-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ScoCgs4z1VeNyBQ56EUdsH0czQvD4mLawM2Y3gwOrVM8SaBJOMLN24qGBpz6Xm5R qk41q59e1WQyzwQohU3IDg== 0000950124-98-001742.txt : 19980331 0000950124-98-001742.hdr.sgml : 19980331 ACCESSION NUMBER: 0000950124-98-001742 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980330 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNITED BANCORP INC /OH/ CENTRAL INDEX KEY: 0000731653 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 341405357 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 000-16540 FILM NUMBER: 98578440 BUSINESS ADDRESS: STREET 1: 201 SOUTH FOURTH STREET STREET 2: P O BOX 10 CITY: MARTINS FERRY STATE: OH ZIP: 43935 BUSINESS PHONE: 7406330445 MAIL ADDRESS: STREET 1: 201 SOUTH FERRY STREET STREET 2: P O BOX 10 CITY: MARTINS FERRY STATE: OH ZIP: 43935 10-K 1 FORM 10-K 1 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, 1997 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 34-1405357 - -------------------------------------------------------------- ---------------------------------- (State or other jurisdiction 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: COMMON STOCK, PAR VALUE $1.00 A SHARE NASDAQ REGULAR MARKET (SMALLCAP) - ------------------------------------- ------------------------------------------- (Title of class) (Name of each exchange on which registered)
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: COMMON STOCK, PAR VALUE $1.00 A SHARE ------------------------------------- (Title of class) 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. { } THE AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY NON-AFFILIATES OF THE REGISTRANT AS OF MARCH 20, 1998. COMMON STOCK, $1.00 PAR VALUE: $66,030,263 ------------------------------------------ THE NUMBER OF SHARES OUTSTANDING OF THE REGISTRANT'S CLASSES OF COMMON STOCK AS OF MARCH 20, 1998. COMMON STOCK, $1.00 PAR VALUE: 2,238,314 SHARES ----------------------------------------------- DOCUMENTS INCORPORATED BY REFERENCE PORTIONS OF THE ANNUAL SHAREHOLDERS REPORT FOR THE YEAR ENDED DECEMBER 31, 1997 ARE INCORPORATED BY REFERENCE INTO PARTS I AND II, (INDEX ON PAGE 2) PORTIONS OF THE PROXY STATEMENT FOR THE ANNUAL SHAREHOLDERS MEETING TO BE HELD APRIL 15, 1998 ARE INCORPORATED BY REFERENCE INTO PART III (INDEX ON PAGE 2). 2 UNITED BANCORP, INC. FORM 10-K INDEX OF ITEMS INCORPORATED BY REFERENCE WITHIN FORM 10-K
FORM 10-K PAGE # ITEM DESCRIPTION REFERENCE DESCRIPTION - ----------------------------------------------------------------------------------------------------------------------------- 3 Part I, Item 1, (a) Incorporated by reference to Pages 3 - 5 of the Annual Report To Shareholders. 3 Part I, Item 1, (b) Incorporated by reference to Page 22, Note 1 of the Annual Report To Shareholders. 4 Part I, Item 1, I Incorporated by reference to Pages 14 - 15 of the Annual Report To Shareholders. 5 Part I, Item 1, II, B Incorporated by reference to Page 26, Note 2 of the Annual Report To Shareholders. 7 Part I, Item 1, III, C, 4 Incorporated by reference to Page 34, Note 11 of the Annual Report To Shareholders. 7 Part I, Item 1, IV Incorporated by reference to Pages 22 - 23, Note 1 of the Annual Report To Shareholders. 10 Part I, Item 1, V, A Incorporated by reference to Page 14 of the Annual Report To Shareholders. 11 Part I, Item 2 Incorporated by reference to Pages 3 - 5 of the Annual Report To Shareholders. 11 Part I, Item 3 Incorporated by reference to Page 33, Note 10 of the Annual Report To Shareholders. 11 Part II, Item 5 Incorporated by reference to Page 7 and Pages 36 - 37, Note 14 of the Annual Report To Shareholders. 11 Part II, Item 6 Incorporated by reference to Front Cover fold-out of the Annual Report To Shareholders. 11 Part II, Item 7 Incorporated by reference to Pages 8 - 16 of the Annual Report To Shareholders. 11 Part II, Item 7A Incorporated by reference to Pages 11 - 12 of the Annual Report To Shareholders. 11 Part II, Item 8 Incorporated by reference to Pages 13 and 17 - 37 of the Annual Report To Shareholders. 12 Part III, Item 10 Incorporated by reference to Pages 4 - 7 of the Proxy Statement. 12 Part III, Item 11 Incorporated by reference to Pages 9 - 14 of the Proxy Statement. 12 Part III, Item 12 Incorporated by reference to Pages 4 - 7 of the Proxy Statement. 12 Part III, Item 13 Incorporated by reference to Page 15 of the Proxy Statement. 13 Part IV, Item 14, (a), 1 Incorporated by reference to Pages 17 - 37 of the Annual Report To Shareholders. 13 Part IV, Item 14, (a), 2 Incorporated by reference to Page 13 of the Annual Report To Shareholders. 13 Part IV, Item 14, (a), 3, Exhibit 10 Incorporated by reference to Page 14 of the Proxy Statement.
2 3 UNITED BANCORP, INC. FORM 10-K PART I ITEM 1 DESCRIPTION OF BUSINESS (a) GENERAL DEVELOPMENT OF BUSINESS United Bancorp, Inc. (Company) is a multi-bank holding company headquartered in Martins Ferry, Ohio. The Company has two subsidiary banks, The Citizens Savings Bank, Martins Ferry, Ohio (CITIZENS) and The Citizens-State Bank of Strasburg, Strasburg, Ohio, (CITIZENS-STATE). For additional information about the Company's location and description of business, refer to Pages 3 - 5, Corporate Profile, in the Annual Report To Shareholders for the year ended December 31, 1997. (b) FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS Refer to Page 22, Note 1 of the Annual Report To Shareholders. (c) NARRATIVE DESCRIPTION OF BUSINESS The Company is a multi-bank holding company as defined under the Bank Holding Company Act of 1956, as amended (the "BHC Act"). The BHC regulates acquisitions by the Company of voting shares or assets of any bank or other company. The Company is subject to the reporting requirements of, and examination and regulation by, the Board of Governors of the Federal Reserve System, as well as reporting requirements under the Securities and Exchange Commission Act of 1934. The Company's Banks are located in northeastern and eastern Ohio and are engaged in the business of commercial and retail banking in Belmont, Jefferson, Tuscarawas and Carroll 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 three branches located in Bridgeport, Colerain and St. Clairsville, Ohio. CITIZENS-STATE conducts its business through its main office in Strasburg, Ohio and its four branches located in Dover, New Philadelphia, Sherrodsville and Dellroy, Ohio. The banking markets in which the Company's subsidiaries 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. CITIZENS-STATE, encounters similar competition for loans and deposits throughout the Tuscarawas and Carroll County geographic areas of northeastern Ohio. 3 4 UNITED BANCORP, INC. FORM 10-K ITEM 1 DESCRIPTION OF BUSINESS (CONTINUED) (c) NARRATIVE DESCRIPTION OF BUSINESS (CONTINUED) The Company's two subsidiary banks are both subject to regulation by the Ohio Division of Financial Institutions and the Federal Deposit Insurance Corporation ("FDIC"). The regulations and restrictions affecting the Banks pertain to, among other things, allowable loans, guidelines for allowance for loan losses, accountability for fair and accurate disclosures to customers and regulatory agencies, permissible investments and limitations of risk and regulation of capital requirements for safe and sound operation of the financial institution. 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. The Company itself, as a shell holding company, has no compensated employees, CITIZENS has 56 full time employees, with 18 of these serving in a management capacity and 22 part time employees. CITIZENS-STATE has 22 full time employees, with 7 serving in a management capacity and 11 part time employees. The Company considers employee relations to be good at all subsidiary locations. (d) FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC OPERATIONS Not applicable. I DISTRIBUTION OF ASSETS, LIABILITIES AND STOCKHOLDERS EQUITY; INTEREST RATES AND INTEREST DIFFERENTIAL A Refer to Page 14 of the Annual Report To Shareholders B Refer to Page 14 of the Annual Report To Shareholders C Refer to Page 15 of the Annual Report To Shareholders 4 5 UNITED BANCORP, INC. FORM 10-K ITEM 1 DESCRIPTION OF BUSINESS (CONTINUED) II INVESTMENT PORTFOLIO A The following table sets forth the carrying amount of securities at December 31, 1997, 1996 and 1995:
DECEMBER 31, ------------------------------------------- (In thousands) 1997 1996 1995 --------- --------- --------- AVAILABLE FOR SALE US Treasury obligations $ 3,308 $ 3,799 $ 7,105 US Agency obligations 26,426 23,144 19,058 State and municipal obligations 577 476 353 Other investments 890 645 592 --------- --------- --------- $ 31,201 $ 28,064 $ 27,108 ========= ========= ========= (In thousands) HELD TO MATURITY US Treasury obligations $ - $ - $ - US Agency obligations 7,500 9,535 12,397 State and municipal obligations 20,492 20,259 16,965 Other investments - - - --------- --------- --------- $ 27,992 $ 29,794 $ 29,362 ========= ========= =========
B Refer to Page 26, Note 2 of the Annual Report To Shareholders. C Excluding holdings of U.S. Treasury securities and other agencies and corporations of the U.S. Government, there were no investments in securities of any one issuer exceeding 10% of the Corporation's consolidated shareholder's equity at December 31, 1997. III LOAN PORTFOLIO A TYPES OF LOANS The amounts of gross loans outstanding at December 31, 1997, 1996, 1995, 1994 and 1993 are shown in the following table according to types of loans:
DECEMBER 31, ---------------------------------------------------------------------- 1997 1996 1995 1994 1993 ------------- ------------- ------------ ------------ ------------ (In thousands) Commercial loans $ 14,384 $ 12,415 $ 10,802 $ 8,816 $ 4,532 Commercial real estate loans 45,593 41,213 35,510 28,515 24,307 Real estate loans 32,602 33,886 33,294 32,585 30,817 Installment loans 46,968 45,147 43,077 38,474 28,297 ------------- ------------- ------------ ------------ ------------ Total loans $ 139,547 $ 132,661 $ 122,683 $ 108,390 $ 87,953 ============= ============= ============ ============ ============
5 6 UNITED BANCORP, INC. FORM 10-K ITEM 1 DESCRIPTION OF BUSINESS (CONTINUED) III LOAN PORTFOLIO (CONTINUED) 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, 1997 maturing or repricing within the various time frames indicated:
ONE YEAR ONE THROUGH AFTER (In thousands) OR LESS FIVE YEARS FIVE YEARS TOTAL ------------- -------------- -------------- --------------- Commercial loans $ 12,766 $1,414 $ 205 $14,385 Commercial real estate loans 33,695 7,101 4,797 45,593 ------------- -------------- -------------- --------------- Total $46,461 $8,515 $5,002 $59,978 ============= ============== ============== ===============
The following is a schedule of fixed rate and variable rate commercial and commercial real estate loans at December 31, 1997 due to mature after one year:
(In thousands) FIXED RATE VARIABLE RATE TOTAL > ONE YEAR -------------- --------------- ---------------- Commercial loans $ 1,387 $ 232 $ 1,619 Commercial real estate loans 3,419 8,479 11,898 -------------- --------------- ---------------- Total $ 4,806 $ 8,711 $ 13,517 ============== =============== ================
Note: 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, troubled debt restructurings and impaired loans at December 31, 1997, 1996, 1995, 1994 and 1993:
DECEMBER 31, --------------------------------------------------------- (In thousands) 1997 1996 1995 1994 1993 ---------- ---------- -------- ---------- ----------- Nonaccrual basis $ 268 $ 79 $ 105 $ 62 $ 101 Accruing loans 90 days or greater past due 319 256 91 28 93 Troubled debt restructuring N/A N/A N/A - - Impaired loans - - - N/A N/A
No interest was recognized on a cash received basis on impaired loans during 1997 and 1996. $9,000 was recognized on a cash received basis for 1995. 6 7 UNITED BANCORP, INC. FORM 10-K ITEM 1 DESCRIPTION OF BUSINESS (CONTINUED) III LOAN PORTFOLIO (CONTINUED) 1. Interest income is not reported when full loan repayment is in doubt, typically when payments are past due over 90 days. Payments received on such loans are reported as principal reductions. Management analyzes commercial and commercial real estate loans on an individual basis and classifies a loan as impaired when an analysis of the borrower's operating results and financial condition indicates that underlying cash flows are not adequate to meet its debt service requirements. Often this is associated with a delay or shortfall in payments of 90 days or more, or when the internal grading system indicates a doubtful classification. Loan impairment is evaluated in total for smaller-balance loans of similar nature. Such loans include residential first mortgage loans secured by one-to-four family residences, residential construction loans and consumer automobile, boat and home equity loans. The carrying values of impaired loans are periodically adjusted to reflect cash payments, revised estimates of future cash flows and increases in the present value of expected cash flows due to the passage of time. Cash payments representing interest income are reported as such. Other cash payments are reported as reductions in carrying value, while increases or decreases due to changes in future payments and due to the passage of time are reported as part of the provision for loan losses. 2. POTENTIAL PROBLEM LOANS The Company had no potential problem loans as of December 31, 1997 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. FOREIGN OUTSTANDING Not applicable. 4. LOAN CONCENTRATIONS Refer to Page 34, Note 11 of the Annual Report To Shareholders. D. OTHER INTEREST-BEARING ASSETS Not applicable. IV SUMMARY OF LOAN LOSS EXPERIENCE For additional explanation of factors which influence management's judgment in determining amounts charged to expense, refer to Pages 22 - 23, Note 1 of the Annual Report To Shareholders. 7 8 UNITED BANCORP, INC. FORM 10-K ITEM 1 DESCRIPTION OF BUSINESS (CONTINUED) IV SUMMARY OF LOAN LOSS EXPERIENCE (CONTINUED) 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, 1997, 1996, 1995, 1994 and 1993:
(In thousands) 1997 1996 1995 1994 1993 ------------ ------------- ------------- ------------ ----------- LOANS Loans outstanding $ 139,547 $ 132,661 $ 122,683 $ 108,390 $ 87,953 Average loans outstanding $ 136,186 $ 126,102 $ 116,331 $ 98,599 $ 81,796 (In thousands) ALLOWANCE FOR LOAN LOSSES Balance at beginning of year $ 2,023 $ 1,775 $ 1,438 $ 1,256 $ 1,039 Loan charge-offs: Commercial - 29 53 - 2 Commercial real estate - - - - - Real estate 14 - 1 - 8 Installment 275 222 98 123 69 ----------- ------------ ------------ ----------- ---------- Total loan charge-offs 289 251 152 123 79 ----------- ------------ ------------ ----------- ---------- Loan recoveries Commercial 9 6 5 4 1 Commercial real estate - - - - Real estate 3 5 - - - Installment 49 33 19 20 24 ----------- ------------ ------------ ----------- ---------- Total loan recoveries 61 44 24 24 25 ----------- ------------ ------------ ----------- ---------- Net loan charge-offs 228 207 128 99 54 Provision for loan losses 444 455 465 281 271 ----------- ------------ ------------ ----------- ---------- Balance at end of year $ 2,239 $ 2,023 $1,775 $ 1,438 $ 1,256 =========== ============ ============= =========== ========== Ratio of net charge-offs to average loans outstanding for the year 0.17% 0.16% 0.11% 0.10% 0.07% =========== ============ ============ =========== ==========
8 9 UNITED BANCORP, INC. FORM 10-K ITEM 1 DESCRIPTION OF BUSINESS (CONTINUED) IV SUMMARY OF LOAN LOSS EXPERIENCE (CONTINUED) B ALLOCATION OF THE ALLOWANCE FOR LOAN LOSSES The following table allocates the allowance for possible loan losses at December 31, 1997, 1996, 1995, 1994 and 1993. The allowance has been allocated according to the amount deemed to be reasonably necessary to provide for the possibility of losses being incurred within the following categories of loans at the dates indicated:
1997 1996 -------------------------- ------------------------ % OF LOANS % OF LOANS (In thousands) ALLOWANCE TO TOTAL (In thousands) ALLOWANCE TO TOTAL Loan type AMOUNT LOANS Loan type AMOUNT LOANS ------------ ------------ ------------ ---------- Commercial $ 85 10.31% Commercial $ 71 9.36% Commercial real estate 322 32.67% Commercial real estate 292 31.07% Real estate 480 23.36% Real estate 505 25.54% Installment 844 33.66% Installment 453 34.03% Unallocated 508 N/A Unallocated 702 N/A ------------ ------------ ------------ ---------- Total $2,239 100.00% Total $ 2,023 100.00% ============ =========== ============ ========= 1995 1994 -------------------------- ------------------------ % OF LOANS % OF LOANS (In thousands) ALLOWANCE TO TOTAL (In thousands) ALLOWANCE TO TOTAL Loan type AMOUNT LOANS Loan type AMOUNT LOANS ------------ ------------ ------------ ---------- Commercial $ 109 8.81% Commercial $ 45 4.96% Commercial real estate 348 28.94% Commercial real estate 258 29.49% Real estate 375 27.14% Real estate 205 30.05% Installment 359 35.11% Installment 368 35.50% Unallocated 584 N/A Unallocated 562 N/A ------------ ------------ ------------ ---------- Total $1,775 100.00% Total $1,438 100.00% ============ =========== ============ ========= 1993 ------------------------- % OF LOANS (In thousands) ALLOWANCE TO TOTAL Loan type AMOUNT LOANS ------------ ------------ Commercial $ 29 5.15% Commercial real estate 157 27.64% Real estate 180 35.04% Installment 202 32.17% Unallocated 688 N/A ------------ ------------ Total $ 1,256 100.00% ============ ===========
9 10 UNITED BANCORP, INC. FORM 10-K ITEM 1 DESCRIPTION OF BUSINESS (CONTINUED) V DEPOSITS A SCHEDULE OF AVERAGE DEPOSIT AMOUNTS AND RATES (1) Refer to Page 14 of the Annual Report To Shareholders. (2) Refer to Page 14 of the Annual Report To Shareholders. (3) Refer to Page 14 of the Annual Report To Shareholders. (4) Refer to Page 14 of the Annual Report To Shareholders. (5)- (8) Not applicable. B OTHER CATEGORIES Not applicable. C FOREIGN DEPOSITS Not applicable. D MATURITY ANALYSIS OF TIME DEPOSITS GREATER THAN $100,000. The following schedule details the maturities of time certificates of deposit in amounts of $100,000 or more for the year ended December 31, 1997: (In thousands) Three months or less $ 2,887 Over three through six months 2,773 Over six through twelve months 4,729 Over twelve months 6,139 ------------ Total $ 16,528
E TIME DEPOSITS GREATER THAN $100,000 ISSUED BY FOREIGN OFFICES. Not applicable. VI RETURN ON EQUITY AND ASSETS The ratio of net income to daily average total assets and average shareholders' equity, and certain other ratios, are as follows:
DECEMBER 31, ---------------------------- 1997 1996 1995 ------ ------ ------ Percentage of net income to: Average total assets 1.38% 1.32% 1.18% Average shareholders' equity 13.56% 13.49% 12.85% Percentage of dividends declared per common share to net income per common share - basic 34.92% 33.91% 35.00% Percentage of average shareholders' equity to average total assets 10.16% 9.80% 9.14%
10 11 UNITED BANCORP, INC. FORM 10-K ITEM 1 DESCRIPTION OF BUSINESS (CONTINUED) VII SHORT-TERM BORROWINGS Information concerning securities sold under agreements to repurchase is summarized as follows:
(In thousands) 1997 1996 1995 ------------- ------------- ------------- Balance at December 31, $ 8,391 $ 8,642 $ 4,469 Weighted average interest rate at December 31, 4.90% 4.63% 5.00% Average daily balance during the year $ 8,211 $ 6,318 $ 6,198 Average interest rate during the year 4.81% 4.67% 4.99% Maximum month-end balance during the year $ 9,316 $ 8,667 $ 7,402
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 No other individual component of the borrowed funds total comprised more than 30% of shareholders' equity and accordingly are not disclosed in detail. ITEM 2 PROPERTIES Refer to Pages 3 - 5, "Corporate Profile" in the Annual Report To Shareholders. ITEM 3 LEGAL PROCEEDINGS Refer to Page 33, Note 10 of the Annual Report To Shareholders. ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS No motions were submitted to shareholders for a vote during the fourth quarter of 1997. PART II ITEM 5 MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS Refer to Page 7, "Shareholder Information" and Pages 36 - 37, Note 14 of the Annual Report To Shareholders. ITEM 6 SELECTED FINANCIAL DATA Refer to front cover fold out, "A Decade of Progress" of the Annual Report To Shareholders. ITEM 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Refer to Pages 8 - 16, "Management's Discussion and Analysis" of the Annual Report To Shareholders. ITEM 7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Refer to Pages 11 - 12, "Asset/Liability Management and Sensitivity to Market Risks" of the Annual Report To Shareholders. ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Refer to Pages 13 and 17 - 37 of the Annual Report To Shareholders. ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS There were no changes in or disagreements with accountants. 11 12 UNITED BANCORP, INC. FORM 10-K PART III ITEM 10 DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT (a) Refer to Pages 4 - 7 of the Proxy Statement. (b) Executive Officers of the Registrant: James W. Everson 59 Chairman of the Board, President and Chief Executive Officer Harold W. Price 52 Vice President - Administration Norman F. Assenza, Jr. 52 Vice President - Operations and Secretary Randall M. Greenwood 34 Vice President - Chief Financial Officer James A. Lodes 52 Vice President - Lending Ronald S. Blake 46 Treasurer
(1) Each individual has held the position noted during the past five years, except for the following: Harold W. Price has previously served as President and Chief Executive Officer of The Exchange Bank of Canal Fulton from 1979 until 1984 when it was acquired by The First National Bank of Akron, an affiliate of First Bancorp, Inc. of Ohio. From 1985 until 1992, he served as Executive Vice President and a member of the Board of Directors of The Old Phoenix National Bank of Medina. From 1992 to 1993, he served as Executive Vice President and Senior Loan Officer of The Elyria Savings and Trust Company in Elyria, Ohio. He has served as President and Chief Executive Officer of The Citizens-State Bank of Strasburg, Strasburg, Ohio and as Vice President of United Bancorp, Inc. since April 1, 1993. He has served as Vice President - Administration of United Bancorp, Inc. since April 19, 1995. Randall M. Greenwood served as a Business Assurance Manager of Coopers and Lybrand LLP of Columbus, Ohio from 1993 to November of 1997. He served as a Manager for BankOne Corporation in Columbus, Ohio from February 1991 to August 1993 and as a Supervisor at Coopers and Lybrand LLP in Columbus, Ohio from September 1986 through February 1991. He has served as Vice President - Chief Financial Officer of United Bancorp, Inc. and as Senior Vice President - Chief Financial Officer of The Citizens Savings Bank, Martins Ferry, Ohio since December 1997. James A. Lodes, served as Vice President - Commercial Lending since December 1992 and as Senior Vice President - Lending since 1994 with The Citizens Savings Bank, Martins Ferry, Ohio and Vice President - Lending for United Bancorp, Inc. since 1995. ITEM 11 EXECUTIVE COMPENSATION Refer to Pages 9 - 14 of the Proxy Statement. ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT Refer to Pages 4 - 7 of the Proxy Statement. ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Refer to Page 15 of the Proxy Statement. 12 13 UNITED BANCORP, INC. FORM 10-K PART IV ITEM 14 EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K (a) DOCUMENTS FILED AS PART OF FORM 10-K 1. The following consolidated financial statements appear in the 1997 Annual Report To Shareholders and are incorporated by reference: Report of Independent Auditors Page 17 Consolidated Balance Sheets Page 18 Consolidated Statements of Income Page 19 Consolidated Statements of Shareholders' Equity Page 20 Consolidated Statements of Cash Flows Page 21 Notes To The Consolidated Financial Statements Pages 22 - 37 2. The summary of selected quarterly results of operations appears on Page 13 in the 1997 Annual Report To Shareholders and is incorporated by reference. 3. Exhibits 2 Reference to Form 8-K filed February 19, 1998 with the Securities and Exchange Commission that included the Definitive Agreement related to the acquisition of Southern Ohio Community Bancorporation, Inc. 3 (i)(ii) Articles of Incorporation of United Bancorp, Inc. including amendments and By Laws, previously filed with the Securities and Exchange Commission on November 16, 1983. 4 Not applicable. 9 Not applicable. 10 Reference to special severance agreement on Page 14 of the Proxy Statement 11 Statement regarding computation of per share earnings (included in Note 1 to the consolidated financial statements on page 24 of the Annual Report To Shareholders.) 12 Not applicable. 13 Reference to the Annual Report To Shareholders for the fiscal year ended December 31, 1997. 16 Not applicable. 18 Not applicable. 21.1 Reference to The Citizens Savings Bank, Martins Ferry, Ohio, incorporated on December 31, 1983, previously filed with the Securities and Exchange Commission. 21.2 Reference to The Citizens-State Bank of Strasburg, Strasburg, Ohio, incorporated on December 31, 1924, previously filed with the Securities and Exchange Commission. 22 Not applicable. 23 Consents of Experts and Council. 24 Not applicable. 27 Financial Data Schedule 28 Not applicable. 99 Not applicable. (b) The Company filed no reports on SEC Form 8-K during the last quarter of the period covered by this report.
13 14 UNITED BANCORP, INC. FORM 10-K 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 24, 1998 ------------------------------------------------- James W. Everson, Chairman, President & CEO By: /s/ Randall M. Greenwood March 24, 1998 ------------------------------------------------- Randall M. Greenwood, CFO By: /s/ Michael J. Arciello March 24, 1998 ------------------------------------------------- Michael J. Arciello By: /s/ Herman E. Borkoski March 24, 1998 ------------------------------------------------- Herman E. Borkoski By: /s/ John H. Clark, Jr. March 24, 1998 ------------------------------------------------- John H. Clark, Jr. By: /s/ Dr. Leon F. Favede March 24, 1998 ------------------------------------------------- Dr. Leon F. Favede By: /s/ John M. Hoopingarner March 24, 1998 ------------------------------------------------- John M. Hoopingarner By: /s/ Richard L. Riesbeck March 24, 1998 ------------------------------------------------- Richard L. Riesbeck By: /s/ Errol C. Sambuco March 24, 1998 ------------------------------------------------- Errol C. Sambuco By: /s/ Matthew C. Thomas March 24, 1998 ------------------------------------------------- Matthew C. Thomas
14 15 UNITED BANCORP, INC. FORM 10-K EXHIBIT INDEX Exhibit No. Description SK Item 601 No. ----------- ----------- --------------- 13 Annual Report To Shareholders 23 Consents of Experts and Council 27.1 Financial Data Schedule 27.1997 27.2 Financial Data Schedule (Restated) 27.1996 27.3 Financial Data Schedule (Restated) 27.1995 15 EX-13 2 EXHIBIT 13 1 EXHIBIT 13
1988 1989 1990 1991 ------------ ------------ ------------ ------------ Interest income $ 9,459,611 $ 11,381,035 $ 11,421,492 $ 11,699,233 Interest expense 5,941,211 7,220,587 7,127,552 6,712,916 ------------ ------------ ------------ ------------ NET INTEREST INCOME 3,518,400 4,160,448 4,293,940 4,986,317 Provision for loan losses 102,000 182,000 240,000 222,000 ------------ ------------ ------------ ------------ NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 3,416,400 3,978,448 4,053,940 4,764,317 Noninterest income, including secuity gains/(losses) 464,525 349,829 684,510 505,476 Noninterest expense 2,781,577 2,908,875 3,465,803 3,625,772 ------------ ------------ ------------ ------------ INCOME BEFORE INCOME TAXES 1,099,348 1,419,402 1,272,647 1,644,021 Income taxes 161,194 304,952 205,997 361,021 ------------ ------------ ------------ ------------ NET INCOME $ 938,154 $ 1,114,450 $ 1,066,650 $ 1,283,000 ============ ============ ============ ============ - ---------------------------------------------------------------------------------------------------------------------- Total assets $120,728,808 $129,527,455 $132,008,476 $135,881,746 Deposits 108,255,872 115,848,920 115,056,983 118,059,873 Equity capital 10,836,323 11,543,373 12,169,023 12,990,023 Loans outstanding, net 43,385,742 56,862,870 71,060,484 77,137,769 Term federal funds 8,059,000 9,105,000 1,500,000 1,000,000 Allowance for loan losses 478,042 595,160 720,856 846,824 Net charge-offs 95,965 64,882 114,304 96,032 Full time employees (average equivalents) 57 58 66 71 Banking locations Four Four Five Five - ---------------------------------------------------------------------------------------------------------------------- Earnings per common share - Basic $ 0.42 $ 0.50 $ 0.48 $ 0.57 Earnings per common share - Diluted 0.42 0.50 0.48 0.57 Dividends per share 0.17 0.18 0.20 0.21 Book value per share 4.85 5.16 5.45 5.81 Market value range per share 4.32-4.88 4.60-5.16 4.84-5.16 4.88-5.45 - ---------------------------------------------------------------------------------------------------------------------- Cash dividends paid $ 394,800 $ 407,400 $ 441,000 $ 462,000 Return on average assets (ROA) 0.82% 0.89% 0.82% 0.95% Return on average equity (ROE) 8.88% 9.96% 8.99% 10.21%
2
1992 1993 1994 1995 1996 1997 ------------ ------------ ------------ ------------ ------------ ------------ $ 12,166,789 $ 11,656,336 $ 12,283,260 $ 14,351,522 $ 15,006,091 $ 16,205,162 5,948,713 5,259,839 5,439,213 6,575,486 6,747,357 7,346,629 ------------ ------------ ------------ ------------ ------------ ------------ 6,218,076 6,396,497 6,844,047 7,776,036 8,258,734 8,858,533 302,000 270,500 281,000 465,000 455,400 444,000 ------------ ------------ ------------ ------------ ------------ ------------ 5,916,076 6,125,997 6,563,047 7,311,036 7,803,334 8,414,533 603,325 878,731 805,355 876,285 920,951 1,027,166 4,457,545 4,799,745 4,867,794 5,174,452 5,289,273 5,654,659 ------------ ------------ ------------ ------------ ------------ ------------ 2,061,856 2,204,983 2,500,608 3,012,869 3,435,012 3,787,040 490,352 477,205 545,523 768,577 851,023 940,472 ------------ ------------ ------------ ------------ ------------ ------------ $ 1,571,504 $ 1,727,778 $ 1,955,085 $ 2,244,292 $ 2,583,989 $ 2,846,568 ============ ============ ============ ============ ============ ============ --------------------------------------------------------------------------------------------------------- $164,675,155 $171,682,025 $185,634,119 $191,199,526 $202,364,858 $211,742,313 145,648,647 152,334,470 163,312,482 166,604,359 171,512,241 175,791,296 14,078,527 15,375,942 16,518,060 18,451,873 20,016,011 21,924,638 79,642,462 86,696,640 106,952,378 120,907,269 130,637,621 137,308,856 - - - - - - 1,039,360 1,256,322 1,437,734 1,775,383 2,022,987 2,238,522 109,464 53,538 99,588 127,351 207,796 228,465 83 80 82 83 84 86 Seven Seven Eight Eight Eight Nine --------------------------------------------------------------------------------------------------------- $ 0.70 $ 0.77 $ 0.87 $ 1.00 $ 1.16 $ 1.27 0.70 0.77 0.87 1.00 1.15 1.26 0.22 0.23 0.25 0.35 0.39 0.44 6.30 6.87 7.39 8.25 8.95 9.80 5.16-7.14 7.51-13.90 14.67-18.59 10.54-16.12 12.05-19.77 15.46-27.38 --------------------------------------------------------------------------------------------------------- $ 483,000 $ 512,400 $ 564,472 $ 776,136 $ 876,153 $ 988,820 1.01% 1.04% 1.11% 1.18% 1.32% 1.38% 11.60% 11.73% 12.24% 12.85% 13.49% 13.56% ---------------------------------------------------------------------------------------------------------
3 To Our Present and Future Shareholders . . . Each year, we write and tell you how great of a year we have had. This year is really no different! Quite frankly, your Company again did quite well. Our stock price moved from a low of $15 1/2 to a year end close at $27 and many of our shareholders saw their dividend check totals for 1997 to be 12.8% ahead of what they received in 1996. All was helped by the 10% share dividend paid this past September. Earnings for the year were up 10.2%. And better yet, fourth quarter earnings (the most recent report period) were actually up 17.9%. It is always comforting to see the quarter trailing earnings moving upward. Our first two quarters were a little bit dampened by the start up costs of our new St. Clairsville location and by the effects of the longest steel strike in the Ohio Valley's history. It is exciting to report that our Strasburg charter did not even know a work stoppage had occurred. This reflects positively on our expansion into that area for the purpose of diversifying our market risk. We are really pleased to report that things are getting back to normal in our great Industrial Valley. It is always exciting to write about expansions. Our St. Clairsville In-Store location at Riesbeck Food Markets opened in mid-July and has attracted over $1.3 million in new deposits. We continue to receive high praise from the original $10 million deposit customer base in this market who find our hours and new location to be convenient. We announced in January of this year our planned expansion into Athens County, Ohio. Our work is cut out for us for the next few months, bringing The Glouster Community Bank into the United Bancorp, Inc. family of banks as a third banking charter. Our focus has been to diversify the economic risk of your investment through expansion into different marketplaces. The Glouster Community Bank with over $50 million in assets and four offices in Athens County will add to this diversification of market risk. The three largest employment categories in their market area are educational services, manufacturing and wholesale/retail trade. Farming and recreation are also important to their economy. All of these categories compliment our present market risk exposure. Our customers have benefited this past year through the introduction of new services and the expansion in customer service hours at all of our locations. We now offer seven-day banking service at our St. Clairsville location and all of our traditional banking offices offer extended cut-off service hours through 4:00 p.m. daily. Through our expanded services, our new fixed rate home financing program has added over 100 new home loans to our customer list plus has been very positive in impacting our noninterest income which increased 12% over the previous year. In the fourth quarter of last year, we introduced a new MasterCard(R) Check Card to our market areas and are now in the process of installing six new cash dispensing ATM's to better serve our customer base and further generate more fee income. The experts tell us that a Bank that is to be high performing must become less dependent upon net interest income as their primary source of earnings and more dependent upon fee income. This past year, two of our long-term Directors retired to Emeritus status. Donald A. Davison joined our Directorship in 1963 and Premo R. Funari in 1976. Both men have been close by my side since my assuming the Presidency of The Citizens Savings Bank in January of 1973. Each was very much involved in the many projects that have been completed during the past twenty-five years. As Chairman of the Board following my mentor H. H. Riethmiller's death in 1980, Don Davison did an effective job in keeping me focused. I personally miss both Don and Premo's wise counsel and wish them good health and happiness in their retirement. Both men stepped down after last year's Annual Meeting. 4 We are pleased to report that we have expanded your Company's Management Team. Randall M. Greenwood, CPA, joined us on December 1st as Vice President and Chief Financial Officer of United Bancorp, Inc. and Senior Vice President and CFO of The Citizens Savings Bank. Randy brings a good mix of accounting and banking experience to us, having worked both for one of the Big Six Accounting Firms and for one of our country's super regional banks. He will play a vital roll as we continue to move our acquisition efforts forward. A lot of media and regulatory attention is being given to the potential of a Year 2000 crisis! Many predict that our world will come tumbling down when many computers will not know if going from 1999 to 2000 might be misread as the Year 1900. ...thus causing the crises. Your Management Team is on top of this and we wish to assure you that our computers will know we are entering the new millenium. As you work your way through this Annual Report, reviewing all the numbers and footnotes, I hope you realize the number of people responsible for making it all happen. Quite frankly my job is to make sure our 86 full time equivalent employees are kept focused, happy and rewarded. We are blessed with a great staff and with modern facilities. Our centralized Operation Center in Martins Ferry, Ohio, currently does the item processing and data processing for all of our banking locations and answers most of our customer inquiries in addition to producing necessary customer reports and notices. This is all accomplished with very few errors. Our lenders are always working to better serve our markets. Last year we financed over 1,600 vehicles for $17.9 million. This not only took the cooperation of our Loan Center Personnel but our 50+ automobile dealers. Our Customer Service Representatives meet daily with our customers taking their deposits, opening new accounts and just making our customers comfortable. On a regular basis, I receive notes praising our staff for being the "Hometown Bank." This Hometown Bank thing didn't just happen, it has been earned over the years through dedicated customer service. I must also recognize our Accounting Division, who keep us properly reported to our various regulators as well as keep our shareholders properly informed. Proof to their good work is in the hands of the reader of this report. To all of the members of our Bank Team, I personally want to say thank you for your continued dedication to Hometown Banking service. To our shareholders, we say thank you for investing your funds and your trust in our Company and its banks. As we reach out to new heights, our pledge is to continue earning your respect and confidence. Your Directors, Management Team and Staff are committed to making your shareholder value grow. Very truly yours, James W. Everson Chairman, President & Chief Executive Officer 5 United Bancorp, Inc. is headquartered in Martins Ferry, Ohio, located on the eastern border of Ohio along the Ohio River. Martins Ferry is nestled among the many scenic foothills along the Upper Ohio Valley across the river from the greater metropolitan area of Wheeling, West Virginia, 60 miles southwest of Pittsburgh, Pennsylvania and 125 miles east of Columbus, Ohio. Early settlers to the region found many natural resources readily available, which assisted in the establishment of frontier communities in and around the eastern Ohio areas. Today, in addition to the natural resources still abundant within the region, there remains a plentiful workforce, easy access to interstate highway systems, and nearby river and railway transportation facilities. This economic base is built upon a strong belief in traditional small community values where future growth and development can be nurtured. These local communities served by the Banks of United Bancorp, Inc. encompass a variety of social and economic cultures. This diversification provides many opportunities for our community banks to develop long-term relationships with customers spanning several generations. The "Hometown" advertising phrase captures the character and integrity of each banking location in relation to the local community it serves. To better its shareholders, United Bancorp, Inc. ("UBCP") was created as a single bank holding company in July of 1983. This was accomplished through the acquisition of 100% of the voting stock of The Citizens Savings Bank of Martins Ferry, Ohio ("CITIZENS"). In December of 1986, UBCP became a multi-bank holding company through the acquisition of 100% of the voting stock of The Citizens-State Bank of Strasburg, Strasburg, Ohio ("CITIZENS-STATE"). Common stock of UBCP was initially available through over-the-counter trading. In February of 1994, it began trading on The Nasdaq SmallCaps Market tier of The Nasdaq Stock Market under the trading symbol UBCP. CITIZENS was originally established as The German Savings Bank in 1902 and remains the lead bank in the multi-bank holding company. In 1974, local markets were expanded through the construction of a full service branch banking facility 6-miles west of Martins Ferry in nearby Colerain, Ohio. In 1978, expansion continued with the construction of another full service branch bank in Bridgeport, Ohio located 2-miles south of Martins Ferry. In 1980, a limited service auto-teller location was opened in Martins Ferry one block south of the initial main office location. In 1983, an Automated Teller Machine ("ATM") began operation in nearby Aetnaville, Ohio. By 1984, CITIZENS had outgrown its original main banking facility in Martins Ferry and subsequently relocated to a newly constructed 21,500 square foot addition to the auto-teller building. 1990 ushered in a new era of in-house data processing with the installation of sophisticated, high-speed equipment capable of servicing current and future information and document processing needs. In 1991, CITIZENS began providing data processing services for CITIZENS-STATE. During 1993, realizing the need for a specific location dedicated to operational support, the accounting, bookkeeping and later data processing functions were established in a separate facility directly across from the main banking center in Martins Ferry. In mid-1996, check image and statement processing was introduced to all banking locations. The customers would no longer receive their checks and deposit tickets, but would instead receive an image of each transaction. The successes enjoyed by both banks during the conversion from traditional check processing to the radically different image processing were proof that 6 positive change can be accomplished without sacrificing the personalized service and consideration our customers deserve. In mid-1997, CITIZENS opened a full service Retail Banking Center inside Riesbeck's Food Markets, Inc.'s St. Clairsville, Ohio store. This site also provides a free standing ATM for additional customer service. CITIZENS-STATE was also established in 1902 and was originally headquartered in Strasburg, Ohio. It is located in an area of northeastern Ohio whose economy is supported by agriculture and light industry. It has also benefited as a "bedroom community" for the Akron-Canton metropolitan areas. In 1990, a full service banking facility was constructed 6-miles south in Dover, Ohio. During 1992, expansion continued with the acquisition of two branch bank locations in New Philadelphia and Sherrodsville, Ohio. Later, in 1994, a branch bank was purchased in Dellroy, Ohio. Although United Bancorp, Inc. remains dedicated to our community banking philosophy, which management considers to be our cornerstone of success, recognizing the needs of our customers for today and into the future is a must to stay ahead of our competition. During 1997, we introduced a Secondary Market Real Estate Mortgage Program. This program allows us to offer affordable fixed-rate loan products to our current customers and provides us with the opportunity to expand our marketing area. The additional exposure to potential customers affords us the opportunity to "cross-sell" additional depository and lending products. Management is deeply committed to meet the financial needs of individuals and business. Our goal is to foster the community banking philosophy into the next millennium without sacrificing our "Hometown" banking image and beliefs. 7 FINANCIAL HIGHLIGHTS UNITED BANCORP, INC.
FOR THE YEARS ENDED DECEMBER 31, ------------------------------------------------------- 1997 1996 % CHANGE ------------- ------------- ------------- EARNINGS (IN 000'S) Total interest income $ 16,205 $ 15,006 7.99% Total interest expense 7,347 6,747 8.89% Net interest income 8,859 8,259 7.26% Net income 2,847 2,584 10.18% PER SHARE (1) Earnings per common share - Basic $ 1.27 $ 1.16 9.48% Earnings per common share - Diluted 1.26 1.15 9.57% Cash dividends paid (2) 0.44 0.39 12.82% Book value (end of period) 9.80 8.95 9.50% AT YEAR END (IN 000'S) Total assets $211,742 $202,365 4.63% Total assets (average) 206,540 195,497 5.65% Total deposits 175,791 171,512 2.49% Securities sold under agreements to repurchase 8,391 8,642 -2.90% Net loans 137,309 130,638 5.11% Securities 59,193 57,858 2.31% Shareholders' equity 21,925 20,016 9.54% Shareholders' equity (average) 20,986 19,155 9.56% STOCK DATA (1) Market value (end of period) $ 27.00 $ 19.77 36.57% Dividend payout ratio 34.59% 33.83% 2.25% Price earnings ratio (3) 21.26 x 17.04x 24.77% KEY PERFORMANCE RATIOS Return on average assets (ROA) 1.38% 1.32% 4.55% Return on average shareholders' equity (ROE) 13.56% 13.49% 0.52% Efficiency ratio 54.05% 54.51% 0.84%
(1) Per share and stock data has been restated to reflect effect of 10% stock dividends in 1997 and 1996. (2) Actual cash dividends paid based on historical number of shares was $0.46 for the year ended December 31, 1997. (3) Calculated using basic earnings per common share. 6 8 SHAREHOLDER INFORMATION UNITED BANCORP, INC. United Bancorp, Inc.'s common stock trades on The Nasdaq SmallCap Market tier of The Nasdaq Stock Market under the symbol UBCP, CUSIP #90991109. At the year-end 1997, there were 2,238,314 shares outstanding, held among approximately 800 shareholders of record. The following table sets forth the quarterly high and low closing prices of the Company's common stock from January 1, 1997 to December 31, 1997 compared to the same periods in 1996 as reported by the NASDAQ. The price quotes have been adjusted for comparison purposes for the 10% stock dividends distributed on September 19, 1997 and June 20, 1996. The price quotations presented should not necessarily be relied on in determining the value of the shareholders' investment.
1997 1996 ------------------------------------------------------------------------------------------ 31-MAR 30-JUN 30-SEP 31-DEC 31-MAR 30-JUN 30-SEP 31-DEC ------ ------ ------ ------ ------ ------ ------ ------ Market Price Range High ($) 19.773 17.500 21.500 27.375 13.750 14.091 16.591 19.773 Low ($) 18.182 15.455 16.136 20.500 12.045 13.182 14.545 15.909 Cash Dividends Quarter $ 0.10 $ 0.10 $ 0.12 $ 0.12 $ 0.09 $ 0.10 $ 0.10 $ 0.10 Cumulative $ 0.10 $ 0.20 $ 0.32 $ 0.44 $ 0.09 $ 0.19 $ 0.29 $ 0.39
INVESTOR RELATIONS: A copy of the Company's Annual Report on form 10-K as filed with the SEC, will be furnished free of charge upon written request to: Randall M. Greenwood, CFO United Bancorp, Inc. 201 South 4th Street PO Box 10 Martins Ferry, OH 43935 DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN: Shareholders may elect to reinvest their dividends in additional shares of United Bancorp, Inc.'s common stock through the Company's Dividend Reinvestment Plan. Shareholders also may invest optional cash payments of up to $5,000 per quarter in our common stock at market price. To arrange automatic purchase of shares with quarterly dividend proceeds, please contact: American Stock Transfer and Trust Company Attn: Dividend Reinvestment 40 Wall Street, 46th Floor New York, NY 10005 1-800-278-4353 ANNUAL MEETING: The Annual Meeting of Shareholders will be held at 2:00 p.m., April 15, 1998 at the Corporate Headquarters in Martins Ferry, Ohio. INTERNET: Home Page available April 1998 http://www.unitedbancorp.com INDEPENDENT AUDITORS: Crowe, Chizek and Company LLP Certified Public Accountants 10 West Broad Street Columbus, OH 43215 (614) 469-0001 HEADQUARTERS: The Citizens Savings Bank Building 201 South 4th Street Martins Ferry, OH 43935 (740) 633-BANK (740) 633-1448 (FAX) STOCK TRADING: McDonald and Company PO Box 20897 Canton, OH 44701-0897 1-800-962-0537 The Ohio Company 155 East Broad Street Columbus, OH 43215 1-800-255-1825 Advest, Inc. 340 S. Hollywood Plaza Steubenville, OH 43952 1-800-761-8008 TRANSFER AGENT AND REGISTRAR: For transfers and general correspondence, please contact: American Stock Transfer and Trust Company 40 Wall Street, 46th Floor New York, NY 10005 1-800-937-5449 7 9 MANAGEMENT'S DISCUSSION AND ANALYSIS UNITED BANCORP, INC. In the following pages, management presents an analysis of UNITED BANCORP, INC.'S financial condition and results of operations as of and for the year ended December 31, 1997 as compared to prior years. This discussion is designed to provide shareholders with a more comprehensive review of the operating results and financial position than could be obtained from an examination of the financial statements alone. This analysis should be read in conjunction with the consolidated financial statements and related footnotes and the selected financial data included elsewhere in this report. [BAR GRAPH] TOTAL ASSETS
1993 1994 1995 1996 1997 Total Assets (In thousands) 171,682 185,634 191,200 202,365 211,742
[BAR GRAPH] LOANS - NET
1993 1994 1995 1996 1997 Loans - Net (In thousands) 86,697 106,952 120,907 130,638 137,492
FINANCIAL CONDITION EARNING ASSETS - LOANS For the year ended December 31, 1997, the Company's total assets increased 4.6% over December 31, 1996 totals. Gross loans totaled $139,547,378 at year-end 1997, representing an increase of 5.2% over $132,660,608 at year-end 1996. Installment lending increased by $1,820,767, or 4.0%, over 1996 totals. These loans represented 33.7% of the total portfolio at year-end 1997 compared to 34.0% at year-end 1996. This modest shift in mix was partially the result of an extended 10-month work stoppage at Wheeling-Pittsburgh Steel facilities located in the Ohio Valley area of CITIZENS market area during 1996 and 1997. Increases in commercial lending and declines in real estate lending volume also contributed to the shift in portfolio alignment. Competition, especially in the indirect arena, has increased over the past several years. Alternative financing programs offered by the automakers' financing subsidiaries have been and will continue to compete for business. Management has responded to direct competition by extending our customer service hours into the evening to provide our customers with the ability to arrange financing at their convenience. Commercial loans increased $1,969,124, or 15.9%, over 1996 levels, representing 10.3% of the total portfolio at year-end 1997. This compares to 9.4% of the mix at year-end 1996. Commercial real estate loans increased $4,380,752, or 10.6%, over 1996 totals comprising 32.7% of the portfolio compared to 31.1% at year-end 1996. The Company has originated and bought participations in loans from other banks for out-of-area commercial and commercial real estate loans to benefit from consistent economic growth outside the area. The majority of these loans are secured by real estate holdings comprised of hotels, motels and churches located in various geographic locations, including Columbus and the Akron-Canton, Ohio metropolitan areas. Out-of-area loans at year-end 1997 were $15,424,554, representing 25.7% of the commercial and commercial real estate loan portfolios compared to $15,785,788 or 29.4% for year-end 1996. Although we have continued to offer our variable rate real estate lending programs, the portfolio has declined. With fixed rates at or near historical low levels, customers are taking advantage of alternative fixed-rate products offered through secondary market programs. During 1997, we introduced a Secondary Market Real Estate Mortgage Program to help our customers take advantage of a fixed-rate loan program without assuming the interest rate risk associated with this loan product. Approximately $5,250,000 in secondary market loans have been originated and sold, generating a net realized gain of $139,005. Many first time homeowners or individuals with little or no down payment have been able to participate in many of the variety of lending options now available. Additionally, as interest rates have declined throughout the year, many existing customers with variable rate real estate loans have refinanced into fixed rate products offered through the secondary market program. This trend toward fixed rate products can be expected to continue with interest rates at historical low levels. 8 10 MANAGEMENT'S DISCUSSION AND ANALYSIS UNITED BANCORP, INC. The allowance for loan losses represents the amount which management and the Board of Directors estimates is adequate to provide for inherent losses in the loan portfolio. The allowance balance and the annual provision charged to expense are reviewed by management and the Board of Directors monthly using a risk grading 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 to be sufficient to deal with probable losses. Net charge-offs for the year-ended 1997 were $228,465, or 11.3%, of the beginning allowance for loan losses compared to $207,796, or 11.7%, of the beginning allowance for loan losses for 1996. EARNING ASSETS - SECURITIES AND FEDERAL FUNDS SOLD The securities portfolio is comprised of US Treasury notes and other US government agency-backed securities, tax-exempt obligations of states and political subdivisions and certain other investments. The Banks do not hold any collateralized mortgage-backed securities, other than those issued by US Government agencies, or derivative securities. The quality rating of obligations of state and political subdivisions within Ohio is no less than Aaa, Aa, or A, with all out-of-state bonds rated at AAA. Board policy permits the purchase of certain non-rated bonds of local schools, townships and municipalities, based on their known levels of credit risk. Securities available for sale at year-end 1997 increased $3,137,117, or 11.2%, over 1996, while securities held to maturity decreased $1,801,767, or 6.0%. Management anticipates maintaining relatively stable levels of securities, utilizing projected deposit growth to fund future loan development. 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 deposits, excluding certificates of deposit greater than $100,000. For the year-ended 1997, total core deposits increased by $1,690,777. The Company maintains strong deposit relationships with public agencies, including local school districts, city and township municipalities, public works facilities and others, which may tend to be more seasonal in nature resulting from the receipt and disbursement of state and federal grants. These entities have maintained relatively stable 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 as a tool to manage funds. At year-end 1997, certificates of deposit greater than $100,000 increased $2,588,278, or 18.6%, over year-end 1996 totals. This is due in part to the continued issuance of what is deemed "special rate" certificates of deposits. The terms of such product range from 9 months up to 73 months and is offered in response to our market environment. Overall, the attraction of and retention of core deposits continues to pose a challenge to the Company and the overall banking industry. Alternative financial products are continuously being introduced by our competition whether through a traditional bank or brokerage services company. To date, core deposits have provided the Company with its primary funding needs. To retain and attract "new" core deposits, the Company, during 1997, introduced a full service retail-banking center inside the St. Clairsville, Ohio Riesbeck's store. To date, this alternative retail-banking center has exceeded our first year expectations for the attraction of core deposits. It also has provided additional cross-sell opportunities and expanded our market area since its opening in July 1997. [BAR GRAPH] EQUITY CAPITAL
1993 1994 1995 1996 1997 Equity Capital (In thousands) 15,376 16,518 18,452 20,016 21,925
[BAR GRAPH] CASH DIVIDENDS
1993 1994 1995 1996 1997 Cash Dividends 512,400 564,472 776,136 876,153 988,820
9 11 MANAGEMENT'S DISCUSSION AND ANALYSIS UNITED BANCORP, INC. [BAR GRAPH] RETURN ON AVERAGE ASSETS (PERCENT)
1993 1994 1995 1996 1997 Return On Average Assets 1.04% 1.11% 1.18% 1.32% 1.38%
[BAR GRAPH] RETURN ON AVERAGE EQUITY (PERCENT)
1993 1994 1995 1996 1997 Return On Average Equity 11.73% 12.24% 12.85% 13.49% 13.56%
SOURCES OF FUNDS - SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE AND OTHER BORROWINGS Other interest-bearing liabilities include securities sold under agreements to repurchase, sweep accounts, federal funds purchased, Treasury, Tax & Loan notes payable and Federal Home Loan Bank advances. Securities sold under agreements to repurchase remained relatively constant, while other borrowed funds increased significantly by $3,573,525. This increase was the result of expanded use of Federal Home Loan Bank match funding of loans. During 1998, the Company may take advantage of the current low costs associated with wholesale funding sources such as the Federal Home Loan Bank while relying less on the more volatile certificates of deposits greater than $100,000. PERFORMANCE OVERVIEW NET INCOME The Company reported earnings of $2,846,568 in 1997 compared with $2,583,989 in 1996 and $2,244,292 in 1995. This earnings performance equates to a 1.38% Return on Average Assets ("ROA") and 13.56% Return on Average Equity ("ROE") for 1997 compared to 1.32% and 13.49% for 1996 and 1.18% and 12.85% for 1995. Earnings per share ("EPS") comparisons indicate an increase to $1.27 (Basic) and $1.26 (Diluted) for 1997 compared to $1.16 (Basic) and $1.15 (Diluted) for 1996. EPS for 1995 was $1.00 for both Basic and Diluted. Per share amounts for all periods have been restated to reflect the 10% stock dividend distributions to shareholders in September 1997 and June 1996. 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 increased $599,799, or 7.3%, in 1997 compared to a $482,698, or 6.2%, increase in 1996. The net interest spread has remained stable, which indicates that changes in volume have had a greater impact on net interest income than changes in interest rates. The dynamics of this increase are related to changes in rate and volume within interest-earning assets and interest-bearing liabilities. Average interest-earning assets increased $10,709,000, or 5.8%, in 1997 over 1996 compared to $5,263,000, or 2.9%, in 1996 over 1995. The associated weighted-average yield on these interest-earning assets increased to 8.28% in 1997 compared to 8.12% in 1996 and 7.98% in 1995. Average interest-bearing liabilities increased $8,400,000, or 5.2%, in 1997 compared to $3,228,000, or 2.0%, in 1996 over 1995. The associated cost of funds for those interest-bearing liabilities in 1997 increased to 4.29% in 1997 compared to 4.14% in 1996 and 4.12% in 1995. PROVISION FOR LOAN LOSSES The provision for loan losses is an operating expense recorded to maintain the related balance sheet allowance for loan losses at an amount considered adequate to cover losses that may occur in the normal course of lending. The total provision for loan losses was $444,000 in 1997 compared to $455,400 in 1996 and $465,000 in 1995. Despite the 1997 decrease from 1996 of 2.5% in the provision for loan losses, the allowance for loan losses as a percentage of loans increased from 1.52% at year-end 1996 to 1.60% at year-end 1997. This is extremely positive considering four of our offices operated in an economic environment where there was a record ten month work stoppage resulting from the Wheeling-Pittsburgh Steel Company labor dispute. 10 12 MANAGEMENT'S DISCUSSION AND ANALYSIS UNITED BANCORP, INC. NONINTEREST INCOME Noninterest income is made up of Bank related fees and service charges, as well as other income producing services. These include secondary market loan servicing fees, ATM income, early redemption penalties for certificates of deposit, safe deposit rental income, net gain or loss on sales of securities available for sale and loans and other miscellaneous items. Total noninterest income for 1997 was $1,027,166, or 11.5%, over 1996 totals. Total noninterest income for 1996 was $920,951, or 5.1%, over 1995. Gains on the sale of fixed-rate mortgages in the secondary market of $139,005 contributed the most to the increase in noninterest income for 1997. NONINTEREST EXPENSE Noninterest expense for 1997 increased $365,386, or 6.9%, over 1996 compared to $114,821, or 2.2%, for 1996 over 1995. Salaries and employee benefits, increasing $212,000, were responsible for the largest portion of this increase in 1997. For year-end 1997, occupancy expenses increased $104,822, or 13.7%, over 1996. CITIZENS sustained the majority of this increase due to start-up costs associated with opening the Retail Banking Center in St. Clairsville, Ohio and initial overhead related to the creation of the Secondary Market Program in Martins Ferry. This compares to an increase of $61,115, or 8.7%, for year-end 1996 over 1995. FDIC premium expenses were $20,637 in 1997 compared to $4,000 in 1996 and $188,532 in 1995, because of changes in the Bank Insurance Fund premium requirements. Salaries and employee benefits increases were the result of staffing requirements for the secondary market program, the growth in other mid-to-senior level management positions and new staffing for the previously mentioned Retail Banking Center. ASSET/LIABILITY MANAGEMENT AND SENSITIVITY TO MARKET RISKS In the environment of changing business cycles, interest rate fluctuations and growing competition, it has become increasingly more difficult for banks to produce adequate earnings on a consistent basis. Because it is not possible to reliably predict interest rates, the Company must establish a sound asset/liability policy, which will minimize exposure to interest rate risk while maintaining an acceptable interest rate spread and insuring adequate liquidity. The principal goal of asset/liability management - profit management - can be accomplished by establishing decision processes and control procedures for all bank assets and liabilities. Thus, the full scope of asset/liability management encompasses the entire balance sheet of the Company. The broader principal components of asset/liability management include, but are not limited to liquidity planning, capital planning, gap management and spread management. By definition, liquidity is measured by the Company's ability to raise cash at a reasonable cost or with a minimum of loss. Liquidity planning is necessary so that the Company will be capable of funding all obligations to its customers at all times, from meeting their immediate cash withdrawal requirements to fulfilling their short-term credit needs. Capital planning is an essential portion of asset/liability management, as capital is a limited bank resource, which, due to minimum capital requirements, can place possible restraints on bank growth. Capital planning refers to maintaining capital standards through effective growth management, dividend policies and asset/liability strategies. Gap is defined as the dollar difference between rate sensitive assets and rate sensitive liabilities with respect to a specified time frame. A gap has three components - the asset component, the liability component, and the time component. Gap management involves the management of all three components. [BAR GRAPH] NET INCOME (IN THOUSANDS)
1993 1994 1995 1996 1997 Net Income 1,728 1,955 2,244 2,584 2,847
[BAR GRAPH] TOTAL EARNING ASSETS (IN MILLIONS)
1993 1994 1995 1996 1997 Total Earning Assets 166,720 164,626 179,848 185,111 195,820
11 13 MANAGEMENT'S DISCUSSION AND ANALYSIS UNITED BANCORP, INC. Gap management is defined as those actions taken to measure and match rate sensitive assets to rate sensitive liabilities. A rate sensitive asset is any interest-earning asset, which can be repriced to a market rate in a given time frame. Similarly, a rate sensitive liability is any interest-bearing liability, which can have its interest rate changed to a market rate during the specified time period. Caps and collars may prevent the loans from adjusting to the market rate. A negative gap is created when rate sensitive liabilities exceed rate sensitive assets and, conversely, a positive gap occurs when rate sensitive assets exceed rate sensitive liabilities. A negative gap position will cause profits to decline in a rising interest rate environment and a positive gap will cause profits to decline in a falling interest rate environment. Under either scenario, profits suffer. The Company's goal is to have acceptable profits under any interest rate environment. To avoid volatile profits as a result of interest rate fluctuations, the Company must match interest rate sensitivities, while pricing both the asset and liability components to yield a sufficient interest rate spread so that profits will remain relatively consistent across interest rate cycles. Management of the income statement is called spread management and is defined as managing investments, loans, and liabilities to achieve an acceptable spread between the Company's return on its earning assets and its cost of funds. Gap management without consideration of interest spread can cause unacceptably low profit margins while assuring that the level of profits is steady. Spread management without consideration of gap positions can cause acceptable profits in some interest rate environments and unacceptable profits in others. A sound asset/liability management program combines gap and spread management into a single cohesive system. Management measures the Company's interest rate risk by computing estimated changes in net interest income and the net portfolio value ("NPV") of its cash flows from assets, liabilities and off-balance sheet items in the event of a range of assumed changes in market interest rates. The Banks' senior management and the Executive Committee of the Board of Directors, comprising the Asset/Liability Committee ("ALCO") review the exposure to interest rates at least quarterly. Exposure to interest rate risk is measured with the use of an interest rate sensitivity analysis to determine the change in NPV in the event of hypothetical changes in interest rates, while interest rate sensitivity gap analysis is used to determine the repricing characteristics of the assets and liabilities. NPV represents the market value of portfolio equity and is equal to the market value of assets minus the market value of liabilities, with adjustments made for off-balance sheet items. Computations of prospective effects of hypothetical interest rate changes are based on numerous assumptions, including relative levels of market interest rates, loan prepayments and deposit decay rates, and should not be relied upon as indicative of actual results. Further, the computations do not contemplate any actions the Company may undertake in response to changes in interest rates. The NPV calculation is based on the net present value of discounted cash flows utilizing market prepayment assumptions and market rates of interest provided by surveys performed during each quarterly period, with adjustments made to reflect the shift in the Treasury yield curve between the survey date and quarter-end date. Certain shortcomings are inherent in this method of analysis presented in the computation of estimated NPV. Certain assets such as adjustable-rate loans have features that restrict changes in interest rates on a short-term basis and over the life of the asset. In addition, the proportion of adjustable-rate loans in the Company's portfolio could decrease in future periods if market interest rates remain at or decrease below current levels due to refinancing activity. Further, in the event of a change in interest rates, prepayment and early withdrawal levels would likely deviate from those assumed in the table. Finally, the ability of many borrowers to repay their adjustable-rate debt may decrease in the case of an increase in interest rates.
- ------------------------------------------------ NET PORTFOLIO VALUE CHANGE IN RATES $ AMOUNT $ CHANGE % CHANGE -------- -------- -------- +150 bp 20,421 (1,504) -7% +100 bp 21,051 (874) -4% + 50 bp 21,750 (175) -1% Base 21,925 - - - 50 bp 23,305 1,380 6% - -100 bp 23,894 1,969 9% - -150 bp 24,523 2,598 12%
12 14 MANAGEMENT'S DISCUSSION AND ANALYSIS UNITED BANCORP, INC. The following table is a summary of selected quarterly results of operations for the years ended December 31, 1997 and 1996.
1ST QUARTER 2ND QUARTER 3RD QUARTER 4TH QUARTER --------------- --------------- --------------- --------------- 1997 (In thousands except per share data) Interest and dividend income $ 3,887 $ 4,004 $ 4,091 $ 4,223 Interest expense 1,746 1,808 1,863 1,930 ---------- --------- --------- --------- Net interest income 2,141 2,196 2,228 2,293 Provision for loan losses 111 111 111 111 ---------- --------- --------- --------- Net interest income after provision for loan losses 2,030 2,085 2,117 2,182 Noninterest income 238 211 267 312 Noninterest expense 1,374 1,391 1,414 1,475 ---------- --------- --------- --------- Income before income tax 894 905 970 1,019 Income tax expense 216 212 257 256 ---------- --------- --------- --------- Net income $ 678 $ 693 $ 713 $ 763 ========== ========= ========= ========= Earnings per share - Basic $ 0.30 $ 0.31 $ 0.32 $ 0.34 ========== ========= ========= ========= Earnings per share - Diluted $ 0.30 $ 0.31 $ 0.32 $ 0.33 ========== ========= ========= ========= Dividends declared per share $ 0.10 $ 0.10 $ 0.12 $ 0.12 ========== ========= ========= ========= 1996 Interest and dividend income $ 3,660 $ 3,702 $ 3,774 $ 3,870 Interest expense 1,633 1,646 1,707 1,761 ---------- --------- --------- --------- Net interest income 2,027 2,056 2,067 2,109 Provision for loan losses 111 122 111 111 ---------- --------- --------- --------- Net interest income after provision for loan losses 1,916 1,934 1,956 1,998 Noninterest income 234 240 229 218 Noninterest expense 1,281 1,320 1,339 1,350 ---------- --------- --------- --------- Income before income tax 869 854 846 866 Income tax expense 222 196 214 219 ---------- --------- --------- --------- Net income $ 647 $ 658 $ 632 $ 647 ========== ========= ========= ========= Earnings per share - Basic $ 0.29 $ 0.30 $ 0.28 $ 0.29 ========== ========= ========= ========= Earnings per share - Diluted $ 0.29 $ 0.29 $ 0.28 $ 0.29 ========== ========= ========= ========= Dividends declared per share $ 0.09 $ 0.10 $ 0.10 $ 0.10 ========== ========= ========= =========
15 MANAGEMENT'S DISCUSSION AND ANALYSIS UNITED BANCORP, INC. AVERAGE BALANCES, NET INTEREST INCOME AND YIELDS EARNED AND RATES PAID The following table provides information relating to average balance sheet information and reflects the average yield on interest-earning assets and the average cost of interest-bearing liabilities for the years ended December 31, 1997, 1996 and 1995. The yields and costs are calculated by dividing income or expense by the average balance of interest-earning assets or interest-bearing liabilities. The average balance of available for sale securities is computed using the carrying value of securities. The yield for available for sale securities has been computed using the average amortized cost. Average balances are derived from month-end balances, which include nonaccruing loans in the loan portfolio, net of the allowance for loan losses. Management does not believe that the use of month-end balances instead of daily average balances has caused any material difference in the information presented. Interest income is on a historical basis without tax equivalent adjustment.
1997 1996 ------------------------------- ------------------------------ (IN THOUSANDS) INTEREST INTEREST AVERAGE INCOME/ YIELD/ AVERAGE INCOME/ YIELD/ BALANCE EXPENSE RATE BALANCE EXPENSE RATE ------------------ ----------- ------ ---------- ---------- ------ ASSETS Interest-earning assets Loans (net of unearned income) $ 136,186 $12,558 9.22% $126,102 $11,476 9.10% Taxable Securities - AFS 27,423 1,913 7.01% 25,150 1,703 6.82% Taxable Securities - HTM 8,659 461 5.32% 10,698 586 5.48% Tax-exempt securities - AFS 486 25 5.43% 481 24 5.05% Tax-exempt securities - HTM 20,388 1,092 5.36% 19,593 1,044 5.33% Federal funds sold 1,960 106 5.41% 2,482 130 5.25% FHLB stock 718 50 6.96% 605 43 7.16% ------------------ ----------- ----- ---------- ---------- ----- Total interest-earning assets 195,820 16,205 8.28% 185,111 15,006 8.12% Noninterest-earning assets Cash and due from banks 5,436 5,183 Premises and equipment (net) 5,229 5,023 Other nonearning assets 2,242 2,100 Less: allowance for loan losses (2,187) (1,920) ------------------ ---------- Total noninterest-earning assets 10,720 10,386 ------------------ ---------- Total assets $ 206,540 $195,497 ================== ========== LIABILITIES & SHAREHOLDERS' EQUITY Interest-bearing liabilities Demand deposits $ 26,503 $677 2.55% $25,587 $649 2.54% Savings deposits 50,340 1,545 3.07% 51,226 1,525 2.98% Time deposits 83,536 4,613 5.52% 78,781 4,235 5.38% Fed funds purchased & T,T & L 1,871 80 4.28% 741 36 4.86% Long-term debt 740 37 5.00% 148 7 4.73% Repurchase agreements 8,211 395 4.81% 6,318 295 4.67% ------------------ ----------- ----- ---------- ---------- ----- Total interest-bearing liabilities 171,201 7,347 4.29% 162,801 6,747 4.14% ----------- ---------- Noninterest-bearing liabilities Demand deposits 12,978 12,058 Other liabilities 1,375 1,483 ------------------ ---------- Total noninterest-bearing liabilities 14,353 13,541 Total liabilities 185,554 176,342 Total shareholders' equity 20,986 19,155 ------------------ ---------- Total liabilities & shareholders' equity $ 206,540 $ 195,497 ================== ========== Net interest income $8,858 $8,259 =========== ========== Net interest spread 3.99% 3.98% ===== ===== Net yield on interest-earning assets 4.52% 4.47% ===== ===== 1995 ------------------------------------ (IN THOUSANDS) INTEREST AVERAGE INCOME/ YIELD/ BALANCE EXPENSE RATE ----------- ---------- ------ ASSETS Interest-earning assets Loans (net of unearned income) $116,331 $10,496 9.02% Taxable Securities - AFS 14,467 949 6.55% Taxable Securities - HTM 29,310 1,841 6.28% Tax-exempt securities - AFS 404 19 4.73% Tax-exempt securities - HTM 17,681 948 5.36% Federal funds sold 1,528 89 5.82% FHLB stock 127 9 7.68% ----------- ---------- ----- Total interest-earning assets 179,848 14,351 7.98% Noninterest-earning assets Cash and due from banks 5,597 Premises and equipment (net) 4,835 Other nonearning assets 2,283 Less: allowance for loan losses (1,587) ----------- Total noninterest-earning assets 11,128 ----------- Total assets $190,976 =========== LIABILITIES & SHAREHOLDERS' EQUITY Interest-bearing liabilities Demand deposits $24,797 $647 2.61% Savings deposits 52,348 1,578 3.01% Time deposits 76,230 4,041 5.30% Fed funds purchased & T,T & L - - 0.00% Long-term debt - - 0.00% Repurchase agreements 6,198 309 4.99% ----------- ---------- ----- Total interest-bearing liabilities 159,573 6,575 4.12% ---------- Noninterest-bearing liabilities Demand deposits 12,609 Other liabilities 1,331 ----------- Total noninterest-bearing liabilities 13,940 Total liabilities 173,513 Total shareholders' equity 17,463 ----------- Total liabilities & shareholders' equity $190,976 =========== Net interest income $7,776 ========== Net interest spread 3.86% ===== Net yield on interest-earning assets 4.32% =====
- - For purposes of this schedule, nonaccrual loans are included in loans. - - Net interest income is reported on a historical basis without tax-equivalent adjustment. - - Fees collected on loans are included in interest on loans. 14 16 MANAGEMENT'S DISCUSSION AND ANALYSIS UNITED BANCORP, INC. RATE/VOLUME ANALYSIS The table below describes the extent to which changes in interest rates and changes in volume of interest-earning assets and interest-bearing liabilities have affected interest income and expense during the periods indicated. For purposes of this table, changes in interest due to volume and rate were determined using the following methods: - - Volume variance results when the change in volume is multiplied by the previous year's rate. - - Rate variance results when the change in rate is multiplied by the previous year's volume. - - Rate/volume variance results when the change in volume is multiplied by the change in rate. Note: the rate/volume variance was allocated to volume variance and rate variance in proportion to the relationship of the absolute dollar amount of the change in each. Nonaccrual loans are ignored for purposes of the calculations due to the nominal amount of the loans.
- ---------------------------------------------------------------------------------------------------------------------------- 1997 COMPARED TO 1996 1996 COMPARED TO 1995 INCREASE/(DECREASE) INCREASE/(DECREASE) -------------------------------------- ---------------------------------------- CHANGE CHANGE CHANGE CHANGE (In thousands) TOTAL DUE TO DUE TO TOTAL DUE TO DUE TO CHANGE VOLUME RATE CHANGE VOLUME RATE ------------- ----------- ---------- ------------ ----------- ------------- Interest income Loans $1,082 $ 927 $155 $ 980 $ 889 $ 91 Taxable securities available for sale 210 170 40 754 714 40 Taxable securities held to maturity (125) (109) (16) (1,255) (1,045) (210) Tax-exempt securities available for sale 1 - 1 5 3 2 Tax-exempt securities held to maturity 48 43 5 97 102 (5) Federal funds sold (24) (28) 4 41 51 (10) FHLB stock 7 8 (1) 33 34 (1) ------------ ---------- --------- ----------- ---------- ------------ Total interest income 1,199 1,011 188 655 748 (93) Interest expense Demand deposits 28 23 5 2 20 (18) Savings deposits 20 (27) 47 (53) (33) (20) Time deposits 378 260 118 194 137 57 Fed funds purchased & T,T & L 44 49 (5) 36 36 - Long-term debt 30 31 (1) 7 7 - Repurchase agreements 100 91 9 (14) 5 (19) ------------ ---------- --------- ----------- ---------- ------------ Total interest expense 600 427 173 172 172 - ------------ ---------- --------- ----------- ---------- ------------ Net interest earnings $ 599 $ 584 $ 15 $ 483 $ 576 $ (93) ============ ========== ========= =========== ========== ============
CAPITAL RESOURCES Internal capital growth, through the retention of retained earnings, is the primary means of maintaining capital adequacy for the Banks. Shareholders' equity at year-end 1997 was $21,924,638 compared to $20,016,011 at year-end 1996, representing an increase of 9.54%. Equity totals include $167,664 in unrealized gains on securities available for sale, net of tax at year-end 1997, compared to $141,391 at year-end 1996. Total shareholders' equity in relation to total assets was 10.35% at year-end 1997 compared to 9.89% at year-end 1996. In 1996, UBCP established a Dividend Reinvestment Plan ("The Plan") for shareholders under which UBCP's common stock will be purchased by The Plan for participants with automatically reinvested dividends. The Plan does not represent a change in the dividend policy or a guarantee of future dividends. Shareholders who do not wish to participate in The Plan will continue to receive cash dividends, as declared in the usual and customary manner. UBCP has approved the issuance of 150,000 authorized and unissued shares of the common stock for purchase under The Plan. To date, all shares purchased by The Plan, except for 797 shares purchased from UBCP on October 21, 1996, have been purchased on the open market. 15 17 MANAGEMENT'S DISCUSSION AND ANALYSIS UNITED BANCORP, INC. LIQUIDITY Management's objective in managing liquidity is to maintain 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, 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 and a borrowing agreement with the Federal Home Loan Bank of Cincinnati, Ohio and the adjustment of interest rates to obtain depositors. Management feels that it has the capital adequacy, profitability, and reputation to meet the current and projected needs of its customers. For the year-ended 1997, the adjustments to reconcile net income to net cash from operating activities consisted mainly of depreciation and amortization of premises and equipment and intangibles, the provision for loan losses, gain on sales of loans, net amortization of securities and net changes in other assets and liabilities. Investing activities include changes in securities, net changes in loans, other real estate owned and premises and equipment. Financing activities include net changes in deposits and short and long-term borrowings and cash dividends paid. For a detailed illustration of sources and uses of cash, refer to the consolidated statement of cash flows presented elsewhere in the annual report. INFLATION Substantially all of the Company's assets and liabilities relate to banking activities and are monetary in nature. The consolidated financial statements and related financial data are presented in accordance with Generally Accepted Accounting Principles ("GAAP"). GAAP currently requires the Company to measure the financial position and results of operations in terms of historical dollars, with the exception of securities available for sale, which are measured at fair value. Changes in the value of money due to rising inflation can cause purchasing power loss. Management's opinion is that a movement in interest rates affects 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 effect 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 performance. YEAR 2000 Many computer programs, which are in use today, use only two digits to indicate which year is represented. If such computer applications are not changed to allow the data field to reflect the change in the century, the application may fail or create erroneous results at the Year 2000 due to the improper sequence of the year from "99" to "00". Management of the Company has conducted an evaluation of all significant computer systems used in the business of the Company to determine whether such systems will function at the change of the century. Management determined that most programs are or will be capable of identifying the turn of the century. In order to prevent potential credit quality issues, management is also assessing the Year 2000 compliance status of major loan customers to determine whether or not such entities are taking steps to ensure their systems will function properly in the Year 2000. Management closely monitors the issue and full compliance is expected by the end of 1998. Management does not anticipate any material costs to be incurred to update its systems to be Year 2000 compliant. 16 18 REPORT OF INDEPENDENT AUDITORS [CROWE CHIZEK LETTERHEAD] To the Shareholders and the Board of Directors United Bancorp, Inc. Martins Ferry, Ohio We have audited the accompanying consolidated balance sheets of United Bancorp, Inc. as of December 31, 1997 and 1996, and the related consolidated statements of income, changes in shareholders' equity and cash flows for each of the three years in the period ended December 31, 1997. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of United Bancorp, Inc. as of December 31, 1997 and 1996, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 1997 in conformity with generally accepted accounting principles. CROWE, CHIZEK AND COMPANY LLP CROWE, CHIZEK AND COMPANY LLP Columbus, Ohio January 16, 1998 19 CONSOLIDATED BALANCE SHEETS UNITED BANCORP, INC.
---------------------------------------- 1997 1996 ------------------- ------------------- ASSETS Cash and due from banks $ 7,535,762 $ 6,393,703 Federal funds sold 300,000 225,000 ------------------ ------------------ Total cash and cash equivalents 7,835,762 6,618,703 Securities available for sale, at fair value 31,201,146 28,064,029 Securities held to maturity (Estimated fair value of $28,750,051 in 1997 and $30,252,181 in 1996) 27,992,017 29,793,784 Total loans receivable 139,547,378 132,660,608 Allowance for loan losses (2,238,522) (2,022,987) ------------------ ------------------ Net loans receivable 137,308,856 130,637,621 Premises and equipment, net 5,169,127 5,184,782 Accrued interest receivable 1,539,580 1,412,504 Other real estate - 24,869 Other assets 695,825 628,566 ------------------ ------------------ Total assets $211,742,313 $202,364,858 ================== ================== LIABILITIES Demand deposits Non-interest bearing $ 12,839,094 $ 13,384,268 Interest-bearing 26,526,686 26,815,615 Savings deposits 49,558,180 49,881,823 Time deposits - under $100,000 70,339,250 67,490,727 Time deposits - $100,000 and over 16,528,086 13,939,808 ------------------ ------------------ Total deposits 175,791,296 171,512,241 Securities sold under agreements to repurchase 8,391,406 8,642,310 Other borrowed funds 4,278,017 704,492 Accrued expenses and other liabilities 1,356,956 1,489,804 ------------------ ------------------ Total liabilities 189,817,675 182,348,847 SHAREHOLDERS' EQUITY Common stock - $1 par value: 10,000,000 shares authorized; 2,238,314 - 1997 and 2,033,385 - 1996 issued and outstanding 2,238,314 2,033,385 Additional paid-in capital 15,459,399 11,726,390 Retained earnings 4,059,261 6,114,845 Unrealized gain on securities available for sale, net of tax 167,664 141,391 ------------------ ------------------ Total shareholders' equity 21,924,638 20,016,011 ------------------ ------------------ Total liabilities and shareholders' equity $211,742,313 $202,364,858 ================== ==================
See Accompanying Notes to the Consolidated Financial Statements. 18 20 CONSOLIDATED STATEMENTS OF INCOME UNITED BANCORP, INC.
----------------------------------------------------------- 1997 1996 1995 ------------ ------------ ------------ Interest and dividend income Loans, including fees $ 12,558,157 $ 11,476,002 $ 10,496,510 Taxable securities 2,373,180 2,288,783 2,789,968 Non-taxable securities 1,117,080 1,067,703 966,434 Federal funds sold 106,473 130,281 88,859 Dividends on Federal Home Loan Bank stock 50,272 43,322 9,751 ------------ ------------ ------------ Total interest and dividend income 16,205,162 15,006,091 14,351,522 Interest expense Deposits Demand 677,073 648,677 646,829 Savings 1,545,005 1,524,919 1,577,797 Time 4,612,835 4,235,365 4,041,388 Other borrowings 511,716 338,396 309,472 ------------ ------------- ------------ Total interest expense 7,346,629 6,747,357 6,575,486 ------------ ------------- ------------ NET INTEREST INCOME 8,858,533 8,258,734 7,776,036 Provision for loan losses 444,000 455,400 465,000 ------------ ------------- ------------ NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 8,414,533 7,803,334 7,311,036 Noninterest income Service charges on deposit accounts 570,167 609,414 564,206 Net realized gain on sales of securities - 26,540 10,836 Net realized gain on sales of loans 139,005 - - Other income 317,994 284,997 301,243 ------------ ------------ ------------ Total noninterest income 1,027,166 920,951 876,285 Noninterest expense Salaries and employee benefits 2,880,348 2,668,348 2,611,670 Occupancy 868,443 763,621 702,506 Insurance 133,846 88,372 278,479 Franchise and other taxes 355,971 296,580 244,966 Advertising 212,187 191,842 144,089 Stationery and office supplies 159,180 159,702 138,512 Other expenses 1,044,684 1,120,808 1,054,230 ------------ ------------ ------------ Total noninterest expense 5,654,659 5,289,273 5,174,452 ------------ ------------ ------------ INCOME BEFORE INCOME TAXES 3,787,040 3,435,012 3,012,869 Income tax expense 940,472 851,023 768,577 ------------ ------------ ------------ NET INCOME $ 2,846,568 $ 2,583,989 $ 2,244,292 ============ ============ ============ Earnings per common share - Basic $ 1.27 $ 1.16 $ 1.00 ============ =========== ============ Earnings per common share - Diluted $ 1.26 $ 1.15 $ 1.00 ============ ============ ============
See Accompanying Notes to the Consolidated Financial Statements. 19 21 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY UNITED BANCORP, INC.
----------------------------------------------------------------------- UNREALIZED GAIN/(LOSS) ADDITIONAL ON SECURITIES TOTAL COMMON PAID-IN RETAINED AVAILABLE SHAREHOLDERS' STOCK CAPITAL EARNINGS FOR SALE EQUITY ----------- ------------- ----------- --------------- ------------- BALANCE AT JANUARY 1, 1995 $1,847,942 $9,358,840 $5,477,736 $(166,458) $16,518,060 Net income 2,244,292 2,244,292 Cash dividends - $0.35 per share (776,136) (776,136) Net change in unrealized gain/(loss) on securities available for sale 465,657 465,657 ----------- ------------ ------------ ------------ ------------ BALANCE AT DECEMBER 31, 1995 1,847,942 9,358,840 6,945,892 299,199 18,451,873 Net income 2,583,989 2,583,989 10% Stock dividend 184,646 2,354,237 (2,538,883) Cash paid in lieu of fractional shares on 10% stock dividend (2,038) (2,038) Additional shares issued to fund Dividend Reinvestment Program 797 13,313 14,110 Cash dividends - $0.39 per share (874,115) (874,115) Net change in unrealized gain/(loss) on securities available for sale (157,808) (157,808) ----------- ------------ ------------ ------------ ------------ BALANCE AT DECEMBER 31, 1996 2,033,385 11,726,390 6,114,845 141,391 20,016,011 Net income 2,846,568 2,846,568 10% Stock dividend 203,279 3,710,053 (3,913,332) Cash paid in lieu of fractional shares on 10% stock dividend (4,095) (4,095) Proceeds and tax benefit from exercise of stock options 1,650 22,956 24,606 Cash dividends - $0.44 per share (984,725) (984,725) Net change in unrealized gain/(loss) on securities available for sale 26,273 26,273 ----------- ------------ ------------ -------------- ------------ BALANCE AT DECEMBER 31, 1997 $2,238,314 $15,459,399 $4,059,261 $ 167,664 $21,924,638 =========== ============ ============ ============== ============
See Accompanying Notes to the Consolidated Financial Statements. 20 22 CONSOLIDATED STATEMENTS OF CASH FLOWS UNITED BANCORP, INC.
-------------------------------------------------------------- 1997 1996 1995 ----------- ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 2,846,568 $ 2,583,989 $ 2,244,292 Adjustments to reconcile net income to net cash from operating activities Depreciation and amortization 469,909 452,132 354,291 Amortization of intangibles 52,428 92,521 93,191 Provision for loan losses 444,000 455,400 465,000 Deferred taxes (51,979) (14,950) (74,104) Federal Home Loan Bank stock dividend (34,225) (42,775) (9,500) Gains on sale/call of securities - (26,540) (10,836) (Accretion)/amortization of securities, net (18,437) 7,967 68,082 Gain on sale of other real estate owned (5,772) - - Net changes in accrued interest receivable and other assets (15,525) (195,497) 479,299 Net changes in accrued expenses and other liabilities (77,097) 74,995 117,602 ----------- ----------- ----------- Net cash from operating activities 3,609,870 3,387,242 3,727,317 CASH FLOWS FROM INVESTING ACTIVITIES Securities available for sale Proceeds from sales - 3,623,266 1,500,313 Proceeds from maturities/calls 12,700,000 10,500,000 1,750,941 Purchases (15,711,107) (15,218,563) (3,034,800) Securities held to maturity Proceeds from maturities/calls 2,770,000 4,861,765 9,590,396 Purchases (1,001,774) (5,331,530) (1,115,981) Net change in loans (7,363,779) (10,210,621) (14,419,891) Proceeds from sale of other real estate owned 30,641 - - Net purchases of premises and equipment (454,254) (735,677) (318,252) ----------- ----------- ----------- Net cash from investing activities (9,030,273) (12,511,360) (6,047,274) CASH FLOWS FROM FINANCING ACTIVITIES Net change in deposits 4,279,055 4,907,882 3,291,877 Net change in short-term borrowings 2,188,839 4,503,503 56,336 Proceeds from long-term debt 1,180,000 216,000 - Principal payments on long-term debt (46,218) (4,941) - Cash dividends paid (984,725) (874,115) (776,136) Cash paid in lieu of fractional shares in stock dividend (4,095) (2,038) - Proceeds from sale of common stock 24,606 14,110 - ----------- ----------- ----------- Net change from financing activities 6,637,462 8,760,401 2,572,077 ----------- ----------- ----------- Net change in cash and cash equivalents 1,217,059 (363,717) 252,120 Cash and cash equivalents at beginning of year 6,618,703 6,982,420 6,730,300 ----------- ----------- ----------- CASH AND CASH EQUIVALENTS AT END OF YEAR $ 7,835,762 $ 6,618,703 $ 6,982,420 =========== =========== =========== Interest paid $ 7,351,722 $ 6,750,440 $ 6,582,399 Income taxes paid 945,765 909,844 768,000 Non-cash transfer from loans to other real estate owned $ - $ 24,869 $ -
See Accompanying Notes to the Consolidated Financial Statements. 21 23 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS UNITED BANCORP, INC. NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES PRINCIPLES OF CONSOLIDATION: The consolidated financial statements include the accounts of United Bancorp, Inc. ("Company") and its wholly owned subsidiaries, ("Banks"), The Citizens Savings Bank of Martins Ferry, Ohio ("CITIZENS") and The Citizens-State Bank of Strasburg, Strasburg, Ohio ("CITIZENS-STATE"). All significant intercompany transactions and balances have been eliminated in consolidation. NATURE OF OPERATIONS: The Company's and Banks' revenues, operating income, and assets are primarily from the banking industry. Loan customers are mainly located in Belmont, Jefferson, Tuscarawas and Carroll Counties and the surrounding localities in northeastern and eastern Ohio, and include a wide range of individuals, business and other organizations. A major portion of loans are secured by various forms of collateral including real estate, business assets, consumer property and other items. Commercial loans are expected to be repaid from cash flows of the business. CITIZENS conducts its business through its main office in Martins Ferry, Ohio and three branches in Bridgeport, Colerain and St. Clairsville, Ohio. CITIZENS-STATE conducts its business through its main office in Strasburg, Ohio and its four branches located in Dover, New Philadelphia, Sherrodsville, and Dellroy, Ohio. USE OF ESTIMATES: To prepare financial statements in conformity with generally accepted accounting principles, 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 collectibility of loans, fair values of financial instruments and status of contingencies are particularly subject to change. CASH FLOW REPORTING: Cash and cash equivalents are defined as cash and due from banks and federal funds sold. Net cash flows are reported for customer loan and deposit transactions, securities sold under agreements to repurchase and short-term borrowings. SECURITIES: Securities are classified as held to maturity and carried at amortized cost when management has the positive intent and ability to hold them to maturity. Securities are classified as available for sale when they might be sold before maturity. Securities available for sale are carried at fair value, with unrealized holding gains and losses reported separately in shareholders' equity, net of tax. Securities are classified as trading when held for short-term periods in anticipation of market gains and are carried at fair value. Securities are written down to fair value when a decline in fair value is not temporary. Interest income includes amortization of purchase premiums and discounts. Realized gains and losses on sales are determined using the amortized cost of the specific security sold. LOANS: Loans are reported at the principal balance outstanding, net of deferred loan fees and costs. Interest income is reported on the interest method and includes amortization of net deferred loan fees and costs over the loan term. Interest income is not reported when management believes the collection of full loan repayment is doubtful, typically when payments are past due over 90 days. Payments received on such loans are reported as principal reductions. ALLOWANCE FOR LOAN LOSSES: The allowance for loan losses is a valuation allowance, 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, known and inherent risks in 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. 22 24 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS UNITED BANCORP, INC. NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) ALLOWANCE FOR LOAN LOSSES: (CONTINUED) Loan impairment is reported when full payment under the loan terms is not expected. Impairment is evaluated in total for smaller-balance loans of similar nature such as residential mortgage and consumer loans and on an individual loan basis for other loans. Loans held for sale are excluded from consideration of impairment. If a loan is impaired, a portion of the allowance is allocated so that the loan is reported, net, at the present value of estimated future cash flows using the loan's existing rate or at the fair value of collateral if repayment is expected solely from the collateral. Loans are evaluated for impairment when payments are delayed, typically 90 days or more, or when it is probable that all principal and interest amounts will not be collected according to the original terms of the loan. PREMISES AND EQUIPMENT: Asset cost is reported net of accumulated depreciation. Depreciation expense is calculated on the straight-line method over asset useful lives. These assets are reviewed for impairment when events indicate the carrying amount may not be recoverable. OTHER REAL ESTATE: Real estate acquired in settlement of loans is initially recorded at estimated fair value at acquisition. After acquisition, a valuation allowance reduces the reported amount to the lower of the initial amount or fair value less costs to sell. Expenses, gains and losses on disposition and changes in the valuation allowance are reported in other expenses. LOAN SERVICING: The Company has sold various loans to the Federal Home Loan Mortgage Corporation ("FHLMC") while retaining servicing rights. Gains and losses on loan sales are recorded at the time of the cash sale. Under a new accounting standard adopted in 1996, mortgage-servicing rights are recorded as assets when the related loan is sold. These assets are amortized in proportion to and over the period of, estimated net servicing income and are evaluated periodically for impairment. Impairment is evaluated based on the fair value of the rights using groupings of underlying loans with similar characteristics. The adoption of this standard did not materially affect the financial statements in 1997 or 1996. IDENTIFIED INTANGIBLES: Identified intangibles include the value of depositor relationships purchased which are being amortized on an accelerated method over eight years. Identified intangibles also include a non-compete covenant and capitalized organizational costs, which are being amortized on a straight-line method over five years. Identified intangibles are assessed for impairment based on estimated undiscounted cash flows and written down if necessary. At year-end 1997 and 1996, identified intangibles net of accumulated amortization totaled $121,209 and $173,637 and are included in other assets in the accompanying consolidated balance sheets. EMPLOYEE BENEFITS: A defined benefit pension plan covers all employees who have completed 1,000 hours of service during an anniversary year, measured from their date of hire, who have attained age 21 and who were hired before age 60. The plan calls for benefits to be paid to eligible employees at retirement, based primarily upon years of service and compensation rates near retirement. Contributions to the plan reflect benefits attributed to employees' services to date, as well as services expected to be earned in the future. Plan assets consist of primarily common stock and certificates of deposit. The Company offers a 401(k) plan, which covers all employees who have attained the age of 21 and have completed one year of service. Eligible employees may contribute up to 15% of their compensation subject to a maximum statutory limitation. The Company may make a discretionary matching contribution equal to a percentage of each participant's elective deferral not to exceed 6% of the participant's annual compensation. Employee contributions are always vested. Employer contributions become 100% vested after 5 years of service. Expense of the defined benefit plan is reported by spreading the expected contributions to the plan less long-term earnings on plan assets over the employee's service period. Expense of the 401(k) plan is based on the annual contribution. STOCK COMPENSATION: Expense for employee compensation under stock option plans is reported as expense only if options are granted below market price at grant date. Pro forma disclosures of net income and earnings per share are provided in Note 9 as if the fair value method of Statement of Financial Accounting Standards ("SFAS") No. 123 was used for stock-based compensation. 23 25 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS UNITED BANCORP, INC. NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) INCOME TAXES: Income tax expense is the sum of the current year income tax due or refundable and the change in deferred tax assets and liabilities. Deferred tax assets and liabilities are the expected future tax consequences of temporary differences between the carrying amounts and tax bases of assets and liabilities, computed using enacted tax rates. A valuation allowance, if needed, reduces deferred tax assets to the amount expected to be realized. STOCK DIVIDENDS: Dividends issued in stock are reported by transferring the market value of the stock issued from retained earnings to common stock and additional paid-in-capital. On August 19, 1997, a 10% stock dividend was approved for all shareholders of record on September 2, 1997 and distributed on September 19, 1997. Additionally, on April 17, 1996, a 10% stock dividend was approved for all shareholders of record on May 20, 1996 and distributed on June 20, 1996. All per share data has been retroactively adjusted for the 10% stock dividends in 1997 and 1996. FAIR VALUES OF FINANCIAL INSTRUMENTS: Fair values of financial instruments are estimated using relevant market information and other assumptions, as more fully disclosed separately. Fair value estimates involve uncertainties and matters of significant judgment regarding interest rates, credit risk, prepayments and other factors, especially in the absence of broad markets for particular items. Changes in assumptions or in market conditions could significantly affect the estimates. The fair value estimates of existing on-and off-balance sheet financial instruments does not include the value of anticipated future business or the values of assets and liabilities not considered financial instruments. EARNINGS AND DIVIDENDS PER COMMON SHARE: The Company adopted SFAS No. 128, "Earnings Per Share," on December 31, 1997. SFAS No. 128 requires dual presentation of basic and diluted earnings per share ("EPS") for entities with complex capital structures. All prior EPS data has been restated to conform to the new method. Basic EPS is based on net income divided by the weighted-average number of shares outstanding during the period. Diluted EPS shows the dilutive effect of additional common shares issuable under stock options. The weighted-average number of shares outstanding for basic EPS was 2,237,746 in 1997, 2,236,091 in 1996, and 2,236,010 in 1995. The weighted-average number of shares outstanding for diluted EPS, which includes the effect of stock options granted using the treasury stock method, was 2,254,937 in 1997, 2,244,058 in 1996, and 2,236,658 in 1995. The per share dilution of the stock options was $.01 in 1997 and 1996, while there was no per share dilution due to the stock options in 1995. PENDING AFFILIATIONS (UNAUDITED): In February 1998, the Company signed a definitive agreement with Southern Ohio Community Bancorporation, Inc. ("Southern"), whereby Southern will affiliate with the Company. The merger provides for an exchange ratio of 11 Company common shares for each issued and outstanding share of Southern common stock. It is anticipated that the transaction will be accounted for under the pooling of interests method of accounting. The merger is expected to be completed during the third quarter of 1998 following approval by bank regulators and Southern shareholders. The following condensed unaudited pro forma financial information presents selected balance sheet amounts and operating results of the Company and Southern as though they had been combined during all periods below.
1997 1996 1995 ------------- -------------- -------------- AT YEAR END Net loans $168,439,856 $163,759,621 $154,776,269 Total deposits 223,488,297 218,100,241 211,495,359 Total assets 263,607,313 252,965,858 240,188,526 SUMMARY OF OPERATIONS Net interest income $ 11,391,534 $ 10,726,734 $ 10,156,036 Net income 2,855,568 2,629,989 2,255,292 Net income per share - Basic 1.07 0.99 0.85 Net income per share - Diluted 1.06 0.98 0.85
RECLASSIFICATIONS: Some items in prior financial statements have been reclassified to conform to the current presentation. 24 26 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS UNITED BANCORP, INC. NOTE 2 - SECURITIES The amortized cost and estimated fair values of securities are as follows:
-------------------------------------------------------------------------------------------- AMORTIZED GROSS GROSS ESTIMATED COST UNREALIZED GAINS UNREALIZED LOSSES FAIR VALUE ----------------- ----------------- ------------------ --------------- AVAILABLE FOR SALE 1997 US Treasury obligations $ 3,262,614 $ 45,015 $ - $ 3,307,629 US Agency obligations 26,268,149 167,129 (9,060) 26,426,218 State and municipal obligations 551,647 25,069 - 576,716 Other investments 864,700 25,883 - 890,583 ----------------- --------------- ---------------- ------------- $ 30,947,110 $ 263,096 $ (9,060) $ 31,201,146 ================= =============== ================ ============= AVAILABLE FOR SALE 1996 US Treasury obligations $ 3,725,832 $ 73,570 $ - $ 3,799,402 US Agency obligations 23,032,148 146,839 (35,153) 23,143,834 State and municipal obligations 456,645 19,298 - 475,943 Other investments 635,175 9,675 - 644,850 ----------------- --------------- ---------------- ------------- $ 27,849,800 $ 249,382 $ (35,153) $ 28,064,029 ================= =============== ================ ============= HELD TO MATURITY 1997 US Agency obligations $ 7,499,869 $ - $ (26,919) $ 7,472,950 State and municipal obligations 20,492,148 785,707 (754) 21,277,101 ----------------- --------------- ---------------- ------------- $ 27,992,017 $ 785,707 $ (27,673) $ 28,750,051 ================= =============== ================ ============= HELD TO MATURITY 1996 US Agency obligations $ 9,535,396 $ 1,000 $ (84,324) $ 9,452,072 State and municipal obligations 20,258,388 634,056 (92,335) 20,800,109 ----------------- --------------- ---------------- ------------- $ 29,793,784 $ 635,056 $ (176,659) $ 30,252,181 ================= =============== ================ =============
Sales of securities available for sale were as follows:
1997 1996 1995 -------------- -------------- ---------------- Proceeds $ - $ 3,623,266 $ 1,500,313 Gross gains - 26,540 10,825 Gross losses - - -
One security sold during 1995 was classified as held to maturity at the time of sale. The sale occurred within 90 days of the maturity date of the security and therefore was considered a maturity under the provision of SFAS No. 115 and is classified as such in the consolidated statements of cash flows. Proceeds from the sale of the security were $1,007,187, with $11 recorded as gross gains. 25 27 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS UNITED BANCORP, INC. NOTE 2 - SECURITIES (CONTINUED) Contractual maturities of securities at year-end 1997 were as follows:
AVERAGE AMORTIZED ESTIMATED TAX EQUIVALENT AVAILABLE-FOR-SALE COST FAIR VALUE YIELD ------------------ ----------------- -------------- US TREASURY OBLIGATIONS Under 1 Year $ 1,774,396 $ 1,789,819 7.10% 1 - 2 Years 1,488,218 1,517,810 7.28% ------------------ ----------------- ------------- Total 3,262,614 3,307,629 7.18% ------------------ ----------------- ------------- US AGENCY OBLIGATIONS Under 1 Year 1,488,254 1,499,370 7.31% 1 - 2 Years 2,000,000 2,009,220 6.14% 2 - 5 Years 7,093,128 7,151,132 6.91% 5 - 10 Years 15,686,767 15,766,496 7.20% ------------------ ----------------- ------------- Total 26,268,149 26,426,218 7.05% ------------------ ----------------- ------------- STATE AND MUNICIPAL OBLIGATIONS 5 - 10 Years 456,647 481,716 8.33% Over 10 Years 95,000 95,000 7.27% ------------------ ----------------- ------------- Total 551,647 576,716 8.15% ------------------ ----------------- ------------- OTHER SECURITIES Equity securities 864,700 890,583 7.00% ------------------ ----------------- ------------- TOTAL SECURITIES AVAILABLE FOR SALE $ 30,947,110 $ 31,201,146 7.08% ================== ================= ============= AVERAGE AMORTIZED ESTIMATED TAX EQUIVALENT HELD TO MATURITY COST FAIR VALUE YIELD ------------------ ----------------- -------------- US AGENCY OBLIGATIONS Under 1 Year $ 6,499,869 $ 6,478,305 5.19% 1 - 2 Years 500,000 497,580 5.37% 2 - 5 Years 500,000 497,065 5.99% ------------------ ----------------- ------------- Total 7,499,869 7,472,950 5.26% ------------------ ----------------- ------------- STATE AND MUNICIPAL OBLIGATIONS Under 1 Year 891,529 908,399 9.10% 1 - 2 Years 1,486,517 1,551,374 9.43% 2 - 5 Years 9,838,657 10,253,253 8.16% 5 - 10 Years 8,049,314 8,337,944 7.74% Over 10 Years 226,131 226,131 6.11% ------------------ ----------------- ------------- Total 20,492,148 21,277,101 8.15% ------------------ ----------------- ------------- TOTAL SECURITIES HELD TO MATURITY $ 27,992,017 $ 28,750,051 8.10% ================== ================= =============
Securities with an amortized cost of $28,578,000 at December 31, 1997 and $25,125,000 at December 31, 1996 were pledged to secure public deposits, repurchase agreements and other liabilities as required or permitted by law. During 1995, $13,325,238 of securities were reclassified from held to maturity to available for sale, based on new interpretations issued for SFAS No. 115. Because of the transfer, shareholders' equity was increased by $63,815, which was the after tax effect of the net unrealized gain on the securities reclassified. 26 28 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS UNITED BANCORP, INC. NOTE 3 - LOANS Year-end loans were as follows:
1997 1996 ------------ ------------ Commercial loans $ 14,384,555 $ 12,415,431 Commercial real estate loans 45,593,321 41,212,569 Real estate loans 32,601,700 33,885,573 Installment loans 46,967,802 45,147,035 ------------ ------------ Total loans $139,547,378 $132,660,608 ============ ============
Loans to directors and officers, their immediate families, affiliated corporations, and other entities in which they own more than a 10% voting interest are summarized below: Aggregate balance - December 31, 1996 $ 2,135,565 New loans 1,467,485 Repayments (1,377,010) ----------- Aggregate balance - December 31, 1997 $ 2,226,040 ===========
The activity in the allowance for loan losses was as follows:
1997 1996 1995 ---------- ---------- ---------- BALANCE JANUARY 1, $2,022,987 $1,775,383 $1,437,734 Provision charged to operating expense 444,000 455,400 465,000 Loans charged-off (289,810) (251,241) (151,200) Recoveries of previous charge-offs 61,345 43,445 23,849 ---------- ---------- ---------- BALANCE DECEMBER 31, $2,238,522 $2,022,987 $1,775,383 ========== ========== ==========
Loans considered impaired under the provisions of SFAS No. 114 were not material during any of the periods presented. NOTE 4 - PREMISES AND EQUIPMENT Year-end premises and equipment were as follows:
1997 1996 ----------- ----------- Buildings and land $ 5,293,704 $ 5,297,242 Furniture and equipment 2,727,807 2,649,536 Leasehold improvements 263,977 -- Computer software 670,696 637,629 ----------- ----------- Total 8,956,184 8,584,407 Accumulated depreciation and amortization 3,787,057 3,399,625 ----------- ----------- Premises and equipment, net $ 5,169,127 $ 5,184,782 =========== ===========
27 29 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS UNITED BANCORP, INC. NOTE 4 - PREMISES AND EQUIPMENT (CONTINUED) On April 1, 1997, CITIZENS entered in to a five-year noncancelable operating lease for an in-store retail branch. The lessor is a business in which a director of the Company and CITIZENS holds an interest. The lease may be renewed for up to two additional five-year terms after March 31, 2002. Annual rent expense during the initial term of the lease is $22,500. Annual rent during the second and third five-year terms would be $26,000 and $30,000, respectively. Rental expense through December 31, 1997 was $16,875. Future lease payments are as follows: 1998 $22,500 1999 22,500 2000 22,500 2001 22,500 2002 5,625 ------- $95,625 =======
NOTE 5 - TIME DEPOSITS The scheduled maturities of time deposits as of December 31, 1997 is as follows:
UNDER $100,000 $100,000 AND OVER ------------- ------------- 1998 $35,389,786 $10,388,964 1999 20,369,768 3,402,352 2000 3,764,394 785,460 2001 6,328,249 1,290,310 2002 2,619,533 661,000 Thereafter 1,867,520 - ----------- ----------- $70,339,250 $16,528,086 =========== ===========
NOTE 6 - BORROWED FUNDS 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. Physical control is maintained for all securities sold under repurchase agreements. Information concerning securities sold under agreements to repurchase is summarized as follows:
1997 1996 --------------- -------------- Average daily balance during the year $8,211,000 $6,318,000 Average interest rate during the year 4.81% 4.67% Maximum month-end balance during the year $9,315,829 $8,667,310
Securities underlying these agreements at year-end were as follows:
1997 1996 -------------- -------------- Carrying value of securities $11,278,531 $9,574,054 Fair value of securities 11,379,751 9,606,556
28 30 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS UNITED BANCORP, INC. NOTE 6 - BORROWED FUNDS (CONTINUED) Other borrowed funds consists of a cash management line of credit and fixed-rate borrowings from the Federal Home Loan Bank ("FHLB") of Cincinnati, Ohio as well as a Treasury, Tax and Loan Note and federal funds purchased. At year-end 1997, the cash management line of credit enabled the Banks to borrow up to $18,000,000. The line of credit must be renewed on an annual basis. No variable-rate borrowings were outstanding on this line of credit with an original maturity of less than 90 days at year-end 1997 and $200,000 were outstanding at year-end 1996. The interest rate on this borrowing was 7.15% at year-end 1996. Additionally, as members of the Federal Home Loan Bank system at year-end 1997, the Banks had the ability to obtain up to $17,526,000 based on current FHLB stock ownership, or up to 25% of their total assets in advances from the FHLB subject to increased share ownership of FHLB stock and 1-4 family residential real estate loan collateral availability. The Banks had fixed-rate borrowings totaling $1,344,841 at year-end 1997 and $211,059 at year-end 1996. The weighted-average interest rates on the borrowings were 6.7% and 6.8%, respectively with monthly principal payments due through September 2012. Advances under the borrowing agreements are collateralized by a blanket pledge of the Banks' residential mortgage loan portfolio and FHLB stock. Borrowings under the Treasury, Tax, and Loan Note totaled $933,176 and $293,433 at year-end 1997 and 1996, respectively. Overnight federal funds purchased totaled $2,000,000 at year-end 1997. There were no overnight federal funds purchased at year-end 1996. At year-end 1997, required annual principal payments are as follows: 1998 $3,061,053 1999 112,802 2000 105,144 2001 99,858 2002 96,544 Thereafter 802,616 ------------ $4,278,017 ============
At December 31, 1997, the Banks have cash management lines of credit enabling borrowings up to $6.5 million with various correspondent banks. At year-end 1997 and 1996, there were no borrowings outstanding under these lines of credit. NOTE 7 - BENEFIT PLANS Pension expense includes the following:
1997 1996 1995 --------- --------- -------- Service cost of the current period $ 106,097 $ 110,710 $ 97,200 Interest cost on the projected benefit obligation 107,510 108,376 88,100 Return on assets held in the plan (104,394) (102,887) (91,700) Net amortization of prior service cost, transition liability and net gain 3,900 3,900 3,900 --------- --------- -------- Pension expense $ 113,113 $ 120,099 $ 97,500 ========= ========= ========
29 31 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS UNITED BANCORP, INC. NOTE 7 - BENEFIT PLANS (CONTINUED) The pension plan's funded status at year-end is as follows. Plan assets consist of common stock and certificates of deposit.
1997 1996 --------------- ------------------ Actuarial present value of benefit obligation Vested benefits $ 1,091,436 $ 953,299 Nonvested benefits 86,474 84,644 ------------ --------------- Accumulated benefit obligation 1,177,910 1,037,943 Effect of anticipated future compensation levels 469,954 463,397 ------------ --------------- Projected benefit obligation 1,647,864 1,501,340 Fair value of assets held in plan 1,797,636 1,493,113 ------------ --------------- Difference between projected benefit obligation and fair value of plan assets $ 149,772 $ (8,227) ============ ===============
Year-end components of prepaid pension expense consists of the following:
1997 1996 ------------- ------------- Difference between projected benefit obligation and fair value of plan assets $ 149,772 $ (8,227) Unamortized prior service cost 7,700 9,600 Net unrecognized gain from past experience different than assumed (138,094) 11,235 Unamortized liability at transition 6,900 8,900 ---------- ---------- Prepaid pension expense $ 26,278 $ 21,508 ========== ==========
Significant assumptions used:
1997 1996 1995 ----- ----- ----- Discount rate 7.00% 7.00% 7.00% Rate of increase in compensation levels 4.50% 4.50% 4.50% Expected long-term rate of return on assets 7.00% 7.00% 7.00%
The Company's 401(k) matching percentage was 25% of the employees' contribution for 1997, 1996 and 1995. The cash contribution and related expense included in salaries and employee benefits totaled $24,602 in 1997, $24,431 in 1996 and $19,951 in 1995. The Company entered into severance agreements with certain holding company officers in 1995. The original agreements were for a one-year period and extend automatically each year unless notice is given prior to June 30. No benefits are payable unless there has been a change in control and change in duties of the officers occurs. NOTE 8 - INCOME TAXES The provision for income taxes consists of:
1997 1996 1995 ------------- ------------ -------------- Current expense $992,451 $865,973 $842,681 Deferred expense/(benefit) (51,979) (14,950) (74,104) ------------- ------------ -------------- Total income tax expense $940,472 $851,023 $768,577 ============= ============ ==============
30 32 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS UNITED BANCORP, INC. NOTE 8 - INCOME TAXES (CONTINUED) The effective tax rate differs from the statutory federal income tax rate as follows:
1997 1996 1995 -------------- ------------- ------------ Statutory rate 34.00% 34.00% 34.00% ------------- ------------ ----------- Income taxes computed at the statutory federal tax rate $1,287,594 $1,167,904 $1,024,375 Add/(subtract) tax effect of: Tax exempt interest income (357,064) (328,508) (291,334) Other 9,942 11,627 35,536 ------------- ------------- ----------- Total income tax expense $ 940,472 $851,023 $ 768,577 ============= ============= ===========
The sources of gross deferred tax assets and gross deferred tax liabilities are as follows:
1997 1996 --------------- ------------- ITEMS GIVING RISE TO DEFERRED TAX ASSETS Allowance for loan losses in excess of tax reserve $ 676,358 $ 581,657 Amortization of intangibles 73,942 70,067 Deferred compensation 36,944 2,944 Other 18,878 1,490 -------------- ------------ Total deferred tax assets 806,122 656,158 ITEMS GIVING RISE TO DEFERRED TAX LIABILITIES Depreciation (490,461) (443,659) Deferred loan costs, net (172,255) (171,466) Unrealized gain on securities available for sale (86,372) (72,838) Accretion (62,774) (43,707) FHLB stock dividends (34,714) (17,782) Mortgage servicing rights (21,193) - Other (2,113) (8,911) -------------- ------------ Total deferred tax liabilities (869,882) (758,363) -------------- ------------ Net deferred tax liability $ (63,760) $(102,205) ============== ============
NOTE 9 - STOCK OPTIONS The Company adopted a nonqualified stock option plan for directors and bank holding company officers in 1995. The plan was subsequently ratified by shareholders on April 17, 1996. The exercise price for options granted under this plan will be no less than 100% of the fair market value of the shares on the date of grant adjusted for stock dividends and stock splits. A summary of the status of the Company's stock option plan as of year-end 1997, 1996 and 1995 and changes during those years is presented in the table following. All share and per share prices have been restated to reflect the 10% stock dividends distributed on September 19, 1997 and June 20, 1996. 31 33 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS UNITED BANCORP, INC. NOTE 9 - STOCK OPTIONS (CONTINUED)
1997 1996 1995 ----------------------- -------------------------------- --------------------------- WEIGHTED- WEIGHTED- WEIGHTED- AVERAGE AVERAGE AVERAGE EXERCISE EXERCISE EXERCISE SHARES PRICE SHARES PRICE SHARES PRICE ------- -------------- ----------------- ------------- ------ ------------------ Outstanding at beginning of year 78,485 $12.36 80,465 $12.35 - $ - Granted 5,000 22.00 1,650 12.96 80,465 12.35 Exercised (1,815) 12.35 - - - - Forfeited (1,815) 12.35 (3,630) 12.35 - - ------- ------- ------ Outstanding at end of year 79,855 12.97 78,485 12.36 80,465 12.35 ======= ======= ====== Remaining shares available for grant at year-end 30,131 33,316 31,336 Options exercisable at year-end - - -
The weighted-average fair value per share of options granted during 1997, 1996 and 1995 was $8.65, $5.71 and $5.00, respectively. The fair value of options granted was estimated using the Black-Scholes options pricing model with the following weighted-average information: risk-free interest rate of 5.88%, 6.84% and 5.93% for 1997, 1996 and 1995, respectively; expected life of 8 years for 1997, 9 years and 3 months for 1996 and 10 years for 1995; expected volatility of stock price of 33.30%, 40.40% and 43.23% for 1997, 1996 and 1995, respectively; and expected dividends per year of 2.02%, 2.67% and 3.38% for 1997, 1996 and 1995, respectively. The following table summarized information about stock options outstanding at December 31, 1997:
NUMBER NUMBER EXERCISE OUTSTANDING DATE OF EXERCISABLE PRICE AT 12/31/97 EXPIRATION AT 12/31/97 ---------- ----------- ---------- ----------- $12.35 73,205 11/21/05 - 12.96 1,650 11/21/05 - 22.00 5,000 11/21/05 -
The options are first exercisable after February 21, 2005, except in the event certain financial performance criteria are met, in which case such options may become exercisable in installments, 40% in 1998, 20% in 1999 and the balance in 2000. All options become immediately exercisable upon retirement, death or in the event of a change in control of the Company. 32 34 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS UNITED BANCORP, INC. NOTE 9 - STOCK OPTIONS (CONTINUED) SFAS No. 123, which became effective for 1996, requires pro forma disclosures for options granted during 1995 and in subsequent years by corporations that do not adopt its fair value accounting method for stock-based employee compensation. Accordingly, the following pro forma information presents net income and earnings per share had the Standard's fair value method been used to measure compensation cost for stock option plans. No compensation expense was actually recognized for any of the periods presented.
1997 1996 1995 ----------- ----------- ----------- Net income as reported $2,846,568 $2,583,989 $2,244,292 Proforma net income 2,814,841 2,556,313 2,241,253 Earnings per share as reported - Basic $ 1.27 $ 1.16 $ 1.00 Earnings per share as reported - Diluted 1.26 1.15 1.00 Proforma earnings per share - Basic 1.26 1.14 1.00 Proforma earnings per share - Diluted 1.25 1.14 1.00
NOTE 10 - COMMITMENTS, OFF-BALANCE SHEET RISK AND CONTINGENCIES There are various contingent liabilities that are not reflected in the financial statements, including claims and legal actions arising in the ordinary course of business. In the opinion of management, after consultation with legal counsel, the ultimate disposition of these matters is not expected to have a material effect on financial condition or results of operations. Some financial instruments are used in the normal course of business to meet the financing needs of customers. These financial instruments include commitments to extend credit, standby letters of credit and financial guarantees. These involve, to varying degrees, credit and interest-rate risk in excess of the amounts reported in the financial statements. Exposure to credit loss if the other party does not perform is represented by the contractual amount for commitments to extend credit, standby letters of credit and financial guarantees written. The same credit policies are used for commitments and conditional obligations as are used for loans. The amount of collateral obtained, if deemed necessary, upon extension of credit is based on management's credit evaluation. Collateral varies, but may include accounts receivable, inventory, property, equipment, income-producing commercial properties, residential real estate and consumer assets. Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the commitment. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being used, total commitments do not necessarily represent the future cash requirement. Standby letters of credit and financial guarantees written are conditional commitments to guarantee a customer's performance to a third party. A summary of the notional or contractual amounts of financial instrument with off-balance sheet risk at year-end is as follows:
1997 1996 ----------- ----------- Commitments to extend credit $15,776,023 $11,751,344 Standby letters of credit 244,000 156,000
There were no fixed-rate commitments or standby letters of credit at year-end 1997. At year-end 1996, and included above, commitments to make fixed-rate loans at current market rates totaled $80,000 with the interest rates on those fixed-rate commitments ranging from 7.84% to 9.99%. At year-end 1997 and 1996, reserves of $692,000 and $676,000 were required as deposits with the Federal Reserve or as cash on hand. These reserves do not earn interest. 33 35 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS UNITED BANCORP, INC. NOTE 11 - CONCENTRATIONS OF CREDIT RISK The Banks grant commercial, commercial real estate, real estate and installment loans to customers mainly in Belmont, Tuscarawas and Carroll Counties and the surrounding localities. The Banks also grant commercial and commercial real estate loans in the Columbus, Ohio area. Substantially all loans are secured by specific items of collateral including business assets, consumer assets, commercial real estate and residential real estate. At December 31, 1997, and 1996, total commercial and commercial real estate loans made up 43.0% and 40.4% respectively of the loan portfolio, with 25.7% and 29.4% of these loans secured by commercial real estate and business assets in the Columbus, Ohio area. Installment loans account for 33.7% and 34.0% of the loan portfolio and are secured by consumer assets including automobiles, which account for 84.9% and 83.1%, respectively, of the installment loan portfolio. Real estate loans comprise 23.3% and 25.5% of the loan portfolio as of December 31, 1997 and 1996, respectively, and primarily include first mortgage loans on residential properties and home equity lines of credit. Included in cash and due from banks and federal funds sold as of December 31, 1997 and 1996, is $3,617,049 and $3,639,127, respectively on deposit with Mellon Bank, NA, Pittsburgh, Pennsylvania. NOTE 12 - FAIR VALUE OF FINANCIAL INSTRUMENTS The following methods and assumptions were used to estimate fair values for financial instruments. The carrying amount is considered to estimate fair value for cash and cash equivalents, deposit liabilities subject to immediate withdrawal, short-term borrowings, mortgage-servicing rights, accrued interest receivable and payable and variable-rate loans that reprice at intervals of less than six months. Securities fair values are based on quoted market prices or, if no quotes are available, on the rate and term of the security and on information about the issuer. For fixed-rate loans that reprice less frequently than each six months, time deposits and long-term debt, the fair value is estimated by a discounted cash flow analysis using current market rates for the estimated life and credit risk. Fair values for impaired loans are estimated using discounted cash flow analysis or underlying collateral values, where applicable. Fair value of loans held for sale is based on market estimates. The fair value of off-balance sheet items was not material at year-end 1997 and 1996. The estimated year-end fair values of financial instruments were:
1997 1996 --------------------------- --------------------------- (Dollars in thousands) CARRYING FAIR CARRYING FAIR AMOUNT VALUE AMOUNT VALUE ------------- ------------ ------------- ------------ Financial assets: Cash and cash equivalents $ 7,836 $ 7,836 $ 6,619 $ 6,619 Securities available for sale 31,201 31,201 28,064 28,064 Securities held to maturity 27,992 28,750 29,794 30,252 Loans receivable, net 137,309 135,184 130,638 131,587 Mortgage servicing rights 62 62 - - Accrued interest receivable 1,540 1,540 1,412 1,412 Financial liabilities: Demand and savings deposits $ 88,924 $ 88,924 $ 90,082 $ 90,082 Time deposits 86,867 88,893 81,431 82,303 Short-term borrowings 11,325 11,325 9,136 9,136 Long-term debt 1,345 1,460 211 216 Accrued interest payable 729 729 734 734
NOTE 13 - REGULATORY MATTERS The Company and Banks are subject to regulatory capital requirements administered by federal banking agencies. Capital adequacy guidelines and prompt corrective action regulations involve quantitative measures of assets, liabilities and certain off-balance-sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators about components, risk weightings and other factors and the regulators can lower classifications in certain cases. Failure to meet various capital requirements can initiate regulatory action that could have a direct material effect on the financial statements. 34 36 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS UNITED BANCORP, INC. NOTE 13 - REGULATORY MATTERS (CONTINUED) The prompt corrective action regulations provide five classifications, including well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized, although these terms are not used to represent overall financial condition. If adequately capitalized, regulatory approval is required to accept brokered deposits. If undercapitalized, capital distributions are limited, as is asset growth and expansion, and plans for capital restoration are required. The minimum requirements are: TOTAL TIER 1 TIER 1 CAPITAL TO CAPITAL TO CAPITAL RISK-WEIGHTED RISK-WEIGHTED TO 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%
At year-end, consolidated and Bank only actual capital levels and minimum levels (in thousands) were:
MINIMUM REQUIRED MINIMUM REQUIRED TO BE WELL CAPITALIZED FOR CAPITAL UNDER PROMPT CORRECTIVE ACTUAL ADEQUACY PURPOSES ACTION REGULATIONS ----------------- -------------------- ------------------- AMOUNT RATIO AMOUNT RATIO AMOUNT RATIO ------ ----- ------ ----- ------ ----- 1997 Total capital (to risk weighted assets) Consolidated $23,423 16.4 % $11,449 8.0 % $14,312 10.0 % Citizens-Martins Ferry 12,696 12.4 8,172 8.0 10,215 10.0 Citizens-Strasburg 5,969 14.5 3,288 8.0 4,110 10.0 Tier 1 capital (to risk weighted assets) Consolidated $21,628 15.1 % $ 5,725 4.0 % $ 8,587 6.0 % Citizens-Martins Ferry 11,418 11.2 4,086 4.0 6,129 6.0 Citizens-Strasburg 5,451 13.3 1,644 4.0 2,466 6.0 Tier 1 capital (to average assets) Consolidated $21,628 10.2 % $ 8,478 4.0 % $10,597 5.0 % Citizens-Martins Ferry 11,418 7.9 5,775 4.0 7,219 5.0 Citizens-Strasburg 5,451 8.1 2,703 4.0 3,379 5.0 1996 Total capital (to risk weighted assets) Consolidated $21,328 16.6 % $10,307 8.0 % $12,884 10.0 % Citizens-Martins Ferry 14,920 14.3 8,340 8.0 10,425 10.0 Citizens-Strasburg 5,888 15.7 3,010 8.0 3,762 10.0 Tier 1 capital (to risk weighted assets) Consolidated $19,712 15.3 % $ 5,154 4.0 % $ 7,731 6.0 % Citizens-Martins Ferry 13,617 13.1 4,170 4.0 6,255 6.0 Citizens-Strasburg 5,418 14.4 1,503 4.0 2,257 6.0 Tier 1 capital (to average assets) Consolidated $19,712 9.8 % $ 8,038 4.0 % $10,047 5.0 % Citizens-Martins Ferry 13,617 9.8 5,534 4.0 6,908 5.0 Citizens-Strasburg 5,418 8.7 2,493 4.0 3,116 5.0
The Company and Banks at year-end 1997 and 1996 were categorized as well capitalized. Management is not aware of any conditions subsequent to year-end that would change the Company's or the Banks' capital category. 35 37 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS UNITED BANCORP, INC. NOTE 14 - PARENT COMPANY CONDENSED FINANCIAL STATEMENTS The Company's primary source of funds to pay dividends to shareholders is the dividends it receives from the Banks. The Banks are subject to certain restrictions on the amount of dividends that they may declare without prior regulatory approval. At year-end 1997, $1,762,716 of retained earnings was available for dividend declaration without prior regulatory approval. Following are condensed parent company financial statements: Condensed Balance Sheets December 31, 1997 and 1996
1997 1996 --------------- ---------------- Assets: Cash $ 150,438 $ 165,827 Certificates of deposit 283,090 272,330 Investment in subsidiaries 17,380,419 19,573,305 Loans to subsidiaries 4,095,000 - Other assets 138,231 20,177 --------------- ---------------- $ 22,047,178 $ 20,031,639 =============== ================ Liabilities and equity: Other liabilities $ 122,540 $ 15,628 Shareholders' equity 21,924,638 20,016,011 --------------- ---------------- Total liabilities and shareholders' equity $ 22,047,178 $ 20,031,639 =============== ================
Condensed Statements of Income Years ended December 31, 1997, 1996 and 1995
1997 1996 1995 ------------- ------------ ------------- Operating income Dividends from subsidiaries $ 5,140,734 $ 961,831 $ 876,160 Other income 19,756 12,296 12,346 ------------ ----------- ---------- Total operating income 5,160,490 974,127 888,506 Operating expenses 126,873 139,113 142,000 ------------ ----------- ---------- Income before income taxes and (distributions in excess of)/equity in undistributed net income. 5,033,617 835,014 746,506 Income tax benefit 20,110 57,250 20,399 ------------ ----------- ---------- Income before (distributions in excess of) /equity in undistributed earnings of subsidiaries 5,053,727 892,264 766,905 (Distributions in excess of)/equity in undistributed earnings of subsidiaries (2,207,159) 1,691,725 1,477,387 ------------ ----------- ---------- Net income $ 2,846,568 $ 2,583,989 $2,244,292 ============ =========== ==========
36 38 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS UNITED BANCORP, INC. NOTE 14 - PARENT COMPANY CONDENSED FINANCIAL STATEMENTS (CONTINUED) Condensed Statements of Cash Flows Years ended December 31, 1997, 1996 and 1995
1997 1996 1995 ---------------- ---------------- -------------- CASH FLOWS FROM OPERATING ACTIVITIES Net income $2,846,568 $2,583,989 $ 2,244,292 Adjustments to reconcile net income to net cash from operating activities: Distributions in excess of/(equity in undistributed) earnings of subsidiaries 2,207,159 (1,691,725) (1,477,387) Net change in other assets and other liabilities (16,342) (28,953) 13,467 Amortization of intangibles 17,200 18,412 18,436 --------------- --------------- ------------- Net cash from operating activities 5,054,585 881,723 798,808 CASH FLOWS FROM INVESTING ACTIVITIES Net change in certificates of deposit (10,760) (9,945) 38,813 Loans to subsidiaries (4,095,000) - - --------------- --------------- ------------- Net cash from investing activities (4,105,760) (9,945) 38,813 CASH FLOWS FROM FINANCING ACTIVITIES Dividends paid to shareholders (984,725) (874,115) (776,136) Proceeds from sale of common stock 24,606 14,110 - Cash paid in lieu of fractional shares (4,095) (2,038) - --------------- --------------- ------------- Net cash from financing activities (964,214) (862,043) (776,136) --------------- --------------- ------------- NET CHANGE IN CASH (15,389) 9,735 61,485 CASH AT BEGINNING OF YEAR 165,827 156,092 94,607 --------------- --------------- ------------- CASH AT END OF YEAR $ 150,438 $ 165,827 $ 156,092 =============== =============== =============
NOTE 15 - IMPACT OF RECENT ACCOUNTING STANDARDS SFAS No. 128, "Earnings Per Share," was adopted in 1997 and requires dual presentation of basic earnings per share ("EPS") and diluted EPS for entities with complex capital structures. Basic EPS is computed by dividing income available to common shareholders by the weighted-average common shares outstanding for the period. Diluted EPS reflects the potential dilution of securities that could share in earnings such as stock options, warrants, or other common stock equivalents. Adoption of SFAS No. 128 did not significantly alter EPS data previously reported by the Company. SFAS No. 129, "Disclosures of Information about Capital Structure," became effective for the Company in 1997. SFAS No. 129 consolidated existing accounting guidance relating to disclosure about a company's capital structure. SFAS No. 129 did not affect the Company's disclosures. Two additional pronouncements become effective for the Company in 1998. SFAS No. 130, "Reporting Comprehensive Income," and SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information," will each require selected additional disclosures in the Company's 1998 financial statements. 37 39 DIRECTORS OF UNITED BANCORP, INC. Michael J. Arciello 3 . . . . . . . . . . . . . . Vice President of Finance, Nickles, Bakeries, Inc., Navarre, Ohio Herman E. Borkoski 2 . . . . . . . . . . . . . . President, Borkoski Funeral Homes, Inc., Tiltonsville, Ohio John H. Clark, Jr. 1,3 . . . . . . . . . . . . . Foundry Owner, Retired, Wheeling, West Virginia James W. Everson 1 . . . . . . . . . . . . . . . Chairman, President & Chief Executive Officer, United Bancorp, Inc., and The Citizens Savings Bank, Martins Ferry, Ohio. Dr. Leon F. Favede 3 . . . . . . . . . . . . . . Optometrist, Bridgeport, Ohio John M. Hoopingarner 3 . . . . . . . . . . . . . General Manager, Muskingum Watershed Conservancy District, New Philadelphia, Ohio Richard L. Riesbeck 1,3 . . . . . . . . . . . . . President, Riesbeck Food Markets, Inc., St. Clairsville, Ohio Errol C. Sambuco 2 . . . . . . . . . . . . . . . President, The Ohio Coatings Company, Yorkville, Ohio Matthew C. Thomas 1,2 . . . . . . . . . . . . . . President, M.C. Thomas Insurance, Bridgeport, Ohio OFFICERS OF UNITED BANCORP, INC. James W. Everson . . . . . . . . . . . . . . . . Chairman, President & Chief Executive Officer Harold W. Price . . . . . . . . . . . . . . . . . Vice President - Administration Norman F. Assenza, Jr. . . . . . . . . . . . . . Vice President - Operations and Secretary Randall M. Greenwood . . . . . . . . . . . . . . Vice President - Chief Financial Officer James A. Lodes . . . . . . . . . . . . . . . . . Vice President - Lending Ronald S. Blake . . . . . . . . . . . . . . . . . Treasurer DIRECTORS OF THE CITIZENS SAVINGS BANK, MARTINS FERRY, OHIO Herman E. Borkoski 2 . . . . . . . . . . . . . . President, Borkoski Funeral Homes, Inc., Tiltonsville, Ohio John H. Clark, Jr. 1 . . . . . . . . . . . . . . Foundry Owner, Retired, Wheeling, West Virginia James W. Everson 1 . . . . . . . . . . . . . . . Chairman, President & Chief Executive Officer, The Citizens Savings Bank, Martins Ferry, Ohio. Dr. Leon F. Favede . . . . . . . . . . . . . . . Optometrist, Bridgeport, Ohio Richard L. Riesbeck 1 . . . . . . . . . . . . . . President, Riesbeck Food Markets, Inc. St., Clairsville, Ohio Errol C. Sambuco 2 . . . . . . . . . . . . . . . President, The Ohio Coatings Company, Yorkville, Ohio Matthew C. Thomas 1,2 . . . . . . . . . . . . . . President, M.C. Thomas Insurance, Bridgeport, Ohio Donald A. Davison, Director Emeritus 1969-1997 . United Bancorp, Inc. and The Citizens Savings Bank Albert W. Lash, Director Emeritus 1975-1996 . . . United Bancorp, Inc. and The Citizens Savings Bank Premo R. Funari, Director Emeritus 1976 - 1997 . United Bancorp, Inc. and The Citizens Savings Bank
1 = Executive Committee 2 = Audit Committee 3 = Compensation Committee 40 OFFICERS OF THE CITIZENS SAVINGS BANK, MARTINS FERRY, OHIO James W. Everson . . . . . . . . . . . . . . . . Chairman, President & Chief Executive Officer Norman F. Assenza, Jr. . . . . . . . . . . . . . Senior Vice President - Operations and Secretary Randall M. Greenwood . . . . . . . . . . . . . . Senior Vice President - Chief Financial Officer James A. Lodes . . . . . . . . . . . . . . . . . Senior Vice President - Lending Ronald S. Blake . . . . . . . . . . . . . . . . . Vice President - Treasurer Cleo S. Dull . . . . . . . . . . . . . . . . . . Vice President - Customer Service William S. Holbrook . . . . . . . . . . . . . . . Vice President - Administration Joseph Bednarik . . . . . . . . . . . . . . . . . Assistant Vice President Scott A. Everson . . . . . . . . . . . . . . . . Assistant Vice President Lloyd G. Hood . . . . . . . . . . . . . . . . . . Assistant Vice President Raye Lynn Ackerman . . . . . . . . . . . . . . . Loan Administration Manager Dolores Graham . . . . . . . . . . . . . . . . . Customer Service Officer Judith C. Miller . . . . . . . . . . . . . . . . Customer Service Officer Richard A. Cook . . . . . . . . . . . . . . . . . Loan Officer Thomas E. Ososki . . . . . . . . . . . . . . . . Loan Officer Matthew D. Jenkins . . . . . . . . . . . . . . . Accounting/Customer Service Officer Michael A. Lloyd . . . . . . . . . . . . . . . . Data Processing Officer DIRECTORS OF THE CITIZENS-STATE BANK, STRASBURG, OHIO Michael J. Arciello (1,2) . . . . . . . . . . . . Vice President of Finance, Nickles Bakeries, Inc. Navarre, Ohio James W. Everson (1) . . . . . . . . . . . . . . Chairman, President & Chief Executive Officer, United Bancorp, Inc. and The Citizens Savings Bank, Martins Ferry, Ohio John R. Herzig (2) . . . . . . . . . . . . . . . President, Toland-Herzig Funeral Homes, Strasburg, Ohio Dwain R. Hicks . . . . . . . . . . . . . . . . . President, Hicks Consulting and Investing, New Philadelphia, Ohio John M. Hoopingarner (1) . . . . . . . . . . . . General Manager, Muskingum Watershed Conservancy District, New Philadelphia, Ohio Michael A. Ley (2) . . . . . . . . . . . . . . . President and Owner, Robert's Men's Shops, New Philadelphia, Ohio Harold W. Price (1) . . . . . . . . . . . . . . . President, The Citizens-State Bank, Strasburg, Ohio OFFICERS OF THE CITIZENS-STATE BANK, STRASBURG, OHIO Michael J. Arciello . . . . . . . . . . . . . . Chairman of the Board Harold W. Price . . . . . . . . . . . . . . . . . President and Chief Executive Officer Charles E. Allensworth . . . . . . . . . . . . . Executive Vice President Martin L. Merryman . . . . . . . . . . . . . . . Vice President Andrea R. Miley . . . . . . . . . . . . . . . . . Treasurer Carol L. Rambaud . . . . . . . . . . . . . . . . Branch Manager Susan A. Wickham . . . . . . . . . . . . . . . . Branch Manager Dianne M. Cole . . . . . . . . . . . . . . . . . Branch Manager
(1) = Executive Committee (2) = Audit Committee (3) = Compensation Committee EX-23 3 EXHIBIT 23 1 EXHIBIT 23 UNITED BANCORP, INC. FORM 10-K CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the prospectus constituting part of the registration statement on Form S-3 for United Bancorp, Inc., Dividend Reinvestment Plan of our report dated January 16, 1998 on the 1997 consolidated financial statements of United Bancorp, Inc., which report is incorporated by reference in this Form 10-K. Crowe, Chizek and Company LLP Columbus, Ohio March 26, 1998 EX-27.1 4 EXHIBIT 27.1
9 YEAR DEC-31-1997 DEC-31-1997 7,536 0 300 0 31,201 27,992 28,750 139,547 2,239 211,742 175,791 11,324 1,357 1,345 0 0 2,238 19,687 211,742 12,558 3,541 106 16,205 6,835 7,347 8,858 444 0 5,655 3,787 2,847 0 0 2,847 1.27 1.26 4.52 268 319 0 0 2,023 289 61 2,239 2,239 0 590
EX-27.2 5 EXHIBIT 27.2
9 YEAR 9-MOS 6-MOS 3-MOS DEC-31-1996 DEC-31-1996 DEC-31-1996 DEC-31-1996 DEC-31-1996 SEP-30-1996 JUN-30-1996 MAR-31-1996 6,394 6,604 5,730 6,518 0 0 0 0 225 4,210 500 1,300 0 0 0 0 28,064 24,806 23,553 27,159 29,794 30,718 30,945 30,174 30,252 30,985 31,036 30,548 130,638 127,479 126,082 124,217 2,023 1,999 1,929 1,851 202,365 199,498 192,410 195,401 171,512 171,199 166,368 166,880 9,347 7,529 5,823 8,257 1,490 1,346 1,194 1,504 0 0 0 0 0 0 0 0 0 0 0 0 2,033 2,033 2,033 1,848 17,983 17,391 16,992 16,912 202,365 199,498 192,410 195,401 11,476 8,491 5,593 2,785 3,400 2,518 1,688 849 130 127 81 26 15,006 11,136 7,362 3,660 6,409 4,743 3,112 1,547 6,747 4,986 3,279 1,633 8,259 6,150 4,083 2,027 455 344 233 111 27 27 27 0 5,289 4,002 2,644 1,303 3,435 2,569 1,723 869 3,435 2,569 1,723 869 0 0 0 0 0 0 0 0 2,584 1,937 1,305 647 1.16 0.87 0.59 0.29 1.15 0.86 0.58 0.29 4.47 4.38 4.51 4.50 79 134 134 150 256 101 101 115 0 0 0 0 0 0 0 0 1,775 1,775 1,775 1,775 251 160 108 51 43 39 29 16 2,022 1,999 1,929 1,851 2,022 1,999 1,929 1,851 0 0 0 0 702 969 715 639
EX-27.3 6 EXHIBIT 27.3
9 YEAR 9-MOS 6-MOS 3-MOS DEC-31-1995 DEC-31-1995 DEC-31-1995 DEC-31-1995 DEC-31-1995 SEP-30-1995 JUN-30-1995 MAR-31-1995 6,382 5,884 5,402 6,467 0 0 0 0 600 140 475 245 0 0 0 0 27,108 15,391 14,134 13,609 29,362 45,744 48,179 50,779 29,986 46,430 48,745 50,174 122,683 121,855 116,019 111,837 1,775 1,634 1,586 1,497 191,200 194,584 189,627 188,959 166,604 166,878 165,224 167,428 4,632 8,447 5,678 3,230 1,511 1,332 1,217 1,259 0 0 0 0 0 0 0 0 0 0 0 0 1,848 1,848 1,848 1,848 16,604 16,079 15,660 15,194 191,200 194,584 189,627 188,959 10,497 7,703 4,966 2,395 3,766 2,868 1,938 988 89 67 49 13 143,352 10,638 6,953 3,396 6,266 4,663 3,082 1,498 6,576 4,879 3,203 1,556 7,776 5,759 3,750 1,840 465 294 169 71 11 12 12 0 5,234 3,915 2,687 1,359 3,013 2,237 1,371 649 3,013 2,237 1,371 649 0 0 0 0 0 0 0 0 2,244 1,671 1,034 500 1.00 0.75 0.47 0.23 1.00 0.75 0.47 0.23 4.32 4.32 4.20 4.20 105 35 263 99 91 166 98 32 0 0 0 0 0 0 0 0 1,438 1,438 1,438 1,438 152 118 33 70 24 20 12 6 1,775 1,634 1,586 1,497 1,775 0 0 0 0 0 0 0 584 419 536 537
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