Item 1A. Risk Factors
Smaller Reporting Companies are not required to provide this disclosure.
Item 1B.
Item 1B. Unresolved Staff Comments
None.
Item 2Properties
The Company owns and operates its Main Office and stand alone operations center in Martins Ferry, Ohio and the following offices:
Location
Owned or Leased
Location
Owned or Leased
Bridgeport, Ohio
Owned
Sherrodsville, Ohio
Owned
Colerain, Ohio
Owned
Glouster, Ohio
Owned
Jewett, Ohio
Owned
Glouster, Ohio
Owned
St. Clairsville, Ohio
Owned
Amesville, Ohio
Owned
Dover, Ohio
Owned
Nelsonville, Ohio
Owned
Dellroy, Ohio
Owned
Lancaster, Ohio
Owned
New Philadelphia, Ohio
Owned
Lancaster, Ohio
Owned
Strasburg, Ohio
Owned
Tiltonsville, Ohio
Owned
Dillonvale, Ohio
Leased
St. Clairsville, Ohio
Owned
Management believes the properties described above to be in good operating condition for the purpose for which they are used. The properties are unencumbered by any mortgage or security interest and are, in management’s opinion, adequately insured.
Item 3Legal Proceedings
There are no material legal proceedings, other than ordinary routine litigation incidental to its business, to which the Company or its subsidiary is a party or to which any of its property is subject.
Item 4Mine Safety Disclosures
Not applicable.
PART II
Item 5
Item 5	 Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities
Refer to Page 7, “Shareholder Information” of the 2014 Annual Report To Shareholders filed herewith as Exhibit 13 and refer to Page 39, Note 1 of the Notes to the Consolidated Financial Statements of the Company in the 2014 Annual Report To Shareholders for common stock trading ranges, cash dividends declared and information relating to dividend restrictions, which are incorporated herein by reference.
Unregistered Sales of Equity Securities and Use of Proceeds
ISSUER PURCHASES OF EQUITY SECURITIES
The Company adopted the United Bancorp, Inc. Affiliate Banks Directors and Officers Deferred Compensation Plan (the “Plan”), which is an unfunded deferred compensation plan. Amounts deferred pursuant to the Plan remain unrestricted assets of the Company, and the right to participate in the Plan is limited to members of the Board of Directors and Company officers. Under the Plan, directors or other eligible participants may defer fees and up to 50% of their annual cash incentive award payable to them by the Company, which are used to acquire common shares which are credited to a participant’s respective account. Except in the event of certain emergencies, no distributions are to be made from any account as long as the participant continues to be an employee or member of the Board of Directors. Upon termination of service, the aggregate number of shares credited to the participant’s account are distributed to him or her along with any cash proceeds credited to the account which have not yet been invested in the Company’s stock. On May 8, 2014, the Plan purchased a total of 4,724 common shares for participant accounts. All purchases under this deferred compensation plan are funded with either earned director fees or officer incentive award payments. No underwriting fees, discounts, or commissions are paid in connection with the Plan. The shares allocated to participant accounts under the Plan have not been registered under the Securities Act of 1933 in reliance upon the exemption provided by Section 4(a)(2) thereof.
Item 6Selected Consolidated Financial Data
Refer to inside front cover, “Decade of Progress” of the 2014 Annual Report To Shareholders filed herewith as Exhibit 13, which is incorporated herein by reference.
Item 7Management’s Discussion and Analysis of Financial Condition and Results of Operations
Refer to Pages 12-18 and 21-24, “Management’s Discussion and Analysis” of the 2014 Annual Report To Shareholders filed herewith as Exhibit 13, which is incorporated herein by reference.
Critical Accounting Policy
The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America and follow general practices within the financial services industry. The application of these principles requires management to make certain estimates, assumptions and judgements that affect the amounts reported in the financial statements and footnotes. These estimates, assumptions and judgements are based on information available as of the date of the financial statements, and as this information changes, the financial statements could reflect different estimates, assumptions, and judgements.
The procedures for assessing the adequacy of the allowance for loan losses reflect our evaluations of credit risk after careful consideration of all information available to management. In developing this assessment, management must rely on estimates and exercise judgement regarding matters where the ultimate outcome is unknown such as economic factors, development affecting companies in specific industries and issues with respect to single borrowers. Depending on changes in circumstances, future assessments of credit risk may yield materially different results, which may require an increase or a decrease in the allowance for loan losses.
The allowance is regularly reviewed by management to determine whether the amount is considered adequate to absorb probable losses. This evaluation includes specific loss estimates on certain individually reviewed loans, statistical losses, estimates for loan pools that are based on historical loss experience, and general loss estimates that are based on the size, quality and concentration characteristics of the various loan portfolios, adverse situations that may affect a borrower’s ability to repay, and current economic and industry conditions. Also considered as part of that judgement is a review of the Bank’s trends in delinquencies and loan losses, and economic factors.
The allowance for loan losses is maintained at a level believed adequate by management to absorb probable losses inherent in the loan portfolio. Management’s evaluation of the adequacy of the allowance is an estimate based on management’s current judgement about the credit quality of the loan portfolio. While the Company strives to reflect all known risk factors in its evaluation, judgement errors may occur.
Item 7A
Item 7A Quantitative and Qualitative Disclosures About Market Risk
Refer to Page 18-19 “Asset/Liability Management and Sensitivity to Market Risks” of the 2014 Annual Report to Shareholders filed herewith as Exhibit 13, which is incorporated herein by reference
Item 8
Item 8 Financial Statements and Supplementary Data
Refer to the 2014 Annual Report To Shareholders filed herewith as Exhibit 13, which is incorporated herein by reference.
Item 9
Item 9 Changes In and Disagreements with Accountants
Not applicable.
Item 9A
Item 9A Controls and Procedures
The Company, under the supervision, and with the participation, of its management and its outsourced internal audit firm Greenestock Consulting LLC, including the Company's principal executive and principal financial officers, evaluated the effectiveness of the design and operation of the Company's disclosure controls and procedures as of December 31, 2014, pursuant to the requirements of Exchange Act Rule 13a-15. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were effective as of December 31, 2014, in timely alerting them to material information relating to the Company (including its consolidated subsidiaries) required to be included in the Company's periodic SEC filings.
Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Under the supervision and with the participation of management, including our principal executive and principal financial officers, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, as required by paragraph (c) of Exchange Act Rule13a-15. Based on the evaluation under Internal Control - Integrated Framework, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2014. This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm.
There was no change in the Company's internal control over financial reporting that occurred during the Company's fiscal quarter ended December 31, 2014 that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.
Item 9B
Item 9B Other Information
None.
PART III
Item 10
Item 10 Directors and Executive Officers of the Registrant
Information concerning executive officers of the Company is set forth in Part I, “Supplemental Item - Executive Officers of Registrant.” Other information responding to this Item 10 is included in the Registrant’s Proxy Statement for the 2014 Annual Meeting of Shareholders and is incorporated by reference under the captions “Proposal 1 - Election of Directors,” “Corporate Governance and Committees of the Board - Nominating and Governance Committee” and “Section 16(a) Beneficial Ownership Reporting Compliance”. Information concerning the designation of the Audit Committee and the Audit Committee Financial Expert is included in the Registrant’s Proxy Statement for the 2014 Annual Meeting of Shareholders under the caption “Corporate Governance and Committees of the Board - Audit Committee”, and is incorporated herein by reference.
The Company's Board of Directors has adopted a Code of Ethics that applies to its Principal Executive, Principal Financial, and Principal Accounting Officers. A copy of the Company's Code of Ethics is posted and can be viewed on the Company's internet web site at http://www.unitedbancorp.com. In the event the Company amends or waives any provision of its Code of Ethics which applies to its Principal Executive, Principal Financial, or Principal Accounting Officers, and which relates to any element of the code of ethics definition set forth in Item 406(b) of Regulation S-K, the Company shall post a description of the nature of such amendment or waiver on its internet web site. With respect to a waiver of any relevant provision of the code of ethics, the Company shall also post the name of the person to whom the waiver was granted and the date of the waiver grant.
Item 11
Item 11 Executive Compensation
The information required by this item is incorporated by reference from the section of the Registrant’s Proxy Statement for the 2015 Annual Meeting of Shareholders captioned “Executive Compensation and Other Information”.
Item 12
Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stock Holder Matters
The information contained in the Registrant’s Proxy Statement for the 2015 Annual Meeting of Shareholders under the caption “Ownership of Voting Shares” is incorporated herein by reference.
The following table is a disclosure of securities authorized for issuance under equity compensation plans:
Item 13
Item 13 Certain Relationships and Related Transactions
The information required by this item is incorporated herein by reference to the sections in the Registrant’s Proxy Statement for the 2015 Annual Meeting of Shareholders captioned “Director Independence and Related Party Transactions.”
Item 14
Item 14 Principal Accountant Fees and Services
The information required by this item is incorporated by reference from the section under the caption “Principal Accounting Firm Fees” of the Registrant’s Proxy Statement for the 2015 Annual Meeting of Shareholders.
PART IV
Item 15
Item 15 Exhibits and Financial Statement/Schedules
Financial Statements
The following Consolidated Financial Statements and related Notes to Consolidated Financial Statements, together with the report of the Independent Registered Public Accounting Firm, appear on pages 25 through 85 of the United Bancorp, Inc. 2014 Annual Report and are incorporated herein by reference.
Consolidated Balance Sheets
December 31, 2014 and 2013
Consolidated Statements of Income
Years Ended December 31, 2014 and 2013
Consolidated Statements of Comprehensive Income
Years Ended December 31, 2014 and 2013
Consolidated Statements of Stockholders’ Equity
Years Ended December 31, 2014 and 2013
Consolidated Statements of Cash Flows
Years Ended December 31, 2014 and 2013
Notes to Consolidated Financial Statements
December 31, 2014 and 2013
Report of Independent Registered Public Accounting Firm
Exhibits
Exhibit Number
Exhibit Description
3.1
Amended Articles of Incorporation (1)
3.2
Amended and Restated Code of Regulations (2)
4.0
Instruments Defining the Rights of Security Holders (See Exhibits 3.1 and 3.2)
10.1
Randall M. Greenwood Change in Control agreement (3)
10.2
Scott A. Everson Change in Control Agreement (3)
10.3
Elmer K. Leeper Change in Control Agreement (3)
10.4
Matthew F. Branstetter Change in Control Agreement (3)
10.5
Michael A. Lloyd Change in Control Agreement (3)
10.6
United Bancorp, Inc. Stock Option Plan (4)
10.7
United Bancorp, Inc. and Subsidiaries Director Supplemental Life Insurance Plan, covering Messrs. Glessner, Hoopingarner, Jones, McGehee, Riesbeck and Thomas. (5)
10.8
United Bancorp, Inc. and Subsidiaries Senior Executive Supplemental Life Insurance Plan, covering, Scott A. Everson, Randall M. Greenwood, Michael A. Lloyd. (3)
10.9
Amended and Restated United Bancorp, Inc. and United Bancorp, Inc. Affiliate Banks Directors and Officers Deferred Compensation Plan. (9)
10.10
Amended and Restated Trust Agreement among United Bancorp, Inc. as Depository, Wilmington Trust Company, as Property Trustee, Wilmington Trust Company, as Delaware Trustee, and Administrative Trustees, dated as of November 17, 2005. (6)
10.11
Junior Subordinated Indenture between United Bancorp, Inc. and Wilmington Trust Company, as Trustee, dated as of November 17, 2005. (6)
10.12
Guaranty Agreement between United Bancorp, Inc., as Guarantor, and Wilmington Trust Company, as Guarantee Trustee, dated as of November 17, 2005. (6)
10.13
United Bancorp, Inc. 2008 Stock Incentive Plan (8)
2013 Annual Report
Subsidiaries of the Registrant (5)
23.1
Consent of BKD, LLP
31.1
Rule 13a-14(a) Certification - CEO
31.2
Rule 13a-14(a) Certification - CFO
32.1
Section 1350 Certification - CEO
32.2
Section 1350 Certification - CFO
The following materials from United Bancorp, Inc. on Form 10-K for the year ended December 31, 2014, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets; (ii) the Consolidated Statements of Income and Comprehensive Income; (iii) the Consolidated Statements of Cash Flows and (iv) Notes to Consolidated Financial Statements, tagged as blocks of text.
(1)Incorporated by reference to Appendix B to the registrant’s Definitive Proxy Statement filed with the Securities and Exchange Commission on March 14, 2001.
(2)Incorporated by reference to Exhibit 3.2 to the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 20, 2014
(3)Incorporated by reference to the registrant’s 10-K filed with the Securities and Exchange Commission on March 27, 2003.
(4)Incorporated by reference to Exhibit A to the registrant’s Definitive Proxy Statement filed with the Securities and Exchange Commission on March 11, 1996.
(5)Incorporated by reference to the registrant’s 10-K filed with the Securities and Exchange Commission on March 29, 2004.
(6)Incorporated by reference to the registrant’s 10-K filed with the Securities and Exchanges Commission on March 30, 2006.
(7)Incorporated by reference to the registrant’s 8-K filed with the Securities and Exchange Commission on September 24, 2008.
(8)Incorporated by reference to the registrant’s 8-K filed with the Securities and Exchange Commission on April 22, 2008.
(9)Incorporated by reference to Exhibit 10.10 to the registant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 19, 2014
United Bancorp Inc.
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) United Bancorp, Inc.
By: /s/Scott A. Everson
March 16, 2015
Scott A. Everson, President & Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By: /s/Scott A. Everson
March 16, 2015
Scott A. Everson, President & Chief Executive Officer
By: /s/Randall M. Greenwood
March 16, 2015
Randall M. Greenwood, Senior Vice President & CFO
By: /s/Terry A. McGhee
March 16, 2015
Terry A. McGhee, Director
By: /s/Gary W. Glessner
March 16, 2015
Gary W. Glessner, Director
By: /s/John M. Hoopingarner
March 16, 2015
John M. Hoopingarner, Director
By: /s/Richard L. Riesbeck
March 16, 2015
Richard L. Riesbeck, Director
By: /s/Samual J. Jones
March 16, 2015
Samual J. Jones , Director
By: /s/Matthew C. Thomas
March 16, 2015
Matthew C. Thomas, Director
Exhibit Number
Exhibit Description
2014 Annual Report
23.1
Consent of BKD, LLP
31.1
Rule 13a-14(a) Certification - CEO
31.2
Rule 13a-14(a) Certification - CFO
32.1
Section 1350 Certification - CEO
32.2
Section 1350 Certification - CFO
The following materials from United Bancorp, Inc. on Form 10-K for the year ended December 31, 2014, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets; (ii) the Consolidated Statements of Income and Comprehensive Income; (iii) the Consolidated Statements of Cash Flows and (iv) Notes to Consolidated Financial Statements, tagged as blocks of text.