Item 1 Business
Business
United Bancorp, Inc. (Company) is a bank holding company headquartered in Martins Ferry, Ohio. At December 31, 2009 the Company has one wholly-owned subsidiary bank, The Citizens Savings Bank, Martins Ferry, Ohio (CITIZENS, or the Bank). The Bank operates two divisions for marketing purposes, The Community Bank, a division of The Citizens Savings Bank and The Citizens Bank, a division of The Citizens Savings Bank.
On September 19, 2008, CITIZENS assumed from the Federal Deposit Insurance Corporation (“FDIC”) the deposits of three banking offices of a failed institution in Belmont County, Ohio. Deposits assumed in the transaction totaled approximately $39.3 million. The agreement provided the Bank with the option to purchase the office premises for the three banking locations. Management notified the FDIC and acquired two of the former banking locations for approximately $1.2 million which is the appraised fair value of the properties. Management is in the process of building a new banking facility in the community where it did not acquire and currently leases one of the properties from the FDIC. The Company paid a premium to the FDIC of approximately $450,000 for the approximately $39.3 million in deposits assumed.
CITIZENS serves customers in northeastern, eastern, southeastern and south central Ohio and is engaged in the business of commercial and retail banking in Belmont, Harrison, Jefferson, Tuscarawas, Carroll, Athens, Hocking, and Fairfield counties and the surrounding localities. The Bank provides a broad range of banking and financial services, which includes accepting demand, savings and time deposits and granting commercial, real estate and consumer loans. CITIZENS conducts its business through its main office and stand alone operations center in Martins Ferry, Ohio and nineteen branches located in the counties mentioned above. CITIZENS also offers full brokerage service through UVEST® member NASD/SIPC.
CITIZENS has 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.
Competition
The markets in which CITIZENS operates continue to be highly competitive. CITIZENS competes for loans and deposits with other retail commercial banks, savings and loan associations, finance companies, credit unions and other types of financial institutions within the Mid-Ohio valley geographic area along the eastern border of Ohio, extending into the northern panhandle of West Virginia and the Tuscarawas and Carroll County geographic areas of northeastern Ohio. CITIZENS also encounters similar competition for loans and deposits throughout the Athens, Hocking, and Fairfield County geographic areas of central and southeastern Ohio.
Supervision and Regulation
General
The Company is a corporation organized under the laws of the State of Ohio. The business in which the Company and its subsidiary are engaged is subject to extensive supervision, regulation and examination by various bank regulatory authorities. The supervision, regulation and examination to which the Company and its subsidiary are subject are intended primarily for the protection of depositors and the deposit insurance funds that insure the deposits of banks, rather than for the protection of shareholders.
Several of the more significant regulatory provisions applicable to banks and bank holding companies to which the Company and CITIZENS are subject are discussed below. To the extent that the following information describes statutory or regulatory provisions, it is qualified in its entirety by reference to the particular statutory provisions. Any change in applicable law or regulation may have a material effect on the business and prospects of the Company and CITIZENS.
Regulatory Agencies
The Company is a registered bank holding company and is subject to inspection, examination and supervision by the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) pursuant to the Bank Holding Company Act of 1956, as amended.
CITIZENS is an Ohio chartered commercial bank. It is subject to regulation and examination by both the Ohio Division of Financial Institutions (the “ODFI”) and the FDIC.
The Holding Company
As a holding company incorporated and doing business within the State of Ohio, the Company is subject to regulation and supervision under the Bank Holding Act of 1956, as amended (the "Act"). The Company is required to file with the Federal Reserve Board on quarterly basis information pursuant to the Act. The Federal Reserve Board may conduct examinations or inspections of the Company and CITIZENS.
The Company is required to obtain prior approval from the Federal Reserve Board for the acquisition of more than five percent of the voting shares or substantially all of the assets of any bank or bank holding company. In addition, the Company is generally prohibited by the Act from acquiring direct or indirect ownership or control of more than five percent of the voting shares of any company which is not a bank or bank holding company and from engaging directly or indirectly in activities other than those of banking, managing or controlling banks or furnishing services to its subsidiaries. The Company may, however, subject to certain prior approval requirements of the Federal Reserve Board, engage in, or acquire shares of companies engaged in activities which are deemed by the Federal Reserve Board by order or by regulation to be financial in nature or closely related to banking.
On November 12, 1999, the Gramm-Leach-Bliley Act (the "GLB Act") was enacted into law. The GLB Act made sweeping changes with respect to the permissible financial services which various types of financial institutions may now provide. The Glass-Steagall Act, which had generally prevented banks from affiliation with securities and insurance firms, was repealed. Pursuant to the GLB Act, bank holding companies may elect to become a "financial holding company," provided that all of the depository institution subsidiaries of the bank holding company are “well capitalized” and “well managed” under applicable regulatory standards.
Under the GLB Act, a bank holding company that has elected to become a financial holding company may affiliate with securities firms and insurance companies and engage in other activities that are financial in nature. Activities that are "financial in nature" include securities underwriting, dealing and market-making, sponsoring mutual funds and investment companies, insurance underwriting and agency, merchant banking, and activities that the Federal Reserve Board has determined to be closely related to banking. No Federal Reserve Board approval is required for the Company to acquire a company, other than a bank holding company, bank or savings association, engaged in activities that are financial in nature or incidental to activities that are financial in nature, as determined by the Federal Reserve Board. Prior Federal Reserve Board approval is required before the Company may acquire the beneficial ownership or control of more than five percent of the voting shares, or substantially all of the assets, of a bank holding company, bank or savings association. If any subsidiary bank of the Company ceases to be "well capitalized" or "well managed" under applicable regulatory standards, the Federal Reserve Board may, among other actions, order the Company to divest the subsidiary bank. Alternatively, the Company may elect to conform its activities to those permissible for a bank holding company that is not also a financial holding company. If any subsidiary bank of the Company receives a rating under the Community Reinvestment Act of 1977 of less than satisfactory, the Company will be prohibited from engaging in new activities or acquiring companies other than bank holding companies, banks or savings associations. The Company is not a financial holding company and has no current intention of making such an election.
The Bank
General. CITIZENS is an Ohio-chartered bank that is not a member of the Federal Reserve System. CITIZENS is therefore regulated by the ODFI as well as the FDIC. The regulatory agencies have the authority to regularly examine CITIZENS, which is subject to all applicable rules and regulations promulgated by its supervisory agencies. In addition, the deposits of CITIZENS are insured by the FDIC to the fullest extent permitted by law.
Deposit Insurance. As an FDIC-insured institution, CITIZENS is required to pay deposit insurance premium assessments to the FDIC. The FDIC has adopted a risk-based assessment system under which all insured depository institutions are placed into one of nine categories and assessed insurance premiums based upon their respective levels of capital and results of supervisory evaluations. Institutions classified as well-capitalized (as defined by the FDIC) and considered healthy pay the lowest premium while institutions that are less than adequately capitalized (as defined by the FDIC) and considered of substantial supervisory concern pay the highest premium. Risk classification of all insured institutions is made by the FDIC for each semi-annual assessment period.
The FDIC imposed a special assessment equal to five basis points of assets less Tier 1 capital as of June 30, 2009 payable on September 30, 2009 and reserved the right to impose additional special assessments. In lieu of further special assessments, on November 12, 2009 the FDIC approved a final rule to require all insured depository institutions to prepay their estimated risk-based assessments for the fourth quarter of 2009, and for all of 2010, 2011, and 2012 on December 30, 2009. For purposes of estimating future assessments, an institution would assume 5% annual growth in the assessment base and a three basis point increase in the current assessment rate for 2011 and 2012. The prepaid assessment would be applied against the actual assessment until exhausted. Any funds remaining after June 30, 2013 would be returned to the institution. If the prepayment would impair an institution’s liquidity or otherwise create significant hardship, it could apply for an exemption.
The FDIC may terminate the deposit insurance of any insured depository institution if the FDIC determines, after a hearing, that the institution has engaged or is engaging in unsafe or unsound practices, is in an unsafe or unsound condition to continue operations or has violated any applicable law, regulation, order, or any condition imposed in writing by, or written agreement with, the FDIC. The FDIC may also suspend deposit insurance temporarily during the hearing process for a permanent termination of insurance if the institution has no tangible capital. Management of the Company is not aware of any activity or condition that could result in termination of the deposit insurance of CITIZENS.
Capital Requirements. The Federal Reserve Board, ODFI and FDIC require banks and holding companies to maintain minimum capital ratios. The “risk-adjusted” capital guidelines for CITIZENS and the Company involve a mathematical process of assigning various risk weights to different classes of assets, then evaluating the sum of the risk-weighted balance sheet structure against CITIZENS’s and Company’s capital base. The rules set the minimum guidelines for the ratio of capital to risk-weighted assets (including certain off-balance sheet activities, such as standby letters of credit) at 8%. Tier 1 Capital is comprised of common equity, retained earnings, and a limited amount of perpetual preferred stock less certain intangible items. At least half of the total capital is to be Tier 1 Capital. The remainder may consist of a limited amount of subordinated debt, other preferred stock, and a portion of the loan loss reserves (not to exceed 1.25% of risk-weighted assets). CITIZENS anticipates maintaining capital at a level sufficient to be classified as “well capitalized” pursuant to the Federal Reserve guidelines.
In addition, the federal banking regulatory agencies have adopted leverage capital guidelines for banks and bank holding companies. Under these guidelines, banks and bank holding companies must maintain a minimum ratio of three percent (3%) Tier 1 Capital to total assets. However, most banking organizations are expected to maintain capital ratios well in excess of the minimum level and generally must keep their Tier 1 ratio at or above 5%. CITIZENS intends to maintain capital well above the regulatory minimum.
The capital requirements described above are minimum requirements. Higher capital levels will be required if warranted by the particular circumstances or risk profiles of individual institutions. For example, the regulations provide that additional capital may be required to take adequate account of, among other things, interest rate risk or the risks posed by concentrations of credit, nontraditional activities or securities trading activities. As of December 31, 2009, CITIZENS exceeded its minimum regulatory capital requirements with a total risk-based capital ratio of 13.5%, a Tier 1 risk-based capital ratio of 12.7% and a Tier 1 leverage ratio of 8.1%.
In addition to the minimum regulatory capital requirements discussed above, provisions contained in the Federal Deposit Insurance Corporation Improvement Act (“FDICIA”) expressly provide for certain supervisory actions which are directly keyed to the capital levels of an insured depository institution. These “prompt corrective action” provisions impose progressively more restrictive constraints on operations, management and capital distributions of a particular institution as its regulatory capital decreases. Using Tier 1 risk-based, total risk-based, and Tier 1 leverage capital ratios as the relevant measures, FDIC insured depository institutions are grouped into one of the following five prompt corrective action capital categories: well capitalized, adequately capitalized; undercapitalized; significantly undercapitalized; and critically undercapitalized. An institution is considered well capitalized if it has a total risk-based capital ratio of at least 10%, a Tier 1 risk-based capital ratio of at least 6% and a Tier 1 leverage capital ratio of at least 5%, provided, however, such institution is not subject to a written advisement, order or capital directive to meet and maintain a specific capital level for any particular capital measure. An adequately capitalized institution must have a total risk-based capital ratio of at least 8%, a Tier 1 risk-based capital ratio of at least 4% and a Tier 1 leverage capital ratio of at least 4% (3% if the institution has achieved the highest composite rating in its most recent examination). At December 31, 2009, CITIZENS satisfied all requirements for inclusion in the “well capitalized” category.
Dividends. Ohio law prohibits CITIZENS, without the prior approval of the ODFI, from paying dividends in an amount greater than the lesser of its undivided profits or the total of its net income for that year, combined with its retained net income from the preceding two years. The payment of dividends by any financial institution or its holding company is also affected by the requirement to maintain adequate capital pursuant to applicable capital adequacy guidelines and regulations, and a financial institution generally is prohibited from paying any dividends if, following payment thereof, the institution would be under-capitalized. As described above, CITIZENS exceeded its minimum capital requirements under applicable guidelines as of December 31, 2009.
Branching Authority. Ohio chartered banks have the authority under Ohio law to establish branches anywhere in the State of Ohio, subject to receipt of all required regulatory approvals. Additionally, in May 1997 Ohio adopted legislation “opting in” to the provisions of Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 (the “Interstate Act”) which allows banks to establish interstate branch networks through acquisitions of other banks, subject to certain conditions, including certain limitations on the aggregate amount of deposits that may be held by the surviving bank and all of its insured depository institution affiliates. The establishment of de novo interstate branches or the acquisition of individual branches of a bank in another state (rather than the acquisition of an out-of-state bank in its entirety) is also allowed by the Riegle-Neal Act and authorized by Ohio law.
Affiliate Transactions. Various governmental requirements, including Sections 23A and 23B of the Federal Reserve Act, limit borrowings by holding companies and non-bank subsidiaries from affiliated insured depository institutions, and also limit various other transactions between holding companies and their non-bank subsidiaries, on the one hand, and their affiliated insured depository institutions on the other. Section 23A of the Federal Reserve Act also generally requires that an insured depository institution's loan to its non-bank affiliates be secured, and Section 23B of the Federal Reserve Act generally requires that an insured depository institution's transactions with its non-bank affiliates be on arms-length terms.
Depositor Preference. The Federal Deposit Insurance Act provides that, in the event of the “liquidation or other resolution” of an insured depository institution, the claims of depositors of the institution, including the claims of the FDIC as subrogee of insured depositors, and certain claims for administrative expenses of the FDIC as a receiver, will have priority over other general unsecured claims against the institution. If an insured depository institution fails, insured and uninsured depositors, along with the FDIC, will have priority in payment ahead of unsecured, non deposit creditors and shareholders of the institution.
Privacy Provisions of Gramm-Leach-Bliley Act. Under GLB, federal banking regulators adopted rules that limit the ability of banks and other financial institutions to disclose non-public information about consumers to non-affiliated third parties. These limitations require disclosure of privacy policies to consumers and, in some circumstances, allow consumers to prevent disclosure of certain personal information to non-affiliated third parties. The privacy provisions of GLB affect how consumer information is transmitted through diversified financial companies and conveyed to outside vendors.
Anti-Money Laundering Provisions of the USA Patriot Act of 2001. On October 26, 2001, the USA Patriot Act of 2001 (the “Patriot Act”) was signed into law. The Patriot Act is intended to strengthen U.S. law enforcement’s and the intelligence community’s ability to work cohesively to combat terrorism on a variety of fronts. The potential impact of the Patriot Act on financial institutions of all kinds is significant and wide-ranging. The Patriot Act contains sweeping anti-money laundering and financial transparency laws and requires various regulations, including: (a) due diligence requirements for financial institutions that administer, maintain, or manage private bank accounts or correspondent accounts for non-U.S. persons; (b) standards for verifying customer identification at account opening; and (c) rules to promote cooperation among financial institutions, regulators and law enforcement entities in identifying parties that may be involved in terrorism or money laundering.
Fiscal and Monetary Policies. CITIZENS’s business and earnings are affected significantly by the fiscal and monetary policies of the federal government and its agencies. CITIZENS is particularly affected by the policies of the Federal Reserve Board, which regulates the supply of money and credit in the United States. Among the instruments of monetary policy available to the Federal Reserve are (a) conducting open market operations in United States government securities, (b) changing the discount rates of borrowings of depository institutions, (c) imposing or changing reserve requirements against depository institutions’ deposits, and (d) imposing or changing reserve requirements against certain borrowing by banks and their affiliates. These methods are used in varying degrees and combinations to affect directly the availability of bank loans and deposits, as well as the interest rates charged on loans and paid on deposits. For that reason alone, the policies of the Federal Reserve Board have a material effect on the earnings of CITIZENS.
Additional and Pending Regulation. CITIZENS is also subject to federal regulation as to such matters as the maintenance of required reserves against deposits, limitations in connection with affiliate transactions, limitations as to the nature and amount of its loans and investments, regulatory approval of any merger or consolidation, issuance or retirement by CITIZENS of its own securities and other aspects of banking operations. In addition, the activities and operations of CITIZENS are subject to a number of additional detailed, complex and sometimes overlapping laws and regulations. These include state usury and consumer credit laws, state laws relating to fiduciaries, the Federal Truth-in-Lending Act and Regulation Z, the Federal Equal Credit Opportunity Act and Regulation B, the Fair Credit Reporting Act, the Truth in Savings Act, the Community Reinvestment Act, anti-redlining legislation and antitrust laws.
Congress regularly considers legislation that may have an impact upon the operation of the Company and CITIZENS. At this time, the Company is unable to predict whether any proposed legislation will be enacted and, therefore, is unable to predict the impact such legislation may have on the operations of the Company.
Employees
The Company itself, as a holding company, has no compensated employees. CITIZENS has 122 full time employees, with 30 of these serving in a management capacity, and 43 part time employees.
Industry Segments
United Bancorp and its subsidiary are engaged in one line of business, banking. Item 8 of this 10-K provides financial information for United Bancorp’s business.
Statistical Disclosures by Bank Holding Companies
I
Distribution of Assets, Liabilities and Stockholders’ Equity; Interest Rates and Interest Differential
Refer to Management’s Discussion and Analysis “Average Balances, Net Interest Income and Yields Earned and Rates Paid” beginning on page 22 of our 2009 Annual Report, which is incorporated by reference.
II Investment Portfolio
A
The following table sets forth the carrying amount of securities at December 31, 2009 and 2008.
B
Contractual maturities of securities at year-end 2009 were as follows:
C
Excluding holdings of U.S. Government agency obligations, there were no investments in securities of any one issuer exceeding 10% of the Company’s consolidated shareholders’ equity at December 31, 2009.
III
Loan Portfolio
A Types of Loans
The amounts of gross loans outstanding at December 31, 2009, 2008, 2007, 2006 and 2005 are shown in the following table according to types of loans:
Construction loans were not significant at any date indicated above.
B Maturities and Sensitivities of Loans to Changes in Interest Rates
The following is a schedule of commercial and commercial real estate loans at December 31, 2009 maturing within the various time frames indicated:
The following is a schedule of fixed-rate and variable-rate commercial and commercial real estate loans at December 31, 2009 due to mature after one year:
Variable rate loans are those loans with floating or adjustable interest rates.
C Risk Elements
1. Nonaccrual, Past Due, Restructured and Impaired Loans
The following schedule summarizes nonaccrual loans, accruing loans which are contractually 90 days or more past due, and impaired loans at December 31, 2009, 2008, 2007, 2006 and 2005:
(1)
There were 4 restructured loans by 1 borrower in 2008 totaling $609,000. For years 2005 and 2006, all of the Company’s impaired loans were on a nonaccrual basis. For 2008, the nonaccruing loans includes $4,866,000 of impaired loans and for 2009, includes $4,159,000 of impaired loans.
(2)
Loans considered impaired under the provisions of ASC 310-10-35-16 and interest recognized on a cash received basis were not material for 2005 and 2006, inclusive. Interest recognized on impaired loans was $121,000, $421,000, and $84,000 for the years ended December 31, 2009, 2008 and 2007, respectively..
(3)
Additional information incorporated by reference on page 43 of the Notes to Consolidated Financial Statements set forth in our 2009 Annual Report, which is incorporated herein by reference.
(4)
Includes impaired loans totaling $477,000 in 2009 and $1,108,000 in 2008.
(5)
There were no loans past due greater than 90 days and still accruing within this category as of December 31, 2009. Includes $3,173,000 of nonaccrrual loans at December 31, 2009. Includes $214,000 of loans past due greater than 90 days and still accruing and $4,707,000 of nonaccrrual loans at December 31, 2008.
(6)
Includes $477,000 of accruing loans past due greater than 90 days and $986,000 of nonaccrual loans at December 31, 2009.
The additional amount of interest income that would have been recorded on nonaccrual loans, had they been current, totaled approximately $318,000 and $342,000 for the years ended December 31, 2009 and 2008, respectively. At those dates, all impaired loans were commercial or commercial real estate loans.
The Company’s policy is to generally not allow loans greater than 90 days past due to accrue interest unless the loan is both well secured and in the process of collection. Interest income is not reported when full loan repayment is doubtful, typically when the loan is impaired. Payments received on such loans are reported as principal reductions.
2. Potential Problem Loans
The Company had no potential problem loans as of December 31, 2009 which have not been disclosed in Table C 1., but where known information about possible credit problems of borrowers causes management to have serious doubts as to the ability of such borrowers to comply with the present loan repayment terms and which may result in disclosure of such loans into one of the problem loan categories.
3. Loan Concentrations
Refer to Page 67, Note 19 of Notes to Consolidated Financial Statements set forth in our 2009 Annual Report, which is incorporated herein by reference.
IV Summary of Loan Loss Experience
The allowance for loan losses is a valuation allowance for probable incurred credit losses, increased by the provision for loan losses and decreased by charge-offs less recoveries. Management estimates the allowance balance required based on past loan loss experience, the nature and volume of the portfolio, information about specific borrower situations and estimated collateral values, economic conditions and other factors. Allocations of the allowance may be made for specific loans, but the entire allowance is available for any loan that, in management’s judgment, should be charged-off. Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed. The Company accounts for impaired loans in accordance with ASC 310-10-35-16, “Accounting for Creditors for Impairment of a Loan.” ASC 310-10-35-16 requires that impaired loans be measured based upon the present value of expected future cash flows discounted at the loan’s effective interest rate or, as an alternative, at the loan’s observable market price or fair value of the collateral. A loan is defined under ASC 310-10-35-16 as impaired when, based on current information and events, it is probable that a creditor will be unable to collect all amounts due according to the contractual terms of the loan agreement. In applying the provisions of ASC 310-10-35-16, the Company considers its investment in one-to-four family residential loans and consumer installment loans to be homogenous and therefore excluded from separate identification for evaluation of impairment. With respect to the Company’s investment in nonresidential and multi-family residential real estate loans, and its evaluation of impairment thereof, such loans are generally collateral dependent and, as a result, are carried as a practical expedient at the fair value of the collateral.
Collateral dependent loans which are more than ninety days delinquent are considered to constitute more than a minimum delay in repayment and are evaluated for impairment under ASC 310-10-35-16 at that time.
For additional explanation of factors which influence management’s judgment in determining amounts charged to expense, refer to pages 13,14 and 16 of the “Management’s Discussion and Analysis” and Notes to Consolidated Financial Statements set forth in our 2009 Annual Report, which is incorporated herein by reference.
A Analysis of the Allowance for Loan Losses
The following schedule presents an analysis of the allowance for loan losses, average loan data and related ratios for the years ended December 31, 2009, 2008, 2007, 2006 and 2005:
B Allocation of the Allowance for Loan Losses
The following table allocates the allowance for loan losses at December 31, 2009, 2008, 2007, 2006 and 2005. Management adjusts the allowance periodically to account for changes in national trends and economic conditions in the Bank’s service areas. The allowance has been allocated according to the amount deemed to be reasonably necessary to provide for the probability of losses being incurred within the following categories of loans at the dates indicated:
V Deposits
A Schedule of Average Deposit Amounts and Rates
Refer to Management’s Discussion and Analysis and Results of Operations “Average Balances, Net Interest Income and Yields Earned and Rates Paid” set forth in our 2009 Annual Report and incorporated herein by reference.
B Maturity analysis of time deposits greater than $100,000.
The time to remaining maturity for time deposits in excess of $100,000 are:
VI Return on Equity and Assets
Our dividend payout ratio and equity to assets ratio were as follows:
For other ratios refer to the inside front cover of our 2009 Annual Report to Shareholders, incorporated herein by reference.
VII Short-Term Borrowings
Information concerning securities sold under agreements to repurchase is summarized as follows:
Securities sold under agreements to repurchase are financing arrangements whereby the Company sells securities and agrees to repurchase the identical securities at the maturities of the agreements at specified prices.
Information concerning the cash management line of credit from the Federal Home Loan Bank of Cincinnati, Ohio is summarized as follows:
No other individual component of borrowed funds comprised more than 30% of shareholders’ equity and accordingly is not disclosed in detail.
Supplemental Item - Executive Officers of the Registrant
Pursuant to General Instruction G(3) of Form 10-K, the following information on the executive officers of the Company is included as an additional item in Part I:
Executive Officers Positions held with Company;
Name
Age
Business Experience
James W. Everson
Chairman, President and Chief Executive Officer
Scott Everson
Senior Vice President and Chief Operating Officer
Randall M. Greenwood
Senior Vice President, Chief Financial Officer, Secretary /Treasurer
Timothy L. Kelley
Vice President - Chief Commercial Banking Officer
Elmer K. Leeper
Vice President - Chief Retail Banking Offier
James A. Lodes
Vice President - Chief Lending Officer
Michael A. Lloyd
Vice President - Chief Information Officer
Matthew F. Branstetter
Vice President - Assistant Chief Lending Officer
Each individual has held the position noted during the past five years, except for the following:
Timothy L. Kelley
Vice President Chief Commercial Banking
Elmer K. Leeper
Vice President Chief Retail Banking
Matthew F. Branstetter
Vice President Assistant Chief Lending Officer
Each of these Executive Officers are serving at-will in their current positions. The Officers have held the positions for the following time periods: James W. Everson, 27 years, Scott A. Everson , 8 years, James A. Lodes, 14 years, Michael Lloyd, 7 years and Randall M. Greenwood, 12 years.
Item 1A.
Item 1A. Risk Factors
Smaller Reporting Companies are not required to provide this disclosure.
Item 1B.
Item 1B. Unresolved Staff Comments
None.
Item 2
Item 2 Properties
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
Leased
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
Lancaster, Ohio
Owned
Tiltonsville, Ohio
Leased
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
Legal 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.
PART II
Item
Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities
Refer to Page 7, “Shareholder Information” of the 2009 Annual Report To Shareholders and refer to Page 38, Note 1 of the Notes to the Consolidated Financial Statements of the Company in the 2009 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
United Bancorp purchased these shares under a stock purchase program publicly announced by a press release issued on November 18, 2008, under which its Board of Directors authorized management to cause the Company to purchase up to $2 million of its common shares over a two-year period. Such authorization will expire on November 18, 2010.
Item
Selected Consolidated Financial Data
Refer to inside front cover, “Decade of Progress” of the 2009 Annual Report To Shareholders, which is incorporated herein by reference.
Item
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Refer to Pages 12-25, “Management’s Discussion and Analysis” of the 2009 Annual Report To Shareholders.
Critical Accounting Policy
The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America and follow general practices within the financial services industry. The application of these principles requires management to make certain estimates, assumptions and judgements that affect the amounts reported in the financial statements and footnotes. These estimates, assumptions and judgements are based on information available as of the date of the financial statements, and as this information changes, the financial statements could reflect different estimates, assumptions, and judgements.
The procedures for assessing the adequacy of the allowance for loan losses reflect our evaluations of credit risk after careful consideration of all information available to management. In developing this assessment, management must rely on estimates and exercise judgement regarding matters where the ultimate outcome is unknown such as economic factors, development affecting companies in specific industries and issues with respect to single borrowers. Depending on changes in circumstances, future assessments of credit risk may yield materially different results, which may require an increase or a decrease in the allowance for loan losses.
The allowance is regularly reviewed by management to determine whether the amount is considered adequate to absorb probable losses. This evaluation includes specific loss estimates on certain individually reviewed loans, statistical losses, estimates for loan pools that are based on historical loss experience, and general loss estimates that are based on the size, quality and concentration characteristics of the various loan portfolios, adverse situations that may affect a borrower’s ability to repay, and current economic and industry conditions. Also considered as part of that judgement is a review of 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 6A Quantitative and Qualitative Disclosures About Market Risk
Refer to Page 18-20 “Asset/Liability Management and Sensitivity to Market Risks” of the 2009 Annual Report to Shareholders, which is incorporated herein by reference.
Item 7
Item 7 Financial Statements and Supplementary Data
Refer to the 2009 Annual Report To Shareholders, which is incorporated herein by reference.
Item 8
Item 8 Changes In and Disagreements With Accountants
Not applicable.
Item 8A Controls and Procedures
The Company, under the supervision, and with the participation, of its management, including the Company's Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of the Company's disclosure controls and procedures as of December 31, 2009, 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, 2009, 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 § 240.13a-15 of this chapter. 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, 2009. 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 pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.
There was no change in the Company's internal control over financial reporting that occurred during the Company's fiscal quarter ended December 31, 2009 that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.
Item 8B
Other Information
None.
PART III
Item 9
Item 9 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
Item 10 Executive Compensation
The information required by this item is incorporated by reference from the section of the Registrant’s Proxy Statement for the 2009 Annual Meeting of Shareholders captioned “Executive Compensation and Other Information”.
Item 11
Item 11 Security Ownership of Certain Beneficial Owners and Management and Related Stock Holder Matters
The information contained in the Registrant’s Proxy Statement for the 2009 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 12
Item 12 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 2010 Annual Meeting of Shareholders captioned “Director Independence and Related Party Transactions.”
Item
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 2010 Annual Meeting of Shareholders.
PART IV
Item 14
Item 14 Exhibits and Financial Statement/Schedules
Financial Statements
(a)
The following Consolidated Financial Statements and related Notes to Consolidated Financial Statements, together with the report of the Independent Registered Public Accounting Firm, appear on pages 26 through 74 of the United Bancorp, Inc. 2009 Annual Report and are incorporated herein by reference.
Consolidated Balance Sheets
December 31, 2009 and 2008
Consolidated Statements of Income
Years Ended December 31, 2009 and 2008
Consolidated Statements of Stockholders’ Equity
Years Ended December 31, 2009 and 2008
Consolidated Statements of Cash Flows
Years Ended December 31, 2009 and 2008
Notes to Consolidated Financial Statements
December 31, 2009 and 2008
Report of Independent Registered Public Accounting Firm
EXHIBITS
Exhibit Number
Exhibit Description
Purchase and Assumption Agreement dated September 18, 2008 (7)
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
James W. Everson Change in Control Agreement (3)
10.2
Randall M. Greenwood Change in Control agreement (3)
10.3
Scott A. Everson Change in Control Agreement (3)
10.5
James A. Lodes Change in Control Agreement (3)
10.6
Michael A. Lloyd Change in Control Agreement (3)
10.7
United Bancorp, Inc. Stock Option Plan (4)
10.8
United Bancorp, Inc. and Subsidiaries Director Supplemental Life Insurance Plan, covering Messrs. Hoopingarner, McGehee, Riesbeck and Thomas. (5)
10.9
United Bancorp, Inc. and Subsidiaries Senior Executive Supplemental Life Insurance Plan, covering James W. Everson, Scott A. Everson, Randall M. Greenwood, Michael A. Lloyd and James A. Lodes. (5)
10.10
United Bancorp, Inc. and United Bancorp, Inc. Affiliate Banks Directors Deferred Compensation Plan. (5)
10.11
Amended and Restated Trust Agreement among United Bancorp, Inc. as Depository, Wilmington Trust Company, as Property Trustee, Wilmington Trust Company, as Delaware Trustee, and Administrative Trustees, dated as of November 17, 2005. (6)
10.12
Junior Subordinated Indenture between United Bancorp, Inc. and Wilmington Trust Company, as Trustee, dated as of November 17, 2005. (6)
10.13
Guaranty Agreement between United Bancorp, Inc., as Guarantor, and Wilmington Trust Company, as Guarantee Trustee, dated as of November 17, 2005. (6)
10.14
United Bancorp, Inc. 2008 Stock Incentive Plan (8)
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
(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 10-Q filed with the Securities and Exchange Commission on August 13, 2009.
(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.
United Bancorp Inc.
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) United Bancorp, Inc.
By:
/s/James W. Everson
March 23, 2010
James W. Everson, Chairman, President & CEO
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By:
/s/James W. Everson
March 23, 2010
James W. Everson, Chairman, President & CEO
By:
/s/Scott A. Everson
March 23, 2010
Scott A. Everson, Senior Vice President & Chief Operating Officer
By:
/s/Randall M. Greenwood
March 23, 2010
Randall M. Greenwood, Senior Vice President & CFO
By:
/s/Terry A. McGhee
March 23, 2010
Terry A. McGhee, Director
By:
/s/John M. Hoopingarner
March 23, 2010
John M. Hoopingarner, Director
By:
/s/Richard L. Riesbeck
March 23, 2010
Richard L. Riesbeck, Director
By:
/s/Samual J. Jones
March 23, 2010
Samual J. Jones , Director
By:
/s/Matthew C. Thomas
March 23, 2010
Matthew C. Thomas, Director
United Bancorp Inc.
Exhibit Index
Exhibit Number
Exhibit Description
Purchase and Assumption Agreement dated September 18, 2008 (7)
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
James W. Everson Change in Control Agreement (3)
10.2
Randall M. Greenwood Change in Control agreement (3)
10.3
Scott A. Everson Change in Control Agreement (3)
10.5
James A. Lodes Change in Control Agreement (3)
10.6
Michael A. Lloyd Change in Control Agreement (3)
10.7
United Bancorp, Inc. Stock Option Plan (4)
10.8
United Bancorp, Inc. and Subsidiaries Director Supplemental Life Insurance Plan, covering Messrs. Hoopingarner, McGehee, Riesbeck and Thomas. (5)
10.9
United Bancorp, Inc. and Subsidiaries Senior Executive Supplemental Life Insurance Plan, covering James W. Everson, Scott A. Everson, Randall M. Greenwood, Michael A. Lloyd and James A. Lodes. (5)
10.10
United Bancorp, Inc. and United Bancorp, Inc. Affiliate Banks Directors Deferred Compensation Plan. (5)
10.11
Amended and Restated Trust Agreement among United Bancorp, Inc. as Depository, Wilmington Trust Company, as Property Trustee, Wilmington Trust Company, as Delaware Trustee, and Administrative Trustees, dated as of November 17, 2005. (6)
10.12
Junior Subordinated Indenture between United Bancorp, Inc. and Wilmington Trust Company, as Trustee, dated as of November 17, 2005. (6)
10.13
Guaranty Agreement between United Bancorp, Inc., as Guarantor, and Wilmington Trust Company, as Guarantee Trustee, dated as of November 17, 2005. (6)
10.14
United Bancorp, Inc. 2008 Stock Incentive Plan (8)
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
(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 10-Q filed with the Securities and Exchange Commission on August 13, 2009.
(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.