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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, 2003
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 (IRS) Employer Identification No.)
incorporation or organization)
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(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. [X]
INDICATE BY CHECK MARK WHETHER THE REGISTRANT IS AN ACCELERATED FILER (AS
DEFINED IN EXCHANGE ACT RULE 12b-2). YES [ ] NO [X]
THE AGGREGATE MARKET VALUE OF THE VOTING COMMON EQUITY HELD BY NON-AFFILIATES OF
THE REGISTRANT WAS $40,399,938 AS OF JUNE 30, 2003.
INDICATE BY CHECK MARK WHETHER THE REGISTRANT IS AN ACCELERATED FILER (AS
DEFINED IN EXCHANGE ACT RULE 12b-2). YES [ ] NO [X]
THE NUMBER OF SHARES OUTSTANDING OF THE REGISTRANT'S CLASSES OF COMMON STOCK AS
OF MARCH 5, 2004.
COMMON STOCK, $1.00 PAR VALUE: 3,525,014 SHARES
DOCUMENTS INCORPORATED BY REFERENCE
PORTIONS OF THE PROXY STATEMENT FOR THE ANNUAL SHAREHOLDERS MEETING TO BE HELD
APRIL 21, 2004 ARE INCORPORATED BY REFERENCE INTO PART III .
1
PART I
ITEM 1 DESCRIPTION OF BUSINESS
(a) GENERAL DEVELOPMENT OF BUSINESS
United Bancorp, Inc. (Company) is a financial holding company
headquartered in Martins Ferry, Ohio. The Company has two
wholly owned subsidiary banks, The Citizens Savings Bank,
Martins Ferry, Ohio (CITIZENS) and The Community Bank,
Lancaster, Ohio (COMMUNITY), collectively "Banks". For
additional information regarding the Company's business see
"Narrative Description of Business".
(b) FINANCIAL INFORMATION ABOUT BUSINESS SEGMENTS
Refer to Note 1 of Notes to Consolidated Financial Statements
set forth in Part II, Item 8 of this Report.
(c) EXECUTIVE OFFICERS OF THE REGISTRANT
James W. Everson 65 Chairman, President and Chief Executive Officer
Alan M. Hooker 52 Executive Vice President - Administration
Scott Everson 36 Senior Vice President and Chief Operating Officer
Randall M. Greenwood 40 Senior Vice President and Chief Financial Officer, Treasurer
James A. Lodes 57 Vice President - Lending
Norman F. Assenza, Jr. 57 Vice President - Operations and Secretary
Michael A. Lloyd 35 Vice President - Information Systems
Each individual has held the position noted during the past five years,
except for the following:
Scott A. Everson served as Senior Vice President, Operations
and Retail Banking of The Citizens Savings Bank from May 1999
to April 2002 and prior to that he served Assistant Vice
President/Branch Manager Bridgeport Office from 1997 to May
1999. In addition, he is currently President and Chief
Operating Office and a Director of The Citizens Savings Bank.
He has held this position since April 2002.
Michael A. Lloyd served as Senior Vice President Management
Information Systems from October 1999 to April 2002 of the
Citizens Savings Bank and prior to that he served as Vice
President Management Information Systems from April 1999 to
October 1999. He served as Data Processing Manager from 1994
to April 1999 for The Citizens Savings Bank.
Each of these Executive Officers are serving at-will in their
current positions. The Officers have held the positions for
the following time periods: James W. Everson, 21 years, Alan
M. Hooker, 5 years, Norman F. Assenza, Jr., 21 years, James A.
Lodes, 8 years, and Randall M. Greenwood, 6 years.
2
(d) NARRATIVE DESCRIPTION OF BUSINESS
The Company is a financial holding company as defined under
the Bank Holding Company Act of 1956, as amended (the "BHC
Act"). The BHC Act 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 Banks are located in northeastern, eastern, southeastern
and south central Ohio and are engaged in the business of
commercial and retail banking in Belmont, Harrison,
Tuscarawas, Carroll, Athens, Hocking, and Fairfield counties
and the surrounding localities. The Banks provide a broad
range of banking and financial services, which include
accepting demand, savings and time deposits and granting
commercial, real estate and consumer loans. CITIZENS conducts
its business through its main office in Martins Ferry, Ohio
and nine branches located in Bridgeport, Colerain, Dellroy,
Dover, Jewett, New Philadelphia, St. Clairsville,
Sherrodsville, and Strasburg, Ohio. CITIZENS offers full
service brokerage service with securities provided through
UVEST(R) member NASD/SIPC. COMMUNITY conducts its business
through its seven offices in Amesville, Glouster, Lancaster,
and Nelsonsville, Ohio.
The markets in which the Banks' operate continue to be highly
competitive. CITIZENS competes for loans and deposits with
other retail commercial banks, savings and loan associations,
finance companies, credit unions and other types of financial
institutions within the Mid-Ohio valley geographic area along
the eastern border of Ohio, extending into the northern
panhandle of West Virginia and the Tuscarawas and Carroll
County geographic areas of northeastern Ohio. COMMUNITY also
encounters similar competition for loans and deposits
throughout the Athens, Hocking, and Fairfield County
geographic areas of central and southeastern Ohio.
The Company is regulated under the BHC Act, and is subject to
the supervision and examination of the Board of Governors of
the Federal Reserve System (the Federal Reserve Board). The
BHC Act requires the prior approval of the Federal Reserve
Board for a bank holding company to acquire or hold more than
a 5% voting interest in any bank. The BHC Act allows
interstate bank acquisitions anywhere in the country and
interstate branching by acquisition and consolidation in those
states that have not opted out by January 1, 1997.
Other than as described more thoroughly below with respect to
activities that are "financial in nature," the Company is
generally prohibited by the Act from acquiring direct or
indirect ownership or control of more than five percent of the
voting shares of any company which is not a bank or bank
holding company and from engaging directly or indirectly in
activities other than those of managing or controlling banks
or furnishing services to its subsidiaries.
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. As stated above, the Company
has made such an election.
Under the GLB Act, a financial holding company may affiliate
with securities firms and insurance companies and engage in
other activities that are financial in nature. Activities that
are "financial in nature" include securities underwriting,
dealing and market-making, sponsoring mutual funds and
investment companies, insurance underwriting and agency,
merchant banking, and activities that the Federal Reserve
Board has determined to be closely related to banking.
The Company's banking subsidiaries are also subject to
limitations with respect to transactions with affiliates.
A substantial portion of the United Bancorp's cash revenues is
derived from dividends paid by its subsidiary
3
bank. These dividends are subject to various legal and
regulatory restrictions.
The Company's banking subsidiaries are subject to primary
supervision, regulation and examination by the Ohio Department
of Financial Institutions and the Federal Deposit Insurance
Corporation (FDIC).
Federal regulators adopted risk-based capital guidelines and
leverage standards for banks and holding companies. A
discussion of the impact of risk-based capital guidelines and
leverage standards is presented in Note 12 to the audited
consolidated financial statements of United Bancorp, Inc.,
captioned "Regulatory Matters."
The Financial Reform, Recovery and Enforcement Act of 1989
(FIRREA) provides that a holding company's controlled insured
depository institutions are liable for any loss incurred by
the Federal Deposit Insurance Corporation in connection with
the default of any FDIC-assisted transaction involving an
affiliated insured bank or savings association.
Noncompliance with laws and regulations by financial holding
companies and banks can lead to monetary penalties and/or an
increased level of supervision or a combination of these two
items. Management is not aware of any current instances of
noncompliance with laws and regulations and does not
anticipate any problems maintaining compliance on a
prospective basis. Recent regulatory inspections and
examinations of United Bancorp, Inc. and its subsidiary banks
have not disclosed any significant instances of noncompliance.
The earnings and growth of United Bancorp are affected not
only by general economic conditions, but also by the fiscal
and monetary policies of the federal government and its
agencies, particularly the Federal Reserve Board. The FRB's
policies influence the amount of bank loans and deposits and
the interest rates charged and paid thereon, and thus have an
effect on earnings. The nature of future monetary policies and
the effect of such policies on the future business and
earnings of United Bancorp and its subsidiary banks cannot be
predicted.
The Banks have no single customer or related group of
customers whose banking activities, whether through deposits
or lending, would have a material impact on the continued
earnings capabilities if those activities were removed.
The Company itself, as a shell holding company, has no
compensated employees. CITIZENS has 81 full time employees,
with 19 of these serving in a management capacity and 35 part
time employees. COMMUNITY has 32 full time employees, with 7
serving in a management capacity and 18 part time employees.
The Company considers employee relations to be good at all
subsidiary locations.
I DISTRIBUTION OF ASSETS, LIABILITIES AND STOCKHOLDERS EQUITY;
INTEREST RATES AND INTEREST DIFFERENTIAL
A-C Refer to Management's Discussion and Analysis
"Average Balances, Net Interest Income and Yields
Earned and Rates Paid"
II INVESTMENT PORTFOLIO
A Securities available for sale at year-end 2003 increased $11,746,000,
or 9.1% over 2002, while securities held to maturity increased
$2,669,000, or 20.6%. In our planning process, management's prediction
for 2003 was for a steady to slightly rising interest rate environment.
For the first half of 2003, management maintained an average of $9.2
million in fed funds sold. As the economy remained in a low-growth
mode, management's posture on interest rates for the remainder of 2003
and heading into 2004 changed from one that interest rates may rise to
a position that rates will go basically unchanged for the next twelve
months. Therefore, by December 31, 2003, management had invested the
Company's excess liquidity in investment securities and in loans.
4
The following table sets forth the carrying amount of securities at December 31,
2003, 2002 and 2001:
DECEMBER 31,
(In thousands) 2003 2002 2001
-------- -------- --------
AVAILABLE FOR SALE (AT MARKET)
U.S. Govt. and agency obligations $ 81,298 $ 93,263 $ 99,490
Mortgage-backed obligations 35,872 14,075 153
Collaterallized mortgage obligations 2,982 999
State and municipal obligations 20,642 20,714 10,748
Other securities 24 21 34
-------- -------- --------
$140,818 $129,072 $110,425
======== ======== ========
HELD TO MATURITY (AT COST)
State and municipal obligations $ 15,594 $ 12,926 $ 10,379
-------- -------- --------
$ 15,594 $ 12,926 $ 10,379
======== ======== ========
5
B Contractual maturities of securities at year-end 2003 were as follows:
AVERAGE
AMORTIZED ESTIMATED TAX EQUIVALENT
AVAILABLE FOR SALE COST FAIR VALUE YIELD
------------ ------------ --------------
US AGENCY OBLIGATIONS
1 - 5 Years $ 499,895 $ 498,170 3.08%
5 - 10 Years 19,730,951 19,653,426 4.27%
Over 10 Years 61,444,711 61,146,895 5.50%
------------ ------------ ----
Total 81,675,557 81,298,491 5.19%
------------ ------------ ----
MORTGAGE-BACKED SECURITIES
1 - 5 Years 1,476,233 1,476,232 2.40%
5 - 10 Years 15,608,519 15,608,519 3.67%
Over 10 Years 18,936,770 18,786,871 4.28%
------------ ------------ ----
36,021,522 35,871,622 3.94%
------------ ------------ ----
COLLATERIZED MORTGAGE OBLIGATION
Under 1 Year 268,706 271,396 4.15%
1 - 5 Years 2,239,733 2,222,753 3.40%
5 - 10 Years 498,838 487,483 3.73%
------------ ------------ ----
3,007,277 2,981,632 3.43%
------------ ------------ ----
STATE AND MUNICIPAL OBLIGATIONS
Under 1 Year 1,042,718 1,047,070 2.76%
1 - 5 Years 658,854 705,137 6.82%
5 - 10 Years 9,150,870 9,353,173 5.63%
Over 10 Years 9,634,023 9,537,444 5.51%
------------ ------------ ----
Total 20,486,465 20,642,824 6.32%
------------ ------------ ----
OTHER SECURITIES
Equity securities 4,000 23,598 0.00%
------------ ------------ ----
TOTAL SECURITIES AVAILABLE FOR SALE $141,194,821 $140,818,167 5.80%
============ ============ ====
HELD TO MATURITY
STATE AND MUNICIPAL OBLIGATIONS
Under 1 Year $ 1,739,448 $ 1,780,013 7.55%
1 - 5 Years 2,984,311 3,193,318 7.27%
5 - 10 Years 4,074,725 4,380,569 6.86%
Over 10 Years 6,795,924 6,990,453 6.69%
------------ ------------ ----
TOTAL SECURITIES HELD TO MATURITY $ 15,594,408 $ 16,344,353 6.96%
------------ ------------ ----
C Refer to Note 2 of Notes to Consolidated Financial Statements.
D Excluding holdings of U.S. Agency, there were no investments in
securities of any one issuer exceeding 10% of the Company's
consolidated shareholders' equity at December 31, 2003.
6
III LOAN PORTFOLIO
A TYPES OF LOANS
The amounts of gross loans outstanding at December
31, 2003, 2002, 2001, 2000 and 1999 are shown in the
following table according to types of loans:
DECEMBER 31, 2003
----------------------------------------------------
(In thousands) 2003 2002 2001 2000 1999
-------- -------- -------- -------- --------
Commercial loans $ 28,049 $ 21,060 $ 21,502 $ 20,415 $ 15,463
Commercial real estate loans 68,902 69,287 61,963 64,812 60,305
Real estate loans 52,237 52,535 54,153 55,931 51,357
Installment loans 49,421 45,006 45,722 55,339 53,391
-------- -------- -------- -------- --------
Total loans $198,609 $187,888 $183,340 $196,497 $180,516
======== ======== ======== ======== ========
Construction loans were not significant for the
periods discussed.
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, 2003
maturing within the various time frames indicated:
ONE YEAR ONE THROUGH AFTER
(In thousands) OR LESS FIVE YEARS FIVE YEARS TOTAL
------- ------- ------- -------
Commercial loans $18,710 $ 5,605 $ 3,734 $28,049
Commercial real estate loans 17,047 37,702 14,153 68,902
------- ------- ------- -------
Total $35,757 $43,307 $17,887 $96,951
======= ======= ======= =======
The following is a schedule of fixed rate and
variable rate commercial and commercial real estate
loans at December 31, 2003 due to mature after one
year:
(In thousands) FIXED RATE VARIABLE RATE TOTAL > ONE YEAR
---------- ------- -------
Commercial loans $ 2,376 $ 6,993 $ 9,369
Commercial real estate loans 7,184 44,641 51,825
------- ------- -------
Total $ 9,560 $51,634 $61,194
======= ======= =======
Variable rate loans are those loans with floating or
adjustable interest rates.
7
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,
2003, 2002 and 2001:
DECEMBER 31,
(In thousands) 2003 2002 2001 2000 1999
----- ----- ----- ----- -----
Nonaccrual basis (1) $ 101 $ 685 $ 661 $ 793 $ 987
Accruing loans 90 days or greater past due 655 85 157 124 36
Impaired loans (2) (2) (2) (2) (2)
(1) There were no restructured loans at any of the dates
indicated above.
(2) Loans considered impaired under the provisions of SFAS No.
114 and interest recognized on a cash received basis were not
considered material during any of the periods presented.
The additional amount of interest income that would have been
recorded on nonaccrual loans, had they been current, totaled
$907, $ 6,270 and $ 6,610 for the years ended December 31,
2003, 2002 and 2001
Interest income is not reported when full loan repayment is
doubtful, typically when the loan is impaired or payments are
past due over 90 days. Payments received on such loans are
reported as principal reductions.
A loan is impaired 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, consumer, and credit card loans, and on an
individual loan basis for other loans. 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.
1. POTENTIAL PROBLEM LOANS
The Company had no potential problem loans as of December 31,
2003 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 Note 11 of Notes to Consolidated Financial
Statements.
D. OTHER INTEREST-BEARING ASSETS
Not applicable.
8
IV SUMMARY OF LOAN LOSS EXPERIENCE
For additional explanation of factors which influence
management's judgment in determining amounts charged to
expense, refer to "Management Discussion and Analysis" and
Notes to Consolidated Financial Statements.
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, 2003,
2002, 2001, 2000, and 1999:
(In thousands) 2003 2002 2001 2000 1999
-------- -------- -------- -------- --------
LOANS
Loans outstanding $198,608 $187,888 $183,340 $196,497 $180,516
Average loans outstanding $192,725 $184,131 $187,995 $190,386 $168,868
ALLOWANCE FOR LOAN LOSSES
Balance at beginning of year $ 2,971 $ 2,879 $ 2,790 $ 3,110 $ 3,033
Loan charge-offs:
Commercial 250 135 268 125 85
Commercial real estate 79 45 79 30
Real estate 28 84 67 275 21
Installment 459 507 728 716 807
-------- -------- -------- -------- --------
Total loan charge-offs 816 771 1,063 1,195 943
-------- -------- -------- -------- --------
Loan recoveries
Commercial 3 17 27 2 50
Commercial real estate 28 12
Real estate 3 1 10 4 3
Installment 142 215 335 254 228
-------- -------- -------- -------- --------
Total loan recoveries 148 233 372 288 293
-------- -------- -------- -------- --------
Net loan charge-offs 668 538 691 907 650
Provision for loan losses 540 630 780 587 727
-------- -------- -------- -------- --------
Balance at end of year $ 2,843 $ 2,971 $ 2,879 $ 2,790 $ 3,110
======== ======== ======== ======== ========
Ratio of net charge-offs to average
loans outstanding for the year 0.35% 0.29% 0.37% 0.49% 0.38%
======== ======== ======== ======== ========
9
B ALLOCATION OF THE ALLOWANCE FOR LOAN LOSSES
The following table allocates the allowance for
possible loan losses at December 31, 2003, 2002,
2001, 2000 and 1999. Management adjusts the allowance
periodically to account for changes in national
trends and economic conditions in the Banks' service
areas. The allowance has been allocated according to
the amount deemed to be reasonably necessary to
provide for the probability of losses being incurred
within the following categories of loans at the dates
indicated:
2003
----------------------
% OF LOANS
ALLOWANCE TO TOTAL
(In thousands) AMOUNT LOANS
--------- ----------
Loan type
Commercial $ 452 14.13%
Commercial real estate 1,005 34.69%
Real estate 387 26.30%
Installment 982 24.88%
Unallocated 17 N/A
------ ------
Total $2,843 100.00%
====== ======
2002
----------------------
% OF LOANS
ALLOWANCE TO TOTAL
(In thousands) AMOUNT LOANS
--------- ----------
Loan type
Commercial $ 361 11.21%
Commercial real estate 965 36.88%
Real estate 403 27.96%
Installment 879 23.95%
Unallocated 363 N/A
------ ------
Total $2,971 100.00%
====== ======
2001
----------------------
% OF LOANS
ALLOWANCE TO TOTAL
(In thousands) AMOUNT LOANS
--------- ----------
Loan type
Commercial $ 325 11.73%
Commercial real estate 872 33.80%
Real estate 381 29.54%
Installment 613 24.93%
Unallocated 688 N/A
------ ------
Total $2,879 100.00%
====== ======
2000
----------------------
% OF LOANS
ALLOWANCE TO TOTAL
(In thousands) AMOUNT LOANS
--------- ----------
Loan type
Commercial $ 263 10.39%
Commercial real estate 835 32.98%
Real estate 461 28.46%
Installment 781 28.17%
Unallocated 450 N/A
------ ------
Total $2,790 100.00%
====== ======
10
1999
----------------------
% OF LOANS
ALLOWANCE TO TOTAL
(In thousands) AMOUNT LOANS
--------- ----------
Loan type
Commercial $ 195 8.57%
Commercial real estate 439 33.40%
Real estate 343 28.45%
Installment 620 29.58%
Unallocated 1,513 N/A
------ ------
Total $3,110 100.00%
====== ======
V DEPOSITS
A SCHEDULE OF AVERAGE DEPOSIT AMOUNTS AND RATES
(1)-(4) Refer to Management's Discussion and Analysis
"Average Balances, Net Interest Income and Yields
Earned and Rates Paid" in Part II, Item 7 of this
Report.
(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, 2003:
(In thousands)
Three months or less $ 5,805
Over three through six months 1,612
Over six through twelve months 3,960
Over twelve months 25,244
-------
Total $36,621
=======
Refer to Note 5 of Notes to Consolidated Financial Statements
for Additional Information.
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, were
as follows:
DECEMBER 31,
2003 2002 2001
----- ----- -----
Return on Assets 0.97% 0.94% 0.82%
Return on Equity 11.40% 10.34% 9.13%
Dividend Payout Ratio 46.15% 50.51% 56.82%
Equity to Assets 8.43% 8.89% 8.93%
11
VII SHORT-TERM BORROWINGS
Information concerning securities sold under agreements to
repurchase is summarized as follows:
(In thousands) 2003 2002 2001
------- ------- -------
Balance at December 31, $ 5,485 $ 7,010 $ 7,811
Weighted average interest rate at December 31, 0.80% 0.91% 1.39%
Average daily balance during the year $ 8,766 $ 8,567 $10,695
Average interest rate during the year 0.83% 1.19% 3.59%
Maximum month-end balance during the year $13,980 $11,659 $20,653
Securities sold under agreements to repurchase are financing
arrangements whereby the Company sells securities and agrees
to repurchase the identical securities at the maturities of
the agreements at specified prices.
Information concerning the cash management line of credit from
the Federal Home Loan Bank of Cincinnati, Ohio is summarized
as follows:
(In thousands) 2003 2002 2001
------- ------- -------
Balance at December 31, $15,283 $10,100
Weighted average interest rate at December 31, 1.11% 2.05%
Average daily balance during the year $ 7,103 $ 1,722 $14,783
Average interest rate during the year 1.45% 1.83% 4.01%
Maximum month-end balance during the year $15,283 $ 6,799 $24,995
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
The Company owns and operates its Main Office in Martins Ferry, Ohio and
the following offices;
Location
Bridgeport, Ohio Owned
Colerain, Ohio Owned
Jewett, Ohio Owned
St. Clairsville, Ohio Leased
Dover, Ohio Owned
Dellroy, Ohio Owned
New Philadelphia, Ohio Owned
Strasburg, Ohio Owned
Sherrodsville, Ohio Owned
Glouster, Ohio Owned
Glouster, Ohio Owned
Amesville, Ohio Owned
Nelsonville, Ohio Owned
Lancaster, Ohio Owned
Lancaster, Ohio Owned
Lancaster, Ohio Owned
Management believes the properties described above to be in good
operating condition for the purpose for which it is used. The properties
are unencumbered by any mortgage or security interest and is, in
management's opinion, adequately insured.
ITEM 3 LEGAL PROCEEDINGS
12
Refer to Note 1 of Notes to Consolidated Financial Statements set
forth in Part II, Item 8 of this Report.
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 2003.
PART II
ITEM 5 MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS
Shareholder Information
United Bancorp, Inc.'s (the Company) common stock trades on The Nasdaq SmallCap
Market tier of The Nasdaq Stock Market under the symbol UBCP, CUSIP #90991109.
At year-end 2003, there were 3,752,105 shares outstanding, held among
approximately 2,000 shareholders of record and in street name. The following
table sets forth the quarterly high and low closing prices of the Company's
common stock from January 1, 2003 to December 31, 2003 compared to the same
periods in 2002 as reported by the NASDAQ. The price quotes have been adjusted
for comparison purposes for the 10% stock dividend distributed on December 19,
2003 and the 5% dividend distributed on December 20, 2002. The price quotations
presented should not necessarily be relied on in determining the value of the
shareholders' investment. For information regarding dividend restrictions
applicable to the Company and its subsidiaries, see Note 12, captioned
"Regulatory Matters," under Item 8 of this report on Form 10-K.
2003 2002
---------------------------------------------------------------------
31-MAR 30-JUN 30-SEP 31-DEC 31-MAR 30-JUN 30-SEP 31-DEC
------ ------ ------ ------ ------ ------ ------ ------
Market Price Range
High ($) 12.820 12.580 12.770 18.470 12.030 12.510 12.950 12.730
Low ($) 12.150 12.260 12.320 12.490 10.610 10.870 11.730 11.350
Cash Dividends
Quarter ($) 0.118 0.118 0.118 0.130 0.112 0.112 0.113 0.118
Cumulative ($) 0.118 0.236 0.354 0.484 0.112 0.224 0.337 0.455
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 or Email request to:
Randall M. Greenwood, CFO
United Bancorp, Inc.
201 South 4th Street
PO Box 10
Martins Ferry, OH 43935
or
cfo@unitedbancorp.com
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 may also 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
6201 15th Avenue, 3rd Floor
Brooklyn, NY 11219
1-800-278-4353
ANNUAL MEETING:
The Annual Meeting of Shareholders will be held at 2:00 p.m., April 21,
2004 at the Corporate Offices in Martins Ferry, Ohio.
INTERNET:
Please look us up at
http//:www.unitedbancorp.com
INDEPENDENT AUDITORS:
Grant Thornton LLP
625 Eden Park Drive
Cincinnati, Ohio 45202
(513) 762-5000
CORPORATE OFFICES:
The Citizens Savings Bank Building
201 South 4th Street
Martins Ferry, Ohio 43935
(740) 633-0445
(740) 633-1448 (FAX)
TRANSFER AGENT AND REGISTRAR:
For transfers and general correspondence, please contact:
American Stock Transfer and Trust Company
6201 15th Avenue, 3rd Floor
Brooklyn, NY 11219
1-800-937-5449
STOCK TRADING:
Advest, Inc.
340 S. Hollywood Plaza
Steubenville, Ohio 43952
1-800-761-8008
George Crim
800-761-8008
Stifel, Nicolaus & Company Inc.
655 Metro Place South
Dublin, Ohio 43017
Steven Jefferis
877-875-9352
FTN Midwest Research
350 Madison Avenue 19th Floor
New York, NY 10017
Bradley Dobin
866-268-6529
2003
ANNUAL REPORT
9
ITEM 6 SELECTED CONSOLIDATED FINANCIAL DATA
As of and for the year ended December 31,
1999 2000 2001 2002 2003
-------------- ------------- ------------- -------------- --------------
Interest and dividend income $ 21,638,690 $ 23,734,085 $ 24,595,769 $ 22,095,682 $ 20,720,464
Interest expense 9,844,827 12,336,669 12,348,548 9,328,867 7,837,463
-------------- ------------- ------------- -------------- --------------
NET INTEREST INCOME 11,793,863 11,397,416 12,247,221 12,766,815 12,883,001
Provision for loan losses 726,806 587,000 780,000 630,000 540,000
-------------- ------------- ------------- -------------- --------------
NET INTEREST INCOME AFTER PROVISION
FOR LOAN LOSSES 11,067,057 10,810,416 11,467,221 12,136,815 12,343,001
Noninterest income, including security
gains/(losses) 1,285,519 1,368,986 1,606,046 2,059,173 2,611,566
Noninterest expense 8,189,260 8,711,655 9,382,984 9,989,172 10,415,947
-------------- ------------- ------------- -------------- --------------
INCOME BEFORE INCOME TAXES 4,163,316 3,467,747 3,690,283 4,206,816 4,538,620
Income tax expense 1,003,062 880,772 934,696 986,653 899,229
-------------- ------------- ------------- -------------- --------------
NET INCOME $ 3,160,254 $ 2,586,975 $ 2,755,587 $ 3,220,163 $ 3,639,391
============== ============= ============= ============== ==============
Total assets $298,764,079 $ 323,885,801 $ 341,317,195 $361,711,069 $ 385,522,969
Deposits 235,539,865 267,552,875 283,375,923 300,201,533 304,525,997
Shareholders' equity 25,297,973 28,679,087 30,474,195 32,154,862 32,514,459
Loans receivable, net 177,406,092 193,707,099 180,460,538 184,916,798 195,765,090
Allowance for loan losses 3,109,821 2,790,133 2,879,065 2,971,116 2,843,484
Net charge-offs 650,090 906,688 691,068 537,949 667,470
Full time employees (average equivalents) 135 136 130 130 133
Banking locations Seventeen Seventeen Seventeen Seventeen Seventeen
Earnings per common share - Basic $ 0.84 $ 0.70 $ 0.76 $ 0.90 $ 1.04
Earnings per common share - Diluted 0.84 0.70 0.76 0.90 1.03
Dividends per share 0.40 0.42 0.44 0.45 0.48
Book value per share 6.75 7.77 8.45 9.12 9.31
Market value range per share 10.01 - 19.45 6.28 - 11.78 8.08 - 12.12 10.61 - 12.95 12.15 - 18.47
Cash dividends paid $ 1,477,686 $ 1,549,657 $ 1,590,220 $ 1,647,670 $ 1,717,838
Return on average assets (ROA) 1.09% 0.83% 0.82% 0.94% 0.97%
Return on average equity (ROE) 11.94% 9.88% 9.13% 10.34% 11.40%
13
ITEM 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
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, 2003 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.
When used in this discussion or future filings by the Company with the
Securities and Exchange Commission, or other public or shareholder
communications, or in oral statements made with approval of an authorized
executive officer, the words or phrases "will likely result," "are expected to,"
"will continue," "is anticipated," "estimate," "project," "believe," or similar
expressions are intended to identify "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. The Company
wishes to caution readers not to place undue reliance on any such
forward-looking statements, which speak only as of the date made, and to advise
readers that various factors, including regional and national economic
conditions, changes in levels of market interest rates, credit risks of lending
activities and competitive and regulatory factors, could affect the Company's
financial performance and could cause the Company's actual results for future
periods to differ materially from those anticipated or projected.
The Company is not aware of any trends, events or uncertainties that will
have or are reasonably likely to have a material effect on its liquidity,
capital resources or operations except as discussed herein. The Company is not
aware of any current recommendations by regulatory authorities that would have
such effect if implemented.
The Company does not undertake, and specifically disclaims, any obligation
to publicly release any revisions that may be made to any forward-looking
statements to reflect occurrence of anticipated or unanticipated events or
circumstances after the date of such statements.
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 each
bank's trend in delinquencies and loan losses, and economic factors.
The allowance for loan loss is maintained at a level believed adequate by
management to absorb probable losses inherent in the loan portfolio.
Management's evaluation of the adequacy of the allowance is an estimate based on
management's current judgement about the credit quality of the loan portfolio.
While the Company strives to reflect all know risk factors in its evaluation,
judgement errors may occur.
FINANCIAL CONDITION
OVERVIEW
For a third straight year, the Company and its competitors faced an interest
rate environment that continued at historically low levels. A weak economic
environment in 2002 did not leave the economy on firm footing for a strong 2003.
In 2003 the economy had to deal with the uncertainty of war. During the latter
half of the year the economy showed mixed signs of improvement.
Notwithstanding the less than optimal economic environment, your Company
reported record earnings for 2003. The Company posted a 15.6% increase in
earnings per share and maintained our strong credit quality over the year. As
would be expected, our customers wanted to "lock-in" their loan rates while the
depository preferences were for shorter term certificates of deposits and
liquid transaction accounts. With interest rates at a historical low, the
Company did attract longer-term certificates of deposits at above market
interest rates. Although in today's interest rate environment the rates were
slightly higher than our competitors, management feels this is a prime
opportunity to lock in retail based funding for terms over 60 months. The
Company took advantage of the volatility in the bond market and realized
approximately $344,000 in gains on the sale of available for sale securities in
2003.
TOTAL ASSETS
(In Thousands)
[BAR CHART]
2003 $385,523
2002 $361,711
2001 $341,317
2000 $323,886
1999 $298,764
For the year ended December 31, 2003, the Company's total assets increased
$23,811,900, or 6.6% over December 31, 2002 totals. Average total earning assets
increased $28,222,000 or 8.8% over $319,789,000 for 2002.
EARNING ASSETS - LOANS
Gross loans totaled $198,609,000 at year-end 2003, representing a 5.7%
increase from $187,888,000 at year-end 2002.
14
Average loans increased by $8,594,000, or 4.7% from 2002 to 2003.
Installment loans increased $4,414,000, or 9.8%, residential real estate
loans decreased $299,000, or less than 1% and commercial real estate loans
decreased $385,000 or less than 1% from December 31, 2002. Commercial loans
increased $6,989,000 or 33.2% from December 31, 2002. As discussed previously,
the overall slow down in the economy coupled with historical low interest rates
caused management to be cautious in increasing longer term fixed-rate loans
during this period of uncertainty. Similar to 2002 and 2001, consumers and
businesses during the past year were extremely price and term sensitive and were
looking for longer-term fixed-rate loans. Management priced our loan products
competitively but not overly aggressive as they felt the economy would rebound
over the next several years which then would most likely result in a higher
interest rate environment. Based upon the Asset/Liability model utilized by the
Company, management decided not to accept longer-term fixed interest rate risk
at historical low levels.
Loan production for CITIZENS and COMMUNITY during 2003 yielded a growth in
both Banks' loan portfolios. Lower interest rates in 2003, again caused the
Company to struggle to maintain its loan portfolio. During the past three years
the Company was in a posture of trying to maintain its current customer
relationships. As interest rates leveled off in 2003, the amount of refinancing
requests did slow down as compared to 2002 and 2001. As a result, the Company's
loan portfolio ultimately grew by $10,721,000 or 5.7% in 2003.
The Company's installment lending portfolio increased by 9.8% from December
31, 2002 to December 31, 2003. These loans represented 24.9% of the total
portfolio at year-end 2003 compared to 24.0% at year-end 2002. The targeted
installment lending areas encompass the geographic areas serviced by the Banks,
which are diverse, thereby reducing the risk to changes in economic conditions.
Competition for installment loans principally came from the captive finance
companies offering low to zero percent financing for extended terms. With a
large share of the consumers being lured to the captive finance companies
offering the promotional low interest rates, the remaining market share to
compete for was vastly smaller. Management did not feel it was prudent, given
the competition and low yields that were available, to aggressively price our
installment loan product to capture this residual business.
Management countered the low interest rate competition through customer
service enhancements by extending our customer service hours into the evening to
provide our customers with the ability to arrange financing at their
convenience. In addition, customers may access the Company's 24/7 Internet Bank
and view rates and even inquire about financing. Customers merely have to e-mail
their loan requests and a loan officer will provide a prompt response.
LOANS NET
(In Thousands)
[BAR CHART]
2003 $195,765
2002 $184,917
2001 $180,461
2000 $193,707
1999 $177,406
The commercial and commercial real estate portfolio represented
approximately 48.8% of the total loan portfolio at December 31, 2003 compared to
48.1% for December 31, 2002. The Company's commercial loan portfolio increased
by $6,989,000, or 33.2%. However, the commercial real estate loan portfolio
decreased $385,000. Management is pleased with the overall increase in the
combined commercial and commercial real estate loan portfolios given the lower
interest rate environment and sluggish economy. The Company was able to retain
the majority of its corporate accounts during a time when the industry was
experiencing a high rate of loan refinancing. To protect the Company's future
net interest margin and mitigate its exposure to rising interest rates in future
reporting periods, certain interest rate floors and wider repricing indices were
established during 2001 and that structure was updated and carried forward into
2002 and 2003. This strategy may have caused a few of our price sensitive
customers to seek alternative financing arrangements in the short term. However,
in management's view, this will help preserve the Company's net interest margins
should interest rates increase.
Residential real estate loans are comprised of 1, 3 and 5 year adjustable
rate mortgages financed for 1-4 family units. The Company also offers fixed rate
real estate loans through our Secondary Market Real Estate Mortgage Program. The
fixed rate mortgages are serviced and originated by CITIZENS but are sold
immediately in the secondary market. Therefore, we have mitigated our interest
rate risk and our customers enjoy the convenience of working with a local bank
and are able to obtain long-term fixed-rate financing for their home.
15
As mentioned, once these loans are originated they are immediately sold in
what is referred to as the secondary market. Since the loans are immediately
sold, without recourse, the Company does not assume any interest rate risk in
this portfolio and does not have any loans held for sale. This arrangement is
quite common in banks and without such an option our customers may look
elsewhere for their home financing needs. As the overall interest rate
environment remained at low levels, consumer preferences remained focused on
fixed-rate loan products. Given the historical low interest rates in 2003 the
Company's Secondary Market Program for the second year experienced a high volume
of activity.
TOTAL AVERAGE EARNING ASSETS
(In Thousands)
[BAR CHART]
2003 $348,009
2002 $319,789
2001 $316,812
2000 $289,766
1999 $271,976
For 2003 and 2002 the interest rate environment was favorable to the
fixed-rate mortgage loan product and resulted in a high volume of customers
refinancing. The Company recognized gains on the sale of secondary market loans
of $286,832 in 2003 and $179,683 in 2002. Given the increased level of sales in
the secondary market in 2003, the Company's residential real estate portfolio
declined $299,000.
COMMUNITY continued their growth from the previous years, with an increase
in loans of $7,261,000, or 13.7%. The increase this past year is due to the
continued expansion of COMMUNITY into the Fairfield County market. COMMUNITY'S
loan growth came in commercial and commercial real estate portfolio of
$5,710,000 and the real estate portfolio of $3,112,000. This growth was offset
by a decrease of $1,561,000 in the installment portfolio.
CITIZENS also experienced an increase in loans for 2003. Total loans
increased $3,459,000, or 2.6% from December 31, 2002. The increase primarily
came in the installment portfolio of $5,975,000 and commercial portfolio of
$4,674,000. However, this increase was offset by decreases in the commercial
real estate portfolio of $3,779,000 and the real estate portfolio of $3,410,000
for 2003.
The allowance for loan losses represents the amount which management and
the Board of Directors estimates is adequate to provide for probable incurred
losses in the loan portfolio. The allowance balance and the annual provision
charged to expense are reviewed by management and the Board of Directors on a
monthly basis. The allowance calculation is determined by utilizing a
risk-grading model that considers borrowers' past due experience, economic
conditions and various other circumstances that are subject to change over time.
In general, the loan loss policy for installment loans requires a charge-off if
the loan reaches 120-day delinquent status or if notice of bankruptcy is
received. The Company follows lending policies, with established criteria for
determining the repayment capacity of borrowers, requirements for down payments
and current market appraisals or other valuations of collateral when loans are
originated. Installment lending also utilizes credit scoring to help in the
determination of credit quality and pricing.
The Company generally recognizes interest income on the accrual basis,
except for certain loans which are placed on non-accrual status, when in the
opinion of management, doubt exists as to collection on the loan. 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.
When a loan is placed on non-accrual status, interest income may be recognized
as cash payment is received.
Management believes the current balance of the allowance for loan losses is
sufficient to cover probable incurred losses. Net charge-offs to average loans
for the year-ended 2003 was 0.35% compared to 0.29% for 2002. Refer to Provision
for Loan Losses section for further discussion on the Company's credit quality.
EARNING ASSETS - SECURITIES AND FEDERAL FUNDS SOLD
The securities portfolio is comprised of U.S. Government and agency
obligations, tax-exempt obligations of states and political subdivisions,
mortgage-backed securities and certain other investments. The Company does not
hold any collateralized mortgage-backed securities, other than those issued by
U.S. Government agencies. The Company does not hold any derivative securities.
The quality rating of most obligations of states 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 within Ohio of
local schools, townships and municipalities, based on
16
known levels of credit risk.
Securities available for sale at year-end 2003 increased $11,746,000, or
9.1% over 2002, while securities held to maturity increased $2,669,000, or
20.6%.
In our planning process, management's prediction for 2003 was for a steady
to slightly rising interest rate environment. For the first half of 2003,
management maintained an average of $9.2 million in fed funds sold. As the
economy continued to struggle, management's posture on interest rates for the
remainder of 2003 and heading into 2004 changed from one that interest rates may
rise to a position that rates will go basically unchanged for the next twelve
months. Therefore, by December 31, 2003, management had invested the Company's
excess liquidity in investment securities and in loans.
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. During 2003, core deposits increased $10,543,000, or 4.1%. Core
deposit growth for CITIZENS and COMMUNITY was $5,832,000 and $4,711,000,
respectively, for the year ended December 31, 2003. The Company continues to
benefit from strong depository growth as a direct result of the expansion of
COMMUNITY into Fairfield County (Lancaster). Over the past several years,
COMMUNITY has developed several large depository customers. As of December 31,
2003, their eight largest depository customers accounted for approximately 31.0%
of COMMUNITY'S certificate of deposits and approximately 91.0% of total
certificates of deposits greater than $100,000. These customers also represent
19.0% of demand deposits at December 31, 2003. Total concentration of retail
funding is approximately 27.0% of COMMUNITY'S total deposits at December 31,
2003. This concentration does pose additional liquidity and earnings risk for
COMMUNITY. The earnings risks would be triggered if COMMUNITY would be placed in
a position to sell assets below book value to meet current liquidity needs. This
risk is mitigated with COMMUNITY'S capability to borrow wholesale funding from
its correspondent banks. Management has an active asset/liability committee that
monitors, among other items monthly liquidity needs on a 90 day time horizon.
NET INCOME
(In Thousands)
[BAR CHART]
2003 $ 3,639
2002 $ 3,220
2001 $ 2,756
2000 $ 2,587
1999 $ 3,160
RETURN ON AVERAGE ASSETS
[BAR CHART]
2003 0.97%
2002 0.94%
2001 0.82%
2000 0.83%
1999 1.09%
On a consolidated level, this concentration of funding at COMMUNITY
represents approximately 7.9% of total retail deposits at December 31, 2003.
The Company maintains strong deposit relationships with public agencies,
including local school districts, city and township municipalities, public works
facilities and others. These relationships 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 time-frames.
Certificates of deposit greater than $100,000 are not considered part of
core deposits and, as such, are used as a tool to balance funding needs. At
year-end 2003, certificates of deposit greater than $100,000 decreased
$6,219,000, or 14.5% over year-end 2002 totals. Certificates of deposits greater
than $100,000 at both CITIZENS and COMMUNITY decreased by approximately 14% in
2003.
The attraction of and retention of core deposits continues to be 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.
However, during, the past three years, the Company observed a "flight to
safety" effect for deposit products. As the economy weakened and the stock
market declined, many consumers preferred to maintain liquidity in traditional
bank product accounts.
17
SOURCES OF FUNDS - SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE AND OTHER
BORROWED FUNDS
Other interest-bearing liabilities include securities sold under agreements
to repurchase, federal funds purchased, Treasury, Tax & Loan notes payable and
Federal Home Loan Bank advances. Securities sold under agreements to repurchase
decreased by $1,524,000. The average balance in securities sold under agreements
to repurchase increased $199,000 from 2002 to 2003.
Advances from the Federal Home Loan Bank (FHLB) increased $14,637,000 from
2002 to 2003 and Federal funds purchased increased $7,659,000 for the same
period. As previously discussed, in the second half of 2003, management invested
the Company's excess liquidity and borrowed on its lines of credit at the FHLB
to purchase investment securities and fund the loan portfolio.
OTHER ASSETS
The Company owns approximately $7.2 million in Bank Owned Life Insurance
with the original investment occurring in 2002. Refer to Performance Overview
2003 to 2002, Noninterest Income section for further information.
PERFORMANCE OVERVIEW 2003 TO 2002
NET INCOME
The Company reported record earnings of $3,639,391 in 2003 compared to
$3,220,163 in 2002. This earnings performance equates to a 0.97% Return on
Average Assets ("ROA") and 11.40% Return on Average Equity ("ROE") for 2003
compared to 0.94% and 10.34% for 2002. Basic and Diluted Earnings per share
("EPS") were $1.04 and $1.03, respectively for 2003 compared to $0.90 for 2002.
Per share amounts for all periods have been restated to reflect the 10% stock
split in the from of a dividend distributed in December 2003 and the 5% stock
dividend distributed in December 2002.
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 $116,186, or 0.9% in 2003. The net interest margin
decreased to 3.70% from 3.99%. Overall, the Company has seen both its earning
assets and interest paying liabilities repricing downward given the low interest
rate environment in 2003 as previously discussed.
Average interest-earning assets increased $28,220,000, or 8.8% in 2003
while the associated weighted-average yield on these interest-earning assets
decreased from 6.91% in 2002, to 5.95% for 2003.
Average interest-bearing liabilities increased $27,039,000 in 2003 over
2002. The average cost of funds decreased to 2.52% from 3.29% from the year
ended December 31, 2002.
Refer to the sections on Asset and Liability Management and Sensitivity to
Market Risks and Average Balances, Net Interest Income and Yields Earned and
Rates Paid elsewhere for further discussion.
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 probable incurred losses in the loan portfolio. The total
provision for loan losses was $540,000 in 2003 compared to $630,000 in 2002, a
decrease of $90,000, or 14.3%. The decrease can be attributed to management's
continued efforts to strengthen credit quality in the loan portfolio. Management
reduced the provision in 2003 due to the continued improvement in credit quality
statistics for the Company throughout 2002 and into 2003. Management considered
such factors as lower past due percentages and modest loan growth. Net loans
charged-off for 2003 were approximately $668,000 compared to $538,000 for 2002.
Moreover, one borrower accounted for approximately 34% of the net charge-offs
for 2003. Management is in the process of recovering this loan.
RETURN ON AVERAGE EQUITY
[BAR CHART]
2003 11.40%
2002 10.34%
2001 9.13%
2000 9.88%
1999 11.94%
18
The Company's total allowance for loan losses compared to nonaccrual loans
is 354% at December 31, 2003, compared to 386% at December 31, 2002. The
Company's non-performing loans to total loans was 0.40% at December 2003
compared to 0.41% at year-end 2002. These ratios measure the relative risk in
the loan portfolio and coverage in the allowance for loan losses.
The allowance for loan losses as a percentage of loans decreased to 1.43%
at year-end 2003, from 1.58% at year-end 2002. CITIZENS and COMMUNITY utilize a
consistent reserve methodology with the detail reserve allocations specific to
the individual loan portfolio.
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/interchange income, internet bank fees, early redemption
penalties for certificates of deposit, safe deposit box rental income, net gain
or loss on sales of securities available for sale and loans, leased rental
property, cash management services and other miscellaneous items. In addition,
both CITIZENS and COMMUNITY invested in Bank Owned Life Insurance (BOLI) in
2002. The earnings from this investment are reflected in the Company's
noninterest income. Total noninterest income for 2003 was $2,611,566, an
increase of $552,393, or 26.8% over 2002 totals.
The increase in noninterest income in 2003 can be attributed to several
factors. During mid-year 2002, CITIZENS and COMMUNITY invested approximately
$6,707,000 in BOLI. This product offers an attractive tax deferred yield after
mortality cost of approximately 7.0% and 7.9% for 2003 and 2002, respectively.
For the year ended December 31, 2003 the additional income generated from the
BOLI investment in 2003 over 2002 is approximately $154,000. Also explaining the
growth in noninterest income in 2003 is the additional income of $24,000 related
to gains on the sale of investment securities. Management's strategy in 2003 and
2002, took into consideration the relative volatility in the bond market. At
times during the year management realized there was an opportunity to sell
certain bonds in the portfolio when overall interest rates were depressed. The
Company's secondary market mortgage program generated total income of $286,832
compared to $179,683 in 2002, an increase of $107,149. Service charges on
deposit accounts increased $175,496, or 18.5% due to increased fees on
transactional-based deposit accounts such as service charges, non-sufficient
fund charges and daily overdraft charges.
TOTAL ALLOWANCE FOR LOAN LOSSES TO TOTAL LOANS
[BAR CHART]
2003 1.43%
2002 1.58%
2001 1.57%
2000 1.42%
1999 1.72%
DILUTED EARNINGS PER SHARE
[BAR CHART]
2003 $1.03
2002 $0.90
2001 $0.76
2000 $0.70
1999 $0.84
NONINTEREST EXPENSE
Noninterest expense for 2003 increased $426,775 or 4.3% over 2002.
Salaries and employee benefits increased $76,521, or 1.5% from 2002 to
2003. During 2003 management adjusted the staffing levels within the Company to
control salary and benefit costs.
Occupancy and equipment increased $72,696 due to the mid year 2002 purchase
of additional hardware and software for check imaging and processing and for an
on-line loan and deposit origination system. Since the system was not installed
until mid 2002, the Company did not record a full year of operating expenses
with these two systems until 2003.
Franchise and other taxes increased $58,803 or 16.6% over 2002 mainly due
to increases in franchise and state income taxes. The increase in franchise
taxes resulted from an increase in the Company's capital base year over year.
Insurance expense increased $23,036 from 2002 to 2003. The Company renewed
its Directors and Officers insurance for
19
a three-year period in 2002. The cost of this policy and other insurance has
increased dramatically over the past several years.
Professional fees increased $51,698 or 16.4% for 2003 as compared to 2002.
Professional fees increased due to additional costs relating to compliance with
the Sarbanes-Oxley Act of 2002 requirements as well as other increased risk
management costs.
Other expenses increased 7.9%, or $149,802. Overall there is not a single
line item that contributes significantly to this increase.
PERFORMANCE OVERVIEW 2002 TO 2001
NET INCOME
The Company reported earnings of $3,220,163 in 2002 compared with
$2,755,587 in 2001. This earnings performance equates to a 0.94% Return on
Average Assets ("ROA") and 10.34% Return on Average Equity ("ROE") for 2002
compared to 0.82% and 9.13% for 2001. Basic and Diluted Earnings per share
("EPS") was $0.90 for 2002 compared to $0.76 for 2001. Per share amounts for all
periods have been restated to reflect the 5% stock dividends distributed in
December 2002 and 2001 as well as the 10% stock split in the form of a dividend
distributed in 2003.
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 $519,594, or 4.2% in 2002. The net interest margin
increased to 3.99% from 3.87%. Overall, the Company has seen both its earning
assets and interest paying liabilities repricing downward given the low interest
rate environment in 2002.
NET CHARGEOFFS TO AVERAGE LOANS
[BAR CHART]
2003 0.35%
2002 0.29%
2001 0.21%
2000 0.49%
1999 0.38%
Average interest-earning assets increased $2,977,000 or 0.9% in 2002 while
the associated weighted-average yield on these interest-earning assets decreased
from 7.76% in 2001, to 6.91% for 2002.
Average interest-bearing liabilities increased $1,435,000 in 2002 over
2001. The average cost of funds decreased to 3.29% from 4.38% for the year ended
December 31, 2001.
Refer to the sections on Asset and Liability Management and Sensitivity to
Market Risks and Average Balances, Net Interest Income and Yields Earned and
Rates Paid elsewhere for further discussion.
PROVISION FOR LOAN LOSSES
20
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 probable losses incurred in the normal course of lending. The
total provision for loan losses was $630,000 in 2002 compared to $780,000 in
2001, a decrease of $150,000, or 19.2%. The decrease from 2001 of 19.2% in the
provision for loan losses can be attributed to management's continued efforts to
strengthen our credit quality in the loan portfolio. Management reduced the
provision in 2002 due to the continued improvement in credit quality statistics.
Management considered such factors as lower past due percentages, slower loan
growth and a reduced level of net loans charged-off. Net loans charged-off for
2002 were approximately $538,000 compared to $691,000 for 2001. Considering the
item just mentioned along with modest loan growth, the provision expense for
2002 was reduced.
The Company's total allowance for loan losses compared to non-performing
loans is 386% at December 31, 2002, compared to 436% at December 31, 2001. The
Company's non-performing loans to total loans was 0.41% at year-end 2002 and
2001. Both ratios measure in common size the relative risk and coverage in the
allowance for loan losses.
The allowance for loan losses as a percentage of loans increased to 1.58%
at year-end 2002, from 1.57% at year-end 2001. CITIZENS and COMMUNITY utilize a
consistent reserve methodology with the detail reserve allocations specific to
their individual loan portfolio.
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/interchange income, internet bank fees, early redemption
penalties for certificates of deposit, safe deposit box rental income, net gain
or loss on sales of securities available for sale and loans, leased rental
property, cash management services and other miscellaneous items. In addition,
both CITIZENS and COMMUNITY invested in Bank Owned Life Insurance (BOLI) in
2002. The earnings from this investment are reflected in the Company's
noninterest income. Total noninterest income for 2002 was $2,059,173, an
increase of $453,127, or 28.2% over 2001 totals.
The increase in 2002 can be attributed to several factors. During 2002,
CITIZENS and COMMUNITY invested approximately $6,707,000 in BOLI. This product
offers an attractive tax deferred yield. For the year ended December 31, 2002
the pre-tax yield on this investment after mortality costs was approximately
5.3% or a tax equivalent yield of approximately 7.9%. The additional income
generated from the BOLI investment in 2002 was $154,000. Also explaining the
growth in noninterest income in 2002 is $320,485 related to gains on the sale of
investment securities. Management's strategy in 2002, took into consideration
the relative volatility in the bond market. At times the during the year
management realized there was an opportunity to sell certain bonds in the
portfolio when overall interest rates were depressed. Also contributing to the
increase in noninterest income is the Company's secondary market mortgage
program which generated total income of $179,683 compared to $135,124 in 2001,
an increase of $44,559. Service charges on deposit accounts increased $42,135,
or 4.7%. The Company recognized gains on other real estate property of $6,693 in
2002 and $44,794 in 2001.
NONINTEREST EXPENSE
Noninterest expense for 2002 increased $606,188, or 6.5% over 2001.
Salaries and employee benefits increased $572,617, or 12.5% from 2001 to
2002. Contributing to the increase is additional staffing associated with
expansion activities and the rapidly escalating cost of health care.
Occupancy and equipment decreased $12,458 and other expense decreased
$3,083 for the year.
An increase in stationery and office supplies of $47,000 is attributable to
higher loan and depository related items. Included in this category are costs
related to loan coupon books and depository customer checks.
Increased advertising of $25,000 was budgeted for 2002 for CITIZENS to
celebrate its 100th year anniversary, which attributed to the increase in
advertising expense of $31,727.
Professional services decreased approximately $60,151 mainly due to
decreases in legal expenses. During 2001, CITIZENS and COMMUNITY incurred
additional legal expenses in connection with the collection of several larger
commercial credits.
2003 2002 2001
------------- ------------- -------------
Noninterest income
Service charges on deposit accounts $ 1,122,202 $ 946,706 $ 904,571
Gains on sales of securities 344,366 320,485 39,358
Gains on sales of loans 286,832 179,683 135,124
Other income 858,166 612,299 526,993
------------- ------------- -------------
Total noninterest income $ 2,611,566 $ 2,059,173 $ 1,606,046
============= ============= =============
Noninterest expense
Salaries and employee benefits $ 5,242,154 $ 5,165,633 $ 4,593,016
Occupancy and equipment 1,526,042 1,453,346 1,465,804
Professional services 366,512 314,814 374,965
Insurance 211,364 188,328 187,848
Franchise and other taxes 412,562 353,759 320,622
Advertising 315,579 310,458 278,731
Stationery and office supplies 284,666 289,080 242,080
Amortization of intangibles 18,000 24,488 27,569
Other expenses 2,039,068 1,889,266 1,892,349
------------- ------------- -------------
Total noninterest expense $ 10,415,947 $ 9,989,172 $ 9,382,984
============= ============= =============
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. Although management can
anticipate changes in interest rates, it is not possible to reliably predict
21
the magnitude of interest rates changes. As a result the Company has established
a sound asset/liability management policy, which minimizes exposure to interest
rate risk while maintaining an acceptable interest rate spread while insuring
adequate liquidity.
The principal goal of asset/liability management - profit management - is
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 amount of loss. Liquidity planning is
necessary so 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.
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 certain loans and securities 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. In most instances, 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. 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 attempts to 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 unacceptable
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 short-
22
comings 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 portion 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.
The following tables present an analysis of the potential sensitivity of
the Company's net present value of its financial instruments to sudden and
sustained changes in the prevailing interest rates.
(Dollars in Thousands)
Net Portfolio Value - December 31, 2003
Change in Rates $ Amount $ Change % Change
- --------------- -------- -------- --------
+200 25,958 (7,719) -23%
+100 30,501 (3,176) -9%
Base 33,677
-100 31,198 (2,479) -7%
-200 30,943 (2,734) -8%
Net Portfolio Value - December 31, 2002
Change in Rates $ Amount $ Change % Change
- --------------- -------- -------- --------
+200 27,138 (1,912) -7%
+100 30,396 1,346 5%
Base 29,050
-100 26,391 (2,659) -9%
-200 26,553 (2,497) -9%
The projected volatility of the net present value at both December 31, 2003
and 2002 fall within the general guidelines established by the Board of
Directors. The NPV table shows that in a falling interest rate environment, the
NPV would decrease between 7% and 8%. In management's view there is a low
probability that interest rates would decrease another 100 to 200 basis points.
In the upward change in interest rates the Company's NPV would decrease 9% with
a 100 basis point interest rate increase. In a 200 basis point rate increase the
Company's NPV would decrease 23%. This decrease is a result of the Company's
available for sale securities portfolio that is invested in fixed-rate
securities. As interest rates increase, the market value of the securities
decrease. However, since the Company currently has the ability to hold these
securities to their final maturity, it would not have to incur any losses.
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,
2003, 2002 and 2001. 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. Average balances are derived from daily average
balances, which include nonaccruing loans in the loan portfolio, net of the
allowance for loan losses. Interest income is on a historical basis without
tax-equivalent adjustment.
23
2003 2002 2001
--------------------------- ---------------------------- ----------------------------
INTEREST INTEREST INTEREST
AVERAGE INCOME/ YIELD/ AVERAGE INCOME/ YIELD/ AVERAGE INCOME/ YIELD/
(DOLLARS IN THOUSANDS) BALANCE EXPENSE RATE BALANCE EXPENSE RATE BALANCE EXPENSE RATE
--------- -------- ------ --------- -------- ------ --------- -------- ------
ASSETS
Interest-earning assets
Loans $ 192,725 $ 13,887 7.21% $ 184,131 $ 14,767 8.02% $ 187,995 $ 16,570 8.81%
Taxable securities - AFS 111,282 5,166 4.64 94,464 5,773 6.11 99,195 6,544 6.60
Taxable securities - HTM 629 49 7.79
Tax-exempt securities - AFS 18,715 790 4.22 14,034 620 4.42 13,076 656 5.02
Tax-exempt securities - HTM 16,680 656 3.93 11,813 568 4.81 8,926 433 4.85
Federal funds sold 4,692 58 1.24 11,588 196 1.69 3,462 88 2.54
FHLB stock and other 3,915 163 4.16 3,759 172 4.58 3,529 256 7.25
--------- -------- ---- --------- -------- --------- --------
Total interest-earning assets 348,009 20,720 5.95 319,789 22,096 6.91 316,812 24,596 7.76
Noninterest-earning assets
Cash and due from banks 8,251 8,487 8,971
Premises and equipment (net) 8,367 8,779 9,241
Other nonearning assets 12,373 8,250 4,835
Less: allowance for loan losses (3,094) (3,021) (2,887)
--------- --------- ---------
Total noninterest-earning assets 25,897 22,495 20,160
--------- --------- ---------
Total assets $ 373,906 $ 342,284 $ 336,972
========= ========= =========
LIABILITIES & SHAREHOLDERS' EQUITY
Interest-bearing liabilities
Demand deposits $ 57,456 530 0.92 $ 47,372 502 1.06 $ 43,846 843 1.92
Savings deposits 49,962 240 0.48 50,718 493 0.97 48,850 862 1.76
Time deposits 167,615 6,144 3.67 165,155 7,701 4.66 158,778 9,262 5.83
Fed funds purchased & TT&L 3,453 50 1.45 539 7 1.30 818 41 5.01
FHLB advances 23,369 802 3.43 11,231 528 4.70 19,160 958 5.00
Repurchase agreements 8,766 71 0.81 8,567 98 1.14 10,695 383 3.58
--------- -------- --------- -------- --------- --------
Total interest-bearing liabilities 310,621 7,837 2.52 283,582 9,329 3.29 282,147 12,349 4.38
-------- -------- --------
Noninterest-bearing liabilities
Demand deposits 29,543 26,093 23,186
Other liabilities 1,824 1,473 1,471
--------- --------- ---------
Total noninterest-bearing liabilities 31,367 27,566 24,657
--------- --------- ---------
Total liabilities 341,988 311,148 306,804
Total shareholders' equity 31,918 31,136 30,168
--------- --------- ---------
Total liabilities & shareholders'
equity $ 373,906 $ 342,284 $ 336,972
========= ========= =========
Net interest income $ 12,883 $ 12,767 $ 12,247
======== ======== =========
Net interest spread 3.43% 3.62% 3.38%
==== ==== ====
Net yield on interest-earning assets 3.70% 3.99% 3.87%
==== ==== ====
- - For purposes of this schedule, nonaccrual loans are included in loans.
- - Net interest income is reported on an historical basis without
tax-equivalent adjustment.
- - Fees collected on loans are included in interest on loans.
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:
24
- 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.
LIQUIDITY
2003 COMPARED TO 2002 2002 COMPARED TO 2001
INCREASE/(DECREASE) INCREASE/(DECREASE)
-------------------------------------- --------------------------------------
CHANGE CHANGE CHANGE CHANGE
TOTAL DUE TO DUE TO TOTAL DUE TO DUE TO
(IN THOUSANDS) CHANGE VOLUME RATE CHANGE VOLUME RATE
---------- ---------- ---------- ---------- ---------- ----------
Interest and dividend income
Loans $ (880) $ 667 $ (1,547) $ (1,803) $ (345) $ (1,458)
Taxable securities available for sale (607) 913 (1,520) (771) (268) (503)
Taxable securities held to maturity - - - (49) (49) -
Tax-exempt securities available for sale 170 204 (34) (36) 15 (51)
Tax-exempt securities held to maturity 88 204 (116) 135 139 (4)
Federal funds sold (138) (95) (43) 108 146 (38)
FHLB stock and other (9) 7 (16) (84) 14 (98)
---------- ---------- ---------- ---------- ---------- ----------
Total interest and dividend income (1,376) 1,900 (3,276) (2,500) (348) (2,152)
Interest expense
Demand deposits 28 98 (70) (341) 63 (404)
Savings deposits (253) (7) (246) (369) 26 (395)
Time deposits (1,557) 113 (1,670) (1,561) 365 (1,926)
Fed funds purchased 43 42 1 (34) (11) (23)
FHLB advances 274 447 (173) (430) (376) (54)
Repurchase agreements (27) 2 (29) (285) (64) (221)
---------- ---------- ---------- ---------- ---------- ----------
Total interest expense (1,492) 695 (2,187) (3,020) 3 (3,023)
---------- ---------- ---------- ---------- ---------- ----------
========== ========== ========== ========== ========== ==========
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.
The following table is a summary of selected quarterly results of
operations for the years ended December 31, 2003 and 2002.
1ST QUARTER 2ND QUARTER 3RD QUARTER 4TH QUARTER
----------- ----------- ----------- -----------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
2003
Interest and dividend income $ 5,215 $ 5,080 $ 5,121 $ 5,304
Interest expense 2,029 1,954 1,915 1,939
------------ ------------ ------------ ------------
Net interest income 3,186 3,126 3,206 3,365
Provision for loan losses 150 150 114 126
------------ ------------ ------------ ------------
Net interest income after
provision for loan losses 3,036 2,976 3,092 3,239
Noninterest income 744 680 651 536
Noninterest expense 2,714 2,568 2,676 2,458
------------ ------------ ------------ ------------
Income before income tax 1,066 1,088 1,067 1,317
Income tax expense 263 261 175 200
------------ ------------ ------------ ------------
Net income $ 803 $ 827 $ 892 $ 1,117
============ ============ ============ ============
Earnings per common share - Basic $ 0.23 $ 0.24 $ 0.25 $ 0.32
============ ============ ============ ============
Earnings per common share - Diluted $ 0.23 $ 0.24 $ 0.25 $ 0.31
============ ============ ============ ============
Dividends declared per share $ 0.118 $ 0.118 $ 0.118 $ 0.130
============ ============ ============ ============
2002
Interest and dividend income $ 5,633 $ 5,546 $ 5,382 $ 5,535
Interest expense 2,464 2,323 2,290 2,252
------------ ------------ ------------ ------------
Net interest income 3,169 3,223 3,092 3,283
Provision for loan losses 158 158 157 157
------------ ------------ ------------ ------------
Net interest income after
provision for loan losses 3,011 3,065 2,935 3,126
Noninterest income 446 442 471 700
Noninterest expense 2,535 2,410 2,458 2,586
------------ ------------ ------------ ------------
Income before income tax 922 1,097 948 1,240
Income tax expense 242 293 212 240
------------ ------------ ------------ ------------
Net income $ 680 $ 804 $ 736 $ 1,000
============ ============ ============ ============
Earnings per common share - Basic $ 0.19 $ 0.22 $ 0.20 $ 0.29
============ ============ ============ ============
Earnings per common share - Diluted $ 0.19 $ 0.22 $ 0.20 $ 0.29
============ ============ ============ ============
Dividends declared per share $ 0.112 $ 0.112 $ 0.113 $ 0.118
============ ============ ============ ============
25
CAPITAL RESOURCES
Internal capital growth, through the retention of earnings, is the primary
means of maintaining capital adequacy for the Banks. The Company's shareholders'
equity at year-end 2003 was $32,514,459 compared to $32,154,862 at year-end
2002, representing an increase of 1.1%. Equity totals include $248,591 in
accumulated comprehensive losses, which is comprised solely of a net unrealized
loss on securities available for sale, net of tax, at year-end 2003, compared to
a $963,990 gain at year-end 2002. Total shareholders' equity in relation to
total assets was 8.4% at December 31, 2003 and 8.9% at December 31, 2002.
The Company has established a Dividend Reinvestment Plan ("The Plan") for
shareholders under which the Company's common stock will be purchased by The
Plan for participants with automatically reinvested dividends. The Plan does not
represent a change in the 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.
In May 2001, the Company's shareholders approved an amendment to the
Company's Articles of Incorporation to create a class of preferred shares with
2,000,000 authorized shares. This will enable the Company, at the option of the
Board of Directors, to issue series of preferred shares in a manner calculated
to take advantage of financing techniques which may provide a lower effective
cost of capital to the Company. The amendment also provides greater flexibility
to the Board of Directors in structuring the terms of equity securities that may
be issued by the Company.
[BAR CHART]
DIVIDENDS PER SHARE
2003 $ 0.48
2002 $ 0.45
2001 $ 0.44
2000 $ 0.42
1999 $ 0.40
26
Liquidity relates primarily to the Company's ability to fund loan demand,
meet deposit customers' withdrawal requirements and provide for operating
expenses. Assets used to satisfy these needs consist of cash and due from banks,
federal funds sold and securities available-for sale. These assets are commonly
referred to as liquid assets. Liquid assets were $149 million at December 31,
2003 compared to $139 million at December 31, 2002. Management recognizes
securities may need to be sold in the future to help fund loan demand and,
accordingly, as of December 31, 2003, $140.8 million of the securities portfolio
was classified as available for sale. Additionally the Company's residential
real estate portfolio, can and has been readily, used to collateralize
borrowings as an additional source of liquidity. Management believes its current
liquidity level is sufficient to meet anticipated future growth.
The Cash Flows Statements for the periods presented provide an indication
of the Company's sources and uses of cash as well as an indication of the
ability of the Company to maintain an adequate level of liquidity. A discussion
of the cash flow statements for 2003, 2002 and 2001 follows. The Company
experienced a net increase in cash from operating activities in 2003, 2002 and
2001. Net cash from operating activities was a positive $4.2 million, $3.8
million and $3.6 million for the years ended December 31, 2003, 2002 and 2001,
respectively. The adjustments to reconcile net income to net cash from operating
activities consisted mainly of depreciation and amortization of premises and
equipment and intangibles, gain on sales of loans, securities and other assets,
the provision for loan losses, Federal Home Loan Bank stock dividends, net
amortization of securities and net changes in other assets and liabilities.
NET CASH FROM INVESTING ACTIVITIES was $(28.3 million), $(31.4 million) and
$(4.7 million) for the years ended December 31, 2003, 2002 and 2001,
respectively. The changes in net cash from investing activities include loan
growth, as well as normal maturities, security calls and reinvestments of
securities and premises and equipment expenditures. In 2003, 2002 and 2001, the
Company received $37.7 million, $47.9 million and $5.5 million, respectively,
from sales of securities available for sale. Proceeds from securities, which
matured or were called were $77.0 million, $83.9 million and $72.4 million in
2003, 2002 and 2001, respectively. As mentioned previously, the decrease in
interest rates dramatically impacted the Company's cash flows from investing
activities.
[BAR CHART]
EQUITY CAPITAL
(In Thousands)
2003 $ 32,514
2002 $ 32,155
2001 $ 30,474
2000 $ 28,679
1999 $ 25,298
[BAR CHART]
BOOK VALUE PER SHARE
2003 $ 9.31
2002 $ 9.12
2001 $ 8.45
2000 $ 7.77
1999 $ 6.75
NET CASH FROM FINANCING ACTIVITIES was $22.2 million, $14.5 million and
$13.8 million for the years ended December 31, 2003, 2002 and 2001,
respectively. The net cash from financing activities in 2003 was primarily
attributable to increases in short-term borrowings of $20.6 million. Also
contributing to the net increase in cash from financing activities was growth in
total deposits of $4.3 million, $16.8 million and $15.8 million in 2003, 2002
and 2001, respectively.
Management feels that it has the capital adequacy, profitability, and
reputation to meet the current and projected needs of its customers.
The following table sets forth the Company's contractual obligations at December
31, 2003:
Payment due by period
Contractual Obligations Total Less than 1 year 1-3 Years 3-5 Years More than 5 years
Long term debt obligations $ 30,974,611 $ 16,997,515 $ 3,325,845 $ 8,314,950 $ 2,336,301
Capital Lease Obligations - - - - -
Operating Lease Obligations $ 57,452 $ 18,000 $ 36,000 $ 3,452 -
Purchase Obligations - - - - -
Loan Commitments $ 23,701,349 $ 23,701,349 - - -
-------------------------------------------------------------------------------
Total $ 54,733,412 $ 40,716,864 $ 3,361,845 $ 8,318,402 $ 2,336,301
-------------------------------------------------------------------------------
27
INFLATION
The majority of assets and liabilities of the Company are monetary in
nature and therefore the Company differs greatly from most commercial and
industrial companies that have significant investments in fixed assets or
inventories. However, inflation does have an important impact on the growth of
total assets in the banking industry and the resulting need to increase equity
capital at higher than normal rates in order to maintain an appropriate equity
to assets ratio. Inflation significantly affects noninterest expense, which
tends to rise during periods of general inflation. Management believes the most
significant impact on financial results is the Company's ability to react to
changes in interest rates. Management seeks to maintain an essentially balanced
position between interest sensitive assets and liabilities and actively manages
the amount of securities available for sale in order to protect against the
effects of wide interest rate fluctuations on net income and shareholders'
equity.
ITEM 7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Refer to "Management's Discussion and Analysis of Financial Condition
and Results of Operations, "Asset/Liability Management and Sensitivity
to Market Risks" set forth in Part II, Item 7 of this report.
28
Report of Independent Certified Public Accountants
ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Board of Directors and Shareholders
United Bancorp, Inc.
Martins Ferry, Ohio
We have audited the accompanying consolidated statements of financial condition
of United Bancorp, Inc. as of December 31, 2003 and 2002, and the related
consolidated statements of earnings, comprehensive income, shareholders' equity
and cash flows for each of the years in the three year period ended December 31,
2003. These consolidated financial statements are the responsibility of the
Corporation's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. 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, 2003 and 2002, and the results of its operations,
comprehensive income and cash flows for each of the years in the three year
period ended December 31, 2003, in conformity with accounting principles
generally accepted in the United States of America.
/s/Grant Thornton LLP
- ---------------------
Grant Thornton LLP
Cincinnati, Ohio
January 9, 2004
29
Consolidated Statements of Financial Condition
2003 2002
------------- -------------
ASSETS
Cash and due from financial institutions........................................ $ 8,386,575 $ 8,248,554
Federal funds sold.............................................................. - 2,040,000
------------- -------------
Total cash and cash equivalents............................................ 8,386,575 10,288,554
Securities available for sale, at market........................................ 140,818,167 129,071,884
Securities held to maturity (Estimated fair value
of $16,344,353 at December 31, 2003 and $13,634,177 December 31, 2002)..... 15,594,408 12,925,517
Federal Home Loan Bank stock, at cost........................................... 3,954,300 3,797,600
Total loans..................................................................... 198,608,574 187,887,914
Allowance for loan losses....................................................... (2,843,484) (2,971,116)
------------- -------------
Loans, net.................................................................. 195,765,090 184,916,798
Premises and equipment.......................................................... 8,152,480 8,932,684
Accrued interest receivable..................................................... 2,373,573 2,602,091
Other real estate and repossessions............................................. 940,015 698,065
Core deposit and other intangible assets........................................ 57,452 75,452
Bank owned life insurance....................................................... 7,185,507 6,860,601
Other assets.................................................................... 2,295,402 1,541,823
------------- -------------
Total assets............................................................... $ 385,522,969 $ 361,711,069
============= =============
LIABILITIES
Demand deposits
Noninterest-bearing........................................................ $ 30,049,919 $ 26,843,394
Interest-bearing........................................................... 61,137,605 48,341,237
Savings deposits................................................................ 48,274,042 50,382,277
Time deposits - under $100,000.................................................. 128,443,059 131,794,499
Time deposits - $100,000 and over............................................... 36,621,372 42,840,126
------------- -------------
Total deposits............................................................. 304,525,997 300,201,533
Federal funds purchased......................................................... 9,714,000 2,055,000
Advances from the Federal Home Loan Bank........................................ 30,974,611 16,337,365
Securities sold under agreements to repurchase.................................. 5,485,399 7,009,799
Other borrowed funds............................................................ 159,398 1,010,064
Accrued expenses and other liabilities.......................................... 2,149,105 2,942,446
------------- -------------
Total liabilities.......................................................... 353,008,510 329,556,207
SHAREHOLDERS' EQUITY
Preferred stock, without par value: 2,000,000 shares authorized and unissued
Common stock - $1 par value: 10,000,000 shares authorized;
2003 - 3,752,105 and 2002 - 3,411,307 shares issued............................. 3,752,105 3,411,307
Additional paid-in capital...................................................... 25,712,990 25,651,879
Retained earnings............................................................... 6,047,652 4,472,544
Stock held by deferred compensation plan, 50,750 shares
at cost in 2003 and 42,828 in 2002......................................... (633,842) (572,731)
Treasury stock, 207,091 shares at cost in 2003 and 163,065 in 2002.............. (2,115,855) (1,772,127)
Accumulated comprehensive income (loss), unrealized gains (losses) on
securities designated available for sale, net of tax....................... (248,591) 963,990
------------- -------------
Total shareholders' equity................................................. 32,514,459 32,154,862
------------- -------------
Total liabilities and shareholders' equity................................. $ 385,522,969 $ 361,711,069
============= =============
The Accompanying Notes are an Integral Part of These Statements
30
Consolidated Statements of Earnings
YEAR ENDED DECEMBER 31,
---------------------------------------
2003 2002 2001
----------- ----------- -----------
Interest and dividend income
Loans, including fees................................. $13,887,357 $14,766,443 $16,569,452
Taxable securities.................................... 5,166,469 5,773,081 6,593,114
Non-taxable securities................................ 1,445,396 1,188,098 1,088,942
Federal funds sold.................................... 58,129 195,809 87,776
Dividends on Federal Home Loan Bank stock and other... 163,113 172,251 256,485
----------- ----------- -----------
Total interest and dividend income.................. 20,720,464 22,095,682 24,595,769
Interest expense
Deposits
Demand.............................................. 529,555 501,714 842,893
Savings............................................. 239,577 493,215 861,609
Time................................................ 6,144,173 7,700,908 9,262,299
Borrowings............................................ 924,158 633,030 1,381,747
----------- ----------- -----------
Total interest expense.............................. 7,837,463 9,328,867 12,348,548
----------- ----------- -----------
Net interest income...................................... 12,883,001 12,766,815 12,247,221
Provision for loan losses................................ 540,000 630,000 780,000
----------- ----------- -----------
Net interest income after provision for loan losses...... 12,343,001 12,136,815 11,467,221
Noninterest income
Service charges on deposit accounts................... 1,122,202 946,706 904,571
Gain on sales/calls of securities designated as
available for sale.................................. 344,366 320,485 39,358
Gain on sales of loans................................ 286,832 179,683 135,124
Other income.......................................... 858,166 612,299 526,993
----------- ----------- -----------
Total noninterest income............................ 2,611,566 2,059,173 1,606,046
Noninterest expense
Salaries and employee benefits........................ 5,242,154 5,165,633 4,593,016
Occupancy and equipment............................... 1,526,042 1,453,346 1,465,804
Professional services................................. 366,512 314,814 374,965
Insurance............................................. 211,364 188,328 187,848
Franchise and other taxes............................. 412,562 353,759 320,622
Advertising........................................... 315,579 310,458 278,731
Stationery and office supplies........................ 284,666 289,080 242,080
Amortization of intangibles........................... 18,000 24,488 27,569
Other expenses........................................ 2,039,068 1,889,266 1,892,349
----------- ----------- -----------
Total noninterest expense........................... 10,415,947 9,989,172 9,382,984
----------- ----------- -----------
Earnings before income taxes............................. 4,538,620 4,206,816 3,690,283
Income tax expense.................................... 899,229 986,653 934,696
----------- ----------- -----------
Net earnings............................................. $ 3,639,391 $ 3,220,163 $ 2,755,587
=========== =========== ===========
Earnings per common share - Basic........................ $ 1.04 $ 0.90 $ 0.76
=========== =========== ===========
Earnings per common share - Diluted...................... $ 1.03 $ 0.90 $ 0.76
=========== =========== ===========
The Accompanying Notes are an Integral Part of These Statements
31
Consolidated Statements of Comprehensive Income
YEAR ENDED DECEMBER 31,
-----------------------------------------
2003 2002 2001
----------- ----------- -----------
Net earnings.................................................. $ 3,639,391 $ 3,220,163 $ 2,755,587
Other comprehensive income (loss), net of tax:
Unrealized holdings gains (losses) on securities during
the period, net of taxes (benefits) of $ (507,578),
$634,707 and $639,878 in 2003, 2002 and 2001,
respectively............................................. (985,299) 1,232,079 1,242,116
Reclassification adjustment for realized gains
included in earnings, net of tax of $117,084, $108,965
and $13,382 in 2003, 2002 and 2001, respectively......... (227,282) (211,520) (25,976)
----------- ----------- -----------
Comprehensive income.......................................... $ 2,426,810 $ 4,240,722 $ 3,971,727
=========== =========== ===========
Accumulated comprehensive income (loss)....................... $ (248,591) $ 963,990 $ (56,569)
=========== =========== ===========
The Accompanying Notes are an Integral Part of These Statements
32
Consolidated Statements of Shareholders' Equity
Accumulated
Additional Treasury Comprehensive Total
Common Paid-In Stock & Retained Income Shareholders'
Stock Capital Deferred Plan Earnings (loss) Equity
----------- ------------ ------------- ----------- ------------- -------------
BALANCE AT JANUARY 1, 2001 $ 3,094,882 $ 21,699,632 $ (695,002) $ 5,852,284 $ (1,272,709) $ 28,679,087
Net Income .......................... 2,755,587 $ 2,755,587
5% Stock dividend ................... 154,345 1,813,578 (1,967,923)
Cash paid in lieu of fractional
shares on 5% stock dividend ...... (5,188) (5,188)
Cash dividends - $0.44 per share .... (1,590,220) (1,590,220)
Shares purchased for deferred
compensation plan ................ 106,400 (106,400)
Purchases of treasury stock
shares at cost ................... (581,211) (581,211)
Unrealized gain on securities
designated as available for
sale, net of tax ................. 1,216,140 1,216,140
----------- ------------ ------------ ----------- ------------ ------------
BALANCE AT DECEMBER 31, 2001 ........ 3,249,227 23,619,610 (1,382,613) 5,044,540 (56,569) 30,474,195
Net Income .......................... 3,220,163 3,220,163
5% Stock dividend ................... 162,080 1,977,376 (2,139,456)
Cash paid in lieu of fractional
shares on 5% stock dividend ..... (5,033) (5,033)
Cash dividends - $0.45 per share .... (1,647,670) (1,647,670)
Shares purchased for deferred
compensation plan ................ 104,733 (104,733)
Shares distributed from deferred
compensation plan ................ (49,840) 49,840
Purchases of treasury stock -
shares at cost ................... (907,352) (907,352)
Unrealized gain on securities
designated as available for sale,
net of tax ....................... 1,020,559 1,020,559
----------- ------------ ------------ ----------- ------------ ------------
BALANCE AT DECEMBER 31, 2002 ........ 3,411,307 25,651,879 (2,344,858) 4,472,544 963,990 32,154,862
Net Income .......................... 3,639,391 3,639,391
10% split in the form of a dividend . 340,798 (340,798)
Cash paid in lieu of fractional
shares on 10% stock dividend ..... (5,647) (5,647)
Cash dividends - $0.48 per share .... (1,717,838) (1,717,838)
Shares purchased for deferred
compensation plan ................ 114,877 (114,877)
Shares distributed from deferred
compensation plan ................ (53,766) 53,766
Purchases of treasury stock - shares
at cost .......................... (343,728) (343,728)
Unrealized losses on securities
designated as available for sale,
net of tax ....................... (1,212,581) (1,212,581)
----------- ------------ ------------ ----------- ------------ ------------
BALANCE AT DECEMBER 31, 2003 ........ $ 3,752,105 $ 25,712,990 $ (2,749,697) $ 6,047,652 $ (248,591) $ 32,514,459
=========== ============ ============ =========== ============ ============
The Accompanying Notes are an Integral Part of These Statements
33
Consolidated Statements of Cash Flow
YEAR ENDED DECEMBER 31,
-----------------------------------------------
2003 2002 2001
------------- ------------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income ........................................................ $ 3,639,391 $ 3,220,163 $ 2,755,587
Depreciation and amortization ................................... 925,889 878,121 901,145
Provision for loan losses ....................................... 540,000 630,000 780,000
Deferred taxes .................................................. 150,811 81,794 (84,270)
Federal Home Loan Bank stock dividend ........................... (156,700) (177,200) (247,400)
Net realized gains on sales or calls of securities .............. (344,366) (320,485) (39,358)
(Accretion)/amortization of securities, net ..................... 803,479 32,534 (57,020)
Net realized gain on sale of loans .............................. (177,813) (78,272) (33,353)
Increase in value of company owned life insurance ............... (324,906) (153,919) -
Amortization of mortgage servicing rights ....................... 120,413 84,870 63,704
Net realized gains on sale of real estate owned ................. (12,460) (6,693) (44,794)
Net change in accrued interest receivable & other assets ........ (611,608) (655,102) (79,574)
Net change in accrued expenses and other liabilities ............ (353,355) 262,092 (304,175)
------------- ------------- -------------
Net cash flows from operating activities ........................ 4,198,775 3,797,903 3,610,492
CASH FLOWS FROM INVESTING ACTIVITIES
Securities available for sale
Sales ........................................................... 37,734,325 47,896,297 5,480,956
Maturities, prepayments and calls ............................... 77,011,368 83,878,546 72,402,575
Purchases ....................................................... (128,818,611) (147,615,438) (95,326,510)
Securities held to maturity
Maturities, prepayments and calls ............................... 427,000 2,600,000
Purchases ....................................................... (3,065,613) (2,521,253) (2,152,763)
Net change in loans ............................................... (11,605,494) (5,316,795) 12,355,220
Net improvements in real estate owned ............................. - (290,570)
Proceeds from sale of real estate owned ........................... 165,525 27,893 403,282
Purchase of bank owned life insurance ............................. - (6,706,682)
Purchases of premises and equipment ............................... (127,685) (702,426) (441,456)
------------- ------------- -------------
Net cash flows from investing activities ........................ (28,279,185) (31,350,428) (4,678,696)
CASH FLOWS FROM FINANCING ACTIVITIES
Net change in deposits ............................................ 4,324,464 16,825,610 15,823,048
Net change in short-term borrowings ............................... 20,566,934 (8,962,431) (1,945,836)
Proceeds from long-term debt ...................................... 1,003,400 10,162,062 2,852,590
Principal payments on long-term debt .............................. (1,649,154) (1,013,863) (789,341)
Cash dividends paid ............................................... (1,717,838) (1,647,670) (1,590,220)
Cash paid in lieu of fractional shares in stock dividend .......... (5,647) (5,033) (5,188)
Treasury stock purchases .......................................... (343,728) (907,352) (581,211)
------------- ------------- -------------
Net cash flows from financing activities ........................ 22,178,431 14,451,323 13,763,842
------------- ------------- -------------
Net change in cash and cash equivalents .............................. (1,901,979) (13,101,202) 12,695,638
Cash and cash equivalents at beginning of year ....................... 10,288,554 23,389,756 10,694,118
------------- ------------- -------------
CASH AND CASH EQUIVALENTS AT END OF YEAR ............................. $ 8,386,575 $ 10,288,554 $ 23,389,756
============= ============= =============
Supplemental disclosure of cash flow information:
Interest paid ........................................................ $ 7,865,319 $ 9,428,364 $ 12,545,238
Federal income taxes paid ............................................ $ 802,000 $ 979,474 $ 930,469
Supplemental disclosure of non-cash investing activities:
Non-cash transfer from loans to other real estate & repossessions..... $ 395,015 $ 308,807 $ 144,688
Recognition of mortgage servicing rights ............................. $ 109,019 $ 101,411 $ 101,771
Unrealized gains/(losses) on securities designated as available
for sale, net of tax .............................................. $ (1,212,581) $ 1,020,559 $ (1,216,140)
The Accompanying Notes are an Integral Part of These Statements
34
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION:
The consolidated financial statements include the accounts of United
Bancorp, Inc. ("UNITED" or "the Company") and its wholly-owned subsidiaries, The
Citizens Savings Bank of Martins Ferry, Ohio ("CITIZENS") and The Community
Bank, Lancaster, Ohio ("COMMUNITY"), (collectively hereinafter "the Banks"). All
intercompany transactions and balances have been eliminated in consolidation.
NATURE OF OPERATIONS/SEGMENTS:
The Company's revenues, operating income, and assets are almost
exclusively derived from banking. Accordingly, all of the Company's banking
operations are considered by management to be aggregated in one reportable
operating segment. Customers are mainly located in Athens, Belmont, Carroll,
Fairfield, Harrison, Hocking, and Tuscarawas Counties and the surrounding
localities in northeastern, eastern and southeastern Ohio, and include a wide
range of individuals, business and other organizations. CITIZENS conducts its
business through its main office in Martins Ferry, Ohio and nine branches in
Bridgeport, Colerain, Dellroy, Dover, Jewett, New Philadelphia, St. Clairsville,
Sherrodsville, and Strasburg Ohio. COMMUNITY conducts its business through its
seven offices in Amesville, Glouster, Lancaster, and Nelsonville, Ohio. The
Company's primary deposit products are checking, savings, and term certificate
accounts, and its primary lending products are residential mortgage, commercial,
and installment loans. Substantially all loans are secured by specific items of
collateral including business assets, consumer assets and real estate.
Commercial loans are expected to be repaid from cash flow from operations of
businesses. Real estate loans are secured by both residential and commercial
real estate. Net interest income is affected by the relative amount of
interest-earning assets and interest-bearing liabilities and the interest
received or paid on these balances. The level of interest rates paid or received
by the Company can be significantly influenced by a number of environmental
factors, such as governmental monetary policy, that are outside of management's
control.
USE OF ESTIMATES:
The financial information presented herein has been prepared in
accordance with accounting principles generally accepted in the United States of
America ("U.S. GAAP") and general accounting practices within the financial
services industry. In preparing consolidated financial statements in accordance
with U.S. GAAP, management is required to make certain estimates and assumptions
that affect the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the consolidated financial
statements and revenue and expenses during the reporting period. Actual results
could differ from such estimates.
CASH FLOW REPORTING:
Cash and cash equivalents include 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 with original maturities of 90 days or less.
SECURITIES:
The Company accounts for investment and mortgage-backed securities in
accordance with Statement of Financial Accounting Standards ("SFAS") No. 115,
"Accounting for Certain Investments in Debt and Equity Securities." SFAS No. 115
requires that investments be categorized as held-to-maturity, trading or
available for sale. Investments and mortgage-backed 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 available for sale are
carried at fair value, with unrealized holding gains and losses reported in
other comprehensive income, net of tax. Other securities such as Federal Home
Loan Bank stock are carried at cost. Interest income includes amortization of
purchase premiums and discounts. Realized gains and losses on sales and calls
are based on the amortized cost of the security sold using the specific
identification method. Securities are written down to fair value when a decline
in fair value is deemed other than temporary.
LOANS:
Loans that management has the intent and ability to hold for the
foreseeable future or until maturity or payoff, are reported at the principal
balance outstanding, net of deferred loan fees and costs, and the allowance for
loan losses. Loans held for sale are reported at the lower of cost or market,
determined in the aggregate. Interest income is reported on the interest method
and includes amortization of net deferred loan fees and costs over the loan
term. Interest income on mortgage and commercial loans is discontinued at the
time the loan is 90 days delinquent unless the credit is well secured and in
process of collection. Consumer loans are typically charged-off no later than
120 days past due. In all cases, loans are placed on nonaccrual or charged-off
at an earlier date if collection of principal or interest is considered
doubtful. All interest accrued but not received for loans placed on nonaccrual
are reversed against interest income. Interest received on such loans is
accounted for on a cash-basis or cost-recovery method, until qualifying for
return to accrual. Loans are returned to accrual status when all the principal
and interest amounts contractually due are brought current and future payments
are reasonably assured.
35
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
LOAN SERVICING RIGHTS:
Loan servicing rights are recognized as assets for purchased rights and
for the allocated value of retained servicing rights on loans sold. Servicing
rights are expensed in proportion to, and over the period of, estimated net
servicing revenues. Impairment is evaluated based on the fair value of the
rights, using groupings of underlying loans with similar characteristics. Any
impairment of a grouping is reported as a valuation allowance. At December 31,
2003 and 2002, the fair value and carrying value of the Company's mortgage
servicing rights totaled approximately $156,870 and $168,264, respectively.
ALLOWANCE FOR LOAN LOSSES:
The allowance for loan losses is a valuation allowance for probable
incurred credit losses, increased by the provision for loan losses and decreased
by charge-offs less recoveries. Management estimates the allowance balance
required based on past loan loss experience, the nature and volume of the
portfolio, information about specific borrower situations and estimated
collateral values, economic conditions and other factors. Allocations of the
allowance may be made for specific loans, but the entire allowance is available
for any loan that, in management's judgment, should be charged-off. Loan losses
are charged against the allowance when management believes the uncollectibility
of a loan balance is confirmed. The Company accounts for impaired loans in
accordance with SFAS No. 114, "Accounting for Creditors for Impairment of a
Loan." SFAS 114 requires that impairment loans be measured based upon the
present value of expected future cash flows discounted at the loan's effective
interest rate or, as an alternative, at the loan's observable market price or
fair value of the collateral. A loan is defined under SFAS No. 114 as impaired
when, based on current information and events, it is probable that a creditor
will be unable to collect all amounts due according to the contractual terms of
the loan agreement. In applying the provisions of SFAS No. 114, the Company
considers its investment in one-to-four family residential loans and consumer
installment loans to be homogenous and therefore excluded from separate
identification for evaluation of impairment. With respect to the Company's
investment in nonresidential and multi-family residential real estate loans, and
its evaluation of impairment thereof, such loans are generally collateral
dependent and, as a result, are carried as a practical expedient at the lower of
cost or fair market value.
Collateral dependent loans which are more than ninety days delinquent
are considered to constitute more than a minimum delay in repayment and are
evaluated for impairment under SFAS No. 114 at that time.
At December 31, 2003 and 2002, the amount of the Company's impaired
loans was not material to the consolidated financial statements.
PREMISES AND EQUIPMENT:
Land is carried at cost. Premises and equipment are stated at cost less
accumulated depreciation. Maintenance, repairs and minor improvements are
expensed as incurred. Buildings and related components are depreciated using the
straight-line method with useful lives ranging from 5 to 39 years. Furniture,
fixtures and equipment are depreciated using the straight-line method with
useful lives ranging from 3 to 5 years. An accelerated depreciation method is
used for tax purposes. These assets are reviewed for impairment when events
indicate the carrying amount may not be recoverable.
OTHER REAL ESTATE AND POSSESSIONS:
Assets acquired through or instead of loan foreclosure are initially
recorded at the lower of the loan's unpaid principal balance (cost) or fair
value when acquired. After acquisition, a valuation allowance reduces the
reported amount to the lower of the initial cost or fair value less costs to
sell. Expenses, gains and losses on disposition and changes in the valuation
allowance are reported in other expenses as incurred.
BANK OWNED LIFE INSURANCE:
The Company has purchased life insurance policies on certain key
executives. Company owned life insurance is recorded at its cash surrender
value, or the amount that can be realized.
INTANGIBLE ASSETS:
Intangible assets consist of core deposits arising from branch
acquisitions. Such assets were initially recorded at fair value and are being
amortized over an eight-year life.
SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE:
Substantially all repurchase agreement liabilities represent amounts
advanced by various customers. Securities are pledged to cover these
liabilities, which are not covered by federal deposit insurance.
36
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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. 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 debt
instruments. Pension expense is the net of service and interest cost, return on
plan assets, and amortization of gains and losses not immediately recognized.
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 $12,000 in 2003 and employees who have attained
the age of 50 years or older may contribute an additional $2,000 in 2003. 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 3 years of service.
EARNINGS PER SHARE:
Basic earnings per common share is computed based upon the
weighted-average number of common shares outstanding during the period. Diluted
earnings per common share include the dilutive effect of additional potential
common shares issuable under the Company's stock option plans. The computation
are as follows:
2003 2002 2001
---- ---- ----
BASIC
Net income $3,639,391 $3,220,163 $2,755,587
========== ========== ==========
Weighted average common shares outstanding 3,508,700 3,572,315 3,630,106
========== ========== ==========
Basic earnings per common share $ 1.04 $ 0.90 $ 0.76
========== ========== ==========
DILUTED
Net income $3,639,391 $3,220,163 $2,755,587
========== ========== ==========
Weighted average common shares outstanding for
basic earnings per common share 3,508,700 3,572,315 3,630,106
Add: Dilutive effects of assumed exercise of stock
options 15,037 10,623 5,020
---------- ---------- ----------
Average shares and dilutive potential common shares 3,523,737 3,582,938 3,635,126
========== ========== ==========
Diluted earnings per common share $ 1.03 $ 0.90 $ 0.76
========== ========== ==========
Options to purchase 23,164 shares of common stock with a respective
weighted-average exercise price of $14.99 were outstanding at December 31, 2003,
2002 and 2001, respectively, but were excluded from the computation of common
share equivalents for those respective years because the exercise prices were
greater than the average market prices of common shares. Weighted average common
shares outstanding have been restated to give effect to share distributions made
in each of the three years ended December 31, 2003, 2002 and 2001.
37
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
STOCK OPTIONS
The Company maintains a nonqualified stock option plan for directors
and officers. The exercise price for options granted under this plan is no less
than 100% of the fair market value of the shares on the date of grant adjusted
for stock dividends and stock splits.
The Company accounts for its stock option plan in accordance with SFAS
No. 123, "Accounting for Stock-Based Compensation," which contains a fair
value-based method for valuing stock-based compensation that entities may use,
which measures compensation cost at the grant date based on the fair value of
the award. Compensation is then recognized over the service period, which is
usually the vesting period. Alternatively, SFAS No. 123 permits companies to
continue to account for stock options and similar equity investments under
Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued
to Employees." Entities that continue to account for stock options using APB No.
25 are required to make pro forma disclosures of net earnings and earnings per
share as is the fair value-based method of accounting defined is SFAS No. 123
had been applied.
The Company applies APB Opinion No. 25 and related Interpretations in
accounting for it stock option plan. Accordingly, no compensation cost has been
recognized for the plans. Had compensation cost for the Company's stock option
plan been determined based on the fair value at the grant dates for awards under
the plan consistent with the accounting method utilized in SFAS No. 123, the
Company's net earnings and earnings per share would have been reported at the
pro-forma amounts indicated in the table below.
2003 2002 2001
---- ---- ----
Net income as reported $3,639,391 $3,220,163 $ 2,755,587
Pro forma net income 3,607,352 3,191,526 2,722,991
Earnings per share as reported - Basic $ 1.04 $ 0.90 $ 0.76
Earnings per share as reported - Diluted 1.03 0.90 0.76
Pro forma earnings per share - Basic 1.03 0.89 0.75
Pro forma earnings per share - Diluted 1.02 0.89 0.75
All share and per share prices have been restated to reflect stock
dividends distributed or declared prior to issuance of the financial statements.
The fair value of each option grant has been estimated on the date of grant
using the Black-Scholes options pricing model. No stock options were granted in
2003, 2002 or 2001. The options are first exercisable after November 21, 2004.
Based on meeting portions of the established criteria, 16,766 became exercisable
at December 31, 1998. All options become immediately exercisable upon
retirement, death, and 9 1/2 years after issuance or in the event of a change in
control of the Company.
A summary of the status of the Company's stock option plan as of
December 31, 2003, 2002 and 2001 and changes for the years then ended is
presented below:
2003 2002 2001
-----------------------------------------------------
WEIGHTED- WEIGHTED- WEIGHTED-
AVERAGE AVERAGE AVERAGE
EXERCISE EXERCISE EXERCISE
SHARES PRICE SHARES PRICE SHARES PRICE
------ ----- ------ ----- ------ -----
Outstanding at beginning of year 92,750 $10.35 94,941 $10.32 $94,941 $10.32
Granted - - -
Exercised - - -
Forfeited - (2,191) 8.80 -
------ ------ ------
Outstanding at end of year 92,750 $10.35 92,750 $10.35 94,941 $10.32
====== ====== ======
Options exercisable at year-end 6,556 $10.63 6,556 $10.63 6,556 $10.63
38
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
STOCK OPTIONS (CONTINUED)
The following table summarizes information about stock options
outstanding at December 31, 2003:
NUMBER NUMBER REMAINING
EXERCISE OUTSTANDING DATE OF EXERCISABLE CONTRACTUAL
PRICE AT 12/31/03 EXPIRATION AT 12/31/03 LIFE
----- ----------- ---------- ----------- ----
$ 8.80 67,594 11/21/2004 3,313 0.92 year
9.24 1,992 11/21/2004 0.92 year
14.15 14,039 10/26/2007 1,966 3.83 years
15.67 7,019 12/1/2006 982 2.92 years
18.35 2,106 7/7/2007 295 3.58 years
------ -----
92,750 6,556
====== =====
INCOME TAXES:
The Company accounts for federal income taxes pursuant to SFAS 109,
"Accounting for Income Taxes." In accordance with SFAS No. 109, a deferred tax
liability or deferred tax asset is computed by applying the current statutory
tax rates to net taxable or deductible temporary differences between the tax
basis of an asset or liability and its reported amount in the consolidated
financial statements that will result in net taxable or deductible amounts in
future periods. Deferred tax assets are recorded only to the extent that the
amount of net deductible temporary differences or carryforward attributes may be
utilized against current period earnings, carried back against prior years'
earnings, offset against taxable temporary differences reversing in future
periods, or utilized to the extent of management's estimate of future taxable
income. A valuation allowance is provided for deferred tax assets to the extent
that the value of net deductible temporary differences and carryforward
attributes exceeds management's estimates of taxes payable on future taxable
income. Deferred tax liabilities are provided on the total amount of net
temporary differences taxable in the future.
Deferred income taxes results primarily from different methods of
accounting for deferred loan origination fees and costs, Federal Home Loan Bank
stock dividends, mortgage servicing rights, the loan loss allowance,
amortization of intangibles, deferred compensation and pension expense.
Additionally, a temporary difference is recognized for depreciation computed
using accelerated methods for federal income tax purposes.
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 approximate fair
value for cash and cash equivalents, deposit liabilities subject to immediate
withdrawal, short-term borrowings, loan servicing rights, FHLB stock, accrued
interest receivable and payable and variable-rate loans that reprice at
intervals of less than six months. Fair values of securities 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 is based on the current
fees or cost that would be charged to enter into or terminate such arrangements.
39
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)
The estimated year-end fair values of financial instruments were:
2003 2002
---------------------- ----------------------
(Dollars in thousands) CARRYING FAIR CARRYING FAIR
AMOUNT VALUE AMOUNT VALUE
------ ----- ------ -----
Financial assets:
Cash and cash equivalents $ 8,387 $ 8,387 $ 10,289 $ 10,289
Securities available for sale 140,818 140,818 129,072 129,072
Securities held to maturity 15,594 16,344 12,926 13,634
FHLB stock 3,954 3,954 3,798 3,798
Loans receivable, net 195,765 196,305 184,917 185,883
Loan servicing rights 157 157 168 168
Accrued interest receivable 2,374 2,374 2,602 2,602
Financial liabilities:
Demand and savings deposits $(139,462) $(139,462) $(125,567) $(125,567)
Time deposits (165,064) (172,948) (174,635) (189,042)
Fed funds purchased (9,714) (9,714) (2,055) (2,055)
Advances from the Federal Home Loan Bank (30,975) (30,522) (16,337) (19,303)
Securities sold under agreements to repurchase (5,485) (5,485) (7,010) (7,010)
Other borrowed funds (159) (159) (1,010) (1,010)
Accrued interest payable (542) (542) (570) (570)
ADVERTISING
Advertising costs are expensed as incurred.
EQUITY:
The Company has authorized 10,000,000 shares of $1.00 value common
stock and 2,000,000 shares of preferred stock. Treasury stock is carried at
cost. On November 18, 2003, a 10% stock split in the form of a dividend was
approved for all shareholders of record on December 2, 2003 and distributed on
December 19, 2003. On November 19, 2002, a 5% stock dividend was approved for
all shareholders of record on December 2, 2002 and distributed on December 20,
2002. On November 20, 2001, a 5% stock dividend was approved for all
shareholders of record on December 1, 2001 and distributed on December 20, 2001.
All per share data has been retroactively adjusted for the stock dividends
distributed in 2003, 2002 and 2001.
DIVIDEND RESTRICTION:
Banking regulations require maintaining certain capital levels and may
limit the dividends paid by the Banks to the Company or by the Company to
shareholders. These regulations pose no practical limit on the ability of the
Banks or Company to pay dividends at historical levels.
LOSS CONTINGENCIES:
Loss contingencies, including claims and legal actions arising in the
ordinary course of business, are recorded as liabilities when the likelihood of
loss is probable and an amount or range of loss can be reasonably estimated.
Management does not believe there are any loss contingencies, the resolution of
which will have an adverse effect on the financial statements.
RESTRICTIONS ON CASH:
Cash on hand or on deposit with the Federal Reserve Bank of $1,679,000
and $1,726,000 was required to meet the regulatory reserve and clearing
requirements at December 31, 2003 and 2002. These balances do not earn interest.
40
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
RECLASSIFICATIONS:
Certain prior year amounts have been reclassified to conform to the
current presentation.
RECENT ACCOUNTING PRONOUNCEMENTS:
In November 2002, the ("FASB") issued FASB Interpretation No. 45, (FIN
No. 45) "Guarantor's Accounting and Disclosure Requirements for Guarantees,
including Indirect Guarantees of Indebtedness of Others." FIN No. 45 requires a
guarantor entity, at the inception of a guarantee covered by the measurement
provisions of the interpretation, to record a liability for the fair value of
the obligation undertaken in issuing guarantee. The Company has financial
letters of credit. Financial letters of credit require the Company to make
payment if the customer's financial condition deteriorates, as defined in the
agreements. FIN No. 45 requires the Company to record an initial liability
generally equal to the fees received for these letters of credit, when
guaranteeing obligations unless it became probable that the Company would have
to perform under the guarantee. FIN No. 45 applies prospectively to letters of
credit the Company issues or modifies subsequent to December 31, 2002. The
Company adopted FIN No. 45 on January 1, 2003, without material effect on its
consolidated financial statements.
The Company defines the initial fair value of these letters of credit
as the fee received from the customer. The maximum potential undiscounted amount
of future payments of these letters of credit, as of December 31, 2003 are
$640,200, of which all on a demand basis and of which all are reviewed and
renewed on an annual basis. Amounts due under these letters of credit would be
reduced by any proceeds that the Company would be able to obtain in liquidating
the collateral for the loans, which varies depending on the customer.
In January 2003, the FASB issued FASB Interpretation No. 46 ("FIN 46"),
"Consolidation of Variable Interest Entities." FIN 46 requires a variable
interest entity to be consolidated by a company if that company is subject to a
majority of the risk of loss from the variable interest entity's activities or
entitled to receive a majority of the entity's residual returns, or both. FIN 46
also requires disclosures about variable interest entities that a company is not
required to consolidate, but in which it has a significant variable interest.
The consolidation requirements of FIN 46 apply immediately to variable interest
entities created after January 31, 2003. The consolidation requirements apply to
existing entities in the first fiscal year or interim period beginning after
June 15, 2003. Certain of the disclosure requirements apply in all financial
statements issued after January 31, 2003, regardless of when the variable
interest entity was established. The Company has evaluated the impact of FIN 46
and has determined that the interpretation has no material effect on its
financial statements.
In April 2003 the FASB issued SFAS No. 149, "Amendment of Statement 133
on Derivative Instruments and Hedging Activities" which clarifies certain
implementation issues raised by constituents and amends SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities," to include the
conclusions reached by the FASB on certain FASB Staff Implementation Issues
that, while inconsistent with Statement 133's conclusions, were considered by
the Board to be preferable; amends SFAS No. 133's discussion of financial
guarantee contracts and the application of the shortcut method to an
interest-rate swap agreement that includes an embedded option and amends other
pronouncements. The guidance in Statement 149 is effective for new contracts
entered into or modified after June 30, 2003 and for hedging relationships
designated after that date. Management adopted SFAS No. 149 effective July 1,
2003, as required, without a material effect on the Company's financial position
or results of operations.
In May 2003, the FASB issued Statement of Financial Accounting
Standards ("SFAS") No. 150, "Accounting for Certain Financial Instruments with
Characteristics of both Liabilities and Equity." SFAS No. 150 changes the
classification in the statement of financial position of certain common
financial instruments from either equity or mezzanine presentation to
liabilities and requires an issuer of those financial statements to recognize
changes in fair value or redemption amount, as applicable, in earnings. SFAS No.
150 requires the issuer to classify the following financial instruments as
liabilities: mandatory redeemable preferred and common stocks; forward purchase
contracts that obligate the issuer to repurchases shares of its stock by
transferring assets; freestanding put options that may obligate the issuer to
repurchase shares of its stock by transferring assets; freestanding financial
instruments that require or permit the issuer to settle an obligation by issuing
a variable number of its shares if, at inception, the monetary value of the
obligation is based solely or predominately on any of the following: a fixed
monetary amount known at inception; variations in something other than the
issuer's shares; or variations inversely related to changes in the value of the
issuer's shares. SFAS No. 150 is effective for financial instruments entered
into or modified after May 31, 2003, and, with one exception, is effective at
the beginning of the first interim period beginning after June 15, 2003. The
Company has evaluated SFAS No. 150 and has determined that the Statement will
have no adverse material effect on the Company's financial position or results
of operations.
41
NOTE 2 - SECURITIES
The amortized cost, gross unrealized gains, gross unrealized losses and
estimated fair values of securities available for sale at December 31 are
summarized as follows:
AMORTIZED GROSS GROSS ESTIMATED
COST UNREALIZED GAINS UNREALIZED LOSSES FAIR VALUE
---- ---------------- ----------------- ----------
2003
U.S. Govt. and agency obligations $ 81,675,557 $ 249,762 $ (626,828) $ 81,298,491
State and municipal obligations 20,486,465 342,815 (186,456) 20,642,824
Mortgage-backed securities 36,021,522 73,958 (223,858) 35,871,622
Collateralized mortgage obligations 3,007,277 10,700 (36,345) 2,981,632
------------ ------------ -------------- ------------
Total debt securities 141,190,821 677,235 (1,073,487) 140,794,569
------------ ------------ -------------- ------------
Equity securities 4,000 19,598 23,598
------------ ------------ -------------- ------------
$141,194,821 $ 696,833 $ (1,073,487) $140,818,167
============ ============ ============== ============
2002
U.S. Govt. and agency obligations $ 92,094,241 $ 1,186,116 $ (17,179) $ 93,263,178
State and municipal obligations 20,461,559 310,894 (58,552) 20,713,901
Mortgage-backed securities 14,055,656 50,763 (31,647) 14,074,772
Collaterized mortgage obligations 995,837 2,752 998,589
------------ ------------ -------------- ------------
Total debt securities 127,607,293 1,550,525 (107,378) 129,050,440
------------ ------------ -------------- ------------
Equity securities 4,000 18,200 (756) 21,444
------------ ------------ -------------- ------------
$127,611,293 $ 1,568,725 $ (108,134) $129,071,884
============ ============ ============== ============
The amortized cost, gross unrealized gains, gross unrealized losses,
and estimated fair value of securities held to maturity at December 31, are
summarized as follows:
GROSS UNREALIZED GROSS UNREALIZED ESTIMATED
AMORTIZED COST GAINS LOSSES FAIR VALUE
-------------- ----- ------ ----------
2003
State and municipal obligations $ 15,594,408 $ 781,888 $ (31,943) $ 16,344,353
============ ============ ============ ============
2002
State and municipal obligations $ 12,925,517 $ 712,282 $ (3,622) $ 13,634,177
============ ============ ============ ============
The fair value of debt securities and carrying amount, if different, at
year-end 2003 by contractual maturity were as follows. Securities not due at a
single maturity date, primarily mortgage-backed securities, are shown
separately.
AVAILABLE FOR SALE HELD-TO-MATURITY
ESTIMATED
AMORTIZED COST FAIR VALUE AMORTIZED COST FAIR VALUE
-------------- ---------- -------------- ----------
Due in one year or less $ 1,042,717 $ 1,047,070 $ 1,739,448 $ 1,780,358
Due from one to five years 1,158,749 1,203,308 2,984,311 3,193,317
Due from five to ten years 29,377,592 29,505,367 4,074,725 4,380,569
Due after ten years 70,582,964 70,185,570 6,795,924 6,990,109
Mortgage-backed securities 36,021,522 35,871,622
Collateralized mortgage
obligations 3,007,277 2,981,632
--------------- ------------- ------------ ------------
Total $ 141,190,821 $ 140,794,569 $ 15,594,408 $ 16,344,353
=============== ============= ============ ============
42
NOTE 2 - SECURITIES (CONTINUED)
Sales of available for sale securities were as follows:
2003 2002 2001
---- ---- ----
Proceeds $37,734,325 $47,896,297 $ 5,480,956
Gross gains 374,624 346,978 39,358
Gross losses 30,258 26,493 -
The table below indicates the length of time individual securities have
been in a continuous unrealized loss position at December 31,
LESS THAN 12 MONTHS 12 MONTHS OR MORE
UNREALIZED UNREALIZED NUMBER OF TOTAL UNREALIZED
FAIR VALUE LOSSES FAIR VALUE LOSSES SECURITIES FAIR VALUE LOSSES
---------- ------ ---------- ------ ---------- ---------- ------
U.S. Govt. and agency obligations $32,548,635 $ (626,828) $ - $ - 27 $32,548,635 $ (626,828)
State and municipal obligations 9,988,284 (218,399) - - 40 9,988,284 (218,399)
Mortgage-backed securities 28,019,144 (223,057) 461,946 (801) 30 28,481,090 (223,858)
Collateralized mortgage obligations 2,050,076 (36,345) - - 4 2,050,076 (36,345)
----------- ----------- ----------- ----------- --- ----------- -----------
Total debt securities 72,606,139 (1,104,629) 461,946 (801) 101 73,068,085 (1,105,430)
----------- ----------- ----------- ----------- --- ----------- -----------
Equity securities - - - - - - -
----------- ----------- ----------- ----------- --- ----------- -----------
Total temporarily impaired
securities $72,606,139 $(1,104,629 $ 461,946 $ (801) 101 $73,068,085 $(1,105,430)
Management has the intent and ability to hold these securities for the
foreseeable future, and the decline in the fair value is largely due to an
increase in market interest rates. The fair value is expected to recover as the
securities approach their respective maturity dates.
Securities with an amortized cost of $55,357,128 at December 31, 2003
and $49,715,952 at December 31, 2002 were pledged to secure public deposits,
repurchase agreements and other liabilities as required or permitted by law. At
year-end 2003 and 2002, there were no holdings of securities of any one issuer,
other than the U.S. Government and its agencies, in an amount greater than 10%
of shareholders' equity.
NOTE 3 - LOANS
The composition of the loan portfolio at December 31, is as follows:
2003 2002
---- ----
Commercial loans $ 28,049,386 $ 21,059,890
Commercial real estate loans 68,902,032 69,286,653
Residential real estate loans 52,236,971 52,535,507
Installment loans 49,420,185 45,005,864
------------ ------------
Total loans $198,608,574 $187,887,914
============ ============
The Company has sold whole loans and participating interests in loans
in the secondary market, retaining servicing on the loans sold. Loans sold and
serviced for others totaled approximately $29.1 million and $27.0 million at
December 31, 2003 and 2002, respectively.
43
NOTE 3 - LOANS (CONTINUED)
In the normal course of business, the Company has made loans to
directors and officers, their immediate families, affiliated corporations, and
other entities in which they own more than a 10% voting interest. In the opinion
of management, such loans are consistent with sound banking practices and were
originated within applicable regulatory lending limitations. Such loans are
summarized below:
Aggregate balance - December 31, 2002 $ 4,557,798
New loans 903,583
Repayments (936,891)
-----------
Aggregate balance - December 31, 2003 $ 4,524,490
===========
The activity in the allowance for loan losses was as follows:
2003 2002 2001
---- ---- ----
Balance January 1, $ 2,971,116 $ 2,879,065 $ 2,790,133
Provision for loan losses 540,000 630,000 780,000
Loans charged-off (815,959) (771,278) (1,063,444)
Recoveries of previous charge-offs 148,327 233,329 372,376
----------- ----------- -----------
Balance December 31, $ 2,843,484 $ 2,971,116 $ 2,879,065
=========== =========== ===========
Nonperforming loans were as follows at December 31:
2003 2002
---- ----
Loans past due over 90 days still on accrual $655,000 $ 85,000
Nonaccrual loans $101,000 $685,000
As of December 31, 2003 and 2002 and for each of the three years in the
period ended December 31, 2003 individually impaired loans were not material to
the consolidated financial statements.
NOTE 4 - PREMISES AND EQUIPMENT
Premises and equipment is comprised of the following at December 31:
2003 2002
---- ----
Buildings and land $10,095,827 $10,085,440
Furniture and equipment 6,221,874 6,137,940
Leasehold improvements 263,977 263,977
Computer software 1,203,124 1,197,124
----------- -----------
Total 17,784,802 17,684,481
Accumulated depreciation and amortization 9,632,322 8,751,797
----------- -----------
Premises and equipment, net $ 8,152,480 $ 8,932,684
=========== ===========
Depreciation expense was $895,889, $841,633, and $865,951 for the years
2003, 2002, and 2001 respectively. CITIZENS leases an in-store retail branch
from a corporation in which a director of the Company holds an interest. The
current five year lease provides for renewal options through 2012. Rental
expense was $26,004 for the year ended December 31, 2003, $25,128 for the year
ended December 31, 2002 and $22,500 for the year ended December 31, 2001.
44
NOTE 5 - TIME DEPOSITS
The scheduled maturities of time deposits as of December 31, 2003 were
as follows:
Under $100,000 Over $100,000 Totals
-------------- ------------- ------
2004 $ 46,918,220 $ 12,544,609 $ 59,462,829
2005 30,026,788 9,689,730 39,716,518
2006 20,329,224 8,346,158 28,675,382
2007 6,040,594 1,519,361 7,559,955
2008 20,043,835 3,442,170 23,486,005
Thereafter 5,084,398 1,079,344 6,163,742
------------- ------------- -------------
Total $ 128,443,059 $ 36,621,372 $ 165,064,431
============= ============= =============
NOTE 6 - INTANGIBLE ASSETS
Intangible assets at December 31, 2003 were as follows:
GROSS
CARRYING ACCUMULATED
AMOUNT AMORTIZATION
------ ------------
Amortized intangible assets:
Core deposit intangibles arising from
branch acquisition $119,861 $ 62,409
Amortization expense related to intangible assets totaled $18,000,
$24,488, and $27,569 for the years ended December 31, 2003, 2002 and 2001.
Estimated amortization expense for each of the next four years:
2004 $ 18,000
2005 18,000
2006 18,000
2007 3,452
45
NOTE 7 - 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:
2003 2002
---- ----
Average daily balance during the year $ 8,766,000 $ 8,567,000
Average interest rate during the year 0.83% 1.19%
Maximum month-end balance during the year $ 13,980,000 $ 11,659,000
Weighted average interest rate at year end 0.80% 0.91%
Securities underlying these agreements at December 31, were as follows:
2003 2002
---- ----
Amortized cost of securities $28,369,227 $23,910,741
Estimated fair value of securities 28,281,463 24,048,764
At December 31, advances from the Federal Home Loan Bank were as
follows.
2003 2002
---- ----
Maturities November 2004 through January 2023, primarily
fixed rate at rates from 2.22% to 7.20%, averaging 4.44% $ 15,691,611
Maturities November 2003 through January 2022, primarily
fixed rate at rates from 1.84% to 7.20%, averaging 3.83% $ 16,337,365
Cash Management Line of Credit, floating rate from 1.185% to
2.0%, averaging 1.45% 15,283,000
-------------- --------------
Total $ 30,974,611 $ 16,337,365
============== ==============
At December 31, 2003, required annual principal payments on Federal
Home Loan Bank advances and lines of credit were as follows:
2003
----
2004 $ 16,997,515
2005 1,986,649
2006 1,339,196
2007 6,499,771
2008 650,788
Thereafter 3,500,692
-------------
$ 30,974,611
=============
46
NOTE 7 - BORROWED FUNDS (CONTINUED)
Additionally, as members of the Federal Home Loan Bank system at
year-end 2003, the Banks had the ability to obtain up to $32,738,740 based on
securities pledged to the FHLB at December 31, 2003. At December 31, 2003, the
Company and its Banks have $45,706,751 1-4 family residential real estate loans
pledged as collateral for borrowings. Also at December 31, 2003, the Company and
its Banks have cash management lines of credit with various correspondent banks
(excluding FHLB cash management lines of credit) enabling further borrowings of
up to $21.7 million.
NOTE 8 - BENEFIT PLANS
Information about the pension plan was as follows:
2003 2002
---- ----
Change in Projected Benefit Obligation (PBO):
Beginning PBO $ 2,275,501 $ 2,081,184
Service cost 195,808 162,610
Interest cost 166,987 142,912
Actuarial (gain)/loss 299,547 (154,452)
Plan amendments 114,069
Benefits paid (20,843) (70,822)
----------- -----------
Ending PBO 2,917,000 2,275,501
Changes in Plan Assets, at fair value
Beginning plan assets 2,141,072 1,952,695
Actual return, gain (loss) 405,636 (203,376)
Employer contributions 657,335 462,575
Benefits paid (20,843) (70,822)
----------- -----------
Ending Plan Assets 3,183,200 2,141,072
Funded status 266,200 (134,429)
Unrecognized net actuarial loss 558,668 452,646
Unrecognized prior service cost 151,035 166,163
----------- -----------
Prepaid benefit cost $ 975,903 $ 484,380
=========== ===========
Accumulated Benefit Obligation $ 2,420,468 $ 1,941,129
=========== ===========
Pension expense includes the following:
2003 2002 2001
---- ---- ----
Service cost $ 195,808 $ 162,610 $ 157,915
Interest cost 166,987 142,912 144,507
Expected return on assets (212,211) (183,533) (182,294)
Amortization of prior service cost,
transition liability, net gain,
and plan amendment 15,227 15,227 431
--------- --------- ---------
Pension expense $ 165,811 $ 137,216 $ 120,559
========= ========= =========
47
NOTE 8 - BENEFIT PLANS (CONTINUED)
Weighted-average assumptions used to determine obligations at December
31,
2003 2002 2001
----- ----- -----
Discount rate on benefit obligation 6.50% 7.00% 7.50%
Rate of compensation increase 3.50% 3.50% 4.50%
Weighted-average assumptions used to determine net periodic benefit
cost for the years ended December 31,
2003 2002 2001
----- ----- -----
Discount rate 7.00% 7.00% 7.50%
Expected long-term rate of return on assets 8.00% 8.00% 8.00%
Rate of compensation increases 3.50% 3.50% 3.50%
The Company's defined benefit plan's weighted-average asset allocation
at December 31, 2003, and 2002 by asset category are as follows:
Asset Categories 2003 2002
------- -------
Equity securities 39.26% 50.16%
Debt securities 35.75 47.09
Other 24.99 2.75
------ ------
Total 100.00% 100.00%
====== ======
The plan's assets are invested in prototype investment strategy
classified as a "balanced investment approach". This investment strategy permits
the asset allocation to range between 40% to 60% for equities and fixed income
investments. This model is further defined to permit the use of multiple equity
mutual funds as deemed appropriate by the funds Investment Advisor. The types of
mutual funds include but not limited to large, mid or small capitalization funds
to international mutual funds. The fixed income investment model is categorized
as a core model using a single mutual fund with both long and shorter-term
focus. Depending on the needs of the plan benefits certain levels of liquidity
in the plan will vary depending on scheduled benefit or lump sum distribution
requirements. The remaining fund assets are subject to the previously mentioned
investment guidelines. The actual rate of return on plan assets for 2003 was
4.25% for fixed income investments and 29.05% on equity investments. The actual
rate of return and the expected long term rate of return using a balanced
investment approach was used as the basis for the actuarial assumptions of 8%
for the expected long term rate of return on assets.
The Company's 401(k) matching percentage was 50% of the employees'
first 6% of contributions for 2003, 2002 and 2001. The cash contribution and
related expense included in salaries and employee benefits totaled $81,440 in
2003, $77,620 in 2002 and $73,350 in 2001.
48
NOTE 9 - INCOME TAXES
Income tax expense for the years ended December 31, was as follows:
2003 2002 2001
------------ ------------ ------------
Current $ 748,418 $ 904,859 $ 1,018,966
Deferred (150,811) 81,794 (84,270)
------------ ------------ ------------
Total $ 899,299 $ 986,653 $ 934,696
============ ============ ============
The effective tax rate differs from the statutory federal income tax
rate as follows:
2003 2002 2001
------------ ------------ ------------
Statutory rate 34.00% 34.00% 34.00%
------------ ------------ ------------
Income taxes computed at the statutory federal tax rate $ 1,543,131 $ 1,430,317 $ 1,254,696
Effect of:
Tax exempt interest income (471,128) (384,676) (340,286)
Officer and director life insurance (112,848) (61,805) (3,997)
Other (59,925) 2,817 24,283
------------ ------------ ------------
Total $ 899,229 $ 986,653 $ 934,696
============ ============ ============
Effective tax rate 19.8% 23.5% 25.3%
============ ============ ============
Deferred tax assets and deferred tax liabilities are comprised of the
following:
2003 2002
------------ ------------
ITEMS GIVING RISE TO DEFERRED TAX ASSETS
Allowance for loan losses in excess of tax reserve $ 679,428 $ 781,719
Amortization of intangibles 52,401 60,016
Deferred compensation 215,506 194,729
Unrealized loss on securities available for sale 128,063
------------ ------------
Total deferred tax assets 1,075,398 1,036,464
ITEMS GIVING RISE TO DEFERRED TAX LIABILITIES
Depreciation (295,730) (377,889)
Deferred loan costs, net (129,143) (95,613)
Accretion (11,390) (11,680)
FHLB stock dividends (221,204) (268,668)
Mortgage servicing rights (53,676) (57,210)
Unrealized gain on securities available for sale (496,601)
Pension expense (331,807) (170,208)
------------ ------------
Total deferred tax liabilities (1,042,950) (1,477,869)
------------ ------------
Net deferred tax asset (liability) $ 32,448 $ (441,405)
============ ============
49
NOTE 10 - OFF-BALANCE SHEET ACTIVITIES
Some financial instruments, such as loan commitments, credit lines,
letters of credit, and overdraft protection, are issued to meet
customer-financing needs. These are agreements to provide credit or to support
the credit of others, as long as conditions established in the contracts are
met, and usually have expiration dates. Commitments may expire without being
used. Off-balance sheet risk to credit loss exists up to the face amount of
these instruments, although material losses are not anticipated. The same credit
policies are used to make such commitments as are used for loans, including
obtaining collateral at exercise of the commitment.
A summary of the notional or contractual amounts of financial
instruments with off-balance sheet risk at December 31, is as follows:
2003 2002
------------ ------------
Commitments to extend credit $ 21,638,388 $ 25,423,442
Credit Card and Ready Reserve Lines 1,422,761 1,384,224
Standby letters of credit 640,200 490,200
At December 31, 2003, and included above, commitments to make
fixed-rate loans at current market rates totaled $1,184,495 with the interest
rates on those fixed-rate commitments ranging from 4.75% to 8.99%.
NOTE 11 - CONCENTRATIONS OF CREDIT RISK
The Banks grant commercial, commercial real estate, real estate and
installment loans to customers mainly in Athens, Belmont, Carroll, Fairfield,
Harrison, Hocking and Tuscarawas 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, 2003, and 2002, total commercial and
commercial real estate loans made up 48.8% and 48.0% respectively of the loan
portfolio, with 10.0% and 15.6% of these loans secured by commercial real estate
and business assets mainly in the Columbus, Ohio area. Installment loans account
for 24.9% and 24.0% of the loan portfolio and are secured by consumer assets
including automobiles, which account for 65.6% and 86.8%, respectively, of the
installment loan portfolio. Real estate loans comprise 26.3% and 28.0% of the
loan portfolio as of December 31, 2003 and 2002, 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, 2003 and 2002, is $3,521,686 and $3,630,511 respectively on deposit
with Bank One, NA, Detroit, Michigan.
NOTE 12 - REGULATORY MATTERS
The Company and Banks are subject to regulatory capital requirements
administered by federal banking agencies. Capital adequacy guidelines and,
additionally for banks, 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. Failure
to meet various capital requirements can initiate regulatory action. 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 Company and Banks
at December 31, 2003 were categorized as well capitalized. Management is not
aware of any conditions subsequent to that date which would change the Company's
or the Banks' capital category.
50
NOTE 12 - REGULATORY MATTERS (CONTINUED)
At December 31, consolidated and Bank actual capital levels and minimum
levels (dollars 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
---------- ----- ---------- ----- ----------- -----
2003
Total capital (to risk weighted assets)
Consolidated $ 35,413 15.2% $ 18,680 8.0% $ 22,350 10.0%
Citizens 23,894 14.6 13,113 8.0 16,391 10.0
Community 8,068 11.8 5,451 8.0 6,814 10.0
Tier 1 capital (to risk weighted assets)
Consolidated $ 32,695 14.0% $ 9,340 4.0% $ 14,010 6.0%
Citizens 21,834 13.3 6,557 4.0 9,835 6.0
Community 7,410 10.9 2,725 4.0 4,088 6.0
Tier 1 capital (to average assets)
Consolidated $ 32,695 8.7% $ 14,956 4.0% $ 18,695 5.0%
Citizens 21,834 8.2 10,616 4.0 13,270 5.0
Community 7,410 6.4 4,641 4.0 5,801 5.0
2002
Total capital (to risk weighted assets)
Consolidated $ 33,768 14.9% $ 18,080 8.0% $ 22,600 10.0%
Citizens 23,085 14.0 13,236 8.0 16,546 10.0
Community 7,721 13.0 4,771 8.0 5,963 10.0
Tier 1 capital (to risk weighted assets)
Consolidated $ 31,104 13.8% $ 9,040 4.0% $ 13,560 6.0%
Citizens 21,006 12.7 6,618 4.0 9,927 6.0
Community 7,137 12.0 2,385 4.0 3,578 6.0
Tier 1 capital (to average assets)
Consolidated $ 31,104 9.1% $ 13,688 4.0% $ 17,110 5.0%
Citizens 21,006 8.3 10,132 4.0 12,666 5.0
Community 7,137 7.6 3,758 4.0 4,697 5.0
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. Generally, capital distributions are limited to
undistributed net income for the current and prior two years. At December 31,
2003, $1,648,275 of retained earnings was available for dividend declaration
without prior regulatory approval.
51
NOTE 13 - PARENT COMPANY CONDENSED FINANCIAL STATEMENTS
Following are condensed parent company financial statements:
Condensed Statements
of Financial Condition
December 31, 2003 and 2002
2003 2002
------------ ------------
Assets:
Cash and cash equivalents $ 2,085,769 $ 1,920,185
Securities available for sale, at fair value 664 664
Investment in subsidiaries 29,062,800 29,192,606
Building\Land 173,916 174,564
Other assets 1,352,463 967,642
------------ ------------
$ 32,675,612 $ 32,255,661
============ ============
Liabilities and shareholders' equity:
Other liabilities $ 161,153 $ 100,799
Shareholders' equity 32,514,459 32,154,862
------------ ------------
Total liabilities and shareholders' equity $ 32,675,612 $ 32,255,661
============ ============
Condensed Statements of Income
Years ended December 31, 2003, 2002 and 2001
2003 2002 2001
------------ ------------ ------------
Operating income
Dividends from subsidiaries $ 2,865,760 $ 2,610,204 $ 3,448,355
Interest and dividend income from securities
and fed funds 156 12,952 67,136
Other income 7,000 11,555 8,568
------------ ------------ ------------
Total operating income 2,872,916 2,634,711 3,524,059
Operating expenses 529,301 430,804 703,328
------------ ------------ ------------
Income before income taxes and equity in undistributed
net income 2,343,615 2,203,907 2,820,731
Income tax benefits (213,000) (185,811) (199,802)
------------ ------------ ------------
Income before equity in undistributed earnings
of subsidiaries 2,556,615 2,389,718 3,020,533
Equity in undistributed (distributions in excess of)
earnings of subsidiaries 1,082,776 830,445 (264,946)
------------ ------------ ------------
Net income $ 3,639,391 $ 3,220,163 $ 2,755,587
============ ============ ============
52
NOTE 13 - PARENT COMPANY CONDENSED FINANCIAL STATEMENTS (CONTINUED)
Condensed Statements of Cash Flows
Years ended December 31, 2003, 2002 and 2001
2003 2002 2001
------------ ------------ ------------
CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES
Net income $ 3,639,391 $ 3,220,163 $ 2,755,587
Adjustments to reconcile net income to net cash
from operating activities:
Depreciation and amortization 648 648 698
Distributions in excess of earnings of
subsidiaries (equity in undistributed earnings) (1,082,776) (830,445) 264,946
Net realized gains on sales or calls of securities (6,767)
Net change in other assets and other liabilities (336,466) (414,732) (183,333)
Accretion of securities, net (183) (298)
Amortization of intangibles 12,000 12,000 12,000
------------ ------------ ------------
Net cash flows provided by operating activities 2,232,797 1,980,684 2,849,600
CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES
Securities available for sale
Proceeds from maturities and calls - 1,500,000
Proceeds from sale of securities - 310,971
Purchases of premises and equipment - (174,000)
Capital contributions to subsidiary - (1,100,000)
------------ ------------ ------------
Net cash flows provided by (used in) investing activities - (789,029) 1,326,000
CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES
Dividends paid to shareholders (1,717,838) (1,647,670) (1,590,220)
Cash paid in lieu of fractional shares (5,647) (5,033) (5,188)
Purchases of treasury stock (343,728) (907,352) (581,211)
------------ ------------ ------------
Net cash flows used in financing activities (2,067,213) (2,560,055) (2,176,619)
------------ ------------ ------------
NET CHANGE IN CASH AND CASH EQUIVALENTS 165,584 (1,368,400) 1,998,981
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 1,920,185 3,288,585 1,289,604
------------ ------------ ------------
CASH AND CASH EQUIVALENTS AT END OF YEAR $ 2,085,769 $ 1,920,185 $ 3,288,585
============ ============ ============
53
NOTE 14 - QUARTERLY FINANCIAL DATA (UNAUDITED)
The following table summarizes the Company's quarterly results of
operations for the years ended December 31, 2003 and 2002.
NET INTEREST
INCOME AFTER BASIC DILUTED
INTEREST NET INTEREST PROVISION FOR EARNINGS PER EARNINGS PER
INCOME INCOME LOSS LOAN NET INCOME SHARE SHARE
-------------------------------------------------------------------------------------------
(In thousands except per share data)
2003
First Quarter $ 5,215 $ 3,186 $ 3,036 $ 803 $ 0.23 $ 0.23
Second Quarter 5,080 3,126 2,976 827 0.24 0.24
Third Quarter 5,121 3,206 3,092 892 0.25 0.25
Fourth Quarter 5,304 3,365 3,239 1,117 0.32 0.31
2002
First Quarter $ 5,633 $ 3,169 $ 3,011 $ 680 $ 0.19 $ 0.19
Second Quarter 5,546 3,223 3,025 804 0.22 0.22
Third Quarter 5,382 3,092 2,935 736 0.20 0.20
Fourth Quarter 5,535 3,283 3,126 1,000 0.29 0.29
The earnings per share data have been adjusted to account for the 10% stock
split in the form of a dividend paid in 2003 and the 5% share dividend paid in
2002.
54
ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
(a) On October 19, 2002, the Board of Directors of United Bancorp,
Inc., upon the recommendation of its audit committee, dismissed Crowe,
Chizek and Company LLP as the independent public accountant for the
Company for all periods commencing on or after January 1, 2003. On
October 19, 2002, the Audit Committee of the Company's Board of
Directors, upon authority delegated to it by the Board of Directors,
engaged the firm of Grant Thornton, LLP as the Corporation's new
independent public accountant beginning with the 2003 year. Further
discussion regarding this matter can be found in the Company's current
report on Form 8-K filed with the Commission on November 26, 2002.
ITEM 9A CONTROLS AND PROCEDURES
The Company, under the supervision, and with the participation, of its
management, including the Company's Chief Executive Officer and Chief
Financial Officer, evaluated the effectiveness of the design and
operation of the Company's disclosure controls and procedures as of
December 31, 2003, 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, 2003, in
timely alterting them to material information relating to the Company
(including its consolidated subsidiaries) required to be included in
the Company's periodic SEC filings. There was no change in the
Company's internal control over financial reporting that occurred
during the Company's fiscal quarter ended December 31, 2003 that has
materially affected, or is reasonably likely to materially affect, the
Company's internal control over financial reporting.
PART III
ITEM 10 DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information required by this item is incorporated by reference to the
sections captioned "Election of Directors" and "Section 16(a)
Beneficial Ownership Reporting Compliance" of pages 6 to 14 in the
registrants' proxy statement for the 2004 Annual Meeting of
Shareholders. Please see "Executive Officers" in Part I Item 1 of this
report for information regarding registrant's executive officers. The
Board of Directors has determined that Michael J. Arciello is an "Audit
Committee Financial Expert" and "Independent" as defined under
applicable SEC and NASDAQ rules.
The Company's Board of Directors has adopted a Code of Ethics that
applies to its Principal Executive, Principal Financial, and Principal
Accounting Officers. A copy of the Company's Code of Ethics is posted
and can be viewed on the Company's internet web site at
http://www.unitedbancorp.com/. In the event the Company amends or
waives any provision of its Code of Ethics which applies to its
Principal Executive, Principal Financial, or Principal Accounting
Officers, and which relates to any element of the code of ethics
definition set forth in Item 406(b) of Regulation S-K, the Company
shall post a description of the nature of such amendment or waiver on
its internet web site. With respect to a waiver of any relevant
provision of the code of ethics, the Company shall also post the name
of the person to whom the waiver was granted and the date of the waiver
grant.
ITEM 11 EXECUTIVE COMPENSATION
Information required by this item is incorporated by reference from the
section captioned "Executive Compensation and Other Information" and
"Compensation Committee Interlocks and Insider Participation in
Compensation Decisions" pages 8 to 13 in the registrant's proxy
statement for the 2004 Annual Meeting of Shareholders.
ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCK HOLDER MATTERS
Information required by this item is incorporated by reference to the
section captioned "Ownership of Voting Shares" at pages 5 to 6 of the
registrant's proxy statement for the 2004 Annual Meeting of
Shareholders".
The following table is a disclosure of securities authorized for
issuance under equity compensation plans
EQUITY COMPENSATION PLAN INFORMATION
NUMBER OF SECURITIES
REMAINING AVAILABLE FOR
NUMBER OF SECURITIES TO WEIGHTED-AVERAGE FUTURE ISSUANCE UNDER
BE ISSUED UPON EXERCISE EXERCISE PRICE OF EQUITY COMPENSATION PLANS
OF OUTSTANDING OPTIONS, OUTSTANDING OPTIONS, (EXCLUDING SECURITIES
WARRANTS AND RIGHTS WARRANTS AND RIGHTS REFLECTED IN COLUMN (a))
- --------------------------------------- ----------------------- --------------------- -------------------------
EQUITY COMPENSATION PLANS APPROVED BY 92,750 $ 10.35 0
SECURITY HOLDERS
EQUITY COMPENSATION PLANS NOT APPROVED
BY SECURITY HOLDERS
------ -------
TOTAL 92,750 $ 10.35 0
====== =======
55
ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Regulations of the Securities and Exchange Commission require
the disclosure of any related party transactions with members
of the Compensation Committee. During the past year, certain
directors and officers, including members of the Compensation
Committee, and one or more of their associates may have been
customers of and had business transactions with one or more of
the bank subsidiaries of United Bancorp, Inc. All loans
included in such transactions were made in the ordinary course
of business and on substantially the same terms, including
interest rates and collateral, as those prevailing at the same
time for comparable transactions with other persons, and did
not involve more than normal risk of collectability or present
other unfavorable features. It is expected that similar
transactions will occur in the future. In addition, The
Citizens Savings Bank, a wholly-owned subsidiary of the
Corporation, pursuant to the terms of a lease entered into on
April 1, 1998, paid Riesbeck Food Markets, Inc. $25,128 in
2003, and over the five-year term of the lease, payments will
total $130,000 as lease payments for space used in an in-store
banking location at St. Clairsville, Ohio. Mr. Riesbeck,
Chairman of the Compensation Committee, is an officer,
director and shareholder of Riesbeck Food Markets, Inc.
Management believes the lease between Riesbeck Food Markets,
Inc. and the Corporation was made on an arms-length basis.
Management employed a third party consulting firm that
specializes in grocery store banking facilities to establish
the terms of the lease.
ITEM 14 PRINCIPAL ACCOUNTANT FEES AND SERVICES
Information required by this item is incorporated by reference
to the section captioned "Principal Accounting Firm Fees" at
page 8 of the registrant's proxy statement for the 2004 Annual
Meeting of Shareholders.
56
PART IV
ITEM 15
(a) Financial Statements
Report of Independent Auditors Page 29
Consolidated Balance Sheets Page 30
Consolidated Statements of Earnings Page 31
Consolidated Statement of Comprehensive Income Page 32
Consolidated Statements of Shareholders' Equity Page 33
Consolidated Statements of Cash Flows Page 34
Notes to Consolidated Financial Statements Page 35
(b) Reports on Form 8-K. No reports on Form 8-K were filed by the registrant
during its fiscal quarter ended December 31, 2003.
(c) Exhibits
Exhibit Number Exhibit Description
3.1 Amended Articles of Incorporation(1)
3.2 Amended Code of Regulations(2)
10.1 James W. Everson Change in Control Agreement(3)
10.2 Randall M. Greenwood Change in Control Agreement(3)
10.3 Alan M. Hooker Change in Control Agreement(3)
10.4 Scott A. Everson Change in Control Agreement(3)
10.5 Norman F. Assenza Change in Control Agreement(3)
10.6 James A. Lodes Change in Control Agreement(3)
10.7 Michael A. Lloyd Change in Control Agreement(3)
10.8 United Bancorp, Inc. and Subsidiaries Director
Supplemental Life Insurance Plan, covering Messrs.
Hoopingarner, McGhee, Riesbeck and Thomas.
10.9 United Bancorp, Inc. and Subsidiaries Senior Executive
Supplemental Life Insurance Plan, covering James W.
Everson, Alan M. Hooker, Scott A. Everson, Randall M.
Greenwood, Norman F. Assenza, Michael A. Lloyd and James
A. Lodes.
10.10 United Bancorp, Inc. and United Bancorp, Inc. Affiliate
Banks Directors Deferred Compensation Plan.
10.11 United Bancorp, Inc. Stock Option Plan(4)
21 Subsidiaries of the Registrant
23 Consent of Grant Thornton, LLP
57
31.1 Rule 13a-14(a) Certification - CEO
31.2 Rule 13a-14(a) Certification - CFO
32.1 Section 1350 Certification - CEO
32.2 Section 1350 Certification - CFO
(1) Incorporated by reference to Appendix B to the registrant's Definitive
Proxy Statement filed with the Securities and Exchange Commission on
March 14, 2001.
(2) Incorporated by reference to Appendix C to the registrant's Definitive
Proxy Statement filed with the Securities and Exchange Commission on
March 14, 2001.
(3) Incorporated by reference to the registrant's 10-K filed with the
Securities and Exchange Commission on March 27, 2003.
(4) Incorporated by reference to Exhibit A to the registrant's Definitive
Proxy Statement filed with the Securities and Exchange Commission in
March 11, 1996.
58
UNITED BANCORP INC.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
(Registrant) United Bancorp, Inc.
By: /s/ James W. Everson March 29, 2004
--------------------------------------
James W. Everson, Chairman, President & CEO
Persuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
By: /s/ James W. Everson March 29, 2004
--------------------------------------
James W. Everson, Chairman, President & CEO
By: /s/ Randall M. Greenwood March 29, 2004
--------------------------------------
Randall M. Greenwood, Senior Vice President & CFO
By: /s/ Michael J. Arciello March 29, 2004
--------------------------------------
Michael J. Arciello
By: /s/ Terry A. McGhee March 29, 2004
--------------------------------------
Terry A. McGhee
By: /s/ John M. Hoopingarner March 29, 2004
--------------------------------------
John M. Hoopingarner
By: /s/ Richard L. Riesbeck March 29, 2004
--------------------------------------
Richard L. Riesbeck
By: /s/ L.E. Richardson, Jr. March 29, 2004
--------------------------------------
L.E. Richardson, Jr.
By: /s/ Matthew C. Thomas March 29, 2004
--------------------------------------
Matthew C. Thomas
59
EXHIBIT INDEX
Exhibit Page
Number Exhibit Description Number
3.1 Amended Articles of Incorporation(1)
3.2 Amended Code of Regulations(2)
10.1 James W. Everson Change in Control Agreement(3)
10.2 Randall M. Greenwood Change in Control Agreement(3)
10.3 Alan M. Hooker Change in Control Agreement(3)
10.4 Scott A. Everson Change in Control Agreement(3)
10.5 Norman F. Assenza Change in Control Agreement(3)
10.6 James A. Lodes Change in Control Agreement(3)
10.7 Michael A. Lloyd Change in Control Agreement(3)
10.8 United Bancorp, Inc. and Subsidiaries Director
Supplemental Life Insurance Plan, covering Messrs.
Hoopingarner, McGhee, Riesbeck and Thomas. 61
10.9 United Bancorp, Inc. and Subsidiaries Senior
Executive Supplemental Life Insurance Plan, covering
James W. Everson, Alan M. Hooker, Scott A. Everson,
Randall M. Greenwood, Norman F. Assenza, Michael A.
Lloyd and James A. Lodes. 77
10.10 United Bancorp, Inc. and United Bancorp, Inc.
Affiliate Banks Directors Deferred Compensation Plan. 92
10.11 United Bancorp, Inc. Stock Option Plan(4)
21 Subsidiaries of the Registrant 98
23 Consent of Grant Thornton, LLP 100
31.1 Rule 13a-14(a) Certification - CEO 102
31.2 Rule 13a-14(a) Certification - CFO 104
32.1 Section 1350 Certification - CEO 106
32.2 Section 1350 Certification - CFO 108
(1) Incorporated by reference to Appendix B to the registrant's Definitive
Proxy Statement filed with the Securities and Exchange Commission on
March 14, 2001.
(2) Incorporated by reference to Appendix C to the registrant's Definitive
Proxy Statement filed with the Securities and Exchange Commission on
March 14, 2001.
(3) Incorporated by reference to the registrant's 10-K filed with the
Securities and Exchange Commission on March 27, 2003.
(4) Incorporated by reference to Exhibit A to the registrant's Definitive
Proxy Statement filed with the Securities and Exchange Commission on
March 11, 1996.