<PAGE> 1
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM 10 - Q
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Quarter ended June 30, 1996
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________ to __________
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Commission File Number 2-81060-S
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UNITED BANCORP
(Exact name of Registrant as specified in its Charter)
OREGON
(State or other jurisdiction of incorporation or organization)
555 S.E. KANE STREET
ROSEBURG, OREGON
(Address of principal executive offices)
93-0612062
(IRS Employer Identification Number)
97470
(Zip Code)
(541) 440-2629
(Registrants' telephone number, including area code)
NOT APPLICABLE
(Former name, former address and former fiscal year,
if changed since last report.)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports) and (2) has been subject
to such filing requirements for the past 90 days.
YES X NO
----- -----
The number of shares of common stock, par value $2.50, outstanding at July
17, 1996, was 440,479
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UNITED BANCORP AND SUBSIDIARIES
FORM 10-Q
INDEX
PART I FINANCIAL INFORMATION PAGE
-------------------------
Item 1: Financial Statements
--------------------
Consolidated Balance Sheets at June 30, 1996 and
December 31,1995............................................... 3
Consolidated Statements of Income for the three months ended
June 30,1996 and June 30, 1995................................. 5
Consolidated Statements of Income for the six months ended
June 30, 1996 and June 30, 1995................................ 7
Consolidated Statements of Changes in Cash Flows for the six
months ended June 30, 1996 and June 30, 1995................... 9
Computation of Earnings per Share for the three months ended
June 30, 1996 and June 30, 1995................................ 11
Computation of Earnings per Share for the six months ended
June 30, 1996 and June 30, 1995................................ 12
Notes to Condensed Consolidated Financial Statements,
June 30, 1996.................................................. 13
Item 2. Management's Discussion and Analysis of Financial Conditions
and Results of Operation....................................... 14
Part II OTHER INFORMATION.............................................. 16
Item 1. Legal Proceedings.............................................. 16
Item 2. Changes In Securities.......................................... 16
Item 3. Defaults upon Senior Securities................................ 16
Item 4. Submission of Matters to a Vote of Security Holders............ 16
Item 5. Other Information.............................................. 16
Item 6. Exhibits and Reports on Form 8-K
EX-27 Financial Data Schedule (Filed electroniccaly only)..... 16
Signatures............................................................... 17
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<PAGE> 3
UNITED BANCORP AND SUBSIDIARIES
Consolidated Balance Sheets
(In Thousands of Dollars)
<TABLE>
<CAPTION>
June 30, December 31,
1996 1995
------------- ------------
(Unaudited) (Audited)
<S> <C> <C>
ASSETS
- ------
Cash and cash equivalents:
Cash and due from banks..................... $ 5,431 $ 3,899
Interest bearing deposits with bank......... -0- -0-
--------- ----------
Total cash and cash equivalents......... 5,431 3,899
Securities:
Held-To-Maturity:........................... -0- -0-
Available-For-Sale ......................... 47,038 46,669
--------- ----------
Total Securities........................ 47,038 46,669
Loans .......................................... 39,666 39,985
Less allowance for loan losses.............. (539) (476)
--------- ----------
Net loans............................... 39,127 39,509
Bank premises, furniture and equipment........... 2,712 2,769
Accrued interest receivable and other assets..... 1,012 1,013
Deferred tax assets.............................. 256 -0-
--------- ----------
Total Assets..................................... $ 95,576 $ 93,859
========= ==========
LIABILITIES:
- -----------
Deposits:
Demand...................................... $ 12,202 $ 10,947
Interest bearing............................ 25,605 27,057
Savings..................................... 11,363 12,684
Time Certificates:
Certificates of $100m or Larger......... 967 874
Certificates less than $100m............ 14,115 12,547
--------- ----------
Total Deposits.............................. 64,252 64,109
</TABLE>
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<PAGE> 4
UNITED BANCORP AND SUBSIDIARIES
Consolidated Balance Sheets
(In Thousands of Dollars)
(Continued)
<TABLE>
<CAPTION>
June 30, December 31,
1996 1995
(Unaudited) (Audited)
<S> <C> <C>
Federal funds purchased and securities sold under
agreements to repurchase......................... 10,628 10,467
Bank Line of Credit.............................. -0- 2,646
Notes Payable.................................... 8,704 4,103
Debt of Employee Stock Ownership Plan............ 268 233
Other liabilities................................ 617 658
Deferred Tax Liability........................... -0- 182
-------- ---------
Total Liabilities........................... 84,469 82,398
STOCKHOLDERS' EQUITY:
Common stock $2.50 par value, 5,000,000 shares
authorized; 440,441 and 438,534 issued and
outstanding at September 30, 1995 and December
31, 1994 respectively....................... 1,101 1,101
Additional paid-in capital....................... 3,514 3,515
Retained Earnings................................ 7,286 6,899
Deferred compensation under Employee Stock
Ownership Plan................................... (268) (233)
Net unrealized gains (losses) on securities
Available-For-Sale, net of $33 and $490 of deferred
income tax expense, respectively................. (526) 179
--------- ----------
Total stockholders' equity................... 11,107 11,461
--------- ----------
Total Liabilities and Stockholders' Equity....... $ 95,576 $ 93,859
========= ==========
See notes to condensed consolidated financial statements.
</TABLE>
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<PAGE> 5
UNITED BANCORP AND SUBSIDIARIES
Consolidated Statements of Income
(In Thousands of Dollars)
<TABLE>
<CAPTION>
Three Months Ended
June 30, June 30,
1996 1995
(Unaudited) (Unaudited)
<S> <C> <C>
Interest Income
Loans....................................... $ 1,052 $ 977
Federal funds sold and interest bearing
deposits with bank.......................... 7 14
Securities
Taxable..................................... 638 727
Exempt from Federal Income Taxes............ 121 98
--------- ----------
Total Interest Income.................... 1,818 1,816
Interest Expense
Deposits.................................... 373 323
Federal funds purchased and securities sold
under agreements to repurchase.............. 133 94
Notes Payable............................... 120 192
--------- ----------
Total Interest Expense................... 626 609
Net Interest Income................... 1,192 1,207
Provision (Credit) for loan losses.......... 30 30
--------- ----------
Net Interest Income after provision
for loan losses....................... 1,162 1,177
Non-Interest Income
Service charges on deposit accounts......... 120 126
Other service charges, commissions and fees. 53 41
Other Income................................ 23 15
--------- ----------
Total Non-Interest Income................ 196 182
Non-Interest Expense
Salaries and employee benefits.............. 484 575
Net Occupancy and Equipment................. 140 147
Losses (Gains) on sale of securities........ (38) (49)
Other....................................... 333 355
--------- ----------
Total Non-Interest Expense............... 919 1,028
</TABLE>
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<PAGE> 6
UNITED BANCORP AND SUBSIDIARIES
Consolidated Statements of Income
(In Thousands of Dollars)
(Continued)
<TABLE>
<CAPTION>
Three Months Ended
June 30, June 30,
1996 1995
(Unaudited) (Unaudited)
<S> <C> <C>
Income Before Income Taxes.................. 439 331
Provision for Income Taxes............... 151 106
--------- ----------
NET INCOME............................ $ 288 $ 225
========= ==========
See notes to condensed consolidated financial statements.
</TABLE>
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<PAGE> 7
UNITED BANCORP AND SUBSIDIARIES
Consolidated Statements of Income
(In Thousands of Dollars)
<TABLE>
<CAPTION>
Six Months Ended
June 30, June 30,
1996 1995
(Unaudited) (Unaudited)
<S> <C> <C>
Interest Income
Loans....................................... $ 2,101 $ 1,903
Federal funds sold and interest bearing
deposits with bank.......................... 10 48
Securities
Taxable..................................... 1,255 1,596
Exempt from Federal Income Taxes............ 246 193
--------- ----------
Total Interest Income.................... 3,612 3,740
Interest Expense
Deposits.................................... 716 626
Federal funds purchased and securities sold
under agreements to repurchase.............. 306 246
Notes Payable............................... 202 386
--------- ----------
Total Interest Expense................... 1,224 1,258
Net Interest Income................... 2,388 2,482
Provision (Credit) for loan losses.......... 60 30
--------- ----------
Net Interest Income after provision
for loan losses....................... 2,328 2,452
Non-Interest Income
Service charges on deposit accounts......... 237 248
Other service charges, commissions and fees. 103 85
Other Income................................ 26 20
--------- ----------
Total Non-Interest Income................ 366 353
Non-Interest Expense
Salaries and employee benefits.............. 1,011 1,129
Occupancy and Equipment..................... 280 306
Losses (Gains) on sale of securities........ (68) (107)
Other....................................... 613 720
--------- ----------
Total Non-Interest Expense............... 1,836 2,048
--------- ----------
</TABLE>
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<PAGE> 8
UNITED BANCORP AND SUBSIDIARIES
Consolidated Statements of Income
(In Thousands of Dollars)
(Continued)
<TABLE>
<CAPTION>
Six Months Ended
June 30, June 30,
1996 1995
(Unaudited) (Unaudited)
<S> <C> <C>
Income Before Income Taxes............ 858 757
Provision for Income Taxes.................. 279 242
--------- ----------
NET INCOME............................ $ 579 $ 515
========= ==========
See notes to condensed consolidated financial statements.
</TABLE>
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<PAGE> 9
UNITED BANCORP AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(In Thousands of Dollars)
<TABLE>
<CAPTION>
Six Months Ended
June 30, June 30,
1996 1995
(Unaudited) (Unaudited)
<S> <C> <C>
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
- -------------------------------------------------
Cash flows from operating activities:
Net Income..................................... $ 579 $ 515
Reconciliation of net income to net cash
provided by operating activities:
Loss on disposal of furnituere and equipment. -0- -0-
Depreciation and Amortization................ 152 152
Provision (Credit) for Loan Losses........... 60 30
Provision (Credit) for Deferred Income Taxes. -0- -0-
Compensation paid in stock................... -0- -0-
Stock dividend received on FHLB stock........ (46) (38)
Amortization of securities' discounts and
premiums..................................... 14 (15)
Net realized (Gains) Loss on sale of
securities Available for Sale................ (68) (107)
Decrease (Increase) in accrued interest
receivable and other assets.................. 1 166
Increase (Decrease) in other liabilities..... (41) 168
---------- -----------
Net cash provided by operating activities.. 651 870
Cash flows from investing activities:
Securities:
Available For Sale:
Maturities............................... 7,710 1,153
Purchase................................. (15,000) -0-
Proceeds from sales of securities........ 5,877 10,627
Held-to-Maturity:
Maturities............................... -0- 2,947
Purchase................................. -0- (899)
Net (Increase) decrease in loans............. 322 (7,998)
Purchase of furniture and equipment.......... (95) (81)
---------- -----------
Net cash provided by (used in) investing
activities................................. (1,186) 5,748
</TABLE>
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<PAGE> 10
UNITED BANCORP AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(In Thousands of Dollars)
(Continued)
<TABLE>
<CAPTION>
Six Months Ended
June 30, June 30,
1996 1995
(Unaudited) (Unaudited)
<S> <C> <C>
Cash flows from financing activities:
Net increase (Decrease) in demand deposits,
interest bearing transaction, & savings
accounts................................. (1,518) (5,096)
Proceeds from sales of certificates of
deposit greater (less) than payments for
maturing time deposits................... 1,661 819
Proceeds from issuance of ESOP Debt.......... 25 68
Stock purchase for ESOP...................... (25) (68)
Net increase (Decrease) in federal funds
purchased and securities sold under
repurchase agreements.................... 161 (9,011)
Net borrowings from bank line of credit...... (2,646) -0-
Net advances from FHLB of Seattle............ 4,896 5,000
Repayment of debt............................ (294) (294)
Retirement of stock.......................... (37) -0-
Proceeds from issuance of stock.............. 37 35
Cash dividends paid.......................... (193) (185)
--------- ----------
Net cash provided by (used in) financing
activities................................ 2,067 (8,732)
Net increase (Decrease) in cash and cash
equivalents...................................... 1,532 (2,114)
Cash and cash equivalents at beginning of the year. 3,899 7,068
--------- ----------
Cash and cash equivalents at the end of the period. $ 5,431 $ 4,954
========= ==========
NON CASH INVESTING AND FINANCING ACTIVITIES:
Change in unrealized gains (losses) on securities
available-for-sale, net deferred income tax.... $ (705) $ 516
CASH PAID DURING THE YEAR FOR:
Interest....................................... $ 1,104 $ 1,116
Income Taxes................................... $ 297 $ 191
</TABLE>
See notes to condensed consolidated financial statements.
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UNITED BANCORP AND SUBSIDIARIES
Computation of earnings per share
(000.'S omitted except per share data)
<TABLE>
<CAPTION>
Three Months Ended June 30,
-------------------------------
1996 1995
---------- -----------
(Unaudited) (Unaudited)
<S> <C> <C>
Primary:
Average shares outstanding.................. 440,481 440,441
Net Income.................................. $ 288 $ 225
Per share amount............................ $ 0.65 $ 0.51
========= ==========
</TABLE>
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UNITED BANCORP AND SUBSIDIARIES
Computation of earnings per share
(000.S' Omitted, except per share data)
<TABLE>
<CAPTION>
Six months Ended June 30,
------------------------------
1996 1995
---------- -----------
(Unaudited) (Unaudited)
<S> <C> <C>
Primary:
Average shares outstanding.................. 439,954 440,024
Net Income.................................. $ 579 $ 515
Per share amount............................ $ 1.32 $ 1.17
========= ==========
</TABLE>
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<PAGE> 13
UNITED BANCORP AND SUBSIDIARIES
-------------------------------
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
June 30, 1996
Note A ---- BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and
Article 10 - 01 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for
a fair presentation have been included. Operating results for the six month
period ended June 30, 1996 are not necessarily indicative of the results
that may be expected for the year ended December 31, 1996. For further
information, refer to the consolidated financial statements and footnotes
thereto included in the Company's annual report on Form 10-K for the year
ended December 31, 1995.
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<PAGE> 14
UNITED BANCORP AND SUBSIDIARIES
Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATION
Total assets at June 30, 1996 equaled $95.576 million, representing an increase
from December 31, 1995 of $1.7 million or 1.8%. This was due in part to the
Company's increase in Notes Payable to purchase seasoned commercial real estate
loans. However, gross loans decreased by $319,000 from $39.985 million at
December 31, 1995 to $39.666 million at June 30, 1996, due to substantial
principal payoff's of seasonal agricultural loans in the last week of June
1996. The proceeds from these principal payments is reflected in the amount of
cash and due from banks, which will be used to pay down short term debt.
Interest income on loans increased $198,000 for the six month period ending
June 30, 1996, compared to the six month period ending June 30, 1995. This was
largely due to the average balance of loans increasing by $3.5 million, from
$35.5 million for the six month period ended June 30, 1995, compared to $39.0
million for the six month period ended June 30, 1996. At December 31, 1995,
the loan loss reserve was $476,000 which represented 1.19% of outstanding gross
loans. The Company recognized a provision for loan losses during the first six
months of 1996 of $60,000 and had net recoveries of loans of $3,000 which
brought the loan loss reserve to $539,000 at June 30, 1996. This represents
1.36% of outstanding gross loans.
Investment securities increased to $47.038 million in June 30, 1996 compared to
$46.669 million in December 31, 1995. Interest income from investments
decreased however by $288,000 when compared to the six month period ending June
30, 1995. This was due in part to the average balance of investment securities
decreasing from $50.5 million at June 30, 1995 compared to $47.0 million at
June 30, 1996 and to the average yield on the investment portfolio decreasing
from 7.07 percent at June 30, 1995 compared to 6.38 percent at June 30, 1996.
The decrease in investments was repositioned into an increase in the loan
portfolio. Interest income on tax exempt securities increased by $53,000,
which reflects a shift in the investment securities portfolio to tax exempt
securities. The average balance of tax exempt securities for the six month
period ending June 30, 1995 increased to $10.3 million, when compared to $8.1
million for the six month period ending June 30, 1995. Certain securities were
called by the issuers or were sold which resulted in a $68,000 gain.
Demand and Interest Bearing Deposits decreased by $197,000 to $37.8 million (a
.5% decrease), while Savings Deposits decreased by $1.3 million to $11.4
million (a 10.2% decrease) since December 31, 1995. Part of the decrease was
shifted into Time Certificates of Deposit which increased from $13.4 million at
December 31, 1995 to $15.1 million at June 30, 1996. Other borrowings for the
first six months of 1996 increased by $2.1 million to $19.3 million. This
consists of the increase in Notes Payable of $4.6 million and the decrease in
Securities Sold under Agreement to Repurchase and Bank Line of Credit of $2.5
million for the period ending June 30, 1996. The increase in Notes Payable was
used to purchase certain investment securities and seasoned commercial real
estate loans.
Interest expense on deposits and other funding liabilities decreased $34,000 to
$1.224 million for the six months ended June 30, 1996, compared to $1.258
million for the six months ended June 30, 1995. Net interest income decreased
$94,000, from $2.482 million for the six months ended June 30, 1995, compared
to $2.388 million for the six months ended June 30, 1996.
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<PAGE> 15
Non Interest Income increased $13,000 to $366,000 compared to June 30, 1995
due to other service charge income and miscellaneous other income. The Company
implemented a cost reduction awareness program in 1996 which has significantly
contributed to the decrease in non interest expenses. Salaries and Employee
Benefits expense decreased by $118,000 when compared to the same period in
1995, due primarily to staff reductions through attrition, unfilled positions
and a reduction in hours worked. In 1995 the Company invested in major
building repairs which accounts for the $26,000 reduction of occupancy expense
for the period ending June 30, 1996. Other expenses decreased by $107,000 due
primarily to reductions in FDIC assessments of $75,000, professional fees,
correspondent bank fees and outside data processing expenses. Non interest
expenses were offset by a gain on the call and sale of certain investment
securities of $68,000, compared to a gain of $107,000 for the same period
during 1995. Total net income for the first six months of 1996 increased over
the same period of 1995 by $64,000 or 12.4 percent to a total of $579,000.
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<PAGE> 16
UNITED BANCORP AND SUBSIDIARIES
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
NONE
ITEM 2. CHANGES IN SECURITIES
NONE
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
NONE
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
NONE
ITEM 5. OTHER INFORMATION
On May 24, 1996, the Company filed a Rule 13E-3 Transaction Statement with
the Securities and Exchange Commission, as amended by Amendment No. 1 to
Schedule 13E-3 Transaction Statement filed on July 11, 1996, with respect to
a special meeting of the stockholders to be held on August 27, 1996 at which
the stockholders will consider and vote upon a proposal to approve and adopt
Articles of Amendment to the Company's Second Restated Articles of
Incorporation providing (a) for a reduction in the number of authorized
shares of the Company's common stock $2.50 par value (the "Common Stock"),
from 5,000,000 shares of Common Stock to 83,334 shares of Common Stock, $150
par value (the "New Common Stock"), (b) for a 60 to one reverse stock split
of the Company's Common Stock, and (c) for a cash payment in the amount of
$27.00 per share of the currently outstanding Common Stock in lieu of the
issuance of any resulting fractional shares of the New Common Stock to
stockholders who, after the reverse stock split, own less than one share of
the New Common Stock (collectively, the "Reverse Stock Split"). If the
Reverse Stock Split is approved by the holders of the majority of the
currently issued and outstanding Common Stock at the special meeting, the
Company expects to file Articles of Amendment to the Second Restated Articles
of Incorporation with the Secretary of State of the State of Oregon on August
27, 1996, immediately following the special meeting, as soon as practical
thereafter. Upon the filing of the Articles of Amendment, the Company's
reporting obligations under the Securities and Exchange Act of 1934 will be
suspended upon notification to the Securities and Exchange Commission. The
Company expects to notify the Securities and Exchange Commission of the
suspension of its reporting obligations as promptly as possible after filing
the Articles of Amendment.
ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K
A. Exhibit
27 Financial Data Schedule (filed electronically only)
B. Reports on Form 8-k
None
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<PAGE> 17
UNITED BANCORP AND SUBSIDIARIES
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned therewith duly authorized.
UNITED BANCORP
(REGISTRANT)
Date 08/07/96 By \s\LINDA GANIM, TREASURER
---------------------------
Linda Ganim, Treasurer,
(Principal Accounting Officer)
Date 08/07/96 By \s\M. JOHN LOOSLEY
--------------------
M. JOHN LOOSLEY
President
-17-
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM UNITED
BANCORP'S JUNE 30, 1996 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS
</LEGEND>
<CIK> 0000101032
<NAME> UNITED BANCORP
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> JUN-30-1996
<CASH> 5,431
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 47,038
<INVESTMENTS-CARRYING> 47,038
<INVESTMENTS-MARKET> 47,038
<LOANS> 39,666
<ALLOWANCE> 539
<TOTAL-ASSETS> 95,576
<DEPOSITS> 64,252
<SHORT-TERM> 10,628
<LIABILITIES-OTHER> 617
<LONG-TERM> 8,704
<COMMON> 1,101
0
0
<OTHER-SE> 10,006
<TOTAL-LIABILITIES-AND-EQUITY> 95,576
<INTEREST-LOAN> 2,101
<INTEREST-INVEST> 1,501
<INTEREST-OTHER> 10
<INTEREST-TOTAL> 3,612
<INTEREST-DEPOSIT> 716
<INTEREST-EXPENSE> 1,224
<INTEREST-INCOME-NET> 2,388
<LOAN-LOSSES> 60
<SECURITIES-GAINS> (68)
<EXPENSE-OTHER> 1,904
<INCOME-PRETAX> 858
<INCOME-PRE-EXTRAORDINARY> 858
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 579
<EPS-PRIMARY> 1.32
<EPS-DILUTED> 1.32
<YIELD-ACTUAL> 0
<LOANS-NON> 0
<LOANS-PAST> 202
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 476
<CHARGE-OFFS> 2
<RECOVERIES> 5
<ALLOWANCE-CLOSE> 539
<ALLOWANCE-DOMESTIC> 539
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
