Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
þ Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2011
Commission File #0-16640
(Exact name of registrant as specified in its charter)
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Michigan |
38-2606280 |
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(State or other jurisdiction of incorporation or |
(I.R.S. Employer Identification No.) |
2723 South State Street, Ann Arbor, MI 48104
(Address of principal executive offices)
Registrant's telephone number, including area code: (517) 423-8373
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, no par value
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
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 and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such file).
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) 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. þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.
Non-Accelerated Filer o (do not check if a smaller reporting company) Smaller reporting company þ
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
As of June 30, 2011, the aggregate market value of the common stock held by non-affiliates of the registrant was $40,052,000, based on a closing price of $3.25 as reported on the OTC Bulletin Board.
As of January 31, 2012, there were 12,697,265 outstanding shares of registrant's common stock, no par value.
EXPLANATORY NOTE
United Bancorp, Inc. (the "Company") is filing this amendment on Form 10-K/A to provide a table that was inadvertently omitted from Item 1 of the Company's Annual Report on Form 10-K for the year ended December 31, 2011, as filed with the Securities and Exchange Commission on February 24, 2012 (the "original filing"). Except for the addition of the table set forth in Item 1 below, no other changes have been made to the original filing as previously filed.
PART I
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ITEM 1 |
BUSINESS |
The text of Item 1 of the original filing is here incorporated by reference.
Volume/Rate Table
The following table demonstrates the effect of volume and rate changes on net interest income on a taxable equivalent basis for the past two years. The change in interest due to both rate and volume has been allocated to volume and rate changes in proportion to the relationship of the absolute dollar amounts of the change in each.
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2011 compared to 2010 |
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2010 compared to 2009 |
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Increase (decrease) due to: (a) |
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Increase (decrease) due to: (a) |
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In thousands of dollars |
Volume |
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Rate |
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Net |
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Volume |
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Rate |
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Net |
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Interest earned on: |
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Federal funds sold and equivalents |
$ |
25 |
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$ |
- |
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$ |
25 |
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$ |
82 |
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$ |
- |
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$ |
82 |
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Taxable securities |
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1,102 |
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(507 |
) |
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595 |
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530 |
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(290 |
) |
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240 |
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Tax exempt securities (b) |
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(294 |
) |
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(14 |
) |
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(308 |
) |
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(332 |
) |
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(202 |
) |
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(534 |
) |
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Taxable loans (c) |
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(2,863 |
) |
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(1,124 |
) |
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(3,987 |
) |
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(3,336 |
) |
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(623 |
) |
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(3,959 |
) |
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Tax exempt loans (b) |
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(21 |
) |
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1 |
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(20 |
) |
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(33 |
) |
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17 |
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(16 |
) |
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Total interest income |
$ |
(2,051 |
) |
$ |
(1,644 |
) |
$ |
(3,695 |
) |
$ |
(3,089 |
) |
$ |
(1,098 |
) |
$ |
(4,187 |
) |
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Interest expense on: |
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NOW and savings deposits |
$ |
(20 |
) |
$ |
(504 |
) |
$ |
(524 |
) |
$ |
77 |
|
$ |
(451 |
) |
$ |
(374 |
) |
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Other interest bearing deposits |
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(525 |
) |
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(1,208 |
) |
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(1,733 |
) |
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(435 |
) |
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(2,240 |
) |
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(2,675 |
) |
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Short term borrowings |
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(130 |
) |
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51 |
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(79 |
) |
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72 |
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72 |
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144 |
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Long term borrowings |
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(197 |
) |
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(40 |
) |
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(237 |
) |
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(469 |
) |
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(190 |
) |
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(659 |
) |
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Total interest expense |
$ |
(872 |
) |
$ |
(1,701 |
) |
$ |
(2,573 |
) |
$ |
(755 |
) |
$ |
(2,809 |
) |
$ |
(3,564 |
) |
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Net change in net interest income |
$ |
(1,179 |
) |
$ |
57 |
|
$ |
(1,122 |
) |
$ |
(2,334 |
) |
$ |
1,711 |
|
$ |
(623 |
) |
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(a) |
The change in interest due to both rate and volume has been allocated to volume and rate changes in proportion to the relationship of the absolute dollar amounts of the change in each. |
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(b) |
Fully tax-equivalent basis; 34% tax rate. |
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(c) |
Non-accrual loans and overdrafts are included in the average balances of loans. |
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ITEM 15 |
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES |
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(b) |
The exhibits filed in response to Item 601 of Regulation S-K are listed in the Exhibit Index, which is incorporated here by reference. |
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.
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United Bancorp, Inc. |
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By |
/s/ Robert K. Chapman |
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May 17, 2012 |
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Robert K. Chapman, President |
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Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons in the capacities and on the dates indicated.
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/s/ Robert K. Chapman |
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Director, President and Chief Executive |
May 17, 2012 |
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Robert K. Chapman |
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/s/ Randal J. Rabe |
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Executive Vice President and Chief |
May 17, 2012 |
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Randal J. Rabe |
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/s/ Stephanie H. Boyse |
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Director |
May 17, 2012 |
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Stephanie H. Boyse* |
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/s/ James D. Buhr |
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Director |
May 17, 2012 |
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James D. Buhr* |
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/s/ Kenneth W. Crawford |
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Director |
May 17, 2012 |
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Kenneth W. Crawford* |
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/s/ John H. Foss |
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Director |
May 17, 2012 |
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John H. Foss* |
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/s/ Norman G. Herbert |
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Director |
May 17, 2012 |
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Norman G. Herbert* |
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/s/ James C. Lawson |
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Chairman of the Board |
May 17, 2012 |
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James C. Lawson* |
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/s/ Len M. Middleton |
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Director |
May 17, 2012 |
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Len M. Middleton* |
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*By |
/s/ Robert K. Chapman |
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Robert K. Chapman, Attorney-in-Fact |
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EXHIBIT INDEX
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Exhibit |
Description |
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23. |
Consent of Independent Registered Public Accounting Firm. |
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24. |
Powers of Attorney. Previously filed as Exhibit 24 to the Company's Annual Report on Form 10-K for the year ended December 31, 2011. Here incorporated by reference. |
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31.1 |
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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31.2 |
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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32.1 |
Certification pursuant to 18 U.S.C. Section 1350. |