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Section 1: 8-K (FORM 8-K)

Form 8-K





Washington, D.C. 20549







Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 9, 2018




(Exact name of registrant as specified in its charter)




Ohio   0-16540   34-1405357

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)


201 South 4th Street, Martins Ferry, Ohio   43935-0010
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (740) 633-0445

(Former name or former address, if changed since last report.)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐




Item 2.02.

Results of Operations and Financial Condition.

On October 9, 2018, United Bancorp, Inc. issued a press release announcing its results of operations and financial condition for and as of the three and nine month periods ended September 30, 2018, unaudited. The press release is furnished as Exhibit No. 99 hereto.


Item 9.01.

Financial Statements and Exhibits.




The following exhibits are furnished herewith:





Exhibit Description

99    Press release, dated October 9, 2018, announcing Registrant’s unaudited results of operations and financial condition for and as of the three and nine month periods ended September  30, 2018.


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 hereunto duly authorized.


        Dated: October 9, 2018     UNITED BANCORP, INC.

/s/ Randall M. Greenwood

      Randall M. Greenwood

Senior Vice President and

Chief Financial Officer

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Section 2: EX-99 (EXHIBIT 99)

Exhibit 99

Exhibit 99









United Bancorp, Inc. 201 South 4th at Hickory Street, Martins Ferry, OH 43935




Scott A. Everson


Randall M. Greenwood


President and CEO


Senior Vice President, CFO and Treasurer             


(740) 633-0445, ext. 6154


(740) 633-0445, ext. 6181


[email protected]


[email protected]

FOR IMMEDIATE RELEASE:            11:00 a.m. October 9, 2018

United Bancorp, Inc. Reports a 33% Increase in Net Income for the Nine Months Ended September 30, 2018; Diluted Earnings per Share of $0.69 versus $0.55 Reported in 2017, and a Dividend Yield of 3.95%

MARTINS FERRY, OHIO ◆◆◆ United Bancorp, Inc. (NASDAQ: UBCP), headquartered in Martins Ferry, Ohio, reported diluted earnings per share of $0.69 and net income of $3,691,000 for the nine months ended September 30, 2018, as compared to $0.55 and $2,766,000, respectively, for 2017. The Company’s diluted earnings per share for the three months ended September 30, 2018, was $0.25 as compared to $0.20 for the same period in 2017. These year-over-year improvements in UBCP’s earnings are directly related to the lower base corporate tax rate resulting from the passage of the Tax Cuts and Jobs Act (“tax act”) in the fourth quarter of 2017 and the benefit of operational improvements on which the company is seeing a positive return. Each of these realities should benefit the company in future periods.

Randall M. Greenwood, Senior Vice President, CFO and Treasurer remarked, “We are excited to report on the solid performance that our Company had for the nine-month period ended September 30, 2018. Our Company had a solid increase in net income of $924,000, or 33.4%, for the nine months ended September 30, 2018, over the nine months ended September 30, 2017. On an operating basis, the primary drivers of this year-over-year increase in net income were the increases in interest income and fees on loans, which were up by $1.3 million, or 10.6%, and the interest income on securities, which was up by $875,000, or 145.1%. Relating to loan growth, our Company had an increase in its gross loans of $32.8 million, or 9.1%, from September 30, 2017 to September 30, 2018. While growing the loan portfolio, our Company was able to maintain its overall stability in credit quality. Year-over-year, we continued to have very solid credit quality-related metrics supported by low levels of nonaccrual loans of approximately $1.3 million at both September 30, 2018 and 2017. Further—net loans charged off, excluding overdrafts, was $238,000 for the nine months ended September 30, 2018, which is a relatively modest increase of $84,000 from the nine months ended September 30, 2017. Annualized net charge offs to average loans was 0.08% for the nine months ended September 30, 2018, as compared to 0.06% for the nine months ended September 30, 2017.” Greenwood continued, “Due to the rising rate environment in which we are currently operating, we are seeing opportunities in the area of investment securities. In this current rate environment, yields on select securities are at levels that we have not seen for several years, which are encouraging us to leverage-up to some degree. Since September 30, 2017, our Company saw an increase in securities and other restricted stock of $47.3 million, or 109.3%, from the prior year. With our quarter-ending securities and other restricted stock position of $90.6 million being above the quarterly average of $75.3 million (and, also, with our gross loans

being $17.2 million above the quarterly average for loans), we anticipate even further contribution from these key revenue generating areas to interest income in future periods. With the enhanced level of total interest income that we realized in the first nine months of 2018, net interest income for the nine months ended September 30, 2018 for our Company increased by $1.4 million, or 11.9%, even as we focused on growing retail core deposits to fund our growth. Total deposits increased by $53.5 million, or 14.0%, to a level of $434.3 million as of September 30, 2018. Even with this significant increase in total deposits, we were able to control our overall interest expense levels by attracting lower-cost retail funding to replace higher-cost wholesale funding advances that matured over the past 12 months. Overall, our Company saw low-cost retail funding (consisting of non-interest and interest bearing demand and savings deposits) comprise $33.8 million of its growth in retail deposits year-over-year. In addition, time deposits, which consist of certificate of deposit or term funding, increased by $19.6 million, or 30.0%, for the same period. Funding our present growth with increased levels of retail core deposits and overnight wholesale borrowings in an increasing interest rate environment led to a slight elevation in our interest expense levels year-over-year. Accordingly, our interest expense to average assets increased from 0.40% for the nine months ended September 30, 2017 to 0.58% for the nine months ended September 30, 2018. Even with this increase in our interest expense, we were able to grow our interest income to a greater degree and, thereby, increase our net interest margin. Year-over-year, our net interest margin improved to a level of 3.90% as of the end of this most recent quarter versus 3.80% for the same nine month period in 2017.”

Relating to our Company’s net noninterest margin, Greenwood stated, “Our total noninterest income increased $73,000, or 2.8%, year over year. Service charges on deposit accounts, which is the area in which our Company performs at a high level relative to peer, strongly contributed to this increase. On the noninterest expense-side of the net noninterest margin (and, as budgeted), we experienced an increase in our noninterest expense of $1.0 million or 10.1%. Most of the increase in noninterest expense continues to be related to infrastructure enhancement and personnel-related expenses to support the growth that our Company envisions for the future.” Greenwood concluded, “Considering that most of the aforementioned expenses are “fixed,” we firmly believe that we have positive operating leverage. This reality should allow us to drive higher levels of revenue without significantly adding to our overall noninterest expense levels in the short-term; thereby, further enhancing our Company’s earnings and returns. And, lastly, also significantly contributing to the increase in noninterest expense levels for the nine months ended September 30, 2018 are the approximately $223,000 in merger-related and other one time expenses that we have incurred during the current year. A majority of these expenses are relating to the June 14, 2018, announcement of our Definitive Agreement to acquire Powhatan Point Community Bancshares, Inc. These one-time expenses decreased the diluted earnings per share for our Company by $0.02 in the most recent quarter and $0.04 for the nine months ended September 30, 2018. It is anticipated during the fourth quarter of 2018 that we will incur additional merger-related expenses in connection with this transaction as we work toward a closing.”

Scott A. Everson, President and CEO stated, “We are extremely pleased to see the strong growth in our earnings for the nine months ended September 30, 2018. Our Company continues to benefit from the enactment of the tax act, which has reduced the overall tax rate for companies, such as ours, from 35% to 21%. We are also gratified to see that our investment in both the infrastructure and personnel of our Company is producing a positive return for us. On an operating basis, we saw an improvement in our earnings before taxes even though we had non-recurring expenses relating to our upcoming acquisition of Powhatan Point Community Bancshares, Inc. With our enhanced lending platforms, we anticipate seeing continued above peer loan growth in the coming quarters. In addition, with our continued focus on an investment strategy that was implemented during the first quarter of this year, we also anticipate having increasing levels of higher yielding investment securities on our balance sheet in the coming quarters. Each of these aforementioned items will continue to drive our organic growth and has led to year-over-year growth in earning assets (consisting of both loans and investment securities) of $80.1 million or 19.8%. This organic growth will be further enhanced with our upcoming merger, which should lead to the continuation of our Company growing its level of earning assets and generating higher levels of interest income. Even with this strong growth in both earning assets and core deposits, we have been able to expand our net interest margin and improve our overall level of net interest income. Year-over-year, we saw the net interest margin of our Company improve by ten (10) basis points to a level of 3.90% as of September 30, 2018. Our enhanced net interest margin led to our net interest income improving on a year-over-year basis by $1.4 million or 11.9%.”

Everson continued, “We have stated for many quarters that our goal is to profitably grow our Company. We are gratified that we are presently in a position to accomplish this. At this most recent quarter end, our Company had total assets of $525.3 million, which is an increase of $70.8 million, or 15.6%, over the previous year. With the level of organic growth that we have achieved on a year-over-year basis, our current level of total assets is the highest in our Company’s history. Our viewpoint is that profitable growth will lead to positive opportunities to further grow our Company! In this area, we have very high expectations over the course of the next three years. Our ultimate goal is to become a “hybrid or omnichannel” bank; whereby, we can serve our present and future customers on “their” terms. By having both exceptional “in-branch” and “virtual” service options for our customers, we believe that our Company will have relevance within our industry for many years to come. In addition, we will be able to deliver on our current vision for growth, which is to have total assets greater than $1.0 billion in order to gain greater operational efficiencies. As previously disclosed, our Company and Powhatan Point Community Bancshares, Inc. (PPCB), the holding company for First National Bank of Powhatan Point, announced on June 14, 2018 that we have signed a definitive merger agreement; whereby, we will acquire PPCB in a stock and cash transaction. It is anticipated, pending the approval of PPCB Shareholders, that this merger will be completed sometime during the current month. At that time, the main office of First National Bank will become a full-service branch of Unified Bank. This merger with PPCB and First National Bank will add approximately $60.7 million in assets, $6.7 million in loans, $55.4 million of deposits and $5.0 million in consolidated equity to our Company. In addition, this transaction will develop a presence for our Company in Southern Belmont County, which has seen nice growth in recent years relating to the oil and gas development in this area. This new market also has the potential for much more growth with the expected announcement of the building of a much anticipated ethane cracker plant. We look forward, with much anticipation, to welcoming Powhatan Point Community Bancshares to the United Bancorp Family!”

Everson concluded, “As always, one of our primary focuses is to reward our valued shareholders by paying a solid cash dividend. With our improving earnings in 2018, we increased our quarterly cash dividend payout level during the first quarter of this year. On a year-over-year basis as of September 30, 2018, our Company paid cash dividends of $0.39 versus $0.34 in 2017, an increase of 14.7%. At our present quarterly cash dividend payout level of $0.13, our Company’s stock has a forward dividend yield of 3.95%, which is significantly higher than the average cash dividend yield seen within our industry. Our other primary focus continues to be growing our shareholders’ investment in our Company through profitable operations and strategic growth. As of the most recent quarter end, our market value was $13.15, which is up from the same period in the previous year by $1.15 or 9.6%. We will continue to keenly focus on these two key areas to create additional value for our loyal shareholders. Overall, we are pleased with the improving performance of our Company during the first nine months of 2018 and the direction that we are going. With the positive growth that we have experienced so far in 2018, and with the anticipated growth that will occur during the remainder of the current year, we are extremely optimistic about our potential to further improve the earnings of our Company and look forward to realizing this upside potential in future periods!”

United Bancorp, Inc. is headquartered in Martins Ferry, Ohio and has total assets of $525.3 million and total shareholder’s equity of $45.1 million as of September 30, 2018. Through its single bank charter, Unified Bank, the Company has eighteen banking offices that serve the Ohio Counties of Athens, Belmont, Carroll, Fairfield, Harrison, Jefferson and Tuscarawas. The Company also operates a Loan Production Office in Wheeling, WV. United Bancorp, Inc. is a part of the Russell Microcap Index and trades on the NASDAQ Capital Market tier of the NASDAQ Stock Market under the symbol UBCP, Cusip #909911109.

Certain statements contained herein are not based on historical facts and are “forward-looking statements” within the meaning of Section 21A of the Securities Exchange Act of 1934. Forward-looking statements, which are based on various assumptions (some of which are beyond the Company’s control), may be identified by reference to a future period or periods, or by the use of forward-looking terminology, such as “may,” “will,” “believe,” “expect,” “estimate,” “anticipate,” “continue,” or similar terms or variations on those terms, or the negative of these terms. Actual results could differ materially from those set forth in forward-looking statements, due to a variety of factors, including, but not limited to, those related to the economic environment, particularly in the market areas in which the company operates, competitive products and pricing, fiscal and monetary policies of the U.S. Government, changes in government regulations affecting financial institutions, including regulatory fees and capital requirements, changes in prevailing interest rates, acquisitions and the integration of acquired businesses, credit risk management, asset/liability management, changes in the financial and securities markets, including changes with respect to the market value of our financial assets, and the availability of and costs associated with sources of liquidity. The Company undertakes no obligation to update or carry forward-looking statements, whether as a result of new information, future events or otherwise.



     For the Three Months Ended September 30,     %      $  
     2018     2017     Change      Change  



Interest income on loans

   $ 4,599,416     $ 4,006,013       14.81    $ 593,403  

Loan fees

     283,792       340,595       -16.68    $ (56,803

Interest income on securities

     639,308       240,862       165.43    $ 398,446  







Total interest income

     5,522,516       4,587,470       20.38    $ 935,046  

Total interest expense

     893,332       449,879       98.57    $ 443,453  







Net interest income

     4,629,184       4,137,591       11.88    $ 491,593  

Provision for loan losses

     72,000       24,999       188.01    $ 47,001  

Net interest income after provision for loan losses

     4,557,184       4,112,592       10.81    $ 444,592  

Service charges on deposit accounts

     666,255       632,917       5.27    $ 33,338  

Net realized gains on sale of loans

     17,652       43,632       -59.54    $ (25,980

Other noninterest income

     213,027       214,841       -0.84    $ (1,814







Total noninterest income

     896,934       891,390       0.62    $ 5,544  

Total noninterest expense

     3,855,586       3,467,483       11.19    $ 388,103  

Earnings before taxes

     1,598,532       1,536,499       4.04    $ 62,033  

Income tax expense

     268,199       536,144       -49.98    $ (267,945










Net income

   $ 1,330,333     $ 1,000,355       32.99    $ 329,978  

Per share


Earnings per common share—Basic

   $ 0.26     $ 0.20       30.00   

Earnings per common share—Diluted

     0.25       0.20       25.00   

Cash Dividends paid

     0.13       0.20       8.33   

Annualized yield based on quarter end close

     3.95     4.00     N/A     

Shares Outstanding



     5,004,280       4,882,238       —       


     5,229,729       5,009,331       —       

Common stock, shares issued

     5,560,304       5,435,304       —       

Shares used for Book Value Computation

     4,881,928       4,891,568       

Shares held as treasury stock

     5,744       5,744       —       
     For the Nine Months Ended September 30,     %         
     2018     2017     Change         



Interest income on loans

   $ 13,056,340     $ 11,775,585       10.88    $ 1,280,755  

Loan fees

     720,149       682,507       5.52    $ 37,642  

Interest income on securities

     1,478,232       603,041       145.13    $ 875,191  







Total interest income

     15,254,721       13,061,133       16.79    $ 2,193,588  

Total interest expense

     2,122,999       1,325,452       60.17    $ 797,547  







Net interest income

     13,131,722       11,735,681       11.90    $ 1,396,041  

Provision for loan losses

     201,000       74,997       168.01    $ 126,003  

Net interest income after provision for loan losses

     12,930,722       11,660,684       10.89    $ 1,270,038  

Service charges on deposit accounts

     1,947,421       1,861,938       4.59    $ 85,483  

Net realized gains on sale of loans

     54,418       87,919       -38.10    $ (33,501

Other noninterest income

     663,227       642,508       3.22    $ 20,719  







Total noninterest income

     2,665,066       2,592,365       2.80    $ 72,701  

Total noninterest expense

     11,188,479       10,166,518       10.05    $ 1,021,961  

Earnings before income taxes

     4,407,309       4,086,531       7.85    $ 320,778  

Income tax expense

     716,549       1,320,126       -45.72    $ (603,577







Net income

   $ 3,690,760     $ 2,766,405       33.41    $ 924,355  

Per share


Earnings per common share—Basic

   $ 0.72     $ 0.57       26.32   

Earnings per common share—Diluted

     0.69       0.55       25.45   

Cash dividends paid

     0.39       0.34       14.71   

Shares Outstanding



     4,990,110       4,890,072       —       


     5,215,559       5,018,165       —       

At quarter end


Total assets

   $ 525,278,642     $ 454,510,726       15.57    $ 70,767,916  

Total assets (average)

     491,841,000       445,687,000       10.36    $ 46,154,000  

Other real estate and repossessions

     387,225       434,410       -10.86    $ (47,185

Gross loans

     393,181,843       360,389,266       9.10    $ 32,792,577  

Allowance for loan losses

     2,003,868       2,195,154       -8.71    $ (191,286







Net loans

     391,177,975       358,194,112       9.21    $ 32,983,863  

Net loans (charge offs)

     (237,986     (154,453     54.08    $ (83,533

Net overdrafts (charge offs)

     (81,383     (66,728     21.96    $ (14,655







Total net (charge offs)

     (319,369     (221,181     44.39    $ (98,188

Non-accrual loans

     1,294,611       1,296,734       -0.16    $ (2,123

Loans past due 30+ days (excludes non accrual loans)

     334,253       1,376,217       -75.71    $ (1,041,964

Average loans

     376,005,000       354,352,000       6.11    $ 21,653,000  

Cash and due from Federal Reserve Bank

     12,910,291       23,107,713       -44.13    $ (10,197,422

Average cash and due from Federal Reserve Bank

     13,043,000       20,569,000       -36.59    $ (7,526,000

Securities and other required stock

     90,630,172       43,293,374       109.34    $ 47,336,798  

Average securities and other required stock

     75,253,000       42,891,000       75.45    $ 32,362,000  

Average total deposits

     408,419,000       363,716,000       12.29    $ 44,703,000  

Total deposits

     434,331,092       380,850,293       14.04    $ 53,480,799  

Non interest bearing demand

     92,996,212       71,591,191       29.90    $ 21,405,021  

Interest bearing demand

     175,607,791       162,050,541       8.37    $ 13,557,250  


     80,649,300       81,769,581       -1.37    $ (1,120,281


     85,077,789       65,438,980       30.01    $ 19,638,809  

Securities sold under agreements to repurchase

     15,399,352       16,188,286       -4.87    $ (788,934

Advances from the Federal Home Loan Bank

     22,138,879       5,257,119       321.12    $ 16,881,760  

Overnight advances

     22,000,000       —         N/A      $ 22,000,000  

Term advances

     138,879       5,257,119       -97.36    $ (5,118,240

Shareholders’ equity

     45,112,465       44,115,972       2.26    $ 996,493  

Shareholders’ equity (average)

     45,112,000       44,116,000       2.26    $ 996,000  

Stock data


Market value—last close (end of period)

   $ 13.15     $ 12.00       9.58   

Dividend payout ratio

     56.52     61.82     -8.57   

Book value (end of period)

     9.24       9.02       2.44   

Market price to book value

     142.32     133.04     6.97   

Key performance ratios


Return on average assets (ROA)

     1.00     0.83     0.17   

Return on average equity (ROE)

     10.91     8.36     2.55   

Net interest margin (federal tax equivalent)

     3.90     3.80     0.10   

Interest expense to average assets

     0.58     0.40     0.18   

Total allowance for loan losses to nonaccrual loans

     154.79     169.28     -14.49   

Total allowance for loan losses to total loans

     0.51     0.61     -0.09   

Nonaccrual loans to total loans

     0.33     0.36     0.03   

Nonaccrual assets to average assets

     0.34     0.39     0.05   

Net charge-offs to average loans

     0.08     0.06     0.02   

Equity to assets at period end

     8.59     9.71     -1.12   

Full time equivalent (FTE) employees

     121       113       7.08   
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