Toggle SGML Header (+)


Section 1: 10-Q (10-Q)

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

(Markd One)

 

x       QUARTERLY REPORT PURSUANT TO 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended   September 30, 2018  

 

OR

 

¨       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT

 

For the transition period from                          to                          

 

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  43935-0010
(Address of principal executive offices)
 
(740) 633-0445
(Registrant’s telephone number, including area code)
 
N/A
(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 ¨

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).

Yes x      No ¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “accelerated filer”, “large accelerated filer,” and “small reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ¨        Accelerated filer ¨        Non-accelerated filer x        Smaller Reporting Company x

Emerging Growth Company ¨

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)
Yes ¨        No x

 

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.         ¨

 

Indicate the number of shares outstanding of the issuer’s classes of common stock as of the latest practicable date: As of November 9, 2018, 5,743,018 shares of the Company’s common stock, $1.00 par value, were issued and outstanding.

 

 

 

   

 

 

PART I - FINANCIAL INFORMATION
   
  Item 1   Condensed Consolidated Balance Sheets 3
    Condensed Consolidated Statements of Income 4
    Condensed Consolidated Statements of Comprehensive Income 5
    Condensed Consolidated Statements of Cash Flows 6
    Notes to Condensed Consolidated Financial Statements 8
   
  Item 2   Management’s Discussion and Analysis of Financial Condition and Results of Operations 38
       
  Item 3   Quantitative and Qualitative Disclosures About Market Risk 47
       
  Item 4 Controls and Procedures 48
       
PART II - OTHER INFORMATION
 
  Item 1 Legal Proceedings 49
       
  Item 1A Risk Factors 49
       
  Item 2 Unregistered Sales of Equity Securities and Use of Proceeds 49
       
  Item 3 Defaults Upon Senior Securities 49
       
  Item 4 Other Information 49
       
  Item 5 Exhibits 50
       
SIGNATURES 51

 

  2

 

 

ITEM 1. Financial Statements

 

United Bancorp, Inc.

Condensed Consolidated Balance Sheets

(In thousands, except share data)

  

   September 30,   December 31, 
  2018   2017 
    (Unaudited)      
Assets          
Cash and due from banks  $4,868   $4,662 
Interest-bearing demand deposits   8,042    9,653 
Cash and cash equivalents   12,910    14,315 
Available-for-sale securities   86,466    44,959 
Loans, net of allowance for loan losses of $2,004 and $2,122 at September 30, 2018 and December 31, 2017, respectively   391,178    366,467 
Premises and equipment   11,645    11,740 
Federal Home Loan Bank stock   4,164    4,164 
Foreclosed assets held for sale, net   387    397 
Accrued interest receivable   1,567    993 
Deferred income taxes   851    349 
Bank-owned life insurance   12,334    12,114 
Other assets   3,777    3,834 
Total assets  $525,279   $459,332 
           
Liabilities and Stockholders’ Equity          
Liabilities          
Deposits          
Demand  $268,604   $237,980 
Savings   80,649    82,169 
Time   85,078    65,817 
Total deposits   434,331    385,966 
           
Securities sold under repurchase agreements   15,399    11,085 
Federal Home Loan Bank advances   22,139    10,022 
Subordinated debentures   4,124    4,124 
Interest payable and other liabilities   4,174    4,240 
Total liabilities   480,167    415,437 
           
Stockholders’ Equity          
Preferred stock, no par value, authorized 2,000,000 shares;
no shares issued
   ––    –– 
Common stock, $1 par value; authorized 10,000,000 shares; issued
2018 –5,560,304 shares, 2017 – 5,435,304 shares; outstanding 2018 – 5,376,471, 2017  - 5,244,105
   5,560    5,435 
Additional paid-in capital   18,052    18,020 
Retained earnings   24,795    23,260 
Stock held by deferred compensation plan; 2018 –178,089 shares, 2017 – 185,355 shares   (1,622)   (1,671)
Unearned ESOP compensation    (474)   (683)
Accumulated other comprehensive loss   (1,153)   (420)
Treasury stock, at cost 2018 –5,744 shares, 2017 – 5,744 shares   (46)   (46)
Total stockholders’ equity   45,112    43,895 
Total liabilities and stockholders’ equity  $525,279   $459,332 

 

See Notes to Condensed Consolidated Financial Statements

 

  3

 

 

United Bancorp, Inc.

Condensed Consolidated Statements of Income

(In thousands, except per share data)

(Unaudited)

 

   Three months ended   Nine months ended 
   September 30,   September 30, 
   2018   2017   2018   2017 
Interest and dividend income                    
Loans, including fees  $4,883   $4,345   $13,776   $12,457 
Taxable securities   189    118    544    330 
Non-taxable securities   361        674    7 
Federal funds sold   27    68    78    115 
Dividends on Federal Home Loan Bank stock and other   63    55    183    151 
Total interest and dividend income   5,523    4,586    15,255    13,060 
                     
Interest expense                    
Deposits                    
Demand   378    144    922    331 
Savings   10    9    29    28 
Time   253    182    680    500 
Borrowings   252    114    492    466 
Total interest expense   893    449    2,123    1,325 
Net interest income   4,630    4,137    13,132    11,735 
                     
Provision for loan losses   72    25    201    75 
Net interest income after provision for loan losses   4,558    4,112    12,931    11,660 
                     
Noninterest income                    
Service charges on deposit accounts   667    633    1,948    1,862 
Realized gains on sales of loans   17    44    54    88 
Other income   213    215    663    643 
Total noninterest income   897    892    2,665    2,593 
                     
Noninterest expense                    
Salaries and employee benefits   1,970    1,799    5,678    5,391 
Net occupancy and equipment expense   515    529    1,602    1,562 
Professional services   331    145    820    573 
Insurance   108    91    316    230 
Deposit insurance premiums   48    53    123    141 
Franchise and other taxes   102    97    300    277 
Advertising   138    108    400    317 
Stationery and office supplies   30    24    104    93 
                     
Net realized (gain) loss on sale of other real estate and repossessions   (12)   16    6    12 
Other expenses   625    594    1,839    1,571 
Total noninterest expense   3,855    3,456    11,188    10,167 
Income before federal income taxes   1,600    1,548    4,408    4,086 
                     
Federal income taxes   269    548    717    1,320 
Net income   $ 1,331   $1,000   $3,691   $2,766 
                     
EARNINGS PER COMMON SHARE                    
Basic  $0.26   $0.20   $0.72   $0.56 
Diluted  $0.25   $0.20   $0.69   $0.55 
DIVIDENDS PER COMMON SHARE  $0.13   $0.12   $0.39   $0.34 

 

See Notes to Condensed Consolidated Financial Statements

 

  4

 

 

United Bancorp, Inc.

Condensed Consolidated Statements of Comprehensive Income

(In thousands)

(Unaudited)

 

   Three months ended   Nine months ended 
   September 30,   September 30, 
   2018   2017   2018   2017 
                 
Net income  $1,331   $1,000   $3,691   $2,766 
                     
Unrealized holding gains (losses) on securities during the period, net of tax (benefits) of $(171), ($4),  ($195) and $123 for each respective period   (642)   (8)   (732)   240 
                     
Comprehensive income  $689   $992   $2,959   $3,006 

 

See Notes to Condensed Consolidated Financial Statements

 

  5

 

 

United Bancorp, Inc.

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

 

   Nine months ended 
   September 30, 
   2018   2017 
Operating Activities          
Net income  $3,691   $2,766 
Items not requiring (providing) cash          
Accretion of premiums and discounts on securities, net   80     
Depreciation and amortization   712    683 
Expense related to share based compensation plans   205    104 
Expense related to ESOP   210    210 
Provision for loan losses   201    75 
Increase in value of bank-owned life insurance   (220)   (227)
Gain on sale of loans   (54)   (88)
Proceeds from sale of loans held for sale   2,621    3,860 
Originations of loans held for sale   (2,567)   (3,772)
(Gain) Loss on sale or write down of foreclosed assets   (15)   12 
Amortization of mortgage servicing rights   28    5 
Net change in accrued interest receivable and other assets   (886)   (1,660)
Net change in accrued expenses and other liabilities   (67)   773 
           
Net cash provided by operating activities   3,939    2,741 
           
Investing Activities          
Securities available for sale:          
Maturities, prepayments and calls       7,249 
Purchases   (42,514)   (6,248)
Net change in loans   (25,138)   (3,909)
Purchases of premises and equipment   (617)   (674)
Proceeds from sale of foreclosed assets   285    9 
           
Net cash used in investing activities   (67,984)   (3,573)

 

See Notes to Condensed Consolidated Financial Statements

 

  6

 

 

United Bancorp, Inc.

Condensed Consolidated Statements of Cash Flows (continued)

(In thousands)

(Unaudited)

 

   Nine months ended 
   September 30, 
   2018   2017 
Financing Activities          
Net change in deposits  $48,365   $42,048 
Net change in securities sold under repurchase agreements   4,314    6,795 
Net change in FHLB overnight borrowings   12,200    (19,500)
Repayments of long-term borrowings   (83)   (15,098)
Cash dividends paid on common stock   (2,156)   (1,846)
           
Net cash provided by financing activities   62,640    12,399 
           
(Decrease) Increase  in Cash and Cash Equivalents   (1,405)   11,567 
Cash and Cash Equivalents, Beginning of Period   14,315    11,541 
           
Cash and Cash Equivalents, End of Period  $12,910   $23,108 
           
Supplemental Cash Flows Information          
Interest paid on deposits and borrowings  $2,046   $1,370 
           
Federal income taxes paid  $665   $448 
           
Supplemental Disclosure of Non-Cash Investing and Financing Activities          
Transfers from loans to foreclosed assets held for sale  $280   $ 

 

See Notes to Condensed Consolidated Financial Statements

 

  7

 

 

United Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

For the Three and Nine Months Ended September 30, 2018 and 2017

 

Note 1:Summary of Significant Accounting Policies

 

These interim financial statements are prepared without audit and reflect all adjustments which, in the opinion of management, are necessary to present fairly the financial position of United Bancorp, Inc. (“Company”) at September 30, 2018, and its results of operations and cash flows for the interim periods presented. All such adjustments are normal and recurring in nature. The accompanying condensed consolidated financial statements have been prepared in accordance with the instructions for Form 10-Q and, therefore, do not purport to contain all the necessary financial disclosures required by accounting principles generally accepted in the United States of America that might otherwise be necessary in the circumstances and should be read in conjunction with the Company’s consolidated financial statements and related notes for the year ended December 31, 2017 included in its Annual Report on Form 10-K. Reference is made to the accounting policies of the Company described in the Notes to the Consolidated Financial Statements contained in its Annual Report on Form 10-K. The results of operations for the three months and nine months ended September 30, 2018, are not necessarily indicative of the results to be expected for the full year. The condensed consolidated balance sheet of the Company as of December 31, 2017 has been derived from the audited consolidated balance sheet of the Company as of that date.

 

Principles of Consolidation

 

The consolidated financial statements include the accounts of United Bancorp, Inc. (“United” or “the Company”) and its wholly-owned subsidiary, Unified Bank of Martins Ferry, Ohio (“the Bank”). All intercompany transactions and balances have been eliminated in consolidation.

 

Nature of Operations

 

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, Jefferson and Tuscarawas Counties and the surrounding localities in northeastern, east-central and southeastern Ohio and include a wide range of individuals, businesses and other organizations. Unified Bank conducts its business through its main office in Martins Ferry, Ohio and branches in Amesville, Bridgeport, Colerain, Dellroy, Dillonvale, Dover, Glouster, Jewett, Lancaster Downtown, Lancaster East, Nelsonville, New Philadelphia, St. Clairsville East, St. Clairsville West, Sherrodsville, Strasburg and Tiltonsville, Ohio. The Bank also operates a Loan Production Office in Wheeling, West Virginia.

 

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 and are not considered “sub prime” type loans. The targeted lending areas of our Bank operations encompass four separate metropolitan areas, minimizing the risk to changes in economic conditions in the communities housing the Company’s branch locations.

 

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 and fiscal policies, that are outside of management’s control.

 

Revenue Recognition

 

Accounting Standards Codification ("ASC") 606, Revenue from Contracts with Customers ("ASC 606"), establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity's contracts to provide goods or services to customers. The core principle requires an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration that it expects to be entitled to receive in exchange for those goods or services recognized as performance obligations are satisfied.

 

  8

 

 

United Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

For the Three and Nine Months Ended September 30, 2018 and 2017

 

The majority of our revenue-generating transactions are not subject to ASC 606, including revenue generated from financial instruments, such as our loans, investment securities, as well as revenue related to our mortgage banking activities, as these activities are subject to other GAAP discussed elsewhere within our disclosures.

 

Descriptions of our revenue-generating activities that are within the scope of ASC 606, which are presented in our income statements as components of non-interest income are as follows:

 

Service charges on deposit accounts - these represent general service fees for monthly account maintenance and activity- or transaction-based fees and consist of transaction-based revenue, time-based revenue (service period), item-based revenue or some other individual attribute-based revenue. Revenue is recognized when our performance obligation is completed which is generally monthly for account maintenance services or when a transaction has been completed (such as a wire transfer). Payment for such performance obligations are generally received at the time the performance obligations are satisfied.

 

Use of Estimates

 

To prepare financial statements in conformity with accounting principles generally accepted in the United States of America, management makes estimates and assumptions based on available information. These estimates and assumptions affect the amounts reported in the financial statements and the disclosures provided and future results could differ. The allowance for loan losses and fair values of financial instruments are particularly subject to change.

 

Loans

 

Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoffs are reported at their outstanding principal balances adjusted for unearned income, charge-offs, the allowance for loan losses, any unamortized deferred fees or costs on originated loans and unamortized premiums or discounts on purchased loans.

 

For loans amortized at cost, interest income is accrued based on the unpaid principal balance. Loan origination fees, net of certain direct origination costs, as well as premiums and discounts, are deferred and amortized as a level yield adjustment over the respective term of the loan.

 

For all loan classes, the accrual of interest is discontinued at the time the loan is 90 days past due unless the credit is well-secured and in process of collection. Past due status is based on contractual terms of the loan. For all loan classes, the entire balance of the loan is considered past due if the minimum payment contractually required to be paid is not received by the contractual due date. For all loan classes, loans are placed on nonaccrual or charged off at an earlier date if collection of principal or interest is considered doubtful.

 

Management’s general practice is to proactively charge down loans individually evaluated for impairment to the fair value of the underlying collateral. Consistent with regulatory guidance, charge-offs on all loan segments are taken when specific loans, or portions thereof, are considered uncollectible. The Company’s policy is to promptly charge these loans off in the period the uncollectible loss is reasonably determined.

 

For all loan portfolio segments except residential and consumer loans, the Company promptly charges-off loans, or portions thereof, when available information confirms that specific loans are uncollectible based on information that includes, but is not limited to, (1) the deteriorating financial condition of the borrower, (2) declining collateral values, and/or (3) legal action, including bankruptcy, that impairs the borrower’s ability to adequately meet its obligations. For impaired loans that are considered to be solely collateral dependent, a partial charge-off is recorded when a loss has been confirmed by an updated appraisal or other appropriate valuation of the collateral.

 

The Company charges-off residential and consumer loans when the Company reasonably determines the amount of the loss. The Company adheres to timeframes established by applicable regulatory guidance which provides for the charge-down of 1-4 family first and junior lien mortgages to the net realizable value less costs to sell when the loan is 120 days past due, charge-off of unsecured open-end loans when the loan is 120 days past due, and charge down to the net realizable value when other secured loans are 120 days past due. Loans at these respective delinquency thresholds for which the Company can clearly document that the loan is both well-secured and in the process of collection, such that collection will occur regardless of delinquency status, need not be charged off.

 

  9

 

 

United Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

For the Three and Nine Months Ended September 30, 2018 and 2017

  

For all classes, all interest accrued but not collected for loans that are placed on nonaccrual or charged off are reversed against interest income. The interest on these loans is accounted for on the 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. Nonaccrual loans are returned to accrual status when, in the opinion of management, the financial position of the borrower indicates there is no longer any reasonable doubt as to the timely collection of interest or principal. The Company requires a period of satisfactory performance of not less than six months before returning a nonaccrual loan to accrual status.

 

When cash payments are received on impaired loans in each loan class, the Company records the payment as interest income unless collection of the remaining recorded principal amount is doubtful, at which time payments are used to reduce the principal balance of the loan. Troubled debt restructured loans recognize interest income on an accrual basis at the renegotiated rate if the loan is in compliance with the modified terms, no principal reduction has been granted and the loan has demonstrated the ability to perform in accordance with the renegotiated terms for a period of at least six months.

 

Allowance for Loan Losses

 

The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to income. Loan losses are charged against the allowance when management believes the uncollectability of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance.

 

The allowance for loan losses is evaluated on a regular basis by management and is based upon management’s periodic review of the collectability of the loans in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral and prevailing economic conditions. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available.

 

The allowance consists of allocated and general components. The allocated component relates to loans that are classified as impaired. For those loans that are classified as impaired, an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan. The general component covers non-impaired loans and is based on historical charge-off experience by segment. The historical loss experience is determined by portfolio segment and is based on the actual loss history experienced by the Company over the prior five years. Management believes the five year historical loss experience methodology is appropriate in the current economic environment. Other adjustments (qualitative/environmental considerations) for each segment may be added to the allowance for each loan segment after an assessment of internal or external influences on credit quality that are not fully reflected in the historical loss or risk rating data.

 

  10

 

 

United Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

For the Three and Nine Months Ended September 30, 2018 and 2017

  

A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value and the probability of collecting scheduled principal and interest payments when due based on the loan’s current payment status and the borrower’s financial condition including available sources of cash flows. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record and the amount of the shortfall in relation to the principal and interest owed. Impairment is measured on a loan-by-loan basis for non-homogenous type loans such as commercial, non-owner residential and construction loans by either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price or the fair value of the collateral if the loan is collateral dependent. For impaired loans where the Company utilizes the discounted cash flows to determine the level of impairment, the Company includes the entire change in the present value of cash flows as bad debt expense.

 

The fair values of collateral dependent impaired loans are based on independent appraisals of the collateral. In general, the Company acquires an updated appraisal upon identification of impairment and annually thereafter for commercial, commercial real estate and multi-family loans. If the most recent appraisal is over a year old, and a new appraisal is not performed, due to lack of comparable values or other reasons, the existing appraisal is utilized and discounted generally 10% - 35% based on the age of the appraisal, condition of the subject property, and overall economic conditions. After determining the collateral value as described, the fair value is calculated based on the determined collateral value less selling expenses. The potential for outdated appraisal values is considered in our determination of the allowance for loan losses through our analysis of various trends and conditions including the local economy, trends in charge-offs and delinquencies, etc. and the related qualitative adjustments assigned by the Company.

 

Segments of loans with similar risk characteristics are collectively evaluated for impairment based on the segment’s historical loss experience adjusted for changes in trends, conditions and other relevant factors that affect repayment of the loans. Accordingly, the Company does not separately identify individual consumer and residential loans for impairment measurements, unless such loans are the subject of a restructuring agreement due to financial difficulties of the borrower.

 

In the course of working with borrowers, the Company may choose to restructure the contractual terms of certain loans. In this scenario, the Company attempts to work-out an alternative payment schedule with the borrower in order to optimize collectability of the loan. Any loans that are modified are reviewed by the Company to identify if a troubled debt restructuring (“TDR”) has occurred, which is when, for economic or legal reasons related to a borrower’s financial difficulties, the Company grants a concession to the borrower that it would not otherwise consider. Terms may be modified to fit the ability of the borrower to repay in line with its current financial status and the restructuring of the loan may include the transfer of assets from the borrower to satisfy the debt, a modification of loan terms, or a combination of the two. If such efforts by the Company do not result in a satisfactory arrangement, the loan is referred to legal counsel, at which time foreclosure proceedings are initiated. At any time prior to a sale of the property at foreclosure, the Company may terminate foreclosure proceedings if the borrower is able to work-out a satisfactory payment plan.

 

It is the Company’s policy to have any restructured loans which are on nonaccrual status prior to being restructured remain on nonaccrual status until six months of satisfactory borrower performance at which time management would consider its return to accrual status. If a loan was accruing at the time of restructuring, the Company reviews the loan to determine if it is appropriate to continue the accrual of interest on the restructured loan.

 

  11

 

 

United Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

For the Three and Nine Months Ended September 30, 2018 and 2017

 

With regard to determination of the amount of the allowance for credit losses, trouble debt restructured loans are considered to be impaired. As a result, the determination of the amount of impaired loans for each portfolio segment within troubled debt restructurings is the same as detailed previously.

 

Earnings Per Share

 

Basic earnings per share represents income available to common stockholders divided by the weighted-average number of common shares outstanding during each period. Diluted earnings per share reflects additional potential common shares that would have been outstanding if dilutive potential common shares had been issued, as well as any adjustment to income that would result from the assumed issuance. Potential common shares that may be issued by the Company relate to outstanding stock options and restricted stock awards and are determined using the treasury stock method.

 

Treasury stock shares, deferred compensation shares and unearned ESOP shares are not deemed outstanding for earnings per share calculations.

 

   Three months ended
September 30,
   Nine months ended
September 30,
 
   2018   2017   2018   2017 
   (In thousands, except share and per share data) 
     
Basic                    
Net income  $1,331   $1,000   $3,691   $2,766 
Dividends on non-vested restricted stock   (26)   (9)   (79)   (26)
Net income allocated to stockholders  $1,305   $991   $3,612   $2,740 
Weighted average common shares outstanding   5,004,280    4,882,238    4,990,110    4,855,305 
Basic earnings per common share  $0.26   $0.20   $0.72   $0.56 
                     
Diluted                    
Net income allocated to stockholders  $1,305   $991   $3,612   $2,740 
Weighted average common shares outstanding for basic earnings per common share   5,004,280    4,882,238    4,990,110    4,855,305 
Add:  Dilutive effects of assumed exercise of stock options and restricted stock   172,975    127,093    225,449    128,093 
Average shares and dilutive potential common shares   5,177,255    5,009,331    5,215,559    4,983,395 
                     
Diluted earnings per common share  $0.25   $0.20   $0.69   $0.55 

 

Income Taxes

 

The Company is subject to income taxes in the U.S. federal jurisdiction, as well as various state jurisdictions. Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations and require significant judgment to apply. With few exceptions, the Company is no longer subject to U.S. federal, state and local income tax examinations by tax authorities for the years before 2014.

 

  12

 

 

United Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

For the Three and Nine Months Ended September 30, 2018 and 2017

 

Recently Adopted Accounting Pronouncements

 

ASU No. 2018-02 was issued in February 2018 to provide guidance to allow a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Act. Consequently, the amendments eliminate the stranded tax effects resulting from the Tax Act and will improve usefulness of information reported to financial statement users. The amendments in this ASU will also require certain disclosures about stranded tax effects and is effective for fiscal years beginning after December 31, 2018. The Company early adopted ASU 2018-02 effective January 1, 2018 and reclassified approximately $48,000 in stranded tax effects in the adoption using the specific identification method.

 

ASU No. 2017-09 was issued in May 2017 and provides guidance about which changes to the terms or condition of a share-based payment award require and entity to apply modification accounting in Topic 718. The amendments in this Update are effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. The Company has adopted ASU 2017-09 on January 1, 2018 and it did not have a significant impact on its accounting and disclosures.

 

ASU No. 2017-07 was issued in March 2017 and applies to all employers that offer to their employees defined benefit pension plans, other postretirement benefit plans, or other types of benefits accounted for under Topic 715. The amendments in this update require that an employer report the service cost component in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period. The other components of net benefit cost, as defined, are required to be presented in the income statement separately from the service cost component and outside a subtotal of income from operations, if one is presented. If a separate line item or items are not used, the line item or items used in the income statement to present the other components of net benefit cost must be disclosed. The amendments in ASU No. 2017-07 are effective for public business entities for annual periods beginning after December 15, 2017, including interim periods within those annual periods. The amendments in this update are to be applied retrospectively for the presentation of the service cost component and the other components of net periodic pension cost and net periodic postretirement benefit cost in the income statement. The Company has adopted ASU 2017-07 on January 1, 2018 and it did not have a significant impact on its accounting and disclosures.

 

In August 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2016-15 "Statement of Cash Flows (Topic 230) - Classification of Certain Cash Receipts and Cash Payments." ASU 2016-15 provides cash flow statement classification guidance for certain transactions including how the predominance principle should be applied when cash receipts and cash payments have aspects of more than one class of cash flows. The guidance is effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The Company has adopted ASU 2016-15 on January 1, 2018 and it did not have a significant impact on its accounting and disclosures.

 

ASU No. 2016-01 was issued in January 2016 and applies to all entities that hold financial assets or owe financial liabilities. ASU 2016-01 is intended to improve the recognition and measurement of financial instruments by requiring equity investments to be measured at fair value with changes in fair value recognized in net income; requiring public entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; requiring separate presentation of financial assets and financial liabilities by measurement category and form of financial asset on the balance sheet or the accompanying notes to the financial statements; eliminating the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured and amortized at cost on the balance sheet; and requiring a reporting organization to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instruments specific credit risk when the organization has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. ASU 2016-01 is effective for annual periods and interim periods within those periods, beginning after December 15, 2017. The amendments should be applied by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption. The amendments related to equity securities without readily determinable fair values (including disclosure requirements) should be applied prospectively to equity instruments that exist as of the date of adoption. The Company has adopted ASU 2016-01 on January 1, 2018 and it did not have a material effect on its fair value disclosures and other disclosure requirements. These amendments did have an impact on certain items that were disclosed at fair value that did not utilize the exit price notion when measuring fair value. For additional information on fair value of assets and liabilities, see Note 7.

 

  13

 

 

United Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

For the Three and Nine Months Ended September 30, 2018 and 2017

 

In May 2014, the FASB issued ASU No. 2014-09 “Revenue from Contracts with Customers (Topic 606)” (ASU 2014-09). This update to the ASC is the culmination of efforts by the FASB and the International Accounting Standards Board (IASB) to develop a common revenue standard for U.S. GAAP and International Financial Reporting Standards (IFRS). ASU 2014-09 supersedes Topic 605 – Revenue Recognition and most industry-specific guidance. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance in ASU 2014-09 describes a 5-step process entities can apply to achieve the core principle of revenue recognition and requires disclosures sufficient to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers and the significant judgments used in determining that information. Originally, the amendments in ASU 2014-09 were effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period and early application is not allowed. In July 2015, the FASB extended the implementation date to annual reporting periods beginning after December 15, 2017 including interim periods within that reporting period. Transitional guidance is included in the update. Earlier adoption is permitted only as of annual reporting periods beginning after December 31, 2016, including interim periods within that reporting period. The Company’s revenue is comprised of net interest income, which is explicitly excluded from the scope of ASU 2014-09, and non interest income. The Company has adopted ASU 2014-09 on January 1, 2018 and it did not identify any changes in the timing of revenue recognition when considering the amended accounting guidance. The Company included additional disclosures beginning in the first quarter of 2018 as required by the guidance.

 

Recent Accounting Pronouncements

 

In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments-Credit Losses (Topic 326) - Measurement of Credit Losses on Financial Instruments.” The provisions of ASU 2016-13 were issued to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments that are not accounted for at fair value through net income, including loans held for investment, held-to-maturity debt securities, trade and other receivables, net investment in leases and other commitments to extend credit held by a reporting entity at each reporting date. ASU 2016-13 requires that financial assets measured at amortized cost be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The amendments in ASU 2016-13 eliminate the probable incurred loss recognition in current GAAP and reflect an entity’s current estimate of all expected credit losses. The measurement of expected credit losses is based upon historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the financial assets. 

 

For purchased financial assets with a more-than-insignificant amount of credit deterioration since origination (“PCD assets”) that are measured at amortized cost, the initial allowance for credit losses is added to the purchase price rather than being reported as a credit loss expense. Subsequent changes in the allowance for credit losses on PCD assets are recognized through the statement of income as a credit loss expense.

 

  14

 

 

United Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

For the Three and Nine Months Ended September 30, 2018 and 2017

  

Credit losses relating to available-for-sale debt securities will be recorded through an allowance for credit losses rather than as a direct write-down to the security. 

 

ASU 2016-13 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company is currently evaluating the impact of these amendments to the Company’s financial position and results of operations and currently does not know or cannot reasonably quantify the impact of the adoption of the amendments as a result of the complexity and extensive changes from the amendments. The Allowance for Loan Losses (ALL) estimate is material to the Company and given the change from an incurred loss model to a methodology that considers the credit loss over the life of the loan, there is the potential for an increase in the ALL at adoption date. The Company is anticipating a significant change in the processes and procedures to calculate the ALL, including changes in assumptions and estimates to consider expected credit losses over the life of the loan versus the current accounting practice that utilizes the incurred loss model. In addition, the current accounting policy and procedures for the other-than-temporary impairment on available-for-sale securities will be replaced with an allowance approach. The Company continues to work with an outside vendor on data collection and reviewing segmentation to ensure it is fully compliant with the amendments at adoption date. For additional information on the allowance for loan losses, see Note 4.

 

On February 25, 2016, the FASB issued ASU 2016-02 “Leases (Topic 842).” ASU 2016-02 is intended to improve financial reporting about leasing transactions. This ASU affects all companies and other organization that lease assets such as real estate, airplanes, and manufacturing equipment.

 

Under the current accounting model, an organization applies a classification test to determine the accounting for the lease arrangement:

 

(a)Some leases are classified as capital where by the lessee would recognize lease assets and liabilities on the balance sheet.
(b)Other leases are classified as operating leases whereby the lessee would not recognize lease assets and liabilities on the balance sheet.

 

Under the new guidance, a lessee will be required to recognize assets and liabilities for leases with lease terms of more than 12 months. Consistent with Generally Accepted Accounting Principles (GAAP), the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee primarily will depend on its classification as a finance or operating lease.

 

However, unlike current GAAP—which requires only capital leases to be recognized on the balance sheet—the new ASU will require both types of leases to be recognized on the balance sheet.

 

For public companies, the ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Thus, for a calendar year company, it would be effective January 1, 2019. The impact is not expected to have a material effect on the Company’s financial position or results of operations since the Company does not have a material amount of lease agreements.

 

Acquisition

 

On October 15, 2018, United Bancorp, Inc. (“United Bancorp”) completed its previously announced acquisition (the “Merger”) of Powhatan Point Community Bancshares, Inc. (“Powhatan Point”), the holding company of The First National Bank of Powhatan Point (“First National”). The definitive agreement and plan of merger executed by the parties on June 14, 2018 provided that United Bancorp shall take all appropriate action so that, as of the effective time of the Merger, one current director of Powhatan Point shall be appointed as a director of United Bancorp. Effective upon completion of the Merger, the Board of Directors of United Bancorp (the “Board”) increased the size of the Board by one member and appointed Dr. Carl A. Novak, DDS to the newly created vacancy on the Board to serve as a director of United Bancorp. In addition, Dr. Novak was appointed to the Board of Directors of Unified. The main office of First National will become a full-service branch of Unified Bank. Powhatan operates one full-service office in Belmont County, Ohio and has approximately $56.4 million in assets, $7.9 million in loans, and $51.4 million of deposits as of September 30, 2018. Under the terms of the Merger Agreement, shareholders of Powhatan Point received 6.9233 shares of United Bancorp common stock and $28.52 in cash for each outstanding share of Powhatan Point common stock. The cash consideration was adjusted to $28.52 after factoring in cash consideration adjustments set forth in the merger agreement.

  15

 

 

United Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

For the Three and Nine Months Ended September 30, 2018 and 2017

  

Powhatan Point shares outstanding at the closing to be exchanged were 52,955, and the shares of United Bancorp common stock issued to Powhatan Point shareholders totaled 366,623. Based on the October 15, 2018 closing price of $12.90 per share of United Bancorp common stock immediately prior to the effectiveness of the merger, the transaction has an implied valuation of approximately $6.2 million.

 

The acquisition will be accounted for in accordance with applicable accounting guidance. Accordingly, the assets and liabilities of Powhatan will be recorded at their estimated fair values at the acquisition date. The excess of the estimated fair value of the Company’s common shares issued and cash paid over the net fair values of the assets acquired, including identifiable intangible assets and liabilities assumed, will be recorded as goodwill. The results of operations will be included in the consolidated income statement from the date of the acquisition. Goodwill will be subject to an annual test for impairment and the amount impaired, if any, will be charged to expense at the time of impairment. The estimated fair values of the assets and liabilities have not yet been determined.

 

Note 2:Securities

 

The amortized cost and approximate fair values, together with gross unrealized gains and losses of securities are as follows:

 

   Amortized Cost   Gross
Unrealized
 Gains
   Gross
Unrealized
Losses
   Fair Value 
   (In thousands) 
                 
Available-for-sale Securities:                    
September 30, 2018:                    
U.S. government agencies  $45,250   $   $(820)  $44,430 
State and political subdivisions   42,433    10    (407)   42,036 
                     
   $87,683   $10   $(1,227)  $86,466 
                     
Available-for-sale Securities:                    
December 31, 2017:                    
U.S. government agencies  $45,249   $    (290)  $44,959 
                     
   $45,249   $   $(290)  $44,959 

 

  16

 

 

United Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

For the Three and Nine Months Ended September 30, 2018 and 2017

  

The amortized cost and fair value of available-for-sale securities at September 30, 2018, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties.

 

   Available-for-sale 
   Amortized
Cost
   Fair
Value
 
   (In thousands) 
     
Within one year  $   $ 
One to five years   45,250    44,430 
Five to ten year        
Due after ten years   42,433    42,036 
           
Totals  $87,683   $86,466 

  

The carrying value of securities pledged to secure public deposits and for other purpose, was $43.3 million and $41.5 million at September 30, 2018 and December 31, 2017, respectively.

 

  17

 

 

United Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

For the Three and Nine Months Ended September 30, 2018 and 2017

 

Certain investments in debt securities are reported in the financial statements at an amount less than their historical cost. The total fair value of these investments at September 30, 2018 and December 31, 2017, was $84.4 million and $44.9 million, which represented approximately 97.6% and 100.0%, respectively, of the Company’s available-for-sale investment portfolio.

 

Based on evaluation of available evidence, including recent changes in market interest rates, credit rating information and information obtained from regulatory filings, management believes the declines in fair value for these securities are temporary and are a result on general increase in longer term interest rates.

 

Should the impairment of any of these securities become other-than-temporary, the cost basis of the investment will be reduced and the resulting loss recognized in net income in the period the other-than-temporary impairment is identified.

 

The following tables show the Company’s investments’ gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at September 30, 2018 and December 31, 2017:

 

September 30, 2018
   Less than 12 Months   12 Months or More   Total 
Description of
Securities
  Fair Value   Unrealized
Losses
   Fair Value   Unrealized
Losses
   Fair Value   Unrealized
Losses
 
(In thousands)
                         
U.S. Government agencies  $8,830   $(171)  $35,601   $(649)  $44,431   $(820)
State and Political Subdivisions   39,938    (407)           39,938    (407)
                               
Total  $48,768   $(578)  $35,601   $(649)  $84,369   $(1,227)

 

December 31, 2017
   Less than 12 Months   12 Months or More   Total 
Description of
Securities
  Fair Value   Unrealized
Losses
   Fair Value   Unrealized
Losses
   Fair Value   Unrealized
Losses
 
(In thousands)
 
U.S. Government agencies  $12,190   $(59)  $32,769   $(231)  $44,959   $(290)

 

The unrealized losses on the Company’s investments in U.S. Government agencies were caused primarily by interest rate changes. The contractual terms of those investments do not permit the issuer to settle the securities at a price less than the amortized cost bases of the investments. Because the Company does not intend to sell the investments and it is not more likely than not the Company will be required to sell the investments before recovery of their amortized cost bases, which may be maturity, the Company does not consider those investments to be other-than-temporarily impaired at September 30, 2018 and December 31, 2017.

 

There were no investment sales for the nine months ended September 30, 2018 and 2017.

 

  18

 

 

United Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

For the Three and Nine Months Ended September 30, 2018 and 2017

  

  Note 3: Loans and Allowance for Loan Losses

 

Categories of loans include:

 

   September 30,   December 31, 
   2018   2017 
   (In thousands) 
         
Commercial loans  $89,844   $81,327 
Commercial real estate   215,793    198,936 
Residential real estate   76,668    75,853 
Installment loans   10,877    12,473 
           
Total gross loans   393,182    368,589 
           
Less allowance for loan losses   (2,004)   (2,122)
           
Total loans  $391,178   $366,467 

 

The risk characteristics of each loan portfolio segment are as follows:

 

Commercial

 

Commercial loans are primarily based on the identified cash flows of the borrower and secondarily on the underlying collateral provided by the borrower. The cash flows of borrowers, however, may not be as expected and the collateral securing these loans may fluctuate in value. Most commercial loans are secured by the assets being financed or other business assets, such as accounts receivable or inventory, and may include a personal guarantee. Short-term loans may be made on an unsecured basis. In the case of loans secured by accounts receivable, the availability of funds for the repayment of these loans may be substantially dependent on the ability of the borrower to collect amounts due from its customers.

 

Commercial Real Estate

 

Commercial real estate loans are viewed primarily as cash flow loans and secondarily as loans secured by real estate. Commercial real estate lending typically involves higher loan principal amounts and the repayment of these loans is generally dependent on the successful operation of the property securing the loan or the business conducted on the property securing the loan. Commercial real estate loans may be more adversely affected by conditions in the real estate markets or in the general economy. The characteristics of properties securing the Company’s commercial real estate portfolio are diverse, but with geographic location almost entirely in the Company’s market area. Management monitors and evaluates commercial real estate loans based on collateral, geography and risk grade criteria. In general, the Company avoids financing single purpose projects unless other underwriting factors are present to help mitigate risk. In addition, management tracks the level of owner-occupied commercial real estate versus nonowner-occupied loans.

 

  19

 

 

United Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

For the Three and Nine Months Ended September 30, 2018 and 2017

  

Residential Real Estate and Installment

 

Residential Real Estate and Installment loans consist of two segments - residential mortgage loans and consumer personal loans. For residential mortgage loans that are secured by 1-4 family residences and are generally owner-occupied, the Company generally establishes a maximum loan-to-value ratio and requires private mortgage insurance if that ratio is exceeded. Home equity loans are typically secured by a subordinate interest in 1-4 family residences, and consumer personal loans are secured by consumer personal assets, such as automobiles or recreational vehicles. Some consumer personal loans are unsecured, such as small installment loans and certain lines of credit. Repayment of these loans is primarily dependent on the personal income of the borrowers, which can be impacted by economic conditions in their market areas, such as unemployment levels. Repayment can also be impacted by changes in property values on residential properties. Risk is mitigated by the fact that the loans are of smaller individual amounts and spread over a large number of borrowers.

 

Allowance for Loan Losses and Recorded Investment in Loans

As of and for the three and nine month period ended September 30, 2018

 

   Commercial   Commercial
 Real Estate
   Residential
 Real Estate
   Installment   Unallocated   Total 
(In thousands)
 
Allowance for loan losses:                              
                               
Balance, July 1, 2018  $545   $654   $505   $376   $   $2,080 
Provision charged to expense   (130)   28    109    65        72 
Losses charged off           (98)   (74)   ––    (172)
Recoveries   1    1    1    21    ––    24 
                               
Balance, September 30, 2018  $416   $683   $517   $388   $   $2,004 
                               
Balance, January 1, 2018  $537   $843   $436   $218   $88   $2,122 
Provision charged to expense   (124)   (162)   255    320    (88)   201 
Losses charged off       ––    (177)   (198)   ––    (375)
Recoveries   3    2    3    48    ––    56 
                               
Balance, September 30, 2018  $416   $683   $517   $388   $   $2,004 
                               
Allocation:                              
                               
Ending balance:  individually evaluated for impairment  $19   $85   $   $   $   $104 
Ending balance:  collectively evaluated for impairment  $397   $598   $517   $388   $   $1,900 
                               
Loans:                              
                               
Ending balance:  individually evaluated for impairment  $78   $811   $   $95   $   $984 
Ending balance:  collectively evaluated for impairment  $89,766   $214,982   $76,668   $10,782   $   $392,198 

 

  20

 

 

United Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

For the Three and Nine Months Ended September 30, 2018 and 2017

 

Allowance for Loan Losses and Recorded Investment in Loans

As of and for the three and nine month period ended September 30, 2017

 

   Commercial   Commercial
 Real Estate
   Residential
 Real Estate
   Installment   Unallocated   Total 
(In thousands)
 
Allowance for loan losses:                              
                               
Balance, July 1, 2017  $532   $845   $447   $291   $177   $2,292 
Provision charged to expense   (26)   13    1    43    (6)   25 
Losses charged off   (30)   (59)   (6)   (40)   ––    (135)
Recoveries       1    1    11    ––    13 
                               
Balance, September 30, 2017  $476   $800   $443   $305   $171   $2,195 
                               
Balance, January 1, 2017  $495   $804   $591   $107   $344   $2,341 
Provision charged to expense   10    57    (149)   330    (173)   75 
Losses charged off   (30)   (64)   (6)   (167)   ––    (267)
Recoveries   1    3    7    35    ––    46 
                               
Balance, September 30, 2017  $476   $800   $443   $305   $171   $2,195 
                               
Allocation:                              
                               
Ending balance:  individually evaluated for impairment  $3   $120   $––   $   $––   $123 
Ending balance:  collectively evaluated for impairment  $473   $680   $443   $305   $171   $2,072 
                               
Loans:                              
                               
Ending balance:  individually evaluated for impairment  $95   $661   $––   $305   $––   $1,061 
Ending balance:  collectively evaluated for impairment  $75,193   $195,066   $76,501   $12,568   $––   $359,328 

 

  21

 

 

United Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

For the Three and Nine Months Ended September 30, 2018 and 2017

  

Allowance for Loan Losses and Recorded Investment in Loans

As of December 31, 2017

 

   Commercial   Commercial
 Real Estate
   Residential
 Real Estate
   Installment   Unallocated   Total 
   (In thousands) 
     
Allowance for loan losses:                              
                               
Ending balance:  individually evaluated for impairment  $   $73   $––   $––   $––   $73 
Ending balance:  collectively evaluated for impairment  $537   $770   $436   $218   $88   $2,049 
                               
Loans:                              
                               
Ending balance:  individually evaluated for impairment  $83   $619   $––   $306   $––   $1,008 
Ending balance:  collectively evaluated for impairment  $81,244   $198,317   $75,853   $12,167   $––   $367,581 

 

  22

 

 

United Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

For the Three and Nine Months Ended September 30, 2018 and 2017

 

The following tables show the portfolio quality indicators.

 

   September 30, 2018 
Loan Class  Commercial   Commercial
Real Estate
   Residential
 Real Estate
   Installment   Total 
   (In thousands) 
     
Pass Grade  $89,754   $214,254   $76,668   $10,782   $391,458 
Special Mention       464            464 
Substandard   90    1,075        95    1,260 
Doubtful                    
                          
   $89,984   $215,793   $76,668   $10,877   $393,182 

 

   December 31, 2017 
Loan Class  Commercial   Commercial
Real Estate
   Residential
Real Estate
   Installment   Total 
   (In thousands) 
     
Pass Grade  $78,652   $195,063   $75,853   $12,167   $361,735 
Special Mention   20    3,066    ––    ––    3,086 
Substandard   2,655    807    ––    306    3,768 
Doubtful   ––    ––    ––    ––    –– 
                          
   $81,327   $198,936   $75,853   $12,473   $368,589 

 

To facilitate the monitoring of credit quality within the loan portfolio, and for purposes of analyzing historical loss rates used in the determination of the ALLL, the Company utilizes the following categories of credit grades: pass, special mention, substandard, and doubtful. The four categories, which are derived from standard regulatory rating definitions, are assigned upon initial approval of credit to borrowers and updated periodically thereafter. Pass ratings, which are assigned to those borrowers that do not have identified potential or well defined weaknesses and for which there is a high likelihood of orderly repayment, are updated periodically based on the size and credit characteristics of the borrower. All other categories are updated on at least a quarterly basis.

 

The Company assigns a special mention rating to loans that have potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may, at some future date, result in the deterioration of the repayment prospects for the loan or the Company’s credit position.

 

The Company assigns a substandard rating to loans that are inadequately protected by the current sound worth and paying capacity of the borrower or of the collateral pledged. Substandard loans have well defined weaknesses or weaknesses that could jeopardize the orderly repayment of the debt. Loans and leases in this grade also are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies noted are not addressed and corrected.

 

The Company assigns a doubtful rating to loans that have all the attributes of a substandard rating with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable. The possibility of loss is extremely high, but because of certain important and reasonable specific pending factors that may work to the advantage of and strengthen the credit quality of the loan or lease, its classification as an estimated loss is deferred until its more exact status may be determined. Pending factors may include a proposed merger or acquisition, liquidation proceeding, capital injection, perfecting liens on additional collateral or refinancing plans.

 

  23

 

 

United Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

For the Three and Nine Months Ended September 30, 2018 and 2017

 

The Company evaluates the loan risk grading system definitions and allowance for loan losses methodology on an ongoing basis. No significant changes were made to either during the past year to date period.

 

Loan Portfolio Aging Analysis
As of September 30, 2018

 

   30-59 Days
 Past Due
and
Accruing
   60-89 Days
Past Due
and
Accruing
   Greater
Than 90
 Days and
 Accruing
   Non
Accrual
   Total Past
Due and
Non Accrual
   Current   Total Loans
 Receivable
 
   (In thousands) 
     
Commercial  $   $   $   $19   $19   $89,825   $89,844 
Commercial real estate           53    744    797    214,996    215,793 
Residential real estate   372    275        513    1,160    75,508    76,668 
Installment   15        6    19    40    10,837    10,877 
                                    
Total  $387   $275   $59   $1,295   $2,016   $391,166   $393,182 

 

 

Loan Portfolio Aging Analysis
As of December 31, 2017

 

   30-59 Days
 Past Due
and
Accruing
   60-89 Days
Past Due
and
Accruing
   Greater
Than 90
 Days and
 Accruing
   Non
Accrual
   Total Past
Due and
Non Accrual
   Current   Total Loans
 Receivable
 
   (In thousands) 
     
Commercial  $56   $   $   $83   $139   $81,188   $81,327 
Commercial real estate   262        ––    500    762    198,174    198,936 
Residential real estate   559    306        760    1,625    74,228    75,853 
Installment   61    40    ––    52    153    12,320    12,473 
                                    
Total  $938   $346   $   $1,395   $2,679   $365,910   $368,589 

 

A loan is considered impaired, in accordance with the impairment accounting guidance (ASC 310-10-35-16), when based on current information and events, it is probable the Company will be unable to collect all amounts due from the borrower in accordance with the contractual terms of the loan. Impaired loans include nonperforming commercial loans but also include loans modified in troubled debt restructurings where concessions have been granted to borrowers experiencing financial difficulties. These concessions could include a reduction in the interest rate on the loan, payment extensions, forgiveness of principal, forbearance or other actions intended to maximize collection.

 

  24

 

 

United Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

For the Three and Nine Months Ended September 30, 2018 and 2017

 

Impaired Loans

 

   As of September 30, 2018   For the three months ended
September 30, 2018
   For the nine months ended
September 30, 2018
 
   Recorded
Balance
   Unpaid
Principal
Balance
   Specific
Allowance
   Average
Investment in
 Impaired Loans
   Interest
Income
Recognized
   Average
Investment in
 Impaired Loans
   Interest
Income
Recognized
 
   (In thousands) 
     
Loans without a specific valuation allowance:                                   
Commercial  $58   $58   $––   $59   $   $60   $2 
Commercial  real estate   412    412    ––    438    9    446    14 
Residential real estate   ––    ––    ––    ––    ––    ––    –– 
Installment   96    96    ––    97    1    99    3 
    566    566    ––    594    10    605    19 
Loans with a specific valuation allowance:                                   
Commercial   19    19    19    19    1    20    1 
Commercial  real estate   399    399    85    408    1    407    2 
Residential real estate   ––    ––    ––    ––    ––    ––    –– 
Installment   ––    ––    ––    ––        ––     
    418    418    104    427    2    427    3 
                                    
Total:                                   
Commercial  $77   $77   $19   $78   $1   $80   $3 
Commercial  real estate  $811   $811   $85   $846   $10   $853   $16 
Residential real estate  $––   $––   $––   $   $   $   $ 
Installment  $96   $96   $––   $97   $1   $99   $3 

 

  25

 

 

United Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

For the Three and Nine Months Ended September 30, 2018 and 2017

 

Impaired Loans

 

   As of December 31, 2017   For the three months ended
September 30, 2017
   For the nine months ended
September 30, 2017
 
   Recorded
Balance
   Unpaid
Principal
Balance
   Specific
Allowance
   Average
Investment in
 Impaired Loans
   Interest
Income
Recognized
   Average
Investment in
 Impaired Loans
   Interest
Income
Recognized
 
   (In thousands) 
     
Loans without a specific valuation allowance:                                   
Commercial  $83   $83   $––   $65   $   $62   $2 
Commercial real estate   209    317    ––    592    3    607    8 
Residential   ––    ––    ––    ––    ––    ––    –– 
Installment   306    306    ––    306        313    3 
    598    706    ––    963        982    13 
Loans with a specific valuation allowance:                                   
Commercial               30    4    97    7 
Commercial real estate   410    410    73    535    2    496    14 
Residential real estate   ––    ––    ––    ––    ––    ––    –– 
Installment   ––    ––    ––    ––        ––     
    410    410    73    565    6    593    21 
                                    
Total:                                   
Commercial  $83   $83   $73   $95   $4   $159   $9 
Commercial real estate  $619   $727   $   $1,127   $5   $1,103   $22 
Residential real estate  $   $   $   $   $   $   $ 
Installment  $306   $306   $––   $306   $   $313   $3 

 

Interest income recognized on a cash basis was not materiality different than interest income recognized.

 

  26

 

 

United Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

For the Three and Nine Months Ended September 30, 2018 and 2017

 

For the TDRs noted in the tables below, the Company extended the maturity dates and granted interest rate concessions as part of each of those loan restructurings. The loans included in the tables are considered impaired and specific loss calculations are performed on the individual loans. In conjunction with the restructuring there were no amounts charged-off.

 

   Three Months ended September 30, 2018 
   Number of 
Contracts
   Pre- Modification 
Outstanding
Recorded
Investment
   Post-Modification 
Outstanding
Recorded 
Investment
 
   (In thousands) 
             
Commercial     $   $ 
Commercial real estate            
Residential real estate            
Installment            

 

   Three Months Ended September 30, 2018 
   Interest
Only
   Term   Combination   Total
Modification
 
   (In thousands) 
             
Commercial  $––   $––   $––   $–– 
Commercial real estate   ––    ––    ––    –– 
Residential real estate   ––    ––    ––    –– 
Consumer   ––    ––    ––    –– 

 

   Nine Months ended September 30, 2018 
   Number of
Contracts
   Pre- Modification
Outstanding
Recorded
Investment
   Post-Modification
Outstanding
Recorded
Investment
 
   (In thousands) 
             
Commercial   ––   $––   $–– 
Commercial real estate   ––    ––    –– 
Residential real estate   ––    ––    –– 
Installment   ––    ––    –– 

 

   Nine Months Ended September 30, 2018 
   Interest
Only
   Term   Combination   Total
Modification
 
   (In thousands) 
             
Commercial  $   $––   $––   $–– 
Commercial real estate   ––    ––    ––    –– 
Residential real estate   ––    ––    ––    –– 
Consumer   ––    ––    ––    –– 

 

  27

 

 

United Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

For the Three and Nine Months Ended September 30, 2018 and 2017

  

   Three Months ended September 30, 2017 
   Number of Contracts   Pre- Modification
Outstanding
Recorded
Investment
   Post-Modification
Outstanding
Recorded
Investment
 
   (In thousands) 
             
Commercial   2   $40   $40 
Commercial real estate   1    62    62 
Residential real estate   ––    ––    –– 
Installment   ––    ––    –– 

 

   Three Months ended September 30, 2017 
   Interest
Only
   Term   Combination   Total
Modification
 
   (In thousands) 
              
Commercial  $––   $40   $––   $40 
Commercial real estate   ––    62    ––    62 
Residential estate   ––    ––    ––    –– 
Consumer   ––    ––    ––    –– 

 

   Nine Months ended September 30, 2017 
   Number of Contracts   Pre- Modification
Outstanding
Recorded
Investment
   Post-Modification
 Outstanding
Recorded
 Investment
 
   (In thousands) 
             
Commercial   2   $40   $40 
Commercial real estate   3    189    165 
Residential estate   ––    ––    –– 
Installment   ––    ––    –– 

 

   Nine Months Ended September 30, 2017 
   Interest
Only
   Term   Combination   Total
Modification
 
   (In thousands) 
                 
Commercial  $––   $40   $––   $40 
Commercial real estate   ––    165    ––    165 
Residential estate   ––    ––    ––    –– 
Consumer   ––    ––    ––    –– 

 

  28

 

 

 

United Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

For the Three and Nine Months Ended September 30, 2018 and 2017

 

During the nine months ended September 30, 2017 troubled debt restructurings described above increased the allowance for loan losses by 20,000. At September 30, 2018 and 2017 and for three and nine month periods then ended, there were no material defaults of any troubled debt restructurings that were modified in the last 12 months. The Company generally considers TDR’s that become 90 days or more past due under the modified terms as subsequently defaulted.

 

Note 4:Benefit Plans

 

Pension expense includes the following:

 

   Three months ended
September 30,
   Nine months ended
September 30,
 
   2018   2017   2018   2017 
   (In thousands) 
     
Service cost  $76   $68   $228   $204 
Interest cost   55    50    165    150 
Expected return on assets   (111)   (90)   (333)   (270)
Amortization of prior service cost and net loss   (10)   (6)   (30)   (18)
                     
Pension expense  $10   $22   $30   $66 

 

Note 5: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.

 

  29

 

 

United Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

For the Three and Nine Months Ended September 30, 2018 and 2017

  

A summary of the notional or contractual amounts of financial instruments with off-balance-sheet risk at the indicated dates is as follows:

 

   September 30,   December 31, 
   2018   2017 
   (In thousands) 
         
Commercial loans unused lines of credit  $32,755   $25,814 
Commitment to originate loans   19,125    15,350 
Consumer open end lines of credit   36,164    36,938 
Standby lines of credit   46    46 

 

Note 6:Accumulated Other Comprehensive Loss

 

The components of accumulated other comprehensive loss, included in stockholders’ equity, are as follows:

 

   September 30,
2018
   December 31,
2017
 
   (In thousands) 
         
Net unrealized loss on securities available-for-sale  $(1,170)  $(290)
Net unrealized loss for unfunded status of defined benefit plan liability   (289)   (289)
           
    (1,459)   (579)
Tax effect   306    159 
           
Net-of-tax amount   (1,153)   (420)

 

Note 7:Fair Value Measurements

 

The Company defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company also utilizes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

 

Level 1 Quoted prices in active markets for identical assets or liabilities that the entity can access at the measurement date

 

Level 2 Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities

 

Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities

 

  30

 

 

United Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

For the Three and Nine Months Ended September 30, 2018 and 2017

 

Following is a description of the valuation methodologies used for assets measured at fair value on a recurring basis and recognized in the accompanying consolidated balance sheets, as well as the general classification of such instruments pursuant to the valuation hierarchy.

 

Available-for-sale Securities

 

Where quoted market prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. The Company’s equity securities are classified within Level 1 of the hierarchy. If quoted market prices are not available, then fair values are estimated by using quoted prices of securities with similar characteristics or independent asset pricing services and pricing models, the inputs of which are market-based or independently sourced market parameters, including, but not limited to, yield curves, interest rates, volatilities, prepayments, defaults, cumulative loss projections and cash flows. Such securities are classified in Level 2 of the valuation hierarchy.

 

The following table presents the fair value measurements of assets recognized in the accompanying consolidated balance sheets measured at fair value on a recurring basis and the level within the fair value hierarchy in which the fair value measurements fall at September 30, 2018 and December 31, 2017:

 

       Fair Value Measurements Using 
   Fair Value   Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
   Significant
Other
Observable
Inputs
(Level 2)
   Significant
Unobservable
Inputs
(Level 3)
 
   (In thousands) 
September 30, 2018                    
U.S. government agencies  $44,430   $   $44,430   $ 
State and political subdivisions   42,036        42,036     
                     
December 31, 2017                    
U.S. government agencies  $44,959   $   $44,959   $ 

 

  31

 

 

United Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

For the Three and Nine Months Ended September 30, 2018 and 2017

 

Following is a description of the valuation methodologies used for assets measured at fair value on a nonrecurring basis and recognized in the accompanying consolidated balance sheets, as well as the general classification of such assets pursuant to the valuation hierarchy. For assets classified within Level 3 of the fair value hierarchy, the process used to develop the reported fair value is described below.

 

Impaired Loans (Collateral Dependent)

 

Collateral dependent impaired loans consisted primarily of loans secured by nonresidential real estate. Management has determined fair value measurements on impaired loans primarily through evaluations of appraisals performed. Due to the nature of the valuation inputs, impaired loans are classified within Level 3 of the hierarchy.

 

The Company considers the appraisal or evaluation as the starting point for determining fair value and then considers other factors and events in the environment that may affect the fair value. Appraisals of the collateral underlying collateral-dependent loans are obtained when the loan is determined to be collateral-dependent and subsequently as deemed necessary by the Company’s Chief Lender. Appraisals are reviewed for accuracy and consistency by the Company’s Chief Lender. Appraisers are selected from the list of approved appraisers maintained by management. The appraised values are reduced by discounts to consider lack of marketability and estimated cost to sell if repayment or satisfaction of the loan is dependent on the sale of the collateral. These discounts and estimates are developed by the Company’s Chief Lender by comparison to historical results.

 

Foreclosed Assets Held for Sale

 

Assets acquired through, or in lieu of, loan foreclosure are held for sale and are initially recorded at fair value (based on current appraised value) at the date of foreclosure, establishing a new cost basis. Subsequent to foreclosure, valuations are periodically performed by management and the assets are carried at the lower of carrying amount or fair value less cost to sell. Management has determined fair value measurements on other real estate owned primarily through evaluations of appraisals performed, and current and past offers for the other real estate under evaluation. Due to the nature of the valuation inputs, foreclosed assets held for sale are classified within Level 3 of the hierarchy.

 

Appraisals of OREO are obtained when the real estate is acquired and subsequently as deemed necessary by the Company’s Chief lender. Appraisals are reviewed for accuracy and consistency by the Company’s Chief Lender and are selected from the list of approved appraisers maintained by management.

 

  32

 

 

United Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

For the Three and Nine Months Ended September 30, 2018 and 2017

 

The following table presents the fair value measurements of assets recognized in the accompanying consolidated balance sheets measured at fair value on a nonrecurring basis and the level within the fair value hierarchy in which the fair value measurements fall at September 30, 2018 and December 31, 2017.

 

       Fair Value Measurements Using 
   Fair
Value
   Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
   Significant
Other
Observable
Inputs
(Level 2)
   Significant
Unobservable
Inputs
(Level 3)
 
   (In thousands) 
September 30, 2018                    
Collateral dependent impaired loans  $334   $   $   $334 
Foreclosed assets held for sale   151            151 
                     
December 31, 2017                    
Collateral dependent impaired loans  $336   $   $   $336 
Foreclosed assets held for sale   34            34 

 

Unobservable (Level 3) Inputs

 

The following table presents quantitative information about unobservable inputs used in recurring and nonrecurring Level 3 fair value measurements.

 

   Fair Value at
9/30/18
   Valuation
Technique
  Unobservable Inputs  Range
   (In thousands)
              
Collateral-dependent impaired loans  $334   Market comparable properties  Marketability discount  Not available
               
Foreclosed assets held for sale  $151   Market comparable properties  Selling costs  10% – 35%

 

   Fair Value at
12/31/17
   Valuation
Technique
  Unobservable Inputs  Range
   (In thousands)
        
Collateral-dependent impaired loans  $336   Market comparable properties  Marketability discount  Not available
               
Foreclosed assets held for sale  $34   Market comparable properties  Selling costs  10% – 35%

 

 

  33

 

 

United Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

For the Three and Nine Months Ended September 30, 2018 and 2017

 

There were no significant changes in the valuation techniques used during 2018 and 2017.

 

The following table presents estimated fair values of the Company’s financial instruments. The fair values of certain of these instruments were calculated by discounting expected cash flows, which involves significant judgments by management and uncertainties. Because no market exists for certain of these financial instruments and because management does not intend to sell these financial instruments, the Company does not know whether the fair values shown below represent values at which the respective financial instruments could be sold individually or in the aggregate.

 

       Fair Value Measurements Using 
   Carrying
Amount
   Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
   Significant
Other
Observable
Inputs
(Level 2)
   Significant
Unobservable
Inputs
(Level 3)
 
   (In thousands) 
September 30, 2018                    
                     
Financial assets                    
Cash and cash equivalents  $12,910   $12,910   $   $ 
Loans, net of allowance   391,178            384,669 
Federal Home Loan Bank stock   4,164        4,164     
Accrued interest receivable   1,567        1,567     
                     
Financial liabilities                    
Deposits   434,331        370,580     
Short term borrowings   15,399        15,399     
Federal Home Loan Bank Advances   22,139        22,144     
Subordinated debentures   4,124        3,733     
Interest payable   146         146     

 

  34

 

 

United Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

For the Three and Nine Months Ended September 30, 2018 and 2017

 

       Fair Value Measurements Using 
   Carrying
Amount
   Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
   Significant
Other
Observable
Inputs
(Level 2)
   Significant
Unobservable
Inputs
(Level 3)
 
   (In thousands) 
December 31, 2017                    
                     
Financial assets                    
Cash and cash equivalents  $14,315   $14,315   $   $ 
Loans, net of allowance   366,467            368,053 
Federal Home Loan Bank stock   4,164        4,164     
Accrued interest receivable   993        993     
Financial liabilities                    
Deposits   385,966        358,772     
Short term borrowings   11,085        11,085     
Federal Home Loan Bank Advances   10,022        10,012     
Subordinated debentures   4,124        3,590     
Interest payable   70        70     

 

The following methods and assumptions were used to estimate the fair value of each class of financial instruments.

 

Cash and Cash Equivalents, Accrued Interest Receivable and Federal Home Loan Bank Stock

 

The carrying amounts approximate fair value.

 

  35

 

 

United Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

 For the Three and Nine Months Ended September 30, 2018 and 2017

 

Loans

 

For September 30, 2018, fair values of loans and leases are estimated on an exit price basis incorporating discounts for credit, liquidity and marketability factors. This is not comparable with the fair values disclosed for December 31, 2017, which were based on an entrance price basis. For that date, fair values of variable rate loans and leases that reprice frequently and with no significant change in credit risk were based on carrying values. The fair values of other loans and leases as of that date were estimated using discounted cash flow analyses which used interest rates then being offered for loans and leases with similar terms to borrowers of similar credit quality.

 

The fair value of loans is estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities. Loans with similar characteristics were aggregated for purposes of the calculations.

 

Deposits

 

Deposits include demand deposits, savings accounts, NOW accounts and certain money market deposits. The carrying amount approximates fair value. The fair value of fixed-maturity time deposits is estimated using a discounted cash flow calculation that applies the rates currently offered for deposits of similar remaining maturities.

 

Interest Payable

 

The carrying amount approximates fair value.

 

Short-term Borrowings, Federal Home Loan Bank Advances and Subordinated Debentures

 

Rates currently available to the Company for debt with similar terms and remaining maturities are used to estimate the fair value of existing debt.

 

Commitments to Originate Loans, Letters of Credit and Lines of Credit

 

The fair value of commitments to originate loans is estimated using the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties. For fixed-rate loan commitments, fair value also considers the difference between current levels of interest rates and the committed rates. The fair values of letters of credit and lines of credit are based on fees currently charged for similar agreements or on the estimated cost to terminate or otherwise settle the obligations with the counterparties at the reporting date. Fair values of commitments were not material at September 30, 2018 and December 31, 2017.

 

Note 8:Repurchase Agreements

 

Securities sold under agreements to repurchase (“repurchase agreements”) with customers represent funds deposited by customers, generally on an overnight basis that are collateralized by investment securities owned by the Company.

 

  36

 

  

United Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

For the Three and Nine Months Ended September 30, 2018 and 2017

 

At September 30, 2018 and December 31, 2017, repurchase agreement borrowings totaled $15,399,000 and $10,022,000, respectively and are included in short-term borrowings on the consolidated condensed balance sheets. All repurchase agreements are subject to term and conditions of repurchase/security agreements between the Company and the customer and are accounted for as secured borrowings. The Company’s repurchase agreement reflected in short-term borrowings consist of customer accounts and securities which are pledged on an individual security basis.

 

The following table presents the Company’s repurchase agreements accounted for as secured borrowings:

 

Remaining Contractual Maturity of the Agreement

 

(In thousands)

 

September 30, 2018  Overnight and
Continuous
   Up to 30 Days   30-90 Days   Greater than 90
Days
   Total 
                     
Repurchase Agreements                         
U.S. government agencies  $15,399   $   $   $   $15,399 
Total  $15,399   $   $   $   $15,399 

 

December 31, 2017  Overnight and
Continuous
   Up to 30 Days   30-90 Days   Greater than 90
Days
   Total 
                     
Repurchase Agreements                         
U.S. government agencies  $11,085   $   $   $   $11,085 
Total  $11,085   $   $   $   $11,085 

 

These borrowings were collateralized with U.S. government and agency securities with a carrying value of $18.2 million at September 30, 2018 and $18.4 million at December 31, 2017. Declines in the fair value would require the Company to pledge additional securities.

 

  37

 

 

United Bancorp, Inc.

Management’s Discussion and Analysis of Financial

Condition and Results of Operations

 

The following discusses the financial condition of the Company as of September 30, 2018, as compared to December 31, 2017, and the results of operations for the three and nine months ended September 30, 2018, compared to the same period in 2017. This discussion should be read in conjunction with the interim condensed consolidated financial statements and related footnotes included herein.

 

Introduction

 

For the nine months ended September 30, 2018, United Bancorp, Inc. reported diluted earnings per share of $0.69 and net income of $3,691,000 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.

 

UBCP 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 $876,000, or 145.3%. 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. Due to the rising rate environment in which we are currently operating, United Bancorp, Inc. is 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.

 

  38

 

 

United Bancorp, Inc.

Management’s Discussion and Analysis of Financial

Condition and Results of Operations

 

Relating to our Company’s net noninterest margin, 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. 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.

 

United Bancorp, Inc. 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%. The Company’s investment in both infrastructure and personnel 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%.

 

As of September 30, 2018, the 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 and this 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 (FNBPP), announced on June 14, 2018 that we have signed a definitive merger agreement; whereby, we will acquire PPCB in a stock and cash transaction. The transaction was approved by the PPCB Shareholders on October 11, 2018 and consummated on October 15, 2018. At that time, the main office of First National Bank became a full-service branch of Unified Bank. This merger with PPCB and First National Bank has added approximately $56.4 million in assets, $7.9 million in loans, and $51.4 million of deposits. In addition, this transaction will allow us to further 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!”

 

  39

 

  

United Bancorp, Inc.

Management’s Discussion and Analysis of Financial

Condition and Results of Operations

 

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.

 

Forward-Looking Statements

 

When used in this document, the words or phrases “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimated,” “projected” or similar expressions are intended to identify “forward looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to certain risks and uncertainties including changes in economic conditions in the Bank’s market areas, changes in policies by regulatory agencies, fluctuations in interest rates, demand for loans in the Bank’s market areas and competition, that could cause actual results to differ materially from historical earnings and those presently anticipated or projected. Factors listed above could affect the Company’s financial performance and could cause the Company’s actual results for future periods to differ materially from any statements expressed with respect to future periods.

 

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 financial condition, results of operations, liquidity or capital resources except as discussed herein. The Company is not aware of any current recommendation by regulatory authorities that would have such effect if implemented except as discussed herein.

 

The Company does not undertake, and specifically disclaims any obligation, to publicly revise any forward-looking statements to reflect events or circumstances after the date such statements were made or to reflect the occurrence of anticipated or unanticipated events.

 

Critical Accounting Policies

 

Management makes certain judgments that affect the amounts reported in the financial statements and footnotes. These estimates, assumptions and judgments 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 judgments.

 

  40

 

 

United Bancorp, Inc.

Management’s Discussion and Analysis of Financial

Condition and Results of Operations

 

The procedures for assessing the adequacy of the allowance for loan losses reflect our evaluation of credit risk after careful consideration of all information available to management. In developing this assessment, management must rely on estimates and exercise judgment regarding matters where the ultimate outcome is unknown such as economic factors, developments 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 and the board to determine whether the amount is considered adequate to absorb probable losses. This evaluation includes specific loss estimates on certain individually reviewed loans, statistical loss 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 judgment is a review of the Bank’s trend in delinquencies and loan losses, and economic factors.

 

The allowance for loan losses is maintained at a level believed adequate by management to absorb probable loan losses inherent in the loan portfolio. Management’s evaluation of the adequacy of the allowance is an estimate based on management’s current judgment about the credit quality of the loan portfolio. While the Company strives to reflect all known risk factors in its evaluation, judgment errors may occur.

 

  41

 

 

United Bancorp, Inc.

Management’s Discussion and Analysis of Financial

Condition and Results of Operations

 

Analysis of Financial Condition

 

Earning Assets – Loans

 

Our focus as a community bank is to meet the credit needs of the markets we serve. At September 30, 2018, gross loans were $393.2 million, compared to $368.6 million at December 31, 2017, an increase of $24.6 million after offsetting repayments for the period. The overall increase in the loan portfolio was comprised of a $25.4 million increase in commercial and commercial real estate loans a $815,000 increase in residential real estate loans and a $1.6 million decrease in installment loans since December 31, 2017.

 

Commercial and commercial real estate loans comprised 77.7% of total loans at September 30, 2018, compared to 76.0% at December 31, 2017. Commercial and commercial real estate loans have increased $25.4 million, or 9.1% since December 31, 2017. This segment of the loan portfolio includes originated loans in our market areas and purchased participations in loans from other banks for out-of-area commercial and commercial real estate loans to benefit from consistent economic growth outside the Company’s primary market area, but mainly within the states of Ohio and West Virginia.

 

Installment loans represented 2.8% of total loans at September 30, 2018 and 3.4% at December 31, 2017. Some of the installment loans carry somewhat more risk than real estate lending; however, it also provides for higher yields. Installment loans have decreased $1.6 million, or 12.8%, since December 31, 2017. The targeted lending areas encompass four separate metropolitan areas, minimizing the risk to changes in economic conditions in the communities housing the Company’s banking locations.

 

Residential real estate loans were 19.5% of total loans at September 30, 2018 and 20.6% at December 31, 2017, representing an increase of $815,000, or 1.0% since December 31, 2017. As of September 30, 2018, the Bank has approximately $4.5 million in fixed-rate loans that have been sold in the secondary market but still serviced by the Company as compared to $5.3 million at December 31, 2017. The level of fixed rate mortgages serviced by the Company will continue to decline as the Company will not retain servicing rights on new sales going forward for these types of products. The Company will continue to service these loans for a fee that is typically 25 basis points. At June 30, 2018, the Company did not hold any loans for sale.

 

The allowance for loan losses totaled $2.0 million at September 30, 2018, which represented 0.51% of total loans, and $2.1 million at December 31, 2017, or 0.58% of total loans. The allowance represents the amount which management and the Board of Directors estimates is adequate to provide for probable losses inherent in the loan portfolio. The allowance balance and the provision charged to expense are reviewed by management and the Board of Directors monthly using a risk evaluation model that considers borrowers’ past due experience, economic conditions and various other circumstances that are subject to change over time. Management believes the current balance of the allowance for loan losses is adequate to absorb probable incurred credit losses associated with the loan portfolio. The Company had net charge-offs of $319,000 for the nine months ended September 30, 2018 and $221,000 for the nine months ended September 30, 2017.

 

  42

 

  

United Bancorp, Inc.

Management’s Discussion and Analysis of Financial

Condition and Results of Operations

 

Earning Assets – Securities

 

The securities portfolio is comprised of U.S. Government agency-backed securities, tax-exempt obligations of state and political subdivisions and certain other investments. Securities available for sale at September 30, 2018 increased approximately $41.5 from December 31, 2017 totals. Due to the rising rate environment in which we are currently operating, we are seeing opportunities in the area of securities investments; whereby, we are finally seeing yields that are at acceptable levels, which is encouraging us to leverage-up on state and political subdivision investments.

 

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 and noninterest-bearing deposits, excluding certificates of deposit greater than $250,000. For the period ended September 30, 2018, total core deposits increased approximately $42.4 million, or 11.1%. The Company’s savings accounts decreased $1.6 million or 1.9% from December 31, 2017 totals. The Company’s interest-bearing and non-interest bearing demand deposits increased $30.6 million or 12.9% while certificates of deposit under $250,000 increased by $13.3 million, or 22.0%. The Company considers core deposit to be stable; therefore, the amount of funds anticipated to flow out in the next three to six months is not considered material to the overall liquidity position of the Company.

 

The Company has a strong deposit base from public agencies, including local school districts, city and township municipalities, public works facilities and others that may tend to be more seasonal in nature resulting from the receipt and disbursement of state and federal grants. These entities have maintained fairly static balances with the Company due to various funding and disbursement timeframes.

 

Certificates of deposit greater than $250,000 are not considered part of core deposits and as such are used to balance rate sensitivity as a tool of funds management. At September 30, 2018, certificates of deposit greater than $250,000 increased $6.0 million or 112.2%, from December 31, 2017 totals.

 

Sources of Funds – Securities Sold under Agreements to Repurchase and Other Borrowings

 

Other interest-bearing liabilities include securities sold under agreements to repurchase and Federal Home Loan Bank (“FHLB”) advances. The majority of the Company’s repurchase agreements are with local school districts and city and county governments. The Company’s short-term borrowings increased approximately $4.3 million from December 31, 2017 totals.

 

Results of Operations for the Nine Months Ended September 30, 2018 and 2017

 

Net Income

 

For the nine months ended September 30, 2018 the Company reported net earnings of $3,691,000, compared to $2,766,000 for the nine months ended September 30, 2017. On a per share basis, the Company’s diluted earnings were $0.69 for the nine months ended September 30, 2018, as compared to $0.55 for the nine months ended September 30, 2017.

 

  43

 

 

United Bancorp, Inc.

Management’s Discussion and Analysis of Financial

Condition and Results of Operations

 

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 11.9%, or $1.4 million for the nine months ended September 30, 2018 compared to the same period in 2017. The earnings improvement of our Company for the nine months ended September 30, 2018 is reflective of the growth primarily in higher-yielding commercial and commercial real estate loans, offset somewhat by increased costs related to the Company’s growth in core deposits.

 

Provision for Loan Losses

 

The Company increased the provision for loan losses which was $201,000 for the nine months ended September 30, 2018 compared to $75,000 for the nine months ended September 30, 2017, an increase of $126,000. This increase in provision expense is primarily a result of the increase in average loan volumes over the period.

 

Noninterest Income

 

Total noninterest income is made up of bank related fees and service charges, as well as other income producing services provided, sales of loans in the secondary market, ATM income, early redemption penalties for certificates of deposit, safe deposit rental income, internet bank service fees, earnings on bank-owned life insurance and other miscellaneous items.

 

The Company’s service charges on deposit accounts increased by $86,000 for the nine months ended September 30, 2018 as compared to the same period in 2017.

 

Noninterest Expense

 

Noninterest expense increased on a year-over-year basis by $1.0 million or 10.0%. Salaries and employee benefit expense increased $287,000, or 5.3%, for the nine month period ended September 30, 2018, compared to the same period in 2017. Part of this increase in salaries and employee benefit expense is attributed to the increase in lending personnel that have driven the solid growth in loan production. Net occupancy and equipment expense increased $40,000 or 2.6%, for the nine month period ended September 30, 2018, compared to the same period in 2017. Also significantly contributing to the increase in noninterest expense for this period are the approximately $223,000 in merger-related and other one-time expenses primarily relating to the Company’s acquisition of PPCB and FNBPP.

 

Federal Income Taxes

 

The provision for federal income taxes was $717,000 for the nine months ended September 30, 2018, a decrease of $603,000 compared to the same period in 2017. The effective tax rate was 16.3% and 32.3% for the nine months ended September 30, 2018 and 2017, respectively.

 

  44

 

 

United Bancorp, Inc.

Management’s Discussion and Analysis of Financial

Condition and Results of Operations

 

Results of Operations for the Three Months Ended September 30, 2018 and 2017

 

Net Income

 

For the three months ended September 30, 2018 the Company reported net earnings of $1.3 million, compared to $1.0 million for the three months ended September 30, 2017. On a per share basis, the Company’s diluted earnings were $0.25 for the three months ended September 30, 2018, as compared to $0.20 for the three months ended September 30, 2017.

 

Net Interest Income

 

Net interest income increased 11.9%, or $493,000 for the three months ended September 30, 2018 compared to the same period in 2017. The earnings improvement of our Company for the three months ended September 30, 2017 is reflective of the growth primarily in higher-yielding commercial and commercial real estate loans, offset somewhat by increased costs related to the Company’s growth in core deposits.

 

Provision for Loan Losses

 

The provision for loan losses was $72,000 for the three months ended September 30, 2018, compared to $25,000 for the same period in 2017. This increase in provision expense is primarily a result of the increase in average loan volumes over the period.

 

Noninterest Income

 

The Company’s service charges on deposit accounts increased by $34,000 for the three months ended September 30, 2018 as compared to the same period in 2017.

 

Noninterest Expense

 

Noninterest expense increased on a quarter-over-quarter basis by $399,000 or 11.5%. Contributing significantly to the increase in noninterest expense for this period are the approximately $100,000 in merger-related and other one-time expenses primarily relating to the Company’s acquisition of PPCB and FNBPP

 

Federal Income Taxes

 

The provision for federal income taxes was $269,000 for the three months ended September 30, 2018, an increase of $548,000 compared to the same period in 2017. The effective tax rate was 16.8% and 35.4% for the three months ended September 30, 2018 and 2017, respectively.

 

  45

 

  

United Bancorp, Inc.

Management’s Discussion and Analysis of Financial

Condition and Results of Operations

 

Capital Resources

 

Internal capital growth, through the retention of earnings, is the primary means of maintaining capital adequacy for the Company. Stockholders’ equity totaled $45.1 million at September 30, 2018 compared to $43.9 million at December 31, 2017, a $1,217,000 increase. Total stockholders’ equity in relation to total assets was 8.59% at September 30, 2018 and 9.56% at December 31, 2017. Our 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 enables 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. Although this preferred stock is a financial tool, it has not been utilized to date.

 

The Company has offered for many years 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 Company’s dividend policy or a guarantee of future dividends.

 

The Company is subject to the regulatory requirements of The Federal Reserve System as a bank holding company. The Bank is subject to regulations of the FDIC and the State of Ohio, Division of Financial Institutions. The most important of these various regulations address capital adequacy.

 

On January 1, 2015, the final rules of the Federal Reserve Board went into effect implementing in the United States the Basel III regulatory capital reforms from the Basel Committee on Banking Supervision and certain changes required by the Dodd-Frank Wall Street Reform and Consumer Protection Act.

 

Under the final rule, minimum requirements increased for both the quality and quantity of capital held by banking organizations. The rule requires a new minimum ratio of common equity tier 1 capital to risk-weighted assets of 4.5 percent and a common equity tier 1 capital conservation buffer of 2.5 percent of risk-weighted assets that will apply to all supervised financial institutions. The rule also raises the minimum ratio of tier 1 capital to risk-weighted assets from 4 percent to 6 percent and includes a minimum leverage ratio of 4 percent for all banking organizations.

 

As of September 30, 2018, the Company continues to be well-capitalized in accordance with Federal regulatory capital requirements as the capital ratios below show:

 

Common equity tier 1 capital ratio   10.62%
Tier 1 capital ratio   11.56%
Total capital ratio   12.03%
Leverage ratio   10.05%

 

  46

 

  

United Bancorp, Inc.

Management’s Discussion and Analysis of Financial

Condition and Results of Operations

 

Liquidity

 

Management’s objective in managing liquidity is maintaining the ability to continue meeting the cash flow needs of its customers, such as borrowings or deposit withdrawals, as well as its own financial commitments. The principal sources of liquidity are net income, loan payments, maturing securities and sales of securities available for sale, federal funds sold and cash and deposits with banks. Along with its liquid assets, the Company has additional sources of liquidity available to ensure that adequate funds are available as needed. These include, but are not limited to, the purchase of federal funds, the ability to borrow funds under line of credit agreements with correspondent banks, a borrowing agreement with the Federal Home Loan Bank of Cincinnati and the adjustment of interest rates to obtain depositors. Management feels that it has the capital adequacy and profitability to meet the current and projected liquidity needs of its customers.

 

Inflation

 

Substantially all of the Company’s assets and liabilities relate to banking activities and are monetary in nature. The consolidated financial statements and related financial data are presented in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). U.S. GAAP currently requires the Company to measure the financial position and results of operations in terms of historical dollars, with the exception of securities available for sale, certain impaired loans and certain other real estate and loans that may be measured at fair value. Changes in the value of money due to rising inflation can cause purchasing power loss.

 

Management’s opinion is that movements in interest rates affect the financial condition and results of operations to a greater degree than changes in the rate of inflation. It should be noted that interest rates and inflation do affect each other, but do not always move in correlation with each other. The Company’s ability to match the interest sensitivity of its financial assets to the interest sensitivity of its liabilities in its asset/liability management may tend to minimize the effect of changes in interest rates on the Company’s performance.

 

ITEM 3Quantitative and Qualitative Disclosures About Market Risk

 

There has been no significant change from disclosures included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.

 

  47

 

 

United Bancorp, Inc.

Management’s Discussion and Analysis of Financial

Condition and Results of Operations

 

ITEM 4.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 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 September 30, 2018, in timely alerting them to material information relating to the Company (including its consolidated subsidiary) 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 September 30, 2018 that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

 

  48

 

  

United Bancorp, Inc.

Part II – Other Information

 

ITEM 1.Legal Proceedings

 

None, other than ordinary routine litigation incidental to the Company’s business.

 

ITEM 1A.Risk Factors

 

There have been no material changes from risk factors as previously disclosed in Part 1 Item 1A of the Company’s Form 10-K for the year ended December 31, 2017, filed on March 20, 2018.

 

ITEM 2.Unregistered Sales of Equity Securities and Use of Proceeds

 

ISSUER PURCHASES OF EQUITY SECURITIES

 

Period  (a)
Total Number of
Shares (or Units)
Purchased
   (b)
Average Price Paid
Per Share (or Unit)
   (c)
Total Number of
Shares (or Units)
Purchased as Part
Of Publicly
Announced Plans
Or Programs
   (d)
Maximum Number or
Approximate Dollar
Value) of Shares (or
Units) that May Yet Be
 Purchased Under the
 Plans or Programs
 
Month #1
7/1/2018 to
7/31/2018
                
Month #2
8/1/2018 to
8/31/2018
   5,849    13.57         
Month #3
9/1/2018 to
9/30/2018
                

 

The Company adopted the United Bancorp, Inc. Affiliate Banks Directors and Officers Deferred Compensation Plan (the “Plan”), which is an unfunded deferred compensation plan. Amounts deferred pursuant to the Plan remain unrestricted assets of the Company, and the right to participate in the Plan is limited to members of the Board of Directors and Company officers. Under the Plan, directors or other eligible participants may defer fees and up to 50% of their annual incentive award payable to them by the Company, which are used to acquire common shares which are credited to a participant’s respective account. Except in the event of certain emergencies, no distributions are to be made from any account as long as the participant continues to be an employee or member of the Board of Directors. Upon termination of service, the aggregate number of shares credited to the participant’s account are distributed to him or her along with any cash proceeds credited to the account which have not yet been invested in the Company’s stock. All purchases under this deferred compensation plan are funded with either earned director fees or officer incentive award payments. No underwriting fees, discounts, or commissions are paid in connection with the Plan. The shares allocated to participant accounts have not been registered under the Securities Act of 1933 in reliance upon the exemption provided by Section 4(2) thereof. On August 31, 2018, the Plan purchased a total of 5,849 common shares for participant accounts. All purchases under this deferred compensation plan are funded with either earned director fees or officer incentive award payments

 

ITEM 3.Defaults Upon Senior Securities

 

Not applicable.

 

  49

 

  

United Bancorp, Inc.

Part II – Other Information

 

ITEM 4.Mine Safety Disclosures

 

Not applicable.

 

ITEM 5.Exhibits

 

  EX 2.0   Agreement and Plan of Merger dated as of June 14, 2018(3)
       
  EX-3.1   Amended Articles of Incorporation of United Bancorp, Inc. (1)
       
  EX-3.2   Amended Code of Regulations of United Bancorp, Inc. (2)
       
  EX-4.0   Instruments Defining the Rights of Security Holders (See Exhibits 3.1 and 3.2)
       
  EX 31.1   Rule 13a-14(a) Certification – CEO
       
  EX 31.2   Rule 13a-14(a) Certification – CFO
       
  EX 32.1   Section 1350 Certification – CEO
       
  EX 32.2   Section 1350 Certification – CFO
       
  EX 101.INS   XBRL Instance Document
       
  EX 101.SCH   XBRL Taxonomy Extension Schema Document
       
  EX 101.CAL   XBRL Taxonomy Extension Calculation Linkbase Document
       
  EX 101.DEF   XBRL Taxonomy Extension Definition Linkbase Document
       
  EX 101.LAB   XBRL Taxonomy Extension Label Linkbase Document
       
  EX 101.PRE   XBRL Taxonomy Extension Presentation Linkbase Document

 

  (1) Incorporated by reference to Appendix B to the registrant’s Definitive Proxy Statement filed with the Securities and Exchange Commission on March 14, 2001.
     
(2) Incorporated by reference to Exhibit 3.2 to the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 22, 2014.
     
(3) Incorporated by reference to Exhibit 2.1 to the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 14, 2018.

 

  50

 

 

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 thereunto duly authorized.

 

  /s/United Bancorp, Inc.
   
Date: November 14, 2018  By: /s/Scott A. Everson
    Scott A. Everson
    President and Chief Executive Officer

 

Date: November 14, 2018 By: /s/Randall M. Greenwood
    Randall M. Greenwood
    Senior Vice President, Chief Financial Officer and Treasurer

 

  51

 

 

Exhibit Index

 

Exhibit No.   Description
       
  31.1   Rule 13a-14(a) Certification – Principal Executive Officer
       
  31.2   Rule 13a-14(a) Certification – Principal Financial Officer
       
  32.1   Certification pursuant to 18 U.S.C. Section 1350, as enacted pursuant to Section 906 of The Sarbanes-Oxley act of 2002.
       
  32.2   Certification pursuant to 18 U.S.C. Section 1350, as enacted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002.

 

  52

 

(Back To Top)

Section 2: EX-31.1 (EXHIBIT 31.1)

 

Exhibit 31.1

 

CERTIFICATIONS

 

I, Scott A. Everson, President and Chief Executive Officer of United Bancorp, Inc., certify that:

 

1.I have reviewed this Form 10-Q of United Bancorp, Inc.;

 

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: November 14, 2018   /s/Scott A. Everson
    Scott A. Everson, President and CEO

 

  

 

(Back To Top)

Section 3: EX-31.2 (EXHIBIT 31.2)

 

Exhibit 31.2

 

CERTIFICATIONS

 

I, Randall M. Greenwood, Chief Financial Officer of United Bancorp, Inc., certify that:

 

1.I have reviewed this Form 10-Q of United Bancorp, Inc.;

 

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(b)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date:  November 14, 2018   /s/Randall M. Greenwood
    Randall M. Greenwood, CFO

 

  

 

(Back To Top)

Section 4: EX-32.1 (EXHIBIT 32.1)

 

 Exhibit 32.1

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ENACTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of United Bancorp, Inc. (the "Company") on Form 10-Q for the period ending September 30, 2018 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Scott A. Everson, Chairman, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as enacted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

/s/Scott A. Everson  
Scott A. Everson,  
President and Chief Executive Officer  
   
November 14, 2018  

   

  

 

(Back To Top)

Section 5: EX-32.2 (EXHIBIT 32.2)

 

Exhibit 32.2

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ENACTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of United Bancorp, Inc. (the "Company") on Form 10-Q for the period ending September 30, 2018 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Randall M. Greenwood, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as enacted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

/s/Randall M. Greenwood  
Randall M. Greenwood,  
Chief Financial Officer  
   
November 14, 2018  

 

58 

 

(Back To Top)