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Section 1: 8-K (8-K)

8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 31, 2019

 

 

UNITED BANCORP, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Ohio   0-16540   34-1405357

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

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

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

 

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

 

 

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

 

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

 

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

 

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

 

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

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

Emerging growth company  ☐

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

 

 

 


Item 2.02.

Results of Operations and Financial Condition.

On January 31, 2019, United Bancorp, Inc. issued a press release announcing its results of operations and financial condition for and as of, respectively, the fiscal periods ended December 31, 2018, unaudited. The press release is furnished as Exhibit No. 99.

 

Item 9.01.

Financial Statements and Exhibits.

 

(d)

Exhibits

The following exhibits are furnished herewith:

 

Exhibit
Number

  

Exhibit Description

99   

Registrant’s press release, dated January 31, 2019


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 hereunto duly authorized.

 

Dated: February 1, 2019

      UNITED BANCORP, INC.
     

/s/ Randall M. Greenwood

      Randall M. Greenwood
     

Senior Vice President and

Chief Financial Officer

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Section 2: EX-99 (EX-99)

EX-99

Exhibit 99

 

LOGO

 

 

 

PRESS RELEASE

 

 

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

 

Contacts:  

Scott A. Everson

President and CEO

(740) 633-0445, ext. 6154

[email protected]

  

Randall M. Greenwood

Senior Vice President, CFO and Treasurer

(740) 633-0445, ext. 6181

[email protected]

FOR IMMEDIATE RELEASE:        11:00 a.m. January 31, 2019

United Bancorp, Inc. Reports Record Earnings for 2018 and, During the Most Recently Ended Quarter, Finalizing the Acquisition of Powhatan Point Community Bancshares

MARTINS FERRY, OHIO ◆◆◆ United Bancorp, Inc. (NASDAQ: UBCP), reported diluted earnings per share of $0.79 and net income of $4,282,000 for the year ended December 31, 2018, as compared to $0.71 and $3,546,000, respectively, for 2017. The net income reported for the year 2018 is a record for the Company. The Company’s diluted earnings per share for the three months ended December 31, 2018, was $0.10, as compared to $0.16 for the same period in 2017. Merger related expenses, attributed to the acquisition of Powhatan Point Community Bancshares, Inc. (PPCB), which closed on October 15, 2018, were $1.3 million for the 12 months ended December 31, 2018. Of this total, $1.1 million in merger related expenses were incurred during the fourth quarter of 2018.

Randall M. Greenwood, Senior Vice President, CFO and Treasurer remarked, “We are extremely happy to report that this past year, our Company had record earnings and overall growth. Our Company had a very solid increase in net income of $736,000, or 21.0%, for the year ended December 31, 2018 over the previous year. This increase in net income includes nonrecurring, or one time, merger related expenses of $1.3 million realized during the course of the year, which are attributed to the previously announced acquisition of Powhatan Point Community Bancshares (PPCB). This increase in earnings is strongly correlated to our Company’s growth in higher-yielding earning assets, which saw an increase of $134.2 million, or 29.4%, for the year. This growth in assets was divided between steady growth in our Company’s loan portfolio, which increased by $41.1 million or 11.2%, and solid growth in our investment portfolio, with securities and other restricted stock increasing by $79.1 million or 161%. This growth in higher-yielding earning assets helped our Company increase the level of interest income that it generated for the year by $3.7 million or 20.8%. Accordingly, and as reported on an aforementioned basis, our Company had record earnings in 2018, reporting net income of $4.2 million. From a qualitative perspective, our Company was able to maintain its overall strength and stability within its loan portfolio. Year-over-year, we continued to have very solid credit quality-related metrics supported by low levels of nonaccrual loans of approximately $1.2 million, or 0.30 percent of total loans, at December 31, 2018, compared to $1.4 million at December 31, 2017, a decrease of $200,000. Further—net loans charged off, excluding overdrafts, was $259,000 for 2018, which is a relatively modest increase of $23,000 from the previous year. Net charge offs to average loans (excluding overdraft charge offs) was 0.07% for 2018 and 2017.” Greenwood continued, “We are very satisfied with the continued strong performance of our loan portfolio from a credit quality perspective. With the anticipation of our economy remaining fundamentally strong in the near to intermediate term, we anticipate that this trend will continue into the current year.”

In addressing the above average growth that the Company experienced in 2018, Greenwood stated, “We are


very proud of the quality growth that we achieved this past year. With our current vision of becoming a community banking organization with assets greater than $1.0 billion, we need to look for opportunities to grow our Company in a safe, sound and profitable manner. We will achieve this vision through the acquisition of other fundamentally sound community banks and double digit organic growth, both of which were successfully accomplished in 2018. As previously reported, we closed on our acquisition of Powhatan Point Community Bancshares (PPCB), the parent company of the First National Bank of Powhatan Point, Ohio, on October 15, 2018. For our Company, this acquisition added approximately $61.6 million to assets; $6.8 million to loans; $55.6 million to deposits; and, $4.7 million to consolidated equity.” Greenwood continued, “From an organic perspective, we grew our assets by approximately $72.6 million, or 15.8%, over the previous year. In order to fund this strong growth in assets, our Company had above-peer growth in core, retail-oriented funding in 2018. We were successful in attracting $139.5 million in retail deposits during this past year. Organically speaking, $83.9 million, or 60% of the growth experienced, was attributed to our successful attraction of new retail deposits to our Company. As previously mentioned, approximately $55.6 million, or 40%, of this growth in retail deposits was related to our acquisition of PPCB. Of note, a majority of this new core, retail funding attracted by our Company during the course of 2018 was achieved by growing our lower-cost, retail balances, which consists of noninterest bearing and interest bearing demand deposits and savings deposits. Of the total growth in deposits in 2018, $100.6 million, or 72%, was in this lower-cost, retail funding category. The remaining growth in deposits came in the area of time deposits (consisting of certificate of deposit or term funding), which totaled $38.9 million for the year. By funding our above-peer growth in earning assets primarily with lower-costing retail funding this past year—even though we operated in a rising rate environment; whereby, the Federal Open Market Committee (FOMC) increased the target rate for Federal funds by 1.0% over the course of the year—our Company was able to maintain its solid net interest margin. At year end, our net interest margin was 3.79%, compared to 3.85% in 2017.”

Greenwood concluded, “Considering that our securities and other restricted stock balance currently exceeds the average securities and other restricted stock balance by $44.0 million and, also, having our gross loans balance exceed our average loans balance by $21.7 million, we strongly anticipate that we will be able to maintain a solid net interest margin in the coming year. Also in the coming year, with the non-recurrence of merger related expenses relating to our acquisition of PPCB this past year, we are extremely optimistic that our Company will again have record earnings in 2019!”                

Scott A. Everson, President and CEO stated, “We are extremely gratified to report on the record earnings that our Company produced in 2018. As is the situation with most companies, this past year we benefited, to some degree, from the lower rate of taxation with the enactment of the tax act. But, our Company also benefited from the positive execution of our strategic plan, which calls for us to grow through acquiring other like-minded community banking organizations and executing upon prudent, yet profitable, organic opportunities. This past year, we announced our intent to purchase and successfully closed on a great community bank holding company, Powhatan Point Community Bancshares, within a four month timeframe. I am extremely proud of the reality that our Management Team effected this transaction in a very timely manner and without any issues. In addition, our Company was able to develop a new investment strategy, which allowed us to leverage our investment portfolio to levels that we have not seen for several years. This strategy involved investing in quality municipal securities, which are highly rated and produce nice yields relative to other investment alternatives in today’s investment market. Also, we were able to grow our loans outstanding in the double-digits, while maintaining our overall credit quality. In order to achieve almost a thirty-percent growth rate in our assets, we had to be able to attract a reasonable level of cost effective funding to our Company. We were successful in doing this in an environment; wherein, it was not easily done, by bringing in lower-cost retail funding in excess of $100.0 million. Each of these events led to our Company producing record earnings during 2018, even though we continued to invest in our growth strategy and had nonrecurring expenses related to our recent bank-charter acquisition. With the projected increase in our average securities and loan-related balances in the coming year, along with the additional growth that we project for our Company, we are highly optimistic about our future and look forward to having above-peer performance in the coming quarters!”

Everson continued, “We have stated for many quarters that our goal is to profitably grow our Company. We are extremely delighted that we are presently accomplishing this. At year end, our Company had total assets of $593.4 million, which is an increase of $131.1 million, or 29.2%, over 2017. With the level of growth that we have achieved on a year-over-year basis, our current level of total assets is the highest in our Company’s


history. Our viewpoint is that profitable growth will continue to lead to positive opportunities to further grow our Company! In this area, we have very high expectations over the course of the next few years. Our ultimate goal is to become a “hybrid or omnichannel” bank that is capable of serving 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 and a higher market capitalization and, in addition, capitalize on opportunities within our industry.”

Everson further stated, “As always, one of our primary focuses is to reward our valued shareholders by paying a solid cash dividend. With our improving earnings in 2018, we increased our quarterly cash dividend payout level during the first quarter of the year. On a year-over-year basis, our Company paid a regular cash dividend of $0.52 versus $0.46 in 2017, an increase of 13.0%. At our present quarterly cash dividend payout level of $0.13, our Company’s stock has a current dividend yield of 4.55%, which is significantly higher than the average cash dividend yield presently being paid within our industry. In addition, our Company, once again, paid a special cash dividend of $0.05 per share to our valued shareholders at the end of this past year in recognition of another solid year of performance. Another primary focus that we have continues to be growing our shareholders’ value in our Company through profitable operations and strategic growth. Even though we saw our market value decrease during the course of the fourth quarter due to negative market forces, as did an overwhelming majority of other financial institutions and companies operating in our national economy, we are extremely optimistic about our future prospects as it relates to growing our market value, and; therefore, shareholders’ value in our Company, along with our market capitalization. We are hopeful that our market value will be more reflective of the above-peer core earnings growth that our Company is generating and, as forecast, will continue to generate in this current year.” Everson concluded by stating that, “We will continue to keenly focus on these two key areas to create additional value for our loyal shareholders. Overall, we are very pleased with the record-setting 2018 performance of our Company and the direction that we are going. With the positive growth that we have experienced in 2018, and with the anticipated growth that we project to occur during 2019, we are extremely optimistic about our potential to further improve the earnings of our Company and look forward to realizing this upside potential in future periods!”

United Bancorp, Inc. is headquartered in Martins Ferry, Ohio and has total assets of $593.4 million and total shareholder’s equity of $50.6 million as of December 31, 2018. Through its single bank charter, Unified Bank, the Company has nineteen banking offices that serve the Ohio Counties of Athens, Belmont, Carroll, Fairfield, Harrison, Jefferson and Tuscarawas. The Company also operates a Loan Production Office in Wheeling, WV. United Bancorp, Inc. is a part of the Russell Microcap Index and trades on the NASDAQ Capital Market tier of the NASDAQ Stock Market under the symbol UBCP, Cusip #909911109.

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


United Bancorp, Inc,

“UBCP”

 

     For the Three Months Ended                
     December 31,
2018
     December 31,
2017
     %
Change
     $
Change
 

Earnings

           

Interest income on loans

   $ 4,891,033      $ 4,125,937        18.54    $ 765,096  

Loan fees

     207,762        219,199        -5.22    $ (11,437

Interest income on securities

     966,406        245,203        294.12    $ 721,203  
  

 

 

    

 

 

       

Total interest income

     6,065,201        4,590,339        32.13    $ 1,474,862  

Total interest expense

     1,055,887        438,033        141.05    $ 617,854  
  

 

 

    

 

 

       

Net interest income

     5,009,314        4,152,306        20.64    $ 857,008  

Provision (Credit) for loan losses

     96,000        24,999        284.02    $ 71,001  

Net interest income after provision for loan losses

     4,913,314        4,127,307        19.04    $ 786,007  

Service charges on deposit accounts

     660,971        640,045        3.27    $ 20,926  

Net realized gains on sale of loans

     11,917        10,368        14.94    $ 1,549  

BOLI benefit in excess of surrender value

     100,000        —          N/A      $ 100,000  

Other noninterest income

     221,867        209,240        6.03    $ 12,627  

Total noninterest income

     994,755        859,653        15.72    $ 135,102  

Merger related expenses

     1,137,759        —          N/A     

Noninterest expense (excluding merger expenses)

     4,095,217        3,483,535        17.56    $ 611,682  

Total noninterest expense

     5,232,976        3,483,535        50.22    $ 1,749,441  
  

 

 

    

 

 

       

Income before income taxes

     675,093        1,503,425        -55.10    $ (828,332
  

 

 

    

 

 

       

Deferred tax asset write-down

     —          215,818        N/A      $ (215,818

Income tax expense

     83,457        507,763        -83.56    $ (424,306
  

 

 

    

 

 

       

Net income

   $ 591,636      $ 779,844        -24.13    $ (188,208

Per share

           

Earnings per common share — Basic

   $ 0.10      $ 0.16        -37.50    $ (0.06

Earnings per common share — Diluted

     0.10        0.16        -37.50    $ (0.06

Cash Dividends paid

     0.13        0.12        8.33    $ 0.01  

Special cash dividend paid

     0.05        0.05        N/A     

Shares Outstanding

            $ —    

Average — Basic

     5,325,499        4,881,127        —       

Average — Diluted

     5,554,294        5,006,227        —       
            $ —    
     For the Year Ended December 31,      %      $  
     2018      2017      Change      Change  

Earnings

            $ —    

Interest income on loans

   $ 17,953,373      $ 15,901,522        12.90    $ 2,051,851  

Loan fees

     921,911        901,706        2.24    $ 20,205  

Interest income on securities

     2,444,638        848,244        188.20    $ 1,596,394  
  

 

 

    

 

 

       

Total interest income

     21,319,922        17,651,472        20.78    $ 3,668,450  

Total interest expense

     3,178,886        1,763,485        80.26    $ 1,415,401  
  

 

 

    

 

 

       

Net interest income

     18,141,036        15,887,987        14.18    $ 2,253,049  

Provision for loan losses

     297,000        99,996        197.01    $ 197,004  

Net interest income after provision for loan losses

     17,844,036        15,787,991        13.02    $ 2,056,045  

Service charges on deposit accounts

     2,608,392        2,501,983        4.25    $ 106,409  

BOLI benefit in excess of surrender value

     100,000        —          N/A      $ 100,000  

Net realized gains on sale of loans

     66,335        98,287        -32.51    $ (31,952

Other noninterest income

     885,094        851,748        3.92    $ 33,346  

Total noninterest income

     3,659,821        3,452,018        6.02    $ 207,803  

Merger related expenses

     1,306,244        —          N/A     

Noninterest expense (excluding merger expenses)

     15,115,211        13,650,053        10.73    $ 1,465,158  

Total noninterest expense

     16,421,455        13,650,053        20.30    $ 2,771,402  
  

 

 

    

 

 

       

Income before income taxes

     5,082,402        5,589,956        -9.08    $ (507,554
  

 

 

    

 

 

       

Deferred tax asset write-down

     —          215,818        N/A      $ (215,818

Income tax expense

     800,006        1,827,889        -56.23    $ (1,027,883
  

 

 

    

 

 

       

Net income

   $ 4,282,396      $ 3,546,249        20.76    $ 736,147  

Per share

           

Earnings per common share — Basic

   $ 0.82      $ 0.72        13.89    $ 0.100  

Earnings per common share — Diluted

     0.79        0.71        11.27    $ 0.080  

Cash Dividends paid

     0.52        0.46        13.04    $ 0.060  

Special Cash Dividend

     0.05        0.05        N/A     

Book value (end of period)

     9.71        9.02        7.65    $ 0.690  

Shares Outstanding

            $ —    

Average — Basic

     5,075,510        4,861,942        —       

Average — Diluted

     5,304,306        4,985,799        —       

Common stock, shares Issued

     5,926,851        5,435,304        —       

Shares held as Treasury Stock

     5,744        5,744        —       

At year end

           

Total assets

   $ 593,489,876      $ 459,331,619        29.21    $ 134,158,257  

Total assets (average)

     511,323,000        448,263,000        14.07    $ 63,060,000  

Cash and due from Federal Reserve Bank

     25,253,071        14,315,077        76.41    $ 10,937,994  

Average cash and due from Federal Reserve Bank

     14,958,000        20,059,000        -25.43    $ (5,101,000

Securities and other restricted stock

     128,233,537        49,123,493        161.04    $ 79,110,044  

Average Securities and other restricted stock

     84,174,000        43,725,000        92.51    $ 40,449,000  

Other real estate and repossessions (“OREO”)

     91,000        397,430        -77.10    $ (306,430

Gross loans

     409,683,408        368,588,818        11.15    $ 41,094,590  

Average loans

     387,978,000        356,224,000        8.91    $ 31,754,000  

Allowance for loan losses

     2,042,888        2,122,238        -3.74    $ (79,350

Net loans

     407,640,520        366,466,580        11.24    $ 41,173,940  

Net loans charged off

     258,591        235,477        9.82    $ 23,114  

Net overdrafts charged off

     117,759        83,619        40.83    $ 34,140  

Total net charge offs

     376,350        319,096        17.94    $ 57,254  

Non-accrual loans

     1,245,328        1,395,252        -10.75    $ (149,924

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

     2,388,485        1,284,242        85.98    $ 1,104,243  

Average total deposits

     457,884,000        369,551,000        23.90    $ 88,333,000  

Total Deposits

     525,443,133        385,966,281        36.14    $ 139,476,852  

Non interest bearing deposits

     112,032,355        68,935,860        62.52    $ 43,096,495  

Interest bearing demand

     197,472,184        169,044,479        16.82    $ 28,427,705  

Savings

     111,251,215        82,169,225        35.39    $ 29,081,990  

Time

     104,687,379        65,816,717        59.06    $ 38,870,662  

Repurchase Agreements

     8,068,497        11,084,789        -27.21    $ (3,016,292

Advances from the Federal Home Loan Bank

     106,351        10,021,564        -98.94    $ (9,915,213

Overnight advances

     —          9,800,000        -100.00    $ (9,800,000

Term advances

     106,351        221,564        -52.00    $ (115,213

Shareholders’ equity

     50,642,299        43,894,726        15.37    $ 6,747,573  

Shareholders’ equity (average)

     46,901,000        44,186,000        6.14    $ 2,715,000  

Stock data

           

Market value — last close (end of period)

   $ 11.43      $ 13.25        -13.74   

Dividend payout ratio

     63.41      63.89      -0.74   

Price earnings ratio

     13.94      18.40      -24.26   

Market Price to Book Value

     118      147      -29.00   

Annualized yield based on year end close (exclude special dividend)

     4.55      3.47      1.08   

Key performance ratios

           

Return on average assets (ROA)

     0.84      0.79      0.02   

Return on average equity (ROE)

     9.13      8.03      0.99   

Net interest margin (Federal tax equivalent)

     3.79      3.85      -0.06   

Interest expense to average assets

     0.62      0.39      0.22   

Total allowance for loan losses to nonperforming loans

     164.04      152.10      11.94   

Total allowance for loan losses to total loans

     0.50      0.58      -0.08   

Nonaccrual loans to total loans

     0.30      0.38      -0.08   

Non accrual loans and OREO to total assets

     0.23      0.39      -0.16   

Net loan charge-offs to average loans (excludes overdraft charge-offs)

     0.07      0.07      0.00   

Equity to assets at period end

     8.53      9.56      -0.98   
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