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Section 1: 8-K (8-K)






Washington, D.C. 20549







Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 2, 2019




(Exact name of registrant as specified in its charter)




Ohio   0-16540   34-1405357
(State or other jurisdiction
of incorporation)
File Number)
  (IRS Employer
Identification No.)


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

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

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



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


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


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


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


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

Securities registered pursuant to Section 12(b) of the Act:


Title of each class


Trading Symbol(s)


Name of each exchange on which registered

Common Stock, Par Value $1.00   UBCP   NASDQ Capital Market

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 August 2, 2019, United Bancorp, Inc. issued a press release announcing its results of operations and financial condition for and as of the three and six month periods ended June 30, 2019, unaudited. The press release is furnished as Exhibit No. 99 hereto.


Item 9.01.

Financial Statements and Exhibits.

(d)     Exhibits

The following exhibits are furnished herewith:




Exhibit Description

99    Press release, dated August 2, 2019, announcing Registrant’s unaudited results of operations and financial condition for and as of the three and six month periods ended June 30, 2019.


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: August 2, 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)


Exhibit 99







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


Contacts:    Scott A. Everson    Randall M. Greenwood

President and CEO

(740) 633-0445, ext. 6154

[email protected]


Senior Vice President, CFO and Treasurer

(740) 633-0445, ext. 6181

[email protected]

FOR IMMEDIATE RELEASE:                1:00 p.m. August 2, 2019

United Bancorp, Inc. Reports an Increase in Net Income of 38% for the Six Months Ended June 30, 2019; Diluted Earnings per Share of $0.57 versus $0.46 Reported in 2018, and a Forward Dividend Yield of 4.70%

MARTINS FERRY, OHIO United Bancorp, Inc. (NASDAQ: UBCP), headquartered in Martins Ferry, Ohio, reported diluted earnings per share of $0.57 and net income of $3,260,000 for the six months ended June 30, 2019, as compared to $0.46 and $2,360,000, respectively, for the corresponding six month period in 2018. The Company’s diluted earnings per share for the three months ended June 30, 2019 was $0.29 as compared to $0.23 to the same period in the previous year. These year-over-year improvements in UBCP’s earnings are directly related to the Company executing its strategic vision to achieve profitable growth by growing in both an organic fashion and through acquiring other like-minded community banking organizations.

Randall M. Greenwood, Senior Vice President, CFO and Treasurer remarked, “We are pleased to report on our solid financial performance for the three-month period ended June 30, 2019 and year-to-date. For the most recently ended quarter, our Company had an increase in net income of $434,000, or 35.8%, on a year-over-year basis. For the six month period ending June 30, 2019, our Company saw its net income increase by $900,000, or 38.1%, to a level of $3,260,000—which is a new earnings record for our company. This increase in earnings is strongly correlated to the strong organic and acquisition-related growth that our Company experienced during the past twelve months. Even with the issuance of common shares to facilitate our most recent acquisition completed in the fourth quarter of 2018, our diluted earnings per share was $0.29 versus $0.23 the prior year, an increase of 26.1%. The combination of the acquisition-related and strong organic growth that we achieved this past year facilitated the increase in the level of our Company’s higher-yielding earning assets, which grew by $117.2 million, or 24.9%, on a year-over-year basis. This growth in earning assets was divided between steady growth in our Company’s loan portfolio, which increased by $45.9 million, or 12.1%, and solid growth in our investment portfolio, with securities and other restricted stock increasing by $71.2 million or 78.8%. With our increased level of higher-yielding earning assets, our Company saw a year-over-year increase in the level of interest income that it generated for the first six months of 2019 of $3.2 million or 33.2%.”

Greenwood further stated, “In order to fund this strong growth in our earning assets—while improving our overall levels of profitability—our Company needed to attract a substantial level of cost effective funding. We achieved this by successfully growing our lower-cost, retail balances (consisting of noninterest bearing and interest bearing demand deposits and savings deposits) by $83.3 million, or 24%, year-over-year. With

lower-cost retail balances totaling $430.1 million as of June 30, 2019, they comprise 79% of total deposits for the Company. The remaining growth in deposits came in the area of time deposits (consisting of certificates of deposit or term funding), which increased by $47.4 million since June 2018. By funding our above-peer growth in earning assets primarily with lower-costing retail funding this past year—even though we have been operating in a rising rate environment during these past twelve months; wherein, the Federal Open Market Committee (FOMC) increased the target rate for Federal funds by 0.75% during that timeframe—our Company was able to maintain a very solid net interest margin which was 3.73% as of the most recent quarter end.”

Greenwood continued, “From a qualitative perspective, we have successfully maintained overall strength and stability within our loan portfolio. Year-over-year, our Company continues to have very solid credit quality-related metrics supported by a relatively low level of nonaccrual loans and loans past due 30 plus days, which were $3.4 million, or 0.79 percent of total loans, at June 30, 2019. Further, net loans charged off, excluding overdrafts, was $56,000 for the six months ended June 30, 2019, which is a decrease of $65,000 from the previous year. Net charge offs to average loans for the first six months of 2019 was 0.05% versus 0.09% for the same period in 2018. 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 sound in the near to intermediate term, we anticipate that this trend will continue for the foreseeable future.”

Greenwood concluded, “Considering that we anticipate our earning assets to continue growing at very acceptable levels and our overall credit quality to remain very solid, we strongly expect that we will be able to continue growing our earnings at the double-digit level that we experienced in the first half of this year throughout the course of 2019.”

Scott A. Everson, President and CEO stated, “We are extremely gratified to report on the strong earnings that our Company produced for the second quarter and first half of 2019. We greatly benefited from the positive execution of our strategic plan, which calls for us to grow through acquiring other like-minded community banking organizations, building new banking centers in key and complimentary markets and capitalizing on prudent, yet profitable, organic opportunities. Over the course of the past twelve months, we had success in these key areas on which we keenly focus. With the double digit growth that we have experienced during this timeframe, our Company has produced record earnings. In addition, we are well on our way to achieving our strategic vision of growing our assets to a level of $1.0 billion, or greater, which should also help our Company become more operationally efficient. Excitingly, during the course of the most recently ended quarter, we announced that our Company issued $20.0 million in subordinated debt at very favorable terms. Although this does not contribute to our Tier I Capital at the corporate-level, it does add to our Tier I Capital at our bank-level. Having this new leverageable (or growth) capital at our affiliate bank-level will greatly aid in helping us attain our lofty goal for growth and driving our earnings in a positive fashion in future periods.”

Everson continued, “By continuing to utilize the “playbook” that we did last year to achieve profitable growth, we are very optimistic about our future prospects. In addition, we will continue focusing on building our infrastructure (or, foundation) to support further growth while achieving greater efficiencies. As we have previously stated, we are strongly committed to remaining relevant within our industry by investing in our technology and origination/service platforms. Ultimately, our vision is to become an omnichannel bank—by having complete channel integration and offering mobility to our customers—thereby, serving them on their terms and through their preferred channels. We have started this initiative and believe that, for a community-minded bank, we will have a complete digital solution that will be highly appealing to our target clientele within the next year or two. Coupling this investment in technology with continued investment in growing our Company through acquisition and new branch construction in key complimentary markets, we firmly believe that we can continue to grow at acceptable levels while remaining very profitable.” Everson further and proudly stated, “On June 18, 2019, our Company announced that it has purchased land in Moundsville, West Virginia and has plans to construct a new banking center in this very vibrant community in the heart of the proposed ethane cracker region. This will be the Company’s first full service office in the State of West Virginia and this new location will further enhance our developing footprint in the Upper Ohio

Valley Region (which is our traditional market), and nicely compliment our recent market expansion in Powhatan Point, Ohio, which is across the Ohio River from this new and exciting market. Even with the high level of growth that we experienced over the course of the past twelve months, we continued to maintain our overall profitability. With our record earnings in the first six months of 2019, our Company had a return on equity (ROE) of 11.4% and a return on assets (ROA) of 1.04% for the six months ended, June 30, 2019. 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.”

Everson concluded, “Our primary foci are rewarding our shareholders by paying a very solid cash dividend while driving their shareholder value in our Company. In the first and second quarter of this year, we increased our cash dividend payout by $0.0025 per quarter and are currently paying $0.1350 which, on a forward basis, produces a dividend yield of 4.70% based on our closing price as of the most recent quarter end. Regarding our present market valuation, on a forward basis we are currently trading at a price to earnings multiple of 10.0 times. With our market sector trading more in the range of 13 times at present, we are highly optimistic that we will see a higher market valuation in future periods…assuming that we continue to drive our earnings at the levels we have seen and currently project. Overall, we are extremely pleased with the direction that we are going and the results that we are producing. We continue to be highly optimistic about our future potential 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 $648.6 million and total shareholder’s equity of $57.0 million as of June 30, 2019. 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. 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 June 30     %     $  
     2019     2018     Change     Change  



Interest income on loans

   $ 5,109,571     $ 4,341,084       17.70   $ 768,487  

Loan fees

     288,302       221,120       30.38   $ 67,182  

Interest income on securities

     1,250,230       545,138       129.34   $ 705,092  







Total interest income

     6,648,103       5,107,342       30.17   $ 1,540,761  

Total interest expense

     1,468,420       706,062       107.97   $ 762,358  







Net interest income

     5,179,683       4,401,280       17.69   $ 778,403  

Provision for loan losses

     120,000       72,000       66.67   $ 48,000  

Net interest income after provision for loan losses

     5,059,683       4,329,280       16.87   $ 730,403  

Service charges on deposit accounts

     693,487       650,577       6.60   $ 42,910  

Net realized gains on sale of loans

     9,286       22,546       -58.81   $ (13,260

Other noninterest income

     244,278       214,854       13.69   $ 29,424  

Total noninterest income

     947,051       887,977       6.65   $ 59,074  

Total noninterest expense

     4,171,876       3,754,331       11.12   $ 417,545  







Earnings before income taxes

     1,834,858       1,462,926       25.42   $ 371,932  







Income tax expense

     188,033       250,051       -24.80   $ (62,018







Net income

   $ 1,646,825     $ 1,212,875       35.78   $ 433,950  

Per share


Earnings per common share—Basic

   $ 0.29     $ 0.23       26.09  

Earnings per common share—Diluted

     0.29       0.23       26.09  

Cash dividends paid

     0.1350       0.13       3.85  

Shares Outstanding



     5,520,259       4,878,254       —      


     5,520,259       4,878,254       —      
     For the Six Months Ended June 30     %     $  
     2019     2018     Change     Change  



Interest income on loans

   $ 10,240,712     $ 8,456,924       21.09   $ 1,783,788  

Loan fees

     392,779       436,357       -9.99   $ (43,578

Interest income on securities

     2,329,796       838,924       177.71   $ 1,490,872  







Total interest income

     12,963,287       9,732,205       33.20   $ 3,231,082  

Total interest expense

     2,675,608       1,229,667       117.59   $ 1,445,941  







Net interest income

     10,287,679       8,502,538       21.00   $ 1,785,141  

Provision for loan losses

     210,000       129,000       62.79   $ 81,000  

Net interest income after provision for loan losses

     10,077,679       8,373,538       20.35   $ 1,704,141  

Service charges on deposit accounts

     1,406,781       1,281,166       9.80   $ 125,615  

Net realized gains on sale of loans

     13,090       36,766       -64.40   $ (23,676

Other noninterest income

     472,128       450,200       4.87   $ 21,928  

Total noninterest income

     1,891,999       1,768,132       7.01   $ 123,867  

Total noninterest expense

     8,334,204       7,332,893       13.66   $ 1,001,311  







Earnings before income taxes

     3,635,474       2,808,777       29.43   $ 826,697  







Income tax expense

     375,041       448,350       -16.35   $ (73,309







Net income

   $ 3,260,433     $ 2,360,427       38.13   $ 900,006  

Per share


Earnings per common share—Basic

   $ 0.57     $ 0.46       23.91  

Earnings per common share—Diluted

     0.57       0.46       23.91  

Cash dividends paid

     0.2675       0.26       2.88  

Annualized yield based on quarter end close

     4.65     3.85     0.80  

Shares Outstanding



     5,517,852       4,866,322       —      


     5,517,852       4,866,322       —      

Common stock, shares issued

     5,939,351       5,360,304       —      

Shares held as Treasury

     42,410       5,744       —      

At quarter end


Total assets

   $ 648,627,000     $ 514,801,418       26.00   $ 133,825,582  

Total assets (average)

     629,540,000       478,263,000       31.63   $ 151,277,000  

Other real estate and repossessions (“OREO”)

     30,000       615,000       -95.12   $ (585,000

Gross loans

     425,432,621       379,512,976       12.10   $ 45,919,645  

Allowance for loan losses

     2,141,790       2,080,145       2.96   $ 61,645  

Net loans

     423,290,831       377,432,831       12.15   $ 45,858,000  

Non-accrual loans

     2,814,220       1,204,256       133.69   $ 1,609,964  

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

     530,648       1,730,632       -69.34   $ (1,199,984

Net loans charged-off

     56,179       120,839       -53.51   $ (64,660

Net overdrafts charged-off

     54,919       50,254       9.28   $ 4,665  

Net charge-offs

     111,098       171,093       -35.07   $ (59,995

Average loans

     415,829,000       370,341,000       12.28   $ 45,488,000  

Cash and due from Federal Reserve Bank

     20,107,980       16,308,016       23.30   $ 3,799,964  

Average cash and due from Federal Reserve Bank

     5,272,000       13,402,000       -60.66   $ (8,130,000

Securities and other restricted stock

     161,605,015       90,376,328       78.81   $ 71,228,687  

Average securities and other restricted stock

     131,739,000       67,222,000       95.98   $ 64,517,000  

Total deposits

     546,246,079       415,634,366       31.42   $ 130,611,713  

Non interest bearing demand

     113,354,585       68,903,739       64.51   $ 44,450,846  

Interest bearing demand

     205,850,931       194,049,223       6.08   $ 11,801,708  


     110,884,640       83,838,243       32.26   $ 27,046,397  

Time < $100,000

     99,092,547       63,035,793       57.20   $ 36,056,754  

Time > $100,000

     17,063,376       5,807,368       193.82   $ 11,256,008  

Average total deposits

     425,893,000       402,436,000       5.83   $ 23,457,000  

Advances from the Federal Home Loan Bank

     1,633       33,768,093       -100.00   $ (33,766,460

Overnight advances

     —         33,600,000       N/A     $ (33,600,000

Term advances

     1,633       168,093       -99.03   $ (166,460

Subordinated debt (net of unamortized issuance costs)

     19,396,372       —         N/A     $ 19,396,372  

Securities sold under agreements to repurchase

     7,674,291       12,345,503       -37.84   $ (4,671,212

Stockholders’ equity

     57,005,357       44,985,506       26.72   $ 12,019,851  

Stockholders’ equity (average)

     57,028,000       44,986,000       26.77   $ 12,042,000  

Stock data


Market value—last close (end of period)

   $ 11.50     $ 13.50       -14.81  

Dividend payout ratio

     46.93     56.52     -9.58  

Price earnings ratio

     10.09  x      16.88  x      3.47  

Book value (end of period)

     9.73       9.04       7.63  

Market price to book value

     118.19     149.34     -20.86  

Key performance ratios


Return on average assets (ROA)

     1.04     0.99     0.04  

Return on average equity (ROE)

     11.43     10.49     0.94  

Net interest margin (federal tax equivalent))

     3.73     3.90     -0.17  

Interest expense to average assets

     0.85     0.51     0.34  

Total allowance for loan losses to nonaccrual loans

     76.11     172.73     -96.62  

Total allowance for loan losses to total loans

     0.50     0.55     -0.05  

Nonaccrual loans to total loans

     0.66     0.32     0.34  

Nonaccrual loans and OREO to total assets

     0.44     0.35     0.09  

Net charge-offs (recoveries) to average loans

     0.05     0.09     -0.04  

Equity to assets at period end

     8.79     8.74     0.05  
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