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): October 16, 2017
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) |
Registrants telephone number, including area code: (740) 633-0445
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. | Results of Operations and Financial Condition. |
On October 16, 2017, United Bancorp, Inc. issued a press release announcing its results of operations and financial condition for and as of the three and nine month periods ended September 30, 2017, 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:
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: October 16, 2017 |
UNITED BANCORP, INC. | |||||
/s/ Randall M. Greenwood | ||||||
Randall M. Greenwood | ||||||
Senior Vice President and | ||||||
Chief Financial Officer |
Exhibit 99
201 S. Fourth Street, Martins Ferry, OH 43935 | 888.275.5566 | UnitedBancrop.com
We Are UNITED To Better Serve You.
PRESS RELEASE
United Bancorp, Inc. 201 South 4th at Hickory Street, Martins Ferry, OH 43935
Contacts: | Scott A. Everson | Randall M. Greenwood | ||||
President and CEO | Senior Vice President, CFO and Treasurer | |||||
(740) 633-0445, ext. 6154 | (740) 633-0445, ext. 6181 | |||||
ceo@unitedbancorp.com | cfo@unitedbancorp.com |
FOR IMMEDIATE RELEASE: 1:00 p.m. October 16, 2017
United Bancorp, Inc. Reports Diluted Earnings per Share of $0.20 for the Three Months Ended September 30, 2017, an 11.1% increase over 2016, and a TTM Cash Dividend Yield of 4.2%
MARTINS FERRY, OHIO ◆◆◆ United Bancorp, Inc. (NASDAQ: UBCP), headquartered in Martins Ferry, Ohio, reported diluted earnings per share of $0.55 and net income of $2,766,000 for the nine months ended September 30, 2017, as compared to $0.53 and $2,679,000 for the same period in 2016. The Companys diluted earnings per share and net income for the three months ended September 30, 2017 was $0.20 and $1,000,000 as compared to $0.18 and $928,000 respectively for the prior year, an increase of 11.1%.
Randall M. Greenwood, Senior Vice President, CFO and Treasurer remarked, We are happy to report on the increase of the net interest income of our Company for the nine months ended September 30, 2017. During this period, the Companys net interest income increased by $688,000, or 6.2%, from the previous year. The primary driver of this increase of the Companys net interest income was the increase in interest income on loans, which was up by $508,000, or 4.5%, year-over-year. The increase in the interest income that our Company realized is directly attributed to the focus that we had on enhancing our lending platform over the course of the past year. For the year, our Company had an increase in its average loans of $14.2 million or 4.1%. Our company was able to achieve this level of growth in its loans outstanding while maintaining its overall stability in credit quality. Year-over-year, the Company continued to have very solid credit quality-related metrics supported by nonaccrual loans and loans past due 30+ days decreasing from a level of $2.75 million to $2.67 million, a decline of $80,000. Further net loans charged off, excluding overdrafts, was $154,000 through September 30, 2017, which is a decrease of $48,000 from the previous year. At this present level, total past due and nonaccrual loans to gross loans is a very solid 0.70%, versus 0.80% the prior year. In addition, net charge offs to average loans was 0.06% for the nine months ended September 30, 2017. Greenwood continued, The net interest income for our Company increased year-over-year even as we focused on growing retail core deposits to fund our loan growth. Total deposits increased by $52.7 million, or 16.1%, to a level of $380.9 million as of September 30, 2017. The Company was able to control its overall interest expense levels by attracting lower-cost funding alternatives. Overall, the Company saw low-cost retail funding (consisting of non-interest and interest bearing demand and savings deposits) comprise $41.2 million of its growth in retail deposits year-over-year. In addition, the Companys time deposits, which consist of certificate of deposit or term funding, increased by $11.6 million for the same period. Even with the above-peer growth in retail core deposit funding, the Company had a decrease in its overall interest expense to average assets, which decreased on a year-over-year basis from 0.43% to
0.40%. This decrease in the overall cost of funding is directly attributed to the repricing of $15.0 million of the Companys fixed rate advances from the Federal Home Loan Bank (FHLB). The Company forecasts additional reductions in the cost of its present wholesale funding, which consists of an additional $5.0 million fixed rate advance with the FHLB, in the fourth quarter. By year-end, this FHLB advance (which presently costs the Company 3.08%) will be paid off with the current liquidity the company has on its balance sheet. By paying off this fixed rate advance with lower cost retail-based funding, the Company should realize additional savings or containment in its overall interest expense levels.
Relating to the Companys net noninterest margin, Greenwood stated, the noninterest income of the Company was down by $233,000 year-over-year. The majority of this decrease in noninterest income is related to a $162,000 non-recurring gain that the Company realized on the sale of Bankers Bancshares, Inc. stock during 2016. On the noninterest expense-side of the net noninterest margin (and, as budgeted), the Company saw an increase in its overall noninterest expense levels after several years of decline. The Company saw its noninterest expense increase by $428,000 or 4.4%. Most of the increase in our noninterest expense was related to personnel-related expenses on the production-side and expenses related to our expansion into the Wheeling, West Virginia market with our new Loan Production Office, which should lead to our Company realizing higher levels of revenue as we have begun to see in the most recently completed quarter. Considering that most of this expense is fixed, we firmly believe that we should be able to drive higher levels of revenue without significantly adding to our overall noninterest expense levels in the short-term; therefore, enhancing our Companys earnings and returns.
Scott A. Everson, President and CEO stated, We are pleased to report that we are executing upon our growth strategy, Mission 2020, which calls for our Company to grow its assets (in a profitable fashion) to a level of $1.0 billion or greater by the end of 2020. Even though we realize that we have an extremely long way to go in order to achieve our ambitious growth goal, it is gratifying to see the organic growth that we achieved year-over-year. Although we will need to have a compounded annual growth rate of approximately twenty-three percent from the beginning of this year to achieve the level of growth envisioned under Mission 2020, we firmly believe that it is achievable with the present vision that we have (which includes both organic and acquisition-related growth). From an organic perspective this past year, our Company grew its assets $29.0 million, or 6.8%, to an overall level of $455.0 million as of September 30, 2017. As previously mentioned, most of this growth in assets occurred in our Companys higher-yielding loan portfolio, which enhanced the overall interest income that we realized. As previously mentioned, the overall net interest income realized by our Company increased year-over-year. Our Company was able to achieve this increase in net interest income by growing both its loans outstanding and core deposit funding. Everson continued, As expected, we saw marginal growth in the net income that our Company produced in the first two quarters of this year and we are extremely pleased to see that our earnings growth level is back to double digits on a percentage basis in the third quarter. After several years of containment, our Company saw its overall noninterest expense levels increase this past year as we continue to build for the future and support our overall mission for growth. Most of the increase in our noninterest expense levels occurred in the following areas: hiring additional loan origination personnel to drive the revenue of our Company; completing the renovation of our Main Office to support an enhanced loan origination platform; reorganizing and enhancing our Information Technology function to better manage risk and serve our valued customers; opening a new Loan Production Office in the Wheeling, West Virginia market to increase overall loan production and to introduce our Company to a new, highly desirable market; marketing expense relating to the prime retail deposit pricing that we have been successfully promoting; and, lastly, legal and other expenses related to the renaming of our Companys single bank charter. Regarding the renaming of our single bank charter and as previously announced in the third quarter, The Citizens Savings Bank and its two divisions The Citizens Bank and The Community Bank were renamed to Unified Bank, which became effective on October 10, 2017. Renaming our bank-level charter, Unified Bank, will allow us to establish a more effective brand and better support our envisioned growth objective. Everson
concluded by stating, We firmly believe with our positioning over the course of the past year, our Company has high operating leverage which should allow us to enhance our revenue, while controlling our noninterest expense levels thus, leading to higher earnings and returns over the course of the next twelve to eighteen months. We continue to have very solid credit quality metrics, which should have a positive impact on our earnings for the foreseeable future. In addition, we continue to have very robust capital levels, as evidenced by our overall equity to asset ratio of 9.71%, which will support our vision for growth in the intermediate term. Our Company continues to pay a very solid cash dividend, which totals $0.50 on a trailing twelve month (TTM) basis (including the $0.05 special dividend paid this past December), which produces at TTM Yield of 4.2% as of quarter-end. At this level, our Companys cash dividend yield is significantly higher than that of the average bank in our country. With our recent focus of increasing the operating leverage and revenue of our Company, we firmly believe that we will continue to generate higher levels of net income and reward our shareholders by paying higher dividends and having further appreciation in our market value. Everson concluded, Our number one focus continues to be growing our shareholders investment in our Company through profitable operations and strategic growth. In addition to driving the market value appreciation of our shareholders ownership, we will continue striving to reward our owners by paying a solid cash dividend. Overall, we are pleased with the performance of our Company and the direction that we are going. We are extremely 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 $454.5 million and total shareholders equity of $44.1 million as of September 30, 2017. Through its single bank charter, Unified Bank, the Company has eighteen banking offices that serve the Ohio Counties of Athens, Belmont, Carroll, Fairfield, Harrison, Jefferson and Tuscarawas. The Company also operates a Loan Production Office in Wheeling, WV. United Bancorp, Inc. is a part of the Russell Microcap Index and trades on the NASDAQ Capital Market tier of the NASDAQ Stock Market under the symbol UBCP, Cusip #909911109.
Certain statements contained herein are not based on historical facts and are forward-looking statements within the meaning of Section 21A of the Securities Exchange Act of 1934. Forward-looking statements, which are based on various assumptions (some of which are beyond the Companys 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 September 30, | % | |||||||||||
2017 | 2016 | Change | ||||||||||
Earnings |
||||||||||||
Interest income on loans |
$ | 4,006,013 | $ | 3,857,992 | 3.84 | % | ||||||
Loan fees |
340,595 | 155,698 | 118.75 | % | ||||||||
Interest income on securities |
240,862 | 151,474 | 59.01 | % | ||||||||
|
|
|
|
|||||||||
Total interest income |
4,587,470 | 4,165,164 | 10.14 | % | ||||||||
Total interest expense |
449,879 | 431,130 | 4.35 | % | ||||||||
|
|
|
|
|||||||||
Net interest income |
4,137,591 | 3,734,034 | 10.81 | % | ||||||||
Provision for loan losses |
24,999 | 130,749 | -80.88 | % | ||||||||
Net interest income after provision for loan losses |
4,112,592 | 3,603,285 | 14.13 | % | ||||||||
Service charges on deposit accounts |
632,917 | 667,378 | -5.16 | % | ||||||||
Net realized gains on sale of loans |
43,632 | 25,102 | 73.82 | % | ||||||||
BOLI benefit in excess of surrender value |
| | N/A | |||||||||
Gain on sale of Great Lake Bankers Stock -net |
| 162,215 | N/A | |||||||||
Other noninterest income |
214,841 | 201,394 | 6.68 | % | ||||||||
Total noninterest income |
891,390 | 1,056,089 | -15.60 | % | ||||||||
Provision for losses on impairment of foreclosed real estate |
8,020 | 5,770 | N/A | |||||||||
Other noninterest expense (Excluding provision for losses on impairment of foreclosed real estate) |
3,459,463 | 3,339,231 | 3.60 | % | ||||||||
Total noninterest expense |
3,467,483 | 3,345,001 | 3.66 | % | ||||||||
Income tax expense |
536,144 | 386,017 | 38.89 | % | ||||||||
|
|
|
|
|||||||||
Net income |
$ | 1,000,355 | $ | 928,356 | 7.76 | % | ||||||
Per share |
||||||||||||
Earnings per common share - Basic |
$ | 0.20 | $ | 0.18 | 11.11 | % | ||||||
Earnings per common share - Diluted |
0.20 | 0.18 | 11.11 | % | ||||||||
Cash Dividends paid |
0.12 | 0.11 | 9.09 | % | ||||||||
Annualized yield based on quarter end close |
4.00 | % | 4.04 | % | N/A | |||||||
Shares Outstanding |
||||||||||||
Average - Basic |
4,882,238 | 4,944,328 | | |||||||||
Average - Diluted |
5,009,331 | 5,060,605 | | |||||||||
Common stock, shares issued |
5,435,304 | 5,425,304 | | |||||||||
Shares held as treasury stock |
5,744 | 5,744 | | |||||||||
For the Nine Months Ended September 30, | % | |||||||||||
2017 | 2016 | Change | ||||||||||
Earnings |
||||||||||||
Interest income on loans |
$ | 11,775,585 | $ | 11,267,695 | 4.51 | % | ||||||
Loan fees |
682,507 | 663,003 | 2.94 | % | ||||||||
Interest income on securities |
603,041 | 460,550 | 30.94 | % | ||||||||
|
|
|
|
|||||||||
Total interest income |
13,061,133 | 12,391,248 | 5.41 | % | ||||||||
Total interest expense |
1,325,452 | 1,343,305 | -1.33 | % | ||||||||
|
|
|
|
|||||||||
Net interest income |
11,735,681 | 11,047,943 | 6.23 | % | ||||||||
Provision for loan losses |
74,997 | 307,247 | -75.59 | % | ||||||||
Net interest income after provision for loan losses |
11,660,684 | 10,740,696 | 8.57 | % | ||||||||
Service charges on deposit accounts |
1,861,938 | 1,968,300 | -5.40 | % | ||||||||
Net realized gains on sale of loans |
87,919 | 68,146 | 29.02 | % | ||||||||
Gain on sale of Great Lake Bankers Bank Stock |
| 162,215 | N/A | |||||||||
Other noninterest income |
642,508 | 626,802 | 2.51 | % | ||||||||
Total noninterest income |
2,592,365 | 2,825,463 | -8.25 | % | ||||||||
Provision for losses on impairment of foreclosed real estate |
8,020 | 5,770 | 38.99 | % | ||||||||
Net realized loss on sale of other real estate and repossessions |
4,028 | 10,106 | -60.14 | % | ||||||||
Other noninterest expense (Excluding net realized loss on sale of other real estate and repossessions and provision for losses on impairment of foreclosed real estate) |
10,154,470 | 9,723,118 | 4.44 | % | ||||||||
Total noninterest expense |
10,166,518 | 9,738,994 | 4.39 | % | ||||||||
Income tax expense |
1,320,126 | 1,147,821 | 15.01 | % | ||||||||
|
|
|
|
|||||||||
Net income |
$ | 2,766,405 | $ | 2,679,344 | 3.25 | % | ||||||
Per share |
||||||||||||
Earnings per common share - Basic |
$ | 0.57 | $ | 0.54 | 5.56 | % | ||||||
Earnings per common share - Diluted |
0.55 | 0.53 | 3.77 | % | ||||||||
Cash dividends paid |
0.34 | 0.31 | 9.68 | % | ||||||||
Shares Outstanding |
||||||||||||
Average - Basic |
4,890,072 | 4,895,371 | | |||||||||
Average - Diluted |
5,018,165 | 5,011,647 | | |||||||||
At quarter end |
||||||||||||
Total assets |
$ | 454,510,726 | $ | 425,518,979 | 6.81 | % | ||||||
Total assets (average) |
445,687,000 | 415,923,000 | 7.16 | % | ||||||||
Other real estate and repossessions |
434,410 | 319,930 | 35.78 | % | ||||||||
Gross loans |
360,389,266 | 350,642,143 | 2.78 | % | ||||||||
Allowance for loan losses |
2,195,154 | 2,453,769 | -10.54 | % | ||||||||
Net loans |
358,194,112 | 348,188,374 | 2.87 | % | ||||||||
Net loans (charge offs) |
(154,453 | ) | (202,171 | ) | -23.60 | % | ||||||
Net overdrafts (charge offs) |
(66,728 | ) | (88,584 | ) | -24.67 | % | ||||||
Total net (charge offs) |
(221,181 | ) | (290,755 | ) | -23.93 | % | ||||||
Non-accrual loans |
1,296,734 | 1,399,019 | -7.31 | % | ||||||||
Loans past due 30+ days (excludes non accrual loans) |
1,376,217 | 1,349,280 | 2.00 | % | ||||||||
Average loans |
354,352,000 | 340,106,000 | 4.19 | % | ||||||||
Cash and due from Federal Reserve Bank |
23,107,713 | 13,246,844 | 74.44 | % | ||||||||
Average cash and due from Federal Reserve Bank |
20,569,000 | 9,227,000 | 122.92 | % | ||||||||
Securities and other required stock |
43,293,374 | 35,967,278 | 20.37 | % | ||||||||
Average securities and other required stock |
42,891,000 | 36,852,000 | 16.39 | % | ||||||||
Average total deposits |
363,716,000 | 325,375,000 | 11.78 | % | ||||||||
Total deposits |
380,850,293 | 328,110,679 | 16.07 | % | ||||||||
Non interest bearing demand |
71,591,191 | 71,001,583 | 0.83 | % | ||||||||
Interest bearing demand |
162,050,541 | 124,159,889 | 30.52 | % | ||||||||
Savings |
81,769,581 | 79,076,597 | 3.41 | % | ||||||||
Time |
65,438,980 | 53,872,610 | 21.47 | % | ||||||||
Securities sold under agreements to repurchase |
16,188,286 | 13,554,209 | 19.43 | % | ||||||||
Advances from the Federal Home Loan Bank |
5,257,119 | 33,605,117 | -84.36 | % | ||||||||
Overnight advances |
| 13,200,000 | N/A | |||||||||
Term advances |
5,257,119 | 20,405,117 | -74.24 | % | ||||||||
Shareholders equity |
44,115,972 | 42,773,456 | 3.14 | % | ||||||||
Shareholders equity (average) |
44,116,000 | 42,758,000 | 3.18 | % | ||||||||
Stock data |
||||||||||||
Market value - last close (end of period) |
$ | 12.00 | $ | 10.88 | 10.29 | % | ||||||
Dividend payout ratio |
61.82 | % | 58.49 | % | 5.69 | % | ||||||
Price earnings ratio |
16.00 | x | 15.11 | x | 5.88 | % | ||||||
Book value (end of period) |
9.02 | 8.56 | 5.37 | % | ||||||||
Market price to book value |
133.04 | % | 127.10 | % | 4.67 | % | ||||||
Key performance ratios |
||||||||||||
Return on average assets (ROA) |
0.83 | % | 0.86 | % | -0.03 | % | ||||||
Return on average equity (ROE) |
8.36 | % | 8.36 | % | 0.00 | % | ||||||
Net interest margin (federal tax equivalent) |
3.80 | % | 3.87 | % | -0.07 | % | ||||||
Interest expense to average assets |
0.40 | % | 0.43 | % | -0.03 | % | ||||||
Total allowance for loan losses to nonaccrual loans |
169.28 | % | 175.39 | % | -6.11 | % | ||||||
Total allowance for loan losses to total loans |
0.61 | % | 0.70 | % | -0.09 | % | ||||||
Nonaccrual loans to total loans |
0.36 | % | 0.40 | % | 0.04 | % | ||||||
Nonaccrual assets to average assets |
0.39 | % | 0.41 | % | -0.02 | % | ||||||
Net charge-offs to average loans |
0.06 | % | 0.09 | % | -0.03 | % | ||||||
Equity to assets at period end |
9.71 | % | 10.05 | % | -0.34 | % | ||||||
Full time equivalent (FTE) employees |
113 | 126 | -10.32 | % |
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end