Form 8-K - Current report

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): February 6, 2024

UNITED BANCORP, INC.

(Exact name of registrant as specified in its charter)

Ohio	0-16540	34-1405357
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	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.)

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		NASDAQ Capital Market

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 February 6, 2024, 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, 2023, 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 February 6, 2024

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 6, 2024		United Bancorp, Inc.

		/s/ Randall M. Greenwood
		Randall M. Greenwood
		Senior Vice President and
		Chief Financial Officer

EXHIBIT 99

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: 11:00 a.m. February 6, 2024

United Bancorp, Inc. Reports 2023 Fourth Quarter Earnings and Earnings Performance for the Twelve Months Ended December 31, 2023

MARTINS FERRY, OHIO ¨¨¨ United Bancorp, Inc. (NASDAQ: UBCP) reported diluted earnings per share of $0.42 for the three months ended December 31, 2023, an increase of $0.02, or 5.00%, over the quarterly earnings reported for the same period in 2022. For the year ending December 31, 2023, UBCP reported diluted earnings per share of $1.57, an increase of $0.07, or 4.7%, over the previous year.

Randall M. Greenwood, Senior Vice President, CFO and Treasurer remarked, “We are exceedingly pleased to report on the earnings performance of United Bancorp, Inc. (UBCP) for the fourth quarter and year ended December 31, 2023. For the quarter, our Company achieved solid net income and diluted earnings per share results of $2,389,000 and $0.42, which were respective increases of $83,000, or 3.6%, and $0.02, or 5.0%, over the results achieved during the fourth quarter of last year. For the year ended December 31, 2023, our Company produced net income of $8,950,000 and diluted earnings per share of $1.57, increases over the results achieved for each the prior year of $293,000, or 3.4%, and $0.07, or 4.7%, respectively. As we have previously reported, UBCP was been able to capitalize on the historically extreme tightening of monetary policy undertaken by the Federal Open Market Committee of the Federal Reserve (FOMC) over the course of a short period of sixteen months, over which timeframe the target for the Federal Funds Rate rapidly rose from a range of 25 to 50 basis points in March 2022 to a range of 5.25% to 5.50% as of July 2023 (and, remaining at this level through year-end). Although it has been somewhat challenging to produce improving results in such a fast-paced, increasing interest rate environment, our Company was properly positioned to take advantage of this historic and dramatic increase in interest rates over the course of the past twenty-one months and, accordingly, we experienced an improvement in the level of net interest income that we generated, once again, this past year ending, December 31, 2023. Although during the fourth quarter of this past year, our level of net interest income did marginally decline, for the entire year our Company’s net interest income increased by $1,447,000, or 5.9%, over the previous year. Accordingly, as December 31, 2023, our net interest margin slightly declined by 2 basis points over the previous year to a level of 3.65%; but, at this year-ending level, it actually increased on a linked-quarter basis by 2 basis points.”

Greenwood continued, “We are grateful to see that our net interest income and net interest margin levels have either increased or remained very stable with only minimal declines in the current, dynamic economic and monetary policy environment in which we are operating. We have achieved this positive result by seeing our overall loan portfolio yield increase in the current rising rate environment, even though from a volume perspective, our average loans were relatively flat, only increasing for the year-ended December 31, 2023 by $920,000 or 0.20%. Of note is that our Company did see a more significant uptick in gross loans toward the end of the fourth quarter by $22.4 million, or 4.9%, to a level of $483.2 million as of December 31, 2023. More strongly contributing to the improvement in our net interest income level achieved and our stabile net interest margin in 2023 were our higher balance sheet totals for both our average Cash and due from the Federal Reserve Bank and average investment securities. Our overnight funds, that are parked in cash-equivalents, have benefited from the inverted yield curve that we have experienced over the course of the past year, which has been driven by the aggressive tightening policy of the Federal Open Market Committee (FOMC). As of December 31, 2023, the average balance of these overnight, liquid funds totaled $64.8 million, an increase of $11.8 million, or 22.3%, over the previous year, and yielded approximately 5.4% for our Company after the final increase in the target for the federal funds rate by the FOMC in July of this past year. Each time the FOMC increased the target for the federal funds rate, our Company benefited by seeing the yield on these liquid funds increase by a like amount.” Greenwood further stated, “the most impactful force upon our Company’s improving level of net interest income in 2023 was the increased balance in our investment securities portfolio in the rising rate environment that we continued to experience. As we have previously stated, we did not invest in securities for almost two years beginning in March of 2020, when rates dramatically decreased due to the Zero Interest Rate policy implemented by the FOMC due to the pandemic. Quite simply, we patiently waited for policy tightening by the FOMC to begin and rates to increase to more historically normalized levels. Accordingly, our Company started to, once again, invest in securities when rates began to rise to more appealing levels toward the end of the first quarter of 2022 and continued to regularly invest in new security offerings until March of 2023, when challenges arose for our industry and liquidity became more of a focus for us. On a year-over-year basis, average securities for our Company increased by $56.6 million to a level of $245.7 million.” In addition, Greenwood mentioned, “Even with our Company’s higher investment level in securities in 2023, as of December 31, 2023, our accumulated other comprehensive loss, net of taxes (AOCI) actually declined on a year-over-year basis by $1.9 million, or 20.0%, to a level of $7.5 million. On a linked-quarter basis, the decline in our AOCI was $9.5 million or 56.1%. With this year-over-year decline in AOCI, our tangible shareholders equity increased to a level of $62.7 million, an increase of $4.1 million, or 6.9%, and our tangible book value increased to $10.66, an increase of $0.74, or 7.5%, both on a year-over-year basis. Also, on a linked-quarter basis, our tangible shareholder equity increased by $11.1 million, or 21.5%, and our tangible book value increased by $1.89 or 21.6%. Overall, our Company continues to be considered well-capitalized from a regulatory perspective with equity to assets of 7.8%, which is up from 6.5% at the end of the third quarter of 2023. With the overall quality of our investment portfolio, our well capitalized position, our solid liquidity position and our low level of uninsured deposits (which were 16.8% of total deposits as December 31, 2023), we firmly believe that any issues which could potentially create a risk to our capital and capital position are very minimal.”

Lastly, Greenwood stated, “Even with the continued heightened inflation levels and related increases in interest rates that may be impacting some of our borrowers with higher operating costs and rate resets to higher interest rate levels on their loans, we have successfully maintained credit-related strength and stability within our loan portfolio as of year-end. As of December 31, 2023, our Company’s total nonaccrual loans and loans past due 30 plus days were $1.15 million, or 0.24%, which is a slight increase of $539,000 year-over-year. Nonaccrual loans and OREO to average assets was 0.47%, a decrease of two basis points over the previous year. Also, further highlighting the overall strength of our loan portfolio, our Company had net loans charged off of (-$20,000), or a net loan recovery, in 2023. All of the charge off activity that our Company experienced this past year related to overdraft activity, which totaled $120,000 for the year. With the enhanced loan loss reserve build-up under CECL that occurred on January 1, 2023 (and, our Company’s stable and solid credit quality metrics), we were able to have a negative provision for credit losses in the fourth quarter of $154,000, which relative to the fourth quarter of last year added approximately $133,000 to net income and $0.02 to diluted earnings per share. For the year ending December 31, 2023, though, our Company’s provision for credit losses increased (although it was still negative for the entire year) by $501,000 over the previous year, which reduced net income and diluted earnings per share by respective amounts of $396,000 and $0.07, relative to the prior year.” Greenwood concluded, “We are very happy that we were able to overcome the lower level of negative credit provisioning in the current year while maintaining a total allowance for credit losses to total loans of 0.81% and having a total allowance for credit losses to nonperforming loans of 804%. Overall, we firmly believe that we are presently well reserved with very strong coverage.”

Scott A. Everson, President and CEO stated, “Considering the exceedingly dynamic economic and monetary policy environments in which we have operated for almost two years and the more recent issues which have impacted our industry since mid-March, we are very happy to report on the very strong earnings performance that United Bancorp, Inc. (UBCP) achieved for the year ending December 31, 2023. Relating to the excessive tightening of our country’s monetary policy during this aforementioned timeframe, we are extremely pleased that we have been able to grow the level of interest income that our Company generated while controlling overall interest expense levels; thereby, expanding the level of net interest income that we realized and having a stable net interest margin. This is somewhat of a counter-trend to what occurred within our industry over this same period. With the aforementioned developments that occurred within our industry late in the first quarter of 2023, we transitioned into a more conservative operating position that greatly increased our overall liquidity and locked in a fair portion of our funding as a hedge against further interest rate increases by taking a $75.0 million advance from the Federal Home Loan Bank (FHLB). Initially, this significant advance had somewhat of a dilutive impact on our returns and margins (such as our return on assets and our net interest margin); but, it was immediately accretive to our bottom-line earnings. Since rates have continued to rise since the origination of this now competitively priced advance (to which we locked in on a blended basis at a rate of approximately 4.24% for an approximate term of four years), we have been able to more selectively manage our depository portfolio; thus, helping us to control our interest expense, while maintaining very adequate liquidity levels and generating increasing returns on this strategic posture. Overall, our capital levels remain very strong and our Company is classified as being well-capitalized based on industry standards. We firmly believe with our strong liquidity, our relatively stable core deposits base with minimal levels of uninsured deposits and our solid earnings… our risk to capital is very low, and, fundamentally, our Company’s financial position and future prospects are very solid.”

Everson continued, “Our primary focus is protecting the investment of our shareholders in our Company and rewarding them in a balanced fashion by growing their value and paying an attractive cash dividend. In the fourth quarter, we paid a regular cash dividend of $0.17, which was an increase of $0.01, or 6.3%, over that paid in the fourth quarter of the previous year. At December 31, 2023, on a year-over-year basis, our total cash dividend payout was $0.8150, which included a special cash dividend of $0.15 paid in the first quarter. This is a 5.2% increase over the total cash dividend paid during the previous year and produces a near-industry leading total dividend yield of 6.4%, considering our Company’s year-ending market value of $12.84. Even though our fair market value decreased year-over-year (as did the fair market value of most financial institution stocks), our Company still had a market price to tangible book value of 121%, which compares favorably to industry standards as of year-end.”

Everson concluded, “Considering that we continue to operate in a challenging economic and concerning industry-related environment, we are very pleased with our overall present performance and future prospects. Even with the present threats with which our overall industry is exposed, we are very optimistic about the future growth and earnings potential for United Bancorp, Inc. (UBCP). We firmly believe that with the challenges that our industry has experienced over the course of the past few years, our Company has evolved into a more fundamentally sound organization with a focus of growing to achieve greater efficiencies and scales, while controlling overall costs. We have invested in areas that will lead to our continued and future relevancy within our industry--- along with anticipated higher revenue generation--- while implementing cost control initiatives, where needed, by consolidating delivery channels in markets in which we had low banking center performance and considerable overlap. We still have a vision of growing UBCP to an asset threshold of $1.0 billion or greater in the near term in a prudent and profitable fashion. Excitingly, our Company announced in the third quarter that we have plans to open a new regional banking center in the very appealing market of Wheeling, West Virginia. We anticipate breaking ground on this exciting new regional banking center toward the end of the first quarter of the current year. Our Company already has a very solid customer base in the Wheeling, West Virginia- market, which we firmly believe we can more fully leverage to help us achieve our growth goals in a profitable fashion. We are truly excited about our Company’s direction and the potential that it brings. In addition, we will continue to build upon our solid foundation and maintain a longer-term vision. With a keen focus on continual process improvement, product development and delivery, we firmly believe the future for our Company is very bright.”

As of December 31, 2023, United Bancorp, Inc. has total assets of $819.4 million and total shareholders’ equity of $63.6 million. Through its single bank charter, Unified Bank, the Company currently has eighteen banking centers that serve the Ohio Counties of Athens, Belmont, Carroll, Fairfield, Harrison, Jefferson and Tuscarawas and Marshall County in West Virginia. 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
	December 31,			December 31,			%			$
	2023			2022			Change			Change
Earnings
Interest income on loans	$	6,491,357		$	5,513,738			17.73	%	$	977,619
Loan fees		351,182			138,553			153.46	%	$	212,629
Interest income on securities		2,861,037			2,270,137			26.03	%	$	590,900
Total interest income		9,703,576			7,922,428			22.48	%	$	1,781,148
Total interest expense		3,204,176			1,381,119			132.00	%	$	1,823,057
Net interest income		6,499,400			6,541,309			-0.64	%	$	(41,909	)
Provision for credit losses		(153,750	)		15,000			-1125.00	%	$	(168,750	)
Net interest income after provision for credit losses		6,653,150			6,526,309			1.94	%	$	126,841
Service charges on deposit accounts		737,455			797,830			-7.57	%	$	(60,375	)
Net realized gains on sale of loans		21,126			2,927			621.76	%	$	18,199
Other noninterest income		270,736			265,318			2.04	%	$	5,418
Total noninterest income		1,029,317			1,066,075			-3.45	%	$	(36,758	)
Total noninterest expense		5,091,039			5,052,709			0.76	%	$	38,330
Income before income taxes		2,591,428			2,539,675			2.04	%	$	51,753
Income tax expense		202,368			233,321			-13.27	%	$	(30,953	)
Net income	$	2,389,060		$	2,306,354			3.59	%	$	82,706
Per share
Earnings per common share - Basic	$	0.42		$	0.40			5.00	%	$	0.02
Earnings per common share - Diluted		0.42			0.4			5.00	%	$	0.02
Cash Dividends paid		0.17			0.16			6.25	%	$	0.01
Shares Outstanding
Average - Basic		5,491,562			5,484,610			--------			--------
Average - Diluted		5,491,562			5,484,610			--------			--------

		For the Year Ended December 31,
								%
		2023			2022			Change
Earnings
Interest income on loans	$	24277549		$	19,784,486			22.71	%	$	4,493,063
Loan fees		954,421			950,525			0.41	%	$	3,896
Interest income on securities		11,617,351			6,926,902			67.71	%	$	4,690,449
Total interest income		36,849,321			27,661,913			33.21	%	$	9,187,408
Total interest expense		11,014,181			3,273,669			236.45	%	$	7,740,512
Net interest income		25,835,140			24,388,244			5.93	%	$	1,446,896
Provision for credit losses		(453,750	)		(955,000	)		-52.49	%	$	501,250
Net interest income after provision for credit losses		26,288,890			25,343,244			3.73	%	$	945,646
Service charges on deposit accounts		2,939,515			2,978,549			-1.31	%	$	(39,034	)
Net realized gains on sale of loans		29,282			36,051			-18.78	%	$	(6,769	)
Other noninterest income		1,085,028			1,068,841			1.51	%	$	16,187
Total noninterest income		4,053,825			4,083,441			-0.73	%	$	(29,616	)
Total noninterest expense		20,851,696			19,890,293			4.83	%	$	961,403
Income before income taxes		9,491,019			9,536,392			-0.48	%	$	(45,373	)
Income tax expense		541,467			879,380			-38.43	%	$	(337,913	)
Net income	$	8,949,552		$	8,657,012			3.38	%	$	292,540
Per share
Earnings per common share - Basic		1.57			1.50			4.67	%	$	0.070
Earnings per common share - Diluted		1.57			1.5			4.67	%	$	0.070
Cash Dividends paid		0.815			0.775			5.16	%	$	0.040
Book value (end of period)		10.82			9.93			8.96	%	$	0.890
Shares Outstanding
Average - Basic		5,490,488			5,483,305			--------			--------
Average - Diluted		5,490,488			5,483,305			--------			--------
Common stock, shares issued		6,063,851			6,043,851			--------			--------
Shares used for Book Value Computation		5,884,488			5,914,488			--------			--------
Shares held as Treasury Stock		179,363			129,363			--------			--------
At year end
Total assets	$	819,446,345		$	757,400,221			8.19	%	$	62,046,124
Total assets (average)		812,650,000			735,775,000			10.45	%	$	76,875,000
Cash and due from Federal Reserve Bank		40,770,293			30,080,141			35.54	%	$	10,690,152
Average cash and due from Federal Reserve Bank		64,793,000			52,969,000			22.32	%	$	11,824,000
Securities and other restricted stock		246,739,625			220,123,026			12.09	%	$	26,616,599
Average Securities and other restricted stock		245,706,000			189,099,000			29.94	%	$	56,607,000
Other real estate and repossessions ("OREO")		3,377,414			3,518,718			-4.02	%	$	(141,304	)
Gross loans		483,235,931			460,874,383			4.85	%	$	22,361,548
Average loans		463,612,000			462,692,000			0.20	%	$	920,000
Allowance for loan losses		3,918,184			2,052,053			90.94	%	$	1,866,131
Net loans		479,317,747			458,822,330			4.47	%	$	20,495,417
Net loans (Recovered) charged off		(19,990	)		558,047			-103.58	%	$	(578,037	)
Net overdrafts charged off		119,551			108,326			10.36	%	$	11,225
Total net charge offs		99,561			666,373			-85.06	%	$	(566,812	)
Non-accrual loans		487,331			182,223			167.44	%	$	305,108
Loans past due 30+ days (excludes non accrual loans)		659,276			425,365			54.99	%	$	233,911
Average total deposits		635,807,000			626,736,000			1.45	%	$	9,071,000
Total Deposits		621,459,855			649,913,209			-4.38	%	$	(28,453,354	)
Non interest bearing deposits		139,519,765			153,450,681			-9.08	%	$	(13,930,916	)
Interest bearing demand		199,760,354			248,890,992			-19.74	%	$	(49,130,638	)
Savings		130,821,276			145,835,783			-10.30	%	$	(15,014,507	)
Time		151,358,460			101,735,753			48.78	%	$	49,622,707
Repurchase Agreements		26,781,371			18,106,432			47.91	%	$	8,674,939
Shareholders' equity		63,592,683			59,736,633			6.46	%	$	3,856,050
Common Stock, Additional Paid in Capital		31,977,036			30,858,485			3.62	%	$	1,118,551
Retained Earnings		44,017,539			41,944,673			4.94	%	$	2,072,866
Shares held by Deferred Plan and Treasury Stock		(4,924,311	)		(3,730,389	)		32.01	%	$	(1,193,922	)
Accumulated other comprehensive loss, net of taxes		(7,477,581	)		(9,336,136	)		-19.91	%	$	1,858,555
Goodwill and intangible assets (impact on Shareholders' equity)		942,296			1,092,293			-13.73	%	$	(149,997	)
Tangible shareholders' equity		62,650,387			58,644,340			6.83	%	$	4,006,047
Shareholders' equity (average)		52,288,000			58,716,000			-10.95	%	$	(6,428,000	)
Stock data
Market value - last close (end of period)	$	12.84		$	14.72			-12.77	%
Dividend payout ratio		51.91	%		51.67	%		-0.09	%
Price earnings ratio		8.18	x		9.81	x		-16.66	%
Market Price to Book Value		118.67	%		148.24	%		-29.00	%
Tangible book value	$	10.66		$	9.92			7.46	%
Annualized yield based on year end close (excluding special Dividend)		5.18	%		4.25	%		0.93	%
Key performance ratios
Return on average assets (ROA)		1.10	%		1.18	%		-0.07	%
Return on average equity (ROE)		17.12	%		14.74	%		-0.53	%
Net interest margin (Federal tax equivalent)		3.65	%		3.67	%		-0.02	%
Interest expense to average assets		1.36	%		0.44	%		0.92	%
Total allowance for loan losses
to nonperforming loans		804.01	%		1126.12	%		-481.90	%
Total allowance for loan losses
to total loans		0.81	%		0.45	%		0.36	%
Nonaccrual loans to total loans		0.10	%		0.04	%		0.06	%
Non accrual loans and OREO to total assets		0.47	%		0.49	%		-0.02	%
Net loan charge-offs to average loans (excludes overdraft charge-offs)		0.00	%		0.12	%		-0.12	%
Equity to assets at period end		7.76	%		7.89	%		0.03	%

Cover	Feb. 06, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 06, 2024
Entity File Number	0-16540
Entity Registrant Name	UNITED BANCORP, INC.
Entity Central Index Key	0000731653
Entity Tax Identification Number	34-1405357
Entity Incorporation, State or Country Code	OH
Entity Address, Address Line One	201 South 4th Street
Entity Address, City or Town	Martins Ferry
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	43935-0010
City Area Code	740
Local Phone Number	633-0445
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, Par Value $1.00
Trading Symbol	UBCP
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false