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EX-32.1 - EXHIBIT 32.1 - UNITED BANCORP INC /OH/v438805_ex32-1.htm
EX-31.2 - EXHIBIT 31.2 - UNITED BANCORP INC /OH/v438805_ex31-2.htm
EX-32.2 - EXHIBIT 32.2 - UNITED BANCORP INC /OH/v438805_ex32-2.htm
EX-31.1 - EXHIBIT 31.1 - UNITED BANCORP INC /OH/v438805_ex31-1.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

(Mark One)

 

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

 

For the quarterly period ended March 31, 2016  

 

OR

 

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

 

For the transition period from ____________ to _______________

 

Commission File Number: 0-16540  

 

  UNITED BANCORP, INC.  

 (Exact name of registrant as specified in its charter)

 

Ohio   34-1405357
(State or other jurisdiction of   (IRS Employer Identification No.)
incorporation or organization)    

 

201 South Fourth Street, Martins Ferry, Ohio  43935-0010
(Address of principal executive offices)

 

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

 

N/A
(Former name, former address and former fiscal year, if changed since last report)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

Yes x       No ¨

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). x Yes       ¨ No

 

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

 

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

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)

Yes ¨ No x

 

Indicate the number of shares outstanding of the issuer’s classes of common stock as of the latest practicable date: As of May 2, 2016, 5,385,304 shares of the Company’s common stock, $1.00 par value, were issued and outstanding.

 

 

 

 

PART I - FINANCIAL INFORMATION  
     
Item 1 Condensed Consolidated Balance Sheets 3
     
  Condensed Consolidated Statements of Income 4
     
  Condensed Consolidated Statements of Comprehensive Income 5
     
  Condensed Consolidated Statements of Cash Flows 6
     
  Notes to Condensed Consolidated Financial Statements 8
     
Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations 33
     
Item 3 Quantitative and Qualitative Disclosures About Market Risk 42
     
Item 4 Controls and Procedures 43
     
PART II - OTHER INFORMATION  
     
Item 1 Legal Proceedings 44
     
Item 1A Risk Factors 44
     
Item 2 Unregistered Sales of Equity Securities and Use of Proceeds 44
     
Item 3 Defaults Upon Senior Securities 44
     
Item 4 Other Information 45
     
Item 5 Exhibits 45
     
SIGNATURES 46

 

 2

 

 

ITEM 1. Financial Statements

 

United Bancorp, Inc.

Condensed Consolidated Balance Sheets

(In thousands, except share data)

 

   March 31,   December 31, 
   2016   2015 
   (Unaudited)     
Assets          
           
Cash and due from banks  $5,577   $4,954 
Interest-bearing demand deposits   12,665    7,747 
Cash and cash equivalents   18,242    12,701 
Available-for-sale securities   29,670    34,623 
Loans, net of allowance for loan losses of $2,375 and $2,437 at March 31, 2016 and December 31, 2015, respectively   333,089    327,226 
Premises and equipment   10,844    10,446 
Federal Home Loan Bank stock   4,210    4,210 
Foreclosed assets held for sale, net   326    357 
Accrued interest receivable   834    803 
Deferred income taxes   

505

    521 
Bank-owned life insurance   11,595    11,509 
Other assets   3,146    2,728 
Total assets  $412,461   $405,124 
           
Liabilities and Stockholders’ Equity          
Liabilities          
Deposits          
Demand  $188,752   $188,328 
Savings   80,046    77,672 
Time   55,834    57,622 
Total deposits   324,632    323,622 
Short-term borrowings   12,157    5,691 
Federal Home Loan Bank advances   26,490    26,530 
Subordinated debentures   4,124    4,124 
Interest payable and other liabilities   3,136    3,661 
Total liabilities   370,539    363,628 
Stockholders’ Equity          
Preferred stock, no par value, authorized 2,000,000 shares; no shares issued       –– 
Common stock, $1 par value; authorized 10,000,000 shares; issued
2016 –5,385,304 shares, 2015 – 5,385,304 shares
   5,385    5,385 
Additional paid-in capital   18,185    18,245 
Retained earnings   21,749    21,443 
Stock held by deferred compensation plan; 2016 –223,542 shares,
2015 – 235,923 shares
   (1,986)   (2,079)
Unearned ESOP compensation   (1,215)   (1,271)
Accumulated other comprehensive loss   (150)   (181)
Treasury stock, at cost           
2016 –5,744 shares, 2015 – 5,744 shares   (46)   (46)
Total stockholders’ equity   41,922    41,496 
Total liabilities and stockholders’ equity  $412,461   $405,124 

 

See Notes to Condensed Consolidated Financial Statements

3

 

 

United Bancorp, Inc.

Condensed Consolidated Statements of Income

For the Three Months Ended March 31, 2016 and 2015

(In thousands, except per share data)

(Unaudited)

 

   2016   2015 
Interest and Dividend Income          
Loans, including fees  $3,880   $3,682 
Securities          
Taxable   81    64 
Non-taxable   27    47 
Federal funds sold   7    17 
Dividends on Federal Home Loan Bank and other stock   43    49 
Total interest and dividend income   4,038    3,859 
           
Interest Expense          
Deposits   201    265 
Borrowings   274    316 
Total interest expense   475    581 
Net Interest Income   3,563    3,278 
Provision for Loan Losses   71    116 
Net Interest Income After Provision for Loan Losses   3,492    3,162 
Noninterest Income          
Service charges on deposit accounts   633    699 
Realized gains on sales of securities       20 
Realized gains on sales of loans   16    11 
Other income   218    212 
Total noninterest income   867    942 
Noninterest Expense          
Salaries and employee benefits   1,650    1,595 
Occupancy and equipment   448    491 
Professional services   199    191 
FDIC insurance   63    63 
Insurance   50    67 
Franchise and other taxes   84    67 
Advertising   85    84 
Stationery and office supplies   29    45 
Amortization of intangibles       30 
Other expenses   533    501 
Total noninterest expense   3,141    3,134 
Income Before Federal Income Taxes   1,218    970 
Provision for Federal Income Taxes   373    276 
Net Income  $845   $694 
Basic Earnings Per Share  $0.17   $0.14 
Diluted Earnings Per Share  $0.17   $0.14 
Dividends Per Share  $0.10   $0.09 

 

See Notes to Condensed Consolidated Financial Statements

4

 

 

United Bancorp, Inc.

Condensed Consolidated Statements of Comprehensive Income

For the Three Months Ended March 31, 2016 and 2015

(In thousands)

(Unaudited)

 

   2016   2015 
         
Net Income  $845   $694 
           
Other comprehensive income(loss), net of related tax effects:          
           
Reclassification adjustment for realized gains on available-for-sale securities included in net income, net of tax of $(7) in 2015       (13)
           
Unrealized holding gain on securities during the period, net of tax taxes    of $15 and $13 in 2016 and 2015, respectively   45    37 
           
Comprehensive Income  $890   $718 

 

See Notes to Condensed Consolidated Financial Statements

5

 

 

United Bancorp, Inc.

Condensed Consolidated Statements of Cash Flows

For the Three Months Ended March 31, 2016 and 2015

(In thousands)

(Unaudited)

 

   2016   2015 
Operating Activities          
Net income  $845   $694 
Items not requiring (providing) cash          
Depreciation and amortization   192    232 
Amortization of intangible asset       30 
Provision for loan losses   71    116 
Gain on sale of available-for-sale securities       (20)
Gain on sale of loans   (16)   (11)
Increase in value of bank-owned life insurance   (86)   (83)
Amortization of mortgage servicing rights   3    3 
Originations of loans held for sale   (805)   (741)
Proceeds from sale of loans held for sale   821    752 
Loss on sale of foreclosed assets   10     
Expense related to share-based compensation plans and ESOP   88    100 
Net change in accrued interest receivable and other assets   (31)   (90)
Net change in accrued expenses and other liabilities   (963)   (519)
           
Net cash provided by operating activities   129    463 
           
Investing Activities          
Securities available for sale:          
Maturities, prepayments and calls   8,000    4,718 
Purchases   (3,000)   (22,999)
Proceeds from maturity of held-to-maturity securities       215 
Proceeds from sale of available-for-sale securities       370 
Net change in loans   (5,966)   3,261 
Proceeds from sale of foreclosed assets   70     
Purchases of premises and equipment   (590)   (773)
           
Net cash used in investing activities   (1,486)   (15,208)

 

See Notes to Condensed Consolidated Financial Statements

6

 

 

United Bancorp, Inc.

Condensed Consolidated Statements of Cash Flows (continued)

For the Three Months Ended March 31, 2016 and 2015

(In thousands)

(Unaudited)

 

   2016   2015 
Financing Activities          
Net change in deposits  $1,010   $8,320 
Net change in short-term borrowings   6,466    7,015 
Net change in long-term debt   (40)   (41)
Cash dividends paid   (538)   (483)
           
Net cash provided by financing activities   6,898    14,811 
           
Increase in Cash and Cash Equivalents   5,541    66 
           
Cash and Cash Equivalents, Beginning of Period   12,701    39,164 
           
Cash and Cash Equivalents, End of Period  $18,242   $39,230 
           
Supplemental Cash Flows Information          
Interest paid on deposits and borrowings  $477   $583 
           
Supplemental Disclosure of Non-Cash Investing and Financing Activities          
           
Vesting of restricted stock  $   $39 

 

See Notes to Condensed Consolidated Financial Statements

7

 

 

United Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

For the Three Months Ended March 31, 2016 and 2015

 

 

Note 1:       Summary of Significant Accounting Policies

 

These interim financial statements are prepared without audit and reflect all adjustments which, in the opinion of management, are necessary to present fairly the financial position of United Bancorp, Inc. (“Company”) at March 31, 2016, and its results of operations and cash flows for the interim periods presented. All such adjustments are normal and recurring in nature. The accompanying condensed consolidated financial statements have been prepared in accordance with the instructions for Form 10-Q and, therefore, do not purport to contain all the necessary financial disclosures required by accounting principles generally accepted in the United States of America that might otherwise be necessary in the circumstances and should be read in conjunction with the Company’s consolidated financial statements and related notes for the year ended December 31, 2015 included in its Annual Report on Form 10-K. Reference is made to the accounting policies of the Company described in the Notes to the Consolidated Financial Statements contained in its Annual Report on Form 10-K. The results of operations for the three months ended March 31, 2016, are not necessarily indicative of the results to be expected for the full year. The condensed consolidated balance sheet of the Company as of December 31, 2015 has been derived from the audited consolidated balance sheet of the Company as of that date.

 

Principles of Consolidation

 

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

 

Nature of Operations

 

The Company’s revenues, operating income, and assets are almost exclusively derived from banking. Accordingly, all of the Company’s banking operations are considered by management to be aggregated in one reportable operating segment. Customers are mainly located in Athens, Belmont, Carroll, Fairfield, Harrison, Hocking, Jefferson, and Tuscarawas Counties and the surrounding localities in northeastern, east-central and southeastern Ohio, and include a wide range of individuals, businesses and other organizations. The Citizens Bank division conducts its business through its main office in Martins Ferry, Ohio and offices in Bridgeport, Colerain, Dellroy, Dillonvale, Dover, Jewett, New Philadelphia, St. Clairsville East, St. Clairsville West, Sherrodsville, Strasburg, and Tiltonsville, Ohio. The Community Bank division conducts its business through two offices in Lancaster, Ohio and offices in Amesville, Glouster, Lancaster, and Nelsonville, Ohio. The Company’s primary deposit products are checking, savings, and term certificate accounts, and its primary lending products are residential mortgage, commercial, and installment loans. Substantially all loans are secured by specific items of collateral including business assets, consumer assets and real estate and are not considered “sub prime” type loans. The targeted lending areas of our Bank operations encompass four separate metropolitan areas, minimizing the risk to changes in economic conditions in the communities housing the Company’s branch locations.

 

 8

 

 

United Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

For the Three Months Ended March 31, 2016 and 2015

 

The Company’s primary deposit products are checking, savings and term certificate accounts and its primary lending products are residential mortgage, commercial and installment loans. Substantially all loans are secured by specific items of collateral including business assets, consumer assets and real estate. Commercial loans are expected to be repaid from cash flow from operations of businesses. Real estate loans are secured by both residential and commercial real estate. Net interest income is affected by the relative amount of interest-earning assets and interest-bearing liabilities and the interest received or paid on these balances. The level of interest rates paid or received by the Company can be significantly influenced by a number of environmental factors, such as governmental monetary and fiscal policies, that are outside of management’s control.

 

Use of Estimates

 

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

 

Loans

 

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

 

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

 

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

 

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

 

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

 

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

 

 9

 

 

United Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

For the Three Months Ended March 31, 2016 and 2015

 

For all classes, all interest accrued but not collected for loans that are placed on nonaccrual or charged off are reversed against interest income. The interest on these loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured. Nonaccrual loans are returned to accrual status when, in the opinion of management, the financial position of the borrower indicates there is no longer any reasonable doubt as to the timely collection of interest or principal. The Company requires a period of satisfactory performance of not less than six months before returning a nonaccrual loan to accrual status.

 

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

 

Allowance for Loan Losses

 

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

 

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

 

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

 

 10

 

 

United Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

For the Three Months Ended March 31, 2016 and 2015

 

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

 

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

 

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

 

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

 

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

 

 11

 

 

United Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

For the Three Months Ended March 31, 2016 and 2015

 

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

 

Earnings Per Share

 

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

 

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

 

   Three months ended
March 31,
 
   2016   2015 
   (In thousands, except share and per
share data)
 
Basic          
Net income  $845   $694 
Dividends on non-vested restricted stock   (14)   (14)
Net earnings allocated to stockholders  $831   $680 
Weighted average common shares outstanding   4,873,145    4,853,349 
           
Basic earnings per common share  $0.17   $0.14 
           
Diluted          
Net earnings allocated to stockholders  $831   $680 
           
Weighted average common shares outstanding for basic earnings per common share   4,873,145    4,853,349 
           
Add:  Dilutive effects of assumed exercise of stock options and restricted stock   92,926    85,240 
           
Average shares and dilutive potential common shares   4,966,071    4,938,589 
           
Diluted earnings per common share  $0.17   $0.14 

 

 12

 

 

United Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

For the Three Months Ended March 31, 2016 and 2015

 

Options to purchase 53,714 shares of common stock at a weighted-average exercise price of $10.34 per share were outstanding at March 31, 2015, but were not included in the computation of diluted earnings per share because the options’ exercise price was greater than the average market price of the common shares. There were no options outstanding at March 31, 2016.

 

Income Taxes

 

The Company is subject to income taxes in the U.S. federal jurisdiction, as well as various state jurisdictions. Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations and require significant judgment to apply. With few exceptions, the Company is no longer subject to U.S. federal, state and local income tax examinations by tax authorities for the years before 2012.

 

Recent Accounting Pronouncements

 

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

 

ASU No. 2014-11, Transfer and Servicing (Topic) 860): Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures

 

ASU No. 2014-11 was issued in June 2014 and requires two accounting changes:

 

The accounting for repurchase-to-maturity transactions is changed to secured borrowings accounting, and for repurchase financing arrangements, separate accounting is required for a transfer of a financial asset executed contemporaneously with a repurchase agreement with the same counterparty, which results in secured borrowing accounting.

 

Additional disclosures are required. ASU No. 2014-11 was effective for first interim or annual reporting period beginning after December 15, 2014. In addition, for public companies, the disclosure for certain transactions accounted for as a sale is effective for the first interim or annual period beginning on or after December 15, 2014, and the disclosure for transactions accounted for as secured borrowings is required fro annual periods beginning after December 15, 2014, and interim periods beginning after March 15, 2015. The Company adopted ASU 2014-11 as required, without a material impact on the Company’s financial position or results of operations.

 

 13

 

 

United Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

For the Three Months Ended March 31, 2016 and 2015

 

On February 25, 2016, the Financial Accounting Standard Board (FASB) issued an Accounting Standards Update (ASU) intended to improve financial reporting about leasing transactions. This ASU affects all companies and other organization that lease assets such as real estate, airplanes, and manufacturing equipment.

 

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

 

(a)Some leases are classified as capital where by the lessee would recognize lease assets and liabilities on the balance sheet.

 

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

 

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

 

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

 

For public companies, the ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Thus, for a calendar year company, it would be effective January 1, 2019. The Company is currently evaluating the effects of this ASU on its financial statements and disclosures, if any.

 

ASU No. 2016-09, "Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting"

 

ASU No. 2016-09 was issued in March 2016 and affects all entities that issue share-based payment awards to their employees. The new guidance involves several aspects of the accounting for share-based payment transactions, including income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. Under ASU No. 2016-09, any excess tax benefits or tax deficiencies should be recognized as income tax expense or benefit in the income statement. Excess tax benefits are to be classified as an operating activity in the statement of cash flows. In accruing compensation cost, an entity can make an entity-wide accounting policy election to either estimate the number of awards that are expected to vest, as required under current guidance, or account for forfeitures when they occur. For an award to qualify for equity classification, an entity cannot partially settle the award in excess of the employer's maximum statutory withholding requirements. Such cash paid by an employer when directly withholding shares for tax withholding purposes should be classified as a financing activity in the statement of cash flows. The amendments in ASU No. 2016-09 are effective for public business entities for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2016. Early adoption is permitted. Adoption of ASU No. 2016-09 is not expected to have a material impact on Company’s results of operations or financial position.

 

ASU No. 2016-01, "Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities"

 

ASU No. 2016-01 was issued in January 2016 and applies to all entities that hold financial assets or owe financial liabilities. It makes targeted changes to generally accepted accounting principles for public companies as follows:

 

 14

 

 

United Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

For the Three Months Ended March 31, 2016 and 2015

 

1.Requires most equity investments to be measured at fair value with changes in fair value recognized in net income.

 

2.Simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment. When a qualitative assessment indicates that impairment exists, an entity is required to measure the investment at fair value.

 

3.Eliminates the requirement to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet.

 

4.Requires use of the exit price notion when measuring the fair value of financial instruments for disclosure purposes.

 

5.Requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments.

 

6.Requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (that is, securities or loans and receivables) on the balance sheet or the accompanying notes to the financial statements.

 

7.Clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity’s other deferred tax assets.

 

For public business entities, the new guidance is effective for annual reporting periods, and interim reporting periods within those annual periods, beginning after December 15, 2017. Adoption of ASU No. 2016-01 is not expected to have a material impact on the Company's results of operations or financial position.

 

 15

 

 

United Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

For the Three Months Ended March 31, 2016 and 2015

 

Note 2:        Securities

 

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

 

   Amortized Cost   Gross
Unrealized
Gains
   Gross
Unrealized
Losses
   Fair Value 
   (In thousands) 
Available-for-sale Securities:                    
March 31, 2016:                    
U.S. government agencies  $27,000   $18   $   $27,018 
State and political subdivisions   2,637    15    ––    2,652 
                     
   $29,637   $33   $   $29,670 
                     
Available-for-sale Securities:                    
December 31, 2015:                    
U.S. government agencies  $32,000   $11   $(50)  $31,961 
State and political subdivisions   2,637    25    ––    2,662 
                     
   $34,637   $36   $(50)  $34,623 

 

The amortized cost and fair value of available-for-sale securities and held-to-maturity securities at March 31, 2016, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties.

 

   Available-for-sale 
   Amortized
Cost
   Fair
Value
 
   (In thousands) 
Within one year  $624   $627 
One to five years   29,013    29,043 
           
Totals  $29,637   $29,670 

 

The carrying value of securities pledged as collateral, to secure public deposits and for other purposes, was $26.6 million and $22.6 million at March 31, 2016 and December 31, 2015, respectively.

 

Certain investments in debt securities are reported in the financial statements at an amount less than their historical cost. The total fair value of these investments at December 31, 2015 was $24.0 million, which represented approximately 69.2% of the Company’s available-for-sale and held-to-maturity investment portfolio.

 

 16

 

 

United Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

For the Three Months Ended March 31, 2016 and 2015

 

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

 

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

 

The following tables show the Company’s investments’ gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at December 31, 2015:

 

December 31, 2015
   Less than 12 Months   12 Months or More   Total 
Description of
Securities
  Fair Value   Unrealized
Losses
   Fair Value   Unrealized
Losses
   Fair Value   Unrealized
Losses
 
(In thousands)
U.S. Government agencies  $23,950   $(50)  $   $   $23,950   $(50)

 

The unrealized losses on the Company’s investments in U.S. Government agencies were caused primarily by interest rate changes. The contractual terms of those investments do not permit the issuer to settle the securities at a price less than the amortized cost bases of the investments. Because the Company does not intend to sell the investments and it is not more likely than not the Company will be required to sell the investments before recovery of their amortized cost bases, which may be maturity, the Company does not consider those investments to be other-than-temporarily impaired at December 31, 2015.

 

For the three months ended March 31, 2015, proceeds from the sale of investment securities available-for-sale were $370,000, with gross realized gains of $20,000, and gross realized losses of zero. The gain is included in realized gains on sales of available-for-sale securities, net in the noninterest income section of the statement of income. There were no sale of investment securities for the three months ended March 31, 2016. Realized gains and losses on the sales of all securities are computed using the specific identification cost basis.

 

 17

 

 

United Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

For the Three Months Ended March 31, 2016 and 2015

 

Note 3:        Loans and Allowance for Loan Losses

 

Categories of loans include:

 

   March 31,   December 31, 
   2016   2015 
   (In thousands) 
         
Commercial loans  $70,186   $67,247 
Commercial real estate   168,517    163,459 
Residential real estate   79,795    81,498 
Installment loans   16,966    17,459 
           
Total gross loans   335,464    329,663 
           
Less allowance for loan losses   (2,375)   (2,347)
           
Total loans  $333,089   $327,226 

 

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

 

Commercial

 

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

 

Commercial Real Estate

 

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

 

 18

 

 

United Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

For the Three Months Ended March 31, 2016 and 2015

 

Residential and Consumer

 

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

 

Allowance for Loan Losses and Recorded Investment in Loans

As of and for the three month period ended March 31, 2016

 

   Commercial   Commercial
Real Estate
   Residential   Installment   Unallocated   Total 
(In thousands)
Allowance for loan losses:                              
Balance, beginning of period  $184   $597   $170   $113   $1,373   $2,437 
Provision charged to expense   7    101    87    170    (294)   71 
Losses charged off   (2)       (91)   (71)       (164)
Recoveries   3    4        24        31 
Balance, end of period  $192   $702   $166   $236   $1,079   $2,375 
Ending balance: individually evaluated for impairment  $10   $264   $   $75   $   $349 
Ending balance: collectively evaluated for impairment  $182   $438   $166   $161   $1,079   $2,026 
                               
Loans:                              
Ending balance: individually evaluated for impairment  $14   $1,382   $   $138   $   $1,534 
Ending balance: collectively evaluated for impairment  $70,172   $167,135   $79,795   $16,828   $   $333,930 

 

 19

 

 

United Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

For the Three Months Ended March 31, 2016 and 2015

 

Allowance for Loan Losses and Recorded Investment in Loans

As of and for the three month period ended March 31, 2015

 

   Commercial   Commercial
Real Estate
   Residential   Installment   Unallocated   Total 
(In thousands)
Allowance for loan losses:                              
Balance, beginning of period  $254   $1,116   $92   $147   $791   $2,400 
Provision charged to expense   (35)   (1)   (5)   61    96    116 
Losses charged off               (53)       (53)
Recoveries   19    4    4    16        43 
Balance, end of period  $238   $1,119   $91   $171   $887   $2,506 
Ending balance: individually evaluated for impairment  $89   $618   $   $   $   $707 
Ending balance: collectively evaluated for impairment  $149   $501   $91   $171   $887   $1,799 
                               
Loans:                              
Ending balance: individually evaluated for impairment  $101   $2,022   $   $   $   $2,123 
Ending balance: collectively evaluated for impairment  $47,815   $159,437   $82,977   $20,142   $   $310,371 

 

Allowance for Loan Losses and Recorded Investment in Loans

As of December 31, 2015

 

   Commercial   Commercial
Real Estate
   Residential   Installment   Unallocated   Total 
   (In thousands) 
Allowance for loan losses:                              
Ending balance: individually evaluated for impairment  $9   $172   $––   $––   $––   $181 
Ending balance: collectively evaluated for impairment  $175   $425   $170   $113   $1,373   $2,256 
                               
Loans:                              
Ending balance: individually evaluated for impairment  $57   $1,273   $––   $80   $––   $1,410 
Ending balance: collectively evaluated for impairment  $67,190   $162,186   $81,498   $17,379   $––   $328,253 

 

 20

 

 

United Bancorp, Inc. 

Notes to Condensed Consolidated Financial Statements 

For the Three Months Ended March 31, 2016 and 2015

 

The following tables show the portfolio quality indicators.

 

   March 31, 2016 
Loan Class  Commercial   Commercial
Real Estate
   Residential   Installment   Total 
   (In thousands)     
                     
Pass Grade  $70,136   $163,350   $79,795   $16,828   $330,109 
Special Mention   36    979            1,015 
Substandard   14    4,188        138    4,340 
Doubtful                    
                          
   $70,186   $168,517   $79,795   $16,966   $335,464 

 

   December 31, 2015 
Loan Class  Commercial   Commercial
Real Estate
   Residential   Installment   Total 
   (In thousands)     
                     
Pass Grade  $67,150   $158,362   $81,498   $17,363   $324,373 
Special Mention   39    996    ––    ––    1,035 
Substandard   58    4,101    ––    96    4,255 
Doubtful   ––    ––    ––    ––    –– 
                          
   $67,247   $163,459   $81,498   $17,459   $329,663 

 

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

 

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

 

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

 

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

 

 21

 

 

United Bancorp, Inc. 

Notes to Condensed Consolidated Financial Statements 

For the Three Months Ended March 31, 2016 and 2015

 

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

 

Loan Portfolio Aging Analysis

As of March 31, 2016

 

   30-59 Days
Past Due
and
Accruing
   60-89 Days
Past Due
and
Accruing
   Greater
Than 90
Days and
Accruing
   Non
Accrual
   Total Past
Due and
Non Accrual
   Current   Total Loans
Receivable
 
   (In thousands) 
Commercial  $249   $   $   $17   $266   $69,920   $70,186 
Commercial real estate   37        130    440    607    167,910    168,517 
Residential   945    457        651    2,053    77,742    79,795 
Installment   147            183    330    16,636    16,966 
Total  $1,378   $457   $130   $1,291   $3,256   $332,208   $335,464 

 

Loan Portfolio Aging Analysis

As of December 31, 2015

 

   30-59 Days
Past Due
and
Accruing
   60-89 Days
Past Due
and
Accruing
   Greater
Than 90
Days and
Accruing
   Non
Accrual
   Total Past
Due and
Non Accrual
   Current   Total Loans
Receivable
 
   (In thousands) 
Commercial  $141   $––   $   $63   $204   $67,043   $67,247 
Commercial real estate   319    ––    132    250    701    162,758    163,459 
Residential   737    500    ––    599    1,836    79,662    81,498 
Installment   220    71    ––    132    423    17,036    17,459 
Total  $1,417   $571   $132   $1,044   $3,164   $326,499   $329,663 

 

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

 

 22

 

 

United Bancorp, Inc. 

Notes to Condensed Consolidated Financial Statements 

For the Three Months Ended March 31, 2016 and 2015

 

Impaired Loans

 

   As of
March 31, 2016
   Three Months Ended
March 31, 2016
 
   Recorded
Balance
   Unpaid
Principal
Balance
   Specific
Allowance
   Average
Investment in
Impaired
Loans
   Interest
Income
Recognized
 
   (In thousands) 
Loans without a specific valuation allowance:                         
Commercial  $1   $1   $   $   $ 
Commercial real estate   510    510        909    8 
Residential                    
Consumer   16    16        18     
    527    527        927    8 
Loans with a specific valuation allowance:                         
Commercial   13    13    10    49     
Commercial  real estate   872    872    264    1,074    11 
Residential                    
Consumer   122    122    75    122    1 
    1,007    1,007    349    1,245    17 
Total:                         
Commercial  $14   $14   $10   $49   $ 
Commercial real estate  $1,382   $1,382   $264   $1,983   $19 
Residential  $   $   $   $   $ 
Consumer  $138   $138   $75   $122   $1 

 

 23

 

 

United Bancorp, Inc. 

Notes to Condensed Consolidated Financial Statements 

For the Three Months Ended March 31, 2016 and 2015

 

   As of
December 31, 2015
   Three Months Ended
March 31, 2015
 
   Recorded
Balance
   Unpaid
Principal
Balance
   Specific
Allowance
   Average
Investment in
Impaired
Loans
   Interest
Income
Recognized
 
   (In thousands) 
Loans without a specific valuation allowance:                         
Commercial  $44   $74   $––   $   $ 
Commercial real estate   464    464    ––    902    9 
Installment   80    203              
    588    741    ––    902    9 
Loans with a specific valuation allowance:                         
Commercial   13    49    9    102    2 
Commercial  real estate   809    961    172    1,581    15 
                          
    822    1,010    181    1,683    17 
Total:                         
Commercial  $57   $117   $9   $102   $2 
Commercial real estate  $1,273   $1,425   $172   $2,483   $24 
Installment  $80   $203   $   $   $ 

 

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

 

 24

 

 

United Bancorp, Inc. 

Notes to Condensed Consolidated Financial Statements 

For the Three Months Ended March 31, 2016 and 2015

 

For the TDRs noted in the tables below, the Company extended the maturity dates and granted interest rate concessions as part of each of those loan restructurings. The loans included in the tables are considered impaired and specific loss calculations are performed on the individual loans. In conjunction with the restructuring there were no amounts charged-off. For the three months ended March 31, 2015, the Company did not have any loans classified as TDRs

 

   Three Months ended March 31, 2016 
   Number of
Contracts
   Pre- Modification
Outstanding
Recorded
Investment
   Post-Modification
Outstanding
Recorded
Investment
 
   (In thousands) 
             
Commercial      $   $ 
Commercial real estate   2    86    86 
Residential            
Installment            

 

   Three Months ended March 31, 2016 
   Interest
Only
   Term   Combination   Total
Modification
 
       (In thousands)     
                 
Commercial  $   $   $   $ 
Commercial real estate       86        86 
Residential                
Consumer                

 

During the three months ended March 31, 2016, troubled debt restructurings described above increased the allowance for loan losses by $9,000. During the three months ended March 31, 2015 the Company did not have any loans classified as troubled debt restructurings.

 

At March 31, 2016 and 2015 and for three month periods then ended, there were no material defaults of any troubled debt restructurings that were modified in the last 12 months. The Company generally considers TDR’s that become 90 days or more past due under the modified terms as subsequently defaulted.

 

 25

 

 

United Bancorp, Inc. 

Notes to Condensed Consolidated Financial Statements 

For the Three Months Ended March 31, 2016 and 2015

 

Note 4:Benefit Plans

 

Pension expense includes the following:

 

   Three months ended
March 31,
 
   2016   2015 
   (In thousands) 
     
Service cost  $78   $85 
Interest cost   50    48 
Expected return on assets   (86)   (94)
Amortization of prior service cost and net loss   (2)   (12)
           
Pension expense  $40   $27 

 

Note 5:Off-balance-sheet Activities

 

Some financial instruments, such as loan commitments, credit lines, letters of credit and overdraft protection, are issued to meet customer financing needs. These are agreements to provide credit or to support the credit of others, as long as conditions established in the contracts are met, and usually have expiration dates. Commitments may expire without being used. Off-balance-sheet risk to credit loss exists up to the face amount of these instruments, although material losses are not anticipated. The same credit policies are used to make such commitments as are used for loans, including obtaining collateral at exercise of the commitment.

 

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

 

   March 31,   December 31, 
   2016   2015 
   (In thousands) 
         
Commercial loans unused lines of credit  $19,614   $18,604 
Commitment to originate loans   11,428    11,275 
Consumer open end lines of credit   36,413    36,410 
Standby letters of credit        

 

 26

 

 

United Bancorp, Inc. 

Notes to Condensed Consolidated Financial Statements 

For the Three Months Ended March 31, 2016 and 2015

 

Note 6:Accumulated Other Comprehensive Loss

 

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

 

   March 31,
2016
   December 31,
2015
 
   (In thousands) 
         
Net unrealized gain on securities available-for-sale  $33   $(14)
Net unrealized gain for unfunded status of defined benefit plan liability   (261)   (261)
           
    (228)   (275)
Tax effect   78    94 
           
Net-of-tax amount  $(150)  $(181)

 

Note 7:Fair Value Measurements

 

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

 

Level 1Quoted prices in active markets for identical assets or liabilities

 

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

 

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

 

 27

 

 

United Bancorp, Inc. 

Notes to Condensed Consolidated Financial Statements 

For the Three Months Ended March 31, 2016 and 2015

 

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

 

Available-for-sale Securities

 

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

 

The following table presents the fair value measurements of assets recognized in the accompanying consolidated balance sheets measured at fair value on a recurring basis and the level within the fair value hierarchy in which the fair value measurements fall at March 31, 2016 and December 31, 2015:

 

       Fair Value Measurements Using 
   Fair Value   Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
   Significant
Other
Observable
Inputs
(Level 2)
   Significant
Unobservable
Inputs
(Level 3)
 
   (In thousands) 
March 31, 2016                
U.S. government agencies  $27,018   $   $27,018   $ 
State and political subdivisions   2,652        2,652     
                     
December 31, 2015                    
U.S. government agencies  $31,961   $––   $31,961   $–– 
State and political subdivisions   2,662    ––    2,662    –– 

 

 28

 

 

United Bancorp, Inc. 

Notes to Condensed Consolidated Financial Statements 

For the Three Months Ended March 31, 2016 and 2015

 

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

 

Impaired Loans (Collateral Dependent)

 

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

 

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

 

Foreclosed Assets Held for Sale

 

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

 

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

 

 29

 

 

United Bancorp, Inc. 

Notes to Condensed Consolidated Financial Statements 

For the Three Months Ended March 31, 2016 and 2015

 

The following table presents the fair value measurements of assets recognized in the accompanying consolidated balance sheets measured at fair value on a nonrecurring basis and the level within the fair value hierarchy in which the fair value measurements fall at March 31, 2016 and December 31, 2015.

 

       Fair Value Measurements Using 
   Fair
Value
   Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
   Significant
Other
Observable
Inputs
(Level 2)
   Significant
Unobservable
Inputs
(Level 3)
 
   (In thousands) 
March 31, 2016                
Collateral dependent impaired loans  $658   $   $   $658 
                     
December 31, 2015                    
Collateral dependent impaired loans  $641   $––   $––   $641 
Foreclosed assets held for sale   327    ––    ––    327 

 

Unobservable (Level 3) Inputs

 

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

 

   Fair Value at
3/31/16
   Valuation
Technique
  Unobservable Inputs  Range
   (In thousands) 
Collateral-dependent impaired loans  $658   Market comparable properties  Comparability adjustments  Not available

 

   Fair Value at
12/31/15
   Valuation
Technique
  Unobservable Inputs  Range
   (In thousands) 
Collateral-dependent impaired loans  $641   Market comparable properties  Comparability adjustments  Not available
               
Foreclosed assets held for sale   327   Market comparable properties  Marketability discount  10% – 35%

 

 30

 

 

United Bancorp, Inc. 

Notes to Condensed Consolidated Financial Statements 

For the Three Months Ended March 31, 2016 and 2015

 

There were no significant changes in the valuation techniques used during 2016.

 

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

 

       Fair Value Measurements Using 
   Carrying
Amount
   Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
   Significant
Other
Observable
Inputs
(Level 2)
   Significant
Unobservable
Inputs
(Level 3)
 
   (In thousands) 
March 31, 2016:                    
                     
Financial assets                    
Cash and cash equivalents  $18,242   $18,242   $   $ 
Loans, net of allowance   333,089            329,794 
Federal Home Loan Bank stock   4,210        4,210     
Accrued interest receivable   834        834     
                     
Financial liabilities                    
Deposits   324,632        307,648     
Short term borrowings   12,157        12,157     
Federal Home Loan Bank Advances   26,490        27,214     
Subordinated debentures   4,124        3,238     
Interest payable   121        121     

 

 31

 

 

United Bancorp, Inc. 

Notes to Condensed Consolidated Financial Statements 

For the Three Months Ended March 31, 2016 and 2015

 

       Fair Value Measurements Using 
   Carrying
Amount
   Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
   Significant
Other
Observable
Inputs
(Level 2)
   Significant
Unobservable
Inputs
(Level 3)
 
   (In thousands) 
December 31, 2015:                
                 
Financial assets                    
Cash and cash equivalents  $12,701   $12,701   $   $–– 
Loans, net of allowance   327,226        ––    325,354 
Federal Home Loan Bank stock   4,210    ––    4,210    –– 
Accrued interest receivable   803    ––    803    –– 
                     
Financial liabilities                    
Deposits   323,622    ––    307,172    –– 
Short term borrowings   5,691    ––    5,691    –– 
Federal Home Loan Bank Advances   26,530    ––    27,347    –– 
Subordinated debentures   4,124    ––    3,238    –– 
Interest payable   123    ––    123    –– 

 

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

 

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

 

The carrying amounts approximate fair value.

 

 32

 

 

United Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements 

For the Three Months Ended March 31, 2016 and 2015

 

 

Loans

 

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

 

Deposits

 

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

 

Interest Payable

 

The carrying amount approximates fair value.

 

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

 

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

 

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

 

The fair value of commitments to originate loans is estimated using the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties. For fixed-rate loan commitments, fair value also considers the difference between current levels of interest rates and the committed rates. The fair values of letters of credit and lines of credit are based on fees currently charged for similar agreements or on the estimated cost to terminate or otherwise settle the obligations with the counterparties at the reporting date. Fair values of commitments were not material at March 31, 2016 and December 31, 2015.

 

 33

 

 

United Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements 

For the Three Months Ended March 31, 2016 and 2015

 

Note 8:Repurchase Agreements

 

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

 

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

 

Remaining Contractual Maturity of the Agreement

 

(In thousands)

 

March 31, 2016  Overnight and
Continuous
   Up to 30 Days   30-90 Days   Greater than 90
Days
   Total 
Repurchase Agreements                         
U.S. government agencies  $11,287   $––   $––   $––   $11,287 
State and political subdivisions   870    ––    ––    ––    870 
                          
Total  $12,157   $––   $––   $––   $12,157 

 

These borrowings were collateralized with U.S. government and agency securities with a carrying value of $14.0 million at March 31, 2016. Declines in the fair value would require the Company to pledge additional securities.

 

(In thousands)

 

December 31, 2015  Overnight and
Continuous
   Up to 30 Days   30-90 Days   Greater than 90
Days
   Total 
Repurchase Agreements                         
U.S. government agencies  $1,622   $––   $––   $––   $1,622 
State and political subdivisions   4,069    ––    ––    ––    4,069 
                          
Total  $5,691   $––   $––   $––   $5,691 

 

Securities with an approximate carrying value of $8.5 million at December 31, 2015, respectively, were pledged as collateral for repurchase borrowings.

 

 34

 

 

United Bancorp, Inc.

Management’s Discussion and Analysis of Financial
Condition and Results of Operations

 

The following discusses the financial condition of the Company as of March 31, 2016, as compared to December 31, 2015, and the results of operations for the three months ended March 31, 2016, compared to the same period in 2015. This discussion should be read in conjunction with the interim condensed consolidated financial statements and related footnotes included herein.

 

Introduction

 

Our Company reported diluted earnings per share of $0.17 for the quarter ended March 31, 2016, as compared to $0.14 for the quarter ended March 31, 2015, an increase of 21%. This growth in earnings can be attributed to several factors that are explained below in detail. The most significant factor driving this growth in earnings is a $286,000, or 8.7%, increase in net interest income for the quarter ended March 31, 2016, as compared to the same quarter in 2015.

 

We are pleased to report on the earnings improvement of our Company for the quarter ended March 31, 2016. The Company’s net interest margin increased to a level of 3.80%, as compared to 3.71% for the same period in 2015. This increase in the net interest margin is primarily attributed to the Company experiencing growth in its loan portfolio year-over-year. As of March 31, 2016, the Company had gross loans of $335.5 million, which is an increase of $23.0 million, or 7.35%, over the same period last year. Having a higher level of funding invested in quality loans, as compared to lower yielding federal funds, drove the increase in the margin. This occurred even though the loan portfolio continued to reprice downward over the course of the past year, as the long-end of the yield curve remained at historically low levels. On a positive note, the Federal Open Market Committee (FOMC) did increase the target for the federal funds rate by 25 basis points in December 2015, which positively impacted the portion of the Company’s loan portfolio tied to the prime rate, which also increased 25 basis points at that time. Considering the recent actions of the FOMC and that longer-term Treasury rates (to which the Company’s loans reprice) have been priced at relatively the same levels for the past several years, the overall yield in the Company’s loan portfolio has stabilized in recent months. The combination of both loan growth and the stabilization of the yield in the Company’s loan portfolio should lead to higher levels of interest income being generated in the coming quarters. With stronger loan growth, the Company’s funds management policy changed during the first quarter of 2016. In prior years, the majority of surplus funding was invested in very liquid, lower-yielding excess reserves at the Federal Reserve. During the first quarter of 2016, these excess reserves previously invested in lower-yielding investment alternatives were fully exhausted and the Company, for the first time in several years, switched to a borrowed position to fund its loan growth by utilizing wholesale funding alternatives. Also, with stronger loan growth, securities and other restricted stock balances decreased by $7.9 million to a level of $33.9 million at quarter-end. Going forward, it is anticipated that the Company’s securities portfolio will be maintained at this present level to support its pledge requirement for public depository accounts until investment yields get to more normalized levels. The Company’s credit quality has not changed significantly on a year-over-year basis as nonaccrual loans marginally increased by $84,000 to a level of $1.3 million. Net loans charged off for the three months ended March 31, 2016 were $110,000, or 0.16% of average loans, as compared to a net recovery of $22,000 for the same period in 2015. In addition, the Company continued to see a decrease in its other real estate and repossessions (“OREO”), as balances decreased by $814,000, or 71.4%, to a level of $326,000. Lastly, the overall total allowance for loan losses to total loans was 0.71%, resulting in a total allowance for loan losses to nonperforming loans of 184.00% at March 31, 2016, as compared to 0.80% and 207.64% respectively at March 31, 2015.

 

 35

 

 

United Bancorp, Inc.

Management’s Discussion and Analysis of Financial
Condition and Results of Operations

 

On the liability-side of the balance sheet, the Company continued to see a positive return on its strategy of attracting additional customers into lower-cost funding accounts, while allowing higher-cost funding to run off. Year-over-year, lower-cost funding, consisting of demand and savings deposits, increased by $3.1 million, while higher-cost time deposit balances decreased by $9.5 million. This helped the Company reduce its total interest expense by $106,000 or 18.3%. The Company also continued to see the positive impact of attracting a higher number of active transaction accounts, which helped it increase its overall service charges on deposit accounts net of one-time fees. During the first quarter of 2015, the Company did receive a signing bonus from its debit card and ATM processor. Exclusive of this one-time fee received in 2015, service charges on deposit accounts increased by $27,000, or 6.32%, as of March 31, 2016. It is anticipated that this positive trend will continue. Lastly, noninterest expense increased on a quarter-over-quarter basis by $8,000, or less than 1.0%. As previously announced, the Company’s office consolidation in its Glouster, Ohio marketplace was completed late in the first quarter of 2015, which helped contain noninterest expense year-over-year. Our goal is to control our level of noninterest expense while continuing to build and strengthen our operational foundation, which should lead to future growth, higher levels of operating income and, ultimately, a higher level of performance. Over the next 24 months, it is projected that our Company’s interest expense will be positively impacted by the repricing of $26 million in fixed-rate advances with the Federal Home Loan Bank (”FHLB”) that are set to mature. The average cost of these advances is 3.66% and, given the current interest rate environment, should lead to continued savings in interest expense. In May 2016, a $6.0 million FHLB advance matures at a rate of 3.28%. It is anticipated that this advance will be replaced with a short-term borrowing at a current rate of 50 basis points or thereabouts. At this pricing level, the Company will save approximately $167,000 annually in interest expense beginning next month. In addition, the Company’s $4.1 million subordinated debenture did reprice on January 1, 2016 from a fixed rate of 6.25% to a current variable rate of 1.97%, which is based on three-month LIBOR plus a margin of 1.35%. At this current price level, the Company will save approximately $177,000 in interest expense annually beginning this year. By growing our loan portfolio and reducing our overall levels of interest expense, we believe that we will see growth in the level of the net interest income that our Company generates. It is projected that this will lead to a higher level of earnings and profitability for our Company in future periods.

 

The Company is beginning to see the results of the efforts expended over the course of the past couple of years within our company to gain efficiencies through process improvement, while generating higher levels of revenue. We are pleased with the results that we are now seeing and will continue looking for additional opportunities that will help our organization become more operationally efficient, generate higher levels of revenue and produce higher levels of quality earnings. As announced in our annual report to shareholders, our Company is embarking upon a new period, whereby our exclusive focus is to grow our assets in a profitable fashion that will produce consistent and increasing earnings. This vision, which is called Mission 2020, sets the course for our Company to grow its assets to a level of $1.0 billion, or greater, by the end of 2020. In order to achieve this ambitious growth plan, we will need to continue focusing on being operationally efficient, while taking on higher levels of non-interest expense to support an origination platform that will drive the organic growth of our Company. It is projected that this enhanced platform, which began being implemented in the second quarter of last year, will continue to lead to the origination of higher levels of quality loans as seen in recent quarters. This will lead to our Company generating higher levels of interest income, which, in turn, will lead to an increase in the all-important revenue line…net interest income. The Company also envisions acquiring other community-minded banking organizations to help it achieve the lofty level of growth envisioned under Mission 2020. Being a very well capitalized and profitable Company in today’s environment will help us achieve the goals that are defined under this vision within our current strategic plan. With the aforementioned change in our funds management this past quarter, our Company is now positioned to attract higher levels of funding, both retail and wholesale, which will allow us to leverage our capital at a more optimal level and produce higher earnings. As of March 31, 2016, our Company is considered to be well-capitalized by regulatory standards, having equity to assets of 10.16%. With the free capital that our Company presently has, we will be able to begin the growth trajectory that we envision, which should benefit all of our valued shareholders. This past year, we paid a regular cash dividend of $0.37 and a special dividend of $0.05. With our Company’s present regular cash dividend of $0.10, our forward yield as of quarter-end is 4.41%. At this level, our Company’s cash dividend yield is nearly twice that of the average bank in our country. With our present focus of driving the revenue-line of our Company, or net interest income, we firmly believe that we will continue to reward our shareholders by paying higher dividends, while seeing appreciation in the market value of our common stock. Year-over-year, the market value of our Company’s stock increased by $1.18, or 15%, to a level of $9.07. Our number one focus continues to be protecting and growing our shareholders’ investment in our Company through sound and 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 very pleased with the present operating performance of our Company and the direction that we are going. We are extremely optimistic about our future foreseeable future!

 

 36

 

 

United Bancorp, Inc.

Management’s Discussion and Analysis of Financial
Condition and Results of Operations

 

Forward-Looking Statements

 

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

 

The Company is not aware of any trends, events or uncertainties that will have or are reasonably likely to have a material effect on its financial condition, results of operations, liquidity or capital resources except as discussed herein. The Company is not aware of any current recommendation by regulatory authorities that would have such effect if implemented except as discussed herein.

 

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

 

Critical Accounting Policies

 

Management makes certain judgments that affect the amounts reported in the financial statements and footnotes. These estimates, assumptions and judgments are based on information available as of the date of the financial statements, and as this information changes, the financial statements could reflect different estimates, assumptions, and judgments.

 

The procedures for assessing the adequacy of the allowance for loan losses reflect our evaluation of credit risk after careful consideration of all information available to management. In developing this assessment, management must rely on estimates and exercise judgment regarding matters where the ultimate outcome is unknown such as economic factors, developments affecting companies in specific industries and issues with respect to single borrowers. Depending on changes in circumstances, future assessments of credit risk may yield materially different results, which may require an increase or a decrease in the allowance for loan losses.

 

The allowance is regularly reviewed by management and the board to determine whether the amount is considered adequate to absorb probable losses. This evaluation includes specific loss estimates on certain individually reviewed loans, statistical loss estimates for loan pools that are based on historical loss experience, and general loss estimates that are based on the size, quality and concentration characteristics of the various loan portfolios, adverse situations that may affect a borrower’s ability to repay and current economic and industry conditions. Also considered as part of that judgment is a review of the Bank’s trend in delinquencies and loan losses, and economic factors.

 

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

 

 37

 

 

United Bancorp, Inc.

Management’s Discussion and Analysis of Financial
Condition and Results of Operations

 

Analysis of Financial Condition

 

Earning Assets – Loans

 

Our focus as a community bank is to meet the credit needs of the markets we serve. At March 31, 2016, gross loans were $335.5 million, compared to $329.7 million at December 31, 2015, an increase of $5.8 million after offsetting repayments for the period. The overall increase in the loan portfolio was comprised of a $8.0 million increase in commercial and commercial real estate loans and a $1.7 million decrease in real estate lending and a $493,000 decrease in installment loans since December 31, 2015.

 

Commercial and commercial real estate loans comprised 71.2% of total loans at March 31, 2016, compared to 70.0% at December 31, 2015. Commercial and commercial real estate loans have increased $8.0 million, or 3.5% since December 31, 2015. This segment of the loan portfolio includes originated loans in our market areas and purchased participations in loans from other banks for out-of-area commercial and commercial real estate loans to benefit from consistent economic growth outside the Company’s primary market area.

 

Installment loans represented 5.1% of total loans at March 31, 2016 and 5.3% at December 31, 2015. Some of the installment loans carry somewhat more risk than real estate lending; however, it also provides for higher yields. Installment loans have decreased $493,000, or 2.8%, since December 31, 2015. The targeted lending areas encompass four separate metropolitan areas, minimizing the risk to changes in economic conditions in the communities housing the Company’s banking locations.

 

Residential real estate loans were 23.7% of total loans at March 31, 2016 and 24.7% at December 31, 2015, representing a decrease of $1.7 million, or 2.1% since December 31, 2015. As of March 31, 2016, the Bank has approximately $7.1 million in fixed-rate loans that have been sold in the secondary market but still serviced by the Company as compared to $7.4 million at December 31, 2015. The level of fixed rate mortgages serviced by the Company will continue to decline as the Company will not retain servicing rights on new sales going forward for these types of products. The Company will continue to service these loans for a fee that is typically 25 basis points. At March 31, 2016, the Company did not hold any loans for sale.

 

The allowance for loan losses totaled $2.4 million at March 31, 2016, which represented 0.71% of total loans, and $2.4 million at December 31, 2015, or 0.73% of total loans. The allowance represents the amount which management and the Board of Directors estimates is adequate to provide for probable losses inherent in the loan portfolio. The allowance balance and the provision charged to expense are reviewed by management and the Board of Directors monthly using a risk evaluation model that considers borrowers’ past due experience, economic conditions and various other circumstances that are subject to change over time. Management believes the current balance of the allowance for loan losses is adequate to absorb probable incurred credit losses associated with the loan portfolio. Net loan charge-offs (exclusive of overdrafts) for the three months ended March 31, 2016 were approximately $110,000 or 4.5%, of the beginning balance in the allowance for loan losses. Net loans charged off did increase for the three months ended March 31, 2016 as compared to the same period in 2015. Net loans charged off increased approximately $132,000 for the three months ended March 31, 2016 as compared to the same period in 2015.

 

 38

 

 

United Bancorp, Inc.

Management’s Discussion and Analysis of Financial
Condition and Results of Operations

 

Earning Assets – Securities

 

The securities portfolio is comprised of U.S. Government agency-backed securities, tax-exempt obligations of state and political subdivisions and certain other investments. Securities available for sale at March 31, 2016 decreased approximately $5.0 million from December 31, 2015 totals.

 

Sources of Funds – Deposits

 

The Company’s primary source of funds is core deposits from retail and business customers. These core deposits include all categories of interest-bearing and noninterest-bearing deposits, excluding certificates of deposit greater than $100,000. For the period ended March 31, 2016, total core deposits increased approximately $1.5 million, or less than 1.0%. The Company’s savings accounts increased $2.4 million or 3.1% from December 31, 2015 totals. The Company’s interest-bearing and non-interest bearing demand deposits increased $424,000 while certificates of deposit under $100,000 decreased by $1.3 million, or 3.1%.

 

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

 

Certificates of deposit greater than $100,000 are not considered part of core deposits and as such are used to balance rate sensitivity as a tool of funds management. At March 31, 2016, certificates of deposit greater than $100,000 decreased $451,000 or 3.2%, from December 31, 2015 totals.

 

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

 

Other interest-bearing liabilities include securities sold under agreements to repurchase and Federal Home Loan Bank (“FHLB”) advances. The majority of the Company’s repurchase agreements are with local school districts and city and county governments. The Company’s short-term borrowings increased approximately $6.5 million from December 31, 2015 totals.

 

Results of Operations for the Three Months Ended March 31, 2016 and 2015

 

Net Income

 

The reported diluted earnings per share was $0.17 for the quarter ended March 31, 2016 compared to $0.14 for the quarter ended March 31, 2015, an increase of 21%. This growth in earnings can be attributed to several factors which are explained in detail below.

 

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United Bancorp, Inc.

Management’s Discussion and Analysis of Financial

Condition and Results of Operations

 

Net Interest Income

 

Net interest income increased $285,000 or 8.7% for the three months ended March 31, 2016 compared to the same period in 2015. As previously mentioned, the strong growth of loans was the driver for the increase in net interest income.

 

Provision for Loan Losses

 

The provision for loan losses was $71,000 for the three months ended March 31, 2016, compared to $116,000 for the same period in 2015. As previously discussed, the decrease in the provision for loan losses was primarily due to and overall improvement in credit quality of the loan portfolio.

 

Noninterest Income

 

As previously mentioned, attracting a higher number of transaction accounts as a result of a customer marketing strategy had a positive impact on noninterest income. The Company’s service charges on deposit accounts related to its overdraft program, a component of non interest income increased by $27,000 for the three months ended March 31, 2016 as compared to the same period in 2015. It is projected this trend will continue even with the continuing Government mandated regulations relating to the Dodd-Frank Act, which have had a limiting effect on the level of revenue realized per account, being more fully implemented. This has been offset by the Company’s focus on attracting more transaction account customers and having a higher overall level of transaction accounts that can generate fee based income.

 

Noninterest Expense

 

As of March 31, 2016, noninterest expense increased marginally on a year-over-year basis by $7,000 or less than 1.0%. The Company’s previously announced office consolidation in its Glouster, Ohio marketplace was completed on March 16, 2015 and lead to additional cost savings.

 

Federal Income Taxes

 

The provision for federal income taxes was $373,000 for the three months ended March 31, 2016, an increase of $97,000 compared to the same period in 2015. The effective tax rate was approximately 30.6% and 28.8% for the three months ended March 31, 2016 and 2015, respectively.

 

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United Bancorp, Inc.

Management’s Discussion and Analysis of Financial

Condition and Results of Operations

 

Capital Resources

 

Internal capital growth, through the retention of earnings, is the primary means of maintaining capital adequacy for the Company. Stockholders’ equity totaled $41.9 million at March 31, 2016 compared to $41.5 million at December 31, 2015, a $426,000 increase. Total average stockholders’ equity in relation to total assets was 10.16% at March 31, 2016 and 10.24% at December 31, 2015. Our shareholders approved an amendment to the Company’s Articles of Incorporation to create a class of preferred shares with 2,000,000 authorized shares. This enables the Company, at the option of the Board of Directors, to issue series of preferred shares in a manner calculated to take advantage of financing techniques which may provide a lower effective cost of capital to the Company. The amendment also provides greater flexibility to the Board of Directors in structuring the terms of equity securities that may be issued by the Company. Although this preferred stock is a financial tool, it has not been utilized to date.

 

The Company has offered for many years a Dividend Reinvestment Plan (“The Plan”) for shareholders under which the Company’s common stock will be purchased by the Plan for participants with automatically reinvested dividends. The Plan does not represent a change in the Company’s dividend policy or a guarantee of future dividends.

 

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

 

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

 

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

 

The Company continues to be well-capitalized in accordance with Federal regulatory capital requirements as the capital ratios below show:

 

Common equity tier 1 capital ratio   13.82%
Tier 1 capital ratio   12.59%
Total capital ratio   14.55%
Leverage ratio   11.12%

 

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United Bancorp, Inc.

Management’s Discussion and Analysis of Financial

Condition and Results of Operations

 

Liquidity

 

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

 

Inflation

 

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

 

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

 

ITEM 3 Quantitative and Qualitative Disclosures About Market Risk

 

There has been no significant change from disclosures included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015.

 

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United Bancorp, Inc.

Management’s Discussion and Analysis of Financial

Condition and Results of Operations

 

ITEM 4. Controls and Procedures

 

The Company, under the supervision, and with the participation, of its management, including the Company's Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of the Company's disclosure controls and procedures pursuant to the requirements of Exchange Act Rule 13a-15. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were effective as of March 31, 2016, in timely alerting them to material information relating to the Company (including its consolidated subsidiary) required to be included in the Company's periodic SEC filings.

 

There was no change in the Company's internal control over financial reporting that occurred during the Company's fiscal quarter ended March 31, 2016 that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

 

 43

 

 

United Bancorp, Inc.

Part II – Other Information

 

ITEM 1. Legal Proceedings

 

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

 

ITEM 1A. Risk Factors

 

There have been no material changes from risk factors as previously disclosed in Part 1 Item 1A of the Company’s Form 10-K for the year ended December 31, 2015, filed on March 16, 2016.

 

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

 

ISSUER PURCHASES OF EQUITY SECURITIES

 

Period   

(a)

Total Number of

Shares (or Units)

Purchased

    

(b)

Average Price Paid

Per Share (or Unit)

    

(c)

Total Number of

Shares (or Units)

Purchased as Part

Of Publicly

Announced Plans

Or Programs

    

(d)

Maximum Number or

Approximate Dollar
Value) of Shares (or

Units) that May Yet Be
Purchased Under the
Plans or Programs

 
Month #1                    
1/1/2016 to   ––    ––    ––    –– 
1/31/2016                    
Month #2                    
2/1/2016 to   ––    ––    ––    –– 
2/28/2016                    
Month #3                    
3/1/2016 to   ––    ––    ––    –– 
3/31/2016                    

 

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

 

ITEM 3. Defaults Upon Senior Securities

 

Not applicable.

 

 44

 

 

United Bancorp, Inc.

Part II – Other Information

 

ITEM 4. Mine Safety Disclosures

 

Not applicable.

 

ITEM 5. Exhibits

 

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

 

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

 

 45

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

  /s/United Bancorp, Inc.
     
Date: May 13, 2016 By: /s/Scott A. Everson
    Scott A. Everson
    President and Chief Executive Officer
     
Date: May 13, 2016 By: /s/Randall M. Greenwood
    Randall M. Greenwood
    Senior Vice President, Chief Financial Officer and Treasurer

 

 46

 

 

Exhibit Index

 

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

 

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

 

 47