Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended                           June 30, 2022March 31, 2023                          

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)

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, Par Value $1.00

UBCP

NASDQ Capital Market

Indicate by check mark whether the registrant (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        No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).

Yes        No 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.company. See definitionthe definitions of “accelerated filer”, “large accelerated filer,” “small“accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer         

Accelerated filer                  

Non-accelerated filer           

Smaller Reporting Company 

Emerging growth company 

Smaller Reporting Company 

Emerging growth company 

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

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

Yes    No 

Indicate the number of shares outstanding of the issuer’s classes of common stock as of the latest practicable date: As of August 12, 2022, 5,914,488May 9, 2023, 5,690,251 shares of the Company’s common stock, $1.00 par value, were issued and outstanding.

Table of Contents

PART I - FINANCIAL INFORMATION

 

 

Item 1

Condensed Consolidated Balance Sheets

3

 

Condensed Consolidated Statements of Income

4

 

Condensed Consolidated Statements of Comprehensive Income (Loss)

5

 

Condensed Consolidated Statements of ShareholdersStockholders’ Equity

6

 

Condensed Consolidated Statements of Cash Flows

87

 

Notes to Condensed Consolidated Financial Statements

108

 

Item 2

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

3429

 

Item 3

Quantitative and Qualitative Disclosures About Market Risk

4134

 

 

Item 4

Controls and Procedures

4134

 

PART II - OTHER INFORMATION

 

 

Item 1

Legal Proceedings

4236

 

 

Item 1A

Risk Factors

4236

 

 

Item 2

Unregistered Sales of Equity Securities and Use of Proceeds

4236

 

 

Item 3

Defaults Upon Senior Securities

4236

Item 4

Other InformationMine Safety Disclosures

4336

 

 

Item 5

Other Information

36

Item 6

Exhibits

4337

 

SIGNATURES

4438

2

Table of Contents

ITEM 1. Financial Statements

United Bancorp, Inc.

Condensed Consolidated Balance Sheets

(In thousands, except share data)

    

June 30, 

    

December 31, 

2022

2021

(Unaudited)

Assets

 

  

 

  

Cash and due from banks

$

7,731

$

7,653

Interest-bearing demand deposits

 

9,060

 

75,346

Cash and cash equivalents

 

16,791

 

82,999

Available-for-sale securities

 

190,175

 

146,313

Loans, net of allowance for loan losses of $2,653 and $3,673 at June 30, 2022 and December 31, 2021, respectively

 

464,736

 

450,699

Premises and equipment

 

12,587

 

12,757

Federal Home Loan Bank stock

 

3,704

 

3,704

Foreclosed assets held for sale, net

 

237

 

415

Core deposit intangible assets

 

485

 

560

Goodwill

682

682

Accrued interest receivable

 

2,638

 

2,345

Bank-owned life insurance

 

18,793

 

18,809

Other assets

 

8,277

 

5,173

Total assets

$

719,105

$

724,456

Liabilities and Stockholders’ Equity

 

  

 

  

Liabilities

 

  

 

  

Deposits

 

  

 

  

Demand

$

415,496

$

408,296

Savings

 

146,874

 

140,598

Time

 

44,940

 

56,242

Total deposits

 

607,310

 

605,136

Securities sold under repurchase agreements

 

24,476

 

15,701

Subordinated debentures

 

23,695

 

23,665

Interest payable and other liabilities

 

5,311

 

8,253

Total liabilities

 

660,792

 

652,755

Stockholders’ Equity

 

  

 

  

Preferred stock, 0 par value, authorized 2,000,000 shares; 0 shares issued

 

 

Common stock, $1 par value; authorized 10,000,000 shares; issued 6,043,851 shares June 30, 2022 and December 31, 2021 – 6,053,851 shares; outstanding 2022 – 5,914,488; 2021 – 5,791,853

 

6,044

 

6,054

Additional paid-in capital

 

24,528

 

23,635

Retained earnings

 

39,169

 

37,847

Stock held by deferred compensation plan; 2022 – 168,441 shares, 2021 – 172,538 shares

 

(1,790)

 

(1,738)

Accumulated other comprehensive (loss) income

 

(7,810)

 

6,964

Treasury stock, at cost 2022 – 129,363 shares, 2021 – 84,363 shares

 

(1,828)

 

(1,061)

Total stockholders’ equity

 

58,313

 

71,701

Total liabilities and stockholders’ equity

$

719,105

$

724,456

    

March 31, 

    

December 31, 

2023

2022

(Unaudited)

Assets

 

  

 

  

Cash and due from banks

$

17,856

$

8,279

Interest-bearing demand deposits

 

82,733

 

21,801

Cash and cash equivalents

 

100,589

 

30,080

Available-for-sale securities, amortized cost of $243,009 net of allowance of allowance for credit losses of $0 at March 31, 2023

 

234,059

 

217,624

Loans, net of allowance for credit losses of $4,452 and $2,052 at March 31, 2023 and December 31, 2022, respectively

 

459,236

 

458,823

Premises and equipment

 

12,184

 

12,144

Federal Home Loan Bank stock

 

3,957

 

2,499

Foreclosed assets held for sale, net

 

3,519

 

3,519

Core deposit other intangible asset

 

372

 

410

Goodwill

682

682

Accrued interest receivable

 

3,496

 

3,403

Deferred federal income tax

 

2,624

 

2,423

Bank-owned life insurance

 

19,113

 

19,000

Other assets

7,662

6,793

Total assets

$

847,493

$

757,400

Liabilities and Stockholders’ Equity

 

 

Liabilities

 

 

Deposits

 

 

Demand

$

385,707

$

402,341

Savings

 

143,544

 

145,836

Time

 

124,114

 

101,736

Total deposits

 

653,365

 

649,913

Securities sold under repurchase agreements

 

30,509

 

18,106

Subordinated debentures

 

23,741

 

23,726

Advances Federal Home Loan Bank

75,000

Interest payable and other liabilities

 

5,873

 

5,918

Total liabilities

 

788,488

 

697,663

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 6,043,851 shares at March 31, 2023, and 6,043,851 shares at December 31, 2022; outstanding - 5,703,628 and 5,740,251 shares at March 31, 2023 and December 31, 2022, respectively

 

6,044

 

6,044

Additional paid-in capital

 

25,172

 

24,814

Retained earnings

 

39,895

 

41,945

Stock held by deferred compensation plan; 160,860 and 174,237 shares at March 31, 2023 and December 31, 2022

 

(1,815)

 

(1,902)

Accumulated other comprehensive loss

 

(7,730)

 

(9,336)

Treasury stock, at cost 179,363 and 129,363 shares at March 31, 2023 and December 31, 2022, respectively

 

(2,561)

 

(1,828)

Total stockholders’ equity

 

59,005

 

59,737

Total liabilities and stockholders’ equity

$

847,493

$

757,400

See Notes to Condensed Consolidated Financial Statements

3

Table of Contents

United Bancorp, Inc.

Condensed Consolidated Statements of Income

Three Months Ended March 31, 2023 and 2022

(In thousands, except per share data)

(Unaudited)

Three months ended June 30,

Six months ended June 30,

2022

2021

2022

2021

Interest and dividend income

Loans, including fees

$

4,914

$

5,091

$

9,705

$

10,004

Taxable securities

402

21

 

670

 

50

Non-taxable securities

1,035

1,086

1,926

2,194

Federal funds sold

66

20

 

94

 

31

Dividends on Federal Home Loan Bank stock and other

28

15

 

47

 

42

Total interest and dividend income

6,445

6,233

 

12,442

 

12,321

Interest expense

 

  

 

  

Deposits

 

Demand

106

72

 

179

 

167

Savings

3

4

 

7

 

11

Time

23

263

 

96

 

567

Borrowings

345

337

682

706

Total interest expense

477

676

964

1,451

Net interest income

5,968

5,557

11,478

 

10,870

Credit for loan losses

(485)

(250)

(985)

 

(455)

Net interest income after credit for loan losses

6,453

5,807

12,463

 

11,325

Noninterest income

 

 

Service charges on deposit accounts

746

809

1,427

1,401

Realized gains on sales of loans

15

88

27

164

Other income

227

245

 

521

 

503

Total noninterest income

988

1,142

 

1,975

 

2,068

Noninterest expense

 

 

  

Salaries and employee benefits

2,384

2,331

 

5,389

 

4,635

Net occupancy and equipment expense

579

574

 

1,162

 

1,174

Professional services

360

328

 

623

 

647

Insurance

139

130

278

259

Deposit insurance premiums

50

49

99

98

Franchise and other taxes

137

140

 

272

 

274

Advertising

123

112

 

153

 

225

Stationery and office supplies

21

28

 

46

 

51

Amortization of core deposit premium

38

38

 

75

 

75

Other expenses

1,018

820

 

1,862

 

1,561

Total noninterest expense

4,849

4,550

 

9,959

 

8,999

Income before federal income taxes

2,592

2,399

 

4,479

 

4,394

Federal income taxes

295

214

431

301

Net income

$

2,297

$

2,185

$

4,048

$

4,093

EARNINGS PER COMMON SHARE

Basic

$

0.40

$

0.38

$

0.70

$

0.71

Diluted

$

0.40

$

0.38

$

0.70

$

0.71

DIVIDENDS PER COMMON SHARE

$

0.1550

$

0.1450

$

0.4575

$

0.3875

    

2023

    

2022

Interest and Dividend Income

Loans, including fees

$

5,809

$

4,791

Securities

Taxable

676

268

Non-taxable

1,356

891

Federal funds sold

326

28

Dividends on Federal Home Loan Bank and other stock

41

19

Total interest and dividend income

8,208

5,997

Interest Expense

Deposits

1,057

150

Borrowings

728

337

Total interest expense

1,785

487

Net Interest Income

6,423

5,510

Credit Loss Expense

Provision for (reversal of) credit loss expense - loans

(500)

Provision for credit loss expense - off balance sheet commitments

Provision for (reversal of) Credit Loss Expense

(500)

Net Interest Income After (Credit) Provision for Loan Losses

6,423

6,010

Noninterest Income

Service charges on deposit accounts

721

681

Realized gains on sales of loans

12

Earnings on bank-owned life insurance

188

186

Other income

107

108

Total noninterest income

1,016

987

Noninterest Expense

Salaries and employee benefits

2,864

3,005

Occupancy and equipment

497

583

Professional services

386

263

FDIC insurance

86

49

Insurance

150

139

Franchise and other taxes

140

135

Advertising

100

30

Stationery and office supplies

30

25

Amortization of intangibles

38

37

Other expenses

1,147

844

Total noninterest expense

5,438

5,110

Income Before Federal Income Taxes

2,001

1,887

Provision for Federal Income Taxes

113

136

Net Income

$

1,888

$

1,751

Basic Earnings Per Share

$

0.33

$

0.30

Diluted Earnings Per Share

$

0.33

$

0.30

Dividends Per Share (including special dividend of $.015 in March 2023 and $.015 in March 2022)

$

0.3125

$

0.3025

See Notes to Condensed Consolidated Financial Statements

4

Table of Contents

United Bancorp, Inc.

Condensed Consolidated Statements of Comprehensive Income (Loss)

Three Months Ended March 31, 2023 and 2022

(In thousands)thousands, except per share data)

(Unaudited)

Three months ended

Six months ended

    

2023

    

2022

June 30, 

June 30, 

    

2022

    

2021

    

2022

    

2021

Net income

$

2,297

$

2,185

$

4,048

$

4,093

Unrealized holding gains (losses) on securities during the period, net of tax (benefit) of ($1,868), $327, ($3,927) and ($249) for each respective period

(7,026)

1,232

(14,774)

(938)

Comprehensive (loss) income

$

(4,729)

$

3,417

$

(10,726)

$

3,155

Net Income

$

1,888

$

1,751

Other comprehensive income (loss), net of tax

 

Unrealized holding gain (loss) on available-for-sale securities during the period, net of taxes (benefits) of $427 and $(2,060) for each respective period

1,606

(7,748)

Comprehensive Income (Loss)

$

3,494

$

(5,997)

See Notes to Condensed Consolidated Financial Statements

5

Table of Contents

United Bancorp, Inc.

Consolidated Statements of Stockholders’ Equity

Three and Six Months Ended June 30,March 31, 2023 and 2022 and 2021

(In thousands except per share data)

(Unaudited)

Treasury

Accumulated

Additional

 Stock and

Other

Common

Paid-in

Deferred

Retained

Comprehensive

    

Stock

    

Capital

    

Compensation

    

Earnings

    

Income (Loss)

    

Total

Balance, April 1, 2021

6,046

23,174

(2,569)

32,958

7,113

66,722

Net income

 

 

 

 

2,185

 

 

2,185

Other comprehensive income

 

 

 

 

 

1,232

 

1,232

Cash dividends - $0.1450 per share

 

 

 

 

(866)

 

 

(866)

Shares purchased for deferred compensation plan

 

 

91

 

(91)

 

 

 

Restricted stock activity

103

103

Balance, June 30, 2021

$

6,046

$

23,368

$

(2,660)

$

34,277

$

8,345

$

69,376

Balance April 1, 2022

6,054

 

24,457

 

(3,641)

 

37,815

 

(784)

 

63,901

Net income

 

 

 

 

2,297

 

 

2,297

Other comprehensive loss

 

 

 

 

 

(7,026)

 

(7,026)

Cash dividends - $0.1550 per share

 

 

 

 

(943)

 

 

(943)

Shares purchased for deferred compensation plan

 

(23)

 

23

 

 

 

Expense/shares repurchase related to share-based compensation plans

 

(10)

 

94

 

 

 

 

84

Balance, June 30, 2022

$

6,044

$

24,528

$

(3,618)

$

39,169

$

(7,810)

$

58,313

See Notes to Condensed Consolidated Financial Statements

6

Table of Contents

United Bancorp, Inc.

Consolidated Statements of Stockholders’ Equity

Three and Six Months Ended June 30, 2022 and 2021

(In thousands except per share data)

(Unaudited)

Treasury

Accumulated

Additional

 Stock and

Other

Common

Paid-in

Deferred

Retained

Comprehensive

    

Stock

    

Capital

    

Compensation

    

Earnings

    

Income (Loss)

    

Total

Balance January 1, 2021

6,046

23,166

(2,664)

32,497

9,283

68,328

Net income

 

 

 

 

4,093

 

 

4,093

Other comprehensive loss

 

 

 

 

 

(938)

 

(938)

Cash dividends - $0.3875 per share

 

 

 

 

(2,313)

 

 

(2,313)

Shares sold for deferred compensation plan

 

 

(4)

 

4

 

 

 

Repurchase of common stock

 

 

 

 

 

 

Expense related to share-based compensation plans

206

206

Balance, June 30, 2021

$

6,046

$

23,368

$

(2,660)

$

34,277

$

8,345

$

69,376

 

Balance January 1, 2022

6,054

 

23,635

 

(2,799)

 

37,847

 

6,964

 

71,701

Net income

 

 

 

 

4,048

 

 

4,048

Other comprehensive loss

 

 

 

 

 

(14,774)

 

(14,774)

Cash dividends - $0.4575 per share

 

 

 

 

(2,726)

 

 

(2,726)

Deferred compensation plan activity

51

(51)

Repurchase of common stock

(768)

(768)

Expense/shares repurchase related to share-based compensation plans

 

(10)

 

842

 

 

 

 

832

Balance, June 30, 2022

$

6,044

$

24,528

$

(3,618)

$

39,169

$

(7,810)

$

58,313

Treasury

Accumulated

Additional

 Stock and

Other

Common

Paid-in

Deferred

Retained

Comprehensive

    

Stock

    

Capital

    

Compensation

    

Earnings

    

Income (Loss)

    

Total

Balance, January 1, 2022

$

6,054

$

23,635

$

(2,799)

$

37,847

$

6,964

$

71,701

Net income

 

 

 

 

1,751

 

 

1,751

Other comprehensive loss

 

 

 

 

 

(7,748)

 

(7,748)

Cash dividends - $0.3025 per share

 

 

 

 

(1,783)

 

 

(1,783)

Repurchase of common stock

(767)

 

 

 

(767)

Shares purchased for deferred compensation plan

 

 

75

 

(75)

Expense related to share-based compensation plans

747

747

Balance, March 31, 2022

$

6,054

$

24,457

$

(3,641)

$

37,815

$

(784)

$

63,901

Balance January 1, 2023

 

6,044

 

24,814

 

(3,730)

 

41,945

 

(9,336)

 

59,737

Net income

 

 

 

 

1,888

 

 

1,888

Other comprehensive income

 

 

 

 

 

1,606

 

1,606

Cash dividends - $0.3125 per share

(1,848)

(1,848)

Repurchase of common stock

(733)

(733)

Shares purchased for deferred compensation plan

 

 

(87)

 

87

 

 

 

Cumulative effect of adoption of ASU 2016-13

 

 

 

 

(2,090)

 

 

(2,090)

Expense related to share-based compensation plans

445

445

Balance, March 31, 2023

$

6,044

$

25,172

$

(4,376)

$

39,895

$

(7,730)

$

59,005

See Notes to Condensed Consolidated Financial Statements

76

Table of Contents

United Bancorp, Inc.

Condensed Consolidated Statements of Cash Flows

Three Months Ended March 31, 2023 and 2022

(In thousands)thousands except per share data)

(Unaudited)

Six months ended

June 30, 

    

2022

    

2021

Operating Activities

Net income

$

4,048

$

4,093

Items not requiring (providing) cash

Accretion of premiums and discounts on securities, net

255

187

Amortization of intangible asset

75

75

Depreciation and amortization

 

523

 

576

Expense related to share based compensation plans

 

832

 

206

Provision (Credit) for loan losses

(985)

(455)

Increase in value of bank-owned life insurance

 

(84)

 

(225)

Gain on sale of loans

 

(27)

 

(164)

Proceeds from sale of loans held for sale

1,017

7,923

Originations of loans held for sale

(990)

(7,759)

Gain on sale or write down of foreclosed assets

24

(75)

Amortization of debt instrument costs

 

30

 

30

Net change in accrued interest receivable and other assets

(1,467)

(829)

Net change in accrued expenses and other liabilities

 

(882)

 

(133)

Net cash provided by operating activities

 

2,369

 

3,450

Investing Activities

Securities available for sale:

Maturities, prepayments and calls

4,540

12,305

Purchases

(67,360)

0

Proceeds from sale of available-for-sale securities

0

0

Net change in loans

(13,012)

(15,198)

(Purchase) redemption of Federal Home Loan Bank Stock

0

280

Purchases of premises and equipment

(360)

(460)

Proceeds from sale of foreclosed and fixed assets

162

456

Net cash used in investing activities

(76,030)

(2,617)

See Notes to Condensed Consolidated Financial Statements

8

Table of Contents

United Bancorp, Inc.

Condensed Consolidated Statements of Cash Flows (continued)

(In thousands)

(Unaudited)

Six months ended

    

2023

    

2022

Operating Activities

Net income

$

1,888

$

1,751

Items not requiring (providing) cash

Depreciation and amortization

246

262

Amortization of intangible asset

37

37

Premium amortization on securities

 

136

 

126

Provision for credit loss expense

 

 

(500)

Gain on sale of loans

 

 

(12)

Expense related to share based compensation programs

445

747

(Increase) decrease in value of bank-owned life insurance

(113)

189

Originations of loans held for sale

(900)

Proceeds from sale of loans held for sale

912

Amortization of debt instrument costs

 

15

 

15

Net change in accrued interest receivable and other assets

(1,590)

(2,463)

Net change in accrued expenses and other liabilities

 

(223)

 

4,857

June 30, 

Net cash provided by operating activities

 

841

 

5,021

Investing Activities

Purchase of available-for-sale securities

(14,733)

(26,153)

Proceeds from calls/redemptions of available-for-sale securities

195

3,035

Net change in loans

(2,325)

(7,908)

Purchase of FHLB Stock

(3,149)

Redemption of FHLB Stock

1,692

Proceeds from sales of foreclosed assets held for sale

156

Purchases of premises and equipment

(286)

(245)

Net cash (used in) investing activities

(18,606)

(31,115)

    

2022

    

2021

Financing Activities

Net change in deposits

$

2,172

$

24,615

3,452

7,358

Net change in securities sold under repurchase agreements

 

8,775

 

11,622

 

12,403

 

7,050

Net change in Federal Home Loan Bank advances

 

75,000

 

Repurchase of common stock

(768)

(733)

(767)

Cash dividends paid on common stock

(2,726)

(2,313)

Cash dividends paid

(1,848)

(1,783)

 

 

Net cash provided by financing activities

 

7,453

 

33,924

 

88,274

 

11,858

(Decrease) Increase in Cash and Cash Equivalents

 

(66,208)

 

34,757

Increase (Decrease) in Cash and Cash Equivalents

 

70,509

 

(14,236)

Cash and Cash Equivalents, Beginning of Period

 

82,999

 

51,592

30,080

82,999

Cash and Cash Equivalents, End of Period

$

16,791

$

86,349

$

100,589

$

68,763

Supplemental Cash Flows Information

 

 

Federal income taxes paid

$

$

Interest paid on deposits and borrowings

$

990

$

1,442

$

1,286

$

257

Federal income taxes paid

$

300

$

200

Supplemental Disclosure of Non-Cash Investing and Financing Activities

 

 

Transfers from loans to foreclosed assets held for sale

$

$

70

See Notes to Condensed Consolidated Financial Statements

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United Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)Three Months Ended March 31, 2023 and 2022

(In thousands)

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 June 30, 2022,March 31, 2023, 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, 20212022 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 and six months ended June 30,2022,March 31,2023, 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, 20212022 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, Unified Bank of Martins Ferry, Ohio (“the 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, Jefferson and Tuscarawas Counties in Ohio and Marshall and Ohio Counties in West Virginia and the surrounding localities in northeastern, east-central and southeastern Ohio and include a wide range of individuals, businesses and other organizations. Unified Bank conducts its business through its main office in Martins Ferry, Ohio and branches in Amesville, Bridgeport, Colerain, Dellroy, Dillonvale, Dover, Glouster, Jewett, Lancaster Downtown, Lancaster East, Nelsonville, New Philadelphia, Powhatan Point, St. Clairsville East, St. Clairsville West, Sherrodsville, Strasburg, and Tiltonsville, Ohio and Moundsville West Virginia.

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.

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.

Revenue Recognition

Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (“ASC 606”), establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts to provide goods or services to customers. The core principle requires an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration that it expects to be entitled to receive in exchange for those goods or services recognized as performance obligations are satisfied.

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United Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

The majority of the Company’s revenue-generating transactions are not subject to ASC 606, including revenue generated from financial instruments, such as our loans, investment securities, as well as revenue related to our mortgage banking activities, as these activities are subject to other GAAP discussed elsewhere within ourthe Company’s disclosures.

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United Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

Three Months Ended March 31, 2023 and 2022

(In thousands)

Descriptions of ourthe Company’s revenue-generating activities that are within the scope of ASC 606, which are presented in the income statements as components of non-interest income are as follows:

Service charges on deposit accounts - these represent general service fees for monthly account maintenance and activity- or transaction-based fees and consist of transaction-based revenue, time-based revenue (service period), item-based revenue or some other individual attribute-based revenue. Revenue is recognized when ourthe performance obligation is completed which is generally monthly for account maintenance services or when a transaction has been completed (such as a wire transfer). Payment for such performance obligations are generally received at the time the performance obligations are satisfied.

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.

Investment Securities

Management determines the appropriate classification of debt securities at the time of purchase and re-evaluates such designation as of each balance sheet date.

Investment securities classified as available for sale are those securities that the Company intends to hold for an indefinite period of time but not necessarily to maturity. Securities available for sale are carried at fair value. Any decision to sell a security classified as available for sale would be based on various factors, including significant movements in interest rates, changes in the maturity mix of the Company’s assets and liabilities, liquidity needs, regulatory capital considerations, and other similar factors. Unrealized gains or losses are reported as increases or decreases in other comprehensive income (loss), net of the deferred tax effect. Realized gains or losses, determined on the basis of the cost of the specific securities sold, are included in earnings. Premiums and discounts are recognized in interest income using the interest method over the terms of the securities.

Allowance for Credit Losses – Available for Sale Securities

The Company measures expected credit losses on available-for-sale debt securities when the Company does not intend to sell, or when it is not more likely than not that it will be required to sell, the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through income. For available-for-sale debt securities that do not meet the aforementioned criteria, the Company evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, the Company considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security, among other factors. If this evaluation indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded for the credit loss, equal to the amount that the fair value is less than the amortized cost basis. Economic forecast data is utilized to calculate the present value of expected cash flows. The Company utilizes independent firms to evaluate the Company’s State and Municipal Obligations and Subordinated Notes to measure any expected credit losses. Any impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive income.

The allowance for credit losses on available-for-sale debt securities is included within investment securities available-for-sale on the consolidated balance sheet. Changes in the allowance for credit losses are recorded within provision for credit losses on the consolidated statement of income. Losses are charged against the allowance when the Company believes the collectability of an available-for-sale security is in jeopardy or when either of the criteria regarding intent or requirement to sell is met.

9

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United Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

Three Months Ended March 31, 2023 and 2022

(In thousands)

Accrued interest receivable on available-for-sale debt securities totaled $2.3 million at March 31, 2023 and is included within the line item accrued interest receivable on the balance sheet] on the consolidated balance sheet. This amount is excluded from the estimate of expected credit losses. Available-for-sale debt securities are typically classified as nonaccrual when the contractual payment of principal or interest has become 90 days past due or management has serious doubts about the further collectability of principal or interest. When available-for-sale debt securities are placed on nonaccrual status, unpaid interest credited to income is reversed.

Loans

Loans receivable that management has the intent and ability to hold for the foreseeable future or until maturity or payoffspayoff are reportedstated at their outstanding unpaid principal balances, adjusted for unearned income, charge-offs, thenet of an allowance for loan losses and any unamortized deferred fees or costs costs. Accrued interest receivable totaled $1.2 million at March 31, 2023 and was reported in the line item accrued interest receivable on originated loansthe Consolidated Balance Sheets and unamortized premiums or discounts on purchased loans.

For loans amortized at cost, interestis excluded from the estimate of credit losses. 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 amortizedrecognized as a levelan adjustment of the yield adjustment(interest income) of the related loans. The Company is amortizing these amounts over the respective termcontractual life of the loan. Premiums and discounts on purchased loans are amortized as adjustments to interest income using the effective yield method.

The loans receivable portfolio is segmented into commercial and industrial, which are typically utilized for general business purposes and commercial real estate, which are collaterized by real estate. Homogenouse loans consisting similar products that are smaller in amount and distributed over a large number of individual borrowers include residential real estate and consumer loans.

For all loan classes of loans receivable, the accrual of interest is discontinued atwhen the time the loan iscontractual payment of principal or interest has become 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 collectionmanagement has serious doubts about further collectability of principal or interest, even though the loan is considered doubtful.currently performing. A loan may remain on accrual status if it is in the process of collection and is either guaranteed or well secured. When a loan is placed on nonaccrual status, unpaid interest credited to income in the current year is reversed and unpaid interest accrued in prior years is charged against the allowance for loan losses. Interest generally is either applied against principal or reported as interest income on a cash basis, according to management’s judgment as to the collectability of principal. Generally, loans are restored to accrual status when the obligation is brought current, has performed in accordance with the contractual terms for a reasonable period of time (generally six months), and the ultimate collectability of the total contractual principal and interest is no longer in doubt. The past-due status of all classes of loans receivable is determined based on contractual due dates for loan payments.

Management’s general practiceAllowance for Credit Losses - Loans

The allowance for credit losses (“ACL”) is a valuation reserve established and maintained by charges against income and is deducted from the amortized cost basis of loans to proactively charge downpresent the net amount expected to be collected on the loans. Loans, or portions thereof, are charged off against the ACL when they are deemed uncollectible. Expected recoveries do not exceed the aggregate of amounts previously charged-off and expected to be charged-off.

The ACL is an estimate of expected credit losses, measured over the contractual life of a loan, that considers our historical loss experience, current conditions and forecasts of future economic conditions. Determination of an appropriate ACL is inherently subjective and may have significant changes from period to period.

The methodology for determining the ACL has two main components: evaluation of expected credit losses for certain groups of homogeneous loans that share similar risk characteristics and evaluation of loans that do not share risk characteristics with other loans.

The allowance for credit losses is measured on a collective (pool) basis when similar risk characteristics exist. The Company uses the call report classification as its segment breakout and measures the allowance for credit losses using the Weighted Average Remaining Maturity method for all loan segments.

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United Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

Three Months Ended March 31, 2023 and 2022

(In thousands)

Historical credit loss experience is the basis for the estimation of expected credit losses. We apply historical loss rates to pools of loans with similar risk characteristics. After consideration of the historic loss calculation, management applies qualitative adjustments to reflect the current conditions and reasonable and supportable forecasts not already reflected in the historical loss information at the balance sheet date. Our reasonable and supportable forecast adjustment is based on a 2 year unemployment forecast provided by Bloomberg and management judgment. For periods beyond our reasonable and supportable forecast, we revert back to historical annual loss rates for the remainder of the life of each pool after the forecast period. The qualitative adjustments for current conditions are based upon current level of inflation, changes in lending policies and practices, experience and ability of lending staff, quality of the Company’s loan review system, value of underlying collateral, the existence of and changes in concentrations and other external factors. These modified historical loss rates are multiplied by the outstanding principal balance of each loan to calculate a required reserve.

The Company has elected to exclude accrued interest receivable from the measurement of its ACL. When a loan is placed on non-accrual status, any outstanding accrued interest is reversed against interest income.

The ACL for individual loans begins with the use of normal credit review procedures to identify whether a loan no longer shares similar risk characteristics with other pooled loans and therefore, should be individually evaluatedassessed. We evaluate all commercial and industrial loans and residential and installment loans greater f215than $100,000 that meet the following criteria: 1) when it is determined that foreclosure is probable, 2) substandard, doubtful and nonperforming loans when repayment is expected to be provided substantially through the operation or sale of the collateral, 3) when it is determined by management that a loan does not share similar risk characteristics with other loans. Specific reserves are established based on the following three acceptable methods for impairment tomeasuring the ACL: 1) the present value of expected future cash flows discounted at the loan’s original effective interest rate; 2) the loan’s observable market price; or 3) the fair value of the underlying collateral. Consistent with regulatory guidance, charge-offscollateral when the loan is collateral dependent. Our individual loan evaluations consist primarily of the fair value of collateral method because most of our loans are collateral dependent. Collateral values are discounted to consider disposition costs when appropriate. A specific reserve is established or a charge-off is taken if the fair value of the loan is less than the loan balance.

January 1, 2023

Loan Categories (in thousands)

    

Pre-adoption

    

Adoption Impact

    

As Reported

Commercial and Industrial

$

215

$

755

$

970

Commercial Real Estate

 

815

 

388

 

1,203

Residential Real Estate

 

816

 

1,379

 

2,195

Consumer

 

206

 

(103)

 

103

$

2,052

$

2,419

$

4,471

Allowance for Credit Losses on all loan segments are taken when specific loans, or portions thereof, are considered uncollectible. Off-Balance Sheet Credit Exposures

The Company’s policy is to promptly charge these loans offCompany estimates expected credit losses over the contractual period in the period the uncollectible loss is reasonably determined.

For all loan portfolio segments except residential and consumer loans,which the Company promptly charges-off loans, or portions thereof, when available information confirmsis exposed to credit risk via a contractual obligation to extend credit, unless that specific loans are uncollectible basedobligation is unconditionally cancellable by the Company. The allowance for credit losses on information thatoff-balance sheet credit exposures is adjusted through credit loss expense. The estimate includes but is not limited to, (1) the deteriorating financial conditionconsideration of the borrower, (2) declining collateral values, and/or (3) legal action, including bankruptcy,likelihood that impairs the borrower’s ability to adequately meet its obligations. For impaired loans that are consideredfunding will occur and an estimate of expected credit losses on commitments expected 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.funded over its estimated life.

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United Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)Three Months Ended March 31, 2023 and 2022

(In thousands)

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.

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 five years. Management believes the five 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.

12

Table of Contents

United Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

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.

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.

13

Table of Contents

United Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

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 are not deemed outstanding for earnings per share calculations.

Earnings per share (EPS) were computed as follows:

Three Months Ended June 30, 2022

Three Months Ended March 31, 2023

Weighted-

Per 

Weighted-

Per 

Net

Average 

Share

Net

Average 

Share

    

Income

    

Shares

    

 Amount

    

Income

    

Shares

    

 Amount

 

(In thousands)

 

(In thousands)

Net income

$

2,297

 

 

$

1,888

 

 

Less allocated earnings on non-vested restricted stock

 

(40)

 

 

 

(2)

 

 

Less allocated dividends on non-vested restricted stock

(23)

(81)

Net income allocated to common stockholders

2,234

1,805

5,484,701

5,484,610

Basic and diluted earnings per share

 

  

 

$

0.40

 

  

 

$

0.33

Three Months Ended June 30, 2021

Weighted-

 

Net

Average 

Per Share

    

Income

    

Shares

    

 Amount

 

(In thousands)

Net income

$

2,185

Less allocated earnings on non-vested restricted stock

 

(73)

 

Less dividends on non-vested restricted stock

(46)

Net income allocated to common stockholders

2,066

5,478,583

Basic and diluted earnings per share

 

 

$

0.38

Six Months Ended June 30, 2022

Weighted-

Per 

Net

Average 

Share

    

Income

    

Shares

    

 Amount

 

(In thousands)

Net income

$

4,048

Less allocated earnings on non-vested restricted stock

 

(121)

 

Less allocated dividends on non-vested restricted stock

(107)

Net income allocated to common stockholders

3,820

5,483,282

Basic and diluted earnings per share

 

 

$

0.70

14

Table of Contents

United Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Six Months Ended June 30, 2021

Three Months Ended March 31, 2022

Weighted-

Weighted-

 

Average 

Per Share

Net

Average 

Per Share

    

Net Income

    

Shares

    

 Amount

    

Income

    

Shares

    

 Amount

 

(In thousands)

 

(In thousands)

Net income

$

4,093

$

1,751

Less allocated earnings on non-vested restricted stock

 

(98)

 

 

 

Less dividends on non-vested restricted stock

(124)

Less allocated dividends on non-vested restricted stock

(79)

Net income allocated to common stockholders

3,871

1,672

5,475,273

5,457,403

Basic and diluted earnings per share

 

 

$

0.71

 

 

$

0.30

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 2018.2019.

Recent Accounting Pronouncements Adopted in 2023

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-CreditInstruments – Credit Losses (Topic 326) -: Measurement of Credit Losses on Financial Instruments.”Instruments” The provisions ofand subsequent related updates. This ASU 2016-13 were issuedreplaces the incurred loss methodology for recognizing credit losses and requires businesses and other organizations to provide financial statement users with more decision-useful information aboutmeasure the current expected credit losses (CECL) on financial instruments that are not accounted for at fair value through net income, including loans held for investment, held-to-maturity debt securities, trade and other receivables, net investment in leases and other commitments to extend credit held by a reporting entity at each reporting date. ASU 2016-13 requires that financial assets measured at amortized cost, be presented at theincluding loans and held-to-maturity securities, net amount expected to be collected, through an allowance forinvestments in leases, off-balance sheet credit losses that is deducted from the amortized cost basis. The amendments in ASU 2016-13 eliminate the probable incurred loss recognition in current GAAPexposures such as unfunded commitments, and reflect an entity’s current estimate of all expected credit losses. The measurement of expected credit losses is based upon historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of theother financial assets.

For purchased financial assets with a more-than-insignificant amount of credit deterioration since origination (“PCD assets”) that are measured at amortized cost, the initial allowance for credit losses is added to the purchase price rather than being reported as a credit loss expense. Subsequent changes in the allowance forinstruments. In addition, ASC 326 requires credit losses on PCD assets are recognized through the statement of income as a credit loss expense.

Credit losses relating to available-for-sale debt securities willto be recorded throughpresented as an allowance for credit losses rather than as a direct write-down when management does not intend to sell or believes that it is not more likely than not they will be required to sell. This guidance became effective on January 1, 2023 for the security.

On October 16, 2019, FASB approved a final ASU delaying the effective date of ASU 2016-13Company. The results reported for small reporting companies to interim and annual periods beginning after December 15, 2022. The Company is currently evaluating the impact of these amendmentsJanuary 1, 2023 are presented under ASC 326 while prior period amounts continue to the Company’s financial position and results of operations and currently does not know or cannot reasonably quantify the impact of the adoption of the amendments as a result of the complexity and extensive changes from the amendments. The Allowance for Loan Losses (ALL) estimate is material to the Company and given the change from an incurred loss model to a methodology that considers the credit loss over the life of the loan, there is the potential for an increasebe reported in the ALL at adoption date. The Company is anticipating a significant change in the processes and procedures to calculate the ALL, including changes in assumptions and estimates to consider expected credit losses over the life of the loan versus the currentaccordance with previously applicable accounting practice that utilizes the incurred loss model. In addition, the current accounting policy and procedures for the other-than-temporary impairment on available-for-sale securities will be replaced with an allowance approach. It is anticipated the Company will use the Weighted-Average Remaining Maturity (WARM) method upon of ASU No. 2016-13. The Company continues to run projections and review segmentation to ensure it is fully compliant with the amendments at adoption date.  For additional information on the allowance for loan losses, see Note 3.standards.

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United Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)Three Months Ended March 31, 2023 and 2022

(In thousands)

The Company adopted this guidance, and subsequent related updates, using the modified retrospective approach for all financial assets measured at amortized cost, including loans and available-for-sale debt securities and unfunded commitments. On January 1, 2023, the Company recorded a cumulative effect decrease to retained earnings of $2,088,000, net of tax, of which $1,911,000 related to loans, $177,000 related to unfunded commitments.

The Company adopted the provisions of ASC 326 related to presenting other-than-temporary impairment on available-for-sale debt securities prior to January 1, 2023 using the prospective transition approach, though no such charges had been recorded on the securities held by the Company as of the date of adoption. The Company did not change the segmentation from the incurred loss method upon adoption of ASC 326.

In January 2023, the Company adopted ASU 2022-02, “Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures” (“ASU 2022-02”), which eliminated the accounting guidance for troubled debt restructurings (“TDRs”) while enhancing disclosure requirements for certain loan refinancing and restructurings by creditors when a borrower is experiencing financial difficulty. This guidance was applied on a prospective basis. Upon adoption of this guidance, the Company no longer establishes a specific reserve for modifications to borrowers experiencing financial difficulty. Instead, these modifications are included in their historical loss rate which is applied to the current loan balance to arrive at the quantitative baseline portion of the Allowance for Credit Losses.

Note 2:         Securities

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

Gross

Gross

    

Gross

    

Gross

    

Allowance

Unrealized

Unrealized

Unrealized

Unrealized

for Credit

    

Amortized  Cost

    

Gains

    

Losses

    

Fair Value

    

Amortized Cost

    

Gains

    

Losses

Losses

    

Fair Value

(In thousands)

(In thousands)

Available-for-sale Securities:

June 30, 2022:

 

  

 

  

 

  

 

  

March 31, 2023:

 

  

 

  

 

  

 

  

U.S. government agencies

$

30,000

$

0

$

(179)

$

29,821

$

45,000

$

$

(804)

$

$

44,196

Subordinated notes

31,250

0

(1,564)

29,686

31,115

(2,918)

28,197

State and municipal obligations

 

136,684

518

 

(6,534)

 

130,668

 

166,894

1,001

 

(6,229)

 

161,666

Total debt securities

$

197,934

$

518

$

(8,277)

$

190,175

$

243,009

$

1,001

$

(9,951)

$

$

234,059

Gross

Gross

    

Gross

    

Gross

Unrealized

Unrealized

Unrealized

Unrealized

    

Amortized Cost

    

Gains

    

Losses

    

Fair Value

    

Amortized Cost

    

Gains

    

Losses

    

Fair Value

(In thousands)

(In thousands)

Available-for-sale Securities:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

December 31, 2021:

 

  

 

  

 

  

 

  

December 31, 2022:

 

  

 

  

 

  

 

  

U.S. government agencies

$

45,000

$

$

(968)

$

44,032

Subordinated notes

$

28,837

$

76

$

(148)

$

28,765

31,160

(3,066)

28,094

State and municipal obligations

106,533

11,015

117,548

152,447

459

(7,408)

145,498

Total debt securities

$

135,370

$

11,091

$

(148)

$

146,313

$

228,607

$

459

$

(11,442)

$

217,624

The amortized cost and fair value of available-for-sale securities at June 30, 2022, 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

Fair 

    

Cost

    

Value

(In thousands)

Within one year

$

340

$

342

One to five years

 

30,677

 

30,363

Five to ten year

 

33,507

 

31,842

Due after ten years

 

133,410

 

127,628

Totals

$

197,934

$

190,175

The carrying value of securities pledged to secure public deposits and for other purposes, was $60.7 million and $64.4 million at June 30, 2022 and December 31, 2021, 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 December 31, 2021, was $14.2 million which represented approximately 10% of the Company’s available-for-sale investment portfolio. The total fair value of these investments at June 30, 2022, was $146.0 million which represented approximately 77% of the Company’s available-for-sale investment portfolio.

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.

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.

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United Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)Three Months Ended March 31, 2023 and 2022

(In thousands)

The amortized cost and fair value of available-for-sale securities at March 31, 2023, 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.

Amortized

Fair 

    

Cost

    

Value

(In thousands)

Under 1 year

$

$

One to five years

 

45,637

 

44,658

Five to ten years

 

33,406

 

30,616

Over ten years

 

163,966

 

158,785

Totals

$

243,009

$

234,059

The carrying value of securities pledged as collateral, to secure public deposits and for other purposes, was $69.3 million and $68.7 million at March 31, 2023 and December 31, 2022, respectively.

Certain investments in debt securities are reported in the consolidated financial statements at an amount less than their historical cost. The total fair value of these investments at March 31, 2023 was $157.4 million, which represented 67% of the Company’s available-for-sale investment portfolio. The total fair value of these investments at December 31, 2022 was $166.1 million, which represented less than 76% of the Company’s available-for-sale.

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 of an increase in longer term interest rates.

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 June 30, 2022 and DecemberMarch 31, 2021:2023:

June 30, 2022

March 31, 2023

Less than 12 Months

12 Months or More

Total

Less than 12 Months

12 Months or More

Total

Description of

Unrealized

Unrealized

Unrealized

Unrealized

Unrealized

Unrealized

Securities

    

Fair Value

    

Losses

    

Fair Value

    

Losses

    

Fair Value

    

Losses

    

Fair Value

    

Losses

    

Fair Value

    

Losses

    

Fair Value

    

Losses

 

(In thousands)

 

(In thousands)

US government agencies

$

29,820

$

(179)

$

0

$

0

$

29,820

$

(179)

U.S. Government agencies

$

44,196

$

(804)

$

$

$

44,196

$

(804)

State and municipal obligations

60,494

(1,032)

31,115

(5,197)

91,609

(6,229)

Subordinated notes

$

27,186

$

(1,564)

$

0

$

0

$

27,186

$

(1,564)

4,110

(390)

17,509

(2,528)

21,619

(2,918)

State and municipal obligations

$

88,993

$

(6,534)

$

0

$

0

$

88,993

$

(6,534)

Total temporarily impaired securities

$

145,999

$

(8,277)

$

0

$

0

$

145,999

$

(8,277)

$

108,800

$

(2,226)

$

48,624

$

(7,725)

$

157,424

$

(9,951)

December 31, 2021

December 31, 2022

Less than 12 Months

12 Months or More

Total

Less than 12 Months

12 Months or More

Total

Description of

Unrealized

Unrealized

Unrealized

Unrealized

Unrealized

Unrealized

Securities

    

Fair Value

    

Losses

    

Fair Value

    

Losses

    

Fair Value

    

Losses

    

Fair Value

    

Losses

    

Fair Value

    

Losses

    

Fair Value

    

Losses

 

(In thousands)

 

(In thousands)

US government agencies

$

0

$

0

$

0

$

0

$

0

$

0

$

44,032

$

(968)

$

$

$

44,032

$

(968)

Subordinated notes

$

14,204

$

(148)

$

0

$

0

$

14,204

$

(148)

11,185

(1,565)

10,300

(1,501)

21,485

(3,066)

State and municipal obligations

$

0

$

0

$

0

$

0

$

0

$

0

100,599

(7,408)

100,599

(7,408)

Total temporarily impaired securities

$

14,204

$

(148)

$

0

$

0

$

14,204

$

(148)

$

155,816

$

(9,941)

$

10,300

$

(1,501)

$

166,116

$

(11,442)

The unrealized losses on the Company’s 198 investments in available for sale securities 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,basis, which may be maturity, the Company does not consider those investments to be other-than-temporarily impaired at June 30,March 31, 2023.

14

Table of Contents

United Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

Three Months Ended March 31, 2023 and 2022

(In thousands)

There were no sales of investment securities for the three months ended March 31, 2023 and December 31, 2021.2022.

Note 3:      Loans and Allowance for LoanCredit Losses

Categories of loans include:

June 30, 

December 31, 

March 31, 

December 31, 

    

2022

    

2021

    

2023

    

2022

(In thousands)

(In thousands)

Commercial loans

$

90,891

$

90,892

Commercial and Industrial

$

88,520

$

90,548

Commercial real estate

 

274,628

 

266,777

 

275,442

 

270,312

Residential real estate

 

95,591

 

90,132

 

93,386

 

94,012

Installment loans

 

6,279

 

6,571

Consumer loans

 

6,340

 

6,003

Total gross loans

 

467,389

 

454,372

 

463,688

 

460,875

Less allowance for loan losses

 

(2,653)

 

(3,673)

Less allowance for credit losses

 

(4,452)

 

(2,052)

Total loans

$

464,736

$

450,699

$

459,236

$

458,823

17

Table of Contents

United Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

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

Commercial and Industrial, and Commercial Real Estate

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.

Residential Real Estate and InstallmentConsumer

Residential real estate and installmentconsumer 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 installmentconsumer 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.

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Table of Contents

United Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Allowance for Loan LossesThree Months Ended March 31, 2023 and Recorded Investment in Loans2022

As of and for the three and six month periods ended June 30, 2022(In thousands)

Commercial

    

Commercial

    

Real Estate

    

Residential

    

Installment

    

Total

Allowance for loan losses:

Balance, April 1, 2022

$

648

$

1,289

$

959

$

278

$

3,174

Provision (credit) charged to expense

(151)

(70)

(145)

(119)

(485)

Losses charged off

(39)

(39)

Recoveries

3

3

Balance, June 30, 2022

$

497

$

1,219

$

814

$

123

$

2,653

Balance, January 1, 2022

$

1,046

$

1,235

$

1,121

$

271

$

3,673

Provision (credit) charged to expense

(571)

(16)

(307)

(91)

(985)

Losses charged off

(74)

(74)

Recoveries

22

17

39

Balance, June 30, 2022

$

497

$

1,219

$

814

$

123

$

2,653

Allocation:

Ending balance: individually evaluated for impairment

$

$

415

$

$

$

415

Ending balance: collectively evaluated for impairment

$

497

$

804

$

814

$

123

$

2,238

Loans:

Ending balance: individually evaluated for impairment

$

$

3,803

$

$

$

3,803

Ending balance: collectively evaluated for impairment

$

90,891

$

270,825

$

95,591

$

6,279

$

463,586

19

Table of Contents

United Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Commercial

    

Commercial

    

Real Estate

    

Residential

    

Installment

    

Total

(In thousands)

Allowance for credit losses:

Balance, beginning of period

$

215

$

815

$

816

$

206

$

2,052

Impact of adopting ASC 326

755

388

1,379

(103)

2,419

Provision for credit loss expense

15

(1)

(39)

25

Losses charged off

(29)

(29)

Recoveries

5

5

10

Balance, end of period

$

990

$

1,202

$

2,156

$

104

$

4,452

Ending balance: individually evaluated for credit losses

$

$

$

$

$

Ending balance: collectively evaluated for credit losses

$

990

$

1,202

$

2,156

$

104

$

4,452

Loans:

Ending balance: individually evaluated for credit losses

$

14

$

9

$

$

$

23

Ending balance: collectively evaluated for credit losses

$

88,506

$

275,433

$

93,386

$

6,340

$

463,665

Allowance for Loan Losses and Recorded Investment in Loans

As of and for the three and six month periodsperiod ended June 30, 2021March 31, 2022

Commercial

Commercial

    

Commercial

    

Real Estate

    

Residential

Installment

    

Total

    

Commercial

    

Real Estate

    

Residential

    

Installment

    

Total

(In thousands)

Allowance for loan losses:

Balance, April 1, 2021

$

1,221

$

1,820

$

1,381

$

385

$

4,807

Balance, beginning of period

$

1,046

$

1,235

$

1,121

$

271

$

3,673

Provision charged to expense

(81)

(110)

(24)

(35)

(250)

(420)

54

(162)

28

(500)

Losses charged off

(9)

(20)

(29)

(35)

(35)

Recoveries

5

9

14

22

14

36

Balance, June 30, 2021

$

1,140

$

1,710

$

1,353

$

339

$

4,542

Balance, January 1, 2021

$

1,397

$

1,821

$

1,471

$

424

$

5,113

Provision charged to expense

(179)

(111)

(99)

(66)

(455)

Losses charged off

(78)

(26)

(38)

(142)

Recoveries

7

19

26

Balance, June 30, 2021

$

1,140

$

1,710

$

1,353

$

339

$

4,542

Allocation:

Balance, end of period

$

648

$

1,289

$

959

$

278

$

3,174

Ending balance: individually evaluated for impairment

$

$

85

$

$

$

85

$

$

232

$

$

$

232

Ending balance: collectively evaluated for impairment

$

1,140

$

1,625

$

1,353

$

339

$

4,457

$

648

$

1,057

$

959

$

278

$

2,942

Loans:

Ending balance: individually evaluated for impairment

$

$

2,591

$

113

$

$

2,704

$

$

3,799

$

$

$

3,799

Ending balance: collectively evaluated for impairment

$

99,370

$

260,721

$

88,734

$

7,138

$

455,963

$

91,371

$

267,924

$

92,768

$

6,431

$

458,494

Allowance for Loan Losses and Recorded Investment in Loans

As of December 31, 20212022

Commercial

    

Commercial

    

Real Estate

    

Residential

    

Installment

    

Total

(In thousands)

Allowance for loan losses:

Ending balance: individually evaluated for impairment

$

$

230

$

––

$

––

$

230

Ending balance: collectively evaluated for impairment

$

1,046

$

1,005

$

1,121

$

271

$

3,443

Loans:

 

  

 

 

  

 

  

 

  

Ending balance: individually evaluated for impairment

$

$

3,933

$

$

$

3,933

Ending balance: collectively evaluated for impairment

$

90,892

$

262,844

$

90,132

$

6,571

$

450,439

2016

Table of Contents

United Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)Three Months Ended March 31, 2023 and 2022

(In thousands)

Commercial

    

Commercial

    

Real Estate

    

Residential

    

Installment

    

Total

(In thousands)

Allowance for loan losses:

Ending balance: individually evaluated for impairment

$

$

$

––

$

––

$

Ending balance: collectively evaluated for impairment

$

215

$

815

$

816

$

206

$

2,052

Loans:

 

  

 

 

  

 

  

 

  

Ending balance: individually evaluated for impairment

$

$

57

$

$

$

Ending balance: collectively evaluated for impairment

$

90,548

$

270,255

$

94,012

$

6,003

$

460,875

The following tables show the portfolio quality indicators.

June 30, 2022

Commercial

Loan Class

    

Commercial

    

Real Estate

    

Residential

    

Installment

    

Total

(In thousands)

Pass Grade

$

90,891

$

262,897

$

95,591

$

6,279

$

455,658

Special Mention

 

 

4,108

 

 

 

4,108

Substandard

 

 

7,623

 

 

 

7,623

Doubtful

 

 

 

 

 

$

90,891

$

274,628

$

95,591

$

6,279

$

467,389

Based on the most recent analysis performed, the following table presents the recorded investment in non-homogeneous loans by internal risk rating system as of March 31, 2023 (in thousands):

December 31, 2021

    

    

    

    

    

    

    

    

    

    

    

Revolving

    

Revolving

    

Commercial

Loans

Loans

Loan Class

    

Commercial

    

Real Estate

    

Residential

    

Installment

    

Total

(In thousands)

 

 

Amortized

Converted

Pass Grade

$

90,892

$

254,760

$

90,132

$

6,571

$

442,355

March 31, 2023

 

2023

 

2022

 

2021

 

2020

 

2019

 

Prior

 

Cost Basis

 

to Term

 

Total

Commercial and industrial

Risk Rating

Pass

$

4,028

$

17,838

$

16,799

$

17,095

$

7,918

$

7,763

$

16,926

$

$

88,368

Special Mention

 

 

4,115

 

 

 

7,943

153

153

Substandard

 

 

7,902

 

 

 

4,074

Doubtful

 

 

 

 

 

Total

$

4,028

$

17,838

$

16,799

$

17,095

$

7,918

$

7,763

$

17,079

$

$

88,520

$

90,892

$

266,777

$

90,132

$

6,571

$

454,372

Commercial and industrial

Current period gross charge-offs

$

$

$

$

$

$

$

$

$

Commercial real estate

Risk Rating

Pass

$

2,060

$

31,555

$

50,086

$

26,185

$

28,354

$

69,083

$

63,791

$

$

271,115

Special Mention

2,098

1,930

245

4,273

Substandard

53

53

Doubtful

Total

$

2,060

$

31,555

$

50,086

$

28,284

$

28,354

$

71,066

$

64,037

$

$

275,442

Commercial real estate

 

 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Current period gross charge-offs

$

$

$

$

$

$

$

$

$

17

Table of Contents

United Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

Three Months Ended March 31, 2023 and 2022

(In thousands)

The Company monitors the credit risk profile by payment activity for residential and consumer loan classes. Loans past due 90 days or more and loans on nonaccrual status are considered nonperforming. Nonperforming loans are reviewed quarterly. The following table presents the amortized cost in residential and consumer loans based on payment activity:

    

    

    

    

    

    

    

    

    

    

    

Revolving

    

Revolving

    

    

Loans

Loans

 

 

Amortized

Converted

March 31, 2023

 

2023

 

2022

 

2021

 

2020

 

2019

 

Prior

 

Cost Basis

 

to Term

 

Total

Residential Real Estate

Payment Performance

Performing

$

2,866

$

19,741

$

17,838

$

20,856

$

6,313

$

25,307

$

239

$

$

93,160

Nonperforming

24

202

226

Total

$

2,866

$

19,741

$

17,838

$

20,856

$

6,337

$

25,509

$

239

$

$

93,386

Residential real estate

Current period gross charge-offs

$

$

$

$

$

$

$

$

$

Consumer

Payment Performance

Performing

$

759

$

1,902

$

973

$

605

$

439

$

1,289

$

373

$

$

6,340

Nonperforming

Total

$

759

$

1,902

$

973

$

605

$

439

$

1,289

$

373

$

$

6,340

Consumer

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Current period gross charge-offs

$

29

$

$

$

$

$

$

$

$

29

Total

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Payment Performance

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Performing

$

3,625

$

21,643

$

18,811

$

21,461

$

6,752

$

26,582

$

612

$

$

99,486

Nonperforming

24

216

240

Total

$

3,625

$

21,643

$

18,811

$

21,461

$

6,776

$

26,798

$

612

$

$

99,726

December 31, 2022

Commercial

Loan Class

    

Commercial

    

Real Estate

    

Residential

    

Installment

    

Total

(In thousands)

Pass Grade

$

90,548

$

262,472

$

94,012

$

6,003

$

453,035

Special Mention

 

 

4,066

 

 

 

4,066

Substandard

 

 

3,774

 

 

 

3,774

Doubtful

 

 

 

 

 

$

90,548

$

270,312

$

94,012

$

6,003

$

460,875

18

Table of Contents

United Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

Three Months Ended March 31, 2023 and 2022

(In thousands)

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,allowance for credit losses, 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.

The Company evaluates the loan risk grading system definitions and allowance for credit 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, 2023

30-59 Days

6089 Days

Greater

Past Due

Past Due

Than 90 Days 

Total Past

and

and

and

Due and

Total Loans

    

Accruing

    

Accruing

    

Accruing

    

Non Accrual

    

 Non Accrual

    

Current

    

Receivable

(In thousands)

Commercial

$

69

$

$

$

$

69

$

88,451

$

88,520

Commercial real estate

 

 

157

 

 

9

 

166

 

275,276

 

275,442

Residential

 

26

 

42

 

 

226

 

294

 

93,092

 

93,386

Installment

 

 

 

 

 

 

6,340

 

6,340

Total

$

95

$

199

$

$

235

$

529

$

463,159

$

463,688

2119

Table of Contents

United Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)Three Months Ended March 31, 2023 and 2022

(In thousands)

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 current and past year to date periods presented.

Loan Portfolio Aging Analysis

As of June 30, 2022

30-59 Days

6089 Days

Greater Than

Total Past

Past Due and

Past Due and

 90 Days and

Due and Non

Total Loans

    

Accruing

    

Accruing

    

Accruing

    

Non Accrual

    

 Accrual

    

Current

    

Receivable

(In thousands)

Commercial

$

83

$

0

$

0

$

0

$

83

$

90,808

$

90,891

Commercial real estate

 

160

 

57

 

0

 

3,803

 

4,020

 

270,608

 

274,628

Residential

 

123

 

2

 

0

 

194

 

319

 

95,272

 

95,591

Installment

 

1

 

0

 

0

 

0

 

1

 

6,278

 

6,279

Total

$

367

$

59

$

0

$

3,997

$

4,423

$

462,966

$

467,389

Loan Portfolio Aging Analysis

As of December 31, 20212022

3059 Days

6089 Days

Greater

3059 Days

6089 Days

Greater Than

Total Past

Past Due

Past Due

Than 90 Days 

Total Past

Past Due and

Past Due and

 90 Days and

Due and Non

Total Loans

and

and

and

Due and

Total Loans

    

Accruing

    

Accruing

    

Accruing

    

Non Accrual

    

 Accrual

    

Current

    

Receivable

    

Accruing

    

Accruing

    

Accruing

    

Non Accrual

    

Non Accrual

    

Current

    

Receivable

(In thousands)

(In thousands)

Commercial

$

63

$

0

$

0

$

0

$

63

$

90,829

$

90,892

$

126

$

$

$

$

126

$

90,422

$

90,548

Commercial real estate

 

220

 

0

 

0

 

3,818

 

4,038

 

262,739

 

266,777

 

158

 

 

 

9

 

167

 

270,145

 

270,312

Residential

 

22

 

0

 

0

 

391

 

413

 

89,719

 

90,132

 

102

 

24

 

 

173

 

299

 

93,713

 

94,012

Installment

 

40

 

0

 

0

 

0

 

40

 

6,531

 

6,571

 

15

 

 

 

 

15

 

5,988

 

6,003

Total

$

345

$

0

$

0

$

4,209

$

4,554

$

449,818

$

454,372

$

401

$

24

$

$

182

$

607

$

460,268

$

460,875

ANonperforming Loans

The following table present the amortized cost basis of loans on nonaccrual status and loans past due over 90 days still accruing interest as of March 31, 2023:

    

Loans Past

Due Over 90 Days

Total

Nonaccrual with no ACL

    

Nonaccrual with ACL

    

Total Nonaccrual

    

Still Accruing

    

Nonperforming

 

(In thousands)

Commercial

$

$

$

$

$

Commercial real estate

 

9

 

 

9

 

 

9

Residential

 

226

 

 

226

 

 

226

Installment

 

 

 

 

 

Total

$

235

$

$

235

$

$

235

The Company did not recognize interest income on nonaccrual loans during the theriod ended March 31, 2023.

Impaired Loans

For 2022, 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.

2220

Table of Contents

United Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)Three Months Ended March 31, 2023 and 2022

(In thousands)

Impaired Loans

As of

For the three months ended

For the six months ended

June 30, 2022

June 30, 2022

June 30, 2022

Average

Unpaid

Investment

Interest

Average

Interest

Recorded

Principal

Specific

 in Impaired

Income

Investment in

Income

    

Balance

    

Balance

    

Allowance

    

Loans

    

Recognized

    

Impaired Loans

    

Recognized

(In thousands)

Loans without a specific valuation allowance:

 

  

Commercial

$

$

$

$

$

$

$

Commercial real estate

 

2,840

 

2,840

 

 

2,844

 

 

2,841

 

20

Residential

 

 

 

 

 

 

 

Installment

 

 

 

 

 

 

 

 

2,840

 

2,840

 

 

2,844

 

 

2,841

 

20

Loans with a specific valuation allowance:

 

 

 

  

 

 

 

 

Commercial

 

 

 

 

 

 

 

Commercial real estate

 

963

 

963

 

415

 

983

 

 

983

 

Residential

 

 

 

 

 

 

 

––

Installment

 

––

 

––

 

––

 

––

 

 

 

963

963

415

983

983

Total:

 

 

 

 

 

 

 

Commercial

$

$

$

415

$

$

$

$

Commercial real estate

$

3,803

$

3,803

$

$

3,827

$

$

3,824

$

20

Residential

$

$

$

$

$

$

$

Installment

$

$

$

$

$

$

$

23

Table of Contents

United Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Impaired Loans

For the three months ended

For the six months ended

As of December 31, 2021

June 30, 2021

June 30, 2021

Three Months Ended

Average

As of December 31, 2022

March 31, 2022

Unpaid

Investment in

Interest

Average

Interest

Unpaid

Average

Interest

Recorded

Principal

Specific

Impaired

Income

Investment in

Income

Recorded

Principal

Specific

Investment in

Income

    

Balance

    

Balance

    

Allowance

    

 Loans

    

Recognized

    

Impaired Loans

    

Recognized

    

Balance

    

Balance

    

Allowance

    

Impaired Loans

    

Recognized

(In thousands)

(In thousands)

Loans without a specific valuation allowance:

 

  

 

  

 

  

 

  

Commercial

$

$

$

$

$

$

$

$

$

$

$

$

Commercial real estate

 

128

 

128

 

 

106

 

1

 

105

 

1

 

57

 

57

 

 

2,836

 

Residential

 

 

 

 

117

 

 

118

 

 

 

 

 

 

Installment

 

 

 

0

 

 

 

 

 

 

 

 

2,836

 

 

128

 

128

 

 

213

 

1

 

223

 

1

 

57

$

57

$

Loans with a specific valuation allowance:

 

 

 

 

 

 

 

 

 

 

  

 

 

Commercial

 

 

 

 

 

 

 

 

$

$

983

20

Commercial real estate

 

3,805

3,805

 

230

 

2,489

 

 

2,489

 

 

 

 

 

 

Real Estate

 

––

 

 

 

 

 

 

Residential

 

 

 

 

983

 

 

3,805

3,805

230

2,489

 

2,489

 

 

$

$

$

$

Total:

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

$

$

$

$

$

$

$

$

$

3,819

$

20

Commercial Real Estate

$

3,933

$

3,933

$

230

$

2,595

$

1

$

2,594

$

1

Real Estate

$

$

$

$

117

$

$

118

$

Commercial real estate

$

$

$

$

$

Residential

$

57

$

57

$

$

$

Installment

$

$

$

$

$

$

$

$

$

$

$

2,836

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

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. During the quarter ended March 31, 2023 there were no modifications to borrowers experiencing financial difficulty.

Three Months ended June 30, 2022

Pre- 

Post-

Modification

Modification

Outstanding

Outstanding

Number of

Recorded

Recorded

    

Contracts

    

Investment

    

Investment

(In thousands)

Commercial

 

0

$

0

$

0

Commercial real estate

 

 

 

Residential

 

 

 

Installment

 

 

 

Three Months Ended June 30, 2022

Interest

Total

    

Only

    

Term

    

Combination

    

Modification

(In thousands)

Commercial

$

0

$

0

$

0

$

0

Commercial real estate

 

 

 

 

Residential

 

 

 

 

Consumer

 

 

 

 

Three Months ended March 31, 2022

Pre- Modification

Post-Modification

Outstanding

Outstanding

Number of

Recorded

Recorded

    

 Contracts

    

Investment

    

Investment

(In thousands)

Commercial

 

$

$

Commercial real estate

 

1

 

49

 

49

Residential

 

 

 

Installment

 

 

 

2421

Table of Contents

United Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)Three Months Ended March 31, 2023 and 2022

(In thousands)

Six Months ended June 30, 2022

Pre- Modification

Post-Modification

Outstanding

Outstanding

Number of

Recorded

Recorded

    

Contracts

    

Investment

    

Investment

(In thousands)

Commercial

 

0

$

0

$

0

Commercial real estate

 

 

 

Residential

 

 

 

Installment

 

 

 

Six Months Ended June 30, 2022

Interest

Total

    

Only

    

Term

    

Combination

    

Modification

(In thousands)

Commercial

$

0

$

0

$

0

$

0

Commercial real estate

 

 

 

 

Residential

 

 

 

 

Consumer

 

 

 

 

Three Months ended June 30, 2021

Pre- Modification

Post-Modification

Outstanding

Outstanding

Number of

Recorded

Recorded

    

Contracts

    

Investment

    

Investment

(In thousands)

Commercial

 

0

$

0

$

0

Commercial real estate

 

 

 

Residential

 

 

 

Installment

 

 

 

Three Months Ended June 30, 2021

Interest

Total

    

Only

    

Term

    

Combination

    

Modification

(In thousands)

Commercial

$

0

$

0

$

0

$

0

Commercial real estate

 

 

 

 

Residential

 

 

 

 

Consumer

 

 

 

 

Six Months ended June 30, 2021

Pre- Modification

Post-Modification

Outstanding

Outstanding

Number of

Recorded

Recorded

    

 Contracts

    

Investment

    

Investment

(In thousands)

Commercial

 

0

$

0

$

0

Commercial real estate

 

 

 

Residential

 

 

 

Installment

 

 

 

25

Table of Contents

United Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Six Months Ended June 30, 2021

Three Months ended March 31, 2022

Interest

Total

Interest

Total

    

Only

    

Term

    

Combination

    

Modification

    

Only

    

Term

    

Combination

    

Modification

(In thousands)

(In thousands)

Commercial

$

0

$

0

$

0

$

0

$

$

$

$

Commercial real estate

 

 

 

 

 

 

49

 

 

49

Residential

 

 

 

 

 

 

 

 

Consumer

 

 

 

 

 

 

 

 

During the sixthree months ended June 30,March 31, 2023 and 2022, and 2021 troubled debt restructurings did not have an impact on the allowance for loan losses. At June 30, 2022 and 2021 and for three and six month periods then ended, there were no material defaults of any modified loans or 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.

Note 4:         Benefit Plans

Pension expense includes the following:

Three months ended

Six months ended

Three months ended

June 30, 

June 30, 

March 31, 

    

2022

    

2021

    

2022

    

2021

    

2023

    

2022

(In thousands)

(In thousands)

Service cost

$

130

$

98

$

260

$

196

$

76

$

130

Interest cost

 

68

 

59

 

136

 

118

 

78

 

68

Expected return on assets

 

(144)

 

(117)

 

(288)

 

(234)

 

(133)

 

(144)

Amortization of prior service cost and net loss

 

24

 

13

 

48

 

26

 

10

 

24

 

 

 

 

 

 

Pension expense

$

78

$

53

$

156

$

106

$

31

$

78

All components of pension expense are reflected within the salaries and employee benefits line of the consolidated income statement.

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:

    

June 30, 

    

December 31, 

2022

2021

(In thousands)

Commercial loans unused lines of credit

$

30,848

$

78,148

Commitment to originate loans

 

29,481

 

75,832

Consumer open end lines of credit

 

37,475

 

39,622

Standby lines of credit

 

241

 

127

    

March 31, 

    

December 31, 

2023

2022

(In thousands)

Commercial loans unused lines of credit

$

83,594

$

79,718

Commitment to originate loans

 

81,171

 

77,889

Consumer open end lines of credit

 

38,483

 

37,600

Standby lines of credit

 

261

 

136

2622

Table of Contents

United Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)Three Months Ended March 31, 2023 and 2022

(In thousands)

The Company adopted the provisions of ASC 326 and recognized an initial implementation amount of $224,000. During the three months ended March 31, 2023, there was no change in the provision for credit expense for off balance sheet exposure.

Note 6:         Accumulated Other Comprehensive Income (Loss)

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

    

June 30, 

    

December 31, 

    

March 31, 

    

December 31, 

2022

2021

2023

2022

(In thousands)

(In thousands)

Net unrealized gain (loss) on securities available-for-sale

$

(7,759)

$

10,943

Net unrealized loss on securities available-for-sale

$

(8,950)

$

(10,984)

Net unrealized loss for unfunded status of defined benefit plan liability

 

(2,127)

 

(2,127)

 

(835)

 

(835)

(9,886)

8,816

(9,785)

(11,819)

Tax effect

 

2,076

 

(1,852)

Less: Tax effect

 

2,055

 

2,483

Net-of-tax amount

$

(7,810)

$

6,964

$

(7,730)

$

(9,336)

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 1     Quoted prices in active markets for identical assets or liabilities that the entity can access at the measurement date

Level 2     Observable 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 3     Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities

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.

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United Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)Three Months Ended March 31, 2023 and 2022

(In thousands)

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 June 30, 2022March 31, 2023 and December 31, 2021:2022:

Fair Value Measurements Using

    

    

Quoted Prices

    

    

in Active

Significant

Markets for

Other

Significant

Identical

Observable

Unobservable

Assets

Inputs

Inputs

Fair Value

(Level 1)

(Level 2)

(Level 3)

June 30, 2022

U.S. government agencies

$

29,821

$

0

$

29,821

$

0

Subordinated Notes

$

29,686

$

0

$

29,686

$

0

State and municipal obligations

$

130,668

$

0

$

130,668

$

0

December 31, 2021

 

  

 

  

 

  

 

  

Subordinated Notes

$

28,765

$

0

$

28,765

$

0

State and municipal obligations

$

117,548

$

0

$

117,548

$

0

Fair Value Measurements Using

    

    

Quoted Prices

    

    

in Active

Significant

Markets for

Other

Significant

Identical

Observable

Unobservable

Assets

Inputs

Inputs

Fair Value

(Level 1)

(Level 2)

(Level 3)

(In thousands)

March 31, 2023

U.S. government agencies

$

44,196

$

$

44,196

$

Subordinated Notes

28,197

28,197

State and municipal obligations

161,666

161,666

December 31, 2022

 

 

  

 

 

  

U.S. government agencies

$

44,032

$

$

44,032

$

Subordinated Notes

28,094

28,094

State and municipal obligations

145,498

145,498

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

Collateral dependent impaired loans consisted primarily of loans secured by nonresidential real estate. Management has determined fair value measurements on impairedcollateral dependent 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.

24

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United Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

Three Months Ended March 31, 2023 and 2022

(In thousands)

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.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 foreclosed assets held for saleOREO are obtained when the real estate is acquired and subsequently as deemed necessary by the Company’s Chief Lender.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.

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United Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

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 June 30, 2022March 31, 2023 and December 31, 2021.2022.

Fair Value Measurements Using

    

    

Quoted Prices

    

    

in Active

Significant

Markets for

Other 

Significant

Identical

Observable

Unobservable

Fair

Assets

Inputs

Inputs

Value

(Level 1)

(Level 2)

(Level 3)

(In thousands)

June 30, 2022

 

  

 

  

 

  

 

  

Collateral dependent impaired loans

$

547

$

0

$

0

$

547

Foreclosed assets held for sale

 

237

 

0

 

0

 

237

 

  

 

 

  

 

  

December 31, 2021

 

  

 

  

 

  

 

  

Collateral dependent impaired loans

$

2,822

$

0

$

0

$

2,822

Fair Value Measurements Using

    

    

Quoted Prices

    

    

in Active

Significant

Markets for

Other 

Significant

Identical

Observable

Unobservable

Fair

Assets

Inputs

Inputs

Value

(Level 1)

(Level 2)

(Level 3)

(In thousands)

March 31, 2023

 

  

 

  

 

  

 

  

Collateral dependent loans

$

$

$

$

Foreclosed assets held for sale

 

 

 

 

 

  

 

 

  

 

  

December 31, 2022

 

  

 

  

 

  

 

  

Collateral dependent loans

$

9

$

$

$

9

Foreclosed assets held for sale

 

3,519

 

 

 

3,519

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

    

Valuation

    

    

    

Fair Value at

    

Valuation

    

Unobservable

    

6/30/22

Technique

Unobservable Inputs

Range

12/31/22

Technique

Inputs

Range

(In thousands)

(In thousands)

Collateral-dependent impaired loans

$

547

 

Market comparable properties

 

Marketability discount

 

10% – 25%

Collateral-dependent loans

$

9

 

Market comparable properties

 

Comparability adjustments

 

5% – 10%

Foreclosed assets held for sale

$

237

 

Market comparable properties

 

Marketability discount

 

10% – 35%

3,519

 

Market comparable properties

 

Marketability discount

 

10% – 35%

    

Fair Value at

    

Valuation

    

Unobservable

    

12/31/21

Technique

Inputs

Range

(In thousands)

Collateral-dependent impaired loans

$

2,822

 

Market comparable properties

 

Comparability adjustments

 

5% – 10%

There were no significant changes in the valuation techniques used during 2022 and 2021.

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United Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)Three Months Ended March 31, 2023 and 2022

(In thousands)

There were no significant changes in the valuation techniques used during 2023.

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

Fair Value Measurements Using

    

    

Quoted Prices

    

    

    

    

Quoted Prices

    

    

in Active

Significant

in Active

Significant

Markets for

Other

Significant

Markets for

Other

Significant

Identical

Observable 

Unobservable 

Identical

Observable 

Unobservable 

Carrying

Assets

Inputs

Inputs

Carrying

Assets

Inputs

Inputs

Amount

(Level 1)

(Level 2)

(Level 3)

Amount

(Level 1)

(Level 2)

(Level 3)

(In thousands)

(In thousands)

June 30, 2022

March 31, 2023:

Financial assets

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Cash and cash equivalents

$

16,791

$

16,791

$

$

$

100,589

$

100,589

$

$

Loans, net of allowance

 

464,736

 

 

 

464,266

 

459,236

 

 

 

447,208

Federal Home Loan Bank stock

 

3,704

 

 

3,704

 

Federal Home Loan Company stock

 

3,957

 

 

3,957

 

Accrued interest receivable

 

2,638

 

 

2,638

 

 

3,496

 

 

3,496

 

 

 

 

 

 

 

 

 

Financial liabilities

 

 

 

 

 

 

 

 

Deposits

 

607,310

 

 

605,941

 

 

653,365

 

 

655,466

 

Short term borrowings

 

24,476

 

 

24,476

 

 

30,509

 

 

30,509

 

Subordinated debentures

23,695

21,791

23,741

22,998

Advance Federal Home Loan Bank

75,000

75,198

Interest payable

 

170

 

 

170

 

 

351

 

 

351

 

Fair Value Measurements Using

Fair Value Measurements Using

    

    

Quoted Prices

    

    

    

    

Quoted Prices

    

    

in Active

Significant

in Active

Significant

Markets for

Other

Significant

Markets for

Other

Significant

Identical

Observable

Unobservable

Identical

Observable

Unobservable

Carrying

Assets

Inputs

Inputs

Carrying

Assets

Inputs

Inputs

Amount

(Level 1)

(Level 2)

(Level 3)

Amount

(Level 1)

(Level 2)

(Level 3)

(In thousands)

(In thousands)

December 31, 2021:

 

  

 

  

 

  

 

  

December 31, 2022:

 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

  

 

  

 

  

Financial assets

 

  

 

  

 

  

 

  

 

 

  

 

  

 

  

Cash and cash equivalents

$

82,999

$

82,999

$

––

$

––

$

30,080

$

30,080

$

$

Loans, net of allowance

 

450,699

 

––

 

––

 

459,031

 

458,823

 

 

 

440,704

Federal Home Loan Bank stock

 

3,704

 

––

 

3,704

 

––

 

2,499

 

 

2,499

 

Accrued interest receivable

 

2,345

 

––

 

2,345

 

––

 

3,403

 

 

3,403

 

Financial liabilities

 

 

 

 

 

 

 

 

Deposits

 

605,136

 

––

 

605,855

 

––

 

649,913

$

$

646,455

$

Securities sold under repurchase agreements

 

15,701

 

––

 

15,701

 

––

Short term borrowings

 

18,106

 

 

18,106

 

Subordinated debentures

 

23,665

 

––

 

23,575

 

––

 

23,726

 

 

24,080

 

Interest payable

 

180

 

––

 

180

 

––

 

304

 

 

304

 

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United Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)Three Months Ended March 31, 2023 and 2022

(In thousands)

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.

Loans

Fair values of loans and leases are estimated on an exit price basis incorporating discounts for credit, liquidity and marketability factors.

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 June 30, 2022March 31, 2023 and December 31, 2021.2022.

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.

At June 30, 2022 and December 31, 2021, repurchase agreement borrowings totaled $24,476,000 and $15,701,000, respectively and are included in securities sold under repurchase agreements on the consolidated condensed balance sheets. All repurchase agreements are subject to term and conditions of repurchase/security agreements between the Company and the customer and are accounted for as secured borrowings and reflected in securities sold under repurchase agreements.

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United Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

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

Remaining Contractual Maturity of the Agreement

(In thousands)

Overnight

Greater

    

Overnight and

    

    

    

 Greater than

    

    

 and

    

Up to 30

    

    

 than

    

June 30, 2022

Continuous

 Days

3090 Days

90 Days

Total

March 31, 2023

Continuous

Up to 30 Days

3090 Days

90 Days

Total

Repurchase Agreements

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

U.S. government agencies

$

24,476

$

0

$

0

$

0

$

24,476

State and municipal obligations

$

30,509

$

$

$

$

30,509

Total

$

24,476

$

0

$

0

$

0

$

24,476

$

30,509

$

$

$

$

30,509

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Table of Contents

United Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

Three Months Ended March 31, 2023 and 2022

(In thousands)

    

Overnight 

    

    

    

Greater 

    

    

    

    

    

    

and

Up to 30

than

    

Overnight and

    

    

    

Greater than

    

December 31, 2021

Continuous

 Days

3090 Days

90 Days

Total

December 31, 2022

Continuous

Up to 30 Days

3090 Days

90 Days

Total

Repurchase Agreements

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

U.S. government agencies

$

15,701

$

0

$

0

$

0

$

15,701

State and municipal obligations

$

18,106

$

$

$

$

18,106

Total

$

15,701

$

0

$

0

$

0

$

15,701

$

18,106

$

$

$

$

18,106

These borrowings were collateralized with U.S. governmentState and agency securitiesmunicipal obligations with a carrying value of $40.7$39.8 million at June 30, 2022March 31, 2023 and $37.5$38.8 million at December 31, 2021.2022. Declines in the fair value maywould require the Company to pledge additional securities.

Note 9:           Core Deposits and Other Intangible Assets

The following table shows the changes in the carrying amount of goodwill for June 30, 2022March 31, 2023 and December 31, 20212022 (in thousands):

    

June 30, 

    

December 31, 

    

    

March 31, 

    

December 31, 

2022

2021

2023

2022

Balance beginning of year

$

682

$

682

$

682

$

682

Additions from acquisition

 

0

 

0

 

 

 

Balance, end of period

$

682

$

682

$

682

$

682

Intangible assets in the consolidated balance sheets at June 30, 2022March 31, 2023 and December 31, 20212022 were as follows (in thousands):

Six Months Ended June 30, 2022

Year Ended December 31, 2021

Three Months Ended March 31, 2023

Year Ended December 31, 2022

Gross

Gross

Gross

Gross

Intangible

Accumulated

Net Intangible

Intangible

Accumulated

Net Intangible

Intangible

Accumulated

Net Intangible

Intangible

Accumulated

Net Intangible

    

Assets

    

Amortization

    

Assets

    

Assets

    

Amortization

    

Assets

    

Assets

    

Amortization

    

Assets

    

Assets

    

Amortization

    

Assets

Core deposit intangibles

$

1,041

 

556

 

485

 

1,041

481

 

560

$

1,041

 

669

 

372

 

1,041

631

 

410

The estimated aggregate future amortization expense for each of the next fivefour years for intangible assets remaining as of June 30,March 31, 2022 is as follows (in thousands):

2022

$

75

2023

 

150

$

114

2024

 

150

 

150

2025

110

 

108

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United Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

At each reporting date between annual goodwill impairment tests, the Company considers potential indicators of impairment. Given the current economic uncertainty and volatility surrounding COVID-19, the Company assessed whether the events and circumstances resulted in it being more likely than not that the fair value of any reporting unit was less than its carrying value. Impairment indicators considered comprised the condition of the economy and banking industry; government intervention and regulatory updates; the impact of recent events to financial performance and cost factors of the reporting unit; performance of the Company’s stock and other relevant events. The Company further considered the amount by which fair value exceeded book value in the most recent quantitative analysis and sensitivities performed.   At the conclusion of the assessment, the Company determined that as of June 30, 2022March 31, 2023 it was more likely than not that the fair value exceeded its carrying values. The Company will continue to monitor developments regarding the COVID-19 pandemic and measures implemented in response to the pandemic, market capitalization, overall economic conditions and any other triggering events or circumstances that may indicate an impairment of goodwill in the future.

Note 10:           Advances from the Federal Home Loan Bank

At March 31, 2023, advance from the Federal Home Loan Bank were $75 million. The Company did not have any advances from the Federal Home Loan Bank at December 31, 2022.

At March 31, 2023, required annual payments on Federal Home Loan Bank advances were for year ending December 31, 2026 $20 million (4.39% fixed rate), December 31, 2027 $35 million (4.24% fixed rate) and December 31, 2028 $20 million (4.11 fixed rate).

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United Bancorp, Inc.

Management’s Discussion and Analysis of Financial


Condition and Results of Operations

The following discusses the consolidated financial condition of the Company as of June 30, 2022,March 31, 2023, as compared to December 31, 2021,2022, and the results of consolidated operations for the three and six months ended June 30, 2022,March 31, 2023, compared to the same period in 2021.2022. This discussion should be read in conjunction with the interim condensed consolidated financial statements and related footnotes included herein.

Introduction

United Bancorp, Inc. (NASDAQ: UBCP) reported diluted earnings per share of $0.40$0.33 and net income of $2,297,000$1,889,000 for the three months ended June 30, 2022, increases of $0.02 per share and $113,000 over the previous year. For the first six months of the current year, UBCP reportedMarch 31, 2023. This compares to diluted earnings per share of $0.70$0.30 and net income of $4,048,000.

$1,751,000 reported in the first quarter of the previous year.

We are pleased to report on the earnings performance of our CompanyUnited Bancorp, Inc. (UBCP) for the secondfirst quarter and the first six months of 2022.ended March 31, 2023. For the quarter, ending June 30, 2022, our Company achieved solid net income of $2,297,000 and diluted earnings per share results of $0.40, which were$1,889,000 and $0.33, respective increases of $113,000,$138,000, or 5.2%7.9%, and $0.02,$0.03, or 5.3%10.0%, over the previouslevels achieved for each in the first quarter of last year. For the six months ending June 30, 2022,As we have previously reported, our Company produced net incomehas been able to capitalize on the extreme tightening bias implemented within the past twelve months, or so, by the Federal Open Market Committee of $4,048,000 and diluted earnings per sharethe Federal Reserve (FOMC) with monetary policy, which has caused interest rates to rise rapidly during this timeframe from a range of $0.70, which were both respectively lower than the same period the previous year by $44,000 and $0.01. As our economy has normalized25 to 50 basis points in March 2022 to a range of 4.75% to 5.00% as of March 2023. Our Company was properly positioned to capitalize on this dramatic increase in interest rates over the course of the currentpast year and, heated-up with inflation being at over forty-year highs,accordingly, we have capitalized on opportunitiesexperienced an improvement in the first sixlevel of net interest income that we generated of $913,000, an increase of 16.6%. This increase in the level of net interest income that we realized led to a corresponding enhancement of our net interest margin, which increased from 3.45% last year to 3.75% as of March 31, 2023, an expansion of 30 basis points. The increase in our Company’s net interest income and earnings is directly attributed to the marginal growth and repricing that we experienced in our loan portfolio and the purchasing of a significant level of investment securities at attractive overall yields over the past twelve months in this increasing rate environment (after not purchasing investment securities in the Zero Interest Rate Environment which prevailed the previous two years). Even though our gross loans increased by only $1.4 million, our Company experienced growth in investment securities of 2022 to change$74.8 million, an increase of 45.8%. This growth was funded by changing the mix of the assets on our balance sheet. With the tightening biassheet and growing our total deposits year-over-year as of the most recently ended quarter. Over the past twelve months, we have seen our average cash and cash equivalents decrease by $34.8 million, or 46.1%, and total deposits grow by $40.9 million, or 6.7%, to a level of $653.4 million. Of note relating to our earnings improvement achieved in the first quarter of the current year relative to the previous year’s results, our Company did not have a negative provision for credit losses in the current year, which last year totaled $500,000 and added approximately $0.07 to diluted earnings per share.

As we all know, the operating environment within our industry changed dramatically with the events that unfolded with a few banks toward the end of the first quarter in the current year. The impact of this industry change led our Company to quickly refocus on our strategy of shifting the mix of our balance sheet from highly liquid, lower-yielding investments into longer-duration, higher-yielding investments which led to our improved overall levels of revenue and earnings over the course of the past year into a more liquid position to weather any proverbial storms that could develop. Accordingly, in mid-March of this year, our Company originated term advances with the Federal Open Market Committee (FOMC)Home Loan Bank (FHLB), with monetary policy beginningwhom we had no advances and $173.4 million in capacity at that time (in addition to other available sources of liquidity and pledging capacity with the FHLB). These advances at the FHLB were in the amount of $75 million. This injection of wholesale funding onto our balance sheet, along with our growth in deposits (which continued to increase from both the previous quarter on a linked basis and year-over-year), led to our total assets growing to $847.5 million, an increase of $114.1 million, or 15.6%, from the previous year and our cash and cash equivalents growing to $100.6 million, an increase of $31.8 million, or 46.3%, year-over-year as of the most recently ended quarter. As of March 31, 2023, our Company’s level of cash and cash equivalents totaled 11.9% of total assets and, at this level, gives us a higher degree of comfort as we operate in and navigate through a more uncertain economic and banking environment.

Even with the economic headwinds with which we continue to be confronted and the significant increases in interest rates that may have affected some of our borrowers with rate resets to higher levels on their loans, we have successfully maintained credit-related strength and stability within our loan portfolio as of the most recently ended quarter. As of March 31, 2023, our Company’s total nonaccrual loans and loans past due 30 plus days were $529,000, or 0.11% of gross loans, a decrease of $3.7 million, or 87%, year-over-year. Also of note during the first quarter of this year and becoming much stronger over the course of the most recently ended quarter, we have experienced a prime opportunity to invest, once again, in both municipal and agency securities as both intermediate and longer-term yields have risen to levels that we have not seen for a couple of years. Having remained patient and not invested in any municipal or agency securities since the first quarter of 2020 until this year, we are presently pleased with this opportunity that we have to change the overall mix of our balance sheet from a more cash-intensive, liquid position to one that is longer-duration and higher yielding. Although our total assets were slightly lower on a year-over-year basis as of mid-year, totaling $719.1 million versus $730.3 million the previous year, this reduction is primarily due to the unrealized loss in our securities portfolio. Even with this decline in our total assets, we have seen both our gross loans and securities and other restricted stock increase. As of June 30, 2022, gross loans increased by $8.7 million, or 1.9%, over the previous year to a level of $467.4 million. Regarding securities and other restricted stock, we saw our balances increase year-over-year by $45.6 million, or 30.7%, to a level of $193.9 million. Of significance is the quarter-ending balances for both gross loans and securities and other restricted stock are at higher levels than their respective quarterly averages by $8.3 million and $34.5 million. With the changing mix of and added horsepower to our balance sheet in the first six months of 2022, we have seen for the first time since the second quarter of 2020 (which was the first full quarter impacted by the pandemic) an increase in the level of interest income that we generated. During the second quarter of 2022, we experienced a year-over-year increase in our level of interest income realized of $213,000 or 3.4%. We are optimistic that we will continue to see improvement in the level of interest income that we will generate in the coming quarters.

Considering the increase in the level of interest income that we generated and the continued reduction in our total interest expense in the second quarter ending June 30, 2022, our Company experienced an increase in the net interest income that it realized during the quarter of $411,000 or 7.4%.  We were able to achieve this increase in our net interest income because we continued to have success in the current year in lowering our overall interest expense.  In the second quarter, our interest expense decreased by $198,000, or 29.3%, from the previous year.  Even though our ability to lower the interest expense of our Company will diminish as the monetary policy of the FOMC tightens, we believe that the increase in the level of the interest income that we realize will outpace the degree to which interest expense increases in the current year; thus, continuing the increasing trend in our Company’s net interest income.  Interestingly, we reduced our interest expense levels even though our total deposits increased by $3.2 million, to a level of $607.3 million.  We achieved this by attracting lower-cost funding, consisting of demand and savings balances, and reducing our higher-cost time balances.  As of June 30, 2022, our lower-cost demand and savings balances increased on a year-over-year basis by $27.6 million, or 5.2%, to a level of $562.4 million.  During this same timeframe, our higher-cost time balances decreased by $24.5 million, or 35.3%, to a level of $44.9 million.  As of June 30, 2022 and on a linked-quarter basis, we saw our net interest margin increase by nine basis points from 3.45% to 3.54%.  We anticipate this positive trend to continue for the remainderadoption of the current year.

Over the course of the first six months of 2022, our Company’s bottom-line net income was impacted by the inflationary and rising-rate environment in which we are presently operating.  As of June 30, 2022, with the decline in some of our fee-income related lines of business (primarily relating to mortgage origination), our non-interest income declined by $94,000 or 4.5%.  In addition, total noninterestexpected credit loss accounting standard (CECL)

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Condition and Results of Operations

expense increased year-over-year by $960,000a newly required methodology as of the start of 2023 for calculating our credit loss reserve. With the adoption of CECL, our allowance for credit losses totaled $4.5 million at quarter-end, which was an increase of $1.3 million, or 10.7%.  This increase in40.3%, from the previous year and $2.4 million, or 117%, from year-end. As of the end of the present quarter and with the enhanced loan loss reserve build-up under CECL (and, our noninterest expense during the current year is mostly attributedCompany’s improved credit quality metrics), our total allowance for credit losses to a higher level of employee-related expenses tied to more optimum staffing levels throughout our company, higher wage levels attributed to the tight labor market and a non-recurring incentive payout that occurred in the first quarter.  For the most recently ended quarter, total noninterest expense increased by $299,000 or 6.6%.  With this declining trend in noninterest expenseloans was 0.96% and our Company’s recently announced closure and consolidation of our Amesville Banking Center into our Glouster Banking Center (which will occur in the early third quarter of 2022), we anticipate our noninterest expense levelstotal allowance for credit losses to continue lowering over the course of this year.  With our Company’s commitment to eliminating unnecessary expenses and generating greater operational efficiencies, we firmly believe that we have positive operating leverage which will improve our net-noninterest margin and benefit our overall performance in the coming quarters.

We have successfully maintained credit-related strength and stability within our loan portfolio over the course of the past two years during the economic downturn and this trend continued for our Company into the most recently ended quarter.  As of June 30, 2022, our total nonaccrualnonperforming loans were $4.0 million or 0.86% of gross loans.  Even though this total has increased year-over-year, a majority of the non-accrual loans balance is with one commercial relationship, which accounts for approximately $3.8 million, or 95%, of this total.  We have allocated a portion of specific reserves to this one relationship and, overall, the underlying trend of solid credit quality within our loan portfolio has remained stable.  Regardingwas 1,892%. Also, net loans charged off inwere a very low $4,330 or 0.02% of average loans. As of the end of the first half of 2022, our Company actually realized a net-recovery of $19,000.  Considering our overall sound credit quality and the generally improving economy, our Company had credit reserve releases of $485,000 during the most recently ended quarter.  As of June 30, 2022,quarter in 2023, our Company continues to be very well capitalized with equity to assets of 8.1%7.0% and total average shareholders’ equity of $58.3$63.3 million. As with most financial institutions in this time of rising rates from an exceedingly low-rateextreme rising-rate environment in which we all operate at present, our Company did seecontinues to experience a reductionloss in accumulated other comprehensive income.  This was primarilyincome (AOCI) due to the decreased valueloss position within our securities portfolio. As of March 31, 2023, our Company’s AOCI loss totaled $7.7 million, which is a modest level that is 11.6% of total capital (prior to the AOCI loss adjustment). With the overall quality of our investment portfolio, our well capitalized position, and our total uninsured deposits totaling approximately 14% of total deposits as of the most recent quarter-end, we firmly believe that any issues, which had an impactcould potentially create a risk to our capital and capital position, are very minimal.

Considering the exceedingly dynamic monetary policy environment in which we have operated for the past twelve months and the more recent issues which have begun to plague our industry, we are very happy to report on the very strong earnings performance that United Bancorp, Inc. (UBCP) achieved in the first quarter of 2023. Relating to the excessive tightening of our capital-related metrics.  Accordingly, we saw our book value decline from $11.96 to $9.65, a decrease of 19.3% period-over-period.

As our economy has strengthened and started to heat-upcountry’s monetary policy over the course of the first sixpast twelve months, of this year,we are extremely pleased that we have seen opportunitiesbeen able to more fully leverage our capital by changingexpand the mixlevel of our balance sheet into longer-term, higher-yielding assets and, once again, focus on growing our Company.  Even though the Federal Open Market Committee (FOMC) of the Federal Reserve has aggressively raised the target rate for federal funds over this period, we are hopefulinterest income that our positive trend in rebalancing and growing our balance sheet will continue as the year progresses.  Assuming that the FOMC is able to achieve the soft landing that they pursueCompany generated while combatting the real threat of inflation to our economy--- and avoid a hard-landing which could potentially lead to a recession--- we believe that rising rates should benefit the bottom-line of our Company in future periods.  For the second quarter in a row, we saw an increase incontrolling overall interest expense levels; thereby, expanding the level of net interest income that our Company generated after not experiencing this for several quarters.  With the change in the mix of our balance sheet into higher yielding assets, we also sawrealized and our net interest margin increasemargin. We achieved this while growing our level of assets and funding this expansion with growth in our overall deposits in a positive fashion thiscost-effective manner. This is somewhat of a counter-trend to what occurred within our industry within the past quarter.  In addition, by investingyear. With the aforementioned and recent developments that occurred within our industry late in municipal securities and having higher balances in these tax-exempt investments for the first time sincequarter of this year, we transitioned into a more conservative operating position that greatly increased our overall liquidity and locked in a fair portion of our funding as a hedge against further interest rate increases. Although this will have a marginal impact on our returns and margins (such as our return on assets and our net interest margin) in the beginning of the pandemic, weshort-term, it is immediately accretive to our bottom-line earnings. Overall, our capital levels remain very strong and our Company is classified as being well-capitalized based on industry standards. We firmly believe that with our Company will see greater tax efficiency going forward which should provide additional benefitstrong liquidity, above industry-average growth in core deposits and minimal levels of uninsured deposits that our risk to capital is very low, and, fundamentally, our bottom-line.  Our growth goal for our Company remains to increase our total assets to a level of $1.0 billion or greater in the short to intermediate term.  WeCompany’s financial position and future prospects are optimistic that we will see better opportunities to achieve the growth that we seek as our economy gets back to more normalized (and, hopefully, stabilized) performance.  We have seen some increase in our overhead expense level as we set-the stage for growth.  But, we believe that we have positive operating leverage that will help us achieve greater efficiencies and better returns as we execute on our strategy for growth.

very solid.

Our primary focus is protecting the investment of our shareholders in our Company and rewarding them in a balanced fashion by growing their value and paying an attractive cash dividend. In these areas, our shareholders have been nicely rewarded withrewarded. In the first quarter of this year, we, once again paid both our regular cash dividend, which increased by $0.0025 to a year-over-year increase in cash dividends paidlevel of $0.07, or 18.1%, (inclusive of$0.1625, and a special cash dividend of $0.15 for a total of $0.3125. This is a 3.3% increase over the total cash dividend paid in the first quarter),quarter of the previous year and produces a near-industry leading total dividend yield of 5.52%. This total dividend yield is based on our first quarter cash dividend on a forward basis, plus the special dividend (which combined total $0.80) and our quarter-end fair market value increase of $2.13, or 14.9%, to a level of $16.39 as of June 30, 2022.$14.50. Even though our market value decreased during the most recent quarter (as did the fair market value of all financial institution stocks), our Company andstill had a market price to book value of 144%, which is extremely favorable relative to industry have been through a couplestandards as of challenging years from an operating perspective due to the pandemic, we are now fully looking forward and focusing on growing and building a better, more profitable company.  In the short-term, there is clearly a threatquarter-end.

Given that the FOMC could overcorrect by raising rates too quickly and highly; thus, having a negative impact on our economy by pushing it into a recessionary state.  We are hopeful that this does not occur and get in the way of our vision for growth.  As always, we continue to beoperate in a challenging economic and, now, a concerning industry-related environment, we are very pleased with our overall present performance and future prospects. Even with the present challenges with which our overall industry is confronted, we are very optimistic about the potentialfuture growth and earnings prospects for United Bancorp, Inc. (UBCP). We firmly believe that with the challenges that our industry has experienced over the course of the past few years, our Company.  OverCompany has evolved into a more fundamentally sound organization with a focus of growing to achieve greater efficiencies and scales, while controlling overall costs. We have invested in areas that will lead to our continued and future relevancy within our industry along with anticipated higher revenue generation while implementing cost control initiatives, where needed, by consolidating delivery channels in markets in which we had low banking center performance and considerable overlap. We still have a vision of growing UBCP to an asset threshold of $1.0 billion or greater in the lastnear term in a prudent and profitable fashion. Excitingly, we have present plans on which we are currently working that we hope to announce with the next few months to take us in this direction! As previously stated, with the many challenges that we have faced over the course of the past couple of years we have become more efficient and better at delivering our products and services inresponse thereto… today, our Company is structurally stronger with a fashion demanded by our evolving markets.focus on the potential of the future. We will continue to build upon our solid foundation and have a longer-term vision. With a keen focus on continual process improvement, product development and delivery, we firmly believe the future for our Company is very bright.

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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,” “we believe.” “we are optimistic that”“projected” or similar expressions are intended to identify “forward looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, which1995. Such statements are subject to numerous assumptions,certain risks and uncertainties. Actualuncertainties 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 affect the Company’s financial performance and cause actual results couldto differ materially from historical earnings and those containedpresently anticipated or implied byprojected with respect to future periods. These risks and uncertainties should be considered in evaluating forward looking statements, and undue reliance should not be placed on such statements for a variety ofstatements. Additional information concerning the Company and its business, including other factors including: changes in economic conditions; movements in interest rates; competitive pressures on product pricing and services; success and timing of business strategies;that could materially affect the nature, extent, and timing of government actions and reforms; and extended disruption of vital infrastructure and the impact of the COVID-19 pandemic. Significant progress has been made to combat the outbreak of COVID-19, and while it appears that the epidemiological and macroeconomic conditions are trending in a positive direction, if thereCompany’s financial results, is a resurgenceincluded in the virus,Company’s filings with the Company could experience further adverse effects on its business, financial condition, results of operationsSecurities and cash flows.Exchange Commission.

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

The Company’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America. 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 proceduresSee Note 1, “Summary of Significant Accounting Policies” for assessingadditional information on the adequacyadoption of ASC 326, which changes the methodology under which management calculates its reserve for loans, investment securities, and off balance sheet exposures, now referred to as the allowance for credit losses. Management considers the measurement of the allowance for loancredit losses reflect our evaluation of credit risk after careful consideration of all information availableon loans 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 orbe a decrease in the allowance for loan losses.critical accounting policy.

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 reviewdiscussion of the Company’s trendcritical accounting policies should be read in delinquenciesconjunction with the Company’s consolidated financial statements 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 evaluationaccompanying notes presented elsewhere herein, as well as other relevant portions 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.

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United Bancorp, Inc.

Management’s Discussion and Analysis of Financial

Condition and Results of OperationsOperations.

Analysis of Financial Condition

Earning Assets – Loans

OurThe Company’s focus as a community bank is to meet the credit needs of the markets we serve.it serves. At June 30, 2022,March 31, 2023, gross loans were $467.4$463.7 million, compared to $454.4$460.9 million at December 31, 2021,2022, an increase of $13.0$2.8 million or 2.8% after offsetting repayments for the period. The overall increase in the loan portfolio was comprised of a $7.9$3.1 million increase in commercial and commercial real estate loans a $5.4 million increase in residential loans and a $300,000$626,000 decrease in real estate lending and a $337,000 increase in installment loans since December 31, 2021.2022.

Commercial and commercial real estate loans comprised 78.2%78.5% of total loans at June 30, 2022,March 31, 2023, compared to 78.7%78.3% at December 31, 2021.2022. Commercial and commercial real estate loans have increased $3.1 million, or less than 1.0% since December 31, 2022. This segment of the loan portfolio includes originated loans in ourits market areas and purchased participations in loans from other banks.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 1.3%1.4% of total loans at June 30, 2022March 31, 2023 and 1.5%1.3% at December 31, 2021.2022. Some of the installment loans carry somewhat more risk than real estate lending; however, it also provides for higher yields. Installment loans have decreased $300,000increased $337,000, or 5.6%, since December 31, 2021.2022. 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.

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Residential real estate loans were 20.5%20.1% of total loans at June 30, 2022March 31, 2023 and 19.8%20.4% at December 31, 2021,2022, representing an increasea decrease of $5.4 million,$626,000, less than 1% since December 31, 2021.2022. At June 30, 2022,March 31, 2023, the Company did not hold any loans for sale.

The Company adopted ASU No. 2016-13 effective January 1, 2023. The impact of the adoption was and $2.4 million in the allowance for loan losses. The allowance for loan losses totaled $2.7$4.5 million at June 30, 2022,March 31, 2023, which represented 0.57%0.96% of total loans, and $3.7 million atloans. The allowance for loan losses prior to adopting ASU 2016-13 December 31, 2021, or 0.81%was $2.1 million or 0.45% 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. For the three and six month ended June 30, 2022 and 2021, Management did update its model to account for the market conditions brought on by the COVID-19 pandemic and has adjusted its assumptions based upon current events. Management believes the current balance of the allowance for loan losses is adequate to absorb probable incurred credit losses associated with the loan portfolio. The Company had (excluding overdrafts)Net loan (recoveries) charge-offs (exclusive of overdrafts net recoveries (charge-offs)charge-offs of $19,000$19,000) for the sixthree months ended June 30, 2022 compared toMarch 31, 2023 were approximately ($95,000)4,000) . Net loans charged off (exclusive of overdrafts net charge-offs $31,000) was $29,000 for the sixthree months ended June 30, 2021.March 31, 2022.

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 June 30, 2022March 31, 2023 increased approximately $43.9$16.4 million from December 31, 20212022 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 $250,000. For the period ended June 30, 2022,March 31, 2023, total core deposits increased(interest and non interest bearing accounts and savings) decreased approximately $4.1$3.8 million, or 1.0%.0.6% from December 31, 2022 totals. The Company’s savings accounts increased $6.3decreased $2.3 million or 4.5%,1.6% from December 31, 20212022 totals. The Company’s interest-bearing and non-interest bearing demand deposits increased $7.0decreased $16.6 million or 1.7%, while certificates of deposit under $250,000 decreasedincreased by $9.2 million, or 17.8%. The Company considers core deposit to be stable; therefore, the amount of funds anticipated to flow out in the next three to six months is not considered material to the overall liquidity position of the Company.$15.1 million.

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Management’s Discussion and Analysis of Financial

Condition and Results of Operations

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 $250,000 are not considered part of core deposits, and as such, are used to balance rate sensitivity as a tool of funds management. At June 30, 2022,March 31, 2023, certificates of deposit greater than $250,000 decreased $2.1$7.3 million or 48.4%64.0%, from December 31, 20212022 totals.

Sources of Funds - Long Term Debt

During the second quarter of 2019 the Company announced a private placement of $20 million in fixed-to-floating rate subordinated notes due 2029 (the “Notes”). The Notes have been structured to qualify as Tier 2 capital under bank regulatory guidelines, and the proceeds from the sale of the Notes are being utilized to support regulatory capital ratios and for general corporate purposes, including growth initiatives at United Bancorp.

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 borrowingsrepurchase agreements increased approximately $8.8$12.4 million from December 31, 20212022 totals. At March 31, 2023, the Company has $75 million of fixed rate advances that mature over the next 3 to 5 years. Refer to footnote 10 for further information.

Results of Operations for the SixThree Months Ended June 30,March 31, 2023 and 2022 and 2021

Net Income

ForThe reported diluted earnings per share was $0.33 for the six monthsquarter ended June 30, 2022 the Company reported net earnings of $4,048,000,March 31, 2023 compared to $4,093,000$0.30 for the six monthsquarter ended June 30, 2021. On a per share basis, the Company’s diluted earnings were $0.70 for the six months ended June 30,March 31, 2022, and $0.71 for the six months ended June 30, 2021, a decreasean increase of less than 2.0%10%.

Net Interest Income

Net interest income by definition, is the difference between interest income generated on interest-earning assets and the interest expense incurred on interest-bearing liabilities. Various factors contribute to changes in net interest income, including volumes, interest rates and the compositionincreased $913,000 or mix of interest-earning assets in relation to interest-bearing liabilities. Net interest income before the provision for loan losses increased 5.6%, or $609,00016.6% for the sixthree months ended June 30, 2022March 31, 2023 compared to the same period in 2021. The increase is mainly attributable to an increase in available-for-sale securities and loan growth.

Provision for Loan Losses

Net loans recovered, excluding overdrafts, was $18,500. Giving strong consideration to our overall solid credit related metrics our Company had a credit reserve releases of $985,000 during the six months ended June 30, 2022.The overall improvement in the economy post COVID also contributed to the credit reserve release.

Noninterest Income

Total noninterest income is made up of bank related fees and service charges, as well as other income producing services provided, sales of loans in the secondary market, sales of investment securities, ATM income, early redemption penalties for certificates of deposit, safe deposit rental income, internet bank service fees, earnings on bank-owned life insurance and other miscellaneous items.

Noninterest income for the six months ended June 30, 2022 as compared to the same period in 2021 decreased $93,000 or 4.4%. The main component of the decrease is the reduced level on the gain on sale of loans for the six months ended June 30, 2022 as a result of higher interest rates.2022.

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Condition and Results of Operations

Provision for Credit Losses

The Company did not record a provision for credit losses during the three months ended March 31, 2023. The provision for credit losses was a credit to expense of $500,000 for the three months ended March 31, 2022. With the overall concerns with the COVID-19 pandemic decreasing in its local markets due to vaccine availability, decreased hospitalizations, and employment metrics gaining momentum, the Company released a portion of its reserve related to COVID-19 during the three months ended March 31, 2022.

Noninterest Income

Noninterest income of the Company increased $29,000 year-over-year. This increase was in part due to the increase in service charge income by $40,000.

Noninterest Expense

The Company saw its noninterest expense increaseincreased by $960,000$328,000 or 10.7%6.4% year-over-year. Salary and employee benefits increased $754,000 year over year. This majorityOverall, the general cost of this increase was due toinflation has driven us the one time vesting of certain stock awards.Company’s noninterest expense.

Federal Income Taxes

The provision for federal income taxes was $431,000$113,000 for the sixthree months ended June 30, 2022, an increaseMarch 31, 2023, a decrease of $130,000$23,000 compared to the same period in 2021.2022. The effective tax rate was 9.6%approximately 5.6% and 6.9% for the six months ended June 30, 2022 and 2021, respectively.

Results of Operations for the Three Months Ended June 30, 2022 and 2021

Net Income

For the three months ended June 30, 2022 the Company reported net earnings of $2,297,000, compared to $2,185,0007.2% for the three months ended June 30, 2021. On a per share basis, the Company’s diluted earnings were $0.40 for the three months ended June 30,March 31, 2023 and 2022, and $0.38 for 2021, an increase of 5.3%.

Net Interest Income

Net interest income increased 7.40%, or $411,000, for the three months ended June 30, 2022 compared to the same period in 2021. This increase was mainly driven by income on securities of $390,000, or 34.1%, for the three months ended June 30, 2022 over the same period in 2021.

Provision for Loan Losses

Giving strong consideration to our overall solid credit related metrics and the improving economy, our Company had a credit reserve releases of $485,000 during the three months ended June 30, 2022.

Noninterest Income

Total noninterest income is made up of bank related fees and service charges, as well as other income producing services provided, sales of loans in the secondary market, sales of investment securities, ATM income, early redemption penalties for certificates of deposit, safe deposit rental income, internet bank service fees, earnings on bank-owned life insurance and other miscellaneous items.

Noninterest income for the three months ended June 20, 2022 as compared to the same period in 2021 decreased $154,000 or 13.5%. The main component of the decrease is the reduced level on the gain on sale of loans for the six months ended June 30, 2022 as a result of higher interest rates.

Noninterest Expense

The Company saw its noninterest expense increase by $299,000 or 6.6% year-over-year.

Federal Income Taxes

The provision for federal income taxes was $293,000 for the three months ended June 30, 2022, an increase of $81,000 compared to the same period in 2021.

COVID-19: Update on Company Action and Ongoing Risks

The U.S. economy continued its recovery during the first quarter of 2022 despite pressures from higher inflation and rising energy prices as well as concerns over the Russia-Ukraine war and the continued economic uncertainty caused by the COVID-19 pandemic. As previously discussed, the COVID-19 pandemic has resulted in disruption to business and economic activity. While the Omicron variant

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United Bancorp, Inc.

Management’s Discussion and Analysis of Financial

Condition and Results of Operations

took COVID-19 infection rates to a new high in January 2022, COVID-19 cases declined by the end of the first quarter. However, the duration of the pandemic, including the emergence of new variants, and the ultimate repercussions continue to remain unclearrespectively.

Capital Resources

Internal capital growth, through the retention of earnings, is the primary means of maintaining capital adequacy for the Company. Stockholders’ equity totaled $58.3$59.0 million at June 30, 2022March 31, 2023, compared to $71.1$59.7 million at December 31, 2021,2022, a $13.4 million decrease mainly driven by the accumulated other comprehensive loss in the Company’s available-for-sale securities . The Company does have the ability and the liquidity hold these bonds to final maturity. At final maturity the Company receives the entire principle invested.$732,000 decrease. Total stockholders’ equity in relation to total assets was 8.11%6.96% at June 30, 2022March 31, 2023 and 9.90%7.75% at December 31, 2021. On May 14, 2019 the Company issued $20,000,000 of junior subordinated debentures in denominations of not less than $250,000. To increase the capital level of Unified Bank, $16 million of the proceeds were paid as a dividend during the second quarter of 2019.

2022. The Company’s Articles of Incorporation provides flexibility to createallows for 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 ability to issue preferred sharesamendment 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'sCompany’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 requires araises the minimum ratio of tier 1 capital to risk-weighted assets offrom 4 percent to 6 percent and includes a minimum leverage ratio of 4 percent for all banking organizations.

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United Bancorp, Inc.

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

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

Common equity tier 1 capital ratio

    

10.3112.97

%

Tier 1 capital ratio

 

11.0312.97

%

Total capital ratio

 

15.1213.71

%

Leverage ratio

 

8.4910.01

%

Liquidity

Management’s objective in managing liquidity is maintaining the ability to continue meeting the cash flow needs of the Company’sits 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.

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United Bancorp, Inc.

Management’s Discussion and Analysis of Financial

Condition and Results of Operations

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 impairedcollateral dependent 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, 2021.Smaller Reporting Companies are not required to provide this disclosures.

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 June 30, 2022,March 31, 2023, 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.

Effective January 1, 2023, the Company adopted CECL. The Company’s designed new controls and modified existing controls as part of this adoption. These additional controls over financial reporting included controls over model creation and design, model governance, assumptions, and expanded controls over loan level data. There were no other changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f)) during the quarter ended March 31, 2023 that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. Other than the adoption of CECL, there was no change in the Company’s internal control over financial reporting that occurred during the Company’s fiscal quarter ended June 30, 2022March 31, 2023 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. For additional

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United Bancorp, Inc.

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

information on the Company’s adoption of CECL, see Note No. 1 to the Company’s financial statements included in this Quarterly Report on Form 10-Q.

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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, 2021, filed on March 18 2022.Smaller reporting companies are not required to provide this information.

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

ISSUER PURCHASES OF EQUITY SECURITIES

    

(a)

    

    

(c) 

    

(d) 

Total

Total Number of

Maximum Number or 

Number

Shares (or Units)

Approximate Dollar 

of

Purchased as Part

Value) of Shares (or 

  Shares (or

(b)

Of Publicly

Units) that May Yet Be

 Units)

Average Price Paid

Announced Plans

 Purchased Under the

Period

Purchased

Per Share (or Unit)

 

Or Programs

 

 Plans or Programs

Month #1 4/1/2022 to 4/30/2022

 

––

 

––

 

––

 

––

Month #2 5/1/2022 to 5/31/2022

 

2,965

 

17.28

 

––

 

––

Month #3 6/1/2022 to 6/30/2022

 

––

$

––

 

––

 

––

(c) 

(d) 

Total Number of

Maximum Number or 

Shares (or Units)

Approximate Dollar 

(a)

Purchased as Part

Value) of Shares (or 

Total Number of

(b)

Of Publicly

Units) that May Yet

 Shares (or Units)

Average Price Paid

Announced Plans

Be Purchased Under

Period

Purchased

Per Share (or Unit)

Or Programs

the Plans or Programs

Month #1 1/1/2023 to 1/31/2023

––

––

––

––

Month #2 2/1/2023 to 2/28/2023

––

––

Month #3 3/1/2023 to 3/31/2023

––

––

––

––

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 thea participant’s account areis 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.

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United Bancorp, Inc.

Part II – Other Information

ITEM 4.       Mine Safety Disclosures

Not applicable.

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Part II – Other Information

ITEM 5.       Exhibits

EX 3.1EX-3.1

    

Amended Articles of Incorporation of United Bancorp, Inc. (1)

EX 3.2EX-3.2

Amended and Restated Code of Regulations of United Bancorp, Inc. (2)

EX 4.1EX-4.1

Description of Registrant’s Common Stock (3)

EX 4.2

FormForms of 6.00% Fixed to Floating Rate Subordinated NotesNote due May 15, 2029 (4)

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

104

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

(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 November 18, 2016.
(3)Incorporated by reference to Exhibit 4 to the registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 20, 20202020.
(4)Incorporated by reference to Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 14, 20192019.

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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: AugustMay 15, 20222023

By:

/s/Scott A. Everson

 

Scott A. Everson

 

 

President and Chief Executive Officer

 

 

Date: AugustMay 15, 20222023

By:

/s/Randall M. Greenwood

 

Randall M. Greenwood

 

 

Senior Vice President, Chief Financial Officer and TreasurerEXECUTIVE VICE PRESIDENT CHIEF FINANCIAL AND
RISK OFFICER

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Exhibit Index

Exhibit No.

Description

31.1

Rule 13a-14(a) Certification – Principal Executive Officer

31.2

Rule 13a-14(a) Certification – Principal Financial Officer

32.1

Certification pursuant to 18 U.S.C. Section 1350, as enacted pursuant to Section 906 of The Sarbanes-Oxley act of 2002.

32.2

Certification pursuant to 18 U.S.C. Section 1350, as enacted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002.

45