|
|
|
|
|
(State or other jurisdiction of
incorporation)
|
(Commission File No.)
|
(IRS Employer Identification Number)
|
|
|
|
|
(Address of principal executive offices)
|
(Zip Code)
|
|
Registrant’s telephone number, including area code:
|
(
|
|
Title of each class
|
Trading Symbol(s)
|
Name of Each Exchange
|
|
|
|
OTCQX Market
|
|
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
|
Exhibit No.
|
Description
|
|
99.1
|
|
|
99.2
|
|
|
104
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
|
United Bancshares, Inc.
|
|||
|
Date: October 20, 2022
|
By:
|
/s/ Brian D. Young
|
|
|
Brian D. Young
|
|||
|
President and Chief Executive Officer
|
|||
Exhibit 99.1
On October 20, 2022, United Bancshares, Inc. issued the following release:
United Bancshares, Inc. (Nasdaq: UBOH – news), a financial holding company headquartered in Columbus Grove, Ohio with consolidated assets of $1.1 billion today announced operating results for the quarter ended September 30, 2022, unaudited.
Quarterly Results
For the quarter ended September 30, 2022, the Corporation reported net income of $3,086,000, or $0.94 basic earnings per share, a decrease of $1,006,000 (24.6%) compared to the third quarter of 2021 net income of $4,092,000, or $1.25 basic earnings per share. The decrease in operating results for the third quarter of 2022 as compared to the same period in 2021 was primarily attributable to a decrease in non-interest income of $1,889,000 (40.1%) and a decrease in net interest income of $574,000 (5.8%), offset by a decrease in non-interest expenses of $815,000 (8.4%), and a decrease in the provision for income taxes of $642,000 (76.2%). The third quarter results include a $797,000, or $0.24 basic earnings per share, increase in non-interest income due to a BOLI death benefit payment.
Net interest income for the third quarter of 2022 was $9,329,000, compared to $9,903,000 for the third quarter of 2021, a decrease of $574,000. Loan interest income decreased $1,286,000, a result of Paycheck Protection Program (PPP) fees decreasing $2,238,000, offset by an increase in interest income of $952,000 due to rising portfolio rates and loan balances. Interest from the investment portfolio and other interest increased $764,000 and interest expense increased $52,000.
Non-interest income for the third quarter of 2022 was $2,823,000, compared to $4,712,000 for the third quarter of 2021, a decrease of $1,889,000. The decrease was primarily attributable to a decrease in gain on sales of loans of $2,947,000 (77.6%), offset by an increase in other non-interest income of $1,092,000 (119.1%). The significant decrease in gain on sale of loans was attributable to a decrease in loan activity by the residential mortgage operations, along with a decrease in the net gain on sale, expressed as a percentage of loan balances sold. During the quarter ended September 30, 2022, there were 158 loans sold totaling $41.6 million, compared to 328 loans sold totaling $90.4 million during the same period of 2021. The net gain on sale was 1.77% for the third quarter of 2022 compared to 4.06% for the same period of 2021. The increase in other non-interest income was primarily related to and a $794,000 increase in BOLI income due to a death benefit payment, and an increase in income from the Corporation’s loan hedging program of $310,000.
For the quarter ended September 30, 2022, non-interest expenses were $8,865,000, compared to $9,680,000 for the comparable quarter of 2021, a $815,000 decrease. The significant quarter-over-quarter decreases include salaries and benefits of $604,000 (11.2%), a result of lower mortgage loan commissions, loan origination expenses of $219,000 (46.8%), data processing expense of $125,000 (21.2%), and advertising and promotional expense of $119,000 (21.1%), offset by increases in exam and auditing expense of $61,000 (42.3%), and legal fees of $58,000 (190.9%).
Year to date results
Net income for the nine months ended September 30, 2022 totaled $7,776,000, or $2.37 basic earnings per share, compared to $10,863,000, or $3.31 basic earnings per share for the same period in 2021, a decrease of $3,087,000 (28.4%). The decrease in operating results for the nine month period ended September 30, 2022 as compared to the nine month period ended September 30, 2021 was primarily attributable to a decrease in net interest income of $779,000 (2.9%) and a decrease in non-interest income of $6,101,000 (42.9%), offset by a decrease in non-interest expenses of $2,032,000 (7.3%), a decrease in the provision for loan losses of $300,000, and a decrease in the provision for income taxes of $1,461,000 (66.4%).
Net interest income totaled $26,213,000 for the nine months ended September 30, 2022, compared to $26,992,000 for the same period in 2021, a decrease of $779,000. Loan interest income decreased $3,232,000, due primarily to a reduction in PPP loan fees of $3,722,000 offset by an increase in interest income of $490,000 due to rising portfolio rates and loan balances. Interest on the investment portfolio and other interest income increased $1,990,000 and interest expense decreased $463,000.
Non-interest income for the nine months ended September 30, 2022 totaled $8,129,000, compared to $14,230,000 for the same period in 2021, a decrease of $6,101,000. The decrease in non-interest income was primarily attributable to decreases in gain on sales of loans of $9,722,000 (86.4%), offset by an increase in other non-interest income of $3,730,000 (125.2%). The decrease in gain on sale of loans was attributable to a decrease in loan activity and in the net gain on sale earned. For the nine months ended September 30, 2022, there were 541 loans sold totaling $148.7 million at a net gain on sale of 0.79% compared to the same period of 2021 when there were 1,098 loans sold totaling $286.9 million at a net gain on sale of 3.76%. The increase in other non-interest income was due to an increase in income from the Corporation’s loan hedging program of $2,663,000, a $758,000 increase in BOLI income due to a death benefit payment, and a $149,000 increase in NSF fees.
Non-interest expenses were $25,827,000 for the nine months ended September 30, 2022, compared to $27,859,000 for the same period in 2021, a decrease of $2,032,000. The decrease in non-interest expenses was primarily attributable to decreases in salaries and benefits of $1,480,000 (9.4%), a result of lower mortgage loan commissions, loan origination expenses of $486,000 (39.7%), advertising and promotional expense of $294,000 (17.8%), and data processing expense of $233,000 (13.6%) offset by increases in equipment service expense of $75,000 (8.7%), travel and entertainment expense of $92,000 (133.9%), ATM processing expense of $63,000 (10.1%), and Ohio franchise tax expense of $62,000 (10.6%).
Balance Sheet Fluctuations
Total assets amounted to $1.06 billion at September 30, 2022 compared to $1.08 billion at December 31, 2021, a decrease of $17.3 million (1.6%). The decrease in total assets was primarily the result of decreases of $26.2 million (34.8%) in cash and cash equivalents, and $32.2 million (10.5%) in securities available for sale, offset by a $27.9 million (4.6%) increase in loans, and $13.5 million increase in other assets (136.4%). Deposits totaled $960.8 million at September 30, 2022, compared to $930.4 million at December 31, 2021, an increase of $30.4 million (3.3%).
Shareholders’ equity decreased $45.3 million (38.0%) from $119.1 million at December 31, 2021 to $73.8 million at September 30, 2022. This was the result of an increase in unrealized losses on available for sale securities, net of tax of $50.3 million and dividends paid of $2,067,000 offset by net income of $7,776,000. The increase in unrealized losses on available for sale securities from December 31, 2021 to September 30, 2022 was attributable to increasing long-term treasury yields. Net unrealized gains and losses on available for sale securities are reported as accumulated other comprehensive income/(loss) in the consolidated balance sheets.
About United Bancshares, Inc.
United Bancshares, Inc. is the holding company of The Union Bank Company which serves Allen, Delaware, Franklin, Hancock, Marion, Paulding, Putnam, Sandusky, Van Wert and Wood Counties in Ohio, with office locations in Bowling Green, Columbus Grove, Delaware, Delphos, Findlay, Gahanna, Gibsonburg, Kalida, Leipsic, Lima, Marion, Ottawa, Paulding, Pemberville, Plymouth and Westerville Ohio.
This release may contain certain forward-looking statements that are provided to assist in the understanding of anticipated future financial performance. However, such performance involves risk and uncertainties that may cause actual results to differ materially. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to, the strength of the local economies in which operations are conducted, the effects of and changes in policies and laws of regulatory agencies, inflation, and interest rates. For further discussion of certain factors that may cause such forward-looking statements to differ materially from actual results, refer to the 2021 Form 10-K.
Exhibit 99.2
United Bancshares, Inc.
Quarterly Report
September 30, 2022
Shareholders, Clients and Team Members:
I am pleased to report that, as a direct result of the ongoing efforts of the Company’s dedicated team members in implementing our Strategic Plan, your Company reported positive results for the nine months ended September 30, 2022. Those positive results include income before taxes of $8.5 million, return on average assets of 0.96%, and return on average tangible equity of 14.9%. I am also pleased to report that after a review of your Company’s earnings, capital position, risk profile and strategic plan, your Board of Directors declared a $0.21 per share cash dividend, payable to shareholders on December 15, 2022.
As the result of record inflation, rapidly rising interest rates, and recession fears, the banking industry and our overall economy continues to face significant headwinds. These headwinds had a negative impact on your Company’s financial performance including considerable reductions in residential mortgage activity, funding costs pressure, and tepid loan demand. Additionally the rapid increase in interest rates has created a $46.3 million unrealized loss position on available-for-sale securities, net of tax, which has contributed to the decrease in your Company’s tangible book value by $13.67 per share since December 31, 2021. While this decrease has no impact on regulatory capital, it has likely been a noticeable factor in the company’s recent decrease in share price. Based on the Company’s current liquidity position, I believe it is very unlikely that those losses will be realized. As such, we remain focused on continuing to add value to our shareholders through core revenue growth, strong asset quality, and consistent dividends.
While the financial performance of your Company continues to be strong, we experienced an incredible and sudden loss of our long-time, beloved Board Secretary and Human Resource Manager, Heather Oatman. Heather was not only a trusted 25 year team member, she was a dear friend to so many on our team. While we will miss her immensely, her kindness, care, and love for others, will always be a part of each of us as well as our entire organization.
Thank you for your ongoing support and the trust you have placed in us.
Respectfully,
Brian D. Young
President and CEO
United Bancshares, Inc.
and Subsidiaries
|
Financial Information (unaudited) |
Nine months September 30, 2022 |
Nine months September 30, 2021 |
||||||
|
(dollars in thousands, except per share data) |
||||||||
|
CONDENSED STATEMENTS OF INCOME |
||||||||
|
Interest income |
$ | 28,144 | $ | 29,386 | ||||
|
Interest expense |
1,931 | 2,394 | ||||||
|
Net interest income |
26,213 | 26,992 | ||||||
|
Provision for loan losses |
- | 300 | ||||||
|
Net interest income after provision for loan losses |
26,213 | 26,692 | ||||||
|
Non-interest income |
8,129 | 14,230 | ||||||
|
Non-interest expense |
25,827 | 27,859 | ||||||
|
Income before income taxes |
8,515 | 13,063 | ||||||
|
Provision for income taxes |
739 | 2,200 | ||||||
|
Net income |
$ | 7,776 | $ | 10,863 | ||||
|
Average common shares outstanding (basic) |
3,275,673 | 3,277,919 | ||||||
|
PER COMMON SHARE |
||||||||
|
Net income |
$ | 2.37 | $ | 3.31 | ||||
|
Book value |
$ | 22.79 | $ | 35.46 | ||||
|
Tangible book value (non-GAAP)* |
$ | 13.83 | $ | 26.56 | ||||
|
Closing price |
$ | 20.60 | $ | 29.95 | ||||
|
FINANCIAL RATIOS |
||||||||
|
Return on average assets |
0.96 |
% |
1.39 |
% |
||||
|
Return on average tangible equity (non-GAAP)* |
14.90 |
% |
17.03 |
% |
||||
|
Net interest margin, tax equivalent (non-GAAP)* |
3.65 |
% |
3.84 |
% |
||||
|
Efficiency ratio (non-GAAP)* |
73.62 |
% |
66.68 |
% |
||||
|
Loans to deposits |
66.35 |
% |
63.58 |
% |
||||
PERIOD END BALANCES
|
As of September 30, 2022 |
As of December 31, 2021 |
|||||||
|
Assets |
$ | 1,059,289 | $ | 1,076,556 | ||||
|
Loans, gross |
$ | 637,426 | $ | 609,559 | ||||
|
Deposits |
$ | 960,769 | $ | 930,413 | ||||
|
Shareholders' equity |
$ | 73,820 | $ | 119,095 | ||||
|
Common shares outstanding |
3,239,859 | 3,272,585 | ||||||
* Some of the financial measures included in this press release are not measures of financial performance recognized by U.S. Generally Accepted Accounting Principles, or GAAP. These non-GAAP financial measures include tangible book value, return on average tangible equity, net interest margin (tax-equivalent), and the efficiency ratio. Management uses these non-GAAP financial measures in its analysis of its performance, and believes financial analysts and investors frequently use these measures, and other similar measures, to evaluate capital adequacy. Reconciliations of non-GAAP disclosures used in this press release to the comparable GAAP measures are provided in the accompanying table. Management, as well as regulators, financial analysts and other investors may use these measures in conjunction with more traditional bank capital ratios to compare the capital adequacy of banking organizations with significant amounts of goodwill or other intangible assets, which typically stem from the use of the purchase accounting method of accounting for mergers and acquisitions.
These non-GAAP financial measures should not be considered in isolation or as a substitute for total shareholders’ equity, total assets, book value per share, return on average assets, return on average equity, or any other measure calculated in accordance with GAAP. Moreover, the manner in which we calculate these non-GAAP financial measures may differ from that of other companies reporting measures with similar names.
United Bancshares, Inc.
and Subsidiaries
Non-GAAP to GAAP Reconciliations and Calculation of Non-GAAP Financial Measures (unaudited)
(dollars and shares in thousands, except per share data)
|
Shareholders' Equity to Tangible Equity |
September 30, 2022 |
September 30, 2021 |
||||||
|
Shareholders' equity |
$ | 73,820 | $ | 116,144 | ||||
|
Less goodwill and other intangibles |
28,616 | 29,151 | ||||||
|
Tangible common equity |
$ | 45,204 | $ | 86,993 | ||||
|
Average Shareholders' equity |
$ | 98,637 | $ | 114,244 | ||||
|
Less average goodwill and other intangibles |
29,057 | 29,199 | ||||||
|
Average tangible common equity |
$ | 69,580 | $ | 85,045 | ||||
|
Tangible Book Value Per Common Share |
||||||||
|
Tangible common equity (a) |
$ | 45,204 | $ | 86,993 | ||||
|
Total common shares issued and outstanding (b) |
3,269,647 | 3,275,430 | ||||||
|
Tangible book value per common share (a)/(b) |
$ | 13.83 | $ | 26.56 | ||||
|
Return on Average Tangible Equity |
||||||||
|
Net income, annualized (c) |
$ | 10,368 | $ | 14,484 | ||||
|
Average tangible common equity (d) |
$ | 69,580 | $ | 85,045 | ||||
|
Return on average tangible common equity (c/d) |
14.90 |
% |
17.03 |
% |
||||
|
Net Interest Margin, Tax-Equivalent |
||||||||
|
Net interest income, annualized |
$ | 34,951 | $ | 35,989 | ||||
|
Tax-equivalent adjustment, annualized |
984 | 745 | ||||||
|
Tax-equivalent net interest income, annualized (e) |
$ | 35,935 | $ | 36,734 | ||||
|
Average earning assets (f) |
$ | 983,763 | $ | 957,815 | ||||
|
Net interest margin, tax-equivalent (e)/(f) |
3.65 |
% |
3.84 |
% |
||||
|
Efficiency Ratio, Tax-Equivalent |
||||||||
|
Non-interest expense, annualized (g) |
$ | 34,436 | $ | 37,145 | ||||
|
Tax-equivalent net interest income, annualized |
35,935 | 36,734 | ||||||
|
Non-interest income, annualized |
10,839 | 18,973 | ||||||
|
Total revenue, annualized (h) |
$ | 46,773 | $ | 55,707 | ||||
|
Efficiency ratio (g)/(h) |
73.62 |
% |
66.68 |
% |
||||
UNITED BANCSHARES, INC.
DIRECTORS
|
Robert L. Benroth Herbert H. Huffman H. Edward Rigel David P. Roach |
Daniel W. Schutt – Chairman R. Steven Unverferth Brian D. Young |
OFFICERS
Brian D. Young - President/CEO
Klint D. Manz- CFO
Denise E. Giesige - Secretary
THE UNION BANK COMPANY
DIRECTORS
|
Robert L. Benroth Anthony M.V. Eramo Herbert H. Huffman Kevin L. Lammon William R. Perry H. Edward Rigel |
David P. Roach Carol R. Russell Daniel W. Schutt R. Steven Unverferth Dr. Jane M. Wood Brian D. Young - Chairman/President/CEO |
INVESTOR MATERIALS:
United Bancshares, Inc. has traded its common stock on the NASDAQ Markets Exchange under the symbol “UBOH” since March 2001. Annual and quarterly shareholder reports, regulatory filings, press releases, and articles about United Bancshares, Inc. are available in the Shareholder Information section of our website www.theubank.com or by calling 1-800-837-8111.
Locations
1300 N. Main St.
Bowling Green, OH 43402
419-353-6088
100 S. High St.
Columbus Grove, OH 45830
419-659-2141
101 Progressive Dr.
Columbus Grove, OH 45830
419-659-4250
30 Coal Bend
Delaware, OH 43015
740-549-3400
114 E. 3rd St.
Delphos, OH 45833
419-692-2010
1500 Bright Rd.
Findlay, OH 45840
419-424-1400
222 S. Main St., Unit 1
Findlay, OH 45840
419-659-2141
461 Beecher Road
Gahanna, OH 43230
614-269-4400
230 W. Madison St.
Gibsonburg, OH 43431
419-637-2124
110 E. North St.
Kalida, OH 45853
419-532-3366
318 S. Belmore St.
Leipsic, OH 45856
419-943-2171
1410 Bellefontaine Ave.
Lima, OH 45804
419-229-6500
3211 Elida Rd.
Lima, OH 45805
419-331-3211
701 Shawnee Rd.
Lima, OH 45805
419-228-2114
111 S. Main St.
Marion, OH 43302
740-387-2265
220 Richland Rd.
Marion, OH 43302
740-386-2171
240 W. Fifth St.
Marysville, OH 43040
419-659-2141
245 W. Main St.
Ottawa, OH 45875
419-523-2265
103 E. Perry St.
Paulding, OH 45879
419-567-1075
132 E. Front St.
Pemberville, OH 43450
419-287-3211
2660 US Hwy 224, Ste. 3
Plymouth, OH 44865
419-659-2141
468 Polaris Parkway
Westerville, OH 43082
614-269-4402
Document And Entity Information |
Oct. 20, 2022 |
|---|---|
| Document Information [Line Items] | |
| Entity, Registrant Name | UNITED BANCSHARES, INC/OH |
| Document, Type | 8-K |
| Document, Period End Date | Oct. 20, 2022 |
| Entity, Incorporation, State or Country Code | OH |
| Entity, File Number | 000-29283 |
| Entity, Tax Identification Number | 34-1516518 |
| Entity, Address, Address Line One | 105 Progressive Drive |
| Entity, Address, City or Town | Columbus Grove |
| Entity, Address, State or Province | OH |
| Entity, Address, Postal Zip Code | 45830-1241 |
| City Area Code | 419 |
| Local Phone Number | 659-2141 |
| Title of 12(b) Security | Common Stock |
| Trading Symbol | UBOH |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Entity, Emerging Growth Company | false |
| Amendment Flag | false |
| Entity, Central Index Key | 0001087456 |