false 0001087456 0001087456 2022-04-21 2022-04-21
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
 
 
FORM 8-K
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): April 21, 2022
 
UNITED BANCSHARES, INC/OH
(Exact name of Registrant as specified in its Charter)
 
 
Ohio
000-29283
34-1516518
(State or other jurisdiction of
incorporation)
(Commission File No.)
(IRS Employer Identification Number)
 
105 Progressive Drive, Columbus Grove, Ohio
45830-1241
(Address of principal executive offices)
(Zip Code)
 
Registrant’s telephone number, including area code:
(419) 659-2141
 
N/A
(Former name or former address, if changed since last report)
 
Securities registered or to be registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading Symbol(s)
Name of Each Exchange
Common Stock, No Par Value
UBOH
NASDAQ Global Market
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company ☐                     
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
 
 
 
Item 2.02 Results of Operations and Financial Condition.
 
On April 21, 2022, United Bancshares, Inc. separately issued a quarterly report to shareholders, clients and team members and an earnings press release announcing its results of operations and financial condition for and as of, respectively, the quarter and year ended March 31, 2022, unaudited.  
 
A copy of the earnings release (Exhibit 99.1) and quarterly report (Exhibit 99.2) are furnished herewith.
 
The information furnished herewith, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that Section, nor shall such information be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933 (the “Securities Act”) or the Exchange Act, except as otherwise stated in such filing.
 
Item 7.01 Regulation FD Disclosure.
 
On April 21, 2022, United Bancshares, Inc. separately issued a quarterly report to shareholders, clients and team members and a press release announcing its results of operations and financial condition for and as of, respectively, the quarter and year ended March 31, 2022, unaudited. The quarterly report to shareholders, clients and team members also announces the approval by its Board of Directors of a cash dividend of $0.21 per common share payable June 15, 2022 to shareholders of record at the close of business on May 31, 2022. 
 
A copy of the release (Exhibit 99.1) and quarterly report (Exhibit 99.2) are furnished herewith.
 
The information furnished herewith, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that Section, nor shall such information be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act or the Exchange Act, except as otherwise stated in such filing.
 
Item 9.01 Financial Statements and Exhibits.
 
(d) Exhibits
 
Exhibit No.
Description
   
99.1
99.2
104
104 Cover Page Interactive Data File
 
 
 
 
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.
 
 
United Bancshares, Inc.
  
       
       
Date:  April 21, 2022
By:
/s/ Brian D. Young
  
   
Brian D. Young
  
   
President and Chief Executive Officer
  
 
 
 

Exhibit 99.1

 

On April 21, 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 March 31, 2022, unaudited.

 

For the quarter ended March 31, 2022, the Corporation reported net income of $2,520,000, or $0.77 basic earnings per share. This compares to the first quarter of 2021 net income of $4,117,000, or $1.26 basic earnings per share. The decrease in operating results for the first quarter of 2022 as compared to the same period in 2021 was primarily attributable to a decrease in non-interest income of $2,660,000 (46.3%), and a decrease in net interest income of $453,000 (5.2%), offset by a decrease in non-interest expenses of $707,000 (7.8%), a decrease in the provision for income taxes of $509,000 (58.3%) and a decrease in the provision for loan losses of $300,000 (100.0%). The decrease in net interest income resulted from a decrease of interest income of $725,000, due primarily to a reduction in Paycheck Protection Program (PPP) loan fees of $712,000, offset by a decrease in interest expense of $272,000 resulting from lower rates on deposits.

 

For the quarter ended March 31, 2022, non-interest income was $3,081,000, compared to $5,741,000 for the first quarter of 2021, a $2,660,000 decrease. The decrease was primarily attributable to a decrease in gain on sales of loans of $3,999,000 (87.4%), and an increase of loss on securities of $41,000, offset by an increase in other non-interest income of $1,380,000 (118.0%). 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 March 31, 2022, there were 192 loans sold totaling $55.3 million, compared to 460 loans sold totaling $117.6 million during the same period of 2021. The net gain on sale was 0.86% for the first quarter of 2022 compared to 3.70% for the same period of 2021. The increase in other non-interest income was primarily related to an increase in income from the Corporation’s loan hedging program of $1,247,000.

 

For the quarter ended March 31, 2022, non-interest expenses were $8,399,000, compared to $9,106,000 for the comparable quarter of 2021, a $707,000 (7.8%) decrease.  The significant quarter-over-quarter decreases include salaries and benefits of $472,000 (9.1%), loan fees of $264,000 (57.4%), and miscellaneous expense of $87,000 (90.1%).

 

Total assets amounted to $1.07 billion at March 31, 2022 compared to $1.08 billion at December 31, 2021, a decrease of $7.2 million (0.67%). The decrease in total assets was primarily the result of decreases of $9.6 million (12.8%) in cash and cash equivalents, and $11.0 million (3.6%) in securities available-for-sale, offset by a $4.6 million (0.1%) increase in net loans. Deposits totaled $944.8 million at March 31, 2022, compared to $930.4 million at December 31, 2021, an increase of $14.4 million (1.6%).

 

Shareholders’ equity decreased $19.7 million (16.6%) from $119.1 million at December 31, 2021 to $99.4 million at March 31, 2022. This was the result of an increase in unrealized securities losses, net of tax of $21.6 million and dividends paid of $688,000 offset by net income of $2,520,000. The increase in unrealized securities losses from December 31, 2021 to March 31, 2022 was attributable to increasing long-term treasury yields.  Net unrealized gains and losses on securities are reported as accumulated other comprehensive income in the consolidated balance sheets.

 

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

March 31, 2022

 

Shareholders, Clients and Team Members:

 

I am pleased to report that your Company is off to a solid start in 2022. In addition to reporting pre-tax income of approximately $2.9 million for the quarter ended March 31, 2022, the Company reported 11.96% return on average tangible shareholders’ equity, strong asset quality metrics and modest increases in gross loans and total deposits.  I am also pleased to report that the Board of Directors declared a $0.21 per common share dividend payable June 15, 2022 to shareholders of record at the close of business on May 31, 2022.  The dividend is approximately 27% of the reported net income for the first quarter of 2022.

 

Earnings for the quarter were suppressed by significant headwinds for our residential mortgage team and growing inflation in our markets, however, the team successfully built core marginal income sources over the past four quarters to offset some of those negative impacts.  While many banks and mortgage companies have decided to eliminate or greatly downsize residential mortgage areas because of this downturn, we believe that continuing to expand in this space will provide strong long-term returns for our shareholders. We also remain excited about the growing pipeline in our SBA product lines, which is another significant source of non-interest income for the Company.

 

The continued accomplishments of your Company is the undeniable result of the ongoing efforts of the Company’s dedicated team members and Board of Directors in implementing our Strategic Plan. Their efforts and our strong corporate values of respect for and accountability to our shareholders, clients, colleagues, and communities are the foundation for the continued success of your Company.  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)

  

Year ended

March 31,

2022

    

Year ended

March 31,

2021

  
   

(dollars in thousands, except per share data)

  

CONDENSED STATEMENTS OF INCOME

                

Interest income

   $ 8,765     $ 9,490  

Interest expense

     563       835  

Net interest income

     8,202       8,655  

Provision for loan losses

     -       300  

Net interest income after provision for loan losses

     8,202       8,355  

Non-interest income

     3,081       5,741  

Non-interest expense

     8,399       9,106  

Income before income taxes

     2,884       4,990  

Provision for income taxes

     364       873  

Net income

   $ 2,520     $ 4,117  
                 

Average common shares outstanding (basic)

     3,278,044       3,277,744  
                 

PER COMMON SHARE

                

Net income

   $ 0.77     $ 1.26  

Book value

   $ 30.30     $ 34.18  

Tangible book value (non-GAAP)*

   $ 21.43     $ 25.27  

Closing price

   $ 32.02     $ 25.25  
                 

FINANCIAL RATIOS

                

Return on average assets

     0.94

%

     1.66

%

Return on average tangible equity (non-GAAP)*

     11.96

%

     19.94

%

Net interest margin, tax equivalent (non-GAAP)*

     3.42

%

     3.85

%

Efficiency ratio (non-GAAP)*

     72.95

%

     62.51

%

Loans to deposits

     65.01

%

     71.62

%

 

PERIOD END BALANCES

 

   

As of

March 31,

2022

    

As of

December 31,

2021

  

Assets

  

$

1,069,358

    

$

1,076,556

  

Loans, gross

  

$

614,204

    

$

609,559

  

Deposits

  

$

944,832

    

$

930,413

  

Shareholders' equity

  

$

99,366

    

$

119,095

  
                 

Common shares outstanding

    

3,279,238

      

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

  

March 31,

2022

    

March 31,

2021

  

Shareholders' equity

   $ 99,365     $ 112,071  

Less goodwill and other intangibles

     29,080       29,224  

Tangible common equity

   $ 70,285     $ 82,847  

Average Shareholders' equity

   $ 113,396     $ 111,839  

Less average goodwill and other intangibles

     29,092       29,236  

Average tangible common equity

   $ 84,304     $ 82,603  
                 

Tangible Book Value Per Common Share

                

Tangible common equity (a)

   $ 70,285     $ 82,847  

Total common shares issued and outstanding (b)

     3,279,238       3,278,789  

Tangible book value per common share (a)/(b)

   $ 21.43     $ 25.27  
                 

Return on Average Tangible Equity

                

Net income, annualized (c)

   $ 10,080     $ 16,468  

Average tangible common equity (d)

   $ 84,304     $ 82,603  

Return on average tangible common equity (c/d)

     11.96

%

     19.94

%
                 

Net Interest Margin, Tax-Equivalent

                

Net interest income, annualized

   $ 32,808     $ 34,620  

Tax-equivalent adjustment, annualized

     924       684  

Tax-equivalent net interest income, annualized (e)

   $ 33,732     $ 35,304  

Average earning assets (f)

   $ 986,711     $ 916,214  

Net interest margin, tax-equivalent (e)/(f)

     3.42

%

     3.85

%
                 

Efficiency Ratio, Tax-Equivalent

                

Non-interest expense, annualized (g)

   $ 33,596     $ 36,424  

Tax-equivalent net interest income, annualized

     33,732       35,304  

Non-interest income, annualized

     12,324       22,964  

Total revenue, annualized (h)

   $ 46,056     $ 58,268  

Efficiency ratio (g)/(h)

     72.95

%

     62.51

%

 

 
 

 

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

Heather M. Oatman - 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