8-K
United Bancshares Inc/Oh (UBOH)
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): July 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<br><br> <br>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 July 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 six month period ended June 30, 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 July 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 June 30, 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 September 15, 2022 to shareholders of record at the close of business on August 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 | Press Release dated July 21, 2022 |
| 99.2 | Quarterly Report dated July 21, 2022 |
| 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: July 21, 2022 | By: | /s/ Brian D. Young |
| Brian D. Young | ||
| President and Chief Executive Officer |
ex_397973.htm
Exhibit 99.1
On July 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 June 30, 2022, unaudited.
Quarterly Results
For the quarter ended June 30, 2022, the Corporation reported net income of $2,170,000, or $0.66 basic earnings per share, a decrease of $485,000 (18.3%) compared to the second quarter of 2021 net income of $2,655,000, or $0.81 basic earnings per share. The decrease in operating results for the second quarter of 2022 as compared to the same period in 2021 was primarily attributable to a decrease in non-interest income of $1,551,000 (41.1%) offset by an increase in net interest income of $246,000 (2.9%), a decrease in non-interest expenses of $510,000 (5.6%), and a decrease in the provision for income taxes of $310,000 (64.1%).
Net interest income for the second quarter of 2022 was $8,682,000, compared to $8,435,000 for the second quarter of 2021, an increase of $247,000. Interest on the investment portfolio and other interest increased $677,000 and interest expense decreased $242,000. Loan interest income decreased $672,000, due primarily to a reduction in Paycheck Protection Program (PPP) loan fees of $771,000.
Non-interest income for the second quarter of 2022 was $2,226,000, compared to $3,777,000 for the second quarter of 2021, a decrease of $1,551,000. The decrease was primarily attributable to a decrease in gain on sales of loans of $2,777,000 (96.3%), offset by an increase in other non-interest income of $1,259,000 (141.1%). 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 June 30, 2022, there were 191 loans sold totaling $51.8 million, compared to 310 loans sold totaling $78.9 million during the same period of 2021. The net gain(loss) on sale was (0.08%) for the second quarter of 2022 compared to 3.50% 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 $1,106,000.
For the quarter ended June 30, 2022, non-interest expenses were $8,564,000, compared to $9,073,000 for the comparable quarter of 2021, a $509,000 (5.6%) decrease. The significant quarter-over-quarter decreases include salaries and benefits of $404,000 (8.0%), a result of lower mortgage loan commissions, advertising and promotional expense of $181,000 (31.0%), and loan origination expenses of $109,000 (27.9%), offset by increases in equipment service expense of $70,000 (28.2%), miscellaneous expense of $49,000, and asset management expense of $48,000.
Year to date results
Net income for the six months ended June 30, 2022 totaled $4,690,000, or $1.43 basic earnings per share, compared to $6,772,000, or $2.07 basic earnings per share for the same period in 2021, a decrease of $2,083,000 (30.7%). The decrease in operating results for the six month period ended June 30, 2022 as compared to the six month period ended June 30, 2021 was primarily attributable to a decrease in net interest income of $207,000 (1.2%) and a decrease in non-interest income of $4,211,000 (44.2%), offset by a decrease in non-interest expenses of $1,216,000 (6.7%), a decrease in the provision for loan losses of $300,000, and a decrease in the provision for income taxes of $819,000 (30.7%).
Net interest income totaled $16,884,000 for the six months ended June 30, 2022, compared to $17,090,000 for the same period in 2021, a decrease of $206,000. Interest on the investment portfolio and other interest income increased $1,224,000 and interest expense decreased $514,000. Loan interest income decreased $1,944,000, due primarily to a reduction in PPP loan fees of $1,483,000.
Non-interest income for the six months ended June 30, 2022 totaled $5,307,000, compared to $9,518,000 for the same period in 2021, a decrease of $4,211,000. The decrease in non-interest income was primarily attributable to decreases in gain on sales of loans of $6,775,000 (90.8%), offset by an increase in other non-interest income of $2,638,000 (128.0%). 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 six months ended June 30, 2022, there were 383 loans sold totaling $107.1 million at a net gain on sale of 0.41% compared to the same period of 2021 when there were 770 loans sold totaling $196.5 million at a net gain on sale of 3.50%. The increase in other non-interest income was due to an increase in income from the Corporation’s loan hedging program of $2,354,000.
Non-interest expenses were $16,963,000 for the six months ended June 30, 2022, compared to $18,179,000 for the same period in 2021, a decrease of $1,216,000. The decrease in non-interest expenses was primarily attributable to decreases in salaries and benefits of $876,000 (8.5%), a result of lower mortgage loan commissions, advertising and promotional expense of $175,000 (16.1%), loan origination expenses of $373,000 (43.9%), offset by increases in equipment service expense of $73,000 (13.6%), ATM processing expense of $49,000 (12.0%), and asset management expense of $43,000.
Balance Sheet Fluctuations
Total assets amounted to $1.11 billion at June 30, 2022 compared to $1.08 billion at December 31, 2021, an increase of $34.1 million (3.2%). The increase in total assets was primarily the result of increases of $28.7 million (38.2%) in cash and cash equivalents, and $16.0 million (2.7%) in net loans, offset by a $21.0 million (6.8%) decrease in securities available for sale. Deposits totaled $998.2 million at June 30, 2022, compared to $930.4 million at December 31, 2021, an increase of $67.8 million (7.3%).
Shareholders’ equity decreased $32.0 million (26.9%) from $119.1 million at December 31, 2021 to $87.1 million at June 30, 2022. This was the result of an increase in unrealized losses on available for sale securities, net of tax of $35.4 million and dividends paid of $1,377,000 offset by net income of $4,690,000. The increase in unrealized losses on available for sale securities from December 31, 2021 to June 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 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.
ex_397974.htm
Exhibit 99.2
United Bancshares, Inc.
Quarterly Report
June 30, 2022
Shareholders, Clients and Team Members:
I am proud 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 first half of 2022. Those positive results include income before taxes of $5.2 million, return on average assets of 0.87%, and return on average equity of 12.7%. 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 September 15, 2022. The dividend is approximately 32% of the reported net income for the second quarter of 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 significant negative impact on your Company’s financial performance, including significant reductions in residential mortgage activity, funding costs pressure, and tepid loan demand. While these factors were formidable obstacles, the team was able to grow deposits and relationship loans at a steady pace and maintain a reasonable net interest margin at 3.52%.
The continued accomplishments of your Company are 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) | Six months ended<br><br> <br>June 30,<br><br> <br>2022 | Six months ended<br><br> <br>June 30,<br><br> <br>2021 | ||||
|---|---|---|---|---|---|---|
| (dollars in thousands, except per share data) | ||||||
| CONDENSED STATEMENTS OF INCOME | ||||||
| Interest income | $ | 18,018 | $ | 18,738 | ||
| Interest expense | 1,134 | 1,648 | ||||
| Net interest income | 16,884 | 17,090 | ||||
| Provision for loan losses | - | 300 | ||||
| Net interest income after provision for loan losses | 16,884 | 16,790 | ||||
| Non-interest income | 5,307 | 9,518 | ||||
| Non-interest expense | 16,963 | 18,179 | ||||
| Income before income taxes | 5,228 | 8,129 | ||||
| Provision for income taxes | 538 | 1,357 | ||||
| Net income | $ | 4,690 | $ | 6,772 | ||
| Average common shares outstanding (basic) | 3,278,731 | 3,278,347 | ||||
| PER COMMON SHARE | ||||||
| Net income | $ | 1.43 | $ | 2.07 | ||
| Book value | $ | 26.57 | $ | 35.29 | ||
| Tangible book value (non-GAAP)* | $ | 17.71 | $ | 26.39 | ||
| Closing price | $ | 28.46 | $ | 35.80 | ||
| FINANCIAL RATIOS | ||||||
| Return on average assets | 0.87 | % | 1.32 | % | ||
| Return on average tangible equity (non-GAAP)* | 12.66 | % | 16.21 | % | ||
| Net interest margin, tax equivalent (non-GAAP)* | 3.52 | % | 3.69 | % | ||
| Efficiency ratio (non-GAAP)* | 74.83 | % | 67.42 | % | ||
| Loans to deposits | 62.67 | % | 67.27 | % |
PERIOD END BALANCES
| As of<br><br> <br>June 30,<br><br> <br>2022 | As of<br><br> <br>December 31,<br><br> <br>2021 | |||
|---|---|---|---|---|
| Assets | $ | 1,110,640 | $ | 1,076,556 |
| Loans, gross | $ | 625,562 | $ | 609,559 |
| Deposits | $ | 998,191 | $ | 930,413 |
| Shareholders' equity | $ | 87,122 | $ | 119,095 |
| Common shares outstanding | 3,279,513 | 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 | June 30,<br><br> <br>2022 | June 30,<br><br> <br>2021 | ||||
|---|---|---|---|---|---|---|
| Shareholders' equity | $ | 87,122 | $ | 115,716 | ||
| Less goodwill and other intangibles | 29,045 | 29,187 | ||||
| Tangible common equity | $ | 58,077 | $ | 86,529 | ||
| Average Shareholders' equity | $ | 103,158 | $ | 112,750 | ||
| Less average goodwill and other intangibles | 29,074 | 29,217 | ||||
| Average tangible common equity | $ | 74,084 | $ | 83,533 | ||
| Tangible Book Value Per Common Share | **** | **** | **** | **** | **** | **** |
| Tangible common equity (a) | $ | 58,077 | $ | 86,529 | ||
| Total common shares issued and outstanding (b) | 3,279,513 | 3,279,076 | ||||
| Tangible book value per common share (a)/(b) | $ | 17.71 | $ | 26.39 | ||
| Return on Average Tangible Equity | **** | **** | **** | **** | **** | **** |
| Net income, annualized (c) | $ | 9,380 | $ | 13,544 | ||
| Average tangible common equity (d) | $ | 74,084 | $ | 83,533 | ||
| Return on average tangible common equity (c/d) | 12.66 | % | 16.21 | % | ||
| Net Interest Margin, Tax-Equivalent | **** | **** | **** | **** | **** | **** |
| Net interest income, annualized | $ | 33,768 | $ | 34,180 | ||
| Tax-equivalent adjustment, annualized | 956 | 710 | ||||
| Tax-equivalent net interest income, annualized (e) | $ | 34,724 | $ | 34,890 | ||
| Average earning assets (f) | $ | 985,369 | $ | 946,361 | ||
| Net interest margin, tax-equivalent (e)/(f) | 3.52 | % | 3.69 | % | ||
| Efficiency Ratio, Tax-Equivalent | **** | **** | **** | **** | **** | **** |
| Non-interest expense, annualized (g) | $ | 33,926 | $ | 36,358 | ||
| Tax-equivalent net interest income, annualized | 34,724 | 34,890 | ||||
| Non-interest income, annualized | 10,614 | 19,036 | ||||
| Total revenue, annualized (h) | $ | 45,338 | $ | 53,926 | ||
| Efficiency ratio (g)/(h) | 74.83 | % | 67.42 | % |
UNITED BANCSHARES, INC.
DIRECTORS
| Robert L. Benroth<br><br> <br>Herbert H. Huffman<br><br> <br>H. Edward Rigel<br><br> <br>David P. Roach | Daniel W. Schutt – Chairman<br><br> <br>R. Steven Unverferth<br><br> <br>Brian D. Young |
|---|
OFFICERS
Brian D. Young - President/CEO
Heather M. Oatman - Secretary
THE UNION BANK COMPANY
DIRECTORS
| Robert L. Benroth<br><br> <br>Anthony M.V. Eramo<br><br> <br>Herbert H. Huffman<br><br> <br>Kevin L. Lammon<br><br> <br>William R. Perry<br><br> <br>H. Edward Rigel | David P. Roach<br><br> <br>Carol R. Russell<br><br> <br>Daniel W. Schutt<br><br> <br>R. Steven Unverferth<br><br> <br>Dr. Jane M. Wood<br><br> <br>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