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): January 24, 2020
UNITED BANCSHARES, INC.
(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 January 24, 2020, United Bancshares, Inc. issued an earnings release announcing its financial results for the quarter and year ended December 31, 2019.
On January 24, 2020, United Bancshares, Inc. issued a quarterly report to shareholders, clients and team members announcing its financial results for the quarter and year ended December 31, 2019, which report included unaudited condensed financial statements.
A copy of the earnings release (Exhibit 99.1) and quarterly report (Exhibit 99.2) are attached.
The information in this Item 2.02, including Exhibit 99.1 and Exhibit 99.2 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 January 24, 2020, United Bancshares, Inc. issued an earnings release announcing its financial results for the quarter and year ended December 31, 2019.
On January 24, 2020, United Bancshares, Inc. issued a quarterly report to shareholders, clients and team members announcing its financial results for the quarter and year ended December 31, 2019, which report included unaudited condensed financial statements.
A copy of the release (Exhibit 99.1) and quarterly report (Exhibit 99.2) are attached.
The information in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2 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 |
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: January 24, 2020 |
By: |
/s/ Brian D. Young |
|
|
|
Brian D. Young |
|
|
|
President and Chief Executive Officer |
|
Exhibit 99.1
On January 24, 2020, 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 $880.0 million today announced operating results for the quarter and year ended December 31, 2019, unaudited.
For the quarter ended December 31, 2019, the Corporation reported net income of $4,144,000, or $1.27 basic earnings per share. This compares to the fourth quarter of 2018 net income of $2,435,000, or $0.74 basic earnings per share. The increase in operating results for the fourth quarter of 2019 as compared to the same period in 2018 was primarily attributable to increases in net interest income of $165,000, non-interest income of $3,020,000, and a decrease in the provision for income taxes of $68,000, offset by increases in non-interest expenses of $1,494,000, and provision for loan loss of $50,000.
Net income for the year ended December 31, 2019 totaled $10,661,000, or $3.26 basic earnings per share compared to $8,220,000, or $2.51 basic earnings per share for the same period in 2018. Compared with the same period in 2018, net income increased $2,441,000, or 29.7%. The increase in operating results for the year ended December 31, 2019 as compared to the year ended December 31, 2018 was primarily attributable to increases in net interest income of $688,000, and non-interest income of $5,620,000, offset by increases in non-interest expenses of $3,680,000, provision for loan loss of $100,000 and provision for income taxes of $86,000.
For the quarter ended December 31, 2019, non-interest income was $5,574,000, compared to $2,554,000 for the fourth quarter of 2018, a $3,020,000 increase, which was primarily attributable to increases in gain on sales of loans of $1,411,000 (112.8%), and other non-interest income of $1,608,000. For the year ended December 31, 2019, non-interest income was $15,048,000, compared to $9,428,000 for same period in 2018, an increase of $5,620,000 (59.6%) which was primarily attributable to increases in gain on sales of loans of $4,396,000 (94.0%), an increase in other non-interest income of $1,215,000 (25.5%), and an increase in net securities gains (losses) of $9,000. The significant increase in gain on sale of loans was attributable to the residential mortgage and governmental lending operations. As previously reported, the Corporation recorded an additional tax liability, as well as certain other measurement date deferred tax adjustments, during the third quarter of 2018 related to its acquisition of Benchmark that resulted in a $3.4 million increase to goodwill. The increase in other non-interest income resulted from the Company’s settlement of claims arising from those adjustments, which resulted in its recording a one-time net income recovery of $1,980,000 during the fourth quarter.
For the quarter ended December 31, 2019, non-interest expenses were $8,332,000, compared to $6,838,000 for the fourth quarter of 2018, a $1,494,000 (21.9%) increase. The significant quarter-over-quarter increases included salaries and benefits expense of $1,044,000 (25.8%), legal fees of $127,000, loan fees of $125,000 (51.6%), consultant fees of $94,000, and information technology expenses of $75,000 (227.2%), offset by a decrease in the FDIC assessment of $70,000 (100.0%).
For the year ended December 31, 2019, non-interest expenses totaled $31,117,000, compared to $27,437,000 for the same period of 2018, an increase of $3,680,000 (13.4%) which was primarily attributable to increases in salaries and benefits expense of $2,762,000 (17.4%), loan fees of $432,000 (46.9%), legal fees of $77,000 (24.3%), consultant fees of $93,000, ATM processing expenses of $101,000 (15.2%), and information technology expenses of $105,000 (92.0%), offset by a decrease in the FDIC assessment of $184,000 (69.9%).
Total assets amounted to $880.0 million at December 31, 2019, compared to $830.3 million at December 31, 2018, an increase of $49.7 million (6.0%). The increase in total assets was primarily the result of increases of $9.9 million in cash and cash equivalents (due to deposit growth), $14.2 million in net loans, $7.6 million in loans held for sale, and $16.3 million in securities available-for-sale. Deposits during this same period increased $40.9 million (6.1%).
Shareholders’ equity increased from $80.9 million at December 31, 2018 to $94.8 million at December 31, 2019. This increase was primarily the result of net income during the year ended December 31, 2019 of $10,661,000 and an increase in unrealized securities gains, net of tax of $4,636,000, offset by dividends paid of $1,701,000. The increase in unrealized securities gains during the year ended December 31, 2019, was the result of customary and expected changes in the bond market. Net unrealized gains and losses on securities are reported as accumulated other comprehensive income (loss) in the consolidated balance sheets.
United Bancshares, Inc. is the holding company of The Union Bank Company which serves Allen, Delaware, Franklin, Hancock, Marion, 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, 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 2018 Form 10-K.
Exhibit 99.2
United Bancshares, Inc.
Quarterly Report
December 31, 2019
Shareholders, Clients and Team Members:
I am pleased to report that as a result of the effort and commitment of our team members that once again your Company had a successful year. In addition to reporting income before taxes of approximately $12.3 million, return on average tangible equity of 18.49% and return on average assets of 1.24%, all noticeable increases from previous years, your company continues to focus on sustainable growth. We continue to believe that growth in full relationships with our clients is key to the continued increase in income generation for our shareholders. As such, we continue to focus our activities around driving those relationships across services and product lines.
These focused activities led to year over year growth of 2.6% in loans and 6.1% in deposits. During this same period, the Company recognized a 94.0% increase in gain on loan sales. While net interest income will continue to be our largest source of income, the enduring challenges of industry-wide margin compression make it increasingly important to generate non-interest income. Both our residential mortgage activities and governmental lending units are providing those opportunities, while at the same time capturing customer relationships during those transactions. Relationship banking is, has been, and will continue to be the fundamental driver of our long-term profitability and success.
It is also important to note that during the fourth quarter of 2019, the company realized an increase in other non-interest income due to the settlement of claims related to prior year tax adjustments which resulted in recording a one-time net income recovery of $1,980,000.
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 December 31, 2019 |
Year ended December 31, 2018 |
||||||
(dollars in thousands, except per share data) |
||||||||
Condensed Statement of Income |
||||||||
Interest income |
$ | 37,819 | $ | 34,365 | ||||
Interest expense |
8,924 | 6,158 | ||||||
Net interest income |
28,895 | 28,207 | ||||||
Provision for loan losses |
550 | 450 | ||||||
Net interest income after provision for loan losses |
28,345 | 27,757 | ||||||
Non-interest income |
15,048 | 9,428 | ||||||
Non-interest expenses |
31,117 | 27,436 | ||||||
Income before income taxes |
12,276 | 9,749 | ||||||
Provision for income taxes |
1,615 | 1,529 | ||||||
Net income |
$ | 10,661 | $ | 8,220 | ||||
Average common shares outstanding (basic) |
3,270,878 | 3,268,667 | ||||||
PER COMMON SHARE |
||||||||
Net income |
$ | 3.26 | $ | 2.51 | ||||
Book value |
$ | 29.00 | $ | 24.76 | ||||
Tangible book value (non-GAAP)* |
$ | 19.99 | $ | 15.71 | ||||
Closing price |
$ | 22.71 | $ | 20.02 | ||||
FINANCIAL RATIOS |
||||||||
Return on average assets |
1.24 |
% |
1.02 |
% |
||||
Return on average tangible equity (non-GAAP) |
18.49 |
% |
16.79 |
% |
||||
Net interest margin |
3.76 |
% |
3.97 |
% |
||||
Efficiency ratio |
70.03 |
% |
72.03 |
% |
||||
Loans (including held for sale) to deposits |
83.68 |
% |
85.45 |
% |
PERIOD END BALANCES
As of December 31, 2019 |
As of December 31, 2018 |
|||||||
Assets |
$ | 880,014 | $ | 830,300 | ||||
Loans, gross |
$ | 576,424 | $ | 561,614 | ||||
Deposits |
$ | 707,134 | $ | 666,236 | ||||
Shareholders' equity |
$ | 94,781 | $ | 80,944 | ||||
Common shares outstanding |
3,268,095 | 3,269,358 |
* Tangible book value per share is calculated by dividing tangible equity by average shares outstanding.
(a) Goodwill and other intangibles for the December 31, 2019 period, as compared to the December 31, 2018 period, includes the impact of the $3.2 million goodwill adjustment made in August 2018 as a result of a review of the accounting and tax implications of the September 2017 Benchmark Bancorp, Inc. transaction.
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
Stacy A. Cox – Chief Financial Officer
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 |
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
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
245 W. Main St.
Ottawa, OH 45875
419-523-2265
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