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Share Name | Share Symbol | Market | Type |
---|---|---|---|
United Bancshares Inc | NASDAQ:UBOH | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 19.65 | 7.96 | 31.84 | 0 | 01:00:00 |
Ohio
|
34-1516518
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(State or other jurisdiction of
|
(I.R.S. Employer I.D. No.)
|
incorporation or organization)
|
Title of each class | Trading Symbol(s | Name of Each Exchange |
Common Stock, No Par Value | UBOH | OTCQX Market |
●
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deterioration of commercial real estate market fundamentals;
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defaults by our loan counterparties or trends;
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adverse changes in credit quality trends;
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declining asset prices;
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our ability to accurately estimate collateral values, future levels of nonperforming loans, and other borrower fundamentals as part of our credit review process;
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changes in local, regional and international business, economic or political conditions affecting the regions in which we operate;
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the extensive and increasing regulation of the U.S. financial services industry;
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changes in accounting policies, rules and interpretations;
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increasing capital and liquidity standards under applicable regulatory rules;
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unanticipated changes in our liquidity position, including but not limited to, changes in the cost of liquidity, our ability to enter the financial markets and to secure alternative funding sources;
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our ability to receive dividends from our subsidiary, The Union Bank Company;
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breaches of security or failures of our technology systems due to technological or other factors and cybersecurity threats;
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operational or risk management failures by us or critical third-parties;
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adverse judicial proceedings;
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the occurrence of natural or man-made disasters or conflicts or terrorist attacks;
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a reversal of the U.S. economic recovery due to financial, political or other shocks;
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our ability to anticipate interest rate changes and manage interest rate risk;
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deterioration of economic conditions in the geographic regions where we operate;
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the soundness of other financial institutions;
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our ability to attract and retain talented executives and employees and to manage our reputational risks;
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our ability to timely and effectively implement our strategic initiatives; and
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increased competitive pressure due to industry consolidation.
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Page(s)
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Part I
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|
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Item 1.
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4-16
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Item 1A.
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17-23
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Item 1B.
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24
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Item 2.
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24
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Item 3.
|
25
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Item 4.
|
25
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Part II | ||
Item 5.
|
25
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Item 6.
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25
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Item 7.
|
25
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Item 8.
|
25
|
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Item 9.
|
25
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Item 9A.
|
26
|
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Item 9B.
|
26
|
|
Part III | ||
Item 10.
|
27
|
|
Item 11.
|
33
|
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Item 12.
|
37
|
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Item 13.
|
39
|
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Item 14.
|
40
|
|
Part IV | ||
Item 15.
|
40
|
|
42
|
●
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the Consumer Financial Protection Bureau has been empowered to exercise broad regulatory, supervisory and enforcement authority with respect to both new and existing consumer financial protection laws;
|
|
●
|
the deposit insurance assessment base for federal deposit insurance has been expanded from domestic deposits to average assets minus average tangible equity;
|
|
●
|
the prohibition on the payment of interest on commercial demand deposits has been repealed;
|
|
●
|
the standard maximum amount of deposit insurance per customer has been permanently increased to $250,000;
|
|
●
|
new corporate governance requirements require new compensation practices, including, but not limited to, providing shareholders the opportunity to cast a non-binding vote on executive compensation, requiring compensation committees to consider the independence of compensation advisors and meeting new executive compensation disclosure requirements;
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●
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the Federal Reserve Board has established rules regarding interchange fees charged for electronic debit transactions by payment card issuers having assets over $10 billion. Although the cap is not applicable to Union Bank, it may have an adverse effect on Union Bank as the debit cards issued by Union Bank and other smaller banks, which have higher interchange fees, may become less competitive;
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●
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“ability to repay” regulations generally require creditors to make a reasonable, good faith determination (considering at least 8 specified underwriting factors) of a consumer’s ability to repay any consumer credit transaction secured by a dwelling (excluding an open-end credit plan, timeshare plan, reverse mortgage or temporary loan) and provides a presumption that the creditor making a “qualified mortgage” satisfied the ability-to-repay requirements; and
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|
●
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the authority of the Federal Reserve Board to examine financial holding companies and their non-bank subsidiaries was expanded.
|
•
|
the Truth-In-Lending Act, governing disclosures of credit terms to consumer borrowers;
|
•
|
the Home Mortgage Disclosure Act of 1975, requiring financial institutions to provide information to enable the public and public officials to determine whether a financial institution is fulfilling its obligation to help meet the housing needs of the community it serves;
|
•
|
the Equal Credit Opportunity Act, prohibiting discrimination on the basis of race, creed or other prohibited factors in extending credit;
|
•
|
the Fair Credit Reporting Act of 1978, governing the use and provision of information to credit reporting agencies;
|
•
|
the Fair Debt Collection Act, governing the manner in which consumer debts may be collected by collection agencies; and
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•
|
the rules and regulations of the various federal agencies charged with the responsibility of implementing these federal laws.
|
•
|
the Truth-In-Savings Act, governing disclosures of account terms to consumer depositors;
|
•
|
the Right to Financial Privacy Act, which imposes a duty to maintain confidentiality of consumer financial records and prescribes procedures for complying with administrative subpoenas of financial records; and
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•
|
the "Electronic Funds Transfer Act" and Regulation E issued by the Federal Reserve to implement that act, which govern automatic deposits to and withdrawals from deposit accounts and customers' rights and liabilities arising from the use of automated teller machines and other electronic banking services.
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|
DISTRIBUTION OF ASSETS, LIABILITIES AND SHAREHOLDERS’ EQUITY; INTEREST RATES AND INTEREST DIFFERENTIA
|
|
The following are the average balance sheets for the years ended December 31:
|
2022
|
2021
|
2020
|
||||||||||
ASSETS
|
(in thousands)
|
|||||||||||
Interest-earning assets
|
||||||||||||
Securities (1)
|
||||||||||||
Taxable
|
$ | 158,151 | $ | 117,830 | $ | 102,448 | ||||||
Non-taxable
|
137,577 | 119,865 | 83,399 | |||||||||
Interest-bearing deposits
|
46,508 | 98,889 | 42,906 | |||||||||
Loans (2)
|
637,326 | 632,829 | 663,097 | |||||||||
Total interest-earning assets
|
979,562 | 969,413 | 891,850 | |||||||||
Non-interest-earning assets
|
||||||||||||
Cash and due from banks
|
13,343 | 10,408 | 7,607 | |||||||||
Premises and equipment, net
|
23,461 | 19,771 | 18,590 | |||||||||
Accrued interest receivable and other assets
|
66,021 | 57,027 | 56,018 | |||||||||
Allowance for loan losses
|
(10,385 | ) | (10,269 | ) | (6,237 | ) | ||||||
$ | 1,072,002 | $ | 1,046,350 | $ | 967,828 | |||||||
LIABILITIES AND SHAREHOLDERS' EQUITY
|
||||||||||||
Interest-bearing liabilities
|
||||||||||||
Deposits
|
||||||||||||
Savings and interest-bearing demand deposits
|
$ | 629,695 | $ | 555,004 | $ | 452,878 | ||||||
Time deposits
|
114,824 | 156,161 | 171,881 | |||||||||
Junior subordinated deferrable interest debentures
|
12,994 | 12,960 | 12,926 | |||||||||
Other borrowings
|
6,882 | 7,305 | 50,533 | |||||||||
Total interest-bearing liabilities
|
764,395 | 731,430 | 688,218 | |||||||||
Non-interest-bearing liabilities
|
||||||||||||
Demand deposits
|
208,102 | 193,810 | 168,179 | |||||||||
Accrued interest payable and other liabilities
|
7,034 | 6,129 | 9,800 | |||||||||
Shareholders' equity (3)
|
92,471 | 114,981 | 101,631 | |||||||||
$ | 1,072,002 | $ | 1,046,350 | $ | 967,828 |
(1)
|
Securities include securities available-for-sale, which are carried at fair value, and restricted bank stock carried at cost. The average balance includes monthly average balances of fair value adjustments and daily average balances for the amortized cost of securities.
|
(2)
|
Loan balances include principal balances of non-accrual loans and loans held for sale.
|
(3)
|
Shareholders’ equity includes average net unrealized appreciation (depreciation) on securities available-for-sale, net of tax.
|
|
DISTRIBUTION OF ASSETS, LIABILITIES AND SHAREHOLDERS’ EQUITY; INTEREST RATES AND INTEREST DIFFERENTIAL (CONTINUED)
|
|
The following tables set forth, for the years indicated, the condensed average balances of interest-earning assets and interest-bearing liabilities, the interest earned or paid on such amounts, and the average interest rates earned or paid thereon.
|
Year Ended December 31,
|
||||||||||||||||||||||||||||||||||||
2022
|
2021
|
2020
|
||||||||||||||||||||||||||||||||||
Average
|
Yield/
|
Average
|
Yield/
|
Average
|
Yield/
|
|||||||||||||||||||||||||||||||
Balance
|
Interest
|
Rate
|
Balance
|
Interest
|
Rate
|
Balance
|
Interest
|
Rate
|
||||||||||||||||||||||||||||
(In Thousands)
|
||||||||||||||||||||||||||||||||||||
Interest-earning assets
|
||||||||||||||||||||||||||||||||||||
Securities (1)
|
||||||||||||||||||||||||||||||||||||
Taxable
|
$ | 158,151 | $ | 3,137 | 1.98 | % | $ | 117,830 | $ | 1,977 | 1.68 | % | $ | 102,448 | $ | 1,938 | 1.89 | % | ||||||||||||||||||
Non-taxable (2)
|
137,577 | 4,697 | 3.41 | % | 119,865 | 3,615 | 3.02 | % | 83,399 | 2,705 | 3.24 | % | ||||||||||||||||||||||||
Loans (3, 4)
|
637,326 | 31,214 | 4.90 | % | 632,829 | 33,745 | 5.33 | % | 663,097 | 35,696 | 5.38 | % | ||||||||||||||||||||||||
Interest-bearing deposits
|
46,508 | 894 | 1.92 | % | 98,889 | 251 | 0.25 | % | 42,906 | 259 | 0.60 | % | ||||||||||||||||||||||||
Total interest-earning assets
|
$ | 979,562 | $ | 39,942 | 4.08 | % | $ | 969,413 | $ | 39,588 | 4.08 | % | $ | 891,850 | $ | 40,598 | 4.55 | % | ||||||||||||||||||
INTEREST-BEARING LIABILITIES
|
||||||||||||||||||||||||||||||||||||
Deposits
|
||||||||||||||||||||||||||||||||||||
Savings and interest-bearing demand deposits
|
$ | 629,695 | $ | 1,692 | 0.27 | % | $ | 555,004 | $ | 904 | 0.16 | % | $ | 452,878 | $ | 1,321 | 0.29 | % | ||||||||||||||||||
Time deposits
|
114,824 | 630 | 0.55 | % | 156,161 | 1,377 | 0.88 | % | 171,881 | 2,677 | 1.56 | % | ||||||||||||||||||||||||
Junior subordinated deferrable interest debentures
|
12,994 | 649 | 4.99 | % | 12,960 | 429 | 3.31 | % | 12,926 | 526 | 4.07 | % | ||||||||||||||||||||||||
Other borrowings
|
6,882 | 287 | 4.17 | % | 7,305 | 359 | 4.91 | % | 50,533 | 2,464 | 4.88 | % | ||||||||||||||||||||||||
Total interest-bearing liabilities
|
$ | 764,395 | $ | 3,258 | 0.43 | % | $ | 731,430 | $ | 3,069 | 0.42 | % | $ | 688,218 | $ | 6,988 | 1.02 | % | ||||||||||||||||||
Net interest income, interest rate spread, tax equivalent basis
|
$ | 36,684 | 3.65 | % | $ | 36,519 | 3.66 | % | $ | 33,610 | 3.53 | % | ||||||||||||||||||||||||
Net interest margin
|
3.74 | % | 3.77 | % | 3.77 | % |
(1)
|
Securities include securities available-for-sale, which are carried at fair value, and restricted bank stock carried at cost. The average balance includes monthly average balances of fair value adjustments and daily average balances for the amortized cost of securities.
|
(2)
|
Computed on tax equivalent basis for non-taxable securities and non-taxable loans (21% statutory rate).
|
(3)
|
Loan balances include principal balance of non-accrual loans and loans held for sale.
|
(4)
|
Interest income on loans includes fees of $3,111,000 in 2022, $8,368,000 in 2021 and $7,309,000 in 2020.
|
|
DISTRIBUTION OF ASSETS, LIABILITIES AND SHAREHOLDERS’ EQUITY; INTEREST RATES AND INTEREST DIFFERENTIAL (CONTINUED)
|
|
The following tables set forth the effect of volume and rate changes on interest income and expenses for the periods indicated. For purposes of these tables, changes in interest due to volume and rate were determined as follows:
|
●
|
This variance was allocated to volume variances and rate variances in proportion to the relationship of the absolute dollar amount of the change in each.
|
Year Ended December 31,
|
||||||||||||||||||||||||
2022 vs. 2021
|
2021 vs. 2020
|
|||||||||||||||||||||||
Total
|
Variance Attributable To
|
Total
|
Variance Attributable To
|
|||||||||||||||||||||
Variance
|
Volume
|
Rate
|
Variance
|
Volume
|
Rate
|
|||||||||||||||||||
INTEREST INCOME
|
(In Thousands)
|
|||||||||||||||||||||||
Securities -
|
||||||||||||||||||||||||
Taxable
|
$ | 1,160 | $ | 757 | $ | 403 | $ | 40 | $ | 272 | $ | (232 | ) | |||||||||||
Non-taxable
|
1,082 | 571 | 511 | 909 | 1,111 | (202 | ) | |||||||||||||||||
Loans
|
(2,531 | ) | 238 | (2,769 | ) | (1,976 | ) | (1,616 | ) | (360 | ) | |||||||||||||
Other
|
643 | (198 | ) | 841 | (8 | ) | 203 | (211 | ) | |||||||||||||||
Subtotal
|
354 | 1,368 | (1,014 | ) | (1,035 | ) | (30 | ) | (1,005 | ) | ||||||||||||||
INTEREST EXPENSE
|
||||||||||||||||||||||||
Deposits -
|
||||||||||||||||||||||||
Savings and interest-bearing demand deposits
|
788 | 135 | 653 | (417 | ) | 253 | (670 | ) | ||||||||||||||||
Time deposits
|
(747 | ) | (308 | ) | (439 | ) | (1,300 | ) | (226 | ) | (1,074 | ) | ||||||||||||
Junior subordinated deferrable interest debentures
|
220 | 1 | 219 | (97 | ) | 1 | (98 | ) | ||||||||||||||||
Other borrowings
|
(72 | ) | (20 | ) | (52 | ) | (2,105 | ) | (2,123 | ) | 18 | |||||||||||||
Subtotal
|
189 | (192 | ) | 381 | (3,919 | ) | (2,095 | ) | (1,824 | ) | ||||||||||||||
NET INTEREST INCOME
|
$ | 165 | $ | 1,560 | $ | (1,395 | ) | $ | 2,884 | $ | 2,065 | $ | 819 |
|
INVESTMENT PORTFOLIO
|
|
LOAN PORTFOLIO
|
|
Maturities and Sensitivities of Loans to Changes in Interest Rates – The following table shows the amounts of loans outstanding as of December 31, 2022 which, based on remaining scheduled repayments of principal, are due in the periods indicated. Also, the amounts have been classified according to sensitivity to changes in interest rates for amounts due after one year. (Variable-rate loans are those loans with floating or adjustable interest rates.)
|
Within one year
|
After one year
but within five
years
|
After five years
but within 15
years
|
After 15 years
|
|||||||||||||
Residential 1-4 family real estate
|
$ | 3,549 | $ | 11,682 | $ | 85,443 | $ | 28,709 | ||||||||
Commercial and multi-family real estate
|
15,729 | 56,884 | 315,034 | 83,121 | ||||||||||||
Commercial
|
35,920 | 20,402 | 20,001 | 1,607 | ||||||||||||
Consumer
|
184 | 4,206 | 1,032 | 72 | ||||||||||||
$ | 55,382 | $ | 93,174 | $ | 421,510 | $ | 113,509 |
Fixed Rate
|
Variable Rate
|
Total
|
||||||||||
Residential 1-4 family real estate
|
$ | 53,214 | $ | 72,620 | $ | 125,834 | ||||||
Commercial and multi-family real estate
|
97,902 | 357,137 | 455,039 | |||||||||
Commercial
|
27,669 | 14,341 | 42,010 | |||||||||
Consumer
|
4,994 | 316 | 5,310 | |||||||||
$ | 183,779 | $ | 444,414 | $ | 628,193 |
|
SUMMARY OF LOAN LOSS EXPERIENCE
|
|
The following schedule presents the ratio of net charge-offs (recoveries) to average loans outstanding by loan category and related ratios for the years ended December 31:
|
2022
|
2021
|
2020
|
2019
|
2018
|
||||||||||||||||
Residential 1-4 family real estate
|
-0.03 | % | -0.03 | % | 0.20 | % | 0.00 | % | -0.02 | % | ||||||||||
Commercial and multi-family real estate
|
0.00 | % | -0.01 | % | 0.03 | % | -0.04 | % | -0.05 | % | ||||||||||
Commercial
|
0.00 | % | 0.00 | % | -0.01 | % | 0.08 | % | -0.04 | % | ||||||||||
Consumer
|
-0.04 | % | 0.13 | % | 0.46 | % | 0.11 | % | 0.13 | % | ||||||||||
Net charge-offs to average loans outstanding
|
-0.01 | % | -0.01 | % | 0.05 | % | -0.01 | % | -0.04 | % | ||||||||||
Allowance for credit losses to total loans outstanding
|
1.38 | % | 1.70 | % | 1.58 | % | 0.72 | % | 0.63 | % | ||||||||||
Nonaccrual loans to total loans outstanding
|
0.14 | % | 0.05 | % | 0.15 | % | 0.17 | % | 0.26 | % | ||||||||||
Allowance for credit losses to nonaccrual loans
|
963.22 | % | 3,235.94 | % | 1,052 | % | 428.97 | % | 244.08 | % |
|
The following schedule is a breakdown of the allowance for loan losses allocated by type of loan and related ratios.
|
December 31,
|
||||||||||||||||||||||||||||||||||||||||
2022
|
2021
|
2020
|
2019
|
2018
|
||||||||||||||||||||||||||||||||||||
Percentage
|
Percentage
|
Percentage
|
Percentage
|
Percentage
|
||||||||||||||||||||||||||||||||||||
of Loans in
|
of Loans in
|
of Loans in
|
of Loans in
|
of Loans in
|
||||||||||||||||||||||||||||||||||||
Each Category
|
Each Category
|
Each Category
|
Each Category
|
Each Category
|
||||||||||||||||||||||||||||||||||||
Allowance
|
to Total
|
Allowance
|
to Total
|
Allowance
|
to Total
|
Allowance
|
to Total
|
Allowance
|
to Total
|
|||||||||||||||||||||||||||||||
Amount
|
Loans
|
Amount
|
Loans
|
Amount
|
Loans
|
Amount
|
Loans
|
Amount
|
Loans
|
|||||||||||||||||||||||||||||||
(dollars in thousands)
|
||||||||||||||||||||||||||||||||||||||||
Residential Real Estate
|
$ | 1,623 | 19.40 | % | $ | 1,719 | 19.61 | % | $ | 1,683 | 19.85 | % | $ | 592 | 23.36 | % | $ | 576 | 22.40 | % | ||||||||||||||||||||
Commercial and Multi Family Real Estate
|
6,566 | 68.47 | % | 7,121 | 65.45 | % | 6,664 | 57.44 | % | 2,536 | 62.13 | % | 2,355 | 62.26 | % | |||||||||||||||||||||||||
Commercial
|
1,134 | 11.33 | % | 1,414 | 14.03 | % | 1,515 | 21.65 | % | 939 | 13.12 | % | 534 | 14.16 | % | |||||||||||||||||||||||||
Consumer loans
|
78 | 0.80 | % | 101 | 0.90 | % | 132 | 1.06 | % | 64 | 1.39 | % | 62 | 1.18 | % | |||||||||||||||||||||||||
$ | 9,401 | 100.0 | % | $ | 10,355 | 100.0 | % | $ | 9,994 | 100.0 | % | $ | 4,131 | 100.0 | % | $ | 3,527 | 100.0 | % |
|
DEPOSITS
|
|
The average amount of deposits and average rates paid are summarized as follows for the years ended December 31:
|
2022
|
2021
|
2020
|
||||||||||||||||||||||
Average
|
Average
|
Average
|
Average
|
Average
|
Average
|
|||||||||||||||||||
Amount
|
Rate
|
Amount
|
Rate
|
Amount
|
Rate
|
|||||||||||||||||||
(dollars in thousands)
|
||||||||||||||||||||||||
Savings and interest-bearing demand deposits
|
$ | 629,695 | 0.27 | % | $ | 555,004 | 0.16 | % | $ | 452,878 | 0.29 | % | ||||||||||||
Time deposits
|
114,824 | 0.55 | % | 156,161 | 0.88 | % | 171,881 | 1.56 | % | |||||||||||||||
Demand deposits (non-interest bearing)
|
208,102 | - | 193,810 | - | 168,179 | - | ||||||||||||||||||
$ | 952,621 | $ | 904,975 | $ | 792,938 |
|
There were no foreign deposits in any periods presented.
|
|
Total uninsured deposits greater than $250,000 were $159,940,000 at December 31, 2022, $256,517,000 at December 31, 2021, and $196,425,000 at December 31, 2020. These amounts represent an estimate calculated using a reasonable set of methodology and assumptions. Maturities of certificates of deposit and other time deposits of $250,000 or more outstanding at December 31, 2022 are summarized as follows:
|
(in thousands)
|
||||
Three months or less
|
$ |
4,745
|
||
Over three months and through six months
|
1,100
|
|||
Over six months and through twelve months
|
3,189
|
|||
Over twelve months
|
9,224
|
|||
$ |
18,258
|
●
|
The ability to develop, maintain and build upon long-term customer relationships based on top quality service, high ethical standards and safe, sound assets.
|
|
●
|
The ability to expand the Corporation’s market position.
|
|
●
|
The scope, relevance and pricing of products and services offered to meet customer needs and demands.
|
|
●
|
The rate at which the Corporation introduces new products and services relative to its competitors.
|
|
●
|
Customer satisfaction with the Corporation’s level of service.
|
|
|
||
●
|
Industry and general economic trends.
|
Full-Service Branch Locations:
|
||
Bowling Green
|
Kalida
|
|
1300 North Main Street
|
110 East North Street
|
|
Columbus Grove
|
Leipsic
|
|
101 Progressive Drive
|
318 South Belmore Street
|
|
Delaware
|
Lima
|
|
30 Coal Bend Road
|
701 Shawnee Road
|
|
1410 Bellefontaine Avenue
|
||
Delphos
|
3211 Elida Road
|
|
114 East Third Street
|
||
Marion | ||
111 South Main Street
|
||
Findlay
|
220 Richland Road
|
|
1500 Bright Road | ||
Westerville | ||
Gahanna
|
468 Polari Parkway
|
|
461 Beecher Road | ||
Ottawa | ||
Gibsonburg
|
245 West Main Street
|
|
230 West Madison Street | ||
Paulding | ||
Pemberville
|
103 East Perry Street
|
|
132 East Front Street | ||
Pemberville
|
||
132 East Front Street
|
||
Loan Production Offices:
|
||
Findlay
|
Marysville
|
|
222 S. Main St., Unit 1
|
240 W. Fifth St.
|
|
Plymouth | ||
2660 US Highway 224 Suite 3 |
Item 3.
|
Legal Proceedings
|
Item 4.
|
Mine Safety Disclosures
|
Item 5.
|
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
Period
|
Total number of shares purchased
|
Weighted Average price paid per share
|
Total number of shares purchased as part of a publicly announced plan or program (1)
|
Maximum number of shares that may yet be purchased under the plan or program (1)
|
||||||||||||
10/01/2022 - 10/31/2022
|
- | $ | - | 0 | 338,693 | |||||||||||
11/01/2022 - 11/30/2022
|
10,000 | $ | 18.59 | 10,000 | 328,693 | |||||||||||
12/01/2022 - 12/31/2022
|
76,953 | $ | 23.64 | 76,953 | 251,740 |
(1)
|
A stock repurchase program (“Plan”) was announced on July 29, 2005 (100,000 shares authorized) and expanded by 100,000 shares on December 23, 2005, 200,000 shares on March 20, 2007, 200,000 shares on December 17, 2014, and 200,000 shares on November 18, 2021. The Plan authorizes the Corporation to repurchase up to 800,000 of the Corporation’s common shares from time to time in a program of market purchases or in privately negotiated transactions as the securities laws and market conditions permit.
|
Item 6.
|
Selected Financial Data
|
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
Item 7A.
|
Quantitative and Qualitative Disclosures about Market Risk
|
Item 8.
|
Financial Statements and Supplementary Data
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
Item 9A.
|
Controls and Procedures
|
Item 9B.
|
Other Information
|
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
Name
|
Age
|
Principal Occupation(1)
|
Positions
Held with
United
Bancshares
|
Director of
United
Bancshares
Since |
Director of
The Union Bank Company Since(2) |
Robert L. Benroth
|
60
|
Putnam County Auditor and Chief Financial Officer
|
Director
|
2003
|
2001
|
Herbert H. Huffman
|
72
|
Retired Educator
|
Director
|
2018
|
1993
|
H. Edward Rigel
|
80
|
Farmer, Rigel Farms, Inc.
|
Director
|
2000
|
1979
|
David P. Roach
|
72
|
Vice-President and General Manager for First Family Broadcasting of Ohio(3)
|
Director
|
2001
|
1997
|
Daniel W. Schutt
|
75
|
Retired Banker(4)
|
Director and Chairman
|
2005
|
2005
|
R. Steven Unverferth
|
70
|
Chairman, Unverferth Manufacturing Company, Inc.
|
Director
|
2005
|
1993
|
Brian D. Young
|
56
|
President and Chief Executive Officer of United Bancshares(5)
|
Director, President and CEO
|
2012
|
2008
|
(1)
|
Except as otherwise indicated in this Proxy Statement, each nominee has held the occupation identified for at least five years preceding the date of this Proxy Statement.
|
(2)
|
Indicates year first elected or appointed to the Board of Directors of The Union Bank Company, a subsidiary of United Bancshares, or either of its former affiliate banks, Bank of Leipsic or the Citizens Bank of Delphos.
|
(3)
|
Mr. Roach previously served as a Manager at Maverick Media Radio Stations of Ohio.
|
(4)
|
Mr. Schutt is now retired. Mr. Schutt has served as Vice Chairman of United Bancshares since April of 2015 and Chairman since 2018.
|
(5)
|
Mr. Young is the current President and Chief Executive Officer of United Bancshares and has served in such capacity since August 2012.
|
Name
|
Age
|
Principal Occupation
|
Positions Held
with United
Bancshares
|
Director of
United
Bancshares
Since
|
Director of
The Union
Bank Company
Since
|
Denise Giesige
|
55
|
Secretary of United Bancshares(1)
|
Secretary
|
N/A
|
N/A
|
Klint D. Manz
|
39
|
Chief Financial Officer(2)
|
CFO
|
N/A
|
N/A
|
Brian D. Young
|
56
|
President and Chief Executive Officer of United Bancshares
|
Director, President and CEO
|
2012
|
2008
|
(1)
|
Ms. Giesige was appointed the Secretary of United Bancshares and Human Resource Manager of The Union Bank Company on September 5, 2022. Prior to this appointment, Ms. Giesige served as the interim Secretary since July 19, 2022, and as Human Resource Specialist for The Union Bank Company since January 14, 2022. Ms. Giesige has been with the Company for 21 years.
|
(2)
|
Mr. Manz was appointed the Chief Financial Officer on July 19, 2022. Prior to this appointment, Mr. Manz served at The Union Bank Company as the Chief Lending Officer since January 1, 2021, and the Loan Product Manager since December 2, 2019. Mr. Manz has maintained his role as the Chief Lending Officer. Prior to this time Mr. Manz served as Assistant Controller, Profitability Account Manager and Commercial/Agriculture Lender with a bank with assets in excess of $3 billion.
|
Item 11.
|
Executive Compensation
|
Name and Principal Position
|
Year
|
Salary($)
(i)
|
Bonus($)
(ii)
|
Option
Awards
($)(1)
(iii)
|
Non-Equity
Incentive Compensation
($)
|
Nonqualified Deferred Compensation Earnings($)
|
All Other Compensation($)
(iv) (v)
|
Total($)
|
|||||||||||||||||||||
Brian D. Young, President and Chief Executive Officer of United Bancshares
|
2022
|
$ | 395,000 | $ | 90,000 | $ | 95,000 | N/A | N/A | $ | 72,254 | (2) | $ | 652,254 | |||||||||||||||
2021 | $ | 371,125 | $ | 95,000 | $ | 90,563 | N/A | N/A | $ | 68,047 | (3) | $ | 624,735 | ||||||||||||||||
2020 | $ | 355,183 | $ | 60,000 | $ | 87,500 | N/A | N/A | $ | 64,969 | (4) | $ | 567,652 | ||||||||||||||||
Klint D. Manz (5), Chief Financial Officer of United Bancshares
|
2022
|
$ | 171,250 | $ | 45,150 | $ | 24,375 | N/A | N/A | $ | 19,720 | (6) | $ | 260,495 | |||||||||||||||
2021 | $ | 157,904 | $ | 40,150 | $ | 23,250 | N/A | N/A | $ | 18,010 | (7) | $ | 239,314 | ||||||||||||||||
2020 | $ | 98,077 | $ | 5,150 | N/A | N/A | N/A | $ | 9,469 | (8) | $ | 112,696 |
(1)
|
Amounts reflect the grant date fair value of stock options as calculated pursuant to FASB ASC Topic 718. See Note 20 to the consolidated financial statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, regarding assumptions underlying valuation of equity awards.
|
(2)
|
Includes $9,150 of discretionary contributions to the Corporation’s Employee Stock Ownership Plan, pursuant to the grant by the Board of Directors to all employees during 2022, $18,300 of matching contributions pursuant to the terms of the Employee Stock Ownership Plan, and an accrual of $44,560 in connection with the officer’s defined benefit Salary Continuation Agreement, and $244 for life insurance premiums paid for the benefit of the officer.
|
(3)
|
Includes $8,700 of discretionary contributions to the Corporation’s Employee Stock Ownership Plan, pursuant to the grant by the Board of Directors to all employees during 2021, $17,400 of matching contributions pursuant to the terms of the Employee Stock Ownership Plan, and an accrual of $41,762 in connection with the officer’s defined benefit Salary Continuation Agreement, and $185 for life insurance premiums paid for the benefit of the officer.
|
(4)
|
Includes $8,550 of discretionary contributions to the Corporation’s Employee Stock Ownership Plan, pursuant to the grant by the Board of Directors to all employees during 2020, $17,100 of matching contributions pursuant to the terms of the Employee Stock Ownership Plan, and an accrual of $39,141 in connection with the officer’s defined benefit Salary Continuation Agreement, and $178 for life insurance premiums paid for the benefit of the officer.
|
(5)
|
Mr. Manz became Chief Lending Officer of The Union Bank Company on January 1, 2021, and the Chief Financial Officer of United Bancshares on July 19, 2022.
|
(6)
|
Includes $6,492 of discretionary contributions to the Corporation’s Employee Stock Ownership Plan, pursuant to the grant by the Board of Directors to all employees during 2022, and $12,984 of matching contributions pursuant to the terms of the Employee Stock Ownership Plan, and $244 for life insurance premiums paid for the benefit of the officer.
|
(7)
|
Includes $5,942 of discretionary contributions to the Corporation’s Employee Stock Ownership Plan, pursuant to the grant by the Board of Directors to all employees during 2021, and $11,883 of matching contributions pursuant to the terms of the Employee Stock Ownership Plan, and $185 for life insurance premiums paid for the benefit of the officer.
|
(8)
|
Includes $3,097 of discretionary contributions to the Corporation’s Employee Stock Ownership Plan, pursuant to the grant by the Board of Directors to all employees during 2020, and $6,194 of matching contributions pursuant to the terms of the Employee Stock Ownership Plan, and $178 for life insurance premiums paid for the benefit of the officer.
|
Option Awards
|
||||||||||||||||
Name
|
Number of
Securities
Underlying
Unexercised
Options
Exercisable (#)
|
Number of
Securities
Underlying
Unexercised
Options
Unexercisable (#)
|
Option
Exercise
Price ($)
|
Option
Expiration
Date
|
||||||||||||
Brian D. Young
|
9,911 | 0 | $ | 23.30 |
8/24/28
|
(1) | ||||||||||
10,940 | 0 | $ | 22.97 | 6/18/29 | (2) | |||||||||||
12,203 | 6,102 | $ | 16.67 | 7/21/30 | (3) | |||||||||||
2,697 | 5,396 | $ | 34.60 | 7/30/31 | (4) | |||||||||||
0 | 13,669 | $ | 23.10 | 8/16/32 | (5) | |||||||||||
Klint D. Manz
|
692 | 1,386 | $ | 34.60 |
7/30/31
|
(4) | ||||||||||
0 | 3,507 | $ | 23.10 | 8/16/32 | (5) | |||||||||||
Denise E. Giesige
|
N/A | N/A | N/A | N/A |
(1)
|
The options vest over three years on the anniversary date of issuance, at a rate of 33.33% per year (33.34% in the final year), beginning on August 24, 2019.
|
(2)
|
The options vest over three years on the anniversary date of issuance, at a rate of 33.33% per year (33.34% in the final year), beginning on June 18, 2020.
|
(3)
|
The options vest over three years on the anniversary date of issuance, at a rate of 33.33% per year (33.34% in the final year), beginning on July 21, 2021.
|
(4)
|
The options vest over three years on the anniversary date of issuance, at a rate of 33.33% per year (33.34% in the final year), beginning on July 30, 2022.
|
(5)
|
The options vest over three years on the anniversary date of issuance, at a rate of 33.33% per year (33.34% in the final year), beginning on August 16, 2023.
|
Name
|
Fees Earned or
Paid in Cash ($)
|
Total ($)
|
||||||
Robert L. Benroth
|
$ | 37,050 | (1) | $ | 37,050 | |||
Herbert H. Huffman
|
$ | 30,600 | (2) | $ | 30,600 | |||
H. Edward Rigel
|
$ | 31,900 | (3) | $ | 31,900 | |||
David P. Roach
|
$ | 30,900 | (4) | $ | 30,900 | |||
Daniel W. Schutt
|
$ | 42,900 | (5) | $ | 42,900 | |||
R. Steven Unverferth
|
$ | 31,750 | (6) | $ | 31,750 | |||
Brian D. Young (7)
|
N/A | N/A |
(1)
|
Constitutes $15,000 in compensation for service on the Board of Directors of the Corporation, $6,000 in compensation for service as Chairman of the Audit Committee, $15,000 in compensation for service on the Board of Directors of The Union Bank Company, and $1,050 in compensation for service on the Board Credit Committee of The Union Bank Company.
|
|
(2)
|
Constitutes $15,000 in compensation for service on the Board of Directors of the Corporation, $15,000 in compensation for service on the Board of Directors of The Union Bank Company, and $600 in compensation for service on the Board Credit Committee of The Union Bank Company.
|
|
(3)
|
Constitutes $15,000 in compensation for service on the Board of Directors of the Corporation, $1,000 in compensation for service as Chairman of the Nominating Committee, $15,000 in compensation for service on the Board of Directors of The Union Bank Company, and $900 in compensation for service on the Board Credit Committee of The Union Bank Company.
|
|
(4)
|
Constitutes $15,000 in compensation for service on the Board of Directors of the Corporation, $15,000 in compensation for service on the Board of Directors of The Union Bank Company and $900 in compensation for service on the Board Credit Committee of The Union Bank Company.
|
|
(5)
|
Constitutes $15,000 in compensation for service on the Board of Directors of the Corporation, $12,000 in compensation for service as Chairman of the Board, $15,000 in compensation for service on the Board of Directors of The Union Bank Company, and $900 in compensation for service on the Board Credit Committee of The Union Bank Company.
|
|
(6)
|
Constitutes $15,000 in compensation for service on the Board of Directors of the Corporation, $1,000 in compensation for service as Chairman of the Compensation Committee, $15,000 in compensation for service on the Board of Directors of The Union Bank Company, and $750 in compensation for service on the Board Credit Committee of The Union Bank Company.
|
(7)
|
Mr. Young receives no compensation related to his capacity as a director of United Bancshares and The Union Bank Company.
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
Title of Class
|
Name and Address of
Beneficial Owner
|
Numbers of Shares
Beneficially Owned
|
Percent of
Class
|
||||||
Common
|
Joe S. Edwards, Jr.
2626 Shoreline Drive
Lima, Ohio 45805
|
185,101 (1) | 5.87% | ||||||
Common
|
Tontine Financial Partners, L.P.,
1 Sound Shore Drive, Suite 304,
Greenwich, Connecticut 06830
|
294,327 (2) | 9.33% | ||||||
Common
|
United Bancshares, Inc. Restated Employee
Stock Ownership Plan,
105 Progressive Drive
Columbus Grove, Ohio 45830
|
346,267 (3) | 10.98% |
(1)
|
Information is based on a Schedule 13G filed by Mr. Edwards on February 1, 2018 reporting that Mr. Edwards is deemed to be the beneficial owner of in excess of 5% of the outstanding common shares.
|
(2)
|
Information is based on an amendment to Schedule 13G filed by Tontine Financial Partners, L.P. on February 11, 2022 reporting that it is deemed to be the beneficial owner of in excess of 5% of the outstanding common shares. Tontine Financial Partners, L.P. reported that it has shared voting power with respect to 294,327 common shares along with Tontine Management, L.L.C. and Jeffrey L. Gendell.
|
(3)
|
As of December 31, 2022, 332,167 shares have been allocated to the accounts of participating employees and 14,100 shares were unallocated. The ESOP trustees vote all allocated shares in accordance with the instructions of the participating employees. Unallocated shares and shares for which no instructions have been received are voted by the trustees in accordance with the Plan document and applicable ERISA requirements. The Trustees disclaim beneficial ownership of the shares attributed to the Trustees in their capacity as Trustees of the ESOP.
|
(1)
|
Reflects percentage ownership of the respective individuals based on 3,135,843 common shares outstanding on February 28, 2023
|
(2)
|
Includes 3,000 shares held jointly with Mr. Benroth’s brother.
|
(3)
|
Includes 384 shares allocated to Ms. Giesige under the Corporation’s Employee Stock Ownership Plan.
|
(4)
|
Includes 1,502 shares allocated to Mr. Manz under the Corporation’s Employee Stock Ownership Plan.
|
(5)
|
Includes 16,135 shares held in a trust of which Mr. Rigel is a co-trustee.
|
(6)
|
Includes 29,984 shares allocated to Mr. Young under the Corporation’s Employee Stock Ownership Plan.
|
Equity Compensation Plan Information
|
||||||||||||
Number of securities to be issued upon exercise of outstanding options, warrants and rights
|
Weighted-average exercise price of outstanding options, warrants and rights
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
|
||||||||||
( a )
|
( b )
|
( c )
|
||||||||||
Equity compensation plans approved by security holders
|
143,178 | $ | 22.71 | - | ||||||||
Equity compensation plans not approved by security holders
|
- | - | - | |||||||||
Total
|
143,178 | $ | 22.71 | - |
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
Item 14.
|
Principal Accounting Fees and Services
|
Item 15.
|
Exhibits and Financial Statement Schedules
|
Exhibit No.
|
||
3.1 | Articles of Incorporation | (1) |
3.2 | Regulations | (1) |
4 | Description of Registrant's Common Stock | (6) |
10.1 | Preferred Trust Securities, Placement and Debenture agreements | (2) |
10.2
|
(3)
|
|
10.3 | Salary Continuation Agreement - Brian D. Young | (6) |
10.4 | Salary Continuation Agreement – Heather M. Oatman | (4) |
10.5 | 2016 Stock Option Plan | (5) |
10.6 | Form of Award Agreement under the 2016 Stock Option Plan | (6) |
13 | 2022 Annual Report to Shareholders | |
21
|
|
|
23
|
|
|
31.1
|
|
|
31.2 | Rule 13a-14(a)/15d-14(a) CEO/Interim CFO's Certification | |
32.1
|
|
|
32.2 | Section 1350 CEO/Interim CFO's Certification | |
101.INS
|
Inline XBRL Instance Document (a)
|
|
101.SCH
|
Inline XBRL Taxonomy Extension Schema
|
|
101.CAL
|
Inline XBRL Taxonomy Extension Calculation
|
|
101.DEF
|
Inline XBRL Taxonomy Extension Definition
|
|
101.LAB
|
Inline XBRL Taxonomy Extension Label
|
|
101.PRE
|
Inline XBRL Taxonomy Extension Presentation
|
|
104 | Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101) | |
(1) Incorporated herein by reference to the Corporation's Form 10-Q for the quarter ended June 30, 2006.
(2) Incorporated herein by reference to the Corporation's Form 10-Q for the quarter ended June 30, 2007.
(3) Incorporated herein by reference to the Corporation’s Form 8-K filed July 20, 2006.
(4) Incorporated herein by reference to the Corporation’s Form 10-K filed March 20, 2009.
(5) Incorporated herein by reference to the Corporation's Definitive Proxy Statement pursuant to Section 14(a) filed March 23, 2016.
(6) Incorporated herein by reference to the Corporation's Form 10-K filed March 6, 2020.
|
UNITED BANCSHARES, INC.
|
||
By:
|
/s/ BRIAN D. YOUNG | |
Brian D. Young, Chief Executive Officer | ||
By: | /s/ Klint D. Manz | |
Klint D. Manz, Chief Financial Officer | ||
|
Signatures
|
Title
|
Date
|
/s/ BRIAN D. YOUNG
Brian D. Young
|
Director
|
March 13, 2023 |
/s/ HERBERT H. HUFFMAN
Herbert H. Huffman
|
Director
|
March 13, 2023 |
/s/ H. EDWARD RIGEL
H. Edward Rigel
|
Director
|
March 13, 2023 |
/s/ R. STEVEN UNVERFERTH
R. Steven Unverferth
|
Director
|
March 13, 2023 |
/s/ ROBERT L. BENROTH
Robert L. Benroth
|
Director
|
March 13, 2023 |
/s/ DAVID P. ROACH
David P. Roach
|
Director
|
March 13, 2023 |
/s/ DANIEL W. SCHUTT
Daniel W. Schutt
|
Director
|
March 13, 2023 |
1 Year United Bancshares Chart |
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