UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31, 2018

 

Commission file number 333-86453

 

UNITED BANCSHARES, INC.

(Exact name of Registrant as specified in its charter)

 

Ohio

(State or other jurisdiction of incorporation or organization)

 

105 Progressive Drive, Columbus Grove, Ohio

(Address of principal executive offices)

 

34-1516518

(I.R.S. Employer Identification Number)

 

45830

(Zip Code)

 

(419) 659-2141

(Registrant’s telephone number, including area code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ¨Accelerated filer ¨ Non-accelerated filer ¨ Smaller Reporting Company x

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. ¨

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨ No x

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of March 31, 2018: 3,268,111.

 

This document contains 47 pages. The Exhibit Index is on page 41 immediately preceding the filed exhibits.

 

 

 

UNITED BANCSHARES, INC.

 

Table of Contents

  

		Page
Part I – Financial Information
	Item 1 – Financial Statements	3
	Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
	Item 3 – Quantitative and Qualitative Disclosures about Market Risk	35
	Item 4 – Controls and Procedures	36
Part II – Other Information
	Item 1 – Legal Proceedings	37
	Item 1A – Risk Factors	37
	Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds	37
	Item 3 – Defaults Upon Senior Securities	37
	Item 4 – Mine Safety Disclosures	38
	Item 5 – Other Information	38
	Item 6 – Exhibits	38

  

  

PART 1 - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS

 

United Bancshares, Inc. and Subsidiaries

Consolidated Balance Sheets (Unaudited)  

 

 

		(in thousands except share data)
		March 31,				December 31,
		2018				2017
ASSETS
CASH AND CASH EQUIVALENTS
Cash and due from banks		$	10,254			$	10,718
Interest-bearing deposits in other banks			6,166				16,556
Total cash and cash equivalents			16,420				27,274
SECURITIES, available-for-sale			170,938				169,428
FEDERAL HOME LOAN BANK STOCK, at cost			5,302				5,302
LOANS HELD FOR SALE			2,784				2,384
LOANS AND LEASES			521,035				506,412
Less allowance for loan and lease losses			2,976				2,835
Net loans and leases			518,059				503,577
PREMISES AND EQUIPMENT, net			19,241				19,336
GOODWILL			25,203				25,203
CORE DEPOSIT INTANGIBLE ASSETS, net			1,083				1,126
CASH SURRENDER VALUE OF LIFE INSURANCE			17,927				17,828
OTHER REAL ESTATE OWNED			159				159
OTHER ASSETS, including accrued interest receivable			9,545				8,833
TOTAL ASSETS		$	786,661			$	780,450
LIABILITIES AND SHAREHOLDERS’ EQUITY
LIABILITIES
Deposits:
Non-interest-bearing		$	98,398			$	105,828
Interest-bearing			542,945				524,720
Total deposits			641,343				630,548
Other borrowings			53,589				57,148
Junior subordinated deferrable interest debentures			12,848				12,840
Other liabilities			3,797				4,210
Total liabilities			711,577				704,746
SHAREHOLDERS’ EQUITY
Common stock, stated value $1.00, authorized 10,000,000 shares; issued 3,760,557 shares			3,761				3,761
Surplus			14,822				14,783
Retained earnings			66,426				64,994
Accumulated other comprehensive loss			(2,222	)			(124	)
Treasury stock, at cost, 492,446 shares at March 31, 2018 and 492,914 shares at December 31, 2017			(7,703	)			(7,710	)
Total shareholders’ equity			75,084				75,704
TOTAL LIABILITIES AND SHAREHOLDERS'  EQUITY		$	786,661			$	780,450

 

The accompanying notes are an integral part of the consolidated financial statements.

                 

 

United Bancshares, Inc. and Subsidiaries

Condensed Consolidated Statements of Income (Unaudited)

  

 

		(in thousands except share data)
		Three months ended March 31,
		2018				2017
INTEREST INCOME
Loans and leases, including fees		$	6,621			$	4,344
Securities:
Taxable			581				633
Tax-exempt			409				417
Other			130				74
Total interest income			7,741				5,468
INTEREST EXPENSE
Deposits			718				432
Borrowings			493				177
Total interest expense			1,211				609
Net interest income			6,530				4,859
PROVISION (CREDIT) FOR LOAN AND LEASE LOSSES			90				(350	)
Net interest income after credit for loan and lease losses			6,440				5,209
NON-INTEREST INCOME
Gain on sale of loans			1,099				117
Net securities gains			14				82
Other operating income			1,135				1,061
Total non-interest income			2,248				1,260
NON-INTEREST EXPENSES			6,551				4,633
INCOME BEFORE INCOME TAXES			2,137				1,836
PROVISION FOR INCOME TAXES			338				442
NET INCOME		$	1,799			$	1,394
NET INCOME PER SHARE (basic and diluted)		$	0.55			$	0.43
Weighted average common shares outstanding (basic)			3,268,054				3,266,990
Weighted average common shares outstanding (diluted)			3,272,528				3,269,378

 

The accompanying notes are an integral part of the consolidated financial statements.

             

  

United Bancshares, Inc. and Subsidiaries

Consolidated Statements of Comprehensive Income (Unaudited)

 

 

		(in thousands)
		Three months ended March 31,
		2018				2017
NET INCOME		$	1,799			$	1,394
OTHER COMPREHENSIVE INCOME (LOSS)
Unrealized gains on securities:
Unrealized holding gains (losses) during period			(2,611	)			644
Reclassification adjustments for gains included in net income			(14	)			(82	)
Other comprehensive income (loss), before income taxes			(2,625	)			562
Income tax expense (benefit) related to items of other comprehensive income (loss)			(551	)			191
Other comprehensive income (loss)			(2,074	)			371
COMPREHENSIVE INCOME (LOSS)		$	(275	)		$	1,765

 

The accompanying notes are an integral part of the consolidated financial statements.

              

  

United Bancshares, Inc. and Subsidiaries

Consolidated Statements of Shareholders’ Equity (Unaudited)

Three months ended March 31, 2018 and 2017

  

 

		(in thousands except share data)
		Common stock				Surplus				Retained earnings				Accumulated other comprehensive income (loss)				Treasury stock				Total
BALANCE AT DECEMBER 31, 2017		$	3,761			$	14,783			$	64,994			$	(124	)		$	(7,710	)		$	75,704
Comprehensive loss:
Net income			-				-				1,799				-				-				1,799
Other comprehensive loss			-				-				-				(2,074	)			-				(2,074	)
468 shares issued from treasury in connection with the Corporation's Employee Stock Purchase Plan			-				4				-				-				7				11
Stock option expense			-				35				-				-				-				35
Cash dividends declared, $0.12 per share			-				-				(391	)			-				-				(391	)
Reclassification for accounting change			-				-				24				(24	)			-				-
BALANCE AT MARCH 31, 2018		$	3,761			$	14,822			$	66,426			$	(2,222	)		$	(7,703	)		$	75,084
BALANCE AT DECEMBER 31, 2016		$	3,761			$	14,674			$	62,717			$	(866	)		$	(7,728	)		$	72,558
Comprehensive income:
Net income			-				-				1,394				-				-				1,394
Other comprehensive income			-				-				-				371				-				371
532 shares issued from treasury in connection with the Corporation's Employee Stock Purchase Plan			-				4				-				-				9				13
Stock option expense			-				17				-				-				-				17
Cash dividends declared, $0.12 per share			-				-				(393	)			-				-				(393	)
BALANCE AT MARCH 31, 2017		$	3,761			$	14,695			$	63,718			$	(495	)		$	(7,719	)		$	73,960

  

The accompanying notes are an integral part of the consolidated financial statements.

 

 

United Bancshares, Inc. and Subsidiaries

Condensed Consolidated Statement of Cash Flows (Unaudited)

 

 

		Three months ended March 31,
		2018				2017
CASH FLOWS FROM OPERATING ACTIVITIES		$	938			$	991
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sales, calls and maturities of available-for-sale securities			8,974				20,130
Purchases of available-for-sale securities			(13,290	)			(19,652	)
Proceeds from sale of other real estate owned			-				127
Net increase in loans and leases			(14,276	)			(4,790	)
Purchases of premises and equipment			(124	)			(1,213	)
Net cash used in investing activities			(18,716	)			(5,398	)
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in deposits			10,863				9,313
Principal payments on other borrowings			(3,559	)			(3,379	)
Proceeds from sale of treasury shares			11				13
Cash dividends paid			(391	)			(393	)
Net cash provided by financing activities			6,924				5,554
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS			(10,854	)			1,147
CASH AND CASH EQUIVALENTS
At beginning of period			27,274				14,186
At end of period		$	16,420			$	15,333
SUPPLEMENTAL CASH FLOW DISCLOSURES
Cash paid during the period for:
Interest		$	1,245			$	571
Federal income taxes		$	-			$	-
Non-cash investing activities:
Transfer of loans to other real estate owned		$	-			$	28
Change in net unrealized gain or loss on available-for-sale securities		$	(2,625	)		$	562

 

The accompanying notes are an integral part of the consolidated financial statements.

 

 

United Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

March 31, 2018

 

 

NOTE 1 – CONSOLIDATED FINANCIAL STATEMENTS

 

The consolidated financial statements of United Bancshares, Inc. and subsidiaries (the “Corporation”) have been prepared without audit and in the opinion of management reflect all adjustments (which include normal recurring adjustments) necessary to present fairly such information for the periods and dates indicated. Since the unaudited financial statements have been prepared in accordance with the instructions to Form 10-Q, they do not contain all information and footnotes typically included in financial statements prepared in conformity with generally accepted accounting principles. Operating results for the three months ended March 31, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018. The balance sheet as of December 31, 2017 is derived from completed audited consolidated financial statements with footnotes, which are included in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2017.

 

The consolidated financial statements include the accounts of the Corporation and its wholly-owned subsidiary, The Union Bank Company (the “Bank”). The Bank has formed a wholly-owned subsidiary, UBC Investments, Inc. (“UBC”), to hold and manage its securities portfolio. The operations of UBC are located in Wilmington, Delaware. The Bank has also formed a wholly-owned subsidiary, UBC Property, Inc. (“UBC Property”), to hold and manage certain property. All significant intercompany balances and transactions have been eliminated in consolidation. The accounting and reporting policies of the Corporation conform to generally accepted practices within the banking industry. The Corporation considers all of its principal activities to be banking related.

  

NOTE 2 – NEW ACCOUNTING PRONOUNCEMENTS

 

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606): Summary and Amendments that Create Revenue from Contracts with Customers (Topic 606) and Other Assets and Deferred Costs—Contracts with Customers (Subtopic 340-40). The guidance in this update supersedes the revenue recognition requirements in ASC Topic 605, Revenue Recognition, and most industry-specific guidance throughout the industry topics of the Codification.  For public companies, this update will be effective for interim and annual periods beginning after December 15, 2017.  The guidance does not apply to revenues associated with financial instruments, including loans and securities that are accounted for under U.S. GAAP.  The adoption of ASU 2014-09 effective January 1, 2018 did not have a material impact on the consolidated financial statements.

 

In January 2016, the FASB issued ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities, amending ASU Subtopic 825-10. The amendments in this update make targeted improvements to generally accepted accounting principles (GAAP) as follows: 1) require equity investments to be measured at fair value with changes in fair value recognized in net income; 2) simplify the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment; 3) eliminate the requirement to disclose the fair value of financial instruments measured at amortized cost for entities that are not public business entities; 4) eliminate the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet; 5) require public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; 6) require an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments; 7) require separate presentation of financial assets and financial liabilities by measurement category and form of financial asset on the balance sheet or the accompanying notes to the financial statements; and 8) clarify that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity’s other deferred tax assets. The amendments in this update are effective for fiscal years beginning after December 15, 2017. The adoption of ASU 2016-01 effective January 1, 2018 did not have a material impact on the consolidated financial statements.

 

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842).  The ASU requires a lessee to recognize on the balance sheet assets and liabilities for leases with lease terms of more than 12 months.  Consistent with current GAAP, the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee primarily will depend on its classification as a finance or operating lease.  Unlike current GAAP, which requires that only capital leases be recognized on the balance sheet, the ASC requires that both types of leases by recognized on the balance sheet.  For public companies, this update will be effective for interim and annual periods beginning after December 15, 2018.  Early application is permitted.  The adoption of this guidance is not expected to have a material impact on the Corporation’s consolidated financial statements. 

 

 

In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718). ASU 2016-09 is intended to simplify the accounting for share-based payment transactions, including income tax consequences, classification of awards as either assets or liabilities and classification in the statement of cash flows. ASU 2016-09 is effective for annual periods beginning after December 15, 2017 and interim periods within annual periods beginning after December 15, 2018. Early adoption is permitted. The Corporation does not expect the adoption of ASU 2016-09 to have a material impact on its consolidated financial statements and related disclosures upon adoption December 31, 2018.

 

In June 2016, the FASB issued ASU 2016-13, Financial Instruments Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The ASU requires an organization to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Financial institutions and other organizations will now use forward-looking information to better inform their credit loss estimates. Many of the loss estimation techniques applied today will still be permitted, although the inputs to those techniques will change to reflect the full amount of expected credit losses. Organizations will continue to use judgment to determine which loss estimation method is appropriate for their circumstances. Additionally, the ASU amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. For public companies, this update will be effective for interim and annual periods beginning after December 15, 2019. Management has begun gathering data and evaluating the process for calculating the allowance for loan losses under the requirements of ASU 2016-13, but has not yet determined the expected impact the adoption of ASU 2016-13 will have on the consolidated financial statements.

 

In January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. The guidance in this update eliminates the Step 2 from the goodwill impairment test. For public companies, this update will be effective for interim and annual periods beginning after December 15, 2019, with early adoption permitted for interim and annual goodwill impairment test with a measurement date after January 1, 2017. The Corporation does not expect the guidance to have a material impact on the consolidated financial statements.

 

In February 2018, the FASB issued ASU 2018-2, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. The ASU allows a reclassification from accumulated other comprehensive income (loss) to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act. The ASU is effective for fiscal years beginning after December 15, 2018 with early adoption permitted. The Company elected to early adopt the provisions of ASU 2018-2 and recognized a reclassification adjustment of $24,000 between accumulated other comprehensive loss and retained earnings for the quarter ended March 31, 2018.

  

 

NOTE 3 - SECURITIES

 

The amortized cost and fair value of available-for-sale securities as of March 31, 2018 and December 31, 2017 are as follows:

  

		(in thousands)
		March 31, 2018								December 31, 2017
		Amortized cost				Fair value				Amortized cost				Fair value
Available-for-sale:
Obligations of states and political subdivisions		$	64,609			$	64,347			$	67,160			$	67,979
Mortgage-backed			108,140				105,621				101,454				100,463
Other			1,002				970				1,002				986
Total		$	173,751			$	170,938			$	169,616			$	169,428

 

A summary of gross unrealized gains and losses on available-for-sale securities as of March 31, 2018 and December 31, 2017 follows: 

 

		March 31, 2018								December 31, 2017
		Gross unrealized gains				Gross unrealized losses				Gross unrealized gains				Gross unrealized losses
Available-for-sale:
Obligations of states and political subdivisions		$	366			$	628			$	977			$	158
Mortgage-backed			79				2,598				285				1,276
Other			-				32				-				16
Total		$	445			$	3,258			$	1,262			$	1,450

  

  

NOTE 4 – LOANS AND LEASES

 

The following tables present the activity in the allowance for loan and lease losses by portfolio segment for the periods ending March 31, 2018 and 2017:

 

		(in thousands)
		Commercial				Commercial and multi-family real estate				Residential 1 – 4 family real estate				Consumer				Total
Balance at December 31, 2017		$	501			$	1,746			$	545			$	43			$	2,835
Provision (credit) charged to expenses			45				(1	)			43				3				90
Losses charged off			(19	)			(8	)			(51	)			(2	)			(80	)
Recoveries			29				101				-				1				131
Balance at March 31, 2018		$	556			$	1,838			$	537			$	45			$	2,976

 

		Commercial				Commercial and multi-family real estate				Residential 1 – 4 family real estate				Consumer				Total
Balance at December 31, 2016		$	896			$	1,876			$	542			$	31			$	3,345
Provision (credit) charged to expenses			(145	)			(222	)			6				11				(350	)
Losses charged off			(30	)			(70	)			(14	)			(13	)			(127	)
Recoveries			70				28				3				5				106
Balance at March 31, 2017		$	791			$	1,612			$	537			$	34			$	2,974

  

 

The following tables present the balance in the allowance for loan and lease losses and the recorded investment in loans and leases by portfolio segment and based on impairment method for the periods ending March 31, 2018 and December 31, 2017:

  

		(in thousands)
March 31, 2018		Commercial				Commercial and multi-family real estate				Residential 1 – 4 family real estate				Consumer				Total
Allowance for loan and lease losses:
Attributable to loans and leases individually evaluated for impairment		$	-			$	-			$	-			$	-			$	-
Collectively evaluated for impairment			556				1,838				537				45				2,976
Total allowance for loan and lease losses		$	556			$	1,838			$	537			$	45			$	2,976
Loans and leases:
Individually evaluated for impairment		$	-			$	-			$	-			$	-			$	-
Acquired with deteriorated credit quality			-				882				67				-				949
Collectively evaluated for impairment			71,993				322,906				120,278				4,909				520,086
Total ending loans and leases balance		$	71,993			$	323,788			$	120,345			$	4,909			$	521,035

 

December 31, 2017		Commercial				Commercial and multi-family real estate				Residential 1 – 4 family real estate				Consumer				Total
Allowance for loan and lease losses:
Attributable to loans and leases individually evaluated for impairment		$	-			$	-			$	-			$	-			$	-
Collectively evaluated for impairment			501				1,746				545				43				2,835
Total allowance for loan and lease losses		$	501			$	1,746			$	545			$	43			$	2,835
Loans and leases:
Individually evaluated for impairment		$	-			$	-			$	-			$	-			$	-
Acquired with deteriorated credit quality			-				984				194				-				1,178
Collectively evaluated for impairment			68,072				311,274				121,224				4,664				505,234
Total ending loans and leases balance		$	68,072			$	312,258			$	121,418			$	4,664			$	506,412

 

  

There were no impaired loans and leases as of March 31, 2018 and December 31, 2017.

 

The average recorded investment in impaired loans and leases (excluding loans and leases acquired with deteriorated credit quality) for the three month period ended March 31, 2017 was approximately $2.7 million. There was no recorded investment in impaired loans and leases for the three month period ended March 31, 2018. There was $27,000 in interest income recognized by the Corporation on impaired loans and leases on an accrual or cash basis for the three month period ended March 31, 2017 and none for the three month period ended March 31, 2018.

 

The following tables present the recorded investment in nonaccrual loans and leases, loans and leases past due over 90 days still on accrual and troubled debt restructurings by class of loans as of March 31, 2018 and December 31, 2017. Nonaccrual loans primarily consist of smaller dollar homogenous loans that are collectively evaluated for impairment.

  

		(in thousands)
March 31, 2018		Nonaccrual				Loans and leases past due over 90 days still accruing				Troubled Debt Restructurings
Commercial		$	374			$	-			$	27
Commercial real estate			1,808				-				231
Agricultural real estate			230				-				-
Agriculture			-				-				-
Consumer			-				-				-
Residential:
1 – 4 family			563				-				418
Home equity			-				-				-
Total		$	2,975			$	-			$	676

  

December 31, 2017
Commercial		$	532			$	60			$	27
Commercial real estate			1,411				-				257
Agricultural real estate			233				-				-
Agriculture			-				-				-
Consumer			-				-				-
Residential:
1 – 4 family			591				110				428
Home equity			-				-				-
Total		$	2,767			$	170			$	712

 

 

The following table presents the aging of the recorded investment in past due loans and leases as of March 31, 2018 and December 31, 2017 by class of loans and leases:

 

		(in thousands)
March 31, 2018		30 – 59 days past due				60 – 89 days past due				Greater than 90 days past due				Total past due				Loans and leases not past due				Total
Commercial		$	308			$	-			$	-			$	308			$	60,350			$	60,658
Commercial real estate			503				-				862				1,365				292,881				294,246
Agriculture			-				-				-				-				11,335				11,335
Agricultural real estate			21				-				-				21				29,521				29,542
Consumer			-				1				-				1				4,908				4,909
Residential real estate			1,858				-				133				1,991				118,354				120,345
Total		$	2,690			$	1			$	995			$	3,686			$	517,349			$	521,035

 

December 31, 2017
Commercial		$	419			$	34			$	60			$	513			$	55,410			$	55,923
Commercial real estate			636				354				631				1,621				278,276				279,897
Agriculture			-				145				-				145				12,318				12,463
Agricultural real estate			25				-				-				25				32,022				32,047
Consumer			1				-				-				1				4,663				4,664
Residential real estate			3,418				195				392				4,005				117,413				121,418
Total		$	4,499			$	728			$	1,083			$	6,310			$	500,102			$	506,412

 

  

Credit Quality Indicators:

 

The Corporation categorizes loans and leases into risk categories based on relevant information about the ability of borrowers to service their debt, such as:  current final financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors.  The Corporation analyzes loans and leases individually by classifying the loans and leases as to the credit risk.  This analysis is completed on all non-homogenous loans and leases, such as commercial and commercial real estate loans and leases at origination and at the renewal of line of credit.  For amortizing loan relationships, an annual assessment is performed on relationships with outstanding aggregate balance greater than $500,000.  The Corporation uses the following definitions for risk ratings:

  

·

Special Mention: Loans and leases which possess some credit deficiency or potential weakness which deserves close attention, but which do not yet warrant substandard classification. Such loans and leases pose unwarranted financial risk that, if not corrected, could weaken the loan or lease and increase risk in the future. The key distinctions of a Special Mention classification are that (1) it is indicative of an unwarranted level of risk, and (2) weaknesses are considered "potential", versus "defined", impairments to the primary source of loan repayment.

 

·

Substandard: These loans and leases are inadequately protected by the current sound net worth and paying ability of the borrower. Loans and leases of this type will generally display negative financial trends such as poor or negative net worth, earnings or cash flow. These loans and leases may also have historic and/or severe delinquency problems, and Corporation management may depend on secondary repayment sources to liquidate these loans and leases. The Corporation could sustain some degree of loss in these loans and leases if the weaknesses remain uncorrected.

 

·

Doubtful: Loans and leases in this category display a high degree of loss, although the amount of actual loss at the time of classification is undeterminable. This should be a temporary category until such time that actual loss can be identified, or improvements made to reduce the seriousness of the classification.

  

Loans and leases not meeting the previous criteria that are analyzed individually as part of the above described process are considered to be pass rated loans and leases. Beginning in late March 2018, all commercial loans, including commercial real estate loans, are risk rated.  Loans and leases not rated, including commercial loans and leases prior to March 31, 2018, generally are less than $500,000 or are included in groups of homogenous loans.

 

As of March 31, 2018 and December 31, 2017, and based on the most recent analysis performed, the risk category of loans by class of loans and leases is as follows:

  

		(in thousands)
March 31, 2018		Pass				Special Mention				Substandard				Doubtful				Not rated
Commercial		$	65,758			$	4,669			$	1,566			$	-			$	-
Commercial and multi-family real estate			317,067				3,386				3,335				-				-
Residential 1 - 4 family			10,698				-				-				-				109,647
Consumer			-				-				-				-				4,909
Total		$	393,523			$	8,055			$	4,901			$	-			$	114,556

  

December 31, 2017
Commercial		$	47,054			$	-			$	1,845			$	-			$	19,173
Commercial and multi-family real estate			234,428				2,344				3,868				-				71,618
Residential 1 - 4 family			11,637				-				174				-				109,607
Consumer			-				-				-				-				4,664
Total		$	293,119			$	2,344			$	5,887			$	-			$	205,062

 

 

The Corporation considers the performance of the loan and lease portfolio and its impact on the allowance for loan and lease losses. For all loan classes that are not rated, the Corporation also evaluates credit quality based on the aging status of the loan, which was previously presented, and by payment activity. Generally, all loans and leases not rated that are 90 days past due or are classified as nonaccrual and collectively evaluated for impairment, are considered nonperforming. The following table presents the recorded investment in all loans and leases that are not risk rated, based on payment activity as of March 31, 2018 and December 31, 2017:

 

		(in thousands)
March 31, 2018		Commercial				Commercial and multi-family real estate				Residential 1-4 family				Consumer
Performing		$	-			$	-			$	109,514			$	4,909
Nonperforming			-				-				133				-
Total		$	-			$	-			$	109,647			$	4,909

 

December 31, 2017		Commercial				Commercial and multi-family real estate				Residential 1-4 family				Consumer
Performing		$	19,113			$	70,987			$	109,214			$	4,664
Nonperforming			60				631				393				-
Total		$	19,173			$	71,618			$	109,607			$	4,664

  

Modifications:

 

The Corporation’s loan and lease portfolio also includes certain loans and leases that have been modified in a Troubled Debt Restructuring (TDR), where economic concessions have been granted to borrowers who have experienced or are expected to experience financial difficulties. These concessions typically result from the Corporation’s loss mitigation activities and could include reductions in the interest rate, payment extensions, forgiveness of principal, forbearance or other actions. All TDRs are also classified as impaired loans and leases.

 

When the Corporation modifies a loan or lease, management evaluates any possible concession based on the present value of expected future cash flows, discounted at the contractual interest rate of the original loan or lease agreement, except when the sole (remaining) source of repayment for the loan or lease is the operation or liquidation of the collateral. In these cases, management uses the current fair value of the collateral, less selling costs, instead of discounted cash flows. If management determines that the value of the modified loan or lease is less than the recorded investment in the loan or lease (net of previous charge-offs, deferred loan fees or costs and unamortized premium or discount), an impairment is recognized through a specific reserve in the allowance or a direct write down of the loan or lease balance if collection is not expected.

  

There were no modifications for TDR loans and leases, or troubled debt restructurings for which there was a payment default during the three month period ended March 31, 2018.

 

The Corporation acquired The Ohio State Bank (“OSB”) in November 2014 and the Benchmark Bank in September 2017. As a result of these acquisitions, the Corporation has loans and leases, for which there was at acquisition, evidence of deterioration of credit quality since origination and for which it was probable at acquisition, that all contractually required payments would not be collected.

  

 

The following is information related to loans and leases acquired in these transactions, including purchased impaired loans:

 

		The Ohio State Bank
		(in thousands)
		Contractual
		Principal				Accretable				Carrying
		Receivable				Difference				Amount
Purchased Performing Loans and Leases
Balance at December 31, 2017		$	25,509			$	(929	)		$	24,580
Change due to payments received			(1,023	)			60				(963	)
Transfer to foreclosed real estate			-				-				-
Change due to loan charge-off			-				-				-
Balance at March 31, 2018		$	24,486			$	(869	)		$	23,617
Purchased Impaired Loans and Leases
Balance at December 31, 2017		$	496			$	(232	)		$	264
Change due to payments received			(21	)			3				(18	)
Transfer to foreclosed real estate			-				-				-
Change due to loan charge-off			-				-				-
Balance at March 31, 2018		$	475			$	(229	)		$	246

 

 

		Benchmark Bank
		(in thousands)
Purchased Performing Loans and Leases
Balance at December 31, 2017		$	89,151			$	(2,066	)		$	87,085
Change due to payments received			(1,819	)			136				(1,683	)
Transfer to foreclosed real estate			-				-				-
Change due to loan charge-off			-				-				-
Balance at March 31, 2018		$	87,332			$	(1,930	)		$	85,402
Purchased Impaired Loans and Leases
Balance at December 31, 2017		$	1,588			$	(674	)		$	914
Change due to payments received			(312	)			101				(211	)
Transfer to foreclosed real estate			-				-				-
Change due to loan charge-off			-				-				-
Balance at March 31, 2018		$	1,276			$	(573	)		$	703

  

There was no provision for loan and lease losses recognized during the three month period ended March 31, 2018 related to the acquired loans as there was no significant change to the credit quality of the loans during the period. There was a $101,000 provision for loan and lease losses recognized during the three month period ended March 31, 2017 related to one purchase credit impaired commercial loan from the OSB acquisition for which the sheriff’s appraisal was substantially below the expected collateral value.

  

 

NOTE 5 – OTHER BORROWINGS

 

Other borrowings consists of the following at March 31, 2018 and December 31, 2017: 

 

		(in thousands)
		March 31,				December 31,
		2018				2017
Federal Home Loan Bank borrowings:
Secured notes, with interest from 1.2% through 1.52%, due at various dates through June, 2018		$	18,489			$	22,048
Secured note, with interest at 0.0%, due October, 2018			100				100
Secured note, with variable interest at 2.26% at March 31, 2018 and 1.56% at December 31, 2017, due September, 2021			7,000				7,000
Secured note, with interest at 1.72%, due September, 2020			6,000				6,000
Secured note, with interest at 1.86%, due September, 2021			6,000				6,000
Secured note, with interest at 1.97%, due September, 2022			6,000				6,000
United Bankers Bank
Note payable, with interest at 4.875% payable quarterly, and $250,000 principal payments commencing December 1, 2018, with any remaining unpaid principal, due September 1, 2022. All Union Bank stock is held as collateral.			10,000				10,000
Total other borrowings		$	53,589			$	57,148

  

Federal Home Loan Bank borrowings are secured by Federal Home Loan Bank stock and eligible mortgage loans approximating $98,447,000 and $88,454,000 at March 31, 2018 and December 31, 2017 respectively.

 

 

NOTE 6 – JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURES

 

The Corporation has formed and invested $300,000 in a business trust, United (OH) Statutory Trust (“United Trust”) which is not consolidated by the Corporation. United Trust issued $10,000,000 of trust preferred securities, which are guaranteed by the Corporation, and are subject to mandatory redemption upon payment of the debentures. United Trust used the proceeds from the issuance of the trust preferred securities, as well as the Corporation’s capital investment, to purchase $10,300,000 of junior subordinated deferrable interest debentures issued by the Corporation. The debentures have a stated maturity date of March 26, 2033. As of March 26, 2008, and quarterly thereafter, the debentures may be shortened at the Corporation’s option. Interest is payable quarterly at a floating rate adjustable quarterly and equal to 315 basis points over the 3-month LIBOR, amounting to 5.43% at March 31, 2018 and 4.82% at December 31, 2017. The Corporation has the right, subject to events in default, to defer payments of interest on the debentures by extending the interest payment period for a period not exceeding 20 consecutive quarterly periods.

 

The Corporation assumed $3,093,000 of trust preferred securities through the OSB acquisition with $3,000,000 of the liability guaranteed by the Corporation and the remaining $93,000 secured by an investment in the trust preferred securities. The trust preferred securities carrying value as of March 31, 2018 and December 31, 2017 was $2,549,000 and $2,506,000, respectively. The difference between the principal owed and the carrying value is due to the below-market interest rate on the debentures. The debentures have a stated maturity date of April 23, 2034. Interest is at a floating rate adjustable quarterly and equal to 285 basis points over the 3-month LIBOR, amounting to 4.59% at March 31, 2018 and 4.21% at December 31, 2017.

 

Each issue of the trust preferred securities carries an interest rate identical to that of the related debenture. The securities have been structured to qualify as Tier I capital for regulatory purposes and the dividends paid on such are tax deductible. However, under Federal Reserve Board guidelines, the securities cannot be used to constitute more than 25% of the Corporation’s core Tier I capital inclusive of these securities.

 

Interest expense on the debentures amounted to $159,000 and $133,000 for the three month periods ended March 31, 2018 and 2017, respectively, and is included in interest expense-other borrowings in the accompanying consolidated statements of income.

  

 

NOTE 7 - FAIR VALUE MEASUREMENTS

 

ASC 820-10 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market for the asset or liability. The price in the principal (or most advantageous) market used to measure the fair value of the asset or liability shall not be adjusted for transaction costs. An orderly transaction is a transaction that assumes exposure to the market for a period prior to the measurement date to allow for marketing activities that are usual and customary for transactions involving such assets and liabilities; it is not a forced transaction. Market participants are buyers and sellers in the principal market that are independent, knowledgeable, and both able and willing to transact.

 

ASC 820-10 requires the use of valuation techniques that are consistent with the market approach, the income approach, and/or the cost approach. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets and liabilities. The income approach uses valuation techniques to convert future amounts, such as cash flows or earnings, to a single present amount on a discounted basis. The cost approach is based on the amount that currently would be required to replace the service capacity of an asset (replacement cost). Valuation techniques should be consistently applied. Inputs to valuation techniques refer to the assumptions that market participants would use in pricing the asset or liability. Inputs may be observable or unobservable. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from independent sources. Unobservable inputs reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. In that regard, ASC 820-10 establishes a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows:

 

Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities that the Corporation has the ability to access at the measurement date.

 

Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

 

Level 3 – Unobservable inputs for the asset or liability for which there is little, if any, market activity at the measurement date. Unobservable inputs reflect the Corporation’s own assumptions about what market participants would use to price the asset or liability. The inputs are developed based on the best information available in the circumstances, which might include the Corporation’s own financial data such as internally developed pricing models, discounted cash flow methodologies, as well as instruments for which the fair value determination requires significant management judgment.

 

Financial assets (there were no financial liabilities) measured at fair value on a recurring basis at March 31, 2018 and December 31, 2017 include available-for-sale securities, which are valued using Level 2 inputs as well as mortgage servicing rights, amounting to $1,317,000 at March 31, 2018 and $1,270,000 at December 31, 2017, which are valued using Level 3 inputs. There were no impaired loans for the periods ended March 31, 2018 and December 31, 2017.

 

There were no financial instruments measured at fair value that moved to a lower level in the fair value hierarchy during the period ended March 31, 2018, due to the lack of observable quotes in inactive markets for those instruments at March 31, 2018.

 

  

The tables below present a reconciliation and income statement classification of gains and losses for mortgage servicing rights, which are measured at fair value on a recurring basis using significant unobservable inputs (Level 3), as well as the Bank’s one security which was valued using Level 3 inputs, for the year ended December 31, 2017:

  

		(in thousands)
		March 31,				December 31,
		2018				2017
Mortgage Servicing Rights
Balance at beginning of period		$	1,270			$	1,247
Gains or losses, including realized and unrealized:
Purchases, issuances, and settlements			37				183
Disposals - amortization based on loan payments and payoffs			(43	)			(129	)
Changes in fair value			53				(31	)
Balance at end of period		$	1,317			$	1,270
Security valued using Level 3 inputs
Balance at beginning of period		$	-			$	2,238
Principal payments received			-				(2,238	)
Changes in fair value			-				-
Balance at end of period		$	-			$	-

 

A description of the valuation methodologies used for instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy, and disclosure of unobservable inputs follows.

 

In general, fair value is based upon quoted market prices, where available. If such quoted market prices are not available, fair value is based upon internally developed models that primarily use, as inputs, observable market-based parameters. Valuation adjustments may be made to ensure that financial instruments are recorded at fair value. These adjustments may include amounts to reflect counterparty credit quality, the Corporation’s creditworthiness, among other things, as well as unobservable parameters. Any such valuation adjustments are applied consistently over time. The Corporation’s valuation methodologies may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. While management believes the Corporation’s valuation methodologies are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date.

 

Securities Available-for-Sale

 

Where quoted prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. Level 1 securities would typically include government bonds and exchange traded equities. If quoted market prices are not available, then fair values are estimated using pricing models, quoted prices of securities with similar characteristics, or discounted cash flows. Examples of such instruments, which would generally be classified within Level 2 of the valuation hierarchy, include U.S. Government and agencies securities, municipal bonds, mortgage-backed securities, and asset-backed securities. In certain cases where there is limited activity or less transparency around inputs to the valuation, securities are classified within Level 3 of the valuation hierarchy.

 

  

Impaired Loans

 

The Corporation does not record impaired loans at fair value on a recurring basis. However, periodically, a loan is considered impaired and is reported at the fair value of the underlying collateral less estimated cost to sell, if repayment is expected solely from collateral. Collateral values are estimated using Level 2 inputs, including recent appraisals and Level 3 inputs based on customized discounting criteria such as additional appraisal adjustments to consider deterioration of value subsequent to appraisal date and estimated cost to sell. Additional appraisal adjustments range between 15% and 35% of appraised value, and estimated selling cost ranges between 10% and 20% of the adjusted appraised value.  Due to the significance of the Level 3 inputs, impaired loans fair values have been classified as Level 3.

 

Mortgage Servicing Rights

 

The Corporation records mortgage servicing rights at estimated fair value based on a discounted cash flow model which includes discount rates between 9% and 11%, in addition to prepayment, internal rate of return, servicing costs, inflation rate of servicing costs and earnings rate assumptions that are considered to be unobservable inputs. Due to the significance of the Level 3 inputs, mortgage servicing rights have been classified as Level 3.

 

Other Real Estate Owned

 

The Corporation values other real estate owned at the estimated fair value of the underlying collateral less appraisal adjustments typically between 10% and 30% of appraised value, and expected selling costs between 10% and 20% of adjusted appraised value. Such values are estimated primarily using appraisals and reflect a market value approach. Due to the significance of the Level 3 inputs, other real estate owned has been classified as Level 3.

 

Certain other financial assets and financial liabilities are measured at fair value on a nonrecurring basis; that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances, for example, when there is evidence of impairment. Financial assets and financial liabilities, excluding impaired loans and other real estate owned, measured at fair value on a nonrecurring basis were not significant at March 31, 2018 and December 31, 2017.

  

  

NOTE 8 – FAIR VALUE OF FINANCIAL INSTRUMENTS

 

The carrying amounts and estimated fair values of recognized financial instruments at March 31, 2018 and December 31, 2017 were as follows:

 

		(in thousands)
		March 31, 2018								December 31, 2017
		Carrying amount				Estimated value				Carrying amount				Estimated value				Input  Level
FINANCIAL ASSETS
Cash and cash equivalents		$	16,420			$	16,420			$	27,274			$	27,274			1
Securities, including FHLB stock			176,240				176,240				174,730				174,730			2,3
Loans held for sale			2,784				2,840				2,384				2,384			3
Net loans and leases			518,059				514,164				503,577				500,916			3
Mortgage servicing rights			1,317				1,317				1,270				1,270			3
		$	714,820			$	710,981			$	709,235			$	706,574
FINANCIAL LIABILITIES
Deposits
Maturity		$	169,463				167,237			$	170,615			$	168,914			3
Non-maturity			471,880				471,880				459,933				459,933			1
Other borrowings			53,589				53,284				57,148				57,096			3
Junior subordinated deferrable interest debentures			12,848				9,749				12,840				9,790			3
		$	707,780			$	702,150			$	700,536			$	695,733

 

The above summary does not include accrued interest receivable or cash surrender value of life insurance, which are also considered financial instruments. The estimated fair value of such items is considered to be their carrying amounts and would be considered Level 1 inputs.

 

There are also unrecognized financial instruments at March 31, 2018 and December 31, 2017 which relate to commitments to extend credit and letters of credit. The contract amount of such financial instruments amounted to $132,113,000 at March 31, 2018 and $127,508,000 at December 31, 2017. Such amounts are also considered to be the estimated fair values.

 

The following methods and assumptions were used to estimate the fair value of each class of financial instruments shown above:

 

Cash and cash equivalents:

 

Fair value is determined to be the carrying amount for these items (which include cash on hand, due from banks, and federal funds sold) because they represent cash or mature in 90 days or less, and do not represent unanticipated credit concerns.

 

Securities:

 

The fair value of securities is determined based on quoted market prices of the individual securities; if not available, estimated fair value is obtained by comparison to other known securities with similar risk and maturity characteristics. Such value does not consider possible tax ramifications or estimated transaction costs.

 

Loans held for sale:

 

The fair value of loans held for sale is determined based on the sales price of similar loans. Loan held for sale are typically held for 60 days or less.

 

 

Loans and leases:

 

Fair value for loans and leases was estimated for portfolios of loans and leases with similar financial characteristics. For adjustable rate loans, which re-price at least annually and generally possess low risk characteristics, the carrying amount is believed to be a reasonable estimate of fair value. For fixed rate loans, the fair value is estimated based on a discounted cash flow analysis, considering weighted average rates and terms of the portfolio, adjusted for credit and interest rate risk inherent in the loans. Fair value for nonperforming loans is based on recent appraisals or estimated discounted cash flows.

 

Mortgage servicing rights:

 

The fair value for mortgage servicing rights is determined based on an analysis of the portfolio by an independent third party.

 

Deposit liabilities:

 

The fair value of core deposits, including demand deposits, savings accounts, and certain money market deposits, is the amount payable on demand. The fair value of fixed-maturity certificates of deposit is estimated using the rates offered at quarter end for deposits of similar remaining maturities. The estimated fair value does not include the benefit that results from the low-cost funding provided by the deposit liabilities compared to the cost of borrowing funds in the marketplace.

 

Other borrowings and junior subordinated deferrable interest debentures:

 

The fair value of Federal Home Loan Bank (FHLB) borrowings and junior subordinated deferrable interest debentures are determined using the net present value of discounted cash flows based on current borrowing rates for similar types of borrowing arrangements, and are obtained from an independent third party. The fair value of the note payable to United Bankers Bank obtained in September, 2017 to partially finance the acquisition of Benchmark Bank is considered to be book value.

 

Other financial instruments:

 

The fair value of commitments to extend credit and letters of credit is determined to be the contract amount, since these financial instruments generally represent commitments at existing rates. The fair value of other borrowings is determined based on a discounted cash flow analysis using current interest rates. The fair value of other liabilities is generally considered to be carrying value except for the deferred compensation agreement. The fair value of the contract is determined based on a discounted cash flow analysis using a current interest rate for a similar instrument.

 

The fair value estimates of financial instruments are made at a specific point in time based on relevant market information. These estimates do not reflect any premium or discount that could result from offering for sale at one time the entire holdings of a particular financial instrument over the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments. Since no ready market exists for a significant portion of the financial instruments, fair value estimates are largely based on judgments after considering such factors as future expected credit losses, current economic conditions, risk characteristics of various financial instruments, and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect these estimates.

  

 

NOTE 9 – STOCK OPTIONS

 

The United Bancshares, Inc. 2016 Stock Option Plan (the “Plan”) permits the Corporation to award non-qualified stock options to eligible participants. A total of 250,000 shares are available for issuance pursuant to the Plan.

 

The Corporation issued 33,352 options during the fourth quarter of 2016 at an exercise price of $19.32 and 30,151 options during the fourth quarter of 2017 at an exercise price of $21.70 under the Plan. Following is a summary of activity for stock options for the quarters ended March 31, 2018 and March 31, 2017: 

 

		March 31,				March 31,
		2018				2017
Outstanding, beginning of period			63,503				33,352
Granted			-				-
Exercised			-				-
Outstanding, end of period			63,503				33,352
Weighted average exercise price		$	20.45			$	19.32

  

The options vest over a three-year period on the anniversary of the date of grant. At March 31, 2018, 11,117 options were vested (none at March 31, 2017) and outstanding options had a weighted average remaining contractual term of 6 years.

 

The fair value of options granted is estimated at the date of grant using the Black Scholes option pricing model. Following are assumptions used in calculating the fair value of the options granted:

  

		2017				2016
Weighted-average fair value of options granted		$	7.35			$	6.27
Average dividend yield			2.23	%			2.31	%
Expected volatility			40.00	%			40.00	%
Rick-free interest rate			2.06	%			1.58	%
Expected term (years)			7				7

  

Total compensation expense related to the stock options granted in 2016 is expected to be $209,000 and is being recognized ratably over the 36 month period beginning January 1, 2017. Total compensation expense related to the stock options granted in 2017 is expected to be $222,000 and is being recognized ratably over the 36 month period beginning August 1, 2017. Stock option expense for outstanding awards amounted to $36,000 for the three months ended March 31, 2018 and $17,000 for the three months ended March 31, 2017.

  

 

NOTE 10 – SUBSEQUENT EVENTS 

 

Management evaluated subsequent events through the date the consolidated financial statements were issued. Events or transactions occurring after March 31, 2018 but prior to when the consolidated financial statements were issued, that provided additional evidence about conditions that existed at March 31, 2018 have been recognized in the consolidated financial statements for the period ended March 31, 2018. Events or transactions that provided evidence about conditions that did not exist at March 31, 2018 but arose before the financial statements were issued have not been recognized in the consolidated financial statements for the period ended March 31, 2018.

 

On April 17, 2018, the Corporation's Board of Directors approved a cash dividend of $0.12 per common share payable June 15, 2018 to shareholders of record at the close of business on May 31, 2018.

  

 

ITEM 2

 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

 

SELECTED FINANCIAL DATA

 

The following data should be read in conjunction with the unaudited consolidated financial statements and management’s discussion and analysis that follows:

  

		As of or for the three months ended March 31,
		2018				2017
SIGNIFICANT RATIOS (Unaudited)
Net income to:
Average assets (a)			0.92	%			0.88	%
Average tangible shareholders’ equity (a)			14.86	%			8.96	%
Net interest margin (a)			3.82	%			3.51	%
Efficiency ratio (b)			73.15	%			73.19	%
Average shareholders’ equity to average assets			9.56	%			11.51	%
Loans to deposits (end of period) (c)			81.68	%			71.45	%
Allowance for loan losses to loans (end of period)			0.57	%			0.78	%
Book value per share		$	22.97			$	22.64

 

(a)

Net income to average assets, net income to average tangible shareholders’ equity and net interest margin are presented on an annualized basis. Net interest margin is calculated using fully-tax equivalent net interest income as a percentage of average interest earning assets.

 

(b)

Efficiency ratio is a ratio of non-interest expense as a percentage of fully tax equivalent net interest income plus non-interest income.

 

(c)

Includes loans held for sale

  

 

Introduction

 

United Bancshares, Inc. (the “Corporation”), an Ohio corporation, is a bank holding company registered under the Bank Holding Company Act of 1956, as amended, and is subject to regulation by the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”). The Corporation was incorporated and organized in 1985. The executive offices of the Corporation are located at 105 Progressive Drive, Columbus Grove, Ohio 45830. The Corporation is a one-bank holding company, as that term is defined by the Federal Reserve Board.

 

The Union Bank Company (the “Bank”), a wholly-owned subsidiary of the Corporation, is engaged in the business of commercial banking. The Bank is an Ohio state-chartered bank, which serves Allen, Delaware, Franklin, Hancock, Marion, Putnam, Sandusky, and Wood counties in Ohio, with office locations in Bowling Green, Columbus Grove, Delaware, Delphos, Findlay, Gahanna, Gibsonburg, Kalida, Leipsic, Lima, Marion, Ottawa, Pemberville and Westerville, Ohio.

 

The Bank offers a full range of commercial banking services, including checking accounts, savings and money market accounts, time certificates of deposit, automatic teller machines, commercial, consumer, agricultural, residential mortgage and home equity loans, credit card services, safe deposit box rentals, and other personalized banking services. The Bank has formed UBC Investments, Inc. (“UBC”) to hold and manage its securities portfolio. The operations of UBC are located in Wilmington, Delaware. The Bank has also formed UBC Property, Inc. to hold and manage certain other real estate owned.

 

When or if used in the Corporation’s Securities and Exchange Commission filings or other public or shareholder communications, or in oral statements made with the approval of an authorized executive officer, the words or phrases: “anticipate,” “would be,” “will allow,” “intends to,” “will likely result,” “are expected to,” “will continue,” “is anticipated,” “is estimated,” “is projected,” or similar expressions are intended to identify “forward looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Any such statements are subject to the risks and uncertainties that include but are not limited to: changes in economic conditions in the Corporation’s market area, changes in policies by regulatory agencies, fluctuations in interest rates, demand for loans in the Corporation’s market area, and competition. All or some of these factors could cause actual results to differ materially from historical earnings and those presently anticipated or projected.

 

The Corporation cautions readers not to place undue reliance on any such forward looking statements, which speak only as of the date made, and advises readers that various factors, including regional and national economic conditions, substantial changes in the levels of market interest rates, credit and other risks associated with lending and investing activities, and competitive and regulatory factors could affect the Corporation’s financial performance and could cause the Corporation’s actual results for future periods to differ materially from those anticipated or projected. The Corporation does not undertake, and specifically disclaims any obligation, to update any forward looking statements to reflect occurrences or unanticipated events or circumstances after the date of such statements.

 

The Corporation is registered as a Securities Exchange Act of 1934 reporting company.

 

The following discussion and analysis of the consolidated financial statements of the Corporation is presented to provide insight into management’s assessment of the financial results.

 

  

RESULTS OF OPERATIONS

 

Overview of the Income Statement

 

The operating results for the first quarter of 2018, as compared to the first quarter of 2017, were largely impacted by the acquisition of Benchmark Bancorp, Inc. and its wholly-owned subsidiary Benchmark Bank (“Benchmark”), completed in September 2017, which resulted in the Corporation acquiring assets with an estimated fair value of $113.8 million and assuming liabilities with an estimated fair value of $98.2 million. Significant assets acquired in the transaction included loans and loans held for sale ($98.8 million), cash and cash equivalents ($6.1 million), and premises and equipment ($2.5 million).  Significant liabilities assumed in the transaction included deposits of $95.5 million).

 

For the quarter ended March 31, 2018, the Corporation reported net income of $1,799,000, or $0.55 basic earnings per share. This compares to the first quarter of 2017 net income of $1,394,000, or $0.43 basic earnings per share. The increase in operating results for the first quarter of 2018 as compared to the same period in 2017 was primarily attributable to increases in net interest income of $1,671,000, non-interest income of $988,000 and a decrease in the provision for income taxes, offset by an increase in non-interest expenses of $1,918,000, as well as a provision for loan losses of $90,000 compared to a credit for loan losses of $350,000 for the quarter ended March 31, 2017.

 

Net Interest Income

 

Net interest income is the amount by which income from interest-earning assets exceeds interest incurred on interest-bearing liabilities. Interest-earning assets consist principally of loans and investment securities while interest-bearing liabilities include interest-bearing deposit accounts and borrowed funds. Net interest income remains the primary source of revenue for the Corporation. Changes in market interest rates, as well as changes in the mix and volume of interest-bearing assets and interest-bearing liabilities impact net interest income. Net interest income was $6,530,000 for the first quarter of 2018, compared to $4,859,000 for the same period of 2017, an increase of $1,671,000 (34.4%).

 

The increase in net interest income was largely attributable to an increase in interest income for the quarter ended March 31, 2018 of $2,273,000, as compared to the same period in 2017, including a $2,277,000 increase in interest income from loans and leases. This increase was attributable to organic loan growth of $40,706,000, as well as the impact of loans acquired in the Benchmark acquisition and slightly higher interest rates. Additionally, the Bank had $364,000 of income from loan accretion and deposit amortization which positively impacted net interest income for the quarter ended March 31, 2018 and $78,000 for the quarter ended March 31, 2017.

 

Net interest margin is calculated by dividing net interest income (adjusted to reflect tax-exempt interest income on a taxable equivalent basis) by average interest-earning assets. The resulting percentage serves as a measurement for the Corporation in comparing its results with those of past periods as well as those of peer institutions. For the three months ended March 31, 2018, the net interest margin (on a taxable equivalent basis) was 3.82% compared with 3.51% for the same period in 2017.

 

Interest-bearing deposits comprised 89.4% of average interest-bearing liabilities for the three months ended March 31, 2018, compared to 92.9% for the same period in 2017.

 

Interest expense for the three month period ended March 31, 2018 increased $602,000 (98.9%). The significant interest expense increase was attributable to higher deposit balances resulting from the Benchmark transaction, a significant increase in borrowed funds at March 31, 2018 as compared to March 31, 2017, including borrowings used to facilitate the Benchmark acquisition, and higher interest rates.

 

 

Provision (Credit) for Loan and Lease Losses

 

The Corporation’s provision (credit) for loan and lease losses is determined based upon management’s calculation of the allowance for loan and lease losses and is reflective of management’s assessment of the quality of the portfolio and overall management of the inherent credit risk of the loan and lease portfolio. Changes in the provision (credit) for loan and lease losses are dependent, among other things, on loan and lease delinquencies, collateral position, portfolio risks and general economic conditions in the Corporation’s lending markets. A $90,000 provision for loan and lease losses was recognized during the three month period ended March 31, 2018 compared to a $350,000 credit during the three month period ended March 31, 2017. See “Allowance for Loan and Lease Losses” under Financial Condition for further discussion relating to the provision for loan and lease losses.

 

Non-Interest Income

 

The Corporation’s non-interest income is largely generated from activities related to the origination, servicing and gain on sales of fixed rate mortgage loans; customer deposit account fees; earnings on life insurance policies; income arising from sales of investment products to customers; and occasional security sale transactions. Income related to customer deposit accounts and life insurance policies provides a relatively steady flow of income while the other sources are more volume or transaction related and consequently can vary from quarter to quarter. For the quarter ended March 31, 2018, non-interest income was $2,248,000, compared to $1,260,000 for the first quarter of 2017, a $988,000 (78.4%) increase, which was primarily attributable to increases in gain on sales of loans of $982,000 and other operating income of $74,000, offset by a decrease in gain on sales of securities of $68,000.

 

As a result of the September 2017 acquisition of Benchmark and its Loan One mortgage banking operations division, the Bank has experienced a significant increase in loan sales volume with loan sales for the first quarter of 2018 approximating $36,900,000, compared to $4,800,000 for the first quarter of 2017, resulting in gains on sale of loans of $1,099,000 for the quarter ended March 31, 2018, compared to $117,000 for the first quarter of 2017, an increase of $982,000.

 

Gain on sales of securities amounted to $14,000 for the quarter ended March 31, 2018, compared to $82,000 for the same period in 2017, a decrease of $68,000 (82.8%).

 

Other operating income increased $74,000 (7.0%) for the three months ended March 31, 2018. The increase in other operating income was largely attributable to the impact of changes in fair value of mortgage servicing rights.  During the three months ended March 31, 2018, the fair value of mortgage servicing rights asset increased $53,000 primarily due to a decrease in prepayment speeds caused by an increase in mortgage loan interest rates. During the quarter ended March 31, 2017, the fair value of the servicing rights asset increased $10,000 with minimal change in the level of the serviced loan portfolio.

 

Non-Interest Expenses

 

For the quarter ended March 31, 2018, non-interest expenses were $6,551,000, compared to $4,633,000 for the first quarter of 2017, a $1,918,000 (41.4%) increase, which was primarily attributable to increases in salaries and benefits expense of $1,147,000 (44.0%), occupancy expense of $253,000 (47.0%), advertising and promotion of $205,000 and loan closing fees of $139,000.

 

Maintaining acceptable levels of non-interest expenses and operating efficiency are key performance indicators for the Corporation in its strategic initiatives. The financial services industry uses the efficiency ratio (total non-interest expense as a percentage of the aggregate of fully-tax equivalent net interest income and non-interest income) as a key indicator of performance. For the quarter ended March 31, 2018, the Corporation’s efficiency ratio was 73.15%, compared to 73.19% for the same period of 2017.

 

Provision for Income Taxes

 

The provision for income taxes for the quarter ended March 31, 2018 was $338,000 (effective rate of 15.8%), compared to $442,000 (effective rate of 24.1%) for the comparable 2017 period. The decrease in the provision for income taxes despite a $301,000 increase in income before income taxes is attributable to the impact of the Tax Reform Act which lowered the effective corporate income tax rate from 34% to 21% effective January 1, 2018.

 

 

FINANCIAL CONDITION

 

Overview of Balance Sheet

 

Total assets amounted to $786.7 million at March 31, 2018, compared to $780.5 million at December 31, 2017, an increase of $6.2 million (0.8%). The increase in total assets was primarily the result of an increase of $14.5 million (2.9%) in net loans and leases and $1.5 million (0.9%) in securities offset by a decrease of $10.9 million (39.8%) in cash and cash equivalents. Deposits during this same period increased $10.8 million, or 1.7%.

 

Shareholders’ equity decreased from $75.7 million at December 31, 2017 to $75.1 million at March 31, 2018. This decrease was primarily the result of dividends paid of $391,000 and a $2,074,000 increase in unrealized securities losses, net of tax offset by net income of $1,799,000. The increase in unrealized securities losses during the three month period ended March 31, 2018, 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 in the consolidated balance sheets.

  

Cash and Cash Equivalents

 

Cash and cash equivalents totaled $16.4 million at March 31, 2018 and $27.3 million at December 31, 2017, including interest-bearing deposits in other banks of $6.2 million at March 31, 2018 and $16.6 million at December 31, 2017. Management believes the current level of cash and cash equivalents is sufficient to meet the Corporation’s present liquidity and performance needs especially considering the availability of other funding sources, as described below. Total cash and cash equivalents fluctuate on a daily basis due to transactions in process and corresponding liquidity sources and uses. Management believes the Corporation’s liquidity needs in the near term will be satisfied by the current level of cash and cash equivalents, readily available access to traditional and non-traditional funding sources, and the portions of the investment and loan portfolios that will mature within one year. These sources of funds should enable the Corporation to meet cash obligations and off-balance sheet commitments as they come due. In addition, the Corporation has access to various sources of additional borrowings by virtue of long-term assets that can be used as collateral for such borrowings.

 

Securities

 

Management monitors the earnings performance and liquidity of the securities portfolio on a regular basis through Asset/Liability Committee (ALCO) meetings. As a result, all securities, except FHLB stock, have been designated as available-for-sale and may be sold if needed for liquidity, asset-liability management or other reasons. Such securities are reported at fair value, with any net unrealized gains or losses reported as a separate component of shareholders’ equity, net of related incomes taxes.

 

The amortized cost and fair value of available-for-sale securities as of March 31, 2018 totaled $173.8 million and $170.9 million, respectively, resulting in net unrealized loss before tax of $2.8 million and a corresponding after-tax decrease in shareholders’ equity of $2.2 million.

 

Loans and Leases

 

The Corporation’s primary lending areas are Northwestern, West Central, and Central Ohio. Gross loans and leases totaled $521.0 million at March 31, 2018, compared to $506.4 million at December 31, 2017, an increase of $14.6 million (2.9%).

 

There are also unrecognized financial instruments at March 31, 2018 and December 31, 2017 which relate to commitments to extend credit and letters of credit. The contract amount of such financial instruments approximated $132.1 million at March 31, 2018 and $127.5 million at December 31, 2017.

 

 

Allowance for Loan and Lease Losses

 

The following table presents a summary of activity in the allowance for loan and lease losses for the three months ended March 31, 2018 and 2017:

  

		(in thousands)
		2018				2017
Balance, beginning of period		$	2,835			$	3,345
Credit for loan and lease losses			90				(350	)
Charge offs			(80	)			(127	)
Recoveries			131				106
Net (charge offs) recoveries			51				(21	)
Balance, end of period		$	2,976			$	2,974

 

The allowance for loan and lease losses as a percentage of gross loans and leases was .57% at March 31, 2018, .56% at December 31, 2017, and .78% at March 31, 2017.

 

Regular provisions are made in amounts sufficient to maintain the balance in the allowance for loan and lease losses at a level considered by management to be adequate for losses within the portfolio. Even though management uses all available information to assess possible loan and lease losses, future additions or reductions to the allowance may be required as changes occur in economic conditions and specific borrower circumstances. The regulatory agencies that periodically review the Corporation’s allowance for loan and lease losses may also require additions to the allowance or the charge-off of specific loans and leases based upon the information available to them at the time of their examinations.

 

Loans and leases on non-accrual status amounted to $3.0 million and $2.8 million at March 31, 2018 and December 31, 2017, respectively. Non-accrual loans and leases as a percentage of outstanding loans amounted to .57% at March 31, 2018 and .55% at December 31, 2017.

 

The Corporation considers a loan or lease to be impaired when it becomes probable that the Corporation will be unable to collect under the contractual terms of the loan or lease, as the case may be, based on current information and events. There were no impaired loans at March 31, 2018 and December 31, 2017.

 

The Corporation had other potential problem credits of $13.2 million at March 31, 2018 and $8.0 million at December 31, 2017. The Corporation’s credit administration department continues to closely monitor these credits.

 

The Corporation provides pooled reserves for potential problem loans and leases using loss rates calculated considering historic net loan charge-off experience. The Corporation experienced $80,000 of loan charge-offs during the first three months of 2018 compared to annual loan charge-offs of $689,000 in 2017, $160,000 in 2016, and $639,000 in 2015, with most of the charge-offs coming from the commercial and commercial real estate loan portfolios. The Corporation also provides general reserves for the remaining portion of its loan portfolio not considered to be problem or potential problem loans. These general reserves are also calculated considering, among other things, the historic net charge-off experience for the relative loan type.

 

 

Funding Sources

 

The Corporation considers a number of alternatives, including but not limited to, deposits, as well as short-term and long-term borrowings when evaluating funding sources. Deposits, including customer deposits, brokered certificates of deposit, and public funds deposits continue to be the most significant source of funds for the Corporation, totaling $641.3 million, or 90.1% of the Corporation’s outstanding funding sources at March 31, 2018. Total deposits increased $10.8 million during the three months ended March 31, 2018.

 

Non-interest bearing deposits remain a smaller portion of the funding source for the Corporation than for most of its peers. Non-interest bearing deposits comprised 15.3% of total deposits at March 31, 2018, compared to 16.8% at December 31, 2017.

 

In addition to traditional deposits, the Corporation maintains both short-term and long-term borrowing arrangements. Other borrowings consisted of FHLB borrowings totaling $43.6 million at March 31, 2018 and $47.1 million at December 31, 2017 as well as $10 million of term borrowings from the United Bankers’ Bank (UBB) at March 31, 2018 and December 31, 2017. The UBB term borrowings, as well as a substantial portion of the FHLB borrowings were used to facilitate the Benchmark acquisition. The Corporation also has outstanding junior subordinated deferrable interest debentures of $12.8 million at March 31, 2018 and December 31, 2017. Management plans to maintain access to various borrowing alternatives as an appropriate funding source.

 

Shareholders’ Equity

 

Shareholders’ equity decreased from $75.7 million at December 31, 2017 to $75.1 million at March 31, 2018. This decrease was primarily the result of dividends paid of $391,000 and a $2,098,000 increase in unrealized securities losses, net of tax offset by net income of $1,799,000. The increase in unrealized securities losses during the three month period ended March 31, 2018, 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 in the consolidated balance sheets.

 

The Corporation and Bank met all regulatory capital requirements as of March 31, 2018, and the Bank is considered “well capitalized” under regulatory and industry standards of risk-based capital.

 

Liquidity and Interest Rate Sensitivity

 

The objective of the Corporation’s asset/liability management function is to maintain consistent growth in net interest income through management of the Corporation’s balance sheet liquidity and interest rate exposure based on changes in economic conditions, interest rate levels, and customer preferences.

 

The Corporation manages interest rate risk to minimize the impact of fluctuating interest rates on earnings. The Corporation uses simulation techniques that attempt to measure the volatility of changes in the level of interest rates, basic banking interest rate spreads, the shape of the yield curve, and the impact of changing product growth patterns. The primary method of measuring the sensitivity of earnings of changing market interest rates is to simulate expected cash flows using varying assumed interest rates while also adjusting the timing and magnitude of non-contractual deposit re-pricing to more accurately reflect anticipated pricing behavior. These simulations include adjustments for the lag in prime loan re-pricing and the spread and volume elasticity of interest-bearing deposit accounts, regular savings and money market deposit accounts.

 

The principal function of interest rate risk management is to maintain an appropriate relationship between those assets and liabilities that are sensitive to changing market interest rates. The Corporation closely monitors the sensitivity of its assets and liabilities on an ongoing basis and projects the effect of various interest rate changes on its net interest margin. Interest sensitive assets and liabilities are defined as those assets or liabilities that mature or re-price within a designated time frame.

 

Management believes the Corporation’s current mix of assets and liabilities provides a reasonable level of risk related to significant fluctuations in net interest income and the resulting volatility of the Corporation’s earning base. The Corporation’s management reviews interest rate risk in relation to its effect on net interest income, net interest margin, and the volatility of the earnings base of the Corporation.

  

 

Effects of Inflation on Financial Statements

 

All of the Corporation’s assets relate to commercial banking operations and are generally monetary in nature. Therefore, they are not impacted by inflation to the same degree as companies in capital-intensive industries in a replacement cost environment. During a period of rising prices, a net monetary asset position results in loss of purchasing power and conversely a net monetary liability position results in an increase in purchasing power. In the commercial banking industry, monetary assets typically exceed monetary liabilities. The Corporation has not experienced a significant level of inflation or deflation during the three month period ended March 31, 2018. However, because of the depressed national real estate market and sluggish local economy, the Corporation has experienced declines in the value of collateral securing commercial and non-commercial real estate loans. Management continues to closely monitor these trends in calculating the Corporation’s allowance for loan and lease losses.

 

 

ITEM 3

 

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

The only significant market risk to which the Corporation is exposed is interest rate risk. The business of the Corporation and the composition of its balance sheet consist of investments in interest-earning assets (primarily loans and securities), which are funded by interest bearing liabilities (deposits and borrowings). These financial instruments have varying levels of sensitivity to changes in the market rates of interest, resulting in market risk. None of the Corporation’s financial instruments are held for trading purposes.

 

The Corporation manages interest rate risk regularly through its Asset Liability Committee. The Committee meets on a regular basis and reviews various asset and liability management information, including but not limited to, the bank’s liquidity positions, projected sources and uses of funds, interest rate risk positions and economic conditions.

 

The Corporation monitors its interest rate risk through a sensitivity analysis, whereby it measures potential changes in its future earnings and the fair values of its financial instruments that may result from one or more hypothetical changes in interest rates. This analysis is performed by estimating the expected cash flows of the Corporation’s financial instruments using interest rates in effect at year-end. For the fair value estimates, the cash flows are then discounted to year-end to arrive at an estimated present value of the Corporation’s financial instruments. Hypothetical changes in interest rates are then applied to the financial instruments, and the cash flows and fair values are again estimated using these hypothetical rates. For the net interest income estimates, the hypothetical rates are applied to the financial instruments based on the assumed cash flows. The Corporation typically applies interest rate “shocks” to its financial instruments up and down under various scenarios up to as much as 400 basis points depending on the overall level of interest rates at any point in time.

 

There have been no material changes in the quantitative and qualitative information about market risk from the information provided in the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017.

 

  

ITEM 4

 

CONTROLS AND PROCEDURES

 

Evaluation of Controls and Procedures.

 

With the participation of our management, including our chief executive officer and chief financial officer, we have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")); as of the end of the period covered by this Quarterly Report on Form 10-Q. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that:

 

(a)

information required to be disclosed by the Corporation in this Quarterly Report on Form 10-Q would be accumulated and communicated to the Corporation’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure;

 

(b)	information required to be disclosed by the Corporation in this Quarterly Report on Form 10-Q would be recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms; and

 

(c)

the Corporation’s disclosure controls and procedures are effective as of the end of the period covered by this Quarterly Report on Form 10-Q to ensure that material information relating to the Corporation and its consolidated subsidiaries is made known to them, particularly during the period for which our periodic reports, including this Quarterly Report on Form 10-Q, are being prepared.

 

Changes in Internal Control over Financial Reporting.

There were no significant changes during the period covered by this Quarterly Report on Form 10-Q in our internal control over financial reporting (as defined in Rules 13a-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

  

PART II – Other Information

 

Item 1: Legal Proceedings.

 

There are no pending legal proceedings to which the Corporation or its subsidiaries are a party or to which any of their property is subject except routine legal proceedings to which the Corporation or its subsidiaries are a party incident to the banking business. None of such proceedings are considered by the Corporation to be material.

 

Item 1A: Risk Factors

 

There have been no material changes in the discussion pertaining to risk factors that was provided in the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017.

 

Item 2: Unregistered Sales of Equity Securities and Use of Proceeds.

 

The Corporation has not sold any of its securities which were not registered under the Securities Act during the period covered by this report. The table below includes certain information regarding the Corporation’s purchase of United Bancshares, Inc. common stock during the quarterly period ended March 31, 2018:

  

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 (a)				Maximum number of shares that may yet be purchased under the plan or program (a)
01/01/18 - 01/31/18			-			$	-				397,334				202,666
02/01/18 - 02/28/18			-			$	-				397,334				202,666
03/01/18 - 03/31/18			-			$	-				397,334				202,666

 

The Plan authorizes the Corporation to repurchase up to 600,000 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 3: Defaults upon Senior Securities.

 

None

 

  

Item 4: Mine Safety Disclosures

 

Not applicable

 

Item 5: Other Information.

 

None

 

Item 6: Exhibits

 

Exhibit Number	Description	Exhibit Location
2.1	Stock Purchase Agreement, dated July 1, 2014 among United Bancshares, Inc., Ohio State Bancshares, Inc. and Rbancshares, Inc.	Incorporated herein by reference to the Corporation’s Form 8-K filed July 1, 2014.
2.2	Agreement and Plan of Merger, dated March 22, 2017 among United Bancshares, Inc, Benchmark Bancorp, Inc. and Benchmark Bank	Incorporated herein by reference to the Corporation’s Form 8-K filed March 22, 2017.
3.1	Amended and Restated Articles of Incorporation	Incorporated herein by reference to the Corporation's Definitive Proxy Statement pursuant to Section 14(a) filed March 8, 2002.
3.2	Amended and Restated Code of Regulations	Incorporated herein by reference to the Corporation’s Form 10Q for the quarter ended September 30, 2007.
10.1	Salary Continuation Agreement - Brian D. Young	Incorporated herein by reference to the Corporation's 2004 Form 10K/A filed August 5, 2005.
10.2	Salary Continuation Agreement – Heather M. Oatman	Incorporated herein by reference to the Corporation's 2008 Form 10K filed March 20, 2009.
10.3	Preferred Trust Securities, Placement and Debenture agreements	Incorporated herein by reference to the Corporation’s 2004 Form 10K/A filed August 5, 2005.
10.4	Salary Continuation Agreement, First Amendment – Brian D. Young	Incorporated herein by reference to the Corporation’s 2007 Form 10Q filed April 27, 2007.
10.5	2016 Stock Option Plan	Incorporated herein by reference to the Corporation’s Definitive Proxy Statement pursuant to Section 14(a) filed March 23, 2016.
31.1	Rule 13a-14(a)/15d-14(a) Certification of CEO	Filed herewith
31.2	Rule 13a-14(a)/15d-14(a) Certification of CFO	Filed herewith
32.1	Section 1350 CEO’s Certification	Filed herewith
32.2	Section 1350 CFO’s Certification	Filed herewith
99.1	Safe Harbor under the Private Securities Litigation Reform Act of 1995	Filed herewith
101.INS	XBRL Instance Document	Filed herewith
101.SCH	XBRL Taxonomy Extension Schema	Filed herewith
101.CAL	XBRL Taxonomy Extension Calculation	Filed herewith
101.DEF	XBRL Taxonomy Extension Definition	Filed herewith
101.LAB	XBRL Taxonomy Extension Label	Filed herewith
101.PRE	XBRL Taxonomy Extension Presentation	Filed herewith

 

 

 

 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 26, 2018		By:/s/ Daniel J. Lucke
		Daniel J. Lucke
		Chief Financial Officer