UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
Annual report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934, as amended
For the fiscal year ended December 31, 2013
Commission File No.: 000-29283
UNITED BANCSHARES, INC.
(exact name of registrant as specified in its charter)
OHIO | 34-1516518 |
(State or other jurisdiction of | (I.R.S. Employer I.D. No.) |
incorporation or organization) |
100 S. High Street, Columbus Grove, Ohio 45830
(Address of principal executive offices)
Registrant’s telephone number, including area code:(419) 659-2141
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, no par value – NASDAQ Global Market
(Title of class)
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes No X
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes No X
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. YesXNo ___
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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
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 definitions of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act:
Large accelerated filer ____ Accelerated filer ____ Non-accelerated filer ____ Smaller Reporting Company X
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes No X
The aggregate market value of the voting stock held by non-affiliates of the registrant was $39,785,746, based upon the last sales price as quoted on the NASDAQ Global Market as of June 30, 2013.
The number of shares of Common Stock, no par value outstanding as of January 31, 2014: 3,442,364.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Report to Shareholders for the fiscal year ended December 31, 2013 are incorporated by reference into Part II. Portions of the Proxy Statement dated March 19, 2014 for the 2014 Annual Meeting of Shareholders to be held on April 23, 2014 are incorporated by reference into Part III.
INDEX
| Page(s) | |
| Part I | ||
Item 1. | Business | 3-24 |
Item 1A. | Risk Factors | 24-33 |
Item 1B. | Unresolved Staff Comments | 33 |
Item 2. | Properties | 33-34 |
Item 3. | Legal Proceedings | 34 |
Item 4. | Mine Safety Disclosures | 34 |
Part II | ||
Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters andIssuer Purchases of Equity Securities | 35 |
Item 6. | Selected Financial Data | 36 |
Item 7. | Management’s Discussion and Analysis of Financial Conditionand Results of Operations | 36 |
Item 7A. | Quantitative and Qualitative Disclosures About Market Risk | 36 |
Item 8. | Financial Statements and Supplementary Data | 36 |
Item 9. | Changes in and Disagreements with Accountants on Accountingand Financial Disclosure | 36 |
Item 9A. | Controls and Procedures | 36-37 |
Item 9B. | Other Information | 37 |
Part III | ||
Item 10. | Directors, Executive Officers and Corporate Governance of the Registrant | 38 |
Item 11. | Executive Compensation | 38 |
Item 12. | Security Ownership of Certain Beneficial Owners and Managementand Related Stockholder Matters | 38 |
Item 13. | Certain Relationships and Related Transactions and Director Independence | 38 |
Item 14. | Principal Accountant Fees and Services | 39 |
Part IV | ||
Item 15. | Exhibits and Financial Statement Schedules | 39-40 |
Signatures | 41 |
PART I
Item 1. Business
General
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 100 S. High Street, Columbus Grove, Ohio 45830. The Corporation is a one-bank holding company, through its wholly-owned subsidiary, The Union Bank Company, Columbus Grove, Ohio (“Bank”) as that term is defined by the Federal Reserve Board. As of December 31, 2013, the Corporation employed approximately 137 full-time equivalent employees.
United Bancshares, Inc’s. common stock has traded on the NASDAQ Global Market under the symbol “UBOH” since March 2001.
The Corporation is registered as a Securities Exchange Act of 1934 (the “1934 Act”) reporting company.
Forward Looking Statements
Certain matters disclosed herein may be deemed to be forward-looking statements that involve risks and uncertainties, including regulatory policy changes, interest rate fluctuations, loan demand, loan delinquencies and losses, general economic conditions, and other risks. Forward-looking statements are often characterized by the use of qualifying words and their derivatives such as “expects,” “anticipates,” “believes,” “estimates,” “plans,” “projects,” and other words and statements concerning opinions or judgments of the Corporation and its management about future events. Actual strategies and results in future time periods may differ materially from those currently expected. Such forward-looking statements represent management’s judgment as of the current date. The Corporation disclaims, however, any intent or obligation to update such forward-looking statements.
This report contains forward-looking statements that are based on management's beliefs, assumptions, current expectations, estimates and projections about the financial services industry, the economy, and the Corporation. Forward-looking statements are identifiable by words or phrases such as “outlook”, “plan” or “strategy”; that an event or trend “may”, “should”, “will”, “is likely”, or is “probably” to occur or “continue”, has “begun” or “is scheduled” or “on track” or that the Corporation or its management “anticipates”, “believes”, “estimates”, “plans”, “forecasts”, “intends”, “predicts”, “projects”, or “expects” a particular result, or is “committed”, “confident”, “optimistic” or has an “opinion” that an event will occur, or other words or phrases such as “ongoing”, “future”, “signs”, “efforts”, “tend”, “exploring”, “appearing”, “until”, “near term”, “going forward”, “starting” and variations of such words and similar expressions. Such statements are based upon current beliefs and expectations and involve substantial risks and uncertainties which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These statements include, among others, statements related to real estate valuation, future levels of non-performing loans, the rate of asset dispositions, dividends, future growth and funding sources, future liquidity levels, future profitability levels, the effects on earnings of changes in interest rates and the future level of other revenue sources. Management's determination of the provision and allowance for loan losses, the appropriate carrying value of intangible assets (including goodwill and mortgage servicing rights), deferred tax assets, other real estate owned, and the fair value of investment securities (including whether any impairment on any investment security is temporary or other-than-temporary and the amount of any impairment) and other financial instruments, involves judgments that are inherently forward-looking. All statements with references to future time periods are forward-looking. All of the information concerning interest rate sensitivity is forward-looking. Management's assumptions regarding pension and other post retirement plans involve judgments that are inherently forward-looking. Our ability to successfully implement new programs and initiatives, increase efficiencies, respond to declines in collateral values and credit quality, maintain our current level of deposits and other sources of funding, and improve profitability is not entirely within our control and is not assured. The future effect of changes in the real estate, financial and credit markets and the national and regional economy on the banking industry, generally, and the Corporation, specifically, are also inherently uncertain. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions (“risk factors”) that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence. Therefore, actual results and outcomes may materially differ from what may be expressed or forecasted in such forward-looking statements.
General Description of Bank Subsidiary
The Bank is engaged in the business of commercial banking. The Bank is an Ohio state-chartered bank, which serves the Ohio counties of Allen, Hancock, Putnam, Sandusky, Van Wert and Wood, with office locations in Bowling Green, Columbus Grove, Delphos, Findlay, Gibsonburg, Kalida, Leipsic, Lima, Ottawa, and Pemberville, Ohio.
The Bank offers a full range of commercial banking services, including checking accounts, savings and money market accounts; certificates of deposit; automatic teller machines; commercial, consumer, agricultural, residential mortgage and home equity loans; safe deposit box rentals; and other personalized banking services.
Competition
The Corporation competes for deposits with other commercial banks, savings associations and credit unions and issuers of commercial paper and other securities, such as shares in money market mutual funds. Primary factors in competing for deposits include customer service, interest rates and convenience. In making loans, the Corporation competes with other commercial banks, savings associations, consumer finance companies, credit unions, leasing companies, mortgage companies and other lenders. Competition is affected by, among other things, the general availability of lendable funds, general and local economic conditions, current interest rate levels and other factors that are not readily predictable. The number of financial institutions competing with the Corporation may increase as a result of changes in statutes and regulations eliminating various restrictions on interstate and inter-industry branching and acquisitions. Such increased competition may have an adverse effect upon the Corporation.
Effect of Environmental Regulation
Compliance with federal, state and local provisions regulating the discharge of material into the environment, or otherwise relating to the protection of the environment, have not had a material effect upon the capital expenditures, earnings or competitive position of the Corporation and its subsidiary. The Corporation believes that the nature of the operations of its subsidiary has little, if any, environmental impact. The Corporation, therefore, anticipates no material capital expenditures for environmental control facilities for its current fiscal year or for the foreseeable future. The Corporation’s subsidiary may be required to make capital expenditures for environmental control facilities related to properties, which they may acquire through foreclosure proceedings in the future; however, the amount of such capital expenditures, if any, is not currently determinable.
Supervision and Regulation
Other Statutes and Regulations
The following is a summary of certain other statutes and regulations affecting the Corporation and its subsidiary. This summary is qualified in its entirety by reference to such statutes and regulations.
The Corporation is a bank holding company under the Bank Holding Company Act of 1956, as amended, which restricts the activities of the Corporation and the acquisition by the Corporation of voting shares or assets of any bank, savings association or other company. The Corporation is also subject to the reporting requirements of, and examination and regulation by, the Federal Reserve Board. Subsidiary banks of a bank holding company are subject to certain restrictions imposed by the Federal Reserve Act on transactions with affiliates, including any loans or extensions of credit to the bank holding company or any of its subsidiaries, investments in the stock or other securities thereof and the taking of such stock or securities as collateral for loans or extensions of credit to any borrower; the issuance of guarantees, acceptances or letters of credit on behalf of the bank holding company and its subsidiary; purchases or sales of securities or other assets; and the payment of money or furnishing of services to the bank holding company and other subsidiaries. Bank holding companies are prohibited from acquiring direct or indirect control of more than 5% of any class of voting stock or substantially all of the assets of any bank holding company without the prior approval of the Federal Reserve Board. A bank holding company and its subsidiaries are prohibited from engaging in certain tying arrangements in connection with extensions of credit and/or the provision of other property or services to a customer by the bank holding company or its subsidiaries.
As an Ohio state-chartered bank, the Bank is supervised and regulated by the Ohio Division of Financial Institutions and the Federal Deposit Insurance Corporation (“FDIC”). The deposits of the Bank are insured by the FDIC and the Bank is subject to the applicable provisions of the Federal Deposit Insurance Act. A subsidiary of a bank holding company can be liable to reimburse the FDIC if the FDIC incurs or anticipates a loss because of a default of another FDIC-insured subsidiary of the bank holding company or in connection with FDIC assistance provided to such subsidiary in danger of default. In addition, the holding company of any insured financial institution that submits a capital plan under the federal banking agencies’ regulations on prompt corrective action guarantees a portion of the institution’s capital shortfall, as discussed below.
Various requirements and restrictions under the laws of the United States and the State of Ohio affect the operations of the Bank, including requirements to maintain reserves against deposits, restrictions on the nature and amount of loans which may be made and the interest that may be charged thereon, restrictions relating to investments and other activities, limitations on credit exposure to correspondent banks, limitations on activities based on capital and surplus, limitations on payment of dividends, and limitations on branching.
The Federal Reserve Board has adopted risk-based capital guidelines for bank holding companies. The risk-based capital guidelines include both a definition and a framework for calculating risk weighted assets by assigning assets and off-balance sheet items to broad risk categories. The minimum ratio of total capital to risk weighted assets (including certain off-balance sheet items, such as standby letters of credit) is 8%. At least 4% is to be comprised of common shareholders’ equity (including retained earnings but excluding treasury stock), noncumulative perpetual preferred stock, a limited amount of cumulative perpetual preferred stock, and minority interest in equity accounts of consolidated subsidiaries, less goodwill and certain other intangible assets (“Tier 1 capital”). The remainder (“Tier 2 capital”) may consist, among other things, of mandatory convertible debt securities, a limited amount of subordinated debt, other preferred stock and a limited amount of allowance for loan losses. The Federal Reserve Board also imposes a minimum leverage ratio (Tier 1 capital to total assets) of 3% for bank holding companies and state member banks that meet certain specified conditions, including having the highest regulatory rating. The minimum leverage ratio is 1%-2% higher for other bank holding companies and state member banks based on their particular circumstances and risk profiles and for those banks experiencing or anticipating significant growth. State non-member bank subsidiaries, such as the Bank are subject to similar capital requirements adopted by the FDIC.
The Corporation and its subsidiary currently satisfy all regulatory capital requirements. Failure to meet applicable capital guidelines could subject a banking institution to a variety of enforcement remedies available to federal and state regulatory authorities, including the termination of deposit insurance by the FDIC. The junior subordinated deferrable interest debentures issued in 2003, as described in Note 9 to the consolidated financial statements contained in the Corporation’s Annual Report, qualify as Tier I capital under current regulations.
The federal banking regulators have established regulations governing prompt corrective action to resolve capital deficient banks. Under these regulations, institutions, which become undercapitalized, become subject to mandatory regulatory scrutiny and limitations that increase as capital decreases. Such institutions are also required to file capital plans with their primary federal regulator, and their holding companies must guarantee the capital shortfall up to 5% of the assets of the capital deficient institution at the time it becomes undercapitalized.
The ability of a bank holding company to obtain funds for the payment of dividends and for other cash requirements is largely dependent on the amount of dividends that may be declared by its subsidiary bank and other subsidiaries. However, the Federal Reserve Board expects the Corporation to serve as a source of strength to its subsidiary bank, which may require it to retain capital for further investment in the subsidiary, rather than for dividends for shareholders of the Corporation. The Bank may not pay dividends to the Corporation if, after paying such dividends, it would fail to meet the required minimum levels under the risk-based capital guidelines and the minimum leverage ratio requirements. The Bank must have the approval of its regulatory authorities if a dividend in any year would cause the total dividends for that year to exceed the sum of the current year’s net income and the retained net income for the preceding two years, less required transfers to surplus. Payment of dividends by a bank subsidiary may be restricted at any time at the discretion of the regulatory authorities, if they deem such dividends to constitute an unsafe and/or unsound banking practice. These provisions could have the effect of limiting the Corporation’s ability to pay dividends on its outstanding common shares.
Deposit Insurance Assessments and Recent Legislation
The Federal Deposit Insurance Reform Act of 2005 and the Federal Deposit Insurance Reform Conforming Amendments Act of 2005 (collectively, the “Deposit Insurance Reform Acts”) were both signed into law during February, 2006. The provisions of the Deposit Insurance Reform Acts included, among other things, merging the Bank Insurance Fund and the Savings Association Insurance Fund into a new fund called the Deposit Insurance Fund, which merger was effective March 31, 2006; increasing insurance coverage for retirement accounts from $100,000 to $250,000, effective April 1, 2006; adjusting deposit insurance levels of $100,000 for non-retirement accounts and $250,000 for retirement accounts every five years based on an inflation index, with the first adjustment to be effective on January 1, 2011; eliminating a 1.25% hard target Designated Reserve Ratio, as defined, and giving the FDIC discretion to set the Designated Reserve Ratio within a range of 1.15% to 1.50% for any given year; eliminating certain restrictions on premium rates the FDIC charges covered institutions and establishing a risk-based premium system; and providing for a one-time credit for institutions that paid premiums to the Bank Insurance Fund or the Savings Association Insurance Fund prior to December 31, 1996.
Current economic conditions have increased bank failures and expectations for further failures, in which case the FDIC insures payment of deposits up to insured limits from the Deposit Insurance Fund. In late 2008, the FDIC announced an increase in insurance premium rates of seven basis points for the first quarter of 2009. On February 27, 2009, the FDIC announced its adoption of an interim final rule imposing a one-time special assessment of up to 20 basis points and a final rule adjusting the risk-based calculation used to determine the premiums due from each financial institution. On March 5, 2009, the FDIC announced its plan to reduce the special assessment to 10 basis points. The special assessment and the changes in the premium calculation significantly increased the Corporation’s FDIC insurance expense in 2009. On September 29, 2009, the FDIC adopted a Notice of Proposed Rule making it mandatory that insured depository institutions prepay their quarterly risk-based assessments to the FDIC on December 30, 2009 for the fourth quarter of 2009 and for the years 2010 through 2012. The FDIC applied the Bank’s first two quarterly assessments in 2013 against the remaining prepaid balance and refunded $171,034 to the Bank at the end of the second quarter of 2013.
Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), the FDIC has established 2.0% as the designated reserve ratio (DRR), that is, the ratio of the Deposit Insurance Fund to insured deposits. The Dodd-Frank Act directs the FDIC to amend its assessment regulations so that future assessments will generally be based upon a depository institution’s average total consolidated assets minus the average tangible equity of the insured depository institution during the assessment period, whereas assessments were previously based on the amount of an institution’s insured deposits. The minimum deposit insurance fund rate will increase from 1.15% to 1.35% by September 30, 2020, and the cost of the increase will be borne by depository institutions with assets of $10 billion or more. At least semi-annually, the FDIC will update its loss and income projections for the fund and, if needed, will increase or decrease assessment rates, following notice-and-comment rulemaking if required.
The Consumer Financial Protection Bureau (“CFPB”), pursuant to the Dodd-Frank Act, issued a final rule on January 10, 2013 (effective on January 10, 2014), amending Regulation Z as implemented by the Truth in Lending Act, requiring creditors to make a reasonable and good faith determination based on verified and documented information that a consumer applying for a mortgage loan has a reasonable ability to repay the loan according to its terms. Creditors are required to determine consumers’ ability to repay in one of two ways. The first alternative requires the creditor to consider the following eight underwriting factors when making the credit decision: (i) current or reasonably expected income or assets; (ii) current employment status; (iii) the monthly payment on the covered transaction; (iv) the monthly payment on any simultaneous loan; (v) the monthly payment for mortgage-related obligations; (vi) current debt obligations, alimony, and child support; (vii) the monthly debt-to-income ratio or residual income; and (viii) credit history. Alternatively, the creditor can originate “qualified mortgages,” which are entitled to a presumption that the creditor making the loan satisfied the ability-to-repay requirements. In general, a “qualified mortgage” is a mortgage loan without negative amortization, interest-only payments, balloon payments, or terms exceeding 30 years. In addition, to be a qualified mortgage the points and fees paid by a consumer cannot exceed 3% of the total loan amount. Qualified mortgages that are “higher-priced” (e.g. subprime loans) garner a rebuttable presumption of compliance with the ability-to-repay rules, while qualified mortgages that are not “higher-priced” (e.g. prime loans) are given a safe harbor of compliance. To meet the mortgage credit needs of a broader customer base, the Corporation and its subsidiary are predominantly an originator of mortgages that are in compliance with the Ability-to-Pay rules.
Uncertainty remains as to the ultimate impact of the Dodd-Frank Act, which could have a material adverse impact either on the financial services industry as a whole, or on the Corporation’s business, results of operations and financial condition. Provisions in the legislation that affect deposit insurance assessments, payment of interest on demand deposits and interchange fees could increase the costs associated with deposits as well as place limitations on certain revenues those deposits may generate. Provisions in the legislation that require revisions to the capital requirements of the Corporation and the Bank could require the Corporation and the Bank to seek other sources of capital in the future.
In July 2013, the federal banking agencies issued a final rule that will revise the leverage and risk-based capital requirements and the method for calculating risk-weighted assets to make them consistent with the agreements that were reached by the international Basel Committee on Banking Supervision and the Dodd-Frank Act. Among other things, the rule establishes a new common equity Tier 1 minimum capital requirement (4.5% of risk-weighted assets), adopts a uniform minimum leverage requirement of 4% of total assets, increases the minimum tier 1 capital to risk-weighted assets requirement (from 4% to 6% of risk-weighted assets) and assigns a higher risk weighting (150%) to exposures that are more than 90 days past due or are on nonaccrual status and to certain commercial real estate facilities that finance the acquisition, development or construction of real property. The final rule also requires unrealized gains and losses on certain “available for sale” securities holdings to be included for purposes of calculating regulatory capital unless a one-time opt-out is exercised. Additional restraints will also be imposed on the inclusion in regulatory capital of mortgage-servicing assets, defined tax assets and minority interests. The rule limits a banking organization’s capital distributions and certain discretionary bonus payments to executives if the banking organization does not hold a “capital conservation buffer” consisting of 2.5% of common equity Tier 1 capital to risk-weighted assets in addition to the amount necessary to meet its minimum risk-based capital requirements. The final rule becomes effective on January 1, 2015. The capital conservation buffer requirements will be phased in beginning January 1, 2016 and ending January 1, 2019, when the full capital conservation buffer requirement will be effective.
Monetary Policy and Economic Conditions
The commercial banking business is affected not only by general economic conditions, but also by the policies of various governmental regulatory authorities, including the Federal Reserve Board. The Federal Reserve Board regulates money and credit conditions and interest rates in order to influence general economic conditions primarily through open market operations in U.S. Government securities, changes in the discount rate on bank borrowings and changes in reserve requirements against bank deposits. These policies and regulations significantly affect the overall growth and distribution of bank loans, investments and deposits, and the interest rates charged on loans as well as the interest rates paid on deposits and accounts.
The monetary policies of the Federal Reserve Board have had a significant effect on the operating results of commercial banks in the past and are expected to continue to have significant effects in the future. In view of the changing conditions in the economy and the money market and the activities of monetary and fiscal authorities, no definitive predictions can be made as to future changes in interest rates, creditavailability or deposit level.
Statistical Financial Information Regarding the Corporation
The following schedules and table analyze certain elements of the consolidated balance sheets and statements of income of the Corporation and its subsidiary, as required under Securities Act Industry Guide 3 promulgated by the Securities and Exchange Commission, and should be read in conjunction with the narrative analysis presented in ITEM 7, MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION and the Consolidated Financial Statements of the Corporation, both of which are included in the 2013 Annual Report.
Available Information
The Corporation files various reports with the SEC, including Forms 10-Q, 10-K, 11-K and 8-K as required. The public may read and copy any filed materials with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information statements, and other information that the Corporation electronically files with the SEC.
Various information on the Corporation may also be obtained from the Corporation’s maintained website at http://www.theubank.com.
I. | DISTRIBUTION OF ASSETS, LIABILITIES AND SHAREHOLDERS’ EQUITY; INTEREST RATES AND INTEREST DIFFERENTIAL |
| A. | The following are the average balance sheets for the years ended December 31: |
| 2013 | 2012 | 2011 | |||||||||
(dollars in thousands) | ||||||||||||
| ASSETS | ||||||||||||
Interest-earning assets | ||||||||||||
Securities (1) | ||||||||||||
Taxable | $ | 132,471 | $ | 121,376 | $ | 104,755 | ||||||
Non-taxable | 60,107 | 46,390 | 46,981 | |||||||||
Interest bearing deposits | 29,770 | 37,625 | 41,802 | |||||||||
Federal funds sold | 23 | 46 | 82 | |||||||||
Loans (2) | 299,379 | 325,114 | 360,669 | |||||||||
Total interest-earning assets | 521,750 | 530,551 | 554,289 | |||||||||
Non-interest-earning assets | ||||||||||||
Cash and due from banks | 8,487 | 7,242 | 6,944 | |||||||||
Premises and equipment, net | 9,174 | 9,385 | 9,728 | |||||||||
Accrued interest receivable and other assets | 28,027 | 28,773 | 31,266 | |||||||||
Allowance for loan losses | (5,681 | ) | (7,485 | ) | (8,762 | ) | ||||||
| $ | 561,757 | $ | 568,466 | $ | 593,465 | |||||||
LIABILITIES AND SHAREHOLDERS' EQUITY | ||||||||||||
Interest-bearing liabilities | ||||||||||||
Deposits | ||||||||||||
Savings and interest-bearingdemand deposits | $ | 212,464 | $ | 194,590 | $ | 171,142 | ||||||
Time deposits | 180,110 | 208,982 | 256,953 | |||||||||
Junior subordinated deferrableinterest debentures | 10,300 | 10,300 | 10,300 | |||||||||
Other borrowings | 21,589 | 27,488 | 41,058 | |||||||||
Total interest-bearing liabilities | 424,463 | 441,360 | 479,453 | |||||||||
Non-interest-bearing liabilities | ||||||||||||
Demand deposits | 69,794 | 60,876 | 53,505 | |||||||||
Accrued interest payable and otherLiabilities | 4,136 | 4,196 | 3,078 | |||||||||
Shareholders' equity (3) | 63,364 | 62,034 | 57,429 | |||||||||
| $ | 561,757 | $ | 568,466 | $ | 593,465 | |||||||
(1) | Securities include securities available-for-sale, which are carried at fair value, and Federal Home Loan Bank (FHLB) stock carried at cost. The average balance includes monthly average balances of fair value adjustments and daily average balances for the amortized cost of securities. |
(2) | Loan balances include principal balances of non-accrual loans and loans held for sale. |
(3) | Shareholders’ equity includes average net unrealized appreciation (depreciation) on securities available-for-sale, net of tax. |
I. | DISTRIBUTION OF ASSETS, LIABILITIES AND SHAREHOLDERS’ EQUITY; INTEREST RATES AND INTEREST DIFFERENTIAL (CONTINUED) |
B. | The following tables set forth, for the years indicated, the condensed average balances of interest-earning assets and interest-bearing liabilities, the interest earned or paid on such amounts, and the average interest rates earned or paid thereon. |
2013 Average Balance | Interest | Average Rate | ||||||||||
| (dollars in thousands) | |||||||||||
| INTEREST-EARNING ASSETS | ||||||||||||
Securities (1) | ||||||||||||
Taxable | $ | 132,471 | $ | 2,690 | 2.03 | % | ||||||
Non-taxable (2) | 60,107 | 2,816 | 4.68 | % | ||||||||
Loans (3, 4) | 299,379 | 15,248 | 5.09 | % | ||||||||
Other | 29,793 | 102 | 0.34 | % | ||||||||
Total interest-earning assets | $ | 521,750 | 20,856 | 4.00 | % | |||||||
INTEREST-BEARING LIABILITIES | ||||||||||||
Deposits | ||||||||||||
Savings and interest-bearingdemand deposits | $ | 212,464 | 304 | 0.14 | % | |||||||
Time deposits | 180,110 | 1,838 | 1.02 | % | ||||||||
Junior subordinated deferrableinterest debentures | 10,300 | 353 | 3.43 | % | ||||||||
Other borrowings | 21,589 | 754 | 3.49 | % | ||||||||
Total interest-bearing liabilities | $ | 424,463 | 3,249 | 0.77 | % | |||||||
Net interest income, tax equivalent basis | $ | 17,607 | ||||||||||
Net interest income as a percent ofaverage interest-earning assets | 3.38 | % | ||||||||||
(1) | Securities include securities available-for-sale, which are carried at fair value, and FHLB stock carried at cost. The average balance includes monthly average balances of fair value adjustments and daily average balances for the amortized cost of securities. |
(2) | Computed on tax equivalent basis for non-taxable securities (34% statutory rate). |
(3) | Loan balances include principal balance of non-accrual loans. |
(4) | Interest income on loans includes fees of $798,786. |
I. | DISTRIBUTION OF ASSETS, LIABILITIES AND SHAREHOLDERS’ EQUITY; INTEREST RATES AND INTEREST DIFFERENTIAL (CONTINUED) |
2012 Average Balance | Interest | Average Rate | ||||||||||
(dollars in thousands) | ||||||||||||
| INTEREST-EARNING ASSETS | ||||||||||||
Securities (1) | ||||||||||||
Taxable | $ | 121,376 | $ | 2,777 | 2.29 | % | ||||||
Non-taxable (2) | 46,390 | 2,708 | 5.84 | % | ||||||||
Loans (3, 4) | 325,114 | 17,922 | 5.51 | % | ||||||||
Other | 37,671 | 114 | 0.30 | % | ||||||||
Total interest-earning assets | $ | 530,551 | 23,521 | 4.43 | % | |||||||
INTEREST-BEARING LIABILITIES | ||||||||||||
Deposits | ||||||||||||
Savings and interest-bearingdemand deposits | $ | 194,590 | 286 | 0.15 | % | |||||||
Time deposits | 208,982 | 3,062 | 1.47 | % | ||||||||
Junior subordinated deferrableinterest debentures | 10,300 | 368 | 3.57 | % | ||||||||
Other borrowings | 27,488 | 960 | 3.49 | % | ||||||||
Total interest-bearing liabilities | $ | 441,360 | 4,676 | 1.06 | % | |||||||
Net interest income, tax equivalent basis | $ | 18,845 | ||||||||||
Net interest income as a percent ofaverage interest-earning assets | 3.55 | % | ||||||||||
(1) | Securities include securities available-for-sale, which are carried at fair value, and FHLB stock carried at cost. The average balance includes monthly average balances of market value adjustments and daily average balances for the amortized cost of securities. |
(2) | Computed on tax equivalent basis for non-taxable securities (34% statutory rate). |
(3) | Loan balances include principal balance of non-accrual loans. |
(4) | Interest income on loans includes fees of $1,213,462. |
I. | DISTRIBUTION OF ASSETS, LIABILITIES AND SHAREHOLDERS’ EQUITY; INTEREST RATES AND INTEREST DIFFERENTIAL (CONTINUED) |
2011 Average Balance | Interest | Average Rate | ||||||||||
(dollars in thousands) | ||||||||||||
| INTEREST-EARNING ASSETS | ||||||||||||
Securities available-for-sale (1) | ||||||||||||
Taxable | $ | 104,755 | $ | 3,257 | 3.11 | % | ||||||
Non-taxable (2) | 46,981 | 2,933 | 6.24 | % | ||||||||
Loans (3, 4) | 360,669 | 21,198 | 5.88 | % | ||||||||
Other | 41,884 | 99 | 0.24 | % | ||||||||
Total interest-earning assets | $ | 554,289 | 27,487 | 4.96 | % | |||||||
INTEREST-BEARING LIABILITIES | ||||||||||||
Deposits | ||||||||||||
Savings and interest-bearingdemand deposits | $ | 171,142 | 249 | 0.15 | % | |||||||
Time deposits | 256,953 | 5,291 | 2.06 | % | ||||||||
Junior subordinated deferrableinterest debentures | 10,300 | 350 | 3.40 | % | ||||||||
Other borrowings | 41,058 | 1,436 | 3.50 | % | ||||||||
Total interest-bearing liabilities | $ | 479,453 | 7,326 | 1.53 | % | |||||||
Net interest income, tax equivalent basis | $ | 20,161 | ||||||||||
Net interest income as a percent ofaverage interest-earning assets | 3.64 | % | ||||||||||
(1) | Securities include securities available-for-sale, which are carried at fair value, and FHLB stock carried at cost. The average balance includes monthly average balances of market value adjustments and daily average balances for the amortized cost of securities. |
(2) | Computed on tax equivalent basis for non-taxable securities (34% statutory rate). |
(3) | Loan balances include principal balance of non-accrual loans and loans held for sale. |
(4) | Interest income on loans includes fees of $922,947. |
I. | DISTRIBUTION OF ASSETS, LIABILITIES AND SHAREHOLDERS’ EQUITY; INTEREST RATES AND INTEREST DIFFERENTIAL (CONTINUED) |
C. | The following tables set forth the effect of volume and rate changes on interest income and expenses for the periods indicated. For purposes of these tables, changes in interest due to volume and rate were determined as follows: |
Volume variance - change in volume multiplied by the previous year’s rate.
Rate variance - change in rate multiplied by the previous year’s volume.
Rate/volume variance - change in volume multiplied by the change in rate.
● | This variance was allocated to volume variances and rate variances in proportion to the relationship of the absolute dollar amount of the change in each. |
Interest on non-taxable securities has been adjusted to a fully tax equivalent basis using a statutory tax rate of 34% in all years presented.
2013/2012 | ||||||||||||
Total | Variance Attributable To | |||||||||||
Variance | Volume | Rate | ||||||||||
| (dollars in thousands) | |||||||||||
| INTEREST INCOME | ||||||||||||
Securities - | ||||||||||||
Taxable | $ | (87 | ) | $ | 241 | $ | (328 | ) | ||||
Non-taxable | 108 | 706 | (598 | ) | ||||||||
Loans | (2,674 | ) | (1,364 | ) | (1,310 | ) | ||||||
Other | (12 | ) | (26 | ) | 14 | |||||||
Subtotal | (2,665 | ) | (443 | ) | (2,222 | ) | ||||||
INTEREST EXPENSE | ||||||||||||
Deposits - | ||||||||||||
Savings and interest-bearingdemand deposits | 18 | 26 | (8 | ) | ||||||||
Time deposits | (1,223 | ) | (383 | ) | (840 | ) | ||||||
Junior subordinated deferrableinterest debentures | (15 | ) | - | (15 | ) | |||||||
Other borrowings | (206 | ) | (206 | ) | - | |||||||
Subtotal | (1,426 | ) | (563 | ) | (863 | ) | ||||||
NET INTEREST INCOME | $ | (1,239 | ) | $ | 120 | $ | (1,359 | ) | ||||
I. | DISTRIBUTION OF ASSETS, LIABILITIES AND SHAREHOLDERS’ EQUITY; INTEREST RATES AND INTEREST DIFFERENTIAL (CONTINUED) |
2012/2011 | ||||||||||||
Total | Variance Attributable To | |||||||||||
Variance | Volume | Rate | ||||||||||
| (dollars in thousands) | |||||||||||
| INTEREST INCOME | ||||||||||||
Securities - | ||||||||||||
Taxable | $ | (480 | ) | $ | 466 | $ | (946 | ) | ||||
Non-taxable | (225 | ) | (37 | ) | (188 | ) | ||||||
Loans | (3,276 | ) | (2,010 | ) | (1,266 | ) | ||||||
Other | 15 | (11 | ) | 26 | ||||||||
Subtotal | (3,966 | ) | (1,592 | ) | (2,374 | ) | ||||||
INTEREST EXPENSE | ||||||||||||
Deposits - | ||||||||||||
Savings and interest-bearingdemand deposits | 37 | 34 | 3 | |||||||||
Time deposits | (2,229 | ) | (876 | ) | (1,353 | ) | ||||||
Junior subordinated deferrableinterest debentures | 18 | - | 18 | |||||||||
Other borrowings | (476 | ) | (474 | ) | (2 | ) | ||||||
Subtotal | (2,650 | ) | (1,316 | ) | (1,334 | ) | ||||||
NET INTEREST INCOME | $ | (1,316 | ) | $ | (276 | ) | $ | (1,040 | ) | |||
II. | INVESTMENT PORTFOLIO |
A. | The carrying amounts of securities available-for-sale as of December 31 are summarized as follows: |
2013 | 2012 | 2011 | ||||||||||
(dollars in thousands) | ||||||||||||
U.S. Government agency securities | $ | 12,333 | $ | 15,554 | $ | 7,521 | ||||||
Obligations of states and political subdivisions | 66,540 | 53,919 | 49,311 | |||||||||
Mortgage-backed securities | 117,472 | 107,607 | 94,599 | |||||||||
Other | 735 | 528 | 525 | |||||||||
| $ | 197,080 | $ | 177,608 | $ | 151,956 | |||||||
The above excludes Federal Home Loan Bank stock amounting to $4,893,800 in 2013, 2012, and 2011.
B. | The maturity distribution and weighted average yield of securities available-for-sale at December 31, 2013 are as follows (1): |
Maturing | ||||||||||||||||
Within One Year | After One Year But Within Five Years | After Five Years But Within Ten Years | After Ten Years | |||||||||||||
(dollars in thousands) | ||||||||||||||||
Agencies | $ | - | $ | 8,489 | $ | 3,844 | $ | - | ||||||||
Obligations of states and politicalsubdivisions | 2,450 | 6,295 | 34,169 | 23,626 | ||||||||||||
Mortgage-backed securities (2) | - | 726 | 10,858 | 105,888 | ||||||||||||
| $ | 2,450 | $ | 15,510 | $ | 48,871 | $ | 129,514 | |||||||||
Weighted Average Yield | ||||||||||||||||
Agencies | - | 1.04 | % | 1.58 | % | - | ||||||||||
Obligations of states and political subdivisions | 3.97 | % | 3.74 | % | 2.86 | % | 3.54 | % | ||||||||
Mortgage-backed securities (2) | - | 4.51 | % | 2.77 | % | 2.50 | % | |||||||||
Weighted Average Yield - Portfolio | 3.97 | % | 2.30 | % | 2.74 | % | 2.69 | % | ||||||||
(1) | Table excludes Federal Home Loan Bank stock and $735,036 of securities having no maturity date. |
(2) | Maturity based upon estimated weighted-average life. |
The weighted average interest rates are based on coupon rates for securities purchased at par value and on effective interest rates considering amortization or accretion if the securities were purchased at a premium or discount.
C. | There were no securities which exceeded 10% of shareholders’ equity at December 31, 2013. |
III. | LOAN PORTFOLIO |
A. | Types of Loans – Total loans, including loans held for sale, are comprised of the following classifications at December 31 for the years indicated: |
2013 | 2012 | 2011 | 2010 | 2009 | ||||||||||||||||
(dollars in thousands) | ||||||||||||||||||||
Commercial andagricultural | $ | 235,152 | $ | 241,730 | $ | 270,454 | $ | 305,657 | $ | 286,485 | ||||||||||
Real estate mortgage | 56,651 | 61,276 | 64,888 | 70,331 | 107,515 | |||||||||||||||
Consumer loans | 3,934 | 4,396 | 5,358 | 7,919 | 13,815 | |||||||||||||||
| $ | 295,737 | $ | 307,402 | $ | 340,700 | $ | 383,907 | $ | 407,815 | |||||||||||
Real estate mortgage loans include real estate construction loans of $3.6 million in 2013, $2.6 million in 2012, $5.3 million in 2011, $6.5 million in 2010, and $4.8 million in 2009. There were no lease financing receivables in any year.
CONCENTRATIONS OF CREDIT RISK – The Corporation’s depository institution subsidiary grants commercial, real estate, installment, and credit card loans to customers primarily located in Northwestern and West Central Ohio. Commercial loans include loans collateralized by business assets and agricultural loans collateralized by farm equipment. As of December 31, 2013, commercial and agricultural loans make up 79.51% of the loan portfolio; the loans are expected to be repaid from cash flow from operations of the businesses. As of December 31, 2013, real estate mortgage loans make up 19.16% of the loan portfolio and are collateralized by first mortgages on residential real estate. As of December 31, 2013, consumer loans to individuals make up 1.33% of the loan portfolio and are primarily collateralized by consumer assets.
B. | Maturities and Sensitivities of Loans to Changes in Interest Rates – The following table shows the amounts of commercial and agricultural loans outstanding as of December 31, 2013 which, based on remaining scheduled repayments of principal, are due in the periods indicated. Also, the amounts have been classified according to sensitivity to changes in interest rates for commercial and agricultural loans due after one year. (Variable-rate loans are those loans with floating or adjustable interest rates.) |
Maturing | Commercial and Agricultural | |||
(dollars in thousands) | ||||
Within one year | $ | 30,608 | ||
After one year but within five years | 34,961 | |||
After five years | 169,583 | |||
| $ | 235,152 | |||
III. | LOAN PORTFOLIO (CONTINUED) |
Interest Sensitivity | ||||||||||||
Fixed Rate | Variable Rate | Total | ||||||||||
(dollars in thousands) | ||||||||||||
Due after one year but within five years | $ | 20,284 | $ | 14,677 | $ | 34,961 | ||||||
Due after five years | 9,481 | 160,102 | 169,583 | |||||||||
| $ | 29,765 | $ | 174,779 | $ | 204,544 | |||||||
C. | Risk Elements – Non-accrual, Past Due, Restructured and Impaired Loans – The following table summarizes non-accrual, past due, restructured and impaired loans at December 31: |
2013 | 2012 | 2011 | 2010 | 2009 | ||||||||||||||||
(dollars in thousands) | ||||||||||||||||||||
(a) Loans accounted for on a non-accrual basis | $ | 6,511 | $ | 17,171 | $ | 21,700 | $ | 16,497 | $ | 12,937 | ||||||||||
| �� | ||||||||||||||||||||
(b) Loans contractually past due 90 days or more as to interest or principal payments and still accruing interest | 37 | 25 | 55 | 126 | 2,456 | |||||||||||||||
(c) Loans not included in (a) or (b) which are "Troubled Debt Restructurings" as defined by accounting principles generally accepted in the United States of America | 201 | 2,139 | 4,479 | 3,092 | - | |||||||||||||||
| $ | 6,749 | $ | 19,355 | $ | 26,234 | $ | 19,715 | $ | 15,393 | |||||||||||
The following is reported for the year ended December 31:
2013 | 2012 | 2011 | 2010 | 2009 | ||||||||||||||||
(dollars in thousands) | ||||||||||||||||||||
Gross interest income that would have been recorded on non-accrual loans outstanding if the loans had been current, in accordance with their original terms and had been outstanding throughout the period or since origination if held for part of the period | $ | 633 | $ | 1,143 | $ | 1,438 | $ | 987 | $ | 1,015 | ||||||||||
Interest income actually recorded on non-accrual loans and included in net income for the period | - | - | - | - | - | |||||||||||||||
Interest income not recognized during the period | $ | 633 | $ | 1,143 | $ | 1,438 | $ | 987 | $ | 1,015 | ||||||||||
III. | LOAN PORTFOLIO (CONTINUED) |
1. | Discussion of the non-accrual policy | |
The accrual of interest on mortgage and commercial loans is generally discontinued at the time the loan is 90 days past due unless the credit is well-secured and in process of collection. Personal loans are typically charged-off no later than when they become 150 days past due. Past due status is based on contractual terms of the loan. In all cases, loans are placed on non-accrual or charged-off at an earlier date if collection of principal or interest is considered doubtful. | ||
All interest accrued but not collected for loans that are placed on nonaccrual or charged-off is reversed against interest income. Interest on these loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured. |
2. | Potential problem loans | |
As of December 31, 2013, in addition to the $6.7 million of loans reported under Item III C, there are approximately $9.5 million of other outstanding loans where known information causes management to have doubts as to the ability of such borrowers to comply with the present loan repayment terms and which may result in disclosure of such loans pursuant to Item III C at some future date. Consideration was given to loans classified for regulatory purposes as substandard or special mention that have not been disclosed in Item III C above. |
3. | Foreign outstandings | |
None. |
4. | Loan concentrations | |
At December 31, 2013, loans outstanding relating to agricultural operations or collateralized by agricultural real estate aggregated $38,343,403. At December 31, 2013, there were four borrowers with loans totaling $1,317,020 in agricultural loans, which were accounted for on a non-accrual basis; and there were no accruing agricultural commercial loans which were contractually past due 90 days or more as to interest or principal payments. | ||
| D. | Other interest-bearing assets | |
As of December 31, 2013, there were no other interest-bearing assets that are required to be disclosed. |
IV. | SUMMARY OF LOAN LOSS EXPERIENCE |
A. | The following schedule presents an analysis of the allowance for loan losses, average loan data and related ratios for the years ended December 31: |
2013 | 2012 | 2011 | 2010 | 2009 | ||||||||||||||||
| (dollars in thousands) | |||||||||||||||||||
| LOANS | ||||||||||||||||||||
Loans outstanding at endof period (1) | $ | 295,737 | $ | 307,402 | $ | 340,700 | $ | 383,907 | $ | 407,815 | ||||||||||
Average loans outstanding during period (1) | $ | 299,379 | $ | 325,114 | $ | 360,669 | $ | 398,378 | $ | 417,913 | ||||||||||
ALLOWANCE FOR LOAN LOSSES | ||||||||||||||||||||
Balance at beginning of period | $ | 6,918 | $ | 8,543 | $ | 8,017 | $ | 4,804 | $ | 3,198 | ||||||||||
| Loans charged off - | ||||||||||||||||||||
Commercial and agricultural | (2,614 | ) | (2,103 | ) | (3,635 | ) | (3,107 | ) | (5,471 | ) | ||||||||||
Real estate mortgage | (4 | ) | (144 | ) | (515 | ) | (494 | ) | (431 | ) | ||||||||||
Consumer loans to individuals | (23 | ) | (14 | ) | (88 | ) | (223 | ) | (366 | ) | ||||||||||
| (2,641 | ) | (2,261 | ) | (4,238 | ) | (3,824 | ) | (6,268 | ) | |||||||||||
Recoveries of loans previouslycharged off - | ||||||||||||||||||||
Commercial and agricultural | 541 | 379 | 162 | 282 | 53 | |||||||||||||||
Real estate mortgage | 11 | 14 | 142 | 95 | 17 | |||||||||||||||
Consumer loans | 18 | 43 | 85 | 110 | 279 | |||||||||||||||
| 570 | 436 | 389 | 487 | 349 | ||||||||||||||||
Net loans charged off | (2,071 | ) | (1,825 | ) | (3,849 | ) | (3,337 | ) | (5,919 | ) | ||||||||||
Provision for loan losses | (833 | ) | 200 | 4,375 | 6,550 | 7,525 | ||||||||||||||
Balance at end of period | $ | 4,014 | $ | 6,918 | $ | 8,543 | $ | 8,017 | $ | 4,804 | ||||||||||
Ratio of net charge-offs duringthe period to average loansoutstanding during the period | 0.69 | % | 0.56 | % | 1.07 | % | 0.84 | % | 1.42 | % | ||||||||||
(1) | Including loans held for sale. |
The amount of loan charge-offs and recoveries fluctuate from year to year due to various factors relating to the condition of the general economy and specific business segments. The 2013 loan charge-offs included nine commercial or agricultural credits, with the largest individual charge-off being $1,269,000. The 2012 loan charge-offs included twenty-three commercial or agricultural credits, with the largest individual charge-off being $509,000. The 2011 loan charge-offs included twenty-seven commercial or agricultural credits, with the largest individual charge-off being $1,400,000. The 2010 loan charge-offs included nine commercial or agricultural credits, with the largest individual charge-off being $585,000. The 2009 loan charge-offs included one commercial credit amounting to $3,600,000 whose business operations ceased during the fourth quarter of 2009. The Corporation incurred $231,000 of additional charge-offs in 2010 related to the credit. In addition, 2009 net-loan charge-offs included five other commercial and/or commercial real estate credits, with the largest individual credit charge-off being $775,000.
IV. | SUMMARY OF LOAN LOSS EXPERIENCE (CONTINUED) |
The Corporation recognized a negative provision for loan losses of $833,000 in 2013. Problem and potential problem loans aggregated $16.2 million at December 31, 2013 compared to $34.2 million at December 31, 2012. The Corporation will continue to monitor the credit quality of its loan portfolio, and especially the quality of those credits identified as problem or potential problem credits, to ensure the allowance for loan losses is maintained at an appropriate level.
The allowance for loan losses balance and the provision for loan losses are judgmentally determined by management based upon periodic reviews of the loan portfolio. In addition, management considered the level of charge-offs on loans as well as the fluctuations of charge-offs and recoveries on loans including the factors which caused these changes. Estimating the risk of loans and the amount of loss is necessarily subjective. Accordingly, the allowance is maintained by management at a level considered adequate to cover losses that are currently anticipated based on past loss experience, general economic conditions, information about specific borrower situations, including their financial position and collateral value, and other factors and estimates which are subject to change over time.
IV. | SUMMARY OF LOAN LOSS EXPERIENCE (CONTINUED) |
B. | The following schedule is a breakdown of the allowance for loan losses allocated by type of loan and related ratios. |
Allocation of the Allowance for Loan Losses | ||||||||||||||||
Allowance Amount | Percentage of Loans in Each Category to Total Loans | Allowance Amount | Percentage of Loans in Each Category to Total Loans | |||||||||||||
(dollars in thousands) | ||||||||||||||||
December 31, 2013 | December 31, 2012 | |||||||||||||||
Commercial andagricultural | $ | 3,651 | 79.5 | % | $ | 6,269 | 78.7 | % | ||||||||
Real Estatemortgages | 345 | 19.2 | % | 602 | 19.9 | % | ||||||||||
Consumer loans to individuals | 18 | 1.3 | % | 47 | 1.4 | % | ||||||||||
| $ | 4,014 | 100.0 | % | $ | 6,918 | 100.0 | % | |||||||||
December 31, 2011 | December 31, 2010 | |||||||||||||||
Commercial andagricultural | $ | 7,444 | 79.4 | % | $ | 7,134 | 79.6 | % | ||||||||
Real Estatemortgages | 999 | 19.0 | % | 323 | 18.3 | % | ||||||||||
Consumer loans toindividuals | 100 | 1.6 | % | 125 | 2.1 | % | ||||||||||
Unallocated | - | - | 435 | - | ||||||||||||
| $ | 8,543 | 100.0 | % | $ | 8,017 | 100.0 | % | |||||||||
December 31, 2009 | ||||||||||||||||
Commercial andagricultural | $ | 3,714 | 70.2 | % | ||||||||||||
Real Estatemortgages | 379 | 26.4 | % | |||||||||||||
Consumer loans toindividuals | 277 | 3.4 | % | |||||||||||||
Unallocated | 434 | - | ||||||||||||||
| $ | 4,804 | 100.0 | % | |||||||||||||
The allowance for loan losses at December 31, 2013 included specific reserves for impaired loans amounting to $179,000 compared to $2,922,000 at December 31, 2012.
While the periodic analysis of the adequacy of the allowance for loan losses may require management to allocate portions of the allowance for specific problem loan situations, the entire allowance is available for any loan charge-offs that occur.
V. | DEPOSITS |
Deposits have traditionally been the Corporation’s primary funding source for use in lending and other investment activities. In addition to deposits, the Corporation derives funds from interest and principal repayments on loans and income from other earning assets. Loan repayments are a relatively stable source of funds, while deposit inflows and outflows tend to fluctuate in response to economic conditions and interest rates. Deposits are attracted principally from within the Corporation's designated market area by offering a variety of deposit instruments, including regular savings accounts, demand deposit accounts, negotiable order of withdrawal ("NOW") accounts, money market deposit accounts, term certificate accounts, and individual retirement accounts ("IRAs"). Interest rates paid, maturity terms, service fees, and withdrawal penalties for the various types of accounts are established periodically by the Corporation’s management based on the Corporation's liquidity requirements, growth goals, and market trends. From time to time, the Corporation may also acquire brokered deposits. The amount of deposits from outside the Corporation’s market area is not significant.
A.&B. | The average amount of deposits and average rates paid are summarized as follows for the years ended December 31: |
(dollars in thousands) | ||||||||||||||||
2013 Average Amount | 2013 Average Rate | 2012 Average Amount | 2012 Average Rate | |||||||||||||
Savings and interest-bearing demanddeposits | $ | 212,464 | 0.14 | % | $ | 194,590 | 0.15 | % | ||||||||
Time deposits | 180,110 | 1.02 | % | 208,982 | 1.47 | % | ||||||||||
Demand deposits(non-interestbearing) | 69,794 | - | 60,876 | - | ||||||||||||
| $ | 462,368 | $ | 464,448 | |||||||||||||
2011 Average Amount | 2011 Average Rate | |||||||||||||||
Savings and interest-bearing demanddeposits | $ | 171,142 | 0.15 | % | ||||||||||||
Time deposits | 256,953 | 2.06 | % | |||||||||||||
Demand deposits(non-interestbearing) | 53,505 | - | ||||||||||||||
| $ | 481,600 | |||||||||||||||
C.&E. There were no foreign deposits in any periods presented.
V. | DEPOSITS (CONTINUED) |
D. | Maturities of certificates of deposit and other time deposits of $100,000 or more outstanding at December 31, 2013 are summarized as follows: |
Three months or less | $ | 5,965 | ||
Over three months and through six months | 7,079 | |||
Over six months and through twelve months | 13,744 | |||
Over twelve months | 26,854 | |||
| $ | 53,642 |
VI. | RETURN ON EQUITY AND ASSETS |
The ratio of net income to average shareholders’ equity and average total assets and certain other ratios are as follows:
2013 | 2012 | 2011 | ||||||||||
(dollars in thousands) | ||||||||||||
Average total assets | $ | 561,757 | $ | 568,466 | $ | 593,465 | ||||||
Average shareholders' equity (1) | $ | 63,364 | $ | 62,034 | $ | 57,429 | ||||||
Net income | $ | 4,641 | $ | 4,485 | $ | 2,943 | ||||||
Cash dividends declared | $ | 689 | $ | 172 | $ | - | ||||||
Return on average totalassets | 0.83 | % | 0.79 | % | 0.50 | % | ||||||
Return on averageshareholders' equity | 7.33 | % | 7.23 | % | 5.12 | % | ||||||
Dividend payout ratio (2) | 14.85 | % | 3.84 | % | - | |||||||
Average shareholders' equityto average total assets | 11.28 | % | 10.91 | % | 9.68 | % | ||||||
(1) | Average shareholders’ equity includes average unrealized gains or losses on securities available-for-sale. | |
| (2) | Dividends declared divided by net income. |
VII. | SHORT-TERM BORROWINGS |
The Corporation has established lines of credit with its major correspondent banks to purchase federal funds to meet liquidity needs. At December 31, 2013, the Corporation did not have any federal funds purchased, out of the $49.0 million available under such lines. The Corporation also uses repurchase agreements as a source of funds. These agreements essentially represent borrowings by the Corporation from customers with maturities of three months or less. Certain securities are pledged as collateral for these agreements. At December 31, 2013, the Corporation had $4,600,000 of repurchase agreements.
The following table sets forth the maximum month-end balance for the Corporation’s outstanding short-term borrowings (federal funds purchased and repurchase agreements), along with the average aggregate balances and weighted average interest for 2013, 2012, and 2011.
2013 | 2012 | 2011 | ||||||||||
(dollars in thousands) | ||||||||||||
Balance at year-end | $ | 4,600 | $ | 5,057 | $ | 5,216 | ||||||
Maximum balance at month-end during the period | $ | 4,600 | $ | 5,164 | $ | 6,784 | ||||||
Average balance | $ | 4,226 | $ | 4,126 | $ | 5,372 | ||||||
Weighted average interest rate | 0.14 | % | 0.17 | % | 0.14 | % | ||||||
Item 1A.
RISK FACTORS
An investment in the Corporation’s common stock is subject to risks inherent to the Corporation’s business. The material risks and uncertainties that management believes affect the Corporation are described below. Before making an investment decision, you should carefully consider the risks and uncertainties described below together with all of the other information included or incorporated by reference in this report. The risks and uncertainties described below are not the only ones facing the Corporation. Additional risks and uncertainties that management is not aware of or focused on or that management currently deems immaterial may also impair the Corporation’s business operations. This report is qualified in its entirety by these risk factors.
If any of the following risks actually occur, the Corporation’s financial condition and results of operations could be materially and adversely affected. If this were to happen, the value of the Corporation’s common stock could decline significantly, and you could lose all or part of your investment.
Risks Related to the Corporation’s Business
The Corporation is Subject to Interest Rate Risk
The Corporation’s earnings and cash flows are largely dependent upon its net interest income. Net interest income is the difference between interest income earned on interest-earning assets such as loans and securities and interest expense paid on interest-bearing liabilities such as deposits and borrowed funds. Interest rates are highly sensitive to many factors that are beyond the Corporation’s control, including general economic conditions and policies of various governmental and regulatory agencies and, in particular, the Board of Governors of the Federal Reserve System. Changes in monetary policy, including changes in interest rates, could influence not only the interest the Corporation receives on loans and securities and the amount of interest it pays on deposits and borrowings, but such changes could also affect (i) the Corporation’s ability to originate loans and obtain deposits, (ii) the fair value of the Corporation’s financial assets and liabilities, and (iii) the average duration of the Corporation’s mortgage-backed securities portfolio. If the interest rates paid on deposits and other borrowings increase at a faster rate than the interest rates received on loans and other investments, the Corporation’s net interest income, and therefore earnings, could be adversely affected. Earnings could also be adversely affected if the interest rates received on loans and other investments fall more quickly than the interest rates paid on deposits and other borrowings.
Although management believes it has implemented effective asset and liability management strategies to reduce the potential effects of changes in interest rates on the Corporation’s results of operations, any substantial, unexpected, prolonged change in market interest rates could have a material adverse effect on the Corporation’s financial condition and results of operations.
The Corporation is Subject to Lending Risk
There are inherent risks associated with the Corporation’s lending activities. These risks include, among other things, the impact of changes in interest rates and changes in the economic conditions in the markets where the Corporation operates as well as those across the State of Ohio, the United States and abroad. Increases in interest rates and/or weakening economic conditions could adversely impact the ability of borrowers to repay outstanding loans or the value of the collateral securing these loans. The Corporation is also subject to various laws and regulations that affect its lending activities. Failure to comply with applicable laws and regulations could subject the Corporation to regulatory enforcement action that could result in the assessment of significant civil monetary penalties against the Corporation.
The Corporation is subject to liquidity risk in its operations, which could adversely affect the ability to fund various obligations.
Liquidity risk is the possibility of being unable to meet obligations as they come due, pay deposits when withdrawn, capitalize on growth opportunities as they arise, or pay dividends because of an inability to liquidate assets or obtain adequate funding on a timely basis, at a reasonable cost and within acceptable risk tolerances. Liquidity is derived primarily from retail deposit growth and retention, principal and interest payments on loans and investment securities, net cash provided from operation and access to other funding sources. Liquidity is essential to our business. We must maintain sufficient funds to respond to the needs of depositors and borrowers. An inability to raise funds through deposits, borrowings, the sale or pledging as collateral of loans and other assets could have a material adverse effect on our liquidity. Our access to funding sources in amounts adequate to finance our activities could be impaired by factors that affect us specifically or the financial services industry in general. Factors that could detrimentally impact our access to liquidity sources include a decrease in the level of our business activity due to a market downturn or regulatory action that limits or eliminates our access to alternate funding sources. Our ability to borrow could also be impaired by factors that are nonspecific to us, such as disruption of the financial markets or negative expectations about the prospects for the financial services industry as a whole.
Changes in accounting standards could impact the Corporation’s reported earnings.
Current accounting and tax rules, standards, policies and interpretations influence the methods by which financial institutions conduct business and govern financial reporting and disclosures. These laws, regulations, rules, standards, policies and interpretations are constantly evolving and may change significantly over time. Events that may not have a direct impact on the Corporation, such as bankruptcy of major U.S. companies, have resulted in legislators, regulators, and authoritative bodies, such as the Financial Accounting Standards Board, the Securities and Exchange Commission, the Public Company Accounting Oversight Board and various taxing authorities, responding by adopting and/or proposing substantive revision to laws, regulations, rules, standards, policies and interpretations governing financial reporting and disclosure. New accounting pronouncements and varying interpretations of accounting pronouncements have occurred and may occur in the future. The Corporation’s financial condition and results of operations may be adversely affected by a change in accounting standards.
The Corporation’s Allowance for Loan Losses May Be Insufficient
The Corporation maintains an allowance for loan losses, which is a reserve established through a provision for loan losses charged to expense, that represents management’s best estimate of probable losses within the existing portfolio of loans. The allowance, in the judgment of management, is necessary to reserve for estimated loan losses and risks inherent in the loan portfolio. The level of the allowance reflects management’s continuing evaluation of industry concentrations; specific credit risks; loan loss experience; current loan portfolio quality; present economic, political and regulatory conditions and unidentified losses inherent in the current loan portfolio. The determination of the appropriate level of the allowance for loan losses inherently involves a high degree of subjectivity and requires the Corporation to make significant estimates of current credit risks and future trends, all of which may undergo material changes. Changes in economic conditions affecting borrowers, new information regarding existing loans, identification of additional problem loans and other factors, both within and outside of the Corporation’s control, may require a potentially significant increase in the allowance for loan losses. In addition, bank regulatory agencies periodically review the Corporation’s allowance for loan losses and may require an increase in the provision for loan losses or the recognition of further loan charge-offs, based on judgments different than those of management. In addition, if charge-offs in future periods exceed the allowance for loan losses, the Corporation will need additional provisions to increase the allowance for loan losses. Any increases in the allowance for loan losses will result in a decrease in net income and, possibly, capital, and may have a material adverse effect on the Corporation’s financial condition and results of operations.
Prepayments of loans may negatively impact our business.
Generally, customers of the Corporationmay prepay the principal amount of their outstanding loans at any time. The speed at which such prepayments occur, as well as the size of such prepayments, are within such customers’ discretion. If customers prepay the principal amount of their loans, and the Corporationis unable to lend those funds to other borrowers or invest the funds at the same or higher interest rates, the Corporation’s interest income will be reduced. A significant reduction in interest income could have a negative impact on the Corporation’s results of operations and financial condition.
The Corporation may face increasing pressure from historical purchasers of our residential mortgage loans to repurchase those loans or reimburse purchasers for losses related to those loans.
The Corporation generally sells the fixed rate long-term residential mortgage loans it originates on the secondary market and retains adjustable rate mortgage loans for its portfolios. In response to the financial crisis, the Corporation believes that purchasers of residential mortgage loans, such as government sponsored entities, are increasing their efforts to seek to require sellers of residential mortgage loans to either repurchase loans previously sold or reimburse purchasers for losses related to loans previously sold when losses are incurred on a loan previously sold due to actual or alleged failure to strictly conform to the purchaser's purchase criteria. As a result, the Corporation may face increasing pressure from historical purchasers of its residential mortgage loans to repurchase those loans or reimburse purchasers for losses related to those loans and the Corporation may face increasing expenses to defend against such claims. If the Corporation is required in the future to repurchase loans previously sold, reimburse purchasers for losses related to loans previously sold, or if the Corporation incurs increasing expenses to defend against such claims, its financial condition and results of operations would be negatively affected. Additionally, such actions would lower the Corporation’s capital ratios as a result of increased assets and reduced income through expenses and any losses incurred.
The Dodd-Frank Act may adversely impact the Corporation’s results of operations, financial condition or liquidity.
The Dodd-Frank Act, enacted in 2010, is complex and several of its provisions are still being implemented. The Dodd-Frank Act established the Consumer Financial Protection Bureau, which has extensive regulatory and enforcement powers over consumer financial products and services, and the Financial Stability Oversight Council, which has oversight authority for monitoring and regulating systemic risk. In addition, the Dodd-Frank Act altered the authority and duties of the federal banking and securities regulatory agencies, implemented certain corporate governance requirements for all public companies including financial institutions with regard to executive compensation, proxy access by shareholders, and certain whistleblower provisions, and restricted certain proprietary trading and hedge fund and private equity activities of banks and their affiliates. The Dodd-Frank Act also required the issuance of numerous regulations, many of which have not yet been issued. The regulations will continue to take effect over several more years, continuing to make it difficult to anticipate the overall impact.
If the Corporation is required to write-down goodwill and other intangible assets, its financial condition and results of operations would be negatively affected.
Goodwill is tested for impairment annually as of September 30th. An impairment test also could be triggered between annual testing dates if an event occurs or circumstances change that would more likely than not reduce the fair value below the carrying amount. Examples of those events or circumstances would include a significant adverse change in business climate; a significant unanticipated loss of customers or assets under management; an unanticipated loss of key personnel; a sustained period of poor investment performance; a significant loss of deposits or loans; a significant reduction in profitability; or a significant change in loan credit quality.
The Corporation cannot assure that it will not be required to take an impairment charge in the future. Any material impairment charge would have a negative effect on the Corporation’s financial results and shareholders’ equity.
The Corporation’s Profitability Depends Significantly on Economic Conditions in the State of Ohio
The Corporation’s success depends primarily on the general economic conditions of the State of Ohio and the specific local markets in which the Corporation operates. Unlike larger national or other regional banks that are more geographically diversified, the Corporation provides banking and financial services to customers primarily in the Ohio counties of Allen, Hancock, Putnam, Sandusky, Van Wert, and Wood. The local economic conditions in these areas have a significant impact on the demand for the Corporation’s products and services as well as the ability of the Corporation’s customers to repay loans, the value of the collateral securing loans and the stability of the Corporation’s deposit funding sources. A significant decline in general economic conditions, caused by inflation, recession, acts of terrorism, outbreak of hostilities or other international or domestic occurrences, unemployment, changes in securities markets or other factors could impact those local economic conditions and, in turn, have a material adverse effect on the Corporation’s financial condition and results of operations.
The Corporation Operates in a Highly Competitive Industry and Market Area
The Corporation faces substantial competition in all areas of its operations from a variety of different competitors, many of whom are larger and may have more financial resources. Such competitors primarily include national, regional, and community banks within the various markets the Corporation operates. The Corporation also faces competition from many other types of financial institutions, including, without limitation, savings and loans, credit unions, finance companies, brokerage firms, insurance companies, factoring companies and other financial intermediaries. The financial services industry could become even more competitive as a result of legislative, regulatory and technological changes and continued consolidation. Banks, securities firms and insurance companies can merge under the umbrella of a financial holding company, which can offer virtually any type of financial service, including banking, securities underwriting, insurance (both agency and underwriting) and merchant banking. Also, technology has lowered barriers to entry and made it possible for non-banks to offer products and services traditionally provided by banks, such as automatic transfer and automatic payment systems. Many of the Corporation’s competitors have fewer regulatory constraints and may have lower cost structures. Additionally, due to their size, many competitors may be able to achieve economies of scale and, as a result, may offer a broader range of products and services as well as better pricing for those products and services than the Corporation can.
The Corporation’s ability to compete successfully depends on a number of factors, including, among other things:
● | The ability to develop, maintain and build upon long-term customer relationships based on top quality service, high ethical standards and safe, sound assets. |
● | The ability to expand the Corporation’s market position. |
● | The scope, relevance and pricing of products and services offered to meet customer needs and demands. |
● | The rate at which the Corporation introduces new products and services relative to its competitors. |
● | Customer satisfaction with the Corporation’s level of service. |
● | Industry and general economic trends. |
Failure to perform in any of these areas could significantly weaken the Corporation’s competitive position, which could adversely affect the Corporation’s growth and profitability, which, in turn, could have a material adverse effect on the Corporation’s financial condition and results of operations.
The Corporation is subject to Extensive Government Regulation and Supervision
The Corporation, primarily through its wholly owned subsidiary, the Bank, is subject to extensive federal and state regulation and supervision. Banking regulations are primarily intended to protect depositors’ funds, federal deposit insurance funds and the banking system as a whole, not shareholders. These regulations affect the Bank’s lending practices, capital structure, investment practices, dividend policy and growth, among other things. Congress and federal regulatory agencies continually review banking laws, regulations and policies for possible changes. Changes to statutes, regulations or regulatory policies, including changes in interpretation or implementation of statutes, regulations or policies, could affect the Corporation in substantial and unpredictable ways. Such changes could subject the Corporation to additional costs, limit the types of financial services and products the Corporation may offer through the Bank and/or increase the ability of non-banks to offer competing financial services and products, among other things. Failure to comply with laws, regulations or policies could result in sanctions by regulatory agencies, civil money penalties and/or reputational damage, which could have a material adverse effect on the Corporation’s business, financial condition and results of operations. While the Corporation has policies and procedures designed to prevent any such violations, there can be no assurance that such violations will not occur.
The Corporation is subject to Environmental Liability Risk Associated with Lending Activities
A significant portion of the Corporation’s loan portfolio is secured by real property. During the ordinary course of business, the Corporation may foreclose on and take title to properties securing certain loans. In doing so, there is a risk that hazardous or toxic substances could be found on these properties. If hazardous or toxic substances are found, the Corporation may be liable for remediation costs, as well as for personal injury and property damage. Environmental laws may require the Corporation to incur substantial expenses and may materially reduce the affected property’s value or limit the Corporation’s ability to use or sell the affected property. In addition, future laws or more stringent interpretations or enforcement policies with respect to existing laws may increase the Corporation’s exposure to environmental liability. Although the Corporation may perform an environmental review before initiating any foreclosure action on real property, these reviews may not be sufficient to detect all potential environmental hazards. The remediation costs and any other financial liabilities associated with an environmental hazard could have a material adverse effect on the Corporation’s financial condition and results of operations.
The Corporation’s Controls and Procedures May Fail or Be Circumvented
Management regularly reviews and updates the Corporation’s internal controls, disclosure controls and procedures, and corporate governance policies and procedures. Any system of controls, however well designed and operated, is based in part on certain assumptions and can provide only reasonable, not absolute, assurances that the objectives of the system are met. Any failure or circumvention of the Corporation’s controls and procedures or failure to comply with regulations related to controls and procedures could have a material adverse effect on the Corporation’s business, results of operations and financial condition.
The Corporation Relies On Dividends from Its Subsidiaries for Most of Its Revenue
The Corporation is a separate and distinct legal entity from its subsidiary. It receives substantially all of its revenue from dividends from its subsidiary. These dividends are the principal source of funds to pay dividends on the Corporation’s common stock, interest and principal on the Corporation’s debt, and other operating expenses. Various federal and/or state laws and regulations limit the amount of dividends that the Bank may pay to the Corporation. Also, the Corporation’s right to participate in a distribution of assets upon a subsidiary’s liquidation or reorganization is subject to the prior claims of the subsidiary’s creditors. In the event the Bank is unable to pay dividends to the Corporation, the Corporation may not be able to service debt, pay obligations or pay dividends on the Corporation’s common stock or trust preferred securities. The inability to receive dividends from the Bank could have a material adverse effect on the Corporation’s business, financial condition and results of operations.
The Corporation May Not Be Able To Attract and Retain Skilled People
The Corporation’s success depends, in large part, on its ability to attract and retain key people. Competition for the best people in most activities engaged in by the Corporation can be intense and the Corporation may not be able to hire such people or to retain them. The unexpected loss of services of one or more of the Corporation’s key personnel could have a material adverse impact on the Corporation’s business because of their skills, knowledge of the Corporation’s market, years of industry experience and the difficulty of promptly finding qualified replacement personnel.
The Corporation’s Information Systems May Experience an Interruption or Breach in Security
The Corporation relies heavily on communications and information systems to conduct its business. Any failure, interruption, or breach in security of these systems could result in failures or disruptions in the Corporation’s customer relationship management, general ledger, deposit, loan and other systems. While the Corporation has policies and procedures designed to prevent or limit the effect of the failure, interruption, or security breach of its information systems, there can be no assurance that any such failures, interruptions, or security breaches will not occur or, if they do occur, that they will be adequately addressed. The occurrence of any failures, interruptions, or security breaches of the Corporation’s information systems could damage the Corporation’s reputation, result in a loss of customer business, subject the Corporation to additional regulatory scrutiny, or expose the Corporation to civil litigation and possible financial liability, any of which could have a material adverse effect on the Corporation’s financial condition and results of operations.
The Corporation Continually Encounters Technological Change
The financial services industry is continually undergoing rapid technological change with frequent introductions of new technology-driven products and services. The effective use of technology increases efficiency and enables financial institutions to better serve customers and to reduce costs. The Corporation’s future success depends, in part, upon its ability to address the needs of its customers by using technology to provide products and services that will satisfy customer demands, as well as to create additional efficiencies in the Corporation’s operations. Many of the Corporation’s competitors have substantially greater resources to invest in technological improvements. The Corporation may not be able to effectively implement new technology-driven products and services or be successful in marketing these products and services to its customers. Failure to successfully keep pace with technological change affecting the financial services industry could have a material adverse impact on the Corporation’s business and, in turn, the Corporation’s financial condition and results of operations.
The Corporation Is Subject To Claims and Litigation Pertaining to Fiduciary Responsibility
From time to time, customers make claims and take legal action pertaining to the Corporation’s performance of its fiduciary responsibilities. Whether customer claims and legal action related to the Corporation’s performance of its fiduciary responsibilities are founded or unfounded, if such claims and legal action are not resolved in a manner favorable to the Corporation they may result in significant financial liability and/or adversely affect the market perception of the Corporation and its products and services as well as impact customer demand for those products and services. Any financial liability or reputation damage could have a material adverse effect on the Corporation’s business, which, in turn, could have a material adverse effect on the Corporation’s financial condition and results of operations.
Severe Weather, Natural Disasters, Acts of War Or Terrorism And Other External Events Could Significantly Impact The Corporation’s Business
Severe weather, natural disasters, acts of war or terrorism and other adverse external events could have a significant impact on the Corporation’s ability to conduct business. Such events could affect the stability of the Corporation’s deposit base, impair the ability of borrowers to repay outstanding loans, impair the value of collateral securing loans, cause significant property damage, result in loss of revenue and/or cause the Corporation to incur additional expenses. Although management has established disaster recovery policies and procedures, the occurrence of any such event could have a material adverse effect on the Corporation’s business, which, in turn, could have a material adverse effect on the Corporation’s financial condition and results of operations.
Risks Associated with the Corporation’s Common Stock
The Corporation’s Stock Price Can Be Volatile
Stock price volatility may make it more difficult for stockholders to resell their common stock at prices they find attractive. The Corporation’s stock price can fluctuate significantly in response to a variety of factors including, among other things:
● | Actual or anticipated variations in quarterly results of operations. |
● | Recommendations by securities analysts. |
● | Operating and stock price performance of other companies that investors deem comparable to the Corporation. |
● | News reports relating to trends, concerns and other issues in the financial services industry. |
● | Perceptions in the marketplace regarding the Corporation and/or its competitors. |
● | New technology uses, or services offered, by competitors. |
● | Significant acquisitions or business combinations, strategic partnerships, joint ventures or capital commitments by or involving the Corporation or its competitors. |
● | Failure to integrate acquisitions or realize anticipated benefits from acquisitions. |
● | Changes in government regulations. |
● | Geopolitical conditions such as acts or threats of terrorism or military conflicts. |
General market fluctuations, industry factors and general economic and political conditions and events, such as economic slowdowns or recessions, interest rate changes or credit loss trends, could also cause the Corporation’s stock price to decrease regardless of operating results.
An Investment in the Corporation’s Common Stock isNOT an Insured Deposit
The Corporation’s common stock is not a bank deposit and, therefore, is not insured against loss by the FDIC, any other deposit insurance fund or by any other public or private entity. Investment in the Corporation’s common stock is inherently risky for the reasons described in this “Risk Factors” section and elsewhere in this report and is subject to the same market forces that affect the price of common stock in many companies. As a result, individuals that acquire the Corporation’s common stock may lose some or all of their investment.
The Corporation’s Articles of Incorporation and Regulations as well as Certain Banking Laws may have an Anti-Takeover Effect
Provisions of the Corporation’s articles of incorporation and regulations and federal banking laws, including regulatory approval requirements, could make it more difficult for a third party to acquire the Corporation, even if doing so would be perceived to be beneficial to the Corporation’s shareholders.
The combination of these provisions effectively inhibits a non-negotiated merger or other business combination, which, in turn, could adversely affect the market price of the Corporation’s common stock.
Risks Associated with the Corporation’s Industry
The Earnings of Financial Services Companies are significantly affected by General Business and Economic Conditions
The Corporation’s operations and profitability are impacted by general business and economic conditions in the United States and abroad. These conditions include short-term and long-term interest rates, inflation, money supply, political issues, legislative and regulatory changes, fluctuations in both debt and equity capital markets, broad trends in industry and finance, and the strength of the U.S. economy and the local economies in which the Corporation operates, all of which are beyond the Corporation’s control. Deterioration in economic conditions could result in an increase in loan delinquencies and non-performing assets, decreases in loan collateral values and a decrease in demand for the Corporation’s products and services, among other things, any of which could have a material adverse impact on the Corporation’s financial condition and results of operations.
Financial Services Companies Depend on the Accuracy and Completeness of Information about Customers and Counterparties
In deciding whether to extend credit or enter into other transactions, the Corporation may rely on information furnished by or on behalf of customers and counterparties, including financial statements, credit reports and other financial information. The Corporation may also rely on representations of those customers, counterparties or other third parties, such as independent auditors, as to the accuracy and completeness of that information. Reliance on inaccurate or misleading financial statements, credit reports or other financial information could have a material adverse impact on the Corporation’s business and, in turn, the Corporation’s financial condition and results of operations.
Consumers May Decide Not To Use Banks to Complete their Financial Transactions
Technology and other changes are allowing parties to complete financial transactions that historically have involved banks through alternative methods. For example, consumers can now maintain funds that would have historically been held as bank deposits in brokerage accounts or mutual funds. Consumers can also complete transactions such as paying bills and/or transferring funds directly without the assistance of banks. The process of eliminating banks as intermediaries, known as “disintermediation,” could result in the loss of fee income, as well as the loss of customer deposits and the related income generated from those deposits. The loss of these revenue streams and the lower cost deposits as a source of funds could have a material adverse effect on the Corporation’s financial condition and results of operations.
Item 1B. Unresolved Staff Comments
Not applicable
Item 2. Properties
The following is a listing and brief description of the properties owned by the Corporation and the Bank and used in its business:
1. | The main office is a two-story brick building located at 100 South High Street, Columbus Grove, Ohio. The building was constructed in approximately 1900 and contains approximately 7,300 square feet. |
2. | A full service branch office is located at 110 East North Street, Kalida, Ohio. The building was constructed in 1994 and contains approximately 2,200 square feet. |
3. | A full service branch office is located at 3211 Elida Road, Lima, Ohio. The building was constructed in 1994 and contains approximately 4,000 square feet. |
4. | A full service branch office is located at 1410 Bellefontaine Avenue, Lima, Ohio. The building was constructed in 1998 and contains approximately 4,500 square feet. |
5. | A drive-thru facility containing approximately 900 square feet located at 101 Progressive Drive, Columbus Grove, Ohio was completed and opened in February 2007. |
6. | Two buildings located at 102 - 106 South High Street, Columbus Grove, Ohio were constructed in approximately 1930. They are both two-story buildings and together contain approximately 16,100 square feet. These facilities are used to house the operations areas of the Bank. |
7. | A full service branch office is located at 318 South Belmore Street, Leipsic, Ohio. It was constructed in 2001 and contains approximately 3,100 square feet. |
8. | A full service branch office is located at 114 East 3rd Street, Delphos, Ohio. The building was acquired as part of the Citizens Bank of Delphos Acquisition in 2001 and contains approximately 6,100 square feet. |
9. | A full service branch office is located at 132 East Front Street, Pemberville, Ohio. The building was acquired as part of the RFCBC branch Acquisition in March 2003 and contains approximately 6,400 square feet. |
10. | A full service branch office is located at 230 West Madison Street, Gibsonburg, Ohio. The building was acquired as part of the RFCBC branch Acquisition in March 2003 and contains approximately 2,300 square feet. |
11. | A full service branch office is located at 1300 North Main Street, Bowling Green, Ohio. Construction was completed during the third quarter of 2007, and the building contains approximately 3,200 square feet. |
12. | A full service branch office is located at 245 West Main Street, Ottawa, Ohio. The building was completed and opened during the fourth quarter of 2008, and contains approximately 3,100 square feet. |
13. | A full service branch office is located at 701 Shawnee Road, Lima, Ohio. The building was constructed in 1964 and contains approximately 2,500 square feet. The building was purchased, renovated and opened in December 2008. |
14. | A full service branch office is located at 1500 Bright Road, Findlay, Ohio. The building was acquired as part of The Home Savings and Loan Company branch acquisition in March 2010 and contains approximately 3,200 square feet. |
All of the properties are suitable for their intended use.
Item 3. Legal Proceedings
As of March 19, 2014, there are no pending legal proceedings to which the Corporation or its subsidiary are a party or to which any of their property is subject except routine legal proceedings to which the Corporation or its subsidiary are a party incident to its banking business. None of such proceedings are considered by the Corporation to be material.
Item 4. Mine Safety Disclosures
Not applicable
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
(a) None.
(b) None.
(c) The table below includes certain information regarding the Corporation’s repurchase of United Bancshares, Inc. common stock during the quarterly period ended December 31, 2013:
Period |
| Total number of shares purchased |
|
| Average price paid per share |
|
| Total Number shares purchased as part of publicly announced plan or program |
|
| Maximum number of shares that may yet be purchased under the plan or program(i) |
| ||||
10/01/13-10/31/13 |
| None |
|
|
| - |
|
|
| 214,558 |
|
|
| 185,442 |
| |
11/01/13 -11/30/13 |
| None |
|
|
| - |
|
|
| 214,558 |
|
|
| 185,442 |
| |
12/01/13 -12/31/13 |
|
| 5,000 |
|
| $ | 14.44 |
|
|
| 219,558 |
|
|
| 380,442 |
|
(i) A stock repurchase program (“Plan”) was announced on July 29, 2005 (100,000 shares authorized) and expanded by 100,000 shares on December 23, 2005, 200,000 shares on March 20, 2007, and 200,000 shares on December 17, 2013. 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.
Additional information required herein is incorporated by reference from (“Market Price and Dividends on Common Stock”) United Bancshares’ Annual Report to Shareholders for 2013 (“Annual Report”), which is included herein as Exhibit 13.
Item 6. Selected Financial Data
The information required herein is incorporated by reference from (“Five Year Summary of Selected Financial Data”) United Bancshares’ Annual Report to Shareholders for 2013 (“Annual Report”), which is included herein as Exhibit 13.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The information required herein is incorporated by reference from page 4 through 18 (“Management’s Discussion and Analysis”) of United Bancshares’ Annual Report to Shareholders for 2013 (“Annual Report”), which is included herein as Exhibit 13.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
The information required herein is incorporated by reference from page 18 through 19 (“Management’s Discussion and Analysis”) of United Bancshares’ Annual Report to Shareholders for 2013 (“Annual Report”), which is included herein as Exhibit 13.
Item 8. Financial Statements and Supplementary Data
The information required herein is incorporated by reference from page 22 through 65 of United Bancshares’ Annual Report to Shareholders for 2013 (“Annual Report”), which is included herein as Exhibit 13.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Management of the Corporation is responsible for establishing and maintaining effective disclosure controls and procedures, as defined under Rule 15d-15(e) of the Securities Exchange Act of 1934. An evaluation was performed under the supervision, and with the participation, of the Corporation’s management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Corporation’s disclosure controls and procedures as of December 31, 2013. Based on the results of the evaluation, and as of the time of that evaluation, the Corporation’s management, including the Chief Executive Officer and Chief Financial Officer, concluded that the Corporation’s disclosure controls and procedures were effective to ensure that information required to be disclosed by the Corporation in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms.
MANAGEMENT’S REPORT ON
INTERNAL CONTROL OVER FINANCIAL REPORTING
The Corporation is responsible for the preparation, integrity, and fair presentation of the consolidated financial statements included in this annual report. Management of the Corporation and its subsidiary are responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f). The Corporation’s internal control over financial reporting is a process designed under the supervision of the Corporation’s Chief Executive Officer and Chief Financial Officer. The purpose is to provide reasonable assurance to the Board of Directors regarding the reliability of financial reporting and the preparation of the Corporation’s financial statements for external purposes in accordance with U.S. generally accepted accounting principles.
Management maintains internal controls over financial reporting. The internal controls contain control processes, and actions are taken to correct deficiencies as they are identified. The internal controls are evaluated on an ongoing basis by the Corporation’s Management, and Audit Committee. Even effective internal controls, no matter how well designed, have inherent limitations – including the possibility of circumvention or overriding of controls – and therefore can provide only reasonable assurance with respect to financial statement preparation. Also, because of changes in conditions, internal control effectiveness may vary over time.
Management assessed the Corporation’s internal controls as of December 31, 2013, in relation to criteria for effective internal control over financial reporting described in “Internal Control – Integrated Framework” (1992) issued by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission. Based on this assessment, management believes that, as of December 31, 2013, the Corporation’s internal control over financial reporting met the criteria.
There were no changes in the Corporation’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the Corporation’s fiscal quarter ended December 31, 2013, that have materially affected, or are reasonably likely to materially affect, the Corporation’s internal control over financial reporting.
Item 9B. Other Information
None.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information required herein concerning Directors and Executive Officers is contained under the captions “Election of Directors” and “Directors and Executive Officers” of the Corporation’s definitive proxy statement dated March 19, 2014, which is incorporated herein by reference.
Information required by this item concerning the Corporation’s Audit Committee is contained under the caption “Audit Committee Report” of the Corporation’s definitive proxy statement dated March 19, 2014, which is incorporated herein by reference.
Information required by this item concerning the Corporation’s procedures for the nomination of Directors is contained under the caption “Committees of the Board of Directors” in the Corporation’s definitive proxy statement dated March 19, 2014, which is incorporated herein by reference.
Information required by this item concerning compliance with section 16(a) of the Securities Exchange Act of 1934, as amended, is contained under the caption “Section 16(a) Beneficial Ownership Reporting Compliance” in the Corporation’s definitive proxy statement dated March 19, 2014, which is incorporated herein by reference.
On February 17, 2004, the Corporation adopted a Code of Ethics that is applicable to the Corporation’s Chief Executive Officer, Chief Financial Officer, and other Senior Financial Officers. The Board of Directors reviews the Code of Ethics annually with the most recent review performed in February 2014. A copy of the Code of Ethics is available on the Corporation’s website at www.theubank.com.
Item 11. Executive Compensation
The information required herein concerning Directors and Executive Officers of the Corporation is contained under the caption “Compensation of Directors and Executive Officers” in the Corporation’s definitive proxy statement dated March 19, 2014, which is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required herein is contained under the caption “Voting Securities” in the Corporation’s definitive proxy statement dated March 19, 2014, which is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence
In the ordinary course of conducting its business, the Corporation, for itself or through its bank subsidiary, may engage in transactions with the directors, employees, and managers of the Corporation or of the subsidiary which may include, but not be limited to, loans. As required by and in compliance with Ohio banking law, all banking transactions with directors, employees or managers of the Corporation are conducted on the same basis and terms as would be provided to any other bank customer and do not involve more than the normal risk of collectability or present any other unfavorable features.
Information required by this item concerning director independence is contained under the caption “Board of Directors Independence” in the Corporation’s definitive proxy statement dated March 19, 2014, which is incorporated herein by reference.
Item 14. Principal Accounting Fees and Services
Information required by this item is contained under the caption “Independent Public Accountants” in the Corporation’s definitive proxy statement dated March 19, 2014, which is incorporated herein by reference.
PART IV
Item 15. Exhibits and Financial Statement Schedules
(a)(1) Financial Statements
The following consolidated financial statements (and reports thereon) are set forth on pages 22 through 65 of the Corporation’s 2013 Annual Report to Shareholders (Exhibit 13 to this Annual Report on Form 10-K) and are incorporated herein by reference:
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets - December 31, 2013 and 2012
Consolidated Statements of Income - Years ended December 31, 2013, 2012, and 2011
Consolidated Statements of Comprehensive Income - Years ended December 31, 2013, 2012,and 2011
Consolidated Statements of Shareholders' Equity - Years ended December 31, 2013, 2012, and 2011
Consolidated Statements of Cash Flows - Years ended December 31, 2013, 2012, and 2011
Notes to Consolidated Financial Statements
(a)(2) Financial Statement Schedules
Financial statement schedules have been omitted either because they are not applicable or because the required information is provided in the Consolidated Financial Statements, including the notes thereto.
(a)(3) Exhibits
The following exhibits are filed with or incorporated by reference (in accordance with Item 601 of SEC Regulation S-K) in this filing:
Exhibit No. | ||
3.1 | Articles of Incorporation | (1) |
3.2 | Regulations | (1) |
10 | Material Contracts |
|
10.1 | Preferred Trust Securities, Placement and Debenture agreements | (2) |
10.2 | Agreement – Brian D. Young | (4) |
10.3 | Salary Continuation Agreement - Brian D. Young | (2) |
10.4 | Salary Continuation Agreement – Heather M. Oatman | (6) |
10.6 | Change in Control Agreement – Diana L. Engelhardt | (7) |
13 | 2013 Annual Report to Shareholders | (3) |
21 | Subsidiaries | (3) |
23 | Consent of Independent Registered Public Accounting Firm | (3) |
31.1 | Rule 13a-14(a)/15d-14(a) CEO's Certification | (3) |
31.2 | Rule 13a-14(a)/15d-14(a) CFO's Certification | (3) |
32.1 | Section 1350 CEO's Certification | (3) |
32.2 | Section 1350 CFO's Certification | (3) |
99 | Safe Harbor under The Private Securities Litigation Reform Act of 1995 | (3) |
101.INS | XBRL Instance Document (a) | (3) |
101.SCH | XBRL Taxonomy Extension Schema | (3) |
101.CAL | XBRL Taxonomy Extension Calculation | (3) |
101.DEF | XBRL Taxonomy Extension Definition | (3) |
101.LAB | XBRL Taxonomy Extension Label | (3) |
101.PRE | XBRL Taxonomy Extension Presentation | (3) |
(a) Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are furnished and not deemed filed or part of a registration statement or prospectus for purposes of Sections 11 and 12 of the Securities Act of 1933, as amended, and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections. | ||
(1)Incorporated herein by reference to the Corporation's Definitive Proxy Statement pursuant to Section 14(a) filed March 8, 2002, SEC file reference number 333-86543. (2) Incorporated herein by reference to the Corporation's 2004 Form 10K/A filed August 5, 2005, SEC file reference number 333-86543. (3) Included herein. (4) Incorporated herein by reference to the Corporation’s Form 8-K filed July 20, 2006. (5) Incorporated herein by reference to the Corporation’s Form 10-K filed March 23, 2007. (6) Incorporated herein by reference to the Corporation’s Form 10-K filed March 20, 2009. (7) Incorporated herein by reference to the Corporation’s Form 8-K filed July 23, 2012. | ||
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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. | ||
| By: | /s/ BRIAN D. YOUNG | |
| Brian D. Young, CEO, President | ||
| By: | /s/ DIANA L. ENGELHARDT | |
Diana L. Engelhardt Chief Financial Officer | ||
Date: March 19, 2014
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signatures | Title | Date |
/s/ BRIAN D. YOUNG Brian D. Young | Director | March 19, 2014 |
/s/ JAMES N. REYNOLDS James N. Reynolds | Director | March 19, 2014 |
/s/ H. EDWARD RIGEL H. Edward Rigel | Director | March 19, 2014 |
/s/ R. STEVEN UNVERFERTH R. Steven Unverferth | Director | March 19, 2014 |
/s/ ROBERT L. BENROTH Robert L. Benroth | Director | March 19, 2014 |
/s/ DAVID P. ROACH David P. Roach | Director | March 19, 2014 |
/s/ DANIEL W. SCHUTT Daniel W. Schutt | Director | March 19, 2014 |
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