Exhibit 13
Table of Contents
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President’s Letter | 1 |
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Market Price and Dividends on Common Stock | 2 |
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Five-Year Summary of Selected Financial Data | 3 |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations | 4 |
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Report of Independent Registered Public Accounting Firm | 21 |
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Financial Statements | |
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Consolidated Balance Sheets | 22 |
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Consolidated Statements of Income | 23 |
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Consolidated Statements of Comprehensive Income | 24 |
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Consolidated Statements of Shareholders’ Equity | 25 |
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Consolidated Statements of Cash Flows | 26 |
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Notes to Consolidated Financial Statements | 28 |
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Directors and Officers | 66 |
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Employee Anniversaries | 67 |
Shareholders, Customers, and Employees:
As a result of the hard work and dedication of the Company’s team members, I am proud to report that your Company had another successful year in 2013. In addition to reporting net income of approximately $4.6 million ($1.35 basic earnings per share), your Company’s shares traded 47% higher by the end of 2013 as compared to the end of 2012. This increase in share price resulted in a $15.7 million increase in your Company’s market capitalization.
Despite the fact that net interest income decreased as a result of a flat yield curve and slow economic activity in our marketplace, your Company was able to increase net income by improving asset quality and decreasing non-interest expenses. The improvements in asset quality warranted a negative provision for loan losses of $833,000 for the year. Additionally, the Company executed a balance sheet restructuring strategy resulting in the early repayment of a $10 million advance from the Federal Home Loan Bank of Cincinnati (FHLB). This strategy required the Company to incur a prepayment penalty that decreased net income by approximately $650,000. Excluding the aforementioned FHLB prepayment costs, we decreased non-interest expenses by approximately $1.5 million in 2013 as compared to 2012.
We continue to focus on increasing assets and liabilities through growth in quality loans and core deposits. This growth objective will be accomplished through further development of our current customer relationships, identifying new customer relationships and reviewing acquisition opportunities. We believe that through this process, we enhance our ability to serve our customers and communities while enhancing shareholder value.
It was also great to report throughout the year that after ongoing reviews of your Company’s earnings, capital position, and improved risk profile, your Board of Directors declared dividends in March, June, September and December, as well as a Special Cash Dividend that was paid to shareholders on February 14, 2014.
Although uncertainty still remains in our markets, I continue to believe that the single most important driver of the Company’s success is, and will continue to be, my fellow team members. Their talents and strong corporate values of respect and accountability for our shareholders, customers, colleagues, and communities are only exceeded by their concern for others. It is because of these quality individuals that I am excited for the future of your Company.
Thank you for your continued support and the trust you have placed in us to manage your investment in our Company.
Respectfully,
Brian D. Young
President & CEO
UNITED BANCSHARES, INC.
DESCRIPTION OF THE CORPORATION
United Bancshares, Inc., an Ohio corporation (the “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. Following the merger of the Company’s other two bank subsidiaries into The Union Bank Company, Columbus Grove, Ohio (“Bank”) in March 2003, the Company is now a one-bank holding company, as that term is defined by the Federal Reserve Board. Effective February 1, 2007, the Bank formed a wholly-owned subsidiary, UBC Investments, Inc. (“UBC”) to hold and manage its securities portfolio. The operations of UBC are located in Wilmington, Delaware. Effective, December 4, 2009, the Bank formed a wholly-owned subsidiary UBC Property, Inc. to hold and manage certain property that was acquired in lieu of foreclosure. Through its subsidiary, the Bank, the Corporation is engaged in the business of commercial banking and offers a full range of commercial banking services.
The Union Bank Company is an Ohio state-chartered bank, which serves Allen, Hancock, Putnam, Sandusky, Van Wert and Wood Counties, with office locations in Bowling Green, Columbus Grove, Delphos, Findlay, Gibsonburg, Kalida, Leipsic, Lima, Ottawa, and Pemberville, Ohio.
MARKET PRICE AND DIVIDENDS ON COMMON STOCK
United Bancshares, Inc. has traded its common stock on the Nasdaq Markets Exchange under the symbol “UBOH” since March 2001. From January 2000 to March 2001, the Corporation’s common stock was traded on the Nasdaq Over-The-Counter Bulletin Board. Prior to January 2000, there was no established public trading market for United Bancshares, Inc. common stock. As of February 28, 2014, the common stock was held by 1,351 shareholders of record. Below are the trading highs and lows for the periods noted.
Year 2013 | | High | | | Low | |
First Quarter | | $ | 13.00 | | | $ | 9.67 | |
Second Quarter | | $ | 12.25 | | | $ | 11.50 | |
Third Quarter | | $ | 13.22 | | | $ | 11.77 | |
Fourth Quarter | | $ | 14.74 | | | $ | 11.81 | |
Year 2012 | | High | | | Low | |
First Quarter | | $ | 8.48 | | | $ | 6.71 | |
Second Quarter | | $ | 9.24 | | | $ | 6.54 | |
Third Quarter | | $ | 9.23 | | | $ | 8.65 | |
Fourth Quarter | | $ | 10.75 | | | $ | 9.00 | |
Dividends declared by United Bancshares, Inc. on its common stock during the past two years were as follows:
| | 2013 | | | 2012 | |
First Quarter | | $ | .05 | | | $ | - | |
Second Quarter | | | .05 | | | | - | |
Third Quarter | | | .05 | | | | - | |
Fourth Quarter | | | .05 | | | | .05 | |
Total | | $ | .20 | | | $ | .05 | |
AVAILABILITY OF MORE INFORMATION
To obtain a copy, without charge, of the United Bancshares, Inc.’s annual report (Form 10-K) filed with the Securities and Exchange Commission, please write to:
| Heather Oatman, Secretary United Bancshares, Inc. 100 S. High Street Columbus Grove, Ohio 45830 800-837-8111 |
UNITED BANCSHARES, INC.
FIVE YEAR SUMMARY OF SELECTED FINANCIAL DATA
| | Years ended December 31, | |
| | 2013 | | | 2012 | | | 2011 | | | 2010 | | | 2009 | |
| | (Dollars in thousands, except per share data) | |
| | | | | | | | | | | | | | | | | | | | |
Statements of income: | | | | | | | | | | | | | | | | | | | | |
Total interest income | | $ | 19,854 | | | $ | 22,591 | | | $ | 26,461 | | | $ | 30,264 | | | $ | 32,867 | |
Total interest expense | | | 3,250 | | | | 4,675 | | | | 7,326 | | | | 8,959 | | | | 12,317 | |
Net interest income | | | 16,604 | | | | 17,916 | | | | 19,135 | | | | 21,305 | | | | 20,550 | |
Provision for loan losses | | | (833 | ) | | | 200 | | | | 4,375 | | | | 6,550 | | | | 7,525 | |
| | | | | | | | | | | | | | | | | | | | |
Net interest income afterprovision for loan losses | | | 17,437 | | | | 17,716 | | | | 14,760 | | | | 14,755 | | | | 13,025 | |
Total non-interest income | | | 4,468 | | | | 4,353 | | | | 3,831 | | | | 3,718 | | | | 4,492 | |
Total non-interest expenses | | | 16,024 | | | | 16,513 | | | | 15,546 | | | | 15,522 | | | | 14,478 | |
Income before federal income taxes | | | 5,881 | | | | 5,556 | | | | 3,045 | | | | 2,951 | | | | 3,039 | |
Federal income taxes | | | 1,240 | | | | 1,071 | | | | 102 | | | | 143 | | | | 156 | |
| | | | | | | | | | | | | | | | | | | | |
Net income | | $ | 4,641 | | | $ | 4,485 | | | $ | 2,943 | | | $ | 2,808 | | | $ | 2,883 | |
Per share of common stock: | | | | | | | | | | | | | | | | | | | | |
Net income - basic | | $ | 1.35 | | | $ | 1.30 | | | $ | 0.85 | | | $ | 0.82 | | | $ | 0.84 | |
Dividends | | | 0.20 | | | | 0.05 | | | | - | | | | 0.45 | | | | 0.60 | |
Book value | | $ | 18.31 | | | $ | 18.62 | | | $ | 17.34 | | | $ | 15.97 | | | $ | 15.76 | |
| | | | | | | | | | | | | | | | | | | | |
Average shares outstanding – basic | | | 3,446,662 | | | | 3,446,133 | | | | 3,445,469 | | | | 3,444,703 | | | | 3,443,093 | |
| | | | | | | | | | | | | | | | | | | | |
Year end balances: | | | | | | | | | | | | | | | | | | | | |
Loans (1) | | $ | 295,737 | | | $ | 307,402 | | | $ | 340,700 | | | $ | 383,907 | | | $ | 407,815 | |
Securities (2) | | | 201,974 | | | | 182,502 | | | | 156,850 | | | | 145,334 | | | | 143,480 | |
Total assets | | | 556,235 | | | | 572,448 | | | | 587,045 | | | | 612,617 | | | | 616,405 | |
Deposits | | | 468,000 | | | | 471,199 | | | | 480,486 | | | | 488,651 | | | | 469,668 | |
Shareholders' equity | | | 63,008 | | | | 64,170 | | | | 59,748 | | | | 55,005 | | | | 54,279 | |
| | | | | | | | | | | | | | | | | | | | |
Average balances: | | | | | | | | | | | | | | | | | | | | |
Loans (1) | | | 299,379 | | | | 325,114 | | | | 360,669 | | | | 398,378 | | | | 417,913 | |
Securities (2) | | | 192,578 | | | | 167,766 | | | | 151,736 | | | | 149,748 | | | | 139,373 | |
Total assets | | | 561,757 | | | | 568,466 | | | | 593,465 | | | | 625,281 | | | | 612,943 | |
Deposits | | | 462,368 | | | | 464,448 | | | | 481,600 | | | | 493,089 | | | | 462,742 | |
Shareholders' equity | | | 63,364 | | | | 62,034 | | | | 57,429 | | | | 55,846 | | | | 52,862 | |
| | | | | | | | | | | | | | | | | | | | |
Selected ratios: | | | | | | | | | | | | | | | | | | | | |
Net yield on average interest-earningassets (3) | | | 3.38 | % | | | 3.55 | % | | | 3.64 | % | | | 3.85 | % | | | 3.75 | % |
Return on average assets | | | 0.83 | % | | | 0.79 | % | | | 0.50 | % | | | 0.45 | % | | | 0.47 | % |
Return on average shareholders equity | | | 7.33 | % | | | 7.23 | % | | | 5.12 | % | | | 5.03 | % | | | 5.45 | % |
Net loan charge-offs as a percentageof average outstanding net loans | | | 0.71 | % | | | 0.58 | % | | | 1.07 | % | | | 0.84 | % | | | 1.42 | % |
Allowance for loan losses as apercentage of year end loans | | | 1.36 | % | | | 2.27 | % | | | 2.51 | % | | | 2.09 | % | | | 1.18 | % |
Shareholders' equity as a percentage oftotal assets | | | 11.33 | % | | | 11.21 | % | | | 10.18 | % | | | 8.98 | % | | | 8.81 | % |
Notes:
| 1) | Includes loans held for sale. |
| 2) | Includes Federal Home Loan Bank Stock. |
| 3) | Net yield on average interest-earning assets was computed on a tax-equivalent basis. |
| 4) | Financial data for 2010 includes the impact of the March 2010 Findlay branch acquisition. |
UNITED BANCSHARES, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion provides additional information relating to the financial condition and results of operations of United Bancshares, Inc.
PERFORMANCE SUMMARY
Consolidated net income for United Bancshares, Inc. (the “Corporation”) and its wholly-owned subsidiary, The Union Bank Company (the “Bank”), was $4.6 million in 2013 compared to $4.5 million in 2012 and $2.9 million in 2011.
Net income in 2013 as compared to 2012 was favorably impacted by a $1.0 million decrease in the provision for loan losses, a $489,000 decrease in non-interest expenses and a $114,000 increase in non-interest income, and unfavorably impacted by a $1.3 million decrease in net interest income and a $169,000 increase in the provision for income taxes. The decrease in the provision for loan losses is more fully explained in the “Provision for Loan Losses and the Allowance for Loan Losses” section. The decrease in net interest income is due to a decline in the Corporation’s net interest margin from 3.55% in 2012 to 3.38% in 2013, as well as a decrease in the level of average interest-earning assets in 2013 as compared to 2012.
The Corporation’s return on average assets was .83% in 2013, compared to .79% in 2012, and .50% in 2011. The Corporation’s return on average shareholders’ equity was 7.33% in 2013, 7.23% in 2012, and 5.12% in 2011. Basic net income per share was $1.35 per share in 2013, an increase of $0.05 per share from $1.30 in 2012. Basic net income per share of $1.30 in 2012 represented an increase of $0.45 per share from $0.85 in 2011. Changes in these amounts from year to year were generally reflective of changes in the level of net income.
The Corporation’s assets decreased to $556.2 million at December 31, 2013, compared to $572.4 million at December 31, 2012. Loans decreased $9.1 million, or 3%, to $295.3 million at December 31, 2013, compared to $304.4 million at December 31, 2012. The decrease in loans resulted from continued soft loan demand in the Corporation’s market area, and $2.1 million of net loan charge-offs recognized in 2013. Deposits decreased $3.2 million, or 0.7%, to $468 million at December 31, 2013, from $471.2 million at December 31, 2012. Shareholders' equity at December 31, 2013 was $63 million, a 1.8% decrease compared to $64.2 million at December 31, 2012.
RESULTS OF OPERATIONS – 2013 Compared to 2012
Net Interest Income
Net interest income, which represents the revenue generated from interest-earning assets in excess of the interest cost of funding those assets, is the Corporation's principal source of income. Net interest income is influenced by market interest rate conditions and the volume and mix of interest-earning assets and interest-bearing liabilities. Many external factors affect net interest income and typically include the strength of client loan demand, client preference for individual deposit account products, competitors’ loan and deposit product offerings, the national and local economic climates, and Federal Reserve monetary policy.
UNITED BANCSHARES, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS – 2013 Compared to 2012 (CONTINUED)
Net Interest Income, Continued
Net interest income for 2013 was $16.6 million, a decrease of $1.3 million (7.3%) from 2012. The decrease in net interest income was primarily due to a decrease in the Corporation’s net interest margin. The average yield on loans for 2013 decreased to 5.09% compared to 5.51% in 2012, and the average rate on interest-bearing liabilities decreased to 0.77% in 2013 from 1.06% in 2012. Net Interest Income was also negatively impacted by the $9.1 million decrease in gross loans, but favorably impacted by the $10.6 million decrease in non-accrual loans. The Corporation also decreased cash by investing in the securities portfolio, which increased $19.5 million during 2013. The effect of these and other factors resulted in the net interest yield on average interest-earning assets, on a tax-equivalent basis, decreasing in 2013 to 3.38% from 3.55% in 2012.
Provision for Loan Losses and the Allowance for Loan Losses
The Corporation’s loan policy provides guidelines for managing both credit risk and asset quality. The policy details acceptable lending practices, establishes loan-grading classifications, and prescribes the use of a loan review process. The Corporation has a credit administration department that performs regular credit file reviews which facilitate the timely identification of problem or potential problem credits, ensure sound credit decisions, and assist in the determination of the allowance for loan losses. The Corporation also engages an outside credit review firm to supplement the credit analysis function and to provide an independent assessment of the loan review process. The loan policy, loan review process, and credit analysis function facilitate management's evaluation of the credit risk inherent in the lending function.
As mentioned, ongoing reviews are performed to identify potential problem and nonperforming loans and also provide in-depth analysis with respect to the quarterly allowance for loan losses calculation. Part of this analysis involves assessing the need for specific reserves relative to impaired loans. This evaluation typically includes a review of the recent performance history of the credit, a comparison of the estimated collateral value in relation to the outstanding loan balance, the overall financial strength of the borrower, industry risks pertinent to the borrower, and competitive trends that may influence the borrower’s future financial performance. Loans are considered impaired when, based upon the most current information available, it appears probable that the borrower will not be able to make payments according to the contractual terms of the loan agreement. Impaired loans are recorded at the observable market price of the loan, the fair value of the underlying collateral (if the loan is collateral dependent), or the present value of the expected future cash flows discounted at the loan's effective interest rate. Given that the Corporation’s impaired loans are typically collateralized by real estate or other borrower assets, the fair value of individual impaired loans is most often based upon the underlying collateral value net of estimated selling costs. Large groups of smaller balance homogenous loans are collectively evaluated for impairment.
UNITED BANCSHARES, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS – 2013 Compared to 2012 (CONTINUED)
Provision for Loan Losses and the Allowance for Loan Losses, Continued
To determine the allowance for loan losses, the Corporation prepares a detailed analysis that focuses on delinquency trends, the status of nonperforming loans (i.e., impaired, nonaccrual, restructured, and past due 90 days or more), current and historical trends of charged-off loans within each loan category (i.e., commercial, real estate, and consumer), existing local and national economic conditions, and changes within the volume and mix in each loan category. Higher loss rates are applied in calculating the allowance for loan losses relating to potential problem loans. Loss rates are periodically evaluated considering historic loss rates in the respective potential problem loan categories (i.e., special mention, substandard, doubtful) and current trends.
Regular provisions are made in amounts sufficient to maintain the balance in the allowance for loan losses at a level considered by management to be adequate for losses within the portfolio. Even though management uses all available information to assess possible loan losses, future additions or reductions to the allowance may be required as changes occur in economic conditions and specific borrower circumstances. The regulatory agencies that periodically review the Corporation’s allowance for loan losses may also require additions to the allowance or the charge-off of specific loans based upon the information available to them at the time of their examinations.
The allowance for loan losses at December 31, 2013 was $4.0 million, or 1.36% of total loans, compared to $6.9 million, or 2.27% of total loans at December 31, 2012. The change in the allowance for loan losses during 2013 included an $833,000 negative provision for loan losses charged to operations and loan charge-offs, net of recoveries, of $2.1 million.
The provision for loan losses charged to operations is determined by management after considering the amount of net losses incurred as well as management’s estimation of losses inherent in the portfolio based on an evaluation of loan portfolio risk and current economic factors. The negative provision for loan losses of $833,000 in 2013 compares to a provision of $200,000 million in 2012. The decrease in the provision for loan losses resulted primarily from declining historic loss rates, which are used to calculate the reserve for the homogenous pool of loans, a decrease in risk rated loans and an overall decrease in the loan portfolio. The negative provision during the year ended December 31, 2013 was also warranted as a result of an improving market value on collateral held against one impaired loan, an individual credit that had a specific reserve becoming pass rated during the third quarter and an individual credit with a specific reserve that paid off during the fourth quarter.
UNITED BANCSHARES, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS – 2013 Compared to 2012 (CONTINUED)
Provision for Loan Losses and the Allowance for Loan Losses, Continued
The Corporation considers a loan to be impaired when it becomes probable that the Corporation will be unable to collect under the contractual terms of the loan, based on current information and events. Impaired loans, principally consisting of commercial and commercial real estate credits, amounted to $2.8 million at December 31, 2013 compared to $15.6 million at December 31, 2012, a decrease of $12.8 million. Impaired loans at December 31, 2013, included $2.1 million of loans with no specific reserves included in the allowance for loan losses and $660,000 of loans with specific reserves of $179,000 included in the Corporation’s December 31, 2013 allowance for loan losses. Impaired loans at December 31, 2013 with no specific reserves include $2.2 million of loan charge-offs during 2013. Impaired loans at December 31, 2012, included $3.1 million of loans with no specific reserves included in the allowance for loan losses and $12.5 million of loans with specific reserves of $2.9 million included in the Corporation’s December 31, 2012 allowance for loan losses. Impaired loans at December 31, 2012 with no specific reserves include $359,000 of loans which were charged down during 2012.
In addition to impaired loans, the Corporation had other potential problem credits of $13.4 million at December 31, 2013 compared to $17.1 million at December 31, 2012, a decrease of $3.7 million (21.6%). The Corporation’s credit administration department continues to closely monitor these credits.
Non-Interest Income
Total non-interest income increased $115,000 (2.6%) to $4.5 million in 2013 from $4.4 million in 2012. With the exception of net securities gains, most of the components of non-interest income are recurring, although certain components are more susceptible to change than others. Net securities gains decreased in 2013 to $134,000 compared to $268,000 in 2012.
Significant recurring components of non-interest income include service charges on deposit accounts, secondary market lending activities, and increases in the cash surrender value of life insurance. Service charges on deposit accounts increased $106,000 (9.2%) to $1,252,000 in 2013 compared to $1,146,000 in 2012. This increase is largely attributable to changes in customer overdraft behaviors.
The Corporation has elected to sell in the secondary market substantially all fixed rate residential real estate loans originated, and typically retains the servicing rights relating to such loans. During 2013, gain on sale of loans was $719,000, including $313,000 of capitalized servicing rights. Gain on sale of loans was $1,297,000 in 2012, including $445,000 of capitalized servicing rights. The significant decrease in gain on sale of loans was attributable to a decrease in loan demand during 2013 with loan sales in 2013 amounting to $31.9 million compared to $68.9 million in 2012. The Corporation’s serviced portfolio increased $1.2 million during 2013 to $176.8 million at December 31, 2013. The earnings rate used in determining the fair value of servicing at December 31, 2013 was 0.25% compared to 1.0% at December 31, 2012. The earnings rate was decreased to reflect changes in the observable market.
UNITED BANCSHARES, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS – 2013 Compared to 2012 (CONTINUED)
Non-Interest Income, Continued
The Corporation reports its mortgage servicing rights using the fair value measurement method. As a result, the Corporation recognized a $316,000 increase in the fair value of mortgage servicing rights during 2013, compared to a $16,000 increase in the fair value of mortgage servicing rights in 2012. Prepayment assumptions are a key valuation input used in determining the fair value of mortgage servicing rights. While prepayment assumptions are constantly subject to change, such changes typically occur within a relatively small parameter from period to period. The prepayment assumptions used in determining the fair value of servicing are based on the Public Securities Association (PSA) Standard Prepayment Model. At December 31, 2013 the PSA factor was 164 compared to 398 at December 31, 2012.
Other operating income increased $433,000 (3.6%) to $1.6 million in 2013 from $1.2 million in 2012. The increase in non-interest income for the year ended December 31, 2013 includes recognition of a $178,000 signing bonus that was received as a result of converting the Corporation’s debit cards and a $156,000 increase in debit card fee income.
Non-Interest Expenses
Total non-interest expenses amounted to $16,024,000 in 2013, compared to $16,513,000 in 2012, a decrease of $489,000 (3%). The decrease in non-interest expenses for the year ended December 31, 2013 was primarily attributable to a $317,000 decrease in salaries and benefits, a $455,000 decrease in other real estate owned expenses, a $372,000 decrease in FDIC premium expenses, a $285,000 decrease in deposit losses and recoveries and a $191,000 decrease in data processing offset by a $1,111,000 increase in miscellaneous expenses resulting from a $985,000 prepayment penalty for payment of a $10 million Federal Home Loan Corporation advance during the fourth quarter of 2013.
The significant components of other operating expenses are summarized in Note 10 to the consolidated financial statements.
Provision for Income Taxes
The provision for income taxes for 2013 was $1,240,000, an effective tax rate of 21.1%, compared to $1,071,000 in 2012, an effective rate of 19.3%. The Corporation’s effective tax rate was reduced from the federal statutory rate of 34% as a result of tax-exempt securities and loan interest income (10.7%) and life insurance contracts (2.4%). At December 31, 2013, the Corporation has available alternative minimum tax credits of $614,000 which can be used in the future to the extent regular tax exceeds the alternative minimum tax.
UNITED BANCSHARES, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FINANCIAL POSITION – 2013 Compared to 2012
Securities
Management monitors the earnings performance and liquidity of the securities portfolio on a regular basis through Asset/Liability Committee (ALCO) meetings. As a result, all securities, except Federal Home Loan Bank of Cincinnati (FHLB) stock, have been designated as available-for-sale and may be sold if needed for liquidity, asset-liability management or other reasons. Such securities are reported at fair value, with any net unrealized gains or losses reported as a separate component of shareholders’ equity, net of related income taxes.
Securities, including FHLB stock, totaled $202 million at December 31, 2013 compared to $182.5 million at December 31, 2012, an increase of $19.5 million (10.7%). The amortized cost of the securities portfolio increased $27.1 million in 2013, and the Corporation experienced net unrealized losses on securities of $7.5 million during 2013.
The Corporation is required to maintain a certain level of FHLB stock based on outstanding borrowings from the FHLB. FHLB stock is considered a restricted security which is carried at cost and evaluated periodically for impairment. There were no purchases or sales of FHLB stock during 2013.
At December 31, 2013, the Corporation’s investment securities portfolio included $66.5 million in U.S. states and political subdivisions, which comprises 105.6% of shareholders’ equity. The largest exposure to any one state is $10.9 million or 16%, issued within the state of Ohio. The Corporation’s procedures for evaluating investments in securities issued by states, municipalities and political subdivisions are in accordance with guidance issued by the Board of Governors of the Federal Reserve System, “Investing in Securities without Reliance on Nationally Recognized Statistical Rating Agencies” (SR 12-15) and other regulatory guidance. Credit ratings are considered in our analysis only as a guide to the historical default rate associated with similarly-rated bonds. There have been no significant differences in our internal analyses compared with the ratings assigned by the third party credit rating agencies.
At December 31, 2013, net unrealized losses on available-for-sale securities amounted to $2.1 million compared to net unrealized gains on available for sale securities of $5.6 million at December 31, 2012. At December 31, 2013, the Corporation held one hundred and sixty securities which were in a loss position with the fair value and gross unrealized losses of such securities amounting to $118.6 million and $4.3 million, respectively. Management has considered the current interest rate environment, typical volatilities in the bond market, and the Corporation’s liquidity needs in the near term in concluding that the impairment on these securities is temporary.
UNITED BANCSHARES, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FINANCIAL POSITION – 2013 Compared to 2012(CONTINUED)
Loans
At December 31, 2013, total loans, including loans held for sale, amounted to $295.7 million compared to $307.4 million at December 31, 2012, a decrease of $11.7 million (3.8%). All categories within the loan portfolio decreased during 2013, with residential real estate decreasing $2.1 million (3.6%), commercial loans decreasing $1.9 million (1%), agriculture loans decreasing $4.7 million (10.9%), and consumer loans decreasing $462,000 (10.5%). The overall decrease in the loan portfolio is attributable to continued slow economic conditions experienced throughout the Corporation’s market area.
Other Assets
During 2013, other real estate owned (OREO) decreased $900,000 to $668,000 at December 31, 2013, compared to $1.6 million at December 31, 2012. During 2013, no loans were transferred to OREO. Throughout 2013, the Corporation evaluated its OREO portfolio and made $220,000 of impairment adjustments. The Corporation also sold two properties from OREO and received net proceeds of $694,000 resulting in net gain on sales of $14,000.
Deposits
Total deposits at December 31, 2013 amounted to $468 million, a decrease of $3.2 million (0.7%) compared with total deposits of $471.2 million at December 31, 2012. The decrease in deposits includes a $12 million decrease in interest bearing deposits offset by an $8.8 million increase in non-interest bearing deposits.
Other Borrowings
The Corporation also utilizes other borrowings as an alternative source of funding, as necessary, to support asset growth and periodic deposit shrinkage. Other borrowings, consisting of FHLB advances and customer repurchase agreements, amounted to $12.1 million at December 31, 2013, compared to $22.6 million at December 31, 2012, a decrease of $10.5 million (46.5%). The decrease in other borrowings included $10 million of repayments of FHLB borrowings, and a $457,000 decrease in customer repurchase agreements.
RESULTS OF OPERATIONS – 2012 Compared to 2011
Net interest income for 2012 was $17.9 million, a decrease of $1.2 million (6.4%) from 2011. The decrease in net interest income was primarily due to a decrease in the Corporation’s net interest margin. The average yield on loans for 2012 decreased to 5.51% compared to 5.87% in 2011, and the average rate on interest-bearing liabilities decreased to 1.06% in 2012 from 1.53% in 2011. The effect of these and other factors resulted in the net interest yield on average interest-earning assets, on a tax-equivalent basis, decreasing in 2012 to 3.55% from 3.64% in 2011.
UNITED BANCSHARES, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS – 2012 Compared to 2011 (CONTINUED)
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The allowance for loan losses at December 31, 2012 was $6.9 million, or 2.27% of total loans, compared to $8.5 million, or 2.53% of total loans at December 31, 2011. The change in the allowance for loan losses during 2012 included a $200,000 provision for loan losses charged to operations and loan charge-offs, net of recoveries, of $1.8 million.
Impaired loans, principally consisting of commercial and commercial real estate credits, amounted to $15.6 million at December 31, 2012 compared to $21 million at December 31, 2011, a decrease of $5.4 million. Impaired loans at December 31, 2012, included $3.1 million of loans with no specific reserves included in the allowance for loan losses and $12.5 million of loans with specific reserves of $2.9 million included in the Corporation’s December 31, 2012 allowance for loan losses. Impaired loans at December 31, 2012 with no specific reserves include $359,000 of loans which were charged down during 2012. Impaired loans at December 31, 2011, included $7.7 million of loans with no specific reserves included in the allowance for loan losses and $13.3 million of loans with specific reserves of $2 million included in the Corporation’s December 31, 2011 allowance for loan losses. Impaired loans at December 31, 2011 with no specific reserves include $2.3 million of loans which were charged down during 2011.
In addition to impaired loans, the Corporation had other potential problem credits of $17.1 million at December 31, 2012 compared to $19.3 million at December 31, 2011, a decrease of $2.2 million (17.3%). The Corporation’s credit administration department continues to closely monitor these credits.
Total non-interest income increased $523,000 (13.6%) to $4.3 million in 2012 from $3.8 million in 2011. With the exception of net securities gains, most of the components of non-interest income are recurring, although certain components are more susceptible to change than others. Net securities gains decreased in 2012 to $268,000 compared to $897,000 in 2011.
Significant recurring components of non-interest income include service charges on deposit accounts, secondary market lending activities, and increases in the cash surrender value of life insurance. Service charges on deposit accounts increased $47,000 (4.3%) to $1,146,000 in 2012 compared to $1,099,000 in 2011. This increase appears to be largely attributable to changes in customer overdraft behaviors.
During 2012, gain on sale of loans was $1,297,000, including $445,000 of capitalized servicing rights. Gain on sale of loans was $493,000 in 2011, including $168,000 of capitalized servicing rights. The significant increase in gain on sale of loans was attributable to an increase in loan sales activities during 2012 with loan sales in 2012 amounting to $68.9 million compared to $26.7 million in 2011. The Corporation’s serviced portfolio increased $11 million during 2012 to $175.6 million at December 31, 2012.
UNITED BANCSHARES, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS – 2012 Compared to 2011 (CONTINUED)
The Corporation recognized a $16,000 increase in the fair value of mortgage servicing rights during 2012, compared to a $315,000 decrease in the fair value of mortgage servicing rights in 2011, a comparative $331,000 favorable impact on income before income taxes. Prepayment assumptions are a key valuation input used in determining the fair value of mortgage servicing rights. While prepayment assumptions are constantly subject to change, such changes typically occur within a relatively small parameter from period to period. The prepayment assumptions used in determining the fair value of servicing are based on the Public Securities Association (PSA) Standard Prepayment Model. At December 31, 2012 the PSA factor was 398 compared to 465 at December 31, 2011.
Total non-interest expenses amounted to $16,513,000 in 2012, compared to $15,546,000 in 2011, an increase of $967,000 (6.2%). The increase in non-interest expenses for the year ended December 31, 2012 was primarily attributable to a $621,000 increase in salaries and benefits, a $309,000 increase in deposit losses, a $200,000 increase in other real estate owned expenses, a $92,000 increase in ATM/debit card processing expenses, and an $82,000 increase in loan closing fees, offset by a $243,000 decrease in FDIC premium expenses and a $136,000 decrease in asset management legal expenses.
The provision for income taxes for 2012 was $1,071,000, an effective tax rate of 19.3%, compared to $102,000 in 2011, an effective rate of 3.4%. The Corporation’s effective tax rate was reduced from the federal statutory rate of 34% as a result of tax-exempt securities and loan interest income (11%), life insurance contracts (2.6%), and a reduction in the reserve for uncertain tax positions (1.2%). At December 31, 2012, the Corporation has available alternative minimum tax credits of $432,000 which can be used in the future to the extent regular tax exceeds the alternative minimum tax.
FINANCIAL POSITION – 2012 Compared to 2011
Securities, including FHLB stock, totaled $182.5 million at December 31, 2012 compared to $156.8 million at December 31, 2011, an increase of $25.7 million (16.4%). The amortized cost of the securities portfolio increased $25.5 million in 2012, and the Corporation experienced net unrealized gains on securities of $151,000 during 2012.
The Corporation is required to maintain a certain level of FHLB stock based on outstanding borrowings from the FHLB. FHLB stock is considered a restricted security which is carried at cost and evaluated periodically for impairment. There were no purchases or sales of FHLB stock during 2012.
At December 31, 2012, net unrealized gains on available-for-sale securities amounted to $5.6 million compared to net unrealized gains on available for sale securities of $5.5 million at December 31, 2011. At December 31, 2012, the Corporation held twenty-four securities which were in a loss position with the fair value and gross unrealized losses of such securities amounting to $14.1 million and $88,000, respectively. Management has considered the current interest rate environment, typical volatilities in the bond market, and the Corporation’s liquidity needs in the near term in concluding that the impairment on these securities is temporary.
UNITED BANCSHARES, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FINANCIAL POSITION – 2012 Compared to 2011(CONTINUED)
At December 31, 2012, total loans, including loans held for sale, amounted to $307.4 million compared to $340.7 million at December 31, 2011, a decrease of $33.3 million (9.8%). All categories within the loan portfolio decreased during 2012, with residential real estate decreasing $3.8 million (6.1%), commercial loans decreasing $25.1 million (11.2%), agriculture loans decreasing $3.6 million (7.7%), and consumer loans decreasing $1 million (18.5%). The overall decrease in the loan portfolio is attributable to continued slow economic conditions experienced throughout the Corporation’s market area.
During 2012, other real estate owned (OREO) decreased $1.2 million to $1.6 million at December 31, 2012, compared to $2.8 million at December 31, 2011. During 2012, $421,000 of loans was transferred to OREO. Throughout 2012, the Corporation evaluated its OREO portfolio and made $564,000 of impairment adjustments. The Corporation also sold several properties from OREO and received net proceeds of $1.1 million resulting in net loss on sales of $64,000.
Total deposits at December 31, 2012 amounted to $471.2 million, a decrease of $9.3 million (1.9%) compared with total deposits of $480.5 million at December 31, 2011. The decrease in deposits includes a $20.8 million decrease in interest bearing deposits offset by a $11.5 million increase in non-interest bearing deposits.
Other borrowings, consisting of FHLB advances and customer repurchase agreements, amounted to $22.6 million at December 31, 2012, compared to $32.8 million at December 31, 2011, a decrease of $10.2 million (31.1%). The decrease in other borrowings included $10.1 million of repayments of FHLB borrowings, and a $159,000 decrease in customer repurchase agreements.
LIQUIDITY
Liquidity relates primarily to the Corporation’s ability to fund loan demand, meet the withdrawal requirements of deposit customers, and provide for operating expenses. Assets used to satisfy these needs consist of cash and due from banks, federal funds sold, securities available-for-sale, and loans held for sale. A large portion of liquidity is provided by the ability to sell or pledge securities. Accordingly, the Corporation has designated all securities other than FHLB stock as available-for-sale. A secondary source of liquidity is provided by various lines of credit facilities available through correspondent banks and the Federal Reserve. Another source of liquidity is represented by loans that are available to be sold. Certain other loans within the Corporation’s loan portfolio are also available to collateralize borrowings.
The consolidated statements of cash flows for the years presented provide an indication of the Corporation’s sources and uses of cash as well as an indication of the ability of the Corporation to maintain an adequate level of liquidity. A discussion of cash flows for 2013, 2012, and 2011 follows.
The Corporation generated cash from operating activities of $5.1 million in 2013, $7.3 million in 2012, and $9.6 million in 2011.
UNITED BANCSHARES, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY(CONTINUED)
Net cash flows from investing activities amounted to $(18.1) million in 2013, $5.1 million in 2012, and $30.2 million in 2011. Significant investing cash flow activities in 2013 included $27.8 million of net cash outflows resulting from securities purchases, net of proceeds received from sales and maturities. Significant investing cash inflow activities in 2013 resulted from a $9.6 million decrease in loans. Significant investing cash outflow activities in 2012 included $26.2 million of net cash outflows resulting from securities purchases, net of proceeds received from sales and maturities. Investing cash inflows of $31 million resulted from a decrease in loans and $1 million from the sale of other real estate owned. Significant investing cash outflow activities in 2011 included $8.6 million of net cash outflows resulting from securities purchases, net of proceeds received from sales and maturities, and $1.7 million resulting from the purchase of certificates of deposit. Investing cash inflows of $38.9 million resulted from a decrease in loans and $1.9 million from the sale of other real estate owned.
Net cash flows from financing activities amounted to $(14.5) million in 2013, $(19.7) million in 2012, and $(31.1) million in 2011. Net cash used in financing activities in 2013 primarily resulted from $10 million of repayment on FHLB borrowings and a $3.2 million decrease in deposits. Net cash used in financing activities in 2012 primarily resulted from $10 million of repayment on FHLB borrowings and a $9.3 million decrease in deposits. Net cash used in financing activities in 2011 primarily resulted from $17 million of repayment on FHLB borrowings, $8.1 million decrease in deposits, and $6 million decrease in customer repurchase agreements.
ASSET LIABILITY MANAGEMENT
Closely related to liquidity management is the management of interest-earning assets and interest-bearing liabilities. The Corporation manages its rate sensitivity position to avoid wide swings in net interest margins and to minimize risk due to changes in interest rates.
The difference between a financial institution’s interest rate sensitive assets (assets that will mature or reprice within a specific time period) and interest rate sensitive liabilities (liabilities that will mature or reprice within the same time period) is commonly referred to as its “interest rate sensitivity gap” or, simply, its “gap”. An institution having more interest rate sensitive assets than interest rate sensitive liabilities within a given time interval is said to have a “positive gap”. This generally means that, when interest rates increase, an institution’s net interest income will increase and, when interest rates decrease, the institution’s net interest income will decrease. An institution having more interest rate sensitive liabilities than interest rate sensitive assets within a given time interval is said to have a “negative gap”. This generally means that, when interest rates increase, the institution’s net interest income will decrease and, when interest rates decrease, the institution’s net interest income will increase. The Corporation’s one year cumulative gap at December 31, 2013 is approximately 85% which means the Corporation has more liabilities than assets re-pricing within one year.
UNITED BANCSHARES, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
EFFECTS OF INFLATION
The assets and liabilities of the Corporation are primarily monetary in nature and are more directly affected by fluctuations in interest rates than inflation. Movement in interest rates is a result of the perceived changes in inflation as well as monetary and fiscal policies. Interest rates and inflation do not necessarily move with the same velocity or within the same period; therefore, a direct relationship to the inflation rate cannot be shown. The financial information presented in the Corporation’s consolidated financial statements has been presented in accordance with accounting principles generally accepted in the United States, which require that the Corporation measure financial position and operating results primarily in terms of historical dollars.
SIGNIFICANT ACCOUNTING POLICIES
The Corporation’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America and follow general practices within the commercial banking industry. Application of these principles requires management to make estimates, assumptions, and judgments that affect the amounts reported in the financial statements. These estimates, assumptions, and judgments are based upon the information available as of the date of the financial statements.
The Corporation’s most significant accounting policies are presented in Note 1 to the consolidated financial statements. These policies, along with other disclosures presented in the Notes to Consolidated Financial Statements and Management’s Discussion and Analysis, provide information about how significant assets and liabilities are valued in the financial statements and how those values are determined. Management has identified the determination of the allowance for loan losses, valuation of goodwill and mortgage servicing rights, and fair value of securities and other financial instruments as the areas that require the most subjective and complex estimates, assumptions and judgments and, as such, could be the most subjective to revision as new information becomes available.
As previously noted, a detailed analysis to assess the adequacy of the allowance for loan losses is performed. This analysis encompasses a variety of factors including the potential loss exposure for individually reviewed loans, the historical loss experience for each loan category, the volume of non-performing loans, the volume of loans past due 30 days or more, a segmentation of each loan category by internally-assigned risk grades, an evaluation of current local and national economic conditions, any significant changes in the volume or mix of loans within each category, a review of the significant concentrations of credit, and any legal, competitive, or regulatory concerns.
Management considers the valuation of goodwill resulting from the 2003 Gibsonburg and Pemberville and the 2010 Findlay branch acquisitions through an annual impairment test which considers, among other things, the assets and equity of the Corporation as well as price multiples for sales transactions involving other local financial institutions. Management engaged an independent valuation specialist to perform a goodwill impairment evaluation as of September 30, 2013, which supported management’s assessment that no impairment adjustments to goodwill were warranted. To date, none of the goodwill evaluations have revealed the need for an impairment charge. Management does not believe that any significant conditions have changed relating to the goodwill assessment through December 31, 2013.
UNITED BANCSHARES, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Mortgage servicing rights are recognized when acquired through sale of mortgage loans and are reported at fair value. Changes in fair value are reported in net income for the period the changes occur. The Corporation generally estimates fair value for servicing rights based on the present value of future expected cash flows, using management’s best estimates of the key assumptions – credit losses, prepayment speeds, servicing costs, earnings rate and discount rates commensurate with the risks involved. The Corporation has engaged an independent consultant to calculate the fair value of mortgage servicing rights on a quarterly basis. Management regularly reviews the calculation, including assumptions used in making the calculation, and discusses with the consultant. Management also reconciles information used by the consultant, with respect to the Corporation’s serviced portfolio, to the Corporation’s accounting records.
The Corporation reviews securities prices and fair value estimates of other financial instruments supplied by an independent pricing service, as well as their underlying pricing methodologies, for reasonableness and to ensure such prices are aligned with traditional pricing matrices. The Corporation’s securities portfolio primarily consists of U.S. Government agencies, and political subdivision obligations, and mortgage backed securities. Pricing for such instruments is typically based on models with observable inputs. From time to time, the Corporation will validate, on a sample basis, prices supplied by the independent pricing service by comparison to prices obtained from other third-party sources or derived using internal models. The Corporation also considers the reasonableness of inputs for financial instruments that are priced using unobservable inputs.
IMPACT OF RECENT ACCOUNTING PRONOUNCEMENTS
A summary of new accounting standards adopted or subject to adoption in 2013, as well as newly-issued but not effective accounting standards at December 31, 2013, is presented in Note 2 to the consolidated financial statements.
OFF-BALANCE SHEET ARRANGEMENTS, CONTRACTUAL OBLIGATIONS, AND CONTINGENT LIABILITIES AND COMMITMENTS
The following table summarizes loan commitments, including letters of credit, as of December 31, 2013:
| | Amount of commitment to expire per period | |
| | Total | | | Less than | | | 1 – 3 | | | 4 – 5 | | | Over | |
| | Amount | | | 1 year | | | years | | | years | | | 5 years | |
| | (Dollars in thousands) | |
Type of commitment | | | | | | | | | | | | | | | | | | | | |
Commercial lines-of-credit | | $ | 37,883 | | | $ | 37,442 | | | $ | 405 | | | $ | 35 | | | $ | - | |
Real estate lines-of-credit | | | 36,883 | | | | 2,041 | | | | 3,300 | | | | 3,731 | | | | 27,812 | |
Consumer lines-of-credit | | | 331 | | | | - | | | | - | | | | - | | | | 331 | |
Letters of Credit | | | 1,225 | | | | 1,225 | | | | - | | | | - | | | | - | |
| | | | | | | | | | | | | | | | | | | | |
Total commitments | | $ | 76,322 | | | $ | 40,708 | | | $ | 3,705 | | | $ | 3,766 | | | $ | 28,143 | |
UNITED BANCSHARES, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OFF-BALANCE SHEET ARRANGEMENTS, CONTRACTUAL OBLIGATIONS, AND CONTINGENT LIABILITIES AND COMMITMENTS(CONTINUED)
As indicated in the preceding table, the Corporation had $76.3 million in total loan commitments at December 31, 2013, with $40.7 million of that amount expiring within one year. All lines-of-credit represent either fee-paid or legally binding loan commitments for the loan categories noted. Letters-of-credit are also included in the amounts noted in the table since the Corporation requires that each letter-of-credit be supported by a loan agreement. The commercial and consumer lines represent both unsecured and secured obligations. The real estate lines are secured by mortgages in residential and nonresidential property. Many of the commercial lines are due on a demand basis, and are established for seasonal operating purposes. It is anticipated that a significant portion of these lines will expire without being drawn upon.
The following table summarizes the Corporation’s contractual obligations as of December 31, 2013:
| | Payments due by period | |
| | Total | | | Less than | | | 1– 3 | | | 4 – 5 | | | Over | |
| | Amount | | | 1 year | | | years | | | years | | | 5 years | |
| | (Dollars in thousands) | |
Contractual obligations | | | | | | | | | | | | | | | | | | | | |
Long-term debt | | $ | 17,800 | | | $ | - | | | $ | - | | | $ | 7,500 | | | $ | 10,300 | |
Capital leases | | | - | | | | - | | | | - | | | | - | | | | - | |
Operating leases | | | - | | | | - | | | | - | | | | - | | | | - | |
Unconditional purchaseobligations | | | - | | | | - | | | | - | | | | - | | | | - | |
Time deposits | | | 172,348 | | | | 86,977 | | | | 66,664 | | | | 17,477 | | | | 1,230 | |
Deposits without statedmaturities | | | 295,652 | | | | - | | | | - | | | | - | | | | 295,652 | |
Other long-term liabilitiesreflected under GAAP | | | 256 | | | | 20 | | | | 49 | | | | 62 | | | | 125 | |
| | | | | | | | | | | | | | | | | | | | |
Total obligations | | $ | 486,056 | | | $ | 86,997 | | | $ | 66,713 | | | $ | 25,039 | | | $ | 307,307 | |
Long-term debt presented in the preceding table is comprised of a $7.5 million borrowing from the FHLB, and $10.3 million from the issuance of junior subordinated deferrable interest debentures.
The FHLB borrowing includes a note that requires monthly interest payments, with principal due at maturity, as disclosed in Note 8 to the consolidated financial statements. The outstanding FHLB borrowing at December 31, 2013 consists of an advance with a fixed interest rate. Certain fixed rate obligations have variable options that stipulate a prepayment penalty if the note’s interest rate exceeds the current market rate for similar borrowings at the time of repayment. As a note matures, the Corporation evaluates the liquidity and interest-rate circumstances at that point in time to determine whether to pay-off or renew the note. The evaluation process typically includes the strength of current and projected customer loan demand, the current federal funds sold or purchased position, projected cash flows from maturing securities, the current and projected market interest rate environment, local and national economic conditions, and customer demand for deposit product offerings. The $7.5 million fixed rate advance at December 31, 2013 can be put back at the option of the FHLB.
UNITED BANCSHARES, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OFF-BALANCE SHEET ARRANGEMENTS, CONTRACTUAL OBLIGATIONS, AND CONTINGENT LIABILITIES AND COMMITMENTS(CONTINUED)
Time deposits and deposits without stated maturities included in the preceding table are comprised of customer deposit accounts. Management believes that they have the ability to attract and retain deposit balances by adjusting the interest rates offered.
The other long-term liabilities reflected under GAAP, as noted in the preceding table, represents the Corporation ’s agreement with its current Chairman of the Board of Directors to provide for retirement compensation benefits as more fully described in Note 12 of the consolidated financial statements. At December 31, 2013, the net present value of future deferred compensation payments amounted to $256,000, which is included in other liabilities in the December 31, 2013 consolidated balance sheet.
As indicated in the table, the Corporation had no capital lease obligations as of December 31, 2013. The Corporation also has a non-qualified deferred compensation plan covering certain directors and officers, and has provided an estimated liability of $604,000 at December 31, 2013 for supplemental retirement benefits. Since substantially all participants under the plan are still active, it is not possible to determine the terms of the contractual obligations and, consequently, such liability is not included in the table.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The most significant market risk to which the Corporation is exposed is interest rate risk. The business of the Corporation and the composition of its balance sheet consist of investments in interest-earning assets (primarily loans and securities), which are funded by interest bearing liabilities (deposits and borrowings). These financial instruments have varying levels of sensitivity to changes in the market rates of interest, resulting in market risk. None of the Corporation’s financial instruments are held for trading purposes.
The Corporation manages interest rate risk regularly through its Asset Liability Committee. The Committee meets on a regular basis and reviews various asset and liability management information, including but not limited to, the Corporation’s liquidity positions, projected sources and uses of funds, interest rate risk positions and economic conditions.
The Corporation monitors its interest rate risk through a sensitivity analysis, whereby it measures potential changes in its future earnings and the fair values of its financial instruments that may result from one or more hypothetical changes in interest rates. This analysis is performed by estimating the expected cash flows of the Corporation’s financial instruments using interest rates in effect at year-end. For the fair value estimates, the cash flows are then discounted to year-end to arrive at an estimated present value of the Corporation’s financial instruments. Hypothetical changes in interest rates are then applied to the financial instruments, and the cash flows and fair values are again estimated using these hypothetical rates. For the net interest income estimates, the hypothetical rates are applied to the financial instruments based on the assumed cash flows. The Corporation applies these interest rate “shocks” to its financial instruments up and down 200 and 300 and up 400 basis points.
UNITED BANCSHARES, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK (CONTINUED)
The following table shows the Corporation’s estimated earnings sensitivity profile as of December 31, 2013:
| Change in Interest Rates (basis points) | | | Percentage Change in Net Interest Income | | | Percentage Change in Net Income | |
| | | | | | | | | | | |
| | +200 | | | | -1.4% | | | | -2.4% | |
| | -200 | | | | -6.2% | | | | -13.5% | |
| | | | | | | | | | | |
| | +300 | | | | -2.8% | | | | -5.2% | |
| | -300 | | | | N/A | | | | N/A | |
| | | | | | | | | | | |
| | +400 | | | | -4.3% | | | | -8.3% | |
Given a linear 200bp increase in the yield curve used in the simulation model, it is estimated that net interest income for the Corporation would decrease by 1.4% and net income would decrease by 2.4%. A 200bp decrease in interest rates would decrease net interest income by 6.2% and decrease net income by 13.5%. Given a linear 300bp increase in the yield curve used in the simulation model, it is estimated that net interest income for the Corporation would decrease by 2.8% and net income would decrease by 5.2%. A 300bp decrease in interest rates cannot be simulated at this time due to the historically low interest rate environment. A 400bp increase in interest rates would decrease net interest income by 4.3% and decrease net income by 8.3%. Management does not expect any significant adverse effect to net interest income in 2014 based on the composition of the portfolio and anticipated trends in rates.
OTHER INFORMATION
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.
UNITED BANCSHARES, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FORWARD-LOOKING STATEMENTS
This report includes certain forward-looking statements by the Corporation relating to such matters as anticipated operating results, prospects for new lines of business, technological developments, economic trends (including interest rates), and similar matters. Statements that do not describe historical or current facts, including statements about beliefs and expectations, are forward-looking statements. Forward-looking statements may be identified by words such as expect, anticipate, believe, intend, estimate, plan, target, goal, or similar expressions, or future or conditional verbs such as will, may, might, should, would, could, or similar variations. The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements, and the purpose of this paragraph is to secure the use of the safe harbor provisions. While the Corporation believes that the assumptions underlying the forward looking statements contained herein and in other public documents are reasonable, any of the assumptions could prove to be inaccurate, and accordingly, actual results and experience could differ materially from the anticipated results or other expectations expressed by the Corporation in its forward-looking statements. Factors that could cause actual results or experience to differ from results discussed in the forward-looking statements include, but are not limited to: economic conditions, volatility and direction of market interest rates, governmental legislation and regulation, material unforeseen changes in the financial condition or results of operations of the Corporation’s customers, customer reaction to and unforeseen complications with respect to the integration of acquisition, product design initiative, and other risks identified, from time-to-time in the Corporation’s other public documents on file with the Securities and Exchange Commission.
Report of Independent Registered Public Accounting Firm
Shareholders and Board of Directors
United Bancshares, Inc.
Columbus Grove, Ohio
We have audited the accompanying consolidated balance sheets of United Bancshares, Inc. and subsidiaries as of December 31, 2013 and 2012, and the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2013. These consolidated financial statements are the responsibility of the Corporation’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of United Bancshares, Inc. and subsidiaries as of December 31, 2013 and 2012, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2013, in conformity with accounting principles generally accepted in the United States of America.

Toledo, Ohio
March 19, 2014
UNITED BANCSHARES, INC.
CONSOLIDATED BALANCE SHEETS
December 31, 2013 and 2012
| | 2013 | | | 2012 | |
ASSETS | | | | | | | | |
| | | | | | | | |
CASH AND CASH EQUIVALENTS | | | | | | | | |
Cash and due from banks | | $ | 13,698,325 | | | $ | 10,605,662 | |
Interest-bearing deposits in other banks | | | 8,709,133 | | | | 39,306,145 | |
| | | | | | | | |
Total cash and cash equivalents | | | 22,407,458 | | | | 49,911,807 | |
| | | | | | | | |
SECURITIES, available-for-sale | | | 197,079,925 | | | | 177,607,765 | |
FEDERAL HOME LOAN BANK STOCK,at cost | | | 4,893,800 | | | | 4,893,800 | |
CERTIFICATES OF DEPOSIT,at cost | | | 2,739,000 | | | | 2,490,000 | |
LOANS HELD FOR SALE | | | 423,720 | | | | 2,957,060 | |
| | | | | | | | |
LOANS | | | 295,313,069 | | | | 304,445,298 | |
Less allowance for loan losses | | | 4,014,391 | | | | 6,917,605 | |
| | | | | | | | |
Net loans | | | 291,298,678 | | | | 297,527,693 | |
| | | | | | | | |
PREMISES AND EQUIPMENT,net | | | 9,165,532 | | | | 9,217,876 | |
GOODWILL | | | 8,554,979 | | | | 8,554,979 | |
CORE DEPOSIT INTANGIBLE ASSETS,net | | | 132,786 | | | | 173,643 | |
CASH SURRENDER VALUE OF LIFE INSURANCE | | | 14,173,138 | | | | 13,761,183 | |
OTHER REAL ESTATE OWNED | | | 667,954 | | | | 1,568,000 | |
OTHER ASSETS, including accrued interest receivable | | | 4,697,774 | | | | 3,783,822 | |
| | | | | | | | |
TOTAL ASSETS | | $ | 556,234,744 | | | $ | 572,447,628 | |
| | | | | | | | |
LIABILITIES AND SHAREHOLDERS’ EQUITY | | | | | | | | |
| | | | | | | | |
LIABILITIES | | | | | | | | |
Deposits: | | | | | | | | |
Non-interest bearing | | $ | 86,752,995 | | | $ | 77,924,051 | |
Interest-bearing | | | 381,247,070 | | | | 393,275,063 | |
| | | | | | | | |
Total deposits | | | 468,000,065 | | | | 471,199,114 | |
| | | | | | | | |
Other borrowings | | | 12,100,552 | | | | 22,557,220 | |
Junior subordinated deferrable interest debentures | | | 10,300,000 | | | | 10,300,000 | |
Other liabilities | | | 2,826,262 | | | | 4,221,089 | |
| | | | | | | | |
Total liabilities | | | 493,226,879 | | | | 508,277,423 | |
| | | | | | | | |
SHAREHOLDERS’ EQUITY | | | | | | | | |
Common stock, stated value $1.00, authorized 10,000,000shares; issued 3,760,557 shares | | | 3,760,557 | | | | 3,760,557 | |
Surplus | | | 14,663,861 | | | | 14,661,664 | |
Retained earnings | | | 50,807,689 | | | | 46,855,865 | |
Accumulated other comprehensive income (loss) | | | (1,358,205 | ) | | | 3,697,363 | |
Treasury stock, at cost, 318,506 shares in 2013and 314,252 shares in 2012 | | | (4,866,037 | ) | | | (4,805,244 | ) |
| | | | | | | | |
Total shareholders’ equity | | | 63,007,865 | | | | 64,170,205 | |
| | | | | | | | |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | | $ | 556,234,744 | | | $ | 572,447,628 | |
The accompanying notes are an integral part of the consolidated financial statements.
UNITED BANCSHARES, INC.
CONSOLIDATED STATEMENTS OF INCOME
Years Ended December 31, 2013, 2012 and 2011
| | 2013 | | | 2012 | | | 2011 | |
INTEREST INCOME | | | | | | | | | | | | |
Loans, including fees | | $ | 15,243,402 | | | $ | 17,912,408 | | | $ | 21,169,719 | |
Securities: | | | | | | | | | | | | |
Taxable | | | 2,429,043 | | | | 2,543,299 | | | | 3,018,435 | |
Tax-exempt | | | 1,858,801 | | | | 1,787,431 | | | | 1,935,623 | |
Other | | | 322,681 | | | | 348,274 | | | | 337,218 | |
| | | | | | | | | | | | |
Total interest income | | | 19,853,927 | | | | 22,591,412 | | | | 26,460,995 | |
| | | | | | | | | | | | |
INTEREST EXPENSE | | | | | | | | | | | | |
Deposits | | | 2,142,274 | | | | 3,347,697 | | | | 5,540,060 | |
Borrowings | | | 1,107,098 | | | | 1,328,093 | | | | 1,785,806 | |
| | | | | | | | | | | | |
Total interest expense | | | 3,249,372 | | | | 4,675,790 | | | | 7,325,866 | |
| | | | | | | | | | | | |
Net interest income | | | 16,604,555 | | | | 17,915,622 | | | | 19,135,129 | |
| | | | | | | | | | | | |
PROVISION (CREDIT) FOR LOAN LOSSES | | | (832,925 | ) | | | 200,000 | | | | 4,375,000 | |
| | | | | | | | | | | | |
Net interest income afterprovision for loan losses | | | 17,437,480 | | | | 17,715,622 | | | | 14,760,129 | |
| | | | | | | | | | | | |
NON-INTEREST INCOME | | | | | | | | | | | | |
Service charges on deposit accounts | | | 1,252,379 | | | | 1,146,263 | | | | 1,099,424 | |
Gain on sale of loans | | | 719,289 | | | | 1,296,875 | | | | 492,747 | |
Net securities gains | | | 134,177 | | | | 267,513 | | | | 896,764 | |
Change in fair value of mortgageservicing rights | | | 315,758 | | | | 15,931 | | | | (314,566 | ) |
Increase in cash surrender valueof life insurance | | | 411,955 | | | | 425,596 | | | | 456,584 | |
Other operating income | | | 1,634,438 | | | | 1,201,374 | | | | 1,199,969 | |
| | | | | | | | | | | | |
Total non-interest income | | | 4,467,996 | | | | 4,353,552 | | | | 3,830,922 | |
| | | | | | | | | | | | |
NON-INTEREST EXPENSES | | | | | | | | | | | | |
Salaries, wages and employee benefits | | | 8,237,152 | | | | 8,554,404 | | | | 7,932,975 | |
Occupancy expenses | | | 1,555,242 | | | | 1,474,140 | | | | 1,505,033 | |
Other operating expenses | | | 6,231,878 | | | | 6,484,813 | | | | 6,108,398 | |
| | | | | | | | | | | | |
Total non-interest expenses | | | 16,024,272 | | | | 16,513,357 | | | | 15,546,406 | |
| | | | | | | | | | | | |
Income before income taxes | | | 5,881,204 | | | | 5,555,817 | | | | 3,044,645 | |
| | | | | | | | | | | | |
PROVISION FOR INCOME TAXES | | | 1,240,000 | | | | 1,071,000 | | | | 102,000 | |
| | | | | | | | | | | | |
NET INCOME | | $ | 4,641,204 | | | $ | 4,484,817 | | | $ | 2,942,645 | |
| | | | | | | | | | | | |
NET INCOME PER SHARE (basic and diluted) | | $ | 1.35 | | | $ | 1.30 | | | $ | .85 | |
The accompanying notes are an integral part of the consolidated financial statements.
UNITED BANCSHARES, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Years Ended December 31, 2013, 2012 and 2011
| | 2013 | | | 2012 | | | 2011 | |
| | | | | | | | | | | | |
NET INCOME | | $ | 4,641,204 | | | $ | 4,484,817 | | | $ | 2,942,645 | |
| | | | | | | | | | | | |
OTHER COMPREHENSIVE INCOME (LOSS) | | | | | | | | | | | | |
Unrealized gains (losses) on securities: | | | | | | | | | | | | |
Unrealized holding gains (losses) during period | | | (7,525,775 | ) | | | 418,016 | | | | 3,604,866 | |
Reclassification adjustments for gains included in net income | | | (134,177 | ) | | | (267,513 | ) | | | (896,764 | ) |
Other comprehensive income (loss), before income taxes | | | (7,659,952 | ) | | | 150,503 | | | | 2,708,102 | |
Income tax benefit (expense) related to items of other comprehensive income (loss) | | | 2,604,384 | | | | (51,171 | ) | | | (920,755 | ) |
| | | | | | | | | | | | |
Other comprehensive income (loss) | | | (5,055,568 | ) | | | 99,332 | | | | 1,787,347 | |
| | | | | | | | | | | | |
COMPREHENSIVE INCOME (LOSS) | | $ | (414,364 | ) | | $ | 4,584,149 | | | $ | 4,729,992 | |
The accompanying notes are an integral part of the consolidated financial statements.
UNITED BANCSHARES, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
Years Ended December 31, 2013, 2012 and 2011
| | Common stock | | | Surplus | | | Retained earnings | | | Accumulated other comprehensive income | | | Treasury stock | | | Total | |
BALANCE ATDECEMBER 31, 2010 | | $ | 3,760,557 | | | $ | 14,660,000 | | | $ | 39,600,718 | | | $ | 1,810,684 | | | $ | (4,826,896 | ) | | $ | 55,005,063 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Comprehensive income: | | | | | | | | | | | | | | | | | | | | | | | | |
Net income | | | - | | | | - | | | | 2,942,645 | | | | - | | | | - | | | | 2,942,645 | |
Other comprehensive income | | | - | | | | - | | | | - | | | | 1,787,347 | | | | - | | | | 1,787,347 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Sale of 790 treasury shares | | | - | | | | 579 | | | | - | | | | - | | | | 12,080 | | | | 12,659 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
BALANCE ATDECEMBER 31, 2011 | | | 3,760,557 | | | | 14,660,579 | | | | 42,543,363 | | | | 3,598,031 | | | | (4,814,816 | ) | | | 59,747,714 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Comprehensive income: | | | | | | | | | | | | | | | | | | | | | | | | |
Net income | | | - | | | | - | | | | 4,484,817 | | | | - | | | | - | | | | 4,484,817 | |
Other comprehensive income | | | - | | | | - | | | | - | | | | 99,332 | | | | - | | | | 99,332 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Sale of 626 treasury shares | | | - | | | | 1,085 | | | | - | | | | - | | | | 9,572 | | | | 10,657 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Cash dividends declared, $0.05 per share | | | - | | | | - | | | | (172,315 | ) | | | - | | | | - | | | | (172,315 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
BALANCE ATDECEMBER 31, 2012 | | | 3,760,557 | | | | 14,661,664 | | | | 46,855,865 | | | | 3,697,363 | | | | (4,805,244 | ) | | | 64,170,205 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Comprehensive income: | | | | | | | | | | | | | | | | | | | | | | | | |
Net income | | | - | | | | - | | | | 4,641,204 | | | | - | | | | - | | | | 4,641,204 | |
Other comprehensive loss | | | - | | | | - | | | | - | | | | (5,055,568 | ) | | | - | | | | ( 5,055,568 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Repurchase of 5,000 shares | | | | | | | | | | | | | | | | | | | (72,200 | ) | | | (72,200 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Sale of 746 treasury shares | | | - | | | | 2,197 | | | | - | | | | - | | | | 11,407 | | | | 13,604 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Cash dividends declared, $0.20 per share | | | - | | | | - | | | | (689,380 | ) | | | - | | | | - | | | | (689,380 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
BALANCE ATDECEMBER 31, 2013 | | $ | 3,760,557 | | | $ | 14,663,861 | | | $ | 50,807,689 | | | $ | (1,358,205 | ) | | $ | (4,866,037 | ) | | $ | 63,007,865 | |
The accompanying notes are an integral part of the consolidated financial statements.
UNITED BANCSHARES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended December 31, 2013, 2012 and 2011
| | 2013 | | | 2012 | | | 2011 | |
CASH FLOWS FROM OPERATING ACTIVITIES | | | | | | | | | | | | |
Net income | | $ | 4,641,204 | | | $ | 4,484,817 | | | $ | 2,942,645 | |
Adjustments to reconcile net income to netcash provided by operating activities: | | | | | | | | | | | | |
Depreciation and amortization | | | 649,056 | | | | 772,483 | | | | 697,967 | |
Deferred income taxes | | | 1,032,000 | | | | 516,431 | | | | (232,354 | ) |
Provision for loan losses | | | (832,925 | ) | | | 200,000 | | | | 4,375,000 | |
Gain on sale of loans | | | (719,289 | ) | | | (1,296,875 | ) | | | (492,747 | ) |
Net securities gains | | | (134,177 | ) | | | (267,513 | ) | | | (896,764 | ) |
Change in fair value of mortgageservicing rights | | | (315,758 | ) | | | (15,931 | ) | | | 314,566 | |
Loss on sale or write-down of otherreal estate owned | | | 205,775 | | | | 627,615 | | | | 334,840 | |
Increase in cash surrender value oflife insurance | | | (411,955 | ) | | | (425,596 | ) | | | (456,584 | ) |
Net amortization of security premiums and discounts | | | 791,464 | | | | 958,776 | | | | 679,290 | |
Provision for deferred compensation | | | 33,806 | | | | 44,293 | | | | 25,396 | |
Loss on disposal or write-down of premises and equipment and other assets | | | - | | | | 2,920 | | | | - | |
Proceeds from sale of loans held-for-sale | | | 32,273,717 | | | | 69,737,183 | | | | 26,963,182 | |
Originations of loans held-for-sale | | | (31,867,179 | ) | | | (68,884,954 | ) | | | (26,638,777 | ) |
(Increase) decrease in other assets | | | (446,316 | ) | | | 907,909 | | | | 1,765,560 | |
Increase (decrease) in other liabilities | | | 197,896 | | | | (81,127 | ) | | | 208,695 | |
| | | | | | | | | | | | |
Net cash provided by operatingactivities | | | 5,097,319 | | | | 7,280,431 | | | | 9,589,915 | |
| | | | | | | | | | | | |
CASH FLOWS FROM INVESTING ACTIVITIES | | | | | | | | | | | | |
Proceeds from sales of available-for-salesecurities | | | 8,821,116 | | | | 12,067,541 | | | | 18,370,945 | |
Proceeds from maturities of available-for-salesecurities, including paydowns onmortgage-backed securities | | | 36,658,316 | | | | 44,030,808 | | | | 38,561,926 | |
Purchases of available-for-sale securities | | | (73,268,830 | ) | | | (82,290,917 | ) | | | (65,522,891 | ) |
Purchase of certificates of deposit | | | (249,000 | ) | | | (747,000 | ) | | | (1,743,000 | ) |
Net decrease in loans | | | 9,595,280 | | | | 31,051,443 | | | | 38,855,755 | |
Purchases of premises and equipment | | | (394,982 | ) | | | (114,054 | ) | | | (168,327 | ) |
Proceeds from sale of other real estate owned | | | 694,271 | | | | 1,058,535 | | | | 1,854,389 | |
| | | | | | | | | | | | |
Net cash provided by (used in)investing activities | | | (18,143,829 | ) | | | 5,056,355 | | | | 30,208,797 | |
The accompanying notes are an integral part of the consolidated financial statements.
UNITED BANCSHARES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended December 31, 2013, 2012 and 2011
| | 2013 | | | 2012 | | | 2011 | |
CASH FLOWS FROM FINANCING ACTIVITIES | | | | | | | | | | | | |
Net decrease in deposits | | $ | (3,199,049 | ) | | $ | (9,286,451 | ) | | $ | (8,056,061 | ) |
Other borrowings: | | | | | | | | | | | | |
Repayments | | | (10,000,000 | ) | | | (10,064,985 | ) | | | (17,035,212 | ) |
Change in customer repurchaseagreements | | | (456,668 | ) | | | (158,758 | ) | | | (5,961,659 | ) |
Purchase of treasury stock | | | (72,200 | ) | | | - | | | | - | |
Proceeds from sale of treasury shares | | | 13,604 | | | | 10,657 | | | | 12,659 | |
Payments of deferred compensation | | | (54,146 | ) | | | (40,101 | ) | | | (75,101 | ) |
Cash dividends paid | | | (689,380 | ) | | | (172,315 | ) | | | - | |
| | | | | | | | | | | | |
Net cash used infinancing activities | | | (14,457,839 | ) | | | (19,711,953 | ) | | | (31,115,374 | ) |
| | | | | | | | | | | | |
NET INCREASE (DECREASE) IN CASH ANDCASH EQUIVALENTS | | | (27,504,349 | ) | | | (7,375,167 | ) | | | 8,683,338 | |
| | | | | | | | | | | | |
CASH AND CASH EQUIVALENTS | | | | | | | | | | | | |
At beginning of year | | | 49,911,807 | | | | 57,286,974 | | | | 48,603,636 | |
| | | | | | | | | | | | |
At end of year | | $ | 22,407,458 | | | $ | 49,911,807 | | | $ | 57,286,974 | |
| | | | | | | | | | | | |
SUPPLEMENTAL CASH FLOW DISCLOSURES | | | | | | | | | | | | |
Cash paid during the year for: | | | | | | | | | | | | |
Interest | | $ | 3,256,188 | | | $ | 4,780,422 | | | $ | 7,436,939 | |
| | | | | | | | | | | | |
Federal income taxes | | $ | 350,000 | | | $ | 1,230,000 | | | $ | - | |
| | | | | | | | | | | | |
Non-cash operating activity: | | | | | | | | | | | | |
Change in deferred income taxes on netunrealized gain or loss on available-for-sale securities | | $ | (2,604,383 | ) | | $ | 51,171 | | | $ | 920,755 | |
| | | | | | | | | | | | |
Non-cash investing activities: | | | | | | | | | | | | |
Transfer of loans to other realestate owned | | $ | - | | | $ | 420,650 | | | $ | 498,000 | |
| | | | | | | | | | | | |
Change in net unrealized gain or loss onavailable-for-sale securities | | $ | 7,659,952 | | | $ | (150,503 | ) | | $ | (2,708,102 | ) |
The accompanying notes are an integral part of the consolidated financial statements.
UNITED BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
United Bancshares, Inc. (the “Corporation”) was incorporated in 1985 in the state of Ohio as a single-bank holding company for The Union Bank Company (the “Bank”). The Bank formed a wholly-owned subsidiary, UBC Investments, Inc. (“UBC”) to hold and manage its securities portfolio. The operations of UBC are located in Wilmington, Delaware. The Bank has also formed a wholly-owned subsidiary, UBC Property, Inc. to hold and manage certain property that is acquired in lieu of foreclosure.
The Corporation, through its wholly-owned subsidiary, the Bank, operates in one industry segment, the commercial banking industry. The Bank, organized in 1904 as an Ohio-chartered bank, is headquartered in Columbus Grove, Ohio, with branch offices in Bowling Green, Delphos, Findlay, Gibsonburg, Kalida, Leipsic, Lima, Ottawa, and Pemberville Ohio.
The primary source of revenue of the Corporation is providing loans to customers primarily located in Northwestern and West Central Ohio. Such customers are predominately small and middle-market businesses and individuals.
Significant accounting policies followed by the Corporation are presented below.
Use of Estimates in Preparing Financial Statements
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during each reporting period. Actual results could differ from those estimates. The estimates most susceptible to significant change in the near term include the determination of the allowance for loan losses, valuation of servicing assets and goodwill, and fair value of securities and other financial instruments.
Principles of Consolidation
The consolidated financial statements include the accounts of the Corporation and its wholly-owned subsidiary, the Bank, and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.
Cash and Cash Equivalents
For purposes of the consolidated statements of cash flows, cash and cash equivalents include cash on hand, amounts due from banks, and federal funds sold which mature overnight or within four days.
Restrictions on Cash
The Corporation was required to maintain cash on hand or on deposit with the Federal Reserve Bank in the amount of $657,000 and $653,000 at December 31, 2013 and 2012, respectively, to meet regulatory reserve and clearing requirements.
UNITED BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Securities, Federal Home Loan Bank Stock and Certificates of Deposits
The Corporation has designated all securities as available-for-sale. Such securities are recorded at fair value, with unrealized gains and losses, net of applicable income taxes, excluded from income and reported as accumulated other comprehensive income (loss).
The cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity. Purchase premiums and discounts are recognized in interest income using the interest method over the terms of the securities. Declines in fair value of securities below their cost that are deemed to be other-than-temporary are reflected in income as realized losses. In estimating other-than-temporary impairment losses, management considers (1) the intent to sell the securities and the more likely than not requirement that the Corporation will be required to sell the securities prior to recovery, (2) the length of time and the extent to which the fair value has been less than cost, and (3) the financial condition and near-term prospects of the issuer. Gains and losses on the sale of securities are recorded on the trade date, using the specific identification method, and are included in non-interest income.
Investment in Federal Home Loan Bank of Cincinnati stock is classified as a restricted security, carried at cost, and evaluated for impairment.
Investment in certificates of deposit are carried at cost and evaluated for impairment annually or when circumstances change that may have a significant effect on fair value.
Loans Held for Sale
Loans originated and intended for sale in the secondary market are carried at the lower of cost or estimated fair value in the aggregate. Estimated fair value is determined based on quoted market prices in the secondary market. Any net unrealized losses are recognized through a valuation allowance by charges to income. The Corporation had no unrealized losses at December 31, 2013 and 2012.
Loans
Loans that management has the intent and ability to hold for the foreseeable future or until maturity or pay-off are generally stated at its outstanding principal amount adjusted for charge-offs and the allowance for loan losses. Interest is accrued as earned based upon the daily outstanding principal balance. Loan origination fees and certain direct obligation costs are capitalized and recognized as an adjustment of the yield of the related loan.
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.
UNITED BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Loans, Continued
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.
Allowance for Loan Losses
The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to income. Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance.
The allowance for loan losses is evaluated on a regular basis by management and is based upon management’s periodic review of the collectibility of loans in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral and prevailing economic conditions. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available. Due to potential changes in conditions, it is at least reasonably possible that changes in estimates will occur in the near term and that such changes could be material to the amounts reported in the Corporation’s consolidated financial statements.
The allowance consists of specific, general and unallocated components. The specific component relates to impaired loans when the discounted cash flows, collateral value, or observable market price of the impaired loan is lower than the carrying value of that loan. The general component covers classified loans (substandard or special mention) without specific reserves, as well as non-classified loans, and is based on historical loss experience adjusted for qualitative factors. An unallocated component is maintained to cover uncertainties that could affect management’s estimate of probable losses. The unallocated component of the allowance reflects the margin of imprecision inherent in the underlying assumptions used in the methodologies for estimating specific and general losses in the portfolio.
A loan is considered impaired when, based on current information and events, it is probable that the Corporation will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed. Impairment is measured on a loan by loan basis for commercial loans by either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price, or the fair value of the collateral if the loan is collateral dependent.
UNITED BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Allowance for Loan Losses, Continued
Under certain circumstances, the Corporation will provide borrowers relief through loan restructurings. A restructuring of debt constitutes a troubled debt restructuring (TDR) if the Corporation, for economic or legal reasons related to the borrower’s financial difficulties, grants a concession to the borrower that it would not otherwise consider. Restructured loans typically present an elevated level of credit risk as the borrowers are not able to perform according to the original contractual terms. Loans that are reported as TDRs are considered impaired and measured for impairment as described above. TDR concessions can include reduction of interest rates, extension of maturity dates, forgiveness of principal or interest due, or acceptance of other assets in full or partial satisfaction of the debt.
Large groups of smaller balance homogeneous loans are collectively evaluated for impairment. Accordingly, the Corporation does not separately identify individual consumer and residential loans for impairment disclosures.
Other Real Estate Owned
Assets acquired through, or in lieu of, loan foreclosure are held for sale and are initially recorded at the lower of cost or fair value, less estimated cost to sell, at the date of foreclosure, establishing a new cost basis with loan balances in excess of fair value charged to the allowance for loan losses. Subsequent to foreclosure, valuations are periodically performed and the assets are carried at the lower of carrying amount or fair value less cost to sell. Revenue and expenses from operations and subsequent valuation adjustments are included in other operating expenses.
Loan Sales and Servicing
Certain mortgage loans are sold with mortgage servicing rights retained or released by the Corporation. The value of mortgage loans sold with servicing rights retained is reduced by the cost allocated to the associated mortgage servicing rights. Gains or losses on sales of mortgage loans are recognized based on the difference between the selling price and the carrying value of the related mortgage loans sold. The Corporation generally estimates fair value for servicing rights based on the present value of future expected cash flows, using management’s best estimates of the key assumptions – credit losses, prepayment speeds, servicing costs, earnings rate, and discount rates commensurate with the risks involved.
Capitalized servicing rights are reported at fair value and changes in fair value are reported in net income for the period the change occurs.
Servicing fee income is recorded for servicing loans, based on a contractual percentage of the outstanding principal, and is reported as other operating income. Amortization of mortgage servicing rights is charged against loan servicing fee income.
UNITED BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Premises and Equipment
Premises and equipment is stated at cost, less accumulated depreciation. Upon the sale or disposition of the assets, the difference between the depreciated cost and proceeds is charged or credited to income. Depreciation is determined based on the estimated useful lives of the individual assets (typically 20 to 40 years for buildings and 3 to 10 years for equipment) and is computed primarily using the straight-line method.
Premises and equipment is reviewed for impairment when events indicate the carrying amount may not be recoverable from future undiscounted cash flows. If impaired, premises and equipment is recorded at fair value and any corresponding write-downs are charged against current year earnings.
Off-Balance Sheet Credit Related Financial Instruments
In the ordinary course of business, the Corporation has entered into commitments to extend credit, including commitments under commercial letters of credit, and standby letters of credit. Such financial instruments are recorded when they are funded. The Corporation maintains a separate allowance for off-balance sheet commitments. Management estimates anticipated losses using historical data and utilization assumptions. The allowance for off-balance sheet commitments is included in other liabilities.
Goodwill and Core Deposit Intangible Assets
Goodwill arising from the Gibsonburg, Pemberville and Findlay branch acquisitions is not amortized, but is subject to an annual impairment test to determine if an impairment loss has occurred. Significant judgment is applied when goodwill is assessed for impairment. This judgment includes developing cash flow projections, selecting appropriate discount rates, identifying relevant market comparables, incorporating general economic and market conditions, and selecting an appropriate control premium. At December 31, 2013, the Company believes the Bank Subsidiary does not have any indicators of potential impairment based on the estimated fair value of this reporting unit.
The core deposit intangible asset resulting from the Findlay branch acquisition was also determined to have a definite life and is being amortized on a straight-line basis over seven years through March 2017. Future amortization of the core deposit intangible asset is $40,857 annually for years 2014 through 2016 and $10,215 in 2017.
Supplemental Retirement Benefits
Annual provisions are made for the estimated liability for accumulated supplemental retirement benefits under agreements with certain officers and directors. These provisions are determined based on the terms of the agreements, as well as certain assumptions, including estimated service periods and discount rates.
Advertising Costs
All advertising costs are expensed as incurred.
UNITED BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Income Taxes
Deferred income taxes are provided on temporary differences between financial statement and income tax reporting. Temporary differences are differences between the amounts of assets and liabilities reported for financial statement purposes and its tax bases. Deferred tax assets are recognized for temporary differences that will be deductible in future years’ tax returns and for operating loss and tax credit carryforwards. Deferred tax assets are reduced by a valuation allowance if it is deemed more likely than not that some or all of the deferred tax assets will not be realized. Deferred tax liabilities are recognized for temporary differences that will be taxable in future years’ tax returns.
Benefits from tax positions taken or expected to be taken in a tax return are not recognized if the likelihood that the tax position would be sustained upon examination by a taxing authority is considered to be 50% or less. The Corporation has adopted the policy of classifying any interest and penalties resulting from the filing of its income tax returns in the provision for income taxes.
The Corporation is not currently subject to state or local income taxes.
Transfers of Financial Assets
Transfers of financial assets are accounted for as sales when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Corporation, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and (3) the Corporation does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity.
The transfer of a participating interest in an entire financial asset must also meet the definition of a participating interest. A participating interest in a financial asset has all of the following characteristics: (1) from the date of transfer, it must represent a proportionate (pro rata) ownership interest in the financial asset, (2) from the date of transfer, all cash flows received, except any cash flows allocated as any compensation for servicing or other services performed, must be divided proportionately among participating interest holders in the amount equal to their share ownership, (3) the rights of each participating interest holder must have the same priority, (4) no party has the right to pledge or exchange the entire financial asset unless all participating interest holders agree to do so.
Comprehensive Income
Recognized revenue, expenses, gains and losses are included in net income. Although certain changes in assets and liabilities, such as unrealized gains and losses on available-for-sale securities, are reported as a separate component of the equity section of the consolidated balance sheet, such items, along with net income, are components of comprehensive income.
UNITED BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Per Share Data
Basic net income per share is computed based on the weighted average number of shares of common stock outstanding during each year. Diluted net income per share reflects additional common shares that would have been outstanding if dilutive potential common shares had been issued.
The weighted average number of shares used for the years ended December 31, 2013, 2012 and 2011:
| | 2013 | | | 2012 | | | 2011 | |
| | | | | | | | | | | | |
Basic | | | 3,446,662 | | | | 3,446,133 | | | | 3,445,469 | |
| | | | | | | | | | | | |
Diluted | | | 3,446,662 | | | | 3,446,133 | | | | 3,445,469 | |
Dividends per share are based on the number of shares outstanding at the declaration date.
Rate Lock Commitments
Loan commitments related to the origination or acquisition of mortgage loans that will be held for sale are accounted for as derivative instruments. The Corporation enters into commitments to originate loans whereby the interest rate on the loan is determined prior to funding (rate lock commitments). Rate lock commitments on mortgage loans that are intended to be sold are considered to be derivatives. Accordingly, such commitments, along with any related fees received from potential borrowers, are to be recorded at fair value as derivative assets or liabilities, with changes in fair value recorded in the net gain or loss on sale of mortgage loans. Fair value is based on fees currently charged to enter into similar agreements, and for fixed-rate commitments also considers the difference between current levels of interest rates and the committed rates. At December 31, 2013 and 2012, derivative assets and liabilities relating to rate lock commitments were not material to the consolidated financial statements.
Fair Values of Financial Instruments
Fair values of financial instruments are estimated using relevant market information and other assumptions, as more fully discussed in Note 17. Fair value estimates involve uncertainties and matters of significant judgment regarding interest rates, credit risk, prepayments, and other factors, especially in the absence of broad markets for particular items. Changes in assumptions or in market conditions could significantly affect the estimates.
UNITED BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Subsequent Events
Management evaluated subsequent events through the date the consolidated financial statements were issued. Events or transactions occurring after December 31, 2013, but prior to when the consolidated financial statements were issued, that provided additional evidence about conditions that existed at December 31, 2013, have been recognized in the financial statements for the year ended December 31, 2013. Events or transactions that provided evidence about conditions that did not exist at December 31, 2013 but arose before the financial statements were issued, have not been recognized in the consolidated financial statements for the year ended December 31, 2013.
On January 15, 2014, United Bancshares, Inc. issued a release announcing that its Board of Directors approved a special cash dividend of $0.10 per common share payable February 14, 2014 to shareholders of record at the close of business on January 30, 2014.
NOTE 2 - NEW ACCOUNTING PRONOUNCEMENTS
In December 2011, the FASB issued ASU 2011-11,Disclosures about Offsetting Assets and Liabilities, amending ASC Topic 210 requiring an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. In January 2013, the FASB issued ASU 2013-01 to amend and clarify that the scope of ASU 2011-11 applies to derivatives accounted for in accordance with ASC Topic 815, derivatives and hedging, including bifurcated embedded derivatives, repurchase agreements and reverse repurchase agreements, and securities borrowing and securities lending transactions that are offset in accordance with ASC 210-20-45 or ASC 815-10-45 or subject to an enforceable master netting arrangement. The amendments are effective for annual and interim periods beginning on or after January 1, 2013, and the adoption did not impact the Corporation’s financial statements.
In July 2013, the FASB issued ASU 2013-11,Income Taxes,Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. The FASB issued ASU 2013-11 to eliminate the diversity in the presentation of unrecognized tax benefits in those instances. The amendments in this update are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The Corporation has determined the provisions for ASU 2013-11 will not have a material impact on future financial statements.
UNITED BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 - NEW ACCOUNTING PRONOUNCEMENTS(CONTINUED)
In January 2014, the FASB issued ASU 2014-04,Receivables-Troubled Debt Restructurings by Creditors. The FASB issued ASU 2014-04 to clarify when an in substance repossession or foreclosure occurs, that is, when a creditor should be considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan such that the receivable should be derecognized and the real estate property recognized. The amendments in this update apply to all creditors who obtain physical possession of residential real estate property collateralizing a consumer mortgage loan in satisfaction of a receivable. The amendments in this Update are effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2014, and the Corporation has not yet determined the financial statement impact.
NOTE 3 – SECURITIES
The amortized cost and fair value of securities as of December 31, 2013 and 2012 are as follows:
| | 2013 | | | 2012 | |
| | Amortized cost | | | Fair value | | | Amortized cost | | | Fair value | |
Available-for-sale: | | | | | | | | | | | | | | | | |
U.S. Government andagencies | | $ | 12,637,310 | | | $ | 12,333,009 | | | $ | 15,488,836 | | | $ | 15,554,085 | |
Obligations of states andpolitical subdivisions | | | 66,584,990 | | | | 66,540,342 | | | | 51,122,041 | | | | 53,918,499 | |
Mortgage-backed | | | 119,163,624 | | | | 117,471,538 | | | | 104,892,935 | | | | 107,607,325 | |
Other | | | 751,888 | | | | 735,036 | | | | 501,888 | | | | 527,856 | |
| | | | | | | | | | | | | | | | |
Total | | $ | 199,137,812 | | | $ | 197,079,925 | | | $ | 172,005,700 | | | $ | 177,607,765 | |
A summary of unrealized gains and losses on securities at December 31, 2013 and 2012 follows:
| | 2013 | | | 2012 | |
| | Gross unrealized gains | | | Gross unrealized losses | | | Gross unrealized gains | | | Gross unrealized losses | |
Available-for-sale: | | | | | | | | | | | | | | | | |
U.S. Government andagencies | | $ | - | | | $ | 304,301 | | | $ | 68,479 | | | $ | 3,230 | |
Obligations of states andpolitical subdivisions | | | 1,113,422 | | | | 1,158,070 | | | | 2,863,159 | | | | 66,701 | |
Mortgage-backed | | | 1,164,346 | | | | 2,856,432 | | | | 2,732,160 | | | | 17,770 | |
Other | | | - | | | | 16,852 | | | | 25,968 | | | | - | |
| | | | | | | | | | | | | | | | |
Total | | $ | 2,277,768 | | | $ | 4,335,655 | | | $ | 5,689,766 | | | $ | 87,701 | |
UNITED BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3 - SECURITIES (CONTINUED)
The amortized cost and fair value of securities at December 31, 2013, by contractual maturity, are shown below. Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
| | Amortized cost | | | Fair value | |
| | | | | | | | |
Due in one year or less | | $ | 2,425,053 | | | $ | 2,450,241 | |
Due after one year through five years | | | 15,488,226 | | | | 15,509,833 | |
Due after five years through ten years | | | 49,127,594 | | | | 48,871,386 | |
Due after ten years | | | 131,345,051 | | | | 129,513,429 | |
Other securities having no maturity date | | | 751,888 | | | | 735,036 | |
| | | | | | | | |
Total | | $ | 199,137,812 | | | $ | 197,079,925 | |
Securities with a carrying value of approximately $34,271,000 at December 31, 2013 and $42,139,000 at December 31, 2012 were pledged to secure public deposits and for other purposes as required or permitted by law.
The following table presents gross unrealized losses and fair value of debt securities, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at December 31, 2013 and 2012:
| | Securities in a continuous unrealized loss position | |
| | Less than 12 months | | | 12 months or more | | | Total | |
2013 | | Unrealized losses | | | Fair value | | | Unrealized Losses | | | Fair value | | | Unrealized losses | | | Fair value | |
U.S. Government andagencies | | $ | 304,301 | | | $ | 12,333,009 | | | $ | - | | | $ | - | | | $ | 304,301 | | | $ | 12,333,009 | |
Obligations of statesand politicalsubdivisions | | | 910,564 | | | | 23,218,005 | | | | 247,506 | | | | 3,225,869 | | | | 1,158,070 | | | | 26,443,874 | |
Mortgage-backed | | | 2,613,715 | | | | 74,745,579 | | | | 242,717 | | | | 4,330,945 | | | | 2,856,432 | | | | 79,076,524 | |
Other | | | 16,852 | | | | 735,036 | | | | - | | | | - | | | | 16,852 | | | | 735,036 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total temporarilyimpairedsecurities | | $ | 3,845,432 | | | $ | 111,031,629 | | | $ | 490,223 | | | $ | 7,556,814 | | | $ | 4,335,655 | | | $ | 118,588,443 | |
2012 | | | | | | | | | | | | | | | | | | | | | | | | |
U.S. Government andagencies | | $ | 3,230 | | | $ | 996,770 | | | $ | - | | | $ | - | | | $ | 3,230 | | | $ | 996,770 | |
Obligations of statesand politicalsubdivisions | | | 66,701 | | | | 5,484,740 | | | | - | | | | - | | | | 66,701 | | | | 5,484,740 | |
Mortgage-backed | | | 17,770 | | | | 7,593,495 | | | | - | | | | - | | | | 17,770 | | | | 7,593,495 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total temporarilyimpairedsecurities | | $ | 87,701 | | | $ | 14,075,005 | | | $ | - | | | $ | - | | | $ | 87,701 | | | $ | 14,075,005 | |
UNITED BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3 - SECURITIES (CONTINUED)
There were 160 securities in an unrealized loss position at December 31, 2013, 13 of which were in a continuous unrealized loss position for 12 months or more. Management has considered industry analyst reports, whether downgrades by bond rating agencies have occurred, sector credit reports, issuer’s financial condition and prospects, the Corporation’s ability and intent to hold securities to maturity, and volatility in the bond market, in concluding that the unrealized losses as of December 31, 2013 were primarily the result of customary and expected fluctuations in the bond market. As a result, all security impairments as of December 31, 2013 are considered to be temporary.
Gross realized gains from sale of securities, including securities calls, amounted to $134,848 in 2013, $293,226 in 2012, and $897,086 in 2011, with the income tax provision applicable to such gains amounting to $45,848 in 2013, $99,697 in 2012, and $305,009 in 2011. Gross realized losses from sale of securities amounted to $671 in 2013, $25,713 in 2012, and $322 in 2011 with related income tax effect of $228 in 2013, $8,742 in 2012, and $109 in 2011.
NOTE 4 - LOANS
Loans at December 31, 2013 and 2012 consist of the following:
| | 2013 | | | 2012 | |
| | | | | | | | |
Residential real estate | | $ | 56,227,548 | | | $ | 58,318,657 | |
Commercial | | | 196,808,249 | | | | 198,662,111 | |
Agriculture | | | 38,343,403 | | | | 43,068,272 | |
Consumer | | | 3,933,869 | | | | 4,396,258 | |
| | | | | | | | |
Total loans | | $ | 295,313,069 | | | $ | 304,445,298 | |
Fixed rate loans approximated $48,206,000 at December 31, 2013 and $56,494,000 at December 31, 2012. Certain commercial and agricultural loans are secured by real estate.
Most of the Corporation’s lending activities are with customers located in Northwestern and West Central Ohio. As of December 31, 2013 and 2012, the Corporation’s loans from borrowers in the agriculture industry represent the single largest industry and amounted to $38,343,403 and $43,068,272, respectively. Agriculture loans are generally secured by property and equipment. Repayment is primarily expected from cash flow generated through the harvest and sale of crops or milk production for dairy products. Agriculture customers are subject to various risks and uncertainties which can adversely impact the cash flow generated from their operations, including weather conditions; milk production; health and stability of livestock; costs of key operating items such as fertilizer, fuel, seed, or animal feed; and market prices for crops, milk, and livestock. Credit evaluation of agricultural lending is based on an evaluation of cash flow coverage of principal and interest payments and the adequacy of collateral received.
UNITED BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 4 – LOANS (CONTINUED)
The Corporation originates 1-4 family real estate and consumer loans utilizing credit reports to supplement the underwriting process. The Corporation’s underwriting standards for 1-4 family loans are generally in accordance with the Federal Home Loan Mortgage Corporation (FHLMC) manual underwriting guidelines. Properties securing 1-4 family real estate loans are appraised by fee appraisers, which is independent of the loan origination function and has been approved by the Board of Directors and the Loan Policy Committee. The loan-to-value ratios normally do not exceed 80% without credit enhancements such as mortgage insurance. The Corporation will lend up to 100% of the lesser of the appraised value or purchase price for conventional 1-4 family real estate loans, provided private mortgage insurance is obtained. The underwriting standards for consumer loans include a determination of the applicant’s payment history on other debts and an assessment of their ability to meet existing obligations and payments on the proposed loan. To monitor and manage loan risk, policies and procedures are developed and modified, as needed by management. This activity, coupled with smaller loan amounts that are spread across many individual borrowers, minimizes risk. Additionally, market conditions are reviewed by management on a regular basis. The Corporation’s 1-4 family real estate loans are secured primarily by properties located in its primary market area.
Commercial and agricultural real estate loans are subject to underwriting standards and processes similar to commercial and agricultural operating loans, in addition to those unique to real estate loans. These loans are viewed primarily as cash flow loans and secondarily as loans secured by real estate. Commercial and agricultural real estate lending typically involves higher loan principal amounts and the repayment of these loans is generally dependent on the successful operation of the property securing the loan or the business conducted on the property securing the loan. Loan to value is generally 75% of the cost or appraised value of the assets. Appraisals on properties securing these loans are performed by fee appraisers approved by the Board of Directors. Because payments on commercial and agricultural real estate loans are often dependent on the successful operation or management of the properties, repayment of such loans may be subject to adverse conditions in the real estate market or the economy. Management monitors and evaluates commercial and agricultural real estate loans based on collateral and risk rating criteria. The Corporation may require guarantees on these loans. The Corporation’s commercial and agricultural real estate loans are secured primarily by properties located in its primary market area.
Commercial and agricultural operating loans are underwritten based on the Corporation’s examination of current and projected cash flows to determine the ability of the borrower to repay their obligations as agreed. This underwriting includes the evaluation of cash flows of the borrower, underlying collateral, if applicable and the borrower’s ability to manage its business activities. The cash flows of borrowers and the collateral securing these loans may fluctuate in value after the initial evaluation. A first priority lien on the general assets of the business normally secures these types of loans. Loan to value limits vary and are dependent upon the nature and type of the underlying collateral and the financial strength of the borrower. Crop and/or hail insurance may be required for agricultural borrowers. Loans are generally guaranteed by the principal(s). The Corporation’s commercial and agricultural operating lending is primarily in its primary market area.
The Corporation maintains an internal audit department that reviews and validates the credit risk program on a periodic basis. Results of these reviews are presented to management and the audit committee. The internal audit process complements and reinforces the risk identification and assessment decisions made by lenders and credit personnel, as well as the Corporation’s policies and procedures.
UNITED BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 4 – LOANS (CONTINUED)
The following tables present the activity in the allowance for loan losses by portfolio segment for the years ended December 31, 2013, 2012 and 2011:
| | Commercial | | | Commercial and multi-family real estate | | | Residential 1 – 4 family real estate | | | Consumer | | | Total | |
Balance at December 31, 2012 | | $ | 1,027,837 | | | $ | 5,240,175 | | | $ | 602,291 | | | $ | 47,302 | | | $ | 6,917,605 | |
Provision charged to expenses | | | (518,117 | ) | | | (25,938 | ) | | | (264,301 | ) | | | (24,569 | ) | | | (832,925 | ) |
Losses charged off | | | (218,394 | ) | | | (2,394,884 | ) | | | (3,896 | ) | | | (23,305 | ) | | | (2,640,479 | ) |
Recoveries | | | 14,108 | | | | 526,933 | | | | 10,709 | | | | 18,440 | | | | 570,190 | |
| | | | | | | | | | | | | | | | | | | | |
Balance at December 31, 2013 | | $ | 305,434 | | | $ | 3,346,286 | | | $ | 344,803 | | | $ | 17,868 | | | $ | 4,014,391 | |
| | Commercial | | | Commercial and multi-family real estate | | | Residential 1 – 4 family real estate | | | Consumer | | | Total | |
Balance at December 31, 2011 | | $ | 2,596,629 | | | $ | 4,847,234 | | | $ | 998,941 | | | $ | 100,563 | | | $ | 8,543,367 | |
Provision charged to expenses | | | (1,525,666 | ) | | | 2,073,148 | | | | (265,675 | ) | | | (81,807 | ) | | | 200,000 | |
Losses charged off | | | (78,636 | ) | | | (2,023,969 | ) | | | (144,443 | ) | | | (14,223 | ) | | | (2,261,271 | ) |
Recoveries | | | 35,510 | | | | 343,762 | | | | 13,468 | | | | 42,769 | | | | 435,509 | |
| | | | | | | | | | | | | | | | | | | | |
Balance at December 31, 2012 | | $ | 1,027,837 | | | $ | 5,240,175 | | | $ | 602,291 | | | $ | 47,302 | | | $ | 6,917,605 | |
| | Commercial | | | Commercial and multi-family real estate | | | Residential 1 – 4 family real estate | | | Consumer | | | Total | |
Balance at December 31, 2010 | | $ | 2,886,467 | | | $ | 3,915,323 | | | $ | 886,879 | | | $ | 328,117 | | | $ | 8,016,786 | |
Provision charged to expenses | | | 195,588 | | | | 3,918,741 | | | | 485,876 | | | | (225,205 | ) | | | 4,375,000 | |
Losses charged off | | | (503,218 | ) | | | (3,131,582 | ) | | | (515,469 | ) | | | (87,934 | ) | | | (4,238,203 | ) |
Recoveries | | | 17,792 | | | | 144,752 | | | | 141,655 | | | | 85,585 | | | | 389,784 | |
| | | | | | | | | | | | | | | | | | | | |
Balance at December 31, 2011 | | $ | 2,596,629 | | | $ | 4,847,234 | | | $ | 998,941 | | | $ | 100,563 | | | $ | 8,543,367 | |
UNITED BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 4 - LOANS (CONTINUED)
The following tables present the balance in the allowance for loan losses and the recorded investment in loans by portfolio segment and based on impairment method as of December 31, 2013 and 2012:
| | Commercial | | | Commercial and multi-family real estate | | | Residential 1 – 4 family real estate | | | Consumer | | | Total | |
2013 | | | | | | | | | | | | | | | | | | | | |
Allowance for loan losses: | | | | | | | | | | | | | | | | | | | | |
Attributable to loans individually evaluatedfor impairment | | $ | - | | | $ | 179,016 | | | $ | - | | | $ | - | | | $ | 179,016 | |
Collectively evaluated for impairment | | | 305,434 | | | | 3,167,270 | | | | 344,803 | | | | 17,868 | | | | 3,835,375 | |
| | | | | | | | | | | | | | | | | | | | |
Total allowance for loan losses | | $ | 305,434 | | | $ | 3,346,286 | | | $ | 344,803 | | | $ | 17,868 | | | $ | 4,014,391 | |
| | | | | | | | | | | | | | | | | | | | |
Loans: | | | | | | | | | | | | | | | | | | | | |
Individually evaluated for impairment | | $ | 401,028 | | | $ | 2,316,969 | | | $ | 81,437 | | | $ | - | | | $ | 2,799,434 | |
Collectively evaluated for impairment | | | 50,904,208 | | | | 181,529,447 | | | | 56,146,111 | | | | 3,933,869 | | | | 292,513,635 | |
| | | | | | | | | | | | | | | | | | | | |
Total ending loans balance | | $ | 51,305,236 | | | $ | 183,846,416 | | | $ | 56,227,548 | | | $ | 3,933,869 | | | $ | 295,313,069 | |
| | Commercial | | | Commercial and multi-family real estate | | | Residential 1 – 4 family real estate | | | Consumer | | | Total | |
2012 | | | | | | | | | | | | | | | | | | | | |
Allowance for loan losses: | | | | | | | | | | | | | | | | | | | | |
Attributable to loans individually evaluatedfor impairment | | $ | 415,010 | | | $ | 2,506,940 | | | $ | - | | | $ | - | | | $ | 2,921,950 | |
Collectively evaluated for impairment | | | 612,827 | | | | 2,733,235 | | | | 602,291 | | | | 47,302 | | | | 3,995,655 | |
| | | | | | | | | | | | | | | | | | | | |
Total allowance for loan losses | | $ | 1,027,837 | | | $ | 5,240,175 | | | $ | 602,291 | | | $ | 47,302 | | | $ | 6,917,605 | |
| | | | | | | | | | | | | | | | | | | | |
Loans: | | | | | | | | | | | | | | | | | | | | |
Individually evaluated for impairment | | $ | 1,241,149 | | | $ | 14,153,259 | | | $ | 169,904 | | | $ | - | | | $ | 15,564,312 | |
Collectively evaluated for impairment | | | 49,324,136 | | | | 177,011,839 | | | | 58,148,753 | | | | 4,396,258 | | | | 288,880,986 | |
| | | | | | | | | | | | | | | | | | | | |
Total ending loans balance | | $ | 50,565,285 | | | $ | 191,165,098 | | | $ | 58,318,657 | | | $ | 4,396,258 | | | $ | 304,445,298 | |
UNITED BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 4 - LOANS (CONTINUED)
The following is a summary of the activity in the allowance for loan losses of impaired loans, which is a part of the Corporation’s overall allowance for loan losses for the years ended December 31, 2013, 2012, and 2011:
| | 2013 | | | 2012 | | | 2011 | |
| | | | | | | | | | | | |
Balance at beginning of year | | $ | 2,921,950 | | | $ | 1,990,225 | | | $ | 691,780 | |
Provision charged to operations | | | (573,330 | ) | | | 2,497,649 | | | | 4,409,468 | |
Loans charged-off | | | (2,169,604 | ) | | | (1,565,924 | ) | | | (3,111,023 | ) |
| | | | | | | | | | | | |
Balance at end of year | | $ | 179,016 | | | $ | 2,921,950 | | | $ | 1,990,225 | |
No additional funds are committed to be advanced in connection with impaired loans.
The average balance of impaired loans approximated $9,761,000, $17,188,000, and $19,429,000 during 2013, 2012, and 2011, respectively. There was approximately $203,000, $214,000 and $229,000 in interest income recognized by the Corporation on impaired loans on an accrual or cash basis during 2013, 2012 and 2011, respectively.
The following table presents loans individually evaluated for impairment by class of loans as of December 31, 2013 and 2012:
| | 2013 | | | 2012 | |
| | Recorded investment | | | Allowance for loan losses allocated | | | Recorded investment | | | Allowance for loan losses allocated | |
With no related allowance recorded: | | | | | | | | | | | | | | | | |
Commercial | | $ | - | | | $ | - | | | $ | - | | | $ | - | |
Commercial and multi-family real estate | | | 1,007,702 | | | | - | | | | 1,539,370 | | | | - | |
Agriculture | | | 401,028 | | | | - | | | | 607,462 | | | | - | |
Agricultural real estate | | | 649,036 | | | | - | | | | 801,586 | | | | - | |
Consumer | | | - | | | | - | | | | - | | | | - | |
Residential 1 – 4 family real estate | | | 81,437 | | | | - | | | | 169,904 | | | | - | |
| | | | | | | | | | | | | | | | |
With an allowance recorded: | | | | | | | | | | | | | | | | |
Commercial | | | - | | | | - | | | | 415,010 | | | | 415,010 | |
Commercial and multi-family real estate | | | 660,231 | | | | 179,016 | | | | 12,030,980 | | | | 2,506,940 | |
Agriculture | | | - | | | | - | | | | - | | | | - | |
Agricultural real estate | | | - | | | | - | | | | - | | | | - | |
Consumer | | | - | | | | - | | | | - | | | | - | |
Residential 1 – 4 family real estate | | | - | | | | - | | | | - | | | | - | |
| | | | | | | | | | | | | | | | |
Total | | $ | 2,799,434 | | | $ | 179,016 | | | $ | 15,564,312 | | | $ | 2,921,950 | |
UNITED BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 4 - LOANS (CONTINUED)
The following table presents the recorded investment in nonaccrual loans, loans past due over 90 days still on accrual and troubled debt restructurings by class of loans as of December 31, 2013 and 2012:
| | 2013 | | | 2012 | |
| | Nonaccrual | | | Loans past due over 90 days still accruing | | | Troubled Debt Restructurings | | | Nonaccrual | | | Loans past due over 90 days still accruing | | | Troubled Debt Restructurings | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Commercial | | $ | 294,475 | | | $ | - | | | $ | 294,475 | | | $ | 475,909 | | | $ | - | | | $ | 475,909 | |
Commercial real estate | | | 2,966,751 | | | | - | | | | 43,508 | | | | 12,986,469 | | | | - | | | | 8,098,958 | |
Agricultural real estate | | | 915,992 | | | | - | | | | - | | | | 1,060,418 | | | | - | | | | - | |
Agriculture | | | 401,028 | | | | - | | | | - | | | | 623,325 | | | | - | | | | 193,964 | |
Consumer | | | 7,551 | | | | 3,112 | | | | - | | | | - | | | | 899 | | | | - | |
Residential: | | | | | | | | | | | | | | | | | | | | | | | | |
1 – 4 family | | | 1,722,107 | | | | 17,010 | | | | 157,715 | | | | 1,953,505 | | | | - | | | | 55,048 | |
Home equity | | | 203,520 | | | | 16,748 | | | | - | | | | 71,573 | | | | 24,050 | | | | - | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total | | $ | 6,511,424 | | | $ | 36,870 | | | $ | 495,698 | | | $ | 17,171,199 | | | $ | 24,949 | | | $ | 8,823,879 | |
The nonaccrual balances in the table above include troubled debt restructurings that have been classified as nonaccrual.
The following table presents the aging of the recorded investment in past due loans as of December 31, 2013 and 2012 by class of loans:
| | 30 – 59 days past due | | | 60 – 89 days past due | | | Greater than 90 days past due | | | Total past due | | | Loans not past due | | | Total | |
2013 | | | | | | | | | | | | | | | | | | | | | | | | |
Commercial | | $ | 149,250 | | | $ | 4,021 | | | $ | - | | | $ | 153,271 | | | $ | 37,952,459 | | | $ | 38,105,730 | |
Commercial real estate | | | 223,934 | | | | 115,269 | | | | 2,465,193 | | | | 2,804,396 | | | | 155,898,123 | | | | 158,702,519 | |
Agriculture | | | - | | | | - | | | | 401,028 | | | | 401,028 | | | | 12,798,477 | | | | 13,199,505 | |
Agricultural real estate | | | 508,125 | | | | - | | | | 805,868 | | | | 1,313,993 | | | | 23,829,905 | | | | 25,143,898 | |
Consumer | | | 68,583 | | | | 24,514 | | | | 10,663 | | | | 103,760 | | | | 3,830,109 | | | | 3,933,869 | |
Residential real estate | | | 1,420,956 | | | | 930,154 | | | | 479,098 | | | | 2,830,208 | | | | 53,397,340 | | | | 56,227,548 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total | | $ | 2,370,848 | | | $ | 1,073,958 | | | $ | 4,161,850 | | | $ | 7,606,656 | | | $ | 287,706,413 | | | $ | 295,313,069 | |
2012 | | | | | | | | | | | | | | | | | | | | | | | | |
Commercial | | $ | 74,672 | | | $ | 2,543 | | | $ | - | | | $ | 77,215 | | | $ | 36,664,022 | | | $ | 36,741,237 | |
Commercial real estate | | | 2,509,318 | | | | 503,382 | | | | 3,937,774 | | | | 6,950,474 | | | | 154,970,400 | | | | 161,920,874 | |
Agriculture | | | - | | | | - | | | | 597,525 | | | | 597,525 | | | | 13,226,523 | | | | 13,824,048 | |
Agricultural real estate | | | 47,422 | | | | - | | | | 933,945 | | | | 981,367 | | | | 28,262,857 | | | | 29,244,224 | |
Consumer | | | 53,065 | | | | 2,655 | | | | 899 | | | | 56,619 | | | | 4,339,639 | | | | 4,396,258 | |
Residential real estate | | | 2,271,107 | | | | 559,048 | | | | 512,685 | | | | 3,342,840 | | | | 54,975,817 | | | | 58,318,657 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total | | $ | 4,955,584 | | | $ | 1,067,628 | | | $ | 5,982,828 | | | $ | 12,006,040 | | | $ | 292,439,258 | | | $ | 304,445,298 | |
UNITED BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 4 - LOANS (CONTINUED)
Credit Quality Indicators:
The Corporation categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. The Corporation analyzes loans individually by classifying the loans as to the credit risk. This analysis generally includes loans with an outstanding balance greater than $250,000 and non-homogenous loans, such as commercial and commercial real estate loans. This analysis is performed on a quarterly basis. The Corporation uses the following definitions for risk ratings:
● | Special Mention: Loans which possess some credit deficiency or potential weakness which deserves close attention, but which do not yet warrant substandard classification. Such loans pose unwarranted financial risk that, if not corrected, could weaken the loan and increase risk in the future. The key distinctions of a Special Mention classification are that (1) it is indicative of an unwarranted level of risk, and (2) weaknesses are considered "potential", versus "defined", impairments to the primary source of loan repayment. |
● | Substandard: These loans are inadequately protected by the current sound net worth and paying ability of the borrower. Loans of this type will generally display negative financial trends such as poor or negative net worth, earnings or cash flow. These loans may also have historic and/or severe delinquency problems, and Corporation management may depend on secondary repayment sources to liquidate these loans. The Corporation could sustain some degree of loss in these loans if the weaknesses remain uncorrected. |
● | Doubtful: Loans in this category display a high degree of loss, although the amount of actual loss at the time of classification is undeterminable. This should be a temporary category until such time that actual loss can be identified, or improvements made to reduce the seriousness of the classification. |
Loans not meeting the criteria above that are analyzed individually as part of the above described process are considered to be pass rated loans. Loans listed as not rated are generally either less than $250,000 or are included in groups of homogenous loans. As of December 31, 2013 and 2012, and based on the most recent analysis performed, the risk category of loans by class of loans is as follows:
| | Pass | | | Special Mention | | | Substandard | | | Doubtful | | | Not rated | |
2013 | | | | | | | | | | | | | | | | | | | | |
Commercial | | $ | 49,943,918 | | | $ | 960,289 | | | $ | - | | | $ | 401,028 | | | $ | - | |
Commercial and multi-family real estate | | | 169,094,313 | | | | 5,755,107 | | | | 8,347,961 | | | | 649,036 | | | | - | |
Residential 1 – 4 family | | | - | | | | - | | | | 75,000 | | | | 6,437 | | | | 56,146,111 | |
Consumer | | | - | | | | - | | | | 8,744 | | | | - | | | | 3,925,125 | |
Total | | $ | 219,038,231 | | | $ | 6,715,396 | | | $ | 8,431,705 | | | $ | 1,056,501 | | | $ | 60,071,236 | |
UNITED BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 4 - LOANS (CONTINUED)
| | Pass | | | Special Mention | | | Substandard | | | Doubtful | | | Not rated | |
2012 | | | | | | | | | | | | | | | | | | | | |
Commercial | | $ | 47,367,441 | | | $ | 1,505,099 | | | $ | 1,095,220 | | | $ | 597,525 | | | $ | - | |
Commercial and multi-family real estate | | | 160,592,238 | | | | 8,624,114 | | | | 21,147,160 | | | | 801,586 | | | | - | |
Residential 1 – 4 family | | | - | | | | - | | | | 435,467 | | | | 9,937 | | | | 57,873,253 | |
Consumer | | | - | | | | - | | | | 13,923 | | | | - | | | | 4,382,335 | |
Total | | $ | 207,959,679 | | | $ | 10,129,213 | | | $ | 22,691,770 | | | $ | 1,409,048 | | | $ | 62,255,588 | |
The Corporation considers the performance of the loan portfolio and its impact on the allowance for loan losses. For residential 1 – 4 family and consumer loan classes that are not rated, the Corporation also evaluates credit quality based on the aging status of the loan, which was previously presented, and by payment activity. Generally, consumer and residential 1-4 family loans not rated that are 90 days past due or are classified as nonaccrual and collectively evaluated for impairment, are considered nonperforming. The following table presents the recorded investment in residential 1 – 4 family and consumer loans that are not risk rated, based on payment activity as of December 31, 2013 and 2012:
| | 2013 | | | 2012 | |
| | Consumer | | | Residential 1 – 4 family | | | Consumer | | | Residential 1 – 4 family | |
| | | | | | | | | | | | | | | | |
Performing | | $ | 3,914,625 | | | $ | 54,501,907 | | | $ | 4,381,436 | | | $ | 56,091,352 | |
Nonperforming | | | 10,500 | | | | 1,644,204 | | | | 899 | | | | 1,781,901 | |
| | | | | | | | | | | | | | | | |
Total | | $ | 3,925,125 | | | $ | 56,146,111 | | | $ | 4,382,335 | | | $ | 57,873,253 | |
UNITED BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 4 - LOANS (CONTINUED)
Modifications:
The Corporation’s loan portfolio also includes certain loans that have been modified in a Troubled Debt Restructuring (TDR), where economic concessions have been granted to borrowers who have experienced or are expected to experience financial difficulties. These concessions typically result from the Corporation’s loss mitigation activities and could include reductions in the interest rate, payment extensions, forgiveness of principal, forbearance or other actions. All TDRs are also classified as impaired loans.
When the Corporation modifies a loan, management evaluates any possible concession based on the present value of expected future cash flows, discounted at the contractual interest rate of the original loan agreement, except when the sole (remaining) source of repayment for the loan is the operation or liquidation of the collateral. In these cases, management uses the current fair value of the collateral, less selling costs, instead of discounted cash flows. If management determines that the value of the modified loan is less than the recorded investment in the loan (net of previous charge-offs, deferred loan fees or costs and unamortized premium or discount), an impairment is recognized through a specific reserve in the allowance or a direct write down of the loan balance if collection is not expected.
The following table includes the recorded investment and number of modifications for TDR loans during the year ended December 31, 2013. There were no modifications classified as TDR loans during 2012.
| | Number of modifications | | | Recorded investment | | | Allowance for loan losses allocated | |
Troubled Debt Restructurings: | | | | | | | | | | | | |
Commercial Real Estate | | | 2 | | | $ | 148,920 | | | $ | - | |
Certain directors and executive officers, including their immediate families and companies in which they are principal owners, are loan customers of the Corporation. Such loans are made in the ordinary course of business in accordance with the normal lending policies of the Corporation, including the interest rate charged and collateralization. Such loans amounted to $45,480, $989,194, and $3,013,156 at December 31, 2013, 2012, and 2011 respectively. The following is a summary of activity during 2013, 2012, and 2011 for such loans:
| | 2013 | | | 2012 | | | 2011 | |
| | | | | | | | | | | | |
Beginning of year | | $ | 989,194 | | | $ | 3,013,156 | | | $ | 3,164,300 | |
Additions | | | - | | | | - | | | | 35,000 | |
Repayments | | | (943,714 | ) | | | (2,023,962 | ) | | | (186,144 | ) |
| | | | | | | | | | | | |
End of year | | $ | 45,480 | | | $ | 989,194 | | | $ | 3,013,156 | |
Additions and repayments include loan renewals, as well as net borrowings and repayments under revolving lines-of-credit. The increase in repayments in 2012 was partially due to a pay down in a line of credit of approximately $1.5 million.
UNITED BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 5 - PREMISES AND EQUIPMENT
The following is a summary of premises and equipment at December 31, 2013 and 2012:
| | 2013 | | | 2012 | |
| | | | | | | | |
Land and improvements | | $ | 2,479,913 | | | $ | 2,479,913 | |
Buildings | | | 9,188,883 | | | | 9,011,523 | |
Equipment | | | 3,977,234 | | | | 3,999,020 | |
| | | 15,646,030 | | | | 15,490,456 | |
Less accumulated depreciation | | | 6,480,498 | | | | 6,272,580 | |
| | | | | | | | |
Premises and equipment, net | | $ | 9,165,532 | | | $ | 9,217,876 | |
Depreciation expense amounted to $447,326 in 2013, $474,569 in 2012 and $520,448 in 2011.
NOTE 6 - SERVICING
Mortgage loans serviced for others are not included in the accompanying consolidated balance sheets. The unpaid principal balance of mortgage loans serviced for others approximated $176,855,000 and $175,583,000 at December 31, 2013 and 2012, respectively.
Mortgage servicing rights are included in other assets in the accompanying consolidated balance sheets. The Corporation has elected to record its mortgage servicing rights using the fair value measurement method. Significant assumptions used in determining the fair value of servicing rights as of December 31, 2013 and 2012 include:
Prepayment assumptions: | | Based on the PSA Standard Prepayment Model | |
Internal rate of return: | | 8% | to | 10% | |
Servicing costs (per loan, annually, increased at the rate of $1 per 1% delinquency based on loan count): | | $40 | – | $55 | |
| | | |
Inflation rate of servicing costs: | | | 3% | | |
Earnings rate: | | 0.25% in 2013 and 1% in 2012 | |
Following is a summary of mortgage servicing rights activity for the years ended December 31, 2013, 2012 and 2011:
| | 2013 | | | 2012 | | | 2011 | |
| | | | | | | | | | | | |
Fair value at beginning of year | | $ | 930,760 | | | $ | 727,240 | | | $ | 1,114,126 | |
Capitalized servicing rights – newloan sales | | | 312,751 | | | | 444,646 | | | | 168,342 | |
Disposals (amortization based on loan payments and payoffs) | | | (160,873 | ) | | | (257,057 | ) | | | (240,662 | ) |
Change in fair value | | | 315,758 | | | | 15,931 | | | | (314,566 | ) |
| | | | | | | | | | | | |
Fair value at end of year | | $ | 1,398,396 | | | $ | 930,760 | | | $ | 727,240 | |
UNITED BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 6 - SERVICING (CONTINUED)
The change in fair value of servicing rights for the year ended December 31, 2013 resulted from changes in external market conditions, including prepayment assumptions, which is a key valuation input used in determining the fair value of servicing. While prepayment assumptions are constantly changing, such changes are typically within a relatively small parameter from period to period. The prepayment assumption factor used in determining the fair value of servicing at December 31, 2013 was 164 compared to 398 at December 31, 2012 and 465 at December 31, 2011. The earnings rate used in determining the fair value of servicing at December 31, 2013 was 0.25% compared to 1.0% at December 31, 2012 and 2011. The earnings rate was decreased to reflect changes in the observable market.
NOTE 7 - DEPOSITS
Time deposits at December 31, 2013 and 2012 include individual deposits of $100,000 or more approximating $53,642,036 and $57,112,173, respectively. Interest expense on time deposits of $100,000 or more approximated $638,098 for 2013, and $784,218 for 2012.
At December 31, 2013, time deposits approximated $172,347,668 and were scheduled to mature as follows: 2014, $86,975,644; 2015, $50,506,506; 2016, $16,157,832; 2017, $13,415,377; 2018, $4,061,999; and thereafter, $1,230,310.
NOTE 8 – OTHER BORROWINGS
Other borrowings consists of the following at December 31, 2013 and 2012:
| | 2013 | | | 2012 | |
Federal Home Loan Bank borrowings: | | | | | | | | |
Secured note, with interest at 4.20% through February 28,2008, thereafter putable back at the option of theholder, due February 28, 2017 | | $ | - | | | $ | 10,000,000 | |
Secured note, with interest at 3.95% throughSeptember 11, 2008, thereafter putable backat the option of the holder, due September 11, 2017 | | | 7,500,000 | | | | 7,500,000 | |
| | | | | | | | |
Total Federal Home Loan Bank borrowings | | | 7,500,000 | | | | 17,500,000 | |
| | | | | | | | |
Customer repurchase agreements with an averageoutstanding rate of .14% at December 31, 2013 and.17% at December 31, 2012 | | | 4,600,552 | | | | 5,057,220 | |
| | | | | | | | |
Total other borrowings | | $ | 12,100,552 | | | $ | 22,557,220 | |
Federal Home Loan Bank borrowings are secured by Federal Home Loan Bank stock and eligible mortgage loans approximating $65,574,000 at December 31, 2013. The interest rate on the advance outstanding at December 31, 2013, secured by individual mortgages under blanket agreement was 3.95%, with maturity in September 2017. At December 31, 2013, the Corporation had $81,641,030 of borrowing availability under various line-of-credit agreements with the Federal Home Loan Bank and other financial institutions.
UNITED BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 9 - JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURES
The Corporation has formed and invested $300,000 in a business trust, United (OH) Statutory Trust (United Trust) which is not consolidated by the Corporation. United Trust issued $10,000,000 of trust preferred securities, which are guaranteed by the Corporation, and are subject to mandatory redemption upon payment of the debentures. United Trust used the proceeds from the issuance of the trust preferred securities, as well as the Corporation’s capital investment, to purchase $10,300,000 of junior subordinated deferrable interest debentures issued by the Corporation. The debentures have a stated maturity date of March 26, 2033. As of March 26, 2008, and quarterly thereafter, the debentures may be shortened at the Corporation’s option. The interest rate of the debentures was fixed at 6.40% for a five-year period through March 26, 2008. Effective March 27, 2008, interest is at a floating rate adjustable quarterly and equal to 315 basis points over the 3-month LIBOR amounting to 3.40% at December 31, 2013, 3.46% at December 31, 2012 and 3.72% at December 31, 2011, with interest payable quarterly. The Corporation has the right, subject to events in default, to defer payments of interest on the debentures by extending the interest payment period for a period not exceeding 20 consecutive quarterly periods. Interest expense on the debentures amounted to $353,000 in 2013, $368,000 in 2012, and $350,180 in 2011, and is included in interest expense-borrowings in the accompanying consolidated statements of income.
Each issue of the trust preferred securities carries an interest rate identical to that of the related debenture. The securities have been structured to qualify as Tier I capital for regulatory purposes and the dividends paid on such are tax deductible. However, the securities cannot be used to constitute more than 25% of the Corporation’s Tier I capital inclusive of these securities under Federal Reserve Board guidelines.
NOTE 10 - OTHER OPERATING EXPENSES
Other operating expenses consisted of the following for the years ended December 31, 2013, 2012 and 2011:
| | 2013 | | | 2012 | | | 2011 | |
| | | | | | | | | | | | |
Data processing | | $ | 183,863 | | | $ | 374,366 | | | $ | 360,003 | |
Professional fees | | | 692,375 | | | | 636,286 | | | | 856,712 | |
Franchise tax | | | 436,955 | | | | 375,259 | | | | 397,210 | |
Advertising | | | 462,758 | | | | 614,312 | | | | 615,033 | |
ATM processing and other fees | | | 446,017 | | | | 341,640 | | | | 249,996 | |
Amortization of core deposit intangible asset | | | 40,857 | | | | 40,857 | | | | 40,857 | |
Postage | | | 165,439 | | | | 188,653 | | | | 175,993 | |
Stationery and supplies | | | 177,947 | | | | 210,332 | | | | 191,832 | |
FDIC assessment | | | 379,587 | | | | 751,799 | | | | 995,252 | |
Loan closing fees | | | 174,564 | | | | 275,212 | | | | 193,151 | |
Internet banking | | | 250,312 | | | | 224,961 | | | | 233,961 | |
Other real estate owned | | | 250,632 | | | | 705,910 | | | | 505,833 | |
Deposit losses & recoveries | | | 28,720 | | | | 314,473 | | | | 4,758 | |
Prepayment penalty on borrowings | | | 984,566 | | | | - | | | | - | |
Other | | | 1,557,286 | | | | 1,430,753 | | | | 1,287,807 | |
| | | | | | | | | | | | |
Total other operating expenses | | $ | 6,231,878 | | | $ | 6,484,813 | | | $ | 6,108,398 | |
UNITED BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 11 - INCOME TAXES
The provision for income taxes for the years ended December 31, 2013, 2012 and 2011 consist of the following:
| | 2013 | | | 2012 | | | 2011 | |
| | | | | | | | | | | | |
Current | | $ | 208,000 | | | $ | 554,569 | | | $ | 334,354 | |
Deferred | | | 1,032,000 | | | | 516,431 | | | | (232,354 | ) |
| | | | | | | | | | | | |
Total provision for income taxes | | $ | 1,240,000 | | | $ | 1,071,000 | | | $ | 102,000 | |
The income tax provision attributable to income from operations differed from the amounts computed by applying the U.S. federal income tax rate of 34% to income before income taxes as a result of the following:
| | 2013 | | | 2012 | | | 2011 | |
| | | | | | | | | | | | |
Expected tax using statutory tax rate of 34% | | $ | 1,999,600 | | | $ | 1,889,000 | | | $ | 1,035,200 | |
Increase (decrease) in tax resulting from: | | | | | | | | | | | | |
Tax-exempt income on state and municipalsecurities and political subdivision loans | | | (630,600 | ) | | | (608,900 | ) | | | (670,000 | ) |
Interest expense associated with carryingcertain state and municipal securitiesand political subdivision loans | | | 1,100 | | | | 1,800 | | | | 3,000 | |
Tax-exempt income on life insurancecontracts | | | (140,100 | ) | | | (144,700 | ) | | | (155,200 | ) |
Deductible dividends paid to UnitedBancshares, Inc. ESOP | | | (23,700 | ) | | | (6,000 | ) | | | (1,500 | ) |
| | | | | | | | | | | | |
Uncertain tax position reserves | | | 7,600 | | | | (66,700 | ) | | | (115,100 | ) |
Other, net | | | 26,100 | | | | 6,500 | | | | 5,600 | |
| | | | | | | | | | | | |
Total provision for income taxes | | $ | 1,240,000 | | | $ | 1,071,000 | | | $ | 102,000 | |
The deferred income tax expense (benefit) of $1,032,000 in 2013, $516,431 in 2012, and $(232,354) in 2011 resulted from the tax effects of temporary differences. There was no impact for changes in tax laws and rates or changes in the valuation allowance for deferred tax assets.
UNITED BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 11 - INCOME TAXES (CONTINUED)
The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2013 and 2012 are presented below:
| | 2013 | | | 2012 | |
| | | | | | | | |
Deferred tax assets: | | | | | | | | |
Allowance for loan losses | | $ | 1,378,600 | | | $ | 2,370,000 | |
Deferred compensation | | | 292,600 | | | | 299,500 | |
Alternative minimum tax credits | | | 614,000 | | | | 432,400 | |
Nonaccrual loan interest | | | 284,000 | | | | 464,000 | |
Deferred loan fees | | | 161,000 | | | | 161,600 | |
Other real estate owned | | | 257,600 | | | | 182,800 | |
Accrued vacation expense | | | 122,400 | | | | 118,300 | |
Unrealized loss on securities available-for-sale | | | 699,700 | | | | - | |
Other | | | 100,200 | | | | 94,600 | |
Net operating loss | | | 202,000 | | | | - | |
| | | | | | | | |
Total deferred tax assets | | $ | 4,112,100 | | | $ | 4,123,200 | |
| | | | | | | | |
Deferred tax liabilities: | | | | | | | | |
Unrealized gain on securities available-for-sale | | $ | - | | | $ | 1,904,700 | |
Federal Home Loan Bank stock dividends | | | 877,500 | | | | 877,500 | |
Capitalized mortgage servicing rights | | | 475,500 | | | | 316,500 | |
Depreciation and amortization | | | 2,248,400 | | | | 2,020,500 | |
Prepaid expenses | | | 27,900 | | | | 95,800 | |
Other | | | 19,300 | | | | 17,100 | |
| | | | | | | | |
Total deferred tax liabilities | | | 3,648,600 | | | | 5,232,100 | |
| | | | | | | | |
Net deferred tax assets (liabilities) | | $ | 463,500 | | | $ | (1,108,900 | ) |
Net deferred tax assets (liabilities) at December 31, 2013 and 2012 are included in other assets (liabilities) in the consolidated balance sheets.
The Corporation has $594,000 of federal losses which, for administrative ease, Management is electing to carry forward since carryback would only increase our alternative minimum tax credit carryforward. These losses will expire in 2033; the alternative minimum tax credit has an indefinite life.
Management believes it is more likely than not that the benefit of deferred tax assets will be realized. Consequently, no valuation allowance for deferred tax assets is deemed necessary as of December 31, 2013 and 2012.
UNITED BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 11 - INCOME TAXES (CONTINUED)
Unrecognized Tax Benefits
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:
| | 2013 | | | 2012 | |
| | | | | | | | |
Balance at January 1 | | $ | 66,000 | | | $ | 126,800 | |
Additions based on tax positions related to the current year | | | 6,100 | | | | 11,100 | |
Reductions due to the statute of limitation | | - | | | | (71,900 | ) |
| | | | | | | |
Balance at December 31 | | $ | 72,100 | | | $ | 66,000 | |
The Corporation had unrecognized tax benefits of $72,100 and $66,000 at December 31, 2013 and 2012, respectively. Such unrecognized tax benefits, if recognized, would favorably affect the effective income tax rate in future periods. The Corporation does not expect the total amount of unrecognized tax benefits to significantly change in the next twelve months.
The amount of accrued interest, net of federal tax, related to the Corporation’s uncertain tax positions was $4,500 at December 31, 2013 and $3,000 at December 31, 2012, respectively.
The Corporation and its subsidiaries are subject to U.S. federal income tax. The Corporation and its subsidiaries are no longer subject to examination by taxing authorities for years before 2010. There are no current federal examinations of the Corporations open tax years.
NOTE 12 - EMPLOYEE AND DIRECTOR BENEFITS
The Corporation sponsors a salary deferral, defined contribution plan which provides for both profit sharing and employer matching contributions. The plan permits investing in the Corporation’s stock subject to certain limitations. Participants who meet certain eligibility conditions are eligible to participate and defer a specified percentage of their eligible compensation subject to certain income tax law limitations. The Corporation makes discretionary matching and profit sharing contributions, as approved annually by the Board of Directors, subject to certain income tax law limitations. Contribution expense for the plan amounted to $530,989, $564,654, and $519,300 in 2013, 2012, and 2011, respectively. At December 31, 2013, the Plan owned 340,606 shares of the Corporation’s common stock.
UNITED BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 12 - EMPLOYEE AND DIRECTOR BENEFITS(CONTINUED)
The Corporation also sponsors nonqualified deferred compensation plans, covering certain directors and employees, which have been indirectly funded through the purchase of split-dollar life insurance policies. In connection with the policies, the Corporation has provided an estimated liability for accumulated supplemental retirement benefits amounting to $604,316 and $606,604 at December 31, 2013 and 2012, respectively, which is included in other liabilities in the accompanying consolidated balance sheets. The Corporation has also purchased split-dollar life insurance policies for investment purposes to fund other employee benefit plans. The combined cash values of these policies aggregated $13,530,890 and $13,143,375 at December 31, 2013 and 2012, respectively.
Under an employee stock purchase plan, eligible employees may defer a portion of their compensation and use the proceeds to purchase stock of the Corporation at a discount determined semi-annually by the Board of Directors as stipulated in the plan. The Corporation sold from treasury 746 shares in 2013, 626 shares in 2012, and 790 shares in 2011 under the plan.
The Corporation has an agreement with The Bank of Leipsic’s former President, who is the Corporation’s current Chairman of the Board of Directors, to provide for retirement compensation benefits. Such benefits are to be paid over a period of twenty years commencing upon retirement effective December 31, 2001. At December 31, 2013 and 2012, the net present value (based on the 12% discount rate in effect at the time of origination of the agreement) of future deferred compensation payments amounted to $256,363 and $274,405, respectively. Such amounts are included in other liabilities in the December 31, 2013 and 2012 consolidated balance sheets. A split-dollar life insurance policy has been purchased and is available to fund a portion of the future deferred compensation payments. The cash value of the policy amounted to $642,248 and $617,808 at December 31, 2013 and 2012, respectively.
The Chief Executive Officer and Chief Financial Officer of the Corporation have employment agreements which provide for certain compensation and benefits should any triggering events occur, as specified in the agreements, including change of control or termination without cause.
UNITED BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 13 - FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK
The Corporation is party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments are primarily loan commitments to extend credit and letters of credit. These instruments involve, to varying degrees, elements of credit risk in excess of the amounts recognized in the consolidated balance sheets. The contract amount of these instruments reflects the extent of involvement the Corporation has in these financial instruments.
The Corporation’s exposure to credit loss in the event of the nonperformance by the other party to the financial instruments for loan commitments to extend credit and letters of credit is represented by the contractual amounts of these instruments. The Corporation uses the same credit policies in making loan commitments as it does for on-balance sheet loans.
The following financial instruments whose contract amount represents credit risk were outstanding at December 31, 2013 and 2012:
| | Contract amount | |
| | 2013 | | | 2012 | |
| | | | | | | | |
Commitments to extend credit | | $ | 75,097,000 | | | $ | 83,151,000 | |
| | | | | | | | |
Letters of credit | | $ | 1,225,000 | | | $ | 2,492,000 | |
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. The Corporation evaluates each customer’s credit worthiness on a case-by-case basis. The amount of collateral obtained if deemed necessary by the Corporation upon extension of credit is based on management’s credit evaluation of the customer. Collateral held varies but may include accounts receivable, inventory, property, plant, and equipment, and income-producing commercial properties.
Letters of credit are written conditional commitments issued by the Corporation to guarantee the performance of a customer to a third party and are reviewed for renewal at expiration. All letters of credit outstanding at December 31, 2013 expire in 2014. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers. The Corporation requires collateral supporting these commitments when deemed necessary.
UNITED BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 14 - REGULATORY MATTERS
The Corporation (on a consolidated basis) and Bank are subject to various regulatory capital requirements administered by the federal and state banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Corporation’s and Bank’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Corporation and Bank must meet specific capital guidelines that involve quantitative measures of their assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. Prompt corrective action provisions are not applicable to bank holding companies.
Quantitative measures established by regulation to ensure capital adequacy require the Corporation and Bank to maintain minimum amounts and ratios (set forth in the following table) of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined), and of Tier I capital to average assets (as defined). Management believes, as of December 31, 2013 and 2012, that the Corporation and Bank meet all capital adequacy requirements to which they are subject. Furthermore, the Board of Directors of the Bank has adopted a resolution to maintain Tier I capital at or above 8% of total assets.
As of December 31, 2013, the most recent notification from federal and state banking agencies categorized the Bank as “well capitalized” under the regulatory framework for prompt corrective action. To be categorized as “well capitalized”, an institution must maintain minimum total risk-based, Tier I risk-based and Tier I leverage ratios as set forth in the following table. There are no conditions or events since that notification that management believes have changed the Bank’s category.
UNITED BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 14 - REGULATORY MATTERS (CONTINUED)
The actual capital amounts and ratios of the Corporation and Bank as of December 31, 2013 and 2012 are presented in the following table:
| | Actual | | | Minimum capitalrequirement | | | Minimum to bewell capitalizedunder prompt Correctiveaction provisions | |
| | Amount | | | Ratio | | | Amount | | | Ratio | | | Amount | | | Ratio | |
As of December 31, 2013 | | (Dollars in Thousands) | |
Total Capital (to Risk-Weighted Assets) | | | | | | | | | | | | | | | | | | | | | | | | |
Consolidated | | $ | 69,871 | | | | 18.3 | % | | $ | 30,607 | | | > | 8.0 | % | | N/A | | | N/A | |
Bank | | $ | 67,432 | | | | 17.7 | % | | $ | 30,534 | | | > | 8.0 | % | | $ | 38,168 | | | | 10.0 | % |
Tier I Capital (to Risk-Weighted Assets) | | | | | | | | | | | | | | | | | | | | | | | | |
Consolidated | | $ | 65,816 | | | | 17.2 | % | | $ | 15,304 | | | > | 4.0 | % | | N/A | | | N/A | |
Bank | | $ | 63,378 | | | | 16.6 | % | | $ | 15,267 | | | > | 4.0 | % | | $ | 22,901 | | | | 6.0 | % |
Tier I Capital (toAverage Assets) | | | | | | | | | | | | | | | | | | | | | | | | |
Consolidated | | $ | 65,816 | | | | 11.9 | % | | $ | 22,118 | | | > | 4.0 | % | | N/A | | | N/A | |
Bank | | $ | 63,378 | | | | 11.5 | % | | $ | 22,091 | | | > | 4.0 | % | | $ | 27,614 | | | | 5.0 | % |
| | | | | | | | | | | | | | | | | | | | | | | | |
As of December 31, 2012 | | | | | | | | | | | | | | | | | | | | | | | | |
Total Capital (to Risk-Weighted Assets) | | | | | | | | | | | | | | | | | | | | | | | | |
Consolidated | | $ | 66,720 | | | | 17.6 | % | | $ | 30,346 | | | > | 8.0 | % | | N/A | | | N/A | |
Bank | | $ | 63,968 | | | | 16.9 | % | | $ | 30,291 | | | > | 8.0 | % | | $ | 37,864 | | | | 10.0 | % |
Tier I Capital (to Risk-Weighted Assets) | | | | | | | | | | | | | | | | | | | | | | | | |
Consolidated | | $ | 61,951 | | | | 16.3 | % | | $ | 15,173 | | | > | 4.0 | % | | N/A | | | N/A | |
Bank | | $ | 59,217 | | | | 15.6 | % | | $ | 15,145 | | | > | 4.0 | % | | $ | 22,178 | | | | 6.0 | % |
Tier I Capital (toAverage Assets) | | | | | | | | | | | | | | | | | | | | | | | | |
Consolidated | | $ | 61,951 | | | | 11.2 | % | | $ | 22,127 | | | > | 4.0 | % | | N/A | | | N/A | |
Bank | | $ | 59,217 | | | | 10.7 | % | | $ | 22,099 | | | > | 4.0 | % | | $ | 27,623 | | | | 5.0 | % |
On a parent company only basis, the Corporation’s primary source of funds is dividends paid by the Bank. The ability of the Bank to pay dividends is subject to limitations under various laws and regulations, and to prudent and sound banking principles. Generally, subject to certain minimum capital requirements, the Bank may declare dividends without the approval of the State of Ohio Division of Financial Institutions, unless the total dividends in a calendar year exceed the total of the Bank’s net profits for the year combined with its retained profits of the two preceding years.
UNITED BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 15 - CONDENSED PARENT COMPANY FINANCIAL INFORMATION
A summary of condensed financial information of the parent company as of December 31, 2013 and 2012 and for each of the three years in the period ended December 31, 2013 is as follows:
Condensed Balance Sheets | | 2013 | | | 2012 | |
| | | | | | | | |
Assets: | | | | | | | | |
Cash | | $ | 1,070,196 | | | $ | 1,804,808 | |
Investment in bank subsidiary | | | 70,869,641 | | | | 71,736,089 | |
Premises and equipment, net of accumulated depreciation | | | 318,017 | | | | 343,639 | |
Other assets, including income taxes receivable from banksubsidiary of $757,993 in 2013 and $137,993 in 2012 | | | 1,310,749 | | | | 645,320 | |
| | | | | | | | |
Total assets | | $ | 73,568,603 | | | $ | 74,529,856 | |
| | | | | | | | |
Liabilities: | | | | | | | | |
Accrued expenses | | $ | 47,190 | | | $ | 59,651 | |
Federal income taxes payable | | | 213,548 | | | | - | |
Junior subordinated deferrable interest debentures | | | 10,300,000 | | | | 10,300,000 | |
| | | | | | | | |
Total liabilities | | | 10,560,738 | | | | 10,359,651 | |
| | | | | | | | |
Shareholders’ equity: | | | | | | | | |
Common stock | | | 3,760,557 | | | | 3,760,557 | |
Surplus | | | 14,663,861 | | | | 14,661,664 | |
Retained earnings | | | 50,807,689 | | | | 46,855,865 | |
Accumulated other comprehensive income (loss) | | | (1,358,205 | ) | | | 3,697,363 | |
Treasury stock, at cost | | | (4,866,037 | ) | | | (4,805,244 | ) |
| | | | | | | | |
Total shareholders’ equity | | | 63,007,865 | | | | 64,170,205 | |
| | | | | | | | |
Total liabilities and shareholders’ equity | | $ | 73,568,603 | | | $ | 74,529,856 | |
Condensed Statements of Income | | 2013 | | | 2012 | | | 2011 | |
| | | | | | | | | | | | |
Income – including dividends from bank subsidiary | | $ | 975,356 | | | $ | 800,155 | | | $ | 575,099 | |
Expenses – interest expense, professional feesand other expenses, net of federal incometax benefit | | | (523,271 | ) | | | (462,333 | ) | | | (499,263 | ) |
| | | | | | | | | | | | |
Income before equity in undistributed net income of bank subsidiary | | | 452,085 | | | | 337,822 | | | | 75,836 | |
| | | | | | | | | | | | |
Equity in undistributed net income ofbank subsidiaries | | | 4,189,119 | | | | 4,146,995 | | | | 2,866,809 | |
| | | | | | | | | | | | |
Net income | | $ | 4,641,204 | | | $ | 4,484,817 | | | $ | 2,942,645 | |
UNITED BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 15 - CONDENSED PARENT COMPANY FINANCIAL INFORMATION (CONTINUED)
Condensed Statements of Cash Flows | | 2013 | | | 2012 | | | 2011 | |
| | | | | | | | | | | | |
Cash flows from operating activities: | | | | | | | | | | | | |
Net income | | $ | 4,641,204 | | | $ | 4,484,817 | | | $ | 2,942,645 | |
Adjustments to reconcile net income to net cashprovided by operating activities: | | | | | | | | | | | | |
Equity in undistributed net incomeof bank subsidiary | | | (4,189,119 | ) | | | (4,146,995 | ) | | | (2,866,809 | ) |
Depreciation and amortization | | | 25,622 | | | | 25,622 | | | | 25,622 | |
(Increase) decrease in other assets | | | (665,429 | ) | | | 45,914 | | | | 1,008,778 | |
Increase (decrease) in other liabilities, including accrued expenses | | | 201,087 | | | | (24,521 | ) | | | 41,822 | |
| | | | | | | | | | | | |
Net cash provided byoperating activities | | | 13,364 | | | | 384,837 | | | | 1,152,058 | |
| | | | | | | | | | | | |
Cash flows from financing activities: | | | | | | | | | | | | |
Purchase treasury stock | | | 72,200 | | | | - | | | | - | |
Proceeds from sale of treasury shares | | | 13,604 | | | | 10,657 | | | | 12,659 | |
Cash dividends paid | | | (689,380 | ) | | | (172,315 | ) | | | - | |
| | | | | | | | | | | | |
Net cash (used in) provided by financing activities | | | (747,976 | ) | | | (161,658 | ) | | | 12,659 | |
| | | | | | | | | | | | |
Net increase (decrease) in cash | | | (734,612 | ) | | | 223,179 | | | | 1,164,717 | |
| | | | | | | | | | | | |
Cash at beginning of the year | | | 1,804,808 | | | | 1,581,629 | | | | 416,912 | |
| | | | | | | | | | | | |
Cash at end of the year | | $ | 1,070,196 | | | $ | 1,804,808 | | | $ | 1,581,629 | |
During 2005, the Board of Directors approved a program whereby the Corporation purchases shares of its common stock in the open market. The decision to purchase shares, the number of shares to be purchased, and the price to be paid depends upon the availability of shares, prevailing market prices, and other possible considerations which may impact the advisability of purchasing shares. The Corporation purchased 5,000 shares in 2013 (none in 2012 or 2011) under the program.
UNITED BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 16 - FAIR VALUE MEASUREMENTS
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market for the asset or liability. The price in the principal (or most advantageous) market used to measure the fair value of the asset or liability shall not be adjusted for transaction costs. An orderly transaction is a transaction that assumes exposure to the market for a period prior to the measurement date to allow for marketing activities that are usual and customary for transactions involving such assets and liabilities; it is not a forced transaction. Market participants are buyers and sellers in the principal market that are independent, knowledgeable, and both able and willing to transact.
FASB ASC 820-10,Fair Value Measurements (ASC 820-10) requires the use of valuation techniques that are consistent with the market approach, the income approach, and/or the cost approach. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets and liabilities. The income approach uses valuation techniques to convert future amounts, such as cash flows or earnings, to a single present amount on a discounted basis. The cost approach is based on the amount that currently would be required to replace the service capacity of an asset (replacement cost). Valuation techniques should be consistently applied. Inputs to valuation techniques refer to the assumptions that market participants would use in pricing the asset or liability. Inputs may be observable or unobservable. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from independent sources. Unobservable inputs reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. In that regard, ASC 820-10 establishes a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows:
Level 1 –Unadjusted quoted prices in active markets for identical assets or liabilities that the Corporation has the ability to access at the measurement date.
Level 2 –Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data by correlation or other means.
Level 3 – Unobservable inputs for the asset or liability for which there is little, if any, market activity at the measurement date. Unobservable inputs reflect the Corporation’s own assumptions about what market participants would use to price the asset or liability. The inputs are developed based on the best information available in the circumstances, which might include the Corporation’s own financial data such as internally developed pricing models, discounted cash flow methodologies, as well as instruments for which the fair value determination requires significant management judgment.
UNITED BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 16 - FAIR VALUE MEASUREMENTS (CONTINUED)
The following table summarizes financial assets (there were no financial liabilities) measured at fair value as of December 31, 2013 and 2012, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value:
2013 | | Level 1 inputs | | | Level 2 inputs | | | Level 3 inputs | | | Total fair value | |
| | | | | | | | | | | | | | | | |
Recurring: | | | | | | | | | | | | | | | | |
Securities available-for-sale: | | | | | | | | | | | | | | | | |
U.S. Government and Agencies | | $ | - | | | $ | 12,333,009 | | | $ | - | | | $ | 12,333,009 | |
Obligations of state andpolitical subdivisions | | | - | | | | 66,540,342 | | | | - | | | | 66,540,342 | |
Mortgage-backed | | | - | | | | 117,471,538 | | | | - | | | | 117,471,538 | |
Other | | | - | | | | 735,036 | | | | - | | | | 735,036 | |
Mortgage servicing rights | | | - | | | | - | | | | 1,398,396 | | | | 1,398,396 | |
| | | | | | | | | | | | | | | | |
Total recurring | | $ | - | | | $ | 197,079,925 | | | $ | 1,398,396 | | | $ | 198,478,321 | |
| | | | | | | | | | | | | | | | |
Nonrecurring: | | | | | | | | | | | | | | | | |
Impaired loans, net | | $ | - | | | $ | - | | | $ | 2,620,418 | | | $ | 2,620,418 | |
Other real estate owned | | | - | | | | - | | | | 667,954 | | | | 667,954 | |
| | | | | | | | | | | | | | | | |
Total nonrecurring | | $ | - | | | $ | - | | | $ | 3,288,372 | | | $ | 3,288,372 | |
2012 | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Recurring: | | | | | | | | | | | | | |
Securities available-for-sale: | | | | | | | | | | | | | | | | |
U.S. Government and Agencies | | $ | - | | | $ | 15,554,085 | | | $ | - | | | $ | 15,554,085 | |
Obligations of state andpolitical subdivisions | | | - | | | | 53,918,499 | | | | - | | | | 53,918,499 | |
Mortgage-backed | | | - | | | | 107,607,325 | | | | - | | | | 107,607,325 | |
Other | | | - | | | | 527,856 | | | | - | | | | 527,856 | |
Mortgage servicing rights | | | - | | | | - | | | | 930,760 | | | | 930,760 | |
| | | | | | | | | | | | | | | | |
Total recurring | | $ | - | | | $ | 177,607,765 | | | $ | 930,760 | | | $ | 178,538,525 | |
| | | | | | | | | | | | | | | | |
Nonrecurring: | | | | | | | | | | | | | | | | |
Impaired loans, net | | $ | - | | | $ | - | | | $ | 12,642,362 | | | $ | 12,642,362 | |
Other real estate owned | | | - | | | | - | | | | 1,568,000 | | | | 1,568,000 | |
| | | | | | | | | | | | | | | | |
Total nonrecurring | | $ | - | | | $ | - | | | $ | 14,210,362 | | | $ | 14,210,362 | |
There were no financial instruments measured at fair value that moved to a lower level in the fair value hierarchy during 2013 and 2012 due to the lack of observable quotes in inactive markets for those instruments at December 31, 2013 and 2012.
UNITED BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 16 - FAIR VALUE MEASUREMENTS (CONTINUED)
The table below presents a reconciliation and income statement classification of gains and losses for mortgage servicing rights, which is measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the years ended December 31, 2013, 2012 and 2011:
| | 2013 | | | 2012 | | | 2011 | |
| | | | | | | | | | | | |
Balance at beginning of year | | $ | 930,760 | | | $ | 727,240 | | | $ | 1,114,126 | |
Gains or losses, including realized and unrealized: | | | | | | | | | | | | |
Purchases, issuances, and settlements | | | 312,751 | | | | 444,646 | | | | 168,342 | |
Disposals – amortization based on loanpayments and payoffs | | | (160,873 | ) | | | (257,057 | ) | | | (240,662 | ) |
Changes in fair value | | | 315,758 | | | | 15,931 | | | | (314,566 | ) |
| | | | | | | | | | | | |
Balance at end of year | | $ | 1,398,396 | | | $ | 930,760 | | | $ | 727,240 | |
A description of the valuation methodologies used for instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy, and disclosure of unobservable inputs follows.
In general, fair value is based upon quoted market prices, where available. If such quoted market prices are not available, fair value is based upon internally developed models that primarily use, as inputs, observable market-based parameters. Valuation adjustments may be made to ensure that financial instruments are recorded at fair value. These adjustments may include amounts to reflect counterparty credit quality, the Corporation’s creditworthiness, among other things, as well as unobservable parameters. Any such valuation adjustments are applied consistently over time. The Corporation’s valuation methodologies may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. While management believes the Corporation’s valuation methodologies are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date.
Securities Available-for-Sale
Where quoted prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. Level 1 securities would typically include government bonds and exchange traded equities. If quoted market prices are not available, then fair values are estimated using pricing models, quoted prices of securities with similar characteristics, or discounted cash flows. Examples of such instruments, which would generally be classified within Level 2 of the valuation hierarchy, include U.S. Government and agencies, municipal bonds, mortgage-backed securities, and asset-backed securities. In certain cases where there is limited activity or less transparency around inputs to the valuation, securities may be classified within Level 3 of the valuation hierarchy. The Corporation did not have any securities classified as Level 1 or Level 3 at December 31, 2013 and 2012.
UNITED BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 16 - FAIR VALUE MEASUREMENTS (CONTINUED)
Mortgage Servicing Rights
The Corporation records mortgage servicing rights at estimated fair value based on a discounted cash flow model which includes discount rates between -0.14% and 1.31%, in addition to assumptions disclosed in note 6 that are considered to be unobservable inputs. Due to the significance of the level 3 inputs, mortgage servicing rights have been classified as level 3.
Impaired Loans
The Corporation does not record impaired loans at fair value on a recurring basis. However, periodically, a loan is considered impaired and is reported at the fair value of the underlying collateral less estimated cost to sell, if repayment is expected solely from collateral. Collateral values are estimated using level 2 inputs, including recent appraisals and level 3 inputs based on customized discounting criteria such as additional appraisal adjustments to consider deterioration of value subsequent to appraisal date and estimated cost to sell. Additional appraisal adjustments range between 10% and 70% of appraised value, and estimated selling cost ranges between 10% and 20% of the adjusted appraised value. Due to the significance of the level 3 inputs, impaired loans fair values have been classified as level 3.
Other Real Estate Owned
The Corporation values other real estate owned at the estimated fair value of the underlying collateral less appraisal adjustments between 10% and 20% of appraised value, and expected selling costs between 10% and 20% of adjusted appraised value. Such values are estimated primarily using appraisals and reflect a market value approach. Due to the significance of the Level 3 inputs, other real estate owned has been classified as Level 3.
Certain financial assets and financial liabilities are measured at fair value on a nonrecurring basis; that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances, for example, when there is evidence of impairment. Financial assets and financial liabilities, excluding impaired loans and other real estate owned, measured at fair value on a nonrecurring basis were not significant at December 31, 2013.
UNITED BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 17 - FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying amounts and estimated fair values of recognized financial instruments at December 31, 2013 and 2012 are as follows:
| | 2013 | | | 2012 | | | | | |
| | Carrying amount | | | Estimated value | | | Carrying amount | | | Estimated value | | | Input level | |
| | (dollars in thousands) | | | | | |
FINANCIAL ASSETS | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 22,407 | | | $ | 22,407 | | | $ | 49,912 | | | $ | 49,912 | | | | 1 | |
Securities, including FederalHome Loan Bank stock | | | 201,974 | | | | 201,974 | | | | 182,502 | | | | 182,502 | | | | 2 | |
Certificates of deposit | | | 2,739 | | | | 2,739 | | | | 2,490 | | | | 2,490 | | | | | |
Loans held for sale | | | 424 | | | | 424 | | | | 2,957 | | | | 2,957 | | | | 3 | |
Net loans | | | 291,299 | | | | 292,257 | | | | 297,528 | | | | 297,879 | | | | 3 | |
Mortgage servicing rights | | | 1,398 | | | | 1,398 | | | | 931 | | | | 931 | | | | 3 | |
| | | | | | | | | | | | | | | | | | | | |
| | $ | 520,241 | | | $ | 521,199 | | | $ | 536,320 | | | $ | 536,671 | | | | | |
| | 2013 | | | 2012 | | | | | |
| | Carrying amount | | | Estimated value | | | Carrying amount | | | Estimated value | | | Input level | |
| | (dollars in thousands) | | | | | |
FINANCIAL LIABILITIES | | | | | | | | | | | | | | | | | | | | |
Deposits | | | | | | | | | | | | | | | | | | | | |
Maturity | | $ | 172,349 | | | $ | 172,956 | | | $ | 185,650 | | | $ | 187,436 | | | | 3 | |
Non-maturity | | | 295,651 | | | | 295,651 | | | | 285,549 | | | | 285,549 | | | | 1 | |
Other borrowings | | | 12,101 | | | | 13,036 | | | | 22,557 | | | | 24,947 | | | | 3 | |
Junior subordinated deferrableinterest debentures | | | 10,300 | | | | 10,294 | | | | 10,300 | | | | 10,367 | | | | 3 | |
| | | | | | | | | | | | | | | | | | | | |
| | $ | 490,401 | | | $ | 491,937 | | | $ | 504,056 | | | $ | 508,299 | | | | | |
The above summary does not include accrued interest receivable and cash surrender value of life insurance which are also considered financial instruments. The estimated fair value of such items is considered to be their carrying amounts, and would be considered level 1 inputs.
There are also unrecognized financial instruments at December 31, 2013 and 2012 which relate to commitments to extend credit and letters of credit. The contract amount of such financial instruments amounts to $76,322,000 at December 31, 2013 and $85,643,000 at December 31, 2012. Such amounts are also considered to be the estimated fair values.
The following methods and assumptions were used to estimate the fair value of each class of financial instruments shown above:
Cash and cash equivalents:
Fair value is determined to be the carrying amount for these items (which include cash on hand, due from banks, and federal funds sold) because they represent cash or mature in 90 days or less and do not represent unanticipated credit concerns.
UNITED BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 17 - FAIR VALUE OF FINANCIAL INSTRUMENTS(CONTINUED)
Securities:
Where quoted prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. Level 1 securities would typically include government bonds and exchange traded equities. If quoted market prices are not available, then fair values are estimated using pricing models, quoted prices of securities with similar characteristics, or discounted cash flows. Examples of such instruments, which would generally be classified within Level 2 of the valuation hierarchy, include municipal bonds, mortgage-backed securities, and asset-backed securities. In certain cases where there is limited activity or less transparency around inputs to the valuation, securities may be classified within Level 3 of the valuation hierarchy. The Corporation did not have any securities classified as Level 1 or Level 3 at December 31, 2013 and 2012.
Certificates of deposit:
Carrying value of certificates of deposit estimates fair value.
Loans:
Fair value for loans was estimated for portfolios of loans with similar financial characteristics. For adjustable rate loans, which re-price at least annually and generally possess low risk characteristics, the carrying amount is believed to be a reasonable estimate of fair value. For fixed rate loans the fair value is estimated based on a discounted cash flow analysis, considering weighted average rates and terms of the portfolio, adjusted for credit and interest rate risk inherent in the loans. Fair value for nonperforming loans is based on recent appraisals or estimated discounted cash flows.
Mortgage servicing rights:
The fair value for mortgage servicing rights is determined based on an analysis of the portfolio by an independent third party.
Deposit liabilities:
The fair value of core deposits, including demand deposits, savings accounts, and certain money market deposits, is the amount payable on demand. The fair value of fixed-maturity certificates of deposit is estimated using the rates offered at year end for deposits of similar remaining maturities. The estimated fair value does not include the benefit that results from the low-cost funding provided by the deposit liabilities compared to the cost of borrowing funds in the marketplace.
Other financial instruments:
The fair value of commitments to extend credit and letters of credit is determined to be the contract amount, since these financial instruments generally represent commitments at existing rates. The fair value of other borrowings is determined based on a discounted cash flow analysis using current interest rates. The fair value of the junior subordinated deferrable interest debentures is determined based on quoted market prices of similar instruments.
UNITED BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 17 - FAIR VALUE OF FINANCIAL INSTRUMENTS(CONTINUED)
The fair value estimates of financial instruments are made at a specific point in time based on relevant market information. These estimates do not reflect any premium or discount that could result from offering for sale at one time the entire holdings of a particular financial instrument over the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments. Since no ready market exists for a significant portion of the financial instruments, fair value estimates are largely based on judgments after considering such factors as future expected credit losses, current economic conditions, risk characteristics of various financial instruments, and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect these estimates.
NOTE 18 - CONTINGENT LIABILITIES
In the normal course of business, the Corporation and its subsidiary may be involved in various legal actions, but in the opinion of management and legal counsel, the ultimate disposition of such matters is not expected to have a material adverse effect on the consolidated financial statements.
NOTE 19 - QUARTERLY FINANCIAL DATA (UNAUDITED)
The following represents a summary of selected unaudited quarterly financial data for 2013 and 2012:
| | | | | | | | | | | | | | Income per common share | |
| | Interest income | | | Net interest income | | | Net income | | | Basic | | | Diluted | |
| | (Dollars in thousands, except per share data) | |
2013 | | | | | | | | | | | | | | | | | | | | |
First quarter | | $ | 4,834 | | | $ | 4,018 | | | $ | 1,098 | | | $ | .318 | | | $ | .318 | |
Second quarter | | $ | 4,902 | | | $ | 4,086 | | | $ | 1,347 | | | $ | .391 | | | $ | .391 | |
Third quarter | | $ | 4,913 | | | $ | 4,091 | | | $ | 1,116 | | | $ | .324 | | | $ | .324 | |
Fourth quarter | | $ | 5,205 | | | $ | 4,410 | | | $ | 1,080 | | | $ | .312 | | | $ | .312 | |
| | | | | | | | | | | | | | | | | | | | |
2012 | | | | | | | | | | | | | | | | | | | | |
First quarter | | $ | 5,877 | | | $ | 4,417 | | | $ | 1,003 | | | $ | .291 | | | $ | .291 | |
Second quarter | | $ | 5,682 | | | $ | 4,422 | | | $ | 1,203 | | | $ | .349 | | | $ | .349 | |
Third quarter | | $ | 5,564 | | | $ | 4,501 | | | $ | 1,104 | | | $ | .320 | | | $ | .320 | |
Fourth quarter | | $ | 5,468 | | | $ | 4,576 | | | $ | 1,175 | | | $ | .341 | | | $ | .341 | |
UNITED BANCSHARES, INC.
Columbus Grove, Ohio
DIRECTORS – UNITED BANCSHARES, INC.
| | | DIRECTOR | | | | | | DIRECTOR |
NAME | AGE | | SINCE | | NAME | | AGE | | SINCE |
Robert L. Benroth | 51 | | 2003 | | Daniel W. Schutt | | 66 | | 2005 |
Putnam County Auditor | | | | | Retired Banker | | | | |
| | | | | | | | | |
James N. Reynolds | 76 | | 2000 | | R. Steven Unverferth | | 61 | | 2005 |
Chairman, Retired Banker | | | | | President, Unverferth Manufacturing Corporation, Inc. |
| | | | | | | | | |
H. Edward Rigel | 71 | | 2000 | | Brian D. Young | | 47 | | 2012 |
Farmer, Rigel Farms, Inc. | | | | | President/CEO | | | | |
| | | | | | | | | |
David P. Roach | 63 | | 2001 | | | | | | |
Vice-President/GM, First Family Broadcasting of Ohio | | | | | |
DIRECTORS – THE UNION BANK COMPANY
| | | DIRECTOR | | | | | | DIRECTOR |
NAME | AGE | | SINCE (a) | | NAME | | AGE | | SINCE (a) |
Robert L. Benroth | 51 | | 2001 | | David P. Roach | | 63 | | 1997 |
Putnam County Auditor | Vice-President/GM, First Family Broadcasting of Ohio |
| | | | | | | | | |
Herbert H. Huffman | 63 | | 1993 | | Robert M. Schulte, Sr. | | 81 | | 1994 |
Retired - Educator | Businessman/Spherion Services |
| | | | | | | | | |
Kevin L. Lammon | 59 | | 1996 | | Daniel W. Schutt | | 66 | | 2005 |
Village Administrator, Village of Leipsic | Retired Banker |
| | | | | | | | | |
William R. Perry | 55 | | 1990 | | R. Steven Unverferth | | 61 | | 1993 |
Farmer | President, Unverferth Manufacturing Corporation, Inc. |
| | | | | | | | | |
James N. Reynolds | 76 | | 1966 | | Brian D. Young | | 47 | | 2008 |
Retired Banker | President/CEO/Chairman |
| | | | | | | | | |
H. Edward Rigel | 71 | | 1979 | | | | | | |
Farmer, Rigel Farms, Inc. | | | | | |
(a) Indicates year first elected or appointed to the board of The Union Bank Company or any of the former affiliate banks, Bank of Leipsic or the Citizens Bank of Delphos.


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