UNITED BANCSHARES INC/OH - Quarter Report: 2019 September (Form 10-Q)

 

  

---

---

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 10-Q

 

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

 

For the quarterly period ended September 30, 2019

 

Commission file number 333-86453

 

UNITED BANCSHARES, INC.

(Exact name of Registrant as specified in its charter)

 

Ohio

(State or other jurisdiction of incorporation or organization)

 

105 Progressive Drive, Columbus Grove, Ohio

(Address of principal executive offices)

 

34-1516518

(I.R.S. Employer Identification Number)

 

45830

(Zip Code)

 

(419) 659-2141

(Registrant’s telephone number, including area code)

 

Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol(s)	Name of Each Exchange
Common Stock, No Par Value	UBOH	NASDAQ Global Market

 

 

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

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

 

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

Large accelerated filer ☐	Accelerated filer ☐	Non-accelerated filer ☒	Smaller Reporting Company ☒
Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of September 30, 2019: 3,272,315.

 

This document contains 43 pages. The Exhibit Index is on page 37 immediately preceding the filed exhibits.

 

---

---

 

 

 

UNITED BANCSHARES, INC.

 

Table of Contents

  

		Page
Part I – Financial Information
	Item 1 – Financial Statements	3
	Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
	Item 3 – Quantitative and Qualitative Disclosures about Market Risk	34
	Item 4 – Controls and Procedures	35
Part II – Other Information
	Item 1 – Legal Proceedings	36
	Item 1A – Risk Factors	36
	Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds	36
	Item 3 – Defaults Upon Senior Securities	36
	Item 4 – Mine Safety Disclosures	37
	Item 5 – Other Information	37
	Item 6 – Exhibits	37

 

 

  

 

		(in thousands except share data)
		September 30,				December 31,
		2019				2018
ASSETS
CASH AND CASH EQUIVALENTS
Cash and due from banks		$	11,796			$	11,698
Interest-bearing deposits in other banks			15,854				4,777
Total cash and cash equivalents			27,650				16,475
SECURITIES, available-for-sale			179,880				167,354
FEDERAL HOME LOAN BANK STOCK, at cost			5,302				5,302
LOANS HELD FOR SALE			17,769				7,705
LOANS AND LEASES			573,210				561,614
Less allowance for loan and lease losses			3,954				3,527
Net loans and leases			569,256				558,087
PREMISES AND EQUIPMENT, net			18,772				18,968
GOODWILL			28,616				28,616
CORE DEPOSIT INTANGIBLE ASSETS, net			834				953
CASH SURRENDER VALUE OF LIFE INSURANCE			18,515				18,223
OTHER REAL ESTATE OWNED			-				108
OTHER ASSETS, including accrued interest receivable			9,236				8,509
TOTAL ASSETS		$	875,830			$	830,300
LIABILITIES AND SHAREHOLDERS’ EQUITY
LIABILITIES
Deposits:
Non-interest-bearing		$	115,499			$	115,333
Interest-bearing			590,825				550,903
Total deposits			706,324				666,236
Other borrowings			59,000				65,443
Junior subordinated deferrable interest debentures			12,899				12,874
Other liabilities			6,422				4,803
Total liabilities			784,645				749,356
SHAREHOLDERS’ EQUITY
Common stock, stated value $1.00, authorized 10,000,000 shares; issued 3,760,557 shares			3,761				3,761
Surplus			15,173				14,960
Retained earnings			76,910				71,670
Accumulated other comprehensive income (loss)			2,978				(1,764	)
Treasury stock, at cost, 488,242 shares at September 30, 2019 and 491,199 shares at December 31, 2018			(7,637	)			(7,683	)
Total shareholders’ equity			91,185				80,944
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY		$	875,830			$	830,300

---

 

		(in thousands except share data)
		Three months ended September 30,								Nine months ended September 30,
		2019				2018				2019				2018
INTEREST INCOME
Loans and leases, including fees		$	8,392			$	7,596			$	24,385			$	21,777
Securities:
Taxable			656				686				1,973				1,898
Tax-exempt			416				372				1,232				1,193
Other			131				105				461				342
Total interest income			9,595				8,759				28,051				25,210
INTEREST EXPENSE
Deposits			1,703				1,028				4,712				2,600
Other borrowings			621				659				1,888				1,681
Total interest expense			2,324				1,687				6,600				4,281
Net interest income			7,271				7,072				21,451				20,929
PROVISION FOR LOAN AND LEASE LOSSES			150				150				400				350
Net interest income after provision for loan and lease losses			7,121				6,922				21,051				20,579
NON-INTEREST INCOME
Gain on sale of loans			2,785				1,469				6,409				3,425
Net securities gains (losses)			2				(12	)			2				(6	)
Other operating income			1,046				1,007				3,063				3,456
Total non-interest income			3,833				2,464				9,474				6,875
NON-INTEREST EXPENSES			8,070				7,249				22,784				20,599
INCOME BEFORE INCOME TAXES			2,884				2,137				7,741				6,855
PROVISION FOR INCOME TAXES			466				351				1,224				1,070
NET INCOME		$	2,418			$	1,786			$	6,517			$	5,785
NET INCOME PER SHARE (basic and diluted)		$	0.74			$	0.55			$	1.99			$	1.77
Weighted average common shares outstanding (basic)			3,272,023				3,269,128				3,271,028				3,268,435
Weighted average common shares outstanding (diluted)			3,273,189				3,275,922				3,272,194				3,275,229

---

 

		(in thousands)
		Three months ended September 30,								Nine months ended September 30,
		2019				2018				2019				2018
NET INCOME		$	2,418			$	1,786			$	6,517			$	5,785
OTHER COMPREHENSIVE INCOME (LOSS)
Unrealized gain (loss) on securities:
Unrealized holding gains (losses) during period			1,295				(1,100	)			6,005				(4,442	)
Reclassification adjustments for gains (losses) included in net income			(2	)			12				(2	)			6
Other comprehensive income (loss), before income taxes			1,293				(1,088	)			6,003				(4,436	)
Income tax expense (credit) related to items of other comprehensive income (loss)			272				(228	)			1,261				(931	)
Other comprehensive income (loss)			1,021				(860	)			4,742				(3,505	)
COMPREHENSIVE INCOME		$	3,439			$	926			$	11,259			$	2,280

---

 

		Common stock				Surplus				Retained earnings				Accumulated other comprehensive income (loss)				Treasury stock				Total
BALANCE AT DECEMBER 31, 2018		$	3,761			$	14,960			$	71,670			$	(1,764	)		$	(7,683	)		$	80,944
Comprehensive income:
Net income			-				-				6,517				-				-				6,517
Other comprehensive income			-				-				-				4,742				-				4,742
2,957 shares issued from treasury in connection with the Corporation's Employee Stock Purchase Plan			-				25				-				-				46				71
Stock option expense			-				188				-				-				-				188
Cash dividends declared, $0.39 per share			-				-				(1,277	)			-				-				(1,277	)
BALANCE AT SEPTEMBER 30, 2019		$	3,761			$	15,173			$	76,910			$	2,978			$	(7,637	)		$	91,185
BALANCE AT DECEMBER 31, 2017		$	3,761			$	14,783			$	64,994			$	(124	)		$	(7,710	)		$	75,704
Comprehensive loss:
Net income			-				-				5,785				-				-				5,785
Other comprehensive loss			-				-				-				(3,505	)			-				(3,505	)
1,715 shares issued from treasury in connection with the Corporation's Employee Stock Purchase Plan			-				13				-				-				27				40
Stock option expense			-				109				-				-				-				109
Cash dividends declared, $0.36 per share			-				-				(1,177	)			-				-				(1,177	)
Reclassification for accounting change			-				-				24				(24	)			-				-
BALANCE AT SEPTEMBER 30, 2018		$	3,761			$	14,905			$	69,626			$	(3,653	)		$	(7,683	)		$	76,956

		Common stock				Surplus				Retained earnings				Accumulated other comprehensive income (loss)				Treasury stock				Total
BALANCE AT JUNE 30, 2019		$	3,761			$	15,080			$	74,919			$	1,957			$	(7,663	)		$	88,054
Comprehensive income:
Net income			-				-				2,418				-				-				2,418
Other comprehensive income			-				-				-				1,021				-				1,021
1,680 shares issued from treasury in connection with the Corporation's Employee Stock Purchase Plan			-				16				-				-				26				42
Stock option expense			-				77				-				-				-				77
Cash dividends declared, $0.13 per share			-				-				(427	)			-				-				(427	)
BALANCE AT SEPTEMBER 30, 2019		$	3,761			$	15,173			$	76,910			$	2,978			$	(7,637	)		$	91,185
BALANCE AT JUNE 30, 2018		$	3,761			$	14,854			$	68,233			$	(2,793	)		$	(7,703	)		$	76,352
Comprehensive loss:
Net income			-				-				1,786				-				-				1,786
Other comprehensive loss			-				-				-				(860	)			-				(860	)
1,247 shares issued from treasury in connection with the Corporation's Employee Stock Purchase Plan			-				9				-				-				20				29
Stock option expense			-				42				-				-				-				42
Cash dividends declared, $0.12 per share			-				-				(393	)			-				-				(393	)
BALANCE AT SEPTEMBER 30, 2018		$	3,761			$	14,905			$	69,626			$	(3,653	)		$	(7,683	)		$	76,956

---

 

		(in thousands)
		Nine months ended September 30,
		2019				2018
CASH FLOWS FROM OPERATING ACTIVITIES		$	(2,330	)		$	2,397
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sales, calls and maturities of available-for-sale securities			34,830				34,696
Purchases of available-for-sale securities			(42,029	)			(33,817	)
Proceeds from sale of other real estate owned			68				31
Net increase in loans and leases			(11,252	)			(43,248	)
Purchases of premises and equipment			(495	)			(368	)
Net cash used in investing activities			(18,878	)			(42,706	)
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in deposits			40,032				29,969
Proceeds from other borrowings			-				25,000
Repayments of other borrowings			(6,443	)			(22,148	)
Proceeds from sale of treasury shares			71				40
Cash dividends paid			(1,277	)			(1,177	)
Net cash provided by financing activities			32,383				31,684
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS			11,175				(8,625	)
CASH AND CASH EQUIVALENTS
At beginning of period			16,475				27,274
At end of period		$	27,650			$	18,649
SUPPLEMENTAL CASH FLOW DISCLOSURES
Cash paid during the period for:
Interest		$	6,652			$	4,282
Federal income taxes		$	600			$	-
Non-cash investing activities:
Transfer of loans to other real estate owned		$	-			$	70
Change in net unrealized gain or loss on available-for-sale securities		$	6,003			$	(4,436	)

---

 

NOTE 1 – CONSOLIDATED FINANCIAL STATEMENTS

 

The consolidated financial statements of United Bancshares, Inc. and subsidiaries (the “Corporation”) have been prepared without audit and in the opinion of management reflect all adjustments (which include normal recurring adjustments) necessary to present fairly such information for the periods and dates indicated. Since the unaudited financial statements have been prepared in accordance with the instructions to Form 10-Q, they do not contain all information and footnotes typically included in financial statements prepared in conformity with generally accepted accounting principles. Operating results for the nine months ended September 30, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019. The balance sheet as of December 31, 2018 is derived from completed audited consolidated financial statements with footnotes, which are included in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2018.

 

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

  

 

NOTE 2 – NEW ACCOUNTING PRONOUNCEMENTS

 

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842).  The ASU requires a lessee to recognize on the balance sheet assets and liabilities for leases with lease terms of more than 12 months.  Consistent with current GAAP, the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee primarily will depend on its classification as a finance or operating lease.  Unlike prior GAAP, which required that only capital leases be recognized on the balance sheet, the ASC requires that both types of leases by recognized on the balance sheet.  For public companies, this update is effective for interim and annual periods beginning after December 15, 2018.  The adoption of ASU No. 2016-02 effective January 1, 2019 resulted in an increase to other assets and other liabilities of $2,168,000.  The Corporation chose the effective date as the date of initial application.  Consequently, prior period financial information has not been updated or restated.

 

In June 2016, the FASB issued ASU 2016-13, Financial Instruments Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The ASU requires an organization to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Financial institutions and other organizations will now use forward-looking information to better inform their credit loss estimates. Many of the loss estimation techniques applied today will still be permitted, although the inputs to those techniques will change to reflect the full amount of expected credit losses. Organizations will continue to use judgment to determine which loss estimation method is appropriate for their circumstances. Additionally, the ASU amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. For public companies, this update will be effective for interim and annual periods beginning after December 15, 2019. Management has developed four different models for calculating the allowance for loan losses under the requirements of ASU 2016-13 and are running them parallel to the Bank’s existing methodology throughout 2019.  Once management determines which method will be utilized, a third party will be contracted to perform a model validation prior to December 31, 2019. Management has not yet determined the expected impact the adoption of ASU 2016-13 will have on the consolidated financial statements.  On July 17, 2019, the FASB voted to issue a proposal for public comment that would potentially result in a postponement of the required implementation date for ASU 2016-13.  Management will continue to monitor any new developments regarding this possible delay.  On October 16, 2019, the FASB extended the implementation deadline until the fiscal year and interim periods beginning after December 15, 2022.  Management will continue to monitor any new developments regarding this accounting standard.

 

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

 

In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities. This ASU better aligns an entity’s risk management activities and financial reporting for hedging relationships through changes to both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results. The amendments in this ASU are effective for the reporting periods after December 15, 2018.  The Corporation adopted ASU No. 2017-12 effective January 1, 2019.  There was no significant impact to the consolidated financial statements as a result of the adoption of ASU 2017-12.

  

 

 

NOTE 3 - SECURITIES

 

The amortized cost and fair value of available-for-sale securities as of September 30, 2019 and December 31, 2018 are as follows:

 

 

A summary of gross unrealized gains and losses on available-for-sale securities as of September 30, 2019 and December 31, 2018 follows: 

 

  

  

 

NOTE 4 – LOANS AND LEASES

 

The following tables present the activity in the allowance for loan and lease losses by portfolio segment for the nine month periods ended September 30, 2019 and 2018:

 

  

 

The following tables present the balance in the allowance for loan and lease losses and the recorded investment in loans and leases by portfolio segment and based on impairment method as of September 30, 2019 and December 31, 2018:

  

 

 

 

  

The average recorded investment in impaired loans and leases (excluding loans and leases acquired with deteriorated credit quality) for the nine month period ended September 30, 2019 was $2,258,000 compared to $415,000 for the nine month period ended September 30, 2018. There was $369,000 of allowance for loan and lease losses specifically reserved as of September 30, 2019 for impaired loans compared to $59,000 as of September 30, 2018. Additionally, there was approximately $169,000 in interest income recognized by the Corporation on impaired loans and leases on an accrual or cash basis for the nine month period ended September 30, 2019 and $36,000 for the nine month period ended September 30, 2018.

 

The following table presents the recorded investment in nonaccrual loans and leases, loans and leases past due over 90 days still on accrual and troubled debt restructurings by class of loans as of September 30, 2019 and December 31, 2018. Nonaccrual loans primarily consist of smaller dollar homogenous loans that are collectively evaluated for impairment.

 

 

 

The following table presents the aging of the recorded investment in past due loans and leases as of September 30, 2019 and December 31, 2018 by class of loans and leases:

 

 

  

Credit Quality Indicators:

 

The Corporation categorizes loans and leases into risk categories based on relevant information about the ability of borrowers to service their debt, such as:  current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors.  The Corporation analyzes loans and leases individually by classifying the loans and leases as to the credit risk.  This analysis generally includes non-homogenous loans and leases, such as commercial and commercial real estate loans and leases. The Corporation uses the following definitions for risk ratings:

 

●	Pass: Loans and leases not meeting the previous criteria that are analyzed individually as part of the above described process are considered to be pass rated loans and leases.

 

●

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

 

●

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

 

●

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

 

The following table provides a summary of the loan portfolio risk grades, as applicable, based on the most recent analysis performed, as of September 30, 2019 and December 31, 2018. The Corporation risk rates all commercial and commercial real estate loans.

 

As of September 30, 2019 and December 31, 2018, and based on the most recent analysis performed, the risk category of loans by class of loans and leases is as follows:

 

 

 

The Corporation considers the performance of the loan and lease portfolio and its impact on the allowance for loan and lease losses. For all loan classes that are not rated, the Corporation also evaluates credit quality based on the aging status of the loan, which was previously presented, and by payment activity. Generally, all loans and leases not rated that are 90 days past due or are classified as nonaccrual and collectively evaluated for impairment, are considered nonperforming. The following table presents the recorded investment in all loans and leases that are not risk rated, based on payment activity as of September 30, 2019 and December 31, 2018:

 

  

Modifications:

 

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

 

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

  

There were two modifications for TDR loans and leases for which there was a payment default during the nine month period ended September 30, 2019. One note was modified and split into two separate notes, each with different payment structures, to comply with the bankruptcy plan.

 

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

  

 

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

 

 

 

 

There was no provision for loan and lease losses recognized during the nine month periods ended September 30, 2019 and 2018 related to the acquired loans as there was no significant change to the credit quality of the loans during the period.

 

 

 

NOTE 5 – OTHER BORROWINGS

 

Other borrowings consists of the following at September 30, 2019 and December 31, 2018: 

 

  

Federal Home Loan Bank borrowings are secured by Federal Home Loan Bank stock and eligible mortgage loans approximating $137,810,000 and $137,744,000 at September 30, 2019 and December 31, 2018 respectively.

 

 

 

NOTE 6 – JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURES

 

The Corporation has formed and invested $300,000 in a business trust, United (OH) Statutory Trust (“United Trust”) which is not consolidated by the Corporation. United Trust issued $10,000,000 of trust preferred securities, which are guaranteed by the Corporation, and are subject to mandatory redemption upon payment of the debentures. United Trust used the proceeds from the issuance of the trust preferred securities, as well as the Corporation’s capital investment, to purchase $10,300,000 of junior subordinated deferrable interest debentures issued by the Corporation. The debentures have a stated maturity date of March 26, 2033. As of March 26, 2008, and quarterly thereafter, the debentures may be shortened at the Corporation’s option. Interest is payable quarterly at a floating rate adjustable quarterly and equal to 315 basis points over the 3-month LIBOR, amounting to 5.26% at September 30, 2019 and 5.97% at December 31, 2018. The Corporation has the right, subject to events in default, to defer payments of interest on the debentures by extending the interest payment period for a period not exceeding 20 consecutive quarterly periods.

 

The Corporation assumed $3,093,000 of trust preferred securities through the OSB acquisition with $3,000,000 of the liability guaranteed by the Corporation and the remaining $93,000 secured by an investment in the trust preferred securities. The trust preferred securities carrying value as of September 30, 2019 and December 31, 2018 was $2,599,000 and $2,574,000, respectively. The difference between the principal owed and the carrying value is due to the below-market interest rate on the debentures. The debentures have a stated maturity date of April 23, 2034. Interest is at a floating rate adjustable quarterly and equal to 285 basis points over the 3-month LIBOR, amounting to 5.11% at September 30, 2019 and 5.33% at December 31, 2018.

 

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

 

Interest expense on the debentures amounted to $557,000 and $335,000 for the nine month periods ended September 30, 2019 and 2018, respectively, and is included in other borrowings interest expense in the accompanying consolidated statements of income.  

 

 

 

NOTE 7 - FAIR VALUE MEASUREMENTS

 

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

 

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

 

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

 

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

 

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

 

Financial assets (there were no financial liabilities) measured at fair value on a recurring basis at September 30, 2019 and December 31, 2018 include available-for-sale securities, which are valued using Level 2 inputs as well as mortgage servicing rights, amounting to $982,000 at September 30, 2019 and $1,313,000 at December 31, 2018, which are valued using Level 3 inputs. Financial assets measured at fair value on a nonrecurring basis at September 30, 2019 include loans classified as impaired totaling $2,643,000 compared to $1,331,000 at December 31, 2018. The increase was attributable to a larger commercial loan relationship added as impaired in the third quarter of 2019.

 

There were no financial instruments measured at fair value that moved to a lower level in the fair value hierarchy during the period ended September 30, 2019, due to the lack of observable quotes in inactive markets for those instruments at September 30, 2019.

 

  

The tables below present a reconciliation and income statement classification of gains and losses for mortgage servicing rights, which are measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the nine month period ended September 30, 2019 and for the year ended December 31, 2018:

 

  

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

 

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

 

Securities Available-for-Sale

 

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

 

  

Impaired Loans

 

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

 

Mortgage Servicing Rights

 

The Corporation records mortgage servicing rights at estimated fair value based on a discounted cash flow model which includes discount rates between 11% and 13%, in addition to prepayment, internal rate of return, servicing costs, inflation rate of servicing costs and earnings rate assumptions that are considered to be unobservable inputs. Due to the significance of the Level 3 inputs, mortgage servicing rights have been classified as Level 3.

 

Other Real Estate Owned

 

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

 

Certain other financial assets and financial liabilities are measured at fair value on a nonrecurring basis; that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances, for example, when there is evidence of impairment. Financial assets and financial liabilities, excluding impaired loans and other real estate owned, measured at fair value on a nonrecurring basis were not significant at September 30, 2019 and December 31, 2018.

  

  

 

NOTE 8 – FAIR VALUE OF FINANCIAL INSTRUMENTS

 

The carrying amounts and estimated fair values of recognized financial instruments at September 30, 2019 and December 31, 2018 were as follows:

 

 

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

 

There are also unrecognized financial instruments at September 30, 2019 and December 31, 2018 which relate to commitments to extend credit and letters of credit. The contract amount of such financial instruments amounted to $140,462,000 at September 30, 2019 and $147,526,000 at December 31, 2018. Such amounts are also considered to be the estimated fair values.

 

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

 

Cash and cash equivalents:

 

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

 

Securities:

 

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

 

Loans held for sale:

 

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

 

 

Loans and leases:

 

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

 

Mortgage servicing rights:

 

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

 

Deposit liabilities:

 

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

 

Other borrowings and junior subordinated deferrable interest debentures:

 

The fair value of other borrowings and junior subordinated deferrable interest debentures are determined using the net present value of discounted cash flows based on current borrowing rates for similar types of borrowing arrangements, and are obtained from an independent third party.

 

Other financial instruments:

 

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

 

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

  

 

 

NOTE 9 – STOCK OPTIONS

 

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

 

The Corporation has issued to date 33,352 options during 2016 at an exercise price of $19.32, 30,151 options during 2017 at an exercise price of $21.70, 31,267 options during 2018 at an exercise price of $23.30, and 33,853 options during 2019 at an exercise price of $22.97 under the Plan. Following is a summary of activity for stock options for the nine month periods ended September 30, 2019 and September 30, 2018: 

 

 

The options vest over a three-year period on the anniversary of the date of grant. At September 30, 2019, 51,624 options were vested compared to 20,601 options vested at September 30, 2018 and outstanding options had a weighted average remaining contractual term of 5.5 years.

 

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

 

 

Total compensation expense related to the stock options granted in 2016 is expected to be $209,000 and is being recognized ratably over the 36 month period beginning January 1, 2017. Total compensation expense related to the stock options granted in 2017, net of forfeitures, is expected to be $209,000 and is being recognized ratably over the 36 month period beginning August 1, 2017. Total compensation expense related to the stock options granted in 2018 is expected to be $246,000 and is being recognized ratably over the 36 month period beginning September 1, 2018. Total compensation expense related to the stock options granted in 2019 is expected to be $263,000 and is being recognized ratably over the 36 month period beginning July 1, 2019. Stock option expense for outstanding awards amounted to $77,000 and $188,000 for the quarter and  nine months ended September 30, 2019, respectively. Stock option expense for outstanding awards amounted to $42,000 and $109,000 for the quarter and nine months ended September 30, 2018, respectively.

 

   

 

NOTE 10 – SUBSEQUENT EVENTS 

 

Management evaluated subsequent events through the date the consolidated financial statements were issued. Events or transactions occurring after September 30, 2019 but prior to when the consolidated financial statements were issued, that provided additional evidence about conditions that existed at September 30, 2019 have been recognized in the consolidated financial statements for the period ended September 30, 2019. Events or transactions that provided evidence about conditions that did not exist at September 30, 2019 but arose before the financial statements were issued have not been recognized in the consolidated financial statements for the period ended September 30, 2019.

 

On October 15, 2019, the Corporation's Board of Directors approved a cash dividend of $0.13 per common share payable December 16, 2019 to shareholders of record at the close of business on November 29, 2019.