United Bancshares, Inc. (UBOH) - Description of business
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The Corporation is Subject to Interest Rate Risk The Corporations earnings and cash flows are largely dependent upon its net interest income. Net interest income is the difference between interest income earned on interest-earning assets such as loans and securities and interest expense paid on interest-bearing liabilities such as deposits and borrowed funds. Interest rates are highly sensitive to many factors that are beyond the Corporations control, including general economic conditions and policies of various governmental and regulatory agencies and, in particular, the Board of Governors of the Federal Reserve System. Changes in monetary policy, including changes in interest rates, could influence not only the interest the Corporation receives on loans and securities and the amount of interest it pays on deposits and borrowings, but such changes could also affect (i) the Corporations ability to originate loans and obtain deposits, (ii) the fair value of the Corporations financial assets and liabilities, and (iii) the average duration of the Corporations mortgage-backed securities portfolio. If the interest rates paid on deposits and other borrowings increase at a faster rate than the interest rates received on loans and other investments, the Corporations net interest income, and therefore earnings, could be adversely affected. Earnings could also be adversely affected if the interest rates received on loans and other investments fall more quickly than the interest rates paid on deposits and other borrowings.Although management believes it has implemented effective asset and liability management strategies, to reduce the potential effects of changes in interest rates on the Corporations results of operations, any substantial, unexpected, prolonged change in market interest rates could have a material adverse effect on the Corporations financial condition and results of operations. The Corporation Is Subject To Lending RiskThere are inherent risks associated with the Corporations lending activities. These risks include, among other things, the impact of changes in interest rates and changes in the economic conditions in the markets where the Corporation operates as well as those across the State of Ohio and the United States. Increases in interest rates and/or weakening economic conditions could adversely impact the ability of borrowers to repay outstanding loans or the value of the collateral securing these loans. The Corporation is also subject to various laws and regulations that affect its lending activities. Failure to comply with applicable laws and regulations could subject the Corporation to regulatory enforcement action that could result in the assessment of significant civil monetary penalties against the Corporation.Although the Corporation does not have an inordinately large number of non-performing loans, an increase in non-performing loans could result in a net loss of earnings from these loans, an increase in the provision for possible loans losses and an increase in loan charge-offs, all of which could have a material adverse effect on the Corporations financial condition and results of operations. The Corporations Allowance for Loan Losses May Be InsufficientThe Corporation maintains an allowance for loan losses, which is a reserve established through a provision for loan losses charged to expense, that represents managements best estimate of probable losses that have been incurred within the existing portfolio of loans. The allowance, in the judgment of management, is necessary to reserve for estimated loan losses and risks inherent in the loan portfolio. The level of the allowance reflects managements continuing evaluation of industry concentrations; specific credit risks; loan loss experience; current loan portfolio quality; present economic, political and regulatory conditions and unidentified losses inherent in the current loan portfolio. The determination of the appropriate level of the allowance for loan losses inherently involves a high degree of subjectivity and requires the Corporation to make significant estimates of current credit risks and future trends, all of which may undergo material changes. Changes in economic conditions affecting borrowers, new information regarding existing loans, identification of additional problem loans and other factors, both within and outside of the Corporations control, may require an increase in the allowance for loan losses. In addition, bank regulatory agencies periodically review the Corporations allowance for loan losses and may require an increase in the provision for loan losses or the recognition of further loan charge-offs, based on judgments different than those of management. In addition, if charge-offs in future periods exceed the allowance for loan losses, the Corporation will need additional provisions to increase the allowance for loan losses. Any increases in the allowance for loan losses will result in a decrease in net income and, possibly, capital, and may have a material adverse effect on the Corporations financial condition and results of operations. The Corporation Is Subject To Environmental Liability Risk Associated With Lending ActivitiesA significant portion of the Corporations loan portfolio is secured by real property. During the ordinary course of business, the Corporation may foreclose on and take title to properties securing certain loans. In doing so, there is a risk that hazardous or toxic substances could be found on these properties. If hazardous or toxic substances are found, the Corporation may be liable for remediation costs, as well as for personal injury and property damage. Environmental laws may require the Corporation to incur substantial expenses and may materially reduce the affected propertys value or limit the Corporations ability to use or sell the affected property. In addition, future laws or more stringent interpretations or enforcement policies with respect to existing laws may increase the Corporations exposure to environmental liability. Although the Corporation may perform an environmental review before initiating any foreclosure action on real property, these reviews may not be sufficient to detect all potential environmental hazards. The remediation costs and any other financial liabilities associated with an environmental hazard could have a material adverse effect on the Corporations financial condition and results of operations. The Corporations Profitability Depends Significantly on Economic Conditions in the State of OhioThe Corporations success depends primarily on the general economic conditions of the State of Ohio and the specific local markets in which the Corporation operates. Unlike larger national or other regional banks that are more geographically diversified, the Corporation provides banking and financial services to customers primarily in Allen, Putnam, Wood, Sandusky and Van Wert counties. The local economic conditions in these areas have a significant impact on the demand for the Corporations products and services as well as the ability of the Corporations customers to repay loans, the value of the collateral securing loans and the stability of the Corporations deposit funding sources. A significant decline in general economic conditions, caused by inflation, recession, acts of terrorism, outbreak of hostilities or other international or domestic occurrences, unemployment, changes in securities markets or other factors could impact those local economic conditions and, in turn, have a material adverse effect on the Corporations financial condition and results of operations. The Corporation Operates in a Highly Competitive Industry and Market AreaThe Corporation faces substantial competition in all areas of its operations from a variety of different competitors, many of which are larger and may have more financial resources. Such competitors primarily include national, regional, and community banks within the various markets the Corporation operates. The Corporation also faces competition from many other types of financial institutions, including, without limitation, savings and loans, credit unions, finance companies, brokerage firms, insurance companies, factoring companies and other financial intermediaries. The financial services industry could become even more competitive as a result of legislative, regulatory and technological changes and continued consolidation. Banks, securities firms and insurance companies can merge under the umbrella of a financial holding company, which can offer virtually any type of financial service, including banking, securities underwriting, insurance (both agency and underwriting) and merchant banking. Also, technology has lowered barriers to entry and made it possible for non-banks to offer products and services traditionally provided by banks, such as automatic transfer and automatic payment systems. Many of the Corporations competitors have fewer regulatory constraints and may have lower cost structures. Additionally, due to their size, many competitors may be able to achieve economies of scale and, as a result, may offer a broader range of products and services as well as better pricing for those products and services than the Corporation can.The Corporations ability to compete successfully depends on a number of factors, including, among other things: · The ability to develop, maintain and build upon long-term customer relationships based on top quality service, high ethical standards and safe, sound assets. · The ability to expand the Corporations market position. · The scope, relevance and pricing of products and services offered to meet customer needs and demands. · The rate at which the Corporation introduces new products and services relative to its competitors. · Customer satisfaction with the Corporations level of service. · Industry and general economic trends.Failure to perform in any of these areas could significantly weaken the Corporations competitive position, which could adversely affect the Corporations growth and profitability, which, in turn, could have a material adverse effect on the Corporations financial condition and results of operations. The Corporation Is Subject To Extensive Government Regulation And SupervisionThe Corporation, primarily through its wholly owned subsidiary, The Union Bank Company, is subject to extensive federal and state regulation and supervision. Banking regulations are primarily intended to protect depositors funds, federal deposit insurance funds and the banking system as a whole, not shareholders. These regulations affect the Corporations lending practices, capital structure, investment practices, dividend policy and growth, among other things. Congress and federal regulatory agencies continually review banking laws, regulations and policies for possible changes. Changes to statutes, regulations or regulatory policies, including changes in interpretation or implementation of statutes, regulations or policies, could affect the Corporation in substantial and unpredictable ways. Such changes could subject the Corporation to additional costs, limit the types of financial services and products the Corporation may offer and/or increase the ability of non-banks to offer competing financial services and products, among other things. Failure to comply with laws, regulations or policies could result in sanctions by regulatory agencies, civil money penalties and/or reputational damage, which could have a material adverse effect on the Corporations business, financial condition and results of operations. While the Corporation has policies and procedures designed to prevent any such violations, there can be no assurance that such violations will not occur. The Corporations Controls and Procedures May Fail or be CircumventedManagement regularly reviews and updates the Corporations internal controls, disclosure controls and procedures, and corporate governance policies and procedures. Any system of controls, however well designed and operated, is based in part on certain assumptions and can provide only reasonable, not absolute, assurances that the objectives of the system are met. Any failure or circumvention of the Corporations controls and procedures or failure to comply with regulations related to controls and procedures could have a material adverse effect on the Corporations business, results of operations and financial condition. Corporation Relies On Dividends from Its Subsidiaries for Most of Its RevenueThe Corporation is a separate and distinct legal entity from its subsidiary. It receives substantially all of its revenue from dividends from its subsidiary. These dividends are the principal source of funds to pay dividends on the Corporations common stock, interest and principal on Uniteds debt, and other operating expenses. Various federal and/or state laws and regulations limit the amount of dividends that the Bank may pay to the Corporation. Also, the Corporations right to participate in a distribution of assets upon a subsidiarys liquidation or reorganization is subject to the prior claims of the subsidiarys creditors. In the event the Bank is unable to pay dividends to the Corporation, the Corporation may not be able to service debt, pay obligations or pay dividends on the Corporations common stock. The inability to receive dividends from the Bank could have a material adverse effect on the Corporations business, financial condition and results of operations. The Corporation May Not Be Able To Attract And Retain Skilled PeopleThe Corporations success depends, in large part, on its ability to attract and retain key people. Competition for the best people in most activities engaged in by the Corporation can be intense and the Corporation may not be able to hire people or to retain them. The unexpected loss of services of one or more of the Corporations key personnel could have a material adverse impact on the Corporations business because of their skills, knowledge of the Corporations market, years of industry experience and the difficulty of promptly finding qualified replacement personnel. The Corporations Information Systems May Experience an Interruption or Breach in SecurityThe Corporation relies heavily on communications and information systems to conduct its business. Any failure, interruption or breach in security of these systems could result in failures or disruptions in the Corporations customer relationship management, general ledger, deposit, loan and other systems. While the Corporation has policies and procedures designed to prevent or limit the effect of the failure, interruption or security breach of its information systems, there can be no assurance that any such failures, interruptions or security breaches will not occur or, if they do occur, that they will be adequately addressed. The occurrence of any failures, interruptions or security breaches of the Corporations information systems could damage the Corporations reputation, result in a loss of customer business, subject the Corporation to additional regulatory scrutiny, or expose the Corporation to civil litigation and possible financial liability, any of which could have a material adverse effect on the Corporations financial condition and results of operations. The Corporation Continually Encounters Technological ChangeThe financial services industry is continually undergoing rapid technological change with frequent introductions of new technology-driven products and services. The effective use of technology increases efficiency and enables financial institutions to better serve customers and to reduce costs. The Corporations future success depends, in part, upon its ability to address the needs of its customers by using technology to provide products and services that will satisfy customer demands, as well as to create additional efficiencies in the Corporations operations. Many of the Corporations competitors have substantially greater resources to invest in technological improvements. The Corporation may not be able to effectively implement new technology-driven products and services or be successful in marketing these products and services to its customers. Failure to successfully keep pace with technological change affecting the financial services industry could have a material adverse impact on the Corporations business and, in turn, the Corporations financial condition and results of operations. The Corporation Is Subject To Claims and Litigation Pertaining to Fiduciary ResponsibilityFrom time to time, customers make claims and take legal action pertaining to the Corporations performance of its fiduciary responsibilities. Whether customer claims and legal action related to the Corporations performance of its fiduciary responsibilities are founded or unfounded, if such claims and legal action are not resolved in a manner favorable to the Corporation they may result in significant financial liability and/or adversely affect the market perception of the Corporation and its products and services as well as impact customer demand for those products and services. Any financial liability or reputation damage could have a material adverse effect on the Corporations business, which, in turn, could have a material adverse effect on the Corporations financial condition and results of operations. Severe Weather, Natural Disasters, Acts of War Or Terrorism And Other External Events Could Significantly Impact The Corporations BusinessSevere weather, natural disasters, acts of war or terrorism and other adverse external events could have a significant impact on the Corporations ability to conduct business. Such events could affect the stability of the Corporations deposit base, impair the ability of borrowers to repay outstanding loans, impair the value of collateral securing loans, cause significant property damage, result in loss of revenue and/or cause the Corporation to incur additional expenses. Although management has established disaster recovery policies and procedures, the occurrence of any such event could have a material adverse effect on the Corporations business, which, in turn, could have a material adverse effect on the Corporations financial condition and results of operations.Risks Associated with the Corporations Common Stock The Corporations Stock Price Can Be VolatileStock price volatility may make it more difficult for you to resell your common stock when you want and at prices you find attractive. The Corporations stock price can fluctuate significantly in response to a variety of factors including, among other things: · Actual or anticipated variations in quarterly results of operations. · Recommendations by securities analysts. · Operating and stock price performance of other companies that investors deem comparable to the Corporation. · News reports relating to trends, concerns and other issues in the financial services industry. · Perceptions in the marketplace regarding the Corporation and/or its competitors. · New technology uses, or services offered, by competitors. · Significant acquisitions or business combinations, strategic partnerships, joint ventures or capital commitments by or involving the Corporation or its competitors. · Failure to integrate acquisitions or realize anticipated benefits from acquisitions. · Changes in government regulations. · Geopolitical conditions such as acts or threats of terrorism or military conflicts.General market fluctuations, industry factors and general economic and political conditions and events, such as economic slowdowns or recessions, interest rate changes or credit loss trends, could also cause the Corporations stock price to decrease regardless of operating results. An Investment in the Corporations Common Stock is NOT an Insured DepositThe Corporations common stock is not a bank deposit and, therefore, is not insured against loss by the Federal Deposit Insurance Corporation (FDIC), any other deposit insurance fund or by any other public or private entity. Investment in the Corporations common stock is inherently risky for the reasons described in this Risk Factors section and elsewhere in this report and is subject to the same market forces that affect the price of common stock in any company. As a result, if you acquire the Corporations common stock, you may lose some or all of your investment. The Corporations Articles of Incorporation and Regulations as well as Certain Banking Laws may have an Anti-Takeover EffectProvisions, of the Corporations articles of incorporation and regulations and federal banking laws, including regulatory approval requirements, could make it more difficult for a third party to acquire the Corporation, even if doing so would be perceived to be beneficial to the Corporations shareholders. The combination of these provisions effectively inhibits a non-negotiated merger or other business combination, which, in turn, could adversely affect the market price of the Corporations common stock.Risks Associated with the Corporations Industry The Earnings of Financial Services Companies are significantly affected by General Business and Economic ConditionsThe Corporations operations and profitability are impacted by general business and economic conditions in the United States and abroad. These conditions include short-term and long-term interest rates, inflation, money supply, political issues, legislative and regulatory changes, fluctuations in both debt and equity capital markets, broad trends in industry and finance, and the strength of the U.S. economy and the local economies in which the Corporation operates, all of which are beyond the Corporations control. Deterioration in economic conditions could result in an increase in loan delinquencies and non-performing assets, decreases in loan collateral values and a decrease in demand for the Corporations products and services, among other things, any of which could have a material adverse impact on the Corporations financial condition and results of operations. Financial Services Companies Depend on the Accuracy and Completeness of Information about Customers and CounterpartiesIn deciding whether to extend credit or enter into other transactions, the Corporation may rely on information furnished by or on behalf of customers and counterparties, including financial statements, credit reports and other financial information. The Corporation may also rely on representations of those customers, counterparties or other third parties, such as independent auditors, as to the accuracy and completeness of that information. Reliance on inaccurate or misleading financial statements, credit reports or other financial information could have a material adverse impact on the Corporations business and, in turn, the Corporations financial condition and results of operations. Consumers May Decide Not To Use Banks to Complete their Financial TransactionsTechnology and other changes are allowing parties to complete financial transactions that historically have involved banks through alternative methods. For example, consumers can now maintain funds that would have historically been held as bank deposits in brokerage accounts or mutual funds. Consumers can also complete transactions such as paying bills and/or transferring funds directly without the assistance of banks. The process of eliminating banks as intermediaries, known as disintermediation, could result in the loss of fee income, as well as the loss of customer deposits and the related income generated from those deposits. The loss of these revenue streams and the lower cost deposits as a source of funds could have a material adverse effect on the Corporations financial condition and results of operations.