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EX-31.2 - EXHIBIT 31.2 - UNITED BANCSHARES INC /PAex312.htm
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EX-32.1 - EXHIBIT 32.1 - UNITED BANCSHARES INC /PAex321.htm
EX-32.2 - EXHIBIT 32.2 - UNITED BANCSHARES INC /PAex322.htm


SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 10-Q
 
(Mark One)
 
 
  X  
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED June 30, 2015 OR
 
 
___
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ______________ TO _____________
 
UNITED BANCSHARES, INC.
 
(Exact name of registrant as specified in its charter)
 
0-25976
 
Commission File Number
Pennsylvania
23-2802415
(State or other jurisdiction of
(I.R.S. Employer
Incorporation or organization)
Identification No.)

30 S. 15th Street, Suite 1200, Philadelphia, PA
19102
(Address of principal executive office)
(Zip Code)
 
(215) 351-4600
 
(Registrant's telephone number, including area code)
 
N/A
 
(Former name, former address and former fiscal year, if changed since last report)
 
Indicate by check mark whether 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 twelve months (or such shorter period that the registrant was required to filed such reports), and (2) has been subject to such filing requirements for the past 90 day. Yes   X    No____
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Registration S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).        Yes   X    No____
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.  See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one)
Large accelerated filer___
Accelerated filer___
Non-accelerated filer__
Smaller Reporting Company    X   
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act. Yes_____ No    X   
 
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
 
 
 
1

 
 
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13, or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes _____ No _____  Not Applicable.
 
Applicable only to corporate issuers:
 
Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date.
 
United Bancshares, Inc. (sometimes herein also referred to as the “Company” or “UBS”) has two classes of capital stock authorized - 2,000,000 shares of $.01 par value Common Stock and 500,000 shares of $0.01 par value Series A Preferred Stock.
 
The Board of Directors designated a subclass of the common stock, Class B Common Stock, by filing of Articles of Amendment to its Articles of Incorporation on September 30, 1998.  This Class B Common Stock has all of the rights and privileges of Common Stock with the exception of voting rights.  Of the 2,000,000 shares of authorized Common Stock, 250,000 have been designated Class B Common Stock.  There is no market for the Common Stock.  As of August 13, 2015, the aggregate number of the shares of the Registrant’s Common Stock issued was 826,921.
 
The Series A Preferred Stock consists of 500,000 authorized shares of stock of which 250,000 have been designated as Series A Preferred stock of which 124,342 shares are issued as of August 13,  2015.


 
2

 

 
FORM 10-Q
 
 
UNITED BANCSHARES, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(Unaudited)
 
Assets:
 
June 30, 2015
   
December 31, 2014
 
Cash and due from banks
  $ 2,704,816     $ 1,919,494  
Interest-bearing deposits with banks
    310,411       310,088  
Federal funds sold
    5,307,000       1,007,000  
   Cash and cash equivalents
    8,322,227       3,236,582  
                 
Investment securities available-for-sale, at fair value
    7,466,244       8,539,892  
                 
Loans held for sale
    2,924,173       6,160,183  
                 
Loans held at fair value
    1,489,535       628,750  
                 
Loans, net of unearned discounts and deferred fees
    36,686,522       40,861,890  
Less allowance for loan losses
    (595,718 )     (734,567 )
   Net loans
    36,090,804       40,127,323  
 
Bank premises and equipment, net
    509,252       549,466  
Accrued interest receivable
    231,180       249,571  
Other real estate owned
    757,043       563,543  
Prepaid expenses and other assets
    586,802       408,956  
   Total assets
  $ 58,377,260     $ 60,464,266  
 
Liabilities and Shareholders’ Equity
               
 
Liabilities:
               
Demand deposits, noninterest-bearing
  $ 15,404,464     $ 14,984,387  
Demand deposits, interest-bearing
    12,993,626       13,738,476  
Savings deposits
    11,678,718       12,091,282  
Time deposits, under $100,000
    5,660,950       6,533,300  
Time deposits, $100,000 and over
    9,267,036       9,614,868  
   Total deposits
    55,004,794       56,962,313  
 
Accrued interest payable
    14,154       16,253  
Accrued expenses and other liabilities
    302,224       305,060  
   Total liabilities
    55,321,172       57,283,626  
                 
Shareholders’ equity:
               
Series A preferred stock, noncumulative, 6%, $0.01 par value,
500,000 shares authorized; 124,342 issued and outstanding at June 30, 2015 and 136,842 issued and outstanding at December 31, 2014
      1,243         1,368  
Common stock, $0.01 par value; 2,000,000 shares authorized;
               
826,921 issued and outstanding at June 30, 2015 and 876,921 issued and    outstanding at December 31, 2014
    8,269       8,769  
Class B Non-voting common stock; 250,000 shares authorized; $0.01 par value;
               
   191,667 issued and outstanding at December 31, 2014
    -       1,917  
Additional paid-in-capital
    14,752,394       14,749,852  
Accumulated deficit
    (11,671,362 )     (11,568,043 )
Accumulated other comprehensive loss
    (34,456 )     (13,223 )
   Total shareholders’ equity
    3,056,088       3,180,640  
   Total liabilities and shareholders’ equity
  $ 58,377,260     $ 60,464,266  

The accompanying notes are an integral part of these statements.

 
4


UNITED BANCSHARES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
 (Unaudited)
 
   
Three Months ended
June 30, 2015
   
Three Months ended
June 30, 2014
   
Six Months ended
June 30, 2015
   
Six Months ended
June 30, 2014
 
Interest income:
                       
   Interest and fees on loans
  $ 582,012     $ 638,877     $ 1,244,690     $ 1,286,163  
   Interest on investment securities
    44,843       58,857       92,591       119,792  
   Interest on federal funds sold
    2,968       2,236       4,259       4,573  
   Interest on time deposits with other banks
    164       164       326       2,987  
      Total interest income
    629,987       700,134       1,341,866       1,413,515  
                                 
Interest expense:
                               
   Interest on time deposits
    9,837       9,728       19,792       19,503  
   Interest on demand deposits
    6,162       6,750       12,279       13,351  
   Interest on savings deposits
    1,465       1,571       2,937       3,146  
      Total interest expense
    17,464       18,049       35,008       36,000  
      Net interest income
    612,523       682,085       1,306,858       1,377,515  
      (Credit) provision for loan losses
    (40,000 )     30,000       (100,000 )     70,000  
                                 
     Net interest income after provision for loan losses
    652,523       652,085       1,406,858       1,307,515  
                                 
Noninterest income:
                               
   Customer service fees
    139,274       102,163       235,552       197,975  
   ATM fee income
    31,745       45,292       63,149       87,247  
   Gain on sale of loans
    -       -       473,706       -  
   Loss on sale of other real estate
    (2,289 )     -       (2,289 )     -  
   Net change in fair value of financial instruments
    32,143       (2,579 )     (238,431 )     (2,579 )
   Loan syndication fees
    85,000       87,550       85,000       87,550  
   Other income
    21,633       19,644       26,610       52,886  
      Total noninterest income
    307,506       252,070       643,297       423,079  
                                 
Noninterest expense:
                               
   Salaries, wages and employee benefits
    404,366       396,901       803,379       813,990  
   Occupancy and equipment
    249,740       241,978       502,244       496,503  
   Office operations and supplies
    81,922       69,854       150,382       133,977  
   Marketing and public relations
    8,337       18,846       26,189       37,270  
   Professional services
    74,964       74,534       165,415       146,140  
   Data processing
    89,615       107,029       187,087       219,871  
   Other real estate expense
    (23,182 )     24,573       (63,214 )     37,156  
   Loan and collection costs
    46,490       20,272       103,771       38,928  
   Deposit insurance assessments
    34,200       38,000       66,400       72,000  
   Other operating
    111,526       115,114       211,598       158,958  
      Total noninterest expense
    1,077,978       1,107,101       2,153,251       2,154,793  
      Net loss before income taxes
    (117,949 )     (202,946 )     (103,096 )     (424,199 )
Provision for income taxes
    -       -       -       -  
      Net loss
  $ (117,949 )   $ (202,946 )   $ (103,096 )   $ (424,199 )
Net loss per common share—basic and diluted
  $ (0.14 )   $ (0.19 )   $ (0.10 )   $ (0.40 )
Weighted average number of common shares
    826,921       1,068,588       986,262       1,068,588  
Comprehensive loss:
                               
 Net loss
  $ (117,949 )   $ (202,946 )   $ (103,096 )   $ (424,199 )
 Unrealized (losses) gains on available for sale securities
    (78,421 )     131,690       (21,233 )     255,063  
  Total comprehensive loss
  $ (196,370 )   $ (71,256 )   $ (124,329 )   $ (169,136 )
                                 
The accompanying notes are an integral part of these statements.

 
5


UNITED BANCSHARES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Six Months Ended June 30,

   
2015
   
2014
 
             
Cash flows from operating activities:
           
Net loss
  $ (103,096 )   $ (424,199 )
   Adjustments to reconcile net loss to net cash
               
       provided by operating activities:
               
        (Credit)provision for loan losses
    (100,000 )     70,000  
        Amortization of premiums on investments
    9,083       11,724  
        Depreciation on fixed assets
    88,678       86,615  
        Net change in fair value of financial instruments
    238,431       2,579  
        Gain on sale of loans
    (473,706 )     -  
        Loss on sale of other real estate
    2,289       -  
        (Write-up) Write-down of other real estate owned
    (88,460 )     13,052  
        Proceeds from the sale of loans held-for-sale
    4,407,339       1,645,832  
        Loans originated for sale
    (1,823,367 )     -  
        (Increase) decrease in accrued interest receivable  and
               
          other assets
    (180,910 )     71,913  
        Increase (decrease) in accrued interest payable and
               
          other liabilities
    (4,937 )     (64,096 )
          Net cash provided by operating activities
    1,971,344       1,413,420  
                 
Cash flows from investing activities:
               
        Proceeds from maturity and principal reductions of
               
           available-for-sale investment securities
    1,064,615       156,613  
        Purchase of securities available-for-sale
    (49 )     -  
        Proceeds from sale of other real estate
    40,913       -  
        Net decrease (increase) in loans
    4,014,805       (643,154 )
        Purchase of bank premises and equipment
    (48,464 )     (24,965 )
Net cash provided by (used in) investing activities
    5,071,820       (511,506 )
 
               
Cash flows from financing activities:
               
        Net decrease in deposits
    (1,957,519 )     (882,133 )
        Net cash used in financing activities
    (1,957,519 )     (882,133 )
 
       Net increase in cash and cash equivalents
    5,085,645       19,781  
 
Cash and cash equivalents at beginning of period
    3,236,582       5,789,778  
 
Cash and cash equivalents at end of period
  $ 8,322,227     $ 5,809,559  
 
Supplemental disclosure of cash flow information:
               
        Cash paid during the period for interest
  $ 37,107     $ 35,320  
        Noncash transfer of loans to other real estate
  $ 148,241     $ -  
 
The accompanying notes are an integral part of these statements.
 
 
6


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(unaudited)
 
1. Significant Accounting Policies
 
United Bancshares, Inc. (the "Company") is a bank holding company registered under the Bank Holding Company Act of 1956.  The Company's principal activity is the ownership and management of its wholly owned subsidiary, United Bank of Philadelphia (the "Bank").

During interim periods, the Company follows the accounting policies set forth in its Annual Report on Form 10-K filed with the Securities and Exchange Commission.  Readers are encouraged to refer to the Company's Form 10-K for the fiscal year ended December 31, 2014 when reviewing this Form 10-Q.  Quarterly results reported herein are not necessarily indicative of results to be expected for other quarters.

In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments (consisting of normal recurring adjustments) considered necessary to present fairly the Company's consolidated financial position as of June 30, 2015 and December 31, 2014 and the consolidated results of its operations and its cash flows for the three and six months ended June 30, 2015 and 2014.

Management’s Use of Estimates
The preparation of the financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP) requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes.  Actual results could differ from those estimates.  Material estimates which are particularly susceptible to significant change in the near term relate to the fair value of investment securities, the determination of the allowance for loan losses, the fair value of loans held at fair value, valuation allowance for deferred tax assets, the carrying value of other real estate owned, the determination of other than temporary impairment for securities.

Commitments
In the general course of business, there are various outstanding commitments to extend credit, such as letters of credit and un-advanced loan commitments, which are not reflected in the accompanying financial statements. Management does not anticipate any material losses as a result of these commitments.

Contingencies
The Company is from time to time a party to routine litigation in the normal course of its business. Management does not believe that the resolution of any such litigation will have a material adverse effect on the financial condition or results of operations of the Company. However, the ultimate outcome of any such litigation, as with litigation generally, is inherently uncertain and it is possible that some litigation matters may be resolved adversely to the Company.

Loans Held for Sale
From time to time, the Bank originates SBA loans for which the guaranteed portion is intended to be sold within a short period of time in the secondary market.  These loans are carried at estimated fair value based on a loan-by-loan valuation using actual market bids in accordance with the irrevocable option permitted under Accounting Standards Codification (“ASC”) 825-10-25 Financial Instruments. 

Loans Held at Fair Value
The Bank originates SBA loans for which the un-guaranteed portion is retained after the guaranteed portion is sold in the secondary market.  Management has elected to carry these loans at fair value.  Fair value of these loans is estimated based on the present value of future cashflows for each asset based on their unique characteristics, market-based assumptions for prepayment speeds, discount rates, default and voluntary prepayments as well as assumptions for losses and recoveries.

 
7


Loans
The Bank has both the positive intent and ability to hold the majority of its loans to maturity.  These loans are stated at the amount of unpaid principal, reduced by net unearned discount and an allowance for loan losses.  Interest income on loans is recognized as earned based on contractual interest rates applied to daily principal amounts outstanding and accretion of discount.

Allowance for Loan Losses
The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses.  Loans that are determined to be uncollectible are charged against the allowance account, and subsequent recoveries, if any, are credited to the allowance.  When evaluating the adequacy of the allowance, an assessment of the loan portfolio will typically include changes in the composition and volume of the loan portfolio, overall portfolio quality and past loss experience, review of specific problem loans, current economic conditions which may affect borrowers’ ability to repay, and other factors which may warrant current recognition.  Such periodic assessments may, in management’s judgment, require the Bank to recognize additions or reductions to the allowance.

Various regulatory agencies periodically review the adequacy of the Bank’s allowance for loan losses as an integral part of their examination process.  Such agencies may require the Bank to recognize additions or reductions to the allowance based on their evaluation of information available to them at the time of their examination.  It is reasonably possible that the above factors may change significantly and, therefore, affects management’s determination of the allowance for loan losses in the near term.

The allowance consists of specific and general components. The specific component relates to loans that are classified as impaired.  For those loans that are classified as impaired, an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan.  The general component covers non-impaired loans and is based on historical charge-off experience, other qualitative factors, and adjustments made to the allowance for pools of loans after an assessment of internal or external influences on credit quality that are not fully reflected in the historical loss or risk rating data.  The Bank does not allocate reserves for unfunded commitments to fund lines of credit.
 
A loan is considered impaired when, based on current information and events, it is probable that the Bank 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.  The Bank will identify and assess loans that may be impaired through any of the following processes:
 
 
·
During regularly scheduled meetings of the Asset Quality Committee
 
·
During regular reviews of the delinquency report
 
·
During the course of routine account servicing, annual review, or credit file update
 
·
Upon receipt of verifiable evidence of a material reduction in the value of collateral to a level that creates a less than desirable Loan-to-Value ratio
 
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.
 
Large groups of smaller, homogeneous loans, including consumer installment and home equity loans, 1-4 family residential mortgages, and student loans are evaluated collectively for impairment. Accordingly, the Bank does not separately identify individual consumer and residential loans for impairment disclosures.

 
8


Non-accrual and Past Due Loans.
Loans are considered past due if the required principal and interest payments have not been received 30 days as of the date such payments were due.  The Bank generally places a loan on non-accrual status when interest or principal is past due 90 days or more.  If it otherwise appears doubtful that the loan will be repaid, management may place the loan on nonaccrual status before the lapse of 90 days. Interest on loans past due 90 days or more ceases to accrue except for loans that are well collateralized and in the process of collection.  When a loan is placed on nonaccrual status, previously accrued and unpaid interest is reversed out of income.  Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

Income Taxes
Under the liability method, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities.  Deferred tax assets are subject to management’s judgment based upon available evidence that future realization is more likely than not.   For financial reporting purposes, a valuation allowance of 100% of the net deferred tax asset has been recognized to offset the net deferred tax assets related to cumulative temporary differences and tax loss carryforwards.  If management determines that the Company may be able to realize all or part of the deferred tax asset in the future, an income tax benefit may be required to increase the recorded value of the net deferred tax asset to the expected realizable amount.
 
When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that ultimately would be sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more-likely-than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. The evaluation of a tax position taken is considered by itself and not offset or aggregated with other positions. Tax positions that meet the more-likely-than not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination.
 
Interest and penalties associated with unrecognized tax benefits, if any, would be recognized in income tax expense in the consolidated statements of operations.
 
2. Net Loss Per Share
The calculation of net loss per share follows:
 
   
Three Months Ended June 30, 2015
   
Three Months Ended June 30, 2014
   
Six Months Ended June 30, 2015
   
Six Months Ended June 30, 2014
 
Basic:
                       
Net loss available to common shareholders
  $ (117,949 )   $ (202,946 )   $ (103,096 )   $ (424,199 )
Average common shares outstanding-basic
    826,921       1,068,588       986,262       1,068,588  
Net loss per share-basic
  $ (0.14 )   $ (0.19 )   $ (0.10 )   $ (0.40 )
Diluted:
                               
Average common shares-diluted
    826,921       1,068,588       986,262       1,068,588  
Net loss per share-diluted
  $ (0.14 )   $ (0.19 )   $ (0.10 )   $ (0.40 )

Wells Fargo (formerly Wachovia Corporation) owned 241,666 shares of UBS Common Stock (50,000 voting shares); however, on February 18, 2015, Wells Fargo returned all shares (voting and non voting) for cancellation.
 
 
 
9

 
The preferred stock is non cumulative and the Company is restricted from paying dividends.  Therefore, no effect of the preferred stock is included in the loss per share calculations.
 
 3.Changes in Accumulated Other Comprehensive Income

The following table presents the changes in other comprehensive income:
 
   
Three Months Ended June 30, 2015
 
   
Before tax
   
 
   
Net of tax
 
(in (000’s)
 
Amount
   
Taxes
   
Amount
 
Unrealized loss on securities:
                 
Unrealized holding loss arising during period
  $ (104 )   $ 26     $ (78 )
Less: reclassification adjustment for gains (losses)
                       
    realized in net loss
    -       -       -  
Other comprehensive loss, net
  $ (104 )   $ 26     $ (78 )
       
   
Three Months Ended June 30, 2014
 
   
Before tax
           
Net of tax
 
(in (000’s)
 
Amount
   
Taxes
   
Amount
 
Unrealized gain on securities:
                       
Unrealized holding gain arising during period
  $ 198     $ (66 )   $ 132  
Less: reclassification adjustment for gains (losses)
                       
    realized in net loss
    -       -       -  
Other comprehensive income, net
  $ 198     $ (66 )   $ 132  
       
   
Six Months Ended June 30, 2015
 
   
Before tax
           
Net of tax
 
(in (000’s)
 
Amount
   
Taxes
   
Amount
 
Unrealized loss on securities:
                       
Unrealized holding loss arising during period
  $ (32 )   $ 11     $ (21 )
Less: reclassification adjustment for gains (losses)
                       
    realized in net loss
    -       -       -  
Other comprehensive loss, net
  $ (32 )   $ 11     $ (21 )
       
   
Six Months Ended June 30, 2014
 
   
Before tax
           
Net of tax
 
(in (000’s)
 
Amount
   
Taxes
   
Amount
 
Unrealized gain on securities:
                       
Unrealized holding gain arising during period
  $ 381     $ (126 )   $ 255  
Less: reclassification adjustment for gains (losses)
                       
    realized in net loss
    -       -       -  
Other comprehensive income, net
  $ 381     $ (126 )   $ 255  

4. New Authoritative Accounting Guidance
 
ASU 2014-04, Receivables — Troubled Debt Restructurings by Creditors (Subtopic 310-40): Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans Upon Foreclosure. ASU 2014-04 clarifies that an in substance repossession or foreclosure occurs and a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan, upon either (a) the creditor obtaining legal title to residential real estate property upon completion of a foreclosure or (b) the borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan though completion of a deed in lieu of foreclosure or through a similar legal agreement.  The amendments require interim and annual disclosure of both the amount of the foreclosed residential real estate property held by the creditor and the recorded investment in consumer mortgage loans collateralized by residential real estate property that are in the process of foreclosure. This guidance is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2014. The adoption of this amendment had no impact on the Company’s consolidated financial statements.
 
In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (ASU 2014-09), which supersedes nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP. The standard is effective for annual periods beginning after December 15, 2017, and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). We are currently evaluating the impact of our pending adoption of ASU 2014-09 on our consolidated financial statements and have not yet determined the method by which we will adopt the standard in 2018.
 
 
 
10


5.  Investment Securities

The following is a summary of the Company's investment portfolio: 
 
(In 000’s)
 
June 30, 2015
 
         
Gross
   
Gross
       
   
Amortized
   
Unrealized
   
unrealized
   
Fair
 
   
Cost
   
Gains
   
losses
   
Value
 
Available-for-sale:
                       
U.S. Government agency securities
  $ 3,347     $ -     $ (52 )   $ 3,295  
Government Sponsored Enterprises residential mortgage-backed securities
    4,041       42       (42 )     4,041  
Investments in money market funds
    130       -       -       130  
    $ 7,518     $ 42     $ (94 )   $ 7,466  
       
   
December 31, 2014
 
           
Gross
   
Gross
         
   
Amortized
   
Unrealized
   
Unrealized
   
Fair
 
   
Cost
   
Gains
   
Losses
   
Value
 
Available-for-sale:
                               
U.S. Government agency securities
  $ 4,097     $ -     $ (61 )   $ 4,036  
Government Sponsored Enterprises residential mortgage-backed securities
    4,333       60       (20 )     4,374  
Investments in money market funds
    130       -       -       130  
    $ 8,560     $ 60     $ (81 )   $ 8,540  
                                 

The amortized cost and fair value of debt securities classified as available-for-sale by contractual maturity as of June 30, 2015, are as follows:

(In 000’s)
 
Amortized Cost
   
Fair Value
 
Due in one year
  $ -     $ -  
Due after one year through five years
    -       -  
Due after five years through ten years
    3,347       3,295  
Government Sponsored Enterprises residential mortgage-backed securities
    4,041       4,041  
 Total debt securities
    7,388       7,336  
 Investments in money market funds
    130       130  
    $ 7,518     $ 7,466  
 
Expected maturities will differ from contractual maturities because the issuers of certain debt securities have the right to call or prepay their obligations without any penalties.
 
The table below indicates the length of time individual securities have been in a continuous unrealized loss position at June 30, 2015:
 
   
Number
   
Less than 12 months
   
12 months or longer
   
Total
 
Description of
 
Of
   
Fair
   
Unrealized
   
Fair
   
Unrealized
   
Fair
   
Unrealized
 
Securities
 
Securities
   
Value
   
Losses
   
Value
   
losses
   
value
   
Losses
 
 
                                         
U.S. Government
agency securities
    11     $ 2,455     $ (43 )   $ 590     $ (9 )   $ 3,045     $ (52 )
 
                                                       
Government Sponsored Enterprises residential mortgage-backed securities
    9       2,050       (29 )     228       (13 )     2,277       (42 )
 
                                                       
Total temporarily
impaired investment
securities
    20     $ 4,504     $ 72     $ 818     $ (20 )   $ 5,322     $ (94 )
 


 
11



 
The table below indicates the length of time individual securities have been in a continuous unrealized loss position at December 31, 2014:
 
   
Number
   
Less than 12 months
   
12 months or longer
   
Total
 
Description of
 
of
   
Fair
   
Unrealized
   
Fair
   
Unrealized
   
Fair
   
Unrealized
 
Securities
 
securities
   
Value
   
Losses
   
Value
   
losses
   
value
   
Losses
 
U.S. Government
agency securities
    13     $ 246     $ (4 )   $ 3,290     $ (57 )   $ 3,536     $ (61 )
                                                         
Government Sponsored Enterprises residential mortgage-backed
securities
    6       -       -       1,440       (20 )     1,440     $ (20 )
                                                         
Total temporarily
impaired investment
securities
    19     $ 246     $ (4 )   $ 4,730     $ (77 )   $ 4,976     $ (81 )
 
Government Sponsored Enterprises residential mortgage-backed securities. Unrealized losses on the Company’s investment in Government Sponsored Enterprises residential mortgage-backed securities were caused by market interest rate increases. The Company purchased those investments at a discount relative to their face amount, and the contractual cash flows of those investments are guaranteed by an agency of the U.S. government. Accordingly, it is expected that the securities would not be settled at a price less than the amortized cost basis of the Company’s investments. Because the decline in fair value is attributable to changes in market interest rates and not credit quality, and because the Company does not intend to sell the investments and it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost basis, which may be maturity, the Company does not consider those investments to be other-than-temporarily impaired.
 
U.S. Government and Agency Securities. Unrealized losses on the Company's investments in direct obligations of U.S. government agencies were caused by market interest rate increases. The contractual terms of those investments do not permit the issuer to settle the securities at a price less than the amortized cost bases of the investments. Because the Company does not intend to sell the investments and it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost basis, which may be maturity, the Company does not consider those investments to be other-than-temporarily impaired.
 
The Company has a process in place to identify debt securities that could potentially have a credit impairment that is other than temporary.  This process involves monitoring late payments, pricing levels, downgrades by rating agencies, key financial ratios, financial statements, revenue forecasts and cash flow projections as indicators of credit issues.  On a quarterly basis, the Company reviews all securities to determine whether an other-than-temporary decline in value exists and whether losses should be recognized. The Company considers relevant facts and circumstances in evaluating whether a credit or interest rate-related impairment of a security is other than temporary. Relevant facts and circumstances considered include: (1) the extent and length of time the fair value has been below cost; (2) the reasons for the decline in value; (3) the financial position and access to capital of the issuer, including the current and future impact of any specific events and (4) for fixed maturity securities, the intent to sell a security or whether it is more likely than not the Company will be required to sell the security before the recovery of its amortized cost which, in some cases, may extend to maturity and for equity securities, the Company’s ability and intent to hold the security for a period of time that allows for the recovery in value.

6. Loans and Allowance for Loan Losses
The composition of the Bank’s loan portfolio is as follows:
(Dollars in thousands)
 
June 30,
2015
   
December 31,
2014
 
Commercial and industrial
  $ 4,089     $ 4,635  
Commercial real estate
    28,262       31,556  
Consumer real estate
    3,039       3,297  
Consumer loans other
    1,296       1,373  
           Total loans
  $ 36,686     $ 40,861  
 
 
 
12

 
The determination of the allowance for loan losses involves a higher degree of judgment and complexity than its other significant accounting policies. The allowance is the accumulation of three components that are calculated based on various independent methodologies that are based on management’s estimates.  The three components are as follows:
 
 
·
Specific Loan Evaluation Component – Includes the specific evaluation of impaired loans.  
 
 
·
Historical Charge-Off Component – Applies an eight-quarter rolling historical charge-off rate to all pools of non-classified loans.
 
 
·
Qualitative Factors Component – The loan portfolio is broken down into multiple homogenous sub classifications, upon which multiple factors (such as delinquency trends, economic conditions, concentrations, growth/volume trends, and management/staff ability) are evaluated, resulting in an allowance amount for each of the sub classifications. The sum of these amounts comprises the Qualitative Factors Component.
 
All of these factors may be susceptible to significant change.  During the six months ended June 30, 2015 the Bank did not change any of its qualitative factors in any segment of the loan portfolio.  In addition, the average historical loss factors were relatively unchanged as there were no charge-offs during the quarter. To the extent actual outcomes differ from management’s estimates, additional provisions for loan losses may be required that would adversely impact earnings in future periods.
 
The following table presents an analysis of the allowance for loan losses.
 
(in 000's)
  For the Three months ended June 30, 2015  
   
Commercial and industrial
   
Commercial real estate
   
Consumer real estate
   
Consumer loans
Other
   
Total
 
Beginning balance
  $ 344     $ 300     $ 21     $ 15     $ 680  
Provision (credit) for loan losses
    24       (64 )     -       -       (40 )
                                         
Charge-offs
    (48 )     -       -       (2 )     (50 )
Recoveries
    -       -       2       4       7  
Net (charge-offs) recoveries
    (48 )     -       2       2       (43 )
                                         
Ending balance
  $ 320     $ 236     $ 23     $ 17     $ 596  
 
(in 000's)
  For the Three months ended June 30, 2014  
   
Commercial and industrial
   
Commercial real estate
   
Consumer real estate
   
Consumer loans
Other
   
Total
 
Beginning balance
  $ 296     $ 297     $ 20     $ 13     $ 626  
Provision (credit) for loan losses
    1       (2 )     31       -       30  
                                         
Charge-offs
    -       -       -       (11 )     (11 )
Recoveries
    -       -       1       11       12  
Net recoveries
    -       -       1       -       1  
                                         
Ending balance
  $ 297     $ 295     $ 52     $ 13     $ 657  
 
(in 000's)
  For the Six months ended June 30, 2015  
   
Commercial and industrial
   
Commercial real estate
   
Consumer real estate
   
Consumer loans
 Other
   
Total
 
Beginning balance
  $ 403     $ 300     $ 20     $ 12     $ 735  
Provision (credit) for loan losses
    (36 )     (64 )     -               (100 )
                                         
Charge-offs
    (48 )     -       -       (14 )     (62 )
Recoveries
    1       -       3       19       23  
Net (charge-offs) recoveries
    (47 )     -       3       5       (39 )
                                         
Ending balance
  $ 320     $ 236     $ 23     $ 17     $ 596  
 
       
(in 000's)
  For the Six months ended June 30, 2014  
   
Commercial and industrial
   
Commercial real estate
   
Consumer real estate
   
Consumer loans
 Other
   
Total
 
Beginning balance
  $ 483     $ 280     $ 59     $ 17     $ 839  
Provision (credit) for loan losses
    65       15       (10 )     -       70  
                                         
Charge-offs
    (253 )     -       -       (18 )     (271 )
Recoveries
    2       -       3       14       19  
Net (charge-offs)recoveries
    (251 )     -       3       (4 )     (252 )
                                         
Ending balance
  $ 297     $ 295     $ 52     $ 13     $ 657  

 
 
13

 
 (in 000's)
  June 30, 2015  
   
Commercial and industrial
   
Commercial real estate
   
Consumer real estate
   
Consumer loans other
   
Total
 
                               
Period-end amount allocated to:
 
 
                         
   
 
                         
 Loans individually evaluated for impairment
  $ 220     $ 47     $ -     $ -     $ 267  
 Loans collectively  evaluated for impairment
    100       189       23       17       329  
    $ 320     $ 236     $ 23     $ 17     $ 596  
                                         
Loans, ending balance:
                                       
 Loans individually evaluated for impairment
  $ 383     $ 1,399     $ -     $ -     $ 1,782  
 Loans collectively  evaluated for impairment
    3,706       26,863       3,039       1,296       34,904  
Total
  $ 4,089     $ 28,262     $ 3,039     $ 1,296     $ 36,686  
                                         

    December 31, 2014  
   
Commercial and industrial
   
Commercial real estate
   
Consumer real estate
   
Consumer loans other
   
Total
 
                               
Period-end amount allocated to:
 
 
                         
   
 
                         
 Loans individually evaluated for impairment
  $ 247     $ 27     $ -     $ -     $ 274  
 Loans collectively  evaluated for impairment
    156       273       20       12       461  
    $ 403     $ 300     $ 20     $ 12     $ 735  
                                         
Loans, ending balance:
                                       
 Loans individually evaluated for impairment
  $ 382     $ 1,623     $ -     $ -     $ 2,005  
 Loans collectively  evaluated for impairment
    4,253       29,933       3,297       1,373       38,856  
Total
  $ 4,635     $ 31,566     $ 3,297     $ 1,373     $ 40,861  


 
14


Nonperforming and Nonaccrual and Past Due Loans
An age analysis of past due loans, segregated by class of loans, as of June 30, 2015 is as follows:
 
         
Accruing
                         
   
Loans
   
Loans 90 or
                         
(In 000's)
 
30-89 Days
   
More Days
         
Total Past
   
Current
       
   
Past Due
   
Past Due
   
Nonaccrual
   
Due Loans
   
Loans
   
Total Loans
 
Commercial and industrial:
                                   
     Commercial
  $ -     $ -     $ 243     $ 243     $ 2,245     $ 2,488  
     SBA loans
    -       -       -       -       156       156  
     Asset-based
    -       -       -       -       1,445       1,445  
        Total Commercial and industrial
    -       -       243       243       3,846       4,089  
                                                 
Commercial real estate:
                                               
     Commercial mortgages
    167       54       975       1,196       12,956       14,152  
     SBA loans
    -       -       112       112       405       517  
     Construction
    -       -       -       -       2,321       2,321  
     Religious organizations
    -       -       488       488       10,784       11,272  
         Total Commercial real estate
    167       54       1,575       1,796       26,466       28,262  
                                                 
Consumer real estate:
                                               
     Home equity loans
    73       126       360       559       444       1,003  
     Home equity lines of credit
    -       -       -       -       22       22  
     1-4 family residential mortgages
    55       -       75       130       1884       2,014  
         Total consumer real estate
    128       126       435       689       2,350       3,039  
                                                 
Total real estate
    295       180       2,010       2,485       28,799       31,301  
                                                 
Consumer and other:
                                               
     Consumer installment
    -       -       -       -       -       -  
     Student loans
    90       90       -       180       979       1,159  
     Other
    1       -       -       1       136       137  
         Total consumer and other
    91       90       -       181       1,115       1,296  
                                                 
         Total loans
  $ 386     $ 270     $ 2,253     $ 2,909     $ 33,751     $ 36,686  

An age analysis of past due loans, segregated by class of loans, as of December 31, 2014 is as follows:
 
         
Accruing
                         
   
Loans
   
Loans 90 or
                         
   
30-89 Days
   
More Days
         
Total Past
   
Current
       
(In 000's)
 
Past Due
   
Past Due
   
Nonaccrual
   
Due Loans
   
Loans
   
Total Loans
 
Commercial and industrial:
                                   
     Commercial
  $ -     $ -     $ 248     $ 248     $ 2,315     $ 2,563  
     SBA loans
    -       -       48       48       120       168  
     Asset-based
    -       -       -       -       1,904       1,904  
        Total Commercial and industrial
    -       -       296       296       4,339       4,635  
                                                 
Commercial real estate:
                                               
      Commercial mortgages
    17       83       985       1,085       14,385       15,470  
      SBA loans
    -       -       118       118       407       525  
     Construction
    -       -       -       -       3,423       3,423  
     Religious organizations
    -       -       520       520       11,618       12,138  
         Total Commercial real estate
    17       83       1,623       1,723       29,833       31,556  
                                                 
Consumer real estate:
                                               
     Home equity loans
    246       -       368       614       433       1,047  
     Home equity lines of credit
    -       -       -       -       22       22  
     1-4 family residential mortgages
    -       -       194       194       2,034       2,228  
         Total consumer real estate
    246       -       562       808       2,489       3,297  
                                                 
Total real estate
    263       83       2,185       2,531       32,322       34,853  
                                                 
Consumer and other:
                                               
     Consumer installment
    -       -       -       -       7       7  
     Student loans
    136       88       -       224       997       1,221  
     Other
    12       -       -       12       133       145  
         Total consumer and other
    148       88       -       236       1,137       1,373  
                                                 
         Total loans
  $ 411     $ 171     $ 2,481     $ 3,063     $ 37,798     $ 40,861  
 
 
 
15

 
Loan Origination/Risk Management.  The Bank has lending policies and procedures in place to maximize loan income within an acceptable level of risk.  Management reviews and approves these policies and procedures on a regular basis.  A reporting system supplements the review process by providing management with periodic reports related to loan origination, asset quality, concentrations of credit, loan delinquencies and non-performing and emerging problem loans.  Diversification in the portfolio is a means of managing risk with fluctuations in economic conditions.
 
Credit Quality Indicators.  For commercial loans, management uses internally assigned risk ratings as the best indicator of credit quality.  Each loan’s internal risk weighting is assigned at origination and updated at least annually and more frequently if circumstances warrant a change in risk rating.  The Bank uses a 1 through 8 loan grading system that follows regulatory accepted definitions as follows:

 
·
Risk ratings of “1” through “3” are used for loans that are performing and meet and are expected to continue to meet all of the terms and conditions set forth in the original loan documentation and are generally current on principal and interest payments.  Loans with these risk ratings are reflected as “Good/Excellent” and “Satisfactory” in the following table.
 
·
Risk ratings of “4” are assigned to “Pass/Watch” loans which may require a higher degree of regular, careful attention.  Borrowers may be exhibiting weaker balance sheets and positive but inconsistent cash flow coverage. Borrowers in this classification generally exhibit a higher level of credit risk and are not adversely classified and do not expose the Bank to sufficient risk to warrant adverse classification. Loans with this rating would not normally be acceptable as new credits unless they are adequately secured and/or carry substantial guarantors. Loans with this rating are reflected as “Pass” in the following table.
 
·
Risk ratings of “5” are assigned to “Special Mention” loans that do not presently expose the Bank to a significant degree of risks, but have potential weaknesses/deficiencies deserving Management’s closer attention.  If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the Bank’s credit position at some future date. No loss of principal or interest is envisioned.  Borrower is experiencing adverse operating trends, which potentially could impair debt, services capacity and may necessitate restructuring of credit.  Secondary sources of repayment are accessible and considered adequate to cover the Bank's exposure. However, a restructuring of the debt should result in
 
repayment.  The asset is currently protected, but is potentially weak.  This category may include credits with   inadequate loan agreements, control over the collateral or an unbalanced position in the balance sheet which has not reached a point where the liquidation is jeopardized but exceptions are considered material. These borrowers would have limited ability to obtain credit elsewhere.
 
·
Risk ratings of “6” are assigned to “Substandard” loans which are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Assets must have a well-defined weakness. They are characterized by the distinct possibility that some loss is possible if the deficiencies are not corrected. The borrower’s recent performance indicated an inability to repay the debt, even if restructured. Primary source of repayment is gone or severely impaired and the Bank may have to rely upon the secondary source. Secondary sources of repayment (e.g., guarantors and collateral) should be adequate for a full recovery. Flaws in documentation may leave the bank in a subordinated or unsecured position when the collateral is needed for the repayment.
 
·
Risk ratings of “7” are assigned to “Doubtful” loans which have all the weaknesses inherent in those classified “Substandard” with the added characteristic that the weakness makes the collection or liquidation in full, on the basis of current existing facts, conditions, and values, highly questionable and improbable.  The borrower's recent performance indicates an inability to repay the debt.  Recovery from secondary sources is uncertain.  The possibility of a loss is extremely high, but because of certain important and reasonably- specific pending factors, its classification as a loss is deferred.
 
·
Risk rating of “8” are assigned to “Loss” loans which are considered non-collectible and do not warrant classification as active assets.  They are recommended for charge-off if attempts to recover will be long term in nature.  This classification does not mean that an asset has no recovery or salvage value, but rather, that it is not practical or desirable to defer writing off the loss, although a future recovery may be possible.  Loss should always be taken in the period in which they surface and are identified as non-collectible as a result there is no tabular presentation.
 
For consumer and residential mortgage loans, management uses performing versus nonperforming as the best indicator of credit quality.  Nonperforming loans consist of loans that are not accruing interest (nonaccrual loans) as a result of principal or interest being in default for a period of 90 days or more or when the ability to collect principal and interest according to contractual terms is in doubt.  These credit quality indicators are updated on an ongoing basis.  A loan is placed on nonaccrual status as soon as management believes there is doubt as to the ultimate ability to collect interest on a loan, but no later than 90 days past due.
 
 
 
16


The tables below detail the Bank’s loans by class according to their credit quality indictors discussed above.

(In 000's)
 
Commercial Loans
June 30, 2015
 
   
Good/
Excellent
   
Satisfactory
   
Pass
   
Special Mention
   
Substandard
   
Doubtful
   
Total
 
                                           
                                           
         
 
                               
Commercial and industrial:
                                         
    Commercial
  $ 250     $ 1,322     $ 453     $ -     $ 330     $ 133     $ 2,488  
    SBA loans
    -       10       106       -       40       -       156  
    Asset-based
    -       1,274       125       -       46       -       1,445  
      250       2,606       684       -       416       133       4,089  
Commercial real estate:
                                                       
    Commercial mortgages
    -       11,794       701       55       1,286       316       14,152  
     SBA Loans
    -       238       167       -       112       -       517  
    Construction
    -       2,321       -       -       -       -       2,321  
    Religious organizations
    -       8,897       1,162       725       488       -       11,272  
      -       23,250       2,030       780       1,886       316       28,262  
                                                         
Total commercial loans
  $ 250     $ 25,856     $ 2,714     $ 780     $ 2,302     $ 449     $ 32,351  
 
   
Residential Mortgage
and Consumer Loans
June 30, 2015
   
Performing
   
Nonperforming
   
Total
 
 
                 
Consumer Real Estate:
                 
     Home equity
  $ 643     $ 360     $ 1,003  
     Home equity line of credit
    22       -       22  
     1-4 family residential mortgages
    1,939       75       2,014  
      2,604       435       3,039  
                         
Consumer Other:
                       
     Consumer Installment
    1,159       -       1,159  
     Student loans
    137       -       137  
     Other
    -       -       -  
      1,295       -       1,296  
                         
Total  consumer loans
  $ 3,900     $ 435     $ 4,335  
                         
Total loans
                     
36,686
 
 
17


 

(In 000's)
 
Commercial Loans,
December 31, 2014
 
   
Good/
Excellent
   
Satisfactory
   
Pass
   
Special Mention
   
Substandard
   
Doubtful
   
Total
 
 
                                         
Commercial and industrial:
                                         
    Commercial
  $ 300     $ 1,321     $ 474     $ 220     $ 113     $ 135     $ 2,563  
    SBA loans
    -       80       -       -       88       -       168  
    Asset-based
    -       1,734       124       -       46       -       1,904  
      300       3,135       598       220       247       135       4,635  
Commercial real estate:
                                                       
    Commercial mortgages
    -       13,024       724       57       1,348       317       15,470  
     SBA Loans
    -       237       170       -       118       -       525  
    Construction
    -       3,423       -       -       -       -       3,423  
    Religious organizations
    -       9,730       1,185       703       520       -       12,138  
      -       26,414       2,079       760       1,986       317       31,556  
                                                         
Total commercial loans
  $ 300     $ 29,549     $ 2,677     $ 980     $ 2,233     $ 452     $ 36,191  
                                                         
 
   
Residential Mortgage
and Consumer Loans
December 31, 2014
   
 
 
   
Performing
   
Nonperforming
   
Total
 
 
                 
Consumer Real Estate:
                 
     Home equity
  $ 679     $ 368     $ 1,047  
     Home equity line of credit
    22       -       22  
     1-4 family residential mortgages
    2,034       194       2,228  
      2,735       562       3,297  
                         
Consumer Other:
                       
     Consumer Installment
    7       -       7  
     Student loans
    1,221       -       1,221  
     Other
    145       -       145  
      1,373       -       1,373  
                         
Total  consumer loans
  $ 4,108     $ 562     $ 4,670  
                         
Total loans
                     
40,861
 
Impaired Loans. The Bank identifies a loan as impaired when it is probable that interest and principal will not be collected according to the contractual terms of the loan agreement. The Bank recognizes interest income on impaired loans under the cash basis when the collateral on the loan is sufficient to cover the outstanding obligation to the Bank.   If these factors do not exist, the Bank will record interest payments on the cost recovery basis.
 
In accordance with guidance provided by ASC 310-10, Accounting by Creditors for Impairment of a Loan, management employs one of three methods to determine and measure impairment: the Present Value of Future Cash Flow Method; the Fair Value of Collateral Method; or the Observable Market Price of a Loan Method.  To perform an impairment analysis, the Company reviews a loan’s internally assigned grade, its outstanding balance, guarantors, collateral, strategy, and a current report of the action being implemented. Based on the nature of the specific loans, one of the impairment methods is chosen for the respective loan and any impairment is determined, based on criteria established in ASC 310-10.
 
The Company makes partial charge-offs of impaired loans when the impairment is deemed permanent and is considered a loss.  Specific reserves are allocated to cover “other-than-permanent” impairment for which the underlying collateral value may fluctuate with market conditions.  There were no partial charge-offs.

 
18


Consumer real estate and other loans are not individually evaluated for impairment, but collectively evaluated, because they are pools of smaller balance homogeneous loans.
 
Impaired loans as of June 30, 2015 are set forth in the following table.
 
(In 000's)
 
Unpaid Contractual
   
Recorded
Investment
   
Recorded
Investment
   
Total
       
   
Principal
   
With No
   
With
   
Recorded
   
Related
 
   
Balance
   
Allowance
   
Allowance
   
Investment
   
Allowance
 
                               
Commercial and industrial:
                             
  Commercial
  $ 297     $ 125     $ 212     $ 297     $ 212  
  SBA Loans
    40       40       -       40       -  
  Asset-based
    46       -       46       46       8  
     Total commercial and industrial
    383       165       258       383       220  
                                         
Commercial real estate:
                                       
   Commercial mortgages
    1,051       409       390       799       41  
   SBA Loans
    112       -       112       112       6  
   Religious organizations
    488       488       -       488       -  
     Total commercial real estate
    1,651       1,222       502       1,399       47  
                                         
         Total loans
  $ 2,034     $ 1,387     $ 760     $ 1,782     $ 267  
 
Impaired loans as of December 31, 2014 are set forth in the following table.
 
(In 000's)
 
Unpaid Contractual
   
Recorded
Investment
   
Recorded
Investment
   
Total
       
   
Principal
   
With No
   
With
   
Recorded
   
Related
 
   
Balance
   
Allowance
   
Allowance
   
Investment
   
Allowance
 
                               
Commercial and industrial:
       
 
                   
     Commercial
  $ 501     $ 38     $ 210     $ 248     $ 199  
     SBA loans
    94       46       48       94       48  
     Asset-based
    40       40       -       40       -  
       Total commercial and industrial
    635       124       258       382       247  
                                         
Commercial real estate:
                                       
     Commercial mortgages
    985       616       369       985       27  
     SBA Loans
    118       118       -       118       -  
     Religious organizations
    520       520       -       520       -  
         Total commercial real estate
    1,623       1,254       369       1,623       27  
                                         
         Total loans
  $ 2,258     $ 1,378     $ 627     $ 2,005     $ 274  


 
19


The Bank recognizes interest income on impaired loans under the cash basis when the collateral on the loan is sufficient to cover the outstanding obligation to the Bank.   If these factors do not exist, the Bank will record interest payments on the cost recovery basis. The following tables present additional information about impaired loans.

             
(In 000's)
 
Three Months Ended
June 30, 2015
   
Three Months Ended
 June 30, 2014
 
   
Average
   
Interest recognized
   
Average
   
Interest recognized
 
   
Recorded
   
on impaired
   
Recorded
   
on impaired
 
   
Investment
   
Loans
   
Investment
   
Loans
 
                         
Commercial and industrial:
                       
     Commercial
  $ 201     $ -     $ 182     $ -  
     SBA  loans
    46       1       48       -  
     Asset-based
    73       1       -       -  
        Total commercial and industrial
    320       2       230       -  
                                 
Commercial real estate:
                               
     Commercial mortgages
    934       -       998       -  
     SBA loans
    113       -       125       -  
     Religious organizations
    487       -       617       -  
         Total commercial real estate
    1,534       -       1,740       -  
                                 
         Total loans
  $ 1,854     $ 2     $ 1,970     $ -  
                                 

             
(In 000's)
 
Six Months Ended
 June 30, 2015
   
Six Months Ended
 June 30, 2014
 
   
Average
   
Interest recognized
   
Average
   
Interest recognized
 
   
Recorded
   
on impaired
   
Recorded
   
on impaired
 
   
Investment
   
Loans
   
Investment
   
Loans
 
                         
Commercial and industrial:
                       
     Commercial
  $ 200     $ -     $ 269     $ -  
     SBA  loans
    46       2       48       -  
     Asset-based
    40       1       -       -  
        Total commercial and industrial
    286       3       317       -  
                                 
Commercial real estate:
                               
     Commercial mortgages
    896       -       875       -  
     SBA loans
    112       -       126       -  
     Religious organizations
    488       -       620       2  
         Total commercial real estate
    1,496       -       1,621       2  
                                 
         Total loans
  $ 1,782     $ 3     $ 1,938     $ 2  
                                 

Troubled debt restructurings (“TDRs”).  TDRs occur when a creditor, for economic or legal reasons related to a debtor’s financial condition, grants a concession to the debtor that it would not otherwise consider, such as a below market interest rate, extending the maturity of a loan, or a combination of both. The Company made modifications to certain loans in its commercial loan portfolio that included the term out of lines of credit to begin the amortization of principal.  The terms of these loans do not include any financial concessions and are consistent with the current market.  Management reviews all loan modifications to determine whether the modification qualifies as a troubled debt restructuring (i.e. whether the creditor has been granted a concession or is experiencing financial difficulties).  Based on this review and evaluation, none of the modified loans met the criteria of a troubled debt restructuring.  Therefore, the Company had no troubled debt restructurings at June 30, 2015 and December 31, 2014.
 
 
 
20

 
7. Other Real Estate Owned
 
Other real estate owned (“OREO”) consists of properties acquired as a result of deed in-lieu-of foreclosure and foreclosures. Properties or other assets are classified as OREO and are reported at the lower of carrying value or fair value, less estimated costs to sell. Costs relating to the development or improvement of assets are capitalized, and costs relating to holding the property are charged to expense. Activity in other real estate owned for the periods was as follows:
 
(in 000's)
 
Three Months Ended
   
Three Months Ended
   
Six Months Ended
   
Six Months Ended
 
   
June 30, 2015
   
June 30, 2014
   
June 30, 2015
   
June 30, 2014
 
                         
Beginning balance
  $ 708     $ 433     $ 564     $ 433  
Additions, transfers from loans
    59       -       148       -  
Sales
    (43 )             (43 )     -  
      726       -       669       -  
    Write-ups (downs)
    33       (13 )     88       (13 )
Ending Balance
  $ 757     $ 420     $ 757     $ 420  
 
The following schedule reflects the components of other real estate owned:
 
(in 000's)
 
June 30, 2015
   
December 31, 2014
 
Commercial real estate
  $ 335     $ 191  
Residential real estate
    422       373  
     Total
  $ 757     $ 564  
 
The following table details the components of net expense of other real estate owned:
 
   
Three Months Ended
   
Three Months Ended
   
Six Months Ended
   
Six Months Ended
 
(in 000's)
 
June 30, 2015
   
June 30, 2014
   
June 30, 2015
   
June 30, 2014
 
Insurance
  $ 4     $ 7     $ 8     $ 11  
Professional fees
    -       -       -       -  
Real estate taxes
    3       4       6       11  
Utilities
    1       1       1       2  
Other
    -       -       10       -  
Transfer-in write-up
    (31 )     -       (88 )     -  
Impairment charges (net)
    -       13       -       13  
    Total
  $ (23 )   $ 25     $ (63 )   $ 37  
 
8.  Fair Value
 
Fair Value Measurement
 
The Company uses fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. In accordance with the Fair Value Measurements and Disclosures topic of ASC 820, the fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for the Company's various financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument.
 
 
 
21

 
The fair value guidance in FASB ASC 820 provides a consistent definition of fair value, which focuses on exit price in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants at the measurement date under current market conditions. If there has been a significant decrease in the volume and level of activity for the asset or liability, a change in valuation technique or the use of multiple valuation techniques may be appropriate. In such instances, determining the price at which willing market participants would transact at the measurement date under current market conditions depends on the facts and circumstances and requires the use of significant judgment. The fair value is a reasonable point within the range that is most representative of fair value under current market conditions. In accordance with this guidance, the Company groups its assets and liabilities carried at fair value in three levels as follows:

Level 1
 
·
Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

Level 2
 
·
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, either directly or indirectly, for the term of the asset or liability (e.g., interest rates, yield curves, credit risks, prepayment speeds or volatilities) or “market corroborated inputs.”

Level 3
 
·
Prices or valuation techniques that require inputs that are both unobservable (i.e., supported by little or no market activity) and that are significant to the fair value of the assets or liabilities.
 
·
These assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

A financial instrument’s categorization within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement.
 
Fair Value on a Recurring Basis

Securities Available for Sale (“AFS”):  Where quoted prices are available in an active market, securities would be classified within Level 1 of the valuation hierarchy. Level 1 securities include highly liquid government bonds and mutual funds. If quoted market prices are not available, then fair values are estimated by using pricing models, quoted prices of securities with similar characteristics, or discounted cash flow models. Level 2 securities include U.S. agency securities and mortgage backed agency 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.
 
Loans Held for Sale. Fair values are estimated by using actual quoted market bids on a loan by loan basis.
 
Loans Held at Fair Value.  Fair values for loans for which the guaranteed portion is intended to be sold are estimated by using actual quoted market bids on a loan by loan basis. Fair values for the un-guaranteed portion of SBA loans are estimated based on the present value of future cashflows for each asset based on their unique characteristics, market-based assumptions for prepayment speeds, discount rates, default and voluntary prepayments as well as assumptions for losses and recoveries.

 
22


Assets on the consolidated balance sheets measured at fair value on a recurring basis are summarized below.
 
(in 000’s)
       
Fair Value Measurements at Reporting Date Using:
 
   
Assets Measured at Fair Value at June 30, 2015
   
Quoted Prices in Active Markets for Identical Assets (Level 1)
   
Significant Other Observable Inputs (Level 2)
   
Significant Unobservable Inputs (Level 3)
 
Investment securities available-for-sale:
                       
U.S. Government agency securities
  $ 3,295     $ -     $ 3,295     $ -  
Government Sponsored Enterprises residential mortgage-backed securities
    4,041       -       4,042       -  
Money Market Funds
    130       130       -       -  
Total
  $ 7,466     $ 130     $ 7,337     $ -  
Loans held for sale
  $ 2,946     $ -     $ 2,946     $ -  
Loans held at fair value
  $ 1,495     $ -     $ -     $ 1,495  
 
(in 000’s)
       
Fair Value Measurements at Reporting Date Using:
 
   
Assets/Liabilities Measured at Fair Value at
December 31, 2014
   
Quoted Prices in Active Markets for Identical Assets (Level 1)
   
Significant Other Observable Inputs
(Level 2)
   
Significant
Unobservable Inputs
(Level 3)
 
Investment securities available-for-sale:
                       
U.S. Government Agency securities
  $ 4,036     $ -     $ 4,036     $ -  
Government Sponsored Enterprises residential mortgage-backed securities
    4,374       -       4,374       -  
Money Market Funds
    130       130       -       -  
Total
  $ 8,540     $ 130     $ 8,410     $ -  
Loans held for sale
  $ 6,160     $ -     $ 6,160     $ -  
Loans held at fair value
  $ 629     $ -     $ -     $ 629  
 
The fair value of the Bank’s AFS securities portfolio was approximately $7,466,000 and $8,540,000 at June 30, 2015 and December 31, 2014, respectively. All the residential mortgage-backed securities were issued or guaranteed by the Government National Mortgage Association (“GNMA”), the Federal National Mortgage Association (“FNMA”) or the Federal Home Loan Mortgage Corporation (“FHLMC”).  The underlying loans for these securities are residential mortgages that are geographically dispersed throughout the United States.  The valuation of AFS securities using Level 2 inputs was primarily determined using the market approach, which uses quoted prices for similar instruments and all relevant information.  There were no transfers between Level 1 and Level 2 assets during the periods ended June 30, 2015 and 2014.
 
 
 
23


When estimating the fair value of Level 3 financial instruments, management uses various observable and unobservable inputs.  These inputs include estimated cashflows, prepayment speeds, average projected default rate and discount rates as follows:
 
(in 000’s)                    
Assets measured at fair value
 
June 30,
2015
Fair value
   
December 31,
2014
Fair Value
 
Principal
valuation techniques
Significant
observable inputs
June 30, 2015
Range of inputs
December 31, 2014
Range of inputs
Loans held at fair value:
  $ 1,495     $ 629  
Discounted cash flow
Constant prepayment rate
6.63% to 9.31%
7.58% to 8.52%
                   
Weighted average discount rate
7.42% to 9.47%
9.02% to 9.24%
                   
Weighted average life
3.51 yrs to 8.76 yrs
3.75 yrs to 4.25 yrs
 
Due to the inherent uncertainty of determining the fair value of assets that do not have a readily available market value, fair value as determined by management may fluctuate from period to period.
 
The following table summarizes additional information about assets measured at fair value on a recurring basis for which level 3 inputs were utilized to determine fair value:
 
(in 000’s)
 
Loans held at fair value
 
Balance at December 31, 2014
  $ 629  
Origination of loans
    1,820  
Principal repayments
    (486 )
Change in fair value of financial instruments
    (473 )
Balance at June 30, 2015
  $ 1,490  
 
Fair Value on a Nonrecurring Basis
 
Certain assets are not measured at fair value on a recurring basis but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment).  The following table presents the assets carried on the consolidated balance sheet by level within the hierarchy as of June 30, 2015 and December 31, 2014, for which a nonrecurring change in fair value has been recorded during the six months ended June 30, 2015 and year ended December 31, 2014.
 
Carrying Value at June 30, 2015:
 
(in 000’s)
 
 
 
Total
   
Quoted Prices in Active markets for Identical Assets
(Level 1)
   
Significant Other Observable Inputs
(Level 2)
   
Significant Unobservable Inputs
(Level 3)
   
Total fair value gain (loss) during 3 months ended
 
Impaired loans
  $ 1,513     $ -     $ -     $ 1,513     $ -  
Other real estate owned (“OREO”)
  $ 757     $ -     $ -     $ 757       88  

Carrying Value at December 31, 2014:
 
(in 000’s)
 
 
 
Total
   
Quoted Prices in Active markets for Identical Assets
(Level 1)
   
Significant Other Observable Inputs
(Level 2)
   
Significant Unobservable Inputs
 (Level 3)
   
Total fair value gain (loss) during 12 months ended
 
Impaired Loans
  $ 1,731     $ -     $ -     $ 1,731     $ (142 )
Other real estate owned (“OREO”)
  $ 564     $ -     $ -     $ 564     $ ( 13 )
 
 
 
24

 
The measured impairment for collateral dependent impaired loans is determined by the fair value of the collateral less estimated liquidation costs.  Collateral values for loans and OREO are determined by annual or more frequent appraisals if warranted by volatile market conditions, which may be discounted up to 10% based upon management’s review and the estimated cost of liquidation. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach.  Adjustments are routinely made on the appraisal process by the appraisers for differences between the comparable sales and income data available.  Such adjustments are usually significant and typically result in a Level 3 classification of the inputs for determining fair value. The valuation allowance for impaired loans is adjusted as necessary based on changes in the value of collateral as well as the cost of liquidation.  It is included in the allowance for loan losses in the consolidated statements of condition.
 
Fair Value of Financial Instruments
 
FASB ASC Topic 825 requires disclosure of the fair value of financial assets and financial liabilities, including those financial assets and financial liabilities that are not measured and reported at fair value on a recurring basis or non-recurring basis.
 
The following methods and assumptions were used by the Company in estimating its fair value disclosures for financial instruments:
 
Cash and cash equivalents: The carrying amounts reported in the statement of condition for cash and cash equivalents approximate those assets’ fair values.
 
Investment securities: Fair values for investment securities available-for-sale are as described above.  If quoted market prices are not available, fair values are based on quoted market prices of comparable instruments.
 
Loans held for sale:  Fair values for loans held for sale are estimated by using actual quoted market bids on a loan by loan basis.
 
Loans held at fair value: The fair value of loans held at fair value was estimated based on the present value of future cashflows for each asset based on their unique characteristics, market-based assumptions for prepayment speeds, default and voluntary prepayments as well as loan specific assumptions for losses and recoveries.
 
Loans (other than impaired loans): The fair value of loans was estimated using a discounted cash flow analysis, which considered estimated pre­payments, amortizations, and non performance risk.  Prepayments and discount rates were based on current marketplace estimates and rates.
 
 Accrued interest receivable:  The carrying amount of accrued interest receivable approximates fair value.
 
Deposit liabilities: The fair values disclosed for demand deposits (e.g., interest and noninterest checking, passbook savings, and certain types of money market accounts) are equal to the amounts payable on demand at the reporting date (e.g., their carrying amounts).  The carrying amounts for variable-rate, fixed-term money market accounts and certificates of deposit approximate the fair values at the reporting date.  Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation.  The Treasury yield curve was utilized for discounting cash flows as it approximates the average marketplace certificate of deposit rates across the relevant maturity spectrum.
 
Accrued interest payable:  The carrying amounts of accrued interest payable approximate fair value.
 
Commitments to extend credit: The carrying amounts for commitments to extend credit approximate fair value as such commitments are not substantially different from the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the present creditworthiness of the counterparts.  The carrying amount of accrued interest payable approximates fair market value.

 
25


The fair value of assets and liabilities are depicted below:
 
      June 30, 2015     December 31, 2014  
(in 000’s)
Level in
 
Carrying
   
Fair
   
Carrying
   
Fair
 
 
Value Hierarchy
 
Amount
   
Value
   
Amount
   
Value
 
(Dollars in thousands)
                         
Assets:
                         
Cash and cash equivalents
Level 1
  $ 8,322     $ 8,322     $ 3,237     $ 3,237  
Available for sale securities
(1)     7,466       7,466       8,540       8,540  
Loans held for sale
Level 2
    2,924       2,924       6,160       6,160  
Loans held at fair value
Level 3
    1,490       1,490       629       629  
Loans, net of allowance for loan losses
(2)     36,686       35,832       40,127       40,069  
Accrued interest receivable
Level 2
    231       231       250       250  
Liabilities:
                                 
Demand deposits
Level 2
    28,398       28,398       28,723       28,723  
Savings deposits
Level 2
    11,679       11,679       12,091       12,091  
Time deposits
Level 2
    14,928       14,939       16,148       16,157  
Accrued interest payable
Level 2
    14       14       16       16  
 
 
(1)
Level 1 for money market funds; Level 2 for all other securities.
 
(2)
Level 2 for non-impaired loans; Level 3 for impaired loans.

9. Regulatory
On January 31, 2012, the Bank entered into stipulations consenting to the issuance of Consent Orders with the Federal Deposit Insurance Corporation (“FDIC”) and the Pennsylvania Department of Banking (“Department”).  The material terms of the Consent Orders are identical.  The requirements and status of items included in the Consent Orders are as follows:
 
Requirement
 
Status
Increase participation of the Bank’s board of directors in the Bank’s affairs by having the board assume full responsibility for approving the Bank’s policies and objectives and for supervising the Bank’s management;
 
Board participation improved with attendance at board and committee meetings.
     
Have and retain qualified management, and notify the FDIC and the Department of any changes in the Bank’s board of directors or senior executive officers;
 
A management assessment was completed in June 2012 in conjunction with the required management review and written management plan with benchmarks for recommended enhancements.
     
Retain a bank consultant acceptable to the FDIC and the Department to develop a written analysis and assessment of the Bank’s management needs and thereafter formulate a written management plan;
 
An engagement letter from a qualified consultant was received and approved by the Bank’s regulators.  Upon acceptance, the review commenced in May 2012 and was completed in June 2012.
     
Formulate and implement written profit and budget plans for each year during which the orders are in effect;
 
Profit and budget plans have been prepared and submitted to regulators as required annually.
 
 
 
Develop and implement a strategic plan for each year during which the orders are in effect, to be revised annually;
 
An annual comprehensive strategic plan was prepared and submitted to regulators as required.
     
Develop a written capital plan detailing the manner in which the Bank will meet and maintain a ratio of Tier 1 capital to total assets (“leverage ratio”) of at least 8.5% and a ratio of qualifying total capital to risk-weighted assets (total risk-based capital ratio) of at least 12.5%, within a reasonable but unspecified time period;
 
A capital plan with quarterly benchmarks was prepared and submitted to regulators as required annually.
     
Formulate a written plan to reduce the Bank’s risk positions in each asset or loan in excess of $100,000 classified as “Doubtful” or “Substandard” at its regulatory examination;
 
A classified asset reduction plan with quarterly benchmarks measured against capital was prepared and submitted as required.
     
Eliminate all assets classified as “Loss” at its current regulatory examination;
 
All assets classified as “Loss” have been eliminated.
     
Revise the Bank’s loan policy to establish and monitor procedures for adherence to the loan policy and to eliminate credit administration and underwriting deficiencies identified at its current regulatory examination;
 
The Bank’s loan policy has been revised to include enhanced monitoring procedures and submitted as required.
     
Develop a comprehensive policy and methodology for determining the allowance for loan and lease losses;
 
The ALLL policy and methodology for determining the allowance for loan losses were submitted as required.
 
 
 
26

 
 
Requirement
 
Status
Develop an interest rate risk policy and procedures to identify, measure, monitor and control the nature and amount of interest rate risk the Bank takes;
 
The Bank’s interest rate risk policy and procedures were submitted to regulators as required.
     
Revise its liquidity and funds management policy and update and review the policy annually;
 
The Bank’s liquidity policy and contingency plan were submitted to regulators for review as required.
     
Refrain from accepting any brokered deposits;
 
The Bank did not accept brokered deposits.
     
Refrain from paying cash dividends without prior approval of the FDIC and the Department;
 
The Bank did not pay cash dividends.
     
Establish an oversight committee of the board of directors of the Bank with the responsibility to ensure the Bank’s compliance with the orders, and
 
An oversight committee consisting of three outside directors and one inside director was established and meets periodically to ensure compliance with the orders.
     
Prepare and submit quarterly reports to the FDIC and the Department detailing the actions taken to secure compliance with the orders.
 
Quarterly reports were prepared and submitted   as required.

The Orders will remain in effect until modified or terminated by the FDIC and the Department and do not restrict the Bank from transacting its normal banking business.  The Bank will continue to serve its customers in all areas including making loans, establishing lines of credit, accepting deposits and processing banking transactions.  Customer deposits remain fully insured to the highest limits set by the FDIC.  The FDIC and the Department did not impose or recommend any monetary penalties in connection with the Consent Orders.

 As of June 20, 2015 and December 31, 2014, the Bank’s tier one leverage capital ratio was 5.12% and 5.18%, respectively, and its total risk based capital ratio was 9.37% and 8.60%, respectively.   The net loss for the six months ended June 30, 2015 resulted in a decline in the tier one leverage ratio; however, the total risk based capital ratio increased because of the decrease in loans during the period that generally carry a higher risk weight than cash or investments.  Management has developed and submitted a Capital Plan that focuses on the following:

 
1.
Core Profitability from Bank operations—Core profitability is essential to stop the erosion of capital.
 
2.
External equity investments—an investment banker has been engaged to help the Bank generate external capital investments.

As a result of the above actions, management believes that the Bank has and will continue to attempt to comply with the terms and conditions of the Orders and will continue to operate as a going concern and an independent financial institution for the foreseeable future.

 
27



United Bancshares, Inc. (the "Company") is a bank holding company registered under the Bank Holding Company Act of 1956.  The Company's principal activity is the ownership and management of its wholly owned subsidiary, United Bank of Philadelphia (the "Bank").


Special Cautionary Notice Regarding Forward-looking Statements

Certain of the matters discussed in this document and the documents incorporated by reference herein, including matters discussed under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations” may constitute forward looking statements for the purposes of the Securities Act of 1933, as amended and the Securities Exchange Act of 1934, as amended, and may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of United Bancshares, Inc (“UBS”) to be materially different from future results, performance or achievements expressed or implied by such forward looking statements.  The words “expect,” “anticipate,” “intended,” “plan,” “believe,” “seek,” “estimate,” “may,” and similar expressions are intended to identify such forward-looking statements.  These forward looking statements include: (a) statements of goals, intentions and expectations; and (b) statements regarding business prospects, asset quality, credit risk, reserve adequacy and liquidity.  UBS’ actual results may differ materially from the results anticipated by the forward-looking statements due to a variety of factors, including without limitation: (a) the effects of future economic conditions on UBS and its customers, including economic factors which affect consumer confidence in the securities markets, wealth creation, investment and consumer saving patterns; (b) UBS interest rate risk exposure and credit risk; (c) changes in the securities markets with respect to the market values of financial assets and the stability of particular securities markets; (d) governmental monetary and fiscal policies, as well as legislation and regulatory changes; (e) changes in interest rates on the level and composition of deposits, loan demand, and the values of loan collateral and securities, as well as interest-rate risks; (f) changes in accounting requirements or interpretations; (g) the effects of competition from other commercial banks, thrifts, mortgage companies, consumer finance companies, credit unions securities brokerage firms, insurance companies, money-market and mutual funds and other financial institutions operating in the UBS’ trade market area and elsewhere including institutions operating locally, regionally, nationally and internationally, together with such competitors offering banking products and services by mail, telephone, computer and the internet; (h) any extraordinary events (such as the September 11, 2001 events), the war on terrorism and the U.S. Government’s response to those events or the U.S. Government becoming involved in a conflict in a foreign country including the war in Iraq; (i) the failure of assumptions underlying the establishment of reserves for loan losses and estimates in the value of collateral, and various financial assets and liabilities and technological changes being more difficult or expensive than anticipated; (j) UBS’ success in generating new business in its existing markets, as well as its success in identifying and penetrating targeted markets and generating a profit in those markets in a reasonable time; (k) UBS’ timely development of competitive new products and services in a changing environment and the acceptance of such products and services by its customers; (l) the recent downgrade , and any future downgrades, in the credit rating of the United States Government and federal agencies; (m) changes in technology being more expensive or difficult than expected; (n) the ability of key third party providers to perform their obligations to UBS and; (o) the Bank and UBS’ success in managing the risks involved in the foregoing, and (m) failure to comply with the Consent Orders with the FDIC and the Pennsylvania Department of Banking.

All written or oral forward-looking statements attributed to the Company are expressly qualified in their entirety by use of the foregoing cautionary statements.  All forward-looking statements included in this Report are based upon information presently available, and UBS assumes no obligation to update any forward-looking statement.
 

 
28


Overview
 
The Company reported a net loss of approximately $ 118,000 ($ 0.14 per common share) for the quarter ended June 30, 2015 compared to a net loss of approximately $203,000 ($0.19 per common share) for the same quarter in 2014. The Company reported a net loss of approximately $103,000 ($0.10 per common share) for the six months ended June 30, 2015 compared to a net loss of approximately $424,000 ($0.40 per common share) for the same period in 2014.  The improvement in financial performance is primarily related to the Bank’s SBA loan strategy as well as a reduction in the provision for loan losses.  Management remains committed to further improving the Company’s operating performance by continuing to implement its profit enhancement strategies that are centered on small business lending products and services.  The following actions are critical to ensure continued improvement in the Company’s financial performance:
 
 Increase Capital.  The critical importance of establishing and maintaining capital levels to support the Bank’s risk profile and growth is understood; however, capital continues to decline as a result of operating losses.  A concentrated effort will be made to stabilize and strengthen the Bank’s capital by the following:
 
 
·
Core Profitability from Bank operations—Core profitability is essential to stop the erosion of capital.  Refer to the Earnings Enhancement discussion below.
 
·
External equity investments—Potential investors will continue to be sought in 2015
 
Earnings enhancement plan. Management seeks to increase noninterest income and further reduce noninterest expense to achieve core earnings. The primary strategy continues to be to increase SBA loan origination and sell the guaranteed portion in the secondary market for a gain.   During the six months ended June 30, 2015, noninterest income totaling approximately $236,000 (including fair value adjustments) was recognized utilizing this strategy. At June 30, 2015, the pipeline of SBA loans was more than $6 million and continues to grow.
 
General improvement has been made in reducing and controlling noninterest expense; however, there was an increase in legal fees and loan and collection related costs as a result of foreclosure activity during the quarter.  Further, the Bank’s noninterest expense remains elevated when compared to its peer group.  The Bank continues to incur a higher level of professional service fees (audit and legal) because of its SEC filing requirements as a result of having in excess of 1,200 shareholders. While there has been some improvement in noninterest expense, management will continue to seek further savings and efficiencies, where possible.
 
Another challenge to increased earnings is the restriction on asset growth because of the Bank’s current capital levels; however, the net interest margin continues to be a significant source of strength. The low cost of funds is the primary contributing factor. Management will continue to balance asset growth with capital adequacy requirements.
 
 Manage asset quality to minimize credit losses and reduce collection costs. Asset quality trends showed some improvement during the quarter with a decline in nonperforming loans and delinquencies. Management will seek to make further progress by adhering to its underwriting standards as well as good customer relationship management practices.  In addition, proactive monitoring of the loan portfolio is essential to the identification of emerging problem credits and is performed during bi-weekly Asset Quality Committee meetings.   Forbearance, foreclosure and/or other appropriate collection methods will be used as necessary and may result in increased loan and collection expense. During the six months ended June 30, 2015, the Bank foreclosed collateral related to several non-performing loans and added approximately $200,000 to its other real estate owned portfolio.

Significant Accounting Policies
The preparation of consolidated financial statements requires management to make estimates and assumptions that affect the reported amount of assets and liabilities as of the dates of the balance sheets and revenues and expenditures for the periods presented.  Therefore, actual results could differ from these estimates.
 
The Company considers that the determination of the allowance for loan losses involves a higher degree of judgment and complexity than its other significant accounting policies.   The balance in the allowance for loan losses is determined based on management's review and evaluation of the loan portfolio in relation to past loss experience, the size and composition of the portfolio, current economic events and conditions, and other pertinent factors, including management's assumptions as to future delinquencies, recoveries and losses.   All of these factors may be susceptible to significant change.   To the extent actual outcomes differ from management’s estimates, additional provisions for loan losses may be required that would adversely impact earnings in future periods.
 
 
 
29

 
The Company’s significant accounting policies are presented in Note 1 to the  Company’s audited consolidated financial statements filed as part of the 2014 Annual Report on Form 10-K and in the footnotes to the Company’s unaudited financial statements filed as part of this Form 10-Q.

Selected Financial Data
The following table sets forth selected financial data for each of the following periods:
 
 
(Thousands of dollars, except per share data)
 
Quarter ended
June 30, 2015
   
Quarter ended
June 30, 2014
   
Six Months ended
June 30, 2015
   
Six Months ended
June 30, 2014
 
Statement of operations information:
                       
Net interest income
  $ 613     $ 682     $ 1,307     $ 1,377  
(Credit) provision for loan losses
    (40 )     30       (100 )     70  
Noninterest income
    308       252       643       423  
Noninterest expense
    1,078       1,107       2,153       2,155  
Net loss
    (118 )     (203 )     (103 )     (424 )
Net loss per share-basic and diluted
    (0.14 )     (0.19 )     (0.10 )     (0.40 )
                                 
Balance Sheet information:
 
June 30, 2015
   
December 31, 2014
                 
Total assets
  $ 58,377     $ 60,464                  
Loans, net
    36,090       40,127                  
Investment securities
    7,466       8,540                  
Deposits
    55,005       56,962                  
Shareholders' equity
    3,056       3,181                  
                                 
Ratios*:
 
Quarter ended
June 30, 2015
   
Quarter ended
June 30, 2014
                 
Return on assets
    (0.79 )%     (1.35 )%                
Return on equity
    (15.26 )     (25.57 )                
*annualized                                
 

 
30



Financial Condition

Sources and Uses of Funds
The financial condition of the Bank can be evaluated in terms of trends in its sources and uses of funds.  The comparison of average balances in the following table indicates how the Bank has managed these elements. Average funding uses decreased approximately $1,227,000, or 2.12% during the quarter ended June 30, 2015 compared to the quarter ended March 31, 2015. Average funding sources decreased approximately $619,000, or 1.10%, during the same quarter.
 
 
Sources and Uses of Funds Trends
(Thousands of Dollars, except
percentages)
                       
 
 
June 30, 2015
               
March 31, 2015
 
 
 
Average
   
Increase (Decrease)
   
Increase (Decrease)
   
Average
 
   
Balance
   
Amount
   
%
   
Balance
 
Funding uses:
                       
Loans
  $ 42,767     $ (3,962 )     (8.48 )%   $ 46,729  
    Investment Securities
    7,865       (317 )     (3.87 )     8,182  
Federal funds sold
    5,597       3,052       119.92       2,545  
Balances with other banks
    310       -       -       310  
Total  uses
  $ 56,539     $ (1,227 )           $ 57,766  
Funding sources:
                               
Demand deposits
                               
Noninterest-bearing
  $ 15,741     $ 478       3.13 %   $ 15,263  
Interest-bearing
    13,178       (173 )     (1.30 )     13,351  
Savings deposits
    12,086       (4 )     (0.03 )     12,090  
Time deposits
    14,886       (920 )     (5.82 )     15,806  
Total sources
  $ 55,891     $ (619 )           $ 56,510  

Loans
Average loans decreased by approximately $3,962,000, or 8.48%, during the quarter ended June 30, 2015. Funding activity during the quarter exceeded $1.5 million but was offset by payoffs and sale activity totaling close to $4 million.  During the six months ended June 30, 2015, the guaranteed portion of SBA loans originated in late 2014 were sold.  In addition, the Bank participates in an investor real estate funding program (“NRIA”) whereby it provides funding during the construction phase and permanent “take-out” financing is pre-arranged at completion.  During the six months ended June 30, 2015, the construction related to approximately $2.8 million of these loans was completed and the loans were paid off.   Participation in this program is ongoing and dependent on the Bank’s overall liquidity level and other funding requirements.

The Bank’s commercial loan pipeline continues to grow as a result of its small business banking focus specifically targeting SBA loans. This strategy is designed to generate fee income from sales of the guaranteed portion as well as build loan volume.  There are a significant number of small businesses in the region that may fall below minimum business loan levels of the money center banks in the region which provides an opportunity for the Bank to continue to grow its SBA lending as a niche business.  Management will continue to work in alliance with its third party SBA loan origination group, commercial real estate brokers, accountants, lawyers, SBA brokers, and other centers of influence to build loan volume.  

The Bank’s commercial loan pipeline continues to grow with a specific focus on SBA loan origination. At June 30, 2015, the pipeline totaled approximately $6.3 million in loans that are expected to close during 2015.  The Bank’s consumer and residential mortgage loan portfolios continue to decline as a result of residential mortgages and home equity repayment activity as consumers refinance to take advantage of the continued low interest rate environment.  The Bank does not originate residential mortgage loans and made a strategic shift in its lending program in 2012 to phase out consumer lending, including home equity loans and lines of credit.
 
 
 
31


The Bank’s loan portfolio continues to be concentrated in commercial real estate loans that comprise approximately $28.2 million, or 77%, of total loans at June 30, 2015 of which approximately $17.9 million are owner occupied.  The Bank continues to have a strong niche in lending to religious organizations for which total loans at June 30, 2015 were approximately $11.3 million, or 35%, of the commercial real estate portfolio.   Management closely monitors this concentration to proactively identify and manage credit risk for any conditions might negatively impact the level of tithes and offerings that provide cash flow for repayment.  The composition of the net loans is as follows:

   
June 30,
   
December 31,
 
(In 000's)
 
2015
   
2014
 
             
             
Commercial and industrial:
           
     Commercial
  $ 2,488     $ 2,563  
     SBA loans
    156       168  
     Asset-based
    1,445       1,904  
        Total commercial and industrial
    4,089       4,635  
                 
Commercial real estate:
               
                 
     Commercial mortgages
    14,152       15,470  
     SBA loans
    517       525  
     Construction
    2,321       3,423  
     Religious organizations
    11,272       12,138  
         Total commercial real estate
    28,262       31,556  
                 
Consumer real estate:
               
     Home equity loans
    1,003       1,047  
     Home equity lines of credit
    22       22  
     1-4 family residential mortgages
    2,014       2,228  
         Total consumer real estate
    3,039       3,297  
                 
Total real estate
    31,301       34,853  
                 
Consumer and other:
               
     Consumer installment
    -       7  
     Student loans
    1,159       1221  
     Other
    137       145  
         Total consumer and other
    1,296       1,373  
                 
         Loans, net
  $ 36,686     $ 40,861  

Allowance for Loan Losses
The allowance for loan losses reflects management’s continuing evaluation of the loan portfolio, the diversification and size of the portfolio, and adequacy of collateral. Provisions are made to the allowance for loan losses in accordance with a detailed periodic analysis.  This analysis includes specific reserves allocated to impaired loans based on underlying recovery values as well as a general reserve based on charge-off history and various qualitative factors including delinquency trends, loan terms, regulatory environment, economic conditions, concentrations of credit risk and other relevant data.  The Bank utilizes an eight rolling quarter historical loss factor as management believes this best represents the current trends and market conditions.  The allowance for loan losses as a percentage of total loans was 1.63% at June 30, 2015 compared to 1.80% at December 31, 2014.

Loans deemed “impaired” are those for which borrowers are no longer able to pay in accordance with the terms of their loan agreements.  The Bank’s source of repayment is generally the net liquidation value of the underlying collateral.  Impaired loans totaled approximately $1,782,000 at June 30, 2015 compared to $2,005,000 at December 31, 2014. The valuation allowance associated with impaired loans was approximately $269,000 and $274,000, at June 30, 2015 and December 31, 2014, respectively. The decrease in impaired loans is attributable to foreclosure activity as well as the charge-off of one loan totaling approximately $48,000 for which there was a specific reserve allocated. Management continues to work to reduce the level of classified and impaired loans. Forbearance, foreclosure and/or other appropriate collection methods will be used as necessary.

At June 30, 2015 and December 31, 2014, loans to religious organizations represented approximately $488,000 and $520,000, respectively, of total impaired loans. Management continues to work closely with its attorneys and the leadership of these organizations in an attempt to develop suitable repayment plans to avoid foreclosure.  In general, loans to religious organizations are being monitored closely to proactively identify potential weaknesses in this area of high concentration.

Management uses all available information to recognize losses on loans; however, future additions may be necessary based on further deterioration in economic conditions and market conditions affecting underlying real estate collateral values.  In addition, various regulatory agencies, as an integral part of their examination process, periodically review the Bank’s allowance for loan losses.  Such agencies may require the Bank to recognize additions to the allowance based on their judgments of information available to them at the time of the examination. Although management uses the best information available, the level of the allowance for loan losses remains an estimate that is subject to significant judgment and short-term change.\
 
 
 
32


The percentage of allowance to nonperforming loans was 26.45% down from 29.63% at December 31, 2014.  The level of nonperforming loans to total loans decreased from 6.07% at December 31, 2014 to 5.75% at June 30, 2015 as a result of foreclosure activity related to several impaired loans. Approximately 89% of nonperforming loans are secured by real estate which serves to mitigate the risk of loss.

Loans more than 90 days past due that are still in the process of collection for which the full payment of principal and interest can reasonably be expected are not considered nonperforming.  The following table sets forth information concerning nonperforming loans and nonperforming assets.

(In 000's)
 
June 30, 2015
   
December 31, 2014
 
Commercial and industrial:
           
     Commercial
  $ 243     $ 248  
     SBA loans
    -       48  
        Total commercial and industrial
    243       296  
                 
Commercial real estate:
               
     Commercial mortgages
    975       985  
     SBA loans
    112       118  
     Religious organizations
    488       520  
         Total commercial real estate
    1,575       1,623  
                 
Consumer real estate:
               
     Home equity loans
    360       368  
     1-4 family residential mortgages
    75       194  
         Total consumer real estate
    435       562  
                 
Total real estate
    2,010       2,185  
                 
         Total nonperforming loans
    2,253       2,481  
         OREO
    757       564  
         Total nonperforming assets
  $ 3,010     $ 3,045  
                 
Nonperforming loans to total loans
    5.75 %     6.07 %
Nonperforming assets to total loans and OREO
    7.54 %     7.35 %
Nonperforming assets to total assets
    5.16 %     5.04 %
                 
Allowance for loan losses as a percentage of:
               
     Total loans
    1.63 %     1.80 %
     Total nonperforming loans
    26.45 %     29.63 %

The following table sets forth information related to loans past due 90 days or more and still accruing interest.

(In 000's)
 
June 30,
2015
   
December 31,
 2014
 
Commercial real estate:
           
     Commercial mortgages
  $ 54     $ 83  
         Total commercial real estate
    54       83  
                 
Consumer real estate:
               
     Home equity loans
    126       -  
         Total consumer real estate
    126       -  
                 
Consumer and other:
               
     Student loans
    90       88  
         Total consumer and other
    90       88  
         Total
  $ 270     $ 171  

 
 
33

 
Investment Securities and Other Short-term Investments
Average investment securities decreased by approximately $317,000, or 3.87%, during the quarter ended June 30, 2015. The decrease was primarily related to the call of one $250,000 agency security and mortgage-backed security paydowns during the quarter ended June 30, 2015.
 
The average yield on the investment portfolio declined to 2.32% for the six months ended June 30, 2015 compared to 2.41% for the six months ended June 30, 2014.  The decline is a result of calls of higher yielding bonds during the period.  The duration of the portfolio shortened to 3.5 years at June 30, 2015 compared to 3.9 years at December 31, 2014 as a result of market rate shifts during the year.  Amortizing GSE mortgage-backed securities approximate 52% of the portfolio. The payments of principal and interest on these pools of GSE loans serve to provide monthly cashflow and are guaranteed by these entities that bear the risk of default.  The Bank’s risk is prepayment risk when defaults accelerate the repayment activity.  These loans have longer-term con­tractual maturities but are sometimes paid off/down before maturity or have repricing characteristics that occur before final maturity.  Management’s goal is to maintain a portfolio with a relatively short duration to allow for adequate cash flow to fund loan origination activity and to manage interest rate risk.

Deposits
During the quarter ended June 30, 2015, average deposits decreased approximately $619,000, or 1.10%. The decrease was concentrated in time deposit accounts that decreased on average by approximately $920,000, or 5.82%, during the quarter. The decline was primarily related to several corporate certificates of deposit that were not renewed at maturity.

Noninterest bearing checking account balances increased on average by $478,000, or 3.13%, during the quarter ended June 30, 2015.   As small business loans are originated, primary operating accounts are required to be maintained at the Bank which serves to grow core deposits; however, balances fluctuate with normal business activity.

Average savings deposits declined by approximately $4,000, or 0.03%, as a result of general attrition.
 
Commitments and Lines of Credit
The Bank is a 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 include commitments to extend credit and letters of credit, which are conditional commitments issued by the Bank to guarantee the performance of an obligation of a customer to a third party. Commitments to extend credit fluctuate with the completion and conversion of construction lines of credit to permanent commercial mortgage loans and/or the closing of loans approved but not funded from one period to another.

Many of the commitments are expected to expire without being drawn upon. The total commitment amounts do not necessarily represent future cash requirements.  Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party.  The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers.  Management believes the Bank has adequate liquidity to support the funding of unused commitments.  The Bank's financial instrument commitments are summarized below:
 
   
June 30,
2015
   
December 31,
2014
 
Commitments to extend credit
  $ 3,927,183     $ 8,261,709  
Standby letters of credit
    661,121       1,035,837  

The level of commitments decreased during the six months ended June 30, 2015 as a result of the funding of a $1.6 million SBA loan.  In addition, close to $3 million construction loans were completed and paid off during the period. More than $3 million of the Bank’s outstanding commitments consist of unused lines of credit with Fortune 500 corporations for which the Bank leads and/or participates in syndications that are not expected to be drawn upon.

Liquidity
The primary functions of asset/liability management are to assure adequate liquidity and maintain appropriate balance between interest-sensitive earning assets and interest-bearing liabilities.  Liquidity management involves the ability to meet cash flow requirements of customers who may be either depositors wanting to withdraw funds or borrowers needing assurance that sufficient funds will be available to meet their credit needs.  Interest rate sensitivity management seeks to avoid fluctuating net interest margins and to enhance consistent growth of net interest income through periods of changing interest rates.
 
 
 
34


By policy, the Bank’s minimum level of liquidity is 6.00% of total assets.  At June 30, 2015, the Bank had total short-term liquidity, including cash and federal funds sold, of approximately $8.3 million, or 14.26% of total assets, compared to $3.2 million, or 5.35%, at December 31, 2014.  The increase is related to approximately $ 4.4 million proceeds from the sale of the guaranteed portion SBA loans and loan payoffs received during the six months ended June 30, 2015.
 
The Bank's principal sources of asset liquidity include investment securities consisting principally of U.S. Government and agency issues, particularly those of shorter maturities, and mortgage-backed securities with monthly repayments of principal and interest. In addition, the Bank’s investment portfolio is classified as available-for-sale; however, majority of these securities are pledged as collateral for deposits of governmental/quasi-governmental agencies as well as the Discount Window at the Federal Reserve Bank.  Therefore, they are restricted from use to fund loans or to meet other liquidity requirements.

Other types of assets such as federal funds sold, as well as maturing loans, are also sources of liquidity.  Approximately $11.2 million in loans are scheduled to mature within one year.  To ensure the ongoing adequacy of liquidity, the following contingency strategies will be utilized in order of priority, if necessary:
 
 
·
Seek non-public deposits from existing private sector customers; specifically, additional deposits from members of the National Bankers Association will be considered a potential source.
 
·
Sell participations of existing commercial credits to other financial institutions in the region and/or NBA member banks based on participation agreements.

The Bank’s contingent funding sources  include the Discount Window at the Federal Reserve Bank for which it currently has $750,000 in securities pledged that result in borrowing capacity of approximately $708,000.  In light of the Bank’s regulatory Orders and “Troubled Bank” designation, liquidity will continue to be closely monitored and managed to minimize risk and ensure that adequate funds are available to meet daily customer requirements and loan demand.

Interest rate sensitivity
Interest rate sensitivity varies with different types of interest-earning assets and interest-bearing liabilities.  Overnight federal funds on which rates change daily and loans which are tied to prime or other short term indices differ considerably from long-term investment securities and fixed-rate loans.  Similarly, time deposits are much more interest sensitive than passbook savings accounts.  The shorter-term interest rate sensitivities are critical to measuring the interest sensitivity gap, or excess earning assets over interest-bearing liabilities.  Management of interest sensitivity involves matching repricing dates of interest-earning assets with interest-bearing liabilities in a manner designed to optimize net interest income within the limits imposed by regulatory authorities, liquidity determinations and capital considerations.  At June 30, 2015, a positive gap position is maintained on a cumulative basis through 1 year of 14.98% that is within the Bank’s policy guidelines of +/- 15% on a cumulative 1-year basis, increased from the December 31, 2014 positive gap position of 10.98%. This position is caused by an increasing level of loans maturing and/or repricing in one to three months due to the Banks’ growing variable rate SBA loan portfolio. This position makes the Bank’s net interest income more favorable in a rising interest rate environment. The most recent economic forecast suggests no further decline in rates but rather increases beginning in late 2015.  Therefore, management does not believe the interest rate risk associated with the Bank’s current position to be significant.  Management will continue review and monitor the structure and rates on investment purchases, new loan originations and renewals to manage the interest rate risk profile within acceptable limits.

While using the interest sensitivity gap analysis is a useful management tool as it considers the quantity of assets and liabilities subject to repricing in a given time period, it does not consider the relative sensitivity to market interest rate changes that are characteristic of various interest rate-sensitive assets and liabilities.  A simulation model is used to estimate the impact of various changes, both upward and downward, in market interest rates and volumes of assets and liabilities on the net income of the Bank.  This model produces an interest rate exposure report that forecasts changes in the market value of portfolio equity under alternative interest rate environments.  The market value of portfolio equity is defined as the present value of the Company’s existing assets, liabilities and off-balance-sheet instruments.  At June 30, 2015, the change in the market value of equity in a +200 basis point interest rate change is -25.7%, slightly in excess of the policy limit of 25%, and -41.4% in a +400 basis point interest rate change, in line with the policy limit of -50%.   These levels represent an improvement from 2014 when the +400 basis point change was 63.50%.  Management is strategically working to bring this measure into compliance with policy limits by originating more variable rate loans or structure short maturity balloon mortgages.  Although the economic value of equity is in excess of policy, interest-rate exposure is considered reasonable and manageable at June 30, 2015.
 
 
 
35


Capital Resources
Total shareholders’ equity decreased approximately $124,000, or 3.90%, during the six months ended June 30, 2015. The decrease is attributable to a net loss of approximately $103,000 plus other comprehensive loss related to an unrealized loss on the securities classified as available-for-sale totaling approximately $21,000.
 
The critical importance of establishing and maintaining capital levels to support the Bank’s risk profile and growth is understood.  A concentrated effort will be made to stabilize and strengthen the Bank’s capital through the generation of core profitability from Bank operations and external investment. In 2013, an investment banker was engaged to assist with raising a minimum investment of $2 million.  Although the Bank has approximately $750,000 in commitments from several financial institutions in the region, the timing of these investments is uncertain.

On January 1, 2015, new regulatory risk-based capital rules became effective. These new capital requirements, commonly referred to as “Basel III” regulatory reforms increased the minimum Tier I capital ratio in order to be considered well-capitalized from 6.0% to 8.0%. In addition, a new capital ratio, the Common Equity Tier I ratio was introduced, with a minimum, well-capitalized level of 6.5%. The new rules provided for smaller banking institutions (less than $250 billion in consolidated assets) an opportunity to make a one-time election to opt out of including most elements of accumulated other comprehensive income in regulatory capital. Importantly, the opt-out excludes from regulatory capital not only unrealized gains and losses on available-for-sale debt securities, but also accumulated net gains and losses on cash-flow hedges and amounts attributable to defined benefit postretirement plans. On April 30, 2015, in connection with the filing of its March 31, 2015 Call Report, the Bank elected to opt-out of including these items in regulatory capital. For more information regarding Basel III, refer to Part I, Item 1 of the Company’s 2014 Annual Report on Form 10-K, under the heading “Capital Adequacy.”  There is no official regulatory guideline for the tangible common equity to tangible asset ratio.
 
On January 31, 2012, the Bank entered into a Consent Order with its primary regulators that requires the development of a written capital plan ("Capital Plan") that details the manner in which the Bank will meet and maintain a Leverage Ratio of at least 8.50% and a Total Risk-Based Capital Ratio of at least 12.50%.  At a minimum, the Capital Plan must include specific benchmark Leverage Ratios and Total Risk-Based Capital Ratios to be met at each calendar quarter-end, until the required capital levels are achieved. At June 30, 2015, capital benchmarks had not been met; however, management will continue to execute its capital strategies. The Company and the Bank do not anticipate paying dividends in the near future.

The Bank meets the minimum capital levels to be considered “well capitalized” with the exception of Total capital to risk weighted assets.  The following table presents the capital ratios of the Company and the Bank as of June 30, 2015 and December 31, 2014:
                                                                                            
 (In 000’s)      
 
Actual
June 30, 2015
Actual
December 31, 2014
 
Minimum to be “Well Capitalized”
March 31, 2015
Amount
Ratio
Amount
Ratio
Amount
Ratio
Total (Tier II) capital to risk weighted assets:
           
     Company
$3,510
9.37%
$3,684
  8.60%
N/A
 
     Bank
3,510
9.37
3,684
8.60
 $3,745
10.00%
Tier I capital to risk weighted assets
           
    Company
3,050
8.14
3,146
7.35
N/A
 
     Bank
3,050
8.14
3,146
7.35
$2,995
8.00%
Common equity Tier I capital to risk weighted assets
           
      Company
3,050
8.12
3,146
7.35
N/A
 
      Bank
3,050
8.12
3,146
7.35
  $2,434
6.50%
Tier I Leverage ratio (Tier I capital to total quarterly average assets)
           
      Company
3,050
5.14
3,146
5.18
N/A
 
      Bank
3,050
5.14
3,146
5.18
$2,969
5.00%
Tangible common equity to tangible assets
           
      Company
3,050
5.14
3,146
5.20
N/A
N/A
      Bank
3,050
5.14
3,146
5.20
N/A
N/A

 
 
36

 
Results of Operations

Summary

The Company reported a net loss of approximately $ 118,000 ($ 0.14 per common share) for the quarter ended June 30, 2015 compared to a net loss of approximately $203,000 ($0.19 per common share) for the same quarter in 2014. The Company reported a net loss of approximately $103,000 ($0.10 per common share) for the six months ended June 30, 2015 compared to a net loss of approximately $424,000 ($0.40 per common share) for the same period in 2014.  The improvement in financial performance is primarily related to the Bank’s SBA loan strategy as well as a reduction in the provision for loan losses.   A detailed explanation of each component of operations is included in the sections below.

Net Interest Income

Net interest income is an effective measure of how well management has balanced the Bank’s interest rate-sensitive assets and liabilities.  Net interest income, the difference between (a) interest and fees on interest-earning assets and (b) interest paid on interest-bearing liabilities, is a significant component of the Bank’s earnings.  Changes in net interest income result primarily from increases or decreases in the average balances of interest-earning assets, the availability of particular sources of funds and changes in prevailing interest rates.

Average Balances, Rates, and Interest Income and Expense Summary
   
Three months ended
June 30, 2015
   
Three months ended
June 30, 2014
 
(in 000’s)
 
Average Balance
   
Interest
   
Yield/Rate
   
Average Balance
   
Interest
   
Yield/Rate
 
                                     
Assets:
                                   
Interest-earning assets:
                                   
     Loans
  $ 42,767     $ 582       5.44 %   $ 43,201     $ 639       5.92 %
     Investment securities
    7,865       45       2.29       9,887       59       2.39  
     Federal funds sold
    5,597       3       0.21       4,173       2       0.19  
     Interest bearing balances with other banks
    310       -       -       310       -       -  
        Total interest-earning assets
    56,539       630       4.46       57,571       700       4.86  
Interest-bearing liabilities
                                               
     Demand deposits
    13,178       6       0.18       13,943       6       0.17  
     Savings deposits
    12,086       1       0.03       12,793       2       0.06  
     Time deposits
    14,886       10       0.27       15,279       10       0.26  
          Total interest-bearing liabilities
    40,150       17       0.18       42,015       18       0.17  
Net interest income
          $ 613                     $ 682          
Net yield on interest-earning assets
                    4.34 %                     4.73 %
 
 
   
Six months ended
June 30, 2015
   
Six months ended
June 30, 2014
 
(in 000’s)
 
Average Balance
   
Interest
   
Yield/Rate
   
Average Balance
   
Interest
   
Yield/Rate
 
                                     
Assets:
                                   
Interest-earning assets:
                                   
     Loans
  $ 44,722     $ 1,245       5.57 %   $ 43,377     $ 1,286       5.93 %
     Investment securities
    8,022       93       2.32       9,954       120       2.41  
     Federal funds sold
    4,080       4       0.20       4,317       5       0.23  
     Interest bearing balances with other banks
    310       -       -       308       3       1.95  
        Total interest-earning assets
    57,134       1,342       4.70       57,956       1,414       4.88  
Interest-bearing liabilities
                                               
     Demand deposits
    13,265       12       0.18       13,884       13       0.19  
     Savings deposits
    12,089       3       0.05       12,860       3       0.05  
     Time deposits
    15,343       20       0.28       15,409       20       0.26  
          Total interest-bearing liabilities
    40,697       35       0.17       42,153       36       0.17  
Net interest income
          $ 1,307                     $ 1,378          
Net yield on interest-earning assets
                    4.58 %                     4.76 %
 
For purposes of computing the average balance, loans are not reduced for nonperforming loans.  Loan fee income is included in interest income on loans but is not considered material.
 
 
 
37

 
Net interest income declined approximately $70,000, or 10.20%, for the quarter ended June 30, 2015 compared to 2014.  Net interest income declined approximately $71,000, or 5.13%, for the six months ended June 30, 2015 compared to 2014.  The decrease is primarily related to the reduction in the yield on loans compared to 2014 as a result of the completion and payoff of higher yielding construction loans related to the NRIA program in which the Bank participates.

Rate-Volume Analysis of Changes in Net Interest Income
                                     
   
Three months ended June 30, 2015 compared to 2014
   
Three months ended June 30, 2014 compared to 2013
 
   
Increase (decrease) due to
   
Increase (decrease) due to
 
(Dollars in thousands)
 
Volume
   
Rate
   
Net
   
Volume
   
Rate
   
Net
 
Interest earned on:
                                   
Loans
  $ (6 )   $ (51 )   $ (57 )   $ 32     $ (23 )   $ 9  
Investment securities
    (12 )     (2 )     (14 )     (5 )     (3 )     (8 )
    Federal funds sold
    1       -       1       (1 )     -       (1 )
    Interest bearing balances with other banks
    -       -       -       -       -       -  
Total Interest-earning assets
    (17 )     (53 )     (70 )     26       (26 )     -  
Interest paid on:
                                               
Demand deposits
    -       -       -       -       -       -  
Savings deposits
    -       -       -       -       -       -  
Time deposits
    -       -       -       (1 )     (1 )     (2 )
Total interest-bearing liabilities
    -       -       -       (1 )     (1 )     (2 )
Net interest income
  $ (17 )     (53 )     (70 )   $ 27     $ (25 )   $ 2  
 

   
Six months ended June 30, 2015 compared to 2014
   
Six months ended June 30, 2014 compared to 2013
 
   
Increase (decrease) due to
   
Increase (decrease) due to
 
(Dollars in thousands)
 
Volume
   
Rate
   
Net
   
Volume
   
Rate
   
Net
 
Interest earned on:
                                   
Loans
  $ 41     $ (82 )   $ (41 )   $ 63       (35 )     28  
Investment securities
    (24 )     (3 )     (27 )     (27 )     (6 )     (33 )
    Federal funds sold
    -       (1 )     (1 )     (4 )     1       (3 )
    Interest bearing balances with other banks
    -       (3 )     (3 )     -       2       2  
Total Interest-earning assets
    17       (89 )     (72 )     32       (38 )     (6 )
Interest paid on:
                                               
Demand deposits
    (1 )     -       (1 )     -       (2 )     (2 )
Savings deposits
    -       -       -       -       -       -  
Time deposits
    -       -       -       (2 )     (6 )     (8 )
Total interest-bearing liabilities
    (1 )     -       (1 )     (2 )     (8 )     (10 )
Net interest income
  $ 18     $ (89 )   $ (71 )   $ 34     $ (30 )   $ 4  
 
For the quarter ended June 30, 2015 compared to the same period in 2014, there was a decrease in net interest income of approximately $17,000 due to changes in volume and a decrease of approximately $53,000 due to changes in rate. For the six months ended June 30, 2015 compared to the same period in 2014, there was an increase in net interest income of approximately $18,000 due to changes in volume offset by a decrease of approximately $89,000 due to changes in rate. Rate declines were a result of several variable rate commercial loans re-setting at the current low interest rates as well as the payoff of several higher yielding NRIA construction loans at completion.
 
Provision for Loan Losses
There was a negative provision for loan losses of $40,000 for the quarter ended June 30, 2015 compared to a provision of $30,000 for the same quarter in 2014. There was a negative provision for loan losses of $100,000 for the six months ended June 30, 2015 compared to a provision of $70,000 for the same period in 2014. The decrease in provisions is primarily related to lower loan originations, loan payoff activity as well as a reduction net charge-offs and related historical loss factors.  In general, provision requirements are based on credit losses inherent in the loan portfolio and the review and analysis of the loan portfolio in accordance with the Bank’s Allowance for Loan Loss policies and procedures. (Refer to Allowance for Loan Losses above for discussion and analysis of credit quality.)

Noninterest Income
The amount of the Bank's noninterest income generally reflects the volume of the transactional and other accounts handled by the Bank and includes such fees and charges as low balance account fees, overdrafts, account analysis, ATM fees, SBA loan related income and other customer service fees.  Noninterest income increased approximately $55,000, or 21.99%, for the quarter ended June 30, 2015 compared to the same quarter in 2014. Noninterest income increased approximately $220,000, or 52.05%, for the six months ended June 30, 2015 compared to the same period in 2014. The increase in 2015 is primarily related to SBA loan related income including gains on sales as well as fair value adjustments.
 
 
 
38


Customer service fees increased approximately $37,000, or 36.33% for the quarter ended June 30, 2015 compared to 2014.   ATM activity fees declined by approximately $14,000, or 29.91%, for the quarter ended June 30, 2015 compared to the same period in 2014. Customer service fees increased approximately $37,000, or 18.98% for the six months ended June 30, 2015 compared to 2014.  ATM activity fees declined by approximately $44,000, or 27.62%, for the six months ended June 30, 2015 compared to the same period in 2014.   The increase in customer service fees is the result of a higher level of overdraft fees related to several business customers.  The decline in ATM fees is related to the termination of the contract with Rite Aid in 2014 as well as lower volume which is consistent with trends in the industry; ATM usage has declined as consumers continue to move to electronic payment methods utilizing debit and credit cards versus cash.  

Noninterest Expense
Salaries and benefits increased approximately $7,000, or 1.88%, for the quarter ended June 30, 2015 compared to 2014 as a result of an escalation in medical insurance costs during the policy renewal period in March.  Salaries and benefits decreased approximately $11,000, or 1.30%, for the six months ended June 30, 2015 compared to 2014 as a result of several unfilled positions within the Bank’s branch network as well as the elimination of the business development position in February 2015.

Occupancy and equipment expense increased approximately $8,000, or 3.21%, for the quarter ended June 30, 2015 compared to 2014. Occupancy and equipment expense increased approximately $6,000, or 1.16%, for the six months ended June 30, 2015 compared to 2014.  The increase is primarily related to higher real estate taxes and common area maintenance expenses for the Bank’s leased branches.

Office operations and supplies expense increased by approximately $12,000, or 17.68%, for the quarter ended June 30, 2015 compared to 2014.  Office operations and supplies expense increased by approximately $16,000, or 12.24%, for the six months ended June 30, 2015 compared to 2014.  The increase is primarily related to increased branch security expense because the branches are operating with fewer full time staff people that may increase the potential risk of crime; therefore, the Bank increased the presence of security guards to compensate.

Professional services expense were relatively consistent at $75,000 for the quarter ended June 30, 2015 compared to 2014.  Professional services expense increased approximately $19,000, or 13.19%, for the six months ended June 30, 2015 compared to the same period in 2014 as a result of increased audit cost.
 
Data processing expenses decreased approximately $17,000, or 16.27%, for the quarter ended June 30, 2015 compared to 2014.  Data processing expenses decreased approximately $33,000, or 14.91%, for the six months ended June 30, 2015 compared to 2014. The decrease is primarily related to the consolidation of the Bank’s EFT vendor with its core processor in late 2014.
 
Federal deposit insurance assessments decreased approximately $4,000, or 10.00%, for the quarter ended June 30, 2015 compared to 2014.  Federal deposit insurance assessments decreased approximately $6,000, or 10.00%, for the six months ended June 30, 2015 compared to 2014.  Assessments are based on many factors including the Bank’s deposit size and composition and its current regulatory ratings.  The Bank’s deposit levels declined in 2015 compared to 2014, resulting in lower assessments.
 
Net other real estate expenses declined approximately $48,000, or 194%, for the quarter ended June 30, 2015    compared to 2014.  Net other real estate expenses declined approximately $100,000, or 270%, for the six months ended June 30, 2015 compared to 2014. The decrease was primarily the result of approximately $88,000 transfer-in write-ups related to several properties where the net liquidation value exceeded the Bank’s loan balance.
 
Loan and collection expenses increased approximately $26,000, or 129%, for the quarter ended June 30, 2015 compared to 2014. Loan and collection expenses increased approximately $65,000, or 166%, for the six months ended June 30, 2015 compared to 2014. The increase is a result of sheriff sale and legal fees related foreclosure/collection activity.
 
Other operating expenses decreased approximately $4,000, or 3.12%, for the quarter ended June 30, 2015 compared to 2014; however, other operating expenses increased approximately $53,000, or 33.12%, for the six months ended June 30, 2015 compared to 2014. In 2014, there was a reduction in the Bank’s Pennsylvania Bank Shares Tax as a result of a change in the tax computation methodology that resulted in the reversal of more than $50,000 in accrued expenses; 2015 expenses are representative of a normalized expense based on the current tax methodology.
 
 
 
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Dividend Restrictions
The Company has never declared or paid any cash or stock dividends.  The Pennsylvania Banking Code of 1965, as amended, provides that cash dividends may be declared and paid only from accumulated net earnings and that, prior to the declaration of any dividend, if the surplus of a bank is less than the amount of its capital, the bank shall, until surplus is equal to such amount, transfer to surplus an amount which is at least ten percent (10%) of the net earnings of the bank for the period since the end of the last fiscal year or any shorter period since the declaration of a dividend.  If the surplus of a bank is less than fifty percent (50%) of the amount of its capital, no dividend may be declared or paid by the Bank without the prior approval of the Pennsylvania Department of Banking.
 
Under the Federal Reserve Act, the Federal Reserve Board has the power to prohibit the payment of cash dividends by a bank holding company if it determines that such a payment would be an unsafe or unsound practice or constitutes a serious risk to the financial soundness or stability of the subsidiary bank.  As a result of these laws and regulations, the Bank, and therefore the Company, whose only source of income is dividends from the Bank, will be unable to pay any dividends while an accumulated deficit exists.  The Company does not anticipate that dividends will be paid for the foreseeable future.
 

Not applicable.
 
 
As of June 30, 2015, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Rule 13a-15(b), as adopted by the Securities and Exchange Commission (“SEC”) under the Securities Exchange Act of 1934 (“Exchange Act”). Based upon that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this report.

 
 
The Bank is a defendant in certain claims and legal actions arising in the ordinary course of business.  In the opinion of management, after consultation with legal counsel, the ultimate disposition of these matters is not expected to have a material adverse effect on the consolidated financial condition of the Company.
 
 
There have not been any material changes to the risk factors disclosed in the Company’s 2014 Annual Report on Form 10-K except as disclosed below.  The risk factors disclosed in the Company’s 2014 Annual Report on Form 10-K are not the only risks that we face.  Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.
 
Failure to Comply with the FDIC and Pennsylvania Department of Banking Consent Orders
 
The Bank has entered into Consent Orders with the FDIC and the Department which, among other provisions, require the Bank to increase its tier one leverage capital ratio to 8.5% and its total risk based capital ratio to 12.5%.  As of June 30, 2015, the Bank’s tier one leverage capital ratio was 5.14% and its total risk based capital ratio was 9.37%.  Refer to the Regulatory Orders section.  The Bank’s failure to comply with the terms of the Consent Orders could result in additional regulatory supervision and/or actions.  The ability of the Bank to continue as a going concern is dependent on many factors, including achieving required capital levels, earnings and fully complying with the Consent Orders.  The Consent Orders raise substantial doubt about the Bank’s ability to continue as a going concern.
 
 
 
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 None
 
 
None
 
 
None
 
 
None
 
 
a)           Exhibits.
 
Exhibit 31.1 Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
Exhibit 31.2 Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
Exhibit 32.1 Certification of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
Exhibit 32.2 Certification of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 
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Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
  UNITED BANCSHARES, INC.
   
   
   
Date:  August 14, 2015
/s/ Evelyn F. Smalls
 
Evelyn F. Smalls
 
President & Chief Executive Officer
   
   
Date: August 14, 2015
/s/ Brenda M. Hudson-Nelson
 
Brenda Hudson-Nelson
 
Executive Vice President/Chief Financial Officer

 
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Index to Exhibits-FORM 10-Q
 

Exhibit 31.1
Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 31.2
Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 32.1
Certification of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Exhibit 32.2
Certification of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 
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