UNITED BANCSHARES INC /PA - FORM 10-Q

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EX-32.2 - CERTIFICATION - UNITED BANCSHARES INC /PA	usbi_ex32z2.htm
EX-32.1 - CERTIFICATION - UNITED BANCSHARES INC /PA	usbi_ex32z1.htm
EX-31.2 - CERTIFICATION - UNITED BANCSHARES INC /PA	usbi_ex31z2.htm
EX-31.1 - CERTIFICATION - UNITED BANCSHARES INC /PA	usbi_ex31z1.htm

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.

FORM 10-Q

(Mark One)

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

FOR THE QUARTER ENDED JUNE 30, 2018

¨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. 15^th 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 ¨ No x

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:

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 $0.01 par value Common Stock and 500,000 shares of $0.01 par value Series Preferred Stock. The Preferred Stock consists of 500,000 authorized shares of stock of which 250,000 have been designated as Series A, 7,000 as Series B, and 1,100 as Series C for which there were 99,442, 1,850, 1,100 shares are issued, respectively as of August 31, 2021.

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 31, 2021, the aggregate number of the shares of the Registrant’s Common Stock issued was 843,050.

FORM 10-Q

Index

Item No.	Page

PART I - OTHER INFORMATION	4

Item 1. Financial Statements (unaudited)	4

Item 2. Management Discussion and Analysis of Financial Condition and Results of Operations	30

Item 3. Quantitative and Qualitative Disclosures about Market Risk	40

Item 4. Controls and Procedures	41

PART II - OTHER INFORMATION	42

Item 1. Legal Proceedings.	42

Item 1A. Risk Factors.	42

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.	42

Item 3. Defaults Upon Senior Securities.	42

Item 4. Mine Safety Disclosures.	42

Item 5. Other Information.	42

Item 6. Exhibits.	43

PART I - OTHER INFORMATION

Item 1. Financial Statements (unaudited)

UNITED BANCSHARES, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

(Unaudited)

	June 30, 2018	December 31, 2017
Assets:
Cash and due from banks	$1,959,060	$2,075,258
Interest-bearing deposits with banks	312,326	311,995
Federal funds sold	7,813,614	9,284,000
Cash and cash equivalents	10,085,000	11,671,253

Investment securities available-for-sale, at fair value	4,711,038	5,144,707

Loans held for sale	11,431,484	10,297,168

Loans held at fair value	4,989,310	4,450,901

Loans, net of unearned discounts and deferred fees	22,887,785	25,725,700
Less allowance for loan losses	(180,359)	(179,949)
Net loans	22,707,426	25,545,751

Bank premises and equipment, net	214,486	303,298
Accrued interest receivable	154,453	153,415
Other real estate owned	402,371	626,071
Servicing asset	311,190	319,368
Prepaid expenses and other assets	455,834	496,935
Total assets	$55,462,593	$59,008,867

Liabilities and Shareholders’ Equity

Liabilities:
Demand deposits, noninterest-bearing	$17,429,932	$19,606,017
Demand deposits, interest-bearing	13,903,775	15,004,238
Savings deposits	11,472,700	11,505,417
Time deposits, under $250,000	3,912,612	4,331,306
Time deposits, $250,000 and over	5,655,517	5,008,276
Total deposits	52,374,536	55,455,254

Accrued interest payable	23,773	13,939
Accrued expenses and other liabilities	203,973	259,152
Total liabilities	52,602,281	55,728,345

Shareholders’ equity:
Series A preferred stock, noncumulative, 6%, $0.01 par value, 500,000 shares authorized; 99,342 issued and outstanding	993	993
Series B preferred stock, noncumulative, 7%, $0.01 par value, 7,000 shares authorized; 1,850 issued and outstanding	18	18
Common stock, $0.01 par value; 2,000,000 shares authorized; 826,921 issued and outstanding	8,269	8,269
Additional paid-in-capital	15,677,626	15,677,626
Accumulated deficit	(12,699,060)	(12,348,988)
Accumulated other comprehensive loss	(127,534)	(57,396)
Total shareholders’ equity	2,860,312	3,280,522
Total liabilities and shareholders’ equity	$55,462,593	$59,008,867

See accompanying notes to the unaudited consolidated financial statements.

UNITED BANCSHARES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)

	Three Months ended June 30, 2018	Three Months ended June 30, 2017	Six Months ended June 30, 2018	Six Months ended June 30, 2017
Interest income:
Interest and fees on loans	`$598,378`	`$528,207`	`$1,144,840`	`$1,116,983`
Interest on investment securities	`28,815`	`30,808`	`58,349`	`62,565`
Interest on federal funds sold	`47,139`	`24,130`	`88,449`	`36,789`
Interest on time deposits with other banks	`284`	`191`	`740`	`372`
Total interest income	`674,616`	`583,336`	`1,292,378`	`1,216,709`

Interest expense:
Interest on time deposits	`12,356`	`8,586`	`24,277`	`17,754`
Interest on demand deposits	`6,531`	`6,260`	`13,033`	`12,438`
Interest on savings deposits	`1,427`	`1,478`	`2,839`	`2,929`
Total interest expense	`20,314`	`16,324`	`40,149`	`33,121`
Net interest income	`654,302`	`567,012`	`1,252,229`	`1,183,588`
Provision (credit) for loan losses	`5,000`	`(46,000)`	`25,000`	`(76,000)`

Net interest income after provision (credit) for loan losses	`649,302`	`613,012`	`1,227,229`	`1,259,588`

Noninterest income:
Customer service fees	`102,851`	`101,571`	`202,940`	`197,310`
ATM fee income	`26,635`	`32,045`	`51,357`	`63,147`
Gain on sale of loans	`67,271`	`91,402`	`223,818`	`151,860`
Net change in fair value of financial instruments	`11,423`	`47,858`	`20,516`	`73,517`
Loss on sale of other real estate	`(9,522)`	`-`	`(11,604)`	`-`
Other income	`22,800`	`34,284`	`48,096`	`61,878`
Total noninterest income	`221,458`	`307,160`	`535,123`	`547,712`

Noninterest expense:
Salaries, wages and employee benefits	`381,826`	`379,428`	`781,880`	`779,248`
Occupancy and equipment	`246,093`	`247,007`	`501,135`	`501,134`
Office operations and supplies	`61,713`	`82,463`	`138,623`	`162,719`
Marketing and public relations	`6,765`	`4,309`	`25,327`	`8,809`
Professional services	`35,293`	`51,700`	`72,272`	`101,440`
Data processing	`107,422`	`96,469`	`208,857`	`195,352`
Other real estate expense	`10,944`	`9,292`	`24,779`	`29,886`
Loan and collection costs	`36,414`	`34,034`	`64,994`	`80,624`
Deposit insurance assessments	`24,000`	`23,000`	`49,000`	`45,000`
Other operating	`112,336`	`107,767`	`245,557`	`221,006`
Total noninterest expense	`1,022,806`	`1,035,469`	`2,112,424`	`2,125,218`
Net loss before income taxes	`(152,046)`	`(115,297)`	`(350,072)`	`(317,918)`
Provision for income taxes	`-`	`-`	`-`	`-`
Net loss	`$(152,046)`	`$(115,297)`	`$(350,072)`	`$(317,918)`
Net loss per common share—basic and diluted	`$(0.18)`	`$(0.14)`	`$(0.42)`	`$(0.38)`
Weighted average number of common shares outstanding	`826,921`	`826,921`	`826,921`	`826,921`
Comprehensive loss:
Net loss	`$(152,046)`	`$(115,297)`	`$(350,072)`	`$(317,918)`
Unrealized (losses) gains on available for sale securities, net of taxes	`(16,259)`	`25,198`	`(70,138)`	`34,965`
Total comprehensive loss	`$(168,305)`	`$(90,099)`	`$(420,210)`	`$(282,953)`

See accompanying notes to the unaudited consolidated financial statements.

UNITED BANCSHARES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

Six Months Ended June 30, 2018

	Series A Preferred stock		Series B Preferred stock		Common stock		Additional paid-in	Accumulated	Accumulated Other Comprehensive	Total Shareholders’
	Shares	Amount	Shares	Amount	Shares	Amount	capital	Deficit	Loss	Equity
Balance at December 31, 2017	`99,342`	`$993`	`1,850`	`$18`	`826,921`	`$8,269`	`$15,677,626`	`($12,348,988)`	`$(57,396)`	`$3,280,522`
Net loss	`-`	`-`	`-`	`-`	`-`	`-`	`-`	`(198,026)`	`-`	`(198,026)`
Other comprehensive loss, net of tax	`-`	`-`	`-`	`-`	`-`	`-`	`-`	`-`	`(53,879)`	`(53,879)`
Issuance of Series B Preferred Stock	`-`	`-`	`-`	`-`	`-`	`-`	`-`	`-`	`-`	`-`
Balance at March 31, 2018	`99,342`	`993`	`1,850`	`18`	`826,921`	`8,269`	`15,677,626`	`(12,547,014)`	`(111,275)`	`3,028,617`
Net loss	`-`	`-`	`-`	`-`	`-`	`-`	`-`	`(152,046)`	`-`	`(152,046)`
Other comprehensive loss, net of tax	`-`	`-`	`-`	`-`	`-`	`-`	`-`	`-`	`(16,259)`	`(16,259)`
Balance at June 30, 2018	`99,342`	`$993`	`1,850`	`$18`	`826,921`	`$8,269`	`$15,677,626`	`$(12,699,060)`	`$(127,534)`	`$2,860,312`

See accompanying notes to the unaudited consolidated financial statements.

UNITED BANCSHARES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

Six Months Ended June 30, 2017

	Series A Preferred stock		Series B Preferred Stock		Common stock		Additional paid-in	Accumulated	Accumulated Other Comprehensive	Total Shareholders’
	Shares	Amount	Shares	Amount	Shares	Amount	capital	Deficit	Loss	Equity
Balance at December 31, 2016	`99,342`	`$993`	`-`	`$-`	`826,921`	`$8,269`	`$14,752,644`	`$(12,038,281)`	`$(63,710)`	`$2,659,915`
Net loss	`-`	`-`	`-`	`-`	`-`	`-`	`-`	`(202,621)`	`-`	`(202,621)`
Other comprehensive income, net of tax	`-`	`-`	`-`	`-`	`-`	`-`	`-`	`-`	`9,767`	`9,767`
Issuance of Series B Preferred Stock		`-`	`1,350`	`13`	`-`	`-`	`674,987`	`-`	`-`	`675,000`
Balance at March 31, 2017	`99,342`	`993`	`1,350`	`13`	`826,921`	`8,269`	`15,427,631`	`(12,240,902)`	`(53,943)`	`3,142,061`
Net loss	`-`	`-`	`-`	`-`	`-`	`-`	`-`	`(115,297)`	`-`	`(115,297)`
Other comprehensive income, net of tax	`-`	`-`	`-`	`-`	`-`	`-`	`-`	`-`	`25,198`	`25,198`
Balance at June 30, 2017	`99,342`	`$993`	`1,350`	`$13`	`826,921`	`$8,269`	`$15,427,631`	`$(12,356,199)`	`$(28,745)`	`$3,051,962`

See accompanying notes to the unaudited consolidated financial statements.

UNITED BANCSHARES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

Six Months Ended June 30,

	2018	2017

Cash flows from operating activities:
Net loss	`$(350,072)`	`$(317,918)`
Adjustments to reconcile net loss to net cash used in operating activities:
Provision (credit) for loan losses	`25,000`	`(76,000)`
Amortization of premiums on investments	`3,792`	`4,989`
Loss on disposition of other real estate	`11,604`	`-`
Write-down of other real estate	`5,000`	`-`
Amortization of servicing asset	`55,141`	`11,454`
Depreciation on fixed assets	`96,845`	`93,626`
Net change in fair value of financial instruments	`(20,516)`	`(73,517)`
Gain on sale of loans	`(223,818)`	`(151,860)`
Proceeds from the sale of loans held-for-sale	`2,412,827`	`1,439,815`
Loans originated for sale	`(3,328,794)`	`(1,726,190)`
Increase in accrued interest receivable and other assets	`(123,798)`	`(12,910)`
Decrease in accrued interest payable and other liabilities	`(45,345)`	`(65,981)`
Net cash used in operating activities	`(1,482,134)`	`(874,493)`

Cash flows from investing activities:
Proceeds from maturity and principal reductions of available-for-sale investment securities	`360,821`	`215,314`
Purchase of securities available-for-sale	`(1,083)`	`(656)`
Net decrease in loans	`2,417,898`	`1,265,779`
Proceeds from sale of other real estate	`207,096`	`-`
Purchase of bank premises and equipment	`(8,033)`	`(10,771)`
Net cash provided by investing activities	`2,976,599`	`1,469,667`

Cash flows from financing activities:
Proceeds from the sale of preferred stock	`-`	`675,000`
Net decrease in deposits	`(3,080,718)`	`1,693,277`
Net cash (used in) provided by financing activities	`(3,080,718)`	`1,469,667`
Net (decrease) increase in cash and cash equivalents	`(1,586,253)`	`2,963,451`
Cash and cash equivalents at beginning of period	`11,671,253`	`7,802,831`
Cash and cash equivalents at end of period	`$10,085,000`	`$10,766,282`
Supplemental disclosure of cash flow information:
Cash paid during the period for interest	`$30,315`	`$30,136`
Transfer of investments to other cash equivalents	`$132,614`	`$-`
Transfer of loans from held-for sale to held at fair value	`$538,309`	`$279,237`

See accompanying notes to the unaudited consolidated financial statements.

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, 2017 when reviewing this Form 10-Q. Because this report is based on an interim period, certain information and footnote disclosures normally included in the Annual Report on Form 10-K have been condensed or omitted. 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, 2018 and December 31, 2017 and the consolidated results of its operations and its cash flows for the three and six months ended June 30, 2018 and 2017.

Management’s Use of Estimates

The preparation of the financial statements has 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

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 fair value based on a loan-by-loan valuation using actual market bids. Any change in the balance of the loan and its fair value is recorded as income or expense in each reporting period. When the guaranteed portion of the loan is sold, the gain on the sale is reduced by the income previously recognized as part of the fair value adjustment.

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 in accordance with the irrevocable option permitted under Accounting Standards Codification (“ASC”) 825-10-25 Financial Instruments. Fair value of these loans is estimated based on the present value of future cash flows 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.

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.

Non-accrual and Past Due Loans.

Loans are considered past due if the required principal and interest payments have not been received within 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, 2018	Three Months Ended June 30, 2017	Six Months Ended June 30, 2018	Six Months Ended June 30, 2017
Basic:
Net loss available to common shareholders	`$(152,046)`	`$(115,297)`	`$(350,072)`	`$(317,918)`
Average common shares outstanding-basic	`826,921`	`826,921`	`826,921`	`826,921`
Net loss per share-basic	`$(0.18)`	`$(0.14)`	`$(0.42)`	`$(0.38)`
Diluted:
Average common shares-diluted	`826,921`	`826,921`	`826,921`	`826,921`
Net loss per share-diluted	`$(0.18)`	`$(0.14)`	`$(0.42)`	`$(0.38)`

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 Loss

The following table presents the changes in accumulated other comprehensive income (loss):

	Three Months Ended June 30, 2018
	Before tax		Net of tax
(in (000’s)	Amount	Taxes	Amount
Beginning balance	`$(141)`	`$30`	`$(111)`
Unrealized loss on securities:
Unrealized holding loss arising during period	`(20)`	`4`	`(16)`
Other comprehensive loss, net	`(20)`	`4`	`(16)`
Ending balance	`$(161)`	`$34`	`$(127)`

	Three Months Ended June 30, 2017
	Before tax		Net of tax
(in (000’s)	Amount	Taxes	Amount
Beginning balance	`$(81)`	`$28`	`$(53)`
Unrealized gain on securities:
Unrealized holding gain arising during period	`38`	`(14)`	`24`
Other comprehensive income, net	`38`	`(14)`	`25`
Ending balance	`$(43)`	`$14`	`$(29)`

	Six Months Ended June 30, 2018
	Before tax		Net of tax
(in (000’s)	Amount	Taxes	Amount
Beginning balance	`$(73)`	`$16`	`$(57)`
Unrealized loss on securities:
Unrealized holding loss arising during period	`(88)`	`18`	`(70)`
Other comprehensive loss, net	`88`	`18`	`(70)`
Ending balance	`$(161)`	`$34`	`$(127)`

	Six Months Ended June 30, 2017
	Before tax		Net of tax
(in (000’s)	Amount	Taxes	Amount
Beginning balance	`$(96)`	`$33`	`$(63)`
Unrealized gain on securities:
Unrealized holding gain arising during period	`53`	`(19)`	`34`
Other comprehensive income, net	`53`	`(19)`	`34`
Ending balance	`$43`	`$14`	`$(29)`

4. New Authoritative Accounting Guidance

Effect of the Adoption of Accounting Standards

Effective January 1, 2018, the Company adopted ASU 2014-09, Revenue from Contracts with Customers — Topic 606 and all subsequent ASUs that modified ASC 606. The standard required a company to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers at the time the transfer of goods or services takes place. The Company completed an assessment of revenue streams and review of the related contracts potentially affected by the new standard and concluded that ASU 2014-09 did not materially change the method in which it recognizes revenue. Therefore, implementation of the new standard had no material impact to the measurement or recognition of revenue of prior periods. However, additional disclosures were added in the current period, which can be found in Note 9.

In January 2016, the FASB finalized ASU 2016-01, Financial Instruments — Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. This accounting standard (a) requires separate presentation of equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) on the balance sheet and measured at fair value with changes in fair value recognized in net income; (b) simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment; (c) eliminates the requirement to disclose the fair value of financial instruments measured at amortized cost for entities that are not public business entities; (d) eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet; (e) requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; (f) requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (that is, securities or loans and receivables) on the balance sheet or the accompanying notes

to the financial statements; and (g) clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity’s other deferred tax assets.

The Company has adopted this standard during the reporting period. On a prospective basis, the Company implemented changes to the measurement of the fair value of financial instruments using an exit price notion for disclosure purposes included in Note 8 to the financial statements. The December 31, 2017, fair value of each class of financial instruments disclosure did not utilize the exit price notion when measuring fair value and, therefore, would not be comparable to the March 31, 2018 disclosure. The Company estimated the fair value based on guidance from ASC 820-10, Fair Value Measurements, which defines fair value as the price which would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. There is no active observable market for sale information on community bank loans and time deposits and, thus, Level III fair value procedures were utilized, primarily in the use of present value techniques incorporating assumptions that market participants would use in estimating fair values.

Effect of Upcoming Accounting Standards

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The standard ((along with subsequent amendments and clarifications in ASUs; 2018-01, 2018-11 and 2018-20) requires lessees to recognize the assets and liabilities that arise from leases on the balance sheet. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. A short-term lease is defined as one in which (a) the lease term is 12 months or less and (b) there is not an option to purchase the underlying asset that the lessee is reasonably certain to exercise. For short-term leases, lessees may elect to recognize lease payments over the lease term on a straight-line basis. For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2018, and interim periods within those years. For all other entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2019, and for interim periods within fiscal years beginning after December 15, 2020. The amendments should be applied at the beginning of the earliest period presented using a modified retrospective approach with earlier application permitted as of the beginning of an interim or annual reporting period. This Update is not expected to have a significant impact on the Company’s financial statements.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments, which changes the impairment model for most financial assets. This Update is intended to improve financial reporting by requiring timelier recording of credit losses on loans and other financial instruments held by financial institutions and other organizations. The underlying premise of the Update is that financial assets measured at amortized cost should be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The allowance for credit losses should reflect management’s current estimate of credit losses that are expected to occur over the remaining life of a financial asset. The income statement will be affected for the measurement of credit losses for newly recognized financial assets, as well as the expected increases or decreases of expected credit losses that have taken place during the period. ASU 2016-13 is effective for annual and interim periods beginning after December 15, 2019, and early adoption is permitted for annual and interim periods beginning after December 15, 2018. With certain exceptions, transition to the new requirements will be through a cumulative effect adjustment to opening retained earnings as of the beginning of the first reporting period in which the guidance is adopted. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s financial position or results of operations.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes the Disclosure Requirements for Fair Value Measurements. The Update removes the requirement to disclose the amount of and reasons for transfers between Level I and Level II of the fair value hierarchy; the policy for timing of transfers between levels; and the valuation processes for Level III fair value measurements. The Update requires disclosure of changes in unrealized gains and losses for the period included in other comprehensive income (loss) for recurring Level III fair value measurements held at the end of the reporting period and the range and weighted average of significant unobservable inputs used to develop Level III fair value measurements. This Update is effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. This Update is not expected to have a significant impact on the Company’s financial statements.

5. Investment Securities

The following is a summary of the Company's investment portfolio:

(In 000’s)	June 30, 2018
		Gross	Gross
	Amortized	Unrealized	Unrealized	Fair
	Cost	Gains	Losses	Value
Available-for-sale:
U.S. Government agency securities	$ 2,349	$ -	$ (105)	$ 2,244
Government Sponsored Enterprises residential mortgage-backed securities	2,523	11	(67)	2,467
	$ 4,872	11	(172)	$ 4,711

	December 31, 2017
		Gross	Gross
	Amortized	Unrealized	Unrealized	Fair
	Cost	Gains	Losses	Value
Available-for-sale:
U.S. Government agency securities	$ 2,349	$ -	$ (76)	$ 2,273
Government Sponsored Enterprises residential mortgage-backed securities	2,737	21	(18)	2,740
Investments in money market funds	132	-	-	132
	$ 5,218	$ 21	$ (94)	$ 5,145

Effective January 1, 2018, the Company adopted ASU 2016-01, Financial Instruments as describe in Note 4. As a result, the Investment in Money Market Mutual Funds was reclassed to Federal Funds Sold and other cash equivalents.

The amortized cost and fair value of debt securities classified as available-for-sale by contractual maturity as of June 30, 2018, 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	2,349	2,244
Government Sponsored Enterprises residential mortgage-backed securities	2,523	2,467
	$ 4,872	$ 4,711

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.

There were no sales of securities during the three and six months ended June 30, 2018 and 2017.

The table below indicates the length of time individual securities have been in a continuous unrealized loss position at June 30, 2018:

(in 000’s)

Number

Less than 12 months

12 months or longer

Total

Description of

Fair

Unrealized

Fair

Unrealized

Fair

Unrealized

Securities

Value

Losses

Value

losses

Value

Losses

U.S. Government agency securities

7

$240

$(10)

$2,004

$(95)

$2,244

$(105)

Government Sponsored Enterprises residential
mortgage-backed securities

14

1,790

(47)

347

(20)

2,137

(67)

Total temporarily impaired investment Securities

21

$2.030

$(57)

$2,351

$(115)

$4,381

$(172)

The table below indicates the length of time individual securities have been in a continuous unrealized loss position at December 31, 2017:

(in 000’s)

Number

Less than 12 months

12 months or longer

Total

Description of

Fair

Unrealized

Fair

Unrealized

Fair

Unrealized

Securities

Value

Losses

Value

losses

Value

Losses

U.S. Government agency securities

7

$245

$(5)

$2,028

$(71)

$2,273

$(76)

Government Sponsored Enterprises residential mortgage-backed securities

8

1,124

(7)

377

(11)

1,501

(18)

Total temporarily impaired investment Securities

15

$1,369

$(12)

$2,405

$(82)

$3,774

$(94)

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.

As of June 30, 2018, and December 31, 2017, investment securities with a carrying value of $4,395,000 and $4,297,000, respectively, were pledged as collateral to secure public deposits and contingent borrowing at the Federal Reserve Discount Window.

6. Loans and Allowance for Loan Losses

The composition of the Bank’s loan portfolio is as follows:

(in 000’s)	June 30, 2018	December 31, 2017
Commercial and industrial	$1,723	$1,798
Commercial real estate	19,127	21,389
Consumer real estate	1,321	1,729
Consumer loans other	717	809
Total loans	$ 22,888	$ 25,725

There was no unearned discount at June 30, 2018. At December 31, 2017, the unearned discount totaled $10,858 respectively and is included in the related loan accounts.

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 portfolio segments of non-classified loans.

·Qualitative Factors Component – The loan portfolio is broken down into portfolio segments, 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, 2018 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 minimal charge-offs during the quarter. Credits to the provision for the six months ended June 30, 2017 were primarily related to decreases in the balance of loans as well as the origination of SBA loans that are accounted for at fair value and are not included in the calculation of the allowance for loan losses. 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, 2018
	Commercial and industrial		Commercial real estate	Consumer real estate	Consumer loans Other	Unallocated	Total
Beginning balance	`$8`		`$158`	`$6`	`$10`	`$20`	`$202`
Provision (credit) for loan losses	`4`		`8`	`(2)`	`-`	`(5)`	`5`

Charge-offs	`(10)`		`(18)`	`-`	`(2)`	`-`	`(30)`
Recoveries	`1`		`2`	`-`	`-`	`-`	`3`
Net recoveries	`(9)`		`(16)`	`-`	`(2)`	`-`	`(27)`

Ending balance	`$3`		`$150`	`$4`	`$8`	`$15`	`$180`

(in 000's)		For the Three months ended June 30, 2017
	Commercial and industrial		Commercial real Estate	Consumer real estate	Consumer loans Other	Unallocated	Total
Beginning balance	`$63`		`$171`	`$8`	`$11`	`$20`	`$273`
Credit for loan losses	`10`		`(26)`	`-`	`-`	`(30)`	`(46)`

Charge-offs	`-`		`-`	`-`	`(2)`	`-`	`(2)`
Recoveries	`1`		`25`	`-`	`1`	`-`	`27`
Net recoveries	`1`		`25`	`-`	`(1)`	`-`	`25`

Ending balance	`$74`		`$170`	`$8`	`$10`	`$(10)`	`$252`

(in 000's)		For the Six months ended June 30, 2018
	Commercial and industrial		Commercial real estate	Consumer real estate	Consumer loans Other	Unallocated	Total
Beginning balance	`$7`		`$155`	`$10`	`$8`	`$-`	`$180`
Provision (credit) for loan losses	`4`		`11`	`(6)`	`1`	`15`	`25`

Charge-offs	`(10)`		`(18)`	`-`	`(7)`	`-`	`(35)`
Recoveries	`2`		`2`	`-`	`6`	`-`	`10`
Net (charge-offs) recoveries	`(8)`		`(16)`	`-`	`(1)`	`-`	`(25)`

Ending balance	`3`		`150`	`4`	`8`	`15`	`$180`

(in 000's)		For the Six months ended June 30, 2017
	Commercial and industrial		Commercial real estate	Consumer real estate	Consumer loans Other	Unallocated	Total
Beginning balance	`$68`		`$179`	`$10`	`$11`	`32`	`$300`
Provision (credit) for loan losses	`4`		`(34)`	`(3)`	`-`	`(43)`	`(76)`

Charge-offs	`-`		`-`	`-`	`(3)`	`-`	`(3)`
Recoveries	`2`		`25`	`1`	`3`	`-`	`31`
Net (charge-offs) recoveries	`2`		`25`	`1`	`-`	`-`	`28`

Ending balance	`$74`		`$170`	`$8`	`$11`	`(11)`	`$252`

(in 000's)			June 30, 2018
	Commercial and industrial	Commercial real Estate		Consumer real estate	Consumer loans Other	Unallocated	Total

Period-end amount allocated to:

Loans individually evaluated for impairment	`$-`	`$31`		`$-`	`$-`	`$-`	`$31`
Loans collectively evaluated for impairment	`3`	`119`		`4`	`8`	`15`	`149`
	`$3`	`$150`		`$4`	`$8`	`$15`	`$180`

Loans, ending balance:
Loans individually evaluated for impairment	`$76`	`$1,202`		`$-`	`$-`	`$-`	`$1,278`
Loans collectively evaluated for impairment	`1,647`	`17,925`		`1,321`	`717`	`-`	`21,610`
Total	`$1,723`	`$19,127`		`$1,321`	`$717`	`$-`	`$22,888`

(in 000's)			December 31, 2017
	Commercial and industrial	Commercial real Estate	Consumer real estate	Consumer loans Other	Unallocated	Total

Period-end amount allocated to:

Loans individually evaluated for impairment	`$-`	`$-`	`$-`	`$-`	`$-`	`$-`
Loans collectively evaluated for impairment	`7`	`155`	`10`	`8`	`-`	`180`
	`$7`	`$155`	`$10`	`$8`	`$-`	`$180`

Loans, ending balance:
Loans individually evaluated for impairment	`$76`	`$1,201`	`$-`	`$-`	`$-`	`$1,277`
Loans collectively evaluated for impairment	`1,722`	`20,188`	`1,729`	`809`	`-`	`24,448`
Total	`$1,798`	`$21,389`	`$1,729`	`$809`	`$-`	`$25,725`

Nonperforming and Nonaccrual and Past Due Loans

An age analysis of past due loans, segregated by class of loans, as of June 30, 2018 is as follows:

		Accruing	Nonaccrual
	Loans	Loans 90 or	Loans 90 or
(In 000's)	30-89 Days	More Days	More Days	Total Past	Current
	Past Due	Past Due	Past Due	Due Loans	Loans	Total Loans
Commercial and industrial:
Commercial	`$-`	`$-`	`$50`	`$50`	`815`	`$865`
SBA loans	`-`	`-`	`-`	`-`	`-`	`-`
Asset-based	`-`	`-`	`125`	`125`	`733`	`858`
Total Commercial and industrial	`-`	`-`	`175`	`175`	`1,548`	`1,723`

Commercial real estate:
Commercial mortgages	`27`	`-`	`1,135`	`1,162`	`9,869`	`11,031`
SBA loans	`-`	`-`	`75`	`75`	`180`	`255`
Construction	`-`	`-`	`-`	`-`	`147`	`147`
Religious organizations	`126`	`-`	`182`	`308`	`7,386`	`7,694`
Total Commercial real estate	`153`	`-`	`1,392`	`1,545`	`17,582`	`19,127`

Consumer real estate:
Home equity loans	`27`	`123`	`285`	`435`	`211`	`646`
Home equity lines of credit	`-`	`-`	`-`	`-`	`16`	`16`
1-4 family residential mortgages	`-`	`-`	`26`	`26`	`633`	`659`
Total consumer real estate	`27`	`123`	`311`	`461`	`860`	`1,321`

Total real estate	`180`	`123`	`1,703`	`2,006`	`18,442`	`20,448`

Consumer and other:
Student loans	`22`	`21`	`-`	`43`	`585`	`628`
Other	`1`	`1`	`-`	`2`	`87`	`89`
Total consumer and other	`23`	`22`	`-`	`45`	`672`	`717`

Total loans	`$203`	`$145`	`$1,878`	`$2,226`	`$20,662`	`$22,888`

An age analysis of past due loans, segregated by class of loans, as of December 31, 2017 is as follows:

			Accruing	Nonaccrual
	Loans		Loans 90 or	Loans 90 or
(In 000's)	30-89 Days		More Days	More Days	Total Past	Current
	Past Due		Past Due	Past Due	Due Loans	Loans	Total Loans
Commercial and industrial:
Commercial		`$-`	`$-`	`$-`	`$-`	`$909`	`$909`
SBA Loans		`-`	`-`	`-`	`-`	`19`	`19`
Asset-based		`-`	`-`	`76`	`76`	`794`	`870`
Total Commercial and industrial		`-`	`-`	`76`	`76`	`1,722`	`1,798`

Commercial real estate:
Commercial mortgages		`50`	`208`	`935`	`1,193`	`10,478`	`11,671`
SBA loans		`-`	`-`	`81`	`81`	`588`	`669`
Construction		`-`	`-`	`-`	`-`	`419`	`419`
Religious organizations		`-`	`-`	`187`	`187`	`8,443`	`8,630`
Total Commercial real estate		`50`	`208`	`1,203`	`1,461`	`19,928`	`21,389`

Consumer real estate:
Home equity loans		`38`	`123`	`289`	`450`	`191`	`641`
Home equity lines of credit		`-`	`-`	`-`	`-`	`17`	`17`
1-4 family residential mortgages		`64`	`-`	`48`	`112`	`959`	`1,071`
Total consumer real estate		`102`	`123`	`337`	`561`	`1,168`	`1,729`

Total real estate

Consumer and other:
Student loans		`32`	`55`	`-`	`87`	`613`	`700`
Other		`6`	`1`	`-`	`7`	`102`	`109`
Total consumer and other		`38`	`56`	`-`	`94`	`715`	`809`

Total loans		`$190`	`$387`	`$1,616`	`$2,192`	`$23,533`	`$25,725`

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 as well as loans that are 90 days or more past due and have not been placed on nonaccrual. 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.

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, 2018
	Good/ Excellent	Satisfactory	Pass	Special Mention	Substandard	Doubtful	Total
Commercial and industrial:
Commercial	`$-`	`$598`	`$-`	`$52`	`$215`	`$-`	`$865`
SBA loans	`-`	`-`	`-`	`-`	`-`	`-`	`-`
Asset-based	`-`	`514`	`129`	`-`	`215`	`-`	`858`
	`-`	`1,112`	`129`	`52`	`430`	`-`	`1,723`
Commercial real estate:
Commercial mortgages	`250`	`7,953`	`1,681`	`12`	`1,135`	`-`	`11,031`
SBA Loans	`-`	`255`	`-`	`-`	`-`	`-`	`255`
Construction	`-`	`147`	`-`	`-`	`-`	`-`	`147`
Religious organizations	`36`	`5,342`	`2,134`	`-`	`182`	`-`	`7,694`
	`286`	`14,809`	`3,944`	`64`	`1,317`	`-`	`19,127`

Total commercial loans	`$286`	`$14,809`	`$3,944`	`$64`	`$1,747`	`-`	`$20,850`

	Residential Mortgage and Consumer Loans June 30, 2018
	Performing	Nonperforming	Total

Consumer Real Estate:
Home equity	`$238`	`$408`	`$646`
Home equity line of credit	`16`	`-`	`16`
1-4 family residential mortgages	`633`	`26`	`659`
	`887`	`434`	`1,321`

Consumer Other:
Student loans	`607`	`21`	`628`
Other	`88`	`1`	`89`
	`695`	`22`	`717`

Total consumer loans	`$1,582`	`$456`	`$2,038`

(In 000's)			Commercial Loans, December 31, 2017
	Good/ Excellent	Satisfactory	Pass	Special Mention	Substandard	Doubtful	Total

Commercial and industrial:
Commercial	`$250`	`$423`	`$-`	`$19`	`$217`	`$-`	`$909`
SBA loans	`-`	`-`	`19`	`-`	`-`	`-`	`19`
Asset-based	`-`	`549`	`152`	`-`	`93`	`76`	`870`
	`250`	`972`	`171`	`19`	`310`	`76`	`1,798`

Commercial real estate:
Commercial mortgages	`-`	`7,876`	`2,764`	`17`	`797`	`217`	`11,671`
SBA Loans	`-`	`588`	`-`	`-`	`81`	`-`	`669`
Construction	`-`	`419`	`-`	`-`	`-`	`-`	`419`
Religious organizations	`48`	`7,560`	`835`	`-`	`187`	`-`	`8,630`
	`48`	`16,443`	`3,599`	`17`	`1,065`	`217`	`21,389`

Total commercial loans	`$298`	`$17,415`	`$3,770`	`$36`	`$1,375`	`$293`	`$23,187`

	Residential Mortgage and Consumer Loans December 31, 2017
	Performing	Nonperforming	Total

Consumer Real Estate:
Home equity	`$352`	`$289`	`$641`
Home equity line of credit	`17`	`-`	`17`
1-4 family residential mortgages	`1,023`	`48`	`1,071`
	`1,392`	`337`	`1,729`

Consumer Other:
Student loans	`700`	`-`	`700`
Other	`109`	`-`	`109`
	`809`	`-`	`809`

Total consumer loans	`$2,201`	`$337`	`$2,538`

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 was one partial charge-off totaling $18,000 for the six months ended June 30, 2018.

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, 2018 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	`-`	`-`	`-`	`-`	`-`
SBA loans	`-`	`-`	`-`	`-`	`-`
Asset-based	`76`	`76`	`-`	`76`	`-`
Total commercial and industrial	`76`	`76`	`-`	`76`	`-`

Commercial real estate:
Commercial mortgages	`945`	`789`	`156`	`945`	`31`
SBA Loans	`75`	`75`	`-`	`75`	`-`
Religious organizations	`182`	`182`	`-`	`182`	`-`
Total commercial real estate	`1,202`	`1,046`	`156`	`1,202`	`31`

Total loans	`$1,278`	`$1,122`	`$156`	`$1,278`	`$31`

Impaired loans as of December 31, 2017 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	`$-`	`$-`	`$-`	`$-`	`$-`
SBA	`-`	`-`	`-`	`-`	`-`
Asset based	`76`	`76`	`-`	`76`	`-`
Total Commercial and industrial	`76`	`76`	`-`	`76`	`-`

Commercial real estate:
Commercial mortgages	`933`	`933`	`-`	`933`	`-`
SBA Loans	`81`	`81`	`-`	`81`	`-`
Religious Organizations	`187`	`187`	`-`	`187`	`-`
Total Commercial real estate	`1,201`	`1,201`	`-`	`1,201`	`-`
Total loans	`$1,277`	`$1,277`	`$-`	`$1,277`	`-`

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, 2018		Three Months Ended June 30, 2017
	Average	Interest recognized	Average	Interest recognized
	Recorded	on impaired	Recorded	on impaired
	Investment	Loans	Investment	Loans

Commercial and industrial:
Commercial	`$-`	`$-`	`$-`	`$-`
SBA loans	`-`	`-`	`-`	`-`
Asset-based	`76`	`-`	`265`	`-`
Total commercial and industrial	`76`	`-`	`265`	`-`

Commercial real estate:
Commercial mortgages	`958`	`-`	`1,355`	`-`
SBA loans	`76`	`-`	`250`	`-`
Religious organizations	`182`	`-`	`192`	`-`
Total commercial real estate	`1,216`	`-`	`1,797`	`-`

Total loans	`$1,292`	`$-`	`$2,062`	`$-`

(In 000's)	Six Months Ended June 30, 2018		Six Months Ended June 30, 2017
	Average	Interest recognized	Average	Interest recognized
	Recorded	on impaired	Recorded	on impaired
	Investment	Loans	Investment	Loans

Commercial and industrial:
Commercial	`$-`	`$-`	`$10`	`$-`
SBA loans		`-`	`-`	`-`
Asset-based	`76`	`-`	`260`	`-`
Total commercial and industrial	`76`	`-`	`270`	`-`

Commercial real estate:
Commercial mortgages	`951`	`-`	`1,355`	`-`
SBA loans	`77`	`-`	`252`	`-`
Religious organizations	`184`	`-`	`193`	`-`
Total commercial real estate	`1,212`	`-`	`1,800`	`-`

Total loans	`$1,288`	`$-`	`$2,070`	`$-`

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 not 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, 2018 and December 31, 2017.

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, 2018	June 30, 2017	June 30, 2018	June 30, 2017

Beginning balance	`$569`	`$447`	`$626`	`$447`
Additions, transfers from loans	`-`	`-`	`-`	`-`
Sales	`(162)`	`-`	`(219)`	`-`
	`407`	`447`	`407`	`447`
Write-ups (downs)	`(5)`	`-`	`(5)`	`-`
Ending Balance	`$402`	`$447`	`$402`	`$447`

There were no loans in the process of foreclosure at June 30, 2018 and December 31, 2017.

The following schedule reflects the components of other real estate owned:

(in 000's)	June 30, 2018	December 31, 2017
Commercial real estate	`$317`	`$294`
Residential real estate	`85`	`332`
Total	`$402`	`$626`

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, 2018	June 30, 2017	June 30, 2018	June 30, 2017
Insurance	`$1`	`$4`	`$6`	`$7`
Legal Fees	`-`	`-`	`-`	`-`
Professional fees	`-`	`-`	`-`	`-`
Real estate taxes	`4`	`4`	`8`	`7`
Utilities	`-`	`-`	`2`	`1`
Maintenance	`1`	`1`	`3`	`15`
Write downs	`5`	`-`	`5`	`-`
Other	`-`		`1`
Total	`$11`	`$9`	`$25`	`$30`

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.

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. 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.

Loans Held for Sale. Fair values are estimated by using actual indicative 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.

Servicing Assets. Fair values for servicing assets related to 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.

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, 2018	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	`$2,244`	`$-`	`$2,244`	`$-`
Government Sponsored Enterprises residential mortgage-backed securities	`2,467`	`-`	`2,467`	`-`
Total	`$4,711`	`$-`	`$4,711`	`-`
Loans held for sale	`$11,431`	`-`	`$11,431`
Loans held at fair value	`$4,989`	`-`	`-`	`$4,989`
Servicing asset	`$311`	`-`	`-`	`$311`

(in 000’s)	Fair Value Measurements at Reporting Date Using:
	Assets/Liabilities Measured at Fair Value at December 31, 2017	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	`$2,273`	`$-`	`$2,273`	`$-`
Government Sponsored Enterprises residential mortgage-backed securities	`2,740`	`-`	`2,740`	`-`
Money market funds	`132`	`132`	`-`	`-`
Total	`$5,145`	`$132`	`$5,013`	`$-`
Loans held for sale	`$10,297`	`$-`	`$10,297`	`$-`
Loans held at fair value	`$4,451`	`$-`	`$-`	`$4,451`
Servicing asset	`$319`	`$-`	`$-`	`$319`

The fair value of the Bank’s AFS securities portfolio was approximately $4,844,000 and $5,145,000 at June 30, 2018 and December 31, 2017, 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, 2018 and 2017.

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, 2018 Fair value	December 31, 2017 Fair Value	Principal valuation techniques	Significant observable inputs	June 30, 2018 Range of inputs	December 31, 2017 Range of inputs
Loans held at fair value:	$ 4,989	$ 4,451	Discounted cash flow	Constant prepayment rate	9.12% to 11.68%	8.54% to 10.41 %
				Weighted average discount rate	9.47% to 11.69%	9.00% to 11.62%
				Weighted average life	2.62 yrs. to 8.89 yrs.	2.67 yrs. to 9.29 yrs.
				Projected default rate	0.95% to 7.76%	0.75% to 7.61%

(in 000’s)

Assets measured at fair value	June 30, 2018 Fair value	December 31, 2017 Fair Value	Principal valuation techniques	Significant observable inputs	June 30, 2018 Range of inputs	December 31, 2017 Range of inputs
Servicing asset	$311	$ 319	Discounted cash flow	Constant prepayment rate	6.87% to 13.04%	5.58% to 10.67 %
				Weighted average discount rate	11.27% to 21.86%	11.75% to 19.74%
				Weighted average life	2.43 yrs. to 7.67 yrs.	2.67 yrs. to 9.09 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	Servicing Asset
Balance at December 31, 2017	`$4,451`	`$319`
Origination of loans/additions	`538`	`48`
Principal repayments/amortization	`(90)`	`(56)`
Change in fair value of financial instruments	`90`	`-`
Balance at June 30, 2018	`$4,989`	`$311`

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, 2018 and December 31, 2017, for which a nonrecurring change in fair value has been recorded during the three months ended June 30, 2018 and year ended December 31, 2017.

Carrying Value at June 30, 2018:

(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)

Impaired loans

$156

$-

$156

Other real estate owned (“OREO”)

$402

-

$402

Carrying Value at December 31, 2017:

(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)

Impaired Loans

$134

-

$134

Other real estate owned (“OREO”)

$626

-

$626

The Company has measured impairment on impaired loans generally based on the fair value of the loan’s collateral. Fair value is generally determined based upon independent third-party appraisals of the properties. In some cases, management may adjust the appraised value due to the age of the appraisal, changes in market conditions, or observable deterioration of the property since the appraisal was completed. Additionally, management makes estimates about expected costs to sell the property which are also included in the net realizable value. If the fair value of the collateral dependent loan is less than the carrying amount of the loan a specific reserve for the loan is made in the allowance for loan losses or a charge-off is taken to reduce the loan to the fair value of the collateral (less estimated selling costs) and the loan is included in the table above as a Level 3 measurement. If the fair value of the collateral exceeds the carrying amount of the loan, then the loan is not included in the table above as it is not currently being carried at its fair value. At June 30, 2018 and December 31, 2017, the fair values shown above exclude estimated selling costs of $40,000.

OREO is carried at the lower of cost or fair value, which is measured at the foreclosure date. If the fair value of the collateral exceeds the carrying amount of the loan, no charge-off or adjustment is necessary, the loan is not considered to be carried at fair value, and is therefore not included in the table above. If the fair value of the collateral is less than the carrying amount of the loan, management will charge the loan down to its estimated realizable value. The fair value of OREO is based on the appraised value of the property, which is generally unadjusted by management and is based on comparable sales for similar properties in the same geographic region as the subject property, and is included in the above table as a Level 2 measurement. In some cases, management may adjust the appraised value due to the age of the appraisal, changes in market conditions, or observable deterioration of the property since the appraisal was completed. In these cases, the loans are categorized in the above table as Level 3 measurement since these adjustments are considered to be unobservable inputs. Income and expenses from operations and further declines in the fair value of the collateral subsequent to foreclosure are included in net expenses from OREO.

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 fair value of assets and liabilities not previously disclosed are depicted below:

		June 30, 2018		December 31, 2017
(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	`$9,952`	`$9,952`	`$11,671`	`$11,671`
Loans, net of allowance for loan losses	(1)	`22,707`	`22,879`	`25,545`	`25,831`
Servicing asset	Level 3	`311`	`311`	`319`	`319`
Accrued interest receivable	Level 1	`154`	`154`	`153`	`153`
Liabilities:
Demand deposits	Level 1	`31,334`	`31,334`	`34,610`	`34,610`
Savings deposits	Level 1	`11,473`	`11,473`	`11,505`	`11,505`
Time deposits	(2)	`9,568`	`9,501`	`9,339`	`9,280`
Accrued interest payable	Level 1	`24`	`24`	`14`	`14`

(1)Level 2 for non-impaired loans; Level 3 for impaired loans.

(2)Level 1 for variable rate instruments, level 3 for fixed rate instruments.

9. Revenue Recognition

Management determined that the primary sources of revenue associated with financial instruments, including interest income on loans and investments, along with certain noninterest revenue sources including gains on the sale of loans, the change in fair value of financial instruments, are not within the scope of Topic 606. As a result, no changes were made during the period related to these sources of revenue, which cumulatively comprise 83.5% of the total revenue of the Company.

The significant components of noninterest income within the scope of Topic 606 are as follows:

Customer Service Fees and ATM Fees — The Company has contracts with its deposit account customers where fees are charged for certain items or services. Service charges include account analysis fees, monthly service fees, overdraft fees, and other deposit account related fees. Additionally, the Company collects revenue when outside customers utilize the Bank’s ATM machines for transactions. Revenue related to account analysis fees, ATM transactions and service fees is recognized on a monthly basis as the Company has an unconditional right to the fee consideration. Fees attributable to specific performance obligations of the Company (i.e. overdraft fees, etc.) are recognized at a defined point in time based on completion of the requested service or transaction.

The following presents noninterest income, segregated by revenue streams in-scope and out-of-scope of Topic 606, for the three and six months ended June 30, 2018 and 2017.

	Three Months Ended		Six Months Ended
	June 30,		June 30,
	2018	2017	2018	2017
(Dollars in thousands)
Noninterest income:
In-scope of Topic 606
Customer Service Fees	`$103`	`$102`	`$203`	`$197`
ATM Fee Income	`27`	`32`	`51`	`63`
Other income	`23`	`34`	`48`	`62`
Noninterest income (in-scope of Topic 606)	`153`	`168`	`302`	`322`
Noninterest income (out-of-scope of Topic 606)	`68`	`139`	`279`	`226`
Total noninterest income	`$221`	`$307`	`$581`	`$548`

10. Regulatory

On April 25, 2018, the Bank entered into stipulations consenting to the issuance of amended and restated Consent Orders with the Federal Deposit Insurance Corporation (“FDIC”) and the Pennsylvania Department of Banking (“Department”) which serve as a prescriptive Restoration Plan providing benchmarks for capital, earnings and asset quality. The material terms of the Consent Orders are identical. The requirements and status of items included in the Orders are as follows:

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. The Board of Directors is optimistic about the Bank’s ability to achieve the requirements as stated. These Orders represent a more tailored approach by regulators to strengthen and preserve minority-owned financial institutions like United Bank of Philadelphia. The priority for the Board of Directors and management is to comply with the Order promptly. The requirements of the Orders are as follows:

·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;

·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. Add two additional board members with banking experience.

·Complete audited financial statements for 2016, 2017, and 2018.

·Formulate and implement a Restoration/Strategic Plan to increase profitability reduce expenses and improve operating performance and related ratios.

·Develop and implement a Strategic Plan for each year during which the orders are in effect, to be revised 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%, by September 2019;

·Formulate a written plan to improve asset quality and reduce the Bank’s risk positions in assets classified as “Doubtful” or “Substandard” at its regulatory examination;

·Eliminate all assets classified as “Loss” at its current regulatory examination;

·Refrain from accepting any brokered deposits; Prepare and submit quarterly reports to the FDIC and the Department detailing the actions taken to secure compliance with the Orders.

·Refrain from paying cash dividends without prior approval of the FDIC and the Department;

As of June 30, 2018, and December 31, 2017, the Bank’s tier one leverage capital ratio was 4.77% and 5.51%, respectively, and its total risk-based capital ratio was 9.20% and 10.11%, respectively. These ratios are below the levels required by the Consent Orders. Management is in the process of addressing all matters outlined in the Consent Orders. The net loss during the quarter resulted in a decrease in the capital ratios. Management has developed and submitted a Capital Plan that focuses on the following:

·Core Profitability from Bank operations—Core profitability is essential to stop the erosion of capital.

·External equity investments—During 2017, the Company received external investments of $925,000 and from other financial institutions. External capital investments will continue to be sought.

·Performance grants—Management has developed a performance grant strategy to attract funding based on economic impact and job creation/retention. The goal is to obtain grant funding from local entities that are seeking a “return on impact”. In April 2019, the Bank received a $2.5 million economic stimulus grant from the City of Philadelphia.

In September 2020, the Bank received a grant totaling $3.4 million from the Pennsylvania CDFI Network to provide financial assistance related to potential losses related to the COVID-19 pandemic. Approximately $614,000 of the grant was allocated to make principal and interest payments for up to six months for struggling small businesses in the Bank’s loan portfolio and mitigate potential deterioration in asset quality.

Further, in August 2021, the Bank was awarded a grant totaling $1,286,000 from the US Treasury’s CDFI Rapid Response Program that was geared to strengthen the Bank as the economy recovers from the effects of the COVID-19 pandemic. This grant resulted in further improvement in the Bank’s capital ratios.

As a result of the above actions, management believes that the Bank has and will be able to comply with the terms and conditions of the Orders.

11. Going Concern

The Company’s consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. As reflected in its consolidated financial statements, the Company reported a net loss of approximately $350,000 for the six months ended June 30, 2018 and approximately $318,000 for the same period in 2017, additionally, the Company reported a net loss of $319,000 for the year ended 2017 and net income of $25,000 for the year ended 2016. Further, the Company 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 8.50% and its total risk-based capital ratio to 12.50%. As of June 30, 2018, the Bank’s tier one leverage capital ratio was 4.77% and its total risk-based capital ratio was 9.20%. 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 Company’s ability to continue as a going concern.

Management has developed a plan to alleviate the substantial doubt about the Company’s ability to continue as a going concern. This plan is primarily based on the following:

·Increase earnings: Core profitability is essential to stop the erosion of capital. Noninterest income will continue to be an important element of the Bank’s earnings enhancement plan, specifically noninterest income from SBA loans will continue to be an important income strategy for the Bank. In addition, management will seek to reduce noninterest expense by reducing targeted areas of overhead including the closure of the Mount Airy branch in 2018 as well as the projected recovery of SBA loan fair value write-downs and other cost reduction strategies. During the fourth quarter 2018 and in 2019, there were SBA fair value write-downs on defaulted loans that totaled more than $1 million. Management has developed forbearance agreements and implemented other collection strategies including the sale of underlying collateral to mitigate the exposure on these loans that management believes will result in the recovery of some fair value write-downs.

·Strengthen Capital: A concentrated effort will continue to be made to stabilize and strengthen the Bank’s capital. Management has identified potential sources of external capital that have been received in 2020 and 2021. This capital will be used to further strengthen the Bank’s balance sheet.

·Comply with the Consent Orders: Management has developed a Restoration Plan to address matters outlined in the Consent Orders including strengthening management, asset quality, profitability and capital. This plan received a “non-objection” from the Bank’s primary regulators in May 2021. Management plans to implement the Restoration Plan in an attempt to comply with the terms and conditions of the Orders.

Based on management’s assessment of the Company’s ability to alleviate the substantial doubt about the its ability to continue as a going concern, these consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

11. Subsequent Events

In December 31, 2018, there was a significant decline in asset quality that resulted in fair value write-downs of defaulted SBA loans totaling $473,000. In addition, an increase of $139,000 in specific reserves related to non-SBA loans was required due to an increase in impaired loan exposure. These write-downs resulted in a reduction in the Bank’s Tier 1 Capital Ratio to 3.75%, below the minimum of 4.00% considered to be “adequately” capitalized. Also, there was a reduction in the total risk-based capital ratio to 7.44%, below the minimum of 8.00% considered to be adequately capitalized.

In April 2019, the Bank received an economic stimulus grant from the City of Philadelphia of $2,500,000 that served to improve its Tier I leverage capital ratio. At December 31, 2019, the Bank’s Tier 1 leverage capital ratio was 5.66% and its total risk-based capital ratio was 11.91% that is considered “adequately capitalized” under the regulatory framework for prompt and corrective action.

Beginning in March 2020, the onset of the COVID-19 pandemic has had an adverse economic effect on a global, national, and local level. Following the outbreak, market interest rates have declined significantly, as the 10-year Treasury bond fell below 1.00% in early March 2020 that could lead to a reduction in the Bank’s net interest margin. In addition, this event may adversely affect asset quality related to the Company’s small business loan customers that have been affected by a reduction in their business operations because of government-imposed restrictions. As a result, the Company has deferred loan payments as necessary for those customers that have been impacted by the pandemic. The pandemic has also affected the way that the Company is conducting business. Since notice of the pandemic, the Company has temporarily closed its Center City branch office and consolidated all customer service activity at its Progress Plaza branch. In addition, the Company has maintained limited on-site presence of four employees or less in the Lending Department while all other employees work remotely in an effort to slow the spread of the pandemic. The full extent of the effect of the pandemic is not yet known.

In September 2020, the Bank received a grant totaling $3.4 million from the Pennsylvania CDFI Network to provide financial assistance related to potential losses related to the COVID-19 pandemic. Approximately $2.8 million of this grant was recorded as noninterest income and $617,000 was recorded as deferred revenue. The deferred revenue portion of the grant was allocated to be used to make principal and interest payments for up to six months for struggling small businesses in the Bank’s loan portfolio. At June 30, 2021, the Bank’s tier one leverage capital ratio was 9.43% and its total risk-based capital ratio was 23.48% which is considered “well capitalized” under the regulatory framework for prompt and corrective action.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

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) any 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 (p) 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.

Overview

The Company reported a net loss of approximately $152,000 ($0.18 per common share) for the quarter ended June 30, 2018 compared to a net loss of approximately $115,000 ($0.14 per common share) for the same quarter in 2017. Management remains committed to 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 has declined as a result of operating losses. Core profitability is essential to stop the erosion of capital. Refer to the Earnings Enhancement discussion below.

Manage asset quality to minimize credit losses and reduce collection costs. There was an increase in the Bank’s total classified assets during the quarter ended June 30, 2018 concentrated in commercial real estate. The risk associated with these loans is mitigated by strong loan-to-value ratios. In conjunction with its regulatory orders, management has developed a Classified Asset Reduction Plan that continues to be utilized to manage the level of non-performing assets. Forbearance, foreclosure and/or other appropriate collection methods will be used as necessary and may result in increased loan and collection expense.

Earnings enhancement plan. Management seeks to increase noninterest income and further reduce noninterest expense to achieve core earnings. The primary strategy continues to focus on increasing SBA loan origination activity and selling the guaranteed portion in the secondary market for gains. During the six months ended June 30, 2018, noninterest income totaling approximately $245,000 (including fair value adjustments) was recognized utilizing this strategy compared to $225,000 for the same period during 2017. Management continues to grow the SBA loan pipeline through relationships with feeder organizations to maximize this income.

While some expense reductions were achieved during the quarter in professional services and office operations and supplies there was an increase in data processing and other operating expenses. Management will seek additional expense reductions, where possible, by performing a line-by-line expense review to identify additional savings.

Another challenge to increased earnings is the restriction on asset growth because of the Bank’s capital levels; however, the Bank’s net interest margin has remained a significant strength. To further increase the Bank’s net interest margin, management will seek to shift excess liquidity into higher yielding loans instead of investments and Federal Funds Sold while managing the cost of funds. In addition, management will continue to balance asset growth with capital adequacy requirements.

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 determinations of the allowance for loan losses and the fair value of loans involve 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. The fair value of loans depends on a variety of factors including estimates of prepayment speed, discount rates, and credit quality of the receivables. 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.

The Company’s significant accounting policies are presented in Note 1 to the Company’s audited consolidated financial statements filed as part of the 2017 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, 2018	Quarter ended June 30, 2017	Six Months ended June 30, 2018	Six Months ended June 30, 2017
*Statement of operations information*:
Net interest income	`$654`	`$567`	`$1,252`	`$1,184`
(Credit) provision for loan losses	`5`	`(46)`	`25`	`(76)`
Noninterest income	`221`	`307`	`535`	`548`
Noninterest expense	`1,023`	`1,035`	`2,112`	`2,125`
Net loss	`(152)`	`(115)`	`(350)`	`(318)`
Net loss per share-basic and diluted	`(0.18)`	`(0.14)`	`(0.42)`	`(0.38)`

*Balance Sheet information:*	June 30, 2018	December 31, 2017
Total assets	`$55,463`	`$59,009`
Loans held for sale	`11,431`	`10,297`
Loans, net	`22,707`	`25,545`
Investment securities	`4,844`	`5,145`
Deposits	`52,375`	`55,455`
Shareholders' equity	`2,860`	`3,281`

Ratios*:

Quarter ended

June 30, 2018

Quarter ended

June 30, 2017

Return on assets

(0.42)%

(1.15)%

Return on equity

(7.92)%

(24.36)%

*annualized

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 $705,000, or 1.24% during the quarter ended June 30, 2018 compared to the quarter ended March 31, 2018. Average funding sources decreased approximately $1.3 million, or 2.30%, during the same quarter in 2018.

Sources and Uses of Funds Trends

( dollars in 000’s)	June 30, 2018			March 31, 2018
	Average	Increase (Decrease)	Increase (Decrease)	Average
	Balance	Amount	%	Balance
Funding uses:
Loans*	`$40,237`	`$(211)`	`(0.52)%`	`$40,448`
Investment Securities	`5,072`	`(103)`	`(1.99)`	`5,175`
Federal funds sold	`10,637`	`(391)`	`(3.55)`	`11,028`
Balances with other banks	`312`	`-`	`-`	`312`
Total uses	`$56,258`	`$(705)`	`(1.24)%`	`$56,963`
Funding sources:
Demand deposits
Noninterest-bearing	`$19,997`	`$(853)`	`(4.09)%`	`$20,850`
Interest-bearing	`14,003`	`(776)`	`(5.25)`	`14,779`
Savings deposits	`11,526`	`(7)`	`(0.06)`	`11,533`
Time deposits	`9,566`	`338`	`3.66%`	`9,228`
Total sources	`$55,092`	`$(1,298)`	`(2.30)%`	`$56,390`

*Total includes loans held for sale, loans held at fair value, and net loans.

Loans

Average loans decreased by approximately $211,000, or 0.52%, during the quarter ended June 30, 2018. While there was origination activity, it was offset by loan paydowns. 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 consumer and residential mortgage loan portfolios continue to decline as a result of residential mortgages and home equity repayment activity as consumers repay loans and 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.

The Bank’s loan portfolio continues to be concentrated in commercial real estate loans that comprise approximately $19.1 million, or 84%, of total loans at June 30, 2018 of which approximately $18.6 million are owner occupied. The Bank continues to have a strong niche in lending to religious organizations for which total loans at June 30, 2018 were approximately $7.7 million, or 34%, of the commercial real estate portfolio. Management closely monitors this concentration to proactively identify and manage credit risk for any conditions that might negatively affect 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)	2018	2017

Commercial and industrial:
Commercial	$ 813	$ 909
SBA Loans	52	19
Asset-based	858	870
Total commercial and industrial	1,723	1,798

Commercial real estate:

Commercial mortgages	11,031	11,671
SBA loans	255	669
Construction	147	419
Religious organizations	7,694	8,630
Total commercial real estate	19,127	21,389

Consumer real estate:
Home equity loans	646	641
Home equity lines of credit	16	17
1-4 family residential mortgages	659	1,071
Total consumer real estate	1,321	1,729

Total real estate	20,448	23,118

Consumer and other:
Student loans	628	700
Other	89	109
Total consumer and other	717	809
Allowance for loan losses	(180)	(180)
Loans, net	$ 22,708	$ 25,545

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 0.79% at June 30, 2018 compared to 0.70% at December 31, 2017.

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 $1,278,000 at June 30, 2018 compared to $1,277,000 at December 31, 2017. As of June 30, 2018, there was a valuation allowance of $31,000 associated with impaired loans. There was no valuation allowance associated with impaired loans at December 31, 2017. 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, 2018 and December 31, 2017, loans to religious organizations represented approximately $182,000 and $187,000, 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.

The percentage of allowance to nonperforming loans was 5.47% and 11.14% at June 30, 2018 and December 31, 2017 respectively. The percentage of nonperforming loans to total loans increased from 6.28% at December 31, 2017 to 7.35% at June 30, 2018. Approximately 91% of nonperforming loans are secured by real estate which serves to mitigate the risk of loss.

The following table sets forth information concerning nonperforming loans and nonperforming assets.

(In 000's)	June 30, 2018	December 31, 2017
Commercial and industrial:
Commercial	`$50`	`$-`
Asset-based	`125`	`76`
Total commercial and industrial	`175`	`76`

Commercial real estate:
Commercial mortgages	`1,135`	`935`
SBA loans	`75`	`81`
Religious organizations	`182`	`187`
Total commercial real estate	`1,392`	`1,203`

Consumer real estate:
Home equity loans	`285`	`289`
`1-4`family residential mortgages	`26`	`48`
Total consumer real estate	`311`	`337`

Total real estate	`1,703`	`1,540`

Consumer and other:
Student loans	`21`	`55`
Other	`1`	`1`
Total consumer and other	`22`	`56`


Total nonaccrual	`1,878`	`1,616`
Total past due 90 days and accruing	`145`	`387`
OREO	`402`	`626`
Total nonperforming assets	`$2,425`	`$2,629`

	June 30, 2018	December 31, 2017
Nonperforming loans to total loans	`7.35%`	`6.28%`
Nonperforming assets to total loans and OREO	`9.35%`	`9.98%`
Nonperforming assets to total assets	`4.36%`	`4.45%`

Allowance for loan losses as a percentage of:
Total loans	`0.79%`	`0.71%`
Total nonperforming loans	`9.58%`	`11.14%`

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

(In 000's)	June 30, 2018	December 31, 2017
Commercial and industrial:
Asset-based	`$-`	`$-`
Total commercial and industrial	`-`	`-`

Commercial real estate:
Commercial mortgages	`-`	`208`
SBA loans	`-`	`-`
Total commercial real estate	`-`	`-`

Consumer real estate:	`-`
Home equity loans	`123`	`123`
Total consumer real estate	`123`	`123`

Consumer and other:
Student loans	`21`	`55`
Other	`1`	`1`
Total consumer and other	`22`	`56`
Total	`$145`	`$387`

Investment Securities and Other Short-term Investments

Average investment securities decreased by approximately $103,000, or 1.99%, during the quarter ended June 30, 2018. The decrease was primarily related to paydowns received on mortgage-backed securities.

The average yield on the investment portfolio increased slightly to 2.28% for the six months ended June 30, 2018 compared to 2.27% for the six months ended June 30, 2017. Amortizing GSE mortgage-backed securities comprises approximate 51% of the portfolio. The payments of principal and interest on these pools of GSE loans serve to provide monthly cash flow 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, 2018, average deposits increased approximately $88,000 or 0.24%. The increase was concentrated in demand deposit accounts that increased on average by approximately $662,000 or 4.82% offset by a decrease in average time deposits of approximately $208,000 or 2.16%. 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.

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:

(in 000’s)

June 30,

2018

December 31,

2017

Commitments to extend credit

$3,090

$4,670

Standby letters of credit

317

The level of commitments decreased during the six months ended June 30, 2018 because of SBA loan funding activity. Approximately $900,000 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. The remainder relates to commitments to fund SBA guaranteed loans.

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.

By policy, the Bank’s minimum level of liquidity is 6.00% of total assets. At June 30, 2018, the Bank had total short-term liquidity, including cash and federal funds sold, of approximately $10 million, or 17.94% of total assets, compared to $11.7 million, or 19.8%, at December 31, 2017. The decrease is primarily related to a $3.1 million decrease in deposit balances.

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, the 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 $12.4 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 (“NBA”) 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 $700,000. 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, 2018, a positive gap position is maintained on a cumulative basis through 1 year of 9.25% that is within the Bank’s policy guidelines of +/- 15% on a cumulative 1-year basis, down from the December 31, 2017 positive gap position of 13.6%. This positive gap position is caused by a high level of loans maturing and/or repricing in one to three months as well as a significant federal funds sold balances. This position makes the Bank’s net interest income more favorable in a rising interest rate environment. 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,

2018, the change in the market value of equity in a +200-basis point interest rate change is (14.61%), within the policy limit of (25.00%), and (20.80%) in a +400-basis point interest rate change, within the policy limit of (50.00%).

Capital Resources

Total shareholders’ equity decreased approximately $420,000 or 12.81%, during the six months ended June 30, 2018 which is attributable to the net loss of approximately $350,000 for the six months ended June 30, 2018 and unrealized losses on available for sale securities of approximately $70,000.

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 utilizing investment bankers.

The Bank’s 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.

In April 2019, the Bank received an economic stimulus grant from the City of Philadelphia of $2,500,000 that served to improve its Tier I leverage capital ratio. At December 31, 2019, the Bank’s tier one leverage capital ratio was 5.66% and its total risk-based capital ratio was 11.91% that is considered “well capitalized” under the regulatory framework for prompt and corrective action. The Bank’s growth and other operating factors such as the need for additional provisions to the allowance for loans losses may have an adverse effect on its capital ratios.

Also, in September 2020, the Bank received a grant totaling $3.4 million from the Pennsylvania CDFI Network to provide financial assistance related to potential losses related to the COVID-19 pandemic. Approximately $2.8 million of this grant was recorded as noninterest income and $617,000 was recorded as deferred revenue. The deferred revenue portion of the grant was allocated to be used to make principal and interest payments for up to six months for struggling small businesses in the Bank’s loan portfolio to mitigate potential asset quality deterioration.

Further, in May 2021, the Bank received an equity investment of $600,000 from another financial institution. It was also notified in June 2021 that it would receive a $1,286,000 grant from the US Treasury CDFI Fund to assist the Bank in its recovery from the effects of the pandemic. These new sources of capital will serve to further improve the Bank’s capital ratios.

At June 30, 2018, capital benchmarks were 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 following table presents the capital ratios of the Company and the Bank as of June 30, 2018 and December 31, 2017:

	June 30, 2018				December 31, 2017
(In 000’s)	Actual		Minimum to be Well Capitalized		Actual		Minimum to be Well Capitalized
	Amount	Ratio	Amount	Ratio	Amount	Ratio	Amount	Ratio
Total (Tier II) capital to risk weighted assets:
Company	2,857	9.35%	N/A		$3,338	10.22%	N/A
Bank	2,813	9.20	3,057	10.00%	3,300	10.11	3,265	10.00%
Tier I capital to risk weighted assets
Company	2,677	8.76	N/A		3,158	9.67	N/A
Bank	2,633	8.61	2,445	8.00%	3,120	9.56	2,612	8.00%
Common equity Tier I capital to risk weighted assets
Company	2,677	8.76	N/A		3,158	9.67	N/A
Bank	2,633	8.61	1,987	6.50%	3,120	9.56	2,122	6.50%
Tier I Leverage ratio (Tier I capital to total quarterly average assets)
Company	2,677	4.83	N/A		3,158	5.58	N/A
Bank	2,633	4.77	2,761	5.00%	3,120	5.51	2,829	5.00%
Tangible common equity to tangible assets
Company	2,677	4.83	N/A	N/A	3,158	5.58	N/A	N/A
Bank	2,633	4.77	N/A	N/A	3,120	5.51	N/A	N/A

Results of Operations

Summary

The Company reported a net loss of approximately $152,000 ($0.18 per common share) for the quarter ended June 30, 2018 compared to a net loss of approximately $115,000 ($0.14 per common share) for the same quarter in 2017. The Company reported a net loss of approximately $350,000 ($0.42 per common share) for the six months ended June 30, 2018 compared to a net loss of approximately $318,000 ($0.38 per common share) for the same period in 2017. 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, 2018			Three months ended June 30, 2017
(in 000’s)	Average Balance	Interest	Yield/Rate	Average Balance	Interest	Yield/Rate

Assets:
Interest-earning assets:
Loans*	`$40,237`	`$598`	`5.95%`	`$37,496`	`$528`	`5.63%`
Investment securities	`5,072`	`29`	`2.27`	`5,503`	`31`	`2.25`
Federal funds sold	`10,637`	`47`	`1.77`	`9,537`	`24`	`1.01`
Interest bearing balances with other banks	`312`	`-`	`-`	`311`	`-`	`-`
Total interest-earning assets	`56,258`	`674`	`4.79`	`52,847`	`583`	`4.42`
Interest-bearing liabilities
Demand deposits	`14,003`	`12`	`0.34`	`13,921`	`6`	`0.19`
Savings deposits	`11,526`	`1`	`0.03`	`11,943`	`1`	`0.05`
Time deposits	`9,566`	`7`	`0.29`	`9,146`	`9`	`0.39`
Total interest-bearing liabilities	`35,095`	`20`	`0.23`	`35,010`	`16`	`0.19`
Net interest income		`$654`			`$567`
Net yield on interest-earning assets			`4.64%`			`4.30%`

	Six months ended June 30, 2018			Six months ended June 30, 2017
(in 000’s)	Average Balance	Interest	Yield/Rate	Average Balance	Interest	Yield/Rate

Assets:
Interest-earning assets:
Loans*	`$40,342`	`$1,145`	`5.68%`	`$37,770`	`$1,117`	`5.91%`
Investment securities	`5,123`	`88`	`2.28`	`5,561`	`63`	`2.27`
Federal funds sold	`10,831`	`58`	`1.63`	`8,052`	`37`	`0.92`
Interest bearing balances with other banks	`312`	`1`	`0.47`	`311`	`1`	`0.64`
Total interest-earning assets	`56,608`	`1,292`	`4.57`	`51,694`	`1,218`	`4.71`
Interest-bearing liabilities
Demand deposits	`14,386`	`24`	`0.18`	`13,724`	`12`	`0.17`
Savings deposits	`11,532`	`3`	`0.05`	`11,898`	`3`	`0.05`
Time deposits	`9,398`	`13`	`0.52`	`9,606`	`18`	`0.37`
Total interest-bearing liabilities	`35,316`	`40`	`0.23`	`35,228`	`33`	`0.19`
Net interest income		`$1,252`			`$1,185`
Net yield on interest-earning assets			`4.42%`			`4.58%`

*For purposes of computing the average balance, loans include all loans including loans held for sale and held at fair value. Loan balances are not reduced for nonperforming loans. Loan fee income is included in interest income on loans but is not considered material.

Net interest income increased approximately $87,000 or 15.39%, for the quarter ended June 30, 2018 compared to the same quarter in 2017. The increase was primarily related to an increase in interest income on loans due to higher yields on loans of 5.94% during the quarter ended June 30, 2018 compared to yields of 5.63% for the quarter ended June 30, 2017 because of an increase in the prime lending rate. In addition, the Bank earned a higher yield on its investment in federal funds sold during this rising rate environment. There was a decline in the net yield for the six months ended June 30, 2018 compared to the same period in 2017 because of an increase in the yield on loans coupled with an increase in the cost of funds related to time deposits.

Rate-Volume Analysis of Changes in Net Interest Income

	Three months ended June 30, 2018 compared to 2017			Three months ended June 30, 2017 compared to 2016
	Increase (decrease) due to			Increase (decrease) due to
(Dollars in thousands)	Volume	Rate	Net	Volume	Rate	Net
Interest earned on:
Loans	$ 37	$ 33	$ 70	$ (8)	$ (153)	$ (161)
Investment securities	(2)	-	(2)	(10)	-	(10)
Federal funds sold	3	20	23	4	12	16
Interest bearing balances with other banks	-	-	-	-	-	-
Total Interest-earning assets	38	53	91	(14)	(141)	(155)
Interest paid on:
Demand deposits	-	6	6	1	(1)	-
Savings deposits	-	-	-	-	-	-
Time deposits	-	(2)	(2)	(1)	1	-
Total interest-bearing liabilities	-	4	4	-	-	-
Net interest income	$ 38	$ 49	$ 87	$ (14)	$ (141)	$ (155)

	Six months ended June 30, 2018 compared to 2017			Six months ended June 30, 2017 compared to 2016
	Increase (decrease) due to			Increase (decrease) due to
(Dollars in thousands)	Volume	Rate	Net	Volume	Rate	Net
Interest earned on:
Loans	$ 78	$ (50)	$ 28	$ (7)	$ (105)	$ (112)
Investment securities	(5)	30	25	(21)	(1)	(22)
Federal funds sold	13	8	21	2	18	20
Interest bearing balances with other banks	-	-	-	-	1	1
Total Interest-earning assets	86	(12)	74	(26)	(87)	(113)
Interest paid on:
Demand deposits	1	11	12	-	-	-
Savings deposits	-	-	-	-	-	-
Time deposits	-	(5)	(5)	(3)	4	1
Total interest-bearing liabilities	1	6	7	(3)	4	1
Net interest income	$ 85	$ (18)	$ 67	$ (23)	$ (91)	$ (114)

For the quarter ended June 30, 2018 compared to the same period in 2017, there was an increase in net interest income of approximately $87,000. This change was due to increases in volume on interest earning assets resulting in additional net interest income of $38,000, as well as an increase in rates, resulting in an increase in net interest income of $49,000. For the six months ended June 30, 2018 compared to the same period in 2017, there was an increase in net interest income of approximately $67,000 due to changes in volume of $85,000 and a decrease of approximately $18,000 due to changes in rate primarily relate to the reduction in yield on the Bank’s loan portfolio.

Provision for Loan Losses

There was a provision (credit) for loan losses of $5,000 and $(46,000), respectively, for the quarters ended June 30, 2018 and 2017. There was a provision for loan losses of $25,000 for the six months ended June 30, 2017 compared to a credit to the provision of $76,000 for the same period in 2017. The increase in the provision was primarily related to declining asset quality trends and charge-off activity. 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 decreased approximately $86,000, or 27.90%, for the quarter ended June 30, 2018 compared to the same quarter in 2017 primarily due to lower gains realized on the sale of loans of approximately $24,000 and a decrease in the fair value of loans of approximately $36,000. Noninterest income decreased approximately $13,000, or 2.30%, for the six months ended June 30, 2018 compared to the same period in 2017.

ATM activity fees decreased by approximately $5,000, or 16.88%, for the quarter ended June 30, 2018 compared to the same period in 2017. ATM activity fees decreased by approximately $12,000, or 18.67%, for the six months ended June 30, 2018 compared to the same period in 2017. ATM usage has declined as consumers continue to move to electronic payment methods utilizing debit and credit cards versus cash. Customer service fees increased approximately $6,000, or 2.85% for the six months ended June 30, 2018 compared to 2017 because of an increase in overdraft fees.

In conjunction with its SBA loan origination strategy, the Bank recognized income of approximately $78,000 and $139,000, respectively, for the three months ended June 30, 2018 and 2017, on the sale of the guaranteed portion of SBA loans and on SBA loans that were held-for-sale and accounted for at fair value under ASC 825, Financial Instruments. The Bank recognized income of approximately $244,000 and $225,000, respectively, for the six months ended June 30, 2018 and 2017. Management plans to continue to increase its SBA loan volume and related gains on sales as its primary strategy to enhance and stabilize earnings.

Other income decreased approximately $11,000, or 33.50%, for the quarter ended June 30, 2018 compared to the same period in 2017 and decreased approximately $14,000, or 22.27%, for the six months ended June 30, 2018 compared to the same period in 2017.

Noninterest Expense

Salaries and benefits increased approximately $2,000, or 0.63%, for the quarter ended June 30, 2018 compared to 2017. For the six months ended June 30, 2018, salaries and benefits expense increased approximately $3,000, or 0.34% compared to 2017. The increase is primarily related to increased cost of healthcare benefits.

Office operations and supplies expense decreased by approximately $21,000, or 25.16%, for the quarter ended June 30, 2018 compared to 2017 and decreased approximately $24,000, or 14.81%, for the six months ended June 30, 2018 compared to 2017. In 2017, there was a reduction in stationary and supplies expense as the Bank moves to more electronic storage and an updated teller platform that required fewer forms.

Marketing and public relations expense increased approximately $2,000, or 57%, for the quarter ended June 31, 2018 compared to 2017 and increased approximately $17,000, or 188%, for the six months ended June 30, 2018 compared to the same period in 2017 because of marketing efforts made to increase the visibility of the Bank and its SBA loan products.

Professional services expense decreased approximately $16,000, or 31.74%, for the quarter ended June 30, 2018 compared to 2017 and decreased approximately $29,000, or 28.75%, for the six months ended June 30, 2018 compared to the same period in 2017. The reduction is primarily the result of a lower fees paid in relation to the Bank’s year-end audits, as the Bank was transitioning to a new audit firm.

Data processing expenses increased approximately $11,000, or 11.35%, for the quarter ended June 30, 2018 compared to 2017 and increased by approximately $14,000, or 6.91% for the six months ended June 30, 2018 compared to the same period in 2017. The increase is primarily due to an increase in processing expenses for the Bank’s core service provider because of annual escalations.

Federal deposit insurance assessments increased approximately $1,000, or 4.35%, for the quarter ended June 30, 2018 compared to 2017 and increased by $4,000, or 8.89% for the six months ended June 30, 2018 compared to the same period in 2017. These increases are based on many factors including the Bank’s deposit size and composition and its current regulatory ratings.

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.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Not applicable.

Item 4. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures.

The management of the Company, including the Chief Executive Officer and the Chief Financial Officer, has conducted an evaluation of the effectiveness of the Company’s disclosure controls and procedures pursuant to Rule 13a-14 under the Securities Exchange Act of 1934 as of the end of the period covered by this Report (the “Evaluation Date”). A control system, no matter how well designed and operated, can provide only reasonable, not absolute insurance, that it will detect or uncover failures within the Company to disclose material information otherwise required to be set forth in the Company’s periodic and annual reports. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that, as of the Evaluation Date, the Company’s disclosure controls and procedures were not effective as of the end of the period covered by this report due to the material weakness described below.

(b) Management’s Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f) under the Securities Exchange Act of 1934. Under the supervision and with the participation of principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on our evaluation under the framework, management has concluded that our internal control over financial reporting was not effective as of June 30, 2017 due to the material weakness described below.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of interim or annual financial statements will not be prevented or detected on a timely basis by the company’s internal controls. Based on our evaluation under the framework, management has concluded that material weaknesses existed in the internal controls as of June 30, 2017 in connection with credit administration matters and the timeliness of financial reporting related to the identification and support for asset quality matters that could have a material effect on the consolidated financial statements.

In June 2017, to address the material weaknesses, we have established the following procedures: (1) Implement a new credit administration monitoring system for items requiring follow-up/annual reviews; (2) Implement an appraisal monitoring procedure for all impaired loans; and (3) Together with credit administration in conjunction with monthly Asset Quality Committee Meetings, identify and provide appropriate supporting documentation for material asset quality-related matters that could affect the consolidated financial statements of the Company. Management believes that this change will address material weaknesses in the financial controls. Additional changes will be implemented as determined necessary.

Although our remediation efforts have been implemented, our material weaknesses will not be considered remediated until new internal controls are operational for a period of time and are tested, and management concludes that these controls are operating effectively.

(c) Changes in Internal Control Over Financial Reporting.

There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the final fiscal quarter of the year to which this Report relates that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Management’s report was not subject to attestation by our registered public accounting firm pursuant to the Dodd-Frank Act which permits small reporting companies, such as the Company, to provide only management’s report in this annual report.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

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.

Item 1A. Risk Factors.

There have not been any material changes to the risk factors disclosed in the Company’s 2017 Annual Report on Form 10-K except as disclosed below. The risk factors disclosed in the Company’s 2017 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 8.50% and its total risk-based capital ratio to 12.50%. As of June 30, 2018, the Bank’s tier one leverage capital ratio was 4.77% and its total risk-based capital ratio was 9.20%. 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.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None

Item 3. Defaults Upon Senior Securities.

None

Item 4. Mine Safety Disclosures.

None

Item 5. Other Information.

None

Item 6. Exhibits.

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.

Signatures

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: September 17, 2021	/s/ Evelyn F. Smalls
	Evelyn F. Smalls
	President & Chief Executive Officer


Date: September 17, 2021	/s/ Brenda M. Hudson-Nelson
	Brenda Hudson-Nelson
	Executive Vice President/Chief Financial Officer

UNITED BANCSHARES INC /PA - FORM 10-Q - September 17, 2021

Attached files

UNITED BANCSHARES INC /PA Reports