Attached files
file | filename |
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EX-31.2 - EXHIBIT 31.2 - UNITED BANCSHARES INC /PA | ex31-2.htm |
EX-32.2 - EXHIBIT 32.2 - UNITED BANCSHARES INC /PA | ex32-2.htm |
EX-31.1 - EXHIBIT 31.1 - UNITED BANCSHARES INC /PA | ex31-1.htm |
EX-32.1 - EXHIBIT 32.1 - UNITED BANCSHARES INC /PA | ex32-1.htm |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 10-Q
(Mark One)
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_X_
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2011 OR
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___
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ______________ TO _____________
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UNITED BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
0-25976
Commission File Number
Pennsylvania
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23-2802415
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(State or other jurisdiction of
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(I.R.S. Employer
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Incorporation or organization)
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Identification No.)
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30 S. 15th Street, Suite 1200, Philadelphia, PA
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19102
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(Address of principal executive office)
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(Zip Code)
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(215) 351-4600
(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months (or such shorter period that the registrant was required to filed such reports), and (2) has been subject to such filing requirements for the past 90 day. Yes _X_ No____
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Registration S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ____ 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___
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Accelerated filer___
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Non-accelerated filer_X_
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Smaller Reporting Company ___
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act. Yes_____ No_X__
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
1
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13, or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes _____ No _____ Not Applicable.
Applicable only to corporate issuers:
Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date.
United Bancshares, Inc. (sometimes herein also referred to as the “Company” or “UBS”) has two classes of capital stock authorized - 2,000,000 shares of $.01 par value Common Stock and 500,000 shares of $0.01 par value Series A Preferred Stock.
The Board of Directors designated a subclass of the common stock, Class B Common Stock, by filing of Articles of Amendment to its Articles of Incorporation on September 30, 1998. This Class B Common Stock has all of the rights and privileges of Common Stock with the exception of voting rights. Of the 2,000,000 shares of authorized Common Stock, 250,000 have been designated Class B Common Stock. There is no market for the Common Stock. As of May 4, 2011, the aggregate number of the shares of the Registrant’s Common Stock issued was 1,068,588 (including 191,667 Class B non-voting).
The Series Preferred Stock consists of 500,000 authorized shares of stock of which 250,000 have been designated as Series A Preferred stock of which 136,842 shares are issued as of May 4, 2011.
2
FORM 10-Q
Index
Item No.
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Page
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PART I-FINANCIAL INFORMATION
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1. Financial Statements | 4 |
2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | |
3. Quantitative and Qualitative Disclosures about Market Risk | |
4. Controls and Procedures | 34 |
PART II-OTHER INFORMATION | |
1. Legal Proceedings | 34 |
1A. Risk Factors | 34 |
2. Unregistered Sales of Equity Securities and Use of Proceeds | 34 |
3. Defaults upon Senior Securities | 35 |
4. Reserved | 35 |
5. Other Information | 35 |
6. Exhibits | 35 |
3
Item 1. Consolidated Statements of Condition--unaudited)
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||||||||
March 31,
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December 31,
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|||||||
2011
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2010
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|||||||
Assets
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||||||||
Cash and due from banks
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$ | 2,055,525 | $ | 2,144,390 | ||||
Interest bearing deposits with banks
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304,890 | 304,721 | ||||||
Federal funds sold
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9,372,000 | 6,247,000 | ||||||
Cash & cash equivalents
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11,732,415 | 8,696,111 | ||||||
Investment securities:
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||||||||
Held-to-maturity, at amortized cost (fair value of $15,342,230
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||||||||
and $15,242,856 at March 31, 2011 and December 31, 2010, respectively) | 15,341,670 | 15,138,389 | ||||||
Available-for-sale, at fair value
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1,259,874 | 1,338,898 | ||||||
Loans, net
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41,938,033 | 45,612,217 | ||||||
Less: allowance for loan losses
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(743,965 | ) | (925,905 | ) | ||||
Net loans
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41,194,068 | 44,686,312 | ||||||
Bank premises & equipment, net
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1,105,518 | 1,143,347 | ||||||
Accrued interest receivable
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377,241 | 363,348 | ||||||
Other real estate owned
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2,015,112 | 1,416,543 | ||||||
Core deposit intangible
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447,370 | 491,889 | ||||||
Prepaid expenses and other assets
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631,158 | 690,878 | ||||||
Total Assets
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$ | 74,104,426 | $ | 73,965,715 | ||||
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||||||||
Liabilities & Shareholders' equity
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||||||||
Demand deposits, non-interest bearing
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$ | 13,714,391 | $ | 13,528,781 | ||||
Demand deposits, interest bearing
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13,896,219 | 13,802,602 | ||||||
Savings deposits
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14,061,139 | 13,856,033 | ||||||
Time deposits, $100,000 and over
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18,290,783 | 17,975,595 | ||||||
Other time deposits
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7,782,491 | 8,047,679 | ||||||
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67,745,023 | 67,210,690 | ||||||
Accrued interest payable
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60,449 | 56,907 | ||||||
Accrued expenses and other liabilities
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310,786 | 400,702 | ||||||
Total Liabilities
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68,116,258 | 67,668,299 | ||||||
Shareholders' equity:
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||||||||
Preferred Stock, Series A, non-cumulative., 6%, $.01 par value, | 1,368 | 1,368 | ||||||
500,000 shares authorized., 136,842 issued and outstanding
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||||||||
Common stock, $.01 par value; 2,000,000 shares authorized;
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||||||||
876,921 shares issued and outstanding
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8,769 | 8,769 | ||||||
Class B Non-voting common stock; 250,000 shares authorized; $0.01 par value;
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||||||||
191,667 shares issued and outstanding
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1,917 | 1,917 | ||||||
Additional-paid-in-capital
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14,749,852 | 14,749,852 | ||||||
Accumulated deficit
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(8,815,549 | ) | (8,508,591 | ) | ||||
Net unrealized gain on available-for-sale securities
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41,811 | 44,101 | ||||||
Total shareholders' equity
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5,988,168 | 6,297,416 | ||||||
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$ | 74,104,426 | $ | 73,965,715 | ||||
See Accompanying Notes to Consolidated Financial Statements which are an integral part of the unaudited consolidated financial statements.
4
Consolidated Statements of Operations—(unaudited)
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Quarter ended
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Quarter ended
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||||||
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March 31,
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March 31,
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||||||
2011
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2010
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|||||||
Interest Income:
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||||||||
Interest and fees on loans
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$ | 668,282 | $ | 693,231 | ||||
Interest on investment securities
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153,231 | 115,982 | ||||||
Interest on Federal Funds sold
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3,244 | 2,079 | ||||||
Interest on time deposits with other banks
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173 | 726 | ||||||
Total interest income
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824,930 | 812,018 | ||||||
Interest Expense:
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||||||||
Interest on time deposits
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39,793 | 52,508 | ||||||
Interest on demand deposits
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17,710 | 19,615 | ||||||
Interest on savings deposits
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3,420 | 3,735 | ||||||
Total interest expense
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60,923 | 75,858 | ||||||
Net interest income
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764,007 | 736,160 | ||||||
Provision for loan losses
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30,000 | 30,000 | ||||||
Net interest income less provision for
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||||||||
loan losses
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734,007 | 706,160 | ||||||
Noninterest income:
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||||||||
Customer service fees
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97,285 | 105,611 | ||||||
ATM activity fees
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86,174 | 90,829 | ||||||
Loan syndication fees
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- | 30,000 | ||||||
Other income
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30,218 | 40,900 | ||||||
Total noninterest income
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213,677 | 267,340 | ||||||
Non-interest expense
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||||||||
Salaries, wages, and employee benefits
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429,738 | 428,846 | ||||||
Occupancy and equipment
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270,145 | 254,015 | ||||||
Office operations and supplies
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77,356 | 72,805 | ||||||
Marketing and public relations
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22,792 | 3,264 | ||||||
Professional services
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70,731 | 68,052 | ||||||
Data processing
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126,017 | 115,776 | ||||||
Deposit insurance assessments
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42,138 | 35,324 | ||||||
Loan collection and other real estate
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47,572 | 27,306 | ||||||
Other noninterest expense
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168,153 | 158,577 | ||||||
Total non-interest expense
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1,254,642 | 1,163,965 | ||||||
Net loss
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$ | (306,958 | ) | $ | (190,465 | ) | ||
Loss per share-basic
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$ | (0.29 | ) | $ | (0.18 | ) | ||
Loss per share-diluted
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$ | (0.29 | ) | $ | (0.18 | ) | ||
Weighted average number of shares
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1,065,088 | 1,065,088 |
See Accompanying Notes to Consolidated Financial Statements which are an integral part of the unaudited consolidated financial statements.
5
Consolidated Statements of Cash Flows--(unaudited)
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Three Months Ended
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Three Months Ended
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||||||
March 31,
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March 31,
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|||||||
2011
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2010
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|||||||
Cash flows from operating activities
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||||||||
Net loss
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$ | (306,958 | ) | $ | (190,465 | ) | ||
Adjustments to reconcile net loss to net cash
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||||||||
used in operating activities:
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||||||||
Provision for loan losses
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30,000 | 30,000 | ||||||
Depreciation expense
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63,018 | 71,430 | ||||||
Amortization expense
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53,398 | 54,662 | ||||||
Increase in accrued interest receivable and other assets
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45,827 | 41,559 | ||||||
Decrease in accrued interest payable and other liabilites
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(86,374 | ) | (170,380 | ) | ||||
Net cash used in operating activities
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(201,089 | ) | (163,194 | ) | ||||
Cash flows from investing activities
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||||||||
Purchase of investments-Held-to-Maturity
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(1,767,805 | ) | (1,765,902 | ) | ||||
Proceeds from maturity & principal reductions of investments-Available-for-Sale
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80,000 | 262,533 | ||||||
Proceeds from maturity & principal reductions of investments-Held-to-Maturity
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1,555,911 | 1,976,391 | ||||||
Net decrease in loans
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2,860,144 | 330,011 | ||||||
Purchase of premises and equipment
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(25,190 | ) | (32,384 | ) | ||||
Net cash provided by investing activities
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2,703,060 | 770,649 | ||||||
Cash flows from financing activities
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||||||||
Net increase (decrease) in deposits
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534,333 | (716,356 | ) | |||||
Net cash provided by (used in) financing activities
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534,333 | (716,356 | ) | |||||
Increase (decrease) in cash and cash equivalents
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3,036,304 | (108,901 | ) | |||||
Cash and cash equivalents at beginning of period
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8,696,111 | 6,289,844 | ||||||
Cash and cash equivalents at end of period
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$ | 11,732,415 | $ | 6,180,943 | ||||
Supplemental disclosures of cash flow information
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||||||||
Cash paid during the period for interest
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$ | 57,381 | $ | 69,028 | ||||
Noncash transfer of loans to other real estate owned
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$ | 602,100 | $ | 474,697 | ||||
See Accompanying Notes to Consolidated Financial Statements which are an integral part of the unaudited consolidated financial statements.
6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(unaudited)
1. Significant Accounting Policies
United Bancshares, Inc. (the "Company") is a bank holding company registered under the Bank Holding Company Act of 1956. The Company's principal activity is the ownership and management of its wholly owned subsidiary, United Bank of Philadelphia (the "Bank").
During interim periods, the Company follows the accounting policies set forth in its Annual Report on Form 10-K filed with the Securities and Exchange Commission. Readers are encouraged to refer to the Company's Form 10-K for the fiscal year ended December 31, 2010 when reviewing this Form 10-Q. Quarterly results reported herein are not necessarily indicative of results to be expected for other quarters.
In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments (consisting of normal recurring adjustments) considered necessary to present fairly the Company's consolidated financial position as of March 31, 2011 and December 31, 2010 and the consolidated results of its operations for the three month periods ended March 31, 2011 and 2010, and its consolidated cash flows for the three months ended March 31, 2011 and 2010.
Estimates
The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from such estimates. An estimate that is particularly susceptible to change in the near term is the allowance for loan losses.
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 this 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.
Income Taxes
Under the liability method, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases 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.
7
Interest and penalties associated with unrecognized tax benefits, if any, would be recognized in income tax expense in the consolidated statements of operations.
Subsequent Events
In accordance with FASB ASC Topic 855, Subsequent Events, management has evaluated subsequent events through May 16, 2011 and has determined that no recognized or non-recognized subsequent events warranted inclusion or disclosure in the interim financial statements as of March 31, 2011.
2. Comprehensive Loss
Total comprehensive loss includes net loss and other comprehensive income or loss that is comprised of unrealized gains and losses on investment securities available for sale, net of taxes. The Company’s total comprehensive loss for the three months ended March 31, 2011 and 2010 was $(309,248) and $(193,892), respectively. The difference between the Company’s net loss and total comprehensive loss for these periods relates to the change in net unrealized gains and losses on investment securities available for sale during the applicable period of time.
3. Net Loss Per Share
The calculation of net loss per share follows:
Three Months Ended
March 31, 2011
|
Three Months Ended
March 31, 2010
|
|||||||
Basic:
|
||||||||
Net loss available to
common shareholders
|
$ | (306,958 | ) | $ | (190,465 | ) | ||
Average common shares
outstanding-basic
|
1,065,588 | 1,065,588 | ||||||
Net loss per share-basic
|
$ | (0.29 | ) | $ | (0.18 | ) | ||
Fully Diluted:
|
||||||||
Average common shares-fully
diluted
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1,065,588 | 1,065,588 | ||||||
Net loss per share-fully diluted
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$ | (0.29 | ) | $ | (0.18 | ) |
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.
4. New Authoritative Accounting Guidance
FASB ASC Topic 310, “Receivables.” New authoritative accounting guidance (Accounting Standards Update No. 2011-01) under ASC Topic 310, "Receivables", temporarily delayed the effective date of the disclosures about troubled debt restructurings in Update 20 10-20. The delay was intended to allow the Board time to complete its deliberations on what constituted a troubled debt restructuring. In April 2011, new authoritative guidance (Accounting Standards Update No. 2011-02) under ASC Topic 310 was released to assist creditors in determining whether a restructuring is a troubled debt restructuring. This update clarifies the guidance on a whether a creditor has made a concession and whether a debtor is experiencing financial difficulties. In addition, the disclosures that were deferred under ASU 2011-01 will now be required. ASU 2011-02 is effective for the first interim or annual period beginning after June 15, 2011, and should be applied retrospectively to the beginning of the annual period of adoption. Early adoption is permitted. The Company will evaluate this new disclosure guidance, but does not expect it to have any effect on the Company's reported financial condition or results of operations.
8
5. Investment Securities
The following is a summary of the Company's investment portfolio as of March 31, 2011:
Amortized Cost
|
Gross unrealized
gains
|
Gross unrealized
losses
|
Fair Value
|
|||||||||||||
Available-for-sale:
|
||||||||||||||||
Government Sponsored Enterprises
residential mortgage-backed
securities
|
$ | 1,068,432 | $ | 62,405 | $ | - | $ | 1,130,837 | ||||||||
Investments in mutual funds
|
129,037 | - | - | 129,037 | ||||||||||||
$ | 1,197,469 | $ | 62,405 | - | $ | 1,259,874 | ||||||||||
Held-to-maturity:
|
||||||||||||||||
U.S. government agencies
|
$ | 9,905,505 | $ | 49,297 | $ | (197,210 | ) | $ | 9,757,592 | |||||||
Government Sponsored Enterprises
residential mortgage-backed
securities
|
5,436,165 | 156,962 | (8,489 | ) | 5,584,638 | |||||||||||
|
$ | 15,341,670 | $ | 206,259 | $ | (205,699 | ) | $ | 15,342,230 |
The following is a summary of the Company's investment portfolio as of December 31, 2010:
Amortized Cost
|
Gross unrealized
gains
|
Gross unrealized
losses
|
Fair Value
|
|||||||||||||
Available-for-sale:
|
||||||||||||||||
Government Sponsored Enterprises
residential mortgage-backed
securities
|
$ | 1,144,091 | $ | 65,822 | - | $ | 1,209,913 | |||||||||
Investments in mutual funds
|
128,915 | - | - | 128,915 | ||||||||||||
$ | 1,273,006 | $ | 65,822 | - | $ | 1,338,828 | ||||||||||
Held-to-maturity:
|
||||||||||||||||
U.S. government agencies
|
$ | 10,401,918 | $ | 90,281 | $ | (145,356 | ) | $ | 10,346,843 | |||||||
Government Sponsored Enterprises
residential mortgage-backed
securities
|
4,736,472 | 165,675 | (6,134 | ) | 4,896,013 | |||||||||||
$ | 15,138,390 | $ | 255,956 | $ | (151,490 | ) | $ | 15,242,856 |
9
The amortized cost and fair value of debt securities classified as available-for-sale and held-to-maturity, by contractual maturity, as of March 31, 2011, are as follows:
Amortized Cost
|
Fair Value
|
|||||||
Available-for-Sale
|
||||||||
Due within one year
|
$ | - | $ | - | ||||
Due after one year through three years
|
- | - | ||||||
Due after three years through five years
|
- | - | ||||||
Due five years through ten years
|
- | - | ||||||
Due after 10 years
|
- | - | ||||||
Government Sponsored Enterprises residential mortgage-backed securities
|
1,068,432 | 1,130,837 | ||||||
Total debt securities
|
1,068,432 | 1,130,837 | ||||||
Investments in mutual funds
|
129,037 | 129,037 | ||||||
$ | 1,197,469 | $ | 1,259,874 |
Held to maturity
|
||||||||
Due within one year
|
$ | - | $ | - | ||||
Due after one year through three years
|
- | - | ||||||
Due after three years through five years
|
250,000 | 249,103 | ||||||
Due five years through ten years
|
8,623,965 | $ | 8,509,848 | |||||
Due after 10 years
|
1,031,540 | 998,641 | ||||||
Government Sponsored Enterprises residential mortgage-backed securities
|
5,436,165 | 5,584,638 | ||||||
$ | 15,341,670 | $ | 15,342,230 |
Expected maturities will differ from contractual maturities because the issuers of certain debt securities do have the right to call or prepay their obligations without any penalties.
The table below indicates the length of time individual securities, have been in a continuous unrealized loss position at March 31, 2011:
(in 000’s)
|
Less Than 12 Months
|
12 Months or Greater
|
Total
|
|||||||||||||||||||||
Description of Securities
|
Fair
Value
|
Unrealized
Losses
|
Fair
Value
|
Unrealized
Losses
|
Fair
Value
|
Unrealized
Losses
|
||||||||||||||||||
Held to maturity:
|
||||||||||||||||||||||||
U.S. government agencies
|
$ | 5,671 | $ | (197 | ) | $ | - | $ | - | $ | 5,671 | $ | (197 | ) | ||||||||||
Government Sponsored Enterprises
residential mortgage-backed securities
|
1,026 | (9 | ) | - | - | 1,026 | (9 | ) | ||||||||||||||||
Total
|
$ | 6,697 | $ | (206 | ) | $ | - | $ | - | $ | 6,697 | $ | (206 | ) | ||||||||||
The table below indicates the length of time individual securities, have been in a continuous unrealized loss position at December 31, 2010:
(in 000’s)
|
Less Than 12 Months
|
12 Months or Greater
|
Total
|
|||||||||||||||||||||
Description of Securities
|
Fair
Value
|
Unrealized
Losses
|
Fair
Value
|
Unrealized
Losses
|
Fair
Value
|
Unrealized
Losses
|
||||||||||||||||||
Held-to-maturity:
|
||||||||||||||||||||||||
U.S. government agencies
|
$ | 5,398 | $ | (145 | ) | $ | - | $ | - | $ | 5,398 | $ | (145 | ) | ||||||||||
Government Sponsored Enterprises
residential mortgage-backed securities
|
536 | (6 | ) | - | - | 536 | (6 | ) | ||||||||||||||||
Total
|
$ | 5,934 | $ | (151 | ) | $ | - | $ | - | $ | 5,934 | $ | (151 | ) |
10
U.S. government and agencies. Unrealized losses on the Company’s investments in direct obligations of U.S. government agencies were caused by 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 bases, which may be maturity, the Company does not consider those investments to be other-than-temporarily impaired at March 31, 2011.
Government Sponsored Enterprises residential mortgage-backed securities. Unrealized losses on the Company’s investment in federal agency mortgage-backed securities may be caused by 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 bases of the Company’s investments. Because the decline in fair value is attributable to changes in 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 bases, which may be maturity, the Company does not consider those investments to be other-than-temporarily impaired at March 31, 2011.
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, we review all securities to determine whether an other-than-temporary decline in value exists and whether losses should be recognized. We consider 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, our intent to sell a security or whether it is more likely than not we 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, our ability and intent to hold the security for a period of time that allows for the recovery in value.
11
6. Allowance for Loan Losses
The Company considers that the determination of the allowance for loan losses involves a higher degree of judgment and complexity than its other significant accounting policies. The balance in the allowance for loan losses is determined based on management's review and evaluation of the loan portfolio in relation to past loss experience, the size and composition of the portfolio, current economic events and conditions, and other pertinent factors, including management's assumptions as to future delinquencies, recoveries and losses. All of these factors may be susceptible to significant change. To the extent actual outcomes differ from management’s estimates, additional provisions for loan losses may be required that would adversely impact earnings in future periods. The following table presents an analysis of the allowance for loan losses.
|
For the three months ended March 31, 2011 | |||||||||||||||||||||||
(in 000's)
|
|
|
|
|||||||||||||||||||||
Commercial and industrial
|
Commercial real estate
|
Residential mortgages
|
Consumer real estate
|
Consumer loans other
|
Total
|
|||||||||||||||||||
Beginning balance
|
$ | 301 | $ | 553 | $ | 36 | $ | 36 | $ | - | $ | 926 | ||||||||||||
Provision for possible loan losses
|
- | 23 | - | - | 7 | 30 | ||||||||||||||||||
Charge-offs
|
(62 | ) | (148 | ) | - | - | (13 | ) | (223 | ) | ||||||||||||||
Recoveries
|
- | 2 | - | 3 | 6 | 11 | ||||||||||||||||||
Net charge-offs
|
(62 | ) | (146 | ) | - | 3 | (7 | ) | (212 | ) | ||||||||||||||
Ending balance
|
$ | 239 | $ | 430 | $ | 36 | $ | 39 | $ | - | $ | 744 | ||||||||||||
Period-end amount allocated to:
|
||||||||||||||||||||||||
Loans indivdually evaluated for impairment
|
$ | - | $ | 22 | $ | - | $ | - | $ | - | $ | 22 | ||||||||||||
Loans collectively evaluated for impairment
|
239 | 408 | 36 | 39 | - | 722 | ||||||||||||||||||
$ | 239 | $ | 430 | $ | 36 | $ | 39 | $ | - | $ | 744 | |||||||||||||
Loans, ending balance:
|
||||||||||||||||||||||||
Loans indivdually evaluated for impairment
|
$ | 439 | $ | 1,261 | $ | - | $ | 129 | $ | - | $ | 1,829 | ||||||||||||
Loans collectively evaluated for impairment
|
3,366 | 28,503 | 3,847 | 2,271 | 2,122 | 40,109 | ||||||||||||||||||
Total
|
$ | 3,805 | $ | 29,764 | $ | 3,847 | $ | 2,400 | $ | 2,122 | $ | 41,938 | ||||||||||||
For the three months ended March 31, 2010
|
||||||||||||||||||||||||
|
||||||||||||||||||||||||
Allowance for credit losses
|
||||||||||||||||||||||||
Beginning balance
|
$ | 727 | ||||||||||||||||||||||
Charge-offs:
|
(131 | ) | ||||||||||||||||||||||
Recoveries:
|
16 | |||||||||||||||||||||||
Net charge-offs
|
(115 | ) | ||||||||||||||||||||||
Provisions for loan losses charged to expense
|
30 | |||||||||||||||||||||||
Ending balance
|
$ | 642 | ||||||||||||||||||||||
12
Nonperforming and Nonaccrual and Past Due Loans
Non-accrual and Past Due Loans. Loans are considered past due if the required principal and interest payments have not been received 30 days as of the date such payments were due. The Bank generally places a loan on non-accrual status when interest or principal is past due 90 days or more. If it otherwise appears doubtful that the loan will be repaid, management may place the loan on nonaccrual status before the lapse of 90 days. Interest on loans past due 90 days or more ceases to accrue except for loans that are well collateralized and in the process of collection. When a loan is placed on nonaccrual status, previously accrued and unpaid interest is reversed out of income. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.
An age analysis of past due loans, segregated by class of loans, as of March 31, 2011 follows:
(In thousands)
|
Accruing
|
|||||||||||||||||||||||
Loans
|
Loans 90 or
|
|
||||||||||||||||||||||
30-89 Days
|
More Days
|
Total Past
|
Current
|
|||||||||||||||||||||
Past Due
|
Past Due
|
Nonaccrual
|
Due Loans
|
Loans
|
Total Loans
|
|||||||||||||||||||
Commercial and industrial:
|
||||||||||||||||||||||||
Commercial
|
$ | 97,644 | $ | 10,614 | $ | 441,234 | 549,492 | $ | 1,131,772 | $ | 1,681,264 | |||||||||||||
SBA loans
|
- | - | 18,223 | 18,223 | 195,328 | 213,551 | ||||||||||||||||||
Asset-based
|
100,941 | - | 100,941 | 1,809,539 | 1,910,480 | |||||||||||||||||||
Total Commercial and industrial
|
97,644 | 111,555 | 459,457 | 668,656 | 3,136,639 | 3,805,295 | ||||||||||||||||||
Commercial real estate:
|
||||||||||||||||||||||||
Commercial mortgages
|
150,743 | - | 741,693 | 892,436 | 14,073,818 | 14,966,254 | ||||||||||||||||||
SBA loans
|
4,499 | 11,100 | 58,123 | 73,722 | 481,110 | 554,832 | ||||||||||||||||||
Construction
|
492,825 | 492,825 | ||||||||||||||||||||||
Religious organizations
|
- | 125,908 | 314,702 | 440,610 | 13,309,274 | 13,749,884 | ||||||||||||||||||
Total Commercial real estate
|
155,242 | 137,008 | 1,114,518 | 1,406,768 | 28,357,027 | 29,763,795 | ||||||||||||||||||
Consumer real estate:
|
||||||||||||||||||||||||
Home equity loans
|
155,040 | 291,616 | 128,785 | 575,441 | 1,198,888 | 1,774,329 | ||||||||||||||||||
Home equity lines of credit
|
39,118 | - | - | 39,118 | 586,415 | 625,533 | ||||||||||||||||||
1-4 family residential mortgages
|
- | - | 303,028 | 303,028 | 3,544,113 | 3,847,141 | ||||||||||||||||||
Total consumer real estate
|
194,158 | 291,616 | 431,813 | 917,587 | 5,329,416 | 6,247,003 | ||||||||||||||||||
Total real estate
|
349,400 | 428,624 | 1,546,331 | 2,324,355 | 33,686,443 | 36,010,798 | ||||||||||||||||||
Consumer and other:
|
||||||||||||||||||||||||
Consumer installment
|
3,176 | - | - | 3,176 | 68,233 | 71,409 | ||||||||||||||||||
Student loans
|
80,537 | 83,159 | - | 163,696 | 1,668,594 | 1,832,290 | ||||||||||||||||||
Other
|
7,489 | 18,590 | - | 26,079 | 192,162 | 218,241 | ||||||||||||||||||
Total consumer and other
|
91,202 | 101,749 | - | 192,951 | 1,928,989 | 2,121,940 | ||||||||||||||||||
Total loans
|
$ | 538,246 | $ | 641,928 | $ | 2,005,788 | $ | 3,185,962 | $ | 38,752,071 | $ | 41,938,033 | ||||||||||||
13
An age analysis of past due loans, segregated by class of loans, as of December 31, 2010 follows:
|
Accruing
|
|||||||||||||||||||||||
Loans
|
Loans 90 or
|
|
||||||||||||||||||||||
30-89 Days
|
More Days |
Total Past
|
Current | |||||||||||||||||||||
Past Due
|
Past Due
|
Nonaccrual
|
Due Loans
|
Loans |
Total Loans
|
|||||||||||||||||||
Commercial and industrial:
|
||||||||||||||||||||||||
Commercial
|
$ | 441,507 | $ | - | $ | 504,660 | 946,166 | $ | 2,187,239 | $ | 3,133,405 | |||||||||||||
SBA loans
|
12,234 | - | 18,223 | 30,457 | 198,265 | 228,722 | ||||||||||||||||||
Asset-based
|
- | - | - | - | 2,367,443 | 2,367,443 | ||||||||||||||||||
Total Commercial and industrial
|
453,741 | - | 522,883 | 976,623 | 4,752,947 | 5,729,570 | ||||||||||||||||||
Commercial real estate:
|
||||||||||||||||||||||||
Commercial mortgages
|
125,348 | - | 1,494,690 | 1,620,038 | 14,154,137 | 15,774,175 | ||||||||||||||||||
SBA loans
|
58,123 | 58,123 | 1,252,909 | 1,311,032 | ||||||||||||||||||||
Religious organizations
|
125,908 | - | 314,702 | 440,610 | 13,211,819 | 13,652,429 | ||||||||||||||||||
Total Commercial real estate
|
251,256 | - | 1,867,515 | 2,118,771 | 28,618,865 | 30,737,636 | ||||||||||||||||||
Consumer real estate:
|
||||||||||||||||||||||||
Home equity loans
|
154,686 | 142,138 | 130,181 | 427,005 | 1,385,890 | 1,812,894 | ||||||||||||||||||
Home equity lines of credit
|
- | - | - | - | 714,392 | 714,392 | ||||||||||||||||||
1-4 family residential mortgages
|
- | - | 260,597 | 260,597 | 4,171,454 | 4,432,051 | ||||||||||||||||||
Total consumer real estate
|
154,686 | 142,138 | 390,778 | 687,602 | 6,271,736 | 6,959,337 | ||||||||||||||||||
Total real estate
|
405,941 | 142,138 | 2,258,293 | 2,806,373 | 34,890,600 | 37,696,973 | ||||||||||||||||||
Consumer and other:
|
||||||||||||||||||||||||
Consumer installment
|
7,564 | - | - | 7,564 | 73,815 | 81,379 | ||||||||||||||||||
Student loans
|
87,464 | 43,731 | - | 131,195 | 1,781,180 | 1,912,375 | ||||||||||||||||||
Other
|
12,793 | 19,238 | - | 32,031 | 159,889 | 191,920 | ||||||||||||||||||
Total consumer and other
|
107,821 | 62,969 | - | 170,790 | 2,014,884 | 2,185,674 | ||||||||||||||||||
Total loans
|
$ | 967,503 | $ | 205,107 | $ | 2,781,176 | $ | 3,953,786 | $ | 41,658,431 | $ | 45,612,217 | ||||||||||||
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 7 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.
|
14
· Risk ratings of “6” are assigned to ‘Substandard” loans which are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Assets must have a well-defined weakness. They are characterized by the distinct possibility that some loss is possible if the deficiencies are not corrected. The borrower’s recent performance indicated an inability to repay the debt, even if restructured. Primary source of repayment is gone or severely impaired and the Bank may have to rely upon the secondary source. Secondary sources of repayment (e.g., guarantors and collateral) should be adequate for a full recovery. Flaws in documentation may leave the bank in a subordinated or unsecured position when the collateral is needed for the repayment.
·
|
Risk ratings of “7” are assigned to “Doubtful” loans which have all the weaknesses inherent in those classified “Substandard” with the added characteristic that the weakness makes the collection or liquidation in full, on the basis of current existing facts, conditions, and values, highly questionable and improbable. The borrower's recent performance indicates an inability to repay the debt. Recovery from secondary sources is uncertain. The possibility of a loss is extremely high, but because of certain important and reasonably- specific pending factors, its classification as a loss is deferred.
|
·
|
Risk rating of “8” are assigned to “Loss” loans which are considered non-collectible and do not warrant classification as active assets. They are recommended for charge-off if attempts to recover will be long term in nature. This classification does not mean that an asset has no recovery or salvage value, but rather, that it is not practical or desirable to defer writing off the loss, although a future recovery may be possible. Loss should always be taken in the period in which they surface and are identified as non-collectible as a result there is no tabular presentation.
|
For consumer and residential mortgage loans, management uses performing versus nonperforming as the best indicator of credit quality. Nonperforming loans consist of loans that are not accruing interest (nonaccrual loans) as a result of principal or interest being in default for a period of 90 days or more or when the ability to collect principal and interest according to contractual terms is in doubt. These credit quality indicators are updated on an ongoing basis. A loan is placed on nonaccrual status as soon as management believes there is doubt as to the ultimate ability to collect interest on a loan, but no later than 90 days past due.
15
The table below details the Bank’s loans by class according to their credit quality indictors discussed above.
March 31, 2011 | ||||||||||||||||||||||||
Good/Excellent
|
Satisfactory
|
Pass
|
Special Mention
|
Subtandard
|
Total
|
|||||||||||||||||||
Commercial and industrial:
|
||||||||||||||||||||||||
Commercial
|
$ | 379,003 | $ | 720,704 | $ | 45,659 | $ | 94,664 | $ | 441,234 | $ | 1,681,264 | ||||||||||||
SBA loans
|
- | 90,000 | 55,643 | - | 67,908 | 213,551 | ||||||||||||||||||
Asset-based
|
- | 1,739,605 | 69,934 | 100,941 | - | 1,910,480 | ||||||||||||||||||
379,003 | 2,550,309 | 171,236 | 195,605 | 509,142 | 3,805,295 | |||||||||||||||||||
Commercial real estate:
|
||||||||||||||||||||||||
Commercial mortgages
|
- | 12,799,133 | 668,759 | 644,364 | 853,998 | 14,966,254 | ||||||||||||||||||
SBA Loans
|
485,609 | - | - | 69,223 | 554,832 | |||||||||||||||||||
Construction
|
- | 492,825 | - | - | - | 492,825 | ||||||||||||||||||
Religious organizations
|
- | 9,945,021 | 3,004,253 | 360,000 | 440,610 | 13,749,884 | ||||||||||||||||||
- | 23,722,588 | 3,673,012 | 1,004,364 | 1,363,831 | 29,763,795 | |||||||||||||||||||
Total commercial loans
|
$ | 379,003 | $ | 26,272,897 | $ | 3,844,248 | $ | 1,199,969 | $ | 1,872,973 | $ | 33,569,090 | ||||||||||||
March 31,2011 | ||||||||||||||||||||||||
Residential Mortgage & Consumer Loans- Performing/Nonperforming
|
||||||||||||||||||||||||
Performing
|
Nonperforming
|
Total
|
||||||||||||||||||||||
Consumer Real Estate:
|
||||||||||||||||||||||||
Home equity
|
$ | 1,645,544 | $ | 128,785 | $ | 1,774,329 | ||||||||||||||||||
Home equity line of credit
|
625,533 | - | 625,533 | |||||||||||||||||||||
1-4 family residential mortgages
|
3,544,113 | 303,028 | 3,847,141 | |||||||||||||||||||||
5,815,190 | 431,813 | 6,247,003 | ||||||||||||||||||||||
Consumer Other:
|
||||||||||||||||||||||||
Consumer Installment
|
71,409 | - | 71,409 | |||||||||||||||||||||
Student loans
|
1,832,290 | - | 1,832,290 | |||||||||||||||||||||
Other
|
218,240 | - | 218,240 | |||||||||||||||||||||
2,121,939 | - | 2,121,939 | ||||||||||||||||||||||
Total consumer loans
|
$ | 7,937,129 | $ | 431,813 | $ | 8,368,942 | ||||||||||||||||||
Total loans
|
$ | 41,938,032 | ||||||||||||||||||||||
16
December 31, 2010 | ||||||||||||||||||||||||
Good/Excellent
|
Satisfactory
|
Pass
|
Special Mention
|
Substandard
|
Total
|
|||||||||||||||||||
Commercial and industrial:
|
||||||||||||||||||||||||
Commercial
|
$ | 379,003 | $ | 2,078,992 | $ | 72,641 | $ |