-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Dz0EuneRJZM3D9iGeEt7dFAN+oQEO4PW9WFZ6EIaV6U7IixWOndVzFrGzVxUaf2M cu37/AdaBErZAIUUQjS/eA== 0000950159-06-001137.txt : 20060814 0000950159-06-001137.hdr.sgml : 20060814 20060814123850 ACCESSION NUMBER: 0000950159-06-001137 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20060630 FILED AS OF DATE: 20060814 DATE AS OF CHANGE: 20060814 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNITED BANCSHARES INC /PA CENTRAL INDEX KEY: 0000944792 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 232802415 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-25976 FILM NUMBER: 061028305 BUSINESS ADDRESS: STREET 1: 300 NORTH THIRD ST CITY: PHILADELPHIA STATE: PA ZIP: 19106 BUSINESS PHONE: 2158292265 MAIL ADDRESS: STREET 1: 2300 PACKARD BLDG STREET 2: 111 S 15TH ST CITY: PHILADELPHIA STATE: PA ZIP: 19102 10-Q 1 unitedbancshares.htm UNITED BANCSHARES 10Q United Bancshares 10Q
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 10-Q
 
(Mark One)
 
 
_X_
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2006 OR
 
 
___
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ______________ TO _____________
 
UNITED BANCSHARES, INC.
 
(Exact name of registrant as specified in its charter)
 
0-25976
 
Commission File Number
 
Pennsylvania
 
23-2802415
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification No.)

30 S. 15th Street, Suite 1200, Philadelphia, PA
19102
(Address of principal executive office)
(Zip Code)
 
(215) 351-4600
 
(Registrant's telephone number, including area code)
 
N/A
 
(Former name, former address and former fiscal year, if changed since last report)
 
Indicate by check mark whether registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months (or such shorter period that the registrant was required to filed such reports), and (2) has been subject to such filing requirements for the past 90 day. Yes _X_   No____
 
Indicate by check mark whether the registrant 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___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__
 
 
 
1

 
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 $.01 par value Common Stock and a Series Preferred Stock (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 July 31, 2006 the aggregate number of the shares of the Registrant’s Common Stock outstanding was 1,068,588 (including 191,667 Class B non-voting). There are 33,500 shares of Common Stock held in treasury stock at July 31, 2006.
 
The Series A Non-Voting Preferred Stock consists of 500,000 authorized shares of stock of which 136,842 shares are issued and outstanding and 6,308 shares are held in treasury stock as of July 31, 2006.


2


 
FORM 10-Q
 
Index
 
Item No. 
 
Page 
 PART I-FINANCIAL INFORMATION
   
     
 
 
 
 
 
 
 
 
 
 
 
 
 
PART II-OTHER INFORMATION
   
     
 
1.     Legal Proceedings
 
 
 
1A.          Risk Factors
 
 
 
 
 
 
 
 
 
 
 
 
 
5.     Other Information
 
 
 
6.     Exhibits
 
 

 
3


Item1. Consolidated Financial Statements (unaudited)
Consolidated Balance Sheets
       
 
 
Unaudited 
     
   
June 30,
 
December 31,
 
   
2006
 
2005
 
Assets
         
Cash and due from banks
 
$
3,456,424
 
$
3,657,763
 
Interest bearing deposits with banks
   
278,303
   
290,030
 
Federal funds sold
   
5,915,000
   
5,292,000
 
Cash & cash equivalents
   
9,649,727
   
9,239,793
 
               
Investment securities:
             
         Held-to-maturity, at amortized cost(fair value of $8,452,818
   
8,730,272
   
10,078,441
 
           and $9,906,420 at June 30, 2006 and December 31, 2005, respectively)
             
         Available-for-sale, at market value
   
3,339,621
   
3,627,425
 
               
Loans , net of unearned discount
   
46,541,061
   
46,422,378
 
Less: allowance for loan losses
   
(509,165
)
 
(472,198
)
Net loans
   
46,031,896
   
45,950,180
 
               
Bank premises & equipment, net
   
1,022,677
   
1,038,081
 
Accrued interest receivable
   
362,264
   
336,466
 
Other real estate owned
   
164,500
   
164,500
 
Core deposit intangible
   
1,293,241
   
1,382,279
 
Prepaid expenses and other assets
   
456,023
   
392,564
 
Total Assets
 
$
71,050,221
 
$
72,209,729
 
 
             
Liabilities & Shareholders' Equity
             
Demand deposits, non-interest bearing
 
$
12,782,595
 
$
14,469,063
 
Demand deposits, interest bearing
   
9,439,039
   
9,788,131
 
Savings deposits
   
17,707,157
   
16,396,073
 
Time deposits, $100,000 and over
   
13,181,224
   
13,004,506
 
Time deposits
   
9,073,473
   
9,665,743
 
 
   
62,183,488
   
63,323,516
 
               
Accrued interest payable
   
141,542
   
150,777
 
Accrued expenses and other liabilities
   
185,230
   
243,657
 
Total Liabilities
   
62,510,261
   
63,717,950
 
               
Shareholders' equity:
             
  Preferred Stock, Series A, non-cum., 6%, $.01 par value,
   
1,368
   
1,368
 
    500,000 shrs auth., 136,842 issued
             
Common stock, $.01 par value; 2,000,000 shares authorized;
             
    876,921 shares issued
   
8,769
   
8,769
 
Class B Non-voting common stock; 250,000 shares authorized; $0.01 par value;
             
    191,667 shares issued and outstanding
   
1,917
   
1,917
 
Treasury Stock, 33,500 shares common and 6,308 preferred, at cost
             
Additional-paid-in-capital
   
14,749,852
   
14,749,852
 
Accumulated deficit
   
(6,160,649
)
 
(6,237,558
)
Net unrealized loss on available-for-sale securities
   
(61,296
)
 
(32,570
)
Total Shareholders' equity
   
8,539,961
   
8,491,778
 
 
 
$
71,050,221
 
$
72,209,729
 
               
 
See Accompanying Notes

 
 
4


 Statements of Operations
 (unaudited)
                   
                   
 
 
Quarter ended
 
Quarter ended
 
Six months ended
 
Six months ended
 
 
 
June 30,
 
June 30,
 
June 30,
 
June 30,
 
 
 
2006
 
2005
 
2006
 
2005
 
Interest Income:
                 
       Interest and fees on loans
 
$
916,670
 
$
856,492
 
$
1,837,294
 
$
1,673,543
 
       Interest on investment securities
   
134,825
   
134,591
   
271,701
   
272,702
 
       Interest on Federal Funds sold
   
71,841
   
36,225
   
126,964
   
62,014
 
       Interest on time deposits with other banks
   
790
   
3,934
   
1,501
   
9,553
 
Total interest income
   
1,124,126
   
1,031,242
   
2,237,460
   
2,017,812
 
                       
Interest Expense:
                     
       Interest on time deposits
   
170,995
   
103,957
   
323,587
   
194,030
 
       Interest on demand deposits
   
23,618
   
11,486
   
47,487
   
22,038
 
       Interest on savings deposits
   
29,168
   
14,534
   
47,761
   
29,174
 
Total interest expense
   
223,781
   
129,977
   
418,835
   
245,242
 
                       
Net interest income
   
900,345
   
901,265
   
1,818,625
   
1,772,570
 
                       
Provision for loan losses
   
35,000
   
70,000
   
75,000
   
110,000
 
Net interest income less provision for
                     
       loan losses
   
865,345
   
831,265
   
1,743,625
   
1,662,570
 
                         
Noninterest income:
                       
       Gain on sale of loans
   
0
   
0
   
0
   
24,720
 
       Customer service fees
   
148,887
   
170,526
   
297,035
   
340,163
 
       ATM activity fees
   
140,973
   
145,535
   
280,505
   
295,571
 
       Loan Syndication Fees
   
50,000
   
76,500
   
70,000
   
122,172
 
       Other income
   
17,834
   
23,664
   
55,292
   
47,626
 
Total noninterest income
   
357,694
   
416,225
   
702,832
   
830,252
 
                         
Non-interest expense
                       
       Salaries, wages, and employee benefits
   
452,463
   
449,635
   
852,223
   
917,053
 
       Occupancy and equipment
   
249,998
   
243,542
   
497,681
   
502,433
 
       Office operations and supplies
   
73,288
   
89,040
   
151,283
   
182,195
 
       Marketing and public relations
   
40,109
   
28,375
   
60,039
   
34,909
 
       Professional services
   
66,255
   
55,111
   
146,066
   
127,877
 
       Data processing
   
105,580
   
106,786
   
207,832
   
216,155
 
       Deposit insurance assessments
   
27,788
   
27,977
   
55,869
   
57,259
 
       Other noninterest expense
   
201,516
   
197,498
   
398,556
   
393,834
 
Total non-interest expense
   
1,216,997
   
1,197,964
   
2,369,549
   
2,431,715
 
                           
       Income before income taxes
   
6,042
   
49,526
   
76,908
   
61,107
 
       Provision for income taxes
   
0
   
0
   
0
   
0
 
       Net income
 
$
6,042
 
$
49,526
 
$
76,908
 
$
61,107
 
                           
       Earnings per share-basic
 
$
0.01
 
$
0.05
 
$
0.07
 
$
0.06
 
       Earnings per share-diluted
 
$
0.01
 
$
0.05
 
$
0.07
 
$
0.06
 
                           
Weighted average number of shares
   
1,068,588
   
1,068,588
   
1,068,588
   
1,068,588
 
                           
See Accompanying Notes
 
 
5

 
Statements of Cash Flows
(unaudited)
           
   
6 months ended
 
6 months ended
 
 
 
June 30,
 
June 30,
 
 
 
2006
 
2005
 
Cash flows from operating activities
         
Net income
 
$
76,908
 
$
61,107
 
Adjustments to reconcile net income to net cash
             
provided by operating activities:
             
    Provision for loan losses
   
75,000
   
110,000
 
    Gain on sale of loans
   
0
   
(24,720
)
    Depreciation and amortization
   
221,007
   
256,498
 
    Increase in accrued interest receivable and other assets
   
(89,257
)
 
(221,895
)
    (Decrease) increase in accrued interest payable and other liabilites
   
(67,662
)
 
35,029
 
Net cash provided by operating activities
   
215,996
   
145,960
 
               
Cash flows from investing activities
             
Purchase of investments-Available-for-Sale
   
0
   
(2,763,785
)
Proceeds from maturity & principal reductions of investments-Available-for-Sale
   
243,439
   
590,509
 
Proceeds from maturity & principal reductions of investments-Held-to-Maturity
   
1,357,632
   
558,091
 
Net increase in loans
   
(156,716
)
 
(1,733,539
)
Purchase of loans
   
0
   
1,437,273
 
Purchase of premises and equipment
   
(110,390
)
 
(173,488
)
Net cash provided by (used in) investing activities
   
1,333,966
   
(2,084,940
)
               
Cash flows from financing activities
             
Net decrease in deposits
   
(1,140,028
)
 
(89,152
)
Net cash provided by (used in) financing activities
   
(1,140,028
)
 
(89,152
)
               
Increase (decrease) in cash and cash equivalents
   
409,934
   
(2,028,131
)
               
Cash and cash equivalents at beginning of period
   
9,239,793
   
8,933,569
 
               
Cash and cash equivalents at end of period
 
$
9,649,727
 
$
6,905,438
 
               
Supplemental disclosures of cash flow information
             
Cash paid during the period for interest
 
$
409,600
 
$
256,742
 
               
               

See Accompanying Notes
 
6

 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
1. General
 
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, 2005 when reviewing this Form 10-Q. Quarterly results reported herein are not necessarily indicative of results to be expected for other quarters.

In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments (consisting of normal recurring adjustments) considered necessary to present fairly the Company's consolidated financial position as of June 30, 2006 and December 31, 2005 and the consolidated results of its operations for the three month periods ended June 30, 2006 and 2005, and its consolidated cash flows for the six month periods ended June 30, 2006 and 2005.
 
2. Share Based Payment
 
In 1998, the Company adopted a Stock Option Plan. Prior to January 1, 2006, the Bank applied APB Opinion 25 and related Interpretations in accounting for the Plan and disclosed the pro forma information required by FAS 123 and FAS 148. There was no compensation expense recognized for the stock options.
 
As of January 1, 2006, the Bank transitioned to fair value based accounting for stock-based compensation using a modified version of prospective application in accordance with Statement of Financial Accounting Standards No. 123R, (“FAS 123R”), Share-Based Payment. There was no compensation cost charged against income for the Plan for the six months ended June 30, 2006 and 2005 as no options were granted under the Plan during these periods. All options were fully vested at December 31, 2005.
 
The Stock Option Plan provides for the granting of options at the fair market value of the Company’s common stock at the time the options are granted. Each option granted under the Stock Option Plan may be exercised within a period of ten years from the date of grant. However, no option may be exercised within one year from the date of grant. In 1998, options to purchase 29,694 shares of the Company’s common stock at a price of $8.54 per share were awarded, to the former chief executive officer. Those options remain outstanding at June 30, 2006.
 
A summary of the status of the Bank’s stock options as of June 30, 2006 and 2005 and the changes during the six months ended on those dates is as presented below:
 
   
2006
 
 
 
# Shares of
Underlying
Options
 
 
Exercise
Price
 
 
Outstanding at beginning of the period
   
29,694
 
$
8.54
 
 
Granted
   
   
 
 
Exercised
   
 
$
 
 
Forfeited
   
   
 
 
Expired
   
   
 
 
Outstanding at end of period
   
29,694
 
$
8.54
 
 
Exercisable at end of period
   
29,694
 
$
8.54
 
 

7

 
   
2005
 
   
 
# Shares of
Underlying
Options
 
 
Exercise
Price
 
 
Outstanding at beginning of the period
   
29,694
 
$
8.54
 
 
Granted
   
   
 
 
Exercised
   
 
$
 
 
Forfeited
   
   
 
 
Expired
   
   
 
 
Outstanding at end of period
   
29,694
 
$
8.54
 
 
Exercisable at end of period
   
29,694
 
$
8.54
 
 
The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions used for grants in 1998: no dividends declared; expected volatility of 20%; a risk-free interest rate of 4.7%, and expected life of 10 years.
 
3. Comprehensive Income
 
Total comprehensive income includes net income and other comprehensive income or loss which is comprised o unrealized gains and losses on investment securities available for sale, net of taxes. The Company’s total comprehensive income for the six months ended June 30, 2006 and 2005 was $48,182 and $42,483, respectively. The difference between the Company’s net income and total comprehensive income 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.
 
4.  
Critical Accounting Policies—Allowance for Loan Losses
 
The Bank 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.
 
 ALLOWANCE FOR LOAN LOSSES

(Dollars in thousands)
 
Six months ended
June 30, 2006
 
Balance at January 1, 2006
 
$
472
 
Charge-offs:
       
Commercial loans
   
(62
)
Consumer loans
   
(80
)
Total charge-offs
   
(142
)
Recoveries
   
104
 
Net(charge-offs)recoveries
   
(38
)
Additions charged to operations
   
75
 
Balance at June 30, 2006
 
$
509
 
 
 
 
8

 
 
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,” and similar expressions are intended to identify such forward-looking statements. 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 or 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 and the war in Iraq) and the U.S. Government’s response to those events or the U.S. Government becoming involved in an additional conflict in a foreign country; (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 customers; and (l) UBS’ success in managing the risks involved in the foregoing.

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

The Company is a bank holding company for the Bank and the accompanying financial statements in this report are prepared on a consolidated basis to include the accounts of the Company and the Bank. The purpose of this discussion is to focus on information about the Bank’s financial condition and results of operations, which is not otherwise apparent from the consolidated financial statements included in this quarterly report. This discussion and analysis should be read in conjunction with the financial statements presented elsewhere in this report.

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


 
9

 
 
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, 2006
 
 
Quarter ended
June 30, 2005
 
Net interest income
 
$
900
 
$
901
 
Provision for loan losses
   
35
   
70
 
Noninterest income
   
358
   
416
 
Noninterest expense
   
1,217
   
1,198
 
Net income
   
6
   
50
 
               
Earnings per share-basic and diluted
 
$
0.01
 
$
0.05
 
               
Balance sheet totals:
   
June 30, 2006
 
 
December 31, 2005
 
Total assets
 
$
71,050
 
$
72,210
 
Loans, net
 
$
46,032
 
$
45,950
 
Investment securities
 
$
12,070
 
$
13,706
 
Deposits
 
$
62,183
 
$
63,324
 
Shareholders' equity
 
$
8,540
 
$
8,492
 
               
Ratios
   
Quarter ended
June 30, 2006
 
 
Quarter ended
June 30, 2005
 
Return on assets
   
0.03
%
 
0.06
%
Return on equity
   
0.33
%
 
0.52
%
Tangible Equity to assets ratio
   
10.01
%
 
9.84
%
 
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.

Sources and Uses of Funds Trends
   
June 30, 2006
         
March 31, 2006
 
(Thousands of Dollars, except percentages)
 
Average
 
Increase (Decrease)
     
Average
 
   
Balance
 
Amount
 
 %
 
Balance
 
Funding uses:
                         
Loans
 
$
46,624
   
($703
)
 
(1.49
)%
$
47,327
 
Investment securities
                         
Held-to-maturity
   
8,946
   
(104
)
 
(1.15
)
 
9,050
 
Available-for-sale
   
3,219
   
(58
)
 
(1.77
)
 
3,277
 
Federal funds sold
   
5,863
   
918
   
18.56
   
4,945
 
Balances with other banks
   
279
   
(9
)
 
(3.13
)
 
288
 
Total uses
 
$
64,931
 
$
44
   
0.07
%
$
64,887
 
Funding sources:
                         
Demand deposits
                         
Noninterest-bearing
 
$
13,731
   
(496
)
 
(3.49
)%
$
14227
 
Interest-bearing
   
9,052
   
(276
)
 
(2.96
)
 
9,328
 
Savings deposits
   
16,105
   
(223
)
 
(1.37
)
 
16,328
 
Time deposits
   
22,491
   
(123
)
 
(0.54
)
 
22,614
 
Total sources
 
$
61,379
   
($1,118
)
 
1.79
%
$
62,497
 
 
 
 
10

 
 
Loans

Average loans decreased $703 thousand, or 1.49%, during the quarter ended June 30, 2006 as a result of loan payoff activity with residential mortgage loans, home equity lines of credit and loan participations with other financial institutions. Because the Bank does not have a direct relationship with these loan customers, payoffs are often unexpectedly received. Although the Bank’s direct loan originations are increasing, participations with other financial institutions are utilized as a low cost means to build the Bank’s earning assets while it continues to enhance its own business development capacity.

The Bank’s loan portfolio is heavily concentrated in commercial loans that comprise $34.5 million, or 74.10%, of total loans at June 30, 2006. Approximately $26.5 million of these loans are secured by commercial real estate. The Bank continues to have a strong niche in lending to religious organizations for which total loans now approximate 30% of the commercial portfolio.

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. The following factors are considered in determining the adequacy of the allowance for loan losses: levels and trends in delinquencies and impaired loans; levels of and trends in charge-offs and recoveries; trends in volumes and terms of loans, effects of any changes in risk selection and underwriting standards, and other changes in lending policies, procedures and practices; experience, ability, and depth of lending management and relevant staff; national and local economic conditions; industry conditions; and effects of changes in credit concentrations.

Management uses available information to recognize losses on loans, however, future additions may be necessary based on changes in economic conditions. 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 which is subject to significant judgment and short-term change.

ANALYSIS OF THE ALLOWANCE FOR LOAN LOSSES
(Dollars in thousands)
 
Six months ended
June 30, 2006
 
Year ended
December 31, 2005
 
Six months ended
June 30, 2005
 
Allowance for loan losses
 
$
509
 
$
472
 
$
574
 
Total classified loans
 
$
1,394
 
$
1,010
 
$
2,392
 
Allowance for loan losses as a percentage of:
                   
    Total Loans
   
1.09
%
 
1.01
%
 
1.22
%
    Total nonperforming loans
   
64
%
 
69
%
 
35
%
Net charge-offs as a percentage of average loans (year-to-date)
   
.08
%
 
1.43
%
 
.29
%

During the year ended December 31, 2005, the Bank charged-off $981,000 in classified loans resulting in a reduction in the allowance as well as a decline in classified loans. The increase in classified loans for the six months ended June 30, 2006 is primarily a result of an increase in classified consumer loans and residential mortgage loans. The bulk of the classified consumer loans represent automobile loans for which the Bank is aggressively pursuing collection including repossession and auction. The increase in classified residential loans is primarily due to several loan customers for which the Bank has worked with its servicing agent to pursue acceptable payment arrangements. These loans typically have strong loan-to-values that help to mitigate the risk of loss in the event of foreclosure.

Although the allowance for loan losses covered only 64% of total non-performing loans at June 30, 2006, the risk of loss on these loans is mitigated by strong real estate collateral values as well as guarantees of the Small Business Administration (SBA). In 2005, the Bank was successful in pursuing collection from the SBA on a significant loan for which it presented appropriate documentation. The Bank works with an outside SBA specialist to ensure proper submission of information to the SBA to increase the probability of collection of guarantees.

Nonperforming and Nonaccrual Loans
 
The Bank generally determines a loan to be "nonperforming" when interest or principal is past due 90 days or more. If it otherwise appears doubtful that the loan will be repaid, management may consider the loan to be "nonperforming" before the lapse of 90 days. The policy of the Bank is to charge-off unsecured loans after 90 days past due. Interest on "nonperforming" loans ceases to accrue except for loans that are well collateralized and in the
 
 
 
11

 
 
process of collection. When a loan is placed on non-accrual, previously accrued and unpaid interest is generally reversed out of income unless adequate collateral from which to collect the principal of and interest on the loan appears to be available.
 
 
(Dollars in thousands)
 
 
June 30, 2006
 
 
December 31, 2005
 
 
June 20, 2005
 
 
Nonperforming loans:
                   
 
    Commercial
 
$
444
 
$
512
 
$
1,421
 
 
    Installment
   
104
   
82
   
106
 
 
    Residential Real Estate
   
243
   
89
   
90
 
 
    Total
 
$
791
 
$
683
 
$
1,617
 
 
At June 30, 2006, non-accrual loans were approximately $791 thousand--up from $683 thousand at December 31, 2005 because of additional residential mortgage loans and consumer that were placed on non-accrual status during the period. The Bank continues to work with these borrowers to develop acceptable repayment plans. The loans classified as non-performing at June 30, 2006 either have guarantees of the Small Business Administration or have strong loan-to-values that help to minimize the risk of loss. There is no other known information about possible credit problems other than those classified as nonaccrual that causes management to be uncertain as to the ability of any borrower to comply with present loan terms.
 
Investment Securities and Other Short-term Investments

Investment securities, including Federal Funds Sold, increased on average by $756 thousand, or 4.38%, during the quarter ended June 30, 2006 as a result of loan payoffs/paydowns that served to increase the level of federal funds sold. The yield on the investment portfolio was 4.52% at June 30, 2006 compared to 4.35% one year ago. The increase in the yield is primarily a result of some of the Bank’s floating rate mortgage-backed securities that have Treasury and LIBOR indices that repriced in a higher interest rate environment.

Deposits

During the quarter ended June 30, 2006, average deposits decreased $1.1 million, or 1.79%. The decrease was primarily in demand deposit account balances. The Bank has several large construction-related accounts for which projects were completed and average funded balances declined. Balances in these accounts will continue to fluctuate as new projects are started and completed.
 
Although a new premium rate statement savings product was introduced in March 2006, it did not result in significant growth in deposit balances as projected. Management is reviewing the marketing strategies related to this product and will roll out a new campaign in September 2006. In addition, implementation plans are underway for remote deposit capture. This process will make it convenient for customers to make deposits without coming into the Bank’s branches. This is deemed a “first in” strategy that will allow the Bank to capture more market share.
 
While the Bank has $13 million in certificates of deposit with balances of $100,000 or more, approximately $9 million, or 69%, of the these deposits are with governmental or quasi-governmental entities that have a long history with the Bank and are considered stable.

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. Management believes the Bank has adequate liquidity to support the funding of unused commitments. The Bank's financial instrument commitments at June 30, 2006 are summarized below:
 
 
 
12

 
 
Commitments to extend credit
 
$
8,938,000
 

Liquidity and Interest Rate Sensitivity Management

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.

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. Other types of assets such as federal funds sold, as well as maturing loans, are also sources of liquidity. Approximately $9.8 million in loans are scheduled to mature within one year.

By policy, the Bank’s minimum level of liquidity is 6.00% of total assets. At June 30, 2006, the Bank had total short-term liquidity, including cash and federal funds sold, of $9.6 million, or 13.58% of total assets. Additional liquidity of approximately $3.3 million is provided by the portion of the Bank’s investment portfolio classified as available-for-sale. However, a significant portion of these securities is used as collateral for governmental/quasi-governmental agencies and are therefore restricted from use to fund loans or to meet other liquidity requirements.
 
 Capital Resources

Total shareholders' equity increased approximately $48 thousand compared to December 31, 2005. The increase in equity was primarily due to net income of $76 thousand during six months ended June 30, 2006 less a $29 thousand decrease in other comprehensive income (FAS 115 unrealized losses on available-for-sale securities) because of interest rate changes that decreased the value of the investment portfolio. As indicated in the table below, the Company’s risk-based capital ratios are above the minimum regulatory requirements. Management continues the objective of raising additional capital by increasing the rate of internal capital growth as a means of maintaining the required capital ratios. The Company and the Bank do not anticipate paying dividends in the near future.
 
   
Company
 
Company
 
(thousands of dollars, except percentages)
 
June 30,
2006
 
December 31,
 2005
 
Total Capital
 
$
8,539
 
$
8,491
 
Less: Intangible Asset/Net unrealized gains (losses) on available for sale portfolio
   
(1,232
)
 
(1,350
)
Tier 1 Capital
   
7,307
   
7,141
 
Tier 2 Capital
   
509
   
472
 
Total Qualifying Capital
 
$
7,816
 
$
7,613
 
Risk Adjusted Total Assets (including off-
             
Balance sheet exposures)
 
$
45,548
 
$
44,503
 
Tier 1 Risk-Based Capital Ratio
   
16.04
%
 
16.04
%
Tier 2 Risk-Based Capital Ratio
   
17.15
%
 
17.10
%
Leverage Ratio
   
11.14
%
 
9.87
%
 
   
Bank 
   
Bank
 
Total Capital
 
$
8,251
 
$
8,202
 
Less: Intangible Asset/Net unrealized gains (losses)
    on available for sale portfolio
   
(1,232
)
 
(1,350
)
               
Tier 1 Capital
   
7,019
   
6,852
 
Tier 2 Capital
   
509
   
472
 
Total Qualifying Capital
   
7,528
 
$
7,324
 
Risk Adjusted Total Assets (including off-
             
Balance sheet exposures)
 
$
45,548
 
$
44,503
 
Tier 1 Risk-Based Capital Ratio
   
15.41
%
 
15.39
%
Tier 2 Risk-Based Capital Ratio
   
16.53
%
 
16.45
%
Leverage Ratio
   
10.01
%
 
9.47
%
 
 
 
13

 
 
Results of Operations

Summary

The Bank had net income of approximately $6 thousand ($0.01 per common share) for the quarter ended June 30, 2006 compared to a net income of $50 thousand ($0.05 per common share) for the quarter ended June 30, 2005. The decrease in income is primarily attributable to a decrease in non-interest income as well as an increase in noninterest expenses. The Bank had net income of approximately $76 thousand ($0.07 per common share) for the six months ended June 30, 2006 compared to a net income of $61 thousand ($0.06 per common share) for the six months ended June 30, 2005. A detailed explanation for each component of earnings is included in the sections below.

Net Interest Income
Average Balances, Rates, and Interest Income and Expense Summary
       
Three months ended June 30, 2006
         
Three months ended June 30, 2005
     
(Dollars in thousands)
 
Average
Balance
 
 
Interest
 
 
Yield/Rate
 
Average
Balance
 
 
Interest
 
 
Yield/Rate
 
                           
Assets:
                         
Interest-earning assets:
                         
    Loans
 
$
46,624
 
$
917
   
7.86
%
$
47,768
 
$
856
   
7.17
%
    Investment securities-HTM
   
8,946
   
95
   
4.25
   
8,550
   
88
   
4.10
 
    Investments securities-AFS
   
3,219
   
40
   
4.97
   
4,153
   
47
   
4.53
 
    Federal funds sold
   
5,863
   
72
   
4.90
   
5,012
   
36
   
2.89
 
    Interest bearing balances with other banks
   
279
   
1
   
1.13
   
889
   
4
   
1.77
 
        Total interest-earning assets
   
64,931
   
1,124
   
6.93
   
66,382
   
1,031
   
6.30
 
Interest-bearing liabilities
                                     
    Demand deposits
   
9,052
   
24
   
1.04
   
8,323
   
11
   
0.55
 
    Savings deposits
   
16,105
   
29
   
0.72
   
17,505
   
15
   
0.33
 
    Time deposits
   
22,491
   
171
   
3.04
   
23,677
   
104
   
1.76
 
        Total interest-bearing liabilities
   
47,648
   
223
   
1.88
   
49,505
   
130
   
1.05
 
Net interest earnings
       
$
901
             
$
901
       
Net yield on interest-earning assets
               
5.55
%
             
5.43
%
 
Net interest income was relatively the same for the quarter ended June 30, 2006 compared to June 30, 2005. Although the net yield on average earning assets increased 63 basis points, the cost of interest-bearing liabilities increased 75 basis points primarily because of an increase in rates the Bank paid on its certificates of deposits. The Federal Reserve made a series of increases in short-term rates over the last year. However, because the Bank’s deposit base includes many low cost core checking and savings deposits that are not sensitive to rate changes, the Bank did not experience margin compression (a shrinking net interest margin). If successful, the Bank’s higher interest rate premium savings product may increase the cost of funds resulting in a lower net interest margin but higher net interest earnings because of the increased level of earning assets (deposits).

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 charge, overdrafts, account analysis, and other customer service fees. Noninterest income declined $59 thousand, or 14.06%, for the quarter ending June 30, 2006, compared to the same quarter in 2005.

Customer service fees declined by $22 thousand, or 12.69%, for the quarter ended June 30, 2006, compared to 2005. The decline came as a result of less activity fees on deposits because of the reduction in the deposit base. In addition, ATM fees declined by $5 thousand, or 3.13% for the quarter ending June 30, 2006, compared to 2005 due in part to down-time experienced on several machines as a result of equipment/network upgrades. In addition, there was a $26 thousand decline in syndication fee income as a result of the non-renewal of one credit facility for which the Bank served as agent.
 
 
 
14

 

Noninterest Expense

Salaries and benefits increased $3 thousand, or 0.63%, for the quarter ended June 30, 2006 compared to 2005. The increase was the result of the normal salary increases. Management continues its review to ensure the Bank is operating with the most efficient organizational structure.

Data processing expenses decreased approximately $1 thousand, or 1.13%, for the quarter ended June 30, 2006 compared to 2005. The reduction is primarily a result of a decline in processing costs associated with the Bank’s core service provider. In mid 2005, the Bank re-negotiated several line items to achieve cost savings. The Bank continues to study methods by which it may further reduce its data processing cost.
 
Occupancy expense increased approximately $6 thousand, or 2.65%, for the quarter ended June 30, 2006 compared to 2005. The increase is primarily attributable normal escalations in rent expense as well as increased common area maintenance expense associated with leased facilities.
 
Marketing and public relations expense increased approximately $12 thousand, or 41.35%, for the quarter ended June 30, 2006 compared to 2005. In March 2006, the Bank launched a marketing campaign for its new signature savings account including a direct mail solicitation, ongoing newspaper advertisements, and other promotional give-aways.

Professional services expense increased approximately $11 thousand, or 20.22%, for the quarter ended June 30, 2006 compared to 2005. The increase is primarily attributable to an increase in audit fees as well as computer-related consulting fees.
 
Office operations and supplies expense decreased $16 thousand, or 17.69%, for the quarter ended June 30, 2006 compared to 2005. Beginning in 2005, management began purging its records in accordance with its record retention program to reduce offsite storage cost.

All other expenses are reflective of the general cost to do business and compete in the current regulatory environment and maintenance of adequate insurance coverage.
 
Regulatory Matters
 
In February 2000, as a result of a regulatory examination completed in December 1999, the Bank entered into a Written Agreement (“Agreement”) with its primary regulators with regard to, among other things, achievement of agreed-upon capital levels, implementation of a viable earnings/strategic plan, adequate funding of the allowance for loan losses, the completion of a management review and succession plan, and improvement in internal controls. The current Agreement requires the Bank maintain a minimum Tier 1 leverage capital ratio of 7.00%. As of December 31, 2002, the Bank had met the required ratios by continuing to implement strategies that included improving profitability, consolidating branches, and soliciting new and additional sources of capital. At June 30, 2006, the Bank’s tier one leverage ratio was 10.01%--300 basis points above the 7.00% minimum requirement. Management continues to address all matters outlined in the Agreement and believes that the Bank is substantially in compliance with the Agreement’s terms and conditions. Failure to comply could result in additional regulatory supervision and/or actions.
 
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 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 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.
 
 
 
15

 
 
Under the Federal Reserve Act, if a bank has sustained losses equal to or exceeding its undivided profits then on hand, no dividend shall be paid, and no dividends can ever be paid in an amount greater than such bank’s net profits less losses and bad debts. Cash dividends must be approved by the Board if the total of all cash dividends declared by a bank in any calendar year, including the proposed cash dividend, exceeds the total of the Bank’s net profits for that year plus its retained net profits from the preceding two years less any required transfers to surplus or to a fund for the retirement of preferred stock. Under the Federal Reserve Act, the Federal Reserve Board has the power to prohibit the payment of cash dividends by a bank if it determines that such a payment would be an unsafe or unsound banking practice. 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.
 
The FDIC generally prohibits all payments of dividends by a bank that is in default of any assessment to the FDIC. (See “Regulatory Matters” above)
 
Item 3. Quantitative and Qualitative Disclosures about Market Risk

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 key 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, 2006, an asset sensitive position is maintained on a cumulative basis through 1 year of 6.7% that is within the Bank’s policy guidelines of +/- 15% on a cumulative 1-year basis. The current gap position is primarily due to the level of loans and investments maturing and repricing in one year or less. Generally, because of the positive gap position of the Bank in shorter time frames, the Bank can anticipate that increases in market rates will have a positive impact on the net interest income, while decreases will have the opposite effect.

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. Consequently, although the Bank currently has a positive gap position because of unequal sensitivity of these assets and liabilities, management believes this position will not materially impact earnings in a changing rate environment. 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 forecast 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. Interest-rate exposure is not considered significant and is within the policy limits of the Bank on all measures at June 30, 2006.
 
Item 4. Controls and Procedures
 
As of the end of the period covered by the report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer, Evelyn F. Smalls, and Chief Financial Officer, Brenda M. Hudson-Nelson, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Exchange Act Rules 13a-15(e) and 15d-15(e). Based upon the evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective in timely alerting them to material information relating to the Company (including its consolidated subsidiaries) required to be included in the Company’s periodic Securities and Exchange Commission filings.
 
 
 
16

 
 
As of the date of this report, there have not been any significant changes in the Company’s internal controls or in any other factors that could significantly affect those controls subsequent to the date of the evaluation.
 
PART II - OTHER INFORMATION
 
Item 1. Legal Proceedings.
 
No material claims have been instituted or threatened by or against the Company or its affiliates other than in the ordinary course of business.
 
Item 1A. Risk Factors.
 
There have not been any material changes to the risk factors disclosed in the Company’s 2005 Annual Report on Form 10-K.
 
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
 
None
 
Item 3. Defaults Upon Senior Securities.
 
None
 
Item 4. Submission of Matters to a Vote of Security Holders.
 
None
 
Item 5. Other Information.
 
None
 
Item 6.  Exhibits.
 
a) Exhibits.
 
 
Exhibit 31.1
 
Certification of the Chief Executive Officer Pursuant to Exchange Act Rule 13a-14(a) or Rule 15d-14(a)
 
Exhibit 31.2
 
Certification of the Chief Financial Officer Pursuant to Exchange Act Rule 13a-14(a) or Rule 15d-14(a)
 
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.
   


 
 
17


 
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: August 14 , 2006
/s/ Evelyn F. Smalls
 
Evelyn F. Smalls
 
President & Chief Executive Officer
   
   
Date: August 14, 2006
/s/ Brenda M. Hudson-Nelson
 
Brenda Hudson-Nelson
 
Executive Vice President/Chief Financial Officer

 
 
18


 

 
Index to Exhibits-FORM 10-Q
 
 
Exhibit 31.1
Certification of the Chief Executive Officer Pursuant to Exchange Act Rule 13a-14(a) or Rule 15d-14(a)
 
Exhibit 31.2
Certification of the Chief Financial Officer Pursuant to Exchange Act Rule 13a-14(a) or Rule 15d-14(a)
 
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.

 
 
19


=
EX-31.1 2 ex31-1.htm EXHIBIT 31.1 Exhibit 31.1
 
Exhibit 31.1
 
CERTIFICATION PURSUANT TO EXCHANGE ACT
 
RULE 13a-14(a) or RULE 15d-14(a)
 

I, Evelyn F. Smalls, Chief Executive Officer, certify that:

1.  I have reviewed this quarterly report on Form 10-Q of United Bancshares, Inc.;

2.  Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.  Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.  The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 (e) and 15d-15 (e)) for the registrant and we have:

a)  designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) Not applicable

c)  evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report are conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)  disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter, (Registrant’s fourth fiscal quarter in the case of an annual report.) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.  The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a)  all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)  any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/s/ Evelyn F. Smalls
Evelyn F. Smalls
Chief Executive Officer
August 14 , 2006


EX-31.2 3 ex31-2.htm EXHIBIT 31.2 Exhibit 31.2
Exhibit 31.2

 
CERTIFICATION PURSUANT TO EXCHANGE ACT
 
RULE 13a-14(a) or RULE 15d-14(a)

I, Brenda M. Hudson-Nelson, Chief Financial Officer, certify that:

1.  I have reviewed this quarterly report on Form 10-Q of United Bancshares, Inc.;

2.  Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.  Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.  The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 (e) and 15d-15 (e)) for the registrant and we have:

a)  designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) Not applicable

c)  evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report are conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)  disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter, (registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.  The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a)  all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)  any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


/s/ Brenda M. Hudson-Nelson
Brenda M. Hudson-Nelson
Chief Financial Officer
 
August 14, 2006
 
 
 

EX-32.1 4 ex32-1.htm EXHIBIT 32.1 Exhibit 32.1
Exhibit 32.1


Certification Pursuant to 18 U.S.C. Section 1350,
as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of United Bancshares, Inc. (the “Company”) on Form 10-Q for the period ending June 30, 2006, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Evelyn F. Smalls, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. '1350, as adopted pursuant to '906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.


/s/ Evelyn F. Smalls

Evelyn F. Smalls
Chief Executive Officer
August ,2006
 
 

EX-32.2 5 ex32-2.htm EXHIBIT 32.2 Exhibit 32.2
Exhibit 32.2


Certification Pursuant to 18 U.S.C. Section 1350,
as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of United Bancshares, Inc. (the “Company”) on Form 10-Q for the period ending March 31, 2006 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Brenda M. Hudson-Nelson, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. '1350, as adopted pursuant to '906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.



/s/ Brenda M. Hudson-Nelson

Brenda M. Hudson-Nelson
Chief Financial Officer
August ,2006
 
 

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