10-Q 1 unitedbank1atq.htm UNTIED BANK 10Q unitedbank1atq.htm

 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 10-Q
 
(Mark One)
 
 
_X_
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2008 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___  Smaller Reporting Company _X_
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act. Yes_____ No_X__
 
 
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 May 5, 2008, the aggregate number of the shares of the Registrant’s Common Stock issued was 1,068,588 (including 191,667 Class B non-voting).  There are 33,500 shares of Common Stock held in treasury stock at May 5, 2008.
 
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 May 5, 2008.

 
2

FORM 10-Q

 
Index
Item No.                                   
Page
 
PART I-FINANCIAL INFORMATION
         
 
1.
Financial Statements
 
         
 
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
 
 
PART II-OTHER INFORMATION
         
 
1.
Legal Proceedings
 
         
 
1A.
Risk Factors
 
         
 
2.
Unregistered Sales of Equity Securities and Use of Proceeds
 
         
 
3.
Defaults upon Senior Securities
 
         
 
4
Submission of Matters to a Vote of Security Holders
 
         
 
5.
Other Information
 
         
 
6.
Exhibits
 
         


 
3



Item1. Consolidated Financial Statements (unaudited)
Consolidated Balance Sheets
(unaudited)
                                                                                         
   
March 31,
   
December 31,
 
   
2008
   
2007
 
Assets
           
Cash and due from banks
    3,332,619       3,875,911  
Interest bearing deposits with banks
    290,884       289,095  
Federal funds sold
    7,753,000       9,755,000  
Cash & cash equivalents
    11,376,503       13,920,006  
                 
Investment securities:
               
     Held-to-maturity, at amortized cost(fair value of $7,853,255
    7,742,316       10,466,053  
    at March 31, 2008 and $10,493,820 December 31, 2007, respectively)
 
     Available-for-sale, at market value
    3,346,755       3,470,363  
                 
Loans, net of unearned discount
    47,546,811       45,183,839  
Less: allowance for loan losses
    (660,215 )     (589,526 )
Net loans
    46,886,596       44,594,313  
                 
Bank premises & equipment, net
    1,261,815       966,494  
Accrued interest receivable
    380,466       399,243  
Core deposit intangible
    981,604       1,026,124  
Prepaid expenses and other assets
    372,831       393,855  
Total Assets
    72,348,886       75,236,451  
                 
Liabilities & Shareholders' Equity
               
Demand deposits, non-interest bearing
    12,956,762       12,762,066  
Demand deposits, interest bearing
    11,113,829       11,712,926  
Savings deposits
    18,421,483       19,912,673  
Time deposits, $100,000 and over
    12,166,189       13,380,822  
Time deposits
    8,391,236       8,315,998  
      63,049,499       66,084,485  
                 
Accrued interest payable
    151,873       134,845  
Accrued expenses and other liabilities
    499,185       331,711  
Total Liabilities
    63,700,557       66,551,041  
                 
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 shares preferred, at cost
    -       -  
 Additional-paid-in-capital
    14,749,852       14,749,852  
 Accumulated deficit
    (6,149,712 )     (6,082,165 )
 Net unrealized gain on available-for-sale securities
    36,136       5,669  
Total Shareholders' equity
    8,648,328       8,685,410  
      72,348,886       75,236,451  
 
See Accompanying Notes to Consolidated Financial Statements
 
4

 
  Statements of Operations  
  (unaudited)  
             
   
Three months ended
 
   
March 31,
   
March 31,
 
   
2008
   
2007
 
Interest Income:
           
     Interest and fees on loans
  $ 816,873     $ 848,367  
     Interest on investment securities
    149,045       186,042  
     Interest on Federal Funds sold
    72,953       132,491  
     Interest on time deposits with other banks
    1,920       3,930  
Total interest income
    1,040,791       1,170,830  
                 
Interest Expense:
               
     Interest on time deposits
    164,510       190,145  
     Interest on demand deposits
    38,968       33,633  
     Interest on savings deposits
    41,004       55,777  
Total interest expense
    244,482       279,555  
                 
Net interest income
    796,309       891,275  
                 
Provision for loan losses
    0       10,000  
Net interest income less provision for
         
     loan losses
    796,309       881,275  
                 
Noninterest income:
               
    Customer service fees
    149,880       141,118  
    ATM activity fees
    106,009       115,996  
    Loan Syndication Fees
    30,000       0  
    Other income
    21,914       23,636  
Total noninterest income
    307,803       280,750  
                 
Non-interest expense
               
     Salaries, wages, and employee benefits
    416,029       407,563  
    Occupancy and equipment
    281,267       251,253  
    Office operations and supplies
    86,451       71,820  
    Marketing and public relations
    21,830       21,059  
    Professional services
    44,114       60,174  
    Data processing
    124,242       112,777  
    Deposit insurance assessments
    39,193       36,093  
    Other noninterest expense
    158,533       174,979  
Total non-interest expense
    1,171,659       1,135,718  
     Net income (loss) before income taxes
    (67,547 )     26,307  
Provision for income taxes
    0       0  
     Net income (loss)
  $ (67,547 )   $ 26,307  
                 
     Earnings (loss) per share-basic
  $ (0.06 )   $ 0.02  
     Earnings (loss) per share-diluted
  $ (0.06 )   $ 0.02  
                 
Weighted average number of shares - basic
    1,068,588       1,068,588  
Weighted average number of shares - diluted
    1,102,088       1,102,088  
 
See Accompanying Notes to Consolidated Financial Statements
 
 
5

Consolidated Statements of Cash Flows
(Unaudited)

   
Three Months Ended
 
   
March 31,
   
March 31,
 
   
2008
   
2007
 
Cash flows from operating activities
           
Net income (loss)
  $ (67,547 )   $ 26,307  
Adjustments to reconcile net income (loss) to net cash
               
provided by (used in) operating activities:
               
Provision for loan losses
    0       10,000  
Depreciation and amortization
    114,771       118,694  
   Decrease in accrued interest receivable and other assets
    39,801       145,808  
Increase in accrued interest payable and other liabilites
    184,502       96,447  
Net cash provided by operating activities
    271,527       397,257  
                 
Cash flows from investing activities
               
Purchase of investments-Available-for-Sale
    0       (422,593 )
Purchase of investments-Held-to-Maturity
    (1,498,528 )     (2,741,553 )
Proceeds from maturity & principal reductions of investments-Available-for-Sale
    151,542       150,313  
Proceeds from maturity & principal reductions of investments-Held-to-Maturity
    4,222,951       3,478,175  
Net (increase) decrease in loans
    (2,292,283 )     1,291,098  
Purchase of premises and equipment
    (363,726 )     (118,333 )
Net cash provided by investing activities
    219,956       1,637,108  
                 
Cash flows from financing activities
               
Net increase (decrease) in deposits
    (3,034,986 )     6,818,476  
Net cash provided by (used in) financing activities
    (3,034,986 )     6,818,476  
                 
Increase (decrease) in cash and cash equivalents
    (2,543,503 )     8,852,841  
                 
Cash and cash equivalents at beginning of period
    13,920,006       12,619,159  
                 
Cash and cash equivalents at end of period
  $ 11,376,503     $ 21,472,000  
                 
Supplemental disclosures of cash flow information
               
Cash paid during the period for interest
  $ 261,510     $ 293,987  
                 

See Accompanying Notes to Consolidated Financial Statements
 
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, 2007 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, 2008 and December 31, 2007 and the consolidated results of its operations for the three month periods ended March 31, 2008 and 2007, and its consolidated cash flows for the three month periods ended March 31, 2008 and 2007.
 
2.  Share Based Payment
 
In 1998, the Company adopted a Stock Option Plan.  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. These options remain outstanding and exercisable at March 31, 2008.
 
The Bank utilizes fair value based accounting for stock-based compensation with 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 three months ended March 31, 2008 and 2007 as no options were granted under the Plan during these periods.  All options were fully vested at December 31, 2007 and remain outstanding at March 31, 2008.
 
7

 
3.  Comprehensive Income
 
Total comprehensive income includes net income 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 income for the three months ended March 31, 2008 and 2007 was $37,080 and $39,857, respectively.  The difference between the Company’s net income (loss) 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.
Net Income Per Share
 
 The calculation of net income per share follows:

 
Three Months Ended March 31, 2008
Three Months Ended March 31, 2007
Basic:
   
Net income (loss) available to shareholders
($67,547)
$26,307
Average common shares outstanding-basic
1,068,588
1,068,588
Net income (loss) per share-basic
($0.06)
$0.02
Fully Diluted:
   
Average common shares-fully diluted
1,102,088
1,102,088
Net income per share-fully diluted
($0.06)
$0.02
 
Options to purchase 29,694 shares of common stock are not included in the computation of diluted EPS noting that such inclusion would be anti-dilutive. 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 earnings per share calculations.
 
5.   New Accounting Pronouncements
 
SFAS No. 141 (R), Business Combinations. This Statement is a revision of a previous statement on business combinations.  The new standard requires the acquiring entity in a business combination to recognize all (and only) the assets acquired and liabilities assumed in the transaction; establishes the acquisition-date fair value as the measurement objective for all assets acquired and liabilities assumed; and requires the acquirer to disclose to investors and other users all of the information they need to evaluate and understand the nature and financial effect of the business combination.  This Statement applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. An entity may not apply it before that date.  The Company does not expect that the adoption of this statement will have a material impact on its financial statements.
 
 
8

 
6.  Fair Value
 
Effective January 1, 2008, the Company adopted SFAS 157 Fair Value Measurement, which provides a framework for measuring fair value under generally accepted accounting principles.   SFAS 157 applies to all financial instruments that are being measured and reported on a fair value basis with the exception of nonfinancial assets and nonfinancial liabilities that are recognized and disclosed at fair value on a non-recurring basis for which fair value disclosures have been delayed under FASB Staff Position (FSP) No. SFAS 157-2 “Effective date of FASB Statement No. 157” to fiscal years beginning after November 15, 2008 and interim periods within those fiscal years.
 
The Company also adopted SFAS 159, The Fair Value Option for Financial Assets and Financial Liabilities, on January 1, 2008.  SFAS 159 allows an entity the irrevocable option to elect fair value for the initial and subsequent measurement of certain financial assets on a contract-by-contract basis.  SFAS 159 requires that the difference between the carrying value before election of the fair value option and the fair value of these instruments be recorded as an adjustment to beginning retained earnings in the period of adoption.  We have not elected the fair value option for any of our existing financial assets or liabilities and consequently did not have any adoption related adjustments.
 
Fair Value Measurement
 
SFAS 157 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.  In determining fair value, the Company uses various methods including market, income and cost approaches.  Based on these approaches, the Company often utilizes certain assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and or the risks inherent in the inputs to the valuation technique.  These inputs can be readily observable, market corroborated, or generally unobservable inputs.  The Company utilizes techniques that maximize the use of observable inputs and minimize the use of unobservable inputs.  Based on the observable inputs used in valuation techniques the Company is required to provide the following information according to the fair value hierarchy.  The fair value hierarchy ranks the quality and reliability of the information used to determine fair values.  Financial assets and liabilities carried at fair value will be classified and disclosed as follows:
 
Level 1
 
·
Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
 
·
Generally, this includes debt and equity securities and derivative contracts that are traded in an active exchange market (i.e. New York Stock Exchange), as well as certain US Treasury and US Government and agency mortgage-backed securities that are highly liquid and are actively traded in over-the-counter markets.
 
Level 2
 
·
Quoted prices for similar assets or liabilities in active markets.
 
·
Quoted prices for identical or similar assets or liabilities in markets that are not active.
 
·
Inputs other than quoted prices that are observable, either directly or indirectly, for the term of the asset or liability (e.g., interest rates, yield curves, credit risks, prepayment speeds or volatilities) or “market corroborated inputs.”
 
·
Generally, this includes US Government and agency mortgage-backed securities, corporate debt securities, derivative contracts and loans held for sale.
 
Level 3 Inputs
 
·
Prices or valuation techniques that require inputs that are both unobservable (i.e. supported by little or no market activity) and that are significant to the fair value of the assets or liabilities.
 
·
These assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.
 

9

 
The following is a description of the valuation methodologies used for instruments measured at fair value:
 
Fair Value on a Recurring Basis
 
The table below presents the balances of assets and liabilities on the consolidated balance sheets at their fair value as of March 31, 2008 by level within the SFAS No. 157 fair value measurement hierarchy.
 
(in 000’s)
 
                    
    Fair Value Measurements at Reporting Date Using:
 
Assets/Liabilities Mesured at Fair Value at March 31,
2008
Quoted Prices in Active markets for Identical Assets
(Level 1)
Significant other observable
Inputs
(Level 2)
Significant Unobservable Inputs (Level 3)
Assets:
       
Investment securities
available-for-sale
$3,347
$3,347
-
-
 
The fair value of available for sale securities is the market value based on quoted market prices, when available, or market prices provided by recognized broker dealers.  If listed prices or quotes are not available, fair value is based upon externally developed models that use unobservable inputs due to the limited market activity of the instrument.
 
Fair Value on a Nonrecurring Basis
 
Certain assets and liabilities are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment).  The following table presents the assets and liabilities carried on the consolidated balance sheets by level within the SFAS No. 157 hierarchy as of March 31, 2008, for which a nonrecurring change in fair value has been recorded during the three months ended March 31, 2008.
 
 
10

 
  
    Carrying Value at March 31, 2008:  
 
 
 
 
Total
Quoted Prices in Active markets for Identical Assets
(Level 1)
 
Significant other observable Inputs
(Level 2)
 
Significant Unobservable Inputs
 (Level 3)
 
Total Fair Value Losses for the Three Months Ended March 31, 2008
Assets:
         
Impaired Loans
$2,155
-
-
$2,155
-
 
The fair value of impaired loans is derived in accordance with SFAS 114, Accounting by Creditors for Impairment of a Loan.  Fair value is determined based on the present value of expected future cash flows discounted at the loan’s effective interest rate, or as a practical expedient, at the loan’s observable market price or the fair value of the collateral if the loan is collateral dependent.
 
The valuation allowance for impaired loans is included in the allowance for loan and lease losses in the consolidated balance sheets.  The valuation allowance for impaired loans at March 31, 2008 was $166,000.  There were no fair value losses for the three months ended March 31, 2008.
 
6. 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.
 

(Dollars in thousands)
Three months ended
March 31, 2008
Three months ended
March 31, 2007
Balance at January 1
$590
$561
Charge-offs:
   
Commercial loans
(25)
-
Consumer loans
(17)
(46)
Total charge-offs
(42)
(46)
Recoveries
112
56
Net recoveries(charge-offs)
70
10
Additions charged to operations
-
10
Balance at March 31
$660
$581

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 Bank may be able to realize all or part of the deferred tax asset in the future, a credit to income tax expense may be required to increase the recorded value of the net deferred tax asset to the expected realizable amount.


11

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.

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.

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.

Overview

There was a net loss of $68 thousand ($0.06 per common share) for the quarter ended March 31, 2008 compared to net income of $26 thousand ($0.02 per share) for the same quarter in 2007. The 2008 financial results were negatively impacted by margin compression created by a 300 basis point interest rate reduction beginning in September 2007 to March 2008.  Management is taking steps to minimize the impact of compression by reducing rates on its deposit products as well as shifting earning assets into higher yielding products to capture additional yield.  In addition, the level of nonperforming loans increased to $1.3 million at March 31, 2008 compared to $745 thousand at March 31, 2007. This shift is not believed to be a trend but rather a result of several large commercial loans that were moved to an impaired status that management is working to liquidate collateral or return to performing status. The combination of these two factors resulted in a $95 thousand reduction in net interest income in 2008 compared to 2007.  In addition, the Bank’s noninterest expense increased $34 thousand, or 3.02%, in 2008 primarily as a result of increased ATM maintenance cost created by the conversion to a new service provider in July 2007 for which ongoing service cost are higher.
 
 
12


 
Deposit growth remains one of management’s top priorities.  However, with the recent interest rate reductions, the premium interest rate products that were marketed in 2007 to attract new deposits can no longer be offered.  During the quarter ended March 31, 2008, the Bank experienced deposit attrition totaling $2.7 million primarily in its savings deposit balances that declined by $1.5 million.  Management will attempt to build on its collaboration with regional corporations, small businesses and community to overcome this challenge.  The Bank will form partnerships, gather deposits from the corporate community, arrange and lead credit facilities that generate fee income and use these funds to lend to small businesses and nonprofits throughout the region.

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
March 31, 2008
 
Quarter ended
March 31, 2007
Net interest income
$796
$881
Provision for loan losses
-
10
Noninterest income
308
281
Noninterest expense
1,172
1,136
Net income (loss)
(68)
26
Earnings (loss) per share-basic and diluted
($0.06)
$0.02
     
Balance sheet totals:
March 31, 2008
December 31, 2007
Total assets
$72,600
$73,925
Loans, net
$46,887
$44,594
Investment securities
$11,089
$13,936
Deposits
$63,301
$66,084
Shareholders' equity
$8,648
$8,685
     
Ratios:
Quarter ended
March 31, 2008
Quarter ended
March 31, 2008
Return on assets
(0.09%)
0.04%
Return on equity
(0.86.%)
0.35%
Tangible Equity to assets ratio
10.50%
9.99%

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.
 
 
13


 
Sources and Uses of Funds Trends

 
March 31, 2008
   
December 31, 2007
(Thousands of Dollars, except percentages)
Average
Increase (Decrease)
 
Average
 
 Balance
Amount
%
 Balance
Funding uses:
       
Loans
$45,698
$512
1.13%
$45,186
Investment securities
       
Held-to-maturity
8,949
(2,387)
(21.06)
11,336
Available-for-sale
3,278
(123)
(3.62)
3,401
Federal funds sold
8,969
136
1.54
8,833
Balances with other banks
290
2
.69
288
Total  uses
$67,183
($1,861)
(2.70)%
$69,044
Funding sources:
       
Demand deposits
       
Noninterest-bearing
$12,649
$(531)
 (2.55)%
$12,980
Interest-bearing
10,788
  (295)
(2.66)
11,083
Savings deposits
19,000
 (1,188)
(5.88)
20,188
Time deposits
20,627
(832)
(3.88)
21,459
Total sources
$63,064
$(2,646)
(4.03)%
$65,710

Loans
 
Average loans increased $512 thousand, or 1.13%, during the quarter ended March 31, 2008 primarily as a result of the origination and funding of $4.1 million in commercial loans.  These originations were offset by prepayments totaling $1.3 million during the quarter. Prepayments are related to loan participations with other financial institutions as well as refinancing and construction completion.  Management will attempt to minimize the level off payoffs and prepayments by providing counter offers and imposing prepayment penalties whenever possible.

The Bank’s loan portfolio is heavily concentrated in commercial loans that comprise $35.3 million, or 74.41%, of total loans at March 31, 2008.   Approximately $15 million of these loans are secured by owner occupied commercial real estate that serve to minimize the risk of loss. The Bank continues to have a strong niche in lending to religious organizations for which total loans now approximate 34% of the commercial portfolio.   Management actively monitors this concentration to minimize potential credit risk.

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 allowance for loan losses as a percentage of total loans was 1.39% at March 31, 2008 compared to 1.30% at December 31, 2007.  The increase is primarily a result of net recoveries totaling $70 thousand during the quarter.   The level of impaired loans requiring reserve remained relatively unchanged at $2.1 million with an associated specific reserve of $166 thousand. In 2007, the Bank experienced an increased migration of loans to “impaired” status for which customers no longer demonstrate the ability to service their debt from the ongoing operations of their businesses.  The Bank’s source of repayment is the net liquidation value of the underlying collateral.  Based on a recent evaluation, the risk related to these credits is mitigated by strong collateral positions in real estate or guarantees of the SBA.  Provisions are made to the allowance for loan losses in accordance with a detailed periodic analysis.  This analysis includes specific reserves allocated to impaired loans based on underlying recovery values as well as a general reserve based on many qualitative factors including charge-off history, migration analysis, economic conditions, concentrations of credit risk and other relevant data.
 

 
14

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 that is subject to significant judgment and short-term change.

ANALYSIS OF THE ALLOWANCE FOR LOAN LOSSES
(Dollars in thousands)
March 31,
2008
December 31,
2007
Allowance for loan losses
$660
$590
Total Impaired Loans
$2,155
$2,045
Total non-accrual loans
$1,326
$  745
Allowance for loan losses as a percentage of:
   
     Total Loans
1.39%
1.30%
     Total  nonperforming loans
0.50%
0.79%
Net(charge-offs) recoveries as a percentage of average loans
 
1.49%
 
(0.21)%

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 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 and interest on the loan appears to be available.

(Dollars in thousands)
March 31, 2008
December 31, 2007
Nonperforming loans:
   
     Commercial
$1,135
$552
     Installment
56
58
     Residential Real Estate
135
136
        Total
$1,326
$745
 
At March 31, 2008, non-accrual loans increased to $1.3 million from $745 thousand at December 31, 2007.    This increase is primarily related to several commercial loans that were more than 90 days past due.  These loans have been classified as “impaired’ with specific reserves allocated as required based on estimated liquidation values of collateral.  Management continues to aggressively pursue collection of non-accrual and previously charged-off loans utilizing a collection attorney to maximize recovery.  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 decreased on average by $2.5 million, or 17.03%, during the quarter ended March 31, 2008 from the quarter ending December 31, 2007.  The 300 basis point reduction in interest rates triggered the call of $4 million in higher yielding callable agency securities during the quarter.  As a result, the yield on the investment portfolio declined to 4.68% at March 31, 2008 from 4.98% at December 31, 2007.  The duration of the portfolio remains relatively short at 2.7 years with 63% allocated to government sponsored agency mortgage-backed securities and  37% allocated to callable agency securities.  Management’s goal is to maintain a portfolio with a short duration to allow for adequate cash flow to fund loan origination activity and to manage interest rate risk.
 
 
15

Deposits

During the quarter ended March 31, 2008, average deposits declined $2.6 million, or 4.03%, from the quarter ending December 31, 2007.  The most significant decrease was in the Bank’s savings account balances that declined on average by $1.2 million, or 5.88%.  With increased competition in the region as well as declining interest rates, the Bank can no longer compete by offering premium interest rates on its signature products.  To stabilize and grow its deposit base, management will focus its marketing efforts on large corporations headquartered or doing business in the region to drive deposit growth.  In addition, the Bank will better enforce the deposit requirements of its commercial loan customers.
 
Certificates of deposit declined $832 thousand, or 3.88%, due to the maturity and non-renewal of one $1 million certificate of deposit with a quasi governmental agency. While the Bank has $12.2 million in certificates of deposit with balances of $100,000 or more, approximately $8 million, or 66%, of these deposits are with governmental or quasi-governmental entities that have a long history with the Bank and are considered stable. Based on discussions with these entities, no further reduction in certificates held is anticipated.

Commitments and Lines of Credit

The Bank is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers.  These financial instruments include commitments to extend credit and letters of credit, which are conditional commitments issued by the Bank to guarantee the performance of an obligation of a customer to a third party. Commitments to extend credit fluctuate with the completion and conversion of construction lines of credit to permanent commercial mortgage loans and/or the closing of loans approved not funded from one period to another.

Management believes the Bank has adequate liquidity to support the funding of unused commitments. The Bank's financial instrument commitments at March 31, 2008 are summarized below:

Commitments to extend credit
$13,482,000

There are no outstanding letters of credit.

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 $7.8 million in loans are scheduled to mature within one year.
 
 
16


 
By policy, the Bank’s minimum level of liquidity is 6.00% of total assets.  At March 31, 2008, the Bank had total short-term liquidity, including cash and federal funds sold, of $11.4 million, or 15.67% of total assets.  The liquidity ratios of the Bank comfortably exceed minimum levels required by policy.  In addition, the portion of the Bank’s investment portfolio classified as available-for-sale provides liquidity of approximately $3.4 million.  However, the majority of these securities are used as collateral for governmental/quasi-governmental agencies and are therefore restricted from use to fund loans or to meet other liquidity requirements.  The Bank has contingent funding sources in the form of a $2 million secured line of credit with its correspondent bank as well as the Discount Window at the Federal Reserve Bank. Management actively manages and monitors the Bank’s liquidity level to ensure that there are adequate funds to meet loan demand.
 
Capital Resources

 
Total shareholders' equity declined approximately $37 thousand compared to December 31, 2007 as a result of a net loss of $68 thousand during the three months ended March 31, 2008 offset by other comprehensive income of $30 thousand from unrealized gains on investment securities classified as available-for-sale. As reflected in the table below, the Company’s risk-based capital ratios are above the minimum regulatory requirements.  The Company and the Bank do not anticipate paying dividends in the near future.
 
 
Company
Company
(thousands of dollars, except percentages)
March 31,
2008
December 31, 2007
Total Capital
$8,648
 $8,685
Less: Intangible Assets and accumulated other comprehensive  gain (loss)
 
(1,018)
 
(1,026)
Tier 1 Capital
7,630
 7,659
Tier 2 Capital
  570
  571
Total Qualifying Capital
$8,200
$8,230
Risk Adjusted Total Assets (including off-
   
Balance sheet exposures)
$45,567
$45,667
Tier 1 Risk-Based Capital Ratio
16.74%
16.77%
Tier 2 Risk-Based Capital Ratio
18.00%
18.03%
Leverage Ratio
10.50%
10.33%
     
 
Bank
Bank
 
Total Capital
 
$8,399
 
$8,335
Less: Intangible Assets and accumulated other comprehensive gain (loss)
 
(1,018)
 
(1,185)
     
Tier 1 Capital
7,381
7,150
Tier 2 Capital
 570
  556
Total Qualifying Capital
7,951
$7,706
Risk Adjusted Total Assets (including off-
   
Balance sheet exposures)
$45,587
$44,464
Tier 1 Risk-Based Capital Ratio   (Minimum Ratio- 4.00%)
16.23%
16.08%
Tier 2 Risk-Based Capital Ratio   (Minimum Ratio- 8.00%)
17.48%
17.33%
Leverage Ratio                               (Minimum Ratio- 4.00%)
10.30%
9.93%

Results of Operations
Summary

The Bank had a net loss of $68 thousand ($0.06 per common share) for the quarter ended March 31, 2008 compared to net income of $26 thousand ($0.02 per common share) for the quarter ended March 31, 2007.  A detailed explanation for each component of earnings is included in the sections below.
 
17


 
Net Interest Income
Average Balances, Rates, and Interest Income and Expense Summary
   
Three  months ended
March 31, 2008
   
Three  months ended
March 31, 2007
 
(Dollars in thousands)
Average
Balance
 
Interest
 
Yield/Rate
Average
Balance
 
Interest
 
Yield/Rate
             
Assets:
           
Interest-earning assets:
           
     Loans
$45,698
$817
   7.15%
$41,795
$848
8.12%
     Investment securities-HTM
8,949
105
4.69
12,410
143
4.61
     Investments securities-AFS
3,278
44
5.37
3,291
43
5.23
     Federal funds sold
8,968
73
3.26
10,275
133
5.18
     Interest bearing balances with other banks
290
2
2.76
282
4
5.67
        Total interest-earning assets
67,183
1,041
6.20
68,053
1,171
6.88
Interest-bearing liabilities
           
     Demand deposits
10,788
39
1.45
9,524
34
1.43
     Savings deposits
19,000
41
0.86
19,255
56
1.16
     Time deposits
20,627
165
3.20
22,066
190
3.44
          Total interest-bearing liabilities
50,415
245
1.94
64,131
280
2.20
Net interest earnings
 
$796
   
$891
 
Net yield on interest-earning assets
   
4.74%
   
5.24%
 
Net interest income decreased $95 thousand, or 10.66%, for the quarter ended March 31, 2008 compared to the quarter ended March 31, 2007. The yield on earning assets for the three months ended March 31, 2008 declined to 6.20% from 6.88% for the same three months in 2007 as a result of a 300 basis point reduction in the prime lending and Federal Funds Sold rates.  In addition, the Bank reversed approximately $25 thousand in interest income accrued on loans that were moved to a non-accrual status during the quarter.  While the yield on earning assets decreased 68 basis points from 2007 to 2008, the cost of interest-bearing liabilities decreased only 26 basis points. The combination of these factors resulted in a 50 basis point margin compression. Management will continue to review and modify rates on its loan and deposit products to mitigate future interest rate risk and margin compression.
 
Provision for Loan Losses
 
There were no provisions for loan losses made during the quarter ended March 31, 2008 compared to a $10 thousand provision for the same quarter in 2007. The Bank was not affected by the recent fallout in the sub-prime lending market as it was not a lender or purchaser of this type of residential mortgage loan.  The requirement for provisions, if any, is based on credit losses inherent in the loan portfolio and the review and analysis of the loan portfolio in accordance with the Bank’s Allowance for Loan Loss policies and procedures. (Refer to Allowance for Loan Losses above for discussion and analysis of credit quality.)

Noninterest Income

The amount of the Bank's noninterest income generally reflects the volume of the transactional and other accounts handled by the Bank and includes such fees and charges as low balance account fees, overdrafts, account analysis, ATM fees and other customer service fees.  Noninterest income increased $27 thousand, or 9.64%, for the quarter ending March 31, 2008, compared to the same quarter in 2007.

Customer service fees increased by $9 thousand, or 6.21%, for the quarter ended March 31, 2008, compared to 2007. The increase was a result of more overdraft fees on deposit accounts.   ATM fees declined by $10 thousand, or 8.61%, for the quarter ended March 31, 2008, compared to 2007 because of an overall decline in ATM machine usage.  Studies have shown that consumers are moving towards the use of non-cash payment systems including debit cards and credit cards.  Management is evaluating the ATM network to develop strategies to improve its profitability including increasing the surcharge fee or closing unprofitable machines.

Loan syndication fees increased $30 thousand for the quarter ended March 31, 2008 because of a change in the timing of the launch of one syndication from April to March.  The Bank continues to serve as agent/arranger for two (2) facilities for which annual fees are projected to be a minimum of $130 thousand.  Management is actively pursuing growth in this line of business and will market this service to local corporations.


18


Noninterest Expense

Salaries and benefits increased $8 thousand, or 2.08%, for the quarter ended March 31, 2008 compared to 2007. The increase is primarily related to annual raises provided to non-executive staff averaging 3.00%.  Management continues its review to ensure the Bank is operating with the most efficient organizational structure.
 
Occupancy expense increased $30 thousand, or 11.95%, for the quarter ended March 31, 2008 compared to 2007.  The increase is primarily attributable to costs related to the conversion to a new ATM maintenance provider in July 2007.  The move to the new provider was made in effort to improve the ATM service level and up-time to increase the Bank’s ATM fee income. In addition, leasehold improvement expenses were incurred to renovate the interior/exterior of the Bank’s Wadsworth Avenue branch. During the quarter ended March 31, 2008, the Bank completed leasehold improvements on a new branch located in Progress Plaza.  Interior and exterior improvements are planned for the Bank’s West Philadelphia branch in the second quarter of 2008.  These leasehold improvements will result in increased depreciation expense.

Office operations and supplies expense increased $15 thousand, or 20.37%, in 2008 compared to 2007 primarily related to additional telephone expense resulting from additional high speed lines to improve communication in the Bank’s wide area network. Management continues to review all office operations expenses including supplies, storage, security, etc. to determine if expense reductions can be made.

Professional services expense decreased approximately $16 thousand, or 26.69%, for the quarter ended March 31, 2008 compared to the same quarter in 2007 as a result of a reduction in consulting and legal fees.  In 2007, the Bank used consultants to assist with information technology matters.  The decline in legal fees is a result of the elimination of a monthly legal retainer for the Bank’s general counsel because of fewer legal matters.  Legal services are now billed based on actual hours spent.

Data processing expenses increased $11 thousand, or 9.23% for the quarter ended March 31, 2008 compared  for the same quarter in 2007.  The increase relates to the implementation of a new e-banking platform that is integrated with the Bank’s core system..  This platform is used by the Bank’s consumer and corporate customers to perform cash management transactions.  The increase is also related to the Bank’s ATM processing expense—specifically, its net interchange expense.  More Bank customers are using non-proprietary ATMs for which the Bank is charged a fee versus non-customers using the Bank’s ATM network for which it receives a fee.
 
Federal deposit insurance assessments increased $3 thousand, or 8.59%, for the quarter ended March 31, 2008 compared to the same quarter in 2007.  Assessments are based on many factors including the Bank’s deposit size and composition and its current regulatory ratings.

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
 
The FDIC became the Bank’s primary regulator on January 1, 2008.  Taking into account the results of the 2007 regulatory examinations, the FDIC and the Commonwealth of PA issued new regulatory orders (“Orders”) to replace a Written Agreement the Bank had with the Federal Reserve and Commonwealth Department of Banking, its former regulators. Management believes that the Bank is substantially in compliance with the conditions of the orderscontinues to address all matters outlined in the Orders.  Failure to comply could result in additional regulatory supervision and/or actions.
 
 
19

Dividend Restrictions

The Company has never declared or paid any cash or stock dividends.  The Pennsylvania Banking Code of 1965, as amended, provides that cash dividends may be declared and paid only from accumulated net earnings and that, prior to the declaration of any dividend, if the surplus of a bank is less than the amount of its capital, the bank shall, until surplus is equal to such amount, transfer to surplus an amount which is at least ten percent(10%) of the net earnings of the bank for the period since the end of the last fiscal year or any shorter period since the declaration of a dividend.  If the surplus of a bank is less than fifty percent (50%) of the amount of its capital, no dividend may be declared or paid by the Bank without the prior approval of the Pennsylvania Department of Banking.
 
Under the Federal Reserve Act, the Federal Reserve Board has the power to prohibit the payment of cash dividends by a bank holding company if it determines that such a payment would be an unsafe or unsound practice or consititues a serious risk to the financial safety, soundness or stability of the subsidiary bank.  As a result of these laws and regulations, the Bank, and therefore the Company, whose only source of income is dividends from the Bank, will be unable to pay any dividends while an accumulated deficit exists.  The Company does not anticipate that dividends will be paid for the foreseeable future.
 
The FDIC generally prohibits all payments of dividends by a bank that is in default of any assessment to the FDIC.  Under the Orders, the Bank is prohibited from paying dividends. (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 critical to measuring the interest sensitivity gap, or excess earning assets over interest-bearing liabilities.  Management of interest sensitivity involves matching repricing dates of interest-earning assets with interest-bearing liabilities in a manner designed to optimize net interest income within the limits imposed by regulatory authorities, liquidity determinations and capital considerations.

At March 31, 2008, an asset sensitive position is maintained on a cumulative basis through 1 year of 3.40% 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 Federal Funds Sold as well as 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.  Based on these models, interest-rate exposure is not considered significant and is within the policy limits of the Bank on all measures at March 31, 2008.
 
 
20

 
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.
 
As of the date of this report, there have not been any changes in the Company’s internal controls over financial reporting that have materially affected or are reasonably likely to materially affect its internal controls over financial reporting.
 
PART II - OTHER INFORMATION
 
Item 1. Legal Proceedings.
 
None.
 
Item 1A. Risk Factors.
 
There have not been any material changes to the risk factors disclosed in the Company’s 2007 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.
 
 
 
 
 

21

 
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: May 14, 2008
/s/ Evelyn F. Smalls
 
Evelyn F. Smalls
 
President & Chief Executive Officer
   
   
Date: May 14, 2008
/s/ Brenda M. Hudson-Nelson
 
Brenda Hudson-Nelson
 
Executive Vice President/Chief Financial Officer
 

22

 
Index to Exhibits-FORM 10-Q