SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
-----------
FORM 10-Q
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(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, 1998 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
---------------
SEC File Number
PENNSYLVANIA 23-2802415
------------------------ ---------------------
(State or other jurisdiction of (I.R.S.Employer
incorporation or organization) Identification No.)
714 MARKET STREET, PHILADELPHIA, PA 19106
------------------------------------- ------------
(Address of principal executive office) (Zip Code)
(215) 829-2265
----------------------------------------------------
(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____
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 _____
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.
Registrant has two classes of capital stock authorized - 2,000,000 shares
of $.01 par value common stock, of which as of August 15, 1998, 830,157 shares
were issued and outstanding and 500,000 authorized shares of Series Preferred
Stock. The Board of Directors of United Bancshares, Inc. designated one series
of the Series Preferred Stock (the "Series A Preferred Stock") of which 132,999
shares were outstanding as of August 15, 1998.
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
UNITED BANCSHARES, INC.
CONSOLIDATED BALANCE SHEET
(UNAUDITED)
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1998 1997
----------- -----------
<S> <C> <C>
ASSETS
Cash and due from banks 6,464,007 4,604,408
Interest bearing deposits with banks 341,528 334,288
Federal funds sold 17,067,000 7,821,000
----------- -----------
CASH & CASH EQUIVALENTS 23,872,535 12,759,696
Investment securities:
Held-to-maturity, at amortized cost 9,325,680 10,854,711
Available-for-sale, at market value 8,063,832 7,398,607
Loans held for sale, net of unearned discount 0 1,979,177
Loans, net of unearned discount 73,577,528 72,183,255
Less: allowance for loan losses (494,456) (468,806)
----------- -----------
NET LOANS 73,083,072 73,693,626
Bank premises & equipment, net 1,771,165 1,862,647
Accrued interest receivable 1,808,702 1,439,587
Deferred branch acquisition cost 36,391 75,753
Other real estate owned 152,281 165,188
Prepaid expenses and other assets 722,893 664,475
----------- -----------
TOTAL ASSETS 118,836,551 108,914,290
=========== ===========
LIABILITIES & SHAREHOLDERS' EQUITY
Demand deposits, non-interest bearing 20,180,592 17,697,901
Demand deposits, interest bearing 26,461,739 20,922,107
Savings deposits 23,586,776 22,925,881
Time deposits, $100,000 and over 13,646,641 13,852,356
Time deposits 23,389,802 24,028,818
----------- -----------
107,265,549 99,427,063
Other borrowed funds 1,244,704 43,688
Securities sold to repurchase 1,823,571 1,341,053
Accrued interest payable 552,722 541,225
Accrued expenses and other liabilities 769,135 502,406
----------- -----------
TOTAL LIABILITIES 111,655,682 101,855,435
Shareholders' equity:
Preferred Stock, Series A, non-cum., 6%, $.01 par value, 932 932
500,000 shrs auth., 93,150 issued and outstanding
Common stock, $.01 par value; 2,000,000 shares authorized;
830,157 shares issued and outstanding at June 30, 1998
and December 31, 1997 8,302 8,237
Additional-paid-in-capital 10,490,777 10,426,222
Accumulated deficit (3,394,540) (3,438,699)
Net unrealized gain on available-for-sale securities 75,399 62,163
----------- -----------
TOTAL SHAREHOLDERS' EQUITY 7,180,869 7,058,855
----------- -----------
118,836,551 108,914,290
=========== ===========
</TABLE>
<PAGE>
UNITED BANCSHARES, INC.
STATEMENT OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED SIX MONTHS ENDED QUARTER ENDED QUARTER ENDED
JUNE 30, JUNE 30, JUNE 30, JUNE 30,
1998 1997 1998 1997
-----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Interest Income:
Interest and fees on loans $3,245,515 2,906,614 $1,642,184 1,466,622
Interest on investment securities 549,897 456,106 269,016 237,353
Interest on Federal Funds sold 319,402 225,993 184,846 136,242
Interest on time deposits with other banks 11,231 15,596 3,661 9,424
---------- --------- ---------- ---------
Total interest income 4,126,045 3,604,309 2,099,707 1,849,641
Interest Expense:
Interest on time deposits 980,570 930,193 483,238 465,377
Interest on demand deposits 304,776 222,770 153,111 146,370
Interest on savings deposits 226,244 176,144 115,265 60,341
Interest on borrowed funds 32,291 24,315 22,603 16,727
---------- --------- ---------- ---------
Total interest expense 1,543,881 1,353,422 774,217 688,815
---------- --------- ---------- ---------
NET INTEREST INCOME 2,582,164 2,250,887 1,325,490 1,160,826
Provision for loan losses 65,500 45,000 40,000 22,500
---------- --------- ---------- ---------
NET INTEREST INCOME LESS PROVISION FOR
LOAN LOSSES 2,516,664 2,205,887 1,285,490 1,138,326
---------- --------- ---------- ---------
Noninterest income:
Gain on sale of loans 29,688 120,862 0 5,210
Customer service fees 636,370 593,027 342,574 328,913
Gain on sale of investments 1,201 0 1,201 0
Other income 67,686 34,380 40,851 9,183
---------- --------- ---------- ---------
Total noninterest income 734,945 748,269 384,626 343,306
Non-interest expense
Salaries, wages, and employee benefits 1,243,383 1,138,293 631,069 565,275
Occupancy and equipment 602,875 482,070 319,900 237,119
Office operations and supplies 235,222 245,990 101,815 127,542
Marketing and public relations 85,940 79,994 65,201 57,006
Professional services 121,185 180,129 61,262 93,363
Data processing 444,965 420,643 221,777 214,142
Deposit insurance assessments 40,027 26,775 20,819 26,775
Other noninterest expense 433,853 290,707 228,313 135,494
---------- --------- ---------- ---------
Total non-interest expense 3,207,450 2,864,601 1,650,156 1,456,715
---------- --------- ---------- ---------
NET INCOME (LOSS) $44,159 89,555 $19,960 $24,917
========== ========= ========== =========
EARNINGS PER SHARE $0.05 $0.11 $0.02 $0.03
EARNINGS PER SHARE-DILUTED $0.05 $0.11 $0.02 $0.03
===== ===== ===== =====
Weighted average number of shares 823,695 816,355 823,695 816,355
======= ======= ======= =======
</TABLE>
<PAGE>
United Bancshares, Inc.
Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
QUARTER ENDED QUARTER ENDED
JUNE 30, JUNE 30,
1998 1997
---- ----
<S> <C> <C>
Cash flows from operating activities
Net income 44,159 89,536
Adjustments to reconcile net income to net cash
provided by operating activities:
Provision for loan losses 65,500 45,000
Gain on sale of loans 29,688 120,862
Depreciation and amortization 301,356 274,921
Realized investment securities gains 1,201 0
Proceeds from sale of student loans 2,022,500 5,110,843
Increase (decrease) in accrued interest
receivable and other assets (401,719) (136,447)
Increase (decrease) in accrued interest
payable and other liabilities 278,226 (65,253)
---------- ----------
Net cash provided by operating activities 2,340,911 5,439,462
Cash flows from investing activities
Purchase of investments-Available-for-Sale (9,752,787) (1,009,516)
Purchase of investments-Held-to-Maturity (3,000,000) (3,511,452)
Proceeds from maturity & principal reductions
of investments-Available-for-Sale 9,015,655 1,325,985
Proceeds from maturity & principal reductions
of investments-Held-to-Maturity 4,527,847 1,022,352
Net (increase) decrease in loans 3,425,663) (3,902,230)
Purchase of premises and equipment (157,668) (224,934)
---------- ----------
Net cash (used in) investing activities (814,713) (6,299,795)
Cash flows from financing activities
Net increase (decrease) in deposits 7,838,486 3,913,046
Repayments on long term debt (16,057) (15,255)
Other borrowed funds 1,217,073 0
Proceeds from sale of common stock 64,620 33,659
Reverse repurchase agreement 482,518 1,522,439
---------- ----------
Net cash provided by financing activities 9,586,640 5,453,889
Increase in cash and cash equivalents 11,112,839 4,593,556
Cash and cash equivalents at beginning of period 12,759,696 9,244,312
Cash and cash equivalents at end of period 23,872,535 13,837,868
========== ==========
Supplemental disclosures of cash flow information
Cash paid during the period for interest 991,159 1,295,765
========== ==========
</TABLE>
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
In April 1993, the shareholders of United Bank of Philadelphia (the Bank) voted
in favor of the formation of a bank holding company, United Bancshares, Inc.
(the Company). Accordingly, in October 1994 the Company became a bank holding
company in conjunction with the issuance of its common shares in exchange for
the common shares of the Bank. Since 1994, the financial statements 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 annual report.
Reference should be made to those statements and the selected financial data
presented elsewhere in this report for an understanding of the following
discussion and analysis.
Selected Financial Data
The following table sets forth selected financial data for the each of the
following periods:
(Thousands of dollars, except per QUARTER ENDED QUARTER ENDED
share data) JUNE 30, 1998 JUNE 30, 1997
------------- -------------
Net interest income $1,285 $1,467
Provision for loan losses 40 23
Noninterest income 385 343
Noninterest expense 1,650 1,456
Net income $20 $25
Earnings per share $.05 $.11
Balance sheet totals: JUNE 30, DECEMBER 31,
1998 1997
-------- ------------
Total assets $118,837 $108,914
Loans, net $ 73,083 $ 73,693
Investment securities $ 17,388 $ 18,253
Deposits $107,266 $ 99,427
Shareholders' equity $ 7,181 $ 7,091
Ratios
Return on assets .08% .09%
Return on equity 1.31% 1.37%
Equity to assets ratio 6.04% 6.56%
<PAGE>
Financial Condition
Sources and Uses of Funds
The Bank's financial condition can be evaluated in terms of trends in its
sources and uses of funds. The comparison of average balances in the following
table indicates how the Bank has managed these elements. Average funding sources
increased approximately $2.4 million, or 2.30%, during the quarter ending June
30, 1998. Average funding uses also increased $3.4 million, or 3.31%, for the
same quarter.
Sources and Uses of Funds Trends
<TABLE>
<CAPTION>
JUNE 30, 1998 INCREASE MARCH 31, 1998
AVERAGE (DECREASE) AVERAGE
BALANCE AMOUNT % BALANCE
-------- ------ ------ --------------
<S> <C> <C> <C> <C>
Funding uses:
Loans $ 74,863 ($ 533) (.71%) $ 75,416
Investment securities
Held-to-maturity 10,090 (94) (.92%) 10,184
Available-for-sale 8,228 977 13.47% 7,251
Federal funds sold 13,630 2,047 17.67% 11,583
-------- ------ --------
Total uses $106,811 $2,397 $104,435
======== ====== ========
Funding sources:
Demand deposits $ 19,514 $ 836 4.48% $ 18,678
Noninterest-bearing 24,953 189 .76% 24,764
Interest-bearing
Savings deposits 20,432 925 4.74% 19,507
Time deposits 38,340 529 1.40% 37,811
Other borrowed funds 1,842 885 92.48% 957
-------- ------ --------
Total sources $105,081 $3,364 $101,717
======== ====== ========
</TABLE>
Loans
Average loans decreased approximately $533 thousand, or .71%, during the quarter
ended June 30, 1998. This decrease was primarily due to large monthly paydowns
in acquired automobile loan portfolios as well as prepayments in the mortgage
loan portfolio. Strategies continue to be reviewed to purchase loans to minimize
the impact of portfolio paydowns. In April 1998, the Bank purchased
approximately $5 million additional automobile loans. The automobile loans were
purchased from another financial institution and were selected based on the fact
that they were seasoned (remaining average life of approximately 2 years) and
had no history of delinquency.
The following table shows the composition of the Bank's loan portfolio by type
loan.
(Thousands of Dollars)
JUNE 30, DECEMBER 31,
1998 1997
------- -------
Commercial and industrial $12,727 $12,095
Commercial real estate 1,610 1,515
Consumer loans 24,590
24,798
Residential mortgages 34,442 35,961
Loans held-for-sale -- 1,979
------- -------
Total Loans $73,577 $74,162
======= =======
Residential mortgage loans at June 30, 1998 continue to comprise the greatest
percentage of total loans representing approximately 46.8% of total loans
However, these loans as a percentage of the total portfolio continue to decline
as mortgage loan balances are reduced due to refinancing and paydowns while
other loan categories such as commercial loans and consumer loans continue to
increase.
<PAGE>
Allowance for Loan Losses
The allowance for loan losses reflects management's continuing evaluation of the
loan portfolio, assessment of economic conditions, the diversification and size
of the portfolio, adequacy of collateral, past and anticipated loss experience,
and the amount and quality of nonperforming loans. The following Table presents
an analysis of the allowance for loan losses.
ANALYSIS OF ALLOWANCE FOR LOAN LOSSES
QUARTER ENDED
JUNE 30, 1998
-------------
(Dollars in thousands)
Balance at April 1 $ 481
------
Charge-offs:
Commercial and industrial --
Commercial real estate --
Residential mortgages --
Consumer loans (42)
------
(42)
Recoveries - consumer loans 16
------
Net charge-offs (26)
Additions charged to operations 40
--
------
Balance at June 30, 1998 $ 495
======
Ratio of net charge-offs to average
loans outstanding 0.03%
======
The amount charged to operations and the related balance in the allowance for
loan losses are based upon the periodic evaluations of the loan portfolio by
management. These evaluations consider several factors, including, but not
limited to, general economic conditions, loan portfolio composition, prior loan
loss experience, and management's estimate of future potential losses.
The allowance for loan losses as a percentage of total loans was .67% at June
30, 1998. In evaluating the adequacy of the allowance for loan loss, only the
net exposure (un-guaranteed portion) should be considered. As a result of the
loan portfolio composition (primarily residential mortgage loans, Small Business
Administration (SBA) guaranteed loans, and guaranteed student loans), less than
25% of the loan portfolio represents some level of risk--no guarantee features,
significant collateral, or proven track record of repayment. In addition, the
Bank has an excellent collection record. During the quarter ending June 30,
1998, net charge-offs as a percentage of average total loans represented .02%.
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 Bank's policy is to charge-off unsecured loans
after 90 days past due. Interest on "nonperforming" loans ceases to accrue
except for loans which 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 of and interest on the loan appears to be available. At
June 30, 1998, non-accrual loans were $1.049 million. Approximately $640
thousand of the total nonaccrual loans were residential mortgages while the
remainder consisted primarily of loans with SBA loans. There is no 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.
The Bank grants commercial, residential, and consumer loans to customers
primarily located in Philadelphia County, Pennsylvania and surrounding counties
in the Delaware Valley. Although the Bank has a diversified loan portfolio, its
debtors' ability to honor their contracts is influenced by the region's economy.
At June 30, 1998, approximately 31% of the Bank's commercial loan portfolio
was concentrated in loans made to religious organizations. From inception, the
Bank has received support in the form of investments and deposits and has
developed strong relationships with the Philadelphia region's religious
community. Loans made to these organizations were primarily for expansion and
repair of church facilities. At June 30, 1998, none of these loans were
nonperforming.
Investment Securities and other short-term investments
Investment securities, including Federal Funds Sold, increased on average by $2
million, or 17.67%, during the quarter ended June 30, 1998. The increase is due
the growth in average deposit levels prepayments in the loan portfolio. Longer
term investment strategies have been developed to achieve higher yields were
implemented in June 1998.
The Bank's investment portfolio primarily consists of mortgage-backed
pass-through agency securities, U.S. Treasury securities, and other
government-sponsored agency securities. The Bank does not invest in high-risk
securities or complex structured notes. The average duration of the portfolio is
3.06 years.
Deposits
Non-interest bearing demand deposits increased on average by approximately $836
thousand, or 4.48%, during the quarter ended June 30, 1998. The increase was
primarily due to increased balances in small business checking (specifically,
the "Entrepreneurial-25" checking product which was designed for small start-up
businesses). In addition, the Bank experienced growth in its "Church-affiliated"
checking balances due to its alliance with several religious organizations in
the region. Finally, the Bank continues to strictly enforce its compensating
balance arrangements with commercial loan borrowers.
Interest bearing demand deposits increased on average by approximately $189
thousand, or .76%, during the quarter ended June 30, 1998. The increase was
primarily due to the March 1998 introduction of new interest-bearing checking
products (PRESTIGE) which are packaged with benefits such as discount travel,
eye care, and life insurance.. This product was designed to increase the Bank's
core deposit base with low cost funds.
Other Borrowed Funds
The average balance for other borrowed funds increased $885 thousand, or
92.48%, during the quarter ended June 30, 1998. The increase is due to a new
$1.5 million reverse repurchase agreement entered into in April 1998. The level
of other borrowed funds is dependent on many items such as capital adequacy,
loan growth, deposit growth and interest rates paid on these funds.
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. Both arrangements
have credit risk essentially the same as that involved in extending loans, and
are subject to the Bank's normal credit policies. Collateral may be obtained
based on management's assessment of the customer. The Bank's exposure to credit
loss in the event of nonperformance by the other party to the financial
instruments is represented by the contractual amount of those instruments.
The Bank's financial instrument commitments at June 30, 1998 are summarized
below:
Commitments to extend credit $4,736,000
Outstanding letter of credit $ 100,000
Commitments to extend credit are agreements to lend to a customer as long as
there is no violation of any condition established in the contract. Since many
of the commitments are expected to expire without being drawn upon, the total
commitment amounts do not necessarily represent future cash requirements.
Commitments generally have fixed expiration dates or other termination clauses
and may require payment of a fee.
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
rate.
The Bank is required to maintain minimum levels of liquid assets as defined
by FRB regulations. This requirement is evaluated in relation to the composition
and stability of deposits; the degree and trend of reliance on short-term,
volatile sources of funds, including any undue reliance on particular segments
of the money market or brokered deposits; any difficulty in obtaining funds; and
the liquidity provided by securities and other assets. In addition,
consideration is given to the nature, volume and anticipated use of commitments;
the adequacy of liquidity and funding policies and practices, including the
provision for alternate sources of funds; and the nature and trend of
off-balance-sheet activities. As of June 30, 1998, management believes the
Bank's liquidity is satisfactory and in compliance with the FRB regulations
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. Securities maturing in one year or
less amounted to $1.6 million at June 30, 1998, representing 10% of the
investment portfolio. Other types of assets such as federal funds sold, as well
as maturing loans, are sources of liquidity. Approximately $3.6 million in loans
are scheduled to mature within one year.
The Bank's overall liquidity has been enhanced by a significant level of
core deposits which management has determined are less sensitive to interest
rate movements. The Bank has avoided reliance on large denomination time
deposits as well as brokered deposits
The following is a summary of the remaining maturities of time deposits of
$100,000 or more outstanding at June 30, 1998:
(Thousands of dollars)
3 months or less $ 9,536
Over 3 through 12 months 3,677
Over 1 through five years 318
Over five years 116
-------
Total $13,647
=======
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.
The following table sets forth the maturity distribution of the Bank's
interest-earning assets and interest-bearing liabilities at June 30, 1998, the
Bank's interest-rate sensitivity gap ratio (i.e. excess of interest rate
sensitive assets over interest rate sensitive liabilities, divided by total
assets) and the Bank's cumulative interest rate sensitivity gap ratio. For
purposes of the table, except for savings deposits, an asset or liability is
considered rate sensitive within a specified period when it matures or could be
repriced within such period or repriced within such period in accordance with
its contractual terms. At June 30, 1998, a liability sensitive position is
maintained on a cumulative basis through 1 year of -9.90% which is within the
Bank's policy guidelines of +/- 15% on a cumulative 1-year basis. The current
gap position is primarily due to the high concentration of fixed rate mortgage
loans the Bank has in its loan portfolio but is somewhat mitigated by the Bank's
high level of core deposits which have been placed in longer repricing
intervals. Generally, because of the Bank's negative gap position in shorter
time frames, the Bank can anticipate that increases in market rates will have a
negative impact on the net interest income, while decreases will have the
opposite effect.
<PAGE>
INTEREST SENSITIVITY ANALYSIS
INTEREST RATE SENSITIVITY GAPS
AS OF JUNE 30, 1998
<TABLE>
<CAPTION>
MORE THAN
0 TO 3 3 TO 12 3 TO 5 5-15 MORE THAN
(THOUSANDS OF DOLLARS) MONTHS MONTHS 1-3 YEARS YEARS YEARS 15 YEARS CUMULATIVE
- ---------------------- ------ ------ --------- ----- ----- -------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
INTEREST-SENSITIVE ASSETS
Time deposits 342 -- -- -- 342
Investment securities:
U.S. Government -- 1,651 500 2,752 5,499 332 10,734
Mortgage-backed 4,516 257 668 808 332 6,581
Federal funds sold 17,067 -- -- -- -- 17,067
Real Estate Loans 3,744 1,003 2,066 1,770 14,306 14,378 37,267
All Other Loans 14,865 2,134 10,025 2,407 3,977 2,902 36,310
------ ------- ------ ----- ------ ------ -------
Total interest-
sensitive assets 40,534 5,045 12,591 7,597 24,590 17,944 108,301
------ ------- ------ ----- ------ ------ -------
INTEREST-SENSITIVE LIABILITIES
Interest checking accounts 13,083 -- 3,181 -- -- 16,264
Money market accounts 5,756 -- 7,933 -- -- 13,689
Savings accounts 12,430 -- 7,665 -- -- 20,095
Certificates less
than $100,000 5,908 10,937 3,946 2,598 -- 23,389
Certificates more
than $100,000 9,536 3,677 318 116 -- 13,647
Other borrowings 1,824 1,246 -- -- -- 3,070
------ ------- ------- ----- ------ -------
Total Interest-
sensitive liabilities 48,537 15,860 23,043 2,714 -- 90,154
------ ------- ------- ----- ------ ------ -------
Interest sensitivity gap (8,003) (10,815) (10,452) 4,883 24,590 17,944 18,147
======= ======= ======= ===== ====== ====== =======
Average 12 month Gap %
Earning Assets (9.90)
=======
</TABLE>
<PAGE>
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, even though the Bank currently has a
negative 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. For example, changes in the prime rate
on variable commercial loans may not result in an equal change in the rate of
money market deposits or short-term certificates of deposit. A simulation model
is therefore used to estimate the impact of various changes, both upward and
downward, in market interest rates and volumes of assets and liabilities on the
Bank's net income. This model produces an interest rate exposure report that
forecasts changes in the market value of portfolio equity under alternative
interest rate environments. The market value of portfolio equity is defined as
the present value of the Company's existing assets, liabilities and
off-balance-sheet instruments. The calculated estimates of changes in market
value of portfolio value at June 30, 1998 are as follows:
MARKET VALUE OF PERCENT OF
CHANGES IN RATE PORTFOLIO EQUITY CHANGE
--------------- ---------------- ------
(Dollars in thousands)
+400 basis points $ 89,779 (22.19)%
+300 basis points 96,180 (16.64)
+200 basis points 102,580 (11.10)
+100 basis points 108,981 (5.55)
Flat rate 115,382 --
-100 basis points 121,783 5.55
-200 basis points 128,184 11.10
-300 basis points 134,584 16.64
-400 basis points 140,985 22.19
The assumptions used in evaluating the vulnerability of the Company's
earnings and capital to changes in interest rates are based on management's
consideration of past experience, current position and anticipated future
economic conditions. The interest sensitivity of the Company's assets and
liabilities, as well as the estimated effect of changes in interest rates on the
market value of portfolio equity, could vary substantially if different
assumptions are used or actual experience differs from the assumptions on which
the calculations were based.
The Bank's Board of Directors and management consider all of the relevant
factors and conditions in the asset/liability planning process. Interest-rate
exposure is not considered to be significant and is within the Bank's policy
limits at June 30, 1998. However, if significant interest rate risk arises, the
Board of Directors and management may take (but are not limited to) one or all
of the following steps to reposition the balance sheet as appropriate:
1. Limit jumbo certificates of deposit (CDs) and movement into money
market deposit accounts and short-term CDs through pricing and other
marketing strategies.
2. Purchase quality loan participations with appropriate interest
rate/gap match for the Bank's balance sheet.
3. Restructure the Bank's investment portfolio.
The Board of Directors has determined that active supervision of the
interest-rate spread between yield on earnings assets and cost of funds will
decrease the Bank's vulnerability to interest-rate cycles.
Capital Resources
Total shareholders' equity increased approximately $99 thousand during the
quarter ended June 30, 1998. The increase was primarily due to internal capital
generation in the form of net income of approximately $20 thousand and $62
thousand capital raised from the sale of common stock from warrant exercises.
The Federal Reserve Bank's ("FRB") standards for measuring capital adequacy
for U.S. Banking organizations requires that banks maintain capital based on
"risk-adjusted" assets so that categories of assets with potentially higher risk
will require more capital backing than assets with lower risk. In addition,
banks are required to maintain capital to support, on a risk-adjusted basis,
certain off-balance-sheet activities such as loan commitments. The FRB standards
classify capital into two tiers, referred to as Tier 1 and Tier 2. Tier 1
consists of common shareholders' equity, non-cumulative and cumulative perpetual
preferred stock, and minority interests less goodwill. Tier 2 capital consists
of allowance for loan losses, hybrid capital instruments, term subordinated
debt, and intermediate-term preferred stock. Banks are required to meet a
minimum ratio of 8% of qualifying capital to risk-adjusted total assets with at
least 4% Tier 1 capital and a Tier I Leverage ratio of at least 6%. Capital that
qualifies as Tier 2 capital is limited to 100% of Tier 1 capital.
As indicated in the table below, the Bank's risk-based capital ratios are
above the minimum requirements. Management continues the objective of raising
additional capital by offering additional stock (preferred and common) for sale
to the public as well as 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.
JUNE 30, DECEMBER 31,
1998 1997
------- -------
Tier 1 Capital $ 6,849 $ 6,891
Tier 2 Capital 495 468
------- -------
Total Qualifying Capital $ 7,344 $ 7,359
======= =======
Risk Adjusted Total Assets
(including off-
balance sheet exposures) $55,123 $51,868
Tier 1 Risk-Based Capital Ratio 12.42% 13.29%
Tier 2 Risk-Based Capital Ratio 13.32% 14.19%
Leverage Ratio 6.09% 6.59%
RESULTS OF OPERATIONS
Summary
The Bank had net income of approximately $20 thousand ($.02 per common share)
for the quarter ended June 30, 1998 compared to a net income of $25 thousand
($.03 per common share) for the same quarter in 1997. The decline in earnings is
primarily due to the need for a higher loan loss provisions and other operating
expenses.
Net Interest Income
Net interest income is an effective measure of how well management has balanced
the Bank's interest rate sensitive assets and liabilities. Net interest income,
the difference between (a) interest and fees on interest earning assets and
interest paid on interest-bearing liabilities, is a significant component of the
Bank's earnings. Changes in net interest income result primarily from increases
or decreases in the average balances of interest earning assets, the
availability of particular sources of funds and changes in prevailing interest
rates.
Net interest income was $1.3 million for the quarter ending June 30, 1998
compared to $1.1 million for the same quarter in 1997. The primary determinants
of the increase was the increase in the Bank's average earning assets from $93.2
million at June 30, 1997 to $107 million at June 30, 1998. This growth in
earning assets is primarily attributable to an increase in average demand
deposit balances (both interest and non-interest bearing) as outlined above
sections. These products provide a low-cost/minimum balance option for personal
and small business customers who have relatively low-volume activity in their
checking accounts. While benefiting customers, these products also serve as
means of generating noninterest-bearing funds for the Bank as well as a source
of service charge income from overdraft fees. The increase in volume of
investable funds was primarily used to fund new loan originations and Federal
Funds Sold temporary investments.
Also contributing to the increase in the net interest income was an
increase in the Bank's net interest margin from 4.74% to 4.83% as a result of
growth and change in composition in the loan portfolio--specifically, purchased
automobile loans which have an average yield of approximately 9.5% compared to
mortgage and student loans with average yields of 8%.
Provision for Loan Losses
The Bank adopted Statement of Financial Accounting Standard ("SFAS") No. 114,
"Accounting by Creditors for Impairment of a Loan," and SFAS No. 118,
"Accounting by Creditors for Impairment of a Loan--Income Recognition and
Disclosures," effective January 1, 1995. As a result of applying the new rules,
certain impaired loans are reported at the present value of expected future cash
flows using the loan's initial effective interest rate, or as a practical
expedient, at the loan's observable market price or at the fair value of the
collateral if the loan is collateral dependent. The adoption of these standards
did not have a material impact on the Bank's financial position or results of
operations.
The provision is based on management's estimate of the amount needed to
maintain an adequate allowance for loan losses. This estimate is based on the
review of the loan portfolio, the level of net credit losses, past loan loss
experience, the general economic outlook and other factors management feels are
appropriate.
The provision for loan losses charged against earnings for the quarter
ending June 30, 1998 was $40 thousand compared to $23 thousand for the same
quarter in 1997. The increase is due to the increase in the average balance of
loans outstanding and some shifting out of student loans which have a 98%
government guarantee to purchased (seasoned) automobile loans.
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. Deposit-related noninterest income increased from 1.26%
of average total assets to 1.21% for the quarter ended June 30, 1997 compared to
the quarter ended June 30, 1998. The high level of noninterest income is a
result of ATM surcharge fees ($146 thousand for the quarter ending June 30, 1998
compared to $105 thousand for the same quarter in 1997) due to growth in the ATM
network from 15 to 28 machines. In June 1998, City Council of Philadelphia
introduced a Bill to limit and/or ban ATM surcharge fees for Banks serving as
depository for the City of Philadelphia. Presently, the Bank is lobbying to have
this Bill vetoed. The Bank generates approximately $400 thousand annually from
ATM surcharge fees which may be at risk of loss if this Bill is passed.
Noninterest expense
Salaries and benefits represented 2.24% and -2.23% of average assets for the
quarters ended June 30, 1998 and 1997, respectively. Management continues to
recognize the need to grow the Bank's deposit level to generate operating
economies of scale and net interest income to cover the cost of operations.
Data processing expenses represented .78% and .85% of the total average
assets for the quarters ended June 30, 1998 and 1997, respectively. Data
processing expenses are a result of the Bank's management decision to out source
data processing to third party processors the bulk of its data processing. Such
expenses are reflective of the high level of accounts being serviced for which
the Bank is charged a per account charge by processors. In addition, the Bank
uses outside loan servicing companies to service its mortgage, credit card,
installment and student loan portfolios. The Bank continues to study methods by
which it may reduce its data processing costs, including but not limited to a
consolidation of servicers, in-house processing versus out-sourcing, and the
possible re-negotiation of existing contracts with servicers. In an effort to
reduce these costs, the Bank has systematically and strategically sold portions
of its student loan portfolio and replaced it with commercial and other consumer
loans with lower servicing costs
Occupancy expense increased approximately $82 thousand for the quarter
ended June 30, 1998 compared to the quarter ended June 30, 1997. This increase
is primarily attributable to annual escalations in lease payments and
maintenance contract cost to service the Bank's growing ATM network.
All other expenses are reflective of the general cost to do business and
compete in the current regulatory environment and maintain adequate insurance
coverage.
REGULATORY MATTERS
At June 30, 1998, the Bank is operating under a Supervisory Letter from its
primary regulator. The Supervisory Letter, among other things, prevents the Bank
and the Company from declaring or paying dividends without the prior written
approval of its regulators and prohibits the Bank and the Company from issuing
debt.
YEAR 2000
The Company has conducted a comprehensive review of its computer systems, both
internal and out-sourced processing, to identify the systems that could be
affected by the "Year 2000" issue and has developed an implementation plan to
resolve the issue. The Year 2000 problem is the result of computer programs
being written using two digits rather than four to define the applicable year.
Any of the Company's programs or that of its vendors that have time sensitive
software may recognize the a date using "00" as the year 1900 rather than the
Year 2000. This could result in major system failure or miscalculations.
To date, the Company has completed its assessment phase of the Year 2000
problem. It has received confirmations from its primary computer software and
processing vendors that they are addressing the Year 2000 issue. Current
estimates of the cost to be incurred to prepare for the Year 2000 range from
$50,000 to $100,000. In conjunction with Year 2000 preparation, the Bank plans
to make most hardware upgrades as a normal part of replacement of
equipment--thereby minimizing cost. Cost estimates include primarily personnel
and consulting time to ensure all business components/processes have been
considered and tested for compliance. While currently not known or estimable,
additional costs may be identified during testing/renovation phase if certain
systems/equipment are found to be non-compliant with Year 2000.
The Bank has contacted its major loan customers to advise them to review
their own systems for possible Year 2000 problems. In making credit decisions
for major borrowers, the Bank will consider the impact of the Year 2000 issues.
In addition, the Bank plans to hold "Customer Awareness" seminars n September
1998 to ensure all of its major loan and deposit customers are aware of year
2000 implications and are working towards compliance.
The "Year 2000" potential problems create risk for the Company from
unforeseen problems in its own computer systems and from third parties; such as
other financial institutions, the Federal government, Federal agencies, vendors
and customers. Failures of the Company's or third parties' computer systems
could have a material effect on the Company's abilities to conduct business and
especially to process and account for the transfer of funds electronically.
During September 1998, the Company will begin its testing and renovation
phases to ensure that all in-house processing, servicers, vendors and loan
customers which have indicated compliance are in fact compliant. This phase will
also include the development of contingency plans in the event that primary
processors do not meet the Year 2000 compliance deadlines.
ACCOUNTING ISSUES/DISCLOSURES
In June 1997, the FASB issued SFAS No. 131, which is effective for all
periods beginning after December 15, 1997. SFAS No. 131, "Disclosures About
Segments of an Enterprise and Related Information," requires that public
business enterprises report certain information about operating segments in
complete sets of financial statements of the enterprise and in condensed
financial statements of interim periods issued to shareholders. It also requires
that public business enterprises report certain information about their products
and services, the geographic area in which they operate, and their major
customers.
In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activity." SFAS No. 133 establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments imbedded in other contracts, and for hedging activities. It requires
that an entity recognize all derivatives as either assets or liabilities in the
statement of financial position and measure those instruments at fair value. If
certain conditions are met, a derivative may be specifically designated as a
hedge. The accounting for changes in the fair value of a derivative and
resulting designation. SFAS No. 133 is effective for all fiscal quarters of
fiscal years beginning after June 15, 1999. Earlier application is permitted
only as of the beginning of any fiscal quarter. The Company is currently
reviewing the provisions of SFAS No. 133.
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
No material claims have been instituted or threatened by or against
Registrant or its affiliates other than in the ordinary course of business.
ITEM 2. WORKING CAPITAL RESTRICTIONS ON PAYMENT OF DIVIDENDS.
The holders of the Common Stock are entitled to such dividends as may be
declared by the Board of Directors out of funds legally available therefor under
the laws of the Commonwealth of Pennsylvania. Under the Pennsylvania Banking
Code of 1965, funds available for cash dividend payments by a bank are
restricted to accumulated net earnings and if the surplus of a Bank is less than
the amount of its capital the Registrant shall, until surplus is equal to such
amount, transfer to surplus an amount which is at least 10% of the net earnings
of the Registrant 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 prior approval of the Secretary of Banking of the
Commonwealth of Pennsylvania.
Under the Federal Reserve Act, if a bank has sustained losses up to or
exceeding its undivided profits, 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 Federal Reserve 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 Registrant'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 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.
The Federal Deposit Insurance act generally prohibits all payments of
dividends a bank which is in default of any assessment to the Federal Deposit
Insurance Corporation.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
(a) There has been no material default in the payment of principal,
interest, a sinking or purchase fund installment, or any material default with
respect to any indebtedness of the Registrant exceeding five percent of the
total assets of the Registrant.
(b) There have been no material arrearage or delinquencies as discussed in
Item 3(b). Registrant has declared and issued a Series A Preferred Stock. No
obligations pursuant to those securities have become due.
<PAGE>
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
(a) An annual meeting of the security holders of the Registrant was held on
May 22, 1998.
(b) Proxies for the annual meeting of the Registrant scheduled for May 22,
1998, (the "Annual Meeting") were solicited by proxy statement filed with the
Commission.
(c) The following matters were voted upon at the Annual
Meeting:
1. ELECTION OF DIRECTORS
The following individuals were elected as directors of the Registrant:
James F. Bodine
Verdaynea F. Eason
William C. Green
An affirmative vote of approximately 443,000 shares representing 99% of the
votes cast and 52% of the shares entitled to vote were cast in favor of the
election of these Board members.
2. INDEPENDENT ACCOUNTANT
The matter of ratification of independent accountants were submitted to the
shareholders at the Annual Meeting. The Board of Directors selected Grant
Thornton, LLP as independent accountants to audit and certify financial
statements of the Bank and the Registrant for the year ending December 31, 1997
and to provide certain accounting services to the Bank during the 1998 fiscal
year. In connection with the audit function, Grant Thornton, LLP also reviewed
the Registrant's annual report to shareholders and filings with the Securities
and Exchange Commission. Neither Grant Thornton, LLP nor any of its partners has
any direct or material indirect financial interest in the Bank. The selection of
Grant Thornton, LLP as the Registrant's independent accountant was ratified and
approved by the shareholders at the meeting.
An affirmative vote of approximately 430,679 shares, representing 96% of the
votes cast at the Annual Meeting and 52% of the shares entitled to vote at the
Annual Meeting were cast in favor of the proposal to ratify the appointment of
Grant Thornton, LLP as Registrant's Independent accountants.
No further matters have been submitted to a vote of the Registrant's
securityholders.
<PAGE>
ITEM 5. OTHER INFORMATION.
Effective August 5, the Registrant sold 39, 849 shares of its Series A Preferred
Stock to the Federal National Mortgage Association ("Fannie Mae") for a purchase
price of $20 per share. The sale was exempt from registration requirements
pursuant to section 4(2) of the Securities Exchange Act of 1933
(the "Act").
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) A list of the exhibits submitted with this Form 10-Q
are as follows:
Copy of the Registrant's Call Report for the Period ending June 30,
1998.
<PAGE>
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 19, 1998 /S/ EMMA C. CHAPPELL
------------------------
Emma C. Chappell
Chairman, President & CEO
/S/ BRENDA HUDSON-NELSON
------------------------
Brenda Hudson-Nelson
Controller
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