UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 
 
 FORM 10-K
 
 (Mark One)
 
 
 x   ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
 SECURITIES EXCHANGE ACT OF 1934
 
 For the fiscal year ended December 31, 2012
 OR
 
 oTRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
 SECURITIES EXCHANGE ACT OF 1934
 
 for the transition period from  to
 
 Commission file number: 0-25976
 
 UNITED BANCSHARES, INC.
 (Exact name of registrant as specified in its charter)
 
 
 Pennsylvania

23-2802415(State of other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)The Graham Building, 30 South 15th Street, Suite 1200, Philadelphia, Pennsylvania

19102(Address of principal executive offices)

(Zip Code)
 
 (215) 351-4600
 [Registrant’s telephone number, including area code]
 
 Name and fiscal year not changed, but former address was 300 North 3rd Street Philadelphia, PA 19106
 (Former name, former address and former fiscal year, if changed since last report)
 
 Securities registered pursuant to Section 12(b) of the Act:
 
 Title of each class
Name of each exchange on

which registeredNONE
NONE
 
 Securities registered pursuant to Section 12(g) of the Act:
  1
  Common Stock, $ .01 Par Value
 (Title of Class)
 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act
 
 Yes o No x
 
 Indicate by check mark if registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.
 Yes o No x
 Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities and Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes x   No o
 
 Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
 Yes    No
 
 Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. X
 
 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 o                    Accelerated filer o                     Non-accelerated filer o                      Smaller Reporting Company x
 
 Indicate by checkmark whether the Registrant is a shell company (as defined by Rule 126-2 of the Exchange Act):
 Yes o     No x
 
 The aggregate market value of shares of common stock held by non-affiliates of Registrant (including fiduciary accounts administered by affiliates) was [_not applicable ] on June 30, 2011.   Not applicable, the Registrant shares are not publicly traded.
 
 United Bancshares, Inc. (sometimes herein also referred to as the “Company” or “UBS”) has two classes of capital stock authorized 2,000,000 shares of $.01 par value Common Stock and 500,000 shares of $.01 par value 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.  None of the shares of the Registrant’s stock was sold within 60 days of the filing of this Form 10-K.
 
 As of March 4, 2013 the aggregate number of the shares of the Registrant’s Common Stock outstanding was 1,068,588 (including 191,667 Class B non-voting).
 
 DOCUMENTS INCORPORATED BY REFERENCE:
 
 Document
Parts Into Which IncorporatedNone
 
 The exhibit index is on pages 56 through 58.  There are 99 pages in this report.
 
  2
  
 
 FORM 10-K
 United Bancshares, Inc.
 Index
 
 Item No.

PagePART I1.
Business
41A.
Risk Factors
151B.
Unresolved Staff Comments
192.
Properties
193.
Legal Proceedings
204.
Mine Safety Disclosures
20PART II5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
206.
Selected Financial Data
217.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
217A.
Quantitative and Qualitative Disclosures about Market Risk
408.
Financial Statements and Supplementary Data
409.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
409A.
Controls and Procedures
409B.
Other Information
41PART III10.
Directors, Executive Officers, and Corporate Governance
4311.
Executive Compensation
5012.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
5313.
Certain Relationships and Related Transactions, and Director Independence
5414.
Principal Accountant Fees and Services
55PART IV15.
Exhibits and Financial Statement Schedules
56
 
 UNLESS OTHERWISE INDICATED, ALL INFORMATION IS AS OF MARCH 4, 2013.
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 PART I
 
 SPECIAL CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENT
 
 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,” “will” and similar expressions are intended to identify such forward-looking statements.  These forward looking statements include: (a) statements of goals, intentions and expectations; (b) statements regarding business prospects, asset quality, credit risk, reserve adequacy and liquidity.  UBS’ actual results may differ materially from the results anticipated by the forward-looking statements due to a variety of factors, including without limitation: (a) the effects of future economic conditions on UBS and its customers, including economic factors which affect consumer confidence in the securities markets, wealth creation, investment and consumer saving patterns; (b) UBS interest rate risk exposure and credit risk; (c) changes in the securities markets with respect to the fair market values of financial assets and the stability of particular securities markets; (d) governmental monetary and fiscal policies, as well as legislation and regulatory changes; (e) changes in interest rates on the level and composition of deposits, loan demand, and the values of loan collateral and securities, as well as interest-rate risks; (f) changes in accounting requirements or interpretations; (g) the effects of competition from other commercial banks, thrifts, mortgage companies, consumer finance companies, credit unions securities brokerage firms, insurance company’s, money-market and mutual funds and other financial institutions operating in the UBS’ trade market area and elsewhere including institutions operating locally, regionally, nationally and internationally, together with such competitors offering banking products and services by mail, telephone, computer and the internet; (h) any extraordinary events (such as the September 11, 2001 events), the war on terrorism and the U.S. Government’s response to those events or the U.S. Government becoming involved in a conflict in a foreign country including the war in Iraq; (i) UBS’ need for capital; (j) 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; (k) 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; (l) UBS’ timely development of competitive new products and services in a changing environment and the acceptance of such products and services by its customers; (m) the ability of key third party providers to perform their obligations to UBS and; (n) UBS’ success in managing the risks involved in the foregoing; and,  (o) failure to comply with the consent orders with the FDIC and Pennsylvania Department of Banking.
 
 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 Report are based upon information presently available, and UBS assumes no obligation to update any forward-looking statement.
  
 ITEM 1 — BUSINESS
 
 United Bancshares, Inc.
 
 United Bancshares, Inc. (“Registrant” or “UBS”) is a holding company for United Bank of Philadelphia (the “Bank”).  UBS was incorporated under the laws of the Commonwealth of Pennsylvania on April 8, 1993.  The Registrant became the bank holding company of the Bank, pursuant to the Bank Holding Company Act of 1956, as amended, on October 14, 1994.
 
 The Bank commenced operations on March 23, 1992.  UBS provides banking services through the Bank.  The principal executive offices of UBS and the Bank are located at The Graham Building, 30 S 15th Street, Suite 1200, Philadelphia, Pennsylvania 19102.  The Registrant’s telephone number is (215) 351-4600.
 
 As of March 4, 2013, UBS and the Bank had a total of 27 employees.
 
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  United Bank of Philadelphia
 
 United Bancshares, Inc. is an African American controlled and managed bank holding company for United Bank of Philadelphia (the “Bank”), a commercial bank chartered in 1992 by the Commonwealth of Pennsylvania, Department of Banking.  The deposits held by the Bank are insured by the Federal Deposit Insurance Corporation (“FDIC”).  The Bank provides full service community banking in Philadelphia neighborhoods that are rich in diversity providing a market opportunity that includes men, women, families, small business owners, skilled laborers, professionals and many more who need banking services to help make their dreams come true.
 
 The Bank conducts all its banking activities through its three offices located as follows:  West Philadelphia Branch 38th and Lancaster Avenue, Philadelphia, Pennsylvania, (iii) Mount Airy Branch 1620 Wadsworth Avenue, Philadelphia, Pennsylvania; and (iv) Progress Plaza Branch 1015 North Broad Street, Philadelphia, Pennsylvania.  In addition, the Bank leases the retail space on the bottom floor of its Center City Graham Building corporate office. The Bank has an automated teller machine in the lobby of this space that allows it to have a branding presence in Center City Philadelphia without incurring additional occupancy expense. Through its locations, the Bank offers a broad range of commercial and consumer banking services.  At December 31, 2012, the Bank had total deposits aggregating approximately $61 million and had total net loans outstanding of approximately $40.6 million.  Although the Bank’s primary service area for Community Reinvestment Act purposes is Philadelphia County, it also services, generally, the Delaware Valley, which consists of portions of Montgomery, Bucks, Chester, and Delaware Counties in Pennsylvania; New Castle County in Delaware; and Camden, Burlington, and Gloucester Counties in New Jersey.
 
 The city of Philadelphia is comprised of 385 census tracts and, based census data, 250 or 65% of these are designated as low to moderate-income tracts while 105 or 27.3% are characterized both as low to moderate-income and minority tracts.  The Bank’s primary service area consists of a population of 1,526,006, which includes a minority population of 752,309.
 
 United Bank of Philadelphia, while state chartered as a commercial bank, is uniquely structured to provide retail services to its urban communities, while maintaining and establishing a solid portfolio of commercial relationships that include small businesses, churches and corporations.  The Bank has leveraged its CDFI (community development financial institution) designation as established by the United States Department of Treasury to attract deposits from universities and corporations in the region seeking Community Reinvestment Act (the “CRA Act”) credit.  The Bank is eligible to receive grants from the U.S. Treasury CDFI Bank Enterprise Award Fund for its qualified small business lending activity. Although grants have been received in the past, the Bank did not qualify in 2012.  Management intends to pursue CDFI and other available government funding in the future.
 
 The Bank seeks to strengthen communities in the Philadelphia region with innovative products and services including remote deposit capture and other electronic banking services. The Bank engages in commercial banking business with a particular focus on, and sensitivity to, groups that have been traditionally under-served, including Blacks, Hispanics and women.  The Bank offers a wide range of deposit products, including checking accounts, interest-bearing NOW accounts, money market accounts, certificates of deposit, savings accounts and Individual Retirement Accounts.
 
 A broad range of credit products is offered to the businesses in the Bank’s service area, including commercial and industrial and commercial real estate loans. At March 4, 2013, the Bank’s maximum legal lending limit was approximately $801,000 per borrower.  However, the Bank’s internal Loan Policy limits the Bank’s lending to $500,000 per borrower in order to diversify the credit risk in the loan portfolio.   The Board of Directors of the Bank maintains the ability to waive its internal lending limit upon consideration of a loan.  The Board of Directors has exercised this power with respect to loans and participations on a number of occasions.
 
 United Bank of Philadelphia has the flexibility to develop loan arrangements targeted at a customer’s objectives.  Typically, these loans are term loans or revolving credit arrangements with interest rate, collateral and repayments terms, varying based upon the type of credit, and various factors used to evaluate risk.  The Bank participates in the government-sponsored and other local agency credit enhancement programs including the Small Business Administration (“SBA”) and Department of Transportation (DOT), and Philadelphia Industrial Development Corporation (“PIDC”) when deemed appropriate.  These programs offer guarantees of up to 90% of the loan amount.  These guarantees are intended to reduce the Bank’s exposure to loss in its commercial loan portfolio.  Commercial loans are typically made on the basis of cash flow to support repayment with secondary reliance placed on the underlying collateral.
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  Other services the Bank offers include safe deposit boxes, travelers’ checks, money orders, direct deposit of payroll and Social Security checks, wire transfers, access to regional and national automated teller networks and most recently, remote deposit capture.
 
 Segments
 
 The Company has one reportable segment, “Community Banking.” All of the Company’s activities are interrelated, and each activity is dependent and assessed based on how each of the activities of the Company supports the other.  For example, commercial lending is dependent upon the ability of the Bank to fund it with retail deposits and other borrowings and to manage interest rate and credit risk.  This situation is also similar for consumer and residential mortgage lending.  Accordingly, all significant operating decisions are based upon analysis of the Company as one operating segment or unit.
 
 Access to the Bank’s Website and the United States Securities and Exchange Commission Website
 
 Reports filed electronically by United Bancshares, Inc.’s with the Securities and Exchange Commission including proxy statements, reports on Form 10-K, reports on Form 10-Q, and current event reports on Form 8–K, as well as any amendment of those reports, and other information about UBS and the Bank are accessible at no cost on the Bank’s website at www.ubphila.com  under the “investor information” section.  These files are also accessible on the Commission’s website  at  www.sec.gov .
 
 Competition
 
 There is significant competition among financial institutions in the Bank’s service area.  Money center banks have positioned new branches in once abandoned neighborhoods seeking to grow market share in minority communities.  The Bank competes with local, regional and national commercial banks, as well as savings banks, credit unions and savings and loan associations.  Many of these banks and financial institutions have an amount of capital that allows them to do more advertising and promotion and to provide a greater range of services to customers including cash management, investment and trust services.  The Bank has attracted, and believes it will continue to attract its customers from the deposit base of such existing banks and financial institutions largely due to the Bank’s “uniqueness” in the marketplace and its mission to service groups of people who have traditionally been under served and by its devotion to personalized customer service.  The Bank’s branding message, “So Much More Than Banking” highlights the Bank’s community development focus.
 
 The Bank focuses its efforts on the needs of individuals and small and medium-sized businesses.  In the event that there are customers whose loan demands exceed the Bank’s lending limit, the Bank will seek to arrange for such loans on a participation basis with other financial institutions and intermediaries. In addition, major corporations with operations in the Philadelphia region will continue to be targeted for business including deposits and other banking services.
 
 Supervision and Regulation
 
 UBS, as a Pennsylvania business corporation, is subject to the jurisdiction of the Securities and Exchange Commission (the “SEC”) and certain state securities commissions concerning matters relating to the offering and sale of its securities.  Accordingly, if UBS wishes to issue additional shares of its Common Stock, for example, to raise capital or to grant stock options, UBS must comply with the registration requirements of the Securities Act of 1933, as amended, and any applicable states securities laws, or use an applicable exemption from such registration, if available.
 
 Capital Adequacy
 
 Federal and state banking laws impose on financial institutions such as USB and the Bank certain minimum requirements for capital adequacies.  The Company and the Bank are each generally required to maintain a minimum ratio of total capital to risk rated assets of 8%.  At least half of the total capital must be composed of “Tier I Capital” which is defined as common equity, retained earnings and qualified perpetual preferred stock, less certain intangibles.  The remainder may consist of “Tier II Capital” which is defined as specific subordinated debt, some hybrid capital instruments and other qualifying preferred stock and a limited amount of loan loss allowance.  Also, federal banking regulatory agencies have established minimum leverage capital requirements for banking organizations.  Under these requirements, banking organizations must maintain a minimum of Tier I Capital to adjusted average quarterly assets equal to 3% to 5%, subject to bank regulatory evaluation of an organization’s overall safety and soundness.  Under the federal banking regulations, a financial institution would be deemed to “adequately capitalized” or better if it exceeds the minimum federal regulatory
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  capital requirements.  A financial institution would be deemed “undercapitalized” if it fails to meet the minimum capital requirements and significantly undercapitalized if it has a total risk based capital ratio that is less than 6%, Tier I risk based capital ratio is less than 3%, or a leverage ratio that is less than 3% and “critically undercapitalized” if the institution has a ratio of tangible equity to total assets that is equal to less than 2%.  USB and the Bank are “adequately” for regulatory capital purposes based upon the most recent notification under regulatory framework for prompt corrective action.
 
 On January 31, 2012, the Bank entered into a Consent Order with its primary regulators that requires the development of a written capital plan (“Capital Plan”) that details the manner in which the Bank will meet and maintain a Leverage Ratio of at least 8.50% and a Total Risk-Based Capital Ratio of at least 12.50%.  At a minimum, the Capital Plan must include specific benchmark Leverage Ratios and Total Risk-Based Capital Ratios to be met at each calendar quarter-end, until the required capital levels are achieved.
 
 Basel III
 
 On June 7, 2012, the Federal Reserve approved proposed rules that would substantially amend the regulatory risk-based capital rules applicable to USB and the Bank. The FDIC and the OCC subsequently approved these proposed rules on June 12, 2012. The proposed rules implement the “Basel III” regulatory capital reforms and changes required by the Dodd-Frank Act. “Basel III” refers to two consultative documents released by the Basel Committee on Banking Supervision in December 2009, the rules text released in December 2010, and loss absorbency rules issued in January 2011, which include significant changes to bank capital, leverage and liquidity requirements. The comment period for the proposed rules has ended and a final ruling is pending.
 
 The proposed rules include new risk-based capital and leverage ratios, which would be phased in from 2013 to 2019, and would refine the definition of what constitutes “capital” for purposes of calculating those ratios. The proposed new minimum capital level requirements applicable to USB and the Bank under the proposals would be:
 
 (i)
a new common equity Tier 1 capital ratio of 4.5%;
 
 (ii)
a Tier 1 capital ratio of 6% (increased from 4%);
 
 (iii)
a total capital ratio of 8% (unchanged from current rules); and
 
 (iv)
a Tier 1 leverage ratio of 4% for all institutions.
 
 The proposed rules would also establish a “capital conservation buffer” of 2.5% above the new regulatory minimum capital requirements, which must consist entirely of common equity Tier 1 capital and would result in the following minimum ratios:
 
 (i)
a common equity Tier 1 capital ratio of 7.0%;
 
 (ii)
a Tier 1 capital ratio of 8.5%; and
 
 (iii)
a total capital ratio of 10.5%.
 
 The new capital conservation buffer requirement would be phased in beginning in January 2016 at 0.625% of risk-weighted assets and would increase by that amount each year until fully implemented in January 2019. An institution would be subject to limitations on paying dividends, engaging in share repurchases, and paying discretionary bonuses if its capital level falls below the buffer amount. These limitations would establish a maximum percentage of eligible retained income that could be utilized for such actions.
 
 Basel III provides discretion for regulators to impose an additional buffer, the “countercyclical buffer,” of up to 2.5% of common equity Tier 1 capital to take into account the macro-financial environment and periods of excessive credit growth. However, the proposed rules permit the countercyclical buffer to be applied only to “advanced approach banks” ( i.e. , banks with $250 billion or more in total assets or $10 billion or more in total foreign exposures), which currently excludes USB and the Bank. The proposed rules also implement revisions and clarifications consistent with Basel III regarding the various components of Tier 1 capital, including common equity, unrealized gains and losses, as well as certain instruments that will no longer qualify as Tier 1 capital, some of which would be phased out over time.
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 The federal bank regulatory agencies also proposed revisions to the prompt corrective action framework, which is designed to place restrictions on insured depository institutions, including the Bank, if their capital levels begin to show signs of weakness. These revisions would take effect January 1, 2015. Under the prompt corrective action requirements, which are designed to complement the capital conservation buffer, insured depository institutions would be required to meet the following increased capital level requirements in order to qualify as “well capitalized:”
 
 (i)
a new common equity Tier 1 capital ratio of 6.5%;
 
 (ii)
a Tier 1 capital ratio of 8% (increased from 6%);
 
 (iii)
a total capital ratio of 10% (unchanged from current rules); and
 
 (iv)
a Tier 1 leverage ratio of 5% (increased from 4%).
 
 The proposed rules set forth certain changes for the calculation of risk-weighted assets, which we would be required to utilize beginning January 1, 2015. The standardized approach proposed rule utilizes an increased number of credit risk exposure categories and risk weights, and also addresses:
 
 (i)
proposed alternative standard of creditworthiness consistent with Section 939A of the Dodd-Frank Act;
 
 (ii)
revisions to recognition of credit risk mitigation;
 
 (iii)
rules for risk weighting of equity exposures and past due loans;
 
 (iv)
revised capital treatment for derivatives and repo-style transactions; and
 
 (v)
disclosure requirements for top-tier banking organizations with $50 billion or more in total assets that are not subject to the “advance approach rules” that apply to banks with greater than $250 billion in consolidated assets.
 
 The effect of these rules on the Bank will not be known until finalization.
 
 The Bank Holding Company Act
 
 UBS, as a bank holding company, is subject to the Bank Holding Company Act of 1956, as amended (the “BHC Act”), and supervision by the Federal Reserve Board. The BCH Act limits the business of bank holding companies to banking, managing or controlling banks, performing certain servicing activities for subsidiaries and engaging in such other activities as the Federal Reserve Board may determine to be closely related to banking. UBS is subject to the supervision of and inspection by the Federal Reserve Board and is required to file with the Board an annual report and such additional information as the Board may require pursuant to the BHC Act and its implementing regulations.  The Federal Reserve Board also conducts inspections of UBS.
 
 A bank holding company is prohibited from engaging in or acquiring direct or indirect control of more than 5% of the voting shares of any company engaged in non-banking activities, unless the Federal Reserve Board, by order or regulation, has found such activities to be so closely related to banking or managing or controlling banks, as to be a proper incident thereto.  In making this determination, the Board considers whether the performance of these activities by a bank holding company would offer benefits to the public that outweigh possible adverse effects.
 
 The BHC Act requires UBS to secure the prior approval of the Federal Reserve Board before it owns or controls, directly or indirectly, more than 5% of the voting shares of any corporation, including another holding company or bank.
 
 The BHC Act and the Federal Reserve Board’s regulations prohibit a bank holding company and its subsidiaries from engaging in certain tying arrangements in connection with any extension of credit or services.  The “anti-tying” provisions prohibit a bank from extending credit, leasing, selling property or furnishing any service to a customer on the condition that the customer obtain additional credit or service from the bank, its bank holding company or any other subsidiary of its bank holding company, or on the condition that the customer not obtain other credit or services from a
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  competitor of the bank, its bank holding company or any subsidiary of its bank holding company.
 
 The Bank, as a subsidiary of UBS, is subject to certain restrictions imposed by the Federal Reserve Act, as amended, on any extensions of credit to UBS or its subsidiaries, on investments in the stock or other securities UBS or its subsidiaries, and on taking such stock or securities as collateral for loans.
 
 The Federal Reserve Act and Federal Reserve Board regulations also place certain limitations and reporting requirements on extensions of credit by a bank to principal shareholders of its parent holding company, among others, and to related interests of such principal shareholders.  In addition, that Act and those regulations may affect the terms upon which any person who becomes a principal shareholder of a holding company may obtain credit from banks with which the subsidiary bank maintains a correspondent relationship.
 
 Under Federal Reserve Board Policy, UBS is expected to serve as a source of financial strength to the Bank and to commit resources to support the Bank.  Consistent with its “source of strength” policy, the Federal Reserve Board has stated that as a matter of prudent banking, the bank holding company generally should not maintain a rate of cash dividends unless its net income available to common shareholders has been sufficient to fully fund the dividends and the perspective rate of earnings retention appears to be consistent with UBS’s capital needs, asset quality and overall financial condition.
 
 Federal Law also grants to the federal banking agencies the power to issue cease and desist orders when a bank or bank holding company, or an officer or director thereof, is engaged in or is about to engage in unsafe and unsound practices.
 
 Regulatory Restrictions on Dividends
 
 The Consent Orders with the FDIC and the Pennsylvania Department of Banking prohibit the payment of dividends without the approval of both regulatory agencies.
 
 Dividend payments by the Bank to UBS are subject to the Pennsylvania Banking Code and the FDIC Act.  Under the Banking Code, no dividends may be paid except from “accumulated net earnings” (generally undivided profits).  Under the FDIC, an insured bank may not pay dividends if the bank is in arrears and the payment of any insurance assessment due to the FDIC.  See dividend restrictions under Item 5 below.
 
 The Financial Services Act
 
 The Financial Services Act (the “FSA”), sometimes referred to as the Gramm-Leach-Bliley Act, repealed the provisions of the Glass-Steagall Act, which prohibited commercial banks and securities firms from affiliating with each other and engaging in each other’s businesses.  Thus, many of the barriers prohibiting affiliations between commercial banks and securities firms have been eliminated.
 
 The FSA authorizes the establishment of “financial holding companies” (“FHC”) to engage in new financial activities offering and banking, insurance, securities and other financial products to consumers. Bank holding companies may elect to become a FHC, if all of its subsidiary depository institutions are well capitalized and well managed. If those requirements are met, a bank holding company may file a certification to that effect with the Federal Reserve Board and declare that it elects to become a FHC.  After the certification and declaration are filed, the FHC may engage either de novo or through an acquisition in any activity that has been determined by the Federal Reserve Board to be financial in nature or incidental to such financial activity.
 
 Under the FSA, the Bank, subject to various requirements, is permitted to engage through “financial subsidiaries” in certain financial activities permissible for affiliates of an FHC.  However, to be able to engage in such activities the Bank must be well capitalized and well managed and receive at least a “satisfactory” rating in its most recent CRA examination. See “The Community Reinvestment Act” below.
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  Dodd Frank Act
 
 On July 21, 2010, the Dodd Frank Act was signed into law. The Dodd Frank Act will likely result in dramatic changes across the financial regulatory system, some of which became effective immediately and some of which will not become effective until various future dates. Implementation of the Dodd Frank Act will require many new rules to be issued by various federal regulatory agencies over the next several years. There will be a significant amount of uncertainty regarding the overall impact of this new law on the financial services industry until final rulemaking is complete. The ultimate impact of this law could have a material adverse impact on the financial services industry as a whole and on our business, results of operations, and financial condition. Provisions in the legislation that affect deposit insurance assessments, payment of interest on demand deposits, and interchange fees could increase the costs associated with deposits and place limitations on certain revenues those deposits may generate. The Dodd Frank Act also includes provisions that, among other things, either have been adopted or will be adopted:
 
  ·
Centralize responsibility for consumer financial protection by creating a new agency, the Bureau of Consumer Financial Protection, responsible for implementing, examining, and enforcing compliance with federal consumer financial laws, but depository institutions such as the bank with less than $10 billion in assets will continue to be examined and supervised by its current regulators.
  ·
Create the Financial Stability Oversight Council that will recommend to the Federal Reserve increasingly strict rules for capital, leverage, liquidity, risk management, and other requirements as companies grow in size and complexity.
  ·
Provide mortgage reform provisions regarding a customer’s ability to repay, restricting variable-rate lending by requiring that the ability to repay variable-rate loans be determined by using the maximum rate that will apply during the first five years of a variable-rate loan term, and making more loans subject to provisions for higher cost loans and new disclosures. In addition, certain compensation for mortgage brokers based on certain loan terms will be restricted.
  ·
Require financial institutions to make a reasonable and good faith determination that borrowers have the ability to repay loans for which they apply. If a financial institution fails to make such a determination, a borrower can assert this failure as a defense to foreclosure.
  ·
Require financial institutions to retain a specified percentage (5% or more) of certain non-traditional mortgage loans and other assets in the event that they seek to securitize such assets.
  ·
Change the assessment base for federal deposit insurance from the amount of insured deposits to consolidated assets less tangible capital, eliminate the ceiling on the size of the Deposit Insurance Fund (“DIF”), and increase the floor on the size of the DIF, which generally will result in a decrease in the level of assessments for institutions with assets less than $10 billion.
  ·
Make permanent the $250,000 limit for federal deposit insurance and provide unlimited federal deposit insurance until January 1, 2013 for noninterest-bearing demand transaction accounts at all insured depository institutions.
  ·
Implement corporate governance revisions, including with regard to executive compensation, say on pay votes, proxy access by shareholders, and clawback policies which apply to all public companies, not just financial institutions.
  ·
Repeal the federal prohibitions on the payment of interest on demand deposits, thereby permitting depository institutions to pay interest on business transactions and other accounts.
  ·
Amend the Electronic Funds Transfer Act (EFTA) to, among other things, give the Federal Reserve the authority to establish rules regarding interchange fees charged for electronic debit transactions by payment card issuers having assets over $10 billion and to enforce a new statutory requirement that such fees be reasonable and proportional to the actual cost of a transaction to the issuer.
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   ·
Apply the same leverage and risk based capital requirements that apply to insured depository institutions and holding companies.
  As noted above, the Dodd Frank Act requires that the federal regulatory agencies draft many new regulations which will implement the foregoing provisions as well as other provisions contained in the Dodd Frank Act, the ultimate impact of which will not be known for some time.
 
 The Sarbanes-Oxley Act of 2002 (The” SOX Act”)
 
 The Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley Act”) represents a comprehensive revision of laws affecting corporate governance, accounting obligations and corporate reporting. The Sarbanes-Oxley Act is applicable to all companies with equity or debt securities registered under the Securities Exchange Act of 1934. In accordance with the requirements of Section 404(a) of the Sarbanes-Oxley Act, management’s report on internal controls is included herein at Part 9. The Dodd-Frank Act permanently exempts non-accelerated filers from the auditor attestation requirement of the Act.
 
 UBS, in compliance with the Sarbanes-Oxley Act of 2002, has made the determination that the Audit Committee of UBS has a “financial expert” on the committee. This “financial expert” is Joseph Drennan, an independent director of the Bank, who is not associated with the daily management of UBS.  Mr. Drennan is a former bank executive and currently serves as Chief Financial Officer for a venture capital firm.  He has an understanding of financial statements and generally accepted accounting principles.
 
 The Bank has a Code of Ethics for the Chief Executive Officer and Chief Financial Officer of the Bank in compliance with the Sarbanes-Oxley Act.
 
 The Bank is subject to supervision, regulation and examination by the Pennsylvania Department of Banking and the FDIC.  In addition, the Bank is subject to a variety of local, state and federal laws that affect its operation. Those laws and regulations which have material impact on the operations and expenses of the Bank and thus UBS are summarized below.
 
 Branch Banking
 
 The Pennsylvania Banking Code of 1965, as amended, the (“Banking Code”), has been amended to harmonize Pennsylvania law with federal law to enable Pennsylvania banking institutions, such as the Bank, to participate fully in interstate banking and to remove obstacles to out of state banks engaging in banking in Pennsylvania.
 
 FDIC Membership Regulations
 
 The FDIC (i) is empowered to issue consent or civil money penalty orders against the Bank or its executive officers, directors and/or principal shareholders based on violations of law or unsafe and unsound banking practices; (ii) is authorized to remove executive officers who have participated in such violations or unsound practices; (iii) has restricted lending by the Bank to its executive officers, directors, principal shareholders or related interests thereof; (iv) has restricted management personnel of the Bank from serving as directors or in other management positions with certain depository institutions whose assets exceed a specified amount or which have an office within a specified geographic area.  Additionally, the Bank Control Act provides that no person may acquire control of the Bank unless the FDIC has been given 60-days prior written notice and within that time has not disapproved of the acquisition or extended the period for disapproval.
 
 Federal Law also grants to the federal banking agencies the power to issue consent orders when a bank or bank holding company, or an officer or director thereof, is engaged in or is about to engage in unsafe and unsound practices.
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  Regulatory Order
 
 On January 31, 2012, the Bank entered into stipulations consenting to the issuance of Consent Orders with the Federal Deposit Insurance Corporation (“FDIC”) and the Pennsylvania Department of Banking (“Department”).  The material terms of the Consent Orders are identical.  The requirements and status of items included in the Consent Orders are as follows:
 
 Requirement
StatusIncrease participation of the Bank’s board of directors in the Bank’s affairs by having the board assume full responsibility for approving the Bank’s policies and objectives and for supervising the Bank’s management;
Board participation has been improved with attendance at board and committee meetings.Have and retain qualified management, and notify the FDIC and the Department of any changes in the Bank’s board of directors or senior executive officers;
A management assessment was completed in June 2012 in conjunction with the required management review and written management plan with benchmarks for recommended enhancements.Retain a bank consultant acceptable to the FDIC and the Department to develop a written analysis and assessment of the Bank’s management needs and thereafter formulate a written management plan;
An engagement letter from a qualified consultant was received and approved by the Bank’s regulators.  Upon acceptance, the review commenced in May 2012 and was completed in June 2012.  A written management plan was submitted based on the results of the review.Formulate and implement written profit and budget plans for each year during which the orders are in effect;
A three year profit and budget plan was prepared and submitted to regulators for review together with a revised Strategic Plan in May 2012.Develop and implement a strategic plan for each year during which the orders are in effect, to be revised annually;
A comprehensive strategic plan was prepared and submitted to regulators for review in May 2012.Develop a written capital plan detailing the manner in which the Bank will meet and maintain a ratio of Tier 1 capital to total assets (“leverage ratio”) of at least 8.5% and a ratio of qualifying total capital to risk-weighted assets (total risk-based capital ratio) of at least 12.5%, within a reasonable but unspecified time period;
A capital plan with quarterly benchmarks was prepared and submitted to regulators for review together with the Bank’s Strategic Plan in May 2012 and was updated in 2013.Formulate a written plan to reduce the Bank’s risk positions in each asset or loan in excess of $100,000 classified as “Doubtful” or “Substandard” at its regulatory examination;
A classified asset reduction plan with quarterly benchmarks measured against capital was prepared and submitted in May 2012.Eliminate all assets classified as “Loss” at its current regulatory examination;
All assets classified as “Loss” have been eliminated.Revise the Bank’s loan policy to establish and monitor procedures for adherence to the loan policy and to eliminate credit administration and underwriting deficiencies identified at its current regulatory examination;
The Bank’s loan policy has been revised to include enhanced monitoring procedures and submitted to regulators for review in April 2012.Develop a comprehensive policy and methodology for determining the allowance for loan and lease losses;
The ALLL policy and methodology for determining the allowance for loan losses were submitted to regulators for review in April 2012.Develop an interest rate risk policy and procedures to identify, measure, monitor and control the nature and amount of interest rate risk the Bank takes;
The Bank’s interest rate risk policy and procedures were submitted to regulators for review in April 2012.   12
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  Requirement
StatusRefrain from accepting any brokered deposits;
The Bank did not accept brokered deposits.Refrain from paying cash dividends without prior approval of the FDIC and the Department;
The Bank did not pay cash dividends.Establish an oversight committee of the board of directors of the Bank with the responsibility to ensure the Bank’s compliance with the orders, and
An oversight committee consisting of three outside directors and one inside director was established and meets periodically to ensure compliance with the orders.Prepare and submit quarterly reports to the FDIC and the Department detailing the actions taken to secure compliance with the orders.
Quarterly reports have been prepared and submitted as required.
 
 The Orders will remain in effect until modified or terminated by the FDIC and the Department and do not restrict the Bank from transacting its normal banking business.  The Bank will continue to serve its customers in all areas including making loans, establishing lines of credit, accepting deposits and processing banking transactions.  Customer deposits remain fully insured to the highest limits set by the FDIC.  The FDIC and the Department did not impose or recommend any monetary penalties in connection with the Consent Orders.
 
 At December 31, 2012 and 2011, the Bank’s tier one leverage capital ratio was 6.00% and 6.27%, respectively, and its total risk based capital ratio was 11.16% and 12.41%, respectively.  The tier one leverage ratio declined as a result of the Bank’s net loss. In 2013, management developed and submitted a Capital Plan that focuses on curtailing losses to stop the erosion of capital and increasing capital from potential external equity investments.
 
 Management believes that the Bank has and will continue to endeavor to comply with the terms and conditions of the Orders and will continue to operate as a going concern and an independent financial institution for the foreseeable future.
 
 Federal Deposit Insurance Assessments
 
 The Federal Deposit Insurance Corporation Act (the “FDIC Act”) includes several provisions that have a direct material impact on the Bank.  The most significant of these provisions are discussed below.
 
 The Bank is insured by the FDIC, which insures the Bank’s deposits up to applicable limits per insured depositor. For this protection, each insured bank pays a quarterly statutory insurance assessment and is subject to certain rules and regulations of the FDIC. The amount of FDIC assessments paid by individual insured depository institutions, such as the Bank, is based on their relative risk as measured by regulatory capital ratios and certain other factors. Under this system, in establishing the insurance premium assessment for each bank, the FDIC will take into consideration the probability that the deposit insurance fund will incur a loss with respect to an institution, and will charge an institution with perceived higher inherent risks a higher insurance premium.  The FDIC will also consider the different categories and concentrations of assets and liabilities of the institution, the revenue needs of the deposit insurance fund, and any other factors the FDIC deems relevant.  Increases in the assessment rate and additional special assessments with respect to insured deposits could have an adverse impact on the results of operations and capital levels of the Bank and/or UBS.
 
 In accordance with the Economic Stabilization Act, the deposit insurance per account owner was increased from $100,000 to $250,000 through December 31, 2013. The newly enacted Dodd Frank Act made this change in deposit insurance permanent and, as a result, each account owner’s deposits will be insured up to $250,000 by the FDIC.   In addition, the Dodd Frank Act provides for unlimited deposit insurance coverage on non-interest bearing transaction accounts, including Interest on Lawyer Trust Accounts but excluding interest-bearing NOW accounts, without an additional fee at insured institutions through December 31, 2012. The expiration of this expanded coverage did not have any significant impact on the Bank’s liquidity.
 
 Under the FDIC’s risk-based assessment system, insured institutions are required to pay deposit insurance premiums based on the risk that each institution poses. An institution’s risk is measured by its regulatory capital levels, supervisory evaluations, and certain other factors. An institution’s assessment rate depends upon the risk category to which it is assigned.  Pursuant to the Dodd Frank Act, the FDIC will calculate an institution’s assessment level based on its total
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  average consolidated assets during the assessment period less average tangible equity (i.e. Tier 1 capital) as opposed to an institution’s deposit level which was the previous basis for calculating insurance assessments. Pursuant to the Dodd Frank Act, institutions will be placed into one of four risk categories for purposes of determining the institution’s actual assessment rate. The FDIC will determine the risk category based on the institution’s capital position (well capitalized, adequately capitalized, or undercapitalized) and supervisory condition (based on exam reports and related information provided by the institution’s primary federal regulator).
 
 In 2009,  the FDIC adopted a rule requiring each insured institution to prepay on December 30, 2009 the estimated amount of its quarterly assessments for the fourth quarter of 2009 and all quarters through the end of 2012 (in addition to the regular quarterly assessment for the third quarter which was due on December 30, 2009). The prepaid amount is recorded as an asset with a zero risk weight and the institution will continue to record quarterly expenses for FDIC deposit insurance. Collection of the prepayment amount does not preclude the FDIC from changing assessment rates or revising the risk-based assessment system in the future. If events cause actual assessments during the prepayment period to vary from the prepaid amount, institutions will pay excess assessments or receive a rebate of prepaid amounts not fully utilized after the collection of assessments due in June 2013. The amount of the Bank’s prepayment was $502,011.  The Bank amortized and expensed $32,923 for the quarter ending December 31, 2009, and $135,784, $162,588, and $109,086 ,  for the years ending December 31, 2010, 2011, and 2012, respectively. The prepaid assessment remaining at December 31, 2012 is $61,630.
 
 In connection with the Dodd Frank Act’s requirement that insurance assessments be based on assets, the FDIC issued the final rule that provides that assessments be based on an institution’s average consolidated assets (less average tangible equity) as opposed to its deposit level. The new assessment schedule, effective as of April 1, 2011, results in the collection of assessment revenue that is approximately revenue neutral compared to the prior method of calculating assessments. Pursuant to this new rule, the assessment base is larger than the prior assessment base, but the new rates are lower than prior rates, ranging from approximately 2.5 basis points to 45 basis points (depending on applicable adjustments for unsecured debt and brokered deposits) until such time as the FDIC’s reserve ratio equals 1.15%. Once the FDIC’s reserve ratio equals or exceeds 1.15%, the applicable assessment rates may range from 1.5 basis points to 40 basis points.  There was no significant impact on the Company’s assessment as a result of this change in assessment base.
 
 The FDIC insurance premiums are “risk based.”  Accordingly, higher premiums would be charged to banks that have lower capital ratios or higher risk profiles.  As a result, a decrease in the bank’s capital ratios, or a negative evaluation by the FDIC, the Bank’s primary federal banking regulator, may increase the Bank’s net funding cost and reduce its net income.  The impact of the recent Consent Orders on the insurance premiums is projected to be approximately $60,000 annually, assuming deposit levels remain stable..
 
 The FDIC may terminate the deposit insurance of any insured depository institution, including the Bank, if it determines after a hearing that the institution has engaged or is engaging in unsafe or unsound practices, is in an unsafe or unsound condition to continue operations, or has violated any applicable law, rule, regulation, order, or condition imposed by the FDIC. If insurance of accounts is terminated, the accounts at the institution at the time of the termination, less subsequent withdrawals, will continue to be insured for a period of six months to two years, as determined by the FDIC. There are no pending proceedings to terminate the FDIC deposit insurance of the Bank, and the management of the Bank does not know of any practice, condition, or violation that might lead to termination of deposit insurance.
 
 The Community Reinvestment Act
 
 The Bank is required, by the Community Reinvestment Act (“CRA”) and its implementing regulations, to meet the credit needs of the community, including the low and moderate-income neighborhoods, which it serves. The Bank’s CRA record is taken into account by the regulatory authorities in their evaluation of any application made by the Bank for, among other things, approval of a branch or other deposit facility, branch office relocation, a merger or an acquisition.  The CRA also requires the federal banking agencies to make public disclosure of their evaluation of a bank’s record of meeting the credit needs of its entire community, including low and moderate-income neighborhoods. After its most recent CRA examination the Bank was given an “outstanding” CRA rating.
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  The Bank Secrecy Act
 
 Under the Bank Secrecy Act (“BSA”), the Bank and other financial institutions are required to report to the Internal Revenue Service currency transactions, of more than $10,000 or multiple transactions of which the Bank has knowledge exceed $10,000 in the aggregate.  The BSA also requires the Bank to file suspicious activity reports for transactions that involve more than $5,000 and which the Bank knows, suspects or has reason to suspect, involves illegal fund is designed to evade the requirements of the BSA or has no lawful purpose.
 
 Civil and criminal penalties are provided under the BSA for failure to file a required report, for failure to supply information required by the BSA or for filing a false or fraudulent report.
 
 Privacy of Consumer Financial Information
 
 The FSA also contains provisions designed to protect the privacy of each consumer’s financial information held in a financial institution. The regulations (the “Regulations”) issued pursuant to the FSA are designed to prevent financial institutions, such as the Bank, from disclosing a consumer’s nonpublic personal information to third parties. However, financial institutions can share a consumer customer’s personal information or information about business with affiliated companies.
 
 The FSA Regulations permit financial institutions to disclose nonpublic personal information to nonaffiliated third parties for marketing purposes but financial institutions must provide a description of their privacy policies to the consumers and give consumers an opportunity to opt-out of such disclosure and prevent disclosure by the financial institution of the consumer’s nonpublic personal information to nonaffiliated third parties. These privacy Regulations will affect how consumer information is transmitted through diversified financial companies and conveyed to outside vendors.
 
 The Patriot Act
 
 The Patriot Act of 2001 which was enacted in the wake of the September 11, 2001 attacks, include provisions designed to combat international money laundering and advance the U.S. government’s war against terrorism. The Patriot Act, and the regulations, which implement it, contains many obligations, which must be satisfied by financial institutions, such as the Bank, which include appropriate policies and procedures and controls to detect, prevent, and report money laundering and terrorist financing and to verify the identity of their customers all of which involve additional expenses for the Bank.  Failure to comply with the Patriot Act could have serious legal and reputational consequences for a financial institution.
 
 ITEM 1A — RISK FACTORS
 
 Below is a list of the significant risks that concern UBS, the Bank and the banking industry.  The list should not be considered an all inclusive list and has not been prepared in any certain order.
 
 Failure to Comply with the FDIC and Pennsylvania Department of Banking Consent Orders
 
 The Bank has entered into Consent Orders with the FDIC and the Department which, among other provisions, require the Bank to increase its tier one leverage capital ratio to 8.5% and its total risk based capital ratio to 12.5%.  As of December 31, 2012, the Bank’s tier one leverage capital ratio was 6.00% and its total risk based capital ratio was 11.16%.  See the Regulatory Orders section.  The Bank’s failure to comply with the terms of the Consent Orders could result in additional regulatory supervision and/or actions.  The ability of the Bank to continue as a going concern is dependent on many factors, including achieving required capital levels, earnings and fully complying with the Consent Orders.  The Consent Orders raise substantial doubt about the Bank’s ability to continue as a going concern.
 
 Changes in the economy, especially in the Philadelphia region, could have an adverse affect on the Company
  The economic turmoil has led to elevated levels of commercial and consumer loan delinquencies.  The business and earnings of the Bank and UBS are directly affected by general conditions in the U.S. and in particular, economic conditions in the Philadelphia region.  These conditions include legislative and regulatory changes, inflation, and changes in government and monetary and fiscal policies, increases in unemployment rates, and declines in real estate values, all of which are beyond the Bank’s control.  Continued weakness in the economy could result in a decrease in products and service demand, decrease in deposits and deterioration of customer credit quality, an increase in loan delinquencies, non-accrual loans and increases in
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  problem assets.  Real estate pledged as collateral for loans made by the Bank may decline in value, reducing the value of assets and collateral associated with the Bank’s existing loans.  Because of the Bank’s concentration in the Philadelphia region, it is less able to respond or diversify credit risk among multiple markets.  These factors could result in an increase in the provision for loan losses, thus reducing net income.
 
 Future loan losses may exceed the Bank’s allowance for loan losses
  The Bank and UBS are subject to credit risk, which is the risk of losing principal or interest due to borrowers’ failure to repay loans in accordance with their terms.  The downturn in the economy and the real estate market in the Bank’s market area could have a negative effect on collateral values and borrowers’ ability to repay. This downturn in economic conditions could result in losses to UBS in excess of loan loss allowances. To the extent loans are not paid timely by borrowers, the loans are placed on non-accrual status, thereby reducing interest income. To the extent loan charge-offs exceed the Bank’s projections, increased amounts allocated to the provision for loan losses would reduce income.
  Exposure to Credit Risk on Commercial Lending can Adversely Affect Earnings and Financial Condition
 
 The Bank’s loan portfolio contains a significant number of commercial real estate and commercial and industrial loans.  These loans may be viewed as having a higher credit risk than residential real estate or consumer loans because they usually involve larger loan balances to a single borrower and are more susceptible to a risk of a default during an economic down turn.  A deterioration of these loans may cause a significant increase in non-performing loans.  An increase in non-performing loans could cause an increase in loan charge offs and a corresponding increase in the provision for loan losses which could adversely impact the Bank’s earning and financial condition.
 
 Our operations are subject to interest rate risk and variations in interest rates may negatively affect financial performance
 
 In addition to other factors, our earnings and cash flows are dependent upon our net interest income. Net interest income is the difference between interest income earned on interest-earning assets, such as loans and investment securities, and interest expense paid on interest-bearing liabilities, such as deposits and borrowed funds. Changes in the general level of interest rates may have an adverse effect on our business, financial condition, and results of operations. Interest rates are highly sensitive to many factors that are beyond our control, including general economic conditions and policies of various governmental and regulatory agencies and, in particular, the Federal Reserve Board. Changes in monetary policy, including changes in interest rates, influence the amount of interest income that we receive on loans and investment securities and the amount of interest that we pay on deposits and borrowed funds. Changes in monetary policy and interest rates also can adversely affect:
  ·
our ability to originate loans and obtain deposits;
  ·
the fair value of our financial assets and liabilities; and
  ·
the average duration of our investment securities portfolio.
  If the interest rates paid on deposits and other borrowed funds increase at a faster rate than the interest rates received on loans and other investments, our net interest income, and therefore earnings, could be adversely affected. Earnings could also be adversely affected if the interest rates received on loans and other investments fall more quickly than the interest rates paid on deposits and other borrowed funds.
 
 The Dodd-Frank Wall Street Reform and Consumer Protection Act may adversely impact our business
 
 On July 21, 2010, President Obama signed into law the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) which provides for a broad range of financial reform and will result in a number of new regulations which could significantly impact regulatory compliance costs and the operations of community banks and bank holding companies.  The Dodd-Frank Act, among other things, broadens the base for FDIC insurance assessments which may increase our FDIC insurance premiums; repeals the prohibition on a bank’s payment of interest on demand deposit accounts of commercial clients beginning one year after the date of enactment; and contains provisions affecting corporate governance and executive compensation for publicly traded companies.  The Dodd-Frank Act also creates a new Bureau of Consumer Financial Protection with broad authority to develop and implement rules regarding most consumer financial products.  Although many of the details of the Dodd-Frank Act and the full impact it will have on our business will not be
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  known for many months or years in part because many of the provisions require the adoption of implementing rules and regulations, we expect compliance with the new law and its rules and regulations to result in additional costs, including increased compliance costs.  These changes may also require us to invest significant management attention and resources to make any necessary changes to our operations in order to comply.  These changes may adversely affect our business, financial condition and results of operations.
  Government regulation can result in limitations on operations
  The Bank operates in a highly regulated environment and is subject to supervision and regulation by a number of governmental regulatory agencies.  Regulations adopted by these agencies are generally intended to provide protection for depositors and customers rather than for the benefit of the shareholders. These regulations establish permissible activities for the Bank to engage in, require maintenance of adequate capital levels, and regulate other aspects of operations.  The laws and regulations applicable to the banking industry could change at any time, and we cannot predict the effect of these changes on the Bank’s business and profitability.  The current economic crisis creates the potential for increased regulation, new federal or state laws and regulations regarding lending and funding practices and liquidity standards that could negatively impact the Bank’s operations by restricting the Bank’s business operations, increase the cost of compliance and adversely affect profitability.  Losses from operations may result in deterioration of the Bank’s capital levels below required levels and could result in severe regulatory action.
  The financial services industry is very competitive
  The Bank faces competition in attracting and retaining deposits, making loans, and providing other financial services throughout the Bank’s market area. The Bank’s competitors include other community banks, larger banking institutions, trust companies and a wide range of other financial institutions such as credit unions, government-sponsored enterprises, mutual fund companies, insurance companies and other non-bank businesses.  Many of these competitors have substantially greater resources, including access to capital markets, than the Bank and are able to expend greater funds for advertising and marketing.  If the Bank is unable to compete effectively, the Bank will lose market share and income from deposits, loans, and other products may be reduced.
  Higher FDIC assessments could negatively impact profitability
 
 The FDIC insurance premiums are “risk based.”  Accordingly, higher premiums would be charged to banks that have lower capital ratios or higher risk profiles.  As a result, a decrease in the Bank’s capital ratios, or a negative evaluation by the FDIC, the Bank’s primary federal banking regulator, may increase the Bank’s net funding cost and reduce its earnings.
  Inadequate liquidity
  The Bank may not be able to meet the cash flow requirements of its 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.  While the Bank actively manages its liquidity position and is required to maintain minimum levels of liquid assets, rapid loan growth or unexpected deposit attrition may negatively impact the Bank’s ability to meet its liquidity requirements. The inability to increase deposits to fund asset growth represents a potential liquidity risk. The Bank may need to reduce earning asset growth through the reduction of current production, sale of assets and/or the participating out of future and current loans.  This might reduce future earnings of the Bank.
 
 Lack of Deposit Growth Could Increase the Bank’s Cost of Funds
 
 A decline in the aggregate balance of deposits or the failure of deposits to grow at a rate comparable to loan growth could require the Bank to obtain other sources of loan funds at higher costs, thus reducing the Bank’s net interest income.
  Ability to attract and retain management and key personnel may affect future growth and earnings
  The success of UBS and the Bank will be influenced by its ability to attract and retain management experienced in banking and financial services and familiar with the communities in the Bank’s market areas.  The Bank’s ability to retain executive officers, management team, and support staff is important to the successful implementation of the Bank’s strategic plan.  It is critical, as the Bank grows, to be able to attract and retain qualified staff with the appropriate level of experience and knowledge in community banking.  The unexpected loss of services of key personnel, or the inability to recruit and retain qualified personnel in the future could have an adverse effect on the Bank’s business, financial condition, and results of operations.
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  The ability to maintain adequate levels of capital to meet regulatory minimums and support growth
 
 The Bank and UBS may not be able to maintain the requisite minimum regulatory capital levels to support asset growth.  While management may seek additional capital through available government programs, unforeseen economic events may negatively impact the Bank’s and UBS’ profitability and result in erosion of capital. This might restrict growth and reduce future earnings of the Company.
 
 The soundness of other financial services institutions may adversely affect USB and the Bank.
 
 Routine funding transactions may be adversely affected by the actions and soundness of other financial institutions.  Financial service institutions are interrelated as a result of trading, clearing, lending, borrowing or other relationships.  As a result, a rumor, default or failures within the financial services industry could lead to market wide liquidity problems which, in turn, could materially impact the financial condition of USB and the Bank.
 
 Our information systems may experience an interruption or breach in security that could impact our operational capabilities.
 
 We rely heavily on communications and information systems to conduct our business. Any failure, interruption, or breach in security of these systems could result in failures or disruptions in our client relationship management, general ledger, deposit, loan, and other systems. While we have policies and procedures designed to prevent or limit the effect of the failure, interruption, or security breach of our information systems, there can be no assurance that any such failures, interruptions, or security breaches will not occur or, if they do occur, that they will be adequately addressed. The occurrences of any failures, interruptions, or security breaches of our information systems could damage our reputation, result in a loss of client business, subject us to additional regulatory scrutiny, or expose us to civil litigation and possible financial liability, any of which could have a material adverse effect on our financial condition and results of operations.
 
 The ability to maintain effective internal control over financial reporting
 
 Management determined that the Company’s internal control over financial reporting was not effective at December 31, 2012 as described in Item 9A.  A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.  The Company’s remediation efforts with respect to the material weakness at December 31, 2012 are underway and are expected to be completed in the near future, however, the Company’s material weakness will not be considered remediated until new internal controls are operational for a period of time and are tested, and management concludes that these controls are operating effectively.  Additionally, although the Company has taken steps to make the necessary improvements to remediate the deficiencies it has identified, we cannot be certain that other deficiencies will not be identified or that our remediation efforts will ensure that our management designs, implements and maintains adequate controls over our financial processes and reporting in the future. Any additional deficiencies or material weaknesses that may be identified in the future could, among other things, have a material adverse effect on our business, results of operations and financial condition, as well as impair our ability to meet our quarterly, annual and other reporting requirements under the 1934 Act in a timely manner, and require us to incur additional costs and to divert management resources.  Additionally, any further ineffective internal controls over financial reporting could result in restatements in the future and further increased regulatory scrutiny as well as cause investors to lose confidence in our reported financial information, which could have a negative effect on our ability to raise capital.
  Additional risk factors also include the following all of which may reduce revenues and/or increase expenses and/or pull the Bank’s management attention away from core banking operations which may ultimately reduce the Bank’s earnings
  
New developments in the banking industry
 
Variations in quarterly or annual operating results
 
Revision of or the issuance of additional regulatory actions affecting UBS or the Bank
 
Litigation involving UBS or the Bank
 
Changes in accounting policies or procedures
 
 Investments in UBS common shares involve risk.  There is no trading market for UBS’ common shares.
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 ITEM B — UNRESOLVED STAFF COMMENTS
 
 There were no unresolved staff comments.
 
 ITEM 2 — PROPERTIES
 
 All of the Bank’s properties are in good operating condition and are adequate for the Bank’s present needs.
 
 Corporate Headquarters
 
 United Bank of Philadelphia’s corporate office is located in The Graham Building, 30 S. 15th Street, Suite 1200, Center City Philadelphia.   In February 2005, the Bank began a 10-year lease for its new Center City headquarters location.  The Graham building is located in the heart of the Philadelphia business district, directly across from City Hall. The Bank occupies approximately 10,000 square feet on the 12th Floor that provides adequate and suitable space for executive offices, operations, finance, human resource, and security and loss prevention functions.  The average monthly lease rate over the term of the lease is $15,170.
 
 In August 2005, the Bank assumed the remaining term from another financial institution of a lease for retail space on the ground level of the Graham Building that expired in 2009.  At expiration of the sublease, the Bank amended its corporate office lease to include this retail space for which the term is co-terminous.  The Bank’s average aggregate gross monthly rental is $8,000.
 
 In 2013, in conjunction with the sale and closure of its 38th and Lancaster Street branch and the approval to open a retail branch in the Graham building retail space for which the Bank was already obligated, management is in the process of renegotiating and extending the terms of both leases to 2023.  The decision to extend these leases came after a long and extensive evaluation of the cost/benefit of the Bank’s corporate office location in Philadelphia’s central business district close to City government and management believes that a corporate and retail presence in Center City Philadelphia is consistent with the Bank’s shift in strategic direction to focus on business banking.  Execution strategies, including corporate collaborations, will be developed to better capitalize on the small business marketplace.
 
 Mt. Airy Branch
 
 The Bank operates a branch at 1620 Wadsworth Avenue, in the Mt. Airy section of Philadelphia. This facility is located in a densely populated residential neighborhood and in close proximity to small businesses/retail stores.   This facility includes a retail banking lobby, teller area, offices, and vault and storage space.  In December 2008, the Bank began a new 10-year lease term for which the average monthly rent is $5,285.
 
 West Philadelphia Branch
 
 On December 28, 2012, the Bank sold the branch location at 3750 Lancaster Avenue.  Branch operations ceased at this location on April 12, 2013 and resumed on April 15, 2013 at the new Graham Building retail space.  The Bank will continue to operate an ATM at the Lancaster Avenue location for which it has entered into a one year operating agreement for a monthly fee of $1,500.
 
 Progress Plaza Branch
 
 The Bank leases a branch facility located at 1015 North Broad Street, Philadelphia, Pennsylvania.  The Progress Plaza branch is a very active branch with the largest number of customers seeking service on a daily basis.   This area of North Philadelphia is an important area for the Bank and its mission. The facility is comprised of teller and customer service areas, lobby and vault.  Extensive improvements to the shopping plaza were completed in 2010.   In April 2008, the Bank’s branch was relocated within the shopping plaza to a newly constructed space at which time it began a 10-year lease for which the average aggregate gross monthly rent is $5,996.
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 ITEM 3 — LEGAL PROCEEDINGS
 
 The Bank is a defendant in certain claims and legal actions arising in the ordinary course of business.  In the opinion of management, after consultation with legal counsel, the ultimate disposition of these matters is not expected to have a material adverse effect on the consolidated financial condition of the Company.
 .
 ITEM 4 – MINE SAFETY DISCLOSURES
 
 Not applicable.
 
 PART II
 
 ITEM 5 — MARKET FOR THE REGISTRANT’S COMMON EQUITY,
 RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
 
 Common Stock
 
 UBS’ Common Stock is not traded on any national exchange or otherwise traded in any recognizable market. There is no established public trading market for UBS’ common stock.  Prior to December 31, 1993, the Bank conducted a limited offering (the “Offering”) pursuant to a registration exemption provided in Section 3(a) (2) of the Securities Exchange Act of 1933.  The price-per-share during the Offering was $12.00.  Prior to the Offering, the Bank conducted an initial offering of the Common Stock (the “Initial Offering”) at $10.00 per share pursuant to the same registration exemption.
 
 There were no capital stock transactions during 2012 and 2011.
 
 As of March 4, 2013 there were 3,143 shareholders of record of UBS’ voting Common Stock and two shareholders of record of UBS’ Class B Non-voting Common Stock.
 
 Dividend Restrictions
 
 The Consent Orders with the FDIC and the Pennsylvania Department of Banking prohibit the payment of dividends without the approval of both regulatory agencies.  UBS has never declared or paid any cash or stock dividends.  The Pennsylvania Banking Code of 1965, as amended, provides that cash dividends may be declared and paid only from accumulated net earnings and that, prior to the declaration of any dividend, if the surplus of a bank is less than the amount of its capital, the bank shall, until surplus is equal to such amount, transfer to surplus an amount which is at least ten percent of the net earnings of the bank for the period since the end of the last fiscal year or any shorter period since the declaration of a dividend.  If the surplus of the Bank is less than 50% of the amount of its capital, no dividend may be declared or paid by the Bank without the prior approval of the Pennsylvania Department of Banking.
 
 Under the Federal Reserve Act, if a bank has sustained losses equal to or exceeding its undivided profits then on hand, no dividend shall be paid, and no dividends can ever be paid in an amount greater than such bank’s net profits less losses and bad debts.  Cash dividends must be approved by the 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 Bank’s net profits for that year plus its retained net profits from the preceding two years less any required transfers to surplus or to a fund for the retirement of preferred stock.  Under the Federal Reserve Act, the Federal Reserve Board has the power to prohibit the payment of cash dividends by a bank if it determines that such a payment would be an unsafe or unsound banking practice.  As a result of these laws and regulations, the Bank, and therefore UBS, whose only source of income is dividends from the Bank, will be unable to pay any dividends while an accumulated deficit exists.  UBS does not anticipate that dividends will be paid for the foreseeable future.
 
 Securities Authorized for Issuance Under Equity Compensation Plans
 
 There were no equity compensation instruments outstanding at December 31, 2012.
  20
 Table of Contents
  
 The information below has been derived from UBS’ consolidated financial statements.
 
 ITEM 6 — SELECTED FINANCIAL DATA
 
 
 Selected Financial Data
 Year ended(Dollars in thousands, except per share data)
2012
2011
2010
2009
2008
2007Net interest income
$2,946
$3,068
$3,094
$3,124
$3,291
$3,600Provision for loan losses
453
170
747
235
368
120Noninterest income
1,525
1,071
1,465
1,313
1,209
1,320Noninterest expense
5,034
5,000
5,040
4,747
4,785
4,753Net (loss) income
(1,016)
(1,031)
(1,228)
(545)
(653)
47Net (loss) income per share – basic
(0.95)
(0.97)
(1.15)
(0.51)
(0.61)
0.04Net (loss) income per share – fully diluted
(0.95)
(0.97)
(1.15)
(0.51)
(0.61)
0.04Balance sheet totals:Total assets
$65,616
$77,017
$73,966
$68,318
$69,435
$75,232Net loans
40,298
40,635
44,686
46,860
48,077
44,594Investment securities
12,922
18,490
16,477
11,834
12,562
13,921Deposits
60,977
71,300
67,211
60,307
60,904
66,084Shareholders’ equity
4,240
5,261
6,297
7,531
8,050
8,685Ratios:Tier 1 Leverage ratio
6.00%
6.29%
7.63%
10.08%
10.41%
10.41%Tangible common equity ratio
2.52%
3.48%
5.02%
7.25%
7.87%
8.06%Equity to assets ratio
7.37%
8.05%
8.51%
11.02%
11.59%
11.54%Return on assets
(1.44)%
(1.32)%
(1.68)%
(0.79)%
(0.87)%
0.06%Return on equity
(19.53)%
(18.92)%
(17.49)%
(7.66)%
(8.21)%
0.62%
 
 
 
 ITEM 7 — MANAGEMENT’S DISCUSSION AND ANALYSIS
 OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
 Because UBS is a bank holding company for the Bank, the financial statements in this report are prepared on a consolidated basis to include the accounts of UBS 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.  This discussion and analysis should be read in conjunction with the financial statements presented elsewhere in this report.
 
 
 Critical Accounting Policies
 Allowance for Loan Losses
 
 The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses.  Loans that are determined to be uncollectible are charged against the allowance, and subsequent recoveries, if any, are credited to the allowance.  When evaluating the adequacy of the allowance, an assessment of the loan portfolio will typically include changes in the composition and volume of the loan portfolio, overall portfolio quality and past loss experience, review of specific problem loans, current economic conditions which may affect borrowers’ ability to repay, and other factors which may warrant current recognition.  Such periodic assessments may, in management’s judgment, require the Bank to recognize additions or reductions to the allowance.
 
 Various regulatory agencies periodically review the adequacy of the Bank’s allowance for loan losses as an integral part of their examination process.  Such agencies may require the Bank to recognize additions or reductions to the allowance based on their evaluation of information available to them at the time of their examination.  It is reasonably possible that the above factors may change significantly and, therefore, affect management’s determination of the allowance for loan losses in the near term.
  21
 Table of Contents
  A loan is considered impaired when, based on current information and events, it is probable that the Bank will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement.  Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due.  Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired.  Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed.
 
 Impairment is measured on a loan by loan basis for commercial loans by either the present value of expected future cash flows discounted at the loans effective interest rate, the loan’s obtainable market price, or the fair value of the collateral if the loan is collateral dependent.  Large groups of smaller balance homogeneous loans are collectively evaluated for impairment.  Accordingly, the Bank does not separately identify individual consumer and residential loans for impairment disclosures. (Refer to Note 1 and Note 4 of the notes to financial statements.)
 
 Executive Brief
 
 United Bank of Philadelphia is the only African American-owned and controlled community development financial institution headquartered in Philadelphia. Management continues to seek to maximize the Bank’s “community bank” competitive advantage by leveraging its strategic partnerships and relationships to increase market penetration and to help ensure that the communities it serves have full access to financial products and services.
 
 Although the there has been modest improvement in the economy, the lagging effect of the recession and the depth of the damage created in the financial services sector is still being felt.  Loan origination volume remains slow and asset quality challenges continue to negatively impact the Bank’s financial condition.   Management is committed to improving the operating performance by implementing more effective strategies to achieve and sustain profitability, augment capital, and manage loan and other real estate portfolios. The following actions are crucial to enhancing the Bank’s future financial performance:
  Increase Capital.  The critical importance of establishing and maintaining capital levels to support the Bank’s risk profile and growth is understood. In 2012, capital declined as a result of continued operating losses.  Going forward, a concentrated effort will be made to stabilize and strengthen the Bank’s capital.  The Bank’s capital plan includes the following:
 
 1.
Core Profitability from Bank operations—Core profitability is essential to stop the erosion of capital.  Refer to the Earnings Enhancement discussion below.
 2.
External equity investments—Potential investors will be sought in 2013 to generate a minimum investment of $1 million.
  The Bank is a CDFI and may have the ability to utilize programs of the U.S. Treasury’s CDFI Fund to supplement capital.  The Bank Enterprise Award (BEA) Program and Technical Assistance (TA) Program were created to support FDIC-insured financial institutions, like the Bank, around the country that are dedicated to financing and supporting community and economic development activities. These programs complement the community development activities of insured depository institutions (i.e., banks and thrifts) by providing financial incentives to expand investments in CDFIs and to increase lending, investment, and service activities within economically distressed communities. In 2012, the Bank applied for a BEA grant based on lending activity but did not qualify.  When possible, management will continue to seek funding from available CDFI programs to supplement capital and support technical assistance and growth,
  Manage asset quality to minimize credit losses and reduce collection costs. While some progress has been made in the Bank’s collection, underwriting, and customer relationship management practices, additional efforts are necessary to ensure improvement in asset quality trends. Management will continue to proactively identify and manage emerging problem credits to minimize additions to its classified assets through its Asset Quality Committee discussions.
 
 In conjunction with its regulatory orders, management has developed a Classified Asset Reduction Plan that is being utilized in an attempt to reduce the level of non-performing loans and non-performing assets. Forbearance, foreclosure and/or other appropriate collection methods will be used as necessary.  These activities will likely result in additional expenses, including loan collection and other real estate related costs that will continue to affect reported earnings as the Bank diligently works to reduce the outstanding investment in these assets.  In addition, while collection activity is currently being handled by credit administration staff, a senior lending officer will be hired to provide additional expertise and leadership to curtail further deterioration in asset quality.
  22
 Table of Contents
  
 Earnings enhancement plan. Management recognizes the challenges it continues to face in achieving profitability. In 2013, management will expand its business banking focus to include strategies to increase the Bank’s commercial lending activity.  Focused and aggressive business development efforts targeting small businesses will be employed in effort to increase commercial and industrial lending activity (i.e. working capital, receivables, etc.) for which credit enhancements through the SBA or other loan guaranty programs may be available to mitigate credit risk.  Specifically, the Bank will seek to originate SBA loans for which the guaranteed portion will be sold in the secondary market for a gain.
 
 While increased interest income on loans and gains on the sale of loans will the primary drivers of earnings enhancement, noninterest income related to business banking products and services will be targeted to supplement earnings as well.  A new business banking bundle will be created to include some of the following fee-for-service products:
 
 ·
Merchant services (credit card processing)
 ·
Insurance commission (health and possibly property and casualty insurance sales)
 ·
Small business secured credit cards
 
 The Bank’s noninterest expense continues to be elevated as a result of occupancy expense related to its three branch structure. Also, unlike other similar-sized community banks, the Bank incurs a higher level of professional service fees (audit and legal) because of its SEC filing requirements as a result of having in excess of 1,200 shareholders. While there has been some improvement in noninterest expense, management will seek further savings and efficiencies, where possible, including the following:
 
 1.
Review and re-negotiation of significant contracts (i.e. data processing, credit card, EFT services, etc.)
 2.
Sale and/or other disposition of Other Real Estate properties to reduce carrying costs
 3.
Review and revision of the Bank’s customer service fees to maximize income.
 
 The amortization of the Bank’s core deposit intangible related to a premium paid for a branch acquisition will be complete in September 2013.  The completion of this amortization will reduce the Bank’s noninterest expense by $180,000 annually beginning in 2014.
 
 Another challenge to increased earnings continues to be margin compression. Margin compression has been created by the lack of significant loan growth as well as the continued low interest rate environment that has resulted in lower yields on loans, federal funds sold and investment securities. There is also rate competition from money center banks for creditworthy small business loan customers. While management actively manages the rates paid on deposit products to “average” market rates in attempt to mitigate the effect of the reduction in yield on earning assets, deposit rates have generally “bottomed out”. Management will continue to focus on growing the Bank’s loan portfolio and reducing the level of nonaccrual loans to increase net interest income.
   23
 Table of Contents
  Results of Operations
 
 In 2012, the Company recorded a net loss of approximately $1,016,000 ($0.95 per share) compared to a net loss of approximately $1,031,000($0.97 per share) in 2011.  A detailed explanation for each component of earnings is included in the sections below.
 
 Table 1—Average Balances, Rates, and Interest Income and Expense Summary
 
 2012
2011
2010Average

Yield/
Average

Yield/
Average
Average
Yield/(Dollars in thousands)
Balance
Interest
Rate
Balance
Interest
Rate
balance
Balance
rateAssets:Interest-earning assets:Loans
$41,732
$2,628
6.30%
$42,238
$2,666
6.31%
$46,775
$2,806
6.00%Investment securities held-to-maturity
14,353
405
2.82
17,219
571
3.32
13,711
508
3.71Investment securities available-for-sale
1,111
34
3.06
1,110
45
4.05
1,348
62
4.60Total investment securities
15,464
439
2.84
18,329
616
3.36
15,059
570
3.79Interest bearing balances with other banks
305
1
0.33
305
1
0.33
305
1
0.33Federal funds sold
8,907
17
0.19
10,958
20
0.18
5,557
12
0.22Total interest-earning assets
66,408
3,085
4.65
71,830
3,303
4.60
67,696
3,389
5.01Noninterest-earning assets:Cash and due from banks
1,743


1,687


1,814Premises and equipment, net
921


1,079


1,263Other assets
2,351


3,082


2,975Less allowance for loan losses
(884)


(814)


(740)Total
70,539


76,864


$73,008Liabilities and shareholders’ equity:Interest-bearing liabilities:Demand deposits
$16,196
$  49
0.30%
$15,948
73
0.46%
$12,455
75
0.60%Savings deposits
14,397
7
0.05
14,236
11
0.08
14,441
15
0.10Time deposits
19,417
83
0.43
26,019
151
0.58
24,450
205
0.84Total interest-bearing liabilities
50,010
139
0.28
56,203
235
0.42
51,346
295
0.57Noninterest-bearing liabilities:Demand deposits
15,327


14,458


14,232Other
-


-


408Shareholders’ equity
5,202


6,203


7,022Total
70,539


$76,864


$73,008Net interest income

$2,946


$3,068


$3,094Spread


4.37%


4.18%


4.44%Net yield on interest-earning assets


4.45%


4.27%


4.57%
 For purposes of computing the average balance, loans are not reduced for nonperforming loans.  Loan fee income is included in interest income on loans but is not considered material.
 
 Net Interest Income
 
 Net interest income is an effective measure of how well management has balanced the Bank’s interest rate-sensitive assets and liabilities.  Net interest income, the difference between (a) interest and fees on interest-earning assets and (b) interest paid on interest-bearing liabilities, is a significant component of the Bank’s earnings.  Changes in net interest income result primarily from increases or decreases in the average balances of interest-earning assets, the availability of particular sources of funds and changes in prevailing interest rates.
 
 Net interest income totaled approximately $2,946,000 in 2012 and approximately $3,068,000 in 2011, a decrease of approximately $122,000, or 3.96%
   24
 Table of Contents
 
 Table 2—Rate-Volume Analysis of Changes in Net Interest Income
 2012 compared to 2011
2011 compared to 2010Increase (decrease) due to
Increase (decrease) due to(Dollars in thousands)
Volume
Rate
Net
Volume
Rate
NetInterest earned on:Loans
$(32)
$(6)
$(38)
$(281)
$140
$(141)Investment securities held-to-maturity
(103)
(63)
(166)
140
(77)
63Investment securities available-for-sale
(5)
(6)
(11)
(12)
(5)
(17)Interest-bearing deposits with other banks
-
-
-
-
-
-Federal funds sold
(4)
1
(3)
14
(6)
8Total Interest-earning assets
(144)
(74)
(218)
(139)
52
(87)Interest paid on:Demand deposits
1
(25)
(24)
24
(25)
(1)Savings deposits
-
(4)
(4)
-
(3)
(3)Time deposits
(43)
(25)
(68)
14
(69)
(55)Total interest-bearing liabilities
(42)
(54)
(96)
38
(97)
(59)Net interest income
$(102)
$(20)
$ (122)
$(177)
$149
$ (28)
 Changes in interest income or expense not arising solely as a result of volume or rate variances are allocated to volume variances due to the interest sensitivity of consolidated assets and liabilities.
 
 In 2012, there was a decrease in net interest income of approximately $102,000 due to changes in volume and a decrease of approximately $20,000 due to changes in rate. In 2011, there was a decrease in net interest income of approximately $177,000 due to changes in volume and an increase of approximately $149,000 due to changes in rate.
 
 Average earning assets decreased to approximately $66.4 million in 2012 from approximately $71.8 million in 2011 but the net interest margin of the Bank increased from 4.27% to 4.45% for the same period.  The primary driver of this improvement was a reduction in higher cost certificates of deposit.  The Bank continues to operate in a historically low interest rate environment that is expected to remain low through 2014 and create pressure on the net interest margin.
 
 The average yield on the investment portfolio declined to 2.84% in 2012 from 3.36% in 2011.  The decline in yield was the result of the call of approximately $7.7 million in higher yielding agency securities.  In addition, some of the Bank’s floating rate mortgage-backed securities that have Treasury and LIBOR indices repriced in 2012.  The average yield is projected to decline further in 2013 as a result of additional call activity and projected low interest rate environment.
 
 The cost of interest-bearing liabilities fell 14 basis points in 2012 compared to 2011 as a result of rate reductions made on the Bank’s deposit products to follow market conditions as well as a reduction in the level of higher rate certificates of deposit. Deposit rates have relatively “bottomed-out”; therefore, there is little room to make further downward adjustments.
 
 Provision for Loan Losses
 
 The provision for loan losses 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 loan losses, past loan loss experience, the general economic outlook and other factors management feels are appropriate.
 
 The provision for loan losses charged against earnings in 2012 was $453,000 compared to $170,000 in 2011.  The Bank’s provision is based on a review and analysis of the loan portfolio, and is therefore subject to fluctuation based on qualitative factors like delinquency trends, charge-offs, economic conditions, concentrations, etc. Management monitors its credit quality closely by working with borrowers in an effort to identify and control credit risk. Systematic provisions are made to the allowance for loan losses to cover probable loan losses in the portfolio.  The increased provision in 2012 is related to one impaired loan for which a $340,000 specific reserve was required.  Based on its analysis, management believes the level of the allowance for loan losses is adequate as of December 31, 2012.Refer to the Allowance for Loan Loss section below for further discussion/analysis of the Bank’s credit quality.
 
  25
 Table of Contents
  Noninterest Income
 
 Noninterest income increased approximately $454,000, or 42.38%, compared to 2011.  The increase is primarily the result of a gain of approximately $527,000 realized on the sale of the Bank’s 38th and Lancaster Avenue branch that was sold in December 2012.  In addition, the Bank recognized a net gain of approximately $69,000 on the sale of the guaranteed portion of an SBA loan in 2012 as a result of favorable market conditions for secondary market loan sales.  Management will seek to increase SBA loan volume and related gains on sales as a means to increase earnings.
 
 The customer service fee component of noninterest income reflects the volume of transactional and other accounts handled by the Bank and includes such fees and charges as low balance account charges, overdrafts, account analysis, and other customer service fees.  During 2012, customer service fees increased approximately $20,000, or 5.32% compared to 2011 primarily a result of an escalation in overdraft volume and related fees.  In addition, there was a reduction in the level of waived fees.
 
 During 2012, surcharge income on the Bank’s ATM network declined approximately $30,000, or 8.72%, compared to 2011.  The Bank’s ATM network continues to experience a reduction in volume because of ATM saturation in the marketplace by both financial and non-financial competitors.  Also, consistent with trends in the industry, ATM usage has declined as consumers continue to move to electronic payment methods utilizing debit and credit cards versus cash.     Methods to reduce cost and increase revenues associated with the ATM network continue to be evaluated including a more cost effective network communication system that will be implemented as ATM hardware upgrades that are in the process of completion are made to meet American Disabilities Act requirements.
 
 Since 2002, the Bank has served as arranger/agent for loan syndications for several major corporations throughout the country.  In this capacity, the Bank arranges back-up lines/letters of credit with other minority banks for which it receives agent/administrative fees.  In 2012 and 2011, these fees totaled $145,000.  The Bank serves as agent/arranger for two facilities.  Fees on these facilities are received annually for the administration of the credit facilities.  Growth in this business line was curtailed as a result of the turmoil in the financial markets over the last several years.  Management may seek to expand these credit services as the economy moves out of recession.
 
 Noninterest Expense
 
 Noninterest expense increased approximately $34,000, or 0.68% in 2012 compared to 2011.
 
 Salaries and benefits decreased approximately $89,000, or 5.41%, in 2012 compared to 2011.  The decline is primarily the result of the severance of unproductive personnel in the lending/credit administration area of the Bank in 2012, including the senior lending officer. In conjunction with a review required by the Consent Orders, management is reviewing the organizational structure to maximize efficiencies, increase utilization/productivity and increase business development activity.
 Occupancy and equipment expense decreased approximately $30,000, or 2.74%, in 2012 compared to 2011.The reduction is primarily a result of lower depreciation expense related to fully depreciated equipment.
 
 Marketing and public relations expense decreased approximately $40,000, or 35.17%, in 2012 compared to 2011.  In 2011, the Company began to push out its new branding message, “So Much More Than Banking” utilizing newspaper and magazine ads, bus depots, and other relevant marketing strategies.  Beginning in 2012, external direct marketing was curtailed.  More direct outreach through office receptions and direct calling by business development staff was utilized to reduce expenses.
 
 Professional services expense increased approximately $57,000, or 21.71%, in 2012 compared to 2011.  The increase is related to legal and consulting expenses incurred in conjunction with compliance with the Bank’s Consent Orders including a management review performed by a professional human resource company.
 
 Data processing expenses are a result of management’s decision to outsource a majority of its data processing operations to third party processors.  Such expenses are reflective of the high level of accounts being serviced for which the Bank is charged a per account charge by processors.  The Bank experiences a higher level of data processing expenses relative to its peer group because of the nature of its deposit base--low average balance and high transaction volume.  In addition, the Bank uses outside loan servicing companies to service its mortgage, credit card, and student loan portfolios.  To better serve its customers, the Bank also has an extensive ATM network of twenty-five (25) machines for which it pays processing fees.
  26
 Table of Contents
  This network is larger than most banks in its peer group.
  Data processing expenses decreased approximately $16,000, or 3.31%, in 2012 compared to 2011.  In May 2012, management successfully negotiated a reduction in its core processing cost in conjunction with contract renewal/extension.  Further reductions will be sought in processing costs associated with other vendors.
  Loan and collection expenses increased approximately $18,000, or 8.71%, in 2012 compared to 2011. The increase is directly related to expenses associated with other real estate owned including insurance, taxes, utilities, and annual re-appraisal fees.
 
 During 2012, a valuation allowance expense of approximately $232,000 was recorded on the Bank’s other real estate portfolio because of market value declines.  Approximately $123,000 of the valuation decline related to one property that was sold in December 2012. The remainder of the decline related to an estimated reduction in the net liquidation value of a portfolio of low-income residential real estate properties that have been vacant for more than one year. The valuation allowance expense in 2011 totaled approximately $4,000.
 
 Federal deposit insurance premiums decreased approximately $53,000, or 31.55% in 2012 compared to 2011. Assessments are based on many factors including the Bank’s deposit size and composition and its current regulatory ratings.   The FDIC assessment billing statements are provided one quarter in arrears and reflected a lower premium than recorded for the assessment period ending December 31, 2011.  The Consent Orders are projected to result in an annual premium increase of approximately $60,000 if the level of deposits remains the same. (Refer to “Federal Deposit Insurance Assessments” above).
  All other expenses are reflective of the general cost to do business and compete in the current regulatory environment and maintain adequate insurance coverage.
  27
 Table of Contents
  
 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 Table 3 below indicates how the Bank has managed these elements.  Average funding uses decreased approximately $5,422,000, or 7.55%, in 2012 compared to 2011.
  Table 3—Sources and Use of Funds Trends
 2012
2011Increase


IncreaseAverage
(decrease)

Average
(decrease)(Dollars in thousands)

Balance
amount
Percent
balance
Amount
PercentFunding uses:Loans

$41,732
$(506)
(1.20)%
$42,238
$(4,537)
(9.70)%Investment securitiesHeld-to-maturity

14,353
(2,866)
(16.64)
17,219
3,508
25.59Available-for-sale

1,111
(1)
(0.09)
1,110
(238)
(17.66)Interest-bearing balances with other banks

305
-
-
305
-
-Federal funds sold

8,907
(2,051)
(18.72)
10,958
5,401
97.19Total uses

$66,408
$(5,422)

$71,830
$4,134Funding sources:Demand deposits:Noninterest-bearing

$15,327
$  869
6.01
$14,458
$  226
1.59Interest-bearing

16,196
248
1.56
15,948
3,493
28.04Savings deposits

14,397
161
1.13
14,236
(205)
(1.42)Time deposits

19,417
(6,602)
(25.37)
26,019
1,569
6.42Total sources

$65,337
$(5,324)

$70,661
$5,083
 
 
 Investment Securities and Other Short-Term Investments
 
 The Bank’s investment portfolio is classified as either held-to-maturity or available-for-sale.  Investments classified as held-to-maturity are carried at amortized cost and are those securities the Bank has both the intent and ability to hold to maturity.  Investments classified as available-for-sale are those investments the Bank intends to hold for an indefinite amount of time, but not necessarily to maturity, and are carried at fair value, with the unrealized holding gains and losses reported as a component of shareholders’ equity on the balance sheet.
 
 Average investment securities decreased approximately $2,994,000, or 16.33%, in 2012 compared to 2011. The decrease was primarily related to a reduction in investable funds because of a decline in deposits and the call of higher yielding agency securities in the current low interest rate environment.
 
 The yield on the investment portfolio declined to 2.84% at December 31, 2012 compared to 3.36% at December 31, 2011 primarily as a result of the call activity during the year.  As reflected in Table 4 below, the duration of the portfolio has extended to 3.20 years at December 31, 2012 compared to 2.42 years at December 31, 2011 as a result of the purchase of callable agency securities with longer terms as well as amortizing 15 and 20 year government sponsored enterprise (GSE) mortgage-backed pass-through securities that serve to generate monthly cash flow.  At December 31, 2012, 28% of the investment portfolio consisted of callable agency securities for which continued call activity is projected in the current low interest rate environment that may result in a shortened duration.  Approximately 72% of the portfolio consists of GSE mortgage-backed pass-through securities.  The payments of principal and interest on these pools of GSE loans are guaranteed by these entities that bear the risk of default.  The Bank’s risk is prepayment risk when defaults accelerate the repayment activity.  These loans have longer-term con­tractual maturities but are sometimes paid off/down before maturity or have repricing characteristics that occur before final maturity. During 2012, a strategic shift in portfolio allocation was made to allow up to 75% amortizing GSE mortgage-backed 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.  The Bank will
  28
 Table of Contents
  continue to take steps to control the level of optionality in the portfolio by identifying replacement securities that diversify risk and provide some level of monthly cash flow.
 Table 4—Analysis of Investment Securities
 
 Within one year
After one but

within five years
After five but

within ten years
After ten years(Dollars in thousands)
Amount
Yield
Amount
Yield
Amount
Yield
Amount
Yield
TotalOther government securities
$-
-%
$ 250
2.50%
$3,355
2.50%
$        -
-    %
$3,605Money market funds


-

-

-

129Mortgage-backed securities
-

-

-

-

9,188Total securities
$ -

$ 250

$3,355

$       -

$12,922Average maturity








3.20 years
 
 The above table sets forth the maturities of investment securities at December 31, 2012 and the weighted average yields of such securities (calculated on the basis of the cost and effective yields weighted for the scheduled maturity of each security).
 
 Loans
 
 Average loans decreased approximately $506,000, or 1.20%, in 2012 compared to 2011.  Market demand for loans remains relatively “soft” as some borrowers have shied away from obtaining financing as a result of the slow economic recovery. While the Bank funded approximately $7.4 million in loans during the year, commercial loan payoffs escalated as a result of increased market competition from money center banks in the region for quality performing loans as well as take-out financing on several construction loans and the sale of the guaranteed portion of an SBA loan.  In addition, the consumer portfolio continues to decline because of residential mortgages and home equity repayment activity as consumers refinance to take advantage of the current low interest rate environment.  The Bank is not an originator of residential mortgage loans and made a strategic shift in its lending program in 2012 to phase out consumer lending, including home equity loans and lines of credit.
  In 2012, management adopted a business banking focus that incorporates strategies to increase the Bank’s small business lending activity in alliance with a third party SBA loan origination group.  This program is designed to generate fee income as well as build loan volume.  In June 2012, the Bank originated one SBA loan totaling $750,000.  A gain of approximately $69,000 was recognized on the sale of the guaranteed portion of this loan in August 2012.  Focused and aggressive business development efforts targeting small businesses are being employed in effort to increase commercial and industrial lending activity (i.e. working capital, receivables, etc.) for which credit enhancements through the SBA or other loan guaranty programs may be available to mitigate credit risk.   In addition, loan participations will be used to supplement the Bank’s lending activities.
  As reflected in Table 5 below, the Bank’s loan portfolio is concentrated in commercial loans that comprise approximately $35.1 million, or 85%, of total loans at December 31, 2012. Approximately $15.1 million of these loans are secured by owner occupied commercial real estate that may serve to minimize the risk of loss. The Bank continues to have a strong niche in lending to religious organizations, including construction loans, for which total loans at December 31, 2012 were $12.6 million, or 40%, of the commercial portfolio. Management closely monitors this concentration to proactively identify and manage credit risk in light of the somewhat high level of unemployment that may impact the tithes and offerings that provide cash flow for repayment.
  As reflected in Table 6 below, approximately $13.1 million, or 31.79%, of the Bank’s loan portfolio has scheduled maturities or repricing in five years or more.  This position is largely a result of the relatively high level of loans in the commercial real estate portfolio that typically have five to seven year balloon structures.  While scheduled maturities and repricing exceed five years, the actual duration of the portfolio may be much shorter because of changes in market conditions and refinancing activity.
  29
 Table of Contents
   Table 5—Loans Outstanding, Net of Unearned Income
 
 December 31,(Dollars in thousands)
2012
2011
2010
2009
2008Commercial and industrial
$3,734
$3,730
$5,729
$4,353
$4,286Commercial real estate
31,381
30,197
30,738
32,294
32,199Residential mortgages
3,140
3,356
4,432
5,313
6,110Consumer loans
3,247
4,219
4,713
5,626
6,068Total loans
$41,502
$41,502
$45,612
$47,587
$48,663
 
 
 Table 6—Loan Maturities and Repricing(Dollars in thousands)
Within

one year
After one but

within five years
After

five years
TotalCommercial and industrial
$ 2,641
$1,093
$  -
$ 3,734Commercial real estate
7,978
14,008
9,395
31,381Consumer loans
1,743
142
1,362
3,247Residential mortgage loans
830
23
2,287
3,140Total loans
$13,192
$15,266
$13,044
$41,502Loans maturing after one year with:Fixed interest rates



$  24,507Variable interest rates



3,802
 
 Nonperforming Loans
 
 Table 7 reflects the Bank’s nonperforming and restructured loans for the last five years.  The Bank generally determines a loan to be “nonperforming” when interest or principal is past due 90 days or more.  The loan is also placed on nonaccrual status at that time.  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 that are well collateralized and in the process of collection.  When a loan is placed on nonaccrual, previously accrued and unpaid interest is generally reversed out of income.
   Table 7—Nonperforming Loans
 
 (Dollars in thousands)
2012
2011
2010
2009
2008Nonaccrual loans
$2,584
$2,132
$2,781
$3,783
$1,701Impaired loans
2,344
1,687
2,516
3,553
$2,531Interest income on nonaccrual loans included in net income for the year
39
144
110
219
9Interest income that would have been recorded under original terms
169
165
186
195
121Interest income recognized on impaired loans
39
5
63
34
64Loans past due 90 days and still accruing
211
471
205
776
578Troubled Debt Restructured loans
-
-
-
-
-
 
 At December 31, 2012, nonaccrual loans totaled approximately $2,584,000 compared to approximately $2,132,000 at December 31, 2011.  The increase is primarily related to one commercial and industrial receivable based loan totaling approximately $340,000 for which management is aggressively pursuing collection.   A significant portion of the Bank’s nonaccrual loans are commercial loans with real estate collateral that may help to mitigate potential losses. Management continues to actively work with these borrowers to develop suitable repayment plans.
  30
 Table of Contents
 The level of classified loans (including impaired loans) increased to approximately $3,531,000 at December 31, 2012 from approximately $3,061,000 at December 31, 2011. Again, the increase is primarily related to the asset based loan referenced above.  In general, classified loans possess potential weaknesses/deficiencies deserving management’s closer attention.  If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects at some future date.  Some of these borrowers may be experiencing adverse operating trends, which potentially could impair debt, services capacity but secondary sources of repayment are accessible and considered adequate to cover the Bank's exposure.  One borrower relationship with loans totaling $710,000 migrated to a “Doubtful” classification in 2012 as a result of uncertainty surrounding contract receivables.  Accordingly, a specific reserve has been allocated to cover potential exposure. Management is working proactively with these borrowers to prevent any further deterioration in credit quality.
 
 Impaired loans totaled approximately $2,344,000 at December 31, 2012 compared to $1,687,000 at December 31, 2011.  The Bank identifies a loan as impaired when it is probable that interest and principal will not be collected according to the contractual terms of the loan agreement.  The valuation allowance associated with impaired loans was approximately $843,000 and $308,000, at December 31, 2012 and 2011, respectively.  The allowance was determined based on careful review and analysis including collateral liquidation values and/or guarantees and is deemed adequate to cover shortfalls in loan repayment    The increase in 2012 is primarily related to two loans for which the underlying collateral declined in value and/or was determined to be uncollectible. Management is working aggressively to resolve the potential credit risk associated with its impaired loans by detailing specific payment requirements including the sale of underlying collateral or obtaining take-out financing.
 
 The commercial loan portfolio of the Bank is 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 are primarily for expansion and repair of church facilities.  At December 31, 2012 and 2011, loans to religious organizations represented approximately $674,000 and $418,000, respectively, of total impaired loans. Management continues to work closely with its attorneys and the leadership of these organizations in an attempt to develop suitable repayment plans to avoid foreclosure.  In general, loans to religious organizations are being monitored closely to proactively identify potential weaknesses in this area of high concentration.
 
 The Bank grants commercial 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.
  Interest income recognized on impaired loans during the year ended December 31, 2012 and 2011 was approximately $39,000 and $5,000, respectively. The Bank recognizes income on impaired loans under the cash basis when the loans are both current and the collateral on the loan is sufficient to cover the outstanding obligation to the Bank.   If these factors do not exist, the Bank will not recognize income on such loans.
 The Bank may modify or restructure the terms of certain loans to provide relief to borrowers. Troubled debt restructurings (“TDRs”).  TDRs occur when a creditor, for economic or legal reasons related to a debtor’s financial condition, grants a concession to the debtor that it would not otherwise consider, such as a below market interest rate, extending the maturity of a loan, or a combination of both. The Company made modifications to certain loans in its commercial loan portfolio that included the term out of lines of credit to begin the amortization of principal.  The terms of these loans do not include any financial concessions and are consistent with the current market.  Management reviews all loan modifications to determine whether the modification qualifies as a troubled debt restructuring (i.e. whether the creditor has been granted a concession or is experiencing financial difficulties).  Based on this review and evaluation, none of the loans modified during 2012 and 2011 met the criteria of a troubled debt restructuring.  The Company had no loans classified as TDRs troubled debt restructurings at December 31, 2012 and 2011.
 Allowance for Loan Losses
 
 The determination of the allowance for loan losses involves a higher degree of judgment and complexity than its other significant accounting policies. The allowance is the accumulation of three components that are calculated based on various independent methodologies that are based on management’s estimates.  The three components are as follows:
 
 ·
Specific Loan Evaluation Component – Includes the specific evaluation of impaired loans.
 ·
Historical Charge-Off Component – Applies a rolling, eight-quarter historical charge-off rate to all pools of non-classified loans.
 ·
Qualitative Factors Component – The loan portfolio is broken down into multiple homogenous sub classifications, upon which multiple factors (such as delinquency trends, economic conditions, concentrations, growth/volume trends, and management/staff ability) are evaluated, resulting in an allowance amount for each of the sub classifications. The sum of these amounts comprises the Qualitative Factors Component.
  31
 Table of Contents
 
 All of these factors may be susceptible to significant change.   Management increased the qualitative factor for its commercial and industrial portfolio at December 31, 2012 as the trends in delinquencies/classifications have been not been favorable in that category of loans. There was no change in other qualitative factors for all other loan categories during the year ended December 31, 2012.  With the exception of commercial and industrial loans, the average eight rolling quarter net loss factors have declined during the year in each portfolio segment as a result of a lower level of net charge-offs in 2012.  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.   Management believes that the allowance for loan losses is adequate at December 31, 2012.  While available information is used to recognize losses on loans, 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.  (Refer to Note 4 of the financial statements for further details on the allowance for loan losses.)
 
 Table 8 below presents the allocation of loan losses by major category for the past five years.  The specific allocations in any particular category may prove to be excessive or inadequate and con­sequently may be reallocated in the future to reflect then current conditions. The allowance for loan losses as a percentage of total loans was 2.90% at December 31, 2012 and 2.09% at December 31, 2011. The increase in the allowance in 2012 as a percentage of total loans is related to an increase in specific reserves for impaired loans.
 
 
 Table 8—Allocation of Allowance for Loan Losses
 
 2012
2011
2010
2009
2008Percent

of loans

in each

category to

Percent

of loans

in each

category to

Percent

of loans

in each

category to

Percent

of loans

in each

category to

Percent

of loans

in each

category toAmount
Total loans
Amount
Total loans
Amount
Total loans
Amount
Total loans
Amount
Total loans(Dollars in thousands)Commercial and industrial
$835
9.00%
$387
8.99%
$301
12.56%
$324
8.54%
$282
8.81%Commercial real estate
364
75.62
412
72.76
553
67.39
298
68.47
210
66.17Consumer real estate
-
11.12
40
13.46
36
10.33
38
11.17
33
12.56Consumer and other  loans
5
4.26
28
4.79
36
9.72
65
11.82
62
12.47Unallocated
-
-
-
-
-
-
2
-
-
-$1,204
100.00%
$867
100.00%
$926
100.00%
$727
100.00%
$587
100.00%
 
 
  32
 Table of Contents
  
 Table 9—Analysis of Allowance for Loan Losses
 
 Year ended December 31,(Dollars in thousands)
2012
2011
2010
2009
2008Balance at January 1
$867
$926
$727
$587
$590Charge-offs:Commercial and industrial
(56)
(65)
(189)
(22)
(464)Commercial real estate
-
(150)
(227)
(62)
(4)Consumer real estate
(80)
(4)
(8)
-
-Consumer and other loans
(21)
(46)
(177)
(57)
(51)(157)
(265)
(601)
(141)
(519)Recoveries:Commercial loans
-
10
7
2
107Commercial real estate
8
-
1
-
-Consumer real estate
17
6Consumer and other loans
16
21
45
44
4141
37
53
46
148Net recoveries (charge-offs)
(116)
(228)
(548)
(95)
(371)Provisions charged to operations
453
170
747
235
368Balance at December 31
$1,204
$867
$926
$727
$  587Ratio of net (recoveries) charge-offs to average loans outstanding
0.28%
0.54%
1.17%
0.20%
0.77%
 
 Deposits
 
 In 2012, average deposits decreased approximately $5,324,000, or 7.53%, concentrated in the category of time deposits.  The publication of the Bank’s Consent Orders in 2012 negatively impacted depository relationships with governmental entities resulting in unplanned time deposit redemptions totaling $8 million.  As a result, time deposits decreased on average by approximately $6,602,000, or 25.37%, during the year. The Bank has approximately $6.0 million governmental or quasi-governmental certificate of deposit relationships remaining.  Management is proactively communicating with agency officials to avoid further reduction in account balances.  Based on these communications, no significant reductions are anticipated.
  There was an increase in average noninterest bearing demand deposits totaling approximately $869,000, or 6.01%, and an increase in average interest-bearing demand deposits totaling $248,000, or 1.56%, during the year primarily related to one significant depository relationship for which the balances increased in conjunction with contract funding received.  These deposits are expected to fluctuate widely based on required payment activity related to projects completed by this customer.
 
 Table 10—Average Deposits by Class
 2012
2011
2010(Dollars in thousands)
Amount
Rate
Amount
Rate
Amount
RateNoninterest-bearing demand deposits
$15,327
-%
$14,458
-%
$14,232
-%Interest-bearing demand deposits
16,196
0.30
15,948
0.46
12,455
0.60Savings deposits
14,397
0.05
14,236
0.08
14,441
0.10Time deposits
19,417
0.43
26,019
0.58
24,450
0.84
 
 
  33
 Table of Contents
  Other Borrowed Funds
 
 The Bank did not borrow funds during 2012.  Generally, the level of other borrowed funds is dependent on many items such as loan growth, deposit growth, customer collateral/security requirements and interest rates paid for these funds.  The Bank’s liquidity has been enhanced by loan paydowns/payoffs and called investment securities—thereby, reducing the need to borrow. The Bank’s contingent funding source is the Discount Window at the Federal Reserve Bank for which it currently has $1.75 million in securities pledged that result in borrowing capacity of $1.5 million.
 
 Off Balance Sheet Arrangements
 
 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.
 
 Summaries of the Bank’s financial instrument commitments in thousands are as follows:
 2012


2011Commitments to extend credit

$
9,484


$
9,162Outstanding standby letters of credit


1,173



1,208
 
 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 and unused credit card lines.  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.  Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party.  The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers.
 
 The increase in commitments at December 31, 2012 compared to 2011 is primarily related to an increase in approved but unfunded loans.  Management believes the Bank has adequate liquidity to support the funding of unused commitments.
 
 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 enhance consistent growth of net interest income through periods of changing interest rates.
 
 The Bank must maintain minimum levels of liquid assets.  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 December 31, 2012, management believes the Bank’s liquidity is satisfactory.
  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 $10.7 million in loans are scheduled to mature within one year.
  34
 Table of Contents
  By policy, the Bank’s minimum level of liquidity is 6.00% of total assets.  At December 31, 2012, the Bank had total short-term liquidity, including cash and federal funds sold, of approximately $10.2 million, or 15.51%, compared to $14.5 million, or 18.82%, at December 31, 2011.  The decrease primarily relates to a reduction in governmental deposits in early 2013 as a result of the regulatory Orders. The portion of the Bank’s investment portfolio classified as available-for-sale could also provide liquidity. However, at December 31, 2012, more than 80% of these securities were pledged as collateral for deposits of governmental/quasi-governmental agencies as well as the Discount Window at the Federal Reserve Bank.  Therefore, they are restricted from use to fund loans or to meet other liquidity requirements.
 
 To ensure the ongoing adequacy of liquidity, the following strategies will be utilized in order of priority:
 
 o
Seek additional non-public deposits from new and existing private sector customers
 o
Sell participations of existing commercial credits to other financial institutions in the region
 
 While management continues to seek additional non-public core deposits to support ongoing loan demand, liquidity levels have been adequate.  As a result, it was not necessary to sell loan participations to other institutions.
  The Bank’s contingent funding sources  include the Discount Window at the Federal Reserve Bank for which it currently has $1.75 million in securities pledged that result in borrowing capacity of $1.5 million.
 
 The Bank’s overall liquidity has generally been enhanced by a high 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.  Table 11 provides a breakdown of the maturity of time deposits of $100,000 or more.  These deposits include $6 million in deposits of governmental and quasi-governmental organizations that have short-term maturities.  In March 2012, there were unplanned time deposit redemptions totaling $6 million directly related to the Bank’s regulatory Orders that resulted in a reduction in liquidity.  Although reduced, liquidity ratios remain above the Bank’s policy minimum of 6%. Management will closely monitor and manage liquidity to minimize risk and ensure that adequate funds are available to meet daily customer requirements and loan demand.
 
 Table 11—Maturity of Time Deposits of $100,000 or More
 
 (Dollars in thousands)

December 31, 2012

Contractual Terms3 months or less

$
2,613Over 3 through 6 months


5,700Over 6 months through 1 year


576Over 1 through five years


754Over five years


-Total

$
9,643
 
 
 The following table sets forth contractual obligations and other commitments representing required and potential cash outflows as of December 31, 2012:
 
 Table 12—Contractual Obligations and Other Commitments
 
 (Dollars in thousands)

Total


Less than one year


One to three years


Four to five years


After five yearsCertificates of Deposit

$
16,886


$
15,244


$
1,416


$
190


$
36Operating Lease Obligations


1,925



501



982



274



168Total

$
18,811


$
15,745


$
2,398


$
464


$
204
 
 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 that 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 interest-earning assets over interest-bearing liabilities.  Management of interest sensitivity involves matching repricing dates of
  35
 Table of Contents
  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.  Table 13 sets forth the earliest repricing distribution of the Bank’s interest-earning assets and interest-bearing liabilities at December 31, 2012, 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 in accordance with its contractual terms.  At December 31, 2012, an asset-sensitive position is maintained on a cumulative basis through one year of 11.62%.  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.  Although increasing, this level is within the Bank’s policy guidelines of +/-15% on a cumulative one-year basis.    In the current low interest rate environment, this positive gap position creates margin compression.  Management will seek to minimize the impact by shifting excess funds to mortgage-backed securities and commercial loan originations that are fixed for at least five years.
 
 For purposes of the gap analysis, 50% of such deposits (savings, MMA, NOW) which do not have definitive maturity dates and do not readily react to changes in interest rates have been placed in longer repricing intervals versus immediate repricing time frames, making the analysis more reflective of the Bank’s historical experience.
 
 Table 13—Interest Sensitivity Analysis
 Interest rate sensitivity gaps as of December 31, 2012(Dollars in thousands)

3 months or less


Over 3 through

12months


Over 1 year through

3 years


Over 3 through 5 years


Over

5 years


CumulativeInterest-sensitive assets:Interest-bearing deposits with banks

$
-



306



-



-



-


$
306Investment securities


2,811



2,131



980



783



6,089



12,794Federal funds sold


7,567



-



-



--



-



7,567Loans


15,613



8,669



6,480



2,537



5,968



39,267Total interest-sensitive assets


25,991



11,106



7,460



3,320



12,057



59,934Interest-sensitive liabilities:Interest-bearing checking accounts

$
1,657



-


$
1,657



-



-



3,314Savings and money market accounts


13,227



-



13,227



-



-



26,454Certificates  $100,000 or more


2,614



6,276



753



-



-



9,643Certificates of less than $100,000


2,710



3,644



663



226



-



7,243Total interest-sensitive liabilities


20,208



9,920



16,300



226



--



46,654Interest sensitivity gap

$
5,783


$
1,186
)

$
(8,840
)

$
3,094


$
12,057


$
13,280Cumulative gap

$
5,783


$
6,969Cumulative gap/total earning assets


9.65
%


11.62
%Cumulative Interest-sensitive assets

to interest-sensitive Liabilities


1.29



1.23
 Core deposits such as checking and savings deposits have been placed in repricing intervals based on historical trends and management’s estimates.  Nonaccrual loans are not included in the interest-sensitive asset totals.
  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 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.  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.
  36
 Table of Contents
  
 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 net income of the Bank over a two year period.  The calculated estimates of net interest income or “earnings” at risk at December 31, 2012 are as follows:
  Year 1Net interest
Percent ofChanges in rate
Income
Risk(Dollars in thousands)+400 basis points

+300 basis points

+200 basis points
$3,063

3,031

2,964
9.83%

8.69

6.30+100 basis points
2,870
2.93Flat rate
2,788
--100 basis points
2,631
(5.63)-200 basis points

-300 basis points

-400 basis points
2,408

2,192

1,992
(13.65)

(21.40)

(28.56)
 
 Year 2Net interest
Percent ofChanges in rate
Income
Risk(Dollars in thousands)+400 basis points

+300 basis points

+200 basis points
$6,251

6,177

6,003
12.39%

11.07

7.93+100 basis points
5,769
3.73Flat rate
5,562
--100 basis points
5,157
(7.28)-200 basis points

-300 basis points

-400 basis points
4,594

4,053

3,562
(17.40)

(27.12)

(35.95)
 
 
 A simulation model is also used to estimate the impact of various changes, both upward and downward, in market interest rates and volumes of assets and liabilities on the economic value of the Bank.  This model produces an interest rate exposure report that measures the long-term rate risks in the balance sheet by valuing the Bank’s assets and liabilities at market.  It simulates what amount would be left over if the Bank liquidated its assets and liabilities.  This is otherwise known as “economic value” of the capital of the Bank.  The calculated estimates of economic value at risk at December 31, 2012 are as follows:
 
 MV of equityChanges in rate
MV equity
Risk change(Dollars in thousands)+400 basis points

+300 basis points

+200 basis points
$3,373

4,171

4,734
(33.50)%

(17.80)

(6.70)+100 basis points
4,777
(5.90)Flat rate
5,075
--100 basis points
5,700
12.30-200 basis points

-300 basis points

-400 basis points
5,751

6,688

7,290
13.30

31.80

43.70
 
 The market value of equity may be impacted by the composition of the Bank’s assets and liabilities.  A shift in the level of variable versus fixed rate assets creates swings in the market value of equity.  The Bank’s market value of equity
  37
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  declines in a rising rate environment because of the high level of fixed rate loans and investments it has in its portfolio that do not follow market rate changes or re-price immediately.  At December 31, 2012, the change in the market value of equity in a +200 basis point interest rate change is -6.70%, within the Bank’s policy limit of 25% and -33.50% in a +400 basis point interest rate change, within the policy limit of 50%.  Management will continue manage this risk by balancing the composition of the balance sheet with variable rate loans and/or purchasing floating rate mortgage-backed securities.
 
 The assumptions used in evaluating the vulnerability of the Bank’s earnings and equity 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 Bank’s assets and liabilities, as well as the estimated effect of changes in interest rates on the earnings and equity, could vary substantially if different assumptions are used or actual experience differs from the assumptions on which the calculations were based.  In today’s uncertain economic times, the result of the Bank’s simulation models is even more uncertain.
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  The Bank’s Board of Directors and management consider all of the relevant factors and conditions in the asset/liability planning process.  Based on the results of the simulation models interest-rate exposure is not considered significant and is within the policy limits of the Bank on all measures at December 31, 2012.  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 and movement into money market deposit accounts and short-term certificates of deposit 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.
 
 Capital Resources
 
 Total shareholders’ equity declined approximately $1,021,000, or 19.41%, in 2012 compared to 2011. The decrease in capital in 2012 is attributable to a net loss of approximately $1,016,000 and other comprehensive loss related to a decrease in the unrealized gain on the securities classified as available-for-sale.
  The critical importance of establishing and maintaining capital levels to support the Bank’s risk profile and growth is understood.  A concentrated effort will be made to stabilize and strengthen the Bank’s capital through the generation of core profitability from Bank operations and external investment.  The Bank will seek to raise $1,000,000 in equity investment from potential prospects in 2013.
 
 Federal and state banking laws impose on financial institutions such as USB and the Bank certain minimum requirements for capital adequacies.  The Company and the Bank are each generally required to maintain a minimum ratio of total capital to risk rated assets of 8%.  At least half of the total capital must be composed of “Tier I Capital” which is defined as common equity, retained earnings and qualified perpetual preferred stock, less certain intangibles.  The remainder may consist of “Tier II Capital” which is defined as specific subordinated debt, some hybrid capital instruments and other qualifying preferred stock and a limited amount of loan loss allowance.  Also, federal banking regulatory agencies have established minimum leverage capital requirements for banking organizations.  Under these requirements, banking organizations must maintain a minimum of Tier I Capital to adjusted average quarterly assets equal to 3% to 5%, subject to bank regulatory evaluation of an organization’s overall safety and soundness.  Under the federal banking regulations, a financial institution would be deemed to “adequately capitalized” or better if it exceeds the minimum federal regulatory capital requirements.  A financial institution would be deemed “undercapitalized” if it fails to meet the minimum capital requirements and significantly undercapitalized if it has a total risk based capital ratio that is less than 6%, Tier I risk based capital ratio is less than 3%, or a leverage ratio that is less than 3% and “critically undercapitalized” if the institution has a ratio of tangible equity to total assets that is equal to less than 2%.  USB and the Bank are “well-capitalized” for regulatory capital purposes based upon the most recent notification under regulatory framework for prompt corrective action.
 
 On January 31, 2012, the Bank entered into a Consent Order with its primary regulators that requires the development of a written capital plan ("Capital Plan") that details the manner in which the Bank will meet and maintain a Leverage Ratio of at least 8.50% and a Total Risk-Based Capital Ratio of at least 12.50%.  At a minimum, the Capital Plan must include specific benchmark Leverage Ratios and Total Risk-Based Capital Ratios to be met at each calendar quarter-end, until the required capital levels are achieved.
 
 As indicated in Table 14, the Bank’s risk-based capital ratios are above the general minimum requirements but below those required by the Consent Orders.    Management has developed a Capital Plan that includes profitability and external investment to improve its capital ratios.   UBS and the Bank do not anticipate paying dividends in the near future.
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   Table 14—Capital Ratios
 
 Actual
For capital adequacy purposes
To be well capitalized under prompt corrective

action provisionsAmount
Ratio
Amount
Ratio
Amount
RatioAs of December 31, 2012:Total capital to risk-weighted assets:Consolidated
$4,584
11.16%
$3,287
8.00%
N/ABank
4,584
11.16%
3,287
8.00%
$4,109
10.00%Tier I capital to risk-weighted assets:Consolidated
4,070
9.91%
1,644
4.00%
N/ABank
4,070
9.91%
1,644
4.00%
2,465
6.00%Tier I capital to average assets:Consolidated
4,070
6.00%
2,715
4.00%
N/ABank
4,070
6.00%
2,715
4.00%
3,394
5.00%
 
  ITEM 7A — QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
 The quantitative and qualitative disclosures about market risks are included in Management’s Discussion and Analysis of Financial Condition and Results of Operations in the following sections:  Liquidity and Interest Rate Sensitivity Management, Net Interest Income, Provision for Loan Losses, Allowance for Loan Losses, Liquidity and Interest Rate Sensitivity Management, Non-Interest Income, Non-Interest Expense, Non-Performing Loans, and Off Balance Sheet Arrangements.
 
 ITEM 8 — FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 
 See Consolidated Financial Statements on pages 60 to 99 hereof.
 
 ITEM 9 — CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
 ON ACCOUNTING AND FINANCIAL DISCLOSURE
 
 There were no changes in or disagreements with accountants on accounting and financial disclosure during the year ended December 31, 2012.
 
 ITEM 9A—CONTROLS AND PROCEDURES
 
 (a) Evaluation of Disclosure Controls and Procedures.
  The management of the Company, including the Chief Executive Officer and the Chief Financial Officer, has conducted an evaluation of the effectiveness of the Company’s disclosure controls and procedures pursuant to Rule 13a-14 under the Securities Exchange Act of 1934 as of the end of the period covered by this Report (the “Evaluation Date”). A control system, no matter how well designed and operated, can provide only reasonable, not absolute insurance that it will detect or uncover failures within the Company to disclose material information otherwise required to be set forth in the Company’s periodic and annual reports.  Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that, as of the Evaluation Date, the Company’s disclosure controls and procedures were not effective as of the end of the period covered by this report due to the material weaknesses described below.
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  (b) Management’s Report on Internal Control Over Financial Reporting.
  Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f) under the Securities Exchange Act of 1934. Under the supervision and with the participation of principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on our evaluation under the framework, management has concluded that our internal control over financial reporting was not effective as of December 31, 2012 due to the material weaknesses described below.
  A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of interim or annual financial statements will not be prevented or detected on a timely basis by the company’s internal controls.  Based on our evaluation under the framework, management has concluded that material weaknesses existed in the internal controls as of December 31, 2012 in connection with the identification and assessment of impaired loans and the valuation of certain other real estate owned.
 
 To address the material weaknesses, we have established the following policies:  (1) our current foreclosed real estate policy is to obtain annual valuations, through either appraisals or valuations on foreclosed properties in accordance with regulatory guidance.  We have revised our policy to require updated valuations, when necessary, based on information received when a foreclosed property is sold and require the prompt recording of any loss on the sale of foreclosed property.  When performing updates to all valuations, we will use a discount to offset or adjust valuations appropriately.  The valuation adjustments will be based on the age of the last valuation in the file and known market conditions, and (2) in addition to the existing third party external review and asset quality meetings, Management will enhance its review to a level of precision necessary to identify impaired loans and make any needed adjustments in assessing for loan losses.  Management believes that these changes will contribute significantly to the remediation of the material weaknesses in the financial controls that was in existence as of December 31, 2012. Additional changes will be implemented as determined necessary.
 
 Although our remediation efforts are well underway and are expected to be completed in the near future, our material weaknesses will not be considered remediated until new internal controls are operational for a period of time and are tested, and management concludes that these controls are operating effectively.
 
  (c) Changes in Internal Control Over Financial Reporting.
  There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the final fiscal quarter of the year to which this Report relates that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
  ITEM 9B—OTHER INFORMATION
 
 A shareholders’ annual meeting of UBS was held on December 14, 2012.  Proxies for the annual meeting were solicited pursuant to Regulation 14A of the Exchange Act and there were no solicitation in opposition to the management’s nominees as listed in the proxy statement and all such nominees were elected.
 
 The matters voted upon at the shareholders’ annual meeting of UBS were the reelection of two (2) Class D directors to serve four year terms and the ratification of the appointment of McGladrey LLP as UBS’ independent registered public accounting firm for the year 2012.
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 The votes cast at the meeting for the election of directors, for, against or withheld, as well as a number of absentee and non-broker votes as to each matter voted upon at the meeting, including a separate tabulation with respect to each nominee for office is as follows:
  51.08% Shares Voted
446,321 of 873,725 Shares
 
 Question
FOR
AGAINST
WITHHOLD/ABSTAINElection of Directors:

L. Armstead Edwards

Ernest L. Wright

Marionette Y. Wilson



(CLASS A)
433,221

432,171

433,121
0

0

0
13,100

14,150

13,200Ratify McGladrey LLP
443,855
350
6,850
 
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 PART III
 
 ITEM 10 — DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
 
 The following table sets forth certain biographical information.  Other than as indicated below, each of the persons named below has been employed in their present principal occupation for the past five years.
 
 (a)         Directors of the Registrant and Bank
 
 Principal occupation and
Year first
TermName
Age
other directorships
became director
Will expireBernard E. Anderson
75
Economist

Whitney M. Young, Jr. Professor Emeritius

Wharton School, University of Pennsylvania
2002
2014Philadelphia, PADavid R. Bright
73
Retired, Executive Vice PresidentMeridian Bancorp
2002
2014Philadelphia, PAJoseph T. Drennan
68
Former Chief Financial Officer
2004
2014Universal Capital Management, Inc.Wilmington, DEL. Armstead Edwards
70
Chairman of the Board,
1993
2016United Bancshares, Inc.Owner and President,Edwards Entertainment., Inc.Philadelphia, PennsylvaniaMarionette Y. Wilson(Frazier)
67
Retired as co-Founder,
1996
2016John Frazier, Inc.Philadelphia, PennsylvaniaMaurice R. Mitts
52
Founder/Partner,
2008
2013Mitts Milavec, LLP, Attorney at LawPhiladelphia, PennsylvaniaWilliam B. Moore
70
Vice Chairman of the Board,United Bancshares, Inc.Pastor, Tenth Memorial
1993
2015Baptist ChurchPhiladelphia, PennsylvaniaEvelyn F. Smalls
67
President and CEO of Registrant
2000
2015and United Bank of PhiladelphiaErnest L. Wright
84
Founder, President and
1993
2016CEO of Ernest L. WrightConstruction CompanyPhiladelphia, Pennsylvania
  
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 (b)         Executive Officers of Registrant and Bank
 
 Name
Age
OfficeEvelyn F. Smalls
67
President and Chief Executive OfficerBrenda M. Hudson-Nelson
51
Executive Vice President/Chief Financial Officer
 
 BOARD OF DIRECTORS QUALIFICATIONS
 
 United Bank of Philadelphia has a very engaged and committed Board of Directors.  The board takes its governance responsibilities very seriously and challenges management to meet its targeted goals and objectives.  Currently, the board has eight (8) outside directors and one (1) insider.  This leadership group has diverse experiences in business, banking, and community development that are important to fulfill their oversight responsibilities.
 
 L. Armstead Edwards serves as Chairman and is one of two remaining founding members currently active on the board.  Mr. Edwards spent a number of years as an educator and small business owner.  He understands the plight of small business owners and combined with his experience in organizational dynamics, he brings a unique perspective to the role.  He chairs the Executive Committee and serves on the Asset Liability, Loan and Audit/Compliance Committees.  Mr. Edwards has encouraged deliberations to take place at the committee level so the board meeting can focus more on strategic initiatives and engage management on execution and performance measures.
 
 Rev. William B. Moore is a founding member of the board and serves as Vice Chairman and is a member of the Executive and Audit/Compliance Committees.  The Chairman and Vice Chairman alternate in leading the board meetings.  Rev. Moore has a rich history in the faith community and has been the Senior Pastor of Tenth Memorial Baptist Church for over 30 years. He serves as a strong catalyst in rallying the faith community to support the Bank which is evidenced with the high percentage of loans to churches in the loan portfolio.  Rev. Moore also leads an informal Advisory Group of Pastors who offer advice to the Bank’s management regarding the financial needs of the urban community to continue to bridge the economic divide in the region.  As a former executive with a quasi-governmental agency, he has a broad based consistency and is very effective in building multi-sector coalitions to ensure economic inclusion.
 
 Joseph T. Drennan,a director since 2004, serves as Treasurer of the Board and is Chairman of the Audit/Compliance Committee and member of the Executive and Asset Liability committees.  In addition, he has expertise in generally accepted accounting principles, financial statements, and internal control over financial reporting, as well as an understanding of audit committee functions.  Mr. Drennan has over 30 years banking experience as an executive in commercial, consumer and strategic planning.  He is the former partner and Chief Financial Officer of Universal Capital Management, Inc. providing equity to start-up and emerging companies.
 
 Marionette Y. Wilson a director since 1993 serves as Secretary of the Boardand member of the Executive and Asset Liability Committees.  Prior to her retirement, Ms. Wilson was co-founder of a construction management company and her expertise in this area is very helpful as the Bank works to provide financing to emerging contractors in the region.  In addition, she is a leader in the faith community and has been instrumental in directing relationships to the Bank.
 
 Evelyn F. Smalls serves as an inside director since 2000 when she was appointed President and Chief Executive Officer of the Bank.  She serves on the Executive, Asset Liability and Loan Committees.  Ms. Smalls brings versatile skills with over 25 years experience in banking and community and economic development know-how.  Her leadership is propelled by her passion to move more inner city communities into the economic mainstream.
 
 David R. Bright a retired Bank President has a rich history in commercial lending and credit administration.  Mr. Bright, a director since 2001, serves as Chairman of the Loan Committee and a member of the Executive Committee.  In addition, he brought to the Bank a keen knowledge of community reinvestment initiatives that can propel economic inclusion and impact. Mr. Bright’s community interests include his participation on a number of boards including Greater Philadelphia Urban Affairs Coalition, West Oak Lane Charter School, and Allegheny West CDC.
 
 Dr. Bernard E. Andersona director since 2002 and chairs the Asset Liability Committee.  Dr. Anderson as an economist brings a dynamic perspective to the Bank as a retired Whitney E. Young, Jr., Professor of Management, The Wharton School, University of PennsylvaniaAs an Advisor to the Urban League of Philadelphia as well as the National Urban League, Dr. Anderson firmly believes that economic disparities among minority groups can be remediated through public and private policies aided at expanding economic opportunity for all with the Philadelphia region specifically and across the country in general.
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 Ernest L. Wright a director since 1992 serves as member of the Loan and Asset Liability Committees.  His passion is sales and his expertise is in the construction field.  He is the proprietor of Wright Construction Management.  Mr. Wright was very helpful when the Bank upgraded its branch facilities by conceptualizing affordable designs and sharing his project management skills.  He has been instrumental in referring new clients to the Bank particularly from the faith and small business sectors.
 
 Maurice Mitts,the newest director, joined the board in 2008 and serves on the Loan Committee.  Mr. Mitts’ relationship with the Bank started as a customer as he launched his law practice as co-founding partner of Mitts & Milavec, LLC, a multi-disciplined law firm that provides business and litigation counsel to public and private enterprises, government entities and non-profit clients.  His legal expertise and that of his colleagues has filled an important void on the board.
 
 CORPORATE GOVERNANCE
 
 The Bylaws provide that a Board of Directors of not less than five (5) and not more than twenty-five (25) directors shall manage our business. The Board, as provided in the bylaws, is divided into four classes of directors: Class A, Class B, Class C and Class D, with each class being as nearly equal in number as possible. The Board of Directors has fixed the number of directors at nine (9), with three (3) members in Class A, one (1) member in Class B, three (3) members in Class C, and two (2) members in Class D.
 
 Under UBS’ bylaws, persons elected by the Board of Directors to fill a vacancy on the Board serve as directors for the balance of the term of the director who that person succeeds.
  Communicating with the Board of Directors
 
 Shareholders may communicate with any UBS or Bank director or member of a Committee of the Board of Directors of UBS or the Bank by writing to United Bancshares, Inc., Attention: Board of Directors, P.O. Box 54212, Philadelphia, PA 19105.The written communications will be provided to Marionette Y. Wilson, a director and Secretary of the Board of Directors, who will determine the further distribution of the communications which are appropriate based on the nature of the information contained in the communications.  For example, communications concerning accounting internal controls and auditing matters will be shared with the Chairman of the Audit/Compliance Committee of UBS’ Board of Directors.
 
 Code of Conduct
 
 UBS and the Bank have adopted a Code of Business Conduct and Ethics ( the “Code”) that applies to all its directors, employees and officers and including its Chief Executive Officer and its Chief Financial Officer.  The Code meets the requirement of a code of ethics for UBS’ and the Bank’s principal executive officer and principal financial officer or persons performing similar functions under Item 406 of the SEC’s Regulation S-K.  Any amendments to the Code or any waivers of the Code for directors or executive officers will be disclosed promptly on a Form 8-K filed with the SEC or by any other means approved by the SEC.The Code complies with requirements of the Sarbanes – Oxley Act and the listing standards of NASDAQ and UBS provides a copy of the Code to each director, officer and employee.
  Under our Code of Ethics, the Board is responsible for resolving any conflict of interest involving the directors, executive officers and senior financial officers.  The executive officers are responsible for resolving any conflict of interest involving any other officer or employee.
  UBS will provide, without charge, a copy of its Code of Business Conduct and Ethics to any person who requests a copy of the Code.  A copy of the Code may be requested by writing to the President of UBS at United Bank of Philadelphia at 30 S. 15th Street, Suite 1200, Philadelphia, PA  19102.
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 Board Leadership Structure
 
 The positions of the Board Chairman and President and Chief Executive Officer are held by two individuals.  The Board believes this structure is appropriate for UBS and the Bank because of the need for the Chairman to have independence in leading the Board of Directors to oversee and direct management and the President and CEO’s direct involvement in leading management of UBS and the Bank.
 
 Directors’ Qualifications
  In considering any individual nominated to be a director on UBS’ and the Bank’s Board of Directors’, the Board of Directors considers a variety of factors, including whether the candidate is recommended by the Bank’s executive management and the Board’s Nominating Committee, the individual’s professional or personal qualifications, including business experience, education and community and charitable activities and the individual’s familiarity with the communities in which UBS or the Bank is located or is seeking to locate.
 
 Risk Oversight
 
 The Board of Directors establishes and revises policies to identify and manage various risks inherent in the business of the Company, and both directly and through its committees, periodically receives and reviews reports from management to ensure compliance with and evaluate the effectiveness of risk controls.  The President and Chief Executive Officer meets regularly with other senior officers to discuss strategy and risks facing UBS.  Senior management attends monthly Board meetings and is available to address any questions or concerns raised by the Board on risk-management-related and any other matters.  Each month the Board receives presentations from senior management on strategic matters and discusses significant challenges, risks and opportunities for UBS.
 
 The Board has an active role, as a whole and also at the committee level, in overseeing management of the UBS’ risks.  The Audit Committee assists the Board in fulfilling its oversight responsibilities with respect to areas of financial reporting, internal controls and compliance with accounting regulatory requirements.Employees who oversee day-to-day risk management duties, including the Vice President/Chief Risk Officer and Compliance Officer, report their findings to the Audit Committee.  The Loan Committee of the Bank assists the Board with fulfilling its oversight responsibilities with respect to management of risks related to the Bank’s loan portfolio and its credit quality.  The Asset Liability Management Committee of the Bank assists the Board with fulfilling its oversight responsibilities with respect to management of interest risk and the Bank’s investment portfolio.
 
 Nomination for Directors
  Section 3.4 of Article 3 UBS’ Bylaws provides that no shareholder shall be permitted to nominate a candidate for election as a director, unless such shareholder shall provide to the Secretary of UBS information about such candidate as is equivalent to the information concerning candidates nominated by the Board of Directors that was contained in the UBS Proxy Statement for the immediately preceding Annual Meeting of shareholders in connection with election of directors.  Such information consists of the name, age, any position or office held with UBS or the Bank, a description of any arrangement between the candidate and any other person(s), naming such persons pursuant to which he or she was nominated as a director, his/her principal occupation for the five (5) years prior to the meeting, the number of shares of UBS stock beneficially owned by the candidate and a description of any material transactions or series of transactions to which UBS or the Bank is a party and in which the candidate or any of his affiliates has a direct or indirect material interest, which description should specify the amount of the transaction and where practicable the amount of the candidates interest in the transaction.
 
 Such information shall be provided in writing not less than one hundred twenty (120) days before the first anniversary preceding the annual meeting of UBS’ shareholders.  The Chairman of the Board of Directors is required to determine whether the director nominations have been made in accordance with the provisions of the UBS’ Bylaws, and if any nomination is defective, the nomination and any votes cast for the nominee(s) shall be disregarded.
 
 The Nominating Committee’s process for identifying and evaluating nominees for director, including nominees recommended by security holders and for incumbent directors whose terms of office are set to expire, include review of the directors’ overall service during their terms, including meetings attended, level of participation, quality of performance, and contributions towards advancing UBS’s interests and enhancing shareholder value.  With respect to new directors, the
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  procedure includes a review of the candidates’ biographical information and qualifications and a possible check of candidates’ references.  All potential candidates are interviewed by all members of the Committee and other members of the board.  Using this information, the committee evaluates the nominee and determines whether it should recommend to the board that the board nominate or elect to fill a vacancy with the prospective candidate.
 
 The Committee believes the following qualifications must be met by a nominee:  a good character, have a reputation, personally and professionally, consistent with UBS’s image and reputation; be an active or former leaders of organizations; possess knowledge in the field of financial services; have an understanding of the Bank’s marketplace; be independent; be able to represent all of the shareholders; be willing to commit the necessary time to devote to board activities, and be willing to assume fiduciary responsibility.
  Policy for Attendance at Annual Meetings
  UBS has a policy requiring all of its directors to attend UBS’ annual meeting.  At the annual meeting held on December 14, 2012, all of the directors attended the meeting.
 
 GENERAL INFORMATION ABOUT UBS’ AND BANK’S BOARDS OF DIRECTORS
 
 Director Independence
 
 The Board of Directors of the Company and the Bank has determined that all of its members are independent and meet the independence requirements of National Association of Securities Dealers (“ NASDAQ”) except Evelyn F. Smalls.  Because Ms. Smalls is the President and Chief Executive Officer of the Company and the Bank she is not independent as defined by NASDAQ. In determining the independence of its directors, other than Ms. Smalls, the Board of Directors considered routine banking transactions between the Bank and each of the directors, their family members and businesses with whom they are associated.  In each case, the Board of Directors determined that none of the transaction relationships or arrangements impaired the independence of the director.
 
 Meetings and Executive Sessions of Independent Directors
 
 In 2012, the UBS’ and the Bank’s Board of Directors met at least monthly, except in July, and during 2012 held eleven (11) meetings.   The independent directors of UBS and the Bank Boards of Directors hold executive sessions on a regular basis, but, in any event, not less than twice a year.  During 2012, two (2) executive sessions were held.  Each director attended at least 75% of the Board meetings held during 2012 and the committee meetings held by each committee on which the director served.
 
 Information About the Committees of the Boards of Directors of the Corporation and the Bank
 
 The Committees of UBS’ Board of Directors are the Executive Committee, Audit/Compliance Committee, and the Nominating Committee. The Corporation and the Bank have the same committees with the same members for each committee, except that the Bank also has an Asset Liability Management Committee and a Loan Committee.
 
 Executive Committee  The Executive Committee, comprised of L. Armstead Edwards (Chairman), William B. Moore, Joseph T. Drennan, David R. Bright, Evelyn F. Smalls and Marionette Y. Wilson meets, when necessary, at the call of the Chairman, to exercise the authority and powers of the Board of Directors of the Corporation and the Bank at intervals between meetings of the Board of Directors insofar as may be permitted by law. The Executive Committee also meets to discuss and approve certain human resource matters including compensation, and to ratify and approve certain of the Bank’s loans. The Executive Committee held eleven (11) meetings during 2012.
 
 The Board of Directors does not have a Compensation Committee; the Executive Committee performs that function without Evelyn Smalls who serves as an executive officer of the Bank. The Executive Committee, without Evelyn Smalls, who is not independent, serves as the compensation committee and meets to discuss compensation matters.  It annually reviews and approves corporate goals and objectives relevant to CEO compensation, evaluates the CEO’s performance in light of those goals and objectives and determines and approves the compensation and benefits to be paid or provided to Evelyn F. Smalls the President of UBS and Brenda M. Hudson-Nelson Executive Vice President and Chief Financial Officer.  The Committee has the responsibility to review and provide recommendations to the full Board regarding compensation and benefit policies, plans and programs.  Each member of the Compensation Committee is independent as defined by NASDAQ. During 2012, the Executive Committee held one (1) meeting as the Compensation Committee to
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  discuss the performance and compensation of the executive officers.  There is no charter for the Executive Committee acting as a compensation committee.
 
 Audit/Compliance CommitteeThe Audit/Compliance Committee of UBS’ Board of Directors is comprised of Joseph T. Drennan (Chairman), L. Armstead Edwards, Marionette Y. Wilson (Frazier) and William B. Moore, meets when necessary at the call of the Chairman. The Committee meets with the internal auditor to review audit programs and the results of audits of specific areas, as well as other regulatory compliance issues.  The Committee selects the independent registered public accounting firm. In addition, the Committee meets with UBS’ independent registered public accounting firm to review the results of the annual audit and other related matters as well as other regulatory compliance issues.   Each member of the Committee is “independent” as defined in the applicable listing standards of the NASDAQ. The Committee held four (4) meetings during 2012. The Audit Committee charter will be made available, without charge, upon written request by the shareholders of UBS to the corporate secretary of UBS.A copy of the charter is not available on our website but can be found as Exhibit A to our Proxy Statement filed with the SEC on October 27, 2010.
  Each member of the Audit/Compliance Committee is financially literate as defined by NASDAQ.  The Boards of Directors of the Company and the Bank have determined that Joseph T. Drennan is the “Financial Expert,” as defined in the Commission’s regulations.
 
 The Compliance Committee was combined with the Audit Committee and is comprised of the same members.  On a quarterly basis compliance matters are addressed to include the review of regulatory compliance matters, the Bank’s compliance programs and the CRA Act activities.
 
 Nominating Committee.  The Nominating Committee, comprised of L. Armstead Edwards (Chairman), Ernest L. Wright, and Joseph T. Drennan meets at the call of the Chairman. The Committee is responsible for considering and recommending future director nominees to the Board of Directors of UBS and the Bank and the Committee is independent and meets the requirements for independence of NASDAQ. The Nominating Committee does not currently have a formal policy with respect to diversity.  However, in considering nominees for director, the Nominating Committee also considers the Board’s desire to be a diverse body with diversity reflecting gender, ethic background and professional experience.  The Board and the Nominating Committee believe it is essential that the Board members represent diverse viewpoints. The Nominating Committee charter will be made available, without charge, upon written request by the shareholders of UBS to the corporate secretary of UBS. A copy of the charter is not available on our website but can be found as Exhibit A to our Proxy Statement filed with the SEC on October 27, 2010.The Committee held one (1) meeting during 2012 resulting in the nomination of for re-election of three (3) Class A directors.
 
 Asset Liability Management Committee.  The Asset Liability Management Committee of the Bank, comprised of Bernard E. Anderson (Chairman), L. Armstead Edwards, Joseph T. Drennan, Evelyn F. Smalls and Ernest L. Wright meets, when necessary, at the call of the Chairman, to review and manage the Bank’s exposure to interest rate risk, market risk and liquidity risk. . During 2012, the Asset and Liability Management Committee held four (4) meetings.
 
 Loan Committee.The Loan Committee of the Bank, comprised of David R. Bright (Chairman), L. Armstead Edwards, Evelyn F. Smalls, and Ernest Wright meets when necessary to review and approve loans that are $200,000 and over and to discuss other loan-related matters.  During 2012, the Loan Committee held ten (10) meetings.
 
 Board of Directors Compensation
 
 The normal non-officer director fee to be paid by the Bank is Three Hundred Fifty Dollars ($350) for attending each Board meeting and One Hundred Seventy-five Dollars ($175) per quarter for attending the Board of Directors’ Committee meetings. Directors’ fees are not paid to officer directors for attending Bank Board of Directors or Committee meetings. UBS does not pay any fees to any directors for attending UBS’ Board of Directors or Committee meetings.  Effective April 1, 2002, the Board of Directors elected to waive all fees for an indefinite period of time.  Therefore, no table summarizing the compensation paid to non-employee directors is required for the fiscal year ended December 31, 2012.
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 Audit Committee Report
   Management is responsible for the financial reporting process, including the system of internal controls, and for the preparation of our consolidated financial statements in accordance with generally accepted accounting principles. Our independent registered public accounting firm is responsible for auditing those financial statements. The Audit Committee’s responsibility is to monitor and review these processes, acting in an oversight capacity relying on the information provided to it and on the representations made by management and the independent registered accounting firm.
  In connection with the preparation and filing of UBS’ Annual Report on Form 10-K for the year ended December 31, 2012, the Audit Committee (i) reviewed and discussed the consolidated audited financial statements with our management, (ii) discussed with McGladrey LLP, our independent registered public accounting firm, the matters required to be discussed by the standards of the Public Company Oversight Board (“PCAOB”) (United States), (iii) discussed the independence of   McGladrey LLP, and (iv) has received and reviewed the written disclosures and the letter from McGladrey LLP required by PCAOB Rule 3526 “Communication with Audit Committee Concerning Independence” regarding McGladrey LLP’s communications with the Audit Committee concerning independence and has discussed with McGladrey LLP its independence.  Based on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in UBS’ Annual Report on Form 10-K for the year ending December 31, 2012 to be filed with the SEC.
 
 UBS’ Audit Committee is composed of Joseph T. Drennan (Chairman), L. Armstead Edwards, William B. Moore, and Marionette Y. Wilson who each endorsed this report.
  Respectfully submitted:

Joseph T. Drennan (Chairman),

William B. Moore

L. Armstead Edwards,

Marionette Y. Wilson (Frazier)
  UBS’S AND BANK’S EXECUTIVE OFFICERS
 
 The following table sets forth certain information with respect to the current executive officers of UBS and Bank as of March 4, 2013:
 
 Name, Principal Occupation and

Business Experience For Past 5 Years
Age as of

March 4, 2013
Office with the UBS and/or Bank
UBS Stock

Beneficially

OwnedEvelyn F. Smalls(1)(2)
67
President and Chief Executive Officer and

Director of UBS and Bank
500Brenda M. Hudson-Nelson (3)
51
Executive Vice President and Chief Financial Officer

of UBS and Bank
50




Footnote Information Concerning Executive Officers
 (1)
Ms. Smalls was elected as a director and was appointed as President and Chief Executive Officer in June 2000. Prior to that, Ms. Smalls was Senior Vice President of Human Resources and Compliance from October 1993 to May 2000.
 (2)
The President and Chief Executive Officer, currently Evelyn F. Smalls, acts as Trustee of certain voting trust agreements (the “Voting Trusts”) pursuant to which Fahnstock, Inc deposited 5,209 shares of Common Stock of UBS.
 (3)
Ms. Hudson-Nelson was appointed Senior Vice President and Chief Financial Officer in June 2000. Prior to that, Ms. Hudson-Nelson was Vice President and Controller from January 1992 to May 2000.  In May 2002, Ms. Hudson-Nelson was promoted to Executive Vice President and Chief Financial Officer.
 
 SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
 
 Section 16(a) of the Exchange Act requires that UBS’ directors and executive officers file reports of their holdings of UBS’ Common Stock with the SEC. Based on UBS’ records and other information available to UBS believes that the SEC’s Section 16(a) reporting requirements applicable to UBS’ directors and executive officers were complied with for UBS’ fiscal year ended December 31, 2012.
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  ITEM 11 — EXECUTIVE COMPENSATION
 
 The Executive Committee, comprised of L. Armstead Edwards (Chairman of the Board), William B. Moore(Vice Chairman of the Board), Marionette Y. Wilson, Joseph T. Drennan, and David R. Bright but without Evelyn Smalls, who is not independent, serves as the compensation committee and meets to discuss compensation matters.  It annually reviews and approves corporate goals and objectives relevant to CEO compensation, evaluates the CEO’s performance in light of those goals and objectives and determines and approves the compensation and benefits to be paid or provided to the Evelyn F. Smalls the President of UBS and Brenda M. Hudson-Nelson Executive Vice President and Chief Financial Officer.  Each member of the Compensation Committee is independent as defined by NASDAQ. During 2012, the Executive Committee held one (1) meeting as the Compensation Committee.
 
 COMPENSATION DISCUSSION AND ANALYSIS
 
 Compensation Objectives
 The primary objectives of our compensation policy are:
 
 
To attract and retain highly qualified key executive officers essential to our long-term success;
 
To reward properly executive officers for performance, achievement of goals and enhancement of shareholder value.
 
To assist with succession Planning to ensure adequate replacement for key executives
 
 Compensation Philosophy
 
 The compensation philosophy is to compensate our executive officer for performance. However, because of the Bank’s prior designation as a “troubled financial institution”, non-salary benefits had limitations including the inability to offer executives significant deferred compensation, post-retirement benefits or compensation in the event of a change in control.
  The Committee’s Process
 
 The Compensation Committee engaged an independent executive compensation consultant, Hay Group, to assist with carrying out certain responsibilities with respect to executive compensation.  In that regard, the consultant performed a “benchmarking” study of executive officer compensation comparing each officer’s salary and total compensation with a financial services industry database with similar sized and complexity organizations and positions.  The results indicated that the total compensation of the Company’s executive officers was significantly below the average of its peer group.
 
 The goals set forth in the Company’s strategic plan were not met.  While the committee remains focused on the achievement of financial and growth goals, it recognizes that the Bank’s financial results were impacted by the weak economic conditions of the last several years; however, the implementation of a sales driven organization is still a work in progress.  Given these factors and the continued focus on achieving core profitability, no increases were provided to the executive officers in 2012.
 
 Components of Compensation for 2012
 
 For the fiscal year ended December 31, 2012, the components of executive compensation were:
 
 •
Salary;
 •
Life Insurance in the amount of two times salary; and
 •
Automobile Allowance.
 
 Salary
 
 Salary provides the compensation base rate and is intended to be internally fair among executive officers at the same level of responsibility.
 
 In setting the salary for the chief executive officer, the committee considers financial results, organizational development, marketing initiatives, board relations, management development, work on representing us to our customers,
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  clients and the public, and results in developing, expanding and integrating our products and services. The committee also takes into account the effects of inflation. The committee exercises discretion in setting the chief executive officer’s salary and may increase or decrease the chief executive officer’s salary based on our financial performance or on non-financial performance factors, if it so decides. However, the employment contract with Ms. Smalls, chief executive officer, sets a minimum salary of $160,000 per year.
 
 The committee receives evaluations of the other executive officer performance from Ms. Smalls and her recommendations for base salaries for the other officer. The recommendations are based on the officer’s level of responsibility and performance of duties. The committee then reviews and modifies, where appropriate, the recommendations and sets the salaries for the other executive officer.
 
 Life Insurance and Auto Allowance
 
 These benefits help to attract and retain qualified personnel within the current financial constraints.
 
 Summary Compensation Table
 
 The table below summarizes the total compensation paid or earned by each of the Named Executive Officers for the years ended December 31, 2012 and 2011.
 Name and Principal

Position

Year


Salary ($)


Bonus

($)(1)


Stock

Awards

($)(1)


Option

Awards

($)(1)


Non-Equity

Incentive Plan

Compensation(1)


Change in

Pension

Value and

Nonqualified

Deferred

Compensation

Earnings

($)(1)


All Other

Compensation

($)(2)


Total

($)Evelyn F. Smalls

Chief Executive Officer


2012

2011


$
168,000

168,000


$
0

0


$
0

0


$
0

0


$
0

0


$
0

0


$
6,209

6,209


$
174,209

174,209Brenda Hudson-Nelson,

Chief Financial Officer


2012

2011


$
121,000

121,000



0

0



0

0



0

0



0

0



0

0



6,095

6,095



127,095

127,095
 
 (1)
Amounts are not included in the Bonus, Stock Awards, Option Awards, Non-equity Incentive Plan Compensation, Change in Pension and Nonqualified Deferred Compensation Earnings and All Other Compensation columns of the table because no compensation of this nature was paid by UBS or the Bank and the restricted stock awards and long term incentivepayouts columns are not included in the Compensation Table since these benefits are not made available by UBS or the Bank.(2)
UBS’ executives receive a $500 per month automobile allowance. UBS’ executive are provided with life insurance policies equivalent to two times their annual salary for which the cost is $209/annually for Evelyn Smalls and $95/annually for Brenda Hudson-Nelson
 
 Executive Employment Agreements
 
 The Bank entered into an Employment Agreement with Evelyn F. Smalls in November 2004 to continue to serve as the Bank’s President and Chief Executive Officer. The term of the Employment Agreement was three (3) year.  The contract expired in November 2007. Renewal terms are under review by the Compensation Committee.  Ms. Smalls is currently working under the provisions of the expired contract which provide for an annual base salary of $160,000 that may be increased, but not decreased as well as life insurance equivalent to two times her base salary, and a $500 per month automobile allowance.
 
 The Bank entered into an Employment Agreement with Brenda M. Hudson-Nelson in November 2004 to continue to serve as the Bank’s Executive Vice President and Chief Financial Officer. The term of the Employment Agreement was three (3) years.  Renewal terms are under review by the Compensation Committee.  Ms. Hudson-Nelson is currently working under the provisions of the expired contract which provide for an annual base salary of $115,000 that may be increased, but not decreased as well as life insurance equivalent to two times her base salary, and a $500 per month automobile allowance.
 
 
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  Payments Upon Termination
 
 The named executive officers are only entitled to payment of their salary, life insurance, and automobile allowance through the date of termination.
 
 Other Compensation Tables
 
 We have not included a grant of plan-based awards table, an outstanding equity awards table, options exercises and stock vested table, and pension benefits table because those tables are not applicable.
 
 Transactions with Related Parties
  Some of our directors, executive officers, and members of their immediate families and the companies with which they are associated were our customers of and had banking transactions with us in the ordinary course of our business during the year 2012. All loans and commitments to lend were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons.  In our opinion, the transactions and loan commitments did not involve more than normal risk of collectively or present other unfavorable features.
  Our written Audit Committee Charter requires our Audit Committee to approve related party transactions. Our written Policy on Related Party Transactions establishes procedures for the Audit Committee’s review and approve of related party transactions other than excepted transactions and preapproved transactions. Transactions available to all employees generally, and transactions involving less than $120,000 when aggregated with all similar transactions in any calendar year, are excepted transactions. The following types of transactions are preapproved transactions:
  -   Compensation payable to directors or officers if reportable under Item 402 of the Commission’s Regulation S-K;
  -   Compensation payable to an immediate family member of another director or executive officer, if approved by the Executive Committee acting as the Compensation Committee;
  -   Transactions with another company (including charitable contributions, grants or endowments to a charitable organization) at which a related person’s only relationship is as an employee (other than executive officer), director or less than 10% owner, if the aggregate amount involved does not exceed $200,000 or 5% of that company’s total revenues; and
  -   Routine banking relationships that otherwise comply with banking laws and regulations.
  The Audit Committee is to apply the following standards when it reviews related party transactions for approval:
  -   Whether the transaction is on terms no less favorable to the Corporation than terms generally available with an unaffiliated third party under similar circumstances;
  -   The extent of the related person’s interest in the transaction; and
  -   Other factors the committee deems appropriate.
 
 For loan transactions, our written Regulation O Policy requires the Executive Committee to review and approve loan transactions with directors, executive officers and their related interests in accordance with the standards established by Federal Reserve Board Regulation O.
 
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 ITEM 12 — SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
 The following table sets forth certain information known to UBS, as of March 4, 2013 (1), with respect to the only persons to UBS’ knowledge, who may be beneficial owners of more than 5% of UBS’ Common Stock.
 Name and Address

of Beneficial Owner
Amount and Nature of

Beneficial Ownership

of Corporation

Common Stock
Percentage of

Outstanding

Corporation

Common Stock

OwnedPhiladelphia Municipal
71,667
8.20%Retirement System2000 Two Penn CenterPhiladelphia, Pennsylvania 19102Wells Fargo, (formerly, Wachovia Corporation)2
50,000
5.72%301 S College Street, Floor 27Charlotte, NC 28288Greater Philadelphia Urban Affairs Coalition
47,500
5.44%1207 Chestnut Street, Floor 7Philadelphia, PA  19107The Estate of James F. Bodine
44,583
5.10%401 Cypress StreetPhiladelphia, PA  19106
  (1)
As of March 4, 2013, there were 876,921 shares of UBS’ voting Common Stock outstanding.
 (2)
Wells Fargo (formerly Wachovia Corporation) owns 241,666 shares of UBS Common Stock of which 50,000 are voting shares.
 (3)
UBS does not know of any person having or sharing voting power and/or investment power with respect to more than 5% of the UBS’ Common Stock other than Wachovia Corporation (formerly First Union Corporation), Philadelphia Municipal Retirement System, Greater Philadelphia Urban Affairs Coalition, and the Estate of James F. Bodine.
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 The following table lists the beneficial ownership of shares of the UBS’ Common Stock as of March 4, 2013 for each of the UBS’ directors and executive officers.   The table also shows the total number of shares of Common Stock ownership by the directors and executive officers of UBS as a group.
 
 Name

Common

Stock1,2,3


Percent of

Outstanding StockCurrent DirectorsL. Armstead Edwards


10,833



1.24
%Marionette Y. Wilson (Frazier)


17,900



2.05
%Ernest L. Wright


7,084



*Bernard E. Anderson


850



*David R. Bright


850



*Joseph T. Drennan


783



*Maurice R. Mitts


833



*William B. Moore


1,834



*Evelyn F. Smalls


500



*
 
 Certain Executive OfficersEvelyn F. Smalls


500
**


*Brenda M. Hudson-Nelson


50



*All Current Directors and Executive Officers as a Group


41,517



4.75
%
 __________________
 Footnotes Concerning Beneficial Ownership of Stock
 *
Less than one percent.**
Ms. Smalls is also a Director; see listing above.(1)
Stock ownership information is given as of March 4, 2013, and includes shares that the individual has the right to acquire (other than by exercise of stock options) within sixty (60) days of March 4, 2013. Unless otherwise indicated, each director and each such named executive officer holds sole voting and investment power over the shares listed.(2)
The number of shares “beneficially owned” in each case includes, when applicable, shares owned beneficially, directly or indirectly, by the spouse or minor children of the director, and shares owned by any other relatives of the director residing with the director. None of the directors holds title to any shares of UBS of record that such director does not own beneficially.(3)
None of the common stock of directors and executive officers is pledged to secure a debt.
 
 
 ITEM 13 — CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
  Some of our directors, executive officers, and members of their immediate families and the companies with which they are associated were our customers of and had banking transactions with us in the ordinary course of our business during the year 2012 all loans and commitments to lend were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons.  In our opinion, the transactions and loan commitments did not involve more than normal risk of collectively or present other unfavorable features.
  Our written Audit Committee Charter requires our Audit Committee to approve related party transactions. Our written Policy on Related Party Transactions establishes procedures for the Audit Committee’s review and approve of related party transactions other than excepted transactions and preapproved transactions. Transactions available to all employees generally, and transactions involving less than $120,000 when aggregated with all similar transactions in any calendar year, are excepted transactions. The following types of transactions are preapproved transactions:
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   -   Compensation payable to directors or officers if reportable under Item 402 of the Commission’s Regulation S-K;
  -   Compensation payable to an immediate family member of another director or executive officer, if approved by the Executive Committee acting as the Compensation Committee;
  -   Transactions with another company (including charitable contributions, grants or endowments to a charitable organization) at which a related person’s only relationship is as an employee (other than executive officer), director or less than 10% owner, if the aggregate amount involved does not exceed $200,000 or 5% of that company’s total revenues; and
  -   Routine banking relationships that otherwise comply with banking laws and regulations.
  The Audit Committee is to apply the following standards when it reviews related party transactions for approval:
  -   Whether the transaction is on terms no less favorable to the Corporation than terms generally available with an unaffiliated third party under similar circumstances;
  -   The extent of the related person’s interest in the transaction; and
  -   Other factors the committee deems appropriate.
 
 For loan transactions, our written Regulation O Policy requires the Executive Committee to review and approve loan transactions with directors, executive officers and their related interests in accordance with the standards established by Federal Reserve Board Regulation O.
  All of the members of the Board of Directors of UBS and the Bank, except Ms. Smalls, are independent and meet the requirements for independence of the NASDAQ Stock market.
  
 ITEM 14—PRINCIPAL ACCOUNTANT FEES AND SERVICES
 
 The following table presents the fees for each of the last two fiscal years for the UBS’ principal accountants by category:
  2012


2011Audit Fees

$
120,004


$
118,975Audit-related fees


945



1,819Tax fees


11,000



11,000All other fees


-



-Total fees

$
131,949


$
131,799
 
 
 Services Provided by McGladrey LLP
 
 1)
Audit Fees—These are fees for professional services performed by McGladrey LLP in 2012 and 2011 for the audit, including an audit of consolidated  financial statements reporting, and review of financial statements included in our Form 10-Q and Form 10-K filings.2)
Tax Fees—These are fees for professional services performed by McGladrey LLP  with respect to tax compliance and tax advice. This includes preparation of our tax returns, tax research and tax advice.
 
 Our Audit Committee has considered whether the provision of the non-audit services is compatible with maintaining the independence of McGladrey LLP and determined that to be the case.
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  Pre-approval of Services
 
 The Audit Committee pre-approves all auditing services and permitted non-audit services (including the fees and terms thereof) to be performed for UBS by its independent auditor, subject to the minimus exceptions for non-audit services described in Section 10A (i) (1) (B) of the Exchange Act which are approved by the Committee prior to the completion of the audit.  The Audit Committee may form and delegate authority to subcommittees consisting of one or more members when appropriate, including the authority to grant pre-approvals of audit and permitted non-audit services, provided that decisions of such subcommittee to grant pre-approvals shall be presented to the full Audit Committee at its next scheduled meeting. All services performed by the independent public accounting firm are approved by the Audit Committee.
 
 PART IV
 
 ITEM 15 — EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 
 The following documents are filed as part of this report of United Bancshares, Inc.:
 Page(a)
1.
Financial Reports of United Bancshares, Inc.Report of Independent Registered Public Accounting Firm.
60Consolidated Balance Sheets at December 31, 2012 and 2011.
61Consolidated Statements of Operations and comprehensive loss for the two years ended December 31, 2012.
62Consolidated Statements of Changes in Shareholders’ Equity for the two years ended December 31, 2012.
63Consolidated Statements of Cash Flows for the two years ended

December 31, 2012.
64Notes to Consolidated Financial Statements
652.
Financial Statement SchedulesFinancial Statement Schedules are omitted because the required information is either not applicable, not required or is shown in the respective financial statements or in the notes thereto.3.
The following Exhibits are filed herewith or incorporated by reference as a part of this Annual Report:
 
 Exhibit Number
Item(3(i))
Articles of Incorporation (Incorporated by reference to Registrant’s 1998 Form 10-K).(3(ii))
Bylaws (Incorporated by reference to Registrant’s 1997 Form 10-K).(9.1)
Voting Trust Agreement with NationsBank (Incorporated by reference to Registrant’s 1997 Form 10-K).(9.2)
Voting Trust Agreement with Fahnstock (Incorporated by reference to Registrant’s 1997 Form 10-K).
  56
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 (10)
Material Contracts
 
 a)
Lease for corporate headquarters office located at The Graham Building, 30 S. 15th Street, Suite 1200, Philadelphia, PA (Incorporated by reference to Registrant’s 2004 Form 10-K)b)
Lease for branch office located at 1620 Wadsworth Avenue(Incorporated by reference to Registrant’s 2002 Form 10-K)c)
Lease for branch office located at 1015 North Broad Street(Incorporated by reference to Registrant’s 2002 Form 10-K)d)
Evelyn F. Smalls’ Employment Agreement, dated November 1, 2004, (Incorporated by reference to Registrant’s 2005 Form 10-K)e)
Brenda Hudson-Nelson’s Employment Agreement, dated November 1, 2004, , (Incorporated by reference to Registrant’s 2005 Form 10-K)
 
 g)
Lease for Retail office located at The Graham Building, 30 S. 15th Street, Philadelphia, PA, , (Incorporated by reference to Registrant’s 2005 Form 10-K)f)
Lease for branch office located at 1520 North Broad Street (Incorporated by reference to Registrant’s 2005 Form 10-K)g)
First Amendment to lease for corporate headquarters office located at The Graham Building, 30 S. 15th Street, Suite 1200, Philadelphia, PA(incorporated by reference to Registrant’s 2009 Form 10-K)h)
FDIC Stipulation and Consent to Issuance of a Consent Order(incorporated by reference to Registrant’s January 31, 2012 Form 8-K)i)
FDIC Consent Order(incorporated by reference to Registrant’s January 31, 2012 Form 8-K)j)
Pennsylvania Department of Banking Stipulation and Consent to Entry of Order(incorporated by reference to Registrant’s January 31, 2012 Form 8-K)k)
Pennsylvania Department of Banking Consent Order(incorporated by reference to Registrant’s March 5, 2012 Form 8-K/A)
 
 (11)
Statement of Computation of Earnings Per Share.  Included at Note 16 of the Financial Statements hereof.(12)
Statement of Computation of Ratios.  Included at Note 17 of the Financial Statements hereof.(14)
Code of Conduct and Ethics (Incorporated by reference to Registrant’s 2004 10-K)(21)
Subsidiaries of RegistrantName
State of IncorporationUnited Bank of Philadelphia
Pennsylvania(31)
Certification of the Annual Report(31.1) Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.(31.2) Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.(32)
Certification Pursuant to issue of Section 1350(A)
Exhibit 32.1Certification Pursuant to 18U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Chief Executive Officer attached hereto as Exhibit 99.1.   Table of Contents
  (B)
Exhibit 32.2Certification Pursuant to 18U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Chief Financial Officer attached hereto as Exhibit 99.2.(99)
Supplemental Information(A)
The Annual Report to Shareholders and Proxy material will be furnished after the filing of Form 10-K.  Copies of these materials will be submitted to the Commission when they are sent to the shareholders.
 
 
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 SIGNATURES
 
 Pursuant to the requirements of Section 13 or 15(d) 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/s/_________________________________________
May 10, 2013Evelyn F. Smalls, President & CEO, Director/s/_________________________________________
May 10, 2013Brenda M. Hudson-Nelson, EVP, CFO/s/___________________________________
May 10, 2013L. Armstead Edwards, Chairman, Director/s/_________________________________________
May 10, 2013Marionette Y. Wilson(Frazier),  Secretary, Director/s/_________________________________________
May 10, 2013William B. Moore, Secretary,  Vice Chairman, Director/s/________________________________________
May 10, 2013Bernard E. Anderson, Director/s/________________________________________
May 10, 2013David R. Bright, Director/s/________________________________________
May 10, 2013Maurice R. Mitts, Director/s/________________________________________
May 10, 2013Joseph T. Drennan, Treasurer, Director/s/_________________________________________
May 10, 2013Ernest L. Wright, Director
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   Report of Independent Registered Public Accounting Firm
  To the Board of Directors and Shareholders
 United Bancshares, Inc. and Subsidiary
 
 We have audited the consolidated balance sheets of United Bancshares, Inc. and Subsidiary (the “Company”) as of December 31, 2012 and 2011 and the related consolidated statements of operations and comprehensive loss, changes in shareholders’ equity, and cash flows for the years then ended.  These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audits.
 
 We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.
 
 In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of United Bancshares, Inc. and Subsidiary as of December 31, 2012 and 2011, and the results of their operations and their cash flows for the years then ended, in conformity with U.S. generally accepted accounting principles.
 
 The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 12 to the consolidated financial statements, at December 31, 2012, the Company’s regulatory capital amounts and ratios are below the required levels stipulated with Consent Orders between the Company and its regulators under the regulatory framework for prompt corrective action.  Failure to meet the capital requirements exposes the Company to regulatory sanctions that may include restrictions on operations and growth, mandatory asset disposition, and seizure of the Company.  These matters raise substantial doubt about the ability of the Company to continue as a going concern.  The accompanying consolidated financial statements do not include any adjustments that would be necessary should the Company be unable to continue as a going concern.
  /s/ McGladrey LLP
 Blue Bell, Pennsylvania
 May 10, 2013
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  UNITED BANCSHARES, INC. AND SUBSIDIARY
 
 CONSOLIDATED BALANCE SHEETS
 December 31,
 
 Assets:

2012


2011Cash and due from banks

$
2,363,166


$
2,778,924Interest-bearing deposits with banks


306,033



305,405Federal funds sold


7,567,000



11,413,000Cash and cash equivalents


10,236,199



14,497,329Investment securities:Available-for-sale, at fair value


1,027,293



1,280,874Held-to-maturity, at amortized cost (fair value of $12,485,687and $17,738,368 in 2012 and 2011, respectively)


11,895,037



17,209,295Loans, net of unearned discounts and deferred fees


41,501,555



41,502,204Less allowance for loan losses


(1,203,942
)


(867,019
)Net loans


40,297,613



40,635,186Bank premises and equipment, net


562,729



988,170Accrued interest receivable


309,971



342,029Other real estate owned


775,407



1,284,390Intangible assets


135,733



313,811Prepaid expenses and other assets


375,524



465,838Total assets

$
65,615,506


$
77,016,922Liabilities and Shareholders’ EquityLiabilities:Demand deposits, noninterest-bearing

$
14,324,970


$
14,373,040Demand deposits, interest-bearing


15,526,344



16,886,633Savings deposits


14,239,216



14,688,985Time deposits, under $100,000


7,243,593



7,768,057Time deposits, $100,000 and over


9,642,620



17,583,743Total deposits


60,976,743



71,300,458Accrued interest payable


30,500



58,361Accrued expenses and other liabilities


368,278



397,187Total liabilities


61,375,521



71,756,006Commitments and Contingencies (Notes 5, 10, and 14)Shareholders’ equity:Series A preferred stock, noncumulative, 6%, $0.01 par value,

500,000 shares authorized; 136,842 issued and outstanding


1,368



1,368Common stock, $0.01 par value; 2,000,000 shares authorized;876,921 issued and outstanding


8,769



8,769Class B Non-voting common stock; 250,000 shares authorized; $0.01 par value;191,667 issued and outstanding


1,917



1,917Additional paid-in-capital


14,749,852



14,749,852Accumulated deficit


(10,556,078
)


(9,539,831
)Accumulated other comprehensive income


34,157



38,841Total shareholders’ equity


4,239,985



5,260,916Total liabilities and shareholders’ equity

$
65,615,506


$
77,016,922
 
 The accompanying notes are an integral part of these statements.
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  UNITED BANCSHARES, INC. AND SUBSIDIARY
 
 CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
 
 Years ended December 31,
 
 2012


2011Interest income:Interest and fees on loans

$
2,627,890


$
2,665,637Interest on investment securities


439,166



616,754Interest on federal funds sold


17,074



20,100Interest on time deposits with other banks


642



695Total interest income


3,084,772



3,303,186Interest expense:Interest on time deposits


83,300



150,443Interest on demand deposits


48,447



73,139Interest on savings deposits


7,118



11,403Total interest expense


138,865



234,985Net interest income


2,945,907



3,068,201Provision for loan losses


453,000



170,000Net interest income after provision for loan losses


2,492,907



2,898,201Noninterest income:Customer service fees


400,162



379,933ATM fee income


318,503



348,948Loan syndication fee income


145,000



145,000Net (loss) gain on sale of other real estate


(8,273
)


111,291Gain on sale of bank premises


526,990



-Gain on sale of loans


69,163



-Other income


73,194



85,708Total noninterest income


1,524,739



1,070,880Noninterest expense:Salaries, wages and employee benefits


1,554,497



1,643,327Occupancy and equipment


1,066,031



1,096,040Office operations and supplies


304,946



304,373Marketing and public relations


73,448



113,290Professional services


317,880



261,183Data processing


472,737



488,899Loan and collection cost


107,072



133,570Other real estate owned, net


348,908



76,073Deposit insurance assessments


114,786



167,695Other operating


673,588



715,871Total noninterest expense


5,033,893



5,000,321Net loss before income taxes


(1,016,247
)


(1,031,240
)Provision for income taxes


-



-Net loss

$
(1,016,247
)

$
(1,031,240
)Net loss per common share—basic  and diluted

$
(0.95
)

$
(0.97
)Weighted average number of common shares


1,068,588



1,068,588Comprehensive LossNet loss

$
(1,016,247
)

$
(1,031,240
)Unrealized losses on available for sale securities


(4,684
)


(5,260
)Total comprehensive loss

$
(1,020,931
)

$
(1,036,500
)
 
 The accompanying notes are an integral part of these statements.
  61
 Table of Contents
  UNITED BANCSHARES, INC. AND SUBSIDIARY
 
 CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
 
 Years ended December 31, 2012 and 2011
 
 
 AccumulatedAdditional





other


TotalSeries A preferred stock


Common stock


paid-in


Accumulated


comprehensive


shareholders’Shares


Amount


Shares


Amount


capital


deficit


income (loss)


equityBalance at December 31, 2010


136,842


$
1,368



1,068,588


$
10,686


$
14,749,852


$
(8,508,591
)

$
44,101


$
6,297,416Net loss


-



-



-



-



-



(1,031,240
)


-



(1,031,240
)Comprehensive loss,

net of tax


-



-



-



-



-



-



(5,260
)


(5,260
)Balance at December 31, 2011


136,842



1,368



1,068,588



10,686



14,749,852



(9,539,831
)


38,841



5,260,916Net loss


-



-



-



-



-



(1,016,247
)


-



(1,016,247
)Comprehensive loss,

net of tax


-



-



-



-



-







(4,684
)


(4,684
)Balance at December 31, 2012


136,842


$
1,368



1,068,588


$
10,686


$
14,749,852


$
(10,556,078
)

$
34,157


$
4,239,985
 
 The accompanying notes are an integral part of these statements.
  62
 Table of Contents
  UNITED BANCSHARES, INC. AND SUBSIDIARY
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 
 Years ended December 31,
 
 2012


2011Cash flows from operating activities:Net loss

$
(1,016,247
)

$
(1,031,240
)Adjustments to reconcile net loss to net cashused in operating activities:Provision for loan losses


453,000



170,000Net loss (gain) on sale of other real estate


8,273



(111,291
)Gain on sale of loans


(69,163
)


-Gain on sale of bank premises


(526,990
)


-Amortization of premiums on investments


117,544



76,181Amortization of core deposit intangible


178,078



178,078Depreciation on fixed assets


220,281



246,272Write-down of other real estate owned


232,298



3,879Decrease in accrued interest receivable andother assets


122,372



242,480Decrease in accrued interest payable andother liabilities


(56,769
)


(2,061
)Net cash used in operating activities


(337,323
)


(227,702
)Cash flows from investing activities:Purchase of available-for-sale investment securities


-



(262,041
)Purchase of held-to-maturity investment securities


(5,110,337
)


(12,696,606
)Proceeds from maturity and principal reductions ofavailable-for-sale investment securities


244,186



310,689Proceeds from maturity and principal reductions ofheld-to-maturity investment securities


10,311,762



10,553,635Proceeds from sale of other real estate owned


425,528



845,544Net (increase) decrease in loans


(841,001
)


3,279,026Proceeds from sale of loans


637,621



-Proceeds from sale of bank premises


874,943



-Purchase of bank premises and equipment


(142,793
)


(91,095
)Net cash provided by investing activities


6,399,909



1,939,152Cash flows from financing activities:Net (decrease) increase in deposits


(10,323,715
)


4,089,768Net cash (used in) provided by financing activities


(10,323,715
)


4,089,768Net (decrease) increase in cash and cash equivalents


(4,261,130
)


5,801,218Cash and cash equivalents at beginning of year


14,497,329



8,696,111Cash and cash equivalents at end of year

$
10,236,199


$
14,497,329Supplemental disclosure of cash flow information:Cash paid during the year for interest

$
166,726


$
233,531Noncash transfer of loans to other real estate owned

$
157,116


$
602,100
  The accompanying notes are an integral part of these statements.
  63
 Table of Contents
  UNITED BANCSHARES, INC. AND SUBSIDIARY
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
 December 31, 2012 and 2011
 
 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 United Bancshares, Inc. (“the Company”) is the holding company for United Bank of Philadelphia (the “Bank”).  The Company was incorporated under the laws of the Commonwealth of Pennsylvania on April 8, 1993 and provides financial services through the Bank.
 
 Principles of Consolidation
 
 The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, the Bank.  All significant intercompany transactions and balances have been eliminated.
 
 Management’s Use of Estimates
 
 The preparation of the financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP) requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes.  Actual results could differ from those estimates.  Material estimates which are particularly susceptible to significant change in the near term relate to the fair value of investment securities, the determination of the allowance for loan losses, valuation allowance for deferred tax assets, the carrying value of other real estate owned, the determination of other than temporary impairment for securities and consideration of impairment of other intangible assets.
 
 Marketing and Advertising
 
 Marketing and advertising costs are expenses as incurred.
 
 Statement of Cash Flows
 
 For purposes of reporting cash flows, cash and cash equivalents include cash on hand, amounts due from banks, interest bearing deposits with banks that mature within 90 days and federal funds sold on an overnight basis.  Changes in loans made to and deposits received from customers are reported on a net basis.
 
 Securities
 
 Bonds, notes, and debentures for which the Company has both the positive intent and ability to hold to maturity are classified as held-to-maturity and carried at cost, adjusted for premiums and discounts that are recognized in interest income using the interest method over the period to maturity.
 
 Investment securities that would be held for indefinite periods of time but not necessarily to maturity, including securities that would be used as part of the Bank’s asset/liability management strategy and possibly sold in response to changes in interest rates, prepayments and similar factors are classified as “Available for Sale.”  These securities are carried at fair value, with any temporary unrealized gains or losses reported as a separate component of other comprehensive income, net of the related income tax effect.  Gains and losses on the sale of such securities are accounted for on the specific identification basis in the statements of operations on the trade date.
 
 Management evaluates securities for other-than-temporary impairment at least on a quarterly basis, and more frequently when economic or market concern warrants such evaluation.  Declines in the fair value of individual debt securities below their cost that are deemed to be other than temporary result in write-downs of the individual securities to their fair value.  Debt securities that are deemed to be other-than-temporarily impaired are reflected in earnings as realized losses to the extent impairment is related to credit losses. The amount of the impairment for debt securities related to other factors is recognized in other comprehensive income.  In evaluating whether impairment is temporary or other-than-temporary, management first considers whether the Bank intends to sell the security or it is more-likely-than-not that the
  64
 Table of Contents
  
 UNITED BANCSHARES, INC. AND SUBSIDIARY
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
 
 December 31, 2012 and 2011
  1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued
 
 Bank will be required to sell the security prior to recovery.  In these circumstances, the loss is determined to be other-than-temporary and the difference between the security’s fair value and its amortized cost is reflected as a loss in the statement of operations.  If management does not intend to sell the security and likely will not be required to sell the security prior to forecasted recovery, management evaluates whether it expects to recover the entire amortized cost of the debt security or if there is a credit loss.  In evaluating whether there is a credit loss, management considers various qualitative factors which include (1) the length of time and the extent to which the fair value has been less than cost, (2) the reasons for the decline in the fair value, and (3) the financial position and access to capital of the issuer, including the current and future impact of any specific events.  If, based on an analysis of these factors, management concludes that there is a credit loss, then management calculates the expected cash flows and records a loss in earnings equal to the difference between the amortized cost of the debt security and the expected cash flows.  The portion of the decline in fair value that is due to factors other than credit loss is recognized in other comprehensive income.  No investment securities held by the Bank as of December 31, 2012 and 2011 were subjected to a write-down due to credit related other-than-temporary impairment.  Interest income from securities adjusted for the amortization of premiums and accretion of discounts is recognized in interest income using the interest method over the contractual lives of the related securities.  Realized gains and losses, determined using the amortized cost value of the specific securities sold, are included in noninterest income in the statement of operations.
 
 Loans
 
 The Bank has both the positive intent and ability to hold the majority of its loans to maturity.  These loans are stated at the amount of unpaid principal, reduced by net unearned discount and an allowance for loan losses.  Interest income on loans is recognized as earned based on contractual interest rates applied to daily principal amounts outstanding and accretion of discount.  It is the Bank’s policy to discontinue the accrual of interest income when a default of principal or interest exists for a period of 90 days except when, in management’s judgment, the loan is well collateralized and in the process of collection. Interest received on nonaccrual loans is either applied against principal or reported as interest income according to management’s judgment as to collectability of principal.  When interest accruals are discontinued, unpaid accrued interest previously credited to income is reversed and the loan is classified as impaired.
 
 Non-accrual and Past Due Loans
 
 Loans are considered past due if the required principal and interest payments have not been received 30 days as of the date such payments were due.  The Bank generally places a loan on non-accrual status when interest or principal is past due 90 days or more.  If it otherwise appears doubtful that the loan will be repaid, management may place the loan on nonaccrual status before the lapse of 90 days. Interest on loans past due 90 days or more ceases to accrue except for loans that are well collateralized and in the process of collection.  When a loan is placed on nonaccrual status, previously accrued and unpaid interest is reversed out of income.  Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.
 
 Unearned discount is amortized over the weighted average maturity of the related mortgage loan portfolio.  Loan origination and commitment fees and certain direct loan origination costs are deferred, and the net amount is amortized as an adjustment of the related loan’s yield.  The Bank is amortizing these amounts over the contractual life of the loan.
 
 For purchased loans, the discount remaining after the loan loss allocation is being amortized over the remaining life of the purchased loans using the interest method.
 
  65
 Table of Contents
  
 UNITED BANCSHARES, INC. AND SUBSIDIARY
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
 
 December 31, 2012 and 2011
 
 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued
 
 Transfers of Financial Assets
 
 Transfers of financial assets are accounted for as sales when all the components meet the definition of a participating interest and when control over the assets has been surrendered.  A participating interest generally represents (1) a proportionate (pro rata) ownership interest in an entire financial assets, (2) a relationship where from the date of transfer all cash flows received from the entire financial asset are divided proportionately among the participating interest holders in an amount equal  to their share of ownership, (3) the priority of cash flows has certain characteristics, including no reduction in priority, subordination of interest, or recourse to the transferor other than standard representation or warranties, and (4) no party has the right to pledge or exchange the entire financial asset unless all participating interest holders agree to pledge or exchange the entire financial asset.  Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Bank, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and (3) the bank does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity.
 
 Allowance for Loan Losses
 
 The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses.  Loans that are determined to be uncollectible are charged against the allowance account, and subsequent recoveries, if any, are credited to the allowance.  When evaluating the adequacy of the allowance, an assessment of the loan portfolio will typically include changes in the composition and volume of the loan portfolio, overall portfolio quality and past loss experience, review of specific problem loans, current economic conditions which may affect borrowers’ ability to repay, and other factors whichmay warrant current recognition.  Such periodic assessments may, in management’s judgment, require the Bank to recognize additions or reductions to the allowance.
 
 Various regulatory agencies periodically review the adequacy of the Bank’s allowance for loan losses as an integral part of their examination process.  Such agencies may require the Bank to recognize additions or reductions to the allowance based on their evaluation of information available to them at the time of their examination.  It is reasonably possible that the above factors may change significantly and, therefore, affects management’s determination of the allowance for loan losses in the near term.
 
 The allowance consists of specific and general components. The specific component relates to loans that are classified as impaired.  For those loans that are classified as impaired, an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan.  The general component covers non-impaired loans and is based on historical charge-off experience, other qualitative factors, and adjustments made to the allowance for pools of loans after an assessment of internal or external influences on credit quality that are not fully reflected in the historical loss or risk rating data.  The Bank does not allocate reserves for unfunded commitments to fund lines of credit.
 
  66
 Table of Contents
   UNITED BANCSHARES, INC. AND SUBSIDIARY
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
 
 December 31, 2012 and 2011
 
 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued
 
 A loan is considered impaired when, based on current information and events, it is probable that the Bank will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement.  Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due.  Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired.  Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior
 payment record, and the amount of the shortfall in relation to the principal and interest owed.  The Bank will identify and assess loans that may be impaired through any of the following processes:
 · During regularly scheduled meetings of the Asset Quality Committee
 · During regular reviews of the delinquency report
 · During the course of routine account servicing, annual review, or credit file update
 · Upon receipt of verifiable evidence of a material reduction in the value of collateral to a level that creates a less than desirable LTV ratio
 
 Impairment is measured on a loan by loan basis for commercial loans by either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price, or the fair value of the collateral if the loan is collateral dependent.
 
 Large groups of smaller, homogeneous loans, including consumer installment and home equity loans, 1-4 family residential mortgages, and student loans are evaluated collectively for impairment.Accordingly, the Bank does not separately identify individual consumer and residential loans for impairment disclosures.
 
 Bank Premises and Equipment
 
 Bank premises and equipment are stated at cost less accumulated depreciation.  Depreciation is computed on the straight-line method over the estimated useful lives of the assets.  Amortization of leasehold improvements is computed over the shorter of the related lease term or the useful life of the assets.
 
 Income Taxes
 
 The liability method is used in accounting for income taxes.  Deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.  Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.  Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.  Realization of deferred tax assets is dependent on generating sufficient taxable income in the future.
 
 When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that ultimately would be sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more-likely-than not that the position will
  67
 Table of Contents
  
 UNITED BANCSHARES, INC. AND SUBSIDIARY
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
 
 December 31, 2012 and 2011
 
 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued
 
 be sustained upon examination, including the resolution of appeals or litigation processes, if any. The evaluation of a tax position taken is considered by itself and not offset or aggregated with other positions. Tax positions that meet the more-likely-than not recognition threshold are measured as the largest amount of tax benefit that is more than 50  percent likely of being realized upon settlement with the applicable taxing authority. The portion of benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination.  It is the Bank’s policy to recognize interest and penalties related to unrecognized tax liabilities within income tax expense in the statement of operations.
 
 The Bank does not have an accrual for uncertain tax positions as of December 31, 2012 or 2011, as deductions taken and benefits accrued are based on widely understood administrative practices and procedures and are based on clear and unambiguous tax law.
 
 Earnings (Loss) Per Share (“EPS”)
 
 Basic EPS excludes dilution and is computed by dividing income available to common shareholders by the weighted average common shares outstanding during the period.  Diluted EPS takes into account the potential dilution that could occur if securities or other contracts to issue common stock were exercised and converted into common stock.
 
 Off-Balance-Sheet Financial Instruments
 
 In the ordinary course of business, the Bank has entered into off-balance-sheet financial instruments consisting of commitments to extend credit and letters of credit.  Such financial instruments are recorded in the financial statements when they become payable.
 
 Intangible Assets
 
 On September 24, 1999, the Bank acquired four branches from First Union Corporation with deposits totaling $31.5 million.   As a result of the acquisition, the Bank recorded a core deposit intangible of $2,449,488.    The core deposit intangible is being amortized over 14 years.
 
 2012


2011Core Deposit Premium (cost)

$
2,449,488


$
2,449,488Less accumulated amortization


(2,313,755
)


(2,135,677
)$
135,733


$
313,811
 
 Amortization of the intangible totaled approximately $178,000 for each of the years ended December 31, 2012 and 2011.  The amortization of the intangible is projected to be approximately $136,000 in 2013.  Intangible assets are reviewed for possible impairment when events or changed circumstances may affect the underlying basis of the net asset.  Such reviews include an analysis of current results and take into consideration the discounted value of projected operating cash flows. No impairment has been recognized.
 
  68
 Table of Contents
  UNITED BANCSHARES, INC. AND SUBSIDIARY
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
 
 December 31, 2012 and 2011
 
 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued
 Other Real Estate Owned
 
 Real estate properties acquired through, or in lieu of, loan foreclosure are to be sold and are initially recorded at fair value, net of estimated cost to sell, at the date of foreclosure, establishing a new cost basis.  After foreclosure, valuations are periodically performed by management, and the real estate is carried at the lower of carrying amount or fair value less the cost to sell.  Revenue and expenses from operations and changes in valuation allowance are charged to operations.  The Bank had approximately $775,000 and $1,284,000 in foreclosed real estate as of December 31, 2012 and 2011, respectively.
 
 Segments
 
 The Company has one reportable segment, “Community Banking.” All of the Company’s activities are interrelated, and each activity is dependent and assessed based on how each of the activities of the Company supports the other.  For example, commercial lending is dependent upon the ability of the Bank to fund it with retail deposits and other borrowings and to manage interest rate and credit risk.  This situation is also similar for consumer and residential mortgage lending.  Accordingly, all significant operating decisions are based upon analysis of the Company as one operating segment or unit.
 
 Reclassifications
 
 Certain reclassifications have been made to the prior years’ financial statements to conform to the 2012 presentation, with no impact on earnings or shareholders’ equity.
 
 Comprehensive Loss
 
 Comprehensive loss includes net loss as well as certain other items that result in a change to equity during the period. The components of other comprehensive income are as follows:
 
 December 31, 2012Before tax


Tax


Net of taxamount


benefit


AmountUnrealized loss on securitiesUnrealized holding loss arising during period

$
(6,990
)

$
2,307


$
(4,684
)Less: reclassification adjustment for gains (losses)realized in net loss


-



-



-Other comprehensive loss, net

$
(6,990
)

$
2,307


$
(4,684
)December 31, 2011Before tax


Tax


Net of taxamount


benefit


AmountUnrealized loss on securitiesUnrealized holding loss arising during period

$
(7,851
)

$
2,591


$
(5,260
)Less: reclassification adjustment for gains (losses)realized in net loss


-



-



-Other comprehensive loss, net

$
(7,851
)

$
2,591


$
(5,260
)
 (Continued)
  69
 Table of Contents
  UNITED BANCSHARES, INC. AND SUBSIDIARY
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
 
 December 31, 2012 and 2011
 
 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued
 
 Recent Accounting Pronouncements
 
 In May 2011, the FASB issued Accounting Standards Update (ASU) No. 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. This ASU represents the converged guidance of the FASB and the International Accounting Standards Board (the “Boards”) on fair value measurement. The collective efforts of the Boards and their staffs, reflected in ASU 2011-04, have resulted in common requirements for measuring fair value and for disclosing information about fair value measurements, including a consistent meaning of the term “fair value.” The Boards have concluded the common requirements will result in greater comparability of fair value measurements presented and disclosed in financial statements prepared in accordance with U.S. GAAP and International Financial Reporting Standards. The amendments to the Codification in ASU 2011-04 are to be applied prospectively. For public entities, the amendments are effective during interim and annual periods beginning after December 15, 2011.  The Company adopted ASU No. 2011-04 as of March 31, 2012.
 
 In June 2011, the FASB issued Accounting Standards Update (ASU) No. 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income. This ASU amends the Codification to allow an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. ASU 2011-05 eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders' equity. The amendments to the Codification in ASU 2011-05 do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income.  ASU 2011-05 should be applied retrospectively. For public entities, the amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. The Company adopted ASU 2011-05 during the quarter ended March 31, 2012 and presents comprehensive loss in a single continuous statement.
 
 In December 2011, the FASB issued Accounting Standards Update ASU 2011-11: Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities.The amendments in this Update require an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. This Update affects all entities that have financial instruments and derivative instruments that are either (1) offset in accordance with either Section 210-20-45 or Section 815-10-45 or (2) subject to an enforceable master netting arrangement or similar agreement. The requirements amend the disclosure requirements on offsetting in Section 210-20-50. This information is intended to enable users of an entity’s financial statements to evaluate the effect or potential effect of netting arrangements on an entity’s financial position, including the effect or potential effect of rights of setoff associated with certain financial instruments and derivative instruments in the scope of this Update. The amendments are effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. An entity should provide the disclosures required by those amendments retrospectively for all comparative periods presented. The Company is evaluating the impact of ASU 2011-11 on its consolidated financial statements.
  In February 2013, the FASB issued an update (ASU 2013-02 – Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income) which requires entities to disclose, for items reclassified out of accumulated other comprehensive income (“AOCI”) and into net income in their entirety, the effect of the reclassification on each affected net income line item and, for AOCI reclassification items that are not reclassified in their entirety into net income, a cross reference to other required U.S. GAAP disclosures. The guidance is effective for annual and interim reporting periods beginning after December 15, 2012; early adoption is allowed. The Company is currently evaluating the impact of this guidance but does not expect it to have a material impact on its financial statements.
  70
 Table of Contents
  
 
 UNITED BANCSHARES, INC. AND SUBSIDIARY
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
 
 December 31, 2012 and 2011
 
 2.  CASH AND DUE FROM BANK BALANCES
 
 The Bank maintains various deposit accounts with other banks to meet normal fund transaction requirements and to compensate other banks for certain correspondent services.  The withdrawal or usage restrictions of these balances did not have a significant impact on the operations of the Bank as of December 31, 2012.  Reserve balances were $100,000 and $125,000 as of December 31, 2012 and 2011, respectively.
 
 3. INVESTMENTS
 
 The amortized cost, gross unrealized holding gains and losses, and estimated fair value of the available-for-sale and held-to-maturity investment securities by major security type at December 31, 2012 and 2011 are as follows:
  (In 000’s)

2012Gross


GrossAmortized


unrealized


unrealized


FairCost


gains


losses


valueAvailable-for-sale:Government Sponsored Enterprises residential mortgage-backed securities

$
847


$
51



-


$
898Investments in money market funds


129



-



-



129$
976


$
51



-


$
1,027Held-to-maturity:U.S. Government agency securities

$
3,605


$
159


$
(4
)

$
3,760Government Sponsored Enterprises residential mortgage-backed securities


8,290



437



(1
)


8,726$
11,895


$
596


$
(5
)

$
12,486
 2011Gross


GrossAmortized


unrealized


unrealized


FairCost


gains


losses


ValueAvailable-for-sale:Government Sponsored Enterprises residential mortgage-backed securities

$
1,094


$
58



-


$
1,152Investments in money market funds


129



-



-



129$
1,223


$
58



-


$
1,281Held-to-maturity:U.S. Government agency securities

$
7,531


$
158



-


$
7,689Government Sponsored Enterprises residential mortgage-backed securities


9,678



373



(2
)


10,049$
17,209


$
531


$
(2
)

$
17,738
 
 In 2012, $7,725,000 in U.S. Government agencies securities were called.  In 2011, $8,863,000 in U.S. Government agencies securities were called.  There was $2,571 in gross losses from these transactions during 2012. There were no gross gains or losses realized from these transactions during 2011. No securities were sold during 2012 or 2011.
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 UNITED BANCSHARES, INC. AND SUBSIDIARY
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
 
 December 31, 2012 and 2011
 
 3.  INVESTMENTS-Continued
 
 The table below indicates the length of time individual securities held-to-maturity have been in a continuous unrealized loss position at December 31, 2012 (in thousands):
 
 Number


Less than 12 months


12 months or longer


TotalDescription of

of


Fair


Unrealized


Fair


Unrealized


Fair


UnrealizedSecurities

securities


value


Losses


value


losses


value


lossesU.S. Governmentagency securities


3


$
746


$
(4
)

$
-


$
-


$
746


$
(4
)Mortgage backedsecurities


2


$
253


$
(1
)

$
-


$
-


$
253


$
(1
)Total temporarilyimpaired investmentsecurities


5


$
999


$
(5
)

$
-


$
-


$
999


$
(5
)
 
 The table below indicates the length of time individual securities held-to-maturity have been in a continuous unrealized loss position at December 31, 2011 (in thousands):
 
 Number


Less than 12 months


12 months or longer


TotalDescription of

of


Fair


Unrealized


Fair


Unrealized


Fair


UnrealizedSecurities

securities


value


Losses


Value


losses


value


lossesMortgage backedsecurities


4


$
1,018



(2
)


-



-


$
1,018



(2
)Total temporarilyimpaired investmentsecurities


4


$
1,018


$
(2
)

$
-


$
-


$
1,018


$
(2
)
  U.S. Government and Agency Securities.Unrealized losses on the Company’s investments in direct obligations of U.S. government agencies were caused by interest rate increases. The contractual terms of those investments do not permit the issuer to settle the securities at a price less than the amortized cost bases of the investments. Because the Company does not intend to sell the investments and it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost basis, which may be maturity, the Company does not consider those investments to be other-than-temporarily impaired at December 31, 2012.
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 UNITED BANCSHARES, INC. AND SUBSIDIARY
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
 
 December 31, 2012 and 2011
 
 Residential Government Sponsored Enterprise Mortgage-Backed Securities. Unrealized losses on the Company’s investment in government sponsored enterprise mortgage-backed securities may be caused by interest rate increases. The Company purchased those investments at a discount relative to their face amount, and the contractual cash flows of those investments are guaranteed by an agency of the U.S. government. Accordingly, it is expected that the securities would not be settled at a price less than the amortized cost bases of the Company’s investments. Because the decline in fair value is attributable to changes in interest rates and not credit quality, and because the Company does not intend to sell the investments and it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost bases, which may be maturity, the Company does not consider those investments to be other-than-temporarily impaired at December 31, 2012 and 2011.
 
 The Company has a process in place to identify debt securities that could potentially have a credit impairment that is other than temporary.  This process involves monitoring late payments, pricing levels, downgrades by rating agencies, key financial ratios, financial statements, revenue forecasts and cash flow projections as indicators of credit issues.  On a quarterly basis, we review all securities to determine whether an other-than-temporary decline in value exists and whether losses should be recognized. We consider relevant facts and circumstances in evaluating whether a credit or interest rate-related impairment of a security is other than temporary. Relevant facts and circumstances considered include: (1) the extent and length of time the fair value has been below cost; (2) the reasons for the decline in value; (3) the financial position and access to capital of the issuer, including the current and future impact of any specific events and (4) for fixed maturity securities, our intent to sell a security or whether it is more likely than not we will be required to sell the security before the recovery of its amortized cost which, in some cases, may extend to maturity and for equity securities, our ability and intent to hold the security for a period of time that allows for the recovery in value.
 
 Maturities of investment securities classified as available-for-sale and held-to-maturity at December 31, 2011 were as follows. Expected maturities may differ from contractual maturities because the underlying mortgages supporting mortgage backed securities may be prepaid without any penalties. Consequently, mortgage-backed securities are not presented by maturity category.
 (In 000’s)
 Amortized


FairCost


ValueAvailable-for-sale:Due in one year

$
-


$
-Due after one year through five years


-



-Due after five years through ten years


-



-Government-sponsored enterprises

residential mortgage-backed securities


847



898Total debt securities


847



898Investments in money market funds


129



129$
976


$
1,027Held-to-maturity:Due in one year

$
-


$
-Due after one year through five years


250



269Due after five years through ten years


3,355



3,491Due after ten years


-



-Government-sponsored enterprises

residential mortgage-backed securities


8,290



8,726$
11,895


$
12,486
 
 As of December 31, 2012 and 2011, investment securities with a carrying value of $10,041,655 and $17,953,933, respectively, were pledged as collateral to secure public deposits and contingent borrowing at the Discount Window.
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 UNITED BANCSHARES, INC. AND SUBSIDIARY
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
 
 December 31, 2012 and 2011
 
 4.  LOANS AND ALLOWANCE FOR LOAN LOSSES
 
 The composition of the net loans is as follows:
 December 31,


December 31,(In 000's)

2012


2011Commercial and industrial:Commercial

$
1,462


$
1,486SBA loans


125



235Asset-based


2,147



2,009Total commercial and industrial


3,734



3,730Commercial real estate:Commercial mortgages


14,720



14,676SBA loans


621



477Construction


3,398



1,391Religious organizations


12,642



13,653Total commercial real estate


31,381



30,197Consumer real estate:Home equity loans


1,453



2,145Home equity lines of credit


26



851-4 family residential mortgages


3,140



3,356Total consumer real estate


4,619



5,586Total real estate


36,000



35,783Consumer and other:Consumer installment


30



58Student loans


1,588



1,761Other


150



170Total consumer and other


1,768



1,989Loans, net

$
41,502


$
41,502
 
 At December 31, 2012 and 2011, unamortized net deferred fees totaled $107,803 and $106,551, respectively, and are included in the related loan accounts. At December 31, 2012 and 2011, the unearned discount totaled $29,660 and $39,024, respectively, and are included in the related loan accounts.
 
 Loan Origination/Risk Management.  The Bank has lending policies and procedures in place to maximize loan income within an acceptable level of risk.  Management reviews and approves these policies and procedures on a regular basis.  A reporting system supplements the review process by providing management with periodic reports related to loan origination, asset quality, concentrations of credit, loan delinquencies and non-performing and emerging problem loans.  Diversification in the portfolio is a means of managing risk with fluctuations in economic conditions.
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 UNITED BANCSHARES, INC. AND SUBSIDIARY
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
 
 December 31, 2012 and 2011
 
 Commercial and industrial loans are underwritten after evaluating and understanding the borrower’s ability to operate prudently to service the projected debt.  Once it is determined that the borrower’s management possesses sound ethics and solid business acumen, the Bank’s management examines current and projected cash flows to determine the ability of the borrower to repay their obligations as agreed.  Commercial and industrial loans are primarily based on the identified cash flows of the borrower and secondarily on the underlying collateral provided by the borrower.  The cash flows of borrowers, however, may not be as expected and collateral securing these loans may fluctuate in value.  Most commercial and industrial loans are secured by the assets being financed or other business assets such as accounts receivable. The Bank may also seek credit enhancements for commercial and industrial loans from the Small Business Administration, Department of Transportation or other available programs.  Generally, the Bank utilizes an advance formula for loans secured by eligible accounts receivable and other available programs to mitigate risk.
 
 Commercial real estate loans are subject to underwriting standards and processes similar to commercial and industrial loans. These loans are viewed as cash flow loans first and secondarily as loans secured by real estate.  Commercial real estate loans typically have higher principal amounts and the repayment of these loans is dependent on the successful operation of property securing the loan or business conducted on the property securing the loan.  Commercial real estate loans may be more adversely affected by conditions in the real estate markets or in the general economy.  The Bank tracks the level of owner occupied versus non-owner occupied loans.   Typically, owner-occupied real estate loans represent less risk for the Bank.
 
 The Bank’s commercial real estate loans are largely concentrated in loans to religious organizations. These loans are generally made to these organizations are primarily for expansion and repair of church facilities (construction loans).  The source of repayment is viewed as cash flow from tithes and offerings and secondarily as loans secured by real estate.
 
 The Bank’s construction lending has primarily involved lending for construction of commercial properties although the Bank does lend funds for construction of single-family residences. Construction loans are underwritten utilizing feasibility studies, independent appraisals, analysis of lease rates, and the financial analysis of the developers and property owners. Construction loans are generally based upon estimates of costs and value associated with the complete project. These estimates can be inaccurate. Construction loans often involve the disbursement of substantial funds with repayment substantially dependent on the success of the ultimate project. Loan proceeds are disbursed during the construction phase according to a draw schedule based on the stage of completion. Construction projects are inspected by contracted inspectors or bank personnel. These loans are considered to have higher risks than other real estate loans due to their ultimate repayment being sensitive to interest rate changes, regulations of real property, general economic conditions and the availability of long-term financing.
 
 Consumer loans are underwritten after an analysis of the borrower’s past and present financial information including credit score, personal financial statements, tax returns and other information deemed necessary to calculate debt service ratios that determine the ability of a borrower to repay the loan.  Minimum debt service ratios have been established by policy.  Underwriting standards for home equity loans are also heavily influenced by statutory requirements, which include, but are not limited to, a maximum loan-to-value percentage of 80% and documentation requirements.
 
 The Bank performs an annual loan review by an independent third party firm that reviews and validates the credit risk program.  The results of these reviews are presented to the board and management.  The loan review process reinforces the risk identification and assessment decisions made by lenders and credit administration personnel, as well as the Bank’s policies and procedures.
 
 Concentrations of Credit.  The Bank’s loan portfolio is concentrated in commercial real estate and commercial and industrial loans   Approximately $15.3 million of these loans are secured by owner occupied commercial real estate as of December 31, 2012. The Bank continues to have a significant concentration in lending to religious organizations for which total loans at December 31, 2012 were $12.6 million, or 36%, of the commercial portfolio.
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 UNITED BANCSHARES, INC. AND SUBSIDIARY
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
 
 December 31, 2012 and 2011
 
 Related Party Loans.  In the ordinary course of business, the Bank granted loans to certain directors, executive officers and there affiliates (collectively referred to as “related parties”).  These loans were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other unaffiliated persons and do not involve more than normal risk of collectability.  Activity in related party loans is presented in the following table.
 
 2012


2011Balance outstanding at January 1,

$
1,702,648


$
1,931,722Principal additions


30,000



-Principal reductions


(160,622
)

$
(229,074
)Balance outstanding at December 31,

$
1,572,026


$
1,702,648
 
 
 Non-accrual and Past Due Loans.Loans are considered past due if the required principal and interest payments have not been received 30 days as of the date such payments were due.  The Bank generally places a loan on non-accrual status when interest or principal is past due 90 days or more.  If it otherwise appears doubtful that the loan will be repaid, management may place the loan on nonaccrual status before the lapse of 90 days. Interest on loans past due 90 days or more ceases to accrue except for loans that are well collateralized and in the process of collection.  When a loan is placed on nonaccrual status, previously accrued and unpaid interest is reversed out of income.  Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.
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 UNITED BANCSHARES, INC. AND SUBSIDIARY
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
 
 December 31, 2012 and 2011
 
 An age analysis of past due loans, segregated by class of loans, as of December 31, 2012 follows:
 
 (In 000's)




AccruingLoans


Loans 90 or30-89 Days


More Days





Total Past


CurrentPast Due


Past Due


Nonaccrual


Due Loans


Loans


Total LoansCommercial and industrial:Commercial

$
15


$
-


$
873



888


$
574


$
1,462SBA loans


-



-



-



-



125



125Asset-based


83



-



99



182



1,965



2,147Total Commercial and industrial


98



-



972



1,070



2,664



3,734Commercial real estate:Commercial mortgages


306



-



649



955



13,765



14,720SBA loans


-



-



-



-



621



621Construction


-



-



-



-



3,398



3,398Religious organizations


-



-



674



674



11,968



12,642Total Commercial real estate


306



-



1,323



1,629



29,752



31,381Consumer real estate:Home equity loans


274



44



63



381



1,072



1,453Home equity lines of credit


-



26



-



26



-



261-4 family residential mortgages


69



-



226



295



2,845



3,140Total consumer real estate


343



70



289



702



3,917



4,619Total real estate


649



70



1,612



2,331



33,669



36,000Consumer and other:Consumer installment


-



-



-



-



30



30Student loans


87



141



-



228



1,360



1,588Other


5



-



-



5



145



150Total consumer and other


92



141



-



233



1,535



1,768Total loans

$
839


$
211


$
2,584


$
3,634


$
37,867


$
41,502
 
 
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  UNITED BANCSHARES, INC. AND SUBSIDIARY
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
 
 December 31, 2012 and 2011
 
 An age analysis of past due loans, segregated by class of loans, as of December 31, 2011 is as follows:
 
 (In 000's)




AccruingLoans


Loans 90 or30-89 Days


More Days





Total Past


CurrentPast Due


Past Due


Nonaccrual


Due Loans


Loans


Total LoansCommercial and industrial:Commercial

$
32


$
-


$
491


$
523


$
963


$
1,486SBA loans


-



-



-



-



235



235Asset-based


-



-



101



101



1,908



2,009Total commercial and industrial


32



-



592



624



3,106



3,730Commercial real estate:Commercial mortgages


99



-



677



776



13,900



14,676SBA loans


-



-



-



-



477



477Construction


-



-



-



-



1,391



1,391Religious organizations


559



173



418



1,150



12,503



13,653Total commercial real estate


658



173



1,095



1,926



28,271



30,197Consumer real estate:Home equity loans


173



152



106



431



1,714



2,145Home equity lines of credit


-



-



38



38



47



851-4 family residential mortgages


-



-



301



301



3,055



3,356Total consumer real estate


173



152



445



770



4,816



5,586Total real estate


831



325



1,540



2,696



33,087



35,783Consumer and other:Consumer installment


-



-



-



-



58



58Student loans


112



146



-



258



1,503



1,761Other


3



-



-



3



167



170Total consumer and other


115



146



-



261



1,728



1,989Total loans

$
978


$
471


$
2,132


$
3,581


$
37,921


$
41,502
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 UNITED BANCSHARES, INC. AND SUBSIDIARY
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
 
 December 31, 2012 and 2011
 
 
  Impaired Loans. The Bank identifies a loan as impaired when it is probable that interest and principal will not be collected according to the contractual terms of the loan agreement. The Bank recognizes interest income on impaired loans under the cash basis when the collateral on the loan is sufficient to cover the outstanding obligation to the Bank.   If these factors do not exist, the Bank will record interest payments on the cost recovery basis.
  In accordance with guidance provided by ASC 310-10, Accounting by Creditors for Impairment of a Loan, management employs one of three methods to determine and measure impairment: the Present Value of Future Cash Flow Method; the Fair Value of Collateral Method; or the Observable Market Price of a Loan Method.  To perform an impairment analysis, the Company reviews a loan’s internally assigned grade, its outstanding balance, guarantors, collateral, strategy, and a current report of the action being implemented. Based on the nature of the specific loans, one of the impairment methods is chosen for the respective loan and any impairment is determined, based on criteria established in ASC 310-10.
  The Company makes partial charge-offs of impaired loans when the impairment is deemed permanent and is considered a loss.  To date, these charge-offs have only included the unguaranteed portion of Small Business Administration (“SBA”) loans.  Specific reserves are allocated to cover “other-than-permanent”impairment for which the underlying collateral value may fluctuate with market conditions. During the years ended December 31, 2012 and 2011, there were no partial charge-offs of impaired loans.
  Consumer real estate and other loans are not individually evaluated for impairment, but collectively evaluated, because they are pools of smaller balance homogeneous loans.
  Year-end 2012 impaired loans are set forth in the following table.
 (In 000’s)

Unpaid

Contractual


Recorded

Investment


Recorded

Investment


Total





Average


Interest

recognizedPrincipal


With No


With


Recorded


Related


Recorded


on impairedBalance


Allowance


Allowance


Investment


Allowance


Investment


loansCommercial and industrial:Commercial

$
873


$
78


$
795


$
873


$
695


$
541


$
11SBA  loans


49



-



49



49



49



29



-Asset-based


99



-



99



99



99



119



-Total Commercial and industrial


1,021



78



943



1,021



843



689



11Commercial real estate:Commercial mortgages


649



649



-



649



-



681



1SBA  Loans


-



-



-



-



-



-



-Religious Organizations


674



674



-



674



-



420



27Total Commercial real estate


1,323



1,323



-



1,323



-



1,101



28Total Loans

$
2,344


$
1,401


$
943


$
2,344


$
843


$
1,790


$
39
  79
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  UNITED BANCSHARES, INC. AND SUBSIDIARY
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
 
 December 31, 2012 and 2011
 
 Year-end 2011 impaired loans are set forth in the following table.
 
 (In 000’s)

Unpaid

Contractual


Recorded

Investment


Recorded

Investment


Total





Average


Interest

recognizedPrincipal


With No


With


Recorded


Related


Recorded


on impairedBalance


Allowance


Allowance


Investment


Allowance


Investment


loansCommercial and industrial:Commercial

$
491


$
78


$
413


$
491


$
246


$
483


$
-SBA  loans


-



-



-



-



-



15



-Asset-based


101



-



101



101



62



59



-Total Commercial and industrial


592



78



514



592



308



557



-Commercial real estate:Commercial mortgages


677



677



-



677



-



797



2SBA  Loans


-



-



-



-



-



49



-Religious Organizations


418



418



-



418



-



436



3Total Commercial real estate


1,095



1,095



-



1,095



-



1,282



5Total Loans

$
1,687


$
1,173


$
514


$
1,687


$
308


$
1,839


$
5
 
 Credit Quality Indicators.  For commercial loans, management uses internally assigned risk ratings as the best indicator of credit quality.  Each loan’s internal risk weighting is assigned at origination and updated at least annually and more frequently if circumstances warrant a change in risk rating.  The Bank uses a 1 through 8 loan grading system that follows regulatory accepted definitions as follows:
 
 ·
Risk ratings of “1” through “3” are used for loans that are performing and meet and are expected to continue to meet all of the terms and conditions set forth in the original loan documentation and are generally current on principal and interest payments.  Loans with these risk ratings are reflected as “Good/Excellent” and “Satisfactory” in the following table.
 ·
Risk ratings of “4” are assigned to “Pass/Watch” loans which may require a higher degree of regular, careful attention.  Borrowers may be exhibiting weaker balance sheets and positive but inconsistent cash flow coverage. Borrowers in this classification generally exhibit a higher level of credit risk and are not adversely classified and do not expose the Bank to sufficient risk to warrant adverse classification. Loans with this rating would not normally be acceptable as new credits unless they are adequately secured and/or carry substantial guarantors. Loans with this rating are reflected as “Pass” in the following table.
 ·
Risk ratings of “5” are assigned to “Special Mention” loans that do not presently expose the Bank to a significant degree of risks, but have potential weaknesses/deficiencies deserving Management’s closer attention.  If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the Bank’s credit position at some future date. No loss of principal or interest is envisioned.  Borrower is experiencing adverse operating trends, which potentially could impair debt, services capacity and may necessitate restructuring of credit.  Secondary sources of repayment are accessible and considered adequate to cover the Bank's exposure. However a restructuring of the debt should result in repayment.  The asset is currently protected, but is potentially weak.  This category may include credits with inadequate loan agreements, control over the collateral or an unbalanced position in the balance sheet which has not reached a point where the liquidation is jeopardized but exceptions are considered material. These borrowers would have limited ability to obtain credit elsewhere.
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  UNITED BANCSHARES, INC. AND SUBSIDIARY
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
 
 December 31, 2012 and 2011
 
 ·
Risk ratings of “6” are assigned to ‘Substandard” loans which are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Assets must have a well-defined weakness. They are characterized by the distinct possibility that some loss is possible if the deficiencies are not corrected. The borrower’s recent performance indicated an inability to repay the debt, even if restructured. Primary source of repayment is gone or severely impaired and the Bank may have to rely upon the secondary source. Secondary sources of repayment (e.g., guarantors and collateral) should be adequate for a full recovery. Flaws in documentation may leave the bank in a subordinated or unsecured position when the collateral is needed for the repayment.
 
 ·
Risk ratings of “7” are assigned to “Doubtful” loans which have all the weaknesses inherent in those classified “Substandard” with the added characteristic that the weakness makes the collection or liquidation in full, on the basis of current existing facts, conditions, and values, highly questionable and improbable.  The borrower's recent performance indicates an inability to repay the debt.  Recovery from secondary sources is uncertain.  The possibility of a loss is extremely high, but because of certain important and reasonably- specific pending factors, its classification as a loss is deferred.
 
 ·
Risk rating of “8” are assigned to “Loss” loans which are considered non-collectible and do not warrant classification as active assets.  They are recommended for charge-off if attempts to recover will be long term in nature.  This classification does not mean that an asset has no recovery or salvage value, but rather, that it is not practical or desirable to defer writing off the loss, although a future recovery may be possible.  Loss should always be taken in the period in which they surface and are identified as non-collectible as a result there is no tabular presentation.
 
 For consumer and residential mortgage loans, management uses performing versus nonperforming as the best indicator of credit quality.  Nonperforming loans consist of loans that are not accruing interest (nonaccrual loans) as a result of principal or interest being in default for a period of 90 days or more or when the ability to collect principal and interest according to contractual terms is in doubt.  These credit quality indicators are updated on an ongoing basis.  A loan is placed on nonaccrual status as soon as management believes there is doubt as to the ultimate ability to collect interest on a loan.
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 UNITED BANCSHARES, INC. AND SUBSIDIARY
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
 
 December 31, 2012 and 2011
 
 The tables below detail the Bank’s loans by class according to their credit quality indictors discussed above.
 
 (In 000's)

Commercial Loans, December 31, 2012Good/ Excellent


Satisfactory


Pass


Special Mention


Substandard


Doubtful


TotalCommercial and industrial:Commercial

$
250


$
104


$
15


$
220


$
480


$
393


$
1,462SBA loans


-



27



-



49



49



-



125Asset-based


-



1,869



125



54



99



-



2,147250



2,000



140



323



628



393



3,734Commercial real estate:Commercial mortgages


-



12,678



1,322



-



403



317



14,721SBA Loans


-



621



-



-



-



-



621Construction


-



2,767



-



-



631



-



3,398Religious organizations


-



8,183



3,623



162



674



-



12,642-



24,349



4,945



162



1,708



317



31,381Total commercial loans

$
250


$
26,249


$
5,085


$
485


$
2,336


$
710


$
33,115
  Residential Mortgage and Consumer Loans December 31, 2012- Performing/NonperformingPerforming


Nonperforming


TotalConsumer Real Estate:Home equity

$
1,390


$
63


$
1,453Home equity line of credit


26



-



261-4 family residential mortgages


2,914



226



3,1404,330



289



4,619Consumer Other:Consumer Installment


30



-



30Student loans


1,588



-



1,588Other


150



-



1501,768



-



1,768Total  consumer loans

$
6,098


$
289


$
6,387Total loans












$ 41,502
 
  82
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 UNITED BANCSHARES, INC. AND SUBSIDIARY
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
 
 December 31, 2012 and 2011
  (In 000's)







Commercial Loans, December 31, 2011Good/ Excellent


Satisfactory


Pass


Special Mention


Substandard


Doubtful


TotalCommercial and industrial:Commercial

$
379


$
586


$
-


$
31


$
264


$
226


$
1,486SBA loans


-



130



56



-



49



-



235Asset-based


-



1,847



61



-



101



-



2,009379



2,563



117



31



414



226



3,730Commercial real estate:Commercial mortgages


-



13,117



151



-



1,408



-



14,676SBA Loans


-



472



-



-



5



-



477Construction


-



1,391



-



-



-



-



1,391Religious organizations


-



9,751



2,925



-



977



-



13,653-



24,731



3,076



-



2,390



-



30,197Total commercial loans

$
379


$
27,294


$
3,193


$
31


$
2,804


$
226


$
33,927
  Residential Mortgage and Consumer Loans December 31, 2011- Performing/NonperformingPerforming


Nonperforming


TotalConsumer Real Estate:Home equity

$
2,039


$
106


$
2,145Home equity line of credit


47



38



851-4 family residential mortgages


3,055



301



3,3565,141



445



5,586Consumer Other:Consumer Installment


58



-



58Student loans


1,761



-



1,761Other


170



-



1701,989



-



1,989Total  consumer loans

$
7,130


$
445


$
7,575Total loans












$ 41,502
  83
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  UNITED BANCSHARES, INC. AND SUBSIDIARY
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
 
 December 31, 2012 and 2011
  Allowance for loan losses. The determination of the allowance for loan losses involves a higher degree of judgment and complexity than its other significant accounting policies. The allowance is the accumulation of three components that are calculated based on various independent methodologies that are based on management’s estimates. The three components are as follows:
  ·Specific Loan Evaluation Component – Includes the specific evaluation of impaired loans.
 ·Historical Charge-Off Component – Applies a rolling, eight-quarter historical charge-off rate to all pools of non-classified loans.
 ·Qualitative Factors Component – The loan portfolio is broken down into multiple homogenous sub classifications, upon which multiple factors (such as delinquency trends, economic conditions, concentrations, growth/volume trends, and management/staff ability) are evaluated, resulting in an allowance amount for each of the sub classifications. The sum of these amounts comprises the Qualitative Factors Component.
  All of these factors may be susceptible to significant change. There has been no change in qualitative factors during the year ending December 31, 2012 except for commercial and industrial loans for which there was an increase as a result of unfavorable trends. However, the average rolling eight quarter net loss factors have declined during the period in each portfolio segment as a result of a lower level of net charge-offs in 2012, with the exception of the factor for commercial and industrial loans that increased as a result of unfavorable trends. 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.
  According to the Bank’s policy, a loss (“charge-off”) is to be recognized and charged to the allowance for loan losses as soon as a loan is recognized as uncollectible. All credits that are 90 days or more past due must be analyzed for the Bank’s ability to collect the outstanding principal and/or interest. Once a loss is known to exist, the charge-off approval process must be followed for all loan types. An analysis of the activity in the allowance for loan losses for the years 2012 and 2011 is as follows:
  (in 000's)

For the Year Ended December 31, 2012Commercial and industrial


Commercial real estate


Consumer real estate


Consumer and other loans


TotalBeginning balance

$
387


$
412


$
68


$
-


$
867Provision for loan losses


560



(112
)


-



5



453Charge-offs


(56
)


-



(80
)


(21
)


(157
)Recoveries


-



8



17



16



41Net charge-offs


(56
)


8



(63
)


(5
)


(116
)Ending balance

$
891


$
308


$
5


$
-


$
1,204
  84
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 UNITED BANCSHARES, INC. AND SUBSIDIARY
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
 
 December 31, 2012 and 2011
 
 (in 000's)




For the Year Ended December 31, 2011Commercial and industrial


Commercial real estate


Consumer real estate


Consumer and other loans


TotalBeginning balance

$
301


$
553


$
52


$
20


$
926Provision for loan losses


150



-



15



5



170Charge-offs


(65
)


(150
)


(5
)


(46
)


(266
)Recoveries


1



9



6



21



37Net charge-offs


(64
)


(141
)


1



(25
)


(229
)Ending balance

$
387


$
412


$
68


$
-


$
867
 
 (in 000's)




As of December 31, 2012Commercial and industrial


Commercial real estate


Consumer real estate


Consumer and other loans


TotalPeriod-end amount allocated to:Loans individually evaluated for impairment

$
843


$
-


$
-


$
-


$
843Loans collectively  evaluated for impairment


48



308



5



-



361$
891


$
308


$
5


$
-


$
1,204Loans, ending balance:Loans individually evaluated for impairment

$
1,021


$
1,323


$
-


$
-


$
2,344Loans collectively  evaluated for impairment


2,713



30,058



4,619



1,768



39,158Total

$
3,734


$
31,381


$
4,619


$
1,768


$
41,502
 
 (in 000's)




As of December 31, 2011Commercial and industrial


Commercial real estate


Consumer real estate


Consumer and other loans


TotalPeriod-end amount allocated to:Loans individually evaluated for impairment

$
308


$
-


$
-


$
-


$
308Loans collectively  evaluated for impairment


79



412



68



-



559$
387


$
412


$
68


$
-


$
867Loans, ending balance:Loans individually evaluated for impairment

$
592


$
1,095


$
-


$
-


$
1,687Loans collectively  evaluated for impairment


3,138



29,102



5,586



1,989



39,815Total

$
3,730


$
30,197


$
5,586


$
1,989


$
41,502
 Troubled debt restructurings (“TDRs”).  TDRs occur when a creditor, for economic or legal reasons related to a debtor’s financial condition, grants a concession to the debtor that it would not otherwise consider, such as a below market interest rate, extending the maturity of a loan, or a combination of both. The Company made modifications to certain loans in its commercial loan portfolio that included the term out of lines of credit to begin the amortization of principal.  The terms of these loans do not include any financial concessions and are consistent with the current market.  Management reviews all loan modifications to determine whether the modification qualifies as a TDR (i.e. whether the creditor has been granted a concession or is experiencing financial difficulties).  Based on this review and evaluation, none of the loans modified during 2012 and 2011 met the criteria of a TDR.  In addition,  the Company had no loans classified as TDRs at December 31, 2012 and 2011.
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 UNITED BANCSHARES, INC. AND SUBSIDIARY
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
 
 December 31, 2012 and 2011
 
 5.  BANK PREMISES AND EQUIPMENT
 
 The major classes of bank premises and equipment and the total accumulated depreciation are as follows at December 31:
 
 (In 000’s)
Estimateduseful life

2012


2011Buildings and leasehold improvements
10-15 years

$
874


$
1,328Furniture and equipment
3- 7 years


775



746$
1,649



2,074Less accumulated depreciation



(1,086
)


(1,086
)$
563


$
988
 
 Depreciation expense on fixed assets totaled $220,281 and $246,272 for the years ended December 31, 2012 and 2011, respectively.
 
 The Bank leases other facilities and other equipment under non-cancelable operating lease agreements. The amount of expense for operating leases for the years ended December 31, 2012 and 2011was $465,800 and $454,895, respectively. Future minimum lease payments under operating leases are as follows:
 
 (In 000’s)
 Year ending December 31,

Operating leases2013

$
5012014


4932015


4892016


1712017


103Thereafter


168Total minimum lease payments

$
1,925
 
 In December 2012, the Bank sold its branch located at 38th and Lancaster Avenue in Philadelphia for $875,000 and realized a gain of approximately $527,000 on the sale.  Simultaneous with the sale, the Bank entered into a License Agreement that expires on April 28, 2013 to operate the branch until the office is closed and operations transferred to a branch located at corporate headquarters.  In addition, the Bank entered into a one year Operating Agreement for its ATM located at 38th and Lancaster Avenue.
 
  6.  OTHER REAL ESTATE OWNED
  Other real estate owned (“OREO”) consists of properties acquired as a result of deed in-lieu-of foreclosure and foreclosures. Properties or other assets are classified as OREO and are reported at the lower of carrying value or fair value, less estimated costs to sell. Costs relating to the development or improvement of assets are capitalized, and costs relating to holding the property are charged to expense.
  
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   UNITED BANCSHARES, INC. AND SUBSIDIARY
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
 
 December 31, 2012 and 2011
 
 The following schedule reflects the components of other real estate owned at December 31, 2012 and 2011:
 
 (in 000's)
2012


2011Commercial real estate
$
206


$
206Residential real estate

569



1,079Total
$
775


$
1,285
  A summary of the change in other real estate owned follows:
  (in 000's)

Year Ended


Year EndedDecember 31, 2012


December 31, 2011Beginning balance

$
1,285


$
1,417Additions, transfers from loans


156



602Proceeds from sales, net


(434
)


(730
)1,007



1,289Less: write-downs


(232
)


(4
)Ending Balance

$
775


$
1,285
  The following table details the components of net expense of other real estate owned for the years ended December 31, 2012 and 2011:
 (in 000's)

Year ended December 31,2012


2011Insurance

$
24


$
20Legal fees


5



-Maintenance


3



9Professional fees


8



19Real estate taxes


99



15Utilites


21



9Transfer-in write-up


(43
)


-Impairment charges


232



4$
349


$
76
 
 7.  DEPOSITS
 
 At December 31, 2012, the scheduled maturities of time deposits (certificates of deposit) are as follows:
  (In 000’s)
2013

$
15,2442014


9752015


4412016


1332017


57Thereafter


36$
16,886
 
 At December 31, 2012, the Company has a significant deposit relationship with the City of Philadelphia for which deposits totaled approximately $7.3 million, including a $5 million time deposit.
  87
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 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
 
 December 31, 2012 and 2011
 8.   BORROWINGS
 
 At December 31, 2012, the Bank has the ability to borrow up to $1.5 million on a fully secured basis at the Discount Window of the Federal Reserve Bank for which the Bank currently has $1.75 million in securities.  As of December 31, 2012 and 2011, the Bank had no borrowings outstanding.
 
 9. INCOME TAXES
 
 At December 31, 2012, the Bank has net operating loss carry forwards of approximately $8,440,000 for income tax purposes that expire in 2013 through 2027.
 
 Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amount used for income tax purposes.  For financial reporting purposes, a valuation allowance of $3,442,769 and $3,035,058 as of December 31, 2012 and 2011, respectively, has been recognized to offset the net deferred tax assets related to the cumulative temporary differences and the tax loss carry forwards.  Significant components of the Bank’s net deferred tax assets are as follows:
 
 December 31,2012


2011Deferred tax assets(liabilities):Provision for loan losses

$
333,853


$
212,652Unrealized gain on investment securities


(17,334
)


(19,710
)Depreciation


94,393



369,764Net operating loss carryforwards


2,897,243



2,313,074Other, net


134,614



159,278Valuation allowance for deferred tax assets


(3,442,769
)


(3,035,058
)Net deferred tax assets

$
-


$
-
   2012


2011Effective rate reconciliation:Tax at statutory rate (34%)

$
(345,524
)

$
(350,622
)Nondeductible expenses


6,507



6,278Increase in valuation allowance


407,711



285,290Other


(68,694
)


59,054Total tax expense

$
-


$
-
 
 Management has evaluated the Bank’s tax positions and concluded that the Bank has taken no uncertain tax positions that require adjustment to the financial statements. With few exceptions, the Bank is no longer subject to income tax examinations by the U.S. federal, state or local tax authorities for the years before 2009.
 
 10.  FINANCIAL INSTRUMENT COMMITMENTS
 
 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.
  88
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  UNITED BANCSHARES, INC. AND SUBSIDIARY
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
 
 December 31, 2012 and 2011
 Summaries of the Bank’s financial instrument commitments are as follows:
 
 2012


2011Commitments to extend credit

$
9,484,309


$
9,162,490Outstanding letters of credit


1,173,374



1,208,183
 
 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 and unused credit card lines.  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.
 
 Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party.  The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers.
  11.  FAIR VALUE MEASUREMENTS
 
 The Company uses fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. In accordance with the Fair Value Measurements and Disclosures topic of FASB ASC 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for the Bank's various assets and liabilities. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument.
 
 The fair value guidance provides a consistent definition of fair value, which focuses on exit price in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants at the measurement date under current market conditions. If there has been a significant decrease in the volume and level of activity for the asset or liability, a change in valuation technique or the use of multiple valuation techniques may be appropriate. In such instances, determining the price at which willing market participants would transact at the measurement date under current market conditions depends on the facts and circumstances and requires the use of significant judgment. The fair value is a reasonable point within the range that is most representative of fair value under current market conditions. In accordance with this guidance, the Company groups its assets and liabilities carried or disclosed at fair value in three levels as follows:
 
 Level 1
 o Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
 
 Level 2 Inputs
 o Quoted prices for similar assets or liabilities in active markets.
 o Quoted prices for identical or similar assets or liabilities in markets that are not active.
 o 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.”
  89
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  UNITED BANCSHARES, INC. AND SUBSIDIARY
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
 
 December 31, 2012 and 2011
 
 Level 3 Inputs
 o
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.
 o
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.
 
 An asset’s or liability’s financial categorization within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement.
 
 Fair Value on a Recurring Basis
 
 Securities Available for Sale:  Where quoted prices are available in an active market, securities would be classified within Level 1 of the valuation hierarchy. Level 1 securities include money market funds. If quoted market prices are not available, then fair values are estimated by using pricing models, quoted prices of securities with similar characteristics, or discounted cash flow. Level 2 securities include U.S. agency securities and mortgage backed agency securities. In certain cases where there is limited activity or less transparency around inputs to the valuation, securities are classified within Level 3 of the valuation hierarchy.
 
 Assets on the consolidated balance sheets measured at fair value on a recurring basis are summarized below.
  (in 000’s)




Fair Value Measurements at Reporting Date Using:Assets/Liabilities Measured at Fair Value at December 31, 2012


Quoted Prices in Active Markets for Identical Assets (Level 1)


Significant Other Observable Inputs (Level 2)


Significant Unobservable Inputs (Level 3)Investment securities available-for-sale:Government Sponsored Enterprises residential mortgage-backed securities

$
898


$
-


$
898



-Money Market Funds


129



129



-



-Total

$
1,027


$
129


$
898
   (in 000’s)




Fair Value Measurements at Reporting Date Using:Assets/Liabilities Measured at Fair Value at December 31, 2011


Quoted Prices in Active Markets for Identical Assets (Level 1)


Significant Other Observable Inputs (Level 2)


Significant Unobservable Inputs (Level 3)Investment securities available-for-sale:Government Sponsored Enterprises residential mortgage-backed securities

$
1,152


$
-


$
1,152



-Money Market Funds


129



129



-



-Total

$
1,281


$
129


$
1,281
 As of December 31, 2012 and 2011, the fair value of the Bank’s available-for-sale securities portfolio was approximately $1,027,000 and $1,281,000, respectively.  The portfolio primarily consisted of residential mortgage-backed securities, which had a fair value of approximately $898,000 and $1,152,000 at December 31, 2012 and 2011, respectively.  All the residential mortgage-backed securities were issued or guaranteed by the Government National Mortgage Association (“GNMA”), the Federal National Mortgage Association (“FNMA”) or the Federal Home Loan Mortgage Corporation (“FHLMC”).  The
  90
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 UNITED BANCSHARES, INC. AND SUBSIDIARY
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
 
 December 31, 2012 and 2011
 
 underlying loans for these securities are residential mortgages that are geographically dispersed throughout the United States.  The valuation of AFS securities using Level 2 inputs was primarily determined using the market approach, which uses quoted prices for similar instruments and all relevant information.  There were no transfers between Level 1 and Level 2 assets during the years ended December 31, 2012 or 2011.
 
 Fair Value on a Nonrecurring Basis
 
 Certain assets 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).
 
 Impaired Loans (net of specific reserves):  The carrying value of certain impaired loans is derived in accordance with FASB ASC Topic 310, “Receivables”.  Impairment is determined based on the loan’s observable market price or the fair value of the collateral if the loan is collateral dependent.  Appraised and reported values for collateral dependent loans may be discounted based on management’s historical knowledge, changes in market conditions from the time of valuation. The Bank will discount the value 6-10% for selling and closing costs.  The valuation allowance for impaired loans is included in the allowance for loan losses in the balance sheets.  The valuation allowance for impaired loans at December 31, 2012 and December 31, 2011 was approximately $843,000 and $308,000, respectively.
 
 Other real estate owned:  Other real estate owned (“OREO”) consists of properties acquired as a result of foreclosures and deeds in-lieu-of foreclosure. Properties are classified as OREO and are reported at the lower of cost or fair value less cost to sell.  The valuation allowance for OREO at December 31, 2012 and 2011 was approximately $233,000 and $4,000, respectively.
 
 The following table presents the assets carried on the consolidated balance sheets by level within the fair value hierarchy as of December 31, 2012, for which a nonrecurring change in fair value has been recorded during the year ended December 31, 2012.
 
 Carrying Value at December 31, 2012:
  (in 000’s)

Total


Quoted Prices in Active markets for Identical Assets

(Level 1)


Significant Other Observable Inputs

(Level 2)


Significant Unobservable Inputs

(Level 3)


Total fair value gain (loss) during the year ended

December 31, 2012Impaired Loans

$
1,501



-



-


$
1,501


$
(843
)Other real estate owned


775



-



-



775



(233
)




The following table presents the assets and liabilities carried on the consolidated balance sheets by level within the fair value hierarchy as of December 31, 2011, for which a nonrecurring change in fair value has been recorded during the year ended December 31, 2011.


Carrying Value at December 31, 2011:
  (in 000’s)

Total


Quoted Prices in Active markets for Identical Assets

(Level 1)


Significant Other Observable Inputs

(Level 2)


Significant Unobservable Inputs

(Level 3)


Total fair value gain (loss) during the year ended

December 31, 2011Impaired Loans

$
1,379



-



-


$
1,379


$
(308
)Other real estate owned


1,284



-



-



1,284



(4
)
 91
 Table of Contents
 
 
 
 UNITED BANCSHARES, INC. AND SUBSIDIARY
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
 
 December 31, 2012 and 2011
 
 Fair Value of Financial Instruments
 
 FASB ASC Topic 825 “Disclosure About Fair Value of Financial Instruments”, requires the disclosure of the fair value of financial instruments.  The methodology for estimating the fair value of financial assets that are measured on a recurring or non recurring basis are discussed above.
 
 The following methods and assumptions were used by the Bank in estimating its fair value disclosures for other financial instruments:
 
 Cash and cash equivalents, accrued interest receivable, and accrued interest payable: The carrying amounts reported  in the balance sheet approximates fair value.
 
 Investment securities: Fair values for investment securities available for sale are as described above.  Investment securities held to maturity are determined in a similar manner.
 
 Loans (other than impaired loans): The fair value of loans was estimated using a discounted cash flow analysis, which considered estimated pre­payments, amortizations, and non performance risk.  Prepayments and discount rates were based on current marketplace estimates and rates.  Residential mortgage loans were discounted at the current effective yield, including fees, of conventional loans, adjusted for their maturities with a spread to the Treasury yield curve
 Deposit liabilities: The fair values disclosed for demand deposits (e.g., interest and noninterest checking, passbook savings, and certain types of money market accounts) are equal to the amounts payable on demand at the reporting date (e.g., their carrying amounts).  The carrying amounts for variable-rate, fixed-term money market accounts and certificates of deposit approximate the fair values at the reporting date.  Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation.  The Treasury Yield Curve was utilized for discounting cash flows as it approximates the average marketplace certificate of deposit rates across the relevant maturity spectrum.
 
 Commitments to extend credit: The carrying amounts for commitments to extend credit approximate fair value as such commitments are not substantially different from the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the present creditworthiness of the counterparts.  Such amounts were not significant.
 
 The fair value of financial instruments at year-end are presented below:
 
 (in 000’s)
 Level in
2012
2011Value
Carrying
Fair
Carrying
FairAssets:
Hierarchy
Amount
Value
Amount
ValueCash and cash equivalents
Level 1
$10,236
$10,236
$14,497
$14,497Available for sale securities
(1)
1,027
1,027
1,281
1,281Held to maturity securities
Level 2
11,895
12,486
17,209
17,738Loans, net of allowance for loan losses
(2)
40,298
40,325
40,635
40,552Interest receivable
Level 2
310
310
342
342Liabilities:Demand deposits
Level 2
29,851
29,851
31,260
31,260Savings deposits
Level 2
14,239
14,239
14,689
14,689Time deposits
Level 2
16,886
16,902
25,352
25,401Interest Payable
Level 2
368
368
397
397
 (1) Level 1 for money market funds; Level 2 for all other securities.
 (2) Level 2 for non-impaired loans; Level 3 for impaired loans.
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 December 31, 2012 and 2011
  
  12.  CONSOLIDATED FINANCIAL INFORMATION—PARENT COMPANY ONLY
 
 Condensed Balance Sheets
 (Dollars in thousands)

2012


2011Assets:Cash and cash equivalents

$
-


$
20Investment in United Bank of Philadelphia


4,240



5,241Total assets

$
4,240


$
5,261Shareholders’ equity:Series A preferred stock


1



1Common stock


11



11Additional paid-in capital


14,750



14,750Accumulated deficit


(10,556
)


(9,540
)Net unrealized holding gains on securities available-for-sale


34



39Total shareholders’ equity

$
4,240


$
5,261
 
 Condensed Statements of Operations
 Years ended December 31,(Dollars in thousands)

2012


2011Other Expenses

$
(20
)

$
(50
)Equity in net loss of subsidiary


(996
)


(981
)Net loss

$
(1,016
)

$
(1,031
)  Condensed Statements of Cash FlowsYears ended December 31,(Dollars in thousands)


2012



2011Cash flows from operating activities:Net loss

$
(1,016
)

$
(1,031
)Adjustments:Equity in net loss of subsidiary


996



981Net cash used in operating activities


(20
)


(50
)Cash and cash equivalents at beginning of year


20



70Cash and cash equivalents at end of year

$
-


$
20
 
 
 
  93
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 UNITED BANCSHARES, INC. AND SUBSIDIARY
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
 
 December 31, 2012 and 2011
 
 13.  REGULATORY MATTERS AND GOING CONCERN
 
 The Bank engages in the commercial banking business, with a particular focus on serving African Americans, Hispanics and women, and is subject to substantial competition from financial institutions in the Bank’s service area.  As a bank holding company and a banking subsidiary, the Company and the Bank, respectively, are subject to regulation by the FDIC and the Pennsylvania Department of Banking (“PADOB”) and are required to maintain capital requirements established by those regulators. Effective January 1, 2010, the FDIC became the Bank’s primary regulator after it voluntarily surrendered its Federal Reserve Membership.
 
 Prompt corrective actions may be taken by those regulators against banks that do not meet minimum capital requirements.  Prompt corrective actions range from restriction or prohibition of certain activities to the appointment of a receiver or conservator of an institution’s net assets.  Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary, actions by regulators that if undertaken, could have a direct material effect on the Bank’s financial statements.  Under capital adequacy guidelines that involve quantitative measures of the Bank’s assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices, the Bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.
 
 Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the table below) of total Tier I capital (as defined in the regulations) for capital adequacy purposes to risk-weighted assets (as defined).
 
 Although the bank meets the framework to be considered “well capitalized” as setforth in tables below, the most recent notification as of September 30, 2012, from the FDIC and PADOB categorized the Bank as “adequately capitalized” under the regulatory framework for prompt and corrective action due to the Orders.     The Bank’s growth and other operating factors such as the need for additional pro­visions to the allowance for loans losses may have an adverse effect on its capital ratios.
 
 The Company and the Bank’s actual capital amounts and ratios are as follows:
 
 Actual


For capital adequacy purposes


To be well capitalized under prompt corrective

action provisionsAmount


Ratio


Amount


Ratio


Amount


RatioAs of December 31, 2012:Total capital to risk-weighted assets:Consolidated

$
4,584



11.16
%

$
3,287



8.00
%


N/ABank


4,584



11.16
%


3,287



8.00
%

$
4,109



10.00
%Tier I capital to risk-weighted assets:Consolidated


4,070



9.91
%


1,644



4.00
%


N/ABank


4,070



9.91
%


1,644



4.00
%


2,465



6.00
%Tier I capital to average assets:Consolidated


4,070



6.00
%


2,715



4.00
%


N/ABank


4,070



6.00
%


2,715



4.00
%


3,394



5.00
%
 
  94
 Table of Contents
  UNITED BANCSHARES, INC. AND SUBSIDIARY
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
 
 December 31, 2012 and 2011
 
 
 
 Actual
For capital adequacy purposes
To be well capitalized under prompt corrective

action provisionsAmount
Ratio
Amount
Ratio
Amount
RatioAs of December 31, 2011:Total capital to risk-weighted assets:Consolidated
$5,460
12.45%
$3,513
8.00%
N/ABank
5,440
12.41%
3,507
8.00%
$4,384
10.00%Tier I capital to risk-weighted assets:Consolidated
4,908
11.20%
1,756
4.00%
N/ABank
4,888
11.15%
1,754
4.00%
2,630
6.00%Tier I capital to average assets:Consolidated
4,908
6.29%
3,122
4.00%
N/ABank
4,888
6.27%
3,119
4.00%
3,899
5.00%
  On January 31, 2012, the Bank entered into stipulations consenting to the issuance of Consent Orders with the Federal Deposit Insurance Corporation (“FDIC”) and the Pennsylvania Department of Banking (“Department”).  The material terms of the Consent Orders are identical.  The Consent Orders require the Bank to
 
 ·
increase participation of the Bank’s board of directors in the Bank’s affairs by having the board assume full responsibility for approving the Bank’s policies and objectives and for supervising the Bank’s management;
 
 ·
have and retain qualified management, and notify the FDIC and the Department of any changes in the Bank’s board of directors or senior executive officers;
 
 ·
retain a bank consultant acceptable to the FDIC and the Department to develop a written analysis and assessment of the Bank’s management needs and thereafter formulate a written management plan;
 
 ·
formulate and implement written profit and budget plans for each year during which the orders are in effect;
 
 ·
develop and implement a strategic plan for each year during which the orders are in effect, to be revised annually;
 
 ·
develop a written capital plan detailing the manner in which the Bank will meet and maintain a ratio of Tier 1 capital to total assets (“leverage ratio”) of at least 8.5% and a ratio of qualifying total capital to risk-weighted assets (total risk-based capital ratio) of at least 12.5%, within a reasonable but unspecified time period;
 
 ·
formulate a written plan to reduce the Bank’s risk positions in each asset or loan in excess of $100,000 classified as “Doubtful” or “Substandard” at its current regulatory examination;
 
 ·
eliminate all assets classified as “Loss” at its current regulatory examination;
 
 ·
revise the Bank’s loan policy to establish and monitor procedures for adherence to the loan policy and to eliminate credit administration and underwriting deficiencies identified at its current regulatory examination;
  95
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  UNITED BANCSHARES, INC. AND SUBSIDIARY
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
 
 December 31, 2012 and 2011
 
 ·
develop a comprehensive policy and methodology for determining the allowance for loan and lease losses;
 
 ·
develop an interest rate risk policy and procedures to identify, measure, monitor and control the nature and amount of interest rate risk the Bank takes;
 
 ·
revise its liquidity and funds management policy and update and review the policy annually;
 
 ·
refrain from accepting any brokered deposits;
 
 ·
refrain from paying cash dividends without prior approval of the FDIC and the Department;
 
 ·
establish an oversight committee of the board of directors of the Bank with the responsibility to ensure the Bank’s compliance with the orders, and
 
 ·
prepare and submit quarterly reports to the FDIC and the Department detailing the actions taken to secure compliance with the orders.
 
 
 The Orders will remain in effect until modified or terminated by the FDIC and the Department and do not restrict the Bank from transacting its normal banking business.  The Bank will continue to serve its customers in all areas including making loans, establishing lines of credit, accepting deposits and processing banking transactions.  Customer deposits remain fully insured to the highest limits set by the FDIC.  The FDIC and the Department did not impose or recommend any monetary penalties in connection with the Consent Orders.
 
 As of December 31, 2012, the Bank’s tier one leverage capital ratio was 6.00% and its total risk based capital ratio was 11.16%. These ratios are below the levels required by the Consent Orders.  Management is in the process of addressing all matters outlined in the Consent Orders.  The Bank has increased the participation of the Bank’s Board of Directors in the Bank’s affairs and has established an oversight committee of the Board of Directors of the Bank with the responsibility to insure the Bank’s compliance with the Consent Orders.  Management has developed the written plans and policies required by the Consent Orders.  Management believes that the Bank will continue to endeavor to comply with the terms and conditions of the Orders and will continue to operate as an independent financial institution for the foreseeable future.
 
 The uncertainty surrounding the Bank’s ability to comply with the Consent Orders gives rise to substantial doubt about the Bank’s ability to continue as a going concern.  The financial statements do not include any adjustments that might be necessary if the Bank is unable to continue as a going concern.
 
 14.  COMMITMENTS AND CONTINGENCIES
 
 The Bank is a defendant in certain claims and legal actions arising in the ordinary course of business.  In the opinion of management, after consultation with legal counsel, the ultimate disposition of these matters is not expected to have a material adverse effect on the consolidated financial condition of the Company.
  96
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  UNITED BANCSHARES, INC. AND SUBSIDIARY
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
 
 December 31, 2012 and 2011
 
 15.  EARNINGS PER SHARE COMPUTATION
 
 Net loss per common share is calculated as follows:
 Year ended December 31, 2012Loss


Shares


Per share(numerator)


(denominator)


amountNet loss

$
(1,016,247
)Basic  EPSLoss attributable to common stockholders

$
(1,016,247
)


1,068,588


$
(0.95
)Diluted EPSLoss attributable to common stockholders

$
(1,016,247
)


1,068,588


$
(0.95
)Year ended December 31, 2011Loss


Shares


Per share(numerator)


(denominator)


amountNet loss

$
(1,031,240
)Basic  EPSLoss attributable to common stockholders

$
(1,031,240
)


1,068,588


$
(0.97
)Diluted EPSLoss attributable to common stockholders

$
(1,031,240
)


1,068,588


$
(0.97
)
 There were no common stock equivalents for the years December 31, 2012 and 2011.
 
 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.
 
  97
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 UNITED BANCSHARES, INC. AND SUBSIDIARY
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
 
 December 31, 2012 and 2011
 
 16.  SUMMARY OF QUARTERLY RESULTS (UNAUDITED)
 
 The following summarizes the company’s consolidated results of operations during 2012 and 2011, on a quarterly basis:
 
 (Dollars in thousands)
 2012Fourth


Third


Second


FirstQuarter


Quarter


Quarter


QuarterInterest income

$
736


$
768


$
779


$
802Interest expense


31



32



33



43Net interest income


705



736



746



759Provision for loan losses


332



61



30



30Net interest after provision for loan losses


373



675



716



729Noninterest income


792



260



279



194Noninterest expense


1,299



1,343



1,231



1,161Net loss

$
(134
)

$
(408
)

$
(236
)

$
(238
)Basic loss per common share

$
(0.13
)

$
(0.38
)

$
(0.22
)

$
(0.22
)Diluted loss per common share

$
(0.13
)

$
(0.38
)

$
(0.22
)

$
(0.22
)
 
 
 (Dollars in thousands)
 2011Fourth


Third


Second


FirstQuarter


Quarter


Quarter


QuarterInterest income

$
847


$
818


$
813


$
825Interest expense


52



60



62



61Net interest income


795



758



751



764Provision for loan losses


70



30



40



30Net interest after provision for loan losses


725



728



711



734Noninterest income


259



199



399



214Noninterest expense


1,257



1,209



1,279



1,255Net loss

$
(273
)

$
(282
)

$
(169
)

$
(307
)Basic loss per common share

$
(0.26
)

$
(0.26
)

$
(0.16
)

$
(0.29
)Diluted loss per common share

$
(0.26
)

$
(0.26
)

$
(0.16
)

$
(0.29
)


98
 Table of Contents


Commission File No. 0-25976









SECURITIES AND EXCHANGE COMMISSION


FORM 10-K





ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF





THE SECURITIES EXCHANGE ACT OF 1934





For the Year Ended December 31, 2012


UNITED BANCSHARES, INC.






EXHIBITS


99