SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.

FORM 10-Q

(Mark One)

~~_X_QUARTERLY~~xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTER ENDED ~~SEPTEMBER~~MARCH 3031, ~~2017~~2018

~~___TRANSITION~~¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ______________ TO _____________

UNITED BANCSHARES, INC.

(Exact name of registrant as specified in its charter)

0-25976

Commission File Number

Pennsylvania	23-2802415
(State or other jurisdiction of	(I.R.S. Employer
Incorporation or organization)	Identification No.)

30 S. 15^th Street, Suite 1200, Philadelphia, PA	19102
(Address of principal executive office)	(Zip Code)

(215) 351-4600

(Registrant's telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months (or such shorter period that the registrant was required to filed such reports), and (2) has been subject to such filing requirements for the past 90 day. ~~Yes __No_X_~~

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Registration S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ~~__X__~~¨ ~~No____~~Nox

Yesx No¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one)

Large accelerated ~~filer___~~filer ¨ Accelerated ~~filer___~~filer ¨ Non-accelerated ~~filer__~~filer ¨ Smaller Reporting Company ~~_X__~~x

Indicate 1by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act. Yes ¨ No x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act. Yes_____ No_X__

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13, or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ~~_____~~¨ No ~~_____~~ ¨ Not Applicable.

Applicable only to corporate issuers:

Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date.

United Bancshares, Inc. (sometimes herein also referred to as the “Company” or “UBS”) has two classes of capital stock authorized - 2,000,000 shares of $0.01 par value Common Stock and 500,000 shares of $0.01 par value Series Preferred Stock. The Preferred Stock consists of 500,000 authorized shares of stock of which 250,000 have been designated as Series A, 7,000 as Series B, and 1,100 as Series C for which there were 99,442, 1,850, 1,100 shares are issued, respectively as of August 31, 2021.

The Board of Directors designated a subclass of the common stock, Class B Common Stock, by filing of Articles of Amendment to its Articles of Incorporation on September 30, 1998. This Class B Common Stock has all of the rights and privileges of Common Stock with the exception of voting rights. Of the 2,000,000 shares of authorized Common Stock, 250,000 have been designated Class B Common Stock. There is no market for the Common Stock. As of ~~September~~August 3031, ~~2020~~2021, the aggregate number of the shares of the Registrant’s Common Stock issued was ~~826~~843,~~921~~050.

The Preferred Stock consists of 500,000 authorized shares of stock of which 250,000 have been designated as Series A and 7,000 as Series B for which there were 99,342 and 1,850 shares are issued, respectively as of September 30, 2020.

FORM 10-Q

Index

Item No. Page PART I - OTHER INFORMATION 4 Item 1. Financial Statements (unaudited) 4 Item 2. Management Discussion and Analysis of Financial Condition and Results of Operations 28 Item 3. Quantitative and Qualitative Disclosures about Market Risk 38 Item 4. Controls and Procedures 38 PART II - OTHER INFORMATION 39 Item 1. Legal Proceedings. 39 Item 1A. Risk Factors. 39 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. 39 Item 3. Defaults Upon Senior Securities. 39 Item 4. Mine Safety Disclosures. 39 Item 5. Other Information. 39 Item 6. Exhibits. 40

PART I - OTHER INFORMATION4

Item 1. Financial Statements (unaudited)4

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.33

Item 3. Quantitative and Qualitative Disclosures about Market Risk45

Item 4. Controls and Procedures45

Item 3. Quantitative and Qualitative Disclosures about Market Risk46

Item 4. Controls and Procedures46

PART II - OTHER INFORMATION47

Item 1. Legal Proceedings.47

Item 1A. Risk Factors.47

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.47

Item 3. Defaults Upon Senior Securities.47

Item 4. Mine Safety Disclosures.47

Item 5. Other Information.47

Item 6. Exhibits.48

PART I - OTHER INFORMATION

Item 1. Financial Statements (unaudited)

UNITED BANCSHARES, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

(Unaudited)

Assets:	September 30, 2017	December 31, 2016
		March 31, 2018	December 31, 2017
Cash and due from banks	$ 3,034,186	$ 2,262,491
Assets:
Interest-bearing deposits with banks	311,829	311,340
Cash and due from banks		$2,198,996	$2,075,258
Federal funds sold	11,456,000	5,229,000
Interest-bearing deposits with banks		312,160	311,995
Cash and cash equivalents	14,802,015	7,802,831
Federal funds sold and other cash equivalents		10,790,981	9,284,000
Investment securities available-for-sale, at fair value	5,286,772	5,578,159
Cash and cash equivalents		13,302,137	11,671,253
Loans held for sale	9,827,203	7,793,785
Investment securities available-for-sale, at fair value		4,831,363	5,144,707
Loans held at fair value	4,644,549	4,207,338
Loans held for sale		10,468,182	10,297,168
Loans, net of unearned discounts and deferred fees	25,530,066	26,835,035
Loans held at fair value		4,849,036	4,450,901
Less allowance for loan losses	(239,455)	(300,428)
Loans, net of unearned discounts and deferred fees		24,212,084	25,725,700
Net loans	25,290,611	26,534,607
Less allowance for loan losses		(201,521)	(179,949)
Bank premises and equipment, net	263,825	380,471
Net loans		24,010,563	25,545,751
Accrued interest receivable	157,260	141,453
Bank premises and equipment, net		254,265	303,298
Other real estate owned	447,371	447,371
Accrued interest receivable		119,683	153,415
Servicing asset	329,753	312,814
Other real estate owned		569,371	626,071
Prepaid expenses and other assets	541,143	413,542
Servicing asset		317,963	319,368
Total assets	$ 61,590,502	$ 53,612,371
Prepaid expenses and other assets		386,934	496,935
Liabilities and Shareholders’ Equity
Total assets		$59,109,497	$59,008,867
Liabilities:
Liabilities and Shareholders’ Equity
Demand deposits, noninterest-bearing	$ 22,129,209	$ 14,797,174
Liabilities:
Demand deposits, interest-bearing	15,500,255	13,699,578
Demand deposits, noninterest-bearing		$20,280,459	$19,606,017
Savings deposits	11,704,051	11,734,512
Demand deposits, interest-bearing		14,245,136	15,004,238
Time deposits, under $250,000	4,622,674	6,407,391
Savings deposits		11,690,120	11,505,417
Time deposits, $250,000 and over	4,002,384	4,003,511
Time deposits, under $250,000		4,177,176	4,331,306
Total deposits	57,958,573	50,642,166
Time deposits, $250,000 and over		5,397,617	5,008,276
Accrued interest payable	11,624	10,997
Total deposits		55,790,508	55,455,254
Accrued expenses and other liabilities	284,885	299,293
Accrued interest payable		22,302	13,939
Total liabilities	57,255,082	50,952,455
Accrued expenses and other liabilities		268,070	259,152
Shareholders’ equity:
Total liabilities		56,080,880	55,728,345
Series A preferred stock, noncumulative, 6%, $0.01 par value, 500,000 shares authorized; 99,342 issued and outstanding at September 30, 2017 and December 31, 2016	993	993
Shareholders’ equity:
Series B preferred stock, noncumulative, 7%, $0.01 par value, 7,000 shares authorized; 1,850 issued and outstanding at September 30, 2017	18	-
Series A preferred stock, noncumulative, 6%, $0.01 par value, 500,000 shares authorized; 99,342 issued and outstanding		993	993
Common stock, $0.01 par value; 2,000,000 shares authorized;
Series B preferred stock, noncumulative, 7%, $0.01 par value, 7,000 shares authorized; 1,850 issued and outstanding		18	18
826,921 issued and outstanding at September 30, 2017 and December 31, 2016	8,269	8,269
Common stock, $0.01 par value; 2,000,000 shares authorized;826,921 issued and outstanding		8,269	8,269
Additional paid-in-capital	~~15,677,626~~	1415,~~752~~677,~~644~~626	15,677,626
Accumulated deficit	~~(12,327,576)~~	(12,~~038~~547,~~281~~014)	(12,348,988)
Accumulated other comprehensive loss	~~(23,910)~~	(63111,~~710~~275)	(57,396)
Total shareholders’ equity	~~3,335,420~~	23,~~659~~028,~~915~~617	3,280,522
Total liabilities and shareholders’ equity	~~$ 61,590,502~~	$ 5359,~~612~~109,~~371~~497	$59,008,867

See accompanying notes to the unaudited consolidated financial statements.

Table of Contents

UNITED BANCSHARES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE ~~INCOME (~~LOSS)

(Unaudited)

	Three Months ended September 30, 2017	Three Months ended September 30, 2016	Nine Months ended September 30, 2017	Nine Months ended September 30, 2016
		Three Months ended March 31, 2018		Three Months endedMarch 31, 2017
Interest income:
Interest and fees on loans	~~$ 612,112~~	$~~601~~546,~~002~~462	~~$ 1,729,095~~	$1588,~~829,942~~776
Interest on investment securities	~~29,985~~	3529,~~236~~534	~~92,550~~	~~120~~31,~~188~~757
Interest on federal funds sold	~~32,074~~	641,~~059~~310	~~68,863~~	2312,~~286~~659
Interest on time deposits with other banks	~~202~~	~~173~~456	~~574~~	~~463~~181
Total interest income	~~674,373~~	~~642~~617,~~470~~762	~~1,891,082~~	1633,~~973,879~~373
Interest expense:
Interest on time deposits	~~11,021~~	911,~~173~~921	~~28,775~~	269,~~529~~168
Interest on demand deposits	~~6,515~~	6,~~175~~502	~~18,953~~	186,~~274~~178
Interest on savings deposits	~~1,470~~	1,~~475~~412	~~4,399~~	41,~~291~~451
Total interest expense	~~19,006~~	1619,~~823~~835	~~52,127~~	4916,~~094~~797
Net interest income	~~655,367~~	~~625~~597,~~647~~927	~~1,838,955~~	1616,~~924,785~~576
Credit to provision for loan losses	(15,000)	(45,000)	(91,000)	(50,000)
Provision (credit) for loan losses		20,000		(30,000)
Net interest income after credit to provision for loan losses	670,367	670,647	1,929,955	1,974,785
Net interest income after provision (credit) for loan losses		577,927		646,576
Noninterest income:
Customer service fees	~~101,476~~	86100,~~376~~089	~~298,786~~	~~262~~95,~~643~~739
ATM fee income	~~30,644~~	2824,~~141~~722	~~93,791~~	8431,~~155~~102
Gain on sale of loans	~~54,459~~	~~188~~156,~~385~~547	~~206,319~~	~~500~~60,~~358~~458
Loss on sale of other real estate	-	-	-	(3,239)
Net change in fair value of financial instruments		9,093		25,659
Net change in fair value of financial instruments	197,665	(17,958)	271,182	270,322
Loss on sale of other real estate		(2,082)		-
Loan syndication fees	90,400	85,000	90,400	85,000
Other income		25,296		27,594
Other income	14,875	22,325	76,753	185,075
Total noninterest income		313,665		240,552
Total noninterest income	489,519	392,269	1,037,231	1,384,314
Noninterest expense:
Salaries, wages and employee benefits	~~395,915~~	~~391~~400,~~000~~054	~~1,175,163~~	1399,~~155,616~~820
Occupancy and equipment	~~253,981~~	~~241~~255,~~950~~042	~~755,115~~	~~720~~254,~~587~~127
Office operations and supplies	~~84,643~~	8676,~~700~~910	~~247,362~~	~~253~~80,~~114~~256
Marketing and public relations	~~3,056~~	918,~~016~~562	~~11,865~~	364,~~736~~500
Professional services	~~76,182~~	7436,~~723~~979	~~177,622~~	~~223~~49,~~854~~740
Data processing	~~95,509~~	93101,~~025~~435	~~290,861~~	~~302~~98,~~320~~883
Other real estate expense	~~28,440~~	6513,~~955~~835	~~58,326~~	~~103~~20,~~516~~594
Loan and collection costs	~~43,979~~	3928,~~816~~580	~~124,603~~	9846,~~392~~590
Deposit insurance assessments	~~27,000~~	3025,000	~~72,000~~	8722,000
Other operating	~~122,558~~	~~130~~133,~~372~~221	~~343,564~~	~~361~~113,~~570~~239
Total noninterest expense	~~1,131,263~~	1,~~162~~089,~~557~~618	~~3,256,481~~	31,~~342~~089,~~705~~749
Net income (loss) before income taxes	28,623	(99,641)	(289,295)	16,394
Net loss before income taxes		$(198,026)		($202,621)
Provision for income taxes	-	-	-	-
Net income (loss)	$ 28,623	$ (99,641)	$ (289,295)	$ 16,394
Net loss		$(198,026)		$(202,621)
Net income (loss) per common share—basic and diluted	$ 0.03	$ (0.12)	$ (0.35)	$ 0.02
Net loss per common share—basic and diluted		$(0.24)		$(0.25)
Weighted average number of common shares	826,921	826,921	826,921	826,921
Weighted average number of common shares outstanding		826,921		826,921
Comprehensive loss:
Net income (loss)	$ 28,623	$ (99,641)	$ (289,295)	$ 16,394
Net loss		$(198,026)		$(202,621)
Unrealized gains on available for sale securities, net of taxes	4,835	(4,744)	39,800	85,841
Unrealized (losses) gains on available for sale securities, net of taxes		(53,879)		9,767
Total comprehensive income (loss)	$ 33,458	$ (104,385)	$ (249,495)	$ 102,235
Total comprehensive loss		$(251,905)		$(192,854)

See accompanying notes to the unaudited consolidated financial statements.

Table of Contents

UNITED BANCSHARES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

~~Nine~~Three Months Ended ~~September~~March 3031, ~~2017~~2018

	Series A Preferred stock		Series B Preferred ~~Stock~~stock		Common stock		Additional paid-in	Accumulated	Accumulated Other Comprehensive	Total Shareholders’
	Shares	Amount	Shares	Amount	Shares	Amount	capital	Deficit	Loss	Equity
Balance at December 31, 2016	99,342	$ 993	-	-	826,921	$ 8,269	$14,752,644	$(12,038,281)	$(63,710)	$2,659,915
Balance at December 31, 2017	99,342	$ 993	1,850	$18	826,921	$ 8,269	$ 15,677,626	($12,348,988)	$ (57,396)	$ 3,280,522
Net loss	-	-	-	-	-	-	-	(~~202~~198,~~621~~026)	-	(~~202~~198,~~621~~026)
Other comprehensive income, net of tax	-	-	-	-	-	-	-	-	9,767	9,767
Other comprehensive loss, net of tax	-	-	-	-	-	-	-	-	(53,879)	(53,879)
Issuance of Series B Preferred Stock	-	-	~~1,350~~-	13-	-	-	~~674,987~~-	-	-	~~675,000~~-
Balance at March 31, 2017	99,342	993	1,350	13	826,921	8,269	15,427,631	(12,240,902)	(53,943)	3,142,061
Balance at March 31, 2018	99,342	$993	1,850	$18	826,921	$ 8,269	$ 15,677,626	$ (12,547,014)	$ (111,275)	$ 3,028,617
Net loss	-	-	-	-	-	-	-	(115,297)	-	(115,297)
Other comprehensive income, net of tax	-	-	-	-	-	-	-	-	25,198	25,198
Balance at June 30, 2017	99,342	993	1,350	13	826,921	8,269	15,427,631	(12,356,199)	(28,745)	3,051,962
Net income	-	-	-	-	-	-	-	28,623	-	28,623
Other comprehensive income, net of tax	-	-	-	-	-	-	-	-	4,835	4,835
Issuance of Series B Preferred Stock	-	-	500	5	-	-	249,995	-	-	250,000
Balance at September 30, 2017	99,342	$ 993	1,850	$ 18	826,921	$ 8,269	$ 15,677,626	$ (12,327,576)	$ (23,910)	$ 3,335,420

~~See~~Three ~~accompanying~~Months ~~notes~~Ended toMarch ~~the~~31, ~~consolidated financial statements.~~2017

	Series A Preferred stock		Series B Preferred stock		Common stock		Additional paid-in	Accumulated	Accumulated Other Comprehensive	Total Shareholders’
	Shares	Amount	Shares	Amount	Shares	Amount	capital	Deficit	Income (Loss)	Equity
Balance at December 31, 2016	99,342	$993	-	$ -	826,921	$ 8,269	$14,752,644	$ (12,038,281)	$ (63,710)	$ 2,659,915
Net loss	-	-	-	-	-	-	-	(202,621)	-	(202,621)
Other comprehensive income, net of tax	-	-	-	-	-	-	-	-	9,767	9,767
Issuance of Series B Preferred Stock	-	-	1,350	13	-	-	674,987	-	-	675,000
Balance at March 31, 2017	99,342	$993	1,350	$13	826,921	$ 8,269	$ 15,427,631	$ (12,240,902)	$ (53 943)	$ 3,142,061

See accompanying notes to the unaudited consolidated financial statements.

~~Table of Contents~~ .

UNITED BANCSHARES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

Nine Months Ended September 30, 2016

	Series A Preferred stock		Series B Preferred Stock		Common stock		Additional paid-in	Accumulated	Accumulated Other Comprehensive	Total Shareholders’
	Shares	Amount	Shares	Amount	Shares	Amount	capital	Deficit	Income (Loss)	Equity
Balance at December 31, 2015	99,342	$ 993	-	$-	826,921	$ 8,269	$ 14,752,644	$ (12,062,818)	$ (19,326)	$ 2,679,762
Net loss	-	-	-	-	-	-	-	(198,981)	-	(198,981)
Other comprehensive income, net of tax	-	-	-	-	-	-	-	-	63,947	63,947
Balance at March 31, 2016	99,342	993	-	-	826,921	8,269	14,752,644	(12,261,799)	44,621	2,544,728
Net income	-	-	-	-	-	-	-	315,016	-	315,016
Other comprehensive income, net of tax	-	-	-	-	-	-	-	-	26,639	26,639
Balance at June 30, 2016	99,342	993	-	-	826,921	8,269	14,752,644	(11,946,783)	71,260	2,886,383
Net income	-	-	-	-	-	-	-	(99,641)	-	(99,641)
Other comprehensive loss, net of tax	-	-	-	-	-	-	-	-	(4,744)	(4,744)
Balance at September 30, 2016	99,342	$ 993	-	$ -	826,921	$ 8,269	$ 14,752,644	$ (12,046,424)	$ 66,516	$ 2,781,998

See accompanying notes to the consolidated financial statements.

Table of Contents

UNITED BANCSHARES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

~~Nine~~Three Months Ended ~~September~~March 3031,

	2017	2016
		2018	2017
Cash flows from operating activities:
Net (loss) income	$ (289,295)	$ 16,394
Net loss		$(198,026)	$(202,621)
Adjustments to reconcile net (loss) income to net cash
Adjustments to reconcile net loss to net cashused in operating activities:
(used in) provided by operating activities:
Provision (credit) for loan losses		20,000	(30,000)
Credit to provision for loan losses	(91,000)	(50,000)
Amortization of premiums on investments		2,021	2,623
Amortization of premiums on investments, net	7,442	10,689
Loss on sale of other real estate		2,082	-
Depreciation on fixed assets	138,767	141,771
Amortization of servicing asset		34,083	8,063
Net change in fair value of financial instruments	(271,182)	(270,322)
Depreciation on fixed assets		49,033	46,526
Gain on sale of loans	(206,319)	(500,358)
Net change in fair value of financial instruments		(9,093)	(25,659)
Loss on sale of other real estate owned	-	3,239
Gain on sale of loans		(156,547)	(60,458)
Proceeds from the sale of loans held-for-sale	~~2,174,935~~	51,~~070~~747,~~979~~544	583,392
Amortization of servicing asset	26,706	25,892
Loans originated for sale		(1,638,729)	(444,949)
Loans originated for sale	(4,337,673)	(8,926,882)
Increase in accrued interest receivable and other assets		(5,842)	(86,050)
Increase in accrued interest receivable and
Increase (decrease) in accrued interest payable and other liabilities		17,281	(13,312)
other assets	(187,053)	(65,147)
Net cash used in operating activities		(136,193)	(222,445)
(Decrease) increase in accrued interest payable and
Cash flows from investing activities:
other liabilities	(13,781)	17,714
Proceeds from maturity and principal reductions of available-for-sale investment securities		257,894	127,767
Net cash used in operating activities	(3,048,452)	(4,526,031)
Purchase of securities available-for-sale		(450)	(328)
Cash flows from investing activities:
Net decrease in loans		1,119,761	1,191,137
Proceeds from maturity and principal reductions of
Proceeds from sale of other real estate		54,618	-
available-for-sale investment securities	324,771	5,213,099
Purchase of bank premises and equipment		-	(6,938)
Purchase of securities available-for-sale	(1,026)	(3,849,600)
Net cash provided by investing activities		1,431,823	1,311,638
Net decrease in loans	1,504,606	5,162,874
Cash flows from financing activities:
Purchase of bank premises and equipment	(22,121)	(76,584)
Proceeds from the sale of preferred stock		-	675,000
Proceeds from sale of other real estate	-	29,017
Net increase in deposits		335,254	227,694
Net cash provided by investing activities	1,806,230	6,478,536
Net cash provided by financing activities		335,254	902,694
Cash flows from financing activities:
Net increase in cash and cash equivalents		1,630,884	1,991,887
Net increase (decrease) in deposits	7,316,406	(3,134,799)
Cash and cash equivalents at beginning of period		11,671,253	7,802,831
Net cash provided by (used) in financing activities	7,316,406	(3,134,799)
Cash and cash equivalents at end of period		$13,302,137	$9,794,718
Net increase (decrease) in cash and cash equivalents	6,999,184	(1,182,294)
Supplemental disclosure of cash flow information:
Cash and cash equivalents at beginning of period	7,802,831	10,782,098
Cash paid during the period for interest		$11472	$16,908
Cash and cash equivalents at end of period	$ 14,802,015	$ 9,599,804
Investments transferred to other cash equivalents		$131,981	$-
Supplemental disclosure of cash flow information:
Loans transferred from held for sale to held at fair value		$398,138	$95,777
Cash paid during the period for interest	$ 32,493	$ 47,763
Transfer of loans from held-for-sale to held as fair value	$ 437,211	$ 1,285,309

See accompanying notes to the unaudited consolidated financial statements.

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(unaudited)

1. Significant Accounting Policies

United Bancshares, Inc. (the "Company") is a bank holding company registered under the Bank Holding Company Act of 1956. The Company's principal activity is the ownership and management of its wholly owned subsidiary, United Bank of Philadelphia (the "Bank").

During interim periods, the Company follows the accounting policies set forth in its Annual Report on Form 10-K filed with the Securities and Exchange Commission. Readers are encouraged to refer to the Company's Form 10-K for the fiscal year ended December 31, ~~2016~~2017 when reviewing this Form 10-Q. Because this report is based on an interim period, certain information and footnote disclosures normally included in the Annual Report on Form 10-K have been condensed or omitted. Quarterly results reported herein are not necessarily indicative of results to be expected for other quarters.

In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments (consisting of normal recurring adjustments) considered necessary to present fairly the Company's consolidated financial position as of ~~September~~March 3031, ~~2017~~2018 and December 31, ~~2016~~2017 and the consolidated results of its operations and its cash flows for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2017~~2018 and ~~2016~~2017.

Management’s Use of Estimates

The preparation of the financial statements ~~have~~has 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, the fair value of loans held at fair value, valuation allowance for deferred tax assets, the carrying value of other real estate owned, the determination of other than temporary impairment for securities.

Commitments

In the general course of business, there are various outstanding commitments to extend credit, such as letters of credit and un-advanced loan commitments, which are not reflected in the accompanying financial statements. Management does not anticipate any material losses as a result of these commitments.

Contingencies

The Company is from time to time a party to routine litigation in the normal course of its business. Management does not believe that the resolution of any such litigation will have a material adverse effect on the financial condition or results of operations of the Company. However, the ultimate outcome of any such litigation, as with litigation generally, is inherently uncertain and it is possible that some litigation matters may be resolved adversely to the Company.

Loans Held for Sale

~~From~~The ~~time to time, the~~ Bank originates SBA loans for which the guaranteed portion is intended to be sold within a short period of time in the secondary market. These loans are carried at ~~estimated~~ fair value based on a loan-by-loan valuation using actual market bids. Any change in the balance of the loan and its fair value is recorded as income or expense in each reporting period. When the guaranteed portion of the loan is sold, the gain on the sale is reduced by the income previously recognized as part of the fair value adjustment.

Loans Held at Fair Value

The Bank originates SBA loans for which the un-guaranteed portion is retained after the guaranteed portion is sold in the secondary market. Management has elected to carry these loans at fair value in accordance with the irrevocable option permitted under Accounting Standards Codification (“ASC”) 825-10-25 Financial Instruments. Fair value of these loans is estimated based on the present value of future cashflows for each asset based on their unique characteristics, market-based assumptions for prepayment speeds, discount rates, default and voluntary prepayments as well as assumptions for losses and recoveries.

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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.

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 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, 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.

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 Loan-to-Value 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.

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Non-accrual and Past Due Loans.

Loans are considered past due if the required principal and interest payments have not been received within 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.

Income Taxes

Under the liability method, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities. Deferred tax assets are subject to management’s judgment based upon available evidence that future realization is more likely than not. For financial reporting purposes, a valuation allowance of 100% of the net deferred tax asset has been recognized to offset the net deferred tax assets related to cumulative temporary differences and tax loss carryforwards. If management determines that the Company may be able to realize all or part of the deferred tax asset in the future, an income tax benefit may be required to increase the recorded value of the net deferred tax asset to the expected realizable amount.

When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that ultimately would be sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more-likely-than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. The evaluation of a tax position taken is considered by itself and not offset or aggregated with other positions. Tax positions that meet the more-likely-than not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination.

Interest and penalties associated with unrecognized tax benefits, if any, would be recognized in income tax expense in the consolidated statements of operations.

2. Net ~~Income (~~Loss) Per Share

The calculation of net ~~income (~~loss) per share follows:

	Three Months Ended September 30, 2017	Three Months Ended September 30, 2016	Nine Months Ended September 30, 2017	Nine Months Ended September 30, 2016
		Three Months EndedMarch 31, 2018		Three Months EndedMarch 31, 2017
Basic:
Net income (loss) available to common shareholders	$ 28,623	$ (99,641)	$ (289,295)	$ 16,394
Net loss available to common shareholders		$ (198,026)		$ (202,621)
Average common shares outstanding-basic	~~826,921~~	826,921	~~826,921~~	826,921
Net income (loss) per share-basic	$ 0.03	$ (0.12)	$ (0.35)	$ 0.02
Net loss per share-basic		$ (0.24)		$ (0.25)
Diluted:
Average common shares-diluted	~~826,921~~	826,921	~~826,921~~	826,921
Net income (loss) per share-diluted	$ 0.03	$ (0.12)	$ (0.35)	$ 0.02
Net loss per share-diluted		$ (0.24)		$ (0.25)

The 11preferred stock is non-cumulative and the Company is restricted from paying dividends. Therefore, no effect of the preferred stock is included in the loss per share calculations.

~~Table~~3.Changes ofin ~~Contents~~ Accumulated Other Comprehensive Loss

The ~~preferred~~following ~~stock~~table ispresents ~~non cumulative and~~ the ~~Company~~changes ~~is restricted from paying dividends. Therefore, no effect of the preferred stock is included~~ in ~~the~~accumulated ~~loss~~other ~~per~~comprehensive ~~share calculations.~~loss:

3.Changes in Accumulated Other Comprehensive Income

	Three Months Ended March 31, 2018
	Before tax		Net of tax
(in (000’s)	Amount	Taxes	Amount
Beginning balance	$(73)	$16	$(57)
Unrealized holding loss arising during period	(68)	14	(54)
Other comprehensive loss, net	(68)	14	(54)
Ending balance	$(141)	$30	$(111)

The following table presents the changes in accumulated other comprehensive income:

	Three Months Ended March 31, 2017
	Before tax		Net of tax
(in (000’s)	Amount	Taxes	Amount
Beginning balance	$(96)	$33	$(63)
Unrealized holding gain arising during period	15	(5)	10
Other comprehensive loss, net	15	(5)	10
Ending balance	$(81)	$28	$(53)

	Three Months Ended September 30, 2017
	Before tax		Net of tax
(in (000’s)	Amount	Taxes	Amount
Beginning balance	$ (43)	$ 14	$ (29)
Unrealized gain on securities:
Unrealized holding gain arising during period	8	(3)	5
Less: reclassification adjustment for gains (losses)
realized in net income
Other comprehensive income, net	$ (35)	$ (11)	$ (24)
Ending balance
	Three Months Ended September 30, 2016
	Before tax		Net of tax
(in (000’s)	Amount	Taxes	Amount
Beginning balance	$ 106	$ (35)	$ 71
Unrealized gain on securities:
Unrealized holding gain arising during period	(5)	1	(4)
Less: reclassification adjustment for gains (losses)
realized in net income	-	-	-
Other comprehensive income, net	(5)	1	(4)
Ending balance	$ 101	$ (34)	$ 67
	Nine Months Ended September 30, 2017
	Before tax		Net of tax
(in (000’s)	Amount	Taxes	Amount
Beginning balance	$ (97)	$ 33	$ (64)
Unrealized gain on securities:
Unrealized holding gain arising during period	62	(22)	40
Less: reclassification adjustment for gains (losses)
realized in net income
Other comprehensive income, net
Ending balance	$ (35)	$ 11	$ (24)
	Nine Months Ended September 30, 2016
	Before tax		Net of tax
(in (000’s)	Amount	Taxes	Amount
Beginning balance	$ (29)	$ 10	$ (19)
Unrealized gain on securities:
Unrealized holding gain arising during period	$ 130	(44)	86
Less: reclassification adjustment for gains (losses)
realized in net income	-	-	-
Other comprehensive income, net	130	(44)	86
Ending balance	$ 101	$ (34)	$ 67

4. New Authoritative Accounting Guidance

Effect of the Adoption of Accounting Standards

InEffective ~~August~~January ~~2014~~1, 2018, the ~~FASB~~Company ~~issued~~adopted ASU 2014-1509, Revenue ~~Presentation~~from ofContracts ~~Financial~~with ~~Statements~~Customers — Topic –606 ~~Going~~and ~~Concern~~all ~~(Subtopic~~subsequent ~~205-40). The~~ASUs ~~amendments~~that inmodified ~~this~~ASC ~~Update~~606. ~~provide~~The ~~guidance~~standard inrequired ~~accounting~~a ~~principles~~company ~~generally~~to ~~accepted~~recognize in the ~~United~~amount ~~States~~ of ~~America~~revenue ~~about~~to ~~management's~~which ~~responsibility~~it expects to ~~evaluate~~be ~~whether~~entitled ~~there~~for isthe ~~substantial~~transfer ~~doubt~~of ~~about~~promised angoods ~~entity's~~or ~~ability~~services to ~~continue~~customers asat athe ~~going~~time ~~concern~~the ~~and~~transfer toof ~~provide~~goods ~~related~~or ~~footnote~~services ~~disclosures~~takes place. The ~~amendments~~Company incompleted ~~this~~an ~~Update~~assessment ~~are~~of ~~effective~~revenue ~~for~~streams and review of the ~~annual~~related ~~period~~contracts ~~ending~~potentially ~~after~~affected ~~December~~by ~~15,~~the ~~2016,~~new standard and ~~for~~concluded ~~annual~~that ~~periods~~ASU ~~and~~2014-09 ~~interim~~did ~~periods~~not ~~thereafter.~~materially ~~Early~~change ~~application~~the ismethod ~~permitted~~in which it recognizes revenue. ~~The~~ ~~Bank~~Therefore, ~~has~~implementation ~~adopted~~of ~~this~~the ~~accounting~~new standard ~~and~~had ~~provided~~no material impact to the measurement or recognition of revenue of prior periods. However, additional disclosures were added in the current period, which can be found in Note 109.

In January 2016, the FASB finalized ASU 2016-01, Financial Instruments — Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. This accounting standard (a) requires separate presentation of equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) on the balance sheet and measured at fair value with changes in fair value recognized in net income; (b) simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment; (c) eliminates the requirement to disclose the fair value of financial instruments measured at amortized cost for entities that are not public business entities; (d) eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet; (e) requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; (f) requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (that is, securities or loans and receivables) on the balance sheet or the accompanying notes to the financial statements; and (g) clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity’s other deferred tax assets.

The Company has adopted this standard during the reporting period. On a prospective basis, the Company implemented changes to the measurement of the fair value of financial instruments using an exit price notion for disclosure purposes included in Note 8 to the financial statements. The December 31, 2017, fair value of each class of financial instruments disclosure did not utilize the exit price notion when measuring fair value and, therefore, would not be comparable to the March 31, 2018 disclosure. The Company estimated the fair value based on guidance from ASC 820-10, Fair Value Measurements, which defines fair value as the price which would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. There is no active observable market for sale information on community bank loans and time deposits and, thus, Level III fair value procedures were utilized, primarily in the use of present value techniques incorporating assumptions that market participants would use in estimating fair values.

Effect of Upcoming Accounting Standards

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The standard ((along with subsequent amendments and clarifications in ASUs; 2018-01, 2018-11 and 2018-20) requires lessees to recognize the assets and liabilities that arise from leases on the balance sheet. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. A short-term lease is defined as one in which (a) the lease term is 12 months or less and (b) there is not an option to purchase the underlying asset that the lessee is reasonably certain to exercise. For short-term leases, lessees may elect to recognize lease payments over the lease term on a straight-line basis. For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2018, and interim periods within those years. For all other entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2019, and for interim periods within fiscal years beginning after December 15, 2020. The amendments should be applied at the beginning of the earliest period presented using a modified retrospective approach with earlier application permitted as of the beginning of an interim or annual reporting period. This Update is not expected to have a significant impact on the Company’s financial statements.

In 12June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments, which changes the impairment model for most financial assets. This Update is intended to improve financial reporting by requiring timelier recording of credit losses on loans and other financial instruments held by financial institutions and other organizations. The underlying premise of the Update is that financial assets measured at amortized cost should be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The allowance for credit losses should reflect management’s current estimate of credit losses that are expected to occur over the remaining life of a financial asset. The income statement will be affected for the measurement of credit losses for newly recognized financial assets, as well as the expected increases or decreases of expected credit losses

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~~payments~~that ~~(the~~have ~~lease~~taken ~~liability)~~place ~~and~~during ~~a right-of-use asset representing its right to use~~ the ~~underlying asset for the lease term~~period. A ~~short~~ASU 2016-~~term~~13 ~~lease~~ is ~~defined~~effective asfor ~~one~~annual ~~in which (a) the lease term is 12 months or less~~ and ~~(b)~~interim ~~there~~periods is not an option to purchase the underlying asset that the lessee is reasonably certain to exercise. For short-term leases, lessees may elect to recognize lease payments over the lease term on a straight-line basis. For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, ~~2018~~2019, and ~~interim~~early ~~periods~~adoption ~~within~~is ~~those~~permitted ~~years. For all other entities, the amendments in this Update are effective~~ for ~~fiscal~~annual ~~years beginning after December 15, 2019,~~ and ~~for~~ interim periods ~~within fiscal years~~ beginning after December 15, ~~2020~~2018. ~~The~~ ~~amendments~~With ~~should~~certain beexceptions, ~~applied~~transition atto the ~~beginning~~new ofrequirements ~~the~~will ~~earliest~~be ~~period~~through ~~presented using~~ a ~~modified~~cumulative ~~retrospective~~effect ~~approach~~adjustment ~~with~~to ~~earlier~~opening ~~application~~retained ~~permitted~~earnings as of the beginning of anthe ~~interim~~first ~~or annual~~ reporting period in which the guidance is adopted. ~~This~~The ~~Update~~Company is ~~not~~currently ~~expected~~evaluating tothe ~~have~~impact athe ~~significant~~adoption ~~impact~~of the standard will have on the Company’s financial ~~statements~~position or results of operations.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers. The Update’s (along with subsequent amendments and clarifications in ASUs; 2015-14, 2016-08, 2016-10, 2016-11, and 2016-12) core principle is that a company will recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, this Update specifies the accounting for certain costs to obtain or fulfill a contract with a customer and expands disclosure requirements for revenue recognition. ASU 2015-14 delayed the effective date of this standard to reporting periods beginning after December 15, 2017. This Update is not expected to have a significant impact on the Company’s financial statements.

In January 2016, the FASB issued ASU 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. This Update applies to all entities that hold financial assets or owe financial liabilities and is intended to provide more useful information on the recognition, measurement, presentation, and disclosure of financial instruments. Among other things, this Update (a) requires equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income; (b) simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment; (c) eliminates the requirement to disclose the fair value of financial instruments measured at amortized cost for entities that are not public business entities; (d) eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet; (e) requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; (f) requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (that is, securities or loans and receivables) on the balance sheet or the accompanying notes to the financial statements; and (g) clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity’s other deferred tax assets. For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. For all other entities, including not-for-profit entities and employee benefit plans within the scope of Topics 960 through 965 on plan accounting, the amendments in this Update are effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. All entities that are not public business entities may adopt the amendments in this Update earlier as of the fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. This Update is not expected to have a significant impact on the Company’s financial statements.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments, which changes the impairment model for most financial assets. This Update is intended to improve financial reporting by requiring timelier recording of credit losses on loans and other financial instruments held by financial institutions and other organizations. The underlying premise of the Update is that financial assets measured at amortized cost should be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The allowance for credit losses should reflect management’s current estimate of credit losses that are expected to occur over the remaining life of a financial asset. The income statement will be effected for the measurement of credit losses for newly recognized financial assets, as well as the expected increases or decreases of expected credit losses that have taken place during the period. ASU 2016-13 is effective for annual and interim periods beginning after December 15, 2019, and early adoption is permitted for annual and interim periods beginning after December 15, 2018. With certain exceptions, transition to the new requirements will be through a cumulative effect adjustment to opening retained earnings as of the beginning of the first reporting period in which the guidance is adopted. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s financial position or results of operations.

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In November 2019, the FASB issued ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments – Credit Losses, to clarify its new credit impairment guidance in ASC 326, based on implementation issues raised by stakeholders. This Update clarified, among other things, that expected recoveries are to be included in the allowance for credit losses for these financial assets; an accounting policy election can be made to adjust the effective interest rate for existing troubled debt restructurings based on the prepayment assumptions instead of the prepayment assumptions applicable immediately prior to the restructuring event; and extends the practical expedient to exclude accrued interest receivable from all additional relevant disclosures involving amortized cost basis. The effective dates in this Update are the same as those applicable for ASU 2019-10. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s financial position or results of operations.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, which addresses eight specific cash flow issues with the objective of reducing diversity in practice. Among these include recognizing cash payments for debt prepayment or debt extinguishment as cash outflows for financing activities; cash proceeds received from the settlement of insurance claims should be classified on the basis of the related insurance coverage; and cash proceeds received from the settlement of bank-owned life insurance policies should be classified as cash inflows from investing activities while the cash payments for premiums on bank-owned policies may be classified as cash outflows for investing activities, operating activities, or a combination of investing and operating activities. The amendments in this Update are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. Early adoption is permitted, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. An entity that elects early adoption must adopt all of the amendments in the same period. The amendments in this Update should be applied using a retrospective transition method to each period presented. If it is impracticable to apply the amendments retrospectively for some of the issues, the amendments for those issues would be applied prospectively as of the earliest date practicable. This Update is not expected to have a significant impact on the Company’s financial statements.

In October 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230), which requires that a statement of cash flows explains the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The amendments in this Update are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. Early adoption is permitted, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The amendments in this Update should be applied using a retrospective transition method to each period presented. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s statement of cash flows.

In March 2017, the FASB issued ASU 2017-08, Receivables – Nonrefundable Fees and Other Costs (Subtopic 310-20). The amendments in this Update shorten the amortization period for certain callable debt securities held at a premium. Specifically, the amendments require the premium to be amortized to the earliest call date. The amendments do not require an accounting change for securities held at a discount; the discount continues to be amortized to maturity. For public business entities, the amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. An entity should apply the amendments in this Update on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. Additionally, in the period of adoption, an entity should provide disclosures about a change in accounting principle. This Update is not expected to have a significant impact on the Company’s financial statements.

In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements. This Update provides another transition method which allows entities to initially apply ASC 842 at the adoption date and recognize a cumulative-effect

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adjustment to the opening balance of retained earnings in the period of adoption. Entities that elect this approach should report comparative periods in accordance with ASC 840, Leases. In addition, this Update provides a practical expedient under which lessors may elect, by class of underlying assets, to not separate non-lease components from the associated lease component, similar to the expedient provided for lessees. However, the lessor practical expedient is limited to circumstances in which the non-lease component or components otherwise would be accounted for under the new revenue guidance and both (a) the timing and pattern of transfer are the same for the non-lease component(s) and associated lease component and (b) the lease component, if accounted for separately, would be classified as an operating lease. If the non-lease component or components associated with the lease component are the predominant component of the combined component, an entity should account for the combined component in accordance with ASC 606, Revenue from Contracts with Customers. Otherwise, the entity should account for the combined component as an operating lease in accordance with ASC 842. If a lessor elects the practical expedient, certain disclosures are required. This Update is effective for public business entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years, with early adoption permitted. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. This Update is not expected to have a significant impact on the Company’s financial statements.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes the Disclosure Requirements for Fair Value Measurements. The Update removes the requirement to disclose the amount of and reasons for transfers between Level I and Level II of the fair value hierarchy; the policy for timing of transfers between levels; and the valuation processes for Level III fair value measurements. The Update requires disclosure of changes in unrealized gains and losses for the period included in other comprehensive income (loss) for recurring Level III fair value measurements held at the end of the reporting period and the range and weighted average of significant unobservable inputs used to develop Level III fair value measurements. This Update is effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. This Update is not expected to have a significant impact on the Company’s financial statements.

5. Investment Securities

The following is a summary of the Company's investment portfolio:

(In 000’s)	~~September~~March 3031, ~~2017~~2018
		Gross	Gross
	Amortized	Unrealized	Unrealized	Fair
	Cost	Gains	Losses	Value
Available-for-sale:
U.S. Government agency securities	$ 2,349	$ -	$ ( 5197)	$ 2,~~298~~252
Government Sponsored Enterprises residential mortgage-backed securities	2,~~843~~623	2911	(1455)	2,~~858~~579
Investments in money market funds	131	-	-	131
	$ 4,972	$ 11	$ (152)	$ 4,831
	$ 5,323	$ 29	$ (65)	$ 5,287
	December 31, 2016
		Gross	Gross
	Amortized	Unrealized	Unrealized	Fair
	Cost	Gains	Losses	Value
Available-for-sale:
U.S. Government agency securities	$ 2,350	-	$ (82)	$ 2,268
Government Sponsored Enterprises residential mortgage-backed securities	3,193	25	(38)	3,180
Investments in money market funds	130	-	-	130
	$ 5,673	$ 25	$ (120)	$ 5,578

The amortized cost and fair value of debt securities classified as available-for-sale by contractual maturity as of September 30, 2017, are as follows:

	December 31, 2017
		Gross	Gross
	Amortized	Unrealized	Unrealized	Fair
	Cost	Gains	Losses	Value
Available-for-sale:
U.S. Government agency securities	$ 2,349	$ -	$ (76)	$ 2,273
Government Sponsored Enterprises residential mortgage-backed securities	2,737	21	(18)	2,740
Investments in money market funds	132	-	-	132
	$ 5,218	$ 21	$ (94)	$ 5,145

(In 000’s)	Amortized Cost				Fair Value
Due in one year	$	-	$	-
Due after one year through five years
Due after five years through ten years		2,349		2,298
Government Sponsored Enterprises residential mortgage-backed securities		2,843		2,858
Total debt securities		5,192		5,156
Investments in money market funds		131		131
	$	5,323	$	5,287

The amortized cost and fair value of debt securities classified as available-for-sale by contractual maturity as of March 31, 2018, are as follows:

(In 000’s)	Amortized Cost	Fair Value
Due in one year	$ -	$ -
Due after one year through five years	-	-
Due after five years through ten years	2,349	2,252
Government Sponsored Enterprises residential mortgage-backed securities	2,623	2,579
	$ 4,972	$ 4,831

~~Table~~Effective ofJanuary ~~Contents~~ 1, 2018, the Company adopted ASU 2016-01, Financial Instruments as describe in Note 4. As a result, the Investment in Money Market Mutual Funds was reclassed to Federal Funds Sold and other cash equivalents.

Expected maturities will differ from contractual maturities because the issuers of certain debt securities have the right to call or prepay their obligations without any penalties.

There were no sales of securities during the ~~nine~~three months ended ~~September~~March 3031, ~~2017~~2018 and ~~2016~~2017.

~~The~~ ~~table below indicates the length of time individual securities have been in a continuous unrealized loss position at September 30, 2017:~~12

(in 000’s)	Number	Less than 12 months		12 months or longer		Total
Description of	Of	Fair	Unrealized	Fair	Unrealized	Fair	Unrealized
Securities	Securities	Value	Losses	Value	losses	value	Losses
U.S. Government
agency securities	7	$ 1,330	$ (31)	$ 968	$ (20)	$ 2,298	$ (51)
Government Sponsored Enterprises residential
mortgage-backed securities	4	571	(5)	217	(9)	788	(14)
Total temporarily
impaired investment
Securities	11	$ 1,901	$ (36)	$ 1,185	$ (29)	$ 3,086	$ (65)

The table below indicates the length of time individual securities have been in a continuous unrealized loss position at March 31, 2018:

The table below indicates the length of time individual securities have been in a continuous unrealized loss position at December 31, 2016:

(in 000’s)	Number	Less than 12 months		12 months or longer		Total
Description of	of	Fair	Unrealized	Fair	Unrealized	Fair	Unrealized
Securities	Securities	Value	Losses	Value	losses	Value	Losses

U.S. Government agency securities	7	242	(8)	2,010	(89)	2,252	(97)

Government Sponsored Enterprises residential mortgage-backed securities	14	1,869	(36)	358	(19)	2,227	(55)

Total temporarily impaired investment Securities	21	2,111	(44)	2,368	(108)	4,479	(152)

(in 000’s)	Number	Less than 12 months		12 months or longer		Total
Description of	Of	Fair	Unrealized	Fair	Unrealized	Fair	Unrealized
Securities	Securities	Value	Losses	Value	Losses	value	Losses
U.S. Government
agency securities	7	$ 2,268	$ (82)	-	-	$ 2,268	$ (82)
Government Sponsored Enterprises residential
mortgage-backed securities	10	2,026	(38)	-	-	2,026	(38)
Total temporarily
impaired investment
Securities	17	$ 4,294	$ (120)	-	-	$ 4,294	$ (120)

The table below indicates the length of time individual securities have been in a continuous unrealized loss position at December 31, 2017:

(in 000’s)	Number	Less than 12 months		12 months or longer		Total
Description of	of	Fair	Unrealized	Fair	Unrealized	Fair	Unrealized
Securities	securities	Value	Losses	Value	losses	Value	Losses

U.S. Government agency securities	7	$ 245	$ (5)	$2,028	$ (71)	$2,273	$ (76)

Government Sponsored Enterprises residential mortgage-backed securities	8	1,124	(7)	377	(11)	1,501	(18)

Total temporarily impaired investment Securities	15	$1,369	$ (12)	$ 2,405	$(82)	$ 3,774	$ (94)

Government Sponsored Enterprises residential mortgage-backed securities. Unrealized losses on the Company’s investment in Government Sponsored Enterprises residential mortgage-backed securities were caused by market 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 basis of the Company’s investments. Because the decline in fair value is attributable to changes in market 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 basis, which may be maturity, the Company does not consider those investments to be other-than-temporarily impaired.

U.S. Government and Agency Securities. Unrealized losses on the Company's investments in direct obligations of U.S. government agencies were caused by market 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.

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, the Company reviews all securities to determine whether an other-than-temporary decline in value exists and whether losses should be recognized. The Company considers 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, the intent to sell a security or whether it is more likely than not the Company 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, the Company’s ability and intent to hold the security for a period of time that allows for the recovery in value.

As 16of March 31, 2018, and December 31, 2017, investment securities with a carrying value of $4,502,000 and $4,297,000, respectively, were pledged as collateral to secure public deposits and contingent borrowing at the Federal Reserve Discount Window.

~~Table~~ ~~of Contents~~ 13

and for equity securities, the Company’s ability and intent to hold the security for a period of time that allows for the recovery in value.

As of September 30, 2017 and December 31, 2016, investment securities with a carrying value of $4,363,000 and $4,432,000, respectively, were pledged as collateral to secure public deposits and contingent borrowing at the Discount Window.

6. Loans and Allowance for Loan Losses

The composition of the Bank’s loan portfolio is as follows:

(in 000’s)	~~September 30, 2017~~	~~December~~March 31, ~~2016~~2018	December 31,2017
Commercial and industrial	~~$2,291~~	$ 2,~~149~~098	$1,798
Commercial real estate	~~20,591~~	2119,~~488~~756	21,389
Consumer real estate	~~1,841~~	21,~~232~~606	1,729
Consumer loans other	~~807~~	~~966~~752	809
Total loans	~~$25,530~~	$ 2624,~~835~~212	$ 25,725

There were no unearned discounts at March 31, 2018. At December 31, ~~2016~~2017, the unearned discount totaled $1110,~~000~~858, and is included in the related loan accounts. ~~There were no unearned discounts at September 30, 2017.~~

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 an eight-quarter rolling historical charge-off rate to all ~~pools~~portfolio segments of non-classified loans.

·Qualitative Factors Component – The loan portfolio is broken down into ~~multiple~~portfolio ~~homogenous sub classifications~~segments, 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. During the ~~nine~~quarter ~~months~~ ended ~~September~~March 3031, ~~2017,~~2018 the Bank did not change any of its qualitative factors in any segment of the loan portfolio. In addition, the average historical loss factors were relatively unchanged as there were nominimal ~~charge-offs~~net recoveries during the quarter. Credits to the provision for the ~~nine~~three months ended ~~September~~March 3031, 2017 ~~and 2016~~ were primarily related to ~~the~~ decreases in the balance of ~~commercial~~loans ~~real~~as ~~estate~~well ~~loans~~ as the origination of SBA loans that are accounted for at fair value and are not included in the calculation of the allowance for loan losses. ~~In addition, there was improvement in the eight-quarter rolling historical charge-offs related to commercial and industrial loans that resulted in a reduction in the required general allowance.~~ To the extent actual outcomes differ from management’s estimates, additional provisions for loan losses may be required that would adversely ~~affect~~impact earnings in future periods. The following table presents an analysis of the allowance for loan losses.

(in 000's)	For the Three months ended March 31, 2018
	Commercial and industrial	Commercial real estate	Consumer real estate	Consumer loans Other	Unallocated	Total
Beginning balance	$7	$155	$10	$8	$-	$180
Provision (credit) for loan losses	-	3	(4)	1	20	20

Charge-offs	-	-	-	(5)	-	(5)
Recoveries	1	-	-	6	-	7
Net recoveries	1	-	-	1	-	2

Ending balance	$8	$158	$6	$10	$20	$202

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(in 000's)	For the Three months ended March 31, 2017
	Commercial and industrial	Commercial real Estate	Consumer real estate	Consumer loans Other	Unallocated	Total
Beginning balance	$68	$179	$10	$11	$32	$300
Credit for loan losses	(6)	(8)	(3)	-	(12)	(30)

Charge-offs	-	-	-	(1)	-	(1)
Recoveries	1	-	1	1	-	3
Net recoveries	1	-	1	-	-	2

Ending balance	$63	$171	$8	$11	$20	$273

~~The~~ ~~following table presents an analysis of the allowance for loan losses.~~ 14

(in 000's)	March 31, 2018	~~For the Three months ended September 30, 2017~~
	Commercial and industrial	Commercial real ~~estate~~Estate	Consumer real estate	Consumer loans Other	Unallocated	Total
Beginning balance	$ 74	$ 170	$ 8	$ 10	$ (10)	$ 252
Period-end amount allocated to:
Provision (credit) for loan losses	(65)	18	-	-	32	(15)
Loans individually evaluated for impairment	$-	$31	$-	$-	$-	$31
Charge-offs	-	-	-	(1)	-	(1)
Loans collectively evaluated for impairment	8	127	6	10	20	171
Recoveries	1	2	-	-	-	3
	$8	$158	$6	$10	$20	$202
Net (charge-offs) recoveries	1	2	-	(1)	-	2
Loans, ending balance:
Ending balance	$ 10	$ 190	$ 8	$ 9	$ 22	$239
Loans individually evaluated for impairment	$76	$1,226	$-	$-	$-	$1,302
(in 000's)		For the Three months ended September 30, 2016
Loans collectively evaluated for impairment	2,022	18,530	1,606	752	-	22,910
	Commercial and industrial	Commercial real estate	Consumer real estate	Consumer loans Other	Unallocated	Total
Total	$2,098	$19,756	$1,606	$752	$-	$24,212
Beginning balance	$ 87	$ 245	$ 13	$ 10	$ -	$ 355
Provision (credit) for loan losses	41	(75)	(11)	-	-	(45)
Charge-offs	-	(1)	-	-	-	(1)
Recoveries	1	-	6	1	-	8
Net (charge-off) recoveries	1	(1)	6	1	-	7
Ending balance	$ 129	$ 169	$ 8	$ 11	$ -	$ 317
(in 000's)		For the Nine months ended September 30, 2017
	Commercial and industrial	Commercial real estate	Consumer real estate	Consumer loans Other	Unallocated	Total
Beginning balance	$ 68	$ 179	$ 10	$ 11	$ 32	$ 300
Provision (credit) for loan losses	(61)	(16)	(3)	(1)	(10)	(91)
Charge-offs	-	-	-	(4)	-	(4)
Recoveries	3	27	1	3	-	34
Net (charge-offs) recoveries	3	27	1	(1)	-	30
Ending balance	$ 10	$ 190	$ 8	$ 9	$ 22	$ 239

(in 000's)			December 31, 2017
	Commercial and industrial	Commercial real Estate	Consumer real estate	Consumer loans Other	Unallocated	Total

Period-end amount allocated to:

Loans individually evaluated for impairment	$-	$-	$-	$-	$-	$-
Loans collectively evaluated for impairment	7	155	10	8	-	180
	$7	$155	$10	$8	$-	$180

Loans, ending balance:
Loans individually evaluated for impairment	$76	$1,201	$-	$-	$-	$1,277
Loans collectively evaluated for impairment	1,722	20,188	1,729	809	-	24,448
Total	$1,798	$21,389	$1,729	$809	$-	$25,725

~~Table~~ ~~of Contents~~ 15

(in 000's)		For the Nine months ended September 30, 2016
	Commercial and industrial		Commercial real estate	Consumer real estate	Consumer loans Other	Total
Beginning balance	$ 151		$ 250	$ 8	$ 9	$ 418
Provision (credit) for loan losses	(25)		(39)	14	-	(50)
Charge-offs	-		(42)	(22)	(3)	(67)
Recoveries	3		-	8	5	16
Net (charge-offs)recoveries	3		(42)	(14)	2	(51)
Ending balance	$ 129		$ 169	$ 8	$ 11	$ 317

(in 000's)			September 30, 2017
	Commercial and industrial	Commercial real estate		Consumer real estate	Consumer loans Other	Unallocated	Total
Period-end amount allocated to:
Loans individually evaluated for impairment	$ -	$ 70		$ -	$ -	$ -	$ 70
Loans collectively evaluated for impairment	10	120		8	9	22	169
	$ 10	$ 197		$ 8	$ 9	$ 22	$ 239
Loans, ending balance:
Loans individually evaluated for impairment	$ 319	$ 1,719		$ -	$ -	$ -	$ 2,038
Loans collectively evaluated for impairment	1,972	18,872		1,841	807	-	21,322
Total	$ 2,291	$ 20,591		$ 1,841	$ 807	$ -	$ 25,530

(in 000’s)			December 31, 2016
	Commercial and industrial	Commercial real estate	Consumer real estate	Consumer loans Other	Unallocated	Total
Period-end amount allocated to:
Loans individually evaluated for impairment	$ -	$ 54	$ -	$ -	$ -	$ 54
Loans collectively evaluated for impairment	68	125	10	11	32	246
	$ 68	$ 179	$ 10	$ 11	$ 32	$ 300
Loans, ending balance:
Loans individually evaluated for impairment	$ 352	$ 1,731	$ -	$ -	$ -	$ 2,083
Loans collectively evaluated for impairment	1,797	19,757	2,232	966	-	24,752
Total	$ 2,149	$ 21,488	$ 2,232	$ 966	$ -	$ 26,835

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Nonperforming and Nonaccrual and Past Due Loans

An age analysis of past due loans, segregated by class of loans, as of ~~September~~March 3031, ~~2017~~2018 is as follows:

		Accruing	Nonaccrual
	Loans	Loans 90 or	Loans 90 or
(In 000's)	30-89 Days	More Days	More Days	Total Past	Current
	Past Due	Past Due	Past Due	Due Loans	Loans	Total Loans
Commercial and industrial:
Commercial	$ 2615	$ -	$ -	$ 2615	$ ~~823~~1,031	$ ~~849~~1,046
SBA loans	-	-	-	-	4166	4166
Asset-based	-	-	~~319~~86	~~319~~86	~~1,082~~900	~~1,401~~986
Total Commercial and industrial	2615	-	~~319~~86	~~345~~101	1,~~946~~997	2,~~291~~098
Commercial real estate:
Commercial mortgages	~~661~~42	-	1,~~280~~169	1,~~941~~211	9,~~105~~871	11,~~046~~082
SBA loans	-	-	~~244~~78	~~244~~78	~~210~~184	~~454~~262
Construction	-	-	-	-	~~406~~106	~~406~~106
Religious organizations	41-	-	~~189~~184	~~230~~184	8,~~455~~122	8,~~685~~306
Total Commercial real estate	~~702~~42	-	1,~~713~~431	21,~~415~~473	18,~~176~~283	2019,~~591~~756
Consumer real estate:
Home equity loans	-	123	~~308~~287	~~341~~410	~~321~~246	~~752~~656
Home equity lines of credit	-	-	-	-	1716	1716
1-4 family residential mortgages	3226	-	-32	3258	~~1,040~~876	~~1,072~~934
Total consumer real estate	3226	123	~~308~~319	~~463~~468	1,~~378~~138	1,~~841~~606
Total real estate	~~734~~68	123	21,~~021~~750	21,~~878~~941	19,~~554~~421	2221,~~432~~362
Consumer and other:
Student loans	89	69	-	158	~~551~~490	~~709~~648
Other	-	2	-	2	96102	98104
Total consumer and other	89	71	-	160	~~647~~592	~~807~~752
Total loans	$ ~~849~~172	$ 194	$ 21,~~340~~836	$ 32,~~383~~202	$ 22,~~147~~010	$ 2524,~~530~~212

An age analysis of past due loans, segregated by class of loans, as of December 31, ~~2016~~2017 is as follows:

		~~Accruing~~	~~Nonaccrual~~Accruing	Nonaccrual
	Loans	Loans 90 or	~~Loans 90 or~~	Loans 90 or
	30-89 Days	More Days	~~More Days~~	~~Total~~More ~~Past~~Days	~~Current~~Total Past	Current
(In 000's)	Past Due	Past Due	~~Past Due~~	~~Due~~Past ~~Loans~~Due	Due Loans	~~Total~~ Loans	Total Loans
Commercial and industrial:
Commercial	$ -	~~$ -~~	$ 33-	$ 33-	$ ~~857~~-	$ ~~890~~909	$909
Asset-based	27	243	75	345	914	1,259
SBA Loans	-		-	-	-	19	19
Total Commercial and industrial	27	243	108	378	1.771	2,149
Asset-based	-		-	76	76	794	870
Commercial real estate:
Total Commercial and industrial	-		-	76	76	1,722	1,798
Commercial mortgages	-	11	1,270	1,281	10,104	11,385
Commercial real estate:
SBA loans	-	162	93	255	-	255
Commercial mortgages	50		208	935	1,193	10,478	11,671
Construction	-	-	-	-	542	542
SBA loans	-		-	81	81	588	669
Religious organizations	-	-	196	306	9,000	9,306
Construction	-		-	-	-	419	419
Total Commercial real estate	110	173	1,559	1,842	19,646	21,488
Religious organizations	-		-	187	187	8,443	8,630
Consumer real estate:
Total Commercial real estate	50		208	1,203	1,461	19,928	21,389
Home equity loans	-	153	345	498	301	799
Consumer real estate:
Home equity lines of credit	-	-	-	-	19	19
Home equity loans	38		123	289	450	191	641
1-4 family residential mortgages	59	-	75	134	1,280	1,414
Home equity lines of credit	-		-	-	-	17	17
Total consumer real estate	59	153	420	632	1,600	2,232
1-4 family residential mortgages	64		-	48	112	959	1,071
Total real estate	169	326	1,979	2,474	21,246	23,720
Total consumer real estate	102		123	337	561	1,168	1,729
Consumer and other:
Total real estate
Student loans	38	61	-	99	756	855
Consumer and other:
Other	-	1	-	1	110	111
Student loans	32		55	-	87	613	700
Total consumer and other	38	62	-	100	866	966
Other	6		1	-	7	102	109
Total loans	$ 234	$ 631	$ 2,087	$ 2,952	$ 23,883	$ 26,835
Total consumer and other	38		56	-	94	715	809
Total loans	$190		$387	$1,616	$2,192	$23,533	$25,725

~~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 16

Loan 20Origination/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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system supplements the review process by providing management with periodic reports related to loan origination, asset quality, concentrations of credit, loan delinquencies and non-performing and emerging problem loans. Diversification in the portfolio is a means of managing risk with fluctuations in economic conditions.

Credit Quality Indicators. For commercial loans, management uses internally assigned risk ratings as the best indicator of credit quality. Each loan’s internal risk weighting is assigned at origination and updated at least annually and more frequently if circumstances warrant a change in risk rating. The Bank uses a 1 through 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.

·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 as well as loans that are 90 days or more past due and have not been placed on nonaccrual. 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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a loan, but no later than 90 days past due. 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.

The tables below detail the Bank’s loans by class according to their credit quality indictors discussed above.

(In 000's)			Commercial Loans March 31, 2018			~~Commercial Loans September 30, 2017~~
	Good/ Excellent	Satisfactory	Pass	~~Satisfactory~~Special Mention	Substandard	~~Pass~~Doubtful	~~Special Mention~~Total	~~Substandard~~		~~Doubtful~~	~~Total~~
Commercial and industrial:
Commercial	$ ~~260~~250	$691	$-	$ ~~341~~15	$216	$ 4-	~~$ 26~~1,172	~~$ 218~~		~~$ -~~	~~$ 849~~
SBA loans	-	-	16	-	-	41-	-16	-		-	41
Asset-based	-	594	148	~~839~~-	92	~~243~~76	-910	~~243~~		76	~~1,401~~
	$ 260			$ 1,180		$ 288	$ 26	$ 461		$ 76	$ 2,291
	250	1,285	164	15	308	76	2,098
Commercial real estate:
Commercial mortgages	$ -	7,934	1,693	~~$ 6,983~~459	779	~~$ 2,253~~217	~~$ 489~~11,082	~~$ 1,092~~		~~$ 219~~	~~$ 11,046~~
SBA Loans	-	184	-	~~209~~-	78	1-	-262	~~244~~		-	~~454~~
Construction	-	106	-	~~406~~-	-	-	-106	-		-	~~406~~
Religious organizations	5341	7,255	826	~~7,602~~-	184	~~736~~-	~~105~~8,306	~~189~~		-	~~8,685~~
	53			$ 15,200		$ 2,990	$ 594	$1,525		$ 219	$ 20,591
	41	15,479	2,519	459	1,041	217	19,756
Total commercial loans	$ ~~313~~291	$16,764	$2,683	$ ~~16,380~~474	$1,349	$ ~~3,278~~293	$ ~~620~~21,854	~~$ 1,986~~		~~$ 295~~	~~$ 22,882~~
(In 000's)					Residential Mortgage and Consumer Loans September 30, 2017
	Performing					Nonperforming			Total
Consumer Real Estate:
Home equity	$ 444					$ 308			$ 752
Home equity line of credit	17					-			17
1-4 family residential mortgages	1,072					-			1,072
	$ 1,533					$ 308			$ 1,841
Consumer Other:
Student loans	$ 709					$ -			$ 709
Other	98					-			98
	$ 807					-			$ 807
Total consumer loans	$ 2,340					$ 308			$ 2,648

	Residential Mortgage and Consumer Loans March 31, 2018
	Performing	Nonperforming	Total

Consumer Real Estate:
Home equity	$246	$410	$656
Home equity line of credit	16	-	16
1-4 family residential mortgages	902	32	934
	1,164	442	1,606

Consumer Other:
Student loans	593	56	649
Other	103	-	103
	696	56	752

Total consumer loans	$1,860	$498	$2,358

~~Table~~ ~~of Contents~~ 18

(In 000's)			Commercial Loans, December 31, ~~2016~~2017
	Good/ Excellent	Satisfactory	Pass	Special Mention	Substandard	~~Substandard~~Doubtful	Total	~~Doubtful~~	~~Total~~
Commercial and industrial:
Commercial	$ ~~260~~250	$ ~~331~~423	$ 9-	$ 3819	$217	$ ~~252~~-	$909	~~$ -~~	~~$ 890~~
Asset-based	-	742	198	-		243		76	1,259
SBA loans	-	-	19	-	-	-	19
	260	1,073	207	38		495		76	2,149
Asset-based	-	549	152	-	93	76	870
Commercial real estate:
	250	972	171	19	310	76	1,798
Commercial mortgages	-	8,193	1,375	537		1,059		221	11,385
Commercial real estate:
SBA Loans	-	2	-	160		93		-	255
Commercial mortgages	-	7,876	2,764	17	797	217	11,671
Construction	-	542	-	-		-		-	542
SBA Loans	-	588	-	-	81	-	669
Religious organizations	49	8,201	751	109		196		-	9,306
Construction	-	419	-	-	-	-	419
	49	16,938	2,126	806		1,348		221	21,488
Religious organizations	48	7,560	835	-	187	-	8,630
Total commercial loans	$ 312	$ 18,011	$ 2,333	$ 844		$ 1,843		$ 297	$ 23,637
	48	16,443	3,599	17	1,065	217	21,389
			Residential Mortgage and Consumer Loans December 31, 2016
Total commercial loans	$298	$17,415	$3,770	$36	$1,375	$293	$23,187
	Performing		Nonperforming		Total
Consumer Real Estate:
Home equity	$ 494		$ 345		$ 799
Home equity line of credit	19		-		19
1-4 family residential mortgages	1,339		75		1,414
	1,812		420		2,232
Consumer Other:
Consumer Installment	-		-		-
Student loans	855		-		855
Other	111		-		111
	966		-		966
Total consumer loans	$ 2,778		$ 420		$ 3,198

	Residential Mortgage and Consumer Loans December 31, 2017
	Performing	Nonperforming	Total

Consumer Real Estate:
Home equity	$352	$289	$641
Home equity line of credit	17	-	17
1-4 family residential mortgages	1,023	48	1,071
	1,392	337	1,729

Consumer Other:
Student loans	700	-	700
Other	109	-	109
	809	-	809

Total consumer loans	$2,201	$337	$2,538

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~~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. Specific reserves are allocated to cover “other-than-permanent” impairment for which the underlying collateral value may fluctuate with market conditions. There were no partial charge-offs during the ~~nine~~three months ended ~~September~~March 3031, ~~2017~~2018. During the nine months ended September 30, 2016, there was a partial charge-off of $41,000 related to one commercial real estate loan for which there was a decline in the value of the underlying collateral.

Consumer real estate and other loans are not individually evaluated for impairment, but collectively evaluated, because they are pools of smaller balance homogeneous loans.

2319

~~Table~~Impaired loans as of ~~Contents~~ March 31, 2018 are set forth in the following table.

Consumer real estate and other loans are not individually evaluated for impairment, but collectively evaluated, because they are pools of smaller balance homogeneous loans.

(In 000's)	Unpaid Contractual	Recorded Investment	Recorded Investment	Total
	Principal	With No	With	Recorded	Related
	Balance	Allowance	Allowance	Investment	Allowance

Commercial and industrial:
Commercial	$-	$-	$-	$-	$-
SBA loans	-	-	-	-	-
Asset-based	76	76	-	76	-
Total commercial and industrial	76	76	-	76	-

Commercial real estate:
Commercial mortgages	964	790	174	964	31
SBA Loans	78	78	-	78	-
Religious organizations	184	184	-	184	-
Total commercial real estate	1,226	1,052	174	1,226	31

Total loans	$1,302	$1,128	$174	$1,302	$31

Impaired loans as of ~~September~~December 3031, 2017 are set forth in the following table.

(In 000's)	Unpaid Contractual	Recorded Investment	Recorded Investment	Total
	Principal	With No	With	Recorded	Related
	Balance	Allowance	Allowance	Investment	Allowance
Commercial and industrial:
Asset-based	$ 319	$ 319	$ -	$ 319	$ -
Commercial	$-	$-	$-	$-	$-
Total commercial and industrial	319	319	-	319	-
SBA	-	-	-	-	-
Asset based	76	76	-	76	-
Total Commercial and industrial	76	76	-	76	-
Commercial real estate:
Commercial mortgages	~~1,279~~933	~~806~~933	~~473~~-	~~1,279~~933	70-
SBA Loans	~~248~~81	~~248~~81	-	~~248~~81	-
Religious organizations	192	192	-	192	-
Religious Organizations	187	187	-	187	-
Total commercial real estate	1,719	1, 246	473	1,795	70
Total Commercial real estate	1,201	1,201	-	1,201	-
Total loans	$ 21,~~038~~277	$ 1,~~565~~277	$ ~~473~~-	$ 21,~~038~~277	~~$ 70~~-

Impaired loans as of December 31, 2016 set forth in the following table.

(In 000's)	Unpaid Contractual	Recorded Investment	Recorded Investment	Total
	Principal	With No	With	Recorded	Related
	Balance	Allowance	Allowance	Investment	Allowance
Commercial and industrial:
Commercial	$ 33	$ 33	$ -	$ 33	$ -
Asset-based	319	319	-	319	-
Total commercial and industrial	352	352	-	352	-
Commercial real estate:
Commercial mortgages	1,321	807	473	1,281	54
SBA Loans	255	255	-	255	-
Religious organizations	195	195	-	195	-
Total commercial real estate	1,771	1,258	473	1,731	54
Total loans	$ 2,123	$ 1,610	$ 473	$ 2,083	$ 54

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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. The following tables present additional information about impaired loans.

(In 000's)	Three Months Ended ~~September~~March 3031, ~~2017~~2018		Three Months Ended ~~September~~March 3031, ~~2016~~2017
	Average	Interest recognized	Average	Interest recognized
	Recorded	on impaired	Recorded	on impaired
	Investment	Loans	Investment	Loans
Commercial and industrial:
SBA loans	$ -	$ -	$ 39	$ -
Commercial	$76	$-	$33	$-
Asset-based	243	-	398	-
SBA loans	-	-	-	-
Total commercial and industrial	243	-	437	-
Asset-based	-	-	319	-
Total commercial and industrial	76	-	352	-
Commercial real estate:
Commercial mortgages	~~1,355~~965	-	1,280	1-
SBA loans	~~245~~79	-	~~162~~254	-
Religious organizations	~~189~~185	-	~~200~~194	-
Total commercial real estate	1,~~789~~229	-	1,~~642~~728	1-
Total loans	$ 21,~~032~~305	$ -	$ 2,~~079~~080	$ 1-

(In 000's)	Nine Months Ended September 30, 2017		Nine Months Ended September 30, 2016
	Average	Interest recognized	Average	Interest recognized
	Recorded	on impaired	Recorded	on impaired
	Investment	Loans	Investment	Loans
Commercial and industrial:
SBA loans	$ -	$ -	$ 39	$ -
Asset-based	261	-	398	-
Total commercial and industrial	261	-	437	-
Commercial real estate:
Commercial mortgages	1,355	-	1,422	5
SBA loans	249	-	304	3
Religious organizations	192	-	299	-
Total commercial real estate	1,796	-	2,025	8
Total loans	$2,057	$ -	$ 2,462	$ 8

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 not 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 modified loans met the criteria of a troubled debt restructuring. Therefore, the Company had no troubled debt restructurings at ~~September~~March 3031, ~~2017~~2018 and December 31, ~~2016~~2017.

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7. 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. Activity in other real estate owned for the periods was as follows:

(in 000's)	Three Months Ended	Three Months Ended	~~Nine Months Ended~~	~~Nine Months Ended~~
	September 30, 2017	September 30, 2016	September 30, 2017	September 30, 2016
	March 31, 2018	March 31, 2017
Beginning balance	$ ~~447~~626	$ 447	~~$ 447~~	~~$ 480~~
Additions, transfers from loans	-	-	-	-
Sales	-(57)	-	-	~~(33)~~
	447	447	447	447
	569	447
Write-ups	-	-	-	-
Write-ups (Write-downs)	-	-
Ending Balance	$~~447~~569	$ 447	~~$ 447~~	~~$ 447~~

There were no loans in the process of foreclosure at ~~September~~March 3031, ~~2017~~2018 and December 31, ~~2016~~2017.

The following schedule reflects the components of other real estate owned:

(in 000's)	~~September~~March 3031, ~~2017~~2018	December 31, ~~2016~~2017
Commercial real estate	$ ~~298~~316	$ ~~298~~317
Residential real estate	~~149~~253	~~149~~309
Total	$ ~~447~~569	$ ~~447~~626

The following table details the components of net expense ~~(income)~~ of other real estate owned:

	Three Months Ended	Three Months Ended	~~Nine Months Ended~~	~~Nine Months Ended~~
(in 000's)	~~September~~March 3031, ~~2017~~2018	~~September~~March 3031, ~~2016~~2017	~~September 30, 2017~~	~~September 30, 2016~~
Insurance	$ -5	$ 34	~~$ 7~~	~~$ 9~~
Legal fees	-	-		16
Professional fees	-	5
Foreclosure expense	-	56		56
Real estate taxes	4	3
Professional fees		-	5	4
Maintenance	2	9
Real estate taxes	14	6	21	16
Utilities	2	-
Utilities	1	1	2	2
Transfer-in write-up	-	-
Maintenance	13	-	22	-
Impairment charges (net)	-	-
Other	-1	-	-	1
Total	$ 2814	$ 6621	~~$ 57~~	~~$ 104~~

8. Fair Value

Fair Value Measurement

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 ASC 820, the fair value of a financial instrument 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 Company's various financial instruments. 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 in FASB ASC 820 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 21

The 26fair value guidance in FASB ASC 820 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 at fair value in three levels as follows:

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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 at fair value in three levels as follows:

Level 1

·Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

Level 2

·Quoted prices for similar assets or liabilities in active markets.

·Quoted prices for identical or similar assets or liabilities in markets that are not active.

·Inputs other than quoted prices that are observable, either directly or indirectly, for the term of the asset or liability (e.g., interest rates, yield curves, credit risks, prepayment speeds or volatilities) or “market corroborated inputs.”

Level 3

·Prices or valuation techniques that require inputs that are both unobservable (i.e., supported by little or no market activity) and that are significant to the fair value of the assets or liabilities.

·These assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

A financial instrument’s 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 (“AFS”): Where quoted prices are available in an active market, securities would be classified within Level 1 of the valuation hierarchy. ~~Level 1 securities include highly liquid government bonds and mutual 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 models. Level 2 securities include U.S. agency securities and mortgage backed agency securities.

Loans Held for Sale. Fair values are estimated by using actual ~~quoted~~indicative market bids on a loan- by- loan basis.

Loans Held at Fair Value. Fair values for loans for which the guaranteed portion is intended to be sold are estimated by using actual quoted market bids on a loan by loan basis. Fair values for the un-guaranteed portion of SBA loans are estimated based on the present value of future cashflows for each asset based on their unique characteristics, market-based assumptions for prepayment speeds, discount rates, default and voluntary prepayments as well as assumptions for losses and recoveries.

Servicing ~~Asset~~Assets. Fair values for servicing assets related to SBA loans are estimated based on the present value of future cashflows for each asset based on their unique characteristics, market-based assumptions for prepayment speeds, discount rates, default and voluntary prepayments as well as assumptions for losses and recoveries.

2722

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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:	~~Fair Value Measurements at Reporting Date Using:~~
	Assets Measured at Fair Value at September 30, 2017	Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)
	Assets Measured atFair Value atMarch 31, 2018	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:
U.S. Government agency securities	$ 2,~~298~~252	$ -	$ 2,~~298~~252	$ -
Government Sponsored Enterprises residential mortgage-backed securities	2,~~858~~579	-	2,~~858~~579	-
Money market funds	131	131	-	-
Total	$4,831	$-	$4,831	$-
Total	$ 5,287	$ 131	$ 5,156	$ -
Loans held for sale	$10,468	$-	$10,468	$-
Loans held for sale	$ 9,827	$ -	$ 9,827	$ -
Loans held at fair value	$4,849	$-	$-	$4,849
Loans held at fair value	$ 4,645	$ -	$ -	$ 4,645
Servicing asset	$318	$-	$-	$318
Servicing asset	$ 330	$ -	$ -	$ 330

(in 000’s)	Fair Value Measurements at Reporting Date Using:	~~Fair Value Measurements at Reporting Date Using:~~
	Assets Measured at Fair Value at December 31, 2016	Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)
	Assets Measured at Fair Value at December 31, 2017	Quoted Prices in ActiveMarkets for IdenticalAssets (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)
Investment securities available-for-sale:
U.S. Government Agency securities	$ 2,268	$ -	$2,268	$ -
U.S. Government agency securities	$2,273	$-	$2,273	$-
Government Sponsored Enterprises residential mortgage-backed securities	32,~~180~~740	-	32,~~180~~740	-
Money market funds	~~130~~132	~~130~~132	-	-
Total	$5,~~578~~145	$~~130~~132	$ 5,~~548~~013	$ -
Loans held for sale	$710,~~794~~297	$ -	$710,~~794~~297	$ -
Loans held at fair value	$4,~~207~~451	$ -	$ -	$ 4,~~207~~451
Servicing asset	$ ~~313~~319	$ -	$ -	$ ~~313~~319

The fair value of the Bank’s AFS securities portfolio was approximately $54,~~287~~963,000 and $5,~~578~~145,000 at ~~September~~March 3031, ~~2017~~2018 and December 31, ~~2016~~2017, 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 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 periods ended ~~September~~March 3031, ~~2017~~2018 and ~~2016~~2017.

When estimating the fair value of Level 3 financial instruments, management uses various observable and unobservable inputs. These inputs include estimated cashflows, prepayment speeds, average projected default rate and discount rates as follows:

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(in 000’s)

Assets measured at fair value	~~September~~March 3031, ~~2017~~2018 Fair value	December 31, ~~2016~~2017 Fair Value	Principal valuation techniques	Significant observable inputs	~~September~~March 3031, ~~2017~~2018 Range of inputs	December 31, ~~2016~~2017 Range of inputs
Loans held at fair value:	$ 4,~~645~~849	$ 4,~~207~~451	Discounted cash flow	Constant prepayment rate	79.7317% to 95.7600%	78.5354% to 910.6241 %
				Weighted average discount rate	89.6861% to 101.8065%	89.1100% to 1011.5862%
				Weighted average life	32.1362 yrs. to 98.7789 yrs.	32.~~05yrs~~67 yrs. to 9.9529 yrs.
				Projected default rate	01.7213% to 5.1776%	0.7775% to 67.6461%

(in 000’s)

Assets measured at fair value	~~September~~March 3031, ~~2017~~2018 Fair value	December 31, ~~2016~~2017 Fair Value	Principal valuation techniques	Significant observable inputs	~~September~~March 3031, ~~2017~~2018 Range of inputs	December 31, ~~2016~~2017 Range of inputs
Servicing asset	$~~330~~318	$ ~~313~~319	Discounted cash flow	Constant prepayment rate	57.3836% to 914.7964%	45.8958% to 910.9667 %
				Weighted average discount rate	1211.3845% to 1728.2559%	1011.5075% to 1519.3174%
				Weighted average life	32.1323 yrs. to 97.5613 yrs.	32.~~05yrs~~67 yrs. to 9.7009 yrs.

Due to the inherent uncertainty of determining the fair value of assets that do not have a readily available market value, fair value as determined by management may fluctuate from period to period.

The following table summarizes additional information about assets measured at fair value on a recurring basis for which level 3 inputs were utilized to determine fair value:

(in 000’s)	~~Loans held at fair value~~	~~Servicing~~Loans ~~Asset~~held at fair value	Servicing Asset
Balance at December 31, 2016	$ 4,207	$ 313
Balance at December 31, 2017		$4,451	$319
Origination of loans/additions	~~437~~	39398	33
Principal repayments/Amortization	(126)	(27)
Principal repayments/amortization		(45)	(34)
Change in fair value of financial instruments	~~127~~	545	-
Balance at September 30, 2017	$ 4,645	$ 330
Balance at March 31, 2018		$4,849	$318

Fair Value on a Nonrecurring Basis

Certain assets are not measured at fair value on a recurring basis but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment). The following table presents the assets carried on the consolidated balance sheet by level within the hierarchy as of ~~September~~March 3031, ~~2017~~2018 and December 31, ~~2016~~2017, for which a nonrecurring change in fair value has been recorded during the ~~nine~~three months ended ~~September~~March 3031, ~~2017~~2018 and year ended December 31, ~~2016~~2017.

Carrying 29Value at March 31, 2018:

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(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)

Impaired loans

$174

Other real estate owned (“OREO”)

$569

$ 569

Carrying Value at ~~September~~December 3031, 2017:

(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 9 months ended~~
Impaired Loans	$ ~~472~~134	$ -	$ -	$ ~~472~~134	~~$ -~~
Other real estate owned (“OREO”)	$ ~~447~~626	$ -	$ -	$ ~~447~~626	~~$ -~~

~~Carrying~~The ~~Value~~Company has measured impairment on impaired loans generally based on the fair value of the loan’s collateral. Fair value is generally determined based upon independent third-party appraisals of the properties. In some cases, management may adjust the appraised value due to the age of the appraisal, changes in market conditions, or observable deterioration of the property since the appraisal was completed. Additionally, management makes estimates about expected costs to sell the property which are also included in the net realizable value. If the fair value of the collateral dependent loan is less than the carrying amount of the loan a specific reserve for the loan is made in the allowance for loan losses or a charge-off is taken to reduce the loan to the fair value of the collateral (less estimated selling costs) and the loan is included in the table above as a Level 3 measurement. If the fair value of the collateral exceeds the carrying amount of the loan, then the loan is not included in the table above as it is not currently being carried at its fair value. At March 31, 2018 and December 31, ~~2016:~~2017, the fair values shown above exclude estimated selling costs of $57,000.

(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 12 months ended
Impaired Loans	$ 418	$ -	$ -	$ 418	$ -
Other real estate owned (“OREO”)	$ 447	$ -	$ -	$ 447	$ -

The Company has measured impairment on impaired loans generally based on the fair value of the loan’s collateral. Fair value is generally determined based upon independent third-party appraisals of the properties. In some cases, management may adjust the appraised value due to the age of the appraisal, changes in market conditions, or observable deterioration of the property since the appraisal was completed. Additionally, management makes estimates about expected costs to sell the property which are also included in the net realizable value. If the fair value of the collateral dependent loan is less than the carrying amount of the loan a specific reserve for the loan is made in the allowance for loan losses or a charge-off is taken to reduce the loan to the fair value of the collateral (less estimated selling costs) and the loan is included in the table above as a Level 3 measurement. If the fair value of the collateral exceeds the carrying amount of the loan, then the loan is not included in the table above as it is not currently being carried at its fair value. At September 30, 2017 and December 31, 2016, the fair values shown above exclude estimated selling costs of $48,000.

OREO is carried at the lower of cost or fair value, which is measured at the foreclosure date. If the fair value of the collateral exceeds the carrying amount of the loan, no charge-off or adjustment is necessary, the loan is not considered to be carried at fair value, and is therefore not included in the table above. If the fair value of the collateral is less than the carrying amount of the loan, management will charge the loan down to its estimated realizable value. The fair value of OREO is based on the appraised value of the property, which is generally unadjusted by management and is based on comparable sales for similar properties in the same geographic region as the subject property, and is included in the above table as a Level 2 measurement. In some cases, management may adjust the appraised value due to the age of the appraisal, changes in market conditions, or observable deterioration of the property since the appraisal was completed. In these cases, the loans are categorized in the above table as Level 3 measurement since these adjustments are considered to be unobservable inputs. Income and expenses from operations and further declines in the fair value of the collateral subsequent to foreclosure are included in net expenses from OREO.

Fair Value of Financial Instruments

FASB ASC Topic 825 requires disclosure of the fair value of financial assets and financial liabilities, including those financial assets and financial liabilities that are not measured and reported at fair value on a recurring basis or non-recurring basis.

The following methods and assumptions were used by the Company in estimating its fair value disclosures for financial instruments not carried at fair value:

Cash and cash equivalents: The carrying amounts reported in the statement of condition for cash and cash equivalents approximate those assets’ fair values.

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.

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Accrued interest receivable: The carrying amount of accrued interest receivable approximates fair value.

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.

Accrued interest payable: The carrying amounts of accrued interest payable approximate fair value.

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. The carrying amount of accrued interest payable approximates fair market value.

The fair value of assets and liabilities not previously disclosed are depicted below:

		September 30, 2017		December 31, 2016
		March 31, 2018		December 31, 2017
	Level in	Carrying	Fair	Carrying	Fair
	Value Hierarchy	Amount	Value	Amount	Value
(Dollars in thousands)
Assets:
Cash and cash equivalents	Level 1	$1413,~~802~~170	$1413,~~802~~170	$ 711,~~803~~671	$ 711,~~803~~671
Loans, net of allowance for loan losses	(1)	2524,~~291~~011	2523,~~499~~951	2625,~~534~~545	2625,~~617~~831
Servicing asset	Level 3	~~330~~318	~~330~~318	~~313~~319	~~313~~319
Accrued interest receivable	Level 21	~~157~~120	~~157~~120	~~141~~153	~~141~~153
Liabilities:
Demand deposits	Level 21	3734,~~629~~561	~~37629~~34,561	2834,~~497~~610	2834,~~497~~610
Savings deposits	Level 21	11,~~704~~690	11,~~704~~690	11,~~735~~505	11,~~735~~505
Time deposits	(2)	89,~~625~~575	89,~~586~~491	109,~~411~~339	109,~~,395~~280
Accrued interest payable	Level 21	1222	1222	1114	1114

(1)Level 2 for non-impaired loans; Level 3 for impaired loans.

(2)Level 1 for variable rate instruments, level 3 for fixed rate instruments.

9. ~~Regulatory~~ Revenue Recognition

Management determined that the primary sources of revenue associated with financial instruments, including interest income on loans and investments, along with certain noninterest revenue sources including gains on the sale of loans, the change in fair value of financial instruments, are not within the scope of Topic 606. As a result, no changes were made during the period related to these sources of revenue, which cumulatively comprise 85.1% of the total revenue of the Company.

The significant components of noninterest income within the scope of Topic 606 are as follows:

Customer Service Fees and ATM Fees — The Company has contracts with its deposit account customers where fees are charged for certain items or services. Service charges include account analysis fees, monthly service fees, overdraft fees, and other deposit account related fees. Additionally, the Company collects revenue when outside customers utilize the Bank’s ATM machines for transactions. Revenue related to account analysis fees, ATM transactions and service fees is recognized on a monthly basis as the Company has an unconditional right to the fee consideration. Fees attributable to specific performance obligations of the Company (i.e. overdraft fees, etc.) are recognized at a defined point in time based on completion of the requested service or transaction.

The following presents noninterest income, segregated by revenue streams in-scope and out-of-scope of Topic 606, for the three months ended March 31, 2018 and 2017.

	Three Months Ended March 31,
	2018	2017
(Dollars in thousands)
Noninterest income:
In-scope of Topic 606
Customer Service Fees	$100	$96
ATM Fee Income	25	31
Other income	25	28
Noninterest income (in-scope of Topic 606)	150	155
Noninterest income (out-of-scope of Topic 606)	165	86
Total noninterest income	$315	$241

10. Regulatory

On April 25, 2018, the Bank entered into stipulations consenting to the issuance of amended and restated Consent Orders with the Federal Deposit Insurance Corporation (“FDIC”) and the Pennsylvania Department of Banking (“Department”) which serve as a prescriptive Restoration Plan providing benchmarks for capital, earnings and asset quality. The material terms of the Consent Orders are identical. The requirements and status of items included in the Orders are as follows:

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. The Board of Directors is optimistic about the Bank’s ability to achieve the requirements as stated. These Orders represent a more tailored approach by regulators to strengthen and preserve minority-owned financial institutions like United Bank of Philadelphia. The priority for the Board of Directors and management is to comply with the Order promptly. The requirements of the Orders are as follows:

·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. Add two additional board members with banking experience.

·Complete audited financial statements for 2016, 2017, and 2018.

·Formulate and implement a Restoration/Strategic Plan to increase profitability reduce expenses and improve operating performance and related ratios.

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·Develop and implement a Strategic Plan for each year during which the orders are in effect, to be revised 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%, by September 2019;

·Formulate a written plan to improve asset quality and reduce the Bank’s risk positions in assets classified as “Doubtful” or “Substandard” at its regulatory examination;

·Eliminate all assets classified as “Loss” at its current regulatory examination;

·Refrain from accepting any brokered deposits; ~~Prepare and submit quarterly reports to the FDIC and the Department detailing the actions taken to secure 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.

·Refrain from paying cash dividends without prior approval of the FDIC and the Department;

As of ~~September~~March 3031, ~~2017~~2018, and December 31, ~~2016~~2017, the Bank’s tier one leverage capital ratio was 54.7487% and 45.8251%, respectively, and its total risk -based capital ratio was 109.1131% and 910.0811%, respectively. 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 net loss during the quarter resulted in a decrease in the capital ratios. Management has developed and submitted a Capital Plan that focuses on the following:

1.·Core Profitability from Bank operations—Core profitability is essential to stop the erosion of capital.

2.·External equity investments~~--In~~—During ~~March~~ 2017 ~~and September 2017~~, the Company received external investments of $~~675~~925,000 and from other financial institutions. In May 2020, the Bank received an investment of $~~250~~600,000, ~~respectively,~~ from ~~other~~another financial ~~institutions~~institution. External capital investments will continue to be sought.

As·Performance agrants—Management ~~result~~has ofdeveloped ~~the~~a ~~above~~performance ~~actions,~~grant ~~management~~strategy ~~believes~~to ~~that~~attract ~~the~~funding ~~Bank~~based ~~has~~on economic impact and ~~will~~job ~~continue~~creation/retention. The togoal ~~attempt~~is to ~~comply~~obtain ~~with~~grant ~~the~~funding ~~terms~~from ~~and~~local ~~conditions~~entities ofthat ~~the~~are ~~Orders~~seeking ~~and~~a ~~will~~“return ~~continue~~on toimpact”. ~~operate~~In asApril a2019, ~~going~~the ~~concern~~Bank ~~and~~received ana ~~independent~~$2.5 ~~financial~~million ~~institution~~economic ~~for~~stimulus grant from the ~~foreseeable~~City ~~future.~~of Philadelphia.

10In September 2020, the Bank received a grant totaling $3.4 million from the Pennsylvania CDFI Network to provide financial assistance related to potential losses related to the COVID-19 pandemic. ~~Going~~Approximately ~~Concern~~$614,000 of the grant was allocated to make principal and interest payments for up to six months for struggling small businesses in the Bank’s loan portfolio and mitigate potential deterioration in asset quality.

~~The Company’s consolidated financial statements have been prepared assuming that the Company will continue as a going concern~~Further, ~~which contemplates continuity of operations, realization of assets, and liquidation of liabilities~~ in ~~the~~June ~~normal course of business. As reflected in its consolidated financial statements~~2021, the ~~Company~~was ~~reported~~notified ~~net~~that ~~income~~it ofwould ~~approximately~~be ~~$29,000~~awarded ~~for the quarter ended September 30, 2017 and~~ a ~~net~~grant ~~loss~~totaling ~~of approximately~~ $~~118~~1,~~000 for the same quarter in 2016. Additionally~~286, ~~the Company reported a net loss of approximately $289,~~000 ~~for~~from the ~~nine~~US months ended September 30, 2017 and a net loss of approximately $2,000 for the nine months ended September 30, 2016. Further, the Company has entered into Consent Orders with the FDIC and the Department that, among other provisions, require the Bank to increase its tier one leverage capital ratio to 8.00% and its total risk based capital ratio to 12.50%. As of September 30, 2017, the BankTreasury’s ~~tier~~CDFI ~~one~~Rapid ~~leverage~~Response ~~capital~~Program ~~ratio~~that was ~~5.74%~~geared ~~and its total risk based capital ratio was 10.11%. Assuming no change in average assets, the Bank’s capital would need~~ to ~~decline~~strengthen ~~by $1,011,000 to be less than adequately capitalized. 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 athe ~~going~~economy ~~concern~~recovers isfrom ~~dependent on many factors, including achieving required capital levels, earnings and fully complying with~~ the ~~Consent~~effects ~~Orders. The~~of ~~Consent Orders raise substantial doubt about~~ the ~~Company’s~~COVID-19 ~~ability to continue as a going concern~~pandemic.

As a result of the above actions, management believes that the Bank has and will be able to comply with the terms and conditions of the Orders.

11. Going Concern

The Company’s consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. As reflected in its consolidated financial statements, the Company reported a net loss of approximately $198,000 for the quarter ended March 31, 2018 and approximately $203,000 for the same quarter in 2017, additionally, the Company reported a net loss of $319,000 for the year ended 2017 and net income of $25,000 for the year ended 2016. Further, the Company 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 8.00% and its total risk-based capital ratio to 12.50%. As of March 31, 2018, the Bank’s tier one leverage capital ratio was 4.87% and its total risk-based capital ratio was 9.31%. 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 Company’s ability to continue as a going concern.

Management has developed a plan to alleviate the substantial doubt about the Company’s ability to continue as a going concern. This plan is primarily based on the following:

·Increase earnings: Core profitability is essential to stop the erosion of capital. Noninterest income will continue to be an important element of the Bank’s earnings enhancement plan, specifically noninterest income from SBA loans will continue to be an important income strategy for the Bank. In addition, management will seek to reduce noninterest expense by reducing targeted areas of overhead including the closure of the Mount Airy branch in 2018 as well as the projected recovery of SBA loan fair value write-downs and other cost reduction strategies. During the fourth quarter of 2018 and in 2019, there were SBA fair value write-downs on defaulted loans that totaled more than $1 million. Management has developed forbearance agreements and implemented other collection strategies including the sale of underlying collateral to mitigate the exposure on these loans that management believes will result in the recovery of some fair value write-downs.

·Strengthen Capital: A concentrated effort will continue to be made to stabilize and strengthen the Bank’s capital. Management has identified potential sources of external capital that ishave ~~projected~~been ~~to be~~ received in 2020 and 2021. This capital will be used to further strengthen the Bank’s balance sheet.

·Comply 32with the Consent Orders: Management has developed a Restoration Plan to address matters outlined in the Consent Orders including strengthening management, asset quality, profitability and capital. This plan received a “non-objection” from the Bank’s primary regulators in May 2021. Management plans to implement the Restoration Plan in an attempt to comply with the terms and conditions of the Orders.

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·Comply with the Consent Orders: Management has developed a Restoration Plan to address matters outlined in the Consent Orders including strengthening management, asset quality, profitability and capital. This plan received a “non-objection” from the Bank’s primary regulators in February 2020. Management plans to implement the Restoration Plan in an attempt to comply with the terms and conditions of the Orders.

Based on management’s assessment of the Company’s ability to alleviate the substantial doubt about the its ability to continue as a going concern, these consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

1112. Subsequent Events

In ~~April~~December ~~2019~~31, ~~the~~2018, ~~Bank~~there ~~received~~was ana ~~economic~~significant ~~stimulus~~decline ~~grant~~in ~~from~~asset ~~the~~quality ~~City~~that ofresulted ~~Philadelphia~~in offair ~~$2,500,000~~value ~~that~~write-downs ~~served~~of todefaulted ~~improve~~SBA ~~its~~loans ~~Tier~~totaling I$473,000. In ~~leverage~~addition, ~~capital~~an ~~ratio. At~~increase ~~December~~of 31$139,000 ~~2019,~~in ~~the~~specific ~~Bank’s~~reserves ~~tier~~related ~~one~~to ~~leverage~~non-SBA ~~capital~~loans ~~ratio~~ was ~~5.66%~~required ~~and~~due ~~its~~to ~~total~~an ~~risk~~increase ~~based~~in ~~capital~~impaired ~~ratio~~loan ~~was 11~~exposure.~~91%~~ These ~~that~~write-downs isresulted ~~considered~~in ~~“adequately~~a ~~capitalized”~~reduction ~~under~~in the ~~regulatory~~Bank’s ~~framework~~Tier ~~for~~1 ~~prompt~~Capital ~~and~~Ratio ~~corrective~~to ~~action~~3. ~~The~~75%, ~~Bank’s~~below ~~growth~~the ~~and~~minimum ~~other~~of ~~operating~~4% ~~factors~~considered ~~such~~to asbe ~~the~~“adequately” ~~need~~capitalized. Also, ~~for~~there ~~additional~~was ~~provisions~~a toreduction in the ~~allowance~~total ~~for~~risk-based ~~loans~~capital ~~losses~~ratio ~~may~~to ~~have~~7.44%, anbelow ~~adverse~~the ~~effect~~minimum onof ~~its~~8.00% ~~capital~~considered ~~ratios~~to be adequately capitalized.

~~Beginning~~In inApril ~~March 2020~~2019, the ~~onset~~Bank ofreceived ~~the COVID-19 pandemic has had~~ an ~~adverse~~ economic ~~effect~~stimulus ongrant afrom ~~global, national, and local level. Following~~ the ~~outbreak,~~City ~~market~~of ~~interest~~Philadelphia ~~rates~~of ~~have declined significantly~~$2,500,000 ~~as the 10-year Treasury bond fell below 1.00% in early March 2020~~ that ~~could~~served ~~lead~~ to aimprove ~~reduction~~its inTier ~~the~~I ~~Bank’s~~leverage ~~net~~capital ~~interest margin~~ratio. InAt ~~addition~~December 31, ~~this~~2019, ~~event may adversely affect asset quality related to~~ the ~~Company~~Bank’s ~~small~~tier ~~business~~one ~~loan~~leverage ~~customers~~capital ~~that~~ratio ~~have~~was ~~been~~5.66% ~~affected~~and byits atotal ~~reduction in their business operations because of government~~risk-~~imposed~~based ~~restrictions. As~~capital aratio ~~result,~~was ~~the Company has deferred loan payments as necessary for those customers that have been impacted by the pandemic~~11. ~~The~~91% ~~pandemic has also affected the way~~ that ~~the Company~~ is ~~conducting~~considered ~~business.~~“adequately ~~Since~~capitalized” ~~notice~~under of the ~~pandemic,~~regulatory ~~the~~framework ~~Company~~for ~~has~~prompt ~~temporarily closed its Center City branch office~~ and ~~consolidated~~corrective ~~all customer service activity at its Progress Plaza branch~~action. In addition, the Company has maintained limited on site presence of four employees or less in the Lending Department while all other employees work remotely in an effort to slow the spread of the pandemic. The full extent of the effect of the pandemic is not yet known.

InBeginning ~~September~~in March 2020, the ~~Bank~~onset ~~received~~of athe ~~grant~~COVID-19 ~~totaling~~pandemic ~~$3.4~~had ~~million~~an ~~from~~adverse ~~the~~economic ~~Pennsylvania~~effect ~~CDFI~~on ~~Network~~a toglobal, ~~provide~~national, ~~financial~~and ~~assistance~~local ~~related~~level. toFollowing ~~potential~~the ~~losses~~outbreak, ~~related~~market tointerest rates have declined significantly, as the ~~COVID~~10-19year ~~pandemic. Approximately~~Treasury $2bond fell below 1.800% ~~million~~in ofearly ~~this~~March ~~grant~~2020 ~~was~~that ~~recorded~~could aslead ~~contributed~~to ~~capital~~a ~~and~~reduction ~~$617,000~~in ~~was~~the ~~recorded~~Bank’s asnet ~~deferred~~interest ~~revenue~~margin. ~~The~~In ~~deferred~~addition, ~~revenue~~this ~~portion~~event ofmay ~~the~~adversely ~~grant was~~affect ~~allocated~~asset toquality berelated ~~used~~ to ~~make~~the ~~principal~~Company’s ~~and~~small ~~interest~~business ~~payments~~loan ~~for~~customers upthat tohave ~~six~~been ~~months~~affected ~~for~~by ~~struggling~~a ~~small~~reduction ~~businesses~~ in ~~the~~their ~~Bank’s~~business ~~loan~~operations ~~portfolio.~~because Atof ~~September~~government-imposed ~~30,~~restrictions. As ~~2020~~a result, the ~~Bank’s~~Company ~~tier~~has ~~one~~deferred ~~leverage~~loan ~~capital~~payments ~~ratio~~as ~~was~~necessary ~~10.46%~~for ~~and~~those ~~its~~customers ~~total~~that ~~risk~~have ~~based~~been ~~capital~~impacted ~~ratio~~by ~~was~~the 23pandemic.~~45%~~ The ~~which~~pandemic has also affected the way that the Company is ~~considered~~conducting ~~“well~~business. ~~capitalized”~~Since ~~under~~notice of the ~~regulatory~~pandemic, ~~framework~~the ~~for~~Company ~~prompt~~has temporarily closed its Center City branch office and ~~corrective~~consolidated ~~action~~all customer service activity at its Progress Plaza branch. In addition, the Company has

maintained limited on-site presence of four employees or less in the Lending Department while all other employees work remotely in an effort to slow the spread of the pandemic. The full extent of the effect of the pandemic is not yet known.

In September 2020, the Bank received a grant totaling $3.4 million from the Pennsylvania CDFI Network to provide financial assistance related to potential losses related to the COVID-19 pandemic. Approximately $2.8 million of this grant was recorded as noninterest income and $617,000 was recorded as deferred revenue. The deferred revenue portion of the grant was allocated to be used to make principal and interest payments for up to six months for struggling small businesses in the Bank’s loan portfolio. At June 30, 2021, the Bank’s tier one leverage capital ratio was 9.43% and its total risk-based capital ratio was 23.48% which is considered “well capitalized” under the regulatory framework for prompt and corrective action.

Further, in August 2021, the Bank was awarded a grant totaling $1,286,000 from the US Treasury’s CDFI Rapid Response Program that was geared to strengthen the Bank as the economy recovers from the effects of the COVID-19 pandemic. This grant resulted in further improvement in the Bank’s capital ratios.

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

Special Cautionary Notice Regarding Forward-looking Statements

Certain of the matters discussed in this document and the documents incorporated by reference herein, including matters discussed under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations” may constitute forward looking statements for the purposes of the Securities Act of 1933, as amended and the Securities Exchange Act of 1934, as amended, and may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of United Bancshares, Inc. (“UBS”) to be materially different from future results, performance or achievements expressed or implied by such forward looking statements. The words “expect,” “anticipate,” “intended,” “plan,” “believe,” “seek,” “estimate,” “may,” and similar expressions are intended to identify such forward-looking statements. These forward -looking statements include: (a) statements of goals, intentions and expectations; and (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 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 companies, money-market and mutual funds and other financial institutions operating in the UBS’ trade market area and elsewhere including institutions operating locally, regionally, nationally and internationally, together with such competitors offering banking products and services by mail, telephone, computer and the internet; (h) any extraordinary events (such as the September 11, 2001 events), 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) the failure of assumptions underlying the establishment of reserves for loan losses and estimates in the value of collateral, and various financial assets and liabilities and technological changes being more difficult or expensive than anticipated; (j) UBS’ success in generating new business in its existing markets, as well as its success in identifying and penetrating targeted markets and generating a profit in those markets in a reasonable time; (k) UBS’ timely development of competitive new products and services in a changing environment and the acceptance of such products and services by its customers; (l) any downgrades, in the credit rating of the United States Government and federal agencies; (m) changes in technology being more expensive or difficult than expected; (n) the ability of key third party providers to perform their obligations to UBS and; (o) the Bank and UBS’ success in managing the risks involved in the foregoing, and (p) failure to comply with the Consent Orders with the FDIC and the Pennsylvania Department of Banking.

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UBS’ actual results may differ materially from the results anticipated by the forward-looking statements due to a variety of factors, including without limitation: (a) the effects of future economic conditions on UBS and its customers, including economic factors which affect consumer confidence in the securities markets, wealth creation, investment and consumer saving patterns; (b) UBS interest rate risk exposure and credit risk; (c) changes in the securities markets with respect to the market values of financial assets and the stability of particular securities markets; (d) governmental monetary and fiscal policies, as well as legislation and regulatory changes; (e) changes in interest rates 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 companies, money-market and mutual funds and other financial institutions operating in the UBS’ trade market area and elsewhere including institutions operating locally, regionally, nationally and internationally, together with such competitors offering banking products and services by mail, telephone, computer and the internet; (h) any extraordinary events (such as the September 11, 2001 events), 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) the failure of assumptions underlying the establishment of reserves for loan losses and estimates in the value of collateral, and various financial assets and liabilities and technological changes being more difficult or expensive than anticipated; (j) UBS’ success in generating new business in its existing markets, as well as its success in identifying and penetrating targeted markets and generating a profit in those markets in a reasonable time; (k) UBS’ timely development of competitive new products and services in a changing environment and the acceptance of such products and services by its customers; (l) any downgrades, in the credit rating of the United States Government and federal agencies; (m) changes in technology being more expensive or difficult than expected; (n) the ability of key third party providers to perform their obligations to UBS and; (o) the Bank and UBS’ success in managing the risks involved in the foregoing, and (p) failure to comply with the Consent Orders with the FDIC and the Pennsylvania Department of Banking.

All written or oral forward-looking statements attributed to the Company 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.

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Overview

The Company reported a net ~~income~~loss of approximately $ 29198,000 ($ 0.0324 per common share) for the quarter ended ~~September~~March 3031, ~~2017~~2018 compared to a net loss of approximately $~~100~~203,000 ($0.1225 per common share) for the same quarter in ~~2016~~2017. The ~~Company~~decline ~~reported~~in afinancial ~~net~~performance ~~loss~~is ofprimarily ~~approximately~~related ~~$289,000~~to ~~($0.35~~an ~~per~~increase ~~common~~in ~~share) for~~ the ~~nine~~provision ~~months~~for ~~ended~~loan ~~September~~losses ~~30, 2017 compared to net income~~ of ~~approximately~~ $1650,000 ~~($0.02~~and ~~per~~a ~~common~~decrease ~~share) for the same period~~ in ~~2016. The~~net ~~decline~~interest inincome, ~~financial~~partially ~~performance~~offset ~~from~~by ~~2016~~higher ~~is primarily related to a reduction in SBA loan~~non-~~related~~interest income aswhen ~~there~~compared ~~were~~to ~~fewer~~the ~~originations~~same quarter in 2017. Management remains committed to ~~further~~ improving the Company’s operating performance by continuing to implement its profit enhancement strategies that are centered on small business lending products and services. The following actions are critical to ensure continued improvement in the Company’s financial performance:

Increase Capital. The critical importance of establishing and maintaining capital levels to support the Bank’s risk profile and growth is understood; however, capital has ~~been~~declined ~~adversely~~as ~~affected~~a byresult of operating losses. ACore ~~concentrated~~profitability ~~effort~~is ~~will~~essential ~~be made~~ to ~~stabilize~~stop ~~and strengthen~~ the ~~Bank’s~~erosion of capital. Refer byto the ~~following:~~Earnings Enhancement discussion below.

~~·Core~~Manage ~~Profitability~~asset ~~from~~quality to minimize credit losses and reduce collection costs. Asset quality trends have improved slightly with modest reduction in the Bank’s ~~operations—Core~~total ~~profitability~~classified assets. In conjunction with its regulatory orders, management has developed a Classified Asset Reduction Plan that is ~~essential~~being utilized to ~~stop~~manage the ~~erosion~~level of ~~capital~~non-performing assets. ~~Refer~~ toForbearance, ~~the~~foreclosure ~~Earnings~~and/or ~~Enhancement~~other ~~discussion~~appropriate ~~below~~collection methods will be used as necessary and may result in increased loan and collection expense.

~~·External~~Earnings ~~equity~~enhancement ~~investments—Potential~~plan. ~~investors~~Management seeks to increase noninterest income and further reduce noninterest expense to achieve core earnings. The primary strategy will continue to befocus ~~sought~~on increasing SBA loan origination activity and selling the guaranteed portion in the secondary market for gains. Approximately $166,000 of gains on the sale of SBA loans and related income was recognized for the quarter ended March 31, 2018 compared to $86,000 for the same quarter in 2017. Management is seeking to grow the SBA loan pipeline through relationships with feeder organizations to maximize this income.

~~Earnings~~While ~~enhancement~~some ~~plan.~~expense ~~Management~~reductions ~~seeks~~were toachieved ~~increase~~during ~~noninterest~~the ~~income~~quarter ~~and~~in ~~further~~professional ~~reduce~~services, ~~noninterest~~other ~~expense~~real toestate ~~achieve~~expenses ~~core~~and ~~earnings.~~loan ~~The~~collection ~~primary~~expenses ~~strategy~~there ~~continues~~was toan ~~be to~~ increase ~~SBA~~in ~~loan~~marketing ~~originations~~ and ~~sell~~public ~~the~~relations ~~guaranteed portion in the secondary market for a gain~~expenses. ~~During~~ ~~the~~Management ~~nine~~will ~~months~~seek ~~ended~~additional ~~September~~expense 30reductions, ~~2017,~~where ~~noninterest income totaling approximately $198~~possible,~~000~~ ~~(including~~by ~~fair~~performing ~~value~~a ~~adjustments)~~line-by-line ~~was~~expense ~~recognized~~review ~~utilizing this strategy. Management continues its business development efforts~~ to identify ~~feeder~~additional ~~organizations to grow its SBA loan pipeline~~savings.

~~General~~Another ~~improvement~~challenge ~~has~~to ~~been~~increased ~~made~~earnings inis ~~reducing~~the ~~and~~restriction ~~controlling~~on ~~noninterest~~asset ~~expense;~~growth ~~however,~~because ~~there~~of ~~was~~the anBank’s ~~increase~~capital inlevels; ~~legal~~however, ~~fees~~the ~~and~~Bank’s ~~loan~~net ~~and~~interest ~~collection~~margin ~~related~~has ~~costs~~remained ~~because~~a ofsignificant ~~foreclosure~~strength. ~~activity~~To ~~during~~further ~~the~~increase ~~year. Also,~~ the Bank’s ~~continues~~net tointerest ~~incur~~margin, amanagement ~~higher~~will ~~level~~seek ofto ~~professional~~shift ~~service~~excess ~~fees~~liquidity ~~(audit~~into ~~and~~higher ~~legal)~~yielding ~~because~~loans instead of ~~its~~investments ~~SEC~~and ~~filing~~Federal ~~requirements~~Funds asSold awhile ~~result~~managing ofthe ~~having~~cost ~~in excess~~ of ~~1,200 shareholders~~funds. ~~While~~In ~~there has been some improvement in noninterest expense~~addition, management will continue to ~~seek~~balance ~~further~~asset ~~savings~~growth ~~and~~with ~~efficiencies,~~capital ~~where~~adequacy ~~possible~~requirements.

Another challenge to increased earnings is the restriction on asset growth because of the Bank’s current capital levels; however, the net interest margin continues to be a significant source of strength. The low cost of funds is the primary contributing factor. Management will continue to balance asset growth with capital adequacy requirements.

Manage asset quality to minimize credit losses and reduce collection costs. Asset quality trends have shown improvement during the quarter with a decline in nonperforming loans and delinquencies. Forbearance, foreclosure and/or other appropriate collection methods will continue to be used as necessary to reduce the level of classified assets; however, these actions could result in significant loan and collection expense.

Significant Accounting Policies

The preparation of consolidated financial statements requires management to make estimates and assumptions that affect the reported amount of assets and liabilities as of the dates of the balance sheets and revenues and expenditures for the periods presented. Therefore, actual results could differ from these estimates.

The Company considers that the determinations of the allowance for loan losses and the fair value of loans involve a higher degree of judgment and complexity than its other significant accounting policies. The balance in the allowance for loan losses is determined based on management's review and evaluation of the loan portfolio in relation to past loss experience, the size and composition of the portfolio, current economic events and conditions, and other pertinent factors, including management's assumptions as to future delinquencies, recoveries and losses. The fair value of loans depends on a variety of factors including estimates of prepayment speed, discount rates, and credit quality of the receivables. All of these factors may be susceptible to significant change. To the extent actual outcomes differ from management’s estimates, additional provisions for loan losses may be required that would adversely ~~affect~~impact earnings in future periods.

The Company’s significant accounting policies are presented in Note 1 to the Company’s audited consolidated financial statements filed as part of the ~~2016~~2017 Annual Report on Form 10-K and in the footnotes to the Company’s unaudited financial statements filed as part of this Form 10-Q.

3529

Table of Contents

Selected Financial Data

The following table sets forth selected financial data for each of the following periods:

(Thousands of dollars, except per share data)	Quarter ended ~~September~~March 3031, ~~2017~~2018	Quarter ended ~~September~~March 3031, ~~2016~~2017	~~Nine Months ended September 30, 2017~~	~~Nine Months ended September 30, 2016~~
Statement of operations information:
Net interest income	$~~655~~598	$~~626~~617	~~$1,839~~	~~$1,925~~
Provision (credit) for loan losses	~~(15)~~20	(4530)	~~(91)~~	~~(50)~~
Noninterest income	~~490~~314	~~392~~241	~~1,037~~	~~1,384~~
Noninterest expense	1,~~131~~090	1,~~163~~090	~~3,256~~	~~3,343~~
Net income (loss)	29	(100)	(289)	16
Net loss	(198)	(203)
Net income (loss) per share-basic and diluted	0.03	(0.12)	(0.35)	0.02
Net loss per share-basic and diluted	(0.24)	(0.25)
Balance Sheet information:	~~September~~March 3031, ~~2017~~2018	December 31, ~~2016~~2017
Total assets	$6159,~~591~~109	$ 5359,~~612~~009
Loans, net	25,121	26,535
Net loans	24,011	25,545
Investment securities	5,287	5,578
Loans held for sale	10,468	10,297
Deposits	57,959	50,642
Investment securities	4,963	5,145
Shareholders' equity	3,335	2,660
Deposits	55,826	55,455
Ratios*:	Quarter ended September 30, 2017	Quarter ended September 30, 2016
Shareholders' equity	3,029	3,281
Return on assets	0.20%	(0.21)%
Ratios*:	Quarter ended March 31, 2018	Quarter ended March 31, 2017
Return on equity	4.40%	(16.93)%
Return on assets	(1.37)%	(1.43)%
Return on equity	(29.77)%	(32.26)%

*annualized

Financial Condition

Sources and Uses of Funds

The financial condition of the Bank can be evaluated in terms of trends in its sources and uses of funds. The comparison of average balances in the following table indicates how the Bank has managed these elements. Average funding uses increased approximately $~~777~~2.4 million,~~000,~~ or 14.4735% during the quarter ended ~~September~~March 3031, ~~2017~~2018 compared to the quarter ended ~~June~~December 3031, 2017. Average funding sources increased approximately $12.4 million,~~121,000,~~ or 24.1051%, during the same quarter in 2018.

Sources and Uses of Funds Trends

(dollars in 000’s)	September 30, 2017			June 30, 2017
( dollars in 000’s)	March 31, 2018			December 31, 2017
	Average	Increase (Decrease)	Increase (Decrease)	Average
	Balance	Amount	%	Balance
Funding uses:
Loans	$ 37,408	$ (88)	(0.23%)	$ 37,496
Loans*	$40,448	$1,030	2.61%	$39,418
Investment Securities	5,~~401~~175	(~~102~~276)	(15.~~85%~~06)	5,~~503~~451
Federal funds sold	1011,~~503~~028	~~966~~1,621	1017.~~13%~~23	9,~~537~~407
Balances with other banks	312	$ 1	0.32%	311
Total uses	$ 5356,~~624~~963	$ ~~777~~2,376	14.4735%	$ 5254,~~847~~587
Funding sources:
Demand deposits
Noninterest-bearing	$ 1820,~~782~~850	$ ~~489~~2,429	213.6719%	$ 18,~~293~~421
Interest-bearing	1514,~~117~~779	~~1,196~~240	81.~~59%~~65	1314,~~921~~539
Savings deposits	11,~~745~~533	(~~198~~257)	(12.~~66%~~18)	11,~~943~~790
Time deposits	89,~~780~~228	~~(366)~~20	(40.~~00%)~~22	9,~~146~~208
Total sources	$ 5456,~~424~~390	$ 12,~~121~~432	24.1051%	$ 53,~~303~~958

*Total includes loans held for sale, loans held at fair value, and net loans.

Loans

Average loans ~~decreased~~increased by approximately $881.0 million,~~000,~~ or 02.2361%, during the quarter ended ~~September~~March 3031, ~~2017~~2018. ~~because~~Increases in funding sources of a$2.4 ~~reduction~~million induring ~~SBA~~the quarter was generally related to increases in loan ~~origination~~originations and ~~funding~~increases ~~coupled~~in ~~with~~investments ~~SBA~~in ~~loan~~federal ~~sales~~funds sold. The Bank’s commercial loan pipeline continues to grow as a result of its small business banking focus specifically targeting SBA loans. This strategy is designed to generate fee income from sales of the guaranteed portion as well as build loan volume. There are a significant number of small businesses in the region that may fall below minimum business loan levels of the money center banks in the region~~. This~~ ~~gap~~which provides an opportunity for the Bank to continue to grow its SBA lending as a niche business. Management will continue to work in alliance with its third -party SBA loan origination group, commercial real estate brokers, accountants, lawyers, SBA brokers, and other centers of influence to build loan volume.

3630

~~Table~~The Bank’s consumer and residential mortgage loan portfolios continue to decline as a result of ~~Contents~~ residential mortgages and home equity repayment activity as consumers repay loans and refinance to take advantage of the continued low interest rate environment. The Bank does not originate 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.

The Bank’s ~~consumer~~loan ~~and~~portfolio ~~residential~~continues ~~mortgage~~to ~~loan~~be ~~portfolios~~concentrated ~~continue~~in tocommercial ~~decline~~real asestate aloans ~~result~~that ofcomprise ~~residential~~approximately ~~mortgages~~$19.8 ~~and~~million, ~~home~~or ~~equity~~82%, ~~repayment~~of ~~activity~~total asloans ~~consumers~~at ~~refinance~~March to31, ~~take~~2018 ~~advantage~~ of ~~the~~which ~~continued~~approximately ~~low~~$19.2 ~~interest~~million ~~rate~~are ~~environment~~owner occupied. The Bank ~~does~~continues ~~not~~to ~~originate~~have ~~residential~~a ~~mortgage~~strong ~~loans~~niche ~~and~~in ~~made~~lending ato ~~strategic~~religious ~~shift~~organizations infor ~~its~~which ~~lending~~total ~~program~~loans inat ~~2012~~March to31, ~~phase~~2018 ~~out~~were ~~consumer~~approximately ~~lending~~$8.1 million, ~~including~~or ~~home~~37%, ~~equity~~of ~~loans~~the commercial real estate portfolio. Management closely monitors this concentration to proactively identify and ~~lines~~manage credit risk for any conditions that might negatively affect the level of ~~credit~~tithes and offerings that provide cash flow for repayment. The composition of the net loans is as follows:

The Bank’s loan portfolio continues to be concentrated in commercial real estate loans that comprise approximately $20 million, or 80%, of total loans at September 30, 2017 of which approximately $18.6 million are owner occupied. The Bank continues to have a strong niche in lending to religious organizations for which total loans at September 30, 2017 were approximately $8.7 million, or 43%, of the commercial real estate portfolio. Management closely monitors this concentration to proactively identify and manage credit risk for any conditions might negatively impact the level of tithes and offerings that provide cash flow for repayment. The composition of the net loans is as follows:

	March 31,	December 31,
(In 000's)	2018	2017

Commercial and industrial:
Commercial	$1,046	$909
SBA Loans	66	19
Asset-based	986	870
Total commercial and industrial	2,098	1,798

Commercial real estate:

Commercial mortgages	11,082	11,671
SBA loans	262	669
Construction	106	419
Religious organizations	8,306	8,630
Total commercial real estate	19,756	21,389

Consumer real estate:
Home equity loans	656	641
Home equity lines of credit	16	17
1-4 family residential mortgages	934	1,071
Total consumer real estate	1,606	1,729

Total real estate	21,362	23,118

Consumer and other:
Student loans	648	700
Other	104	109
Total consumer and other	752	809
Allowance for loan losses	(202)	(180)
Loans, net	$24,010	$25,545

	September 30,	December 31,
(In 000's)	2017	2016
Commercial and industrial:
Commercial	$ 849	$ 890
SBA loans	41	-
Asset-based	1,401	1,259
Total commercial and industrial	2,291	2,149
Commercial real estate:
Commercial mortgages	11,046	11,385
SBA loans	454	255
Construction	406	542
Religious organizations	8,685	9,306
Total commercial real estate	20,591	21,488
Consumer real estate:
Home equity loans	752	799
Home equity lines of credit	17	19
1-4 family residential mortgages	1,072	1,414
Total consumer real estate	1,841	2,232
Total real estate	22,432	23,720
Consumer and other:
Student loans	709	855
Other	98	111
Total consumer and other	807	966
	(239)	(300)
Loans, net	$ 25,291	$ 26,535

Allowance for Loan Losses

The allowance for loan losses reflects management’s continuing evaluation of the loan portfolio, the diversification and size of the portfolio, and adequacy of collateral. Provisions are made to the allowance for loan losses in accordance with a detailed periodic analysis. This analysis includes specific reserves allocated to impaired loans based on underlying recovery values as well as a general reserve based on charge-off history and various qualitative factors including delinquency trends, loan terms, regulatory environment, economic conditions, concentrations of credit risk and other relevant data. The Bank utilizes an eight rolling quarter historical loss factor, as management believes this best represents the current trends and market conditions. The allowance for loan losses as a percentage of total loans was 0.9483% at ~~September~~March 3031, ~~2017~~2018 compared to 10.1270% at December 31, ~~2016 because of a decrease in the historical loss factor for commercial and industrial loans related to net collection activity over the rolling eight quarter period~~2017.

Loans deemed “impaired” are those for which borrowers are no longer able to pay in accordance with the terms of their loan agreements. The Bank’s source of repayment is generally the net liquidation value of the underlying collateral. Impaired loans totaled approximately $21,~~038~~302,000 at ~~September~~March 3031, ~~2017~~2018 compared to $21,~~083~~277,000 at December 31, ~~2016~~2017. ~~The~~There ~~valuation~~was a $31,000 allowance associated with impaired loans ~~was~~at ~~approximately~~March ~~$70~~31,~~000~~ ~~and~~2018. There ~~$54,000~~was atno ~~September~~valuation ~~30,~~allowance ~~2017~~associated ~~and~~with impaired loans at December 31, ~~2016~~2017as all loans have been charged down to their net realizable value, ~~respectively.~~if necessary. The ~~decrease~~slight increase in impaired loans is attributable toan increase in impaired commercial real estate loans of $33,000, partially offset by repayment activity ~~associated~~of ~~with~~several loans. Management continues to work to reduce the level of classified and impaired loans. Forbearance, foreclosure and/or other appropriate collection methods will be used as necessary.

At 37March 31, 2018 and December 31, 2017, loans to religious organizations represented approximately $184,000 and $187,000, respectively of total impaired loans. Management continues to work closely with its attorneys and the leadership of these organizations in an attempt to

~~Table~~ ~~of Contents~~ 31

~~several~~develop ~~loans. Management~~suitable ~~continues~~repayment plans to ~~work~~avoid toforeclosure. In ~~reduce~~general, ~~the~~loans ~~level~~to ofreligious ~~classified~~organizations ~~and~~are ~~impaired~~being ~~loans.~~monitored ~~Forbearance,~~closely ~~foreclosure~~to ~~and/or~~proactively ~~other~~identify ~~appropriate~~potential ~~collection~~weaknesses ~~methods~~in ~~will~~this bearea ~~used~~of ashigh ~~necessary~~concentration.

At September 30, 2017 and December 31, 2016, loans to religious organizations represented approximately $192,000 and $195,000, 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.

Management uses all available information to recognize losses on loans; however, future additions may be necessary based on further deterioration in economic conditions and market conditions affecting underlying real estate collateral values. In addition, various regulatory agencies, as an integral part of their examination process, periodically review the Bank’s allowance for loan losses. Such agencies may require the Bank to recognize additions to the allowance based on their judgments of information available to them at the time of the examination. Although management uses the best information available, the level of the allowance for loan losses remains an estimate that is subject to significant judgment and short-term change.

The percentage of allowance to nonperforming loans was 1011.2100% ~~down~~and ~~from~~ 11.0414% at March 31, 2018 and December 31, ~~2016~~2017 respectively. The ~~level~~percentage of nonperforming loans to total loans ~~decreased~~increased from 106.1328% at December 31, ~~2016~~2017 to 97.9158% at ~~September~~March 3031, ~~2017~~2018 asan aincrease ~~result~~in ofnon-performing ~~collection~~loans ~~activity~~of ~~related~~$220,000 toprimarily ~~loans~~in ~~greater~~the ~~than~~commercial 90real ~~days~~estate ~~and still accruing~~category. Approximately 8695% of nonperforming loans are secured by real estate ~~that~~which serves to mitigate the risk of loss.

~~Loans more than 90 days past due that are still in the process of collection for which the full payment of principal and interest can reasonably be expected are not considered nonperforming.~~ The following table sets forth information concerning nonperforming loans and nonperforming assets.

(In 000's)	~~September~~March 3031, ~~2017~~2018	December 31, ~~2016~~2017
Commercial and industrial:
Commercial	$ -	$ 33-
Asset-based	319	75
SBA	-	-
Total commercial and industrial	319	108
Asset-based	86	76
Total commercial and industrial	86	76
Commercial real estate:
Commercial mortgages	1,~~280~~169	~~1,270~~935
SBA loans	~~244~~78	9381
Religious organizations	~~189~~184	~~196~~187
Total commercial real estate	1,~~713~~431	1,~~559~~203
Consumer real estate:
Home equity loans	~~308~~410	~~345~~289
1-4 family residential mortgages	-	75
1-4family residential mortgages	32	48
Total consumer real estate	~~308~~442	~~420~~337
Total real estate	21,~~021~~873	1,~~979~~540
Total nonaccrual	2,340	2,087
Consumer and other:
Total past due 90 days and accruing	194	631
Student loans	69	55
OREO	447	447
Other	2	1
Total nonperforming assets	$ 2,981	$ 3,165
Total consumer and other	71	56
Nonperforming loans to total loans	9.91%	10.13%
Total nonaccrual	1,836	1,616
Nonperforming assets to total loans and OREO	11.46%	11.60%
Total past due 90 days and accruing	194	387
Nonperforming assets to total assets	4.84%	5.90%
OREO	569	626
Total nonperforming assets	$2,599	$2,629
	March 31, 2018	December 31, 2017
Nonperforming loans to total loans	7.58%	6.28%
Nonperforming assets to total loans and OREO	10.49%	9.98%
Nonperforming assets to total assets	4.40%	4.45%
Allowance for loan losses as a percentage of:
Total loans	0.9483%	10.1271%
Total nonperforming loans	109.2185%	1110.0430%

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Table of Contents

The following table sets forth information related to loans past due 90 days or more and still accruing interest.

(In 000's)	~~September~~March 3031, ~~2017~~2018	December 31, ~~2016~~2017
Commercial and industrial
Commercial and industrial:
Asset-based	$ -	$ ~~243~~-
Total commercial and industrial	-	~~243~~-
Commercial real estate:
SBA loans	-	162
Commercial mortgages	-	208
Commercial mortgages	-	11
SBA loans	-	-
Total commercial real estate	-	~~173~~-
Consumer real estate:	-
Home equity loans	123	~~153~~123
Total consumer real estate	123	~~153~~123
Consumer and other:
Student loans	69	6155
Other	2	1
Total consumer and other	71	6256
Total	$194	$ ~~631~~387

Investment Securities and Other Short-term Investments

Average investment securities decreased by approximately $~~102~~276,000, or 15.8506%, during the quarter ended ~~September~~March 3031, ~~2017~~2018. The ~~decline~~decrease was primarily related to payments received on mortgage-backed ~~security paydowns during the quarter~~securities.

The average yield on the investment portfolio ~~declined~~increased slightly to 2.2332% for the ~~nine~~quarter ~~months~~ ended ~~September~~March 3031, ~~2017~~2018 compared to 2.1228% for the ~~nine~~quarter ~~months~~ ended ~~September~~March 3031, ~~2016~~2017. ~~The increase is related to market rate shifts during the year that affect the prepayment rates of mortgage-backed securities.~~ Amortizing GSE mortgage-backed securities comprises approximate 5552% of the portfolio. The payments of principal and interest on these pools of GSE loans serve to provide monthly ~~cashflow~~cash flow and 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. Management’s goal is to maintain a portfolio with a relatively short duration to allow for adequate cash flow to fund loan origination activity and to manage interest rate risk.

Deposits

During the quarter ended ~~September~~March 3031, ~~2017~~2018, average deposits increased approximately $12,~~121~~432,000, or 24.1051%. AtThe ~~quarter-end,~~increase ~~September~~was ~~30,~~concentrated ~~2017,~~in ~~there~~noninterest-bearing ~~was~~demand ~~increase~~deposit ofaccounts ~~$4.5~~that ~~million~~increased inon ~~demand~~average ~~deposits~~by ~~related~~approximately to$2,429,000, ~~one~~or 13.19%. As small business ~~customer~~loans ~~who~~are isoriginated, aprimary ~~general~~operating ~~contractor~~accounts asare ~~well~~required asto abe ~~$2.3~~maintained ~~million~~at ~~deposit~~the ~~from~~Bank ~~another~~which ~~nonprofit~~serves ~~entity~~to ~~related~~grow ~~the~~core ~~receipt~~deposits; ofhowever, ~~its~~balances ~~annual~~fluctuate ~~grant~~with normal business activity.

Average interest bearing demand deposit increased by $1,196,000, or 8.59% primarily related to one customer that receives grant funds that are generally utilized within a 6-month period.

Noninterest bearing checking account balances increased on average by $489,000, or 2.67%, during the quarter ended September 30, 2017. As small business loans are originated, primary operating accounts are required to be maintained at the Bank which serves to grow core deposits; however, balances fluctuate with normal business activity.

Average savings deposits decreased by approximately $198,000, or 1.66%, because of normal attrition.

Time deposit accounts decreased on average by approximately $366,000, or 4.00%, during the quarter primarily because of the discontinuance of a Minority Deposit Program the Bank participated in with the US Department of Energy.

Commitments and Lines of Credit

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

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third party. Commitments to extend credit fluctuate with the completion and conversion of construction lines of credit to permanent commercial mortgage loans and/or the closing of loans approved but not funded from one period to another.

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

	September 30, 2017	December 31, 2016
(in 000’s)	March 31, 2018	December 31, 2017
Commitments to extend credit	$72,~~393,000~~855	$34,~~784,000~~670
Standby letters of credit	317~~,000~~	317~~,000~~

~~The~~ level of commitments increased during the six months ended September 30, 2017 primarily as a result of SBA loans that were approved but not funded. Approximately $1 million of the Bank’s outstanding commitments consist of unused lines of credit with Fortune 500 corporations for which the Bank leads and/or participates in syndications that are not expected to be drawn upon. 33

The level of commitments decreased during the quarter ended March 31, 2018 as a result of SBA loan funding activity. Approximately $900,000 of the Bank’s outstanding commitments consist of unused lines of credit with Fortune 500 corporations for which the Bank leads and/or participates in syndications that are not expected to be drawn upon. The remainder relates to commitments to fund SBA guaranteed loans.

Liquidity

The primary functions of asset/liability management are to assure adequate liquidity and maintain appropriate balance between interest-sensitive earning assets and interest-bearing liabilities. Liquidity management involves the ability to meet cash flow requirements of customers who may be either depositors wanting to withdraw funds or borrowers needing assurance that sufficient funds will be available to meet their credit needs. Interest rate sensitivity management seeks to avoid fluctuating net interest margins and to enhance consistent growth of net interest income through periods of changing interest rates.

By policy, the Bank’s minimum level of liquidity is 6.00% of total assets. At ~~September~~March 3031, ~~2017~~2018, the Bank had total short-term liquidity, including cash and federal funds sold, of approximately $1413.82 million, or 2422.033% of total assets, compared to $711.87 million, or 1419.58%, at December 31, ~~2016~~2017. The increase is primarily related to a $41.5 million ~~short-term~~decrease ~~increase~~ in ~~demand~~loan ~~deposits~~principal ~~related to one small business customer who is a general contractor as well as a $2~~balances.3 ~~million deposit from another nonprofit entity related the receipt of its annual grant.~~

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. In addition, the Bank’s investment portfolio is classified as available-for-sale; however, the majority of these securities are 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.

Other types of assets such as federal funds sold, as well as maturing loans, are also sources of liquidity. Approximately $912.8 million in loans are scheduled to mature within one year . To ensure the ongoing adequacy of liquidity, the following contingency strategies will be utilized in order of priority, if necessary:

·Seek non-public deposits from existing private sector customers; specifically, additional deposits from members of the National Bankers Association (“NBA”)will be considered a potential source.

·Sell participations of existing commercial credits to other financial institutions in the region and/or NBA member banks based on participation agreements.

The Bank’s contingent funding sources include the Discount Window at the Federal Reserve Bank for which it currently has $750,000 in securities pledged that result in borrowing capacity of approximately $700,000. In light of the Bank’s regulatory Orders and “Troubled Bank” designation, liquidity will continue to be closely monitored and managed to minimize risk and ensure that adequate funds are available to meet daily customer requirements and loan demand.

Interest rate sensitivity

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~~which are tied to prime or other short-term indices differ considerably from long-term investment securities and fixed-rate loans. Similarly, time deposits are much more interest sensitive than passbook savings accounts. The shorter-term interest rate sensitivities are critical to measuring the interest sensitivity gap, or excess earning assets over interest-bearing liabilities. Management of interest sensitivity involves matching repricing dates of interest-earning assets with interest-bearing liabilities in a manner designed to optimize net interest income within the limits imposed by regulatory authorities, liquidity determinations and capital considerations. At March 31, 2018, a positive gap position is maintained on a cumulative basis through 1 year of 14.07% that is within the Bank’s policy guidelines of +/- 15% on a cumulative 1-year basis and slightly up from the December 31, 2017 positive gap position of 13.6%. This positive gap position is caused by a high level of loans maturing and/or repricing in one to three months as well as a higher level federal funds sold. This position makes the Bank’s net interest income more favorable in a rising interest rate environment. Management will continue review and monitor the structure and rates on investment purchases, new loan originations and renewals to manage the interest rate risk profile within acceptable limits.

While 40using 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. A simulation model is used to estimate the impact of various changes, both upward and downward, in market interest rates and volumes of assets and liabilities on the net income of the Bank. This model produces an interest rate exposure report that forecasts changes in the market value of portfolio equity under alternative interest rate environments. The market value of portfolio equity is defined as the present value of the Company’s existing assets, liabilities and off-balance-sheet instruments. At March 31,

~~Table~~ ~~of Contents~~ 34

~~from long-term investment securities and fixed-rate loans. Similarly~~2018, ~~time~~the ~~deposits~~change ~~are~~in ~~much more interest sensitive than passbook savings accounts. The shorter-term interest rate sensitivities are critical to measuring~~ the ~~interest~~market ~~sensitivity~~value ~~gap, or excess earning assets over interest-bearing liabilities. Management~~ of ~~interest~~equity ~~sensitivity involves matching repricing dates of interest-earning assets with interest-bearing liabilities~~ in a ~~manner~~+200-basis ~~designed~~point ~~to optimize net~~ interest ~~income~~rate ~~within~~change ~~the limits imposed by regulatory authorities, liquidity determinations and capital considerations. At September 30, 2017, a positive gap position~~ is ~~maintained on a cumulative basis through 1 year of 11~~(14.8768%), ~~that~~within ~~is excess~~ the ~~Bank’s~~ policy ~~guidelines~~limit of ~~+/- 15~~(25.00%), ~~on a cumulative 1-year basis~~ and ~~an increase from the December 31, 2016 positive gap position of 9~~(17.1436%.) ~~This position is caused by an increasing level of loans maturing and/or repricing~~ in ~~one to three months due to the Banks’ growing variable rate SBA loan portfolio and~~ a ~~high~~+400-basis ~~level~~point ~~of federal funds sold. This position makes the Bank’s net~~ interest ~~income more favorable in a rising interest~~ rate ~~environment. The most recent economic forecast suggests no further decline in rates in the near future. Therefore~~change, ~~management~~within ~~does not believe~~ the ~~interest~~policy ~~rate~~limit ~~risk~~of ~~associated with the Bank’s current position to be significant~~(50. ~~Management will continue review and monitor the structure and rates on investment purchases, new loan originations and renewals to manage the interest rate risk profile within acceptable limits~~00%).

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. A simulation model is used to estimate the impact of various changes, both upward and downward, in market interest rates and volumes of assets and liabilities on the net income of the Bank. This model produces an interest rate exposure report that forecasts changes in the market value of portfolio equity under alternative interest rate environments. The market value of portfolio equity is defined as the present value of the Company’s existing assets, liabilities and off-balance-sheet instruments. At September 30, 2017, the change in the market value of equity in a +200 basis point interest rate change is -12.6%, below the policy limit of 25%, and -22.2% in a +400 basis point interest rate change, below the policy limit of -50%. Interest-rate exposure is considered reasonable and manageable at September 30, 2017.

Capital Resources

Total shareholders’ equity ~~increased~~decreased approximately $~~675~~252,000, or 257.4068%, during the ~~nine~~quarter ~~months~~ ended ~~September~~March 3031, ~~2017.~~2018 ~~The~~which ~~increase~~ is attributable to athe ~~preferred~~current ~~stock~~quarter ~~investments totaling $925,000 offset by the~~ net loss of approximately $~~289~~198,000~~. In~~ ~~March~~and ~~2017,~~unrealized ~~the~~losses ~~Bank~~on ~~received~~available afor ~~$675,000~~sale ~~equity~~securities ~~investment from a financial institution in the region. In September 2017, the Bank received an equity investment~~ of approximately $~~250~~54,000 ~~from another financial institution in the region~~.

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~~. As~~ ~~referenced~~utilizing ininvestment ~~Note 11, Subsequent Events, in April 2019, the Bank received a grant of $2~~bankers.5 million from the City of Philadelphia that flowed into retained earnings. Further, in September 2020, the Bank received a $3.4 million grant from the PA CDFI Network of which $2.8 million was recorded as contributed capital.

On ~~January 1~~April 25, ~~2015~~2018, ~~new~~the ~~regulatory~~Bank ~~risk-based~~entered ~~capital~~into ~~rules~~stipulations ~~became~~consenting ~~effective. These new capital requirements commonly referred~~ to ~~as “Basel III” regulatory reforms increased~~ the ~~minimum~~issuance ~~Tier~~of Iamended ~~capital~~and ~~ratio~~restated inConsent ~~order~~Orders towith bethe ~~considered~~Federal ~~well-capitalized~~Deposit ~~from~~Insurance ~~6.0%~~Corporation to(“FDIC”) ~~8.0%.~~and ~~In addition, a new capital ratio,~~ the ~~Common~~Pennsylvania ~~Equity~~Department ~~Tier I ratio was introduced, with a minimum, well-capitalized level~~ of ~~6.5%.~~Banking ~~The new rules provided for smaller banking institutions~~ (~~less than $250 billion in consolidated assets~~“Department”) anwhich ~~opportunity~~serve toas ~~make~~ a ~~one-time~~prescriptive ~~election~~Restoration toPlan ~~opt~~providing ~~out~~benchmarks offor ~~including most elements of accumulated other comprehensive income in regulatory~~ capital~~. Importantly~~, ~~the~~earnings ~~opt-out excludes from regulatory capital not only unrealized gains~~ and ~~losses~~asset ~~on available-for-sale debt securities, but also accumulated net gains and losses on cash-flow hedges and amounts attributable to defined benefit postretirement plans~~quality. OnThe ~~April 30,~~material ~~2015,~~terms ~~in connection with the filing~~ of ~~its March 31, 2015 Call Report,~~ the ~~Bank~~Consent ~~elected~~Orders toare ~~opt-out of including these items in regulatory capital~~identical. For more information regarding Basel III, refer to Part I, Item 1 of the Company’s 2015 Annual Report on Form 10-K, under the heading “Capital Adequacy.” There is no official regulatory guideline for the tangible common equity to tangible asset ratio.

The Bank’s 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.

In 41April 2019, the Bank received an economic stimulus grant from the City of Philadelphia of $2,500,000 that served to improve its Tier I leverage capital ratio. At December 31, 2019, the Bank’s tier one leverage capital ratio was 5.66% and its total risk-based capital ratio was 11.91% that is considered “adequately capitalized” under the regulatory framework for prompt and corrective action. 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.

~~Table~~Also, in September 2020, the Bank received a grant totaling $3.4 million from the Pennsylvania CDFI Network to provide financial assistance related to potential losses related to the COVID-19 pandemic. Approximately $2.8 million of ~~Contents~~ this grant was recorded as noninterest income and $617,000 was recorded as deferred revenue. The deferred revenue portion of the grant was allocated to be used to make principal and interest payments for up to six months for struggling small businesses in the Bank’s loan portfolio to mitigate potential asset quality deterioration.

AtFurther, ~~September~~in ~~30,~~May ~~2017~~2021, ~~capital~~the ~~benchmarks~~Bank asreceived ~~required~~an byequity ~~the~~investment ~~Consent~~of ~~Order~~$600,000 ~~were~~from ~~not~~another ~~met;~~financial ~~however,~~institution. asIt ~~referenced~~was inalso ~~the~~notified ~~table~~in ~~below,~~June ~~ratios~~2021 ~~exceed~~that ~~the~~it ~~Prompt~~would ~~Corrective~~receive ~~Action~~a ~~minimums~~$1,286,000 togrant befrom ~~considered~~the ~~“Adequately~~US ~~Capitalized”. Management~~Treasury ~~will~~CDFI ~~continue~~Fund to ~~execute~~assist the Bank in its ~~capital~~recovery ~~strategies.~~from ~~The~~the ~~Company~~effects ~~and~~of the ~~Bank~~pandemic. These donew ~~not~~sources ~~anticipate~~of ~~paying~~capital ~~dividends~~will inserve to further improve the ~~near~~Bank’s ~~future~~capital ratios.

	Actual September 30, 2017		Actual December 31, 2016		Minimum to be “Well Capitalized”
	Amount	Ratio			Amount	Ratio
Total (Tier II) capital to risk weighted assets:
Company	$3,492	10.23%	$2,897	9.08%	$ N/A
Bank	3,454	10.11	2,897	9.08	3,415	10.00%
Tier I capital to risk weighted assets
Company	3,253	9.53	2,597	8.14	N/A
Bank	3,215	9.41	2,597	8.14	2,732	8.00%
Common equity Tier I capital to risk weighted assets
Company	3,253	9.53	2,597	8.14	N/A
Bank	3,215	9.41	2,597	8.14	2,220	6.50%
Tier I Leverage ratio (Tier I capital to total quarterly average assets)
Company	3,253	5.80	2,597	4.82	N/A
Bank	3,215	5.74	2,597	4.82	2,803	5.00%
Tangible common equity to tangible assets
Company	3,253	5.80	2,597	4.82	N/A	N/A
Bank	3,215	5.74	2,597	4.82	N/A	N/A

At March 31, 2018, capital benchmarks had not been met; however, management will continue to execute its capital strategies. The Company and the Bank do not anticipate paying dividends in the near future.

The following table presents the capital ratios of the Company and the Bank as of March 31, 2018 and December 31, 2017:

	March 31, 2018				December 31, 2017
(In 000’s)	Actual		Minimum to be Well Capitalized		Actual		Minimum to be Well Capitalized
	Amount	Ratio	Amount	Ratio	Amount	Ratio	Amount	Ratio
Total (Tier II) capital to risk weighted assets:
Company	3,023	9.42%	N/A		$3,338	10.22%	N/A
Bank	2,978	9.31	3,201	10.00%	3,300	10.11	3,265	10.00%
Tier I capital to risk weighted assets
Company	2,822	8.79	N/A		3,158	9.67	N/A
Bank	2,777	8.68	2,561	8.00%	3,120	9.56	2,612	8.00%
Common equity Tier I capital to risk weighted assets
Company	2,822	8.79	N/A		3,158	9.67	N/A
Bank	2,777	8.68	2,081	6.50%	3,120	9.56	2,122	6.50%
Tier I Leverage ratio (Tier I capital to total quarterly average assets)
Company	2,822	4.93	N/A		3,158	5.58	N/A
Bank	2,777	4.87	2,854	5.00%	3,120	5.51	2,829	5.00%
Tangible common equity to tangible assets
Company	2,822	4.93	N/A	N/A	3,158	5.58	N/A	N/A
Bank	2,777	4.87	N/A	N/A	3,120	5.51	N/A	N/A

Results of Operations

Summary

The Company reported ~~net income of approximately $ 29,000 ($ 0.03 per common share) for the quarter ended September 30, 2017 compared to~~ a net loss of approximately $~~100~~198,000 ($0.1224 per common share) for the ~~same~~ quarter ~~in 2016. The Company reported a net loss of approximately $289,000 ($0.35 per common share) for the nine months~~ ended ~~September~~March 3031, ~~2017~~2018 compared to a net ~~income~~loss of approximately $16203,000 ($0.0225 per common share) for the same ~~period~~quarter in ~~2016. The decline in financial performance from 2016 is primarily related to a reduction in SBA loan-related income as there were fewer originations in~~ 2017. A detailed explanation of each component of operations is included in the sections below.

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.

Average Balances, Rates, and Interest Income and Expense Summary

		Three months ended September 30, 2017			Three months ended September 30, 2016
	Three months ended March 31, 2018			Three months ended March 31, 2017
(in 000’s)	Average Balance	Interest	Yield/Rate	Average Balance	Interest	Yield/Rate
Assets:
Interest-earning assets:
Loans	$37,408	$612	6.54%	$41,494	$601	5.79%
Loans*	$40,448	$547	5.41%	$38,047	$589	6.19%
Investment securities	5,~~401~~175	30	2.2232	65,~~653~~620	3532	2.1228
Federal funds sold	1011,~~503~~028	3241	1.2249	56,~~118~~550	612	0.4779
Interest bearing balances with other banks	312	-	-	311	-	-
Total interest-earning assets	5356,~~624~~963	~~674~~618	54.0334	5350,~~576~~528	~~642~~633	45.8001
Interest-bearing liabilities
Demand deposits	1514,~~117~~779	7	0.19	13,~~860~~527	6	0.18
Savings deposits	11,~~745~~533	1	0.03	11,~~787~~852	1	0.0307
Time deposits	89,~~780~~228	1112	0.5052	1110,~~582~~070	9	0.3236
Total interest-bearing liabilities	35,~~642~~540	1920	0.2123	3735,~~229~~449	16	0.1719
Net interest income		$~~655~~598			$~~626~~617
Net yield on interest-earning assets			4.8920%			4.6788%

*For 42purposes of computing the average balance, loans include all loans including loans held for sale and held at fair value. Loan balances are not reduced for nonperforming loans. Loan fee income is included in interest income on loans but is not considered material.

~~Table~~Net ofinterest ~~Contents~~income decreased approximately $19,000, or 3.08%, for the quarter ended March 31, 2018 compared to the same quarter in 2017. The decrease was primarily related to a decrease in interest income on loans due to higher yields on loans of 6.19% during the quarter ended March 31, 2017 compared to yields of 5.41% for the quarter ended March 31, 2018.

		Nine months ended September 30, 2017			Nine months ended September 30, 2016
(in 000’s)	Average Balance	Interest	Yield/Rate	Average Balance	Interest	Yield/Rate
Assets:
Interest-earning assets:
Loans	37,648	$1,729	6.12%	$39,159	$1,830	6.23%
Investment securities	5,507	92	2.23	7,136	120	2.25
Federal funds sold	8,878	69	1.04	6,556	23	0.47
Interest bearing balances with other banks	311	1	0.43	311	1	0.43
Total interest-earning assets	52,344	1,891	4.82	53,162	1,974	4.95
Interest-bearing liabilities
Demand deposits	14,194	19	0.18	13,102	18	0.19
Savings deposits	11,848	4	0.05	11,545	4	0.05
Time deposits	9,327	29	0.41	11,872	27	0.30
Total interest-bearing liabilities	35,279	52	0.20	36,519	49	0.18
Net interest income		$1,839			$1,925
Net yield on interest-earning assets			4.68%			4.83%

For purposes of computing the average balance, loans include all loans including loans held for sale and held at fair value. Loan balances are not reduced for nonperforming loans. Loan fee income is included in interest income on loans but is not considered material.

Net interest income increased approximately $30,000, or 4.75%, for the quarter ended September 30, 2017 compared to 2016. Net interest income declined approximately $86,000, or 4.46%, for the nine months ended September 30, 2017 compared to 2016. The increase for the quarter is primarily related to an increase in the yield on loans and Fed Funds Sold compared to 2016. The decrease for the nine months is due to the decline in yield on loans is because of an increase in nonaccrual loans.

Rate-Volume Analysis of Changes in Net Interest Income

	Three months ended September 30, 2017 compared to 2016			Three months ended September 30, 2016 compared to 2015
	Three months ended March 31, 2018 compared to 2017			Three months ended March 31, 2017 compared to 2016
	Increase (decrease) due to			Increase (decrease) due to
(Dollars in thousands)	Volume	Rate	Net	Volume	Rate	Net
Interest earned on:
Loans	$ ~~(62)~~18	$73(60)	$ 11(42)	$ 81	$ 448	$ 1249
Investment securities	(63)	1	(52)	(511)	(31)	(812)
Federal funds sold	6	2023	2629	(2)	34	12
Interest bearing balances with other banks	-	-	-	-	-	-
Total Interest-earning assets	~~(62)~~21	94(36)	32(15)	1(12)	451	539
Interest paid on:
Demand deposits	1	-	1	-	-	-
Savings deposits	-	-	-	-	2-	2-
Time deposits	(21)	4	23	(12)	12	-
Total interest-bearing liabilities	~~(1)~~-	4	34	(12)	32	2-
Net interest income	$ ~~(61)~~21	$ 90(40)	$ 29(19)	$ -(10)	$ 749	$ 739

	Nine months ended September 30, 2017 compared to 2016			Nine months ended September 30, 2016 compared to 2015
	Increase (decrease) due to			Increase (decrease) due to
(Dollars in thousands)	Volume	Rate	Net	Volume	Rate	Net
Interest earned on:
Loans	$ (16)	$ (85)	$(101)	$ (191)	$ 187	$ (4)
Investment securities	(30)	2	(28)	(12)	(3)	(15)
Federal funds sold	5	41	46	1	13	14
Interest bearing balances with other banks	-	-	-	-	-	-
Total Interest-earning assets	(41)	(42)	(83)	(202)	197	(5)
Interest paid on:
Demand deposits	-	-	-	(1)	-	(1)
Savings deposits	-	-	-	-	-	-
Time deposits	(6)	9	3	(2)	-	(2)
Total interest-bearing liabilities	(6)	9	3	(3)	-	(3)
Net interest income	(35)	(51)	(86)	$ (199)	$ 197	$ (2)

For the quarter ended March 31, 2018 compared to the same period in 2017, there was a decrease in net interest income of approximately $19,000. This change was due to increases in volume on interest earning assets resulting in additional net interest income of $21,000, offset by a decrease in rates, resulting in a decrease in net interest income of $40,000.

~~For~~ the quarter ended September 30, 2017 compared to the same period in 2016, there was a decrease of approximately $61,000 due to changes in volume offset by an increase of approximately $90,000 due to changes in rate. The increase in rate is related to the increase in the prime rate from 3.75% at December 2016 to 4.25% at September 2017. For the nine months ended September 30, 2017 compared to the same period in 2016, there was a decrease in net interest income of 36

Table of Contents

approximately $35,000 due to changes in volume and a decrease of approximately $51,000 due to changes in rate. The rate decline was a result of several higher yielding rate commercial loans re-setting at lower rates as well as an increase in nonaccrual loans. Also, in 2016, the payoff of principal and interest on nonaccrual loans served to increase the yield on loans.

Provision for Loan Losses

There was a ~~credit to the~~ provision (credit) for loan losses of $1520,000 ~~for~~and ~~the quarter ended September~~ ($30, ~~2017 compared to a credit to the provision of $45,~~000), ~~for the same quarter in 2016. There was a credit to the provision for loan losses of $91~~respectively,~~000~~ for the ~~nine~~quarters ~~months~~ ended ~~September~~March 3031, ~~2017~~2018 compared to a credit to the provision of $50,000 for the same period in 2016. The decrease in provisions is primarily related to lower loan originations, loan payoff activity as well as a reduction net charge-offs and ~~related historical loss factors~~2017. In general, provision requirements are based on credit losses inherent in the loan portfolio and the review and analysis of the loan portfolio in accordance with the Bank’s Allowance for Loan Loss policies and procedures. (Refer to Allowance for Loan Losses above for discussion and analysis of credit quality.)

Noninterest Income

The amount of the Bank's noninterest income generally reflects the volume of the transactional and other accounts handled by the Bank and includes such fees and charges as low balance account fees, overdrafts, account analysis, ATM fees, SBA loan related income and other customer service fees. Noninterest income increased approximately $~~115~~73,000, or 30.8839%, for the quarter ended ~~September~~March 3031, ~~2017~~2018 compared to the same quarter in ~~2016. Noninterest income decreased approximately $329,000, or 24.07%, for the nine months ended September 30,~~ 2017 ~~compared~~primarily due to ~~the~~an ~~same~~increase ~~period~~ in ~~2016. The~~gains ~~decline~~realized ison ~~primarily~~the ~~related~~sale toof ~~a reduction in~~ SBA ~~loan~~loans ~~origination~~of ~~volume~~approximately $96,000.

Customer service fees increased approximately $154,000, or 174.4854% ~~for the quarter ended September 30~~, ~~2017 compared to 2016. ATM activity fees increased by approximately $3,000, or 8.89%,~~ for the quarter ended ~~September~~March 3031, ~~2017~~2018 compared to ~~the same period in 2016. Customer service fees increased approximately $36,000, or 13.76% for the nine months ended September 30,~~ 2017 ~~compared to 2016~~. ATM activity fees ~~increased~~decreased by approximately $106,000, or 1120.4551%, for the ~~nine~~quarter ~~months~~ ended ~~September~~March 3031, ~~2017~~2018 compared to the same period in ~~2016~~2017. ~~The~~ ~~increase in customer service fees is the result of a higher level of overdraft fees related to several business customers. The increase in~~ ATM ~~fees is related to higher volume at several of the Bank’s ATM locations where welfare benefits are retrieved using debit cards. However, in general, ATM~~ usage has declined as consumers continue to move to electronic payment methods utilizing debit and credit cards versus cash.

In conjunction with its SBA loan origination strategy, the Bank recognized income of approximately $~~252~~166,000 and $~~152~~86,000, respectively, for the three months ended ~~September~~March 3031, ~~2017~~2018 and ~~2016~~2017, on the sale of the guaranteed portion of SBA loans and on SBA loans that were held-for-sale and accounted for at fair value under ASC 825, Financial Instruments. ~~The~~Management ~~Bank~~plans ~~recognized income of approximately $477,000 and $752,000, respectively, for the nine months ended September 30, 2017 and 2016. The decline is related~~ to ~~lower~~continue ~~SBA loan origination volume in 2017 compared~~ to ~~2016. Management seeks to~~ increase its SBA loan volume and related gains on sales as its primary strategy to enhance and stabilize earnings.

Noninterest Expense

Salaries and benefits ~~increased~~remained ~~approximately~~flat at $5400,000, ~~or 1.26%,~~ for the quarter ended ~~September 30, 2017 compared to 2016 because of an increase in medical insurance costs during the policy renewal period in~~ March~~. Salaries~~ ~~and benefits increased approximately $20~~31,~~000,~~ or2018 ~~1.69%, for the nine months ended September 30, 2017~~ compared to ~~2016~~2017. ~~The increase is primarily related to a cost of living increase for Bank employees.~~

~~Occupancy~~Office operations and ~~equipment~~supplies expense ~~increased~~decreased by approximately $123,000, or 4.9717%, for the quarter ended ~~September~~March 3031, ~~2017~~2018 compared to ~~2016. Occupancy and equipment expense increased approximately $35,000, or 4.79%, for the nine months ended September 30,~~ 2017 ~~compared~~primarily tobecause ~~2016. The~~of ~~increase~~a isreduction ~~primarily~~in ~~related~~stationary toand ~~higher~~supplies ~~common~~expense ~~area~~as ~~maintenance expenses for~~ the Bank’s ~~leased~~moves ~~branches as well as maintenance fees related~~ to ~~its~~more ~~loan~~electronic ~~analysis and monitoring platform~~storage.

~~Office~~Marketing ~~operations~~ and ~~supplies~~public relations expense ~~decreased~~increased by approximately $214,000, ~~or 2.37%,~~ for the quarter ended ~~September~~March 3031, ~~2017~~2018 compared to ~~2016. Office~~2017 ~~operations~~because ~~and~~of ~~supplies~~marketing ~~expense~~efforts ~~decreased~~made ~~approximately~~to ~~$6,000,~~increase ~~or 2.27%, for~~ the ~~nine~~visibility ~~months~~of ~~ended September 30, 2017 compared to 2016. In 2017,~~ the Bank ~~converted~~and toits aSBA ~~new~~loan ~~teller platform that resulted in the use of fewer forms~~products.

Professional 44services expense decreased approximately $13,000, or 25.66%, for the quarter ended March 31, 2018 compared to 2017 primarily as a result of a lower fees paid in relation to the Bank’s year-end audits, as the Bank was transitioning to a new audit firm.

~~Table~~Data ofprocessing ~~Contents~~ expenses increased approximately $3,000, or 2.58%, for the quarter ended March 31, 2018 compared to 2017. The increase is primarily due to increases in processing expenses for the Bank’s core service provider for which there are annual escalations.

~~Professional~~Federal ~~services~~deposit ~~expense~~insurance assessments increased by approximately $13,000, or 113.9564%, for the quarter ended ~~September~~March 3031, ~~2017~~2018 compared to ~~2016~~2017. ~~Professional~~ Assessments ~~services~~are ~~expense~~based ~~decreased~~on ~~approximately~~many ~~$46,000,~~factors orincluding ~~20.65%, for~~ the ~~nine months ended September 30, 2016 compared to the same period in 2016 as a result of decreased audit cost as the~~ Bank’s isdeposit insize ~~the~~and ~~process~~composition ofand ~~transitioning~~its tocurrent aregulatory ~~new external audit firm~~ratings.

~~Data~~Net ~~processing~~other ~~expense~~real ~~increased~~estate ~~approximately~~expenses ~~$2,000, or 2.67%, for the quarter ended September 30, 2017 compared to 2016. Data processing expense~~ decreased approximately $117,000, or 332.7982%, for the ~~nine~~quarter ~~months~~ ended ~~September~~March 3031, ~~2017~~2018 compared to ~~2016~~2017. The decrease iswas primarily related to ~~negotiated~~reduced ~~contract~~repairs ~~price~~and ~~reductions~~maintenance inexpenses ~~conjunction~~on ~~with~~properties anduring ~~extension of~~ the ~~Bank’s~~quarter ~~core~~ended ~~servicing~~March ~~contract.~~31, 2018.

~~Federal~~Loan ~~deposit~~and ~~insurance~~collection ~~assessments~~expenses decreased approximately $318,000, or 1038.0066%, for the quarter ended ~~September~~March 3031, ~~2017~~2018 compared to ~~2016. Federal~~2017 ~~deposit~~because ~~insurance~~the ~~assessments~~Bank ~~decreased~~completed ~~$15,000,~~collection orof ~~17.24%,~~several ~~for~~defaulted ~~the~~loans ~~nine~~in ~~months ended September 30,~~ 2017 ~~compared~~for towhich ~~2016. Assessments~~it ~~are~~incurred ~~based~~significant onloan-related ~~many~~legal ~~factors including the Bank’s deposit size~~ and ~~composition~~foreclosure ~~and its current regulatory ratings~~expense.

Net other real estate expenses decreased approximately $38,000, or 56.88%, for the quarter ended September 30, 2017 compared to 2016. Net other real estate expenses decreased approximately $45,000, or 43.66%, for the nine months ended September 30, 2017 compared to 2016. The reduction is related to the stabilization of property values that required no further write-downs compared to 2016.

Loan and collection expenses increased approximately $4,000, or 10.46%, for the quarter ended September 30, 2017 compared to 2016. Loan and collection expenses increased approximately $26,000, or 26.64%, for the nine months ended September 30, 2017 compared to 2016. The increase is related to expenses associated with appraisals, sheriff sale and legal fees related to collection activity.

Other operating expenses decreased approximately $8,000, or 5.99%, for the quarter ended September 30, 2017 compared to 2016. Other operating expenses decreased approximately $18,000, or 4.98%, for the nine months ended September 30, 2017 compared to 2016. The decrease is a result of a reduction in the Bank’s Pennsylvania Bank Shares Tax because of a change in the tax computation methodology.

Dividend Restrictions

The Company has never declared or paid any cash or stock dividends. The Pennsylvania Banking Code of 1965, as amended, provides that cash dividends may be declared and paid only from accumulated net earnings and that, prior to the declaration of any dividend, if the surplus of a bank is less than the amount of its capital, the bank shall, until surplus is equal to such amount, transfer to surplus an amount which is at least ten percent (10%) of the net earnings of the bank for the period since the end of the last fiscal year or any shorter period since the declaration of a dividend. If the surplus of a bank is less than fifty percent (50%) of the amount of its capital, no dividend may be declared or paid by the Bank without the prior approval of the Pennsylvania Department of Banking.

Under the Federal Reserve Act, the Federal Reserve Board has the power to prohibit the payment of cash dividends by a bank holding company if it determines that such a payment would be an unsafe or unsound practice or constitutes a serious risk to the financial soundness or stability of the subsidiary bank. As a result of these laws and regulations, the Bank, and therefore the Company, whose only source of income is dividends from the Bank, will be unable to pay any dividends while an accumulated deficit exists. The Company does not anticipate that dividends will be paid for the foreseeable future.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Not applicable.

Item 4. Controls and Procedures

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

Not applicable.

Item 4. 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 weakness described below.

(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 ~~June~~March 3031, ~~2017~~2018 due to the material weakness 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 ~~September~~March 3031, ~~2017~~2018 in connection with credit administration matters and the timeliness of financial reporting related to the identification and support for asset quality matters that could have a material effect on the consolidated financial statements.

In June 2017, to address the material weaknesses, ~~the~~we ~~Bank~~have established the following procedures: (1) Implement a new credit administration monitoring system for items requiring follow-up/annual reviews; (2) Implement an appraisal monitoring procedure for all impaired loans; and (3) Together with credit administration in conjunction with monthly Asset Quality Committee Meetings, identify and provide appropriate supporting documentation for material asset quality-related matters that could affect the consolidated financial statements of the Company. Management believes that this change will address material weaknesses in the financial controls ~~that were in existence as of September 30, 2017~~. Additional changes will be implemented as determined necessary.

Although our remediation efforts have been implemented, 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.

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(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.

Management’s report was not subject to attestation by our registered public accounting firm pursuant to the Dodd-Frank Act which permits small reporting companies, such as the Company, to provide only management’s report in this annual report.

PART II - OTHER INFORMATION

Item 1. 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 1A. Risk Factors.

There have not been any material changes to the risk factors disclosed in the Company’s ~~2016~~2017 Annual Report on Form 10-K except as disclosed below. The risk factors disclosed in the Company’s ~~2016~~2017 Annual Report on Form 10-K are not the only risks that we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

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 8.550% and its total risk -based capital ratio to 12.550%. As of ~~September~~March 3031, ~~2017~~2018, the Bank’s tier one leverage capital ratio was 54.7487% and its total risk -based capital ratio was 109.1131%. Refer to 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.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None

Item 3. Defaults Upon Senior Securities.

None

Item 4. Mine Safety Disclosures.

None

Item 5. Other Information.

None

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Item 6. Exhibits.

a)Exhibits.

Exhibit 31.1	Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 31.2	Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 32.1	Certification of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Exhibit 32.2	Certification of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

UNITED BANCSHARES, INC.

Date: November 4, 2020	/s/ Evelyn F. Smalls
Date: September 17, 2021	/s/ Evelyn F. Smalls
	Evelyn F. Smalls
	President & Chief Executive Officer
Date: November 4, 2020	/s/ Brenda M. Hudson-Nelson
Date: September 17, 2021	/s/ Brenda M. Hudson-Nelson
	Brenda Hudson-Nelson
	Executive Vice President/Chief Financial Officer

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