10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2018

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

for the transition period from              to               

Commission file number: 0-25976

UNITED BANCSHARES INC /PA

(Exact name of registrant as specified in its charter)

Pennsylvania	23-2802415
(State of other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
The Graham Building, 30 South 15th Street, Suite 1200, Philadelphia, Pennsylvania	19102
(Address of principal executive offices)	(Zip Code)

(215) 351-4600

[Registrant’s telephone number, including area code]

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange  on which registered
NONE	NONE

Securities registered pursuant to Section 12(g) of the Act:

 Common Stock, $0.01 Par Value 

(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act

 Yes ☐     No ☒

Indicate by check mark if registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.

Yes ☐     No ☒

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities and Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐     No ☒

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ☐ No ☒

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check One):

Large accelerated filer	☐	Accelerated filer	☐	Non-accelerated filer	☐
Smaller reporting company	☒	Emerging growth company	☐

If emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by checkmark whether the Registrant is a shell company (as defined by Rule 126-2 of the Exchange Act):

Yes ☐     No ☒

The aggregate market value of shares of common stock held by non-affiliates of Registrant (including fiduciary accounts administered by affiliates) was [not applicable ] on July 18, 2022. Not applicable, the Registrant shares are not publicly traded.

United Bancshares, Inc. (sometimes herein also referred to as the “Company” or “UBS”) has two classes of capital stock authorized. 2,000,000 shares of $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 99,342, 1,850, and 1,100 shares are outstanding, respectively as of July 18, 2022.

The Board of Directors designated a subclass of the common stock, Class B Common Stock, by filing of Articles of Amendment to its Articles of Incorporation on September 30, 1998. This Class B Common Stock has all of the rights and privileges of Common Stock with the exception of voting rights. Of the 2,000,000 shares of authorized Common Stock, 250,000 have been designated Class B Common Stock. There is no market for the Common Stock. None of the shares of the Registrant’s stock was sold within 60 days of the filing of this Form 10-K.

As of July 18, 2022 the aggregate number of the shares of the Registrant’s Common Stock outstanding was 843,050.

 DOCUMENTS INCORPORATED BY REFERENCE:

Document	Parts Into Which Incorporated
None

The exhibit index is on pages 53 through 54. There are 99 pages in this report.

FORM 10-K

United Bancshares, Inc.

Index

Item No.		Page
PART I
1.	Business	5
1A.	Risk Factors	16
1B.	Unresolved Staff Comments	19
2.	Properties	19
3.	Legal Proceedings	20
4.	Mine Safety Disclosures	20
PART II
5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	21
6.	Selected Financial Data	22
7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
7A.	Quantitative and Qualitative Disclosures about Market Risk	38
8.	Financial Statements and Supplementary Data	38
9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	38
9A.	Controls and Procedures	38
9B.	Other Information	39
PART III
10.	Directors, Executive Officers, and Corporate Governance	40
11.	Executive Compensation	46
12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	50
13.	Certain Relationships and Related Transactions, and Director Independence	51
14.	Principal Accountant Fees and Services	52
PART IV
15.	Exhibits and Financial Statement Schedules	53

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PART I

SPECIAL CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

Certain of the statements contained in this report and the documents incorporated by reference herein 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 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. These forward-looking statements include statements with respect to UBS’ financial goals, business plans, business prospects, credit quality, credit risk, reserve adequacy, liquidity, origination and sale of residential mortgage loans, mortgage servicing rights, the effect of changes in accounting standards, and market and pricing trends loss. The words The words “may”, “would”, “could”, “will”, “likely”, “expect,” “anticipate,” “intend”, “estimate”, “plan”, “forecast”, “project” and “believe” and similar expressions are intended to identify such forward-looking statements. UBS’ actual results may differ materially from the results anticipated by the forward-looking statements due to a variety of factors, including without limitation:

• the effect of future economic conditions on the UBS and its customers, including economic factors which affect consumer confidence in the securities markets, wealth creation, investment and savings patterns, the real estate market, and UBS’ interest rate risk exposure and credit risk;

• changes in the securities markets with respect to the market values of financial assets and the stability of particular securities markets;

• governmental monetary and fiscal policies, as well as legislation and regulatory changes;

• results of regulatory examinations, including the possibility that regulators may, among other things, require us to increase our allowance for loan losses or to write down assets;

• changes in accounting requirements or interpretations;

• changes in existing statutes, regulatory guidance, legislation or judicial decisions that adversely affect our business, including changes in federal income tax or other tax regulations;

• the risks of changes in interest rates on the level and composition of deposits, loan demand, and the value of loan collateral and securities, as well as interest rate risk;

• the effects of competition from other commercial banks, thrifts, credit unions, securities brokerage firms, insurance companies, money-market and mutual funds and other institutions operating in UBS’ trade market area and elsewhere including institutions operating locally, regionally, nationally and internationally and such competitors offering banking products and services by mail, telephone, computer and the Internet;

• Any extraordinary events (such as natural disasters, acts of terrorism, wars or political conflicts);

• UBS’ need for capital;

• UBS’ success in continuing to generate new business, especially SBA loans, 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;

• changes in consumer and business spending, borrowing and savings habits and demand for financial services in our investment products in a manner that meets customers’ needs;

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• UBS’ timely development of competitive new products and services in a changing environment and the acceptance of such products and services by customers;

• the accuracy of assumptions underlying the establishment of reserves for loan losses and estimates in the value of collateral, the market value of mortgage servicing rights and various financial assets and liabilities;

• UBS’ ability to retain key members of the senior management team;

• the ability of key third-party providers to perform their obligations to the UBS and the Bank;

• technological systems failures, interruptions and security breaches could negatively impact our operations and reputation;

• technological changes, including cyber security, being more difficult or expensive than anticipated;

• UBS’ success in managing the risks involved in the foregoing.

All written or oral forward-looking statements attributed to UBS are expressly qualified in their entirety by use of the foregoing cautionary statements. All forward-looking statements included in this Report and the documents incorporated by reference herein are based upon UBS’ beliefs and assumptions as of the date of this Report. UBS assumes no obligation to update any forward-looking statement. In light of these risks, uncertainties and assumptions, the forward-looking statements discussed in this Report or incorporated documents might not occur and you should not put undue reliance on any forward-looking statements.

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PART I

ITEM 1 — BUSINESS

United Bancshares, Inc.

United Bancshares, Inc. (“Registrant” or “UBS”) is a holding company for United Bank of Philadelphia (the “Bank”). UBS was incorporated under the laws of the Commonwealth of Pennsylvania on April 8, 1993. The Registrant became the bank holding company of the Bank, pursuant to the Bank Holding Company Act of 1956, as amended, on October 14, 1994.

The Bank commenced operations on March 23, 1992. UBS provides banking services through the Bank. The principal executive offices of UBS and the Bank are located at The Graham Building, 30 S 15^th Street, Suite 1200, Philadelphia, Pennsylvania 19102. The Registrant’s telephone number is (215) 351-4600.

As of July 18, 2022, UBS and the Bank had a total of 17 employees.

United Bank of Philadelphia

United Bancshares, Inc. is an African American controlled and managed bank holding company for United Bank of Philadelphia (the “Bank”), a commercial bank chartered in 1992 by the Commonwealth of Pennsylvania, Department of Banking. The deposits held by the Bank are insured by the Federal Deposit Insurance Corporation (“FDIC”). The Bank provides full service community banking in Philadelphia neighborhoods that are rich in diversity providing a market opportunity that includes men, women, families, small business owners, skilled laborers, professionals and many more who need banking services to help make their dreams come true.

The Bank conducts all its banking activities through its two offices located as follows: (i) Center City 30S 15^th Street, Philadelphia, Pennsylvania, and (ii) Progress Plaza Branch 1501 North Broad Street, Philadelphia, Pennsylvania. Through its locations, the Bank offers a broad range of commercial and consumer banking services. At December 31, 2018, the Bank had total deposits aggregating approximately $48 million and had total net loans outstanding of approximately $36 million, including $10.1 million held for sale. Although the Bank’s primary service area for Community Reinvestment Act purposes is Philadelphia County, it also services, generally, the Delaware Valley, which consists of portions of Montgomery, Bucks, Chester, and Delaware Counties in Pennsylvania; New Castle County in Delaware; and Camden, Burlington, and Gloucester Counties in New Jersey.

The city of Philadelphia is comprised of 381 census tracts and, based census data, 250 or 65% of these are designated as low to moderate-income tracts while 105 or 27.3% are characterized both as low to moderate-income and minority tracts. The Bank’s primary service area consists of a population of 1,584,064, which includes a minority population of 874,403.

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United Bank of Philadelphia, while state chartered as a commercial bank, is uniquely structured to provide retail services to its urban communities, while maintaining and establishing a solid portfolio of commercial relationships that include small businesses, churches and corporations. The Bank has leveraged its CDFI (community development financial institution) designation as established by the United States Department of Treasury to attract deposits from universities and corporations in the region seeking Community Reinvestment Act (the “CRA Act”) credit. The Bank may also be eligible to receive grants from the U.S. Treasury CDFI Bank Enterprise Award Fund for its qualified small business lending activity. Management may pursue CDFI funding in the future for which the Bank is eligible.

The Bank seeks to strengthen communities in the Philadelphia region with innovative products and services including remote deposit capture and other electronic banking services. The Bank primarily engages in commercial banking business with a particular focus on, and sensitivity to, groups that have been traditionally under-served, including Blacks, Hispanics and women. The Bank offers a wide range of deposit products (both retail and commercial), including checking accounts, interest-bearing NOW accounts, money market accounts, certificates of deposit, savings accounts and Individual Retirement Accounts.

A broad range of credit products is offered to the businesses in the Bank’s service area, including commercial and industrial and commercial real estate loans. Although the Bank’s internal Loan Policy limit is $500,000 per borrower, its maximum legal lending limit was approximately $284,000 per borrower based on 15% of its current capital level at December 31, 2018.

United Bank of Philadelphia has the flexibility to develop loan arrangements targeted at a customer’s objectives. Typically, these loans are term loans or revolving credit arrangements with interest rate, collateral and repayments terms, varying based upon the type of credit, and various factors used to evaluate risk. The Bank participates in the government-sponsored and other local agency credit enhancement programs including the Small Business Administration (“SBA”) and Philadelphia Industrial Development Corporation (“PIDC”) when deemed appropriate. These programs offer guarantees of up to 90% of the loan amount. These guarantees are intended to reduce the Bank’s exposure to loss in its commercial loan portfolio. Commercial loans are typically made on the basis of cash flow to support repayment with secondary reliance placed on the underlying collateral.

Other services the Bank offers include safe deposit boxes, travelers’ checks, money orders, direct deposit of payroll and Social Security checks, wire transfers, access to automated teller networks and remote deposit capture.

Segments

The Company has one reportable segment, “Community Banking.” All of the Company’s activities are interrelated, and each activity is dependent and assessed based on how each of the activities of the Company supports the other. For example, commercial lending is dependent upon the ability of the Bank to fund it with retail deposits and other borrowings and to manage interest rate and credit risk. Accordingly, all significant operating decisions are based upon analysis of the Company as one operating segment or unit.

Access to the Bank’s Website and the United States Securities and Exchange Commission Website

Reports filed electronically by United Bancshares, Inc. with the Securities and Exchange Commission including proxy statements, reports on Form 10-K, reports on Form 10-Q, and current event reports on Form 8–K, as well as any amendment of those reports, and other information about UBS and the Bank are accessible at no cost on the Bank’s website at www.ubphila.com under the “investor information” section. These files are also accessible on the Commission’s website at www.sec.gov.

Competition

There is significant competition among financial institutions in the Bank’s service area. Money center banks have positioned new branches in once abandoned neighborhoods seeking to grow market share in minority communities. The Bank competes with local, regional and national commercial banks, as well as savings banks, credit unions and savings and loan associations. Many of these banks and financial institutions have an amount of capital that allows them to do more advertising and promotion and to provide a greater range of services to customers including cash management, investment and trust services. The Bank has attracted, and believes it will continue to attract its customers from the deposit base of such existing banks and financial institutions largely due to the Bank’s “uniqueness” in the marketplace and its mission to service groups of people who have traditionally been under-served and by its devotion to personalized customer service. The Bank’s branding message, “So Much More Than Banking” highlights the Bank’s community development focus.

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The Bank focuses its efforts on the needs of individuals and small and medium-sized businesses. In the event that there are customers whose loan demands exceed the Bank’s lending limit; the Bank will seek to arrange for such loans on a participation basis with other financial institutions and intermediaries. In addition, major corporations with operations in the Philadelphia region will continue to be targeted for business including deposits and other banking services.

Supervision and Regulation

UBS, as a Pennsylvania business corporation, is subject to the jurisdiction of the Securities and Exchange Commission (the “SEC”) and certain state securities commissions concerning matters relating to the offering and sale of its securities. Accordingly, if UBS wishes to issue additional shares of its Common Stock, for example, to raise capital or to grant stock options, UBS must comply with the registration requirements of the Securities Act of 1933, as amended, and any applicable states securities laws, or use an applicable exemption from such registration, if available.

Capital Adequacy

Federal and state banking laws impose on financial institutions such as UBS and the Bank certain minimum requirements to be considered “well capitalized”. The Company and the Bank are each generally required to maintain a minimum ratio of common equity Tier I capital, Tier I Capital, and total capital to risk rated assets of 6.5%, 8% and 10%, respectively, to be “well capitalized” and 4.5%, 6% and 8%, respectively, to be “adequately capitalized”. At least half of the total capital must be composed of “Tier I Capital” which is defined as common equity, retained earnings and qualified perpetual preferred stock, less certain intangibles. The remainder may consist of “Tier II Capital” which is defined as specific subordinated debt, some hybrid capital instruments and other qualifying preferred stock and a limited amount of loan loss allowance. Common equity Tier I Capital is generally defined as common equity and retained earnings. Also, federal banking regulatory agencies have established minimum leverage capital requirements for banking organizations. Under these requirements, banking organizations must maintain a minimum of Tier I Capital to adjusted average quarterly assets equal to 3% to 5%, subject to bank regulatory evaluation of an organization’s overall safety and soundness. Under the federal banking regulations, a financial institution would be deemed “adequately capitalized” or better if it exceeds the minimum federal regulatory capital requirements described above. A financial institution would be deemed “undercapitalized” if it fails to meet the minimum capital requirements and significantly undercapitalized if it has a total risk-based capital ratio that is less than 6%, Tier I risk-based capital ratio is less than 3%, a leverage ratio that is less than 3% and “critically undercapitalized” if the institution has a ratio of tangible equity to total assets that is equal to less than 2%. If an institution is deemed to be critically undercapitalized for four quarters, with certain exceptions, that institution will be placed in receivership. As of December 31, 2018, UBS and the Bank were undercapitalized as discussed in Note 14 of the Consolidated Financial Statements. However, UBS and the Bank are “well capitalized” for regulatory capital purposes based upon the most recent notification under regulatory framework for prompt corrective action.

On January 31, 2012, the Bank entered into a Consent Order (“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%.

In an effort to restore the Bank to profitability and increased capital levels, its regulators, FDIC and Department of Banking amended and restated the prior Order on April 25, 2018. This amended Order serves as a prescriptive Restoration Plan providing benchmarks for capital, earnings and asset quality. The Board of Directors is optimistic about the Bank’s ability to achieve the requirements as stated. This Order represents 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 promptly comply with the Order. Additional information can be found in Note 14 to the Consolidated Financial Statements.

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Basel III

On June 7, 2012, the Federal Reserve approved proposed rules that would substantially amend the regulatory risk-based capital rules applicable to UBS and the Bank. The FDIC and the OCC subsequently approved these proposed rules on June 12, 2012. The proposed rules implement the “Basel III” regulatory capital reforms and changes required by the Dodd-Frank Act. “Basel III” refers to two consultative documents released by the Basel Committee on Banking Supervision in December 2009, the rules text released in December 2010, and loss absorbency rules issued in January 2011, which include significant changes to bank capital, leverage and liquidity requirements.

In July 2014, the Federal Reserve, the OCC and the FDIC approved the final Basel III risk-based capital rule. This rule aims to improve the quality and quantity of capital for all banking organizations. The agencies, in response to comments on their June 2012 proposed capital rule, sought to minimize the potential burden on community organizations where consistent with applicable law and the establishment of a robust and comprehensive capital framework. Community banking organizations became subject to the final Basel III rule on January 1, 2015. Thereafter begins a phase-in period through January 1, 2019.

For community banking organizations like UBS and the Bank, the rule in final form provides some relief from the initial proposal in three important areas:

• Banks under $15 billion in assets can continue to count trust-preferred securities—known as TRuPS—as Tier 1 capital.

• Banks can continue to risk-weight residential mortgages as they had under the original Basel I regime. The final rule abandons a proposal to institute a complicated formula of risk weights for residential mortgages.

• All but the largest banks (above $250 billion in assets) can keep available-for-sale securities on the balance sheet without having to adjust regulatory capital levels based on the current market value of those securities. Banks have a one-time opportunity to “opt-out” on their first regulatory call report after Jan. 1, 2015 from what’s called the accumulated other comprehensive income (AOCI) filter. If they miss doing so, they can’t opt-out later. The Bank “opted-out” of the inclusion of AOCI in its capital calculations in its March 31, 2015 Call Report.

The final rule includes new risk-based capital and leverage ratios and refines the definition of what constitutes “capital” for purposes of calculating those ratios. The new minimum capital level requirements applicable to UBS and the Bank under the final rule would be:

(i) a new common equity Tier 1 capital ratio of 4.5%;

(ii) a Tier 1 capital ratio of 6% (increased from 4%);

(iii) a total capital ratio of 8% (unchanged from current rules); and

(iv) a Tier 1 leverage ratio of 4% for all institutions.

The rule also establishes a “capital conservation buffer” of 2.5% above the new regulatory minimum capital requirements, which must consist entirely of common equity Tier 1 capital and would result in the following minimum ratios beginning in 2019:

(i) a common equity Tier 1 capital ratio of 7.0%;

(ii) a Tier 1 capital ratio of 8.5%; and

(iii) a total capital ratio of 10.5%.

The new capital conservation buffer requirement is phased in beginning in January 2016 at 0.625% of risk-weighted assets and would increase by that amount each year until fully implemented in January 2019. An institution would be subject to limitations on paying dividends, engaging in share repurchases, and paying discretionary bonuses if its capital level falls below the buffer amount. These limitations would establish a maximum percentage of eligible retained income that could be utilized for such actions.

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Basel III provides discretion for regulators to impose an additional buffer, the “countercyclical buffer,” of up to 2.5% of common equity Tier 1 capital to consider the macro-financial environment and periods of excessive credit growth. However, the proposed rules permit the countercyclical buffer to be applied only to “advanced approach banks” ( i.e. banks with $250 billion or more in total assets or $10 billion or more in total foreign exposures), which currently excludes UBS and the Bank.

The federal bank regulatory agencies also approved revisions to the prompt corrective action framework, which is designed to place restrictions on insured depository institutions, including the Bank, if their capital levels begin to show signs of weakness. These revisions took effect January 1, 2015. Under the prompt corrective action requirements, which are designed to complement the capital conservation buffer, insured depository institutions would be required to meet the following increased capital level requirements in order to qualify as “well capitalized:”

(i) a new common equity Tier 1 capital ratio of 6.5%;

(ii) a Tier 1 capital ratio of 8% (increased from 6%);

(iii) a total capital ratio of 10% (unchanged from current rules); and

(iv) a Tier 1 leverage ratio of 5% (increased from 4%).

As of December 31, 2018, UBS and the Bank were “under-capitalized”; however, capital ratios were subsequently strengthened with new external capital as well as retained earnings. Refer to Note 14 of the Consolidated Financial Statements.

The Bank Holding Company Act

UBS, as a bank holding company, is subject to the Bank Holding Company Act of 1956, as amended (the “BHC Act”), and supervision by the Federal Reserve Board. The BCH Act limits the business of bank holding companies to banking, managing or controlling banks, performing certain servicing activities for subsidiaries and engaging in such other activities as the Federal Reserve Board may determine to be closely related to banking. UBS is subject to the supervision of and inspection by the Federal Reserve Board and is required to file with the Board an annual report and such additional information as the Board may require pursuant to the BHC Act and its implementing regulations. The Federal Reserve Board also conducts inspections of UBS.

A bank holding company is prohibited from engaging in or acquiring direct or indirect control of more than 5% of the voting shares of any company engaged in non-banking activities, unless the Federal Reserve Board, by order or regulation, has found such activities to be so closely related to banking or managing or controlling banks, as to be a proper incident thereto. In making this determination, the Board considers whether the performance of these activities by a bank holding company would offer benefits to the public that outweigh possible adverse effects.

The BHC Act requires UBS to secure the prior approval of the Federal Reserve Board before it owns or controls, directly or indirectly, more than 5% of the voting shares of any corporation, including another holding company or bank.

The BHC Act and the Federal Reserve Board’s regulations prohibit a bank holding company and its subsidiaries from engaging in certain tying arrangements in connection with any extension of credit or services. The “anti-tying” provisions prohibit a bank from extending credit, leasing, selling property or furnishing any service to a customer on the condition that the customer obtain additional credit or service from the bank, its bank holding company or any other subsidiary of its bank holding company, or on the condition that the customer not obtain other credit or services from a competitor of the bank, its bank holding company or any subsidiary of its bank holding company.

The Bank, as a subsidiary of UBS, is subject to certain restrictions imposed by the Federal Reserve Act, as amended, on any extensions of credit to UBS or its subsidiaries, on investments in the stock or other securities UBS or its subsidiaries, and on taking such stock or securities as collateral for loans.

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The Federal Reserve Act and Federal Reserve Board regulations also place certain limitations and reporting requirements on extensions of credit by a bank to principal shareholders of its parent holding company, among others, and to related interests of such principal shareholders. In addition, that Act and those regulations may affect the terms upon which any person who becomes a principal shareholder of a holding company may obtain credit from banks with which the subsidiary bank maintains a correspondent relationship.

Under Federal Reserve Board Policy, UBS is expected to serve as a source of financial strength to the Bank and to commit resources to support the Bank. Consistent with its “source of strength” policy, the Federal Reserve Board has stated that as a matter of prudent banking, the bank holding company generally should not maintain a rate of cash dividends unless its net income available to common shareholders has been sufficient to fully fund the dividends and the perspective rate of earnings retention appears to be consistent with UBS’ capital needs, asset quality and overall financial condition.

Federal Law also grants to the federal banking agencies the power to issue cease and desist orders when a bank or bank holding company, or an officer or director thereof, is engaged in or is about to engage in unsafe and unsound practices.

Regulatory Restrictions on Dividends

The Consent Orders with the FDIC and the Pennsylvania Department of Banking prohibit the payment of dividends without the approval of both regulatory agencies.

Dividend payments by the Bank to UBS are subject to the Pennsylvania Banking Code and the FDIC Act. Under the Banking Code, no dividends may be paid except from “accumulated net earnings” (generally undivided profits). Under the FDIC, an insured bank may not pay dividends if the bank is in arrears and the payment of any insurance assessment due to the FDIC. See dividend restrictions under Item 5 below.

The Financial Services Act

The Financial Services Act (the “FSA”), sometimes referred to as the Gramm-Leach-Bliley Act, repealed the provisions of the Glass-Steagall Act, which prohibited commercial banks and securities firms from affiliating with each other and engaging in each other’s businesses. Thus, many of the barriers prohibiting affiliations between commercial banks and securities firms have been eliminated.

The FSA authorizes the establishment of “financial holding companies” (“FHC”) to engage in new financial activities offering and banking, insurance, securities and other financial products to consumers. Bank holding companies may elect to become a FHC, if all of its subsidiary depository institutions are well capitalized and well managed. If those requirements are met, a bank holding company may file a certification to that effect with the Federal Reserve Board and declare that it elects to become a FHC. After the certification and declaration are filed, the FHC may engage either de novo or through an acquisition in any activity that has been determined by the Federal Reserve Board to be financial in nature or incidental to such financial activity.

Under the FSA, the Bank, subject to various requirements, is permitted to engage through “financial subsidiaries” in certain financial activities permissible for affiliates of an FHC. However, to be able to engage in such activities the Bank must be well capitalized and well managed and receive at least a “satisfactory” rating in its most recent CRA examination. See “The Community Reinvestment Act” below.

Dodd Frank Act

On July 21, 2010, the Dodd Frank Act was signed into law. The Dodd Frank Act will likely result in dramatic changes across the financial regulatory system, some of which became effective immediately and some of which will not become effective until various future dates. Implementation of the Dodd Frank Act will require many new rules to be issued by various federal regulatory agencies over the next several years. There will be a significant amount of uncertainty regarding the overall impact of this new law on the financial services industry until final rulemaking is complete. The ultimate impact of this law could have a material adverse impact on the financial services industry as a whole and on our business, results of operations, and financial condition. Provisions in the legislation that affect deposit insurance assessments, payment of interest on demand deposits, and interchange fees could increase the costs associated with deposits and place limitations on certain revenues those deposits may generate. The Dodd Frank Act also includes provisions that, among other things, either have been adopted or will be adopted:

• Centralize responsibility for consumer financial protection by creating a new agency, the Bureau of Consumer Financial Protection, responsible for implementing, examining, and enforcing compliance with federal consumer financial laws, but depository institutions such as the bank with less than $10 billion in assets will continue to be examined and supervised by its current regulators.

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• Create the Financial Stability Oversight Council that will recommend to the Federal Reserve increasingly strict rules for capital, leverage, liquidity, risk management, and other requirements as companies grow in size and complexity.

• Provide mortgage reform provisions regarding a customer’s ability to repay, restricting variable-rate lending by requiring that the ability to repay variable-rate loans be determined by using the maximum rate that will apply during the first five years of a variable-rate loan term, and making more loans subject to provisions for higher cost loans and new disclosures. In addition, certain compensation for mortgage brokers based on certain loan terms will be restricted.

• Require financial institutions to make a reasonable and good faith determination that borrowers have the ability to repay loans for which they apply. If a financial institution fails to make such a determination, a borrower can assert this failure as a defense to foreclosure.

• Require financial institutions to retain a specified percentage (5% or more) of certain non-traditional mortgage loans and other assets in the event that they seek to securitize such assets.

• Change the assessment base for federal deposit insurance from the amount of insured deposits to consolidated assets less tangible capital, eliminate the ceiling on the size of the Deposit Insurance Fund (“DIF”), and increase the floor on the size of the DIF, which generally will result in a decrease in the level of assessments for institutions with assets less than $10 billion.

• Make permanent the $250,000 limit for federal deposit insurance and provide unlimited federal deposit insurance for noninterest-bearing demand transaction accounts at all insured depository institutions.

• Implement corporate governance revisions, including with regard to executive compensation, say on pay votes, proxy access by shareholders, and clawback policies which apply to all public companies, not just financial institutions.

• Repeal the federal prohibitions on the payment of interest on demand deposits, thereby permitting depository institutions to pay interest on business transactions and other accounts.

• Amend the Electronic Funds Transfer Act (EFTA) to, among other things, give the Federal Reserve the authority to establish rules regarding interchange fees charged for electronic debit transactions by payment card issuers having assets over $10 billion and to enforce a new statutory requirement that such fees be reasonable and proportional to the actual cost of a transaction to the issuer.

• Apply the same leverage and risk-based capital requirements that apply to insured depository institutions and holding companies.

As noted above, the Dodd Frank Act requires that the federal regulatory agencies draft many new regulations which will implement the foregoing provisions as well as other provisions contained in the Dodd Frank Act, the ultimate impact of which will not be known for some time.

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The Sarbanes-Oxley Act of 2002 (The” SOX Act”)

The Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley Act”) represents a comprehensive revision of laws affecting corporate governance, accounting obligations and corporate reporting. The Sarbanes-Oxley Act is applicable to all companies with equity or debt securities registered under the Securities Exchange Act of 1934. In accordance with the requirements of Section 404(a) of the Sarbanes-Oxley Act, management’s report on internal controls is included herein at Item 9. The Dodd-Frank Act permanently exempts non-accelerated filers from the auditor attestation requirement of the Act.

UBS, in compliance with the Sarbanes-Oxley Act of 2002, has made the determination that the Audit Committee of UBS has a “financial expert” on the committee. This “financial expert” is William B. Moore an independent director of the Bank, who is not associated with the daily management of UBS. Mr. Moore understands financial statements and generally accepted accounting principles.

The Bank has a Code of Ethics for the Chief Executive Officer and Chief Financial Officer of the Bank in compliance with the Sarbanes-Oxley Act.

The Bank is subject to supervision, regulation and examination by the Pennsylvania Department of Banking and the FDIC. In addition, the Bank is subject to a variety of local, state and federal laws that affect its operation. Those laws and regulations which have material impact on the operations and expenses of the Bank and thus UBS are summarized below.

Branch Banking

The Pennsylvania Banking Code of 1965, the (“Banking Code”), has been amended to harmonize Pennsylvania law with federal law to enable Pennsylvania banking institutions, such as the Bank, to participate fully in interstate banking and to remove obstacles to out of state banks engaging in banking in Pennsylvania.

FDIC Membership Regulations

The FDIC (i) is empowered to issue consent or civil money penalty orders against the Bank or its executive officers, directors and/or principal shareholders based on violations of law or unsafe and unsound banking practices; (ii) is authorized to remove executive officers who have participated in such violations or unsound practices; (iii) has restricted lending by the Bank to its executive officers, directors, principal shareholders or related interests thereof; (iv) has restricted management personnel of the Bank from serving as directors or in other management positions with certain depository institutions whose assets exceed a specified amount or which have an office within a specified geographic area. Additionally, the Bank Control Act provides that no person may acquire control of the Bank unless the FDIC has been given 60-days prior written notice and within that time has not disapproved of the acquisition or extended the period for disapproval.

Federal Law also grants to the federal banking agencies the power to issue consent orders when a bank or bank holding company, or an officer or director thereof, is engaged in or is about to engage in unsafe and unsound practices.

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Regulatory Order

On April 25, 2018, the Bank entered into stipulations consenting to the issuance of amended and restated Consent Orders (the “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:

Requirement	Status as of December 31, 2021
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;	Board participation has been improved with attendance at board and committee meetings.
Have and retain qualified management, and notify the FDIC and the Department of any changes in the Bank’s board of directors or senior executive officers. Add two additional board members with banking experience.	New board members are being actively sought to join the board.
Complete audited financial statements for 2016, 2017, and 2018.	Management has completed 2017 and is actively working with its auditors to complete all audited financial statements for each year through 2021.
Formulate and implement a Restoration/Strategic Plan to increase profitability reduce expenses and improve operating performance and related ratios.	A three-year Restoration/Strategic Plan was prepared and submitted to regulators as required.
Develop and implement a Strategic Plan for each year during which the orders are in effect, to be revised annually;	A comprehensive Restoration/Strategic Plan was prepared and submitted to regulators as required.
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;	A capital plan with quarterly benchmarks was prepared and submitted to regulators as required. At December 31, 2021 the required ratios had been met.
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;	A classified asset reduction plan with benchmarks measured against capital was prepared and submitted as required. Benchmarks were met as of December 31, 2021.
Eliminate all assets classified as “Loss” at its current regulatory examination;	All assets classified as “Loss” have been eliminated.
Refrain from accepting any brokered deposits;	The Bank did not accept brokered deposits.
Refrain from paying cash dividends without prior approval of the FDIC and the Department;	The Bank did not pay cash dividends.
Prepare and submit quarterly reports to the FDIC and the Department detailing the actions taken to secure compliance with the orders.	Quarterly reports have been prepared and submitted as required.

The Orders will remain in effect until modified or terminated by the FDIC and the Department and do not restrict the Bank from transacting its normal banking business. The Bank will continue to serve its customers in all areas including making loans, establishing lines of credit, accepting deposits and processing banking transactions. Customer deposits remain fully insured to the highest limits set by the FDIC. The FDIC and the Department did not impose or recommend any monetary penalties in connection with the Consent Orders. 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 promptly comply with the Order.

At December 31, 2018 and 2017, the Bank’s tier one leverage capital ratio was 3.00% and 5.51%, respectively, and its total risk-based capital ratio was 6.34% and 10.11%, respectively. The tier one leverage ratio and the risk-based capital ratios decreased primarily because of the net loss recognized for the year ended December 31, 2018. Management developed a Capital Plan that focuses on curtailing losses to stop the erosion of capital and increasing capital from potential external equity investments. As discussed in Note 14 of the Consolidated Financial Statements, in 2021, the Bank’s capital ratios improved to meet the required provisions as a result of retained earnings.

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Management continues its efforts to increase capital by focusing on the following:

1.	Core Profitability from Bank operations—Core profitability is essential to stop the erosion of capital.
2.	External equity investments--In March 2017, September 2017, and May 2021 the Company received external investments of $675,000, $250,000, and $600,000, respectively, from other financial institutions.
3.	Performance grants--In April 2019, the Bank received a $2.5 million economic stimulus grant from the City of Philadelphia.
4.	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 grant revenue 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.
5.	In July 2021, the Bank received a grant totaling approximately $1.3 million from the U.S. Treasury Department’s Rapid Response Program that was designed to support CDFI Institutions from the economic impact of the COVID-19 pandemic.

As a result of the above actions, management believes that the Bank has and will continue to comply with the terms and conditions of the Orders and will continue to operate as an independent financial institution.

Federal Deposit Insurance Assessments

The Federal Deposit Insurance Corporation Act (the “FDIC Act”) includes several provisions that have a direct material impact on the Bank. The most significant of these provisions are discussed below.

The Bank is insured by the FDIC, which insures the Bank’s deposits up to applicable limits per insured depositor. For this protection, each insured bank pays a quarterly statutory insurance assessment and is subject to certain rules and regulations of the FDIC. The amount of FDIC assessments paid by individual insured depository institutions, such as the Bank, is based on their relative risk as measured by regulatory capital ratios and certain other factors. Under this system, in establishing the insurance premium assessment for each bank, the FDIC will take into consideration the probability that the deposit insurance fund will incur a loss with respect to an institution, and will charge an institution with perceived higher inherent risks a higher insurance premium. The FDIC will also consider the different categories and concentrations of assets and liabilities of the institution, the revenue needs of the deposit insurance fund, and any other factors the FDIC deems relevant. Increases in the assessment rate and additional special assessments with respect to insured deposits could have an adverse impact on the results of operations and capital levels of the Bank and/or UBS.

Under the FDIC’s risk-based assessment system, insured institutions are required to pay deposit insurance premiums based on the risk that each institution poses. An institution’s risk is measured by its regulatory capital levels, supervisory evaluations, and certain other factors. An institution’s assessment rate depends upon the risk category to which it is assigned. Pursuant to the Dodd Frank Act, the FDIC will calculate an institution’s assessment level based on its total average consolidated assets during the assessment period less average tangible equity (i.e. Tier 1 capital) as opposed to an institution’s deposit level which was the previous basis for calculating insurance assessments. Pursuant to the Dodd Frank Act, institutions will be placed into one of four risk categories for purposes of determining the institution’s actual assessment rate. The FDIC will determine the risk category based on the institution’s capital position (well capitalized, adequately capitalized, or undercapitalized) and supervisory condition (based on exam reports and related information provided by the institution’s primary federal regulator).

In connection with the Dodd Frank Act’s requirement that insurance assessments be based on assets, the FDIC issued the final rule that provides that assessments be based on an institution’s average consolidated assets (less average tangible equity) as opposed to its deposit level. The new assessment schedule, effective as of April 1, 2011, results in the collection of assessment revenue that is approximately revenue neutral compared to the prior method of calculating assessments. Pursuant to this new rule, the assessment base is larger than the prior assessment base, but the new rates are lower than prior rates, ranging from approximately 2.5 basis points to 45 basis points (depending on applicable adjustments for unsecured debt and brokered deposits) until such time as the FDIC’s reserve ratio equals 1.15%. Once the FDIC’s reserve ratio equals or exceeds 1.15%, the applicable assessment rates may range from 1.5 basis points to 40 basis points. There was no significant impact on the Company’s assessment as a result of this change in assessment base.

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The FDIC insurance premiums are “risk-based.” Accordingly, higher premiums would be charged to banks that have lower capital ratios or higher risk profiles. As a result, a decrease in the bank’s capital ratios, or a negative evaluation by the FDIC, the Bank’s primary federal banking regulator, may increase the Bank’s net funding cost and reduce its net income.

The FDIC may terminate the deposit insurance of any insured depository institution, including the Bank, if it determines after a hearing that the institution has engaged or is engaging in unsafe or unsound practices, is in an unsafe or unsound condition to continue operations, or has violated any applicable law, rule, regulation, order, or condition imposed by the FDIC. If insurance of accounts is terminated, the accounts at the institution at the time of the termination, less subsequent withdrawals, will continue to be insured for a period of six months to two years, as determined by the FDIC. There are no pending proceedings to terminate the FDIC deposit insurance of the Bank, and the management of the Bank does not know of any practice, condition, or violation that might lead to termination of deposit insurance.

The Community Reinvestment Act

The Bank is required, by the Community Reinvestment Act (“CRA”) and its implementing regulations, to meet the credit needs of the community, including the low and moderate-income neighborhoods, which it serves. The Bank’s CRA record is considered by the regulatory authorities in their evaluation of any application made by the Bank for, among other things, approval of a branch or other deposit facility, branch office relocation, a merger or an acquisition. The CRA also requires the federal banking agencies to make public disclosure of their evaluation of a bank’s record of meeting the credit needs of its entire community, including low and moderate-income neighborhoods. After its most recent CRA examination the Bank was given an “outstanding” CRA rating.

The Bank Secrecy Act

Under the Bank Secrecy Act (“BSA”), the Bank and other financial institutions are required to report to the Internal Revenue Service currency transactions, of more than $10,000 or multiple transactions of which the Bank has knowledge exceed $10,000 in the aggregate. The BSA also requires the Bank to file suspicious activity reports for transactions that involve more than $5,000 and which the Bank knows, suspects or has reason to suspect, involves illegal fund is designed to evade the requirements of the BSA or has no lawful purpose.

Civil and criminal penalties are provided under the BSA for failure to file a required report, for failure to supply information required by the BSA or for filing a false or fraudulent report.

Privacy of Consumer Financial Information

The FSA also contains provisions designed to protect the privacy of each consumer’s financial information held in a financial institution. The regulations (the “Regulations”) issued pursuant to the FSA are designed to prevent financial institutions, such as the Bank, from disclosing a consumer’s nonpublic personal information to third parties. However, financial institutions can share a consumer customer’s personal information or information about business with affiliated companies.

The FSA Regulations permit financial institutions to disclose nonpublic personal information to nonaffiliated third parties for marketing purposes but financial institutions must provide a description of their privacy policies to the consumers and give consumers an opportunity to opt-out of such disclosure and prevent disclosure by the financial institution of the consumer’s nonpublic personal information to nonaffiliated third parties. These privacy Regulations will affect how consumer information is transmitted through diversified financial companies and conveyed to outside vendors.

The Patriot Act

The Patriot Act of 2001 which was enacted in the wake of the September 11, 2001 attacks, include provisions designed to combat international money laundering and advance the U.S. government’s war against terrorism. The Patriot Act, and the regulations, which implement it, contains many obligations, which must be satisfied by financial institutions, such as the Bank, which include appropriate policies and procedures and controls to detect, prevent, and report money laundering and terrorist financing and to verify the identity of their customers all of which involve additional expenses for the Bank. Failure to comply with the Patriot Act could have serious legal and reputational consequences for a financial institution.

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ITEM 1A — RISK FACTORS

Below is a list of the significant risks that concern UBS, the Bank and the banking industry. The list should not be considered an all-inclusive list and has not been prepared in any certain order.

Failure to Comply with the FDIC and Pennsylvania Department of Banking Consent Orders

The Bank has entered into Consent Orders with the FDIC and the Department which, among other provisions, require the Bank to increase its tier one leverage capital ratio to 8.50% and its total risk-based capital ratio to 12.5%. As of December 31, 2018, the Bank’s tier one leverage capital ratio was 3.00% and its total risk-based capital ratio was 6.34%. See the Regulatory Orders section. The Bank’s failure to comply with the terms of the Consent Orders could result in additional regulatory supervision and/or actions.

Changes in the economy, especially in the Philadelphia region, could have an adverse effect on the Company

The business and earnings of the Bank and UBS are directly affected by general conditions in the U.S. and in particular, economic conditions in the Philadelphia region. These conditions include legislative and regulatory changes, inflation, and changes in government and monetary and fiscal policies, increases in unemployment rates, and declines in real estate values, all of which are beyond the Bank’s control. Weakness in the economy could result in a decrease in products and service demand, decrease in deposits and deterioration of customer credit quality, an increase in loan delinquencies, non-accrual loans and increases in problem assets. Real estate pledged as collateral for loans made by the Bank may decline in value, reducing the value of assets and collateral associated with the Bank’s existing loans. Because of the Bank’s concentration in the Philadelphia region, it is less able to respond or diversify credit risk among multiple markets. These factors could result in an increase in the provision for loan losses, thus reducing net income.

Future loan losses may exceed the Bank’s allowance for loan losses

The Bank and UBS are subject to credit risk, which is the risk of losing principal or interest due to borrowers’ failure to repay loans in accordance with their terms. The downturn in the economy and the real estate market in the Bank’s market area could have a negative effect on collateral values and borrowers’ ability to repay. This downturn in economic conditions could result in losses to UBS in excess of loan loss allowances. To the extent loans are not paid timely by borrowers, the loans are placed on non-accrual status, thereby reducing interest income. To the extent loan charge-offs exceed the Bank’s projections, increased amounts allocated to the provision for loan losses would reduce income.

Exposure to Credit Risk on Commercial Lending can Adversely Affect Earnings and Financial Condition

The Bank’s loan portfolio contains a significant number of commercial real estate and commercial and industrial loans. These loans may be viewed as having a higher credit risk than residential real estate or consumer loans because they usually involve larger loan balances to a single borrower and are more susceptible to a risk of a default during an economic down-turn. A deterioration of these loans may cause a significant increase in non-performing loans. An increase in non-performing loans could cause an increase in loan charge offs and a corresponding increase in the provision for loan losses which could adversely impact the Bank’s earning and financial condition.

Our operations are subject to interest rate risk and variations in interest rates may negatively affect financial performance

In addition to other factors, our earnings and cash flows are dependent upon our net interest income. Net interest income is the difference between interest income earned on interest-earning assets, such as loans and investment securities, and interest expense paid on interest-bearing liabilities, such as deposits and borrowed funds. Changes in the general level of interest rates may have an adverse effect on our business, financial condition, and results of operations. Interest rates are highly sensitive to many factors that are beyond our control, including general economic conditions and policies of various governmental and regulatory agencies and, in particular, the Federal Reserve Board. Changes in monetary policy, including changes in interest rates, influence the amount of interest income that we receive on loans and investment securities and the amount of interest that we pay on deposits and borrowed funds. Changes in monetary policy and interest rates also can adversely affect:

• our ability to originate loans and obtain deposits;

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• the fair value of our financial assets and liabilities; and

• the average duration of our investment securities portfolio.

If the interest rates paid on deposits and other borrowed funds increase at a faster rate than the interest rates received on loans and other investments, our net interest income, and therefore earnings, could be adversely affected. Earnings could also be adversely affected if the interest rates received on loans and other investments fall more quickly than the interest rates paid on deposits and other borrowed funds. Additionally, the fair value of the Bank’s loans held at fair value may be negatively impacted by changes in interest rates which could negatively impact earnings.

The fair value of loans held for sale and loans held at fair value may not be realizable

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 and the un-guaranteed portion is retain after that sale. The full amount of these loans is carried at fair value. For the guaranteed portion, valuation is determined using actual market bids for the specific loans held or for loan sales for similar assets in the marketplace that have occurred near the valuation date. Fair value of the unguaranteed portion is estimated based on the present value of future cash flows 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 which is based primarily on the risk spread to LIBOR spot curve. Accordingly the fair value determinations of these loans could be negatively impacted by changes in interest rates as well as volatility in prepayments and occurrences of default.

The Dodd-Frank Wall Street Reform and Consumer Protection Act may adversely impact our business

On July 21, 2010, President Obama signed into law the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) which provides for a broad range of financial reform and will result in a number of new regulations which could significantly impact regulatory compliance costs and the operations of community banks and bank holding companies. The Dodd-Frank Act, among other things, broadens the base for FDIC insurance assessments which may increase our FDIC insurance premiums; repeals the prohibition on a bank’s payment of interest on demand deposit accounts of commercial clients beginning one year after the date of enactment; and contains provisions affecting corporate governance and executive compensation for publicly traded companies. The Dodd-Frank Act also creates a new Bureau of Consumer Financial Protection with broad authority to develop and implement rules regarding most consumer financial products. Although many of the details of the Dodd-Frank Act and the full impact it will have on our business will not be known for many months or years in part because many of the provisions require the adoption of implementing rules and regulations, we expect compliance with the new law and its rules and regulations to result in additional costs, including increased compliance costs. These changes may also require us to invest significant management attention and resources to make any necessary changes to our operations in order to comply. These changes may adversely affect our business, financial condition and results of operations.

Government regulation can result in limitations on operations

The Bank operates in a highly regulated environment and is subject to supervision and regulation by a number of governmental regulatory agencies. Regulations adopted by these agencies are generally intended to provide protection for depositors and customers rather than for the benefit of the shareholders. These regulations establish permissible activities for the Bank to engage in, require maintenance of adequate capital levels, and regulate other aspects of operations. The laws and regulations applicable to the banking industry could change at any time, and we cannot predict the effect of these changes on the Bank’s business and profitability. A return of recessionary conditions may create the potential for increased regulation, new federal or state laws and regulations regarding lending and funding practices and liquidity standards that could negatively impact the Bank’s operations by restricting the Bank’s business operations, increase the cost of compliance and adversely affect profitability. Losses from operations may result in deterioration of the Bank’s capital levels below required levels and could result in severe regulatory action.

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The financial services industry is very competitive

The Bank faces competition in attracting and retaining deposits, making loans, and providing other financial services throughout the Bank’s market area. The Bank’s competitors include other community banks, larger banking institutions, trust companies and a wide range of other financial institutions such as credit unions, government-sponsored enterprises, mutual fund companies, insurance companies and other non-bank businesses. Many of these competitors have substantially greater resources, including access to capital markets, than the Bank and are able to expend greater funds for advertising and marketing. If the Bank is unable to compete effectively, the Bank will lose market share and income from deposits, loans, and other products may be reduced.

Higher FDIC assessments could negatively impact profitability

The FDIC insurance premiums are “risk-based.” Accordingly, higher premiums would be charged to banks that have lower capital ratios or higher risk profiles. As a result, a decrease in the Bank’s capital ratios, or a negative evaluation by the FDIC, the Bank’s primary federal banking regulator, may increase the Bank’s net funding cost and reduce its earnings.

Inadequate liquidity

The Bank may not be able to meet the cash flow requirements of its customers who may be either depositors wanting to withdraw funds or borrowers needing assurance that sufficient funds will be available to meet their credit needs. While the Bank actively manages its liquidity position and is required to maintain minimum levels of liquid assets, rapid loan growth or unexpected deposit attrition may negatively impact the Bank’s ability to meet its liquidity requirements. The inability to increase deposits to fund asset growth represents a potential liquidity risk. The Bank may need to reduce earning asset growth through the reduction of current production, sale of assets and/or the participating out of future and current loans. This might reduce future earnings of the Bank.

Ability to attract and retain management and key personnel may affect future growth and earnings

The success of UBS and the Bank will be influenced by its ability to attract and retain management experienced in banking and financial services and familiar with the communities in the Bank’s market areas. The Bank’s ability to retain executive officers, management team, and support staff is important to the successful implementation of the Bank’s strategic plan. It is critical, as the Bank grows, to be able to attract and retain qualified staff with the appropriate level of experience and knowledge in community banking. The unexpected loss of services of key personnel, or the inability to recruit and retain qualified personnel in the future could have an adverse effect on the Bank’s business, financial condition, and results of operations.

The ability to maintain adequate levels of capital to meet regulatory minimums and support growth

The Bank and UBS may not be able to maintain the requisite minimum regulatory capital levels to support asset growth. While management may seek additional capital through available government programs, unforeseen economic events may negatively impact the Bank’s and UBS’ profitability and result in erosion of capital. This might restrict growth and reduce future earnings of the Company.

The soundness of other financial services institutions may adversely affect UBS and the Bank.

Routine funding transactions may be adversely affected by the actions and soundness of other financial institutions. Financial service institutions are interrelated as a result of trading, clearing, lending, borrowing or other relationships. As a result, a rumor, default or failures within the financial services industry could lead to market wide liquidity problems which, in turn, could materially impact the financial condition of UBS and the Bank.

Our information systems may experience an interruption or breach in security that could impact our operational capabilities.

We rely heavily on communications and information systems to conduct our business. Any failure, interruption, or breach in security of these systems could result in failures or disruptions in our client relationship management, general ledger, deposit, loan, and other systems. While we have policies and procedures designed to prevent or limit the effect of the failure, interruption, or security breach of our information systems, there can be no assurance that any such failures, interruptions, or security breaches will not occur or, if they do occur, that they will be adequately addressed. The occurrences of any failures, interruptions, or security breaches of our information systems could damage our reputation, result in a loss of client business, subject us to additional regulatory scrutiny, or expose us to civil litigation and possible financial liability, any of which could have a material adverse effect on our financial condition and results of operations.

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Additional risk factors also include the following all of which may reduce revenues and/or increase expenses and/or pull the Bank’s management attention away from core banking operations which may ultimately reduce the Bank’s earnings

• New developments in the banking industry

• Variations in quarterly or annual operating results

• Revision of or the issuance of additional regulatory actions affecting UBS or the Bank

• Litigation involving UBS or the Bank

• Changes in accounting policies or procedures

Investments in UBS common shares involve risk. There is no trading market for UBS’ common shares.

ITEM B — UNRESOLVED STAFF COMMENTS

There were no unresolved staff comments.

ITEM 2 — PROPERTIES

All of the Bank’s properties are in good operating condition and are adequate for the Bank’s present needs.

Corporate Headquarters

The Bank’s corporate office is located in The Graham Building, 30 S. 15^th Street, Suite 1200, Center City Philadelphia. The Graham building is located in the heart of the Philadelphia business district, directly across from City Hall. The Bank occupies approximately 10,000 square feet on the 12th Floor, including executive offices, operations, finance, human resource, and security and loss prevention functions. The average monthly lease rate over the term of the lease is $16,300.

Co-terminous with this lease, the Bank also leases retail space on the ground level of the Graham Building in which it operates a retail branch and an ATM. The Bank’s average aggregate gross monthly rental is approximately $7,300.

The retail branch and corporate office in the Graham building is located in Philadelphia’s central business district close to City government. There is significant development in and around the location of this building including the recently completed Dilworth Park at City Hall. Management believes that this presence in Center City Philadelphia is consistent with the Bank’s strategic focus on business banking. Beginning in April 2020, this branch was temporarily closed due to shut-downs resulting from the pandemic. A reopening date has not been determined.

Progress Plaza Branch

The Bank leases a branch facility located at 1501 North Broad Street, Philadelphia, Pennsylvania. The Progress Plaza branch is a very active branch with the largest number of customers seeking service on a daily basis. This area of North Philadelphia is an important area for the Bank and its mission. The facility is comprised of teller and customer service areas, lobby and vault. The average aggregate monthly rental for this facility is $6,180 per month. This branch remained open during the pandemic to service the Bank’s retail customers.

Mt. Airy Branch

The Bank leases a branch at 1620 Wadsworth Avenue, in the Mt. Airy section of Philadelphia. This facility is located in a densely populated residential neighborhood and in close proximity to small businesses/retail stores. In January 2010, this lease was renewed for ten (10) years. This facility, comprising a retail banking lobby, teller area, offices, and vault and storage space is currently leased at a monthly rental of approximately $6,700 plus real estate taxes and common area maintenance expenses. Effective October 19, 2018, the Bank closed this branch as a result of a decline in foot traffic and deposit levels over the past several years. Although closed, the Bank remained responsible for the monthly lease expense through expiration in December 2019.

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ATM Network

To enhance its accessibility and generate fee income, United Bank of Philadelphia currently operates 13 automated teller machines (ATMs)—2 at branch locations and 12 in remote locations. ATM fees decreased during the year ended December 31, 2018 compared to the same period in 2017. The decrease in ATM fees is due to reduced usage as consumers continue to move to electronic payment methods utilizing debit and credit cards versus cash.

Management will continue to review the profitability of each machine in the network and relocate machines, when appropriate, to maximize profitability and to minimize service costs. Where appropriate, non-customer surcharge fees will be increased to enhance income. In addition, sites for placement of additional machines will be sought where there is high volume “captive audience” potential.

ITEM 3 — LEGAL PROCEEDINGS

From time to time, the Bank is a defendant in certain claims and legal actions arising in the ordinary course of business. In the opinion of management, after consultation with legal counsel, the ultimate disposition of these matters is not expected to have a material adverse effect on the consolidated financial condition of the Company.

ITEM 4 – MINE SAFETY DISCLOSURES

Not applicable.

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PART II

ITEM 5 — MARKET FOR THE REGISTRANT’S COMMON EQUITY,

RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Common Stock

UBS’ Common Stock is not traded on any national exchange or otherwise traded in any recognizable market. There is no established public trading market for UBS’ common stock. Prior to December 31, 1993, the Bank conducted a limited offering (the “Offering”) pursuant to a registration exemption provided in Section 3(a) (2) of the Securities Exchange Act of 1933. The price-per-share during the Offering was $12.00. Prior to the Offering, the Bank conducted an initial offering of the Common Stock (the “Initial Offering”) at $10.00 per share pursuant to the same registration exemption.

There were no common stock transactions during 2018.

As of July 18, 2022 there were 3,128 shareholders of record of UBS’ voting Common Stock.

Preferred Stock

During 2017, the Company sold 1,850 shares of Series B Preferred Stock at $500 per share, with a par value of $0.01 per share. There were no preferred stock transactions during 2018.

Subsequent Transactions

On May 21, 2021, the “Company”) issued 16,129 shares of the Company’s voting common stock (the “Common Stock”) and 1,100 shares of a new series of its preferred stock designated as Series C Perpetual Non-Cumulative Non-Convertible Preferred Stock with a stated value of $500 per share (the “Series C Preferred Stock”) to Citicorp Banking Corporation for an aggregate purchase price of $600,000. The issuance was completed in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933. No underwriters were involved in the transaction.

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Dividend Restrictions

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

Under the Federal Reserve Act, if a bank has sustained losses equal to or exceeding its undivided profits then on hand, no dividend shall be paid, and no dividends can ever be paid in an amount greater than such bank’s net profits less losses and bad debts. Cash dividends must be approved by the Federal Reserve Board if the total of all cash dividends declared by a bank in any calendar year, including the proposed cash dividend, exceeds the total of the Bank’s net profits for that year plus its retained net profits from the preceding two years less any required transfers to surplus or to a fund for the retirement of preferred stock. Under the Federal Reserve Act, the Federal Reserve Board has the power to prohibit the payment of cash dividends by a bank if it determines that such a payment would be an unsafe or unsound banking practice. As a result of these laws and regulations, the Bank, and therefore UBS, whose only source of income is dividends from the Bank, will be unable to pay any dividends while an accumulated deficit exists. UBS does not anticipate that dividends will be paid for the foreseeable future.

Securities Authorized for Issuance Under Equity Compensation Plans

There were no equity compensation instruments outstanding at December 31, 2018.

The information below has been derived from UBS’ consolidated financial statements.

ITEM 6 — SELECTED FINANCIAL DATA

Selected Financial Data

(Dollars in thousands, except per share data)	2018			2017			2016			2015			2014			2013
Net interest income	$	2,601		$	2,469		$	2,521		$	2,518		$	2,857		$	2,815
Provision (credit) for loan losses		317			(82	)		(69	)		(68	)		162			75
Noninterest income		508			1,491			1,923			1,397			1,377			1,407
Noninterest expense		4,278			4,362			4,489			4,478			4,416			4,816
Net income (loss)		(1,486	)		(319	)		25			(495	)		(343	)		(669	)
Net income (loss) per share – basic		(1.80	)		(0.39	)		0.03			(0.57	)		(0.32	)		(0.63	)
Net income (loss) per share – diluted		(1.80	)		(0.39	)		0.03			(0.57	)		(0.32	)		(0.63	)
Balance sheet totals:
Total assets	$	50,195		$	59,009		$	53,612		$	58,984		$	60,464		$	60,751
Net loans		20,265			25,546			26,535			33,101			40,127			41,424
Investment securities		4,581			5,145			5,578			7,572			8,540			9,580
Deposits		48,272			55,455			50,642			55,962			56,962			57,110
Shareholders’ equity		1,760			3,281			2,660			2,680			3,181			3,210
Ratios:
Tier 1 Leverage ratio		3.08	%		5.58	%		4.82	%		4.57	%		5.18	%		5.67	%
Equity to assets ratio		3.51	%		5.56	%		4.96	%		4.54	%		5.13	%		6.50	%
Return on average assets		(2.63	)%		(0.56	)%		0.05	%		(0.83	)%		(0.57	)%		(1.06	)%
Return on average equity		(51.05	)%		(9.79	)%		0.23	%		(15.20	)%		(11.05	)%		(16.26	)%

ITEM 7 — MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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

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Critical Accounting Policies

Allowance for Loan Losses

The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses. Loans that are determined to be uncollectible are charged against the allowance, and subsequent recoveries, if any, are credited to the allowance. When evaluating the adequacy of the allowance, an assessment of the loan portfolio will typically include changes in the composition and volume of the loan portfolio, overall portfolio quality and past loss experience, review of specific problem loans, current economic conditions which may affect borrowers’ ability to repay, and other factors which may warrant current recognition. Such periodic assessments may, in management’s judgment, require the Bank to recognize additions or reductions to the allowance.

Various regulatory agencies periodically review the adequacy of the Bank’s allowance for loan losses as an integral part of their examination process. Such agencies may require the Bank to recognize additions or reductions to the allowance based on their evaluation of information available to them at the time of their examination. It is reasonably possible that the above factors may change significantly and, therefore, affect management’s determination of the allowance for loan losses in the near term.

A loan is considered impaired when, based on current information and events, it is probable that the Bank will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed.

Impairment is measured on a loan by loan basis for commercial loans by either the present value of expected future cash flows discounted at the loans effective interest rate, the loan’s obtainable market price, or the fair value of the collateral if the loan is collateral dependent. Large groups of smaller balance homogeneous loans are collectively evaluated for impairment. Accordingly, the Bank does not separately identify individual consumer and residential loans for impairment disclosures. (Refer to Note 1 and Note 4 of the Notes to the Consolidated Financial Statements.)

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 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. (Refer to Note 1 and Note 11 of the Notes to the Consolidated Financial Statements.)

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 cash flows 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. (Refer to Note 1 and Note 11 of the Notes to the Consolidated Financial Statements.)

Executive Brief

United Bank of Philadelphia is the only African American-owned and controlled community development financial institution headquartered in Philadelphia. Management continues to seek to maximize the Bank’s “community bank” competitive advantage by leveraging its strategic partnerships and relationships to increase market penetration and to help ensure that the communities it serves have full access to financial products and services.

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The Company reported a net loss of approximately $1,486,000 ($1.80 per common share) for the year ended December 31, 2018 compared to a net loss of approximately $319,000 ($0.39 per common share) for the year ended December 31, 2017. In 2018, the increase in the net loss is primarily related to a decrease in the fair value of SBA loans, a decrease in gain on sale of loans and an increase in the provision for loan losses because of asset quality deterioration. 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 and improvement in asset quality. The following actions are crucial to enhancing the Company’s future financial performance:

Increase Capital. The critical importance of establishing and maintaining capital levels to support the Bank’s risk profile and growth is understood; however, capital declined as a result of operating losses. A concentrated effort will be made to stabilize and strengthen the Bank’s capital by the following:

· Core Profitability from Bank operations—Core profitability is essential to stop the erosion of capital. Refer to the Earnings Enhancement discussion below.

· External equity investments— Utilizing a CRA platform, instead of seeking one large investor, the Board will continue to solicit a number of smaller investments from institutional and individual investors. During 2017, the Company received external investments of $925,000 from other financial institutions through issuance of Series B Preferred Stock. In May 2021, the Company received an external investment of $600,000 from another financial institution from the issuance of a combination of Common voting and Series C Preferred Stock.

· Performance grants---Management has developed a performance grant strategy to attract funding based on economic impact and job creation/retention. The goal is to obtain grant funding from local entities that are seeking a “return on impact”. In April 2019, the Bank received a $2.5 million economic stimulus grant from the City of Philadelphia.

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 grant revenue 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.

In July 2021, the Bank received a Rapid Response grant from the U.S. Department of Treasury totaling approximately $1.3 million to provide support related to the economic impact of the COVID-19 pandemic on the Bank and its small business customers.

Manage asset quality to minimize credit losses and reduce collection costs. There was deterioration in asset quality during 2018 that resulted in charge-offs and significant fair value write-downs related to defaulted SBA loans. Management will seek to make further progress by adhering to its underwriting standards as well as good customer relationship management practices. In addition, proactive monitoring of the loan portfolio is essential to the identification of emerging problem credits and is performed during Asset Quality Committee meetings. Forbearance, foreclosure and/or other appropriate collection methods will be used as necessary and may result in increased loan and collection expense.

Earnings enhancement plan. Management seeks to increase noninterest income and reduce noninterest expense to achieve core earnings. The primary strategy will continue to focus on increasing SBA loan originations and selling the guaranteed portion in the secondary market for a gain. Although noninterest income utilizing this strategy declined from approximately $387,000 during 2017 to $366,000 during 2018, management will continue to target SBA loans that can be fully funded at closing to avoid lengthy construction delays that extend the secondary market eligibility and recognition of income.

Total noninterest expense decreased slightly during 2018 compared to 2017. While expense reductions were achieved in personnel, occupancy, and office operations, expenses related to professional services and data processing increased. Management will seek additional expense reductions, where possible, including in professional services and data processing and other bank operating costs.

Another challenge to increased earnings is the restriction on asset growth because of the Bank’s capital levels; however, the Bank’s net interest margin has remained a significant strength at 4.78%. The low cost of funds was the primary contributing factor. Management will continue to balance asset growth with capital adequacy requirements.

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Results of Operations

In 2018, the Company recorded a net loss of approximately $1,486,000 ($1.80 per share) compared to a net loss of approximately $319,000 ($0.39 per share) in 2017. A detailed explanation for each component of earnings is included in the sections below.

Table 1—Average Balances, Rates, and Interest Income and Expense Summary

	2018								2017								2016
	Average					Yield/			Average					Yield/			Average					Yield/
(Dollars in thousands)	Balance			Interest		Rate			Balance			Interest		Rate			Balance			Interest		Rate
Assets:
Interest-earning assets:
Loans	$	40,056		$	2,380		5.94	%	$	39,418		$	2,314		5.87	%	$	39,538		$	2,403		6.08	%
Investment securities		5,025			115		2.29			5,451			122		2.24			6,828			152		2.23
Interest-bearing deposits with other banks		1,715			50		2.90			311			1		0.32			311			1		0.32
Federal funds sold		7,579			134		1.77			9,407			104		1.11			6,494			31		0.48
Total interest-earning assets		54,375			2,679		4.93			54,587			2,541		4.65			53,171			2,587		4.87
Noninterest-earning assets:
Cash and due from banks		1,790								1,914								1,291
Premises and equipment, net		226								316								451
Other assets		377								910								1,235
Less allowance for loan losses		(199	)							(252	)							(377	)
Total	$	56,569							$	57,475							$	55,771
Liabilities and shareholders’ equity:
Interest-bearing liabilities:
Demand deposits	$	14,565		$	26		0.18	%	$	14,539		$	26		0.18	%	$	13,297		$	24		0.18	%
Savings deposits		11,223			6		0.05			11,790			6		0.05			11,590			6		0.05
Time deposits		8,863			46		0.52			9,208			40		0.43			11,724			36		0.31
Total interest-bearing liabilities		34,651			78		0.23			35,537			72		0.20			36,611			66		0.18
Noninterest-bearing liabilities:
Demand deposits		18,845								18,421								16,105
Other		163								255								225
Shareholders’ equity		2,910								3,262								2,830
Total	$	56,569							$	57,475							$	55,771
Net interest income				$	2,601							$	2,469							$	2,521
Spread							4.70	%							4.45	%							4.69	%
Net yield on interest-earning assets							4.78	%							4.52	%							4.74	%

For purposes of computing the average balance, loans are not reduced for nonperforming loans. Loan fee income is included in interest income on loans but is not considered material.

Net Interest Income

Net interest income is an effective measure of how well management has balanced the Bank’s interest rate-sensitive assets and liabilities. Net interest income, the difference between (a) interest and fees on interest-earning assets and (b) interest paid on interest-bearing liabilities, is a significant component of the Bank’s earnings. Changes in net interest income result primarily from increases or decreases in the average balances of interest-earning assets, the availability of particular sources of funds and changes in prevailing interest rates.

Net interest income totaled approximately $2,601,000 in 2018 and approximately $2,469,000 in 2017, an increase of approximately $132,000, or 5.4%.

Table 2—Rate-Volume Analysis of Changes in Net Interest Income

	2018 compared to 2017								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	$	38		$	28	$	66		$	(7	)	$	(83	)	$	(90	)
Investment securities		(9	)		2		(7	)		(31	)		1			(30	)
Interest-bearing deposits with other banks		18			31		49			-			-			-
Federal funds sold		(23	)		53		30			9			64			73
Total Interest-earning assets		24			114		138			(29	)		(18	)		(47	)
Interest paid on:
Demand deposits		-			-		-			2			-			2
Savings deposits		-			-		-			-			-			-
Time deposits		(2	)		8		6			(7	)		10			3
Total interest-bearing liabilities		(2	)		8		6			(5	)		10			5
Net interest income	$	26		$	106	$	132		$	(24	)	$	(28	)	$	(52	)

Changes in interest income or expense not arising solely as a result of volume or rate variances are allocated to volume variances due to the interest sensitivity of consolidated assets and liabilities.

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During 2018, there was an increase in net interest income of approximately $132,000. This was comprised of an increase due to volume of approximately $26,000 and an increase of approximately $106,000 due to changes in rates. During 2017, there was a decrease in net interest income of approximately $52,000. This was comprised of a decrease due to volume of approximately $24,000 and a decrease of approximately $28,000 due to changes in rates.

Average interest earning assets were relatively unchanged for 2018 compared to 2017; however, the net interest margin of the Bank increased from 4.52% for 2017 to 4.78% for 2018. This increase is primarily related to an increase in the yields on all interest earning assets in 2018 when compared to 2017 due to the rising interest rate environment. In addition, the Bank shifted approximately $3 million from Federal Funds Sold to a higher yielding promontory account with another financial institution. The cost of interest-bearing liabilities was relatively unchanged at 23 basis points compared to 20 basis points as the Bank’s deposits are generally not rate-sensitive.

Provision for Loan Losses

The provision for loan losses is based on management’s estimate of the amount needed to maintain an adequate allowance for loan losses. This estimate is based on the review of the loan portfolio, the level of net loan losses, past loan loss experience, the general economic outlook and other factors management feels are appropriate.

The provision for loan losses in 2018 was $317,000 compared to a credit or negative provision for loan losses of $82,000 in 2017. The Bank’s provision is based on a review and analysis of the loan portfolio, and is therefore subject to fluctuation based on qualitative factors like delinquency trends, charge-offs, economic conditions, concentrations, etc. Management monitors its credit quality closely by working with borrowers in an effort to identify and control credit risk. Systematic provisions are made to the allowance for loan losses to cover incurred loan losses in the portfolio. During 2018, there was an increase in impaired loans for which specific reserves were required. The credit or negative provisions in 2017 was primarily related to lower loan originations, loan payoff activity as well as a reduction in net charge-offs and related historical loss factors. In addition, loans held for sale and held at fair value are excluded from the allowance calculation as credit risk is a component of the fair value calculation and related discount on the unguaranteed portion that is retained in the Bank’s loan portfolio. 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.

Noninterest Income

Noninterest income decreased approximately $983,000, or 65.94%, compared to 2017. Of this total, approximately $975,000 is attributable to a decrease in the income recognized on the fair value of financial instruments for the year ended December 31, 2018 compared to the same period in 2017. This decline was primarily related to decreased SBA loan origination volume and fair value write-downs because of an increased level of SBA loan defaults. The amount of 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.

In conjunction with its SBA loan origination strategy, the Bank recognized income of approximately $366,000 and $387,000, respectively, in 2018 and 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. Management plans to develop growth strategies to increase its SBA loan volume and related income to enhance and stabilize earnings. In 2018, the gains realized on the sale of these loans were offset by fair value write-downs totaling approximately $637,000 related to defaulted SBA loans. In 2017, there were approximately $338,000 in fair value write-ups related to unsold SBA loans.

During 2018, surcharge income on the Bank’s ATM network decreased approximately $18,000, or 15.38%, compared to 2017. ATM usage has declined as consumers continue to move to electronic payment methods utilizing debit and credit cards versus cash. Management continues to seek to place machines in high volume locations where cash is required. The customer service fee component of noninterest income increased approximately $12,000, or 3.05%, compared to 2017 primarily as a result of an increase in overdraft fees.

Since 2002, the Bank has served as arranger/agent for loan syndications for two major corporations throughout the country. In this capacity, the Bank arranges back-up lines/letters of credit with other minority banks for which it receives agent/administrative fees. In 2018 and 2017, these fees totaled approximately $150,000 and $154,000, respectively. Fees on these facilities are received annually for the arranging and administration of the credit facilities.

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Other income increased approximately $35,000, or 36.40%, in 2018 compared to 2017. The increase is primarily related to the recovery of prior period loan collection expenses on defaulted loans.

Noninterest Expense

Noninterest expense decreased approximately $84,000, or 1.92%, in 2018 compared to 2017. The decline was primarily concentrated in personnel, office operations, loan collection cost, other real estate owned expenses and occupancy expenses.

Salaries and benefits decreased approximately $43,000, or 2.73%, in 2018 compared to 2017 as a result of natural attrition including retirement and other turnover without replacement.

Occupancy and equipment expense decreased approximately $23,000, or 2.29%, in 2018 compared to 2017 as a result of the closure of the Bank’s Mount Airy branch in October 2018. While the Bank’s lease did not expire until December 2019, there were cost savings related to utilities, repairs and maintenance and other costs related to building occupancy.

Office operations and supplies expense decreased approximately $70,000, or 21.48%, in 2018 compared to 2017 primarily because of a reduction in stationary and supplies due to a concerted effort to reduce printing and copying by saving and sharing documents digitally. Also, during 2017, the Bank upgraded the branch teller platform which resulted in the need for fewer forms.

Marketing and public relations expense increased approximately $6,000, or 26.99%, in 2018 compared to 2017 due to marketing efforts made to increase the visibility of the Bank and its SBA loan products.

Professional services expense increased approximately $25,000, or 13.41%, in 2018 compared to 2017 because of the engagement of new external auditors in February 2018.

Data processing expenses are a result of management’s decision to outsource a majority of its data processing operations to third party processors. Such expenses are reflective of the high level of accounts being serviced for which the Bank is charged a per account charge by processors. The Bank experiences a higher level of data processing expenses relative to its peer group because of the nature of its deposit base--low average balance and high transaction volume. In addition, the Bank uses outside loan servicing companies to service its mortgage, credit card, and student loan portfolios. To better serve its customers, the Bank also has an ATM network larger than its peer group for which it pays processing fees. Data processing expenses increased approximately $14,000, or 3.48%, in 2018 compared to 2017 because of annual contractual price escalations related to the Bank’s core processor.

Loan and collection expenses increased approximately $2,000, or 1.03%, in 2018 compared to 2017 as a result of expenses related to non-performing loans.

Other real estate expense decreased approximately $32,000, or 40.13%, in 2018 compared to 2017 primarily as the result of lower balances carried in the other real estate portfolio, which declined by approximately $235,000 from approximately $626,000 at December 31, 2017 to approximately $392,000 at December 31, 2018 after the successful liquidation of several properties.

Federal deposit insurance premiums increased approximately $1,000, or 1.08%, in 2018 compared to 2017. Assessments are based on many factors including the Bank’s deposit size and composition and its current regulatory ratings.

All other expenses are reflective of the general cost to do business and compete in the current regulatory environment and maintain adequate insurance coverage.

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FINANCIAL CONDITION

Sources and Uses of Funds

The Bank’s financial condition can be evaluated in terms of trends in its sources and uses of funds. The comparison of average balances in Table 3 below indicates how the Bank has managed these elements. Average funding uses were relatively unchanged at approximately $54,375,000 in 2018 compared to approximately $54,587,000 in 2017.

Table 3—Sources and Use of Funds Trends

	2018								2017
			Increase								Increase
	Average		(decrease)						Average		(decrease)
(Dollars in thousands)	Balance		amount			Percent			Balance		amount			Percent
Funding uses:
Loans	$	40,056	$	638			1.62	%	$	39,418	$	(120	)		(0.30	)%
Investment securities		5,025		(426	)		(7.82	)		5,451		(1,377	)		(20.17	)
Interest-bearing balances with other banks		1,715		1,404			451.45			311		-			-
Federal funds sold		7,579		(1,828	)		(19.43	)		9,407		2,913			44.86
Total uses	$	54,375	$	(212	)		(0.39	)	$	54,587	$	1,416			2.66
Funding sources:
Demand deposits:
Noninterest-bearing	$	18,845	$	424			2.30	%	$	18,421	$	2,316			14.38	%
Interest-bearing		14,565		26			0.18			14,539		1,242			9.34
Savings deposits		11,223		(567	)		(4.81	)		11,790		200			1.73
Time deposits		8,863		(345	)		(3.75	)		9,208		(2,516	)		(21.46	)
Total sources	$	53,496	$	(462	)		(0.86	)	$	53,958	$	1,242			2.36

Investment Securities and Other Short-Term Investments

The Bank’s investment portfolio is classified as available-for-sale. Investments classified as available-for-sale are those investments the Bank intends to hold for an indefinite amount of time, but not necessarily to maturity, and are carried at fair value, with the unrealized holding gains and losses reported as a component of shareholders’ equity on the balance sheet.

Average investment securities decreased approximately $426,000, or 7.82% in 2018 compared to 2017. The decrease is primarily related to monthly paydowns in the mortgage-backed security portfolio.

The yield on the investment portfolio improved to 2.40% for the year ended December 31, 2018 compared to 2.24% for the year ended December 31, 2017. As reflected in Table 4 below, the duration of the portfolio shortened to 5.00 years at December 31, 2018 compared to 5.39 years at December 31, 2017.

At December 31, 2018, 50% of the investment portfolio consisted of callable agency securities for which there was no call activity during the year because of the continued low interest rate environment. Approximately 50% of the portfolio consists of GSE mortgage-backed pass-through securities. The payments of principal and interest on these pools of GSE loans are guaranteed by these entities that bear the risk of default. The Bank’s risk is prepayment risk when defaults accelerate the repayment activity. These loans have longer-term contractual maturities but are sometimes paid off/down before maturity or have repricing characteristics that occur before final maturity. 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.

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Table 4—Analysis of Investment Securities

	Within one year			After one but within five years					After five but within ten years					After ten years
(Dollars in thousands)	Amount		Yield	Amount		Yield			Amount		Yield			Amount		Yield	Total
Other government securities	$	-	-%	$	500		1.69	%	$	1,849		2.03	%	$	-	-%	$	2,349
Mortgage-backed securities																		2,349
Total securities																	$	4,698
Average maturity																	5.0 years

The above table sets forth the maturities of investment securities at December 31, 2018 and the weighted average yields of such securities (calculated on the basis of the cost and effective yields weighted for the scheduled maturity of each security).

Loans

Average loans, including loans held-for-sale, increased approximately $638,000, or 1.62%, in 2018 compared to 2017. New loan originations were partially offset by paydowns and sales because of the Bank’s SBA originate/sell strategy that allows funding to revolve. There continue to be a significant number of small businesses in the region that fall below minimum business loan levels of the money center banks in the region 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, community development organizations, SBA brokers, and other centers of influence to build loan volume.

The Bank’s consumer and residential mortgage loan portfolios continue to decline as a result of residential mortgages and home equity repayment activity. 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.

As reflected in Table 5 below, the Bank’s loan portfolio is concentrated in commercial loans that comprise approximately $18.6 million, or 90.5%, of total loans at December 31, 2018. Approximately $16.2 million of these loans are secured by owner occupied commercial real estate that may serve to minimize the risk of loss. The Bank continues to have a strong niche in lending to religious organizations, including construction loans, for which total loans at December 31, 2018 were approximately $7.3 million, or 42.4%, of the commercial real estate portfolio. Management closely monitors this concentration to proactively identify and manage credit risk in light of the somewhat high level of unemployment that may impact the tithes and offerings that provide cash flow for repayment. Further balance in concentrations will be sought through increased small business loan originations.

As reflected in Table 6 below, approximately $4.3 million of the Bank’s loan portfolio has scheduled maturities or repricing in five years or more. This position is largely a result of the increase in the SBA commercial real estate portfolio for which the loans typically have twenty-five-year terms but are variable rate. While scheduled maturities exceed five years, the actual duration of the portfolio may be much shorter because of changes in market conditions and refinancing activity.

Table 5—Loans Outstanding, Net of Unearned Income

	December 31,
(Dollars in thousands)	2018		2017		2016		2015		2014
Commercial and industrial	$	1,487	$	1,798	$	2,149	$	3,062	$	4,635
Commercial real estate		17,096		21,389		21,488		26,414		31,556
Residential mortgage loans		1,226		1,071		1,414		1,924		2,228
Consumer loans		734		1,467		1,784		2,119		2,442
Total loans	$	20,543	$	25,725	$	26,835	$	33,519	$	40,861

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Table 6—Loan Maturities and Repricing
(Dollars in thousands)	Within  one year		After one but  within five years		After  five years		Total
Commercial and industrial	$	947	$	86	$	512	$	1,545
Commercial real estate		10,021		4,157		2,860		17,038
Consumer real estate		141		143		942		1,226
Consumer loans		734		-		-		734
Total loans	$	11,843	$	4,386	$	4,314	$	20,543
Loans maturing after one year with:
Fixed interest rates	$	2,865
Variable interest rates	$	5,835

Nonperforming Loans

Table 7 reflects the Bank’s nonperforming and restructured loans for the last five years. The Bank generally determines a loan to be “nonperforming” when interest or principal is past due 90 days or more. The loan is also placed on nonaccrual status at that time. If it otherwise appears doubtful that the loan will be repaid, management may consider the loan to be nonperforming before the lapse of 90 days. The Bank’s policy is to charge off unsecured loans after 90 days past due. Interest on nonperforming loans ceases to accrue except for loans that are well collateralized and in the process of collection. When a loan is placed on nonaccrual, previously accrued and unpaid interest is generally reversed out of income.

Table 7—Nonperforming Loans

(Dollars in thousands)	2018		2017		2016		2015		2014
Nonaccrual loans	$	1,661	$	1,616	$	2,087	$	3,003	$	2,481
Impaired loans		1,437		1,277		2,083		2,515		2,005
Loans past due 90 days and still accruing		252		387		631		293		171
Interest income on nonaccrual loans included in net income for the year		77		40		38		17		21
Interest income that would have been recorded under original terms		140		111		156		154		152
Interest income recognized on impaired loans		2		40		26		17		7

At December 31, 2018, nonaccrual loans totaled approximately $1661,000 compared to approximately $1,616,000 at December 31, 2017. The increase in nonaccrual loans is attributable primarily to an increase in commercial nonaccrual loans of approximately $69,000. 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. A significant portion of the Bank’s nonaccrual loans have real estate collateral that may help to mitigate potential losses. Management continues to actively work with these borrowers to develop suitable repayment plans.

Loans past due 90 days and still accruing at December 31, 2018 totaled approximately $252,000 down from $387,000 at December 31, 2017 and relate primarily to several commercial loans and a home equity loan for which no loss of principal or interest is anticipated because there is strong collateral and guarantees supporting repayment.

The level of classified loans (including impaired loans) decreased to approximately $1,515,000 at December 31, 2018 from approximately $1,704,000 at December 31, 2017. The decrease is primarily attributable to collection of classified loans as well as charge-off and payment activity during 2018. In general, classified loans possess potential weaknesses/deficiencies deserving management’s closer attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects at some future date. Some of these borrowers may be experiencing adverse operating trends, which potentially could impair debt, services capacity but secondary sources of repayment are accessible and considered adequate to cover the Bank’s exposure. Accordingly, a specific reserve has been allocated to cover potential exposure. Management is working proactively with these borrowers to prevent any further deterioration in credit quality.

Impaired loans totaled approximately $1,437,000 at December 31, 2018 compared to $1,277,000 at December 31, 2017. 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. There was no valuation allowance at December 31, 2017 because of charge-off activity. The valuation allowance associated with impaired loans was approximately $139,000 at December 31, 2018. The allowance was determined based on careful review and analysis including collateral liquidation values and/or guarantees and is deemed adequate to cover shortfalls in loan repayment. Management is working aggressively to resolve the potential credit risk associated with its impaired loans by detailing specific payment requirements including the sale of underlying collateral or obtaining take-out financing.

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The commercial loan portfolio of the Bank has a concentration in loans made to religious organizations. From inception, the Bank has received support in the form of investments and deposits and has developed strong relationships with the Philadelphia region’s religious community. Loans made to these organizations are primarily for expansion and repair of church facilities. At December 31, 2018 and 2017, loans to religious organizations represented approximately $179,000 and $187,000, respectively, of total impaired loans. Management works closely with its attorneys and the leadership of these organizations in an attempt to develop suitable repayment plans to avoid foreclosure. In general, loans to religious organizations are being monitored closely to proactively identify potential weaknesses in this area of high concentration.

The Bank grants commercial loans to customers primarily located in Philadelphia County, Pennsylvania and surrounding counties in the Delaware Valley. Although the Bank has a diversified loan portfolio, its debtors’ ability to honor their contracts is influenced by the region’s economy.

There was approximately $2,000 of interest income recognized on impaired loans during the year ended December 31, 2018. Interest income recognized on impaired loans during the year ended December 31, 2017 was approximately $40,000. The Bank recognizes income on impaired loans under the cash basis when the loans are both current and the collateral on the loan is sufficient to cover the outstanding obligation to the Bank. If these factors do not exist, the Bank will not recognize income on such loans.

The Bank may modify or restructure the terms of certain loans to provide relief to borrowers. Troubled debt restructurings (“TDRs”). TDRs occur when a creditor, for economic or legal reasons related to a debtor’s financial condition, grants a concession to the debtor that it would not otherwise consider, such as a below market interest rate, extending the maturity of a loan, or a combination of both. The Company made modifications to certain loans in its commercial loan portfolio that included the term out of lines of credit to begin the amortization of principal. The terms of these loans do not include any financial concessions and are consistent with the current market. Management reviews all loan modifications to determine whether the modification qualifies as a troubled debt restructuring (i.e. whether the creditor has been granted a concession or is experiencing financial difficulties). Based on this review and evaluation, none of the loans modified during 2018 and 2017 met the criteria of a troubled debt restructuring. The Company had no loans classified as TDRs troubled debt restructurings at December 31, 2018 and 2017.

Allowance for Loan Losses

The determination of the allowance for loan losses involves a higher degree of judgment and complexity than its other significant accounting policies. The allowance is the accumulation of three components that are calculated based on various independent methodologies that are based on management’s estimates. The three components are as follows:

• Specific Loan Evaluation Component – Includes the specific evaluation of impaired loans.

• Historical Charge-Off Component – Applies an annualized rolling, eight-quarter historical charge-off rate to all pools of non-impaired loans.

• Qualitative Factors Component – The loan portfolio is broken down into multiple homogenous sub classifications, upon which multiple factors (such as delinquency trends, economic conditions, concentrations, growth/volume trends, and management/staff ability) are evaluated, resulting in an allowance amount for each of the sub classifications. The sum of these amounts comprises the Qualitative Factors Component.

All of these factors may be susceptible to significant change. In 2018 and 2017, there were no changes in qualitative factors. Because the Bank is generally not originating commercial and industrial loans, the growth/volume trend factor remains low. In general, because of the improving economy as evidenced through sustained reductions in the unemployment rates, the economic conditions factor remains low for all categories of loans. To the extent actual outcomes differ from management’s estimates, additional provisions for loan losses may be required that would adversely impact earnings in future periods. Management believes that the allowance for loan losses is adequate at December 31, 2018. While available information is used to recognize losses on loans, future additions may be necessary based on changes in economic conditions. In addition, various regulatory agencies, as an integral part of their examination process, periodically review the Bank’s allowance for loan losses. Such agencies may require the Bank to recognize additions to the allowance based on their judgments of information available to them at the time of the examination. (Refer to Note 4 of the Consolidated Financial Statements for further details on the allowance for loan losses.)

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Table 8 below presents the allocation of loan losses by major category for the past five years. The specific allocations in any particular category may prove to be excessive or inadequate and consequently may be reallocated in the future to reflect the current conditions. The allowance for loan losses as a percentage of total loans was 1.35% at December 31, 2018 and 0.70% at December 31, 2017. The increase in the allowance is primarily related to additional reserves for impaired commercial and industrial loans for which there was a shift from the collateral method of calculating impairment to the discounted cashflow method of calculating impairment because of forbearance agreements in place for less than the contractual amount of the payment. In addition, majority of new loan originations are SBA loans for which the Bank utilizes fair value accounting and are therefore excluded from the allowance calculation.

Table 8—Allocation of Allowance for Loan Losses

	2018					2017					2016					2015					2014
	Amount		Percent of loans in each category to Total loans			Amount		Percent of loans in each category to Total loans			Amount		Percent of loans in each category to Total loans			Amount		Percent of loans in each category to Total loans			Amount		Percent of loans in each category to Total loans
(Dollars in thousands)
Commercial and industrial	$	102		7.24	%	$	7		6.99	%	$	68		37.00	%	$	151		9.13	%	$	403		11.30	%
Commercial real estate		139		83.22			156		83.15			179		56.67			250		78.80			300		77.26
Consumer real estate		4		5.97			10		6.72			10		3.00			8		5.74			20		8.07
Consumer and other loans		-		3.57			7		3.44			11		3.33			9		6.33			12		3.37
Unallocated		33		-			-		-			32		-			-		-			-		-
	$	278		100	%	$	180		100	%	$	300		100	%	$	418		100.00	%	$	735		100.00	%

Table 9—Analysis of Allowance for Loan Losses

	Year ended December 31,
(Dollars in thousands)	2018			2017			2016			2015			2014
Balance at January 1	$	180		$	300		$	418		$	735		$	839
Charge-offs:
Commercial and industrial		(208	)		-			-			(259	)		(253	)
Commercial real estate		(18	)		(52	)		(41	)		(3	)		-
Consumer real estate		-			(18	)		(22	)		-			(19	)
Consumer and other loans		(8	)		(5	)		(5	)		(17	)		(30	)
		(234	)		(75	)		(68	)		(279	)		(302	)
Recoveries:
Commercial loans		3			4			4			4			4
Commercial real estate		5			-			-			-			-
Consumer real estate		-			28			9			6			8
Consumer and other loans		7			5			6			20			24
		15			37			19			30			36
Net charge-offs		(219	)		(38	)		(49	)		(249	)		(266	)
Provisions (credits) charged to operations		317			(82	)		(69	)		(68	)		162
Balance at December 31	$	278		$	180		$	300		$	418		$	735
Ratio of net charge-offs to average loans outstanding		0.55	%		0.10	%		0.12	%		0.59	%		0.61	%

Deposits

In 2018, average deposits decreased approximately $345,000 or 3.75%, concentrated in the categories of savings deposits and time deposits.

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In 2018, certificates of deposit decreased approximately $1,473,000 or 15.77%, as certificates were not renewed. In general, the Bank is not seeking certificates of deposit from its corporate customers as they generally carry a higher cost and are more labor intensive because of rollover negotiations and setup. Money market accounts are preferred because of their core nature as well as their flexibility and lower interest cost.

There was a decrease in average savings deposits of $567,000, or 4.81% in 2018. This decline is related to general attrition as customers seek higher interest rates.

There was an increase in average noninterest bearing demand deposits totaling approximately $424,000, or 2.30%, and an increase in average interest-bearing demand deposits of approximately $26,000, or 0.18%, during 2018 compared to 2017. As small business loans are originated, primary operating accounts are required to be maintained at the Bank which has resulted in increased noninterest bearing checking deposits that are deemed core.

Table 10—Average Deposits by Class

	2018				2017				2016
(Dollars in thousands)	Amount		Rate		Amount		Rate		Amount		Rate
Noninterest-bearing demand deposits	$	18,845	- %		$	18,421	- %		$	16,105	- %
Interest-bearing demand deposits		14,565		0.18		14,539		0.18		13,297		0.18
Savings deposits		11,223		0.05		11,790		0.05		11,590		0.05
Time deposits		8,863		0.52		9,208		0.43		11,724		0.31

Other Borrowed Funds

The Bank did not borrow funds during 2018. Generally, the level of other borrowed funds is dependent on many items such as loan growth, deposit growth, customer collateral/security requirements and interest rates paid for these funds. The Bank’s liquidity has been enhanced by loan paydowns/payoffs and SBA loan sales—thereby, reducing the need to borrow. The Bank’s contingent funding source is the Discount Window at the Federal Reserve Bank for which it currently has $750,000 in securities pledged that result in borrowing capacity of approximately $700,000.

Off Balance Sheet Arrangements

The Bank is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and letters of credit, which are conditional commitments issued by the Bank to guarantee the performance of an obligation of a customer to a third party. Both arrangements have credit risk essentially the same as that involved in extending loans and are subject to the Bank’s normal credit policies. Collateral may be obtained based on management’s assessment of the customer. The Bank’s exposure to credit loss in the event of nonperformance by the other party to the financial instruments is represented by the contractual amount of those instruments.

A summary of the Bank’s financial instrument commitments in thousands is as follows:

	2018		2017
Commitments to extend credit	$	1,903	$	4,670
Outstanding standby letters of credit		45		317

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract and unused credit card lines. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers.

The decrease in commitments at December 31, 2018 compared to 2017 is primarily related to the funding of committed loans coupled with a reduction in loan origination activity. Management believes the Bank has adequate liquidity to support the funding of unused commitments. In addition, because the Bank utilizes an originate/sell SBA loan strategy, funds will revolve on an ongoing basis to support the Bank’s liquidity levels and loan funding requirements.

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Liquidity and Interest Rate Sensitivity Management

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

The Bank must maintain minimum levels of liquid assets. This requirement is evaluated in relation to the composition and stability of deposits; the degree and trend of reliance on short-term, volatile sources of funds, including any undue reliance on particular segments of the money market or brokered deposits; any difficulty in obtaining funds; and the liquidity provided by securities and other assets. In addition, consideration is given to the nature, volume and anticipated use of commitments; the adequacy of liquidity and funding policies and practices, including the provision for alternate sources of funds; and the nature and trend of off-balance-sheet activities. As of December 31, 2018, management believes the Bank’s liquidity is satisfactory.

The Bank’s principal sources of asset liquidity include investment securities consisting principally of U.S. Government and agency issues, particularly those of shorter maturities, and mortgage-backed securities with monthly repayments of principal and interest. Other types of assets such as federal funds sold, as well as maturing loans, are also sources of liquidity. Approximately $8.7 million in loans are scheduled to mature within one year.

By policy, the Bank’s minimum level of liquidity is 10.00% of total assets. At December 31, 2018, the Bank had total short-term liquidity, including cash, federal funds sold, and unpledged available-for-sale investment securities of approximately $9.4 million, or 19.42% of total assets, compared to $12.5 million, or 21.22% of total assets, at December 31, 2017. The decrease is primarily a result of lower levels of a reduction in deposit balances compared to 2017.

The Bank’s entire securities portfolio is classified as available-for-sale of which approximately 78% 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. To ensure the ongoing adequacy of liquidity, the following strategies will be utilized in order of priority:

• Seek additional non-public deposits from new and existing private sector customers

• Sell participations of existing commercial credits to other financial institutions

While management continues to seek additional non-public core deposits to support ongoing loan demand, liquidity levels have been adequate. As a result, it was not necessary to sell loan participations to other institutions.

The Bank’s contingent funding sources include the Discount Window at the Federal Reserve Bank for which it currently has $750,000 in securities pledged that result in borrowing capacity of approximately $700,000.

The Bank’s overall liquidity has generally been stabilized by a high level of core deposits which management has determined are less sensitive to interest rate movements. The Bank has avoided reliance on large-denomination time deposits as well as brokered deposits. Table 11 provides a breakdown of the maturity of time deposits of $100,000 or more. These deposits include $2.9 million in deposits of governmental and quasi-governmental organizations that have short-term maturities. Liquidity ratios are above the Bank’s policy minimum of 6%. Management will closely monitor and manage liquidity to minimize risk and ensure that adequate funds are available to meet daily customer requirements and loan demand.

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Table 11—Maturity of Time Deposits of $100,000 or More

(Dollars in thousands)	December 31, 2018 Contractual Terms
3 months or less	$	606
Over 3 through 6 months		-
Over 6 months through 1 year		4,504
Over 1 through five years		249
Over five years		-
Total	$	5,359

The following table sets forth contractual obligations and other commitments representing required and potential cash outflows as of December 31, 2018:

Table 12—Contractual Obligations and Other Commitments

(Dollars in thousands)	Total		Less than one year		One to three years		Four to five years		After five years
Certificates of Deposit	$	7,867	$	6,996	$	628	$	243	$	-
Operating Lease Obligations		2,171		515		1,340		316		-
Total	$	10,038	$	7,511	$	1,968	$	559	$	-

Interest rate sensitivity varies with different types of interest-earning assets and interest-bearing liabilities. Overnight federal funds on which rates change daily and loans that are tied to prime or other short-term indices differ considerably from long-term investment securities and fixed-rate loans. Similarly, time deposits are much more interest-sensitive than passbook savings accounts. The shorter-term interest rate sensitivities are key to measuring the interest sensitivity gap or excess interest-earning assets over interest-bearing liabilities. Management of interest sensitivity involves matching repricing dates of interest-earning assets with interest-bearing liabilities in a manner designed to optimize net interest income within the limits imposed by regulatory authorities, liquidity determinations and capital considerations. Table 13 sets forth the earliest repricing distribution of the Bank’s interest-earning assets and interest-bearing liabilities at December 31, 2018, the Bank’s interest rate sensitivity gap ratio (i.e., excess of interest rate-sensitive assets over interest rate-sensitive liabilities, divided by total earnings assets) and the Bank’s cumulative interest rate sensitivity gap ratio. For purposes of the table, except for savings deposits, an asset or liability is considered rate-sensitive within a specified period when it matures or could be repriced within such period in accordance with its contractual terms. At December 31, 2018, an asset-sensitive position is maintained on a cumulative basis through one year of 5.73% which represents a decrease from the December 31, 2017 positive gap position 13.63%. This decrease is primarily related to the lower level in Federal Funds Sold. This level is within the Bank’s policy guidelines of +/-15% on a cumulative one-year basis and it 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 but rather increases. Therefore, management does not believe the interest rate risk associated with the Bank’s current position to be significant. 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.

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Table 13—Interest Sensitivity Analysis

	Interest rate sensitivity gaps as of December 31, 2018
(Dollars in thousands)	Floating		One to 3 Months		Over 3 Through 12months		Over 1 year through 3 years		Over 3 through 5 years		Over 5 years		Cumulative
Interest-sensitive assets:
Interest-bearing deposits with banks	$	-	$	-	$	3,361	$	-	$	-	$	-	$	3,361
Investment securities		-		160		192		278		2,583		1,368		4,581
Federal funds sold		3,074		-		-		-		-		-		3,074
Loans		22,613		1,816		2,481		2,710		1,200		1,992		32,812
Total interest-sensitive assets		25,687		1,976		6,034		2,988		3,783		3,360		43,828
Interest-sensitive liabilities:
Interest-bearing checking accounts		3,739		-		-		-		-		-		3,739
Savings and money market accounts		20,450		-		-		-		-		-		20,450
Certificates $100,000 or more		-		775		1,111		379		244		-		2,508
Certificates of less than $100,000		-		606		4,503		249		-		-		5,358
Total interest-sensitive liabilities		24,189		1,381		5,614		628		244		-		32,055
Interest sensitivity gap	$	1,498	$	595	$	420	$	2,360	$	3,539	$	3,360	$	11,772
Cumulative gap	$	1,498	$	2,093	$	2,513	$	4,873	$	8,412	$	11,772
Cumulative gap/total earning assets		3.42%		4.78%	5.73%
Cumulative Interest-sensitive assets to interest-sensitive Liabilities		1.06		1.08		1.08

Core deposits such as checking and savings deposits have been placed in repricing intervals based on historical trends and management’s estimates. Nonaccrual loans are not included in the interest-sensitive asset totals.

While using the interest sensitivity gap analysis is a useful management tool as it considers the quantity of assets and liabilities subject to repricing in a given time period, it does not consider the relative sensitivity to market interest rate changes that are characteristic of various interest rate-sensitive assets and liabilities. Consequently, even though the Bank currently has a positive gap position because of unequal sensitivity of these assets and liabilities, management believes this position will not materially impact earnings in a changing rate environment. For example, changes in the prime rate on variable commercial loans may not result in an equal change in the rate of money market deposits or short-term certificates of deposit.

A simulation model is therefore used to estimate the impact of various changes, both upward and downward, in market interest rates and volumes of assets and liabilities on the net income of the Bank over a two-year period. The calculated estimates of net interest income or “earnings” at risk at December 31, 2018 are as follows:

Year 1
	Net interest		Percent of
Changes in rate	Income($)		Risk(%)
(Dollars in thousands)
+400 basis points	$	2,766		4.84	%
+300 basis points		2,731		3.53
+200 basis points		2,698		2.29
+100 basis points		2,667		1.12
Flat rate		2,638		-
-100 basis points		2,387		(9.51	)
-200 basis points		2,075		(21.32	)
-300 basis points		1,798		(31.84	)
-400 basis points		1,546		(41.40	)

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Year 2
	Net interest		Percent of
Changes in rate	Income($)		Risk(%)
(Dollars in thousands)
+400 basis points	$	5,626		6.63	%
+300 basis points		5,531		4.84
+200 basis points		5,442		3.13
+100 basis points		5,357		1.52
Flat rate		5,276		-
-100 basis points		4,743		(10.10	)
-200 basis points		4,068		(22.90	)
-300 basis points		3,465		(34.32	)
-400 basis points		2,933		(44.41	)

A simulation model is also used to estimate the impact of various changes, both upward and downward, in market interest rates and volumes of assets and liabilities on the economic value of the Bank. This model produces an interest rate exposure report that measures the long-term rate risks in the balance sheet by valuing the Bank’s assets and liabilities at market. It simulates what amount would be left over if the Bank liquidated its assets and liabilities. This is otherwise known as “economic value” of the capital of the Bank. The calculated estimates of economic value at risk at December 31, 2018 are as follows:

MV of equity
Changes in rate	MV equity($)		Risk change(%)
(Dollars in thousands)
+400 basis points	$	2,468		(11.07	)%
+300 basis points		2,439		(12.11	)
+200 basis points		2,533		(8.74	)
+100 basis points		2,638		(4.95	)
Flat rate		2,775		-
-100 basis points		2,775		0.01
-200 basis points		2,783		0.28
-300 basis points		3,176		14.46
-400 basis points		3,346		20.58

The market value of equity may be impacted by the composition of the Bank’s assets and liabilities. A shift in the level of variable versus fixed rate assets creates swings in the market value of equity. The Bank’s market value of equity declines in a rising rate environment because of the high level of fixed rate loans and investments it has in its portfolio that do not follow market rate changes or re-price immediately. At December 31, 2018, the change in the market value of equity in a +200-basis point interest rate change is -8.74%, which is within the Bank’s policy limit of -25.00% and -11.07% in a +400-basis point interest rate change, within the policy limit of -50.00%. These levels represent improvements from 2017. Management is strategically working to bring this measure more into compliance with policy limits by originating more variable rate loans or structure short maturity balloon mortgages.

The assumptions used in evaluating the vulnerability of the Bank’s earnings and equity to changes in interest rates are based on management’s consideration of past experience, current position and anticipated future economic conditions. The interest sensitivity of the Bank’s assets and liabilities, as well as the estimated effect of changes in interest rates on the earnings and equity, could vary substantially if different assumptions are used or actual experience differs from the assumptions on which the calculations were based. In today’s uncertain economic times, the result of the Bank’s simulation models is even more uncertain.

Capital Resources

Total shareholders’ equity decreased approximately $1,521,000, or 46.36%, in 2018 compared to 2017. The decrease is attributable a net loss for the year ended December 31, 2018 of approximately $1,486,000 as well as unrealized losses, net of tax, of approximately $35,000 on the securities classified as available-for-sale.

The critical importance of establishing and maintaining capital levels to support the Bank’s risk profile and growth is understood. A concentrated effort continues to be made to stabilize and strengthen the Bank’s capital through the generation of core profitability from Bank operations and external investment utilizing investment bankers.

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Federal and state banking laws impose on financial institutions such as UBS and the Bank certain minimum requirements for capital adequacies which is discussed under “Supervision and Regulation on page 7.

As indicated in Table 14, the UBS and the Bank are “undercapitalized” as of December 31, 2018 and below the requirements of the Consent Orders. Management has developed a Capital Plan that includes profitability and external investment to improve its capital ratios. UBS and the Bank do not anticipate paying dividends in the near future.

Table 14—Capital Ratios

	December 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	$	1,817		6.48	%		N/A				$	3,338		10.22	%		N/A
Bank		1,777		6.34			2,803		10.00	%		3,300		10.11			3,265		10.00	%
Tier I capital to risk weighted assets
Company		1,539		5.49			N/A					3,158		9.67			N/A
Bank		1,499		5.35			2,242		8.00	%		3,120		9.56			2,612		8.00	%
Common equity Tier I capital to risk weighted assets
Company		1,539		5.49			N/A					3,158		9.67			N/A
Bank		1,499		5.35			1,822		6.50	%		3,120		9.56			2,122		6.50	%
Tier I Leverage ratio (Tier I capital to total quarterly average assets)
Company		1,539		3.08			N/A					3,158		5.58			N/A
Bank		1,499		3.00			2,502		5.00	%		3,120		5.51			2,829		5.00	%

ITEM 7A — QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The quantitative and qualitative disclosures about market risks are included in Management’s Discussion and Analysis of Financial Condition and Results of Operations in the following sections: Liquidity and Interest Rate Sensitivity Management, Net Interest Income, Provision for Loan Losses, Allowance for Loan Losses, Liquidity and Interest Rate Sensitivity Management, Non-Interest Income, Non-Interest Expense, Non-Performing Loans, and Off-Balance Sheet Arrangements.

ITEM 8 — FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

See Consolidated Financial Statements on pages 55 to 100 hereof.

ITEM 9 — CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

ON ACCOUNTING AND FINANCIAL DISCLOSURE

There were no changes in or disagreements with accountants on accounting and financial disclosure during the year ended December 31, 2018.

ITEM 9A—CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures.

The management of the Company, including the Chief Executive Officer and the Chief Financial Officer, has conducted an evaluation of the effectiveness of the Company’s disclosure controls and procedures pursuant to Rule 13a-14 under the Securities Exchange Act of 1934 as of the end of the period covered by this Report (the “Evaluation Date”). A control system, no matter how well designed and operated, can provide only reasonable, not absolute insurance, that it will detect or uncover failures within the Company to disclose material information otherwise required to be set forth in the Company’s periodic and annual reports. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that, as of the Evaluation Date, the Company’s disclosure controls and procedures were not effective as of the end of the period covered by this report due to the material weakness described below.

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(b) Management’s Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f) under the Securities Exchange Act of 1934. Under the supervision and with the participation of principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on our evaluation under the framework, management has concluded that our internal control over financial reporting was not effective as of December 31, 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 December 31, 2018 in connection with the timeliness of financial reporting related and the identification and support for asset quality matters that could have a material effect on the consolidated financial statements.

To address the material weaknesses, we 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 was in existence as of December 31, 2018. 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.

(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.

ITEM 9B—OTHER INFORMATION

Grant--On April 30, 2019, the Company received a $2,500,000 unrestricted grant from Philadelphia Industrial Development Corporation (PIDC) for the purpose of expansion of the lending platform and strengthening the financial condition of the Bank. The Bank and PIDC plans to expand its long-standing partnership to finance small businesses in the Philadelphia region. This grant was recorded as noninterest income and served to improve all of the Bank’s capital ratios.

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 revenue 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.

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PART III

ITEM 10 — DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The following table sets forth certain biographical information. Other than as indicated below, each of the persons named below has been employed in their present principal occupation for the past five years.

(a) Directors of the Registrant and Bank

			Year first	Term
Name	Age	Principal occupation and other directorships	became director	Will expire
Bernard E. Anderson	82	Economist Whitney M. Young, Jr. Professor Emeritus Wharton School, University of Pennsylvania	2002	2018(1)
		Philadelphia, PA
David R. Bright	80	Retired, Executive Vice President
		Meridian Bancorp	2002	2022
		Philadelphia, PA
L. Armstead Edwards	77	Chairman of the Board,	1993	2020
		United Bancshares, Inc.
		Owner and President,
		Edwards Entertainment., Inc.
		Philadelphia, Pennsylvania
Marionette Y. Wilson(Frazier)	74	Retired as co-Founder, John Frazier, Inc. Philadelphia, Pennsylvania	1996	2020
William B. Moore	77	Vice Chairman of the Board,
		United Bancshares, Inc.
		Pastor, Tenth Memorial	1993	2019
		Baptist Church
		Philadelphia, Pennsylvania
Evelyn F. Smalls	75	President and CEO of Registrant	2000	2019
		and United Bank of Philadelphia
Ernest L. Wright	91	Founder, President and	1993	2020
		CEO of Ernest L. Wright
		Construction Company
		Philadelphia, Pennsylvania

(1) Term will be in effect until voted upon for re-election at the next Shareholders’ Meeting

(b) Executive Officers of Registrant and Bank

Name	Age	Office
Evelyn F. Smalls	75	President and Chief Executive Officer
Brenda M. Hudson-Nelson	60	Executive Vice President/Chief Financial Officer

BOARD OF DIRECTORS QUALIFICATIONS

United Bank of Philadelphia has a very engaged and committed Board of Directors. The board takes its governance responsibilities very seriously and challenges management to meet its targeted goals and objectives. Currently, the board has seven (7) outside directors and one (1) insider. This leadership group has diverse experiences in business, banking, and community development that are important to fulfill their oversight responsibilities.

L. Armstead Edwards serves as Chairman and is one of two remaining founding members currently active on the board. Mr. Edwards spent a number of years as an educator and small business owner. He understands the plight of small business owners and combined with his experience in organizational dynamics, he brings a unique perspective to the role. He chairs the Executive Committee and serves on the Asset Liability, Loan and Audit/Compliance Committees. Mr. Edwards has encouraged deliberations to take place at the committee level so the board meeting can focus more on strategic initiatives and engage management on execution and performance measures.

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Rev. William B. Moore is a founding member of the board and serves as Vice Chairman and is a member of the Executive and Audit/Compliance Committees. In addition, Rev. Moore became the Chairman of the Audit Committee in April 2018 following the retirement of Joseph T. Drennan. The Chairman and Vice Chairman alternate in leading the board meetings. Rev. Moore has a rich history in the faith community and has been the Senior Pastor of Tenth Memorial Baptist Church for over 30 years. He serves as a strong catalyst in rallying the faith community to support the Bank which is evidenced with the high percentage of loans to churches in the loan portfolio. Rev. Moore also leads an informal Advisory Group of Pastors who offer advice to the Bank’s management regarding the financial needs of the urban community to continue to bridge the economic divide in the region. As a former executive with a quasi-governmental agency, he has a broad-based consistency and is very effective in building multi-sector coalitions to ensure economic inclusion.

Marionette Y. Wilson a director since 1993 serves as Secretary of the Board and member of the Executive and Asset Liability Committees. Prior to her retirement, Ms. Wilson was co-founder of a construction management company and her expertise in this area is very helpful as the Bank works to provide financing to emerging contractors in the region. In addition, she is a leader in the faith community and has been instrumental in directing relationships to the Bank.

Evelyn F. Smalls serves as an inside director since 2000 when she was appointed President and Chief Executive Officer of the Bank. She serves on the Executive, Asset Liability and Loan Committees. Ms. Smalls brings versatile skills with over 25 years’ experience in banking and community and economic development know-how. Her leadership is propelled by her passion to move more inner-city communities into the economic mainstream.

David R. Bright a retired Bank President has a rich history in commercial lending and credit administration. Mr. Bright, a director since 2001, serves as Chairman of the Loan Committee and a member of the Executive Committee. In addition, he brought to the Bank a keen knowledge of community reinvestment initiatives that can propel economic inclusion and impact. Mr. Bright’s community interests include his participation on a number of boards including Greater Philadelphia Urban Affairs Coalition, West Oak Lane Charter School, and Allegheny West CDC.

Dr. Bernard E. Anderson a director since 2002 and chairs the Asset Liability Committee. Dr. Anderson as an economist brings a dynamic perspective to the Bank as a retired Whitney E. Young, Jr., Professor of Management, The Wharton School, University of Pennsylvania As an Advisor to the Urban League of Philadelphia as well as the National Urban League, Dr. Anderson firmly believes that economic disparities among minority groups can be remediated through public and private policies aimed at expanding economic opportunity for all with the Philadelphia region specifically and across the country in general.

Ernest L. Wright a director since 1992 serves as member of the Loan and Asset Liability Committees. His passion is sales and his expertise is in the construction field. He is the proprietor of Wright Construction Management. Mr. Wright was very helpful when the Bank upgraded its branch facilities by conceptualizing affordable designs and sharing his project management skills. He has been instrumental in referring new clients to the Bank particularly from the faith and small business sectors.

CORPORATE GOVERNANCE

The Bylaws provide that a Board of Directors of not less than five (5) and not more than twenty-five (25) directors shall manage our business. The Board, as provided in the bylaws, is divided into four classes of directors: Class A, Class B, Class C and Class D, with each class being as nearly equal in number as possible. The Board of Directors has fixed the number of directors at nine (9), with three (3) members in Class A, one (1) member in Class B (vacant), three (3) members in Class C, and two (2) members in Class D.

Under UBS’ bylaws, persons elected by the Board of Directors to fill a vacancy on the Board serve as directors for the balance of the term of the director who that person succeeds.

Communicating with the Board of Director

Shareholders may communicate with any UBS or Bank director or member of a Committee of the Board of Directors of UBS or the Bank by writing to United Bancshares, Inc., Attention: Board of Directors, P.O. Box 54212, Philadelphia, PA 19105.The written communications will be provided to Marionette Y. Wilson, a director and Secretary of the Board of Directors, who will determine the further distribution of the communications which are appropriate based on the nature of the information contained in the communications. For example, communications concerning accounting internal controls and auditing matters will be shared with the Chairman of the Audit/Compliance Committee of UBS’ Board of Directors.

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Code of Conduct

UBS and the Bank have adopted a Code of Business Conduct and Ethics (the “Code”) that applies to all its directors, employees and officers and including its Chief Executive Officer and its Chief Financial Officer. The Code meets the requirement of a code of ethics for UBS’ and the Bank’s principal executive officer and principal financial officer or persons performing similar functions under Item 406 of the SEC’s Regulation S-K. Any amendments to the Code or any waivers of the Code for directors or executive officers will be disclosed promptly on a Form 8-K filed with the SEC or by any other means approved by the SEC.The Code complies with requirements of the Sarbanes – Oxley Act and the listing standards of NASDAQ and UBS provides a copy of the Code to each director, officer and employee.

Under our Code of Ethics, the Board is responsible for resolving any conflict of interest involving the directors, executive officers and senior financial officers. The executive officers are responsible for resolving any conflict of interest involving any other officer or employee.

UBS will provide, without charge, a copy of its Code of Business Conduct and Ethics to any person who requests a copy of the Code. A copy of the Code may be requested by writing to the President of UBS at United Bank of Philadelphia at 30 S. 15^th Street, Suite 1200, Philadelphia, PA 19102.

Board Leadership Structure

The positions of the Board Chairman and President and Chief Executive Officer are held by two individuals. The Board believes this structure is appropriate for UBS and the Bank because of the need for the Chairman to have independence in leading the Board of Directors to oversee and direct management and the President and CEO’s direct involvement in leading management of UBS and the Bank.

Directors’ Qualifications

In considering any individual nominated to be a director on UBS’ and the Bank’s Board of Directors’, the Board of Directors considers a variety of factors, including whether the candidate is recommended by the Bank’s executive management and the Board’s Nominating Committee, the individual’s professional or personal qualifications, including business experience, education and community and charitable activities and the individual’s familiarity with the communities in which UBS or the Bank is located or is seeking to locate.

Risk Oversight

The Board of Directors establishes and revises policies to identify and manage various risks inherent in the business of the Company, and both directly and through its committees, periodically receives and reviews reports from management to ensure compliance with and evaluate the effectiveness of risk controls. The President and Chief Executive Officer meets regularly with other senior officers to discuss strategy and risks facing UBS. Senior management attends monthly Board meetings and is available to address any questions or concerns raised by the Board on risk-management-related and any other matters. Each month the Board receives presentations from senior management on strategic matters and discusses significant challenges, risks and opportunities for UBS.

The Board has an active role, as a whole and also at the committee level, in overseeing management of UBS’ risks. The Audit Committee assists the Board in fulfilling its oversight responsibilities with respect to areas of financial reporting, internal controls and compliance with accounting regulatory requirements.Employees who oversee day-to-day risk management duties, including the Vice President/Chief Risk Officer and Compliance Officer, report their findings to the Audit Committee. The Loan Committee of the Bank assists the Board with fulfilling its oversight responsibilities with respect to management of risks related to the Bank’s loan portfolio and its credit quality. The Asset Liability Management Committee of the Bank assists the Board with fulfilling its oversight responsibilities with respect to management of interest risk and the Bank’s investment portfolio.

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Nomination for Directors

Section 3.4 of Article 3 UBS’ Bylaws provides that no shareholder shall be permitted to nominate a candidate for election as a director, unless such shareholder shall provide to the Secretary of UBS information about such candidate as is equivalent to the information concerning candidates nominated by the Board of Directors that was contained in the UBS Proxy Statement for the immediately preceding Annual Meeting of shareholders in connection with election of directors. Such information consists of the name, age, any position or office held with UBS or the Bank, a description of any arrangement between the candidate and any other person(s), naming such persons pursuant to which he or she was nominated as a director, his/her principal occupation for the five (5) years prior to the meeting, the number of shares of UBS stock beneficially owned by the candidate and a description of any material transactions or series of transactions to which UBS or the Bank is a party and in which the candidate or any of his affiliates has a direct or indirect material interest, which description should specify the amount of the transaction and where practicable the amount of the candidates interest in the transaction.

Such information shall be provided in writing not less than one hundred twenty (120) days before the first anniversary preceding the annual meeting of UBS’ shareholders. The Chairman of the Board of Directors is required to determine whether the director nominations have been made in accordance with the provisions of the UBS’ Bylaws, and if any nomination is defective, the nomination and any votes cast for the nominee(s) shall be disregarded.

The Nominating Committee’s process for identifying and evaluating nominees for director, including nominees recommended by security holders and for incumbent directors whose terms of office are set to expire, include review of the directors’ overall service during their terms, including meetings attended, level of participation, quality of performance, and contributions towards advancing UBS’s interests and enhancing shareholder value. With respect to new directors, the procedure includes a review of the candidates’ biographical information and qualifications and a possible check of candidates’ references. All potential candidates are interviewed by all members of the Committee and other members of the board. Using this information, the committee evaluates the nominee and determines whether it should recommend to the board that the board nominate or elect to fill a vacancy with the prospective candidate.

The Committee believes the following qualifications must be met by a nominee: a good character, have a reputation, personally and professionally, consistent with UBS’s image and reputation; be an active or former leaders of organizations; possess knowledge in the field of financial services; have an understanding of the Bank’s marketplace; be independent; be able to represent all of the shareholders; be willing to commit the necessary time to devote to board activities, and be willing to assume fiduciary responsibility.

Policy for Attendance at Annual Meetings

UBS has a policy requiring all of its directors to attend UBS’ annual meeting.

GENERAL INFORMATION ABOUT UBS’ AND BANK’S BOARDS OF DIRECTORS

Director Independence

The Board of Directors of the Company and the Bank has determined that all of its members are independent and meet the independence requirements of National Association of Securities Dealers (“ NASDAQ”) except Evelyn F. Smalls. Because Ms. Smalls is the President and Chief Executive Officer of the Company and the Bank she is not independent as defined by NASDAQ. In determining the independence of its directors, other than Ms. Smalls, the Board of Directors considered routine banking transactions between the Bank and each of the directors, their family members and businesses with whom they are associated. In each case, the Board of Directors determined that none of the transaction relationships or arrangements impaired the independence of the director.

Meetings and Executive Sessions of Independent Directors

In 2018, the UBS’ and the Bank’s Board of Directors met at least monthly, except in August, and during 2018 held eleven (11) meetings. The independent directors of UBS and the Bank Boards of Directors hold executive sessions on a regular basis, but, in any event, not less than twice a year. During 2018, two (2) executive sessions were held. Each director attended at least 75% of the Board meetings held during 2018, and the committee meetings held by each committee on which the director served.

Information About the Committees of the Boards of Directors of the Corporation and the Bank

The Committees of UBS’ Board of Directors are the Executive Committee, Audit/Compliance Committee, Compensation Committee and the Nominating Committee. The Corporation and the Bank have the same committees with the same members for each committee, except that the Bank also has an Asset Liability Management Committee and a Loan Committee.

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Executive Committee. The Executive Committee, comprised of L. Armstead Edwards (Chairman), William B. Moore, David R. Bright, Evelyn F. Smalls and Marionette Y. Wilson meets, when necessary, at the call of the Chairman, to exercise the authority and powers of the Board of Directors of the Corporation and the Bank at intervals between meetings of the Board of Directors insofar as may be permitted by law. The Executive Committee held eleven (11) meetings during 2018.

Compensation Committee. The Compensation Committee is comprised of L. Armstead Edwards (Chairman), William B. Moore, and Marionette Y. Wilson (Frazier). The Committee meets to discuss compensation matters. It annually reviews and approves corporate goals and objectives relevant to CEO compensation, evaluates the CEO’s performance in light of those goals and objectives and determines and approves the compensation and benefits to be paid or provided to Evelyn F. Smalls the President of UBS and Brenda M. Hudson-Nelson Executive Vice President and Chief Financial Officer. The Committee has the responsibility to review and provide recommendations to the full Board regarding compensation and benefit policies, plans and programs. Each member of the Compensation Committee is independent as defined by NASDAQ. During 2018, the Compensation Committee held one (1) meeting to discuss the performance and compensation of the executive officers. A copy of the Compensation Committee charter is not available on our website but can be found as Exhibit A to our Proxy Statement filed with the SEC on November 3, 2014.

Audit/Compliance Committee. The Audit/Compliance Committee of UBS’ Board of Directors is comprised of William B. Moore (Chairman), L. Armstead Edwards, and Marionette Y. Wilson (Frazier), meets when necessary at the call of the Chairman. The Committee meets with the internal auditor to review audit programs and the results of audits of specific areas, as well as other regulatory compliance issues. The Committee selects the independent registered public accounting firm. In addition, the Committee meets with UBS’ independent registered public accounting firm to perform quarterly financial statement reviews, review the results of the annual audit and other related matters as well as other regulatory compliance issues. Each member of the Committee is “independent” as defined in the applicable listing standards of the NASDAQ. The Committee held four (4) meetings during 2018. The Audit Committee charter will be made available, without charge, upon written request by the shareholders of UBS to the corporate secretary of UBS. A copy of the charter is not available on our website but can be found as Exhibit A to our Proxy Statement filed with the SEC on November 3, 2014.

Each member of the Audit/Compliance Committee is financially literate as defined by NASDAQ. The Boards of Directors of the Company and the Bank have determined that William B Moore is the “Financial Expert,” as defined in the Commission’s regulations.

The Compliance Committee was combined with the Audit Committee and is comprised of the same members. On a quarterly basis compliance matters are addressed to include the review of regulatory compliance matters, the Bank’s compliance programs and the CRA Act activities.

Nominating Committee. The Nominating Committee, comprised of L. Armstead Edwards (Chairman), and Ernest L. Wright meets at the call of the Chairman. The Committee is responsible for considering and recommending future director nominees to the Board of Directors of UBS and the Bank and the Committee is independent and meets the requirements for independence of NASDAQ. The Nominating Committee does not currently have a formal policy with respect to diversity. However, in considering nominees for director, the Nominating Committee also considers the Board’s desire to be a diverse body with diversity reflecting gender, ethnic background and professional experience. The Board and the Nominating Committee believe it is essential that the Board members represent diverse viewpoints. The Nominating Committee charter will be made available, without charge, upon written request by the shareholders of UBS to the corporate secretary of UBS. A copy of the charter is not available on our website but can be found as Exhibit A to our Proxy Statement filed with the SEC on November 3, 2014. The Committee held one (1) meeting during 2018.

Asset Liability Management Committee. The Asset Liability Management Committee of the Bank, comprised of Bernard E. Anderson (Chairman), L. Armstead Edwards, Evelyn F. Smalls and Ernest L. Wright meets, when necessary, at the call of the Chairman, to review and manage the Bank’s exposure to interest rate risk, market risk and liquidity risk. During 2018, the Asset and Liability Management Committee held four (4) meetings.

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Loan Committee. The Loan Committee of the Bank, comprised of David R. Bright (Chairman), L. Armstead Edwards, Evelyn F. Smalls, and Ernest Wright meets when necessary to review and approve loans that are $200,000 and over and to discuss other loan-related matters. During 2018, the Loan Committee held ten (10) meetings.

Board of Directors Compensation

The normal non-officer director fee to be paid by the Bank is Three Hundred Fifty Dollars ($350) for attending each Board meeting and One Hundred Seventy-five Dollars ($175) per quarter for attending the Board of Directors’ Committee meetings. Directors’ fees are not paid to officer directors for attending Bank Board of Directors or Committee meetings. UBS does not pay any fees to any directors for attending UBS’ Board of Directors or Committee meetings. Effective April 1, 2002, the Board of Directors elected to waive all fees for an indefinite period of time.Therefore, no table summarizing the compensation paid to non-employee directors is required for the fiscal year ended December 31, 2018.

Audit Committee Report

Management is responsible for the financial reporting process, including the system of internal controls, and for the preparation of our consolidated financial statements in accordance with generally accepted accounting principles. Our independent registered public accounting firm is responsible for auditing those financial statements. The Audit Committee’s responsibility is to monitor and review these processes, acting in an oversight capacity relying on the information provided to it and on the representations made by management and the independent registered accounting firm.

In connection with the preparation and filing of UBS’ Annual Report on Form 10-K for the year ended December 31, 2018, the Audit Committee (i) reviewed and discussed the consolidated audited financial statements with our management, (ii) discussed with S.R. Snodgrass, P.C., our independent registered public accounting firm, the matters required to be discussed by the standards of the Public Company Accounting Oversight Board (“PCAOB”) (United States), (iii) discussed the independence of S.R. Snodgrass, P.C, and (iv) has received and reviewed the written disclosures and the letter from S.R. Snodgrass, P.C required by PCAOB Rule 3526 “Communication with Audit Committee Concerning Independence” regarding S.R. Snodgrass, P.C.’s communications with the Audit Committee concerning independence and has discussed with S.R. Snodgrass, P.C., its independence. Based on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in UBS’ Annual Report on Form 10-K for the year ending December 31, 2018 to be filed with the SEC.

UBS’ Audit Committee is composed of William B. Moore (Chairman), L. Armstead Edwards, and Marionette Y. Wilson who each endorsed this report.

Respectfully submitted:

William B. Moore (Chairman)

L. Armstead Edwards,

Marionette Y. Wilson (Frazier)

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UBS’S AND BANK’S EXECUTIVE OFFICERS

The following table sets forth certain information with respect to the current executive officers of UBS and Bank as of July 18, 2022:

Name, Principal Occupation and Business Experience For Past 5 Years	Age as of July 18, 2022	Office with the UBS and/or Bank	UBS Stock Beneficially Owned
Evelyn F. Smalls(1)(2)	75	President and Chief Executive Officer and Director of UBS and Bank	500
Brenda M. Hudson-Nelson (3)	60	Executive Vice President and Chief Financial Officer of UBS and Bank	50

Footnote Information Concerning Executive Officers

(1)	Ms. Smalls was elected as a director and was appointed as President and Chief Executive Officer in June 2000. Prior to that, Ms. Smalls was Senior Vice President of Human Resources and Compliance from December 1993 to May 2000.
(2)	The President and Chief Executive Officer, currently Evelyn F. Smalls, acts as Trustee of certain voting trust agreements (the “Voting Trusts”) pursuant to which Fahnstock, Inc. deposited 5,209 shares of Common Stock of UBS.
(3)	Ms. Hudson-Nelson was appointed Senior Vice President and Chief Financial Officer in June 2000. Prior to that, Ms. Hudson-Nelson was Vice President and Controller from January 1992 to May 2000. In May 2002, Ms. Hudson-Nelson was promoted to Executive Vice President and Chief Financial Officer.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires that UBS’ directors and executive officers file reports of their holdings of UBS’ Common Stock with the SEC. Based on UBS’ records and other information available to UBS believes that the SEC’s Section 16(a) reporting requirements applicable to UBS’ directors and executive officers were complied with for UBS’ fiscal year ended December 31, 2018.

ITEM 11 — EXECUTIVE COMPENSATION

The Compensation Committee is comprised of L. Armstead Edwards (Chairman of the Board), William B. Moore(Vice Chairman of the Board), Marionette Y. Wilson, and David R. Bright and meets to discuss compensation matters. It annually reviews and approves corporate goals and objectives relevant to CEO compensation, evaluates the CEO’s performance in light of those goals and objectives and determines and approves the compensation and benefits to be paid or provided to the Evelyn F. Smalls the President of UBS and Brenda M. Hudson-Nelson Executive Vice President and Chief Financial Officer. Each member of the Compensation Committee is independent as defined by NASDAQ. During 2018, the Compensation Committee held one (1) meeting as the Compensation Committee.

The Committee’s Process

The Compensation Committee reviewed relevant industry data to assist with carrying out certain responsibilities with respect to executive compensation including a “benchmarking” study of executive officer compensation comparing each officer’s salary and total compensation with a financial services industry database with similar size and complexity organizations and positions. The review indicated that the total compensation of the Company’s executive officers was significantly below the average of its peer group.

The goals set forth in the Company’s strategic plan were not met. While the committee remains focused on the achievement of financial and growth goals, it recognizes that the Bank’s financial results were impacted by the weak economic conditions of the last several years; however, the implementation of a sales driven organization is still a work in progress. Given these factors and the continued focus on achieving core profitability, no increases were provided to the executive officers in 2018.

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Components of Compensation for 2018

For the fiscal year ended December 31, 2018, the components of executive compensation were:

• Salary;

• Life Insurance in the amount of two times salary; and

• Automobile Allowance.

Salary

Salary provides the compensation base rate and is intended to be internally fair among executive officers at the same level of responsibility.

In setting the salary for the chief executive officer, the committee considers financial results, organizational development, marketing initiatives, board relations, management development, work on representing us to our customers, clients and the public, and results in developing, expanding and integrating our products and services. The committee also considers the effects of inflation. The committee exercises discretion in setting the chief executive officer’s salary and may increase or decrease the chief executive officer’s salary based on our financial performance or on non-financial performance factors, if it so decides. However, the employment contract with Ms. Smalls, chief executive officer, sets a minimum salary of $160,000 per year.

The committee receives evaluations of the other executive officer performance from Ms. Smalls and her recommendations for base salaries for the other officer. The recommendations are based on the officer’s level of responsibility and performance of duties. The committee then reviews and modifies, where appropriate, the recommendations and sets the salaries for the other executive officer.

Life Insurance and Auto Allowance

These benefits help to attract and retain qualified personnel within the current financial constraints.

Summary Compensation Table

The table below summarizes the total compensation paid or earned by each of the Named Executive Officers for the years ended December 31, 2018 and 2017.

Name and Principal Position	Year	Salary ($)		Bonus ($)(1)		Stock Awards ($)(1)		Option Awards ($)(1)		Non-Equity Incentive Plan Compensation(1)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(1)		All Other Compensation ($)(2)		Total ($)
Evelyn F. Smalls	2018	$	168,000	$	0	$	0	$	0	$	0	$	0	$	11,358	$	179,358
Chief Executive Officer	2017		168,000		0		0		0		0		0	$	11,358	$	179,358
Brenda Hudson-Nelson,	2018	$	121,000		0		0		0		0		0	$	7,250	$	128,250
Chief Financial Officer	2017	$	121,000		0		0		0		0		0	$	7,250	$	128,250

(1)

Amounts are not included in the Bonus, Stock Awards, Option Awards, Non-equity Incentive Plan Compensation, Change in Pension and Nonqualified Deferred Compensation Earnings and All Other Compensation columns of the table because no compensation of this nature was paid by UBS or the Bank and the restricted stock awards and long-term incentive payouts columns are not included in the Compensation Table since these benefits are not made available by UBS or the Bank.

(2)

The President/Chief Executive Officer receives a $750 per month automobile allowance and the Executive Vice President /Chief Financial Officer receives a $500 per month automobile allowance. UBS’ executives are provided with life insurance policies for which the cost is $2,538/annually for Evelyn Smalls and $1,250/annually for Brenda Hudson-Nelson

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Executive Employment Agreements

The Bank entered into an Employment Agreement with Evelyn F. Smalls in November 2004 to continue to serve as the Bank’s President and Chief Executive Officer. The term of the Employment Agreement was three (3) year. The contract expired in November 2007. Renewal terms are under review by the Compensation Committee. Ms. Smalls is currently working under the provisions of the expired contract which provide for an annual base salary of $160,000 that may be increased, but not decreased as well as life insurance equivalent to two times her base salary, and a $500 per month automobile allowance. In 2013, the Compensation Committee approved an increase in Ms. Smalls’ automobile allowance to $750 per month.

The Bank entered into an Employment Agreement with Brenda M. Hudson-Nelson in November 2004 to continue to serve as the Bank’s Executive Vice President and Chief Financial Officer. The term of the Employment Agreement was three (3) years. Renewal terms are under review by the Compensation Committee. Ms. Hudson-Nelson is currently working under the provisions of the expired contract which provide for an annual base salary of $115,000 that may be increased, but not decreased as well as life insurance equivalent to two times her base salary, and a $500 per month automobile allowance.

Payments Upon Termination

The named executive officers are only entitled to payment of their salary, life insurance, and automobile allowance through the date of termination.

Other Compensation Tables

We have not included a grant of plan-based awards table, an outstanding equity awards table, options exercises and stock vested table, and pension benefits table because those tables are not applicable.

Transactions with Related Parties

Some of our directors, executive officers, and members of their immediate families and the companies with which they are associated were our customers of and had banking transactions with us in the ordinary course of our business during the year 2018. All loans and commitments to lend were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons. In our opinion, the transactions and loan commitments did not involve more than normal risk of collectively or present other unfavorable features.

Our written Audit Committee Charter requires our Audit Committee to approve related party transactions. Our written Policy on Related Party Transactions establishes procedures for the Audit Committee’s review and approve of related party transactions other than excepted transactions and preapproved transactions. Transactions available to all employees generally, and transactions involving less than $120,000 when aggregated with all similar transactions in any calendar year, are excepted transactions. The following types of transactions are preapproved transactions:

• Compensation payable to directors or officers if reportable under Item 402 of the Commission’s Regulation S-K;

• Compensation payable to an immediate family member of another director or executive officer, if approved by the Executive Committee acting as the Compensation Committee;

• ∙Transactions with another company (including charitable contributions, grants or endowments to a charitable organization) at which a related person’s only relationship is as an employee (other than executive officer), director or less than 10% owner, if the aggregate amount involved does not exceed $200,000 or 5% of that company’s total revenues; and

• Routine banking relationships that otherwise comply with banking laws and regulations.

48

The Audit Committee is to apply the following standards when it reviews related party transactions for approval:

• Whether the transaction is on terms no less favorable to the Corporation than terms generally available with an unaffiliated third party under similar circumstances;

• The extent of the related person’s interest in the transaction; and

• ∙Other factors the committee deems appropriate.

For loan transactions, our written Regulation O Policy requires the Executive Committee to review and approve loan transactions with directors, executive officers and their related interests in accordance with the standards established by Federal Reserve Board Regulation O.

49

ITEM 12 — SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information known to UBS, as of July 18, 2022(1), with respect to the only persons to UBS’ knowledge, who may be beneficial owners of more than 5% of UBS’ Common Stock.

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership of Corporation Common Stock		Percentage of Outstanding Corporation Common Stock Owned
Philadelphia Municipal		71,667		8.53	%
Retirement System
2000 Two Penn Center
Philadelphia, Pennsylvania 19102
Greater Philadelphia Urban Affairs Coalition		47,500		5.65	%
1207 Chestnut Street, Floor 7
Philadelphia, PA 19107

(1)	As of July 18, 2022, there were 843,050 shares of UBS’ voting Common Stock outstanding.
(2)	UBS does not know of any person having or sharing voting power and/or investment power with respect to more than 5% of the UBS’ Common Stock other than Philadelphia Municipal Retirement System, Greater Philadelphia Urban Affairs Coalition, and the Estate of James F. Bodine.

The following table lists the beneficial ownership of shares of the UBS’ Common Stock as of July 18, 2022 for each of the UBS’ directors and executive officers. The table also shows the total number of shares of Common Stock ownership by the directors and executive officers of UBS as a group.

Name	Common Stock1,2,3		Percent of Outstanding Stock
Current Directors
L. Armstead Edwards		10,833		1.25	%
Marionette Y. Wilson (Frazier)		17,900		2.13	%
Ernest L. Wright		7,084	*
Bernard E. Anderson		850	*
David R. Bright		850	*
William B. Moore		1,834	*
Evelyn F. Smalls		500	*

Certain Executive Officers
Evelyn F. Smalls	500**		*
Brenda M. Hudson-Nelson		50	*
All Current Directors and Executive Officers as a Group		39,901		4.753	%

_________________

Footnotes Concerning Beneficial Ownership of Stock

*	Less than one percent.
**	Ms. Smalls is also a Director; see listing above.
(1)	Stock ownership information is given as of July 18, 2022 and includes shares that the individual has the right to acquire (other than by exercise of stock options) within sixty (60) days of July 18, 2022. Unless otherwise indicated, each director and each such named executive officer holds sole voting and investment power over the shares listed.
(2)	The number of shares “beneficially owned” in each case includes, when applicable, shares owned beneficially, directly or indirectly, by the spouse or minor children of the director, and shares owned by any other relatives of the director residing with the director. None of the directors holds title to any shares of UBS of record that such director does not own beneficially.
(3)	None of the common stock of directors and executive officers is pledged to secure a debt.

50

ITEM 13 — CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Some of our directors, executive officers, and members of their immediate families and the companies with which they are associated were our customers of and had banking transactions with us in the ordinary course of our business during the year 2018 all loans and commitments to lend were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons. In our opinion, the transactions and loan commitments did not involve more than normal risk of collectively or present other unfavorable features.

Our written Audit Committee Charter requires our Audit Committee to approve related party transactions. Our written Policy on Related Party Transactions establishes procedures for the Audit Committee’s review and approve of related party transactions other than excepted transactions and preapproved transactions. Transactions available to all employees generally, and transactions involving less than $120,000 when aggregated with all similar transactions in any calendar year, are excepted transactions. The following types of transactions are preapproved transactions:

- Compensation payable to directors or officers if reportable under Item 402 of the Commission’s Regulation S-K;

- Compensation payable to an immediate family member of another director or executive officer, if approved by the Executive Committee acting as the Compensation Committee;

- Transactions with another company (including charitable contributions, grants or endowments to a charitable organization) at which a related person’s only relationship is as an employee (other than executive officer), director or less than 10% owner, if the aggregate amount involved does not exceed $200,000 or 5% of that company’s total revenues; and

- Routine banking relationships that otherwise comply with banking laws and regulations.

The Audit Committee is to apply the following standards when it reviews related party transactions for approval:

- Whether the transaction is on terms no less favorable to the Corporation than terms generally available with an unaffiliated third party under similar circumstances;

- The extent of the related person’s interest in the transaction; and

- Other factors the committee deems appropriate.

For loan transactions, our written Regulation O Policy requires the Executive Committee to review and approve loan transactions with directors, executive officers and their related interests in accordance with the standards established by Federal Reserve Board Regulation O.

All of the members of the Board of Directors of UBS and the Bank, except Ms. Smalls, are independent and meet the requirements for independence of the NASDAQ Stock market.

51

ITEM 14—PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table presents the fees for each of the last two fiscal years for the UBS’ principal accountants by category:

	2018		2017
Audit Fees (1)	$	96,000	$	96,000
Audit-related fees		-		-
Tax fees (2)		9,000		12,500
All other fees		-		-
Total fees	$	105,000	$	108,500

Services Provided by S.R. Snodgrass P.C

1)	Audit Fees—These are fees for professional services performed by S.R. Snodgrass P.C. for 2018 and 2017, for the audit, including an audit of consolidated financial statements reporting, and review of financial statements included in our Form 10-Q and Form 10-K filings.
2)	Tax Fees—These are fees that were paid during 2018 for professional services performed by S.R. Snodgrass P.C. with respect to tax compliance and tax advice. This includes preparation of our tax returns, tax research and tax advice.

Our Audit Committee has considered whether the provision of the non-audit services is compatible with maintaining the independence of S.R. Snodgrass, P.C. and determined that to be the case.

Pre-approval of Services

The Audit Committee pre-approves all auditing services and permitted non-audit services (including the fees and terms thereof) to be performed for UBS by its independent auditor, subject to the minimus exceptions for non-audit services described in Section 10A (i) (1) (B) of the Exchange Act which are approved by the Committee prior to the completion of the audit. The Audit Committee may form and delegate authority to subcommittees consisting of one or more members when appropriate, including the authority to grant pre-approvals of audit and permitted non-audit services, provided that decisions of such subcommittee to grant pre-approvals shall be presented to the full Audit Committee at its next scheduled meeting. All services performed by the independent public accounting firm are approved by the Audit Committee.

52

PART IV

ITEM 15 — EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

The following documents are filed as part of this report of United Bancshares, Inc.

			Page
(a)	1.	Financial Statements of United Bancshares, Inc.
		Report of Independent Registered Public Accounting Firm.	56
		Consolidated Balance Sheets at December 31, 2018 and 2017.	57
		Consolidated Statements of Operations and Comprehensive Loss for the two years ended December 31, 2018.	58
		Consolidated Statements of Changes in Shareholders’ Equity for the two years ended December 31, 2018.	59
		Consolidated Statements of Cash Flows for the two years ended December 31, 2018.	60
		Notes to Consolidated Financial Statements	61
	2.	Financial Statement Schedules
		Financial Statement Schedules are omitted because the required information is either not applicable, not required or is shown in the respective financial statements or in the notes thereto.
	3.	The following Exhibits are filed herewith or incorporated by reference as a part of this Annual Report:

Exhibit Number		Item
(3(i))		Articles of Incorporation (Incorporated by reference to Registrant’s 1998 Form 10-K).
(3(ii))		Bylaws (Incorporated by reference to Registrant’s 1997 Form 10-K).
(9.1)		Voting Trust Agreement with NationsBank (Incorporated by reference to Registrant’s 1997 Form 10-K).
(9.2)		Voting Trust Agreement with Fahnstock (Incorporated by reference to Registrant’s 1997 Form 10-K).
(10)		Material Contracts
	a)	Lease for corporate headquarters office located at The Graham Building, 30 S. 15th Street, Suite 1200, Philadelphia, PA (Incorporated by reference to Registrant’s 2004 Form 10-K)
	b)	Lease for branch office located at 1620 Wadsworth Avenue(Incorporated by reference to Registrant’s 2002 Form 10-K)
	c)	Lease for branch office located at 1015 North Broad Street(Incorporated by reference to Registrant’s 2002 Form 10-K)
	d)	Evelyn F. Smalls’ Employment Agreement, dated November 1, 2004, (Incorporated by reference to Registrant’s 2005 Form 10-K)
	e)	Brenda Hudson-Nelson’s Employment Agreement, dated November 1, 2004, , (Incorporated by reference to Registrant’s 2005 Form 10-K)
	g)	Lease for Retail office located at The Graham Building, 30 S. 15th Street, Philadelphia, PA, , (Incorporated by reference to Registrant’s 2005 Form 10-K)

53

f)	Lease for branch office located at 1520 North Broad Street (Incorporated by reference to Registrant’s 2005 Form 10-K)
g)	First Amendment to lease for corporate headquarters office located at The Graham Building, 30 S. 15th Street, Suite 1200, Philadelphia, PA(incorporated by reference to Registrant’s 2009 Form 10-K)
h)	FDIC Stipulation and Consent to Issuance of a Consent Order(incorporated by reference to Registrant’s January 31, 2012 Form 8-K)
i)	FDIC Consent Order(incorporated by reference to Registrant’s January 31, 2012 Form 8-K)
j)	Pennsylvania Department of Banking Stipulation and Consent to Entry of Order(incorporated by reference to Registrant’s January 31, 2012 Form 8-K)
k)	Pennsylvania Department of Banking Consent Order(incorporated by reference to Registrant’s March 5, 2012 Form 8-K/A)
l)	Second Amendment to the lease for the corporate and retail offices located at The Graham Building, 30 S. 15th Street, Suite 1200, Philadelphia, PA(incorporated by reference to Registrant’s August 14, 2013 Form 10-Q)
m)	Certificate of Designation, Preferred Stock, Series B

(11)	Statement of Computation of Earnings Per Share. Included at Note 17 of the Financial Statements hereof.
(12)	Statement of Computation of Ratios. Included at Note 17 of the Financial Statements hereof.
(14)	Code of Conduct and Ethics (Incorporated by reference to Registrant’s 2004 10-K)
(21)	Subsidiaries of Registrant
	Name		State of Incorporation
	United Bank of Philadelphia		Pennsylvania
(31)	Certification of the Annual Report
	(31.1) Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	(31.2) Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
(32)	Certification Pursuant to issue of Section 1350
	(A)	Exhibit 32.1
		Certification Pursuant to 18U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Chief Executive Officer attached hereto as Exhibit 99.1.
	(B)	Exhibit 32.2
		Certification Pursuant to 18U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Chief Financial Officer attached hereto as Exhibit 99.2.
(99)	Supplemental Information
	(A)	The Annual Report to Shareholders and Proxy material will be furnished after the filing of Form 10-K. Copies of these materials will be submitted to the Commission when they are sent to the shareholders.

54

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized

UNITED BANCSHARES, INC.	DATE
/s/ Evelyn F. Smalls	July 18, 2022
Evelyn F. Smalls, President & CEO, Director
/s/ Brenda M. Hudson-Nelson	July 18, 2022
Brenda M. Hudson-Nelson, EVP, CFO
/s/ L. Armstead Edwards	July 18, 2022
L. Armstead Edwards, Chairman, Director
/s/ Marionette Y. Wilson(Frazier)	July 18, 2022
Marionette Y. Wilson(Frazier), Secretary, Director
/s/ William B. Moore	July 18, 2022
William B. Moore, Secretary, Vice Chairman, Director
/s/ Bernard E. Anderson	July 18, 2022
Bernard E. Anderson, Director
/s/ David R. Bright	July 18, 2022
David R. Bright, Director
/s/ Ernest L. Wright	July 18, 2022
Ernest L. Wright, Director

55

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of United Bancshares, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of United Bancshares, Inc. and subsidiary (the “Company”) as of December 31, 2018 and 2017; the related consolidated statements of operations and comprehensive income, changes in shareholders’ equity, and cash flows for the years then ended; and the related notes to the consolidated financial statements (collectively, the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2018 and 2017, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company, in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

We have served as the Company’s auditor since 2018.

/s/ S.R. Snodgrass, P.C.

Cranberry Township, Pennsylvania

July 18, 2022

S.R. Snodgrass, P.C. ● 2009 Mackenzie Way, Suite 340 ● Cranberry Township, Pennsylvania 16066 ● Phone: 724-934-0344 ● Fax: 724-934-0345

56

UNITED BANCSHARES, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

December 31,

Assets:	2018			2017
Cash and due from banks	$	2,003,085		$	2,075,258
Interest-bearing deposits with banks		3,360,937			311,995
Federal funds sold		3,074,021			9,284,000
Cash and cash equivalents		8,438,043			11,671,253
Investment securities, available-for-sale, at fair value		4,580,610			5,144,707
Loans held for sale, at fair value		10,072,777			10,297,168
Loans held at fair value		5,420,004			4,450,901
Loans, net of unearned discounts and deferred fees		20,542,863			25,725,700
Less allowance for loan losses		(278,095	)		(179,949	)
Net loans		20,264,768			25,545,751
Bank premises and equipment, net		163,124			303,298
Accrued interest receivable		152,953			153,415
Other real estate owned		391,571			626,071
Servicing asset		313,489			319,368
Prepaid expenses and other assets		397,284			496,935
Total assets	$	50,194,623		$	59,008,867
Liabilities and Shareholders’ Equity
Liabilities:
Demand deposits, noninterest-bearing	$	16,216,607		$	19,606,017
Demand deposits, interest-bearing		13,599,641			15,004,238
Savings deposits		10,589,054			11,505,417
Time deposits, under $250,000		3,467,732			4,331,306
Time deposits, $250,000 and over		4,399,159			5,008,276
Total deposits		48,272,193			55,455,254
Accrued interest payable		17,376			13,939
Accrued expenses and other liabilities		145,308			259,152
Total liabilities		48,434,877			55,728,345
Shareholders’ equity:
Series A preferred stock, noncumulative, 6%, $0.01 par value, 500,000 shares authorized; 99,342 issued and outstanding	993			993
Series B preferred stock, noncumulative, 7%, $0.01 par value, 7,000 shares authorized; 1,850 issued	18			18
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			15,677,626
Accumulated deficit		(13,834,625	)		(12,348,988	)
Accumulated other comprehensive loss		(92,535	)		(57,396	)
Total shareholders’ equity		1,759,746			3,280,522
Total liabilities and shareholders’ equity	$	50,194,623		$	59,008,867

See accompanying notes to the consolidated financial statements.

57

UNITED BANCSHARES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

Years ended December 31,

	2018			2017
Interest income:
Interest and fees on loans	$	2,380,364		$	2,313,675
Interest on investment securities		114,793			122,083
Interest on federal funds sold		134,276			103,975
Interest on interest-bearing deposits with other banks		49,781			778
Total interest income		2,679,214			2,540,511
Interest expense:
Interest on time deposits		46,474			40,042
Interest on demand deposits		25,783			25,786
Interest on savings deposits		5,570			5,853
Total interest expense		77,827			71,681
Net interest income		2,601,387			2,468,830
Provision (credit) for loan losses		317,000			(82,000	)
Net interest income after provision (credit) for loan losses		2,284,387			2,550,830
Noninterest income:
Customer service fees		408,843			396,731
ATM fee income		101,174			119,561
Loan syndication fee income		150,000			154,402
Net loss on sale of other real estate		(11,588	)		-
Net change in fair value of financial instruments		(636,945	)		337,567
Gain on sale of loans		365,723			387,177
Other income		130,754			95,858
Total noninterest income		507,961			1,491,296
Noninterest expense:
Salaries, wages and employee benefits		1,536,971			1,580,068
Occupancy and equipment		973,223			995,985
Office operations and supplies		256,786			327,032
Marketing and public relations		29,801			23,468
Professional services		215,333			189,875
Data processing		414,051			400,120
Loan and collection costs		196,794			194,783
Other real estate owned, net		47,134			78,730
Deposit insurance assessments		97,000			95,965
Other operating		510,892			475,526
Total noninterest expense		4,277,985			4,361,552
Net loss before income taxes		(1,485,637	)		(319,426	)
Provision for income taxes		-			-
Net loss	$	(1,485,637	)	$	(319,426	)
Net loss per common share—basic and diluted	$	(1.80	)	$	(0.39	)
Weighted average number of common shares		826,921			826,921
Comprehensive Loss
Net loss	$	(1,485,637	)	$	(319,426	)
Unrealized (losses) gains on available for sale securities, net of tax		(35,139	)		15,033
Total comprehensive loss	$	(1,520,776	)	$	(304,393	)

See accompanying notes to the consolidated financial statements.

58

UNITED BANCSHARES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

Years ended December 31, 2018 and 2017

																		Accumulated
													Additional					Other			Total
	Series A preferred stock				Series B preferred stock				Common stock				paid-in		Accumulated			Comprehensive			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
Net loss		-		-		-		-		-		-		-		(319,426	)		-			(319,426	)
Other comprehensive loss,  net of tax		-		-		-		-		-		-		-		-			15,033			15,033
Effect of adoption of ASU  2018-02		-		-		-		-		-		-		-		8,719			(8,719	)		-
Issuance of Series B Preferred  Stock						1,850		18						924,982		-			-			925,000
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		-		-		-		-		-		-		-		(1,485,637	)		-			(1,485,637	)
Other comprehensive loss,  net of tax		-		-		-		-		-		-		-		-			(35,139	)		(35,139	)
Balance at December 31, 2018		99,342	$	993		1,850	$	18		826,921	$	8,269	$	15,677,626	($13,834,625)			$	(92,535	)	$	1,759,746

See accompanying notes to the consolidated financial statements.

59

UNITED BANCSHARES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

Years ended December 31,

	2018			2017
Cash flows from operating activities:
Net loss	$	(1,485,637	)	$	(319,426	)
Adjustments to reconcile net loss to net cash used in operating activities:
Provision (credit) for loan losses		317,000			(82,000	)
Net loss on sale of other real estate		11,588			-
Gain on sale of loans		(365,723	)		(387,177	)
Amortization of premiums on investments		6,843			9,594
Depreciation on fixed assets		160,261			185,882
Write-down of other real estate owned		5,000			4,972
Loans originated for sale		(4,868,111	)		(4,763,580	)
Proceeds from sale of loans held-for-sale		3,852,177			2,741,378
Amortization of servicing asset		91,336			50,154
Net change in fair value of financial instruments		636,945			(337,567	)
Increase (decrease) in accrued interest receivable and other assets		14,656			(159,465	)
Decrease in accrued interest payable and other liabilities		(110,407	)		(37,199	)
Net cash used in operating activities		(1,734,072	)		(3,094,434	)
Cash flows from investing activities:
Purchase of available-for-sale investment securities		(2,489	)		-
Proceeds from maturities, calls and principal reductions of available-for-sale investment securities		524,604			446,293
Net decrease in loans		4,963,983			887,184
Proceeds from sale of other real estate owned		217,912			-
Purchase of bank premises and equipment		(20,087	)		(108,709	)
Net cash provided by investing activities		5,683,923			1,224,768
Cash flows from financing activities:
Net (decrease) increase in deposits		(7,183,061	)		4,813,088
Proceeds from sale of preferred stock		-			925,000
Net cash (used in) provided by financing activities		(7,183,061	)		5,738,088
Net (decrease) increase in cash and cash equivalents		(3,233,210	)		3,868,422
Cash and cash equivalents at beginning of year		11,671,253			7,802,831
Cash and cash equivalents at end of year	$	8,438,043		$	11,671,253
Supplemental disclosure of cash flow information:
Cash paid during the year for interest	$	74,391		$	68,739
Noncash transfer of loans to other real estate owned	$	-		$	183,672

See accompanying notes to the consolidated financial statements.

60

UNITED BANCSHARES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2018 and 2017

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

United Bancshares, Inc. (“the Company”) is the holding company for United Bank of Philadelphia (the “Bank”). The Company was incorporated under the laws of the Commonwealth of Pennsylvania on April 8, 1993 and provides financial services through the Bank.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, the Bank. All significant intercompany transactions and balances have been eliminated.

Management’s Use of Estimates

The preparation of the financial statements 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 for sale, and 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.

Marketing and Advertising

Marketing and advertising costs are expensed as incurred.

Statement of Cash Flows

For purposes of reporting cash flows, cash and cash equivalents include cash on hand, amounts due from banks, interest bearing deposits with banks that mature within 90 days and federal funds sold on an overnight basis. Changes in loans made to and deposits received from customers are reported on a net basis.

Securities

Bonds, notes, and debentures for which the Company has both the positive intent and ability to hold to maturity are classified as held-to-maturity and carried at cost, adjusted for premiums and discounts that are recognized in interest income using the interest method over the period to maturity.Investment securities that would be held for indefinite periods of time but not necessarily to maturity, including securities that would be used as part of the Bank’s asset/liability management strategy and possibly sold in response to changes in interest rates, prepayments and similar factors are classified as “Available for Sale.” These securities are carried at fair value, with any temporary unrealized gains or losses reported as a separate component of other comprehensive loss, net of the related income tax effect. Gains and losses on the sale of such securities are accounted for on the specific identification basis in the statements of operations on the trade date.

If transfers between the available-for-sale and held-to-maturity portfolios occur, they are accounted for at fair value and unrealized holding gains and losses are accounted for at the date of transfer. For securities transferred to available-for-sale from held-to-maturity, unrealized gains and losses as of the date of the transfer are recognized in accumulated other comprehensive loss as a separate component of shareholders’ equity. For securities transferred into the held-to-maturity portfolio from available-for-sale, unrealized gains and losses as of the date of the transfer continue to be reported in accumulated other comprehensive loss, and are amortized over the remaining life of the security as an adjustment to its yield, consistent with amortization of the premium or accretion of the discount.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

December 31, 2018 and 2017

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

Management evaluates securities for other-than-temporary impairment at least on a quarterly basis, and more frequently when economic or market concern warrants such evaluation. Declines in the fair value of individual debt securities below their cost that are deemed to be other than temporary result in write-downs of the individual securities to their fair value. Debt securities that are deemed to be other-than-temporarily impaired are reflected in earnings as realized losses to the extent impairment is related to credit losses. The amount of the impairment for debt securities related to other factors is recognized in other comprehensive loss. In evaluating whether impairment is temporary or other-than-temporary, management first considers whether the Bank intends to sell the security or it is more-likely-than-not that the Bank will be required to sell the security prior to recovery. In these circumstances, the loss is determined to be other-than-temporary and the difference between the security’s fair value and its amortized cost is reflected as a loss in the statement of operations. If management does not intend to sell the security and likely will not be required to sell the security prior to forecasted recovery, management evaluates whether it expects to recover the entire amortized cost of the debt security or if there is a credit loss. In evaluating whether there is a credit loss, management considers various qualitative factors which include (1) the length of time and the extent to which the fair value has been less than cost, (2) the reasons for the decline in the fair value, and (3) the financial position and access to capital of the issuer, including the current and future impact of any specific events. If, based on an analysis of these factors, management concludes that there is a credit loss, then management calculates the expected cash flows and records a loss in earnings equal to the difference between the amortized cost of the debt security and the expected present value of cash flows. The portion of the decline in fair value that is due to factors other than credit loss is recognized in other comprehensive loss. No investment securities held by the Bank as of December 31, 2018 and 2017 were subjected to a write-down due to credit related other-than-temporary impairment. Interest income from securities adjusted for the amortization of premiums and accretion of discounts is recognized in interest income using the interest method over the contractual lives of the related securities. Realized gains and losses, determined using the amortized cost value of the specific securities sold, are included in noninterest income in the statement of operations.

Transfers of Financial Assets

Transfers of financial assets are accounted for as sales when all the components meet the definition of a participating interest and when control over the assets has been surrendered. A participating interest generally represents (1) a proportionate (pro rata) ownership interest in an entire financial assets, (2) a relationship where from the date of transfer all cash flows received from the entire financial asset are divided proportionately among the participating interest holders in an amount equal to their share of ownership, (3) the priority of cash flows has certain characteristics, including no reduction in priority, subordination of interest, or recourse to the transferor other than standard representation or warranties, and (4) no party has the right to pledge or exchange the entire financial asset unless all participating interest holders agree to pledge or exchange the entire financial asset. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Bank, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and (3) the Bank does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity.

Loans Held for Sale

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 fair value based on a loan-by-loan valuation using actual market bids for the specific loans held or for loan sales for similar assets in the marketplace that have occurred near the valuation date. 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.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

December 31, 2018 and 2017

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

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 cash flows 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 which is based primarily on the risk spread to LIBOR spot curve.

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.

Non-accrual and Past Due Loans

Loans are considered past due if the required principal and interest payments have not been received 30 days as of the date such payments were due. The Bank generally places a loan on non-accrual status when interest or principal is past due 90 days or more. If it otherwise appears doubtful that the loan will be repaid, management may place the loan on nonaccrual status before the lapse of 90 days. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured. Cash payments on nonaccrual loans are applied as principal payments.

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. An allowance for loan losses is not calculated for loans held for sale or carried at fair value.

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.

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December 31, 2018 and 2017

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

A loan is considered impaired when, based on current information and events, it is probable that the Bank will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed. The Bank will identify and assess loans that may be impaired through any of the following processes:

· During regularly scheduled meetings of the Asset Quality Committee

· During regular reviews of the delinquency report

· During the course of routine account servicing, annual review, or credit file update

· Upon receipt of verifiable evidence of a material reduction in the value of collateral to a level that creates a less than desirable 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.

Bank Premises and Equipment

Bank premises and equipment are stated at cost less accumulated depreciation. Depreciation is computed on the straight-line method over the estimated useful lives of the assets. Amortization of leasehold improvements is computed over the shorter of the related lease term or the useful life of the assets.

Income Taxes

The liability method is used in accounting for income taxes. Deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Realization of deferred tax assets is dependent on generating sufficient taxable income in the future. The Tax Cuts and Jobs Act, enacted on December 22, 2017, lowered the federal corporate income tax rate from 35% to 21% effective January 1, 2018. As a result, the carrying value of net deferred tax assets was reduced which increased income tax expense by $1,551,000 in 2017 but also reduced the valuation allowance against the net deferred tax assets by the same amount, therefore, there was no net effect on income tax expense.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

December 31, 2018 and 2017

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

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. It is the Bank’s policy to recognize interest and penalties related to unrecognized tax liabilities within income tax expense in the statement of operations.

The Bank does not have an accrual for uncertain tax positions as of December 31, 2018 or 2017, as deductions taken and benefits accrued are based on widely understood administrative practices and procedures and are based on clear and unambiguous tax law.

Income (Loss) Per Share (“EPS”)

Basic EPS excludes dilution and is computed by dividing income (loss) available to common shareholders by the weighted average common shares outstanding during the period. Diluted EPS takes into account the potential dilution that could occur if securities or other contracts to issue common stock were exercised and converted into common stock.

Off-Balance-Sheet Financial Instruments

In the ordinary course of business, the Bank has entered into off-balance-sheet financial instruments consisting of commitments to extend credit and letters of credit. Such financial instruments are recorded in the financial statements when they become payable.

Other Real Estate Owned

Real estate properties acquired through, or in lieu of, loan foreclosure are to be sold and are initially recorded at fair value, net of estimated cost to sell, at the date of foreclosure, establishing a new cost basis. After foreclosure, valuations are periodically performed by management, and the real estate is carried at the lower of carrying amount or fair value less the cost to sell. Revenue and expenses from operations and changes in valuation subsequent to the initial foreclosure are charged to operations.

Segments

The Company has one reportable segment, “Community Banking.” All of the Company’s activities are interrelated, and each activity is dependent and assessed based on how each of the activities of the Company supports the other. For example, commercial lending is dependent upon the ability of the Bank to fund it with retail deposits and other borrowings and to manage interest rate and credit risk. This situation is also similar for consumer and residential mortgage lending. Accordingly, all significant operating decisions are based upon analysis of the Company as one operating segment or unit.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

December 31, 2018 and 2017

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

Reclassifications

Certain reclassifications have been made to the prior years’ financial statements to conform to the 2018 presentation, with no impact on earnings or shareholders’ equity.

Comprehensive Loss

Comprehensive income (loss) includes net income (loss) as well as certain other items that result in a change to equity during the period. The components of accumulated other comprehensive loss are as follows:

	December 31, 2018
(in 000’s)	Before tax			Tax		Net of tax
	amount			Benefit		Amount
Beginning balance	$	(73	)	$	16	$	(57	)
Unrealized loss on securities		(44	)		9		(35	)
Other comprehensive loss, net		(44	)		9		(35	)
Ending balance	$	(117	)	$	25	$	(92	)

	December 31, 2017
(in 000’s)	Before tax			Tax			Net of tax
	amount			Benefit			Amount
Beginning balance	$	(96	)	$	33		$	(63	)
Unrealized gain on securities		23			(8	)		15
Reclassification due to adoption of ASU 2018-02		-			(9	)		(9	)
Other comprehensive loss, net		23			(17	)		6
Ending balance	$	(73	)	$	16		$	(57	)

Effect of the Adoption of Accounting Standards

Effective January 1, 2018, the Company adopted ASU 2014-09, Revenue from Contracts with Customers — Topic 606 and all subsequent ASUs that modified ASC 606. The standard required a company to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers at the time the transfer of goods or services takes place. The Company completed an assessment of revenue streams and review of the related contracts potentially affected by the new standard and concluded that ASU 2014-09 did not materially change the method in which it recognizes revenue. Therefore, implementation of the new standard had 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 9.

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

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December 31, 2018 and 2017

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

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 did not 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 affected 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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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

December 31, 2018 and 2017

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

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 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.

In January 2020, the FASB issued ASU 2020-4, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, March 2020, to provide temporary optional expedients and exceptions to the U.S. GAAP guidance on contract modifications to ease the financial reporting burdens of the expected market transition from LIBOR to alternative reference rates, such as Secured Overnight Financing Rate. Entities can elect not to apply certain modification accounting requirements to contracts affected by what the guidance calls reference rate reform, if certain criteria are met. An entity that makes this election would not have to remeasure the contracts at the modification date or reassess a previous accounting determination. The amendments in this ASU are effective for all entities upon issuance through December 31, 2022. The Company has identified its LIBOR exposure across product categories and is analyzing the risks associated with the LIBOR transition. However, it is too early to predict whether a new rate index replacement and the adoption of this ASU will have a material impact on the Company’s financial statements.

In October 2020, the FASB issued ASU 2020-08, Codification Improvements to Subtopic 310-20, Receivables – Nonrefundable Fees and Other Costs, which clarifies that, for each reporting period, an entity should reevaluate whether a callable debt security is within the scope of ASC 310-20-35-33. For public business entities, ASU 2020-08 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early application is not permitted. For all other entities, ASU 2020-08 is effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. This Update is not expected to have a significant impact on the Company’s financial statements.

In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848), which provides optional temporary guidance for entities transitioning away from the London Interbank Offered Rate (LIBOR) and other interbank offered

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

December 31, 2018 and 2017

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

rates (IBORs) to new references rates so that derivatives affected by the discounting transition are explicitly eligible for certain optional expedients and exceptions within Topic 848. ASU 2021-01 clarifies that the derivatives affected by the discounting transition are explicitly eligible for certain optional expedients and exceptions in Topic 848. ASU 2021-01 is effective immediately for all entities. Entities may elect to apply the amendments on a full retrospective basis as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or on a prospective basis to new modifications from any date within an interim period that includes or is subsequent to the date of the issuance of a final update, up to the date that financial statements are available to be issued. The amendments in this update do not apply to contract modifications made, as well as new hedging relationships entered into, after December 31, 2022, and to existing hedging relationships evaluated for effectiveness for periods after December 31, 2022, except for certain hedging relationships existing as of December 31, 2022, that apply certain optional expedients in which the accounting effects are recorded through the end of the hedging relationship. This Update is not expected to have a significant impact on the Company’s financial statements.

2. CASH AND DUE FROM BANK BALANCES

The Bank maintains various deposit accounts with other banks to meet normal fund transaction requirements and to compensate other banks for certain correspondent services. The withdrawal or usage restrictions of these balances did not have a significant impact on the operations of the Bank as of December 31, 2018. Required reserve balances were $100,000 as of December 31, 2018 and 2017.

3. INVESTMENTS

The amortized cost, gross unrealized holding gains and losses, and estimated fair value of the investment securities by major security type at December 31, 2018 and 2017 are as follows:

(in $000)	2018
			Gross		Gross
	Amortized		Unrealized		unrealized			Fair
	Cost		Gains		losses			Value
U.S. Government agency securities	$	2,349	$	-	$	(72	)	$	2,277
Government Sponsored Enterprises residential mortgage-backed securities		2,349		9		(54	)		2,304
	$	4,698	$	9	$	(126	)	$	4,581

	2017
			Gross		Gross
	Amortized		Unrealized		unrealized			Fair
	Cost		Gains		losses			Value
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

Upon the adoption of ASU 2016-01, the balance of money market funds was reclassified into cash and cash equivalents on the Consolidated Balance Sheet.

In 2018 and 2017, no securities were called. There were no sales of securities in 2018 and 2017.

The table below indicates the length of time individual securities have been in a continuous unrealized loss position at

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December 31, 2018 and 2017

3. INVESTMENTS - Continued

December 31, 2018 (in thousands):

	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	$	-	$	-		$	2,277	$	(72	)	$	2,277	$	(72	)
Mortgage backed
Securities		14		718		(10	)		1,299		(44	)		2,017		(54	)
Total temporarily
impaired investment
Securities		21	$	718	$	(10	)	$	3,576	$	(116	)	$	4,294	$	(126	)

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

	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	)
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	)

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 rate changes. The contractual terms of those investments do not permit the issuer to settle the securities at a price less than the amortized cost bases of the investments. Because the Company does not intend to sell the investments and it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost basis, which may be maturity, the Company does not consider those investments to be other-than-temporarily impaired at December 31, 2018 and 2017.

Residential Government Sponsored Enterprise Mortgage-Backed Securities. Unrealized losses on the Company’s investment in government sponsored enterprise mortgage-backed securities were caused by market rate changes. The Company purchased those investments at a discount relative to their face amount, and the contractual cash flows of those investments are guaranteed by an agency of the U.S. government. Accordingly, it is expected that the securities would not be settled at a price less than the amortized cost bases of the Company’s investments. Because the decline in fair value is attributable to changes in interest rates and not credit quality, and because the Company does not intend to sell the investments and it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost bases, which may be maturity, the Company does not consider those investments to be other-than-temporarily impaired at December 31, 2018 and 2017.

The Company has a process in place to identify debt securities that could potentially have a credit impairment that is other than temporary. This process involves monitoring late payments, pricing levels, downgrades by rating agencies, key financial ratios, financial statements, revenue forecasts and cash flow projections as indicators of credit issues. On a quarterly basis, we review all securities to determine whether an other-than-temporary decline in value exists and whether losses should be recognized. 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:

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December 31, 2018 and 2017

3. INVESTMENTS - Continued

(1) the extent and length of time the fair value has been below cost; (2) the reasons for the decline in value; (3) the financial position and access to capital of the issuer, including the current and future impact of any specific events and (4) for fixed maturity securities, our intent to sell a security or whether it is more likely than not we will be required to sell the security before the recovery of its amortized cost which, in some cases, may extend to maturity and for equity securities, our ability and intent to hold the security for a period of time that allows for the recovery in value.

Maturities of investment securities at December 31, 2018 were as follows. Expected maturities may differ from contractual maturities because the underlying mortgages supporting mortgage backed securities may be prepaid without any penalties. Consequently, mortgage-backed securities are not presented by maturity category.

(In 000’s)	Amortized		Fair
	Cost		Value
Due in one year	$	-	$	-
Due after one year through five years		2,349		2,277
Due after five years through ten years		-		-
Government-sponsored enterprises residential mortgage-backed securities		2,349		2,304
	$	4,698	$	4,581

As of December 31, 2018 and 2017, investment securities with a carrying value of $3,668,000 and $4,297,000, respectively, were pledged as collateral to secure public deposits and contingent borrowing at the Federal Reserve Discount Window

4. LOANS AND ALLOWANCE FOR LOAN LOSSES

The composition of the net loans is as follows:

	December 31,			December 31,
(In 000’s)	2018			2017
Commercial and industrial:
Commercial	$	1,055		$	909
SBA loans		18			19
Asset-based		472			870
Total commercial and industrial		1,545			1,798
Commercial real estate:
Commercial mortgages		9,532			11,671
SBA loans		248			669
Construction		-			419
Religious organizations		7,257			8,630
Total commercial real estate		17,038			21,389
Consumer real estate:
Home equity loans		628			641
Home equity lines of credit		15			17
1-4 family residential mortgages		583			1,071
Total consumer real estate		1,226			1,729
Consumer and other:
Student loans		622			700
Other		112			109
Total consumer and other		734			809
Allowance for loan losses		(278	)		(180	)
Loans, net	$	20,265		$	25,545

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December 31, 2018 and 2017

4. LOANS AND ALLOWANCE FOR LOAN LOSSES - Continued

At December 31, 2018 there was no unearned discount. At December 31, 2017, the unearned discount totaled $10,858, and is included in the related loan accounts.

Loan Origination/Risk Management. The Bank has lending policies and procedures in place to maximize loan income within an acceptable level of risk. Management reviews and approves these policies and procedures on a regular basis. A reporting system supplements the review process by providing management with periodic reports related to loan origination, asset quality, concentrations of credit, loan delinquencies and non-performing and emerging problem loans. Diversification in the portfolio is a means of managing risk with fluctuations in economic conditions.

Commercial and industrial loans are underwritten after evaluating and understanding the borrower’s ability to operate prudently to service the projected debt. Once it is determined that the borrower’s management possesses sound ethics and solid business acumen, the Bank’s management examines current and projected cash flows to determine the ability of the borrower to repay their obligations as agreed. Commercial and industrial loans are primarily based on the identified cash flows of the borrower and secondarily on the underlying collateral provided by the borrower. The cash flows of borrowers, however, may not be as expected and collateral securing these loans may fluctuate in value. Most commercial and industrial loans are secured by the assets being financed or other business assets such as accounts receivable. The Bank may also seek credit enhancements for commercial and industrial loans from the Small Business Administration, Department of Transportation or other available programs. Generally, the Bank utilizes an advance formula for loans secured by eligible accounts receivable and other available programs to mitigate risk.

Commercial real estate loans are subject to underwriting standards and processes similar to commercial and industrial loans. These loans are viewed as cash flow loans first and secondarily as loans secured by real estate. Commercial real estate loans typically have higher principal amounts and the repayment of these loans is dependent on the successful operation of property securing the loan or business conducted on the property securing the loan. Commercial real estate loans may be more adversely affected by conditions in the real estate markets or in the general economy. The Bank tracks the level of owner occupied versus nonowner-occupied loans. Typically, owner-occupied real estate loans represent less risk for the Bank.

The Bank’s commercial real estate loans are largely concentrated in loans to religious organizations. These loans are generally made to these organizations are primarily for expansion and repair of church facilities (construction loans). The source of repayment is viewed as cash flow from tithes and offerings and secondarily as loans secured by real estate.

The Bank’s construction lending has primarily involved lending for construction of commercial properties although the Bank does lend funds for construction of single-family residences. Construction loans are underwritten utilizing feasibility studies, independent appraisals, analysis of lease rates, and the financial analysis of the developers and property owners. Construction loans are generally based upon estimates of costs and value associated with the complete project. These estimates can be inaccurate. Construction loans often involve the disbursement of substantial funds with repayment substantially dependent on the success of the ultimate project. Loan proceeds are disbursed during the construction phase according to a draw schedule based on the stage of completion. Construction projects are inspected by contracted inspectors or bank personnel. These loans are considered to have higher risks than other real estate loans due to their ultimate repayment being sensitive to interest rate changes, regulations of real property, general economic conditions and the availability of long-term financing.

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December 31, 2018 and 2017

4. LOANS AND ALLOWANCE FOR LOAN LOSSES - Continued

Consumer loans are underwritten after an analysis of the borrower’s past and present financial information including credit score, personal financial statements, tax returns and other information deemed necessary to calculate debt service ratios that determine the ability of a borrower to repay the loan. Minimum debt service ratios have been established by policy. Underwriting standards for home equity loans are also heavily influenced by statutory requirements, which include, but are not limited to, a maximum loan-to-value percentage of 80% and documentation requirements.

The Bank performs an annual loan review by an independent third-party firm that reviews and validates the credit risk program. The results of these reviews are presented to the board and management. The loan review process reinforces the risk identification and assessment decisions made by lenders and credit administration personnel, as well as the Bank’s policies and procedures.

Concentrations of Credit. The Bank’s loan portfolio is concentrated in commercial real estate and commercial and industrial loans. Approximately $16.2 million of these loans are secured by owner occupied commercial real estate as of December 31, 2018. The Bank continues to have a significant concentration in lending to religious organizations for which total loans at December 31, 2018 were $7.3 million, or 35%, of the loan portfolio.

Related Party Loans. In the ordinary course of business, the Bank granted loans to certain directors, executive officers and their affiliates (collectively referred to as “related parties”). These loans were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other unaffiliated persons and do not involve more than normal risk of collectability. Disaffiliations include directors who do not stand for re-election and are no longer affiliated with the Bank. Activity in related party loans is presented in the following table.

	2018			2017
Balance outstanding at December 31,	$	679,612		$	866,934
Principal additions (affiliations)		-			-
Disaffiliations		-			-
Principal reductions		(224,288	)		(187,322	)
Balance outstanding at December 31,	$	455,324		$	679,612

Non-accrual and Past Due Loans. Loans are considered past due if the required principal and interest payments have not been received 30 days as of the date such payments were due. The Bank generally places a loan on non-accrual status when interest or principal is past due 90 days or more unless the loan is well secured and in the process of collection. If it otherwise appears doubtful that the loan will be repaid, management may place the loan on nonaccrual status before the lapse of 90 days. Interest on loans past due 90 days or more ceases to accrue except for loans that are well collateralized and in the process of collection. When a loan is placed on nonaccrual status, previously accrued and unpaid interest is reversed out of income. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

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December 31, 2018 and 2017

4. LOANS AND ALLOWANCE FOR LOAN LOSSES - Continued

An age analysis of past due loans, segregated by class of loans, as of December 31, 2018 is as follows:

(In 000’s)
			Accruing
	Loans		Loans 90 or
	30-89 Days		More Days				Total Past		Current
	Past Due		Past Due		Nonaccrual		Due Loans		Loans		Total Loans
Commercial and industrial:
Commercial	$	-	$	-	$	-	$	-	$	1,055	$	1,055
SBA loans		-		-		18		18		-		18
Asset-based		-		-		76		76		396		472
Total commercial and industrial		-		-		94		94		1,451		1,545
Commercial real estate:
Commercial mortgages		-		45		902		947		8,585		9,532
SBA loans		-		-		69		69		179		248
Construction		-		-		-		-		-		-
Religious organizations		-		-		179		179		7,078		7,257
Total commercial real estate		-		45		1,150		1,195		15,843		17,038
Consumer real estate:
Home equity loans		-		150		281		431		197		628
Home equity lines of credit		-		-		-		-		15		15
1-4 family residential mortgages		-		-		85		85		498		583
Total consumer real estate		-		150		366		516		710		1,226
Consumer and other:
Student loans		14		57		-		71		551		622
Other		1		-		-		1		111		112
Total consumer and other		15		57		-		72		662		734
Total loans	$	15	$	252	$	1,661	$	1,928	$	18,615	$	20,543

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December 31, 2018 and 2017

4. LOANS AND ALLOWANCE FOR LOAN LOSSES - Continued

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

(In 000’s)
			Accruing
	Loans		Loans 90 or
	30-89 Days		More Days				Total Past		Current
	Past Due		Past Due		Nonaccrual		Due Loans		Loans		Total Loans
Commercial and industrial:
Commercial	$	-	$	-	$	-	$	-	$	909	$	909
SBA loans		-		-		-		-		19		19
Asset-based		-		-		76		76		794		794
Total commercial and industrial		-		-		76		76		1,722		1,798
Commercial real estate:
Commercial mortgages		50		208		935		1,193		10,478		11,671
SBA loans		-		-		81		81		588		669
Construction		-		-		-		-		419		419
Religious organizations		-		-		187		187		8,443		8,630
Total commercial real estate		50		208		1,203		1,461		19,928		21,389
Consumer real estate:
Home equity loans		38		123		289		450		191		641
Home equity lines of credit		-		-		-		-		17		17
1-4 family residential mortgages		64		-		48		112		959		1,071
Total consumer real estate		102		123		337		561		1,168		1,729
Consumer and other:
Student loans		32		55		-		87		613		700
Other		6		1		-		7		102		109
Total consumer and other		38		56		-		94		715		809
Total loans	$	190	$	387	$	1,616	$	2,192	$	23,533	$	25,725

Impaired Loans. The Bank identifies a loan as impaired when it is probable that interest and principal will not be collected according to the contractual terms of the loan agreement. The Bank recognizes interest income on impaired loans under the cash basis when the collateral on the loan is sufficient to cover the outstanding obligation to the Bank. If these factors do not exist, the Bank will record interest payments on the cost recovery basis.

In accordance with guidance provided by ASC 310-10, Accounting by Creditors for Impairment of a Loan, management employs one of three methods to determine and measure impairment: the Present Value of Future Cash Flow Method; the Fair Value of Collateral Method; or the Observable Market Price of a Loan Method. To perform an impairment analysis, the Company reviews a loan’s internally assigned grade, its outstanding balance, guarantors, collateral, strategy, and a current report of the action being implemented. Based on the nature of the specific loans, one of the impairment methods is chosen for the respective loan and any impairment is determined, based on criteria established in ASC 310-10.

The Company records partial charge-offs of impaired loans when the impairment is deemed permanent and is considered a loss. To date, these charge-offs have only included the unguaranteed portion of Small Business Administration (“SBA”) loans. Specific reserves are allocated to cover “other-than-permanent”impairment for which the underlying collateral value may fluctuate with market conditions. In 2018 and 2017, the Bank made partial charge-offs totaling approximately $18,000 and $52,000, respectively, related several impaired commercial real estate loans. Consumer real estate and other loans are not individually evaluated for impairment, but collectively evaluated, because they are pools of smaller balance homogeneous loans.

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December 31, 2018 and 2017

4. LOANS AND ALLOWANCE FOR LOAN LOSSES - Continued

Year-end 2018 impaired loans are set forth in the following table.

(In 000’s)
	Unpaid Contractual		Recorded Investment		Recorded Investment		Total				Average		Interest recognized
	Principal		With No		With		Recorded		Related		Recorded		on impaired
	Balance		Allowance		Allowance		Investment		Allowance		Investment		loans
Commercial and industrial:
Commercial	$	213	$	-	$	213	$	213	$	81	$	213	$	2
SBA		-		-		-		-		-		-		-
Asset based		76		-		76		76		14		76		-
Total Commercial and industrial		289		-		289		289		95		289		2
Commercial real estate:
Commercial mortgages		898		739		159		898		13		948		-
SBA Loans		71		71		-		71		-		74		-
Religious Organizations		179		-		179		179		31		182		-
Total Commercial real estate		1,148		810		338		1,148		44		1,204		-
Total Loans	$	1,437	$	810	$	627	$	1,437	$	139	$	1,493	$	2

Year-end 2017 impaired loans are set forth in the following table.

(In 000’s)
	Unpaid Contractual		Recorded Investment		Recorded Investment		Total				Average		Interest recognized
	Principal		With No		With		Recorded		Related		Recorded		on impaired
	Balance		Allowance		Allowance		Investment		Allowance		Investment		loans
Commercial and industrial:
Commercial	$	-	$	-	$	-	$	-	$	-	$	14	$	30
SBA		-		-		-		-		-		-		-
Asset based		76		76		-		76		-		256		-
Total Commercial and industrial		-		-		-		-		-		270		30
Commercial real estate:
Commercial mortgages		933		933		-		933		-		1,215		-
SBA Loans		81		81		-		81		-		208		10
Religious Organizations		187		187		-		187		-		191		-
Total Commercial real estate		1,201		1,201		-		1,201		-		1,613		10
Total Loans	$	1,277	$	1,277	$	-	$	1,277	$	-	$	1,883	$	40

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December 31, 2018 and 2017

4. LOANS AND ALLOWANCE FOR LOAN LOSSES - Continued

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

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December 31, 2018 and 2017

4. LOANS AND ALLOWANCE FOR LOAN LOSSES - Continued

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.

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

(In 000’s)	Commercial Loans, December 31, 2018
	Good/ Excellent		Satisfactory		Pass		Special Mention		Substandard		Doubtful		Total
Commercial and industrial:
Commercial	$	250	$	592	$	-	$	-	$	213	$	-	$	1,055
SBA loans		-		-		-		-		18		-		18
Asset-based		-		272		124		-		-		76		472
		250		864		124		-		231		76		1,545
Commercial real estate:
Commercial mortgages		-		5,814		2,759		52		703		204		9,532
SBA Loans		-		179		-		-		69		-		248
Construction		-		-		-		-		-		-		-
Religious organizations		24		5,041		2,013		-		180		-		7,258
		24		11,034		4,772		52		952		204		17,038
Total commercial loans	$	274	$	11,898	$	4,896	$	52	$	1,183	$	280	$	18,583

	Residential Mortgage and Consumer Loans December 31, 2018
	Performing		Nonperforming		Total
Consumer Real Estate:
Home equity	$	197	$	431	$	628
Home equity line of credit		15		-		15
1-4 family residential mortgages		498		85		583
		710		516		1,226
Consumer Other:
Student loans		565		57		622
Other		112		-		112
		677		57		734
Total consumer loans	$	1,387	$	573	$	1,960

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December 31, 2018 and 2017

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(In 000’s)	Commercial Loans, December 31, 2017
	Good/ Excellent		Satisfactory		Pass		Special Mention		Substandard		Doubtful		Total
Commercial and industrial:
Commercial	$	250	$	423	$	-	$	19	$	217	$	-	$	909
SBA loans		-		-		19		-		-		-		19
Asset-based		-		549		152		-		93		76		870
		250		972		171		19		310		76		1,798
Commercial real estate:
Commercial mortgages		-		7,876		2,764		17		797		217		11,671
SBA Loans		-		588		-		-		81		-		669
Construction		-		419		-		-		-		-		419
Religious organizations		48		7,560		835		-		187		-		8,630
		48		16,049		3,599		17		1,065		217		21,389
Total commercial loans	$	298	$	17,021	$	3,770	$	36	$	1,375	$	293	$	23,187

	Residential Mortgage and Consumer Loans December 31, 2017
	Performing		Nonperforming		Total
Consumer Real Estate:
Home equity	$	229	$	412	$	641
Home equity line of credit		17		-		17
1-4 family residential mortgages		1,023		48		1,071
		1,269		460		1,729
Consumer Other:
Student loans		645		55		700
Other		108		1		109
		753		56		809
Total consumer loans	$	2,022	$	516	$	2,538

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December 31, 2018 and 2017

4. LOANS AND ALLOWANCE FOR LOAN LOSSES - Continued

Allowance for loan losses. The determination of the allowance for loan losses involves a higher degree of judgment and complexity than its other significant accounting policies. The allowance is the accumulation of three components that are calculated based on various independent methodologies that are based on management’s estimates. The three components are as follows:

· Specific Loan Evaluation Component – Includes the specific evaluation of impaired loans.

· Historical Charge-Off Component – Applies a rolling, eight-quarter historical charge-off rate to all pools of non-classified loans.

· Qualitative Factors Component – The loan portfolio is broken down into multiple homogenous sub classifications, upon which multiple factors (such as delinquency trends, economic conditions, concentrations, growth/volume trends, and management/staff ability) are evaluated, resulting in an allowance amount for each of the sub classifications. The sum of these amounts comprises the Qualitative Factors Component.

All of these factors may be susceptible to significant change. There were no changes in qualitative factors in 2018. There was a decrease in the historical loss factor for commercial and industrial loans in 2017 as a result of no charge-offs during the eight rolling quarters. In addition, the average balance of commercial and industrial loans declined because of loan paydowns and a shift in strategy away from this loan type. There were no changes in qualitative factors. The overall result was a reduction in the general reserve requirement for commercial and industrial loans.

There was a decrease in the historical loss factor for consumer real estate loans when comparing in 2017 as a result of a reduction in the average balance of consumer real estate loans declined as a result of loan paydowns coupled with a shift in strategy away from this loan type. There were no changes in qualitative factors. The overall result was a reduction in the general reserve requirement for consumer real estate loans.

To the extent actual outcomes differ from management’s estimates, additional provisions for loan losses may be required that would adversely impact earnings in future periods.

According to the Bank’s policy, a loss (“charge-off”) is to be recognized and charged to the allowance for loan losses as soon as a loan is recognized as uncollectible. All credits that are 90 days or more past due must be analyzed for the Bank’s ability to collect the outstanding principal and/or interest. Once a loss is known to exist, the charge-off approval process must be followed for all loan types. An analysis of the activity in the allowance for loan losses for the years 2018 and 2017 is as follows:

(in 000’s)	Year to Date ended December 31, 2018
	Commercial and industrial			Commercial real estate			Consumer real estate			Consumer loans other			Unallocated		Total
Beginning balance	$	7		$	155		$	10		$	8		$	-	$	180
Provision for possible loan losses		300			(3	)		(6	)		(7	)		33		317
Charge-offs		(208	)		(18	)		-			(8	)		-		(234	)
Recoveries		3			5			-			7			-		15
Net charge-offs		(205	)		(13	)		-			-			-		(219	)
Ending balance	$	102		$	139		$	4		$	-		$	33	$	278

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

December 31, 2018 and 2017

4. LOANS AND ALLOWANCE FOR LOAN LOSSES - Continued

(in 000’s)	Year to Date ended December 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 possible loan losses		(65	)		28			(10	)		(3	)		(32	)		(82	)
Charge-offs		-			(52	)		(18	)		(5	)		-			(75	)
Recoveries		4			-			28			5			-			37
Net charge-offs		4			(52	)		10			-			-			(38	)
Ending balance	$	7		$	155		$	10		$	8		$	-		$	180

There was an increase in the historical loss factor for commercial and industrial loans when comparing 2017 and 2018 due to net charge-off activity; however, this increase was offset by a decline in the average balances because of a reduction in loan balances as the Bank shifted away from non-SBA commercial and industrial loan originations. There were no changes in qualitative factors. The overall result was the general reserve requirement for commercial and industrial loans remained relatively unchanged from 2017.

There was a decrease in the historical loss factor for consumer installment loans when comparing 2017 and 2018 as a result of net recoveries coupled with a reduction in the average balance of consumer installment loans as a result of loan paydowns without replacement as the Bank no longer originates consumer loans. There were no changes in qualitative factors. The overall result was a reduction in the general reserve requirement for consumer real estate loans.

There was a decrease in the historical loss factor for consumer real estate loans when comparing 2016 and 2017 as a result of a reduction in the average balance of consumer real estate loans declined as a result of loan paydowns coupled with a shift in strategy away from this loan type. There were no changes in qualitative factors. The overall result was a reduction in the general reserve requirement for consumer real estate loans.

(in 000’s)	Year to Date ended December 31, 2018
	Commercial and industrial		Commercial real estate		Consumer real estate		Consumer loans other		Unallocated		Total
Period-end amount allocated to:
Loans individually evaluated for impairment	$	95	$	44	$	-	$	-	$	-	$	139
Loans collectively evaluated for impairment		7		95		4		-		33		139
	$	102	$	139	$	4	$	-	$	33	$	278
Loans, ending balance:
Loans individually evaluated for impairment	$	289	$	1,148	$	-	$	-	$	-	$	1,437
Loans collectively evaluated for impairment		1,256		15,890		1,226		734		-		19,106
Total	$	1,545	$	17,038	$	1,226	$	734	$	-	$	20,543

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

December 31, 2018 and 2017

4. LOANS AND ALLOWANCE FOR LOAN LOSSES - Continued

(in 000’s)	Year to Date ended 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

Troubled debt restructurings (“TDRs”). TDRs occur when a creditor, for economic or legal reasons related to a debtor’s financial condition, grants a concession to the debtor that it would not otherwise consider, such as a below market interest rate, extending the maturity of a loan, or a combination of both. The Company made modifications to certain loans in its commercial loan portfolio that included the term out of lines of credit to begin the amortization of principal. The terms of these loans do not include any financial concessions and are consistent with the current market. Management reviews all loan modifications to determine whether the modification qualifies as a TDR (i.e. whether the creditor has been granted a concession or is experiencing financial difficulties). Based on this review and evaluation, none of the loans modified during 2018 and 2017 met the criteria of a TDR. In addition, the Company had no loans classified as TDRs at December 31, 2018 and 2017.

5. BANK PREMISES AND EQUIPMENT

The major classes of bank premises and equipment and the total accumulated depreciation are as follows at December 31:

(In 000’s)	Estimated
	useful life	2018			2017
Leasehold improvements	10-15 years	$	834		$	832
Furniture and equipment	3- 7 years		1,457			1,439
			2,291			2,271
Less accumulated depreciation			(2,128	)		(1,968	)
		$	163		$	303

Depreciation expense on fixed assets totaled $160,261 and $185,882 for the years ended December 31, 2018 and 2017, respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

December 31, 2018 and 2017

5. BANK PREMISES AND EQUIPMENT - Continued

The Bank leases its facilities and certain equipment under non-cancelable operating lease agreements. The amount of expense for operating leases for the years ended December 31, 2018 and 2017 was $473,767 and $477,689, respectively. Future minimum lease payments under operating leases are as follows:

(In 000’s)
Year ending December 31,	Operating leases
2019	$	515
2020		438
2021		447
2022		455
2023		316
Thereafter		-
Total minimum lease payments	$	2,171

6. OTHER REAL ESTATE OWNED

Other real estate owned (“OREO”) consists of properties acquired as a result of deed in-lieu-of foreclosure and foreclosures. Properties or other assets are classified as OREO and are reported at the lower of carrying value or fair value, less estimated costs to sell. Costs relating to the development or improvement of assets are capitalized, and costs relating to holding the property are charged to expense.

The following schedule reflects the components of other real estate owned at December 31, 2018 and 2017:

(in 000’s)
	2018		2017
Commercial real estate	$	168	$	294
Residential real estate		224		332
Total	$	392	$	626

A summary of the change in other real estate owned follows:

(in 000’s)	Year Ended December 31, 2018			Year Ended December 31, 2017
Beginning Balance	$	626		$	447
Additions, transfers from loans		-			184
Sales		(229	)		-
Subtotal		397			631
Write-downs		(5	)		(5	)
Ending Balance	$	392		$	626

There was no residential real estate in the process of foreclosure as of December 31, 2018 and 2017.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

December 31, 2018 and 2017

7. DEPOSITS

At December 31, 2018, the scheduled maturities of time deposits (certificates of deposit) are as follows:

(In 000’s)	2019	$ 7,010
	2020	499
	2021	116
	2022	136
	2023	84
	Thereafter	22
		$ 7,867

The Company has a significant deposit relationship with the City of Philadelphia for which deposits totaled approximately $2.5 million at December 31, 2018. Total deposits in excess of $250,000 totaled approximately $12,820,000 and $17,010,000 at December 31, 2018 and 2017, respectively. Additionally, deposits held by related parties totaled $223,246 at December 31, 2018.

8. BORROWINGS

At December 31, 2018, the Bank has the ability to borrow up to $700,000 on a fully secured basis at the Discount Window of the Federal Reserve Bank for which the Bank currently has $750,000 in securities pledged. As of December 31, 2018 and 2017, the Bank had no borrowings outstanding.

9. INCOME TAXES

At December 31, 2018, the Bank has net operating loss carry forwards of approximately $11,763,000 for income tax purposes that expire in 2024 through 2038.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amount used for income tax purposes. For financial reporting purposes, a valuation allowance of $2,755,000 and $2,505,700 as of December 31, 2018 and 2017, respectively, has been recognized to offset the net deferred tax assets related to the cumulative temporary differences and the tax loss carry forwards. Significant components of the Bank’s net deferred tax assets are as follows:

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December 31, 2018 and 2017

9. INCOME TAXES - Continued

	December 31,
(in 000’s)	2018			2017
Deferred tax assets (liabilities):
Provision for loan losses	$	29		$	7
Unrealized (loss) gain on investment securities		(25	)		(15	)
Depreciation		37			(22	)
Net operating carryforwards		2,459			2,243
Other, net		230			278
Valuation allowance for deferred tax assets		(2,755	)		(2,506	)
Net deferred tax assets	$	(25	)	$	(15	)

	2018			2017
Effective rate reconciliation:
Tax at statutory rate (21% in 2018, 34% in 2017)	$	(312	)	$	(109	)
Change in tax rate		-			1,551
Nondeductible expenses		6			8
Increase in valuation allowance		290			(1,371	)
True-up of NOL		6			(74	)
Other		10			(5	)
Total tax expense	$	-		$	-

At December 31, 2018 and 2017, no valuation allowance was recorded for the deferred tax asset related to the unrealized holding losses on securities available-for-sale because the Company had the intent and the ability to hold these securities until recovery of the unrealized losses, which may be at maturity. The Company will continue to monitor its deferred tax position and may make changes to the valuation allowance recorded as circumstances change.

Management has evaluated the Bank’s tax positions and concluded that the Bank has taken no uncertain tax positions that require adjustment to the financial statements. With few exceptions, as of December 31, 2018, the Bank is no longer subject to income tax examinations by the U.S. federal, state or local tax authorities for the years before 2014.

10. FINANCIAL INSTRUMENT COMMITMENTS

The Bank is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and letters of credit, which are conditional commitments issued by the Bank to guarantee the performance of an obligation of a customer to a third party. Both arrangements have credit risk essentially the same as that involved in extending loans and are subject to the Bank’s normal credit policies. Collateral may be obtained based on management’s assessment of the customer.

The Bank’s exposure to credit loss in the event of nonperformance by the other party to the financial instruments is      represented by the contractual amount of those instruments.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

December 31, 2018 and 2017

10. FINANCIAL INSTRUMENT COMMITMENTS - Continued

A summary of the Bank’s financial instrument commitments is as follows:

	2018		2017
Commitments to extend credit	$	1,903,000	$	4,670,000
Outstanding letters of credit		45,000		317,000

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract and unused credit card lines. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee.

Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers.

11. FAIR VALUE MEASUREMENTS

The Company uses fair value measurements to record fair value adjustments to certain assets and to determine fair value disclosures. In accordance with the Fair Value Measurements and Disclosures topic of FASB ASC 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for the Bank’s various assets and liabilities. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument.

The fair value guidance provides a consistent definition of fair value, which focuses on exit price in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants at the measurement date under current market conditions. If there has been a significant decrease in the volume and level of activity for the asset or liability, a change in valuation technique or the use of multiple valuation techniques may be appropriate. In such instances, determining the price at which willing market participants would transact at the measurement date under current market conditions depends on the facts and circumstances and requires the use of significant judgment. The fair value is a reasonable point within the range that is most representative of fair value under current market conditions. In accordance with this guidance, the Company groups its assets and liabilities carried or disclosed at fair value in three levels as follows:

Level 1 Inputs

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

Level 2 Inputs

·	∙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.”

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December 31, 2018 and 2017

11. FAIR VALUE MEASUREMENTS - Continued

Level 3 Inputs

· Prices or valuation techniques that require inputs that are both unobservable (i.e. supported by little or no market activity) and that are significant to the fair value of the assets or liabilities. These assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

An asset’s or liability’s financial categorization within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement.

Fair Value on a Recurring Basis

Securities Available for Sale: Where quoted prices are available in an active market, securities would be classified within Level 1 of the valuation hierarchy. Level 1 securities include money market funds. If quoted market prices are not available, then fair values are estimated by using pricing models, quoted prices of securities with similar characteristics, or discounted cash flow. Level 2 securities include U.S. agency securities and agency mortgage backed securities. In certain cases where there is limited activity or less transparency around inputs to the valuation, securities are classified within Level 3 of the valuation hierarchy.

As of December 31, 2018 and 2017, the fair value of the Bank’s available-for-sale securities portfolio was approximately $4,581,000 and $5,145,000 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 model-based valuation techniques for which the significant assumptions can be corroborated by market data. There were no transfers between Level 1 and Level 2 assets during the years ended December 31, 2018 or 2017.

Loans Held for Sale. Fair values are estimated by using actual quoted market bids for similar loans sold in active markets on or near the valuation date on a loan by loan basis.

Loans Held at Fair Value. Fair values 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 Assets. Fair values for servicing assets related to SBA loans are estimated based on the present value of future cash flows 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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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

December 31, 2018 and 2017

11. FAIR VALUE MEASUREMENTS - Continued

Assets on the consolidated balance sheets measured at fair value on a recurring basis are summarized below.

(in 000’s)			Fair Value Measurements at Reporting Date Using:
	Assets/Liabilities Measured at Fair Value at December 31, 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	$	2,277	$	-	$	2,277	$	-
Government Sponsored Enterprises residential mortgage-backed securities		2,304	$	-		2,304		-
Total	$	4,581	$	-	$	4,581		-
Loans held for sale	$	10,073	$	-	$	10,073		-
Loans held at fair value	$	5,420	$	-	$	-	$	5,420
Servicing asset	$	313	$	-	$	-	$	313

(in 000’s)			Fair Value Measurements at Reporting Date Using:
	Assets/Liabilities Measured at Fair Value at December 31, 2017		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	$	2,273	$	-	$	2,273	$	-
Government Sponsored Enterprises residential mortgage-backed securities		2,740		-		2,740		-
Money Market Funds		132		132		-
Total	$	5,145	$	132	$	5,013		-
Loans held for sale	$	10,297	$	-	$	10,297	$	-
Loans held at fair value	$	4,451	$	-	$	-	$	4,451
Servicing asset	$	319	$	-	$	-	$	319

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

December 31, 2018 and 2017

11. FAIR VALUE MEASUREMENTS - Continued

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

(in 000’s

Assets measured at fair value	December 31, 2018 Fair value	December 31, 2017 Fair value	Principal valuation techniques	Significant observable inputs	December 31, 2018 Range of inputs (weighted average)	December 31, 2017 Range of inputs
Loans held at fair value:	$5,420	$4,451	Discounted cash flow	Constant prepayment rate	0% to 16.5% (10.35%)	8.54% to 10.41 %
				Weighted average life	2.04 yrs. to 6.89 yrs. (4.36 yrs.)	2.67 yrs. to 9.29 yrs.
				Discount rate	5.49% to 9.76% (7.86%)	9.00% to 11.62%
				Projected default rate	1.07% to 10.12% (3.57%)	0.75% to 7.61 %
				Projected recovery rate	9.66% to 51.86% (30.69%)

 (in 000’s)

Assets measured at fair value	December 31, 2018 Fair value	December 31, 2017 Fair Value	Principal valuation  techniques	Significant observable inputs	December 31,  2018 Range of inputs (weighted average)	December 31, 2017 Range of inputs
Servicing asset	$313	$319	Discounted cash flow	Constant prepayment rate	4.94% to 15.92% (10.66%)	5.58% to 10.67 %
				Weighted average life	2.04 yrs. to 6.77 yrs. (4.35 yrs.)	2.67 yrs. to 9.09 yrs.
				Weighted average discount rate	11.38% to 19.61% (15.08%)	11.75% to 19.74%

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:

Loans Held at Fair Value:

(in 000’s)	2018			2017
Balance at December 31,	$	4,451		$	4,207
Origination of loans		1,420			816
Principal repayments		(221	)		(191	)
Change in fair value		(230	)		(381	)
Balance at December 31,	$	5,420		$	4,451

Servicing Asset:

(in 000’s)	2018			2017
Balance at December 31,	$	319		$	313
Additions related to new loan origination		49			57
Change in fair value		(55	)		(51	)
Balance at December 31,	$	313		$	319

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).

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

December 31, 2018 and 2017

11. FAIR VALUE MEASUREMENTS - Continued

The following table presents the assets and liabilities carried on the consolidated balance sheets by level within the fair value hierarchy as of December 31, 2018, for which a nonrecurring change in fair value has been recorded during the year ended December 31, 2018.

Carrying Value at December 31, 2018:

(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	$	324	$	-	$	-	$	324
Other real estate owned	$	153	$	-	$	-	$	153

The following table presents the assets carried on the consolidated balance sheets by level within the fair value hierarchy as of December 31, 2017 for which a nonrecurring change in fair value has been recorded during the year ended December 31, 2017.

Carrying Value at December 31, 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)
Impaired Loans	$	134	$	-	$	-	$	134
Other real estate owned	$	626	$	-	$	-	$	626

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 December 31, 2018 and December 31, 2017, the fair values shown above exclude estimated selling costs of $ 15,000 and $16,000, respectively.

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.

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December 31, 2018 and 2017

11. FAIR VALUE MEASUREMENTS - Continued

Fair Value of Financial Instruments

FASB ASC Topic 825 “Disclosure About Fair Value of Financial Instruments”, requires the disclosure of the fair value of financial assets and 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 fair value of financial instruments not previously disclosed are depicted below:

(in 000’s)

	Level in			2018				2017
	Value			Carrying		Fair		Carrying		Fair
Assets:	Hierarchy			Amount		Value		Amount		Value
Cash and cash equivalents	Level 1			$	8,438	$	8,438	$	11,671	$	7,803
Loans, net of allowance for loan losses		(1	)		20,265		21,979		25,545		26,617
Accrued interest receivable	Level 2				153		153		153		141
Liabilities:
Demand deposits	Level 2				29,816		29,816		34,610		28,497
Savings deposits	Level 2				10,589		10,589		11,505		11,735
Time deposits		(2	)		7,867		7,757		9,339		10,395
Accrued interest Payable	Level 2				17		17		14		11

(1)	Level 2 for non-impaired loans; Level 3 for certain impaired loans.
(2)	Level 1 for variable rate instruments, Level 3 for fixed rate instruments

12. 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.

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.

Loan Syndication Fees – The Company contracts with certain corporate entities as an arranging institution for loan syndications whereby a fee is earned by the Company for soliciting, assembling, and obtaining commitments from other lenders related to certain facilities of the corporate entity. A portion of the fee is paid as an up-front payment for acting as the arranger, which is earned and recognized on the date the contract is signed without further commitment. Another

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December 31, 2018 and 2017

12. REVENUE RECOGNITION - Continued

portion of the fee is earned, and generally paid, upon completion of the loan syndication arrangement which is the performance obligation for that portion of the fee.

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

	December 31,
	2018			2017
(Dollars in thousands)
Noninterest income:
In-scope of Topic 606
Customer Service Fees	$	409		$	397
ATM Fee Income		101			120
Loan Syndication Fees		150			154
Other income		37			48
Noninterest income (in-scope of Topic 606)		697			719
Noninterest income (out-of-scope of Topic 606)		(189	)		772
Total noninterest income	$	508		$	1,491

13. CONSOLIDATED FINANCIAL INFORMATION—PARENT COMPANY ONLY

Condensed Balance Sheets

(Dollars in thousands)	2018			2017
Assets:
Cash and cash equivalents	$	31		$	38
Investment in United Bank of Philadelphia		1,728			3,242
Total assets	$	1,759		$	3,280
Shareholders’ equity:
Preferred stock	$	1		$	1
Common stock		8			8
Additional paid-in capital		15,677			15,677
Accumulated deficit		(13,834	)		(12,349	)
Accumulated other comprehensive loss		(93	)		(57	)
Total shareholders’ equity	$	1,759		$	3,280

 Condensed Statements of Operations

Years ended December 31,
(Dollars in thousands)	2018			2017
Net loss	$	(7	)	$	(12	)
Equity in net loss of subsidiary		(1,479	)		(307	)
Net loss	$	(1,486	)	$	(319	)

92

UNITED BANCSHARES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

December 31, 2018 and 2017

13. CONSOLIDATED FINANCIAL INFORMATION—PARENT COMPANY ONLY - Continued

Years ended December 31,
(Dollars in thousands)	2018			2017
Cash flows from operating activities:
Net loss	$	(1,486	)	$	(319	)
Adjustments:
Equity in net loss of subsidiary		1,479			307
Net cash used in operating activities		(7	)		(12	)
Cash flows from investing activities:
Investment in subsidiary		-			(875	)
Total cash flows from investing activities		-			(75	)
Cash flows from financing activities:
Issuance of Series B Preferred Stock		-			925
Total cash flows from financing activities		(7	)		925
Cash and cash equivalents at beginning of year		38			-
Cash and cash equivalents at end of year	$	31		$	38

14. REGULATORY MATTERS

The Bank engages in the commercial banking business, with a particular focus on serving African Americans, Hispanics and women, and is subject to substantial competition from financial institutions in the Bank’s service area. As a bank holding company and a banking subsidiary, the Company and the Bank, respectively, are subject to regulation by the FDIC and the Pennsylvania Department of Banking (“PADOB”) and are required to maintain capital requirements established by those regulators. Effective January 1, 2010, the FDIC became the Bank’s primary regulator after it voluntarily surrendered its Federal Reserve Membership.

Prompt corrective actions may be taken by those regulators against banks that do not meet minimum capital requirements. Prompt corrective actions range from restriction or prohibition of certain activities to the appointment of a receiver or conservator of an institution’s net assets. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary, actions by regulators that if undertaken, could have a direct material effect on the Bank’s financial statements. Under capital adequacy guidelines that involve quantitative measures of the Bank’s assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices, the Bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.

Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the table below) of total Tier I capital (as defined in the regulations) for capital adequacy purposes to risk-weighted assets (as defined).

The most recent notification as of December 31, 2018, from the FDIC and PADOB categorized the Bank as “under-capitalized” under the regulatory framework for prompt and corrective action due to the Consent Orders described below. 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.

93

UNITED BANCSHARES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

December 31, 2018 and 2017

14. REGULATORY MATTERS - Continued

The Company and the Bank’s actual capital amounts and ratios are as follow as of December 31, 2018:

(In 000’s)	Actual					Minimum to be Well Capitalized					Minimum to be Adequately Capitalized
	Amount		Ratio			Amount		Ratio			Amount		Ratio
Total (Tier II) capital to risk weighted assets:
Company	$	1,817		6.48	%		N/A				$	3,338		10.22	%
Bank		1,777		6.34			2,803		10.00	%		3,300		10.11
Tier I capital to risk weighted assets
Company		1,539		5.49			N/A					3,158		9.67
Bank		1,499		5.35			2,242		8.00	%		3,120		9.56
Common equity Tier I capital to risk weighted assets
Company		1,539		5.49			N/A					3,158		9.67
Bank		1,499		5.35			1,822		6.50	%		3,120		9.56
Tier I Leverage ratio (Tier I capital to total quarterly average assets)
Company		1,539		3.08			N/A					3,158		5.58
Bank		1,499		3.00			2,502		5.00	%		3,120		5.51

The Company and the Bank’s actual capital amounts and ratios are as follow as of December 31, 2017:

(In 000’s)	Actual					Minimum to be Well Capitalized					Minimum to be Adequately Capitalized
	Amount		Ratio			Amount		Ratio			Amount		Ratio
Total (Tier II) capital to risk weighted assets:
Company	$	3,338		10.22	%		N/A
Bank		3,300		10.11			3,265		10.0	%	$	2,612		8.00	%
Tier I capital to risk weighted assets
Company		3,158		9.67			N/A
Bank		3,120		9.56			2,612		8.00	%		1,959		6.00	%
Common equity Tier I capital to risk weighted assets
Company		3,158		9.67			N/A
Bank		3,120		9.56			2,122		6.50	%		1,469		4.50	%
Tier I Leverage ratio (Tier I capital to total quarterly average assets)
Company		3,158		5.58			N/A
Bank		3,120		5.51			2,829		5.00	%		2,263		4.00	%

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

94

UNITED BANCSHARES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

December 31, 2018 and 2017

14. REGULATORY MATTERS – Continued

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.

· 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.

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

As of December 31, 2018 and December 31, 2017, the Bank’s tier one leverage capital ratio was 3.00% and 5.51%, respectively, and its total risk-based capital ratio was 6.34% and 10.11%, 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:

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

· External equity investments—During 2017, the Company received external investments of $925,000 and from other financial institutions. In May 2021, the Company received a $600,000 capital investment from another financial institution.

· Performance grants---Management has developed a performance grant strategy to attract funding based on economic impact and job creation/retention. The goal is to obtain grant funding from local entities that are seeking a “return on impact”. In April 2019, the Bank received a $2.5 million economic stimulus grant from the City of Philadelphia.

· Other grants---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 grant revenue 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.

95

UNITED BANCSHARES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

December 31, 2018 and 2017

14. REGULATORY MATTERS – Continued

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.

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. As of March 31, 2022, the Bank’s total risk-based capital ratio and Tier 1 risk-based capital ratios were 23.01% and 9.83%, respectively.

15. COMMITMENTS AND CONTINGENCIES

The Bank is a defendant in certain claims and legal actions arising in the ordinary course of business. In the opinion of management, after consultation with legal counsel, the ultimate disposition of these matters is not expected to have a material adverse effect on the consolidated financial condition of the Company.

16. SUBSEQUENT EVENTS

In April 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 and fair value write-downs may have an adverse effect on its capital ratios. During the year ended December 31, 2019, there were write-downs of loans held at fair value totaling approximately $639,000 primarily related to credit deterioration on the Bank’s SBA loan portfolio.

Beginning in March 2020, the onset of the COVID-19 pandemic has had an adverse economic effect on a global, national, and local level. Following the outbreak, market interest rates have declined significantly, as the 10-year Treasury bond fell below 1.00% in early March 2020 that could lead to a reduction in the Bank’s net interest margin. In addition, this event may adversely affect asset quality related to the Company’s small business loan customers that have been affected by a reduction in their business operations because of government-imposed restrictions. As a result, the Company has deferred loan payments as necessary for those customers that have been impacted by the pandemic. The pandemic has also affected the way that the Company is conducting business. Since notice of the pandemic, the Company has temporarily closed its Center City branch office and consolidated 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.

In May 2021, the Company received an external investment of $600,000 from another financial institution from the issuance of a combination of Common voting and Series C Preferred Stock. 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.

At March 31, 2022, the Bank’s Tier 1 leverage ratio was 9.83% and its total risk-based capital ratio was 23.01% which is considered “well capitalized” under the regulatory framework for prompt and corrective action.

96

UNITED BANCSHARES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

December 31, 2018 and 2017

17. EARNINGS PER SHARE COMPUTATION

Net income (loss) per common share is calculated as follows:

	Year ended December 31, 2018
	Loss			Shares		Per share
	(numerator)			(denominator)		amount
Net loss	$	(1,485,637	)
Basic EPS
Income attributable to common stockholders	$	(1,485,637	)		826,921	$	(1.80	)
Diluted EPS
Income attributable to common stockholders	$	(1,485,637	)		826,921	$	(1.80	)

	Year ended December 31, 2017
	Loss			Shares		Per share
	(numerator)			(denominator)		amount
Net loss	$	(319,426	)
Basic EPS
Income attributable to common stockholders	$	(319,426	)		826,921	$	(0.39	)
Diluted EPS
Income attributable to common stockholders	$	(319,426	)		826,921	$	(0.39	)

There were no common stock equivalents for the years December 31, 2018 and 2017.

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

97

UNITED BANCSHARES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

December 31, 2018 and 2017

18. SUMMARY OF QUARTERLY RESULTS (UNAUDITED)

The following summarizes the company’s consolidated results of operations during 2018 and 2017, on a quarterly basis:

(Dollars in thousands)

	2018
	Fourth			Third			Second			First
	Quarter			Quarter			Quarter			Quarter
Interest income	$	708		$	678		$	675		$	618
Interest expense		19			19			20			20
Net interest income		689			659			654			598
Provision (credit) for loan losses		272			20			5			20
Net interest after provision (credit) for loan losses		417			639			649			578
Noninterest income		(419	)		392			221			314
Noninterest expense		1,077			1,089			1,023			1,090
Net income (loss)	$	(1,079	)	$	(57	)	$	(152	)	$	(198	)
Basic income (loss) per common share	$	(1.31	)	$	(0.07	)	$	(0.18	)	$	(0.24	)
Diluted income (loss) per common share	$	(1.31	)	$	(0.07	)	$	(0.18	)	$	(0.24	)

(Dollars in thousands)

	2017
	Fourth			Third			Second			First
	Quarter			Quarter			Quarter			Quarter
Interest income	$	651		$	674		$	583		$	633
Interest expense		20			19			16			17
Net interest income		631			655			567			616
Provision (credit) for loan losses		9			(15	)		(46	)		(30	)
Net interest after provision (credit) for loan losses		622			670			613			646
Noninterest income		453			490			307			241
Noninterest expense		1,105			1,131			1,035			1,090
Net (loss) income	$	(30	)	$	29		$	(115	)	$	(203	)
Basic (loss) income per common share	$	(0.03	)	$	0.03		$	(0.14	)	$	(0.25	)
Diluted (loss) income per common share	$	(0.03	)	$	0.03		$	(0.14	)	$	(0.25	)

19. 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 $1,486,000 and $319,000 for the years ended December 31, 2018 and 2017, respectively. 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 December 31, 2018, the Bank’s Tier 1 leverage capital ratio was 3.00% and its total risk-based capital ratio was 6.34%, which is considered “under- capitalized”. The Bank’s failure to comply with the terms of the Consent Orders could result in additional regulatory

98

UNITED BANCSHARES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

December 31, 2018 and 2017

19. GOING CONCERN - Continued

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 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 recovery of SBA loan fair value write-downs and other cost reduction strategies. During 2018 and 2019, there were SBA fair value write-downs on defaulted loans that totaled approximately $1.2 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 has resulted in the reversal of approximately $200,000 in fair value write-downs. In 2020, as a result of collection efforts as well as increased capital levels, there has been an improvement in asset quality ratios that comply with the Bank’s Consent Orders.

· Strengthen Capital: A concentrated effort will continue to be made to stabilize and strengthen the Bank’s capital. Management has identified sources of external capital that have been received in 2020 and 2021. This capital will be used to further strengthen the Bank’s balance sheet. As of March 31, 2022, the Bank’s tier one leverage capital ratio was 9.83% and its total risk-based capital ratio was 23.01%, which is considered “well - capitalized”.

· 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 March 2021. Management plans to implement the Restoration Plan 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.

99

Commission File No. 0-25976

SECURITIES AND EXCHANGE COMMISSION

FORM 10-K

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

THE SECURITIES EXCHANGE ACT OF 1934

For the Year Ended December 31, 2018

UNITED BANCSHARES, INC.

100

EX-31.1

EXHIBIT 31.1

I, Evelyn F. Smalls, certify that:

1.	I have reviewed this Report on Form 10-K of United Bancshares, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rule 13a‑15(e) and 15)(d)-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedure and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The issuer’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date July 18, 2022	By:	/s/
		Evelyn F. Smalls, Chief Executive Officer, Principal Executive Officer

EX-31.2

EXHIBIT (31.2)

CERTIFICATIONS

I, Brenda Hudson-Nelson, certify that:

1.		I have reviewed this Annual Report on Form 10-K of United Bancshares, Inc.;
2.		Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.		Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.		The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rule 13a‑15(e) and 15)(d)-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	(c)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	(d)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedure and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.		The issuer’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
	(c)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	(d)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 18, 2022	/s/
	Brenda Hudson-Nelson, Executive Vice President, Principal Financial Officer

EX-32.A

EXHIBIT (32.1)(A)

Certification Pursuant to 18 U.S.C. Section 1350,

as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Annual Report of United Bancshares, Inc. (the “Company”) on Form 10-K for the year ended December 31, 2018 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Evelyn F. Smalls, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. ‘1350, as adopted pursuant to ‘906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:

(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ Evelyn F. Smalls

Evelyn F. Smalls

Chief Executive Officer

July 18, 2022

EX-32.B

EXHIBIT (32.2) (B)

Certification Pursuant to 18 U.S.C. Section 1350,

as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Annual Report of United Bancshares, Inc. (the “Company”) on Form 10-K for the year ended December 31, 2018 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Brenda M. Hudson-Nelson, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. ‘1350, as adopted pursuant to ‘906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:

(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ Brenda M. Hudson-Nelson

Brenda M. Hudson-Nelson

Executive Vice President

Principal Financial Officer

July 18, 2022

XML

Cover - USD ($)	12 Months Ended
	Dec. 31, 2018	Jul. 18, 2022	Jul. 09, 2022
Cover [Abstract]
Entity Registrant Name	UNITED BANCSHARES INC /PA
Entity Central Index Key	0000944792
Document Type	10-K
Amendment Flag	false
Entity Voluntary Filers	No
Current Fiscal Year End Date	--12-31
Entity Well Known Seasoned Issuer	No
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Current Reporting Status	No
Document Period End Date	Dec. 31, 2018
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2018
Entity Common Stock Shares Outstanding		843,050
Entity Public Float			$ 0
Document Annual Report	true
Document Transition Report	false
Entity File Number	0-25976
Entity Incorporation State Country Code	PA
Entity Tax Identification Number	23-2802415
Entity Address Address Line 1	The Graham Building
Entity Address Address Line 2	30 South 15th Street
Entity Address Address Line 3	Suite 1200
Entity Address City Or Town	Philadelphia
Entity Address State Or Province	PA
Entity Address Postal Zip Code	19102
City Area Code	215
Local Phone Number	351-4600
Entity Interactive Data Current	No
Auditor Name	S.R. Snodgrass, P.C.
Auditor Location	Cranberry Township, Pennsylvania

XML

CONSOLIDATED BALANCE SHEETS - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Assets:
Cash and due from banks	$ 2,003,085	$ 2,075,258
Interest-bearing deposits with banks	3,360,937	311,995
Federal funds sold	3,074,021	9,284,000
Cash and cash equivalents	8,438,043	11,671,253
Investment securities, available-for-sale, at fair value	4,580,610	5,144,707
Loans held for sale, at fair value	10,072,777	10,297,168
Loans held at fair value	5,420,004	4,450,901
Loans, net of unearned discounts and deferred fees	20,542,863	25,725,700
Less allowance for loan losses	(278,095)	(179,949)
Net loans	20,264,768	25,545,751
Bank premises and equipment, net	163,124	303,298
Accrued interest receivable	152,953	153,415
Other real estate owned	391,571	626,071
Servicing asset	313,489	319,368
Prepaid expenses and other assets	397,284	496,935
Total assets	50,194,623	59,008,867
Liabilities:
Demand deposits, noninterest-bearing	16,216,607	19,606,017
Demand deposits, interest-bearing	13,599,641	15,004,238
Savings deposits	10,589,054	11,505,417
Time deposits, under $250,000	3,467,732	4,331,306
Time deposits, $250,000 and over	4,399,159	5,008,276
Total deposits	48,272,193	55,455,254
Accrued interest payable	17,376	13,939
Accrued expenses and other liabilities	145,308	259,152
Total liabilities	48,434,877	55,728,345
Shareholders' equity:
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	15,677,626
Accumulated deficit	(13,834,625)	(12,348,988)
Accumulated other comprehensive loss	(92,535)	(57,396)
Total shareholders' equity	1,759,746	3,280,522
Total liabilities and shareholders' equity	50,194,623	59,008,867
Series A Preferred Stock [Member]
Shareholders' equity:
Series A preferred stock, noncumulative, 6%, $0.01 par value, 500,000 shares authorized; 99,342 issued and outstanding	993	993
Series B, Preferred Stock
Shareholders' equity:
Series A preferred stock, noncumulative, 6%, $0.01 par value, 500,000 shares authorized; 99,342 issued and outstanding	$ 18	$ 18

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CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares	Dec. 31, 2018	Dec. 31, 2017
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	2,000,000	2,000,000
Common stock, shares issued (in shares)	826,921	826,921
Common Share Outsatnding	826,921	826,921
Series A Preferred Stock [Member]
Preferred Stock, par value	$ 0.01	$ 0.01
Preferred Stock, Authorized	500,000	500,000
Preferred stock,Issued	99,342	99,342
Preferred stock,Outstanding	99,342	99,342
Series B, Preferred Stock
Preferred Stock, par value	$ 0.01	$ 0.01
Preferred Stock, Authorized	7,000	7,000
Preferred stock,Issued	1,850	1,850
Preferred stock,Outstanding	1,850	1,850

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CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Interest income:
Interest and fees on loans	$ 2,380,364	$ 2,313,675
Interest on investment securities	114,793	122,083
Interest on federal funds sold	134,276	103,975
Interest on interest-bearing deposits with other banks	49,781	778
Total interest income	2,679,214	2,540,511
Interest expense:
Interest on time deposits	46,474	40,042
Interest on demand deposits	25,783	25,786
Interest on savings deposits	5,570	5,853
Total interest expense	77,827	71,681
Net interest income	2,601,387	2,468,830
Provision (credit) for loan losses	317,000	(82,000)
Net interest income after provision (credit) for loan losses	2,284,387	2,550,830
Noninterest income:
Customer service fees	408,843	396,731
ATM fee income	101,174	119,561
Loan syndication fee income	150,000	154,402
Net loss on sale of other real estate	(11,588)	0
Net change in fair value of financial instruments	(636,945)	337,567
Gain on sale of loans	365,723	387,177
Other income	130,754	95,858
Total noninterest income	507,961	1,491,296
Noninterest expense:
Salaries, wages and employee benefits	1,536,971	1,580,068
Occupancy and equipment	973,223	995,985
Office operations and supplies	256,786	327,032
Marketing and public relations	29,801	23,468
Professional services	215,333	189,875
Data processing	414,051	400,120
Loan and collection costs	196,794	194,783
Other real estate owned, net	47,134	78,730
Deposit insurance assessments	97,000	95,965
Other operating	510,892	475,526
Total noninterest expense	4,277,985	4,361,552
Net loss before income taxes	(1,485,637)	(319,426)
Provision for income taxes	0	0
Net loss	$ (1,485,637)	$ (319,426)
Net loss per common share-basic and diluted	$ (1.80)	$ (0.39)
Weighted average number of common shares	826,921	826,921
Comprehensive Loss
Net loss	$ (1,485,637)	$ (319,426)
Unrealized (losses) gains on available for sale securities, net of tax	(35,139)	15,033
Total comprehensive loss	$ (1,520,776)	$ (304,393)

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CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY - USD ($)	Total	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Accumulated Other Comprehensive Loss	Series A Preferred Stock	Series B Preferred Stock
Balance, shares at Dec. 31, 2016		826,921				99,342
Balance, amount at Dec. 31, 2016	$ 2,659,915	$ 8,269	$ 14,752,644	$ (12,038,281)	$ (63,710)	$ 993	$ 0
Net loss	(319,426)	0	0	(319,426)	0	0	0
Other comprehensive loss, net of tax	15,033	0	0	0	15,033	0	0
Effect of adoption of ASU 2018-02	0	$ 0	0	8,719	(8,719)	$ 0	$ 0
Issuance of Series B Preferred Stock, shares							1,850
Issuance of Series B Preferred Stock, amount	925,000		924,982	0	0		$ 18
Balance, shares at Dec. 31, 2017		826,921				99,342	1,850
Balance, amount at Dec. 31, 2017	3,280,522	$ 8,269	15,677,626	(12,348,988)	(57,396)	$ 993	$ 18
Net loss	(1,485,637)	0	0	(1,485,637)	0	0	0
Other comprehensive loss, net of tax	(35,139)	$ 0	0	0	(35,139)	$ 0	$ 0
Balance, shares at Dec. 31, 2018		826,921				99,342	1,850
Balance, amount at Dec. 31, 2018	$ 1,759,746	$ 8,269	$ 15,677,626	$ (13,834,625)	$ (92,535)	$ 993	$ 18

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CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Cash flows from operating activities:
Net loss	$ (1,485,637)	$ (319,426)
Adjustments to reconcile net loss to net cash used in operating activities:
Provision (credit) for loan losses	317,000	(82,000)
Net loss on sale of other real estate	11,588	0
Gain on sale of loans	(365,723)	(387,177)
Amortization of premiums on investments	6,843	9,594
Depreciation on fixed assets	160,261	185,882
Write-down of other real estate owned	5,000	4,972
Loans originated for sale	(4,868,111)	(4,763,580)
Proceeds from sale of loans held-for-sale	3,852,177	2,741,378
Amortization of servicing asset	91,336	50,154
Net change in fair value of financial instruments	636,945	(337,567)
Increase (decrease) in accrued interest receivable and other assets	14,656	(159,465)
Decrease in accrued interest payable and other liabilities	(110,407)	(37,199)
Net cash used in operating activities	(1,734,072)	(3,094,434)
Cash flows from investing activities:
Purchase of available-for-sale investment securities	(2,489)	0
Proceeds from maturities, calls and principal reductions of available-for-sale investment securities	524,604	446,293
Net decrease in loans	4,963,983	887,184
Proceeds from sale of other real estate owned	217,912	0
Purchase of bank premises and equipment	(20,087)	(108,709)
Net cash provided by investing activities	5,683,923	1,224,768
Cash flows from financing activities:
Net (decrease) increase in deposits	(7,183,061)	4,813,088
Proceeds from sale of preferred stock	0	925,000
Net cash (used in) provided by financing activities	(7,183,061)	5,738,088
Net (decrease) increase in cash and cash equivalents	(3,233,210)	3,868,422
Cash and cash equivalents at beginning of year	11,671,253	7,802,831
Cash and cash equivalents at end of year	8,438,043	11,671,253
Supplemental disclosure of cash flow information:
Cash paid during the year for interest	74,391	68,739
Noncash transfer of loans to other real estate owned	$ 0	$ 183,672

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2018

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

United Bancshares, Inc. (“the Company”) is the holding company for United Bank of Philadelphia (the “Bank”). The Company was incorporated under the laws of the Commonwealth of Pennsylvania on April 8, 1993 and provides financial services through the Bank.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, the Bank. All significant intercompany transactions and balances have been eliminated.

Management’s Use of Estimates

The preparation of the financial statements 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 for sale, and 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.

Marketing and Advertising

Marketing and advertising costs are expensed as incurred.

Statement of Cash Flows

For purposes of reporting cash flows, cash and cash equivalents include cash on hand, amounts due from banks, interest bearing deposits with banks that mature within 90 days and federal funds sold on an overnight basis. Changes in loans made to and deposits received from customers are reported on a net basis.

Securities

Bonds, notes, and debentures for which the Company has both the positive intent and ability to hold to maturity are classified as held-to-maturity and carried at cost, adjusted for premiums and discounts that are recognized in interest income using the interest method over the period to maturity.Investment securities that would be held for indefinite periods of time but not necessarily to maturity, including securities that would be used as part of the Bank’s asset/liability management strategy and possibly sold in response to changes in interest rates, prepayments and similar factors are classified as “Available for Sale.” These securities are carried at fair value, with any temporary unrealized gains or losses reported as a separate component of other comprehensive loss, net of the related income tax effect. Gains and losses on the sale of such securities are accounted for on the specific identification basis in the statements of operations on the trade date.

If transfers between the available-for-sale and held-to-maturity portfolios occur, they are accounted for at fair value and unrealized holding gains and losses are accounted for at the date of transfer. For securities transferred to available-for-sale from held-to-maturity, unrealized gains and losses as of the date of the transfer are recognized in accumulated other comprehensive loss as a separate component of shareholders’ equity. For securities transferred into the held-to-maturity portfolio from available-for-sale, unrealized gains and losses as of the date of the transfer continue to be reported in accumulated other comprehensive loss, and are amortized over the remaining life of the security as an adjustment to its yield, consistent with amortization of the premium or accretion of the discount.

Management evaluates securities for other-than-temporary impairment at least on a quarterly basis, and more frequently when economic or market concern warrants such evaluation. Declines in the fair value of individual debt securities below their cost that are deemed to be other than temporary result in write-downs of the individual securities to their fair value. Debt securities that are deemed to be other-than-temporarily impaired are reflected in earnings as realized losses to the extent impairment is related to credit losses. The amount of the impairment for debt securities related to other factors is recognized in other comprehensive loss. In evaluating whether impairment is temporary or other-than-temporary, management first considers whether the Bank intends to sell the security or it is more-likely-than-not that the Bank will be required to sell the security prior to recovery. In these circumstances, the loss is determined to be other-than-temporary and the difference between the security’s fair value and its amortized cost is reflected as a loss in the statement of operations. If management does not intend to sell the security and likely will not be required to sell the security prior to forecasted recovery, management evaluates whether it expects to recover the entire amortized cost of the debt security or if there is a credit loss. In evaluating whether there is a credit loss, management considers various qualitative factors which include (1) the length of time and the extent to which the fair value has been less than cost, (2) the reasons for the decline in the fair value, and (3) the financial position and access to capital of the issuer, including the current and future impact of any specific events. If, based on an analysis of these factors, management concludes that there is a credit loss, then management calculates the expected cash flows and records a loss in earnings equal to the difference between the amortized cost of the debt security and the expected present value of cash flows. The portion of the decline in fair value that is due to factors other than credit loss is recognized in other comprehensive loss. No investment securities held by the Bank as of December 31, 2018 and 2017 were subjected to a write-down due to credit related other-than-temporary impairment. Interest income from securities adjusted for the amortization of premiums and accretion of discounts is recognized in interest income using the interest method over the contractual lives of the related securities. Realized gains and losses, determined using the amortized cost value of the specific securities sold, are included in noninterest income in the statement of operations.

Transfers of Financial Assets

Transfers of financial assets are accounted for as sales when all the components meet the definition of a participating interest and when control over the assets has been surrendered. A participating interest generally represents (1) a proportionate (pro rata) ownership interest in an entire financial assets, (2) a relationship where from the date of transfer all cash flows received from the entire financial asset are divided proportionately among the participating interest holders in an amount equal to their share of ownership, (3) the priority of cash flows has certain characteristics, including no reduction in priority, subordination of interest, or recourse to the transferor other than standard representation or warranties, and (4) no party has the right to pledge or exchange the entire financial asset unless all participating interest holders agree to pledge or exchange the entire financial asset. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Bank, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and (3) the Bank does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity.

Loans Held for Sale

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 fair value based on a loan-by-loan valuation using actual market bids for the specific loans held or for loan sales for similar assets in the marketplace that have occurred near the valuation date. 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 cash flows 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 which is based primarily on the risk spread to LIBOR spot curve.

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.

Non-accrual and Past Due Loans

Loans are considered past due if the required principal and interest payments have not been received 30 days as of the date such payments were due. The Bank generally places a loan on non-accrual status when interest or principal is past due 90 days or more. If it otherwise appears doubtful that the loan will be repaid, management may place the loan on nonaccrual status before the lapse of 90 days. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured. Cash payments on nonaccrual loans are applied as principal payments.

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. An allowance for loan losses is not calculated for loans held for sale or carried at fair value.

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.

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.

Bank Premises and Equipment

Bank premises and equipment are stated at cost less accumulated depreciation. Depreciation is computed on the straight-line method over the estimated useful lives of the assets. Amortization of leasehold improvements is computed over the shorter of the related lease term or the useful life of the assets.

Income Taxes

The liability method is used in accounting for income taxes. Deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Realization of deferred tax assets is dependent on generating sufficient taxable income in the future. The Tax Cuts and Jobs Act, enacted on December 22, 2017, lowered the federal corporate income tax rate from 35% to 21% effective January 1, 2018. As a result, the carrying value of net deferred tax assets was reduced which increased income tax expense by $1,551,000 in 2017 but also reduced the valuation allowance against the net deferred tax assets by the same amount, therefore, there was no net effect on income tax expense.

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. It is the Bank’s policy to recognize interest and penalties related to unrecognized tax liabilities within income tax expense in the statement of operations.

The Bank does not have an accrual for uncertain tax positions as of December 31, 2018 or 2017, as deductions taken and benefits accrued are based on widely understood administrative practices and procedures and are based on clear and unambiguous tax law.

Income (Loss) Per Share (“EPS”)

Basic EPS excludes dilution and is computed by dividing income (loss) available to common shareholders by the weighted average common shares outstanding during the period. Diluted EPS takes into account the potential dilution that could occur if securities or other contracts to issue common stock were exercised and converted into common stock.

Off-Balance-Sheet Financial Instruments

In the ordinary course of business, the Bank has entered into off-balance-sheet financial instruments consisting of commitments to extend credit and letters of credit. Such financial instruments are recorded in the financial statements when they become payable.

Other Real Estate Owned

Real estate properties acquired through, or in lieu of, loan foreclosure are to be sold and are initially recorded at fair value, net of estimated cost to sell, at the date of foreclosure, establishing a new cost basis. After foreclosure, valuations are periodically performed by management, and the real estate is carried at the lower of carrying amount or fair value less the cost to sell. Revenue and expenses from operations and changes in valuation subsequent to the initial foreclosure are charged to operations.

Segments

The Company has one reportable segment, “Community Banking.” All of the Company’s activities are interrelated, and each activity is dependent and assessed based on how each of the activities of the Company supports the other. For example, commercial lending is dependent upon the ability of the Bank to fund it with retail deposits and other borrowings and to manage interest rate and credit risk. This situation is also similar for consumer and residential mortgage lending. Accordingly, all significant operating decisions are based upon analysis of the Company as one operating segment or unit.

Reclassifications

Certain reclassifications have been made to the prior years’ financial statements to conform to the 2018 presentation, with no impact on earnings or shareholders’ equity.

Comprehensive Loss

Comprehensive income (loss) includes net income (loss) as well as certain other items that result in a change to equity during the period. The components of accumulated other comprehensive loss are as follows:

	December 31, 2018
(in 000’s)	Before tax			Tax		Net of tax
	amount			Benefit		Amount
Beginning balance	$	(73	)	$	16	$	(57	)
Unrealized loss on securities		(44	)		9		(35	)
Other comprehensive loss, net		(44	)		9		(35	)
Ending balance	$	(117	)	$	25	$	(92	)

	December 31, 2017
(in 000’s)	Before tax			Tax			Net of tax
	amount			Benefit			Amount
Beginning balance	$	(96	)	$	33		$	(63	)
Unrealized gain on securities		23			(8	)		15
Reclassification due to adoption of ASU 2018-02		-			(9	)		(9	)
Other comprehensive loss, net		23			(17	)		6
Ending balance	$	(73	)	$	16		$	(57	)

Effect of the Adoption of Accounting Standards

Effective January 1, 2018, the Company adopted ASU 2014-09, Revenue from Contracts with Customers — Topic 606 and all subsequent ASUs that modified ASC 606. The standard required a company to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers at the time the transfer of goods or services takes place. The Company completed an assessment of revenue streams and review of the related contracts potentially affected by the new standard and concluded that ASU 2014-09 did not materially change the method in which it recognizes revenue. Therefore, implementation of the new standard had 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 9.

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 did not 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 affected 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.

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 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.

In January 2020, the FASB issued ASU 2020-4, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, March 2020, to provide temporary optional expedients and exceptions to the U.S. GAAP guidance on contract modifications to ease the financial reporting burdens of the expected market transition from LIBOR to alternative reference rates, such as Secured Overnight Financing Rate. Entities can elect not to apply certain modification accounting requirements to contracts affected by what the guidance calls reference rate reform, if certain criteria are met. An entity that makes this election would not have to remeasure the contracts at the modification date or reassess a previous accounting determination. The amendments in this ASU are effective for all entities upon issuance through December 31, 2022. The Company has identified its LIBOR exposure across product categories and is analyzing the risks associated with the LIBOR transition. However, it is too early to predict whether a new rate index replacement and the adoption of this ASU will have a material impact on the Company’s financial statements.

In October 2020, the FASB issued ASU 2020-08, Codification Improvements to Subtopic 310-20, Receivables – Nonrefundable Fees and Other Costs, which clarifies that, for each reporting period, an entity should reevaluate whether a callable debt security is within the scope of ASC 310-20-35-33. For public business entities, ASU 2020-08 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early application is not permitted. For all other entities, ASU 2020-08 is effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. This Update is not expected to have a significant impact on the Company’s financial statements.

In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848), which provides optional temporary guidance for entities transitioning away from the London Interbank Offered Rate (LIBOR) and other interbank offered

rates (IBORs) to new references rates so that derivatives affected by the discounting transition are explicitly eligible for certain optional expedients and exceptions within Topic 848. ASU 2021-01 clarifies that the derivatives affected by the discounting transition are explicitly eligible for certain optional expedients and exceptions in Topic 848. ASU 2021-01 is effective immediately for all entities. Entities may elect to apply the amendments on a full retrospective basis as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or on a prospective basis to new modifications from any date within an interim period that includes or is subsequent to the date of the issuance of a final update, up to the date that financial statements are available to be issued. The amendments in this update do not apply to contract modifications made, as well as new hedging relationships entered into, after December 31, 2022, and to existing hedging relationships evaluated for effectiveness for periods after December 31, 2022, except for certain hedging relationships existing as of December 31, 2022, that apply certain optional expedients in which the accounting effects are recorded through the end of the hedging relationship. This Update is not expected to have a significant impact on the Company’s financial statements.

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CASH AND DUE FROM BANK BALANCES

12 Months Ended

Dec. 31, 2018

CASH AND DUE FROM BANK BALANCES

2. CASH AND DUE FROM BANK BALANCES

2. CASH AND DUE FROM BANK BALANCES

The Bank maintains various deposit accounts with other banks to meet normal fund transaction requirements and to compensate other banks for certain correspondent services. The withdrawal or usage restrictions of these balances did not have a significant impact on the operations of the Bank as of December 31, 2018. Required reserve balances were $100,000 as of December 31, 2018 and 2017.

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INVESTMENTS

12 Months Ended

Dec. 31, 2018

INVESTMENTS

3. INVESTMENTS

3. INVESTMENTS

The amortized cost, gross unrealized holding gains and losses, and estimated fair value of the investment securities by major security type at December 31, 2018 and 2017 are as follows:

(in $000)	2018
			Gross		Gross
	Amortized		Unrealized		unrealized			Fair
	Cost		Gains		losses			Value
U.S. Government agency securities	$	2,349	$	-	$	(72	)	$	2,277
Government Sponsored Enterprises residential mortgage-backed securities		2,349		9		(54	)		2,304
	$	4,698	$	9	$	(126	)	$	4,581

	2017
			Gross		Gross
	Amortized		Unrealized		unrealized			Fair
	Cost		Gains		losses			Value
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

Upon the adoption of ASU 2016-01, the balance of money market funds was reclassified into cash and cash equivalents on the Consolidated Balance Sheet.

In 2018 and 2017, no securities were called. There were no sales of securities in 2018 and 2017.

The table below indicates the length of time individual securities have been in a continuous unrealized loss position at

December 31, 2018 (in thousands):

	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	$	-	$	-		$	2,277	$	(72	)	$	2,277	$	(72	)
Mortgage backed
Securities		14		718		(10	)		1,299		(44	)		2,017		(54	)
Total temporarily
impaired investment
Securities		21	$	718	$	(10	)	$	3,576	$	(116	)	$	4,294	$	(126	)

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

	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	)
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	)

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 rate changes. The contractual terms of those investments do not permit the issuer to settle the securities at a price less than the amortized cost bases of the investments. Because the Company does not intend to sell the investments and it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost basis, which may be maturity, the Company does not consider those investments to be other-than-temporarily impaired at December 31, 2018 and 2017.

Residential Government Sponsored Enterprise Mortgage-Backed Securities. Unrealized losses on the Company’s investment in government sponsored enterprise mortgage-backed securities were caused by market rate changes. The Company purchased those investments at a discount relative to their face amount, and the contractual cash flows of those investments are guaranteed by an agency of the U.S. government. Accordingly, it is expected that the securities would not be settled at a price less than the amortized cost bases of the Company’s investments. Because the decline in fair value is attributable to changes in interest rates and not credit quality, and because the Company does not intend to sell the investments and it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost bases, which may be maturity, the Company does not consider those investments to be other-than-temporarily impaired at December 31, 2018 and 2017.

The Company has a process in place to identify debt securities that could potentially have a credit impairment that is other than temporary. This process involves monitoring late payments, pricing levels, downgrades by rating agencies, key financial ratios, financial statements, revenue forecasts and cash flow projections as indicators of credit issues. On a quarterly basis, we review all securities to determine whether an other-than-temporary decline in value exists and whether losses should be recognized. 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, our intent to sell a security or whether it is more likely than not we will be required to sell the security before the recovery of its amortized cost which, in some cases, may extend to maturity and for equity securities, our ability and intent to hold the security for a period of time that allows for the recovery in value.

Maturities of investment securities at December 31, 2018 were as follows. Expected maturities may differ from contractual maturities because the underlying mortgages supporting mortgage backed securities may be prepaid without any penalties. Consequently, mortgage-backed securities are not presented by maturity category.

(In 000’s)	Amortized		Fair
	Cost		Value
Due in one year	$	-	$	-
Due after one year through five years		2,349		2,277
Due after five years through ten years		-		-
Government-sponsored enterprises residential mortgage-backed securities		2,349		2,304
	$	4,698	$	4,581

As of December 31, 2018 and 2017, investment securities with a carrying value of $3,668,000 and $4,297,000, respectively, were pledged as collateral to secure public deposits and contingent borrowing at the Federal Reserve Discount Window

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LOANS AND ALLOWANCE FOR LOAN LOSSES

12 Months Ended

Dec. 31, 2018

LOANS AND ALLOWANCE FOR LOAN LOSSES

4. LOANS AND ALLOWANCE FOR LOAN LOSSES

4. LOANS AND ALLOWANCE FOR LOAN LOSSES

The composition of the net loans is as follows:

	December 31,			December 31,
(In 000’s)	2018			2017
Commercial and industrial:
Commercial	$	1,055		$	909
SBA loans		18			19
Asset-based		472			870
Total commercial and industrial		1,545			1,798
Commercial real estate:
Commercial mortgages		9,532			11,671
SBA loans		248			669
Construction		-			419
Religious organizations		7,257			8,630
Total commercial real estate		17,038			21,389
Consumer real estate:
Home equity loans		628			641
Home equity lines of credit		15			17
1-4 family residential mortgages		583			1,071
Total consumer real estate		1,226			1,729
Consumer and other:
Student loans		622			700
Other		112			109
Total consumer and other		734			809
Allowance for loan losses		(278	)		(180	)
Loans, net	$	20,265		$	25,545

At December 31, 2018 there was no unearned discount. At December 31, 2017, the unearned discount totaled $10,858, and is included in the related loan accounts.

Loan Origination/Risk Management. The Bank has lending policies and procedures in place to maximize loan income within an acceptable level of risk. Management reviews and approves these policies and procedures on a regular basis. A reporting system supplements the review process by providing management with periodic reports related to loan origination, asset quality, concentrations of credit, loan delinquencies and non-performing and emerging problem loans. Diversification in the portfolio is a means of managing risk with fluctuations in economic conditions.

Commercial and industrial loans are underwritten after evaluating and understanding the borrower’s ability to operate prudently to service the projected debt. Once it is determined that the borrower’s management possesses sound ethics and solid business acumen, the Bank’s management examines current and projected cash flows to determine the ability of the borrower to repay their obligations as agreed. Commercial and industrial loans are primarily based on the identified cash flows of the borrower and secondarily on the underlying collateral provided by the borrower. The cash flows of borrowers, however, may not be as expected and collateral securing these loans may fluctuate in value. Most commercial and industrial loans are secured by the assets being financed or other business assets such as accounts receivable. The Bank may also seek credit enhancements for commercial and industrial loans from the Small Business Administration, Department of Transportation or other available programs. Generally, the Bank utilizes an advance formula for loans secured by eligible accounts receivable and other available programs to mitigate risk.

Commercial real estate loans are subject to underwriting standards and processes similar to commercial and industrial loans. These loans are viewed as cash flow loans first and secondarily as loans secured by real estate. Commercial real estate loans typically have higher principal amounts and the repayment of these loans is dependent on the successful operation of property securing the loan or business conducted on the property securing the loan. Commercial real estate loans may be more adversely affected by conditions in the real estate markets or in the general economy. The Bank tracks the level of owner occupied versus nonowner-occupied loans. Typically, owner-occupied real estate loans represent less risk for the Bank.

The Bank’s commercial real estate loans are largely concentrated in loans to religious organizations. These loans are generally made to these organizations are primarily for expansion and repair of church facilities (construction loans). The source of repayment is viewed as cash flow from tithes and offerings and secondarily as loans secured by real estate.

The Bank’s construction lending has primarily involved lending for construction of commercial properties although the Bank does lend funds for construction of single-family residences. Construction loans are underwritten utilizing feasibility studies, independent appraisals, analysis of lease rates, and the financial analysis of the developers and property owners. Construction loans are generally based upon estimates of costs and value associated with the complete project. These estimates can be inaccurate. Construction loans often involve the disbursement of substantial funds with repayment substantially dependent on the success of the ultimate project. Loan proceeds are disbursed during the construction phase according to a draw schedule based on the stage of completion. Construction projects are inspected by contracted inspectors or bank personnel. These loans are considered to have higher risks than other real estate loans due to their ultimate repayment being sensitive to interest rate changes, regulations of real property, general economic conditions and the availability of long-term financing.

Consumer loans are underwritten after an analysis of the borrower’s past and present financial information including credit score, personal financial statements, tax returns and other information deemed necessary to calculate debt service ratios that determine the ability of a borrower to repay the loan. Minimum debt service ratios have been established by policy. Underwriting standards for home equity loans are also heavily influenced by statutory requirements, which include, but are not limited to, a maximum loan-to-value percentage of 80% and documentation requirements.

The Bank performs an annual loan review by an independent third-party firm that reviews and validates the credit risk program. The results of these reviews are presented to the board and management. The loan review process reinforces the risk identification and assessment decisions made by lenders and credit administration personnel, as well as the Bank’s policies and procedures.

Concentrations of Credit. The Bank’s loan portfolio is concentrated in commercial real estate and commercial and industrial loans. Approximately $16.2 million of these loans are secured by owner occupied commercial real estate as of December 31, 2018. The Bank continues to have a significant concentration in lending to religious organizations for which total loans at December 31, 2018 were $7.3 million, or 35%, of the loan portfolio.

Related Party Loans. In the ordinary course of business, the Bank granted loans to certain directors, executive officers and their affiliates (collectively referred to as “related parties”). These loans were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other unaffiliated persons and do not involve more than normal risk of collectability. Disaffiliations include directors who do not stand for re-election and are no longer affiliated with the Bank. Activity in related party loans is presented in the following table.

	2018			2017
Balance outstanding at December 31,	$	679,612		$	866,934
Principal additions (affiliations)		-			-
Disaffiliations		-			-
Principal reductions		(224,288	)		(187,322	)
Balance outstanding at December 31,	$	455,324		$	679,612

Non-accrual and Past Due Loans. Loans are considered past due if the required principal and interest payments have not been received 30 days as of the date such payments were due. The Bank generally places a loan on non-accrual status when interest or principal is past due 90 days or more unless the loan is well secured and in the process of collection. 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.

An age analysis of past due loans, segregated by class of loans, as of December 31, 2018 is as follows:

(In 000’s)
			Accruing
	Loans		Loans 90 or
	30-89 Days		More Days				Total Past		Current
	Past Due		Past Due		Nonaccrual		Due Loans		Loans		Total Loans
Commercial and industrial:
Commercial	$	-	$	-	$	-	$	-	$	1,055	$	1,055
SBA loans		-		-		18		18		-		18
Asset-based		-		-		76		76		396		472
Total commercial and industrial		-		-		94		94		1,451		1,545
Commercial real estate:
Commercial mortgages		-		45		902		947		8,585		9,532
SBA loans		-		-		69		69		179		248
Construction		-		-		-		-		-		-
Religious organizations		-		-		179		179		7,078		7,257
Total commercial real estate		-		45		1,150		1,195		15,843		17,038
Consumer real estate:
Home equity loans		-		150		281		431		197		628
Home equity lines of credit		-		-		-		-		15		15
1-4 family residential mortgages		-		-		85		85		498		583
Total consumer real estate		-		150		366		516		710		1,226
Consumer and other:
Student loans		14		57		-		71		551		622
Other		1		-		-		1		111		112
Total consumer and other		15		57		-		72		662		734
Total loans	$	15	$	252	$	1,661	$	1,928	$	18,615	$	20,543

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

(In 000’s)
			Accruing
	Loans		Loans 90 or
	30-89 Days		More Days				Total Past		Current
	Past Due		Past Due		Nonaccrual		Due Loans		Loans		Total Loans
Commercial and industrial:
Commercial	$	-	$	-	$	-	$	-	$	909	$	909
SBA loans		-		-		-		-		19		19
Asset-based		-		-		76		76		794		794
Total commercial and industrial		-		-		76		76		1,722		1,798
Commercial real estate:
Commercial mortgages		50		208		935		1,193		10,478		11,671
SBA loans		-		-		81		81		588		669
Construction		-		-		-		-		419		419
Religious organizations		-		-		187		187		8,443		8,630
Total commercial real estate		50		208		1,203		1,461		19,928		21,389
Consumer real estate:
Home equity loans		38		123		289		450		191		641
Home equity lines of credit		-		-		-		-		17		17
1-4 family residential mortgages		64		-		48		112		959		1,071
Total consumer real estate		102		123		337		561		1,168		1,729
Consumer and other:
Student loans		32		55		-		87		613		700
Other		6		1		-		7		102		109
Total consumer and other		38		56		-		94		715		809
Total loans	$	190	$	387	$	1,616	$	2,192	$	23,533	$	25,725

Impaired Loans. The Bank identifies a loan as impaired when it is probable that interest and principal will not be collected according to the contractual terms of the loan agreement. The Bank recognizes interest income on impaired loans under the cash basis when the collateral on the loan is sufficient to cover the outstanding obligation to the Bank. If these factors do not exist, the Bank will record interest payments on the cost recovery basis.

In accordance with guidance provided by ASC 310-10, Accounting by Creditors for Impairment of a Loan, management employs one of three methods to determine and measure impairment: the Present Value of Future Cash Flow Method; the Fair Value of Collateral Method; or the Observable Market Price of a Loan Method. To perform an impairment analysis, the Company reviews a loan’s internally assigned grade, its outstanding balance, guarantors, collateral, strategy, and a current report of the action being implemented. Based on the nature of the specific loans, one of the impairment methods is chosen for the respective loan and any impairment is determined, based on criteria established in ASC 310-10.

The Company records partial charge-offs of impaired loans when the impairment is deemed permanent and is considered a loss. To date, these charge-offs have only included the unguaranteed portion of Small Business Administration (“SBA”) loans. Specific reserves are allocated to cover “other-than-permanent”impairment for which the underlying collateral value may fluctuate with market conditions. In 2018 and 2017, the Bank made partial charge-offs totaling approximately $18,000 and $52,000, respectively, related several impaired commercial real estate loans. Consumer real estate and other loans are not individually evaluated for impairment, but collectively evaluated, because they are pools of smaller balance homogeneous loans.

Year-end 2018 impaired loans are set forth in the following table.

(In 000’s)
	Unpaid Contractual		Recorded Investment		Recorded Investment		Total				Average		Interest recognized
	Principal		With No		With		Recorded		Related		Recorded		on impaired
	Balance		Allowance		Allowance		Investment		Allowance		Investment		loans
Commercial and industrial:
Commercial	$	213	$	-	$	213	$	213	$	81	$	213	$	2
SBA		-		-		-		-		-		-		-
Asset based		76		-		76		76		14		76		-
Total Commercial and industrial		289		-		289		289		95		289		2
Commercial real estate:
Commercial mortgages		898		739		159		898		13		948		-
SBA Loans		71		71		-		71		-		74		-
Religious Organizations		179		-		179		179		31		182		-
Total Commercial real estate		1,148		810		338		1,148		44		1,204		-
Total Loans	$	1,437	$	810	$	627	$	1,437	$	139	$	1,493	$	2

Year-end 2017 impaired loans are set forth in the following table.

(In 000’s)
	Unpaid Contractual		Recorded Investment		Recorded Investment		Total				Average		Interest recognized
	Principal		With No		With		Recorded		Related		Recorded		on impaired
	Balance		Allowance		Allowance		Investment		Allowance		Investment		loans
Commercial and industrial:
Commercial	$	-	$	-	$	-	$	-	$	-	$	14	$	30
SBA		-		-		-		-		-		-		-
Asset based		76		76		-		76		-		256		-
Total Commercial and industrial		-		-		-		-		-		270		30
Commercial real estate:
Commercial mortgages		933		933		-		933		-		1,215		-
SBA Loans		81		81		-		81		-		208		10
Religious Organizations		187		187		-		187		-		191		-
Total Commercial real estate		1,201		1,201		-		1,201		-		1,613		10
Total Loans	$	1,277	$	1,277	$	-	$	1,277	$	-	$	1,883	$	40

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.

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

(In 000’s)	Commercial Loans, December 31, 2018
	Good/ Excellent		Satisfactory		Pass		Special Mention		Substandard		Doubtful		Total
Commercial and industrial:
Commercial	$	250	$	592	$	-	$	-	$	213	$	-	$	1,055
SBA loans		-		-		-		-		18		-		18
Asset-based		-		272		124		-		-		76		472
		250		864		124		-		231		76		1,545
Commercial real estate:
Commercial mortgages		-		5,814		2,759		52		703		204		9,532
SBA Loans		-		179		-		-		69		-		248
Construction		-		-		-		-		-		-		-
Religious organizations		24		5,041		2,013		-		180		-		7,258
		24		11,034		4,772		52		952		204		17,038
Total commercial loans	$	274	$	11,898	$	4,896	$	52	$	1,183	$	280	$	18,583

	Residential Mortgage and Consumer Loans December 31, 2018
	Performing		Nonperforming		Total
Consumer Real Estate:
Home equity	$	197	$	431	$	628
Home equity line of credit		15		-		15
1-4 family residential mortgages		498		85		583
		710		516		1,226
Consumer Other:
Student loans		565		57		622
Other		112		-		112
		677		57		734
Total consumer loans	$	1,387	$	573	$	1,960

(In 000’s)	Commercial Loans, December 31, 2017
	Good/ Excellent		Satisfactory		Pass		Special Mention		Substandard		Doubtful		Total
Commercial and industrial:
Commercial	$	250	$	423	$	-	$	19	$	217	$	-	$	909
SBA loans		-		-		19		-		-		-		19
Asset-based		-		549		152		-		93		76		870
		250		972		171		19		310		76		1,798
Commercial real estate:
Commercial mortgages		-		7,876		2,764		17		797		217		11,671
SBA Loans		-		588		-		-		81		-		669
Construction		-		419		-		-		-		-		419
Religious organizations		48		7,560		835		-		187		-		8,630
		48		16,049		3,599		17		1,065		217		21,389
Total commercial loans	$	298	$	17,021	$	3,770	$	36	$	1,375	$	293	$	23,187

	Residential Mortgage and Consumer Loans December 31, 2017
	Performing		Nonperforming		Total
Consumer Real Estate:
Home equity	$	229	$	412	$	641
Home equity line of credit		17		-		17
1-4 family residential mortgages		1,023		48		1,071
		1,269		460		1,729
Consumer Other:
Student loans		645		55		700
Other		108		1		109
		753		56		809
Total consumer loans	$	2,022	$	516	$	2,538

Allowance for loan losses. The determination of the allowance for loan losses involves a higher degree of judgment and complexity than its other significant accounting policies. The allowance is the accumulation of three components that are calculated based on various independent methodologies that are based on management’s estimates. The three components are as follows:

· Specific Loan Evaluation Component – Includes the specific evaluation of impaired loans.

· Historical Charge-Off Component – Applies a rolling, eight-quarter historical charge-off rate to all pools of non-classified loans.

· Qualitative Factors Component – The loan portfolio is broken down into multiple homogenous sub classifications, upon which multiple factors (such as delinquency trends, economic conditions, concentrations, growth/volume trends, and management/staff ability) are evaluated, resulting in an allowance amount for each of the sub classifications. The sum of these amounts comprises the Qualitative Factors Component.

All of these factors may be susceptible to significant change. There were no changes in qualitative factors in 2018. There was a decrease in the historical loss factor for commercial and industrial loans in 2017 as a result of no charge-offs during the eight rolling quarters. In addition, the average balance of commercial and industrial loans declined because of loan paydowns and a shift in strategy away from this loan type. There were no changes in qualitative factors. The overall result was a reduction in the general reserve requirement for commercial and industrial loans.

There was a decrease in the historical loss factor for consumer real estate loans when comparing in 2017 as a result of a reduction in the average balance of consumer real estate loans declined as a result of loan paydowns coupled with a shift in strategy away from this loan type. There were no changes in qualitative factors. The overall result was a reduction in the general reserve requirement for consumer real estate loans.

To the extent actual outcomes differ from management’s estimates, additional provisions for loan losses may be required that would adversely impact earnings in future periods.

According to the Bank’s policy, a loss (“charge-off”) is to be recognized and charged to the allowance for loan losses as soon as a loan is recognized as uncollectible. All credits that are 90 days or more past due must be analyzed for the Bank’s ability to collect the outstanding principal and/or interest. Once a loss is known to exist, the charge-off approval process must be followed for all loan types. An analysis of the activity in the allowance for loan losses for the years 2018 and 2017 is as follows:

(in 000’s)	Year to Date ended December 31, 2018
	Commercial and industrial			Commercial real estate			Consumer real estate			Consumer loans other			Unallocated		Total
Beginning balance	$	7		$	155		$	10		$	8		$	-	$	180
Provision for possible loan losses		300			(3	)		(6	)		(7	)		33		317
Charge-offs		(208	)		(18	)		-			(8	)		-		(234	)
Recoveries		3			5			-			7			-		15
Net charge-offs		(205	)		(13	)		-			-			-		(219	)
Ending balance	$	102		$	139		$	4		$	-		$	33	$	278

(in 000’s)	Year to Date ended December 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 possible loan losses		(65	)		28			(10	)		(3	)		(32	)		(82	)
Charge-offs		-			(52	)		(18	)		(5	)		-			(75	)
Recoveries		4			-			28			5			-			37
Net charge-offs		4			(52	)		10			-			-			(38	)
Ending balance	$	7		$	155		$	10		$	8		$	-		$	180

There was an increase in the historical loss factor for commercial and industrial loans when comparing 2017 and 2018 due to net charge-off activity; however, this increase was offset by a decline in the average balances because of a reduction in loan balances as the Bank shifted away from non-SBA commercial and industrial loan originations. There were no changes in qualitative factors. The overall result was the general reserve requirement for commercial and industrial loans remained relatively unchanged from 2017.

There was a decrease in the historical loss factor for consumer installment loans when comparing 2017 and 2018 as a result of net recoveries coupled with a reduction in the average balance of consumer installment loans as a result of loan paydowns without replacement as the Bank no longer originates consumer loans. There were no changes in qualitative factors. The overall result was a reduction in the general reserve requirement for consumer real estate loans.

There was a decrease in the historical loss factor for consumer real estate loans when comparing 2016 and 2017 as a result of a reduction in the average balance of consumer real estate loans declined as a result of loan paydowns coupled with a shift in strategy away from this loan type. There were no changes in qualitative factors. The overall result was a reduction in the general reserve requirement for consumer real estate loans.

(in 000’s)	Year to Date ended December 31, 2018
	Commercial and industrial		Commercial real estate		Consumer real estate		Consumer loans other		Unallocated		Total
Period-end amount allocated to:
Loans individually evaluated for impairment	$	95	$	44	$	-	$	-	$	-	$	139
Loans collectively evaluated for impairment		7		95		4		-		33		139
	$	102	$	139	$	4	$	-	$	33	$	278
Loans, ending balance:
Loans individually evaluated for impairment	$	289	$	1,148	$	-	$	-	$	-	$	1,437
Loans collectively evaluated for impairment		1,256		15,890		1,226		734		-		19,106
Total	$	1,545	$	17,038	$	1,226	$	734	$	-	$	20,543

(in 000’s)	Year to Date ended 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

Troubled debt restructurings (“TDRs”). TDRs occur when a creditor, for economic or legal reasons related to a debtor’s financial condition, grants a concession to the debtor that it would not otherwise consider, such as a below market interest rate, extending the maturity of a loan, or a combination of both. The Company made modifications to certain loans in its commercial loan portfolio that included the term out of lines of credit to begin the amortization of principal. The terms of these loans do not include any financial concessions and are consistent with the current market. Management reviews all loan modifications to determine whether the modification qualifies as a TDR (i.e. whether the creditor has been granted a concession or is experiencing financial difficulties). Based on this review and evaluation, none of the loans modified during 2018 and 2017 met the criteria of a TDR. In addition, the Company had no loans classified as TDRs at December 31, 2018 and 2017.

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BANK PREMISES AND EQUIPMENT

12 Months Ended

Dec. 31, 2018

BANK PREMISES AND EQUIPMENT

5. BANK PREMISES AND EQUIPMENT

5. BANK PREMISES AND EQUIPMENT

The major classes of bank premises and equipment and the total accumulated depreciation are as follows at December 31:

(In 000’s)	Estimated
	useful life	2018			2017
Leasehold improvements	10-15 years	$	834		$	832
Furniture and equipment	3- 7 years		1,457			1,439
			2,291			2,271
Less accumulated depreciation			(2,128	)		(1,968	)
		$	163		$	303

Depreciation expense on fixed assets totaled $160,261 and $185,882 for the years ended December 31, 2018 and 2017, respectively.

The Bank leases its facilities and certain equipment under non-cancelable operating lease agreements. The amount of expense for operating leases for the years ended December 31, 2018 and 2017 was $473,767 and $477,689, respectively. Future minimum lease payments under operating leases are as follows:

(In 000’s)
Year ending December 31,	Operating leases
2019	$	515
2020		438
2021		447
2022		455
2023		316
Thereafter		-
Total minimum lease payments	$	2,171

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OTHER REAL ESTATE OWNED

12 Months Ended

Dec. 31, 2018

OTHER REAL ESTATE OWNED

6. OTHER REAL ESTATE OWNED

6. OTHER REAL ESTATE OWNED

Other real estate owned (“OREO”) consists of properties acquired as a result of deed in-lieu-of foreclosure and foreclosures. Properties or other assets are classified as OREO and are reported at the lower of carrying value or fair value, less estimated costs to sell. Costs relating to the development or improvement of assets are capitalized, and costs relating to holding the property are charged to expense.

The following schedule reflects the components of other real estate owned at December 31, 2018 and 2017:

(in 000’s)
	2018		2017
Commercial real estate	$	168	$	294
Residential real estate		224		332
Total	$	392	$	626

A summary of the change in other real estate owned follows:

(in 000’s)	Year Ended December 31, 2018			Year Ended December 31, 2017
Beginning Balance	$	626		$	447
Additions, transfers from loans		-			184
Sales		(229	)		-
Subtotal		397			631
Write-downs		(5	)		(5	)
Ending Balance	$	392		$	626

There was no residential real estate in the process of foreclosure as of December 31, 2018 and 2017.

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DEPOSITS

12 Months Ended

Dec. 31, 2018

DEPOSITS

7. DEPOSITS

7. DEPOSITS

At December 31, 2018, the scheduled maturities of time deposits (certificates of deposit) are as follows:

(In 000’s)	2019	$ 7,010
	2020	499
	2021	116
	2022	136
	2023	84
	Thereafter	22
		$ 7,867

The Company has a significant deposit relationship with the City of Philadelphia for which deposits totaled approximately $2.5 million at December 31, 2018. Total deposits in excess of $250,000 totaled approximately $12,820,000 and $17,010,000 at December 31, 2018 and 2017, respectively. Additionally, deposits held by related parties totaled $223,246 at December 31, 2018.

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BORROWINGS

12 Months Ended

Dec. 31, 2018

BORROWINGS

8. BORROWINGS

8. BORROWINGS

At December 31, 2018, the Bank has the ability to borrow up to $700,000 on a fully secured basis at the Discount Window of the Federal Reserve Bank for which the Bank currently has $750,000 in securities pledged. As of December 31, 2018 and 2017, the Bank had no borrowings outstanding.

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INCOME TAXES

12 Months Ended

Dec. 31, 2018

INCOME TAXES

9. INCOME TAXES

9. INCOME TAXES

At December 31, 2018, the Bank has net operating loss carry forwards of approximately $11,763,000 for income tax purposes that expire in 2024 through 2038.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amount used for income tax purposes. For financial reporting purposes, a valuation allowance of $2,755,000 and $2,505,700 as of December 31, 2018 and 2017, respectively, has been recognized to offset the net deferred tax assets related to the cumulative temporary differences and the tax loss carry forwards. Significant components of the Bank’s net deferred tax assets are as follows:

	December 31,
(in 000’s)	2018			2017
Deferred tax assets (liabilities):
Provision for loan losses	$	29		$	7
Unrealized (loss) gain on investment securities		(25	)		(15	)
Depreciation		37			(22	)
Net operating carryforwards		2,459			2,243
Other, net		230			278
Valuation allowance for deferred tax assets		(2,755	)		(2,506	)
Net deferred tax assets	$	(25	)	$	(15	)

	2018			2017
Effective rate reconciliation:
Tax at statutory rate (21% in 2018, 34% in 2017)	$	(312	)	$	(109	)
Change in tax rate		-			1,551
Nondeductible expenses		6			8
Increase in valuation allowance		290			(1,371	)
True-up of NOL		6			(74	)
Other		10			(5	)
Total tax expense	$	-		$	-

At December 31, 2018 and 2017, no valuation allowance was recorded for the deferred tax asset related to the unrealized holding losses on securities available-for-sale because the Company had the intent and the ability to hold these securities until recovery of the unrealized losses, which may be at maturity. The Company will continue to monitor its deferred tax position and may make changes to the valuation allowance recorded as circumstances change.

Management has evaluated the Bank’s tax positions and concluded that the Bank has taken no uncertain tax positions that require adjustment to the financial statements. With few exceptions, as of December 31, 2018, the Bank is no longer subject to income tax examinations by the U.S. federal, state or local tax authorities for the years before 2014.

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FINANCIAL INSTRUMENT COMMITMENTS

12 Months Ended

Dec. 31, 2018

FINANCIAL INSTRUMENT COMMITMENTS

10. FINANCIAL INSTRUMENT COMMITMENTS

10. FINANCIAL INSTRUMENT COMMITMENTS

The Bank is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and letters of credit, which are conditional commitments issued by the Bank to guarantee the performance of an obligation of a customer to a third party. Both arrangements have credit risk essentially the same as that involved in extending loans and are subject to the Bank’s normal credit policies. Collateral may be obtained based on management’s assessment of the customer.

The Bank’s exposure to credit loss in the event of nonperformance by the other party to the financial instruments is      represented by the contractual amount of those instruments.

A summary of the Bank’s financial instrument commitments is as follows:

	2018		2017
Commitments to extend credit	$	1,903,000	$	4,670,000
Outstanding letters of credit		45,000		317,000

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract and unused credit card lines. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee.

Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers.

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FAIR VALUE MEASUREMENTS

12 Months Ended

Dec. 31, 2018

FAIR VALUE MEASUREMENTS

11. FAIR VALUE MEASUREMENTS

11. FAIR VALUE MEASUREMENTS

The Company uses fair value measurements to record fair value adjustments to certain assets and to determine fair value disclosures. In accordance with the Fair Value Measurements and Disclosures topic of FASB ASC 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for the Bank’s various assets and liabilities. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument.

The fair value guidance provides a consistent definition of fair value, which focuses on exit price in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants at the measurement date under current market conditions. If there has been a significant decrease in the volume and level of activity for the asset or liability, a change in valuation technique or the use of multiple valuation techniques may be appropriate. In such instances, determining the price at which willing market participants would transact at the measurement date under current market conditions depends on the facts and circumstances and requires the use of significant judgment. The fair value is a reasonable point within the range that is most representative of fair value under current market conditions. In accordance with this guidance, the Company groups its assets and liabilities carried or disclosed at fair value in three levels as follows:

Level 1 Inputs

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

Level 2 Inputs

·	∙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 Inputs

· Prices or valuation techniques that require inputs that are both unobservable (i.e. supported by little or no market activity) and that are significant to the fair value of the assets or liabilities. These assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

An asset’s or liability’s financial categorization within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement.

Fair Value on a Recurring Basis

Securities Available for Sale: Where quoted prices are available in an active market, securities would be classified within Level 1 of the valuation hierarchy. Level 1 securities include money market funds. If quoted market prices are not available, then fair values are estimated by using pricing models, quoted prices of securities with similar characteristics, or discounted cash flow. Level 2 securities include U.S. agency securities and agency mortgage backed securities. In certain cases where there is limited activity or less transparency around inputs to the valuation, securities are classified within Level 3 of the valuation hierarchy.

As of December 31, 2018 and 2017, the fair value of the Bank’s available-for-sale securities portfolio was approximately $4,581,000 and $5,145,000 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 model-based valuation techniques for which the significant assumptions can be corroborated by market data. There were no transfers between Level 1 and Level 2 assets during the years ended December 31, 2018 or 2017.

Loans Held for Sale. Fair values are estimated by using actual quoted market bids for similar loans sold in active markets on or near the valuation date on a loan by loan basis.

Loans Held at Fair Value. Fair values 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 Assets. Fair values for servicing assets related to SBA loans are estimated based on the present value of future cash flows 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.

Assets on the consolidated balance sheets measured at fair value on a recurring basis are summarized below.

(in 000’s)			Fair Value Measurements at Reporting Date Using:
	Assets/Liabilities Measured at Fair Value at December 31, 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	$	2,277	$	-	$	2,277	$	-
Government Sponsored Enterprises residential mortgage-backed securities		2,304	$	-		2,304		-
Total	$	4,581	$	-	$	4,581		-
Loans held for sale	$	10,073	$	-	$	10,073		-
Loans held at fair value	$	5,420	$	-	$	-	$	5,420
Servicing asset	$	313	$	-	$	-	$	313

(in 000’s)			Fair Value Measurements at Reporting Date Using:
	Assets/Liabilities Measured at Fair Value at December 31, 2017		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	$	2,273	$	-	$	2,273	$	-
Government Sponsored Enterprises residential mortgage-backed securities		2,740		-		2,740		-
Money Market Funds		132		132		-
Total	$	5,145	$	132	$	5,013		-
Loans held for sale	$	10,297	$	-	$	10,297	$	-
Loans held at fair value	$	4,451	$	-	$	-	$	4,451
Servicing asset	$	319	$	-	$	-	$	319

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

(in 000’s

Assets measured at fair value	December 31, 2018 Fair value	December 31, 2017 Fair value	Principal valuation techniques	Significant observable inputs	December 31, 2018 Range of inputs (weighted average)	December 31, 2017 Range of inputs
Loans held at fair value:	$5,420	$4,451	Discounted cash flow	Constant prepayment rate	0% to 16.5% (10.35%)	8.54% to 10.41 %
				Weighted average life	2.04 yrs. to 6.89 yrs. (4.36 yrs.)	2.67 yrs. to 9.29 yrs.
				Discount rate	5.49% to 9.76% (7.86%)	9.00% to 11.62%
				Projected default rate	1.07% to 10.12% (3.57%)	0.75% to 7.61 %
				Projected recovery rate	9.66% to 51.86% (30.69%)

 (in 000’s)

Assets measured at fair value	December 31, 2018 Fair value	December 31, 2017 Fair Value	Principal valuation  techniques	Significant observable inputs	December 31,  2018 Range of inputs (weighted average)	December 31, 2017 Range of inputs
Servicing asset	$313	$319	Discounted cash flow	Constant prepayment rate	4.94% to 15.92% (10.66%)	5.58% to 10.67 %
				Weighted average life	2.04 yrs. to 6.77 yrs. (4.35 yrs.)	2.67 yrs. to 9.09 yrs.
				Weighted average discount rate	11.38% to 19.61% (15.08%)	11.75% to 19.74%

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:

Loans Held at Fair Value:

(in 000’s)	2018			2017
Balance at December 31,	$	4,451		$	4,207
Origination of loans		1,420			816
Principal repayments		(221	)		(191	)
Change in fair value		(230	)		(381	)
Balance at December 31,	$	5,420		$	4,451

Servicing Asset:

(in 000’s)	2018			2017
Balance at December 31,	$	319		$	313
Additions related to new loan origination		49			57
Change in fair value		(55	)		(51	)
Balance at December 31,	$	313		$	319

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 and liabilities carried on the consolidated balance sheets by level within the fair value hierarchy as of December 31, 2018, for which a nonrecurring change in fair value has been recorded during the year ended December 31, 2018.

Carrying Value at December 31, 2018:

(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	$	324	$	-	$	-	$	324
Other real estate owned	$	153	$	-	$	-	$	153

The following table presents the assets carried on the consolidated balance sheets by level within the fair value hierarchy as of December 31, 2017 for which a nonrecurring change in fair value has been recorded during the year ended December 31, 2017.

Carrying Value at December 31, 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)
Impaired Loans	$	134	$	-	$	-	$	134
Other real estate owned	$	626	$	-	$	-	$	626

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 December 31, 2018 and December 31, 2017, the fair values shown above exclude estimated selling costs of $ 15,000 and $16,000, respectively.

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 “Disclosure About Fair Value of Financial Instruments”, requires the disclosure of the fair value of financial assets and 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 fair value of financial instruments not previously disclosed are depicted below:

(in 000’s)

	Level in			2018				2017
	Value			Carrying		Fair		Carrying		Fair
Assets:	Hierarchy			Amount		Value		Amount		Value
Cash and cash equivalents	Level 1			$	8,438	$	8,438	$	11,671	$	7,803
Loans, net of allowance for loan losses		(1	)		20,265		21,979		25,545		26,617
Accrued interest receivable	Level 2				153		153		153		141
Liabilities:
Demand deposits	Level 2				29,816		29,816		34,610		28,497
Savings deposits	Level 2				10,589		10,589		11,505		11,735
Time deposits		(2	)		7,867		7,757		9,339		10,395
Accrued interest Payable	Level 2				17		17		14		11

(1)	Level 2 for non-impaired loans; Level 3 for certain impaired loans.
(2)	Level 1 for variable rate instruments, Level 3 for fixed rate instruments

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REVENUE RECOGNITION

12 Months Ended

Dec. 31, 2018

REVENUE RECOGNITION

12. REVENUE RECOGNITION

12. 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.

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.

Loan Syndication Fees – The Company contracts with certain corporate entities as an arranging institution for loan syndications whereby a fee is earned by the Company for soliciting, assembling, and obtaining commitments from other lenders related to certain facilities of the corporate entity. A portion of the fee is paid as an up-front payment for acting as the arranger, which is earned and recognized on the date the contract is signed without further commitment. Another

portion of the fee is earned, and generally paid, upon completion of the loan syndication arrangement which is the performance obligation for that portion of the fee.

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

	December 31,
	2018			2017
(Dollars in thousands)
Noninterest income:
In-scope of Topic 606
Customer Service Fees	$	409		$	397
ATM Fee Income		101			120
Loan Syndication Fees		150			154
Other income		37			48
Noninterest income (in-scope of Topic 606)		697			719
Noninterest income (out-of-scope of Topic 606)		(189	)		772
Total noninterest income	$	508		$	1,491

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CONSOLIDATED FINANCIAL INFORMATION-PARENT COMPANY ONLY

12 Months Ended

Dec. 31, 2018

13. CONSOLIDATED FINANCIAL INFORMATION-PARENT COMPANY ONLY

13. CONSOLIDATED FINANCIAL INFORMATION—PARENT COMPANY ONLY

Condensed Balance Sheets

(Dollars in thousands)	2018			2017
Assets:
Cash and cash equivalents	$	31		$	38
Investment in United Bank of Philadelphia		1,728			3,242
Total assets	$	1,759		$	3,280
Shareholders’ equity:
Preferred stock	$	1		$	1
Common stock		8			8
Additional paid-in capital		15,677			15,677
Accumulated deficit		(13,834	)		(12,349	)
Accumulated other comprehensive loss		(93	)		(57	)
Total shareholders’ equity	$	1,759		$	3,280

 Condensed Statements of Operations

Years ended December 31,
(Dollars in thousands)	2018			2017
Net loss	$	(7	)	$	(12	)
Equity in net loss of subsidiary		(1,479	)		(307	)
Net loss	$	(1,486	)	$	(319	)

Years ended December 31,
(Dollars in thousands)	2018			2017
Cash flows from operating activities:
Net loss	$	(1,486	)	$	(319	)
Adjustments:
Equity in net loss of subsidiary		1,479			307
Net cash used in operating activities		(7	)		(12	)
Cash flows from investing activities:
Investment in subsidiary		-			(875	)
Total cash flows from investing activities		-			(75	)
Cash flows from financing activities:
Issuance of Series B Preferred Stock		-			925
Total cash flows from financing activities		(7	)		925
Cash and cash equivalents at beginning of year		38			-
Cash and cash equivalents at end of year	$	31		$	38

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REGULATORY MATTERS

12 Months Ended

Dec. 31, 2018

LOANS AND ALLOWANCE FOR LOAN LOSSES

14. REGULATORY MATTERS

14. REGULATORY MATTERS

The Bank engages in the commercial banking business, with a particular focus on serving African Americans, Hispanics and women, and is subject to substantial competition from financial institutions in the Bank’s service area. As a bank holding company and a banking subsidiary, the Company and the Bank, respectively, are subject to regulation by the FDIC and the Pennsylvania Department of Banking (“PADOB”) and are required to maintain capital requirements established by those regulators. Effective January 1, 2010, the FDIC became the Bank’s primary regulator after it voluntarily surrendered its Federal Reserve Membership.

Prompt corrective actions may be taken by those regulators against banks that do not meet minimum capital requirements. Prompt corrective actions range from restriction or prohibition of certain activities to the appointment of a receiver or conservator of an institution’s net assets. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary, actions by regulators that if undertaken, could have a direct material effect on the Bank’s financial statements. Under capital adequacy guidelines that involve quantitative measures of the Bank’s assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices, the Bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.

Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the table below) of total Tier I capital (as defined in the regulations) for capital adequacy purposes to risk-weighted assets (as defined).

The most recent notification as of December 31, 2018, from the FDIC and PADOB categorized the Bank as “under-capitalized” under the regulatory framework for prompt and corrective action due to the Consent Orders described below. The Bank’s growth and other operating factors such as the need for additional provisions to the allowance for loans losses may have an adverse effect on its capital ratios.

The Company and the Bank’s actual capital amounts and ratios are as follow as of December 31, 2018:

(In 000’s)	Actual					Minimum to be Well Capitalized					Minimum to be Adequately Capitalized
	Amount		Ratio			Amount		Ratio			Amount		Ratio
Total (Tier II) capital to risk weighted assets:
Company	$	1,817		6.48	%		N/A				$	3,338		10.22	%
Bank		1,777		6.34			2,803		10.00	%		3,300		10.11
Tier I capital to risk weighted assets
Company		1,539		5.49			N/A					3,158		9.67
Bank		1,499		5.35			2,242		8.00	%		3,120		9.56
Common equity Tier I capital to risk weighted assets
Company		1,539		5.49			N/A					3,158		9.67
Bank		1,499		5.35			1,822		6.50	%		3,120		9.56
Tier I Leverage ratio (Tier I capital to total quarterly average assets)
Company		1,539		3.08			N/A					3,158		5.58
Bank		1,499		3.00			2,502		5.00	%		3,120		5.51

The Company and the Bank’s actual capital amounts and ratios are as follow as of December 31, 2017:

(In 000’s)	Actual					Minimum to be Well Capitalized					Minimum to be Adequately Capitalized
	Amount		Ratio			Amount		Ratio			Amount		Ratio
Total (Tier II) capital to risk weighted assets:
Company	$	3,338		10.22	%		N/A
Bank		3,300		10.11			3,265		10.0	%	$	2,612		8.00	%
Tier I capital to risk weighted assets
Company		3,158		9.67			N/A
Bank		3,120		9.56			2,612		8.00	%		1,959		6.00	%
Common equity Tier I capital to risk weighted assets
Company		3,158		9.67			N/A
Bank		3,120		9.56			2,122		6.50	%		1,469		4.50	%
Tier I Leverage ratio (Tier I capital to total quarterly average assets)
Company		3,158		5.58			N/A
Bank		3,120		5.51			2,829		5.00	%		2,263		4.00	%

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.

· 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.

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

As of December 31, 2018 and December 31, 2017, the Bank’s tier one leverage capital ratio was 3.00% and 5.51%, respectively, and its total risk-based capital ratio was 6.34% and 10.11%, 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:

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

· External equity investments—During 2017, the Company received external investments of $925,000 and from other financial institutions. In May 2021, the Company received a $600,000 capital investment from another financial institution.

· Performance grants---Management has developed a performance grant strategy to attract funding based on economic impact and job creation/retention. The goal is to obtain grant funding from local entities that are seeking a “return on impact”. In April 2019, the Bank received a $2.5 million economic stimulus grant from the City of Philadelphia.

· Other grants---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 grant revenue 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.

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.

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. As of March 31, 2022, the Bank’s total risk-based capital ratio and Tier 1 risk-based capital ratios were 23.01% and 9.83%, respectively.

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COMMITMENTS AND CONTINGENCIES

12 Months Ended

Dec. 31, 2018

FINANCIAL INSTRUMENT COMMITMENTS

15. COMMITMENTS AND CONTINGENCIES

15. COMMITMENTS AND CONTINGENCIES

The Bank is a defendant in certain claims and legal actions arising in the ordinary course of business. In the opinion of management, after consultation with legal counsel, the ultimate disposition of these matters is not expected to have a material adverse effect on the consolidated financial condition of the Company.

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SUBSEQUENT EVENTS

12 Months Ended

Dec. 31, 2018

SUBSEQUENT EVENTS

16. SUBSEQUENT EVENTS

16. SUBSEQUENT EVENTS

In April 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 and fair value write-downs may have an adverse effect on its capital ratios. During the year ended December 31, 2019, there were write-downs of loans held at fair value totaling approximately $639,000 primarily related to credit deterioration on the Bank’s SBA loan portfolio.

Beginning in March 2020, the onset of the COVID-19 pandemic has had an adverse economic effect on a global, national, and local level. Following the outbreak, market interest rates have declined significantly, as the 10-year Treasury bond fell below 1.00% in early March 2020 that could lead to a reduction in the Bank’s net interest margin. In addition, this event may adversely affect asset quality related to the Company’s small business loan customers that have been affected by a reduction in their business operations because of government-imposed restrictions. As a result, the Company has deferred loan payments as necessary for those customers that have been impacted by the pandemic. The pandemic has also affected the way that the Company is conducting business. Since notice of the pandemic, the Company has temporarily closed its Center City branch office and consolidated 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.

In May 2021, the Company received an external investment of $600,000 from another financial institution from the issuance of a combination of Common voting and Series C Preferred Stock. 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.

At March 31, 2022, the Bank’s Tier 1 leverage ratio was 9.83% and its total risk-based capital ratio was 23.01% which is considered “well capitalized” under the regulatory framework for prompt and corrective action.

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EARNINGS PER SHARE COMPUTATION

12 Months Ended

Dec. 31, 2018

EARNINGS PER SHARE COMPUTATION

17. EARNINGS PER SHARE COMPUTATION

17. EARNINGS PER SHARE COMPUTATION

Net income (loss) per common share is calculated as follows:

	Year ended December 31, 2018
	Loss			Shares		Per share
	(numerator)			(denominator)		amount
Net loss	$	(1,485,637	)
Basic EPS
Income attributable to common stockholders	$	(1,485,637	)		826,921	$	(1.80	)
Diluted EPS
Income attributable to common stockholders	$	(1,485,637	)		826,921	$	(1.80	)

	Year ended December 31, 2017
	Loss			Shares		Per share
	(numerator)			(denominator)		amount
Net loss	$	(319,426	)
Basic EPS
Income attributable to common stockholders	$	(319,426	)		826,921	$	(0.39	)
Diluted EPS
Income attributable to common stockholders	$	(319,426	)		826,921	$	(0.39	)

There were no common stock equivalents for the years December 31, 2018 and 2017.

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

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SUMMARY OF QUARTERLY RESULTS (UNAUDITED)

12 Months Ended

Dec. 31, 2018

SUMMARY OF QUARTERLY RESULTS (UNAUDITED)

18. SUMMARY OF QUARTERLY RESULTS (UNAUDITED)

18. SUMMARY OF QUARTERLY RESULTS (UNAUDITED)

The following summarizes the company’s consolidated results of operations during 2018 and 2017, on a quarterly basis:

(Dollars in thousands)

	2018
	Fourth			Third			Second			First
	Quarter			Quarter			Quarter			Quarter
Interest income	$	708		$	678		$	675		$	618
Interest expense		19			19			20			20
Net interest income		689			659			654			598
Provision (credit) for loan losses		272			20			5			20
Net interest after provision (credit) for loan losses		417			639			649			578
Noninterest income		(419	)		392			221			314
Noninterest expense		1,077			1,089			1,023			1,090
Net income (loss)	$	(1,079	)	$	(57	)	$	(152	)	$	(198	)
Basic income (loss) per common share	$	(1.31	)	$	(0.07	)	$	(0.18	)	$	(0.24	)
Diluted income (loss) per common share	$	(1.31	)	$	(0.07	)	$	(0.18	)	$	(0.24	)

(Dollars in thousands)

	2017
	Fourth			Third			Second			First
	Quarter			Quarter			Quarter			Quarter
Interest income	$	651		$	674		$	583		$	633
Interest expense		20			19			16			17
Net interest income		631			655			567			616
Provision (credit) for loan losses		9			(15	)		(46	)		(30	)
Net interest after provision (credit) for loan losses		622			670			613			646
Noninterest income		453			490			307			241
Noninterest expense		1,105			1,131			1,035			1,090
Net (loss) income	$	(30	)	$	29		$	(115	)	$	(203	)
Basic (loss) income per common share	$	(0.03	)	$	0.03		$	(0.14	)	$	(0.25	)
Diluted (loss) income per common share	$	(0.03	)	$	0.03		$	(0.14	)	$	(0.25	)

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GOING CONCERN

12 Months Ended

Dec. 31, 2018

GOING CONCERN

19. GOING CONCERN

19. 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 $1,486,000 and $319,000 for the years ended December 31, 2018 and 2017, respectively. 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 December 31, 2018, the Bank’s Tier 1 leverage capital ratio was 3.00% and its total risk-based capital ratio was 6.34%, which is considered “under- 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 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 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 recovery of SBA loan fair value write-downs and other cost reduction strategies. During 2018 and 2019, there were SBA fair value write-downs on defaulted loans that totaled approximately $1.2 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 has resulted in the reversal of approximately $200,000 in fair value write-downs. In 2020, as a result of collection efforts as well as increased capital levels, there has been an improvement in asset quality ratios that comply with the Bank’s Consent Orders.

· Strengthen Capital: A concentrated effort will continue to be made to stabilize and strengthen the Bank’s capital. Management has identified sources of external capital that have been received in 2020 and 2021. This capital will be used to further strengthen the Bank’s balance sheet. As of March 31, 2022, the Bank’s tier one leverage capital ratio was 9.83% and its total risk-based capital ratio was 23.01%, which is considered “well - capitalized”.

· 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 March 2021. Management plans to implement the Restoration Plan 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.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2018

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, the Bank. All significant intercompany transactions and balances have been eliminated.

Management's Use of Estimates

The preparation of the financial statements 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 for sale, and 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.

Marketing and Advertising

Marketing and advertising costs are expensed as incurred.

Statement of Cash Flows

For purposes of reporting cash flows, cash and cash equivalents include cash on hand, amounts due from banks, interest bearing deposits with banks that mature within 90 days and federal funds sold on an overnight basis. Changes in loans made to and deposits received from customers are reported on a net basis.

Securities

Bonds, notes, and debentures for which the Company has both the positive intent and ability to hold to maturity are classified as held-to-maturity and carried at cost, adjusted for premiums and discounts that are recognized in interest income using the interest method over the period to maturity.Investment securities that would be held for indefinite periods of time but not necessarily to maturity, including securities that would be used as part of the Bank’s asset/liability management strategy and possibly sold in response to changes in interest rates, prepayments and similar factors are classified as “Available for Sale.” These securities are carried at fair value, with any temporary unrealized gains or losses reported as a separate component of other comprehensive loss, net of the related income tax effect. Gains and losses on the sale of such securities are accounted for on the specific identification basis in the statements of operations on the trade date.

If transfers between the available-for-sale and held-to-maturity portfolios occur, they are accounted for at fair value and unrealized holding gains and losses are accounted for at the date of transfer. For securities transferred to available-for-sale from held-to-maturity, unrealized gains and losses as of the date of the transfer are recognized in accumulated other comprehensive loss as a separate component of shareholders’ equity. For securities transferred into the held-to-maturity portfolio from available-for-sale, unrealized gains and losses as of the date of the transfer continue to be reported in accumulated other comprehensive loss, and are amortized over the remaining life of the security as an adjustment to its yield, consistent with amortization of the premium or accretion of the discount.

Management evaluates securities for other-than-temporary impairment at least on a quarterly basis, and more frequently when economic or market concern warrants such evaluation. Declines in the fair value of individual debt securities below their cost that are deemed to be other than temporary result in write-downs of the individual securities to their fair value. Debt securities that are deemed to be other-than-temporarily impaired are reflected in earnings as realized losses to the extent impairment is related to credit losses. The amount of the impairment for debt securities related to other factors is recognized in other comprehensive loss. In evaluating whether impairment is temporary or other-than-temporary, management first considers whether the Bank intends to sell the security or it is more-likely-than-not that the Bank will be required to sell the security prior to recovery. In these circumstances, the loss is determined to be other-than-temporary and the difference between the security’s fair value and its amortized cost is reflected as a loss in the statement of operations. If management does not intend to sell the security and likely will not be required to sell the security prior to forecasted recovery, management evaluates whether it expects to recover the entire amortized cost of the debt security or if there is a credit loss. In evaluating whether there is a credit loss, management considers various qualitative factors which include (1) the length of time and the extent to which the fair value has been less than cost, (2) the reasons for the decline in the fair value, and (3) the financial position and access to capital of the issuer, including the current and future impact of any specific events. If, based on an analysis of these factors, management concludes that there is a credit loss, then management calculates the expected cash flows and records a loss in earnings equal to the difference between the amortized cost of the debt security and the expected present value of cash flows. The portion of the decline in fair value that is due to factors other than credit loss is recognized in other comprehensive loss. No investment securities held by the Bank as of December 31, 2018 and 2017 were subjected to a write-down due to credit related other-than-temporary impairment. Interest income from securities adjusted for the amortization of premiums and accretion of discounts is recognized in interest income using the interest method over the contractual lives of the related securities. Realized gains and losses, determined using the amortized cost value of the specific securities sold, are included in noninterest income in the statement of operations.

Transfers of Financial Assets

Transfers of financial assets are accounted for as sales when all the components meet the definition of a participating interest and when control over the assets has been surrendered. A participating interest generally represents (1) a proportionate (pro rata) ownership interest in an entire financial assets, (2) a relationship where from the date of transfer all cash flows received from the entire financial asset are divided proportionately among the participating interest holders in an amount equal to their share of ownership, (3) the priority of cash flows has certain characteristics, including no reduction in priority, subordination of interest, or recourse to the transferor other than standard representation or warranties, and (4) no party has the right to pledge or exchange the entire financial asset unless all participating interest holders agree to pledge or exchange the entire financial asset. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Bank, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and (3) the Bank does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity.

Loans Held for Sale

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 fair value based on a loan-by-loan valuation using actual market bids for the specific loans held or for loan sales for similar assets in the marketplace that have occurred near the valuation date. 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 cash flows 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 which is based primarily on the risk spread to LIBOR spot curve.

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.

Non-accrual and Past Due Loans

Loans are considered past due if the required principal and interest payments have not been received 30 days as of the date such payments were due. The Bank generally places a loan on non-accrual status when interest or principal is past due 90 days or more. If it otherwise appears doubtful that the loan will be repaid, management may place the loan on nonaccrual status before the lapse of 90 days. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured. Cash payments on nonaccrual loans are applied as principal payments.

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. An allowance for loan losses is not calculated for loans held for sale or carried at fair value.

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.

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.

Bank Premises and Equipment

Bank premises and equipment are stated at cost less accumulated depreciation. Depreciation is computed on the straight-line method over the estimated useful lives of the assets. Amortization of leasehold improvements is computed over the shorter of the related lease term or the useful life of the assets.

Income Taxes

The liability method is used in accounting for income taxes. Deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Realization of deferred tax assets is dependent on generating sufficient taxable income in the future. The Tax Cuts and Jobs Act, enacted on December 22, 2017, lowered the federal corporate income tax rate from 35% to 21% effective January 1, 2018. As a result, the carrying value of net deferred tax assets was reduced which increased income tax expense by $1,551,000 in 2017 but also reduced the valuation allowance against the net deferred tax assets by the same amount, therefore, there was no net effect on income tax expense.

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. It is the Bank’s policy to recognize interest and penalties related to unrecognized tax liabilities within income tax expense in the statement of operations.

The Bank does not have an accrual for uncertain tax positions as of December 31, 2018 or 2017, as deductions taken and benefits accrued are based on widely understood administrative practices and procedures and are based on clear and unambiguous tax law.

Income (Loss) Per Share ("EPS")

Basic EPS excludes dilution and is computed by dividing income (loss) available to common shareholders by the weighted average common shares outstanding during the period. Diluted EPS takes into account the potential dilution that could occur if securities or other contracts to issue common stock were exercised and converted into common stock.

Off-Balance-Sheet Financial Instruments

In the ordinary course of business, the Bank has entered into off-balance-sheet financial instruments consisting of commitments to extend credit and letters of credit. Such financial instruments are recorded in the financial statements when they become payable.

Other Real Estate Owned

Real estate properties acquired through, or in lieu of, loan foreclosure are to be sold and are initially recorded at fair value, net of estimated cost to sell, at the date of foreclosure, establishing a new cost basis. After foreclosure, valuations are periodically performed by management, and the real estate is carried at the lower of carrying amount or fair value less the cost to sell. Revenue and expenses from operations and changes in valuation subsequent to the initial foreclosure are charged to operations.

Segments

The Company has one reportable segment, “Community Banking.” All of the Company’s activities are interrelated, and each activity is dependent and assessed based on how each of the activities of the Company supports the other. For example, commercial lending is dependent upon the ability of the Bank to fund it with retail deposits and other borrowings and to manage interest rate and credit risk. This situation is also similar for consumer and residential mortgage lending. Accordingly, all significant operating decisions are based upon analysis of the Company as one operating segment or unit.

Reclassifications

Certain reclassifications have been made to the prior years’ financial statements to conform to the 2018 presentation, with no impact on earnings or shareholders’ equity.

Comprehensive Loss

Comprehensive income (loss) includes net income (loss) as well as certain other items that result in a change to equity during the period. The components of accumulated other comprehensive loss are as follows:

	December 31, 2018
(in 000’s)	Before tax			Tax		Net of tax
	amount			Benefit		Amount
Beginning balance	$	(73	)	$	16	$	(57	)
Unrealized loss on securities		(44	)		9		(35	)
Other comprehensive loss, net		(44	)		9		(35	)
Ending balance	$	(117	)	$	25	$	(92	)

	December 31, 2017
(in 000’s)	Before tax			Tax			Net of tax
	amount			Benefit			Amount
Beginning balance	$	(96	)	$	33		$	(63	)
Unrealized gain on securities		23			(8	)		15
Reclassification due to adoption of ASU 2018-02		-			(9	)		(9	)
Other comprehensive loss, net		23			(17	)		6
Ending balance	$	(73	)	$	16		$	(57	)

Effect of the Adoption of Accounting standards

Effective January 1, 2018, the Company adopted ASU 2014-09, Revenue from Contracts with Customers — Topic 606 and all subsequent ASUs that modified ASC 606. The standard required a company to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers at the time the transfer of goods or services takes place. The Company completed an assessment of revenue streams and review of the related contracts potentially affected by the new standard and concluded that ASU 2014-09 did not materially change the method in which it recognizes revenue. Therefore, implementation of the new standard had 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 9.

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 did not 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 affected 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.

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 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.

In January 2020, the FASB issued ASU 2020-4, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, March 2020, to provide temporary optional expedients and exceptions to the U.S. GAAP guidance on contract modifications to ease the financial reporting burdens of the expected market transition from LIBOR to alternative reference rates, such as Secured Overnight Financing Rate. Entities can elect not to apply certain modification accounting requirements to contracts affected by what the guidance calls reference rate reform, if certain criteria are met. An entity that makes this election would not have to remeasure the contracts at the modification date or reassess a previous accounting determination. The amendments in this ASU are effective for all entities upon issuance through December 31, 2022. The Company has identified its LIBOR exposure across product categories and is analyzing the risks associated with the LIBOR transition. However, it is too early to predict whether a new rate index replacement and the adoption of this ASU will have a material impact on the Company’s financial statements.

In October 2020, the FASB issued ASU 2020-08, Codification Improvements to Subtopic 310-20, Receivables – Nonrefundable Fees and Other Costs, which clarifies that, for each reporting period, an entity should reevaluate whether a callable debt security is within the scope of ASC 310-20-35-33. For public business entities, ASU 2020-08 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early application is not permitted. For all other entities, ASU 2020-08 is effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. This Update is not expected to have a significant impact on the Company’s financial statements.

In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848), which provides optional temporary guidance for entities transitioning away from the London Interbank Offered Rate (LIBOR) and other interbank offered

rates (IBORs) to new references rates so that derivatives affected by the discounting transition are explicitly eligible for certain optional expedients and exceptions within Topic 848. ASU 2021-01 clarifies that the derivatives affected by the discounting transition are explicitly eligible for certain optional expedients and exceptions in Topic 848. ASU 2021-01 is effective immediately for all entities. Entities may elect to apply the amendments on a full retrospective basis as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or on a prospective basis to new modifications from any date within an interim period that includes or is subsequent to the date of the issuance of a final update, up to the date that financial statements are available to be issued. The amendments in this update do not apply to contract modifications made, as well as new hedging relationships entered into, after December 31, 2022, and to existing hedging relationships evaluated for effectiveness for periods after December 31, 2022, except for certain hedging relationships existing as of December 31, 2022, that apply certain optional expedients in which the accounting effects are recorded through the end of the hedging relationship. This Update is not expected to have a significant impact on the Company’s financial statements.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Dec. 31, 2018

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Schedule of Comprehensive Income (Loss)

	December 31, 2018
(in 000’s)	Before tax			Tax		Net of tax
	amount			Benefit		Amount
Beginning balance	$	(73	)	$	16	$	(57	)
Unrealized loss on securities		(44	)		9		(35	)
Other comprehensive loss, net		(44	)		9		(35	)
Ending balance	$	(117	)	$	25	$	(92	)

	December 31, 2017
(in 000’s)	Before tax			Tax			Net of tax
	amount			Benefit			Amount
Beginning balance	$	(96	)	$	33		$	(63	)
Unrealized gain on securities		23			(8	)		15
Reclassification due to adoption of ASU 2018-02		-			(9	)		(9	)
Other comprehensive loss, net		23			(17	)		6
Ending balance	$	(73	)	$	16		$	(57	)

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INVESTMENTS (Tables)

12 Months Ended

Dec. 31, 2018

INVESTMENTS

Amortized cost, gross unrealized holding gains and losses, and estimated fair value

(in $000)	2018
			Gross		Gross
	Amortized		Unrealized		unrealized			Fair
	Cost		Gains		losses			Value
U.S. Government agency securities	$	2,349	$	-	$	(72	)	$	2,277
Government Sponsored Enterprises residential mortgage-backed securities		2,349		9		(54	)		2,304
	$	4,698	$	9	$	(126	)	$	4,581

	2017
			Gross		Gross
	Amortized		Unrealized		unrealized			Fair
	Cost		Gains		losses			Value
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

Description of Securities

	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	$	-	$	-		$	2,277	$	(72	)	$	2,277	$	(72	)
Mortgage backed
Securities		14		718		(10	)		1,299		(44	)		2,017		(54	)
Total temporarily
impaired investment
Securities		21	$	718	$	(10	)	$	3,576	$	(116	)	$	4,294	$	(126	)

	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	)
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	)

Maturities of investment securities

(In 000’s)	Amortized		Fair
	Cost		Value
Due in one year	$	-	$	-
Due after one year through five years		2,349		2,277
Due after five years through ten years		-		-
Government-sponsored enterprises residential mortgage-backed securities		2,349		2,304
	$	4,698	$	4,581

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LOANS AND ALLOWANCE FOR LOAN LOSSES (Tables)

12 Months Ended

Dec. 31, 2018

LOANS AND ALLOWANCE FOR LOAN LOSSES

Schedule of Composition of Net Loans

	December 31,			December 31,
(In 000’s)	2018			2017
Commercial and industrial:
Commercial	$	1,055		$	909
SBA loans		18			19
Asset-based		472			870
Total commercial and industrial		1,545			1,798
Commercial real estate:
Commercial mortgages		9,532			11,671
SBA loans		248			669
Construction		-			419
Religious organizations		7,257			8,630
Total commercial real estate		17,038			21,389
Consumer real estate:
Home equity loans		628			641
Home equity lines of credit		15			17
1-4 family residential mortgages		583			1,071
Total consumer real estate		1,226			1,729
Consumer and other:
Student loans		622			700
Other		112			109
Total consumer and other		734			809
Allowance for loan losses		(278	)		(180	)
Loans, net	$	20,265		$	25,545

Schedule of Activity in Related Party Loans

	2018			2017
Balance outstanding at December 31,	$	679,612		$	866,934
Principal additions (affiliations)		-			-
Disaffiliations		-			-
Principal reductions		(224,288	)		(187,322	)
Balance outstanding at December 31,	$	455,324		$	679,612

Schedule of Age Analysis of Past Due Loans

(In 000’s)
			Accruing
	Loans		Loans 90 or
	30-89 Days		More Days				Total Past		Current
	Past Due		Past Due		Nonaccrual		Due Loans		Loans		Total Loans
Commercial and industrial:
Commercial	$	-	$	-	$	-	$	-	$	1,055	$	1,055
SBA loans		-		-		18		18		-		18
Asset-based		-		-		76		76		396		472
Total commercial and industrial		-		-		94		94		1,451		1,545
Commercial real estate:
Commercial mortgages		-		45		902		947		8,585		9,532
SBA loans		-		-		69		69		179		248
Construction		-		-		-		-		-		-
Religious organizations		-		-		179		179		7,078		7,257
Total commercial real estate		-		45		1,150		1,195		15,843		17,038
Consumer real estate:
Home equity loans		-		150		281		431		197		628
Home equity lines of credit		-		-		-		-		15		15
1-4 family residential mortgages		-		-		85		85		498		583
Total consumer real estate		-		150		366		516		710		1,226
Consumer and other:
Student loans		14		57		-		71		551		622
Other		1		-		-		1		111		112
Total consumer and other		15		57		-		72		662		734
Total loans	$	15	$	252	$	1,661	$	1,928	$	18,615	$	20,543

(In 000’s)
			Accruing
	Loans		Loans 90 or
	30-89 Days		More Days				Total Past		Current
	Past Due		Past Due		Nonaccrual		Due Loans		Loans		Total Loans
Commercial and industrial:
Commercial	$	-	$	-	$	-	$	-	$	909	$	909
SBA loans		-		-		-		-		19		19
Asset-based		-		-		76		76		794		794
Total commercial and industrial		-		-		76		76		1,722		1,798
Commercial real estate:
Commercial mortgages		50		208		935		1,193		10,478		11,671
SBA loans		-		-		81		81		588		669
Construction		-		-		-		-		419		419
Religious organizations		-		-		187		187		8,443		8,630
Total commercial real estate		50		208		1,203		1,461		19,928		21,389
Consumer real estate:
Home equity loans		38		123		289		450		191		641
Home equity lines of credit		-		-		-		-		17		17
1-4 family residential mortgages		64		-		48		112		959		1,071
Total consumer real estate		102		123		337		561		1,168		1,729
Consumer and other:
Student loans		32		55		-		87		613		700
Other		6		1		-		7		102		109
Total consumer and other		38		56		-		94		715		809
Total loans	$	190	$	387	$	1,616	$	2,192	$	23,533	$	25,725

Schedule of Impaired Loan

(In 000’s)
	Unpaid Contractual		Recorded Investment		Recorded Investment		Total				Average		Interest recognized
	Principal		With No		With		Recorded		Related		Recorded		on impaired
	Balance		Allowance		Allowance		Investment		Allowance		Investment		loans
Commercial and industrial:
Commercial	$	213	$	-	$	213	$	213	$	81	$	213	$	2
SBA		-		-		-		-		-		-		-
Asset based		76		-		76		76		14		76		-
Total Commercial and industrial		289		-		289		289		95		289		2
Commercial real estate:
Commercial mortgages		898		739		159		898		13		948		-
SBA Loans		71		71		-		71		-		74		-
Religious Organizations		179		-		179		179		31		182		-
Total Commercial real estate		1,148		810		338		1,148		44		1,204		-
Total Loans	$	1,437	$	810	$	627	$	1,437	$	139	$	1,493	$	2

(In 000’s)
	Unpaid Contractual		Recorded Investment		Recorded Investment		Total				Average		Interest recognized
	Principal		With No		With		Recorded		Related		Recorded		on impaired
	Balance		Allowance		Allowance		Investment		Allowance		Investment		loans
Commercial and industrial:
Commercial	$	-	$	-	$	-	$	-	$	-	$	14	$	30
SBA		-		-		-		-		-		-		-
Asset based		76		76		-		76		-		256		-
Total Commercial and industrial		-		-		-		-		-		270		30
Commercial real estate:
Commercial mortgages		933		933		-		933		-		1,215		-
SBA Loans		81		81		-		81		-		208		10
Religious Organizations		187		187		-		187		-		191		-
Total Commercial real estate		1,201		1,201		-		1,201		-		1,613		10
Total Loans	$	1,277	$	1,277	$	-	$	1,277	$	-	$	1,883	$	40

Schedule of Bank's Loans by Class According to their Credit Quality Indictors

(In 000’s)	Commercial Loans, December 31, 2018
	Good/ Excellent		Satisfactory		Pass		Special Mention		Substandard		Doubtful		Total
Commercial and industrial:
Commercial	$	250	$	592	$	-	$	-	$	213	$	-	$	1,055
SBA loans		-		-		-		-		18		-		18
Asset-based		-		272		124		-		-		76		472
		250		864		124		-		231		76		1,545
Commercial real estate:
Commercial mortgages		-		5,814		2,759		52		703		204		9,532
SBA Loans		-		179		-		-		69		-		248
Construction		-		-		-		-		-		-		-
Religious organizations		24		5,041		2,013		-		180		-		7,258
		24		11,034		4,772		52		952		204		17,038
Total commercial loans	$	274	$	11,898	$	4,896	$	52	$	1,183	$	280	$	18,583

	Residential Mortgage and Consumer Loans December 31, 2018
	Performing		Nonperforming		Total
Consumer Real Estate:
Home equity	$	197	$	431	$	628
Home equity line of credit		15		-		15
1-4 family residential mortgages		498		85		583
		710		516		1,226
Consumer Other:
Student loans		565		57		622
Other		112		-		112
		677		57		734
Total consumer loans	$	1,387	$	573	$	1,960

(In 000’s)	Commercial Loans, December 31, 2017
	Good/ Excellent		Satisfactory		Pass		Special Mention		Substandard		Doubtful		Total
Commercial and industrial:
Commercial	$	250	$	423	$	-	$	19	$	217	$	-	$	909
SBA loans		-		-		19		-		-		-		19
Asset-based		-		549		152		-		93		76		870
		250		972		171		19		310		76		1,798
Commercial real estate:
Commercial mortgages		-		7,876		2,764		17		797		217		11,671
SBA Loans		-		588		-		-		81		-		669
Construction		-		419		-		-		-		-		419
Religious organizations		48		7,560		835		-		187		-		8,630
		48		16,049		3,599		17		1,065		217		21,389
Total commercial loans	$	298	$	17,021	$	3,770	$	36	$	1,375	$	293	$	23,187

	Residential Mortgage and Consumer Loans December 31, 2017
	Performing		Nonperforming		Total
Consumer Real Estate:
Home equity	$	229	$	412	$	641
Home equity line of credit		17		-		17
1-4 family residential mortgages		1,023		48		1,071
		1,269		460		1,729
Consumer Other:
Student loans		645		55		700
Other		108		1		109
		753		56		809
Total consumer loans	$	2,022	$	516	$	2,538

Schedule of Activity in the Allowance for Loan Losses

(in 000’s)	Year to Date ended December 31, 2018
	Commercial and industrial			Commercial real estate			Consumer real estate			Consumer loans other			Unallocated		Total
Beginning balance	$	7		$	155		$	10		$	8		$	-	$	180
Provision for possible loan losses		300			(3	)		(6	)		(7	)		33		317
Charge-offs		(208	)		(18	)		-			(8	)		-		(234	)
Recoveries		3			5			-			7			-		15
Net charge-offs		(205	)		(13	)		-			-			-		(219	)
Ending balance	$	102		$	139		$	4		$	-		$	33	$	278

(in 000’s)	Year to Date ended December 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 possible loan losses		(65	)		28			(10	)		(3	)		(32	)		(82	)
Charge-offs		-			(52	)		(18	)		(5	)		-			(75	)
Recoveries		4			-			28			5			-			37
Net charge-offs		4			(52	)		10			-			-			(38	)
Ending balance	$	7		$	155		$	10		$	8		$	-		$	180

Schedule of Temporary Impairment Losses, Investments

(in 000’s)	Year to Date ended December 31, 2018
	Commercial and industrial		Commercial real estate		Consumer real estate		Consumer loans other		Unallocated		Total
Period-end amount allocated to:
Loans individually evaluated for impairment	$	95	$	44	$	-	$	-	$	-	$	139
Loans collectively evaluated for impairment		7		95		4		-		33		139
	$	102	$	139	$	4	$	-	$	33	$	278
Loans, ending balance:
Loans individually evaluated for impairment	$	289	$	1,148	$	-	$	-	$	-	$	1,437
Loans collectively evaluated for impairment		1,256		15,890		1,226		734		-		19,106
Total	$	1,545	$	17,038	$	1,226	$	734	$	-	$	20,543

(in 000’s)	Year to Date ended 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

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BANK PREMISES AND EQUIPMENT (Tables)

12 Months Ended

Dec. 31, 2018

BANK PREMISES AND EQUIPMENT

Schedule of Bank Premises and Equipment

(In 000’s)	Estimated
	useful life	2018			2017
Leasehold improvements	10-15 years	$	834		$	832
Furniture and equipment	3- 7 years		1,457			1,439
			2,291			2,271
Less accumulated depreciation			(2,128	)		(1,968	)
		$	163		$	303

Schedule of Future Minimum Lease Payments under Operating lleases

(In 000’s)
Year ending December 31,	Operating leases
2019	$	515
2020		438
2021		447
2022		455
2023		316
Thereafter		-
Total minimum lease payments	$	2,171

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OTHER REAL ESTATE OWNED (Tables)

12 Months Ended

Dec. 31, 2018

OTHER REAL ESTATE OWNED

Schedule Of Components Of Other Real Estate

(in 000’s)
	2018		2017
Commercial real estate	$	168	$	294
Residential real estate		224		332
Total	$	392	$	626

Summary Of the Change in Other Real Estate Owned

(in 000’s)	Year Ended December 31, 2018			Year Ended December 31, 2017
Beginning Balance	$	626		$	447
Additions, transfers from loans		-			184
Sales		(229	)		-
Subtotal		397			631
Write-downs		(5	)		(5	)
Ending Balance	$	392		$	626

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DEPOSITS (Tables)

12 Months Ended

Dec. 31, 2018

DEPOSITS

Scheduled Of Maturities of Time Deposits

(In 000’s)	2019	$ 7,010
	2020	499
	2021	116
	2022	136
	2023	84
	Thereafter	22
		$ 7,867

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INCOME TAXES (Tables)

12 Months Ended

Dec. 31, 2018

INCOME TAXES

Components of the Bank's Net Deferred Tax Assets

	December 31,
(in 000’s)	2018			2017
Deferred tax assets (liabilities):
Provision for loan losses	$	29		$	7
Unrealized (loss) gain on investment securities		(25	)		(15	)
Depreciation		37			(22	)
Net operating carryforwards		2,459			2,243
Other, net		230			278
Valuation allowance for deferred tax assets		(2,755	)		(2,506	)
Net deferred tax assets	$	(25	)	$	(15	)

Schedule of Effective Income Tax Rate Reconciliation

	2018			2017
Effective rate reconciliation:
Tax at statutory rate (21% in 2018, 34% in 2017)	$	(312	)	$	(109	)
Change in tax rate		-			1,551
Nondeductible expenses		6			8
Increase in valuation allowance		290			(1,371	)
True-up of NOL		6			(74	)
Other		10			(5	)
Total tax expense	$	-		$	-

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FINANCIAL INSTRUMENT COMMITMENTS (Tables)

12 Months Ended

Dec. 31, 2018

FINANCIAL INSTRUMENT COMMITMENTS

Summary of the Bank's Financial Instrument Commitments

	2018		2017
Commitments to extend credit	$	1,903,000	$	4,670,000
Outstanding letters of credit		45,000		317,000

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FAIR VALUE MEASUREMENTS (Tables)

12 Months Ended

Dec. 31, 2018

Schedule of Assets Measured at Fair Value on a Recurring Basis

(in 000’s)			Fair Value Measurements at Reporting Date Using:
	Assets/Liabilities Measured at Fair Value at December 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	$	2,277	$	-	$	2,277	$	-
Government Sponsored Enterprises residential mortgage-backed securities		2,304	$	-		2,304		-
Total	$	4,581	$	-	$	4,581		-
Loans held for sale	$	10,073	$	-	$	10,073		-
Loans held at fair value	$	5,420	$	-	$	-	$	5,420
Servicing asset	$	313	$	-	$	-	$	313

(in 000’s)			Fair Value Measurements at Reporting Date Using:
	Assets/Liabilities Measured at Fair Value at December 31, 2017		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	$	2,273	$	-	$	2,273	$	-
Government Sponsored Enterprises residential mortgage-backed securities		2,740		-		2,740		-
Money Market Funds		132		132		-
Total	$	5,145	$	132	$	5,013		-
Loans held for sale	$	10,297	$	-	$	10,297	$	-
Loans held at fair value	$	4,451	$	-	$	-	$	4,451
Servicing asset	$	319	$	-	$	-	$	319

Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation

Assets measured at fair value	December 31, 2018 Fair value	December 31, 2017 Fair value	Principal valuation techniques	Significant observable inputs	December 31, 2018 Range of inputs (weighted average)	December 31, 2017 Range of inputs
Loans held at fair value:	$5,420	$4,451	Discounted cash flow	Constant prepayment rate	0% to 16.5% (10.35%)	8.54% to 10.41 %
				Weighted average life	2.04 yrs. to 6.89 yrs. (4.36 yrs.)	2.67 yrs. to 9.29 yrs.
				Discount rate	5.49% to 9.76% (7.86%)	9.00% to 11.62%
				Projected default rate	1.07% to 10.12% (3.57%)	0.75% to 7.61 %
				Projected recovery rate	9.66% to 51.86% (30.69%)

Assets measured at fair value	December 31, 2018 Fair value	December 31, 2017 Fair Value	Principal valuation  techniques	Significant observable inputs	December 31,  2018 Range of inputs (weighted average)	December 31, 2017 Range of inputs
Servicing asset	$313	$319	Discounted cash flow	Constant prepayment rate	4.94% to 15.92% (10.66%)	5.58% to 10.67 %
				Weighted average life	2.04 yrs. to 6.77 yrs. (4.35 yrs.)	2.67 yrs. to 9.09 yrs.
				Weighted average discount rate	11.38% to 19.61% (15.08%)	11.75% to 19.74%

Schedule of Assets and Liabilities Measured on a Nonrecurring Basis

(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	$	324	$	-	$	-	$	324
Other real estate owned	$	153	$	-	$	-	$	153

(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	$	134	$	-	$	-	$	134
Other real estate owned	$	626	$	-	$	-	$	626

Schedule of Fair Value of Financial Instruments not Previously Disclosed

	Level in			2018				2017
	Value			Carrying		Fair		Carrying		Fair
Assets:	Hierarchy			Amount		Value		Amount		Value
Cash and cash equivalents	Level 1			$	8,438	$	8,438	$	11,671	$	7,803
Loans, net of allowance for loan losses		(1	)		20,265		21,979		25,545		26,617
Accrued interest receivable	Level 2				153		153		153		141
Liabilities:
Demand deposits	Level 2				29,816		29,816		34,610		28,497
Savings deposits	Level 2				10,589		10,589		11,505		11,735
Time deposits		(2	)		7,867		7,757		9,339		10,395
Accrued interest Payable	Level 2				17		17		14		11

(1)	Level 2 for non-impaired loans; Level 3 for certain impaired loans.
(2)	Level 1 for variable rate instruments, Level 3 for fixed rate instruments

Loans Held At Fair Value [Member]

Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation

(in 000’s)	2018			2017
Balance at December 31,	$	4,451		$	4,207
Origination of loans		1,420			816
Principal repayments		(221	)		(191	)
Change in fair value		(230	)		(381	)
Balance at December 31,	$	5,420		$	4,451

Servicing Asset [Member]

Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation

(in 000’s)	2018			2017
Balance at December 31,	$	319		$	313
Additions related to new loan origination		49			57
Change in fair value		(55	)		(51	)
Balance at December 31,	$	313		$	319

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REVENUE RECOGNITION (Tables)

12 Months Ended

Dec. 31, 2018

REVENUE RECOGNITION

Disaggregation of Revenue

	December 31,
	2018			2017
(Dollars in thousands)
Noninterest income:
In-scope of Topic 606
Customer Service Fees	$	409		$	397
ATM Fee Income		101			120
Loan Syndication Fees		150			154
Other income		37			48
Noninterest income (in-scope of Topic 606)		697			719
Noninterest income (out-of-scope of Topic 606)		(189	)		772
Total noninterest income	$	508		$	1,491

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CONSOLIDATED FINANCIAL INFORMATION-PARENT COMPANY ONLY (Tables)

12 Months Ended

Dec. 31, 2018

Condensed Balance Sheets

(Dollars in thousands)	2018			2017
Assets:
Cash and cash equivalents	$	31		$	38
Investment in United Bank of Philadelphia		1,728			3,242
Total assets	$	1,759		$	3,280
Shareholders’ equity:
Preferred stock	$	1		$	1
Common stock		8			8
Additional paid-in capital		15,677			15,677
Accumulated deficit		(13,834	)		(12,349	)
Accumulated other comprehensive loss		(93	)		(57	)
Total shareholders’ equity	$	1,759		$	3,280

Condensed Statement of Operations

Years ended December 31,
(Dollars in thousands)	2018			2017
Net loss	$	(7	)	$	(12	)
Equity in net loss of subsidiary		(1,479	)		(307	)
Net loss	$	(1,486	)	$	(319	)

Condensed Statement of Cash Flows

Years ended December 31,
(Dollars in thousands)	2018			2017
Cash flows from operating activities:
Net loss	$	(1,486	)	$	(319	)
Adjustments:
Equity in net loss of subsidiary		1,479			307
Net cash used in operating activities		(7	)		(12	)
Cash flows from investing activities:
Investment in subsidiary		-			(875	)
Total cash flows from investing activities		-			(75	)
Cash flows from financing activities:
Issuance of Series B Preferred Stock		-			925
Total cash flows from financing activities		(7	)		925
Cash and cash equivalents at beginning of year		38			-
Cash and cash equivalents at end of year	$	31		$	38

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REGULATORY MATTERS (Tables)

12 Months Ended

Dec. 31, 2018

LOANS AND ALLOWANCE FOR LOAN LOSSES

Schedule of Company and the Bank's Actual Capital Amounts and Ratios

(In 000’s)	Actual					Minimum to be Well Capitalized					Minimum to be Adequately Capitalized
	Amount		Ratio			Amount		Ratio			Amount		Ratio
Total (Tier II) capital to risk weighted assets:
Company	$	1,817		6.48	%		N/A				$	3,338		10.22	%
Bank		1,777		6.34			2,803		10.00	%		3,300		10.11
Tier I capital to risk weighted assets
Company		1,539		5.49			N/A					3,158		9.67
Bank		1,499		5.35			2,242		8.00	%		3,120		9.56
Common equity Tier I capital to risk weighted assets
Company		1,539		5.49			N/A					3,158		9.67
Bank		1,499		5.35			1,822		6.50	%		3,120		9.56
Tier I Leverage ratio (Tier I capital to total quarterly average assets)
Company		1,539		3.08			N/A					3,158		5.58
Bank		1,499		3.00			2,502		5.00	%		3,120		5.51

(In 000’s)	Actual					Minimum to be Well Capitalized					Minimum to be Adequately Capitalized
	Amount		Ratio			Amount		Ratio			Amount		Ratio
Total (Tier II) capital to risk weighted assets:
Company	$	3,338		10.22	%		N/A
Bank		3,300		10.11			3,265		10.0	%	$	2,612		8.00	%
Tier I capital to risk weighted assets
Company		3,158		9.67			N/A
Bank		3,120		9.56			2,612		8.00	%		1,959		6.00	%
Common equity Tier I capital to risk weighted assets
Company		3,158		9.67			N/A
Bank		3,120		9.56			2,122		6.50	%		1,469		4.50	%
Tier I Leverage ratio (Tier I capital to total quarterly average assets)
Company		3,158		5.58			N/A
Bank		3,120		5.51			2,829		5.00	%		2,263		4.00	%

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EARNINGS PER SHARE COMPUTATION (Tables)

12 Months Ended

Dec. 31, 2018

EARNINGS PER SHARE COMPUTATION

Schedule of Net Income (Loss) Per Common Share

	Year ended December 31, 2018
	Loss			Shares		Per share
	(numerator)			(denominator)		amount
Net loss	$	(1,485,637	)
Basic EPS
Income attributable to common stockholders	$	(1,485,637	)		826,921	$	(1.80	)
Diluted EPS
Income attributable to common stockholders	$	(1,485,637	)		826,921	$	(1.80	)

	Year ended December 31, 2017
	Loss			Shares		Per share
	(numerator)			(denominator)		amount
Net loss	$	(319,426	)
Basic EPS
Income attributable to common stockholders	$	(319,426	)		826,921	$	(0.39	)
Diluted EPS
Income attributable to common stockholders	$	(319,426	)		826,921	$	(0.39	)

XML

SUMMARY OF QUARTERLY RESULTS (UNAUDITED) (Tables)

12 Months Ended

Dec. 31, 2018

SUMMARY OF QUARTERLY RESULTS (UNAUDITED)

Schedule of Quarterly Financial Information

	2018
	Fourth			Third			Second			First
	Quarter			Quarter			Quarter			Quarter
Interest income	$	708		$	678		$	675		$	618
Interest expense		19			19			20			20
Net interest income		689			659			654			598
Provision (credit) for loan losses		272			20			5			20
Net interest after provision (credit) for loan losses		417			639			649			578
Noninterest income		(419	)		392			221			314
Noninterest expense		1,077			1,089			1,023			1,090
Net income (loss)	$	(1,079	)	$	(57	)	$	(152	)	$	(198	)
Basic income (loss) per common share	$	(1.31	)	$	(0.07	)	$	(0.18	)	$	(0.24	)
Diluted income (loss) per common share	$	(1.31	)	$	(0.07	)	$	(0.18	)	$	(0.24	)

	2017
	Fourth			Third			Second			First
	Quarter			Quarter			Quarter			Quarter
Interest income	$	651		$	674		$	583		$	633
Interest expense		20			19			16			17
Net interest income		631			655			567			616
Provision (credit) for loan losses		9			(15	)		(46	)		(30	)
Net interest after provision (credit) for loan losses		622			670			613			646
Noninterest income		453			490			307			241
Noninterest expense		1,105			1,131			1,035			1,090
Net (loss) income	$	(30	)	$	29		$	(115	)	$	(203	)
Basic (loss) income per common share	$	(0.03	)	$	0.03		$	(0.14	)	$	(0.25	)
Diluted (loss) income per common share	$	(0.03	)	$	0.03		$	(0.14	)	$	(0.25	)

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Other comprehensive loss, net	$ (35,139)	$ 15,033
Before tax [Member]
Beginning balance	(73)	(96)
Unrealized loss on securities	44	23
Other comprehensive loss, net	(44)	0
Reclassification due to adoption of ASU 2018-02		23
Ending balance	(117)	(73)
Tax Benefit [Member]
Beginning balance	16	33
Unrealized loss on securities	9	8
Other comprehensive loss, net	9	(9)
Reclassification due to adoption of ASU 2018-02		(17)
Ending balance	25	16
Net of tax [Member]
Beginning balance	(57)	(63)
Unrealized loss on securities	35	15
Other comprehensive loss, net	(35)	(9)
Reclassification due to adoption of ASU 2018-02		6
Ending balance	$ (92)	$ (57)

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)
Entity Incorporation, Date of Incorporation	April 8, 1993
Increased income tax expense	$ 1,551,000
Effective tax rate	21.00%	35.00%

XML

CASH AND DUE FROM BANK BALANCES (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
CASH AND DUE FROM BANK BALANCES (Details Narrative)
Required reserve balances	$ 100,000	$ 100,000

XML

INVESTMENTS (Details) - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Available-for-sale securities, Fair Value	$ 4,581,000	$ 5,145,000
U.S. Government agency securities [Member]
Available-for-sale securities, Gross unrealized gains	(72,000)	0
Available-for-sale securities, Gross unrealized losses	0	76,000
Available-for-sale securities, Amortized cost	2,349,000	2,349,000
Available-for-sale securities, Fair Value	2,277,000	2,273,000
Government Sponsored Enterprises residential mortgage-backed securities [Member]
Available-for-sale securities, Gross unrealized gains	(9,000)	(21,000)
Available-for-sale securities, Gross unrealized losses	54,000	18,000
Available-for-sale securities, Amortized cost	2,349,000	2,737,000
Available-for-sale securities, Fair Value	2,304,000	2,740,000
Other Debt Obligations [Member]
Available-for-sale securities, Gross unrealized gains	(9,000)	(21)
Available-for-sale securities, Gross unrealized losses	126	94,000
Available-for-sale securities, Amortized cost	4,698,000	5,218,000
Available-for-sale securities, Fair Value	$ 4,581,000	5,145,000
Investments in money market funds [Member]
Available-for-sale securities, Gross unrealized gains		0
Available-for-sale securities, Gross unrealized losses		0
Available-for-sale securities, Amortized cost		132,000
Available-for-sale securities, Fair Value		$ 132,000

XML

INVESTMENTS (Details 1) - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Available-for-sale securities, fair value	$ 4,580,610	$ 5,144,707
Mortgage-backed Securities [Member]
Available-for-sale securities, greater than 12 months, fair value	1,299	377,000
Available-for-sale securities, greater than 12 months, gross unrealized losses	44	11,000
Available-for-sale securities, less than 12 months, fair value	718,000	1,124,000
Available-for-sale securities, less than 12 months, gross unrealized losses	10,000	7,000
Available-for-sale securities, fair value	2,017,000	1,501,000
Available-for-sale securities, gross unrealized losses	$ 54,000	$ 18,000
Number of Securities	14,000	8,000
U.S. Government agency securities [Member]
Available-for-sale securities, greater than 12 months, fair value	$ 2,277	$ 2,028
Available-for-sale securities, greater than 12 months, gross unrealized losses	72	71
Available-for-sale securities, less than 12 months, fair value	0	245,000
Available-for-sale securities, less than 12 months, gross unrealized losses	0	5,000
Available-for-sale securities, fair value	2,277,000	2,273,000
Available-for-sale securities, gross unrealized losses	$ 72,000	$ 76,000
Number of Securities	7,000	7,000
Other Debt Obligations [Member]
Available-for-sale securities, greater than 12 months, fair value	$ 3,576	$ 2,405,000
Available-for-sale securities, greater than 12 months, gross unrealized losses	116	82,000
Available-for-sale securities, less than 12 months, fair value	718	1,369
Available-for-sale securities, less than 12 months, gross unrealized losses	10	12
Available-for-sale securities, fair value	4,294	3,774,000
Available-for-sale securities, gross unrealized losses	$ 126	$ 94,000
Number of Securities	21	15

XML

INVESTMENTS (Details 2) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017
Total	$ 4,581	$ 5,145
Amortized Cost [Member]
Total	4,698
Due after five years through ten years	0
Due after one year through five years	2,349
Due in one year or less	0
Government-sponsored enterprises residential mortgage-backed securities	2,349
Fair Value [Member]
Due after five years through ten years	0
Due after one year through five years	2,277
Due in one year or less	0
Government-sponsored enterprises residential mortgage-backed securities	2,304
Total	$ 4,581

XML

INVESTMENTS (Details Narrative) - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Investment securities with a carrying value	$ 3,668,000	$ 4,297,000

XML

LOANS AND ALLOWANCE FOR LOAN LOSSES (Details) - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Allowance for loan losses	$ (278,000)	$ (180,000)
Loans, net	20,264,768	25,545,751
Commercial Real Estate [Member]
Loans, net	17,038,000	21,389,000
Commercial Real Estate [Member] | Commercial Mortgages [Member]
Loans, net	9,532,000	11,671,000
Commercial Real Estate [Member] | SBA Loans [Member]
Loans, net	248,000	669,000
Commercial Real Estate [Member] | Religious Organizations [Member]
Loans, net	7,257,000	8,630,000
Commercial Real Estate [Member] | Construction Portfolio [Member]
Loans, net	0	419,000
Consumer Real Estate [Member]
Loans, net	1,226,000	1,729,000
Consumer Real Estate [Member] | Home Equity Loans [Member]
Loans, net	628,000	641,000
Consumer Real Estate [Member] | Home Equity Lines of Credit [Member]
Loans, net	15,000	17,000
Consumer Real Estate [Member] | 1-4 Family Residential Mortgages [Member]
Loans, net	583,000	1,071,000
Consumer And Other [Member]
Loans, net	734,000	809,000
Consumer And Other [Member] | Student Loans [Member]
Loans, net	622,000	700,000
Consumer And Other [Member] | Other [Member]
Loans, net	112,000	109,000
Fair Value [Member]
Loans, net	20,265,000	25,545,000
Commercial And Industrials [Member]
Loans, net	1,545,000	1,798,000
Commercial And Industrials [Member] | SBA Loans [Member]
Loans, net	18,000	19,000
Commercial And Industrials [Member] | Commercial [Member]
Loans, net	1,055,000	909,000
Commercial And Industrials [Member] | Asset-Based [Member]
Loans, net	$ 472,000	$ 870,000

XML

LOANS AND ALLOWANCE FOR LOAN LOSSES (Details 1) - Related Party [Member] - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Balance outstanding beginning	$ 679,612	$ 866,934
Principal additions (affiliations)	0	0
Disaffiliations	0	0
Principal reductions	224,288	187,322
Balance outstanding ending	$ 455,324	$ 679,612

XML

LOANS AND ALLOWANCE FOR LOAN LOSSES (Details 2) - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Loans, net	$ 20,264,768	$ 25,545,751
Commercial And Industrials [Member]
Loans, net	1,545,000	1,798,000
Financing Receivables 30 To 89 Days Past Due [Member]
Loans, net	15,000	190,000
Financing Receivables 30 To 89 Days Past Due [Member] | Commercial And Industrials [Member]
Loans, net	0	0
Current Loans [Member]
Loans, net	18,615,000	23,533,000
Current Loans [Member] | Commercial And Industrials [Member]
Loans, net	1,451,000	1,722,000
Total Past Due Loans [Member]
Loans, net	1,928,000	2,192,000
Total Past Due Loans [Member] | Commercial And Industrials [Member]
Loans, net	94,000	76,000
Accruing Loans 90 or More Days Past Due [Member]
Loans, net	252,000	387,000
Accruing Loans 90 or More Days Past Due [Member] | Commercial And Industrials [Member]
Loans, net	0	0
Nonaccrual [Member]
Loans, net	1,661,000	1,616,000
Nonaccrual [Member] | Commercial And Industrials [Member]
Loans, net	94,000	76,000
SBA Loans [Member] | Commercial And Industrials [Member]
Loans, net	18,000	19,000
SBA Loans [Member] | Current Loans [Member] | Commercial And Industrials [Member]
Loans, net	0	19,000
SBA Loans [Member] | Total Past Due Loans [Member] | Commercial And Industrials [Member]
Loans, net	18,000	0
SBA Loans [Member] | Accruing Loans 90 or More Days Past Due [Member] | Commercial And Industrials [Member]
Loans, net	0	0
SBA Loans [Member] | Nonaccrual [Member] | Commercial And Industrials [Member]
Loans, net	18,000	0
SBA Loans [Member] | Loans 30-89 Days Past Due [Member] | Commercial And Industrials [Member]
Loans, net	0	0
Commercial [Member] | Commercial And Industrials [Member]
Loans, net	1,055,000	909,000
Commercial [Member] | Financing Receivables 30 To 89 Days Past Due [Member] | Commercial And Industrials [Member]
Loans, net	0	0
Commercial [Member] | Current Loans [Member] | Commercial And Industrials [Member]
Loans, net	1,055,000	909,000
Commercial [Member] | Total Past Due Loans [Member] | Commercial And Industrials [Member]
Loans, net	0	0
Commercial [Member] | Accruing Loans 90 or More Days Past Due [Member] | Commercial And Industrials [Member]
Loans, net	0	0
Commercial [Member] | Nonaccrual [Member] | Commercial And Industrials [Member]
Loans, net	0	0
Asset-Based [Member] | Commercial And Industrials [Member]
Loans, net	472,000	870,000
Asset-Based [Member] | Commercial And Industrials [Member] | Totals [Member]
Loans, net	472,000	794,000
Asset-Based [Member] | Financing Receivables 30 To 89 Days Past Due [Member] | Commercial And Industrials [Member]
Loans, net	0	0
Asset-Based [Member] | Current Loans [Member] | Commercial And Industrials [Member]
Loans, net	396,000	794,000
Asset-Based [Member] | Total Past Due Loans [Member] | Commercial And Industrials [Member]
Loans, net	76,000	76,000
Asset-Based [Member] | Accruing Loans 90 or More Days Past Due [Member] | Commercial And Industrials [Member]
Loans, net	0	0
Asset-Based [Member] | Nonaccrual [Member] | Commercial And Industrials [Member]
Loans, net	76,000	76,000
Total Loan [Member]
Loans, net	20,543,000	25,725,000
Commercial Real Estate [Member]
Loans, net	17,038,000	21,389,000
Commercial Real Estate [Member] | Financing Receivables 30 To 89 Days Past Due [Member]
Loans, net	0	50,000
Commercial Real Estate [Member] | Current Loans [Member]
Loans, net	15,843,000	19,928,000
Commercial Real Estate [Member] | Total Past Due Loans [Member]
Loans, net	1,195,000	1,461,000
Commercial Real Estate [Member] | Accruing Loans 90 or More Days Past Due [Member]
Loans, net	45,000	208,000
Commercial Real Estate [Member] | Nonaccrual [Member]
Loans, net	1,150,000	1,203,000
Commercial Real Estate [Member] | Commercial Mortgages [Member]
Loans, net	9,532,000	11,671,000
Commercial Real Estate [Member] | Commercial Mortgages [Member] | Financing Receivables 30 To 89 Days Past Due [Member]
Loans, net	0	50,000
Commercial Real Estate [Member] | Commercial Mortgages [Member] | Current Loans [Member]
Loans, net	8,585,000	10,478,000
Commercial Real Estate [Member] | Commercial Mortgages [Member] | Total Past Due Loans [Member]
Loans, net	947,000	1,193,000
Commercial Real Estate [Member] | Commercial Mortgages [Member] | Accruing Loans 90 or More Days Past Due [Member]
Loans, net	45,000	208,000
Commercial Real Estate [Member] | Commercial Mortgages [Member] | Nonaccrual [Member]
Loans, net	902,000	935,000
Commercial Real Estate [Member] | SBA Loans [Member]
Loans, net	248,000	669,000
Commercial Real Estate [Member] | SBA Loans [Member] | Financing Receivables 30 To 89 Days Past Due [Member]
Loans, net	0	0
Commercial Real Estate [Member] | SBA Loans [Member] | Current Loans [Member]
Loans, net	179,000	588,000
Commercial Real Estate [Member] | SBA Loans [Member] | Total Past Due Loans [Member]
Loans, net	69,000	81,000
Commercial Real Estate [Member] | SBA Loans [Member] | Accruing Loans 90 or More Days Past Due [Member]
Loans, net	0	0
Commercial Real Estate [Member] | SBA Loans [Member] | Nonaccrual [Member]
Loans, net	69,000	81,000
Commercial Real Estate [Member] | Religious Organizations [Member]
Loans, net	7,257,000	8,630,000
Commercial Real Estate [Member] | Religious Organizations [Member] | Financing Receivables 30 To 89 Days Past Due [Member]
Loans, net	0	0
Commercial Real Estate [Member] | Religious Organizations [Member] | Current Loans [Member]
Loans, net	7,078,000	8,443,000
Commercial Real Estate [Member] | Religious Organizations [Member] | Total Past Due Loans [Member]
Loans, net	179,000	187,000
Commercial Real Estate [Member] | Religious Organizations [Member] | Accruing Loans 90 or More Days Past Due [Member]
Loans, net	0	0
Commercial Real Estate [Member] | Religious Organizations [Member] | Nonaccrual [Member]
Loans, net	179,000	187,000
Commercial Real Estate [Member] | Construction Portfolio [Member]
Loans, net	0	419,000
Commercial Real Estate [Member] | Construction Portfolio [Member] | Financing Receivables 30 To 89 Days Past Due [Member]
Loans, net	0	0
Commercial Real Estate [Member] | Construction Portfolio [Member] | Current Loans [Member]
Loans, net	0	419,000
Commercial Real Estate [Member] | Construction Portfolio [Member] | Total Past Due Loans [Member]
Loans, net	0	0
Commercial Real Estate [Member] | Construction Portfolio [Member] | Accruing Loans 90 or More Days Past Due [Member]
Loans, net	0	0
Commercial Real Estate [Member] | Construction Portfolio [Member] | Nonaccrual [Member]
Loans, net	0	0
Consumer Real Estate [Member]
Loans, net	1,226,000	1,729,000
Consumer Real Estate [Member] | Financing Receivables 30 To 89 Days Past Due [Member]
Loans, net	0	102,000
Consumer Real Estate [Member] | Current Loans [Member]
Loans, net	710,000	1,168,000
Consumer Real Estate [Member] | Total Past Due Loans [Member]
Loans, net	516,000	561,000
Consumer Real Estate [Member] | Accruing Loans 90 or More Days Past Due [Member]
Loans, net	150,000	123,000
Consumer Real Estate [Member] | Nonaccrual [Member]
Loans, net	366,000	337,000
Consumer Real Estate [Member] | Home Equity Loans [Member]
Loans, net	628,000	641,000
Consumer Real Estate [Member] | Home Equity Loans [Member] | Financing Receivables 30 To 89 Days Past Due [Member]
Loans, net	0	38,000
Consumer Real Estate [Member] | Home Equity Loans [Member] | Current Loans [Member]
Loans, net	197,000	191,000
Consumer Real Estate [Member] | Home Equity Loans [Member] | Total Past Due Loans [Member]
Loans, net	431,000	450,000
Consumer Real Estate [Member] | Home Equity Loans [Member] | Accruing Loans 90 or More Days Past Due [Member]
Loans, net	150,000	123,000
Consumer Real Estate [Member] | Home Equity Loans [Member] | Nonaccrual [Member]
Loans, net	281,000	289,000
Consumer Real Estate [Member] | Home Equity Lines of Credit [Member]
Loans, net	15,000	17,000
Consumer Real Estate [Member] | Home Equity Lines of Credit [Member] | Financing Receivables 30 To 89 Days Past Due [Member]
Loans, net	0	0
Consumer Real Estate [Member] | Home Equity Lines of Credit [Member] | Current Loans [Member]
Loans, net	15,000	17,000
Consumer Real Estate [Member] | Home Equity Lines of Credit [Member] | Total Past Due Loans [Member]
Loans, net	0	0
Consumer Real Estate [Member] | Home Equity Lines of Credit [Member] | Accruing Loans 90 or More Days Past Due [Member]
Loans, net	0	0
Consumer Real Estate [Member] | Home Equity Lines of Credit [Member] | Nonaccrual [Member]
Loans, net	0	0
Consumer Real Estate [Member] | 1-4 Family Residential Mortgages [Member]
Loans, net	583,000	1,071,000
Consumer Real Estate [Member] | 1-4 Family Residential Mortgages [Member] | Financing Receivables 30 To 89 Days Past Due [Member]
Loans, net	0	64,000
Consumer Real Estate [Member] | 1-4 Family Residential Mortgages [Member] | Current Loans [Member]
Loans, net	498,000	959,000
Consumer Real Estate [Member] | 1-4 Family Residential Mortgages [Member] | Total Past Due Loans [Member]
Loans, net	85,000	112,000
Consumer Real Estate [Member] | 1-4 Family Residential Mortgages [Member] | Accruing Loans 90 or More Days Past Due [Member]
Loans, net	0	0
Consumer Real Estate [Member] | 1-4 Family Residential Mortgages [Member] | Nonaccrual [Member]
Loans, net	85,000	48,000
Consumer And Other [Member]
Loans, net	734,000	809,000
Consumer And Other [Member] | Financing Receivables 30 To 89 Days Past Due [Member]
Loans, net	15,000	38,000
Consumer And Other [Member] | Current Loans [Member]
Loans, net	662,000	715,000
Consumer And Other [Member] | Total Past Due Loans [Member]
Loans, net	72,000	94,000
Consumer And Other [Member] | Accruing Loans 90 or More Days Past Due [Member]
Loans, net	57,000	56,000
Consumer And Other [Member] | Nonaccrual [Member]
Loans, net	0	0
Consumer And Other [Member] | Student Loans [Member]
Loans, net	622,000	700,000
Consumer And Other [Member] | Student Loans [Member] | Financing Receivables 30 To 89 Days Past Due [Member]
Loans, net	14,000	32,000
Consumer And Other [Member] | Student Loans [Member] | Current Loans [Member]
Loans, net	551,000	613,000
Consumer And Other [Member] | Student Loans [Member] | Total Past Due Loans [Member]
Loans, net	71,000	87,000
Consumer And Other [Member] | Student Loans [Member] | Accruing Loans 90 or More Days Past Due [Member]
Loans, net	57,000	55,000
Consumer And Other [Member] | Student Loans [Member] | Nonaccrual [Member]
Loans, net	0	0
Consumer And Other [Member] | Other [Member]
Loans, net	112,000	109,000
Consumer And Other [Member] | Other [Member] | Financing Receivables 30 To 89 Days Past Due [Member]
Loans, net	1,000	6,000
Consumer And Other [Member] | Other [Member] | Current Loans [Member]
Loans, net	111,000	102,000
Consumer And Other [Member] | Other [Member] | Total Past Due Loans [Member]
Loans, net	1,000	7,000
Consumer And Other [Member] | Other [Member] | Accruing Loans 90 or More Days Past Due [Member]
Loans, net	0	1,000
Consumer And Other [Member] | Other [Member] | Nonaccrual [Member]
Loans, net	$ 0	$ 0

XML

LOANS AND ALLOWANCE FOR LOAN LOSSES (Details 3) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Interest recognized on impaired loans [Member]
Loans, Impaired	$ 2,000	$ 40,000
Interest recognized on impaired loans [Member] | Commercial And Industrials [Member]
Loans, Impaired	2,000	30,000
Interest recognized on impaired loans [Member] | SBA Loans [Member] | Commercial And Industrials [Member]
Loans, Impaired	0	0
Interest recognized on impaired loans [Member] | Commercial [Member] | Commercial And Industrials [Member]
Loans, Impaired	2,000	30,000
Interest recognized on impaired loans [Member] | Asset-Based [Member] | Commercial And Industrials [Member]
Loans, Impaired	14,000	0
Interest recognized on impaired loans [Member] | Commercial Real Estate [Member]
Loans, Impaired	0	10,000
Interest recognized on impaired loans [Member] | Commercial Real Estate [Member] | Commercial Mortgages [Member]
Loans, Impaired	0	0
Interest recognized on impaired loans [Member] | Commercial Real Estate [Member] | SBA Loans [Member]
Loans, Impaired	0	10,000
Interest recognized on impaired loans [Member] | Commercial Real Estate [Member] | Religious Organizations [Member]
Loans, Impaired	0	0
Unpaid Contractual Principal Balance [Member]
Loans, Impaired	1,437,000	1,277,000
Unpaid Contractual Principal Balance [Member] | Commercial And Industrials [Member]
Loans, Impaired	289,000	0
Unpaid Contractual Principal Balance [Member] | SBA Loans [Member] | Commercial And Industrials [Member]
Loans, Impaired	0	0
Unpaid Contractual Principal Balance [Member] | Commercial [Member] | Commercial And Industrials [Member]
Loans, Impaired	213,000	0
Unpaid Contractual Principal Balance [Member] | Asset-Based [Member] | Commercial And Industrials [Member]
Loans, Impaired	76,000	76,000
Unpaid Contractual Principal Balance [Member] | Commercial Real Estate [Member]
Loans, Impaired	1,148,000	1,201,000
Unpaid Contractual Principal Balance [Member] | Commercial Real Estate [Member] | Commercial Mortgages [Member]
Loans, Impaired	898,000	933,000
Unpaid Contractual Principal Balance [Member] | Commercial Real Estate [Member] | SBA Loans [Member]
Loans, Impaired	71,000	81,000
Unpaid Contractual Principal Balance [Member] | Commercial Real Estate [Member] | Religious Organizations [Member]
Loans, Impaired	179,000	187,000
Recorded Investment With No Allowance [Member]
Loans, Impaired	810,000	1,277,000
Recorded Investment With No Allowance [Member] | Commercial And Industrials [Member]
Loans, Impaired	0	0
Recorded Investment With No Allowance [Member] | SBA Loans [Member] | Commercial And Industrials [Member]
Loans, Impaired	0	0
Recorded Investment With No Allowance [Member] | Commercial [Member] | Commercial And Industrials [Member]
Loans, Impaired	0	0
Recorded Investment With No Allowance [Member] | Asset-Based [Member] | Commercial And Industrials [Member]
Loans, Impaired	0	76,000
Recorded Investment With No Allowance [Member] | Commercial Real Estate [Member]
Loans, Impaired	810,000	1,201,000
Recorded Investment With No Allowance [Member] | Commercial Real Estate [Member] | Commercial Mortgages [Member]
Loans, Impaired	739,000	933,000
Recorded Investment With No Allowance [Member] | Commercial Real Estate [Member] | SBA Loans [Member]
Loans, Impaired	71,000	81,000
Recorded Investment With No Allowance [Member] | Commercial Real Estate [Member] | Religious Organizations [Member]
Loans, Impaired	0	187,000
Recorded Investment With Allowance [Member]
Loans, Impaired	627,000	0
Recorded Investment With Allowance [Member] | Commercial And Industrials [Member]
Loans, Impaired	289,000	0
Recorded Investment With Allowance [Member] | SBA Loans [Member] | Commercial And Industrials [Member]
Loans, Impaired	0	0
Recorded Investment With Allowance [Member] | Commercial [Member] | Commercial And Industrials [Member]
Loans, Impaired	213,000	0
Recorded Investment With Allowance [Member] | Asset-Based [Member] | Commercial And Industrials [Member]
Loans, Impaired	76,000	76,000
Recorded Investment With Allowance [Member] | Commercial Real Estate [Member]
Loans, Impaired	338,000	0
Recorded Investment With Allowance [Member] | Commercial Real Estate [Member] | Commercial Mortgages [Member]
Loans, Impaired	159,000	0
Recorded Investment With Allowance [Member] | Commercial Real Estate [Member] | SBA Loans [Member]
Loans, Impaired	0	0
Recorded Investment With Allowance [Member] | Commercial Real Estate [Member] | Religious Organizations [Member]
Loans, Impaired	179,000	0
Total Recorded Investment [Member]
Loans, Impaired	1,437,000	1,277,000
Total Recorded Investment [Member] | Commercial And Industrials [Member]
Loans, Impaired	289,000	0
Total Recorded Investment [Member] | SBA Loans [Member] | Commercial And Industrials [Member]
Loans, Impaired	0	0
Total Recorded Investment [Member] | Commercial [Member] | Commercial And Industrials [Member]
Loans, Impaired	213,000	0
Total Recorded Investment [Member] | Asset-Based [Member] | Commercial And Industrials [Member]
Loans, Impaired	0	0
Total Recorded Investment [Member] | Commercial Real Estate [Member]
Loans, Impaired	1,148,000	1,201,000
Total Recorded Investment [Member] | Commercial Real Estate [Member] | Commercial Mortgages [Member]
Loans, Impaired	898,000	933,000
Total Recorded Investment [Member] | Commercial Real Estate [Member] | SBA Loans [Member]
Loans, Impaired	71,000	81,000
Total Recorded Investment [Member] | Commercial Real Estate [Member] | Religious Organizations [Member]
Loans, Impaired	179,000	187,000
Related Allowance [Member]
Loans, Impaired	139,000	0
Related Allowance [Member] | Commercial And Industrials [Member]
Loans, Impaired	95,000	0
Related Allowance [Member] | SBA Loans [Member] | Commercial And Industrials [Member]
Loans, Impaired	0	0
Related Allowance [Member] | Commercial [Member] | Commercial And Industrials [Member]
Loans, Impaired	81,000	0
Related Allowance [Member] | Asset-Based [Member] | Commercial And Industrials [Member]
Loans, Impaired	0	0
Related Allowance [Member] | Commercial Real Estate [Member]
Loans, Impaired	44,000	0
Related Allowance [Member] | Commercial Real Estate [Member] | Commercial Mortgages [Member]
Loans, Impaired	13,000	0
Related Allowance [Member] | Commercial Real Estate [Member] | SBA Loans [Member]
Loans, Impaired	0	0
Related Allowance [Member] | Commercial Real Estate [Member] | Religious Organizations [Member]
Loans, Impaired	31,000	0
Average Recorded Investment [Member]
Loans, Impaired	1,493,000	1,883,000
Average Recorded Investment [Member] | Commercial And Industrials [Member]
Loans, Impaired	289,000	270,000
Average Recorded Investment [Member] | SBA Loans [Member] | Commercial And Industrials [Member]
Loans, Impaired	0	0
Average Recorded Investment [Member] | Commercial [Member] | Commercial And Industrials [Member]
Loans, Impaired	213,000	14,000
Average Recorded Investment [Member] | Asset-Based [Member] | Commercial And Industrials [Member]
Loans, Impaired	0	256,000
Average Recorded Investment [Member] | Commercial Real Estate [Member]
Loans, Impaired	1,204,000	1,613,000
Average Recorded Investment [Member] | Commercial Real Estate [Member] | Commercial Mortgages [Member]
Loans, Impaired	948,000	1,215,000
Average Recorded Investment [Member] | Commercial Real Estate [Member] | SBA Loans [Member]
Loans, Impaired	74,000	208,000
Average Recorded Investment [Member] | Commercial Real Estate [Member] | Religious Organizations [Member]
Loans, Impaired	$ 182,000	$ 191,000

XML

LOANS AND ALLOWANCE FOR LOAN LOSSES (Details 4) - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Total	$ 17,038	$ 21,389
Total commercial loans	18,583	23,187
Total of Commercial and industrial	1,545	1,798
Construction [Member]
Total	0	419
Pass [Member]
Total commercial loans	4,896	3,770
Pass [Member] | Commercial Real Estate Construction [Member]
Loans receivable	0	0
Special Mention [Member]
Loans receivable	52,000	36,000
Special Mention [Member] | Commercial Real Estate Construction [Member]
Loans receivable	0	0
Substandard [Member]
Total commercial loans	1,183	1,375
Substandard [Member] | Commercial Real Estate Construction [Member]
Total	952	1,065
Loans receivable	0	0
Doubtful [Member]
Total commercial loans	280	293
Doubtful [Member] | Commercial Real Estate Construction [Member]
Total	204	217
Loans receivable	0	0
Satisfactory [Member]
Total commercial loans	11,898	17,021
Satisfactory [Member] | Construction [Member]
Total	0	419
Good / Excellentl [Member]
Total commercial loans	274	298
Good / Excellentl [Member] | Commercial Real Estate Construction [Member]
Loans receivable	0	0
Commercial [Member]
Total	1,055	909
Commercial And Industrial Of Commercial [Member] | Pass [Member]
Loans receivable	0	0
Commercial And Industrial Of Commercial [Member] | Substandard [Member]
Loans receivable	213,000	217,000
Commercial And Industrial Of Commercial [Member] | Doubtful [Member]
Total	76	76
Loans receivable	0	0
Commercial And Industrial Of Commercial [Member] | Satisfactory [Member]
Total	864	972
Loans receivable	592	423,000
Commercial And Industrial Of Commercial [Member] | Good / Excellentl [Member]
Total	250	250
Loans receivable	250	250,000
Commercial And Industrial Of Commerciall [Member] | Special Mention [Member]
Loans receivable	0	19
Commercial And Industrial Of SBA Loans [Member] | Pass [Member]
Total	124	171
Loans receivable	0	19,000
Commercial And Industrial Of SBA Loans [Member] | Doubtful [Member]
Loans receivable	0	0
Commercial And Industrial Of SBA Loans [Member] | Satisfactory [Member]
Loans receivable	0	0
Commercial And Industrial Of SBA Loans [Member] | Good / Excellentl [Member]
Loans receivable	0	0
Commercial And Industrial Of SBA Loans Member [Member] | Special Mention [Member]
Total	0	19
Loans receivable	0	0
Commercial And Industrial Of SBA Loans Member [Member] | Substandard [Member]
Total	231	310
Loans receivable	18,000	0
Commercial And Industrial Of Asset Based [Member] | Pass [Member]
Loans receivable	124,000	152,000
Commercial And Industrial Of Asset Based [Member] | Special Mention [Member]
Loans receivable	0	0
Commercial And Industrial Of Asset Based [Member] | Substandard [Member]
Loans receivable	0	93,000
Commercial And Industrial Of Asset Based [Member] | Doubtful [Member]
Loans receivable	76	76
Commercial And Industrial Of Asset Based [Member] | Satisfactory [Member]
Loans receivable	272,000	549,000
Commercial And Industrial Of Asset Based [Member] | Good / Excellentl [Member]
Loans receivable	0	0
Commercial Real Estate Commercial Mortgage [Member]
Total	9,532	11,671
Commercial Real Estate Commercial Mortgage [Member] | Pass [Member]
Loans receivable	2,759	2,764
Commercial Real Estate Commercial Mortgage [Member] | Special Mention [Member]
Loans receivable	52	17
Commercial Real Estate Commercial Mortgage [Member] | Substandard [Member]
Loans receivable	703	797
Commercial Real Estate Commercial Mortgage [Member] | Doubtful [Member]
Loans receivable	204	217
Commercial Real Estate Commercial Mortgage [Member] | Satisfactory [Member]
Loans receivable	5,814,000	7,876,000
Commercial Real Estate Commercial Mortgage [Member] | Good / Excellentl [Member]
Loans receivable	0	0
Commercial Real Estate SBA Loans [Member] | Pass [Member]
Loans receivable	0	0
Commercial Real Estate SBA Loans [Member] | Special Mention [Member]
Loans receivable	0	0
Commercial Real Estate SBA Loans [Member] | Doubtful [Member]
Loans receivable	0	0
Commercial Real Estate SBA Loans [Member] | Satisfactory [Member]
Loans receivable	179,000	588,000
Commercial Real Estate SBA Loans [Member] | Good / Excellentl [Member]
Total	24	48
Loans receivable	0	0
Commercial Real EState SBA Loans [Member] | Substandard [Member]
Loans receivable	69,000	81,000
Commercial Real Estate Religious Organizations [Member] | Pass [Member]
Total	4,772	3,599
Loans receivable	2,013,000	835,000
Commercial Real Estate Religious Organizations [Member] | Special Mention [Member]
Total	52	17
Loans receivable	0	0
Commercial Real Estate Religious Organizations [Member] | Substandard [Member]
Loans receivable	180,000	187,000
Commercial Real Estate Religious Organizations [Member] | Doubtful [Member]
Loans receivable	0	0
Commercial Real Estate Religious Organizations [Member] | Satisfactory [Member]
Total	11,034	16,049
Loans receivable	5,041,000	7,560,000
Commercial Real Estate Religious Organizations [Member] | Good / Excellentl [Member]
Loans receivable	24,000	48,000
SBA Loans [Member]
Total	18	19
Asset-Based [Member]
Total	472	870
SBA Loans 1 [Member]
Total	248	669
Religious Organizations [Member]
Total	$ 7,258	$ 8,630

XML

LOANS AND ALLOWANCE FOR LOAN LOSSES (Details 5) - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Acquired with deteriorated credit quality	$ 1,960	$ 2,538
Home Equity Loans [Member] | Consumer Real Estate [Member]
Acquired with deteriorated credit quality	628,000	641,000
Home Equity Lines of Credit [Member] | Consumer Real Estate [Member]
Acquired with deteriorated credit quality	15	17
1-4 Family Residential Mortgages [Member] | Consumer Real Estate [Member]
Acquired with deteriorated credit quality	583,000	1,071,000
Student Loans [Member] | Consumer And Other [Member]
Acquired with deteriorated credit quality	622,000	700,000
Consumer Other [Member]
Acquired with deteriorated credit quality	734	809
Consumer Other [Member] | Other [Member]
Acquired with deteriorated credit quality	112,000	109,000
Consumer Real Estate[Member]
Acquired with deteriorated credit quality	1,226	1,729
Performing Financial Instruments [Member] | Residential 1 - 4 Family Residential Mortgage [Member]
Acquired with deteriorated credit quality	498,000	1,023,000
Performing Financial Instruments [Member] | Home equity line of credit [Member] | Consumer Real Estates [Member]
Acquired with deteriorated credit quality	15,000	17,000
Performing [Member]
Acquired with deteriorated credit quality	1,387	2,022
Performing [Member] | Consumer Other [Member]
Acquired with deteriorated credit quality	677	753
Performing [Member] | Consumer Other [Member] | Student Loan [Member]
Acquired with deteriorated credit quality	565,000	645,000
Performing [Member] | Consumer Other [Member] | Other [Member]
Acquired with deteriorated credit quality	112,000	108,000
Performing [Member] | Consumer Real Estate[Member]
Acquired with deteriorated credit quality	710	1,269
Performing [Member] | Consumer Real Estate[Member] | Home Equity [Member]
Acquired with deteriorated credit quality	197	229,000
Nonperforming Financial Instruments [Member]
Acquired with deteriorated credit quality	573	516
Nonperforming Financial Instruments [Member] | Consumer Other [Member]
Acquired with deteriorated credit quality	57	56
Nonperforming Financial Instruments [Member] | Consumer Other [Member] | Other [Member]
Acquired with deteriorated credit quality	0	1,000
Nonperforming Financial Instruments [Member] | Consumer Real Estate[Member]
Acquired with deteriorated credit quality	516	460
Nonperforming Financial Instruments [Member] | Consumer Real Estate[Member] | Home Equity [Member]
Acquired with deteriorated credit quality	431	412,000
Nonperforming Financial Instruments [Member] | Residential 1 - 4 Family residential mortgages [Member] | Concumer Real Estate [Member]
Acquired with deteriorated credit quality	85,000	48,000
Nonperforming Financial Instruments [Member] | Home equity line of credit [Member]
Acquired with deteriorated credit quality	0	0
NonPerforming Financial Instruments [Member] | Conusmer Other [Member] | Student Loans [Member]
Acquired with deteriorated credit quality	$ 57	$ 55

XML

LOANS AND ALLOWANCE FOR LOAN LOSSES (Details 6) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Allowance for loan and lease losses beginning balance	$ 180,000	$ 300,000
Provision charged to expenses	3,170,000	(82,000)
Losses charged off	(234,000)	(75,000)
Recoveries	15,000	37,000
Net charge-offs	(219)	(38)
Allowance for loan and lease losses ending balance	278,000	180,000
Consumer Real Estate [Member]
Allowance for loan and lease losses beginning balance	10,000	(10,000)
Provision charged to expenses	(6,000)	(18,000)
Losses charged off	0	(28,000)
Recoveries	0	10,000
Net charge-offs	0	10
Allowance for loan and lease losses ending balance	4,000	10,000
Commercial and industrial [Member]
Allowance for loan and lease losses beginning balance	7,000	68,000
Provision charged to expenses	3,000,000	(65,000)
Losses charged off	(208,000)	0
Recoveries	3,000	4,000
Net charge-offs	(205)	4
Allowance for loan and lease losses ending balance	102,000	7,000
Commercial real estate [Member]
Allowance for loan and lease losses beginning balance	155,000	179,000
Provision charged to expenses	(3,000)	28,000
Losses charged off	(18,000)	(52,000)
Recoveries	5,000	0
Net charge-offs	(13)	(52)
Allowance for loan and lease losses ending balance	139,000	155,000
Consumer loans other [Member]
Allowance for loan and lease losses beginning balance	8,000	(3,000)
Provision charged to expenses	(7,000)	0
Losses charged off	(8,000)	(5,000)
Recoveries	7,000	5,000
Net charge-offs	0	11
Allowance for loan and lease losses ending balance	0	8,000
Unallocated [Member]
Allowance for loan and lease losses beginning balance	0	32,000
Provision charged to expenses	330,000	(32,000)
Losses charged off	0	0
Recoveries	0	0
Net charge-offs	0	0
Allowance for loan and lease losses ending balance	$ 33,000	$ 0

XML

LOANS AND ALLOWANCE FOR LOAN LOSSES (Details 7) - USD ($)	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Loans individually evaluated for impairment	$ 139,000	$ 0
Loans collectively evaluated for impairment	139,000	180,000
Total Loans	278,000	180,000
Loans individually evaluated for impairment ending	1,437,000	1,277,000
Loans collectively evaluated for impairment ending	19,106	24,448
Total Loans ending balance	20,543,000	25,725,000
Loans individually evaluated for impairment	278,000	180,000	$ 300,000
Commercial real estate loan [Member]
Loans collectively evaluated for impairment	95,000	155,000
Total Loans	139,000	155,000
Loans individually evaluated for impairment ending	1,148,000	1,201,000
Loans collectively evaluated for impairment ending	15,890	20,188
Total Loans ending balance	17,038,000	21,389,000
Loans individually evaluated for impairment	44,000	0
Unallocated Loans [Member]
Loans collectively evaluated for impairment	33,000	0
Total Loans	33,000	0
Loans individually evaluated for impairment ending	0	0
Loans collectively evaluated for impairment ending	0	0
Total Loans ending balance	0	0
Loans individually evaluated for impairment	0	0
Commercial and industrial loans [Member]
Loans individually evaluated for impairment	95,000	0
Loans collectively evaluated for impairment	7,000	7,000
Total Loans	102,000	7,000
Loans individually evaluated for impairment ending	289,000	76,000
Loans collectively evaluated for impairment ending	1,256	1,722
Total Loans ending balance	1,545,000	1,798,000
Consumer Real Estate Loan [Member]
Loans collectively evaluated for impairment	4,000	10,000
Total Loans	4,000	10,000
Loans individually evaluated for impairment ending	0	0
Loans collectively evaluated for impairment ending	1,226	1,729
Total Loans ending balance	1,226,000	1,729,000
Loans individually evaluated for impairment	0	0
Consumer loans other loan [Member]
Loans collectively evaluated for impairment	0	8,000
Total Loans	0	8,000
Loans individually evaluated for impairment ending	0	0
Loans collectively evaluated for impairment ending	734	809
Total Loans ending balance	734,000	809,000
Loans individually evaluated for impairment	$ 0	$ 0

XML

LOANS AND ALLOWANCE FOR LOAN LOSSES (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Unearned discount	$ 0	$ 10,858
Maximum loan-to-value percentage	80.00%
Small Business Administration [Member]
Partial charge-offs of impaired loans	$ 18,000	$ 52,000
Commercial Real Estate [Member]
Secured loan	16,200,000
Loan amount	$ 7,300,000
Loan portfolio in percentage	35.00%

XML

BANK PREMISES AND EQUIPMENT (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Premises and equipment, gross	$ 2,291	$ 2,271
Less accumulated depreciation	(2,128)	(1,968)
Premises and equipment, net	163	303
Leasehold improvements [Member]
Premises and equipment, gross	$ 834	832
Leasehold improvements [Member] | Miniimum [Member]
Premises and equipment useful lives	10 years
Leasehold improvements [Member] | Maxiimum [Member]
Premises and equipment useful lives	15 years
Furniture and equipment [Member]
Premises and equipment, gross	$ 1,457	$ 1,439
Furniture and equipment [Member] | Miniimum [Member]
Premises and equipment useful lives	3 years
Furniture and equipment [Member] | Maxiimum [Member]
Premises and equipment useful lives	7 years

XML

BANK PREMISES AND EQUIPMENT (Details 1) $ in Thousands	Dec. 31, 2018 USD ($)
CONSOLIDATED BALANCE SHEETS
2019	$ 515
2020	438
2021	447
2022	455
2023	316
Thearafter	0
Total	$ 2,171

XML

BANK PREMISES AND EQUIPMENT (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
CONSOLIDATED BALANCE SHEETS
Depreciation expense	$ 160,261	$ 185,882
Operating leases expense	$ 473,767	$ 477,689

XML

OTHER REAL ESTATE OWNED (Details) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Total	$ 392	$ 626	$ 447
Commercial Real Estate [Member]
Total	168	294
Residential Real Estate [Member]
Total	$ 224	$ 332

XML

OTHER REAL ESTATE OWNED (Details 1) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
OTHER REAL ESTATE OWNED (Details)
Beginning Balance	$ 626	$ 447
Additions, transfers from loans	0	184
Sales	(229)	0
Other real estate subtotal	397	631
Write-downs	(5)	(5)
Ending balance	$ 392	$ 626

XML

DEPOSITS (Details) $ in Thousands	Dec. 31, 2018 USD ($)
CONSOLIDATED BALANCE SHEETS
2019	$ 7,010
2020	499
2021	116
2022	136
2023	84
Thereafter	22
Time Deposits, Total	$ 7,867

XML

DEPOSITS (Details Narrative) - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Total deposits	$ 12,820,000,000	$ 17,010,000,000
Deposits in excess	250,000,000
Deposits held by related parties	223,246,000
Deposits	48,272,193	$ 55,455,254
City of Philadelphia [Member]
Deposits	$ 2,500,000

XML

BORROWINGS (Details Narrative) - USD ($)	Dec. 31, 2018	Dec. 31, 2017
BORROWINGS (Details Narrative)
Securities pledged	$ 750,000
Maximum amount to be borrowed	700,000
Outstanding borrowings	$ 0	$ 0

XML

INCOME TAXES (Details) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017
CONSOLIDATED BALANCE SHEETS
Provision for loan losses	$ 29	$ 7
Unrealized (loss) gain on investment securities	(25)	(15)
Depreciation	37	(22)
Net operating carryforwards	2,459	2,243
Other, net	230	278
Valuation allowance for deferred tax assets	(2,755)	(2,506)
Net deferred tax assets	$ (25)	$ (15)

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INCOME TAXES (Details 1) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
CONSOLIDATED BALANCE SHEETS
Tax at statutory rate (21% in 2018, 34% in 2017)	$ (312,000)	$ (109,000)
Change in tax rate	0	1,551,000
Nondeductible expenses	6,000	8,000
Increase in valuation allowance	290,000	(1,371,000)
True-up of NOL	6,000	(74,000)
Other	10,000	(5,000)
Total tax expense	$ 0	$ 0

XML

INCOME TAXES (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
CONSOLIDATED BALANCE SHEETS
Net operating loss carry forwards	$ 11,763,000
Net operating loss carry forwards expiration	2024 through 2038
Valuation allowance for deferred tax assets	$ (2,755,000,000)	$ (2,505,700,000)

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FINANCIAL INSTRUMENT COMMITMENTS (Details) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017
OTHER REAL ESTATE OWNED (Details)
Commitments to extend credit	$ 1,903,000	$ 4,670,000
Outstanding letters of credit	$ 45,000	$ 317,000

XML

FAIR VALUE MEASUREMENTS (Details 1) - USD ($)	Dec. 31, 2018	Dec. 31, 2017
SECURITIES, available-for-sale	$ 4,581,000	$ 5,145,000
Loans held for sale	10,073,000	10,297,000
Loans held at fair value	5,420,000	4,451,000
Money market funds		132
Loans held at fair value	5,420,004	4,450,901
Servicing asset	313,489	319,368
Government Sponsored Enterprises residential mortgage-backed securities [Member]
SECURITIES, available-for-sale	2,304,000	2,740,000
Fair Value, Recurring [Member] | U.S. Government agency securities [Member]
SECURITIES, available-for-sale	2,277,000	2,273,000
Fair Value, Inputs, Level 1 [Member]
Loans held at fair value	21,979	26,617
Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member]
SECURITIES, available-for-sale	0	132,000
Loans held for sale	0	0
Money market funds		132
Loans held at fair value	0	0
Servicing asset	0	0
Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member] | Government Sponsored Enterprises residential mortgage-backed securities [Member]
SECURITIES, available-for-sale	0	0
Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member] | U.S. Government agency securities [Member]
SECURITIES, available-for-sale	0	0
Fair Value, Inputs, Level 2 [Member] | Fair Value, Recurring [Member]
SECURITIES, available-for-sale	4,581,000	5,013,000
Loans held for sale	10,073,000	10,297,000
Money market funds		0
Loans held at fair value	0	0
Servicing asset	0	0
Fair Value, Inputs, Level 2 [Member] | Fair Value, Recurring [Member] | Government Sponsored Enterprises residential mortgage-backed securities [Member]
SECURITIES, available-for-sale	2,304,000	2,740,000
Fair Value, Inputs, Level 2 [Member] | Fair Value, Recurring [Member] | U.S. Government agency securities [Member]
SECURITIES, available-for-sale	2,277,000	2,273,000
Fair Value, Inputs, Level 3 [Member] | Fair Value, Recurring [Member]
SECURITIES, available-for-sale	0	0
Loans held for sale	0	0
Loans held at fair value	5,420,000	4,451,000
Servicing asset	313,000	319,000
Fair Value, Inputs, Level 3 [Member] | Fair Value, Recurring [Member] | Government Sponsored Enterprises residential mortgage-backed securities [Member]
SECURITIES, available-for-sale	0	0
Fair Value, Inputs, Level 3 [Member] | Fair Value, Recurring [Member] | U.S. Government agency securities [Member]
SECURITIES, available-for-sale	0	0
Fair Value [Member]
SECURITIES, available-for-sale	4,581,000
Servicing asset	$ 313,000	$ 319,000

XML

FAIR VALUE MEASUREMENTS (Details 2) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Fair Value, Inputs, Level 3 [Member] | Servicing Asset [Member]
Change in fair value	$ (55)	$ (51)
Balance at end of year	$ 313	$ 319
Fair Value, Inputs, Level 3 [Member] | Servicing Asset [Member] | Miniimum [Member]
Constant repayment rate	4.94%	5.58%
Discount rate	11.38%	11.75%
Weighted average life	2 years 14 days	2 years 8 months 1 day
Fair Value, Inputs, Level 3 [Member] | Servicing Asset [Member] | Maxiimum [Member]
Constant repayment rate	15.92%	10.67%
Discount rate	19.61%	19.74%
Weighted average life	6 years 9 months 7 days	9 years 1 month 2 days
Loans Held At Fair Value [Member]
Change in fair value	$ (230)	$ (381)
Balance at end of year	$ 5,420	$ 4,451
Loans Held At Fair Value [Member] | Miniimum [Member]
Constant repayment rate	0.00%	8.54%
Discount rate	5.49%	9.00%
Weighted average life	2 years 14 days	2 years 8 months 1 day
Project default rate	1.07%	0.75%
Project recovery rate	9.66%
Loans Held At Fair Value [Member] | Maxiimum [Member]
Constant repayment rate	16.50%	10.41%
Discount rate	9.76%	11.62%
Weighted average life	6 years 10 months 20 days	9 years 3 months 14 days
Project default rate	10.12%	7.61%
Project recovery rate	51.86%

XML

FAIR VALUE MEASUREMENTS (Details 3) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Origination of loans	$ 4,868,111	$ 4,763,580
Fair Value, Inputs, Level 3 [Member] | Servicing Asset [Member]
Balance at beginning of year	319,000	313,000
Additions related to new loan origination	49,000	57,000
Change in fair value	(55,000)	(51,000)
Balance at end of year	313,000	319,000
Loans Held At Fair Value [Member]
Balance at beginning of year	4,451,000	4,207,000
Change in fair value	(230,000)	(381,000)
Balance at end of year	5,420,000	4,451,000
Origination of loans	1,420,000	8,160,000
Principal repayments	$ (221,000)	$ (191,000)

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FAIR VALUE MEASUREMENTS (Details 4) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Impairment loans	$ 324	$ 134
Other real estate owned	392	626	$ 447
Fair Value, Inputs, Level 1 [Member] | Fair Value, Nonrecurring [Member]
Impairment loans	0	0
Other real estate owned	0	0
Fair Value, Inputs, Level 2 [Member] | Fair Value, Nonrecurring [Member]
Impairment loans	0	0
Other real estate owned	0	0
Fair Value, Inputs, Level 3 [Member] | Fair Value, Nonrecurring [Member]
Impairment loans	324	134
Other real estate owned	153	626
Fair Value [Member]
Other real estate owned	$ 153	$ 626

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FAIR VALUE MEASUREMENTS (Details 5) - USD ($)	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Loans, net of allowance for loan losses, Carrying value	$ 278,000	$ 180,000	$ 300,000
Loans, net of allowance for loan losses, fair value	5,420,004	4,450,901
Time deposits, Carrying value	7,867,000
Accrued interest Payable, Carrying value	152,953	153,415
Fair Value, Inputs, Level 1 [Member]
Cash and cash equivalents, Carrying value	8,438	11,671
Cash and cash equivalents, fair value	8,438	7,803
Loans, net of allowance for loan losses, Carrying value	20,265	25,545
Loans, net of allowance for loan losses, fair value	21,979	26,617
Fair Value, Inputs, Level 2 [Member]
Accrued interest receivable, Carrying value	153	153
Accrued interest receivable, fair value	153	141
Demand deposits, Carrying value	29,816	34,610
Demand deposits, fair value	29,816	28,497
Savings deposits, Carrying value	10,589	11,505
Savings deposits, fair value	10,589	11,735
Time deposits, Carrying value	7,867	9,339
Time deposits, fair value	7,757	10,395
Accrued interest Payable, Carrying value	17	14
Accrued interest Payable, fair value	$ 17	$ 11

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FAIR VALUE MEASUREMENTS (Details Narrative) - USD ($)	Dec. 31, 2018	Dec. 31, 2017
CONSOLIDATED BALANCE SHEETS
Fair value vailable for sale	$ 4,581,000	$ 5,145,000
Estimated selling cost	$ 15,000	$ 16,000

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REVENUE RECOGNITION (Details) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Noninterest income (in-scope of Topic 606)	$ 697	$ 719
Noninterest income (out-of-scope of Topic 606)	(189)	772
Total non-interest income	508,000	1,491,000
Other Income [Member]
Revenues	370,000	480,000
Customer Service Fees [Member]
Revenues	4,090,000	3,970,000
ATM Fee Income [Member]
Revenues	101,000	120,000
Loan Syndication Fees [Member]
Revenues	$ 1,500,000	$ 1,540,000

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CONSOLIDATED FINANCIAL INFORMATION-PARENT COMPANY ONLY (Details) - USD ($)	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Total assets	$ 50,194,623	$ 59,008,867
Common stock	8,269	8,269
Additional paid-in capital	15,677,626	15,677,626
Accumulated deficit	(13,834,625)	(12,348,988)
Accumulated other comprehensive loss	(92,535)	(57,396)
Shareholders' equity	1,759,746	3,280,522	$ 2,659,915
Parent Company [Member]
Cash and cash equivalents	31,000	38,000
Investment in bank subsidiary	1,728,000	3,242,000
Total assets	1,759,000	3,280,000
Preferred stock	1,000	1,000
Common stock	8,000	8,000
Additional paid-in capital	15,677,000	15,677,000
Accumulated deficit	(13,834,000)	(12,349,000)
Accumulated other comprehensive loss	(93,000)	(57,000)
Shareholders' equity	$ 1,759,000	$ 3,280,000

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CONSOLIDATED FINANCIAL INFORMATION-PARENT COMPANY ONLY (Details 1) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Net loss	$ (1,485,637)	$ (319,426)
Net loss	(1,485,637)	(319,426)
Parent Company [Member]
Net loss	(7,000)	(12,000)
Equity in net loss of subsidiary	(1,479,000)	(307,000)
Net loss	$ (1,486,000)	$ (319,000)

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CONSOLIDATED FINANCIAL INFORMATION-PARENT COMPANY ONLY (Details 2) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Net loss	$ (1,485,637)	$ (319,426)
Net cash provided by operating activities	(1,734,072)	(3,094,434)
Total cash flows from investing activities	5,683,923	1,224,768
Net cash used in financing activities	(7,183,061)	5,738,088
Cash and cash equivalents at beginning of year	11,671,253	7,802,831
Cash and cash equivalents at end of year	8,438,043	11,671,253
Parent Company [Member]
Net loss	(1,486,000)	(319,000)
Equity in net loss of subsidiary	1,479,000	307,000
Net cash provided by operating activities	(7,000)	(12,000)
Investment in subsidiary	0	(875,000)
Total cash flows from investing activities	0	(75,000)
Issuance of Series B Preferred Stock	0	925,000
Net cash used in financing activities	(7,000)	925,000
Cash and cash equivalents at beginning of year	38,000	0
Cash and cash equivalents at end of year	$ 31,000	$ 38,000

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REGULATORY MATTERS (Details) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Tier I Leverage ratio (Tier I capital to total quarterly average assets) Bank [Member]
Actual amount	$ 1,499	$ 3,120
Minimum to be Adequately Capitalized Ratio	5.51%	4.00%
Minimum to be Adequately Capitalized Amount	$ 3,120	$ 2,263
Minimum to be Well Capitalized Ratio	5.00%	5.00%
Minimum to be Well Capitalized Amount	$ 2,502	$ 2,829
Actual ratio	3.00%	5.51%
Tier I Leverage ratio (Tier I capital to total quarterly average assets) Company [Member]
Actual amount	$ 1,539	$ 3,158
Minimum to be Adequately Capitalized Ratio	5.58%	0.00%
Minimum to be Adequately Capitalized Amount	$ 3,158	$ 0
Minimum to be Well Capitalized Ratio	0.00%	0.00%
Minimum to be Well Capitalized Amount	$ 0	$ 0
Actual ratio	3.08%	5.58%
Tier I capital to risk weighted assets Company [Member]
Actual amount	$ 1,539	$ 3,158
Minimum to be Adequately Capitalized Ratio	9.67%	0.00%
Minimum to be Adequately Capitalized Amount	$ 3,158	$ 0
Minimum to be Well Capitalized Ratio	0.00%	0.00%
Minimum to be Well Capitalized Amount	$ 0	$ 0
Actual ratio	5.49%	9.67%
Total (Tier II) capital to risk weighted assets Company [Member]
Actual amount	$ 1,817	$ 3,338
Minimum to be Adequately Capitalized Ratio	10.22%	0.00%
Minimum to be Adequately Capitalized Amount	$ 3,338	$ 0
Minimum to be Well Capitalized Ratio	0.00%	0.00%
Minimum to be Well Capitalized Amount	$ 0	$ 0
Actual ratio	6.48%	10.22%
Tier I capital to risk weighted assets Bank [Member]
Actual amount	$ 1,499	$ 3,120
Minimum to be Adequately Capitalized Ratio	9.56%	6.00%
Minimum to be Adequately Capitalized Amount	$ 3,120	$ 1,959
Minimum to be Well Capitalized Ratio	8.00%	8.00%
Minimum to be Well Capitalized Amount	$ 2,242	$ 2,612
Actual ratio	5.35%	9.56%
Common equity Tier I capital to risk weighted assets Bank [Member]
Actual amount	$ 1,499	$ 3,120
Minimum to be Adequately Capitalized Ratio	9.56%	4.50%
Minimum to be Adequately Capitalized Amount	$ 3,120	$ 1,469
Minimum to be Well Capitalized Ratio	6.50%	6.50%
Minimum to be Well Capitalized Amount	$ 1,822	$ 2,122
Actual ratio	5.35%	9.56%
Common equity Tier I capital to risk weighted assets Company [Member]
Actual amount	$ 1,539	$ 3,158
Minimum to be Adequately Capitalized Ratio	9.67%	0.00%
Minimum to be Adequately Capitalized Amount	$ 3,158	$ 0
Minimum to be Well Capitalized Ratio	0.00%	0.00%
Minimum to be Well Capitalized Amount	$ 0	$ 0
Actual ratio	5.49%	9.67%
Total (Tier II) capital to risk weighted assets Bank [Member]
Actual amount	$ 1,777	$ 3,300
Minimum to be Adequately Capitalized Ratio	10.11%	8.00%
Minimum to be Adequately Capitalized Amount	$ 3,300	$ 2,612
Minimum to be Well Capitalized Ratio	10.00%	10.00%
Minimum to be Well Capitalized Amount	$ 2,803	$ 3,265
Actual ratio	6.34%	10.11%

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REGULATORY MATTERS (Details Narrative)	1 Months Ended	12 Months Ended
	Aug. 31, 2021 USD ($)	Dec. 31, 2018 USD ($)	Dec. 31, 2017
Leverage capital ratio		3.00	5.51
Risk-weighted assets description		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
Risk-based capital ratio		6.34	10.11
Other grants [Member]
Grant	$ 1,286,000	$ 3,400,000
Grant revenue		2,800,000
Deferred revenue		617,000
City of Philadelphia [Member]
Bank received		$ 2,500,000

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SUBSEQUENT EVENTS (Details Narrative) - USD ($)	1 Months Ended				12 Months Ended
	May 31, 2021	Sep. 30, 2020	Dec. 31, 2019	Apr. 30, 2019	Dec. 31, 2019	Dec. 31, 2018	Mar. 31, 2022	Aug. 31, 2021
Leverage capital ratio						3.00%	9.83%
Risk based capital ratio						6.34%	23.01%
Write down of loans held at fair value					$ 1,200,000	$ 1,200,000.0
Subsequent Event [Member]
Leverage capital ratio			5.66%		5.66%		9.83%
Total grants awarded								$ 1,286,000
External investment received	$ 600,000
Grant received		$ 3,400,000.0		$ 2,500,000
Risk based capital ratio			11.91%		11.91%		23.01%
Write down of loans held at fair value			$ 639,000
Noninterest grant income		2,800,000.0
Deferred Revenue		$ 617,000

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EARNINGS PER SHARE COMPUTATION (Details) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
EARNINGS PER SHARE COMPUTATION
Net loss	$ (1,485,637)	$ (319,426)
Basic EPS loss attributable to common stockholders	$ (1,485,637)	$ (319,426)
Basic EPS share atributable to common stockholders	826,921	826,921
Diluted EPS loss attributable to common stockholders	$ (1,485,637)	$ (319,426)
Diluted EPS share atributable to common stockholders	826,921	826,921
Basic earning per share	$ (1.80)	$ (0.39)
Diluted earning per share	$ (1.80)	$ (0.39)

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SUMMARY OF QUARTERLY RESULTS (UNAUDITED) (Details) - USD ($)	3 Months Ended								12 Months Ended
	Dec. 31, 2018	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018	Dec. 31, 2017	Sep. 30, 2017	Jun. 30, 2017	Mar. 31, 2017	Dec. 31, 2018	Dec. 31, 2017
Interest expense									$ 77,827	$ 71,681
Provision (credit) for loan losses									3,170,000	(82,000)
Net interest after provision (credit) for loan losses									2,284,387	2,550,830
Noninterest income									508,000	1,491,000
Noninterest expense									4,277,985	4,361,552
Net loss									$ (1,485,637)	$ (319,426)
Operating [Member]
Interest income	$ 708,000	$ 678,000	$ 675,000	$ 618,000	$ 651,000	$ 674,000	$ 583,000	$ 633,000
Interest expense	19,000	19,000	20,000	20,000	20,000	19,000	16,000	17,000
Net interest income	689,000	659,000	654,000	598,000	631,000	655,000	567,000	616,000
Provision (credit) for loan losses	272,000	20,000	5,000	20,000	9,000	(15,000)	(46,000)	(30,000)
Net interest after provision (credit) for loan losses	417,000	639,000	649,000	578,000	622,000	670,000	613,000	646,000
Noninterest income	(419,000)	392,000	221,000	314,000	453,000	490,000	307,000	241,000
Noninterest expense	1,077,000	1,089,000	1,023,000	1,090,000	1,105,000	1,131,000	1,035,000	1,090,000
Net loss	$ (1,079,000)	$ (57,000)	$ (152,000)	$ (198,000)	$ (30,000)	$ 29,000	$ (115,000)	$ (203,000)
Basic income (loss) per common share	$ (1.31)	$ (0.07)	$ (0.18)	$ (0.24)	$ (0.03)	$ 0.03	$ (0.14)	$ (0.25)
Diluted income (loss) per common share	$ (1.31)	$ (0.07)	$ (0.18)	$ (0.24)	$ (0.03)	$ 0.03	$ (0.14)	$ (0.25)

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GOING CONCERN (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017	Mar. 31, 2022
GOING CONCERN (Details Narrative)
Leverage capital ratio		3.00%		9.83%
Description of consent orders		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%
Risk based capital ratio		6.34%		23.01%
Write down of loans held at fair value	$ 1,200,000	$ 1,200,000.0
Reversal of fair value write downs		200,000
Net loss		$ (1,486,000)	$ (319,000)