form10q.htm


UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended      June 30, 2011
 
Commission file number      000-25917
 
UNITED BANCORPORATION OF ALABAMA, INC.
(Exact name of registrant as specified in its charter)
 
Delaware    63-0833573
(State or other jurisdiction of  incorporation or organization)
  (I.R.S. Employer Identification Number)
                                                                                            
 
200 East Nashville Avenue, Atmore, Alabama    36502 
 (Address of principal executive offices)     (Zip Code)
                              
(251) 446-6000
(Registrant's telephone number, including area code)

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 Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such report(s), and (2) has been subject to such filing requirements for the past 90 days.  Yes x  No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of regulation S-T (§ 232.405 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 x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definition of “large accelerated filer,” “accelerated filer,” and “smaller reporting company”  in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer o   Accelerated filer o Non-accelerated filer o Smaller Reporting Company x
                                                                                                                                  
Indicate by check mark whether the registrant is a shell company (as define in Rule 12b-2 of the Exchange Act).  Yes o    No x
 
Indicate the number of shares outstanding of each of the issuer's classes of common stock as of August 12, 2011.
 
Class A Common Stock.... 2,348,185 Shares
Class B Common Stock....   -0-    Shares
 


 
 

 
 
UNITED BANCORPORATION OF ALABAMA, INC.

FORM 10-Q

For the Quarter Ended June 30, 2011
 
INDEX
 
PART I - FINANCIAL INFORMATION PAGE
       
Item 1.   Financial Statements    
       
    Consolidated Balance Sheets  3
       
    Consolidated Statements of Earnings and Comprehensive Income 4
       
    Consolidated Statements of Cash Flows 5
       
    Notes to Consolidated Financial Statements 6
       
Item 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations 36
       
 Item 4.   Controls and Procedures   46
       
PART II - OTHER INFORMATION  
       
Item 1A.   Risk Factors  47
     
Item 6.   Exhibits   47
 
 
2

                                                                                                                                                                       
PART I--FINANCIAL INFORMATION
United Bancorporation Of Alabama, Inc.
and Subsidiary
Consolidared Balance Sheets
 
Item 1.Financial Statements
   
June 30,
   
December 31,
 
   
2011
   
2010
 
   
(Unaudited)
       
Assets
           
Cash and due from banks
  $ 10,455,302     $ 18,179,566  
Interest bearing deposits in banks
    42,441,489       62,786,543  
Cash and cash equivalents
    52,896,791       80,966,109  
                 
Securities available for sale (amortized cost of $66,014,500 and $69,518,789 respectively)
    66,211,005       68,808,624  
                 
Securities held to maturity (fair values of  $21,748,689 and $17,302,864 respectively)
    21,390,928       17,262,606  
                 
Loans held for sale
    857,000       -  
                 
Loans held for investment
    263,755,383       261,770,815  
Less: Allowance for loan losses
    5,405,326       5,139,998  
Net loans held for investment
    258,350,057       256,630,817  
                 
Premises and equipment, net
    16,117,302       16,472,056  
Interest receivable
    2,065,190       2,192,768  
Other assets
    12,887,418       14,723,722  
Other real estate owned
    10,852,521       10,163,992  
                 
Total assets
    441,628,212       467,220,694  
                 
Liabilities and Stockholders' Equity
               
Deposits:
               
Non-interest bearing
    122,669,478       142,681,749  
Interest bearing
    268,073,556       274,350,971  
Total deposits
    390,743,034       417,032,720  
                 
Advances from Federal Home Loan Bank of Atlanta
    1,197,900       1,280,300  
Treasury, tax, and loan account
    887,507       944,078  
Interest payable
    342,947       402,953  
Accrued expenses and other liabilities
    1,585,576       1,731,437  
Note payable to Trust
    10,310,000       10,310,000  
Total liabilities
    405,066,964       431,701,488  
                 
                 
Stockholders' equity
               
Preferred stock of $.01 par value.  Authorized 250,000 shares;10,300 shares, net of discount
    10,114,279       10,080,227  
Class A common stock, $0.01 par value.
               
Authorized 5,000,000 shares; issued and outstanding, 2,389,127 shares
     23,891       23,891  
Class B common stock, $0.01 par value.
               
Authorized 250,000 shares; no shares issued or outstanding
    -       -  
Additional paid in capital
    6,963,919       6,815,176  
Accumulated other comprehensive income (loss) net of tax
    117,898       (426,105 )
Retained earnings
    19,854,120       19,721,667  
      37,074,107       36,214,856  
                 
Less:  63,965 and 86,757 treasury shares, at cost, respectively
    512,859       695,650  
Total stockholders' equity
    36,561,248       35,519,206  
Total liabilities and stockholders' equity
  $ 441,628,212     $ 467,220,694  
 
See Notes to Consolidated Financial Statements
 
3

 
United Bancorporation Of Alabama, Inc.
And Subsidiary
Consolidated Statements of Earnings and Comprehensive Income
(Unaudited)
 
    Three Months Ended
June 30
   
Six Months Ended
June 30
 
   
2011
   
2010
   
2011
   
2010
 
                         
Interest income:
                       
Interest and fees on loans
  $ 4,004,038     $ 4,233,077     $ 7,901,026     $ 8,371,846  
Interest on investment securities available for sale:
                               
Taxable
    430,250       396,013       868,379       824,678  
Nontaxable
    82,102       237,282       166,748       495,650  
Total investment income
    512,352       633,295       1,035,127       1,320,328  
Other interest income
    29,871       39,271       75,563       72,005  
Total interest income
    4,546,261       4,905,643       9,011,716       9,764,179  
                                 
Interest expense:
                               
Interest on deposits
    794,015       1,140,477       1,660,422       2,445,931  
Interest on other borrowed funds
    70,281       72,776       139,335       141,149  
Total interest expense
    864,296       1,213,253       1,799,757       2,587,080  
                                 
Net interest income
    3,681,965       3,692,390       7,211,959       7,177,099  
                                 
Provision for loan losses
    300,000       600,000       600,000       1,038,000  
                                 
Net interest income after provision for loan losses
    3,381,965       3,092,390       6,611,959       6,139,099  
                                 
Noninterest income:
                               
Service charge on deposits
    793,622       834,472       1,590,304       1,660,489  
Investment securities gains, net
    25,104       59,889       25,104       219,354  
Mortgage loan and related fees
    57,466       82,736       121,036       137,701  
Other
    271,860       233,216       442,948       422,806  
Total noninterest income
    1,148,052       1,210,313       2,179,392       2,440,350  
                                 
Noninterest expense:
                               
Salaries and benefits
    2,213,492       2,153,319       4,421,362       4,321,981  
Net occupancy expense
    484,811       557,790       968,502       1,096,266  
Other
    1,327,274       1,505,006       2,605,638       2,737,353  
Total noninterest expense
    4,025,577       4,216,115       7,995,502       8,155,600  
                                 
Earnings before income tax expense (benefits)
    504,440       86,588       795,849       423,849  
Income tax expense (benefits)
    139,976       (58,767 )     204,023       (77,309 )
Net earnings
    364,464       145,355       591,826       501,158  
Preferred stock dividends
    51,500       128,750       103,000       257,500  
Accretion on preferred stock discount
    15,249       16,192       32,153       32,153  
Net earnings available to common shareholders
  $ 297,715     $ 413     $ 456,673     $ 211,505  
                                 
Basic earnings per share
  $ 0.13     $ 0.00     $ 0.20     $ 0.09  
Diluted earnings per share
  $ 0.13     $ 0.00     $ 0.20     $ 0.09  
Basic weighted average shares outstanding
    2,325,162       2,279,669       2,319,621       2,277,940  
Diluted weighted average shares outstanding
    2,325,162       2,280,456       2,319,621       2,278,727  
Cash dividend per share
  $ -     $ -     $ -     $ -  
                                 
Statement of Comprehensive Income
                               
                                 
Net earnings
  $ 364,464     $ 145,355     $ 591,826     $ 501,158  
                                 
Other comprehensive income, net of tax:
                               
Unrealized holding gains arising during the period
    676,370       488,290       559,065       516,427  
Reclassification adjustment for gains included in net earnings
    (15,062 )     (35,933 )     (15,062 )     (131,612 )
Comprehensive Income
  $ 1,025,772     $ 597,712     $ 1,135,829     $ 885,973  
 
See Notes to Consolidated Financial Statements
 
 
4

 
United Bancorporation Of Alabama, Inc
And Subsidiary
Consollidated Statements of Cash Flows
(Unaudited)
 
   
Six Months Ended
June 30
 
   
2011
   
2010
 
             
Cash flows from operating activities
           
Net earnings
  $ 591,826     $ 501,158  
Adjustments to reconcile net earnings to net cash provided by operating activities
               
Provision for loan losses
    600,000       1,038,000  
Depreciation of premises and equipment
    471,032       583,058  
Net amortization of premuim / discount on investment securities available for sale
    207,859       118,576  
Net amortization of premium / discount on investment securities held to maturity
    83,089       26,128  
Gain on sales of investment securities available for sale, net
    (25,104 )     (219,354 )
Loss (gain) on sale of other real estate
    9,281       (27,066 )
Originations of loans held for sale
    (1,493,350 )     -  
Proceeds from sales of loans held for sale
    636,350       -  
Stock-based compensation
    12,446       13,748  
Decrease in interest receivable
    127,578       364,122  
Decrease in other assets
    1,474,857       533,366  
Decrease in interest payable
    (60,006 )     (140,721 )
Increase (decrease) in accrued expenses and other liabilities
    (145,861 )     54,887  
Net cash provided by operating activities
    2,489,997       2,845,902  
                 
Cash flows from investing activities
               
Proceeds from maturities, calls, and principal repayments of investment securities available for sale
    4,912,042       13,933,798  
Proceeds from maturities, calls, and principal repayments of investment securities held to maturity
    2,387,586       5,235,000  
Proceeds from sales of investment securities available for sale
    5,554,800       6,405,693  
Purchases of investment securities available for sale
    (7,145,308 )     (28,837,863 )
Purchases of investment securities held to maturity
    (6,598,997 )     -  
Net increase in loans
    (3,832,411 )     (580,138 )
Purchases of premises and equipment, net
    (116,278 )     (40,170 )
Proceeds from sale of other real estate
    814,142       236,846  
Net cash used in investing activities
    (4,024,424 )     (3,646,834 )
                 
Cash flows from financing activities
               
Net increase (decrease) in deposits
    (26,289,686 )     34,548,696  
Cash dividends - preferred stock
    (103,000 )     (257,500 )
Cash dividends - common stock
    (3,234 )     (3,220 )
Repayments of advances from FHLB Atlanta
    (82,400 )     (82,400 )
Increase (decrease) in other borrowed funds
    (56,571 )     242,296  
Net cash provided by (used in) financing activities
    (26,534,891     34,447,872  
                 
Net increase (decrease) in cash and cash equivalents
    (28,069,318 )     33,646,940  
                 
Cash and cash equivalents, beginning of period
    80,966,109       54,668,111  
                 
Cash and cash equivalents, end of period
  $ 52,896,791     $ 88,315,051  
                 
Supplemental disclosures
               
Cash paid during the period for:
               
Interest
  $ 1,859,763     $ 2,727,801  
Income taxes
    52,509       51,704  
                 
Noncash transactions
               
Transfer of loans to other real estatethrough foreclosure
  $ 1,513,171     $ 1,304,139  
 
See Notes to Consolidated Financial Statements
 
 
5

 
UNITED BANCORPORATION OF ALABAMA, INC.
AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements
 
NOTE 1 – General

This report includes interim consolidated financial statements of United Bancorporation of Alabama, Inc. (the “Corporation”) and its wholly-owned subsidiary, United Bank (the “Bank”). The interim consolidated financial statements in this report have not been audited.  In the opinion of management, all adjustments necessary to present fairly the financial position and the results of operations for the interim periods have been made.  All such adjustments are of a normal recurring nature.  The results of operations are not necessarily indicative of the results of operations for the full year or any other interim periods.  For further information, refer to the consolidated financial statements and footnotes included in the Corporation's Annual Report on Form 10-K for the year ended December 31, 2010.

 
6

 
NOTE 2 – Net Earnings per Share

Basic net earnings per share were computed by dividing net earnings by the weighted average number of shares of common stock outstanding during the three and six month periods ended June 30, 2011 and 2010.  Common stock outstanding consists of issued shares less treasury stock.  Diluted net earnings per share for the three and six month periods ended June 30, 2011 and 2010 were computed by dividing net earnings by the weighted average number of shares of common stock and the dilutive effects of the shares subject to options and restricted stock grants awarded under the Corporation’s equity incentive plans, based on the treasury stock method using an average fair market value of the stock during the respective periods. There was no dilutive effect for the three and six months ended June 30, 2011 because the exercise price of the stock options was greater than the fair value of the stock as of June 30, 2011. Presented below is a summary of the components used to calculate diluted earnings per share for the three and six months ended June 30, 2011 and 2010:

    Three Months Ended     Six Months Ended  
    June 30,     June 30,  
   
2011
   
2010
   
2011
   
2010
 
                         
Diluted earnings per share
  $ 0.13     $ -     $ 0.20     $ 0.09  
                                 
Weighted average common shares outstanding
    2,325,162       2,279,669       2,319,621       2,277,940  
 
                               
Effect of the assumed exercise of stock options based on the treasury stock method using average market price
    -       787       -       787  
                                 
Total weighted average common shares and potential common stock outstanding
    2,325,162       2,280,456       2,319,621       2,278,727  
 
 
7

 

 NOTE 3 – Investment Securities

The amortized cost and fair value of investment securities available for sale at June 30, 2011 and December 31, 2010 were as follows:
 
         
Gross
   
Gross
       
   
Amortized
   
unrealized
   
unrealized
   
Fair
 
   
cost
   
gains
   
losses
   
value
 
June 30, 2011
                       
U.S. Treasury securities
  $ 20,159,111     $ 179,918     $ (42,935 )   $ 20,296,094  
U.S. government sponsored agencies
    31,867,490       345,553       (191,962 )     32,021,081  
State and political subdivisions
    9,012,111       130,971       (173,386 )     8,969,696  
Mortgage-backed securities
    4,965,635       -       (48,941 )     4,916,694  
Equity securities
    10,153       -       (2,713 )     7,440  
    $ 66,014,500     $ 656,442     $ (459,937 )   $ 66,211,005  
December 31, 2010
                       
U.S. Treasury securities
  $ 19,207,231     $ 157,497     $ (135,666 )     19,229,062  
U.S. governmentsponsored agencies
    35,391,603       273,654       (497,372 )     35,167,885  
State and political subdivisions
    9,744,841       69,416       (447,406 )     9,366,851  
Mortgage-backed securities
    5,164,961       -       (126,710 )     5,038,251  
Equity securities
    10,153       -       (3,578 )     6,575  
    $ 69,518,789     $ 500,567     $ (1,210,732 )   $ 68,808,624  
 
 
8

 
The amortized cost and fair value of investment securities held to maturity at June 30, 2011 and December 31, 2010 were as follows:
 
         
Gross
   
Gross
       
   
Amortized
   
unrealized
   
unrealized
   
Fair
 
   
cost
   
gains
   
losses
   
value
 
June 30, 2011
                       
U.S. government sponsored agencies
  $ 14,855,639     $ 331,276     $ (66,567 )   $ 15,120,348  
Mortgage-backed securities
    6,535,289       93,052       -       6,628,341  
    $ 21,390,928     $ 424,328     $ (66,567 )   $ 21,748,689  
December 31, 2010
                       
U.S. government sponsored agencies
  $ 17,262,606     $ 290,222     $ (249,964 )   $ 17,302,864  
    $ 17,262,606     $ 290,222     $ (249,964 )   $ 17,302,864  
 
 
9

 
Those investment securities classified as available for sale which have an unrealized loss position at June 30, 2011 and December 31, 2010 are detailed below:
 
June 30, 2011
   
Less than 12 months
   
12 months or more
   
Total
 
Description of Securities
 
Fair Value
   
Unrealized losses
   
Fair Value
   
Unrealized losses
   
Fair Value
   
Unrealized losses
 
                                     
U.S. Treasury securities
  $ 3,032,344     $ (42,935 )   $ -     $ -     $ 3,032,344     $ (42,935 )
U.S. government sponsored agencies
    13,241,628       (191,962 )     -       -       13,241,628       (191,962 )
State and political subdivisions
    2,325,159       (53,880 )     1,079,276       (119,506 )     3,404,435       (173,386 )
Mortgage-backed securities
    4,916,694       (48,941 )     -       -       4,916,694       (48,941 )
Equity securities
    -       -       7,440       (2,713 )     7,440       (2,713 )
Total temporarily impaired securities
  $ 23,515,825     $ (337,718 )   $ 1,086,716     $ (122,219 )   $ 24,602,541     $ (459,937 )
 
December 31, 2010
   
Less than 12 months
   
12 months or more
   
Total
 
Description of Securities  
Fair Value
   
Unrealized losses
   
Fair Value
   
Unrealized losses
   
Fair Value
   
Unrealized losses
 
                                     
U.S. Treasury securities
  $ 3,954,531     $ (135,666 )   $ -     $ -     $ 3,954,531     $ (135,666 )
U.S. government sponsored agencies
    17,681,269       (497,372 )     -       -       17,681,269       (497,372 )
State and political subdivdisions
    4,537,904       (289,375 )     636,830       (158,031 )     5,174,734       (447,406 )
Mortgage-backed securities
    5,038,251       (126,710 )     -       -       5,038,251       (126,710 )
Equity securities
    -       -       6,575       (3,578 )     6,575       (3,578 )
Total temporarily impaired securities
  $ 31,211,955     $ (1,049,123 )   $ 643,405     $ (161,609 )   $ 31,855,360     $ (1,210,732 )
 
 
10

 
Those investment securities classified as held to maturity which have an unrealized loss position at June 30, 2011 and December 31, 2010 are detailed below.
 
June 30, 2011
   
Less than 12 months
   
12 months or more
   
Total
 
Description of Securities
 
Fair Value
   
Unrealized losses
   
Fair Value
   
Unrealized losses
   
Fair Value
   
Unrealized losses
 
                                     
U.S. Government sponsored agencies
  $ 6,752,953     $ (66,567 )   $ -     $ -     $ 6,752,953     $ (66,567 )
 
                                               
Total temporarily impaired securities
  $ 6,752,953     $ (66,567 )   $ -     $ -     $ 6,752,953     $ (66,567 )
 
December 31, 2010
   
Less than 12 months
   
12 months or more
   
Total
 
Description of Securities
 
Fair Value
   
Unrealized losses
   
Fair Value
   
Unrealized losses
   
Fair Value
   
Unrealized losses
 
                                     
U.S. Government sponsored agencies
  $ 7,640,567     $ (249,964 )   $ -     $ -     $ 7,640,567     $ (249,964 )
                                                 
Total temporarily impaired securities
  $ 7,640,567     $ (249,964 )   $ -     $ -     $ 7,640,567     $ (249,964 )
 
U.S. Treasury securities.  The unrealized loss on one investment in U.S. Treasury obligations was caused by interest rate increases.  The contractual terms of the investment do not permit the issuer to settle the security at a price less than the amortized cost base of the investment.  Because the Corporation does not currently intend to sell the investment and it is not more likely than not that the Corporation will be required to sell the investment before recovery of the amortized cost base, which may be at maturity, the Corporation does not consider this investments to be other-than-temporarily impaired at June 30, 2011.

U.S. Government sponsored agencies.  The unrealized losses on twelve investments in direct obligations of U.S. government sponsored agencies were caused by interest rate increases.  The contractual terms of those investments do not permit the issuer to settle the securities at a price less than the amortized cost bases of the investments.  Because the Corporation does not currently intend to sell the investments and it is not more likely than not that the Corporation will be required to sell the investments before recovery of their amortized cost bases, which may be at maturity, the Corporation does not consider those investments to be other-than-temporarily impaired at June 30, 2011.
 
States and political subdivisions.  The unrealized losses associated with thirteen securities issued by state and political subdivisions are primarily driven by wider credit spreads and changes in interest rates.  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 Corporation does not currently intend to sell the investments and it is not more likely than not that the Corporation will be required to sell the investments before recovery of their amortized cost bases, which may be at maturity, the Corporation does not consider those investments to be other-than-temporarily impaired at June 30, 2011.
 
 
11

 
Mortgage-backed securities.  The unrealized losses on the Corporation’s investment in two mortgage-backed securities were caused by interest rate increases.  As the mortgaged-backed securities are obligations of GNMA and a direct obligation of the U.S. Government, the decline in market value is attributable to changes in interest rates and not credit quality.  Because the Corporation does not currently intend to sell the investments and it is not more likely than not that the Corporation will be required to sell the investments before recovery of their amortized cost bases, which may be at maturity, the Corporation does not consider those investments to be other-than-temporarily impaired at June 30, 2011.

Equity securities.  The Corporation’s investment in equity securities consists of a single investment in the common stock of a government-sponsored enterprise.  Because of the Corporation’s ability and intent to hold the investment for a reasonable period of time sufficient for a forecasted recovery of fair value, the Corporation does not consider this investment to be other-than-temporarily impaired at June 30, 2011.

 
12

 
The following table presents the amortized costs, fair value and weighted-average yield of securities available for sale by contractual maturity at June 30, 2011.  In some cases, the issuers may have the right to call or prepay obligations without call or prepayment penalties prior to the contractual maturity date.  Rates are calculated on a fully tax-equivalent basis using a 35% Federal Income Tax rate.
 
   
Within 1
   
1 to 5
   
5 to 10
   
Over 10
       
   
Year
   
Years
   
Years
   
Years
   
Total
 
Amortized Cost
                             
U.S. Treasury securities
  $ 8,013,619     $ 8,062,098     $ 4,083,394     $ -     $ 20,159,111  
U.S. governement sponsored agencies
    -       18,572,835       13,294,655       -       31,867,490  
State and political subdivisions
    149,935       563,866       2,988,833       5,309,477       9,012,111  
Mortgage-backed securities
    -       -       -       4,965,635       4,965,635  
Equity securities
    10,153       -       -       -       10,153  
Total
  $ 8,173,707     $ 27,198,799     $ 20,366,882     $ 10,275,112     $ 66,014,500  
                                         
Fair Value
                                       
U.S. Treasury securities
  $ 8,049,688     $ 8,194,844     $ 4,051,562     $ -     $ 20,296,094  
U.S. governement sponsored agencies
    -       18,705,727       13,315,354       -       32,021,081  
State and political subdivisions
    150,963       590,135       3,009,989       5,218,609       8,969,696  
Mortgage-backed securities
    -       -       -       4,916,694       4,916,694  
Equity securities
    7,440       -       -       -       7,440  
Total
  $ 8,208,091     $ 27,490,706     $ 20,376,905     $ 10,135,303     $ 66,211,005  
                                         
Total Average Yield
    1.04 %     1.64 %     2.84 %     3.88 %     2.28 %
 
The following table presents the amortized costs, fair value and weighted-average yield of securities held to maturity by contractual maturity at June 30, 2011.  In some cases, the issuers may have the right to call or prepay obligations without call or prepayment penalties prior to the contractual maturity date.  Rates are calculated on a fully tax-equivalent basis using a 35% Federal income tax rate.
 
   
Within 1
   
1 to 5
   
5 to 10
   
Over 10
       
   
Year
   
Years
   
Years
   
Years
   
Total
 
Amortized Cost
                             
 U.S. government sponsored agencies
  $ 999,913     $ 7,036,207     $ 6,819,519     $ -     $ 14,855,639  
Mortgage-backed securities
    -       -       -       6,535,289       6,535,289  
Total
  $ 999,913     $ 7,036,207     $ 6,819,519     $ 6,535,289     $ 21,390,928  
                                         
Fair Value
                                       
U.S. government sponsored agencies
  $ 1,009,525     $ 7,357,871     $ 6,752,952     $ -     $ 15,120,348  
Mortgage-backed securities
    -       -       -       6,628,341       6,628,341  
Total
  $ 1,009,525     $ 7,357,871     $ 6,752,952     $ 6,628,341     $ 21,748,689  
                                         
Total Average Yield
    2.02 %     2.76 %     2.11 %     3.16 %     2.64 %
 
 
13

 
The gross gains and gross losses realized by the Corporation from sales of investment securities available for sale for the three months and six months ended June 30, 2011 and 2010 were as follows:
 
   
Three Months Ended
   
Six Months Ended
 
   
June 30,
   
June 30,
 
   
2011
   
2010
   
2011
   
2010
 
                         
Gross gains realized
  $ 25,697     $ 69,583     $ 25,697     $ 306,058  
Gross losses realized
    (593 )     (9,694 )     (593 )     (86,704 )
Net gain (loss) realized
  $ 25,104     $ 59,889     $ 25,104     $ 219,354  
 
There were no sales of securities held to maturity for the three or six months ended June 30, 2011 or 2010.
 
Investment securities available for sale with fair values of $30,551,574 and $28,143,732 at June 30, 2011 and December 31, 2010, respectively, were pledged to secure federal funds lines, Federal Home Loan Bank advances, and public and trust deposits as required by law and for other purposes.
 
Investment securities held to maturity with amortized costs of $13,856,669 and $15,424,330 at March 31, 2011 and December 31, 2010, respectively, were pledged to secure federal funds lines and public and trust deposits as required by law and for other purposes.
 
Restricted equity securities (included in Other assets in the Consolidated Balance Sheets) consist of the following as of June 30, 2011 and December 31, 2010:
 
   
June 30,
   
December 31,
 
   
2011
   
2010
 
             
Federal Home Loan Bank stock
  $ 946,700     $ 1,046,700  
First National Bankers' Bank stock
    825,000       825,000  
    $ 1,771,700     $ 1,871,700  
 
 
14

 
NOTE 4 – Loans and Allowance for Loan Losses

At June 30, 2011 and December 31, 2010, the composition of the loan portfolio was as follows:
 
   
June 30,
   
December 31,
 
   
2011
   
2010
 
Real estate:
           
Construction and land loans
  $ 36,081,554     $ 36,825,855  
Farmland
    30,286,286       30,269,876  
1-4 family residential mortgage
    56,879,895       58,342,993  
Multifamily
    3,478,769       3,082,066  
Commercial
    72,848,376       73,800,481  
Agriculture
    24,012,923       12,633,816  
Commercial
    22,146,804       29,413,147  
Consumer
    14,027,496       13,597,817  
States and political subdivisions
    3,899,262       3,735,144  
Other loans
    94,018       69,620  
Gross loans held for investment
    263,755,383       261,770,815  
Allowance for loan losses
    (5,405,326 )     (5,139,998 )
Net loans held for investment
    258,350,057       256,630,817  
Loans held for sale
    857,000       -  
Total loans
  $ 259,207,057     $ 256,630,817  
 
Historically, the Bank has acted in an agent or broker capacity when originating mortgage loans for customers.  During the second quarter, the Bank began to originate mortgage loans in a principal capacity and hold them for resale.  These loans, totaling $857,000 as of June 30, 2011, are held pending sale at their fair value and identified in the table above.  The Bank may be exposed to additional, yet contained, risks associated with the addition of loans held for sale to both the its loan portfolio and operations.  These risks are further discussed in Risk Factors.  

The following table summarizes the activity in the allowance for loan losses for the six month periods ended (in thousands):

    June 30,  
   
2011
   
2010
 
             
Balance at beginning of year
    5,140       7,436  
                 
Provision charged to expense
    600       1,038  
                 
Loans charged off
    (448 )     (807 )
                 
Recoveries
    113       74  
                 
Balance at end of period
    5,405       7,741  
 
 
15

 
At June 30, 2011 and 2010, the amounts of nonaccrual loans were $15,146,000 and $20,891,000, respectively.

The Corporation assigns a risk rating to each loan when approved.  The rating categories are based on information about the ability of borrowers to service the debt.  Such information includes, among other things, current financial information, payment history, credit documentation and current economic conditions.  Loan Officers are expected and required to initiate recommendations for changes in assigned risk ratings according to changes in the overall levels of risk in each loan in their portfolio no less than monthly. The current risk rating will be reviewed from time to time by the Chief Credit Officer and the Special Assets Officer for concurrence.  The Corporation uses the following guidelines in determining the appropriate risk rating:

Grade 1:  Investment Grade – There is an absence of credit risk. Loans in this category are fully secured by United Bank certificates of deposit or savings accounts (demand deposit accounts are not eligible as collateral). The certificate should be sufficient in amount to cover principal and interest.

Grade 2:  Minimal Credit Risk – The overall financial condition is very strong.  Businesses should have high liquidity, a history of stable and predictable earnings, a strong management team and the primary source of repayment is clear and subject to little risk. Customers should have a substantial net worth in liquid assets with a well defined source of repayment.

Grade 3:   Attractive Credit Risk - The overall financial condition is good. Financial statements are current and show satisfactory income, profits, cash flow, and debt service coverage, debt to worth ratio and credit history. Loans in this category are properly structured and documented and require only minimal supervision.

Grade 4:   Average Risk – The overall financial condition is average. Credit history has been satisfactory. Refinancing could be obtained with normal effort.  Financial statements are current and show some volatility in income, profits, cash flow, debt service coverage or credit history.  The volatility is easily identifiable and has been addressed and does not constitute an unwarranted level of risk.

Grade 5:  Acceptable Risk – The overall financial condition of the business or individual is acceptable. There is more than average credit risk and the credit should be more closely watched but there is little chance of loss.  While acceptable, loans in this category may warrant close monitoring for any number of reasons including inconsistent earnings, leveraged balance sheet, economic conditions, collateral requiring close supervision, financial information that is stale or incomplete or irregular payment record.
 
 
16

 
Grade 6:  Monitor - This asset has potential weakness and deserves management attention. If left uncorrected the potential weakness may result in deterioration of the overall financial condition. There is no room for debt expansion and they are fully leveraged. If liquidation were to take place there could be a minimal loss and thus an analysis should be made to determine if a specific reserve is needed.

Grade 7:  Substandard – This asset is inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged. Loans in this category involve more than a normal risk. There is limited opportunity to refinance. If liquidation were to take place there could be some recognized loss exposure.  If the loan is determined to be impaired, an analysis will be performed to determine the amount of reserve, if any, to be recognized.

Grade 8: Doubtful – A loss is highly likely and there probably will be a default. There is no ability to refinance.  At this point collection effort should be in full process. Loans in this category will be reserved at a specific amount in line with the impairment analysis performed if the loan is determined to be impaired.
 
These risk ratings are summarized into categories as follows:  Pass includes loans with Grades 1-5, Special Mention includes loans with a Grade of 6, and Substandard / Doubtful include loans with Grades 7 and 8.
 
The following tables summarize the credit risk profile of the loan portfolio by internally assigned grades as of June 30, 2011 (in thousands).
 
   
Pass
   
Special
Mention
   
Substandard
/ Doubtful
   
Total
 
Real estate:
                       
Construction and land loans
  $ 21,355     $ 3,852     $ 10,875     $ 36,082  
Farmland
    20,105       5,049       5,132       30,286  
1-4 family residential mortgage
    51,406       4,171       1,303       56,880  
Multifamily
    3,479       -       -       3,479  
Commercial
    50,770       12,183       9,895       72,848  
Agriculture
    18,641       3,480       1,892       24,013  
Commercial
    19,902       774       1,471       22,147  
Consumer
    13,941       63       23       14,027  
States and political subdivisions
    3,899       -       -       3,899  
Other loans
    94       -       -       94  
Total
  $ 203,592     $ 29,572     $ 30,591     $ 263,755  
 
Approximately $534,000 of the $30,591,000 identified as Substandard / Doubtful above were considered Doubtful as of June 30, 2011.
 
 
17

 
The following table summarizes the credit risk profile of our loan portfolio by internally assigned grades as of December 31, 2010 (in thousands).
 
   
Pass
   
Special
Mention
   
Substandard
/ Doubtful
   
Total
 
Real estate:
                       
Construction and land loans
  $ 19,306     $ 4,250     $ 13,270     $ 36,826  
Farmland
    18,438       6,352       5,480       30,270  
1-4 family residential mortgage
    52,544       3,538       2,261       58,343  
Multifamily
    3,082       -       -       3,082  
Commercial
    53,704       12,026       8,070       73,800  
Agriculture
    8,807       2,110       1,717       12,634  
Commercial
    21,853       3,223       4,337       29,413  
Consumer
    13,335       65       198       13,598  
States and political subdivisions
    3,735       -       -       3,735  
Other loans
    65       -       5       70  
Total
  $ 194,869     $ 31,564     $ 35,338     $ 261,771  
 
Approximately $615,000 of the $35,338,000 identified as Substandard / Doubtful above were considered Doubtful as of December 31, 2010.
 
 
18

 
The following table details the Bank’s non-accrual loans as of June 30, 2011 and December 31, 2010 (in thousands).
 
   
June 30,
   
December 31,
 
   
2011
   
2010
 
Non-accrual loans:
           
Real estate:
           
Construction, land development, and other land loans
  $ 7,948     $ 8,966  
Farmland
    851       1,210  
1-4 family residential mortgage
    508       801  
Multifamily
    -       -  
Commercial
    2,998       2,803  
Agriculture
    1,468       1,603  
Commercial
    1,371       2,162  
Consumer
    2       -  
States and political subdivisions
    -       -  
Other loans
    -       -  
Total nonaccrual loans
  $ 15,146     $ 17,545  
 
The following table details the Bank’s allowance for loan loss as of June 30, 2011 and December 31, 2010 (in thousands).
 
   
June 30,
   
December 31,
 
   
2011
   
2010
 
Allowance for loan losses:
           
Real estate:
           
Construction, land development, and other land loans
  $ 2,298     $ 2,176  
Farmland
    147       119  
1-4 family residential mortgage
    557       576  
Multifamily
    8       7  
Commercial
    1,209       1,100  
Agriculture
    293       201  
Commercial
    714       772  
Consumer
    167       178  
States and political subdivisions
    9       9  
Other loans
    3       2  
Total allowance for loan losses
  $ 5,405     $ 5,140  
 
 
19

 
Changes in the allowance for loan losses for the periods ended June 30, 2011 and 2010 are as follows (in thousands):
 
   
June 30,
   
June 30,
 
   
2011
   
2010
 
Average amount of loans outstanding, net
  $ 264,795     $ 282,441  
                 
Reserve for loan losses:
               
Beginning balance
  $ 5,140     $ 7,436  
Loans charged off:
               
Real estate:
               
Construction and  land loans
    (41 )     (188 )
Farmland
    -       -  
1-4 family residential mortgage
    (199 )     (238 )
Multifamily
    -       -  
Commercial
    (109 )     (29 )
Agriculture
    (17 )     -  
Commercial
    (39 )     (241 )
Consumer
    (42 )     (107 )
States and political subdivisions
    -       -  
Other loans
    (1 )     (4 )
                 
Total charged off
    (448 )     (807 )
Recoveries:
               
Real estate:
               
Construction and  land loans
    4       8  
Farmland
    -       -  
1-4 family residential mortgage
    5       40  
Multifamily
    -       -  
Commercial
    9       -  
Agriculture
    7       10  
Commercial
    72       2  
Consumer
    16       13  
States and political subdivisions
    -       -  
Other loans
    -       1  
Total recoveries
    113       74  
Loans charged off, net
    (335 )     (733 )
Additions to the allowance charged to operations
    600       1,038  
Ending balance
  $ 5,405     $ 7,741  
                 
Net annualized charge offs to average loans
    0.25 %     0.52 %
 
 
20

 
A loan is considered impaired when, based on current information and events; it is probable that the Bank will be unable to collect all amounts due (both principal and interest) according to the terms of the loan agreement.

The following tables detail the Bank’s impaired loans, by portfolio class, as of June 30, 2011 (in thousands).
 
         
Unpaid
         
Interest
 
   
Recorded
   
Principal
   
Related
   
Income
 
   
Investment
   
Balance
   
Allowance
   
Recognized
 
With no specific allowance reserved 
                       
Real estate:
                       
Construction and  land loans
  $ 229     $ 229     $ -     $ 2  
Farmland
    663       663       -       -  
1-4 family residential mortgage
    427       427       -       -  
Multifamily
    -       -       -       -  
Commercial
    314       314       -       11  
Agriculture
    1,352       1,352       -       -  
Commercial
    113       632       -       1  
Consumer
    207       207       -       -  
States and political subdivisions
    -       -       -       -  
Other loans
    -       -       -       -  
Total
  $ 3,305     $ 3,824     $ -     $ 14  
 
         
Unpaid
         
Interest
 
   
Recorded
   
Principal
   
Related
   
Income
 
   
Investment
   
Balance
   
Allowance
   
Recognized
 
                         
With specific allowance reserved
                       
Real estate:
                       
Construction and  land loans
  $ 8,697     $ 10,300     $ 1,181     $ 36  
Farmland
    147       147       69       -  
1-4 family residential mortgage
    634       634       56       26  
Multifamily
    -       -       -       -  
Commercial
    2,889       2,889       665       -  
Agriculture
    116       116       65       -  
Commercial
    1,382       2,632       495       3  
Consumer
    -       -       -       -  
States and political subdivisions
    -       -       -       -  
Other loans
    -       -       -       -  
Total
  $ 13,865     $ 16,718     $ 2,531     $ 65  
 
 
21

 
         
Unpaid
         
Interest
 
   
Recorded
   
Principal
   
Related
   
Income
 
   
Investment
   
Balance
   
Allowance
   
Recognized
 
Total Impaired Loans
                       
Real estate:
                       
Construction and  land loans
  $ 8,926     $ 10,529     $ 1,181     $ 38  
Farmland
    810       810       69       -  
1-4 family residential mortgage
    1,061       1,061       56       26  
Multifamily
    -       -       -       -  
Commercial
    3,203       3,203       665       11  
Agriculture
    1,468       1,468       65       -  
Commercial
    1,495       3,264       495       4  
Consumer
    207       207       -       -  
States and political subdivisions
    -       -       -       -  
Other loans
    -       -       -       -  
Total
  $ 17,170     $ 20,542     $ 2,531     $ 79  
 
The following tables detail the Bank’s impaired loans, by portfolio class, as of December 31, 2010 (in thousands).
 
         
Unpaid
         
Interest
 
   
Recorded
   
Principal
   
Related
   
Income
 
   
Investment
   
Balance
   
Allowance
   
Recognized
 
With no specific allowance reserved
                       
Real estate:
                       
Construction and  land loans
  $ 2,748     $ 3,948     $ -     $ 2  
Farmland
    3,485       3,485       -       55  
1-4 family residential mortgage
    1,320       1,320       -       42  
Multifamily
    -       -       -       -  
Commercial
    256       256       -       11  
Agriculture
    1,338       1,338       -       45  
Commercial
    1,157       3,168       -       12  
Consumer
    -       -       -       -  
States and political subdivisions
    -       -       -       -  
Other loans
    -       -       -       -  
Total
  $ 10,304     $ 13,515     $ -     $ 167  
 
 
22

 
         
Unpaid
         
Interest
 
   
Recorded
   
Principal
   
Related
   
Income
 
   
Investment
   
Balance
   
Allowance
   
Recognized
 
                         
With specific allowance reserved
                       
Real estate:
                       
Construction and  land loans
  $ 6,813     $ 7,315     $ 1,029     $ 95  
Farmland
    150       150       33       5  
1-4 family residential mortgage
    223       223       129       9  
Multifamily
    -       -       -       -  
Commercial
    2,871       2,871       565       61  
Agriculture
    252       252       74       14  
Commercial
    987       987       445       8  
Consumer
    -       -       -       -  
States and political subdivisions
    -       -       -       -  
Other loans
    -       -       -       -  
Total
  $ 11,296     $ 11,798     $ 2,275     $ 192  
 
         
Unpaid
         
Interest
 
   
Recorded
   
Principal
   
Related
   
Income
 
   
Investment
   
Balance
   
Allowance
   
Recognized
 
Total Impaired Loans
                       
Real estate:
                       
Construction and  land loans
  $ 9,561     $ 11,263     $ 1,029     $ 97  
Farmland
    3,635       3,635       33       60  
1-4 family residential mortgage
    1,543       1,543       129       51  
Multifamily
    -       -       -       -  
Commercial
    3,127       3,127       565       72  
Agriculture
    1,590       1,590       74       59  
Commercial
    2,144       4,155       445       20  
Consumer
    -       -       -       -  
States and political subdivisions
    -       -       -       -  
Other loans
    -       -       -       -  
Total
  $ 21,600     $ 25,313     $ 2,275     $ 359  
 
The impaired loan amounts above included approximately $213,000 and $383,000 of troubled debt restructured loans as of June 30, 2011 and December 31, 2010, respectively.

Of the $21,600,000 in impaired loans as of December 31, 2010, approximately $266,000 was charged off against the allowance, $1,716,000 was foreclosed and recorded as ORE, and  $3,965,000 was repaid in the first six months of 2011.  The remainder was not considered impaired in the 2011 analysis.
 
 
23

 
The average amount of impaired loans for the six months ended June 30, 2011 was $19,385,000. If impaired loans had been current throughout their terms, interest income would have been increased by $392,554 as of the six months ended June 30, 2011.  There was $78,500 of interest income recognized from impaired loans for the six months ended June 30, 2011.
 
The following table summarizes the allowance related to impaired loans and the impaired loan balances by portfolio segment at June 30, 2011 (in thousands):
 
   
ALL
             
   
Ending
   
Individually
   
Collectively
 
   
Balance
   
Evaluated
   
Evaluated
 
                   
Real estate:
                 
Construction and land loans
  $ 1,181     $ 8,926     $ -  
Farmland
    69       810       -  
1-4 family residential mortgage
    56       1,061       -  
Multifamily
    -       -       -  
Commercial
    665       3,203       -  
Agriculture
    65       1,468       -  
Commercial
    495       1,495       -  
Consumer
    -       207       -  
States and political subdivisions
    -       -       -  
Other loans
    -       -       -  
Total
  $ 2,531     $ 17,170     $ -  
 
 
24

 
The following table summarizes the allowance related to impaired loans and the impaired loan balances by portfolio segment at December 31, 2010 (in thousands):
 
   
ALL
             
   
Ending
   
Individually
   
Collectively
 
   
Balance
   
Evaluated
   
Evaluated
 
                   
Real estate:
                 
Construction and land loans
  $ 1,029     $ 9,561     $ -  
Farmland
    33       3,635       -  
1-4 family residential mortgage
    129       1,543       -  
Multifamily
    -       -       -  
Commercial
    565       3,127       -  
Agriculture
    74       1,590       -  
Commercial
    445       2,144       -  
Consumer
    -       -       -  
States and political subdivisions
    -       -       -  
Other loans
    -       -       -  
Total
  $ 2,275     $ 21,600     $ -  
 
 
25

 
The table below provides an analysis of past due status as of June 30, 2011 (in thousands):
 
   
Past Due Loans (Accruing Interest)
               
Total
 
   
30-59 days
   
60-89 days
   
90+ days
   
Total
   
Nonaccrual
   
Current
   
Loans
 
                                           
Real estate:
                                         
Construction and land loans
  $ 393     $ 24     $ -     $ 417     $ 7,948     $ 27,717     $ 36,082  
Farmland
    365       -       -       365       851       29,070       30,286  
1-4 family residential mortgage
    497       56       -       553       508       55,819       56,880  
Multifamily
    -       -       -       -       -       3,479       3,479  
Commercial
    1,733       -       -       1,733       2,998       68,117       72,848  
Agriculture
    34       -       -       34       1,468       22,511       24,013  
Commercial
    37       -       -       37       1,371       20,739       22,147  
Consumer
    49       14       -       63       2       13,962       14,027  
States and political subdivisions
    -       -       -       -       -       3,899       3,899  
Other loans
    -       -       -       -       -       94       94  
Totals
  $ 3,108     $ 94     $ -     $ 3,202     $ 15,146     $ 245,407     $ 263,755  

The table below provides an analysis of past due status as of December 31, 2010 (in thousands):

   
Past Due Loans (Accruing Interest)
               
Total
 
   
30-59 days
   
60-89 days
   
90+ days
   
Total
   
Nonaccrual
   
Current
   
Loans
 
                                           
Real estate:
                                         
Construction and land loans
  $ 860     $ 106     $ -     $ 966     $ 8,966     $ 26,894     $ 36,826  
Farmland
    2,527       18       519       3,064       1,210       25,996       30,270  
1-4 family residential mortgage
    155       51       -       206       801       57,336       58,343  
Multifamily
    -       -       -       -       -       3,082       3,082  
Commercial
    880       610       -       1,490       2,803       69,507       73,800  
Agriculture
    -       -       -       -       1,603       11,031       12,634  
Commercial
    119       -       -       119       2,162       27,132       29,413  
Consumer
    100       15       19       134       -       13,464       13,598  
States and political subdivisions
    -       -       -       -       -       3,735       3,735  
Other loans
    1       -       -       1       -       69       70  
Totals
  $ 4,642     $ 800     $ 538     $ 5,980     $ 17,545     $ 238,246     $ 261,771  

NOTE 5 – Operating Segments

The Corporation operates in only one segment – commercial banking.
 
 
26


NOTE 6 – Stock Based Compensation
 
At June 30, 2011, the Corporation had two stock-based compensation plans.  The 1998 Stock Option Plan and the 2007 Equity Incentive Plan are described more fully in Note 13 to the Consolidated Financial Statements in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2010.  The Corporation recognizes compensation expense for all stock based payments based upon the grant date fair value.
 
Stock Options
 
1998 Stock Option Plan
 
The following table represents stock option activity for the six months ended June 30, 2011:
 
   
Shares under
option
   
average
exercise price
per share
   
remaining
contractual
life
 
Options outstanding, beginning of period
    22,486        16.15         
Granted
                 
Surrendered
                 
Exercised
                 
Options outstanding, end of period
    22,486        16.15        1.7  
Exercisable, end of period
    22,486        16.15        1.7  
 
There was no intrinsic value of option shares outstanding and exercisable for the periods ended June 30, 2011 and 2010, respectively.
 
The 1998 Stock Option Plan expired pursuant to its terms effective December 22, 1998 and no additional awards will be made under such plan.
 
 
27

 
2007 Equity Incentive Plan
 
The following table represents stock option activity for the six months ended June 30, 2011:
 
   
Shares under
option
   
Weighted
average
exercise price
per share
   
Weighted
average
remaining
contractual
life
 
Options outstanding, beginning of period
    4,000      $ 14.85       8.4  
Granted
                   
Surrendered
                   
Exercised
                   
Options outstanding, end of period
    4,000        14.85        7.9  
Exercisable, end of period
    2,400        14.85        7.9  
 
There was no intrinsic value of option shares outstanding and exercisable for the periods ended June 30, 2011 and 2010, respectively.
 
Restricted Stock
 
The following table represents restricted stock activity under the 2007 Equity Incentive Plan for the six months ended June 30, 2011:
 
   
Restricted
stock
activity
   
Weighted
average
fair value
 
Shares under grant at beginning of period
    5,515        16.65   
Granted
           
Surrendered
           
Vested
           
Shares under grant at end of period
    5,515        16.65   

Shares available for future stock grants to employees and directors under the 2007 Equity Incentive Plan of United Bancorporation of Alabama, Inc. were 293,843 at June 30, 2011.
 
As of June 30, 2011, there was $50,383 of total unrecognized compensation costs related to the nonvested share based compensation arrangements granted under the 1998 and 2007 Plans.  That cost is expected to be recognized over a period of approximately 3 years.

NOTE 7 – Fair Value of Financial Instruments
 
The Corporation uses fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures.  In accordance with the Fair Value Measurements and Disclosures topic (FASB ASC 820), the fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.  Fair value is best determined based upon quoted market prices.  However, in many instances, there are no quoted market prices for the Corporation’s various financial instruments.  In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques.  Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows.  Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument.
 
 
28

 
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.
 
Fair Value Hierarchy
 
In accordance with this guidance, the Corporation groups its financial assets and financial liabilities generally measured at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value.
 
Level 1 - Valuation is based on quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.  Level 1 assets and liabilities generally include debt and equity securities that are traded in an active exchange market.  Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities.
 
Level 2 - Valuation is based on inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly or indirectly.  The valuation may be based on quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liability.
 
Level 3 - Valuation is based on unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.  Level 3 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 determination of fair value requires significant management judgment or estimation.
 
A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.
 
 
29

 
Assets Measured at Fair Value on a Recurring Basis
 
Following is a description of the valuation methodologies used for instruments measured at fair value on a recurring basis and recognized in the accompanying balance sheet, as well as the general classification of such instruments pursuant to the valuation hierarchy.
 
Available for Sale Securities
 
Where quoted market prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. Level 1 securities would include highly liquid government bonds, mortgage products and exchange traded equities. 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 flows. Level 2 securities include U.S. agency securities, mortgage-backed agency securities, obligations of states and political subdivisions and certain corporate, asset backed and other securities. In certain cases where Level 1 or Level 2 inputs are not available, securities are classified within Level 3 of the hierarchy.
 
 
         
Fair Value Measurements at June 30, 2011 Using
 
   
Assets
Measured at
Fair Value
   
Quoted Prices
in Active Markets for
Identical Assets
(Level 1)
   
Significant Other
Observable
Inputs
Level (2)
   
Significant
Unobservable
Inputs
(Level 3)
 
                         
AFS Securities
  $ 66,211,005     $ 20,303,534     $ 45,907,471     $ -  
 
         
Fair Value Measurements at December 31, 2010 Using
 
   
Assets/Liabilities
Measured at
Fair Value
   
Quoted Prices
in Active Markets for
Identical Assets
(Level 1)
   
Significant Other
Observable
Inputs
Level (2)
   
Significant
Unobservable
Inputs
(Level 3)
 
                         
AFS Securities
  $ 68,808,624     $ 21,203,537     $ 47,605,087     $ -  
 
Assets Measured at Fair Value on a Nonrecurring Basis

Following is a description of the valuation methodologies used for instruments measured at fair value on a non-recurring basis and recognized in the accompanying balance sheet, as well as the general classification of such instruments pursuant to the valuation hierarchy.
 
Impaired Loans
 
A loan is considered impaired when full payment under the loan terms is not expected. Impaired loans are carried at the present value of estimated future cash flows using the loan's existing rate, or the fair value of collateral if the loan is collateral dependent. A portion of the allowance for loan losses is allocated to impaired loans if the value of such loans is deemed to be less than the unpaid balance. If these allocations cause the allowance for loan losses to require increase, such increase is reported as a component of the provision for loan losses. Loan losses are charged against the allowance when management believes the uncollectability of a loan is confirmed.  When the fair value of the collateral is based on an observable market price or a current appraised value, the Corporation records the loan impairment as nonrecurring Level 2. When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price, the Corporation records the loan impairment as nonrecurring Level 3.
 
 
30

 
Other Real Estate (Foreclosed Assets)
 
Other real estate is adjusted to fair value upon transfer from the loan portfolio. Subsequently, other real estate assets are carried at the lower of carrying value or fair value. Fair value is based upon independent market prices, appraised values of the collateral or management’s estimation of the value of the collateral. When the fair value of the collateral is based on an observable market price or a current appraised value, the Corporation records the other real estate as nonrecurring Level 2. When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price, the Corporation records the other real estate as nonrecurring Level 3.
 
 
31


The following tables present the assets carried on the balance sheet by asset type and by level within the FASB ASC 820 valuation hierarchy (as described above) as of June 30, 2011 and 2010, for which a nonrecurring change in fair value has been recorded during the periods ended June 30, 2011 and 2010.
 
   
Carrying Value at June 30, 2011
   
Six Months Ended
 
                           
June 30, 2011
 
                               
                           
Total gains
 
   
Total
   
Level 1
   
Level 2
   
Level3
   
(losses)
 
                               
Impaired loans (1)
  $ 11,604,753     $ -     $ -     $ 11,604,753     $ (576,632 )
Foreclosed assets
    10,853,521       -       -       10,853,521       (9,281 )
 

(1) Losses related to loans were recognized as either charge-offs or specific allocations of the allowance for loan loss
 
   
Carrying Value at December 31, 2010
   
Twelve Months Ended
 
                           
December 31, 2010
 
                               
                           
Total
 
   
Total
   
Level 1
   
Level 2
   
Level3
   
losses
 
                               
Impaired loans
  $ 11,367,697     $ -     $ -     $ 11,367,697     $ (4,023,954 )
Foreclosed assets
    10,163,992       -       -       10,163,992       (199,999 )
 
Fair Value of Financial Instruments

The assumptions used in estimating the fair value of the Corporation’s financial instruments are explained below. Where quoted market prices are not available, fair values are based on estimates using discounted cash flow and other valuation techniques. Discounted cash flows can be significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. The following fair value estimates cannot be substantiated by comparison to independent markets and should not be considered representative of the liquidation value of the Corporation’s financial instruments, but rather a good–faith estimate of the fair value of financial instruments held by the Corporation. FASB ASC 820 excludes certain financial instruments and all nonfinancial instruments from its disclosure requirements.
 
 
32

 
The following methods and assumptions were used by the Corporation in estimating the fair value of its financial instruments:
 
(a)       Cash and Short-term Investments
Fair value approximates the carrying value of such assets.

(b)       Investment Securities and Other Securities
The fair value of investment securities is based on quoted market prices.   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 flows.  The fair value of other securities, which includes Federal Home Loan Bank stock and other correspondent stocks, approximates their carrying value.

(c)        Loans
The fair value of loans is calculated using discounted cash flows and excludes lease–financing arrangements. The discount rates used to determine the present value of the loan portfolio are estimated market discount rates that reflect the credit and interest rate risk inherent in the loan portfolio. The estimated maturities are based on the Corporation’s historical experience with repayments adjusted to estimate the effect of current market conditions.

(d)       Bank Owned Life Insurance
The fair value of bank owned life insurance approximates its carrying value.

(e)        Deposits
The fair value of deposits with no stated maturity, such as non–interest bearing demand deposits, NOW accounts, savings and money market deposit accounts, approximates the carrying value. Certificates of deposit have been valued using discounted cash flows. The discount rates used are based on estimated market rates for deposits of similar remaining maturities.

The fair value estimates in the table below do not include the benefit that results from the low–cost funding provided by the deposit liabilities compared to the cost of borrowing funds in the market.

(f)        FHLB, Other Borrowed Funds and Subordinated Debt
The fair value of the Corporation’s other borrowed funds and subordinated debt approximates the carrying value of such liabilities. The fair value of FHLB advances have been valued using discounted cash flows.  The discount rates used are based on estimated market rates for borrowings of similar remaining maturities.

(g)       Accrued Interest
The fair value of accrued interest receivable and payable approximates their carrying value.
 
 
33

 
(h)       Commitments to Extend Credit and Standby Letters of Credit
There is no market for the commitment to extend credit and standby letters of credit and they were issued without explicit cost. Therefore, it is not practical to establish their fair value.
 
The carrying value and estimated fair value of the Corporation’s financial instruments at June 30, 2011 and December 31, 2010 are as follows (in thousands):
 
   
June 30, 2011
   
December 31, 2010
 
   
Carrying
amount
   
Estimated
fair value
   
Carrying
amount
   
Estimated
fair value
 
Financial assets:
 
(Dollars in Thousands)
 
Cash and short–term investments
  $ 52,897     $ 52,897     $ 80,966     $ 80,966  
Investment securities
    87,602       87,960       86,071       86,111  
Loans held for sale
    857       857              
Loans held for investment,net of the allowance for loan losses
    258,350       261,706       256,631       264,155  
Bank owned life insurance
    2,900       2,900       2,845       2,845  
Correspondent bank stock
    1,772       1,772       1,872       1,872  
Accrued interest receivable
    2,065       2,065       2,193       2,193  
                                 
Financial liabilities:
                               
Deposits
    390,743       393,845       417,033       420,546  
Other borrowed funds
    888       888       944       944  
FHLB advances
    1,198       1,336       1,280       1,534  
Subordinated Debt
    10,310       10,310       10,310       10,310  
Accrued interest payable
    343       343       403       403  
 
 
34

 
NOTE 8 – Recently Issued Accounting Pronouncements

FASB ASC 310 Receivables (“ASC 310”) was amended to enhance disclosures about credit quality of financing receivables and the allowance for credit losses. The amendments require an entity to disclose credit quality information, such as internal risk grades, more detailed nonaccrual and past due information, and modifications of its financing receivables. The disclosures under ASC 310, as amended, were effective for interim and annual reporting periods ending on or after December 15, 2010. This amendment did not have a significant impact on the Corporation’s financial results, but it has significantly expanded the disclosures that the Corporation is required to provide.

On April 5, 2011, the FASB issued ASU 2011-02 “A Creditor’s Determination of Whether a Restructuring is a Troubled Debt Restructuring”, which clarifies when creditors should classify loan modifications as troubled debt restructurings. The guidance is effective for interim and annual periods beginning on or after June 15, 2011, and applies retrospectively to restructurings occurring on or after the beginning of the year. The guidance on measuring the impairment of a receivable restructured in a troubled debt restructuring is effective on a prospective basis. The Corporation is currently evaluating the new guidance.
 
 
35

 
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward Looking Statements

When used or incorporated by reference herein, the words “anticipate”, “estimate”, ”expect”, “project”, “target”, “goal”, and similar expressions, are intended to identify forward-looking statements within the meaning of Section 27A of the Securities Act of 1933.  Such forward-looking statements are subject to certain risk, uncertainties, and assumptions including those set forth herein.  Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those expected or projected.  These forward-looking statements speak only as of the date they are made.  The Corporation expressly disclaims any obligations or undertaking to publicly release any updates or revisions to any forward-looking statement contained herein to reflect any change in the Corporation’s expectations with regard to any change in events, conditions or circumstances on which any such statement is based.

Critical Accounting Estimates

The Corporation’s accounting and reporting policies are in accordance with accounting principles generally accepted in the United States of America and conform to general practices within the banking industry. The Corporation’s significant accounting policies are described in the notes to the consolidated financial statements at December 31, 2010 as filed in the Corporation’s annual report on Form 10-K. Certain accounting policies require management to make significant estimates and assumptions, which have a material impact on the carrying value of certain assets and liabilities, and we consider these to be critical accounting policies. The estimates and assumptions used are based on historical experience and other factors that management believes to be reasonable under the circumstances. Actual results could differ significantly from these estimates and assumptions, which could have a material impact on the carrying value of assets and liabilities at the balance sheet dates and results of operations for the reporting periods.

Results of Operations

The following financial review is presented to provide an analysis of the results of operations of the Corporation and the Bank for the six and three months ended June 30, 2011 and 2010, compared.  This review should be used in conjunction with the condensed consolidated financial statements included in the Form 10-Q.

Six Months Ended June 30, 2011 and 2010, Compared
 
Summary
 
Net income for the six months ended June 30, 2011 was $591,826, an increase from the $501,158 that was recorded in the same period in 2010.  Net income available to common shareholders was $456,673 in 2011 compared to $211,505 in the 2010 period, both after recording the payment of the dividend on preferred shares and the associated amortization of warrants related to the Corporation’s participation in the Capital Purchase Program (CPP) in 2010 and Community Development Capital Initiative (CDCI) in 2011.  The dividend on the CDCI dividends in 2011 were $103,000 compared with the $257,500 for the CPP dividends in 2010.  This created improvement in the net income available to shareholders.  The specifics of the changes are discussed in detail below.
 
 
36

 
As previously discussed in the report for the quarter ended March 31, 2011, total assets and non interest bearing deposits decreased from December 31, 2010 as a large depositor used funds to pay down loans at other lenders.  The decline in the first quarter was $17,500,000 for both deposits and assets.  The second quarter saw smaller changes as assets declined by an additional $6,600,000.  The decline was centered in interest bearing deposits; as, the bank was not aggressive in the time deposit market and reduced balances in response to slow loan growth and continued high levels of liquidity.

Net Interest Income

Net interest income was $7,211,959 during the first half of 2011, an increase of $34,860 or 0.5% from the level experienced during the same period in 2011.  The very small change was the result of the effects of lower loan volume being offset by wider spreads between interest earning assets and interest bearing liabilities. The net interest income on a tax equivalent basis was 3.60% for the first half of 2011 as compared to 3.53% for the same period in 2010.

Total interest income decreased $752,463 (7.7%) in the first half of 2011.  The effect of the reduction in interest income is primarily the result of the lower level of total interest earning assets, in particular loans.  Loans averaged $20,000,000 less in the first half of 2011 compared with the same period in 2010.  While the loan balances significantly decreased, the yield on loans increased to 6.11% in 2011 from 6.01% in the 2010 period.  Additionally, the full effect of the realignment of the investment portfolio, undertaken in 2010, was reflected in the changes between the 2011 and 2010 periods.  The average volume of tax advantaged investments was lower between the periods by $16,700,000 and the average volume of taxable investments was higher by $19,500,000.  This reflects the change made in the third quarter of 2010 that reduced tax advantaged investments.  The taxable equivalent yield on earnings assets decreased to 4.49% in 2011 from 4.76% in 2010 and earning assets declined by $14,200,000.

The decline in interest income was offset by a reduction in interest expense of $787,323 or 30.4%.  Interest bearing liabilities decreased by an average of $13,200,000 for the first half of 2011 compared to the same period in 2010 primarily on the reduction of the volume of time deposits.  Time deposits in 2011 averaged $15,600,000 lower than in the 2010 period.  Because loan demand was weak, the out of market CD portfolio was allowed to mature without being replaced and the banking subsidiary was not aggressive in bidding for public funds and allowed interest sensitive deposits to mature.  The average rate paid on these deposits declined by 0.65% to 1.68%.  The volume of savings and money market accounts increased by $2,000,000 between the 2011 and 2010 periods while the rate paid remained constant at 0.20%.  The total cost of interest bearing liabilities decreased to 1.27% in 2011 from 1.74% in the 2010 period.
 
 
37

 
Provision for Loan Losses

The provision for loan losses totaled $600,000 for the first half of 2011 as compared to $1,038,000 for the same period in 2010.  For further discussion of this item see Allowance for Loan Losses below.

Noninterest Income

Compared to the first half of 2010, total noninterest income decreased by $260,958 or 10.7% for the first half of 2011 to $2,179,392.   The reduction in investment securities gains of $194,250, to $25,104 from $219,354, accounts for the majority of the decrease.  Revenue from service charges and fees on deposit accounts decreased by $70,185.  Overdraft fees declined by $167,000 within the service charge category.  This decline was partially offset by increases in interchange fees of $62,000 and fees on corporate analysis checking accounts of $30,000.  Fees from the origination of mortgage loans declined by $16,664.  Other revenue was higher by $20,142.

Noninterest Expense

Total noninterest expense for the six months ended June 30, 2011 and 2010 was $7,995,502 and $8,155,600, respectively.  This represents a decrease of $160,098, or 2.0%, for the first half of 2011 compared to the same period of 2010.

Expenses related to salaries and benefits increased by $99,381 (2.3%) to $4,421,362 in the 2011 period from $4,321,981 in 2010.   The cost of providing health insurance increased by $45,495 or 15.3%.  Increased participation in the 401(k) employee savings plan caused expenses to rise by $23,000.  Salaries increased by $33,340 or 1% in 2011 over 2010.

Occupancy cost declined by $127,764 or 11.7%.  Reduced depreciation expense was responsible for $108,663 of the difference as the Corporation continues with its plan of making capital expenditures only for necessary items.  These are items that if not corrected have a negative impact on effectiveness or customer service.  Repairs and maintenance has been lower in recent history as the Corporation has utilized a service contract for prepaid maintenance.  The reduction in the first half of 2011 versus the first half of 2010 is $15,651 or 8.3%.  This contract is ending in the June/July time frame and it is likely that the cost of repairs will increase in future periods.
 
 
38

 
Other non-interest expense experienced a decline of $131,715 or 4.8% in the first half of 2011 compared to the same period in 2010.  ORE expenses and legal fees were both elevated in 2010 and are lower in the first half of 2011 than in the same period last year by $94,000 and $46,000 respectively.  Credit card expense and interchange expense are both higher (by $58,000 and $34,000) reflecting the increased revenue and volume in the products. The cost of FDIC insurance was reduced in the first half by $28,000 versus the 2010 period and several volume related items, primarily items pertaining to loan, ATM, and credit card activity, showed reductions in expense of $30,000 on reduced activity.

Income Tax Expense/Benefit

Earnings before taxes for the first half of 2011 were $795,849 as compared to $423,849 in the same period of 2010.  In the first half of 2011, the Corporation recorded an income tax expense of $204,023 as opposed to the benefit of $77,309 recorded in the first half of 2010.  The increased expense was caused by a reduction in nontaxable interest income from investment in municipal securities and increased profitability in general.

Three Months Ended June 30, 2011 and 2010, Compared

Summary

Net income for the three months ended June 30, 2011 was $364,464, an increase from the $145,355 that was recorded in the same period in 2010.  Net income available to common shareholders was $297,715 in 2011 compared to $413 in the 2010 period    Preferred dividends decreased in the 2011 period by $77,250 as the result of the exchange of the preferred stock issued to the U. S. Treasury under the CPP into preferred stock issued to the U. S. Treasury under the CDCI program.  As has been discussed in previous reports, the dividend rate was reduced to 2% from 5% and this creates the lower dividend amount.  The associated amortization of the warrants related to the Corporation’s participation in the Capital Purchase Program continues in place.  The specifics of the changes are discussed in detail below.

The net interest margin on a tax equivalent basis was 3.75% for the second quarter of 2011 as compared to 3.55% for the same period in 2010.

Net Interest Income

Net interest income was $3,681,965 during the second quarter of 2011 or level with the $3,692,390 recorded in the same period in 2010.
 
Total interest income decreased $359,382 (7.3%) in the second quarter of 2011.  The reduction in interest income is primarily the result of the lower level of interest earning assets, particularly loan assets.  As discussed in the Corporation’s Form 10-Q for the second quarter of 2010, one large customer had deposited significant funds into the Bank during the second quarter of 2010.  These funds have been withdrawn, primarily in the last half of 2010.  Additional funds were deployed in the second quarter of 2011 by the customer to fund a major project.  The result is the reduction in average non-interest bearing deposits of $13,700,000 in the second quarter of 2011 as compared to the second quarter of 2010.  In addition, loan demand was very weak with loans averaging $17,600,000 less than in 2010.  The result was $229,040 lower income from loans in the quarter compared to the same quarter in 2010.  Income from the investment portfolio declined by $120,943; as a result of the restructuring of the investment portfolio in the third quarter of 2010.  In this restructuring shorter term securities were sold and redeployed in slightly longer term, high quality issues to reduce interest rate sensitivity and reduce the level of tax advantaged income.  The reinvestment rate was higher than the yield at which the securities were sold, but lower than the yield realized in the second quarter of 2010.  This reduced yield resulted in the lower revenue during the quarter.
 
 
39


The interest income decline was almost completely offset by a reduction in interest expense of $348,957 or 28.8%.  Interest bearing liabilities decreased by an average of $15,600,000 for the second quarter of 2011 compared to the same period in 2010.  As mentioned in the discussion of the six months ended June 30, 2011, the Bank was not aggressive in retaining time deposits and out of market time deposits and these categories saw average declines of approximately $8,400,000 each, in the second quarter of 2011.  The rate paid on interest bearing liabilities was lower at 1.22% in 2011 vs. 1.62% in 2010, a reduction of 0.40%.

Provision for Loan Losses

The provision for loan losses totaled $300,000 for the second quarter of 2011 as compared to $600,000 for the same period in 2010.  For further discussion of this account see Allowance for Loan Losses below.

Noninterest Income

Total noninterest income decreased $62,261 or 5.1% for the second quarter of 2011. Reduced investment securities gains of $34,785 and a decrease in mortgage origination revenue of $25,270 account for most of the reduction.  Changes in service charge revenue and other revenue counter each other.  Service charge revenue in the second quarter of 2011 is lower than the same quarter in 2010 by $40,850 or 4.9%.  Overdraft fees for the period were lower than the prior year period by $85,600 as the full effects of new regulations introduced in 2010 were in place.  Interchange fees rose from the prior year by $31,000 on increased volume.  All other income increased between the quarters by $38,644.

Noninterest Expense

Total noninterest expense decreased $190,538, or 4.5%, in the second quarter of 2011 compared to the same quarter of 2010.
 
 
40


Occupancy expenses were lower by $72,980 (13.1%) due to lower depreciation expense ($55,539) as plant and equipment replacements continued to be done on an “as needed basis” or for items that had a possible negative impact on customer service.  Other categories of occupancy expenses were also generally lower.  Items that represent discretionary expenses were generally level with the same quarter in 2010.

In other noninterest expense, a decrease of $177,732 was experienced.  Expenses for other real estate, legal and FDIC insurance decreased by $62,457, $50,758, and $82,581 respectively from the elevated level of the year ago period.  These decreases were offset by increased expense for interchange ($15,065) and the expense component of the credit card operation ($28,360).  Smaller decreases were experienced in other activity based expense categories.

Income Tax Expense/Benefit

Earnings before taxes for the second quarter of 2011 were $504,440 as compared $86,588 in the second quarter of 2010.  Income tax expense in the 2011 period was $139,976 versus a benefit of $58,767 in 2010.   The change in nontaxable income and the general increase in profitability are the reasons for the increase.

Financial Condition and Liquidity

Total assets on June 30, 2011 were $441,628,212, a decrease of $25,592,482 or 5.5% from December 31, 2010.  Total deposits decreased by $26.3 million or 6.3% while loans increased by $2.0 million.  Total equity (common and preferred) increased by $859,251 to $37.1 million for the six month period.  The decrease in assets and deposits is the result of the factors discussed above.

The Corporation continues to take steps to maintain a strong liquidity position that is designed to provide sufficient availability of funds to meet planned and potential emergency needs.  This liquidity position has been held at a higher than historical level because of the continued economic uncertainty.  The ratio of total loans to deposits on June 30, 2011 was 67.5% as compared to 62.8% on December 31, 2010.  The increase is the result of the small increase in loans and the decrease in deposits discussed above.  The maintenance of the unusually high level of liquidity continues to be under review with the objective being that when economic conditions improve and the market for bank funding becomes more functional, it will no longer be necessary to keep the level as high.

Cash and Cash Equivalents

Cash and cash equivalents were $52,896,791 as of June 30, 2011, a decrease of $28,069,318 or 34.7%, from December 31, 2010. The change is primarily the result of the reduction of deposits from the single customer to pay debt discussed in Summary above and the increased level of loans.
 
 
41

 
Investment Securities – Available for Sale

Investment securities available for sale decreased $2,597,619, or 3.8%, compared to December 31, 2010 as only a portion of maturing, sold or called securities were reinvested in this category.

Investment Securities – Held to Maturity

Investment securities held to maturity increased $4,128,322, or 23.9%.  Securities designated as held to maturity are not liquid or subject to sale.  The Corporation reviews the limits and target levels on this category regularly.  As a result of its review, during the second quarter of 2011 a portion of maturing, sold or called securities were reinvested in this category.

Loans

Gross loans increased by $1,984,568 or 0.8% at June 30, 2011, from December 31, 2010.  The increase is primarily the result of the funding of seasonal agricultural production loans ($6.3 million) and farmland loans ($5.7 million) which were offset by declines in commercial loans ($5 million) and real estate loans ($2 million).  The agricultural loan increase has been aided through the expansion and diversification of this type of lending into the central Baldwin County, Alabama market where the bank has had branches and a presence, but has recently been able to obtain new loan customers.  The Bank continues to seek loans to qualified borrowers.

Allowance for Loan Losses

The allowance for loan losses is maintained at a level which, in management's opinion, is appropriate to provide for estimated losses in the portfolio at the balance sheet date. Factors considered in determining the adequacy of the allowance include historical loan loss experience, the amount and trend of past due loans, loans classified from the most recent regulatory examinations and internal reviews, general economic conditions, the effect of lending policies and effectiveness of management and the current portfolio mix including concentrations.  The amount charged to the provision is that amount deemed necessary to maintain the allowance for loan losses at a level indicative of the associated risk, as determined by management, of the current portfolio.

The allowance for loan losses consists of two portions:  the impaired portion and the non-impaired portion.  The impaired portion is based on identified problem loans and is determined based on an assessment of credit risk related to those loans.  Specific loss estimate amounts are included in the allowance based on an evaluation of the individual credits.  Any loan categorized as loss is charged off or fully reserved in the period which the loan is so categorized.

The non-impaired portion of the allowance is for probable inherent losses which exist as of the evaluation date even though they may not have been identified by the more objective processes for the impaired portion of the allowance.  This is due to the risk of error and inherent imprecision in the process.  This portion of the allowance is particularly subjective and requires judgments based upon qualitative factors, which do not lend themselves to exact mathematical calculations.  Some of the factors considered are changes in credit concentrations, loan mix, historical loss experience, experience of loan management, effects of lending policies and general economic environment in the Corporation's markets.
 
 
42

 
The Corporation continues with the methodology introduced in the fourth quarter of 2010 in which the Corporation began to segment the loan portfolio by type of loan for analysis and to compute the needed reserve on non-impaired loans based on historical charge off performance for each segment.  This was done to more accurately reflect performance of individual portfolio segments; as well was, to obtain more precise information regarding these segments.  Also, this methodology allows the Corporation to better target loan growth by concentrating on those segments with lower loss histories and aid in identification of areas or segments requiring more attention.  The effect on the calculated level of the reserve will be in direct proportion to the loss rate and volume of those sectors with loss rate histories either higher or lower than the average loss rate for the portfolio as a whole.

At June 30, 2011, the ratio of reserves to total loans was 2.05% compared to the ratio at December 31, 2010 of 1.96%.  The amount of reserve allocated to specific loans at June 30, 2011 was $2,530,805 versus the level at December 31, 2010 of $2,275,207.

The Corporation has procedures in place to identify and deal with problem loans and potential problem loans.  It is the goal of the Corporation to identify any problems, to develop and execute strategies to deal with those identified and establish reserves to deal with identified and historic shortfalls.  Although reserves may be considered appropriate at a point in time, future events may change the ability of a borrower to pay or the underlying value of collateral.  The Corporation will continue to monitor closely the condition of the portfolio and, in the current, uncertain economy, continue with its program to strengthen the level of reserves.

Premises and Equipment

Premises and equipment decreased $354,754, or 2.2%, during the first half of 2011.  This reduction is primarily attributable to the assets being depreciated with little additional capital spending to counter the reduction.

Deposits

Total deposits decreased approximately $26,290,000, or 6.3%, at June 30, 2011 from December 31, 2010, including a decrease of approximately $20,000,000 in non-interest bearing deposits and a decrease of approximately $6,300,000 in interest bearing deposits.  The decline was anticipated and the withdrawal of deposits by the large customer and the lack of aggressive time deposit pricing described in the Summary section of the first half comparison are the primary reasons.
 
 
43

 
Liquidity

One of the Corporation’s goals is to provide adequate funds to meet changes in loan demand or any potential increase in the normal level of deposit withdrawals. This goal is accomplished primarily by generating cash from operating activities and maintaining sufficient short-term assets.  These sources, coupled with a stable deposit base, allow the Corporation to fund earning assets and maintain the availability of funds.  Management believes that the Corporation’s traditional sources of maturing loans and investment securities, cash  from operating activities and a strong base of core deposits are adequate to meet the Corporation’s liquidity needs for normal operations. To provide additional liquidity, the Corporation has historically utilized market based sources such as short-term financing through the purchase of federal funds, and a borrowing relationship with the Federal Home Loan Bank.  In the current economy, these sources are not as reliable as in more normal times.  The Corporation has chosen to maintain on balance sheet sources of liquidity such as deposits at the Federal Reserve, federal funds sold and liquid, short term investments at higher than historical levels to assure an adequate source of liquid funding.  This strategy has depressed the net interest margin as these short-term, highly liquid assets have lower yields than loans or longer term, less liquid assets.  Should the Corporation’s traditional sources of liquidity be constrained, forcing the Corporation to pursue avenues of funding not typically used, the Corporation’s net interest margin could be further impacted negatively. The Corporation's bank subsidiary has an Asset Liability Management Committee, which has as its primary objective the maintenance of specific funding and investment strategies to achieve short-term and long-term financial goals. The Corporation’s liquidity at June 30, 2011 is considered appropriate by management.

Capital Adequacy

Total stockholders' equity on June 30, 2011, was $36,561,248, an increase of $1,042,042 from December 31, 2010.  This increase is comprised of current period earnings of $591,826 and is supplemented by an increase in accumulated other comprehensive income net of tax of $544,003; offset by dividends and amortization of $135,153 related to the U.S. Treasury’s Community Development Capital Initiative as described more fully in Note 9 to the Consolidated Financial Statements in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2010; and the recognition of $12,446 of compensation expense related to previous years’ grants of stock options and restricted stock.

The table below sets forth various capital ratios for the Corporation and the Bank. Under current regulatory guidelines, debt associated with trust preferred securities qualifies for Tier 1 capital treatment. At June 30, 2011, trust preferred securities included in Tier 1 capital totaled $10 million.

Federal and State of Alabama Regulators have established quantitative measures to ensure capital adequacy requiring the Corporation and its Bank to maintain minimum capital levels.  The primary target capital ratio is the maintenance of the Tier I Leverage Ratio by the Bank at or above 8.50% of average assets during any quarter.  In the second quarter of 2011, the Bank reported in its “Call Report” a Tier I Leverage Ratio of 9.21% of average assets.  Management believes as of June 30, 2011 that the Corporation and its Bank meet all capital adequacy requirements to which they are subject. The payment of dividends has a direct impact on capital adequacy and is subject to approval by the Federal and State of Alabama regulators.
 
 
44


Information regarding risk-based capital and leverage ratios of the Corporation and the Bank are set forth in the table below:
 
   
June 30,
2011
   
Well Capitalized Treatment
 
United Bancorporation of Alabama, Inc.
           
Total risk-based capital
    15.28 %     N/A  
Tier 1 risk-based capital
    14.04       N/A  
Leverage Ratio
    9.17       N/A  
                 
United Bank
               
Total risk-based capital
    15.27 %     10.00 %
Tier 1 risk-based capital
    14.02       6.00  
Leverage ratio
    9.21       5.00  
 
Based on management’s projections, existing regulatory capital should be sufficient to satisfy capital requirements in the foreseeable future for existing operations.

Off Balance Sheet items

The Bank is a party to financial obligations with off-balance sheet risk in the normal course of business.  The financial obligations include commitments to extend credit and standby letters of credit issued to customers.

The following table sets forth the off-balance sheet risk of the Bank as of the end of the period.

   
June 30,
 
   
2011
 
       
Commitments to extend credit
  $ 34,866,693  
Standby letters of credit
    1,406,922   
 
 
45

 
Item 4.  Controls and Procedures

Based on evaluation of the Corporation’s disclosure controls and procedures (as such term is defined in Rules 13a-15 and 15d-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as of the end of the period covered by this quarterly report, the principal executive officer and the principal financial officer of the Corporation have concluded that as of such date the Corporation’s disclosure controls and procedures were effective to ensure that information the Corporation is required to disclose in its filings under  the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms, and to ensure that information required to be disclosed by the Corporation in the reports that it files under the Exchange Act is accumulated and communicated to the Corporation’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

There were no changes in the Corporation’s internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Corporation’s internal control over financial reporting.

 
46

 
PART II -- OTHER INFORMATION

Item  1A.   Risk Factors

Loans Held for Sale

Loans held for sale are funded loan commitments of the Bank that are accompanied by third-party agreements to purchase at a date subsequent to the original commitment between the Bank and its borrower.  Should the subsequent sale of the loan, or loans, from the Bank to the third party not occur due to either the failure of the third-party to complete the transaction or changes in macro-market conditions, the Bank could be required to lower the fair value of the loan in order to sell the loan to another entity or maintain the loan as held for investment.  The difference between the values of the original loan contract and the later value would be recognized as a reduction of bank earnings.
 
Item 6.  Exhibits

 
(a)
Exhibits.
 
 
31.1
Certification of  Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
31.2
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
32.1
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350,adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002
 
32.2
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350,  adopted pursuant to section  906 of the Sarbanes-Oxley Act of 2002
 
101.INS
Instance Document
 
101.SCH
XBRL Taxonomy Extension Schema Document
 
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document
 
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document
 
101.LAB
XBRL Taxonomy Extension Label Linkbase Document
 
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document
 
 
47

 
S I G N A T U R E S

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
UNITED BANCORPORATION OF ALABAMA, INC.
       
Date: August 12, 2011      
       
 
 
 
/s/ Robert R. Jones, III
    Robert R. Jones, III
      President and Chief Executive Officer
       
       
     
/s/ Allen O. Jones, Jr.
    Allen O. Jones, Jr.
      Senior Vice President and Chief Financial Officer
 
 
48

 
INDEX TO EXHIBITS
 
EXHIBIT NUMBER   DESCRIPTION  
       
 
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
Certification pursuant to 18 U.S.C. Section 1350, adopted pursuant to section  906 of the Sarbanes-Oxley Act of 2002
 
Certification pursuant to 18 U.S.C. Section 1350, adopted pursuant to section  906 of the Sarbanes-Oxley Act of 2002
101.INS
  Instance Document
101.SCH   XBRL Taxonomy Extension Schema Document
101.CAL   XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF   XBRL Taxonomy Extension Definition Linkbase Document
101.LAB   XBRL Taxonomy Extension Label Linkbase Document
101.PRE   XBRL Taxonomy Extension Presentation Linkbase Document