UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

x

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

For the quarterly period ended June 30, 2016

¨

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

For the transition period from              to             

 

UNITED COMMUNITY FINANCIAL CORP.

(Exact name of the registrant as specified in its charter)

 

 

OHIO

 

000-024399

 

34-1856319

(State or other jurisdiction of incorporation)

 

(Commission File No.)

 

(IRS Employer I.D. No.)

275 West Federal Street, Youngstown, Ohio 44503-1203

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (330) 742-0500

Not Applicable

(Former name or former address, if changed since last report)

 

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 reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes   x     No   ¨

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   ¨

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

 

Large accelerated filer

 

¨

  

Accelerated filer

 

x

 

 

 

 

Non-accelerated filer

 

¨

  

Smaller reporting company

 

¨

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

Yes   ¨     No   x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. 46,499,583 common shares as of July 31, 2016.

 

 

 

 

 


TABLE OF CONTENTS

 

 

PAGE

Part I. FINANCIAL INFORMATION

 

 

 

 

Item 1.

 

Financial Statements

3

 

 

 

Consolidated Statements of Financial Condition as of June 30, 2016 (Unaudited) and December 31, 2015

3

 

 

 

Consolidated Statements of Income and Comprehensive Income for the Three and Six Months Ended June 30, 2016 and 2015 (Unaudited)

4

 

 

 

Consolidated Statement of Shareholders’ Equity for the Six Months ended June 30, 2016 and 2015 (Unaudited)

6

 

 

 

Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2016 and 2015 (Unaudited)

7

 

 

 

Notes to Consolidated Financial Statements (Unaudited)

8-51

 

 

 

Item 2.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

52-61

 

 

 

Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk

62

 

 

 

Item 4.

 

Controls and Procedures

63

 

Part II.OTHER INFORMATION

64

 

 

 

Item 1.

 

Legal Proceedings

64

 

 

 

Item 1A.

 

Risk Factors

64

 

 

 

Item 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

64

 

 

 

Item 3.

 

Defaults Upon Senior Securities (None)

64

 

 

 

Item 4.

 

Mine Safety Disclosures (None)

64

 

 

 

Item 5.

 

Other Information (None)

64

 

 

 

Item 6.

 

Exhibits

65

 

Signatures

66

 

Exhibits

67

 

 

 

2


PART I—FINANCIAL INFORMATION

 

ITEM 1. Financial Statements

UNITED COMMUNITY FINANCIAL CORP.

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(Unaudited)

 

 

 

June 30,

 

 

December 31,

 

 

 

2016

 

 

2015

 

 

 

(Dollars in thousands)

 

Assets:

 

 

 

 

 

 

 

 

Cash and deposits with banks

 

$

24,176

 

 

$

20,528

 

Federal funds sold

 

 

17,011

 

 

 

15,382

 

Total cash and cash equivalents

 

 

41,187

 

 

 

35,910

 

Securities:

 

 

 

 

 

 

 

 

Available for sale, at fair value

 

 

367,202

 

 

 

357,670

 

Held to maturity, (fair value of $109,662 and $109,644, respectively)

 

 

107,505

 

 

 

110,699

 

Loans held for sale, at lower of cost or market

 

 

928

 

 

 

9,085

 

Loans held for sale, at fair value

 

 

42,919

 

 

 

26,716

 

Loans, net of allowance for loan losses of $17,172 and $17,712

 

 

1,398,106

 

 

 

1,316,192

 

Federal Home Loan Bank stock, at cost

 

 

18,068

 

 

 

18,068

 

Premises and equipment, net

 

 

20,579

 

 

 

20,678

 

Accrued interest receivable

 

 

6,434

 

 

 

5,978

 

Real estate owned and other repossessed assets, net

 

 

1,616

 

 

 

2,727

 

Goodwill and other intangible assets

 

 

1,554

 

 

 

 

Core deposit intangible

 

 

7

 

 

 

30

 

Cash surrender value of life insurance

 

 

55,096

 

 

 

54,366

 

Other assets

 

 

19,341

 

 

 

29,870

 

Total assets

 

$

2,080,542

 

 

$

1,987,989

 

Liabilities and Shareholders' Equity

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

Deposits:

 

 

 

 

 

 

 

 

Interest bearing

 

$

1,219,573

 

 

$

1,208,238

 

Non-interest bearing

 

 

236,173

 

 

 

227,505

 

Total deposits

 

 

1,455,746

 

 

 

1,435,743

 

Borrowed funds:

 

 

 

 

 

 

 

 

Federal Home Loan Bank advances

 

 

 

 

 

 

 

 

Long-term Federal Home Loan Bank advances

 

 

47,365

 

 

 

46,975

 

Short-term Federal Home Loan Bank advances

 

 

296,000

 

 

 

232,000

 

Total Federal Home Loan Bank advances

 

 

343,365

 

 

 

278,975

 

Repurchase agreements and other

 

 

523

 

 

 

535

 

Total borrowed funds

 

 

343,888

 

 

 

279,510

 

Advance payments by borrowers for taxes and insurance

 

 

19,599

 

 

 

21,174

 

Accrued interest payable

 

 

99

 

 

 

53

 

Accrued expenses and other liabilities

 

 

7,135

 

 

 

7,264

 

Total liabilities

 

 

1,826,467

 

 

 

1,743,744

 

Shareholders' Equity:

 

 

 

 

 

 

 

 

Preferred stock-no par value; 1,000,000 shares authorized and no shares issued and

   outstanding

 

 

 

 

 

 

Common stock-no par value; 499,000,000 shares authorized; 54,138,910 shares

   issued and 46,492,527 and 47,517,644 shares, respectively, outstanding

 

 

173,744

 

 

 

174,304

 

Retained earnings

 

 

145,844

 

 

 

140,819

 

Accumulated other comprehensive income (loss)

 

 

(8,640

)

 

 

(19,220

)

Treasury stock, at cost, 7,646,383 and 6,621,266 shares, respectively

 

 

(56,873

)

 

 

(51,658

)

Total shareholders’ equity

 

 

254,075

 

 

 

244,245

 

Total liabilities and shareholders’ equity

 

$

2,080,542

 

 

$

1,987,989

 

 

See Notes to Consolidated Financial Statements. 

 

 

 

3


UNITED COMMUNITY FINANCIAL CORP.

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(Unaudited)

 

 

 

For the Three Months Ended June 30,

 

 

For the Six Months Ended June 30,

 

 

 

2016

 

 

2015

 

 

2016

 

 

2015

 

 

 

(Dollars in thousands, except per share data)

 

Interest income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans

 

$

14,184

 

 

$

12,890

 

 

$

27,985

 

 

$

25,581

 

Loans held for sale

 

 

363

 

 

 

341

 

 

 

695

 

 

 

635

 

Securities available for sale, nontaxable

 

 

290

 

 

 

 

 

 

413

 

 

 

 

Securities available for sale, taxable

 

 

1,781

 

 

 

2,679

 

 

 

3,716

 

 

 

5,540

 

Securities held to maturity, nontaxable

 

 

62

 

 

 

12

 

 

 

117

 

 

 

12

 

Securities held to maturity, taxable

 

 

524

 

 

 

 

 

 

1,101

 

 

 

 

Federal Home Loan Bank stock dividends

 

 

180

 

 

 

178

 

 

 

362

 

 

 

360

 

Other interest earning assets

 

 

15

 

 

 

11

 

 

 

30

 

 

 

17

 

Total interest income

 

 

17,399

 

 

 

16,111

 

 

 

34,419

 

 

 

32,145

 

Interest expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposits

 

 

1,496

 

 

 

1,639

 

 

 

3,108

 

 

 

3,172

 

Federal Home Loan Bank advances

 

 

563

 

 

 

302

 

 

 

1,093

 

 

 

607

 

Repurchase agreements and other

 

 

6

 

 

 

319

 

 

 

11

 

 

 

635

 

Total interest expense

 

 

2,065

 

 

 

2,260

 

 

 

4,212

 

 

 

4,414

 

Net interest income

 

 

15,334

 

 

 

13,851

 

 

 

30,207

 

 

 

27,731

 

Provision for loan losses

 

 

395

 

 

 

753

 

 

 

2,550

 

 

 

569

 

Net interest income after provision for loan losses

 

 

14,939

 

 

 

13,098

 

 

 

27,657

 

 

 

27,162

 

Non-interest income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Insurance agency income

 

 

516

 

 

 

 

 

 

818

 

 

 

 

Brokerage income

 

 

396

 

 

 

248

 

 

 

696

 

 

 

540

 

Deposit related fees

 

 

1,362

 

 

 

1,341

 

 

 

2,688

 

 

 

2,406

 

Mortgage servicing fees

 

 

701

 

 

 

681

 

 

 

1,399

 

 

 

1,355

 

Mortgage servicing rights valuation

 

 

(292

)

 

 

206

 

 

 

(727

)

 

 

45

 

Mortgage servicing rights amortization

 

 

(567

)

 

 

(462

)

 

 

(1,035

)

 

 

(905

)

Other service fees

 

 

47

 

 

 

20

 

 

 

65

 

 

 

37

 

Net gains (losses):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Securities available for sale (includes $233, $0, $386 and $11,

   respectively, accumulated other comprehensive income

   reclassifications for unrealized net gains on available

   for sale securities)

 

 

233

 

 

 

 

 

 

386

 

 

 

11

 

Mortgage banking income

 

 

1,869

 

 

 

2,041

 

 

 

3,251

 

 

 

3,594

 

Real estate owned and other repossessed assets, net

 

 

(63

)

 

 

(102

)

 

 

(76

)

 

 

(192

)

Debit/credit card fees

 

 

1,120

 

 

 

925

 

 

 

2,001

 

 

 

1,741

 

Other income

 

 

458

 

 

 

377

 

 

 

972

 

 

 

761

 

Total non-interest income

 

 

5,780

 

 

 

5,275

 

 

 

10,438

 

 

 

9,393

 

Non-interest expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Salaries and employee benefits (includes $(278), $0, $(556) and $0, respectively,

   accumulated other comprehensive income reclassifications from

   prior service credit on postretirement plan).

 

 

7,186

 

 

 

6,898

 

 

 

14,274

 

 

 

14,074

 

Occupancy

 

 

855

 

 

 

768

 

 

 

1,717

 

 

 

1,686

 

Equipment and data processing

 

 

1,887

 

 

 

1,719

 

 

 

3,722

 

 

 

3,391

 

Financial institutions tax

 

 

431

 

 

 

326

 

 

 

873

 

 

 

652

 

Advertising

 

 

221

 

 

 

221

 

 

 

348

 

 

 

363

 

Amortization of core deposit intangible

 

 

10

 

 

 

13

 

 

 

23

 

 

 

27

 

FDIC insurance premiums

 

 

287

 

 

 

307

 

 

 

613

 

 

 

633

 

Other insurance premiums

 

 

73

 

 

 

85

 

 

 

162

 

 

 

169

 

Legal and consulting fees

 

 

214

 

 

 

311

 

 

 

411

 

 

 

528

 

Other professional fees

 

 

351

 

 

 

386

 

 

 

421

 

 

 

762

 

Real estate owned and other repossessed asset expenses

 

 

77

 

 

 

18

 

 

 

149

 

 

 

159

 

Other expenses

 

 

1,268

 

 

 

1,156

 

 

 

2,611

 

 

 

2,445

 

Total non-interest expenses

 

 

12,860

 

 

 

12,208

 

 

 

25,324

 

 

 

24,889

 

Income before income taxes

 

 

7,859

 

 

 

6,165

 

 

 

12,771

 

 

 

11,666

 

Income tax expense (includes $179, $0, $329 and $4 income tax expense from reclassification items)

 

 

2,529

 

 

 

2,040

 

 

 

4,121

 

 

 

3,855

 

Net income

 

$

5,330

 

 

$

4,125

 

 

$

8,650

 

 

$

7,811

 

(Continued)

4


(Continued)

UNITED COMMUNITY FINANCIAL CORP.

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(Unaudited)

 

 

 

For the Three Months Ended June 30,

 

 

For the Six Months Ended June 30,

 

 

 

 

2016

 

 

 

2015

 

 

 

2016

 

 

 

2015

 

 

 

(Dollars in thousands, except per share data)

 

Net income

 

$

5,330

 

 

$

4,125

 

 

$

8,650

 

 

$

7,811

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized gain (loss) on securities, available for sale, net of  reclassifications and tax of $2,392, $(3,196), $5,852 and $(1,102), respectively

 

 

4,442

 

 

 

(5,937

)

 

 

10,871

 

 

 

(2,047

)

Accretion of unrealized losses on securities transferred from available for sale to held to maturity, net of tax of $20, $0, $38 and $0, respectively

 

 

37

 

 

 

 

 

 

71

 

 

 

 

Accretion of unrecognized actuarial gains and amortization of prior service credit on postretirement plan, net of tax of $(97), $0, $(194) and $0, respectively recognized in net income

 

 

(181

)

 

 

 

 

 

(362

)

 

 

 

Total other comprehensive income

 

 

4,298

 

 

 

(5,937

)

 

 

10,580

 

 

 

(2,047

)

Comprehensive income

 

$

9,628

 

 

$

(1,812

)

 

$

19,230

 

 

$

5,764

 

Earnings per share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.11

 

 

$

0.08

 

 

$

0.18

 

 

$

0.16

 

Diluted

 

 

0.11

 

 

 

0.08

 

 

 

0.18

 

 

 

0.16

 

 

See Notes to Consolidated Financial Statements.

 

 

 

5


UNITED COMMUNITY FINANCIAL CORP.

CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY

(Unaudited)

 

 

 

Common

Shares

Outstanding

 

 

Common

Stock

 

 

Retained

Earnings

 

 

Accumulated Other

Comprehensive

Income   (Loss)

 

 

Treasury

Stock

 

 

Total

 

 

 

(Dollars in thousands, except per share data)

 

Balance January 1, 2016

 

 

47,517,644

 

 

$

174,304

 

 

$

140,819

 

 

$

(19,220

)

 

$

(51,658

)

 

$

244,245

 

Net income

 

 

 

 

 

 

 

 

 

 

8,650

 

 

 

 

 

 

 

 

 

 

 

8,650

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10,580

 

 

 

 

 

 

 

10,580

 

Stock option exercises

 

 

69,000

 

 

 

 

 

 

 

(397

)

 

 

 

 

 

 

527

 

 

 

130

 

Stock option expense

 

 

 

 

 

 

6

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6

 

Restricted stock grants

 

 

173,904

 

 

 

(1,031

)

 

 

(313

)

 

 

 

 

 

 

1,344

 

 

 

 

Restricted stock forfeitures

 

 

(1,014

)

 

 

3

 

 

 

7

 

 

 

 

 

 

 

(10

)

 

 

 

Restricted stock expense

 

 

 

 

 

 

462

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

462

 

Purchase of James & Sons Insurance

 

 

262,705

 

 

 

 

 

 

 

(541

)

 

 

 

 

 

 

2,049

 

 

 

1,508

 

Cash dividend payments ($0.05 per share)

 

 

 

 

 

 

 

 

 

 

(2,381

)

 

 

 

 

 

 

 

 

 

 

(2,381

)

Treasury stock purchases

 

 

(1,529,712

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(9,125

)

 

 

(9,125

)

Balance June 30, 2016

 

 

46,492,527

 

 

$

173,744

 

 

$

145,844

 

 

$

(8,640

)

 

$

(56,873

)

 

$

254,075

 

 

 

 

Common

Shares

Outstanding

 

 

Common

Stock

 

 

Retained

Earnings

 

 

Accumulated Other

Comprehensive

Income   (Loss)

 

 

Treasury

Stock

 

 

Total

 

 

 

(Dollars in thousands, except per share data)

 

Balance January 1, 2015

 

 

49,239,004

 

 

$

174,385

 

 

$

128,512

 

 

$

(19,998

)

 

$

(42,764

)

 

$

240,135

 

Net income

 

 

 

 

 

 

 

 

 

 

7,811

 

 

 

 

 

 

 

 

 

 

 

7,811

 

Other comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2,047

)

 

 

 

 

 

 

(2,047

)

Stock option exercises

 

 

13,000

 

 

 

 

 

 

 

(87

)

 

 

 

 

 

 

113

 

 

 

26

 

Stock option expense

 

 

 

 

 

 

13

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

13

 

Restricted stock grants

 

 

130,458

 

 

 

(694

)

 

 

(444

)

 

 

 

 

 

 

1,138

 

 

 

 

Restricted stock forfeitures

 

 

(8,091

)

 

 

6

 

 

 

12

 

 

 

 

 

 

 

(52

)

 

 

(34

)

Restricted stock expense

 

 

 

 

 

 

366

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

366

 

Cash dividend payments ($0.02 per share)

 

 

 

 

 

 

 

 

 

 

(984

)

 

 

 

 

 

 

 

 

 

 

(984

)

Treasury stock purchases

 

 

(1,611,217

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(8,824

)

 

 

(8,824

)

Balance June 30, 2015

 

 

47,763,154

 

 

$

174,076

 

 

$

134,820

 

 

$

(22,045

)

 

$

(50,389

)

 

$

236,462

 

 

See Notes to Consolidated Financial Statements.

 

 

 

6


UNITED COMMUNITY FINANCIAL CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

 

For the Six Months Ended June 30,

 

 

 

2016

 

 

2015

 

 

 

(Dollars in thousands)

 

Cash Flows from Operating Activities

 

 

 

Net income

 

$

8,650

 

 

$

7,811

 

Adjustments to reconcile net income to net cash provided by operating activities

 

 

 

 

 

 

 

 

Provision for loan losses

 

 

2,550

 

 

 

569

 

Mortgage banking income

 

 

(1,602

)

 

 

(3,179

)

Changes in fair value on loans held for sale

 

 

(1,649

)

 

 

(415

)

Net losses on real estate owned and other repossessed assets sold

 

 

76

 

 

 

192

 

Net gain on available for sale securities sold

 

 

(386

)

 

 

(11

)

Net (gain) loss on other assets sold

 

 

(2

)

 

 

(21

)

Amortization of premiums and accretion of discounts

 

 

4,234

 

 

 

629

 

Depreciation and amortization

 

 

1,139

 

 

 

1,041

 

Net change in interest receivable

 

 

(456

)

 

 

(5

)

Net change in interest payable

 

 

46

 

 

 

42

 

Net change in prepaid and other assets

 

 

(75

)

 

 

713

 

Net change in other liabilities

 

 

(130

)

 

 

399

 

Stock based compensation

 

 

468

 

 

 

345

 

Net principal disbursed on loans originated for sale

 

 

(125,930

)

 

 

(113,776

)

Proceeds from sale of loans held for sale

 

 

119,974

 

 

 

102,998

 

Net change in deferred tax assets

 

 

3,595

 

 

 

3,724

 

Cash surrender value of life insurance

 

 

(730

)

 

 

(672

)

Net change in interest rate caps

 

 

3

 

 

 

155

 

Net cash from operating activities

 

 

9,775

 

 

 

539

 

Cash Flows from Investing Activities

 

 

 

 

 

 

 

 

Proceeds from the principal repayments and maturities of securities available for sale

 

 

16,845

 

 

 

16,956

 

Proceeds from the principal repayments and maturities of securities held to maturity

 

 

6,126

 

 

 

 

Proceeds from the sale of securities available for sale

 

 

28,530

 

 

 

5,153

 

Proceeds from the sale of real estate owned and other repossessed assets

 

 

1,570

 

 

 

1,520

 

Proceeds from the sale of loans held for investment

 

 

1

 

 

 

 

Proceeds from the sale of premises and equipment

 

 

2

 

 

 

154

 

Purchases of premises and equipment

 

 

(1,024

)

 

 

(721

)

Principal disbursed on loans, net of repayments

 

 

(69,959

)

 

 

(73,074

)

Loans purchased

 

 

(15,693

)

 

 

(5,045

)

Purchase of securities available for sale

 

 

(38,843

)

 

 

 

Purchase of securities held to maturity

 

 

(3,200

)

 

 

(4,777

)

Purchase of bank owned life insurance

 

 

 

 

 

(7,000

)

Net cash received in acquisition

 

 

107

 

 

 

 

Net cash from investing activities

 

 

(75,538

)

 

 

(66,834

)

Cash Flows from Financing Activities

 

 

 

 

 

 

 

 

Net increase in checking, savings and money market accounts

 

 

44,415

 

 

 

70,000

 

Net (decrease) increase in certificates of deposit

 

 

(24,412

)

 

 

21,411

 

Net decrease in advance payments by borrowers for taxes and insurance

 

 

(1,575

)

 

 

(4,819

)

Net change in short-term FHLB advances

 

 

64,000

 

 

 

5,500

 

Repayments of repurchase agreements and other borrowed funds

 

 

(12

)

 

 

(12

)

Proceeds from the exercise of stock options

 

 

130

 

 

 

26

 

Dividends paid

 

 

(2,381

)

 

 

(984

)

Purchase of treasury stock

 

 

(9,125

)

 

 

(8,824

)

Net cash from financing activities

 

 

71,040

 

 

 

82,298

 

Change in cash and cash equivalents

 

 

5,277

 

 

 

16,003

 

Cash and cash equivalents, beginning of period

 

 

35,910

 

 

 

32,980

 

Cash and cash equivalents, end of period

 

$

41,187

 

 

$

48,983

 

 

See Notes to Consolidated Financial Statements

 

 

 

7


UNITED COMMUNITY FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

 

1.

BASIS OF PRESENTATION

United Community Financial Corp. (United Community or the Company) was incorporated under Ohio law in February 1998 by The Home Savings and Loan Company of Youngstown, Ohio (Home Savings) in connection with the conversion of Home Savings from an Ohio mutual savings and loan association to an Ohio capital stock savings association (the Conversion). Upon consummation of the Conversion on July 8, 1998, United Community became the unitary thrift holding company for Home Savings. Home Savings, a state-chartered savings bank, conducts business from its main office located in Youngstown, Ohio, 31 retail banking offices and loan production centers located throughout Ohio, western Pennsylvania and West Virginia.  On January 29, 2016, United Community acquired Forge Financial Services Inc. d/b/a James & Sons Insurance Company of Youngstown Ohio.  James & Sons Insurance, a subsidiary of United Community, is engaged in the business of selling insurance including auto, commercial, homeowners and life-health insurance.

The accompanying consolidated financial statements of United Community have been prepared in accordance with instructions relating to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles (U.S. GAAP) for complete financial statements. However, such information reflects all adjustments (consisting solely of normal recurring adjustments) that are, in the opinion of management, necessary for a fair statement of results for the interim periods.

The results of operations for the three and six months ended June 30, 2016, are not necessarily indicative of the results to be expected for the year ending December 31, 2016. The consolidated financial statements and notes thereto should be read in conjunction with the audited financial statements and notes contained in United Community’s Form 10-K for the year ended December 31, 2015.

The consolidated financial statements include the accounts of United Community and its subsidiaries.  All material inter-company transactions have been eliminated.  Some items in the prior year financial statements were reclassified to conform to the current presentation. These reclassifications had no effect on prior year consolidated statements of operations or shareholders’ equity.

 

 

2.

RECENT ACCOUNTING DEVELOPMENTS

In May 2014, FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) . The ASU creates a new topic, Topic 606, to provide guidance on revenue recognition for entities that enter into contracts with customers to transfer goods or services or enter into contracts for the transfer of nonfinancial assets. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Additional disclosures are required to provide quantitative and qualitative information regarding the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The new guidance is effective for annual reporting periods, and interim reporting periods within those annual periods, beginning after December 15, 2017. Early adoption is not permitted. Management is currently evaluating the impact of the adoption of this guidance on the Company’s consolidated financial statements.

In February 2015, the FASB issued ASU 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis. The ASU amends the current consolidation guidance and affects both the variable interest entity and voting interest entity consolidation models. The new guidance is effective for annual reporting periods and interim reporting periods within those annual periods, beginning after December 15, 2015. Early adoption is permitted. The adoption of this guidance as of January 1, 2016 did not have an impact on the Company’s consolidated financial statements.

In January 2016, the FASB issued ASU 2016-1 , Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. ASU 2016-1, among other things, (i) requires equity investments, with certain exceptions, to be measured at fair value with changes in fair value recognized in net income, (ii) simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment, (iii) eliminates the requirement for public business entities to disclose the methods and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet, (iv) requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes, (v) requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments, (vi) requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset on the balance sheet or the accompanying notes to the financial statements and (viii) clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale. The new

8


guidance is effective for annual reporting periods and interim reporting periods within those annual periods, beginning after December 15, 2017.  Management is currently evaluating the impact of the adoption of this guidance o n the Company’s consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02 - Leases (Topic 842) . The ASU will require all organizations that lease assets to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. Additional qualitative and quantitative disclosures will be required so that users can understand more about the nature of an entity’s leasing activities. The new guidance is effective for annual reporting periods and interim reporting periods within those annual periods, beginning after December 15, 2018. Early adoption is permitted. Management is currently evaluating the impact of the adoption of this guidance on the Company’s consolidated financial statements.

In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting, which amends ASC Topic 718, Compensation - Stock Compensation. The ASU includes provisions intended to simplify various aspects related to how share-based payments are accounted for and presented in the financial statements.  Key provisions include the elimination of “windfall pools” and removes the requirement to delay recognition of a windfall tax benefit until it reduces current taxes payable.  Additionally, the simplification permits entities to withhold an amount up to the employees’ maximum individual tax rate in the relevant jurisdiction without resulting in a liability classification of the award.  Entities are now permitted to make accounting policy elections for the impact of forfeitures on the recognition of expense for share-based payment awards.  Lastly, there are two provisions that are only available to companies that are nonpublic business entities, as defined in ASC 718: (i) a practical expedient for determining the expected term of certain share-based awards, which would be adopted prospectively, and (ii) a one-time opportunity to change its measurement basis for all liability-classified awards to intrinsic value upon adoption of the ASU.  The new guidance is effective for public business entities for annual reporting periods beginning after December 15, 2016, and interim periods within that reporting period.  For all other entities, it is effective for annual periods beginning after December 17, 2017, and interim periods within annual periods after December 15, 2018.  Early adoption is permitted in any interim or annual period, with adjustments reflected as of the beginning of the fiscal year of adoption.  Management has elected not to early-adopt this ASU and is evaluating the impact of the adoption of this guidance on the Company’s consolidated financial statements.    

 

In June 2016, FASB Issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.   This ASU adds a new Topic 326 to the Codification and removes the thresholds that companies apply to measure credit losses on financial instruments measured at amortized cost, such as loans, receivables, and held-to-maturity debt securities. Under current U.S. GAAP, companies generally recognize credit losses when it is probable that the loss has been incurred. The revised guidance will remove all recognition thresholds and will require companies to recognize an allowance for credit losses for the difference between the amortized cost basis of a financial instrument and the amount of amortized cost that the company expects to collect over the instrument’s contractual life. ASU 2016-13 also amends the credit loss measurement guidance for available-for-sale debt securities and beneficial interests in securitized financial assets. The guidance in ASU 2016-13 is effective for “public business entities,” as defined, that are SEC filers for fiscal years and for interim periods with those fiscal years beginning after December 15, 2019. For all other public business entities, the guidance is effective for fiscal years and for interim periods with those fiscal years beginning after December 15, 2020. All other entities, including not-for-profit entities and employee benefit plans within the scope of ASC 960 through 965 on plan accounting, will be required to adopt the guidance in ASU 2016-13 for fiscal years beginning after December 15, 2020 and for interim periods within fiscal years beginning after December 15, 2021. Early adoption of the guidance is permitted for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Management is currently evaluating the impact of the adoption of this guidance on the Company’s consolidated financial statements.

 

 

 

3.

STOCK COMPENSATION

Stock Options:

On April 30, 2015, shareholders approved the United Community Financial Corp. 2015 Long Term Incentive Compensation Plan (the 2015 Plan). The purpose of the 2015 Plan is to provide a means through which United Community may attract and retain employees and non-employee directors, to provide incentives that align their interest with those of United Community’s shareholders and promote the success of United Community’s business.  All employees and non-employee directors are eligible to participate in the 2015 Plan.  The 2015 Plan provides for the issuance of up to 1,200,000 shares that are to be used for awards of stock options, stock awards, stock units, stock appreciation rights, annual bonus awards and long-term incentive awards.

On April 26, 2007, shareholders approved the United Community Financial Corp. 2007 Long-Term Incentive Plan (as amended, the 2007 Plan). The purpose of the 2007 Plan was to promote and advance the interests of United Community and its shareholders by enabling United Community to attract, retain and reward directors, directors emeritus, managerial and other key employees of United Community, including Home Savings, by facilitating their purchase of an ownership interest in United Community. The 2007 Plan was terminated on April 30, 2015 upon the adoption of the 2015 Plan, although the 2007 Plan survives so long as awards issued under

9


the 2007 Plan remain outstanding and exercisable.  The 2007 Plan pr ovided for the issuance of up to 2,000,000 shares that were to be used for awards of restricted stock, stock options, performance awards, stock appreciation rights (SARs), or other forms of stock-based incentive awards.

On July 12, 1999, shareholders approved the United Community Financial Corp. 1999 Long-Term Incentive Plan (as amended, the 1999 Plan). The purpose of the 1999 Plan was the same as the 2007 Plan. The 1999 Plan terminated on May 20, 2009, although the 1999 Plan survives so long as options issued under the 1999 Plan remain outstanding and exercisable. The 1999 Plan provided for the grant of either incentive or nonqualified stock options. Options were awarded at exercise prices that were not less than the fair market value of the share at the grant date. The maximum number of common shares that could be issued under the 1999 Plan was 3,569,766. Because the 1999 Plan terminated, no additional options may be issued under it.

There were no stock options granted in the three and six months ended June 30, 2016 and there were 2,167 and 4,359 stock options granted in the three and six months ended June 30, 2015, respectively. The options must be exercised within 10 years from the date of grant.  Expenses related to stock option grants are included with salaries and employee benefits. The Company recognized $3,000 and $6,000 in stock option expense for the three and six months ended June 30, 2016, respectively.  The Company recognized $6,000 and $13,000 in stock option expense for the three and six months ended June 30, 2015, respectively. The Company expects to recognize additional expense of $3,000 for the remainder of 2016, and $1,000 in 2017.

A summary of activity in the plans is as follows:

 

 

For the six months ended

 

 

June 30, 2016

 

 

 

 

 

 

Weighted

 

 

Aggregate

 

 

 

 

 

 

average

 

 

intrinsic value

 

 

Shares

 

 

exercise price

 

 

(in thousands)

 

Outstanding at beginning of year

 

572,323

 

 

$

2.56

 

 

 

 

 

Granted

 

 

 

 

 

 

 

 

 

Exercised

 

(69,000

)

 

 

1.88

 

 

 

 

 

Forfeited and expired

 

(1,200

)

 

 

2.10

 

 

 

 

 

Outstanding at end of period

 

502,123

 

 

 

2.66

 

 

$

1,715

 

Options exercisable at end of period

 

492,004

 

 

 

2.61

 

 

$

1,708

 

 

Information related to the stock option plans for the six months ended June 30, 2016 and 2015 follows:

 

 

June 30, 2016

 

 

June 30, 2015

 

Intrinsic value of options exercised

$

283,310

 

 

$

43,641

 

Cash received from option exercises

 

129,940

 

 

 

25,700

 

Tax benefit realized from option exercises

 

 

 

 

 

Weighted average fair value of options granted, per share

$

 

 

$

1.72

 

 

As of June 30, 2016, the cost of nonvested stock options is expected to be recognized over a weighted-average period of 1.0 years.

The Company did not grant options during the three and six months ended June 30, 2016.  The fair value of options granted during the three and six months ended June 30, 2015 was determined using the following weighted-average assumptions as of the grant date:

 

 

Three months ended

 

 

Six months ended

 

 

June 30, 2015

 

 

June 30, 2015

 

Risk-free interest rate

 

1.35

%

 

 

1.42

%

Expected term (years)

 

5

 

 

 

5

 

Expected stock volatility

 

36.17

%

 

 

36.42

%

Dividend yield

 

0.72

%

 

 

0.74

%

 

Outstanding stock options at June 30, 2016 have a weighted average remaining life of 3.61 years and may be exercised in the range of $1.20 to $5.89.

10


Restricted Stock Awards:

The 2007 Plan permitted and the 2015 plan permits the issuance of restricted stock awards to employees and nonemployee directors. Nonvested shares at June 30, 2016 aggregated 338,077, of which 20,004 will vest during the remainder of 2016, 127,316 will vest in 2017, 97,224 will vest in 2018 and 93,533 will vest in 2019. Expenses related to restricted stock awards are charged to salaries and employee benefits and are recognized over the vesting period of the awards based on the fair value of the shares at the grant date. The Company recognized approximately $247,000 and $462,000 in restricted stock award expenses for the three and six months ended June 30, 2016, respectively. The Company recognized approximately $176,000 and $366,000 in restricted stock award expense for the three and six months ended June 30, 2015, respectively.  The Company expects to recognize additional expenses of approximately $463,000 in 2016, $574,000 in 2017, $393,000 in 2018 and $107,000 in 2019.  The total average per share fair value of shares vested during the six months ended June 30, 2016 was $5.80.

A summary of changes in the Company’s nonvested restricted shares for the six months ended June 30, 2016 is as follows:

 

 

For the six months ended

 

 

June 30, 2016

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

average

 

 

 

 

 

 

grant date

 

 

Shares

 

 

fair value

 

Nonvested at beginning of year

 

260,490

 

 

$

4.68

 

Granted

 

173,904

 

 

$

5.93

 

Vested

 

(95,303

)

 

$

4.50

 

Forfeited

 

(1,014

)

 

$

3.59

 

Nonvested shares at end of period

 

338,077

 

 

$

5.37

 

 

Executive Incentive Plan

The Executive Incentive Plan (EIP) provides incentive compensation awards to certain officers of the Company. Executive incentive awards are generally based upon the actual performance of the Company and individual participant performance for the twelve months ending December 31, compared to the actual performance of a peer group during the same twelve month period. The target incentive awards for each year are measured as a percentage of the base salary of participating officers.  Once the awards under the EIP are calculated, they are paid 80% in cash and 20% in restricted stock. The restricted stock vests equally over three years, beginning on the first anniversary of the date the restricted stock is issued.  The Company incurred $93,000 and $170,000 in expense for the restricted stock portion of the EIP for the three and six months ended June 30, 2016, respectively and $293,000 and $618,000 for the cash portion of the EIP for the three and six months ended June 30, 2016, respectively.  The Company incurred $62,000 and $131,000 in expense for the restricted stock portion of the EIP for the three and six months ended June 30, 2015 and $319,000 and $487,000 for the cash portion of the EIP for the three and six months ended June 30, 2015, respectively.  Restricted stock expenses for the EIP are included in the total restricted stock expenses discussed above.  

Long-term Incentive Plan

The Long-term Incentive Plan (LTIP) provides a long-term incentive compensation opportunity to certain executive officers, whose participation and target award opportunities will be approved by the Compensation Committee of the Board of Directors. Each participant in the LTIP will be granted a target number of Performance Share Units (PSUs).  Target PSUs will be determined as a percentage of base salary and translated into share units based on the Company’s average stock price at the appropriate measurement date.  The performance period for the annual grant for a given year will be from January 1, year 1 through December 31, year 3.   The Company incurred $97,000 and $193,000 for the LTIP for the three and six months ended June 30, 2016.  The Company incurred $23,000 and $71,000 in expense for the LTIP for the three and six months ended June 30, 2015.

 

 

11


 

4.

SECURITIES

Components of the available for sale portfolio are as follows:

 

 

 

June 30, 2016

 

 

 

 

 

 

 

Gross

 

 

Gross

 

 

 

 

 

 

 

Amortized

 

 

unrealized

 

 

unrealized

 

 

Fair

 

 

 

cost

 

 

gains

 

 

losses

 

 

value

 

 

 

(Dollars in thousands)

 

Available for Sale

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury and government sponsored entities' securities

 

$

193,513

 

 

$

8,263

 

 

$

 

 

$

201,776

 

States of the U.S. and political subdivisions

 

 

49,534

 

 

 

2,473

 

 

 

 

 

 

52,007

 

Mortgage-backed GSE securities: residential

 

 

111,265

 

 

 

2,154

 

 

 

 

 

 

113,419

 

Total

 

$

354,312

 

 

$

12,890

 

 

$

 

 

$

367,202

 

 

 

 

December 31, 2015

 

 

 

 

 

 

 

Gross

 

 

Gross

 

 

 

 

 

 

 

Amortized

 

 

unrealized

 

 

unrealized

 

 

Fair

 

 

 

cost

 

 

gains

 

 

losses

 

 

value

 

 

 

(Dollars in thousands)

 

Available for Sale

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury and government sponsored entities' securities

 

$

221,500

 

 

$

159

 

 

$

(3,009

)

 

$

218,650

 

States of the U.S. and political subdivisions

 

 

10,848

 

 

 

192

 

 

 

 

 

 

11,040

 

Mortgage-backed GSE securities: residential

 

 

129,155

 

 

 

55

 

 

 

(1,230

)

 

 

127,980

 

Total

 

$

361,503

 

 

$

406

 

 

$

(4,239

)

 

$

357,670

 

 

Components of held to maturity securities portfolio are as follows:

 

 

 

June 30, 2016

 

 

 

 

 

 

 

Gross

 

 

Gross

 

 

 

 

 

 

 

Amortized

 

 

unrecognized

 

 

unrecognized

 

 

Fair

 

 

 

cost

 

 

gains

 

 

losses

 

 

value

 

 

 

(Dollars in thousands)

 

Held to maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mortgage-backed GSE securities: residential

 

$

93,939

 

 

$

1,711

 

 

$

 

 

$

95,650

 

States of the U.S. and political subdivisions

 

 

13,566

 

 

 

446

 

 

 

 

 

 

14,012

 

Total

 

$

107,505

 

 

$

2,157

 

 

$

 

 

$

109,662

 

 

 

 

December 31, 2015

 

 

 

 

 

 

 

Gross

 

 

Gross

 

 

 

 

 

 

 

Amortized

 

 

unrecognized

 

 

unrecognized

 

 

Fair

 

 

 

cost

 

 

gains

 

 

losses

 

 

value

 

 

 

(Dollars in thousands)

 

Held to maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mortgage-backed GSE securities: residential

 

$

100,322

 

 

$

 

 

$

(1,203

)

 

$

99,119

 

States of the U.S. and political subdivisions

 

 

10,377

 

 

 

148

 

 

 

 

 

 

10,525

 

Total

 

$

110,699

 

 

$

148

 

 

$

(1,203

)

 

$

109,644

 

 

Debt securities available for sale by contractual maturity, repricing or expected call date are shown below:

 

 

 

June 30, 2016

 

 

 

Amortized cost

 

 

Fair value

 

 

 

(Dollars in thousands)

 

Due in one year or less

 

$

 

 

$

 

Due after one year through five years

 

 

 

 

 

 

Due after five years through ten years

 

 

178,766

 

 

 

186,112

 

Due after ten years

 

 

64,281

 

 

 

67,671

 

Mortgage-backed GSE securities: residential

 

 

111,265

 

 

 

113,419

 

Total

 

$

354,312

 

 

$

367,202

 

12


Debt securities held to maturity by contractual maturity, repricing or expected call date are shown below:

 

 

 

June 30, 2016

 

 

 

Amortized cost

 

 

Fair value

 

 

 

(Dollars in thousands)

 

Due in one year or less

 

$

4,300

 

 

$

4,326

 

Due after one year through five years

 

 

 

 

 

 

Due after five years through ten years

 

 

4,272

 

 

 

4,466

 

Due after ten years

 

 

4,994

 

 

 

5,220

 

Mortgage-backed GSE securities: residential

 

 

93,939

 

 

 

95,650

 

Total

 

$

107,505

 

 

$

109,662

 

 

 

Securities pledged for public funds were approximately $155.5 million at June 30, 2016 and $107.1 million at December 31, 2015.  

There were no securities available for sale that have been in an unrealized loss position for less than twelve months or twelve months or more at June 30, 2016.   Securities available for sale that have been in an unrealized loss position for less than twelve months or twelve months or more at December 31, 2015 are as follows:

 

 

 

December 31, 2015

 

 

 

Less than 12 months

 

 

12 months or more

 

 

Total

 

 

 

Fair

 

 

Unrealized loss

 

 

Fair

 

 

Unrealized

 

 

Fair

 

 

Unrealized

 

 

 

value

 

 

Loss

 

 

value

 

 

Loss

 

 

value

 

 

Loss

 

 

 

(Dollars in thousands)

 

Description of securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury and government sponsored entities

 

$

139,876

 

 

$

(1,654

)

 

$

55,055

 

 

$

(1,355

)

 

$

194,931

 

 

$

(3,009

)

Mortgage-backed GSE securities: residential

 

 

100,585

 

 

 

(842

)

 

 

14,278

 

 

 

(388

)

 

 

114,863

 

 

 

(1,230

)

Total temporarily impaired securities

 

$

240,461

 

 

$

(2,496

)

 

$

69,333

 

 

$

(1,743

)

 

$

309,794

 

 

$

(4,239

)

Securities held to maturity that have been in an unrecognized loss position for less than twelve months or twelve months or more are as follows:  

 

 

 

June 30, 2016

 

 

 

Less than 12 months

 

 

12 months or more

 

 

Total

 

 

 

Fair

 

 

Unrealized loss

 

 

Fair

 

 

Unrealized

 

 

Fair

 

 

Unrealized

 

 

 

value

 

 

Loss

 

 

value

 

 

Loss

 

 

value

 

 

Loss

 

 

 

(Dollars in thousands)

 

Description of securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mortgage-backed GSE securities: residential

 

$

 

 

$

 

 

$

33,568

 

 

$

(255

)

 

$

33,568

 

 

$

(255

)

States of the U.S. and political subdivisions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total temporarily impaired securities

 

$

 

 

$

 

 

$

33,568

 

 

$

(255

)

 

$

33,568

 

 

$

(255

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2015

 

 

 

Less than 12 months

 

 

12 months or more

 

 

Total

 

 

 

Fair

 

 

Unrealized loss

 

 

Fair

 

 

Unrealized

 

 

Fair

 

 

Unrealized

 

 

 

value

 

 

Loss

 

 

value

 

 

Loss

 

 

value

 

 

Loss

 

 

 

(Dollars in thousands)

 

Description of securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mortgage-backed GSE securities: residential

 

$

22,723

 

 

$

(289

)

 

$

76,396

 

 

$

(2,390

)

 

$

99,119

 

 

$

(2,679

)

States of the U.S. and political subdivisions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total temporarily impaired securities

 

$

22,723

 

 

$

(289

)

 

$

76,396

 

 

$

(2,390

)

 

$

99,119

 

 

$

(2,679

)

During the third quarter of 2015, Home Savings transferred securities with a total amortized cost of $105.3 million with a corresponding fair value of $103.8 million from available for sale to held to maturity.  The net unrealized loss, net of taxes, on these securities at the date of transfer was $999,000.  The fair value at the date of transfer becomes the securities’ new cost basis.  The unrealized holding loss at the time of transfer continues to be reported in accumulated other comprehensive income, net of tax and is amortized over the remaining lives of the securities as an adjustment of the yield.  The amortization of the unamortized holding loss reported in accumulated other comprehensive income will directly offset the effect on interest income from the accretion of the reduced amortized cost for the transferred securities.  Because of this transfer, the total losses less than 12 months and greater than 12 months reported in the table above will not agree to the unrealized losses reported in the inventory of held to maturity securities.  The

13


inventory table reports unrealized gains and losses based upon the transferred securities adjusted cost basis and current fair value.  The reporting of losses less than 12 months and greater than 12 months represents that actual period of time that these securities have been in an unrealized loss position and the securities amortized cost basis as if the transfer did not occur.  

There were no U.S. Treasury and government sponsored entities (GSE) securities that were temporarily impaired at June 30, 2016.  All of the U.S. Treasury and government sponsored entities (GSE) securities that were temporarily impaired at December 31, 2015, were impaired due to the level of interest rates at that time of purchase compared to current interest rates. Unrealized losses on these securities have not been recognized into income as of December 31, 2015 because the issuer’s securities are of high credit quality (rated AA or higher), it is likely that management will not be required to sell the securities prior to their anticipated recovery, and the decline in fair value is largely due to changes in interest rates and other market conditions. There is risk that longer term rates could rise further resulting in greater unrealized losses.  The Company expects to realize all interest and principal on these securities and has no intent to sell and more than likely will not be required to sell these securities before their anticipated recovery.

All of the mortgage-backed securities that were temporarily impaired at June 30, 2016 and December 31, 2015, were issued by U.S. government sponsored agencies, primarily Fannie Mae and Freddie Mac, institutions which the government has affirmed its commitment to support. Because the decline in fair value is attributable to changes in interest rates and illiquidity, and not credit quality, and because the Company does not have the intent to sell these mortgage-backed securities and it is likely that it will not be required to sell the securities before their anticipated recovery, the Company did not consider these securities to be other-than-temporarily impaired at June 30, 2016 or December 31, 2015. The Company expects to realize all interest and principal on these securities.

Proceeds from the sale of available for sale securities were $10.4 million and $0, for the three months ended June 30, 2016 and 2015, respectively.  Gross gains of $233,000 and $0 were realized on these sales during the three months ended June 30, 2016 and 2015, respectively.  Income tax expense related to net realized gains was $81,000 and $0 for the three months ended June 30, 2016 and 2015, respectively.

 

Proceeds from the sale of available for sale securities were $28.5 million and $5.2 million for the six months ended June 30, 2016 and 2015, respectively.  Gross gains of $386,000 and $11,000 were realized on these sales during the six months ended June 30, 2016 and 2015, respectively. Income tax expense related to net realized gains was $135,000 and $4,000 for the six months ended June 30, 2016 and 2015, respectively.

 

 

14


 

5.

LOANS

Portfolio loans consist of the following:

 

 

 

June 30,

 

 

December 31,

 

 

 

2016

 

 

2015

 

 

 

(Dollars in thousands)

 

Commercial loans

 

 

 

 

 

 

 

 

Multifamily

 

$

81,022

 

 

$

80,170

 

Nonresidential

 

 

196,110

 

 

 

175,456

 

Land

 

 

9,748

 

 

 

9,301

 

Construction

 

 

61,744

 

 

 

38,812

 

Secured

 

 

84,390

 

 

 

63,182

 

Unsecured

 

 

4,414

 

 

 

2,831

 

Total commercial loans

 

 

437,428

 

 

 

369,752

 

Residential mortgage loans

 

 

 

 

 

 

 

 

One-to four-family

 

 

747,530

 

 

 

733,685

 

Construction

 

 

35,275

 

 

 

40,898

 

Total residential mortgage loans

 

 

782,805

 

 

 

774,583

 

Consumer loans

 

 

 

 

 

 

 

 

Home equity

 

 

160,206

 

 

 

161,338

 

Auto

 

 

19,580

 

 

 

11,348

 

Marine

 

 

2,208

 

 

 

2,699

 

Recreational vehicle

 

 

8,691

 

 

 

10,656

 

Other

 

 

2,587

 

 

 

2,217

 

Total consumer loans

 

 

193,272

 

 

 

188,258

 

Total loans

 

 

1,413,505

 

 

 

1,332,593

 

Less:

 

 

 

 

 

 

 

 

Allowance for loan losses

 

 

17,172

 

 

 

17,712

 

Deferred loan costs, net

 

 

(1,773

)

 

 

(1,311

)

Total

 

 

15,399

 

 

 

16,401

 

Loans, net

 

$

1,398,106

 

 

$

1,316,192

 

 

15


The following tables present the balance in the allowance for loan losses and the recorded investment in loans by portfolio segment and are based on impairment method as of June 30, 2016 and December 31, 2015 and activity for the three and six months ended June 30, 2016 and 2015 .

Allowance For Loan Losses

 

 

 

Commercial

Loans

 

 

Residential

Loans

 

 

Consumer

Loans

 

 

Total

 

 

 

(Dollars in thousands)

 

For the three months ended June 30, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning balance

 

$

8,521

 

 

$

5,736

 

 

$

2,646

 

 

$

16,903

 

Provision (recovery)

 

 

489

 

 

 

(33

)

 

 

(61

)

 

 

395

 

Charge-offs

 

 

(147

)

 

 

(84

)

 

 

(276

)

 

 

(507

)

Recoveries

 

 

95

 

 

 

25

 

 

 

261

 

 

 

381

 

Ending balance

 

$

8,958

 

 

$

5,644

 

 

$

2,570

 

 

$

17,172

 

For the six months ended June 30, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning balance

 

$

8,077

 

 

$

6,630

 

 

$

3,005

 

 

$

17,712

 

Provision (recovery)

 

 

3,213

 

 

 

(627

)

 

 

(36

)

 

 

2,550

 

Charge-offs

 

 

(2,493

)

 

 

(446

)

 

 

(755

)

 

 

(3,694

)

Recoveries

 

 

161

 

 

 

87

 

 

 

356

 

 

 

604

 

Ending balance

 

$

8,958

 

 

$

5,644

 

 

$

2,570

 

 

$

17,172

 

June 30, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Period-end amount allocated to:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans individually evaluated for impairment

 

$

1,015

 

 

$

1,333

 

 

$

536

 

 

$

2,884

 

Loans collectively evaluated for impairment

 

 

7,943

 

 

 

4,311

 

 

 

2,034

 

 

 

14,288

 

Ending balance

 

$

8,958

 

 

$

5,644

 

 

$

2,570

 

 

$

17,172

 

Period-end balances:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans individually evaluated for impairment

 

$

13,914

 

 

$

18,555

 

 

$

9,155

 

 

$

41,624

 

Loans collectively evaluated for impairment

 

 

423,514

 

 

 

764,250

 

 

 

184,117

 

 

 

1,371,881

 

Ending balance

 

$

437,428

 

 

$

782,805

 

 

$

193,272

 

 

$

1,413,505

 

 

Allowance For Loan Losses

 

 

 

Commercial

Loans

 

 

Residential

Loans

 

 

Consumer

Loans

 

 

Total

 

For the three months ended June 30, 2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning balance

 

$

5,945

 

 

$

7,666

 

 

$

3,610

 

 

$

17,221

 

Provision (recovery)

 

 

1,015

 

 

 

(278

)

 

 

16

 

 

 

753

 

Charge-offs

 

 

(779

)

 

 

(328

)

 

 

(357

)

 

 

(1,464

)

Recoveries

 

 

208

 

 

 

22

 

 

 

141

 

 

 

371

 

Ending balance

 

$

6,389

 

 

$

7,082

 

 

$

3,410

 

 

$

16,881

 

For the six months ended June 30, 2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning balance

 

$

5,690

 

 

$

8,517

 

 

$

3,480

 

 

$

17,687

 

Provision (recovery)

 

 

1,173

 

 

 

(1,149

)

 

 

545

 

 

 

569

 

Charge-offs

 

 

(794

)

 

 

(494

)

 

 

(888

)

 

 

(2,176

)

Recoveries

 

 

320

 

 

 

208

 

 

 

273

 

 

 

801

 

Ending balance

 

$

6,389

 

 

$

7,082

 

 

$

3,410

 

 

$

16,881

 

December 31, 2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Period-end amount allocated to:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans individually evaluated for impairment

 

$

568

 

 

$

1,541

 

 

$

707

 

 

$

2,816

 

Loans collectively evaluated for impairment

 

 

7,509

 

 

 

5,089

 

 

 

2,298

 

 

 

14,896

 

Ending balance

 

$

8,077

 

 

$

6,630

 

 

$

3,005

 

 

$

17,712

 

Period-end balances:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans individually evaluated for impairment

 

$

9,698

 

 

$

19,348

 

 

$

10,613

 

 

$

39,659

 

Loans collectively evaluated for impairment

 

 

360,054

 

 

 

755,235

 

 

 

177,645

 

 

 

1,292,934

 

Ending balance

 

$

369,752

 

 

$

774,583

 

 

$

188,258

 

 

$

1,332,593

 

16


The allowance for loan losses is a valuation allowance for probable incurred credit losses. Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance. Management estimates the allowance balance required based on an analysis using past loan loss experience, the nature and volume of the portfo lio, information about specific borrower situations, estimated collateral values, general economic conditions in the market area and other factors. Allocations of the allowance may be made for specific loans, but the entire allowance is available for any l oan that, in management’s judgment, should be charged-off.

Other loans not reviewed specifically by management are evaluated as a homogenous group of loans (generally single-family residential mortgage loans and all consumer credits except marine loans) using a loss factor applied to the outstanding loan balance to determine the level of reserve required. This loss factor consists of two components, a quantitative and a qualitative component. The quantitative component is based on a historical analysis of all charged-off loans, net of recoveries. In determining the qualitative factors, consideration is given to such attributes as lending policies, economic conditions, nature and volume of the portfolio, management, loan quality trend, loan review, collateral value, concentrations, economic cycles and other external factors.  As of June 30, 2016, the Company evaluated 16 quarters of net charge-off history and applied this information to the current period.  This component is combined with the qualitative component to arrive at the loss factor, which is applied to the outstanding balance of homogenous loans.

 

17


The following table presents loans individually evaluated for impairment by class of loans as of and for six months ended June 30, 2016 :

Impaired Loans

(Dollars in thousands)

 

 

 

Unpaid

Principal

Balance

 

 

Recorded

Investment

 

 

Allowance

for Loan

Losses

Allocated

 

 

Average

Recorded

Investment

 

 

Interest

Income

Recognized

 

 

Cash Basis

Income

Recognized

 

With no specific allowance recorded

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Multifamily

 

$

95

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

Nonresidential

 

 

1,382

 

 

 

326

 

 

 

 

 

 

281

 

 

 

3

 

 

 

3

 

Land

 

 

3,922

 

 

 

384

 

 

 

 

 

 

384

 

 

 

 

 

 

 

Construction

 

 

3,594

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Secured

 

 

3,745

 

 

 

3,700

 

 

 

 

 

 

3,700

 

 

 

 

 

 

 

Unsecured

 

 

1,118

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total commercial loans

 

 

13,856

 

 

 

4,410

 

 

 

 

 

 

4,365

 

 

 

3

 

 

 

3

 

Residential mortgage loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

One-to four-family

 

 

8,102

 

 

 

6,522

 

 

 

 

 

 

6,156

 

 

 

52

 

 

 

42

 

Construction

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total residential mortgage loans

 

 

8,102

 

 

 

6,522

 

 

 

 

 

 

6,156

 

 

 

52

 

 

 

42

 

Consumer loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Home equity

 

 

1,858

 

 

 

1,339

 

 

 

 

 

 

1,463

 

 

 

4

 

 

 

4

 

Auto

 

 

16

 

 

 

9

 

 

 

 

 

 

11

 

 

 

 

 

 

 

Marine

 

 

544

 

 

 

302

 

 

 

 

 

 

292

 

 

 

 

 

 

 

Recreational vehicle

 

 

518

 

 

 

273

 

 

 

 

 

 

213

 

 

 

2

 

 

 

2

 

Other

 

 

4

 

 

 

4

 

 

 

 

 

 

3

 

 

 

 

 

 

 

Total consumer loans

 

 

2,940

 

 

 

1,927

 

 

 

 

 

 

1,982

 

 

 

6

 

 

 

6

 

Total

 

$

24,898

 

 

$

12,859

 

 

$

 

 

$

12,503

 

 

$

61

 

 

$

51

 

With a specific allowance recorded

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Multifamily

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

Nonresidential

 

 

10,854

 

 

 

8,571

 

 

 

922

 

 

 

7,493

 

 

 

124

 

 

 

122

 

Land

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Secured

 

 

1,027

 

 

 

933

 

 

 

93

 

 

 

739

 

 

 

 

 

 

 

Unsecured

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total commercial loans

 

 

11,881

 

 

 

9,504

 

 

 

1,015

 

 

 

8,232

 

 

 

124

 

 

 

122

 

Residential mortgage loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

One-to four-family

 

 

12,033

 

 

 

12,033

 

 

 

1,333

 

 

 

12,742

 

 

 

297

 

 

 

251

 

Construction

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total residential mortgage loans

 

 

12,033

 

 

 

12,033

 

 

 

1,333

 

 

 

12,742

 

 

 

297

 

 

 

251

 

Consumer loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Home equity

 

 

6,279

 

 

 

6,279

 

 

 

447

 

 

 

6,791

 

 

 

188

 

 

 

167

 

Auto

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Marine

 

 

156

 

 

 

156

 

 

 

4

 

 

 

159

 

 

 

4

 

 

 

4

 

Recreational vehicle

 

 

793

 

 

 

793

 

 

 

85

 

 

 

868

 

 

 

15

 

 

 

14

 

Other

 

 

 

 

 

 

 

 

 

 

 

3

 

 

 

 

 

 

 

Total consumer loans

 

 

7,228

 

 

 

7,228

 

 

 

536

 

 

 

7,821

 

 

 

207

 

 

 

185

 

Total

 

 

31,142

 

 

 

28,765

 

 

 

2,884

 

 

 

28,795

 

 

 

628

 

 

 

558

 

Total impaired loans

 

$

56,040

 

 

$

41,624

 

 

$

2,884

 

 

$

41,298

 

 

$

689

 

 

$

609

 

 

18


The following tables present loans individually evaluated for impairment by class of loans as of and for six months ended June 30, 2015 :

Impaired Loans

(Dollars in thousands)

 

 

 

Unpaid

Principal

Balance

 

 

Recorded

Investment

 

 

Allowance

for Loan

Losses

Allocated

 

 

Average

Recorded

Investment

 

 

Interest

Income

Recognized

 

 

Cash Basis

Income

Recognized

 

With no specific allowance recorded

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Multifamily

 

$

109

 

 

$

 

 

$

 

 

$

64

 

 

$

3

 

 

$

3

 

Nonresidential

 

 

4,175

 

 

 

2,431

 

 

 

 

 

 

3,567

 

 

 

3

 

 

 

3

 

Land

 

 

3,922

 

 

 

496

 

 

 

 

 

 

523

 

 

 

 

 

 

 

Construction

 

 

1,126

 

 

 

88

 

 

 

 

 

 

276

 

 

 

 

 

 

 

Secured

 

 

3,892

 

 

 

3,700

 

 

 

 

 

 

3,702

 

 

 

 

 

 

 

Unsecured

 

 

1,357

 

 

 

 

 

 

 

 

 

 

 

 

1

 

 

 

 

Total commercial loans

 

 

14,581

 

 

 

6,715

 

 

 

 

 

 

8,132

 

 

 

7

 

 

 

6

 

Residential mortgage loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

One-to four-family

 

 

5,925

 

 

 

4,411

 

 

 

 

 

 

4,939

 

 

 

30

 

 

 

27

 

Construction

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total residential mortgage loans

 

 

5,925

 

 

 

4,411

 

 

 

 

 

 

4,939

 

 

 

30

 

 

 

27

 

Consumer loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Home equity

 

 

1,940

 

 

 

1,388

 

 

 

 

 

 

1,586

 

 

 

9

 

 

 

9

 

Auto

 

 

30

 

 

 

22

 

 

 

 

 

 

47

 

 

 

 

 

 

 

Marine

 

 

510

 

 

 

284

 

 

 

 

 

 

221

 

 

 

2

 

 

 

2

 

Recreational vehicle

 

 

95

 

 

 

66

 

 

 

 

 

 

117

 

 

 

1

 

 

 

1

 

Other

 

 

 

 

 

 

 

 

 

 

 

1

 

 

 

 

 

 

 

Total consumer loans

 

 

2,575

 

 

 

1,760

 

 

 

 

 

 

1,972

 

 

 

12

 

 

 

12

 

Total

 

$

23,081

 

 

$

12,886

 

 

$

 

 

$

15,043

 

 

$

49

 

 

$

45

 

With a specific allowance recorded

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Multifamily

 

$

153

 

 

$

85

 

 

$

17

 

 

$

31

 

 

$

 

 

$

 

Nonresidential

 

 

6,321

 

 

 

6,141

 

 

 

611

 

 

 

4,833

 

 

 

76

 

 

 

72

 

Land

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction

 

 

2,815

 

 

 

327

 

 

 

42

 

 

 

967

 

 

 

 

 

 

 

Secured

 

 

324

 

 

 

324

 

 

 

3

 

 

 

324

 

 

 

 

 

 

 

Unsecured

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total commercial loans

 

 

9,613

 

 

 

6,877

 

 

 

673

 

 

 

6,155

 

 

 

76

 

 

 

72

 

Residential mortgage loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

One-to four-family

 

 

14,828

 

 

 

14,828

 

 

 

1,651

 

 

 

14,524

 

 

 

331

 

 

 

280

 

Construction

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total residential mortgage loans

 

 

14,828

 

 

 

14,828

 

 

 

1,651

 

 

 

14,524

 

 

 

331

 

 

 

280

 

Consumer loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Home equity

 

 

8,554

 

 

 

8,554

 

 

 

646

 

 

 

9,260

 

 

 

234

 

 

 

211

 

Auto

 

 

4

 

 

 

4

 

 

 

 

 

 

6

 

 

 

 

 

 

 

Marine

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Recreational vehicle

 

 

705

 

 

 

705

 

 

 

115

 

 

 

723

 

 

 

11

 

 

 

10

 

Other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total consumer loans

 

 

9,263

 

 

 

9,263

 

 

 

761

 

 

 

9,989

 

 

 

245

 

 

 

221

 

Total

 

 

33,704

 

 

 

30,968

 

 

 

3,085

 

 

 

30,668

 

 

 

652

 

 

 

573

 

Total impaired loans

 

$

56,785

 

 

$

43,854

 

 

$

3,085

 

 

$

45,711

 

 

$

701

 

 

$

618

 

 

19


The following table present loans individually evaluated for impairment by class of loans as of December 31, 2015:

Impaired Loans

(Dollars in thousands)

 

 

 

Unpaid

Principal

Balance

 

 

Recorded

Investment

 

 

Allowance

for Loan

Losses

Allocated

 

With no specific allowance recorded

 

 

 

 

 

 

 

 

 

 

 

 

Commercial loans

 

 

 

 

 

 

 

 

 

 

 

 

Multifamily

 

$

165

 

 

$

 

 

$

 

Nonresidential

 

 

1,215

 

 

 

306

 

 

 

 

Land

 

 

3,922

 

 

 

384

 

 

 

 

Construction

 

 

3,593

 

 

 

 

 

 

 

Secured

 

 

3,884

 

 

 

3,700

 

 

 

 

Unsecured

 

 

1,132

 

 

 

 

 

 

 

Total commercial loans

 

 

13,911

 

 

 

4,390

 

 

 

 

Residential mortgage loans

 

 

 

 

 

 

 

 

 

 

 

 

One-to four-family

 

 

7,607

 

 

 

5,866

 

 

 

 

Construction

 

 

 

 

 

 

 

 

 

Total residential mortgage loans

 

 

7,607

 

 

 

5,866

 

 

 

 

Consumer loans

 

 

 

 

 

 

 

 

 

 

 

 

Home equity

 

 

2,245

 

 

 

1,718

 

 

 

 

Auto

 

 

20

 

 

 

14

 

 

 

 

Marine

 

 

496

 

 

 

271

 

 

 

 

Recreational vehicle

 

 

121

 

 

 

78

 

 

 

 

Other

 

 

3

 

 

 

3

 

 

 

 

Total consumer loans

 

 

2,885

 

 

 

2,084

 

 

 

 

Total

 

$

24,403

 

 

$

12,340

 

 

$

 

With a specific allowance recorded

 

 

 

 

 

 

 

 

 

 

 

 

Commercial loans

 

 

 

 

 

 

 

 

 

 

 

 

Multifamily

 

$

 

 

$

 

 

$

 

Nonresidential

 

 

5,164

 

 

 

4,984

 

 

 

565

 

Land

 

 

 

 

 

 

 

 

 

Construction

 

 

 

 

 

 

 

 

 

Secured

 

 

324

 

 

 

324

 

 

 

3

 

Unsecured

 

 

 

 

 

 

 

 

 

Total commercial loans

 

 

5,488

 

 

 

5,308

 

 

 

568

 

Residential mortgage loans

 

 

 

 

 

 

 

 

 

 

 

 

One-to four-family

 

 

13,482

 

 

 

13,482

 

 

 

1,541

 

Construction

 

 

 

 

 

 

 

 

 

Total residential mortgage loans

 

 

13,482

 

 

 

13,482

 

 

 

1,541

 

Consumer loans

 

 

 

 

 

 

 

 

 

 

 

 

Home equity

 

 

7,236

 

 

 

7,236

 

 

 

522

 

Auto

 

 

 

 

 

 

 

 

 

Marine

 

 

163

 

 

 

163

 

 

 

3

 

Recreational vehicle

 

 

1,122

 

 

 

1,122

 

 

 

181

 

Other

 

 

8

 

 

 

8

 

 

 

1

 

Total consumer loans

 

 

8,529

 

 

 

8,529

 

 

 

707

 

Total

 

 

27,499

 

 

 

27,319

 

 

 

2,816

 

Total impaired loans

 

$

51,902

 

 

$

39,659

 

 

$

2,816

 

 

20


The following tables present loans individually evaluated for impairment by class of loans as of and for the three months ended June 30, 2016:

Impaired Loans

(Dollars in thousands)

 

 

 

Average Recorded Investment

 

 

Interest Income Recognized

 

 

Cash Basis Income Recognized

 

With no specific allowance recorded

 

 

 

 

 

 

 

 

 

 

 

 

Commercial loans

 

 

 

 

 

 

 

 

 

 

 

 

Multifamily

 

$

 

 

$

 

 

$

 

Nonresidential

 

 

269

 

 

 

1

 

 

 

1

 

Land

 

 

384

 

 

 

 

 

 

 

Construction

 

 

 

 

 

 

 

 

 

Secured

 

 

3,700

 

 

 

 

 

 

 

Unsecured

 

 

 

 

 

 

 

 

 

Total commercial loans

 

 

4,353

 

 

 

1

 

 

 

1

 

Residential mortgage loans

 

 

 

 

 

 

 

 

 

 

 

 

One-to four-family

 

 

6,302

 

 

 

17

 

 

 

17

 

Construction

 

 

 

 

 

 

 

 

 

Total residential mortgage loans

 

 

6,302

 

 

 

17

 

 

 

17

 

Consumer loans

 

 

 

 

 

 

 

 

 

 

 

 

Home equity

 

 

1,336

 

 

 

1

 

 

 

1

 

Auto

 

 

9

 

 

 

 

 

 

 

Marine

 

 

303

 

 

 

 

 

 

 

Recreational vehicle

 

 

281

 

 

 

1

 

 

 

1

 

Other

 

 

4

 

 

 

 

 

 

 

Total consumer loans

 

 

1,933

 

 

 

2

 

 

 

2

 

Total

 

$

12,588

 

 

$

20

 

 

$

20

 

With a specific allowance recorded

 

 

 

 

 

 

 

 

 

 

 

 

Commercial loans

 

 

 

 

 

 

 

 

 

 

 

 

Multifamily

 

$

 

 

$

 

 

$

 

Nonresidential

 

 

8,748

 

 

 

15

 

 

 

15

 

Land

 

 

 

 

 

 

 

 

 

Construction

 

 

 

 

 

 

 

 

 

Secured

 

 

947

 

 

 

 

 

 

 

Unsecured

 

 

 

 

 

 

 

 

 

Total commercial loans

 

 

9,695

 

 

 

15

 

 

 

15

 

Residential mortgage loans

 

 

 

 

 

 

 

 

 

 

 

 

One-to four-family

 

 

12,372

 

 

 

124

 

 

 

122

 

Construction

 

 

 

 

 

 

 

 

 

Total residential mortgage loans

 

 

12,372

 

 

 

124

 

 

 

122

 

Consumer loans

 

 

 

 

 

 

 

 

 

 

 

 

Home equity

 

 

6,568

 

 

 

84

 

 

 

82

 

Auto

 

 

 

 

 

 

 

 

 

Marine

 

 

158

 

 

 

2

 

 

 

2

 

Recreational vehicle

 

 

741

 

 

 

8

 

 

 

8

 

Other

 

 

 

 

 

 

 

 

 

Total consumer loans

 

 

7,467

 

 

 

94

 

 

 

92

 

Total

 

 

29,534

 

 

 

233

 

 

 

229

 

Total impaired loans

 

$

42,122

 

 

$

253

 

 

$

249

 

 

21


The following tables present loans individually evaluated for impairment by class of loans as of and for the three months ended June 30, 2015:

Impaired Loans

(Dollars in thousands)

 

 

 

Average Recorded Investment

 

 

Interest Income Recognized

 

 

Cash Basis Income Recognized

 

With no specific allowance recorded

 

 

 

 

 

 

 

 

 

 

 

 

Commercial loans

 

 

 

 

 

 

 

 

 

 

 

 

Multifamily

 

$

43

 

 

$

3

 

 

$

3

 

Nonresidential

 

 

2,441

 

 

 

2

 

 

 

2

 

Land

 

 

514

 

 

 

 

 

 

 

 

Construction

 

 

138

 

 

 

 

 

 

 

Secured

 

 

3,700

 

 

 

 

 

 

 

Unsecured

 

 

 

 

 

1

 

 

 

 

Total commercial loans

 

 

6,836

 

 

 

6

 

 

 

5

 

Residential mortgage loans

 

 

 

 

 

 

 

 

 

 

 

 

One-to four-family

 

 

4,530

 

 

 

12

 

 

 

12

 

Construction

 

 

 

 

 

 

 

 

 

Total residential mortgage loans

 

 

4,530

 

 

 

12

 

 

 

12

 

Consumer loans

 

 

 

 

 

 

 

 

 

 

 

 

Home equity

 

 

1,534

 

 

 

2

 

 

 

2

 

Auto

 

 

27

 

 

 

 

 

 

 

Marine

 

 

289

 

 

 

 

 

 

 

Recreational vehicle

 

 

68

 

 

 

 

 

 

 

Other

 

 

 

 

 

 

 

 

 

Total consumer loans

 

 

1,918

 

 

 

2

 

 

 

2

 

Total

 

$

13,284

 

 

$

20

 

 

$

19

 

With a specific allowance recorded

 

 

 

 

 

 

 

 

 

 

 

 

Commercial loans

 

 

 

 

 

 

 

 

 

 

 

 

Multifamily

 

$

43

 

 

$

 

 

$

 

Nonresidential

 

 

6,254

 

 

 

38

 

 

 

34

 

Land

 

 

 

 

 

 

 

 

 

Construction

 

 

595

 

 

 

 

 

 

 

Secured

 

 

324

 

 

 

 

 

 

 

Unsecured

 

 

 

 

 

 

 

 

 

Total commercial loans

 

 

7,216

 

 

 

38

 

 

 

34

 

Residential mortgage loans

 

 

 

 

 

 

 

 

 

 

 

 

One-to four-family

 

 

14,712

 

 

 

104

 

 

 

104

 

Construction

 

 

 

 

 

 

 

 

 

Total residential mortgage loans

 

 

14,712

 

 

 

104

 

 

 

104

 

Consumer loans

 

 

 

 

 

 

 

 

 

 

 

 

Home equity

 

 

8,905

 

 

 

79

 

 

 

79

 

Auto

 

 

5

 

 

 

 

 

 

 

Marine

 

 

 

 

 

 

 

 

 

Recreational vehicle

 

 

711

 

 

 

 

 

 

 

Other

 

 

 

 

 

 

 

 

 

Total consumer loans

 

 

9,621

 

 

 

79

 

 

 

79

 

Total

 

 

31,549

 

 

 

221

 

 

 

217

 

Total impaired loans

 

$

44,833

 

 

$

241

 

 

$

236

 

 

The unpaid principal balance is the total amount of the loan that is due to Home Savings. The recorded investment includes the unpaid principal balance less any chargeoffs or partial chargeoffs applied to specific loans. The unpaid principal balance and the recorded investment both exclude accrued interest receivable and deferred loan costs, both of which are immaterial.

 

22


Within secured and nonresidential impaired loans, there are two related credits with a total principal balance outstanding of $7.0 milli on.  The source of repayment for the loan resides in funds held in escrow by a court that has administered foreclosure and receivership proceedings surrounding the loan.  The loan has been subject to protracted litigation and a reserve of $546,000 was plac ed on one of the loans during 2015.   

 

Home Savings reclassifies a collateralized mortgage loan and consumer loans secured by real estate to real estate owned and other repossessed assets once it has either obtained legal title to the real estate collateral or the borrower voluntarily conveys all interest in the real property to the Bank to satisfy the loan through a deed in lieu of foreclosure or similar legal agreement.  The table below presents loans that are in the process of foreclosure at June 30, 2016 and December 31, 2015, but legal title, deed in lieu of foreclosure or similar legal agreement to the property has not yet been obtained:

 

 

 

June 30, 2016

 

 

December 31, 2015

 

 

 

Unpaid

Principal

Balance

 

 

Recorded

Investment

 

 

Unpaid

Principal

Balance

 

 

Recorded

Investment

 

 

 

(Dollars in thousands)

 

 

(Dollars in thousands)

 

Mortgage loans in process of foreclosure

 

$

2,799

 

 

$

2,475

 

 

$

1,294

 

 

$

1,162

 

Consumer loans in process of foreclosure

 

 

913

 

 

 

793

 

 

 

845

 

 

 

643

 

 

The following table presents the recorded investment in nonaccrual and loans past due over 90 days and still on accrual by class of loans as of June 30, 2016:

Nonaccrual Loans and Loans Past Due Over 90 Days and Still Accruing

As of June 30, 2016

 

 

 

Nonaccrual

 

 

Loans past due

over 90 days and

still accruing

 

 

 

(Dollars in thousands)

 

Commercial loans

 

 

 

 

 

 

 

 

Multifamily

 

$

 

 

$

 

Nonresidential

 

 

7,362

 

 

 

 

Land

 

 

384

 

 

 

 

Construction

 

 

 

 

 

 

Secured

 

 

4,633

 

 

 

 

Unsecured

 

 

 

 

 

 

Total commercial loans

 

 

12,379

 

 

 

 

Residential mortgage loans

 

 

 

 

 

 

 

 

One-to four-family

 

 

5,713

 

 

 

 

Construction

 

 

 

 

 

 

Total residential mortgage loans

 

 

5,713

 

 

 

 

Consumer Loans

 

 

 

 

 

 

 

 

Home equity

 

 

1,577

 

 

 

 

Auto

 

 

36

 

 

 

 

Marine

 

 

246

 

 

 

 

Recreational vehicle

 

 

386

 

 

 

 

Other

 

 

4

 

 

 

 

Total consumer loans

 

 

2,249

 

 

 

 

Total nonaccrual loans and loans past due over 90 days and still accruing

 

$

20,341

 

 

$

 

 

23


The following table presents the recorded investment in nonaccrual and loans past due over 90 days and still on accrual by class of loans as of December 31, 2015:

Nonaccrual Loans and Loans Past Due Over 90 Days and Still Accruing

As of December 31, 2015

 

 

 

Nonaccrual

 

 

Loans past due

over 90 days and

still accruing

 

 

 

(Dollars in thousands)

 

Commercial loans

 

 

 

 

 

 

 

 

Multifamily

 

$

 

 

$

 

Nonresidential

 

 

3,599

 

 

 

 

Land

 

 

384

 

 

 

 

Construction

 

 

 

 

 

 

Secured

 

 

4,016

 

 

 

 

Unsecured

 

 

 

 

 

 

Total commercial loans

 

 

7,999

 

 

 

 

Residential mortgage loans

 

 

 

 

 

 

 

 

One-to four-family

 

 

6,181

 

 

 

 

Construction

 

 

 

 

 

 

Total residential mortgage loans

 

 

6,181

 

 

 

 

Consumer Loans

 

 

 

 

 

 

 

 

Home equity

 

 

1,804

 

 

 

 

Auto

 

 

23

 

 

 

 

Marine

 

 

218

 

 

 

 

Recreational vehicle

 

 

511

 

 

 

 

Other

 

 

11

 

 

 

 

Total consumer loans

 

 

2,567

 

 

 

 

Total nonaccrual loans and loans past due over 90 days and still accruing

 

$

16,747

 

 

$

 

 

24


The following table presents an age analysis of past-due loans, segregated by class of loans as of June 30, 2016 :

Past Due Loans

(Dollars in thousands)

 

 

 

30-59 Days

Past Due

 

 

60-89 Days

Past Due

 

 

Greater

than 90

Days Past

Due

 

 

Total Past

Due

 

 

Current

Loans

 

 

Total Loans

 

Commercial loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Multifamily

 

$

 

 

$

 

 

$

 

 

$

 

 

$

81,022

 

 

$

81,022

 

Nonresidential

 

 

28

 

 

 

8

 

 

 

3,501

 

 

 

3,537

 

 

 

192,573

 

 

 

196,110

 

Land

 

 

 

 

 

 

 

 

384

 

 

 

384

 

 

 

9,364

 

 

 

9,748

 

Construction

 

 

 

 

 

 

 

 

 

 

 

 

 

 

61,744

 

 

 

61,744

 

Secured

 

 

 

 

 

 

 

 

4,633

 

 

 

4,633

 

 

 

79,757

 

 

 

84,390

 

Unsecured

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4,414

 

 

 

4,414

 

Total commercial loans

 

 

28

 

 

 

8

 

 

 

8,518

 

 

 

8,554

 

 

 

428,874

 

 

 

437,428

 

Residential mortgage loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

One-to four-family

 

 

2,550

 

 

 

1,182

 

 

 

5,402

 

 

 

9,134

 

 

 

738,396

 

 

 

747,530

 

Construction

 

 

 

 

 

 

 

 

 

 

 

 

 

 

35,275

 

 

 

35,275

 

Total residential mortgage loans

 

 

2,550

 

 

 

1,182

 

 

 

5,402

 

 

 

9,134

 

 

 

773,671

 

 

 

782,805

 

Consumer Loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Home equity

 

 

635

 

 

 

528

 

 

 

1,473

 

 

 

2,636

 

 

 

157,570

 

 

 

160,206

 

Automobile

 

 

16

 

 

 

9

 

 

 

6

 

 

 

31

 

 

 

19,549

 

 

 

19,580

 

Marine

 

 

 

 

 

139

 

 

 

107

 

 

 

246

 

 

 

1,962

 

 

 

2,208

 

Recreational vehicle

 

 

59

 

 

 

77

 

 

 

309

 

 

 

445

 

 

 

8,246

 

 

 

8,691

 

Other

 

 

12

 

 

 

2

 

 

 

4

 

 

 

18

 

 

 

2,569

 

 

 

2,587

 

Total consumer loans

 

 

722

 

 

 

755

 

 

 

1,899

 

 

 

3,376

 

 

 

189,896

 

 

 

193,272

 

Total loans

 

$

3,300

 

 

$

1,945

 

 

$

15,819

 

 

$

21,064

 

 

$

1,392,441

 

 

$

1,413,505

 

 

25


T he following table presents an age analysis of past-due loans, segregated by class of loans as of December 31, 2015:

Past Due Loans

(Dollars in thousands)

 

 

 

30-59 Days

Past Due

 

 

60-89 Days

Past Due

 

 

Greater

than 90

Days Past

Due

 

 

Total Past

Due

 

 

Current

Loans

 

 

Total Loans

 

Commercial loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Multifamily

 

$

 

 

$

 

 

$

 

 

$

 

 

$

80,170

 

 

$

80,170

 

Nonresidential

 

 

 

 

 

 

 

 

3,558

 

 

 

3,558

 

 

 

171,898

 

 

 

175,456

 

Land

 

 

 

 

 

 

 

 

384

 

 

 

384

 

 

 

8,917

 

 

 

9,301

 

Construction

 

 

 

 

 

 

 

 

 

 

 

 

 

 

38,812

 

 

 

38,812

 

Secured

 

 

488

 

 

 

 

 

 

4,016

 

 

 

4,504

 

 

 

58,678

 

 

 

63,182

 

Unsecured

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,831

 

 

 

2,831

 

Total commercial loans

 

 

488

 

 

 

 

 

 

7,958

 

 

 

8,446

 

 

 

361,306

 

 

 

369,752

 

Residential mortgage loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

One-to four-family

 

 

3,843

 

 

 

635

 

 

 

5,901

 

 

 

10,379

 

 

 

723,306

 

 

 

733,685

 

Construction

 

 

 

 

 

 

 

 

 

 

 

 

 

 

40,898

 

 

 

40,898

 

Total residential mortgage loans

 

 

3,843

 

 

 

635

 

 

 

5,901

 

 

 

10,379

 

 

 

764,204

 

 

 

774,583

 

Consumer Loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Home equity

 

 

961

 

 

 

268

 

 

 

1,788

 

 

 

3,017

 

 

 

158,321

 

 

 

161,338

 

Automobile

 

 

5

 

 

 

 

 

 

10

 

 

 

15

 

 

 

11,333

 

 

 

11,348

 

Marine

 

 

 

 

 

51

 

 

 

117

 

 

 

168

 

 

 

2,531

 

 

 

2,699

 

Recreational vehicle

 

 

71

 

 

 

 

 

 

494

 

 

 

565

 

 

 

10,091

 

 

 

10,656

 

Other

 

 

15

 

 

 

1

 

 

 

11

 

 

 

27

 

 

 

2,190

 

 

 

2,217

 

Total consumer loans

 

 

1,052

 

 

 

320

 

 

 

2,420

 

 

 

3,792

 

 

 

184,466

 

 

 

188,258

 

Total loans

 

$

5,383

 

 

$

955

 

 

$

16,279

 

 

$

22,617

 

 

$

1,309,976

 

 

$

1,332,593

 

 

As of June 30, 2016 and December 31, 2015, the Company has a recorded investment in troubled debt restructurings of $28.6 million and $26.3 million, respectively.  The Company has allocated $2.3 million of specific allowance for those loans at June 30, 2016 and December 31, 2015, respectively.  The Company has committed to lend additional amounts totaling up to $30,000 and $42,000 at June 30, 2016 and December 31, 2015, respectively.  

26


The following table presents loans by class modified as t roubled debt restructurings that occurred during the three months ended June 30, 2016 :

 

 

 

Number of

Loans

 

 

Pre-Modification

Outstanding

Recorded

Investment

 

 

Post-Modification

Recorded

Investment

 

 

 

 

 

 

 

(In thousands)

 

Commercial loans

 

 

 

 

 

 

 

 

 

 

 

 

Multifamily

 

 

 

 

$

 

 

$

 

Nonresidential

 

 

1

 

 

 

4,000

 

 

 

4,000

 

Land

 

 

 

 

 

 

 

 

 

Construction

 

 

 

 

 

 

 

 

 

Secured

 

 

 

 

 

 

 

 

 

Unsecured

 

 

 

 

 

 

 

 

 

Total commercial loans

 

 

1

 

 

 

4,000

 

 

 

4,000

 

Residential mortgage loans

 

 

 

 

 

 

 

 

 

 

 

 

One-to four-family

 

 

1

 

 

 

97

 

 

 

98

 

Construction

 

 

 

 

 

 

 

 

 

Total residential mortgage loans

 

 

1

 

 

 

97

 

 

 

98

 

Consumer loans

 

 

 

 

 

 

 

 

 

 

 

 

Home equity

 

 

2

 

 

 

110

 

 

 

114

 

Auto

 

 

 

 

 

 

 

 

 

Marine

 

 

 

 

 

 

 

 

 

Recreational vehicle

 

 

 

 

 

 

 

 

 

Other

 

 

 

 

 

 

 

 

 

Total consumer loans

 

 

2

 

 

 

110

 

 

 

114

 

Total restructured loans

 

 

4

 

 

$

4,207

 

 

$

4,212

 

 

The troubled debt restructurings described above increased the allowance for loan losses by $6,000 and resulted in no charge-offs during the three months ended June 30, 2016.

27


The following table presents loans by class modifi ed as troubled debt restructurings that occurred during the six months ended June 30, 2016:

 

 

 

Number of

Loans

 

 

Pre-Modification

Outstanding

Recorded

Investment

 

 

Post-Modification

Recorded

Investment

 

 

 

 

 

 

 

(In thousands)

 

Commercial loans

 

 

 

 

 

 

 

 

 

 

 

 

Multifamily

 

 

 

 

$

 

 

$

 

Nonresidential

 

 

2

 

 

 

4,088

 

 

 

4,088

 

Land

 

 

 

 

 

 

 

 

 

Construction

 

 

 

 

 

 

 

 

 

Secured

 

 

 

 

 

 

 

 

 

Unsecured

 

 

 

 

 

 

 

 

 

Total commercial loans

 

 

2

 

 

 

4,088

 

 

 

4,088

 

Residential mortgage loans

 

 

 

 

 

 

 

 

 

 

 

 

One-to four-family

 

 

3

 

 

 

316

 

 

 

335

 

Construction

 

 

 

 

 

 

 

 

 

Total residential mortgage loans

 

 

3

 

 

 

316

 

 

 

335

 

Consumer loans

 

 

 

 

 

 

 

 

 

 

 

 

Home equity

 

 

3

 

 

 

130

 

 

 

134

 

Auto

 

 

 

 

 

 

 

 

 

Marine

 

 

 

 

 

 

 

 

 

Recreational vehicle

 

 

 

 

 

 

 

 

 

Other

 

 

 

 

 

 

 

 

 

Total consumer loans

 

 

3

 

 

 

130

 

 

 

134

 

Total restructured loans

 

 

8

 

 

$

4,534

 

 

$

4,557

 

 

The troubled debt restructurings described above increased the allowance for loan losses by $11,000 and resulted in no chargeoffs during the six months ended June 30, 2016.

28


The following table presents loans by class modified as troubled debt restructurings that occurred during the three months ended June 30, 2015 :

 

 

 

Number of

Loans

 

 

Pre-Modification

Outstanding

Recorded

Investment

 

 

Post-Modification

Recorded

Investment

 

 

 

 

 

 

 

(Dollars in thousands)

 

Commercial loans

 

 

 

 

 

 

 

 

 

 

 

 

Multifamily

 

 

 

 

$

 

 

$

 

Nonresidential

 

 

 

 

 

 

 

 

 

Land

 

 

 

 

 

 

 

 

 

Construction

 

 

 

 

 

 

 

 

 

Secured

 

 

 

 

 

 

 

 

 

Unsecured

 

 

 

 

 

 

 

 

 

Total commercial loans

 

 

 

 

 

 

 

 

 

Residential mortgage loans

 

 

 

 

 

 

 

 

 

 

 

 

One-to four-family

 

 

5

 

 

 

469

 

 

 

476

 

Construction

 

 

 

 

 

 

 

 

 

Total residential mortgage loans

 

 

5

 

 

 

469

 

 

 

476

 

Consumer loans

 

 

 

 

 

 

 

 

 

 

 

 

Home equity

 

 

4

 

 

 

128

 

 

 

129

 

Auto

 

 

 

 

 

 

 

 

 

Marine

 

 

 

 

 

 

 

 

 

Recreational vehicle

 

 

 

 

 

 

 

 

 

Other

 

 

 

 

 

 

 

 

 

Total consumer loans

 

 

4

 

 

 

128

 

 

 

129

 

Total restructured loans

 

 

9

 

 

$

597

 

 

$

605

 

 

 

The troubled debt restructurings described above increased the allowance for loan losses by $24,000, and resulted in no chargeoffs during the three months ended June 30, 2015.

29


The following table presents loans by class modified as troubled debt restructurings that occurred during the six months ended June 30, 2015:

 

 

 

Number of

Loans

 

 

Pre-Modification

Outstanding

Recorded

Investment

 

 

Post-Modification

Recorded

Investment

 

 

 

 

 

 

 

(Dollars in thousands)

 

Commercial loans

 

 

 

 

 

 

 

 

 

 

 

 

Multifamily

 

 

 

 

$

 

 

$

 

Nonresidential

 

 

 

 

 

 

 

 

 

Land

 

 

 

 

 

 

 

 

 

Construction

 

 

 

 

 

 

 

 

 

Secured

 

 

 

 

 

 

 

 

 

Unsecured

 

 

 

 

 

 

 

 

 

Total commercial loans

 

 

 

 

 

 

 

 

 

Residential mortgage loans

 

 

 

 

 

 

 

 

 

 

 

 

One-to four-family

 

 

10

 

 

 

910

 

 

 

930

 

Construction

 

 

 

 

 

 

 

 

 

Total residential mortgage loans

 

 

10

 

 

 

910

 

 

 

930

 

Consumer loans

 

 

 

 

 

 

 

 

 

 

 

 

Home equity

 

 

6

 

 

 

482

 

 

 

483

 

Auto

 

 

 

 

 

 

 

 

 

Marine

 

 

 

 

 

 

 

 

 

Recreational vehicle

 

 

 

 

 

 

 

 

 

Other

 

 

 

 

 

 

 

 

 

Total consumer loans

 

 

6

 

 

 

482

 

 

 

483

 

Total restructured loans

 

 

16

 

 

$

1,392

 

 

$

1,413

 

 

The troubled debt restructurings described above increased the allowance for loan losses by $82,000 and resulted in no chargeoffs during the six months ended June 30, 2015.

There were no loans modified as troubled debt restructurings for which there was a payment default within a twelve month cycle following the modification during the period ended June 30, 2016.

30


The following table presents loans by class modified as troubled debt restructurings for which there was a payment default within a twelve month cycle following the modification during the period ended June 30, 2015 :

 

 

 

Number

of loans

 

 

Recorded

Investment

 

 

 

 

 

 

 

(Dollars in thousands)

 

Commercial loans

 

 

 

 

 

 

 

 

Multifamily

 

 

 

 

$

 

Nonresidential

 

 

 

 

 

 

Land

 

 

 

 

 

 

Construction

 

 

 

 

 

 

Secured

 

 

 

 

 

 

Unsecured

 

 

 

 

 

 

Total commercial loans

 

 

 

 

 

 

Residential mortgage loans

 

 

 

 

 

 

 

 

One-to four-family

 

 

1

 

 

 

76

 

Construction

 

 

 

 

 

 

Total residential mortgage loans

 

 

1

 

 

 

76

 

Consumer loans

 

 

 

 

 

 

 

 

Home equity

 

 

2

 

 

 

56

 

Auto

 

 

 

 

 

 

Marine

 

 

 

 

 

 

Recreational vehicle

 

 

 

 

 

 

Other

 

 

 

 

 

 

Total consumer loans

 

 

2

 

 

 

56

 

Total restructured loans

 

 

3

 

 

$

132

 

 

The troubled debt restructurings that subsequently defaulted described above resulted in no charge-offs during the three and six months ended June 30, 2015, and had no effect on the provision for loan losses.

A troubled debt restructuring is considered to be in payment default once it is 30 days contractually past due under the modified terms.

In order to determine whether a borrower is experiencing financial difficulty, an evaluation is performed of the probability that the borrower will be in payment default on any of its debt in the foreseeable future without the modification. This evaluation is performed in accordance with the Company’s internal underwriting policy.

Credit Quality Indicators:

The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information and current economic trends among other factors. The Company analyzes loans individually by classifying the loans as to credit risk. This analysis includes homogeneous loans past due 90 cumulative days, and all non-homogeneous loans including commercial loans and commercial real estate loans. Smaller balance homogeneous loans are primarily monitored by payment status.

Asset quality ratings are divided into two groups: Pass (unclassified) and Classified. Within the unclassified group, certain loans that display potential weakness are risk rated as special mention. In addition, there are three classified risk ratings: substandard, doubtful and loss. These specific credit risk categories are defined as follows:

Special Mention. Loans classified as special mention have potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the institution’s credit position at some future date.

Substandard. Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.

Doubtful. Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions and values, highly questionable and improbable.

31


Loss. Loans classified as loss are considered uncollectible and of such little value, that continuance as assets is not warranted. Although there may be a chance of recovery on these assets, it is not practical or desirable to defer writing off the asset.

The Company monitors loans on a monthly basis to determine if they should be included in one of the categories listed above. All impaired non-homogeneous credits classified as Substandard, Doubtful or Loss are analyzed on an individual basis for a specific reserve requirement. This analysis is performed on each individual credit at least annually or more frequently if warranted.

As of June 30, 2016 and December 31, 2015, and based on the most recent analysis performed, the risk category of loans by class of loans is as follows:

Loans

June 30, 2016

(Dollars in thousands)

 

 

 

 

Unclassified

 

 

Classified

 

 

 

 

Unclassified

 

 

Special

Mention

 

 

Substandard

 

 

Doubtful

 

 

Loss

 

 

Total

Classified

 

 

Total Loans

 

Commercial Loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Multifamily

 

 

$

76,493

 

 

$

3,646

 

 

$

883

 

 

$

 

 

$

 

 

$

883

 

 

$

81,022

 

Nonresidential

 

 

 

177,246

 

 

 

2,432

 

 

 

16,432

 

 

 

 

 

 

 

 

 

16,432

 

 

 

196,110

 

Land

 

 

 

9,364

 

 

 

 

 

 

384

 

 

 

 

 

 

 

 

 

384

 

 

 

9,748

 

Construction

 

 

 

61,744

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

61,744

 

Secured

 

 

 

71,940

 

 

 

19

 

 

 

12,431

 

 

 

 

 

 

 

 

 

12,431

 

 

 

84,390

 

Unsecured

 

 

 

4,317

 

 

 

 

 

 

97

 

 

 

 

 

 

 

 

 

97

 

 

 

4,414

 

Total commercial loans

 

 

 

401,104

 

 

 

6,097

 

 

 

30,227

 

 

 

 

 

 

 

 

 

30,227

 

 

 

437,428

 

Residential mortgage loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

One-to four-family

 

 

 

740,501

 

 

 

106

 

 

 

6,923

 

 

 

 

 

 

 

 

 

6,923

 

 

 

747,530

 

Construction

 

 

 

35,275

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

35,275

 

Total residential mortgage loans

 

 

 

775,776

 

 

 

106

 

 

 

6,923

 

 

 

 

 

 

 

 

 

6,923

 

 

 

782,805

 

Consumer Loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Home equity

 

 

 

158,507

 

 

 

 

 

 

1,699

 

 

 

 

 

 

 

 

 

1,699

 

 

 

160,206

 

Auto

 

 

 

19,540

 

 

 

2

 

 

 

38

 

 

 

 

 

 

 

 

 

38

 

 

 

19,580

 

Marine

 

 

 

1,906

 

 

 

 

 

 

302

 

 

 

 

 

 

 

 

 

302

 

 

 

2,208

 

Recreational vehicle

 

 

 

8,292

 

 

 

 

 

 

399

 

 

 

 

 

 

 

 

 

399

 

 

 

8,691

 

Other

 

 

 

2,583

 

 

 

 

 

 

4

 

 

 

 

 

 

 

 

 

4

 

 

 

2,587

 

Total consumer loans

 

 

 

190,828

 

 

 

2

 

 

 

2,442

 

 

 

 

 

 

 

 

 

2,442

 

 

 

193,272

 

Total loans

 

 

$

1,367,708

 

 

$

6,205

 

 

$

39,592

 

 

$

 

 

$

 

 

$

39,592

 

 

$

1,413,505

 

 

32


Loans

December 31, 2015

(Dollars in thousands)

 

 

 

Unclassified

 

 

Classified

 

 

 

Unclassified

 

 

Special

Mention

 

 

Substandard

 

 

Doubtful

 

 

Loss

 

 

Total

Classified

 

 

Total Loans

 

Commercial Loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Multifamily

 

$

75,535

 

 

$

3,727

 

 

$

908

 

 

$

 

 

$

 

 

$

908

 

 

$

80,170

 

Nonresidential

 

 

151,415

 

 

 

4,121

 

 

 

19,920

 

 

 

 

 

 

 

 

 

19,920

 

 

 

175,456

 

Land

 

 

8,917

 

 

 

 

 

 

384

 

 

 

 

 

 

 

 

 

384

 

 

 

9,301

 

Construction

 

 

38,812

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

38,812

 

Secured

 

 

53,801

 

 

 

3,037

 

 

 

6,344

 

 

 

 

 

 

 

 

 

6,344

 

 

 

63,182

 

Unsecured

 

 

2,728

 

 

 

 

 

 

103

 

 

 

 

 

 

 

 

 

103

 

 

 

2,831

 

Total commercial loans

 

 

331,208

 

 

 

10,885

 

 

 

27,659

 

 

 

 

 

 

 

 

 

27,659

 

 

 

369,752

 

Residential mortgage loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

One-to four-family

 

 

726,922

 

 

 

111

 

 

 

6,652

 

 

 

 

 

 

 

 

 

6,652

 

 

 

733,685

 

Construction

 

 

40,898

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

40,898

 

Total residential mortgage loans

 

 

767,820

 

 

 

111

 

 

 

6,652

 

 

 

 

 

 

 

 

 

6,652

 

 

 

774,583

 

Consumer Loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Home equity

 

 

159,371

 

 

 

 

 

 

1,967

 

 

 

 

 

 

 

 

 

1,967

 

 

 

161,338

 

Auto

 

 

11,304

 

 

 

2

 

 

 

42

 

 

 

 

 

 

 

 

 

42

 

 

 

11,348

 

Marine

 

 

2,428

 

 

 

 

 

 

271

 

 

 

 

 

 

 

 

 

271

 

 

 

2,699

 

Recreational vehicle

 

 

10,157

 

 

 

 

 

 

499

 

 

 

 

 

 

 

 

 

499

 

 

 

10,656

 

Other

 

 

2,206

 

 

 

 

 

 

11

 

 

 

 

 

 

 

 

 

11

 

 

 

2,217

 

Total consumer loans

 

 

185,466

 

 

 

2

 

 

 

2,790

 

 

 

 

 

 

 

 

 

2,790

 

 

 

188,258

 

Total loans

 

$

1,284,494

 

 

$

10,998

 

 

$

37,101

 

 

$

 

 

$

 

 

$

37,101

 

 

$

1,332,593

 

 

 

 

6.

MORTGAGE BANKING ACTIVITIES

Mortgage loans serviced for others, which are not reported in United Community’s assets, totaled $1.1 billion as of June 30, 2016 and December 31, 2015. Mortgage banking income is comprised of gains recognized on the sale of loans and changes in fair value of mortgage banking derivatives.

Mortgage loans serviced for others are not reported as assets. The principal balances of these loans are as follows:

 

 

June 30, 2016

 

  

December 31, 2015

 

 

(Dollars in thousands)

 

Mortgage loan portfolios serviced for:

 

 

 

  

 

 

 

FHLMC

$

914,108 

  

  

$

878,300

  

FNMA

 

221,462 

  

  

 

233,026

  

 

Customer escrow balances with loans serviced for FHLMC and FNMA totaled $11.2 and $13.2 million at June 30, 2016 and December 31, 2015, respectively.

Activity for capitalized mortgage servicing rights, included in other assets, was as follows:

 

 

 

For the Three Months Ended

June 30,

 

 

For the Six Months Ended

June 30,

 

 

 

2016

 

 

2015

 

 

2016

 

 

2015

 

 

 

(Dollars in thousands)

 

Balance, beginning of period

 

$

5,727

 

 

$

5,543

 

 

$

5,686

 

 

$

5,535

 

Originations

 

 

653

 

 

 

530

 

 

 

1,162

 

 

 

981

 

Amortized to expense

 

 

(567

)

 

 

(462

)

 

 

(1,035

)

 

 

(905

)

Balance, end of period

 

 

5,813

 

 

 

5,611

 

 

 

5,813

 

 

 

5,611

 

Less valuation allowance

 

 

(766

)

 

 

(12

)

 

 

(766

)

 

 

(12

)

Net balance

 

$

5,047

 

 

$

5,599

 

 

$

5,047

 

 

$

5,599

 

 

33


Activity in the valuation allowance for mortgage servicing rights was as follows:

 

 

 

For the Three Months Ended

June 30,

 

 

For the Six Months Ended

June 30,

 

 

 

2016

 

 

2015

 

 

2016

 

 

2015

 

 

 

(Dollars in thousands)

 

Balance, beginning of period

 

$

(474

)

 

$

(219

)

 

$

(39

)

 

$

(58

)

Impairment charges

 

 

(292

)

 

 

 

 

 

(727

)

 

 

(161

)

Recoveries

 

 

 

 

 

207

 

 

 

 

 

 

207

 

Balance, end of period

 

$

(766

)

 

$

(12

)

 

$

(766

)

 

$

(12

)

 

The fair value of mortgage servicing rights as of June 30, 2016, was approximately $7.4 million and at December 31, 2015, the fair value was approximately $9.1 million.

Key economic assumptions in measuring the value of mortgage servicing rights at June 30, 2016, and December 31, 2015, were as follows:

 

 

June 30, 2016

 

December 31, 2015

Weighted average prepayment rate

294 PSA

 

192 PSA

Weighted average life (in years)

3.42

 

3.47

Weighted average discount rate

9.00%

 

9.00%

 

 

 

7.

OTHER REAL ESTATE OWNED AND OTHER REPOSSESSED ASSETS

Real estate owned and other repossessed assets at June 30, 2016 and December 31, 2015 were as follows:

 

 

June 30, 2016

 

 

December 31, 2015

 

 

(Dollars in thousands)

 

Real estate owned and other repossessed assets

$

2,617

 

 

$

3,956

 

Valuation allowance

 

(1,001

)

 

 

(1,229

)

End of period

$

1,616

 

 

$

2,727

 

 

Activity in the valuation allowance was as follows:

 

 

Three Months Ended

 

 

Six Months Ended

 

 

June 30, 2016

 

 

June 30, 2015

 

 

June 30, 2016

 

 

June 30, 2015

 

 

(Dollars in thousands)

 

Beginning of period

$

1,124

 

 

$

1,244

 

 

$

1,229

 

 

$

1,423

 

Additions charged to expense

 

(27

)

 

 

42

 

 

 

(26

)

 

 

123

 

Reductions due to sales

 

(96

)

 

 

(91

)

 

 

(202

)

 

 

(351

)

End of period

$

1,001

 

 

$

1,195

 

 

$

1,001

 

 

$

1,195

 

 

Expenses related to foreclosed and repossessed assets include:

 

 

Three Months Ended

 

 

Six Months Ended

 

 

June 30, 2016

 

 

June 30, 2015

 

 

June 30, 2016

 

 

June 30, 2015

 

 

(Dollars in thousands)

 

Net (gain) loss on sales

$

90

 

 

$

60

 

 

$

102

 

 

$

69

 

Provision for unrealized losses, net

 

(27

)

 

 

42

 

 

 

(26

)

 

 

123

 

Operating expenses, net of rental income

 

77

 

 

 

18

 

 

 

149

 

 

 

159

 

Total expenses

$

140

 

 

$

120

 

 

$

225

 

 

$

351

 

 

 

34


 

8.

FAIR VALUE MEASUREMENT

Fair value is the exchange price that would be received for an asset if paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There are three levels of inputs that may be used to measure fair value:

Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

Level 2: Significant other observable inputs other than Level 1 prices, such as 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.

Level 3: Significant unobservable inputs that reflect a reporting entity’s own beliefs about the assumptions that market participants would use in pricing an asset or liability.

United Community uses the following methods and significant assumptions to estimate the fair value of each type of financial instrument:

Available for sale securities : The fair values of securities available for sale are determined by obtaining quoted prices on nationally recognized securities exchanges (Level 1 inputs). For securities where quoted prices are not available, fair values are calculated based on market prices of similar securities (Level 2).

Impaired loans: At the time a loan is considered impaired, it is valued at the lower of cost or fair value. Impaired loans carried at fair value generally receive specific allocations of the allowance for loan losses. For collateral dependent loans, fair value is commonly based on recent real estate appraisals. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are usually significant and typically result in a Level 3 classification of the inputs for determining fair value. Non-real estate collateral may be valued using an appraisal, net book value per the borrower’s financial statements, or aging reports, adjusted or discounted based on management’s historical knowledge, changes in market conditions from the time of the valuation, and management’s expertise and knowledge of the client and client’s business, resulting in a Level 3 fair value classification. Impaired loans are evaluated on a quarterly basis for additional impairment and adjusted accordingly.

Other real estate owned: Assets acquired through or instead of loan foreclosure are initially recorded at fair value less costs to sell when acquired, establishing a new cost basis. These assets are subsequently accounted for at lower of cost or fair value less estimated costs to sell. Fair value is commonly based on recent real estate appraisals. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are usually significant and typically result in a Level 3 classification of the inputs for determining fair value. Real estate owned properties are individually evaluated at least annually for additional impairment and adjusted accordingly.

Appraisals for both collateral-dependent impaired loans and other real estate owned are performed by certified general appraisers (for commercial properties) or certified residential appraisers (for residential properties) whose qualifications and licenses have been reviewed and verified by Home Savings. Once received, a member of the Special Assets Department reviews the assumptions and approaches utilized in the appraisal as well as the overall resulting fair value in comparison with the independent data sources such as recent market data or industry-wide statistics. In addition to the Special Assets Department review, a third party independent review is also performed.  On an annual basis, Home Savings compares the actual selling price of collateral that has been sold to the most recent appraised value to determine what additional adjustment should be made to the appraisal value to arrive at fair value. At the time a property is acquired and classified as real estate owned, the fair value is determined utilizing the most appropriate method. A fair value in excess of $250,000 will be supported by an appraisal. After determination of fair value, each property will be recorded at the lower of cost (i.e., recorded investment in the loan) or the estimated net realizable value on the date of transfer to real estate owned. In determining net realizable value, reductions to fair market value may be taken for estimated costs of sale, conditions that must be remedied immediately upon acquisition, and other factors that negatively impact the marketability and prompt sale of the property.

Mortgage servicing rights: On a quarterly basis, loan servicing rights are evaluated for impairment based upon the fair value of the rights as compared to carrying amount. If the carrying amount of an individual tranche exceeds fair value, impairment is recorded on that tranche so that the servicing asset is carried at fair value. Fair value is determined at a tranche level, based on market prices for comparable mortgage servicing contracts, when available, or alternatively based on a valuation model that calculates the present value of estimated future net servicing income. The valuation model utilizes assumptions that market participants would use in estimating future net servicing income and that can be validated against available market data (Level 2).

35


Loans held for sale: Loans held for sale are carried at the lower of cost or fair value, which is evaluated on a pool-level basis. The fair value of loans held for sale is determined using quoted prices for similar assets, adjusted for specific attributes of that loan or other observable market data, such as outsta nding commitments from third party investors (Level 2).

 

Loans held for sale, at fair value :  The Company elected the fair value option for all permanent construction loans held for sale originated on or after January 1, 2015. The fair value of the Company’s construction perm loans held for sale was determined based on quoted prices for similar loans in active markets.  The fair value of permanent construction loans held for sale is determined, based on the committed loan amount, using quoted prices for similar assets, adjusted for specific attributes of that loan and other unobservable market data, such as time it takes to complete the project (Level 3).  The Company elected the fair value option for all residential mortgage loans held for sale originated on or after March 1, 2016. The fair value of the Company’s residential mortgage loans held for sale was determined based on quoted prices for similar loans in active markets (Level 2).

Interest rate caps: Home Savings uses an independent third party that performs a market valuation analysis for interest rate caps. The methodology used consists of a discounted cash flow model, all future floating cash flows are projected and both floating and fixed cash flows are discounted to the valuation date. The yield curve utilized for discounting and projecting is built by obtaining publicly available third party market quotes from Reuters, which handle up to 30-year swap maturities (Level 3). Assumptions used in the valuation of interest rate caps are back-tested for reasonableness on a quarterly basis using an independent source along with a third party service.

Purchased and written certificate of deposit option: Home Savings periodically enters into written and purchased option derivative instruments to facilitate the Power CD. The written and purchased options are mirror derivative instruments which are carried at fair value on the consolidated balance sheets. Home Savings uses an independent third party that performs a market valuation analysis for purchased and written certificate of deposit options. (Level 2)

Assets and Liabilities Measured on a Recurring Basis: Assets and liabilities measured at fair value on a recurring basis are summarized below:

 

 

 

 

 

 

Fair Value Measurements at June 30, 2016 Using:

 

 

 

 

 

 

Quoted

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Prices in

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Active

 

 

Significant

 

 

 

 

 

 

 

 

 

 

Markets for

 

 

Other

 

 

Significant

 

 

 

 

 

 

Identical

 

 

Observable

 

 

Unobservable

 

 

June 30,

 

 

Assets

 

 

Inputs

 

 

Inputs

 

 

2016

 

 

(Level 1)

 

 

(Level 2)

 

 

(Level 3)

 

 

(Dollars in thousands)

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Available for sale securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury and government sponsored entities' securities

$

201,776

 

 

$

 

 

$

201,776

 

 

$

 

States of the U.S. and political subdivisions

 

52,007

 

 

 

 

 

 

52,007

 

 

 

 

 

Mortgage-backed GSE securities: residential

 

113,419

 

 

 

 

 

 

113,419

 

 

 

 

Loans held for sale, at fair value

 

42,919

 

 

 

 

 

 

9,314

 

 

 

33,605

 

Interest rate caps

 

 

 

 

 

 

 

 

 

 

 

Purchased certificate of deposit option

 

879

 

 

 

 

 

 

879

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Written certificate of deposit option

 

879

 

 

 

 

 

 

879

 

 

 

 

36


 

 

 

 

 

 

Fair Value Measurements at December 31, 2015 Using:

 

 

 

 

 

 

Quoted

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Prices in

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Active

 

 

Significant

 

 

 

 

 

 

 

 

 

 

Markets for

 

 

Other

 

 

Significant

 

 

 

 

 

 

Identical

 

 

Observable

 

 

Unobservable

 

 

December 31,

 

 

Assets

 

 

Inputs

 

 

Inputs

 

 

2015

 

 

(Level 1)

 

 

(Level 2)

 

 

(Level 3)

 

 

(Dollars in thousands)

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Available for sale securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury and government sponsored entities' securities

$

218,650

 

 

$

 

 

$

218,650

 

 

$

 

States of the U.S. and political subdivisions

 

11,040

 

 

 

 

 

 

11,040

 

 

 

 

 

Mortgage-backed GSE securities: residential

 

127,980

 

 

 

 

 

 

127,980

 

 

 

 

Loans held for sale, at fair value

 

26,716

 

 

 

 

 

 

 

 

 

26,716

 

Interest rate caps

 

3

 

 

 

 

 

 

 

 

 

3

 

Purchased certificate of deposit option

 

805

 

 

 

 

 

 

805

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Written certificate of deposit option

 

805

 

 

 

 

 

 

805

 

 

 

 

 

There were no transfers between Level 1 and Level 2 during 2016 or 2015.

The table below presents a reconciliation of all assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three and six months ended June 30, 2016 and 2015.  

 

 

Loans Held for Sale, At Fair Value

 

 

Loans Held for Sale, At Fair Value

 

 

For the Three Months Ended

June 30,

 

 

For the Six Months Ended

June 30,

 

 

2016

 

 

2015

 

 

2016

 

 

2015

 

 

(Dollars in thousands)

 

 

 

 

 

 

 

 

 

Balance of recurring Level 3 assets at beginning of period

$

26,760

 

 

$

1,608

 

 

$

26,716

 

 

$

 

Total gains (losses) for the period

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Included in change in fair value of loans held for sale

 

622

 

 

 

(146

)

 

 

1,291

 

 

 

415

 

Included in other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

Originations/Draws on construction perm loans

 

19,132

 

 

 

17,888

 

 

 

35,819

 

 

 

24,947

 

Amortization

 

 

 

 

 

 

 

 

 

 

 

Sales

 

(12,909

)

 

 

(9,511

)

 

 

(30,221

)

 

 

(15,523

)

Balance of recurring Level 3 assets at end of period

$

33,605

 

 

$

9,839

 

 

$

33,605

 

 

$

9,839

 

 

 

Interest Rate Caps

 

 

Interest Rate Caps

 

 

For the Three Months Ended

June 30,

 

 

For the Six Months Ended

June 30,

 

 

2016

 

 

2015

 

 

2016

 

 

2015

 

 

(Dollars in thousands)

 

Balance of recurring Level 3 assets at beginning of period

$

 

 

$

126

 

 

$

3

 

 

$

180

 

Total gains (losses) for the period

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Included in other income

 

129

 

 

 

28

 

 

 

256

 

 

 

103

 

Included in other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

Purchases

 

 

 

 

 

 

 

 

 

 

 

Amortization

 

(129

)

 

 

(130

)

 

 

(259

)

 

 

(259

)

Sales

 

 

 

 

 

 

 

 

 

 

 

Balance of recurring Level 3 assets at end of period

$

 

 

$

24

 

 

$

 

 

$

24

 

 

There were no transfers between Level 2 and Level 3 during 2016 or 2015.

37


The following table presents quantitative information about recurring Level 3 fair value measurement s at June 30, 2016:

 

 

 

 

 

 

Valuation

 

Unobservable

 

 

 

 

 

Fair Value

 

 

Technique(s)

 

Input(s)

 

Range

 

Loans held for sale, at fair value

$

33,605

 

 

Comparable sales

 

Time discount

 

0.00-1.80%

 

Interest rate caps

 

 

 

Discounted cash flow

 

Discount rate

 

 

 

 

The following table presents quantitative information about recurring Level 3 fair value measurements at December 31, 2015:

 

 

 

 

 

 

Valuation

 

Unobservable

 

 

 

Fair Value

 

 

Technique(s)

 

Input(s)

 

Range

Loans held for sale, at fair value

$

26,716

 

 

Comparable sales

 

Time discount

 

0.00-1.80%

Interest rate caps

 

3

 

 

Discounted cash flow

 

Discount rate

 

0.49-1.18%

The fair value of loans held for sale, at fair value was determined using pricing from a quoted market, discounted for the length of time to the completion of the construction project.

 

The fair value of interest rate caps was determined using proprietary models from third-party sources taking into account such factors as size of the transaction, the lack of a quoted market and the custom-tailored nature of the transaction. The fair value is inclusive of interest accruals, as applicable.

Assets and Liabilities Measured on a Non-Recurring Basis: Assets and liabilities measured at fair value on a non-recurring basis are summarized below:

 

 

 

 

 

 

Fair Value Measurements at June 30, 2016 Using:

 

 

 

 

 

 

Quoted

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Prices in

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Active

 

 

Significant

 

 

 

 

 

 

 

 

 

 

Markets for

 

 

Other

 

 

Significant

 

 

 

 

 

 

Identical

 

 

Observable

 

 

Unobservable

 

 

June 30,

 

 

Assets

 

 

Inputs

 

 

Inputs

 

 

2016

 

 

(Level 1)

 

 

(Level 2)

 

 

(Level 3)

 

 

(Dollars in thousands)

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Impaired loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nonresidential

$

6,355

 

 

$

 

 

$

 

 

$

6,355

 

Secured

 

519

 

 

 

 

 

 

 

 

 

519

 

Residential loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

One-to four-family residential

 

748

 

 

 

 

 

 

 

 

 

748

 

Consumer loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Home Equity

 

92

 

 

 

 

 

 

 

 

 

92

 

Auto

 

3

 

 

 

 

 

 

 

 

 

3

 

Marine

 

163

 

 

 

 

 

 

 

 

 

163

 

Recreational vehicle

 

318

 

 

 

 

 

 

 

 

 

318

 

Mortgage servicing rights

 

2,801

 

 

 

 

 

 

2,801

 

 

 

 

Other real estate owned, net

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction

 

749

 

 

 

 

 

 

 

 

 

749

 

One-to four-family residential

 

290

 

 

 

 

 

 

 

 

 

290

 

38


 

 

 

 

 

 

Fair Value Measurements at December 31, 2015 Using:

 

 

 

 

 

 

Quoted

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Prices in

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Active

 

 

Significant

 

 

 

 

 

 

 

 

 

 

Markets for

 

 

Other

 

 

Significant

 

 

 

 

 

 

Identical

 

 

Observable

 

 

Unobservable

 

 

December 31,

 

 

Assets

 

 

Inputs

 

 

Inputs

 

 

2015

 

 

(Level 1)

 

 

(Level 2)

 

 

(Level 3)

 

 

(Dollars in thousands)

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Impaired loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nonresidential

$

2,857

 

 

$

 

 

$

 

 

$

2,857

 

Land

 

175

 

 

 

 

 

 

 

 

 

175

 

Residential loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

One-to four-family residential

 

1,493

 

 

 

 

 

 

 

 

 

1,493

 

Consumer loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Home Equity

 

392

 

 

 

 

 

 

 

 

 

392

 

Auto

 

1

 

 

 

 

 

 

 

 

 

1

 

Mortgage servicing rights

 

604

 

 

 

 

 

 

604

 

 

 

 

Other real estate owned, net

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction

 

785

 

 

 

 

 

 

 

 

 

785

 

Nonresidential

 

175

 

 

 

 

 

 

 

 

 

175

 

One-to four-family residential

 

1,088

 

 

 

 

 

 

 

 

 

1,088

 

 

Impaired loans with specific allocations of the allowance for loan losses, carried at fair value, which are measured for impairment using the fair value of the collateral for collateral dependent loans, had a net carrying amount of $8.2 million at June 30, 2016, that includes a specific valuation allowance of $1.0 million. This resulted in an increase of the provision for loan losses of $592,000 and $3.6 million during the three and six months ended June 30, 2016, respectively.  Impaired loans with specific allocations of the allowance for loan losses, carried at fair value, which are measured for impairment using the fair value of the collateral for collateral dependent loans, had a net carrying amount of $4.2 million at June 30, 2015, which includes a specific valuation allowance of $644,000. This resulted in a decrease in the provision for loan losses of $34,000 and $36,000 for the three and six months ended June 30, 2015.  Impaired loans with specific allocations of the allowance for loan losses, carried at fair value, which are measured for impairment using the fair value of the collateral for collateral dependent loans, had a net carrying amount of $4.9 million at December 31, 2015, that includes a specific valuation allowance of $548,000.

The significant unobservable (Level 3) inputs used in the fair value measurement of collateral for collateral dependent impaired loans included in the above table primarily relate to the adjustment between carrying values versus appraised value. During the reported periods, discounts applied to appraisals for estimated selling costs were 10%.

At June 30, 2016, mortgage servicing rights carried at fair value were $2.8 million, resulting in a net valuation allowance of $766,000.   At June 30, 2015, mortgage servicing rights, carried at fair value totaled $215,000, resulting in a net valuation allowance of $12,000.  At December 31, 2015, mortgage servicing rights carried at fair value were $604,000.  Mortgage servicing rights are valued by an independent third party that is active in purchasing and selling these instruments.  Net impairment reflected in other income totaled $292,000 and $727,000 for the three and six months ended June 30, 2016.  Net impairment (recovery) reflected in other income totaled $(206,000) and $(45,000) for the three and six months ended June 30, 2015.  The value reflects the characteristics of the underlying loans.  

At June 30, 2016, other real estate owned, carried at fair value, which is measured for impairment using the fair value of the property less estimated selling costs, and had a net carrying amount of $1.0 million, with a valuation allowance of $1.0 million. This resulted in a recovery of $(27,000) and $(26,000) during the three and six months ended June 30, 2016.  At June 30, 2015, other real estate owned, carried at fair value, which is measured for impairment using the fair value of the property less estimated selling costs, and had a net carrying amount of $1.8 million with a valuation allowance of $1.2 million. This resulted in additional expenses of $42,000 and $123,000 during the three and six months ended June 30, 2015. At December 31, 2015, other real estate owned had a net carrying amount of $2.0 million, with a valuation allowance of $1.2 million.

39


The following table presents quantitative information about Level 3 fair value measurements for financial instruments measured at fair value on a nonr ecurring basis at June 30, 2016:

 

 

 

Fair Value

 

 

Valuation Technique(s)

 

Unobservable Input(s)

 

Range     (Weighted Average)

Impaired loans:

 

 

 

 

 

 

 

 

 

 

Commercial loans

 

 

 

 

 

 

 

 

 

 

Nonresidential

 

$

6,355

 

 

Sales comparison approach

 

Adjustment for differences between comparable sales

 

0.00%-35.00%  (14.14%)

Secured

 

 

519

 

 

Sales comparison approach

 

Adjustment for differences between comparable sales

 

0.00%-27.47%  (13.74%)

Residential loans

 

 

 

 

 

 

 

 

 

 

One-to four-family residential

 

 

748

 

 

Sales comparison approach

 

Adjustment for differences between comparable sales

 

0.00%-10.77%  (4.27%)

Consumer loans

 

 

 

 

 

 

 

 

 

 

Home Equity

 

 

92

 

 

Sales comparison approach

 

Adjustment for differences between comparable sales

 

0.00%-17.85%  (8.93%)

Auto

 

 

3

 

 

Sales comparison approach

 

Adjustment for differences between comparable sales

 

0.00%-10.00%  (10.00%)

Marine

 

 

163

 

 

Sales comparison approach

 

Adjustment for differences between comparable sales

 

0.00%-37.00%  (37.00%)

Recreational vehicle

 

 

318

 

 

Sales comparison approach

 

Adjustment for differences between comparable sales

 

0.00%-37.00%  (37.00%)

Other real estate owned, net

 

 

 

 

 

 

 

 

 

 

Commercial loans

 

 

 

 

 

 

 

 

 

 

Construction loans

 

 

749

 

 

Sales comparison approach

 

Adjustment for differences between comparable sales

 

0.00%-50.00%  (21.71%)

Residential loans

 

 

 

 

 

 

 

 

 

 

One-to four-family residential

 

 

290

 

 

Sales comparison approach

 

Adjustment for differences between comparable sales

 

0.00%-40.50%  (15.51%)

 

40


The following table presents quantitative information about Level 3 fair value measurements for financial instruments measured at fair value on a nonrecurring basis at December 31, 2015:

 

 

 

Fair Value

 

 

Valuation Technique(s)

 

Unobservable Input(s)

 

Range     (Weighted Average)

Impaired loans:

 

 

 

 

 

 

 

 

 

 

Commercial loans

 

 

 

 

 

 

 

 

 

 

Nonresidential

 

$

2,857

 

 

Sales comparison approach

 

Adjustment for differences between comparable sales

 

9.19%-12.38%  (10.79%)

Land

 

 

175

 

 

Sales comparison approach

 

Adjustment for differences between comparable sales

 

0.00%-27.47%  (13.74%)

Residential loans

 

 

 

 

 

 

 

 

 

 

One-to four-family residential

 

 

1,493

 

 

Sales comparison approach

 

Adjustment for differences between comparable sales

 

0.00%-10.77%  (4.27%)

Consumer loans

 

 

 

 

 

 

 

 

 

 

Home Equity

 

 

392

 

 

Sales comparison approach

 

Adjustment for differences between comparable sales

 

0.00%-17.85%  (8.93%)

Other real estate owned:

 

 

 

 

 

 

 

 

 

 

Commercial loans

 

 

 

 

 

 

 

 

 

 

Construction loans

 

 

785

 

 

Sales comparison approach

 

Adjustment for differences between comparable sales

 

0.00%-50.00%  (21.71%)

Nonresidential loans

 

 

175

 

 

Sales comparison approach

 

Adjustment for differences between comparable sales

 

40.00%-60.00%  (50.00%)

Residential loans

 

 

 

 

 

 

 

 

 

 

One-to four-family residential

 

 

1,088

 

 

Sales comparison approach

 

Adjustment for differences between comparable sales

 

0.00%-40.50%  (15.51%)

Auto loans were excluded from the table above as their value is considered immaterial.

The Company has elected the fair value option for newly originated residential mortgage and permanent construction loans held for sale.  These loans are intended for sale and the Company believes that fair value is the best indicator of the resolution of these loans.  Interest income is recorded based on the contractual terms of the loan and in accordance with the Company’s policy on loans held for investment.  None of these loans are 90 or more days past due nor on nonaccrual status as of June 30, 2016.  

 

 

 

June 30, 2016

 

 

December 31, 2015

 

 

 

(Dollars in thousands)

 

Aggregate fair value

 

$

42,919

 

 

$

26,716

 

Contractual balance

 

 

39,751

 

 

 

25,197

 

Gain (loss)

 

 

3,168

 

 

 

1,519

 

 

The total amount of gains and losses from changes in fair value included in earnings for the three and six months ended June 30, 2016 and 2015 for loans held for sale, at fair value were:

 

 

 

For the Three Months Ended

 

 

For the Six Months Ended

 

 

 

June 30, 2016

 

 

June 30, 2015

 

 

June 30, 2016

 

 

June 30, 2015

 

 

 

(Dollars in thousands)

 

Interest  income

 

$

 

 

$

 

 

$

 

 

$

 

Interest expense

 

 

 

 

 

 

 

 

 

 

 

 

Change in fair value

 

 

845

 

 

 

(146

)

 

 

1,649

 

 

 

415

 

Total change in fair value

 

$

845

 

 

$

(146

)

 

$

1,649

 

 

$

415

 

 

41


In accordance with U.S. GAAP, the carrying value and estimated fair values of financial instruments at June 30, 2016 and December 31, 2015, were as follows:

 

 

 

 

 

 

Fair Value Measurements at June 30, 2016 Using:

 

 

June 30,

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Carrying Value

 

 

(Level 1)

 

 

(Level 2)

 

 

(Level 3)

 

 

(Dollars in thousands)

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

$

41,187

 

 

$

41,187

 

 

$

 

 

$

 

Available for sale securities

 

367,202

 

 

 

 

 

 

367,202

 

 

 

 

Held to maturity securities

 

107,505

 

 

 

 

 

 

105,336

 

 

 

4,326

 

Loans held for sale

 

928

 

 

 

 

 

 

991

 

 

 

 

Loans held for sale, at fair value

 

42,919

 

 

 

 

 

 

9,314

 

 

 

33,605

 

Loans, net

 

1,398,106

 

 

 

 

 

 

 

 

 

1,408,715

 

FHLB stock

 

18,068

 

 

n/a

 

 

n/a

 

 

n/a

 

Accrued interest receivable

 

6,434

 

 

 

 

 

 

2,095

 

 

 

4,339

 

Interest rate caps

 

 

 

 

 

 

 

 

 

 

 

Purchased certificate of deposit option

 

879

 

 

 

 

 

 

879

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposits:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Checking, savings and money market accounts

 

(1,025,199

)

 

 

(1,025,199

)

 

 

 

 

 

 

Certificates of deposit

 

(430,547

)

 

 

 

 

 

(434,078

)

 

 

 

FHLB advances

 

(343,365

)

 

 

 

 

 

(343,465

)

 

 

 

Repurchase agreements and other

 

(523

)

 

 

 

 

 

(530

)

 

 

 

Advance payments by borrowers for taxes and insurance

 

(19,599

)

 

 

(19,599

)

 

 

 

 

 

 

Accrued interest payable

 

(99

)

 

 

 

 

 

(99

)

 

 

 

Written certificate of deposit option

 

(879

)

 

 

 

 

 

(879

)

 

 

 

 

 

 

 

 

 

Fair Value Measurements at December 31, 2015 Using:

 

 

December 31,

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Carrying Value

 

 

(Level 1)

 

 

(Level 2)

 

 

(Level 3)

 

 

(Dollars in thousands)

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

$

35,910

 

 

$

35,910

 

 

$

 

 

$

 

Available for sale securities

 

357,670

 

 

 

 

 

 

357,670

 

 

 

 

Held to maturity securities

 

110,699

 

 

 

 

 

 

108,536

 

 

 

1,108

 

Loans held for sale

 

9,085

 

 

 

 

 

 

9,207

 

 

 

 

Loans held for sale, at fair value

 

26,716

 

 

 

 

 

 

 

 

 

26,716

 

Loans, net

 

1,316,192

 

 

 

 

 

 

 

 

 

1,322,338

 

FHLB stock

 

18,068

 

 

n/a

 

 

n/a

 

 

n/a

 

Accrued interest receivable

 

5,978

 

 

 

 

 

 

2,276

 

 

 

3,702

 

Interest rate caps

 

3

 

 

 

 

 

 

 

 

 

3

 

Purchased certificate of deposit option

 

805

 

 

 

 

 

 

805

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposits:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Checking, savings and money market accounts

 

(980,783

)

 

 

(980,783

)

 

 

 

 

 

 

Certificates of deposit

 

(454,960

)

 

 

 

 

 

(459,433

)

 

 

 

FHLB advances

 

(278,975

)

 

 

 

 

 

(279,053

)

 

 

 

Repurchase agreements and other

 

(535

)

 

 

 

 

 

(548

)

 

 

 

Advance payments by borrowers for taxes and insurance

 

(21,174

)

 

 

(21,174

)

 

 

 

 

 

 

Accrued interest payable

 

(53

)

 

 

 

 

 

(53

)

 

 

 

Written certificate of deposit option

 

(805

)

 

 

 

 

 

(805

)

 

 

 

 

42


The methods and assumptions, not previously presented, used to estimate fair values are described as follows:

(a) Cash and Cash Equivalents

The carrying amounts of cash and short-term instruments approximate fair values and are classified as Level 1.

(b) FHLB Stock

It is not practical to determine the fair value of FHLB stock due to restrictions placed on its transferability.

(c) Held to maturity securities

Fair values for held to maturity securities are based on quoted market prices, where available. If quoted market prices are not available, fair values are based on quoted market prices of comparable instruments. For securities where quoted prices or market prices of similar securities are not available, fair values are calculated using discounted cash flows.

(d) Loans

Fair values of loans, excluding loans held for sale, are estimated as follows: for variable rate loans that reprice frequently and with no significant change in credit risk, fair values are based on carrying values resulting in a Level 3 classification; fair values for other loans are estimated using discounted cash flow analyses, using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality resulting in a Level 3 classification; and impaired loans are valued at the lower of cost or fair value as described previously. The methods utilized to estimate the fair value of loans do not necessarily represent an exit price.

(e) Deposits

The fair values disclosed for demand deposits (e.g., interest and non-interest checking, savings, and certain types of money market accounts) are, by definition, equal to the amount payable on demand at the reporting date (i.e., their carrying amount) resulting in a Level 1 classification. The carrying amounts of variable rate, fixed-term money market accounts approximate their fair values at the reporting date resulting in a Level 1 classification. Fair values for fixed and variable rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates of deposit to a schedule of aggregated expected monthly maturities on time deposits resulting in a Level 2 classification.

(f) Other Borrowings

Short-term borrowings, generally maturing within 90 days, approximate their fair values resulting in a Level 2 classification. The fair values of Home Savings long-term borrowings are estimated using discounted cash flow analyses based on the current borrowing rates for similar types of borrowing arrangements resulting in a Level 2 classification.

(g) Accrued Interest Receivable/Payable

The carrying amounts of accrued interest approximate fair value resulting in a Level 2 or Level 3 classification, depending on the classification of the underlying asset or liability.

(h) Off-balance Sheet Instruments

Fair values for off-balance sheet, credit-related financial instruments are based on fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the counterparties’ credit standing. The fair value of commitments is not material.

 

 

43


 

9.

STATEMENT OF CASH FLOWS SUPPLEMENTAL DISCLOSURE

Supplemental disclosures of cash flow information are summarized below.

 

 

For the Six Months Ended

June 30,

 

 

2016

 

 

2015

 

 

(Dollars in thousands)

 

Supplemental disclosures of cash flow information

 

 

 

 

 

 

 

Cash paid  during the period for:

 

 

 

 

 

 

 

Interest on deposits and borrowings

$

4,166

 

 

$

4,372

 

Income taxes

 

150

 

 

 

100

 

Supplemental schedule of noncash activities:

 

 

 

 

 

 

 

Transfers from loans to real estate owned and other repossessed assets

 

534

 

 

 

1,606

 

 

 

 

10.

EARNINGS PER SHARE

The Company has granted stock compensation awards with nonforfeitable dividend rights which are considered participating securities. As such, earnings per share is computed using the two-class method as required by ASC 206-10-45. Basic earnings per common share is computed by dividing net income allocated to common shareholders by the weighted average number of common shares outstanding during the period which excludes the participating securities. Diluted earnings per common share includes the dilutive effect of additional potential common shares from stock compensation awards, but also excludes awards considered participating securities. No stock options were anti-dilutive for the three months ended June 30, 2016 and stock options for 74,058 shares were anti-dilutive for the three months ended June 30, 2015.  71,391 stock options were anti-dilutive for the six months ended June 30, 2016 and stock options for 74,058 shares were anti-dilutive for the six months ended June 30, 2015.

 

 

For the Three Months Ended

June 30,

 

 

For the Six Months Ended

June 30,

 

 

2016

 

 

2015

 

 

2016

 

 

2015

 

 

(Dollars in thousands, except per share data)

 

Net income per consolidated statements of income

$

5,330

 

 

$

4,125

 

 

$

8,650

 

 

$

7,811

 

Net income allocated to participating securities

 

(40

)

 

 

(25

)

 

 

(55

)

 

 

(39

)

Net income allocated to common stock

$

5,290

 

 

$

4,100

 

 

$

8,595

 

 

$

7,772

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per common share computation:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Distributed earnings allocated to common stock

$

1,180

 

 

$

490

 

 

$

2,368

 

 

$

979

 

Undistributed earnings allocated to common stock

 

4,110

 

 

 

3,610

 

 

 

6,227

 

 

 

6,793

 

Net income allocated to common stock

$

5,290

 

 

$

4,100

 

 

$

8,595

 

 

$

7,772

 

Weighted average common shares outstanding, including shares

   considered participating securities

 

47,223

 

 

 

48,649

 

 

 

47,405

 

 

 

48,968

 

Less: Average participating securities

 

(354

)

 

 

(290

)

 

 

(299

)

 

 

(244

)

Weighted average shares

 

46,869

 

 

 

48,359

 

 

 

47,106

 

 

 

48,724

 

Basic earnings per common share

$

0.11

 

 

$

0.08

 

 

$

0.18

 

 

$

0.16

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per common share computation:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income allocated to common stock

$

5,290

 

 

$

4,100

 

 

$

8,595

 

 

$

7,772

 

Weighted average common shares outstanding for basic

   earnings per common share

 

46,869

 

 

 

48,359

 

 

 

47,106

 

 

 

48,724

 

Add: Dilutive effects of assumed exercises of stock options

 

248

 

 

 

275

 

 

 

247

 

 

 

273

 

Weighted average shares and dilutive potential common shares

 

47,117

 

 

 

48,634

 

 

 

47,353

 

 

 

48,997

 

Diluted earnings per common share

$

0.11

 

 

$

0.08

 

 

$

0.18

 

 

$

0.16

 

 

 

44


 

11.

OTHER COMPREHENSIVE INCOME (LOSS)

Other comprehensive income (loss) included in the consolidated statements of shareholders’ equity consists of unrealized gains and losses on available for sale securities, disproportional tax effects and changes in unrealized gains and losses on the postretirement liability. The change includes reclassification of net gains or (losses) and impairment charges on sales of securities of $233,000 and $0 for the three months ended June 30, 2016 and 2015, respectively and $386,000 and $11,000 for the six months ended June 30, 2016 and 2015, respectively.  Reclassifications also include amortization of unrealized gains on postretirement plan and accretion of unrealized loss on held to maturity securities.    

Other comprehensive income (loss) components and related tax effects for the three-month periods are as follows:

 

 

 

Unrealized

Gains (Losses)

on Securities

Available   for

Sale

 

 

Disproportionate

Tax Effect from

Securities

Available for

Sale

 

 

Losses on

Securities

Transferred

From

Available for

Sale

to Held to

Maturity

 

 

Unrealized

Gains (Losses)

from

Postretirement

Plan

 

 

Disproportionate

Tax Effect from

Postretirement

Plan

 

 

Total

 

June 30, 2016

 

(Dollars in thousands)

 

Balances at beginning of period,

   net of tax

 

$

3,937

 

 

$

(17,110

)

 

$

(926

)

 

$

650

 

 

$

511

 

 

$

(12,938

)

Other comprehensive income

   before reclassifications

 

 

4,594

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4,594

 

Amortization of unrealized gains

   of postretirement plan

   recognized in other

   comprehensive income

 

 

 

 

 

 

 

 

 

 

 

(181

)

 

 

 

 

 

(181

)

Accretion of unrealized losses of

   securities transferred from

   available for sale to held to

   maturity recognized in other

   comprehensive income

 

 

 

 

 

 

 

 

37

 

 

 

 

 

 

 

 

 

37

 

Reclassification adjustment for

   gains realized in income

 

 

(152

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(152

)

Net current period other

   comprehensive income

 

 

4,442

 

 

 

 

 

 

37

 

 

 

(181

)

 

 

 

 

 

4,298

 

Balances at end of period, net of

   tax

 

$

8,379

 

 

$

(17,110

)

 

$

(889

)

 

$

469

 

 

$

511

 

 

$

(8,640

)

 

 

 

Unrealized

Gains (Losses)

on Securities

Available for

Sale

 

 

Disproportionate

Tax Effect from

Securities

Available for

Sale

 

 

Unrealized

Gains (Losses)

from

Postretirement

Plan

 

 

Disproportionate

Tax Effect from Postretirement

Plan

 

 

Total

 

June 30, 2015

 

(Dollars in thousands)

 

Balances at beginning of period, net

   of tax

 

$

(425

)

 

$

(17,110

)

 

$

916

 

 

$

511

 

 

$

(16,108

)

Other comprehensive income

   before reclassifications

 

 

(5,937

)

 

 

 

 

 

 

 

 

 

 

 

(5,937

)

Reclassification adjustment for

   gains realized in income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net current period other

   comprehensive income

 

 

(5,937

)

 

 

 

 

 

 

 

 

 

 

 

(5,937

)

Balances at end of period, net of tax

 

$

(6,362

)

 

$

(17,110

)

 

$

916

 

 

$

511

 

 

$

(22,045

)

 

Other comprehensive income (loss) components and related tax effects for the six-month periods are as follows:

 

45


 

 

Unrealized

Gains (Losses)

on Securities

Available   for

Sale

 

 

Disproportionate

Tax Effect from

Securities

Available for

Sale

 

 

Losses on

Securities

Transferred

From

Available for

Sale

to Held to

Maturity

 

 

Unrealized

Gains (Losses)

from

Postretirement

Plan

 

 

Disproportionate

Tax Effect from

Postretirement

Plan

 

 

Total

 

June 30, 2016

 

(Dollars in thousands)

 

Balances at beginning of period,

   net of tax

 

$

(2,492

)

 

$

(17,110

)

 

$

(960

)

 

$

831

 

 

$

511

 

 

$

(19,220

)

Other comprehensive income

   before reclassifications

 

 

11,122

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

11,122

 

Amortization of unrealized gains

   of postretirement plan

   recognized in other

   comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

(362

)

 

 

 

 

 

(362

)

Accretion of unrealized losses of

   securities transferred from

   available for sale to held to

   maturity recognized in other

   comprehensive income

 

 

 

 

 

 

 

 

71

 

 

 

 

 

 

 

 

 

71

 

Reclassification adjustment for

   gains realized in income

 

 

(251

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(251

)

Net current period other

   comprehensive income

 

 

10,871

 

 

 

 

 

 

71

 

 

 

(362

)

 

 

 

 

 

10,580

 

Balances at end of period, net of

   tax

 

$

8,379

 

 

$

(17,110

)

 

$

(889

)

 

$

469

 

 

$

511

 

 

$

(8,640

)

 

 

 

Unrealized

Gains (Losses)

on Securities

Available for

Sale

 

 

Disproportionate

Tax Effect from

Securities

Available for

Sale

 

 

Unrealized

Gains (Losses)

from

Postretirement

Plan

 

 

Disproportionate

Tax Effect from

Postretirement

Plan

 

 

Total

 

June 30, 2015

 

(Dollars in thousands)

 

Balances at beginning of period, net

   of tax

 

$

(4,315

)

 

$

(17,110

)

 

$

916

 

 

$

511

 

 

$

(19,998

)

Other comprehensive income

   before reclassifications

 

 

(2,040

)

 

 

 

 

 

 

 

 

 

 

 

(2,040

)

Reclassification adjustment for

   gains realized in income

 

 

(7

)

 

 

 

 

 

 

 

 

 

 

 

(7

)

Net current period other

   comprehensive income

 

 

(2,047

)

 

 

 

 

 

 

 

 

 

 

 

(2,047

)

Balances at end of period, net of tax

 

$

(6,362

)

 

$

(17,110

)

 

$

916

 

 

$

511

 

 

$

(22,045

)

 

As of June 30, 2014, management concluded it was more likely than not that the Company’s net deferred tax asset (DTA) would be realized and accordingly determined a full deferred tax valuation allowance was no longer required. Upon reversal of the former full deferred tax valuation allowance as of June 30, 2014, certain disproportionate tax effects are retained in accumulated other comprehensive income (loss) totaling approximately a ($16.6) million loss. Almost the entire disproportionate tax effect is attributable to valuation allowance expense recorded through other comprehensive income (loss) on the tax benefit of losses sustained on the available for sale securities portfolio while the Company was in a full deferred tax valuation allowance. This valuation allowance was appropriately reversed through continuing operations at June 30, 2014, leaving the original expense in accumulated other comprehensive income (loss), where it will remain in accordance with the Company’s election of the “portfolio approach”, until such time as the Company would cease to have an available for sale security portfolio.

46


The following are significant amounts reclassified out of each component of accumulated comprehensive income (loss) for the three months ended June 30, 2016:

 

 

 

Amount Reclassified

 

 

Affected Line Item on

 

 

From Accumulated

 

 

the Statement Where

Details About Accumulated Other Comprehensive

 

Other Comprehensive

 

 

Net Income is

Income Components

 

Income

 

 

Presented

 

 

(Dollars in thousands)

 

 

 

Realized net gains on the sale of available for sale securities

 

$

233

 

 

Net gains   on securities   available for sale

 

 

 

(81

)

 

Tax expense

 

 

 

152

 

 

Net of tax

Amortization of postretirement benefits prior service costs

 

 

278

 

 

Reduction in salaries and employee benefits

 

 

 

(97

)

 

Tax expense

 

 

 

181

 

 

Net of tax

Total reclassification during the period

 

$

333

 

 

Increase to net income

 

The following is significant amounts reclassified out of each component of accumulated comprehensive income (loss) for the three months ended June 30, 2015:

 

 

 

Amount Reclassified

 

 

Affected Line Item on

 

 

From Accumulated

 

 

the Statement Where

Details About Accumulated Other Comprehensive

 

Other Comprehensive

 

 

Net Income is

Income Components

 

Income

 

 

Presented

 

 

(Dollars in thousands)

 

 

 

Realized net gains on the sale of available for sale securities

 

$

 

 

Net gains on securities   available for sale

 

 

 

 

 

Tax expense

Total reclassification during the period

 

$

 

 

Net of tax, increase to net income

 

The following are significant amounts reclassified out of each component of accumulated comprehensive income (loss) for the six months ended June 30, 2016:

 

 

 

Amount Reclassified

 

 

Affected Line Item on

 

 

From Accumulated

 

 

the Statement Where

Details About Accumulated Other Comprehensive

 

Other Comprehensive

 

 

Net Income is

Income Components

 

Income

 

 

Presented

 

 

(Dollars in thousands)

 

 

 

Realized net gains on the sale of available for sale securities

 

$

386

 

 

Net gains   on securities   available for sale

 

 

 

(135

)

 

Tax expense

 

 

 

251

 

 

Net of tax

Amortization of postretirement benefits prior service costs

 

 

556

 

 

Reduction in salaries and employee benefits

 

 

 

(194

)

 

Tax expense

 

 

 

362

 

 

Net of tax

Total reclassification during the period

 

$

613

 

 

Increase to net income

 

The following are significant amounts reclassified out of each component of accumulated comprehensive income (loss) for the six months ended June 30, 2015:

 

 

 

Amount Reclassified

 

 

Affected Line Item on

 

 

From Accumulated

 

 

the Statement Where

Details About Accumulated Other Comprehensive

 

Other Comprehensive

 

 

Net Income is

Income Components

 

Income

 

 

Presented

 

 

(Dollars in thousands)

 

 

 

Realized net gains on the sale of available for sale securities

 

$

11

 

 

Net gains on securities   available for sale

 

 

 

(4

)

 

Tax expense

Total reclassification during the period

 

$

7

 

 

Increase to net income

 

47


 

 

 

12.

REGULATORY CAPITAL REQUIREMENTS

Home Savings and United Community are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators that, if undertaken, could have a direct material effect on Home Savings and United Community. The regulations require Home Savings to meet specific capital adequacy guidelines in keeping with the regulatory framework for prompt corrective action that involve quantitative measures of Home Savings’ assets, liabilities, and certain off balance sheet items as calculated under regulatory accounting practices. Home Savings’ capital classification is also subject to qualitative judgments by the regulators about components of capital, risk weightings, and other factors.

The Basel III Capital Rules establish a common equity Tier 1 minimum capital requirement (4.5% of risk-weighted assets), a minimum Tier 1 capital to risk-based assets requirement (6% of risk-weighted assets) and assigns a risk weight (150%) to exposures that are more than 90 days past due or are on nonaccrual status and to certain commercial real estate facilities that finance the acquisition, development or construction of real property. The rules also require unrealized gains and losses on certain available-for-sale securities holdings to be included for purposes of calculating regulatory capital requirements unless a one-time opt-in or opt-out is exercised. In connection with the adoption of the Basel III Capital Rules, United Community and Home Savings elected to opt-out of the requirement to include most components of accumulated other comprehensive income in Common Equity Tier 1 .  The rule limits a banking organization’s capital distributions and certain discretionary bonus payments if the banking organization does not hold a “capital conservation buffer” consisting of 2.5% of common equity Tier 1 capital risk-based weighted assets in addition to the amount necessary to meeting its minimum risk-based capital requirements.

The capital conservation buffer requirement will be phased in beginning January 1, 2016 and ending January 1, 2019, when the full capital conservation buffer requirement will be effective. The capital conservation buffer for 2016 is 0.625%.  The final rule also implemented consolidated capital requirements.

Quantitative measures established by regulation for capital adequacy require Home Savings to maintain minimum ratios of Tier 1 (or Core) capital (as defined in the regulations) to average total assets (as defined) and of total risk-based capital (as defined) to risk-weighted assets (as defined).   United Community and Home Savings’ Common Equity Tier 1 capital consists of common stock and related paid-in capital, net of treasury stock, and retained earnings. Common Equity Tier 1 for both United Community and Home Savings is reduced by intangible assets, net of associated deferred tax liabilities and subject to transition provisions. Actual and regulatory required capital ratios for Home Savings, along with the dollar amount of capital implied by such ratios, are presented below.

 

 

June 30, 2016

 

 

 

 

 

 

 

 

To Be Well Capitalized

 

 

 

 

 

 

 

 

 

 

Minimum Capital

 

 

Under Prompt

 

 

 

 

 

 

 

 

 

 

Requirements For Capital

 

 

Corrective Action

 

 

Actual

 

 

Adequacy Purposes

 

 

Provisions

 

 

Amount

 

 

Ratio

 

 

Amount

 

 

Ratio

 

 

Amount

 

 

Ratio

 

 

(Dollars in thousands)

 

Total capital (to risk-weighted assets)

$

254,269

 

 

 

18.56

%

 

$

118,136

 

 

 

8.625

%

 

$

136,970

 

 

 

10.00

%

Tier 1 capital (to risk-weighted assets)

 

237,110

 

 

 

17.31

%

 

 

90,742

 

 

 

6.625

%

 

 

109,576

 

 

 

8.00

%

Common equity Tier 1 capital (to risk-weighted

   assets)

 

237,110

 

 

 

17.31

%

 

 

70,197

 

 

 

5.125

%

 

 

89,030

 

 

 

6.50

%

Tier 1 capital (to average assets)**

 

237,110

 

 

 

11.69

%

 

 

81,166

 

 

 

4.000

%

 

 

101,457

 

 

 

5.00

%

 

 

 

December 31, 2015

 

 

 

 

 

 

 

 

To Be Well Capitalized

 

 

 

 

 

 

 

 

 

 

Minimum Capital

 

 

Under Prompt

 

 

 

 

 

 

 

 

 

 

Requirements

 

 

Corrective Action

 

 

Actual

 

 

Per Regulation

 

 

Provisions

 

 

Amount

 

 

Ratio

 

 

Amount

 

 

Ratio

 

 

Amount

 

 

Ratio

 

 

(Dollars in thousands)

 

Total capital (to risk-weighted assets)

$

240,697

 

 

 

18.72

%

 

$

102,879

 

 

 

8.00

%

 

$

128,599

 

 

 

10.00

%

Tier 1 capital (to risk-weighted assets)

 

224,486

 

 

 

17.46

%

 

 

77,159

 

 

 

6.00

%

 

 

102,879

 

 

 

8.00

%

Common equity Tier 1 capital (to risk-weighted

   assets)

 

224,486

 

 

 

17.46

%

 

 

57,869

 

 

 

4.50

%

 

 

83,589

 

 

 

6.50

%

Tier 1 capital (to average assets)**

 

224,486

 

 

 

11.46

%

 

 

78,347

 

 

 

4.00

%

 

 

97,934

 

 

 

5.00

%

48


**

Tier 1 Leverage Capital Ratio

Management believes that as of June 30, 2016 and December 31, 2015, Home Savings meets all capital adequacy requirements to which they were subject.  As of June 30, 2016 and December 31, 2015, Home Savings was considered well capitalized. There are no known conditions that would change this classification subsequent to June 30, 2016.  

 

The components of Home Savings’ regulatory capital are as follows:

 

 

June 30, 2016

 

 

December 31, 2015

 

Total shareholders' equity

$

240,638

 

 

$

220,872

 

Add (deduct)

 

 

 

 

 

 

 

Accumulated other comprehensive income

 

8,656

 

 

 

19,236

 

Intangible assets

 

(4

)

 

 

(12

)

Disallowed deferred tax assets

 

(12,180

)

 

 

(15,610

)

Disallowed capitalized mortgage loan servicing rights

 

 

 

 

 

Tier 1 Capital

 

237,110

 

 

 

224,486

 

Allowance for loan losses and allowance for unfunded lending commitments

   limited to 1.25% of total risk-weighted assets

 

17,159

 

 

 

16,211

 

Total risk-based capital

$

254,269

 

 

$

240,697

 

 

Actual and regulatory required consolidated capital ratios for United Community, along with the dollar amount of capital implied by such ratios, are presented below.

 

 

June 30, 2016

 

 

 

 

 

 

 

 

To Be Well Capitalized

 

 

 

 

 

 

 

 

 

 

Minimum Capital

 

 

Under Prompt

 

 

 

 

 

 

 

 

 

 

Requirements For Capital

 

 

Corrective Action

 

 

Actual

 

 

Adequacy Purposes

 

 

Provisions

 

 

Amount

 

 

Ratio

 

 

Amount

 

 

Ratio

 

 

Amount

 

 

Ratio

 

 

(Dollars in thousands)

 

Total capital (to risk-weighted assets)

$

264,264

 

 

 

19.28

%

 

$

118,237

 

 

 

8.625

%

 

$

137,086

 

 

 

10.00

%

Tier 1 capital (to risk-weighted assets)

 

247,092

 

 

 

18.02

%

 

 

90,820

 

 

 

6.625

%

 

 

109,669

 

 

 

8.00

%

Common equity Tier 1 capital (to risk-weighted

   assets)

 

247,092

 

 

 

18.02

%

 

 

70,257

 

 

 

5.125

%

 

 

89,106

 

 

 

6.50

%

Tier 1 capital (to average assets)**

 

247,092

 

 

 

12.16

%

 

 

81,261

 

 

 

4.000

%

 

 

101,577

 

 

 

5.00

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2015

 

 

 

 

 

 

 

 

To Be Well Capitalized

 

 

 

 

 

 

 

 

 

 

Minimum Capital

 

 

Under Prompt

 

 

 

 

 

 

 

 

 

 

Requirements For Capital

 

 

Corrective Action

 

 

Actual

 

 

Adequacy Purposes

 

 

Provisions

 

 

Amount

 

 

Ratio

 

 

Amount

 

 

Ratio

 

 

Amount

 

 

Ratio

 

 

(Dollars in thousands)

 

Total capital (to risk-weighted assets)

$

261,732

 

 

 

20.35

%

 

$

102,886

 

 

 

8.00

%

 

$

128,608

 

 

 

10.00

%

Tier 1 capital (to risk-weighted assets)

 

245,503

 

 

 

19.09

%

 

 

77,165

 

 

 

6.00

%

 

 

102,886

 

 

 

8.00

%

Common equity Tier 1 capital (to risk-weighted

   assets)

 

245,503

 

 

 

19.09

%

 

 

57,874

 

 

 

4.50

%

 

 

83,595

 

 

 

6.50

%

Tier 1 capital (to average assets)**

 

245,503

 

 

 

12.53

%

 

 

78,348

 

 

 

4.00

%

 

 

97,934

 

 

 

5.00

%

 

49


The components of United Community’s consolidated regulatory capital are as follows:

 

 

June 30, 2016

 

 

December 31, 2015

 

Total shareholders' equity

$

254,075

 

 

$

244,245

 

Add (deduct)

 

 

 

 

 

 

 

Accumulated other comprehensive income

 

8,640

 

 

 

19,220

 

Intangible assets

 

(937

)

 

 

(12

)

Disallowed deferred tax assets

 

(14,686

)

 

 

(17,950

)

Disallowed capitalized mortgage loan servicing rights

 

 

 

 

 

Tier 1 Capital

 

247,092

 

 

 

245,503

 

Allowance for loan losses and allowance for unfunded lending commitments

   limited to 1.25% of total risk-weighted assets

 

17,172

 

 

 

16,229

 

Total risk-based capital

$

264,264

 

 

$

261,732

 

 

 

 

13.

INCOME TAXES

Significant components of the deferred tax assets and liabilities are as follows:

 

 

June 30,

 

 

December 31,

 

 

2016

 

 

2015

 

 

(Dollars in thousands)

 

Deferred tax assets:

 

 

 

 

 

 

 

Loan loss reserves

$

6,010

 

 

$

6,199

 

Postretirement benefits

 

354

 

 

 

564

 

Depreciation

 

704

 

 

 

611

 

Other real estate owned valuation

 

351

 

 

 

430

 

Tax credits carryforward

 

1,246

 

 

 

951

 

Unrealized loss on securities available for sale

 

 

 

 

1,341

 

Unrealized loss on securities held to maturity

 

479

 

 

 

517

 

Interest on nonaccrual loans

 

908

 

 

 

834

 

Net operating loss carryforward

 

13,441

 

 

 

16,903

 

Purchase accounting adjustment

 

92

 

 

 

90

 

Accrued bonuses

 

571

 

 

 

723

 

Other

 

73

 

 

 

50

 

Deferred tax assets

 

24,229

 

 

 

29,213

 

Deferred tax liabilities:

 

 

 

 

 

 

 

Deferred loan fees

 

711

 

 

 

510

 

Federal Home Loan Bank stock dividends

 

4,585

 

 

 

4,585

 

Mortgage servicing rights

 

1,767

 

 

 

1,976

 

FHLB prepayment penalty

 

922

 

 

 

1,059

 

Unrealized gains on securities available for sale

 

4,512

 

 

 

 

Postretirement benefits accrual

 

253

 

 

 

447

 

Prepaid expenses

 

337

 

 

 

215

 

Deferred tax liabilities

 

13,087

 

 

 

8,792

 

Net deferred tax asset

$

11,142

 

 

$

20,421

 

 

As of June 30, 2016, the net DTA was $11.1 million, and as of December 31, 2015, the net DTA was $20.4 million.

The Company’s ultimate realization of the DTA is dependent upon the generation of future taxable income during the periods in which temporary differences become deductible. Management considers the nature and amount of historical and projected future taxable income, the scheduled reversal of deferred tax assets and liabilities, and available tax planning strategies in making this assessment. The amount of deferred taxes recognized could be impacted by changes to any of these variables.

United Community’s net operating loss of $38.4 million at June 30, 2016 will be carried forward to use against future taxable income. The net operating loss carryforwards begin to expire in the year ending December 31, 2030. In addition, United Community is carrying forward $1.2  million of alternative minimum tax credits. The alternative minimum tax credits are carried forward indefinitely.

50


 

 

 

14.

BUSINESS COMBINATION

On January 29, 2016, the Company completed the purchase of Forge Financial Services, Inc. d/b/a James & Sons Insurance Company of Youngstown, Ohio.  James & Sons Insurance is engaged in the business of selling insurance including auto, commercial, homeowners and life-health insurance.  Under the purchase agreement, the Company paid $1.5 million in stock and $360,000 in cash in connection with this acquisition.  There were $9,000 in acquisition related costs recognized for the six months ended June 30, 2016.  Total assets purchased were $2.3 million, including $1.6 million in goodwill and other intangible assets.  The Company is waiting for independent valuations to separate other intangible assets from goodwill.

 

 

51


ITEM 2. MANAGEMENT’S DI SCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

UNITED COMMUNITY FINANCIAL CORP.

 

 

 

For the Three Months Ended

June 30,

 

 

For the Six Months Ended

June 30,

 

Selected financial ratios and other data: (1)

 

2016

 

 

2015

 

 

2016

 

 

2015

 

Performance ratios:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Return on average assets (2)

 

 

1.04

%

 

 

0.88

%

 

 

0.86

%

 

 

0.84

%

Return on average equity (3)

 

 

8.63

%

 

 

6.73

%

 

 

6.98

%

 

 

6.36

%

Interest rate spread (4)

 

 

3.14

%

 

 

3.03

%

 

 

3.11

%

 

 

3.07

%

Net interest margin (5)

 

 

3.25

%

 

 

3.16

%

 

 

3.23

%

 

 

3.20

%

Noninterest expense to average assets

 

 

2.52

%

 

 

2.59

%

 

 

2.50

%

 

 

2.67

%

Efficiency ratio (6)

 

 

60.81

%

 

 

63.40

%

 

 

62.34

%

 

 

66.64

%

Average interest-earning assets to average interest-bearing

   liabilities

 

 

125.25

%

 

 

125.30

%

 

 

125.00

%

 

 

124.91

%

Capital ratios:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Average equity to average assets

 

 

12.09

%

 

 

13.02

%

 

 

12.25

%

 

 

13.17

%

Equity to assets, end of period

 

 

12.21

%

 

 

12.30

%

 

 

12.21

%

 

 

12.30

%

Tier 1 leverage ratio (Bank only)

 

 

11.69

%

 

 

11.94

%

 

 

11.69

%

 

 

11.94

%

Common equity Tier 1 capital (Bank only)

 

 

17.31

%

 

 

18.42

%

 

 

17.31

%

 

 

18.42

%

Tier 1 risk-based capital ratio (Bank only)

 

 

17.31

%

 

 

18.42

%

 

 

17.31

%

 

 

18.42

%

Total risk-based capital ratio (Bank only)

 

 

18.56

%

 

 

19.69

%

 

 

18.56

%

 

 

19.69

%

Asset quality ratios:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nonperforming loans to net loans at end of period (7)

 

 

1.45

%

 

 

1.55

%

 

 

1.45

%

 

 

1.55

%

Nonperforming assets to average assets (8)

 

 

1.07

%

 

 

1.19

%

 

 

1.09

%

 

 

1.20

%

Nonperforming assets to total assets at end of period

 

 

1.06

%

 

 

1.16

%

 

 

1.06

%

 

 

1.16

%

Allowance for loan losses as a percent of loans

 

 

1.21

%

 

 

1.36

%

 

 

1.21

%

 

 

1.36

%

Allowance for loan losses as a percent of nonperforming loans (7)

 

 

84.42

%

 

 

88.80

%

 

 

84.42

%

 

 

88.80

%

Texas ratio (9)

 

 

8.10

%

 

 

8.83

%

 

 

8.10

%

 

 

8.83

%

Total classified assets as a percent of Tier 1 Capital

   (Bank only)

 

 

17.38

%

 

 

15.82

%

 

 

17.38

%

 

 

15.82

%

Total classified loans as a percent of Tier 1 Capital and ALLL

   (Bank only)

 

 

15.57

%

 

 

13.30

%

 

 

15.57

%

 

 

13.30

%

Total classified assets as a percent of Tier 1 Capital and ALLL

   (Bank only)

 

 

16.21

%

 

 

14.70

%

 

 

16.21

%

 

 

14.70

%

Net chargeoffs as a percent of average loans

 

 

0.04

%

 

 

0.37

%

 

 

0.46

%

 

 

0.23

%

Total 90+ days past due as a percent of net loans

 

 

1.13

%

 

 

1.16

%

 

 

1.13

%

 

 

1.16

%

Per share data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per common share (10)

 

$

0.11

 

 

$

0.08

 

 

$

0.18

 

 

$

0.16

 

Diluted earnings per common share (10)

 

 

0.11

 

 

 

0.08

 

 

 

0.18

 

 

 

0.16

 

Book value per common share (11)

 

 

5.46

 

 

 

4.95

 

 

 

5.46

 

 

 

4.95

 

Tangible book value per common share (12)

 

 

5.43

 

 

 

4.95

 

 

 

5.43

 

 

 

4.95

 

Cash dividend per common share

 

 

0.025

 

 

 

0.010

 

 

 

0.050

 

 

 

0.020

 

Dividend payout ratio (13)

 

 

22.32

%

 

 

12.50

%

 

 

27.47

%

 

 

12.58

%

 

Notes:

1.

Ratios for the three and six-month periods are annualized where appropriate

2.

Net income divided by average total assets

3.

Net income divided by average total equity

4.

Difference between weighted average yield on interest-earning assets and weighted average cost of interest-bearing liabilities

5.

Net interest income as a percent of average interest-earning assets

6.

Noninterest expense, excluding the amortization of the core deposit intangible and prepayment penalty, divided by the sum of net interest income and noninterest income, excluding gains and losses on securities and gains and losses on foreclosed assets

7.

Nonperforming loans consist of nonaccrual loans and loans past due ninety days and still accruing

8.

Nonperforming assets consist of nonperforming loans, real estate owned and other repossessed assets

9.

Nonperforming assets divided by the sum of tangible common equity and the ALLL

10.

Net income divided by the number of basic or diluted shares outstanding

52


11.

Shareholders’ equity divided by number of shares outstanding

12.

Shareholders’ equity minus goodwill and core deposit intangible divided by number of shares outstanding

13.

Historical per share dividends declared and paid for the period divided by the diluted earnings per share for that year

Forward-Looking Statements

When used in this Form 10-Q, the words or phrases “will likely result,” “are expected to,” “plan to,” “will continue,” “is anticipated,” “estimate,” “project” or similar expressions are intended to identify “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to certain risks and uncertainties, including changes in economic conditions in United Community’s market area, changes in policies by regulatory agencies, fluctuations in interest rates, demand for loans in Home Savings’ market area and competition that could cause actual results to differ materially from results presently anticipated or projected. United Community cautions readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. United Community advises readers that the factors listed above could affect United Community’s financial performance and could cause United Community’s actual results for future periods to differ materially from any opinions or statements expressed with respect to future periods in any current statements. United Community undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made.

Material Changes in Financial Condition at June 30, 2016 and December 31, 2015

Total assets increased $92.6 million to $2.1 billion at June 30, 2016, compared to December 31, 2015. Contributing to the change were increases in net loans of $81.9 million, available for sale securities of $9.5 million and loans held for sale at fair value of $16.2 million.

Funds not currently utilized for general corporate purposes are invested in overnight funds. Cash and cash equivalents increased $5.3 million during the first six months of 2016.

The increase in available for sale securities was the result of purchases of approximately $38.8 million.  Partially offsetting this activity were maturities, paydowns and amortization of securities totaling $17.9 million and sales of $28.5 million.  The unrealized gain in the available for sale portfolio was $12.9 million at June 30, 2016, compared to an unrealized loss of $3.8 million at December 31, 2015.

Net loans increased $81.9 million during the first six months of 2016. The increase was a combination of growth in commercial real estate and commercial and industrial loans during the period. See Note 5 to the consolidated financial statements for additional information regarding the composition of net loans.

The allowance for loan losses is a valuation allowance for probable incurred credit losses established through a provision for loan losses charged to expense. The allowance for loan losses was $17.2 million at June 30, 2016, down from $17.7 million at December 31, 2015. The allowance for loan losses as a percentage of loans was 1.21% at June 30, 2016, compared to 1.33% at December 31, 2015. The allowance for loan losses as a percentage of nonperforming loans was 84.42% at June 30, 2016, compared to 105.76% at December 31, 2015. Loan losses are charged against the allowance when the uncollectability of a loan balance is confirmed. Subsequent recoveries, if any, are added back to the allowance. Home Savings’ allowance for loan loss methodology includes allowance allocations calculated in accordance with ASC Topic 310, “Receivables,” and allowance allocations calculated in accordance with ASC Topic 450, “Contingencies”. As of June 30, 2016, the Company evaluated 16 quarters of net charge-off history and applied this information to the current period.  This component is combined with the qualitative component to arrive at the loss factor, which is applied to the outstanding balance of homogenous loans.

During the first six months of 2016, the Company recorded a loan loss provision of $2.6 million. This recognition was primarily due to the growth of the loan portfolio and a loss recognized on a commercial real estate loan, partially offset by improvements in qualitative factors.  During the first quarter of 2016, the Company determined that an impairment charge to a specific loan was required. After a review of one long-held nonresidential commercial real estate loan, the Company concluded that this loan had become impaired because the borrower is unlikely to perform their obligation in accordance with the terms and conditions of the loan.  The Company took a charge of $2.2 million in the first quarter of 2016 to write the loan down to fair value.  In addition, a specific reserve was established to cover probable costs.  

A loan is considered impaired when there is a deterioration of the credit worthiness of the borrower to the extent that the collection of the full amount of principal and interest is no longer probable. The total outstanding balance of all impaired loans was $41.6 million at June 30, 2016 as compared to $39.7 million at December 31, 2015.

53


Included in impaired loans above are certain loans Home Savings considers to be troubled debt restructurings (TDR). A loan is considered a TDR if Home Savin gs grants a concession to a debtor experiencing financial difficulty, that it would otherwise not consider. The concession either stems from an agreement between the creditor and the debtor or is imposed by law or a court. If the debtor is not currently ex periencing financial difficulties, but would probably be in payment default in the future without the modification, then this type of restructure also could be considered a TDR.

TDR loans aggregated $28.6 million at June 30, 2016 compared to $26.3 million at December 31, 2015.  Of the $28.6 million at June 30, 2016, $21.6 million were performing loans according to their modified terms.  The remaining balance of TDR loans of $7.0 million were considered nonperforming.  

Nonperforming loans consist of nonaccrual loans and loans past due 90 days and still accruing. Nonperforming loans were $20.3 million, or 1.45% of net loans, at June 30, 2016, compared to $16.7 million, or 1.27% of net loans, at December 31, 2015.

Loans held for sale, carried at lower of cost or market, were $928,000 at June 30, 2016, compared to $9.1 million at December 31, 2015.  Loans held for sale, carried at fair value, were $42.9 million at June 30, 2016, compared to $26.7 million at December 31, 2015. The change was primarily attributable to the originations of permanent construction loans during the period.  These loans are not sold until construction of the residence is complete, which is usually within nine to ten months of origination.  Additionally, in the first quarter of 2016, Home Savings elected the fair value option for all newly originated fixed rate mortgage loans held for sale.  Home Savings continues to sell a majority of its newly originated fixed rate mortgage loans into the secondary market as part of its risk management strategy and anticipates continuing to do so in the future.

Real estate owned and other repossessed assets decreased $1.1 million, or 40.7%, during the six months ended June 30, 2016.  Real estate owned and other repossessed assets are recorded at the fair market value of the property less costs to sell. Appraisals are obtained at least annually on real estate properties that exceed $1.0 million in value. A valuation allowance may be established on any property to properly reflect the asset at fair value.  

Goodwill and other intangible assets increased $1.6 million during the first six months of 2016, due to the completion of the purchase of James & Sons Insurance Company announced on January 29, 2016.  

Bank Owned Life Insurance (BOLI) is maintained on select officers and employees of Home Savings whereby Home Savings is the beneficiary. BOLI is recorded at its cash surrender value, or the amount currently realizable. Increases in the Home Savings’ policy cash surrender value are tax exempt and death benefit proceeds received by Home Savings are tax-free. Income from these policies and changes in the cash surrender value are recorded in other income. There is no post-termination coverage, split dollar or other benefits provided to participants covered by the BOLI. Home Savings recognized $730,000 and $672,000, as other non-interest income based on the change in cash value of the policies in the six months ended June 30, 2016 and 2015, respectively.

Other assets decreased $10.5 million, largely due to the change in net deferred tax assets (DTA) during the first six months of 2016.  As of June 30, 2016, the net DTA was $11.1 million, compared to $20.4 million at December 31, 2015.  

Total deposits increased $20.0 million to $1.5 billion at June 30, 2016, compared to $1.4 billion at December 31, 2015.  Non-interest bearing accounts increased $8.7 million, or 3.8%.  During the same period, interest-bearing deposits increased $11.3 million, which can be attributed to Home Savings’ continued efforts in attracting public funds.  As of June 30, 2016, Home Savings had $126.6 million in public funds.  As of December 31, 2015, Home Savings had $91.3 million in public funds.        

FHLB advances increased from $279.0 million at December 31, 2015 to $343.4 million at June 30, 2016.  The change was due to an increase in overnight advances to help fund the growth of the balance sheet.

Advance payments by borrowers for taxes and insurance decreased $1.6 million during the first six months of 2016. Remittance of real estate taxes and property insurance made on behalf of customers of Home Savings accounted for $1.3 million of the decrease. In addition, funds held for payments received on loans sold where servicing was retained by Home Savings decreased $299,000 in the same period.

Shareholders’ equity increased $9.8 million to $254.1 million at June 30, 2016, from $244.2 million at December 31, 2015. During the first six months of the year, regular earnings and an increase in other comprehensive income of $10.6 million as a result of changes in the value of available for sale securities contributed to the increase. The Company continued its common share repurchase program, purchasing approximately 1.5 million shares having a cost of $9.1 million.  During the first six months of the year, the Company paid dividends of $2.4 million.  Also affecting the change, the Company issued 262,705 shares for the purchase of James & Sons Insurance.

54


Book value per common share as of June 30, 2016 was $ 5.46 as compared to $5.14 per common s hare as of December 31, 2015. Book value per share is calculated as total common equity divided by the number of common shares outstanding. Book value was impacted by the overall change in equity as mentioned above.

Material Changes in Results of Operations for the Three Months Ended

June 30, 2016 and June 30, 2015

Net Income. United Community recognized net income for the three months ended June 30, 2016, of $5.3 million, or $0.11 per diluted common share compared to net income of $4.1 million for the three months ended June 30, 2015, or $0.08 per diluted share.

The increase in earnings for the second quarter of 2016, compared to the same quarter last year, was primarily a result of higher net interest income, lower provision for loan losses and higher noninterest income, which was partially offset by higher non-interest expenses.  

Net Interest Income. Net interest income was $15.3 million in the second quarter of 2016 up from the $13.9 million recorded in the second quarter of 2015.  Net interest margin was 3.25% for the second quarter of 2016 compared to 3.16% in the second quarter of 2015.

Total interest income increased by $1.3 million in the second quarter of 2016 compared to the same period in 2015, to $17.4 million from $16.1 million. The increase is primarily a result of an increase in average net loans and loans held for sale.  Average net loans increased $179.2 million in the second quarter compared to the same period in 2015. Offsetting this growth, the yield on average net loans declined 19 basis points to 4.14% for the three months ended June 30, 2016 from 4.33% for the same period in 2015.  Interest income from net loans increased to $14.2 million for the quarter ended June 30, 2016 compared to $12.9 million for the same period in 2015, and income from loans held for sale increased to $363,000 for the quarter ended June 30, 2016 compared to $341,000 for the same period in 2015.  

Interest expense decreased by $195,000 in the second quarter of 2016 to $2.1 million compared to the same period in 2015. This decrease was due to an eleven basis point decline in the average cost of interest-bearing liabilities in the second quarter of 2016 primarily due to the prepayment of a repurchase agreement in the fourth quarter of 2015. Interest expense related to interest-bearing deposits was $1.5 million in the second quarter of 2016 compared to $1.6 million in the second quarter of 2015.  Expenses on FHLB advances and securities sold under repurchase agreements and other borrowings were $563,000 and $6,000 respectively in the second quarter of 2016 compared to $302,000 and $319,000 respectively for the same period in 2015.  

55


The following table shows the impact of interest rate and outstanding balance (volume) changes com pared to the second quarter of last year. The interest rate spread for the three months ended June 30 , 2016 and 2015, was 3.14 % and 3. 03 %, respectively. The net interest margin in creased nine basis points to 3.2 5 % for the three months ended June 30 , 2016 compared to 3. 16 % for the same period in 2015.

 

 

 

For the Three Months Ended

June 30,

 

 

 

2016 vs. 2015

 

 

 

Increase

 

 

Total

 

 

 

(decrease) due to

 

 

increase

 

 

 

Rate

 

 

Volume

 

 

(decrease)

 

 

 

(Dollars in thousands)

 

Interest earning assets:

 

 

 

 

 

 

 

 

 

 

 

 

Loans

 

$

(527

)

 

$

1,822

 

 

$

1,295

 

Loans held for sale

 

 

(17

)

 

 

39

 

 

 

22

 

Securities:

 

 

 

 

 

 

 

 

 

 

 

 

Available for sale-taxable

 

 

64

 

 

 

(961

)

 

 

(897

)

Available for sale-nontaxable

 

 

220

 

 

 

220

 

 

 

440

 

Held to maturity-taxable

 

 

262

 

 

 

262

 

 

 

524

 

Held to maturity-nontaxable

 

 

 

 

 

78

 

 

 

78

 

Federal Home Loan Bank stock

 

 

2

 

 

 

 

 

 

2

 

Other interest earning assets

 

 

5

 

 

 

(1

)

 

 

4

 

Total interest earning assets

 

$

9

 

 

$

1,459

 

 

$

1,468

 

Interest bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Interest bearing deposits:

 

 

 

 

 

 

 

 

 

 

 

 

Savings accounts

 

$

(7

)

 

$

1

 

 

$

(6

)

Checking accounts

 

 

(4

)

 

 

8

 

 

 

4

 

Certificates of deposit

 

 

(107

)

 

 

(34

)

 

 

(141

)

Federal Home Loan Bank advances:

 

 

 

 

 

 

 

 

 

 

 

 

Long-term advances

 

 

41

 

 

 

4

 

 

 

45

 

Short-term advances

 

 

118

 

 

 

98

 

 

 

216

 

Repurchase agreements and other

 

 

32

 

 

 

(345

)

 

 

(313

)

Total interest bearing liabilities

 

$

73

 

 

$

(268

)

 

 

(195

)

Change in net interest income

 

 

 

 

 

 

 

 

 

$

1,663

 

 

Provision for Loan Losses. A provision for loan losses is charged to income to bring the total allowance for loan losses to a level considered by management to be adequate, based on management’s evaluation of such factors as the delinquency status of loans, current economic conditions, the net realizable value of the underlying collateral, changes in the composition of the loan portfolio and prior loan loss experience. The Company recognized a loan loss provision of $395,000 in the second quarter of 2016, compared to $753,000 in the second quarter of 2015.  The decrease in provision expense during the second quarter of 2016 was driven by a decrease in quantitative factors offset by strong loan growth.  For the second quarter of 2016, net chargeoffs to average outstanding loans was four basis points on an annualized basis.  This compares to 37 basis points for the same period last year.

 

Noninterest Income. Non-interest income was $5.8 million in the second quarter of 2016 compared to $5.3 million in the second quarter of 2015.  Favorably impacting the change was the benefit of insurance agency income of $516,000 coupled with a 21.1% increase in debit/credit card fees along with a 59.7% increase in brokerage income.  The Company also recognized security gains of $233,000 in the quarter as the investment portfolio is realigned to include higher-yielding municipal securities.  Offsetting these gains were an increase in the valuation adjustment of mortgage servicing rights of $498,000 and, to a lesser extent, a decrease in mortgage banking income of $172,000.        

 

Noninterest Expense. Non-interest expense was $12.9 million for the second quarter of 2016, which represented an increase of $652,000, or 5.3%, from the second quarter of 2015.  Included in this increase were expenses of $307,000 related to the operation of the insurance agency acquired in January 2016.  The efficiency ratio continues to show improvement at 60.81% for the second quarter of 2016 as compared to 63.40% in the same time period last year.

56


Income Taxes . During the three months ended June 30 , 2016, the Company recognized a tax expense of $ 2.5 million on pre-tax income of $ 7.9 million, compare d to a tax expense of $ 2.0 million on pre-tax income of $ 6.2 million for the three months ended June 30 , 2015.  The primary reason for the variance was higher pre-tax income.

Material Changes in Results of Operations for the Six Months Ended

June 30, 2016 and June 30, 2015

Net Income. United Community recognized net income for the six months ended June 30, 2016, of $8.7 million, or $0.18 per diluted common share compared to net income of $7.8 million for the six months ended June 30, 2015, or $0.16 per diluted share.

The 10.7% increase in earnings for the first half of 2016, compared to the same period last year, was primarily a result of higher net interest income due to loan growth, the positive impact of the prepayment of a repurchase agreement and higher non-interest income.  These increases were offset partially by a higher provision for loan losses and higher non-interest expenses.    

Net Interest Income. Net interest income was $30.2 million in the first six months of 2016 up from the $27.7 million recorded in the first six months of 2015.  Net interest margin increased three basis points to 3.23% for the first half of 2016 compared to 3.20% in the first half of 2015.

Total interest income increased by $2.3 million in the first six months of 2016 compared to the same period in 2015, to $34.4 million from $32.1 million. The increase is a result of an increase in average net loans and loans held for sale, offset by lower yields received on these balances.  Average net loans increased $179.3 million in the first half of 2016 compared to the same period in 2015 and yields declined 23 basis points to 4.14% for the six months ended June 30, 2016 from 4.37% for the same period in 2015. Average loans held for sale increased $6.4 million in the first six months of 2016 compared to the same period in 2015, while yields declined to 3.81% for the six months ended June 30, 2016 from 4.24% for the same period in 2015. Interest income from net loans increased to $28.0 million for the six months ended June 30, 2016 compared to $25.6 million for the same period in 2015, and income from loans held for sale increased to $695,000 for the six months ended June 30, 2016 compared to $635,000 for the same period in 2015.  These increases were partially offset by a decline of $205,000 in income on available for sale and held to maturity securities.

Interest expense decreased by $202,000 in the first half of 2016 to $4.2 million compared to $4.4 million during the same period in 2015. This decrease was due to an eight basis point decline in the average cost of interest-bearing liabilities in the first half of 2016 primarily due to the prepayment of a repurchase agreement in the fourth quarter of 2015. Interest expense related to interest-bearing deposits was $3.1 million in the first six months of 2016 compared to $3.2 million in the first six months of 2015.  Expenses on FHLB advances and securities sold under repurchase agreements and other borrowings were $1.1 million and $11,000 respectively in the first six months of 2016 compared to $607,000 and $635,000 respectively for the same period in 2015.  

57


The following table shows the impact of interest rate and outstanding balance (volume ) changes compared to the first six months of last year. The interest rate spread for the six months ended June 30, 2016 and 2015, was 3.1 1 % and 3.07%, respectively. The net interest margin increased three basis points to 3.23% for the six months ended Ju ne 30, 2016 compared to 3.20% for the same period in 2015.

 

 

 

For the Six Months Ended

June 30,

 

 

 

2016 vs. 2015

 

 

 

Increase

 

 

Total

 

 

 

(decrease) due to

 

 

increase

 

 

 

Rate

 

 

Volume

 

 

(decrease)

 

 

 

(Dollars in thousands)

 

Interest earning assets:

 

 

 

 

 

 

 

 

 

 

 

 

Loans

 

$

(1,208

)

 

$

3,615

 

 

$

2,407

 

Loans held for sale

 

 

(52

)

 

 

112

 

 

 

60

 

Securities:

 

 

 

 

 

 

 

 

 

 

 

 

Available for sale-taxable

 

 

65

 

 

 

(1,889

)

 

 

(1,824

)

Available for sale-nontaxable

 

 

315

 

 

 

315

 

 

 

630

 

Held to maturity-taxable

 

 

550

 

 

 

551

 

 

 

1,101

 

Held to maturity-nontaxable

 

 

 

 

 

161

 

 

 

161

 

Federal Home Loan Bank stock

 

 

2

 

 

 

 

 

 

2

 

Other interest earning assets

 

 

15

 

 

 

(2

)

 

 

13

 

Total interest earning assets

 

$

(313

)

 

$

2,863

 

 

$

2,550

 

Interest bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Interest bearing deposits:

 

 

 

 

 

 

 

 

 

 

 

 

Savings accounts

 

$

(7

)

 

$

2

 

 

$

(5

)

Checking accounts

 

 

26

 

 

 

14

 

 

 

40

 

Certificates of deposit

 

 

(111

)

 

 

12

 

 

 

(99

)

Federal Home Loan Bank advances:

 

 

 

 

 

 

 

 

 

 

 

 

Long-term advances

 

 

134

 

 

 

8

 

 

 

142

 

Short-term advances

 

 

106

 

 

 

238

 

 

 

344

 

Repurchase agreements and other

 

 

(1

)

 

 

(623

)

 

 

(624

)

Total interest bearing liabilities

 

$

147

 

 

$

(349

)

 

 

(202

)

Change in net interest income

 

 

 

 

 

 

 

 

 

$

2,752

 

 

Provision for Loan Losses. A provision for loan losses is charged to income to bring the total allowance for loan losses to a level considered by management to be adequate, based on management’s evaluation of such factors as the delinquency status of loans, current economic conditions, the net realizable value of the underlying collateral, changes in the composition of the loan portfolio and prior loan loss experience. The Company recognized a loan loss provision of $2.5 million in the first six months of 2016, compared to $569,000 in the first six months of 2015.  The increase in provision expense during the first six months of 2016 was driven by strong loan growth.  Additionally, the Company recorded a charge of $2.2 million during the first quarter of 2016, related to one long-held nonresidential commercial real estate loan.  For the six months ended June 30, 2016, net chargeoffs to average outstanding loans was 46 basis points on an annualized basis.  This compares to 23 basis points for the same period last year.

Noninterest Income. Non-interest income was $10.4 million in the first half of 2016 compared to $9.4 million in the comparable period last year.  Positively impacting the comparison was the benefit of insurance agency income totaling $818,000.  Also contributing to the change was an increase of 11.7% of deposit related fees along with an increase of 28.9% in brokerage income and a 14.9% increase in debit/credit card fees, for a total of $698,000.  The first half also saw security gains totaling $386,000.  These increases were partially offset by a $772,000 negative valuation adjustment of mortgage servicing rights.

 

Noninterest Expense. Non-interest expense was $25.3 million for the six months ended June 30, 2016, which represented an increase of $435,000, or 1.7%, from the six months ended June 30, 2015.  As in the quarter to quarter comparison, the acquisition of the insurance company and its operating expenses to date of $517,000 negatively impacted the current six months.  After giving consideration to the new acquisition, non-interest expense was essentially flat, in comparison to the same period last year.  The efficiency ratio was 62.34% for the first six months of 2016 compared to 66.64% for the same period last year.

58


Income Taxes . During the six months ended June 30, 2016, the Company recognized a tax expense of $ 4.1 million on pre-tax income of $ 12.8 million, compared to a tax expense of $ 3.9 million on pre-tax income of $ 11.7 million for the six months ended June 30, 2015.  The primary reason for the variance wa s higher pre-tax income and the Company’s investment in non-taxable municipal securities.

Liquidity

United Community's liquidity, primarily represented by cash and cash equivalents, is a result of its operating, investing and financing activities.

The principal sources of funds for United Community are deposits, loan repayments, maturities of securities, borrowings from financial institutions, repurchase agreements and other funds provided by operations.  Home Savings also has the ability to borrow from the Federal Home Loan Bank.  While scheduled loan repayments and maturing investments are relatively predictable, deposit flows and early loan prepayments are more influenced by interest rates, general economic conditions and competition.  Investments in liquid assets maintained by United Community and Home Savings are based upon management's assessment of (1) the need for funds, (2) expected deposit flows, (3) yields available on short-term liquid assets, and (4) objectives of the asset and liability management program.  At June 30, 2016, approximately $220.4 million of Home Savings’ certificates of deposit were expected to mature within one year.  Based on past experience and Home Savings’ prevailing pricing strategies, management believes that a substantial percentage of such certificates will be renewed with Home Savings at maturity, although there can be no assurance that this will occur.

Home Savings’ Asset/Liability Committee (ALCO) is responsible for establishing and monitoring liquidity guidelines, policies and procedures.  ALCO uses a variety of methods to monitor the liquidity position of Home Savings including a liquidity analysis that measures potential sources and uses of funds over future time periods out to one year.  ALCO also performs contingency funding analyses to determine Home Savings’ ability to meet potential liquidity needs under stress scenarios that cover varying time horizons ranging from immediate to long-term.

At June 30, 2016, United Community had total on-hand liquidity, defined as cash and cash equivalents, unencumbered securities and additional FHLB borrowing capacity, of $450.0 million.

59


UNITED COMMUNITY FINANCIAL CORP.

AVERAGE BALANCE SHEETS

The following table presents the total dollar amounts of interest income and interest expense on the indicated amounts of average interest-earning assets or interest-bearing liabilities, together with the weighted average interest rates for the three months ended June 30, 2016 and 2015. Average balance calculations were based on daily balances.

 

 

 

For the Three Months Ended June 30,

 

 

 

2016

 

 

2015

 

 

 

Average

 

 

Interest

 

 

 

 

 

 

Average

 

 

Interest

 

 

 

 

 

 

 

outstanding

 

 

earned/

 

 

Yield/

 

 

outstanding

 

 

earned/

 

 

Yield/

 

 

 

balance

 

 

paid

 

 

rate

 

 

balance

 

 

paid

 

 

rate

 

 

 

(Dollars in thousands)

 

Interest earning assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loans (1)

 

$

1,369,683

 

 

$

14,186

 

 

 

4.14

%

 

$

1,190,446

 

 

$

12,891

 

 

 

4.33

%

Loans held for sale

 

 

37,521

 

 

 

363

 

 

 

3.87

%

 

 

33,268

 

 

 

341

 

 

 

4.10

%

Securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Available for sale-taxable

 

 

315,583

 

 

 

1,781

 

 

 

2.26

%

 

 

485,576

 

 

 

2,678

 

 

 

2.21

%

Available for sale-nontaxable (2)

 

 

42,394

 

 

 

440

 

 

 

4.15

%

 

 

 

 

 

 

 

 

%

Held to maturity-taxable

 

 

95,933

 

 

 

524

 

 

 

2.18

%

 

 

 

 

 

 

 

 

%

Held to maturity-nontaxable (2)

 

 

12,971

 

 

 

96

 

 

 

2.96

%

 

 

2,184

 

 

 

18

 

 

 

3.30

%

Federal Home Loan Bank stock

 

 

18,068

 

 

 

180

 

 

 

3.98

%

 

 

18,068

 

 

 

178

 

 

 

3.94

%

Other interest earning assets

 

 

18,978

 

 

 

15

 

 

 

0.32

%

 

 

22,928

 

 

 

11

 

 

 

0.19

%

Total interest earning assets

 

 

1,911,131

 

 

 

17,585

 

 

 

3.68

%

 

 

1,752,470

 

 

 

16,117

 

 

 

3.68

%

Non-interest earning assets

 

 

132,780

 

 

 

 

 

 

 

 

 

 

 

129,858

 

 

 

 

 

 

 

 

 

Total assets

 

$

2,043,911

 

 

 

 

 

 

 

 

 

 

$

1,882,328

 

 

 

 

 

 

 

 

 

Interest bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposits:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Checking accounts

 

$

505,284

 

 

 

261

 

 

 

0.21

%

 

$

489,690

 

 

 

257

 

 

 

0.21

%

Savings accounts

 

 

291,820

 

 

 

34

 

 

 

0.05

%

 

 

283,070

 

 

 

40

 

 

 

0.06

%

Certificates of deposit

 

 

434,053

 

 

 

1,201

 

 

 

1.11

%

 

 

445,707

 

 

 

1,342

 

 

 

1.20

%

Federal Home Loan Bank advances

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-term advances

 

 

47,237

 

 

 

307

 

 

 

2.60

%

 

 

46,458

 

 

 

262

 

 

 

2.26

%

Short-term advances

 

 

246,967

 

 

 

256

 

 

 

0.41

%

 

 

103,093

 

 

 

40

 

 

 

0.16

%

Repurchase agreements and other

 

 

527

 

 

 

6

 

 

 

4.55

%

 

 

30,550

 

 

 

319

 

 

 

4.18

%

Total interest bearing liabilities

 

$

1,525,888

 

 

 

2,065

 

 

 

0.54

%

 

$

1,398,568

 

 

 

2,260

 

 

 

0.65

%

Non-interest bearing liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-interest bearing deposits

 

 

241,098

 

 

 

 

 

 

 

 

 

 

 

209,174

 

 

 

 

 

 

 

 

 

Other non-interest bearing liabilities

 

 

29,751

 

 

 

 

 

 

 

 

 

 

 

29,467

 

 

 

 

 

 

 

 

 

Total non-interest bearing liabilities

 

 

270,849

 

 

 

 

 

 

 

 

 

 

 

238,641

 

 

 

 

 

 

 

 

 

Total liabilities

 

$

1,796,737

 

 

 

 

 

 

 

 

 

 

$

1,637,209

 

 

 

 

 

 

 

 

 

Shareholders’ equity

 

 

247,174

 

 

 

 

 

 

 

 

 

 

 

245,119

 

 

 

 

 

 

 

 

 

Total liabilities and equity

 

$

2,043,911

 

 

 

 

 

 

 

 

 

 

$

1,882,328

 

 

 

 

 

 

 

 

 

Net interest income and interest rate spread

 

 

 

 

 

$

15,520

 

 

 

3.14

%

 

 

 

 

 

$

13,857

 

 

 

3.03

%

Net interest margin

 

 

 

 

 

 

 

 

 

 

3.25

%

 

 

 

 

 

 

 

 

 

 

3.16

%

Average interest earning assets to average interest

   bearing liabilities

 

 

 

 

 

 

 

 

 

 

125.25

%

 

 

 

 

 

 

 

 

 

 

125.30

%

 

(1)

Nonaccrual loans are included in the average balance at a yield of 0%.

(2)

Yields are on a fully taxable equivalent basis.

 

 

60


The following table presents the total dollar amounts of interest income and interest expense on the indicated amounts of average interest-earning assets or interest-bearing liabilities, together with the w eighted average interest rates for the six months ended June 30, 2016 and 2015. Average balance calculations were based on daily balances.

 

 

 

For the Six Months Ended June 30,

 

 

 

2016

 

 

2015

 

 

 

Average

 

 

Interest

 

 

 

 

 

 

Average

 

 

Interest

 

 

 

 

 

 

 

outstanding

 

 

earned/

 

 

Yield/

 

 

outstanding

 

 

earned/

 

 

Yield/

 

 

 

balance

 

 

paid

 

 

rate

 

 

balance

 

 

paid

 

 

rate

 

 

 

(Dollars in thousands)

 

Interest earning assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loans (1)

 

$

1,350,474

 

 

$

27,988

 

 

 

4.14

%

 

$

1,171,195

 

 

$

25,581

 

 

 

4.37

%

Loans held for sale

 

 

36,440

 

 

 

695

 

 

 

3.81

%

 

 

29,969

 

 

 

635

 

 

 

4.24

%

Securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Available for sale-taxable

 

 

326,306

 

 

 

3,716

 

 

 

2.28

%

 

 

492,139

 

 

 

5,540

 

 

 

2.25

%

Available for sale-nontaxable (2)

 

 

30,362

 

 

 

630

 

 

 

4.15

%

 

 

 

 

 

 

 

 

%

Held to maturity-taxable

 

 

97,488

 

 

 

1,101

 

 

 

2.26

%

 

 

 

 

 

 

 

 

%

Held to maturity-nontaxable (2)

 

 

11,673

 

 

 

179

 

 

 

3.07

%

 

 

1,098

 

 

 

18

 

 

 

3.28

%

Federal Home Loan Bank stock

 

 

18,068

 

 

 

362

 

 

 

4.01

%

 

 

18,068

 

 

 

360

 

 

 

3.98

%

Other interest earning assets

 

 

18,554

 

 

 

30

 

 

 

0.32

%

 

 

21,652

 

 

 

17

 

 

 

0.16

%

Total interest earning assets

 

 

1,889,365

 

 

 

34,701

 

 

 

3.67

%

 

 

1,734,121

 

 

 

32,151

 

 

 

3.71

%

Non-interest earning assets

 

 

132,985

 

 

 

 

 

 

 

 

 

 

 

130,978

 

 

 

 

 

 

 

 

 

Total assets

 

$

2,022,350

 

 

 

 

 

 

 

 

 

 

$

1,865,099

 

 

 

 

 

 

 

 

 

Interest bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposits:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Checking accounts

 

$

493,318

 

 

 

527

 

 

 

0.21

%

 

$

479,513

 

 

 

487

 

 

 

0.20

%

Savings accounts

 

 

287,856

 

 

 

75

 

 

 

0.05

%

 

 

280,630

 

 

 

80

 

 

 

0.06

%

Certificates of deposit

 

 

440,756

 

 

 

2,506

 

 

 

1.14

%

 

 

438,738

 

 

 

2,605

 

 

 

1.19

%

Federal Home Loan Bank advances

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-term advances

 

 

47,140

 

 

 

596

 

 

 

2.53

%

 

 

46,360

 

 

 

454

 

 

 

1.96

%

Short-term advances

 

 

241,857

 

 

 

497

 

 

 

0.41

%

 

 

112,483

 

 

 

153

 

 

 

0.27

%

Repurchase agreements and other

 

 

530

 

 

 

11

 

 

 

4.15

%

 

 

30,552

 

 

 

635

 

 

 

4.16

%

Total interest bearing liabilities

 

$

1,511,457

 

 

 

4,212

 

 

 

0.56

%

 

$

1,388,276

 

 

 

4,414

 

 

 

0.64

%

Non-interest bearing liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-interest bearing deposits

 

 

234,714

 

 

 

 

 

 

 

 

 

 

 

202,648

 

 

 

 

 

 

 

 

 

Other non-interest bearing liabilities

 

 

28,346

 

 

 

 

 

 

 

 

 

 

 

28,539

 

 

 

 

 

 

 

 

 

Total non-interest bearing liabilities

 

 

263,060

 

 

 

 

 

 

 

 

 

 

 

231,187

 

 

 

 

 

 

 

 

 

Total liabilities

 

$

1,774,517

 

 

 

 

 

 

 

 

 

 

$

1,619,463

 

 

 

 

 

 

 

 

 

Shareholders’ equity

 

 

247,833

 

 

 

 

 

 

 

 

 

 

 

245,636

 

 

 

 

 

 

 

 

 

Total liabilities and equity

 

$

2,022,350

 

 

 

 

 

 

 

 

 

 

$

1,865,099

 

 

 

 

 

 

 

 

 

Net interest income and interest rate spread

 

 

 

 

 

$

30,489

 

 

 

3.11

%

 

 

 

 

 

$

27,737

 

 

 

3.07

%

Net interest margin

 

 

 

 

 

 

 

 

 

 

3.23

%

 

 

 

 

 

 

 

 

 

 

3.20

%

Average interest earning assets to average interest

   bearing liabilities

 

 

 

 

 

 

 

 

 

 

125.00

%

 

 

 

 

 

 

 

 

 

 

124.91

%

 

(1)

Nonaccrual loans are included in the average balance at a yield of 0%.

(2)

Yields are on a fully taxable equivalent basis.

 

61


ITEM 3. Quantita tive and Qualitativ e Disclosures About Market Risk.

Qualitative Aspects of Market Risk. The principal market risk affecting United Community is interest rate risk. United Community is subject to interest rate risk to the extent that its interest earning assets reprice differently than its interest bearing liabilities. Interest rate risk is defined as the sensitivity of United Community’s earnings and net asset values to changes in interest rates. As part of its efforts to monitor and manage the interest rate risk, the Board of Directors of Home Savings has adopted an interest rate risk policy that requires the Home Savings Board to review quarterly reports related to interest rate risk and to annually set exposure limits for Home Savings as a guide to management in setting and implementing day to day operating strategies.

Quantitative Aspects of Market Risk. As part of its interest rate risk analysis, Home Savings uses the net portfolio value (NPV) and net interest income methodology. Generally, NPV is the discounted present value of the difference between incoming cash flows on interest earning and other assets and outgoing cash flows on interest bearing and other liabilities. The application of the methodology attempts to quantify interest rate risk as the change in the NPV and net interest income that would result from various levels of theoretical basis point changes in market interest rates.

Home Savings uses an NPV and earnings simulation model prepared internally as its primary method to identify and manage its interest rate risk profile. The model is based on actual cash flows and repricing characteristics for all financial instruments and incorporates market-based assumptions regarding the impact of changing interest rates on future volumes and the prepayment rate of applicable financial instruments. Assumptions based on the historical behavior of deposit rates and balances in relation to changes in interest rates also are incorporated into the model. These assumptions inherently are uncertain and, as a result, the model cannot measure precisely NPV or net interest income or precisely predict the impact of fluctuations in interest rates on net interest rate changes as well as changes in market conditions and management strategies.

Presented below are analyses of Home Savings’ interest rate risk as measured by changes in NPV and net interest income for instantaneous and sustained parallel shifts of 100 basis point increments in market interest rates.  As noted, for the year ended December 31, 2015, and the quarter ended June 30, 2016, the percentage changes fall within the policy limits set by the Board of Directors of Home Savings as the minimum NPV ratio and the maximum change in interest income the Home Savings Board deems advisable in the event of various changes in interest rates. See the table below for Board adopted policy limits.

 

Quarter Ended June 30, 2016

 

NPV as % of portfolio value of assets

 

 

Next 12 months net interest income

 

 

 

 

 

 

 

 

(Dollars in thousands)

 

Change

in rates

(Basis points)

 

NPV Ratio

 

 

Internal

policy

limitations

 

 

Change

in %

 

 

Internal

policy

limitations

on NPV

Change

 

 

$ Change

 

 

Internal

policy

limitations

 

 

% Change

 

400

 

 

11.67

%

 

 

6.00

%

 

 

(0.97

)%

 

 

30.00

%

 

$

(5,765

)

 

 

(20.00

)%

 

 

(9.37

)%

300

 

 

12.30

%

 

 

6.00

%

 

 

(0.34

)%

 

 

25.00

%

 

 

(4,133

)

 

 

(15.00

)%

 

 

(6.72

)%

200

 

 

12.86

%

 

 

7.00

%

 

 

0.22

%

 

 

20.00

%

 

 

(2,519

)

 

 

(10.00

)%

 

 

(4.09

)%

100

 

 

13.07

%

 

 

7.00

%

 

 

0.43

%

 

 

15.00

%

 

 

(1,230

)

 

 

(5.00

)%

 

 

(2.00

)%

Static

 

 

12.64

%

 

 

9.00

%

 

 

%

 

 

0.00

%

 

 

 

 

 

%

 

 

%

 

Year Ended December 31, 2015

 

NPV as % of portfolio value of assets

 

 

Next 12 months net interest income

 

 

 

 

 

 

 

 

(Dollars in thousands)

 

Change

in rates

(Basis points)

 

NPV Ratio

 

 

Internal

policy

limitations

 

 

Change

in %

 

 

Internal

policy

limitations

on NPV

Change

 

 

$ Change

 

 

Internal

policy

limitations

 

 

% Change

 

400

 

 

11.91

%

 

 

6.00

%

 

 

(1.71

)%

 

 

30.00

%

 

$

(4,740

)

 

 

(20.00

)%

 

 

(7.95

)%

300

 

 

12.59

%

 

 

6.00

%

 

 

(1.03

)%

 

 

25.00

%

 

 

(3,585

)

 

 

(15.00

)%

 

 

(6.01

)%

200

 

 

13.19

%

 

 

7.00

%

 

 

(0.43

)%

 

 

20.00

%

 

 

(2,484

)

 

 

(10.00

)%

 

 

(4.16

)%

100

 

 

13.65

%

 

 

7.00

%

 

 

0.03

%

 

 

15.00

%

 

 

(1,365

)

 

 

(5.00

)%

 

 

(2.29

)%

Static

 

 

13.62

%

 

 

9.00

%

 

 

%

 

 

0.00

%

 

 

 

 

 

%

 

 

%

 

Due to a low interest rate environment, it was not meaningful to calculate results for a drop in interest rates.

62


As with any method of measuring interest rate risk, certain shortcomings are inherent in the above approach. For example, although certain assets and liabilities m ay have similar maturities or periods of repricing, they may react in different degrees to changes in market interest rates. Also, the interest rates on certain types of assets and liabilities may fluctuate in advance of changes in market interest rates, w hile interest rates on other types may lag behind changes in market rates. Further, in the event of a change in interest rates, expected rates of prepayment on loans and early withdrawal levels from certificates of deposit may deviate significantly from th ose assumed in making risk calculations.

Potential Impact of Changes in Interest Rates . Home Savings’ profitability depends to a large extent on its net interest income, which is the difference between interest income from loans and securities and interest expense on deposits and borrowings. Like most financial institutions, Home Savings’ short-term interest income and interest expense are affected significantly by changes in market interest rates and other economic factors beyond its control.

ITEM 4. Con trols and Procedures.

An evaluation was carried out by United Community’s management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of United Community’s disclosure controls and procedures (as defined in Rules 13a-15(e)/15d-15(e) of the Securities Exchange Act of 1934) as of June 30, 2016. Based on their evaluation, the Chief Executive Officer and Principal Accounting Officer have concluded that United Community’s disclosure controls and procedures as of June 30, 2016, were effective in ensuring that information required to be disclosed in the reports that United Community files or submits under the Exchange Act (i) was recorded, processed, summarized and reported on a timely basis, including those controls and procedures designed to ensure that such information is accumulated and communicated to management, including United Community’s Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. During the quarter ended June 30, 2016, there were no changes in United Community’s internal controls over financial reporting that have materially affected or are reasonably likely to materially affect United Community’s internal controls over financial reporting.

 

 

 

63


PART II. OTHER INFORMATION

UNITED COMMUNITY FINANCIAL CORP.

ITEM 1. Legal Proceedings.

United Community and its subsidiaries are parties to litigation arising in the normal course of business. While it is impossible to determine the ultimate resolution of these contingent matters, management believes any resulting liability would not have a material effect upon United Community’s financial statements.

ITEM 1A. Risk Factors.

There have been no significant changes in United Community’s risk factors as outlined in United Community’s Annual Report on Form 10-K for the year ended December 31, 2015.  The risk factors described in the Annual Report on Form 10-K are not the only risks facing the Company.  Additional risks and uncertainties not currently known to the Company or that management currently deems to be immaterial also may materially adversely affect the Company’s business, financial condition and/or operating results.  Moreover, the Company undertakes no obligation and disclaims any intention to publish revised information or updates to forward-looking statements contained in such risk factors or in any other statement made at any time by the Company or any of its directors, officers, employees or other representatives, unless and until any such revisions or updates are expressly required to be disclosed by securities laws or regulations.

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

 

(a)

Not applicable.

 

(b)

Not applicable

 

(c)

The following table provides information concerning purchases of United Community’s common shares made by United Community during the three months ended June 30, 2016:

 

Period

 

Total number of

common shares   purchased

 

 

Average price paid

per common share

 

 

Total number of

common shares

purchased as part of

publicly announced

plans

 

 

Maximum number

of shares that may

yet be purchased

under the plan

 

April 1 through April 30, 2016 (1)

 

 

67,952

 

 

$

5.95

 

 

 

43,800

 

 

 

2,772,448

 

May   1 through May 31, 2016

 

 

352,068

 

 

$

6.04

 

 

 

352,068

 

 

 

2,420,380

 

June 1 through June 30, 2016

 

 

669,645

 

 

$

5.99

 

 

 

669,646

 

 

 

1,750,734

 

Total

 

 

1,089,665

 

 

$

6.00

 

 

 

1,065,514

 

 

 

1,750,734

 

 

(1)

In April 2016, United Community purchased 24,152 shares at an average price of $5.91 per share from employees that used shares to pay employment taxes during the period.  The purchase of these shares was not part of United Community’s share repurchase program.  

(2)

United Community’s stock repurchase program was publicly announced on December 29, 2014 in a press release, which can be found in United Community’s Form 8-K filed on December 29, 2014.  The repurchase program initially permitted the purchase of up to 2,500,000 shares.  On May 2, 2016, United Community publicly announced in a press release that United Community’s board of directors has authorized the purchase of another 2,500,000 share pursuant to the stock repurchase program.  This press release can be found in United Community’s Form 8-K filed on May 2, 2016.  There is no expiration date or specified purchase price for the plan.  

ITEM 3. Defaults Upon Senior Securities

Not Applicable

ITEM 4.  Mine Safety Disclosures

Not applicable

ITEM 5.  Other Information

Not applicable

 

 

 

64


IT EM 6. Exhibits.

 

Exhibit Number

  

Description

 

    3.1

  

 

Articles of Incorporation (reflecting all amendments filed with the Ohio Secretary of State) [for purposes of SEC reporting compliance only – not filed with the Ohio Secretary of State]

 

    3.2

  

 

Amended Code of Regulations

 

  31.1

  

 

Section 302 Certification by Chief Executive Officer

 

  31.2

  

 

Section 302 Certification by Principal Accounting Officer

 

  32

  

 

Section 1350 Certifications by Chief Executive Officer and Chief Financial Officer

 

101

  

 

The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Financial Condition, (ii) the Consolidated Statements of Operations and Comprehensive Income (Loss), (iii) the Consolidated Statements of Changes in Shareholders’ Equity, (iv) the Consolidated Statements of Cash Flows and (v) the Notes to Unaudited Consolidated Financial Statements.

 

 

 

65


UNITED COMMUNITY FINANCIAL CORP.

SIGNATURES

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

 

 

 

 

UNITED COMMUNITY FINANCIAL CORP.

 

Date: August 5, 2016

 

 

 

/s/ Gary M. Small  

 

 

 

Gary M. Small

President and Chief Executive Officer

 

 

 

(Principal Executive Officer)

 

Date: August 5, 2016

 

 

 

/s/ Timothy W. Esson  

 

 

 

Timothy W. Esson

Executive Vice President and Chief Financial Officer

 

 

 

(Principal Financial Officer)

 

 

 

66


UNITED COMMUNITY FINANCIAL CORP.

Exhibit 3.2

Incorporated by reference to the 1998 Form 10-K filed by United Community on March 31, 1999 with the SEC, film number 99582343, Exhibit 3.2.

 

67

 

Exhibit 3.1

ARTICLES OF INCORPORATION

OF

UNITED COMMUNITY FINANCIAL CORP.

(reflecting amendments through April 29, 2016)

[For purposes of SEC reporting compliance only]

FIRST : The name of the corporation shall be United Community Financial Corp.

SECOND : The place in Ohio where the principal office of the corporation is to be located is the City of Youngstown, County of Mahoning.

THIRD : The purpose for which the corporation is formed is to engage in any lawful act or activity for which corporations may be formed under Section 1701.01 to 1701.98, inclusive, of the Ohio Revised Code.

FOURTH : The authorized shares of the corporation shall be Five Hundred Million (500,000,000), Four Hundred Ninety Nine Million (499,000,000) of which shall be common shares, each without par value, and One Million (1,000,000) of which shall be preferred shares, each without par value.  The directors of the corporation may adopt an amendment to the Articles of Incorporation in respect of any unissued or treasury shares of any class and thereby fix or change:  the division of such shares into series and the designation and authorized number of each series; the dividend rate; the dates of payment of dividends and the dates from which they are cumulative; the liquidation price, the redemption rights and price; the sinking fund requirements; the conversion rights; and the restrictions on the issuance of share of any class or series.

PART B

CERTIFICATE OF DESIGNATIONS OF

MANDATORILY CONVERTIBLE, NON-CUMULATIVE

PREFERRED STOCK, SERIES A

Section 1. Designation and Number of Shares. There is hereby created out of the authorized and unissued shares of preferred stock of United Community Financial Corp., a Company  organized and existing under the laws of the State of Ohio (the “Company”), a series of preferred stock designated as the “Mandatorily Convertible Non-Cumulative Preferred Stock, Series A” (the “ Series A Preferred Stock ”). The number of shares constituting such series shall be 7,942. The Series A Preferred Stock shall have no par value.

Section 2. Ranking . The Series A Preferred Stock will, with respect to dividend rights and rights on liquidation, winding-up and dissolution, rank (i) on a parity with each other class or series of equity securities of the Company, if any, the terms of which do not expressly provide

 


 

that such class or series will rank senior or junior to the Series A Preferred Stock as to dividend rights and rights on liquidation, winding-up and dissolution of the Company (collectively referred to as “ Parity Securities ”), and (ii) senior to the Company’s common stock, no par value (the “ Common Stock ”), and each other class or series of capital stock outstanding or established after the Effective Date by the Company the terms of which expressly provide that it ranks junior to the Series A Preferred Stock as to dividend rights and/or as to rights on liquidation, winding-up and dissolution of the Company (collectively referred to as “ Junior Securities ”). The Company has the right to authorize and/or issue additional shares or classes or series of Junior Securities or Parity Securities without the consent of the Holders;   provided ,   however , that for as long as the Approval Date has not occurred and the Series A Preferred Stock remains outstanding, no preferred stock of the Company that would rank senior to the Series A Preferred Stock may be issued without, in each case, the express approval of the Holders of at least a majority of the issued and outstanding Series A Preferred Stock.

Section 3. Definitions . Unless the context or use indicates another meaning or intent, the following terms shall have the following meanings, whether used in the singular or the plural:

(a) Affiliate ” means, with respect to any Person, any Person directly or indirectly controlling, controlled by or under common control with, such other person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”) when used with respect to any Person, means the possession, directly or indirectly, of the power to cause the direction of management or policies of such person, whether through the ownership of voting securities, by contract or otherwise.

(b) Applicable Conversion Price ” means the Conversion Price in effect at any given time.

(c) Approval Date ” means, with respect to the shares of Series A Preferred Stock of any Holder, the day that is the fifth Business Day after the day on which the Company shall have obtained shareholder approval in the manner required by the NASDAQ Listing Standards for the Shareholder Proposal.

(d) Articles of Incorporation ” means the Articles of Incorporation  of the Company, as they may be amended from time to time.

(e) Base Price ” means $2,750.00.

(f) Base Value ” means the product of (x) the Base Price and (y) 50.

(g) Board of Directors ” means the board of directors of the Company.

(h) Business Day ” means any day other than a Saturday, Sunday or any other day on which banks in the State of Ohio are generally required or authorized by law to be closed.

(i) Certificate of Designation ” means this Certificate of Designation to designate the terms of Mandatorily Convertible Non-Cumulative Participating Preferred Stock, Series A, of United Community Financial Corp., dated March 8, 2013.

 


 

(j) Closing Price ” of the Common Stock (or other relevant capital stock or equity interest) on any date of determination means the closing sale price as reported in the composite transactions for the principal U.S. national or regional securities exchange on which the Common Stock (or other relevant capital stock or equity interest) is so listed or quoted, or, if no closing sale price is reported, the last reported sale price on the principal U.S. national or regional securities exchange on which the Common Stock (or other relevant capital stock or equity interest) is so listed or quoted, or if the Common Stock (or other relevant capital stock or equity interest) is not so listed or quoted on a U.S. national or regional securities exchange, the last quoted bid price for the Common Stock (or other relevant capital stock or equity interest) in the over-the-counter market as reported on the OTC Bulletin Board or by Pink Sheets LLC or similar organization, or, if that bid price is not available, the fair market value of a share of Common Stock (or other relevant capital stock or equity interest) as determined by an independent appraiser selected in good faith by the Company and reasonably acceptable to the Holder, the fees and expenses of which shall be paid by the Company.  

(k) Code of Regulations ” means the Amended and Restated Code of Regulations of the Company, as they may be amended from time to time.

If a Reorganization Event has occurred and (1) the Exchange Property consists only of shares of common stock, the “Closing Price” shall be based on the closing sale price per share of such common stock; (2) the Exchange Property consists only of cash, the “Closing Price” shall be the cash amount paid per share; and (3) the Exchange Property consists of securities, cash and/or other property, the “Closing Price” shall be based on the sum, as applicable, of (x) the closing sale price of such common stock, (y) the cash amount paid per share and (z) the value (as determined by the Board of Directors, acting in good faith, from time to time) of any other securities or property paid to the holders of the Common Stock in connection with the Reorganization Event.

(l) Common Stock ” has the meaning set forth in Section 2.

(m) Company ” means United Community Financial Corp., an Ohio Corporation.

(n) Company Common Stock ” has the meaning set forth in Section 2.

(o) Conversion Date ” means a Mandatory Conversion Date or a Reorganization Conversion Date.

(p) Conversion Price ” means for each share of Series A Preferred Stock, the Base Price, subject to adjustment as set forth herein.

(q) Dividend Payment Date ” has the meaning set forth in Section 4(a).

(r) Dividend Period ” has the meaning set forth in Section 4(a).

(s) Effective Date ” means the date on which shares of the Series A Preferred Stock are first issued.

(t) Exchange Property ” has the meaning set forth in Section 10(a).

 


 

(u) Holder ” means the Person in whose name the shares of the Series A Preferred Stock are registered, which may be treated by the Company as the absolute owner of the shares of Series A Preferred Stock for the purpose of making payment and settling conversions and for all other purposes.  

(v) Junior Securities ” has the meaning set forth in Section 2.

(w) Liquidation Preference ” means, as to the Series A Preferred Stock, $2,750 per share (as adjusted for any split, subdivision, combination, consolidation, recapitalization or similar event with respect to the Series A Preferred Stock).

(x) Mandatory Conversion Date ” means, with respect to shares of Series A Preferred Stock of any Holder, the Approval Date.

(y) Notice of Mandatory Conversion ” has the meaning set forth in Section 9(a).

(z) Original Issue Date ” means the date on which shares of Series A Preferred Stock are first issued.

(aa) Ownership Limit ” means 9.9% of any class of Voting Securities of the Company outstanding at the time of determination. Any calculation of a Holder’s percentage ownership of the outstanding Voting Securities of the Company for purposes of this definition shall be made in accordance with the relevant provisions of Regulation Y of the Board of Governors of the Federal Reserve System.

(bb) Parity Securities ” has the meaning set forth in Section 2.

(cc) Permitted Rights Offering ” shall mean an offering of Common Stock pursuant to subscription rights distributed pro rata to the existing holders of record of Common Stock as of the Business Day immediately prior to the Effective Date at a price per share of Common Stock of $2.75, and the associated declaration, issuance and exercise of the subscription rights with respect to such offering and shares of Common Stock issuable in connection with the exercise of any such rights;   provided   that the Company will use its reasonable best efforts to ensure that such rights offering, including exercise of such right, is completed as soon as practicable following the Effective Date taking into account restrictions under applicable securities laws.

(dd) Regulatory Approvals ” means, as to any Holder, to the extent applicable and required to permit such Holder to convert such Holder’s shares of Series A Preferred Stock into Common Stock and to own such Common Stock without such Holder being in violation of applicable law, rule or regulation, the receipt or making of approvals and authorizations of, filings and registrations with, notifications to, or determinations by any U.S. federal, state or foreign governmental authority or self-regulatory organization, including the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

(ee) Reorganization Conversion Date ” means, with respect to the shares of Series A Preferred Stock of any Holder, the date of the consummation of a Reorganization Event or, if

 


 

later, the first date on which all Regulatory Approvals with respect to the conversion of such shares shall have been obtained or made.  

(ff) Reorganization Event ” has the meaning set forth in Section 10(a).

(gg) Series A Preferred Stock ” has the meaning set forth in Section 1.

(hh) Shareholder Proposal ” means the shareholder proposal to approve the Conversion of the Series A Preferred Stock into shares of Common Stock as required by the NASDAQ Listing Standards.

(ii) Voting Securities ” means, at any time, shares of any class of capital stock of the Company that are then entitled to vote generally in the election of directors.

Section 4. Dividends.   Until June 30, 2013, the Series A Preferred Stock will not be entitled to any dividends.  Beginning on June 30, 2013 and on every December 31 and June 30 thereafter, the Company shall pay a dividend at an annual rate of 12.0% provided, however, that the Company shall not be required to pay any dividend unless it has first received any required approvals from the Board of Governors of the Federal Reserve Systems, the FDIC and the Ohio Division of Financial Institutions.  

Section 5. Liquidation.

(a) In the event the Company voluntarily or involuntarily liquidates, dissolves or winds up, the Holders at the time shall be entitled to receive, for each share of the Series A Preferred Stock, the sum of (i) liquidating distributions in an amount equal to the Liquidation Preference, plus any declared but unpaid dividends thereon to and including the date of such liquidation, out of assets legally available for distribution to the Company’s shareholders, before any distribution of assets is made to the holders of the Common Stock or any other Junior Securities and (ii) after all distributions have been made to Holders pursuant to clause (i) of this sentence, liquidating distributions, as determined by the Company (or the trustee or other Person or Persons administering its liquidation, dissolution or winding-up in accordance with applicable law) as of a date that is at least ten (10) Business Days before the first liquidating distribution is made on Series A Preferred Stock, that would be made on the number of shares of Common Stock equal to the Base Value divided by the Applicable Conversion Price as if all of the outstanding shares of Series A Preferred Stock had been converted into Common Stock on such date of determination, out of assets legally available for distribution to the Company’s shareholders, simultaneous with any distribution of assets made to the holders of the Common Stock. The Company shall notify each Holder of the amount it has calculated pursuant to this Section 5 by first-class mail, postage prepaid, addressed to the Holders at their respective last addresses appearing on the books of the Company. Such mailing shall be made not later than five Business Days before the first liquidating distribution is made on shares of Series A Preferred Stock.

(b) In the event the assets of the Company available for distribution to shareholders upon any liquidation, dissolution or winding-up of the affairs of the Company, whether voluntary or involuntary, shall be insufficient to pay in full the amounts payable with respect to all outstanding shares of the Series A Preferred Stock and the corresponding amounts payable on

 


 

any Parity Securities, Holders and the holders of such Parity Securities shall share ratably in any distribution of assets of the Company in proportion to the full respective liquidating distributions to which they would otherwise be respectively entitled.  

(c) The Company’s consolidation or merger with or into any other entity, the consolidation or merger of any other entity with or into the Company, or the sale of all or substantially all of the Company’s property or business will not constitute its liquidation, dissolution or winding-up.

Section 6. Maturity . The Series A Preferred Stock shall be perpetual unless converted in accordance with this Certificate of Designation.

Section 7. Redemptions .

(a) Optional Redemption .  The Series A Preferred Stock may be redeemed.  The Company, at its option, subject to receipt of all required consents and approvals, may redeem, in whole or in part, at any time and from time to time, out of funds legally available therefor, the shares of Series A Preferred Stock at the time outstanding, upon notice given as provided in Section 7(c) below, at a redemption price equal to $2,750 per share.  

(b) No Sinking Fund .  The Series A Preferred Stock will not be subject to any mandatory redemption, sinking fund or other similar provisions.  Holders of Series A Preferred Stock will have no right to require redemption or repurchase of any shares of Series A Preferred Stock.

(c) Notice of Redemption .  Notice of every redemption of shares of Series A Preferred Stock shall be given by first class mail, postage prepaid, addressed to the Holders of the shares to be redeemed at their respective last addresses appearing on the books of the Company.  Such notice shall be given at least 10 days before the date fixed for redemption.  Any notice mailed as provided in this Section 7(c) shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice, but failure to duly give such notice by mail, or any defect in such notice or in the mailing thereof, to any Holder of shares of Series A Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series A Preferred Stock.  Notwithstanding the foregoing, if shares of Series A Preferred Stock are issued in book-entry form through The Depository Trust Corporation or any other similar facility, notice of redemption may be given to the holders of Series A Preferred Stock at such time and in any manner permitted by such facility.  Each notice of redemption given to a Holder shall state: (i) the redemption date; (ii) the number of shares of Series A Preferred Stock to be redeemed and, if less than all the shares held by such Holder are to be redeemed, the number of such shares to be redeemed from such Holder; and (iii) the redemption price.

(d) Partial Redemption .  In case of any redemption of part of the shares of Series A Preferred Stock at the time outstanding, the shares to be redeemed shall be selected either pro rata or in such other manner as the Board of Directors or a duly authorized committee thereof may determine to be fair and equitable.  Subject to the provisions hereof, the Board of Directors or a duly authorized committee thereof shall have full power and authority to prescribe the terms

 


 

and conditions upon which shares of Series A Preferred Stock shall be redeemed from time to time.    

(e) Effectiveness of Redemption .  If notice of redemption has been duly given and if on or before the redemption date specified in the notice all funds necessary for the redemption have been deposited by the Company, in trust for the pro rata benefit of the holders of the shares called for redemption, with a bank or trust company having a capital and surplus of at least $500 million and selected by the Board of Directors, so as to be and continue to be available solely therefor, then, notwithstanding that any certificate for any share so called for redemption has not been surrendered for cancellation, on and after the redemption date dividends shall cease to accrue on all shares so called for redemption, all shares so called for redemption shall no longer be deemed outstanding and all rights with respect to such shares shall forthwith on such redemption date cease and terminate, except only the right of the holders thereof to receive the amount payable on such redemption from such bank or trust company, without interest.  Any funds unclaimed at the end of three years from the redemption date shall, to the extent permitted by law, be released to the Company, after which time the holders of the shares so called for redemption shall look only to the Company for payment of the redemption price of such shares.

(f) Status of Redeemed Shares .  Shares of Series A Preferred Stock that are redeemed, repurchased or otherwise acquired by the Company shall revert to authorized but unissued shares of Preferred Stock.

Section 8. Conversion .  

(a) Effective as of the close of business on the Mandatory Conversion Date with respect to the shares of Series A Preferred Stock of a Holder, such Holder’s shares of Series A Preferred Stock shall automatically convert into shares of Common Stock as set forth below. Each share of Series A Preferred Stock shall be convertible into 1,000 shares of Common Stock (subject to the conversion procedures of Section 9 hereof).  Cash will be paid in lieu of fractional shares in accordance with Section 12 hereof.

(b) Notwithstanding anything herein to the contrary, in no event shall the Holder be entitled to receive shares of Common Stock upon any conversion of Series A Preferred Stock pursuant to this Section 8 or Section 10 to the extent (but only to the extent) that at such time the Holder does not have any required Regulatory Approvals or if such conversion would cause the Holder to exceed the Ownership Limit. If any delivery of shares of Common Stock owed to a Holder upon conversion of Series A Preferred Stock is not made, in whole or in part, as a result of the foregoing limitations, the Company’s obligation to make such delivery shall not be extinguished and the Company shall, at the option of the Holder, deliver such shares as promptly as practicable after such converting Holder gives notice to the Company that the requirements of this Section 8(b) are met.  Each Holder shall, promptly upon receipt of any required Regulatory Approval applicable to such Holder and proof that the Ownership Limit will not be exceeded, provide written notice to the Company of such receipt.

(c) If the Company declares a stock split of the Common Stock while the Series A Preferred Stock is outstanding, the conversion ratio for the conversion of Series A Preferred Stock into Common Stock will be proportionately adjusted.

 


 

Section 9. Conversion Procedures .

(a) Upon occurrence of the Mandatory Conversion Date with respect to shares of any Holder, the Company shall provide notice of such conversion to such Holder (such notice a “ Notice of Mandatory Conversion ”). In addition to any information required by applicable law or regulation, the Notice of Mandatory Conversion with respect to such Holder shall state, as appropriate:

(i) the Mandatory Conversion Date applicable to such Holder; and

(ii) the number of shares of Common Stock to be issued upon conversion of each share of Series A Preferred Stock held of record by such Holder and subject to such mandatory conversion.

(b) Effective immediately prior to the close of business on any Conversion Date with respect to any share of Series A Preferred Stock, dividends shall no longer be declared on any such converted share of Series A Preferred Stock and such share of Series A Preferred Stock shall cease to be outstanding.  Any declared and unpaid dividends on such share shall be cancelled and extinguished.  

(c) No allowance or adjustment shall be made in respect of dividends payable to holders of the Common Stock of record as of any date prior to the close of business on any Conversion Date with respect to any share of Series A Preferred Stock. Prior to the close of business on the Conversion Date, shares of Common Stock issuable upon conversion of any shares of Series A Preferred Stock (or other securities issuable upon conversion of such share of Series A Preferred Stock) shall not be deemed outstanding for any purpose, and the Holder of any such shares of Series A Preferred Stock shall have no rights with respect to the Common Stock or other securities issuable upon conversion (including voting rights, rights to respond to tender offers for the Common Stock or other securities issuable upon conversion and rights to receive any dividends or other distributions on the Common Stock or other securities issuable upon conversion) by virtue of holding such share of Series A Preferred Stock.

(d) Shares of Series A Preferred Stock duly converted in accordance with Section 8 or Section 10 of this Certificate of Designation will resume the status of authorized and unissued Preferred Stock, undesignated as to series and available for future issuance. The Company may, from time to time, take such appropriate action as may be necessary to reduce the authorized number of shares of Series A Preferred Stock;   provided ,   however , that the Company shall not take any such action if such action would reduce the authorized number of shares of Series A Preferred Stock below the number of shares of Series A Preferred Stock then outstanding.

(e) The Person or Persons entitled to receive the Common Stock and/or cash, securities or other property issuable upon conversion of Series A Preferred Stock shall be treated for all purposes as the record holder(s) of such shares of Common Stock and/or securities as of the close of business on the applicable Conversion Date with respect thereto. In the event that a Holder shall not by written notice designate the name in which shares of Common Stock and/or cash, securities or other property (including payments of cash in lieu of fractional shares) to be issued or paid upon conversion of shares of Series A Preferred Stock should be registered or paid

 


 

or the manner in which such shares should be delivered, the Company shall be entitled to register and deliver such shares, and make such payment, in the name of the Holder and in the manner shown on the records of the Company.  

Section 10. Reorganization Events .

(a) In the event that, prior to the Mandatory Conversion Date with respect to the shares of Series A Preferred Stock of any Holder, there occurs:

(i) any consolidation, merger or other similar business combination of the Company with or into another Person, in each case pursuant to which the Common Stock will be converted into cash, securities or other property of the Company or another Person;

(ii) any sale, transfer, lease or conveyance to another Person of all or substantially all of the property and assets of the Company, in each case pursuant to which the Common Stock will be converted into cash, securities or other property of the Company or another Person;

(iii) any reclassification of the Common Stock into securities including securities other than the Common Stock; or

(iv) any statutory exchange of the outstanding shares of Common Stock for securities of another Person (other than in connection with a merger or acquisition); (any such event specified in this Section 10(a), a “ Reorganization Event ”) then, subject to Section 8, each share of such Holder’s Series A Preferred Stock outstanding immediately prior to such Reorganization Event shall remain outstanding but each Holder shall have the right, at its option, subject to the terms and provisions of this Section 10, to convert any or all of such Holder’s shares of Series A Preferred Stock, effective as of the close of business on the Reorganization Conversion Date (with the term “Regulatory Approval” applied for such purpose, as applicable, to the surviving entity in such Reorganization Event and its securities included in the Exchange Property (as defined below)), into the type and amount of securities, cash and other property receivable in such Reorganization Event by the Holder (other than a counterparty to the Reorganization Event or an Affiliate of such counterparty) in respect of each such share of Series A Preferred Stock equal to the number of shares of Common Stock into which one share of Series A Preferred Stock would then be convertible assuming that a Mandatory Conversion Date in respect of such shares of Series A Preferred Stock had occurred (such securities, cash and other property, the “ Exchange Property ”).

(b) The conversion right of a Holder of Series A Preferred Stock pursuant to this Section 10 shall be exercised by the Holder by the surrender of the certificates, if any, representing the shares to be converted to the Company or to the transfer agent for the Company, accompanied by a notice of reorganization conversion, no later than the tenth day following the date of delivery to each Holder of a notice from the Company of the expected consummation or the consummation of a Reorganization Event.

(i) Immediately prior to the close of business on the Reorganization Conversion Date, each converting Holder of Series A Preferred Stock shall be deemed to be the Holder of record of the number of shares of Common Stock deemed to be issuable upon

 


 

conversion of such Holder’s Series A Preferred Stock in accordance with clause (i) or (ii) of Section 10(a), notwithstanding that the share register of the Company shall then be closed or that certificates representing such Common Stock, if any, shall not then be actually delivered to such Person.  

(ii) Upon notice from the Company, each Holder of Series A Preferred Stock so converted shall promptly surrender to the Company or its transfer agent certificates, if any, representing the shares so converted (if not previously delivered), duly endorsed in blank or accompanied by proper instruments of transfer.

(c) In the event that holders of the shares of Common Stock have the opportunity to elect the form of consideration to be received in connection with any Reorganization Event, the Holders shall be entitled to the same right of election as holders of the shares of Common Stock with respect to the form of consideration to be received pursuant to this Section 10.

(d) The above provisions of this Section 10 shall similarly apply to successive Reorganization Events.

(e) The Company (or any successor) shall, within seven days of the consummation of any Reorganization Event, provide written notice to the Holders of such consummation of such event and of the kind and amount of the cash, securities or other property that constitutes the Exchange Property. Failure to deliver such notice shall not affect the operation of this Section 10.

(f) The Company shall not enter into any agreement for a transaction constituting a Reorganization Event unless such agreement provides for or does not interfere with or prevent (as applicable) conversion of the Series A Preferred Stock into the Exchange Property in a manner that is consistent with and gives effect to this Section 10.

Section 11. Voting Rights .

(a) Holders will not have any voting rights, including the right to elect any directors, except (i) voting rights, if any, required by law, and (ii) voting rights, if any, described in this Section 11

(b) So long as any shares of Series A Preferred Stock are outstanding, the vote or consent of the Holders of a majority of the shares of Series A Preferred Stock at the time outstanding voting as a single class, given in person or by proxy, either in writing without a meeting or by vote at any meeting called for the purpose, will be necessary for effecting or validating, whether or not such approval is required by Ohio law:

(i) any amendment or alteration (including by means of a merger, consolidation or otherwise) of the Articles of Incorporation to authorize or create, or increase the authorized amount of, any shares of, or any securities convertible into shares of, any class or series of the Company’s capital stock ranking Senior to the Series A Preferred Stock in the payment of dividends or in the distribution of assets on any liquidation, dissolution or winding-up of the Company;

 


 

(ii) any amendment, alteration or repeal (including by means of a merger, consolidation or otherwise) of any provision of the Articles of Incorporation (including this Certificate of Designation) or the Code of Regulations that would significantly and adversely alter or change the terms, rights, preferences or privileges of the Series A Preferred Stock; or  

(iii) the consummation of a binding share exchange or reclassification involving the Series A Preferred Stock or a merger or consolidation of the Company with another entity; provided , however , that a Holder will have no right to vote under this provision or under Ohio law if such voting rights arise due to a Reorganization Event if (1) the Company shall have complied with Section 10(f) or (2) in each case (x) the Series A Preferred Stock remains outstanding or, in the case of any merger or consolidation with respect to which the Company is not the surviving or resulting entity, is converted into or exchanged for preference securities of the surviving or resulting entity or its ultimate parent, that is an entity organized and existing under the laws of the United States of America, any state thereof or the District of Columbia, and (y) such Series A Preferred Stock remaining outstanding or such preference securities, as the case may be, have such rights (including, but not limited to, the right of conversion into common shares), preferences, privileges and voting powers that, taken as a whole, as are not materially less favorable to the Holders thereof than the rights, preferences, privileges and voting powers of the Series A Preferred Stock, taken as a whole immediately prior to the Reorganization Event, which rights shall include the right of the Holders to convert their shares of Series A Preferred Stock as if a Mandatory Conversion Date had already occurred;   provided further , that any increase in the amount of the authorized Preferred Stock or any securities convertible into Preferred Stock or the creation and issuance, or an increase in the authorized or issued amount, of any series of Preferred Stock or any securities convertible into preferred stock ranking equally with and/or junior to the Series A Preferred Stock with respect to the payment of dividends (whether such dividends are cumulative or non-cumulative) and/or the distribution of assets upon the Company’s liquidation, dissolution or winding-up will not, in and of itself, be deemed to affect the voting powers, preferences or special rights of the Series A Preferred Stock and, notwithstanding any provision of Ohio law, Holders will have no right to vote solely by reason of such an increase, creation or issuance.

Each holder of Series A Preferred Stock will have one vote per share on any matter on which holders of Series A Preferred Stock are entitled to vote, including any action by written consent.

If an amendment, alteration, repeal, share exchange, reclassification, merger or consolidation described above would adversely affect one or more but not all series of Preferred Stock with like voting rights (including the Series A Preferred Stock for this purpose), then only the series affected and entitled to vote shall vote as a class in lieu of all such series of Preferred Stock.

(c) Notwithstanding the foregoing, Holders shall not have any voting rights if, at or prior to the effective time of the act with respect to which such vote would otherwise be required, all outstanding shares of Series A Preferred Stock shall have been converted into shares of Common Stock.

 


 

Section 12. Fractional Shares .

(a) No fractional shares of Common Stock will be issued as a result of any conversion of shares of Series A Preferred Stock.

(b) In lieu of any fractional share of Common Stock otherwise issuable in respect of any mandatory conversion pursuant to Section 8 hereof, the Company shall pay an amount in cash (computed to the nearest cent) equal to the same fraction of the Closing Price of the Common Stock determined as of the second trading day immediately preceding the Mandatory Conversion Date.

(c) If more than one share of the Series A Preferred Stock is surrendered for conversion at one time by or for the same Holder, the number of full shares of Common Stock issuable upon conversion thereof shall be computed on the basis of the aggregate number of shares of the Series A Preferred Stock so surrendered.

Section 13. Reservation of Common Stock.

(a) The Company shall at all times reserve and keep available out of its authorized and unissued Common Stock or shares acquired by the Company, solely for issuance upon the conversion of shares of Series A Preferred Stock as provided in this Certificate of Designation, free from any preemptive or other similar rights, such number of shares of Common Stock as shall from time to time be issuable upon the conversion of all the shares of Series A Preferred Stock then outstanding, assuming that the Applicable Conversion Price equaled the Base Price.

(b) All shares of Common Stock delivered upon conversion of the Series A Preferred Stock shall be duly authorized, validly issued, fully paid and non-assessable, free and clear of all liens, claims, security interests and other encumbrances (other than liens, charges, security interests and other encumbrances created by the Holders).

(c) Prior to the delivery of any securities that the Company shall be obligated to deliver upon conversion of the Series A Preferred Stock, the Company shall use its reasonable best efforts to comply with all federal and state laws and regulations thereunder requiring the registration of such securities with, or any approval of or consent to the delivery thereof by, any governmental authority.

Section 14. Repurchases of Junior Securities or Trust Preferred Securities . At any time prior to the Approval Date, for as long as the Series A Preferred Stock remains outstanding, the Company shall not redeem, purchase or acquire, directly or indirectly, any of its Junior Securities or trust preferred securities, other than (i) redemptions, purchases or other acquisitions of Junior Securities in connection with any benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants or in connection with a dividend reinvestment or shareholder stock purchase plan, (ii) conversions into or exchanges for other Junior Securities and cash solely in lieu of fractional shares of the Junior Securities, and (iii) as a result of reclassification of Junior Securities for or into other Junior Securities.

 


 

Section 15. Miscellaneous .

(a) All notices referred to herein shall be in writing, and, unless otherwise specified herein, all notices hereunder shall be deemed to have been given upon the earlier of receipt thereof or three Business Days after the mailing thereof if sent by registered or certified mail (unless first-class mail shall be specifically permitted for such notice under the terms of this Certificate of Designation) with postage prepaid, addressed: (i) if to the Company, to its office at United Community Financial Corp., 275 West Federal Street, Youngstown, Ohio 44503, Attention Chief Financial Officer and Treasurer with a copy to General Counsel and Secretary, or (ii) if to any Holder, to such Holder at the address of such Holder as listed in the stock record books of the Company, or (iii) to such other address as the Company or any such Holder, as the case may be, shall have designated by notice similarly given.

(b) The Company shall pay any and all stock transfer and documentary stamp taxes that may be payable in respect of any issuance or delivery of shares of Series A Preferred Stock or shares of Common Stock or other securities issued on account of Series A Preferred Stock pursuant hereto or certificates representing such shares or securities. The Company shall not, however, be required to pay any such tax that may be payable in respect of any transfer involved in the issuance or delivery of shares of Series A Preferred Stock or Common Stock or other securities in a name other than that in which the shares of Series A Preferred Stock with respect to which such shares or other securities are issued or delivered were registered, or in respect of any payment to any Person other than a payment to the registered holder thereof, and shall not be required to make any such issuance, delivery or payment unless and until the Person otherwise entitled to such issuance, delivery or payment has paid to the Company the amount of any such tax or has established, to the satisfaction of the Company, that such tax has been paid or is not payable.

(c) No share of Series A Preferred Stock shall have any rights of preemption whatsoever as to any securities of the Company, or any warrants, rights or options issued or granted with respect thereto, regardless of how such securities, or such warrants, rights or options, may be designated, issued or granted.

(d) The shares of Series A Preferred Stock shall not have any voting powers, preferences or relative, participating, optional or other special rights, or qualifications, limitations or restrictions thereof, other than as set forth herein or in the Articles of Incorporation or as provided by applicable law.

FIFTH : (A) The board of directors of the corporation shall have the power to cause the corporation from time to time and at any time to purchase, hold, sell, transfer or otherwise deal with (i) shares of any class or series issued by it, (ii) any security or other obligation of the corporation which may confer upon the holder thereof the right to convert the same into shares of any class or series authorized by the Articles of Incorporation of the corporation, and (iii) any security or other obligation which may confer upon the holder thereof the right to purchase shares of any class or series authorized by the Articles of Incorporation of the corporation.  

(B) The corporation shall have the right to repurchase, if and when any shareholder desires to sell, or on the happening of any event is required to sell, shares of any class or series issued by the corporation.

 


 

(C) The authority granted in this Article Fifth shall not limit the plenary authority of the directors to purchase, hold, sell, transfer or otherwise deal with shares of any class or series, securities or other obligations issued by the corporation or authorized by the Articles of Incorporation of the corporation.  

SIXTH : Notwithstanding any provision of the Ohio Revised Code requiring for any purpose the vote, consent, waiver or release of the holders of shares of the corporation entitling them to exercise any proportion of the voting power of the corporation or of any class or classes thereof, such action, unless expressly otherwise provided by statute, may be taken by the vote, consent, waiver or release of the holders of shares entitling them to exercise not less than a majority of the votes cast on such action.  For purposes of clarity, “abstentions,” “withheld” votes and “broker non-votes” shall not be counted as a vote cast with respect to such action.  Notwithstanding the forgoing, if the board of directors of the corporation shall recommend against the approval of any of the following matters, the affirmative vote of the holders of shares entitling them to exercise not less than eighty percent (80%) of the voting power of any class or classes of shares of the corporation which entitle the holders thereof to vote in respect of any such matter as a class shall be required to adopt:

 

(A)

A proposed amendment to the Articles of Incorporation of the corporation;

 

(B)

A proposed amendment to the Code of Regulations of the corporation;

 

(C)

A proposal to change the number of directors by action of the shareholders;

 

(D)

An agreement of merger or consolidation providing for the proposed merger or consolidation of the corporation with or into one or more other corporations;

 

(E)

A proposed combination or majority share acquisition involving the issuance of shares of the corporation and requiring shareholder approval;

 

(F)

A proposal to sell, exchange, transfer or otherwise dispose of all, or substantially all, of the assets, with or without the goodwill, of the corporation; or

 

(G)

A proposed dissolution of the corporation.

SEVENTH : No shareholder of the corporation shall have, as a matter of right, the pre-emptive right to purchase or subscribe for shares of any class, now or hereafter authorized, or to purchase or subscribe for securities or other obligation s convertible into or exchangeable for such shares or which by warrants or otherwise entitle the holders thereof to subscribe for or purchase any such shares.

EIGHTH : No shareholder of the corporation shall have the right to vote cumulatively in the election of directors.

 

 

 

Exhibit 31.1

RULE 13a-14(a)/15d-14(a) CERTIFICATION

I, Gary M. Small, certify that:

1)

I have reviewed this report on Form 10-Q of United Community Financial Corp.  

2)

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3)

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4)

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5)

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

/S/ Gary M. Small

Gary M. Small

President and Chief Executive Officer

(Principal Executive Officer)

August 5, 2016

 

 

 

Exhibit 31.2

RULE 13a-14(a)/15d-14(a) CERTIFICATION

I, Timothy W. Esson, certify that:

1)

I have reviewed this report on Form 10-Q of United Community Financial Corp.

2)

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3)

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4)

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5)

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

/S/ Timothy W. Esson

Timothy W. Esson

Chief Financial Officer

(Principal Financial Officer)

August 5, 2016

 

 

 

Exhibit 32

UNITED COMMUNITY FINANCIAL CORP.

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of United Community Financial Corp. (the “Company”) on Form 10-Q for the period ending June 30, 2016 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), we certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

/S/ Gary M. Small  

 

/S/ Timothy W. Esson  

Gary M. Small

President and Chief Executive Officer

 

Timothy W. Esson

Chief Financial Officer

(Principal Executive Officer)

 

(Principal Financial Officer)

August 5, 2016

 

August 5, 2016

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.