UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

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

For the quarterly period ended March 31, 2019

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       No  

 

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted 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 such files). Yes       No  

 

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

 

Large accelerated filer

 

 

 

 

 

 

  

Accelerated filer

 

 

 

 

 

 

 

 

 

 

Non-accelerated filer

 

 

 

 

 

 

  

Smaller reporting company

 

 

 

 

 

 

 

 

 

 

 

 

 

Emerging growth company

 

 

 

 

 

 

 

 

 

 

   

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

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

Yes       No  

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

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common shares, no par value

UCFC

Nasdaq Global Market

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 48,794,553 common shares as of April 30, 2019.

 

 

 

 


TABLE OF CONTENTS

 

 

PAGE

 

 

Part I. FINANCIAL INFORMATION

3

 

 

 

Item 1.

 

Financial Statements

3

 

 

 

Condensed Consolidated Statements of Financial Condition as of March 31, 2019 (Unaudited) and December 31, 2018

3

 

 

 

Condensed Consolidated Statements of Income and Comprehensive Income for the Three Months Ended March 31, 2019 and 2018 (Unaudited)

4

 

 

 

Condensed Consolidated Statement of Shareholders’ Equity for the Three Months ended March 31, 2019 and 2018 (Unaudited)

6

 

 

 

Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2019 and 2018 (Unaudited)

7

 

 

 

Notes to Consolidated Financial Statements (Unaudited)

8-47

 

 

 

Item 2.

 

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

48-53

 

 

 

Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk

54

 

 

 

Item 4.

 

Controls and Procedures

55

 

Part II. OTHER INFORMATION

56

 

 

 

Item 1.

 

Legal Proceedings

56

 

 

 

Item 1A.

 

Risk Factors

56

 

 

 

Item 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

56

 

 

 

Item 3.

 

Defaults Upon Senior Securities (None)

56

 

 

 

Item 4.

 

Mine Safety Disclosures (None)

56

 

 

 

Item 5.

 

Other Information (None)

56

 

 

 

Item 6.

 

Exhibits

57

 

Signatures

58

 

2


PART I—FINANCIAL INFORMATION

 

ITEM 1. Financial Statements

UNITED COMMUNITY FINANCIAL CORP.

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(Unaudited)

 

 

 

March 31,

 

 

December 31,

 

 

 

2019

 

 

2018

 

 

 

(Dollars in thousands)

 

Assets:

 

 

 

 

 

 

 

 

Cash and deposits with banks

 

$

41,920

 

 

$

34,380

 

Federal funds sold

 

 

35,277

 

 

 

26,605

 

Total cash and cash equivalents

 

 

77,197

 

 

 

60,985

 

Securities:

 

 

 

 

 

 

 

 

Trading

 

 

666

 

 

 

364

 

Available for sale

 

 

237,421

 

 

 

241,643

 

Held to maturity, (fair value of $74,748 and $75,075, respectively)

 

 

75,760

 

 

 

77,491

 

Loans held for sale, at fair value

 

 

77,676

 

 

 

91,472

 

Gross loans

 

 

2,235,995

 

 

 

2,197,285

 

Allowance for loan losses

 

 

(20,446

)

 

 

(20,443

)

Loans, net

 

 

2,215,549

 

 

 

2,176,842

 

Federal Home Loan Bank stock, at cost

 

 

16,702

 

 

 

19,144

 

Premises and equipment, net

 

 

22,012

 

 

 

21,930

 

Accrued interest receivable

 

 

8,873

 

 

 

9,080

 

Real estate owned and other repossessed assets, net

 

 

1,180

 

 

 

1,088

 

Goodwill

 

 

20,221

 

 

 

20,221

 

Customer list intangible

 

 

2,169

 

 

 

2,214

 

Core deposit intangible

 

 

1,521

 

 

 

1,603

 

Cash surrender value of life insurance

 

 

64,606

 

 

 

64,220

 

Other assets

 

 

30,488

 

 

 

23,060

 

Total assets

 

$

2,852,041

 

 

$

2,811,357

 

Liabilities and Shareholders' Equity

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

Deposits:

 

 

 

 

 

 

 

 

Non-interest bearing

 

$

404,644

 

 

$

394,208

 

Interest bearing

 

 

 

 

 

 

 

 

Customer deposits

 

 

1,623,653

 

 

 

1,528,057

 

Brokered deposits

 

 

261,506

 

 

 

290,955

 

Total interest bearing deposits

 

 

1,885,159

 

 

 

1,819,012

 

Total deposits

 

 

2,289,803

 

 

 

2,213,220

 

Borrowed funds:

 

 

 

 

 

 

 

 

Short-term Federal Home Loan Bank advances

 

 

204,000

 

 

 

243,000

 

Repurchase agreements and other

 

 

254

 

 

 

224

 

Total borrowed funds

 

 

204,254

 

 

 

243,224

 

Advance payments by borrowers for taxes and insurance

 

 

19,542

 

 

 

27,192

 

Accrued interest payable

 

 

1,492

 

 

 

1,279

 

Accrued expenses and other liabilities

 

 

22,241

 

 

 

17,108

 

Total liabilities

 

 

2,537,332

 

 

 

2,502,023

 

Shareholders' Equity:

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

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

   48,852,688 and 49,128,875 shares, respectively, outstanding

 

 

177,410

 

 

 

177,492

 

Retained earnings

 

 

197,286

 

 

 

192,062

 

Accumulated other comprehensive income (loss)

 

 

(18,416

)

 

 

(21,436

)

Treasury stock, at cost, 5,286,222 and 5,010,035 shares, respectively

 

 

(41,571

)

 

 

(38,784

)

Total shareholders’ equity

 

 

314,709

 

 

 

309,334

 

Total liabilities and shareholders’ equity

 

$

2,852,041

 

 

$

2,811,357

 

 

See Notes to Consolidated Financial Statements.

3


UNITED COMMUNITY FINANCIAL CORP.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (LOSS)

(Unaudited)

 

 

 

For the Three Months Ended

March 31,

 

 

 

2019

 

 

2018

 

 

 

(Dollars in thousands, except per share data)

 

Interest income

 

 

 

 

 

 

 

 

Loans

 

$

25,856

 

 

$

22,759

 

Loans held for sale

 

 

1,007

 

 

 

858

 

Securities available for sale, nontaxable

 

 

307

 

 

 

388

 

Securities available for sale, taxable

 

 

1,263

 

 

 

1,215

 

Securities held to maturity, nontaxable

 

 

75

 

 

 

51

 

Securities held to maturity, taxable

 

 

379

 

 

 

422

 

Federal Home Loan Bank stock dividends

 

 

290

 

 

 

280

 

Other interest earning assets

 

 

224

 

 

 

77

 

Total interest income

 

 

29,401

 

 

 

26,050

 

Interest expense

 

 

 

 

 

 

 

 

Deposits

 

 

6,574

 

 

 

3,097

 

Federal Home Loan Bank advances

 

 

641

 

 

 

1,420

 

Total interest expense

 

 

7,215

 

 

 

4,517

 

Net interest income

 

 

22,186

 

 

 

21,533

 

Provision for loan losses

 

 

61

 

 

 

407

 

Net interest income after provision for loan losses

 

 

22,125

 

 

 

21,126

 

Non-interest income

 

 

 

 

 

 

 

 

Insurance agency income

 

 

701

 

 

 

577

 

Brokerage income

 

 

370

 

 

 

272

 

Deposit related fees

 

 

1,341

 

 

 

1,300

 

Mortgage servicing fees

 

 

873

 

 

 

812

 

Mortgage servicing rights valuation

 

 

(499

)

 

 

9

 

Mortgage servicing rights amortization

 

 

(446

)

 

 

(500

)

Other service fees

 

 

38

 

 

 

38

 

Net Gains (losses):

 

 

 

 

 

 

 

 

Trading securities, including change in fair value

 

 

64

 

 

 

 

Securities available for sale (includes $144 and $139, respectively, accumulated other

   comprehensive income reclassifications for unrealized net gains on available for sale securities)

 

 

144

 

 

 

139

 

Mortgage banking income

 

 

1,676

 

 

 

1,358

 

Real estate owned and other repossessed assets, net

 

 

(31

)

 

 

(78

)

Debit/credit card fees

 

 

934

 

 

 

949

 

Trust fees

 

 

465

 

 

 

469

 

Increase in cash surrender value of life insurance

 

 

385

 

 

 

434

 

Other income

 

 

58

 

 

 

40

 

Total non-interest income

 

 

6,073

 

 

 

5,819

 

Non-interest expense

 

 

 

 

 

 

 

 

Salaries and employee benefits

 

 

10,575

 

 

 

9,998

 

Occupancy

 

 

1,046

 

 

 

1,100

 

Equipment and data processing

 

 

2,292

 

 

 

2,154

 

Financial institutions tax

 

 

509

 

 

 

496

 

Advertising

 

 

390

 

 

 

235

 

Amortization of intangible assets

 

 

127

 

 

 

113

 

FDIC insurance premiums

 

 

331

 

 

 

290

 

Other insurance premiums

 

 

76

 

 

 

109

 

Legal and consulting fees

 

 

60

 

 

 

299

 

Other professional fees

 

 

587

 

 

 

391

 

Supervisory fees

 

 

34

 

 

 

42

 

Real estate owned and other repossessed asset expenses

 

 

39

 

 

 

36

 

Other expenses

 

 

1,608

 

 

 

1,337

 

Total non-interest expenses

 

 

17,674

 

 

 

16,600

 

Income before income taxes

 

 

10,524

 

 

 

10,345

 

Income tax expense (includes $30 and $29 income tax expense from reclassification items)

 

 

1,868

 

 

 

1,789

 

Net income

 

$

8,656

 

 

$

8,556

 

 

(Continued)

4


(Continued)

UNITED COMMUNITY FINANCIAL CORP.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(Unaudited)

 

 

 

For the Three Months Ended

March 31,

 

 

 

 

2019

 

 

 

2018

 

 

 

(Dollars in thousands, except per share data)

 

Net income

 

$

8,656

 

 

$

8,556

 

Other comprehensive (loss) income

 

 

 

 

 

 

 

 

Unrealized gain (loss) on securities, available for sale, net of reclassifications

   and tax of $794 and $1,068, respectively

 

 

2,996

 

 

 

(4,020

)

Accretion of unrealized losses on securities transferred from available for sale

   to held to maturity, net of tax of $7 and $8, respectively

 

 

24

 

 

 

30

 

Total other comprehensive income (loss)

 

 

3,020

 

 

 

(3,990

)

Comprehensive income

 

$

11,676

 

 

$

4,566

 

Earnings per share

 

 

 

 

 

 

 

 

Basic

 

$

0.18

 

 

$

0.17

 

Diluted

 

 

0.18

 

 

 

0.17

 

 

See Notes to Consolidated Financial Statements.

5


UNITED COMMUNITY FINANCIAL CORP.

CONDENSED 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, 2019

 

 

49,128,875

 

 

$

177,492

 

 

$

192,062

 

 

$

(21,436

)

 

$

(38,784

)

 

$

309,334

 

Net income

 

 

 

 

 

 

 

 

 

 

8,656

 

 

 

 

 

 

 

 

 

 

 

8,656

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,020

 

 

 

 

 

 

 

3,020

 

Stock option exercises

 

 

33,000

 

 

 

(187

)

 

 

 

 

 

 

 

 

 

 

257

 

 

 

70

 

Stock option expense

 

 

 

 

 

 

6

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6

 

Restricted stock grants

 

 

18,969

 

 

 

(148

)

 

 

 

 

 

 

 

 

 

 

148

 

 

 

 

Restricted stock forfeitures

 

 

(834

)

 

 

6

 

 

 

 

 

 

 

 

 

 

 

(6

)

 

 

 

Restricted stock expense

 

 

 

 

 

 

143

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

143

 

Vesting of Long-term Incentive Plan

 

 

54,463

 

 

 

98

 

 

 

 

 

 

 

 

 

 

 

425

 

 

 

523

 

Cash dividend payments ($0.07 per share)

 

 

 

 

 

 

 

 

 

 

(3,432

)

 

 

 

 

 

 

 

 

 

 

(3,432

)

Treasury stock purchases

 

 

(381,785

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(3,611

)

 

 

(3,611

)

Balance March 31, 2019

 

 

48,852,688

 

 

$

177,410

 

 

$

197,286

 

 

$

(18,416

)

 

$

(41,571

)

 

$

314,709

 

 

 

 

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, 2018

 

 

49,800,126

 

 

$

177,458

 

 

$

167,852

 

 

$

(18,685

)

 

$

(32,360

)

 

$

294,265

 

Net income

 

 

 

 

 

 

 

 

 

 

8,556

 

 

 

 

 

 

 

 

 

 

 

8,556

 

Other comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(3,990

)

 

 

 

 

 

 

(3,990

)

Stock option exercises

 

 

68,801

 

 

 

(284

)

 

 

 

 

 

 

 

 

 

 

513

 

 

 

229

 

Stock option expense

 

 

 

 

 

 

13

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

13

 

Restricted stock grants

 

 

27,702

 

 

 

(207

)

 

 

 

 

 

 

 

 

 

 

207

 

 

 

 

Restricted stock forfeitures

 

 

(807

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Restricted stock expense

 

 

 

 

 

 

248

 

 

 

 

 

 

 

 

 

 

 

(6

)

 

 

242

 

Vesting of Long-term Incentive Plan

 

 

36,871

 

 

 

69

 

 

 

 

 

 

 

 

 

 

 

275

 

 

 

344

 

Cash dividend payments ($0.06 per share)

 

 

 

 

 

 

 

 

 

 

(2,989

)

 

 

 

 

 

 

 

 

 

 

(2,989

)

Treasury stock purchases

 

 

(50,202

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(475

)

 

 

(475

)

Balance March 31, 2018

 

 

49,882,491

 

 

$

177,297

 

 

$

173,419

 

 

$

(22,675

)

 

$

(31,846

)

 

$

296,195

 

 

See Notes to Consolidated Financial Statements.

 

6


UNITED COMMUNITY FINANCIAL CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

 

For the three months ended

March 31,

 

 

 

2019

 

 

2018

 

 

 

(Dollars in thousands)

 

Cash Flows from Operating Activities

 

 

 

Net income

 

$

8,656

 

 

$

8,556

 

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

 

 

 

 

 

 

 

 

Provision for loan losses

 

 

61

 

 

 

407

 

Mortgage banking income

 

 

(597

)

 

 

(3,840

)

Changes in fair value on loans held for sale

 

 

(1,079

)

 

 

2,482

 

Net losses on real estate owned and other repossessed assets sold

 

 

31

 

 

 

78

 

Net gain on available for sale securities sold

 

 

(144

)

 

 

(139

)

Net gain on trading securities sold and change in fair value

 

 

(64

)

 

 

 

Amortization of premiums and accretion of discounts

 

 

1,436

 

 

 

1,251

 

Depreciation and amortization

 

 

737

 

 

 

681

 

Net change in interest receivable

 

 

207

 

 

 

575

 

Net change in interest payable

 

 

213

 

 

 

266

 

Net change in prepaid and other assets

 

 

(8,371

)

 

 

1

 

Net change in other liabilities

 

 

5,978

 

 

 

(1,926

)

Stock based compensation

 

 

149

 

 

 

255

 

Net principal disbursed on loans originated for sale

 

 

(62,434

)

 

 

(68,826

)

Proceeds from sale of loans held for sale

 

 

77,122

 

 

 

73,983

 

Cash used in payment of operating leases

 

 

(321

)

 

 

 

Net change in right of use asset

 

 

(282

)

 

 

 

Net change in deferred tax assets

 

 

259

 

 

 

2,004

 

Net change in cash surrender value of life insurance

 

 

(385

)

 

 

(434

)

Net cash from operating activities

 

 

21,172

 

 

 

15,374

 

Cash Flows from Investing Activities

 

 

 

 

 

 

 

 

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

 

 

1,964

 

 

 

2,587

 

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

 

 

1,655

 

 

 

2,133

 

Proceeds from the sale of securities available for sale

 

 

17,145

 

 

 

4,661

 

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

 

 

397

 

 

 

172

 

Proceeds from the sale of loans held for investment

 

 

650

 

 

 

 

Proceeds from redemption of FHLB stock

 

 

2,442

 

 

 

 

Purchases of trading securities

 

 

(238

)

 

 

 

Purchases of available for sale securities

 

 

(11,321

)

 

 

 

Purchases of premises and equipment

 

 

(810

)

 

 

(374

)

Principal disbursed on loans, net of repayments

 

 

(25,586

)

 

 

(53,773

)

Loans purchased

 

 

(14,286

)

 

 

(8,465

)

Net cash from investing activities

 

 

(27,988

)

 

 

(53,059

)

Cash Flows from Financing Activities

 

 

 

 

 

 

 

 

Net change in checking, savings and money market accounts

 

 

92,683

 

 

 

58,111

 

Net change in certificates of deposit

 

 

(16,062

)

 

 

52,228

 

Net change in advance payments by borrowers for taxes and insurance

 

 

(7,650

)

 

 

(6,594

)

Net change in short-term FHLB advances

 

 

(39,000

)

 

 

(63,000

)

Net change in repurchase agreements and other borrowed funds

 

 

30

 

 

 

36

 

Proceeds from the exercise of stock options

 

 

70

 

 

 

229

 

Dividends paid

 

 

(3,432

)

 

 

(2,989

)

Purchase of treasury stock

 

 

(3,611

)

 

 

(475

)

Net cash from financing activities

 

 

23,028

 

 

 

37,546

 

Change in cash and cash equivalents

 

 

16,212

 

 

 

(139

)

Cash and cash equivalents, beginning of period

 

 

60,985

 

 

 

46,880

 

Cash and cash equivalents, end of period

 

$

77,197

 

 

$

46,741

 

 

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 in the State of Ohio in February 1998 for the purpose of owning all of the outstanding capital stock of The Home Savings and Loan Company of Youngstown, Ohio (Home Savings and Loan) issued upon the conversion of Home Savings and Loan from a mutual savings association to a permanent capital stock savings association (Conversion). Upon consummation of the Conversion on July 8, 1998, United Community became the unitary thrift holding company for Home Savings and Loan.  Immediately following United Community’s acquisition of Ohio Legacy Corp. (OLCB) on January 31, 2017, Home Savings and Loan was merged into Premier Bank & Trust, OLCB’s wholly-owned, state-chartered bank subsidiary (PB&T), and the surviving bank changed its name to Home Savings Bank.  In connection with OLCB acquisition, United Community became a financial holding company, and Home Savings Bank, its wholly-owned bank subsidiary following the merger (Home Savings or the Bank), is now an Ohio bank.

Home Savings conducts its business from its main office located in Youngstown, Ohio, 33 retail banking offices (32 in Ohio and one in Pennsylvania).   Home Savings also has residential mortgage loan centers servicing Ohio, West Virginia, western Pennsylvania, northern Kentucky, and eastern Indiana.     

On January 29, 2016, United Community acquired James & Sons Insurance.  James & Sons Insurance was merged into HSB Insurance, LLC, a wholly-owned subsidiary of United Community.  HSB Insurance, LLC d/b/a James & Sons Insurance is an insurance agency that offers a wide variety of insurance products for business and residential customers, which include auto, homeowners, life-health, commercial, surety bonds and aviation. On February 28, 2017, James & Sons Insurance acquired Eich Brothers Insurance. Eich Brothers Insurance is an insurance agency that offers insurance products for business and residential customers, which include auto, commercial, homeowners and life-health.  On July 1, 2017, James & Sons Insurance acquired Stevens Insurance Agency, which offers insurance products for business and residential customers, including auto, commercial, homeowners and life-health.  On July 1, 2018, James & Sons Insurance acquired Steinhauser Insurance Agency which offers property and casualty insurance.      

HSB Capital, LLC, a wholly-owned subsidiary of United Community, was formed by United Community during 2016 for the purpose of providing mezzanine funding for customers.  Mezzanine loans are offered to customers in United Community’s market area and are expected to be repaid from the cash flow from the operations of the business.

HSB Insurance, Inc., a wholly-owned subsidiary of the Company which was formed and began operations on June 1, 2017, is a Delaware-based captive insurance company which insures against certain risks unique to the operations of the Company and its subsidiaries and for which insurance may not be currently available or economically feasible in today's insurance marketplace. HSB Insurance, Inc. pools resources with several other similar insurance company subsidiaries of financial institutions to spread a limited amount of risk among themselves.  HSB Insurance, Inc. is subject to regulations of the State of Delaware and undergoes periodic examinations by the Delaware Division of 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 months ended March 31, 2019, are not necessarily indicative of the results to be expected for the year ending December 31, 2019. 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, 2018.

The consolidated financial statements include the accounts of United Community and its subsidiaries, Home Savings, HSB Insurance, LLC, HSB Capital, LLC and HSB Insurance, Inc.  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.

 

 

8


 

2.

RECENT ACCOUNTING DEVELOPMENTS

In February 2016, the FASB issued ASU 2016-02 - Leases (Topic 842) . The ASU amends existing guidance that requires lessees recognize the following for all leases (with the exception of short–term leases) at the commencement date (1) A lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (2) A right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term.  Under the new guidance, lessor accounting is largely unchanged.  Certain targeted improvements were made to align, where necessary, lessor accounting with the lessee accounting model and Topic 606, Revenue from Contracts with Customers.  An entity may adopt the new guidance by either restating prior periods and recording a cumulative effect adjustment at the beginning of the earliest comparative period presented or by recording a cumulative effect adjustment at the beginning of the period of adoption.  The Company used the approach of recording a cumulative effect adjustment at the beginning of the period of adoption, however, no cumulative effect adjustment was required to be recorded.  The new guidance includes a number of optional transition-related practical expedients.  The practical expedients relate to the identification and classification of leases that commenced before the effective date, initial direct costs for leases that commenced before the effective date, and the ability to use hindsight in evaluating lessee options to extend or terminate a lease or to purchase the underlying asset.  An entity that elects to apply these practical expedients will, in effect, continue to account for leases that commence before the effective date in accordance with previous GAAP unless the lease is modified, except that lessees are required to recognize a right-of-use asset and a lease liability for all operating leases at each reporting date based on the present value of the remaining minimum rental payments that were tracked and disclosed under previous GAAP. The Company elected to apply the practical expedients.  In 2018, the FASB issued ASU 2018-10, Codification Improvements to Topic 842, Leases, ASU 2018-11, Leases (Topic 842): Targeted Improvements and ASU 2018-20, Leases (Topic 842): Narrow – Scope Improvements for Lessors.   These ASUs amend and clarify guidance in ASU 2016-02 and were being considered by the Company in determining the proper adoption of ASU 2016-02.  The adoption of this guidance on January 1, 2019, resulted in an approximate $5.2 million increase in right of use asset, $0.3 million increase in other assets and an approximate $5.5 million increase in lease liability.

In June 2016, the FASB Issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASU 2016-13).   ASU 2016-13 adds a new Topic 326 to the Accounting Standards Codification (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.  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.  Management has aggregated and verified the necessary data and addressed any data-archiving improvements necessary for the implementation of this ASU. Management is in the process of evaluating various models to be used. In November 2018, the FASB issued ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments – Credit Losses.   The amendment clarifies that receivables arising from operating leases are not within the scope of Subtopic 326-20 and should be accounted for in accordance with Topic 842, Leases.

 

In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. This ASU eliminates Step 2 from the goodwill impairment test. Instead, under the new guidance, an entity is to perform its annual goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An impairment charge would be recognized for the amount by which the carrying amount exceeds the reporting unit's fair value. The new guidance is effective for annual reporting periods, and interim reporting periods within those annual periods, beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The adoption of this guidance is not expected to have an impact on the Company’s consolidated financial statements.

In March 2017, the FASB issued ASU 2017-08, Receivables - Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities. This ASU amends the amortization period for certain purchased callable debt securities held at a premium. It shortens the amortization period for the premium to the earliest call date. Under current U.S. GAAP, premiums on callable debt securities generally are amortized to the maturity date. The new guidance is effective for annual reporting periods, and interim reporting periods within those annual periods, beginning after December 15, 2018.  The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements.

In July 2017, the FASB ASU No. 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815) : (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception.  ASU 2017-11 simplifies the accounting for certain financial instruments with down round features, a provision in an equity-linked financial instrument (or embedded feature) that provides a downward adjustment of the current exercise price based on the price of future equity offerings.

9


The new ASU will require companies to disregard the down round feature when assessing whether the instrument is indexed to its own stock, for purposes of determining liability or equity classification. Companies that provide e arnings per share (EPS) data will adjust their basic EPS calculation for the effect of the feature when triggered (i.e., when the exercise price of the related equity-linked financial instrument is adjusted downward because of the down round feature) and w ill also recognize the effect of the trigger within equity.

The provisions of the new ASU related to down rounds are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018.  Early adoption is permitted for all entities.   The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements.

In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities.   These amendments revise and expand hedge accounting for both financial (e.g., interest rate) and commodity risks.  Its provisions create more transparency around how economic results are presented, both on the face of the financial statements and in the footnotes.  It also makes certain targeted improvements to simplify the application of hedge accounting guidance.  This ASU is effective for public business entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years.  Early adoption, including adoption in an interim period, is permitted. If an entity early adopts in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period (i.e., the initial application date).  The adoption of this guidance did not have an impact on the Company’s consolidated financial statements.

In June 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (ASU 2018-07).  The FASB issued ASU 2018-07 intending to reduce cost and complexity and to improve financial reporting for nonemployee share-based payments.  ASU 2018-07 expands the scope of Topic 718, Compensation—Stock Compensation (which currently only includes share-based payments to employees) to include share-based payments issued to nonemployees for goods or services. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned. ASU 2018-07 supersedes Subtopic 505-50, Equity—Equity-Based Payments to Non-Employees.   The amendments in ASU 2018-07 are effective for public companies for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year.  Early adoption is permitted.  The adoption of this guidance did not have an impact on the Company’s consolidated financial statements.

 

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement – Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement.   This ASU modifies the disclosure objective paragraphs of ASU 820 to eliminate (1) “at a minimum” from the phrase “an entity shall disclose at a minimum” and (2) other similar “open ended” disclosure requirements to promote the appropriate exercise of discretion of entities.  The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019.  Early adoption is permitted, including adoption in an interim period.  The Company is currently assessing the impact of ASU 2018-13 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 (SARs), 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 with respect to awards issued under the 2007 Plan that remain outstanding and exercisable.  The 2007 Plan provided for the issuance of up to 2,000,000 shares that were to be used for awards of restricted stock, stock options, performance awards, SARs, or other forms of stock-based incentive awards.  Because the 2007 Plan terminated, no additional awards may be made under it.

10


On July 12, 1999, shareholders approved the United Com munity 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 with respect to options issued under the 1999 Plan that 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 under the 2015 Plan in the three months ended March 31, 2019  and 50,000 granted in the three months ended March 31, 2018. Pursuant to the terms of the 2015 Plan, any options granted must be exercised within 10 years from the date of grant.  Expenses related to prior stock option grants are included with salaries and employee benefits.  The Company recognized $6,000 and $13,000 in stock option expense for the three months ended March 31, 2019 and March 31, 2018, respectively.  The Company expects to recognize no additional stock option expense for the remainder of 2019.

A summary of option activity for the first quarter of 2019 in the 2015 Plan, the 2007 Plan and the 1999 Plan is as follows:

 

 

For the three months ended

 

 

March 31, 2019

 

 

 

 

 

 

Weighted

 

 

Aggregate

 

 

 

 

 

 

average

 

 

intrinsic value

 

 

Shares

 

 

exercise price

 

 

(in thousands)

 

Outstanding at beginning of year

 

223,432

 

 

$

3.93

 

 

 

 

 

Granted

 

 

 

 

 

 

 

 

 

Exercised

 

(33,000

)

 

 

2.10

 

 

 

 

 

Forfeited and expired

 

 

 

 

 

 

 

 

 

Outstanding at end of period

 

190,432

 

 

 

4.25

 

 

$

986

 

Shares subject to options exercisable at end of period

 

190,432

 

 

 

4.25

 

 

$

986

 

 

Information related to stock options for the three months ended March 31, 2019 and 2018 follows:

 

 

March 31, 2019

 

 

March 31, 2018

 

Intrinsic value of options exercised

$

242,000

 

 

$

439,000

 

Cash received from option exercises

 

70,000

 

 

 

229,000

 

Tax benefit realized from option exercises

 

13,000

 

 

 

65,000

 

Weighted average fair value of options granted, per share

$

 

 

$

1.54

 

 

Information related to stock options granted during the three months ended March 31, 2018 were as follows:

 

 

 

Three Months Ended

 

 

 

March 31, 2018

 

Risk-free interest rate

 

 

2.69

%

Expected term (years)

 

 

5

 

Expected stock volatility

 

 

19.86

%

Dividend yield

 

 

2.48

%

 

As of March 31, 2019, there were no nonvested stock options outstanding.

 

Outstanding stock options at March 31, 2019 have a weighted average remaining life of 3.74 years and may be exercised in the range of $1.20 to $9.66 per share.

Restricted Stock Awards:

The 2007 Plan permitted and the 2015 Plan permits the issuance of restricted stock awards to eligible employees and nonemployee directors. Nonvested shares at March 31, 2019 aggregated 128,337, of which 32,769 are expected to vest during the remainder of 2019, 32,444 in 2020, 59,551 in 2021 and 3,573 in 2022. Expense related to restricted stock awards is charged to salaries and employee benefits and is recognized over the vesting period of the awards based on the fair value of the shares at the grant date. The Company recognized approximately $143,000 in restricted stock award expense for the three months ended March 31, 2019. The Company recognized approximately $242,000 in restricted stock award expense for the three months ended March 31, 2018.  The Company expects to recognize additional expenses related to restricted stock awards of approximately $364,000 in 2019, $289,000 in 2020, $134,000 in 2021 and $39,000 in 2022.  The total average per share fair value of shares vested during the three months ended March 31, 2019 was $9.66.

11


A summary of changes in the Company’s nonvested restricted shares for the three months ended March 31, 2019 is as follows:

 

 

For the three months ended

 

 

March 31, 2019

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

average

 

 

 

 

 

 

grant date

 

 

Shares

 

 

fair value

 

Nonvested at beginning of year

 

210,713

 

 

$

8.15

 

Granted

 

18,969

 

 

$

9.40

 

Vested

 

(100,511

)

 

$

6.66

 

Forfeited

 

(834

)

 

$

9.10

 

Nonvested shares at end of period

 

128,337

 

 

$

9.50

 

 

Annual Incentive Plan

The Annual Incentive Plan (AIP) provides incentive compensation awards to certain officers of the Company. Annual 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 AIP are calculated, they are paid in cash and/or 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 $103,000   in expense for the restricted stock portion of the AIP for the three months ended March 31, 2019 and $700,000 for the cash portion of the AIP for the three months ended March 31, 2019.  The Company incurred $95,000 in expense for the restricted stock portion of the AIP for the three months ended March 31, 2018 and $445,000 for the cash portion of the AIP for the three months ended March 31, 2018, respectively.  

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 $182,000 for the LTIP for the three months ended March 31, 2019.  The Company incurred $169,000 in expense for the LTIP for the three months ended March 31, 2018.

 

 

 

4.

REVENUE RECOGNITION

 

The Company recognizes 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.  To achieve this result, the following five steps are applied:

 

Step 1: Identify the contract(s) with the customer

Step 2: Identify the performance obligation(s) in the contract

Step 3: Determine the transaction price

Step 4: Allocate the transaction price to the performance obligations in the contract

Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation

 

The revenue guidance applies to all contracts with customers to provide goods or services in the ordinary course of business, except for loans and securities, which are specifically excluded from the scope.

 

Because loans and securities are outside the scope of the revenue standard, the Company does not use the new standard to account for gains and losses on its investments in securities, loans and derivatives.  The Company also does not use the standard to account for interest and dividend income on financial instruments owned or those included in the Company’s lending activities.  

 

12


Home Savings’ servicing of loans sold to investors requires Home Savings to provide specific administrative functions for the owner(s) of these assets.  These administrative functions include collecting cash flows from borrowers and remitting them to beneficial interest holders, monitoring delinquencies and executing foreclosures.  Servic ing rights that relate to transferred financial assets meet the conditions for sale accounting under ASC 860.  ASC 860 requires the recognition of a servicing asset or liability when the benefits of servicing obtained from the contract are respectively gre ater than or less than adequate compensation (as defined in ASC 860) for performing the servicing.  While ASC 860 provides initial recognition and subsequent measurement guidance for recognized servicing assets and liabilities, it does not include any expl icit guidance for recognizing contractually specified servicing fees when servicing income is equal to adequate compensation.   Therefore, income from servicing financial assets in the scope of ASC 860 is not in the scope of ASC 606, regardless of whether a servicing asset or liability exists. ASC 606 contains an exception to its scope for contracts that fall under ASC 860.

 

Deposit-related fees and charges are in the scope of ASC 606, even though ASC 405 is listed as an exception to the scope of the standard. That is because ASC 405, which the Company applies to determine the appropriate liability accounting for customer deposits, does not provide a model for recognizing fees related to customer deposits (e.g., automated teller machine fees, nonsufficient funds fees, account maintenance or dormancy fees).  When reviewing standard customer agreements, fees are charged as the service is rendered and therefore revenue is recognized at the time the transaction is executed as it is the point when the performance obligation has been met.

 

The Company records real estate owned and other repossessed assets (OREO) at fair value less costs to sell upon foreclosure. The objective is to sell OREO within a short period of time because of regulatory and capital requirements. After foreclosure, these assets are carried at the lower of their carrying amount or their fair value less selling costs, so significant gains and losses are uncommon upon sale. OREO is often sold in a transaction that, under the standard, may not be considered a contract with a customer because the sale of the asset is not an output of the entity’s ordinary activities. However, sales of  nonfinancial assets, including in substance nonfinancial assets, should be accounted for using new guidance in ASC 610-20, Other Income — Gains and Losses from the Derecognition of Nonfinancial Assets, which requires entities to apply certain measurement and recognition concepts of ASC 606. Accordingly, the Company recognizes the sale of a real estate property, along with any associated gain or loss, when control of the property transfers to the buyer. For sales of existing real estate properties, this generally will occur at a point in time.

 

Insurance agency income is within the scope of ASC 606.  The majority (75%) of the Company’s insurance agency income is derived from direct-bill customers.  With this arrangement, the customer is billed directly from the insurance carrier.  As a result, the insurance carrier pays a commission to the Company upon completion of the required documentation (policy application or renewal) and recognizes income at that time.  Agency-billed customers account for approximately 25% of the overall insurance agency income.  Premiums are collected from customers and remitted to the insurance carrier, net of commission, within a short period of time.  At the time the premiums are remitted to the insurance carrier, all work is completed and revenue recognized at that time.

 

Debit card fee income is earned as a result of standard interchange fees contractually obligated by VISA to be paid.  Fees are received when they are essentially earned, which include fees charged to a reseller for the presentment of credit/debit cards in a point-of-sale (POS) transaction (interchange).  The service is considered complete upon payment in a POS transaction, when the interchange fee is earned and paid.  Credit card fees are paid when earned as a result of an agreement between the Company and a third-party provider.

 

Trust fee income is calculated based on assets under management.  Fees are recognized at the end of the month to which the service has been provided for customers billed monthly.  This amounts to approximately 85% of trust fee income recognized, which is collected within a short period of time after the fee is assessed to the customer.  Quarterly and annual fees are accrued and collected based on the contractual agreements with customers.  Fees are assessed to these customers and paid at the end of each quarter.  Quarterly and annual fees are to be recognized over the period when the fees are earned, regardless of when they are assessed to the customer.

 

Brokerage revenue is recognized each month as sales occur.  Brokerage revenue is paid from sales to customers by a third-party.  In a manner similar to that of insurance agency revenue, income is paid directly to the Bank by the third-party once the sale to the customer is complete.  

 

 

13


 

5.

SE CURITIES

Components of the available for sale portfolio are as follows:

 

 

 

March 31, 2019

 

 

 

 

 

 

 

Gross

 

 

Gross

 

 

 

 

 

 

 

Amortized

 

 

unrealized

 

 

unrealized

 

 

Fair

 

 

 

cost

 

 

gains

 

 

losses

 

 

value

 

 

 

(Dollars in thousands)

 

Available for Sale

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury and agency securities

 

$

97,609

 

 

$

43

 

 

$

(559

)

 

$

97,093

 

States and municipalities

 

 

31,060

 

 

 

263

 

 

 

(13

)

 

 

31,310

 

Corporate debt securities

 

 

2,000

 

 

 

26

 

 

 

 

 

 

2,026

 

Collateralized mortgage obligations (CMO)

 

 

33,101

 

 

 

468

 

 

 

 

 

 

33,569

 

Mortgage-backed securities (MBS)

 

 

74,644

 

 

 

26

 

 

 

(1,247

)

 

 

73,423

 

Total

 

$

238,414

 

 

$

826

 

 

$

(1,819

)

 

$

237,421

 

 

 

 

December 31, 2018

 

 

 

 

 

 

 

Gross

 

 

Gross

 

 

 

 

 

 

 

Amortized

 

 

unrealized

 

 

unrealized

 

 

Fair

 

 

 

cost

 

 

gains

 

 

losses

 

 

value

 

 

 

(Dollars in thousands)

 

Available for Sale

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury and agency securities

 

$

97,785

 

 

$

 

 

$

(2,204

)

 

$

95,581

 

States and municipalities

 

 

48,167

 

 

 

107

 

 

 

(528

)

 

 

47,746

 

Corporate debt securities

 

 

2,000

 

 

 

4

 

 

 

 

 

 

2,004

 

Collateralized mortgage obligations (CMO)

 

 

21,979

 

 

 

143

 

 

 

(14

)

 

 

22,108

 

Mortgage-backed securities (MBS)

 

 

76,495

 

 

 

23

 

 

 

(2,314

)

 

 

74,204

 

Total

 

$

246,426

 

 

$

277

 

 

$

(5,060

)

 

$

241,643

 

 

Components of held to maturity securities portfolio are as follows:

 

 

 

March 31, 2019

 

 

 

 

 

 

 

Gross

 

 

Gross

 

 

 

 

 

 

 

Amortized

 

 

unrecognized

 

 

unrecognized

 

 

Fair

 

 

 

cost

 

 

gains

 

 

losses

 

 

value

 

 

 

(Dollars in thousands)

 

Held to maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mortgage-backed securities (MBS)

 

$

62,717

 

 

$

 

 

$

(1,112

)

 

$

61,605

 

States and municipalities

 

 

13,043

 

 

 

105

 

 

 

(5

)

 

 

13,143

 

Total

 

$

75,760

 

 

$

105

 

 

$

(1,117

)

 

$

74,748

 

 

 

 

December 31, 2018

 

 

 

 

 

 

 

Gross

 

 

Gross

 

 

 

 

 

 

 

Amortized

 

 

unrecognized

 

 

unrecognized

 

 

Fair

 

 

 

cost

 

 

gains

 

 

losses

 

 

value

 

 

 

(Dollars in thousands)

 

Held to maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mortgage-backed securities (MBS)

 

$

64,442

 

 

$

 

 

$

(2,327

)

 

$

62,115

 

States and municipalities

 

 

13,049

 

 

 

20

 

 

 

(109

)

 

 

12,960

 

Total

 

$

77,491

 

 

$

20

 

 

$

(2,436

)

 

$

75,075

 

 

14


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

 

 

 

March 31, 2019

 

 

 

Amortized cost

 

 

Fair value

 

 

 

(Dollars in thousands)

 

Due in one year or less

 

$

 

 

$

 

Due after one year through five years

 

 

45,735

 

 

 

45,413

 

Due after five years through ten years

 

 

54,426

 

 

 

54,278

 

Due after ten years

 

 

30,508

 

 

 

30,738

 

MBS and CMO

 

 

107,745

 

 

 

106,992

 

Total

 

$

238,414

 

 

$

237,421

 

 

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

 

 

 

March 31, 2019

 

 

 

Amortized cost

 

 

Fair value

 

 

 

(Dollars in thousands)

 

Due in one year or less

 

$

3,000

 

 

$

3,006

 

Due after one year through five years

 

 

635

 

 

 

640

 

Due after five years through ten years

 

 

9,408

 

 

 

9,497

 

Due after ten years

 

 

 

 

 

 

MBS

 

 

62,717

 

 

 

61,605

 

Total

 

$

75,760

 

 

$

74,748

 

 

 

Securities pledged for public funds were approximately $159.7 million at March 31, 2019 and approximately $108.7 million at December 31, 2018.  

Securities available for sale that have been in an unrealized loss position for less than twelve months or twelve months or more at March 31, 2019 are as follows:

 

 

 

March 31, 2019

 

 

 

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 agency securities

 

$

 

 

$

 

 

$

84,344

 

 

$

(559

)

 

$

84,344

 

 

$

(559

)

States and municipalities

 

 

 

 

 

 

 

 

4,842

 

 

 

(13

)

 

 

4,842

 

 

 

(13

)

Mortgage-backed securities (MBS)

 

 

 

 

 

 

 

 

72,763

 

 

 

(1,247

)

 

 

72,763

 

 

 

(1,247

)

Total temporarily impaired securities

 

$

 

 

$

 

 

$

161,949

 

 

$

(1,819

)

 

$

161,949

 

 

$

(1,819

)

 

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, 2018 are as follows:

 

 

 

December 31, 2018

 

 

 

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 agency securities

 

$

 

 

$

 

 

$

95,581

 

 

$

(2,204

)

 

$

95,581

 

 

$

(2,204

)

States and municipalities

 

 

9,475

 

 

 

(39

)

 

 

24,850

 

 

 

(489

)

 

 

34,325

 

 

 

(528

)

Collateralized mortgage obligations (CMO)

 

 

5,475

 

 

 

(14

)

 

 

 

 

 

 

 

 

5,475

 

 

 

(14

)

Mortgage-backed securities (MBS)

 

 

 

 

 

 

 

 

73,542

 

 

 

(2,314

)

 

 

73,542

 

 

 

(2,314

)

Total temporarily impaired securities

 

$

14,950

 

 

$

(53

)

 

$

193,973

 

 

$

(5,007

)

 

$

208,923

 

 

$

(5,060

)

 

15


  

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: 

 

 

 

March 31, 2019

 

 

 

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 securities (MBS)

 

$

 

 

$

 

 

$

61,605

 

 

$

(1,958

)

 

$

61,605

 

 

$

(1,958

)

States and municipalities

 

 

 

 

 

 

 

 

1,122

 

 

 

(5

)

 

 

1,122

 

 

 

(5

)

Total temporarily impaired securities

 

$

 

 

$

 

 

$

62,727

 

 

$

(1,963

)

 

$

62,727

 

 

$

(1,963

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2018

 

 

 

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 securities (MBS)

 

$

 

 

$

 

 

$

62,115

 

 

$

(3,203

)

 

$

62,115

 

 

$

(3,203

)

States and municipalities

 

 

4,253

 

 

 

(48

)

 

 

3,525

 

 

 

(69

)

 

 

7,778

 

 

 

(117

)

Total temporarily impaired securities

 

$

4,253

 

 

$

(48

)

 

$

65,640

 

 

$

(3,272

)

 

$

69,893

 

 

$

(3,320

)

 

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 unrealizable 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 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.

All of the securities in available for sale and held to maturity that were temporarily impaired at March 31, 2019 and December 31, 2018, were impaired due to the level of interest rates at the time of purchase compared to current interest rates. Unrealized losses on these securities have not been recognized into income for the three months ended March 31, 2019 or 2018 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.  

Proceeds from the sale of available for sale securities were $17.1 million and $4.7 million, for the three months ended March 31, 2019 and 2018, respectively.  Gross gains of $144,000 and $139,000 were realized on these sales during the three months ended March 31, 2019 and 2018, respectively.  No losses were realized during the three months ended March 31, 2019 and 2018, respectively.  Income tax expense related to net realized gains and losses was $30,000 and $29,000 for the three months ended March 31, 2019 and 2018, respectively.

 

 

16


 

6.

LOANS

Portfolio loans consist of the following:

 

 

 

March 31,

 

 

December 31,

 

 

 

2019

 

 

2018

 

 

 

(Dollars in thousands)

 

Commercial loans

 

 

 

 

 

 

 

 

Multifamily

 

$

163,243

 

 

$

134,143

 

Nonresidential

 

 

412,550

 

 

 

409,979

 

Land

 

 

17,090

 

 

 

16,830

 

Construction

 

 

135,048

 

 

 

141,686

 

Secured

 

 

240,376

 

 

 

233,306

 

Unsecured

 

 

6,364

 

 

 

6,987

 

Total commercial loans

 

 

974,671

 

 

 

942,931

 

Residential mortgage loans

 

 

 

 

 

 

 

 

One-to four-family

 

 

934,586

 

 

 

927,255

 

Construction

 

 

45,102

 

 

 

43,435

 

Total residential mortgage loans

 

 

979,688

 

 

 

970,690

 

Consumer loans

 

 

 

 

 

 

 

 

Home equity

 

 

183,956

 

 

 

185,661

 

Auto

 

 

77,921

 

 

 

78,686

 

Marine

 

 

1,131

 

 

 

1,206

 

Recreational vehicle

 

 

3,727

 

 

 

4,347

 

Other

 

 

8,263

 

 

 

7,141

 

Total consumer loans

 

 

274,998

 

 

 

277,041

 

Total loans

 

 

2,229,357

 

 

 

2,190,662

 

Less:

 

 

 

 

 

 

 

 

Allowance for loan losses

 

 

20,446

 

 

 

20,443

 

Deferred loan costs, net

 

 

(6,638

)

 

 

(6,623

)

Total

 

 

13,808

 

 

 

13,820

 

Loans, net

 

$

2,215,549

 

 

$

2,176,842

 

 

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 March 31, 2019 and December 31, 2018 and activity for the three months ended March 31, 2019 and 2018.

Allowance For Loan Losses

 

 

 

Commercial

Loans

 

 

Residential

Loans

 

 

Consumer

Loans

 

 

Total

 

 

 

(Dollars in thousands)

 

For the three months ended March 31, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning balance

 

$

11,875

 

 

$

5,923

 

 

$

2,645

 

 

$

20,443

 

Provision (recovery)

 

 

181

 

 

 

(178

)

 

 

58

 

 

 

61

 

Charge-offs

 

 

(88

)

 

 

(20

)

 

 

(325

)

 

 

(433

)

Recoveries

 

 

146

 

 

 

98

 

 

 

131

 

 

 

375

 

Ending balance

 

$

12,114

 

 

$

5,823

 

 

$

2,509

 

 

$

20,446

 

As of March 31, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Period-end amount allocated to:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans individually evaluated for impairment

 

$

139

 

 

$

782

 

 

$

295

 

 

 

1,216

 

Loans collectively evaluated for impairment

 

 

11,975

 

 

 

5,041

 

 

 

2,214

 

 

 

19,230

 

Ending balance

 

$

12,114

 

 

$

5,823

 

 

$

2,509

 

 

$

20,446

 

Period-end balances:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans individually evaluated for impairment

 

 

3,276

 

 

 

12,759

 

 

 

5,131

 

 

 

21,166

 

Loans collectively evaluated for impairment

 

 

971,395

 

 

 

966,929

 

 

 

269,867

 

 

 

2,208,191

 

Ending balance

 

$

974,671

 

 

$

979,688

 

 

$

274,998

 

 

$

2,229,357

 

 

17


Allowance For Loan Losses

 

 

 

Commercial

Loans

 

 

Residential

Loans

 

 

Consumer

Loans

 

 

Total

 

For the three months ended March 31, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning balance

 

$

12,542

 

 

$

5,860

 

 

$

2,800

 

 

$

21,202

 

Provision (recovery)

 

 

396

 

 

 

(93

)

 

 

104

 

 

 

407

 

Charge-offs

 

 

 

 

 

(85

)

 

 

(186

)

 

 

(271

)

Recoveries

 

 

157

 

 

 

19

 

 

 

96

 

 

 

272

 

Ending balance

 

$

13,095

 

 

$

5,701

 

 

$

2,814

 

 

$

21,610

 

As of December 31, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Period-end amount allocated to:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans individually evaluated for impairment

 

$

103

 

 

$

798

 

 

$

300

 

 

 

1,201

 

Loans collectively evaluated for impairment

 

 

11,772

 

 

 

5,125

 

 

 

2,345

 

 

 

19,242

 

Loans acquired with deteriorated credit quality

 

 

 

 

 

 

 

 

 

 

 

 

Ending balance

 

$

11,875

 

 

$

5,923

 

 

$

2,645

 

 

$

20,443

 

Period-end balances:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans individually evaluated for impairment

 

 

2,017

 

 

 

13,086

 

 

 

5,491

 

 

 

20,594

 

Loans collectively evaluated for impairment

 

 

940,914

 

 

 

957,604

 

 

 

271,550

 

 

 

2,170,068

 

Loans acquired with deteriorated credit quality

 

 

 

 

 

 

 

 

 

 

 

 

Ending balance

 

$

942,931

 

 

$

970,690

 

 

$

277,041

 

 

$

2,190,662

 

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 portfolio, 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 loan 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 March 31, 2019, the Company evaluated 27 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.

 

18


The following table presents loans individually evaluated for impairment by class of loans as of and for three months ended March 31, 2019:

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

 

$

159

 

 

$

 

 

$

 

 

$

85

 

 

$

1

 

 

$

1

 

Nonresidential

 

 

570

 

 

 

127

 

 

 

 

 

 

129

 

 

 

1

 

 

 

1

 

Land

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction

 

 

2,447

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Secured

 

 

235

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unsecured

 

 

474

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total commercial loans

 

 

3,885

 

 

 

127

 

 

 

 

 

 

214

 

 

 

2

 

 

 

2

 

Residential mortgage loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

One-to four-family

 

 

5,196

 

 

 

4,316

 

 

 

 

 

 

4,612

 

 

 

29

 

 

 

20

 

Construction

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total residential mortgage loans

 

 

5,196

 

 

 

4,316

 

 

 

 

 

 

4,612

 

 

 

29

 

 

 

20

 

Consumer loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Home equity

 

 

967

 

 

 

852

 

 

 

 

 

 

905

 

 

 

1

 

 

 

 

Auto

 

 

22

 

 

 

14

 

 

 

 

 

 

16

 

 

 

 

 

 

 

Marine

 

 

354

 

 

 

105

 

 

 

 

 

 

125

 

 

 

 

 

 

 

Recreational vehicle

 

 

410

 

 

 

63

 

 

 

 

 

 

118

 

 

 

2

 

 

 

2

 

Other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total consumer loans

 

 

1,753

 

 

 

1,034

 

 

 

 

 

 

1,164

 

 

 

3

 

 

 

2

 

Total

 

$

10,834

 

 

$

5,477

 

 

$

 

 

$

5,990

 

 

$

34

 

 

$

24

 

With a specific allowance recorded

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Multifamily

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

Nonresidential

 

 

2,717

 

 

 

2,717

 

 

 

38

 

 

 

1,952

 

 

 

45

 

 

 

37

 

Land

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Secured

 

 

578

 

 

 

432

 

 

 

101

 

 

 

482

 

 

 

3

 

 

 

3

 

Unsecured

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total commercial loans

 

 

3,295

 

 

 

3,149

 

 

 

139

 

 

 

2,434

 

 

 

48

 

 

 

40

 

Residential mortgage loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

One-to four-family

 

 

8,579

 

 

 

8,443

 

 

 

782

 

 

 

8,311

 

 

 

147

 

 

 

111

 

Construction

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total residential mortgage loans

 

 

8,579

 

 

 

8,443

 

 

 

782

 

 

 

8,311

 

 

 

147

 

 

 

111

 

Consumer loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Home equity

 

 

3,747

 

 

 

3,664

 

 

 

277

 

 

 

3,753

 

 

 

61

 

 

 

49

 

Auto

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Marine

 

 

89

 

 

 

89

 

 

 

1

 

 

 

90

 

 

 

1

 

 

 

1

 

Recreational vehicle

 

 

357

 

 

 

344

 

 

 

17

 

 

 

306

 

 

 

6

 

 

 

5

 

Other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total consumer loans

 

 

4,193

 

 

 

4,097

 

 

 

295

 

 

 

4,149

 

 

 

68

 

 

 

55

 

Total

 

 

16,067

 

 

 

15,689

 

 

 

1,216

 

 

 

14,894

 

 

 

263

 

 

 

206

 

Total impaired loans

 

$

26,901

 

 

$

21,166

 

 

$

1,216

 

 

$

20,884

 

 

$

297

 

 

$

230

 

 

19


The following table presents loans individually evaluated for impairment by class of loans as of and for three months ended March 31, 2018:

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

 

$

37

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

Nonresidential

 

 

531

 

 

 

18

 

 

 

 

 

 

81

 

 

 

 

 

 

 

Land

 

 

715

 

 

 

9

 

 

 

 

 

 

9

 

 

 

 

 

 

 

Construction

 

 

2,467

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Secured

 

 

1,042

 

 

 

902

 

 

 

 

 

 

898

 

 

 

 

 

 

 

Unsecured

 

 

184

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total commercial loans

 

 

4,976

 

 

 

929

 

 

 

 

 

 

988

 

 

 

 

 

 

 

Residential mortgage loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

One-to four-family

 

 

6,304

 

 

 

5,371

 

 

 

 

 

 

5,406

 

 

 

28

 

 

 

18

 

Construction

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total residential mortgage loans

 

 

6,304

 

 

 

5,371

 

 

 

 

 

 

5,406

 

 

 

28

 

 

 

18

 

Consumer loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Home equity

 

 

1,252

 

 

 

977

 

 

 

 

 

 

1,018

 

 

 

3

 

 

 

2

 

Auto

 

 

98

 

 

 

62

 

 

 

 

 

 

38

 

 

 

 

 

 

 

Marine

 

 

553

 

 

 

181

 

 

 

 

 

 

181

 

 

 

 

 

 

 

Recreational vehicle

 

 

535

 

 

 

116

 

 

 

 

 

 

134

 

 

 

2

 

 

 

2

 

Other

 

 

17

 

 

 

16

 

 

 

 

 

 

10

 

 

 

 

 

 

 

Total consumer loans

 

 

2,455

 

 

 

1,352

 

 

 

 

 

 

1,381

 

 

 

5

 

 

 

4

 

Total

 

$

13,735

 

 

$

7,652

 

 

$

 

 

$

7,775

 

 

$

33

 

 

$

22

 

With a specific allowance recorded

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Multifamily

 

$

422

 

 

$

275

 

 

$

28

 

 

$

275

 

 

$

 

 

$

 

Nonresidential

 

 

1,416

 

 

 

1,413

 

 

 

15

 

 

 

1,418

 

 

 

33

 

 

 

25

 

Land

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Secured

 

 

819

 

 

 

558

 

 

 

473

 

 

 

585

 

 

 

 

 

 

 

Unsecured

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total commercial loans

 

 

2,657

 

 

 

2,246

 

 

 

516

 

 

 

2,278

 

 

 

33

 

 

 

25

 

Residential mortgage loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

One-to four-family

 

 

10,403

 

 

 

10,218

 

 

 

967

 

 

 

10,459

 

 

 

150

 

 

 

108

 

Construction

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total residential mortgage loans

 

 

10,403

 

 

 

10,218

 

 

 

967

 

 

 

10,459

 

 

 

150

 

 

 

108

 

Consumer loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Home equity

 

 

4,558

 

 

 

4,475

 

 

 

319

 

 

 

4,658

 

 

 

69

 

 

 

56

 

Auto

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Marine

 

 

97

 

 

 

97

 

 

 

1

 

 

 

99

 

 

 

1

 

 

 

1

 

Recreational vehicle

 

 

406

 

 

 

393

 

 

 

18

 

 

 

400

 

 

 

6

 

 

 

5

 

Other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total consumer loans

 

 

5,061

 

 

 

4,965

 

 

 

338

 

 

 

5,157

 

 

 

76

 

 

 

62

 

Total

 

 

18,121

 

 

 

17,429

 

 

 

1,821

 

 

 

17,894

 

 

 

259

 

 

 

195

 

Total impaired loans

 

$

31,856

 

 

$

25,081

 

 

$

1,821

 

 

$

25,669

 

 

$

292

 

 

$

217

 

 

20


The following table presents loans individually evaluated for impairment by class of loans as of December 31, 2018:

Impaired Loans

(Dollars in thousands)

 

 

 

Unpaid Principal

Balance

 

 

Recorded

Investment

 

 

Allowance for

Loan Losses

Allocated

 

With no specific allowance recorded

 

 

 

 

 

 

 

 

 

 

 

 

Commercial loans

 

 

 

 

 

 

 

 

 

 

 

 

Multifamily

 

$

443

 

 

$

170

 

 

$

 

Nonresidential

 

 

588

 

 

 

130

 

 

 

 

Land

 

 

 

 

 

 

 

 

 

Construction

 

 

2,447

 

 

 

 

 

 

 

Secured

 

 

806

 

 

 

 

 

 

 

Unsecured

 

 

474

 

 

 

 

 

 

 

Total commercial loans

 

 

4,758

 

 

 

300

 

 

 

 

Residential mortgage loans

 

 

 

 

 

 

 

 

 

 

 

 

One-to four-family

 

 

5,840

 

 

 

4,908

 

 

 

 

Construction

 

 

 

 

 

 

 

 

 

Total residential mortgage loans

 

 

5,840

 

 

 

4,908

 

 

 

 

Consumer loans

 

 

 

 

 

 

 

 

 

 

 

 

Home equity

 

 

1,084

 

 

 

957

 

 

 

 

Auto

 

 

25

 

 

 

17

 

 

 

 

Marine

 

 

502

 

 

 

145

 

 

 

 

Recreational vehicle

 

 

592

 

 

 

172

 

 

 

 

Other

 

 

 

 

 

 

 

 

 

Total consumer loans

 

 

2,203

 

 

 

1,291

 

 

 

 

Total

 

$

12,801

 

 

$

6,499

 

 

$

 

With a specific allowance recorded

 

 

 

 

 

 

 

 

 

 

 

 

Commercial loans

 

 

 

 

 

 

 

 

 

 

 

 

Multifamily

 

$

 

 

$

 

 

$

 

Nonresidential

 

 

1,186

 

 

 

1,186

 

 

 

12

 

Land

 

 

 

 

 

 

 

 

 

Construction

 

 

 

 

 

 

 

 

 

Secured

 

 

989

 

 

 

531

 

 

 

91

 

Unsecured

 

 

 

 

 

 

 

 

 

Total commercial loans

 

 

2,175

 

 

 

1,717

 

 

 

103

 

Residential mortgage loans

 

 

 

 

 

 

 

 

 

 

 

 

One-to four-family

 

 

8,298

 

 

 

8,178

 

 

 

798

 

Construction

 

 

 

 

 

 

 

 

 

Total residential mortgage loans

 

 

8,298

 

 

 

8,178

 

 

 

798

 

Consumer loans

 

 

 

 

 

 

 

 

 

 

 

 

Home equity

 

 

3,925

 

 

 

3,842

 

 

 

283

 

Auto

 

 

 

 

 

 

 

 

 

Marine

 

 

91

 

 

 

91

 

 

 

1

 

Recreational vehicle

 

 

279

 

 

 

267

 

 

 

16

 

Other

 

 

 

 

 

 

 

 

 

Total consumer loans

 

 

4,295

 

 

 

4,200

 

 

 

300

 

Total

 

 

14,768

 

 

 

14,095

 

 

 

1,201

 

Total impaired loans

 

$

27,569

 

 

$

20,594

 

 

$

1,201

 

 

21


Home Savings reclassifies a collateralized mortgage loan and a consumer loan 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 March 31, 2019 and De cember 31, 2018, but legal title, deed in lieu of foreclosure or similar legal agreement to the property has not yet been obtained:

 

 

 

March 31, 2019

 

 

December 31, 2018

 

 

 

Unpaid

Principal

Balance

 

 

Recorded

Investment

 

 

Unpaid

Principal

Balance

 

 

Recorded

Investment

 

 

 

(Dollars in thousands)

 

 

(Dollars in thousands)

 

Mortgage loans in process of foreclosure

 

$

3,255

 

 

$

3,010

 

 

$

3,687

 

 

$

3,636

 

Consumer loans in process of foreclosure

 

 

493

 

 

 

485

 

 

 

700

 

 

 

685

 

 

The following table presents the recorded investment in nonaccrual loans and loans past due over 90 days and still on accrual by class of loans as of March 31, 2019:

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

As of March 31, 2019

 

 

 

Nonaccrual

 

 

Loans past due

over 90 days and

still accruing

 

 

 

(Dollars in thousands)

 

Commercial loans

 

 

 

 

 

 

 

 

Multifamily

 

$

 

 

$

 

Nonresidential

 

 

1,565

 

 

 

 

Land

 

 

 

 

 

 

Construction

 

 

 

 

 

 

Secured

 

 

456

 

 

 

 

Unsecured

 

 

 

 

 

 

Total commercial loans

 

 

2,021

 

 

 

 

Residential mortgage loans

 

 

 

 

 

 

 

 

One-to four-family

 

 

3,883

 

 

 

 

Construction

 

 

 

 

 

 

Total residential mortgage loans

 

 

3,883

 

 

 

 

Consumer Loans

 

 

 

 

 

 

 

 

Home equity

 

 

899

 

 

 

 

Auto

 

 

133

 

 

 

 

Marine

 

 

105

 

 

 

 

Recreational vehicle

 

 

46

 

 

 

 

Other

 

 

20

 

 

 

 

Total consumer loans

 

 

1,203

 

 

 

 

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

 

$

7,107

 

 

$

 

 

22


The following table presents the recorded investment in nonaccrual loans and loans past due over 90 days and still on accrual by class of loans as of December 31, 2018:

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

As of December 31, 2018

 

 

 

Nonaccrual

 

 

Loans past due

over 90 days and

still accruing

 

 

 

(Dollars in thousands)

 

Commercial loans

 

 

 

 

 

 

 

 

Multifamily

 

$

171

 

 

$

 

Nonresidential

 

 

13

 

 

 

 

Land

 

 

 

 

 

 

Construction

 

 

 

 

 

 

Secured

 

 

531

 

 

 

 

Unsecured

 

 

 

 

 

 

Total commercial loans

 

 

715

 

 

 

 

Residential mortgage loans

 

 

 

 

 

 

 

 

One-to four-family

 

 

4,170

 

 

 

 

Construction

 

 

 

 

 

 

Total residential mortgage loans

 

 

4,170

 

 

 

 

Consumer Loans

 

 

 

 

 

 

 

 

Home equity

 

 

1,223

 

 

 

 

Auto

 

 

131

 

 

 

 

Marine

 

 

145

 

 

 

 

Recreational vehicle

 

 

145

 

 

 

 

Other

 

 

10

 

 

 

 

Total consumer loans

 

 

1,654

 

 

 

 

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

 

$

6,539

 

 

$

 

 

23


The following table presents an age analysis of past-due loans, segregated by class of loans as of March 31, 2019:

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

 

$

 

 

$

 

 

$

 

 

$

 

 

$

163,243

 

 

$

163,243

 

Nonresidential

 

 

106

 

 

 

 

 

 

 

 

 

106

 

 

 

412,444

 

 

 

412,550

 

Land

 

 

40

 

 

 

 

 

 

 

 

 

40

 

 

 

17,050

 

 

 

17,090

 

Construction

 

 

 

 

 

 

 

 

 

 

 

 

 

 

135,048

 

 

 

135,048

 

Secured

 

 

205

 

 

 

 

 

 

142

 

 

 

347

 

 

 

240,029

 

 

 

240,376

 

Unsecured

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6,364

 

 

 

6,364

 

Total commercial loans

 

 

351

 

 

 

 

 

 

142

 

 

 

493

 

 

 

974,178

 

 

 

974,671

 

Residential mortgage loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

One-to four-family

 

 

1,027

 

 

 

1,563

 

 

 

3,136

 

 

 

5,726

 

 

 

928,860

 

 

 

934,586

 

Construction

 

 

 

 

 

 

 

 

 

 

 

 

 

 

45,102

 

 

 

45,102

 

Total residential mortgage loans

 

 

1,027

 

 

 

1,563

 

 

 

3,136

 

 

 

5,726

 

 

 

973,962

 

 

 

979,688

 

Consumer Loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Home equity

 

 

673

 

 

 

324

 

 

 

769

 

 

 

1,766

 

 

 

182,190

 

 

 

183,956

 

Automobile

 

 

158

 

 

 

54

 

 

 

133

 

 

 

345

 

 

 

77,576

 

 

 

77,921

 

Marine

 

 

 

 

 

 

 

 

105

 

 

 

105

 

 

 

1,026

 

 

 

1,131

 

Recreational vehicle

 

 

170

 

 

 

345

 

 

 

46

 

 

 

561

 

 

 

3,166

 

 

 

3,727

 

Other

 

 

7

 

 

 

17

 

 

 

20

 

 

 

44

 

 

 

8,219

 

 

 

8,263

 

Total consumer loans

 

 

1,008

 

 

 

740

 

 

 

1,073

 

 

 

2,821

 

 

 

272,177

 

 

 

274,998

 

Total loans

 

$

2,386

 

 

$

2,303

 

 

$

4,351

 

 

$

9,040

 

 

$

2,220,317

 

 

$

2,229,357

 

 

24


The following table presents an age analysis of past-due loans, segregated by class of loans as of December 31, 2018:

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

 

$

 

 

$

 

 

$

171

 

 

$

171

 

 

$

133,972

 

 

$

134,143

 

Nonresidential

 

 

 

 

 

 

 

 

 

 

 

 

 

 

409,979

 

 

 

409,979

 

Land

 

 

 

 

 

 

 

 

 

 

 

 

 

 

16,830

 

 

 

16,830

 

Construction

 

 

 

 

 

 

 

 

 

 

 

 

 

 

141,686

 

 

 

141,686

 

Secured

 

 

195

 

 

 

 

 

 

531

 

 

 

726

 

 

 

232,580

 

 

 

233,306

 

Unsecured

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6,987

 

 

 

6,987

 

Total commercial loans

 

 

195

 

 

 

 

 

 

702

 

 

 

897

 

 

 

942,034

 

 

 

942,931

 

Residential mortgage loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

One-to four-family

 

 

2,139

 

 

 

882

 

 

 

3,470

 

 

 

6,491

 

 

 

920,764

 

 

 

927,255

 

Construction

 

 

 

 

 

 

 

 

 

 

 

 

 

 

43,435

 

 

 

43,435

 

Total residential

   mortgage loans

 

 

2,139

 

 

 

882

 

 

 

3,470

 

 

 

6,491

 

 

 

964,199

 

 

 

970,690

 

Consumer Loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Home equity

 

 

658

 

 

 

295

 

 

 

1,147

 

 

 

2,100

 

 

 

183,561

 

 

 

185,661

 

Automobile

 

 

283

 

 

 

112

 

 

 

131

 

 

 

526

 

 

 

78,160

 

 

 

78,686

 

Marine

 

 

 

 

 

 

 

 

145

 

 

 

145

 

 

 

1,061

 

 

 

1,206

 

Recreational vehicle

 

 

548

 

 

 

 

 

 

145

 

 

 

693

 

 

 

3,654

 

 

 

4,347

 

Other

 

 

33

 

 

 

 

 

 

10

 

 

 

43

 

 

 

7,098

 

 

 

7,141

 

Total consumer loans

 

 

1,522

 

 

 

407

 

 

 

1,578

 

 

 

3,507

 

 

 

273,534

 

 

 

277,041

 

Total loans

 

$

3,856

 

 

$

1,289

 

 

$

5,750

 

 

$

10,895

 

 

$

2,179,767

 

 

$

2,190,662

 

 

As of March 31, 2019 and December 31, 2018, the Company has a recorded investment in troubled debt restructurings of $16.6 million and $16.6 million, respectively.  The Company allocated $1.1 million of specific allowance for those loans at March 31, 2019 and $1.1 million at December 31, 2018.  The Company has committed to lend, to existing troubled debt restructuring relationships, additional amounts totaling up to $43,000 and $41,000 at March 31, 2019 and December 31, 2018, respectively.  

25


 

The following table presents loans by class modified as troubled debt restructurings that occurred during the three months ended March 31, 2019:

 

 

 

Number of

Loans

 

 

Pre-Modification

Outstanding

Recorded

Investment

 

 

Post-Modification

Recorded

Investment

 

 

 

 

 

 

 

(In thousands)

 

Commercial loans

 

 

 

 

 

 

 

 

 

 

 

 

Multifamily

 

 

 

 

$

 

 

$

 

Nonresidential

 

 

 

 

 

 

 

 

 

Land

 

 

 

 

 

 

 

 

 

Construction

 

 

 

 

 

 

 

 

 

Secured

 

 

 

 

 

 

 

 

 

Unsecured

 

 

 

 

 

 

 

 

 

Total commercial loans

 

 

 

 

 

 

 

 

 

Residential mortgage loans

 

 

 

 

 

 

 

 

 

 

 

 

One-to four-family

 

 

1

 

 

 

335

 

 

 

355

 

Construction

 

 

 

 

 

 

 

 

 

Total residential mortgage loans

 

 

1

 

 

 

335

 

 

 

355

 

Consumer loans

 

 

 

 

 

 

 

 

 

 

 

 

Home equity

 

 

 

 

 

 

 

 

 

Auto

 

 

 

 

 

 

 

 

 

Marine

 

 

 

 

 

 

 

 

 

Recreational vehicle

 

 

 

 

 

 

 

 

 

Other

 

 

 

 

 

 

 

 

 

Total consumer loans

 

 

 

 

 

 

 

 

 

Total restructured loans

 

 

1

 

 

$

335

 

 

$

355

 

 

The troubled debt restructurings described above had no effect on the allowance for loan losses and resulted in no charge-offs during the three months ended March 31, 2019.

 

 

26


The following table presents loans by class modified as troubled debt restructurings that occurred during the three months ended March 31, 2018:

 

 

 

Number of

Loans

 

 

Pre-Modification

Outstanding

Recorded

Investment

 

 

Post-Modification

Recorded

Investment

 

 

 

 

 

 

 

(Dollars in thousands)

 

Commercial loans

 

 

 

 

 

 

 

 

 

 

 

 

Multifamily

 

 

 

 

$

 

 

$

 

Nonresidential

 

 

1

 

 

 

124

 

 

 

124

 

Land

 

 

 

 

 

 

 

 

 

Construction

 

 

 

 

 

 

 

 

 

Secured

 

 

 

 

 

 

 

 

 

Unsecured

 

 

 

 

 

 

 

 

 

Total commercial loans

 

 

1

 

 

 

124

 

 

 

124

 

Residential mortgage loans

 

 

 

 

 

 

 

 

 

 

 

 

One-to four-family

 

 

 

 

 

 

 

 

 

Construction

 

 

 

 

 

 

 

 

 

Total residential mortgage loans

 

 

 

 

 

 

 

 

 

Consumer loans

 

 

 

 

 

 

 

 

 

 

 

 

Home equity

 

 

 

 

 

 

 

 

 

Auto

 

 

 

 

 

 

 

 

 

Marine

 

 

 

 

 

 

 

 

 

Recreational vehicle

 

 

 

 

 

 

 

 

 

Other

 

 

 

 

 

 

 

 

 

Total consumer loans

 

 

 

 

 

 

 

 

 

Total restructured loans

 

 

1

 

 

$

124

 

 

$

124

 

 

The troubled debt restructurings described above had no effect on the allowance for loan losses and resulted in no charge-offs during the three months ended March 31, 2018.

27


March 31, 2019  

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 March 31, 2019.

 

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 March 31, 2018:

 

 

 

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

 

 

 

148

 

Construction

 

 

 

 

 

 

Total residential mortgage loans

 

 

1

 

 

 

148

 

Consumer loans

 

 

 

 

 

 

 

 

Home equity

 

 

 

 

 

 

Auto

 

 

 

 

 

 

Marine

 

 

 

 

 

 

Recreational vehicle

 

 

 

 

 

 

Other

 

 

 

 

 

 

Total consumer loans

 

 

 

 

 

 

Total restructured loans

 

 

1

 

 

$

148

 

 

The troubled debt restructurings that subsequently defaulted described above resulted in no charge-offs during the three months ended March 31, 2018, 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. 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.

28


Doubtful. Loans classified as doub tful 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 imp robable.

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 March 31, 2019 and December 31, 2018, and based on the most recent analysis performed, the risk category of loans by class of loans is as follows:

March 31, 2019

(Dollars in thousands)

 

 

 

 

Unclassified

 

 

Classified

 

 

 

 

Unclassified

 

 

Special

Mention

 

 

Substandard

 

 

Doubtful

 

 

Loss

 

 

Total

Classified

 

 

Total Loans

 

Commercial Loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Multifamily

 

 

$

162,152

 

 

$

 

 

$

1,091

 

 

$

 

 

$

 

 

$

1,091

 

 

$

163,243

 

Nonresidential

 

 

 

380,753

 

 

 

20,337

 

 

 

11,460

 

 

 

 

 

 

 

 

 

11,460

 

 

 

412,550

 

Land

 

 

 

17,090

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

17,090

 

Construction

 

 

 

132,709

 

 

 

2,339

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

135,048

 

Secured

 

 

 

223,544

 

 

 

2,138

 

 

 

14,694

 

 

 

 

 

 

 

 

 

14,694

 

 

 

240,376

 

Unsecured

 

 

 

6,272

 

 

 

 

 

 

92

 

 

 

 

 

 

 

 

 

92

 

 

 

6,364

 

Total commercial loans

 

 

 

922,520

 

 

 

24,814

 

 

 

27,337

 

 

 

 

 

 

 

 

 

27,337

 

 

 

974,671

 

Residential mortgage loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

One-to four-family

 

 

 

929,154

 

 

 

97

 

 

 

5,335

 

 

 

 

 

 

 

 

 

5,335

 

 

 

934,586

 

Construction

 

 

 

45,102

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

45,102

 

Total residential mortgage loans

 

 

 

974,256

 

 

 

97

 

 

 

5,335

 

 

 

 

 

 

 

 

 

5,335

 

 

 

979,688

 

Consumer Loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Home equity

 

 

 

183,058

 

 

 

 

 

 

898

 

 

 

 

 

 

 

 

 

898

 

 

 

183,956

 

Auto

 

 

 

77,788

 

 

 

 

 

 

133

 

 

 

 

 

 

 

 

 

133

 

 

 

77,921

 

Marine

 

 

 

1,026

 

 

 

 

 

 

105

 

 

 

 

 

 

 

 

 

105

 

 

 

1,131

 

Recreational vehicle

 

 

 

3,681

 

 

 

 

 

 

46

 

 

 

 

 

 

 

 

 

46

 

 

 

3,727

 

Other

 

 

 

8,243

 

 

 

 

 

 

20

 

 

 

 

 

 

 

 

 

20

 

 

 

8,263

 

Total consumer loans

 

 

 

273,796

 

 

 

 

 

 

1,202

 

 

 

 

 

 

 

 

 

1,202

 

 

 

274,998

 

Total loans

 

 

$

2,170,572

 

 

$

24,911

 

 

$

33,874

 

 

$

 

 

$

 

 

$

33,874

 

 

$

2,229,357

 

 

29


December 31, 2018

(Dollars in thousands)

 

 

 

Unclassified

 

 

Classified

 

 

 

Unclassified

 

 

Special

Mention

 

 

Substandard

 

 

Doubtful

 

 

Loss

 

 

Total

Classified

 

 

Total Loans

 

Commercial Loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Multifamily

 

$

133,972

 

 

$

 

 

$

171

 

 

$

 

 

$

 

 

$

171

 

 

$

134,143

 

Nonresidential

 

 

378,160

 

 

 

18,420

 

 

 

13,399

 

 

 

 

 

 

 

 

 

13,399

 

 

 

409,979

 

Land

 

 

16,830

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

16,830

 

Construction

 

 

139,540

 

 

 

2,146

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

141,686

 

Secured

 

 

214,924

 

 

 

2,184

 

 

 

16,198

 

 

 

 

 

 

 

 

 

16,198

 

 

 

233,306

 

Unsecured

 

 

6,894

 

 

 

 

 

 

93

 

 

 

 

 

 

 

 

 

93

 

 

 

6,987

 

Total commercial loans

 

 

890,320

 

 

 

22,750

 

 

 

29,861

 

 

 

 

 

 

 

 

 

29,861

 

 

 

942,931

 

Residential mortgage loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

One-to four-family

 

 

921,694

 

 

 

591

 

 

 

4,970

 

 

 

 

 

 

 

 

 

4,970

 

 

 

927,255

 

Construction

 

 

43,435

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

43,435

 

Total residential mortgage loans

 

 

965,129

 

 

 

591

 

 

 

4,970

 

 

 

 

 

 

 

 

 

4,970

 

 

 

970,690

 

Consumer Loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Home equity

 

 

184,438

 

 

 

 

 

 

1,223

 

 

 

 

 

 

 

 

 

1,223

 

 

 

185,661

 

Auto

 

 

78,551

 

 

 

 

 

 

135

 

 

 

 

 

 

 

 

 

135

 

 

 

78,686

 

Marine

 

 

1,061

 

 

 

 

 

 

145

 

 

 

 

 

 

 

 

 

145

 

 

 

1,206

 

Recreational vehicle

 

 

4,221

 

 

 

 

 

 

126

 

 

 

 

 

 

 

 

 

126

 

 

 

4,347

 

Other

 

 

7,131

 

 

 

 

 

 

10

 

 

 

 

 

 

 

 

 

10

 

 

 

7,141

 

Total consumer loans

 

 

275,402

 

 

 

 

 

 

1,639

 

 

 

 

 

 

 

 

 

1,639

 

 

 

277,041

 

Total loans

 

$

2,130,851

 

 

$

23,341

 

 

$

36,470

 

 

$

 

 

$

 

 

$

36,470

 

 

$

2,190,662

 

 

 

Purchased Credit Impaired Loans:

The Company has purchased loans for which there was, at acquisition, evidence of deterioration of credit quality since origination and it was probable, at acquisition, that all contractually required payments would not be collected.  As of March 31, 2019 and December 31, 2018 there were no outstanding purchase credit impaired loans.  

 

 

Accretable yield, or income expected to be collected, is as follows:

 

 

 

Three Months Ended

 

 

Three Months Ended

 

 

 

March 31, 2019

 

 

March 31, 2018

 

 

 

(Dollars in thousands)

 

Beginning of period

 

$

 

 

$

110

 

New loans purchased

 

 

 

 

 

 

Principal payments received

 

 

 

 

 

 

Disposals

 

 

 

 

 

 

Balance at end of period

 

$

 

 

$

110

 

 

For the purchased credit impaired loans disclosed above, there was no change in the allowance for loan losses for the three months ended March 31, 2019 and 2018.  

 

Income is not recognized on purchased credit impaired loans if the Company cannot reasonably estimate cash flows expected to be collected.  The carrying amounts of such loans are as follows:

 

 

 

March 31, 2019

 

 

March 31, 2018

 

 

 

(Dollars in thousands)

 

Loans at beginning of period

 

$

 

 

$

1,194

 

Loans purchased during the period

 

 

 

 

 

 

Loans at end of period

 

 

 

 

 

1,184

 

 

 

30


 

7.

MORTGAGE BANKING ACTIVITIES

Mortgage loans serviced for others, which are not reported in United Community’s assets, totaled $1.4 billion as of March 31, 2019 and $1.4 billion as of December 31, 2018. Mortgage banking income is comprised of gains recognized on the sale of loans and changes in fair value of mortgage banking derivatives.

The principal balances of mortgage loans serviced for others are as follows:

 

 

 

March 31, 2019

 

 

December 31, 2018

 

 

 

(Dollars in thousands)

 

Mortgage loan portfolios serviced for:

 

 

 

 

 

 

 

 

FHLMC

 

$

1,022,765

 

 

$

1,016,097

 

FNMA

 

 

376,434

 

 

 

347,294

 

Private investor

 

 

13,562

 

 

 

15,049

 

 

Customer escrow balances with loans serviced for FHLMC, FNMA and the private investor totaled $10.9 million and $16.3 million at March 31, 2019 and December 31, 2018, respectively.

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

 

 

 

For the Three Months Ended

March 31,

 

 

 

2019

 

 

2018

 

 

 

(Dollars in thousands)

 

Balance, beginning of period

 

$

7,704

 

 

$

6,681

 

Originations

 

 

783

 

 

 

662

 

Amortized to expense

 

 

(446

)

 

 

(500

)

Balance, end of period

 

 

8,041

 

 

 

6,843

 

Less valuation allowance

 

 

(569

)

 

 

 

Net balance

 

$

7,472

 

 

$

6,843

 

 

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

 

 

 

For the Three Months Ended

March 31,

 

 

 

2019

 

 

2018

 

 

 

(Dollars in thousands)

 

Balance, beginning of period

 

$

(70

)

 

$

(9

)

Impairment charges

 

 

(499

)

 

 

 

Recoveries

 

 

 

 

 

9

 

Balance, end of period

 

$

(569

)

 

$

 

 

The fair value of mortgage servicing rights as of March 31, 2019, was approximately $11.9 million and at December 31, 2018, the fair value was approximately $12.2 million.

Key economic assumptions in measuring the value of mortgage servicing rights at March 31, 2019, and December 31, 2018, were as follows:

 

 

 

March 31, 2019

 

 

December 31, 2018

 

Weighted average prepayment rate

 

187 PSA

 

 

145 PSA

 

Weighted average life (in years)

 

6.33

 

 

7.26

 

Weighted average discount rate

 

11.00%

 

 

11.00%

 

 

 

31


 

8.

OTHER REAL ESTATE OWNED AND OTHER REPOSSESSED ASSETS

Real estate owned and other repossessed assets at March 31, 2019 and December 31, 2018 were as follows:

 

 

March 31, 2019

 

 

December 31, 2018

 

 

(Dollars in thousands)

 

Real estate owned and other repossessed assets

$

1,498

 

 

$

1,396

 

Valuation allowance

 

(318

)

 

 

(308

)

End of period

$

1,180

 

 

$

1,088

 

 

Activity in the valuation allowance was as follows:

 

 

Three Months Ended

 

 

March 31, 2019

 

 

March 31, 2018

 

 

(Dollars in thousands)

 

Beginning of period

$

308

 

 

$

403

 

Additions charged to expense

 

19

 

 

 

23

 

Sales of real estate owned with a valuation allowance

 

(9

)

 

 

(139

)

End of period

$

318

 

 

$

287

 

 

Expenses related to foreclosed and repossessed assets include:

 

 

Three Months Ended

 

 

March 31, 2019

 

 

March 31, 2018

 

 

(Dollars in thousands)

 

Net loss on sales

$

12

 

 

$

55

 

Provision for unrealized losses

 

19

 

 

 

23

 

Operating expenses, net of rental income

 

39

 

 

 

36

 

Total expenses

$

70

 

 

$

114

 

 

 

 

9.

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:

Trading securities:   The fair values of trading securities are determined by obtaining quoted prices from a counterparty who makes a market in the securities (Level 1 inputs).

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), using matrix pricing.  Matrix pricing is a mathematical technique commonly used to price debt securities that are not actively traded, values debt securities without relying on the securities’ relationship to other benchmark quoted securities (Level 2 inputs).

32


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 loa n 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 in puts 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 con ditions 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).

Loans held for sale, at fair value :  The Company elected the fair value option for all conventional residential one-to four-family loans held for sale originated after January 1, 2016 and all permanent construction loans held for sale originated on or after January 1, 2015.   The fair value of conventional loans held for sale is determined using the current 15 day forward contract price for either 15 or 30 year conventional mortgages (Level 2).

The fair value of the Company’s permanent construction loans held for sale is determined using the current 60 day forward contract price for 30 year conventional loans which is then adjusted by extrapolating this rate to the estimated time period remaining until construction is complete.  The fair value is also adjusted for unobservable market data such as estimated fall out rates and the estimated time from origination to completion of construction (Level 3).  

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).

Interest rate swaps:   Home Savings periodically enters into interest rate swap agreements with its commercial customers who desire a fixed rate loan term that is longer than Home Savings is willing to extend.  Home Savings then enters into a reciprocal swap agreement with a 3 rd party that offsets the interest rate risk from the interest rate swap extended to the customer.  The interest rate swaps are derivative instruments which are carried at fair value on the consolidated balance sheet.  Home Savings uses an independent third party that performs a market valuation analysis for both swap positions (Level 2).

33


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

 

 

 

 

 

 

Fair Value Measurements at March 31, 2019 Using:

 

 

 

 

 

 

Quoted

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Prices in

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Active

 

 

Significant

 

 

 

 

 

 

 

 

 

 

Markets for

 

 

Other

 

 

Significant

 

 

 

 

 

 

Identical

 

 

Observable

 

 

Unobservable

 

 

March 31,

 

 

Assets

 

 

Inputs

 

 

Inputs

 

 

2019

 

 

(Level 1)

 

 

(Level 2)

 

 

(Level 3)

 

 

(Dollars in thousands)

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trading securities

$

666

 

 

$

235

 

 

$

431

 

 

$

 

Available for sale securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury and agency securities

 

97,093

 

 

 

 

 

 

97,093

 

 

 

 

States and municipalities

 

31,310

 

 

 

 

 

 

31,310

 

 

 

 

Corporate debt securities

 

2,026

 

 

 

 

 

 

2,026

 

 

 

 

Collateralized mortgage obligations

 

33,569

 

 

 

 

 

 

33,569

 

 

 

 

Mortgage-backed securities

 

73,423

 

 

 

 

 

 

73,423

 

 

 

 

Loans held for sale, at fair value

 

77,676

 

 

 

 

 

 

11,880

 

 

 

65,796

 

Purchased certificate of deposit option

 

328

 

 

 

 

 

 

328

 

 

 

 

Interest rate swaps

 

81

 

 

 

 

 

 

81

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Written certificate of deposit option

 

328

 

 

 

 

 

 

328

 

 

 

 

Interest rate swaps

 

90

 

 

 

 

 

 

90

 

 

 

 

 

 

 

 

 

 

Fair Value Measurements at December 31, 2018 Using:

 

 

 

 

 

 

Quoted

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Prices in

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Active

 

 

Significant

 

 

 

 

 

 

 

 

 

 

Markets for

 

 

Other

 

 

Significant

 

 

 

 

 

 

Identical

 

 

Observable

 

 

Unobservable

 

 

December 31,

 

 

Assets

 

 

Inputs

 

 

Inputs

 

 

2018

 

 

(Level 1)

 

 

(Level 2)

 

 

(Level 3)

 

 

(Dollars in thousands)

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trading securities

$

364

 

 

$

364

 

 

 

 

 

 

 

Available for sale securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury and agency securities

 

95,581

 

 

 

 

 

 

95,581

 

 

 

 

States and municipalities

 

47,746

 

 

 

 

 

 

47,746

 

 

 

 

Corporate debt securities

 

2,004

 

 

 

 

 

 

2,004

 

 

 

 

Collateralized mortgage obligations

 

22,108

 

 

 

 

 

 

22,108

 

 

 

 

Mortgage-backed securities

 

74,204

 

 

 

 

 

 

74,204

 

 

 

 

Loans held for sale, at fair value

 

91,472

 

 

 

 

 

 

11,221

 

 

 

80,251

 

Purchased certificate of deposit option

 

261

 

 

 

 

 

 

261

 

 

 

 

Interest rate swaps

 

56

 

 

 

 

 

 

56

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Written certificate of deposit option

 

261

 

 

 

 

 

 

261

 

 

 

 

Interest rate swaps

 

62

 

 

 

 

 

 

62

 

 

 

 

 

There were no transfers between Level 1 and Level 2 during the first quarter of 2019 or fiscal year 2018.

34


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 months ended March 31, 2019 and 2018.  

 

 

Loans Held for Sale, At Fair Value

 

 

For the Three Months Ended

March 31,

 

 

2019

 

 

2018

 

 

(Dollars in thousands)

 

Balance of recurring Level 3 assets at beginning of period

$

80,251

 

 

$

65,016

 

Total gains (losses) for the period

 

 

 

 

 

 

 

Included in change in fair value of loans held for sale

 

1,069

 

 

 

(2,158

)

Included in other comprehensive income

 

 

 

 

 

Originations/Draws on construction perm loans

 

23,097

 

 

 

26,811

 

Amortization

 

 

 

 

 

Sales

 

(38,621

)

 

 

(25,117

)

Balance of recurring Level 3 assets at end of period

$

65,796

 

 

$

64,552

 

 

The following table presents quantitative information about recurring Level 3 fair value measurements at March 31, 2019:

 

 

 

 

 

 

Valuation

 

Unobservable

 

 

 

Fair Value

 

 

Technique(s)

 

Input(s)

 

Range

Construction loans held for sale

$

65,796

 

 

Comparable sales

 

Time discount

 

0.00-1.13%

 

The following table presents quantitative information about recurring Level 3 fair value measurements at December 31, 2018:

 

 

 

 

 

 

Valuation

 

Unobservable

 

 

 

Fair Value

 

 

Technique(s)

 

Input(s)

 

Range

Construction loans held for sale

$

80,251

 

 

Comparable sales

 

Time discount

 

0.00-1.05%

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.

35


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 March 31, 2019 Using:

 

 

 

 

 

 

Quoted

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Prices in

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Active

 

 

Significant

 

 

 

 

 

 

 

 

 

 

Markets for

 

 

Other

 

 

Significant

 

 

 

 

 

 

Identical

 

 

Observable

 

 

Unobservable

 

 

March 31,

 

 

Assets

 

 

Inputs

 

 

Inputs

 

 

2019

 

 

(Level 1)

 

 

(Level 2)

 

 

(Level 3)

 

 

(Dollars in thousands)

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Impaired loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nonresidential

$

1,527

 

 

$

 

 

$

 

 

$

1,527

 

Secured Commercial

 

310

 

 

 

 

 

 

 

 

 

310

 

Residential loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

One-to four-family residential

 

241

 

 

 

 

 

 

 

 

 

241

 

Consumer loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Auto

 

8

 

 

 

 

 

 

 

 

 

8

 

Marine

 

105

 

 

 

 

 

 

 

 

 

105

 

Recreational vehicle

 

342

 

 

 

 

 

 

 

 

 

342

 

Mortgage servicing rights

 

3,126

 

 

 

 

 

 

3,126

 

 

 

 

Other real estate owned, net

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction loans

 

73

 

 

 

 

 

 

 

 

 

73

 

Residential loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

One-to four-family residential

 

102

 

 

 

 

 

 

 

 

 

102

 

 

 

 

 

 

 

Fair Value Measurements at December 31, 2018 Using:

 

 

 

 

 

 

Quoted

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Prices in

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Active

 

 

Significant

 

 

 

 

 

 

 

 

 

 

Markets for

 

 

Other

 

 

Significant

 

 

 

 

 

 

Identical

 

 

Observable

 

 

Unobservable

 

 

December 31,

 

 

Assets

 

 

Inputs

 

 

Inputs

 

 

2018

 

 

(Level 1)

 

 

(Level 2)

 

 

(Level 3)

 

 

(Dollars in thousands)

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Impaired loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Secured

$

419

 

 

$

 

 

$

 

 

$

419

 

Residential loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

One-to four-family residential

 

540

 

 

 

 

 

 

 

 

 

540

 

Consumer loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Auto

 

8

 

 

 

 

 

 

 

 

 

8

 

Mortgage servicing rights

 

2,990

 

 

 

 

 

 

2,990

 

 

 

 

Other real estate owned, net

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Auto

 

181

 

 

 

 

 

 

 

 

 

181

 

Residential loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

One-to four-family residential

 

121

 

 

 

 

 

 

 

 

 

121

 

 

36


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 o f $2.5 million at March 31, 2019, that includes a specific valuation allowance of $105,000. This resulted in an increase of the provision for loan losses of $36,000 during the three months ended March 31, 2019. Impaired loans with specific allocations of t he 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 $499,000 at March 31, 2018, which includes a specific valuation allow ance of $491,000. This resulted in an increase in the provision for loan losses of $42,000 for the three months ended March 31, 2018.  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 $967,000 at December 31, 2018, that includes a specific valuation allowance of $69,000.

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 March 31, 2019, mortgage servicing rights carried at fair value totaled $3.1 million with a valuation allowance of $569,000.  At March 31, 2018, no mortgage servicing rights were carried at fair value.  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 $499,000 for the three months ended March 31, 2019.  A net recovery reflected in other income totaled $9,000 for the three months ended March 31, 2018.  The value reflects the characteristics of the underlying loans.  

At March 31, 2019, 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 $175,000, with a valuation allowance of $318,000. This resulted in expense of $19,000 during the three months ended March 31, 2019.  At March 31, 2018, 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 $386,000 with a valuation allowance of $287,000. This resulted in expense of $23,000 during the three months ended March 31, 2018. At December 31, 2018, other real estate owned had a net carrying amount of $302,000, with a valuation allowance of $308,000.

The following table presents quantitative information about Level 3 fair value measurements for financial instruments measured at fair value on a nonrecurring basis at March 31, 2019:

 

 

 

Fair Value

 

 

Valuation Technique(s)

 

Unobservable Input(s)

 

Range (Weighted Average)

Impaired loans:

 

 

 

 

 

 

 

 

 

 

Commercial loans

 

 

 

 

 

 

 

 

 

 

Nonresidential

 

$

1,527

 

 

Sales comparison approach

 

Adjustment for differences

between comparable sales

 

0.00-35.00%  (15.00%)

Secured Commercial

 

 

310

 

 

Sales comparison approach

 

Adjustment for differences

between comparable sales

 

0.00-35.00%  (15.00%)

Residential loans

 

 

 

 

 

 

 

 

 

 

One-to four-family residential

 

 

241

 

 

Sales comparison approach

 

Adjustment for differences

between comparable sales

 

0.00%-10.77%  (4.27%)

Consumer loans

 

 

 

 

 

 

 

 

 

 

Auto

 

 

8

 

 

Sales comparison approach

 

Adjustment for differences

between comparable sales

 

0.00%-17.85%  (8.93%)

Marine

 

 

105

 

 

Sales comparison approach

 

Adjustment for differences

between comparable sales

 

0.00%-17.85%  (8.93%)

Recreational vehicle

 

 

342

 

 

Sales comparison approach

 

Adjustment for differences

between comparable sales

 

0.00%-17.85%  (8.93%)

Other real estate owned, net

 

 

 

 

 

 

 

 

 

 

Commercial loans

 

 

 

 

 

 

 

 

 

 

Construction loans

 

 

73

 

 

Sales comparison approach

 

Adjustment for differences

between comparable sales

 

0.00%-50.00%  (45.85%)

Residential loans

 

 

 

 

 

 

 

 

 

 

One-to four-family residential

 

 

102

 

 

Sales comparison approach

 

Adjustment for differences

between comparable sales

 

0.00%-14.22%  (14.22%)

 

37


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, 2018:

 

 

 

Fair Value

 

 

Valuation Technique(s)

 

Unobservable Input(s)

 

Range (Weighted Average)

Impaired loans:

 

 

 

 

 

 

 

 

 

 

Commercial loans

 

 

 

 

 

 

 

 

 

 

Secured

 

 

419

 

 

Sales comparison approach

 

Adjustment for differences

between comparable sales

 

0.00%-64.00%  (16.00%)

Residential loans

 

 

 

 

 

 

 

 

 

 

One-to four-family residential

 

 

540

 

 

Sales comparison approach

 

Adjustment for differences

between comparable sales

 

0.00%-10.77%  (4.27%)

Other real estate owned:

 

 

 

 

 

 

 

 

 

 

Commercial loans

 

 

 

 

 

 

 

 

 

 

Construction loans

 

 

181

 

 

Sales comparison approach

 

Adjustment for differences

between comparable sales

 

0.00%-52.90%  (52.41%)

Residential loans

 

 

 

 

 

 

 

 

 

 

One-to four-family residential

 

 

121

 

 

Sales comparison approach

 

Adjustment for differences

between comparable sales

 

0.00%-13.43%  (13.43%)

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 March 31, 2019 and December 31, 2018.  

 

 

 

March 31, 2019

 

 

December 31, 2018

 

 

 

(Dollars in thousands)

 

Aggregate fair value

 

$

77,676

 

 

$

91,472

 

Contractual balance

 

 

72,856

 

 

 

87,731

 

Gain

 

 

4,820

 

 

 

3,741

 

 

The total amount of gains and losses from changes in fair value included in earnings for the three months ended March 31, 2019 and 2018 for loans held for sale, at fair value were:

 

 

 

For the Three Months Ended

 

 

 

March 31, 2019

 

 

March 31, 2018

 

 

 

(Dollars in thousands)

 

Interest  income

 

$

 

 

$

 

Interest expense

 

 

 

 

 

 

Change in fair value

 

 

1,079

 

 

 

(2,482

)

Total change in fair value

 

$

1,079

 

 

$

(2,482

)

 

38


In accordance with U.S. GAAP, the carrying value and estimated fair values of financial instruments at March 31, 2019 and December 31, 2018, were as follows:

 

 

 

 

 

 

Fair Value Measurements at March 31, 2019 Using:

 

 

March 31,

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Carrying Value

 

 

(Level 1)

 

 

(Level 2)

 

 

(Level 3)

 

 

(Dollars in thousands)

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

$

77,197

 

 

$

77,197

 

 

$

 

 

$

 

Trading securities

 

666

 

 

 

235

 

 

 

431

 

 

 

 

Available for sale securities

 

237,421

 

 

 

 

 

 

237,421

 

 

 

 

Held to maturity securities

 

75,760

 

 

 

 

 

 

70,862

 

 

 

3,886

 

Loans held for sale, at fair value

 

77,676

 

 

 

 

 

 

11,880

 

 

 

65,796

 

Loans, net

 

2,215,549

 

 

 

 

 

 

 

 

 

2,183,520

 

Purchased certificate of deposit option

 

328

 

 

 

 

 

 

328

 

 

 

 

Interest rate swaps

 

81

 

 

 

 

 

 

81

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposits:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Checking, savings and money market accounts

 

(1,398,123

)

 

 

(1,398,123

)

 

 

 

 

 

 

Certificates of deposit

 

(891,680

)

 

 

 

 

 

(888,509

)

 

 

 

FHLB advances

 

(204,000

)

 

 

 

 

 

(204,000

)

 

 

 

Repurchase agreements and other

 

(254

)

 

 

 

 

 

(250

)

 

 

 

Written certificate of deposit option

 

(328

)

 

 

 

 

 

(328

)

 

 

 

Interest rate swaps

 

(90

)

 

 

 

 

 

(90

)

 

 

 

 

 

 

 

 

 

Fair Value Measurements at December 31, 2018 Using:

 

 

December 31,

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Carrying Value

 

 

(Level 1)

 

 

(Level 2)

 

 

(Level 3)

 

 

(Dollars in thousands)

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

$

60,985

 

 

$

60,985

 

 

$

 

 

$

 

Trading securities

 

364

 

 

 

364

 

 

 

 

 

 

 

Available for sale securities

 

241,643

 

 

 

 

 

 

241,643

 

 

 

 

Held to maturity securities

 

77,491

 

 

 

 

 

 

71,206

 

 

 

3,869

 

Loans held for sale, at fair value

 

91,472

 

 

 

 

 

 

11,221

 

 

 

80,251

 

Loans, net

 

2,176,842

 

 

 

 

 

 

 

 

 

2,138,319

 

Purchased certificate of deposit option

 

261

 

 

 

 

 

 

261

 

 

 

 

Interest rate swaps

 

56

 

 

 

 

 

 

 

56

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposits:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Checking, savings and money market accounts

 

(1,305,439

)

 

 

(1,305,439

)

 

 

 

 

 

 

Certificates of deposit

 

(907,781

)

 

 

 

 

 

(904,198

)

 

 

 

FHLB advances

 

(243,000

)

 

 

 

 

 

(243,000

)

 

 

 

Repurchase agreements and other

 

(224

)

 

 

 

 

 

(213

)

 

 

 

Written certificate of deposit option

 

(261

)

 

 

 

 

 

(261

)

 

 

 

Interest rate swaps

 

(62

)

 

 

 

 

 

(62

)

 

 

 

 

 

39


 

10.

STATEMENT OF CASH FLOWS SUPPLEMENTAL DISCLOSURE

Supplemental disclosures of cash flow information are summarized below.

 

 

For the Three Months Ended

March 31,

 

 

2019

 

 

2018

 

 

(Dollars in thousands)

 

Supplemental disclosures of cash flow information

 

 

 

 

 

 

 

Cash paid  during the period for:

 

 

 

 

 

 

 

Interest on deposits and borrowings

$

7,002

 

 

$

4,251

 

Income taxes

 

3,435

 

 

 

 

Supplemental schedule of noncash activities:

 

 

 

 

 

 

 

Transfers from loans to real estate owned and other repossessed assets

 

519

 

 

 

290

 

Accretion of securities held to maturity

 

31

 

 

 

38

 

Right of use asset recorded

 

5,227

 

 

 

 

 

 

 

11.

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. There were 50,000 stock options that were anti-dilutive for the three months ended March 31, 2019 and March 31, 2018.

 

 

For the Three Months Ended

March 31,

 

 

2019

 

 

2018

 

 

(Dollars in thousands, except per share data)

 

Net income per consolidated statements of income

$

8,656

 

 

$

8,556

 

Net income allocated to participating securities

 

(30

)

 

 

(41

)

Net income allocated to common stock

$

8,626

 

 

$

8,515

 

 

 

 

 

 

 

 

 

Basic earnings per common share computation:

 

 

 

 

 

 

 

Distributed earnings allocated to common stock

$

3,420

 

 

$

2,973

 

Undistributed earnings allocated to common stock

 

5,206

 

 

 

5,542

 

Net income allocated to common stock

$

8,626

 

 

$

8,515

 

Weighted average common shares outstanding, including shares

   considered participating securities

 

49,024

 

 

 

49,850

 

Less: Average participating securities

 

(170

)

 

 

(239

)

Weighted average shares

 

48,854

 

 

 

49,611

 

Basic earnings per common share

$

0.18

 

 

$

0.17

 

 

 

 

 

 

 

 

 

Diluted earnings per common share computation:

 

 

 

 

 

 

 

Net income allocated to common stock

$

8,626

 

 

$

8,515

 

Weighted average common shares outstanding for basic earnings per common share

 

48,854

 

 

 

49,611

 

Add: Dilutive effects of assumed exercises of stock options and LTIP awards

 

259

 

 

 

274

 

Weighted average shares and dilutive potential common shares

 

49,113

 

 

 

49,885

 

Diluted earnings per common share

$

0.18

 

 

$

0.17

 

 

 

 

12.

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, accretion of unrealized losses on held to maturity securities and disproportionate tax effects. The change includes reclassification of net gains or (losses) on sales of securities of $144,000 and $139,000 for the three months ended March 31, 2019 and 2018, respectively.  Reclassifications also includes accretion of unrealized losses on held to maturity securities.    

40


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

 

 

Total

 

March 31, 2019

 

(Dollars in thousands)

 

Balances at beginning of period, net of tax

 

$

(3,781

)

 

$

(17,110

)

 

$

(545

)

 

$

(21,436

)

Other comprehensive income before

   reclassifications

 

 

3,110

 

 

 

 

 

 

 

 

 

3,110

 

Accretion of unrealized losses of securities

   transferred from available for sale to

   held to maturity recognized in other

   comprehensive income

 

 

 

 

 

 

 

 

24

 

 

 

24

 

Reclassification adjustment for gains realized

   in income

 

 

(114

)

 

 

 

 

 

 

 

 

(114

)

Net current period other comprehensive income

 

 

2,996

 

 

 

 

 

 

24

 

 

 

3,020

 

Balances at end of period, net of tax

 

$

(785

)

 

$

(17,110

)

 

$

(521

)

 

$

(18,416

)

 

 

 

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

 

 

Total

 

March 31, 2018

 

(Dollars in thousands)

 

Balances at beginning of period, net of tax

 

$

(904

)

 

$

(17,110

)

 

$

(671

)

 

$

(18,685

)

Other comprehensive income before

   reclassifications

 

 

(3,910

)

 

 

 

 

 

 

 

 

(3,910

)

Accretion of unrealized losses of securities

   transferred from available for sale to

   held to maturity recognized in other

   comprehensive income

 

 

 

 

 

 

 

 

30

 

 

 

30

 

Reclassification adjustment for gains realized

   in income

 

 

(110

)

 

 

 

 

 

 

 

 

(110

)

Net current period other comprehensive income

 

 

(4,020

)

 

 

 

 

 

30

 

 

 

(3,990

)

Balances at end of period, net of tax

 

$

(4,924

)

 

$

(17,110

)

 

$

(641

)

 

$

(22,675

)

 

41


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).The e ntire 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 deferr ed 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 Compa ny’s election of the “portfolio approach”, until such time as the Company would cease to have an available for sale security portfolio.

The following are significant amounts reclassified out of each component of accumulated comprehensive income (loss) for the three months ended March 31, 2019:

 

 

 

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

 

$

(144

)

 

Net gains on securities   available for sale

 

 

 

30

 

 

Tax expense

Total reclassification during the period

 

$

(114

)

 

Net of tax, increase to net income

 

The following are significant amounts reclassified out of each component of accumulated comprehensive income (loss) for the three months ended March 31, 2018:

 

 

 

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

 

$

(139

)

 

Net gains   on securities   available for sale

 

 

 

29

 

 

Tax expense

Total reclassification during the period

 

$

(110

)

 

Net of tax, increase to net income

 

 

 

13.

REGULATORY CAPITAL REQUIREMENTS

Home Savings is 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. 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, 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 was fully phased in beginning January 1, 2019.  The capital conservation buffer is now 2.50%.  The capital conservation buffer for 2018 was 1.875%.

42


Quantitative measures established by regulation for capital adequacy require Home Savings to maintain minimum r atios 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).  Home Savings’ Common Equity Tier 1 capital consists of common stock a nd related paid-in capital, net of treasury stock, and retained earnings. Common Equity Tier 1 for 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.

 

 

 

March 31, 2019

 

 

 

 

 

 

 

 

 

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)

 

$

299,782

 

 

 

13.90

%

 

$

172,513

 

 

 

8.00

%

 

$

215,642

 

 

 

10.00

%

Tier 1 capital (to risk-weighted assets)

 

 

279,388

 

 

 

12.96

%

 

 

129,385

 

 

 

6.00

%

 

 

172,513

 

 

 

8.00

%

Common equity Tier 1 capital (to risk-weighted

   assets)

 

 

279,388

 

 

 

12.96

%

 

 

97,039

 

 

 

4.50

%

 

 

140,167

 

 

 

6.50

%

Tier 1 capital (to average assets)**

 

 

279,388

 

 

 

9.99

%

 

 

111,825

 

 

 

4.00

%

 

 

139,782

 

 

 

5.00

%

 

 

 

 

December 31, 2018

 

 

 

 

 

 

 

 

 

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)

 

$

301,864

 

 

 

14.30

%

 

$

168,841

 

 

 

8.00

%

 

$

211,051

 

 

 

10.00

%

Tier 1 capital (to risk-weighted assets)

 

 

281,475

 

 

 

13.34

%

 

 

126,631

 

 

 

6.00

%

 

 

168,841

 

 

 

8.00

%

Common equity Tier 1 capital (to risk-weighted

   assets)

 

 

281,475

 

 

 

13.34

%

 

 

94,973

 

 

 

4.50

%

 

 

137,183

 

 

 

6.50

%

Tier 1 capital (to average assets)**

 

 

281,475

 

 

 

10.11

%

 

 

111,318

 

 

 

4.00

%

 

 

139,147

 

 

 

5.00

%

 

**

Tier 1 Leverage Capital Ratio

Management believes that as of March 31, 2019 and December 31, 2018, Home Savings met all capital adequacy requirements to which it was subject.  As of March 31, 2019 and December 31, 2018, Home Savings met the capital requirements to be deemed well capitalized. There are no known conditions that would change this classification subsequent to March 31, 2019.  

 

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

 

 

March 31, 2019

 

 

December 31, 2018

 

Total shareholders' equity

$

281,849

 

 

$

281,006

 

Add (deduct)

 

 

 

 

 

 

 

Accumulated other comprehensive income

 

18,431

 

 

 

21,450

 

Intangible assets

 

(20,892

)

 

 

(20,981

)

Tier 1 Capital

 

279,388

 

 

 

281,475

 

Allowance for loan losses and allowance for unfunded lending commitments

   limited to 1.25% of total risk-weighted assets

 

20,394

 

 

 

20,389

 

Total risk-based capital

$

299,782

 

 

$

301,864

 

 

**

Tier 1 Leverage Capital Ratio

 

 

43


 

14.

INCOME TAXES

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

 

 

March 31,

 

 

December 31,

 

 

2019

 

 

2018

 

 

(Dollars in thousands)

 

Deferred tax assets:

 

 

 

 

 

 

 

Loan loss reserves

$

4,319

 

 

$

4,293

 

Depreciation

 

426

 

 

 

363

 

Other real estate owned valuation

 

67

 

 

 

65

 

Unrealized loss on securities available for sale

 

208

 

 

 

1,005

 

Unrealized loss on securities held to maturity

 

177

 

 

 

184

 

Interest on nonaccrual loans

 

414

 

 

 

425

 

Net operating loss carryforward

 

 

 

 

409

 

Accrued bonuses

 

566

 

 

 

840

 

Other

 

47

 

 

 

125

 

Deferred tax assets

 

6,224

 

 

 

7,709

 

Deferred tax liabilities:

 

 

 

 

 

 

 

Deferred loan fees

 

1,525

 

 

 

1,512

 

Federal Home Loan Bank stock dividends

 

2,236

 

 

 

2,749

 

Mortgage servicing rights

 

1,569

 

 

 

1,603

 

Purchase accounting adjustment

 

167

 

 

 

62

 

Prepaid expenses

 

235

 

 

 

228

 

Deferred tax liabilities

 

5,732

 

 

 

6,154

 

Net deferred tax asset

$

492

 

 

$

1,555

 

 

As of March 31, 2019, the net deferred tax asset was $0.5 million, and as of December 31, 2018, the net deferred tax asset was $1.6 million.

The Company’s ultimate realization of the net deferred tax asset 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.

 

Effective tax rates differ from the statutory federal income tax rate of 21% for 2019 and 2018 due to the following:

 

 

For the Three Months Ended

March 31,

 

 

2019

 

 

2018

 

 

Dollars

 

 

Rate

 

 

Dollars

 

 

Rate

 

 

(Dollars in thousands)

 

Tax at statutory rate:

$

2,210

 

 

 

21.00

%

 

$

2,172

 

 

 

21.00

%

Increase (decrease) due to:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tax exempt income

 

(60

)

 

 

(0.57

)%

 

 

(34

)

 

 

(0.33

)%

Life insurance

 

(81

)

 

 

(0.77

)%

 

 

(91

)

 

 

(0.88

)%

Stock compensation

 

(58

)

 

 

(0.55

)%

 

 

(128

)

 

 

(1.24

)%

Other

 

(143

)

 

 

(1.36

)%

 

 

(130

)

 

 

(1.26

)%

Income tax provision

$

1,868

 

 

 

17.75

%

 

$

1,789

 

 

 

17.29

%

 

 

44


 

15.

GOODWILL AND INTANGIBLE ASSETS

 

Goodwill:

The change in goodwill during the periods presented is as follows:

 

 

March 31, 2019

 

 

December 31, 2018

 

 

(In thousands)

 

Beginning of the year

$

20,221

 

 

$

20,221

 

Impairment

 

 

 

End of the year

$

20,221

 

 

$

20,221

 

 

Impairment exists when a reporting unit’s carrying value of goodwill exceeds its fair value.  If the carrying amount of a reporting unit is zero or less than zero, a qualitative analysis of whether it is more likely than not that the reporting unit goodwill is impaired will be performed.  The qualitative assessment indicated that it was more likely than not that the fair value of the reporting unit exceeded its carrying value, resulting in no impairment.  The Company did not have any reporting units with a carrying amount of zero or less than zero at March 31, 2019 or December 31, 2018.

Acquired Intangible Assets:

 

 

March 31, 2019

 

 

December 31, 2018

 

 

Gross

 

 

 

 

 

 

Gross

 

 

 

 

 

 

Carrying

 

 

Accumulated

 

 

Carrying

 

 

Accumulated

 

 

Amount

 

 

Amortization

 

 

Amount

 

 

Amortization

 

 

(In thousands)

 

Amortized intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Core deposit intangibles

$

11,184

 

 

$

9,663

 

 

$

11,184

 

 

$

9,581

 

Customer list intangible

 

2,547

 

 

 

378

 

 

 

2,547

 

 

 

333

 

Total

$

13,731

 

 

$

10,041

 

 

$

13,731

 

 

$

9,914

 

 

Aggregate amortization expense for the three months ended March 31, 2019 and 2018 was $127,000 and $113,000, respectively.  Estimated amortization expense for the remainder of 2019 and the next five years is as follows:

 

Remainder of 2019

 

$

382,000

 

2020

 

 

510,000

 

2021

 

 

510,000

 

2022

 

 

510,000

 

2023

 

 

510,000

 

2024

 

 

510,000

 

 

 

 

16.

QUALIFIED AFFORDABLE HOUSING PROJECT INVESTMENTS

The Company invests in qualified affordable housing projects.  At March 31, 2019 and December 31, 2018, the balance of the investment for qualified affordable housing projects was $8.2 million and $8.4 million, respectively.  These balances are reflected in other assets on the consolidated balance sheet.  Total unfunded commitments related to the investments in qualified affordable housing projects totaled $5.9 million and $6.5 million at March 31, 2019 and December 31, 2018, respectively.  The Company expects to fulfill these commitments over the next eight to ten years.

 

During the three months ended March 31, 2019 and 2018, the Company recognized amortization expense of $172,000 and $122,000, respectively, which was included within income tax expense on the consolidated statements of income.  

 

Additionally, during the three months ended March 31, 2019 and 2018, the Company recognized tax credits and other benefits from its investment in affordable housing tax credits of $197,000 and $138,000, respectively.  During the three months ended March 31, 2019 and 2018, the Company incurred no impairment losses.

 

 

45


 

17.

DERIVATIVES

 

The Company periodically enters into written and purchased option derivative instruments to facilitate an equity linked time deposit product (the Power CD). The Power CD is a time deposit that provides the purchaser a guaranteed return of principal at maturity plus a potential equity return (a written option), while Home Savings receives a known stream of funds based on the equity return (a purchased option). The written and purchased options are mirror derivative instruments which are carried at fair value on the consolidated statements of financial condition.

Summary information about purchased and written options is as follows:

 

 

 

March 31, 2019

 

 

December 31, 2018

 

 

 

(Dollars in thousands)

 

Notional amount of purchased/written option

 

$

13,002

 

 

$

13,024

 

Weighted average maturity

 

1.3 years

 

 

1.6 years

 

Fair value of purchased/written option

 

$

328

 

 

$

261

 

 

Purchased and written options are mirror derivative instruments and as such the changes in fair value are recorded through noninterest income, and offset each other. These options decreased in value $548,000 in 2018 and decreased in value by $79,000 in 2017.

The following table reflects the fair value and location in the consolidated statement of financial condition of interest rate caps, along with purchased and written certificates of deposit options:

 

Included in other assets:

 

 

 

March 31, 2019

 

 

December 31, 2018

 

 

 

(Dollars in thousands)

 

Freestanding derivative assets not designated as hedges:

 

 

 

 

 

 

 

 

Purchased certificate of deposit option

 

$

328

 

 

$

261

 

 

 

Included in other liabilities:

 

 

 

March 31, 2019

 

 

December 31, 2018

 

 

 

(Dollars in thousands)

 

Freestanding derivative liabilities not designated as hedges:

 

 

 

 

 

 

 

 

Written certificate of deposit option

 

$

328

 

 

$

261

 

 

The Company is subject to counterparty risk. Counterparty risk is the risk to the Company that the counterparty will not live up to its contractual obligations. The ability of the Company to realize the benefit of the derivative contracts is dependent on the creditworthiness of the counterparty, which the Company expects will perform in accordance with the terms of the contracts.

 

Interest Rate Swaps

 

The Company maintains an interest rate protection program for commercial loan customers, which was established in 2018. Under this program, the Company provides a customer with a fixed rate loan while creating a variable rate asset for the Company by the customer entering into an interest rate swap with terms that match the loan.  The Company offsets its risk exposure by entering into an offsetting interest rate swap with an unaffiliated institution.  The Company had interest rate swaps associated with commercial loans with a notional value of $2.5 million and fair value of $81,000 in other assets and $90,000 in other liabilities. The difference in fair value of $9,000 between the asset and liability accounts represents a credit valuation adjustment that flows through noninterest income in the first quarter of 2019.  At December 31, 2018 the Company had interest rate swaps associated with commercial loans with a notional valued of $2.5 million and fair value of $56,000 in other assets and $62,000 in other liabilities. . The difference in fair value of $6,000 between the asset and liability accounts represents a credit valuation adjustment that flows through noninterest income during 2018.  These interest rate swaps did not have a material impact on the Company’s statements of operation or financial condition.

 

46


 

18.

LEASES

 

Operating lease are recorded as a right of use (“ROU”) asset and operating lease liability, included in other assets and other liabilities, respectively, on the consolidated balance sheet beginning January 1, 2019 when the Company adopted ASU 2016-02 prospectively.  Operating lease ROU assets represent the right to use an underlying asset during the lease term and operating lease liabilities represent the obligation to make lease payments arising from the lease.  ROU assets and operating lease liabilities are recognized at lease commencement based on the present value of the remaining lease payments using a discount rate that represents the incremental borrowing rate at the lease commencement date.  Operating lease expense, which is comprised of amortization of the amortization of the ROU asset and the implicit interest accreted on the operating lease liability, is recognized on a straight line basis over the lease term and is recorded primarily in net occupancy expense in the consolidated statements of comprehensive income.

 

Operating leases relate primarily to bank branches, office space and license agreements with remaining lease terms of generally 1 to 23 years, which includes options for multiple extensions, with a weighted-average lease term of 7 years.  As of March 31, 2019, operating lease ROU assets and liabilities were $4.9 million and $5.3 million, respectively.  The lease expense for operating leases was $319,000 for the three months ended March 31, 2019.  The weighted average discount rate was 2.68% as of March 31, 2019.

  

The right of use asset amortized $282,000 during the three months ended March 31, 2019.  Short-term lease expense was $31,000 for the three months ended March 31, 2019.

 

Future minimum lease payments under non-cancellable leases with initial or remaining lease terms in excess of one year at March 31, 2019 are as follows:

 

 

Year

(Dollars in thousands)

 

Remainder of 2019

$

955

 

2020

 

1,174

 

2021

 

938

 

2022

 

723

 

2023

 

395

 

2024 and thereafter

 

1,626

 

Total lease payments

$

5,811

 

Less:  Interest

 

(542

)

Present value of lease liabilities

$

5,269

 

 

 

Rent expense was $283,000 for the three months ended March 31, 2018.  Rent commitments under noncancelable operating leases for offices were as follows as of December 31, 2018, before considering renewal options that generally are present:

 

Year

(Dollars in thousands)

 

2019

$

1,085

 

2020

 

949

 

2021

 

892

 

2022

 

651

 

2023

 

346

 

Thereafter

 

867

 

     Total

$

4,790

 

 

 

47


ITEM 2. MANAGEMENT’S DI SCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

UNITED COMMUNITY FINANCIAL CORP.

 

 

 

At or

 

 

 

For the Three Months Ended

March 31,

 

Selected financial ratios and other data: (1)

 

2019

 

 

2018

 

Performance ratios:

 

 

 

 

 

 

 

 

Return on average assets (2)

 

 

1.22

%

 

 

1.28

%

Return on average equity (3)

 

 

10.99

%

 

 

11.44

%

Interest rate spread (4)

 

 

3.08

%

 

 

3.25

%

Net interest margin (5)

 

 

3.38

%

 

 

3.47

%

Noninterest expense to average assets

 

 

2.50

%

 

 

2.48

%

Efficiency ratio (6)

 

 

62.29

%

 

 

60.20

%

Average interest-earning assets to average interest-bearing liabilities

 

 

128.19

%

 

 

127.49

%

Capital ratios:

 

 

 

 

 

 

 

 

Average equity to average assets

 

 

11.14

%

 

 

11.19

%

Equity to assets, end of period

 

 

11.03

%

 

 

11.01

%

Tier 1 leverage ratio (Bank only)

 

 

9.99

%

 

 

10.38

%

Common equity Tier 1 capital (Bank only)

 

 

12.96

%

 

 

13.45

%

Tier 1 risk-based capital ratio (Bank only)

 

 

12.96

%

 

 

13.45

%

Total risk-based capital ratio (Bank only)

 

 

13.90

%

 

 

14.51

%

Asset quality ratios:

 

 

 

 

 

 

 

 

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

 

 

0.32

%

 

 

0.59

%

Nonperforming assets to average assets (8)

 

 

0.35

%

 

 

0.66

%

Nonperforming assets to total assets at end of period

 

 

0.34

%

 

 

0.65

%

Allowance for loan losses as a percent of loans

 

 

0.91

%

 

 

1.04

%

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

 

 

287.69

%

 

 

177.51

%

Total classified assets as a percent of Tier 1 Capital (Bank only)

 

 

11.77

%

 

 

17.44

%

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

   only)

 

 

12.01

%

 

 

14.36

%

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

   only)

 

 

10.99

%

 

 

16.17

%

Net (recoveries) chargeoffs as a percent of average loans

 

 

0.01

%

 

 

(0.00

)%

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

 

 

0.20

%

 

 

0.40

%

Per share data:

 

 

 

 

 

 

 

 

Basic earnings per common share (9)

 

$

0.18

 

 

$

0.17

 

Diluted earnings per common share (9)

 

 

0.18

 

 

 

0.17

 

Book value per common share (10)

 

 

6.44

 

 

 

5.94

 

Tangible book value per common share (11)

 

 

5.95

 

 

 

5.45

 

Cash dividend per common share

 

$

0.070

 

 

$

0.060

 

Dividend payout ratio (12)

 

 

38.89

%

 

 

35.09

%

 

Notes:

1.

Ratios for the three 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 and other assets

9.

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

10.

Shareholders’ equity divided by number of shares outstanding

11.

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

12.

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

48


Forward-Looking Statements

When used in this Form 10-Q or other materials we have filed or may file with the Securities and Exchange Commission, the words or phrases “will likely result,” “are expected to,” “plan to,” “will continue,” “is anticipated,” “is intended”, “believe”, “project”, “good”, “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 and Item 1A in our Annual Report on Form 10-K for the year ended December 31, 2018 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 March 31, 2019 and December 31, 2018

Available for sale securities decreased $4.2 million during the first quarter of 2019.  The decrease in the available for sale securities balance since December 31, 2018 was the result of pay downs, amortization of premiums/discounts on the securities and sales totaling $19.3 million offset by purchases totaling $11.3 million.  The sale was completed to provide additional liquidity for lending activity.  In addition, the net unrealized loss in the available for sale portfolio was $4.8 million at December 31, 2018, compared to a net unrealized loss of $1.0 million at March 31, 2019.  The decrease in interest rates during the first quarter positively impacted the change in unrealized losses.  

Held to maturity securities declined $1.7 million to $75.8 million at March 31, 2019 compared to December 31, 2018.  This change was the result of pay downs and the amortization of premiums/discounts on the securities.

Net loans increased $38.7 million to $2.2 billion during the first three months of 2019, primarily as a result of growth in the commercial loan portfolio.  Commercial loan balances were $974.7 million at March 31, 2019 compared to $942.9 million at December 31, 2018.    Residential one-to four-family mortgage loans increased $9.0 million during the quarter to $979.7 million at March 31, 2019 and consumer loan balances decreased $2.0 million for the same period.  See Note 6 to the consolidated financial statements for additional information regarding the composition of 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 $20.4 million at March 31, 2019, materially unchanged from the figure reported at December 31, 2018.  The allowance for loan losses as a percentage of loans was 0.91% at March 31, 2019, compared to 0.93% at December 31, 2018.  

The allowance for loan losses as a percentage of nonperforming loans was 287.7% at March 31, 2019, compared to 312.6% at December 31, 2018.  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 March 31, 2019, the Company evaluated 27 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.

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 $21.2 million at March 31, 2019 as compared to $20.6 million at December 31, 2018.

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 Savings 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 experiencing 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 $16.6 million at March 31, 2019 compared to $16.6 million at December 31, 2018.  Of the $16.6 million at March 31, 2019, $14.9 million were performing loans according to their modified terms.  The remaining balance of TDR loans of $1.7 million were considered nonperforming.

49


Nonperforming loans consist of nonaccrual loans and loans past due 90 days and still accruing. Nonperforming loa ns were $7.1 million, or 0.32% of loans, at March 31, 2019, compared to $6.5 million, or 0.30% of loans, at December 31, 2018.

Loans held for sale, carried at fair value, were $77.7 million at March 31, 2019, compared to $91.5 million at December 31, 2018.  The change was primarily attributable to the decline in the balance of saleable 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.  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.

Goodwill and other intangible assets decreased to $23.9 million during the first three months of 2019, which was due to the amortization of the customer list and core deposit intangibles.  

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 $385,000 as other non-interest income based on the change in cash value of the policies in the three months ended March 31, 2019 compared to $434,000 for the three months ended March 31, 2018.

Total deposits increased $76.6 million from $2.2 billion at December 31, 2018, to $2.3 billion at March 31, 2019.  The increase in deposits is primarily the result of growth in customer deposits (excluding brokered certificates of deposits) which totaled $106.0 million for the quarter.  Non-interest bearing customer deposits grew $10.4 million during the first three months of 2019 while interest bearing customer deposits grew $95.6 million.  Growth in money market accounts and certificate of deposit balances drove the majority of the increase in interest bearing deposits.  Brokered deposits declined $29.4 million during the quarter ended March 31, 2019 as the growth in customer deposits was used to pay down the level of brokered deposits.      

FHLB advances decreased from $243.0 million at December 31, 2018 to $204.0 million at March 31, 2019.  The change was primarily due to an increase in deposit balances that were used to pay down FHLB advances.

Shareholders’ equity increased $5.4 million to $314.7 million at March 31, 2019 from $309.3 million at December 31, 2018.  The increase is primarily due to the $8.7 million of net income earned during the period offset by dividends paid to shareholders of $3.4 million.  In addition, a positive change in accumulated other comprehensive income of $3.0 million during the quarter was offset by an net increase in the treasury stock balance of $2.8 million.  The Company repurchased 382,000 common shares during the quarter.  

Book value and tangible book value per common share as of March 31, 2019 was $6.44 and $5.95, respectively as compared to $6.30 and $5.81per common share, respectively as of December 31, 2018.  Book value per share is calculated as total shareholders’ equity divided by the number of common shares outstanding.  Tangible book value per share is calculated as total shareholders’ equity less goodwill and other intangible assets divided by the number of common shares outstanding.

Material Changes in Results of Operations for the Three Months Ended

March 31, 2019 and March 31, 2018

Net Income. United Community recognized net income for the three months ended March 31, 2019, of $8.7 million, or $0.18 per diluted common share compared to net income of $8.6 million for the three months ended March 31, 2018, or $0.17 per diluted share.  The continued growth in net interest income from higher earning assets, solid credit performance and growth in the Company’s noninterest income offset by an increase in noninterest expense have all led to the increase in net income.

Net Interest Income. Net interest income was $22.2 million in the first quarter of 2019 up from the $21.5 million recorded in the first quarter of 2018.  The growth of interest earning assets drove this increase offset by a 9 basis point decline in the net interest margin.  Net interest margin was 3.38% for the first quarter of 2019 compared to 3.47% in the first quarter of 2018.  The yield on interest earning assets increased 29 basis points year over year driven by an increase in yield on total loans of 26 basis points.  The yield on loans increased due to increases in market rates, the subsequent repricing of floating and adjustable rate loans and the accretion of purchase accounting adjustments.  The yield on securities increased 12 basis points to 2.62% for the first quarter of 2019.  

50


Interest income increased by $3.4 million in th e first quarter of 2019 compared to the same period in 2018, to $29.4 million from $26.1 million. The increase is primarily a result of an increase in average earning assets of $153.3 million along with an increase in the yield on average interest earning assets of 29 basis points.  Average total loans, net increased $169.7 million in the first quarter compared to the same period in 2018 while average securities declined $27.6 million during this same period.  Interest income from total loans, net increased to $25.9 million for the quarter ended March 31, 2019 compared to $22.8 million for the same period in 2018.  Income from securities decreased to $2.0 million for the quarter ended March 31, 2019 compared to $2.1 million for the quarter ended March 31, 20 18.  

 

Interest expense increased by $2.7 million in the first quarter of 2019 to $7.2 million compared to the same period in 2018. This increase was primarily due to a $108.8 million increase in average interest-bearing liabilities due to growth along with a 46 basis point increase in the cost of interest-bearing liabilities.  The increase in the cost of interest-bearing liabilities was primarily due to increases in market rates discussed previously.  The cost of average customer interest-bearing deposits increased 42 basis points to 110 basis points for the three months ended March 31, 2019 from 68 basis points for the three months ended March 31, 2018.  The cost of average brokered deposits increased 91 basis points to 2.30% and average Federal Home Loan Bank advances increased to 2.48% for the quarter ending March 31, 2019.  The Company continues to utilize short term brokered deposit and short term FHLB advances interchangeably depending upon which offers the better rate.  

 

 

 

For the Three Months Ended

March 31,

 

  

 

2019 vs. 2018

 

 

 

Increase

 

 

Total

 

 

 

(decrease) due to

 

 

increase

 

 

 

Rate

 

 

Volume

 

 

(decrease)

 

 

 

(Dollars in thousands)

 

Interest earning assets:

 

 

 

 

 

 

 

 

 

 

 

 

Loans

 

$

1,187

 

 

$

1,917

 

 

$

3,104

 

Loans held for sale

 

 

102

 

 

 

47

 

 

 

149

 

Securities:

 

 

 

 

 

 

 

 

 

 

 

 

Available for sale-taxable

 

 

104

 

 

 

(56

)

 

 

48

 

Available for sale-nontaxable

 

 

(11

)

 

 

(96

)

 

 

(107

)

Held to maturity-taxable

 

 

11

 

 

 

(54

)

 

 

(43

)

Held to maturity-nontaxable

 

 

3

 

 

 

27

 

 

 

30

 

Federal Home Loan Bank stock

 

 

26

 

 

 

(16

)

 

 

10

 

Other interest earning assets

 

 

90

 

 

 

57

 

 

 

147

 

Total interest earning assets

 

$

1,512

 

 

$

1,826

 

 

$

3,338

 

Interest bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Interest bearing deposits:

 

 

 

 

 

 

 

 

 

 

 

 

Savings accounts

 

$

3

 

 

$

(1

)

 

$

2

 

Checking accounts

 

 

699

 

 

 

54

 

 

 

753

 

Customer certificates of deposit

 

 

886

 

 

 

121

 

 

 

1,007

 

Brokered certificates of deposit

 

 

557

 

 

 

1,158

 

 

 

1,715

 

Federal Home Loan Bank advances:

 

 

 

 

 

 

 

 

 

 

 

 

Long-term advances

 

 

 

 

 

(431

)

 

 

(431

)

Short-term advances

 

 

(4,310

)

 

 

3,962

 

 

 

(348

)

Repurchase agreements and other

 

 

 

 

 

 

 

 

 

Total interest bearing liabilities

 

$

(2,165

)

 

$

4,863

 

 

 

2,698

 

Change in net interest income

 

 

 

 

 

 

 

 

 

$

640

 

 

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 $61,000 in the first quarter of 2019, compared to $407,000 in the first quarter of 2018.  Provision expense in the first quarter of 2019 was primarily driven by loan growth during the period offset by a lower level of required allowance for loan losses.  Net charge-offs in the first quarter of 2019 were $58,000.    

51


Noninterest Income. Non-interest income was $6.1 million in the first quarter of 2019 compared to $5.8 million in the first quarter of 2018.  The increase was primarily driven by increases in agency income of $124,000, mortgage banking income of $318,000, brokerage income of $98,000, mortgage servicing fee/amortization income of $115,000 and trading security gains of $64,000.  Offsetting this was a negative change in the valuation of mortgage servicing rights which amounted to $508,000.  

Noninterest Expense. Non-interest expense increased to $17.7 million during the first quarter of 2019 compared to $16.6 million during the first quarter of 2018.  The increase is primarily due to $650,000 in organizational restructuring charges in two business units incurred during the first quarter of 2019.  Increased expense in equipment and data processing, advertising, other professional fees and other expenses also contributed to the increase year over year offset by a decline in legal expenses.  

Income Taxes . During the three months ended March 31, 2019, the Company recognized tax expense of $1.9 million on pre-tax income of $10.5 million, compared to tax expense of $1.8 million on pre-tax income of $10.3 million for the three months ended March 31, 2018.  The increased pre-tax income discussed above was the primary reason for the increased income tax.  See Note 14 to the consolidated financial statements for additional information regarding the composition of income taxes.

Liquidity

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

The principal source 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 March 31, 2019, approximately $402.0 million of Home Savings’ customer 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 March 31, 2019, United Community had total on-hand liquidity, defined as cash and cash equivalents, unencumbered securities and additional FHLB borrowing capacity, of $698.1 million.

52


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 March 31, 2019 and 2018. Average balance calculations were based on daily balances.

 

 

 

For the Three Months Ended

March 31,

 

 

 

2019

 

 

2018

 

 

 

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)(2)

 

$

2,191,746

 

 

$

25,864

 

 

 

4.75

%

 

$

2,026,266

 

 

$

22,760

 

 

 

4.49

%

Loans held for sale

 

 

84,932

 

 

 

1,007

 

 

 

4.74

%

 

 

80,681

 

 

 

858

 

 

 

4.31

%

Total loans, net

 

 

2,276,678

 

 

 

26,871

 

 

 

4.75

%

 

 

2,106,947

 

 

 

23,618

 

 

 

4.49

%

Securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Available for sale-taxable

 

 

200,088

 

 

 

1,263

 

 

 

2.52

%

 

 

211,332

 

 

 

1,215

 

 

 

2.30

%

Available for sale-nontaxable (2)

 

 

43,468

 

 

 

365

 

 

 

3.36

%

 

 

54,737

 

 

 

472

 

 

 

3.45

%

Held to maturity-taxable

 

 

63,674

 

 

 

379

 

 

 

2.38

%

 

 

72,627

 

 

 

422

 

 

 

2.32

%

Held to maturity-nontaxable (2)

 

 

13,047

 

 

 

93

 

 

 

2.85

%

 

 

9,227

 

 

 

63

 

 

 

2.73

%

Total securities

 

 

320,277

 

 

 

2,100

 

 

 

2.62

%

 

 

347,923

 

 

 

2,172

 

 

 

2.50

%

Federal Home Loan Bank stock

 

 

18,010

 

 

 

290

 

 

 

6.43

%

 

 

19,324

 

 

 

280

 

 

 

5.80

%

Other interest earning assets

 

 

34,986

 

 

 

224

 

 

 

2.59

%

 

 

22,479

 

 

 

77

 

 

 

1.39

%

Total interest earning assets

 

 

2,649,951

 

 

 

29,485

 

 

 

4.48

%

 

 

2,496,673

 

 

 

26,147

 

 

 

4.19

%

Non-interest earning assets

 

 

176,913

 

 

 

 

 

 

 

 

 

 

 

176,785

 

 

 

 

 

 

 

 

 

Total assets

 

$

2,826,864

 

 

 

 

 

 

 

 

 

 

$

2,673,458

 

 

 

 

 

 

 

 

 

Interest bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposits:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Checking accounts

 

$

650,268

 

 

 

1,440

 

 

 

0.89

%

 

$

593,499

 

 

 

687

 

 

 

0.47

%

Savings accounts

 

 

297,410

 

 

 

29

 

 

 

0.04

%

 

 

303,639

 

 

 

27

 

 

 

0.04

%

Certificates of deposit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Customer certificates of deposit

 

 

618,752

 

 

 

2,824

 

 

 

1.83

%

 

 

581,858

 

 

 

1,817

 

 

 

1.27

%

Brokered certificates of deposit

 

 

397,137

 

 

 

2,281

 

 

 

2.30

%

 

 

165,169

 

 

 

566

 

 

 

1.39

%

Total certificates of deposit

 

 

1,015,889

 

 

 

5,105

 

 

 

2.01

%

 

 

747,027

 

 

 

2,383

 

 

 

1.29

%

Total interest bearing deposits

 

 

1,963,567

 

 

 

6,574

 

 

 

1.34

%

 

 

1,644,165

 

 

 

3,097

 

 

 

0.76

%

Federal Home Loan Bank advances

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-term advances

 

 

 

 

 

 

 

 

0.00

%

 

 

48,603

 

 

 

431

 

 

 

3.60

%

Short-term advances

 

 

103,333

 

 

 

641

 

 

 

2.48

%

 

 

265,322

 

 

 

989

 

 

 

1.51

%

Total Federal Home Loan Bank advances

 

 

103,333

 

 

 

641

 

 

 

2.48

%

 

 

313,925

 

 

 

1,420

 

 

 

1.83

%

Repurchase agreements and other

 

 

233

 

 

 

 

 

 

0.00

%

 

 

213

 

 

 

 

 

 

0.00

%

Total borrowed funds

 

 

103,566

 

 

 

641

 

 

 

2.48

%

 

 

314,138

 

 

 

1,420

 

 

 

1.83

%

Total interest bearing liabilities

 

$

2,067,133

 

 

 

7,215

 

 

 

1.40

%

 

$

1,958,303

 

 

 

4,517

 

 

 

0.94

%

Non-interest bearing liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Noninterest-bearing deposits

 

 

400,874

 

 

 

 

 

 

 

 

 

 

 

375,142

 

 

 

 

 

 

 

 

 

Other noninterest-bearing liabilities

 

 

43,851

 

 

 

 

 

 

 

 

 

 

 

40,729

 

 

 

 

 

 

 

 

 

Total noninterest bearing liabilities

 

 

444,725

 

 

 

 

 

 

 

 

 

 

 

415,871

 

 

 

 

 

 

 

 

 

Total liabilities

 

$

2,511,858

 

 

 

 

 

 

 

 

 

 

$

2,374,174

 

 

 

 

 

 

 

 

 

Shareholders’ equity

 

 

315,006

 

 

 

 

 

 

 

 

 

 

 

299,284

 

 

 

 

 

 

 

 

 

Total liabilities and equity

 

$

2,826,864

 

 

 

 

 

 

 

 

 

 

$

2,673,458

 

 

 

 

 

 

 

 

 

Net interest income and interest rate spread

 

 

 

 

 

$

22,270

 

 

 

3.08

%

 

 

 

 

 

$

21,630

 

 

 

3.25

%

Net interest margin

 

 

 

 

 

 

 

 

 

 

3.38

%

 

 

 

 

 

 

 

 

 

 

3.47

%

Average interest earning assets to average interest

   bearing liabilities

 

 

 

 

 

 

 

 

 

 

128.19

%

 

 

 

 

 

 

 

 

 

 

127.49

%

 

(1)

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

(2)

Yields are on a fully taxable equivalent basis.

53


ITEM 3. Quantitative 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 set exposure limits annually 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 quarter ended March 31, 2019 and the year ended December 31, 2018, 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 March 31, 2019

 

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

 

 

NPV Ratio

Change %

 

 

Internal

policy

limitations

on NPV

Change

 

 

$ Change

 

 

Internal

policy

limitations

 

 

% Change

 

400

 

 

11.57

%

 

 

6.00

%

 

 

1.13

%

 

 

(10.00

)%

 

$

(3,147

)

 

 

(9.00

)%

 

 

(3.63

)%

300

 

 

11.78

%

 

 

6.00

%

 

 

2.98

%

 

 

(8.00

)%

 

 

(2,296

)

 

 

(7.00

)%

 

 

(2.65

)%

200

 

 

11.86

%

 

 

7.00

%

 

 

3.63

%

 

 

(6.00

)%

 

 

(1,463

)

 

 

(5.00

)%

 

 

(1.69

)%

100

 

 

11.80

%

 

 

7.00

%

 

 

3.17

%

 

 

(4.00

)%

 

 

(841

)

 

 

(3.00

)%

 

 

(0.97

)%

Static

 

 

11.44

%

 

 

9.00

%

 

 

%

 

 

%

 

 

 

 

 

%

 

 

%

-100

 

 

10.88

%

 

 

7.00

%

 

 

(4.85

)%

 

 

(4.00

)%

 

 

(193

)

 

 

(3.00

)%

 

 

(0.22

)%

-200

 

 

11.45

%

 

 

7.00

%

 

 

0.06

%

 

 

(6.00

)%

 

 

(1,404

)

 

 

(5.00

)%

 

 

(1.62

)%

 

Year Ended December 31, 2018

 

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

 

 

NPV Ratio

Change %

 

 

Internal

policy

limitations

on NPV

Change

 

 

$ Change

 

 

Internal

policy

limitations

 

 

% Change

 

400

 

 

11.50

%

 

 

6.00

%

 

 

(0.63

)%

 

 

(20.00

)%

 

$

(3,055

)

 

 

(15.00

)%

 

 

(3.46

)%

300

 

 

11.80

%

 

 

6.00

%

 

 

(0.33

)%

 

 

(15.00

)%

 

 

(2,266

)

 

 

(10.00

)%

 

 

(2.56

)%

200

 

 

12.02

%

 

 

7.00

%

 

 

(0.11

)%

 

 

(10.00

)%

 

 

(1,486

)

 

 

(7.00

)%

 

 

(1.68

)%

100

 

 

12.16

%

 

 

7.00

%

 

 

0.04

%

 

 

(5.00

)%

 

 

(816

)

 

 

(3.00

)%

 

 

(0.92

)%

Static

 

 

12.13

%

 

 

9.00

%

 

 

%

 

 

%

 

 

 

 

 

%

 

 

%

-100

 

 

11.71

%

 

 

7.00

%

 

 

(0.41

)%

 

 

(10.00

)%

 

 

(184

)

 

 

(5.00

)%

 

 

(0.21

)%

-200

 

 

11.57

%

 

 

7.00

%

 

 

(0.55

)%

 

 

(15.00

)%

 

 

(2,139

)

 

 

(10.00

)%

 

 

(2.42

)%

 

54


As with any method of measuring interest rate risk, certain shortcomings are inherent in the above approach. For example, although certain assets and liabilities may have similar maturities or periods of repricing, they may react in different degrees to ch anges 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, while interest rates on other types may lag behind changes in market rates. Further, in the ev ent of a change in interest rates, expected rates of prepayment on loans and early withdrawal levels from certificates of deposit may deviate significantly from those 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. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

United Community’s management, with the participation of its Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of United Community’s disclosure controls and procedures as of March 31, 2019, as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended.  Based on this evaluation, United Community’s Chief Executive Officer and Chief Financial Officer concluded that United Community’s disclosure controls and procedures as of March 31, 2019 were effective.  

 

Changes in Internal Control over Financial Reporting

 

There were no changes in United Community’s internal control over financial reporting that occurred during the quarter ended March 31, 2019 that have materially affected, or are reasonably likely to materially affect, United Community’s internal control over financial reporting.

 

 

55


PART II. OTHER INFORMATION

UNITED COMMUNITY FINANCIAL CORP.

ITEM 1. Legal Proceedings.

United Community and its subsidiaries may, from time-to-time, be 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 material 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, 2018.  

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

 

(a)

None.

 

(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 March 31, 2019:

 

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 (3)

 

January 1 through January 31, 2019

 

 

118,800

 

 

$

9.40

 

 

 

118,800

 

 

 

1,754,345

 

February 1 through February 28, 2019 (1)

 

 

126,622

 

 

 

9.58

 

 

 

86,700

 

 

 

1,667,645

 

March 1 through March 31, 2019 (2)

 

 

136,363

 

 

 

9.39

 

 

 

122,441

 

 

 

1,545,204

 

Total

 

 

381,785

 

 

$

9.44

 

 

 

327,941

 

 

 

1,545,204

 

 

(1)

In February 2019, United Community purchased 39,922 shares at $9.61 per share from employees for the payment of employment taxes.  The purchase of these shares was not part of United Community’s share repurchase program.  

(2)

In March 2019, United Community purchased 13,922 shares at $9.89 per share from employees for the payment of employment taxes.  The purchase of these shares was not part of United Community’s share repurchase program.

(3)

United Community’s stock repurchase program was publicly announced on April 28, 2016 in a press release, a copy of which can be found in United Community’s Form 8-K filed on May 2, 2016.  The program permits the repurchase of up to 2,500,000 common shares.  On January 22, 2019, United Community announced in a press release, an increase to the stock repurchase program of 1,000,000 shares, a copy of which can be found in United Community’s Form 8-K filed on January 23, 2019 . There is no expiration date for the program.

ITEM 3. Defaults Upon Senior Securities

Not Applicable

ITEM 4. Mine Safety Disclosures

Not Applicable

ITEM 5. Other Information

 

(a)

None.

 

(b)

None.

56


IT EM 6. Exhibits.

 

Exhibit Number

  

Description

 

 

 

    2.1

  

Agreement and Plan of Merger by and among United Community Financial Corp., The Home Savings and Loan Company of Youngstown, Ohio, Ohio Legacy Corp. and Premier Bank & Trust, dated September 8, 2016, incorporated by reference to Exhibit 2.1 in the Third Quarter Form 10-Q filed by United Community on November 8, 2016 with the SEC, film number 161981248.

 

 

 

    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], incorporated by reference to Exhibit 3.1 in the Second Quarter 2016 Form 10-Q filed by United Community on August 5, 2016 with the SEC, film number 161811451.

 

 

 

    3.2

  

Amended Code of Regulations, incorporated by reference to Exhibit 3.2 in the 1998 Form 10-K filed by United Community on March 31, 1999 with the SEC, film number 99582343.

 

 

 

    31.1

  

Section 302 Certification by Chief Executive Officer

 

 

 

    31.2

  

Section 302 Certification by Chief Financial 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 March 31, 2018, 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.

 

57


UNITED COMMUNITY FIN ANCIAL 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: May 9, 2019

 

 

 

/s/ Gary M. Small  

 

 

 

Gary M. Small

President and Chief Executive Officer

 

 

 

(Principal Executive Officer)

 

Date: May 9, 2019

 

 

 

/s/ Timothy W. Esson  

 

 

 

Timothy W. Esson

Executive Vice President and Chief Financial Officer

 

 

 

(Principal Financial Officer)

 

58

 

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)

May 9, 2019

 

 

 

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)

May 9, 2019

 

 

 

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 March 31, 2019 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)

May 9, 2019

 

May 9, 2019

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.