UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

For the quarterly period ended September 30, 2015

For the transition period from              to             

 

UNITED COMMUNITY FINANCIAL CORP.

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

 

 

275 West Federal Street, Youngstown, Ohio 44503-1203

(Address of principal executive offices) (Zip Code)

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

Not Applicable

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

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes  x    No  ¨

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

 

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

Yes  ¨    No  x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. 47,624,307 common shares as of October 31, 2015.

 

 

 

 

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TABLE OF CONTENTS

 

 

 

 

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PART I—FINANCIAL INFORMATION

 

ITEM 1. Financial Statements

UNITED COMMUNITY FINANCIAL CORP.

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(Unaudited)

 

 

See Notes to Consolidated Financial Statements. 

 

 

 

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UNITED COMMUNITY FINANCIAL CORP.

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(Unaudited)

 

(Continued)

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(Continued)

UNITED COMMUNITY FINANCIAL CORP.

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(Unaudited)

 

 

See Notes to Consolidated Financial Statements.

 

 

 

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UNITED COMMUNITY FINANCIAL CORP.

CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY

(Unaudited)

 

 

 

See Notes to Consolidated Financial Statements.

 

 

 

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UNITED COMMUNITY FINANCIAL CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

See Notes to Consolidated Financial Statements

 

 

 

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UNITED COMMUNITY FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

United Community Financial Corp. (United Community or the Company) was incorporated under Ohio law in February 1998 by The Home Savings and Loan Company of Youngstown, Ohio (Home Savings) in connection with the conversion of Home Savings from an Ohio mutual savings and loan association to an Ohio capital stock savings association (the Conversion). Upon consummation of the Conversion on July 8, 1998, United Community became the unitary thrift holding company for Home Savings. Home Savings, a state-chartered savings bank, conducts business from its main office located in Youngstown, Ohio, 32 full-service branches and nine loan production offices located throughout Ohio and western Pennsylvania.

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

The results of operations for the three and nine months ended September 30, 2015, are not necessarily indicative of the results to be expected for the year ending December 31, 2015. 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, 2014.

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.

 

In January 2014, FASB issued Accounting Standards Update (ASU) 2014-04, Receivables—Troubled Debt Restructurings by Creditors (Subtopic 310-40): Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure (a consensus of the FASB Emerging Issues Task Force). The ASU clarifies when an in-substance repossession or foreclosure occurs and a creditor is considered to have received physical possession of real estate property collateralizing a consumer mortgage loan.

Specifically, the new ASU requires a creditor to reclassify a collateralized consumer mortgage loan to real estate property upon obtaining legal title to the real estate collateral, or the borrower voluntarily conveying all interest in the real estate property to the lender to satisfy the loan through a deed in lieu of foreclosure or similar legal agreement. Additional disclosures are required detailing the amount of foreclosed residential real estate property held by the creditor and the recorded investment in consumer mortgages collateralized by real estate property that are in the process of foreclosure. The new guidance is effective for annual periods, and interim reporting periods within those annual periods, beginning after December 15, 2014. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements, but did result in additional disclosures.

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

In June 2014, the FASB issued Accounting Standards Update 2014-11, Transfers and Servicing (Topic 860): Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures. The amendments in this ASU change the accounting for repurchase-to-maturity transactions and linked repurchase financings to secured borrowing accounting, which is consistent with the accounting for other repurchase agreements. The amendments also require two new disclosures. The first disclosure requires an entity to disclose information on transfers accounted for as sales in transactions that are economically similar to repurchase agreements. The second disclosure provides increased transparency about the types of collateral pledged in repurchase agreements and similar transactions accounted for as secured borrowings. The accounting changes are effective for annual periods, and interim reporting periods within those annual periods, beginning after December 15, 2014. The disclosure for certain transactions accounted for as a sale is required to

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be presented for interim and annual periods beginning after December 15, 2014, with all other disclosure requirements required to be presented for annual periods beginning after December 15, 2014, and for interim periods beginning after March 15, 2015. The adoption of this guidance as of January 1, 2015 did not have an impact on the Company’s consolidated financial statements, but did result in additional disclosures.

In February 2015, the FASB issued ASU 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis. The ASU amends the current consolidation guidance and affects both the variable interest entity and voting interest entity consolidation models. The new guidance is effective for annual reporting periods and interim reporting periods within those annual periods, beginning after December 15, 2015. Early adoption is permitted. Management is currently evaluating the impact of the adoption of this guidance on the Company’s consolidated financial statements.

 

Stock Options:

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

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

On July 12, 1999, shareholders approved the United Community Financial Corp. 1999 Long-Term Incentive Plan (as amended, the 1999 Plan). The purpose of the 1999 Plan was the same as the 2007 Plan. The 1999 Plan terminated on May 20, 2009, although the 1999 Plan survives so long as options issued under the 1999 Plan remain outstanding and exercisable.

The 1999 Plan provided for the grant of either incentive or nonqualified stock options. Options were awarded at exercise prices that were not less than the fair market value of the share at the grant date. The maximum number of common shares that could be issued under the 1999 Plan was 3,569,766. Because the 1999 Plan terminated, no additional options may be issued under it. All of the options awarded became exercisable on the date of grant except that options granted in 2009 became exercisable over three years beginning on December 31, 2009. All options expire 10 years from the date of grant.

There were 6,618 stock options granted in the nine months ended September 30, 2015 and there were 5,443 stock options granted in the nine months ended September 30, 2014. The options must be exercised within 10 years from the date of grant.  Expenses related to stock option grants are included with salaries and employee benefits. The Company recognized $6,000 and 19,000, in stock option expenses for the three and nine months ended September 30, 2015.  The Company recognized $6,000 and $19,000 in stock option expenses for the three and nine months ended September 30, 2014. The Company expects to recognize additional expense of $5,000 for the remainder of 2015, $8,000 in 2016 and $1,000 in 2017.

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A summary of activity in the plans is as follows:

 

 

Information related to the stock option plans for the nine months ended September 30, 2015 and 2014 follows:

 

 

As of September 30, 2015, the cost of nonvested stock options is expected to be recognized over a weighted-average period of 2.0 years.

The fair value of options granted during the three and nine months ended September 30, 2015 and 2014 was determined using the following weighted-average assumptions as of the grant date:

 

 

Outstanding stock options at September 30, 2015 have a weighted average remaining life of 4.30 years and may be exercised in the range of $1.20 to $5.89.

Restricted Stock Awards:

The 2007 Plan permitted the issuance of restricted stock awards to employees and nonemployee directors. Nonvested shares at September 30, 2015 aggregated 264,877, of which 25,255 will vest during the remainder of 2015, 104,910 will vest in 2016, 83,789 will vest in 2017 and 50,923 will vest in 2018. Expenses related to restricted stock awards are charged to salaries and employee benefits and are recognized over the vesting period of the awards based on the market value of the shares at the grant date. The Company recognized approximately $183,000 and $549,000 in restricted stock award expenses for the three and nine months ended September 30, 2015, respectively, and approximately $120,000 and $356,000 in restricted stock award expenses for the three and nine months ended September 30, 2014. The Company expects to recognize additional expenses of approximately $175,000 in 2015, $528,000 in 2016, $253,000 in 2017 and $93,000 in 2018.

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A summary of changes in the Company’s nonvested restricted shares for the nine months ended September 30, 2015 is as follows:

 

 

Executive Incentive Plan

The Executive Incentive Plan (“EIP”) provides incentive compensation awards to certain officers of the Company. Executive incentive awards are generally based upon the actual performance of the Company for the twelve months ending December 31, compared to the actual performance of a peer group during the same twelve month period. The target incentive awards for each year are measured as a percentage of the base salary of participating officers.  Once the awards under the EIP are calculated, they are paid 80% in cash and 20% in restricted stock. The restricted stock will be granted and vest equally over three years, beginning on the first anniversary of the date the restricted stock is issued.  The Company incurred $63,000 and $193,000 in expense for the restricted stock portion of the EIP and $244,000 and $731,000 for the cash portion of the EIP for the three and nine months ended September 30, 2015, respectively.  The Company incurred $46,000 and $204,000 in expense for the restricted stock portion of the EIP and $168,000 and $565,000 for the cash portion of the EIP for the three and nine months ended September 30, 2014, respectively.  Restricted stock expenses for the EIP are included in the total restricted stock expenses discussed above.  

Long-term Incentive Plan

The Long-term Incentive Plan (“LTIP”) provides a long-term incentive compensation opportunity to certain executive officers, whose participation and target award opportunities will be approved by the Compensation Committee of the Board of Directors. Each participant in the LTIP will be granted a target number of Performance Share Units (“PSUs”).  Target PSUs will be determined as a percentage of base salary and translated into share units based on the Company’s average stock price at the appropriate measurement date.  The performance period for the annual grant for a given year will be from January 1, year 1 through December 31, year 3.   The Company incurred $1,000 and $72,000 in expense for the LTIP for the three and nine months ended September 30, 2015, respectively.  The Company incurred $22,000 and $66,000 in expense for the LTIP for the three and nine months ended September 30, 2014, respectively.

 

 

 

Components of the available for sale portfolio are as follows:

 

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Components of held to maturity securities portfolio are as follows:

 

 

The Company had no held to maturity securities at December 31, 2014.

 

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

 

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

 

 

Securities pledged for participation in the Ohio Linked Deposit Program were $0 at September 30, 2015 and approximately $501,000 at December 31, 2014.  Securities pledged for public funds were approximately $109.4 million at September 30, 2015 and $36.2 million at December 31, 2014.  Securities pledged for borrowings, including repurchase agreements, were approximately $64.3 million at September 30, 2015 and $82.2 million at December 31, 2014.

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

 

 

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

 

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

All of the U.S. Treasury and government sponsored entities (GSE) securities that were temporarily impaired at September 30, 2015 and December 31, 2014, were impaired due to the level of interest rates at that time of purchase compared to current interest rates. Unrealized losses on these securities have not been recognized into income as of September 30, 2015 and December 31, 2014 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.

At September 30, 2015 and December 31, 2014, all of the mortgage-backed securities held by the Company were issued by U.S. government sponsored agencies, primarily Fannie Mae and Freddie Mac, institutions which the government has affirmed its commitment to support. Because the decline in fair value is attributable to changes in interest rates and illiquidity, and not credit

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quality, and because the Company does not have the intent to sell these mortgage-backed securities and it is likely that it will not be required to sell the securities before their anticipated recovery, the Company did not consider these securities to be other-than-temporarily impaired at September 30, 2015 or December 31, 2014. The Company expects to realize all interest and principal on these securities.

At September 30, 2015, all of the obligations of U.S. states and political subdivisions were temporarily impaired due to the level of interest rates at that time.  Unrealized losses on these securities have not been recognized into income as of September 30, 2015 because the issuer’s securities are of high credit quality (rated AA or higher), it is likely that management will not be required to sell the securities prior to their anticipated recovery, and the decline in fair value is largely due to changes in interest rates and other market conditions.

Proceeds from the sale of available for sale securities were $0 and $470,000 for the three months ended September 30, 2015 and 2014, respectively.  Gross gains of $0 and $328,000 were realized on these sales during the three months ended September 30, 2015 and 2014, respectively.

Proceeds from the sales of available for sale securities were $5.2 million and $5.5 million for the nine months ended September 30, 2015 and 2014, respectively.  Gross gains of $11,000 and $362,000 were realized on these sales during the nine months ended September 30, 2015 and 2014, respectively.

 

 

 

Portfolio loans consist of the following:

 

 

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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 September 30, 2015 and December 31, 2014 and activity for the three and nine months ended September 30, 2015 and 2014.

Allowance For Loan Losses

 

 

Allowance For Loan Losses

 

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

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 recovery. 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.  At December 31, 2014, the Company evaluated two years of net charge-off history and applied the information to the current period. This component was combined with the qualitative component to arrive at the loss factor, which is applied to the outstanding principal balance by type of credit and internal risk grade applied to specific risk pools, plus specific loss allocations and adjustments for current events and conditions. As of September 30, 2015, the Company evaluated 12 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 average outstanding balance of homogenous loans and is no longer being applied by internal risk grade. This change in methodology, which was made in the first quarter of 2015, did not have a material effect on the calculation of the allowance for loan losses.  The change in methodology was made in order to facilitate technological improvements in the calculation of the allowance for loan loss.  

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The following table presents loans individually evaluated for impairment by class of loans as of and for nine months ended September 30, 2015:

Impaired Loans

(Dollars in thousands)

 

 

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The following tables present loans individually evaluated for impairment by class of loans as of and for nine months ended September 30, 2014:

Impaired Loans

(Dollars in thousands)

 

 

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The following table present loans individually evaluated for impairment by class of loans as of December 31, 2014:

Impaired Loans

(Dollars in thousands)

 

 

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The following table present loans individual evaluated for impairment by class of loans as of and for the three months ended September 30, 2015

 

 

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The following table present loans individual evaluated for impairment by class of loans as of and for the three months ended September 30, 2014

 

 

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Home Savings reclassifies a collateralized mortgage loan and consumer loans secured by real estate to real estate owned and other repossessed assets once it has either obtained legal title to the real estate collateral or the borrower voluntarily conveys all interest in the real property to the Bank to satisfy the loan through a deed in lieu of foreclosure or similar legal agreement.  The table below presents loans that are in the process of foreclosure at September 30, 2015 and December 31, 2014, but legal title, deed in lieu of foreclosure or similar legal agreement to the property has not yet been obtained:

 

 

The following table presents the recorded investment in nonaccrual and loans past due over 90 days and still on accrual by class of loans as of September 30, 2015:

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

As of September 30, 2015

 

 

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The following table presents the recorded investment in nonaccrual and loans past due over 90 days and still on accrual by class of loans as of December 31, 2014:

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

As of December 31, 2014

 

 

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The following table presents an age analysis of past-due loans, segregated by class of loans as of September 30, 2015:

Past Due Loans

(Dollars in thousands)

 

 

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The following table presents an age analysis of past-due loans, segregated by class of loans as of December 31, 2014:

Past Due Loans

(Dollars in thousands)

 

 

As of September 30, 2015 and December 31, 2014, the Company has a recorded investment in troubled debt restructurings of $27.7 million and $31.2 million, respectively.  The Company has allocated $2.4 million and $2.6 million of specific allowance for those loans at September 30, 2015 and December 31, 2014, respectively.  The Company has committed to lend additional amounts totaling up to $40,000 and $50,000 at September 30, 2015 and December 31, 2014, respectively.  

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

 

 

The troubled debt restructurings described above increased the allowance for loan losses by $21,000 and resulted in no charge-offs during the three months ended September 30, 2015.

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

 

 

The troubled debt restructurings described above increased the allowance for loan losses by $103,000 and resulted in no charge-offs during the nine months ended September 30, 2015.

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The following table presents loans by class modified as troubled debt restructurings that occurred during the three months ended September 30, 2014:

 

 

 

The troubled debt restructurings described above increased the allowance for loan losses by $59,000, and resulted in chargeoffs of $70,000 during the three months ended September 30, 2014.

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The following table presents loans by class modified as troubled debt restructurings that occurred during the nine months ended September 30, 2014:

 

 

The troubled debt restructurings described above increased the allowance for loan losses by $175,000, and resulted in chargeoffs of $73,000 during the nine months ended September 30, 2014.

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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 September 30, 2015:

 

 

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

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 September 30, 2014:

 

 

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The troubled debt restructurings that subsequently defaulted described above resulted in no charge-offs during the three and nine months ended September 30, 2014, and had no effect on the provision for loan losses.

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

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

Credit Quality Indicators:

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

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

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

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

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

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.

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As of September 30, 2015 and December 31, 2014, and based on the most recent analysis performed, the risk category of loans by class of loans is as follows:

Loans

September 30, 2015

(Dollars in thousands)

 

 

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Loans

December 31, 2014

(Dollars in thousands)

 

 

 

Mortgage loans serviced for others, which are not reported in United Community’s assets, totaled $1.1 billion as of September 30, 2015 and December 31, 2014. Mortgage banking income is comprised of gains recognized on the sale of loans and changes in fair value of mortgage banking derivatives.

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

 

 

Escrow balances are maintained at the Federal Home Loan Bank (FHLB) in connection with serviced loans totaling $1.5 and $1.0 million at September 30, 2015 and December 31, 2014, respectively.

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

 

 

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

 

 

The fair value of mortgage servicing rights as of September 30, 2015, was approximately $8.8 million and at December 31, 2014, the fair value was approximately $9.0 million.

Key economic assumptions in measuring the value of mortgage servicing rights at September 30, 2015, and December 31, 2014, were as follows:

 

 

 

Real estate owned and other repossessed assets at September 30, 2015 and December 31, 2014 were as follows:

 

 

Activity in the valuation allowance was as follows:

 

 

Expenses related to foreclosed and repossessed assets include:

 

 

 

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

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

Level 2: Significant other observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

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

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

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

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

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

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

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

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

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

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

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

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

 

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There were no transfers between Level 1 and Level 2 during 2015 or 2014.

The table below presents a reconciliation of all assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three and nine months ended September 30, 2015. There were no loans held for sale, carried at fair value during 2014.

 

 

 

There were no transfers between Level 2 and Level 3 during 2015 or 2014.

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The following table presents quantitative information about recurring Level 3 fair value measurements at September 30, 2015:

 

 

The following table presents quantitative information about recurring Level 3 fair value measurements at December 31, 2014:

 

 

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

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.

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

 

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Impaired loans with specific allocations of the allowance for loan losses, carried at fair value, which are measured for impairment using the fair value of the collateral for collateral dependent loans, had a net carrying amount of $4.5 million at September 30, 2015, that includes a specific valuation allowance of $609,000. This resulted in a decrease of the provision for loan losses of $35,000 and $104,000 during the three and nine months ended September 30, 2015, respectively. Impaired loans with specific allocations of the allowance for loan losses, carried at fair value, which are measured for impairment using the fair value of the collateral for collateral dependent loans, had a net carrying amount of $4.9 million at September 30, 2014, which includes a specific valuation allowance of $450,000. This resulted in an increase in the provision for loan losses of $21,000 for the three months ended September 30, 2014 and an increase in the provision for loan losses of $460,000 during the nine months ended September 30, 2014.  Impaired loans with specific allocations of the allowance for loan losses, carried at fair value, which are measured for impairment using the fair value of the collateral for collateral dependent loans, had a net carrying amount of $4.8 million at December 31, 2014, that includes a specific valuation allowance of $713,000.

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 September 30, 2015, mortgage servicing rights carried at fair value were $1.1 million, resulting in a net valuation allowance of $150,000 at September 30, 2015.  At September 30, 2014, mortgage servicing rights, carried at fair value totaled $228,000, resulting in a net valuation allowance of $2,000.  At December 31, 2014, mortgage servicing rights carried at fair value were $1.1 million, resulting in a valuation allowance of $58,000.  Mortgage servicing rights are valued by an independent third party that is active in purchasing and selling these instruments.  Net impairment (recovery) reflected in other income totaled $138,000 and $92,000 for the three and nine months ended September 30, 2015.  Net impairment (recovery) reflected in other income totaled $(2,000) and $4,000 for the three and nine months ended September 30, 2014.  The value reflects the characteristics of the underlying loans.  

At September 30, 2015, other real estate owned, carried at fair value, which is measured for impairment using the fair value of the property less estimated selling costs, and had a gross carrying amount of $2.2 million, with a valuation allowance of $1.2 million. This resulted in additional expenses of $39,000 and $162,000 during the three and nine months ended September 30, 2015, respectively. At September 30, 2014, 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 $2.8 million with a valuation allowance of $3.5 million. This resulted in additional expenses of $140,000 and $578,000 during the three and nine months ended September 30, 2014. At December 31, 2014, other real estate owned had a net carrying amount of $1.9 million, with a valuation allowance of $1.4 million.

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The following table presents quantitative information about Level 3 fair value measurements for financial instruments measured at fair value on a nonrecurring basis at September 30, 2015:

 

 

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, 2014:

 

 

The Company has elected the fair value option for newly originated 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 September 30, 2015.  

 

 

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

 

 

In accordance with U.S. GAAP, the carrying value and estimated fair values of financial instruments at September 30, 2015 and December 31, 2014, were as follows:

 

 

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

(a) Cash and Cash Equivalents

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

(b) FHLB Stock

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

(c) Held to maturity securities

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

(d) Loans

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

(e) Deposits

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

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(f) Other Borrowings

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

(g) Accrued Interest Receivable/Payable

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

(h) Off-balance Sheet Instruments

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

 

 

Supplemental disclosures of cash flow information are summarized below.

 

 

 

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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. Stock options for 76,317 shares were anti-dilutive for the three months ended September 30, 2015 and stock options for 75,008 shares were anti-dilutive for the three months ended September 30, 2014.  Stock options for 76,317 shares were anti-dilutive for the nine months ended September 30, 2015 and stock options for 78,220 shares were anti-dilutive for the nine months ended September 30, 2014.  

 

 

 

Other comprehensive income (loss) included in the consolidated statements of shareholders’ equity consists of unrealized gains and losses on available for sale securities, disproportional tax effects and changes in unrealized gains and losses on the postretirement liability. The change includes reclassification of net gains or (losses) and impairment charges on sales of securities of $0 and $328,000 for the three months ended September 30, 2015 and 2014, respectively and $11,000 and $362,000 for the nine months ended September 30, 2015 and 2014, respectively.    

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

 

 

 

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

 

 

 

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

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

 

 

The following is significant amounts reclassified out of each component of accumulated comprehensive income (loss) for the three months ended September 30, 2014:

 

 

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

 

 

The following is significant amounts reclassified out of each component of accumulated comprehensive income (loss) for the nine months ended September 30, 2014:

 

 

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Home Savings and United Community are subject to various regulatory capital requirements administered by the federal banking agencies. During the first quarter of 2015, Home Savings and United Community adopted the new Basel III regulatory capital framework as approved by the federal banking agencies. The adoption of this new framework modified the calculation of the various capital ratios, added a new ratio, common equity Tier 1, and revised the adequately and well capitalized thresholds. Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators that, if undertaken, could have a direct material effect on Home Savings and United Community. The regulations require Home Savings to meet specific capital adequacy guidelines in keeping with the regulatory framework for prompt corrective action that involve quantitative measures of Home Savings’ assets, liabilities, and certain off balance sheet items as calculated under regulatory accounting practices. Home Savings’ capital classification is also subject to qualitative judgments by the regulators about components of capital, risk weightings, and other factors.

The Basel III Capital Rules establish a new common equity Tier 1 minimum capital requirement (4.5% of risk-weighted assets), increases the minimum Tier 1 capital to risk-based assets requirement (from 4% to 6% of risk-weighted assets) and assigns a higher 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 final rules also requires unrealized gains and losses on certain available-for-sale securities holdings to be included for purposes of calculating regulatory capital requirements unless a one-time opt-in or opt-out is exercised. In connection with the adoption of the Basel III Capital Rules, United Community and Home Savings elected to opt-out of the requirement to include most components of accumulated other comprehensive income in Common Equity Tier 1.  The rule limits a banking organization’s capital distributions and certain discretionary bonus payments if the banking organization does not hold a “capital conservation buffer” consisting of 2.5% of common equity Tier 1 capital risk-based weighted assets in addition to the amount necessary to meeting its minimum risk-based capital requirements.

The final rules became effective for Home Savings on January 1, 2015. The capital conservation buffer requirement will be phased in beginning January 1, 2016 and ending January 1, 2019, when the full capital conservation buffer requirement will be effective. The final rule also implemented consolidated capital requirements, which became effective January 1, 2015.

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

 

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Management believes that as of September 30, 2015 and December 31, 2014, Home Savings meets all capital adequacy requirements to which they were subject.  As of September 30, 2015 and December 31, 2014, Home Savings was considered well capitalized.

 

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

 

 

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

 

 

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

 

 

 

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

 

 

As of September 30, 2015, the net deferred tax asset (DTA) was $21.0 million, and as of December 31, 2014, the net DTA was $28.2 million.

The realization of a DTA is assessed and a valuation allowance is recorded if it is “more likely than not” that all or a portion of the DTA will not be realized. “More likely than not” is defined as the DTA being more than 50% likely of being realized. All available evidence, both positive and negative is considered to determine whether, based on the weight of that evidence, a valuation allowance against the net DTA is required. In assessing the need for a valuation allowance, the Company considered all available evidence about the realization of the DTA both positive and negative, that could be objectively verified.

Positive evidence considered included (1) the Company’s recent history of quarterly pre-tax earnings (with the most recent quarterly loss being recorded for the quarter ended September 30, 2012), (2) expectations for sustained and continued profitability with sufficient taxable income to fully utilize the remaining net deferred tax benefits (3) significant reductions in the level of non-

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performing assets since their peak, which was the primary source of the losses generated in prior periods (4) resolution to an executive search placed on a key management position (5) evaluation of core earnings (6) adequacy of capital to fund balance sheet and future growth and (7) cost-saving initiatives triggered during 2014.

Negative evidence considered was (1) the uncertainty about the potential impact on future earnings from nonperforming assets along with (2) former pre-tax losses reported by the Company. As the number of consecutive periods of profitability increased and the level of profits are indicative of on-going results, the weight of cumulative losses as negative evidence decreased. A reduction in the weight given to such losses is further validated given that the source of the losses was due to an elevated level of problem assets and related credit costs, which have since been significantly reduced due to the bulk asset sale in 2012 and as evidenced by the improvements in the Company’s asset quality metrics.

After weighing both the positive and negative evidence, management determined that a valuation allowance on the net DTA was no longer warranted as of June 30, 2014 and September 30, 2015. For a more detailed discussion of the Company’s tax calculation, see Note 14 to the consolidated financial statements, included in Item 8 of the Company’s Form 10-K.

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

United Community’s net operating loss of $51.0 million at September 30, 2015 will be carried forward to use against future taxable income. The net operating loss carryforwards begin to expire in the year ending December 31, 2030. In addition, United Community is carrying forward $893,000 of alternative minimum tax credits. The alternative minimum tax credits are carried forward indefinitely.

 

 

The following is a summary of securities sold under an agreement to repurchase:

 

 

The repurchase agreements as of September 30, 2015 and December 31, 2014 are in one tranche of $30.0 million which matures on February 20, 2017.

Securities sold under agreements to repurchase are secured primarily by mortgage-backed securities with a fair value of approximately $38.2 million at September 30, 2015 and $54.7 million at December 31, 2014. Securities sold under agreements to repurchase are typically held by a brokerage firm in a wholesale transaction and by an independent third party when they are for retail customers. At maturity, the securities underlying the agreements are returned to Home Savings.

 

 

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

UNITED COMMUNITY FINANCIAL CORP.

 

 

Notes:

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Forward-Looking Statements

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

Comparison of Financial Condition at September 30, 2015 and December 31, 2014

Total assets increased $137.3 million to $2.0 billion at September 30, 2015, compared to December 31, 2014. Contributing to the change were increases in net loans of $129.2 million, loans held for sale at fair value of $24.1 million and the cash surrender value of life insurance of $8.1 million.

Funds not currently utilized for general corporate purposes are invested in overnight funds. Cash and cash equivalents increased $11.7 million during the first nine months of 2015.

The decrease in available for sale securities was the result of the reclassification of approximately $105.0 million to held to maturity.  These securities were moved to held to maturity in part to reduce volatility in tangible book value.  Additionally, there were maturities, paydowns and amortization of securities totaling $26.5 million and sales of $5.2 million. There was an unrealized loss in the available for sale portfolio of $347,000 at September 30, 2015, compared to an unrealized loss of $6.6 million at December 31, 2014.

Net loans increased $129.2 million during the first nine months of 2015. The increase was a combination of growth in nonresidential and secured commercial loans during the period. See Note 5 to the consolidated financial statements for additional information regarding the composition of net loans.

The allowance for loan losses is a valuation allowance for probable incurred credit losses established through a provision for loan losses charged to expense. The allowance for loan losses was $17.5 million at September 30, 2015, down from $17.7 million at December 31, 2014. The allowance for loan losses as a percentage of loans was 1.35% at September 30, 2015, compared to 1.52% at December 31, 2014. The allowance for loan losses as a percentage of nonperforming loans was 113.96% at September 30, 2015, compared to 86.48% at December 31, 2014. 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”. At December 31, 2014, the Company evaluated two years of net charge-off history and applied the information to the current period. This component was combined with the qualitative component to arrive at the loss factor, which is applied to the outstanding principal balance by type of credit and internal risk grade applied to specific risk pools, plus specific loss allocations and adjustments for current events and conditions. As of September 30, 2015, the Company evaluated 12 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 and is no longer being applied by internal risk grade. This change in methodology did not have a material effect on the calculation of the allowance for loan losses.

During the first nine months of 2015, the Company recorded a loan loss provision of $1.2 million. This recognition was primarily due to the growth of the loan portfolio offset by the level of net charge-offs and disposition of nonperforming 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 $39.1 million at September 30, 2015 as compared to $45.9 million at December 31, 2014.

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

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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 $27.7 million at September 30, 2015 compared to $31.2 million at December 31, 2014.  Of the $27.7 million at September 30, 2015, $25.5 million were performing loans according to their modified terms.  The remaining balance of TDR loans of $2.2 million were considered nonperforming.  

Nonperforming loans consist of nonaccrual loans and loans past due 90 days and still accruing. Nonperforming loans were $15.3 million, or 1.20% of net loans, at September 30, 2015, compared to $20.5 million, or 1.78% of net loans, at December 31, 2014.

Loans held for sale increased $17.5 million, or 84.6%, to $38.3 million at September 30, 2015, compared to $20.7 million at December 31, 2014. The change was primarily attributable to the originations of permanent construction loans during the period.  These loans are not sold until construction of the residence is complete, which is usually within nine to ten months of origination. Additionally, Home Savings continues to sell most of its newly originated fixed rate mortgage loans into the secondary market as part of its risk management strategy and anticipates continuing to do so in the future.

Real estate owned and other repossessed assets decreased $151,000, or 4.4%, during the nine months ended September 30, 2015. Real estate owned and other repossessed assets are recorded at the fair market value of the property less costs to sell. Appraisals are obtained at least annually on real estate properties that exceed $1.0 million in value. A valuation allowance may be established on any property to properly reflect the asset at fair value.

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. During the second quarter of 2015, Home Savings purchased an additional $7.0 million in BOLI.  Home Savings recognized $413,000 and $363,000, as other non-interest income based on the change in cash value of the policies in the three months ended September 30, 2015 and 2014, respectively. Home Savings recognized $1.1 million and $1.1 million, as other non-interest income based on the change in cash value of the policies in the nine months ended September 30, 2015 and 2014, respectively.

Other assets decreased $8.4 million, largely due to the reduction of the net deferred tax asset associated with the Company’s net operating loss carryforward due to current period earnings.

Total deposits increased $62.6 million to $1.4 billion at September 30, 2015, compared to $1.3 billion at December 31, 2014.  Non-interest bearing accounts increased $20.6 million, or 11.0%, since year end.  During the same time period interest bearing deposits increased 3.6%, or $42.0 million, which can be attributed to Home Savings’ planned expansion efforts in attracting public funds.  As of September 30, 2015, Home Savings had $77.4 million in public funds.        

FHLB advances increased from $186.2 million at December 31, 2014 to $262.8 million at September 30, 2015.  The change was due to an increase in overnight advances.

Advance payments by borrowers for taxes and insurance decreased $5.5 million during the first nine months of 2015. Remittance of real estate taxes and property insurance made on behalf of customers of Home Savings accounted for $1.6 million of the decrease. In addition, funds held for payments received on loans sold where servicing was retained by Home Savings decreased $3.9 million.

Shareholders’ equity increased $3.8 million to $243.9 million at September 30, 2015, from $240.1 million at December 31, 2014. During the first nine months of the year, the Company repurchased back common shares into treasury totaling $9.6 million.  Also impacting the change was an increase in other comprehensive income of $3.1 million as a result of changes in the value of available for sale securities.  A substantial portion of these changes were offset by regular earnings.

Book value per common share as of September 30, 2015 was $5.12 as compared to $4.88 per common share as of December 31, 2014. Book value per share is calculated as total common equity divided by the number of common shares outstanding. Book value was impacted by the overall change in equity as mentioned above.

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Comparison of Operating Results for the Three Months Ended

September 30, 2015 and September 30, 2014

Net Income. United Community recognized net income for the three months ended September 30, 2015, of $4.1 million, or $0.09 per diluted common share compared to net income of $2.9 million for the three months ended September 30, 2014, or $0.06 per diluted share.

The increase in earnings for the third quarter of 2015, compared to the same quarter last year, was primarily a result of higher net interest income due to loan growth and the positive impact of the 2014 modification of an FHLB advance and the prepayment of two repurchase agreements.  Also contributing to the change was a $699,000 increase in non-interest income. In addition, the Company recorded a reduction of $2.0 million in non-interest expenses.  

Net Interest Income. Net interest income was $14.3 million in the third quarter of 2015 up from the $12.7 million recorded in the third quarter of 2014.  Net interest margin was 3.18% for the third quarter of 2015 compared to 3.06% in the third quarter of 2014.

Total interest income increased by $918,000 in the third quarter of 2015 compared to the same period in 2014, to $16.7 million from $15.7 million. The increase is a result of an increase in net loans and loans held for sale. Average net loans increased $144.7 million in the third quarter compared to the same period in 2014 and yields declined 20 basis points to 4.30% for the three months ended September 30, 2015 from 4.50% for the same period in 2014. Average loans held for sale increased $30.7 million in the third quarter compared to the same period in 2014, while yields declined to 3.99% for the three months ended September 30, 2015 from 5.47% for the same period in 2014. Interest income from net loans increased to $13.4 million for the quarter ended September 30, 2015 compared to $12.4 million for the same period in 2014, and income from loans held for sale increased to $390,000 for the quarter ended September 30, 2015 compared to $114,000 million for the same period in 2014.  These increases were partially offset by a decline of $403,000 in income on available for sale securities.

Interest expense decreased by $658,000 in the third quarter of 2015 to $2.4 million compared to $3.0 million in the same period in 2014. This decrease was due to a 25 basis point decline in the average cost of interest-bearing liabilities in the third quarter of 2015 primarily due to the 2014 modification of an FHLB advance and the prepayment of two repurchase agreements. Interest expense related to interest-bearing deposits was $1.7 million in the third quarter of 2015 compared to $1.5 million in the third quarter of 2014. Expenses on FHLB advances and securities sold under repurchase agreements were $340,000 and $323,000 respectively in the third quarter of 2015 compared to $537,000 and $926,000 respectively for the same period in 2014.  

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The following table shows the impact of interest rate and outstanding balance (volume) changes compared to the third quarter of last year. The interest rate spread for the three months ended September 30, 2015 and 2014, was 3.06 % and 2.90%, respectively. The net interest margin increased 12 basis points to 3.18% for the three months ended September 30, 2015 compared to 3.06% for the same quarter in 2014.

 

 

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 $673,000 in the third quarter of 2015, compared to a provision of $116,000 in the third quarter of 2014.  The increase in provision expense during the third quarter of 2015 was substantially driven by strong loan growth.  For the third quarter of 2015, net chargeoffs to average outstanding loans was 2 basis points on an annualized basis.  This compares to 9 basis points for the same period last year.

Noninterest Income. Noninterest income in the third quarter of 2015 was $4.9 million, as compared to noninterest income for the third quarter of 2014 of $4.2 million. The increase in noninterest income was driven by increased mortgage banking income, which includes changes in fair value of construction perm loans held for sale.  The increase in mortgage banking income was due to Home Savings adopting fair-value accounting for newly-originated construction perm loans in 2015.  Fair value accounting more appropriately aligns the recognition of gains with hedging costs incurred during the construction period.  See Note 9 discussing fair value.  

Noninterest Expense. Non-interest expense was $12.3 million for the third quarter of 2015 compared to $14.3 million for the third quarter of 2014, a decrease of $2.0 million.  Significantly impacting this comparison was the recognition of a $1.4 million prepayment penalty on the early termination of a $30.0 million borrowing in 2014.  Additionally, most other major expense categories were down.  

Income Taxes. During the three months ended September 30, 2015, the Company recognized a tax expense of $2.1 million on pre-tax income of $6.2 million, compared to a tax benefit of $369,000 on pre-tax income of $2.5 million for the three months ended September 30, 2014.  The primary reason for the variance was the reversal of a portion of the Company’s deferred tax asset valuation allowance during the quarter ended June 30, 2014.

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Comparison of Operating Results for the Nine Months Ended

September 30, 2015 and September 30, 2014

Net Income. United Community recognized net income for the nine months ended September 30, 2015, of $12.0 million, or $0.24 per diluted common share compared to net income of $47.4 million for the nine months ended September 30, 2014, or $0.94 per diluted share.

The significant change in earnings from the first nine months of 2014 to the first nine months of 2015 was primarily a result of the reversal of the valuation allowance on net deferred tax assets, which provided an income tax benefit of $39.0 million recognized in the first nine months of 2014.

The increase in pre-tax earnings for the nine months ended September 30, 2015, compared to the same period last year, was primarily a result of higher net interest income due to loan growth and the positive impact of the 2014 modification of an FHLB advance and the prepayment of two repurchase agreements.  Also contributing to the change was a $3.4 million increase in non-interest income. In addition, the Company recorded a reduction of $4.8 million in non-interest expenses.  

Net Interest Income. Net interest income was $42.0 million for the nine months ended September 30, 2015, up from the $38.1 million recorded in the nine months ended September 30, 2014.  Net interest margin was 3.19% for the first nine months of 2015 compared to 3.07% in the first nine months of 2014.

Total interest income increased by $1.5 million in the first nine months of 2015 compared to the same period in 2014, to $48.8 million from $47.3 million. The change in income was a result of an increase in outstanding net loans and loans held for sale. Average net loans increased $125.1 million in the first nine months of 2015 compared to the same period in 2014. Average loans held for sale increased $26.9 million in the first nine months of 2015 compared to the same period in 2014. Interest income from net loans increased to $39.0 million for the nine months ended September 30, 2015 compared to $36.9 million for the same period in 2014, and income from loans held for sale increased to $1.0 million for the nine months ended September 30, 2015 compared to $237,000 for the same period in 2014.  These increases were partially offset by a decline of $1.2 million in available for sale securities income.

Interest expense decreased by $2.4 million in the first nine months of 2015 compared to the same period in 2014, to $6.8 million from $9.2 million. This decrease was due to a 27 basis point decline in the average cost of interest-bearing liabilities in the first nine months of 2015 due to the 2014 modification of an FHLB advance and the prepayment of two repurchase agreements. Interest expense related to interest-bearing deposits was $4.9 million in the first nine months of 2015 compared to $4.9 million for the same period in 2014. Expenses on FHLB advances and securities sold under repurchase agreements were $947,000 and $958,000 respectively in the first nine months of 2015 compared to $1.6 million and $2.8 million, respectively, for the same period in 2014.  

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The following table shows the impact of interest rate and outstanding balance (volume) changes compared to the first nine months of last year. The interest rate spread for the nine months ended September 30, 2015 and 2014, was 3.07 % and 2.91%, respectively. The net interest margin increased 12 basis points to 3.19% for the nine months ended September 30, 2015 compared to 3.07% for the same period in 2014.

 

 

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 $1.2 million in the first nine months of 2015, compared to a negative provision of $1.5 million in the first nine months of 2014.  The increase in provision for loan losses was caused by an overall increase in outstanding loans during the first nine months of 2015.  Also affecting the comparison, during this time period, a large commercial real estate loan paid off in the second quarter of 2014, releasing approximately $748,000 in reserves at that time.  For the nine months ended September 30, 2015, net chargeoffs to average outstanding loans was 16 basis points on an annualized basis.  This compares to 19 basis points for the same period last year.

Noninterest Income. Noninterest income in the first nine months of 2015 was $14.3 million, as compared to noninterest income for the first nine months of 2014 of $10.8 million. The increase in noninterest income was driven by increased mortgage banking income, the fair value adjustment on loans held for sale, and lower losses on the disposition of real estate owned and other repossessed assets.  The increase in mortgage banking income was due to an increase in the volume of loans sold in the secondary market in the current nine months, as compared to the same period last year.  Additionally, Home Savings was able to benefit from the increased pricing from loans originated in the previous year.  Home Savings adopted fair-value accounting for newly-originated construction perm loans in 2015 and has elected the fair value option for newly originated permanent construction loans held for sale.  Fair value accounting more appropriately aligns the recognition of gains with hedging costs incurred during the construction period.  See Note 9 discussing fair value.  

Noninterest Expense. Noninterest expense was $37.2 million in the first nine months of 2015, compared to $42.0 million in the first nine months of 2014, a difference of $4.8 million.  In the first nine months of 2015, salaries and employee benefits declined, primarily due to the recognition of a $923,000 charge related to cost reduction initiatives incurred during the second quarter of 2014.  Equipment and data processing expense declined as a result of lower core-processing system costs.  Prepayment penalties declined as the expense did not reoccur in 2015.  Other expenses declined $942,000 to $3.5 million for the nine months ended September 30, 2015, compared to the same nine month period last year.  Other expenses decreased primarily because of lower expenses incurred associated with a repurchase reserve associated with loans that have been sold in the secondary market. In the first nine months of the current year, Home Savings recognized a recovery of $554,000, based on historical losses and the quantity of loans with potential weakness that would require repurchase.  In the first nine months of 2014, Home Savings incurred expenses of $45,000 for repurchased loans.  

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Income Taxes. During the nine months ended September 30, 2015, the Company recognized a tax expense of $5.9 million on pre-tax income of $17.9 million, compared to a tax benefit of $39.1 million on pre-tax income of $8.3 million for the nine months ended September 30, 2014. The primary reason for the variance was the reversal of substantially all of the Company’s deferred tax asset valuation allowance during the quarter ended June 30, 2014.  

Liquidity

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

The principal sources of funds for United Community are deposits, loan repayments, maturities of securities, borrowings from financial institutions, repurchase agreements and other funds provided by operations.  Home Savings also has the ability to borrow from the Federal Home Loan Bank.  While scheduled loan repayments and maturing investments are relatively predictable, deposit flows and early loan prepayments are more influenced by interest rates, general economic conditions and competition.  Investments in liquid assets maintained by United Community and Home Savings are based upon management's assessment of (1) the need for funds, (2) expected deposit flows, (3) yields available on short-term liquid assets, and (4) objectives of the asset and liability management program.  At September 30, 2015, approximately $189.2 million of Home Savings’ certificates of deposit were expected to mature within one year.  Based on past experience and Home Savings’ prevailing pricing strategies, management believes that a substantial percentage of such certificates will be renewed with Home Savings at maturity, although there can be no assurance that this will occur.

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

At September 30, 2015, United Community had total on-hand liquidity, defined as cash and cash equivalents, unencumbered securities and additional FHLB borrowing capacity, of $545.5 million.

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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 September 30, 2015 and 2014. Average balance calculations were based on daily balances.

 

 

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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 nine months ended September 30, 2015 and 2014. Average balance calculations were based on daily balances.

 

 

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ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.

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

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

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

Presented below are analyses of Home Savings’ interest rate risk as measured by changes in NPV and net interest income for instantaneous and sustained parallel shifts of 100 basis point increments in market interest rates. As noted, for the year ended December 31, 2014, and the quarter ended September 30, 2015, 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.

 

 

 

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

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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 changes in market interest rates. Also, the interest rates on certain types of assets and liabilities may fluctuate in advance of changes in market interest rates, while interest rates on other types may lag behind changes in market rates. Further, in the event of a change in interest rates, expected rates of prepayment on loans and early withdrawal levels from certificates of deposit may deviate significantly from 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.

An evaluation was carried out by United Community’s management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of United Community’s disclosure controls and procedures (as defined in Rules 13a-15(e)/15d-15(e) of the Securities Exchange Act of 1934) as of September 30, 2015. Based on their evaluation, the Chief Executive Officer and Principal Accounting Officer have concluded that United Community’s disclosure controls and procedures as of September 30, 2015, were effective in ensuring that information required to be disclosed in the reports that United Community files or submits under the Exchange Act (i) was recorded, processed, summarized and reported on a timely basis, and (ii) is accumulated and communicated to management, including United Community’s Chief Executive Officer and Principal Accounting Officer, to allow timely decisions regarding required disclosure. During the quarter ended September 30, 2015, there were no changes in United Community’s internal controls over financial reporting that have materially affected or are reasonably likely to materially affect United Community’s internal controls over financial reporting.

 

 

 

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PART II. OTHER INFORMATION

UNITED COMMUNITY FINANCIAL CORP.

ITEM 1. Legal Proceedings.

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

ITEM 1A. Risk Factors.

There have been no significant changes in United Community’s risk factors as outlined in United Community’s Form 10-K for the period ended December 31, 2014.  The risk factors described in the Annual Report on Form 10-K are not the only risks facing the Company.  Additional risks and uncertainties not currently known to the Company or that management currently deems to be immaterial also may materially adversely affect the Company’s business, financial condition and/or operating results.  Moreover, the Company undertakes no obligation and disclaims any intention to publish revised information or updates to forward-looking statements contained in such risk factors or in any other statement made at any time by the Company or any of its directors, officers, employees or other representatives, unless and until any such revisions or updates are expressly required to be disclosed by securities laws or regulations.

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

 

 

On July 2, 2015, the Company awarded an aggregate of 5,560 restricted common shares and on July 28, 2015, the Company awarded an aggregate of 3,968 restricted common shares to its directors as part of the directors’ compensation for service on the Board of Directors.  There was no other value received by the Company from the directors in exchange for this award of restricted shares.  The restricted shares were offered by the Company in reliance upon an exemption from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended.  In utilizing the exemption, the Company relied upon the fact that there was no public offering of the restricted common shares and that each of the directors is an insider of the Company with access to all information necessary to make an informed decision regarding the restricted shares.

 

 

 

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ITEM 6. Exhibits.

 

 

 

 

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UNITED COMMUNITY FINANCIAL CORP.

SIGNATURES

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

 

 

 

 

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UNITED COMMUNITY FINANCIAL CORP.

Exhibit 3.1

Incorporated by reference to the Form 10-Q filed by United Community on May 7, 2015 with the SEC, film number 15842770, Exhibit 3.1.

Exhibit 3.2

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

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