UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
| ☒ | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
For the fiscal year ended December 31, 2017
OR
| ☐ | TRANSITIONS REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
For the transition period from to .
Commission file number: 000-024399
| A. | Full title of the plan and the address of the plan, if different from that of the issuer below: |
HOME SAVINGS BANK 401(k) SAVINGS PLAN
| B. | Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: |
United Community Financial Corp.
275 West Federal Street
Youngstown, Ohio 44503
REQUIRED INFORMATION
The following financial statements and supplemental schedule for the Home Savings Bank 401(k) Savings Plan are being filed herewith:
Description:
Contents of Financial Statements
Report of Independent Registered Public Accounting Firm
Audited Financial Statements:
Statements of Net Assets Available for Benefits at December 31, 2017 and December 31, 2016.
Statement of Changes in Net Assets Available for Benefits for the year ended December 31, 2017.
Notes to Financial Statements
Supplemental Schedule:
Schedule H, Line 4i – Schedule of Assets (Held at End of Year)
The following exhibit is being filed herewith:
| Exhibit No. |
Description | |
| 23.1 | Consent of Crowe Horwath LLP | |
| Independent Auditors | ||
HOME SAVINGS BANK
401(k) SAVINGS PLAN
Youngstown, Ohio
Financial Statements
December 31, 2017 and 2016
HOME SAVINGS BANK
401(k) SAVINGS PLAN
Youngstown, Ohio
Financial Statements
December 31, 2017 and 2016
CONTENTS
| 1 | ||||
| FINANCIAL STATEMENTS |
||||
| 3 | ||||
| 4 | ||||
| 5 | ||||
| SCHEDULE H, LINE 4i – SCHEDULE OF ASSETS (HELD AT END OF YEAR) |
12 | |||
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Plan Participants and Plan Administrator of the
Home Savings Bank 401(k) Savings Plan
Youngstown, Ohio
Opinion on the Financial Statements
We have audited the accompanying statements of net assets available for benefits of the Home Savings Bank 401(k) Savings Plan (the “Plan”) (f/k/a The Home Savings & Loan Company 401(k) Savings Plan) as of December 31, 2017 and 2016, the related statement of changes in net assets available for benefits for the year ended December 31, 2017, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2017 and 2016, and the changes in net assets available for benefits for the year ended December 31, 2017, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting in accordance with the standards of the PCAOB. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion in accordance with the standards of the PCAOB.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Supplemental Information
The supplemental Schedule H, Line 4i – Schedule of Assets (Held at End of Year) as of December 31, 2017 has been subjected to audit procedures performed in conjunction with the audit of the Home Savings Bank 401(k) Savings Plan’s financial statements. The supplemental schedule is the responsibility of the Plan’s management.
1.
Our audit procedures included determining whether the information presented in the supplemental schedule reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental schedule. In forming our opinion on the supplemental schedule, we evaluated whether the supplemental schedule, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental schedule is fairly stated in all material respects in relation to the financial statements as a whole.
| /s/ Crowe Horwath LLP |
| Crowe Horwath LLP |
| We have served as the Plan’s auditor since 2001 |
| New York, New York |
| June 28, 2018 |
2.
401(k) SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2017 AND 2016
| December 31, 2017 |
December 31, 2016 |
|||||||
| ASSETS |
||||||||
| Investments, at fair value |
||||||||
| Registered investment companies |
$ | 25,617,671 | $ | 21,303,928 | ||||
| Stable value fund |
662,130 | 748,489 | ||||||
| United Community Financial Corp. common stock |
8,023,837 | 8,268,606 | ||||||
|
|
|
|
|
|||||
| 34,303,638 | 30,321,023 | |||||||
| Cash |
114,362 | 18,102 | ||||||
| Receivables |
||||||||
| Notes receivable from participants |
650,320 | 588,633 | ||||||
|
|
|
|
|
|||||
| Total assets |
35,068,320 | 30,927,758 | ||||||
|
|
|
|
|
|||||
| LIABILITIES |
||||||||
| Accrued audit fees |
31,000 | — | ||||||
|
|
|
|
|
|||||
| NET ASSETS AVAILABLE FOR BENEFITS |
$ | 35,037,320 | $ | 30,927,758 | ||||
|
|
|
|
|
|||||
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
3.
401(k) SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2017
| Additions to net assets attributed to: |
||||
| Investment income |
||||
| Net appreciation in fair value of investments |
$ | 2,828,006 | ||
| Dividends |
1,782,524 | |||
|
|
|
|||
| 4,610,530 | ||||
| Interest income on notes receivable from participants |
24,260 | |||
| Contributions |
||||
| Employer |
646,190 | |||
| Participant |
1,905,133 | |||
| Rollover |
514,964 | |||
|
|
|
|||
| 3,066,287 | ||||
|
|
|
|||
| Total additions |
7,701,077 | |||
| Deductions from net assets attributed to: |
||||
| Benefits paid to participants |
3,427,491 | |||
| Administrative expenses |
164,024 | |||
|
|
|
|||
| Total deductions |
3,591,515 | |||
|
|
|
|||
| Net increase |
4,109,562 | |||
| Net assets available for benefits: |
||||
| Beginning of year |
30,927,758 | |||
|
|
|
|||
| End of year |
$ | 35,037,320 | ||
|
|
|
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
4.
401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 1—DESCRIPTION OF PLAN
The following description of Home Savings Bank 401(k) Savings Plan (the Plan) is provided for general information purposes only. Participants should refer to the Plan document for more complete description of the Plan’s provisions.
General: Home Savings Bank (the Company) established the Plan effective January 1, 1993. The Plan is subject to the provisions of the Employee Retirement Income Security Act (ERISA). Employees of the Company are eligible to become a participant in the Plan on their date of hire if not a member of a union with which the Company has a collective bargaining agreement, a nonresident alien, a leased employee, a limited service employee or a seasonal employee.
On January 31, 2017, United Community Financial Corp. (UCFC) completed an acquisition of Ohio Legacy Corp. (OLCB) pursuant to the terms and conditions of the Agreement and Plan of Merger, dated as of September 8, 2016 by and among UCFC, The Home Savings and Loan Company of Youngstown, Ohio (Home Savings), OLCB and Premier Bank & Trust (Merger Agreement). Pursuant to the terms of the Merger Agreement, OLCB was merged with and into UCFC. Immediately following the merger, Home Savings was merged with and into Premier Bank & Trust, a subsidiary of OLCB, and changed its name to Home Savings Bank.
Effective February 1, 2017, because of the name change of the Company, the Plan’s name changed from The Home Savings & Loan Company 401(k) Savings Plan to Home Savings Bank 401(k) Savings Plan.
Contributions: Participants may authorize up to 100% of their annual pretax compensation, subject to Internal Revenue Code limitations, to be withheld by the Company through payroll deductions. The Plan also allows any participant who has attained age 50 by the end of the Plan year to make catch-up contributions in accordance with Code Section 414(v). The Company may make a matching contribution based on a percentage of participant contributions, as determined each year by the Company. For 2017, the Company matched 50% up to the first 6% of the participant compensation deferred. Additional amounts may be contributed at the option of the Company and are subject to certain limitations. There were no such additional contributions made for the 2017 Plan year.
Rollover Contributions: The Plan permits participants, upon being eligible to become a participant in the Plan, to rollover into the Plan vested balances of a previous employer’s retirement plan accounts.
Participant Accounts: Each participant account is credited with the participant’s contribution and an allocation of (a) the Company’s contributions, (b) net investment earnings, and (c) forfeitures. Allocations are based on
participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit
that can be provided from the participant’s vested account. Each participant directs the investment of their account to any of the investment options available under the Plan, including common stock of UCFC, the Company’s parent.
(CONTINUED)
5.
HOME SAVINGS BANK
401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 1—DESCRIPTION OF PLAN (CONTINUED)
Vesting: Participants are immediately vested in their contributions plus actual earnings thereon. Any employer contributions vest accordingly to the following schedule:
| Years of Service |
Vest% | |||
| Less than 1 |
0 | % | ||
| 1 |
0 | % | ||
| 2 |
0 | % | ||
| 3 |
100 | % | ||
Forfeited Accounts: These accounts are first used to restore the previously forfeited account balances of qualifying participants that resume employment with the Company. Any remaining forfeitures are used to reduce future Company contributions or are used to pay administrative expenses. During 2017, no forfeitures were used to reduce employer contributions. During 2017, forfeitures aggregating $11,060 were used to pay plan expenses. The remaining balances of forfeitures available as of December 31, 2017 and 2016 were $15,276 and $11,301, respectively.
Retirement, Death and Disability: A participant is entitled to 100% of his or her account balance upon retirement, death or disability.
Payment of Benefits: Participants who have attained age 59-1/2 may elect to withdraw all or part of the value of the participant’s vested account balance. Withdrawals can also be made at any time if an employee encounters a severe financial hardship. Vested amounts are distributed to participants upon request. Participants may receive their distribution either in a lump sum payment or in installment payments.
Notes Receivable from Participants: Participants may borrow from their fund accounts up to $50,000 or 50 percent of their vested account balance, whichever is less. The loans are secured by the balance in the participant’s account and bear a fixed interest rate at the prime rate plus 1% as of the beginning of the quarter. The beginning interest rate is not reset. Principal and interest are paid through payroll deductions.
Change in Trustee: On November 30, 2017, UCFC announced the transition of Trustee and Investment Advisor responsibility for the Home Savings Bank 401(k) Savings Plan to Home Savings’ Premier Wealth Management Division, replacing Broadridge Matrix as Plan Trustee and UBS Financial Services as Investment Advisor. The effective date of this transition was October 1, 2017.
(CONTINUED)
6.
HOME SAVINGS BANK
401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 2—SUMMARY OF ACCOUNTING POLICIES
Basis of Accounting: The Plan’s financial statements are prepared on the accrual basis of accounting in conformity with U.S. generally accepted accounting principles (U.S. GAAP).
Investment Valuation and Income Recognition: The Plan’s investments are stated at fair value (see Note 4). Purchases and sales of securities are recorded on a trade-date basis. Dividends are recorded on the ex-dividend date. Interest income on notes receivables from participants is recorded on the accrual basis. Net appreciation (depreciation) includes the Plan’s gains and losses on investments bought and sold as well as held during the year.
Management fees and operating expenses charged to the Plan for investments in mutual funds are deducted from income earned on a daily basis and are not separately reflected. Consequently, management fees and operating expenses are reflected as a reduction of investment return for such investments.
Notes Receivable from Participants: Notes receivable from participants are reported at their unpaid principal balance plus any accrued but unpaid interest, with no allowance for credit losses, as repayments of principal and interest are received through payroll deductions and the notes are collateralized by the participants’ account balances.
Estimates: The preparation of financial statements in conformity with U.S. GAAP requires the plan administrator to make estimates and assumptions that affect certain reported amounts and disclosures and actual results could differ from those estimates.
Payment of Benefits: Benefits are recorded when paid.
Risk and Uncertainties: The Plan provides for various investment options including any combination of certain mutual funds, a stable value fund, and common stock of the parent of the Company, UCFC. The underlying investments are exposed to various risks, such as interest rate, market, liquidity and credit risks. Due to the level of risk associated with certain investments and the sensitivity of certain fair value estimates to changes in valuation assumptions, it is at least reasonably possible that changes in the values of investments will occur in the near term and that such changes could materially affect the amounts reported in the statements of net assets available for benefits and participants’ individual account balances.
Concentration of Credit Risk: At December 31, 2017 and 2016, approximately 23% and 27%, respectively, of the Plan’s assets were invested in UCFC common stock.
(CONTINUED)
7.
HOME SAVINGS BANK
401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 3—RIGHTS UPON PLAN TERMINATION
Although it has not expressed any intention to do so, the Company has the right to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of plan termination, participants would become 100% vested in their accounts.
NOTE 4—FAIR VALUE MEASUREMENT
Fair value is defined as the price that would be received by the Plan for an asset or paid by the Plan to transfer a liability (an exit price) in an orderly transaction between market participants on the measurement date in the Plan’s principal or most advantageous market for the asset or liability.
Accounting guidance establishes a fair value hierarchy, which requires the Plan to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The hierarchy places the highest priority on unadjusted quoted market prices in active markets for identical assets or liabilities (Level 1 measurements) and gives the lowest priority to unobservable inputs (Level 3 measurements). The three levels of inputs within the fair value hierarchy are defined as follows:
Level 1: Quoted prices (unadjusted) or 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 assumptions about the assumptions that market participants would use in pricing an asset or liability.
In some cases, a valuation technique used to measure fair value may include inputs from multiple levels of the fair value hierarchy. The lowest level of significant input determines the placement of the entire fair value measurement in the hierarchy.
The descriptions of the valuation methods and assumptions used by the Plan to estimate the fair value of investments are as follows:
Common stock: The fair value is determined by obtaining quoted prices on nationally recognized securities exchanges (Level 1 inputs).
Registered investment companies: The fair values of registered investment companies are determined by obtaining quoted prices on nationally recognized securities exchanges (Level 1 inputs).
Stable value fund: The net asset value, as reported by the fund manager, is used as a practical expedient to estimate fair value. This practical expedient would not be used if it is determined to be probable that the fund will sell the investment for an amount different from the reported asset value.
(CONTINUED)
8.
HOME SAVINGS BANK
401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 4—FAIR VALUE MEASUREMENT (CONTINUED)
Participant transactions (purchases and sales) may occur daily. If the plan initiates a full redemption of the collective trust, the issuer reserves the right to require 12 months’ notification in order to ensure that securities liquidation will be carried out in an orderly business manner. Plan sponsor initiated withdrawals from the Wilmington Trust Retirement and Institutional Services Company Collective Investment Trust III requires a 60-day notification and could be subject to a market value adjustment.
The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
| Assets at Fair Value as of December 31, 2017: | ||||||||||||||||
| Quoted Prices in Active Markets for Identical Assets |
Significant Other Observable Inputs |
Significant Unobservable Inputs |
||||||||||||||
| (Level 1) | (Level 2) | (Level 3) | Total | |||||||||||||
| Investments: |
||||||||||||||||
| Registered investment companies |
$ | 25,617,671 | $ | — | $ | — | $ | 25,617,671 | ||||||||
| UCFC common stock |
8,023,837 | — | — | 8,023,837 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total assets held in the fair value hierarchy |
33,641,508 | — | — | 33,641,508 | ||||||||||||
| Investments measured at net asset value (a) |
— | — | — | 662,130 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Investments at fair value |
$ | 33,641,508 | $ | — | $ | — | $ | 34,303,638 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
(CONTINUED)
9.
HOME SAVINGS BANK
401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 4—FAIR VALUE MEASUREMENT (CONTINUED)
| Assets at Fair Value as of December 31, 2016: | ||||||||||||||||
| Quoted Prices in Active Markets for Identical Assets |
Significant Other Observable Inputs |
Significant Unobservable Inputs |
||||||||||||||
| (Level 1) | (Level 2) | (Level 3) | Total | |||||||||||||
| Investments: |
||||||||||||||||
| Registered investment companies |
$ | 21,303,928 | $ | — | $ | — | $ | 21,303,928 | ||||||||
| UCFC common stock |
8,268,606 | — | — | 8,268,606 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total assets held in the fair value hierarchy |
29,572,534 | — | — | 29,572,534 | ||||||||||||
| Investments measured at net asset value (a) |
— | — | — | 748,489 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Investments at fair value |
$ | 29,572,534 | $ | — | $ | — | $ | 30,321,023 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| (a) | In accordance with Subtopic 820-10, certain investments that were measured at net asset value per share (or its equivalent), and were measured this way as a practical expedient, have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the line items presented in the statement of net assets available for benefits. |
NOTE 5—PARTY-IN-INTEREST TRANSACTIONS
Parties-in-interest are defined under Department of Labor regulations as any fiduciary of the Plan, any party rendering services to the Plan, the employer and certain others. Certain administrative functions are performed by officers and employees of the Company. No such officer or employee receives compensation from the Plan for administrative functions he or she performs. Home Savings’ Premier Wealth Management Division provides trustee and investment advisory services to the Plan. During 2017, no fees were paid by the Plan for these services. The Plan holds shares of UCFC Stock of which there were $127,987 cash dividends paid during 2017. These holdings are considered a related party investment. Additionally during 2017, realized gains on the sale of approximately 90,311 UCFC shares aggregated $572,006. Notes receivable from participants also reflect party-in-interest transactions. Administrative expenses of the Plan are paid for by the Plan. During 2017, the Plan paid fees of $133,024 to its third party administrators. Audit fees are paid by the Plan. During 2017, the Plan accrued audit fees of $31,000.
(CONTINUED)
10.
HOME SAVINGS BANK
401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 6—TAX STATUS
The Internal Revenue Service issued an opinion letter dated March 31, 2014, indicating that the prototype adopted by the Plan, as then designed, was in compliance with applicable requirements of the Internal Revenue Code. Although the Plan has been amended from the original prototype document, Plan management believes that the Plan is currently being operated in accordance with the Internal Revenue Code.
Generally accepted accounting principles require plan management to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the Internal Revenue Service. The Plan Administrator has analyzed the tax positions by the Plan, and has concluded that as of December 31, 2017 and 2016, there are no uncertain positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The Plan Administrator believes it is no longer subject to income tax examinations for years prior to 2014.
11.
401(k) SAVINGS PLAN
SCHEDULE H, LINE 4i—SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2017
| Name of Plan Sponsor: | HOME SAVINGS BANK | |||
| Employer identification number: | 34-1936418 | |||
| Three digit plan number: | 002 |
| (a) |
(b) Identity of Issue, Borrower, Lessor or Similar Party |
(c) Description of Investment Including Maturity Date, Rate of Interest, Collateral, Par or Maturity Value |
(d) Cost |
(e) Current Value |
||||||
| Common stock | ||||||||||
| * |
United Community Financial Corp. | Common stock | ** | $ | 8,023,837 | |||||
|
|
|
|||||||||
| 8,023,837 | ||||||||||
| Registered investment companies | ||||||||||
| Pioneer Investments | Pioneer Strategic Income Fund | ** | 154,830 | |||||||
| Victory Funds | Victory Diversified Stock Fund | ** | 1,678,709 | |||||||
| Invesco Investments | Invesco International Growth Fund | ** | 614,034 | |||||||
| Victory Funds | Victory Established Value Fund | ** | 1,075,806 | |||||||
| American Funds | New World Fund | ** | 283,546 | |||||||
| American Funds | American Balanced Fund | ** | 2,773,437 | |||||||
| American Funds | The Bond Fund of America | ** | 495,801 | |||||||
| Davis Funds | Davis New York Venture Fund A | ** | 1,562,020 | |||||||
| American Funds | EuroPacific Growth Fund | ** | 908,210 | |||||||
| * | Denotes party-in-interest |
| ** | All investments are participant directed, therefore historical cost information is not required |
12.
HOME SAVINGS BANK
401(k) SAVINGS PLAN
SCHEDULE H, LINE 4i—SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2017
| Name of Plan Sponsor: | HOME SAVINGS BANK | |||
| Employer identification number: | 34-1936418 | |||
| Three digit plan number: | 002 |
| (a) |
(b) Identity of Issue, Borrower, Lessor or Similar Party |
(c) Description of Investment Including Maturity Date, Rate of Interest, Collateral, Par or Maturity Value |
(d) |
(e) Current | ||||
| American Funds | Fundamental Investors Fund | ** | 2,128,067 | |||||
| American Funds | Growth Fund of America A | ** | 2,139,190 | |||||
| American Funds | Investment Company of America Fund A | ** | 1,881,884 | |||||
| American Funds | Small World Class A | ** | 1,305,988 | |||||
| MFS Investment Management | MFS Total Return Fund | ** | 963,433 | |||||
| Franklin Templeton Investments | Franklin Small Mid Cap Growth Fund | ** | 717,151 | |||||
| Franklin Templeton Investments | Franklin U.S. Government Securities Fund | ** | 380,792 | |||||
| American Funds | AMCAP A Fund | ** | 1,806,467 | |||||
| Seligman | Seligman Communication & Information Fund | ** | 930,648 | |||||
| Thornburg | Thornburg International Value Fund | ** | 599,853 |
| * | Denotes party-in-interest |
| ** | All investments are participant directed, therefore historical cost information is not required |
13.
HOME SAVINGS BANK
401(k) SAVINGS PLAN
SCHEDULE H, LINE 4i—SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2017
| Name of Plan Sponsor: | HOME SAVINGS BANK | |||
| Employer identification number: | 34-1936418 | |||
| Three digit plan number: | 002 |
| (a) |
(b) Identity of Issue, Borrower, Lessor or Similar Party |
(c) Description of Investment Including Maturity Date, Rate of Interest, Collateral, Par or Maturity Value |
(d) |
(e) Current Value |
||||||
| PIMCO Advisors | PIMCO Low Duration Fund | ** | 419,057 | |||||||
| Blackrock | Global Allocation Fund | ** | 81,182 | |||||||
| Ivy | Asset Strategy Fund | ** | 45,566 | |||||||
| JP Morgan | Smart Retire 2020 | ** | 517,614 | |||||||
| JP Morgan | Smart Retire 2025 | ** | 437,362 | |||||||
| JP Morgan | Smart Retire 2030 | ** | 281,190 | |||||||
| JP Morgan | Smart Retire 2035 | ** | 346,823 | |||||||
| JP Morgan | Smart Retire 2040 | ** | 373,968 | |||||||
| JP Morgan | Smart Retire 2045 | ** | 69,800 | |||||||
| JP Morgan | Smart Retire 2050 | ** | 45,846 | |||||||
| * | Denotes party-in-interest |
| ** | All investments are participant directed, therefore historical cost information is not required |
14.
HOME SAVINGS BANK
401(k) SAVINGS PLAN
SCHEDULE H, LINE 4i—SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2017
| Name of Plan Sponsor: | HOME SAVINGS BANK | |||
| Employer identification number: | 34-1936418 | |||
| Three digit plan number: | 002 |
| (a) |
(b) Identity of Issue, Borrower, Lessor or Similar Party |
(c) Description of Investment Including Maturity Date, Rate of Interest, Collateral, Par or Maturity Value |
(d) Cost |
(e) Current Value |
||||||||
| JP Morgan | Smart Retirement Income A | ** | 57,972 | |||||||||
| JP Morgan | Smart Retire 2055 | ** | 74,824 | |||||||||
| Federated Funds | Federated Government Obligations Fund | ** | 466,601 | |||||||||
|
|
|
|||||||||||
| 25,617,671 | ||||||||||||
| Stable value fund | ||||||||||||
| Wilmington Trust Company | Wilmington Trust Retirement and Institutional | |||||||||||
| Services Company Collective Investment Trust III | ** | 662,130 | ||||||||||
|
|
|
|||||||||||
| 662,130 | ||||||||||||
| Notes receivable from participants | ||||||||||||
| * |
Notes receivable from | Notes receivable from participants with | ||||||||||
| participants | interest rates ranging from 4.25%-5.50% | |||||||||||
| and maturity dates to August 27, 2027 | 650,320 | |||||||||||
|
|
|
|||||||||||
| 650,320 | ||||||||||||
|
|
|
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| $ | 34,953,958 | |||||||||||
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|
|
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| * | Denotes party-in-interest |
| ** | All investments are participant directed, therefore historical cost information is not required |
15.
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
HOME SAVINGS BANK 401(k) SAVINGS PLAN
By: Home Savings Bank
Its: Administrator
| Date: June 28, 2018 | /s/ Cynthia M. Cerimele | |||||
| Cynthia M. Cerimele | ||||||
| Senior Vice President, Human Resources |
INDEX TO EXHIBITS
| Exhibit No. |
Description | |
| 23.1 | Consent of Crowe Horwath LLP | |
| Independent Auditors | ||