e10vk
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
Form 10-K
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þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal
year ended December 31, 2009
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OR
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period
from to
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Commission File Number: 0-024399
UNITED COMMUNITY FINANCIAL
CORP.
(Exact name of registrant as
specified in its charter)
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Ohio
(State or other jurisdiction
of
incorporation or organization)
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34-1856319
(I.R.S. Employer
Identification Number)
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275 West Federal Street,
Youngstown, Ohio
(Address of principal
executive offices)
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44503
(Zip Code)
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Registrants
telephone number:
(330) 742-0500
Securities registered pursuant to Section 12(b) of the
Act:
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Common shares, no par value per share
(Title of Class)
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Nasdaq
(Name of each exchange on
which registered)
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Securities registered pursuant to Section 12(g) of the
Act:
None
(Title
of Class)
Indicate by checkmark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities
Act. Yes o No þ
Indicate by checkmark if the registrant is not required to file
reports pursuant to Section 13 or 15(d) of the
Act. Yes o
No þ
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 þ No o
Indicate by checkmark whether the registrant has submitted
electronically and posted on its corporate website, 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 o No o
Indicate by checkmark if disclosure of delinquent filers
pursuant to Item 405 of
Regulation S-K
(§ 229.405 of this chapter) is not contained herein,
and will not be contained, to the best of the registrants
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this
Form 10-K
or any amendment to this
10-K. o
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of
large accelerated filer, accelerated
filer and smaller reporting company in Rule
12b-2 of the
Exchange Act. (Check one):
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Large
accelerated
filer o
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Accelerated
filer o
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Non-accelerated
filer þ
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Smaller
reporting
company o
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(Do not check if a smaller reporting company)
Indicate by checkmark whether the registrant is a shell company
(as defined in
Rule 12b-2
of the
Act.). Yes o
No þ
The aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the last
reported sale on June 30, 2009 was approximately
$31.9 million. (The exclusion from such amount of the
market value of the shares owned by any person shall not be
deemed an admission by the registrant that such person is an
affiliate of the registrant.)
As of March 17, 2010, there were 30,897,825 of the
Registrants Common Shares outstanding.
DOCUMENTS
INCORPORATED BY REFERENCE
Part III of
Form 10-K
Portions of the Proxy Statement for the 2010 Annual Meeting of
Shareholders
PART I
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Item 1.
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Description
of Business
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GENERAL
United Community Financial Corp. (United Community) was
incorporated in the State of Ohio in February 1998 for the
purpose of owning all of the outstanding capital stock of The
Home Savings and Loan Company of Youngstown, Ohio (Home Savings)
issued upon the conversion of Home Savings from a mutual savings
association to a permanent capital stock savings association
(Conversion). The Conversion was completed on July 8, 1998.
The term the Company is used in this
Form 10-K
to refer to United Community and Home Savings collectively.
United Communitys Internet site,
http://www.ucfconline.com,
contains a hyperlink to the Securities and Exchange Commission
(SEC) where United Communitys annual report on
Form 10-K,
quarterly reports on
Form 10-Q,
current reports on
Form 8-K,
Section 16 Insider Reports and amendments to those reports
filed or furnished pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 are available free of charge
as soon as reasonably practicable after United Community has
filed the report with the SEC.
As a unitary thrift holding company, United Community is subject
to regulation, supervision and examination by the Office of
Thrift Supervision (OTS), the Division of Financial Institutions
of the Ohio Department of Commerce (Ohio Division) and the SEC.
United Communitys primary activity is holding the common
shares of Home Savings. Consequently, the following discussion
focuses primarily on the business of Home Savings.
Home Savings was organized as a mutual savings association under
Ohio law in 1889. Currently, Home Savings is a state-chartered
savings bank, subject to supervision and regulation by the
Federal Deposit Insurance Corporation (FDIC) and the Ohio
Division. Home Savings is a member of the Federal Home Loan Bank
of Cincinnati (FHLB) and the deposits of Home Savings are
insured up to applicable limits by the FDIC.
Home Savings conducts business from its main office located in
Youngstown, Ohio, 39 full-service branches and six loan
production offices located throughout Ohio and western
Pennsylvania. The principal business of Home Savings is the
origination of mortgage loans, including construction loans on
residential and nonresidential real estate located in Home
Savings primary market area, which consists of Ashland,
Columbiana, Cuyahoga, Erie, Franklin, Geauga, Hancock, Huron,
Lake, Mahoning, Montgomery, Portage, Richland, Sandusky, Seneca,
Stark, Summit and Trumbull Counties in Ohio and Beaver County in
Pennsylvania. In addition to real estate lending, Home Savings
originates commercial loans and various types of consumer loans.
For liquidity and interest rate risk management purposes, Home
Savings invests in various financial instruments as discussed
below under Investment Activities. Funds for lending
and other investment activities are obtained primarily from
savings deposits, which are insured up to applicable limits by
the FDIC, principal repayments of loans, borrowings from the
FHLB, repurchase agreements, and maturities of securities.
Interest on loans and other investments is Home Savings
primary source of income. Home Savings principal expenses
are interest paid on deposit accounts and other borrowings and
salaries and benefits paid to employees. Operating results are
dependent to a significant degree on the net interest income of
Home Savings, which is the difference between interest earned on
loans and other investments and interest paid on deposits and
borrowed funds. Like most financial institutions, Home
Savings interest income and interest expense are affected
significantly by general economic conditions and by the policies
of various regulatory authorities.
On August 8, 2008, the board of directors of United
Community approved a Stipulation and Consent to Issuance of
Order to Cease and Desist (OTS Order) with the OTS.
Simultaneously, the board of directors of Home Savings approved
a Stipulation and Consent to the Issuance of an Order to Cease
and Desist (Bank Order) with the FDIC and the Ohio Division.
Although United Community and Home Savings have agreed to the
issuance of the OTS Order and the Bank Order, respectively,
neither has admitted or denied any allegations of unsafe or
unsound banking practices, or any legal or regulatory
violations. No monetary penalties were assessed by the OTS, the
FDIC, or the Ohio Division.
The OTS Order requires United Community to obtain OTS approval
prior to: (i) incurring or increasing its debt position;
(ii) repurchasing any United Community stock; or
(iii) paying any dividends. The OTS Order also requires
1
United Community to develop a debt reduction plan and submit the
plan to the OTS for approval. United Community had no debt
outstanding on December 31, 2009.
The Bank Order requires Home Savings, within specified
timeframes, to take or refrain from certain actions, including:
(i) retaining a bank consultant to assess Home
Savings management needs and submitting a management plan
that identifies officer positions needed, identifies and
establishes board and internal operating committees, evaluates
Home Savings senior officers, and provides for the hiring
of any additional personnel; (ii) seeking regulatory
approval prior to adding any individuals to the board of
directors or employing any individual as a senior executive
officer of Home Savings; (iii) not extending additional
credit to classified borrowers; (iv) establishing a
compliant Allowance for Loan and Lease Loss methodology;
(v) enhancing its risk management policies and procedures;
(vi) adopting and implementing plans to reduce its
classified assets and delinquent loans, and to reduce loan
concentrations in nonowner-occupied commercial real estate and
construction, land development, and land loans;
(vii) establishing board of directors committees to
evaluate and approve certain loans and oversee Home
Savings compliance with the Bank Order;
(viii) revising its loan policy and enhancing its
underwriting and credit administration functions;
(ix) developing a strategic plan and budget and profit
plan; (x) correcting all violations of laws, rules, and
regulations and implementing procedures to ensure future
compliance; (xi) increasing its Tier 1 capital to
8.00% and its total risk-based capital to 12.00% by
December 31, 2008; and (xii) seeking regulatory
approval prior to declaring or paying any cash dividend. At
December 31, 2009, Home Savings Tier 1 capital
was 8.22% and its total risk-based capital was 12.80%. Because
of the consent to the Bank Order, Home Savings is deemed
adequately capitalized for regulatory capital
purposes.
On August 12, 1999, United Community acquired Butler Wick
Corp. (Butler Wick), the parent company for two wholly owned
subsidiaries: Butler Wick & Co., Inc. and Butler Wick
Trust Company. On December 31, 2008, the Company
completed the sale of Butler Wick & Co., Inc., to
Stifel Financial Corp. for $12.0 million. On March 31,
2009, the Company completed the sale of Butler Wick Trust to
Farmers National Banc Corp. for $12.1 million. The Company
dissolved Butler Wick Corp. in October 2009. As a result, Butler
Wick has been reported as a discontinued operation and
consolidated financial statement information for all periods
presented has been reclassified to reflect this presentation.
DISCUSSION
OF FORWARD-LOOKING STATEMENTS
When used in this
Form 10-K,
the words or phrases will likely result, are
expected 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
Communitys 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
Communitys financial performance and could cause United
Communitys 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 does not undertake, and specifically disclaims
any obligation, to publicly release the result of any revisions
that may be made to any forward-looking statements to reflect
events or circumstances after the date of such statements or to
reflect the occurrence of anticipated or unanticipated events.
LENDING
ACTIVITIES
General. Home Savings principal lending
activity is the origination of conventional real estate loans
secured by real estate located in Home Savings primary
market area, including single family residences, multifamily
residences and nonresidential real estate, including
construction projects. In addition to real estate lending, Home
Savings originates commercial loans and various types of
consumer loans, including home equity loans, loans secured by
savings accounts, motor vehicles, boats and recreational
vehicles and unsecured loans.
2
Loan Portfolio Composition. The following
table presents certain information regarding the composition of
Home Savings loan portfolio at the dates indicated:
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At December 31,
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2009
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2008
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2007
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2006
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2005
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Percent of
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Percent of
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Percent of
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Percent of
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Percent of
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Amount
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total loans
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Amount
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total loans
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Amount
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total loans
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Amount
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total loans
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Amount
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total loans
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(Dollars in thousands)
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Real estate loans:
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Permanent loans:
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One-to four-family residential
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$
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773,831
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40.58
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%
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$
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909,567
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40.65
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%
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$
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871,019
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38.41
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%
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$
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854,829
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37.65
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%
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$
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749,362
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35.44
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%
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Multifamily residential
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150,480
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7.89
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187,711
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8.39
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179,535
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7.92
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163,541
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7.20
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154,702
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7.32
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Nonresidential
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397,895
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20.87
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375,463
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16.78
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359,070
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15.84
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348,528
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15.35
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314,124
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14.86
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Land
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23,502
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1.23
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23,517
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1.05
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22,818
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1.01
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26,684
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1.18
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14,979
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0.71
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Total permanent
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1,345,708
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70.57
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1,496,258
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66.87
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1,432,442
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63.18
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1,393,582
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61.38
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1,233,167
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58.33
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Construction loans:
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One-to four-family residential and land development
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178,095
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9.34
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255,355
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11.41
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357,153
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15.75
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388,926
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17.13
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389,558
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18.43
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Multifamily and nonresidential
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13,741
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0.72
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35,797
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1.60
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25,191
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1.11
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25,215
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1.11
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66,788
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3.16
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Total construction
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191,836
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10.06
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291,152
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13.01
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382,344
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16.86
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414,141
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18.24
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456,346
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21.59
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Total real estate loans
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1,537,544
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80.63
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1,787,410
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79.88
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1,814,786
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80.04
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1,807,723
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79.62
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1,689,513
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79.92
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Consumer loans:
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Home equity
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237,569
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12.46
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253,348
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11.32
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234,362
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10.33
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220,679
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9.72
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196,986
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9.32
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Auto
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13,784
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0.72
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24,138
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1.08
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31,206
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1.38
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36,605
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1.61
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42,975
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2.03
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Marine
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9,366
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0.49
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11,781
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0.53
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14,196
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0.63
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19,218
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0.85
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23,434
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1.11
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RV
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43,722
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2.29
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54,003
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2.41
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63,587
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2.80
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59,642
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2.63
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48,108
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2.27
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Other(1)
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4,761
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0.25
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5,564
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0.25
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6,096
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0.27
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9,463
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0.42
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12,012
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0.57
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Total consumer
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309,202
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16.21
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348,834
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15.59
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349,447
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15.41
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345,607
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15.23
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323,515
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15.30
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Commercial loans
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60,217
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3.16
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101,489
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4.53
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103,208
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4.55
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116,952
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5.15
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100,977
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4.78
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Total loans
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1,906,963
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100.00
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%
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2,237,733
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100.00
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%
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2,267,441
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100.00
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%
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2,270,282
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100.00
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%
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2,114,005
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|
|
100.00
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less net items
|
|
|
40,945
|
|
|
|
|
|
|
|
34,280
|
|
|
|
|
|
|
|
30,453
|
|
|
|
|
|
|
|
16,723
|
|
|
|
|
|
|
|
16,572
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loans, net
|
|
$
|
1,866,018
|
|
|
|
|
|
|
$
|
2,203,453
|
|
|
|
|
|
|
$
|
2,236,988
|
|
|
|
|
|
|
$
|
2,253,559
|
|
|
|
|
|
|
$
|
2,097,433
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Consists primarily of overdraft protection loans and loans to
individuals secured by demand accounts, deposits and other
consumer assets. |
Loan Maturity. The following table sets forth
certain information as of December 31, 2009, regarding the
dollar amount of construction and commercial loans maturing in
Home Savings portfolio based on their contractual terms to
maturity. Demand and other loans having no stated schedule of
repayments or no stated maturity are reported as due in one year
or less. Mortgage loans originated by Home Savings generally
include
due-on-sale
clauses that provide Home Savings with the contractual right to
deem the loan immediately due and payable in the event the
borrower transfers the ownership of the property without Home
Savings consent. The table does not include the effects of
possible prepayments.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal Repayments Contractually
|
|
|
|
Due in the Years Ended December 31,
|
|
|
|
2010
|
|
|
2011-2014
|
|
|
2015 and thereafter
|
|
|
Total
|
|
|
|
(Dollars in thousands)
|
|
|
Construction loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One-to four-family residential
|
|
$
|
134,940
|
|
|
$
|
19,253
|
|
|
$
|
23,902
|
|
|
$
|
178,095
|
|
Multifamily and nonresidential
|
|
|
7,242
|
|
|
|
1,689
|
|
|
|
4,810
|
|
|
|
13,741
|
|
Commercial loans
|
|
|
38,785
|
|
|
|
11,241
|
|
|
|
10,191
|
|
|
|
60,217
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
180,967
|
|
|
$
|
32,183
|
|
|
$
|
38,903
|
|
|
$
|
252,053
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3
The table below sets forth the dollar amount of all loans
reported above as due after December 31, 2010, which have
fixed or adjustable interest rates:
|
|
|
|
|
|
|
Due after December 31, 2010
|
|
|
|
(Dollars in thousands)
|
|
|
Fixed rate
|
|
$
|
33,058
|
|
Adjustable rate
|
|
|
38,028
|
|
|
|
|
|
|
|
|
$
|
71,086
|
|
|
|
|
|
|
Loans Secured by One-to Four-Family Real
Estate. Home Savings originates conventional
loans secured by first mortgages on one-to four-family
residences primarily located within Home Savings market
area. At December 31, 2009, Home Savings one-to
four-family residential real estate loans held for investment
totaled approximately $773.8 million, or 40.6% of total
loans. At December 31, 2009, $26.7 million, or 3.5%,
of Home Savings one-to four-family loans were
nonperforming.
Home Savings currently offers fixed-rate mortgage loans and
adjustable-rate mortgage loans (ARMs). Although Home
Savings loan portfolio includes a significant amount of
30-year
fixed-rate loans, a considerable portion of fixed rate loans are
originated for sale. The interest rate adjustment periods on
ARMs are typically one, three, five or seven years. The maximum
interest rate adjustment on most of the ARMs is 2.0% on any
adjustment date and a total of 6.0% over the life of the loan.
The interest rate adjustments on three-year, five-year and
seven-year ARMs presently offered by Home Savings are indexed to
the weekly average rate on the one-year U.S. Treasury
securities. Rate adjustments are computed by adding a stated
margin to the index.
FDIC regulations and Ohio law limit the amount that Home Savings
may lend in relationship to the appraised value of the real
estate and improvements that secure the loan at the time of loan
origination. In accordance with such regulations, Home Savings
may make loans on one-to four-family residences of up to 100% of
the value of the real estate and improvements (LTV). Home
Savings typically requires private mortgage insurance on the
portion of the principal amount of the loan that exceeds 85% of
the appraised value of the property securing the loan.
Under certain circumstances, Home Savings will offer loans with
LTVs exceeding 85% without private mortgage insurance.
Customers may borrow up to 80% of the homes appraised
value and obtain a second loan or line of credit for up to 15%
of the appraised value without having to purchase mortgage
insurance. Home Savings also offers a first-time homebuyers
product that permits an LTV of 95% without private mortgage
insurance. Such loans involve a higher degree of risk because,
in the event of a borrower default, the value of the underlying
collateral may not satisfy the principal and interest
outstanding on the loan. To reduce this risk, Home Savings
underwrites all portfolio loans to Freddie Mac underwriting
guidelines. At December 31, 2009, these loans totaled
$61.2 million. There were approximately $2.8 million
loans, or 4.6% of such loans, that were nonperforming at
December 31, 2009.
Currently, no interest-only one-to four-family loans are
contained in Home Savings portfolio.
Home Savings issues loan origination commitments to qualified
borrowers primarily for the purchase of single-family
residential real estate. Such commitments have specified terms
and conditions and are made for periods of up to 60 days,
during which time the interest rate is locked in. Home Savings
utilizes various hedge strategies to mitigate its interest rate
risk during this time period.
Loans Secured by Multifamily Residences. Home
Savings originates loans secured by multifamily properties that
contain more than four units. Multifamily loans are offered with
adjustable rates of interest, which adjust according to a
specified index, and typically have terms ranging from five to
ten years and LTVs of up to 80%.
Multifamily lending generally is considered to involve a higher
degree of risk than one-to four-family residential lending
because the borrower typically depends upon income generated by
the project to cover operating expenses and debt service. The
profitability of a project can be affected by economic
conditions, government policies and other factors beyond the
control of the borrower. Home Savings attempts to reduce the
risk associated with multifamily lending by evaluating the
creditworthiness of the borrower and the projected income from
the project and by obtaining personal guarantees on loans made
to corporations, limited liability companies, and
4
partnerships. Home Savings requires borrowers to submit
financial statements annually to enable management to monitor
the loan, and requires an assignment of rents from borrowers.
At December 31, 2009, loans secured by multifamily
properties totaled approximately $150.5 million, or 7.9% of
total loans. The largest loan as of December 31, 2009 had a
principal balance of $10.9 million and was performing
according to its terms. There were approximately
$7.9 million in multifamily loans, or 5.2% of Home
Savings total multifamily portfolio, that were considered
nonperforming at December 31, 2009.
Loans Secured by Nonresidential Real
Estate. Home Savings originates loans secured by
nonresidential real estate, such as shopping centers, office
buildings, hotels, and motels. Home Savings nonresidential
real estate loans have adjustable rates, terms of up to
25 years and, generally, LTVs of up to 75%. The majority of
such properties are located within Home Savings primary
lending area.
Nonresidential real estate lending generally is considered to
involve a higher degree of risk than residential lending due to
the relatively larger loan amounts and the effects of general
economic conditions on the successful operation of
income-producing properties. Home Savings has endeavored to
reduce such risk by evaluating the credit history of the
borrower, the location of the real estate, the financial
condition of the borrower, obtaining personal guarantees by the
borrower, the quality and characteristics of the income stream
generated by the property and the appraisal supporting the
propertys valuation.
At December 31, 2009, Home Savings largest loan
secured by nonresidential real estate had a balance of
$17.4 million and was performing according to its terms. At
December 31, 2009, approximately $397.9 million, or
20.9% of Home Savings total loans, were secured by
mortgages on nonresidential real estate, of which
$24.1 million, or 6.1% of Home Savings total
nonresidential real estate loans, were considered nonperforming.
Loans Secured by Vacant Land. Home Savings
also originates a limited number of loans secured by vacant
land, primarily for the construction of single-family houses.
Home Savings land loans generally are fixed-rate loans for
terms of up to five years and require a LTV of 65% or less. At
December 31, 2009, approximately $23.5 million, or
1.2%, of Home Savings total loans were land loans, a
majority of which were loans to individuals intending to
construct and occupy single-family residences on the properties.
Nonperforming land loans totaled $5.2 million, or 22.0% of
such loans, at December 31, 2009.
Construction Loans. Home Savings originates
loans for the construction of one-to four-family residences,
multifamily properties and nonresidential real estate projects.
Residential construction loans are made to both owner-occupants
and to builders on a speculative (unsold) basis. Construction
loans to owner-occupants are structured as permanent loans with
fixed or adjustable rates of interest and terms of up to
30 years. During the first year, while the residence is
being constructed, the borrower is required to pay interest
only. Construction loans for one-to four-family residences have
LTVs at origination of up to 95%, and construction loans for
multifamily and nonresidential properties have LTVs at
origination of up to 80% based on estimated value at completion,
with the value of the land included as part of the owners
equity.
At December 31, 2009, Home Savings had approximately
$191.8 million, or 10.1% of its total loans, invested in
construction loans, including $178.1 million in one-to
four-family residential construction and approximately
$13.7 million in multifamily and nonresidential
construction loans. Approximately 2.5% of Home Savings
residential construction loans are made to builders on a
speculative (unsold) basis; i.e.; for homes for which the
builder does not have a contract with a buyer. Home Savings,
however, limits the number of outstanding loans to each builder
on unsold homes under construction, both by dollar amount and
number depending on the borrower.
Construction loans involve greater underwriting and default
risks than loans secured by mortgages on existing properties
because construction loans are more difficult to appraise and to
monitor. Loan funds are advanced upon the security of the
project under construction. In the event a default on a
construction loan occurs and foreclosure follows, Home Savings
usually will take control of the project and attempt either to
arrange for completion of construction or dispose of the
unfinished project.
Nonperforming construction loans at December 31, 2009,
totaled $43.2 million, or 22.5% of such loans.
Consumer Loans. Home Savings originates
various types of consumer loans, including home equity loans,
vehicle loans, recreational vehicle loans, marine loans,
overdraft protection loans, loans to individuals secured by
5
demand accounts, deposits and other consumer assets and
unsecured loans. Consumer loans are made at fixed and adjustable
rates of interest and for varying terms based on the type of
loan. At December 31, 2009, Home Savings had approximately
$309.2 million, or 16.2% of its total loans, invested in
consumer loans.
Home Savings generally makes closed-end home equity loans in an
amount that, when added to the prior indebtedness secured by the
real estate, does not exceed 90% of the estimated value of the
real estate. Home equity loans typically are secured by a second
mortgage on the real estate. Home Savings frequently holds the
first mortgage, although Home Savings will make home equity
loans in cases where another lender holds the first mortgage.
Home Savings also offers home equity loans with a line of credit
feature. Home equity loans are made with adjustable and fixed
rates of interest. Fixed-rate home equity loans have terms of
fifteen years but can be called at any time. Rate adjustments on
adjustable home equity loans are determined by adding a margin
to the current prime interest rate for loans on residences of up
to 85% LTV in the first lien position and 90% LTV in the second
lien position. At December 31, 2009, approximately
$237.6 million, or 76.8%, of Home Savings consumer
loan portfolio consisted of home equity loans. Home Savings also
makes consumer loans secured by a deposit or savings account for
up to 100% of the principal balance of the account. These loans
generally have adjustable rates, which adjust based on the
weekly average yield on U.S. Treasury securities plus a
margin.
For new automobiles, loans are originated for up to 100% of the
MSRP value of the car with terms of up to 72 months, and,
for used automobiles, loans are made for up to the National
Automobile Dealers Association (N.A.D.A) retail value of the car
model and a term of up to 66 months. Most automobile loans
are originated indirectly by approved auto dealerships. At
December 31, 2009, automobile loans totaled
$13.8 million of Home Savings consumer loan portfolio.
Nonperforming consumer loans at December 31, 2009, amounted
to $5.4 million, or 1.7% of such loans.
Commercial Loans. Home Savings makes
commercial loans to businesses in its primary market area,
including traditional lines of credit, revolving lines of
credit, term loans and acquisition and development loans. The
LTV ratios for commercial loans depend upon the nature of the
underlying collateral, but generally commercial loans are made
with LTVs of 70% to 80%, up to a maximum of 90%, and have
adjustable interest rates. Lines of credit and revolving credits
generally are priced on a floating rate basis, which is tied to
the prime interest rate or U.S. Treasury bill rate. Term
loans usually have adjustable rates, but can have fixed rates of
interest, and have terms of one to five years.
At December 31, 2009, Home Savings had approximately
$60.2 million invested in commercial loans. The majority of
these loans are secured by inventory, accounts receivable,
machinery, investment property, vehicles or other assets of the
borrower. Home Savings also originates unsecured commercial
loans including lines of credit for periods of less than
12 months, short-term loans and, occasionally, term loans
for periods of up to 36 months. These loans are
underwritten based on the creditworthiness of the borrower and
the guarantors, if any. Home Savings had $27.5 million in
unsecured commercial loans as of December 31, 2009, with no
one loan in this portfolio exceeding $3.0 million.
Commercial loans generally entail greater risk than real estate
lending. The repayment of commercial loans typically is
dependent on the income stream and successful operation of a
business, which can be affected by economic conditions. The
collateral for commercial loans, if any, often consists of
rapidly depreciating assets.
Nonperforming commercial loans at December 31, 2009,
amounted to $3.4 million, or 5.7% of total commercial loans.
Reduction in loan concentrations. The Bank
Order requires Home Savings to adopt and implement plans to
reduce loan concentrations in nonowner-occupied commercial real
estate loans and construction, land development, and land loans.
The plan was developed and adopted by Home Savings and was
implemented in the third quarter of 2008. The plan included
sharply reducing the origination of new construction, land, and
land development loans as well as loans secured by commercial
real estate. The Company has also reduced the level of
construction loans purchased from another financial institution.
The concentration of nonowner-occupied commercial real estate
loans declined from 335.2% of total risk-based capital as of
December 31, 2008, to 307.9% of total risk-based capital as
of December 31, 2009. The concentration of construction,
land development loans and land loans declined from 129.8% of
total risk-based capital as of December 31, 2008, to 97.6%
of total risk-based capital as of December 31,
6
2009. It is anticipated that nonowner-occupied commercial real
estate loans along with construction, land development and land
loans as a percentage of total risk-based capital will continue
to decline in the near term.
Loan Solicitation and Processing. The lending
activities of Home Savings are subject to the written,
non-discriminatory underwriting standards and loan origination
procedures approved by Home Savings Board of Directors
(Board). Loan originations generally are obtained from existing
customers and members of the local community and from referrals
by real estate brokers, lawyers, accountants and current and
former customers. Home Savings also advertises in the local
print media, radio and on television.
Each of Home Savings 39 offices and six loan production
offices have loan personnel who can accept loan applications,
which are then forwarded to Home Savings Underwriting
Department for processing and approval. In underwriting real
estate loans, Home Savings typically obtains a credit report,
verification of employment and other documentation concerning
the creditworthiness of the borrower. An appraisal of the fair
market value of the real estate that will be given as security
for the loan is prepared by an approved independent fee
appraiser. For all nonresidential real estate loans, the
appraisal is conducted by an outside fee appraiser whose report
is reviewed by Home Savings chief appraiser or a third
party appraised review firm engaged by Home Savings. Upon the
completion of the appraisal and the receipt of information on
the credit history of the borrower, the loan application is
submitted for review to the appropriate persons. Commercial,
residential, and nonresidential real estate loans up to $999,999
may be approved by an authorized executive officer. Loan
requests of $1.0 million up to $5.0 million require
the approval of the Officers Loan Committee. All loans
which would cause the aggregate lending relationship to be
greater than $5.0 million require approval by the
Officers Loan Committee and the Board Loan Committee.
Lending relationships of $15.0 million or greater must be
approved by the full board of directors. In addition, under the
terms of the Bank Order, certain loans require Board Loan
Committee approval.
Borrowers are required to carry satisfactory fire and casualty
insurance and flood insurance, if applicable, and to name Home
Savings as an insured mortgagee. Home Savings generally obtains
a title guarantee or title insurance on real estate loans.
The procedure for approval of construction loans is the same as
for permanent real estate loans, except that an appraiser
evaluates the building plans, construction specifications and
estimates of construction costs. Home Savings also evaluates the
feasibility of the proposed construction project and the
experience and record of the builder. Once approved, the
construction loan is disbursed in installments based upon
periodic inspections of the construction progress.
Consumer loans are underwritten on the basis of the
borrowers credit history and an analysis of the
borrowers income and expenses, ability to repay the loan
and the value of the collateral, if any.
Loan Originations, Purchases and Sales. Home
Savings residential loans generally are made on terms and
conditions and documented to conform to the secondary market
guidelines for sale to the Federal Home Loan Mortgage Company
(FHLMC), the Federal National Mortgage Association (FNMA) and
other institutional investors in the secondary market. Home
Savings originates first mortgage loans insured by the Federal
Housing Authority with the intention to sell in the secondary
market. Home Savings does not originate loans guaranteed by the
Veterans Administration, but it has purchased such loans as well
as participation interests in such loans.
Home Savings generally retains the servicing rights on the sale
of loans originated in the geographic area surrounding its full
service branches. Home Savings anticipates continued
participation in the secondary mortgage loan market to maintain
its desired risk profile.
At December 31, 2009, Home Savings had $54.2 million
of outstanding commitments to make loans, $116.4 million
available to borrowers under consumer and commercial lines of
credit and $41.1 million available in the
OverdraftPrivledgetm
program. At December 31, 2009, Home Savings had
$22.2 million in undisbursed funds related to construction
and commercial loans in process.
In 2003, Home Savings entered into an agreement to purchase
one-to four-family construction loans from another institution.
Loans purchased under this agreement earn a floating rate of
interest, are guaranteed as to principal and interest by a third
party and are for the purpose of constructing either pre-sold or
market homes. At December 31, 2009, approximately
$15.2 million was outstanding under this program. This
represents a decrease of
7
$33.3 million over the outstanding balance of
$48.5 million included in net loans as of December 31,
2008. The effort to reduce the outstanding balance of this
relationship is a direct result of Home Savings compliance
with the Bank Order, as mentioned above. At December 31,
2009, $3.1 million, or 20.3% of such loans, were
nonperforming.
Loans to One Borrower Limits. Regulations
generally limit the aggregate amount that Home Savings may lend
to any one borrower to an amount equal to 15.0% of Home
Savings unimpaired capital and unimpaired surplus (Lending
Limit Capital). A savings association may lend to one borrower
an additional amount not to exceed 10.0% of Lending Limit
Capital if the additional amount is fully secured by certain
forms of readily marketable collateral. Real estate
is not considered readily marketable collateral. In
applying this limit, regulations require that loans to certain
related or affiliated borrowers be aggregated.
Based on such limits, Home Savings could lend approximately
$33.1 million to one borrower at December 31, 2009.
The largest amount Home Savings had committed to one borrower at
December 31, 2009, was $23.2 million, of which
$22.8 million was outstanding at that time. At
December 31, 2009, these commercial real estate loans were
performing in accordance with their terms.
Delinquent Loans, Nonperforming Assets and Classified
Assets. The following table reflects the amount
of all loans in a delinquent status as of the dates indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
|
|
|
|
|
|
|
Percent of
|
|
|
|
|
|
|
|
|
Percent of
|
|
|
|
|
|
|
|
|
|
Net
|
|
|
|
|
|
|
|
|
Net
|
|
|
|
Number
|
|
|
Amount
|
|
|
Loans
|
|
|
Number
|
|
|
Amount
|
|
|
Loans
|
|
|
|
(Dollars in thousands)
|
|
|
Loans delinquent for:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30-59 days
|
|
|
366
|
|
|
$
|
33,455
|
|
|
|
1.79
|
%
|
|
|
528
|
|
|
$
|
46,365
|
|
|
|
2.10
|
%
|
60-89 days
|
|
|
130
|
|
|
|
16,133
|
|
|
|
0.87
|
|
|
|
181
|
|
|
|
17,455
|
|
|
|
0.79
|
|
90 days or over
|
|
|
712
|
|
|
|
107,533
|
|
|
|
5.76
|
|
|
|
606
|
|
|
|
99,715
|
|
|
|
4.53
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total delinquent loans
|
|
|
1,208
|
|
|
$
|
157,121
|
|
|
|
8.42
|
%
|
|
|
1,315
|
|
|
$
|
163,535
|
|
|
|
7.42
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In the fourth quarter of 2008, Home Savings adopted the practice
of determining the past due status of loans based on the number
of days the loan is past due, rather than the number of calendar
months the loan is past due. In the second quarter of 2009, this
practice was changed back to the number of calendar months,
which is more consistent with industry practice.
Nonperforming assets include loans past due 90 days and on
a nonaccrual status, loans past due 90 days and still
accruing, loans less than 90 days past due and on a
nonaccrual status, real estate acquired by foreclosure or by
deed-in-lieu
of foreclosure and repossessed assets. Once a loan becomes
90 days delinquent, it generally is placed on nonaccrual
status.
Loans are reviewed through monthly reports to the Board and
management and are placed on nonaccrual status when collection
in full is considered by management to be in doubt. Interest
accrued and unpaid at the time a loan is placed on nonaccrual
status is charged against interest income. Subsequent cash
payments received, if any, generally are applied to interest
income unless, in the opinion of management, the collection of
principal and interest is doubtful. In those cases, subsequent
cash payments are applied to principal.
In compliance with the Bank Order, Home Savings does not extend
additional credit to borrowers whose loans are classified-i.e.,
loans that exhibit a well-defined weakness such that management
determines that the loan should be classified as loss,
substandard, doubtful or special mention. A complete database of
all classified borrowers is shared with underwriters and other
authorized personnel. This database is queried prior to making
any credit decisions to ensure the extension of any credit is
not granted to classified borrowers. Home Savings has also
modified its loan policies to address specifically the
prohibition of the extension of credit to classified borrowers.
The Bank has also developed a comprehensive plan to reduce the
level of classified assets. The level of classified assets at
the Bank with balances greater than $500,000 that were
outstanding at the onset of the plan have reduced by 51.9% since
the inception of the plan.
8
The following table sets forth information with respect to Home
Savings nonperforming loans and other assets at the dates
indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
|
|
|
(Dollars in thousands)
|
|
|
|
|
|
Nonperforming loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonaccrual loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One-to four-family residential
|
|
$
|
26,720
|
|
|
$
|
21,622
|
|
|
$
|
12,708
|
|
|
$
|
8,977
|
|
|
$
|
6,795
|
|
Multifamily and nonresidential
|
|
|
31,954
|
|
|
|
23,969
|
|
|
|
27,201
|
|
|
|
16,569
|
|
|
|
6,368
|
|
Construction (net of loans in process) and land
|
|
|
45,239
|
|
|
|
42,560
|
|
|
|
48,043
|
|
|
|
20,858
|
|
|
|
4,732
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total real estate loans
|
|
|
103,913
|
|
|
|
88,151
|
|
|
|
87,952
|
|
|
|
46,404
|
|
|
|
17,895
|
|
Consumer
|
|
|
4,892
|
|
|
|
5,549
|
|
|
|
4,809
|
|
|
|
3,245
|
|
|
|
2,495
|
|
Commercial
|
|
|
3,413
|
|
|
|
4,553
|
|
|
|
4,738
|
|
|
|
2,997
|
|
|
|
3,889
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total nonaccrual loans
|
|
|
112,218
|
|
|
|
98,253
|
|
|
|
97,499
|
|
|
|
52,646
|
|
|
|
24,279
|
|
Past due 90 days and still accruing
|
|
|
3,669
|
|
|
|
6,631
|
|
|
|
1,215
|
|
|
|
796
|
|
|
|
563
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total nonperforming loans
|
|
|
115,887
|
|
|
|
104,884
|
|
|
|
98,714
|
|
|
|
53,442
|
|
|
|
24,842
|
|
Real estate acquired through foreclosure and other repossessed
assets
|
|
|
30,962
|
|
|
|
29,258
|
|
|
|
10,510
|
|
|
|
3,242
|
|
|
|
2,514
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total nonperforming assets
|
|
$
|
146,849
|
|
|
$
|
134,142
|
|
|
$
|
109,224
|
|
|
$
|
56,684
|
|
|
$
|
27,356
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonperforming loans as a percent of loans, net
|
|
|
6.21
|
%
|
|
|
4.76
|
%
|
|
|
4.41
|
%
|
|
|
2.37
|
%
|
|
|
1.18
|
%
|
Nonperforming assets as a percent of total assets
|
|
|
6.28
|
|
|
|
5.12
|
|
|
|
3.94
|
|
|
|
2.10
|
|
|
|
1.08
|
|
Allowance for loan losses as a percent of nonperforming loans
|
|
|
36.49
|
|
|
|
34.29
|
|
|
|
32.42
|
|
|
|
31.73
|
|
|
|
63.29
|
|
Allowance for loan losses as a percent of loans, net
|
|
|
2.22
|
|
|
|
1.61
|
|
|
|
1.41
|
|
|
|
0.75
|
|
|
|
0.74
|
|
During 2009, interest collected on nonperforming loans and
included in net income was approximately $2.1 million.
During 2009, approximately $2.2 million in additional
interest income would have been recorded had nonaccrual loans
been accruing pursuant to contractual terms.
Nonperforming assets increased approximately $12.7 million,
or 9.5%, to $146.8 million at December 31, 2009, from
$134.1 million at December 31, 2008. The increase in
reported nonperforming assets was due in part to an increase in
nonperforming nonresidential real estate loans. At
December 31, 2009, total nonperforming loans accounted for
6.21% of net loans receivable, compared to 4.76% at
December 31, 2008. Total nonperforming assets were 6.28% of
total assets as of December 31, 2009, up from 5.12% as of
December 31, 2008.
Real estate acquired in settlement of loans is classified
separately on the balance sheet at the lower of cost or
estimated fair value less costs to sell as of the date of
acquisition. At foreclosure, the loan is written down to the
value of the underlying collateral by a charge to the allowance
for loan losses, if necessary. Any subsequent write-downs are
charged against operating expenses. Operating expenses of such
properties, net of related income or loss on disposition, are
included in other expenses. At December 31, 2009, the
carrying value of real estate and other repossessed assets
acquired in settlement of loans was $31.0 million and
consisted primarily of $3.6 million in single-family
properties, $13.7 million secured by land and properties
under construction, $13.1 million secured by commercial
real estate, and $622,000 in boats, recreational vehicles, and
automobiles.
In addition to the nonperforming loans identified above, other
loans may be identified as having potential credit problems that
result in those loans being identified by our internal loan
review function. These potential problem loans, which have not
exhibited the more severe weaknesses generally present in
nonperforming loans, amounted to $51.2 million, as of
December 31, 2009.
Allowance for Loan Losses. Management has
established a methodology to calculate the allowance for loan
losses at a level it believes adequate to absorb probable losses
incurred in the loan portfolio. The methodology is
9
reviewed regularly by the board of directors and is revised as
conditions and circumstances within the Banks loan
portfolio dictate. Management bases its determination of the
adequacy of the allowance upon estimates derived from an
analysis of individual credits, prior and current loss
experience, loan portfolio delinquency levels, overall growth in
the loan portfolio, current economic conditions, and results of
regulatory examinations. Furthermore, in determining the level
of the allowance for loan losses, management reviews and
evaluates on a monthly basis the necessity of a reserve for
individual impaired loans classified by management. The
specifically allocated reserve for a classified loan is
determined based on managements estimate of the
borrowers ability to repay the loan given the availability
of collateral, market value of collateral, other sources of cash
flow and legal options available to Home Savings. Once a review
is completed, a specific reserve is determined and allocated to
the loan. Other loans not reviewed specifically by management
are evaluated as a homogeneous group of loans (generally
single-family residential mortgage loans and all consumer credit
except marine loans) using a loss factor applied to the
outstanding loan balance to determine the level of reserve
required. The loss factor described consists of two components,
a quantitative component and a qualitative component. The
quantitative component is based on a historical analysis of all
charged-off loans, net of recovery. This component is combined
with the qualitative component to arrive at the loss factor,
which is applied to the outstanding balances of homogeneous
loans. In determining the qualitative factors, consideration is
given to such factors as economic conditions, changes in the
nature and volume of the portfolio, lending personnel, lending
policies, past-due loan trends, and trends in collateral values.
Specific reserves on individual loans and historical ratios are
reviewed periodically and adjusted as necessary based on
subsequent collections, loan upgrades or downgrades,
nonperforming trends or actual principal charge-offs. When
evaluating the adequacy of the allowance for loan losses,
consideration is given to geographic concentrations and the
effect that changing economic conditions have on Home Savings.
These estimates are particularly susceptible to changes that
could result in a material adjustment to results of operations.
The provision for loan losses represents a charge against
current earnings in order to maintain the allowance for loan
losses at an appropriate level.
The following table sets forth an analysis of Home Savings
allowance for loan losses for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
(Dollars in thousands)
|
|
|
Balance at beginning of period
|
|
$
|
35,962
|
|
|
$
|
32,006
|
|
|
$
|
16,955
|
|
|
$
|
15,723
|
|
|
$
|
15,877
|
|
Provision for loan losses
|
|
|
49,074
|
|
|
|
25,329
|
|
|
|
28,750
|
|
|
|
4,347
|
|
|
|
3,028
|
|
Charge-offs:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Permanent real estate
|
|
|
(11,552
|
)
|
|
|
(6,827
|
)
|
|
|
(962
|
)
|
|
|
(737
|
)
|
|
|
(961
|
)
|
Construction real estate
|
|
|
(12,793
|
)
|
|
|
(9,151
|
)
|
|
|
(5,924
|
)
|
|
|
(320
|
)
|
|
|
(35
|
)
|
Consumer
|
|
|
(6,117
|
)
|
|
|
(3,978
|
)
|
|
|
(3,605
|
)
|
|
|
(2,334
|
)
|
|
|
(2,848
|
)
|
Commercial
|
|
|
(13,230
|
)
|
|
|
(2,132
|
)
|
|
|
(3,729
|
)
|
|
|
(47
|
)
|
|
|
(241
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total charge-offs
|
|
|
(43,692
|
)
|
|
|
(22,088
|
)
|
|
|
(14,220
|
)
|
|
|
(3,438
|
)
|
|
|
(4,085
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Recoveries:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Permanent real estate
|
|
|
117
|
|
|
|
29
|
|
|
|
10
|
|
|
|
34
|
|
|
|
51
|
|
Construction real estate
|
|
|
9
|
|
|
|
10
|
|
|
|
|
|
|
|
1
|
|
|
|
2
|
|
Consumer
|
|
|
814
|
|
|
|
575
|
|
|
|
509
|
|
|
|
283
|
|
|
|
848
|
|
Commercial
|
|
|
3
|
|
|
|
101
|
|
|
|
2
|
|
|
|
5
|
|
|
|
2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total recoveries
|
|
|
943
|
|
|
|
715
|
|
|
|
521
|
|
|
|
323
|
|
|
|
903
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net charge-offs
|
|
|
(42,749
|
)
|
|
|
(21,373
|
)
|
|
|
(13,699
|
)
|
|
|
(3,115
|
)
|
|
|
(3,182
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at end of year
|
|
$
|
42,287
|
|
|
$
|
35,962
|
|
|
$
|
32,006
|
|
|
$
|
16,955
|
|
|
$
|
15,723
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio of net charge-offs to average net loans
|
|
|
(2.10
|
)%
|
|
|
(0.96
|
)%
|
|
|
(0.60
|
)%
|
|
|
(0.14
|
)%
|
|
|
(0.16
|
)%
|
At December 31, 2009, the allowance for loan losses was
2.22% of total loans and 36.5% of total nonperforming loans.
10
The following table sets forth the allocation of the allowance
for loan losses by category. The allocations are based on
managements assessment of the risk characteristics of each
of the components of the total loan portfolio and are subject to
change as and when the risk factors of each component change.
The allocation is not indicative of either the specific amounts
or the loan categories in which future charge-offs may be taken,
nor should it be taken as an indicator of future loss trends.
The allocation of the allowance to each category is not
necessarily indicative of future loss in any particular category
and does not restrict the use of the allowance to absorb losses
in any category.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
|
|
|
Percent of
|
|
|
|
|
|
Percent of
|
|
|
|
|
|
Percent of
|
|
|
|
|
|
Percent of
|
|
|
|
|
|
Percent of
|
|
|
|
|
|
|
Loans in Each
|
|
|
|
|
|
Loans in Each
|
|
|
|
|
|
Loans in Each
|
|
|
|
|
|
Loans in Each
|
|
|
|
|
|
Loans in Each
|
|
|
|
|
|
|
Category
|
|
|
|
|
|
Category
|
|
|
|
|
|
Category
|
|
|
|
|
|
Category
|
|
|
|
|
|
Category
|
|
|
|
Amount
|
|
|
to Total Loans
|
|
|
Amount
|
|
|
to Total Loans
|
|
|
Amount
|
|
|
to Total Loans
|
|
|
Amount
|
|
|
to Total Loans
|
|
|
Amount
|
|
|
to Total Loans
|
|
|
|
(Dollars in thousands)
|
|
|
Permanent real estate loans
|
|
$
|
15,288
|
|
|
|
70.57
|
%
|
|
$
|
12,785
|
|
|
|
66.87
|
%
|
|
$
|
10,285
|
|
|
|
63.18
|
%
|
|
$
|
5,459
|
|
|
|
61.39
|
%
|
|
$
|
7,152
|
|
|
|
58.33
|
%
|
Construction real estate loans
|
|
|
19,020
|
|
|
|
10.06
|
%
|
|
|
11,342
|
|
|
|
13.01
|
%
|
|
|
12,499
|
|
|
|
16.86
|
%
|
|
|
3,321
|
|
|
|
18.24
|
%
|
|
|
2,531
|
|
|
|
21.59
|
%
|
Consumer loans
|
|
|
4,959
|
|
|
|
16.21
|
%
|
|
|
4,870
|
|
|
|
15.59
|
%
|
|
|
5,485
|
|
|
|
15.41
|
%
|
|
|
5,147
|
|
|
|
15.22
|
%
|
|
|
3,378
|
|
|
|
15.30
|
%
|
Commercial loans
|
|
|
3,020
|
|
|
|
3.16
|
%
|
|
|
6,965
|
|
|
|
4.53
|
%
|
|
|
3,737
|
|
|
|
4.55
|
%
|
|
|
3,028
|
|
|
|
5.15
|
%
|
|
|
2,662
|
|
|
|
4.78
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
42,287
|
|
|
|
100.00
|
%
|
|
$
|
35,962
|
|
|
|
100.00
|
%
|
|
$
|
32,006
|
|
|
|
100.00
|
%
|
|
$
|
16,955
|
|
|
|
100.00
|
%
|
|
$
|
15,723
|
|
|
|
100.00
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INVESTMENT
ACTIVITIES
General. Investment securities are classified
upon acquisition as available for sale, held to maturity or
trading. Securities classified as available for sale are carried
at estimated fair value with the unrealized holding gain or
loss, net of taxes, reflected in other comprehensive income and
as a component of shareholders equity. Securities
classified as held to maturity are carried at amortized cost.
Securities classified as trading are carried at estimated fair
value with the unrealized holding gain or loss reflected as a
component of income. United Community and Home Savings recognize
premiums and discounts in interest income over the period to
maturity or call by the level yield method and realized gains or
losses on the sale of debt securities based on the amortized
cost of the specific securities sold.
Home Savings Investment Activities. Federal
regulations and Ohio law permit Home Savings to invest in
various types of marketable securities, including
interest-bearing deposits in other financial institutions,
federal funds, U.S. Treasury and agency obligations,
mortgage-related securities, and certain other specified
investments. The Board has adopted an investment policy that
authorizes management to make investments in U.S. Treasury
obligations, U.S. Federal agency and federally-sponsored
corporation obligations, mortgage-related securities issued or
sponsored by Federal National Mortgage Association (FNMA),
FHLMC, Government National Mortgage Association (GNMA), as well
as private issuers, investment-grade municipal obligations,
creditworthy, unrated securities issued by municipalities in
which an office of Home Savings is located, investment-grade
corporate debt securities, investment-grade asset-backed
securities, certificates of deposit that are fully-insured by
the FDIC, bankers acceptances, federal funds and money
market funds. Home Savings investment policy is designed
primarily to provide and maintain liquidity within regulatory
guidelines, to maintain a balance of high quality investments to
minimize risk, and to maximize return without sacrificing
liquidity and safety.
Home Savings maintains a significant portfolio of
mortgage-backed securities that are issued by FNMA, GNMA and
FHLMC. Mortgage-backed securities generally entitle Home Savings
to receive a portion of the cash flows from an identified pool
of mortgages. Home Savings is exposed to prepayment risk and
reinvestment risk to the extent that actual prepayments will
differ from those estimated in pricing the security, which may
result in adjustments to the net yield on such securities.
Mortgage-related securities enable Home Savings to generate
positive interest rate spreads with minimal administrative
expense and reduce credit risk due to either guarantees provided
by the issuer or the high credit rating of the issuer.
Mortgage-related securities classified as available for sale
also provide Home Savings with an additional source of liquid
funds.
United Community Investment Activities. Funds
maintained by United Community for general corporate purposes,
including possible acquisitions, primarily are invested in an
account with Home Savings. United Community also owns a small
portfolio of bank equities.
11
The following table presents the amortized cost, fair value, and
weighted average yield of securities at December 31, 2009
by maturity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
After One Year
|
|
|
Five Years
|
|
|
|
No Stated
|
|
|
|
|
|
|
|
|
through
|
|
|
Through
|
|
|
|
Maturity
|
|
|
One Year or Less
|
|
|
Five Years
|
|
|
Ten Years
|
|
|
|
Amortized
|
|
|
Average
|
|
|
Amortized
|
|
|
Average
|
|
|
Amortized
|
|
|
Average
|
|
|
Amortized
|
|
|
Average
|
|
|
|
Cost
|
|
|
Yield
|
|
|
Cost
|
|
|
Yield
|
|
|
Cost
|
|
|
Yield
|
|
|
Cost
|
|
|
Yield
|
|
|
|
(Dollars in thousands)
|
|
|
Securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S Government agencies and corporations
|
|
$
|
|
|
|
|
|
%
|
|
$
|
499
|
|
|
|
5.09
|
%
|
|
$
|
40,071
|
|
|
|
3.01
|
%
|
|
$
|
8,147
|
|
|
|
4.30
|
%
|
Mortgage-related securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
445
|
|
|
|
6.20
|
|
|
|
6,055
|
|
|
|
4.70
|
|
Other securities(a)
|
|
|
472
|
|
|
|
2.87
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total securities
|
|
$
|
472
|
|
|
|
2.87
|
%
|
|
$
|
499
|
|
|
|
5.09
|
%
|
|
$
|
40,516
|
|
|
|
3.05
|
%
|
|
$
|
14,202
|
|
|
|
4.47
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2009
|
|
|
|
After Ten Years
|
|
|
Total
|
|
|
|
Amortized
|
|
|
Average
|
|
|
Amortized
|
|
|
Average
|
|
|
Fair
|
|
|
|
Cost
|
|
|
Yield
|
|
|
Cost
|
|
|
Yield
|
|
|
Value
|
|
|
|
(Dollars in thousands)
|
|
|
Securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Government agencies and corporations
|
|
$
|
|
|
|
|
|
%
|
|
$
|
48,717
|
|
|
|
3.25
|
%
|
|
$
|
48,922
|
|
Mortgage-related securities
|
|
|
219,682
|
|
|
|
4.43
|
|
|
|
226,182
|
|
|
|
4.44
|
|
|
|
231,718
|
|
Other securities(a)
|
|
|
|
|
|
|
|
|
|
|
472
|
|
|
|
2.87
|
|
|
|
708
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total securities
|
|
$
|
219,682
|
|
|
|
4.43
|
%
|
|
$
|
275,371
|
|
|
|
4.23
|
%
|
|
$
|
281,348
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
Yield on equity securities only |
SOURCES
OF FUNDS
General. Deposits traditionally have been the
primary source of Home Savings funds for use in lending
and other investment activities. In addition to deposits, Home
Savings derives funds from interest payments and principal
repayments on loans and income on other earning assets. Loan
payments are a relatively stable source of funds, while deposit
inflows and outflows fluctuate in response to general interest
rates and money market conditions. Home Savings also may borrow
from the FHLB, other suitable lenders as well as use repurchase
agreements as sources of funds.
Deposits. Deposits are attracted principally
from within Home Savings primary market area through the
offering of a selection of deposit instruments, including
regular passbook savings accounts, demand deposits, individual
retirement accounts (IRAs), checking accounts, money market
accounts, and certificates of deposit. Interest rates paid,
maturity terms, service fees, and withdrawal penalties for the
various types of accounts are monitored weekly by management.
The amount of deposits from outside Home Savings primary
market area is not significant.
Brokered deposits represent funds which Home Savings obtained,
directly or indirectly, through a deposit broker. A deposit
broker places deposits from third parties with insured
depository institutions or places deposits with an institution
for the purpose of selling interest in those deposits to third
parties. Under the terms of the Bank Order, Home Savings cannot
obtain additional brokered certificates of deposit without prior
consent of the FDIC and Ohio Division. Home Savings had brokered
deposits of $15.0 million, which also cannot be renewed
with out prior consent of the FDIC and Ohio Division, with a
weighted average yield of 4.35% at December 31, 2009,
compared to brokered deposits of $145.0 million with a
weighted average rate of 3.85% at December 31, 2008.
12
The following table sets forth the dollar amount of deposits in
the various types of accounts offered by Home Savings at the
dates indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2009
|
|
|
For The Year Ended December 31, 2009
|
|
|
|
|
|
|
Percent
|
|
|
Weighted
|
|
|
|
|
|
Percent
|
|
|
Weighted
|
|
|
|
|
|
|
of Total
|
|
|
Average
|
|
|
Average
|
|
|
of Average
|
|
|
Average
|
|
|
|
Amount
|
|
|
Deposits
|
|
|
Rate
|
|
|
Balance
|
|
|
Deposits
|
|
|
Rate
|
|
|
|
(Dollars in thousands)
|
|
|
Noninterest bearing demand
|
|
$
|
126,779
|
|
|
|
7.16
|
%
|
|
|
|
%
|
|
$
|
117,587
|
|
|
|
6.51
|
%
|
|
|
|
%
|
Checking and money market accounts
|
|
|
399,833
|
|
|
|
22.60
|
|
|
|
1.00
|
|
|
|
382,076
|
|
|
|
21.15
|
|
|
|
1.12
|
|
Savings accounts
|
|
|
202,900
|
|
|
|
11.47
|
|
|
|
0.47
|
|
|
|
194,957
|
|
|
|
10.79
|
|
|
|
0.48
|
|
Certificates of deposit
|
|
|
1,039,989
|
|
|
|
58.77
|
|
|
|
3.37
|
|
|
|
1,112,042
|
|
|
|
61.55
|
|
|
|
3.66
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total deposits
|
|
$
|
1,769,501
|
|
|
|
100.00
|
%
|
|
|
2.26
|
%
|
|
$
|
1,806,662
|
|
|
|
100.00
|
%
|
|
|
2.54
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31, 2008
|
|
|
For the Year Ended December 31, 2007
|
|
|
|
|
|
|
Percent
|
|
|
Weighted
|
|
|
|
|
|
Percent
|
|
|
Weighted
|
|
|
|
Average
|
|
|
of Average
|
|
|
Average
|
|
|
Average
|
|
|
of Average
|
|
|
Average
|
|
|
|
Balance
|
|
|
Deposits
|
|
|
Rate
|
|
|
Balance
|
|
|
Deposits
|
|
|
Rate
|
|
|
|
(Dollars in thousands)
|
|
|
Noninterest bearing demand
|
|
$
|
110,000
|
|
|
|
5.83
|
%
|
|
|
|
%
|
|
$
|
103,268
|
|
|
|
5.70
|
%
|
|
|
|
%
|
Checking and money market accounts
|
|
|
426,790
|
|
|
|
22.63
|
|
|
|
2.22
|
|
|
|
397,290
|
|
|
|
21.93
|
|
|
|
3.50
|
|
Savings accounts
|
|
|
180,010
|
|
|
|
9.54
|
|
|
|
0.45
|
|
|
|
185,949
|
|
|
|
10.26
|
|
|
|
0.41
|
|
Certificates of deposit
|
|
|
1,169,403
|
|
|
|
62.00
|
|
|
|
4.27
|
|
|
|
1,125,117
|
|
|
|
62.11
|
|
|
|
4.74
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total deposits
|
|
$
|
1,886,203
|
|
|
|
100.00
|
%
|
|
|
3.19
|
%
|
|
$
|
1,811,624
|
|
|
|
100.00
|
%
|
|
|
3.75
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table shows rate and maturity information for Home
Savings certificates of deposit at December 31, 2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Over
|
|
|
Over
|
|
|
|
|
|
|
|
|
|
Up to
|
|
|
1 Year to
|
|
|
2 Years to
|
|
|
|
|
|
|
|
Rate
|
|
One Year
|
|
|
2 Years
|
|
|
3 Years
|
|
|
Thereafter
|
|
|
Total
|
|
|
|
(Dollars in thousands)
|
|
|
2.00% or less
|
|
$
|
154,162
|
|
|
$
|
42,592
|
|
|
$
|
1,704
|
|
|
$
|
222
|
|
|
$
|
198,680
|
|
2.01% to 4.00%
|
|
|
223,169
|
|
|
|
75,770
|
|
|
|
7,198
|
|
|
|
39,364
|
|
|
|
345,501
|
|
4.01% to 6.00%
|
|
|
259,944
|
|
|
|
42,417
|
|
|
|
187,341
|
|
|
|
6,106
|
|
|
|
495,808
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total certificates of deposit
|
|
$
|
637,275
|
|
|
$
|
160,779
|
|
|
$
|
196,243
|
|
|
$
|
45,692
|
|
|
$
|
1,039,989
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2009, approximately $637.3 million of
Home Savings certificates of deposit will 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. If, however, Home Savings is unable to
renew the maturing certificates for any reason, borrowings of up
to $492.3 million were available from the FHLB as well as
the use of repurchase agreements. Under the terms of the Bank
Order, Home Savings cannot obtain additional brokered
certificates of deposit without prior consent of the FDIC and
Ohio Division.
13
The following table presents the amount of Home Savings
certificates of deposit of $100,000 or more by the time
remaining until maturity at December 31, 2009:
|
|
|
|
|
Maturity
|
|
Amount
|
|
|
|
(Dollars in thousands)
|
|
|
Three months or less
|
|
$
|
38,634
|
|
Over 3 months to 6 months
|
|
|
35,250
|
|
Over 6 months to 12 months
|
|
|
61,258
|
|
Over 12 months
|
|
|
81,410
|
|
|
|
|
|
|
Total
|
|
$
|
216,552
|
|
|
|
|
|
|
The following table presents the amount of Home Savings
certificates of deposit of $250,000 or more by the time
remaining until maturity at December 31, 2009:
|
|
|
|
|
Maturity
|
|
Amount
|
|
|
|
(Dollars in thousands)
|
|
|
Three months or less
|
|
$
|
3,594
|
|
Over 3 months to 6 months
|
|
|
3,873
|
|
Over 6 months to 12 months
|
|
|
8,552
|
|
Over 12 months
|
|
|
6,965
|
|
|
|
|
|
|
Total
|
|
$
|
22,984
|
|
|
|
|
|
|
The following table sets forth Home Savings deposit
account balance activity for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
|
(Dollars in thousands)
|
|
|
Beginning balance
|
|
$
|
1,885,931
|
|
|
$
|
1,875,206
|
|
Net (decrease) increase in brokered deposits
|
|
|
(130,166
|
)
|
|
|
105,259
|
|
Net (decrease) increase in other deposits
|
|
|
(30,393
|
)
|
|
|
(155,951
|
)
|
|
|
|
|
|
|
|
|
|
Net deposits before interest credited
|
|
|
1,725,372
|
|
|
|
1,824,508
|
|
Interest credited
|
|
|
44,129
|
|
|
|
61,423
|
|
|
|
|
|
|
|
|
|
|
Ending balance
|
|
$
|
1,769,501
|
|
|
$
|
1,885,931
|
|
|
|
|
|
|
|
|
|
|
Net (decrease) increase
|
|
$
|
(116,430
|
)
|
|
$
|
10,725
|
|
|
|
|
|
|
|
|
|
|
Percent (decrease) increase
|
|
|
(6.17
|
)%
|
|
|
0.57
|
%
|
Borrowings. The FHLB system functions as a
central reserve bank providing credit for its member
institutions and certain other financial institutions. As a
member in good standing of the FHLB, Home Savings is authorized
to apply for advances, provided certain standards of
creditworthiness have been met. Under current regulations, an
association must meet certain qualifications to be eligible for
FHLB advances. The extent to which an association is eligible
for such advances will depend upon whether it meets the
Qualified Thrift Lender (QTL) test. If an association meets the
QTL test, it will be eligible for 100% of the advances
available. If an association does not meet the QTL test, the
association will be eligible for such advances only to the
extent it holds specified QTL test assets. At December 31,
2009, Home Savings was in compliance with the QTL test. Home
Savings may borrow up to $492.3 million from the FHLB, and
had $221.3 million in outstanding advances at
December 31, 2009. None of the advances outstanding are
callable.
United Community had a Credit Agreement with JP Morgan Chase
Bank, N.A. (JP Morgan) dated September 12, 2005, as amended
on July 18, 2007, March 28, 2008, August 29,
2008, and January 31, 2009 (Credit Agreement). The Credit
Agreement provided United Community with a line of credit of up
to $40.0 million. On January 1, 2009,
$6.9 million remained outstanding on this line of credit.
On January 31, 2009, United Community and JP Morgan amended
the Credit Agreement in response to the proposed sale of Butler
Wick Trust to Farmers
14
National Banc Corp. The amendment included provisions to use a
portion of the cash proceeds of the sale to repay the entire
principal balance outstanding, including accrued interest. The
remaining $5.1 million balance was paid-off in full on
March 31, 2009.
The OTS Order requires United Community to obtain regulatory
approval prior to incurring debt or increasing its debt
position. A debt reduction plan was developed and submitted to
the OTS for approval within the required time frame. As of
December 31, 2009, United Community had no debt
outstanding. United Community does not intend to seek approval
to borrow additional funds in the near term.
COMPETITION
Home Savings faces competition for deposits and loans from other
savings and loan associations, credit unions, banks and mortgage
originators in Home Savings primary market area. The
primary factors in competition for deposits are customer
service, convenience of office location and interest rates. Home
Savings competes for loan originations primarily through the
interest rates and loan fees it charges and through the
efficiency and quality of service it provides to borrowers.
Competition is affected by, among other things, the general
availability of lendable funds, general and local economic
conditions, current interest rate levels and other factors,
which are not readily predictable.
EMPLOYEES
At December 31, 2009, Home Savings had 564 full-time
equivalent employees. Home Savings believes that relations with
its employees are good. Home Savings offers health, life, and
disability benefits, a 401(k) plan, and an employee stock
ownership plan for its employees.
The Bank Order required Home Savings to retain a consulting firm
to assess management needs and to submit a management plan that
identifies officer positions needed, identifies and establishes
board and internal operating committees, evaluates Home
Savings senior officers, and provides for the hiring of
any additional personnel, subject to the requirement to obtain
regulatory approval prior to adding any individuals to the board
of directors or employing any individual as a senior executive
officer of the Bank. A consulting firm was engaged and that plan
was provided to the regulators, as required.
REGULATION
United Community is a unitary thrift holding company within the
meaning of the Home Owners Loan Act, as amended (HOLA), and is
subject to regulation, examination, and oversight by the OTS,
although there generally are no restrictions on the activities
of United Community unless the OTS determines that there is
reasonable cause to believe that an activity constitutes a
serious risk to the financial safety, soundness, or stability of
Home Savings. Home Savings is subject to regulation,
examination, and oversight by the Ohio Division and the FDIC,
and it also is subject to certain provisions of the Federal
Reserve Act. United Community and Home Savings are also subject
to the provisions of the Ohio Revised Code applicable to
corporations generally, including laws that restrict takeover
bids, tender offers and control-share acquisitions involving
public companies which have significant ties to Ohio.
The OTS, the FDIC, the Ohio Division, and the SEC each have
various powers to initiate supervisory measures or formal
enforcement actions if United Community or the subsidiary they
regulate does not comply with applicable regulations. If the
grounds provided by law exist, the FDIC or the Ohio Division may
place Home Savings in conservatorship or receivership. Home
Savings also is subject to regulatory oversight under various
consumer protection and fair lending laws that govern, among
other things,
truth-in-lending
disclosures, equal credit opportunity, fair credit reporting and
community reinvestment. Failure to abide by federal laws and
regulations governing community reinvestment could limit the
ability of Home Savings to open a new branch or engage in a
merger.
Federal law prohibits Home Savings from making a capital
distribution to anyone or paying management fees to any person
having control of Home Savings if, after such distribution or
payment, Home Savings would be undercapitalized. In addition,
each company controlling an undercapitalized institution will
comply with its capital restoration plan until the institution
has been adequately capitalized on average during each of the
four preceding
15
calendar quarters and must provide adequate assurances of
performance. Under the Bank Order, Home Savings may not pay a
cash dividend to United Community without first seeking
regulatory approval.
Federal Reserve Board regulations currently require savings
associations to maintain reserves of 3% of net transaction
accounts (primarily checking accounts) up to $44.4 million
(subject to an exemption of up to $10.3 million), and of
10% of net transaction accounts in excess of $44.4 million.
At December 31, 2009, Home Savings was in compliance with
its reserve requirements.
Loans by Home Savings to executive officers, directors, and
principal shareholders and their related interests must conform
to the lending limit on loans to one borrower, and the total of
such loans to executive officers, directors, principal
shareholders, and their related interests cannot exceed
specified limits. Most loans to directors, executive officers,
and principal shareholders must be approved in advance by a
majority of the disinterested members of the Board
with any interested director not participating. All
loans to directors, executive officers, and principal
shareholders must be made on terms substantially the same as
offered in comparable transactions with the general public or as
offered to all employees in a company-wide benefit program, and
loans to executive officers are subject to additional
limitations. All other transactions between Home Savings and its
affiliates must comply with Sections 23A and 23B of the
Federal Reserve Act. United Community is an affiliate of Home
Savings for this purpose.
Under federal law and regulations, no person, directly or
indirectly, or acting in concert with others, may acquire
control of Home Savings or United Community without
60 days prior notice to the OTS. Control
is generally defined as having more than 25% ownership or voting
power; however, ownership or voting power of more than 10% may
be deemed control if certain factors are in place.
If the acquisition of control is by a company, the acquirer must
obtain approval, rather than give notice, of the acquisition as
a savings and loan holding company.
In addition, a statutory limitation on the acquisition of
control of an Ohio savings bank requires the written approval of
the Ohio Division prior to the acquisition by any person or
entity of a controlling interest in an Ohio association. Control
exists, for purposes of Ohio law, when any person or entity
which, either directly or indirectly, or acting in concert with
one or more other persons or entities, owns, controls, holds
with power to vote, or holds proxies representing, 15% or more
of the voting shares or rights of an association, or controls in
any manner the election or appointment of a majority of the
directors. Ohio law also requires that certain acquisitions of
voting securities that would result in the acquiring shareholder
owning 20%,
331/3%
or 50% of the outstanding voting securities of United Community
must be approved in advance by the holders of at least a
majority of the outstanding voting shares represented at a
meeting at which a quorum is present and a majority of the
portion of the outstanding voting shares represented at such a
meeting, excluding the voting shares by the acquiring
shareholder.
Federal law generally prohibits a unitary thrift holding
company, such as United Community, from controlling any other
savings association or savings and loan holding company without
prior approval of the OTS, or from acquiring or retaining more
than 5% of the voting shares of a savings association or holding
company thereof, which is not a subsidiary. Except with the
prior approval of the OTS, no director or officer of a savings
and loan holding company or person owning or controlling by
proxy or otherwise more than 25% of such holding companys
stock also may acquire control of any savings institution, other
than a subsidiary institution, or any other savings and loan
holding company.
Home Savings deposit insurance premiums have increased
because of the Banks regulatory status. FDIC insurance
premiums have increased substantially in 2009, and Home Savings
may pay higher FDIC premiums in the future because bank failures
have significantly reduced the deposit insurance funds
ratio of reserves to insured deposits. The FDIC adopted a
revised risk-based deposit insurance assessment schedule on
February 27, 2009, which raised deposit insurance premiums
on all depository institutions. On May 22, 2009, the FDIC
also implemented a special assessment on all insured depository
institutions, which totaled $1.1 million for Home Savings.
Additional special assessments may be imposed by the FDIC for
future periods. On November 12, 2009, the FDIC adopted a
final rule that required insured depository institutions to
prepay on December 30, 2009, their estimated quarterly
risk-based assessments for the fourth quarter of 2009 and for
all of 2010, 2011, and 2012. Although the prepayment of these
assessments was mandatory for all insured depository
institutions, the FDIC retains the discretion as supervisor and
insurer to exempt any institution from the prepayment
requirement under certain circumstances as set forth in its
regulations. In accordance with this discretion provided to the
FDIC, the FDIC exempted Home Savings from prepaying its
quarterly risk-based assessment for the fourth quarter of 2009
and all of 2010, 2011 and 2012.
16
Like all financial companies, United Communitys business
and results of operations are subject to a number of risks, many
of which are outside of our control. In addition to the other
information in this report, readers should carefully consider
that the following important factors, among others, could
materially impact our business and future results of operations.
Pursuant to the Bank Order, Home Savings retained a consultant
to assist in the development of an Enterprise Risk Management
Program. An Officers Risk Management Committee was appointed and
is developing and leading the process of assessing risk and
reviewing policies and procedures to enhance the Banks
controls and risk management practices. The Enterprise Risk
Management Plan was submitted to the FDIC and the Ohio Division
for approval in December 2008. The Board also adopted the
Corporate Risk Management and Control Policy of Home
Savings in December 2008. The Enterprise Risk Management Program
was implemented in 2009, but is an ongoing program that is
expected to continue in 2010 and future years.
Cease
and desist orders restrict dividends and certain business
activities.
United Communitys ability to pay regular quarterly
dividends to shareholders depends to a large extent upon the
dividends received from Home Savings. The Bank Order prohibits
Home Savings from paying dividends to United Community without
prior regulatory approval. In addition, the OTS Order prohibits
United Community from paying dividends to shareholders without
prior regulatory approval. As a result, any payment of dividends
in the future will be dependent, in large part, on our ability
to satisfy these regulatory restrictions and Home Savings
earnings, capital requirements, financial condition and other
factors. Although our financial earnings and financial condition
have allowed us to declare and pay periodic cash dividends to
our shareholders in the past, there can be no assurance as to
when dividend payments will resume in the future.
The OTS Order prohibits United Community from issuing or
renewing debt without prior approval.
Deteriorating
economic conditions may adversely affect our results of
operations and financial condition.
Dramatic declines in real estate values, along with high
unemployment, have disrupted the national credit and capital
markets over the last two years. As a result, many financial
institutions have had to seek additional capital, to merge with
larger and stronger institutions, to seek government assistance
or bankruptcy protection and, in some cases, they have been
forced into a sale or closed by the bank regulatory agencies.
Many lenders and institutional investors have reduced and, in
some cases, ceased to provide funding to borrowers, including to
other financial institutions, because of concern about the
stability of the financial markets and the strength of
counterparties. It is difficult to predict how long these
economic conditions will exist, which of our markets, products
or other businesses will ultimately be affected, and whether
managements actions will effectively mitigate these
external factors. The reduced availability of credit, the lack
of confidence in the financial sector, decreased consumer
confidence, increased volatility in the financial markets and
reduced business activity could materially and adversely affect
our business, financial condition and results of operations.
Further, approximately 84.9% of the loans in Home Savings
portfolio are secured in whole or in part by real estate. As
residential real estate prices have declined in the last two
years, defaults and foreclosures have increased. Commercial real
estate values have also declined, and the owners of many
income-producing properties are experiencing declines in their
revenue, which may adversely affect their ability to repay their
loans. Foreclosures and resolutions of nonperforming loans
require significant personnel resources and involve other costs
that may increase our operating expenses. Properties acquired
through foreclosure or by deed in lieu of foreclosure are taking
longer to sell in the current economy, which increases the
Companys expenses for managing, maintaining and insuring
real estate owned. If we are unable to sell properties at a
price that will cover our expenses as well as the unpaid
principal and interest on the loan, the resulting write-downs
and losses adversely affect the Companys net income.
17
Changes
in interest rates could adversely affect our financial condition
and results of operations.
Our results of operations depend substantially on our net
interest income, which is the difference between the interest
earned on loans, securities and other interest-earning assets
and the interest paid on deposits and other borrowings. These
rates are highly sensitive to many factors beyond our control,
including general economic conditions, inflation, recession,
unemployment, the money supply, and the policies of various
governmental and regulatory authorities. While we have taken
measures intended to manage the risks of operating in a changing
interest rate environment, there can be no assurance that these
measures will be effective in avoiding undue interest rate risk.
Increases in interest rates can affect the value of loans and
other assets, including our ability to realize gains on the sale
of assets. We originate loans for sale and for our portfolio.
Increasing interest rates may reduce the origination of loans
for sale and consequently the fee income we earn on such sales.
Further, increasing interest rates may adversely affect the
ability of borrowers to pay the principal or interest on loans
and leases, resulting in an increase in nonperforming assets and
a reduction of income recognized.
In contrast, decreasing interest rates have the effect of
causing clients to refinance mortgage loans faster than
anticipated. This causes the value of assets related to the
servicing rights on loans sold to be lower than originally
anticipated. If this happens, we may need to write down our
servicing assets faster, which would accelerate our expense and
lower our earnings.
Increasing
credit risks could continue to adversely affect our results of
operations.
There are inherent risks associated with our lending activities,
including credit risk, which is the risk that borrowers may not
repay outstanding loans or the value of the collateral securing
loans will decrease. We attempt to manage credit risk through a
program of underwriting standards, the review of certain credit
decisions and an on-going assessment of the quality of the
credit already extended. However, conditions such as inflation,
recession, unemployment, changes in interest rates, money supply
and other factors beyond our control may increase our credit
risk. Such changes in the economy may have a negative impact on
the ability of borrowers to repay their loans. Because we have a
significant amount of real estate loans, decreases in real
estate values could adversely affect the value of our
collateral. In addition, substantial portions of our loans are
to individuals and businesses in Ohio where foreclosure rates
are among the highest in the nation. Consequently, any further
decline in the states economy could have a materially
adverse effect on our financial condition and results of
operations.
Over the last three years, United Community has experienced a
significant increase in the amount of impaired loans in its
construction loan portfolio. A loan is impaired when, based on
current information and events, it is probable that the Company
will be unable to collect both the contractual interest payments
and the contractual principal payments, as scheduled in the loan
agreement. Construction loans generally involve greater
underwriting and default risks than loans secured by mortgages
on existing properties because construction loans are more
difficult to appraise and to monitor. In the event a default on
a construction loan occurs and foreclosure follows, we may need
to take control of the project and attempt either to arrange for
completion of construction or dispose of the unfinished project.
We
operate in an extremely competitive market, and our business
will suffer if we are unable to compete
effectively.
In our market area, we encounter significant competition from
savings and loan associations, banks, credit unions, mortgage
banking firms, securities brokerage firms, asset management
firms and insurance companies. Many of our competitors have
substantially greater resources and lending limits than we do
and may offer services that we do not or cannot provide. In
order to compete, Home Savings may need to lower interest rates
on its products to match interest rates offered by its
competition, which could have a negative impact on net interest
margin and earnings.
18
Legislative
or regulatory changes or actions could adversely impact the
financial services industry.
The financial services industry is extensively regulated.
Federal and state banking laws and regulations are primarily
intended for the protection of consumers, depositors and the
deposit insurance funds, and are not necessarily intended to
benefit our shareholders. Changes to laws and regulations or
other actions by regulatory agencies may negatively impact us.
Regulatory authorities have extensive discretion in connection
with their supervisory and enforcement activities, including the
imposition of restrictions on the operation of an institution,
the classification of assets by the institution and the adequacy
of an institutions allowance for loan losses. Furthermore,
there can be no assurance that recent legislation and regulatory
initiatives to address difficult market and economic conditions
will stabilize the United States banking system and the
enactment of these initiatives may significantly affect our
financial condition, results of operation, liquidity, or stock
price. The significant federal and state banking regulations
that affect us are described in this
10-K under
the heading Regulation.
The
preparation of financial statements requires management to make
estimates about matters that are inherently
uncertain.
Managements accounting policies and methods are
fundamental to how we record and report our financial condition
and results of operations. Our management must exercise judgment
in selecting and applying many of these accounting policies and
methods in order to ensure that they comply with generally
accepted accounting principles and reflect managements
judgment as to the most appropriate manner in which to record
and report our financial condition and results of operations.
Two of the most critical estimates are the level of the
allowance for loan losses and the valuation of mortgage
servicing rights. Due to the inherent nature of these estimates,
we cannot provide absolute assurance that we will not
significantly increase the allowance for loan losses, sustain
loan losses that are significantly higher than the provided
allowance, or recognize a significant provision for the
impairment of mortgage servicing rights. Material additions to
the allowance for loan losses and any loan losses that exceed
our reserves would materially adversely affect our results of
operations and financial condition.
We
face risks with respect to future expansion.
We may acquire other financial institutions in the future. Also,
we may engage in de novo branch expansion or consider and enter
into new lines of business or offer new products or services. We
may incur substantial costs to expand, and we can give no
assurance such expansion will result in the levels of profits we
seek. Also, we may issue equity securities in connection with
future acquisitions, which would dilute current
shareholders ownership interests.
If we acquire other businesses, we may not be able to achieve
fully the cost savings and synergies that we expect to result
from any acquisition. In addition, because the markets in which
we operate are highly competitive, we may lose customers or the
customers of acquired entities as a result of an acquisition. We
also may lose key personnel, either from the acquired entity or
from United Community, as a result of an acquisition.
Material
breaches in security of our systems may have a significant
effect on our business.
United Community collects, processes and stores sensitive
customer data by using computer systems and telecommunication
networks operated by the Company and its service providers. The
Company has security, backup and recovery systems in place and a
comprehensive business continuity plan to ensure the systems
will not be inoperable. United Community also has security in
place to prevent unauthorized access to the system. Third party
service providers are required to maintain similar controls.
United Community cannot be certain the measures will be
successful to prevent a security breach. If such a breach
occurs, the Company may lose customers confidence and,
therefore, lose their business.
We may
elect or be compelled to seek additional capital in the future,
but that capital may not be available when it is
needed.
We are required by federal and state regulatory authorities to
maintain adequate levels of capital to support our operations.
As we experience loan losses, additional capital may need to be
infused. In addition, we may elect to raise additional capital
to support our business or to finance acquisitions, if any, or
we may otherwise elect or be
19
required to raise additional capital. Our ability to raise
additional capital, if needed, will depend on our financial
performance, conditions in the capital markets, economic
conditions and a number of other factors, many of which are
outside our control. Accordingly, there can be no assurance that
we can raise additional capital if needed or on terms acceptable
to us. If we cannot raise additional capital when needed, it may
have a material adverse effect on our financial condition,
results of operations and prospects.
Our
allowance for loan losses may prove to be insufficient to absorb
potential losses in our loan portfolio.
Lending money is a substantial part of our business. However,
every loan we make carries a risk of non-payment. This risk is
affected by, among other things: cash flow of the borrower
and/or the
project being financed; in the case of a collateralized loan,
the changes and uncertainties as to the future value of the
collateral; the credit history of a particular borrower; changes
in economic and industry conditions; and the duration of the
loan.
The preparation of consolidated financial statements in
conformity with accounting principles generally accepted in the
United States (GAAP) requires management to make significant
estimates that affect the financial statements. One of our most
critical estimates is the level of the allowance for loan
losses. Due to the inherent nature of these estimates, we cannot
provide absolute assurance that we will not be required to
charge earnings for significant unexpected loan losses.
We maintain an allowance for loan losses that we believe is a
reasonable estimate of known and inherent losses within the loan
portfolio. We make various assumptions and judgments about the
collectability of our loan portfolio, including the
creditworthiness of our borrowers and the value of the real
estate and other assets serving as collateral for the repayment
of loans. Through a periodic review and consideration of the
loan portfolio, management determines the amount of the
allowance for loan losses by considering general market
conditions, credit quality of the loan portfolio, the collateral
supporting the loans and performance of customers relative to
their financial obligations with us. The amount of future losses
is susceptible to changes in economic, operating and other
conditions, including changes in interest rates, which may be
beyond our control, and these losses may exceed current
estimates. We cannot fully predict the amount or timing of
losses or whether the loan loss allowance will be adequate in
the future.
In addition, bank regulators periodically review our allowance
for loan losses and may require us to increase our provision for
loan losses or recognize further loan charge-offs. Any increase
in our allowance for loan losses or loan charge-offs as required
by these regulatory authorities might have a material adverse
effect on our financial condition and results of operations.
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Item 1B.
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Unresolved
Staff Comments
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None.
Home Savings owns its corporate headquarters building located in
Youngstown, Ohio. Of Home Savings 39 branch offices, 32
are owned and the remaining offices are leased. Loan origination
offices are leased under long-term lease agreements. The
information contained in Note 9 Premises and
Equipment to the consolidated financial statements is
incorporated herein by reference.
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Item 3.
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Legal
Proceedings
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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 Communitys financial
statements.
20
PART II
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Item 5.
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Market
for Registrants Common Equity, Related Shareholder Matters
and Issuer Purchases of Equity Securities
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There were 37,804,457 common shares of United Community stock
issued and 30,897,825 shares outstanding and held by
approximately 10,200 record holders as of February 28,
2010. United Communitys common shares are traded on The
Nasdaq Stock
Market®
under the symbol UCFC. Quarterly stock prices and
dividends declared are shown in the following table. Prior
period data has been updated to reflect the stock dividend
declared in November 2008.
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First
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Second
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Third
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Fourth
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Quarter
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Quarter
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Quarter
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Quarter
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2009
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High
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$
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1.59
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$
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2.72
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$
|
1.80
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$
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1.80
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Low
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0.46
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|
|
0.99
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|
|
0.80
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1.28
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Dividends declared and paid
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First
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Second
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Third
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Fourth
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Quarter
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Quarter
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Quarter
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Quarter
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2008
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High
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$
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6.70
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$
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8.50
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$
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5.84
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$
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5.11
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Low
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4.16
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3.62
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|
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2.82
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|
0.75
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Dividends declared and paid
|
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0.0924
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0.0462
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2.8% stock
dividend
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Under the terms of the OTS Order, United Community must seek
regulatory approval prior to the declaration and payment of any
cash dividends. The payment of dividends by United Community is
limited also by the ability of Home Savings to pay dividends to
United Community, which also requires regulatory approval under
the Bank Order. See the discussion of these limits in
Note 3 and Note 16 to the Consolidated Financial
Statements.
Under the terms of the OTS Order, United Community must seek
regulatory approval prior to the repurchase of any shares.
United Community did not repurchase any shares during 2009.
21
Performance
Graph
The following graph compares the cumulative total return on
United Communitys common shares since December 31,
2004, with the total return of an index of companies whose
shares are traded on The Nasdaq Stock Market and an index of
publicly traded thrift institutions and thrift holding
companies. The graph assumes that $100 was invested in United
Community shares on December 31, 2004.
United
Community Financial Corp
Total Return Performance
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Period Ending
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Index
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12/31/04
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12/31/05
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12/31/06
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12/31/07
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12/31/08
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12/31/09
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United Community Financial Corp.
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100.00
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108.66
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115.94
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54.81
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9.41
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15.16
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NASDAQ Composite
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100.00
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101.37
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111.03
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121.92
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72.49
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104.31
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SNL Thrift
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100.00
|
|
|
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103.53
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|
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120.68
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72.40
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46.07
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42.97
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22
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Item 6.
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Selected
Financial Data
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At December 31,
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2009
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2008
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2007
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2006
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2005
|
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(Dollars in thousands)
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Selected financial condition data:
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Total assets
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$
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2,338,427
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$
|
2,618,073
|
|
|
$
|
2,771,117
|
|
|
$
|
2,703,545
|
|
|
$
|
2,528,850
|
|
Cash and cash equivalents
|
|
|
45,074
|
|
|
|
43,417
|
|
|
|
33,502
|
|
|
|
33,711
|
|
|
|
35,195
|
|
Securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trading, at fair value
|
|
|
|
|
|
|
|
|
|
|
312
|
|
|
|
559
|
|
|
|
992
|
|
Available for sale, at fair value
|
|
|
281,348
|
|
|
|
215,731
|
|
|
|
240,035
|
|
|
|
233,936
|
|
|
|
199,047
|
|
Loans held for sale
|
|
|
10,497
|
|
|
|
16,032
|
|
|
|
87,236
|
|
|
|
26,960
|
|
|
|
29,109
|
|
Loans, net
|
|
|
1,866,018
|
|
|
|
2,203,453
|
|
|
|
2,236,988
|
|
|
|
2,253,559
|
|
|
|
2,097,433
|
|
Federal Home Loan Bank stock, at cost
|
|
|
26,464
|
|
|
|
26,464
|
|
|
|
25,432
|
|
|
|
25,432
|
|
|
|
24,006
|
|
Cash surrender value of life insurance
|
|
|
26,198
|
|
|
|
25,090
|
|
|
|
24,053
|
|
|
|
23,137
|
|
|
|
22,260
|
|
Assets of discontinued operations
|
|
|
|
|
|
|
5,562
|
|
|
|
20,314
|
|
|
|
20,923
|
|
|
|
40,122
|
|
Deposits
|
|
|
1,769,501
|
|
|
|
1,885,931
|
|
|
|
1,875,206
|
|
|
|
1,822,935
|
|
|
|
1,681,844
|
|
Borrowed funds
|
|
|
318,156
|
|
|
|
462,872
|
|
|
|
586,786
|
|
|
|
562,862
|
|
|
|
528,821
|
|
Liabilities of discontinued operations
|
|
|
|
|
|
|
2,388
|
|
|
|
4,371
|
|
|
|
4,475
|
|
|
|
24,948
|
|
Total shareholders equity
|
|
|
219,783
|
|
|
|
234,923
|
|
|
|
269,714
|
|
|
|
281,333
|
|
|
|
264,735
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
(Dollars in thousands)
|
|
|
Summary of earnings:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
$
|
131,863
|
|
|
$
|
152,178
|
|
|
$
|
168,815
|
|
|
$
|
163,763
|
|
|
$
|
133,794
|
|
Interest expense
|
|
|
55,949
|
|
|
|
78,916
|
|
|
|
96,103
|
|
|
|
83,953
|
|
|
|
56,357
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income
|
|
|
75,914
|
|
|
|
73,262
|
|
|
|
72,712
|
|
|
|
79,810
|
|
|
|
77,437
|
|
Provision for loan losses
|
|
|
49,074
|
|
|
|
25,329
|
|
|
|
28,750
|
|
|
|
4,347
|
|
|
|
3,028
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income after provision for loan losses
|
|
|
26,840
|
|
|
|
47,933
|
|
|
|
43,962
|
|
|
|
75,463
|
|
|
|
74,409
|
|
Non-interest income
|
|
|
13,918
|
|
|
|
5,784
|
|
|
|
14,302
|
|
|
|
13,203
|
|
|
|
12,184
|
|
Non-interest expenses
|
|
|
63,640
|
|
|
|
94,186
|
|
|
|
55,640
|
|
|
|
53,310
|
|
|
|
53,413
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before taxes and discontinued operations
|
|
|
(22,882
|
)
|
|
|
(40,469
|
)
|
|
|
2,624
|
|
|
|
35,356
|
|
|
|
33,180
|
|
Income tax expense (benefit)
|
|
|
(1,160
|
)
|
|
|
(3,240
|
)
|
|
|
910
|
|
|
|
12,393
|
|
|
|
11,234
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) before discontinued operations
|
|
|
(21,722
|
)
|
|
|
(37,229
|
)
|
|
|
1,714
|
|
|
|
22,963
|
|
|
|
21,946
|
|
Discontinued operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income of Butler Wick Corp., net of tax
|
|
|
4,949
|
|
|
|
1,950
|
|
|
|
2,419
|
|
|
|
1,148
|
|
|
|
1,251
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
(16,773
|
)
|
|
$
|
(35,279
|
)
|
|
$
|
4,133
|
|
|
$
|
24,111
|
|
|
$
|
23,197
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At or for the Year Ended December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
Selected financial ratios and other data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Performance ratios:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Return on average assets(1)
|
|
|
(0.67
|
)%
|
|
|
(1.30
|
)%
|
|
|
0.15
|
%
|
|
|
0.92
|
%
|
|
|
0.96
|
%
|
Return on average shareholders equity(2)
|
|
|
(6.92
|
)
|
|
|
(12.91
|
)
|
|
|
1.44
|
|
|
|
8.72
|
|
|
|
8.89
|
|
Interest rate spread(3)(4)
|
|
|
2.91
|
|
|
|
2.53
|
|
|
|
2.41
|
|
|
|
2.84
|
|
|
|
3.19
|
|
Net interest margin(3)(5)
|
|
|
3.20
|
|
|
|
2.87
|
|
|
|
2.84
|
|
|
|
3.24
|
|
|
|
3.49
|
|
Non-interest expense to average assets(3)
|
|
|
2.54
|
|
|
|
2.22
|
|
|
|
2.04
|
|
|
|
2.03
|
|
|
|
2.22
|
|
Efficiency ratio(3)(6)
|
|
|
65.60
|
|
|
|
68.53
|
|
|
|
62.77
|
|
|
|
56.68
|
|
|
|
58.92
|
|
Average interest earning assets to average interest bearing
liabilities(3)
|
|
|
112.46
|
|
|
|
110.85
|
|
|
|
111.59
|
|
|
|
111.74
|
|
|
|
111.62
|
|
Capital ratios:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average equity to average assets
|
|
|
9.68
|
|
|
|
10.03
|
|
|
|
10.56
|
|
|
|
10.53
|
|
|
|
10.83
|
|
Shareholders equity to assets at year end
|
|
|
9.39
|
|
|
|
8.97
|
|
|
|
9.73
|
|
|
|
10.41
|
|
|
|
10.47
|
|
Home Savings Tier 1 leverage ratio
|
|
|
8.22
|
|
|
|
8.20
|
|
|
|
7.47
|
|
|
|
7.68
|
|
|
|
8.36
|
|
Home Savings Tier 1 risk-based capital ratio
|
|
|
11.53
|
|
|
|
10.80
|
|
|
|
9.26
|
|
|
|
9.49
|
|
|
|
10.08
|
|
Home Savings Total risk-based capital ratio
|
|
|
12.80
|
|
|
|
12.06
|
|
|
|
11.88
|
|
|
|
11.70
|
|
|
|
10.86
|
|
Asset quality ratios:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonperforming loans to loans, net(7)
|
|
|
6.21
|
|
|
|
4.76
|
|
|
|
4.41
|
|
|
|
2.37
|
|
|
|
1.18
|
|
Nonperforming assets to total assets at year end(8)
|
|
|
6.28
|
|
|
|
5.12
|
|
|
|
3.94
|
|
|
|
2.10
|
|
|
|
1.08
|
|
Allowance for loan losses as a percent of loans
|
|
|
2.22
|
|
|
|
1.61
|
|
|
|
1.41
|
|
|
|
0.75
|
|
|
|
0.74
|
|
Allowance for loan losses as a percent of nonperforming loans(7)
|
|
|
36.49
|
|
|
|
34.29
|
|
|
|
32.42
|
|
|
|
31.73
|
|
|
|
63.29
|
|
Texas ratio(9)
|
|
|
56.03
|
|
|
|
49.52
|
|
|
|
36.20
|
|
|
|
19.00
|
|
|
|
9.75
|
|
Total classified assets as a percent of Tier 1 capital
|
|
|
117.77
|
|
|
|
58.08
|
|
|
|
71.99
|
|
|
|
26.64
|
|
|
|
15.50
|
|
Net chargeoffs as a percent of average loans
|
|
|
2.10
|
|
|
|
0.96
|
|
|
|
0.60
|
|
|
|
0.14
|
|
|
|
0.16
|
|
Total 90+ days past due as a percent of total loans, net
|
|
|
5.76
|
|
|
|
4.53
|
|
|
|
4.14
|
|
|
|
2.32
|
|
|
|
1.16
|
|
Number of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans
|
|
|
42,121
|
|
|
|
44,195
|
|
|
|
44,842
|
|
|
|
46,333
|
|
|
|
43,630
|
|
Deposit accounts
|
|
|
176,010
|
|
|
|
180,531
|
|
|
|
187,132
|
|
|
|
189,588
|
|
|
|
183,565
|
|
Per share data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings (loss) from continuing operations(10)(11)
|
|
$
|
(0.73
|
)
|
|
$
|
(1.26
|
)
|
|
$
|
0.06
|
|
|
$
|
0.77
|
|
|
$
|
0.75
|
|
Basic earnings from discontinued operations (10)(11)
|
|
|
0.17
|
|
|
|
0.06
|
|
|
|
0.08
|
|
|
|
0.04
|
|
|
|
0.04
|
|
Basic earnings (loss) (10)(11)
|
|
|
(0.56
|
)
|
|
|
(1.20
|
)
|
|
|
0.14
|
|
|
|
0.81
|
|
|
|
0.79
|
|
Diluted earnings (loss) from continuing operations(10) (11)
|
|
|
(0.73
|
)
|
|
|
(1.26
|
)
|
|
|
0.06
|
|
|
|
0.76
|
|
|
|
0.74
|
|
Diluted earnings from discontinued operations(10)(11)
|
|
|
0.17
|
|
|
|
0.06
|
|
|
|
0.08
|
|
|
|
0.04
|
|
|
|
0.04
|
|
Diluted earnings (loss)(10)(11)
|
|
|
(0.56
|
)
|
|
|
(1.20
|
)
|
|
|
0.14
|
|
|
|
0.80
|
|
|
|
0.78
|
|
Book value(12)
|
|
|
7.11
|
|
|
|
7.60
|
|
|
|
8.73
|
|
|
|
8.83
|
|
|
|
8.29
|
|
Tangible book value(13)
|
|
|
7.09
|
|
|
|
7.57
|
|
|
|
7.60
|
|
|
|
7.95
|
|
|
|
7.37
|
|
Cash dividend per share
|
|
|
0.00
|
|
|
|
0.1386
|
|
|
|
0.3697
|
|
|
|
0.3502
|
|
|
|
0.3510
|
|
Dividend payout ratio(14)
|
|
|
n/a
|
|
|
|
(12.61
|
)%
|
|
|
271.43
|
%
|
|
|
43.90
|
%
|
|
|
41.25
|
%
|
|
|
|
(1) |
|
Net income (loss) divided by average total assets. |
24
|
|
|
(2) |
|
Net income (loss) divided by average total equity. |
|
(3) |
|
Ratios have been revised to reflect the impact of
discontinued operations. Ratios exclude the effect of goodwill
impairment charges recognized. |
|
(4) |
|
Difference between weighted average yield on interest earning
assets and weighted average cost of interest bearing
liabilities. |
|
(5) |
|
Net interest income as a percentage of average interest
earning assets. |
|
(6) |
|
Non-interest expense, excluding the amortization of core
deposit intangible and the goodwill impairment charge, divided
by the sum of net interest income and non-interest income,
excluding gains and losses on securities, other than temporary
impairment charges and foreclosed assets. |
|
(7) |
|
Nonperforming loans consist of nonaccrual loans, loans past
due ninety days and still accruing, and restructured loans. |
|
(8) |
|
Nonperforming assets consist of nonperforming loans, real
estate acquired in settlement of loans and other repossessed
assets. |
|
(9) |
|
Nonperforming assets divided by the sum of tangible common
equity and the allowance for loan losses |
|
(10) |
|
Earnings per share were retroactively adjusted to reflect the
effect of a 2.8% stock dividend declared in November 2008. |
|
(11) |
|
Net income divided by average number of basic or diluted
shares outstanding. |
|
(12) |
|
Shareholders equity divided by the number of shares
outstanding. |
|
(13) |
|
Shareholders equity minus goodwill and core deposit
intangible divided by the number of shares outstanding. |
|
(14) |
|
Historical per share dividends declared and paid for the year
divided by the diluted earnings per share for the year. |
|
|
Item 7.
|
Managements
Discussion and Analysis of Financial Condition and Results of
Operations
|
General
United Community Financial Corp. (United Community) was
incorporated in the State of Ohio in February 1998 for the
purpose of owning all of the outstanding capital stock of The
Home Savings and Loan Company of Youngstown, Ohio (Home Savings)
issued upon the conversion of Home Savings from a mutual savings
association to a permanent capital stock savings association
(Conversion). The Conversion was completed on July 8, 1998.
The following discussion and analysis of the financial condition
and results of operations of United Community and its
subsidiaries should be read in conjunction with the consolidated
financial statements, and the notes thereto, included in this
Annual Report.
Forward-Looking
Statements
Certain statements contained in this report that are not
historical facts are forward-looking statements that are subject
to certain risks and uncertainties. When used herein, the terms
anticipate, plan, expect,
believe, and similar expressions as they relate to
United Community or its management are intended to identify such
forward-looking statements. United Communitys actual
results, performance or achievements may differ materially from
those expressed or implied in the forward-looking statements.
Risks and uncertainties that could cause or contribute to such
material differences include, but are not limited to, general
economic conditions, the interest rate environment, competitive
conditions in the financial services industry, changes in law,
governmental policies and regulations and rapidly changing
technology affecting financial services.
Changes
in Financial Condition
Total assets decreased $279.6 million, or 10.7%, from
$2.6 billion at December 31, 2008 to $2.3 billion
at December 31, 2009. The net change in assets consisted
primarily of decreases of $337.4 million in net loans,
$5.5 million in net loans held for sale and assets of
discontinued operations of $5.6 million relating to the
sale of Butler Wick in 2009. These decreases were offset
partially by increases of $65.6 million in securities
available for
25
sale, $1.7 million in real estate owned and other
repossessed assets, and $1.7 million in cash and cash
equivalents. Total liabilities decreased $264.5 million, or
11.1%, primarily as a result of decreases of $116.3 million
in Federal Home Loan Bank advances, $28.4 million in
repurchase agreements and other borrowings, $1.7 million in
accrued interest payable and $2.4 million in liabilities of
discontinued operations, partially offset by a
$20.5 million increase in interest-bearing deposits.
Funds not currently utilized for general corporate purposes are
invested in overnight funds and securities. Cash and cash
equivalents increased $1.7 million, or 3.8%, to
$45.1 million at December 31, 2009, compared to
$43.4 million at December 31, 2008.
Available for sale securities increased $65.6 million
during 2009 primarily as a result of purchases of securities
aggregating $196.3 million offset partially by sales of
$73.6 million and paydowns and maturities of
$56.2 million. The majority of United Communitys
available for sale portfolio is held by Home Savings. See
Note 5 to the consolidated financial statements for
additional information regarding the Companys investment
portfolio.
Net loans decreased $337.4 million, or 15.3%, to
$1.9 billion at December 31, 2009, compared to
$2.2 billion at December 31, 2008. Real estate loans
decreased $249.9 million, consumer loans decreased
$39.6 million, and commercial loans decreased
$41.3 million. The decrease in real estate loans is
attributable primarily to the strategic objective of reducing
exposure to commercial and residential construction lending.
Also affecting the decline was managements decision to
sell certain one-to four-family residential mortgage loans
aggregating $69.8 million in the fourth quarter of 2009. A
gain of $1.8 million was recognized on the loan sale. The
sale was considered for several reasons. First, the loans
identified for sale in this transaction were
30-year
fixed rate loans that had a weighted average coupon of 5.95%.
United Communitys outlook for interest rates is for
long-term interest rates to begin to rise in late 2010 creating
decreasing prepayments. In addition, the Federal Reserve Bank
has stated that its program to purchase mortgage-backed
securities will end by the end of March 2010. The removal of
this liquidity may result in spreads widening on mortgages with
associated pricing decreasing. Due to a lower interest rate
environment, refinance activity accelerated, further
contributing to the decline in one-to four-family loans. See
Note 6 to the consolidated financial statements for
additional information regarding the composition of net loans.
Loans held for sale were $10.5 million at December 31,
2009, compared to $16.0 million at December 31, 2008.
The decrease was primarily attributable to the timing of sales
during the period. Home Savings sells a portion of newly
originated loans into the secondary market as part of its risk
management strategy and anticipates continuing to do so in the
future. Home Savings no longer purchases other loans to be sold
in the secondary market.
For residential real estate lending, customers may borrow up to
80% of the homes appraised value and obtain a second loan
or line of credit for up to an additional 15% of the appraised
value without having to purchase mortgage insurance. In
addition, Home Savings offers a first-time homebuyers product
that permits a 95%
loan-to-value
and has no mortgage insurance requirement. At December 31,
2009, loans to first-time homebuyers with an original
loan-to-value
of 95% aggregated $29.1 million. Home Savings does not
offer products where customers may pay a monthly amount that is
less than the interest expense incurred on the loan. Further,
Home Savings does not offer loan products where customers may
qualify for the loan based on their ability to pay a minimum
payment, even though the customers will be required to pay a
significantly higher monthly payment in future periods unless
the mortgage is prepaid. Interest-only loans are originated for
sale only.
26
The allowance for loan losses is a valuation allowance for
probable incurred credit losses. The allowance for loan losses
increased lo $42.3 million at December 31, 2009, from
$36.0 million at December 31, 2008, an increase of
$6.3 million. The allowance for loan losses as a percentage
of net loans was 2.22% at December 31, 2009, compared to
1.61% at December 31, 2008. 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. Management estimates the adequacy of the allowance
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 pertinent factors.
In determining the level of allowance the entire loan portfolio
is segmented into four basic categories: Real Estate
Construction, Consumer and Commercial loans. Each of the
aforementioned categories are further segmented into various
types of loans within that category; each type of loan is then
identified as being homogeneous (i.e., loans with similar risk
characteristics) or non-homogeneous. A loss factor is then
applied to the outstanding loan balances to calculate the
required level of allowance for loan losses.
The loss factor discussed above consists of two parts, a
quantitative component and a qualitative component. The
quantitative component is determined through a historical
analysis of all charged-off loans, net of recoveries. The
historical losses in each loan category, segmented by risk
grade, are quantified and applied to the outstanding balance of
that particular loan category by risk grade to identify a
historical loss percentage. The second component of the loss
factor is qualitative, which is inherently more subjective than
the quantitative component. Qualitative factors are essentially
determined by the guidance of nine different attributes, as set
forth in supervisory guidance, applied to the various loan
categories.
The portfolio segmentation process and the use of the loan
grading system as defined above helps identify loans to be
considered impaired. Specifically, when it is probable the
Company will not collect all amounts due (both contractual
interest payments and contractual principal payments) as
scheduled in the loan agreement and the loan is non-homogeneous
in nature, the loan will be considered impaired and a specific
reserve will be established.
The increase in the allowance for loan losses in 2009 was
primarily a result of the level of allowance assigned to the
construction loan portfolio. At December 31, 2009, the
allowance assigned to the construction portfolio aggregated
$19.0 million an increase of $7.7 million from the
previous year. This increase was a result of an increased level
of impairment associated with that portfolio due to depressed
collateral values securing such loans. See Note 6 to the
financial statements for a summary of the allowance for loan
losses. The following table summarizes the trend in the
allowance for loan losses for 2009.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for Loan Losses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
December 31, 2008
|
|
|
Provision
|
|
|
Recovery
|
|
|
Chargeoff
|
|
|
2009
|
|
|
|
(In thousands)
|
|
|
Real Estate Loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Permanent
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One-to four-family
|
|
$
|
4,986
|
|
|
$
|
6,310
|
|
|
$
|
109
|
|
|
$
|
(4,859
|
)
|
|
$
|
6,546
|
|
Multifamily residential
|
|
|
2,344
|
|
|
|
2,333
|
|
|
|
3
|
|
|
|
(2,498
|
)
|
|
|
2,182
|
|
Nonresidential
|
|
|
4,870
|
|
|
|
5,214
|
|
|
|
5
|
|
|
|
(4,195
|
)
|
|
|
5,894
|
|
Land
|
|
|
585
|
|
|
|
81
|
|
|
|
|
|
|
|
|
|
|
|
666
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
12,785
|
|
|
|
13,938
|
|
|
|
117
|
|
|
|
(11,552
|
)
|
|
|
15,288
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Construction Loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One-to four-family residential
|
|
|
10,620
|
|
|
|
20,833
|
|
|
|
9
|
|
|
|
(12,675
|
)
|
|
|
18,787
|
|
Multifamily and nonresidential
|
|
|
722
|
|
|
|
(371
|
)
|
|
|
|
|
|
|
(118
|
)
|
|
|
233
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
11,342
|
|
|
|
20,462
|
|
|
|
9
|
|
|
|
(12,793
|
)
|
|
|
19,020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for Loan Losses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
December 31, 2008
|
|
|
Provision
|
|
|
Recovery
|
|
|
Chargeoff
|
|
|
2009
|
|
|
|
(In thousands)
|
|
|
Consumer Loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Home Equity
|
|
|
1,386
|
|
|
|
3,301
|
|
|
|
2
|
|
|
|
(2,299
|
)
|
|
|
2,390
|
|
Auto
|
|
|
242
|
|
|
|
231
|
|
|
|
23
|
|
|
|
(334
|
)
|
|
|
162
|
|
Marine
|
|
|
1,504
|
|
|
|
(82
|
)
|
|
|
331
|
|
|
|
(1,052
|
)
|
|
|
701
|
|
Recreational vehicle
|
|
|
1,425
|
|
|
|
1,556
|
|
|
|
124
|
|
|
|
(1,713
|
)
|
|
|
1,392
|
|
Other
|
|
|
313
|
|
|
|
386
|
|
|
|
334
|
|
|
|
(719
|
)
|
|
|
314
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
4,870
|
|
|
|
5,392
|
|
|
|
814
|
|
|
|
(6,117
|
)
|
|
|
4,959
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial Loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Secured
|
|
|
3,355
|
|
|
|
624
|
|
|
|
|
|
|
|
(2,895
|
)
|
|
|
1,084
|
|
Unsecured
|
|
|
3,610
|
|
|
|
8,658
|
|
|
|
3
|
|
|
|
(10,335
|
)
|
|
|
1,936
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
6,965
|
|
|
|
9,282
|
|
|
|
3
|
|
|
|
(13,230
|
)
|
|
|
3,020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Allowance
|
|
$
|
35,962
|
|
|
$
|
49,074
|
|
|
$
|
943
|
|
|
$
|
(43,692
|
)
|
|
$
|
42,287
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The total outstanding balance of all impaired loans was
$118.8 million at December 31, 2009 as compared to
$87.2 million at December 31, 2008. The schedule below
summarizes impaired loans for 2009 and 2008.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impaired Loans
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
Change
|
|
|
|
(In thousands)
|
|
|
Real Estate Loans
|
|
|
|
|
|
|
|
|
|
|
|
|
Permanent
|
|
|
|
|
|
|
|
|
|
|
|
|
One-to four-family
|
|
$
|
18,764
|
|
|
$
|
12,675
|
|
|
$
|
6,089
|
|
Multifamily residential
|
|
|
7,863
|
|
|
|
8,724
|
|
|
|
(861
|
)
|
Nonresidential
|
|
|
25,686
|
|
|
|
14,855
|
|
|
|
10,831
|
|
Land
|
|
|
5,160
|
|
|
|
4,757
|
|
|
|
403
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
57,473
|
|
|
|
41,011
|
|
|
|
16,462
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Construction Loans
|
|
|
|
|
|
|
|
|
|
|
|
|
One-to four-family residential
|
|
|
53,666
|
|
|
|
36,903
|
|
|
|
16,763
|
|
Multifamily and nonresidential
|
|
|
392
|
|
|
|
816
|
|
|
|
(424
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
54,058
|
|
|
|
37,719
|
|
|
|
16,339
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer Loans
|
|
|
|
|
|
|
|
|
|
|
|
|
Home Equity
|
|
|
2,088
|
|
|
|
1,657
|
|
|
|
431
|
|
Auto
|
|
|
30
|
|
|
|
|
|
|
|
30
|
|
Marine
|
|
|
1,103
|
|
|
|
2,614
|
|
|
|
(1,511
|
)
|
Recreational vehicle
|
|
|
353
|
|
|
|
|
|
|
|
353
|
|
Other
|
|
|
8
|
|
|
|
|
|
|
|
8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
3,582
|
|
|
|
4,271
|
|
|
|
(689
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial Loans
|
|
|
|
|
|
|
|
|
|
|
|
|
Secured
|
|
|
3,365
|
|
|
|
3,496
|
|
|
|
(131
|
)
|
Unsecured
|
|
|
327
|
|
|
|
751
|
|
|
|
(424
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
3,692
|
|
|
|
4,247
|
|
|
|
(555
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Impaired Loans
|
|
$
|
118,805
|
|
|
$
|
87,248
|
|
|
$
|
31,557
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28
A loan is considered a troubled debt restructuring if Home
Savings grants a concession to a borrower that would otherwise
not be considered based on economic or legal reasons related to
the borrowers financial difficulties. The objective of a
troubled debt restructuring is to make the best of a bad
situation. A troubled debt restructuring may include, but is not
necessarily limited to, one or a combination of the following:
|
|
|
|
|
Transfer from the borrower to Home Savings of receivables from
third parties, real estate, or other assets to fully or
partially satisfy a debt (including a transfer resulting from
foreclosure or repossession).
|
|
|
|
Issuance or other granting of an equity interest to Home Savings
by the borrower to satisfy fully or partially a debt unless the
equity interest is granted pursuant to existing terms for
converting the debt into an equity interest.
|
|
|
|
Modification of terms of a debt, such as one or a combination of:
|
|
|
|
|
|
Reduction of the stated interest rate for the remaining original
life of the debt.
|
|
|
|
Extension of the maturity date or dates at a stated interest
rate lower than the current market rate for new debt with
similar risk.
|
|
|
|
Reduction of the face amount or maturity amount of the debt as
stated in the instrument or other agreement.
|
|
|
|
Reduction of accrued interest.
|
A debt restructuring is not necessarily a troubled debt
restructuring for purposes of this definition even if the
borrower is experiencing some financial difficulties. In
general, a borrower that can obtain funds from other sources at
market interest rates at or near those for non-troubled debt is
not involved in a troubled debt restructuring. A troubled debt
restructuring is not involved if:
|
|
|
|
|
the fair value of cash, other assets, or an equity interest
accepted by Home Savings from a borrower in full satisfaction of
its receivable at least equals the recorded investment in the
loan;
|
|
|
|
the fair value of cash, other assets, or an equity interest
transferred by a borrower to Home Savings in full settlement of
its loan at least equals the carrying amount of the loan;
|
|
|
|
Home Savings reduces the effective interest rate on the loan
primarily to reflect a decrease in market interest rates in
general or a decrease in the risk so as to maintain a
relationship with a borrower that can readily obtain funds from
other sources at the current market interest rate; or
|
|
|
|
Home Savings issues, in exchange for the original loan, a new
marketable loan having an effective interest rate based on its
market price that is at or near the current market interest
rates of loans with similar maturity dates and stated interest
rates issued by other banks.
|
29
Included in impaired loans above are certain loans Home Savings
considers troubled debt restructurings. The change in troubled
debt restructurings for the year ended December 31, 2009 is
as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Troubled Debt Restructurings
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
Change
|
|
|
|
(In thousands)
|
|
|
Real Estate Loans
|
|
|
|
|
|
|
|
|
|
|
|
|
Permanent
|
|
|
|
|
|
|
|
|
|
|
|
|
One-to four-family
|
|
$
|
2,167
|
|
|
$
|
1,015
|
|
|
$
|
1,152
|
|
Multifamily residential
|
|
|
|
|
|
|
345
|
|
|
|
(345
|
)
|
Nonresidential
|
|
|
3,595
|
|
|
|
95
|
|
|
|
3,500
|
|
Land
|
|
|
1,050
|
|
|
|
1,057
|
|
|
|
(7
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
6,812
|
|
|
|
2,512
|
|
|
|
4,300
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Construction Loans
|
|
|
|
|
|
|
|
|
|
|
|
|
One-to four-family residential
|
|
|
15,213
|
|
|
|
|
|
|
|
15,213
|
|
Multifamily and nonresidential
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
15,213
|
|
|
|
|
|
|
|
15,213
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer Loans
|
|
|
|
|
|
|
|
|
|
|
|
|
Home Equity
|
|
|
240
|
|
|
|
249
|
|
|
|
(9
|
)
|
Auto
|
|
|
18
|
|
|
|
23
|
|
|
|
(5
|
)
|
Marine
|
|
|
|
|
|
|
373
|
|
|
|
(373
|
)
|
Recreational vehicle
|
|
|
|
|
|
|
27
|
|
|
|
(27
|
)
|
Other
|
|
|
8
|
|
|
|
8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
266
|
|
|
|
680
|
|
|
|
(414
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial Loans
|
|
|
|
|
|
|
|
|
|
|
|
|
Secured
|
|
|
357
|
|
|
|
366
|
|
|
|
(9
|
)
|
Unsecured
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
357
|
|
|
|
366
|
|
|
|
(9
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Impaired Loans
|
|
$
|
22,648
|
|
|
$
|
3,558
|
|
|
$
|
19,090
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Once a loan has fallen into nonaccrual status, the restructured
loan will remain on nonaccrual status for a period of at least
six months until the borrower has demonstrated a willingness and
ability to make the restructured loan payments. Troubled debt
restructured loans that were on nonaccrual status aggregated
$5.0 million and $488,000 at December 31, 2009 and
2008, respectively. Such loans are considered nonperforming
loans. Troubled debt restructured loans that were accruing
according to their terms aggregated $17.6 million and
$3.1 million at December 31, 2009 and 2008,
respectively.
Nonperforming loans consist of all loans past due 90 days
and loans past due less than 90 days and which are on a
nonaccrual status. Nonperforming loans increased
$11.0 million from $104.9 million at December 31,
2008 to $115.9 million at December 31, 2009. The
change occurred primarily in the permanent real estate segments
of the portfolio. Of the $115.9 million in nonperforming
loans at December 31, 2009, $107.9 million have been
evaluated for impairment and have a collateral value of
$103.0 million and specific reserves assigned to them in
the amount of $4.9 million. The schedule below summarizes
the change in nonperforming loans for 2009.
30
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonperforming Loans
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
|
|
2009 Interest
|
|
|
|
2009
|
|
|
2008
|
|
|
Change
|
|
|
Foregone
|
|
|
|
(In thousands)
|
|
|
Real Estate Loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Permanent
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One-to four-family
|
|
$
|
26,766
|
|
|
$
|
21,669
|
|
|
$
|
5,097
|
|
|
$
|
768
|
|
Multifamily residential
|
|
|
7,863
|
|
|
|
8,724
|
|
|
|
(861
|
)
|
|
|
(436
|
)
|
Nonresidential
|
|
|
24,091
|
|
|
|
15,246
|
|
|
|
8,845
|
|
|
|
1,042
|
|
Land
|
|
|
5,160
|
|
|
|
4,840
|
|
|
|
320
|
|
|
|
417
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
63,880
|
|
|
|
50,479
|
|
|
|
13,401
|
|
|
|
1,791
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Construction Loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One-to four-family residential
|
|
|
42,819
|
|
|
|
43,167
|
|
|
|
(348
|
)
|
|
|
242
|
|
Multifamily and nonresidential
|
|
|
392
|
|
|
|
816
|
|
|
|
(424
|
)
|
|
|
(284
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
43,211
|
|
|
|
43,983
|
|
|
|
(772
|
)
|
|
|
(42
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer Loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Home Equity
|
|
|
3,168
|
|
|
|
2,312
|
|
|
|
856
|
|
|
|
110
|
|
Auto
|
|
|
148
|
|
|
|
154
|
|
|
|
(6
|
)
|
|
|
(1
|
)
|
Marine
|
|
|
1,103
|
|
|
|
2,614
|
|
|
|
(1,511
|
)
|
|
|
(100
|
)
|
Recreational vehicle
|
|
|
900
|
|
|
|
756
|
|
|
|
144
|
|
|
|
28
|
|
Other
|
|
|
64
|
|
|
|
33
|
|
|
|
31
|
|
|
|
2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
5,383
|
|
|
|
5,869
|
|
|
|
(486
|
)
|
|
|
39
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial Loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Secured
|
|
|
3,061
|
|
|
|
3,496
|
|
|
|
(435
|
)
|
|
|
161
|
|
Unsecured
|
|
|
352
|
|
|
|
1,057
|
|
|
|
(705
|
)
|
|
|
236
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
3,413
|
|
|
|
4,553
|
|
|
|
(1,140
|
)
|
|
|
397
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Nonperforming Loans
|
|
$
|
115,887
|
|
|
$
|
104,884
|
|
|
$
|
11,003
|
|
|
$
|
2,185
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The $5.1 million increase in nonperforming loans secured by
one-to four-family properties was primarily a result of overall
economic conditions and the increase in the number of loans
reported as 90 or more days past due. The increase in
nonperforming nonresidential loans was primarily a result of six
lending relationships totaling $10.7 million becoming
90 days or more past due during 2009. This was partially
offset by Home Savings taking into possession property
collateralizing one lending relationship totaling
$2.3 million in the fourth quarter of 2009. The decrease in
the nonperforming marine loans is primarily due to the
collateral for one relationship totaling $1.1 million being
taken into possession by Home Savings during the second quarter
of 2009.
The Company continues to monitor changes in nonperforming loans
due to rapidly changing conditions in the current economic
environment. Nonperforming loans at February 28, 2010 were
$126.3 million, compared to $115.9 million at
December 31, 2009. Real estate owned and other repossessed
assets at February 28, 2010 were $33.8 million,
compared to $31.0 million at December 31, 2009.
Federal Home Loan Bank stock remained at $26.5 million at
December 31, 2009, compared to December 31, 2008. The
quarterly dividend payments received by Home Savings from the
FHLB were paid in cash in 2009. In the prior year, these
dividends were paid by the FHLB in shares of FHLB stock to Home
Savings.
Premises and equipment decreased $1.9 million from
$25.0 million at December 31, 2008 to
$23.1 million at December 31, 2009. The primary cause
of this change was a reclassification from premises and
equipment to other assets of $714,000 related to Home Savings
Findlay, Ohio branch fixed assets. On November 30, 2009,
Home Savings entered into an agreement with The Union Bank
Company, a wholly-owned subsidiary of United
31
Bancshares, Inc., for the sale of Home Savings Findlay,
Ohio branch. In the transaction, Union Bank will assume all of
the deposit liabilities and buy the related fixed assets of the
branch. In addition, Union Bank will acquire approximately
$2.0 million in loans associated with the branch. The Board
of Directors of both companies approved the transaction. No
shareholder approvals are required. The transaction is subject
to customary conditions, including regulatory approvals, and is
expected to close in the first quarter of 2010. The remainder of
the change is attributable to depreciation expense exceeding new
fixed assets placed into service in 2009.
Accrued interest receivable decreased $992,000 or 9.8%, to
$9.1 million at December 31, 2009, compared to
$10.1 million at December 31, 2008. Interest accrued
on mortgage loans decreased $830,000 due primarily to an
increase of $1.1 million in reserves for uncollected
interest on mortgage loans. Interest accrued on installment
loans decreased $181,000, due primarily to a decrease in the
average balance of that portfolio. Interest accrued on
commercial loans decreased $156,000, due primarily to an
increase in reserves for uncollected interest on commercial
loans of $1.2 million. The increase in the reserves for
uncollected interest is affected directly by the increase in
loans on nonaccrual status. Interest accrued on securities
available for sale increased $176,000 due primarily to timing as
to when interest is paid on these securities. As the Banks
plan to reduce loan concentrations, loan delinquencies, and
classified assets is carried out in compliance with the Bank
Order, the Company expects these reserves for uncollected
interest to decrease.
Real estate owned and other repossessed assets increased
$1.7 million or 5.8% during the year ended
December 31, 2009, as compared to the year ended
December 31, 2008. The following table summarizes the
activity in real estate owned and other repossessed assets
during the year.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real Estate Owned
|
|
|
Repossessed Assets
|
|
|
Total
|
|
|
|
(In thousands)
|
|
|
Balance at December 31, 2008
|
|
$
|
27,437
|
|
|
$
|
1,821
|
|
|
$
|
29,258
|
|
Acquisitions
|
|
|
18,838
|
|
|
|
3,755
|
|
|
|
22,593
|
|
Sales
|
|
|
(10,822
|
)
|
|
|
(4,954
|
)
|
|
|
(15,776
|
)
|
Change in valuation allowance
|
|
|
(5,113
|
)
|
|
|
|
|
|
|
(5,113
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2009
|
|
$
|
30,340
|
|
|
$
|
622
|
|
|
$
|
30,962
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table depicts the type of property secured in the
satisfaction of loans and the valuation allowance associated
with each type:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Valuation
|
|
|
|
|
|
|
Balance
|
|
|
Allowance
|
|
|
Net Balance
|
|
|
|
(In thousands)
|
|
|
Real estate owned
|
|
|
|
|
|
|
|
|
|
|
|
|
One-to four-family
|
|
$
|
3,709
|
|
|
$
|
(156
|
)
|
|
$
|
3,553
|
|
Multifamily residential
|
|
|
10,515
|
|
|
|
(2,601
|
)
|
|
|
7,914
|
|
Nonresidential
|
|
|
6,001
|
|
|
|
(842
|
)
|
|
|
5,159
|
|
One-to four-family residential construction
|
|
|
17,726
|
|
|
|
(4,268
|
)
|
|
|
13,458
|
|
Land
|
|
|
256
|
|
|
|
|
|
|
|
256
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total real estate owned
|
|
|
38,207
|
|
|
|
(7,867
|
)
|
|
|
30,340
|
|
Repossessed assets
|
|
|
|
|
|
|
|
|
|
|
|
|
Auto
|
|
|
54
|
|
|
|
|
|
|
|
54
|
|
Marine
|
|
|
230
|
|
|
|
|
|
|
|
230
|
|
Recreational vehicle
|
|
|
338
|
|
|
|
|
|
|
|
338
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total repossessed assets
|
|
|
622
|
|
|
|
|
|
|
|
622
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total real estate owned and other repossessed assets
|
|
$
|
38,829
|
|
|
$
|
(7,867
|
)
|
|
$
|
30,962
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property acquired in the settlement of loans is recorded at the
lower of (a) the loans acquisition balance less cost
to sell or (b) the fair market value of the property
secured. Appraisals are obtained at least annually or when the
32
Company believes there is sufficient evidence to suggest
deterioration in an assets value. Based on current
appraisals, a valuation allowance may be established to properly
reflect the asset at fair market value. The increase in the
valuation allowance on property acquired in relation to one-to
four-family residential construction loans was due to the
decline in market value of those properties. Home Savings has
engaged experienced professionals to sell all real estate owned
and other repossessed assets in a timely manner.
Home Savings has an investment in bank-owned life insurance,
which provides insurance on the lives of certain employees where
Home Savings is the beneficiary. Bank-owned life insurance
provides a long-term asset to offset long-term benefit
obligations, while generating competitive investment yields.
Home Savings recognized $1.1 million as other non-interest
income based on the cash value of the policies in 2009 and
$943,000 in 2008. The increase in the cash value of the policies
is tax exempt as long as the policies are not cashed in, and any
death benefit proceeds received by Home Savings are tax-free.
Assets of discontinued operations of Butler Wick decreased
because of the completion of the sale of Butler Wick Trust to
Farmers National Banc Corp. for $12.1 million on
March 31, 2009. Refer to Note 4 for further discussion
on discontinued operations.
Other assets increased $1.9 million during 2009. The
increase in other assets is primarily attributable to an
increase in deferred mortgage servicing rights of
$2.5 million. Deferred mortgage servicing rights increased
as a result of the aforementioned sale of $69.8 million of
one-to four-family loans that closed in December 2009. The loans
were sold to a third party with servicing retained by Home
Savings.
Included in other assets is a net deferred tax asset
approximating $3.7 million at December 31, 2009,
compared to $7.4 million at December 31, 2008. Income
tax expense is the total of the current year income tax due or
refundable and the change in deferred tax assets and
liabilities. Deferred tax assets and liabilities are the
expected future tax amounts for the temporary differences
between carrying amounts and tax bases of assets and
liabilities, computed using enacted tax rates. A valuation
allowance, if needed, reduces deferred tax assets to the amount
expected to be realized.
When determining the amount of net deferred tax assets that are
more likely than not to be realized, United Community conducts a
regular assessment of all available evidence, both positive and
negative. This evidence includes, but is not limited to, taxable
income in prior periods, projected future income, projected
future reversals of deferred tax items and the effects of tax
law changes. Based on these criteria, and in particular fourth
quarter activity surrounding the provision for loan losses,
United Community determined that it was necessary to establish a
valuation allowance against the deferred tax asset of
$7.6 million at December 31, 2009. The determination
was made after the Companys fourth quarter 2009 loss put
it into a three-year cumulative loss position, the threshold
after which there is a rebuttable presumption that a Company
should no longer rely solely on projected future income in
determining whether the deferred tax asset is more likely than
not to be realized. A net deferred tax asset of
$3.7 million remains after the valuation allowance,
representing the amount remaining available for carry back
throughout 2010. United Community will continue to monitor its
deferred tax position and increase or decrease the valuation
allowance, either up or down, as available evidence changes. If
such is the case, additional tax expense would need to be
recognized and the remaining deferred tax asset appropriately
reduced. In order for United Community to realize the benefit of
the deferred tax asset, United Community will have to generate
sufficient net taxable income to absorb the remaining deferred
tax asset.
Total deposits decreased $116.4 million to
$1.8 billion at December 31, 2009, compared to
December 31, 2008. The change is primarily as a result of a
decrease in certificates of deposit of $185.3 million
offset partially by increases in savings accounts of
$21.3 million and in checking accounts of
$29.6 million. The change in certificates of deposit is
attributable to a decline in retail certificates of deposit of
$55.2 million and a decrease in brokered certificates of
deposit of $130.1 million. In the third quarter of 2008,
Home Savings utilized the services of an investment broker to
attract brokered certificates of deposit. These deposits were
utilized to temporarily enhance the Companys liquidity at
the time Home Savings entered into the Bank Order. Pursuant to
the Bank Order, Home Savings cannot obtain additional brokered
certificates of deposit without prior consent of the FDIC and
the Ohio Division. Management continually evaluates many
variables when pricing deposits, including cash requirements,
liquidity targets, asset growth rates, the liability mix and
interest rate risk. Brokered deposits at December 31, 2009,
33
were $15.0 million and mature in 2010. The Company does not
intend to pursue additional brokered deposits in the near term.
Funds needed in excess of deposit growth are borrowed in the
normal course of business. Home Savings has an established
credit relationship with the Federal Home Loan Bank of
Cincinnati under which Home Savings can borrow up to
$492.3 million. Of the total borrowing capacity at the
Federal Home Loan Bank, Home Savings had outstanding advances of
$221.3 million at December 31, 2009, which is a
decrease of $116.3 million compared to December 31,
2008. These borrowings are collateralized primarily by one-to
four-family residential mortgage loans.
Repurchase agreements used for general corporate purposes have
decreased $28.4 million to $96.8 million at
December 31, 2009. Repurchase agreements and other
borrowings decreased as the Company paid off $20.0 million
in higher-cost repurchase agreements in exchange for additional
collateral on the remaining repurchase agreements. The Company
also paid in full a line of credit, of which $6.9 million
had been outstanding at December 31, 2008. Securities sold
under agreements to repurchase are secured primarily by
mortgage-backed securities with a fair value of approximately
$125.7 million at December 31, 2009 and
$131.5 million at December 31, 2008. Securities sold
under agreements to repurchase are typically held by the
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 United
Community.
United Community had a Credit Agreement with JP Morgan Chase
Bank, N.A. (JP Morgan) which provided United Community with a
line of credit of up to $40.0 million. At December 31,
2008, $6.9 million remained outstanding on this line of
credit. The line of credit was paid-off in full on
March 31, 2009.
The OTS Order requires United Community to obtain regulatory
approval prior to incurring debt or increasing its debt
position. As of December 31, 2009, United Community had no
debt outstanding, and United Community does not intend to seek
approval to borrow additional funds in the near term.
The management of United Community and Home Savings believe that
they have taken all necessary steps to comply with the OTS Order
and the Bank Order; however, some provisions require ongoing
monitoring and testing.
Accrued interest payable decreased during 2009 as a result of a
net decrease in deposits and borrowings mentioned above.
Shareholders equity decreased $15.1 million at
December 31, 2009, compared to December 31, 2008. The
change was primarily attributable to the net loss of
$16.8 million for the year. Partially offsetting the net
loss for the year was a $475,000 change in other comprehensive
income, due to an increase in unrealized gains on available for
sale securities during the year ended December 31, 2009.
Book value per share and tangible book value per share were
$7.11 and $7.09, respectively, as of December 31, 2009.
Book value per share and tangible book value per share were
$7.60 and $7.57, respectively, as of December 31, 2008.
Comparison
of Operating Results for the Years Ended December 31, 2009
and December 31, 2008
Net Loss Net loss for the year ended
December 31, 2009 was $16.8 million, compared to a net
loss of $35.3 million for the year ended December 31,
2008. This change was due primarily to increases in net interest
income and noninterest income and a decline in noninterest
expenses offset partially by increased loan loss provision
expenses in 2009.
Net Interest Income Net interest income for
the year ended December 31, 2009, was $75.9 million
compared to $73.3 million for 2008. The decline in interest
expenses more than offset the decline in interest income during
2009 compared to 2008, due mainly to declines in interest paid
on deposits of $14.3 million and interest paid on FHLB
advances of $6.6 million. The reduction in total assets in
2009 allowed the Company to further reduce its debt and use
lower cost funds.
Interest income decreased $20.3 million in 2009 primarily
due to decreases in interest earned on net loans of
$18.4 million, securities available for sale of
$2.2 million, and dividends received on shares of FHLB
stock of $137,000. The change in interest earned on loans was a
result of a decrease of $199.0 million in the average
balance of outstanding loans. The Companys construction
and commercial loan portfolios declined due to the strategic
34
objective of reducing concentrations in these portfolios.
Furthermore, due to a lower interest rate environment, refinance
activity accelerated in the first half of 2009. The result of
this acceleration was a decline in the portfolio of one-to
four-family loans, as existing loans in the portfolio were
refinanced and a majority of the newly originated loans were
sold into the secondary market. United Community also
experienced a decrease in the yield on net loans of
31 basis points. Lower interest was recognized on available
for sale securities because the average balance of available for
sale securities decreased $10.3 million and the yield on
these assets decreased 64 basis points.
Total interest expense decreased $23.0 million for the year
ended December 31, 2009, compared to the year ended
December 31, 2008. The change was primarily due to
reductions of $14.3 million in interest paid on deposits,
$6.6 million in interest paid on Federal Home Loan Bank
advances and $2.2 million in interest paid on repurchase
agreements and other borrowings. The overall decrease in
interest expense is attributable to a decline in the average
balances of interest bearing checking accounts of
$44.7 million, as well as a reduction of 110 basis
points in the cost of those liabilities, and a decline in the
average balance of certificates of deposit of
$57.4 million, as well as a decline in the cost of
certificates of deposit of 61 basis points. These declines
were offset partially by an increase in the average balance of
savings accounts of $14.9 million, along with an increase
in the cost of those deposits of three basis points.
The primary cause of the decrease in interest expense on Federal
Home Loan Bank advances was a $70.0 million decrease in the
average balance of those funds, as well as a rate decrease on
those borrowings of 138 basis points in 2009 compared to
2008. The rate on short-term advances from the Federal Home Loan
Bank has decreased due to the Federal Reserves action to
keep the Federal Funds rate low over the past year. The decrease
in interest expense on repurchase agreements and other
borrowings was due primarily to a decrease in average balances
of $39.6 million and a decline in the rate paid on these
borrowings of 41 basis points.
Provision for Loan Losses The provision for
loan losses was $49.1 million for the year ended
December 31, 2009, compared to $25.3 million for the
year ended December 31, 2008, an increase of
$23.7 million, or 93.7%. Managements analysis of the
loan portfolio led to provisions of $13.9 million related
to the permanent real estate portfolio, $20.5 million
related to the construction loan portfolio, $5.4 million
related to the consumer loan portfolio and $9.3 million
related to the commercial portfolio. Net loan chargeoffs for the
year ended December 31, 2009 were $42.7 million,
compared to $21.4 million for the year ended
December 31, 2008. The allowance for loan losses totaled
$42.3 million at December 31, 2009, which was 2.22% of
net loans and 36.49% of nonperforming loans, compared to
$36.0 million at December 31, 2008, which was 1.61% of
net loans and 34.29% of nonperforming loans.
Non-interest Income Non-interest income
increased $8.1 million, or 140.6%, to $13.9 million
for the year ended December 31, 2009, from
$5.8 million for the year ended December 31, 2008. The
change occurred primarily because of lower
other-than-temporary
impairment charges on securities available for sale, higher
gains recognized on the sale of loans, and higher mortgage loan
servicing fee income. United Community tests its investment
portfolio for impairment on a recurring basis. Based on the
available information, an impairment charge is taken if it a
security is trading below its cost for an extended period of
time and the likelihood of recovery is uncertain. Based on these
assessments, an
other-than-temporary
impairment charge of $4.9 million was recognized in 2008 on
a Fannie Mae auction rate pass through trust security that had a
cost of $5.0 million. Additional charges related to this
security aggregated $26,000 in 2009. Equity securities of
certain financial institutions owned by United Community were
included in the assessment. In 2008, an impairment charge was
recognized on these securities of $1.1 million. Additional
charges recognized in 2009 were $752,000.
Gains on loans sold increased during the year ended
December 31, 2009, as compared to December 31, 2008.
In December 2009, United Community sold approximately
$68.9 million in select one-to four-family mortgage loans
and recognized a gain of $1.8 million. A similar loan sale
did not occur in 2008. Accelerated loan refinance activity in
the first half of 2009 also contributed to the increase.
In December 2008, Home Savings recorded a valuation allowance on
mortgage servicing rights of $2.2 million. This valuation
allowance decreased service fees and other charges earned in
2008. During 2009, an additional valuation allowance was not
required.
35
Partially offsetting the increase in non-interest income was an
increase in losses recognized on the disposal of real estate
owned and other repossessed assets. The increase in losses
recognized is primarily the result of Home Savings
recognition of fair market value adjustments on real estate
owned of $7.9 million in 2009. If property values in areas
where Home Savings owns foreclosed property continue to decline,
the Company may need to recognize additional fair market value
adjustments in the future.
Non-interest Expense Total non-interest
expense decreased $30.5 million for the year ended
December 31, 2009, compared to the year ended
December 31, 2008. The change is primarily due to a
decrease in goodwill impairment charges, and a decline in salary
and employee benefit expenses of $2.1 million. Partially
offsetting the aforementioned decreases were increased Federal
deposit insurance premiums of $4.1 million, due largely to
a special assessment of $1.2 million imposed by the FDIC in
the second quarter of 2009, as well as the enforcement actions
of the OTS, the FDIC, and the Ohio Division. Also contributing
to the partial offset was a $652,000 increase in expenses
required to maintain real estate owned and other repossessed
assets during 2009 as compared to 2008. After Home Savings takes
possession of property in satisfaction of nonperforming loans,
repairs, routine maintenance, utilities and real estate taxes
are expensed as incurred in order to maintain the properties in
saleable condition. Expenses to maintain other real estate owned
are expected to continue to increase in 2010 due to the increase
in the number of properties acquired by Home Savings in
resolving nonperforming loans, as well as legal expenses and
other collection expenses associated with Home Savings
nonperforming loans. Federal deposit insurance premiums are
expected to aggregate $5.7 million in 2010, based in part
on the enforcement actions and recent legislation.
Federal Income Taxes For the year ended
December 31, 2009, United Community recorded a
$1.2 million benefit for income taxes as a result of a net
pretax loss of $22.9 million. The benefit recorded was net
of a $7.6 million valuation allowance on a deferred tax
asset, as previously mentioned. Refer to Note 15 for
additional disclosure on these expenses.
Discontinued Operations Net income recognized
on the discontinued operations of Butler Wick increased
$3.0 million from $2.0 million for the year ended
December 31, 2008 to $4.9 million for the year ended
December 31, 2009. The primary cause of the change is the
successful completion of the sale of Butler Wick Trust in 2009,
in which a $7.9 million gain on that sale was recognized.
In 2008, the Company sold Butler Wick & Co., Inc. and
recognized a gain of $3.3 million.
Comparison
of Operating Results for the Years Ended December 31, 2008
and December 31, 2007
Net Income Net loss for the year ended
December 31, 2008 was $35.3 million, compared to net
income of $4.1 million for the year ended December 31,
2007. This change was due primarily to impairment charges
recognized on goodwill of $33.6 million and
other-than-temporary
impairment charges recognized on securities available for sale
of $6.1 million. Similar impairment charges were not
required in 2007.
Net Interest Income Net interest income for
the year ended December 31, 2008, was $73.3 million
compared to $72.7 million for 2007. The decline in interest
expenses more than offset the decline in interest income during
2008 as compared to 2007. Interest expenses decreased in 2008
compared to 2007, due mainly to declines in interest paid on
FHLB advances of $9.1 million and interest paid on deposits
of $7.8 million. In keeping with the reduction in total
assets in 2008, the Company was able to reduce its debt and
utilize lower cost funds.
Interest income decreased $16.6 million in 2008 primarily
due to decreases in interest earned on net loans of
$17.7 million, loans held for sale of $448,000, and
dividends received on shares of FHLB stock of $317,000. The
change in interest earned on loans was a result of a decrease of
$37.2 million in the average balance of outstanding loans,
due in part to the sale of $76.5 million of mortgage loans
in February 2008, as well as a decrease of 68 basis points
in the yield earned on these assets. Interest earned on
available for sale securities increased and partially offset the
decline in interest earned on loans. The average balance of
available for sale securities increased $33.3 million and
the yield on these assets increased eight basis points.
Provision for Loan Losses The provision for
loan losses was $25.3 million for the year ended
December 31, 2008, compared to $28.8 million for the
year ended December 31, 2007, a decrease of
$3.4 million. Managements analysis of the loan
portfolio led to increased provisions of $9.3 million
related to the permanent real estate
36
portfolio, $8.0 million related to the construction loan
portfolio, $2.8 million related to the consumer loan
portfolio and $5.3 million related to the commercial
portfolio. Net loan chargeoffs for the year ended
December 31, 2008 were $21.4 million, compared to
$13.7 million for the year ended December 31, 2007.
The allowance for loan losses totaled $36.0 million at
December 31, 2008, which was 1.61% of net loans and 33.7%
of nonperforming loans, compared to $32.0 million at
December 31, 2007, which was 1.41% of net loans and 31.7%
of nonperforming loans.
Non-interest Income Non-interest income
decreased $8.5 million, or 59.6%, to $5.8 million for
the year ended December 31, 2008, from $14.3 million
for the year ended December 31, 2007.
Other-than-temporary
impairment charges to the Companys Fannie Mae auction rate
pass through trust security and a write-down of the
Companys equity investments in the common shares of three
financial institutions of $6.1 million were recognized in
2008. Similar charges were not required in 2007. Also
contributing to the decrease was Home Savings recognition
of increased losses on real estate owned and other assets
acquired in the settlement of loans, the write-down of mortgage
servicing rights and the valuation of the loans held for sale
portfolio.
Non-interest Expense Non-interest expenses
rose $38.5 million during the year ended December 31,
2008, compared to 2007, primarily as a result of goodwill
impairment charges of $33.6 million recognized in 2008.
Refer to Note 10 for a discussion of goodwill. Also,
increased consulting fees and FDIC insurance premiums related to
the enforcement actions of the OTS, FDIC and the Ohio Division
have caused non-interest expenses to rise. Additionally, fees
incurred within our real estate owned and other repossessed
assets portfolio have increased as Home Savings incurred
additional expenses related to the payment of real estate taxes,
repairs and general maintenance on property in northern and
central Ohio acquired in the settlement of construction and
commercial loans.
Federal Income Taxes During the year ended
December 31, 2008, United Community recorded a
$3.2 million benefit for income taxes as a result of lower
pretax income earned in 2008 compared to 2007. Refer to
Note 15 for a further discussion on these expenses.
Discontinued Operations Net income recognized
on the discontinued operations of Butler Wick decreased $469,000
from $2.4 million for the year ended December 31, 2007
to $2.0 million for the year ended December 31, 2008.
The primary cause of the change is an increase in salary
expenses related to compensation expense to employees of Butler
Wick resulting from the completion of the sale of a Butler
Wick & Co., a securities broker/dealer subsidiary, to
Stifel Financial Corp., on December 31, 2008. Butler Wick
also earned lower net interest income and lower service fees
during the year ended December 31, 2008 as compared to the
year ended December 31, 2007. Partially offsetting these
increases was the gain recognized on the sale of Butler Wick and
Co., Inc. of $3.3 million. Refer to Note 4 for a
further discussion of discontinued operations.
Critical
Accounting Policies and Estimates
The accounting and reporting policies of United Community comply
with accounting principles generally accepted within the United
States of America and conform to general practices within the
financial services industry. Application of these principles
requires management to make estimates, assumptions and judgments
that affect the amounts reported in the financial statements and
accompanying notes. These estimates, assumptions and judgments
are based on information available as of the date of the
financial statements. Accordingly, as this information changes,
the financial statements could reflect different estimates,
assumptions and judgments.
The most significant accounting policies followed by United
Community are presented in Note 1 to the consolidated
financial statements. Accounting and reporting policies for the
allowance for loan losses, mortgage servicing rights and
other-than-temporary
impairment are deemed critical since they involve the use of
estimates and require significant management judgments.
Application of assumptions different than those used by
management could result in material changes in United
Communitys financial position or results of operations.
Allowance for loan losses. The allowance for
loan losses is an amount that management believes will be
adequate to absorb probable incurred losses in existing loans
taking into consideration such factors as past loss experience,
changes in the nature and volume of the portfolio, overall
portfolio quality, loan concentrations, specific problem loans,
collateral values securing loans, and current economic
conditions that affect the borrowers ability to pay.
Determination of the allowance inherently is subjective due to
the aforementioned reasons. Loan losses are
37
charged off against the allowance when management believes that
the full collectability of the loan is unlikely. Recoveries of
amounts previously charged off are credited to the allowance.
In compliance with the Bank Order, Home Savings maintains a well
documented methodology for maintaining an allowance for loan
losses that is compliant with all interagency guidance. The
documentation of the adequacy of the allowance for loan losses
is reviewed by the board of directors on a quarterly basis.
The allowance is based on managements evaluation of
homogeneous groups of loans (single-family residential mortgage
loans and all consumer credit except marine loans) to which loss
factors have been applied, as well as an evaluation of
individual credits (multi-family, nonresidential mortgage loans,
marine loans and commercial loans) based on internal risk
ratings, collateral and other unique characteristics of each
loan.
Management believes that it uses the best information available
to determine the adequacy of the allowance for loan losses.
However, future adjustments to the allowance may be necessary
and the results of operations could be significantly and
adversely affected if circumstances differ substantially from
the assumptions used in making the determinations.
Mortgage servicing rights. The cost of
mortgage loans sold or securitized is allocated between the
mortgage servicing rights and the mortgage loans based on the
relative fair values of each. The fair value of the mortgage
servicing rights is determined by using a discounted cash flow
model, which estimates the present value of the future net cash
flows of the servicing portfolio, about which management must
make assumptions considering future expectations based on
various factors, such as servicing costs, expected prepayment
speeds and discount rates.
Mortgage servicing rights are amortized in proportion to, and
over the period of, estimated net servicing income. Management
periodically evaluates mortgage servicing rights for impairment
by stratifying the loans by original maturity, interest rate and
loan type. Impairment is measured by estimating the fair value
of each pool, taking into consideration the estimated level of
prepayments based upon current industry expectations. An
impairment allowance is recorded for a pool when, and in an
amount which, its fair value is less than its carrying value.
The value of mortgage servicing rights is subject to prepayment
risk. Future expected net cash flows from servicing a loan will
not be realized if the loan pays off earlier than anticipated.
Since most of these loans do not contain prepayment penalties,
United Community receives no economic benefit if the loan pays
off earlier than anticipated.
Goodwill. For acquisitions, we are required to
record the assets acquired, including identified intangible
assets, and the liabilities assumed at their fair value. These
often involve estimates based on third-party valuations, such as
appraisals, or internal valuations based on discounted cash flow
analyses or other valuation techniques that may include
estimates of attrition, inflation, asset growth rates, or other
relevant factors. In addition, the determination of the useful
lives intangible assets will be amortized is subjective. Under
GAAP, goodwill and indefinite-lived assets recorded must be
reviewed for impairment on an annual basis, as well as on an
interim basis if events or changes indicate that the asset might
be impaired. An impairment loss must be recognized for any
excess of carrying value over fair value of the goodwill or the
indefinite-lived intangible asset. The determination of fair
values is based on internal valuations using managements
assumptions of future growth rates, future attrition, discount
rates, multiples of earnings or other relevant factors.
Changes in these factors, as well as downturns in economic or
business conditions, could have a significant adverse impact on
the carrying values of goodwill or intangible assets and could
result in impairment losses affecting the financials of United
Community as a whole and the individual lines of business in
which the goodwill or intangibles reside.
Income taxes. We are subject to the income tax
laws of the United States, its states and the municipalities in
which we operate. These tax laws are complex and subject to
different interpretations by the taxpayer and the relevant
government taxing authorities. We review income tax expense and
the carrying value of deferred tax assets quarterly, and as new
information becomes available, the balances are adjusted as
appropriate. On January 1, 2007, we adopted guidance to
account for uncertain tax positions. This guidance prescribes a
recognition threshold of
38
more-likely-than-not, and a measurement attribute for all tax
positions taken or expected to be taken on a tax return, in
order for those tax positions to be recognized in the financial
statements. See Note 15 to the Consolidated Financial
Statements for a further description of our provision and
related income tax assets and liabilities.
In establishing a provision for income tax expense, we must make
judgments and interpretations about the application of these
inherently complex tax laws. We must also make estimates about
when in the future certain items will affect taxable income in
the various tax jurisdictions. Disputes over interpretations of
the tax laws may be subject to review/adjudication by the court
systems of the various tax jurisdictions or may be settled with
the taxing authority upon examination or audit.
Although management believes that the judgments and estimates
used are reasonable, actual results could differ and we may be
exposed to losses or gains that could be material. To the extent
we prevail in matters for which reserves have been established,
or are required to pay amounts in excess of our reserves, our
effective income tax rate in a given financial statement period
could be materially affected. An unfavorable tax settlement
would result in an increase in our effective income tax rate in
the period of resolution. A favorable tax settlement would
result in a reduction in our effective income tax rate in the
period of resolution.
Other-than-temporary
impairment. Securities are written down to fair
value when a decline in fair value is
other-than-temporary.
Declines in the fair value of securities below their cost that
are
other-than-temporary
are reflected as realized losses. In estimating
other-than-temporary
losses, management considers: (1) the length of time and
the extent to which the fair value has been less than cost,
(2) the financial condition and near-term prospects of the
issuer, (3) whether the market decline was affected by
macroeconomic conditions, and (4) whether the Company has
the intent to sell the debt security or more likely than not
will be required to sell the debt security before its
anticipated recovery. The assessment of whether an
other-than-temporary
decline exists involves a high degree of subjectivity and
judgment and is based on the information available to management
at a point in time.
39
Yields
Earned and Rates Paid
The following table sets forth certain information relating to
United Communitys average balance sheet and reflects the
average yield on interest earning assets and the average cost of
interest bearing liabilities for the periods indicated. Such
yields and costs are derived by dividing income or expense by
the average balances of interest earning assets or interest
bearing liabilities, respectively, for the periods presented.
Average balances are derived from daily balances. Nonaccruing
loans have been included in the table as loans carrying a zero
yield. Loan fees are included in interest income. The average
balance for securities available for sale is computed using the
carrying value, and the average yield on securities available
for sale has been computed using the historical amortized cost
average balance.
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Year Ended December 31,
|
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|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
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Average
|
|
|
Interest
|
|
|
|
|
|
Average
|
|
|
Interest
|
|
|
|
|
|
Average
|
|
|
Interest
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|
|
|
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|
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Outstanding
|
|
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Earned/
|
|
|
Yield/
|
|
|
Outstanding
|
|
|
Earned/
|
|
|
Yield/
|
|
|
Outstanding
|
|
|
Earned/
|
|
|
Yield/
|
|
|
|
Balance
|
|
|
Paid
|
|
|
Rate
|
|
|
Balance
|
|
|
Paid
|
|
|
Rate
|
|
|
Balance
|
|
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Paid
|
|
|
Rate
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(Dollars in thousands)
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|
|
Interest earning assets:
|
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|
|
|
|
|
|
|
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|
|
|
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|
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|
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|
|
|
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Net loans(1)
|
|
$
|
2,032,669
|
|
|
$
|
118,122
|
|
|
|
5.81
|
%
|
|
$
|
2,231,692
|
|
|
$
|
136,556
|
|
|
|
6.12
|
%
|
|
$
|
2,268,914
|
|
|
$
|
154,252
|
|
|
|
6.80
|
%
|
Loans held for sale
|
|
|
26,898
|
|
|
|
1,006
|
|
|
|
3.74
|
|
|
|
9,674
|
|
|
|
466
|
|
|
|
4.82
|
|
|
|
18,781
|
|
|
|
914
|
|
|
|
4.87
|
|
Securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trading
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
184
|
|
|
|
3
|
|
|
|
1.63
|
|
|
|
482
|
|
|
|
26
|
|
|
|
5.39
|
|
Available for sale
|
|
|
266,121
|
|
|
|
11,455
|
|
|
|
4.30
|
|
|
|
276,396
|
|
|
|
13,652
|
|
|
|
4.94
|
|
|
|
243,059
|
|
|
|
11,818
|
|
|
|
4.86
|
|
Federal Home Loan Bank stock
|
|
|
26,464
|
|
|
|
1,223
|
|
|
|
4.62
|
|
|
|
25,878
|
|
|
|
1,360
|
|
|
|
5.26
|
|
|
|
25,432
|
|
|
|
1,677
|
|
|
|
6.59
|
|
Other interest earning assets
|
|
|
20,634
|
|
|
|
57
|
|
|
|
0.28
|
|
|
|
13,135
|
|
|
|
141
|
|
|
|
1.07
|
|
|
|
2,247
|
|
|
|
128
|
|
|
|
5.70
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest earning assets
|
|
$
|
2,372,786
|
|
|
$
|
131,863
|
|
|
|
5.56
|
%
|
|
$
|
2,556,959
|
|
|
$
|
152,178
|
|
|
|
5.95
|
%
|
|
$
|
2,558,915
|
|
|
$
|
168,815
|
|
|
|
6.60
|
%
|
Assets of discontinued operations
|
|
|
1,034
|
|
|
|
|
|
|
|
|
|
|
|
22,965
|
|
|
|
|
|
|
|
|
|
|
|
22,225
|
|
|
|
|
|
|
|
|
|
Non-interest earning assets
|
|
|
131,881
|
|
|
|
|
|
|
|
|
|
|
|
144,096
|
|
|
|
|
|
|
|
|
|
|
|
141,154
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
2,505,701
|
|
|
|
|
|
|
|
|
|
|
$
|
2,724,020
|
|
|
|
|
|
|
|
|
|
|
$
|
2,722,294
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Checking accounts
|
|
$
|
382,076
|
|
|
$
|
4,297
|
|
|
|
1.12
|
%
|
|
$
|
426,790
|
|
|
$
|
9,475
|
|
|
|
2.22
|
%
|
|
$
|
397,290
|
|
|
$
|
13,907
|
|
|
|
3.50
|
%
|
Savings accounts
|
|
|
194,957
|
|
|
|
933
|
|
|
|
0.48
|
|
|
|
180,010
|
|
|
|
811
|
|
|
|
0.45
|
|
|
|
185,949
|
|
|
|
769
|
|
|
|
0.41
|
|
Certificates of deposit
|
|
|
1,112,042
|
|
|
|
40,755
|
|
|
|
3.66
|
|
|
|
1,169,403
|
|
|
|
49,953
|
|
|
|
4.27
|
|
|
|
1,125,117
|
|
|
|
53,376
|
|
|
|
4.74
|
|
Federal Home Loan Bank advances
|
|
|
314,237
|
|
|
|
5,797
|
|
|
|
1.84
|
|
|
|
384,260
|
|
|
|
12,358
|
|
|
|
3.22
|
|
|
|
448,714
|
|
|
|
21,493
|
|
|
|
4.79
|
|
Repurchase agreements and other
|
|
|
106,631
|
|
|
|
4,167
|
|
|
|
3.91
|
|
|
|
146,233
|
|
|
|
6,319
|
|
|
|
4.32
|
|
|
|
136,135
|
|
|
|
6,558
|
|
|
|
4.82
|
|
Total interest bearing liabilities
|
|
$
|
2,109,943
|
|
|
$
|
55,949
|
|
|
|
2.65
|
%
|
|
$
|
2,306,696
|
|
|
$
|
78,916
|
|
|
|
3.42
|
%
|
|
$
|
2,293,205
|
|
|
$
|
96,103
|
|
|
|
4.19
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities of discontinued operations
|
|
|
1,770
|
|
|
|
|
|
|
|
|
|
|
|
8,290
|
|
|
|
|
|
|
|
|
|
|
|
4,710
|
|
|
|
|
|
|
|
|
|
Non-interest bearing liabilities
|
|
|
151,437
|
|
|
|
|
|
|
|
|
|
|
|
135,861
|
|
|
|
|
|
|
|
|
|
|
|
136,858
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
$
|
2,263,150
|
|
|
|
|
|
|
|
|
|
|
$
|
2,450,847
|
|
|
|
|
|
|
|
|
|
|
$
|
2,434,773
|
|
|
|
|
|
|
|
|
|
Shareholders equity
|
|
|
242,551
|
|
|
|
|
|
|
|
|
|
|
|
273,173
|
|
|
|
|
|
|
|
|
|
|
|
287,521
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and equity
|
|
$
|
2,505,701
|
|
|
|
|
|
|
|
|
|
|
$
|
2,724,020
|
|
|
|
|
|
|
|
|
|
|
$
|
2,722,294
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
interest rate spread
|
|
|
|
|
|
$
|
75,914
|
|
|
|
2.91
|
%
|
|
|
|
|
|
$
|
73,262
|
|
|
|
2.53
|
%
|
|
|
|
|
|
$
|
72,712
|
|
|
|
2.41
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest margin
|
|
|
|
|
|
|
|
|
|
|
3.20
|
%
|
|
|
|
|
|
|
|
|
|
|
2.87
|
%
|
|
|
|
|
|
|
|
|
|
|
2.84
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average interest earning assets to average interest bearing
liabilities
|
|
|
|
|
|
|
|
|
|
|
112.46
|
%
|
|
|
|
|
|
|
|
|
|
|
110.85
|
%
|
|
|
|
|
|
|
|
|
|
|
111.59
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Nonaccrual loans are included in the average balance. |
40
The table below describes the extent to which changes in
interest rates and changes in volume of interest earning assets
and interest bearing liabilities have affected United
Communitys interest income and interest expense during the
periods indicated. For each category of interest earning assets
and interest bearing liabilities, information is provided on
changes attributable to (i) changes in volume (change in
volume multiplied by prior period rate), (ii) changes in
rate (change in rate multiplied by prior period volume) and
(iii) total changes in rate and volume. The combined
effects of changes in both volume and rate, which cannot be
separately identified, have been allocated in proportion to the
changes due to volume and rate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
2009 vs. 2008
|
|
|
2008 vs. 2007
|
|
|
|
Increase
|
|
|
Total
|
|
|
Increase
|
|
|
Total
|
|
|
|
(Decrease) Due to
|
|
|
Increase
|
|
|
(Decrease) Due to
|
|
|
Increase
|
|
|
|
Rate
|
|
|
Volume
|
|
|
(Decrease)
|
|
|
Rate
|
|
|
Volume
|
|
|
(Decrease)
|
|
|
|
|
|
|
|
|
|
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
Interest earning assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans
|
|
$
|
(6,648
|
)
|
|
$
|
(11,786
|
)
|
|
$
|
(18,434
|
)
|
|
$
|
(15,201
|
)
|
|
$
|
(2,495
|
)
|
|
$
|
(17,696
|
)
|
Loans held for sale
|
|
|
(78
|
)
|
|
|
618
|
|
|
|
540
|
|
|
|
(9
|
)
|
|
|
(439
|
)
|
|
|
(448
|
)
|
Securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trading
|
|
|
(2
|
)
|
|
|
(1
|
)
|
|
|
(3
|
)
|
|
|
(12
|
)
|
|
|
(11
|
)
|
|
|
(23
|
)
|
Available for sale
|
|
|
(1,704
|
)
|
|
|
(493
|
)
|
|
|
(2,197
|
)
|
|
|
191
|
|
|
|
1,643
|
|
|
|
1,834
|
|
Federal Home Loan Bank stock
|
|
|
(169
|
)
|
|
|
32
|
|
|
|
(137
|
)
|
|
|
(347
|
)
|
|
|
30
|
|
|
|
(317
|
)
|
Other interest earning assets
|
|
|
(363
|
)
|
|
|
279
|
|
|
|
(84
|
)
|
|
|
(3
|
)
|
|
|
16
|
|
|
|
13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest earning assets
|
|
$
|
(8,964
|
)
|
|
$
|
(11,351
|
)
|
|
$
|
(20,315
|
)
|
|
$
|
(15,381
|
)
|
|
$
|
(1,256
|
)
|
|
$
|
(16,637
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Checking accounts
|
|
$
|
(4,271
|
)
|
|
$
|
(907
|
)
|
|
$
|
(5,178
|
)
|
|
$
|
(5,561
|
)
|
|
$
|
1,129
|
|
|
$
|
(4,432
|
)
|
Savings accounts
|
|
|
52
|
|
|
|
70
|
|
|
|
122
|
|
|
|
65
|
|
|
|
(23
|
)
|
|
|
42
|
|
Certificates of deposit
|
|
|
(6,837
|
)
|
|
|
(2,361
|
)
|
|
|
(9,198
|
)
|
|
|
(5,661
|
)
|
|
|
2,238
|
|
|
|
(3,423
|
)
|
Federal Home Loan Bank advances
|
|
|
(4,597
|
)
|
|
|
(1,964
|
)
|
|
|
(6,561
|
)
|
|
|
(6,356
|
)
|
|
|
(2,779
|
)
|
|
|
(9,135
|
)
|
Repurchase agreements and other
|
|
|
(562
|
)
|
|
|
(1,590
|
)
|
|
|
(2,152
|
)
|
|
|
(854
|
)
|
|
|
615
|
|
|
|
(239
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest bearing liabilities
|
|
$
|
(16,215
|
)
|
|
$
|
(6,752
|
)
|
|
$
|
(22,967
|
)
|
|
$
|
(18,367
|
)
|
|
$
|
1,180
|
|
|
$
|
(17,187
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in net interest income
|
|
|
|
|
|
|
|
|
|
$
|
2,652
|
|
|
|
|
|
|
|
|
|
|
$
|
550
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contractual
Obligations, Commitments, Contingent Liabilities and Off-balance
Sheet Arrangements
The following table presents, as of December 31, 2009,
United Communitys significant fixed and determinable
contractual obligations by payment date. The payment amounts
represent those amounts contractually due to the recipient and
do not include any unamortized premiums or discounts or other
similar carrying value adjustments. Further detail of the nature
of each obligation is included in the referenced note to the
consolidated financial statements.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments Due In
|
|
|
|
Note
|
|
|
One Year
|
|
|
One to
|
|
|
Three to
|
|
|
Over
|
|
|
|
|
|
|
Reference
|
|
|
or Less
|
|
|
Three Years
|
|
|
Five Years
|
|
|
Five Years
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
Operating leases
|
|
|
9
|
|
|
$
|
528
|
|
|
$
|
1,171
|
|
|
$
|
542
|
|
|
$
|
1,981
|
|
|
$
|
4,222
|
|
Deposits without a stated maturity
|
|
|
11
|
|
|
|
729,512
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
729,512
|
|
Certificates of deposit
|
|
|
11
|
|
|
|
637,275
|
|
|
|
357,022
|
|
|
|
45,692
|
|
|
|
|
|
|
|
1,039,989
|
|
Federal Home Loan Bank advances
|
|
|
12
|
|
|
|
153,118
|
|
|
|
7,161
|
|
|
|
10,702
|
|
|
|
50,342
|
|
|
|
221,323
|
|
Repurchase agreements and other borrowings
|
|
|
13
|
|
|
|
6,833
|
|
|
|
|
|
|
|
|
|
|
|
90,000
|
|
|
|
96,833
|
|
Discussion of loan commitments is included in Note 6 to the
consolidated financial statements. In addition, United Community
has commitments under benefit plans as described in Note 18
to the consolidated financial statements.
41
|
|
Item 7A.
|
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 Communitys 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 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, 2009, 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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2009
|
|
|
|
NPV as % of Portfolio Value of Assets
|
|
|
Next 12 Months Net Interest Income
|
|
|
|
|
|
|
Internal Policy
|
|
|
|
|
|
|
|
|
Internal Policy
|
|
|
|
|
Change in Rates (Basis Points)
|
|
NPV Ratio
|
|
|
Limitations
|
|
|
Change in %
|
|
|
$ Change
|
|
|
Limitations
|
|
|
% Change
|
|
|
|
(Dollars in thousands)
|
|
|
+300
|
|
|
8.19
|
%
|
|
|
6.00
|
%
|
|
|
(1.76
|
)%
|
|
$
|
(4,414
|
)
|
|
|
(15.00
|
)%
|
|
|
(5.67
|
)%
|
+200
|
|
|
9.31
|
|
|
|
7.00
|
|
|
|
(0.64
|
)
|
|
|
(2,125
|
)
|
|
|
(10.00
|
)
|
|
|
(2.73
|
)
|
+100
|
|
|
10.03
|
|
|
|
7.00
|
|
|
|
0.08
|
|
|
|
(640
|
)
|
|
|
(5.00
|
)
|
|
|
(0.82
|
)
|
Static
|
|
|
9.95
|
|
|
|
7.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Due to a low interest rate environment, it was not possible to
calculate results for a drop in interest rates.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2008
|
|
|
|
NPV as % of Portfolio Value of Assets
|
|
|
Next 12 Months Net Interest Income
|
|
|
|
|
|
|
Internal Policy
|
|
|
|
|
|
|
|
|
Internal Policy
|
|
|
|
|
Change in Rates (Basis Points)
|
|
NPV Ratio
|
|
|
Limitations
|
|
|
Change in %
|
|
|
$ Change
|
|
|
Limitations
|
|
|
% Change
|
|
|
|
(Dollars in thousands)
|
|
|
+300
|
|
|
7.37
|
%
|
|
|
5.00
|
%
|
|
|
(1.38
|
)%
|
|
$
|
(1,879
|
)
|
|
|
(15.00
|
)%
|
|
|
(2.48
|
)%
|
+200
|
|
|
8.35
|
|
|
|
6.00
|
|
|
|
(0.40
|
)
|
|
|
(734
|
)
|
|
|
(10.00
|
)
|
|
|
(0.97
|
)
|
+100
|
|
|
8.99
|
|
|
|
6.00
|
|
|
|
0.24
|
|
|
|
60
|
|
|
|
(5.00
|
)
|
|
|
0.08
|
|
Static
|
|
|
8.75
|
|
|
|
7.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
42
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 significantly affected by changes in market interest
rates and other economic factors beyond its control.
Accordingly, Home Savings earnings could be adversely
affected during a continued period of rising interest rates.
Liquidity
and Capital
United Communitys liquidity, primarily represented by cash
and cash equivalents, is a result of its operating, investing
and financing activities. These activities are summarized below
for the years ended December 31, 2009, 2008 and 2007.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
|
(Dollars in thousands)
|
|
|
Net income (loss)
|
|
$
|
(16,773
|
)
|
|
$
|
(35,279
|
)
|
|
$
|
4,133
|
|
Adjustments to reconcile net income to net cash from operating
activities
|
|
|
62,892
|
|
|
|
63,802
|
|
|
|
46,074
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash from operating activities
|
|
|
46,119
|
|
|
|
28,523
|
|
|
|
50,207
|
|
Net cash from investing activities
|
|
|
216,699
|
|
|
|
96,692
|
|
|
|
(106,616
|
)
|
Net cash from financing activities
|
|
|
(261,161
|
)
|
|
|
(115,300
|
)
|
|
|
56,200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in cash and cash equivalents
|
|
|
1,657
|
|
|
|
9,915
|
|
|
|
(209
|
)
|
Cash and cash equivalents at beginning of year
|
|
|
43,417
|
|
|
|
33,502
|
|
|
|
33,711
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of year
|
|
$
|
45,074
|
|
|
$
|
43,417
|
|
|
$
|
33,502
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 managements 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 December 31, 2009, approximately
$637.3 million of Home Savings certificates of
deposit are 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 which 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.
United Communitys liquidity remained strong in 2009 due
primarily to declines on loan volume along with decreases in
outstanding balances on Federal Home Loan Bank advances and
repurchase agreements and other
43
borrowings. At December 31, 2009, UCFC had total on-hand
liquidity, defined as cash and cash equivalents, unencumbered
securities and additional FHLB borrowing capacity, of
$471.7 million.
On April 30, 2007, United Community announced that its
Board of Directors had approved the purchase of up to 2,000,000
treasury shares to be made in the open market or in negotiated
transactions from time to time, depending on market conditions.
United Community acquired no shares in 2009 and 2008 under this
program. United Community acquired 950,243 common shares for
$9.7 million, during the year ended December 31, 2007.
As of December 31, 2009, United Community had remaining
authorization to repurchase 1,477,804 shares under the
current repurchase program but the OTS Order prohibits United
Community from repurchasing shares without prior OTS approval.
Home Savings is required by federal regulations to meet certain
minimum capital requirements. Minimum regulatory capital
requirements call for tangible capital of 1.5% of average
tangible assets; Tier 1 capital of 4.0% of average total
assets (the Tier 1 Leverage Ratio) and total risk-based
capital (which for Home Savings consists of Tier 1 capital
and a portion of the allowance for loan losses) of 8.0% of
risk-weighted assets (assets are weighted at percentage levels
ranging from 0% to 100% as defined by law and regulation
depending on their relative risk). The Bank Order requires Home
Savings to maintain a Tier 1 Leverage Ratio at a minimum of
8.0% and a total risk-based capital ratio of no less than 12.0%.
At December 31, 2009, Home Savings Tier 1
capital was 8.22% and its total risk-based capital was 12.80%.
Because of the consent to the Bank Order, Home Savings is deemed
adequately capitalized for regulatory capital
purposes. Refer to Note 3 of the Consolidated Financial
Statements for a complete discussion of the limitations of the
regulatory enforcement actions.
The following table summarizes Home Savings regulatory
capital requirements and actual capital at December 31,
2009.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Excess of Actual
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital over Minimum
|
|
|
Applicable
|
|
|
|
Actual Capital
|
|
|
Minimum Requirement
|
|
|
Requirement
|
|
|
Asset Base
|
|
|
|
Amount
|
|
|
Percent
|
|
|
Amount
|
|
|
Percent
|
|
|
Amount
|
|
|
Percent
|
|
|
Total
|
|
|
|
(Dollars in thousands)
|
|
|
Tangible capital
|
|
$
|
198,610
|
|
|
|
8.22
|
%
|
|
$
|
36,247
|
|
|
|
1.50
|
%
|
|
$
|
162,363
|
|
|
|
6.72
|
%
|
|
$
|
2,416,444
|
(1)
|
Tier 1 capital (leverage)
|
|
|
198,610
|
|
|
|
8.22
|
|
|
|
96,658
|
|
|
|
4.00
|
|
|
|
101,952
|
|
|
|
4.22
|
|
|
|
2,416,444
|
(2)
|
Risk-based capital
|
|
|
220,394
|
|
|
|
12.80
|
|
|
|
137,783
|
|
|
|
8.00
|
|
|
|
82,611
|
|
|
|
4.80
|
|
|
|
1,722,286
|
(3)
|
|
|
|
(1) |
|
Average tangible assets for the quarter ended December 31,
2009 |
|
(2) |
|
Average total assets for leverage capital purposes for the
quarter ended December 31, 2009 |
|
(3) |
|
Total risk-weighted assets as of December 31, 2009 |
The following table summarizes Home Savings regulatory
capital requirements pursuant to the Bank Order compared to
actual capital at December 31, 2009.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Excess of Actual
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital over Minimum
|
|
|
Applicable
|
|
|
|
Actual Capital
|
|
|
Minimum Requirement
|
|
|
Requirement
|
|
|
Asset Base
|
|
|
|
Amount
|
|
|
Percent
|
|
|
Amount
|
|
|
Percent
|
|
|
Amount
|
|
|
Percent
|
|
|
Total
|
|
|
|
(Dollars in thousands)
|
|
|
Tier 1 capital (leverage)
|
|
$
|
198,610
|
|
|
|
8.22
|
%
|
|
$
|
193,316
|
|
|
|
8.00
|
%
|
|
$
|
5,294
|
|
|
|
0.22
|
%
|
|
$
|
2,416,444
|
(1)
|
Risk-based capital
|
|
|
220,394
|
|
|
|
12.80
|
|
|
|
206,674
|
|
|
|
12.00
|
|
|
|
13,720
|
|
|
|
0.80
|
|
|
|
1,722,286
|
(2)
|
|
|
|
(1) |
|
Average tangible assets for the quarter ended December 31,
2009 |
|
(2) |
|
Total risk-weighted assets as of December 31, 2009 |
44
|
|
Item 8.
|
Financial
Statements and Supplementary Data
|
CONSOLIDATED
STATEMENTS OF FINANCIAL CONDITION
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
|
(Dollars in thousands)
|
|
|
ASSETS
|
Cash and deposits with banks
|
|
$
|
22,330
|
|
|
$
|
21,745
|
|
Federal funds sold
|
|
|
22,744
|
|
|
|
21,672
|
|
|
|
|
|
|
|
|
|
|
Total cash and cash equivalents
|
|
|
45,074
|
|
|
|
43,417
|
|
|
|
|
|
|
|
|
|
|
Securities:
|
|
|
|
|
|
|
|
|
Available for sale, at fair value
|
|
|
281,348
|
|
|
|
215,731
|
|
Loans held for sale
|
|
|
10,497
|
|
|
|
16,032
|
|
Loans, net of allowance for loan losses of $42,287 and $35,962
|
|
|
1,866,018
|
|
|
|
2,203,453
|
|
Federal Home Loan Bank stock, at cost
|
|
|
26,464
|
|
|
|
26,464
|
|
Premises and equipment, net
|
|
|
23,139
|
|
|
|
25,015
|
|
Accrued interest receivable
|
|
|
9,090
|
|
|
|
10,082
|
|
Real estate owned and other repossessed assets
|
|
|
30,962
|
|
|
|
29,258
|
|
Core deposit intangible
|
|
|
661
|
|
|
|
884
|
|
Cash surrender value of life insurance
|
|
|
26,198
|
|
|
|
25,090
|
|
Assets of discontinued operations Butler Wick
Corp.
|
|
|
|
|
|
|
5,562
|
|
Other assets
|
|
|
18,976
|
|
|
|
17,085
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
2,338,427
|
|
|
$
|
2,618,073
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS EQUITY
|
Liabilities
|
|
|
|
|
|
|
|
|
Deposits:
|
|
|
|
|
|
|
|
|
Non-interest bearing
|
|
$
|
126,779
|
|
|
$
|
106,255
|
|
Interest bearing
|
|
|
1,642,722
|
|
|
|
1,779,676
|
|
|
|
|
|
|
|
|
|
|
Total deposits
|
|
|
1,769,501
|
|
|
|
1,885,931
|
|
Borrowed funds:
|
|
|
|
|
|
|
|
|
Federal Home Loan Bank advances
|
|
|
221,323
|
|
|
|
337,603
|
|
Repurchase agreements and other
|
|
|
96,833
|
|
|
|
125,269
|
|
|
|
|
|
|
|
|
|
|
Total borrowed funds
|
|
|
318,156
|
|
|
|
462,872
|
|
Advance payments by borrowers for taxes and insurance
|
|
|
19,791
|
|
|
|
19,806
|
|
Accrued interest payable
|
|
|
1,421
|
|
|
|
3,077
|
|
Liabilities of discontinued operations Butler Wick
Corp.
|
|
|
|
|
|
|
2,388
|
|
Accrued expenses and other liabilities
|
|
|
9,775
|
|
|
|
9,076
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
2,118,644
|
|
|
|
2,383,150
|
|
|
|
|
|
|
|
|
|
|
Commitments and contingent liabilities (Note 6 and
Note 14)
|
|
|
|
|
|
|
|
|
Shareholders Equity
|
|
|
|
|
|
|
|
|
Preferred stock-no par value; 1,000,000 shares authorized
and unissued
|
|
|
|
|
|
|
|
|
Common stock no par value; 499,000,000 shares
authorized; 37,804,457 shares issued
|
|
|
145,775
|
|
|
|
146,439
|
|
Retained earnings
|
|
|
148,674
|
|
|
|
165,447
|
|
Accumulated other comprehensive income
|
|
|
4,110
|
|
|
|
3,635
|
|
Unearned employee stock ownership plan shares
|
|
|
(5,821
|
)
|
|
|
(7,643
|
)
|
Treasury stock, at cost, 6,906,632 shares
|
|
|
(72,955
|
)
|
|
|
(72,955
|
)
|
|
|
|
|
|
|
|
|
|
Total shareholders equity
|
|
|
219,783
|
|
|
|
234,923
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and shareholders equity
|
|
$
|
2,338,427
|
|
|
$
|
2,618,073
|
|
|
|
|
|
|
|
|
|
|
See Notes to Consolidated Financial Statements.
45
CONSOLIDATED
STATEMENTS OF INCOME
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
|
(In thousands, except per share data)
|
|
|
Interest income
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans
|
|
$
|
118,122
|
|
|
$
|
136,556
|
|
|
$
|
154,252
|
|
Loans held for sale
|
|
|
1,006
|
|
|
|
466
|
|
|
|
914
|
|
Securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Trading
|
|
|
|
|
|
|
3
|
|
|
|
26
|
|
Available for sale
|
|
|
11,455
|
|
|
|
13,652
|
|
|
|
11,818
|
|
Federal Home Loan Bank stock dividends
|
|
|
1,223
|
|
|
|
1,360
|
|
|
|
1,677
|
|
Other interest earning assets
|
|
|
57
|
|
|
|
141
|
|
|
|
128
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest income
|
|
|
131,863
|
|
|
|
152,178
|
|
|
|
168,815
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits
|
|
|
45,985
|
|
|
|
60,239
|
|
|
|
68,052
|
|
Federal Home Loan Bank advances
|
|
|
5,797
|
|
|
|
12,358
|
|
|
|
21,493
|
|
Repurchase agreements and other
|
|
|
4,167
|
|
|
|
6,319
|
|
|
|
6,558
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest expense
|
|
|
55,949
|
|
|
|
78,916
|
|
|
|
96,103
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income
|
|
|
75,914
|
|
|
|
73,262
|
|
|
|
72,712
|
|
Provision for loan losses
|
|
|
49,074
|
|
|
|
25,329
|
|
|
|
28,750
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income after provision for loan losses
|
|
|
26,840
|
|
|
|
47,933
|
|
|
|
43,962
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-interest income
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-deposit investment income
|
|
|
1,424
|
|
|
|
1,624
|
|
|
|
1,429
|
|
Service fees and other charges
|
|
|
8,531
|
|
|
|
6,177
|
|
|
|
7,707
|
|
Net gains (losses):
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities available for sale
|
|
|
1,863
|
|
|
|
1,936
|
|
|
|
(21
|
)
|
Other-than-temporary
loss on equity securities
|
|
|
|
|
|
|
|
|
|
|
|
|
Total impairment loss
|
|
|
(778
|
)
|
|
|
(6,087
|
)
|
|
|
|
|
Loss recognized in other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net impairment loss recognized in earnings
|
|
|
(778
|
)
|
|
|
(6,087
|
)
|
|
|
|
|
Trading securities
|
|
|
|
|
|
|
(38
|
)
|
|
|
31
|
|
Mortgage banking income
|
|
|
6,164
|
|
|
|
2,809
|
|
|
|
2,624
|
|
Real estate owned and other repossessed assets
|
|
|
(7,918
|
)
|
|
|
(4,770
|
)
|
|
|
(1,061
|
)
|
Other income
|
|
|
4,632
|
|
|
|
4,133
|
|
|
|
3,593
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-interest income
|
|
|
13,918
|
|
|
|
5,784
|
|
|
|
14,302
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-interest expense
|
|
|
|
|
|
|
|
|
|
|
|
|
Salaries and employee benefits
|
|
|
30,493
|
|
|
|
32,570
|
|
|
|
33,128
|
|
Goodwill impairment charge
|
|
|
|
|
|
|
33,593
|
|
|
|
|
|
Occupancy
|
|
|
3,669
|
|
|
|
3,731
|
|
|
|
3,443
|
|
Equipment and data processing
|
|
|
6,525
|
|
|
|
6,814
|
|
|
|
6,502
|
|
Franchise tax
|
|
|
2,083
|
|
|
|
2,122
|
|
|
|
2,102
|
|
Advertising
|
|
|
1,136
|
|
|
|
964
|
|
|
|
1,206
|
|
Amortization of core deposit intangible
|
|
|
223
|
|
|
|
285
|
|
|
|
365
|
|
Deposit insurance premiums
|
|
|
7,304
|
|
|
|
3,233
|
|
|
|
215
|
|
Professional fees
|
|
|
3,520
|
|
|
|
3,400
|
|
|
|
2,505
|
|
Real estate owned and other repossessed asset expenses
|
|
|
2,713
|
|
|
|
2,061
|
|
|
|
720
|
|
Other expenses
|
|
|
5,974
|
|
|
|
5,413
|
|
|
|
5,454
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-interest expense
|
|
|
63,640
|
|
|
|
94,186
|
|
|
|
55,640
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes and discontinued
operations
|
|
|
(22,882
|
)
|
|
|
(40,469
|
)
|
|
|
2,624
|
|
Income tax expense (benefit)
|
|
|
(1,160
|
)
|
|
|
(3,240
|
)
|
|
|
910
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) before discontinued operations
|
|
|
(21,722
|
)
|
|
|
(37,229
|
)
|
|
|
1,714
|
|
Discontinued operations
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income of Butler Wick Corp., net of tax
|
|
|
4,949
|
|
|
|
1,950
|
|
|
|
2,419
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
(16,773
|
)
|
|
$
|
(35,279
|
)
|
|
$
|
4,133
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) per share
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic-continuing operations
|
|
$
|
(0.73
|
)
|
|
$
|
(1.26
|
)
|
|
$
|
0.06
|
|
Basic-discontinued operations
|
|
|
0.17
|
|
|
|
0.06
|
|
|
|
0.08
|
|
Basic
|
|
|
(0.56
|
)
|
|
|
(1.20
|
)
|
|
|
0.14
|
|
Diluted-continuing operations
|
|
|
(0.73
|
)
|
|
|
(1.26
|
)
|
|
|
0.06
|
|
Diluted-discontinued operations
|
|
|
0.17
|
|
|
|
0.06
|
|
|
|
0.08
|
|
Diluted
|
|
|
(0.56
|
)
|
|
|
(1.20
|
)
|
|
|
0.14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See Notes to Consolidated Financial Statements.
46
CONSOLIDATED
STATEMENTS OF SHAREHOLDERS EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unearned
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
Employee
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
Stock
|
|
|
|
|
|
|
|
|
|
Shares
|
|
|
Common
|
|
|
Retained
|
|
|
Comprehensive
|
|
|
Ownership
|
|
|
Treasury
|
|
|
|
|
|
|
Outstanding
|
|
|
Stock
|
|
|
Earnings
|
|
|
Income (Loss)
|
|
|
Plan Shares
|
|
|
Stock
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
(In thousands, except per share data)
|
|
|
|
|
|
|
|
|
Balance December 31, 2006
|
|
|
30,977
|
|
|
$
|
145,834
|
|
|
$
|
220,527
|
|
|
$
|
(1,296
|
)
|
|
$
|
(11,287
|
)
|
|
$
|
(72,445
|
)
|
|
$
|
281,333
|
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
4,133
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,133
|
|
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,957
|
|
|
|
|
|
|
|
|
|
|
|
1,957
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,090
|
|
Shares allocated to ESOP participants
|
|
|
|
|
|
|
837
|
|
|
|
|
|
|
|
|
|
|
|
1,822
|
|
|
|
|
|
|
|
2,659
|
|
Purchase of treasury stock
|
|
|
(950
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(9,709
|
)
|
|
|
(9,709
|
)
|
Exercise of stock options
|
|
|
25
|
|
|
|
12
|
|
|
|
(86
|
)
|
|
|
|
|
|
|
|
|
|
|
262
|
|
|
|
188
|
|
Cash dividends paid, $0.3697 per share
|
|
|
|
|
|
|
|
|
|
|
(10,847
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(10,847
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance December 31, 2007
|
|
|
30,052
|
|
|
|
146,683
|
|
|
|
213,727
|
|
|
|
661
|
|
|
|
(9,465
|
)
|
|
|
(81,892
|
)
|
|
|
269,714
|
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
|
|
|
|
|
|
|
|
(35,279
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(35,279
|
)
|
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,974
|
|
|
|
|
|
|
|
|
|
|
|
2,974
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(32,305
|
)
|
Shares allocated to ESOP participants
|
|
|
|
|
|
|
(394
|
)
|
|
|
|
|
|
|
|
|
|
|
1,822
|
|
|
|
|
|
|
|
1,428
|
|
Stock based compensation
|
|
|
|
|
|
|
150
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
150
|
|
Stock dividends paid
|
|
|
846
|
|
|
|
|
|
|
|
(8,937
|
)
|
|
|
|
|
|
|
|
|
|
|
8,937
|
|
|
|
|
|
Cash dividends paid, $0.1386 per share
|
|
|
|
|
|
|
|
|
|
|
(4,064
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,064
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance December 31, 2008
|
|
|
30,898
|
|
|
|
146,439
|
|
|
|
165,447
|
|
|
|
3,635
|
|
|
|
(7,643
|
)
|
|
|
(72,955
|
)
|
|
|
234,923
|
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
|
|
|
|
|
|
|
|
(16,773
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(16,773
|
)
|
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
475
|
|
|
|
|
|
|
|
|
|
|
|
475
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(16,298
|
)
|
Shares allocated to ESOP participants
|
|
|
|
|
|
|
(786
|
)
|
|
|
|
|
|
|
|
|
|
|
1,822
|
|
|
|
|
|
|
|
1,036
|
|
Stock based compensation
|
|
|
|
|
|
|
122
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
122
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance December 31, 2009
|
|
|
30,898
|
|
|
$
|
145,775
|
|
|
$
|
148,674
|
|
|
$
|
4,110
|
|
|
$
|
(5,821
|
)
|
|
$
|
(72,955
|
)
|
|
$
|
219,783
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See Notes to Consolidated Financial Statements.
47
CONSOLIDATED
STATEMENTS OF CASH FLOWS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
|
(In thousands)
|
|
|
Cash Flows from Operating Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
(16,773
|
)
|
|
$
|
(35,279
|
)
|
|
$
|
4,133
|
|
Adjustments to reconcile net income to net cash provided by
operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for loan losses
|
|
|
49,074
|
|
|
|
25,329
|
|
|
|
28,750
|
|
Net gains on loans
|
|
|
(6,164
|
)
|
|
|
(2,809
|
)
|
|
|
(2,624
|
)
|
Net losses on real estate owned and other repossessed assets
|
|
|
7,918
|
|
|
|
4,763
|
|
|
|
1,053
|
|
Net losses on other assets
|
|
|
(17
|
)
|
|
|
(1,891
|
)
|
|
|
(14
|
)
|
Other than temporary impairment of securities available for sale
|
|
|
778
|
|
|
|
6,087
|
|
|
|
|
|
Amortization of premiums and accretion of discounts
|
|
|
2,710
|
|
|
|
5,312
|
|
|
|
3,334
|
|
Depreciation and amortization
|
|
|
2,148
|
|
|
|
2,532
|
|
|
|
2,778
|
|
Federal Home Loan Bank stock dividends
|
|
|
|
|
|
|
(1,032
|
)
|
|
|
|
|
Decrease in interest receivable
|
|
|
992
|
|
|
|
2,905
|
|
|
|
689
|
|
(Decrease) increase in interest payable
|
|
|
(1,656
|
)
|
|
|
(4,760
|
)
|
|
|
4,996
|
|
Decrease (increase) in net deferred tax assets
|
|
|
3,795
|
|
|
|
401
|
|
|
|
(6,723
|
)
|
(Increase) decrease in prepaid and other assets
|
|
|
(6,822
|
)
|
|
|
(3,744
|
)
|
|
|
5,427
|
|
Increase (decrease) in other liabilities
|
|
|
142
|
|
|
|
(1,797
|
)
|
|
|
(13,700
|
)
|
Decrease in trading securities
|
|
|
|
|
|
|
274
|
|
|
|
289
|
|
Stock based compensation
|
|
|
122
|
|
|
|
150
|
|
|
|
|
|
Goodwill impairment charges
|
|
|
|
|
|
|
33,593
|
|
|
|
|
|
Net principal disbursed on loans originated for sale
|
|
|
(344,121
|
)
|
|
|
(160,276
|
)
|
|
|
(205,994
|
)
|
Proceeds from sale of loans sold
|
|
|
357,906
|
|
|
|
156,553
|
|
|
|
224,632
|
|
ESOP compensation
|
|
|
1,036
|
|
|
|
1,428
|
|
|
|
2,659
|
|
Operating cash flows from discontinued operations
|
|
|
(4,949
|
)
|
|
|
784
|
|
|
|
522
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash from operating activities
|
|
|
46,119
|
|
|
|
28,523
|
|
|
|
50,207
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Investing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from principal repayments and maturities of:
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities available for sale
|
|
|
56,199
|
|
|
|
50,569
|
|
|
|
56,982
|
|
Proceeds from sale of:
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities available for sale
|
|
|
73,630
|
|
|
|
139,938
|
|
|
|
16,899
|
|
Real estate owned and other repossessed assets
|
|
|
13,570
|
|
|
|
12,917
|
|
|
|
6,035
|
|
Loans transferred from portfolio to held for sale
|
|
|
69,621
|
|
|
|
77,736
|
|
|
|
|
|
Purchases of:
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities available for sale
|
|
|
(196,295
|
)
|
|
|
(167,141
|
)
|
|
|
(77,641
|
)
|
Principal disbursed on loans, net of repayments
|
|
|
197,152
|
|
|
|
58,371
|
|
|
|
80,922
|
|
Loans purchased
|
|
|
(4,365
|
)
|
|
|
(86,758
|
)
|
|
|
(184,892
|
)
|
Purchases of premises and equipment
|
|
|
(936
|
)
|
|
|
(925
|
)
|
|
|
(4,903
|
)
|
Investing cash flows from discontinued operations
|
|
|
8,123
|
|
|
|
11,985
|
|
|
|
(18
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash from investing activities
|
|
|
216,699
|
|
|
|
96,692
|
|
|
|
(106,616
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Financing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in checking, savings and money market
accounts
|
|
|
68,837
|
|
|
|
(43,969
|
)
|
|
|
35,824
|
|
Net (decrease) increase in certificates of deposit
|
|
|
(185,267
|
)
|
|
|
54,694
|
|
|
|
16,450
|
|
Net (decrease) increase in advance payments by borrowers for
taxes and insurance
|
|
|
(15
|
)
|
|
|
1,953
|
|
|
|
381
|
|
Proceeds from Federal Home Loan Bank advances
|
|
|
737,800
|
|
|
|
718,900
|
|
|
|
737,953
|
|
Repayment of Federal Home Loan Bank advances
|
|
|
(854,080
|
)
|
|
|
(818,550
|
)
|
|
|
(765,953
|
)
|
Net change in repurchase agreements and other borrowings
|
|
|
(28,436
|
)
|
|
|
(24,264
|
)
|
|
|
51,925
|
|
Cash dividends paid
|
|
|
|
|
|
|
(4,064
|
)
|
|
|
(10,847
|
)
|
Proceeds from exercise of stock options
|
|
|
|
|
|
|
|
|
|
|
176
|
|
Purchase of treasury stock
|
|
|
|
|
|
|
|
|
|
|
(9,709
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash from financing activities
|
|
|
(261,161
|
)
|
|
|
(115,300
|
)
|
|
|
56,200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in cash and cash equivalents
|
|
|
1,657
|
|
|
|
9,915
|
|
|
|
(209
|
)
|
Cash and cash equivalents, beginning of year
|
|
|
43,417
|
|
|
|
33,502
|
|
|
|
33,711
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of year
|
|
$
|
45,074
|
|
|
$
|
43,417
|
|
|
$
|
33,502
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See Notes to Consolidated Financial Statements.
48
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
|
|
1.
|
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
|
The accounting policies of United Community Financial Corp.
(United Community), a unitary savings and loan holding company
and The Home Savings and Loan Company of Youngstown, Ohio (Home
Savings), an Ohio chartered savings bank, conform to
U.S. generally accepted accounting principles and
prevailing practices within the banking and thrift industries. A
summary of the more significant accounting policies follows.
Nature
of Operations
United Community was incorporated under Ohio law in February
1998 by Home Savings in connection with the conversion of Home
Savings from an Ohio mutual savings and loan association to an
Ohio capital stock savings and loan association (Conversion).
Upon consummation of the Conversion on July 8, 1998, United
Community became the unitary savings and loan holding company
for Home Savings. The business of Home Savings is providing
consumer and business banking service to its market area in Ohio
and western Pennsylvania. At the end of 2009, Home Savings was
doing business through 39 full-service banking branches and six
loan production offices. Loans and deposits are primarily
generated from the areas where banking branches are located.
Substantially all loans are secured by specific items of
collateral including business assets, consumer assets, and
commercial and residential real estate. Commercial loans are
expected to be repaid from cash flow from operations of
businesses. There are no significant concentrations of loans to
any one industry or customer. However, the customers
ability to repay their loans is dependent on the real estate and
general economic conditions in the market area. Home Savings
derives its income predominantly from interest on loans,
securities, and to a lesser extent, non-interest income. Home
Savings principal expenses are interest paid on deposits,
Federal Home Loan Bank advances, and normal operating costs.
Consistent with internal reporting, Home Savings
operations are reported in one operating segment, which is
banking services.
On August 12, 1999, United Community acquired Butler Wick
Corp. (Butler Wick), the parent company for two wholly owned
subsidiaries: Butler Wick & Co., Inc. and Butler Wick
Trust Company. On December 31, 2008, the Company
completed the sale of Butler Wick & Co., Inc., to
Stifel Financial Corp. for $12.0 million. On March 31,
2009, the Company completed the sale of Butler Wick Trust for
$12.1 million. As a result, Butler Wick has been reported
as a discontinued operation and consolidated financial statement
information for all periods presented has been reclassified to
reflect this presentation.
Basis
of Presentation
The consolidated financial statements include the accounts of
United Community and its subsidiaries. All material
inter-company transactions have been eliminated. Certain prior
period data has been reclassified to conform to current period
presentation.
Use of
Estimates in the Preparation of Financial
Statements
The preparation of financial statements in conformity with
U.S. generally accepted accounting principles requires
management to make estimates and assumptions based on available
information. These estimates and assumptions affect the amounts
reported in the financial statements and the disclosures
provided, and future results could differ. The allowance for
loan losses, fair value of financial instruments, fair value of
servicing rights, fair value of other real estate owned and
other repossessed assets, realizability of deferred tax assets,
and status of contingencies are particularly subject to change.
Securities
Securities are classified as available for sale or trading upon
their acquisition. Securities are classified as available for
sale when they might be sold before maturity. Securities
available for sale are carried at estimated fair value with the
unrealized holding gain or loss reported in other comprehensive
income, net of tax. Securities classified as trading are held
principally for resale in the near term and are recorded at fair
market value with any changes in fair value included in income.
Quoted market prices are used to determine the fair value of
trading
49
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
securities. Restricted securities such as Federal Home Loan Bank
stock are carried at cost. Interest income includes amortization
of purchase premium or discount on debt securities. Premiums or
discounts are amortized on the level-yield method without
anticipating prepayments. Gains and losses on sales are recorded
on the trade date and are based on the amortized cost of the
individual security sold.
Management evaluates securities for
other-than-temporary
impairment (OTTI) at least on a quarterly basis, and more
frequently when economic or market conditions warrant such an
evaluation.
Loans
Held for Sale
Loans held for sale primarily consist of residential mortgage
loans originated for sale and other loans which have been
identified for sale. These loans are carried at the lower of
cost or fair value, determined in the aggregate. Net unrealized
losses, if any, are recorded as a valuation allowance and
charged to earnings.
Mortgage loans held for sale are sold with either servicing
rights retained or servicing released. The carrying value of
mortgage loans sold is reduced by the amount allocated to the
servicing right. Gains and losses on sales of mortgage loans are
based on the difference between the selling price and the
carrying value of the related loan sold.
Loans
Loans that management has the intent and ability to hold for the
foreseeable future or until maturity or payoff are reported at
the outstanding principal balance, net of purchase premiums or
discounts, deferred loan fees and costs, and an allowance for
loan losses. Interest income is accrued on the unpaid principal
balance. Loan origination fees, net of certain direct
origination costs, are deferred and recognized in interest
income using the level-yield method without anticipating
prepayments.
Interest income includes amortization of net deferred loan fees
and costs over the loan term. The accrual of interest income on
mortgage and commercial loans is discontinued at the time the
loan is 90 days delinquent unless the loan is both well
secured and in process of collection. Consumer loans are
typically charged off no later than 180 days past due. Past
due status is based on the contractual terms of the loan. In all
cases, loans are placed on nonaccrual or charged-off at an
earlier date if collection of principal or interest is
considered doubtful. Nonaccrual loans and loans past due
90 days still on accrual include both smaller balance
homogeneous loans that are collectively evaluated for impairment
and individually classified impaired loans. A loan is moved to
nonaccrual status in accordance with the Companys policy,
typically after 90 days of non-payment.
All interest accrued but not received for a loan placed on
nonaccrual is reversed against interest income. Nonaccrual loans
are comprised principally of loans 90 days past due as well
as certain loans which are less than 90 days past due, but
where serious doubt exists as to the ability of the borrowers to
comply with the repayment terms. Interest received on such loans
is accounted for on the cash-basis or cost-recovery method,
until qualifying for return to accrual. Loans are returned to
accrual status when future payments are reasonably assured.
Concentration
of Credit Risk
Most of the Companys business activity is with customers
located within Home Savings market area. Therefore, the
Companys exposure to credit risk is significantly affected
by changes in the economy in Northeast Ohio.
Allowance
for Loan Losses
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
50
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
factors. Allocations of the allowance may be made for specific
loans, but the entire allowance is available for any loan that,
in managements judgment, should be charged-off.
The allowance consists of specific and general components. The
specific component relates to loans that are individually
classified as impaired or loans otherwise classified as
substandard or doubtful. The general component covers
non-classified
loans and is based on historical loss experience adjusted for
current factors.
A loan is impaired when, based on current information and
events, it is probable that the Company will be unable to
collect all amounts due according to the contractual terms of
the loan agreement. Loans for which the terms have been
modified, and for which the borrower is experiencing financial
difficulties, are considered troubled debt restructurings and
classified as impaired. Factors considered by management in
determining impairment include payment status, collateral value,
and the probability of collecting scheduled principal and
interest payments when due. Loans that experience insignificant
payment delays and payment shortfalls generally are not
classified as impaired. Management determines the significance
of payment delays and payment shortfalls on a
case-by-case
basis, taking into consideration all of the facts and
circumstances surrounding the loan and the borrower, including
the length of the delay, the reasons for the delay, the
borrowers prior payment record, and the amount of
shortfall in relation to the principal and interest owed.
Impairment is measured on a
loan-by-loan
basis for commercial and construction loans by either the
present value of expected future cash flows discounted at the
loans effective interest rate or the fair value of the
collateral if the loan is collateral dependent. Impairment of
troubled debt restructurings is measured by the present value of
estimated future cash flows using the loans effective rate
at inception.
Servicing
Assets
Servicing assets are recognized as separate assets when rights
are acquired through purchase or sale of financial assets.
Servicing rights are initially recorded at fair value with the
income statement effect recorded in gains on sales of loans.
Fair value is based on market prices for comparable mortgage
servicing contracts, when available, or alternatively, is based
on a valuation model that calculates the present value of
estimated future net servicing income. The valuation model
incorporates assumptions that market participants would use in
estimating future net servicing income, such as the cost to
service, discount rate, the custodial earnings rate, an
inflation rate, ancillary income, prepayment speeds and default
rates and losses. Capitalized servicing rights are reported in
other assets and are amortized into non-interest income in
proportion to, and over the period of, the estimated future net
servicing income of the underlying assets.
Servicing assets are evaluated for impairment based upon the
fair value of the rights as compared to carrying amount.
Impairment is determined by stratifying rights into tranches
based on predominant risk characteristics, such as original
maturity, interest rate and loan type. Impairment is recognized
through a valuation allowance for an individual tranche. If
United Community later determines that all or a portion of the
impairment no longer exists for a particular tranche, a
reduction of the allowance may be recorded as an increase to
income.
Servicing fee income is recorded for fees earned for servicing
loans. The fees are based on a contractual percentage of the
outstanding principal, or a fixed amount per loan, and are
recorded as income when earned. The amortization of mortgage
servicing rights is netted against loan servicing fee income.
Transfers
of Financial Assets
Transfers of financial assets are accounted for as sales when
control over the assets has been relinquished. Control over
transferred assets is deemed to be surrendered when the assets
have been isolated from the Company, the transferee obtains the
right (free of conditions that constrain it from taking
advantage of that right) to pledge or exchange the transferred
assets, and the Company does not maintain effective control over
the transferred assets through an agreement to repurchase them
before their maturity.
51
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Premises
and Equipment
Land is carried at cost. Premises and equipment are stated at
cost less accumulated depreciation and amortization. Buildings
and related components are depreciated and amortized using the
straight-line method over the useful lives, generally ranging
from 20 years to 40 years (or term of the lease, if
shorter) of the related assets. Furniture and fixtures are
depreciated using the straight-line method with useful lives
ranging from three to five years.
Federal
Home Loan Bank (FHLB) stock
The Bank is a member of the FHLB system. Members are required to
own a certain amount of stock based on the level of borrowings
and other factors, and may invest in additional amounts. FHLB
stock is carried at cost, classified as a restricted security,
and periodically evaluated for impairment based on ultimate
recovery of par value. Both cash and stock dividends are
reported as income.
Real
Estate Owned and Other Repossessed Assets
Real estate owned, including property acquired in settlement of
foreclosed loans, is carried at the lower of cost or fair value
less estimated cost to sell after foreclosure, establishing a
new cost basis. If fair value declines after acquisition, a
valuation allowance is recorded through expense. Costs relating
to the development and improvement of real estate owned are
capitalized, whereas costs relating to holding and maintaining
the properties are charged to expense. Other repossessed assets
are carried at the lower of cost or estimated fair value less
estimated cost to sell after acquisition.
Goodwill
and Core Deposit Intangible
Goodwill resulting from business combinations prior to
January 1, 2009 represents the excess of the purchase price
over the fair value of the net assets of businesses acquired.
Goodwill and intangible assets acquired in a purchase business
combination and determined to have an indefinite useful life are
not amortized, but tested for impairment at least annually.
Intangible assets with definite useful lives are amortized over
their estimated useful lives to their estimated residual values.
United Community has no goodwill recorded as of
December 31, 2009 or December 31, 2008.
Core deposit intangible assets arose from whole bank
acquisitions. They were initially measured at fair value and are
being amortized on an accelerated method over their estimated
useful lives.
Mortgage
Banking Derivatives
Commitments to fund mortgage loans (interest rate locks) to be
sold into the secondary market and forward commitments for the
future delivery of these mortgage loans are accounted for as
free standing derivatives. Fair values of these mortgage
derivatives are estimated based on changes in mortgage interest
rates from the date the interest rate on the loan is locked. The
Company enters into forward commitments for the future delivery
of mortgage loans when interest rate locks are entered into in
order to hedge the change in interest rates resulting from its
commitments to fund the loans. Changes in the fair values of
these derivatives are included in mortgage banking income on the
Consolidated Statements of Income.
Cash
Surrender Value of Life Insurance
Life insurance is carried on the lives of certain employees
where Home Savings is the beneficiary. Life insurance 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.
52
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
401(k)
Savings Plan
Employee 401(k) and profit sharing plan expense is the amount of
matching contributions and administrative costs to administer
the plan.
Postretirement
Benefit Plans
In addition to Home Savings retirement plans, Home Savings
sponsors a defined benefit health care plan that was curtailed
in 2000 to provide postretirement medical benefits for employees
who worked 20 years and attained a minimum age of 60 by
September 1, 2000, while in service with Home Savings. The
plan is unfunded and, as such, has no assets. Furthermore, the
plan is contributory and contains minor cost-sharing features
such as deductibles and coinsurance. In addition, postretirement
life insurance coverage is provided for employees who were
participants prior to December 10, 1976. The life insurance
plan is non-contributory. Home Savings policy is to pay
premiums monthly, with no pre-funding. The benefit obligation is
measured annually by a third-party actuary.
Long-term
Assets
Premises and equipment and other long term assets
are reviewed for impairment when events indicate their carrying
amounts may not be recoverable from future undiscounted cash
flows. If impaired, the assets are recorded at fair value.
Loan
Fees
Loan origination fees received for loans, net of direct
origination costs, are deferred and amortized to interest income
over the contractual lives of the loans using the level yield
method. Fees received for loan commitments that are expected to
be drawn, based on Home Savings experience with similar
commitments, are deferred and amortized over the lives of the
loans using the level-yield method. Fees for other loan
commitments are deferred and amortized over the loan commitment
period on a straight-line basis. Unamortized deferred loan fees
or costs related to loans paid off are included in income.
Unamortized net fees or costs on loans sold are included in the
basis of the loans in calculating gains and losses. Amortization
of net deferred fees is discontinued for loans that are deemed
to be nonperforming.
Stock
Compensation
Compensation cost is recognized for stock options and restricted
stock awards issued to employees, based on the fair value of
these awards at the date of grant. A Black-Scholes model is
utilized to estimate the fair value of stock options, while the
market price of the Corporations common stock at the date
of grant is used for restricted stock awards. Compensation cost
is recognized over the required service period, generally
defined as the vesting period. For awards with graded vesting,
compensation cost is recognized on a straight-line basis over
the requisite service period for the entire award.
Income
Taxes
Income tax expense is the total of the current year income tax
due or refundable and the change in deferred tax assets and
liabilities. Deferred tax assets and liabilities are the
expected future tax amounts for the temporary differences
between carrying amounts and tax bases of assets and
liabilities, computed using enacted tax rates. A valuation
allowance, if needed, reduces deferred tax assets to the amount
expected to be realized.
The Company adopted guidance issued by the FASB with respect to
accounting for uncertainty in income taxes as of January 1,
2007. A tax position is recognized as a benefit only if it is
more likely than not that the tax position would be
sustained in a tax examination, with a tax examination being
presumed to occur. The amount recognized is the largest amount
of tax benefit that is greater than 50% likely of being realized
on examination. For tax positions not meeting the more
likely than not test, no tax benefit is recorded. The
adoption of this guidance had no effect on United
Communitys financial statements.
53
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The Company recognizes interest
and/or
penalties related to income tax matters in income tax expense.
Employee
Stock Ownership Plan
The cost of shares issued to the Employee Stock Ownership Plan
(ESOP), but not yet allocated to participants, is shown as a
reduction of shareholders equity. Compensation expense is
based on the market price of shares as they are committed to be
released to participant accounts. Dividends on allocated ESOP
shares reduce retained earnings; dividends on unearned ESOP
shares reduce debt and accrued interest.
Stock
Dividends
Stock dividends paid using treasury shares are reported by
reducing retained earnings and treasury shares by the fair value
of the shares issued. The difference between fair value and cost
of treasury shares issued is also reflected as a transfer to or
from retained earnings and treasury shares. There are no
dividends paid on fractional shares. Earnings per share is
affected by the change in the number of shares outstanding. All
prior period share and per share disclosures have been adjusted
to reflect the payment of a stock dividend declared in November
2008.
Dividend
Restriction
Banking regulations require maintaining certain capital levels
and may limit the dividends paid by the bank to the holding
company or by the holding company to shareholders. Pursuant to
the Bank Order and OTS Order discussed in Notes 3 and 16,
Home Savings must obtain regulatory approval prior to paying
dividends to United Community and United Community must obtain
regulatory approval prior to paying dividends to its
shareholders.
Earnings
Per Share
Basic earnings per common share is net income divided by the
weighted average number of common shares outstanding during the
period. ESOP shares are considered outstanding for this
calculation unless unearned. All outstanding unvested
share-based payment awards that contain rights to nonforfeitable
dividends are considered participating securities for this
calculation. Diluted earnings per common share includes the
dilutive effect of additional potential common shares issuable
under stock options. Earnings and dividends per share are
restated for all stock dividends through the date of issuance of
the financial statements.
Statements
of Cash Flows
For purposes of the statement of cash flows, United Community
considers all highly liquid investments with a term of three
months or less to be cash equivalents. Net cash flows are
reported for loan and deposit transactions, trading securities,
margin accounts, short-term borrowings and advance payments by
borrowers for taxes and insurance.
Loss
Contingencies
Loss contingencies, including claims and legal actions arising
in the ordinary course of business, are recorded as liabilities
when the likelihood of loss is probable and an amount or range
of loss can be reasonably estimated. See further discussion at
Note 14.
Fair
Value of Financial Instruments
Fair values of financial instruments are estimated using
relevant market information and other assumptions, as more fully
disclosed in a separate note. Fair value estimates involve
uncertainties and matters of significant judgment regarding
interest rates, credit risk, prepayments, and other factors,
especially in the absence of broad markets for particular items.
Changes in assumptions or in market conditions could
significantly affect the estimates.
54
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Comprehensive
Income
Comprehensive income consists of net income and unrealized gains
and losses on securities available for sale and changes in
unrealized gains and losses on postretirement liabilities, which
are also recognized as separate components of equity.
Off
Balance Sheet Financial Instruments
Financial instruments include off-balance sheet credit
instruments, such as commitments to make loans and commercial
letters of credit, issued to meet customer financing needs. The
face amount for these items represents the exposure to loss,
before considering customer collateral or ability to repay. Such
financial instruments are recorded when they are funded.
New
Accounting Standards
In September 2006, the FASB issued guidance that defines fair
value, establishes a framework for measuring fair value and
expands disclosures about fair value measurements. This guidance
also establishes a fair value hierarchy about the assumptions
used to measure fair value and clarifies assumptions about risk
and the effect of a restriction on the sale or use of an asset.
The guidance was effective for fiscal years beginning after
November 15, 2007. In February 2008, the FASB issued
guidance that delayed the effective date of this fair value
guidance for all nonfinancial assets and nonfinancial
liabilities, except those that are recognized or disclosed at
fair value on a recurring basis (at least annually) to fiscal
years beginning after November 15, 2008, and interim
periods within those fiscal years. The adoption of this new
guidance did not have a material impact on United
Communitys financial statements.
In December 2007, the FASB issued guidance that establishes
principles and requirements for how an acquirer recognizes and
measures in its financial statements the identifiable assets
acquired, the liabilities assumed, and any noncontrolling
interest in an acquiree, including the recognition and
measurement of goodwill acquired in a business combination. The
guidance is effective for fiscal years beginning on or after
December 15, 2008. The adoption of this guidance had no
impact on United Communitys financial statements.
In December 2007, the FASB issued guidance that changes the
accounting and reporting for minority interests, which is
recharacterized as noncontrolling interests and classified as a
component of equity within the consolidated balance sheet. The
guidance was effective as of the beginning of the first fiscal
year beginning on or after December 15, 2008. The adoption
of this guidance had no impact on United Communitys
financial statements.
In March 2008, the FASB issued guidance that amends and expands
the disclosure requirements for derivative instruments and
hedging activities. The guidance requires qualitative disclosure
about objectives and strategies for using derivative and hedging
instruments, quantitative disclosures about fair value amounts
of the instruments and gains and losses on such instruments, as
well as disclosures about credit-risk features in derivative
agreements. The guidance was effective for financial statements
issued for fiscal years and interim periods beginning after
November 15, 2008, with early application encouraged. The
adoption of this guidance had no impact on United
Communitys financial statements.
In May 2009, the FASB issued guidance which requires the effects
of events that occur subsequent to the balance-sheet date be
evaluated through the date the financial statements are either
issued or available to be issued. Companies are required to
reflect in their financial statements the effects of subsequent
events that provide additional evidence about conditions at the
balance-sheet date (recognized subsequent events). Companies are
also prohibited from reflecting in their financial statements
the effects of subsequent events that provide evidence about
conditions that arose after the balance-sheet date
(nonrecognized subsequent events), but requires information
about those events to be disclosed if the financial statements
would otherwise be misleading. This guidance was effective for
interim and annual financial periods ending after June 15,
2009 with prospective application. The adoption of this guidance
had no impact on United Communitys financial statements.
55
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
In June 2009, the FASB replaced The Hierarchy of Generally
Accepted Accounting Principles with the FASB Accounting
Standards Codification
TM
(The Codification) as the source of authoritative accounting
principles recognized by the FASB to be applied by
nongovernmental entities in the preparation of financial
statements in conformity with GAAP. Rules and interpretive
releases of the Securities and Exchange Commission under
authority of federal securities laws are also sources of
authoritative GAAP for SEC registrants. The Codification was
effective for financial statements issued for periods ending
after September 15, 2009. The adoption of this guidance had
no impact on United Communitys financial statements.
In June 2008, the FASB issued guidance which addresses whether
instruments granted in share-based payment transactions are
participating securities prior to vesting and, therefore,
included in the earnings allocation in computing earnings per
share (EPS) under the two-class method. Unvested share-based
payment awards that contain non-forfeitable rights to dividends
or dividend equivalents (whether paid or unpaid) are
participating securities and shall be included in the
computation of EPS pursuant to the two-class method. This
guidance was effective for financial statements issued for
fiscal years beginning after December 15, 2008, and interim
periods within those years. All prior-period EPS data presented
were to be adjusted retrospectively (including interim financial
statements, summaries of earnings, and selected financial data)
to conform to the provisions of this guidance. The adoption of
this guidance had no impact on United Communitys financial
statements.
In December 2008, the FASB issued guidance on an employers
disclosures about plan assets of a defined benefit pension or
other post-retirement plan. These additional disclosures include
disclosure of investment policies and fair value disclosures of
plan assets, including fair value hierarchy. The guidance also
includes a technical amendment that requires a nonpublic entity
to disclose net periodic benefit cost for each annual period for
which a statement of income is presented. This guidance is
effective for fiscal years ending after December 15, 2009.
Upon initial application, provisions of the FSP are not required
for earlier periods that are presented for comparative purposes.
The new disclosures have been presented in the notes to the
consolidated financial statements. The adoption of this guidance
had no impact on United Communitys financial statements.
In April 2009, the FASB amended existing guidance for
determining whether impairment is
other-than-temporary
for debt securities. The guidance requires an entity to assess
whether it intends to sell, or it is more likely than not that
it will be required to sell, a security in an unrealized loss
position before recovery of its amortized cost basis. If either
of these criteria is met, the entire difference between
amortized cost and fair value is recognized as impairment
through earnings. For securities that do not meet the
aforementioned criteria, the amount of impairment is split into
two components as follows:
1) other-than-temporary
impairment (OTTI) related to other factors, which is recognized
in other comprehensive income and 2) OTTI related to credit
loss, which must be recognized in the income statement. The
credit loss is defined as the difference between the present
value of the cash flows expected to be collected and the
amortized cost basis. Additionally, disclosures about
other-than-temporary
impairments for debt and equity securities were expanded. This
guidance was effective for interim and annual reporting periods
ending after June 15, 2009, with early adoption permitted
for periods ending after March 15, 2009. The adoption of
this guidance had no impact on United Communitys financial
statements.
In April 2009, the FASB issued guidance that emphasizes that the
objective of a fair value measurement does not change even when
market activity for the asset or liability has decreased
significantly. Fair value is the price that would be received
for an asset sold or paid to transfer a liability in an orderly
transaction (that is, not a forced liquidation or distressed
sale) between market participants at the measurement date under
current market conditions. When observable transactions or
quoted prices are not considered orderly, then little, if any,
weight should be assigned to the indication of the asset or
liabilitys fair value. Adjustments to those transactions
or prices should be applied to determine the appropriate fair
value. The guidance, which was applied prospectively, was
effective for interim and annual reporting periods ending after
June 15, 2009 early adoption for periods ending after
March 15, 2009. The adoption of this guidance had an
immaterial impact on United Communitys financial
statements.
In August 2009, the FASB amended existing guidance for the fair
value measurement of liabilities by clarifying that in
circumstances in which a quoted price in an active market for
the identical liability is not available, a reporting entity is
required to measure fair value using a valuation technique that
uses the quoted price of the
56
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
identical liability when traded as an asset, quoted prices for
similar liabilities or similar liabilities when traded as
assets, or that is consistent with existing fair value guidance.
The amendments in this guidance also clarify that both a quoted
price in an active market for the identical liability at the
measurement date and the quoted price for the identical
liability when traded as an asset in an active market when no
adjustments to the quoted price of the asset are required are
Level 1 fair value measurements. The guidance was effective
for the first reporting period beginning after issuance. The
adoption of this guidance had an immaterial impact on United
Communitys financial statements.
Newly
Issued But Not Yet Effective Accounting Standards
In June 2009, the FASB amended previous guidance relating to
transfers of financial assets and eliminated the concept of a
qualifying special purpose entity. This guidance must be applied
as of the beginning of each reporting entitys first annual
reporting period that begins after November 15, 2009, for
interim periods within that first annual reporting period and
for interim and annual reporting periods thereafter. This
guidance must be applied to transfers occurring on or after the
effective date. Additionally, on and after the effective date,
the concept of a qualifying special-purpose entity is no longer
relevant for accounting purposes. Therefore, formerly qualifying
special-purpose entities should be evaluated for consolidation
by reporting entities on and after the effective date in
accordance with the applicable consolidation guidance. The
disclosure provisions were also amended and apply to transfers
that occurred both before and after the effective date of this
guidance. The effect of adopting this new guidance is not
expected to be material.
In June 2009, the FASB amended guidance for consolidation of
variable interest entity guidance by replacing the
quantitative-based risks and rewards calculation for determining
which enterprise, if any, has a controlling financial interest
in a variable interest entity with an approach focused on
identifying which enterprise has the power to direct the
activities of a variable interest entity that most significantly
impact the entitys economic performance and (1) the
obligation to absorb losses of the entity or (2) the right
to receive benefits from the entity. Additional disclosures
about an enterprises involvement in variable interest
entities are also required. This guidance is effective as of the
beginning of each reporting entitys first annual reporting
period that begins after November 15, 2009, for interim
periods within that first annual reporting period, and for
interim and annual reporting periods thereafter. Early adoption
is prohibited. The effect of adopting this new guidance is not
expected to be material.
In September 2009, the FASB issued guidance with respect to how
entities calculate net asset value per share or NAV
of investments considered alternative investments,
such as hedge funds, private equity funds, or funds of funds.
This guidance provides a practical expedient for measuring the
fair value of investments in a limited number of entities that
calculate NAV. This guidance provides enhanced disclosure
requirements and is effective for a reporting entitys
first annual reporting period beginning after December 15,
2009. Early application is permitted in financial statements
that have not yet been issued. The Company did not adopt early
application of this guidance. The effect of adopting this new
guidance is not expected to be material.
Operating
Segments
Internal financial information is primarily reported and
aggregated in one line of business, which is banking services.
As a result of the sales of Butler Wick & Co., Inc.,
and Butler Wick Trust Company, Butler Wick Corp. has been
reported as a discontinued operation and consolidated financial
statement information for all periods presented has been
reclassified to reflect this presentation.
Reclassifications
Some items in the prior year financial statements were
reclassified to conform to the current presentation.
57
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
2.
|
CASH AND
CASH EQUIVALENTS
|
Federal Reserve Board regulations require depository
institutions to maintain certain non-interest bearing reserve
balances. These reserves, which consisted of vault cash at Home
Savings, totaled approximately $11.2 million and
$12.7 million at December 31, 2009 and 2008,
respectively.
|
|
3.
|
REGULATORY
ENFORCEMENT ACTION
|
On August 8, 2008, the board of directors of United
Community approved a Stipulation and Consent to Issuance of
Order to Cease and Desist (OTS Order) with the Office of Thrift
Supervision (OTS). Simultaneously, the board of directors of
Home Savings approved a Stipulation and Consent to the Issuance
of an Order to Cease and Desist (Bank Order) with the Federal
Deposit Insurance Corporation (FDIC) and the Division of
Financial Institutions of the Ohio Department of Commerce (Ohio
Division). Although United Community and Home Savings have
agreed to the issuance of the OTS Order and the Bank Order,
respectively, neither has admitted or denied any allegations of
unsafe or unsound banking practices, or any legal or regulatory
violations. No monetary penalties were assessed by the OTS, the
FDIC, or the Ohio Division.
The OTS Order requires United Community to obtain OTS approval
prior to: (i) incurring or increasing its debt position;
(ii) repurchasing any United Community stock; or
(iii) paying any dividends. The OTS Order also requires
United Community to develop a debt reduction plan and submit the
plan to the OTS for approval.
The Bank Order requires Home Savings, within specified
timeframes, to take or refrain from certain actions, including:
(i) retaining a bank consultant to assess Home Savings
management needs and submitting a management plan that
identifies officer positions needed, identifies and establishes
board and internal operating committees, evaluates Home
Savings senior officers, and provides for the hiring of
any additional personnel; (ii) seeking regulatory approval
prior to adding any individuals to the board of directors or
employing any individual as a senior executive officer of Home
Savings; (iii) not extending additional credit to
classified borrowers; (iv) establishing a compliant
Allowance for Loan and Lease Loss methodology;
(v) enhancing its risk management policies and procedures;
(vi) adopting and implementing plans to reduce its
classified assets and delinquent loans, and to reduce loan
concentrations in nonowner-occupied commercial real estate and
construction, land development, and land loans;
(vii) establishing board of directors committees to
evaluate and approve certain loans and oversee Home
Savings compliance with the Bank Order;
(viii) revising its loan policy and enhancing its
underwriting and credit administration functions;
(ix) developing a strategic plan and budget and profit
plan; (x) correcting all violations of laws, rules, and
regulations and implementing procedures to ensure future
compliance; (xi) increasing its Tier 1 leverage ratio
to 8.0% and its total risk-based capital ratio to 12.0% by
December 31, 2008; and (xii) seeking regulatory
approval prior to declaring or paying any cash dividend. At
December 31, 2009, Home Savings Tier 1 leverage
ratio was 8.22% and its total risk-based capital ratio was
12.80%. Because of the consent to the Bank Order, Home Savings
is deemed adequately capitalized for regulatory
capital purposes.
|
|
4.
|
DISCONTINUED
OPERATIONS
|
On August 12, 1999, United Community acquired Butler Wick
Corp. (Butler Wick), the parent company for two wholly owned
subsidiaries: Butler Wick & Co., Inc. and Butler Wick
Trust Company. On December 31, 2008, the Company
completed the sale of Butler Wick & Co., Inc., to
Stifel Financial Corp. for $12.0 million. On March 31,
2009, the Company completed the sale of Butler Wick Trust to
Farmers National Banc Corp. for $12.1 million. In October
2009, the Company dissolved Butler Wick. As a result, Butler
Wick has been reported as a discontinued operation and
consolidated financial statement information for all periods
presented has been reclassified to reflect this presentation.
58
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Major classes of assets and liabilities included in the
consolidated balance sheet are as follows:
|
|
|
|
|
|
|
December 31, 2008
|
|
|
|
(In thousands)
|
|
|
Assets
|
|
|
|
|
Cash and deposits with banks
|
|
$
|
1,126
|
|
|
|
|
|
|
Total cash and cash equivalents
|
|
|
1,126
|
|
Securities:
|
|
|
|
|
Trading
|
|
|
|
|
Available for sale
|
|
|
3,337
|
|
Premises and equipment, net
|
|
|
86
|
|
Accrued interest receivable
|
|
|
29
|
|
Other assets
|
|
|
984
|
|
|
|
|
|
|
Total assets
|
|
$
|
5,562
|
|
|
|
|
|
|
Liabilities and Shareholders Equity
|
|
|
|
|
Accrued expenses and other liabilities
|
|
$
|
2,388
|
|
|
|
|
|
|
Total liabilities
|
|
|
2,388
|
|
|
|
|
|
|
Total shareholders equity
|
|
|
3,174
|
|
|
|
|
|
|
Total liabilities and shareholders equity
|
|
$
|
5,562
|
|
|
|
|
|
|
Butler Wicks results of operations for the years ended
December 31, 2009, 2008 and 2007 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
|
(In thousands)
|
|
|
Income
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
$
|
32
|
|
|
$
|
813
|
|
|
$
|
1,135
|
|
Brokerage commissions
|
|
|
|
|
|
|
25,667
|
|
|
|
24,963
|
|
Service fees and other charges
|
|
|
1,287
|
|
|
|
5,876
|
|
|
|
6,349
|
|
Underwriting and investment banking
|
|
|
|
|
|
|
1,151
|
|
|
|
764
|
|
Gain on the sale of Butler Wick subsidiaries
|
|
|
7,904
|
|
|
|
3,317
|
|
|
|
|
|
Other income
|
|
|
|
|
|
|
117
|
|
|
|
521
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total income
|
|
|
9,223
|
|
|
|
36,941
|
|
|
|
33,732
|
|
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense on borrowings
|
|
|
|
|
|
|
243
|
|
|
|
345
|
|
Salaries and employee benefits
|
|
|
1,198
|
|
|
|
25,772
|
|
|
|
22,841
|
|
Occupancy expenses
|
|
|
68
|
|
|
|
1,553
|
|
|
|
1,403
|
|
Equipment and data processing
|
|
|
84
|
|
|
|
2,508
|
|
|
|
2,515
|
|
Other expenses
|
|
|
258
|
|
|
|
3,798
|
|
|
|
2,929
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses
|
|
|
1,608
|
|
|
|
33,874
|
|
|
|
30,033
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before tax
|
|
|
7,615
|
|
|
|
3,067
|
|
|
|
3,699
|
|
Income tax
|
|
|
2,666
|
|
|
|
1,117
|
|
|
|
1,280
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
4,949
|
|
|
$
|
1,950
|
|
|
$
|
2,419
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
59
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The components of securities are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2009
|
|
|
|
|
|
|
Gross
|
|
|
Gross
|
|
|
|
|
|
|
Amortized
|
|
|
Unrealized
|
|
|
Unrealized
|
|
|
Fair
|
|
|
|
Cost
|
|
|
Gains
|
|
|
Losses
|
|
|
Value
|
|
|
|
(In thousands)
|
|
|
Available for Sale
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury and government sponsored entities securities
|
|
$
|
48,717
|
|
|
$
|
313
|
|
|
$
|
(108
|
)
|
|
$
|
48,922
|
|
Equity securities
|
|
|
472
|
|
|
|
236
|
|
|
|
|
|
|
|
708
|
|
Mortgage-related securities: residential
|
|
|
226,182
|
|
|
|
5,536
|
|
|
|
|
|
|
|
231,718
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
275,371
|
|
|
$
|
6,085
|
|
|
$
|
(108
|
)
|
|
$
|
281,348
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2008
|
|
|
|
|
|
|
Gross
|
|
|
Gross
|
|
|
|
|
|
|
Amortized
|
|
|
Unrealized
|
|
|
Unrealized
|
|
|
Fair
|
|
|
|
Cost
|
|
|
Gains
|
|
|
Losses
|
|
|
Value
|
|
|
|
(In thousands)
|
|
|
Available for Sale
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury and government sponsored entities securities
|
|
$
|
26,305
|
|
|
$
|
865
|
|
|
$
|
|
|
|
$
|
27,170
|
|
Equity securities
|
|
|
1,251
|
|
|
|
70
|
|
|
|
(411
|
)
|
|
|
910
|
|
Mortgage-related securities: residential
|
|
|
183,231
|
|
|
|
4,527
|
|
|
|
(107
|
)
|
|
|
187,651
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
210,787
|
|
|
$
|
5,462
|
|
|
$
|
(518
|
)
|
|
$
|
215,731
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt securities available for sale by contractual maturity,
repricing or expected call date are shown below:
|
|
|
|
|
|
|
|
|
|
|
December 31, 2009
|
|
|
|
Amortized
|
|
|
Fair
|
|
|
|
Cost
|
|
|
Value
|
|
|
|
(In thousands)
|
|
|
Due in one year or less
|
|
$
|
499
|
|
|
$
|
514
|
|
Due after one year through five years
|
|
|
40,071
|
|
|
|
39,988
|
|
Due after five years through ten years
|
|
|
8,147
|
|
|
|
8,420
|
|
Mortgage-related securities
|
|
|
226,182
|
|
|
|
231,718
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
274,899
|
|
|
$
|
280,640
|
|
|
|
|
|
|
|
|
|
|
Since equity securities do not have a contractual maturity, they
are excluded from the table above.
Proceeds, gross realized gains, losses and impairment charges of
available for sale securities were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
|
(In thousands)
|
|
|
Proceeds
|
|
$
|
73,630
|
|
|
$
|
139,938
|
|
|
$
|
16,899
|
|
Gross gains
|
|
|
1,863
|
|
|
|
1,936
|
|
|
|
96
|
|
Gross losses
|
|
|
|
|
|
|
|
|
|
|
(117
|
)
|
Impairment charges
|
|
|
(778
|
)
|
|
|
(6,087
|
)
|
|
|
|
|
The tax benefit (provision) related to net realized gains and
losses was $(380,000), $1.5 million, and $7,000,
respectively.
60
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Home Savings holds in its
available-for-sale
securities portfolio a Fannie Mae auction rate pass through
trust security with a cost basis of $5.0 million. This
security represents an interest in a trust that is
collateralized with Fannie Mae non-cumulative preferred stock.
The market value of the security held by the Company declined
following the September 7, 2008 announcement of the
appointment of a conservator for Fannie Mae. Because the effects
of the conservatorship may trigger the redemption provisions of
the trust, UCFC management determined it was necessary for the
Company to recognize a write-down of $4.9 million in 2008,
and an additional $26,000 was recognized in the first quarter of
2009. In addition, a write-down of the Companys equity
investment in the common shares of select financial institutions
of $1.1 million was recognized in 2008 and an additional
write-down of these securities of $752,000 occurred in 2009.
These shares have traded below the Companys cost basis for
an extended period and a forecasted recovery was unable to be
determined.
Securities pledged for the Companys investment in VISA
stock were approximately $1.2 million and $2.0 million
at December 31, 2009 and 2008, respectively. Securities
pledged for deposits of public funds were approximately
$1.8 million and $2.1 million at December 31,
2009 and 2008, respectively. See further discussion regarding
pledged securities in Note 13.
United Community had no investments classified as trading
securities as of December 31, 2009 and 2008, respectively.
Securities available for sale in a continuous unrealized loss
position are as follows at December 31, 2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less than 12 Months
|
|
|
12 Months or More
|
|
|
Total
|
|
|
|
Fair
|
|
|
Unrealized
|
|
|
Fair
|
|
|
Unrealized
|
|
|
Fair
|
|
|
Unrealized
|
|
|
|
Value
|
|
|
Loss
|
|
|
Value
|
|
|
Loss
|
|
|
Value
|
|
|
Loss
|
|
|
|
(In thousands)
|
|
|
Description of securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury and government sponsored entities
|
|
$
|
27,898
|
|
|
$
|
(108
|
)
|
|
$
|
|
|
|
$
|
|
|
|
$
|
27,898
|
|
|
$
|
(108
|
)
|
Equity securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage-related securities: residential
|
|
|
6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total temporarily impaired securities
|
|
$
|
27,905
|
|
|
$
|
(108
|
)
|
|
$
|
|
|
|
$
|
|
|
|
$
|
27,905
|
|
|
$
|
(108
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities available for sale in an unrealized loss position are
as follows at December 31, 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less than 12 Months
|
|
|
12 Months or More
|
|
|
Total
|
|
|
|
Fair
|
|
|
Unrealized
|
|
|
Fair
|
|
|
Unrealized
|
|
|
Fair
|
|
|
Unrealized
|
|
|
|
Value
|
|
|
Loss
|
|
|
Value
|
|
|
Loss
|
|
|
Value
|
|
|
Loss
|
|
|
|
(In thousands)
|
|
|
Description of securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury and government sponsored entities
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Equity securities
|
|
|
282
|
|
|
|
(411
|
)
|
|
|
|
|
|
|
|
|
|
|
282
|
|
|
|
(411
|
)
|
Mortgage-related securities: residential
|
|
|
2,765
|
|
|
|
(69
|
)
|
|
|
1,026
|
|
|
|
(38
|
)
|
|
|
3,791
|
|
|
|
(107
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total temporarily impaired securities
|
|
$
|
3,047
|
|
|
$
|
(480
|
)
|
|
$
|
1,026
|
|
|
$
|
(38
|
)
|
|
$
|
4,073
|
|
|
$
|
(518
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All of the government sponsored entities and mortgage related
securities that are temporarily impaired at December 31,
2009, are impaired due to the current level of interest rates.
All of these securities continue to pay on schedule and
management expects to receive all principal and interest owed on
the securities. The equity securities that are temporarily
impaired at December 31, 2009, are all well capitalized
financial institutions and each exhibit a low to moderate level
of nonperforming assets.
61
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Portfolio loans consist of the following:
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
|
(In thousands)
|
|
|
Real Estate:
|
|
|
|
|
|
|
|
|
One-to four-family residential
|
|
$
|
773,831
|
|
|
$
|
909,567
|
|
Multi-family residential
|
|
|
150,480
|
|
|
|
187,711
|
|
Nonresidential
|
|
|
397,895
|
|
|
|
375,463
|
|
Land
|
|
|
23,502
|
|
|
|
23,517
|
|
Construction:
|
|
|
|
|
|
|
|
|
One-to four-family residential and land development
|
|
|
178,095
|
|
|
|
255,355
|
|
Multi-family and nonresidential
|
|
|
13,741
|
|
|
|
35,797
|
|
|
|
|
|
|
|
|
|
|
Total real estate
|
|
|
1,537,544
|
|
|
|
1,787,410
|
|
Consumer
|
|
|
309,202
|
|
|
|
348,834
|
|
Commercial
|
|
|
60,217
|
|
|
|
101,489
|
|
|
|
|
|
|
|
|
|
|
Total loans
|
|
|
1,906,963
|
|
|
|
2,237,733
|
|
|
|
|
|
|
|
|
|
|
Less:
|
|
|
|
|
|
|
|
|
Allowance for loan losses
|
|
|
42,287
|
|
|
|
35,962
|
|
Deferred loan costs, net
|
|
|
(1,342
|
)
|
|
|
(1,682
|
)
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
40,945
|
|
|
|
34,280
|
|
|
|
|
|
|
|
|
|
|
Loans, net
|
|
$
|
1,866,018
|
|
|
$
|
2,203,453
|
|
|
|
|
|
|
|
|
|
|
The Bank Order required Home Savings to adopt and implement
plans to reduce loan concentrations in nonowner-occupied
commercial real estate loans and in construction, land
development, and land loans. A concentration reduction plan was
implemented in the third quarter of 2008. The concentration
reduction plan included sharply reducing the origination of new
construction, land, and land development loans, as well as loans
secured by commercial real estate. The Company has also reduced
the level of construction loans purchased from another financial
institution.
Loan commitments are agreements to lend to a customer as long as
there is no violation of any condition established in the
contract. Commitments extend over various periods of time with
the majority of such commitments disbursed within a
sixty-day
period. Commitments generally have fixed expiration dates or
other termination clauses, may require payment of a fee and may
expire unused. Commitments to extend credit at fixed rates
expose Home Savings to some degree of interest rate risk. Home
Savings evaluates each customers creditworthiness on a
case-by-case
basis. The type or amount of collateral obtained varies and is
based on managements credit evaluation of the potential
borrower. Home Savings normally has a number of outstanding
commitments to extend credit.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
|
Fixed Rate
|
|
|
Variable Rate
|
|
|
Fixed Rate
|
|
|
Variable Rate
|
|
|
|
(In thousands)
|
|
|
Commitments to make loans
|
|
$
|
51,625
|
|
|
$
|
2,535
|
|
|
$
|
63,362
|
|
|
$
|
11,999
|
|
Undisbursed loans in process
|
|
|
3,838
|
|
|
|
48,372
|
|
|
|
7,746
|
|
|
|
129,828
|
|
Unused lines of credit
|
|
|
64,619
|
|
|
|
51,766
|
|
|
|
80,101
|
|
|
|
61,196
|
|
Terms of the commitments in both years extend up to six months,
but are generally less than two months. The fixed rate loan
commitments have interest rates ranging from 3.875% to 18% and
maturities ranging from three
62
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
months to thirty years. Commitments to fund certain mortgage
loans (interest rate locks) to be sold into the secondary market
and forward commitments for the future delivery of mortgage
loans to third party investors are considered derivatives. It is
the Companys practice to enter into forward commitments
for the future delivery of residential mortgage loans when
interest rate lock commitments are entered into in order to
economically hedge the effect of changes in interest rates
resulting from its commitments to fund the loans. These mortgage
banking derivatives are not designated in hedge relationships.
At year-end 2009, the Company had approximately
$30.9 million of interest rate lock commitments and
$19.8 million of forward commitments for the future
delivery of residential mortgage loans. At year-end 2008, the
Company had approximately $40.8 million of interest rate
lock commitments and $66.9 million of forward commitments
for the future delivery of residential mortgage loans. The fair
value of these mortgage banking derivatives was not material at
year end 2009 or 2008.
At December 31, 2009 and 2008, there were $1.0 million
and $2.9 million, respectively, of outstanding standby
letters of credit. These are issued to guarantee the performance
of a customer to a third party. Standby letters of credit are
generally contingent upon the failure of the customer to perform
according to the terms of an underlying contract with the third
party.
At December 31, 2009 and 2008, there was $41.1 million
and $41.2 million in outstanding commitments to fund the
OverdraftPrivledgetm
Program at Home Savings. With
OverdraftPrivledgetm,
Home Savings pays non-sufficient funds (NSF) checks and fees on
checking accounts up to a preapproved limit.
Changes in the allowance for loan losses are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
|
(In thousands)
|
|
|
Balance, beginning of year
|
|
$
|
35,962
|
|
|
$
|
32,006
|
|
|
$
|
16,955
|
|
Provision for loan losses
|
|
|
49,074
|
|
|
|
25,329
|
|
|
|
28,750
|
|
Amounts charged off
|
|
|
(43,692
|
)
|
|
|
(22,088
|
)
|
|
|
(14,220
|
)
|
Recoveries
|
|
|
943
|
|
|
|
715
|
|
|
|
521
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, end of year
|
|
$
|
42,287
|
|
|
$
|
35,962
|
|
|
$
|
32,006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonaccrual loans, including some troubled debt restructured
loans, were $112.2 million, $98.3 million, and
$97.5 million at December 31, 2009, 2008 and 2007,
respectively. Restructured loans were $22.6 million,
$3.6 million and $3.1 million at December 31,
2009, 2008 and 2007. Loans that are greater than ninety days
past due and still accruing were $3.7 million at
December 31, 2009, $6.6 million at December 31,
2008, and $1.2 million at December 31, 2007.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of or for the Year Ended
|
|
|
|
December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
|
(In thousands)
|
|
|
|
|
|
Impaired loans on which no specific valuation allowance was
provided
|
|
$
|
82,443
|
|
|
$
|
43,256
|
|
|
$
|
30,475
|
|
Impaired loans on which specific valuation allowance was provided
|
|
|
36,362
|
|
|
|
43,992
|
|
|
|
53,902
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total impaired loans at year-end
|
|
$
|
118,805
|
|
|
$
|
87,248
|
|
|
$
|
84,377
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Specific valuation allowances on impaired loans at year-end
|
|
|
4,064
|
|
|
|
10,968
|
|
|
|
13,165
|
|
Average impaired loans during year
|
|
|
103,026
|
|
|
|
85,812
|
|
|
|
63,468
|
|
Interest income recognized on impaired loans during the year
|
|
|
2,056
|
|
|
|
513
|
|
|
|
348
|
|
Interest income received on impaired loans during the year
|
|
|
2,056
|
|
|
|
513
|
|
|
|
348
|
|
The Company has allocated $225,000 of specific reserves to
customers whose loan terms have been modified in troubled debt
restructurings as of December 31, 2009. Troubled debt
restructurings are considered impaired and
63
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
are included in the table above. United Community has no
commitments to customers whose loans are classified as a
troubled debt restructuring.
Directors and officers of United Community and Home Savings are
customers of Home Savings in the ordinary course of business.
The following describes loans to officers
and/or
directors of United Community and Home Savings:
|
|
|
|
|
|
|
(In thousands)
|
|
|
Balance as of December 31, 2008
|
|
$
|
723
|
|
New loans to officers and/or directors
|
|
|
171
|
|
Loan payments during 2009
|
|
|
(124
|
)
|
Reductions due to changes in officers and/or directors
|
|
|
(464
|
)
|
|
|
|
|
|
Balance as of December 31, 2009
|
|
$
|
306
|
|
|
|
|
|
|
|
|
7.
|
MORTGAGE
BANKING ACTIVITIES
|
Mortgage loans serviced for others, which are not reported in
United Communitys assets, totaled $1.1 billion and
$921.0 million at December 31, 2009 and 2008,
respectively.
Activity for capitalized mortgage servicing rights, included in
other assets, was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
|
(In thousands)
|
|
|
Balance, beginning of year
|
|
$
|
5,562
|
|
|
$
|
6,184
|
|
|
$
|
6,820
|
|
Originations
|
|
|
3,220
|
|
|
|
1,337
|
|
|
|
1,268
|
|
Amortized to expense
|
|
|
(2,554
|
)
|
|
|
(1,959
|
)
|
|
|
(1,904
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, end of year
|
|
|
6,228
|
|
|
|
5,562
|
|
|
|
6,184
|
|
Less valuation allowance
|
|
|
(423
|
)
|
|
|
(2,233
|
)
|
|
|
(562
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net balance
|
|
$
|
5,805
|
|
|
$
|
3,329
|
|
|
$
|
5,622
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of mortgage servicing rights was $8.0 million,
$3.9 million and $8.7 million at December 31,
2009, 2008, and 2007, respectively.
Activity in the valuation allowance for mortgage servicing
rights was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
|
(In thousands)
|
|
|
Balance, beginning of year
|
|
$
|
(2,233
|
)
|
|
$
|
(562
|
)
|
|
$
|
(435
|
)
|
Impairment charges
|
|
|
|
|
|
|
(2,233
|
)
|
|
|
(562
|
)
|
Recoveries
|
|
|
1,810
|
|
|
|
562
|
|
|
|
435
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, end of year
|
|
$
|
(423
|
)
|
|
$
|
(2,233
|
)
|
|
$
|
(562
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Key economic assumptions used in measuring the value of mortgage
servicing rights at December 31, 2009 and 2008 were as
follows:
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
Weighted average prepayment rate
|
|
|
325 PSA
|
|
|
|
644 PSA
|
|
Weighted average life (in years)
|
|
|
3.65
|
|
|
|
3.34
|
|
Weighted average discount rate
|
|
|
8
|
%
|
|
|
8
|
%
|
64
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Estimated amortization expense for each of the next five years
is as follows:
|
|
|
|
|
|
|
(In thousands)
|
|
|
2010
|
|
$
|
1,687
|
|
2011
|
|
|
1,297
|
|
2012
|
|
|
897
|
|
2013
|
|
|
709
|
|
2014
|
|
|
596
|
|
Amounts held in custodial accounts for investors amounted to
$12.1 million and $11.2 million at December 31,
2009 and 2008, respectively.
|
|
8.
|
OTHER
REAL ESTATE OWNED AND OTHER REPOSSESSED ASSETS
|
Real estate owned and other repossessed assets at
December 31, 2009, 2008 and 2007 was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
|
(In thousands)
|
|
|
Other real estate owned and other repossessed assets
|
|
$
|
38,829
|
|
|
$
|
32,012
|
|
|
$
|
10,510
|
|
Valuation allowance
|
|
|
(7,867
|
)
|
|
|
(2,754
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
End of year
|
|
$
|
30,962
|
|
|
$
|
29,258
|
|
|
$
|
10,510
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Activity in the valuation allowance was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
|
(In thousands)
|
|
|
Beginning of year
|
|
$
|
2,754
|
|
|
$
|
|
|
|
$
|
54
|
|
Additions charged to expense
|
|
|
7,925
|
|
|
|
3,753
|
|
|
|
|
|
Direct write-downs
|
|
|
(2,812
|
)
|
|
|
(999
|
)
|
|
|
(54
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
End of year
|
|
$
|
7,867
|
|
|
$
|
2,754
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses related to foreclosed and repossessed assets include:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
|
(In thousands)
|
|
|
Net (gain) loss on sales
|
|
$
|
(187
|
)
|
|
$
|
2,016
|
|
|
$
|
1,061
|
|
Provision for unrealized losses
|
|
|
8,105
|
|
|
|
2,754
|
|
|
|
|
|
Operating expenses, net of rental income
|
|
|
2,713
|
|
|
|
2,061
|
|
|
|
720
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses
|
|
$
|
10,631
|
|
|
$
|
6,831
|
|
|
$
|
1,781
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
65
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
9.
|
PREMISES
AND EQUIPMENT
|
Premises and equipment consist of the following:
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
|
(In thousands)
|
|
|
Land
|
|
$
|
7,691
|
|
|
$
|
7,691
|
|
Buildings
|
|
|
24,185
|
|
|
|
23,919
|
|
Leasehold improvements
|
|
|
729
|
|
|
|
728
|
|
Furniture and equipment
|
|
|
17,991
|
|
|
|
18,069
|
|
|
|
|
|
|
|
|
|
|
|
|
|
50,596
|
|
|
|
50,407
|
|
Less: Accumulated depreciation and amortization
|
|
|
27,457
|
|
|
|
25,392
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
23,139
|
|
|
$
|
25,015
|
|
|
|
|
|
|
|
|
|
|
Rent expense was $741,000 for 2009, $710,000 for 2008, and
$627,000 for 2007. Rent commitments under noncancelable
operating leases for offices were as follows, before considering
renewal options that generally are present:
|
|
|
|
|
|
|
(In thousands)
|
|
|
2010
|
|
$
|
528
|
|
2011
|
|
|
592
|
|
2012
|
|
|
579
|
|
2013
|
|
|
307
|
|
2014
|
|
|
235
|
|
Thereafter
|
|
|
1,981
|
|
|
|
|
|
|
Total
|
|
$
|
4,222
|
|
|
|
|
|
|
|
|
10.
|
GOODWILL
AND INTANGIBLE ASSETS
|
Goodwill
United Community had no goodwill recorded at December 31,
2009 and 2008, and had $33.6 million recorded at
January 1, 2008. All of the goodwill previously recorded is
associated with the Banking Services segment. Accounting
standards require goodwill to be tested for impairment on an
annual basis, or more frequently if circumstances indicate that
an asset might be impaired, by comparing the fair value of such
goodwill to its recorded or carrying amount. If the carrying
amount of the goodwill exceeds the fair value, an impairment
charge must be recorded in an amount equal to the excess. Based
on the price at which United Community common shares had been
trading and other factors, management determined that it would
be appropriate under the guidance, to test the value of the
goodwill previously recorded as a result of the mergers with
Industrial Bancorp, Inc. in 2001 and Potters Financial
Corporation in 2002 for goodwill impairment during the third
quarter of 2008. As a result of impairment testing performed,
the Company recorded an impairment charge of $33.6 million
in 2008.
The fair value of goodwill was estimated using a number of
measurement methods. These included the application of various
metrics from bank sale transactions for institutions comparable
to Home Savings, including the application of market-derived
multiples of tangible book value and earnings, as well as
estimations of the present value of future cash flows. Home
Savings management reviewed the valuation of the fair
value of Home Savings with the Audit Committee and concluded
that Home Savings should recognize an impairment charge and
write down its goodwill to a balance of zero.
66
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Acquired
Intangible Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
|
Gross
|
|
|
|
|
|
Gross
|
|
|
|
|
|
|
Carrying
|
|
|
Accumulated
|
|
|
Carrying
|
|
|
Accumulated
|
|
|
|
Amount
|
|
|
Amortization
|
|
|
Amount
|
|
|
Amortization
|
|
|
|
(In thousands)
|
|
|
Amortized intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Core deposit intangibles
|
|
$
|
8,952
|
|
|
$
|
8,291
|
|
|
$
|
8,952
|
|
|
$
|
8,068
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
8,952
|
|
|
$
|
8,291
|
|
|
$
|
8,952
|
|
|
$
|
8,068
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated amortization expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2010
|
|
$
|
176
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2011
|
|
|
139
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2012
|
|
|
109
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2013
|
|
|
86
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2014
|
|
|
68
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate amortization expense for the years ended
December 31, 2009, 2008 and 2007, was $223,000, $285,000
and $365,000, respectively.
Deposits consist of the following:
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
|
(In thousands)
|
|
|
Checking accounts:
|
|
|
|
|
|
|
|
|
Interest bearing
|
|
$
|
108,513
|
|
|
$
|
99,418
|
|
Non-interest bearing
|
|
|
126,779
|
|
|
|
106,255
|
|
Savings accounts
|
|
|
202,900
|
|
|
|
181,643
|
|
Money market accounts
|
|
|
291,320
|
|
|
|
273,359
|
|
Certificates of deposit
|
|
|
1,039,989
|
|
|
|
1,225,256
|
|
|
|
|
|
|
|
|
|
|
Total deposits
|
|
$
|
1,769,501
|
|
|
$
|
1,885,931
|
|
|
|
|
|
|
|
|
|
|
Interest expense on deposits is summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
|
(In thousands)
|
|
|
Interest bearing demand deposits and money market accounts
|
|
$
|
4,297
|
|
|
$
|
9,475
|
|
|
$
|
13,907
|
|
Savings accounts
|
|
|
933
|
|
|
|
811
|
|
|
|
769
|
|
Certificates of deposit
|
|
|
40,755
|
|
|
|
49,953
|
|
|
|
53,376
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
45,985
|
|
|
$
|
60,239
|
|
|
$
|
68,052
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
67
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
A summary of certificates of deposit by maturity follows:
|
|
|
|
|
|
|
December 31, 2009
|
|
|
|
(In thousands)
|
|
|
Within 12 months
|
|
$
|
637,275
|
|
12 months to 24 months
|
|
|
160,779
|
|
Over 24 months to 36 months
|
|
|
196,243
|
|
Over 36 months to 48 months
|
|
|
22,252
|
|
Over 48 months
|
|
|
23,440
|
|
|
|
|
|
|
Total
|
|
$
|
1,039,989
|
|
|
|
|
|
|
A summary of certificates of deposit with balances of $100,000
or more by maturity is as follows:
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
|
(In thousands)
|
|
|
Three months or less
|
|
$
|
38,634
|
|
|
$
|
17,960
|
|
Over three months to six months
|
|
|
35,250
|
|
|
|
30,503
|
|
Over six months to twelve months
|
|
|
61,258
|
|
|
|
41,096
|
|
Over twelve months
|
|
|
81,410
|
|
|
|
119,085
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
216,552
|
|
|
$
|
208,644
|
|
|
|
|
|
|
|
|
|
|
A summary of certificates of deposit with balances of $250,000
or more by maturity is as follows:
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
|
(In thousands)
|
|
|
Three months or less
|
|
$
|
3,594
|
|
|
$
|
3,000
|
|
Over three months to six months
|
|
|
3,873
|
|
|
|
3,391
|
|
Over six months to twelve months
|
|
|
8,552
|
|
|
|
8,346
|
|
Over twelve months
|
|
|
6,965
|
|
|
|
13,106
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
22,984
|
|
|
$
|
27,843
|
|
|
|
|
|
|
|
|
|
|
Deposits in excess of $250,000 are not federally insured.
Brokered deposits represent funds which Home Savings obtained,
directly or indirectly, through a deposit broker. A deposit
broker places deposits from third parties with insured
depository institutions or places deposits with an institution
for the purpose of selling interest in those deposits to third
parties. Home Savings had brokered deposits of
$15.0 million with a weighted average rate of 4.35% at
December 31, 2009, all of which mature in 2010. Under the
terms of the Bank Order, Home Savings cannot obtain additional
brokered certificates of deposit or replace existing brokered
certificates of deposit without prior consent of the FDIC and
Ohio Division. Home Savings had brokered deposits of
$145.2 million with a weighted average rate of 3.77% at
December 31, 2008.
68
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
12.
|
FEDERAL
HOME LOAN BANK ADVANCES
|
The following is a summary of Federal Home Loan Bank advances:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
Weighted
|
|
Year of Maturity
|
|
Amount
|
|
|
Average Rate
|
|
|
Amount
|
|
|
Average Rate
|
|
|
|
(In thousands)
|
|
|
2009
|
|
|
n/a
|
|
|
|
n/a
|
|
|
$
|
247,650
|
|
|
|
1.51
|
%
|
2010
|
|
$
|
153,118
|
|
|
|
0.63
|
%
|
|
|
17,412
|
|
|
|
4.95
|
|
2011
|
|
|
5,590
|
|
|
|
4.99
|
|
|
|
5,869
|
|
|
|
4.93
|
|
2012
|
|
|
1,571
|
|
|
|
3.93
|
|
|
|
1,861
|
|
|
|
3.92
|
|
2013
|
|
|
10,598
|
|
|
|
3.86
|
|
|
|
14,365
|
|
|
|
3.86
|
|
2014
|
|
|
104
|
|
|
|
3.70
|
|
|
|
104
|
|
|
|
3.70
|
|
Thereafter
|
|
|
50,342
|
|
|
|
4.20
|
|
|
|
50,342
|
|
|
|
4.20
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Federal Home Loan Bank advances
|
|
$
|
221,323
|
|
|
|
|
|
|
$
|
337,603
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Home Savings has available credit, subject to collateral
requirements, with the Federal Home Loan Bank of approximately
$492.3 million, of which $221.3 million is
outstanding. All advances must be secured by eligible collateral
as specified by the Federal Home Loan Bank. Accordingly, United
Community has a blanket pledge of its one-to four-family
mortgages and multi-family loans as collateral for the advances
outstanding at December 31, 2009. The required minimum
ratio of collateral to advances is 125% for one-to four-family
loans and 250% for multi-family loans. Additional changes in
value can be applied to one-to four-family mortgage collateral
based upon characteristics such as
loan-to-value
ratios and FICO scores.
|
|
13.
|
SECURITIES
SOLD UNDER AGREEMENT TO REPURCHASE AND OTHER
BORROWINGS
|
The following is a summary of securities sold under an agreement
to repurchase and other borrowings:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
Weighted
|
|
|
|
Amount
|
|
|
Average Rate
|
|
|
Amount
|
|
|
Average Rate
|
|
|
|
(In thousands)
|
|
|
Securities sold under agreement to
repurchase-term
|
|
$
|
96,180
|
|
|
|
3.85
|
%
|
|
$
|
117,600
|
|
|
|
3.84
|
%
|
Other borrowings
|
|
|
653
|
|
|
|
4.00
|
|
|
|
7,669
|
|
|
|
4.24
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total repurchase agreements and other
|
|
$
|
96,833
|
|
|
|
3.85
|
%
|
|
$
|
125,269
|
|
|
|
3.86
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities sold under agreements to repurchase are secured
primarily by mortgage-backed securities with a fair value of
approximately $125.7 million at December 31, 2009 and
$131.5 million at December 31, 2008. Securities sold
under agreements to repurchase are typically held by the
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 United
Community. Other borrowings consist of a match-funding advance
related to a commercial participation loan aggregating $653,000
at December 31, 2009. At December 31, 2008, other
borrowings consisted of the aforementioned match-funding advance
of $769,000 and a line of credit of $6.9 million, discussed
below.
United Community had a Credit Agreement with JP Morgan Chase
Bank, N.A. (JP Morgan) dated September 12, 2005, as amended
on July 18, 2007, March 28, 2008, August 29,
2008, and January 31, 2009 (Credit Agreement). The Credit
Agreement provided United Community with a line of credit of up
to $40.0 million. On January 1, 2009,
$6.9 million remained outstanding on this line of credit.
On January 31, 2009, United Community and JP Morgan amended
the Credit Agreement in response to the proposed sale of Butler
Wick Trust to Farmers National Banc Corp. The amendment included
provisions to use a portion of the cash proceeds of the sale to
repay
69
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
the entire principal balance outstanding, including accrued
interest. The remaining $5.1 million balance was paid-off
in full on March 31, 2009.
The OTS Order requires United Community to obtain regulatory
approval prior to incurring debt or increasing its debt
position. A debt reduction plan was developed and submitted to
the OTS for approval within the required time frame. As of
December 31, 2009, United Community had no debt
outstanding. United Community does not intend to seek approval
to borrow additional funds in the near term.
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 matters,
management believes any resulting liability would not have a
material effect upon United Communitys financial
statements.
The provision for income taxes consists of the following
components:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
|
(In thousands)
|
|
|
Current
|
|
$
|
(4,670
|
)
|
|
$
|
(2,048
|
)
|
|
$
|
8,213
|
|
Deferred
|
|
|
(4,090
|
)
|
|
|
(1,192
|
)
|
|
|
(7,303
|
)
|
Establish valuation allowance
|
|
|
7,600
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
(1,160
|
)
|
|
$
|
(3,240
|
)
|
|
$
|
910
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effective tax rates differ from the statutory federal income tax
rate of 35% due to the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
|
Dollars
|
|
|
Rate
|
|
|
Dollars
|
|
|
Rate
|
|
|
Dollars
|
|
|
Rate
|
|
|
|
(In thousands)
|
|
|
Tax (benefit) at statutory rate
|
|
$
|
(8,009
|
)
|
|
|
35.0
|
%
|
|
$
|
(14,164
|
)
|
|
|
35.0
|
%
|
|
$
|
919
|
|
|
|
35.0
|
%
|
Increase (decrease) due to:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill impairment charge
|
|
|
|
|
|
|
|
|
|
|
11,800
|
|
|
|
(29.2
|
)
|
|
|
|
|
|
|
|
|
Tax exempt income
|
|
|
(4
|
)
|
|
|
|
|
|
|
(15
|
)
|
|
|
0.0
|
|
|
|
(25
|
)
|
|
|
(1.0
|
)
|
Life insurance
|
|
|
(379
|
)
|
|
|
1.7
|
|
|
|
(321
|
)
|
|
|
0.8
|
|
|
|
(311
|
)
|
|
|
(11.9
|
)
|
State taxes
|
|
|
|
|
|
|
|
|
|
|
(14
|
)
|
|
|
0.0
|
|
|
|
(30
|
)
|
|
|
(1.1
|
)
|
Acquisition/sale adjustments
|
|
|
|
|
|
|
|
|
|
|
(649
|
)
|
|
|
1.6
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
(368
|
)
|
|
|
1.6
|
|
|
|
123
|
|
|
|
(0.3
|
)
|
|
|
357
|
|
|
|
13.6
|
|
Valuation allowance
|
|
|
7,600
|
|
|
|
(33.2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax provision (benefit)
|
|
$
|
(1,160
|
)
|
|
|
5.1
|
%
|
|
$
|
(3,240
|
)
|
|
|
7.9
|
%
|
|
$
|
910
|
|
|
|
34.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
70
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Significant components of the deferred tax assets and
liabilities are as follows:
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
|
(In thousands)
|
|
|
Deferred tax assets:
|
|
|
|
|
|
|
|
|
Loan loss reserves
|
|
$
|
14,800
|
|
|
$
|
12,587
|
|
Postretirement benefits
|
|
|
1,313
|
|
|
|
1,328
|
|
ESOP shares released
|
|
|
992
|
|
|
|
1,158
|
|
Other real estate owned valuation
|
|
|
2,753
|
|
|
|
964
|
|
Securities impairment charges
|
|
|
2,403
|
|
|
|
2,130
|
|
Interest on nonaccrual loans
|
|
|
951
|
|
|
|
318
|
|
Other
|
|
|
81
|
|
|
|
36
|
|
Less: Valuation allowance
|
|
|
(7,600
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred tax assets
|
|
|
15,693
|
|
|
|
18,521
|
|
|
|
|
|
|
|
|
|
|
Deferred tax liabilities:
|
|
|
|
|
|
|
|
|
Purchase accounting adjustments
|
|
|
62
|
|
|
|
129
|
|
Deferred loan fees
|
|
|
484
|
|
|
|
659
|
|
Federal Home Loan Bank stock dividends
|
|
|
6,715
|
|
|
|
6,715
|
|
Mortgage servicing rights
|
|
|
2,032
|
|
|
|
1,165
|
|
Unrealized gain on securities available for sale
|
|
|
2,092
|
|
|
|
1,746
|
|
Postretirement benefits accrual
|
|
|
121
|
|
|
|
182
|
|
Prepaid expenses
|
|
|
519
|
|
|
|
406
|
|
Other
|
|
|
18
|
|
|
|
74
|
|
|
|
|
|
|
|
|
|
|
Deferred tax liabilities
|
|
|
12,043
|
|
|
|
11,076
|
|
|
|
|
|
|
|
|
|
|
Net deferred tax asset
|
|
$
|
3,650
|
|
|
$
|
7,445
|
|
|
|
|
|
|
|
|
|
|
Management recorded a valuation allowance against deferred tax
assets at year-end 2009 based on its estimate of future reversal
and utilization. When determining the amount of deferred tax
assets that are more-likely-than-not to be realized, and
therefore recorded as a benefit, the Company conducts a regular
assessment of all available information. This information
includes, but is not limited to, taxable income in prior
periods, projected future income, and projected future reversals
of deferred tax items. Based on these criteria, and in
particular fourth quarter 2009 activity surrounding the
provision for loan losses, the Company determined that it was
necessary to establish a valuation allowance against deferred
tax assets of $7.6 million, resulting in a net deferred tax
asset of $3.7 million at December 31, 2009. The
remaining net deferred tax asset of $3.7 million at
December 31, 2009 is the amount of the asset supported by
taxable income in prior periods available for carryback claims.
Retained earnings at December 31, 2009 include
approximately $21.1 million for which no provision for
federal income taxes has been made. This amount represents the
tax bad debt reserve at December 31, 1987, which is the end
of United Communitys base year for purposes of calculating
the bad debt deduction for tax purposes. If this portion of
retained earnings is used in the future for any purpose other
than to absorb bad debts, the amount used will be added to
future taxable income. The unrecorded deferred tax liability on
the above amount at December 31, 2009 was approximately
$7.3 million.
As of December 31, 2008 and December 31, 2009, United
Community had no unrecognized tax benefits or accrued interest
and penalties recorded. United Community does not expect the
total amount of unrecognized tax benefits to significantly
increase within the next twelve months. United Community will
record interest and penalties as a component of income tax
expense.
71
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
United Community and its subsidiaries are subject to
U.S. federal income tax as well as income tax in the state
of Ohio for United Community. Home Savings is subject to tax in
Ohio based upon its net worth. United Community and its
subsidiary also file state income tax returns in Pennsylvania,
Indiana and Florida. United Community is no longer subject to
examination by taxing authorities for years prior to 2006.
Currently, United Communitys 2007 and 2008 federal tax
returns are under examination by the Internal Revenue Service.
Dividends
United Communitys source of funds for dividends to its
shareholders is earnings on its investments and dividends from
Home Savings. During the year ended December 31, 2009,
United Community paid no cash or stock dividends. While Home
Savings primary regulator is the FDIC, the OTS has
regulations that impose certain restrictions on payments of
dividends to United Community.
Home Savings must file an application with, and obtain approval
from, the OTS (i) if the proposed distribution would cause
total distributions for the calendar year to exceed net income
for that year to date plus retained net income (as defined) for
the preceding two years; (ii) if Home Savings would not be
at least adequately capitalized following the capital
distribution; (iii) if the proposed distribution would
violate a prohibition contained in any applicable statute,
regulation or agreement between Home Savings and the OTS or the
FDIC, or any condition imposed on Home Savings in an
OTS-approved application or notice. If Home Savings is not
required to file an application, it must file a notice of the
proposed capital distribution with the OTS. As of
December 31, 2009, Home Savings had no retained earnings
that could be distributed. Home Savings paid no dividends to
United Community during 2009. Under the Bank Order, Home Savings
is not permitted to pay cash dividends to United Community
without obtaining prior regulatory approval, and under the OTS
Order, United Community is not permitted to pay cash dividends
to its shareholders without obtaining prior regulatory approval.
Other
Comprehensive Income
Other comprehensive income included in the Consolidated
Statements of Shareholders Equity consists of unrealized
gains and losses on available for sale securities and changes in
unrealized gains and losses on postretirement liability. The
change includes reclassification of gains or (losses) and
impairment charges on sales of securities of $1.1 million,
$(4.2 million) and $(5,000) for the years ended
December 31, 2009, 2008 and 2007.
Other comprehensive income (loss) components and related tax
effects are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
|
(In thousands)
|
|
|
Unrealized holding gain (loss) on securities available for sale
|
|
$
|
1,990
|
|
|
$
|
369
|
|
|
$
|
2,338
|
|
Changes in net gains (losses) on postretirement benefit plans
|
|
|
(174
|
)
|
|
|
55
|
|
|
|
668
|
|
Reclassification adjustment for losses (gains) realized in income
|
|
|
(1,085
|
)
|
|
|
4,151
|
|
|
|
5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net unrealized gains
|
|
|
731
|
|
|
|
4,575
|
|
|
|
3,011
|
|
Tax effect (35)%
|
|
|
256
|
|
|
|
1,601
|
|
|
|
1,054
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net of tax amount
|
|
$
|
475
|
|
|
$
|
2,974
|
|
|
$
|
1,957
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
72
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The following is a summary of accumulated other comprehensive
income (loss) balances, net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at
|
|
|
Current
|
|
|
Balance at
|
|
|
|
December 31,
|
|
|
Period
|
|
|
December 31,
|
|
|
|
2008
|
|
|
Change
|
|
|
2009
|
|
|
|
(In thousands)
|
|
|
Unrealized gains (losses) on securities available for sale
|
|
$
|
3,297
|
|
|
$
|
588
|
|
|
$
|
3,885
|
|
Unrealized gains (losses) on postretirement benefits
|
|
|
338
|
|
|
|
(113
|
)
|
|
|
225
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
3,635
|
|
|
$
|
475
|
|
|
$
|
4,110
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liquidation
Account
At the time of the Conversion, Home Savings established a
liquidation account, totaling $141.4 million, which was
equal to its regulatory capital as of the latest practicable
date prior to the Conversion. In the event of a complete
liquidation, each eligible depositor will be entitled to receive
a distribution from the liquidation account in an amount
proportionate to the current adjusted qualifying balances for
the accounts then held.
|
|
17.
|
REGULATORY
CAPITAL REQUIREMENTS
|
Home Savings is subject to various regulatory capital
requirements administered by the federal banking agencies.
Failure to meet minimum capital requirements can initiate
certain mandatory, and possibly 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 and 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, risk
weightings, and other factors.
Quantitative measures established by regulation for capital
adequacy require Home Savings to maintain minimum amounts and
ratios of Tier 1 (or Core) capital (as defined in the
regulations) to average total assets (as defined), Tangible
capital (as defined) to adjusted total assets (as defined), and
of total risk-based capital (as defined) to risk-weighted assets
(as defined). Actual and statutory required capital amounts and
ratios for Home Savings are presented below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
To Be Well
|
|
|
|
|
|
|
|
|
|
Minimum
|
|
|
Capitalized
|
|
|
|
|
|
|
|
|
|
Capital
|
|
|
Under Prompt Corrective
|
|
|
|
Actual
|
|
|
Requirements
|
|
|
Action Provisions
|
|
|
|
Amount
|
|
|
Ratio
|
|
|
Amount
|
|
|
Ratio
|
|
|
Amount
|
|
|
Ratio
|
|
|
|
(In thousands)
|
|
|
Total risk-based capital to risk-weighted assets
|
|
$
|
220,395
|
|
|
|
12.80
|
%
|
|
$
|
137,783
|
|
|
|
8.00
|
%
|
|
$
|
172,229
|
|
|
|
10.00
|
%
|
Tier 1 capital to risk-weighted assets
|
|
|
198,610
|
|
|
|
11.53
|
|
|
|
*
|
|
|
|
*
|
|
|
|
103,337
|
|
|
|
6.00
|
|
Tier 1 capital to average total assets (leverage ratio)
|
|
|
198,610
|
|
|
|
8.22
|
|
|
|
96,658
|
|
|
|
4.00
|
|
|
|
120,822
|
|
|
|
5.00
|
|
73
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
To Be Well
|
|
|
|
|
|
|
|
|
|
Minimum
|
|
|
Capitalized
|
|
|
|
|
|
|
|
|
|
Capital
|
|
|
Under Prompt Corrective
|
|
|
|
Actual
|
|
|
Requirements
|
|
|
Action Provisions
|
|
|
|
Amount
|
|
|
Ratio
|
|
|
Amount
|
|
|
Ratio
|
|
|
Amount
|
|
|
Ratio
|
|
|
|
(In thousands)
|
|
|
Total risk-based capital to risk-weighted assets
|
|
$
|
242,944
|
|
|
|
12.06
|
%
|
|
$
|
161,163
|
|
|
|
8.00
|
%
|
|
$
|
201,454
|
|
|
|
10.00
|
%
|
Tier 1 capital to risk-weighted assets
|
|
|
217,630
|
|
|
|
10.80
|
|
|
|
*
|
|
|
|
*
|
|
|
|
120,872
|
|
|
|
6.00
|
|
Tier 1 capital to average total assets (leverage ratio)
|
|
|
217,630
|
|
|
|
8.20
|
|
|
|
106,180
|
|
|
|
4.00
|
|
|
|
132,724
|
|
|
|
5.00
|
|
|
|
|
* |
|
Ratio is not required under regulations. |
As of December 31, 2009 and 2008, the FDIC and OTS,
respectively, categorized Home Savings as adequately capitalized
pursuant to the Bank Order and OTS Order discussed in
Note 3. The Bank Order provided for Home Savings to
increase and maintain its Tier 1 leverage ratio to 8.0% and
total risk-based capital ratio to 12.0%. As depicted in the
table above, Home Savings exceeded this requirement.
Management believes, as of December 31, 2009, that Home
Savings meets all capital requirements to which it is subject,
inclusive of the Bank Order. Events beyond managements
control, such as fluctuations in interest rates or a downturn in
the economy in areas in which Home Savings loans and
securities are concentrated, could adversely affect future
earnings, and consequently Home Savings ability to meet
its future capital requirements. Refer to Note 3 of the
Consolidated Financial Statements for a complete discussion of
the limitations of the regulatory enforcement actions.
Postretirement
Benefit Plans
In addition to Home Savings retirement plans, Home Savings
sponsors a defined benefit health care plan that was curtailed
in 2000 to provide postretirement medical benefits for employees
who worked 20 years and attained a minimum age of 60 by
September 1, 2000, while in service with Home Savings. The
plan is unfunded and, as such, has no assets. Furthermore, the
plan is contributory and contains minor cost-sharing features
such as deductibles and coinsurance. In addition, postretirement
life insurance coverage is provided for employees who were
participants prior to December 10, 1976. The life insurance
plan is non-contributory. Home Savings policy is to pay
premiums monthly, with no pre-funding. The benefit obligation
was measured on December 31, 2009 and 2008. Information
about changes in obligations of the benefit plan follows:
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
|
(In thousands)
|
|
|
Change in Benefit Obligation:
|
|
|
|
|
|
|
|
|
Benefit obligation at beginning of year
|
|
$
|
3,273
|
|
|
$
|
3,370
|
|
Service cost
|
|
|
|
|
|
|
|
|
Interest cost
|
|
|
168
|
|
|
|
180
|
|
Actuarial (gain)/loss
|
|
|
174
|
|
|
|
(55
|
)
|
Benefits paid
|
|
|
(210
|
)
|
|
|
(222
|
)
|
|
|
|
|
|
|
|
|
|
Benefit obligation at end of the year
|
|
$
|
3,405
|
|
|
$
|
3,273
|
|
|
|
|
|
|
|
|
|
|
Funded status of the plan
|
|
$
|
(3,405
|
)
|
|
$
|
(3,273
|
)
|
|
|
|
|
|
|
|
|
|
74
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Amounts recognized in accumulated other comprehensive income,
net of tax at December 31, 2009 and 2008 consists of the
following:
|
|
|
|
|
|
|
|
|
|
|
The Year Ended December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
|
(In thousands)
|
|
|
Net actuarial gains (losses)
|
|
$
|
224
|
|
|
$
|
336
|
|
Prior service credit (cost)
|
|
|
1
|
|
|
|
2
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
225
|
|
|
$
|
338
|
|
|
|
|
|
|
|
|
|
|
The accumulated benefit obligation was $3.4 million and
$3.3 million at year-end 2009 and 2008, respectively.
Components of net periodic benefit cost/(gain) are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
|
(In thousands)
|
|
|
Service cost
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Interest cost
|
|
|
187
|
|
|
|
193
|
|
|
|
222
|
|
Expected return on plan assets
|
|
|
|
|
|
|
|
|
|
|
|
|
Net amortization of prior service cost
|
|
|
(1
|
)
|
|
|
(1
|
)
|
|
|
(1
|
)
|
Amortization of net actuarial gain
|
|
|
(18
|
)
|
|
|
(12
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic benefit cost
|
|
|
168
|
|
|
|
180
|
|
|
|
221
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss (gain)
|
|
|
(155
|
)
|
|
|
52
|
|
|
|
665
|
|
Prior service cost
|
|
|
|
|
|
|
3
|
|
|
|
3
|
|
Amortization of prior service cost
|
|
|
(19
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total recognized in other comprehensive income
|
|
|
(174
|
)
|
|
|
55
|
|
|
|
668
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total recognized in net periodic benefit cost and other
comprehensive income
|
|
$
|
(6
|
)
|
|
$
|
235
|
|
|
$
|
889
|
|
Assumptions used in the valuations were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average discount rate
|
|
|
5.75
|
%
|
|
|
6.00
|
%
|
|
|
5.75
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The estimated net loss and prior service costs for the
postretirement plan that will be amortized from accumulated
other comprehensive income into net periodic benefit cost over
the next fiscal year are $0 and $1,000.
The weighted-average annual assumed rate of increase in the per
capita cost of coverage benefits (i.e., health care cost trend
rate) used in the 2009 valuation was 9.0% and was assumed to
decrease to 5.0% for the year 2015 and remain at that level
thereafter. The weighted-average annual assumed rate of increase
in the per capita cost of coverage benefits used in the 2008
valuation was 10.0% and was assumed to decrease to 5.0% for the
year 2013 and remain at that level thereafter. The health care
cost trend rate assumption has a significant effect on the
amounts reported. A one-percentage point change in assumed
health care cost trend rates would have the following effects as
of December 31, 2009:
|
|
|
|
|
|
|
|
|
|
|
1 Percentage
|
|
|
1 Percentage
|
|
|
|
Point Increase
|
|
|
Point Decrease
|
|
|
|
(In thousands)
|
|
|
Effect on total of service and interest cost components
|
|
$
|
13
|
|
|
$
|
12
|
|
Effect on the postretirement benefit obligation
|
|
|
231
|
|
|
|
213
|
|
|
|
|
|
|
|
|
|
|
75
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
United Community anticipates benefits payable over the next ten
years as follows:
|
|
|
|
|
|
|
In thousands
|
|
|
2010
|
|
$
|
305
|
|
2011
|
|
|
312
|
|
2012
|
|
|
316
|
|
2013
|
|
|
316
|
|
2014
|
|
|
312
|
|
2015-2019
|
|
|
1,410
|
|
|
|
|
|
|
Total
|
|
$
|
2,971
|
|
|
|
|
|
|
401(k)
Savings Plan
Home Savings sponsors a defined contribution 401(k) savings
plan, which covers substantially all employees. Under the
provisions of the plan, Home Savings matching contribution
is discretionary and may be changed from year to year. For 2009,
2008 and 2007, Home Savings match was 50% of pre-tax
contributions, up to a maximum of 6% of the employees base
pay. Participants become 100% vested in Home Savings
contributions upon completion of three years of service. For the
years ended 2009, 2008 and 2007, the expense related to this
plan was approximately $518,000, $521,000 and $531,000,
respectively.
Employee
Stock Ownership Plan
In conjunction with the Conversion, United Community established
an Employee Stock Ownership Plan (ESOP) for the benefit of the
employees of United Community and Home Savings. All full-time
employees who meet certain age and years of service criteria are
eligible to participate in the ESOP. The ESOP is a tax-qualified
retirement plan designed to invest primarily in the stock of
United Community. The ESOP borrowed $26.8 million from
United Community to purchase 2,752,615 shares in
conjunction with the conversion. The term of the loan is
15 years and is being repaid primarily with contributions
from Home Savings to the ESOP. Additionally,
1,643,817 shares were purchased with the return of capital
distribution in 1999. During 2008, 42,890 shares were added
to the plan from the stock dividend paid in the fourth quarter
of that year.
The loan is collateralized by the shares of common stock held by
the ESOP. As the note is repaid, shares are released from
collateral based on the proportion of the payment in relation to
total payments required to be made on the loan. The shares
released from collateral are then allocated to participants on
the basis of compensation as described in the plan. Compensation
expense is determined by multiplying the average per share
market price of United Communitys stock during the period
by the number of shares to be released. United Community
recognized approximately $400,000, $1.4 million and
$2.7 million in compensation expense for the years ended
December 31, 2009, 2008 and 2007, respectively, related to
the ESOP. Unallocated shares are considered neither outstanding
shares for computation of basic earnings per share nor
potentially dilutive securities for computation of diluted
earnings per share. Dividends on unallocated ESOP shares, if
any, are reflected as a reduction in the loan (and Home
Savings contribution is reduced accordingly). During the
year ended December 31, 2009, 303,057 shares were
released or committed to be released for allocation and
equivalent share amounts were released or committed to be
released in 2008 and 2007. Shares remaining not released or
committed to be released for allocation at December 31,
2009 totaled 968,531 and had a fair value of approximately
$1.4 million.
Long-Term
Incentive Plan
On July 12, 1999, shareholders approved the United
Community Financial Corp. 1999 Long-Term Incentive Plan (1999
Plan). The purpose of the 1999 Plan is 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 1999 Plan terminated on May 20, 2009.
76
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The 1999 Plan provided for the grant of options, which may
qualify as either incentive or nonqualified stock options. The
incentive plan provided that option prices will not be 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
plan was 3,569,766. There were 312,000 stock options granted in
2009 under the 1999 plan, however, no additional options may be
issued under the 1999 Plan. All of the previous options awarded
became exercisable on the date of grant. For the options granted
in 2009, one third of the total options granted become
exercisable on December 31, 2009, 2010 and 2011. The option
period for each grant expires 10 years from the date of
grant.
On April 26, 2007, shareholders approved the United
Community Financial Corp. 2007 Long-Term Incentive Plan (2007
Plan). The purpose of the 2007 Plan is the same as that of the
1999 Plan. The 2007 Plan provides for the issuance of up to
2,000,000 shares that are to be used for awards of
restricted stock shares, stock options, performance awards,
stock appreciation rights (SARs), or other forms of stock-based
incentive awards. There were 32,000 stock options granted in
2009 and there were 243,721 stock options granted in 2008 under
the 2007 Plan. All of the options awarded in 2008 became
exercisable on the date of grant. For the options granted in
2009, one third of the total options granted become exercisable
on December 31, 2009, 2010 and 2011. The option period for
each grant expires 10 years from the date of grant.
A summary of activity in the plans is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31, 2009
|
|
|
|
|
|
|
Weighted Average
|
|
|
Aggregate Intrinsic
|
|
|
|
Shares
|
|
|
Exercise Price
|
|
|
Value
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
|
Outstanding at beginning of year
|
|
|
2,092,128
|
|
|
$
|
9.08
|
|
|
|
|
|
Granted
|
|
|
344,000
|
|
|
|
1.86
|
|
|
|
|
|
Exercised
|
|
|
|
|
|
|
|
|
|
|
|
|
Forfeited
|
|
|
(232,790
|
)
|
|
|
9.17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at end of period
|
|
|
2,203,338
|
|
|
$
|
7.94
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fully vested and expected to vest
|
|
|
2,203,338
|
|
|
$
|
7.94
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options exercisable at end of period
|
|
|
1,974,021
|
|
|
$
|
8.65
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Information related to the stock option plan during each year
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
Intrinsic value of options exercised
|
|
$
|
|
|
|
$
|
|
|
|
$
|
99
|
|
Cash received from option exercises
|
|
|
|
|
|
|
|
|
|
|
176
|
|
Tax benefit realized from option exercises
|
|
|
|
|
|
|
|
|
|
|
12
|
|
Weighted average fair value of options granted
|
|
|
1.07
|
|
|
|
0.68
|
|
|
|
|
|
As of December 31, 2009, there was $244,000 of total
unrecognized compensation cost related to nonvested stock
options granted under the Plan. The cost is expected to be
recognized over a weighted-average period of 2.0 years.
The fair value of options granted in 2009 was determined using
the following weighted-average assumptions as of the grant date:
|
|
|
|
|
Risk-free interest rate
|
|
|
2.19
|
%
|
Expected term (years)
|
|
|
5
|
|
Expected stock volatility
|
|
|
67.66
|
%
|
Dividend yield
|
|
|
0.00
|
%
|
Outstanding stock options have a weighted average remaining life
of 4.59 years and may be exercised in the range of $1.30 to
$12.38.
77
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Employee
Stock Purchase Plan
During 2005, United Community established an employee stock
purchase plan (ESPP). Under this plan, United Community provides
employees of Home Savings the opportunity to purchase United
Community Financial Corporations common shares through
payroll deduction. Participation in the plan is voluntary and
payroll deductions are made on an after-tax basis. The maximum
amount an employee can have deducted is nine hundred dollars per
biweekly pay. Shares are purchased on the open market and
administrative fees are paid by United Community. Expense
related to this plan is a component of the Shareholder Dividend
Reinvestment Plan and the expense recognized is considered
immaterial.
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 entitys own assumptions about the
assumptions that market participants would use in pricing an
asset or liability.
United Community used 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) or matrix pricing, which is a mathematical
technique widely used to in the industry to value debt
securities without relying exclusively on quoted prices for the
specific securities but rather by relying on the
securities relationship to other benchmark quoted
securities (Level 2 inputs).
Impaired loans: The fair value of impaired
loans with specific allocations of the allowance for loan losses
is generally 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 appraisers to adjust for differences between the
comparable sales and income data available. Such adjustments are
typically significant and result in a Level 3
classification of the inputs for determining fair value.
Foreclosed assets: Nonrecurring adjustments to
certain commercial and residential real estate properties
classified as other real estate owned (OREO) are measured at the
lower of carrying amount or fair value, less costs to sell. Fair
values are generally based on third party appraisals of the
property, resulting in a Level 3 classification. In cases
where the carrying amount exceeds the fair value, less costs to
sell, an impairment loss is recognized.
Mortgage servicing rights: Fair Value is 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.
Loans held for sale: Loans held for sale are
carried at the lower of cost or fair value, as determined by
outstanding commitments, from third party investors.
78
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Assets
and Liabilities Measured on a Recurring Basis
Assets and liabilities measured at fair value on a recurring
basis are summarized below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements at December 31, 2009 Using:
|
|
|
|
|
|
|
Quoted Prices in
|
|
|
Significant
|
|
|
|
|
|
|
|
|
|
Active Markets
|
|
|
Other
|
|
|
Significant
|
|
|
|
|
|
|
for Identical
|
|
|
Observable
|
|
|
Unobservable
|
|
|
|
December 31,
|
|
|
Assets
|
|
|
Inputs
|
|
|
Inputs
|
|
|
|
2009
|
|
|
(Level 1)
|
|
|
(Level 2)
|
|
|
(Level 3)
|
|
|
|
(Dollars in thousands)
|
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available for sale securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
US Treasury and government sponsored entities securities
|
|
$
|
48,922
|
|
|
$
|
|
|
|
$
|
48,922
|
|
|
$
|
|
|
Equity securities
|
|
|
708
|
|
|
|
708
|
|
|
|
|
|
|
|
|
|
Mortgage-backed securities: residential
|
|
|
231,718
|
|
|
|
|
|
|
|
231,718
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements at December 31, 2008 Using:
|
|
|
|
|
|
|
Quoted Prices in
|
|
|
Significant
|
|
|
|
|
|
|
|
|
|
Active Markets
|
|
|
Other
|
|
|
Significant
|
|
|
|
|
|
|
for Identical
|
|
|
Observable
|
|
|
Unobservable
|
|
|
|
December 31,
|
|
|
Assets
|
|
|
Inputs
|
|
|
Inputs
|
|
|
|
2008
|
|
|
(Level 1)
|
|
|
(Level 2)
|
|
|
(Level 3)
|
|
|
|
(Dollars in thousands)
|
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available for sale securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
US Treasury and government sponsored entities securities
|
|
$
|
27,170
|
|
|
$
|
|
|
|
$
|
27,170
|
|
|
$
|
|
|
Equity securities
|
|
|
910
|
|
|
|
910
|
|
|
|
|
|
|
|
|
|
Mortgage-backed securities: residential
|
|
|
187,651
|
|
|
|
|
|
|
|
187,651
|
|
|
|
|
|
Assets
and Liabilities Measured on a Non-Recurring Basis
Assets and liabilities measured at fair value on a non-recurring
basis are summarized below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements at December 31, 2009 Using:
|
|
|
|
|
|
|
Quoted Prices in
|
|
|
Significant
|
|
|
|
|
|
|
|
|
|
Active Markets
|
|
|
Other
|
|
|
Significant
|
|
|
|
|
|
|
for Identical
|
|
|
Observable
|
|
|
Unobservable
|
|
|
|
December 31,
|
|
|
Assets
|
|
|
Inputs
|
|
|
Inputs
|
|
|
|
2009
|
|
|
(Level 1)
|
|
|
(Level 2)
|
|
|
(Level 3)
|
|
|
|
(Dollars in thousands)
|
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impaired loans
|
|
$
|
32,298
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
32,298
|
|
Mortgage servicing assets
|
|
|
1,865
|
|
|
|
|
|
|
|
1,865
|
|
|
|
|
|
Foreclosed assets
|
|
|
19,534
|
|
|
|
|
|
|
|
|
|
|
|
19,534
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements at December 31, 2008 Using:
|
|
|
|
|
|
|
Quoted Prices in
|
|
|
Significant
|
|
|
|
|
|
|
|
|
|
Active Markets
|
|
|
Other
|
|
|
Significant
|
|
|
|
|
|
|
for Identical
|
|
|
Observable
|
|
|
Unobservable
|
|
|
|
December 31,
|
|
|
Assets
|
|
|
Inputs
|
|
|
Inputs
|
|
|
|
2008
|
|
|
(Level 1)
|
|
|
(Level 2)
|
|
|
(Level 3)
|
|
|
|
(Dollars in thousands)
|
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impaired loans
|
|
$
|
33,024
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
33,024
|
|
Mortgage servicing assets
|
|
|
2,421
|
|
|
|
|
|
|
|
2,421
|
|
|
|
|
|
79
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
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 carrying amount of $36.4 million at
December 31, 2009, with a specific valuation allowance of
$4.1 million, resulting in additional provision for loan
losses of $1.8 million during the year.
Mortgage servicing rights had a carrying amount of
$2.3 million with a valuation allowance of $423,000 at
December 31, 2009, and are valued by an independent third
party that is active in purchasing and selling these
instruments. The value reflects the characteristics of the
underlying loans discounted at a market multiple.
Real estate owned and other repossessed assets, carried at fair
value, which are measured for impairment using the fair value of
the property less estimated selling costs, had a carrying amount
of $31.0 million, with a valuation allowance of
$7.9 million at December 31, 2009.
Fair
value of financial instruments
The estimated fair values of financial instruments have been
determined by United Community using available market
information and appropriate valuation methodologies.
Considerable judgment is required in interpreting market data to
develop the estimates of fair value. Accordingly, the estimates
presented herein are not necessarily indicative of the amounts
that United Community could realize in a current market
exchange. The use of different market assumptions
and/or
estimation methodologies may have a material effect on the
estimated fair value amounts.
Cash and cash equivalents, accrued interest receivable and
payable and advance payments by borrowers for taxes and
insurance The carrying amounts as reported in
the Statements of Financial Condition are a reasonable estimate
of fair value due to their short-term nature.
Securities Fair values are based on quoted
market prices, dealer quotes, and prices obtained from
independent pricing services.
Loans held for sale The fair value of loans
held for sale is based on market quotes.
Loans The fair value is estimated by
discounting the future cash flows using the current market rates
for loans of similar maturities with adjustments for market and
credit risks.
Federal Home Loan Bank stock It is not
practical to determine the fair value of Federal Home Loan Bank
stock due to restrictions placed on its transferability.
Deposits The fair value of demand deposits,
savings accounts and money market deposit accounts is the amount
payable on demand at the reporting date. The fair value of
fixed-maturity certificates of deposit is estimated using rates
currently offered for deposits of similar remaining maturities.
Borrowed funds For short-term borrowings,
fair value is estimated to be carrying value. The fair value of
other borrowings is based on current rates for similar financing.
Limitations Fair value estimates are made at
a specific point in time, based on relevant market information
and information about the financial instrument. These estimates
do not reflect any premium or discount that could result from
offering for sale at one time United Communitys entire
holdings of a particular financial instrument. Because no market
exists for a significant portion of United Communitys
financial instruments, fair value estimates are based on
judgments regarding future expected loss experience, current
economic conditions, risk characteristics of various financial
instruments and other factors. These estimates are subjective in
nature and involve uncertainties and matters of significant
judgment and therefore cannot be determined with precision.
Changes in assumptions could significantly affect the estimates.
Fair value estimates are based on existing on and off balance
sheet financial instruments without attempting to estimate the
value of anticipated future business and the value of assets and
liabilities that are not considered financial instruments. For
example, a significant asset not considered a financial asset is
premises and equipment. In
80
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
addition, tax ramifications related to the realization of the
unrealized gains and losses can have a significant effect on
fair value estimates and have not been considered in any of the
estimates.
The fair value estimates presented herein are based on pertinent
information available to management as of December 31, 2009
and 2008, respectively. Although management is not aware of any
factors that would significantly affect the estimated fair value
amounts, such amounts have not been comprehensively revalued for
purposes of these financial statements since that date, and,
therefore, current estimates of fair value may differ
significantly from the amounts presented herein. Carrying amount
and estimated fair values of financial instruments were as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2009
|
|
|
December 31, 2008
|
|
|
|
Carrying
|
|
|
Fair
|
|
|
Carrying
|
|
|
Fair
|
|
|
|
Value
|
|
|
Value
|
|
|
Value
|
|
|
Value
|
|
|
|
(In thousands)
|
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
45,074
|
|
|
$
|
45,074
|
|
|
$
|
43,417
|
|
|
$
|
43,417
|
|
Available for sale securities
|
|
|
281,348
|
|
|
|
281,348
|
|
|
|
215,731
|
|
|
|
215,731
|
|
Loans held for sale
|
|
|
10,497
|
|
|
|
10,551
|
|
|
|
16,032
|
|
|
|
16,358
|
|
Loans, net
|
|
|
1,866,018
|
|
|
|
1,873,776
|
|
|
|
2,203,453
|
|
|
|
2,203,606
|
|
Federal Home Loan Bank stock
|
|
|
26,464
|
|
|
|
n/a
|
|
|
|
26,464
|
|
|
|
n/a
|
|
Accrued interest receivable
|
|
|
9,090
|
|
|
|
9,090
|
|
|
|
10,082
|
|
|
|
10,082
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Checking, savings and money market accounts
|
|
|
(729,512
|
)
|
|
|
(729,512
|
)
|
|
|
(660,675
|
)
|
|
|
(660,675
|
)
|
Certificates of deposit
|
|
|
(1,039,989
|
)
|
|
|
(1,051,133
|
)
|
|
|
(1,225,256
|
)
|
|
|
(1,237,262
|
)
|
Federal Home Loan Bank advances
|
|
|
(221,323
|
)
|
|
|
(227,350
|
)
|
|
|
(337,603
|
)
|
|
|
(348,185
|
)
|
Repurchase agreements and other
|
|
|
(96,833
|
)
|
|
|
(105,546
|
)
|
|
|
(125,269
|
)
|
|
|
(138,862
|
)
|
Advance payments by borrowers for taxes and insurance
|
|
|
(19,791
|
)
|
|
|
(19,791
|
)
|
|
|
(19,806
|
)
|
|
|
(19,806
|
)
|
Accrued interest payable
|
|
|
(1,421
|
)
|
|
|
(1,421
|
)
|
|
|
(3,077
|
)
|
|
|
(3,077
|
)
|
The Company has not considered market illiquidity in estimating
the fair value of loans due to uncertain and inconsistent market
pricing being experienced at December 31, 2009 and 2008.
81
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
20.
|
STATEMENT
OF CASH FLOWS SUPPLEMENTAL DISCLOSURE
|
Supplemental disclosures of cash flow information are summarized
below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
|
(In thousands)
|
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid during the year for:
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest on deposits and borrowings
|
|
$
|
57,605
|
|
|
$
|
83,676
|
|
|
$
|
91,107
|
|
Interest capitalized on borrowings
|
|
|
|
|
|
|
|
|
|
|
30
|
|
Income taxes
|
|
|
600
|
|
|
|
3,859
|
|
|
|
13,146
|
|
Supplemental schedule of noncash activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans transferred to held for sale
|
|
|
71,707
|
|
|
|
|
|
|
|
76,493
|
|
Transfers from loans to real estate owned
|
|
|
23,192
|
|
|
|
36,429
|
|
|
|
14,356
|
|
Transfers from premises and equipment to assets held for sale
|
|
|
714
|
|
|
|
|
|
|
|
|
|
|
|
21.
|
PARENT
COMPANY FINANCIAL STATEMENTS
|
Condensed
Statements of Financial Condition
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
|
(In thousands)
|
|
|
Assets
|
|
|
|
|
|
|
|
|
Cash and deposits with banks
|
|
$
|
8,015
|
|
|
$
|
3,060
|
|
Federal funds sold and other
|
|
|
9
|
|
|
|
33
|
|
|
|
|
|
|
|
|
|
|
Total cash and cash equivalents
|
|
|
8,024
|
|
|
|
3,093
|
|
Securities:
|
|
|
|
|
|
|
|
|
Available for sale
|
|
|
633
|
|
|
|
809
|
|
Note receivable from ESOP
|
|
|
8,657
|
|
|
|
10,951
|
|
Investment in subsidiary-Home Savings
|
|
|
203,227
|
|
|
|
222,287
|
|
Investment in subsidiary-Butler Wick
|
|
|
|
|
|
|
3,174
|
|
Other assets
|
|
|
272
|
|
|
|
1,662
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
220,813
|
|
|
$
|
241,976
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Shareholders Equity
|
|
|
|
|
|
|
|
|
Repurchase agreements and other
|
|
$
|
|
|
|
$
|
6,900
|
|
Accrued interest payable
|
|
|
|
|
|
|
46
|
|
Accrued expenses and other liabilities
|
|
|
1,030
|
|
|
|
107
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
1,030
|
|
|
|
7,053
|
|
|
|
|
|
|
|
|
|
|
Total shareholders equity
|
|
|
219,783
|
|
|
|
234,923
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and shareholders equity
|
|
$
|
220,813
|
|
|
$
|
241,976
|
|
|
|
|
|
|
|
|
|
|
82
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Condensed
Statements of Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
|
(In thousands)
|
|
|
Income
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash dividends from Home Savings
|
|
$
|
|
|
|
$
|
|
|
|
$
|
6,000
|
|
Cash dividends from Butler Wick
|
|
|
11,890
|
|
|
|
14,700
|
|
|
|
3,000
|
|
Interest income
|
|
|
847
|
|
|
|
2,208
|
|
|
|
3,380
|
|
Non-interest income (loss)
|
|
|
(681
|
)
|
|
|
(1,226
|
)
|
|
|
31
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total income
|
|
|
12,056
|
|
|
|
15,682
|
|
|
|
12,411
|
|
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
48
|
|
|
|
1,341
|
|
|
|
2,092
|
|
Non-interest expenses
|
|
|
2,190
|
|
|
|
1,980
|
|
|
|
2,419
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses
|
|
|
2,238
|
|
|
|
3,321
|
|
|
|
4,511
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes
|
|
|
9,818
|
|
|
|
12,361
|
|
|
|
7,900
|
|
Income tax benefit
|
|
|
(721
|
)
|
|
|
(1,304
|
)
|
|
|
(270
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before equity in undistributed net earnings of
subsidiaries
|
|
|
10,539
|
|
|
|
13,665
|
|
|
|
8,170
|
|
Decrease in undistributed earnings of subsidiaries
|
|
|
(27,312
|
)
|
|
|
(48,944
|
)
|
|
|
(4,037
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
(16,773
|
)
|
|
$
|
(35,279
|
)
|
|
$
|
4,133
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
83
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Condensed
Statements of Cash Flows
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
|
(In thousands)
|
|
|
Cash Flows from Operating Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
(16,773
|
)
|
|
$
|
(35,279
|
)
|
|
$
|
4,133
|
|
Adjustments to reconcile net income to net cash provided by
operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends in excess of earnings of the subsidiaries
|
|
|
27,312
|
|
|
|
48,944
|
|
|
|
4,037
|
|
Security impairment charges
|
|
|
752
|
|
|
|
1,188
|
|
|
|
|
|
Decrease in trading securities
|
|
|
|
|
|
|
312
|
|
|
|
247
|
|
Decrease (increase) in interest receivable
|
|
|
|
|
|
|
|
|
|
|
18
|
|
Decrease (increase) in other assets
|
|
|
1,903
|
|
|
|
(1,752
|
)
|
|
|
|
|
(Decrease) increase in accrued interest payable
|
|
|
(46
|
)
|
|
|
(197
|
)
|
|
|
142
|
|
Stock based compensation
|
|
|
30
|
|
|
|
|
|
|
|
|
|
Decrease in other liabilities
|
|
|
(3,641
|
)
|
|
|
(763
|
)
|
|
|
(64
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash from operating activities
|
|
|
9,537
|
|
|
|
12,453
|
|
|
|
8,513
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Investing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of:
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities available for sale
|
|
|
|
|
|
|
|
|
|
|
|
|
Repayment of (investment in) subordinated debt issued by Home
Savings
|
|
|
|
|
|
|
30,000
|
|
|
|
|
|
Equity investment in Home Savings
|
|
|
|
|
|
|
(16,250
|
)
|
|
|
|
|
ESOP loan repayment
|
|
|
2,294
|
|
|
|
2,120
|
|
|
|
1,263
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash from investing activities
|
|
|
2,294
|
|
|
|
15,870
|
|
|
|
1,263
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Financing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash dividends paid
|
|
|
|
|
|
|
(4,064
|
)
|
|
|
(10,847
|
)
|
Net (decrease) increase in borrowed funds
|
|
|
(6,900
|
)
|
|
|
(29,400
|
)
|
|
|
18,000
|
|
Purchase of treasury stock
|
|
|
|
|
|
|
|
|
|
|
(9,709
|
)
|
Exercise of stock options
|
|
|
|
|
|
|
|
|
|
|
176
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash from financing activities
|
|
|
(6,900
|
)
|
|
|
(33,464
|
)
|
|
|
(2,380
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in cash and cash equivalents
|
|
|
4,931
|
|
|
|
(5,141
|
)
|
|
|
7,396
|
|
Cash and cash equivalents, beginning of year
|
|
|
3,093
|
|
|
|
8,234
|
|
|
|
838
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of year
|
|
$
|
8,024
|
|
|
$
|
3,093
|
|
|
$
|
8,234
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United Communitys chief decision-makers monitor the
revenue streams of the various Company products and services.
The identifiable segments are not material, operations are
managed, and financial performance is evaluated on a
Company-wide basis. Accordingly, all of the Companys
financial service operations are considered by management to be
aggregated in one reportable operating segment, which is banking
services.
Discontinued operations are essentially the results of
operations from Butler Wick Corp. which were previously reported
as a separate segment, investment services. Refer to Note 4
for a discussion on discontinued operations and its impact on
segment reporting.
84
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Earnings per share are computed by dividing net income by the
weighted average number of shares outstanding during the period.
Diluted earnings per share is computed using the weighted
average number of common shares determined for the basic
computation plus the dilutive effect of potential common shares
that could be issued under outstanding stock options. Stock
options for 2,179,338 shares were anti-dilutive for the
year ended December 31, 2009. Stock options for
2,092,128 shares were anti-dilutive for the year ended
December 31, 2008. Stock options for 734,353 shares
were anti-dilutive for the year ended December 31, 2007.
Earnings per share for 2007 have been adjusted to reflect a
stock dividend declared in November 2008.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
|
(In thousands, except per share data)
|
|
|
Numerator:
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations
|
|
$
|
(21,722
|
)
|
|
$
|
(37,229
|
)
|
|
$
|
1,714
|
|
Income from discontinued operations
|
|
|
4,949
|
|
|
|
1,950
|
|
|
|
2,419
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
(16,773
|
)
|
|
$
|
(35,279
|
)
|
|
$
|
4,133
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding basic
|
|
|
29,766
|
|
|
|
29,463
|
|
|
|
29,519
|
|
Dilutive effect of stock options
|
|
|
|
|
|
|
|
|
|
|
118
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding dilutive
|
|
|
29,766
|
|
|
|
29,463
|
|
|
|
29,637
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings (loss) per common
share continuing operations
|
|
$
|
(0.73
|
)
|
|
$
|
(1.26
|
)
|
|
$
|
0.06
|
|
Basic earnings per common share discontinued
operations
|
|
|
0.17
|
|
|
|
0.06
|
|
|
|
0.08
|
|
Basic earnings (loss) per common share
|
|
|
(0.56
|
)
|
|
|
(1.20
|
)
|
|
|
0.14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dilutive earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
Dilutive earnings (loss) per common
share continuing operations
|
|
$
|
(0.73
|
)
|
|
$
|
(1.26
|
)
|
|
$
|
0.06
|
|
Dilutive earnings per common share discontinued
operations
|
|
|
0.17
|
|
|
|
0.06
|
|
|
|
0.08
|
|
Dilutive earnings (loss) per common share
|
|
|
(0.56
|
)
|
|
|
(1.20
|
)
|
|
|
0.14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
85
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
24.
|
QUARTERLY
FINANCIAL INFORMATION (UNAUDITED)
|
The following table presents summarized quarterly data for each
of the years indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unaudited
|
|
|
|
First
|
|
|
Second
|
|
|
Third
|
|
|
Fourth
|
|
|
|
|
|
|
Quarter
|
|
|
Quarter
|
|
|
Quarter
|
|
|
Quarter
|
|
|
Total
|
|
|
|
(In thousands, except per share data)
|
|
|
2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
$
|
34,428
|
|
|
$
|
33,391
|
|
|
$
|
32,755
|
|
|
$
|
31,289
|
|
|
$
|
131,863
|
|
Interest expense
|
|
|
15,699
|
|
|
|
14,704
|
|
|
|
13,350
|
|
|
|
12,196
|
|
|
|
55,949
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income
|
|
|
18,729
|
|
|
|
18,687
|
|
|
|
19,405
|
|
|
|
19,093
|
|
|
|
75,914
|
|
Provision for loan losses
|
|
|
8,444
|
|
|
|
12,311
|
|
|
|
5,579
|
|
|
|
22,740
|
|
|
|
49,074
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income after provision for loan losses
|
|
|
10,285
|
|
|
|
6,376
|
|
|
|
13,826
|
|
|
|
(3,647
|
)
|
|
|
26,840
|
|
Non-interest income
|
|
|
2,743
|
|
|
|
6,205
|
|
|
|
119
|
|
|
|
4,851
|
|
|
|
13,918
|
|
Non-interest expenses
|
|
|
16,399
|
|
|
|
17,202
|
|
|
|
15,385
|
|
|
|
14,654
|
|
|
|
63,640
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before taxes and discontinued operations
|
|
|
(3,371
|
)
|
|
|
(4,621
|
)
|
|
|
(1,440
|
)
|
|
|
(13,450
|
)
|
|
|
(22,882
|
)
|
Income tax expense (benefit)
|
|
|
(1,692
|
)
|
|
|
(1,707
|
)
|
|
|
(573
|
)
|
|
|
2,812
|
|
|
|
(1,160
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss before discontinued operations
|
|
|
(1,679
|
)
|
|
|
(2,914
|
)
|
|
|
(867
|
)
|
|
|
(16,262
|
)
|
|
|
(21,722
|
)
|
Discontinued operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income of Butler Wick Corp., net of tax
|
|
|
4,949
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,949
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
3,270
|
|
|
$
|
(2,914
|
)
|
|
$
|
(867
|
)
|
|
$
|
(16,262
|
)
|
|
$
|
(16,773
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings (loss) from continuing operations
|
|
$
|
(0.06
|
)
|
|
$
|
(0.10
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
(0.54
|
)
|
|
$
|
(0.73
|
)
|
Basic earnings from discontinued operations
|
|
|
0.17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.17
|
|
Basic earnings (loss)
|
|
|
0.11
|
|
|
|
(0.10
|
)
|
|
|
(0.03
|
)
|
|
|
(0.54
|
)
|
|
|
(0.56
|
)
|
Diluted earnings (loss) from continuing operations
|
|
|
(0.06
|
)
|
|
|
(0.10
|
)
|
|
|
(0.03
|
)
|
|
|
(0.54
|
)
|
|
|
(0.73
|
)
|
Diluted earnings from discontinued operations
|
|
|
0.17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.17
|
|
Diluted earnings (loss)
|
|
|
0.11
|
|
|
|
(0.10
|
)
|
|
|
(0.03
|
)
|
|
|
(0.54
|
)
|
|
|
(0.56
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
86
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The loss incurred for the second quarter of 2009 was primarily
due to an increased provision for loan losses and increased
federal deposit insurance premiums. The loss incurred for the
fourth quarter of 2009 was primarily due to an increase in the
provision for loan losses, the establishment of a valuation
allowance related to the net deferred tax asset and, to a lesser
extent, write-downs of real estate owned by the Company.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unaudited
|
|
|
|
First
|
|
|
Second
|
|
|
Third
|
|
|
Fourth
|
|
|
|
|
|
|
Quarter
|
|
|
Quarter
|
|
|
Quarter
|
|
|
Quarter
|
|
|
Total
|
|
|
|
(In thousands, except per share data)
|
|
|
2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
$
|
39,627
|
|
|
$
|
38,202
|
|
|
$
|
37,748
|
|
|
$
|
36,601
|
|
|
$
|
152,178
|
|
Interest expense
|
|
|
22,685
|
|
|
|
19,287
|
|
|
|
18,951
|
|
|
|
17,993
|
|
|
|
78,916
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income
|
|
|
16,942
|
|
|
|
18,915
|
|
|
|
18,797
|
|
|
|
18,608
|
|
|
|
73,262
|
|
Provision for loan losses
|
|
|
2,466
|
|
|
|
3,248
|
|
|
|
8,995
|
|
|
|
10,620
|
|
|
|
25,329
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income after provision for loan losses
|
|
|
14,476
|
|
|
|
15,667
|
|
|
|
9,802
|
|
|
|
7,988
|
|
|
|
47,933
|
|
Non-interest income
|
|
|
6,270
|
|
|
|
2,908
|
|
|
|
(2,375
|
)
|
|
|
(1,019
|
)
|
|
|
5,784
|
|
Non-interest expenses
|
|
|
14,964
|
|
|
|
15,161
|
|
|
|
49,516
|
|
|
|
14,545
|
|
|
|
94,186
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before taxes and discontinued operations
|
|
|
5,782
|
|
|
|
3,414
|
|
|
|
(42,089
|
)
|
|
|
(7,576
|
)
|
|
|
(40,469
|
)
|
Income tax expense (benefit)
|
|
|
2,018
|
|
|
|
1,110
|
|
|
|
(3,132
|
)
|
|
|
(3,236
|
)
|
|
|
(3,240
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) before discontinued operations
|
|
|
3,764
|
|
|
|
2,304
|
|
|
|
(38,957
|
)
|
|
|
(4,340
|
)
|
|
|
(37,229
|
)
|
Discontinued operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income of Butler Wick Corp., net of tax
|
|
|
279
|
|
|
|
425
|
|
|
|
403
|
|
|
|
843
|
|
|
|
1,950
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
4,043
|
|
|
$
|
2,729
|
|
|
$
|
(38,554
|
)
|
|
$
|
(3,497
|
)
|
|
$
|
(35,279
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings (loss) from continuing operations
|
|
$
|
0.13
|
|
|
$
|
0.08
|
|
|
$
|
(1.32
|
)
|
|
$
|
(0.15
|
)
|
|
$
|
(1.26
|
)
|
Basic earnings from discontinued operations
|
|
|
0.01
|
|
|
|
0.02
|
|
|
|
0.01
|
|
|
|
0.03
|
|
|
|
0.06
|
|
Basic earnings (loss)
|
|
|
0.14
|
|
|
|
0.10
|
|
|
|
(1.31
|
)
|
|
|
(0.12
|
)
|
|
|
(1.20
|
)
|
Diluted earnings (loss) from continuing operations
|
|
|
0.13
|
|
|
|
0.08
|
|
|
|
(1.32
|
)
|
|
|
(0.15
|
)
|
|
|
(1.26
|
)
|
Diluted earnings from discontinued operations
|
|
|
0.01
|
|
|
|
0.02
|
|
|
|
0.01
|
|
|
|
0.03
|
|
|
|
0.06
|
|
Diluted earnings (loss)
|
|
|
0.14
|
|
|
|
0.10
|
|
|
|
(1.31
|
)
|
|
|
(0.12
|
)
|
|
|
(1.20
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In the third quarter of 2008, the Company recognized an
impairment charge related to goodwill that increased noninterest
expense. Also in the third quarter of 2008, other-than-temporary
impairment charges related to securities were taken that reduced
noninterest income.
On November 30, 2009, Home Savings entered into an
agreement with The Union Bank Company, a wholly-owned subsidiary
of United Bancshares, Inc. for the sale of Home Savings
Findlay, Ohio branch. In the transaction, Union Bank will assume
all of the deposit liabilities and buy the related fixed assets
of the branch. In addition, Union Bank will acquire
approximately $2.0 million in loans and $714,000 in fixed
assets associated with the branch. Union Bank will also assume
approximately $27.4 million in deposits associated with the
branch. The Board of Directors of both companies approved the
transaction. No shareholder approvals are required. The
transaction is subject to customary conditions, including
regulatory approvals, and is expected to close in the first
quarter of 2010.
87
REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
ON FINANCIAL STATEMENTS
To the Shareholders and Board of Directors
United Community Financial Corp.
Youngstown, Ohio
We have audited the accompanying consolidated statements of
financial condition of United Community Financial Corp. as of
December 31, 2009 and 2008, and the related consolidated
statements of income, shareholders equity, and cash flows
for each of the three years in the period ended
December 31, 2009. These financial statements are the
responsibility of United Community Financial Corp.s
management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred
to above present fairly, in all material respects, the financial
position of United Community Financial Corp. as of
December 31, 2009 and 2008, and the results of its
operations and its cash flows for each of the three years in the
period ended December 31, 2009, in conformity with
accounting principles generally accepted in the United States of
America.
We also have audited, in accordance with the standards of the
Public Company Accounting Oversight Board (United States),
United Community Financial Corp.s internal control over
financial reporting as of December 31, 2009, based on
criteria established in Internal Control Integrated
Framework issued by the Committee of Sponsoring Organizations of
the Treadway Commission and our report dated March 18, 2010
expressed an unqualified opinion thereon.
Crowe
Horwath LLP
Cleveland, Ohio
March 18, 2010
88
MANAGEMENTS
REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The management of United Community Financial Corp. (United
Community) is responsible for establishing and maintaining
adequate internal control over financial reporting (as defined
in
Rules 13a-15(f)
or 15d-15(f)
under the Securities Exchange Act of 1934). United
Communitys internal control over financial reporting is
designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with
generally accepted accounting principles. United
Communitys internal control over financial reporting
includes those policies and procedures that: (i) pertain to
the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions
of the assets of United Community; (ii) provide reasonable
assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally
accepted accounting principles, and that receipts and
expenditures of United Community are being made only in
accordance with authorizations of management and directors of
United Community; and (iii) provide reasonable assurance
regarding prevention or timely detection of unauthorized
acquisition, use or disposition of United Communitys
assets that could have a material effect on the financial
statements.
Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of United Communitys
internal control over financial reporting as of
December 31, 2009. In making this assessment, management
used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) in Internal
Control-Integrated Framework. Based on our assessment and those
criteria, management concluded that United Community maintained
effective internal control over financial reporting as of
December 31, 2009.
United Communitys independent registered public accounting
firm has issued its report on the effectiveness of United
Communitys internal control over financial reporting. That
report follows under the heading, Report of Independent
Registered Public Accounting Firm on Internal Control Over
Financial Reporting.
|
|
|
|
|
/S/ James R.
Reske
|
Douglas M. McKay, Chief Executive Officer
|
|
James R. Reske, Chief Financial Officer
|
March 18, 2010
|
|
March 18, 2010
|
89
REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON INTERNAL
CONTROL OVER FINANCIAL REPORTING
To the Shareholders and Board of Directors
United Community Financial Corp.
Youngstown, Ohio
We have audited United Community Financial Corp.s internal
control over financial reporting as of December 31, 2009
based on criteria established in Internal Control
Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). United
Community Financial Corp.s management is responsible for
maintaining effective internal control over financial reporting,
and for its assessment of the effectiveness of internal control
over financial reporting, included in the accompanying
managements report on internal controls over financial
reporting. Our responsibility is to express an opinion on the
companys internal control over financial reporting based
on our audit.
We conducted our audit in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control
over financial reporting was maintained in all material
respects. Our audit included obtaining an understanding of
internal control over financial reporting, assessing the risk
that a material weakness exists, and testing and evaluating the
design and operating effectiveness of internal control based on
the assessed risk, and performing such other procedures as we
considered necessary in the circumstances. We believe that our
audit provides a reasonable basis for our opinion.
A companys internal control over financial reporting is a
process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with
generally accepted accounting principles. A companys
internal control over financial reporting includes those
policies and procedures that (1) pertain to the maintenance
of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that transactions
are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company
are being made only in accordance with authorizations of
management and directors of the company; and (3) provide
reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the
companys assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.
In our opinion, United Community Financial Corp. maintained, in
all material respects, effective internal control over financial
reporting as of December 31, 2009, based on criteria
established in Internal Control Integrated Framework
issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO).
We have also audited, in accordance with the standards of the
Public Company Accounting Oversight Board (United States), the
consolidated statements of financial condition of United
Community Financial Corp. as of December 31, 2009 and 2008,
and the related consolidated statements of income,
shareholders equity, and cash flows for each of the three
years in the period ended December 31, 2009 and our report
dated March 18, 2010 expressed an unqualified opinion on
those consolidated financial statements.
Crowe
Horwath LLP
Cleveland, Ohio
March 18, 2010
90
|
|
Item 9.
|
Changes
in and Disagreements with Accountants on Accounting and
Financial Disclosure
|
Not applicable.
|
|
Item 9A.
|
Controls
and Procedures
|
United Communitys management is responsible for
establishing and maintaining effective disclosure controls and
procedures, as defined under
Rules 13a-15(e)
or 15d-15(e)
of the Securities Exchange Act of 1934. As of December 31,
2009, an evaluation was performed under the supervision and with
the participation of management, including the Chief Executive
Officer and Chief Financial Officer, of the effectiveness of the
design and operation of United Communitys disclosure
controls and procedures. Based on that evaluation, management
concluded that disclosure controls and procedures as of
December 31, 2009 were effective in ensuring material
information required to be disclosed in this Annual Report on
Form 10-K
was recorded, processed, summarized and reported on a timely
basis. Additionally, there were no changes in United
Communitys internal control over financial reporting that
occurred during the quarter ended December 31, 2009, that
have materially affected, or are reasonably likely to materially
affect, United Communitys internal control over financial
reporting. See Managements Report on Internal
Control Over Financial Reporting and the Report of
Independent Registered Public Accounting Firm on Internal
Control Over Financial Reporting, both of which are
contained in Item 8 of this
Form 10-K
and incorporated herein by reference.
|
|
Item 9B.
|
Other
Information
|
None.
PART III
|
|
Item 10.
|
Directors
and Executive Officers and Corporate Governance
|
The information contained in the Proxy Statement for the 2010
Annual Meeting of Shareholders of United Community (Proxy
Statement), to be filed with the Securities and Exchange
Commission (Commission) on or about March 26, 2010, under
the captions Election of Directors, Incumbent
Directors, Board Meetings and Committees,
Director Compensation, Executive
Officers, and Section 16(a) Beneficial
Ownership Reporting Compliance is incorporated herein by
reference.
United Community has adopted a code of ethics applicable to all
officers, directors and employees that complies with SEC
requirements. A copy of the code may be obtained free of charge
upon written request to James R. Reske, Chief Financial Officer,
United Community Financial Corp., 275 West Federal Street,
Youngstown, Ohio 44503.
|
|
Item 11.
|
Executive
Compensation
|
The information contained in the Proxy Statement under the
captions Compensation of Executive Officers,
Compensation Committee Report and Compensation
Discussion and Analysis, is incorporated herein by
reference.
|
|
Item 12.
|
Security
Ownership of Certain Beneficial Owners and Management and
Related Shareholder Matters
|
The information contained in the Proxy Statement under the
caption Ownership of UCFC Shares is incorporated
herein by reference.
United Community maintains the United Community Financial Corp.
1999 Long-Term Incentive Plan (1999 Plan) and the United
Community Financial Corp. Recognition and Retention Plan and
Trust Agreement (RRP) under which it issued equity
securities to its directors, officers and employees in exchange
for goods or services. The 1999 Plan and the RRP were approved
by United Communitys shareholders at the 1999 Special
Meeting of Shareholders.
91
On April 26, 2007, shareholders approved the United
Community Financial Corp. 2007 Long-Term Incentive Plan (2007
Plan). The purpose of the 2007 Plan is the same as that of the
1999 Plan. The 2007 Plan provides for the issuance of up to
2,000,000 shares and is to be used for awards of restricted
stock shares, stock options, performance awards, stock
appreciation rights (SARs), or other forms of stock-based
incentive awards. Further description of the 1999 Plan, RRP and
2007 Plan is included in Note 18 to the financial
statements and incorporated herein by reference.
The following table shows, as of December 31, 2009, the
number of common shares issuable upon the exercise of
outstanding stock options, the weighted average exercise price
of those stock options, and the number of common shares
remaining for future issuance under the 2007 Plan, the 1999 Plan
and the RRP, excluding shares issuable upon exercise of
outstanding stock options.
Equity
Compensation Plan Information
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
|
|
(b)
|
|
|
(c)
|
|
|
|
|
|
|
|
|
|
Number of Securities
|
|
|
|
|
|
|
|
|
|
Remaining Available for
|
|
|
|
|
|
|
|
|
|
Future Issuance under
|
|
|
|
Number of Securities
|
|
|
|
|
|
Equity Compensation
|
|
|
|
to be Issued upon
|
|
|
Weighted-Average
|
|
|
Plans (Excluding
|
|
|
|
Exercise of
|
|
|
Exercise Price of
|
|
|
Securities
|
|
Plan Category
|
|
Outstanding Options
|
|
|
Outstanding Options
|
|
|
Reflected in Column (a))
|
|
|
Equity compensation plans approved by security holders
|
|
|
2,203,338
|
|
|
$
|
7.94
|
|
|
|
1,749,020
|
|
|
|
Item 13.
|
Certain
Relationships and Related Transactions and Director
Independence
|
The information contained in the Proxy Statement under the
captions Board Meetings and Committees, and
Compensation of Executive Officers Related
Person Transactions is incorporated herein by reference.
|
|
Item 14.
|
Principal
Accountant Fees and Services
|
The information contained in the Proxy Statement under the
caption Audit Fees is incorporated herein by
reference.
92
PART IV
|
|
Item 15.
|
Exhibits
and Financial Statement Schedules
|
(1) The Financial Statements are included in Item 8 to
this
Form 10-K.
|
|
|
|
(2)
|
Financial Statement Schedules. All schedules
are omitted because they are not applicable or the required
information is shown in the financial statements or notes
thereto.
|
(3)
|
|
|
3.1
|
|
Articles of Incorporation
|
3.2
|
|
Amended Code of Regulations
|
4
|
|
Agreement to Furnish Instruments
|
10
|
|
Material Contracts
|
11
|
|
Statement Regarding Computation of Per Share Earnings
|
20
|
|
Proxy Statement for 2010 Annual Meeting of Shareholders
|
21
|
|
Subsidiaries of Registrant
|
23
|
|
Crowe Horwath LLP Consent
|
31.1
|
|
Section 302 Certification by Chief Executive Officer
|
31.2
|
|
Section 302 Certification by Chief Financial Officer
|
32
|
|
Certification of Financial Statements by Chief Executive Officer
and Chief Financial Officer
|
93
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
UNITED COMMUNITY FINANCIAL CORP.
Douglas M. McKay
Chairman of the Board and Chief Executive Officer
(Duly Authorized Representative)
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons
in the capacities and on the dates indicated.
|
|
|
|
|
/s/ James
R.
Reske
|
Douglas M. McKay
Chairman of the Board, Chief Executive Officer and Director
Date: March 18, 2010
|
|
James R. Reske
Treasurer, Chief Financial Officer, and Principal Financial
Officer
Date: March 18, 2010
|
|
|
|
|
|
/s/ Richard
J.
Buoncore
|
Eugenia C. Atkinson
|
|
Richard J. Buoncore
|
Director
|
|
Director
|
Date: March 18, 2010
|
|
Date: March 18, 2010
|
|
|
|
|
|
/s/ Scott
D.
Hunter
|
Scott N. Crewson
|
|
Scott D. Hunter
|
Director
|
|
Director
|
Date: March 18, 2010
|
|
Date: March 18, 2010
|
|
|
|
|
|
/s/ Richard
J
Schiraldi
|
F. Scott ODonnell
|
|
Richard J. Schiraldi
|
Director
|
|
Director
|
Date: March 18, 2010
|
|
Date: March 18, 2010
|
|
|
|
|
|
/s/ David
C.
Sweet
|
Clarence R. Smith
|
|
David C. Sweet
|
Director
|
|
Director
|
Date: March 18, 2010
|
|
Date: March 18, 2010
|
|
|
|
|
|
|
Donald J. Varner
|
|
|
Director
|
|
|
Date: March 18, 2010
|
|
|
94
INDEX TO
EXHIBITS
|
|
|
|
|
Exhibit
|
|
|
|
|
Number
|
|
|
|
|
|
3.1
|
|
Articles of Incorporation
|
|
Incorporated by reference to the Registration Statement on
Form S-1
filed by United Community on March 13, 1998
(S-1) with
the Securities and Exchange Commission (SEC), Exhibit 3.1
|
3.2
|
|
Amended Code of Regulations
|
|
Incorporated by reference to the 1998
10-K filed
by United Community on March 31, 1999 via Edgar, film
number 99582343, Exhibit 3.2
|
10.1
|
|
The Home Savings and Loan Company of Youngstown, Ohio Employee
Stock Ownership Plan
|
|
Incorporated by reference to the 2001
10-K filed
by United Community on March 29, 2002 via Edgar, film
number 02593161, Exhibit 10.1
|
10.2
|
|
Employment Agreement between The Home Savings and Loan Company
of Youngstown, Ohio and Douglas M. McKay dated December 31,
2004
|
|
Incorporated by reference to the 2004
10-K/A filed
by United Community on May 2, 2005 via Edgar, film number
04666159 (2004 10K/A), Exhibit 10.2
|
10.3
|
|
Employment Agreement between The Home Savings and Loan Company
of Youngstown, Ohio and Patrick W. Bevack dated
December 31, 2004
|
|
Incorporated by reference to the 2004
10-K/A,
Exhibit 10.3
|
10.4
|
|
Employment Agreement between The Home Savings and Loan Company
of Youngstown, Ohio and James R. Reske dated May 19, 2008
|
|
Incorporated by reference to the 2008
10-K filed
by United Community on March 17, 2010 via Edgar, film
number 09686271 (2008
10-K),
Exhibit 10.4
|
10.5
|
|
Amendment to Employment Agreement between The Home Savings and
Loan Company of Youngstown, Ohio and Douglas M. McKay dated
January 1, 2009
|
|
Incorporated by reference to the 2008
10-K filed
by United Community on March 17, 2010 via Edgar, film
number 09686271 (2008
10-K),
Exhibit 10.5
|
10.6
|
|
Amendment to Employment Agreement between The Home Savings and
Loan Company of Youngstown, Ohio and Patrick W. Bevack dated
January 1, 2009
|
|
Incorporated by reference to the 2008
10-K filed
by United Community on March 17, 2010 via Edgar, film
number 09686271 (2008
10-K),
Exhibit 10.6
|
10.7
|
|
Amendment to Employment Agreement between The Home Savings and
Loan Company of Youngstown, Ohio and James R. Reske dated
January 1, 2009
|
|
Incorporated by reference to the 2008
10-K filed
by United Community on March 17, 2010 via Edgar, film
number 09686271 (2008
10-K),
Exhibit 10.7
|
10.8
|
|
Amended and Restated United Community 1999 Long -Term Incentive
Plan
|
|
Incorporated by reference to the 2008
10-K filed
by United Community on March 17, 2010 via Edgar, film
number 09686271 (2008
10-K),
Exhibit 10.8
|
10.9
|
|
Amended and Restated United Community 2007 Long-Term Incentive
Plan
|
|
Incorporated by reference to the 2008
10-K filed
by United Community on March 17, 2010 via Edgar, film
number 09686271 (2008
10-K),
Exhibit 10.9
|
10.10
|
|
Executive Incentive Plan
|
|
Incorporated by reference to the
8-K filed by
United Community on July 21, 2009 via Edgar, film number
09955685
|
10.11
|
|
OTS Orders
|
|
Incorporated by reference to the
8-K filed by
United Community on August 13, 2008 via Edgar, film number
081011722 Exhibit 10.1
|
10.12
|
|
Bank Orders
|
|
Incorporated by reference to the
8-K filed by
United Community on August 13, 2008 via Edgar, film number
081011722 Exhibit 10.2
|
95