United Community Financial Corp. 11-K
Table of Contents

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
     
þ   ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
For the fiscal year ended December 31, 2006
OR
     
o   TRANSITIONS REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
For the transition period from                      to                     .
Commission file number: 0-024399
  A.   Full title of the plan and the address of the plan, if different from that of the issuer below:
THE HOME SAVINGS AND LOAN COMPANY 401(k) SAVINGS PLAN
  B.   Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
United Community Financial Corp.
275 West Federal Street
Youngstown, Ohio 44503
 
 

 


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REQUIRED INFORMATION
The following financial statements and supplemental schedule for The Home Savings and Loan Company 401(k) Savings Plan are being filed herewith:
Description:
Contents of Financial Statements
Report of Independent Registered Public Accounting Firm
Audited Financial Statements:
Statement of Net Assets Available for Benefits at December 31, 2005 and December 31, 2006.
Statement of Changes in Net Assets Available for Benefits for the year ended December 31, 2006.
Notes to Financial Statements
Supplemental Schedule:
Schedule H, Line 4i — Schedule of Assets (Held at End of Year)
The following exhibit is being filed herewith:
     
Exhibit No.   Description
23.1
  Consent of Crowe Chizek and Company LLC Independent Auditors

 


Table of Contents

THE HOME SAVINGS & LOAN COMPANY
401(k) SAVINGS PLAN
FINANCIAL STATEMENTS
December 31, 2006 and 2005

 


 

THE HOME SAVINGS & LOAN COMPANY
401(k) SAVINGS PLAN
Youngstown, Ohio
FINANCIAL STATEMENTS
December 31, 2006 and 2005
CONTENTS
         
    1  
 
       
       
 
       
    2  
 
       
    3  
 
       
    4  
 
       
       
 
       
    9  
 EX-23.1

 


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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Home Savings & Loan Company
401(k) Savings Plan
Youngstown, Ohio
We have audited the accompanying statements of net assets available for benefits of the Home Savings & Loan Company 401(k) Savings Plan as of December 31, 2006 and 2005, and the related statement of changes in net assets available for benefits for the year ended December 31, 2006. These financial statements are the responsibility of the Plan’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 financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2006 and 2005, and the changes in net assets available for benefits for the year ended December 31, 2006 in conformity with U.S. generally accepted accounting principles.
Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held at end of year) is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic 2006 financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic 2006 financial statements taken as a whole.
         
 
  /s/ Crowe Chizek and Company LLC
 
Columbus, Ohio
June 28, 2007
   
 

1.


Table of Contents

THE HOME SAVINGS & LOAN COMPANY
401(k) SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 2006 and 2005
 
                 
    2006     2005  
 
ASSETS
               
 
               
Investments, at fair value (Note 4)
               
Shares of registered investment companies
  $ 13,186,439     $ 11,132,926  
Shares of money market funds
    5,571       6,782  
Shares of common collective fund
    43,530        
United Community Financial Corp. common stock
    5,356,469       5,733,094  
Loans to plan participants
    471,466       341,257  
 
           
 
    19,063,475       17,214,059  
 
               
Receivables
               
Due from broker
    80,699       6,202  
Participant contributions
    41,177       39,372  
Employer contribution
    14,852       14,568  
 
           
 
    136,728       60,142  
 
               
Cash
    228,979       66,331  
 
           
 
               
Total assets
    19,429,182       17,340,532  
 
               
LIABILITIES
               
 
               
Due to broker
    161,621       76,426  
 
           
 
               
Total liabilities
    161,621       76,426  
 
               
Net assets reflecting all investments at fair value
    19,267,561       17,264,106  
 
               
Adjustments from fair value to contract value for fully benefit-responsive contracts
           
 
           
 
               
NET ASSETS AVAILABLE FOR BENEFITS
  $ 19,267,561     $ 17,264,106  
 
           
 
See accompanying notes to financial statements.

2.


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THE HOME SAVINGS & LOAN COMPANY
401(k) SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year Ended December 31, 2006
 
         
Additions to net assets attributed to:
       
Investment income
       
Net appreciation in fair value of investments (Note 4)
  $ 1,131,603  
Interest and dividends
    875,902  
 
     
 
    2,007,505  
 
       
Contributions
       
Employer
    510,388  
Participant
    1,368,585  
Rollovers
    77,036  
 
     
 
    1,956,009  
 
     
 
       
Total additions
    3,963,514  
 
       
Deductions from net assets attributed to:
       
Benefits paid to participants
    1,951,483  
Administrative expenses
    8,576  
 
     
Total deductions
    1,960,059  
 
     
 
       
Net increase
    2,003,455  
 
       
Net assets available for benefits
       
Beginning of year
    17,264,106  
 
     
 
End of year
  $ 19,267,561  
 
     
 
See accompanying notes to financial statements.

3.


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THE HOME SAVINGS & LOAN COMPANY
401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2006 and 2005
 
NOTE 1 — DESCRIPTION OF PLAN
The following description of The Home Savings & Loan Company 401(k) Savings Plan (the Plan) is provided for general information purposes only. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.
General: The Plan was established by The Home Savings & Loan Company (the Company) effective January 1, 1993. The Plan is subject to the provisions of the Employee Retirement Income Security Act (ERISA). Employees of the Company are eligible to become a participant in the Plan upon completion of six months of service and after reaching age 20, if not a member of a union with which the Company has a collective bargaining agreement, a nonresident alien, a leased employee, a limited service employee, or a seasonal employee.
Contributions: Participants may authorize up to 100% of their annual pretax compensation, subject to Internal Revenue Code limitations, to be withheld by the Company through payroll deductions. The Plan also allows any participant who has attained age 50 by the end of the Plan year to make catch-up contributions in accordance with Code Section 414(v). The Company may make a matching contribution based on a percentage of participant contributions, as determined each year by the Company. For 2006 and 2005, the Company matched 50% of up to the first 6% of the participant compensation deferred. Additional amounts may be contributed at the option of the Company and are subject to certain limitations.
Participant Accounts: Each participant account is credited with the participant’s contribution, and an allocation of (a) the Company’s contributions, (b) net investment earnings, (c) withdrawals, and (d) forfeitures. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account. Each participant directs the investment of their account to any of the investment options available under the Plan, including common stock of United Community Financial Corp., the Company’s parent.
Vesting: Participants are immediately vested in their contributions plus actual earnings thereon. Any employer contributions vest accordingly to the following schedule:
         
Years of Service   Vest %
Less than 1
    0 %
1
    0 %
2
    0 %
3
    100 %
 
(Continued)

4.


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THE HOME SAVINGS & LOAN COMPANY
401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2006 and 2005
 
NOTE 1 — DESCRIPTION OF PLAN (Continued)
Forfeited Accounts: At December 31, 2006 and 2005, forfeited non-vested accounts totaled $2,502 and $3,961, respectively. These accounts are first used to restore the previously forfeited account balances of qualifying participants that resume employment with the Company. Any remaining forfeitures are used to reduce future Company contributions or are reallocated to the remaining Plan participants. During 2006, forfeitures of $10,482 were used to reduce employer contributions.
Retirement, Death and Disability: A participant is entitled to 100% of his or her account balance upon retirement, death or disability.
Payment of Benefits: Participants who have attained age 59-1/2 may elect to withdraw all or part of their employee deferral account balances. Withdrawals can also be made at any time if an employee encounters a severe financial hardship. Vested amounts are distributed to participants upon termination of employment. Participants may receive their distribution in either a lump sum payment or in installment payments.
Participant Loans: Participants may borrow from their fund accounts up to $50,000 or 50 percent of their vested account balance, whichever is less. The loans are secured by the balance in the participant’s account and bear interest at the prime rate plus 1% as of the beginning of the quarter.
NOTE 2 — SUMMARY OF ACCOUNTING POLICIES
Accounting Method: The Plan’s financial statements are prepared on the accrual basis of accounting in conformity with U.S. generally accepted accounting principles.
Investment Valuation and Income Recognition: The Plan’s investments are stated at fair value. Quoted market prices are used to value shares of mutual funds and common stocks traded on a national exchange. The fair values of the Plan’s interest in common collective trust funds are based upon the net asset values of the funds as reported by the Plan trustee.
Contract value represents contributions made under the contract, plus earnings, less participant withdrawals and administrative expenses.
Loans to participants are valued at their outstanding balances, which approximates fair value. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.
 
(Continued)

5.


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THE HOME SAVINGS & LOAN COMPANY
401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2006 and 2005
 
NOTE 2 — SUMMARY OF ACCOUNTING POLICIES (Continued)
Estimates: The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires the plan administrator to make estimates and assumptions that affect certain reported amounts and disclosures and actual results could differ from those estimates. Estimates of investment valuation are particularly subject to change in the near term.
Payment of Benefits: Benefits are recorded when paid.
Risk and Uncertainties: The Plan provides for various investment options including any combination of certain mutual funds, a common collective fund, a money market fund and common stock of the parent of the Company (United Community Financial Corp.). The underlying investment securities are exposed to various risks, such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the statement of net assets available for benefits and participants’ individual account balances.
Concentration of Credit Risk: At December 31, 2006 and 2005, approximately 28% and 33%, respectively, of the Plan’s assets were invested in United Community Financial Corp. common stock.
Adoption of New Accounting Standard: The Plan retroactively adopted Financial Accounting Standards Board (FASB) Staff Position AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans (“the FSP”) in 2006. Pursuant to the adoption of the FSP, fully benefit-responsive investment contracts included in the underlying investments of common collective trust funds in which the Plan holds an interest are to be presented at fair value. In addition, any material difference between the fair value of these investments and their contract value is to be presented as a separate adjustment line in the statement of net assets available for benefits. Adoption of the FSP had no effect on the Plan’s 2005 financial statements, as the Plan held no direct or indirect interests in fully benefit-responsive investments contracts as of December 31, 2005.
Management has determined that the estimated fair value of the Plan’s indirect investments in fully benefit-responsive contracts as of December 31, 2006 approximates contract value. Accordingly, the statements of net assets available for benefits reflect no adjustment for the difference between net assets reflecting all investments at fair value and net assets available for benefits.
 
(Continued)

6.


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THE HOME SAVINGS & LOAN COMPANY
401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2006 and 2005
 
NOTE 3 — RIGHTS UPON PLAN TERMINATION
Although it has not expressed any intention to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of plan termination, participants would become 100% vested in their accounts.
NOTE 4 — INVESTMENTS
The following presents investments that represent 5% or more of the Plan’s net assets.
                 
    December 31, 2006
    Units or Shares   Fair Value
 
               
United Community Financial Corp. common stock
    437,620     $ 5,356,469  
Registered Investment Companies
               
American Investment Company of America Fund
    34,084       1,142,155  
American Fundamental Investors Fund
    29,755       1,191,705  
Victory Diversified Stock Fund
    65,361       1,179,763  
                 
    December 31, 2005
    Units or Shares   Fair Value
 
               
United Community Financial Corp. common stock
    485,444     $ 5,733,094  
Registered Investment Companies
               
American Investment Company of America Fund
    31,516       988,350  
American Fundamental Investors Fund
    28,445       1,006,969  
Victory Diversified Stock Fund
    61,336       1,039,037  
During 2006, the Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated/(depreciated) in value as follows:
         
Shares of common collective fund
  $ 116  
Shares of registered investment companies
    890,837  
United Community Financial Corp. common stock
    240,650  
 
     
 
  $ 1,131,603  
 
     
 
(Continued)

7.


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THE HOME SAVINGS & LOAN COMPANY
401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2006 and 2005
 
NOTE 5 — PARTY-IN-INTEREST TRANSACTIONS
Parties-in-interest are defined under Department of Labor regulations as any fiduciary of the Plan, any party rendering services to the Plan, the employer and certain others. Most administrative expenses of the Plan are paid for by the Company. During 2006, the Plan paid fees of $8,576 to Invesmart for administrative services. Approximately $161,671 of cash dividends were paid to the Plan by United Community Financial Corp. during 2006 based on shares held by the Plan on the dates of declaration. United Community Financial Corp. is the parent of the plan sponsor.
At year-end, the Plan held the following party-in-interest investments (at fair value):
                 
    2006   2005
 
               
United Community Financial Corp. common stock
  $ 5,356,469     $ 5,733,094  
Loans to plan participants
    471,466       341,257  
Reliance Trust Company MetLife Stable Value Fund
    43,530        
NOTE 6 — TERMINATED PARTICIPANTS
Included in net assets available for benefits are amounts allocated to individuals who have elected to withdraw from the Plan, but who have not yet been paid. Plan assets allocated to these participants were $194,813 and $54,750 at December 31, 2006 and 2005, respectively.
NOTE 7 — TAX STATUS
The Internal Revenue Service has determined and informed the Company by letter dated February 14, 2005, that the Plan is designed in accordance with applicable sections of the Internal Revenue Code (IRC). Although the Plan has been amended since receiving this determination letter, the Plan administrator believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC.
 

8.


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SUPPLEMENTAL SCHEDULE

 


Table of Contents

THE HOME SAVINGS & LOAN COMPANY
401(k) SAVINGS PLAN
SCHEDULE H, LINE 4I — SCHEDULE OF ASSETS (HELD AT END OF YEAR)
December 31, 2006
 
Name of Plan Sponsor: The Home Savings & Loan Company
Employer identification number: 34-0296160
Three digit plan number: 001
                     
    (b)   (c)          
    Identity of Issue,   Description of Investment Including       (e)  
    Borrower, Lessor   Maturity Date, Rate of Interest,   (d)   Current  
(a)   or Similar Party   Collateral, Par or Maturity Value   Cost   Value  
 
 
      Common stock            
*
  United Community Financial Corp.   Common stock, 437,620 shares   **   $ 5,356,469  
 
                 
 
                5,356,469  
 
                   
 
      Shares of registered investment companies            
 
  Pioneer Investments   Pioneer Mid-cap Value Fund, 15,620 shares   **     355,658  
 
                   
 
  Victory Funds   Victory Diversified Stock Fund, 65,361 shares   **     1,179,763  
 
                   
 
  AIM Investments   AIM International Growth Fund, 20,506 shares   **     610,064  
 
                   
 
  Alliance Capital Management   Alliance Bernstein Fund, 40,548 shares   **     728,651  
 
                   
 
  Alliance Capital Management   Alliance Technology Fund, 3,631 shares   **     234,906  
 
                   
 
  American Funds   American Balanced Fund, 37,736 shares   **     717,738  
 
                   
 
  American Funds   The Bond Fund of America, 21,973 shares   **     292,674  
 
                   
 
  Davis Funds   Davis New York Venture Fund, 23,315 shares   **     898,089  
 
                   
 
  American Funds   EuroPacific Growth Fund, 12,236 shares   **     569,703  
 
                   
 
  American Funds   Fundamental Investors Fund, 29,755 shares   **     1,191,705  
 
                   
 
  American Funds   The Growth Fund of America, 735,734 shares   **     861,057  
 
                   
 
  American Funds   The Investment Company of America Fund, 34,084 shares   **     1,142,155  
 
*   - Denotes party-in-interest
 
**   - All investments are participant directed, therefore, historical cost information is not required.
(Continued)

9.


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THE HOME SAVINGS & LOAN COMPANY
401(k) SAVINGS PLAN
SCHEDULE H, LINE 4I — SCHEDULE OF ASSETS (HELD AT END OF YEAR)
December 31, 2006
 
Name of Plan Sponsor: The Home Savings & Loan Company
Employer identification number: 34-0296160
Three digit plan number: 001
                     
    (b)   (c)          
    Identity of Issue, Description of Investment Including     (e)  
    Borrower, Lessor Maturity Date, Rate of Interest, (d)   Current  
(a)   or Similar Party   Collateral, Par or Maturity Value   Cost   Value  
 
                   
 
  American Funds   American Funds Company Class A Fund, 9,761 shares   **   $ 381,347  
 
                   
 
  MFS Investment Management   MFS Total Return Fund, 45,659 shares   **     738,755  
 
                   
 
  Franklin Templeton Investments   Franklin Small Mid Cap Growth Fund, 8,713 shares   **     329,072  
 
                   
 
  Franklin Templeton Investments   Franklin U.S. Government Securities Fund, 44,777 shares   **     287,917  
 
                   
 
  American Funds   AMCAP Fund, 41,584 shares   **     832,512  
 
                   
 
  Seligman   Seligman Communications & Information Fund, 7,708 shares   **     256,229  
 
                   
 
  Franklin Templeton Investments   Templeton Foreign Fund, 40,928 shares   **     558,253  
 
                   
 
  Pimco Advisors   Pimco Low Duration Fund, 26,991 shares   **     293,943  
 
                   
 
  Federated Funds   Federated Government Obligations Fund, 726,248 shares   **     726,248  
 
                 
 
                13,186,439  
 
                   
 
      Shares of common collective funds            
*
  Reliance Trust Company   MetLife Stable Value Fund, 3,060 shares   **     43,530  
 
                 
 
                43,530  
 
                   
 
      Shares of money market funds            
 
  AIM Investments   AIM Money Market Cash Reserves Fund, 5,571 shares   **     5,571  
 
                 
 
                5,571  
 
                   
*
  Participant loans   Participant loans with interest rates ranging from 5% - 8%         471,466  
 
                 
 
              $ 19,063,475  
 
                 
 
*   - Denotes party-in-interest
 
**   - All investments are participant directed, therefore, historical cost information is not required.

10.


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SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
         
  THE HOME SAVINGS AND LOAN COMPANY 401(k) SAVINGS PLAN
 
 
  By:   The Home Savings and Loan Company of Youngstown, Ohio    
       
    Its: Administrator   
 
     
Date: June 28, 2007     /s/ Patrick W. Bevack    
    Patrick W. Bevack, President and COO   
       

 


Table of Contents

         
THE HOME SAVINGS AND LOAN COMPANY
401(k) SAVINGS PLAN
ANNUAL REPORT ON FORM 11-K
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2006
INDEX TO EXHIBITS
     
Exhibit No.   Description
23.1
  Consent of Crowe Chizek and Company LLC Independent Auditors