UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 10-Q
[X] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2004
[ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number 0-24399
UNITED COMMUNITY FINANCIAL CORP.
Ohio |
34-1856319 |
|
(State or other jurisdiction of | (IRS Employer | |
incorporation or organization) | Identification Number) | |
275 Federal Plaza West | ||
Youngstown, Ohio |
44503-1203 |
|
(Address of principal executive offices) | (Zip Code) |
(330) 742-0500
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [X] | No [ ] |
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
Yes [X] | No [ ] |
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date.
TABLE OF CONTENTS
PAGE | ||||||||
1 | ||||||||
2 | ||||||||
3 | ||||||||
4 | ||||||||
5-11 | ||||||||
12-20 | ||||||||
21 | ||||||||
22 | ||||||||
23 | ||||||||
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds (None) |
||||||||
Item 3. Defaults Upon Senior Securities (None) |
||||||||
Item 4. Submission of Matters to a Vote of Security Holders (None) |
||||||||
Item 5. Other Information (None) |
||||||||
23 | ||||||||
24 | ||||||||
Exhibits |
25-28 | |||||||
EX-31.1 Section 302 Certification by Chief Executive Officer | ||||||||
EX-31.2 Section 302 Certification by Chief Financial Officer | ||||||||
EX-32 Certification of Statements by Chief Executive Officer and Chief Financial Officer |
PART I FINANCIAL INFORMATION
ITEM 1. Financial Statements
UNITED COMMUNITY FINANCIAL CORP.
September 30, | December 31, | |||||||
2004 |
2003 |
|||||||
(Dollars in thousands, | ||||||||
except share data) | ||||||||
Assets: |
||||||||
Cash and deposits with banks |
$ | 33,595 | $ | 36,334 | ||||
Federal funds sold and other |
1,586 | 44,821 | ||||||
Total cash and cash equivalents |
35,181 | 81,155 | ||||||
Securities: |
||||||||
Trading, at fair value |
28,827 | 15,600 | ||||||
Available for sale, at fair value |
189,863 | 227,525 | ||||||
Loans, net (including allowance for loan losses of $25,128 and $15,111, respectively) |
1,772,411 | 1,576,494 | ||||||
Loans held for sale, net |
58,837 | 37,715 | ||||||
Margin accounts |
14,055 | 14,388 | ||||||
Federal Home Loan Bank stock, at cost |
22,601 | 21,924 | ||||||
Premises and equipment, net |
20,668 | 20,510 | ||||||
Accrued interest receivable |
9,456 | 8,443 | ||||||
Real estate owned |
699 | 1,299 | ||||||
Goodwill |
33,593 | 33,593 | ||||||
Core deposit intangible |
3,087 | 3,787 | ||||||
Cash surrender value of life insurance |
21,193 | 20,496 | ||||||
Other assets |
13,787 | 10,904 | ||||||
Total assets |
$ | 2,224,258 | $ | 2,073,833 | ||||
Liabilities and Shareholders Equity |
||||||||
Liabilities: |
||||||||
Deposits: |
||||||||
Interest-bearing |
$ | 1,429,373 | $ | 1,360,256 | ||||
Noninterest-bearing |
75,522 | 63,442 | ||||||
Other borrowed funds: |
||||||||
Short-term |
265,325 | 159,135 | ||||||
Long-term |
186,626 | 179,328 | ||||||
Advance payments by borrowers for taxes and insurance |
6,525 | 10,721 | ||||||
Accrued interest payable |
1,067 | 970 | ||||||
Accrued expenses and other liabilities |
14,820 | 20,145 | ||||||
Total liabilities |
1,979,258 | 1,793,997 | ||||||
Shareholders Equity |
||||||||
Preferred stock-no par value; 1,000,000 shares authorized and unissued
at September 30, 2004 |
| | ||||||
Common stock-no par value; 499,000,000 shares authorized; 37,804,457
and 37,804,457 shares issued, respectively |
140,928 | 139,526 | ||||||
Retained earnings |
188,703 | 185,495 | ||||||
Other comprehensive income |
821 | 1,124 | ||||||
Unearned stock compensation |
(15,386 | ) | (16,752 | ) | ||||
Treasury stock, at cost, 6,627,870 and 3,718,542 shares, respectively |
(70,066 | ) | (29,557 | ) | ||||
Total shareholders equity |
245,000 | 279,836 | ||||||
Total liabilities and shareholders equity |
$ | 2,224,258 | $ | 2,073,833 | ||||
See Notes to Consolidated Financial Statements.
1
UNITED COMMUNITY FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
For the Three Months Ended | For the Nine Months Ended | |||||||||||||||
September 30, |
September 30, |
|||||||||||||||
2004 |
2003 |
2004 |
2003 |
|||||||||||||
(Dollars in thousands, except per share data) | ||||||||||||||||
Interest income |
||||||||||||||||
Loans |
$ | 26,411 | $ | 24,053 | $ | 76,025 | $ | 74,776 | ||||||||
Loans held for sale |
161 | 621 | 605 | 1,645 | ||||||||||||
Securities: |
||||||||||||||||
Trading |
207 | 130 | 484 | 316 | ||||||||||||
Available for sale |
1,739 | 1,833 | 5,331 | 6,964 | ||||||||||||
Margin accounts |
218 | 171 | 556 | 513 | ||||||||||||
FHLB stock dividend |
239 | 217 | 677 | 637 | ||||||||||||
Other interest-earning assets |
11 | 20 | 32 | 240 | ||||||||||||
Total interest income |
28,986 | 27,045 | 83,710 | 85,091 | ||||||||||||
Interest expense |
||||||||||||||||
Interest expense on deposits |
7,298 | 7,115 | 20,531 | 23,923 | ||||||||||||
Interest expense on other borrowed funds |
3,199 | 2,400 | 8,521 | 7,000 | ||||||||||||
Total interest expense |
10,497 | 9,515 | 29,052 | 30,923 | ||||||||||||
Net interest income |
18,489 | 17,530 | 54,658 | 54,168 | ||||||||||||
Provision for loan losses |
9,226 | 571 | 11,053 | 2,969 | ||||||||||||
Net interest income after provision for
loan losses |
9,263 | 16,959 | 43,605 | 51,199 | ||||||||||||
Noninterest income |
||||||||||||||||
Brokerage commissions |
4,001 | 3,923 | 12,548 | 11,012 | ||||||||||||
Service fees and other charges |
3,052 | 2,234 | 8,642 | 5,666 | ||||||||||||
Underwriting and investment banking |
229 | 720 | 802 | 1,025 | ||||||||||||
Net gains (losses): |
||||||||||||||||
Available for sale securities |
16 | | 1,089 | 496 | ||||||||||||
Trading securities |
(115 | ) | 128 | (52 | ) | 437 | ||||||||||
Loans sold |
807 | 2,449 | 2,496 | 10,888 | ||||||||||||
Other |
(25 | ) | | (22 | ) | (45 | ) | |||||||||
Other income |
713 | 849 | 2,162 | 1,965 | ||||||||||||
Total noninterest income |
8,678 | 10,303 | 27,665 | 31,444 | ||||||||||||
Noninterest expense |
||||||||||||||||
Salaries and employee benefits |
11,227 | 11,679 | 35,045 | 34,519 | ||||||||||||
Occupancy |
924 | 968 | 2,758 | 2,713 | ||||||||||||
Equipment and data processing |
2,276 | 2,401 | 6,811 | 7,219 | ||||||||||||
Franchise tax |
428 | 372 | 1,288 | 1,238 | ||||||||||||
Advertising |
225 | 556 | 1,444 | 1,755 | ||||||||||||
Amortization of core deposit intangible |
213 | 307 | 700 | 1,035 | ||||||||||||
Other expenses |
2,425 | 2,086 | 6,956 | 6,773 | ||||||||||||
Total noninterest expenses |
17,718 | 18,369 | 55,002 | 55,252 | ||||||||||||
Income before income taxes |
223 | 8,893 | 16,268 | 27,391 | ||||||||||||
Income taxes |
29 | 3,110 | 5,599 | 9,600 | ||||||||||||
Net income |
$ | 194 | $ | 5,783 | $ | 10,669 | $ | 17,791 | ||||||||
Comprehensive income |
$ | 1,918 | $ | 5,012 | $ | 10,366 | $ | 16,555 | ||||||||
Earnings per share |
||||||||||||||||
Basic |
$ | 0.01 | $ | 0.18 | $ | 0.36 | $ | 0.56 | ||||||||
Diluted |
$ | 0.01 | $ | 0.17 | $ | 0.36 | $ | 0.55 |
See Notes to Consolidated Financial Statements.
2
UNITED COMMUNITY FINANCIAL CORP.
Accumulated | ||||||||||||||||||||||||||||
Other | ||||||||||||||||||||||||||||
Shares | Common | Retained | Comprehensive | Unearned | Treasury | |||||||||||||||||||||||
Outstanding |
Stock |
Earnings |
Income |
Compensation |
Stock |
Total |
||||||||||||||||||||||
(In thousands, except per share data) | ||||||||||||||||||||||||||||
Balance December 31, 2003 |
34,086 | $ | 139,526 | $ | 185,495 | $ | 1,124 | $ | (16,752 | ) | $ | (29,557 | ) | $ | 279,836 | |||||||||||||
Comprehensive income: |
||||||||||||||||||||||||||||
Net income |
10,669 | 10,669 | ||||||||||||||||||||||||||
Change in net unrealized gain on
securities, net of taxes of $(163) |
(303 | ) | (303 | ) | ||||||||||||||||||||||||
Comprehensive income |
10,669 | (303 | ) | 10,366 | ||||||||||||||||||||||||
Shares allocated to ESOP participants |
1,293 | 1,366 | 2,659 | |||||||||||||||||||||||||
Purchase of treasury stock |
(3,667 | ) | (46,192 | ) | (46,192 | ) | ||||||||||||||||||||||
Exercise of stock options, net |
758 | 109 | (1,064 | ) | 5,683 | 4,728 | ||||||||||||||||||||||
Dividends paid, $0.225 per share |
(6,397 | ) | (6,397 | ) | ||||||||||||||||||||||||
Balance September 30, 2004 |
31,177 | $ | 140,928 | $ | 188,703 | $ | 821 | $ | (15,386 | ) | $ | (70,066 | ) | $ | 245,000 | |||||||||||||
See Notes to Consolidated Financial Statements.
3
UNITED COMMUNITY FINANCIAL CORP.
Nine Months Ended September 30, |
||||||||
2004 |
2003 |
|||||||
(Dollars in thousands) | ||||||||
Cash Flows from Operating Activities |
||||||||
Net income |
$ | 10,669 | $ | 17,791 | ||||
Adjustments to reconcile net income to net cash provided by
operating activities: |
||||||||
Provision for loan losses |
11,053 | 2,969 | ||||||
Net gains |
(3,563 | ) | (11,339 | ) | ||||
Amortization of premiums and accretion of discounts |
3,530 | 4,973 | ||||||
Depreciation |
2,329 | 2,736 | ||||||
ESOP compensation |
2,659 | 2,033 | ||||||
Amortization of restricted stock compensation |
| 1,363 | ||||||
FHLB stock dividends |
(677 | ) | (637 | ) | ||||
Increase in trading securities |
(13,227 | ) | (7,675 | ) | ||||
Decrease in margin accounts |
333 | 585 | ||||||
(Increase) decrease in interest receivable |
(1,013 | ) | 514 | |||||
(Increase) in prepaid and other assets |
(4,847 | ) | (6,502 | ) | ||||
Increase (decrease) in interest payable |
97 | (27 | ) | |||||
Net principal disbursed on loans held for sale |
(105,647 | ) | (393,303 | ) | ||||
Proceeds from sale of loans held for sale |
126,163 | 403,478 | ||||||
(Decrease) increase in other liabilities |
(5,163 | ) | 3,539 | |||||
Net cash from operating activities |
22,696 | 20,498 | ||||||
Cash Flows from Investing Activities |
||||||||
Proceeds from principal repayments and maturities of: |
||||||||
Securities available for sale |
40,664 | 125,687 | ||||||
Proceeds from sale of: |
||||||||
Securities available for sale |
52,696 | 8,242 | ||||||
Real estate owned |
2,002 | 1,262 | ||||||
Commercial loan participations |
43,156 | | ||||||
Fixed assets |
1 | | ||||||
Purchases of: |
||||||||
Securities available for sale |
(56,231 | ) | (135,367 | ) | ||||
Bank owned life insurance |
| (20,000 | ) | |||||
Net principal (disbursed) repaid on loans |
(152,384 | ) | 116,153 | |||||
Loans purchased |
(138,855 | ) | (158,972 | ) | ||||
Purchases of premises and equipment |
(2,463 | ) | (2,467 | ) | ||||
Net cash from investing activities |
(211,414 | ) | (65,462 | ) | ||||
Cash Flows from Financing Activities |
||||||||
Net increase in NOW, savings and money market accounts |
10,357 | 7,238 | ||||||
Net increase (decrease) in certificates of deposit |
70,956 | (60,682 | ) | |||||
Net (decrease) increase in advance payments by borrowers
for taxes and insurance |
(4,196 | ) | 2,373 | |||||
Proceeds from FHLB advances and other long term debt |
35,000 | 22,500 | ||||||
Repayment of FHLB advances and other long term debt |
(18,499 | ) | (10,269 | ) | ||||
Net change in other borrowed funds |
96,987 | 21,180 | ||||||
Dividends paid |
(6,397 | ) | (7,098 | ) | ||||
Proceeds from the exercise of stock options |
4,728 | 698 | ||||||
Purchase of treasury stock |
(46,192 | ) | (9,178 | ) | ||||
Net cash from financing activities |
142,744 | (33,238 | ) | |||||
Decrease in cash and cash equivalents |
(45,974 | ) | (78,202 | ) | ||||
Cash and cash equivalents, beginning of period |
81,155 | 110,936 | ||||||
Cash and cash equivalents, end of period |
$ | 35,181 | $ | 32,734 | ||||
Supplemental disclosures of cash flow information
|
||||||||
Cash paid during the period for: |
||||||||
Interest on deposits and borrowings |
$ | 28,955 | $ | 30,950 | ||||
Interest capitalized on borrowings |
11 | | ||||||
Income taxes |
9,538 | 10,595 | ||||||
Supplemental schedule of noncash activities: |
||||||||
Transfers from loans to loans held for sale |
39,479 | | ||||||
Transfers from loans to real estate owned |
1,426 | 853 |
See Notes to Consolidated Financial Statements.
4
UNITED COMMUNITY FINANCIAL CORP.
1. BASIS OF PRESENTATION
United Community Financial Corp. (United Community) was incorporated under Ohio law in February 1998 by The Home Savings & Loan Company of Youngstown, Ohio (Home Savings) in connection with the conversion of Home Savings from an Ohio mutual savings and loan association to an Ohio capital stock savings 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. During 2003, Home Savings changed its charter to a state savings bank charter. Home Savings has 36 full service offices and five loan production offices throughout northern and central Ohio and western Pennsylvania. Butler Wick Corp. (Butler Wick) became a wholly owned subsidiary of United Community on August 12, 1999. Butler Wick is the parent company for two wholly owned subsidiaries: Butler Wick & Co., Inc. and Butler Wick Trust Company. Butler Wick has 15 office locations providing a full range of investment alternatives for individuals, companies and not-for-profit organizations throughout Ohio and western Pennsylvania.
The accompanying consolidated financial statements of United Community have been prepared in accordance with instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. However, such information reflects all adjustments (consisting solely of normal recurring adjustments) that are, in the opinion of management, necessary for a fair statement of results for the interim periods.
The results of operations for the nine months ended September 30, 2004, are not necessarily indicative of the results to be expected for the year ending December 31, 2004. The consolidated financial statements and notes thereto should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2003, contained in United Communitys Form 10-K for the year ended December 31, 2003.
2. STOCK COMPENSATION
Employee compensation expense under stock option plans is reported if options are granted below market price at grant date. Pro forma disclosures of net income and earnings per share are shown using the fair value method of FASB Statement No. 123 to measure expense for options granted after 1994, using an option pricing model to estimate fair value.
Employee compensation expense under stock options is reported using the intrinsic value method. No stock-based compensation cost is reflected in net income, as all options granted had an exercise price equal to or greater than the market price of the underlying common stock at date of grant. The following table illustrates the effect on net income and earnings per share if expense was measured using the fair value recognition provisions of FASB Statement No. 123, Accounting for Stock-Based Compensation.
For the Nine Months | ||||||||
Ended September 30, |
||||||||
2004 |
2003 |
|||||||
(Dollars in thousands, | ||||||||
except per share data) | ||||||||
Net income as reported |
$ | 10,669 | $ | 17,791 | ||||
Deduct: Stock-based compensation expense
determined under fair value method |
1,855 | 2,196 | ||||||
Pro Forma net income |
$ | 8,814 | $ | 15,595 | ||||
Basic earnings per share as reported |
$ | 0.36 | $ | 0.56 | ||||
Pro forma basic earnings per share |
$ | 0.30 | $ | 0.49 | ||||
Diluted earnings per share as reported |
$ | 0.36 | $ | 0.55 | ||||
Pro forma diluted earnings per share |
$ | 0.30 | $ | 0.49 |
5
The pro forma effects are computed using option pricing models, employing the following weighted-average assumptions as of grant date:
2004 |
2003 |
|||||||
Dividend yield |
2.27 | % | 3.34 | % | ||||
Expected stock price volatility |
22.73 | % | 48.31 | % | ||||
Risk-free interest rate |
3.18 | % | 3.98 | % | ||||
Expected option life (In years) |
7 | 10 |
3. IMPAIRED LOANS
Impaired loans consist of the following:
As of or For the | As of or For the | |||||||
Nine Months Ended | Twelve Months Ended | |||||||
September 30, 2004 |
December 31, 2003 |
|||||||
(In thousands) | ||||||||
Impaired loans on which no specific valuation allowance was provided |
$ | 4,568 | $ | 4,366 | ||||
Impaired loans on which specific valuation allowance was provided |
16,232 | 1,514 | ||||||
Total impaired loans at period-end |
$ | 20,800 | $ | 5,880 | ||||
Specific valuation allowances on impaired loans at period-end |
$ | 8,924 | $ | 277 | ||||
Average impaired loans during year |
$ | 9,549 | $ | 6,628 | ||||
Interest income recognized on impaired loans during the year |
$ | 273 | $ | 145 | ||||
Interest income received on impaired loans during the year |
$ | 196 | $ | 288 | ||||
Interest income potential based on original contract terms of
impaired loans |
$ | 383 | $ | 539 |
4. MORTGAGE BANKING ACTIVITIES
Mortgage loans serviced for others, which are not reported as assets, totaled $646.7 million at September 30, 2004 and $633.2 million at December 31, 2003.
Activity for capitalized mortgage servicing rights, included in other assets, was as follows:
September 30, 2004 |
December 31, 2003 |
|||||||
(Dollars in thousands) | ||||||||
Balance, beginning of year |
$ | 5,557 | $ | 3,603 | ||||
Additions |
1,081 | 4,448 | ||||||
Amortized to expense |
(1,269 | ) | (2,494 | ) | ||||
Balance, end of period |
$ | 5,369 | $ | 5,557 | ||||
Activity in the valuation allowance for mortgage servicing rights was as follows:
September 30, 2004 |
December 31, 2003 |
|||||||
(Dollars in thousands) | ||||||||
Balance, beginning of year |
$ | (76 | ) | $ | | |||
Additions |
| (415 | ) | |||||
Recoveries |
76 | 339 | ||||||
Balance, end of period |
$ | | $ | (76 | ) | |||
6
5. OTHER POSTRETIREMENT BENEFIT PLANS
Home Savings sponsors a defined benefit health care plan that was curtailed in 2000 to provide postretirement medical benefits for employees who had worked 20 years and attained a minimum age of 60 by September 1, 2000, while in service with Home Savings. 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.
Components of net periodic benefit cost/(gain) are as follows:
For the Three Months Ended September 30, |
||||||||
2004 |
2003 |
|||||||
(Dollars in thousands) | ||||||||
Service cost |
$ | 2 | $ | 2 | ||||
Interest cost |
57 | 57 | ||||||
Expected return on plan assets |
| | ||||||
Net amortization of prior service cost |
| | ||||||
Recognized net actuarial gain |
| (4 | ) | |||||
Net periodic benefit cost |
$ | 59 | $ | 55 | ||||
Assumptions used in the valuations were as follows: |
||||||||
Weighted average discount rate |
6.00 | % | 6.00 | % |
For the Nine Months Ended September 30, |
||||||||
2004 |
2003 |
|||||||
(Dollars in thousands) | ||||||||
Service cost |
$ | 6 | $ | 5 | ||||
Interest cost |
171 | 171 | ||||||
Expected return on plan assets |
| | ||||||
Net amortization of prior service cost |
| (1 | ) | |||||
Recognized net actuarial gain |
| (12 | ) | |||||
Net periodic benefit cost |
$ | 177 | $ | 163 | ||||
Assumptions used in the valuations were as follows: |
||||||||
Weighted average discount rate |
6.00 | % | 6.00 | % |
6. LONG-TERM INCENTIVE PLAN
On July 12, 1999, shareholders approved the United Community Financial Corp. Long-Term Incentive Plan (Incentive Plan). The purpose of the Incentive 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 and Butler Wick, by facilitating their purchase of an ownership interest in United Community.
The Incentive Plan provides for the grant of options, which may qualify as either incentive or nonqualified stock options. The Incentive Plan provides that option prices will not be less than the fair market value of the shares at the grant date. The maximum number of common shares that may be issued under the Incentive Plan is 3,471,562, all of which have been granted. All of the options awarded become exercisable on the date of grant. The option period expires 10 years from the date of grant. A summary of activity in the Incentive Plan is as follows:
7
For the Nine Months Ended September 30, |
||||||||||||||||
2004 |
2003 |
|||||||||||||||
Weighted | Weighted | |||||||||||||||
average | average | |||||||||||||||
exercise | exercise | |||||||||||||||
Shares |
price |
Shares |
price |
|||||||||||||
Outstanding at beginning of year |
2,468,622 | $ | 7.60 | 1,909,615 | $ | 7.01 | ||||||||||
Granted |
754,403 | 12.73 | 742,654 | 8.97 | ||||||||||||
Exercised |
887,884 | 7.01 | 136,786 | 7.02 | ||||||||||||
Forfeited |
| | 5,934 | 6.97 | ||||||||||||
Outstanding at end of period |
2,335,141 | $ | 9.47 | 2,509,549 | $ | 7.59 | ||||||||||
Options exercisable at end of period |
2,335,141 | $ | 9.47 | 2,509,549 | $ | 7.59 | ||||||||||
Weighted-average fair value of options granted during year |
$ | 3.13 | $ | 3.65 |
7. SEGMENT INFORMATION
United Community has two principal segments, banking and investment services. Banking provides consumer and corporate banking services. Investment services provide investment brokerage and a network of integrated financial services. Condensed statements of income by operating segment for the three and nine months ended September 30, 2004 and 2003 are as follows:
For the Three Months Ended September 30, 2004 |
||||||||||||
Banking | Investment | |||||||||||
Services |
Services |
Total |
||||||||||
(Dollars in thousands) | ||||||||||||
Interest income |
$ | 28,526 | $ | 460 | $ | 28,986 | ||||||
Interest expense |
10,380 | 117 | 10,497 | |||||||||
Provision for loan loss |
9,226 | | 9,226 | |||||||||
Net interest income after
provision for loan loss |
8,920 | 343 | 9,263 | |||||||||
Non-interest income |
2,910 | 5,768 | 8,678 | |||||||||
Non-interest expense |
11,923 | 5,795 | 17,718 | |||||||||
Income before tax |
(93 | ) | 316 | 223 | ||||||||
Income tax expense |
(82 | ) | 111 | 29 | ||||||||
Net income |
$ | (11 | ) | $ | 205 | $ | 194 | |||||
8
For the Three Months Ended September 30, 2003 |
||||||||||||
Banking | Investment | |||||||||||
Services |
Services |
Total |
||||||||||
(Dollars in thousands) | ||||||||||||
Interest income |
$ | 26,729 | $ | 316 | $ | 27,045 | ||||||
Interest expense |
9,458 | 57 | 9,515 | |||||||||
Provision for loan loss |
571 | | 571 | |||||||||
Net interest income after
provision for loan loss |
16,700 | 259 | 16,959 | |||||||||
Non-interest income |
4,120 | 6,183 | 10,303 | |||||||||
Non-interest expense |
12,141 | 6,228 | 18,369 | |||||||||
Income before tax |
8,679 | 214 | 8,893 | |||||||||
Income tax expense |
3,034 | 76 | 3,110 | |||||||||
Net income |
$ | 5,645 | $ | 138 | $ | 5,783 | ||||||
For the Nine Months Ended September 30, 2004 |
||||||||||||
Banking | Investment | |||||||||||
Services |
Services |
Total |
||||||||||
(Dollars in thousands) | ||||||||||||
Interest income |
$ | 82,607 | $ | 1,103 | $ | 83,710 | ||||||
Interest expense |
28,815 | 237 | 29,052 | |||||||||
Provision for loan loss |
11,053 | | 11,053 | |||||||||
Net interest income after
provision for loan loss |
42,739 | 866 | 43,605 | |||||||||
Non-interest income |
9,628 | 18,037 | 27,665 | |||||||||
Non-interest expense |
36,850 | 18,152 | 55,002 | |||||||||
Income before tax |
15,517 | 751 | 16,268 | |||||||||
Income tax expense |
5,354 | 245 | 5,599 | |||||||||
Net income |
$ | 10,163 | $ | 506 | $ | 10,669 | ||||||
For the Nine Months Ended September 30, 2003 |
||||||||||||
Banking | Investment | |||||||||||
Services |
Services |
Total |
||||||||||
(Dollars in thousands) | ||||||||||||
Interest income |
$ | 84,216 | $ | 875 | $ | 85,091 | ||||||
Interest expense |
30,740 | 183 | 30,923 | |||||||||
Provision for loan loss |
2,969 | | 2,969 | |||||||||
Net interest income after
provision for loan loss |
50,507 | 692 | 51,199 | |||||||||
Non-interest income |
15,169 | 16,275 | 31,444 | |||||||||
Non-interest expense |
38,077 | 17,175 | 55,252 | |||||||||
Income before tax |
27,599 | (208 | ) | 27,391 | ||||||||
Income tax expense |
9,672 | (72 | ) | 9,600 | ||||||||
Net income |
$ | 17,927 | $ | (136 | ) | $ | 17,791 | |||||
9
8. EARNINGS PER SHARE
Earnings per share is 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 shares determined for the basic computation plus the dilutive effect of potential common shares that could be issued under outstanding stock options and restricted stock awards. There were stock options for 754,403 shares that were antidilutive for the quarter ended September 30, 2004. There were no stock options that were antidilutive for the quarter ended September 30, 2003. Antidilutive options are not considered in computing earnings per share.
As of or For the Three | As of or For the Nine | |||||||||||||||
Months Ended | Months Ended | |||||||||||||||
September 30, |
September 30, |
|||||||||||||||
2004 |
2003 |
2004 |
2003 |
|||||||||||||
(Dollars in thousands, | (Dollars in thousands, | |||||||||||||||
except per share data) | except per share data) | |||||||||||||||
Net income applicable to common stock |
$ | 194 | $ | 5,783 | $ | 13,506 | $ | 17,791 | ||||||||
Weighted average common shares
outstanding |
28,629 | 31,440 | 29,340 | 31,715 | ||||||||||||
Dilutive effect of stock options |
402 | 444 | 439 | 362 | ||||||||||||
Weighted average common shares
outstanding for dilutive computation |
29,031 | 31,884 | 29,779 | 32,077 | ||||||||||||
Earnings per share: |
||||||||||||||||
Basic |
$ | 0.01 | $ | 0.18 | $ | 0.36 | $ | 0.56 | ||||||||
Diluted |
$ | 0.01 | $ | 0.17 | $ | 0.36 | $ | 0.55 |
10
9. LOSS CONTINGENCY
In September 2003, an arbitration proceeding was initiated against Butler Wick and a broker employed by Butler Wick asserting certain claims. The claimants seek compensatory damages of $6.9 million, interest of 10% per annum, litigation costs, including attorneys fees, and punitive damages of at least $7.0 million in connection with alleged losses experienced in their securities brokerage account. Butler Wick and the broker responded in November 2003 by filing a Statement of Answer in which they denied the claims. A panel of three arbitrators has been appointed, the parties are exchanging documents and the matter has been set for arbitration on January 10, 2005. Butler Wick intends to vigorously defend the claims.
The Company is party to litigation regarding a group of loans consisting of two commercial loans and 85 consumer loans made to parties who purchased boats from the same dealer.
It is not possible to make a reasonable estimate of financial exposure, if any, at this time, and no loss accruals have been recorded in connection with these matters.
11
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
UNITED COMMUNITY FINANCIAL CORP.
At or For the Three | At or For the Nine | |||||||||||||||
Months Ended | Months Ended | |||||||||||||||
September 30, |
September 30, |
|||||||||||||||
2004 |
2003 |
2004 |
2003 |
|||||||||||||
Selected financial ratios and other data: (1) |
||||||||||||||||
Performance ratios: |
||||||||||||||||
Return on average assets (2) |
0.03 | % | 1.17 | % | 0.67 | % | 1.19 | % | ||||||||
Return on average equity (3) |
0.31 | % | 8.28 | % | 5.55 | % | 8.58 | % | ||||||||
Interest rate spread (4) |
3.30 | % | 3.50 | % | 3.39 | % | 3.54 | % | ||||||||
Net interest margin (5) |
3.55 | % | 3.79 | % | 3.65 | % | 3.85 | % | ||||||||
Noninterest expense to average assets |
3.20 | % | 3.72 | % | 3.44 | % | 3.71 | % | ||||||||
Efficiency ratio (6) |
64.14 | % | 65.19 | % | 66.79 | % | 63.99 | % | ||||||||
Average interest-earning assets to average
interest-bearing liabilities |
112.33 | % | 114.02 | % | 113.48 | % | 114.03 | % | ||||||||
Capital ratios: |
||||||||||||||||
Average equity to average assets |
11.25 | % | 14.15 | % | 12.03 | % | 13.90 | % | ||||||||
Equity to assets, end of period |
11.01 | % | 14.09 | % | 11.01 | % | 14.09 | % | ||||||||
Tier 1 leverage ratio |
8.05 | % | 9.08 | % | 8.05 | % | 9.08 | % | ||||||||
Tier 1 risk-based capital ratio |
9.41 | % | 10.96 | % | 9.41 | % | 10.96 | % | ||||||||
Total risk-based capital ratio |
10.66 | % | 11.98 | % | 10.66 | % | 11.98 | % | ||||||||
Asset
quality ratios: |
||||||||||||||||
Nonperforming loans to total loans at end of period (7) |
0.85 | % | 1.04 | % | 0.85 | % | 1.04 | % | ||||||||
Nonperforming assets to average assets (8) |
0.73 | % | 0.86 | % | 0.77 | % | 0.85 | % | ||||||||
Nonperforming assets to total assets at end of period |
0.73 | % | 0.85 | % | 0.73 | % | 0.85 | % | ||||||||
Allowance for loan losses as a percent of loans |
1.40 | % | 1.04 | % | 1.40 | % | 1.04 | % | ||||||||
Allowance for loan losses as a percent of
nonperforming loans (7) |
160.92 | % | 97.72 | % | 160.92 | % | 97.72 | % | ||||||||
Office data: |
||||||||||||||||
Number of full service banking offices |
36 | 34 | 36 | 34 | ||||||||||||
Number of loan production offices |
5 | 5 | 5 | 5 | ||||||||||||
Number of brokerage offices |
15 | 13 | 15 | 13 | ||||||||||||
Per share data: |
||||||||||||||||
Basic earnings per share (9) |
$ | 0.01 | $ | 0.18 | $ | 0.36 | $ | 0.56 | ||||||||
Diluted earnings per share (9) |
$ | 0.01 | $ | 0.17 | $ | 0.36 | $ | 0.55 | ||||||||
Book value (10) |
$ | 7.86 | $ | 8.12 | $ | 7.86 | $ | 8.12 | ||||||||
Tangible book value (11) |
$ | 6.68 | $ | 7.03 | $ | 6.68 | $ | 7.03 | ||||||||
Market value as a percent of book value (12) |
145 | % | 122 | % | 145 | % | 122 | % |
(1) | Ratios for the three and nine month periods are annualized where appropriate. | |
(2) | Net income divided by average total assets. | |
(3) | Net income divided by average total equity. | |
(4) | Difference between weighted average yield on interest-earning assets and weighted average cost of interest-bearing liabilities. | |
(5) | Net interest income as a percentage of average interest-earning assets. | |
(6) | Noninterest expense, excluding the amortization of core deposit intangible, divided by the sum of net interest income and noninterest income, excluding gains and losses on securities and other. | |
(7) | Nonperforming loans consist of nonaccrual loans and restructured loans. | |
(8) | Nonperforming assets consist of nonperforming loans and real estate acquired in settlement of loans. | |
(9) | Earnings per share are computed by dividing net income by the weighted average number of shares outstanding during the period. Diluted earnings per share are 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 and the recognition and retention plan. | |
(10) | Equity divided by number of shares outstanding. | |
(11) | Equity minus goodwill and core deposit intangible divided by number of shares outstanding. | |
(12) | Market value divided by book value. |
12
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 in this report, the terms anticipates, plans, expects, believes, 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 materially may differ 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, interest rate environment, competitive conditions in the financial services industry, changes in law, governmental policies and regulations, and rapidly changing technology affecting financial services.
Comparison of Financial Condition at September 30, 2004 and December 31, 2003
Total assets increased by $150.4 million, or 7.3%, to $2.2 billion at September 30, 2004, compared to December 31, 2003. The net change in assets was a result of increases of $195.9 million in net loans, $21.1 million in loans held for sale, $13.2 million in trading securities and $2.9 million in other assets. These increases were partially offset by decreases of $46.0 million in cash and cash equivalents and $37.7 million in available for sale securities. Total liabilities increased $185.3 million primarily as a result of a $69.1 million increase in interest-bearing deposits, $12.1 million increase in non-interest bearing deposits, $106.2 million increase in short-term borrowed funds and an increase of $7.3 million in long-term borrowed funds.
Cash and deposits with banks decreased $2.7 million, or 7.5%, to $33.6 million at September 30, 2004, compared to $36.3 million at December 31, 2003. Federal funds sold and other overnight funds decreased $43.2 million, or 96.5%, to $1.6 million at September 30, 2004, from $44.8 million at December 31, 2003. The decrease is primarily as a result of the completion of the self-tender offer in March 2004 in which United Community purchased 3,667,227 common shares at $12.50 per share.
Trading securities increased $13.2 million or 84.8% to $28.8 million at September 30, 2004, from $15.6 million at December 31, 2003. The primary reason for the change is an increase in trading securities held in Butler Wicks portfolio of $15.5 million, most of which relate to repurchase agreements existing at September 30, 2004. Partially offsetting this increase was a decrease in retention plan assets of $2.2 million as a result of payouts to participants.
Available for sale securities decreased $37.7 million or 16.6% from December 31, 2003, to September 30, 2004, as a result of sales aggregating $51.7 million coupled with paydowns and maturities of $40.7 million. Purchases of $56.2 million in securities partially offset the decrease.
Net loans increased $195.9 million, or 12.4%, from December 31, 2003, to September 30, 2004. Home Savings had increases of $73.3 million in real estate loans, $48.7 million in construction loans, $57.1 million in consumer loans and $25.9 million in commercial loans. Loans held for sale also increased $21.1 million, or 56.0%, to $58.8 million at September 30, 2004, compared to $37.7 million at December 31, 2003. In the third quarter of 2004, Home Savings transferred $39.3 million in fixed rate, fixed term second mortgage loans originated by the bank from the portfolio to loans held for sale. Additionally, during the first nine months of 2004, Home Savings sold approximately $120.4 million newly originated fixed-rate loans to help manage interest rate risk. Home Savings anticipates continued sales as a part of its strategic plan to manage interest rate risk.
The allowance for loan losses increased to $25.1 million at September 30, 2004, from $15.1 million at December 31, 2003. The increase in the allowance was primarily a result of a determination that impairment charges were necessary for 25 consumer loans and two commercial loans. Those loans are part of a group of 87 loans, consisting of a $5 million commercial line of credit to a boat dealer, with a current principal balance of approximately $4.8 million, a $500,000 standby letter of credit issued on behalf of that dealer (and fully drawn upon), and 85 consumer loans made to purchasers of boats from that dealer with an unpaid principal balance of $33.4 million at September 30, 2004.
In August 2004 and October 2004, the Company recorded and announced impairment charges totaling $4.0 million in the third quarter for the two commercial and 21 of the consumer loans in this group. Based on current information regarding the collateral securing, and/or the collectability, of these 87 loans which became known to the Company after the end of the quarter, the Company determined an additional impairment charge of $4.4 million was required, bringing the total impairment charges on these loans to $8.4 million. At September 30, 2004, the outstanding principal balance of these impaired loans was $15.2 million, which includes $9.9 million of consumer loans and $5.3 million of commercial loans. The Company has reviewed these 87 loans based upon the facts and circumstances existing as of the date of this report. No assurance can be made at this time that additional impairment charges may not be required on these 87 loans if the facts and circumstances change or if one or more adverse court judgments against Home Savings occur. See Note 9 to the financial statements for a complete summary of loss contingencies.
The total outstanding balance of all impaired loans was $20.8 million at September 30, 2004. See Note 3 to the financial statements for a complete summary of impaired loans. The allowance for loan losses as a percentage of total loans increased 46 basis points to 1.40% at September 30, 2004, compared to December 31, 2003. The allowance for loan losses as a percentage of non-performing loans increased to 160.9% at September 30, 2004, compared to 100.7% at December 31, 2003.
Nonperforming assets include nonaccrual and restructured loans as well as real estate owned. Nonaccrual loans increase $1.5 million during the first nine months of 2004. Restructured loans decreased $842,000 while real estate owned decreased $600,000 to offset the change in nonaccrual loans. Total nonaccrual and restructured loans accounted for 0.85% of net loans receivable at September 30, 2004, and 0.94% of net loans receivable at December 31, 2003. Total nonperforming assets were 0.73% of total assets at September 30, 2004, compared to 0.79% at December 31, 2003.
The Company regularly reviews its allowance for loan losses at the end of each month to determine the adequacy of the allowance. No assurance can be given that additional impairment charges may not be required in future periods, which could adversely affect earnings.
13
Accrued interest receivable increased $1.0 million or 12.0% to $9.5 million at September 30, 2004, compared to $8.4 million at December 31, 2003. The increase is primarily due to increases in the accruals for interest due from mortgage loans of $168,000, installment loans of $258,000, education loans of $105,000 and commercial loans of $499,000.
Other assets increased by $2.9 million, or 26.4%, to $13.8 million at September 30, 2004, from $10.9 million at December 31, 2003. The primary reason for the change is an increase of $1.4 million in accounts receivable at Butler Wick as a result of an increase in receivables from brokers and dealers. Increases in prepaid Ohio franchise tax of $428,000 and deferred taxes of $367,000 also contributed to the change.
Total deposits increased $81.2 million, or 5.7% from December 31, 2003, to September 30, 2004. This increase mainly is due to a $1.4 million increase in savings accounts, a $12.3 million increase in NOW accounts and a $70.8 million increase in certificates of deposit.
Other borrowed funds, consisting of both long and short term debt, increased $113.5 million to $452.0 million at September 30, 2004, compared to $338.5 million at December 31, 2003. The increase is due to an increase in overnight advances from the Federal Home Loan Bank (FHLB) by Home Savings of $77.2 million, an increase in long-term advances from the FHLB by Home Savings of $16.5 million, sweep repurchase agreements by Home Savings of $3.9 million and $14.9 million in short term borrowings at Butler Wick. The borrowings were used to fund loan growth in excess of deposit growth, to complete the self-tender offer and to fund security purchases at Butler Wick.
Shareholders equity decreased $34.8 million, or 12.4%, to $245.0 million at September 30, 2004, from $279.8 million at December 31, 2003, primarily due to the self-tender offer. United Community repurchased 3,667,227 shares, or 10.4% of the shares outstanding, at a total price of $45.9 million. Also contributing to the decrease was a decrease in other comprehensive income of $303,000 caused by unrealized losses on the available for sale securities portfolio. Tangible book value and book value per share were $6.68 and $7.86, respectively as of September 30, 2004, and $7.11 and $8.21, respectively, at December 31, 2003.
Comparison of Operating Results for the Three Months Ended
September 30, 2004 and September 30, 2003
Net Income. Net income for the three months ended September 30, 2004 was $194,000, or $0.01 per diluted share, compared to net income of $5.8 million, or $0.17 per diluted share, for the three months ended September 30, 2003. Net interest income increased $959,000 and the provision for loan losses increased $8.7 million. Noninterest income decreased $1.6 million and noninterest expense decreased $651,000. United Communitys annualized return on average assets and return on average equity were 0.03% and 0.31%, respectively, for the three months ended September 30, 2004. The annualized return on average assets and return on average equity for the comparable period in 2003 were 1.17% and 8.28%, respectively.
Net Interest Income. Net interest income for the quarter ended September 30, 2004 was $18.5 million compared to $17.5 million for the same period last year. Interest income increased $1.9 million for the third quarter as compared to the third quarter of 2003. The increase was caused by an increase in income on net loans of $2.4 million as a result of an increase in the average balance of $311.6 million. Also contributing to the increase was the increase in the average balance of trading securities of $19.3 million, causing an increase in interest earned of $77,000. These increases were partially offset by decreases in interest earned on loans held for sale of $460,000 and interest earned on securities available for sale of $94,000. The decrease in interest on loans held for sale is a result of a decrease in the average balance of $33.9 million along with a 119 basis point reduction in yield on those assets. The decrease in income earned on securities available for sale is a result of a $59.7 million decrease in the average balance of those assets.
Total interest expense increased $982,000 for the quarter ended September 30, 2004, as compared to the same quarter last year. The increase was due to increases in interest expense on other borrowed funds of $799,000 and deposits of $183,000. The increase in interest expense on other borrowed funds was due to an increase in the average balance of those liabilities of $216.4 million, partially offset by a 124 basis point decline in the cost of those funds. An increase in the average balance of certificates of deposit of $50.2 million drove the increase in interest expense on deposits.
The following table provides specific information about interest rate and outstanding balance (volume) changes compared to the third quarter of last year. The interest rate spread for the three months ended September 30, 2004 was 3.30% compared to 3.50%
14
for the quarter ended September 30, 2003. Net interest margin declined 24 basis points to 3.55% for the three months ended September 30, 2004 compared to 3.79% for the same quarter in 2003.
For the Three Months Ended September 30, |
||||||||||||
2004 vs. 2003 |
||||||||||||
Increase | ||||||||||||
(decrease) due to | Total | |||||||||||
increase | ||||||||||||
Rate |
Volume |
(decrease) |
||||||||||
(In thousands) | ||||||||||||
Interest-earning assets: |
||||||||||||
Loans |
$ | (1,859 | ) | $ | 4,217 | $ | 2,358 | |||||
Loans held for sale |
(126 | ) | (334 | ) | (460 | ) | ||||||
Investment securities: |
||||||||||||
Trading |
(24 | ) | 101 | 77 | ||||||||
Available for sale |
(5,636 | ) | 5,542 | (94 | ) | |||||||
Margin accounts |
43 | 4 | 47 | |||||||||
FHLB stock |
13 | 9 | 22 | |||||||||
Other interest-earning assets |
8 | (17 | ) | (9 | ) | |||||||
Total interest-earning assets |
$ | (7,581 | ) | $ | 9,522 | 1,941 | ||||||
Interest-bearing liabilities: |
||||||||||||
Savings accounts |
(92 | ) | (29 | ) | (121 | ) | ||||||
NOW and money market accounts |
(58 | ) | (24 | ) | (82 | ) | ||||||
Certificates of deposit |
(20 | ) | 406 | 386 | ||||||||
Other borrowed funds |
(398 | ) | 1,197 | 799 | ||||||||
Total interest-bearing liabilities |
$ | (568 | ) | $ | 1,550 | 982 | ||||||
Change in net interest income |
$ | 959 | ||||||||||
Provision for Loan Losses. A provision for loan losses is charged to operations to bring the total allowance for loan losses to a level considered by management to be adequate to provide for probable incurred losses based on managements evaluation of such factors as the delinquency status of loans, current economic conditions, the fair value of the underlying collateral, changes in the composition of the loan portfolio and prior loan loss experience. Based on those factors, a $9.2 million provision for loan losses was recorded during the third quarter of 2004 compared to $571,000 for the same period in 2003. The increase in the provision for loan losses was primarily a result of a determination during the quarter that impairment charges were necessary for 25 consumer loans and two commercial loans. At September 30, 2004, the outstanding principal balance of these loans was $15.2 million, which includes $9.9 million of consumer loans and $5.3 million of commercial loans. Home Savings allowance for loan losses totaled $25.1 million at September 30, 2004, which was 1.40% of total loans, compared to 1.04% at September 30, 2003. The allowance for loan losses as a percent of non-performing loans increased to 160.92% at September 30, 2004 compared to 97.72% at September 30, 2003.
Noninterest Income. Noninterest income decreased $1.6 million, or 15.8%, from $10.3 million for the three months ended September 30, 2003, to $8.7 million for the three months ended September 30, 2004, primarily due to decreases of $1.6 million in gains on loans sold and $243,000 in gains on trading securities. Gains on loans sold decreased $1.6 million, or 67.0% as a result of less activity in the secondary market in the third quarter of 2004 compared to the same period in 2003. During the third quarter of 2003, Home Savings sold newly originated loans to help manage interest rate risk. These sales resulted in gains of approximately $2.4 million compared to $807,000 in gains on newly originated loans during the same period in 2004. The decrease in gains on trading securities of $243,000 is related to the market valuation adjustment of retention plan assets as well as larger losses recognized in Butter Wicks trading portfolio during the third quarter of 2004 compared to the same period of 2003. Also contributing
15
to the decrease in noninterest income is a decline in fee income of $491,000 for underwriting and investment banking activity in the third quarter of 2004 compared to 2003. Increases in service fees and other charges of $818,000 from $2.2 million at September 30, 2003 to $3.1 million at September 30, 2004 helped to offset these decreases. Home Savings had increases in OverdraftHonor fees of $136,000, non-sufficient funds and stop payment fees of $108,000 and collection fees on loans serviced for others of $68,000. In addition, Home Savings benefited from reduced amortization of mortgage servicing rights, which decreased $470,000.
Noninterest Expense. Total noninterest expense decreased $651,000, or 3.5%, to $17.7 million for the three months ended September 30, 2004, from $18.4 million for the three months ended September 30, 2003. The decrease primarily is due to a $452,000 decrease in salaries and employee benefits, a decrease in advertising expense of $331,000, and a decrease in equipment and data processing expense of $125,000. The decrease in salaries and employee benefits is primarily due to lower expenses incurred in connection with the recognition and retention plan as well as the change in market value of retention plan assets and decreased provisions for incentives. These decreases were partially offset by an increase of $339,000 in other expenses.
Federal Income Taxes. The provision for income taxes decreased $3.1 million, or 99.1% as a result of lower pretax income for the third quarter of 2004 compared to the third quarter of 2003. The effective tax rate for the quarter ending September 30, 2004 was 13.0% compared to 35.0% for the quarter ending September 30, 2003.
Comparison of Operating Results for the Nine Months Ended
September 30, 2004 and September 30, 2003
Net Income. Net income for the nine months ended September 30, 2004 was $10.7 million, or $0.36 per diluted share, compared to net income of $17.8 million, or $0.55 per diluted share, for the nine months ended September 30, 2003. Net interest income increased $490,000 and the provision for loan losses increased by $8.1 million. Noninterest income decreased $3.8 million and noninterest expense decreased $250,000. United Communitys annualized return on average assets and return on average equity were 0.67% and 5.55%, respectively, for the nine months ended September 30, 2004. The annualized return on average assets and return on average equity for the comparable period in 2003 were 1.19% and 8.58%, respectively.
Net Interest Income. Net interest income for the nine months ended September 30, 2004 was $54.7 million compared to $54.2 million for the same period last year. Interest income decreased $1.4 million for the first nine months of 2004 as compared to the first nine months of 2003. The decrease was caused by decreases in interest earned on available for sale securities of $1.6 million driven by a decrease in the average balance of available for sale securities at Home Savings of $73.8 million, partially offset by an increase in the average balance in Butler Wicks portfolio of $2.3 million. Also contributing to the change in interest income was a decrease in interest earned on loans held for sale of $1.0 million as a result of a $25.5 million decrease in the average balance and a 68 basis point reduction in yield earned on those assets. Partially offsetting the reduction was an increase in interest earned on net loans of $1.2 million attributable to the increase in the average balance of net loans of $228.7 million.
Interest expense on deposits decreased $3.4 million as a result of a 26 basis point decrease in interest paid on deposits and a $10.8 million decrease in the average balance of certificates of deposit, a decrease of $22.5 million in the average balance of savings accounts and a decrease of $10.2 million in the average balance of interest bearing NOW and money market accounts. These decreases were offset by an increase in interest expense on other borrowed funds of $1.5 million. The increase is primarily a result of an increase in the average balance of other borrowed funds at Home Savings of $147.1 million and an increase in the average balance of other borrowed funds at Butler Wick of $13.3 million. This increase partially was offset by a decrease of 118 basis points in the cost of those funds for the period ending September 30, 2004 as compared to the same period in 2003.
The following table provides specific information about interest rate and outstanding balance (volume) changes compared to the first nine months of last year. The interest rate spread for the nine months ended September 30, 2004 was 3.39% compared to 3.54% for the nine months ended September 30, 2003. Net interest margin declined 20 basis points to 3.65% for the nine months ended September 30, 2004, compared to 3.85% for the same period in 2003.
16
For the Nine Months Ended September 30, | ||||||||||||
2004 vs. 2003 |
||||||||||||
Increase | ||||||||||||
(decrease) due to | Total | |||||||||||
increase | ||||||||||||
Rate |
Volume |
(decrease) |
||||||||||
(In thousands) | ||||||||||||
Interest-earning assets: |
||||||||||||
Loans |
$ | (4,242 | ) | $ | 5,491 | $ | 1,249 | |||||
Loans held for sale |
(201 | ) | (839 | ) | (1,040 | ) | ||||||
Investment securities: |
||||||||||||
Trading |
(42 | ) | 210 | 168 | ||||||||
Available for sale |
249 | (1,882 | ) | (1,633 | ) | |||||||
Margin accounts |
50 | (7 | ) | 43 | ||||||||
FHLB stock |
14 | 26 | 40 | |||||||||
Other interest-earning assets |
(64 | ) | (144 | ) | (208 | ) | ||||||
Total interest-earning assets |
$ | (4,236 | ) | $ | 2,855 | (1,381 | ) | |||||
Interest-bearing liabilities: |
||||||||||||
Savings accounts |
(776 | ) | (121 | ) | (897 | ) | ||||||
NOW and money market accounts |
(777 | ) | (81 | ) | (858 | ) | ||||||
Certificates of deposit |
(1,366 | ) | (271 | ) | (1,637 | ) | ||||||
Other borrowed funds |
(1,039 | ) | 2,560 | 1,521 | ||||||||
Total interest-bearing liabilities |
$ | (3,958 | ) | $ | 2,087 | (1,871 | ) | |||||
Change in net interest income |
$ | 490 | ||||||||||
Provision for Loan Losses. A provision for loan losses is charged to operations to bring the total allowance for loan losses to a level considered by management to be adequate to provide for probable incurred losses based on managements evaluation of such factors as the delinquency status of loans, current economic conditions, the fair value of the underlying collateral, changes in the composition of the loan portfolio and prior loan loss experience. Based on those factors, an $11.1 million provision for loan losses was recorded for the first nine months of 2004 compared to $3.0 million during the first nine months of 2003. The increase was due largely to the impairment charges in the third quarter of 2004 discussed above. Home Savings allowance for loan losses totaled $25.1 million at September 30, 2004, which was 1.40% of total loans, compared to 1.04% at September 30, 2003. The allowance for loan losses as a percent of non-performing loans increased to 160.92% at September 30, 2004 compared to 97.72% at September 30, 2003.
Noninterest Income. Noninterest income decreased $3.8 million, or 12.0%, from $31.4 million for the nine months ended September 30, 2003, to $27.7 million for the nine months ended September 30, 2004, due to decreases of $8.4 million in gains on loans sold and $489,000 in gains on trading securities. Gains on loans sold decreased as a result of less activity in the secondary market during the first nine months of 2004 compared to the same period in 2003. During the first nine months of 2003, Home Savings sold newly originated loans and fixed rate loans from the portfolio to help manage interest rate risk. These sales resulted in gains of approximately $10.9 million compared to $2.5 million in gains on newly originated loans sold during the same period in 2004. The decrease in gains on trading securities of $489,000 is related to lower gains realized on retention plan assets for the first nine months of 2004 compared to 2003. Partially offsetting these decreases were increases in service fees and other charges of $3.0 million, brokerage commissions of $1.5 million and gains on sales of available for sale securities of $593,000.
Service fees and other charges increased $3.0 million, or 52.5% for the first nine months of 2004 as compared to the first nine months of 2003. Factors contributing to the increase include an increase in OverdraftHonor fees of $1.3 million at Home Savings as well an increase at Home Savings of $298,000 in loan servicing fee income and a $1.1 million decrease in mortgage servicing rights amortization. Butler Wicks increase in service fees of $397,000 also contributed to the increase. Brokerage commissions increased $1.5 million, or 13.9% when comparing September 30, 2004 to the same period in 2003. The increase is
17
due to higher commissions earned as a result of increased trading activity at Butler Wick. The increase in gains on sales of available for sale securities in 2004 of $593,000 was a result of more security sales in 2004 versus 2003.
Noninterest Expense. Total noninterest expense decreased $250,000 for the first nine months of 2004 when compared to the first nine months of 2003. The decrease can be attributable to decreases in equipment and data processing expense of $408,000, advertising expense of $311,000 and amortization expense related to the core deposit intangible asset of $336,000. Partially offsetting the decrease in these expenses was an increase in salaries and employee benefits expense of $526,000 in 2004 compared to 2003.
Federal Income Taxes. The provision for income taxes decreased $4.0 million, or 41.7%, during the first nine months of 2004 compared to the same period in 2003 as a result of lower pretax income in 2004 than in 2003. The effective tax rate for the nine months ended September 30, 2004 was 34.4% as compared to 35.0% for the same period in 2003.
18
UNITED COMMUNITY FINANCIAL CORP.
AVERAGE BALANCE SHEETS
The following table presents the total dollar amounts of interest income and interest expense on the indicated amounts of average interest-earning assets or interest-bearing liabilities together with the weighted average interest rates for the three month periods ended September 30, 2004 and 2003. Average balance calculations were based on daily balances.
Three Months Ended September 30, |
||||||||||||||||||||||||
2004 |
2003 |
|||||||||||||||||||||||
Average | Interest | Average | Interest | |||||||||||||||||||||
Outstanding | Earned/ | Yield/ | Outstanding | Earned/ | Yield/ | |||||||||||||||||||
Balance |
Paid |
Cost |
Balance |
Paid |
Cost |
|||||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||||||
Interest-earning assets: |
||||||||||||||||||||||||
Net loans (1) |
$ | 1,794,576 | $ | 26,411 | 5.89 | % | $ | 1,483,019 | $ | 24,053 | 6.49 | % | ||||||||||||
Net loans held for sale |
17,852 | 161 | 3.61 | % | 51,796 | 621 | 4.80 | % | ||||||||||||||||
Investment securities: |
||||||||||||||||||||||||
Trading |
33,152 | 207 | 2.50 | % | 13,845 | 130 | 3.76 | % | ||||||||||||||||
Available for sale |
196,372 | 1,739 | 3.54 | % | 256,045 | 1,833 | 2.86 | % | ||||||||||||||||
Margin accounts |
14,427 | 218 | 6.04 | % | 14,106 | 171 | 4.85 | % | ||||||||||||||||
FHLB stock |
22,364 | 239 | 4.27 | % | 21,491 | 217 | 4.04 | % | ||||||||||||||||
Other interest-earning assets |
4,004 | 11 | 1.10 | % | 9,237 | 20 | 0.87 | % | ||||||||||||||||
Total interest-earning assets |
2,082,747 | 28,986 | 5.57 | % | 1,849,539 | 27,045 | 5.85 | % | ||||||||||||||||
Noninterest-earning assets |
133,606 | 125,410 | ||||||||||||||||||||||
Total assets |
$ | 2,216,353 | $ | 1,974,949 | ||||||||||||||||||||
Interest-bearing liabilities: |
||||||||||||||||||||||||
NOW and money market accounts |
$ | 295,168 | $ | 564 | 0.76 | % | $ | 306,771 | $ | 646 | 0.84 | % | ||||||||||||
Savings accounts |
315,435 | 328 | 0.42 | % | 338,442 | 449 | 0.53 | % | ||||||||||||||||
Certificates of deposit |
791,591 | 6,406 | 3.24 | % | 741,432 | 6,020 | 3.25 | % | ||||||||||||||||
Other borrowed funds |
451,931 | 3,199 | 2.83 | % | 235,520 | 2,400 | 4.08 | % | ||||||||||||||||
Total interest-bearing liabilities |
1,854,125 | 10,497 | 2.26 | % | 1,622,165 | 9,515 | 2.35 | % | ||||||||||||||||
Noninterest-bearing liabilities |
112,773 | 73,255 | ||||||||||||||||||||||
Total liabilities |
1,966,898 | 1,695,420 | ||||||||||||||||||||||
Equity |
249,455 | 279,529 | ||||||||||||||||||||||
Total liabilities and equity |
$ | 2,216,353 | $ | 1,974,949 | ||||||||||||||||||||
Net interest income and Interest rate spread |
$ | 18,489 | 3.30 | % | $ | 17,530 | 3.50 | % | ||||||||||||||||
Net interest margin |
3.55 | % | 3.79 | % | ||||||||||||||||||||
Average interest-earning assets to average
interest- bearing liabilities |
112.33 | % | 114.02 | % | ||||||||||||||||||||
(1) | Nonaccrual loans are included in the average balance. |
19
UNITED COMMUNITY FINANCIAL CORP.
AVERAGE BALANCE SHEETS
The following table presents the total dollar amounts of interest income and interest expense on the indicated amounts of average interest-earning assets or interest-bearing liabilities together with the weighted average interest rates for the nine months ended September 30, 2004 and September 30, 2003. Average balance calculations were based on daily balances.
Nine Months Ended September 30, |
|||||||||||||||||||||||||
2004 |
2003 |
||||||||||||||||||||||||
Average | Interest | Average | Interest | ||||||||||||||||||||||
Outstanding | Earned/ | Yield/ | Outstanding | Earned/ | Yield/ | ||||||||||||||||||||
Balance |
Paid |
Cost |
Balance |
Paid |
Cost |
||||||||||||||||||||
(Dollars in thousands) | |||||||||||||||||||||||||
Interest-earning assets: |
|||||||||||||||||||||||||
Net loans (1) |
$ | 1,707,583 | $ | 76,025 | 5.94 | % | $ | 1,478,870 | $ | 74,776 | 6.74 | % | |||||||||||||
Net loans held for sale |
18,980 | 605 | 4.25 | % | 44,517 | 1,645 | 4.93 | % | |||||||||||||||||
Investment securities: |
|||||||||||||||||||||||||
Trading |
26,197 | 484 | 2.46 | % | 14,254 | 316 | 2.96 | % | |||||||||||||||||
Available for sale |
204,283 | 5,331 | 3.48 | % | 276,025 | 6,964 | 3.36 | % | |||||||||||||||||
Margin accounts |
14,053 | 556 | 5.28 | % | 14,247 | 513 | 4.80 | % | |||||||||||||||||
FHLB stock |
22,146 | 677 | 4.08 | % | 21,282 | 637 | 3.99 | % | |||||||||||||||||
Other interest-earning assets |
5,331 | 32 | 0.80 | % | 25,802 | 240 | 1.24 | % | |||||||||||||||||
Total interest-earning assets |
1,998,573 | 83,710 | 5.58 | % | 1,874,997 | 85,091 | 6.05 | % | |||||||||||||||||
Noninterest-earning assets |
131,684 | 113,191 | |||||||||||||||||||||||
Total assets |
$ | 2,130,257 | $ | 1,988,188 | |||||||||||||||||||||
Interest-bearing liabilities: |
|||||||||||||||||||||||||
NOW and money market accounts |
$ | 300,363 | $ | 1,665 | 0.74 | % | $ | 310,599 | $ | 2,523 | 1.08 | % | |||||||||||||
Savings accounts |
316,382 | 1,039 | 0.44 | % | 338,902 | 1,936 | 0.76 | % | |||||||||||||||||
Certificates of deposit |
756,825 | 17,827 | 3.14 | % | 767,642 | 19,464 | 3.38 | % | |||||||||||||||||
Other borrowed funds |
387,604 | 8,521 | 2.93 | % | 227,134 | 7,000 | 4.11 | % | |||||||||||||||||
Total interest-bearing liabilities |
1,761,174 | 29,052 | 2.20 | % | 1,644,277 | 30,923 | 2.51 | % | |||||||||||||||||
Noninterest-bearing liabilities |
112,776 | 67,533 | |||||||||||||||||||||||
Total liabilities |
1,873,950 | 1,711,810 | |||||||||||||||||||||||
Equity |
256,307 | 276,378 | |||||||||||||||||||||||
Total liabilities and equity |
$ | 2,130,257 | $ | 1,988,188 | |||||||||||||||||||||
Net interest income and
Interest rate spread |
$ | 54,658 | 3.39 | % | $ | 54,168 | 3.54 | % | |||||||||||||||||
Net interest margin |
3.65 | % | 3.85 | % | |||||||||||||||||||||
Average interest-earning assets
to average interest-bearing
liabilities |
113.48 | % | 114.03 | % | |||||||||||||||||||||
(1) | Nonaccrual loans are included in the average balance. |
20
ITEM 3. Quantitative and Qualitative Disclosures about Market Risk
Qualitative Aspects of Market Risk. The principal market risk affecting United Community is interest rate risk. United Community is subject to interest rate risk to the extent that its interest-earning assets reprice differently than its interest-bearing liabilities. Interest rate risk is defined as the sensitivity of a companys 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, which accounts for most of the assets and liabilities of United Community, has adopted an interest rate risk policy that requires the Home Savings Board to review quarterly reports related to interest rate risk and to set exposure limits for Home Savings as a guide to senior 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) 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. 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 that the Home Savings Board deems advisable in the event of various changes in interest rates.
Quarter ended September 30, 2004 |
||||||||||||||||||||||||||||
NPV as % of portfolio | Next 12 months net | |||||||||||||||||||||||||||
Net portfolio value |
value of assets |
interest income |
||||||||||||||||||||||||||
Change in rates | ||||||||||||||||||||||||||||
(basis points) |
$ Amount |
$ Change |
% Change |
NPV Ratio |
Change in % |
$ Change |
% Change |
|||||||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||||||||||
300 |
$ | 264,259 | ($28,591 | ) | -9.76 | % | 13.23 | % | -0.38 | % | $ | 2,911 | 4.16 | % | ||||||||||||||
200 |
278,007 | (14,843 | ) | -5.07 | % | 13.57 | % | -0.04 | % | 2,189 | 3.13 | % | ||||||||||||||||
100 |
288,263 | (4,587 | ) | -1.57 | % | 13.72 | % | 0.11 | % | 1,347 | 1.93 | % | ||||||||||||||||
Static |
292,850 | | | 13.61 | % | | | | ||||||||||||||||||||
-100 |
282,403 | (10,447 | ) | -3.70 | % | 12.88 | % | -0.73 | % | (2,380 | ) | -3.40 | % | |||||||||||||||
-200 |
N/A | N/A | N/A | N/A | N/A | N/A | N/A | |||||||||||||||||||||
-300 |
N/A | N/A | N/A | N/A | N/A | N/A | N/A |
N/A Due to a continued low interest rate environment, it is not possible to calculate results for these scenarios.
21
Year Ended December 31, 2003 |
||||||||||||||||||||||||||||
NPV as % of portfolio | Next 12 months net | |||||||||||||||||||||||||||
Net portfolio value |
value of assets |
interest income |
||||||||||||||||||||||||||
Change in rates | ||||||||||||||||||||||||||||
(basis points) |
$ Amount |
$ Change |
% Change |
NPV Ratio |
Change in % |
$ Change |
% Change |
|||||||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||||||||||
300 |
$ | 248,137 | ($28,816 | ) | -10.14 | % | 13.54 | % | -0.05 | % | $ | 658 | 1.00 | % | ||||||||||||||
200 |
266,586 | (10,367 | ) | -3.74 | % | 14.14 | % | 0.10 | % | 1,057 | 1.60 | % | ||||||||||||||||
100 |
276,775 | (178 | ) | -0.06 | % | 14.32 | % | 0.28 | % | 1,097 | 1.66 | % | ||||||||||||||||
Static |
276,953 | | | 14.04 | % | | | | ||||||||||||||||||||
-100 |
243,845 | (33,108 | ) | -11.95 | % | 12.29 | % | -1.75 | % | (1,703 | ) | -2.58 | % | |||||||||||||||
-200 |
N/A | N/A | N/A | N/A | N/A | N/A | N/A | |||||||||||||||||||||
-300 |
N/A | N/A | N/A | N/A | N/A | N/A | N/A |
Due to changes in the composition of Home Savings loan portfolio and with the prolonged period of low interest rates, Home Savings continues to be more sensitive to falling rates than rising rates. This increased sensitivity has occurred because a greater proportion of Home Savings loans can reprice immediately and the prepayments on fixed-rate loans dramatically increase. In addition, the value of core deposits is diminished in a falling rate environment.
As with any method of measuring interest rate risk, certain shortcomings are inherent in the NPV approach. For example, although certain assets and liabilities may have similar maturities or periods of repricing, they may react in different degrees to changes in market interest rates. Also, the interest rates on certain types of assets and liabilities may fluctuate in advance of changes in market interest rates, while interest rates on other types may lag behind changes in market rates. Further, in the event of a change in interest rates, expected rates of prepayment on loans and early withdrawal levels from certificates of deposit may deviate significantly from those assumed in making risk calculations.
Potential Impact of Changes in Interest Rates. Home Savings profitability depends to a large extent on its net interest income, which is the difference between interest income from loans and securities and interest expense on deposits and borrowings. Like most financial institutions, Home Savings short-term interest income and interest expense are 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 falling interest rates.
ITEM 4. Controls and Procedures
An evaluation was carried out by United Communitys management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of United Communitys disclosure controls and procedures (as defined in Rules 13a-14(c)/15d-14(c) of the Securities Exchange Act of 1934) as of September 30, 2004. Based on their evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that United Communitys disclosure controls and procedures are effective. During the quarter ended September 30, 2004, there were no changes in United Communitys internal controls over financial reporting that have materially affected or are reasonably likely to materially affect United Communitys internal control over financial reporting.
22
PART II. OTHER INFORMATION
UNITED COMMUNITY FINANCIAL CORP.
ITEM 1 Legal Proceedings
United Community and its subsidiaries are involved in a number of legal proceedings arising out of their businesses and regularly face various claims, including unasserted claims, which may ultimately result in litigation. Management believes that the financial position, results of operations, and cash flows would not be materially affected by the outcome of any pending or threatened legal proceedings, commitments, or claims.
ITEM 6 Exhibits
Exhibits
Exhibit | ||
Number |
Description |
|
3.1
|
Articles of Incorporation | |
3.2
|
Amended Code of Regulations | |
31.1
|
Section 302 Certification by Chief Executive Officer | |
31.2
|
Section 302 Certification by Chief Financial Officer | |
32
|
Certification of Statements by Chief Executive Officer and Chief Financial Officer |
23
UNITED COMMUNITY FINANCIAL CORP.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
UNITED COMMUNITY FINANCIAL CORP. |
||||
Date: November 9, 2004 | /s/ Douglas M. McKay | |||
Douglas M. McKay, Chief Executive Officer |
Date: November 9, 2004 | /s/ Patrick A. Kelly | |||
Patrick A. Kelly, Chief Financial Officer |
24
UNITED COMMUNITY FINANCIAL CORP.
Exhibit 3.1
Incorporated by reference to the Registration Statement on Form S-1 filed by United Community on March 13, 1998 with the Securities and Exchange Commission (SEC), Exhibit 3.1.
Exhibit 3.2
Incorporated by reference to the 1998 Form 10-K filed by United Community on March 31, 1999 with the SEC, film number 99582343, Exhibit 3.2.
25