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Exhibit 99.1

United Community Bancorp and Subsidiaries

Consolidated Financial Statements

June 30, 2018 and 2017

With Independent Auditors’ Report


TABLE OF CONTENTS

 

Independent Auditors’ Report

     1  

Consolidated Financial Statements:

  

Statement of Financial Condition

     2  

Statement of Income

     3  

Statement of Comprehensive Income

     4  

Statement of Changes in Stockholders’ Equity

     5  

Statement of Cash Flows

     6-7  

Notes to Financial Statements

     8-44  


LOGO

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of

United Community Bancorp and Subsidiaries:

Opinion on the Financial Statements

We have audited the accompanying consolidated statements of financial condition of United Community Bancorp and Subsidiaries (the Company) as of June 30, 2018 and 2017, and the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the years in the two-year period ended June 30, 2018, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2018 and 2017, and the results of its operations and its cash flows for each of the years in the two-year period ended June 30, 2018, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

LOGO

We have served as the Company’s auditor since 1999.

Cincinnati, Ohio

September 13, 2018

 

LOGO


UNITED COMMUNITY BANCORP AND SUBSIDIARIES

Consolidated Statements of Financial Condition

 

(In thousands, except share amounts)    June 30,
2018
    June 30,
2017
 
Assets     

Cash and due from banks

   $ 1,748     $ 2,029  

Interest-earning deposits in other financial institutions

     35,713       24,856  
  

 

 

   

 

 

 

Cash and cash equivalents

     37,461       26,885  

Investment securities:

    

Securities available for sale—at estimated market value

     74,265       79,188  

Securities held to maturity—at amortized cost

     41,586       41,954  

Mortgage-backed securities available for sale—at estimated market value

     52,353       68,374  
  

 

 

   

 

 

 

Investment securities

     168,204       189,516  

Loans receivable, net

     307,402       282,477  

Loans available for sale

     501       1,005  

Property and equipment, net

     6,319       6,603  

Federal Home Loan Bank stock, at cost

     3,527       3,527  

Accrued interest receivable:

    

Loans

     938       865  

Investments and mortgage-backed securities

     1,091       1,137  

Other real estate owned, net

     —         93  

Cash surrender value of life insurance policies

     17,121       17,023  

Deferred income taxes

     3,087       3,266  

Prepaid expenses and other assets

     2,417       1,817  

Goodwill

     2,522       2,522  

Intangible asset

     78       195  
  

 

 

   

 

 

 

Total assets

   $  550,668     $  536,931  
  

 

 

   

 

 

 
Liabilities and Stockholders’ Equity     

Deposits

   $ 469,247     $ 453,655  

Advances from FHLB

     6,833       8,833  

Accrued interest on deposits

     17       13  

Accrued interest on FHLB advance

     7       8  

Advances from borrowers for payment of insurance and taxes

     789       571  

Accrued expenses and other liabilities

     2,139       2,560  
  

 

 

   

 

 

 

Total liabilities

     479,032       465,640  

Stockholders’ equity

    

Preferred stock, $ 0.01 par value; 1,000,000 shares authorized, none issued

     —         —    

Common stock, $ 0.01 par value; 25,000,000 shares authorized, 5,149,564 shares issued at June 30, 2018 and June 30, 2017; 4,217,619 and 4,205,980 shares outstanding at June 30, 2018 and June 30, 2017, respectively.

     51       51  

Additional paid-in capital

     51,934       51,517  

Retained earnings

     36,389       34,839  

Less shares purchased for stock plans

     (1,458     (1,860

Treasury Stock, at cost—931,945 and 943,584 shares at June 30, 2018 and June 30, 2017, respectively.

     (12,243     (12,397

Accumulated other comprehensive income:

    

Unrealized loss on securities available for sale, net of income taxes

     (3,037     (859
  

 

 

   

 

 

 

Total stockholders’ equity

     71,636       71,291  
  

 

 

   

 

 

 

Total liabilities and stockholders’ equity

   $ 550,668     $ 536,931  
  

 

 

   

 

 

 

See accompanying notes to the consolidated financial statements.

 

2


UNITED COMMUNITY BANCORP AND SUBSIDIARIES

Consolidated Statements of Income

 

     For the Year Ended
June 30,
 
(In thousands, except per share data)    2018     2017  

Interest income:

    

Loans

   $ 12,935     $ 11,816  

Investments and mortgage-backed securities

     4,716       4,364  
  

 

 

   

 

 

 

Total interest income

     17,651       16,180  
  

 

 

   

 

 

 

Interest expense:

    

Deposits

     2,348       2,058  

Borrowed funds

     184       211  
  

 

 

   

 

 

 

Total interest expense

     2,532       2,269  
  

 

 

   

 

 

 

Net interest income

     15,119       13,911  

Provision for loan losses

     89       55  
  

 

 

   

 

 

 

Net interest income after provision for loan losses

     15,030       13,856  
  

 

 

   

 

 

 

Noninterest income:

    

Service charges

     3,181       3,106  

Gain on sale of loans

     274       644  

Gain on sale of investments

     9       79  

Gain (loss) on sale of other real estate owned

     93       (13

Loss on sale of fixed assets

     (60     —    

Income from bank owned life insurance

     610       622  

Other

     460       358  
  

 

 

   

 

 

 

Total noninterest income

     4,567       4,796  
  

 

 

   

 

 

 

Noninterest expense:

    

Compensation and employee benefits

     8,974       8,585  

Premises and occupancy expense

     1,079       1,191  

Deposit insurance premium

     165       166  

Advertising expense

     382       401  

Data processing expense

     1,855       1,820  

Merger expense

     973       —    

Intangible amortization

     117       117  

Professional fees

     573       703  

Other operating expenses

     1,251       1,269  
  

 

 

   

 

 

 

Total noninterest expense

     15,369       14,252  
  

 

 

   

 

 

 

Income before income taxes

     4,228       4,400  

Income tax provision

     1,269       953  
  

 

 

   

 

 

 

Net income

   $ 2,959     $ 3,447  
  

 

 

   

 

 

 

Basic earnings per share

   $ 0.73     $ 0.85  
  

 

 

   

 

 

 

Diluted earnings per share

   $ 0.72     $ 0.84  
  

 

 

   

 

 

 

See accompanying notes to the consolidated financial statements.

 

3


UNITED COMMUNITY BANCORP AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

 

     For the Year Ended
June 30,
 
(In thousands)    2018     2017  

Net income

   $ 2,959     $ 3,447  

Other comprehensive income, net of tax

    

Net unrealized loss on available for sale securities net of taxes of $(445) and $(1,398) for the years ended June 30, 2018 and 2017, respectively.

     (2,171     (2,190

Reclassification adjustment for the net realized gain on sale of available for sale securities included in net income, net of taxes of $(2) and $(31) for the years ended June 30, 2018 and 2017, respectively.

     (7     (48
  

 

 

   

 

 

 

Comprehensive income

   $ 781     $ 1,209  
  

 

 

   

 

 

 

Accumulated comprehensive income (loss)

   $ (3,037   $ (859
  

 

 

   

 

 

 

See accompanying notes to the consolidated financial statements.

 

4


UNITED COMMUNITY BANCORP AND SUBSIDIARIES

Consolidated Statements of Stockholders’ Equity

 

(In thousands, except per share data)    Common
Stock
     Additional
Paid-In
Capital
    Retained
Earnings
    Shares
Purchased for
Stock plans
    Treasury
Stock
    Unrealized
Gain (Loss) on
Securities
Available for
Sale
    Total  

Balance at July 1, 2016

   $ 51      $ 51,320     $ 32,484     $ (2,335   $ (12,445   $ 1,379     $ 70,454  

Net income

     —          —         3,447       —         —         —         3,447  

Cash dividends of $0.06 per share

     —          —         (713     —         —         —         (713

Cash dividends of $0.09 per share

     —          —         (379     —         —         —         (379

Shares repurchased

     —          —         —         —         (273     —         (273

Amortization of ESOP shares

     —          141       —         310       —         —         451  

Restricted stock award

     —          3       —         165       —         —         168  

Stock option expense

     —          80       —         —         —         —         80  

Proceeds from exercise of stock options

     —          (66     —         —         321       —         255  

Restricted stock and stock option exercise windfall APIC adjustment

     —          39       —         —         —         —         39  

Unrealized loss on investments:

               

Net change during the period, net of deferred taxes of $(1,429)

     —          —         —         —         —         (2,238     (2,238
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at June 30, 2017

   $ 51      $ 51,517     $ 34,839     $ (1,860   $ (12,397   $ (859   $ 71,291  

Net income

     —          —         2,959       —         —         —         2,959  

Cash dividends of $0.10 per share

     —          —         (1,632     —         —         —         (1,632

Amortization of ESOP shares

     —          241       —         189       —         —         430  

Restricted stock award

     —          41       —         151       —         —         192  

2006 Restricted stock transf to treasury

     —          —         —         62       (62     —         —    

Stock option expense

     —          85       —         —         —         —         85  

Proceeds from exercise of stock options

     —          (30     —         —         216       —         186  

Reclassification of stranded tax effects from change in Federal tax rate

     —          —         223       —         —         (223     —    

Restricted stock and stock option exercise windfall APIC adjustment

     —          80       —         —         —         —         80  

Unrealized loss on investments:

               

Net change during the period, net of deferred taxes of ($443)

     —          —         —         —         —         (1,955     (1,955
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at June 30, 2018

   $ 51      $ 51,934     $ 36,389     $ (1,458   $ (12,243   $ (3,037   $ 71,636  

See accompanying notes to consolidated financial statements.

 

5


UNITED COMMUNITY BANCORP AND SUBSIDIARIES

Consolidated Statements of Cash Flows

 

     For the Year Ended
June 30,
 
(In thousands)    2018     2017  

Operating activities:

    

Net income

   $ 2,959     $ 3,447  

Adjustments to reconcile net income to net cash provided by operating activities:

    

Depreciation

     357       411  

Provision for loan losses

     89       55  

Deferred loan origination costs

     (143     (71

Amortization of premium on investments

     1,634       1,766  

Proceeds from sale of loans

     11,278       24,125  

Loans disbursed for sale in the secondary market

     (10,500     (23,703

Gain on sale of loans

     (274     (644

Amortization of intangible asset

     117       117  

Amortization of acquisition-related loan yield adjustment

     (112     (118

Gain on sale of investment securities

     (9     (79

Loss on sale of fixed assets

     60       —    

(Gain) loss on sale of other real estate owned

     (93     13  

Gain recognized from death benefit on bank owned life insurance

     (160     (149

Increase in cash surrender value of life insurance

     (450     (473

Stock-based compensation

     277       248  

Amortization of ESOP shares

     430       451  

Deferred income taxes

     845       236  

Effects of change in operating assets and liabilities:

    

Accrued interest receivable

     (27     (120

Prepaid expenses and other assets

     (600     83  

Accrued interest payable

     3       (1

Accrued expenses and other

     (341     (1,531
  

 

 

   

 

 

 

Net cash provided by operating activities

     5,340       4,063  
  

 

 

   

 

 

 

Investing activities:

    

Proceeds from maturity of available for sale investment securities

     1,503       530  

Proceeds from maturity of held to maturity securities

     134       61  

Proceeds from sale of available for sale investment securities

     596       6,935  

Proceeds from repayment of mortgage-backed securities and collateralized mortgage obligations available for sale

     21,886       18,839  

Proceeds from sale of mortgage-backed securities available for sale

     —         11,087  

Proceeds from sale of fixed assets

     154       —    

Proceeds from sale of other real estate owned

     349       86  

Purchases of available for sale investment securities

     (7,053     (21,937

Purchases of held to maturity investment securities

     —         (1,480

Purchases of mortgage-backed securities available for sale

     —         (15,690

Proceeds from bank owned life insurance death benefit

     512       419  

Net increase in loans

     (24,922     (15,327

Capital expenditures

     (287     (137
  

 

 

   

 

 

 

Net cash used in investing activities

     (7,128     (16,614
  

 

 

   

 

 

 

 

6


Financing activities:

    

Net increase in deposits

     15,592       14,770  

Repayments of Federal Home Loan Bank advances

     (2,000     (3,167

Dividends paid to stockholders

     (1,632     (1,092

Repurchases of common stock

     —         (273

Proceeds from exercise of stock options

     186       255  

Net increase (decrease) in advances from borrowers for payment of insurance and taxes

     218       (37
  

 

 

   

 

 

 

Net cash provided by in financing activities

     12,364       10,456  
  

 

 

   

 

 

 

Net increase (decrease) in cash and cash equivalents

     10,576       (2,095

Cash and cash equivalents at beginning of period

     26,885       28,980  
  

 

 

   

 

 

 

Cash and cash equivalents at end of period

   $ 37,461     $ 26,885  
  

 

 

   

 

 

 

See accompanying notes to the consolidated financial statements.

 

7


UNITED COMMUNITY BANCORP AND SUBSIDIARIES

Notes to Consolidated Financial Statements

NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

United Community Bancorp, a federal corporation (“old United Community Bancorp”) completed its conversion from the mutual holding company form of organization to the stock holding company form on January 9, 2013. As a result of the conversion, United Community Bancorp, an Indiana corporation (“United Community Bancorp” or “Company”), became the holding company for United Community Bank (“Bank”), and United Community MHC and old United Community Bancorp, ceased to exist. As part of the conversion, all outstanding shares of old United Community Bancorp common stock (other than those owned by United Community MHC) were converted into the right to receive 0.6573 of a share of United Community Bancorp common stock resulting in 2,089,939 shares issued in the exchange without giving effect to cash distributed for fractional shares. In addition, a total of 3,060,058 shares of common stock were sold in the subscription and community offerings at the price of $8.00 per share, including 194,007 shares of common stock purchased by the ESOP. The completion of new United Community Bancorp’s public offering raised $24.4 million in gross proceeds, which after payment of $2.8 million in offering expenses, resulted in net proceeds of $21.6 million.

The information in this report as of or for periods prior to the conversion date of January 9, 2013 refers to old United Community Bancorp, except share and per share information which have been restated to give retroactive recognition to the conversion ratio of 0.6573.

The Company, through the Bank, operates in a single business segment providing traditional banking services through its office and branches in Southeastern Indiana. UCB Real Estate Management Holdings, LLC, a wholly-owned subsidiary of the Bank, was formed for the purpose of holding and operating real estate assets that are acquired by the Bank through, or in lieu of, foreclosure. UCB Financial Services, Inc., a wholly-owned subsidiary of the Bank manages a portion of the Bank’s municipal bond portfolio and collects commissions from a wealth management partner.

On March 11, 2018, the Company, United Community Bank, Civista Bancshares, Inc. (“Civista”) and Civista Bank entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which the Company will merge with and into Civista (the “Merger”). Immediately following the Merger, United Community Bank will merge with and into Civista Bank.

Under the terms of the Merger Agreement, each outstanding share of the Company’s common stock will be converted into the right to receive 1.027 shares of Civista’s common stock and $2.54 in cash. At the effective time of the Merger, each share of unvested Company common stock will fully vest and will be converted into the right to receive the merger consideration. In addition, at the effective time of the Merger, each option to acquire shares of the Company’s common stock will automatically vest and be cancelled and converted into the right to receive in cash from United Community Bank the amount by which the sum of $2.54 and the “effective time value” per share exceeds the exercise or strike price of such stock option, subject to receipt of Civista of executed stock option surrender agreements in a form acceptable to Civista and United Community. If the exercise price of a stock option equals or exceeds the sum of $2.54 and the effective time value, such stock option will be cancelled without any payment in exchange.

United Community will be entitled to deduct and withhold from any amounts payable in respect of any United Community stock option all such amounts as United Community is required to deduct and withhold under the Code or any provisions of state, local, or foreign tax law. “Effective time value” means the product of (A) the average of the per share closing price of a Civista common share on the Nasdaq Capital Market during the five (5) consecutive full trading days ending on the trading day prior to the effective time of the Merger and (B) the exchange ratio. The transaction is expected to close in September, 2018, subject to the satisfaction of customary closing conditions. All required regulatory and shareholder approvals have been obtained.

The Company evaluates events and transactions occurring subsequent to the date of the financial statements for matters requiring recognition or disclosure in the financial statements.

Subsequent to June 30, 2018, in anticipation of the pending merger with Civista Bancshares, investment securities were sold with resulting sales proceeds of approximately $103.8 million at a total net loss of approximately $3.1 million.

PRINCIPLES OF CONSOLIDATION – The consolidated financial statements include the accounts of the Company, the Bank, and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated.

 

8


USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS – The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). In preparing consolidated financial statements in accordance with GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates and assumptions in the Company’s financial statements are recorded in the allowances for loan and deferred income taxes. Actual results could differ significantly from those estimates.

CASH AND CASH EQUIVALENTS – For purposes of reporting cash flows, cash and cash equivalents include cash and interest-bearing deposits in other financial institutions with original maturities of less than ninety days.

INVESTMENT SECURITIES – Investment and mortgage-backed securities are classified upon acquisition into one of three categories: held to maturity, trading, and available for sale, in accordance with FASB Accounting Standards Codification (ASC) Topic 320, Investments. Debt securities that the Bank has the positive intent and ability to hold to maturity are classified as held to maturity securities and reported at amortized cost. Debt and equity securities that are bought and held principally for the purpose of selling in the near-term are classified as trading securities and reported at fair value, with unrealized gains and losses included in earnings. The Bank had no trading securities at June 30, 2018 or 2017. Debt and equity securities not classified as either held to maturity securities or trading securities are classified as available for sale securities and reported at fair value, with unrealized gains or losses excluded from earnings and reported as a separate component of stockholders’ equity, net of deferred taxes.

Interest income on securities is recorded net of applicable premium amortization or discount accretion. Generally, premiums on municipal bonds are amortized to the call date if a call is expected based upon the prevailing level of market interest rates. Discounts on municipal bonds are accreted to the maturity date unless a call is expected based upon the prevailing level of market interest rates.

Generally, premiums and discounts on mortgage-backed securities, collateralized mortgage obligations, and other securities with embedded call options are amortized or accreted as an adjustment to interest income based on the expected average life of the security using the interest method.

Gains and losses realized on the sale of investment securities are accounted for on the trade date using the specific identification method.

LOANS RECEIVABLE – Loans receivable that management has the intent and ability to hold until maturity or payoff are reported at their outstanding unpaid principal balances reduced by any charge-offs or specific valuation allocations and net of any deferred fees or costs on originated loans, or unamortized premiums or discounts on purchased loans. Interest on loans is calculated by using the simple interest method on daily balances of the principal amount outstanding. Loans held for sale are recorded at lower of cost or market, determined in the aggregate. Loans are designated for sale as a part of the Bank’s asset/liability management strategy. Market value is determined based on expected volatility in interest rates and the anticipated holding period before the loan is sold. Due to the holding period being short term, the market value and cost of the loans are approximately the same. The Bank had $501,000 and $1.0 million in loans held for sale at June 30, 2018 and 2017, respectively.

The Bank defers all loan origination fees, net of certain direct loan origination costs, and amortizes them over the contractual life of the loan as an adjustment of yield in accordance with ASC 310-20, Receivables – Nonrefundable Fees and Other Costs.

The Bank retains the servicing on loans sold and agrees to remit to the investor loan principal and interest at agreed-upon rates. These rates can differ from the loan’s contractual interest rate resulting in a “yield differential.” In addition to previously deferred loan origination fees and cash gains, gains on the sale of loans can represent the present value of the future yield differential less normal servicing fees, capitalized over the estimated life of the loans sold. Normal servicing fees are determined by reference to the stipulated minimum servicing fee set forth by the government agencies to which the loans are sold. Such servicing fees are amortized to operations over the life of the loans using the interest method. If prepayments are higher than expected, an immediate charge to operations is made. If prepayments are lower than original estimates, then the related adjustments are made prospectively.

The mortgage servicing right asset is measured at fair value at each reporting date with changes in the fair value of the servicing asset recorded in earnings in the period in which the changes occur. For purposes of measuring fair value, loans with similar characteristics are pooled together and evaluated on a discounted earnings basis to determine the present value of future earnings that a purchaser could expect to realize. Earnings are projected from a variety of sources including loan servicing fees, interest earned on float, net interest earned on escrows and costs to service the loans. The present value of future earnings is the estimated market value for the pool based upon assumptions that a third-party purchaser would utilize in evaluating the potential acquisition of the servicing rights.

 

9


The allowance for loan and lease losses is increased by charges to income and decreased by charge-offs (net of recoveries).

Management’s evaluation, which occurs no less than quarterly, of the adequacy of the allowance is based on the Bank’s past loan loss experience, known and inherent losses such as amount of loan, type of loan, concentrations, adverse situations that may affect the borrower’s ability to repay, the estimated value of any underlying collateral, present value of expected future cash flows to support the loan, and current economic conditions. In addition, various regulatory agencies, as an integral part of their examination process, periodically review the Bank’s allowance for loan losses. Such agencies may require the Bank to recognize additions to the allowance based on judgments different from those of management.

Although Management uses the best information available to make these estimates, future adjustments to the allowance may be necessary due to economic, operating, regulatory and other conditions that may be beyond the Bank’s control.

The Bank’s internal asset review committee reviews each loan with three or more delinquent payments, and each loan ninety days or more past due as to principal or interest and decides whether the circumstances involved give reason to place the loan on nonaccrual status. The Board of Directors reviews this information as determined by the internal asset review committee each month. While a loan is classified as nonaccrual, cash receipts are applied in accordance with its contractual terms unless full payment of principal is not expected, in which case cash receipts, whether designated as principal or interest, are applied as a reduction in the carrying value of the loan. A nonaccrual loan is generally returned to accrual status when payments are current, full collectability of principal and interest is reasonably assured and a consistent record of performance has been demonstrated. Interest income is then generally recognized on a cash basis.

A loan is defined as impaired when, based on current information and events, it is probable that a creditor will be unable to collect all amounts due according to the contractual terms of the loan agreement. The Bank considers its investment in one- to four-family residential loans and consumer installment loans to be homogeneous and therefore excluded from separate identification for evaluation of impairment. With respect to the Bank’s investment in multi-family and nonresidential loans, such loans are determined to be cash flow dependent or collateral dependent. Collateral dependent loans, as a practical expedient, are carried at the lower of cost or fair value based upon the most recent real estate appraisals. Cash flow dependent loans are carried at lower of cost or fair value based on the present value of expected future cash flows. Loans which are more than ninety days delinquent and are considered to constitute more than a minimum delay in repayment are evaluated for impairment at that time. It is the Bank’s policy to charge off unsecured credits that are one hundred and twenty days or more delinquent.

From time to time, as part of our loss mitigation strategy, loans may be renegotiated in a troubled debt restructuring (“TDR”) when we determine that greater economic value will ultimately be recovered under the new terms than through foreclosure, liquidation, or bankruptcy. We may consider the borrower’s payment status and history, the borrower’s ability to pay upon a rate reset on an adjustable rate mortgage, size of the payment increase upon a rate reset, period of time remaining prior to the rate reset, and other relevant factors in determining whether a borrower is experiencing financial difficulty. TDRs are accounted for as set forth in ASC 310, Receivables. A TDR may be on nonaccrual or it may accrue interest. A TDR is typically on nonaccrual until the borrower successfully performs under the new terms for six consecutive months. However, a TDR may be placed on accrual immediately following the restructuring in those instances where a borrower’s payments are current prior to the modification and management determines that principal under the new terms is fully collectible.

Existing performing loan customers who request a loan modification (“non-TDR”) and who meet the Bank’s underwriting standards may, usually for a fee, modify their original loan terms to terms currently offered. The modified terms of these loans are similar to the terms offered to new customers. The fee assessed for modifying the loan is deferred and amortized over the life of the modified loan using the level-yield method and is reflected as an adjustment to interest income. Each modification is examined on a loan-by-loan basis and if the modification of terms represents more than a minor change to the loan, then the unamortized balance of the pre-modification deferred fees or costs associated with the mortgage loan are recognized in interest income at the time of the modification. If the modification of terms does not represent more than a minor change to the loan, then the unamortized balance of the pre-modification deferred fees or costs continue to be deferred.

CONCENTRATION OF CREDIT RISK – The Bank has residential and commercial loans to customers in local counties in Southeastern Indiana, Northern Kentucky, and Southwestern Ohio. Although the Bank has a diversified loan portfolio, the ability of a substantial portion of its debtors to honor their contracts is dependent upon the local economy. Management maintains deposit accounts with financial institutions in excess of federal deposit insurance limits. The Company has not experienced any losses in such accounts and evaluates the financial condition of the counterparties on a quarterly basis. The Company believes it is not exposed to any significant credit risk on cash and cash equivalents.

 

10


OTHER REAL ESTATE OWNED – Real estate properties acquired through, or in lieu of, foreclosure are initially recorded at the lower of cost or fair value, with fair value based on the value of the underlying collateral at the date of foreclosure, and are transferred to the Bank’s wholly-owned subsidiary, UCB Real Estate Management Holdings, LLC. Holding costs, including losses from operations, are expensed when incurred. Valuations are periodically performed, and an allowance for losses is established by a charge to operations if the carrying value of a property exceeds its estimated net realizable value.

PROPERTY AND EQUIPMENT – Property and equipment is carried at cost. Depreciation is provided on the straight-line method over the estimated useful lives of the assets. The estimated useful lives are as follows:

 

Land improvements

     7 - 15 years  

Buildings

     15 - 39 years  

Furniture and equipment

     3 - 10 years  

Significant renewals and betterments are charged to the property and equipment account. Maintenance and repairs are charged to operations in the period incurred.

INCOME TAXES – The Company accounts for income taxes in accordance with ASC 740-10-50. Pursuant to the provisions of ASC 740-10-50, a deferred tax liability or deferred tax asset is computed by applying the current statutory tax rates to net taxable or deductible differences between the tax basis of an asset or liability and its reported amount in the consolidated financial statements that will result in taxable or deductible amounts in future periods. Deferred tax assets are recorded only to the extent that the amount of net deductible or taxable temporary differences or carry forward attributes may be utilized against current period earnings, carried back against prior years’ earnings, offset against taxable temporary differences reversing in future periods, or utilized to the extent of management’s estimate of future taxable income. A valuation allowance is provided for deferred tax assets to the extent that the value of net deductible temporary differences and carry forward attributes exceeds management’s estimates of taxes payable on future taxable income. Deferred tax liabilities are provided on the total amount of net temporary differences taxable in the future. The Company applies a more likely than not recognition threshold for all tax uncertainties.

The Company’s principal temporary differences between pretax financial income and taxable income result primarily from timing differences for certain components of compensation and post-retirement expense, book and tax bad debt deductions, depreciation and amortization of goodwill and other intangible assets.

The determination of current and deferred income taxes is an accounting estimate which is based on the analyses of many factors including interpretation of federal and state income tax laws, the evaluation of uncertain tax positions, differences between the tax and financial reporting basis of assets and liabilities (temporary differences), estimates of amounts due or owed such as the timing of reversal of temporary differences and current financial accounting standards. Actual results could differ from the estimates and tax law interpretations used in determining the current and deferred income tax liabilities.

EMPLOYEE STOCK OWNERSHIP PLAN – The Company accounts for the United Community Bank Employee Stock Ownership Plan (“ESOP”) in accordance with ASC 718-40, Compensation – Stock Compensation – Employee Stock Ownership Plans. ESOP shares pledged as collateral are reported as unearned ESOP shares in stockholders’ equity. As shares are committed to be released from collateral, the Bank will record compensation expense equal to the current market price of the shares. To the extent that the fair value of the ESOP shares differs from the cost of such shares, the difference is recorded to stockholders’ equity as an adjustment to capital. Additionally, the shares become outstanding for basic net income per share computations.

STOCK-BASED COMPENSATION – The Company applies the provisions of ASC 718, Compensation – Stock Compensation, which requires the Company to measure the cost of employee services received in exchange for awards of equity instruments and to recognize this cost in the financial statements over the period during which the employee is required to provide such services. The Company has elected to recognize compensation cost associated with its outstanding stock-based compensation awards with graded vesting on a straight-line basis pursuant to ASC 718. The expense is calculated for stock options at the date of grant using the Black-Scholes option pricing model. The expense associated with restricted stock awards is calculated based upon the value of the common stock on the date of grant.

 

11


EARNINGS PER SHARE – Non-vested shares with non-forfeitable dividend rights are considered participating securities and, thus, subject to the two-class method pursuant to ASC 260, Earnings per Share, when computing basic and diluted earnings per share. The Company’s restricted share awards contain non-forfeitable dividend rights but do not contractually obligate the holders to share in the losses of the Company. Accordingly, during periods of net income, unvested restricted shares are included in the determination of both basic and diluted EPS. During periods of net loss, these shares are excluded from both basic and diluted EPS.

Basic earnings per share (“EPS”) is based on the weighted average number of common shares and unvested restricted shares outstanding, adjusted for ESOP shares not yet committed to be released. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock, such as outstanding stock options, were exercised or converted into common stock or resulted in the issuance of common stock. Diluted EPS is calculated by adjusting the weighted average number of shares of common stock outstanding to include the effects of contracts or securities exercisable or which could be converted into common stock, if dilutive, using the treasury stock method.

The following is a reconciliation of the basic and diluted weighted average number of common shares outstanding:

 

     June 30,  
     2018      2017  

Basic weighted average outstanding shares

     4,077,019        4,042,537  

Effect of dilutive stock options

     60,285        44,125  
  

 

 

    

 

 

 

Diluted weighted average outstanding shares

     4,137,304        4,086,662  
  

 

 

    

 

 

 

COMPREHENSIVE INCOME – The Company presents in the consolidated statement of comprehensive income (loss) those amounts from transactions and other events which currently are excluded from the consolidated statement of income and are recorded directly to stockholders’ equity.

GOODWILL – In June 2010, the Company acquired three branches from Integra Bank National Association (“Integra”), which was accounted for under the purchase method of accounting. Under the purchase method, the Company is required to allocate the cost of an acquired company to the assets acquired, including identified intangible assets, and liabilities assumed based on their estimated fair values at the date of acquisition. The excess cost over the value of net assets acquired represents goodwill, which is not subject to amortization.

Goodwill arising from business combinations represents the value attributable to unidentifiable intangible elements in the business acquired. Goodwill recorded by the Company in connection with its acquisition relates to the inherent value in the business acquired and this value is dependent upon the Company’s ability to provide quality, cost-effective services in a competitive market place. As such, goodwill value is supported ultimately by revenue that is driven by the volume of business transacted. A decline in earnings as a result of a lack of growth or the inability to deliver cost-effective services over sustained periods can lead to impairment of goodwill that could adversely impact earnings in future periods.

Goodwill is not amortized but is tested for impairment when indicators of impairment exist, or at least annually, to determine the reasonableness of the recorded amount. During the year ended June 30, 2013, the Company adopted the provisions of FASB ASC 2011-08, Intangibles – Goodwill and Other (Topic 350), which provides the option to first qualitatively assess whether current events or changes in circumstances lead to a determination that it is more likely than not (defined as a likelihood of more than 50 percent) that the fair value of the reporting unit is less than its carrying amount. Absent such determination, the Company does not need to apply the traditional two-step goodwill impairment test. If the Company does need to proceed to the two-step goodwill impairment test, an impairment loss is recognized in earnings only when the carrying amount of goodwill is less than its implied fair value.

For the years ended June 30, 2018, and 2017, no Goodwill impairment charges were determined to be warranted.

FAIR VALUE OF FINANCIAL INSTRUMENTS – ASC 820, Fair Value Measurements and Disclosures, requires disclosure of the fair value of financial instruments, both assets and liabilities, whether or not recognized in the consolidated balance sheet, for which it is practicable to estimate the value. For financial instruments where quoted market prices are not available, fair values are estimated using present value or other valuation methods.

 

12


The following methods and assumptions are used in estimating the fair values of financial instruments:

Cash and cash equivalents

The carrying values presented in the consolidated statements of position approximate fair value.

Investments and mortgage-backed securities

For investment securities (debt instruments) and mortgage-backed securities, fair values are based on quoted market prices, where available. If a quoted market price is not available, fair value is estimated using quoted market prices of comparable instruments.

Loans receivable

The fair value of the loan portfolio is estimated by evaluating homogeneous categories of loans with similar financial characteristics. Loans are segregated by types, such as residential mortgage, commercial real estate, and consumer. Each loan category is further segmented into fixed and adjustable-rate interest, terms, and by performing and non-performing categories. The fair value of performing loans, except residential mortgage loans, is calculated by discounting contractual cash flows using estimated market discount rates which reflect the credit and interest rate risk inherent in the loan. For performing residential mortgage loans, fair value is estimated by discounting contractual cash flows adjusted for prepayment estimates using discount rates based on secondary market sources. The fair value for significant non-performing loans is based on recent internal or external appraisals. Assumptions regarding credit risk, cash flow, and discount rates are judgmentally determined by using available market information.

Federal Home Loan Bank stock

The Bank is a member of the Federal Home Loan Bank system and is required to maintain an investment based upon a pre-determined formula. The carrying values presented in the consolidated statements of position approximate fair value.

Deposits

The fair values of passbook accounts, interest-bearing checking accounts, noninterest-bearing accounts, and money market savings and demand deposits approximate their carrying values. The fair values of fixed maturity certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently offered for deposits of similar maturities.

Advance from Federal Home Loan Bank

The fair value is calculated using rates available to the Company on advances with similar terms and remaining maturities.

Off-balance sheet items

Carrying value is a reasonable estimate of fair value. These instruments are generally variable rate or short-term in nature, with minimal fees charged.

ADVERTISING – The Company expenses advertising costs as incurred. Advertising costs consist primarily of television, radio, newspaper and billboard advertising.

EFFECT OF RECENT ACCOUNTING PRONOUNCEMENTS

Accounting Standards Update 2018-02 was issued in February 2018 and allows for the reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act. The Company has early adopted this amendment and the $223,000 reclassification is reflected in the consolidated financial statements.

ASU 2018-10, Codification Improvements to Topic 842, Leases, represents changes to clarify, correct errors in, or make minor improvements to the Codification. The amendments in this ASU affect the amendments in ASU 2016-02, which are not yet effective, but for which early adoption upon issuance is permitted. For entities that early adopted Topic 842, the amendments are effective upon issuance of this ASU, and the transition requirements are the same as those in Topic 842. For entities that have not adopted Topic 842, the effective date and transition requirements will be the same as the effective date and transition requirements in Topic 842. This Update is not expected to have a significant impact on the Company’s financial statements.

 

13


In June 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718), which simplified the accounting for nonemployee share-based payment transactions. The amendments in this update expand the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The amendments in this Update improve the following areas of nonemployee share-based payment accounting; (a) the overall measurement objective, (b) the measurement date, (c) awards with performance conditions, (d) classification reassessment of certain equity-classified awards, (e) calculated value (nonpublic entities only), and (f) intrinsic value (nonpublic entities only). The amendments in this Update are effective for public business entities for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. This Update is not expected to have a significant impact on the Company’s financial statements.

In February 2018, the FASB issued ASU 2018-03, Technical Corrections and Improvements to Financial Instruments—Overall (Subtopic 825-10), to clarify certain aspects of the guidance issued in ASU 2016-01.    (1) An entity measuring an equity security using the measurement alternative may change its measurement approach to a fair value method in accordance with Topic 820, Fair Value Measurement, through an irrevocable election that would apply to that security and all identical or similar investments of the same issuer. Once an entity makes this election, the entity should measure all future purchases of identical or similar investments of the same issuer using a fair value method in accordance with Topic 820. (2) Adjustments made under the measurement alternative are intended to reflect the fair value of the security as of the date that the observable transaction for a similar security took place. (3) Remeasuring the entire value of forward contracts and purchased options is required when observable transactions occur on the underlying equity securities. (4) When the fair value option is elected for a financial liability, the guidance in paragraph 825-10- 45-5 should be applied, regardless of whether the fair value option was elected under either Subtopic 815-15, Derivatives and Hedging—Embedded Derivatives, or 825-10, Financial Instruments—Overall. (5) Financial liabilities for which the fair value option is elected, the amount of change in fair value that relates to the instrument specific credit risk should first be measured in the currency of denomination when presented separately from the total change in fair value of the financial liability. Then, both components of the change in the fair value of the liability should be remeasured into the functional currency of the reporting entity using end-of-period spot rates. (6) The prospective transition approach for equity securities without a readily determinable fair value in the amendments in Update 2016-01 is meant only for instances in which the measurement alternative is applied. For public business entities, such as the Company, the amendments in this Update are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years beginning after June 15, 2018. Public business entities with fiscal years beginning between December 15, 2017, and June 15, 2018, are not required to adopt these amendments until the interim period beginning after June 15, 2018, and public business entities with fiscal years beginning between June 15, 2018, and December 15, 2018, are not required to adopt these amendments before adopting the amendments in Update 2016-01. All entities may early adopt these amendments for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, as long as they have adopted Update 2016-01. This Update is not expected to have a significant impact on the Company’s financial statements.

In January 2018, the FASB issued ASU 2018-01, Leases (Topic 842), which provides an optional transition practical expedient to not evaluate under Topic 842 existing or expired land easements that were not previously accounted for as leases under the current lease guidance in Topic 840. An entity that elects this practical expedient should evaluate new or modified land easements under Topic 842 beginning at the date the entity adopts Topic 842; otherwise, an entity should evaluate all existing or expired land easements in connection with the adoption of the new lease requirements in Topic 842 to assess whether they meet the definition of a lease. The effective date and transition requirements for the amendments are the same as the effective date and transition requirements in ASU 2016-02. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s financial position or results of operations.

In March 2017, the FASB issued ASU 2017-08, Receivables – Nonrefundable Fees and Other Costs (Subtopic 310-20). The amendments in this Update shorten the amortization period for certain callable debt securities held at a premium. Specifically, the amendments require the premium to be amortized to the earliest call date. The amendments do not require an accounting change for securities held at a discount; the discount continues to be amortized to maturity. For public business entities, such as the Company, the amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. An entity should apply the amendments in this Update on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. Additionally, in the period of adoption, an entity should provide disclosures about a change in accounting principle. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s financial position or results of operations.

 

14


In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment. To simplify the subsequent measurement of goodwill, the FASB eliminated Step 2 from the goodwill impairment test. In computing the implied fair value of goodwill under Step 2, an entity had to perform procedures to determine the fair value at the impairment testing date of its assets and liabilities (including unrecognized assets and liabilities) following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Instead, under the amendments in this Update, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. A public business entity that is a U.S. Securities and Exchange Commission (“SEC”) filer, such as the Company, should adopt the amendments in this Update for its annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s financial position or results of operations.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses: Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which changes the impairment model for most financial assets. This ASU is intended to improve financial reporting by requiring timelier recording of credit losses on loans and other financial instruments held by financial institutions and other organizations. The underlying premise of ASU 2016-13 is that financial assets measured at amortized cost should be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The allowance for credit losses should reflect management’s current estimate of credit losses that are expected to occur over the remaining life of a financial asset. The income statement will be effected for the measurement of credit losses for newly recognized financial assets, as well as the expected increases or decreases of expected credit losses that have taken place during the period. ASU 2016-13 is effective for annual and interim periods beginning after December 15, 2019, and early adoption is permitted for annual and interim periods beginning after December 15, 2018. We expect to recognize a one-time cumulative effect adjustment to the allowance for loan losses as of the beginning of the first reporting period in which the new standard is effective, but cannot yet determine the magnitude of any such one-time adjustment or the overall impact of the new guidance on the Company’s consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The standard in this Update requires lessees to recognize the assets and liabilities that arise from leases on the balance sheet. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. A short-term lease is defined as one in which: (a) the lease term is 12 months or less, and (b) there is not an option to purchase the underlying asset that the lessee is reasonably certain to exercise. For short-term leases, lessees may elect to recognize lease payments over the lease term on a straight-line basis. For public business entities, such as the Company, the amendments in this Update are effective for fiscal years beginning after December 15, 2018, and interim periods within those years. The amendments should be applied at the beginning of the earliest period presented using a modified retrospective approach with earlier application permitted as of the beginning of an interim or annual reporting period. The Company is currently assessing the practical expedients it may elect at adoption, but does not anticipate the amendments will have a significant impact to the financial statements.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (a new revenue recognition standard). The Update’s core principle is that a company will recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, this Update specifies the accounting for certain costs to obtain or fulfill a contract with a customer and expands disclosure requirements for revenue recognition. This Update is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. However, in August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606) to defer the effective date of ASU 2014-09 for all entities by one year. Public business entities, certain not-for-profit entities, and certain employee benefit plans should apply the guidance in ASU 2014-09 to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. All other entities should apply the guidance in ASU 2014-09 to annual reporting periods beginning after December 15, 2018, and interim reporting periods within annual reporting periods beginning after December 15, 2019. Because the guidance does not apply to revenue associated with financial instruments, including loans and securities, we do not expect the new standard, or any of the amendments, to result in a material change from our current accounting for revenue because the majority of the Company’s financial instruments are not within the scope of Topic 606. However, we do expect that the standard will result in new disclosure requirements, which are currently being evaluated.

 

15


NOTE 2 – INVESTMENT AND MORTGAGE-BACKED SECURITIES

Investment securities available for sale at June 30, 2018 consist of the following:

 

     Amortized
Cost
     Gross
Unrealized
Gains
     Gross
Unrealized
Losses
     Estimated
Market
Value
 
            (In thousands)         

Mortgage-backed securities

   $ 54,426      $ —        $ 2,073      $ 52,353  

Municipal Bonds

     35,753        181        729        35,205  

Small Business Admin

     8,831        —          224        8,607  

Collateralized Mortgage Obligations

     28,704        —          1,185        27,519  

Certificates of Deposit

     2,723        —          —          2,723  

Other Equity Securities

     210        1        —          211  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $  130,647      $ 182      $ 4,211      $ 126,618  
  

 

 

    

 

 

    

 

 

    

 

 

 

Investment securities held to maturity at June 30, 2018 consist of the following:

 

     Amortized
Cost
     Gross
Unrealized
Gains
     Gross
Unrealized
Losses
     Estimated
Market
Value
 
            (In thousands)         

Municipal bonds

   $  41,586      $ 236      $  171      $ 41,651  
  

 

 

    

 

 

    

 

 

    

 

 

 

Investment securities available for sale at June 30, 2017 consist of the following:

 

     Amortized
Cost
     Gross
Unrealized
Gains
     Gross
Unrealized
Losses
     Estimated
Market
Value
 
            (In thousands)         

Mortgage-backed securities

   $ 69,335      $ 83      $ 1,044      $ 68,374  

Municipal Bonds

     36,990        548        597        36,941  

Small Business Admin

     9,799        —          56        9,743  

Collateralized Mortgage Obligations

     29,664        1        360        29,305  

Certificates of Deposit

     2,971        29        —          3,000  

Other Equity Securities

     210        —          11        199  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $  148,969      $ 661      $ 2,068      $ 147,562  
  

 

 

    

 

 

    

 

 

    

 

 

 

Investment securities held to maturity at June 30, 2017 consist of the following:

 

     Amortized
Cost
     Gross
Unrealized
Gains
     Gross
Unrealized
Losses
     Estimated
Market
Value
 
            (In thousands)         

Municipal bonds

   $  41,954      $ 792      $  35      $ 42,711  
  

 

 

    

 

 

    

 

 

    

 

 

 

Gross proceeds on the sale of investment and mortgage-backed securities were approximately $596,000 and $18,022,000 for the years ended June 30, 2018 and 2017, respectively. Gross realized gains for the years ended June 30, 2018 and 2017 were approximately $9,000 and $110,000, respectively. Gross realized losses for the years ended June 30, 2018 and 2017 were approximately $0 and $31,000, respectively.

 

16


The amount of investment securities pledged as security for advances from the FHLB totaled $22.8 million and $29.9 million as of June 30, 2018 and 2017, respectively. There were no pledged securities for municipal deposits as of June 30, 2018 and June 30, 2017. The Bank was notified on August 1, 2018 that it would not be required to pledge securities for municipal deposits during the September 2018 quarter.

The mortgage-backed securities, municipal bonds, small business admin, collateralized mortgage obligations, certificates of deposit, and U.S. government agency bonds available for sale have the following maturities at June 30, 2018:

 

     Amortized
cost
     Estimated
market value
 
     (In thousands)  

Due or callable in one year or less

   $ 1,847      $ 1,846  

Due or callable in 1 - 5 years

     76,312        74,196  

Due or callable in 5 - 10 years

     32,352        31,082  

Due or callable in greater than 10 years

     19,926        19,283  
  

 

 

    

 

 

 

Total debt securities

   $  130,437      $  126,407  
  

 

 

    

 

 

 

The Company held $41,586,000 and $41,954,000 in investment securities that are being held to maturity at June 30, 2018 and 2017, respectively. The investment securities held to maturity have annual returns of principal and will be fully matured between fiscal years 2019 and 2036.

The expected returns of principal of investments held to maturity are as follows as of June 30, 2018 (in thousands):

 

2019

   $ 105  

2020

     135  

2021

     370  

2022

     2,817  

2023

     1,293  

Thereafter

     36,866  
  

 

 

 
   $ 41,586  
  

 

 

 

The table below indicates the length of time individual investment securities and mortgage-backed securities have been in a continuous loss position at June 30, 2018 and 2017:

 

     Less than 12 Months      12 Months or Longer      Total  
     Fair
Value
     Unrealized
Losses
     Fair
Value
     Unrealized
Losses
     Fair
Value
     Unrealized
Losses
 
                   (Dollars in thousands)                

June 30, 2018

                 

Municipal Bonds

   $ 29,635      $ 253      $ 12,801      $ 647      $ 42,436      $ 900  

Mortgage-backed securities

     16,632        380        35,721        1,693        52,353        2,073  

Small Business Admin

     4,835        145        3,772        79        8,607        224  

Collateralized Mortgage Obligations

     13,738        590        13,781        595        27,519        1,185  

Other equity securities

     —          —          —          —          —          —    
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
   $ 64,840      $ 1,368      $ 66,075      $ 3,014      $ 130,915      $ 4,382  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Number of investments

     93           58           151     

June 30, 2017

                 

Municipal Bonds

   $ 19,230      $ 632      $ —        $ —        $ 19,230      $ 632  

Mortgage-backed securities

     38,566        812        13,223        232        51,789        1,044  

Small Business Admin

     9,743        56        —          —          9,743        56  

Collateralized Mortgage Obligations

     28,129        360        —          —          28,129        360  

Other equity securities

     —          —          199        11        199        11  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
   $ 95,668      $ 1,860      $ 13,422      $ 243      $ 109,090      $ 2,103  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Number of investments

     73           7           80     

 

17


Securities available for sale are reviewed for possible other-than-temporary impairment on a quarterly basis. During this review, management considers the severity and duration of the unrealized losses as well as its intent and ability to hold the securities until recovery, taking into account balance sheet management strategies and its market view and outlook. Management also assesses the nature of the unrealized losses, taking into consideration factors such as changes in risk-free interest rates, general credit spread widening, market supply and demand, creditworthiness of the issuer or any credit enhancement providers, and the quality of the underlying collateral. Management does not intend to sell these securities in the foreseeable future and does not believe that it is more likely than not that the Bank will be required to sell a security in an unrealized loss position prior to a recovery in its value. The decline in market value is due to changes in market interest rates. The fair values are expected to recover as the securities approach maturity dates.

The detail of interest and dividends on investment securities is as follows:

 

     For the year ended
June 30,
 
     2018      2017  
     (In thousands)  

Taxable interest income

   $ 2,482      $ 2,195  

Nontaxable interest income

     2,054        2,012  

Dividends

     180        157  
  

 

 

    

 

 

 

Total

   $ 4,716      $ 4,364  
  

 

 

    

 

 

 

Mortgage-backed securities available for sale at June 30, 2018 consist of the following:

 

     Amortized
Cost
     Gross
Unrealized
Gains
     Gross
Unrealized
Losses
     Estimated
Market
Value
 
            (In thousands)         

FNMA

   $ 46,888      $ —        $ 1,913      $ 44,975  

FHLMC

     1,436        —          67        1,369  

GNMA

     6,102        —          93        6,009  
  

 

 

    

 

 

    

 

 

    

 

 

 
   $ 54,426      $ —        $ 2,073      $ 52,353  
  

 

 

    

 

 

    

 

 

    

 

 

 

Mortgage-backed securities available for sale at June 30, 2017 consist of the following:

 

     Amortized
Cost
     Gross
Unrealized
Gains
     Gross
Unrealized
Losses
     Estimated
Market
Value
 
            (In thousands)         

FNMA

   $ 58,855      $ 66      $ 964      $ 57,957  

FHLMC

     1,861        —          43        1,818  

GNMA

     8,619        17        37        8,599  
  

 

 

    

 

 

    

 

 

    

 

 

 
   $ 69,335      $ 83      $ 1,044      $ 68,374  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

18


NOTE 3 – FINANCING RECEIVABLES

Financing receivables consist of the following:

 

     At June 30,  
     2018      2017  
     (In thousands)  

Residential real estate

     

One- to four-family

   $ 151,456      $ 144,334  

Multi-family

     14,489        15,401  

Construction

     10,483        5,145  

Non-Residential real estate – commercial and office buildings

     80,694        74,791  

Agricultural

     3,053        3,874  

Land

     4,145        3,026  

Commercial

     13,600        5,383  

Consumer

     32,070        33,633  
  

 

 

    

 

 

 
     309,990      285,587  

Less:

     

Allowance for losses

     3,915        4,294  

Deferred loan costs, net

     (1,327      (1,184
  

 

 

    

 

 

 
     $307,402      $282,477  
  

 

 

    

 

 

 

As of June 30, 2018, and 2017, the Company was servicing loans for the benefit of others in the amount of $83,039,000 and $81,430,000, respectively. The Company recognized $274,000 and $644,000 of pre-tax gains on sale of loans during the years ended June 30, 2018 and 2017, respectively. The carrying value of mortgage servicing rights approximated $875,000 and $766,000 as of June 30, 2018 and 2017, respectively. No impairment has been identified on the mortgage servicing assets and correspondingly, no valuation allowance has been recognized as of June 30, 2018 and 2017. The total changes in fair value recognized in the consolidated statements of income was an increase of approximately $25,000 for the year ended June 30, 2018 and a decrease of approximately $70,000 for the year ended June 30, 2017.

The Company sells loans in the secondary market. Proceeds from the sales of mortgage loans totaled $11,278,000 and $24,125,000 during the years ended June 30, 2018 and 2017, respectively. The Company had $501,000 and $1,005,000 in one- to four-family fixed rate loans designated as held for sale at June 30, 2018 and 2017, respectively. It is generally management’s intention to hold all other loans originated to maturity or earlier repayment.

The following table provides information with respect to nonaccrual loans.

 

     At June 30,  
     2018      2017  
     (In thousands)  

Nonaccrual loans:

     

One- to four-family – owner occupied

   $ 50      $ 377  

One- to four-family – non-owner occupied

     116        235  

Multi-family residential real estate

     —          —    

Non-Residential real estate – commercial and office buildings

     —          —    

Land

     3        594  

Consumer

     175        370  

Commercial

     —          —    

Restructured nonaccrual loans:

     

One- to four-family – owner occupied

   $ 184      $ 213  

One- to four-family – non-owner occupied

     —          —    

Multi-family residential real estate

     —          —    

Non-Residential real estate – commercial and office buildings

     —          1,136  
  

 

 

    

 

 

 

Total nonperforming loans

   $    528      $ 2,925  
  

 

 

    

 

 

 

Number of nonaccrual loans

     15        28  

 

19


From time to time, as part of the loss mitigation process, loans may be renegotiated in a TDR when we determine that greater economic value will ultimately be recovered under the new terms than through foreclosure, liquidation, or bankruptcy. Management may consider the borrower’s payment status and history, the borrower’s ability to pay upon a rate reset on an adjustable-rate mortgage, size of the payment increase upon a rate reset, period of time remaining prior to the rate reset, and other relevant factors in determining whether a borrower is experiencing financial difficulty. TDRs are considered to be nonperforming until they have been performing under the new terms for at least six consecutive months. TDRs are accounted for as set forth in ASC 310 Receivables (“ASC 310”). A TDR may be on nonaccrual or it may accrue interest. A TDR is typically on nonaccrual until the borrower successfully performs under the new terms for six consecutive months.

Existing performing loan customers who request a loan modification (non-TDR) and who meet the Bank’s underwriting standards may, usually for a fee, modify their original loan terms to terms currently offered. The modified terms of these loans are similar to the terms offered to new customers. The fee assessed for modifying the loan is deferred and amortized over the life of the modified loan using the level-yield method and is reflected as an adjustment to interest income. Each modification is examined on a loan-by-loan basis and if the modification of terms represents more than a minor change to the loan, then the unamortized balance of the pre-modification deferred fees or costs associated with the mortgage loan are recognized in interest income at the time of the modification. If the modification of terms does not represent more than a minor change to the loan, then the unamortized balance of the pre-modification deferred fees or costs continue to be deferred.

During the third quarter of the fiscal year ended June 30, 2011, Management began restructuring loans into a Note A/Note B format. Upon performing a global analysis of the relationship with the borrower, the terms of Note A were calculated using current financial information to determine the amount of payment at which the borrower would have had a debt service coverage ratio of 1.5x or better. That payment was calculated based upon a 20 to 30 year amortization period, and then was fixed for two years, with the loan maturing at the end of the two years. The amount for Note B is the difference of Note A and the original amount to be refinanced, plus reasonable closing costs. It was given the same interest rate and balloon term as Note A, but no principal or interest payments are due until maturity. Beginning in fiscal year ending June 30, 2013, management began structuring the A/B loans as 3-year balloon notes with amortization periods up to 30 years. The A note typically carries a market interest rate while the B note carries a 0% interest rate. While no amount of the original indebtedness of the borrower is forgiven through this process, the full amount of Note B is charged-off. Note A is treated as any other TDR and, generally, may return to accrual status after a history of performance in accordance with the restructured terms of at least six consecutive months is established. The following tables summarizes TDRs by loan type and accrual status.

 

     At June 30, 2018  
     Loan Status      Total
unpaid
principal
     Related      Recorded      Number      Average
Recorded
 
(In thousands)    Accrual      Nonaccrual      balance      allowance      investment      of loans      investment  

One- to four-family residential real estate

   $ 1,054      $ 184      $ 1,238      $ —        $ 1,238        13      $ 1,277  

Multi-family residential real estate

     —          —          —          —          —          —          —    

Non-Residential real estate

     —          —          —          —          —          —          195  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $  1,054      $ 184      $  1,238      $  —        $  1,238        13      $ 1,472  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
     At June 30, 2017  
     Loan Status      Total
unpaid
principal
     Related      Recorded      Number      Average
Recorded
 
(In thousands)    Accrual      Nonaccrual      balance      allowance      investment      of loans      Investment  

One- to four-family residential real estate

   $ 1,297      $ 213      $ 1,510      $ —        $ 1,510        16      $ 1,680  

Multi-family residential real estate

     —          —          —          —          —          —          —    

Nonresidential real estate

     —          1,136        1,136        —          1,136        3        1,207  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 1,297      $ 1,349      $ 2,646      $ —        $ 2,646        19      $ 2,887  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

20


Interest income recognized on TDRs is as follows:

 

     For the year
ended
June 30,
2018
     For the year
ended
June 30,
2017
 

One- to four-family residential real estate

   $ 52      $ 58  

Multi-family residential real estate

     —          —    

Non-Residential real estate

     —          18  

Construction

     —          —    

Commercial

     —          —    

Consumer

     —          —    
  

 

 

    

 

 

 

Total

   $ 52      $ 76  
  

 

 

    

 

 

 

At June 30, 2018, the Bank had 13 loans totaling $1.2 million that qualified as TDRs, with no allowance for losses on these loans. With respect to the $1.2 million in TDRs, the Bank charged off $940,000 for these loans at the time of the restructuring into the Note A/B format. At June 30, 2017, the Bank had 19 loans totaling $2.6 million that qualified as TDRs, with no allowance for losses on these loans. With respect to the $2.6 million in TDRs, the Bank charged off $1.4 million with respect to these loans at the time of the restructuring into the Note A/B format. Management continues to monitor the performance of loans classified as TDRs on a monthly basis.

The following table is a roll forward of activity in our TDRs for the fiscal years ended June 30, 2018 and 2017.

 

     2018      2017  
(Dollar amounts in thousands)    Recorded
Investment
     Number of
Loans
     Recorded
Investment
     Number of
Loans
 

Beginning balance

   $ 2,646        19      $  3,720        22  

Additions to TDRs

     —          —          —          —    

Removal of TDR

     (83      (1      (300      (2

Impairment Reversal

     —          —          —          —    

Charge-offs

     (136      —          (175      —    

Payments

     (1,189      (5      (599      (1
  

 

 

    

 

 

    

 

 

    

 

 

 
   $ 1,238        13      $ 2,646        19  
  

 

 

    

 

 

    

 

 

    

 

 

 

The Company considers TDRs that become 90 days or more past due under the modified terms as subsequently defaulted. During the year ended June 30, 2018 the Company had one residential real estate loan for $61,000 subsequently default after modification. The recorded investment in the loan at the time of default was approximately $51,000 and was in the process of foreclosure at June 30, 2018. There was no impact to the allowance for loan losses. During the year ended June 30, 2017 the Company had one residential real estate loan for $123,000 and one nonresidential real estate loan of $716,000 subsequently default after modification. The recorded investment in the loans at the time of default was approximately $599,000. Both loans were in the process of foreclosure at June 30, 2017 and there was no impact to the allowance for loan losses.

Loans that were included in TDRs at June 30, 2018 and 2017 were generally given concessions of interest rate reductions of between 25 and 300 basis points, and/or structured as interest only payment loans for periods of one to three years. Some of these loans also have balloon payments due at the end of their lowered rate period, requiring the borrower to refinance at market rates at that time. At June 30, 2018 and 2017, all loans classified as TDRs required principal and interest payments.

No loans over ninety days past due accrued interest for the years ended June 30, 2018 and 2017. Interest income that would have been recorded for the years ended June 30, 2018 and 2017 had nonaccruing loans been current according to their original terms was $112,000 and $295,000, respectively. Interest related to nonaccrual loans included in interest income totaled $0 and $9,000 for the years ended June 30, 2018 and 2017, respectively.

 

21


The following table illustrates certain disclosures required by ASC 310-10-50-11B(c), (g) and (h).

Allowance for Credit Losses and Recorded Investment in Loans Receivable

For the year ended June 30, 2018

 

    One- to
Four-
Family
Mortgage
Owner-
Occupied
    Consumer     One- to
Four-
Family
Mortgage
Non-
Owner-
Occupied
    Multi-
Family
    Non-
Residential
Real
Estate
    Construction     Land     Commercial
and
Agricultural
    Total  
    (In thousands)  

Allowance for Credit Losses:

                 

Beginning Balance:

  $ 1,093     $ 347     $ 60     $ 289     $ 2,171     $ 117     $ 127     $ 90     $ 4,294  

Charge offs

    (219     (155     —         —         (136     —         (181     (300     (991

Recoveries

    88       143       —         44       176       —         35       37       523  

Provision (credit)

    (111     (40     (17     (202     (470     66       284       579       89  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ending Balance:

    851       295       43       131       1,741       183     $ 265       406       3,915  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance, Individually Evaluated

    —         —         —         —         —         —         —         —         —    

Balance, Collectively Evaluated

    851       295       43       131       1,741       183       265       406       3,915  

Financing receivables: Ending Balance

    141,696       32,070       9,760       14,489       80,694       10,483       4,145       16,653       309,990  

Ending Balance: individually evaluated for impairment

    1,287       175       116       —         —         —         4       —         1,582  

Ending Balance: collectively evaluated for impairment

    137,083       30,085       9,491       14,489       80,635       10,483       4,141       16,649       303,056  

Ending Balance: loans acquired at fair value

  $ 3,326     $ 1,810     $ 153     $ —       $ 59     $ —       $ —       $ 4     $ 5,352  

 

22


Allowance for Credit Losses and Recorded Investment in Loans Receivable

For the year ended June 30, 2017

 

    One- to
Four-
Family
Mortgage
Owner-
Occupied
    Consumer     One- to
Four-
Family
Mortgage
Non-
Owner-
Occupied
    Multi-
Family
    Non-
Residential
Real
Estate
    Construction     Land     Commercial
and
Agricultural
    Total  
    (In thousands)  

Allowance for Credit Losses:

                 

Beginning Balance:

  $ 1,235     $ 426     $ 108     $ 275     $ 2,577     $ 132     $ 10     $ 122     $ 4,885  

Charge offs

    (83     (210     (9     —         (600     —         (255     —         (1,157

Recoveries

    68       177       —         17       248       —         —         1       511  

Provision (credit)

    (127     (46     (39     (3     (54     (15     372       (33     55  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ending Balance:

  $ 1,093     $ 347     $ 60     $ 289     $ 2,171     $ 117     $ 127     $ 90     $ 4,294  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance, Individually Evaluated

  $ —       $ —       $ —       $ —       $ —       $ —       $ —       $ —       $ —    

Balance, Collectively Evaluated

  $ 1,093     $ 347     $ 60     $ 289     $ 2,171     $ 117     $ 127     $ 90     $ 4,294  

Financing receivables: Ending Balance

  $ 133,667     $ 33,633     $ 10,667     $ 15,401     $ 74,791     $ 5,145     $ 3,026     $ 9,257     $ 285,587  

Ending Balance: individually evaluated for impairment

  $ 1,887     $ 370     $ 235     $ —       $ 1,136     $ —       $ 594     $ —       $ 4,222  

Ending Balance: collectively evaluated for impairment

  $ 127,304     $ 31,049     $ 10,271     $ 15,401     $ 73,566     $ 5,145     $ 2,432     $ 9,250     $ 274,418  

Ending Balance: loans acquired at fair value

  $ 4,476     $ 2,214     $ 161     $ —       $ 89     $ —       $ —       $ 7     $ 6,947  

Federal regulations require us to review and classify our assets on a regular basis. In addition, the Office of the Comptroller of the Currency (“OCC”) has the authority to identify problem assets and, if appropriate, require them to be classified. There are three classifications for problem assets: substandard, doubtful and loss. “Substandard assets” must have one or more defined weaknesses and are characterized by the distinct possibility that we will sustain some loss if the deficiencies are not corrected. “Doubtful assets” have the weaknesses of substandard assets with the additional characteristic that the weaknesses make collection or liquidation in full on the basis of currently existing facts, conditions and values questionable, and there is a high possibility of loss. An asset classified “loss” is considered uncollectible and of such little value that continuance as an asset of the institution is not warranted. The regulations also provide for a “special mention” category, described as assets which do not currently expose us to a sufficient degree of risk to warrant classification but do possess credit deficiencies or potential weaknesses deserving our close attention. When we classify an asset as special mention, we account for those classifications when establishing a general allowance for loan losses. If we classify an asset as substandard, doubtful or loss, we evaluate the need to establish a specific allocation for the asset at that time or charge off a portion of the loan if there is a known loss.

 

23


The following table illustrates certain disclosures required by ASC 310-10-50-29(b) at June 30, 2018 and 2017.

At June 30, 2018:

 

    One- to
Four-
Family
Owner-
Occupied
Mortgage
    Consumer     One- to
Four-
Family
Non-
Owner-
Occupied

Mortgage
    Multi-
Family
    Nonresidential
Real estate
    Construction     Land     Commercial
and
Agricultural
    Total  
    (In thousands)  

Grade:

                 

Pass

  $  137,845     $ 30,886     $  6,866     $ 12,970     $ 75,824     $ 7,418     $ 3,538     $  14,717     $ 290,064  

Watch

    2,399       1,006       2,778       1,519       4,523       3,065       590       1,936       17,816  

Special mention

    165       3       —         —         —         —         13       —         181  

Substandard

    1,287       175       116       —         347       —         4       —         1,929  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $ 141,696     $ 32,070     $ 9,760     $ 14,489     $ 80,694     $  10,483     $ 4,145     $ 16,653     $ 309,990  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

At June 30, 2017:

 

    One- to
Four-
Family
Owner-
Occupied
Mortgage
    Consumer     One- to
Four-
Family
Non-
Owner-
Occupied

Mortgage
    Multi-
Family
    Nonresidential
Real estate
    Construction     Land     Commercial
and
Agricultural
    Total  
    (In thousands)  

Grade:

                 

Pass

  $  129,053     $ 32,547     $ 6,404     $ 13,355     $ 65,031     $  4,817     $ 2,379     $  8,495     $ 262,081  

Watch

    2,283       509       3,741       2,046       7,405       328       53       762       17,127  

Special mention

    444       207       82       —         1,134       —         —         —         1,867  

Substandard

    1,887       370       440       —         1,221       —         594       —         4,512  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $ 133,667     $ 33,633     $  10,667     $ 15,401     $ 74,791     $ 5,145     $ 3,026     $ 9,257     $ 285,587  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

The following table illustrates certain disclosures required by ASC 310-10-50-7A for gross loans.

At June 30, 2018:

Age Analysis of Past Due Loans Receivable

 

     30-59
days past
due
     60-89
days past
due
     Greater
than 90
days
     Total
past due
     Total
current
     Total
loans
receivable
 
                   (In thousands)                

One- to four-family mortgage – owner occupied

   $ 570      $ —        $ 49      $ 619      $ 141,077      $  141,696  

Consumer

     194        5        11        210        31,860        32,070  

One- to four-family mortgage – nonowner-occupied

     —          —          —                 9,760        9,760  

Multi-family mortgage

     —          —          —                 14,489        14,489  

Non-Residential real estate mortgage – commercial and office buildings

     —          —          —                 80,694        80,694  

Construction

     —          —          —                 10,483        10,483  

Land

     13        —          —          13        4,132        4,145  

Commercial and agricultural

     —          —          —                 16,653        16,653  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 777      $ 5      $ 60      $ 842      $ 309,148      $ 309,990  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

24


At June 30, 2017:

Age Analysis of Past Due Loans Receivable

 

     30-59
days past
due
     60-89
days past
due
     Greater
than 90
days
     Total
past due
     Total
current
     Total
loans
receivable
 
     (In thousands)  

One- to four-family mortgage – owner occupied

   $ 345      $ 579      $ 382      $ 1,306      $ 132,361      $ 133,667  

Consumer

     93        57        23        173        33,460        33,633  

One- to four-family mortgage – nonowner-occupied

     —          —          235        235        10,432        10,667  

Multi-family mortgage

     —          —          —          —          15,401        15,401  

Non-Residential real estate mortgage – commercial and office buildings

     —          —          535        535        74,256        74,791  

Construction

     —          —          —          —          5,145        5,145  

Land

     —          —          —          —          3,026        3,026  

Commercial and agricultural

     118        —          —          118        9,139        9,257  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 556      $ 636      $ 1,175      $ 2,367      $ 283,220      $ 285,587  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

The following table illustrates certain disclosures required by ASC 310-10-50-15.

 

     Impaired Loans
For the year ended June 30, 2018
 
     Recorded
investment
     Unpaid
principal
balance
     Specific
allowance
     Interest
income
recognized
     Average
recorded
investment
 
     (In thousands)  

One- to four-family mortgage – owner occupied

   $ 1,287      $ 1,508      $ —        $ 68      $ 1,373  

Consumer

     175        313        —          —          199  

One- to four-family mortgage – nonowner-occupied

     116        116        —          —          179  

Multi-family mortgage

     —          920        —          —          —    

Non-Residential real estate mortgage – commercial and office buildings

     —          —          —          —          147  

Construction

     —          —          —          —          —    

Land

     4        11        —          —          242  

Commercial and agricultural

     —          269        —          —          —    
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 1,582      $ 3,137      $ —        $ 68      $ 2,140  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

25


     Impaired Loans
For the year ended June 30, 2017
 
     Recorded
investment
     Unpaid
principal
balance
     Specific
allowance
     Interest
income
recognized
     Average
recorded
investment
 
     (In thousands)  

One- to four-family mortgage – owner occupied

   $ 1,887      $ 2,144      $ —        $ 59      $ 2,169  

Consumer

     370        653        —          3        391  

One- to four-family mortgage – nonowner-occupied

     235        235        —          4        349  

Multi-family mortgage

     —          920        —          —          —    

Non-Residential real estate mortgage – commercial and office buildings

     1,136        2,719        —          20        1,468  

Construction

            —          —          —          —    

Land

     594        857        —          —          286  

Commercial and agricultural

     —          6        —          —          —    
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 4,222      $ 7,534      $ —        $ 86      $ 4,663  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Impaired loans at June 30, 2018 include TDRs with a principal balance and recorded investment of $1.2 million. Impaired loans at June 30, 2017 include TDRs with a principal balance and recorded investment of $2.6 million. The Bank did not have any investments in subprime loans at June 30, 2018 or 2017.

ASC 310-30, Loans and Debt Securities Acquired with Deteriorated Credit Quality, requires acquired loans to be recorded at fair value and prohibits carrying over valuation allowances when initially accounting for acquired impaired loans. Loans carried at fair value, mortgage loans held for sale, and loans to borrowers in good standing under revolving credit agreements are excluded from the scope of this pronouncement. It limits the yield that may be accreted to the excess of the undiscounted expected cash flows over the investor’s initial investment in the loan. The excess of the contractual cash flows over expected cash flows may not be recognized as an adjustment of yield. Subsequent increases in cash flows expected to be collected are recognized prospectively through an adjustment of the loan’s yield over its remaining life. Decreases in expected cash flows are recognized as impairments.

The Company acquired loans pursuant to the acquisition of the Integra branches in June 2010. The Company reviewed the loan portfolio at acquisition to determine whether there was evidence of deterioration of credit quality since origination and if it was probable that it will be unable to collect all amounts due according to the loan’s contractual terms. When both conditions existed, the Company accounted for each loan individually, considered expected prepayments, and estimated the amount and timing of discounted expected principal, interest, and other cash flows (expected at acquisition) for each loan. The Company determined the excess of the loan’s scheduled contractual principal and contractual interest payments over all cash flows expected at acquisition as an amount that should not be accreted into interest income (nonaccretable difference). The remaining amount, representing the excess of the loan’s cash flows expected to be collected over the amount paid, is accreted into interest income over the remaining life of the loan (accretable yield). There were no purchased credit impaired loans at June 30, 2018.

Over the life of the loan, the Company continues to estimate cash flows expected to be collected. The Company evaluates at the balance sheet date whether the present value of its loans determined using the effective interest rates has decreased, and if so, the Company establishes a valuation allowance for the loan. Valuation allowances for acquired loans reflect only those losses incurred after acquisition; that is, the present value of cash flows expected at acquisition that are not expected to be collected. Valuation allowances are established only subsequent to our acquisition of the loans. For loans that are not accounted for as debt securities, the present value of any subsequent increase in the loan’s or pool’s actual cash flows or cash flows expected to be collected is used first to reverse any existing valuation allowance for that loan. For any remaining increases in cash flows expected to be collected, the Company adjusts the amount of accretable yield recognized on a prospective basis over the loan’s remaining life.

 

26


The following table depicts the accretable yield (in thousands) at the beginning and end of the period.

 

Balance, July 1, 2016

   $ 433  

Accretion

     4  
  

 

 

 

Balance, June 30, 2017

   $ 429  

Accretion

     112  
  

 

 

 

Balance, June 30, 2018

   $ 317  
  

 

 

 

NOTE 4 – OTHER REAL ESTATE OWNED

Other real estate owned consists of the following at:

 

     June 30,  
     2018      2017  
     (In thousands)  

One- to four-family residential

   $ —        $ 93  

Multi-family

     —          —    

Land

     —          —    
  

 

 

    

 

 

 
     $—        $93  
  

 

 

    

 

 

 

NOTE 5 – PROPERTY AND EQUIPMENT

Property and equipment is summarized as follows:

 

     June 30,
(In thousands)
 
     2018      2017  

Land and land improvements

   $ 2,308      $ 2,520  

Building and building improvements

     6,212        6,272  

Furniture and equipment

     3,253        3,893  
  

 

 

    

 

 

 
     11,773        12,685  

Less: accumulated depreciation

     5,454        6,082  
  

 

 

    

 

 

 
   $ 6,319      $ 6,603  
  

 

 

    

 

 

 

 

27


NOTE 6 – DEPOSITS

Deposits at June 30, 2018 and 2017 consist of the following:

 

     June 30, 2018      June 30, 2017  
     (Dollars in thousands)  
     Weighted
Average
Rate
    Balance      Weighted
Average
Rate
    Balance  

Demand deposit accounts

     0.33   $ 195,451        0.16   $ 175,026  

Savings

     0.27     122,573        0.27     124,102  

Money market deposit accounts

     0.87     22,322        0.85     28,927  
    

 

 

      

 

 

 

Total demand and passbook deposits

       340,346          328,055  
    

 

 

      

 

 

 

Certificates of deposit:

         

Less than 12 months

     1.08     55,343        0.72     53,020  

12 months to 24 months

     1.48     29,884        0.92     23,440  

24 months to 36 months

     1.82     4,649        1.59     8,210  

More than 36 months

     1.72     8,654        1.51     7,497  

Individual retirement accounts

     1.25     30,371        1.09     33,433  
    

 

 

      

 

 

 

Total certificates of deposit

       128,901          125,600  
    

 

 

      

 

 

 

Total deposit accounts

     $ 469,247        $ 453,655  
    

 

 

      

 

 

 

Interest expense on deposits is as follows:

 

     For the years ended
June 30
 
     2018      2017  
     (In thousands)  

NOW and money market accounts

   $ 760      $ 446  

Savings

     336        318  

Certificates of deposit

     1,252        1,294  
  

 

 

    

 

 

 
     $2,348      $2,058  
  

 

 

    

 

 

 

The aggregate amount of time deposits with a minimum denomination of $250,000 was approximately $30,529,000 and $23,497,000 at June 30, 2018 and 2017, respectively. Individual deposits with denominations of more than $250,000 are not federally insured.

Total non-interest bearing deposits were approximately $114,605,000 and $105,736,000 at June 30, 2018 and 2017, respectively. Municipal deposits totaled approximately $114,327,000 and $107,155,000 at June 30, 2018 and 2017, respectively.

 

28


Maturities of certificate accounts are as follows:

 

     June 30,
2018
     June 30,
2017
 
     (In thousands)  

One year or less

   $ 67,671      $ 66,327  

1 – 2 years

     37,933        31,573  

2 – 3 years

     10,257        16,536  

3 – 4 years

     8,462        3,807  

4 – 5 years

     4,564        7,343  

Over 5 years

     14        14  
  

 

 

    

 

 

 

Totals

   $ 128,901      $ 125,600  
  

 

 

    

 

 

 

NOTE 7 – GOODWILL AND ACQUISITION INTANGIBLES

On June 4, 2010 the Company completed the purchase of three banking offices of Integra Bank Corporation’s wholly-owned bank subsidiary, Integra Bank N.A., located in Milan, Versailles, and Osgood, Indiana and a portfolio of selected loans originated by other offices of Integra Bank. This acquisition was consistent with the Bank’s strategy to strengthen and expand its Southeast Indiana market share. This transaction added $53.0 million in deposits and $45.9 million in loans. The deposits were purchased at a premium of 4.50%. As a result of the acquisition, the Company recorded a core deposit intangible asset of $1,400,000 and goodwill of $2,522,000.

Goodwill

As permitted by current accounting rules, the Company completed its qualitative assessment to determine whether current events or changes in circumstances lead to a determination that it is more likely than not, as defined, that the fair value of the reporting unit is less than its carrying amount. Based upon the Company’s assessment, there was no such determination that the fair value of the reporting unit is less than its carrying amount. Accordingly, the Company did not apply the traditional two-step goodwill impairment test.

Intangible Assets

The Integra acquisition included a core deposit intangible asset of $1,400,000. Amortization expense for the years ended June 30, 2018 and 2017 totaled $117,000 and $117,000, respectively. Amortization of the core deposit intangible for future years is as follows (in thousands):

 

2019

     78  
  

 

 

 
   $ 78  
  

 

 

 

 

29


NOTE 8 – FAIR VALUES OF ASSETS AND LIABILITIES

The estimated fair values of the Company’s financial instruments are as follows:

 

     June 30,  
     2018      2017  
     Carrying
Amounts
     Fair Value      Carrying
Amounts
     Fair Value  
     (In thousands)  

Financial assets:

           

Cash and interest-bearing deposits

   $ 37,461      $ 37,461      $ 26,885      $ 26,885  

Investment securities available for sale

     74,265        74,265        79,188        79,188  

Investment securities held to maturity

     41,586        41,651        41,954        42,711  

Mortgage-backed securities

     52,353        52,353        68,374        68,374  

Loans receivable and loans held for sale

     307,903        307,082        283,482        283,342  

Accrued interest receivable

     2,029        2,029        2,002        2,002  

Investment in FHLB stock

     3,527        3,527        3,527        3,527  

Financial liabilities:

           

Deposits

   $ 469,247      $ 469,846      $ 453,655      $ 454,302  

Accrued interest payable

     24        24        21        21  

FHLB advances

     6,833        6,780        8,833        8,953  

Off-balance sheet items

     —          —          —          —    

As discussed in Note 1, Basis of Presentation and Summary of Significant Accounting Pronouncements, ASC 820-10-50-2 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

 

Level 1    Quoted prices in active markets for identical assets or liabilities.
Level 2    Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3    Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Fair value methods and assumptions are set forth below for each type of financial instrument. Where quoted prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. Level 2 securities include U.S. Government and agency mortgage-backed securities, U.S. Government agency bonds, municipal securities, and other real estate owned. If quoted market prices are not available, the Bank utilizes a third party vendor to calculate the fair value of its available for sale securities. The third party vendor uses quoted prices of securities with similar characteristics when available. If such quotes are not available, the third party vendor uses pricing models or discounted cash flow models with observable inputs to determine the fair value of these securities. For other real estate owned, the Bank utilizes appraisals obtained from independent third parties to determine fair value.

 

30


Fair value measurements for certain assets and liabilities recognized in the accompanying statements of financial condition and measured at fair value on a recurring basis:

 

     Total      Quoted
prices in
active
markets for
identical
assets
(Level 1)
     Significant
other
observable
inputs
(Level 2)
     Significant
other
unobservable
inputs
(Level 3)
 

June 30, 2018:

           

Mortgage-backed securities

   $ 52,353      $ —        $ 52,353      $ —    

Municipal bonds

     35,205        —          35,205        —    

Small Business Admin

     8,607        —          8,607        —    

Collateralized Mortgage Obligations

     27,519        —          27,519        —    

Certificates of Deposit

     2,723        —          2,723        —    

Other equity securities

     211        211        —          —    

Mortgage servicing rights

     875        —          875        —    

June 30, 2017:

           

Mortgage-backed securities

   $ 68,374      $ —        $ 68,374      $ —    

Municipal bonds

     36,941        —          36,941        —    

Small Business Admin

     9,743        —          9,743        —    

Collateralized Mortgage Obligations

     29,305        —          29,305        —    

Certificates of Deposit

     3,000        —          3,000        —    

Other equity securities

     199        199        —          —    

Mortgage servicing rights

     766        —          766        —    

Fair value measurements for certain assets and liabilities recognized in the accompanying statements of financial condition and measured at fair value on a nonrecurring basis:

 

     Total      Quoted
prices
in active
markets for
identical
assets
(Level 1)
     Significant
other
observable
inputs
(Level 2)
     Significant
other
unobservable
inputs
(Level 3)
 
     (In thousands)  

June 30, 2018

           

Other real estate owned

   $ —        $ —        $ —        $ —    

Loans available for sale

     501        —          501        —    

Collateral dependent impaired loans

     —          —          —          —    

June 30, 2017:

           

Other real estate owned

   $ 93      $ —        $ 93      $ —    

Loans available for sale

     1,005        —          1,005        —    

Collateral dependent impaired loans

     —          —          —          —    

The adjustments to other real estate owned and impaired loans are based primarily on current appraisals of the real estate cash flow analysis or other observable market prices.

 

31


The following table presents fair value measurements for the Company’s financial instruments which are not recognized at fair value in the accompanying statements of financial position on a recurring or nonrecurring basis.

 

     Total      Quoted prices
in active
markets for
identical assets
(Level 1)
     Significant
other
observable
inputs
(Level 2)
     Significant
other
unobservable
inputs
(Level 3)
 

June 30, 2018:

           

Financial assets:

           

Cash and interest bearing deposits

   $ 37,461      $ 37,461      $ —        $ —    

Investment securities held to maturity

     41,651        —          41,651        —    

Loans receivable and loans held for sale

     307,082        —          307,082        —    

Accrued interest receivable

     2,029        —          2,029        —    

Investment in FHLB stock

     3,527        —          3,527        —    

Financial liabilities:

           

Deposits

     469,846        —          469,846        —    

Accrued interest payable

     24        —          24        —    

FHLB advances

     6,780        —          6,780        —    

June 30, 2017:

           

Financial assets:

           

Cash and interest bearing deposits

   $ 26,885      $ 26,885      $ —        $ —    

Investment securities held to maturity

     42,711        —          42,711        —    

Loans receivable and loans held for sale

     283,342        —          283,342        —    

Accrued interest receivable

     2,002        —          2,002        —    

Investment in FHLB stock

     3,527        —          3,527        —    

Financial liabilities:

           

Deposits

     454,302        —          454,302        —    

Accrued interest payable

     21        —          21        —    

FHLB advances

     8,953        —          8,953        —    

NOTE 9 – BORROWED FUNDS

Pursuant to collateral agreements with the FHLB, advances are secured by all stock in the FHLB held by the Bank and a blanket pledge agreement for qualifying first mortgage loans. The Bank had $6,833,000 in outstanding FHLB advances at June 30, 2018 and $8,833,000 in outstanding FHLB advances at June 30, 2017. At June 30, 2018, the Bank had four outstanding advances from the FHLB totaling $6,833,000 at interest rates ranging from 1.77% to 2.63%. At June 30, 2018, there were no outstanding borrowings under the line of credit agreement with FHLB. At June 30, 2017, the Bank had five outstanding advances from the FHLB totaling $8,833,000 at interest rates ranging from 1.58% to 2.63%. The outstanding FHLB advances require monthly interest payments and mature at dates ranging from October 2018 through January 2022. The weighted average interest rate on outstanding FHLB advances as of June 30, 2018 was 2.37%. Maturities of FHLB advances and outstanding borrowings under the line of credit agreement are as follows (in thousands) for the year ended June 30:

 

2019

   $ 1,667  

2020

     —    

2021

     3,166  

2022

     2,000  
  

 

 

 

Total

   $ 6,833  
  

 

 

 

 

32


NOTE 10 – EMPLOYEE BENEFIT PLANS

401(k) Profit Sharing Plan

The Bank has a standard 401(k) profit sharing plan. Eligible participants must be at least 18 years of age and have one year of service. The Bank makes matching contributions based on each employee’s deferral contribution. Total expense under the plan for the years ended June 30, 2018 and 2017 totaled approximately $192,000 and $195,000, respectively.

ESOP

As of June 30, 2018, and 2017, the ESOP owned 118,771 and 142,371 shares, respectively, of the Company’s common stock, which were held in a suspense account until released for allocation to the participants. Additionally, as of June 30, 2018, the Company had committed to release from suspense 10,652 shares. The Company recognized compensation expense of $430,000 and $451,000 during the years ended June 30, 2018 and 2017, respectively, which equals the fair value of the ESOP shares during the periods in which they became committed to be released. The fair value of the unearned ESOP shares approximated $3,231,000 at June 30, 2018.

Contributions to the ESOP and shares released from the suspense account will be allocated to each eligible participant based on the ratio of each such participant’s compensation, as defined in the ESOP, to the total compensation of all eligible plan participants. Participants become 100% vested in their accounts upon three years of service. Participants with less than three years of service are 0% vested in their accounts.

The original term loan, which bears interest at 7.75%, is payable in fifteen annual installments of $370,000 through December 31, 2020. Due to additional principal payments made, the original term loan matured on December 31, 2017. An additional term loan resulting from the second step conversion bears interest at 3.25% and is payable in twenty annual installments of $107,000 through December 31, 2032. Shares purchased with the loan proceeds are initially pledged as collateral for the term loan and are held in a suspense account for future allocation to the ESOP participants. Each plan year, in addition to any discretionary contributions, the Company will contribute cash to the ESOP to enable the ESOP to make its principal and interest payments under the term loan. Company contributions may be increased by any investment earnings attributable to such contributions and any cash dividends paid with respect to Company stock held by the ESOP.

Deferred Compensation

In March 2002, the Bank adopted supplemental retirement income programs with selected officers and board members. To offset the costs associated with these plans, the Bank purchased single-premium life insurance policies on each officer and director, at a cumulative total cost of $5,100,000. During subsequent years, additional insurance policies were purchased with a cumulative total cost of $9,100,000 in order to offset and recover existing benefit expenses. The cash surrender value of these policies totaled $17,121,000 and $17,023,000 at June 30, 2018 and 2017, respectively.

The directors’ liability is accrued based on life expectancies and a discount rate. Information related to directors’ liability for the years ended June 30, 2018 and 2017 is as follows:

 

Liability balance at July 1, 2016

   $ 992,630  

Contributions to plan

     67,220  

Payments to participants

     (137,990
  

 

 

 

Liability balance at June 30, 2017

     921,860  

Contributions to plan

     69,370  

Payments to participants

     (105,300
  

 

 

 

Liability balance at June 30, 2018

   $ 885,930  
  

 

 

 

For the officers, an annual contribution based on actuarial assumptions is made to a secular trust with the employee as the beneficiary. Upon any change in control of the Bank, the plan provides for full supplemental benefits which would have occurred at age 65.

 

33


Future expected contributions for the funding of officers’ deferred compensation are as follows:

 

2018

   $ 81,880  

2019

     81,880  

2020

     81,880  

2021 and thereafter

     202,838  
  

 

 

 
     $448,478  
  

 

 

 

Officers supplemental retirement expense totaled $164,000 and $206,000 for the years ended June 30, 2018 and 2017, respectively.

Supplemental Executive Retirement Plan

A Supplemental Executive Retirement Plan (SERP) was established to provide participating executives (as determined by the Company’s Board of Directors) with benefits that cannot be provided under the 401(k) Profit Sharing Plan or ESOP as a result of limitations imposed by the Internal Revenue Code. The SERP will also provide benefits to eligible employees if they retire or are terminated following a change in control before the complete allocation of shares under the ESOP. Effect on income for the years ended June 30, 2018 and 2017 was minimal.

NOTE 11 – STOCK-BASED COMPENSATION

In November 2006, the Company adopted the United Community Bancorp 2006 Equity Incentive Plan (2006 Equity Incentive Plan) for the issuance of restricted stock, incentive stock options and non-statutory stock options to employees, officers and directors of the Company. The aggregate number of shares of common stock reserved and available for issuance pursuant to awards granted under the Equity Incentive Plan was 381,648, of which 272,606 were available to be issued in connection with the exercise of stock options and 109,042 were available to be issued as restricted stock. In December 2006, the Board of Directors of the Company authorized the funding of a trust that purchased 109,042 shares of the Company’s outstanding common stock to be used to fund restricted stock awards granted under the 2006 Equity Incentive Plan.

In February 2014, the Company adopted the United Community Bancorp 2014 Equity Incentive Plan (2014 Equity Incentive Plan) for the issuance of restricted stock, incentive stock options and non-statutory stock options to employees, officers and directors of the Company. The aggregate number of shares of common stock reserved and available for issuance pursuant to awards granted under the Equity Incentive Plan is 372,102, of which 275,099 are available to be issued in connection with the exercise of stock options and 97,003 are available to be issued in the form of restricted stock and performance shares. In 2014, the Board of Directors of the Company authorized the funding of a trust that purchased 97,003 shares of the Company’s outstanding common stock to be used to fund restricted stock awards granted under the 2014 Equity Incentive Plan.

In April 2014 and September, 2017, the Company granted awards as follows:

 

     Number issued under the         

Award Type

   2006
Incentive
Stock Plan
     2014
Incentive
Stock Plan
     Total
Awarded
 

Restricted share awards

     13,310        83,830        97,140  

Incentive stock options

     36,802        165,258        202,060  

Non-statutory stock options

     —          74,277        74,277  
  

 

 

    

 

 

    

 

 

 
     50,112      323,365      373,477  
  

 

 

    

 

 

    

 

 

 

These awards vest at 20% annually beginning April 2015 through September 2022. As of June 30, 2018, 31.25% of the awards granted in 2014 and 2017 remained outstanding and unvested. Total recognized compensation expense was $277,000 and $249,000 for the years ended June 30, 2018 and 2017, respectively. The unvested expense as of June 30, 2018 that will be recorded as expense in future periods is $575,000 which will be recorded over time over 51 months. The expense for the April, 2014 awards has been calculated for stock options using the following assumptions: expected volatility of 14.22%, risk-free interest rate of 2.70%, expected term of ten years and expected dividend yield of 2.12%. The expense for the September, 2017 awards has been calculated for stock options using the following assumptions: expected volatility of 12.73%, risk-free interest rate of 2.24%, expected term of ten years and expected dividend yield of 2.08%.

 

34


Of awards granted in December 2006, there were no incentive stock options or non-statutory stock options that remained outstanding. There was no compensation expense recognized for awards granted in December 2006 for the years ended June 30, 2018 and 2017, nor is there any remaining unvested expense as of June 30, 2018 that will be recorded as expense in future periods.

Information related to stock options for the years ended June 30, 2018 and 2017 is as follows:

 

     Shares      Weighted
Average
Exercise
Price
     Weighted
Average
Remaining
Contractual
Term
 

Outstanding at July 1, 2016

     450,457        14.47     

Granted

     —          —       

Forfeited

     (19,806      —       

Exercised

     (27,462      

Expired

     (227,626      —       
  

 

 

    

 

 

    

Outstanding at June 30, 2017

     175,563        11.33     

Granted

     53,506        19.25     

Forfeited

     —          —       

Exercised

     (16,506      —       

Expired

     —          —       
  

 

 

    

 

 

    

Outstanding at June 30, 2018

     212,563        13.32        8.5 years  
  

 

 

    

 

 

    

 

 

 

Exercisable at June 30, 2018

     126,050        11.33        5.8 years  
  

 

 

    

 

 

    

 

 

 

Fair value of options

      $ 2.06     
     

 

 

    

A summary of the status of unvested stock options for the years ended June 30, 2018 and 2017 is as follows:

 

     Shares      Weighted
Average
Grant Date
Fair Value
 

Outstanding at July 1, 2016

     128,747        1.88  

Granted

     —          —    

Vested

     (42,926      1.88  

Forfeited

     (19,806      —    
  

 

 

    

 

 

 

Outstanding at June 30, 2017

     66,015        1.88  

Granted

     53,506        2.60  

Vested

     (33,008      1.88  

Forfeited

     —          —    
  

 

 

    

 

 

 

Outstanding at June 30, 2018

     86,513        2.33  
  

 

 

    

 

 

 

 

35


Information related to restricted stock grants for the years ended June 30, 2018 and 2017 is as follows:

 

     Shares      Weighted
Average
Grant Date
Fair Value
 

Outstanding at July 1, 2016

     45,396        11.33  

Granted

     —          —    

Vested

     (15,132      11.33  

Forfeited

     (6,984      —    
  

 

 

    

 

 

 

Outstanding at June 30, 2017

     23,280        11.33  

Granted

     18,570        19.25  

Vested

     (11,645      11.33  

Forfeited

     —          —    
  

 

 

    

 

 

 

Outstanding at June 30, 2018

     30,205        16.20  
  

 

 

    

 

 

 

NOTE 12 – SUPPLEMENTAL CASH FLOW INFORMATION

 

     Years Ended
June 30,
 
     2018      2017  
     (In thousands)  

Supplemental disclosure of cash flow information is as follows:

     

Cash paid during the period for:

     

Income taxes, net

   $ 645      $ 441  

Interest

   $ 2,529      $ 2,270  

Supplemental disclosure of non-cash investing and financing activities is as follows:

     

Unrealized loss on securities designated as available for sale, net of tax

   $ (1,955    $ (2,238

Transfers of loans to other real estate owned

   $ 163      $ 122  

Option exercise and restricted stock windfall

   $ 80      $ 39  

Transfer of cash surrender value of bank-owned life insurance of $431 to a receivable, net of $10 accrued expense

   $ —        $ 421  

Other comprehensive income reclassification due to early adoption of ASU 2018-02

   $ (223    $ —    

Transfer of 2006 restricted stock to treasury

   $ 62      $ —    

NOTE 13 – COMMITMENTS

Leases

The Bank is party to various operating leases for property and equipment. Lease expense for the years ended June 30, 2018 and 2017 was $64,000 and $30,000, respectively.

Future minimum lease payments under these lease agreements are as follows for the fiscal years ended:

 

2019

   $ 80,000  

2020

     64,000  

2021

     43,000  

2022

     41,000  

2023

     20,000  
  

 

 

 
   $ 248,000  
  

 

 

 

 

36


The Bank entered into lease agreements with various tenants who lease space from the Bank in certain locations where the Bank has a branch office. Revenue from these leases for the years ended June 30, 2018 and 2017 was $20,100 and $20,100, respectively.

Future minimum lease payments under these lease agreements are as follows for the fiscal years ended:

 

2019

   $ 27,000  

2020

     12,000  
  

 

 

 
   $ 39,000  
  

 

 

 

Loans

In the ordinary course of business, the Bank has various outstanding commitments to extend credit that are not reflected in the accompanying consolidated financial statements. These commitments involve elements of credit risk in excess of the amounts recognized in the balance sheet.

The Bank uses the same credit policies in making commitments for loans as it does for loans that have been disbursed and recorded in the consolidated balance sheet. The Bank generally requires collateral when it makes loan commitments, which generally consists of the right to receive first mortgages on improved or unimproved real estate when performance under the contract occurs.

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since some portions of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Certain of these commitments are for fixed-rate loans, and, therefore, their values are subject to market risk as well as credit risk. Generally, these commitments do not extend beyond 90 days.

At June 30, 2018, the Bank’s total commitment to extend credit at variable rates was $47,563,000. The amount of fixed-rate commitments was approximately $8,523,000 at June 30, 2018. The fixed-rate loan commitments at June 30, 2018 have interest rates ranging from 3.25% to 21.0%. The Bank had no letters of credit outstanding at June 30, 2018.

At June 30, 2017, the Bank’s total commitment to extend credit at variable rates was $42,543,000. The amount of fixed-rate commitments was approximately $3,690,000 at June 30, 2017. The fixed-rate loan commitments at June 30, 2017 have interest rates ranging from 3.25% to 21.0%. The Bank had no letters of credit outstanding at June 30, 2017.

NOTE 14 – RELATED PARTY TRANSACTIONS

Loans to executive officers, directors and their affiliated companies, totaled $1,021,000 and 1,031,000 at June 30, 2018 and 2017, respectively. All loans were current at June 30, 2018 and 2017.

The activity in loans to executive officers, directors and their affiliated companies are as follows:

 

     For the year ended June 30,  
     2018      2017  
     (In thousands)  

Beginning balance

   $ 1,031      $ 1,590  

New loans

     303        194  

Owner Status Change

     (10      (178

Payments on loans

     (303      (575
  

 

 

    

 

 

 

Ending balance

   $ 1,021      $ 1,031  
  

 

 

    

 

 

 

Deposits from officers, directors and affiliates totaled $660,000 and $882,000 at June 30, 2018 and 2017, respectively.

 

37


NOTE 15 – REGULATORY CAPITAL

The Bank is subject to regulatory capital requirements administered by federal banking agencies. Capital adequacy guidelines and prompt corrective action regulation involve quantitative measures of assets, liabilities, and certain off balance sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators. Failure to meet capital requirements can initiate regulatory action that, if undertaken, could have a direct material effect on the consolidated financial statements.

Prompt corrective action regulations provide five classifications: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized, although these terms are not used to represent overall financial condition. If adequately capitalized, regulatory approval is required to accept broker deposits. If undercapitalized, capital distributions are limited, as is asset growth and expansion, and capital restoration plans are required. In February 2016, the most recent regulatory notifications categorized the Bank as well capitalized. There are no conditions or events since that notification that management believes have changed the institution’s category. Management believes that, under current regulatory capital regulations, the Bank will continue to meet its minimum capital requirements in the foreseeable future.

In early July 2013, the Federal Reserve Board approved revisions to their capital adequacy guidelines and prompt corrective action rules that implement the revised standards of the Basel Committee on Banking Supervision, commonly called Basel III, and address relevant provisions of the Dodd-Frank Act.

The rules include new risk-based capital and leverage ratios, which were effective January 1, 2015, and revise the definition of what constitutes “capital” for purposes of calculating those ratios. The minimum capital level requirements applicable to the Company and the Bank are now: (i) a common equity Tier 1 capital ratio of 4.5%; (ii) a Tier 1 capital ratio of 6%; (iii) a total capital ratio of 8%; and (iv) a Tier 1 leverage ratio of 4%. The rules also established a “capital conservation buffer” of 2.5% above the new regulatory minimum capital requirements, which must consist entirely of common equity Tier 1 capital and resulting in the following minimum ratios: (i) a common equity Tier 1 capital ratio of 7.0%, (ii) a Tier 1 capital ratio of 8.5%, and (iii) a total capital ratio of 10.5%. The capital conservation buffer requirement was phased in beginning in January 2016 at 0.625% of risk-weighted assets and will increase by that amount each year until fully implemented in January 2019. An institution would be subject to limitations on paying dividends, engaging in share repurchases, and paying discretionary bonuses if its capital level falls below the buffer amount. These limitations establish a maximum percentage of eligible retained income that could be utilized for such actions.

The following tables summarize the Bank’s capital amounts and the ratios required:

 

     Actual     For capital
adequacy purposes
    To be well
capitalized under
prompt
corrective action
 
     Amount      Ratio     Amount      Ratio     Amount      Ratio  
     (Dollars in thousands)  

June 30, 2018

               

Common equity tier 1 risk-based capital

   $ 61,201        19.83   $ 13,886        4.50   $ 20,058        6.50

Tier 1 risk-based capital

     61,201        19.83     18,515        6.00     24,686        8.00

Total risk-based capital

     65,058        21.08     24,686        8.00     30,858        10.00

Tier 1 leverage

     61,201        11.19     21,871        4.00     27,338        5.00

June 30, 2017

               

Common equity tier 1 risk-based capital

   $ 59,928        20.65   $ 13,059        4.50   $ 18,863        6.50

Tier 1 risk-based capital

     59,928        20.65     17,412        6.00     23,216        8.00

Total risk-based capital

     63,566        21.90     23,216        8.00     29,020        10.00

Tier 1 leverage

     59,928        11.13     21,530        4.00     26,912        5.00

Dividends from the Bank are one of the major sources of funds for the Company. These funds aid the Company in payment of dividends to shareholders, expenses, and other obligations. Payment of dividends by the Bank to the Company is subject to various legal and regulatory limitations. Regulatory approval is required prior to the declaration of any dividends in excess of available retained earnings. The amount of dividends that may be declared without regulatory approval is further limited to the sum of net income for the current calendar year and retained net income for the preceding two years, less any required transfers to surplus or common stock. As of June 30, 2018, the Bank has received proper regulatory approval for any dividends paid to the Company in excess of regulatory limits.

 

38


Reconciliation of GAAP equity to regulatory capital is as follows for the Bank:

 

     June 30,  
     2018      2017  
     (In thousands)  

GAAP equity

   $ 61,691      $ 62,521  

Intangible assets, net

     (2,269      (2,219

Unrealized loss on securities available for sale

     3,038        852  

Disallowed deferred tax assets

     (1,259      (1,226
  

 

 

    

 

 

 

Tier 1 capital

     61,201        59,928  

General allowance for loan losses

     3,857        3,638  
  

 

 

    

 

 

 

Risk-based capital

   $ 65,058      $ 63,566  
  

 

 

    

 

 

 

NOTE 16 – INCOME TAXES

The components of the provision for income taxes are summarized as follows:

 

     For the year ended
June 30,
 
     2018      2017  
     (In thousands)  

Current tax expense:

     

Federal

   $ 308      $ 542  

State

     142        175  
  

 

 

    

 

 

 
     450        717  
  

 

 

    

 

 

 

Deferred tax expense:

     

Federal

     762        178  

State

     57        58  
  

 

 

    

 

 

 
     819        236  
  

 

 

    

 

 

 
   $ 1,269      $ 953  
  

 

 

    

 

 

 

 

39


The tax effect of temporary differences that give rise to significant portions of deferred tax assets and deferred tax liabilities at June 30, 2018 and 2017 are as follows:

 

     June 30,  
     2018      2017  
     (In thousands)  

Deferred tax assets arising from:

     

Loan loss allowance

   $ 963      $ 1,650  

Vacation and bonus accrual

     148        256  

Supplemental retirement

     198        318  

Stock-based compensation

     42        49  

Acquisition-related expenses

     56        98  

State depreciation differences

     50        51  

Yield adjustment for purchased loans

     78        165  

Nonaccrual interest

     13        93  

AMT credit carryforward

     1,259        1,226  

Unrealized loss in market value of investments

     991        548  

Merger fees

     112        —    
  

 

 

    

 

 

 

Total deferred tax assets

     3,910        4,454  
  

 

 

    

 

 

 

Deferred tax liabilities arising from:

     

Mortgage servicing rights

     (215      (294

Depreciation

     (92      (199

Deferred loan fees

     (326      (455

Amortization of intangible assets

     (190      (240
  

 

 

    

 

 

 

Total deferred tax liabilities

     (823      (1,188
  

 

 

    

 

 

 

Net deferred tax asset

   $ 3,087      $ 3,266  
  

 

 

    

 

 

 

The rate reconciliation is as follows:

 

     For the year ended
June 30,
 
     2018     2017  
     (In thousands)  

Federal income taxes at statutory rate

   $ 1,163     $ 1,496  

State taxes, net of federal benefit

     160       174  

Increase (decrease) in taxes resulting primarily from:

    

Non-taxable income on bank-owned life insurance

     (168     (212

Tax exempt income

     (545     (662

Expiration of stock options

     —         118  

Federal tax rate change

     683       —    

Other

     (24     39  
  

 

 

   

 

 

 
   $ 1,269     $ 953  
  

 

 

   

 

 

 

Effective tax rate

     30.01     21.66

The Company’s earnings for the year ended June 30, 2018 were negatively impacted by a one-time adjustment to the net deferred tax asset in the amount of $683,000 due to the effect of the tax law changes established by the Tax Cuts and Jobs Act (the “Act”), which was signed into law by the President on December 22, 2017. The Act reduced the federal corporate tax rate to 21%. This change required the Company to revalue its net deferred tax asset, which represents corporate tax benefits anticipated to be realized in the future. The reduction in the federal corporate tax rate reduces the tax benefits of the net deferred tax asset. While the one-time adjustment caused a reduction in after-tax net income for the year ended June 30, 2018, the reduction of the corporate income tax rate from 34% to 21% is expected to be favorable to the Company in future periods.

 

40


Retained earnings at June 30, 2018 and 2017, include approximately $749,000 related to the pre-1987 allowance for loan losses for which no deferred federal income tax liability has been recognized. These amounts represent an allocation of income to bad debt deductions for tax purposes only. If the Bank no longer qualifies as a bank, or in the event of a liquidation of the Bank, income would be created for tax purposes only, which would be subject to the then-current corporate income tax rate. The unrecorded deferred income tax liability on the above amount for financial statement purposes was approximately $157,000.

The Company accounts for uncertainty in tax positions under ASC 275-10-50-8. The Company had no unrecognized tax benefits as of June 30, 2018 and 2017. The Company recognized no interest and penalties on the underpayment of income taxes during the fiscal years ended June 30, 2018 and 2017 and had no accrued interest and penalties on the balance sheet as of June 30, 2018 and 2017. The Company has no tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly increase with the next twelve months. The Company is no longer subject to U.S. federal, state and local income tax examinations by tax authorities for tax years ending on or before June 30, 2014.

NOTE 17 – STOCK REPURCHASE PLAN

On May 18, 2015, the Company’s Board of Directors approved the repurchase of up to 231,571 shares of the Company’s outstanding common stock, which was approximately 5% of the Company’s outstanding shares as of May 18, 2015. Purchases were conducted solely through and based upon the parameters of a Rule 10b5-1 repurchase plan. As of June 30, 2016, all had been repurchased at a total cost of $3,367,000.

On November 6, 2015, United Community Bancorp entered into a Stock Repurchase Agreement with Stilwell Activist Fund, L.P., Stilwell Activist Investments, L.P. and Stilwell Partners, L.P. (collectively, the “Sellers”). Pursuant to the Stock Repurchase Agreement, the Company purchased 318,756 shares of its common stock, $0.01 par value, from the Sellers for an aggregate purchase price of $4,781,340, or $15.00 per share. The repurchase was funded with cash on hand and completed the 5% repurchase program mentioned above. Following the repurchase transaction, the Company had 4,201,326 shares of common stock outstanding.

On November 4, 2016, the Company’s Board of Directors approved the repurchase of up to 209,907 shares of the Company’s outstanding common stock, which was approximately 5% of the Company’s outstanding shares as of November 4, 2016. Purchases are being conducted solely through and based upon the parameters of Rule 10b5-1 repurchase plan. As of June 30, 2017, a total of 14,692 shares have been purchased at a total cost of $238,000. There were no repurchases in the year ending June 30, 2018.

NOTE 18 – COMPREHENSIVE INCOME RECLASSIFICATION ADJUSTMENT

The following information discloses the reclassification adjustments for each component of accumulated other comprehensive income, including the income statement line items that are affected as of June 30, 2018 (amounts in thousands):

 

Accumulated Other Comprehensive
Income Components

   Reclassification
Amount
   

Affected Line Item in the Consolidated
Statements of Income

Unrealized gains on securities available for sale

   $ (9   Gain on sale of investments
   $ 2     Tax expense
  

 

 

   

Total reclassifications for the period

   $ (7   Reclassification adjustment, net of tax
  

 

 

   

The following information discloses the reclassification adjustments for each component of accumulated other comprehensive income, including the income statement line items that are affected as of June 30, 2017:

 

Accumulated Other Comprehensive
Income Components

   Reclassification
Amount
   

Affected Line Item in the Consolidated
Statements of Income

Unrealized gains on securities available for sale

   $ (79   Gain on sale of investments
   $ 31     Tax expense
  

 

 

   

Total reclassifications for the period

   $ (48   Reclassification adjustment, net of tax
  

 

 

   

 

41


NOTE 19 – PARENT ONLY FINANCIAL STATEMENTS

The following condensed financial statements summarize the financial position of the Company (parent company only) as of June 30, 2018 and 2017, and the results of its operations and cash flows for the fiscal years ended June 30, 2018 and 2017 (all amounts in thousands):

UNITED COMMUNITY BANCORP

STATEMENTS OF FINANCIAL CONDITION

June 30, 2018 and 2017

 

     2018      2017  

ASSETS

     

Cash and cash equivalents

   $ 6,554      $ 6,261  

Securities available for sale – at estimated market value

     211        199  

Accrued interest receivable

     16        24  

Deferred income taxes

     1,371        1,230  

Prepaid expenses and other assets

     2,060        1,418  

Investment in United Community Bank

     61,691        62,521  
  

 

 

    

 

 

 
   $ 71,903      $ 71,653  
  

 

 

    

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

     

Other liabilities

   $ 267      $ 362  

Stockholders’ equity

     71,636        71,291  
  

 

 

    

 

 

 
   $ 71,903      $ 71,653  
  

 

 

    

 

 

 

UNITED COMMUNITY BANCORP

STATEMENTS OF OPERATIONS

June 30, 2018 and 2017

 

     2018     2017  

Interest income:

    

ESOP loan

   $ 40     $ 64  

Securities

     27       13  

Other income:

    

Other operating income

     1       1  

Equity in earnings of United Community Bank

     3,748       3,656  
  

 

 

   

 

 

 

Net revenue

     3,816       3,734  

Operating expenses:

    

Other operating expenses

     1,185       415  
  

 

 

   

 

 

 

Income before income taxes

     2,631       3,319  

Income tax benefit

     (328     (128
  

 

 

   

 

 

 

Net income

   $ 2,959     $ 3,447  
  

 

 

   

 

 

 

 

42


UNITED COMMUNITY BANCORP

STATEMENTS OF CASH FLOWS

June 30, 2018 and 2017

 

     2018     2017  

Operating activities:

    

Net income

   $ 2,959     $ 3,447  

Adjustments to reconcile net income to net cash provided by operating activities:

    

Equity in earnings of United Community Bank

     (3,748     (3,656

Shares committed to be released

     277       451  

Stock-based compensation

     430       248  

Deferred income taxes

     (145     (343

Effects of change in assets and liabilities

     (729     760  

Dividends received from United Community Bank

     2,695       2,617  
  

 

 

   

 

 

 

Net cash provided by operating activities

     1,739       3,524  
  

 

 

   

 

 

 

Financing activities:

    

Repurchases of common stock

     —         (273

Proceeds from exercise of stock options

     186       255  

Dividends paid to stockholders

     (1,632     (1,092
  

 

 

   

 

 

 

Net cash used in financing activities

     (1,446     (1,110
  

 

 

   

 

 

 

Net increase in cash and cash equivalents

     293       2,414  

Cash and cash equivalents at beginning of year

     6,261       3,847  
  

 

 

   

 

 

 

Cash and cash equivalents at end of year

   $ 6,554     $ 6,261  
  

 

 

   

 

 

 
     Years Ended  
     June 30,  
     2018     2017  
     (In thousands)  

Supplemental disclosure of non-cash investing and financing activities is as follows:

    

Unrealized losses on securities designated as available for sale, net of tax

   $ 8     $ 19  

Restricted stock and stock option exercise windfall

   $ 80     $ 39  

Transfer of 2006 restricted stock to treasury

   $ 62     $ —    

 

43


NOTE 20 – QUARTERLY FINANCIAL DATA (UNAUDITED)

The following tables present quarterly financial information for the Company for 2018 and 2017:

 

     For the year ended June 30, 2018  
     (In thousands)  
     Fourth
quarter
     Third
quarter
     Second
quarter
     First
quarter
 

Interest income

   $ 4,497      $ 4,433      $ 4,356      $ 4,365  

Interest expense

     723        575        581        653  
  

 

 

    

 

 

    

 

 

    

 

 

 

Net interest income

     3,774        3,858        3,775        3,712  

Provision for loan losses

     59        7        9        14  
  

 

 

    

 

 

    

 

 

    

 

 

 

Net interest income after provision for loan losses

     3,715        3,851        3,766        3,698  
  

 

 

    

 

 

    

 

 

    

 

 

 

Noninterest income

     1,228        1,102        1,137        1,100  

Noninterest expense

     3,902        4,220        3,492        3,755  
  

 

 

    

 

 

    

 

 

    

 

 

 

Income before income taxes

     1,041        733        1,411        1,043  

Provision for income taxes

     152        22        914        181  
  

 

 

    

 

 

    

 

 

    

 

 

 

Net income

   $ 889      $ 711      $ 497      $ 862  
  

 

 

    

 

 

    

 

 

    

 

 

 
     For the year ended June 30, 2017  
     (In thousands)  
     Fourth
quarter
     Third
quarter
     Second
quarter
     First
quarter
 

Interest income

   $ 4,206      $ 4,083      $ 3,948      $ 3,943  

Interest expense

     561        533        550        625  
  

 

 

    

 

 

    

 

 

    

 

 

 

Net interest income

     3,645        3,550        3,398        3,318  

Provision for (recovery of) loan losses

     12        11        15        17  
  

 

 

    

 

 

    

 

 

    

 

 

 

Net interest income after provision for (recovery of) loan losses

     3,633        3,539        3,383        3,301  
  

 

 

    

 

 

    

 

 

    

 

 

 

Noninterest income

     1,176        1,035        1,277        1,308  

Noninterest expense

     3,511        3,417        3,662        3,662  
  

 

 

    

 

 

    

 

 

    

 

 

 

Income before income taxes

     1,298        1,157        998        947  

Provision for income taxes

     311        219        258        165  
  

 

 

    

 

 

    

 

 

    

 

 

 

Net income

   $ 987      $ 938      $ 740      $ 782  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

44