SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------
FORM 10-Q
(Mark One)
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 000-23667
HOPFED BANCORP, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 61-1322555
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2700 Fort Campbell Boulevard, Hopkinsville, Kentucky 42240
- ---------------------------------------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (270) 885-1171
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past ninety days. Yes x No
As of June 30, 1999, 4,098,162 shares of Common Stock were issued and
outstanding.
<PAGE>
CONTENTS
PAGE
----
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Statements of Financial Condition as of June 30, 1999
and December 31, 1998...................................... 2
Consolidated Statements of Income for the Three-Month and Six-Month
Periods Ended June 30, 1999 and 1998....................... 3
Consolidated Statements of Comprehensive Income for the Three-Month
and Six-Month Periods Ended June 30, 1999 and 1998......... 4
Consolidated Statements of Cash Flows for the Six-Month
Periods Ended June 30, 1999 and 1998....................... 5
Notes to Unaudited Condensed Financial Statements................... 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations................................. 7
Item 3. Quantitative and Qualitative Disclosures About
Market Risk........................................................ 13
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders................. 13
Item 5: Other Information................................................... 14
SIGNATURES................................................................... 15
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
HOPFED BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
<TABLE>
<CAPTION>
June 30, December 31,
ASSETS 1999 1998
---- ----
(Unaudited)
(In thousands)
<S> <C> <C>
Cash and due from banks ................................. $ 1,480 $ 1,905
Interest-bearing deposits in Federal
Home Loan Bank ("FHLB") ............................... 1,290 214
Federal funds sold ...................................... 9,346 9,685
Investment securities available for sale ................ 80,649 68,139
Investment securities held to maturity
(Estimated market values of $11,099 and
$27,634 at June 30, 1999 and
December 31, 1998, respectively) ..................... 11,255 27,354
Loans receivable, net ................................... 111,861 108,807
Accrued interest receivable ............................. 847 1,157
Premises and equipment, net ............................. 2,530 2,546
Other assets ............................................ 730 225
--------- ---------
Total assets ................................... $ 219,988 $ 220,032
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Deposits .............................................. $ 154,913 $ 154,816
Federal income taxes .................................. 2,704 3,269
Advance payments from borrowers for taxes and insurance 266 166
Other liabilities ..................................... 1,041 648
--------- ---------
Total liabilities .............................. 158,924 158,899
--------- ---------
Shareholders' Equity:
Common stock .......................................... 41 40
Additional paid in capital ............................ 41,114 39,546
Retained earnings, substantially restricted ........... 18,438 18,984
Unallocated ESOP shares ............................... (2,884) (2,933)
Accumulated other comprehensive income ................ 4,355 5,496
--------- ---------
Total shareholders' equity ..................... 61,064 61,133
--------- ---------
Total liabilities and shareholders' equity .. $ 219,988 $ 220,032
========= =========
</TABLE>
See accompanying Notes to Unaudited Condensed Financial Statements.
2
<PAGE>
HOPFED BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
For the Three Months For the Six Months
Ended June 30, Ended June 30,
--------------------------- ------------------------
1999 1998 1999 1998
---- ---- ---- ----
(Dollars in thousands, except per share data)
Interest income:
<S> <C> <C> <C> <C>
Interest on loans ..................... $ 2,079 $ 2,050 $ 4,172 $ 4,092
Interest and dividends on investments . 1,103 1,119 2,303 2,217
Time deposit interest income .......... 323 423 531 1,600
----------- ----------- ----------- -----------
Total interest income ........... 3,505 3,592 7,006 7,909
Interest expense:
Interest on deposits .................. 1,763 1,883 3,537 4,292
----------- ----------- ----------- -----------
Net interest income ........................ 1,742 1,709 3,469 3,617
Provision for loan losses .................. 5 5 10 10
----------- ----------- ----------- -----------
Net interest income after provision
for loan losses ....................... 1,737 1,704 3,459 3,607
----------- ----------- ----------- -----------
Noninterest income:
Loan and other service fees ........... 117 129 219 243
Other, net ............................ 19 17 30 38
----------- ----------- ----------- -----------
Total noninterest income .......... 136 146 249 281
----------- ----------- ----------- -----------
Noninterest expenses:
Salaries and benefits ................. 2,336 355 2,960 706
Federal insurance premium ............. 22 49 46 78
Occupancy expense, net ................ 47 47 94 87
Data processing ....................... 28 27 65 55
Other operating expenses .............. 229 144 378 274
----------- ----------- ----------- -----------
Total noninterest expenses ........ 2,662 622 3,543 1,200
----------- ----------- ----------- -----------
Income (loss) before income taxes .......... (789) 1,228 165 2,688
Income tax expense (recovery) .............. (212) 434 149 925
----------- ----------- ----------- -----------
Net income (loss) .......................... (577) 794 16 $ 1,763
=========== =========== =========== ===========
Basic net income (loss) per share .......... $ (.15) $ .21 $ .00 $ .48
Diluted net income (loss) per share ........ $ (.15) $ .21 $ .00 $ .48
Dividends per share ........................ $ .075 $ -- $ .15 $ --
=========== =========== =========== ===========
Weighted Average:
Common Shares ......................... 4,068,376 $ 4,033,625 4,051,096 $ 4,033,625
Less: unallocated ESOP Shares ......... 288,426 322,690 288,426 322,690
----------- ----------- ----------- -----------
$ 3,779,950 $ 3,710,935 $ 3,762,670 $ 3,710,935
=========== =========== =========== ===========
</TABLE>
See accompanying Notes to Unaudited Condensed Financial Statements.
3
<PAGE>
HOPFED BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
For the Three Months For the Six Months
Ended June 30 Ended June 30
---------------------------- -----------------------------
1999 1998 1999 1998
------------- ---------- ------------- -----------
(In Thousands)
<S> <C> <C> <C> <C>
Net income (loss) ($577) $ 794 $ 16 $ 1,763
Other comprehensive income, net of tax (527) (1,141)
Unrealized holding gains (losses) arising 0 434
during period net of tax effect of ($271)
and $0 for the three months ended June 30, 1999
and 1998, respectively, and ($588) and $236
for the six months ended June 30, 1999
and 1998, respectively
Less:reclassification adjustment for gains
included in net income 0 0 0 0
-------- --------- --------- ---------
Comprehensive income (loss) ($1,104) $ 794 ($1,125) $ 2,197
======== ========= ========= =========
</TABLE>
See accompanying Notes to Unaudited Condensed Financial Statements
4
<PAGE>
HOPFED BANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
For the Six Months Ended
June 30,
-------------------------
1999 1998
---- ----
(In thousands)
Cash flows from operating activities:
<S> <C> <C>
Net income ............................................ $ 16 $ 1,763
Adjustments to reconcile net income to net cash
provided by operating activities:
Provision for loan losses ............................. 10 10
Provision for depreciation ............................ 57 46
FHLB stock dividend ................................... (65) (63)
Accretion of investment security discounts ............ (52) (11)
Amortization of investment security premiums .......... 17 --
Unallocated ESOP shares ............................... 58 --
MRP Shares ............................................ 1,291 --
(Increase) decrease in
Accrued interest receivable ........................... 310 (57)
Other assets .......................................... (505) 303
Increase (decrease) in:
Current income taxes payable .......................... -- (183)
Deferred income taxes ................................. 22 6
Accrued expenses and other liabilities ................ 613 (674)
--------- ---------
Net cash provided by operating activities ............. 1,772 1,140
--------- ---------
Cash flows from investing activities:
Net decrease in interest earning deposits
in FHLB ........................................... (1,076) 3,923
Net decrease in federal funds sold .................... 339 130,120
Proceeds from maturities of held-to-maturity securities 16,103 16,309
Proceeds from sale of available-for-sale securities ... 22,534 4,943
Purchases of available-for-sale securities ............ (36,678) (26,926)
Proceeds from sale of equipment ....................... -- 7
Net increase in loans ................................. (3,065) (1,403)
Purchases of premises/equipment ....................... (40) (205)
--------- ---------
Net cash provided (used) in investing activities ...... (1,883) 126,768
--------- ---------
Cash flows from financing activities:
Net increase (decrease) in demand deposits ............ 2,528 (148,687)
Net decrease in time deposits ......................... (2,431) (15,399)
Increase in advance payments by
borrowers for taxes and insurance ................. 101 159
Net proceeds from issuance of stock ................... -- 36,188
Net dividends paid .................................... (560) --
Payment on loan to ESOP ............................... 48 --
--------- ---------
Net cash used in financing activities ................. (314) (127,739)
--------- ---------
Increase (decrease) in cash and cash equivalents ........... (425) 169
Cash and cash equivalents, beginning of period ............. 1,905 1,264
--------- ---------
Cash and cash equivalents, end of period ................... 1,480 1,433
========= =========
Supplemental disclosures of cash flow information
Cash paid for income taxes ............................ $ 600 $ 910
========= =========
Cash paid for interest ................................ $ 3,536 $ 4,789
========= =========
</TABLE>
See accompanying Notes to Unaudited Condensed Financial Statements.
5
<PAGE>
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
HopFed Bancorp, Inc. (the "Company") was formed at the direction of
Hopkinsville Federal Savings Bank (the "Bank") to become the holding
company of the Bank upon the conversion of the Bank from a federally
chartered mutual savings bank to a federally chartered stock savings
bank. The conversion was consummated on February 6, 1998. The Company's
primary assets are the outstanding capital stock of the converted Bank,
a portion of the net proceeds of the conversion, and a note receivable
from the Company's Employee Stock Ownership Plan, and its sole business
is that of the converted Bank and the investment of funds held by it.
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles ("GAAP") for
interim financial information and with the instructions to Form 10-Q
and Article 10 of Regulation S-X. Accordingly, they do not include all
of the information and footnotes required by GAAP for complete
financial statements. In the opinion of management, all adjustments
(consisting of only normal recurring accruals) necessary for fair
presentation have been included. The results of operations and other
data for the six month period ended June 30, 1999 are not necessarily
indicative of results that may be expected for the entire fiscal year
ending December 31, 1999.
The accompanying unaudited financial statements should be read in
conjunction with the Consolidated Financial Statements and the Notes
thereto included in the Company's Annual Report on Form 10-K for the
year ended December 31, 1998. The accounting policies followed by the
Company are set forth in the Summary of Significant Accounting Policies
in the Company's December 31, 1998 Consolidated Financial Statements.
2. PENDING ACCOUNTING PRONOUNCEMENTS
The Financial Accounting Standards Board ("FASB") has issued Statement
of Financial Standards No. 133, "Accounting for Derivative Instruments
and for Hedging Activities." The Statement requires derivatives to be
recorded in the balance sheet as either an asset or liability measured
at its fair value. The Statement also requires that changes in the
derivatives' fair values be recognized currently in earnings unless
specific hedge accounting criteria are met. As amended by Statement of
Financial Standards No. 137, this statement is effective for fiscal
years beginning after June 15, 2000 (prospectively) and is not expected
to have a material effect on the Company's financial statements.
In October 1998, the FASB issued Statement of Financial Accounting
Standards No. 134, "Accounting for Mortgage-Backed Securities Retained
after the Securitization of Mortgage Loans Held for Sale by a Mortgage
Banking Enterprise" ("SFAS 134"), an amendment of FASB Statement No.
65. SFAS 134 requires that after an entity securitizes mortgage loans
held for sale, it must classify the resulting retained mortgage-backed
securities or other retained interests based on its ability and intent
to sell or hold those investments. However, a mortgage banking
enterprise must classify as trading any retained mortgage-backed
securities that it commits to sell before or during the securitization
process. SFAS 134
6
<PAGE>
conforms (1) the accounting for securities that have been retained
after the securitization of mortgage loans by a mortgage banking
enterprise with (2) the accounting for securities that have been
retained after the securitization of other types of assets by a
non-mortgage banking enterprise. This Statement is effective for the
first fiscal quarter after December 15, 1998. However, since the
Company and the Bank do not securitize mortgage loans, the Company
does not anticipate any financial statement impact from adopting this
Statement.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
COMPARISON OF FINANCIAL CONDITION AT JUNE 30, 1999 AND DECEMBER 31, 1998
Total assets were $220.0 million at each of December 31, 1998 and June 30,
1999. Federal funds sold decreased from $9.7 million at December 31, 1998, to
$9.3 million at June 30, 1999. Securities held to maturity declined $16.1
million due to various issues maturing. At June 30, 1999, a substantial portion
of these funds had been reinvested in securities available for sale, which
increased $12.5 million, and net loans receivable, which increased by $3.0
million.
At June 30, 1999, deposits increased to $154.9 million from $154.8 million
at December 31, 1998, a net increase of $100,000. The average cost of deposits
for the three and six months ended June 30, 1999 was 4.62% and 4.64%,
respectively, compared to 4.65% for the year ended December 31, 1998. Management
continually evaluates the investment alternatives available to customers and
adjusts the pricing on deposit products to more actively manage the funding
costs while remaining competitive in the Bank's market area.
The loan portfolio increased by $806,000 and $3.1 million during the three
and six months ended June 30, 1999, respectively. Net loans totaled $111.9
million and $108.8 million at June 30, 1999 and December 31, 1998, respectively.
The increase in the loan activity during the three and six months ended June 30,
1999 was primarily due to efforts to increase loan originations using funds
currently held in investment securities. For the three and six months ended June
30, 1999, the average yield on loans was 7.51% and 7.58%, respectively, compared
to 7.82% for the year ended December 31, 1998.
At June 30, 1999, investments classified as "held to maturity" were carried
at an amortized cost of $11.3 million and had an estimated fair market value of
$11.1 million, and securities classified as "available for sale" had an
estimated fair market value of $80.6 million, including Federal Home Loan
Mortgage Corporation ("FHLMC") stock with an estimated fair market value of $7.0
million, compared to $8.0 million at December 31, 1998. See "--Subsequent Event"
below.
The allowance for loan losses totaled $268,000 at June 30, 1999, an
increase of $10,000 from the allowance of $258,000 at December 31, 1998. The
ratio of the allowance for loan losses to loans was 24% at each of June 30, 1999
and December 31, 1998. At June 30, 1999, non-performing loans were $635,000, or
.57% of total loans, compared to non-performing loans of $287,000, or .26% of
total loans, at December 31, 1998, and the ratio of allowance for loan losses to
non-performing loans at June 30, 1999 and December 31, 1998 was 237% and 90%,
respectively. The determination of the allowance for loan losses is based on
management's
7
<PAGE>
analysis, performed on a quarterly basis. Various factors are considered,
including the market value of the underlying collateral, growth and composition
of the loan portfolio, the relationship of the allowance for loan losses to
outstanding loans, historical loss experience, delinquency trends and prevailing
economic conditions. Although management believes its allowance for loan losses
is adequate, there can be no assurance that additional allowances will not be
required or that losses on loans will not be incurred. Minimal losses on loans
have been incurred in prior years.
COMPARISON OF OPERATING RESULTS FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998
NET INCOME. Net income for the six months ended June 30, 1999 was $16,000,
compared to net income of $1.8 million for the six months ended June 30, 1998.
The decrease in net earnings for the six months resulted primarily from
additional compensation expense of $1.6 million resulting from additional
employee benefits which were approved at the 1999 Annual Meeting of
Stockholders. Excluding such compensation expense, for the six months ended June
30, 1999, net income would have been approximately $1.6 million. The decrease
was also attributable to a decrease in time deposit interest income due to the
elimination of net earnings on subscription funds received in the conversion to
stock form.
NET INTEREST INCOME. Net interest income for the six months ended June 30,
1999 was $3.5 million, compared to $3.6 million for the six months ended June
30, 1998. The decrease in net interest income for the six months ended June 30,
1999 was primarily due to the elimination of net earnings on subscription funds
received in the conversion. For the six months ended June 30, 1999, the Bank's
average yield on total interest-earning assets was 6.53%, compared to 6.18% for
the six months ended June 30, 1998, and its average cost of interest-bearing
liabilities was 4.64% for the six months ended June 30, 1999, compared to 4.08%
for the six months ended June 30, 1998. As a result, the Bank's interest rate
spread for the six months ended June 30, 1999 was 1.89%, compared to 2.10% for
the six months ended June 30, 1998, and its net yield on interest-earning assets
was 3.23% for the six months ended June 30, 1999, compared to 2.83% for the six
months ended June 30, 1998.
INTEREST INCOME. Interest income decreased by $900,000, from $7.9 million
to $7.0 million, or by 11.4%, during the six months ended June 30, 1999 compared
to the same period in 1998. This decrease primarily resulted from elimination of
subscription funds received in the conversion. The average balance of securities
held to maturity declined $24.7 million, from $41.6 million at June 30, 1998 to
$16.9 million at June 30, 1999. In addition, average time deposits and other
interest-earning cash deposits decreased $57.2 million, from $72.1 million at
June 30, 1998 to $14.9 million at June 30, 1999. Overall, average total
interest-earning assets decreased $41.5 million, or 16.2%, from June 30, 1998 to
June 30, 1999. The ratio of average interest-earning assets to average
interest-bearing liabilities increased from 121.64% for the six months ended
June 30, 1998 to 140.80% for the six months ended June 30, 1999.
INTEREST EXPENSE. Interest expense decreased $755,000, or 17.6%, to $3.5
million for the six months ended June 30, 1999, compared to $4.3 million for the
same period in 1998. The decrease was primarily attributable to the interest of
approximately $400,000 which was paid in 1998 on subscriptions for common stock
in the conversion. The average cost of average interest-bearing deposits
increased from 4.08% at June 30, 1998 to 4.64% at June 30, 1999. Over the same
period, the average balance of deposits decreased $1.9 million, from $154.3
million at June 30, 1998 to $152.4 million at June 30, 1999, or 1.23%.
8
<PAGE>
PROVISION FOR LOAN LOSSES. The allowance for loan losses is established
through a provision for loan losses based on management's evaluation of the risk
inherent in its loan portfolio and the general economy. Such evaluation
considers numerous factors including, general economic conditions, loan
portfolio composition, prior loss experience, the estimated fair value of the
underlying collateral and other factors that warrant recognition in providing
for an adequate loan loss allowance. The Bank determined that an additional
$10,000 provision for loan losses was required for the six months ended June 30,
1999.
NON-INTEREST EXPENSES. There was a $2.3 million increase in total
non-interest expenses in the six months ended June 30, 1999 compared to the same
period in 1998, primarily due to a $2.3 million increase in salaries and
benefits.
INCOME TAXES. The Bank's effective tax rate for the six months ended June
30, 1999 was 90.3%, compared to 34.4% for the same period in 1998. The
abnormally high effective tax rate for the six months ended June 30, 1999, was
attributable to $277,000 of expenses being non-deductible for tax purposes. The
decrease in income tax expense of $776,000 in the six month period compared to
the same period in 1998 was primarily due to a decrease of $2.5 million in
income before income taxes.
COMPARISON OF OPERATING RESULTS FOR THE THREE MONTHS ENDED JUNE 30, 1999 AND
1998
NET INCOME. Net loss for the three months ended June 30, 1999 was $577,000,
compared to net income of $794,000 for the three months ended June 30, 1998. The
decrease in net earnings for the three months resulted primarily from additional
compensation expense resulting from additional employee benefits which were
approved at the 1999 Annual Meeting of Stockholders.
NET INTEREST INCOME. Net interest income for each of the three months ended
June 30, 1999 and June 30, 1998 was $1.7 million. For the three months ended
June 30, 1999, the average yield on total interest-earning assets was 6.53%,
compared to 6.69% for the three months ended June 30, 1998, and its average cost
of interest-bearing liabilities was 4.62% for the three months ended June 30,
1999, compared to 4.81% for the three months ended June 30, 1998. As a result,
the interest rate spread for the three months ended June 30, 1999 was 1.91%,
compared to 1.88% for the three months ended June 30, 1998, and its net yield on
interest-earning assets was 3.25% for the three months ended June 30, 1999,
compared to 3.19% for the three months ended June 30, 1998.
INTEREST INCOME. Interest income decreased by $87,000, from $3.6 million to
$3.5 million, or by 2.42%, during the three months ended June 30, 1999 compared
to the same period in 1998. The average balance of securities held to maturity
declined $24.8 million, from $36.5 million at June 30, 1998 to $11.7 million at
June 30, 1999. While the average balance of securities available for sale
increased $31.2 million, from $43.8 million at June 30, 1998 to $74.9 million at
June 30, 1999, average time deposits and other interest-earning cash deposits
decreased $12.3 million, from $29.7 million at June 30, 1998 to $17.4 million at
June 30, 1999. The average balance of loans receivable at June 30,1999 was
$110.7 million, an increase of $3.0 million from the average balance at June 30,
1998. Overall, average total interest-earning assets increased $88,000, from
June 30, 1998 to June 30, 1999. The ratio of average interest-earning assets to
average interest-
9
<PAGE>
bearing liabilities increased from 137.25% for the three months ended June 30,
1998 to 140.77% for the three months ended June 30, 1999.
INTEREST EXPENSE. Interest expense decreased $119,000, or 6.32%, to $1.8
million for the three months ended June 30, 1999, compared to $1.9 million for
the same period in 1998. The average cost of average interest-bearing deposits
decreased from 4.81% at June 30, 1998 to 4.62% at June 30, 1999. Over the same
period, the average balance of deposits decreased $3.8 million, from $156.4
million at June 30, 1998 to $152.6 million at June 30, 1999, or 2.43%.
PROVISION FOR LOAN LOSSES. The Bank determined that an additional $5,100
provision for loan losses was required for the three months ended June 30, 1999,
compared to an additional $5,100 provision for the three months ended June 30,
1998.
NON-INTEREST EXPENSES. There was a $2.0 million increase in total
non-interest expenses in the three months ended June 30, 1999 compared to the
same period in 1998, primarily due to a $2.0 million increase in salaries and
benefits.
INCOME TAXES. The effective tax rate for the three months ended June 30,
1999 was 26.9%, compared to 35.3% for the same period in 1998. The decrease in
income tax expense of $646,000 in the three-month period compared to the same
period in 1998 was primarily due to a $2.0 million decrease in income.
LIQUIDITY AND CAPITAL RESOURCES.
The Company has no business other than that of the Bank and investing the
net conversion proceeds retained by it. Management believes that the net
conversion proceeds retained by the Company (approximately $16.7 million),
earnings on such proceeds and principal and interest payments on the ESOP loan,
together with dividends that may be paid by the Bank to the Company, will
provide sufficient funds for its initial operations and liquidity needs .
However, no assurance can be given that the Company will not have a need for
additional funds in the future. The Bank is subject to certain regulatory
limitations with respect to the payment of dividends to the Company.
The Bank's principal sources of funds for operations are deposits from its
primary market areas, principal and interest payments on loans, proceeds from
maturing investment securities and the net conversion proceeds received by it.
The principal uses of funds by the Bank include the origination of mortgage and
consumer loans and the purchase of investment securities.
The Bank is required by current federal regulations to maintain specified
liquid assets of at least 5% of its net withdrawable accounts plus short-term
borrowings. Short-term liquid assets (those maturing in one year or less) may
not be less than 1% of the Bank's liquidity base. At June 30, 1999, the Bank met
all regulatory liquidity requirements, and management believes that the
liquidity levels maintained are adequate to meet potential deposit outflows,
loan demand and normal operations.
The Bank must satisfy three capital standards: a ratio of core capital to
adjusted total assets of 4.0%, a tangible capital standard expressed as 1.5% of
total adjusted assets, and a combination of core and "supplementary" capital
equal to 8.0% of risk-weighted assets. At June 30, 1999, the
10
<PAGE>
Bank exceeded all regulatory capital requirements. The table below presents
certain information relating to the Bank's capital compliance at June 30, 1999.
Amount Percent
------ -------
(Dollars in thousands)
Tangible Capital . . . . . . . . . . $ 37,030 18.63%
Core Capital . . . . . . . . . . . . 37,030 18.63
Risk-Based Capital . . . . . . . . . 37,297 49.35
At June 30, 1999, the Bank had outstanding commitments to originate loans
totaling $1.1 million. Management believes that the Bank's sources of funds are
sufficient to fund all of its outstanding commitments. Certificates of deposits
which are scheduled to mature in one year or less from June 30, 1999 totaled
$73.7 million. Management believes that a significant percentage of such
deposits will remain with the Bank.
THE YEAR 2000 PROBLEM
The Company is aware of the current concerns throughout the business
community of reliance upon computer software that does not properly recognize
the Year 2000 in date formats, often referred to as the "Year 2000 Problem." The
Year 2000 Problem is the result of software being written using two digits
rather than four digits to define the applicable year (i.e., "98" rather than
"1998"). A failure by a business to properly identify and correct a Year 2000
Problem in its operations could result in system failures or miscalculations. In
turn, this could result in disruptions of operations, including among other
things a temporary inability to process transactions, or otherwise engage in
routine business transactions on a day-to-day basis.
Operations of the Company depend on the successful operation on a daily
basis of its computer systems and a third party service bureau's equipment and
software. In its analysis of these systems, equipment and software, a plan of
action has been put in place by the Bank to minimize its risk exposure to the
Year 2000 Problem. As part of the plan, an oversight committee has been set up
to monitor Year 2000 compliance.
The Company's service provider has successfully completed the renovation of
its equipment as well as Phase One and Phase Two of its proxy tests involving
the participation of member institutions transmitting within a test institution
created for this purpose. Phase Three of these tests was completed in April
1999. Institution transmission tests were held in November 1998 with
satisfactory results. The service provider has contracted with a recovery site
in Philadelphia to cover Year 2000 contingencies and conducted Business Recovery
Tests in April to ensure proper transmission with member institutions. The
service provider believes its systems and equipment will be well prepared for
the Year 2000 Problem.
The Company has completed its renovation of computer equipment, assessment
of mission-critical systems, review of tests, and contingency planning. Due to
its preparations and the preparations of its service provider, a high level of
confidence exists within the management of the Company that disruptions to
normal business operations due to the Year 2000 Problem will be minimal.
However, the risk of system failures cannot be eliminated. Also, the Company
cannot guarantee the performance of third parties as to which it has material
relationships.
11
<PAGE>
As of June 30, 1999, the Company had incurred approximately $40,000 in
direct compliance costs associated with the Year 2000 Problem. The Company
estimates that $45,000 will approximate total direct compliance costs through
the Year 2000. The Company does not separately track internal costs incurred for
Year 2000 compliance, such costs are principally related to payroll
expenditures. Funding for such costs has been and will be derived from normal
operating cash flow.
BENEFIT PLANS
The Board of Directors of the Company has adopted the HopFed Bancorp, Inc.
1999 Stock Option Plan (the "Option Plan") and the HopFed Bancorp, Inc.
Management Recognition Plan (the "MRP"), both of which were approved at the 1999
Annual Meeting of Stockholders. Under the Option Plan, the option committee has
discretionary authority to grant stock options and stock appreciation rights to
such employees, directors and advisory directors as the committee shall
designate. The Option Plan reserves 403,362 shares of Common Stock for issuance
upon the exercise of options or stock appreciation rights. Under the MRP, up to
161,345 shares of Common Stock may be awarded to selected directors and
employees. Neither the Company nor the Bank will receive any monetary
consideration for the granting of awards under the Option Plan and the MRP. The
Company will receive the exercise price for shares of Common Stock issued to
Option Plan participants upon the exercise of their option, and will receive no
monetary consideration upon the exercise of stock appreciation rights. The Board
of Directors has granted options to purchase 403,360 shares of Common Stock
under the Option Plan at an exercise price of $20.75 per share, which was the
fair market value on the date of the grant. The options granted to participants
will become vested and exercisable as follows: 50% on date of grant and 50% on
January 1, 2000 (subject to immediate vesting upon certain events, including
death or normal retirement of participant.) The Board of Directors has awarded
161,342 shares of Common Stock under the MRP. Under applicable accounting
standards, the Company recognizes compensation expense of $20.00 per share,
which was the fair market value of the Common Stock, with such amount being
amortized over the expected vesting period for the awards. The MRP provides for
the following vesting schedule: 33-1/3% at date of awards; 33-1/3% on January 1,
2000 and 33-1/3% on January 1, 2001 (subject to immediate vesting upon certain
events, including death or normal retirement of recipient).
SUBSEQUENT EVENT
On August 5, 1999, the Bank sold 100% of its FHLMC stock portfolio (123,072
shares) in open market transactions and realized an after-tax gain on such sales
of approximately $4.3 million. The FHLMC stock had been recorded at its fair
market value with the associated unrealized gains recorded in the Company's net
worth. The sales were undertaken in recognition that the FHLMC stock had
appreciated significantly over the last several years. Although the FHLMC has
benefited from higher levels of mortgage loans fostered by lower interest rates
in recent years, as a result of the current uncertainty over the direction of
interest rates and an apparent slowing of mortgage loan originations in general,
the Company believes that the FHLMC stock will be subject to future adverse
market pressures. Additionally, the FHLMC is under increasing pressure to expand
its role in promoting low income housing, which the Company believes may also
depress the market value of the FHLMC stock. Since December 31, 1998, the Bank's
FHLMC stock portfolio declined in
12
<PAGE>
value approximately 17%. The Bank intends to invest the proceeds of these sales
in higher yielding investments.
FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements.
Additional written or oral forward-looking statements may be made by the Company
from time to time in filings with the Securities and Exchange Commission or
otherwise. The words "believe," "expect," "seek," and "intend" and similar
expressions identify forward-looking statements, which speak only as of the date
the statement is made. Such forward-looking statements are within the meaning of
that term in Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. Such statements may
include, but are not limited to, projections of income or loss, expenditures,
acquisitions, plans for future operations, financing needs or plans relating to
services of the Company, as well as assumptions relating to the foregoing.
Forward-looking statements are inherently subject to risks and uncertainties,
some of which cannot be predicted or quantified. Future events and actual
results could differ materially from those set forth in, contemplated by or
underlying the forward-looking statements.
The Company does not undertake, and specifically disclaims, any obligation
to publicly release the results of revisions which may be made to
forward-looking statements to reflect the occurrence of anticipated or
unanticipated events or circumstances after the date of such statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company monitors whether material changes in market risk have occurred
since year-end. The Company does not believe that material changes in market
risk exposures occurred during the three months ended June 30, 1999.
13
<PAGE>
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On May 12, 1999, the Company held its Annual Meeting of Stockholders at
which the following matters were considered and voted on:
Proposal I - Election of Directors:
Nominees For Withheld
- -------- --- --------
Boyd M. Clark 2,896,408 57,565
John Noble Hall, Jr. 2,889,308 64,665
There were no abstentions or broker non-votes.
Proposal II - Approval of the HopFed Bancorp, Inc. 1999 Stock Option Plan:
For Against Abstain
--- ------- -------
1,708,117 254,050 32,672
There were 961,884 broker non-votes.
Proposal III - Approval of the HopFed Bancorp, Inc. 1999 Management Recognition
Plan:
For Against Abstain
--- ------- -------
1,617,271 332,913 44,655
There were 961,884 broker non-votes.
ITEM 5. OTHER INFORMATION
On June 18, 1999, the Company announced that the Board of Directors had
elected Gilbert E. Lee and Harry J. Dempsey, M.D. as directors of the Company.
The Board determined to increase the size of the Board to eight members and
elect Mr. Lee and Dr. Dempsey because of the recent deaths of John Noble Hall,
Jr. and Chester K. Wood. Mr. Lee and Dr. Dempsey were also elected as directors
of the Bank.
14
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
HOPFED BANCORP, INC.
Date: August 9, 1999 /s/ Bruce Thomas
--------------------------------------------------
Bruce Thomas
President and Chief Executive Officer
Date: August 9, 1999 /s/ Peggy R. Noel
--------------------------------------------------
Peggy R. Noel
Executive Vice President, Chief Financial
Officer and Chief Operations Officer
15
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