HOPFED BANCORP INC
10-Q, 1999-05-17
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                       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 March 31, 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:  (502) 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 March 31,  1999,  4,033,625  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 March 31, 1999
                  and December 31, 1998...................................    2

         Consolidated Statements of Income for the Three-Month
                  Periods Ended March 31, 1999 and March 31, 1998.........    3

         Consolidated Statements of Comprehensive Income for
                  the Three-Month Periods Ended March 31, 1999 and 1998...    4

         Consolidated Statements of Cash Flows for the Three-Month
                  Periods Ended March 31, 1999 and March 31, 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.............................................   11

SIGNATURES................................................................   12

                                       1
<PAGE>
                          PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                              HOPFED BANCORP, INC.
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
<TABLE>
<CAPTION>

                                                                      March 31,            December 31,
                           ASSETS                                        1999                  1998
                                                                 -------------------    ------------------
                                                                     (Unaudited)
                                                                               (In thousands)

<S>                                                                <C>                    <C>       
Cash and due from banks.................................           $     1,698            $    1,905
Interest-bearing deposits in Federal Home
   Loan Bank ("FHLB")...................................                    --                   214
Federal funds sold......................................                24,135                 9,685
Investment securities available for sale................                69,216                68,139
Investment  securities held to maturity
   (Estimated market values of $12,033 and
   $27,634 at March 31, 1999
   and December 31, 1998, respectively).................                12,155                27,354
Loans receivable, net...................................               109,613               108,807
Accrued interest receivable.............................                 1,049                 1,157
Premises and equipment, net.............................                 2,522                 2,546
Other assets............................................                   111                   225
                                                                   -----------            ----------
         Total assets...................................           $   220,499            $  220,032
                                                                   ===========            ==========

                                  LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities:
   Deposits.............................................           $   155,513            $  154,816
   Federal income taxes.................................                 3,160                 3,269
   Advance payments from borrowers for tax
     and insurance......................................                   231                   166
   Other liabilities....................................                   717                   648
                                                                   -----------            ----------
         Total liabilities..............................               159,621               158,899
                                                                   -----------            ----------
Shareholders' Equity:
   Common stock.........................................                    40                    40
   Additional paid in capital...........................                39,571                39,546
   Retained earnings, substantially restricted..........                19,296                18,984
   Unallocated ESOP shares..............................                (2,911)               (2,933)
   Accumulated other comprehensive income...............                 4,882                 5,496
                                                                   -----------            ----------
         Total shareholders' equity.....................                60,878                61,133
                                                                   -----------            ----------
         Total liabilities and shareholders' equity.....           $   220,499            $  220,032
                                                                   ===========            ==========
</TABLE>
       See accompanying Notes to Unaudited Condensed Financial Statements.

                                       2
<PAGE>
                              HOPFED BANCORP, INC.
                        CONSOLIDATED STATEMENTS OF INCOME
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                            For the Three Months
                                                                               Ended March 31,
                                                               ----------------------------------------------
                                                                        1999                     1998
                                                                        ----                     ----
                                                                 (Dollars in thousands, except per share data)
Interest income:
<S>                                                              <C>                      <C>          
   Interest on loans....................................         $     2,093              $       2,042
   Interest and dividends on investments................               1,199                      1,097
   Time deposit interest income.........................                 208                      1,177
                                                                 -----------              -------------
     Total interest income..............................               3,500                      4,316

Interest expense:
   Interest on deposits.................................               1,773                      2,409
                                                                 -----------              -------------
Net interest income.....................................               1,727                      1,907
Provision for loan losses...............................                   5                          5
                                                                 -----------              -------------
Net interest income after provision for loan losses.....               1,722                      1,902
                                                                 -----------              -------------

Noninterest income:
   Loan and other service fees..........................                 101                        117
   Other, net...........................................                  11                         18
                                                                 -----------              -------------
     Total noninterest income...........................                 112                        135
                                                                 -----------              -------------
Noninterest expenses:
   Salaries and benefits................................                 624                        351
   Federal insurance premium............................                  23                         28
   Occupancy expense, net...............................                  47                         40
   Data processing......................................                  37                         28
   Other operating expenses.............................                 149                        131
                                                                 -----------              -------------
     Total noninterest expenses.........................                 880                        578
                                                                 -----------              -------------

Income before income taxes..............................                 954                      1,459
Income tax expense......................................                 362                        491
                                                                 -----------              -------------
Net income..............................................         $       592              $         968
                                                                 ===========              =============

Basic net income per share..............................         $       .16              $         .26
Diluted net income per share............................         $       .16              $         .26
Dividends per share.....................................         $        .075            $          --
                                                                 =============            =============
Weighted average:
          Common shares.................................           4,033,625                  4,033,625
          Less:  Unallocated ESOP shares................             293,267                    322,690
                                                                 -----------              -------------
                                                                   3,740,358                  3,710,935
                                                                 ===========              =============
</TABLE>
       See accompanying Notes to Unaudited Condensed Financial Statements.

                                       3
<PAGE>
                              HOPFED BANCORP, INC.
                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                    For the Three Months Ended March 31
                                                                ------------------------------------------
                                                                        1999                   1998
                                                                        ----                   ----
                                                                              (In thousands)

<S>                                                               <C>                     <C>       
Net income                                                        $       592             $      968

Other comprehensive income
   Unrealized holding gains (losses) arising
     during period net of tax of $316 and $223 for the
     three months ended March 31, 1999
     and 1998, respectively                                              (614)                   433

Less:  reclassification adjustment for gains included
           in net income                                                    0                      0
                                                                  -----------             ----------
Comprehensive income (loss)                                       $       (22)            $    1,401
                                                                  ===========             ==========
</TABLE>
       See accompanying Notes to Unaudited Condensed Financial Statements.

                                       4
<PAGE>
                              HOPFED BANCORP, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                         For the Three Months Ended March 31,
                                                         ------------------------------------
                                                                 1999           1998
                                                                 ----           ----
                                                                    (In thousands)
Cash flows from operating activities:
<S>                                                          <C>          <C>      
   Net income ............................................   $     592    $     968
   Adjustments to reconcile net income to net cash
     Provided by operating activities:
     Deferred income taxes ...............................          11            8
     Provision for loan losses ...........................           5            5
     Provision for depreciation ..........................          28           23
     FHLB stock dividend .................................         (32)         (31)
     Accretion of investment security discounts ..........         (12)         (11)
     Amortization of investment security premiums ........           7           --
     Unallocated ESOP shares .............................          25           --
   Decrease in:
     Accrued interest receivable .........................         108          487
     Other assets ........................................         114          330
   Increase (decrease) in:
     Current income taxes payable ........................         196          127
     Accrued expenses and other liabilities ..............          69         (379)
                                                             ---------    ---------
     Net cash provided by operating activities ...........       1,111        1,527
                                                             ---------    ---------
Cash flows from investing activities:
   Net decrease in interest earning deposits in FHLB .....         214        2,486
   Net (increase) decrease in federal funds sold .........     (14,450)     118,165
   Proceeds from maturities of held-to-maturity securities      15,201       13,745
   Proceeds from sale of available-for-sale
     securities ..........................................       3,292          408
   Purchases of available for sale securities ............      (5,266)     (10,942)
   Net increase in loans .................................        (811)      (1,194)
   Purchases of premises/equipment .......................          (4)        (144)
                                                             ---------    ---------
   Net cash provided by investing activities .............      (1,824)     122,524
                                                             ---------    ---------
Cash flows from financing activities:
   Net increase (decrease) in demand deposits ............       1,850     (149,252)
   Net decrease in time deposits .........................      (1,153)     (11,003)
   Increase in advance payments by
     Borrowers for taxes and insurance ...................          65          101
   Net proceeds from issuance of stock ...................          --       36,188
   Net dividends paid ....................................        (278)          --
   Payment on loan to ESOP ...............................          22           --
                                                             ---------    ---------
   Net cash provided (used) by financing activities ......         506     (123,966)
                                                             ---------

Increase (decrease) in cash and cash equivalents .........        (207)          85
Cash and cash equivalents, beginning of period ...........       1,905        1,264
                                                             ---------    ---------
Cash and cash equivalents, end of period .................       1,698    $   1,349
                                                             =========    =========
Supplemental disclosure of cash flow information
   Cash paid for income taxes ............................   $      --    $     360
                                                             ---------    ---------
   Cash paid for interest ................................   $   1,770    $   2,905
                                                             =========    =========
</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 ("ESOP"), and its sole
         business is that of the converted Bank.

         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
         representation have been included.  The results of operations and other
         data  for  the  three  month  period  ended  March  31,  1999,  are not
         necessarily  indicative  of results that may be expected for the entire
         fiscal year ending December 31, 1999.

(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. This statement is effective
         for fiscal years beginning after June 15, 1999  (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 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,

                                       6
<PAGE>
         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 MARCH 31, 1999 AND DECEMBER 31, 1998

     Total assets  increased by  $467,000,  from $220.0  million at December 31,
1998 to $220.5 million at March 31, 1999. Federal funds sold increased from $9.7
million at December 31,  1998,  to $24.1  million at March 31, 1999.  Securities
held to maturity declined $15.2 million due to various issues maturing. At March
31, 1999, a  substantial  portion of these funds were in federal  funds sold and
some had been reinvested in securities  available for sale, which increased $1.1
million.

     Deposits  were  continued  to be priced less  aggressively  in an effort to
reduce the overall cost of funds. At March 31, 1999 deposits increased to $155.5
million  from $154.8  million at December  31, 1998, a net increase of $700,000.
The average cost of deposits for each of the period ended March 31, 1999 and the
year ended  December 31, 1998 was 4.65%.  Management  continually  evaluates the
investment  alternatives  available to customers  and adjusts the pricing on its
deposit  products  to more  actively  manage its funding  costs while  remaining
competitive in its market area.

     The loan  portfolio  increased  by $806,000  during the three  months ended
March 31, 1999. Net loans totaled $109.6 million and $108.8 million at March 31,
1999 and  December  31, 1998,  respectively.  The increase in the loan  activity
during the three months ended March 31, 1998 was due to efforts to increase loan
originations using funds currently held in investment securities.  For the three
months ended March 31, 1999,  the average yield on loans was 7.67%,  compared to
7.82% for the year ended December 31, 1998.

     At March  31,  1999,  investments  classified  as "held to  maturity"  were
carried at  amortized  cost of $12.2  million and had an  estimated  fair market
value of $12.0 million,  and its  securities  classified as "available for sale"
had an estimated fair market value of $69.2 million, including Federal Home Loan
Mortgage  Corporation stock with an estimated fair market value of $7.1 million,
compared to $8.0 million at December 31, 1998.

     The  allowance  for loan  losses  totaled  $263,000 at March 31,  1999,  an
increase of $5,000 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 March 31,
1999 and December 31, 1998.  Also at March 31, 1999,  non-performing  loans were
$582,000,  or .53% of total loans, compared to $287,000, or .26% of total loans,
at  December  31,  1998,   and  the  ratio  of  allowance  for  loan  losses  to
non-performing  loans at March 31, 1999 and  December  31, 1998 was 45% and 90%,
respectively.  The  determination  of the  allowance for loan losses is based on
management's  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

                                       7
<PAGE>
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 THREE MONTHS ENDED MARCH 31, 1999 AND
1998

     NET  INCOME.  Net  income for the three  months  ended  March 31,  1999 was
$592,000,  compared to net income of $968,000  for the three  months ended March
31, 1998.  The decrease in net  earnings  for the three months  resulted  from a
decrease in time deposit  interest income due to the elimination of net earnings
on  subscription  funds  received in the  conversion to stock form, and from the
expense of additional employee benefits.

     NET INTEREST  INCOME.  Net interest income for the three months ended March
31, 1999 was $1.7  million,  compared to $1.9 million for the three months ended
March 31, 1998.  The decrease in net interest  income for the three months ended
March  31,  1999  was  primarily  due to the  elimination  of  net  earnings  on
subscription funds received in the conversion.  For the three months ended March
31, 1999, the Bank's average yield on total  interest-earning  assets was 6.52%,
compared to 6.22% for the three  months  ended March 31,  1998,  and its average
cost of interest-bearing  liabilities was 4.65% for the three months ended March
31, 1999,  compared to 4.04% for the three  months  ended March 31,  1998.  As a
result,  the Bank's  interest  rate spread for the three  months ended March 31,
1999 was 1.87%, compared to 2.18% for the three months ended March 31, 1998, and
its net yield on  interest-earning  assets was 3.22% for the three  months ended
March 31, 1999, compared to 2.75% for the three months ended March 31, 1998.

     INTEREST INCOME.  Interest income decreased by $816,000,  from $4.3 million
to $3.5  million,  or by 18.9%,  during the three  months  ended  March 31, 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  $24.9  million,  from $44.7
million at March 31,  1998 to $19.8  million  at March 31,  1999.  In  addition,
average time deposits and other  interest-earning  cash deposits decreased $79.7
million,  from  $96.7  million at March 31,  1998 to $17.0  million at March 31,
1999. Overall, average total interest-earning assets decreased $63.3 million, or
22.8%,   from  March  31,  1998  to  March  31,  1999.   The  ratio  of  average
interest-earning assets to average  interest-bearing  liabilities increased from
116.4% for the three  months ended March 31, 1998 to 140.8% for the three months
ended March 31, 1999.

     INTEREST EXPENSE.  Interest expense decreased  $636,000,  or 26.4%, to $1.7
million for the three months ended March 31, 1999,  compared to $2.4 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 4.04% at March 31, 1998 to 4.65% at March 31, 1999. Over the same
period,  the average balance of deposits  decreased  $86.2 million,  from $238.6
million at March 31, 1998 to $152.4 million at March 31, 1999, or 36.13%.

     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

                                       8
<PAGE>
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  $5,000  provision for loan loss was required for
the three months ended March 31, 1999.

     NONINTEREST  EXPENSES.  There was a $302,000  increase in total noninterest
expenses in the three months ended March 31, 1999 compared to the same period in
1998, primarily due to a $273,000 increase in salaries and benefits.

     INCOME  TAXES.  The effective tax rate for the three months ended March 31,
1999 was 37.9%,  compared to 33.7% for the same period in 1998.  The decrease in
income tax expense of $129,000  in the three month  period  compared to the same
period in 1998 was  primarily  due to a decrease of  $505,000  in income  before
income taxes.

     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 current 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 March 31, 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 March 31, 1999, the Bank exceeded all
regulatory capital  requirements.  The table below presents certain  information
relating to the Bank's capital compliance at March 31, 1999.

                                       9
<PAGE>
                                                  At March 31, 1999 
                                               -------------------------
                                               Amount            Percent
                                               ------            -------
                                                 (Dollars in thousands)

Tangible Capital . . . . . . . . .           $ 36,549            18.41%
Core Capital . . . . . . . . . . .             36,549            18.41%
Risk-Based Capital . . . . . . . .             36,811            50.20%

     At March 31, 1999, the Bank had outstanding  commitments to originate loans
totaling  $893,000.  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 March 31, 1999  totaled
$6.6 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

                                       10
<PAGE>
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.

     As of March 31,  1999,  the Company had incurred  approximately  $42,000 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.

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 March 31, 1999.

                                       11
<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:  May 11, 1999                    /s/ Bruce Thomas
                                       -----------------------------------------
                                       Bruce Thomas
                                       President and Chief Executive Officer

Date:  May 11, 1999                    /s/ Peggy R. Noel
                                       -----------------------------------------
                                       Peggy R. Noel
                                       Executive Vice President, Chief Financial
                                       Officer and Chief Operations Officer

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