Hopfed Bancorp (HFBC) 10-Q 2015 Q3 Quarterly report

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 September 30, 2015

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 incorporation or organization)	(I.R.S. Employer Identification No.)

4155 Lafayette Road, 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  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Date File required and posted pursuant to Rule 405 of Regulation S-T (subsection 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated file or a non-accelerated filer. See definition of “accelerated filer”, “large accelerated filer” and “smaller reporting company” in Rule12b-2 of the Exchange Act: (Check one)

Large accelerated filer	¨	Accelerated filer	x
Non-accelerated filer	¨	Smaller reporting company filer	¨

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x.

As of November 3, 2015, the Registrant had outstanding 6,913,013 shares of the Registrant’s Common stock.

CONTENTS

HOPFED BANCORP, INC.

		PAGE
PART I.FINANCIAL INFORMATION
The unaudited consolidated condensed financial statements of the Registrant and its wholly owned subsidiaries are as follows:
Item 1.	Financial Statements
	Consolidated Condensed Statements of Financial Condition as of September  30, 2015, (unaudited) and December 31, 2014		2
	Consolidated Condensed Statements of Income for the Three and Nine Month Periods Ended September  30, 2015, and September 30, 2014 (unaudited)		4
	Consolidated Condensed Statements of Comprehensive Income for the Three and Nine Month Periods Ended September 30, 2015, and September 30, 2014 (unaudited)		6
	Consolidated Condensed Statement of Stockholders’ Equity for the Nine Month Periods Ended September  30, 2015 and September 30, 2014 (unaudited)		7
	Consolidated Condensed Statements of Cash Flows for the Nine Month Periods Ended September  30, 2015, and September 30, 2014 (unaudited)		9
	Notes to Unaudited Consolidated Condensed Financial Statements		10
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		42
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		51
Item 4.	Controls and Procedures		52
PART IIOTHER INFORMATION
Item 1.	Legal Proceedings		53
Item 1A.	Risk Factors		53
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		53
Item 3.	Defaults Upon Senior Securities		54
Item 4.	Mine Safety Disclosures		54
Item 5.	Other Information		54
Item 6.	Exhibits		54
SIGNATURES			55

1

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

HOPFED BANCORP, INC.

Consolidated Condensed Statements of Financial Condition

(Dollars in Thousands, Except Share and Per Share Amounts)

	September 30, 2015		December 31, 2014
	(Unaudited)
Assets
Cash and due from banks	$	18,110		34,389
Interest-earning deposits		5,647		6,050
Cash and cash equivalents		23,757		40,439
Federal Home Loan Bank stock, at cost		4,428		4,428
Securities available for sale		239,922		303,628
Loans held for sale		5,298		1,444
Loans receivable, net of allowance for loan losses of $5,487 at September 30, 2015, and $6,289 at December 31, 2014		561,514		539,264
Accrued interest receivable		4,119		4,576
Real estate and other assets owned		1,736		1,927
Bank owned life insurance		10,236		9,984
Premises and equipment, net		24,371		22,940
Deferred tax assets		1,198		2,261
Intangible asset		—		33
Income taxes receivable		3,215		2,960
Other assets		2,942		1,901
Total assets	$	882,736		935,785
Liabilities and Stockholders’ Equity
Liabilities:
Deposits:
Non-interest-bearing accounts	$	113,469		115,051
Interest-bearing accounts
Interest-bearing checking accounts		185,377		186,616
Savings and money market accounts		93,821		97,726
Other time deposits		313,531		331,915
Total deposits		706,198		731,308
Advances from Federal Home Loan Bank		25,000		34,000
Repurchase agreements		46,300		57,358
Subordinated debentures		10,310		10,310
Advances from borrowers for taxes and insurance		1,077		513
Dividends payable		289		301
Accrued expenses and other liabilities		4,739		3,593
Total liabilities		793,913		837,383

See accompanying Notes to Unaudited Consolidated Condensed Financial Statements.

2

HOPFED BANCORP, INC.

Consolidated Condensed Statements of Financial Condition, Continued

(Dollars in Thousands, Except Share and Per Share Amounts)

	September 30, 2015			December 31, 2014
	(Unaudited)
Stockholders’ equity
Preferred stock, par value $0.01 per share; authorized - 500,000 shares; no shares issued and outstanding at September 30, 2015, and December 31, 2014.	$	—			—
Common stock, par value $.01 per share; authorized 15,000,000 shares;7,951,699 issued and 6,913,013 outstanding at September 30, 2015, and 7,949,665 issued and 7,171,282 outstanding at December 31, 2014		79			79
Additional paid-in-capital		58,578			58,466
Retained earnings		46,719			45,729
Treasury stock-common (at cost, 1,038,686 shares at September 30, 2015, and 778,383 shares at December 31, 2014)		(12,915	)		(9,429	)
Unallocated ESOP shares (at cost, 562,937 shares at September 30, 2015, and no shares at December 31, 2014)		(7,397	)		—
Accumulated other comprehensive income, net of taxes		3,759			3,557
Total stockholders’ equity		88,823			98,402
Total liabilities and stockholders’ equity	$	882,736			935,785
Commitment and contingencies (note 14)

The consolidated condensed statement of financial condition at December 31, 2014, has been derived from the audited financial statements as of that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

See accompanying Notes to Unaudited Consolidated Condensed Financial Statements.

3

HOPFED BANCORP, INC.

Consolidated Condensed Statements of Income

(Dollars in Thousands, Except Share and Per Share Amounts)

(Unaudited)

	For the Three Month Periods Ended September 30,					For the Nine Month Periods Ended September 30,
	2015		2014			2015		2014
Interest income:
Loans receivable	$	6,374		6,913			18,895		19,743
Securities available for sale - taxable		1,237		1,562			4,953		5,035
Securities available for sale - nontaxable		398		514			1,267		1,589
Interest-earning deposits		3		5			11		19
Total interest income		8,012		8,994			25,126		26,386
Interest expense:
Deposits		1,246		1,354			3,751		4,313
Advances from Federal Home Loan Bank		71		430			206		1,292
Repurchase agreements		130		228			368		722
Subordinated debentures		186		174			553		551
Total interest expense		1,633		2,186			4,878		6,878
Net interest income		6,379		6,808			20,248		19,508
Provision for loan losses		275		(892	)		760		(773	)
Net interest income after provision for loan losses		6,104		7,700			19,488		20,281
Non-interest income:
Service charges		750		879			2,184		2,505
Merchant card income		286		265			842		800
Mortgage origination revenue		345		316			865		507
Gain on sale of securities		103		294			552		548
Income from bank owned life insurance		108		65			252		226
Financial services commission		186		363			539		737
Other operating income		158		211			483		613
Total non-interest income		1,936		2,393			5,717		5,936

See accompanying Notes to Unaudited Consolidated Condensed Financial Statements.

4

HOPFED BANCORP, INC.

Consolidated Condensed Statements of Income, Continued

(Dollars in Thousands, Except Share and Per Share Amounts)

(Unaudited)

	For the Three Month Periods						For the Nine Month Periods
	Ended September 30,						Ended September 30,
	2015			2014			2015		2014
Non-interest expenses:
Salaries and benefits	$	3,960			3,881			12,148		11,368
Occupancy		788			781			2,278		2,498
Data processing		724			730			2,117		2,194
Franchise and deposit tax		260			346			759		990
Intangible amortization		—			16			32		81
Professional services		380			397			1,177		1,025
Deposit insurance and examination		135			182			403		562
Advertising		337			368			983		1,023
Postage and communications		162			140			428		423
Supplies		107			156			364		459
Loss (gain) on real estate owned		(18	)		35			716		160
Real estate owned		202			(29	)		406		193
Other operating		516			560			1,446		1,358
Total non-interest expense		7,553			7,563			23,257		22,334
Income before income tax		487			2,530			1,948		3,883
Income tax expense (benefit)		(23	)		577			200		651
Net income	$	510			1,953			1,748		3,232
Net income per share:
Basic	$	0.08			0.27			0.27		0.44
Diluted	$	0.08			0.27			0.27		0.44
Dividend per share	$	0.04			0.04			0.12		0.12
Weighted average shares outstanding - basic		6,359,556			7,265,597			6,493,449		7,348,708
Weighted average shares outstanding - diluted		6,359,556			7,265,597			6,493,449		7,348,708

See accompanying Notes to Unaudited Consolidated Condensed Financial Statements.

5

HOPFED BANCORP, INC.

Consolidated Condensed Statements of Comprehensive Income

(Dollars in Thousands)

(Unaudited)

	For the Three Month						For the Nine Month
	Periods Ended September 30,						Periods Ended September 30,
	2015			2014			2015			2014
Net income	$	510			1,953			1,748			3,232
Other comprehensive income, net of tax:
Unrealized gains on securities for which a portion of an other than temporary impairment has been recorded in earnings:
Unrealized holding gains arising during the period		(17	)		—			289			—
Income tax expense (benefit)		6			—			(98	)		—
Other comprehensive income on available for sale for sale securities with other than temporary impairment		(11	)		—			191			—
Unrealized gain (loss) on investment securities available for sale, net of tax effect of ($468) and $138 for the three months periods ended September 30, 2015, and September 30, 2014, respectively; and ($89) and ($2,121) for the nine month periods ended September 30, 2015, and September 30, 2014, respectively;		920			(269	)		184			4,118
Unrealized gain on derivatives, net of tax effect of ($33) and ($34) for the three month periods ended September 30, 2015, and September 30, 2014, respectively; and ($98) and ($90) for the nine month periods ending September 30, 2015, and September 30, 2014, respectively;		64			65			191			174
Reclassification adjustment for gains included in net income, net of tax effect of $35 and $100 for the three month periods ended September 30, 2015, and September 30, 2014, respectively; and $188 and $186 the nine month periods ended September 30, 2015, and September 30, 2014, respectively;		(68	)		(194	)		(364	)		(362	)
Other comprehensive income (loss) on available for sale without other than temporary impairment		916			(398	)		11			3,930
Total other comprehensive income (loss)		905			(398	)		202			3,930
Comprehensive income	$	1,415			1,555			1,950			7,162

See accompanying Notes to Unaudited Consolidated Condensed Financial Statements.

6

HOPFED BANCORP, INC.

Consolidated Condensed Statement of Stockholders’ Equity

For the Nine Month Period Ended September 30, 2015

(Dollars in Thousands, Except Share Amounts)

(Unaudited)

	Common Shares			Preferred Shares		Common Stock		Common Stock Warrant		Additional Paid-in Capital			Retained Earnings			Preferred Treasury Stock		Common Treasury Stock			Unearned ESOP Shares			Accumulated Other Comprehensive Income		Total Equity
Balance at December 31, 2014		7,171,282			—	$	79		—		58,466			45,729			—		(9,429	)		—			3,557		98,402
Consolidated net income		—			—		—		—		—			1,748			—		—			—			—		1,748
Treasury stock reissued		600,000			—		—		—		—			—			—		7,884			(7,884	)		—		—
Restricted stock awards		2,034			—		—		—		—			—			—		—			—			—		—
Repurchase of treasury stock		(860,303	)		—		—		—		—			—			—		(11,370	)		—			—		(11,370	)
ESOP shares committed to release		—			—		—		—		—			—			—		—			487			—		487
Change in price of ESOP shares		—			—		—		—		(32	)		—			—		—			—			—		(32	)
Compensation expense, restricted stock awards		—			—		—		—		144			—			—		—			—			—		144
Net change in unrealized gain on securities available for sale, net of income taxes		—			—		—		—		—			—			—		—			—			11		11
Net change in unrealized loss on derivatives, net of income taxes of ($98)		—			—		—		—		—			—			—		—			—			191		191
Cash dividend to common stockholders		—			—		—		—		—			(758	)		—		—			—			—		(758	)
Balance September 30, 2015		6,913,013			—	$	79		—		58,578			46,719			—		(12,915	)		(7,397	)		3,759		88,823

See accompanying Notes to Unaudited Consolidated Condensed Financial Statements

7

HOPFED BANCORP, INC.

Consolidated Condensed Statement of Stockholders’ Equity

For the Nine Month Period Ended September 30, 2014

(Dollars in Thousands, Except Share Amounts)

(Unaudited)

	Common Shares			Preferred Shares		Common Stock		Common Stock Warrant		Additional Paid-in Capital		Retained Earnings			Preferred Treasury Stock		Common Treasury Stock			Accumulated Other Comprehensive Income (Loss)			Total Equity
Balance at December 31, 2013		7,447,903			—	$	79		—		58,302		44,694			—		(5,929	)		(1,429	)		95,717
Consolidated net income		—			—		—		—		—		3,232			—		—			—			3,232
Repurchase of treasury stock		(259,226	)		—		—		—		—		—			—		(3,027	)		—			(3,027	)
Restricted stock awards		22,378			—		—		—		—		—			—		—			—			—
Compensation expense, restricted stock awards		—			—		—		—		114		—			—		—			—			114
Net change in unrealized gain on securities available for sale, net of income taxes of ($1,935)		—			—		—		—		—		—			—		—			3,756			3,756
Net change in unrealized loss on derivatives, net of income taxes of ($90)		—			—		—		—		—		—			—		—			174			174
Cash dividend to common stockholders		—			—		—		—		—		(877	)		—		—			—			(877	)
Balance September 30, 2014		7,211,055			—		79		—		58,416		47,049			—		(8,956	)		2,501			99,089

See accompanying Notes to Unaudited Consolidated Condensed Financial Statements

8

HOPFED BANCORP, INC.

Consolidated Condensed Statements of Cash Flows

(Dollars in Thousands)

(Unaudited)

	For the Nine Month Periods
	September 30,
	2015			2014
Cash flows from operating activities:
Net cash provided by operating activities	$	5,977			6,601
Cash flows from investing activities
Proceeds from sales, calls and maturities of securities available for sale		91,119			81,801
Purchase of securities available for sale		(28,162	)		(69,927	)
Net (increase) decrease in loans		(26,827	)		12,205
Proceeds from sale of foreclosed assets		318			1,001
Purchase of premises and equipment		(2,363	)		(856	)
Net cash provided by investing activities		34,085			24,224
Cash flows from financing activities:
Net increase (decrease) in demand deposits		(1,582	)		2,965
Net decrease in time and other deposits		(23,528	)		(37,736	)
Increase in advances from borrowers for taxes and insurance		564			328
Advances from Federal Home Loan Bank		36,000			27,000
Repayment of advances from Federal Home Loan Bank		(45,000	)		(33,511	)
Net decrease in repurchase agreements		(11,058	)		(6,430	)
Cash used to repurchase treasury stock		(11,370	)		(3,027	)
Dividends paid on common stock		(770	)		(877	)
Net cash used in financing activities		(56,744	)		(51,288	)
Decrease in cash and cash equivalents		(16,682	)		(20,463	)
Cash and cash equivalents, beginning of period		40,439			55,848
Cash and cash equivalents, end of period	$	23,757			35,385
Supplemental disclosures of cash flow information:
Interest paid	$	4,912			6,977
Income taxes paid	$	100			—
Supplemental disclosures of non-cash investing and financing activities:
Loans charged off	$	1,744			820
Foreclosures and in substance foreclosures of loans during period	$	843			1,441
Net unrealized gains on investment securities classified as as available for sale	$	16			5,691
Decrease in deferred tax asset related to unrealized gains on investments	($	5	)		(1,935	)
Dividends declared and payable	$	289			301
Issue of treasury stock to ESOP	$	7,884			—
Issue of restricted stock	$	25			260

See accompanying Notes to Unaudited Consolidated Condensed Financial Statements

9

NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(1) BASIS OF PRESENTATION

HopFed Bancorp, Inc. (the “Company”) was formed at the direction of Heritage Bank USA Inc., formerly 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, and its sole business is that of the converted Bank.

On June 5, 2013, the Bank’s legal name became Heritage Bank USA Inc. and the Bank was granted a commercial bank charter by the Kentucky Department of Financial Institutions (“KDFI”). On June 5, 2013, the Bank became subject to regulation by the KDFI and the Federal Deposit Insurance Corporation (“FDIC”). On the same day, HopFed Bancorp was granted a bank holding company charter by the Federal Reserve Bank of Saint Louis (“FED”) and as such regulated by the FED.

The Bank operates a mortgage division, Heritage Mortgage Services, in Clarksville, Tennessee with agents located in several of its markets. The Bank has a financial services division, Heritage Solutions, with offices in Murray, Kentucky, Kingston Springs, Tennessee, and Pleasant View, Tennessee. Heritage Wealth Management agents travel throughout western Kentucky and middle Tennessee offering fixed and variable annuities, mutual funds and brokerage services. In October of 2014, the Bank opened a loan production office in Nashville, Tennessee.

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted (“GAAP”) in the United States of America for interim financial information and with the instructions toForm 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. 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 September 30, 2015, are not necessarily indicative of results that may be expected for the entire fiscal year ending December 31, 2015.

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, 2014. The accounting policies followed by the Company are set forth in the Summary of Significant Accounting Policies in the Company’s December 31, 2014, Consolidated Financial Statements.

10

(2) INCOME PER SHARE

The following schedule reconciles the numerators and denominators of the basic and diluted income per share (“IPS”) computations for the three and nine month periods ended September 30, 2015, and September 30, 2014. For the three and nine month periods ended September 30, 2015, the Company’s financial statements reflect a liability adequate to release of 37,063 shares from the HopFed Bancorp, Inc. 2015 Employee Stock Ownership Plan (the “ESOP”). Therefore, the Company has included 37,063 shares held by the ESOP in the IPS calculation. The Company has excluded 562,937 unearned shares purchased and owned by the ESOP from our IPS computations. Diluted common shares arise from the potentially dilutive effect of the Company’s stock options and warrants outstanding.

	Three Month Period Ended September 30,
	2015		2014
Basic IPS:
Net income	$	510,000	$	1,953,000
Average common shares outstanding		6,359,556		7,265,597
Net income per share	$	0.08	$	0.27
Diluted IPS:
Net income	$	510,000	$	1,953,000
Average common shares outstanding		6,359,556		7,265,597
Dilutive effect of stock options		—		—
Average diluted shares outstanding		6,359,556		7,265,597
Net income per share, diluted	$	0.08	$	0.27

	Nine Month Period Ended September 30,
	2015		2014
Basic IPS:
Net income	$	1,748,000	$	3,232,000
Average common shares outstanding		6,493,449		7,348,708
Net income per share	$	0.27	$	0.44
Diluted IPS:
Net income	$	1,748,000	$	3,232,000
Average common shares outstanding		6,493,449		7,348,708
Dilutive effect of stock options		—		—
Average diluted shares outstanding		6,493,449		7,348,708
Net income per share, diluted	$	0.27	$	0.44

11

(3) STOCK COMPENSATION

The Company incurred compensation cost related to the HopFed Bancorp, Inc. 2004 Long Term Incentive Plan of $46,000 and $144,000 for the three and nine month periods ended September 30, 2015, and $49,000 and $114,000 for the three and nine month periods ended September 30, 2014, respectively. The Company issued 1,263 and 2,034 shares of restricted stock during the three and nine month periods ended September 30, 2015. The Company issued 2,140 and 22,378 shares of restricted stock during the three and nine month periods ended September 30, 2014. The table below provides a detail of the Company’s future compensation expense related to restricted stock vesting at September 30, 2015:

Year Ending December 31,	Future Expense
2015	$	45,857
2016		139,040
2017		52,215
2018		9,387
2019		2,604
Total	$	249,103

The compensation committee may make additional awards of restricted stock, thereby increasing the future expense related to this plan. In addition, award vesting may be accelerated due to certain events as outlined in the restricted stock award agreement. Any acceleration of vesting will change the timing of, but not the aggregate amount of, compensation expense incurred.

12

(4) SECURITIES

Management evaluates securities for other-than-temporary impairment at least on a quarterly basis, and more frequently when economic or market concerns warrant such evaluations. Consideration is given to (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, and (3) the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value.

At September 30, 2015, the Company has 42 securities with unrealized losses. The carrying amount of securities and their estimated fair values at September 30, 2015, were as follows:

	September 30, 2015
			Gross		Gross			Estimated
	Amortized		Unrealized		Unrealized			Fair
	Cost		Gains		Losses			Value
	(Dollars in Thousands)
Restricted:
FHLB stock	$	4,428		—		—			4,428
Available for sale:
U.S. Treasury securities	$	2,001		9		—			2,010
Agency debt securities		91,190		2,352		(159	)		93,383
Taxable municipal bonds		7,173		217		(16	)		7,374
Tax free municipal bonds		47,209		2,525		(96	)		49,638
Trust preferred securities		1,613		177		—			1,790
Mortgage-backed securities:
GNMA		20,214		249		(89	)		20,374
FNMA		31,596		583		(20	)		32,159
FHLMC		5,353		46		(16	)		5,383
SLMA CMO		3,819		—		(183	)		3,636
AGENCY CMO		23,958		259		(42	)		24,175
	$	234,126		6,417		(621	)		239,922

13

The carrying amount of securities and their estimated fair values at December 31, 2014, was as follows:

	December 31, 2014
			Gross		Gross			Estimated
	Amortized		Unrealized		Unrealized			Fair
	Cost		Gains		Losses			Value
	(Dollars in Thousands)
Restricted:
FHLB stock	$	4,428		—		—			4,428
Available for sale:
U.S. Treasury securities	$	3,977		3		—			3,980
Agency debt securities		101,654		2,125		(527	)		103,252
Tax free municipal bonds		57,399		3,814		(166	)		61,047
Taxable municipal bonds		11,871		235		(63	)		12,043
Trust preferred securities		1,600		—		(111	)		1,489
Commercial bonds		2,000		7		—			2,007
Mortgage-backed securities:
GNMA		27,535		670		(122	)		28,083
FNMA		50,617		694		(536	)		50,775
FHLMC		3,276		38		—			3,314
SLMA CMO		9,895		—		(252	)		9,643
AGENCY CMO		28,024		176		(205	)		27,995
	$	297,848		7,762		(1,982	)		303,628

The scheduled maturities of debt securities available for sale at September 30, 2015, were as follows:

			Estimated
	Amortized		Fair
September 30, 2015	Cost		Value
Due within one year	$	4,830	$	4,894
Due in one to five years		26,697		27,089
Due in five to ten years		29,401		30,316
Due after ten years		24,604		26,089
		85,532		88,388
Amortizing agency bonds		63,654		65,807
Mortgage-backed securities		84,940		85,727
Total unrestricted securities available for sale	$	234,126	$	239,922

14

The scheduled maturities of debt securities available for sale at December 31, 2014, were as follows:

			Estimated
	Amortized		Fair
December 31, 2014	Cost		Value
Due within one year	$	4,830	$	4,927
Due in one to five years		21,564		21,818
Due in five to ten years		41,683		42,613
Due after ten years		33,119		35,380
		101,196		104,738
Amortizing agency bonds		77,305		79,080
Mortgage-backed securities		119,347		119,810
Total unrestricted securities available for sale	$	297,848	$	303,628

The estimated fair value and unrealized loss amounts of temporarily impaired investments as of September 30, 2015, are as follows:

	Less than 12 months					12 months or longer					Total
	Estimated		Unrealized			Estimated		Unrealized			Estimated		Unrealized
	Fair Value		Losses			Fair Value		Losses			Fair Value		Losses
	(Dollars in Thousands)
Available for sale
U.S. Agency debt securities	$	5,009		(13	)		9,997		(146	)		15,006		(159	)
Taxable municipals		—		—			1,926		(16	)		1,926		(16	)
Tax free municipals		—		—			6,308		(96	)		6,308		(96	)
Mortgage-backed securities:
GNMA		4,180		(22	)		10,694		(67	)		14,874		(89	)
FNMA		2,267		(12	)		3,101		(8	)		5,368		(20	)
FHLMC		2,539		(16	)		—		—			2,539		(16	)
SLMA CMOs		—		—			3,636		(183	)		3,636		(183	)
AGENCY CMOs		2,422		(27	)		2,072		(15	)		4,494		(42	)
Total available for sale	$	16,417		(90	)		37,734		(531	)		54,151		(621	)

15

The estimated fair value and unrealized loss amounts of temporarily impaired investments as of December 31, 2014, were as follows:

	Less than 12 months					12 months or longer					Total
	Estimated		Unrealized			Estimated		Unrealized			Estimated		Unrealized
	Fair Value		Losses			Fair Value		Losses			Fair Value		Losses
Available for sale
U.S. Agency debt securities	$	14,021		(20	)		29,156		(507	)		43,177		(527	)
Taxable municipals		—		—			4,785		(63	)		4,785		(63	)
Tax free municipals		—		—			6,647		(166	)		6,647		(166	)
Trust preferred securities		—		—			1,489		(111	)		1,489		(111	)
Mortgage-backed securities:
GNMA		12,568		(108	)		2,895		(14	)		15,463		(122	)
FNMA		—		—			18,927		(536	)		18,927		(536	)
SLMA CMOs		1,923		(14	)		7,720		(238	)		9,643		(252	)
AGENCY CMOs		9,545		(91	)		7,685		(114	)		17,230		(205	)
Total available for sale	$	38,057		(233	)		79,304		(1,749	)		117,361		(1,982	)

At September 30, 2015, and December 31, 2014, the Company evaluated all securities with unrealized losses to determine if any such securities were other than temporarily impaired. At September 30, 2015, and December 31, 2014, the Company has determined that none of its securities are other than temporarily impaired.

At September 30, 2015, securities with a book value of approximately $124.8 million and a market value of approximately $129.6 million were pledged to various municipalities for deposits in excess of FDIC limits as required by law.

At September 30, 2015, securities with a book value of $39.7 million and market value of $40.3 million were sold under agreements to repurchase from various customers. Furthermore, the Company has a wholesale repurchase agreement with third party secured by investments with a combined book value of $6.7 million and a market value of $6.9 million. The repurchase agreement is in the amount of $6.0 million and has a maturity of September 18, 2016, and is currently callable on a quarterly basis and has a fixed rate of interest of 4.36%.

16

(5) LOANS

The components of loans receivable in the consolidated balance sheets as of September 30, 2015, and December 31, 2014, were as follows:

	September 30, 2015			September 30, 2015			December 31, 2014			December 31, 2014
	Amount			Percent			Amount			Percent
	(Dollars in thousands, except percentages)
Real estate loans
One-to-four family (closed end) first mortgages	$	146,370			25.8	%	$	150,551			27.6	%
Second mortgages (closed end)		1,798			0.3	%		2,102			0.4	%
Home equity lines of credit		32,976			5.8	%		34,238			6.3	%
Multi-family		23,366			4.1	%		25,991			4.8	%
Construction		32,669			5.8	%		24,241			4.4	%
Land		22,654			4.0	%		26,654			4.9	%
Farmland		40,639			7.2	%		42,874			7.8	%
Non-residential real estate		157,114			27.7	%		150,596			27.6	%
Total mortgage loans		457,586			80.7	%		457,247			83.8	%
Consumer loans		18,375			3.2	%		14,438			2.6	%
Commercial loans		91,550			16.1	%		74,154			13.6	%
Total other loans		109,925			19.3	%		88,592			16.2	%
Total loans, gross		567,511			100.0	%		545,839			100.0	%
Deferred loan cost, net of fees		(510	)					(286	)
Less allowance for loan losses		(5,487	)					(6,289	)
Total loans	$	561,514					$	539,264

The allowance for loan losses totaled $5.5 million at September 30, 2015, $6.3 million at December 31, 2014, and $8.1 million at September 30, 2014, respectively. The ratio of the allowance for loan losses to total loans was 0.97% at September 30, 2015, 1.15% at December 31, 2014, and 1.51% at September 30, 2014. At September 30, 2015, the Company has one land loan, totaling $1.5 million, that is past due 91 days but still accruing interest. The following table indicates the type and level of non-accrual loans at the periods indicated below:

	September 30, 2015		December 31, 2014		September 30, 2014
	(Dollars in Thousands)
One-to-four family mortgages	$	1,427		1,501		407
Home equity line of credit		48		—		31
Multi-family		1,968		95		—
Land		1,680		215		301
Non-residential real estate		672		1,159		101
Farmland		168		115		12
Consumer loans		—		—		2
Commercial loans		1,195		90		263
Total non-accrual loans	$	7,158		3,175		1,117

17

The following table provides a detail of the Company’s activity in the allowance for loan loss account by loan type for the nine month period ended September 30, 2015:

								General			Specific			Ending
	Balance		Charge off			Recovery		Provision			Provision			Balance
	12/31/2014		2015			2015		2015			2015			9/30/2015
One-to-four family mortgages	$	1,198		(143	)		30		90			(215	)		960
Home equity line of credit		181		(92	)		6		86			—			181
Junior liens		14		—			4		(4	)		(6	)		8
Multi-family		85		—			—		—			(11	)		74
Construction		146		—			—		—			51			197
Land		1,123		(911	)		—		514			958			1,684
Non-residential real estate		2,083		(222	)		2		(375	)		(287	)		1,201
Farmland		461		—			—		—			(124	)		337
Consumer loans		494		(224	)		94		120			(134	)		350
Commercial loans		504		(152	)		46		163			(66	)		495
	$	6,289		(1,744	)		182		594			166			5,487

The following table provides a detail of the Company’s activity in the allowance for loan loss account by loan type for the year ended December 31, 2014:

								General			Specific			Ending
	Balance		Charge off			Recovery		Provision			Provision			Balance
	12/31/2013		2014			2014		2014			2014			12/31/2014
One-to-four family mortgages	$	2,048		(233	)		24		(304	)		(337	)		1,198
Home equity line of credit		218		(83	)		3		(37	)		80			181
Junior liens		39		—			9		(25	)		(9	)		14
Multi-family		466		—			—		(381	)		—			85
Construction		88		(139	)		9		58			130			146
Land		1,305		—			—		(74	)		(108	)		1,123
Non-residential real estate		2,719		(66	)		864		(1,368	)		(66	)		2,083
Farmland		510		—			—		542			(591	)		461
Consumer loans		541		(415	)		109		(13	)		272			494
Commercial loans		748		(296	)		94		(244	)		202			504
	$	8,682		(1,232	)		1,112		(1,846	)		(427	)		6,289

18

The table below presents loan balances at September 30, 2015, by loan classification allocated between past due, performing and non-performing:

											Impaired Loan Currently Performing
	Currently Performing		30 – 89 Days Past Due		90 Days + past due and Accruing		Non- Accrual Loans		Special Mention		Substandard		Doubtful		Total
	(Dollars in Thousands)
One-to-four family mortgages	$	142,796		325		—		1,427		330		1,492		—		146,370
Home equity line of credit		32,703		—		—		48		—		225		—		32,976
Junior liens		1,746		—		—		—		36		16		—		1,798
Multi-family		20,272		—		—		1,968		—		1,126		—		23,366
Construction		32,669		—		—		—		—		—		—		32,669
Land		11,604		—		1,486		1,680		43		7,841		—		22,654
Non-residential real estate		147,938		—		—		672		4,158		4,346		—		157,114
Farmland		40,309		—		—		168		—		162		—		40,639
Consumer loans		18,142		29		—		—		—		204		—		18,375
Commercial loans		88,384		701		—		1,195		357		913		—		91,550
Total	$	536,563		1,055		1,486		7,158		4,924		16,325		—		567,511

The table below presents loan balances December 31, 2014, by loan classification allocated past due, performing and non-performing:

			30 - 89						Impaired Loans
	Currently		Days		Non-accrual		Special		Currently Performing
	Performing		Past Due		Loans		Mention		Substandard		Doubtful		Total
One-to-four family mortgages	$	145,372		757		1,501		203		2,718		—		150,551
Home equity line of credit		33,338		143		—		—		757		—		34,238
Junior liens		2,025		—		—		40		37		—		2,102
Multi-family		20,066		—		95		2,904		2,926		—		25,991
Construction		24,241		—		—		—		—		—		24,241
Land		14,674		654		215		362		10,749		—		26,654
Non-residential real estate		131,854		—		1,159		5,492		12,091		—		150,596
Farmland		40,057		64		115		516		2,122		—		42,874
Consumer loans		14,104		14		—		21		299		—		14,438
Commercial loans		71,191		55		90		325		2,493		—		74,154
Total	$	496,922		1,687		3,175		9,863		34,192		—		545,839

19

The following table presents the balance in the allowance for loan losses and the recorded investment in loans as of September 30, 2015, and December 31, 2014, by portfolio segment and based on the impairment method as of September 30, 2015, and December 31, 2014.

			Land
			Development /		Commercial		Residential
	Commercial		Construction		Real Estate		Real Estate		Consumer		Total
September 30, 2015:
Allowance for loan losses:
Ending allowance balance attributable to loans:
Individually evaluated for impairment	$	56		266		143		29		51	$	545
Collectively evaluated for impairment		439		1,615		1,469		1,120		299		4,942
Total ending allowance balance	$	495		1,881		1,612		1,149		350	$	5,487
Loans:
Loans individually evaluated for impairment	$	2,108		9,521		8,442		3,208		204	$	23,483
Loans collectively evaluated for impairment		89,442		45,802		212,677		177,936		18,171		544,028
Total ending loans balance	$	91,550		55,323		221,119		181,144		18,375	$	567,511

			Land
			Development /		Commercial		Residential
	Commercial		Construction		Real Estate		Real Estate		Consumer		Total
December 31, 2014:
Allowance for loan losses:
Ending allowance balance attributable to loans:
Individually evaluated for impairment	$	—		663		738		51		62	$	1,514
Collectively evaluated for impairment		504		606		1,891		1,342		432		4,775
Total ending allowance balance	$	504		1,269		2,629		1,393		494	$	6,289
Loans:
Loans individually evaluated for impairment	$	2,583		10,964		18,508		5,013		299	$	37,367
Loans collectively evaluated for impairment		71,571		39,931		200,953		181,878		14,139		508,472
Total ending loans balance	$	74,154		50,895		219,461		186,891		14,438	$	545,839

20

All loans listed as 30-89 days past due and non-accrual are not performing as agreed. Loans listed as special mentioned, substandard and doubtful are paying as agreed. However, the customer’s financial statements may indicate weaknesses in their current cash flow, the customer’s industry may be in decline due to current economic conditions, collateral values used to secure the loan may be declining, or the Company may be concerned about the customer’s future business prospects.

The Company does not originate loans it considers sub-prime and is not aware of any exposure to the additional credit concerns associated with sub-prime lending in either the Company’s loan or investment portfolios. The Company does have a significant amount of construction and land development loans. Management reports to the Company’s Board of Directors on the status of the Company’s specific construction and development loans as well as the market trends in those markets in which the Company actively participates.

The Company’s annualized net charge off (net recovery) ratios for nine month periods ended September 30, 2015, September 30, 2014, and the year ended December 31, 2014, was 0.37%, (0.05%) and 0.02%, respectively. The ratios of allowance for loan losses to non-accrual loans at September 30, 2015, September 30, 2014, and December 31, 2014, were 76.7%, 728.1%, and 198.08%, 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 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.

The Company conducts annual reviews on all loan relationships above one million to ascertain the borrowers continued ability to service their debt as agreed. In addition to the credit relationships mentioned above, management may classify any credit relationship once it becomes aware of adverse credit trends for that customer. Typically, the annual review consists of updated financial statements for borrowers and any guarantors, a review of the borrower’s credit history with the Company and other creditors, and current income tax information.

As a result of this review, management will classify loans based on their credit risk. Additionally, the Company provides a risk grade for all loans past due more than ninety days. The Company uses the following risk definitions for risk grades:

Satisfactory loans of average strength having some deficiency or vulnerability to changing economic or industry conditions. These customers should have reasonable amount of capital and operating ratios. Secured loans may lack in margin or liquidity. Loans to individuals, perhaps supported in dollars of net worth, but with supporting assets may be difficult to liquidate.

21

Watchloans are acceptable credits: (1) that need continual monitoring, such asout-of territory orasset-based loans (since the Bank does not have anasset-based lending department), or (2) with a marginal risk level to business concerns and individuals that; (a) have exhibited favorable performance in the past, though currently experiencing negative trends; (b) are in an industry that is experiencing volatility or is declining, and their performance is less than industry norms; and (c) are experiencing unfavorable trends in their financial position, such asone-time net losses or declines in asset values. These marginal borrowers may have early warning signs of problems such as occasional overdrafts and minor delinquency. If considered marginal, a loan would be a “watch” until financial data demonstrated improved performance or further deterioration to a “substandard” grade usually within a 12-month period. In the table on page 23, Watch loans are included with satisfactory loans and classified as Pass.

Special Mentionloans are currently protected but are potentially weak. These loans constitute an undue and unwarranted credit risk but not to the point of justifying a substandard classification. The credit risk may be relatively minor yet constitutes an unwarranted risk in light of the circumstances surrounding a specific loan. These credit weaknesses, if not checked or corrected, will weaken the loan or inadequately protect the Bank’s credit position at some future date.

A Substandard loan is inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. The loans are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected. This does not imply ultimate loss of the principal, but may involve burdensome administrative expenses and the accompanying cost to carry the credit. Examples of substandard loans include those to borrowers with insufficient or negative cash flow, negative net worth coupled with inadequate guarantor support, inadequate working capital, and/or significantlypast-due loans and overdrafts.

A loan classified Doubtful has all the weaknesses inherent in a substandard credit except that the weaknesses make collection or liquidation in full (on the basis of currently existing facts, conditions, and values) highly questionable and improbable. The possibility of loss is extremely high, but because of certain pending factorscharge-off is deferred until its more exact status may be determined. Pending factors include proposed merger, acquisition, or liquidation procedures, capital injection, perfecting liens on additional collateral, and refinancing plans. The doubtful classification is applied to that portion of the credit in which the full collection of principal and interest is questionable.

A loan is considered to be impaired when management determines that it is possible that the Company will be unable to collect all principal and interest payments due in accordance with the contractual terms of the loan agreement. The value of individually impaired loans is measured based on the present value of expected payments or using the fair value of the collateral less cost to sell if the loan is collateral dependent. Currently, it is management’s practice to classify all substandard or doubtful loans as impaired. At September 30, 2015, December 31, 2014, and September 30, 2014, the Company’s impaired loans totaled $23.5 million, $37.4 million and $38.4 million, respectively.

22

At September 30, 2015, December 31, 2014 and September 30, 2014, the Company’s specific reserve for impaired loans totaled $545,000, $1.5 million and $2.9 million respectively. Loans by classification type and the related allowance amounts at September 30, 2015, are as follows:

											Specific		Allowance
											Allowance		for
September 30, 2015			Special		Impaired Loans						for		Performing
	Pass		Mention		Substandard		Doubful		Total		Impairment		Loans
					(Dollars in Thousands)
One-to-four family mortgages	$	143,121		330		2,919		—		146,370		29		931
Home equity line of credit		32,703		—		273		—		32,976		—		181
Junior liens		1,746		36		16		—		1,798		—		8
Multi-family		20,272		—		3,094		—		23,366		—		74
Construction		32,669		—		—		—		32,669		—		197
Land		11,604		1,529		9,521		—		22,654		266		1,417
Non-residential real estate		147,938		4,158		5,018		—		157,114		143		1,058
Farmland		40,309		—		330		—		40,639		—		337
Consumer loans		18,171		—		204		—		18,375		51		300
Commercial loans		89,085		357		2,108		—		91,550		56		439
Total	$	537,618		6,410		23,483		—		567,511		545		4,942

Loans by classification type and the related allowance amounts at December 31, 2014, are as follows:

			Special		Impaired Loans						Specific Allowance for		Allowance For Performing
	Pass		Mention		Substandard		Doubtful		Total		Impairment		Loans
December 31, 2014
One-to-four family mortgages	$	146,129		203		4,219		—		150,551		51		1,147
Home equity line of credit		33,481		—		757		—		34,238		—		181
Junior lien		2,025		40		37		—		2,102		—		14
Multi-family		20,066		2,904		3,021		—		25,991		—		85
Construction		24,241		—		—		—		24,241		—		146
Land		15,328		362		10,964		—		26,654		663		460
Non-residential real estate		131,854		5,492		13,250		—		150,596		738		1,345
Farmland		40,121		516		2,237		—		42,874		—		461
Consumer loans		14,118		21		299		—		14,438		62		432
Commercial loans		71,246		325		2,583		—		74,154		—		504
Total	$	498,609		9,863		37,367		—		545,839		1,514		4,775

23

Impaired loans by classification type and the related valuation allowance amounts at September 30, 2015, were as follows:

							For the nine month period ended
	At September 30, 2015						September 30, 2015
			Unpaid				Average		Interest
Impaired loans with no specific allowance	Recorded		Principal		Related		Recorded		Income
	Investment		Balance		Allowance		Investment		Recognized
One-to-four family mortgages	$	2,212		2,212		—		2,343		55
Home equity line of credit		273		273		—		553		9
Junior liens		16		16		—		17		1
Multi-family		3,094		3,094		—		3,019		126
Construction		—		—		—		—		—
Land		7,290		7,290		—		8,014		350
Farmland		330		330		—		268		35
Non-residential real estate		4,297		4,297		—		7,819		253
Consumer loans		—		—		—		3		—
Commercial loans		1,908		1,908		—		1,707		72
Total		19,420		19,420		—		23,743		901
Impaired loans with a specific allowance:
One-to-four family mortgages		707		707		29		710		30
Home equity line of credit		—		—		—		—		—
Junior liens		—		—		—		—		—
Multi-family		—		—		—		—		—
Construction		—		—		—		—		—
Land		2,231		3,248		266		2,083		72
Farmland		—		—		—		—		—
Non-residential real estate		721		721		143		875		20
Consumer loans		204		204		51		191		—
Commercial loans		200		200		56		419		7
Total		4,063		5,080		545		4,278		129
Total impaired loans	$	23,483		24,500		545		28,021		1,030

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Impaired loans by classification type and the related valuation allowance amounts at December 31, 2014, were as follows:

	At December 31, 2014						For the year ended December 31, 2014
Impaired loans with no specific allowance	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized
One-to-four family mortgages	$	3,501		3,501		—		2,972		176
Home equity line of credit		757		757		—		690		35
Junior liens		37		37		—		39		2
Multi-family		3,021		3,021		—		1,342		190
Construction		—		—		—		29		—
Land		7,740		7,740		—		8,978		339
Non-residential real estate		12,057		12,057		—		8,672		669
Farmland		2,237		2,237				3,968		125
Consumer loans		51		51		—		36		3
Commercial loans		2,583		2,583		—		2,246		154
Total		31,984		31,984		—		28,972		1,693
Impaired loans with a specific allowance
One-to-four family mortgages	$	718		718		51		1,434		44
Home equity line of credit		—		—		—		—		—
Junior liens		—		—		—		—		—
Multi-family		—		—		—		—		—
Construction		—		—		—		—		—
Land		3,224		4,737		663		3,418		160
Non-residential real estate		1,193		1,258		738		3,617		69
Farmland		—		—		—		619		—
Consumer loans		248		248		62		355		—
Commercial loans		—		—		—		100		—
Total		5,383		6,961		1,514		9,543		273
Total impaired loans	$	37,367		38,945		1,514		38,515		1,966

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On a periodic basis, the Bank may modify the terms of certain loans. In evaluating whether a restructuring constitutes a troubled debt restructuring (TDR), Financial Accounting Standards Board has issued Accounting Standards Update 310 (ASU 310),A Creditor’s Determination of Whether a Restructuring is a Troubled Debt Restructuring.In evaluating whether a restructuring constitutes a TDR, the Bank must separately conclude that both of the following exist:

• The restructuring constitutes a concession

• The debtor is experiencing financial difficulties

ASU 310 provides the following guidance for the Bank’s evaluation of whether it has granted a concession as follows:

• If a debtor does not otherwise have access to funds at a market interest rate for debt with similar risk characteristics as the restructured debt, the restructured debt would be considered a below market rate, which may indicate that the Bank may have granted a concession. In that circumstance, the Bank should consider all aspects of the restructuring in determining whether it has granted a concession, the creditor must make a separate assessment about whether the debtor is experiencing financial difficulties to determine whether the restructuring constitutes a TDR.

• A temporary or permanent increase in the interest rate on a loan as a result of a restructuring does not eliminate the possibility of the restructuring from being considered a concession if the new interest rate on the loan is below the market interest rate for loans of similar risk characteristics.

• A restructuring that results in a delay in payment that is insignificant is not a concession. However, the Bank must consider a variety of factors in assessing whether a restructuring resulting in a delay in payment is insignificant.

For the three month period ended September��30, 2015, the Company classified two additional loans as TDRs. At September 30, 2015, the two new TDR’s are interest only loans for six months. At September 30, 2015, the two notes that were previously classified as TDR have now begun to make monthly principal and interest payments but remain classified as TDR at this time. A summary of the activity in loans classified as TDRs for the nine month period ended September 30, 2015, is as follows:

	Balance at		New		Loss or		Loan			Removed from (Taken to)		Balance at
	December 31, 2014		TDR		Foreclosure		Amortization			Non-accrual		September 30, 2015
	(Dollars in Thousands)
Non-residential real estate	$	3,284		2,149		—		(1	)		—		5,432
Total performing TDR	$	3,284		2,149		—		(1	)		—		5,432

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A summary of the activity in loans classified as TDRs for the twelve month period ended December 31, 2014, is as follows

	Balance at		New		Loss or		Transferred to			Removed from (Taken to)		Balance at
	December 31, 2013		TDR		Foreclosure		Held For Sale			Non-accrual		December 31, 2014
	(Dollars in Thousands)
Non-residential real estate	$	—		10,271		—		(6,987	)		—		3,284
Total performing TDR	$	—		10,271		—		(6,987	)		—		3,284

(6) REAL ESTATE AND OTHER ASSETS OWNED

The Company’s real estate and other assets owned represent properties and personal collateral acquired through customer loan defaults. The property is recorded at the lower of cost or fair value less estimated cost to sell and carrying cost at the date acquired. Any difference between the book value and estimated market value is recognized as a charge off through the allowance for loan loss account. Additional real estate owned and other asset losses may be determined on individual properties at specific intervals or at the time of disposal. In general, the Company will obtain a new appraisal on all real estate owned with a book balance in excess of $250,000 on an annual basis. Additional losses are recognized as a non-interest expense.

At September 30, 2015, December 31, 2014, and September 30, 2014, the composition of the Company’s balance of non-accrual loans, real estate owned and other assets owned are as follows:

	September 30, 2015			December 31, 2014			September 30, 2014
	(Dollars in Thousands)
One-to-four family mortgages	$	55			159			120
Land		943			1,768			1,834
Non-residential real estate		738			—			—
Total other assets owned	$	1,736			1,927			1,954
Total non-accrual loans	$	7,158			3,175			1,117
Past due 90 days still accruing		1,486			—			—
Total non-performing assets	$	10,380			5,102			3,071
Non-performing assets / Total assets		1.18	%		0.55	%		0.33	%

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The following is a summary of the activity in the Company’s real estate and other assets owned for the nine month period ending September 30, 2015:

			Activity During 2015
	Balance							Reduction		Gain (Loss)			Balance
	December 31, 2014		Foreclosures		Proceeds			in Values		on Sale			September 30, 2015
	(Dollars in Thousands)
One-to-four family mortgages	$	159		105		(194	)		—		(15	)		55
Land		1,768		—		(124	)		—		(701	)		943
Non-residential real estate		—		738		—			—		—			738
Total	$	1,927		843		(318	)		—		(716	)		1,736

The following is a summary of the activity in the Company’s real estate and other assets owned for the year ended December 31, 2014:

	Activity During 2014
	Balance							Reduction			Gain (Loss)			Balance
	December 31, 2013		Foreclosures		Sales			in Values			on Sale			December 31, 2014
	(Dollars in Thousands)
One-to-four family mortgages	$	350		461		(667	)		(5	)		20			159
Land		1,124		943		(123	)		(157	)		(19	)		1,768
Non-residential real estate		200		175		(328	)		—			(47	)		—
Total	$	1,674		1,579		(1,118	)		(162	)		(46	)		1,927

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(7) INVESTMENTS IN AFFILIATED COMPANIES

Investments in affiliated companies accounted for under the equity method consist of 100% of the common stock of HopFed Capital Trust 1 (“Trust”), a wholly-owned statutory business trust. The Trust was formed on September 25, 2003. Summary financial information for the Trust follows (dollars in thousands):

Summary Statements of Financial Condition	September 30, 2015		December 31, 2014
Assets - investment in subordinated debentures issued by HopFed Bancorp, Inc.	$	10,310		10,310
Liabilities		—		—
Stockholder’s equity – trust preferred securities		10,000		10,000
Common stock (100% Owned by HopFed Bancorp, Inc.)		310		310
Total stockholders’ equity	$	10,310		10,310

Summary Statement of Income
	Three Month Periods				Nine Month Period
	Ended September 30,				Ended September 30,
	2015		2014		2015		2014
Income – interest income from subordinated debenturesissued by HopFed Bancorp, Inc.	$	87		88	$	264		261
Net income	$	87		88	$	264		261

Summary Statement of Stockholders’ Equity (For the nine month period ended September 30, 2015)
	Trust Preferred Securities		Common Stock		Retained Earnings			Total Stockholders’ Equity
Beginning balances, December 31, 2014	$	10,000		310		—			10,310
Net income		—		—		264			264
Dividends:
Trust preferred securities		—		—		(256	)		(256	)
Common paid to HopFed Bancorp, Inc.		—		—		(8	)		(8	)
Ending balances, September 30, 2015	$	10,000		310		—			10,310

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(8) FAIR VALUE OF ASSETS AND LIABILITIES

In September 2006, the FASB issued ASC 820-10,Fair Value Measurements. This Statement defines fair value, establishes a framework for measuring fair value and expands disclosure about fair value. The statement establishes a fair value hierarchy which requires an entity to maximize the use of observable input 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 is for assets and liabilities that management has obtained quoted prices (unadjusted for transaction cost) or identical assets or liabilities in active markets that the Company has the ability to access as of the measurement date.

• Level 2 is for assets and liabilities in which significant unobservable inputs other than Level 1 prices such as quoted prices for similar assets and liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

• Level 3 is for assets and liabilities in which significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability. The Company’s $1.8 million book value trust preferred is the only investment security classified as a Level 3 asset. The Company determines the value of the security by computing the present value of all scheduled future cash flows and discount accretion to determine an estimated market value for the security.

The fair values of securities available for sale are determined by a matrix pricing, which is a mathematical technique that is widely used in the industry to value debt securities without exclusively using quoted prices for the individual securities in the Company’s portfolio but rather by relying on the securities relationship to other benchmark quoted securities. Impaired loans are valued at the net present value of expected payments using the fair value of any assigned collateral. The liability associated with the Company’s derivative is obtained from a quoted value supplied by our correspondent banker. The value of real estate owned is obtained from appraisals completed on properties at the time of acquisition and annually thereafter.

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Assets and Liabilities Measured on a Recurring Basis

The assets and liabilities measured at fair value on a recurring basis at September 30, 2015, are summarized below:

	Total carrying		Quoted Prices		Significant
September 30, 2015	value in the		In Active		Other		Significant
	consolidated		Markets for		Observable		Unobservable
	balance sheet at		Identical Assets		Inputs		Inputs
Description	September 30, 2015		(Level 1)		(Level 2)		(Level 3)
Assets
Available for sale securities	$	239,922		2,010		236,122		1,790
Liabilities
Interest rate swap	$	99		—		99		—

The assets and liabilities measured at fair value on a recurring basis at December 31, 2014, are summarized below

	Total carrying		Quoted Prices		Significant
	value in the		In Active		Other		Significant
December 31, 2014	consolidated		Markets for		Observable		Unobservable
	balance sheet at		Identical Assets		Inputs		Inputs
Description	December 31, 2014		(Level 1)		(Level 2)		(Level 3)
Assets
Available for sale securities	$	303,628		3,980		298,159		1,489
Liabilities
Interest rate swap	$	390		—		390		—

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The assets and liabilities measured at fair value on a non-recurring basis are summarized below for September 30, 2015:

	Total carrying		Quoted Prices		Significant
	value in the		In Active		Other		Significant
September 30, 2015	consolidated		Markets for		Observable		Unobservable
	balance sheet at		Identical Assets		Inputs		Inputs
Description	9/30/2015		(Level 1)		(Level 2)		(Level 3)
	(Dollars in Thousands)
Assets
Other real estate and other assets owned	$	1,736		—		—	$	1,736
Impaired loans, net of reserve of $545	$	3,518		—		—	$	3,518

The assets and liabilities measured at fair value on a non-recurring basis are summarized below for December 31, 2014:

		Total carrying		Quoted Prices		Significant
December 31, 2014		value in the		In Active		Other		Significant
		consolidated		Markets for		Observable		Unobservable
	��	balance sheet at		Identical Assets		Inputs		Inputs
Description		12/31/2014		(Level 1)		(Level 2)		(Level 3)
Assets
Other real estate and other assets owned		$	1,927		—		—	$	1,927
Impaired loans, net of reserve of $1,514		$	3,869		—		—	$	3,869

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The table below includes a roll-forward of the consolidated condensed statement of financial condition items for the nine month periods ended September 30, 2015, and September 30, 2014, (including the change in fair value) for assets and liabilities classified by HopFed Bancorp, Inc. within level 3 of the valuation hierarchy for assets and liabilities measured at fair value on a recurring basis. When a determination is made to classify an asset or liability within level 3 of the valuation hierarchy, the determination is based upon the significance of the unobservable factors to the overall fair value measurement. However, since level 3 assets and liabilities typically include, in addition to the unobservable or level 3 components, observable components (that is components that are actively quoted and can be validated to external sources), the gains and losses in the table below include changes in fair value due in part to observable factors that are part of the valuation methodology.

	2015				2014
Nine month period ended September 30,	Other Assets		Other Liabilities		Other Assets		Other Liabilities
	(Dollars in Thousands)
Fair value, January 1,	$	1,489		—		1,489		—
Change in unrealized losses included in other comprehensive income for assets and liabilities still held at September 30,		289		—		—		—
Accretion of previous discounted amounts		12		—		—		—
Purchases, issuances and settlements, net		—		—		—		—
Transfers in and/or out of Level 3		—		—		—		—
Fair value, September 30,	$	1,790		—		1,489		—

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The estimated fair values of financial instruments were as follows at September 30, 2015:

							Using
					Quoted Prices		Significant
					In Active Markets		Other		Significant
			Estimated		for Identical		Observable		Unobservable
	Carrying		Fair		Assets		Inputs		Inputs
	Amount		Value		Level 1		Level 2		Level 3
Financial Assets:
Cash and due from banks	$	18,110		18,110		18,110		—		—
Interest-earning deposits		5,647		5,647		5,647		—		—
Securities available for sale		239,922		239,922		2,010		236,122		1,790
Federal Home Loan Bank stock		4,428		4,428		—		4,428		—
Loans held for sale		5,298		5,298		—		5,298		—
Loans receivable		561,514		562,862		—		—		562,862
Accrued interest receivable		4,119		4,119		—		4,119		—
Financial liabilities:
Deposits		706,198		689,565		—		689,565		—
Advances from borrowers for taxes and insurance		1,077		1,077		—		1,077		—
Advances from Federal Home Loan Bank		25,000		24,979		—		24,979		—
Repurchase agreements		46,300		46,516		—		46,516		—
Subordinated debentures		10,310		10,099		—		—		10,099
Off-balance-sheet liabilities:
Market value of interest rate swap		99		99		—		99		—

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The estimated fair values of financial instruments were as follows at December 31, 2014:

							Using
					Quoted Prices		Significant
					In Active Markets		Other		Significant
			Estimated		for Identical		Observable		Unobservable
	Carrying		Fair		Assets		Inputs		Inputs
	Amount		Value		Level 1		Level 2		Level 3
Financial Assets:
Cash and due from banks	$	34,389		34,389		34,389		—		—
Interest-earning deposits		6,050		6,050		6,050		—		—
Securities available for sale		303,628		303,628		3,980		298,159		1,489
Federal Home Loan Bank stock		4,428		4,428		—		4,428		—
Loans held for sale		1,444		1,444		—		1,444		—
Loans receivable		539,264		537,493		—		—		537,493
Accrued interest receivable		4,576		4,576		—		4,576		—
Financial liabilities:
Deposits		731,308		714,750		—		714,750		—
Advances from borrowers for taxes and insurance		513		513		—		513		—
Advances from Federal Home Loan Bank		34,000		34,217		—		34,217		—
Repurchase agreements		57,358		57,688		—		57,688		—
Subordinated debentures		10,310		10,099		—		—		10,099
Off-balance-sheet liabilities:
Market value of interest rate swap		390		390		—		390		—

(9) DERIVATIVE INSTRUMENTS

Under guidelines of Financial Accounting Standards Board (“FASB”) ASC 815, Derivative Instruments and Hedging Activities, as amended, all derivative instruments are required to be carried at fair value on the consolidated statement of financial position. ASC 815 provides special hedge accounting provisions, which permit the change in fair value of the hedge item related to the risk being hedged to be recognized in earnings in the same period and in the same income statement line as the change in the fair value of the derivative.

A derivative instrument designated in a hedge relationship to mitigate exposure to changes in the fair value of an asset, liability or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges under ASC 815. Derivative instruments designated in a hedge relationship to mitigate exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Cash value hedges are accounted for by recording the fair value of the derivative instrument and the fair value related to the risk being hedged of the hedged asset or liability on the consolidated statement of financial position with corresponding offsets recorded in the consolidated statement of financial position.

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The adjustment to the hedged asset or liability is included in the basis of the hedged item, while the fair value of the derivative is recorded as a freestanding asset or liability. Actual cash receipts or payments and related amounts accrued during the period on derivatives included in a fair value hedge relationship are recorded as adjustments to the income or expense recorded on the hedged asset or liability.

Under both the fair value and cash flow hedge methods, derivative gains and losses not effective in hedging the change in fair value or expected cash flows of the hedged item are recognized immediately in the income statement. At the hedge’s inception and at least quarterly thereafter, a formal assessment is performed to determine whether changes in the fair values or cash flows of the derivative instrument has been highly effective in offsetting changes in the fair values or cash flows of the hedged items and whether they are expected to be highly effective in the future. If it is determined a derivative instrument has not been, or will not continue to be highly effective as a hedge, hedged accounting is discontinued. ASC 815 basis adjustments recorded on hedged assets and liabilities are amortized over the remaining life of the hedged item beginning no later than when hedge accounting ceases. There were no fair value hedging gains or losses, as a result of hedge ineffectiveness, recognized for the nine month period ended September 30, 2015, or the year ended December 31, 2014.

In October of 2008, the Company entered into an interest rate swap agreement for a term of seven years and an amount of $10.0 million. The Company pays a fixed rate of 7.27% for seven years and receive an amount equal to the three-month London Interbank Lending Rate (LIBOR) plus 3.10%. The interest rate swap is classified as a cash flow hedge by the Company. At September 30, 2015, and December 31, 2014, the cost of the Company to terminate the cash flow hedge was approximately $99,000 and $390,000, respectively. The interest rate swap agreement expires October 8, 2015.

(10) EFFECT OF NEW ACCOUNTING PRONOUNCEMENTS

ASU 2015-01,“Income Statement - Extraordinary and Unusual Items (Subtopic 225-20) – Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items.” ASU 2015-01 eliminates from U.S. GAAP the concept of extraordinary items, which, among other things, required an entity to segregate extraordinary items considered to be unusual and infrequent from the results of ordinary operations and show the item separately in the income statement, net of tax, after income from continuing operations. ASU 2015-01 is effective for the Corporation beginning January 1, 2016, though early adoption is permitted. ASU 2015-01 is not expected to have a significant impact on the Company’s consolidated financial position or results of operations.

ASU No. 2015-02, “Amendments to the Consolidation Analysis.” This ASU affects reporting entities that are required to evaluate whether they should consolidate certain legal entities. Specifically, the amendments: (1) Modify the evaluation of whether limited partnerships and similar legal entities are variable interest entities (“VIEs”) or voting interest entities; (2) Eliminate the presumption that a general partner should consolidate a limited partnership; (3)

36

Affect the consolidation analysis of reporting entities that are involved with VIEs, particularly those that have fee arrangements and related party relationships; and (4) Provide a scope exception from consolidation guidance for reporting entities with interests in legal entities that are required to comply with or operate in accordance with requirements that are similar to those in Rule 2a-7 of the Investment Company Act of 1940 for registered money market funds. ASU No. 2015-02 is effective for interim and annual reporting periods beginning after December 15, 2015. The Company is currently evaluating the provisions of ASU No. 2015-02 to determine the potential impact the new standard will have on the Company’s Consolidated Financial Statements.

In May 2014, the FASB issued new guidance related toRevenue from Contracts with Customers. This guidance supersedes the revenue recognition requirements in Accounting Standards Codification Topic 605,Revenue Recognition, and most industry-specific guidance throughout the Accounting Standards Codification. The guidance requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. This guidance is effective for interim and annual reporting periods beginning after December 15, 2016; however, the FASB has agreed to a one year deferral of the effective date to December 15, 2017. The Company is currently evaluating this guidance to determine the impact on its consolidated financial statements.

In September 2015, the FASB issued Accounting Standards Update No. 2015-16,Simplifying the Accounting for Measurement-Period Adjustments. The guidance in this update eliminates the requirement to restate prior period financial statements for measurement period adjustments. The new guidance requires that the cumulative impact of a measurement period adjustment (including the impact on prior periods) be recognized in the reporting period in which the adjustment is identified. The new guidance is intended to reduce complexity in financial reporting. The elimination of the restatement requirement should simplify financial reporting for many entities. However, recognizing the entire impact of a measurement period adjustment in a single reporting period may introduce earnings volatility and reduce comparability between periods when the adjustments are material. The accounting changes in this update are effective for public companies for annual periods, and the interim periods within those annual periods, beginning after December 15, 2015. Early application is permitted for financial statements that have not been issued. The Company is currently evaluating this guidance to determine the impact on its consolidated financial statements.

Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies are not expected to have a material impact on the Company’s financial position, results of operations or cash flows.

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(11) INCOME TAXES

The Company and its subsidiaries file consolidated federal income tax returns and Tennessee excise tax returns. The Company and its non-bank subsidiaries filed consolidated Kentucky income tax returns. The Bank is exempt from Kentucky corporate income tax. The Company has no unrecognized tax benefits and has accrued any interest or penalties for uncertain tax positions. The effective tax rate differs from the statutory federal rate of 34% and Tennessee excise rate of 6.50% due to investments in qualified municipal securities; bank owned life insurance, income apportioned to Kentucky and certain non-deductible expenses.

(12) OTHER ASSETS

The Company has invested in two flow-through limited liability entities that manage and invest in affordable housing projects that qualify for historic, low-income and elderly housing tax credits. At September 30, 2015, the Company’s total investment in each entity was $422,000 and $1.0 million, respectively. The Company has no future capital commitments to either entity. The amounts recognized in net income for these investments for the three and nine month periods below include:

	For the three months				For the nine months
	ended September 30,				ended September 30,
	2015		2014		2015		2014
Investment loss included in pre-tax income	$	55		51	$	165		153
Tax credits recognized in provision for income taxes	$	24		20	$	72		60

(13) ESOP PLAN

All Company employees participate in the 2015 HopFed Bancorp, Inc. Employee Stock Ownership Plan (ESOP). The ESOP purchased 600,000 shares of the Company’s common stock from the Company on March 2, 2015, at $13.14 per share. The ESOP borrowed $7.9 million from the Company for the purchase of the stock, using the 600,000 shares of common stock as collateral. The Company makes discretionary contributions to the ESOP. The ESOP utilizes these contributions along with the dividends on the 600,000 held by the ESOP to repay the loan from the Company. When loan payments are made, ESOP shares are released based on reduction in the principal balance of the loan.

The shares are allocated to participants based on relative compensation. Employees who are not employed at the December 31^st of each year are not eligible for participation in the ESOP. The Company anticipates that loan payments will be made at the end of each year. Participants receive shares at the end of employment. The Company has the option to repurchase the shares or to provide the shares directly to the employee.

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At September 30, 2015, the ESOP has not made a loan payment to the Company. At September 30, 2015, the Company has an accrued ESOP contribution liability of approximately $630,000. At September 30, 2015, the Company has calculated that our current accrual would be sufficient to release 37,063 shares of ESOP shares to participants. At September 30, 2015, shares held by the ESOP were as follows:

Accrued to allocate to Participants		37,063
Unearned ESOP shares		562,937
Total ESOP shares		600,000
Fair value of unearned shares	$	6,727,097

(14) COMMITMENTS AND CONTINGENCIES

At September 30, 2015, the Company had $19.7 million in outstanding commitments to originate loans and undisbursed commitments on loans outstanding of $109.3 million. Management believes that the Company’s sources of funds are sufficient to fund all of its outstanding commitments. Certificates of deposits scheduled to mature in one year or less from September 30, 2015, totaled $200.1 million. Management believes that a significant percentage of such deposits will remain with the Company. At September 30, 2015, the Company has deposit balances totaling $30.2 million that exceed FDIC insurance limits without additional collateral pledged.

The Company’s FHLB borrowings are secured by a blanket security agreement pledging the Company’s 1-4 family first mortgage loans and non-residential real estate loans. At September 30, 2015, the Company has pledged all eligible 1-4 family first mortgages.

At September 30, 2015, the Company has outstanding borrowings of $25.0 million from the FHLB. At September 30, 2015, the Company’s has a $4.0 million borrowing that matures on March 17, 2016, with an interest rate of 5.34% and $6.0 million that matures on July 6, 2018, with an interest rate of 1.18%. The Federal Home Loan Bank of Cincinnati has issued letters of credit in the Bank’s name totaling $13.0 million secured by the Company’s loan portfolio to secure select municipal deposits with balances in excess of FDIC insurance limits.

At September 30, 2015, the Company had $45.6 million in additional borrowing capacity with the FHLB. The Company’s borrowing capacity with the FHLB includes an overnight line of credit of $30.0 million. At September 30, 2015, the Company’s had $15.0 million outstanding against the overnight line of credit. The Company has an $8.0 million unsecured overnight borrowing capacity from a correspondent bank.

39

The Company’s exposure to credit loss in the event of non-performance by the other party to the financial instrument for commitments to extend credit and standby letters of credit and financial guarantees written is represented by the contractual notional amount of those instruments. The Company uses the same credit policies in making these commitments and conditional obligations as it does for on-balance-sheet instruments.

At September 30, 2015, the Company had the following off-balance sheet commitments (in thousands):

Standby letters of credit	$	47
Unused home equity lines of credit	$	30,034
Unused commercial lines of credit	$	51,767
Unused unsecured personal lines of credit	$	27,458
Unfunded commitments on commercial loans	$	19,726

(15) REGULATORY MATTERS

In July 2013, the Federal Reserve Board and the FDIC approved final rules that substantially amend the regulatory capital rules applicable to Heritage Bank USA, Inc. and HopFed Bancorp, Inc. The final rules implement the regulatory capital reforms of the Basel Committee on Banking Supervision reflected in “Basel III: A Global Regulatory Framework for More Resilient Banks and Banking Systems” (Basel III) and changes required by the Dodd-Frank Act.

Under these rules, the leverage and risk-based capital ratios of bank holding companies may not be lower than the leverage and risk-based capital ratios for insured depository institutions. The final rules implementing the Basel III regulatory capital reforms became effective for the Company and Bank on January 1, 2015, and include new minimum risk-based capital and leverage ratios. Moreover, these rules refine the definition of what constitutes “capital” for purposes of calculating those ratios, including the definitions of Tier 1 capital and Tier 2 capital. The new minimum capital level requirements applicable to bank holding companies and banks subject to the rules are: (i) a new common equity Tier 1 capital ratio of 4.5%; (ii) a Tier 1 risk-based capital ratio of 6% (increased from 4%); (iii) a total risk-based capital ratio of 8%; (iv) a Tier 1 leverage ratio of 4% for all institutions. The rules also establish a “capital conservation buffer” of 2.5% (to be phased in over three years) above the new regulatory minimum risk-based capital ratios, and result in the following minimum ratios once the capital conservation buffer is fully phased in: (i) a common equity Tier 1 risk-based capital ratio of 7%, (ii) a Tier 1 risk-based capital ratio of 8.5%, and (iii) a total risk-based capital ratio of 10.5%. The capital conservation buffer requirement is being phased in beginning in January 2016 at 0.625% of risk-weighted assets and will increase each year until fully implemented in January 2019. An institution is subject to limitations on paying dividends, engaging in share repurchases and paying discretionary bonuses if capital levels fall below minimum plus the buffer amounts. These limitations establish a maximum percentage of eligible retained income that could be utilized for such actions.

40

Under these new rules, Tier 1 capital generally consist of common stock (plus related surplus) and retained earnings, limited amounts of minority interest in the form of additional Tier 1 capital instruments, and non-cumulative preferred stock and related surplus, subject to certain eligibility standards, less goodwill and other specified intangible assets and other regulatory deductions. Cumulative preferred stock and trust preferred securities issued after May 19, 2010, will no longer qualify as Tier 1 capital, but such securities issued prior to May 19, 2010, including in the case of bank holding companies with less than $15.0 billion in total assets, trust preferred securities issued prior to that date, will continue to count as Tier 1 capital subject to certain limitations. The definition of Tier 2 capital is generally unchanged for most banking organizations, subject to certain new eligibility criteria.

Common equity Tier 1 capital generally consist of common stock (plus related surplus) and retained earnings plus limited amounts of minority interest in the form of common stock, less goodwill and other specified intangible assets and other regulatory deductions. The final rules allow banks and their holding companies with less than $250 billion in assets a one-time opportunity to opt-out of a requirement to include unrealized gains and losses in accumulated other comprehensive income in their capital calculation. The Company has made the decision to opt-out of this requirement.

The Federal Reserve has adopted regulations applicable to bank holding companies with assets over $10 billion that require such holding companies and banks to conduct annual stress tests and report the results to the applicable regulators and publicly disclose a summary of certain capital information and results including pro forma changes in regulatory capital ratios. The Board of Directors and senior management are required to consider the results of the stress test in the normal course of business, including but not limited to capital planning and an assessment of capital adequacy in accordance with management’s policies. The FDIC has adopted all guidelines applicable to state nonmember banks in each case.

At September 30, 2015, the Company and the Bank exceeded all regulatory capital requirements. The table below presents certain information relating to the Company’s and Bank’s capital compliance at September 30, 2015:

	Company					Bank
	Amount		Percent			Amount		Percent
	(Dollars in Thousands)
Common equity tier 1 ratio	$	95,063		16.34	%	$	92,557		15.90	%
Tier 1 leverage ratio	$	95,063		10.92	%	$	92,557		10.67	%
Tier 1 risk-based capital ratio	$	95,063		16.34	%	$	92,557		15.90	%
Total risk based capital ratio	$	100,550		17.20	%	$	98,044		16.84	%

41

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Critical Accounting Policies

The consolidated condensed financial statements as of September 30, 2015, and December 31, 2014, and for the three and nine month periods ended September 30, 2015, and September 30, 2014, included herein have been prepared by the Company, without an audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in interim financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. These financial statements should be read in conjunction with the financial statements and notes thereon included in the Company’s 2014 Annual Report to Stockholders on Form 10-K.

Certain of the Company’s accounting policies are important to the portrayal of the Company’s financial condition, since they require management to make difficult, complex or subjective judgments, some of which may relate to matters that are inherently uncertain. Estimates associated with these policies are susceptible to material changes as a result of changes in facts and circumstances. Facts and circumstances, which could affect these material judgments, include, but without limitation, changes in interest rates, in the performance of the economy or in the financial condition of borrowers. Management believes that its critical accounting policies include determining the allowance for loan losses, determining the fair value of securities and other financial instruments, and assessing other than temporary impairments of securities.

Comparison of Financial Condition at September 30, 2015, and December 31, 2014

At September 30, 2015, total assets declined $53.1 million, to $882.7 million as compared to $935.8 million at December 31, 2014 Securities available for sale declined from $303.6 million at December 31, 2014, to $239.9 million at September 30, 2015. At September 30, 2015, and December 31, 2014, securities classified as “available for sale” had an amortized cost of $234.1 million and $297.8 million, respectively. The Company utilized the cash flow from its investment portfolio to reduce its level of time deposits, Federal Home Loan Bank (“FHLB”) advances, customer repurchase account balances and the purchase of $11.4 million in treasury stock.

The Company’s holdings of Federal Home Loan Bank of Cincinnati (FHLB) stock, at cost was $4.4 million at December 31, 2014, and September 30, 2015. Total Federal Home Loan Bank “FHLB” borrowings declined $9.0 million, from $34.0 million at December 31, 2014, to $25.0 million at September 30, 2015. Total repurchase balances decreased from $57.4 million at December 31, 2014, to $46.3 million at September 30, 2015. Net loans totaled $561.5 million and $539.3 million at September 30, 2015, and December 31, 2014, respectively.

42

At September 30, 2015, deposits declined to $706.2 million from $731.3 million at December 31, 2014. At September 30, 2015, time deposits were $313.5 million, representing a decline of $18.4 million as compared to December 31, 2014. The average cost of all deposits during the three and nine month periods ended September 30, 2015, and September 30, 2014, was 0.69% and 0.78%, respectively.

At September 30, 2015, the Company has $65.2 million in time deposits that have a weighted average cost of 2.52% that mature between December 1, 2015, and February 28, 2016. The Company’s eight year interest rate swap, used to fix the cost of the Company’s subordinated debentures at 7.27%, matured on October 8, 2015. Beginning January 1, 2016, the cost of the Company’s subordinated debt will becoming a floating rate equal to three month Libor plus 3.10%. The Company has a $4.0 million FHLB advance with a current coupon of 5.34% that will mature in March 2016.

Comparison of Operating Results for the Nine Month Periods Ended September 30, 2015 and 2014.

Net Income. The Company’s net income was $1.7 million for the nine month period ended September 30, 2015, as compared to net income of $3.2 million for the nine month period ended September 30, 2014. The decline in the Company’s results for the nine month period ended September 30, 2015, was largely the result of a negative provision for loan loss expense of $773,000 in the nine month period ended September 30, 2014, as compared to a $760,000 provision for loan loss expense for the nine month period ended September 30, 2015. For the nine month period ended September 30, 2015, the Company’s combined losses and expenses related to other real estate owned increased by $769,000 as compared to the nine month period ended September 30, 2014.

Net Interest Income. Net interest income for the nine month period ended September 30, 2015, was $20.2 million, compared to $19.5 million for the nine month period ended September 30, 2014. The increase in net interest income for the nine months ended September 30, 2015, as compared to September 30, 2014, was largely the result of a $2.0 million decline in the Company’s interest expense.

For the nine months ended September 30, 2015, the average yield on loans was 4.58%, as compared to 4.92% for the nine month period ended September 30, 2014. For the each of the nine month period’s ended September 30, 2015, and September 30, 2014, income on taxable securities was $5.0 million. For the nine month period ending September 30, 2015, the tax equivalent yield on taxable and tax free securities were 3.16% and 4.68%, respectively, as compared to 2.59% and 4.98% for the nine month period ended September 30, 2014, respectively.

For the nine month periods ended September 30, 2015, and September 30, 2014, the Company’s cost of interest bearing liabilities was 0.95% and 1.25%, respectively. The lower cost of interest bearing liabilities was largely the result of the prepayment of FHLB advances in December 2014. For the nine month period ended September 30, 2015, and September 30, 2014, the Company’s net interest margin was 3.40% and 3.12%, respectively.

43

Average Balances, Yields and Interest Expenses. The table on the next page summarizes the overall effect of changes in both interest rates and the average balances of interest earning assets and liabilities for the nine-month periods ended September 30, 2015, and September 30, 2014. Yields on assets and cost of liabilities are derived by dividing income or expense by the average daily balances of interest earning assets and liabilities for the appropriate nine-month periods. Average balances for loans include loans classified as non-accrual, net of the allowance for loan losses. The table adjusts tax-free investment income by $625,000 for the nine month period ended September 30, 2015, and $774,000 for the nine month period ended September 30, 2014, for a tax equivalent rate using a cost of funds rate of 0.95% for September 30, 2015, and 1.25% for September 30, 2014. The table adjusts tax-free loan income by $5,000 for September 30, 2015, and $9,000 for September 30, 2014, respectively, for a tax equivalent rate using the same cost of funds rate:

	Average		Income &			Average			Average		Income &			Average
	Balance		Expense			Rates			Balance		Expense			Rates
	09/30/2015		09/30/2015			09/30/2015			09/30/2014		09/30/2014			09/30/2014
Loans	$	550,047	$	18,900			4.58	%	$	535,659	$	19,752			4.92	%
Investments AFS taxable		208,721		4,953			3.16	%		259,615		5,035			2.59	%
Investments AFS tax free		53,859		1,892			4.68	%		63,321		2,363			4.98	%
Interest earning deposits		5,096		11			0.29	%		9,819		19			0.26	%
Total interest earning assets		817,723		25,756			4.20	%		868,414		27,169			4.17	%
Other assets		74,136								73,550
Total assets	$	891,859							$	941,964
Retail time deposits	$	289,157		2,516			1.16	%	$	307,307		2,786			1.21	%
Brokered deposits		32,706		279			1.14	%		39,741		401			1.35	%
Interest bearing checking accounts		195,929		810			0.55	%		191,925		981			0.68	%
MMDA and savings accounts		95,016		146			0.20	%		96,278		145			0.20	%
FHLB borrowings		17,315		206			1.59	%		44,985		1,292			3.83	%
Repurchase agreements		43,726		368			1.12	%		41,386		722			2.33	%
Subordinated debentures		10,310		553			7.15	%		10,310		551			7.13	%
Total interest bearing liabilities		684,159		4,878			0.95	%		731,932		6,878			1.25	%
Non-interest bearing deposits		112,198								105,325
Other non-interest bearing liabilities		4,363								5,026
Stockholders’ equity		91,139								99,681
Total liabilities and stockholders’ equity	$	891,859							$	941,964
Interest rate spread				20,878			3.25	%				20,291			2.92	%
Net interest margin				3.40	%							3.12	%

44

Interest Income. For the nine month periods ended September 30, 2015, and September 30, 2014, the Company’s total interest income was $25.1 million and $26.4 million, respectively. For the nine month period ended September 30, 2015, and September 30, 2014, interest income on loans was $18.9 million and $19.7 million, respectively. The average balance of loans receivable increased from $535.7 million for the nine month period ended September 30, 2014, to $550.0 million for the nine month period ended September 30, 2015. The ratio of average interest-earning assets to average interest-bearing liabilities increased from 118.7% for the nine months ended September 30, 2014, to 119.5% for the nine months ended September 30, 2015.

Interest Expense. Interest expense declined $2.0 million for the nine month period ended September 30, 2015, as compared to the nine month period ended September 30, 2014. For the nine month period ending September 30, 2015, the Company’s interest expense on FHLB advances was $206,000, compared to $1.3 million for the nine month period ended September 30, 2014. The Company’s decision to prepay $35.9 million in FHLB advances was the most significant contributing factor in the reduction of the Company’s borrowing expense. The average balance of funds borrowed from the FHLB declined to $17.3 million, from $45.0 million for the nine months ended September 30, 2014. The average cost of FHLB borrowing were 3.83% for the nine months ended September 30, 2014, and 1.59% for the nine months ended September 30, 2015. For the nine month period ended September 30, 2015, the average balance of interest bearing retail time deposits declined $18.1 million to $289.2 million, as compared to $307.3 million for the nine month period ended September 30, 2014.

The average cost of brokered deposits declined from 1.35% for the nine months ended September 30, 2014, to 1.14% for the nine months ended September 30, 2015. Over the same period, the average balance of brokered deposits declined $7.0 million to $32.7 million for the nine month period ended September 30, 2015, as compared to the nine month period ended September 30, 2014. For the nine month period ended September 30, 2015, the Company’s total cost of deposits was 0.69% as compared to 0.78% for the nine month period ended September 30, 2014.

The average balance of repurchase agreements increased from $41.4 million for the nine months ended September 30, 2014, to $43.7 million for the nine month period ended September 30, 2015. The average cost of repurchase agreements was 2.33% for the nine months ended September 30, 2014, and 1.12% for the nine month period ended September 30, 2015. The reduction in the cost of repurchase agreements was primarily from the maturity of a $10.0 million long term wholesale repurchase agreement that matured in September 2014 at a cost of 4.28%.

45

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 and 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 Company determined that an additional $760,000 in provision for loan loss was required for the nine month period ended September 30, 2015.

For the nine month period ended September 30, 2014, the Company determined that it could record a $773,000 reduction in the allowance for loan loss account. The reduction in the allowance account for the nine month period ended September 30, 2014, was the result of the Company’s improved credit quality, a reduction in the level of adversely classified assets and improving local and national economy.

Non-Interest Income. There was a $219,000 decline in non-interest income in the nine month period ended September 30, 2015, as compared to the same period in 2014. The decline in non-interest income was largely the result of a decline in service charge income and financial services income. For the nine month period ended September 30, 2015, the Company earned $539,000 in financial services income as compared to $737,000 during the nine month period ended September 30, 2014. For the nine month ended September 30, 2015, the Company’s service charge income was $2.2 million as compared to $2.5 million for the nine month period ended September 30, 2014. The Company’s mortgage origination income continues to improve, as we earned $865,000 in the nine month period ended September 30, 2015, as compared to $507,000 in the nine month period ended September 30, 2014.

Non-Interest Expenses. There was a $923,000 increase in total non-interest expenses in the nine-month period ended September 30, 2015, as compared to the same period in 2014. The most significant change in non-interest expenses was a $556,000 increase in losses on the sale of other real estate owned, a $213,000 increase in expenses related to other real estate owned and a $780,000 increase in salaries and benefit expense for the nine month period ended September 30, 2015, as compared to the nine month period ended September 30, 2014. For the nine month period ended September 30, 2015, the increase in salaries and benefits expense was largely the result of payroll expenses related to the opening of the Nashville, Tennessee, loan production office in the fourth quarter of 2014 as well as a company-wide increase in healthcare cost.

Income Taxes. The effective tax rate for the nine-month periods ending September 30, 2015, was 10.2% due to the lower levels of taxable income. For the nine month period ended September 30, 2014, the Company’s tax rate was 16.8% due to the higher levels of overall gross income.

46

Comparison of Operating Results for the Three Month Periods Ended September 30, 2015 and 2014.

Net Income. For the three month period ended September 30, 2015, the Company experienced net income of $510,000, as compared to net income of $2.0 million for the three month period ended September 30, 2014. The decline in net income as compared to the three month period ended September 30, 2014, was significantly influenced by an $892,000 recapture in provision for loan losses as compared to the three month period ended September 30, 2015.

Net Interest Income. Net interest income for the three month period ended September 30, 2015, was $6.4 million, compared to $6.8 million for the three month period ended September 30, 2014. The decline in net interest income for the three months ended September 30, 2015, as compared to September 30, 2014, was due to a $539,000 decline in the Company’s interest income on loans, a $116,000 decline in tax free securities income and a $325,000 decline in the Company’s income on taxable securities available for sale. The decline of interest income was partially offset by a $553,000 decline in the Company’s interest expense.

For the three months ended September 30, 2015, the average yield on loans was 4.59%, as compared to 5.16% for the three month period ended September 30, 2014. For the three month periods ended September 30, 2015, and September 30, 2014, income on taxable investments were $1.2 million and $1.6 million, respectively. For the three month period ending September 30, 2015, the tax equivalent yield on taxable and tax free securities were 2.52% and 4.66%, respectively, as compared to 2.35% and 4.69% for the three month period ended September 30, 2014, respectively.

For the three month periods ended September 30, 2015, and September 30, 2014, the Company’s cost of interest bearing liabilities was 0.97% and 1.17%, respectively. For the three month period ended September 30, 2015, and September 30, 2014, the Company’s net interest margin was 3.25% and 3.22%, respectively.

Average Balances, Yields and Interest Expenses. The table on the next page summarizes the overall effect of changes in both interest rates and the average balances of interest earning assets and liabilities for the three-month periods ended September 30, 2015, and September 30, 2014. Yields on assets and cost of liabilities are derived by dividing income or expense by the average daily balances of interest earning assets and liabilities for the appropriate three month periods.

47

Average balances for loans include loans classified as non-accrual, net of the allowance for loan losses. The table adjusts tax-free investment income by $197,000 for September 30, 2015, and $251,000 for September 30, 2014, for a tax equivalent rate using a cost of funds rate of 0.97% for September 30, 2015, and 1.20% for September 30, 2014. The table adjusts tax-free loan income by $3,000 for the three month periods ended September 30, 2015 and September 30, 2014, respectively, for a tax equivalent rate using the same cost of funds rate:

	Average		Income and			Average			Average		Income and			Average
	Balance		Expense			Rates			Balance		Expense			Rates
	9/30/2015		9/30/2015			9/30/2015			9/30/2014		9/30/2014			9/30/2014
	(Table Amounts in Thousands, Except Percentages)
Loans	$	555,792		6,377			4.59	%	$	535,774		6,916			5.16	%
Investments AFS taxable		196,524		1,237			2.52	%		265,853		1,562			2.35	%
Investment AFS tax free		51,063		595			4.66	%		65,298		765			4.69	%
Interest bearing deposits		6,305		3			0.19	%		10,917		5			0.18	%
Total interest earning assets		809,684		8,212			4.06	%		877,842		9,248			4.21	%
Other assets		67,860								75,617
Total assets	$	877,544							$	953,459
Retail time deposits		286,516		840			1.17	%		320,008		896			1.12	%
Brokered deposits		30,149		89			1.18	%		42,605		110			1.03	%
MMDA and Savings		94,679		45			0.19	%		94,522		49			0.21	%
Interest bearing checking		191,903		272			0.57	%		190,329		299			0.63	%
FHLB borrowings		10,685		71			2.66	%		42,970		430			4.00	%
Repurchase agreements		47,124		130			1.10	%		46,765		228			1.95	%
Subordinated debentures		10,310		186			7.22	%		10,310		174			6.75	%
Total interest bearing liabilities		671,366		1,633			0.97	%		747,509		2,186			1.17	%
Non-interest bearing deposits		114,319								103,112
Other liabilities		4,574								4,660
Stockholders’ equity		87,285								98,178
Total liabilities and stockholders’ equity	$	877,544							$	953,459
Net interest income				6,579								7,062
Interest rate spread							3.09	%							3.04	%
Net interest margin				3.25	%							3.22	%

48

Interest Income. For the three month periods ended September 30, 2015, and September 30, 2014, the Company’s total interest income was $8.0 million and $9.0 million, respectively. For the three month period ended September 30, 2015, interest income on loans was $6.4 million, a $539,000 decline as compared to the three month period ended September 30, 2014. The average balance of loans receivable increased from $535.8 million for the three month period ended September 30, 2014, to $555.8 million for the three month period ended September 30, 2015. The ratio of average interest-earning assets to average interest-bearing liabilities increased from 117.4% for the three month period ended September 30, 2014, to 120.6% for the three month period ended September 30, 2015.

Interest Expense. Interest expense declined $553,000 for the three months ended September 30, 2015, as compared to the three month period ended September 30, 2014. The decline was attributable to the prepayment of FHLB advances and an increase in lower cost interest bearing checking accounts. The average balance of funds borrowed from the FHLB declined by $32.3 million, from $43.0 million for the three months ended September 30, 2014, to $10.7 million for the three month period ended September 30, 2015. The average cost of borrowed funds from the FHLB was 4.00% for the three months ended September 30, 2014, and 2.66% for the three months ended September 30, 2015, respectively. The average balance of repurchase agreements increased from $46.8 million for the three months ended September 30, 2014, to $47.1 million for the three month period ended September 30, 2015. The average cost of repurchase agreements was 1.95% for the three months ended September 30, 2014, and 1.10% for the three month period ended September 30, 2015.

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 and 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 Company determined that it could record a $892,000 reduction in the allowance for loan loss account during three month period ended September 30, 2014, compared to a $275,000 provision for loan loss expense for the three month period ended September 30, 2015. The reduction in the allowance for loan loss account was the result of improved credit quality, enhanced economic trends, and lower levels of assets with specific reserves.

Non-Interest Income. The Company’s non-interest income declined by $457,000 in the three month period ended September 30, 2015, as compared to the three month period ended September 30, 2014. The decline in non-interest income was partly the result of a $191,000 decline in gains realized on the sale of investments. The Company’s income for services charges was $750,000 for the three month period ended September 30, 2015, compared to $879,000 for the same period in 2014. The Company’s financial services commission declined from $363,000 for the three month period ended September 30, 2014, to $186,000 for the three month period ended September 30, 2015. For the three month period ended September 30, 2015, the Company earned $345,000 in mortgage origination income as compared to $316,000 during the three month period ended September 30, 2014.

49

Non-Interest Expenses. There was a $10,000 decrease in total non-interest expenses in the three month period ended September 30, 2015, as compared to the three month period ended September 30, 2014. The most significant change in non-interest expenses was a $231,000 increase in expenses related to real estate owned and a $79,000 increase in salary and benefit expense for the three month period ended September 30, 2015, as compared to the three month period ended September 30, 2014. The increase in salaries and benefits expense is largely the result of payroll related to the Company’s new loan production office in Nashville and higher health insurance cost.

Income Taxes. For the three month period ended September 30, 2015, the Company’s effective tax rate was negative due to a high level of tax free income, tax credits available to the Company and relatively low level of net income. The effective tax rate for the three month period ended September 30, 2014, was 22.8%.

Liquidity and Capital Resources. The Company has no business other than that of the Bank. Management believes that 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 Company uses brokered deposits to supplement its asset liability need for longer term deposits at reasonable prices. In addition to the coupon rate listed below, brokered deposits carry an additional fee of approximately 0.25% that includes the cost of selling and servicing the deposits. The Company includes this cost as interest expense on its income statement and on its table on pages 44 and 48 that provides the yields and cost of assets and liabilities.

At September 30, 2015, the Company’s brokered deposits consisted of the following:

Issue Date	Interest Rate			Balance		Maturity Date
7/22/2013		0.65	%	$	1,940,000		11/22/2015
12/21/2010		1.70	%		805,000		12/21/2015
9/21/2012		0.60	%		2,500,000		1/21/2016
7/9/2012		0.75	%		2,309,000		3/9/2016
3/17/2011		2.25	%		1,500,000		3/17/2016
7/22/2013		0.80	%		2,000,000		7/22/2016
8/6/2014		0.75	%		2,842,000		10/06/2016
10/13/2011		1.35	%		2,086,000		10/13/2016	(1)
3/9/2012		1.00	%		3,044,000		12/9/2016	(1)
7/9/2012		1.05	%		1,446,000		1/9/2017	(1)
1/9/2015		1.00	%		2,077,000		4/9/2017
7/27/2012		1.00	%		1,500,000		7/27/2017
1/3/2013		1.00	%		3,030,000		1/3/2018
1/9/2015		1.20	%		2,004,000		1/9/2018
Total				$	29,083,000

⁽¹⁾  Denotes brokered deposit with rising rate feature in which the Bank has a call option.

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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 actual results of the Company’s asset liability management analysis are highly dependent on the prepayment speed of mortgage backed securities and collateralized mortgage obligations. The United States Treasury’s policy of purchasing longer dated Treasury bonds has the result of lowering mortgage loan rates, allowing more consumers to refinance their mortgages and pay-off their current mortgage, resulting in higher prepayment speeds on mortgage investment products.

The effects of rising interest rates are discussed throughout Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Actual results for the year ending December 31, 2015, will differ from simulations due to timing, magnitude, and the frequency or interest rate changes, market conditions, management strategies, and the timing of the Company’s cash receipts and disbursements.

The Company’s analysis at September 30, 2015, indicates that changes in interest rates are less likely to result in significant changes in the Company’s annual net interest income. A summary of the Company’s analysis at September 30, 2015, for the twelve month period ending September 30, 2016, is as follows:

	Down 1.00%		No change		Up 1.00%		Up 2.00%		Up 3.00%
	(Dollars In Thousands)
Net interest income	$	26,045	$	27,324	$	27,967	$	28,577	$	29,104

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Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures.

In accordance with Rule 13a-15(b) under the Securities Exchange Act of 1934 (the “Exchange Act”), an evaluation was carried out with the participation of the Company’s management, including the Company’s President and Chief Executive Officer and Senior Vice President, Chief Financial Officer and Treasurer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the quarter ended September 30, 2015.

Based upon their evaluation of these disclosure controls and procedures, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective as of the end of the nine months ended September 30, 2015, to ensure that material information relating to the Company, including its consolidated subsidiaries, was made known to them by others within those entities, particularly during the period in which this quarterly report on Form 10-Q was being prepared.

Any control system, no matter how well conceived and operated, can provide only reasonable assurance that its objectives are achieved. The design of a control system inherently has limitations, including the controls cost relative to their benefits. Additionally, controls can be circumvented. No cost-effective control system can provide absolute assurance that all control issues and instances of fraud will be detected.

The Company is subject to Section 404 of The Sarbanes-Oxley Act of 2002. Section 404 requires management to assess and report on the effectiveness of the Company’s internal controls over financial reporting.

Changes in Internal Control over Financial Reporting

There were no changes in the Company’s internal control over financial reporting includes (as such term’s defined in rules 13a-15(f) and 15d-15(f)) under the Exchange Act during the Company’s fiscal quarter ended September 30, 2015, that have materially affected, or are reasonable likely to materially affect, the Company’s internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Various legal proceedings to which the Company or its subsidiaries is a party arise from time to time in the normal course of business. There are no material pending legal proceedings to which the Company or its subsidiaries is a party or of which any of their property is the subject.

Item 1A. Risk Factors

There have been no material changes to our risk factors as previously disclosed in Part 1, Item 1A of our annual report on Form 10K for the fiscal year ended December 31, 2014.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

N/A

(a) Use of Proceeds. Not applicable

(b) Repurchase of Equity Securities

					Total number		Maximum
					of shares		Number of
					Purchased		Shares that
	Total				as part of		Yet may be
	Number of		Average		Publically		Purchased Under
	Shares		Price Paid		Announced		the Program at
Period	Purchased		Per Share		Programs		the end of the period
July 1, 2015, to July 31, 2015		—		—		1,573,191		504,725
August 1, 2015, to August 31, 2015		17,495	$	11.64		1,590,686		487,230
September 1, 2015, to September 30, 2015		48,000	$	11.52		1,638,686		439,230
Total		65,495	$	11.55		1,638,686		439,230

The Company’s buyback program expired October 31, 2015.

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Item 3. Defaults Upon Senior Securities

None

Item 4. Mine Safety Disclosures

Not Applicable

Item 5. Other Information

None

Item 6. Exhibits

31.1	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for John E. Peck, President and Chief Executive Officer.
31.2	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Billy C. Duvall, Senior Vice President, Chief Financial Officer and Treasurer
32.1	Certification Pursuant to Section 18 U.S.C. Section 1350 includes (as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002 for John E. Peck, President and Chief Executive Officer.
32.2	Certification Pursuant to Section 18 U.S.C. Section 1350 includes (as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002 for Billy C. Duvall, Senior Vice President, Chief Financial Officer and Treasurer.
101	The following materials from the Company’s quarterly report on Form 10-Q for the three and nine month period ended September 30, 2015, formatted in (eXtensible Business Reporting Language): (i) Consolidated Condensed Statements of Financial Condition as of September 30, 2015 (unaudited) and December 31, 2014, (ii) Consolidated Condensed Statements of Income for the three and nine month periods ended September 30, 2015, and September 30, 2014 (unaudited), (iii) Consolidated Condensed Statement of Comprehensive Income for the three and nine month periods ended September 30, 2015, and September 30, 2014 (unaudited), (iv) Consolidated Condensed Statement of Stockholders’ Equity, for the nine month periods ended September 30, 2015, and September 30, 2014 (unaudited); and (v) Consolidated Condensed Statements of Cash Flows, for the nine month periods ended September 30, 2015, and September 30, 2014 (unaudited), and (iv) Notes to Consolidated Condensed Financial Statements (unaudited), tagged as blocks of text.

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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:  November 9, 2015	/s/ John E. Peck
	John E. Peck
	President and Chief Executive Officer
Date:  November 9, 2015	/s/ Billy C. Duvall
	Billy C. Duvall
	Senior Vice President, Chief Financial Officer and Treasurer

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