Hopfed Bancorp (HFBC) 10-Q 2016 Q1 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 March 31, 2016

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 May 6, 2016, the Registrant had outstanding 6,775,640 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 March 31, 2016 (unaudited) and December 31, 2015		2
	Consolidated Condensed Statements of Income for the Three-Month Periods Ended March 31, 2016, and March 31, 2015 (unaudited)		4
	Consolidated Condensed Statements of Comprehensive Income for the Three- Month Periods Ended March 31, 2016, and March 31, 2015 (unaudited)		6
	Consolidated Condensed Statement of Stockholders’ Equity for the Three-Month Periods Ended March 31, 2016, and March 31, 2015 (unaudited)		7
	Consolidated Condensed Statements of Cash Flows for the Three-Month Periods Ended March 31, 2016, and March 31, 2015 (unaudited)		9
	Notes to Unaudited Consolidated Condensed Financial Statements		10
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		45
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		53
Item 4.	Controls and Procedures		53
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings		54
Item 1A.	Risk Factors		54
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		55
Item 3.	Defaults Upon Senior Securities		55
Item 4.	Mine Safety Disclosures		55
Item 5.	Other Information		55
Item 6.	Exhibits		56
SIGNATURES			56

1

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

HOPFED BANCORP, INC.

Consolidated Condensed Statements of Financial Condition

(Dollars in Thousands)

	March 31, 2016		December 31, 2015
	(Unaudited)
Assets
Cash and due from banks	$	27,393		46,926
Interest-earning deposits		14,798		7,772
Cash and cash equivalents		42,191		54,698
Federal Home Loan Bank stock, at cost		4,428		4,428
Securities available for sale		237,829		237,177
Loans held for sale		1,339		2,792
Loans receivable, net of allowance for loan losses of $6,163 at March 31, 2016, and $5,700 at December 31, 2015		554,727		556,349
Accrued interest receivable		3,871		4,139
Real estate and other assets owned		1,457		1,736
Bank owned life insurance		10,403		10,319
Premises and equipment, net		23,975		24,034
Deferred tax assets		1,857		2,642
Other assets		3,753		4,840
Total assets	$	885,830		903,154
Liabilities and Stockholders’ Equity
Liabilities:
Deposits:
Non-interest-bearing accounts	$	127,067		125,070
Interest-bearing accounts
Interest bearing checking accounts		216,817		203,779
Savings and money market accounts		95,906		95,893
Other time deposits		285,163		314,664
Total deposits		724,953		739,406
Advances from Federal Home Loan Bank		11,000		15,000
Repurchase agreements		46,940		45,770
Subordinated debentures		10,310		10,310
Advances from borrowers for taxes and insurance		754		614
Dividends payable		286		287
Accrued expenses and other liabilities		2,819		4,137
Total liabilities		797,062		815,524

See accompanying Notes to Unaudited Consolidated Condensed Financial Statements.

2

HOPFED BANCORP, INC.

Consolidated Condensed Statements of Financial Condition, Continued

(Dollars in Thousands)

	March 31, 2016			December 31, 2015
	(Unaudited)
Stockholders’ equity
Preferred stock, par value $0.01 per share; authorized - 500,000 shares; no shares issued and outstanding at March 31, 2016, and December 31, 2015.		—			—
Common stock, par value $.01 per share; authorized 15,000,000 shares; 7,962,308 issued and 6,800,763 outstanding at March 31, 2016, and 7,951,699 issued and 6,865,811 outstanding at December 31, 2015		80			79
Additional paid-in-capital		58,618			58,604
Retained earnings		47,382			47,124
Treasury stock- common (at cost, 1,161,545 shares at March 31, 2016, and 1,085,888 shares at December 31, 2015)		(14,372	)		(13,471	)
Unallocated ESOP shares (at cost, 535,671 shares at March 31, 2016, and 546,413 shares at December 31, 2015)		(7,039	)		(7,180	)
Accumulated other comprehensive Income, net of taxes		4,099			2,474
Total stockholders’ equity		88,768			87,630
Total liabilities and stockholders’ equity	$	885,830			903,154

The consolidated condensed statement of financial condition at December 31, 2015, 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)

(Unaudited)

	For the Three Month Periods
	Ended March 31,
	2016		2015
Interest and dividend income:
Loans receivable	$	6,465		6,290
Investment in securities, taxable		1,247		2,448
Investment in securities, non-taxable		353		453
Interest-earning deposits		16		4
Total interest and dividend income		8,081		9,195
Interest expense:
Deposits		1,095		1,260
Advances from Federal Home Loan Bank		73		69
Repurchase agreements		143		120
Subordinated debentures		94		184
Total interest expense		1,405		1,633
Net interest income		6,676		7,562
Provision for loan losses		458		215
Net interest income after provision for loan losses		6,218		7,347
Non-interest income:
Service charges		677		714
Merchant card income		291		270
Mortgage origination revenue		368		177
Gain on sale of securities		291		366
Income from bank owned life insurance		84		71
Financial services commission		133		159
Other operating income		176		156
Total non-interest income		2,020		1,913

See accompanying Notes to Unaudited Consolidated Condensed Financial Statements.

4

HOPFED BANCORP, INC.

Consolidated Condensed Statements of Income, Continued

(Dollars in Thousands, Except Per Share Amounts)

(Unaudited)

	For the Three Month Periods
	Ended March 31,
	2016		2015
Non-interest expenses:
Salaries and benefits		3,988		4,184
Occupancy expense		787		738
Data processing expense		727		692
Other state taxes		248		248
Intangible amortization expense		—		16
Professional services expense		335		329
Deposit insurance and examination expense		173		117
Advertising expense		320		306
Postage and communications expense		155		132
Supplies expense		149		146
Loss (Gain) on sale of real estate owned		9		(7	)
Real estate owned expenses		59		137
Other operating expenses		733		432
Total non-interest expense		7,683		7,470
Income before income tax expense		555		1,790
Income tax expense		46		435
Net income	$	509	$	1,355
Net income per share
Basic	$	0.08	$	0.20
Fully diluted	$	0.08	$	0.20
Dividend per share	$	0.04	$	0.04
Weighted average shares outstanding - basic		6,297,755		6,732,456
Weighted average shares outstanding - diluted		6,297,755		6,732,456

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
	Periods Ended March 31,
	2016			2015
Net income		509			1,355
Other comprehensive income, net of tax:
Unrealized gain (loss) on non other than temporary impaired investment securities available for sale, net of taxes of ($897) and ($632) for the three month periods ended March 31, 2016 and March 31, 2015, respectively.		1,745			1,227
Unrealized gain on OTTI securities, net of taxes of ($37) for the three month period ended March 31, 2016		72			—
Unrealized gain on derivatives, net of taxes of ($32) for the three month period ended March 31, 2015.		—			64
Reclassification adjustment for gains and accretion included in net income, net of taxes		(192	)		(242	)
Total other comprehensive income		1,625			1,049
Comprehensive income		2,134			2,404

See accompanying Notes to Unaudited Consolidated Condensed Financial Statements.

6

HOPFED BANCORP, INC.

Consolidated Condensed Statement of Stockholders’ Equity

For the Three Month Period Ended March 31, 2015

(Dollars in Thousands, Except Share Amounts)

(Unaudited)

		Shares Common Stock			Common Stock		Additional Capital Surplus		Retained Earnings			Treasury Stock Common			Unearned ESOP Shares			Accumulated Other Comprehensive Stockholders 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			—			—		—		1,355			—			—			—		1,355
Treasury stock reissued			600,000										7,884			(7,884	)		—		—
Repurchase of treasury stock			(725,341	)		—		—		—			(9,722	)		—			—		(9,722	)
Compensation expense, restricted stock awards			—			—		49		—			—			—			—		49
Net change in unrealized gain on securities available for sale, net of income taxes of ($508)			—			—		—		—			—			—			985		985
Net change in unrealized loss on derivatives, net of income taxes of $32			—			—		—		—			—			—			64		64
Cash dividend to common stockholders			—			—		—		(257	)		—			—			—		(257	)
Balance March 31, 2015			7,045,941		$	79		58,515		46,827			(11,267	)		(7,884	)		4,606		90,876

See accompanying Notes to Unaudited Consolidated Condensed Financial Statements

7

HOPFED BANCORP, INC.

Consolidated Condensed Statement of Stockholders’ Equity

For the Three Month Period Ended March 31, 2016

(Dollars in Thousands, Except Share Amounts)

(Unaudited)

	Shares Common Stock			Common Stock		Additional Capital Surplus			Retained Earnings			Treasury Stock Common			Unearned ESOP Shares			Accumulated Other Comprehensive Income		Total Stockholders Equity
Balance at December 31, 2015		6,865,811		$	79		58,604			47,124			(13,471	)		(7,180	)		2,474		87,630
Consolidated net income		—			—		—			509			—			—			—		509
Issue of restricted stock		10,609			1		—			—			—			—			—		1
Repurchase of treasury stock		(75,657	)		—		—			—			(901	)		—			—		(901	)
ESOP Shares earned		—			—		(16	)		—			—			141			—		125
Compensation expense, restricted stock awards		—			—		30			—			—			—			—		30
Net change in unrealized gain on securities available for sale, net of income taxes of ($838)		—			—		—			—			—			—			1,625		1,625
Cash dividend to common stockholders		—			—		—			(251	)		—			—			—		(251	)
Balance March 31, 2016		6,800,763		$	80		58,618			47,382			(14,372	)		(7,039	)		4,099		88,768

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 Three Month Periods
	Ended March 31,
	2016			2015
Cash flows from operating activities:
Net cash provided by operating activities	$	817		$	1,673
Cash flows from investing activities
Proceeds from sales, calls and maturities of securities available for sale		16,764			59,190
Purchase of securities available for sale		(15,021	)		(14,075	)
Net (increase) decrease in loans		3,259			(10,155	)
Proceeds from sale of foreclosed assets		282			46
Purchase of premises and equipment		(313	)		(655	)
Net cash used in investing activities		4,971			34,351
Cash flows from financing activities:
Net increase (decrease) in demand deposits		15,048			(4,223	)
Net increase (decrease) in time and other deposits		(29,501	)		124
Increase (decrease) in advances from borrowers for taxes and insurance		140			280
Repayment of advances from Federal Home Loan Bank		(4,000	)		(15,000	)
Net increase (decrease) in repurchase agreements		1,170			(11,892	)
Cash used to repurchase treasury stock		(901	)		(9,722	)
Dividends paid on common stock		(251	)		(281	)
Net cash provided by financing activities		(18,295	)		(40,714	)
Increase (decrease) in cash and cash equivalents		(12,507	)		(4,690	)
Cash and cash equivalents, beginning of period		54,698			40,439
Cash and cash equivalents, end of period	$	42,191		$	35,749
Supplemental disclosures of cash flow information:
Interest paid	$	1,509		$	1,662
Income taxes paid		—			—
Supplemental disclosures of non-cash investing and financing activities:
Loans charged off	$	83		$	403
Foreclosures and in substance foreclosures of loans during period	$	—		$	464
Net unrealized gains (losses) on investment securities classified as available for sale	$	2,460		$	1,493
Increase (decrease) in deferred tax asset related to unrealized gains on investments	($	838	)	($	508	)
Dividends declared and payable	$	286		$	272
Issue of common stock to ESOP	$	—		$	7,884
Issue of restricted common stock	$	125			—

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 Solutions 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 to Form 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 March 31, 2016, are not necessarily indicative of results that may be expected for the entire fiscal year ending December 31, 2016.

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, 2015. The accounting policies followed by the Company are set forth in the Summary of Significant Accounting Policies in the Company’s December 31, 2015, 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 month periods ended March 31, 2016, and March 31, 2015. Diluted common shares arise from the potentially dilutive effect of the Company’s stock options and warrants outstanding. For the three month periods ended March 31, 2016, and March 31, 2015, the Company has excluded all unearned shares held by the ESOP.

	March 31,
	2016		2015
Basic IPS:
Net income	$	509,000	$	1,355,000
Average common shares outstanding		6,297,755		6,732,456
Net income per share	$	0.08	$	0.20
Diluted IPS:
Net Income	$	509,000	$	1,355,000
Average common shares outstanding		6,297,755		6,732,456
Dilutive effect of stock options		—		—
Average diluted shares outstanding		6,297,755		6,732,456
Net income per share, diluted	$	0.08	$	0.20

(3) STOCK COMPENSATION

The Company incurred compensation cost related to the HopFed Bancorp, Inc. 2004 Long Term Incentive Plan of $30,000 for the three month period ended March 31, 2016, and $49,000 for the three month period ended March 31, 2015, respectively. The Company issued 10,609 shares of restricted stock in the three month period ended March 31, 2016. The Company did not issue any shares of restricted stock during the three month periods ended March 31, 2015. The table below provides a detail of the Company’s future compensation expense related to restricted stock vesting at March 31, 2016:

Year Ending	Future
December 31,	Expense
2016	$	123,788
2017		86,323
2018		50,939
2019		4,975
Total	$	266,025

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.

11

(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 March 31, 2016, the Company has 27 securities with unrealized losses. The carrying amount of securities and their estimated fair values at March 31, 2016, were as follows:

	March 31, 2016
			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		4		—			2,005
U.S. Agency securities		89,094		2,714		(46	)		91,762
Taxable municipal bonds		6,174		99		(7	)		6,266
Tax free municipal bonds		38,573		2,271		(15	)		40,829
Trust preferred securities		1,621		353		—			1,974
Mortgage-backed securities:
GNMA		28,305		318		(111	)		28,512
FNMA		32,510		571		(35	)		33,046
FHLMC		10,711		74		(7	)		10,778
NON-AGENCY CMO		3,757		—		(237	)		3,520
AGENCY CMO		18,872		265		—			19,137
	$	231,618		6,669		(458	)		237,829

12

The carrying amount of securities and their estimated fair values at December 31, 2015, was as follows:

	December 31, 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		—		(1	)		2,000
U.S. Agency securities		91,694		1,727		(488	)		92,933
Tax free municipal bonds		42,237		2,481		(59	)		44,659
Taxable municipal bonds		6,190		52		(65	)		6,177
Trust preferred securities		1,617		248		—			1,865
Mortgage-backed securities:
GNMA		29,990		239		(239	)		29,990
FNMA		28,189		266		(152	)		28,303
FHLMC		8,113		24		(51	)		8,086
Non-Agency CMO		3,828		—		(174	)		3,654
AGENCY CMO		19,570		71		(131	)		19,510
	$	233,429		5,108		(1,360	)		237,177

The scheduled maturities of debt securities available for sale at March 31, 2016, were as follows:

			Estimated
	Amortized		Fair
	Cost		Value
Due within one year	$	—	$	—
Due in one to five years		21,013		21,525
Due in five to ten years		42,557		43,739
Due after ten years		16,294		17,671
		79,864		82,935
Amortizing agency bonds		57,599		59,900
Mortgage-backed securities		94,155		94,994
Total unrestricted securities available for sale	$	231,618	$	237,829

13

The scheduled maturities of debt securities available for sale at December 31, 2015, were as follows:

			Estimated
	Amortized		Fair
	Cost		Value
Due within one year	$	—	$	—
Due in one to five years		17,939		18,304
Due in five to ten years		42,151		42,793
Due after ten years		22,702		24,088
		82,792		85,185
Amortizing agency bonds		60,947		62,449
Mortgage-backed securities		89,690		89,543
Total unrestricted securities available for sale	$	233,429	$	237,177

The estimated fair value and unrealized loss amounts of temporarily impaired investments as of March 31, 2016, 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 securities	$	6,091		(10	)		2,956		(36	)		9,047		(46	)
Taxable municipals		561		(7	)		—		—			561		(7	)
Tax free municipals		1,326		(3	)		1,313		(12	)		2,639		(15	)
Mortgage-backed securities:
GNMA		1,688		(24	)		5,771		(87	)		7,459		(111	)
FNMA		5,763		(21	)		3,079		(14	)		8,842		(35	)
FHLMC		2,966		(7	)		—		—			2,966		(7	)
NON-AGENCY CMOs		—		—			3,520		(237	)		3,520		(237	)
Total available for sale	$	18,395		(72	)		16,639		(386	)		35,034		(458	)

14

The estimated fair value and unrealized loss amounts of temporarily impaired investments as of December 31, 2015, 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. Treasury securities	$	2,000		(1	)		—		—			2,000		(1	)
U.S. Agency securities		26,499		(203	)		16,224		(285	)		42,723		(488	)
Taxable municipals		2,159		(32	)		1,887		(33	)		4,046		(65	)
Tax free municipals		—		—			3,878		(59	)		3,878		(59	)
Mortgage-backed securities:
GNMA		10,840		(105	)		11,508		(134	)		22,348		(239	)
FNMA		11,484		(87	)		3,036		(65	)		14,520		(152	)
FHLMC		7,336		(51	)		—		—			7,336		(51	)
Non-Agency CMOs		—		—			3,654		(174	)		3,654		(174	)
AGENCY CMOs		9,781		(90	)		1,991		(41	)		11,772		(131	)
Total Available for Sale	$	70,099		(569	)		42,178		(791	)		112,277		(1,360	)

At March 31, 2016, securities with a book value of approximately $125.2 million and a market value of approximately $130.5 million were pledged to various municipalities for deposits in excess of FDIC limits as required by law. The Federal Home Loan Bank of Cincinnati has issued letters of credit in the Bank’s name totaling $32.5 million secured by the Bank’s loan portfolio to secure additional municipal deposits.

At March 31, 2016, securities with a book and market value of $40.9 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 $6.4 million and a market value of $6.5 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 by the issuer and has a fixed rate of interest of 4.36%.

15

(5) LOANS

Set forth below is selected data relating to the composition of the loan portfolio by type of loan at March 31, 2016, and December 31, 2015. At March 31, 2016, and December 31, 2015, there were no concentrations of loans exceeding 10% of total loans other than as disclosed below:

	March 31, 2016			March 31, 2016			December 31, 2015			December 31, 2015
	Amount			Percent			Amount			Percent
	(Dollars in thousands, except percentages)
Real estate loans:
One-to-four family (closed end) first mortgages	$	145,936			26.0	%	$	145,999			26.0	%
Second mortgages (closed end)		1,623			0.3	%		1,771			0.3	%
Home equity lines of credit		32,269			5.8	%		33,644			6.0	%
Multi-family		29,311			5.2	%		24,725			4.4	%
Construction		36,074			6.4	%		34,878			6.2	%
Land		22,138			3.9	%		22,453			4.0	%
Farmland		41,521			7.4	%		42,246			7.5	%
Non-residential real estate		148,292			26.4	%		149,711			26.6	%
Total mortgage loans		457,164			81.4	%		455,427			81.0	%
Consumer loans		20,764			3.7	%		20,324			3.6	%
Commercial loans		83,355			14.9	%		86,743			15.4	%
Total other loans		104,119			18.6	%		107,067			19.0	%
Total loans, gross		561,283			100.0	%		562,494			100.0	%
Deferred loan cost, net of income		(393	)					(445	)
Less allowance for loan losses		(6,163	)					(5,700	)
Total loans	$	554,727					$	556,349

The allowance for loan losses totaled $6.2 million at March 31, 2016, $5.7 million at December 31, 2015, and $6.2 million at March 31, 2015, respectively. The ratio of the allowance for loan losses to total loans was 1.10% at March 31, 2016, 1.01% at December 31, 2015, and 1.11% at March 31, 2015. The following table indicates the type and level of non-accrual loans at the periods indicated below:

	March 31, 2016		December 31, 2015		March 31, 2015
	(Dollars in Thousands)
One-to-four family mortgages	$	198		2,234		1,235
Home equity line of credit		74		48		—
Junior lien		—		—		—
Multi-family		1,926		1,968		—
Land		1,515		1,553		—
Non-residential real estate		28		247		542
Farmland		166		166		—
Consumer loans		—		8		—
Commercial loans		1,122		1,198		347
Total non-accrual loans	$	5,029		7,422		2,124

16

The following table provides a detail of the Company’s activity in the allowance for loan loss account by loan type for the three month period ended March 31, 2016:

								General			Specific			Ending
	Balance		Charge off			Recovery		Provision			Provision			Balance
	12/31/2015		2015			2015		2015			2015			3/31/2016
One-to-four family mortgages	$	1,030		—			8		(6	)		187			1,219
Home equity line of credit		201		—			4		37			(4	)		238
Junior liens		8		—			1		—			(1	)		8
Multi-family		227		—			—		27			64			318
Construction		377		—			—		74			—			451
Land		1,379		—			—		(106	)		40			1,313
Non-residential real estate		1,139		—			—		(55	)		(17	)		1,067
Farmland		358		—			—		205			—			563
Consumer loans		358		(83	)		51		(38	)		52			340
Commercial loans		623		—			24		190			(191	)		646
	$	5,700		(83	)		88		328			130			6,163

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, 2015:

								General			Specific			Ending
	Balance		Charge off			Recovery		Provision			Provision			Balance
	12/31/2014		2015			2015		2015			2015			12/31/2015
One-to-four family mortgages	$	1,198		(143	)		39		(176	)		112			1,030
Home equity line of credit		181		(92	)		10		20			82			201
Junior liens		14		—			4		(6	)		(4	)		8
Multi-family		85		—			—		4			138			227
Construction		146		—			—		231			—			377
Land		1,123		(911	)		—		850			317			1,379
Non-residential real estate		2,083		(222	)		2		(944	)		220			1,139
Farmland		461		—			—		500			(603	)		358
Consumer loans		494		(298	)		118		(123	)		167			358
Commercial loans		504		(201	)		54		(61	)		327			623
	$	6,289		(1,867	)		227		295			756			5,700

17

The table below presents past due and non-accrual balances at March 31, 2016, by loan classification allocated between performing and non-performing:

			30 - 89						Impaired Loans
	Currently		Days		Non-accrual		Special		Currently Performing
	Performing		Past Due		Loans		Mention		Substandard		Doubtful		Total
	(Dollars in Thousands)
One-to-four family mortgages	$	142,092		928		198		102		2,616		—	$	145,936
Home equity line of credit		32,002		24		74		23		146		—		32,269
Junior liens		1,573		—		—		34		16		—		1,623
Multi-family		26,278		—		1,926		—		1,107		—		29,311
Construction		36,074		—		—		—		—		—		36,074
Land		11,440		7,248		1,515		40		1,895		—		22,138
Farmland		40,901		48		166		—		406		—		41,521
Non-residential real estate		137,334		137		28		2,737		8,056		—		148,292
Consumer loans		20,457		23		—		—		284		—		20,764
Commercial loans		80,843		333		1,122		311		746		—		83,355
Total	$	528,994		8,741		5,029		3,247		15,272		—	$	561,283

The table below presents past due and non-accrual balances at December 31, 2015, by loan classification allocated between 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	$	142,058		671		2,234		41		995		—	$	145,999
Home equity line of credit		33,396		79		48		—		121		—		33,644
Junior liens		1,720		—		—		35		16		—		1,771
Multi-family		21,638		6		1,968		—		1,113		—		24,725
Construction		34,878		—		—		—		—		—		34,878
Land		11,047		747		1,553		41		9,065		—		22,453
Non-residential real estate		138,637		228		247		2,489		8,110		—		149,711
Farmland		41,853		64		166		—		163		—		42,246
Consumer loans		20,108		15		8		—		193		—		20,324
Commercial loans		84,272		45		1,198		352		876		—		86,743
Total	$	529,607		1,855		7,422		2,958		20,652		—		562,494

18

The following table presents the balance in the allowance for loan losses and the recorded investment in loans as of March 31, 2016, and December 31, 2015, by portfolio segment and based on the impairment method as of March 31, 2016, and December 31, 2015.

				Land
				Development /		Commercial		Residential
	Commercial			Construction		Real Estate		Real Estate		Consumer		Total
March 31, 2016:
Allowance for loan losses:
Ending allowance balance attributable to loans:
Individually evaluated for impairment	$	14			108		319		255		69	$	765
Collectively evaluated for impairment		632			1,656		1,629		1,210		271		5,398
Total ending allowance balance	$	646			1,764		1,948		1,465		340	$	6,163
Loans:
Loans individually evaluated for impairment	$	1,868			10,571		11,689		3,050		284	$	27,462
Loans collectively evaluated for impairment		81,487			47,641		207,435		176,778		20,480		533,821
			��
Total ending loans balance	$	83,355			58,212		219,124		179,828		20,764	$	561,283
				Land
				Development /		Commercial		Residential
	Commercial			Construction		Real Estate		Real Estate		Consumer		Total
December 31, 2015:
Allowance for loan losses:
Ending allowance balance attributable to loans:
Individually evaluated for impairment	$	180			69		272		60		49	$	630
Collectively evaluated for impairment		443			1,687		1,452		1,179		309		5,070
Total ending allowance balance	$	623			1,756		1,724		1,239		358	$	5,700
Loans:
Loans individually evaluated for impairment	$	2,074			10,618		11,767		3,414		201	$	28,074
Loans collectively evaluated for impairment		84,669			46,713		204,915		178,000		20,123		534,420
Total ending loans balance	$	86,743			57,331		216,682		181,414		20,324	$	562,494

19

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 ratios for three month periods ended March 31, 2016, March 31, 2015, and the year ended December 31, 2015, was 0.00%, 0.24% and 0.29%, respectively. The ratios of allowance for loan losses to non-accrual loans at March 31, 2016, March 31, 2015, and December 31, 2015, were 122.54%, 290.51%, and 76.80%, 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 commercial loan risk grades:

Excellent -Loans in this category are to persons or entities of unquestioned financial strength, a highly liquid financial position, with collateral that is liquid and well margined. These borrowers have performed without question on past obligations, and the bank expects their performance to continue. Internally generated cash flow covers current maturities of long-term debt by a substantial margin. Loans secured by bank certificates of deposit and savings accounts, with appropriate holds placed on the accounts, are to be rated in this category.

20

Very Good -These are loans to persons or entities with strong financial condition and above- average liquidity who have previously satisfactorily handled their obligations with the bank. Collateral securing the bank’s debt is margined in accordance with policy guidelines. Internally generated cash flow covers current maturities of long-term debt more than adequately. Unsecured loans to individuals supported by strong financial statements and on which repayment is satisfactory may be included in this classification.

Satisfactory -Assets of this grade conform to substantially all the Bank’s underwriting criteria and evidence an average level of credit risk; however, such assets display more susceptibility to economic, technological or political changes since they lack the above average financial strength of credits rated Very Good. Borrower’s repayment capacity is considered to be adequate. Credit is appropriately structured and serviced; payment history is satisfactory.

Acceptable -Assets of this grade conform to most of the Bank’s underwriting criteria and evidence an acceptable, though higher than average, level of credit risk; however, these loans have certain risk characteristics which could adversely affect the borrower’s ability to repay given material adverse trends. Loans in this category require an above average level of servicing and show more reliance on collateral and guaranties to preclude a loss to the Bank should material adverse trends develop. If the borrower is a company, its earnings, liquidity and capitalization are slightly below average when compared to its peers.

Watch -These loans are characterized by borrowers who have marginal cash flow, marginal profitability, or have experienced an unprofitable year and a declining financial condition. The borrower has in the past satisfactorily handled debts with the bank, but in recent months has either been late, delinquent in making payments, or made sporadic payments. While the bank continues to be adequately secured, margins have decreased or are decreasing, despite the borrower’s continued satisfactory condition. Other characteristics of borrowers in this class include inadequate credit information, weakness of financial statement and repayment capacity, but with collateral that appears to limit exposure. This classification includes loans to established borrowers that are reasonably margined by collateral, but where potential for improvement in financial capacity appears limited.

Special Mention -Loans in this category have potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deteriorating prospects for the asset or in the institution’s credit position at some future date. Borrowers may be experiencing adverse operating trends or market conditions. Non- financial reasons for rating a credit exposure Special Mention include, but are not limited to: management problems, pending litigations, ineffective loan agreement and/or inadequate loan documentation, structural weaknesses and/or lack of control over collateral.

21

Substandard -A substandard asset is inadequately protected by the current sound worth or paying capacity of the debtor or the collateral pledged. There exists one or more well defined weaknesses that jeopardize the liquidation of the debt. There is a distinct possibility the Bank will experience some loss if the deficiencies are not corrected. Generally, the asset is considered collectible as to both principal and interest primarily because of collateral coverage or enterprise value. Generally, the asset is current and marginally secured.

Doubtful -A loan classified as doubtful has all the weaknesses inherent in a loan classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable. These are poor quality loans in which neither the collateral, if any, nor the financial condition of the borrower presently ensure collectability in full in a reasonable period of time; in fact, there is permanent impairment in the collateral securing the bank’s loan. These loans are in a work-out status and have a defined work-out strategy.

Loss- Loans classified as loss are considered uncollectible and of such little value that their continuance as bankable assets is not warranted. The bank takes losses in the period in which they become uncollectible.

The following credit risk standards are assigned to consumer loans.

Satisfactory -All consumer open-end and closed-end retail loans shall have an initial risk grade assigned of 3 - Satisfactory.

Substandard Assets -All consumer open-end and closed-end retail loans past due 90 cumulative days from the contractual date will be classified as 7 - Substandard. If a consumer/retail loan customer files bankruptcy, the loan will be classified as 7 - Substandard regardless of payment history.

Loss Assets -All closed-end retail loans that become past due 120 cumulative days and open-end retail loans that become past due 180 cumulative days from the contractual due date will be charged off as loss assets. The charge off will be taken by the end of the month in which the 120-day or 180-day time period elapses. All losses in retail credit will be recognized when the affiliate becomes aware of the loss, but in no case should the charge off exceed the time frames stated within this policy.

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.

22

At March 31, 2016, December 31, 2015, and March 31, 2015, the Company’s impaired loans totaled $27.5 million, $28.1 million and $31.9 million, respectively. At March 31, 2016, December 31, 2015 and March 31, 2015, the Company’s specific reserve for impaired loans totaled $765,000, $630,000 and $1.8 million respectively. At March 31, 2016, one land loan 30-89 days past due in the amount $7,121 is classified as substandard. A summary of the Company’s impaired loans, including their respective regulatory classification and their respective specific reserve at March 31, 2016, and December 31, 2015, were as follows:

											Specific		Allowance
											allowance		for
March 31, 2016			Special		Impaired Loans						for		Performing
	Pass		Mention		Substandard		Doubtful		Total		Impairment		Loans
	(Dollars in Thousands)
One-to-four family mortgages		143,020		102		2,814		—		145,936		255		964
Home equity line of credit		32,026		23		220		—		32,269		—		238
Junior liens		1,573		34		16		—		1,623		—		8
Multi-family		26,278		—		3,033		—		29,311		201		116
Construction		36,074		—		—		—		36,074		—		451
Land		11,527		40		10,571		—		22,138		108		1,205
Non-residential real estate		137,471		2,737		8,084		—		148,292		118		949
Farmland		40,949		—		572		—		41,521		—		564
Consumer loans		20,480		—		284		—		20,764		69		271
Commercial loans		81,176		311		1,868		—		83,355		14		632
Total		530,574		3,247		27,462		—		561,283		765		5,398
December 31, 2015			Special		Impaired Loans						Specific Allowance for		Allowance for Loans not
	Pass		Mention		Substandard		Doubtful		Total		Impairment		Impaired
One-to-four family mortgages	$	142,729		41		3,229		—		145,999		60		970
Home equity line of credit		33,475		—		169		—		33,644		—		201
Junior lien		1,720		35		16		—		1,771		—		8
Multi-family		21,644		—		3,081		—		24,725		138		89
Construction		34,878		—		—		—		34,878		—		377
Land		11,794		41		10,618		—		22,453		69		1,310
Non-residential real estate		138,865		2,489		8,357		—		149,711		134		1,005
Farmland		41,917		—		329		—		42,246		—		358
Consumer loans		20,123		—		201		—		20,324		49		309
Commercial loans		84,317		352		2,074		—		86,743		180		443
Total	$	531,462		2,958		28,074		—		562,494		630		5,070

23

Impaired loans by classification type and the related valuation allowance amounts at March 31, 2016, were as follows:

							For the three month period ended
	At March 31, 2016						March 31, 2016
			Unpaid				Average		Interest
	Recorded		Principal		Related		Recorded		Income
	Investment		Balance		Allowance		Investment		Recognized
Impaired loans with no recorded reserve
One-to-four family mortgages	$	1,561		1,561		—		2,526		20
Home equity line of credit		220		220		—		169		2
Junior liens		16		16		—		16		—
Multi-family		2,102		2,102		—		2,128		27
Construction		—		—		—		—		—
Land		9,999		10,956		—		9,995		1
Farmland		572		572		—		3,985		—
Non-residential real estate		7,371		7,371		—		3,850		110
Consumer loans		8		8		—		7		—
Commercial loans		1,084		1,084		—		1,179		15
Total		22,933		23,890		—		23,855		175
Impaired loans with a specific allowance:
One-to-four family mortgages		1,253		1,253		255		978		20
Home equity line of credit		—		—		—		—		—
Junior liens		—		—		—		—		—
Multi-family		931		931		201		942		19
Construction		—		—		—		—		—
Land		572		572		108		640		10
Farmland		—		—		—		—		—
Non-residential real estate		713		713		118		715		8
Consumer loans		276		276		69		236		—
Commercial loans		784		784		14		792		8
Total		4,529		4,529		765		4,303		65
Total impaired loans	$	27,462		28,419		765		28,158		240

24

Impaired loans by classification type and the related valuation allowance amounts at December 31, 2015, were as follows:

							For the year ended
	At December 31, 2015						December 31, 2015
			Unpaid				Average		Interest
	Recorded		Principal		Related		Recorded		Income
	Investment		Balance		Allowance		Investment		Recognized
Impaired loans with no specific allowance
One-to-four family mortgages	$	2,526		2,526		—		2,389		80
Home equity line of credit		169		169		—		457		7
Junior liens		16		16		—		17		1
Multi-family		2,128		2,128		—		2,797		126
Construction		—		—		—		—		—
Land		10,038		10,998		—		8,520		671
Non-residential real estate		7,640		7,640		—		283		404
Farmland		329		329		—		7,774		19
Consumer loans		5		5		—		3		—
Commercial loans		1,274		1,274		—		1,599		73
Total		24,125		25,085		—		23,839		1,381
Impaired loans with a specific allowance
One-to-four family mortgages	$	703		703		60		709		40
Home equity line of credit		—		—		—		—		—
Junior liens		—		—		—		—		—
Multi-family		953		953		138		318		17
Construction		—		—		—		—		—
Land		580		580		69		1,707		46
Non-residential real estate		717		717		134		836		28
Farmland		—		—		—		—		—
Consumer loans		196		196		49		194		—
Commercial loans		800		800		180		514		15
Total		3,949		3,949		630		4,278		146
Total impaired loans	$	28,074		29,034		630		28,117		1,527

25

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:

1. 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.

2. 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.

3. 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.

At December 31, 2015, the Company had eight loans, representing two lending relationships, classified as performing TDR’s. During the three month period ended March 31, 2016, the Company added four loans to TDR status, representing one additional lending relationship, as a performing TDR. The loans added to TDR classification are paying interest only for one year while the customer markets the collateral for sale. A summary of the activity in loans classified as TDRs for the three month period ended March 31, 2016, is as follows:

	Balance at 12/31/15		New TDR		Loss or Foreclosure		Loan Amortization			Removed from (Taken to) Non-accrual		Balance at 3/31/16
	(Dollars in Thousands)
Multi-family real estate		—		816		—		—			—		816
Non-residential real estate	$	5,536		228		—		(36	)		—	$	5,728
Total performing TDR	$	5,536		1,044		—		(36	)		—	$	6,544

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A summary of the activity in loans classified as TDRs for the twelve month period ended December 31, 2015, is as follows:

	Balance at 12/31/14		New TDR		Loss or Foreclosure		Loan Amortization			Removed from (Taken to) Non-accrual		Balance at 12/31/15
	(Dollars in Thousands)
Non-residential real estate	$	3,284		2,265		—		(13	)		—	$	5,536
Total performing TDR	$	3,284		2,265		—		(13	)		—	$	5,536

(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 March 31, 2016, December 31, 2015, and March 31, 2015, the Company had balances in other real estate and assets owned and non-accrual loans consisting of the following:

	March 31, 2016			December 31, 2015			March 31, 2015
	(Dollars in Thousands)
One-to-four family mortgages	$	55			55			175
Land		943			943			1,768
Non-residential real estate		459			738			409
Total other assets owned	$	1,457			1,736			2,352
Total non-accrual loans	$	5,029			7,422			2,124
Total non-performing assets	$	6,486			9,158			4,476
Non-performing assets /Average assets		0.73	%		1.02	%		0.50	%

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The following is a summary of the activity in the Company’s real estate and other assets owned for the three month period ending March 31, 2016:

			Activity During 2016
	Balance							Reduction		Gain (Loss)			Balance
	12/31/2015		Foreclosures		Proceeds			in Values		on Sale			3/31/2016
	(Dollars in Thousands)
One-to-four family mortgages	$	55		—		—			—		—		$	55
Land		943		—		—			—		—			943
Non-residential real estate		738		—		(270	)		—		(9	)		459
Consumer		—		12		(12	)		—		—			—
Total	$	1,736		12		(282	)		—		(9	)	$	1,457

The following is a summary of the activity in the Company’s real estate and other assets owned for the year ended December 31, 2015:

	Activity During 2015
	Balance							Reduction		Gain (Loss)			Balance
	12/31/2014		Foreclosures		Proceeds			in Values		on Sale			12/31/2015
	(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

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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

	At		At
	March 31, 2016		December 31, 2015
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 Statements of Income

	Three Month Periods
	Ended March 31,
	2016		2015
Income – interest income from subordinated debentures issued by HopFed Bancorp, Inc.	$	97		85
Net income	$	97		85

Summary Statement of Stockholders’ Equity

	Trust							Total
	Preferred		Common		Retained			Stockholders’
	Securities		Stock		Earnings			Equity
Beginning balances, December 31, 2015	$	10,000		310		—			10,310
Net income		—		—		97			97
Dividends:
Trust preferred securities		—		—		(94	)		(94	)
Common paid to HopFed Bancorp, Inc.		—		—		(3	)		(3	)
Ending balances, March 31, 2016	$	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 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 values for bank owned life insurance are obtained from stated values from the respective insurance companies. 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 March 31, 2016, are summarized below:

	Total carrying		Quoted Prices		Significant
	value in the		In Active		Other		Significant
	consolidated		Markets for		Observable		Unobservable
	balance sheet at		Identical Assets		Inputs		Inputs
Description	March 31, 2016		(Level 1)		(Level 2)		(Level 3)
Assets
Available for sale securities	$	237,829		2,005		233,850		1,974

The assets and liabilities measured at fair value on a recurring basis at December 31, 2015, are summarized below

	Total carrying		Quoted Prices		Significant
	value in the		In Active		Other		Significant
	consolidated		Markets for		Observable		Unobservable
	balance sheet at		Identical Assets		Inputs		Inputs
Description	December 31, 2015		(Level 1)		(Level 2)		(Level 3)
Assets
Available for sale securities	$	237,177		2,000		233,312		1,865

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The assets and liabilities measured at fair value on a non-recurring basis are summarized below for March 31, 2016:

	Total carrying		Quoted Prices		Significant
	value in the		In Active		Other		Significant
	consolidated		Markets for		Observable		Unobservable
	balance sheet at		Identical Assets		Inputs		Inputs
Description	3/ 31/ 2016		(Level 1)		(Level 2)		(Level 3)
	(Dollars in Thousands)
Assets
Other real estate and other assets owned	$	1,457		—		—	$	1,457
Impaired loans, net of reserve of $765	$	3,764		—		—	$	3,764

The assets and liabilities measured at fair value on a non-recurring basis are summarized below for December 31, 2015:

	Total carrying		Quoted Prices		Significant
	value in the		In Active		Other		Significant
	consolidated		Markets for		Observable		Unobservable
	balance sheet at		Identical Assets		Inputs		Inputs
Description	12/31/2015		(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 $630	$	3,319		—		—	$	3,319

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The table below includes a roll-forward of the consolidated condensed statement of financial condition items for the three month periods ended March 31, 2016, and March 31, 2015, (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.

	2016				2015
Three month period ended March 31,	Other Assets		Other Liabilities		Other Assets		Other Liabilities
	(Dollars in Thousands)
Fair value, January 1,	$	1,865		—		1,489		—
Change in unrealized losses included in other comprehensive income for assets and liabilities still held at March 31,		105		—		306		—
Accretion of previous discounted amounts		4				4
Purchases, issuances and settlements, net		—		—		—		—
Transfers in and/or out of Level 3		—		—		—		—
Fair value, March 31,	$	1,974		—		1,799		—

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The estimated fair values of financial instruments were as follows at March 31, 2016:

							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	$	27,393		27,393	$	27,393		—		—
Interest-earning deposits		14,798		14,798		14,798		—		—
Securities available for sale		237,829		237,829		2,005		233,850		1,974
Federal Home Loan Bank stock		4,428		4,428		—		4,428		—
Loans held for sale		1,339		1,339		—		1,339		—
Loans receivable		554,727		550,201		—		—		550,201
Accrued interest receivable		3,871		3,871		—		3,871		—
Financial liabilities:
Deposits		724,953		711,263		—		711,263		—
Advances from borrowers for taxes and insurance		754		754		—		754		—
Advances from Federal Home Loan Bank		11,000		10,976		—		10,976		—
Repurchase agreements		46,940		47,043		—		47,043		—
Subordinated debentures		10,310		10,099		—		—		10,099

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The estimated fair values of financial instruments were as follows at December 31, 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	$	46,926		46,926	$	46,926		—		—
Interest-earning deposits		7,772		7,772		7,772		—		—
Securities available for sale		237,177		237,177		2,000		233,312		1,865
Federal Home Loan Bank stock		4,428		4,428		—		4,428		—
Loans held for sale		2,792		2,792		—		2,792		—
Loans receivable		556,349		552,981		—		—		552,981
Accrued interest receivable		4,139		4,139		—		4,139		—
Financial liabilities:
Deposits		739,406		724,877		—		724,877		—
Advances from borrowers for taxes and insurance		614		614		—		614		—
Advances from Federal Home Loan Bank		15,000		14,985		—		14,985		—
Repurchase agreements		45,770		45,931		—		45,931		—
Subordinated debentures		10,310		10,099		—		—		10,099

(9) 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 was effective for the Company beginning January 1, 2016, though early adoption is permitted. The implementation of ASU 2015-01 did not have a significant impact on the Company’s Consolidated Financial Statements.

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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) 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 was effective for interim and annual reporting periods beginning after December 15, 2015. The provisions of ASU No. 2015-02 did not have a material impact 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.

On June 12, 2014, the FASB issued ASU 2014-11, which makes limited amendments to the guidance in ASC 860 on accounting for certain repurchase agreements (“repos”). ASU 2014-11 requires entities to account for repurchase-to-maturity transactions as secured borrowings (rather than as sales with forward repurchase agreements), (2) eliminates accounting guidance on linked repurchase financing transactions, and (3) expands disclosure requirements related to certain transfers of financial assets that are accounted for as sales and certain transfers (specifically, repos, securities lending transactions, and repurchase-to-maturity transactions) accounted for as secured borrowings. ASU 2014-11 also amends ASC 860 to clarify that repos and securities lending transactions that do not meet all of the de-recognition criteria in ASC 860-10-40-5 should be accounted for as secured borrowings. In addition, the ASU provides examples of repurchase and securities lending arrangements that illustrate whether a transferor has maintained effective control over the transferred financial assets. For public business entities, the accounting changes were effective beginning after January 1, 2015. The implementation of ASU 2014-11 did not have a material impact on the Company’s Consolidated Financial Statements.

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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 implementation of ASU 2015-16 did not have a material impact on the Company’s Consolidated Financial Statements.

In January 2014, the FASB issued ASU No. 2014-04,Receivables-Troubled Debt Restructurings by Creditors (Subtopic 310-40): Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure. These amendments are intended to clarify when a creditor should be considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan such that the loan should be derecognized and the real estate recognized. The amendments clarify that an in substance repossession or foreclosure occurs, and a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan, upon either: (1) the creditor obtaining legal title to the residential real estate property upon completion of residential foreclosure, or (2) the borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar legal agreement. Additional disclosures about such activities are required by these amendments. The amendments in this ASU became effective for public companies for annual periods and interim periods within those annual periods beginning after December 15, 2014. The Company’s implementation of ASU 2014-04 did not have a material impact on the Company’s Consolidated Financial Statements.

ASU 2015-02, “Consolidation (Topic 810) – Amendments to the Consolidation Analysis.”ASU 2015-02 implements changes to both the variable interest consolidation model and the voting interest consolidation model. ASU 2015-02 (i) eliminates certain criteria that must be met when determining when fees paid to a decision maker or service provider do not represent a variable interest, (ii) amends the criteria for determining whether a limited partnership is a variable interest entity and (iii) eliminates the presumption that a general partner controls a limited partnership in the voting model. ASU 2015-02 was effective on January 1, 2016, and did not have a significant impact on the Company’s Consolidated Financial Statements.

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ASU 2015-15, “Interest – Imputation of Interest (Subtopic 835-30) – Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements. Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting.”ASU 2015-15 adds SEC paragraphs pursuant to an SEC Staff Announcement that given the absence of authoritative guidance within ASU 2015-03 for debt issuance costs related to line-of-credit arrangements, the SEC staff would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. ASU 2015-15 did not have a significant impact on the Company’s Consolidated Financial Statements.

ASU 2016-1, “No. 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities.ASU 2016-1, among other things, (i) requires equity investments, with certain exceptions, to be measured at fair value with changes in fair value recognized in net income, (ii) simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment, (iii) eliminates the requirement for public business entities to disclose the methods and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet, (iv) requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes, (v) requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments, (vi) requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset on the balance sheet or the accompanying notes to the financial statements and (viii) clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale. ASU 2016-1 will be effective on January 1, 2018, and is not expected to have a significant impact on the Company’s financial statements.

ASU 2015-05, “Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40) – Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement.” ASU 2015-05 addresses accounting for fees paid by a customer in cloud computing arrangements such as (i) software as a service, (ii) platform as a service, (iii) infrastructure as a service and (iv) other similar hosting arrangements. ASU 2015-05 provides guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. ASU 2015-05 was effective on January 1, 2016, and did not have a material impact on the Company’s Consolidated Financial Statements.

ASU 2016-09, “Improvements to Employee Share-Based Payment Accounting.” This ASU simplifies several aspects of the accounting for employee share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. For public business entities, this ASU is effective for financial statements issued for fiscal years beginning after December 15, 2016, and interim periods therein. The Company is evaluating the impact of this ASU on its financial statements and disclosures.

In March 2016, the FASB issued an update (ASU 2016-06, Derivatives and Hedging: Contingent Put and Call Options in Debt Instruments) which clarifies that an assessment of whether an embedded contingent put or call option is clearly and closely related to the debt host requires only an analysis of the four-step decision sequence in ASC 815-15-25-42. Entities are required to apply the guidance to existing debt instruments (or hybrid financial instruments that are determined to have a debt host) using a modified retrospective transition method as of the period of adoption. The guidance in this ASU will become effective for interim and annual reporting periods beginning after December 15, 2016, with early adoption permitted. The Company does not anticipate this update will have a material impact on its Consolidated Financial Statements.

In March 2016, the FASB issued an update (ASU 2016-07, Investments-Equity Method and Joint Ventures: Simplifying the Transition to the Equity Method of Accounting) which will eliminate the requirement to retrospectively apply the equity method when an investment that had been accounted for utilizing another method qualifies for use of the equity method. The guidance in this ASU will become effective for interim and annual reporting periods beginning after December 15, 2016, with early adoption permitted. The Company does not anticipate this update will have a material impact on its Consolidated Financial Statements.

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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.

(10) 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 35% 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.

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(11) 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 March 31, 2016, the Company’s total investment in each entity was $118,000 and $923,000, respectively. The Company has no future capital commitments to either entity. The expenses recognized in net income for these investments for the three-month periods below include:

For the Three Months Ended March 31,
2016		2015
$	55	$	55
	—	$	24

(12) ESOP

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 an open-end line of credit 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 31st 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 provide the shares directly to the employee.

The Company made its first ESOP loan payment in December 2015. In January 2016, the ESOP and Company revised the loan to the ESOP converting the loan to a closed end note with total payments of approximately $780,000 per year for a term of eleven year. At March 31, 2016, the Company’s accrued liability for the loan payment is $195,000. At March 31, 2016, shares held by the ESOP were as follows:

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Accrued to allocation to participants		10,742
Earned ESOP shares		53,587
Unearned ESOP shares		535,671
Total ESOP shares		600,000
Fair value of unearned shares	$	6,256,637

(13) COMMITMENTS AND CONTINGENCIES

At March 31, 2016, the Bank had $22.4 million in outstanding commitments to originate loans and undisbursed commitments on loans outstanding of $114.2 million. Management believes that the Bank’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 March 31, 2016, totaled $133.2 million. At March 31, 2016, the Company has $28.3 million in times deposits greater than $100,000 but less than $250,000 that are schedule to mature in one year and $44.4 million in time deposits greater than $250,000 that are scheduled to mature in one year or less. Management believes that a significant percentage of such deposits will remain with the Bank.

The Bank’s FHLB borrowings are secured by a blanket security agreement pledging the Bank’s 1-4 family first mortgage loans and non-residential real estate loans. At March 31, 2016, the Bank has pledged all eligible 1-4 family first mortgages.

At March 31, 2016, the Company had the following off-balance sheet commitments (in thousands):

Standby letters of credit	$	69
Unused home equity lines of credit	$	30,307
Unused commercial lines of credit	$	55,315
Unused unsecured personal lines of credit	$	28,537
Unfunded commitments on commercial loans	$	22,439

41

At March 31, 2016, the Bank had $53.1 million in additional borrowing capacity with the FHLB which includes an overnight line of credit of $30.0 million. The Bank has an $8 million unsecured overnight borrowing capacity from a correspondent bank.

Outstanding Balance		Rate			Maturity
(Dollars in Thousands)
$	5,000		0.88	%		10/06/2017
	6,000		1.18	%		07/06/2018
$	11,000		1.04	%

(14) 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

42

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% (unchanged from current rules); (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.

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 March 31, 2016, the Bank exceeded all regulatory capital requirements. The table below presents certain information relating to the Company’s and Bank’s capital compliance at March 31, 2016:

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	Company					Bank
	Amount		Percent			Amount		Percent
	(Dollars in Thousands)
Common Equity Tier 1 Ratio	$	94,670		16.76	%	$	91,913		16.36	%
Tier 1 leverage ratio	$	94,670		10.75	%	$	91,913		10.46	%
Tier 1 risk-based capital ratio	$	94,670		16.76	%	$	91,913		16.36	%
Total risk based capital ratio	$	100,832		17.85	%	$	98,076		17.45	%

(15) SUBSEQUENT EVENT

On May 3, 2016, Your Community Bankshares, Inc. (Nasdaq “YCB”) announced an agreement to be purchased by WesBanco, Inc. (Nasdaq “WSBC”). At March 31, 2016, the Company owns a trust preferred security with a market value of $2.0 million that was originally issued to First Financial Services Corporation (“FFKY”). FFKY was acquired by YCB in January 2015 and YCB assumed the liability of the trust preferred, bring all past due interest payments current. The Company has not yet determined how the proposed transaction of YCB and WSBC will affect the value of our trust preferred investment.

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

Critical Accounting Policies

The consolidated condensed financial statements as of March 31, 2016, and December 31, 2015, and for the three month periods ended March 31, 2016, and March 31, 2015, 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 2015 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.

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Comparison of Financial Condition at March 31, 2016, and December 31, 2015

At March 31, 2016, total assets declined $17.4 million, to $885.8 million as compared to $903.2 million at December 31, 2015, largely due to lower levels of time deposits and cash on hand. Securities available for sale increased from $237.2 million at December 31, 2015, to $237.8 million at March 31, 2016. At March 31, 2016, and December 31, 2015, securities classified as “available for sale” had an amortized cost of $231.6 million and $233.4 million, respectively.

The Company’s holdings of Federal Home Loan Bank of Cincinnati (“FHLB”) stock, at cost were $4.4 million at December 31, 2015, and March 31, 2016. Total FHLB borrowings were $11.0 million at March 31, 2016, as compared to $15.0 million at December 31, 2015. Total repurchase balances increased from $45.8 million at December 31, 2015, to $46.9 million at March 31, 2016. Net loans totaled $554.7 million and $556.3 million at March 31, 2016, and December 31, 2015, respectively.

At March 31, 2016, deposits declined to $14.4 million from $739.4 million at December 31, 2015, to $725.0 million at March 31, 2016. At March 31, 2016, non-interest checking account balances are $127.1 million, or 17.5% of total deposits as compared to $125.1 million, or 16.9% of total deposits at December 31, 2015. For the period ended March 31, 2016, interest bearing checking accounts increased by $13.0 million as compared to December 31, 2015. At March 31, 2016, time deposits were $285.2 million, representing a $29.5 million decline as compared to December 31, 2015. The average cost of all deposits during the three month periods ended March 31, 2016, December 31, 2015, and March 31, 2015, was 0.60%, 0.69% and 0.69%, respectively. Management continually evaluates the investment alternatives available to customers and adjusts the pricing on its deposit products to more actively manage its funding costs while remaining competitive in its market area.

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Comparison of Operating Results for the Three Month Periods Ended March 31, 2016 and 2015.

Net Income. The Company’s net income was $509,000 for the three month period ended March 31, 2016, as compared to net income of $1.4 million for the three month period ended March 31, 2015. For the three month period ended March 31, 2015, net income was largely influenced by a $830,000 recovery on a previously non-accrual investment in First Financial Services Corporation (“FFKY”) upon its sale in January 2015 to Your Community Bank of Indiana (“YCB”).

Net Interest Income. Net interest income for the three month period ended March 31, 2016, was $6.7 million, compared to $7.6 million for the three month period ended March 31, 2015. The decrease in net interest income for the three months ended March 31, 2016, as compared to March 31, 2015, was largely due to the collection of past due investment income.

For the three months ended March 31, 2016, the average yield on loans was 4.62%, as compared to 4.65% for the three month period ended March 31, 2015. For the three month period ended March 31, 2016, and March 31, 2015, income on taxable securities was $1.2 million and $2.4 million, respectively. For the three month period ending March 31, 2016, the tax equivalent yield on taxable and tax free securities were 2.52% and 5.01%, respectively, as compared to 4.44% and 4.70% for the three-month period ended March 31, 2015, respectively. Excluding the recovery of past due in interest in the three month period ended March 31, 2015, the Company’s yield on taxable investment securities would have been 2.94% for the three month period ended March 31, 2015.

For the three month periods ended March 31, 2016, and March 31, 2015, the Company’s cost of interest bearing liabilities was 0.83% and 0.94%, respectively. The lower cost of interest bearing liabilities was largely the result of the maturity of $64.4 million in long term retail time deposits bearing an annualized cost of 2.52%. As a result of these maturities, the average cost of retail time deposits declined from 1.16% for the three month period ended March 31, 2015, to 0.97% for the three month period ended March 31, 2106. At March 31, 2016, and March 31, 2015, the Company’s net interest margin was 3.39% and 3.78%, respectively. For the three month period ended March 31, 2015, the receipt of past due interest added 0.40% to the Company’s net interest margin.

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 March 31, 2016, and March 31, 2015. 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.

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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 $174,000 for March 31, 2016, and $224,000 for March 31, 2015, for a tax equivalent rate using a cost of funds rate of 0.83% for March 31, 2016, and 0.95% for March 31, 2015. The table adjusts tax-free loan income by $5,000 for March 31, 2016, and $1,000 for March 31, 2015, respectively, for a tax equivalent rate using the same cost of funds rate (Table Amounts in Thousands, Except Percentages):

		Average		Income &			Average			Average		Income &			Average
	��	Balance		Expense			Rates			Balance		Expense			Rates
		03/31/2016		03/31/2016			03/31/2016			03/31/2015		03/31/2015			03/31/2015
Loans		$	560,544	$	6,470			4.62	%	$	541,097	$	6,291			4.65	%
Investments AFS taxable			197,761		1,247			2.52	%		220,302		2,448			4.44	%
Investments AFS tax free			42,098		527			5.01	%		57,628		677			4.70	%
Interest earning deposits			9,491		16			0.67	%		5,984		4			0.27	%
Total interest earning assets			809,894		8,260			4.08	%		825,011		9,420			4.57	%
Other assets			85,874								77,419
Total assets		$	895,768							$	902,430
Retail time deposits		$	264,308		640			0.97	%	$	292,401		845			1.16	%
Brokered deposits			35,986		99			1.10	%		35,358		96			1.09	%
Interest bearing checking accounts			213,336		311			0.58	%		191,604		269			0.56	%
MMDA and savings accounts			97,391		45			0.18	%		99,701		50			0.20	%
FHLB borrowings			13,593		73			2.15	%		23,167		69			1.19	%
Repurchase agreements			43,744		143			1.31	%		42,525		120			1.13	%
Subordinated debentures			10,310		94			3.65	%		10,310		184			7.14	%
Total interest bearing liabilities			678,668		1,405			0.83	%		695,066		1,633			0.94	%
Non-interest bearing deposits			122,926								111,869
Other non-interest bearing liabilities			4,706								2,778
Stockholders’ equity			89,468								92,717
Total liabilities and stockholders’ equity		$	895,768							$	902,430
Net change in interest earning assets and interest bearing liabilities				$	6,855							$	7,787
Interest rate spread								3.25	%							3.63	%
Net interest margin					3.39	%							3.78	%

48

Interest Income. For the three month periods ended March 31, 2016, and March 31, 2015, the Company’s total interest income was $8.1 million and $9.2 million, respectively. For the three month period ended March 31, 2016, and March 31, 2015, interest income on loans was $6.5 million and $6.3 million, respectively. The average balance of loans receivable increased from $541.1 million for the three month period ended March 31, 2015, to $560.5 million for the three month period ended March 31, 2016. The ratio of average interest-earning assets to average interest-bearing liabilities increased from 118.70% for the three months ended March 31, 2015, to 119.34% for the three months ended March 31, 2016.

Interest Expense. Interest expense declined $228,000 for the three month period ended March 31, 2016, as compared to the three month period ended March 31, 2015. For the three month period ending March 31, 2016, the Company’s interest expense on FHLB advances was $73,000, compared to $69,000 for the three month period ended March 31, 2015. The average cost of FHLB borrowings were 1.19% for the three months ended March 31, 2015, and 2.15% for the three months ended March 31, 2016.

For the three month period ended March 31, 2016, the average balance of interest bearing retail time deposits declined $28.1 million to $264.3 million, as compared to $292.4 million for the three month period ended March 31, 2015. The average cost of retail time deposits for the three month periods ended March 31, 2016, and March 31, 2015, was 0.97% and 1.16%, respectively.

The average balance cost of brokered deposits increased from 1.09% for the three months ended March 31, 2015, to 1.10% for the three months ended March 31, 2016. Over the same period, the average balance of brokered deposits increased $628,000, to $36.0 million, for the three month period ended March 31, 2016, as compared to the three month period ended March 31, 2015. For the three month period ended March 31, 2016, the Company’s total cost of deposits was 0.60% as compared to 0.69% for the three month period ended March 31, 2015.

The average balance of repurchase agreements increased from $42.5 million for the three months ended March 31, 2015, to $43.7 million for the three month period ended March 31, 2016. The average cost of repurchase agreements was 1.13% for the three months ended March 31, 2015, and 1.31% for the three month period ended March 31, 2016. The increase in the cost of repurchase agreements is due to the fact that many are indexed to the Federal Funds rate.

49

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 $458,000 in provision for loan loss was required for the three month period ended March 31, 2016, compared to a $215,000 provision for loan loss expense for the three month period ended March 31, 2015.

Non-Interest Income. There was a $107,000 increase in non-interest income in the three month period ended March 31, 2016, as compared to the three month period ended March 31, 2015. For the three month period ended March 31, 2016, the Company earned $368,000 in mortgage origination income as compared to $177,000 during the three month period ended March 31, 2015. The Company’s income for services charges was $677,000 for the three month period ended March 31, 2016, compared to $714,000 for the same period in 2015. Likewise, the Company’s financial services commission declined from $159,000 for the three month period ended March 31, 2015, to $133,000 for the three month period ended March 31, 2016. For the three month period ended March 31, 2016, gains on the sale of securities were $291,000, as compared to $366,000 for the three month period ended March 31, 2015.

Non-Interest Expenses. There was a $213,000 increase in total non-interest expenses in the three-month period ended March 31, 2016, as compared to the three month period ended March 31, 2015. The most significant change in non-interest expenses was a $301,000 increase in other operating expenses. For the three month period ended March 31, 2016, salaries and benefit expenses were $4.0 million, a reduction of $196,000 as compared to the three month period ended March 31, 2015.

Income Taxes. The effective tax rate for the three-month periods ending March 31, 2016, was 8.3% due to the lower level of taxable net interest income. For the three month period ended March 31, 2015, the Company’s taxable net income effective rate was 24.3% due to higher levels of taxable gross income resulting from the recovery of non-accrual taxable interest on securities.

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.

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The Bank 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 page 48 that provides the yields and cost of assets and liabilities.

At March 31, 2016, the Bank’s brokered deposits consisted of the following:

Issue Date	Interest Rate			Balance		Maturity Date
7/22/2013		0.80	%		2,000,000		7/22/2016
10/16/2015		0.40	%		3,795,000		8/16/2016
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)
1/15/2016		0.75	%		3,077,000		12/15/2016
7/9/2012		1.05	%		1,446,000		1/9/2017	(1)
1/9/2015		1.00	%		2,077,000		4/9/2017
1/15/2016		1.00	%		2,028,000		5/15/2017
10/16/2015		0.85	%		4,042,000		7/16/2017
7/27/2015		1.00	%		1,500,000		7/27/2017	(1)
1/3/2013		1.00	%		3,030,000		1/3/2018
1/9/2015		1.20	%		2,004,000		1/9/2018
Total				$	32,971,000

⁽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.

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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, 2016, 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 March 31, 2016, 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 March 31, 2016 for the twelve month period ending March 31, 2017, is as follows:

	Down 1.00%		No change		Up 1.00%		Up 2.00%		Up 3.00%
	(Dollars In Thousands)
Net interest income	$	26,019	$	27,709	$	28,911	$	29,996	$	30,689

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 Chief Executive Officer and Chief Financial Officer, 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 March 31, 2016.

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 three months ended March 31, 2016, 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.

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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 during the Company’s fiscal quarter ended March 31, 2016, that have materially affected, or are reasonable likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

The Company currently has no material pending legal proceedings

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 10-K for the fiscal year ended December 31, 2015.

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

(a) Unregistered Sales of Equity Securities.

N/A

(b) Use of Proceeds. Not applicable

(c) 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
January 1, 2016, to January 31, 2016		33,397	$	12.16		1,719,285		219,401
February 1, 2016, to February 29, 2016		238	$	11.28		1,719,523		219,163
March 1, 2016, to March 31, 2016		42,022	$	11.73		1,761,545		177,141
Total		75,657	$	11.92		1,761,545		177,141

Item 3. Defaults Upon Senior Securities

None

Item 4. Mine Safety Disclosures

Not Applicable

Item 5. Other Information

None

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Item 6. Exhibits

31.1	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for John E. Peck, Chief Executive Officer.
31.2	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Billy C. Duvall, Chief Financial Officer.
32.1	Certification Pursuant to Section 18 U.S.C. Section 1350 for John E. Peck, Chief Executive Officer.
32.2	Certification Pursuant to Section 18 U.S.C. Section 1350 for Billy C. Duvall, Chief Financial Officer.
101	The following materials from the Company’s quarterly report on Form 10-Q for the three month period ended March 31, 2016, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Statements of Financial Condition as of March 31, 2016 (unaudited) and December 31, 2015, (ii) Condensed Consolidated Statements of Income for the three-month periods ended March 31, 2016 and March 31, 2015 (unaudited), (iii) Consolidated Condensed Statement of Comprehensive Income for the three-month periods ended March 31, 2016, and March 31, 2015 (unaudited), (iv) Consolidated Condensed Statement of Stockholders’ Equity, for the three-month periods ended March 31, 2016, and March 31, 2015 (unaudited); and (v) Condensed Consolidated Statements of Cash Flows, for the three-month periods ended March 31, 2016 and March 31, 2015 (unaudited), and (iv) Notes to Condensed Consolidated Financial Statements (unaudited), tagged as blocks of text.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	HOPFED BANCORP, INC.
Date: May 10, 2016	/s/ John E. Peck
	John E. Peck
	President and Chief Executive Officer
Date: May 10, 2016	/s/ Billy C. Duvall
	Billy C. Duvall
	Senior Vice President, Chief Financial
	Officer and Treasurer

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