UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1997 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 0-20956 HFB FINANCIAL CORPORATION A Tennessee Corporation I.R.S. Employer Identification No. 61-1228266 Address Telephone Number - ------- ---------------- 1602 Cumberland Avenue (606) 248-1095 Middlesboro, Kentucky 40965 Indicate by check mark whether the registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities and Exchange Act of 1934 during the preceding twelve 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 90 days. Yes X No . --- --- The number of shares of the registrant's $1 par value common stock outstanding at September 30, 1997 was 1,083,626 There are a total of 15 pages filed in this document. 1 HFB FINANCIAL CORPORATION I N D E X --------- PAGE NO. -------- PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS Consolidated Balance Sheet 3 Consolidated Statement of Earnings 4 Consolidated Statement of Stockholders' Equity 5 Consolidated Statement of Cash Flows 6-7 Notes to Consolidated Financial Statements 8-11 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 11-13 PART II - OTHER INFORMATION 14 SIGNATURES 15 2 HFB FINANCIAL CORPORATION AND SUBSIDIARY CONSOLIDATED BALANCE SHEET (Unaudited) SEPTEMBER 30, JUNE 30, 1997 1997 ------------- -------- ASSETS Cash and due from banks $ 3,247,973 $ 3,794,637 Trading securities 1,097,738 795,555 Investment securities Available for sale 24,864,760 25,112,540 Held to maturity 18,587,864 20,206,502 ------------ ------------ Total investment securities 43,452,624 45,319,042 Loans 109,100,026 105,694,555 Allowance for loan losses (778,123) (710,168) ------------ ------------ Net loans 108,321,903 104,984,387 Premises and equipment 2,106,377 2,167,393 Federal Home Loan Bank stock 1,190,400 1,169,100 Interest receivable 1,306,685 1,074,282 Other Assets 151,996 152,571 ------------ ------------ Total assets 160,875,696 159,456,967 ============ ============ LIABILITIES Deposits Interest bearing $130,710,817 $131,130,405 Non-interest bearing 1,494,734 2,072,137 ------------ ------------ Totals 132,205,551 133,202,542 Short term borrowings 8,500,000 7,500,000 Long term debt 706,406 720,753 Interest payable 1,146,296 548,233 Other liabilities 1,389,989 918,412 ------------ ------------ Total liabilities 143,948,242 142,889,940 ------------ ------------ STOCKHOLDERS' EQUITY Preferred stock, $1 par value Authorized and unissued--1,000,000 shares Common stock, $1 par value Issued and outstanding--1,285,673 shares 1,285,673 1,285,673 Additional paid-in capital 6,098,357 6,094,551 Less: Common stock acquired by ESOP (96,185) (125,422) Common stock acquired by Management Recognition Plan and Supplemental Executive Retirement Plan (93,950) (100,950) Common stock acquired by Rabbi trusts for deferred compensation plans (294,410) (283,259) Treasury stock, at cost, 202,047 shares (2,030,955) (2,030,955) Retained earnings 11,940,402 11,717,514 Net unrealized gain on securities available for sale 118,522 9,875 ------------ ------------ Total stockholders' equity 16,927,454 16,567,027 ------------ ------------ Total liabilities and stockholders' equity $160,875,696 $159,456,967 ============ ============ See notes to consolidated financial statements. 3 HFB FINANCIAL CORPORATION AND SUBSIDIARY CONSOLIDATED STATEMENT OF INCOME (Unaudited) THREE MONTHS ENDED SEPTEMBER 30, 1997 1996 ------------------------- INTEREST INCOME Loans receivable $2,394,912 $2,094,361 Investment securities 711,540 655,765 Other dividend income 27,054 20,138 Deposits with financial institutions 35,852 43,855 ------------------------- Total interest income 3,169,358 2,814,119 ------------------------- INTEREST EXPENSE Deposits 1,604,149 1,575,693 Short term borrowings 108,242 20,973 Long term debt 14,313 15,451 ------------------------- Total interest expense 1,726,704 1,612,117 ------------------------- NET INTEREST INCOME 1,442,654 1,202,002 Provision for loan losses 67,955 77,747 ------------------------- NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 1,374,699 1,124,255 ------------------------- OTHER INCOME Service charges for deposit accounts 99,518 72,760 Other customer fees ` 11,037 10,187 Net gain (loss) on trading securities 167,823 53,170 Net realized gain (loss) on sales of available for sale securities 7,623 Other income 9,763 13,133 ------------------------- Total other income 295,764 149,250 ------------------------- OTHER EXPENSES Salaries and employee benefit 494,018 441,896 Net occupancy expenses 37,676 54,641 Equipment expenses 72,591 51,441 Data processing fees 61,833 48,461 Deposit insurance expense 21,104 70,669 SAIF special assessment 705,859 Legal and professional fees 37,558 50,707 Advertising 20,568 24,498 State franchise and deposit taxes 31,369 39,860 Other expenses 116,767 105,473 ------------------------- Total other expenses 893,484 1,593,505 ------------------------- INCOME BEFORE INCOME TAX 776,979 (320,000) Income tax expense 326,529 (107,875) ------------------------- NET INCOME 450,450 (212,125) ========================= PER SHARE Net income $ 0.42 $ (0.20) ========================= WEIGHTED AVERAGE SHARES OUTSTANDING 1,083,626 1,051,447 ========================= See notes to consolidated financial statements. 4 HFB FINANCIAL CORPORATION AND SUBSIDIARY CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY Three months ended September 30, 1997 (Unaudited) NET UNREALIZED GAIN ON TOTAL ADDITIONAL MRP SECURITIES STOCK- COMMON PAID-IN ESOP AND RABBI TREASURY RETAINED AVAILABLE HOLDERS' STOCK CAPITAL DEBT* SERP** TRUSTS STOCK EARNINGS FOR SALE EQUITY ---------- ---------- --------- --------- --------- ----------- ----------- ---------- ----------- BALANCES, JUNE 30, 1997 $1,285,673 $6,094,551 $(125,422) ($100,950) ($283,259) ($2,030,955) $11,717,514 $ 9,875 $16,567,027 Net earnings 450,450 450,450 Dividends declared (227,562) (227,562) Reduction of ESOP debt 29,237 29,237 Stock issued under MRP 7,000 7,000 Stock purchased by Rabbi trusts (11,151) (11,151) Net change in unrealized gain on securities available for sale 108,647 108,647 Tax benefit of employee 3,806 3,806 benefit plans ---------- ---------- --------- --------- --------- ----------- ----------- ---------- ----------- BALANCES, SEPTEMBER 30, 1997 $1,285,673 $6,098,357 $ (96,185) $ (93,950) $(294,410) $(2,030,955) $11,940,402 $118,522 $16,927,454 ========== ========== ========= ========= ========= =========== =========== ========== =========== * Employees Stock Ownership Plan (ESOP) ** Management Recognition Plan (MRP) and Supplemental Executive Retirement Plan (SERP) See notes to consolidated financial statements. 5 HFB FINANCIAL CORPORATION AND SUBSIDIARY CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) THREE MONTHS ENDED SEPTEMBER 30, 1997 1996 ------------------------- OPERATING ACTIVITIES Net income (loss) $ 450,450 $ (212,125) Adjustments to reconcile net income to net cash provided by operating activities Provision for loan losses 67,955 77,747 Depreciation and amortization Property and equipment 61,016 57,210 Cost of ESOP and MRP 36,238 29,037 Investment securities 2,282 8,348 FHLB stock dividend (21,300) (19,100) Deferred income tax 7,000 550 Net change in Trading account securities (302,183) (206,880) Interest receivable (232,403) (175,765) Interest payable 598,063 530,373 Other assets 573 (4,295) Other liabilities 406,630 720,421 ------------------------- Net cash provided by operating activities 1,074,321 805,521 ------------------------- INVESTING ACTIVITIES Purchases of securities available for sale (1,702,778) (500,000) Purchases of securities held to maturity (996,012) Proceeds from maturities of securities available for sale 834,903 507,887 Proceeds from sales of securities available for sale 1,284,398 Proceeds from maturities of securities held to maturity 1,618,013 319,351 Net change in loans (3,405,470) (1,863,363) Purchases of premises and equipment (10,779) ------------------------- Net cash used by investing activities (1,370,934) (2,542,916) ------------------------- (continued) 6 HFB FINANCIAL CORPORATION AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED (Unaudited) THREE MONTHS ENDED SEPTEMBER 30, 1997 1996 ---------- ---------- FINANCING ACTIVITIES Net change in Non interest-bearing, interest-bearing and savings deposits $ (83,354) $ (513,195) Certificates of deposit (913,637) 340,989 Short term borrowings 1,000,000 0 Repayment of long-term debt (14,347) (13,241) Cash dividends (227,562) (201,228) Purchase of stock (204,550) Sale of common stock 10,000 Common stock acquired by Rabbi trusts (11,151) ---------- ----------- Net cash used by financing activities (250,051) (581,225) ---------- ----------- NET CHANGE IN CASH AND CASH EQUIVALENTS (546,664) (2,318,620) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 3,794,637 4,744,672 ---------- ----------- CASH AND CASH EQUIVALENTS, END OF PERIOD $3,247,973 $ 2,426,052 ========== =========== ADDITIONAL CASH FLOWS INFORMATION Interest paid $1,128,642 $1,081,831 Income tax paid 146,314 2,002 See notes to consolidated financial statements. 7 HFB FINANCIAL CORPORATION Notes to Consolidated Financial Statements (Unaudited) 1. BASIS OF PRESENTATION: The unaudited consolidated financial information for the three month periods ended September 30, 1997 and 1996 includes the results of operations of HFB Financial Corporation (the "Corporation") and its wholly owned subsidiary Home Federal Bank, Federal Savings Bank ("Home Federal" or the "Bank"). The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial statements and with the instructions to Form 10-Q. It is suggested that these statements and notes be read in conjunction with the financial statements and notes thereto included in the Bank's annual report for the year ended June 30, 1997 on Form 10-K filed with the Securities and Exchange Commission. In the opinion of management, the financial information reflects all adjustments (consisting only of normal recurring adjustments) which are necessary for a fair presentation of the results of operations for such periods but should not be considered as indicative of results for a full year. 2. NONPERFORMING LOANS AND PROBLEM ASSETS Management reviews the Bank's loans on a regular basis. Commercial and multi-family real estate loans generally are placed on non-accrual status if the borrower is placed in bankruptcy proceedings, or management concludes that payment in full is not likely. Consumer and commercial loans generally are charged off, or an allowance is established for any expected loss after they become more than 90 days past due. Loans are charged off when management concludes that they are uncollectible. Real estate acquired by the Bank as a result of foreclosure is classified as real estate owned until such time as it is sold. When such property is acquired, it is recorded at the lower of the unpaid principal balance or its fair value less estimated selling cost. Any required write-down of the loan to its fair market value upon foreclosure is charged against the allowance for loan losses. The accrual of interest on impaired loans is discontinued when, in Management's opinion, the borrower may be unable to meet payments as they become due. When interest accrual is discontinued, all unpaid accrued is reversed. Interest income is subsequently recognized only to the extent cash payments are received. 3. NEW ACCOUNTING STANDARDS The Financial Accounting Standards Board has issued Statement No. 128, "Earnings Per Share." This statement simplifies the computation of earnings per share and requires dual presentation of basic and diluted earnings per share on the face of the income statement. The statement is effective for financial statements issued for periods ending after December 15, 1997, with earlier application not permitted. It is not expected that the application of this standard will have a significant impact on the Companies earnings per share presentation. The Financial Accounting Standards Board has also issued Statement No. 130, "Reporting Comprehensive Income," which establishes standards for reporting and display of comprehensive income and its components. In addition, the Financial Accounting Standards board has issued Statement No. 131, "Disclosures about Segments of an Enterprise and Related Information," which 8 establishes standards for disclosing information about operating segments in interim and annual financial statements. The Company will comply with the new disclosure requirements beginning in fiscal 1999. The application of these pronouncements will not have a material impact on the Company's financial condition or results of operations. The following sets forth information with respect to the Bank's non-performing assets at September 30, 1997 and June 30, 1997: (Dollars in thousands) September 30, June 30, 1997 1997 --------------- --------- Accruing loans which are contractually past due 90 days or more: Real estate $ 516 $ 365 Consumer 14 3 ----- ----- $ 530 $ 368 Real estate owned 58 58 ----- ----- Total non-performing assets $ 588 $ 426 ===== ===== Nonaccrual and 90 days or more past due loans as a percentage of total loans, net (1) .49% .35% ===== ===== Nonaccrual and 90 days or more past due loans as a percentage of total assets .33% .23% ===== ===== Non-performing assets as a percentage of total assets .37% .27% ===== ===== (1) The Bank had no nonaccrual loans at September 30, 1997 and June 30, 1997. The Bank has several potential problem commercial real estate loans to one borrower at September 30, 1997. The carrying amount of these loans is approximately $1.4 million, including a $131,000 working capital loan funded in January 1997. The properties securing these loans is not generating sufficient cash flow to fund debt service payments and the borrower has been from 30 to 60 days in arrears on the loan during the quarter. The borrower has obtained funds from another source to make the most recent payments on this indebtedness and the loan was brought current on October 31. Management is currently evaluating the collectability of this loan and assessing the possibility of any losses the Bank could incur. 9 The following sets forth the activity in the Bank's allowance for loan losses for the three months ended September 30, 1997: (Dollars in thousands) Balance at June 30, 1997 $710 Provision for loan losses 68 ---- Balance September 30, 1997 778 ==== Ratio of net charge offs during the period to average loans outstanding during the period .00% ==== MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS GENERAL: HFB Financial Corporation (the "Company"), a Tennessee Corporation, was formed in September 1992 at the direction of Home Federal Bank, Federal Savings Bank (the"Bank") for the purpose of becoming a holding company for the Bank as part of its conversion from mutual to stock form. The Corporation's primary operation is its' investment in the common stock of the Bank. The Bank is principally engaged in the business of accepting deposits from the general public and originating permanent loans which are secured by one-to- four family residential properties located in its market area. The Bank also originates consumer loans and commercial real estate loans, and maintains a substantial investment portfolio of mortgage-backed and other investment securities. The operations of Home Federal, and savings institutions generally, are significantly influenced by general economic conditions and the monetary and fiscal policies of government regulatory agencies. Deposit flows and costs of funds are influenced by interest rates on competing investments and prevailing market rates of interest. Lending activities are affected by the demand for financing real estate and other types of loans, which in turn are influenced by the interest rates at which such financing may be offered and other factors related to loan demand and the availability of funds. Just as the Bank's operations are influenced by regulatory authorities, so are its liquidity levels and capital resources. As of September 30, 1997, management is not aware of any current recommendations by regulatory authorities, which if implemented, would have a material effect on the Bank's operations, liquidity or resources. Issues regarding the year 2000 and the implications it may have on the operations of the Bank, customers of the Bank and vendors of the Bank is of grave concern to Management. The Board of Directors has designated a senior officer to oversee year 2000 compliance and an inventory of software, hardware, vendors and other issues is currently being developed. Each will be analyzed and assessed to determine if they are year 2000 compliant. This will be an ongoing process involving every aspect of the Company and the Bank. ASSET/LIABILITY MANAGEMENT Key components of a successful asset/liability strategy are the monitoring and managing of interest rate sensitivity of both the interest-earning asset and interest-bearing liability portfolios. Home Federal has employed various strategies intended to minimize the adverse affect of interest rate risk on future operations by providing a better match between the interest rate sensitivity of its assets and liabilities. In particular, the Bank's strategies are intended to stabilize net interest income for the long-term by protecting its interest rate spread against increases in interest rates. Such strategies include the origination of adjustable-rate mortgage loans secured by one-to-four family residential real estate and the origination of consumer and other loans with greater interest rate sensitivities than long- 10 term, fixed-rate residential mortgage loans. Although customers typically prefer fixed-rate mortgage loans in a low interest rate environment, Home Federal has been successful in originating adjustable-rate loans in recent years. In addition, the Bank has used excess funds to invest in various short-term investments including mortgage-backed securities with terms of seven years or less, U.S. Government Treasury and Agency securities with terms of ten years or less and other short-term investments. Asset/liability management in the form of structuring cash instruments provides greater flexibility to adjust exposure to interest rates. During periods of high interest rates, management believes it is prudent to offer competitive rates on short-term deposits and less competitive rates for long- term liabilities. This posture allows the Bank to benefit quickly from declines in interest rates. Likewise, offering more competitive rates on long-term deposits during the low interest rate periods allows the Bank to extend the repricing and/or maturity of its liabilities thus reducing its exposure to rising interest rates. FINANCIAL CONDITION The Corporation's assets increased by .89% to $160.9 million at September 30, 1997 compared to $159.5 million at June 30, 1997. This increase is due primarily to an increase in loans receivable, which was funded by proceeds generated by sales and maturities of investment securities. Cash and cash equivalents decreased by $547,000 to $3.2 million at September 30, 1997 from $3.8 million at June 30, 1997. This decrease was primarily the result of increased levels of loans and a decline in deposits during the quarter ended September 30, 1997. The Company maintains a portfolio of trading account securities which is comprised of common stock of other financial institutions. The portfolio was $1.1 million at September 30, 1997 compared to $796,000 at June 30, 1997. Most of this increase was attributable to market appreciation of the underlying stocks. The Bank's asset composition continues to change due to volatility in interest rates and a strong loan demand. In the current interest rate environment, a substantial portion of loans originated were adjustable-rate residential mortgages. During the three months ended September 30, 1997, the Bank originated $7.6 million in mortgages. Total loans receivable, net increased 3.18% to $108.3 million at September 30, 1997 compared to $105.0 million at June 30, 1997. At September 30, 1997, allowance for loan losses was $778,000 or .71% of loans receivable compared to $710,000 or .67% of loans receivable at June 30, 1997. During the three months ended September 30, 1997, the provision for loan losses was $68,000 and there were no charge offs or recoveries recorded. The Bank has several problem real estate loans to one borrower at September 30, 1997.. The carrying amount of these loans is approximately $1.4 million, including a $131,000 working capital loan which was funded in January 1997. The properties securing these loans are not generating sufficient cash flow to fund debt service payments and the borrower has been from 30 to 60 days in arrears on these loans during the quarter. The borrower obtained funds from another source to make the most recent payments on this indebtedness and these loans were brought current on October 31. There has been no improvement in cash flows since June 30, 1997 and Management continues to closely monitor this credit as to its collectability and any possible losses the Bank could incur. The Bank augments its lending activities and increases its asset yields by investing in mortgage-backed securities "MBSs " and U.S. Government securities. During the three months ended September 30, 1997, management purchased $1.7 million in investment securities and MBSs, while the proceeds from called and maturing investment securities, principal collected on MBSs and investments, and the sale of investment securities totaled $3.7 million. At September 30, 1997, investment securities available for sale, "AFS" was $24.9 million with a net unrealized gain of $119,000 and the balance of investment securities held to maturity, "HTM" was $18.6 million. Accrued interest receivable increased by $232,000 from $1.074 million at June 30, 1997 to $1.306 million 11 at September 30, 1997 due to a higher volume of interest-earning assets and the timing of interest payments. Total deposits decreased by $997,000 to $132.206 million at September 30, 1997 from $133.203 million at June 30, 1997. During the three months ended September 30, 1997, Certificates of Deposiits increased $341,000 million while other deposits decreased by $1.338 million. Accrued interest on deposits increased by $598,000 to $1.146 million at September 30, 1997 from $548,000 at June 30, 1996. The increase was primarily due to the timing of interest payments. Short term borrowings from Federal Home Loan Bank increased by $1.0 million during the three months ended September 30, 1997 due to net increases in borrowings, which was used to fund increases in lending activities. The Bank's regulatory liquidity ratio was 23.49% at September 30, 1997 as compared to 21.50% at June 30, 1997. At September 30, 1997 the Bank met all the fully phased-in regulatory capital requirements under FIRREA. Tangible, core and risk-based capital ratios were 9.7%, 9.7% and 20.7% respectively at September 30, 1997 as compared to 9.7%, 9.7% and 20.7% at June 30, 1997. RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996 Net earnings increased by $662,000 to $450,000 for the three month period ended September 30, 1997 from $(212,000) for the three month period ended September 30, 1996. The primary reasons for the increase were a $241,000 increase in net interest income, a $10,000 decrease in provision for loan losses, an $146,000 increase noninterest income and a $700,000 decrease in noninterest expense offset by a $435,000 increase in income tax expense. Interest on loans receivable increased by $301,000 to $2.395 million for the three month period ended September 30, 1997 as compared to $2.094 million for the three month period ended September 30, 1996. This increase is mainly attributable to a higher weighted average balance of loans receivable outstanding. Interest on investment securities increased by $56,000 to $712,000 during the three month period ended September 30, 1997 from $656,000 for the three month period ended September 30, 1996, primarily due to higher yields. Other dividend income increased by $7,000 to $27,000 for the three month period ended September 30, 1997 from $20,000 for the three month period ended September 30, 1996 due primarily to increased investment in trading account securities. Interest on deposits with other financial institutions decreased by $8,000 to $36,000 for the three month period ended September 30, 1997 from $44,000 for the three month period ended September 30, 1996. This decrease was primarily due to decreased volume arising from funding needs. Interest on deposits increased by $28,000 to $1.604 million for the three month period ended September 30, 1997 from $1.576 million for the three month period ended September 30, 1996 as a result of higher volume and a change in the overall deposit mix. Lower rate savings accounts declined, while Certificates of Deposits increased. Interest on short term borrowings and long term debt increased by $87,000 to $123,000 for the three month period ended September 30, 1997 from $36,000 for the three month period ended September 30, 1996 due to higher levels of borrowing. 12 Provision for loan losses was $68,000 for the three month period ended September 30, 1997 as compared to $78,000 for the three month period ended September 30, 1996. The provision was the result of Management's evaluation of the adequacy of the allowance for loan losses including consideration of recoveries of loans previously charged off, the perceived risk exposure among loan types, actual loss experience, delinquency rates, and current economic conditions. The Bank's allowance for loan losses as a percent of total loans at September 30, 1997 was .71%. Non-interest income increased by $146,000 to $295,000 for the three month period ended September 30, 1997 as compared to $149,000 for the same period in 1996. The increase was attributable to realized and unrealized gains on trading account securities and realized gains on investment securities available for sale of $122,000, an increase of $27,000 in deposit service charge income and a net decrease of $3,000 in all other categories. Trading account securities are equity securities, which are subject to market fluctuations. Non-interest expense decreased by $700,000 to $893,000 for the three month period ended September 30, 1997 as compared to $1.593 million for the same period in 1996. Compensation and benefits increased by $52,000 to $494,000 for the three month period ended September 30, 1997 as compared to $442,000 for the same period in 1996. This decrease was primarily attributable to increased salaries and wages. Net occupancy expense decreased by $17,000 to $38,000 for the three month period ended September 30, 1997 compared to $55,000 for the same period in 1996. This decrease was mainly the result of decreased repairs and maintenance and depreciation expense. Equipment expense increased by $22,000 to $73,000 for the three month period ended September 30, 1997 from $51,000 for the three month period ended September 30, 1996 primarily due to increased depreciation expense associated with the Bank's New Tazewell branch. Data processing expense increased by $14,000 to $62,000 for the three month period ended September 30, 1997 from $48,000 for the three month period ended September 30, 1996 due to increased services rendered by the Bank's service provider. Deposit insurance premiums decreased by $50,000 to $21,000 for the three month period ended September 30, 1997 as compared to $71,000 for the three month period ended September 30, 1996 due to lower deposit insurance premiums. The Bank paid a one time special assessment of $706,000 to recapitalize the Savings Association Insurance Fund during the three months ended September 30, 1996. Professional services decreased by $13,000 for the three month period ended September 30, 1997 as compared to the three months ended September 30, 1996 primarily due to lower accounting and consulting fees. Advertising expense decreased by $4,000 for the three months ended September 30, 1997 compared to the three months ended September 30, 1996 due to new programs implemented during the three month period ended September 30, 1996. State franchise and deposit taxes decreased by $9,000 to $31,000 for the three month period ended September 30, 1997 compared to $40,000 for the three month period ended September 30, 1996 due to a change in the Bank's estimated liability. Other expense increased by $11,000 to $116,000 for three the month period ended September 30, 1997 from $105,000 for the three month period ended September 30, 1996 as the result of small increases in several expense categories. Income taxes increased by $435,000 to $327,000 for the three month period ended September 30, 1997 compared to ($108,000) for the three months ended September 30, 1996 due to higher earnings. 13 HFB FINANCIAL CORPORATION PART II OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS None ITEM 2. CHANGES IN SECURITIES None ITEM 3. DEFAULTS IN SENIOR SECURITIES None ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None ITEM 5. OTHER INFORMATION None ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K a. Exhibits None 14 HFB FINANCIAL CORPORATION Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed in its behalf by the undersigned, thereunto duly authorized. HFB FINANCIAL CORPORATION By: /s/ David B. Cook ----------------------------- David B. Cook President and Chief Executive Officer By: /s/ Stanley Alexander, Jr. ----------------------------- Stanley Alexander, Jr. Chief Financial Officer Dated: November 7, 1997 15