UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2000 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 May 12, 2000 was 1,079,557. There are a total of 15 pages filed in this document. 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 Income 4 Consolidated Statement of Stockholders' Equity 5 Consolidated Statement of Cash Flows 6 Notes to Consolidated Financial Statements 7-8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 9-12 Item 3. Quantative/Qualitive Disclosures about Market Risk 13 PART II - OTHER INFORMATION 14 SIGNATURES 15 2 HFB FINANCIAL CORPORATION AND SUBSIDIARY Consolidated Balance Sheet (Unaudited) MARCH 31, JUNE 30, 2000 1999 ASSETS Cash and cash equivalents $ 4,975,778 $ 3,573,139 Trading securities 784,598 1,014,808 Investment securities Available for sale 37,128,840 37,298,664 Held to maturity 25,520,977 21,997,870 ------------- ------------- Total investment securities 62,649,817 59,296,534 Loans 126,589,145 121,953,392 Allowance for loan losses (625,477) (1,211,594) ------------- ------------- Net loans 125,963,668 120,741,798 Premises and equipment 3,419,801 2,432,475 Real estate owned 188,518 -- Federal Home Loan Bank stock 1,395,500 1,346,800 Interest receivable 1,962,469 1,821,970 Goodwill 396,495 -- Other assets 160,861 188,876 ------------- ------------- Total assets $ 201,897,505 $ 190,416,400 ============= ============= LIABILITIES Deposits Interest bearing $ 167,259,334 $ 152,971,687 Non-interest bearing 1,736,648 1,016,069 ------------- ------------- Totals 168,995,982 153,987,756 Short term borrowings -- 6,500,000 Long term debt 12,545,938 10,597,501 Interest payable 1,347,988 733,041 Other liabilities 698,745 847,055 ------------- ------------- Total liabilities 183,588,653 172,665,353 ------------- ------------- STOCKHOLDERS' EQUITY Issued and outstanding - 1,312,003 and 1,303,031 shares 1,312,003 1,303,031 Additional paid-in capital 6,348,279 6,303,419 Less: Common stock acquired by Rabbi trusts for deferred compensation plans (504,737) (639,767) Treasury stock, at cost, 202,046 shares (2,030,955) (2,030,955) Retained earnings 14,300,276 13,501,715 Accumulated other comprehensive income (1,116,014) (686,396) ------------- ------------- Total stockholders' equity 18,308,852 17,751,047 ------------- ------------- Total liabilities and stockholders' equity $ 201,897,505 $ 190,416,400 ============= ============= See notes to consolidated financial statements. 3 HFB FINANCIAL CORPORATION AND SUBSIDIARY CONSOLIDATED STATEMENT OF INCOME (Unaudited) THREE-MONTHS ENDED NINE-MONTHS ENDED MARCH 31, MARCH 31, 2000 1999 2000 1999 INTEREST INCOME Loans receivable $2,594,545 $2,418,541 $7,652,846 $7,513,849 Investment securities 1,007,135 825,890 2,942,367 2,326,618 Other dividend income 30,928 29,523 97,913 85,570 Deposits with financial institutions 24,982 80,811 66,478 151,393 --------------- ---------------- --------------- ---------------- Total interest income 3,657,590 3,354,765 10,759,604 10,077,430 --------------- ---------------- --------------- ---------------- INTEREST EXPENSE Deposits 1,898,386 1,794,189 5,544,290 5,434,428 Short term borrowings 5,462 93,227 110,764 282,947 Long term debt 146,494 126,489 431,071 295,123 --------------- ---------------- --------------- ---------------- Total interest expense 2,050,342 2,013,905 6,086,125 6,012,498 --------------- ---------------- --------------- ---------------- NET INTEREST INCOME 1,607,248 1,340,860 4,673,479 4,064,932 Provision for loan losses 15,000 95,384 (459,488) 229,843 --------------- ---------------- --------------- ---------------- NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 1,592,248 1,245,476 5,132,967 3,835,089 --------------- ---------------- --------------- ---------------- OTHER INCOME Service charges for deposit accounts 94,773 98,220 286,814 278,061 Other customer fees 21,234 14,860 58,870 57,662 Net loss on trading securities (112,660) (25,554) (186,699) (222,835) Net realized gain on sales of available for sale securities -- -- -- 2,827 Other income 1,821 1,952 10,623 5,244 --------------- ---------------- --------------- ---------------- Total other income 5,168 89,478 169,608 120,959 --------------- ---------------- --------------- ---------------- OTHER EXPENSES Salaries and employee benefits 546,490 460,158 1,568,149 1,295,484 Net occupancy expenses 81,961 46,053 210,475 143,972 Equipment expenses 68,793 57,878 183,568 160,554 Data processing fees 64,803 57,042 206,095 176,271 Deposit insurance expense 8,136 22,238 53,386 64,887 Legal and professional fees 74,158 43,946 178,422 143,604 Advertising 49,951 19,232 173,692 80,565 State franchise and deposit taxes 19,818 37,683 94,108 108,758 Other expenses 213,405 171,747 697,197 511,708 --------------- ---------------- --------------- ---------------- Total other expenses 1,127,515 915,977 3,365,092 2,685,803 --------------- ---------------- --------------- ---------------- INCOME BEFORE INCOME TAX 469,901 418,977 1,937,483 1,270,245 Income tax expense 134,984 171,803 663,419 466,295 --------------- ---------------- --------------- ---------------- =============== ================ =============== ================ NET INCOME $334,917 $247,174 $1,274,064 $803,950 =============== ================ =============== ================ BASIC EARNINGS PER SHARE $0.30 $0.22 $1.15 $0.73 DILUTED EARNINGS PER SHARE 0.30 0.22 1.14 0.72 See notes to consolidated financial statements. 4 HFB FINANCIAL CORPORATION AND SUBSIDIARY CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY Nine-months ended March 31, 2000 (Unaudited) ACCUMULATED ADDITIONAL OTHER TOTAL COMMON PAID-IN RABBI TREASURY COMPREHENSIVE RETAINED COMPREHENSIVE STOCKHOLDERS' STOCK CAPITAL TRUSTS STOCK INCOME EARNINGS LOSS EQUITY ----------------------------------------------------------------------------------------------------- BALANCES, JUNE 30, 1999 $1,303,031 $6,303,419 $(639,767) $(2,030,955) $13,501,715 $(686,396) $17,751,047 Net income $1,274,064 1,274,064 1,274,064 Other Comprehensive income - net change in unrealized loss on securities available for sale (429,618) (429,618) (429,618) ---------- Comprehensive Income $844,446 ========== Stock issued upon exercise of 8,972 44,860 53,832 stock options Dividends declared (475,503) (475,503) Net change in fair value of rabbi trust shares 135,030 135,030 ------------------------------------------------ --------------------------------------- BALANCES, MARCH 31, 2000 $1,312,003 $6,348,279 $(504,737) $(2,030,955) $14,300,276 $(1,116,014) $18,308,852 ================================================ ======================================= 5 HFB FINANCIAL CORPORATION AND SUBSIDIARY CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) NINE-MONTHS ENDED MARCH 31, 2000 1999 OPERATING ACTIVITIES Net cash provided by operating activities $2,188,372 $1,953,354 ------------ ------------ INVESTING ACTIVITIES Purchases of securities available for sale (8,346,396) (14,521,635) Proceeds from maturities of securities available for sale 7,871,376 7,528,873 Purchases of securities held to maturity (7,874,038) (6,497,692) Proceeds from sales of securities available for sale -- 520,648 Proceeds from maturities of securities held to maturity 4,370,423 4,956,266 Net change in loans (5,221,870) (5,298,550) Purchases of premises and equipment (1,160,797) (512,355) Proceeds from sale of fixed assets -- 13,000 Acquisition of deposits (net of cash acquired) (459,423) -- ------------ ------------ Net cash used by investing activities (10,820,725) (13,811,445) ------------ ------------ FINANCING ACTIVITIES Net change in Non interest-bearing, interest-bearing and savings deposits 3,574,604 (227,824) Certificates of deposit 11,433,622 9,005,739 Short term borrowings (6,500,000) 1,000,000 Proceeds of long-term debt 2,000,000 5,000,000 Repayment of long-term debt (51,563) (47,588) Cash dividends (475,503) (492,757) Proceeds from exercise of options on common stock 53,832 63,018 Common stock acquired by Rabbi trusts -- (31,278) ------------ ------------ Net cash used by financing activities 10,034,992 14,269,310 ------------ ------------ NET CHANGE IN CASH AND CASH EQUIVALENTS 1,402,639 2,411,219 CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 3,573,139 6,947,148 ------------ ------------ CASH AND CASH EQUIVALENTS, END OF PERIOD $ 4,975,778 $ 9,358,367 ============ ============ ADDITIONAL CASH FLOWS INFORMATION Interest paid $ 5,471,178 $ 4,657,881 Income tax paid 624,105 320,864 See notes to consolidated financial statements. 6 HFB FINANCIAL CORPORATION Notes to Consolidated Financial Statements (Unaudited) 1. BASIS OF PRESENTATION The unaudited consolidated financial information for the three and nine-month periods ended March 31, 2000 and 1999 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, 1999 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. HARLAN BRANCH ACQUISITION On October 15, 1999, the Bank acquired the deposits of the National City Bank of Kentucky's Harlan, Kentucky branch office. In the acquisition, the Bank purchased $17.1 million in deposits and $12,000 in fixed assets. The purchase premium was $459,000 and was calculated on 3% of core deposits. This premium will be amortized over 84 months on a declining balance method. The Bank is currently in the process of purchasing the office building and real estate of this branch bank from National City and expects to complete the transfer of title by June 30, 2000. In the interim period, the bank has placed $438,000 in escrow for the purchase of this branch and rents the building from National City for $3,600 per month. The Bank has opted to continue operating this branch as a separate office and has retained the 7 persons previously employed by National City. 1. NON-PERFORMING LOANS AND PROBLEM ASSETS The following sets forth the activity in the Bank's allowance for loan losses for the nine-months ended March 31, 2000 and 1999: (Dollars in thousands) 2000 1999 ---- ---- Balance July 1 $1,212 $973 Charge offs (130) (16) Recoveries 2 - Provision for loan losses (459) 229 ------ ------ Balance March 31 $625 $1,186 Ratio of net charge offs during the period to average loans outstanding during the period .10% .00% ====== ====== 7 Information on impaired loans is summarized below AT MARCH 31 2000 ---- Impaired loans with an allowance $275 Allowance for impaired loans (included in the Company's allowance for loan losses) $99 NINE-MONTHS ENDED MARCH 31 2000 ---- Average balance of impaired loans $591 Interest income recognized on impaired loans 86 Cash-basis interest received 83 ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS Certain matters discussed in this Quarterly Report on Form 10-Q are "forward-looking statements" intended to qualify for the safe harbors from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements can generally be identified as such because the context of the statement will include words such as the Company "believes", "anticipates", "expects", "estimates" or words of similar import. Similarly, statements that describe the Company's future plans, objectives or goals are also forward-looking statements. Such forward-looking statements are subject to certain risks and uncertainties, which are described in, close proximity to such statements and which could cause actual results to differ materially from those anticipated as of the date of this report. Shareholders, potential investors and other readers are urged to consider these factors in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included herein are only made as of the date of this report and the Company undertakes no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances. GENERAL: HFB Financial Corporation, a Tennessee Corporation, was formed in September 1992 at the direction of Home Federal Bank, Federal Savings 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 regulatory authorities influence the Bank's operations, so are its liquidity levels and capital resources. As of March 31, 2000, management is not aware of any current recommendations by the regulatory authorities, which if implemented, would have a material effect on the Bank's operations, liquidity or resources. 8 FINANCIAL CONDITION The Corporation's assets increased by 6.03% to $201.9 million at March 31, 2000 compared to $190.4 million at June 30, 1999. The majority of this increase is reflected in increases in cash and cash equivalents, investment securities, loans and fixed assets. These increases are financed primarily by the net of an increase in deposits, an increase in long-term borrowing and a decrease in short-term borrowings. Cash and cash equivalents increased by $1.4 million to $5.0 million at March 31, 2000 from $3.6 million at June 30, 1999. This increase was primarily the result of excess liquidity invested in overnight funds. The Company maintains a portfolio of trading account securities, which is comprised of common stock of other financial institutions. The portfolio was $785,000 at March 31, 2000 compared to $1.015 million at June 30, 1999. Most of this decrease was attributable to a decrease in the fair market value of the portfolio. The loan portfolio increased by $5.3 million to $126.0 million at March 31, 2000 from $120.7 million at June 30, 1999. A substantial portion of loans originated during the last nine-month period were adjustable-rate residential mortgages. At March 31, 2000, the allowance for loan losses was $625,000 or .49% of loans receivable compared to $1.2 million or .99% of loans receivable at June 30, 1999. During the nine-months ended March 31, 2000, management reduced the allowance, due to the repayment of $904,000 on impaired loans. Total non-performing assets were $730,000 or .58% of total loans at March 31, 2000 as compared to $1.9 million or 1.56% of total loans at June 30, 1999. The decrease in non-performing loans was primarily due to the repayment of $874,000 on several problem real estate loans to one borrower that totaled $1.4 million. Over the past year, management has aggressively worked to help this borrower find new financing with another lender. This refinancing was the source of the $874,000 reduction and reduced the borrowers outstanding debt to $455,000. At March 31, 2000, $99,000 was included in the allowance for loan losses, specifically as a reserve for the remaining loans to this borrower. The Bank augments its lending activities and increases its asset yields by investing in mortgage-backed securities and U.S. Government securities. During the nine-months ended March 31, 2000, management purchased $16.2 million in investment and mortgage-backed securities. These purchases were primarily funded by proceeds from the acquisition of the deposits in the Harlan transaction, called and maturing investment securities, principal collected on mortgage-backed securities and investments, and an increase in long-term borrowing. At March 31, 2000, the Bank held $37.1 million in securities, available for sale with a net unrealized loss of $1.1 million and $25.5 million in securities held to maturity with a fair market value of $24.4 million. Premises and equipment increased by $987,000 to $3.4 million at March 31, 2000 from $2.4 million at June 30, 1999, primarily as the result of progress payments made on the Bank's new operations center which is presently under construction. The final cost is estimated at approximately $1.0 million, including furniture and fixtures. Other assets and goodwill increased $368,000 to $557,000 at March 31, 2000 from $189,000 at June 30, 1999, primarily due to the unamortized core deposit intangible resulting from the Harlan transaction, which was $396,000 at March 31, 2000, with 78 months of amortization remaining. Total deposits increased by $15.0 million to $169.0 million at March 31, 2000 from $154.0 million at June 30, 1999. During the nine-months ended March 31, 2000, certificates of deposit increased $11.4 million. NOW accounts and savings deposits increased $3.6 million, primarily due to the acquisition of the deposits in Harlan on October 15, 1999. Excluding the $17.1 million in deposits acquired in the Harlan transaction, NOW accounts and savings decreased by $1.0 million and certificates of deposit decreased by $1.9 million. The decline in these deposits was primarily attributable to aggressive competition in the form of premium rates offered by other institutions in our market area. 9 Short-term borrowings decreased $6.5 Million from June 30, 1999 as the result of funding from the acquisition of the deposits of the new Harlan office. Long-term borrowings increased by $2.0 million to $12.5 million at March 31, 2000 from $10.5 million at June 30, 1999 due to funding needs for investment securities and loans. Accrued interest payable increased by $615,000 to $1.348 million at March 31, 2000 from $733,000 at June 30, 1999 due to an increase in interest-bearing deposit accounts and the timing of interest payments. At March 31, 2000, the Bank met all regulatory capital requirements. Tangible, core and risk-based capital ratios were 8.5%, 8.5% and 19.7% respectively at March 31, 2000 as compared to 9.0%, 9.0% and 21.4% at June 30, 1999. RESULTS OF OPERATIONS FOR THE THREE-MONTHS ENDED MARCH 31, 2000 AND 1999 Net income increased by $88,000 to $335,000 for the three-month period ended March 31, 2000 from $247,000 for the three-month period ended March 31, 1999. The primary reasons for the increase were a decrease of $84,000 in non-interest income and an increase of $212,000 in non-interest expense. These items were offset by a $266,000 increase in net interest income a $80,000 decrease in the provision for loan losses and a $37,000 decrease in income tax expense. Net interest income increased by $266,000 for the three-month period ended March 31, 2000 as compared to the three-month period ended March 31, 1999, primarily as the result of higher volume. Interest on loans increased by $176,000 to $2.595 million for the three-month period ended March 31, 2000 as compared to $2.419 million for the three-month period ended March 31, 1999. This increase is mainly attributable to a higher weighted-average balance of loans receivable outstanding. Interest on investment securities increased by $183,000 to $1.038 million for the three-month period ended March 31, 2000 from $855,000 for the three-month period ended March 31, 1999. This increase is primarily the result of higher weighted-average balances during the period. Interest on deposits increased by $104,000 to $1.898 million for the three-month period ended March 31, 2000 from $1.794 million for the three-month period ended March 31, 1999 as a result of higher volume. Interest on short-term borrowings and long-term debt decreased by $68,000 to $152,000 for the three-month period ended March 31, 2000 from $220,000 for the three-month period ended March 31, 1999 due to lower levels of short-term borrowing. The provision for loan losses decreased $80,000 for the three-month period ended March 31, 2000 as compared to the same period in 1999. 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 March 31, 2000 was .49%. Non-interest income decreased by $84,000 to $5,000 for the three-month period ended March 31, 2000 as compared to $89,000 for the same period in 1999. The decrease was attributable to a net increase in realized and unrealized (losses) on trading account securities of $87,000 offset by an increase of $3,000 in service charges on deposits. Non-interest expense increased by $212,000 to $1.128 million for the three-month period ended March 31, 2000 as compared to $916,000 for the same period in 1999. Compensation and benefits increased by $86,000 to $546,000 for the three-month period ended March 31, 2000 as compared to $460,000 for the same period in 1999. This increase is primarily attributable to an increase in salaries and wages of $75,000, $35,000 which was attributable to the addition of 7 employees from the Harlan transaction. The remaining portion of the increase was due to increases in employee education and employee benefits. 10 Occupancy expense increased by $36,000 to $82,000 for the three-month period ended March 31, 2000 from $46,000 for the same period in 1999. This increase was primarily due to an increase of $11,000 for the lease of the newly acquired Harlan branch office. The remaining portion of this increase was attributable to increases in repairs and maintenance expense, depreciation expense and insurance expense. Professional services increased by $30,000 to $74,000 for the three-months ended March 31, 2000 compared to $44,000 for the same period in 1999, primarily as the result of $25,000 paid for a Phase II Environmental study performed on the site of the new Harlan Branch. Advertising expense increased by $31,000 to $50,000 for the quarter ended March 31, 2000 compared to $19,000 for the quarter ended March 31, 1999 primarily due to a higher level of agency advertising activity in the current period. Other expenses increased by $41,000 to $213,000 for the three-month period ended March 31, 2000 from $172,000 for the three-month period ended March 31, 1999, primarily due to the addition of $31,000 in core deposit intangible amortization expense related to the Harlan transaction. RESULTS OF OPERATIONS FOR THE NINE-MONTHS ENDED MARCH 31, 2000 AND 1999 Net income increased by $470,000 to $1.274 million for the nine-month period ended March 31, 2000 from $804,000 for the nine-month period ended March 31, 1999. The primary reasons for the increase were a $609,000 increase in net interest income, a $689,000 decrease in provision for loan losses, a $49,000 increase non-interest income offset by a $680,000 increase in non-interest expense and a $197,000 increase in income tax expense. Net interest income increased by $609,000 for the nine-month period ended March 31, 2000 as compared to the nine-month period ended March 31, 1999, primarily as the result of a higher volumes and the recognition of interest income on several non-accrual loans, which were paid off. Interest on loans increased by $139,000 to $7.653 million for the nine-month period ended March 31, 2000 as compared to $7.514 million for the nine-month period ended March 31, 1999. This increase is mainly attributable to a higher weighted-average balance of loans receivable outstanding. Interest on investment securities increased by $615,000 to $2.942 million for the nine-month period ended March 31, 2000 from $2.327 million for the nine-month period ended March 31, 1999. This increase is primarily the result of higher weighted-average balances during the period. Interest on deposits with other financial institutions decreased by $85,000 to $66,000 for the nine-month period ended March 31, 2000 from $151,000 for the nine-month period ended March 31, 1999 primarily due to a lower level of interest-bearing cash balances. Interest on deposits increased by $110,000 to $5.544 million for the nine-month period ended March 31, 2000 compared to $5.434 million for the nine-month period end March 31, 1999. This increase was primarily due to an increase in volume. Interest on short term borrowings and long term debt decreased by $36,000 to $542,000 for the nine-month period ended March 31, 2000 from $578,000 for the nine-month period ended March 31, 1999 primarily due to lower levels of short-term borrowing. The provision for loan losses decreased $689,000 for the nine-month period ended March 31, 2000 as compared to the same period in 1999. During the quarter ended September 30, 1999, a total of $904,000 of impaired loans were paid off. The amount charged off for those loans was significantly less than what was specifically reserved for these loans and resulted in a $474,000 reduction in the overall allowance. The provision is the result of management's evaluation of the adequacy of the allowance for loan losses including consideration of recoveries of loans previously charged off, 11 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, net at March 31, 2000 was .49%. Non-interest income increased by $49,000 to $170,000 for the nine-month period ended March 31, 2000 as compared to $121,000 for the same period in 1999. The increase was attributable to a net decrease in realized and unrealized losses on trading account securities of $36,000, a decrease in realized gains on available for sale securities of $3,000, a $10,000 increase in customer fees and service charges and an increase of $6,000 in other income. The decrease in realized and unrealized losses on trading account securities was primarily the result of an decrease in the market value of equity securities included in the trading account portfolio. The trading account portfolio is comprised of common stocks of other financial institutions. Non-interest expense increased by $679,000 to $3.365 million for the nine-month period ended March 31, 2000 as compared to $2.686 million for the same period in 1999. Compensation and benefits increased by $273,000 to $1.568 million for the nine-month period ended March 31, 2000 as compared to $1.295 million for the same period in 1999. This increase is primarily attributable to an increase of $159,000 in salaries and wages. The remaining portion of the increase was due to a decrease of $85,000 in salaries and wages that are being deferred as loan origination costs and an increase of $28,000 in employee benefits. The decrease in salaries and wages deferred as loan origination costs decreased due to a decrease in loan production. The increases in wages and benefits were a result of annual wage increases and a $70,000 increase attributable to the addition of seven employees from the Harlan transaction. Occupancy expense increased by $67,000 to $210,000 for the nine-month period ended March 31, 2000 compared to $144,000 for the same period in 1999. This increase was primarily due to $20,000 in rent expense for the newly acquired branch in Harlan, an increase of $9,000 in other rent expense, an increase of $20,000 in repairs and maintenance expense, an increase of $6,000 in depreciation expense and an increase of $12,000 in tax, insurance and utility expenses. Equipment expense increased by $23,000 to $184,000 for the nine-month period ended March 31, 2000 compared to $161,000 for the nine-period ended March 31, 1999. The increase was due to a $14,000 increase in repairs and maintenance and a $9,000 increase in depreciation expense. Data processing fees increased by $30,000 to $206,000 for the nine-month period ended March 31, 2000 from $176,000 for the nine-month period ended March 31, 1999 primarily due to one time conversion expenses incurred for the Harlan branch acquisition. Professional services increased by $35,000 to $178,000 for the nine-month period ended March 31, 2000 compared to the same period in 1999. This increase is primarily due primarily as the result of $25,000 paid for a Phase II Environmental study performed on the site of the new Harlan Branch office and $10,000 in fees paid for assistance in developing a new strategic plan. Advertising expense increased by $93,000 to $174,000 for the nine-month period ended March 31, 2000 compared to $81,000 for the nine-month period ended March 31, 1999 primarily due to a new advertising campaign launched during the current fiscal year. Other expenses increased by $185,000 to $697,000 for the nine-month period ended March 31, 2000 from $512,000 for the nine-month period ended March 31, 1999 primarily as the result of $63,000 in core deposit intangible amortization for the Harlan transaction, a $20,000 increase in printing and stationary expense, a $41,000 increase in other real estate expense, a $21,000 increase in ATM and other processing fees and a $14,000 increase in telephone expense. Income tax expense increased by $197,000 to $663,000 for the nine-month period ended March 31, 2000 compared to $466,000 for the nine-months ended March 31, 1999 due to a higher level of taxable income. 12 QUANTATIVE/QUALITIVE DISCLOSURES ABOUT MARKET RISK 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-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. The Corporation uses interest rate sensitivity analysis to measure its interest rate risk by computing changes in net portfolio value of its cash flows from assets, liabilities and off-balance sheet items in the event of a range of assumed changes in market interest rates. Net portfolio value represents the market value of portfolio equity and is equal to the market value of assets minus the market value of liabilities, with adjustments made for off-balance sheet items. This analysis assesses the risk of loss in market risk sensitive instruments in the event of a sudden and sustained 100 to 400 basis point increase or decrease in market interest rates with no effect given to any steps that management might take to counter the effect of that interest rate movement. The Corporation measures interest rate risk by modeling the change in net portfolio value over a variety of interest rate scenarios. The Corporation has not yet completed its interest rate sensitivity analysis for March 31, 2000, but anticipates an increase in interest rate sensitivity as disclosed in the annual report to shareholders' at June 30, 1999. At December 31, 1999, the Corporations net portfolio value was estimated to decline by $7,179,000 or change 30% with an immediate rate shock reflecting an increase of 200 basis points compared to a decline of $5,761,000 and a change of 25% at June 30, 1999. 13 HFB FINANCIAL CORPORATION PART II OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS None ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS None ITEM 3. DEFAULTS UPON SENIOR SECURITIES None ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS No matters were submitted to a vote of Security Holders during the quarter ended March 31, 2000. ITEM 5. OTHER INFORMATION None ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K a. Exhibits The following exhibit is filed as part of this Form 10-QSB Exhibit 27 - Financial Data Schedule b. Reports on Form 8-K 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: May 12, 2000 15