SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 June 30, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 000-23667
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HOPFED BANCORP, INC.
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(Exact name of registrant as specified in its charter)
Delaware 61-1322555
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2700 Fort Campbell Boulevard, Hopkinsville, Kentucky 42240
- ---------------------------------------------------- --------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (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
As of June 30, 2000, 4,004,349 shares of Common Stock were issued and
outstanding.
CONTENTS
PAGE
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PART I. FINANCIAL INFORMATION
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Item 1. Financial Statements
Consolidated Statements of Financial Condition as of June 30, 2000
and December 31, 1999....................................... 2
Consolidated Statements of Income for the Three-Month and Six-Month
Periods Ended June 30, 2000 and 1999........................ 3
Consolidated Statements of Comprehensive Income for the Three-Month
and Six-Month Periods Ended June 30, 2000 and 1999.......... 4
Consolidated Statements of Cash Flows for the Six-Month
Periods Ended June 30, 2000 and 1999........................ 5
Notes to Unaudited Condensed Financial Statements.................... 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.................................. 6
Item 3. Quantitative and Qualitative Disclosures About
Market Risk.........................................................11
PART II. OTHER INFORMATION
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Item 4. Submission of Matters to a Vote of Security Holders..................11
Item 6. Exhibits and Reports on Form 8-K.....................................11
SIGNATURES....................................................................12
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
HOPFED BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
June 30, December 31,
ASSETS 2000 1999
----------- ------------
(Unaudited)
(In thousands)
Cash and due from banks ................................. $ 2,510 $ 4,537
Interest-bearing deposits in Federal
Home Loan Bank ("FHLB") ............................... 22 251
Federal funds sold ...................................... 150 4,100
Investment securities available for sale ................ 91,915 71,423
Investment securities held to maturity
(Estimated market values of $8,906 and
$10,078 at June 30, 2000 and
December 31, 1999, respectively) ..................... 8,810 9,958
Loans receivable, net ................................... 118,812 113,532
Accrued interest receivable ............................. 2,008 1,095
Real estate owned ....................................... 258 --
Premises and equipment, net ............................. 2,468 2,472
Deferred tax assets ..................................... 1,154 515
Other assets ............................................ 429 23
--------- ---------
Total assets ................................... $ 228,536 $ 207,906
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Deposits .............................................. $ 162,603 $ 160,905
Advances from FHLB .................................... 18,385 --
Federal income taxes .................................. 1,015 369
Advance payments from borrowers for taxes and insurance 267 156
Other liabilities ..................................... 1,124 2,130
--------- ---------
Total liabilities .............................. 183,394 163,560
--------- ---------
Shareholders' Equity:
Common stock .......................................... 40 39
Additional paid in capital ............................ 25,188 24,214
Retained earnings, substantially restricted ........... 21,477 20,991
Accumulated other comprehensive loss .................. (1,563) (898)
--------- ---------
Total shareholders' equity ..................... 45,142 44,346
--------- ---------
Total liabilities and shareholders' equity .. $ 228,536 $ 207,906
========= =========
See accompanying Notes to Unaudited Condensed Financial Statements.
2
HOPFED BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
For the Three Months For the Six Months
Ended June 30, Ended June 30,
-------------------------------------- -----------------------------------
2000 1999 2000 1999
----------------- ----------------- --------------- ---------------
(Dollars in thousands, except per share data)
Interest income:
Interest on loans...................... $ 2,125 $ 2,079 $ 4,305 $ 4,172
Interest and dividends on investments.. 1,849 1,103 3,556 2,303
Time deposit interest income........... 7 323 21 531
------------- -------------- ------------ ------------
Total interest income.............. 3,981 3,505 7,882 7,006
------------- -------------- ------------ ------------
Interest expense:
Interest on deposits................... 1,930 1,763 3,823 3,537
Interest on advances................... 292 -- 477 --
------------- -------------- ------------ ------------
Total interest expense............ 2,222 1,763 4,300 3,537
------------- -------------- ------------ ------------
Net interest income......................... 1,759 1,742 3,582 3,469
Provision for loan losses................... 10 5 20 10
------------- -------------- ------------ ------------
Net interest income after provision
for loan losses........................ 1,749 1,737 3,562 3,459
------------- -------------- ------------ ------------
Noninterest income:
Loan and other service fees............ 120 117 235 219
Other, net............................. 19 19 31 30
------------- ------------- ------------ ------------
Total noninterest income........... 139 136 266 249
------------- -------------- ------------ ------------
Noninterest expenses:
Salaries and benefits.................. 595 2,336 1,161 2,960
Federal insurance premium.............. 8 22 18 46
Occupancy expense, net................. 49 47 96 94
Data processing........................ 40 28 82 65
Other operating expenses............... 202 229 375 378
------------- -------------- ------------ ------------
Total noninterest expenses......... 894 2,662 1,732 3,543
------------- -------------- ------------ ------------
Income (loss) before income taxes........... 994 (789) 2,096 165
Income tax expense (recovery)............... 355 (212) 730 149
------------- -------------- ------------ ------------
Net income (loss)........................... 639 (577) 1,366 16
============= ============== ============ ============
Basic net income (loss) per share........... $ .16 $ (.15) $ .34 $ .00
Diluted net income (loss) per share......... $ .16 $ (.15) $ .34 $ .00
Dividends per share......................... $ .11 $ .075 $ .185 $ .15
============= ============== ============ ============
Weighted Average:
Common Shares.......................... 3,999,807 4,068,376 3,996,682 $ 4,051,096
Less: unallocated ESOP Shares........... -- 288,426 -- 288,426
------------- -------------- ------------ ------------
3,999,807 3,779,950 3,996,682 3,762,670
============= ============== ============ ============
See accompanying Notes to Unaudited Condensed Financial Statements.
3
HOPFED BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
For the Three Months For the Six Months
Ended June 30 Ended June 30
---------------------------- -----------------------------
2000 1999 2000 1999
------------- ---------- ------------- -----------
(In Thousands)
Net income (loss) $ 639 $ (577) $ 1,366 $ 16
Other comprehensive income, net of tax
Unrealized holding gains (losses) arising
during period net of tax effect of ($55)
and ($271) for the three months ended
June 30, 2000 and 1999, respectively,
and ($343) and ($588) for the
six months ended June 30, 2000 and
1999, respectively (106) (527) (665) (1,141)
Less:reclassification adjustment for gains
included in net income 0 0 0 0
---------- ------- ---------- --------
Comprehensive income (loss) $ 533 $ (1,104) $ 701 $ (1,125)
========== ======= ========== ========
See accompanying Notes to Unaudited Condensed Financial Statements
4
HOPFED BANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
For the Six Months Ended
June 30,
-------------------------
2000 1999
------------ -----------
(In thousands)
Cash flows from operating activities:
Net income ............................................ $ 1,366 $ 16
Adjustments to reconcile net income to net cash
provided by operating activities:
Provision for loan losses ............................. 21 10
Provision for depreciation ............................ 55 57
FHLB stock dividend ................................... (72) (65)
Accretion of investment security discounts ............ (9) (52)
Amortization of investment security premiums .......... 20 17
Unallocated ESOP shares ............................... -- 58
MRP Shares ............................................ 974 1,291
(Increase) decrease in
Accrued interest receivable ........................... (913) 310
Other assets .......................................... (406) (505)
Increase (decrease) in:
Current income taxes payable .......................... 44 --
Deferred income taxes ................................. 306 22
Accrued expenses and other liabilities ................ (1,139) 613
-------- --------
Net cash provided by operating activities ............. 247 1,772
-------- --------
Cash flows from investing activities:
Net (increase) decrease in interest earning deposits
in FHLB ........................................... 229 (1,076)
Net decrease in federal funds sold .................... 3,950 339
Proceeds from maturities of held-to-maturity securities 1,152 16,103
Proceeds from sale of available-for-sale securities ... 3,606 22,534
Purchases of available-for-sale securities ............ (25,048) (36,678)
Net increase in loans ................................. (5,301) (3,065)
Real estate acquired in settlement of loans ........... (258) --
Purchases of premises/equipment ....................... (51) (40)
-------- --------
Net cash used in investing activities ................. (21,721) (1,883)
-------- --------
Cash flows from financing activities:
Net increase in demand deposits ....................... 756 2,528
Net increase (decrease) in time deposits .............. 942 (2,431)
Advances from FHLB .................................... 18,385 --
Increase in advance payments by
borrowers for taxes and insurance ................. 111 101
Net dividends paid .................................... (747) (560)
Payment on loan to ESOP ............................... -- 48
-------- --------
Net cash used in financing activities ................. 19,447 (314)
-------- --------
Decrease in cash and cash equivalents ...................... (2,027) (425)
Cash and cash equivalents, beginning of period ............. 4,537 1,905
-------- --------
Cash and cash equivalents, end of period ................... 2,510 1,480
======== ========
Supplemental disclosures of cash flow information
Cash paid for income taxes ............................ $ 381 $ 600
======== ========
Cash paid for interest ................................ $ 4,316 $ 3,536
======== ========
See accompanying Notes to Unaudited Condensed Financial Statements.
5
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
HopFed Bancorp, Inc. (the "Company") was formed at the direction of
Hopkinsville Federal Savings Bank (the "Bank") to become the holding
company of the Bank upon the conversion of the Bank from a federally
chartered mutual savings bank to a federally chartered stock savings
bank. The conversion was consummated on February 6, 1998. The Company's
primary asset is the outstanding capital stock of the converted Bank,
and its sole business is that of the converted Bank and the investment
of funds held by it.
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles ("GAAP") for
interim financial information and with the instructions to Form 10-Q
and Article 10 of Regulation S-X. Accordingly, they do not include all
of the information and footnotes required by GAAP for complete
financial statements. In the opinion of management, all adjustments
(consisting of only normal recurring accruals) necessary for fair
presentation have been included. The results of operations and other
data for the six month period ended June 30, 2000 are not necessarily
indicative of results that may be expected for the entire fiscal year
ending December 31, 2000.
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, 1999. The accounting policies followed by the
Company are set forth in the Summary of Significant Accounting Policies
in the Company's December 31, 1999 Consolidated Financial Statements.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
COMPARISON OF FINANCIAL CONDITION AT JUNE 30, 2000 AND DECEMBER 31, 1999
Total assets increased by $20.6 million, from $207.9 million at December
31, 1999 to $228.5 million at June 30, 2000. Investment securities available for
sale increased from $71.4 million at December 31, 1999 to $91.9 million at June
30, 2000. Federal funds sold decreased from $4.1 million at December 31, 1999,
to $150,000 at June 30, 2000.
At June 30, 2000, investments classified as "held to maturity" were carried
at amortized cost of $8.8 million and had an estimated fair market value of $8.9
million, and securities classified as "available for sale" had an estimated fair
market value of $91.9 million.
The loan portfolio increased $5.3 million during the six months ended June
30, 2000. Net loans totaled $118.8 million and $113.5 million at June 30, 2000
and December 31, 1999, respectively. For the six months ended June 30, 2000, the
average yield on loans was 7.46%, compared to 7.57% for the year ended December
31, 1999.
The allowance for loan losses totaled $299,000 at June 30, 2000, an
increase of $21,000 from the allowance of $278,000 December 31, 1999. The ratio
of the allowance for loan losses to
6
loans was .25% and .24% at June 30, 2000 and December 31, 1999, respectively.
Also at June 30, 2000, non-performing loans were $374,000, or .31% of total
loans, compared to $58,000, or .05% of total loans, at December 31, 1999, and
the ratio of allowance for loan losses to non-performing loans at June 30, 2000
and December 31, 1999 was 79.9% and 479.3%, 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. Minimal losses on loans have been incurred in prior
years.
Real estate owned of $258,000 at June 30, 2000 represents one parcel of
residential property on which the Bank held a first mortgage and which was
acquired by the Bank in a sale initiated by the second mortgagee.
In 1999, the Company determined to retain its deposit base through an
increase in overall deposit rates. At June 30, 2000, deposits increased to
$162.6 million from $160.9 million at December 31, 1999, a net increase of $1.7
million. The average cost of deposits during the six months ended June 30, 2000
and the year ended December 31, 1999 was 4.81% and 4.62%, 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.
COMPARISON OF OPERATING RESULTS FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND 1999
NET INCOME. Net income for the six months ended June 30, 2000 was $1.4
million, compared to net income of $16,000 for the six months ended June 30,
1999. The increase in net earnings for the six months resulted primarily from
additional compensation expense in 1999 of $1.8 million resulting from employee
benefits which were approved at the 1999 Annual Meeting of Stockholders.
Excluding such compensation expense, for the six months ended June 30, 1999, net
income after tax would have been approximately $1.3 million. As discussed below,
the increase was also attributable to a $103,000 increase in total interest
income.
NET INTEREST INCOME. Net interest income for the six months ended June 30,
2000 was $3.6 million, compared to $3.5 million for the six months ended June
30, 1999. The increase in net interest income for the six months ended June 30,
2000 was primarily due to increases of $133,000 and $1.3 million in interest on
loans and interest and dividends on investments, respectively. For the six
months ended June 30, 2000, the Bank's average yield on average interest-earning
assets was 7.30%, compared to 6.53% for the six months ended June 30, 1999, and
its average cost of interest-bearing liabilities was 4.93% for the six months
ended June 30, 2000, compared to 4.64% for the six months ended June 30, 1999.
As a result, the Bank's interest rate spread for the six months ended June 30,
2000 was 2.37%, compared to 1.89% for the six months ended June 30, 1999, and
its net yield on interest-earning assets was 3.32% for the six months ended June
30, 2000, compared to 3.23% for the six months ended June 30, 1999.
INTEREST INCOME. Interest income increased by $900,000, from $7.0 million
to $7.9 million, or by 12.9%, during the six months ended June 30, 2000 compared
to the same period
7
in 1999. This increase primarily resulted from restructuring of the investment
portfolio which produced an increase of $1.3 million in interest and dividends
on investments. The average balance of securities available for sale increased
$17.6 million, from $72.7 million at June 30, 1999, to $90.3 million at June 30,
2000, while the average balance of securities held to maturity decreased $7.4
million, from $16.9 million at June 30, 1999 to $9.5 million at June 30, 2000.
In addition, average time deposits and other interest-earning cash deposits
decreased $14.1 million, from $14.9 million at June 30, 1999 to $790,000 at June
30, 2000. Overall, average total interest-earning assets increased $1.4 million,
or 0.65%, from June 30, 1999 to June 30, 2000. The ratio of average
interest-earning assets to average interest-bearing liabilities decreased from
140.80% for the six months ended June 30, 1999 to 123.88% for the six months
ended June 30, 2000.
INTEREST EXPENSE. Interest expense increased $763,000, or 21.57%, to $4.3
million for the six months ended June 30, 2000, compared to $3.5 million for the
same period in 1999. The increase was attributable to an increase of $286,000 in
interest on deposits and interest on FHLB advances of $477,000. During the six
months ended June 30, 2000, the Bank borrowed approximately $18.4 million from
the FHLB of Cincinnati in order to fund increases in loans and investments. The
average cost of average interest-bearing deposits increased from 4.64% at June
30, 1999 to 4.93% at June 30, 2000. Over the same period, the average balance of
deposits increased $6.7 million, from $152.4 million at June 30, 1999 to $159.1
million at June 30, 2000, or 4.40%.
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, prior loss experience, the estimated fair value of the
underlying collateral and other factors that warrant recognition in providing
for an adequate loan loss allowance. The Bank determined that an additional
$20,400 provision for loan losses was required for the six months ended June 30,
2000.
NON-INTEREST EXPENSES. There was a $1.8 million decrease in total
non-interest expenses in the six months ended June 30, 2000 compared to the same
period in 1999, primarily due to a $1.8 million decrease in salaries and
benefits.
INCOME TAXES. The effective tax rate for the six months ended June 30, 2000
was 34.8%, compared to 90.3% for the same period in 1999. The abnormally high
effective tax rate for the six months ended June 30, 1999, was attributable to
$277,000 of expenses being non-deductible for tax purposes. The increase in
income tax expense of $581,000 in the six months ended June 30, 2000 compared to
the same period in 1999 was primarily due to an increase of $1.9 million in
income before income taxes.
COMPARISON OF OPERATING RESULTS FOR THE THREE MONTHS ENDED JUNE 30, 2000 AND
1999
NET INCOME. Net income for the three months ended June 30, 2000 was
$639,000, compared to a net loss of $577,000 for the three months ended June 30,
1999. The increase in net income for the three months ended June 30, 2000
resulted primarily from compensation expense in 1999 related to additional
employee benefits which were approved at the 1999 Annual Meeting of
Stockholders.
8
NET INTEREST INCOME. Net interest income for each of the three months ended
June 30, 2000 and June 30, 1999 was $1.7 million. For the three months ended
June 30, 2000, the average yield on total interest-earning assets was 7.26%,
compared to 6.53% for the three months ended June 30, 1999, and the average cost
of interest-bearing liabilities was 5.02% for the three months ended June 30,
2000, compared to 4.62% for the three months ended June 30, 1999. As a result,
the interest rate spread for the three months ended June 30, 2000 was 2.24%,
compared to 1.91% for the three months ended June 30, 1999, and the net yield on
interest-earning assets was 3.21% for the three months ended June 30, 2000,
compared to 3.25% for the three months ended June 30, 1999.
INTEREST INCOME. Interest income increased by $476,000, from $3.5 million
to $4.0 million, or by 13.58%, during the three months ended June 30, 2000
compared to the same period in 1999. The average balance of securities available
for sale increased $17.4 million, from $74.9 million at June 30, 1999 to $92.3
million at June 30, 2000, while the average balance of securities held to
maturity decreased $2.5 million, from $11.7 million at June 30, 1999 to $9.2
million at June 30, 2000. In addition, average time deposits and other
interest-earning cash deposits decreased $16.9 million, from $17.4 million at
June 30, 1999 to $507,000 at June 30, 2000. The average balance of loans
receivable at June 30, 2000 was $117.2 million, an increase of $6.5 million from
the average balance at June 30, 1999. Overall, average total interest-earning
assets increased $4.4 million, or 2.06%, from June 30, 1999 to June 30, 2000.
The ratio of average interest-earning assets to average interest-bearing
liabilities decreased from 140.77% for the three months ended June 30, 1999 to
123.87% for the three months ended June 30, 2000.
INTEREST EXPENSE. Interest expense increased $459,000, or 26.04%, to $2.2
million for the three months ended June 30, 2000, compared to $1.8 million for
the same period in 1999. The increase was attributable to an increase of
$167,000 in interest on deposits and interest on FHLB advances of $292,000. The
average cost of average interest-bearing deposits increased from 4.62% at June
30, 1999 to 5.02% at June 30, 2000. Over the same period, the average balance of
deposits increased $6.5 million, from $152.6 million at June 30, 1999 to $159.1
million at June 30, 2000, or 4.26%. The average balance of advances from the
FHLB was $17.9 million at June 30, 2000 compared to none at June 30, 1999.
PROVISION FOR LOAN LOSSES. The Bank determined that an additional $10,200
provision for loan losses was required for the three months ended June 30, 2000,
compared to an additional $5,100 provision for the three months ended June 30,
1999.
NON-INTEREST EXPENSES. There was a $1.8 million decrease in total
non-interest expenses in the three months ended June 30, 2000 compared to the
same period in 1999, primarily due to a $1.7 million decrease in salaries and
benefits.
INCOME TAXES. The effective tax rate for the three months ended June 30,
2000 was 35.7%, compared to 26.9% for the same period in 1999. The increase in
income tax expense of $567,000 in the three-month period compared to the same
period in 1999 was primarily due to a $1.8 million increase in income before
income taxes.
9
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 initial operations and liquidity needs . However, no
assurance can be given that the Company will not have a need for additional
funds in the future. The Bank is subject to certain regulatory limitations with
respect to the payment of dividends to the Company.
The Bank's principal sources of funds for operations are deposits from its
primary market areas, principal and interest payments on loans, proceeds from
maturing investment securities and the net conversion proceeds received by it.
The principal uses of funds by the Bank include the origination of mortgage and
consumer loans and the purchase of investment securities.
The Bank is required by current federal regulations to maintain specified
liquid assets of at least 5% of its net withdrawable accounts plus short-term
borrowings. Short-term liquid assets (those maturing in one year or less) may
not be less than 1% of the Bank's liquidity base. At June 30, 2000, the Bank met
all regulatory liquidity requirements, and management believes that the
liquidity levels maintained are adequate to meet potential deposit outflows,
loan demand and normal operations.
The Bank must satisfy three capital standards: a ratio of core capital to
adjusted total assets of 4.0%, a tangible capital standard expressed as 1.5% of
total adjusted assets, and a combination of core and "supplementary" capital
equal to 8.0% of risk-weighted assets. At June 30, 2000, the Bank exceeded all
regulatory capital requirements. The table below presents certain information
relating to the Bank's capital compliance at June 30, 2000.
Amount Percent
------ -------
(Dollars in thousands)
Tangible Capital . . . . . . . . . . $ 45,578 19.78 %
Core Capital . . . . . . . . . . . . $ 45,578 19.78 %
Risk-Based Capital . . . . . . . . $ 45,876 52.98 %
At June 30, 2000, the Bank had outstanding commitments to originate loans
totaling $4.0 million. Management believes that the Bank's sources of funds are
sufficient to fund all of its outstanding commitments. Certificates of deposits
which are scheduled to mature in one year or less from June 30, 2000 totaled
$66.7 million. Management believes that a significant percentage of such
deposits will remain with the Bank.
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
10
Securities Exchange Act of 1934, as amended. Such statements may include, but
are not limited to, projections of income or loss, expenditures, acquisitions,
plans for future operations, financing needs or plans relating to services of
the Company, as well as assumptions relating to the foregoing. Forward-looking
statements are inherently subject to risks and uncertainties, some of which
cannot be predicted or quantified. Future events and actual results could differ
materially from those set forth in, contemplated by or underlying the
forward-looking statements.
The Company does not undertake, and specifically disclaims, any obligation
to publicly release the results of revisions which may be made to
forward-looking statements to reflect the occurrence of anticipated or
unanticipated events or circumstances after the date of such statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company monitors whether material changes in market risk have occurred
since year-end. The Company is unable to predict future changes in market rates
and their impact on the Company's profitability. The Company does not believe
that material changes in market risk exposures have occurred since December 31,
1999.
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On May 10, 2000, the Company held its Annual Meeting of Stockholders at
which the following matters were considered and voted on:
Proposal I - Election of Directors:
Nominees For Withheld
- -------- --- --------
Peggy R. Noel 421,069 8,740
There were no abstentions or broker non-votes.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit 27 - Financial Data Schedule (SEC use only)
Exhibit 10.1 - Employment Agreement by and between HopFed
Bancorp, Inc. and John E. Peck
Exhibit 10.2 - Employment Agreement by and between
Hopkinsville Federal Savings Bank and John E. Peck
(b) None.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
HOPFED BANCORP, INC.
Date: August 14, 2000 /s/ John E. Peck
-----------------
John E. Peck
President and Chief Executive Officer
Date: August 14, 2000 /s/ Peggy R. Noel
------------------
Peggy R. Noel
Executive Vice President, Chief Financial
Officer and Chief Operations Officer
12