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 December 31, 2001 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 February 13, 2002 was 1,296,854. There are a total of 14 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 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 8-12 PART II - OTHER INFORMATION 13 SIGNATURES 14 2 HFB FINANCIAL CORPORATION AND SUBSIDIARY CONSOLIDATED BALANCE SHEET (UNAUDITED) DECEMBER 31, JUNE 30, 2001 2001 ASSETS Cash and cash equivalents $ 13,594,073 $ 13,887,788 Trading securities -- 1,049,327 Investment securities, available for sale 62,255,664 57,109,780 Loans 141,628,404 137,581,692 Allowance for loan losses (779,543) (718,267) ------------- ------------- Net loans 140,848,861 136,863,425 Premises and equipment 4,542,876 4,642,655 Federal Home Loan Bank stock 1,582,400 1,527,400 Interest Receivable 1,660,392 1,790,607 Other assets 553,780 533,607 ------------- ------------- Total assets $ 225,038,046 $ 217,404,589 ============= ============= LIABILITIES Deposits Interest bearing $ 186,540,007 $ 177,316,986 Non-interest bearing 2,565,697 4,631,492 ------------- ------------- Totals 189,105,704 181,948,478 Long term debt 12,412,844 12,452,796 Interest payable 919,833 962,143 Other liabilities 1,622,278 1,572,344 ------------- ------------- Total liabilities 204,060,659 196,935,761 ------------- ------------- STOCKHOLDERS' EQUITY Issued and outstanding - 1,579,582 shares, respectively 1,579,582 1,579,582 Additional paid-in-capital 8,729,990 8,729,990 Less: Common stock acquired by Rabbi trusts for deferred compensation plans (488,102) (488,102) Treasury stock, at cost, 282,728 shares, respectively (2,484,267) (2,484,267) Retained earnings 13,335,998 12,839,997 Accumulated other comprehensive loss 304,186 291,628 ------------- ------------- Total stockholders' equity 20,977,387 20,468,828 ------------- ------------- Total liabilities and stockholders' equity $ 225,038,046 $ 217,404,589 ============= ============= See notes to consolidated financial statements. 3 HFB FINANCIAL CORPORATION AND SUBSIDIARY CONSOLIDATED STATEMENT OF INCOME (Unaudited) THREE-MONTHS ENDED SIX-MONTHS ENDED DECEMBER 31, DECEMBER 31, ------------------------- ------------------------- 2001 2000 2001 2000 INTEREST INCOME Loans receivable $ 2,957,886 $ 3,022,776 $ 5,884,567 $ 5,780,987 Investment securities 837,076 961,053 1,693,935 1,981,056 Other dividend income 41,749 35,450 84,336 70,522 Deposits with financial institutions 40,423 25,584 126,018 39,613 ----------- ----------- ----------- ----------- Total interest income 3,877,134 4,044,863 7,788,856 7,872,178 ----------- ----------- ----------- ----------- INTEREST EXPENSE Deposits 1,938,881 2,214,452 4,118,448 4,377,771 Short term borrowings -- -- -- -- Long term debt 171,007 175,109 342,418 349,151 ----------- ----------- ----------- ----------- Total interest expense 2,109,888 2,389,561 4,460,866 4,726,922 ----------- ----------- ----------- ----------- NET INTEREST INCOME 1,767,246 1,655,302 3,327,990 3,145,256 Provision for loan losses 47,500 22,480 85,000 44,980 ----------- ----------- ----------- ----------- NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 1,719,746 1,632,822 3,242,990 3,100,276 ----------- ----------- ----------- ----------- OTHER INCOME Service charges for deposit accounts 197,082 146,879 361,985 273,807 Other customer fees 34,239 19,527 57,080 33,298 Net gain (loss) on trading securities 11,977 70,619 21,426 132,162 Net realized gain (loss) on sales of available for sale securities -- (670) 6,053 (670) Other income 19,503 3,479 42,178 15,536 ----------- ----------- ----------- ----------- Total other income 262,801 239,834 488,722 454,133 ----------- ----------- ----------- ----------- OTHER EXPENSES Salaries and employee benefits 650,245 531,195 1,264,125 1,048,943 Net occupancy expenses 94,327 81,356 189,718 169,530 Equipment expenses 129,919 98,768 245,374 190,507 Data processing fees 57,984 67,090 117,398 134,659 Deposit insurance expense 8,319 8,712 16,640 17,418 Legal and professional fees 90,096 48,323 149,533 116,054 Advertising 60,514 49,358 120,514 98,527 State franchise and deposit taxes 44,300 42,431 88,176 88,317 Other expenses 222,346 257,434 441,941 493,519 ----------- ----------- ----------- ----------- Total other expenses 1,358,050 1,184,667 2,633,419 2,357,474 ----------- ----------- ----------- ----------- INCOME BEFORE INCOME TAX 624,497 687,989 1,098,293 1,196,935 Income tax expense 206,225 237,398 355,890 412,634 ----------- ----------- ----------- ----------- NET INCOME $ 418,272 $ 450,591 $ 742,403 $ 784,301 =========== =========== =========== =========== BASIC EARNINGS PER SHARE $ 0.32 $ 0.35 $ 0.57 $ 0.61 DILUTED EARNINGS PER SHARE $ 0.32 $ 0.35 $ 0.57 $ 0.60 See notes to consolidated financial statements. 4 HFB FINANCIAL CORPORATION AND SUBSIDIARY CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY SIX-MONTHS ENDED DECEMBER 31, 2001 (UNAUDITED) ACCUMULATED ADDITIONAL COMPRE- OTHER TOTAL COMMON PAID-IN RABBI TREASURY HENSIVE RETAINED COMPREHENSIVE STOCKHOLDERS' STOCK CAPITAL TRUSTS STOCK INCOME EARNINGS INCOME (LOSS) EQUITY --------------------------------------------------------------------------------------------------- Balances, June 30, 2001 $1,579,582 $8,729,990 ($488,102) ($2,484,267) $12,839,997 $291,628 $20,468,828 Net income $742,404 742,403 742,403 Other comprehensive income, net of tax Unrealized gain on securities 12,558 12,558 12,558 ---------- Comprehensive income $754,962 ========== Cash dividend declared ($.19 per share) (246,402) (246,402) ----------------------------------------------- ----------------------------------------- BALANCES, DECEMBER 31, 2001 $1,579,582 $8,729,990 ($488,102) ($2,484,267) $13,335,998 $304,186 $20,977,387 =============================================== ========================================= See notes to consolidated financial statements. 5 HFB FINANCIAL CORPORATION AND SUBSIDIARY CONSOLIDATED STATEMENT OF CASH FLOWS SIX-MONTHS ENDED DECEMBER 31, ---------------------------- 2001 2000 ---- ---- OPERATING ACTIVITIES Net cash provided by operating activities $ 2,336,759 $ 1,257,711 ------------ ------------ INVESTING ACTIVITIES Purchases of securities available for sale (40,374,291) (500,000) Proceeds from maturities of securities available for sale 25,997,383 1,340,949 Proceeds from sales of securities available for sale 9,128,907 3,649,998 Proceeds from maturities of securities held to maturity -- 1,643,580 Net change in loans (4,135,770) (7,269,914) Purchases of premises and equipment (117,575) (828,595) ------------ ------------ Net cash used by investing activities (9,501,346) (1,963,982) ------------ ------------ FINANCING ACTIVITIES Net change in Non interest-bearing, interest-bearing and savings deposits 1,258,206 223,600 Certificates of deposit 5,899,020 1,926,116 Short term borrowings -- (400,000) Repayment of long term debt (39,952) (36,872) Cash dividends (246,402) (246,838) Proceeds from exercise of options on common stock -- 24,000 Purchase of treasury stock -- (39,964) ------------ ------------ Net cash provided by financing activities 6,870,872 1,450,042 ------------ ------------ NET CHANGE IN CASH AND CASH EQUIVALENTS (293,715) 743,771 CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 13,887,788 3,171,389 ------------ ------------ CASH AND CASH EQUIVALENTS, END OF PERIOD $ 13,594,073 $ 3,915,160 ============ ============ ADDITIONAL CASH FLOWS INFORMATION Interest paid $ 4,160,758 $ 4,735,390 Income tax paid 307,432 261,812 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 six-month periods ended December 31, 2001 and 2000 includes the results of operations of HFB Financial Corporation (the "Company") and its wholly owned subsidiary Home Federal Bank Corporation ("Home Federal" or the "Bank"). The accompanying unaudited financial statements have been prepared in accordance with accounting principles accepted in the United States for interim financial statements and with the instructions to Form 10-QSB. It is suggested that these statements and notes be read in conjunction with the financial statements and notes thereto included in the Company's annual report for the year ended June 30, 2001 on Form 10-KSB 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. NON-PERFORMING LOANS AND PROBLEM ASSETS The following sets forth the activity in the Company's allowance for loan losses for the six-months ended December 31, 2001 and 2000: (Dollars in thousands) 2001 2000 ---- - ---- Balance July 1 $718 $645 Charge offs (23) (10) Recoveries - 1 Provision for loan losses 85 45 -- -- Balance December 31 $780 $681 ============ ============ Information on impaired loans is summarized below AT DECEMBER 31 2001 ---- Impaired loans with an allowance $2,198 Allowance for impaired loans (included in the Company's allowance for loan losses) $224 SIX-MONTHS ENDED DECEMBER 31 2001 ---- Average balance of impaired loans $1,826 Interest income recognized on impaired loans $0 Cash-basis interest received $0 3. RECLASSIFICATIONS Reclassifications of certain amounts in the December 31, 2000 consolidated statement have been made to conform to the December 31, 2001 presentation. 7 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-QSB 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 Company'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. During the quarter ended December 31, 2001, the Bank converted from a federal thrift charter to a state chartered commercial bank as a means for management to focus more on commercial lending and other activities permissible for commercial banks. 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. FINANCIAL CONDITION The Corporation's assets increased by 3.50% to $225.0 million at December 31, 2001 compared to $217.4 million at June 30, 2001. The majority of this increase is reflected in increases in loans and investments. These increases were financed primarily by an increase in deposits and a decrease in trading account securities. In the past, the Company has maintained a portfolio of trading account securities, which was comprised of common stock of other financial institutions. The portfolio was totally liquidated during the quarter ended December 31, 2001 compared to $1.049 million at June 30, 2001. Investment securities, available for sale, increased $5.2 million to $62.3 million at December 31, 2001 from $57.1 million at June 30, 2001 primarily as the result of liquidity from an increase in deposits and the liquidation of trading account securities. 8 Loans, net, increased by $3.9 million to $140.8 million at December 31, 2001 from $136.9 million at June 30, 2001 as the result of continued mortgage loan demand and an increase in participation loans. The Company continues to maintain a high percentage of its loan portfolio in adjustable-rate residential mortgages. At December 31, 2001, the allowance for loan losses was $780,000 or .55% of loans receivable compared to $718,000 or .52 of loans receivable at June 30, 2001. Total deposits increased by $7.2 million to $189.1 million at December 31, 2001 from $181.9 million at June 30, 2001. During the six-months ended December 31, 2001, certificates of deposit increased $5.9 million and NOW accounts and savings deposits increased $1.3 million. Competition for deposits in the local market has eased considerably over last quarter due to decreased loan demand and increased liquidity in the market. The Bank's regulatory liquidity ratio was 34.4% at December 31, 2001 as compared to 36.2% at June 30, 2001. At December 31, 2001 the Bank met all the regulatory capital requirements to be considered "well capitalized" under bank regulations. Tangible, core and risk-based capital ratios were 8.5%, 8.5% and 15.7% respectively at December 31, 2001 as compared to 8.7%, 8.7% and 15.7% respectively, at June 30, 2001. RESULTS OF OPERATIONS FOR THE THREE-MONTHS ENDED DECEMBER 31, 2001 AND 2000 Net income decreased by $33,000 to $418,000 for the three-month period ended December 31, 2001 from $451,000 for the three-month period ended December 31, 2000. The primary reasons for the decrease were a $174,000 increase in other expense and a $25,000 increase in the provision for loan losses offset by a $112,000 increase in net interest income, a $23,000 increase in other income and a $31,000 decrease in income tax expense. Interest income decreased by $168,000 for the three-month period ended December 31, 2001 as compared to the three-month period ended December 31, 2000, primarily a result of a lower weighted-average yield on earning assets. The lower average yields were the result of sharp declines in interest rates over the past 12 months. Interest on loans decreased by $65,000 to $2.958 million for the three-month period ended December 31, 2001 as compared to $3.023 million for the three-month period ended December 31, 2000. This decrease is mainly attributable to a lower weighted-average yield on loans during the quarter ended December 31, 2001. Interest on investment securities and other dividend income decreased by $118,000 to $879,000 for the three-month period ended December 31, 2001 from $997,000 million for the three-month period ended December 31, 2000. This decrease is primarily the result of a lower reinvestment rate on maturing investments. Interest on deposits with other financial institutions increased by $15,000 to $40,000 for the three-month period ended December 31, 2001 from $25,000 for the three-month period ended December 31, 2000 primarily due to a higher level of interest-bearing deposits with financial institutions. Similarly, interest expense on deposits decreased by $275,000 to $1.939 million for the three-month period ended December 31, 2001 from $2.214 million for the three-month period ended December 31, 2000 as a result of a significant drop in rates paid on deposit accounts. Interest expense on long-term debt decreased by $4,000 to $171,000 for the three-month period ended December 31, 2001 from $175,000 for the three-month period ended December 31, 2000, primarily due to a slightly lower level of long-term debt. The provision for loan losses increased $25,000 for the three-month period ended December 31, 2001 as compared to the same period in 2000. 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 December 31, 2001 was 0.55%. 9 Non-interest income increased by $23,000 to $263,000 for the three-month period ended December 31, 2001 as compared to $240,000 for the same period in 2000. The increase was primarily attributable to an increase of $50,000 in service charges on deposits and an increase of $31,000 in other customer fees and other income offset by a net decrease of $58,000 in gains on trading account securities and realized gains and losses on available for sale securities. Non-interest expense increased by $173,000 to $1.358 million for the three-month period ended December 31, 2001 as compared to $1.185 million for the same period in 2000. Compensation and benefits increased by $119,000 to $650,000 for the three-month period ended December 31, 2001 as compared to $531,000 for the three-months ended December 31, 2000 primarily as the result of a $75,000 increase in salaries, wages and commissions and an increase of $44,000 in the cost of funding the Banks retirement plan. Occupancy expense increased by $13,000 to $94,000 for the three-months ended December 31, 2001 compared to $81,000 for the same period in 2000. This was primarily due to an increase of $10,000 in depreciation expense attributable to the addition of fixed assets over the past 12 months. Equipment expense increased by $31,000 to $130,000 for the three-months ended December 31, 2001 from $99,000 for the three months-ended December 31, 2000 primarily due to an increase in depreciation expense of $15,000 and an increase of $17,000 in maintenance and repairs. Data processing fees decreased by $9,000 to $58,000 for the three- months ended December 31, 2001 from $67,000 for the same period in 2000 as the result a more favorable contract negotiated with the Banks data processor. Legal and professional fees increased by $42,000 to $90,000 for the three-month period ended December 31, 2001 from $48,000 for the three-month period ended December 31, 2000 primarily due to a higher level of consulting and legal services utilized in the three-months ended December 31, 2001. Advertising expense increased by $12000 to $61,000 for the quarter ended December 31, 2001 compared to $49,000 for the quarter ended December 31, 2000 primarily due to a higher level of advertising activity in the current period. State deposit and franchise taxes increased by $2,000 to $44,000 for the quarter ended December 31, 2001 compared to $42,000 for the quarter ended December 31, 2000 primarily due to a higher level of deposits in the current period Other expenses decreased by $35,000 to $222,000 for the three-month period ended December 31, 2001 from $257,000 for the three-month period ended December 31, 2000, primarily due to decreases in telephone, postage, intangible amortization and other miscellaneous expenses. Income tax expense decreased by $31,000 to $206,000 for the three-month period ended December 31, 2001 compared to $237,000 for the three-months ended December 31, 2000 due a lower level of taxable income. RESULTS OF OPERATIONS FOR THE SIX-MONTHS ENDED DECEMBER 31, 2001 AND 2000 Net income decreased by $42,000 to $742,000 for the six-month period ended December 31, 2001 from $784,000 for the six-month period ended December 31, 2000. The primary reasons for the decrease were a $40,000 increase in provision for loan losses and a $276,000 increase in non-interest expense offset by a $183,000 increase in net interest income, a $35,000 increase in non-interest income and a $57,000 decrease in income tax expense. Net interest income increased by $183,000 for the six-month period ended December 31, 2001 as compared to the six-month period ended December 31, 2000, primarily as the result of a higher volumes in the period ended December 31, 2001. 10 Interest on loans increased by $104,000 to $5.885 million for the six-month period ended December 31, 2001 as compared to $5.781 million for the six-month period ended December 31, 2000. This increase is mainly attributable to higher volume. Interest on investment securities and other dividend income decreased by $274,000 to $1.778 million for the six-month period ended December 31, 2001 from $2.052 million for the six-month period ended December 31, 2000. This decrease is primarily the result of lower reinvestment rates on maturing securities. Interest on deposits with other financial institutions increased by $86,000 to $126,000 for the six-months ended December 31, 2001 compared to $40,000 for the six-months ended December 31, 2000 primarily due to a higher average balance during the period ended December 31, 2001. Interest expense on deposits decreased by $260,000 to $4.118 for the six-month period ended December 31, 2001 from $4.378 million for the six-month period ended December 31, 2000 as a result of a significantly lower cost of funds. Interest expense on short term borrowings and long term debt decreased by $7,000 to an aggregate of $342,000 for the six-month period ended December 31, 2001 from an aggregate of $349,000 for the six-month period ended December 31, 2000 primarily due to lower levels of short-term borrowings. The provision for loan losses increased by $40,000 to $85,000 for the six-month period ended December 31, 2001 as compared to $45,000 the same period in 2000. 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, net at December 31, 2001 was 0.55%. The Bank's non-interest income increased by $35,000 to $489,000 for the six-month period ended December 31, 2001 as compared to $454,000 for the same period in 2000. The increase was mainly attributable to a decrease in gains on trading account securities and net gains on the sale of investment securities, available for sale of $104,000 offset by an $88,000 increase in service charges for deposit accounts and an increase of $50,000 in other customer fees and other income. Non-interest expense increased by $276,000 to $2.633 million for the six-month period ended December 31, 2001 as compared to $2.357 million for the same period in 2000. Compensation and benefits increased by $215,000 to $1.264 million for the six-month period ended December 31, 2001 as compared to $1.049 million for the same period in 2000. This increase is primarily attributable to annual wage increases and an increase in the cost of funding the Banks retirement plan. Occupancy expense increased by $20,000 to $190,000 for the six-month period ended December 31, 2001 compared to $170,000 for the same period in 2000. This increase was primarily due to a $17,000 increase in depreciation expense. Equipment expense increased by $54,000 to $245,000 for the six-month period ended December 31, 2001 compared to $191,000 for the same period in 2000. This increase was mainly the result of higher deprecation associated with the purchase of new furniture and equipment over the past year. Data processing fees decreased by $18,000 to $117,000 for the six-month period ended December 31, 2001 from $135,000 for the six-month period ended December 31, 2000 as the result a more favorable contract negotiated with the Banks data processor. Legal and professional fees increased by $34,000 to $150,000 for the six-month period ended December 31, 2001 from $116,000 for the six-month period ended December 31, 2000 primarily due to a increase in consulting fees. Advertising expense increased by $22,000 to $121,000 for the six-month period ended December 31, 2001 compared to $99,000 for the six-month period ended December 31, 2000 due to a higher level of advertising. 11 Other expenses decreased by $52,000 to $442,000 for the six-month period ended December 31, 2001 from $494,000 for the six-month period ended December 31, 2000 primarily as the result of decreases in telephone, postage, REO, intangible amortization and other miscellaneous expenses. Income tax expense decreased by $57,000 to $356,000 for the six-month period ended December 31, 2001 compared to $413,000 for the six-months ended December 31, 2000 due to a lower level of taxable income. 12 HFB FINANCIAL CORPORATION PART II OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS None ITEM 2. CHANGES IN SECURITIES 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 December 31, 2001. ITEM 5. OTHER INFORMATION None ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K a. Exhibits None b. Reports on Form 8-K None 13 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: February 13, 2002 14