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, 2002 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 14, 2002 was 1,296,311. 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 Condensed Consolidated Balance Sheets 3 Condensed Consolidated Statements of Income 4 Condensed Consolidated Statement of Stockholders' Equity 5 Condensed Consolidated Statements of Cash Flows 6 Notes to Condensed 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 SHEETS MARCH 31, JUNE 30, 2002 2001 (UNAUDITED) ASSETS Cash and cash equivalents $ 7,626,967 $ 13,887,788 Trading securities -- 1,049,327 Investment securities, available for sale 71,316,491 57,109,780 Loans 150,496,168 137,581,692 Allowance for loan losses (854,757) (718,267) ------------- ------------- Net loans 149,641,411 136,863,425 Premises and equipment 4,472,653 4,642,655 Federal Home Loan Bank stock 1,604,300 1,527,400 Interest Receivable 1,621,181 1,790,607 Other assets 3,727,746 533,607 ------------- ------------- Total assets $ 240,010,749 $ 217,404,589 ============= ============= LIABILITIES Deposits Interest bearing $ 193,664,020 $ 177,316,986 Non-interest bearing 2,732,308 4,631,492 ------------- ------------- Totals 196,396,328 181,948,478 Long term debt 19,892,259 12,452,796 Interest payable 1,317,021 962,143 Other liabilities 1,587,777 1,572,344 ------------- ------------- Total liabilities 219,193,385 196,935,761 ------------- ------------- STOCKHOLDERS' EQUITY Issued and outstanding - 1,584,513 and 1,579,582 shares 1,584,513 1,579,582 Additional paid-in-capital 8,749,714 8,729,990 Less: Common stock acquired by Rabbi trusts for deferred compensation plans (488,102) (488,102) Treasury stock, at cost, 288,202 and 282,728 shares (2,561,998) (2,484,267) Retained earnings 13,553,149 12,839,997 Accumulated other comprehensive gain/(loss) (19,912) 291,628 ------------- ------------- Total stockholders' equity 20,817,364 20,468,828 ------------- ------------- Total liabilities and stockholders' equity $ 240,010,749 $ 217,404,589 ============= ============= See notes to consolidated financial statements. 3 HFB FINANCIAL CORPORATION AND SUBSIDIARY Condensed Consolidated Statements of Income (Unaudited) THREE-MONTHS ENDED NINE-MONTHS ENDED MARCH 31, MARCH 31, 2002 2001 2002 2001 INTEREST INCOME Loans receivable $ 2,932,744 $ 2,971,662 $ 8,817,311 $ 8,752,650 Investment securities 909,413 890,081 2,603,349 2,871,137 Other dividend income 37,546 34,744 121,882 105,266 Deposits with financial institutions 14,347 41,923 140,365 81,536 ------------ ------------ ------------ ------------ Total interest income 3,894,050 3,938,410 11,682,907 11,810,589 ------------ ------------ ------------ ------------ INTEREST EXPENSE Deposits 1,722,564 2,230,252 5,841,013 6,608,024 Short term borrowings -- -- -- -- Long term debt 226,490 168,885 568,916 518,036 ------------ ------------ ------------ ------------ Total interest expense 1,949,054 2,399,137 6,409,929 7,126,060 ------------ ------------ ------------ ------------ NET INTEREST INCOME 1,944,996 1,539,273 5,272,978 4,684,529 Provision for loan losses 76,808 30,000 161,808 74,980 ------------ ------------ ------------ ------------ NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 1,868,188 1,509,273 5,111,170 4,609,549 ------------ ------------ ------------ ------------ OTHER INCOME Service charges for deposit accounts 175,636 156,431 537,622 430,238 Other customer fees 33,495 26,548 90,570 59,846 Net gain (loss) on trading securities -- 22,656 27,484 154,818 Net realized gain (loss) on sales of available for sale securities -- -- -- (670) Other income 73,612 3,212 115,789 18,748 ------------ ------------ ------------ ------------ Total other income 282,743 208,847 771,465 662,980 ------------ ------------ ------------ ------------ OTHER EXPENSES Salaries and employee benefits 652,898 576,377 1,917,023 1,625,320 Net occupancy expenses 95,100 78,455 284,818 247,985 Equipment expenses 132,534 104,768 377,908 295,275 Data processing fees 59,927 60,747 177,325 195,406 Deposit insurance expense 8,487 8,520 25,127 25,938 Legal and professional fees 128,699 53,124 278,232 169,178 Advertising 60,000 65,544 180,514 164,072 State franchise and deposit taxes 58,450 40,885 146,626 129,202 Other expenses 248,583 237,953 690,524 731,470 ------------ ------------ ------------ ------------ Total other expenses 1,444,678 1,226,373 4,078,097 3,583,846 ------------ ------------ ------------ ------------ INCOME BEFORE INCOME TAX 706,253 491,747 1,804,538 1,688,683 Income tax expense 228,736 165,645 584,626 578,279 ------------ ------------ ------------ ------------ NET INCOME $ 477,517 $ 326,102 $ 1,219,912 $ 1,110,404 ============ ============ ============ ============ BASIC EARNINGS PER SHARE $ 0.37 $ 0.25 $ 0.94 $ 0.86 DILUTED EARNINGS PER SHARE $ 0.37 $ 0.25 $ 0.94 $ 0.85 See notes to condensed consolidated financial statements. 4 HFB FINANCIAL CORPORATION AND SUBSIDIARY CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY NINE-MONTHS ENDED MARCH 31, 2002 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 $1,219,912 1,219,912 1,219,912 Other comprehensive income, net of tax Unrealized loss on securities (311,540) (311,540) (311,540) ------------ Comprehensive income $908,372 ============ Cash dividend declared ($.39 per share) (506,760) (506,760) -------------- Stock issued upon exercise of stock options 4,931 19,724 24,655 Purchase of treasury stock (5,474 shares) (77,731) (77,731) ------------------------------------------------ ------------------------------------------ March 31, 2002 (UNAUDITED) $1,584,513 $8,749,714 ($488,102) ($2,561,998) $13,553,149 ($19,912) $20,817,364 ================================================ ========================================== See notes to condensed consolidated financial statements. 5 HFB FINANCIAL CORPORATION AND SUBSIDIARY CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) NINE-MONTHS ENDED MARCH 31, 2002 2001 Operating Activities Net cash provided by operating activities $ 481,839 $ 2,485,672 ------------ ------------ INVESTING ACTIVITIES Purchases of securities available for sale (59,476,462) (5,719,570) Proceeds from maturities of securities available for sale 35,432,303 7,387,287 Proceeds from sales of securities available for sale 9,128,907 3,649,998 Proceeds from maturities of securities held to maturity -- 3,547,264 Net change in loans (12,996,678) (8,686,804) Purchases of premises and equipment (158,207) (983,967) ------------ ------------ Net cash used by investing activities (28,070,137) (805,792) ------------ ------------ FINANCING ACTIVITIES Net change in Non interest-bearing, interest-bearing and savings deposits (1,899,184) 137,835 Certificates of deposit 16,347,034 4,659,581 Short term borrowings -- (400,000) Proceeds of long term debt 7,500,000 Repayment of long term debt (60,537) (55,870) Cash dividends (506,760) (493,240) Proceeds from exercise of options on common stock 24,655 26,500 Purchase of treasury stock (77,731) (45,901) ------------ ------------ Net cash provided by financing activities 21,327,477 3,828,905 ------------ ------------ NET CHANGE IN CASH AND CASH EQUIVALENTS (6,260,821) 5,508,785 CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 13,887,788 3,171,389 ------------ ------------ CASH AND CASH EQUIVALENTS, END OF PERIOD $ 7,626,967 $ 8,680,174 ============ ============ ADDITIONAL CASH FLOWS INFORMATION Interest paid $ 6,055,051 $ 6,340,283 Income tax paid 582,869 496,826 See notes to condensed consolidated financial statements. 6 HFB FINANCIAL CORPORATION Notes to Condensed Consolidated Financial Statements (Unaudited) 1. BASIS OF PRESENTATION The unaudited condensed consolidated financial information for the three and nine-month periods ended March 31, 2002 and 2001 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 generally accepted in the United States for interim financial statements and with the instructions to Form 10-QSB. Certain information and note disclosures normally included in the company's annual financial statements prepared in accordance with generally accepted accounting principles have condensed or omitted. 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. The condensed consolidated balance sheet of the Company as of June 30, 2001 has been derived from the audited consolidated balance sheet of the Company as of that date. 2. NON-PERFORMING LOANS AND PROBLEM ASSETS The following sets forth the activity in the Company's allowance for loan losses for the nine-months ended March 31, 2002 and 2001: (Dollars in thousands) 2002 2001 ---- ---- Balance July 1 $718 $645 Charge offs (25) (22) Recoveries - 1 Provision for loan losses 162 75 --- -- Balance March 31 $855 $699 ============ ============ Information on impaired loans is summarized below AT MARCH 31 2002 ---- Impaired loans with an allowance $2,203 Allowance for impaired loans (included in the Company's allowance for loan losses) $263 7 NINE-MONTHS ENDED MARCH 31 2002 ---- Average balance of impaired loans $1,920 Interest income recognized on impaired loans $0 Cash-basis interest received $0 3. RECLASSIFICATIONS Reclassifications of certain amounts in the March 31, 2001 consolidated statement have been made to conform to the March 31, 2002 presentation. 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 10.4% to $240.0 million at March 31, 2002 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 increases in deposits and long-term borrowings and decreases in cash and due from banks and trading account securities. 8 Cash and due from banks decreased $6.3 million to $7.6 million at March 31, 2002 compared to $13.9 million at June 30, 2001. This decrease provided a portion of the funding used for increases in the loan and investment portfolios. 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 $14.2 million to $71.3 million at March 31, 2002 from $57.1 million at June 30, 2001 primarily as the result of funding available from an increase in deposits, the liquidation of trading account securities and a decrease in cash and due from banks. During the quarter ended March 31, 2002, Management executed a leverage strategy, borrowing $7.5 million with maturities ranging from 2 to 4 years to purchase investment securities with similar maturities. Loans, net, increased by $12.7 million to $149.6 million at March 31, 2002 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 March 31, 2002, the allowance for loan losses was $854,000 or .57% of loans receivable compared to $718,000 or .52 of loans receivable at June 30, 2001. Other assets increased $3.2 million to $3.7 million at March 31, 2002 from .5 million at June 30, 2001, primarily due to the payment of $2.7 million in premium for bank owned life insurance on key employees of the Bank. The Bank recognizes the periodic increase in the cash surrender value of these policies, net of costs, as income. Total deposits increased by $14.5 million to $196.4 million at March 31, 2002 from $181.9 million at June 30, 2001. During the nine-months ended March 31, 2002, certificates of deposit increased $11.5 million and NOW accounts and savings deposits increased $3.0 million. Competition for deposits in the local market has eased considerably over the last several quarters due to increased liquidity in the Banks' market area. The Bank's regulatory liquidity ratio was 30.3% at March 31, 2002 as compared to 36.2% at June 30, 2001. At March 31, 2002 the Bank met all the regulatory capital requirements to be considered "well capitalized" under bank regulations. Tangible, core and risk-based capital ratios were 8.2%, 8.2% and 15.4% respectively at March 31, 2002 as compared to 8.7%, 8.7% and 15.7% respectively, at June 30, 2001. RESULTS OF OPERATIONS FOR THE THREE-MONTHS ENDED MARCH 31, 2002 AND 2001 Net income increased by $152,000 to $478,000 for the three-month period ended March 31, 2002 from $326,000 for the three-month period ended March 31, 2001. The primary reasons for the increase were a $406,000 increase in net interest income and a $74,000 increase in other income offset by a $218,000 increase in other expense, a $47,000 increase in the provision for loan losses and a $63,000 increase in income tax expense. Interest income decreased by $44,000 for the three-month period ended March 31, 2002 as compared to the three-month period ended March 31, 2001, 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 $39,000 to $2.933 million for the three-month period ended March 31, 2002 as compared to $2.972 million for the three-month period ended March 31, 2001. This decrease is mainly attributable to a lower weighted-average yield on loans during the quarter ended March 31, 2002. Interest on investment securities and other dividend income increased by $22,000 to $947,000 for the three-month period ended March 31, 2002 from $925,000 million for the three-month period ended March 31, 2001. This increase is primarily the result of a higher average balance of investments during the three months ended March 31, 9 2002. The weighted average yield on investments during the same period was lower than that of the three months ended March 31, 2001. Interest on deposits with other financial institutions decreased by $28,000 to $14,000 for the three-month period ended March 31, 2002 from $42,000 for the three-month period ended March 31, 2001 primarily due to a lower level of interest-bearing deposits with financial institutions as well as lower yields. Interest expense on deposits decreased by $507,000 to $1.723 million for the three-month period ended March 31, 2002 from $2.230 million for the three-month period ended March 31, 2001 as a result of a significant drop in rates paid on deposit accounts. Interest expense on long-term debt increased by $57,000 to $226,000 for the three-month period ended March 31, 2002 from $169,000 for the three-month period ended March 31, 2001, primarily due to a higher level of long-term debt outstanding during the three months ended March 31, 2002. The provision for loan losses increased $47,000 for the three-month period ended March 31, 2002 as compared to the same period in 2001. 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, 2002 was 0.57%. Non-interest income increased by $74,000 to $283,000 for the three-month period ended March 31, 2002 as compared to $209,000 for the same period in 2001. The increase was primarily attributable to an increase of $20,000 in service charges on deposits, an increase of $6,000 in other customer fees and an increase of $71,000 in other income offset by a net decrease of $23,000 in gains on trading account securities and realized gains and losses on available for sale securities. The $70,000 increase in other income was primarily due to an increase of $39,000 in the increase in cash surrender value of bank owned life insurance, net of costs, a $12,000 increase in rental income and a $17,000 increase in gains on the sale of real estate. Non-interest expense increased by $218,000 to $1.444 million for the three-month period ended March 31, 2002 as compared to $1.226 million for the same period in 2001. Compensation and benefits increased by $77,000 to $653,000 for the three-month period ended March 31, 2002 as compared to $576,000 for the three-months ended March 31, 2001 primarily as the result of a $7,000 increase in salaries, wages and commissions and an increase of $59,000 in the cost of funding the Banks retirement plan. Occupancy expense increased by $17,000 to $95,000 for the three-months ended March 31, 2002 compared to $78,000 for the same period in 2001. This was primarily due to an increase of $11,000 in depreciation expense attributable to the addition of fixed assets over the past 12 months. Equipment expense increased by $28,000 to $133,000 for the three-months ended March 31, 2002 from $105,000 for the three months-ended March 31, 2001 primarily due to an increase in depreciation expense of $15,000 and an increase of $14,000 in maintenance and repairs. Legal and professional fees increased by $76,000 to $129,000 for the three-month period ended March 31, 2002 from $53,000 for the three-month period ended March 31, 2001 primarily due to a higher level of consulting fees and legal services utilized in the three-months ended March 31, 2002 and closing costs paid by the Bank on customers home equity lines of credit Advertising expense decreased by $6,000 to $60,000 for the quarter ended March 31, 2002 compared to $66,000 for the quarter ended March 31, 2001 primarily due to a lower level of advertising activity in the current period. State deposit and franchise taxes increased by $17,000 to $58,000 for the quarter ended March 31, 2002 compared to $41,000 for the quarter ended March 31, 2001 due to a higher level of deposits in the current period. 10 Other expenses increased by $11,000 to $249,000 for the three-month period ended March 31, 2002 from $238,000 for the three-month period ended March 31, 2001, primarily due to increases in telephone, postage, intangible amortization and other miscellaneous expenses. Income tax expense increased by $63,000 to $229,000 for the three-month period ended March 31, 2002 compared to $166,000 for the three-months ended March 31, 2001 due a higher level of taxable income. RESULTS OF OPERATIONS FOR THE NINE-MONTHS ENDED MARCH 31, 2002 AND 2001 Net income increased by $110,000 to $1.220 million for the nine-month period ended March 31, 2002 from $1.110 million for the nine-month period ended March 31, 2001. The primary reasons for the increase were a $588,000 increase in net interest income and a $108,000 increase in non-interest income offset by a $87,000 increase in provision for loan losses, a $494,000 increase in non-interest expense and a $7,000 increase in income tax expense. Net interest income increased by $588,000 for the nine-month period ended March 31, 2002 as compared to the nine-month period ended March 31, 2001, primarily as the result of a higher volumes in the period ended March 31, 2002. Interest on loans increased by $64,000 to $8.817 million for the nine-month period ended March 31, 2002 as compared to $8.753 million for the nine-month period ended March 31, 2001. This increase is mainly attributable to higher volume. Interest on investment securities and other dividend income decreased by $251,000 to $2.725 million for the nine-month period ended March 31, 2002 from $2.976 million for the nine-month period ended March 31, 2001. This decrease is primarily the result of lower reinvestment rates on maturing securities. Interest on deposits with other financial institutions increased by $59,000 to $140,000 for the nine-months ended March 31, 2002 compared to $81,000 for the nine-months ended March 31, 2001 primarily due to a higher average balance during the period ended March 31, 2002. Interest expense on deposits decreased by $767,000 to $5.841 for the nine-month period ended March 31, 2002 from $6.608 million for the nine-month period ended March 31, 2001 as a result of a significantly lower cost of funds. Interest expense on long term debt increased by $51,000 to $569,000 for the nine-month period ended March 31, 2002 from $518,000 for the nine-month period ended March 31, 2001 primarily due to a higher level of long-term debt during the nine-months ended March 31, 2002. The provision for loan losses increased by $87,000 to $162,000 for the nine-month period ended March 31, 2002 as compared to $75,000 the same period in 2001. 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 March 31, 2002 was 0.57%. The Bank's non-interest income increased by $108,000 to $771,000 for the nine-month period ended March 31, 2002 as compared to $663,000 for the same period in 2001. 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 $128,000 offset by a $108,000 increase in service charges for deposit accounts, an increase of $31,000 in other customer fees and an increase of $97,000 in other income. The $97,000 increase in other income was primarily due to an increase of $39,000 in the increase in cash surrender value of bank owned life insurance, net of costs, a $28,000 increase in rental income and a $30,000 increase in gains on the sale of real estate. Non-interest expense increased by $494,000 to $4.078 million for the nine-month period ended March 31, 2002 as compared to $3.584 million for the same period in 2001. Compensation and benefits increased by $292,000 to $1.917 million for the nine-month period ended March 31, 2002 as compared to $1.625 million for the same period 11 in 2001. 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 $37,000 to $285,000 for the nine-month period ended March 31, 2002 compared to $248,000 for the same period in 2001. This increase was primarily due to a $27,000 increase in depreciation expense. Equipment expense increased by $83,000 to $378,000 for the nine-month period ended March 31, 2002 compared to $295,000 for the same period in 2001. 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 $177,000 for the nine-month period ended March 31, 2002 from $195,000 for the nine-month period ended March 31, 2001 as the result a more favorable contract negotiated with the Banks data processor. Legal and professional fees increased by $109,000 to $278,000 for the nine-month period ended March 31, 2002 from $169,000 for the nine-month period ended March 31, 2001 primarily due to a increase in consulting fees and closing costs paid by the Bank on customers home equity lines of credit. Advertising expense increased by $17,000 to $181,000 for the nine-month period ended March 31, 2002 compared to $164,000 for the nine-month period ended March 31, 2001 due to a higher level of advertising. State deposit and franchise taxes increased by $18,000 to $147,000 for the nine-month period ended March 31, 2002 compared to $129,000 for the nine-month period ended March 31, 2001 due to a higher level of deposits. Other expenses decreased by $40,000 to $691,000 for the nine-month period ended March 31, 2002 from $731,000 for the nine-month period ended March 31, 2001 primarily as the result of decreases in telephone, postage, REO, intangible amortization and other miscellaneous expenses. Income tax expense decreased by $7,000 to $585,000 for the nine-month period ended March 31, 2002 compared to $578,000 for the nine-months ended March 31, 2001 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 March 31, 2002. ITEM 5. OTHER INFORMATION None ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K a. Exhibits None b. Reports on Form 8-K The Company filed a Form 8-K on March 6, 2002, announcing it's determination to change it's fiscal year end from June 30 to December 31, effective July 1, 2002. 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: May 14, 2002 14