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**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

 

**FORM 10-K/A**

**(Amendment No. 1)**

 

 

**(Mark One)**
****☒********
**ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

**For the fiscal year ended December 31, 2018**

**Commission file number 000-23667**

 

 

**HOPFED BANCORP, INC.**

**(Exact name of registrant as specified in its charter)**

 

 

 
**Delaware** **61-1322555**
**(State of jurisdiction of**

**incorporation or organization)**
 
**(I.R.S. Employer**

**Identification No.)**
**4155 Lafayette Road, Hopkinsville, KY** **42240****(Address of principal executive offices)** **(Zip Code)**
**Registrant’s telephone number, including area code: (270)885-1171.**

**Securities registered pursuant to Section 12(b) of the Act: None.**

**Securities registered pursuant to Section 12(g) of the Act:**

**Common Stock, par value $.01 per share**

**(Title of Class)**

 

 

Indicate by check mark whetherthe registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ☐    No  ☒ 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of theAct.    Yes  ☐    No  ☒

Indicate by check markwhether 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 suchreports), and (2) has been subject to such filing requirements for the past 90 days.    YES  ☒    NO  ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (subsection 229.405of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form10-K or any amendment to this Form 10-K.  ☐

Indicate bycheck mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. (as defined in Rule 12b-2 of the Act). 

 
Large accelerated filer ☐  Accelerated filer ☒Non-accelerated filer ☐  Small Reporting Company ☐Emerging growth company ☐   
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition periodfor complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

Indicate by check markwhether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes  ☐    No  ☒

The registrant’s voting stock is traded on the NASDAQ Stock Market. The aggregate market value of the voting stock held bynon-affiliates of the registrant, computed by reference to the price ($16.58 per share) at which the stock was sold on June 29, 2018, was approximately $105,862,156. For purposes of this calculation, theterm “affiliate” refers to all executive officers and directors of the registrant and all stockholders beneficially owning more than 10% of the registrant’s Common Stock. 

As of the close of business on March 6, 2019, 6,648,887 shares of the registrant’s Common Stock were outstanding. 

Documents Incorporated By Reference 

Part II:

Annual Report to Stockholders for the year ended December 31, 2018. 

 

 

 
**

**EXPLANATORY NOTE**

This Amendment No. 1 (the “Amendment”) to the Annual Report on Form 10-K for the fiscal year ended December 31, 2018, filed byHopFed Bancorp, Inc. (the “Company”) with the U.S. Securities and Exchange Commission on March 18, 2019 (the “Original Form 10-K”), is being filed with the limited purpose of amending (i) the date of the Report ofIndependent Registered Public Accounting Firm of Carr, Riggs & Ingram, LLC (“Carr Riggs”) in Item 8 of the Original Form 10-K and (ii) the report date referenced within the Carr Riggs Consent of Independent Registered PublicAccounting Firm filed as Exhibit 23.1 to the Original Form 10-K, in order to correct dates of the Carr Riggs report and consent. Incorrect versions of the Carr Riggs report and consent were inadvertently included in the Original Report. 

Except for correction of the dates of the Carr Riggs report and consent referenced above, as well as new dates for the signature page andrequired certifications, no other changes have been made to the Original Form 10-K. There have been no changes to any of the financial or other information contained in the Original Form 10-K. The Amendment does not reflect any subsequentinformation or events, and no other information included in the Original Form 10-K has been modified or updated in any way. 

**PART I**

 
**ITEM 1.**
**BUSINESS**

**HopFed Bancorp, Inc.**

HopFed Bancorp, Inc.(the “Corporation”) is a bank holding company incorporated in the state of Delaware and headquartered in Hopkinsville, Kentucky. The Corporation’s principal business activities are conducted through its wholly-owned subsidiary,Heritage Bank USA, Inc. (the “Bank”), a Kentucky state chartered commercial bank engaged in the business of accepting deposits and providing mortgage, consumer, construction and commercial loans to the general public through its retailbanking offices. The Bank’s business activities are primarily limited to western Kentucky and middle and western Tennessee. The Bank is subject to competition from other financial institutions. Deposits at the Bank are insured up to theapplicable limits by the Federal Deposit Insurance Corporation (FDIC). 

The Bank is a Kentucky commercial chartered bank and is supervisedby the Kentucky Department of Financial Institutions (“KDFI”) and the FDIC. Supervision of the Corporation is conducted by the Federal Reserve Bank of Saint Louis (“FRB”). 

The Bank owns JBMM, LLC, a wholly owned limited liability company which owns and manages the Bank’s foreclosed assets. The Bank ownsHeritage USA Title, LLC, which sells title insurance to the Bank’s real estate loan customers. The Bank owns Fort Webb LP, LLC, which owns a limited partnership interest in Fort Webb Elderly Housing LP, LLC, a low income senior citizen housingfacility in Bowling Green, Kentucky. The facility offers apartments for rent for those senior citizens who qualify and is managed by the Bowling Green, Kentucky Housing Authority. 

A substantial majority of the Bank’s loans are secured by real estate in the western Kentucky and middle and west Tennessee markets. Inaddition, all properties reported as foreclosed real estate, which the exception of a $37,000 single-family property that is located in Mississippi, are located in the Company’s general market area. Accordingly, the ultimate ability to collecton a substantial portion of the Bank’s loan portfolio and the recovery of a substantial portion of the carrying amount of foreclosed real estate is susceptible to changes in local market conditions. 

**Announced Agreement to Merge**

OnJanuary 7, 2019, First Financial Corporation (NASDAQ: THFF) (“First Financial”) and the Company jointly announced the execution of a definitive merger agreement under which the Company will merge into First Financial in a cash andstock transaction. Upon completion of the merger, the Bank will merge into First Financial Bank, N.A. (“First Financial Bank”), a wholly owned subsidiary of First Financial. 

Under the terms of the merger agreement, which was unanimously approved by the boards of both Companies, stockholders of the Company may electto receive either (or a combination of) 0.444 shares of First Financial common stock or $21.00 in cash for each share of the Company’s common stock owned. The transaction aggregate payout is subject to proration provisions specifiedin the merger agreement that provide for a targeted aggregate split of 50% of the Company’s common stock being exchanged for First Financial common stock and 50% for cash. Based upon the $43.01 closing price of First Financial common stock onJanuary 4, 2019 and assuming that a shareholder received 50% stock and 50% cash, the purchase price would be worth $20.05 per share, with an aggregate transaction value of approximately $128.3 million. For more information, please reviewthe Company’s 8-K/A filing with the Securities and Exchange Commission dated January 9, 2019. The proposed merger is subject to approval of both regulators of both Companies and by a vote of HopFedshareholders. 

**PART IV**

 
**ITEM 15.**
**EXHIBITS AND FINANCIAL STATEMENT SCHEDULES**

 
(a)  The following consolidated financial statements of the Company included in the Annual Report to Stockholders for the year ended December 31, 2018, are incorporated herein by reference in Item 8 of this Report. Theremaining information appearing in the Annual Report to Stockholders is not deemed to be filed as part of this Report, except as expressly provided herein.  1.  Report of Independent Registered Public Accounting Firm HORNE LLP for the year ending December 31, 2018.  2.  Report of Independent Registered Public Accounting Firm Carr, Riggs & Ingram, LLC for the year ending December 31, 2017 for the Company’s balance sheet and for the income statement for the years endedDecember 31, 2017 and December 31, 2016.  3.  Report of Independent Registered Public Accounting Firm HORNE LLP on the Company’s Opinion on Internal Controls for the year ending December 31, 2018  4.  Consolidated Balance Sheets - December 31, 2018 and December 31, 2017.  5.  Consolidated Statements of Income for the Years Ended December 31, 2018, 2017 and 2016.  6.  Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2018, 2017 and 2016.  7.  Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2018, 2017 and 2016.  8.  Consolidated Statements of Cash Flows for the Years Ended December 31, 2018, 2017 and 2016.  9.  Notes to Consolidated Financial Statements.(b)  The following exhibits either are filed as part of this Report or are incorporated herein by reference:  Exhibit No. 2.1. Plan of Conversion of Hopkinsville Federal Savings Bank. Incorporated herein by reference to Exhibit No. 2 to Registrant’s Registration Statement on Form S-1 (File No. 333-30215).  Exhibit No. 3.1. Certificate of Incorporation. Incorporated herein by reference to Exhibit 3.1 to Registrant’s Current Report on Form 10-K for the fiscal year ended December 31, 2013.   Exhibit No. 3.2 Bylaws, as amended and restated, Incorporated herein by reference to Exhibit No. 3.1 to Registrant’s Current Report on Form 8-K dated October 3, 2017 (filed on October 4, 2017).   Exhibit No. 4.1. Form of Common Stock Certificate incorporated herein by reference to Exhibit No. 4.1 to Registrant’s Registration Statement on Form S-1 (File No. 333-30215).  Exhibit No. 10.1. HopFed Bancorp, Inc. Management Recognition Plan. Incorporated herein by reference to Exhibit 99.1 to Registration Statement on Form S-8 (File No. 333-79391).
 
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    Exhibit No. 10.2. HopFed Bancorp, Inc. 1999 Stock Option Plan. Incorporated herein by reference to Exhibit 99.2 to Registration Statement on Form S-8 (File No. 333-79391).     Exhibit No. 10.3. HopFed Bancorp, Inc. 2000 Stock Option Plan. Incorporated herein by reference to Exhibit 10.10 to Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2000.     Exhibit No. 10.4 HopFed Bancorp, Inc. 2004 Long Term Incentive Plan Incorporated herein by reference to Exhibit 99.1 to Registration Statement on Form S-8 (File No. 333-117956) dated August 5, 2004.     Exhibit No. 10.5 HopFed Bancorp, Inc. 2013 Long Term Incentive Plan Incorporated herein by reference to Exhibit 99.1 to Registration Statement on Form S-8 (File No. 333-117956) dated June 28, 2013.     Exhibit No. 10.6. Employment Agreement by and between Registrant and John E. Peck. Incorporated herein by reference to Exhibit No. 10.2 to Registrant’s Current Report on Form 8-K dated June 26, 2018 (filed June 26, 2018).     Exhibit No. 10.7. Employment Agreement by and between Heritage Bank and John E. Peck. Incorporated herein by reference to Exhibit No. 10.1 to Registrant’s Current Report on Form 8-K dated June 26, 2018 (filed June 26, 2018).     Exhibit No. 10.8. Employment Agreement by and between Registrant and Billy C. Duvall. Incorporated herein by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K dated July 1, 2013 (filed July 1, 2013).     Exhibit No. 10.9. Employment Agreement by and between Heritage Bank and Billy C. Duvall. Incorporated herein by reference to Exhibit 10.2 to Registrant’s Current Report on Form 8-K dated July 1, 2013 (filed July 1, 2013).     Exhibit No. 10.10. Employment Agreement by and between Registrant and Michael L. Woolfolk. Incorporated herein by reference to Exhibit 10.3 to Registrant’s Current Report on Form 8-K dated April 17, 2008 (filed April 22, 2008).     Exhibit No. 10.11. Employment Agreement by and between Heritage Bank and Michael L. Woolfolk. Incorporated herein by reference to Exhibit 10.2 to Registrant’s Current Report on Form 8-K dated March 18, 2015 (filed March 18, 2015).     Exhibit No. 10.12 Employment Agreement by and between Heritage Bank and Keith Bennett. Incorporated herein by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K dated April 25, 2013 (filed April 25, 2013).     Exhibit No. 10.13. Employment Agreement by and between Registrant and Bailey C. Knight. Incorporated herein by reference to Exhibit No. 10.1to Registrant’s Current Report on Form 8-K dated June 26, 2018 (filed June 26, 2018).     Exhibit No. 10.14. Employment Agreement by and between Heritage Bank and Bailey C. Knight Incorporated herein by reference to Exhibit No. 10.2 to Registrant’s Current Report on Form 8-K dated June 26, 2018 (filed June 26, 2018).     Exhibit No. 10.15 Restricted Share Award Agreement with John E. Peck. Incorporated herein by reference to Registrant’s Current Report onForm 8-k dated June 23, 2010 (filed June 28, 2010).     Exhibit No. 10.16 Restricted Share Award Agreement with John E. Peck. Incorporated herein by reference to Exhibits 10.1 and 10.2, respectively, to Registrant’s Current Report on Form 8-K dated June 23, 2012 (filed June 25, 2012). 
 
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    Exhibit No. 10.17 Employee Stock Ownership Plan. Incorporated herein by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K dated February 27, 2015 (filed March 3, 2015).     Exhibit No. 10.18 Employee Stock Ownership Trust. Incorporated herein by reference to Exhibit 10.2 to Registrant’s Current Report on Form 8-K dated February 27, 2015 (filed March 3, 2015).    Exhibit No. 14.1. Code of Ethics. Incorporated herein by reference to Exhibit 14 to Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003.     Exhibit No. 21.1 Subsidiaries of the Registrant. (Previously filed)    Exhibit No. 23.1. Consent of Carr, Riggs & Ingram, LLC.     Exhibit No. 23.2 Consent of Horne LLP     Exhibit No. 31.1 Certification of Principal Executive Officer pursuant to Exchange Act Rule 13a – 14(a) or 15d – 14(a).    Exhibit No. 31.2 Certification of Principal Financial Officer pursuant to Exchange Act Rule 13a – 14(a) or 15d – 14(a).    Exhibit No 32.1. Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes – Oxley Act of 2002.    Exhibit No 32.2. Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes – Oxley Act of 2002.    Exhibit No. 99.1 Stock Purchase Agreement with Maltese Capital Management. Incorporated herein by reference to Exhibit 99.1 to Registrant’s Current Report on 8-K dated February 2, 2015 (filed February 3, 2015)     Exhibit No. 99.2 Stilwell Standstill Agreement with Stilwell Activist Fund, L.P., Stilwell Activist Investments, L.P,, Stilwell Associates, L.P., Stilwell Value LLC, Joseph Stilwell and Mark D. Alcott. Incorporated herein by reference to Exhibit 99.2 to Registrant’s Current Report on 8-K dated April 11, 2018 (filed April 11, 2018).     Exhibit 101. The following materials from the Company’s annual report on Form 10-K for the years ended December 31, 2018 and December 31, 2017, formatted in XBRL (extensibleBusiness Reporting Language): (i) Condensed Consolidated Statement of Financial Condition as of December 31, 2018 and December 31, 2017, (ii) Condensed Consolidated Statements of Income for the years ended December 31, 2018, 2017 and2016, respectively (iii) Condensed Statements of Comprehensive Income (Loss) for the years ended December 31, 2018, 2017, and 2016, respectively (iv) Condensed Consolidated Statements of Cash Flows, for the years endedDecember 31, 2018, 2017 and 2016 respectively, and (v) Notes to Condensed Consolidated Financial Statements (unaudited), tagged as blocks of text.
(c)    All schedules for which provision is made in the applicable accountingregulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and therefore have been omitted. 

 
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**SIGNATURES**

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report tobe signed on behalf by the undersigned, thereunto duly authorized. 

 
  HOPFED BANCORP, INC.  
(Registrant)
Date: March 20, 2019  By: 
(signed) John E. Peck
   John E. Peck   President and   Chief Executive Officer
 
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