Exhibit 13

SELECTED FINANCIAL INFORMATION AND OTHER DATA

The following summary of selected financial information and other data does not purport to be complete and is qualified in its entirety by reference to the detailed information and Consolidated Financial Statements and accompanying Notes appearing elsewhere in this Report.

Financial Condition and Other Data

	At December 31,
	2014		2013		2012		2011		2010
	(Dollars in thousands)
Total amount of:
Assets	$	935,785	$	973,649	$	967,689	$	1,040,820	$	1,082,591
Loans receivable, net		539,264		543,632		524,985		556,360		600,215
Cash and due from banks		34,389		37,229		31,563		44,389		54,042
Federal Home Loan Bank stock		4,428		4,428		4,428		4,428		4,378
Securities available for sale		303,628		318,910		356,345		383,782		357,738
Deposits		731,308		762,997		759,865		800,095		826,929
Repurchase agreements		57,358		52,759		43,508		43,080		45,110
FHLB advances		34,000		46,780		43,741		63,319		81,905
Subordinated debentures		10,310		10,310		10,310		10,310		10,310
Total stockholders’ equity		98,402		95,717		104,999		118,483		111,444
Number of active:
Real estate loans Outstanding		4,527		4,730		4,212		4,383		4,715
Deposit accounts		44,183		44,792		40,770		42,140		40,359
Offices open		18		18		18		18		18

Operating Data

	Year Ended December 31,
	2014			2013		2012		2011		2010
	(Dollars in thousands)
Interest and dividend income	$	34,680		$	35,857	$	40,840	$	46,240	$	52,417
Interest expense		8,879			10,581		14,877		18,415		22,246
Net interest income before provision for loan losses		25,801			25,276		25,963		27,825		30,171
Provision for loan losses		(2,273	)		1,604		2,275		5,921		5,970
Net interest income		28,074			23,672		23,688		21,904		24,201
Non-interest income		7,840			9,372		9,639		10,193		11,106
Non-interest expense		33,916			28,638		28,441		28,693		26,178
Income before income taxes		1,998			4,406		4,886		3,404		9,129
Provision for income taxes		(201	)		644		817		484		2,613
Net income	$	2,199		$	3,762	$	4,069	$	2,920	$	6,516
Preferred stock dividend and accretion of stock warrants		—			—		1,229		1,031		1,031
Net income available to common shareholders	$	2,199		$	3,762	$	2,840	$	1,889	$	5,485

1

Selected Quarterly Information (Unaudited)

	First Quarter		Second Quarter		Third Quarter		Fourth Quarter
	( Dollars in thousands)
Year Ended December 31, 2014:
Interest and dividend income	$	8,658	$	8,734	$	8,994	$	8,294
Net interest income after provision for losses on loans		6,320		6,380		6,808		6,293
Non-interest income		1,598		1,945		2,393		1,904
Non-interest expense		7,324		7,447		7,563		11,582
Net income available to common shareholder		354		925		1,953		(1,033	)
Year Ended December 31, 2013:
Interest and dividend income	$	9,305	$	8,994	$	8,795	$	8,763
Net interest income after provision for losses on loans		6,015		5,794		5,873		5,990
Non-interest income		2,483		2,828		1,769		2,292
Non-interest expense		7,274		7,124		6,984		7,256
Net income available to common shareholders		984		1,166		536		1,076

2

Key Operating Ratios

	At or for the Year Ended December 31,
	2014			2013			2012
Performance Ratios
Return on average assets (net income available to common shareholders divided by average total assets)		0.23	%		0.39	%		0.28	%
Return on average equity (net income available to common shareholders divided by average total equity)		2.20	%		3.59	%		2.49	%
Interest rate spread (combined weighted average interest rate earned less combined weighted average interest rate cost)		2.90	%		2.81	%		2.62	%
Net interest margin		3.08	%		3.01	%		2.86	%
Ratio of average interest-earning assets to average interest-bearing liabilities		117.88	%		116.15	%		114.65	%
Ratio of non-interest expense to average total assets		3.57	%		2.99	%		2.79	%
Ratio of net interest income after provision for loan losses to non-interest expense		85.81	%		86.44	%		87.10	%
Efficiency ratio (non-interest expense divided by sum of net interest income plus non-interest income)		97.83	%		80.15	%		77.52	%
Asset Quality Ratios
Non-performing assets to total assets at end of period		0.55	%		1.82	%		0.95	%
Non-accrual loans to total loans at end of period		0.58	%		1.21	%		1.43	%
Allowance for loan losses to total loans at end of period		1.15	%		1.57	%		1.99	%
Allowance for loan losses to non-performing loans at end of period		198.08	%		86.25	%		138.99	%
Provision for loan losses to total loans receivable, net		(0.42	%)		0.30	%		0.43	%
Net charge-offs to average loans outstanding		0.02	%		0.66	%		0.52	%
Capital Ratios
Total equity to total assets at end of period		10.52	%		9.83	%		10.85	%
Average total equity to average assets		10.55	%		10.94	%		11.18	%

Regulatory Capital

	December 31, 2014
	(Dollars in thousands)
	Corporation		Bank
Tier 1 Leverage capital	$	104,813	$	102,240
Less: Tier 1 Leverage capital requirement		37,766		37,252
Excess		67,047		64,988
Tier 1 Risk Based capital	$	104,813	$	102,240
Less: Tier 1 Risk Based capital requirement		14,162		n/a
Excess		90,651		n/a
Total risk-based capital	$	111,102	$	108,529
Less: Risk-based capital requirement		46,662		46,576
Excess	$	64,440	$	61,953

3

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General

This discussion relates to the financial condition and results of operations of the Company, which consist of the consolidation of Heritage Bank USA, Inc. (“the Bank”) and HopFed Bancorp, Inc. (“the Corporation”) Fall and Fall Insurance Inc. (“Fall and Fall”), JBMM, LLC, Heritage Interim Corporation, Heritage USA Title, LLC and Fort Webb, LLC. The Corporation became the holding company for the Bank in February 1998. The principal business of the Bank consists of accepting deposits from the general public and investing these funds primarily in loans and in investment securities and mortgage-backed securities. The Bank’s loan portfolio consists primarily of loans secured by residential real estate located in its market area.

The Company’s loan demand remained weak in 2014. Management continued to focus on reducing our average cost of deposits. For the year ended December 31, 2014, the average cost of average time deposits was 1.16%, as compared to 1.39% for the year ended December 31, 2013. For the years ended December 31, 2014, and December 31, 2013, our average cost of total deposits was 0.75% and 0.95%, respectively. As a result of our efforts to reduce the Company’s cost of deposit expense, total time deposits declined by $50.1 million and $55.1 million in the years ended December 31, 2014, and December 31, 2013, respectively. At December 31, 2014, total time deposits now compose 45.3% of total deposits, as compared to 65.0% of total deposits at December 31, 2011. At December 31, 2014, the Company announced that we prepaid $35.9 million in Federal Home Loan Bank (“FHLB”) borrowings with a weighted average cost of 4.06%. The prepayment of FHLB borrowings will reduce the Company’s future interest expense by approximately $1.5 million in 2015, $1.4 million in 2016, $730,000 in 2017 and $70,000 in 2018.

The opportunities for the Company to further reduce our interest expense in the year ending December 31, 2015, are limited due to the smaller amount and lower weighted average cost of time deposits scheduled to mature. At December 31, 2014, the Company has $91.4 million in time deposits set to mature between December 2015 and February 2016 with a weighted average cost of 1.99%. Therefore, the time frame of December 2015 to February 2016 provides the Company with the most significant remaining opportunity to reduce our time deposit cost. The Company has an interest rate swap, discussed in Note 15 of the Company’s 2014 Audited Financial Statements, that will mature in October 2015.

At December 31, 2014, the Company’s credit quality is significantly improved as compared to prior years. In the first six months of 2012, the Company experienced a significant increase in its level of classified loans, those loans risk graded as either substandard or doubtful. The Company’s level of classified loans increased from $49.3 million at December 31, 2011, to $82.2 million at March 31, 2012, and $90.4 million at June 30, 2012. The increase in classified loans resulted from a combination of factors, including updated financial analysis that indicated that some customer’s ability to service their debt was weakening, a lack of current financial information on specific customers and slower than anticipated sales of both new homes and developed subdivision lots.

In response to this negative trend, management undertook aggressive action to remediate the increase in classified loans. These actions included additional customer contact with problem credits, the review of interim financial statements to more closely monitor developing trends in customer’s finances and the establishment of a special assets department. The special assets department (“special assets”) assumes the responsibility for a smaller number of loan relationships that are adversely classified, have negative cash flow trends developing, are likely to face future foreclosing actions or may already be in the process of foreclosure. The purpose of special assets is to determine if a customer relationship can be saved by improved financial reporting and performance. If the Company determines that the customer’s finances are not likely to improve in the future, the special assets officer develops a strategy for the Company to exit the relationship.

At December 31, 2014, the Company has $37.4 million in loans classified as substandard, representing 33.6% of our risk based capital. The decline in classified loans has been accomplished by the improved financial performance of specific customers, an increased monitoring of customer financial statements, the sale of certain classified loans, the restructuring of development loans into amortizing loans, and the liquidation of other problem loans. It is the intent of the Company to continue to place a heavy emphasis on this strategy, with a goal to reduce and maintain our level of classified asset to risk based capital to less than 30%.

4

At December 31, 2014, approximately $11.0 million, or 41.1% of the Company’s land portfolio (non-agricultural related) is classified as substandard. At December 31, 2014, the Company has no land loans under development. At December 31, 2014, the inventory of land loans includes 131 lots available for sale with an aggregate loan balance of $3.4 million. The average lot has a loan balance of approximately $26,300. At December 31, 2013, the inventory of land loans included 297 lots available for sale with an aggregate loan balance of $10.8 million. The average lot had an average loan balance of approximately $36,300.

Also at December 31, 2014, the Company has $16.8 million in land loans on property that is designated for future development in which no meaningful infrastructure has been financed. These loans represent approximately 1,247 acres of land with an average price per acre of approximately $13,500. The remaining $6.5 million in land loans are considered to be used for personal and recreational purposes. At December 31, 2013, the Company had $18.5 million in land loans on property that is designated for future development in which no meaningful infrastructure has been started. These loans represented approximately 1,322 acres of land with an average price per acre of approximately $14,000. The reduction of land loans classified as substandard remains a high priority of management.

For the year ended December 31, 2014, the Company recorded net income available for common shareholders of $2.2 million, a return on average assets of 0.23% and a return on average equity of 2.2%. Company results for the year ended December 31, 2014, were adversely affected by the decision to prepay $35.9 million in FHLB advances and incurring a prepayment penalty of $2.5 million and a $1.8 million loss on the sale of a substandard rated commercial real estate loan.

For the year ended December 31, 2013, the Company recorded net income available for common shareholders of $3.8 million, a return on average assets of 0.39% and a return on average equity of 3.59%. Company results for the year ended December 31, 2013, improved as a result of the repurchase of preferred stock in December of 2012. For the years ended December 31, 2012, and December 31, 2011, the Company’s net income available to common shareholders was reduced by $1,229,000 and $1,031,000, respectively, as a result of our issuance of preferred stock to the United States Treasury. In December 2012, the Company repurchased all shares of Preferred Stock from the Treasury, eliminating the negative effects to future shareholder income. On January 16, 2013, the Company repurchased the Warrant from the Treasury for $257,000.

The Company’s net income is dependent primarily on its net interest income, which is the difference between interest income earned on its loans, investment securities and mortgage-backed securities portfolios and interest paid on interest-bearing liabilities. Net interest income is determined by (i) the difference between yields earned on interest-earning assets and rates paid on interest-bearing liabilities (“interest rate spread”) and (ii) the relative amounts of interest-earning assets and interest-bearing liabilities. The Company’s interest rate spread is affected by regulatory, economic and competitive factors that influence interest rates, loan demand and deposit flows. To a lesser extent, the level of non-interest expenses such as compensation, employee benefits, data processing expenses, local deposit and federal income taxes also affect the Company’s net income.

The operations of the Company and the entire financial services are significantly affected by prevailing economic conditions, competition and the monetary, fiscal and regulatory policies of governmental agencies. Lending activities are influenced by the demand for and supply of housing, competition among lenders, the level of interest rates and the availability of funds. Deposit flows and costs of funds are influenced by prevailing market rates of interest, primarily on competing investments, account maturities and the levels of personal income and savings in the Company’s market area.

5

Aggregate Contractual Obligations

	Maturity by Period
December 31, 2014 (In thousands)	Less than		Greater than 1 year		Greater than 3 year		Greater than
	1 year		to 3 years		to 5 years		5 years		Total
Deposits	$	539,101		169,322		22,885		—		731,308
FHLB borrowings		30,000		4,000		—		—		34,000
Repurchase agreements		51,358		6,000		—		—		57,358
Subordinated debentures		—		—		—		10,310		10,310
Lease commitments		227		351		21		—		599
Purchase obligations		5,372		4,131		187		—		9,690
Total		626,058		183,804		23,093		10,310		843,265

Deposits represent non-interest bearing, money market, savings, NOW, certificates of deposit and all other deposits held by the Company. Amounts that have an indeterminate maturity period are included in the less than one-year category.

FHLB borrowings represent the amounts that are due to FHLB of Cincinnati. All amounts have fixed maturity dates. On December 30, 2014, the Company announced that it had pre-paid $35.9 million in advances and incurred a $2.5 million prepayment penalty in the process. To accommodate the advance prepayment, the Company borrowed $15.0 million with a maturity of thirty days and $15.0 million with a maturity of six months. The Company maintains a $4.0 million advance due in March 2016 at a rate of 5.36%.

Subordinated debentures represent the amount borrowed in a private pool trust preferred issuance group on September 25, 2003. The debentures are priced at the three-month LIBOR plus 3.10%. At December 31, 2014, the three-month Libor rate was 0.25%. The debentures re-price and pay interest quarterly and have a thirty-year final maturity. The debentures may be called at the issuer’s discretion on a quarterly basis after five years. The interest rate of the debentures reset on the 8^th day of January, April, August and November of each year.

Lease commitments represent the total minimum lease payments under non-cancelable operating leases.

The most significant operating contract is for the Company’s data processing services, which re-prices monthly based on the number of accounts and other operational factors. Estimates have been made to include reasonable growth projections. In December 2010, the Company renewed the operating contract with the current data processing provider for a period not to exceed five years. The Company anticipates only a minor increase in fixed and variable cost rates with this contract.

Off Balance Sheet Arrangements

	Maturity by Period
December 31, 2014 (In thousands)	Less than		Greater than 1 year		Greater than 3 year		Greater than
	1 year		to 3 years		to 5 years		5 years		Total
Commercial lines of credit	$	11,431		37,560		28		7		49,026
Commitments to extend credit		16,170		18,701		5,469		4,837		45,177
Standby letters of credit		443		19		—		—		462
Home equity lines of credit		714		1,352		3,680		24,097		29,843
Total	$	28,758		57,632		9,177		28,941		124,508

6

Standby letters of credit represent commitments by the Company to repay a third party beneficiary when a customer fails to repay a loan or debt instrument. The terms and risk of loss involved in issuing standby letters of credit are similar to those involved in issuing loan commitments and extending credit. In addition to credit risk, the Company also has liquidity risk associated with stand-by letters of credit because funding for these obligations could be required immediately. Unused lines of credit represent commercial and residential equity lines of credit with maturities ranging from one to fifteen years.

Accounting for Derivative Instruments and Hedging Activities

In October 2008, the Bank entered into a receive fixed pay variable swap transaction in the amount of $10.0 million with Compass Bank of Birmingham in which Heritage Bank will pay Compass a fixed rate of 7.27% quarterly for seven years while Compass will pay Heritage Bank a rate equal to the three month London Interbank Offering Rate (“LIBOR”) plus 3.10%, the rate banks in London charge one another for overnight borrowings. The Bank has signed an inter-company transfer with the Company that allows the Company to convert its variable rate subordinated debenture issuance to a fixed rate. The critical terms of the interest rate swap match the term of the corresponding variable rate subordinated debt issuance. The Company considers the interest rate swap a cash flow hedge and conducts a quarterly analysis to ensure that the hedge is effective. At December 31, 2014, the Company’s review indicates that the cash flow hedge is effective. At December 31, 2014, the approximate market loss on the cash flow hedge is $390,000.

Quantitative and Qualitative Disclosure about Market Risk

Quantitative Aspects of Market Risk. The principal market risk affecting the Company is risk associated with interest rate volatility (interest rate risk). The Company does not maintain a trading account for investment securities. The Company is not subject to foreign currency exchange rate risk or commodity price risk. Substantially all of the Company’s interest rate risk is derived from the Bank’s lending, deposit taking, and investment activities. This risk could result in reduced net income, loss in fair values of assets and/or increases in fair values of liabilities due to changes in interest rates.

Qualitative Aspects of Market Risk. The Company’s principal financial objective is to achieve long-term profitability while reducing its exposure to fluctuating market interest rates. The Company has sought to reduce the exposure of its earnings to changes in market interest rates by attempting to manage the mismatch between assets and liabilities maturities and interest rates. The principal element in achieving this objective is to increase the interest-rate sensitivity of the Company’s interest-earning assets by retaining for its portfolio loans with interest rates subject to periodic adjustment to market conditions. The Company relies on retail deposits as its primary source of funds. However, management is utilizing brokered deposits, wholesale repurchase agreements and FHLB borrowings as sources of liquidity. As part of its interest rate risk management strategy, the Bank promotes demand accounts, overnight repurchase agreements and certificates of deposit with primarily terms of up to five years.

Asset / Liability Management

Key components of a successful asset/liability strategy are the monitoring and managing of interest rate sensitivity of both the interest-earning asset and interest-bearing liability portfolios. The Company has employed various strategies intended to minimize the adverse affect of interest rate risk on future operations by providing a better match between the interest rate sensitivity between its assets and liabilities. In particular, the Company’s strategies are intended to stabilize net interest income for the long-term by protecting its interest rate spread against increases in interest rates. Such strategies include the origination of adjustable-rate mortgage loans secured by one-to-four family residential real estate, and, to a lesser extent, multi-family real estate loans and the origination of other loans with interest rates that are more sensitive to adjustment based upon market conditions than long-term, fixed-rate residential mortgage loans. At December 31, 2014, approximately $138.3 million of the $186.9 million of one-to-four family residential loans originated by the Company (comprising 75.5% of such loans) had adjustable rates or will mature within one year.

7

The U.S. government agency securities generally are purchased for a term of fifteen years or less. Securities may or may not have call options. A security with call options improves the yield on the security but also has little or no positive price convexity. Non-callable securities or securities with one time calls offer a lower yield but more positive price convexity and an improved predictability of cash flow. Generally, securities with the greater call options (continuous and quarterly) are purchased only during times of extremely low interest rates. The reasons for purchasing these securities generally focus on the fact that a non callable or one time call is of little value if rates are exceptionally low.

In 2011, Standard and Poor, Inc. issued a rating downgrade on all debt issued or guaranteed by the U.S. government. This downgrade has had little impact on the liquidity and yields associated with any form of U.S. guaranteed debt. The Company remains heavily invested in U.S. agency debt and the Company has not experienced any negative effects due to the rating change. The Company has no exposure of the rating downgrades.

At December 31, 2014, the Company owns two U.S. Treasury securities with a combined market value of $4.0 million. Both securities mature in 2017 and have the full faith and credit guarantee of the United States government. Also at December 31, 2014, the Company owed a $2.0 million floating rate General Electric Capital Corporation bond with a final maturity of April 15, 2020. The floating rate is equal to the one month LIBOR plus 0.80%.

At December 31, 2014, the Company’s agency security portfolio consisted of $6.3 million of unsecured debt issued by Federal Home Loan Mortgage Corporation (FHLMC), $9.5 million issued by the Federal Home Loan Bank (FHLB) and $8.4 issued by the Federal Farm Credit Bank (FFCB). All U.S. Agency debt securities have a credit rating of AA+ and continue to maintain the implicit backing of the United States of America. The Company has $646,000 in an amortizing FHLMC note set to mature in 2022.

At December 31, 2014, $11.0 million in agency securities were due within five years and approximately $13.2 million were due in five to ten years. At December 31, 2014, $11.2 million of these securities had a call provision, which authorizes the issuing agency to prepay the securities at face value on or before March 31, 2015. If, prior to their maturity dates, market interest rates decline below the rates paid on the securities, the issuing agency may elect to exercise its right to prepay the securities. At December 31, 2014, the non-amortizing agency portfolio has an estimated weighted average maturity is 4.8 years and an effective duration of 4.5 years.

The Company owns significant positions in agency securities issued by the Small Business Administration. These securities are classified as SBAPs, SBICs and SBA Pools. The SBAP notes have a twenty year maturity, pay interest monthly and principal semi-annually. The SBIC notes have a ten year final maturity and pay principal and interest quarterly. SBA pools are floating rate securities tied to prime that may have final maturities of ten, twenty-five or thirty year maturities and pay principal and interest monthly. The interest rate on SBA pools reset either on a quarterly or monthly basis, providing the Company with lower price volatility as compared to fixed rate securities. The purchase of variable rate securities with low price volatility provides the Company with a source of lower risk liquidity should loan demand improve or interest rates increase. The risk in purchasing SBA Pools is that they are typically purchased at significant premiums and provide lower yields as compared to many long term fixed rate investment products.

All SBA securities, SBAP, SBIC’s and SBA Pools are backed by the full faith and credit of the United States Government and classified by the Company’s regulators as zero risk based assets. SBIC notes are ten year notes that typically behave similar to a ten year mortgage backed security, with slow prepayments in their first two or three years and then experiencing an acceleration of payments. SBAP notes typically experience slower prepayment speeds as compared to 20 year GNMA mortgage backed securities as SBAP notes typically have prepayment penalties that make it cost prohibitive for many borrowers to prepay during the first five years of the loan. Current SBA pools are experiencing abnormally slow prepayment speeds as the loans tied to the prime rate provide relatively inexpensive financing for businesses requiring an SBA guarantee to meet their credit needs. Typically, SBA pools will experience an increase in prepayments as they become more than two years old. In 2014, the Company sold the majority of its SBA pool portfolio due to increasing prepayment speeds.

8

At December 31, 2014, the Company’s agency bond portfolio includes approximately $62.8 million in SBAP securities, $16.6 million in SBIC securities and $3.5 million in SBA Pools. At December 31, 2014, the weighted average life of the Company’s amortizing U.S. Agency portfolio is 5.1 years and the portfolio has an effective duration of 3.7 years.

The Company maintains a significant municipal bond portfolio. The majority of the municipal portfolio was purchased during 2008 and 2009 as municipal bond yields increased to levels not seen in the last ten years despite record low Treasury rates. The municipal bond portfolio largely consists of local school district and county courthouse bonds with guarantees from both the local counties and the State of Kentucky and general obligations bonds issued by municipalities in Tennessee and Kentucky. The Company’s municipal portfolio consists of the following types of securities:

	Market Value
	(Dollars in Thousands)
•    Kentucky school bonds	$	27,656
•    Kentucky general obligation bonds		9,988
•    Other Kentucky bonds		20,470
•    Tennessee general obligation bonds		7,140
•    Out of state bonds		7,836
Total	$	73,090

At December 31, 2014, the Company has $61.0 million in tax free municipal bonds and $12.1 million in taxable municipal bonds. Municipal bonds were purchased to provide long-term income stability and higher tax equivalent yields as compared to other portions of the Company’s investment portfolio. The Company’s investment policy limits municipal concentrations to 125% of the Bank’s Tier 1 Capital, currently $102.2 million. The investment policy places a concentration limit on the amounts of municipal bonds per issuer in Tennessee and Kentucky to 15% of the Bank’s Tier 1 Capital and out of market issuers to 10% of Tier 1 Capital. At December 31, 2013, the largest municipal bond concentration for one issuer was $4.8 million. The investment policy limits concentrations in the amounts a single state guarantee program can provide to a bond at 75% of Tier 1 Capital. The Company is currently within policy guidelines on all concentration limits.

At December 31, 2014, $4.9 million in municipal bonds were due in less than one year, $6.9 million were due within one to five years, $27.4 million were due in five to ten years, $26.6 million were due in ten to fifteen years and approximately $7.3 million were due after fifteen years. At December 31, 2014, approximately $54.1 million of the Company’s municipal bond portfolio is callable with call dates ranging from May 2015 to December 2022. The majority of callable municipal bonds purchased by the Company were originally scheduled to have a call ten years after issuance. At December 31, 2014, approximately $6.7 million of municipal bonds had a call date of less than one year; approximately $38.6 million had a call date from one to five years and approximately $11.9 million in more than five years but less than ten years. At December 31, 2014, the weighted average life of the municipal bond portfolio is 4.4 years and its modified duration is 3.0 years.

Mortgage-backed securities entitle the Company to receive a pro-rata portion of the cash flow from an identified pool of mortgages. Although mortgage-backed securities generally offer lesser yields than the loans for which they are exchanged, mortgage-backed securities present lower credit risk by virtue of the guarantees that back them, are more liquid than individual mortgage loans, and may be used to collateralize borrowings or other obligations of the Company. Further, mortgage-backed securities provide a monthly stream of both interest and principal, thereby providing the Company with a cash flow to reinvest at current market rates and limit the Company’s interest rate risk. Mortgage backed securities may be collateralized by either single family or multi-family properties.

At December 31, 2014, the Company’s mortgage backed security portfolio consisted of $3.3 million issued by the FHLMC, $50.8 million issued by the FNMA and $28.1 million issued by the Government National Mortgage Agency (GNMA). GNMA securities are guaranteed by the full faith and credit of the U.S. Government while FHLMC and FHLB mortgage backed securities maintain the implicit backing of the United States of America.

9

In 2014, the prepayment speeds of single family mortgage backed securities slowed considerable as most homeowners with a desire to refinance their home had already done so. All multi-family mortgage backed securities contain substantial prepayment penalties for a significant portion of their life. Unlike single family mortgage backed securities, multi-family mortgage backed securities have a five, seven or ten year balloon payment. At December 31, 2014, the majority of the Company’s mortgage back security portfolio consisted of fixed rate mortgages with approximately $15.2 million in adjustable rate mortgages. The weighted average life of the portfolio is approximately 5.9 years and an effective duration is approximately 3.0 years.

At December 31, 2014, the Company held approximately $28.0 million in Collateral Mortgage Obligations (CMO) issued by various agencies of the United States government, including $6.0 million by GNMA, $7.2 million by FHLMC and $14.8 million by FNMA. A CMO is a mortgage-backed security that has a structured payment stream based on various factors and does not necessarily remit monthly principal and interest on a pro-rata basis. At December 31, 2014, the Company’s CMO portfolio had a weighted average life of approximately 3.3 years and a modified duration of approximately 3.7 years.

At December 31, 2014, the Company held $189,000 of a private label CMO, and $9.4 million in floating rate SLMA collateralized debt obligation (“CDO”) secured by federally guaranteed student loans. The CDO owned by the Company utilizes a pool of government guaranteed student loans as collateral and not mortgage loans. The CDO’s secured by SLMA collateral are floating rate securities tied to the one month Libor rate and re-price on a monthly basis.

In June of 2008, the Company purchased $2.0 million par value of a private placement subordinated debenture issued by First Financial Services Corporation (“FFKY”), the holding company for First Federal Savings Bank (“First Fed”). The debenture is a thirty year security with a coupon rate of 8.00%. FFKY was a NASDAQ listed commercial bank holding company located in Elizabethtown, Kentucky. In October of 2010, FFKY informed the owners of its subordinated trust, including the Company, that it was deferred dividend payments for up to five years as prescribed by the trust. FFKY and First Fed have significant asset quality issues that have resulted in negative earnings since 2009. In 2013, the Company recognized a $400,000 other than temporary impairment loss on the subordinated debenture issued by FFKY. The recognition of a loss was the result of the Company’s analysis that, despite a slowly improving financial condition, FFKY was not likely to resume dividend payments prior to the end of the five year interest rate extension period.

On January 1, 2015, FFKY was sold and merged into Community Bank Shares of Indiana, (“CBIN”). On January 12, 2015, the Company was notified by Wilmington Trust that its investment in First Federal Statutory Trust III, (“FFKY Trust”), has elected to terminate the extension period of interest payments effective January 1, 2015. All accrued interest due and payable to all owners of securities through March 15, 2015, has been paid to the trustee. The Trustee will hold the funds until the next interest payment date of March 16, 2015. At that time, the Company will receive a total of $871,000 of interest and compounded interest and will continue to receive regularly scheduled interest of approximately $40,000 each quarter thereafter. On January 21, 2015, the Company has determined that FFKY Trust is no longer impaired and has placed the investment back into accrual status.

Interest Rate Sensitivity Analysis

The Company’s profitability is affected by fluctuations in interest rates. A sudden and substantial increase or decrease in interest rates may adversely impact the Company’s earnings to the extent that the interest rates on interest earning assets and interest bearing liabilities do not change at the same speed, to the same extent or on the same basis. As part of its effort to manage interest rate risk, the Bank monitors its net economic value of capital (“EVE”) by using our asset liability software to assist in modeling how changes in interest rates affect the values of various assets and liabilities on the Company’s balance sheet. By calculating our EVE, the Company is able to construct models that show the effect of different interest rate changes on its total capital. This risk analysis is a key tool that allows banks to prepare against constantly changing interest rates.

10

Generally, EVE is a cash flow calculation that takes the present value of all asset cash flows and subtracts the present value of all liability cash flows. The application of the methodology attempts to quantify interest rate risk as the change in the EVE, which would result from a theoretical 200 basis point (1 basis point equals .01%) change in market rates. Both a 300 basis point increase in market interest rates and a 100 basis point decrease in market interest rates are considered.

The following table presents the Company’s EVE at December 31, 2014, as calculated by the Company’s asset liability model for the year period ending December 31, 2014.

Change	Net Portfolio Value
In Rates	$ Amount		$ Change			% Change
	(Dollars in thousands)
+300 bp	$	67,292	($	48,306	)		(41.8	%)
+200 bp		83,498		(32,100	)		(37.8	%)
+100 bp		98,230		(17,368	)		(15.0	%)
0 bp		115,598		—			—
-100 bp		128,304		12,706			11.0	%

Interest Rate Risk Measures: 200 Basis Point (bp) Rate Shock
Tangible Common Equity Ratio at December 31, 2013	9.8	%
Pre-Shock Tier 1 Capital Ratio at December 31, 2014	10.9	%
Exposure Measure: 2% Increase in Rates	7.5	%

The computation of prospective effects of hypothetical interest rate changes are based on numerous assumptions, including relative levels of market interest rates, loan prepayments and deposit decay rates, and should not be relied upon as indicative of actual results. The computations do not contemplate any actions the Company could undertake in response to changes in interest rates. The matching of assets and liabilities may be analyzed by examining the extent to which such assets and liabilities are “interest rate sensitive” and by monitoring an institution’s interest rate sensitivity “gap.” An asset or liability is said to be interest rate sensitive within a specific period if it will mature or re-price within that period.

Interest Income Analysis

As a part of the Company’s asset liability management process, an emphasis is placed on the effect that changes in interest rates have on the net interest income of the Company and the resulting change in the net present value of capital. As a part of its analysis, the Company uses third party software and analytical tools derived from the Company’s regulatory reporting models to analyze the re-pricing characteristics of both assets and liabilities and the resulting net present value of the Company’s capital given various changes in interest rates. The model also uses mortgage prepayment assumptions obtained from third party vendors to anticipate prepayment speeds on both loans and investments. The Company’s model uses incremental changes in interest rates. For example, a 3.0% change in annual rates includes a 75 basis point change in each of the next four quarters.

For the year ended December 31, 2014, the Company’s previous efforts to increase duration had a positive effect on its results of operations. At December 31, 2014, the extended duration remains in effect. However, the purchase of SBA pools in late 2011 and 2012 were taken as an effort to limit the effects of the longer duration in the municipal bond portfolio. The monthly and quarterly re-pricing of the SBA Pools provides a first source of liquidity should interest rates increase or loan demand improve.

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Beginning in 2012 and continuing through 2013 and 2014, management has sought to reduce the Company’s cost of interest bearing liabilities by reducing both the cost and dependency on time deposit funding. The average balance and weighted average cost of time deposits has declined in each of the last two years. The average balance of time deposits for the year ended December 31, 2011, $548.0 million, as compared to $486.6 million, $407.0 million and $356.1million for the years ended December 31, 2012, December 31, 2013, and December 31, 2014, respectively. The average cost of time deposits for the years ended December 31, 2011, December 31, 2012, December 31, 2013 and December 31, 2014, was 2.29%, 1.90%, 1.41%, and 1.17%, respectively. These efforts, in the face of weak loan growth for most of the last three years, worked to reduce the Company’s interest expense and make modest improvements to the Company’s net interest margins. The Company’s loan growth was sluggish during 2014 and 2013. In October 2014, we opened a loan production office in Nashville, Tennessee, the most economically vibrant community within the Company’s current market area. To make further improvements to our net interest margin, loan growth is essential.

The amount of change in interest rate sensitivity eventually achieved by management will be largely dependent on its ability to make changes at a reasonable cost. The reduction of interest rate in the one to two year time frame can dramatically reduce the Company’s net income due to the severe upward slope of the interest rate yield curve. To the extent possible, management will reduce its balances in FHLB deposits to ensure greater flexibility in the event of a sudden change of interest rates.

The Company’s analysis at December 31, 2014, indicates that changes in interest rates are likely to result in modest changes in the Company’s annual net interest income. A summary of the Company’s analysis at December 31, 2014, for the year ending December 31, 2015, is as follows:

	Down 1.00%		No Change		Up 1.00%		Up 2.00%		Up 3.00%
	(Dollars in Thousands)
Net interest income	$	24,530	$	25,424	$	25,674	$	26,008	$	26,335

Gap Analysis

The interest rate sensitivity gap is defined as the difference between the amount of interest-earning assets maturing or re-pricing within a specific time period and the amount of interest-bearing liabilities maturing or re-pricing within that time period. A gap is considered positive when the amount of interest rate sensitive assets exceeds the amount of interest rate sensitive liabilities, and is considered negative when the amount of interest rate sensitive liabilities exceeds the amount of interest rate sensitive assets.

At December 31, 2014, the Company had a negative one year or less interest rate sensitivity gap of 27.43% of total interest-earning assets. Generally, during a period of rising interest rates, a negative gap position would be expected to adversely affect net interest income while a positive gap position would be expected to result in an increase in net interest income. Conversely during a period of falling interest rates, a negative gap would be expected to result in an increase in net interest income and a positive gap would be expected to adversely affect net interest income. This analysis is considered less reliable as compared to the Company’s ALM models as changes in various interest rate spreads are not incorporated in Gap Analysis. Furthermore, the presence of non-interest bearing liabilities does not factor in the Company’s Gap Analysis but provides an additional source of funds that can offset the negative impact of changing interest rates. Gap Analysis does not give considerations to how much the yield on assets and the cost of liabilities may change in any given period. In the current rate environment, loans yields often re-price more quickly and more substantially as opposed to short term deposits, which are currently priced a much lower levels.

12

The following table sets forth the amounts of interest-earning assets and interest-bearing liabilities outstanding at December 31, 2014, which are expected to mature, are likely to be called or re-priced in each of the time periods shown.

	One Year or Less			Over one Through Five Years			Over Five Through Ten Years			Over Ten Through Fifteen Years			Over Fifteen Years			Total
Interest-earning assets
Loans:
1 - 4 family residential	$	103,603			53,042			22,286			5,226			2,734			186,891
Multi-family		6,866			11,437			6,705			983			—			25,991
Construction		12,461			9,004			2,776			—			—			24,241
Non-residential		41,878			70,747			31,497			4,334			2,140			150,596
Land		16,492			9,984			178			—			—			26,654
Farmland		9,068			16,222			12,081			4,684			819			42,874
Consumer		2,202			10,167			1,723			346			—			14,438
Commercial		38,052			25,711			9,643			658			90			74,154
Interest bearing deposits		6,050			—			—			—			—			6,050
Non-amortizing securities		13,129			58,091			35,565			1,538			1,489			109,812
Amortizing securities		7,726			14,203			28,253			22,602			5,650			78,434
Mortgage backed securities		22,343			73,812			17,641			4,374			1,640			119,810
Total		279,870			352,420			168,348			44,745			14,562			859,945
Interest bearing liabilities:
Deposits		424,050			192,207			—			—			—			616,257
Borrowed funds		91,668			10,000			—			—			—			101,668
Total		515,718			202,207			—			—			—			717,925
Interest sensitivity gap	($	235,848	)		150,213			168,348			44,745			14,562			142,020
Cumulative interest sensitivity gap	($	235,848	)		(85,635	)		82,713		$	127,458		$	142,020			142,020
Ratio of interest-earning assets to interest bearing liabilities		(54.27	%)		174.29	%		—			—			—			119.78	%
Ratio of cumulative gap to total interest-earning assets		(27.43	%)		(9.96	%)		9.62	%		14.82	%		16.52	%		16.52	%

The preceding table was prepared based upon the assumption that loans will not be repaid before their respective contractual maturities, except for adjustable rate loans, which are classified, based upon their next re-pricing date. Further, it is assumed that fixed maturity deposits are not withdrawn prior to maturity and other deposits are withdrawn or re-priced within one year. Mortgage-backed securities are classified based on their three month prepayment speeds. Prepayment speeds on mortgage backed securities have slowed considerable as many outstanding mortgage loans have low coupons and are not prone to future refinancing. We anticipate that the majority of mortgage pools will exhibit historically low prepayment speeds for several years. The preceding table does not reflect possible changes in cash flows that may result from this change in Fannie Mae and Freddie Mac portfolio servicing practices or Small Business Administration lending practices. The actual interest rate sensitivity of the Company’s assets and liabilities could vary significantly from the information set forth in the table due to market and other factors. The retention of adjustable-rate mortgage loans in the Company’s investment and loan portfolios helps reduce the Company’s exposure to changes in interest rates. However, there are unquantifiable credit risks resulting from potential increased costs to borrowers as a result of re-pricing adjustable-rate mortgage loans. It is possible that during periods of rising interest rates, the risk of default on adjustable-rate mortgage loans may increase due to the upward adjustment of interest costs to the borrowers.

13

Average Balance, Interest and Average Yields and Rates

The following table sets forth certain information relating to the Company’s average interest-earning assets and average interest-bearing liabilities and reflects the average yield on assets and average cost of liabilities for the periods and at the date indicated. Such yields and costs are derived by dividing income or expense by the average monthly balance of assets or liabilities, respectively, for the periods presented. Average balances are derived from month-end balances. Management does not believe that the use of month-end balances instead of daily balances has caused any material difference in the information presented.

The table also presents information for the periods and at the date indicated with respect to the difference between the average yield earned on interest-earning assets and average rate paid on interest-bearing liabilities, or “interest rate spread,” which commercial banks have traditionally used as an indicator of profitability. Another indicator of an institution’s net interest income is its “net yield on interest-earning assets,” which is its net interest income divided by the average balance of interest-earning assets. Net interest income is affected by the interest rate spread and by the relative amounts of interest-earning assets and interest-bearing liabilities. When interest-earning assets approximate or exceed interest-bearing liabilities, any positive interest rate spread will generate net interest income.

	December 2014 Monthly Averages
	Balance			Weighted Average Yield/ Cost
	(Dollars in thousands)
Interest-earning assets:
Loans receivable, net	$	528,262			4.67	%
Non taxable securities available for sale		61,102			4.65	%*
Taxable securities available for sale		249,260			2.21	%
Federal Home Loan Bank stock		4,428			4.00	%
Interest bearing deposits		9,688			0.24	%
Total interest-earning assets		852,740			3.94	%
Non-interest-earning assets		80,836
Total assets	$	933,576
Interest-bearing liabilities:
Deposits	$	623,860			0.84	%
FHLB borrowings		42,264			4.04	%
Repurchase agreements		40,834			1.42	%
Subordinated debentures		10,310			7.14	%
Total interest-bearing liabilities		717,268			1.14	%
Non-interest-bearing liabilities		117,833
Total liabilities		835,101
Common stock		1
Additional paid-in capital		58,465
Retained earnings		45,729
Treasury stock		(9,428	)
Accumulated other comprehensive income		3,708
Total liabilities and equity	$	933,576
Interest rate spread					2.80	%
Net interest margin					3.04	%
Ratio of interest-earning assets to interest-bearing liabilities					118.89	%

* Tax equivalent yield at the Company’s 34% tax bracket and the Company’s month to date cost of funds rate of 1.14%.

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	Years Ended December 31,
	2014								2013								2012
	Average Balance			Interest		Average Yield/ Cost			Average Balance			Interest		Average Yield/ Cost			Average Balance			Interest		Average Yield / Cost
	(Dollars in Thousands)
Interest-earning assets:
Loans receivable, net (a)	$	534,404			26,038		4.87	%	$	528,074			26,750		5.07	%	$	542,292			29,837		5.50	%
Taxable securities AFS		262,154			6,548		2.50	%		269,304			6,873		2.55	%		313,347			8,722		2.78	%
Non-taxable securities AFS		64,393			3,097		4.81	%		70,178			3,292		4.69	%		68,428			2,982		4.36	%
Other interest-bearing deposits		10,461			26		0.25	%		9,060			24		0.26	%		9,850			24		0.24	%
Total interest-earning assets	$	871,412			35,709		4.10	%	$	876,616			36,939		4.21	%	$	933,917			41,565		4.45	%
Non-interest-earning assets		77,716								80,609								85,560
Total assets	$	949,128							$	957,225								1,019,477
Interest-bearing liabilities:
Deposits	$	640,676			5,603		0.87	%	$	657,895			7,114		1.08	%	$	706,394			10,571		1.50	%
Borrowings		98,574			3,276		3.32	%		96,823			3,467		3.58	%		108,215			4,306		3.98	%
Total interest-bearing liabilities		739,250			8,879		1.20	%		754,718			10,581		1.40	%		814,609			14,877		1.83	%
Non-interest-bearing liabilities		109,766								97,762								90,863
Total liabilities		849,016								852,480								905,472
Common stock		79								79								79
Common stock warrants		—								18								556
Additional paid-in capital		58,384								75,353								76,072
Retained earnings		45,211								39,204								38,710
Treasury stock		(5,998	)							(14,702	)							(6,609	)
Accumulated other comprehensive income		2,436								4,793								5,197
Total liabilities and equity	$	949,128							$	957,225								1,019,477
Net interest income					26,830								26,358								26,688
Interest rate spread							2.90	%							2.81	%							2.62	%
Net interest margin							3.08	%							3.01	%							2.86	%
Ratio of average interest-earning assets to average interest-bearing liabilities							117.88	%							116.15	%							114.65	%

(a) Average loans include non-performing loans.

(b) Interest income and yields are presented on a fully tax equivalent basis

15

Rate Volume Analysis

The following table sets forth certain information regarding changes in interest income and interest expense of the Company for the periods indicated. For each category of interest-earning asset and interest-bearing liability, information is provided on changes attributable to: (i) changes in volume (changes in volume from year to year multiplied by the average rate for the prior year) and (ii) changes in rate (changes in the average rate from year to year multiplied by the prior year’s volume). All amounts are quoted on a tax equivalent basis using a cost of funds rate of 1.40% for 2013 and a 1.20% rate for 2014.

	Year Ended December 31,
	2014 vs. 2013									2013 vs. 2012
	Increase (Decrease) due to									Increase (Decrease) due to
	Rate			Volume			Total Increase (Decrease)			Rate			Volume			Total Increase (Decrease)
				(Dollars in thousands)
Interest-earning assets:
Loans receivable	$	(1,020	)		308			(712	)	$	(2,367	)		(720	)		(3,087	)
Securities available for sale, taxable		(146	)		(179	)		(325	)		(725	)		(1,124	)		(1,849	)
Securities available for sale, non-taxable		83			(278	)		(195	)		228			82			310
Other interest- earning assets		(2	)		4			2			2			(2	)		—
Total interest- earning assets		(1,085	)		(145	)		(1,230	)		(2,862	)		(1,764	)		(4,626	)
Interest-bearing liabilities:
Deposits		(1,100	)		(411	)		(1,511	)		(2,508	)		(949	)		(3,457	)
Borrowings		(175	)		(16	)		(191	)		(376	)		(463	)		(839	)
Total interest- bearing liabilities		(1,275	)		(427	)		(1,702	)		(2,884	)		(1,412	)		(4,296	)
Increase (decrease) in net interest income	$	190			282			472		$	22			(352	)		(330	)

Critical Accounting Policies and Estimates

The Company’s financial statements are prepared in accordance with accounting principles generally accepted in the United States of America. The financial information contained within these statements is, to a significant extent, financial information that is based on appropriate measures of the financial effects of transactions and events that have already occurred. Based on its consideration of accounting policies that involved the most complex and subjective decisions and assessments, management has identified its most critical accounting policy to be that related to the allowance for loan losses. The Company’s allowance for loan loss methodology incorporates a variety of risk considerations, both quantitative and qualitative; in establishing an allowance for loan loss that management believes is appropriate at each reporting date. Quantitative factors included the Company’s historical loss experience, delinquency and charge-off trends, collateral values, changes in non-performing loans, and other factors. Quantitative factors also incorporate known information about individual loans, including borrower’s sensitivity to economic conditions throughout the southeast and particular, the state of certain industries. Size and complexity of individual credits in relation to loan structure, existing loan policies and pace of portfolio growth are other qualitative factors that are considered in the methodology.

16

As the Company adds new products and increases the complexity of the loan portfolio, its methodology accordingly may change. In addition, it may report materially different amounts for the provision for loan losses in the statement of operations if management’s assessment of the above factors changes in future periods. This discussion and analysis should be read in conjunction with the Company’s consolidated financial statements and the accompanying notes presented elsewhere herein. Although management believes the levels of the allowance for loan losses as of both December 31, 2014 and 2013 were adequate to absorb inherent losses in the loan portfolio, a decline in local economic conditions, or other factors, could result in increasing losses that cannot be reasonably predicted at this time. The Company also considers its policy on non-accrual loans as a critical accounting policy. Loans are placed on non-accrual when a loan is specifically determined to be impaired or when principal or interest is delinquent for 91 days or more.

Comparison of Financial Condition at December 31, 2014 and December 31, 2013

For the year ended December 31, 2014, the Company’s total assets declined by $37.8 million, to $935.8 million as compared to the twelve month period ended December 31, 2013. In December 2014, the Company experienced significant growth in non-interest checking accounts, which now total 15.7% of total deposits. The Company has sought to lower its cost of deposits for several years. As a result, we have experienced a decline in the balances of time deposits. At December 31, 2014, time deposits declined by $50.1 million, to $331.9 million, as compared to and December 31, 2013. At December 31, 2014, the Company’s balance of borrowing from the FHLB declined to $34.0 million, from $46.8 million at December 31, 2013.

The available for sale portfolio declined $15.3 million, from $318.9 million at December 31, 2013, to $303.6 million at December 31, 2014. The Company used cash flows from the investment portfolio to fund a reduction in time deposits and FHLB borrowings. At December 31, 2014, the Company’s investment in Federal Home Loan Bank stock was carried at an amortized cost of $4.4 million.

The Company’s net loan portfolio declined by $4.3 million during the year ended December 31, 2014. Net loans totaled $539.3 million and $543.6 million at December 31, 2014, and December 31, 2013, respectively. The small decline in loan balances in 2014 occurred due to weak loan demand and the sale of a $6.9 million adversely classified loan relationship. In 2015, the Company’s prospects for loan portfolio growth should be enhanced by the opening of a loan production office in Nashville, Tennessee, in October 2014. As discussed in Note 3 of the Company’s Consolidated Financial Statements, our level of classified assets, charge offs and non-accrual loans has been significantly reduced during 2014.

The allowance for loan losses totaled $6.3 million at December 31, 2014, a decline of approximately $2.4 million from the allowance for loan losses of $8.7 million at December 31, 2013. At December 31, 2014, the Company recorded a loss of the sale of that loan of $1.8 million. The ratio of the allowance for loan losses to total loans was 1.15% and 1.57% at December 31, 2014, and December 31, 2013, respectively. Also, at December 31, 2014, the Company’s non-accrual loans were approximately $3.2 million, or 0.58% of total loans, compared to $10.1 million or 1.21% of total loans, December 31, 2013. The Company’s ratio of allowance for loan losses to non-accrual loans at December 31, 2014 and 2013 was 198.07% and 86.25%, respectively.

17

Comparison of Operating Results for the Years Ended December 31, 2014 and 2013

Net Income. The Company’s net income available for common shareholders for the year ended December 31, 2014, was $2.2 million compared to $3.8 million for the year ended December 31, 2013. In 2014, the reduction in net income was largely the result of the Company’s decision to prepay $35.9 million in FHLB borrowings and incur a prepayment penalty of $2.5 million. This action will save the Company approximately $135,000 per month beginning in January 2015 and the Company will recoup our one time penalty in approximately 20 months. During 2014, the Company sold a loan note for a loss of approximately $1.8 million.

Net Interest Income. Net interest income for the year ended December 31, 2014, was $25.8 million, compared to $25.3 million for the year ended December 31, 2013. The increase in net interest income for the year ended December 31, 2014, was largely the result of a $1.5 million reduction in interest expense on deposits, offsetting a $1.2 million decline in interest income.

For the year ended December 31, 2014, the Company’s tax equivalent average yield on total interest-earning assets was 4.10% compared to 4.21% for the year ended December 31, 2013, and its average cost of interest-bearing liabilities was 1.20%, compared to 1.40% for the year ended December 31, 2013. As a result, the Company’s tax equivalent interest rate spread for the year ended December 31, 2014, was 2.90%, compared to 2.81% for the year ended December 31, 2013, and its tax equivalent net interest margin was 3.08% for the year ended December 31, 2014, compared to 3.01% for the year ended December 31, 2013.

Interest Income. Interest income declined $1.2 million from $35.9 million to $34.7 million, or approximately 3.3% during the year ended December 31, 2014, compared to 2013. The decline in interest income was largely attributable to a decline in yields on assets and a decline in the average balance of interest earning assets. The average balance on taxable securities available for sale declined $7.1 million, from $269.3 million for the year ended December 31, 2013, to $262.2 million for the year ended December 31, 2014. The average yield on taxable securities available for sale was 2.50% and 2.55%, respectively, for the years ended December 31, 2014, and December 31, 2013, respectively. The average balance of non-taxable securities available for sale declined by approximately $5.8 million, from $70.2 million for the year ended December 31, 2013, to $64.4 million for the year ended December 31, 2014. The average yield on non-taxable securities available for sale increased from 4.69% for the year ended December 31, 2013, to 4.81% for the year ended December 31, 2014. For the year ended December 31, 2014, the average balance of loans was $534.4 million, an increase of $6.3 million as compared to the year ended December 31, 2013. The average yield on loans declined from 5.07% for the year ended December 31, 2013, to 4.87% for the year ended December 31, 2014.

Interest Expense. Interest expense declined to $8.9 million for the year ended December 31, 2014, compared to $10.6 million for 2013. The decline in interest expense was attributable to the $1.5 million decline in interest expense on deposits. The average cost of average interest-bearing deposits declined to 0.87% for the year ended December 31, 2014, from 1.08% for the year ended December 31, 2013. Over the same period, the average balance of interest bearing deposits declined from $657.9 million for the year ended December 31, 2013, to $640.7 million for the year ended December 31, 2014. The Company’s cost structure has benefited from its growth of non-interest bearing deposits. For the year ended December 31, 2014, the average balance of non-interest bearing deposits was $104.9 million, an increase of $12.5 million, or 13.5%, over the average balance of non-interest bearing deposits for the year ended December 31, 2013. The average balance of FHLB borrowings declined from $44.9 million for the year ended December 31, 2013, to $42.4 million for the year ended December 31, 2014. The average cost of FHLB borrowings decreased from 3.96% for the year ended December 31, 2013, to 3.92% for the year ended December 31, 2014.

Provision for Loan Losses. The Company determined that an additional $1.6 million in provision for loan losses was required for the year ended December 31, 2013. For the year ended December 31, 2014, the Company determined that significant improvements in our credit quality provided the opportunity to reduce the allowance for loan loss account by $2.3 million. The reduction in the allowance for loan loss account was the result of lower levels of past due loans, improving appraisal values on collateral securing loans classified as substandard, and a continued reduction in the amount of problem assets.

18

Non-Interest Income. Non-interest income declined by $1.6 million for the year ended December 31, 2014, to $7.8 million, compared to $9.4 million for the year ended December 31, 2013. The decline in non-interest income is largely the result of a $1.1 million decline in gains on the sale of securities. For the year ended December 31, 2014, the Company’s financial services income declined by $270,000 as compared to the year ended December 31, 2013, due to the sale of the Company’s insurance assets in December 2013, which resulted in a gain of $412,000 for the year ended December 31, 2013. For the year ended December 31, 2014, income from service charges declined $316,000, to $3.4 million, as compared to the year ended December 31, 2013. The decline in service charge income appears to be the result of new regulations regarding overdraft protection programs. Income from service charges has declined in both 2014 and 2013 from the prior year’s level.

Non-Interest Expense. Total non-interest expense for the year ended December 31, 2014, was $33.9 million, compared to $28.6 million in 2013, an increase of $5.3 million, or approximately 18.4%. The increase in non-interest expense was heavily influenced by a $1.8 million loss on the sale of an adversely classified commercial real estate loan and the $2.5 million FHLB prepayment penalty. Excluding these two expenses, non-interest expense increased by approximately $1.0 million, or 3.4%, for the year ended December 31, 2014, as compared to the year ended December 31, 2013.

For the year ended December 31, 2014, the Company’s salaries and benefits expense increased by $489,000, or 3.3%, as compared to the year ended December 31, 2013. For the year ended December 31, 2014, state deposit taxes increased by $755,000, or 130% as compared to the year ended December 31, 2013, due to the charter change of the Company’s bank subsidiaries charter. For the year ended December 31, 2014, data processing expenses increased by $192,000, or 7.12% as compared to the year ended December 31, 2013, due to changes implemented for disaster recovery purposes required by regulators. For the year ended December 31, 2014, no other non-interest expense increased by more than $200,000 as compared to the year ended December 21, 2013. For the year ended December 31, 2014, the Company’s most significant reductions in non-interest expense included occupancy expenses and professional services expenses, which declined $258,000 and $442,000, respectively, for the year ended December 31, 2014, as compared to the year ended December 31, 2013.

Income Taxes. The effective tax rates for the years ended December 31, 2014, and December 31, 2013, was (10.1%) and 14.6%, respectively. The Company’s effective tax rate remains well below historical levels due to a higher percentage of pre-tax income that is not subject to federal income tax. The Company’s sizable holdings in municipal bonds, life insurance contracts and certain tax credits earned have lowered our effective tax rate.

Comparison of Operating Results for the Years Ended December 31, 2013 and 2012

Net Income. The Company’s net income available for common shareholders for the year ended December 31, 2013, was $3.8 million compared to $2.8 million for the year ended December 31, 2012. In 2013, the improvement in net income available for common shareholders was largely the result of the repurchase of the Company’s preferred stock in December of 2012, saving the Company $1.2 million in preferred dividends and warrant accretion. In 2013, net income growth was limited by a decline in the average balance and yields of our loan portfolio.

Net Interest Income. Net interest income for the year ended December 31, 2013, was $25.3 million, compared to $26.0 million for the year ended December 31, 2012. The decrease in net interest income for the year ended December 31, 2013, was the result of Company’s declining average balance of loans outstanding and the re-pricing of all assets as interest rates remain at historically low levels. For the year ended December 31, 2013, compared to theyear ended December 31, 2012, the Company’s level of average interest bearing assets declined $57.3 million the average balance of loans receivable declined by $14.2 million, respectively.

For the year ended December 31, 2013, the Company’s tax equivalent average yield on total interest-earning assets was 4.21% compared to 4.45% for the year ended December 31, 2012, and its average cost of interest-bearing liabilities was 1.40%, compared to 1.83% for the year ended December 31, 2012. As a result, the Company’s tax equivalent interest rate spread for the year ended December 31, 2013, was 2.81%, compared to 2.62% for the year ended December 31, 2012, and its tax equivalent net interest margin was 3.01% for the year ended December 31, 2013, compared to 2.86% for the year ended December 31, 2012.

19

Interest Income. Interest income declined $4.9 million from $40.8 million to $35.9 million, or approximately 12.0% during the year ended December 31, 2013, compared to 2012. The decline in interest income was attributable to a decline in yields on assets as well as a decline in the average balance of interest earning assets. The average balance on taxable securities available for sale declined $44.0 million, from $313.3 million for the year ended December 31, 2012, to $269.3 million for the year ended December 31, 2013. The average balance of non-taxable securities available for sale increased approximately $1.8 million, from $68.4 million for the year ended December 31, 2012, to $70.2 million for the year ended December 31, 2013.

Interest Expense. Interest expense declined to $10.6 million for the year ended December 31, 2013, compared to $14.9 million for 2012. The decline in interest expense was attributable to a decline in the average cost interest bearing deposits and decline in interest-bearings liabilities. The average cost of average interest-bearing deposits declined to 1.08% for the year ended December 31, 2013, from 1.50% for the year ended December 31, 2012. Over the same period, the average balance of interest bearing deposits declined from $706.4 million for the year ended December 31, 2012, to $657.9 million for the year ended December 31, 2013. The average balance of FHLB borrowings declined from $57.0 million for the year ended December 31, 2012, to $44.9 million for the year ended December 31, 2013. The average cost of FHLB borrowings declined from 4.58% for the year ended December 31, 2012, to 3.96% for the year ended December 31, 2013, due to the prepayment of FHLB advances. Management’s decision to prepay selected FHLB advances and incur $480,000 in penalties increased the Company’s cost of borrowings by 0.45% in 2012. The average balance and average cost of total borrowings was $108.2 million and 3.98% for the year ended December 31, 2012, respectively as compared to $96.8 million and 3.58% for the year ended December 31, 2013, respectively.

Provision for Loan Losses. The Company determined that an additional $1.6 million and $2.3 million in provision for loan losses was required for the years ended December 31, 2013, and December 31, 2012, respectively. The decline in the Company’s provision for loan loss expense is largely the result of the improving asset quality of the Company. For the year ended December 31, 2013, the Company incurred net charge offs of $3.6 million as compared to $2.9 million for the year ended December 31, 2012, and $4.5 million in the year ended December 31, 2011. Furthermore, the Company’s analysis of customer financial information indicates that many customers have noted improved levels of cash flow and business activity, a positive factor in considering loans for future removal from our list of classified assets.

Non-Interest Income. Non-interest income declined by $267,000 for the year ended December 31, 2013, to $9.4 million, compared to $9.6 million for the year ended December 31, 2012. The decline in non-interest income is largely the result of a $322,000 decrease in mortgage origination income as rising long term interest rates resulted in lower mortgage refinancing activity. For the year ended December 31, 2013, financial services income increased by approximately $179,000. Service charge income was relatively flat as the Company offset the negative effects of new regulations with the opening of more than 4,000 checking accounts in 2013. The Company’s $400,000 impairment charge on investment securities was offset by a $412,000 gain on the sale of our insurance related assets.

Non-Interest Expense. Total non-interest expense for the year ended December 31, 2013, was $28.6 million, compared to $28.4 million in 2012, an increase of $197,000, or approximately 0.70%. For the year ended December 31, 2013, the Company’s salaries and benefits expense increased by $754,000, or 5.4%, as compared to the year ended December 31, 2012. For the year ended December 31, 2013, professional services expense increased by $168,000, data processing expenses increased by $201,000, supplies expense increased by $140,000, and expenses related to other real estate owned increased by $279,000. For the year ended December 31, 2013, increases in expense items discussed above were largely offset by declines of $812,000 in deposit insurance and examination expense, a $126,000 decline in losses on the sale of other real estate owned and a $103,000 decline in other operating expenses.

Income Taxes. The effective tax rates for the years ended December 31, 2013, and December 31, 2012, was 14.6% and 16.7%, respectively. The Company’s effective tax rate remains well below historical levels due to a higher percentage of pre-tax income that is not subject to federal income tax. The Company’s sizable holdings in municipal bonds, life insurance contracts and certain tax credits earned have lowered our effective tax rate.

20

Liquidity and Capital Resources

The Company’s primary business is that of the Bank. Management believes dividends that may be paid from the Bank to the Company will provide sufficient funds for the Company’s current and anticipated 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.

Capital Resources. At December 31, 2014, the Bank exceeded all regulatory minimum capital requirements. For a detailed discussion of the Kentucky Department of Financial Institutions (“KDFI”) and FDIC capital requirements, and for a tabular presentation of the Bank’s compliance with such requirements, see Note 16 of Notes to Consolidated Financial Statements. See the Company’s Risk Factors, located in our Annual Report filed on SEC form10-K for the year ended December 31, 2014, for comments related to effects that the implementation of Basel III will have on the Company’s future operations.

Liquidity. Liquidity management is both a daily and long-term function of business management. If the Bank requires funds beyond its ability to generate them internally, the Bank believes that it could borrow funds from the FHLB. At December 31, 2014, the Bank had outstanding advances of $34.0 million from the FHLB and $11.0 million of letters of credit issued by the FHLB to secure municipal deposits. The Bank can immediately borrow an additional $52.6 million from the FHLB and the Company has the ability to pledge another $40.1 million in securities to the FHLB for additional borrowing capacity. See Note 7 of Notes to Consolidated Financial Statements.

Subordinated Debentures Issuance. On September 25, 2003, the Company issued $10,310,000 of subordinated debentures in a private placement offering. The securities have a thirty-year maturity and are callable at the issuer’s discretion on a quarterly basis beginning five years after issuance. The securities are priced at a variable rate equal to the three-month LIBOR (London Interbank Offering Rate) plus 3.10%. Interest is paid and the rate of interest may change on a quarterly basis. The Company’s subsidiary, a state chartered commercial bank supervised by the KDFI and the FDIC may recognize the proceeds of trust preferred securities as capital. KDFI and FDIC regulations provide that 25% of Tier I capital may consist of trust preferred proceeds. See Note 10 of Notes to Consolidated Financial Statements.

The Bank’s primary sources of funds consist of deposits, repayment of loans and mortgage-backed securities, maturities of investments and interest-bearing deposits, and funds provided from operations. While scheduled repayments of loans and mortgage-backed securities and maturities of investment securities are predictable sources of funds, deposit flows and loan prepayments are greatly influenced by the general level of interest rates, economic conditions and competition. The Bank uses its liquidity resources principally to fund existing and future loan commitments, to fund maturing certificates of deposit and demand deposit withdrawals, to invest in other interest-earning assets, to maintain liquidity, and to meet operating expenses.

Management believes that loan repayments and other sources of funds will be adequate to meet the Bank’s liquidity needs for the immediate future. A portion of the Bank’s liquidity consists of cash and cash equivalents. At December 31, 2013, cash and cash equivalents totaled $55.8 million. The level of these assets depends upon the Bank’s operating, investing and financing activities during any given period.

Cash flows from operating activities for the years ended December 31, 2014, 2013 and 2012 were $10.1 million, $9.3 million, and $9.3 million, respectively.

Cash flows from (used in) investing activities were $19.0 million, ($4.3) million and were $58.2 million in 2014, 2013 and 2012, respectively. A principal use of cash in this area has been purchases of securities available for sale of $91.3 million, offset by proceeds from sales, calls and maturities of securities of $112.2 million during 2014. At the same time, the loan portfolio provided cash of $26.8 in 2012. The Company invested $1.9 million and $21.6 million of cash in loans in 2014 and 2013. Sales and maturities of available for sale securities exceeded purchases by $29.2 million in 2012 and $18.9 million in 2013.

At December 31, 2014, the Bank had $45.2 million in outstanding commitments to originate loans and unused lines of credit of $78.9 million. The Bank anticipates that it will have sufficient funds available to meet its current loan origination and lines of credit commitments. The Bank has certificates of deposit maturing in one year or less of $139.7 million at December 31, 2014. Based on historical experience, management believes that a significant portion of such deposits will remain with the Bank.

21

Impact of Inflation and Changing Prices

The consolidated financial statements and notes thereto presented herein have been prepared in accordance with accounting principles generally accepted in the United States of America, which require the measurement of financial position and operating results in terms of historical dollars without considering the change in the relative purchasing power of money over time and due to inflation. The impact of inflation is reflected in the increased cost of the Company’s operations.

Unlike most industrial companies, nearly all the assets and liabilities of the Company are monetary in nature. As a result, changes in interest rates have a greater impact on the Company’s performance than do the effects of general levels of inflation. Interest rates do not necessarily move in the same direction or to the same extent as the price of goods and services.

Forward-Looking Statements

Management’s discussion and analysis includes certain forward-looking statements addressing, among other things, the Bank’s prospects for earnings, asset growth and net interest margin. Forward-looking statements are accompanied by, and identified with, such terms as “anticipates,” “believes,” “expects,” “intends,” and similar phrases. Management’s expectations for the Company’s future involve a number of assumptions and estimates. Factors that could cause actual results to differ from the expectations expressed herein include: substantial changes in interest rates, and changes in the general economy; changes in the Company’s strategies for credit-risk management, interest-rate risk management and investment activities. Accordingly, any forward-looking statements included herein do not purport to be predictions of future events or circumstances and may not be realized.

Stock Performance Comparison

The following graph, which was prepared by SNL Financial LC (“SNL”), shows the cumulative total return of the Common Stock of the Company since December 31, 2009, compared with the (1) NASDAQ Composite Index, comprised of all U.S. Companies quoted on NASDAQ, (2) the SNL Midwest Thrift Index, comprised of publically traded thrifts and thrift holding companies operating in the Midwestern United States, and (3) the SNL Midwest Bank Index, comprised of publically traded commercial banks and bank holding companies operating in the Midwestern United States. Cumulative total return on the Common Stock or the index equals the total increase in the value since December 31, 2009, assuming reinvestment of all dividends paid into the Common Stock or the index, respectively. The graph was prepared assuming that $100 was invested on December 31, 2009, in the Common Stock, the securities included in the indices. The stock price performance included in this graph is not necessarily indicative of future stock price performance.

22

On June 5, 2013, the Company became a Kentucky state chartered commercial bank holding company. As such, the Company will compare the SNL Midwest Bank index in the current and in future periods.

	Period Ending
Index	12/31/09		12/31/10		12/31/11		12/31/12		12/31/13		12/31/14
HopFed Bancorp, Inc.		100.00		102.81		76.77		103.63		138.41		156.66
NASDAQ COMPOSITE		100.00		118.15		117.22		138.02		193.47		222.16
SNL Midwest Bank		100.00		124.18		117.30		141.18		193.28		210.12

23

Consolidated Financial Statements

HopFed Bancorp, Inc.

and Subsidiaries

December 31, 2014, 2013 and 2012

Table of Contents

	Page Number
Report of Independent Registered Public Accounting Firm		1
Consolidated Balance Sheets as of December 31, 2014 and 2013		5-6
Consolidated Statements of Income for the Years ended December 31, 2014, 2013, and 2012		7-8
Consolidated Statements of Comprehensive Income (Loss) for the Years ended December  31, 2014, 2013 and 2012		9
Consolidated Statements of Changes in Stockholders’ Equity for the Years ended December  31, 2014, 2013 and 2012		10-11
Consolidated Statements of Cash Flows for the Years ended December 31, 2014, 2013 and 2012		12-13
Notes to Consolidated Financial Statements		14-82

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

of HopFed Bancorp, Inc.

Hopkinsville, Kentucky

We have audited the accompanying consolidated balance sheets of HopFed Bancorp, Inc. and subsidiaries (the “Company”) as of December 31, 2014 and 2013, and the related consolidated statements of income, comprehensive income (loss), changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2014. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of HopFed Bancorp, Inc. and subsidiaries as of December 31, 2014 and 2013, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2014, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), HopFed Bancorp, Inc.’s internal control over financial reporting as of December 31, 2014, based on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and our report dated March 13, 2015, expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

(signed) Rayburn, Bates & Fitzgerald, P.C.

Brentwood, Tennessee

March 13, 2015

HopFed Bancorp, Inc. and Subsidiaries

Consolidated Balance Sheets

December 31, 2014 and 2013

(Dollars in Thousands)

	2014		2013
Assets
Cash and due from banks	$	34,389		37,229
Interest-earning deposits		6,050		18,619
Cash and cash equivalents		40,439		55,848
Federal Home Loan Bank stock, at cost (note 2)		4,428		4,428
Securities available for sale (notes 2 and 8)		303,628		318,910
Loans held for sale		1,444		—
Loans receivable, net of allowance for loan losses of $6,289 at December 31, 2014, and $8,682 at December 31, 2013 (notes 3 and 7)		539,264		543,632
Accrued interest receivable		4,576		5,233
Real estate and other assets owned (note 14)		1,927		1,674
Bank owned life insurance		9,984		9,677
Premises and equipment, net (note 4)		22,940		23,108
Deferred tax assets (note 13)		2,261		4,610
Intangible asset (note 5)		33		130
Other assets		4,861		6,399
Total assets	$	935,785		973,649
Liabilities and Stockholders’ Equity
Liabilities:
Deposits (note 6):
Non-interest-bearing accounts	$	115,051		105,252
Interest-bearing accounts:
Interest bearing checking accounts		186,616		183,643
Savings and money market accounts		97,726		92,106
Other time deposits		331,915		381,996
Total deposits		731,308		762,997
Advances from Federal Home Loan Bank (note 7)		34,000		46,780
Repurchase agreements (note 8)		57,358		52,759
Subordinated debentures (note 10)		10,310		10,310
Advances from borrowers for taxes and insurance		513		521
Dividends payable		301		326
Accrued expenses and other liabilities		3,593		4,239
Total liabilities		837,383		877,932

See accompanying notes to consolidated financial statements.

5

HopFed Bancorp, Inc. and Subsidiaries

Consolidated Balance Sheets, Continued

December 31, 2014 and 2013

(Dollars in Thousands)

	2014			2013
Stockholders’ equity
Preferred stock, par value $0.01 per share; authorized—500,000 shares; no shares issued or outstanding at December 31, 2014, and December 31, 2013.	$	—			—
Common stock, par value $.01 per share; authorized 15,000,000 shares; 7,949,665 issued and 7,171,282 outstanding at December 31, 2014, and 7,927,287 issued and 7,447,903 outstanding at December 31, 2013		79			79
Additional paid-in-capital		58,466			58,302
Retained earnings		45,729			44,694
Treasury stock- common (at cost 778,383 shares at December 31, 2014 and 479,384 shares at December 31, 2013)		(9,429	)		(5,929	)
Accumulated other comprehensive income (loss), net of taxes		3,557			(1,429	)
Total stockholders’ equity		98,402			95,717
Total liabilities and stockholders’ equity	$	935,785			973,649

Commitments and contingencies (notes 11 and 15)

See accompanying notes to consolidated financial statements

6

HopFed Bancorp, Inc. and Subsidiaries

Consolidated Statements of Income

For the Years ended December 31, 2014, 2013 and 2012

(Dollars in Thousands)

	2014			2013			2012
Interest and dividend income
Loans receivable	$	26,025			26,741			29,828
Securities available for sale		6,548			6,873			8,722
Nontaxable securities available for sale		2,081			2,219			2,266
Interest-earning deposits		26			24			24
Total interest and dividend income		34,680			35,857			40,840
Interest expense:
Deposits (note 6)		5,603			7,114			10,571
Advances from Federal Home loan Bank		1,665			1,780			2,609
Repurchase agreements		874			954			963
Subordinated debentures		737			733			734
Total interest expense		8,879			10,581			14,877
Net interest income		25,801			25,276			25,963
Provision for loan losses (note 3)		(2,273	)		1,604			2,275
Net interest income after provision for loan losses		28,074			23,672			23,688
Non-interest income:
Other-than-temporary impairment losses on debt securities		—			(511	)		—
Portion of losses recognized in other comprehensive income		—			111			—
Net impairment losses recognized in earnings (note 2)		—			(400	)		—
Service charges		3,354			3,670			3,840
Merchant card income		1,075			983			842
Mortgage origination income		719			634			956
Realized gain from sale of securities available for sale, net (note 2)		578			1,661			1,671
Income from bank owned life insurance		307			354			399
Financial services commission		980			1,250			1,071
Gain on sale of assets		—			412			—
Other operating income		827			808			860
Total non-interest income		7,840			9,372			9,639

See accompanying notes to consolidated financial statements.

7

HopFed Bancorp, Inc. and Subsidiaries

Consolidated Statements of Income, Continued

For the Years ended December 31, 2014, 2013 and 2012

(Dollars in Thousands, Except Per Share Amounts)

	2014			2013		2012
Non-interest expenses:
Salaries and benefits (note 12)		15,222			14,733		13,979
Occupancy expense (note 4)		3,217			3,475		3,531
Data processing expense		2,887			2,695		2,494
Franchise and deposit tax		1,336			581		647
Intangible amortization		97			162		227
Professional services		1,331			1,773		1,605
Advertising expense		1,341			1,236		1,357
Postage and communications expense		577			567		562
Supplies expense		627			495		355
Deposit insurance and examination fees		724			727		1,539
Loss on sale of assets		25			12		13
Loss (gain) on sale of real estate owned		208			140		266
Expenses related to real estate owned		266			402		123
Loss on sale of loan note		1,781			—		—
Loss on early debt extinguishment		2,510			—		—
Other operating expenses		1,767			1,640		1,743
Total non-interest expense		33,916			28,638		28,441
Income before income tax expense		1,998			4,406		4,886
Income tax expense (note 13)		(201	)		644		817
Net income		2,199			3,762		4,069
Less: Dividend on preferred shares		—			—		1,007
Accretion dividend on preferred shares		—			—		222
Net income available for common shareholders	$	2,199			3,762		2,840
Earnings per share available to common stockholders (note 18):
Basic	$	0.30			0.50		0.38
Fully diluted	$	0.30			0.50		0.38
Weighted average shares outstanding - basic		7,306,078			7,483,606		7,486,445
Weighted average shares outstanding - diluted		7,306,078			7,483,606		7,486,445

See accompanying notes to consolidated financial statements.

8

HopFed Bancorp, Inc. and Subsidiaries

Consolidated Statements of Comprehensive Income (Loss)

For the Years ended December 31, 2014, 2013 and 2012

(Dollars in Thousands)

	2014			2013			2012
Net income	$	2,199			3,762			4,069
Other comprehensive income (loss), net of tax:
Unrealized holding gain (loss) arising during the year, net of tax effect		5,130			(10,568	)		3,348
Unrealized gain (loss) on derivatives		237			248			113
Reclassification adjustment for gains and OTTI losses included in net income		(381	)		(832	)		(1,104	)
Comprehensive income (loss)	$	7,185			(7,390	)		6,426

See accompanying notes to consolidated financial statements.

9

HopFed Bancorp, Inc. and Subsidiaries

Consolidated Statements of Changes in Stockholders’ Equity

For the Years ended December 31, 2014, 2013 and 2012

(Dollars in Thousands, Except Share Amounts)

	Common Shares			Preferred Shares			Common Stock		Common Stock Warrant			Additional Paid-in Capital			Retained Earnings			Preferred Treasury Stock			Common Treasury Stock			Accumulated Other Comprehensive Income (Loss)			Total Equity
Brought Forward, December 31, 2011		7,492,420			18,400		$	79		556			75,967			39,591			—			(5,076	)		7,366			118,483
Net income		—			—			—		—			—			4,069			—			—			—			4,069
Restricted stock awards		10,392			—			—		—			—			—			—			—			—			—
Net change in unrealized gain on securities available for sale, net of taxes of ($1,156)		—			—			—		—			—			—			—			—			2,244			2,244
Net change in unrealized losses on derivatives, net of taxes of ($58)		—			—			—		—			—			—			—			—			113			113
Preferred stock dividend of 5%		—			—			—		—			—			(1,007	)		—			—			—			(1,007	)
Cash dividend to common stockholders’ ($0.08 per share)		—			—			—		—			—			(602	)		—			—			—			(602	)
Repurchase preferred stock		—			—			—		—			—			—			(18,400	)		—			—			(18,400	)
Compensation expense, restricted stock awards		—			—			—		—			99			—			—			—			—			99
Accretion of preferred stock discount		—			—			—		—			222			(222	)		—			—			—			—
Balance December 31, 2012		7,502,812			18,400		$	79		556			76,288			41,829			(18,400	)		(5,076	)		9,723			104,999
Net income		—			—			—		—			—			3,762			—			—			—			3,762
Restricted stock awards		21,559			—			—		—			—			—			—			—			—			—
Net change in unrealized gain (losses) on securities available for sale, net of taxes of $5,873		—			—			—		—			—			—			—			—			(11,400	)		(11,400	)
Net change in unrealized gain (losses)on derivatives, net of taxes of ($128)		—			—			—		—			—			—			—			—			248			248
Preferred stock retired		—			(18,400	)		—		—			(18,400	)		—			18,400			—			—			—
Cash dividend to common stockholders’ ($0.12 per share)		—			—			—		—			—			(897	)		—			—			—			(897	)
Common stock repurchase		(76,468	)		—			—		—			—			—			—			(853	)		—			(853	)
Cash repurchase of warrant		—			—			—		(556	)		299			—			—			—			—			(257	)
Compensation expense, restricted stock awards		—			—			—		—			115			—			—			—			—			115
Balance December 31, 2013		7,447,903			—			79		—			58,302			44,694			—			(5,929	)		(1,429	)		95,717

See accompanying notes to consolidated financial statements.

10

HopFed Bancorp, Inc. and Subsidiaries

Consolidated Statements of Changes in Stockholders’ Equity

For the Years ended December 31, 2014, 2013 and 2012 (Continued)

(Dollars in Thousands, Except Share Amounts)

	Common Shares			Preferred Shares		Common Stock		Common Stock Warrant		Additional Paid-in Capital		Retained Earnings			Preferred Treasury Stock		Common Treasury Stock			Accumulated Other Comprehensive Income (Loss)			Total Equity
Brought Forward		7,447,903			—		79		—		58,302		44,694			—		(5,929	)		(1,429	)		95,717
Net Income		—			—		—		—		—		2,199			—		—			—			2,199
Restricted stock awards		22,378			—		—		—		—		—			—		—			—			—
Net change in unrealized gain (losses) on securities available for sale, net of taxes of $2,446		—			—		—		—		—		—			—		—			4,749			4,749
Net change in unrealized gain (losses)on derivatives, net of taxes of ($122)		—			—		—		—		—		—			—		—			237			237
Cash dividend to common stockholders’ ($0.16 per share)		—			—		—		—		—		(1,164	)		—		—			—			(1,164	)
Common stock repurchase		(298,999	)		—		—		—		—		—			—		(3,500	)		—			(3,500	)
Compensation expense, restricted stock awards		—			—		—		—		164		—			—		—			—			164
Balance December 31, 2014		7,171,282			—		79		—		58,466		45,729			—		(9,429	)		3,557			98,402

See accompanying notes to consolidated financial statements.

11

HopFed Bancorp, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

For the Years ended December 31, 2014, 2013 and 2012

(Dollars in Thousands)

	2014			2013			2012
Cash flows from operating activities:
Net income	$	2,199			3,762			4,069
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses		(2,273	)		1,604			2,275
Depreciation		1,336			1,502			1,587
Amortization of intangible assets		97			162			227
Amortization of investment premiums and discounts, net		2,076			2,561			3,327
Other than temporary impairment charge on available for sale securities		—			400			—
Expense (benefit) for deferred income taxes		(231	)		566			487
Compensation expense, restricted stock grants and options		164			115			99
Income from bank owned life insurance		(307	)		(354	)		(399	)
Gain on sale of securities available for sale		(578	)		(1,661	)		(1,671	)
Gain on sales of loans		(719	)		(634	)		(956	)
Loss on sale of commercial real estate loan		1,781			—			—
Loss on sale of premises and equipment		25			12			13
Proceeds from sales of loans		37,300			17,577			48,705
(Gain) loss on sale of foreclosed assets		208			140			266
Originations of loans sold		(32,835	)		(16,943	)		(47,749	)
(Increase) decrease in:
Accrued interest receivable		657			165			785
Other assets (increase)		1,513			171			(815	)
Increase (decrease) in accrued expenses and other liabilities		(277	)		170			(911	)
Net cash provided by operating activities		10,136			9,315			9,339
Cash flows from investing activities
Proceeds from sales, calls and maturities of securities available for sale		112,235			124,471			143,434
Purchase of securities available for sale		(91,257	)		(105,605	)		(114,253	)
Net (increase) decrease in loans		(1,908	)		(21,630	)		26,815
Proceeds from sale of foreclosed assets		1,118			908			2,738
Proceeds from bank owned life insurance		—			—			211
Purchase of premises and equipment		(1,168	)		(2,473	)		(726	)
Net cash provided by (used in) investing activities		19,020			(4,329	)		58,219

See accompanying notes to consolidated financial statements.

12

HopFed Bancorp, Inc. and Subsidiaries

Consolidated Statements of Cash Flows, Continued

For the Years ended December 31, 2014, 2013 and 2012

(Dollars in Thousands)

	2014			2013			2012
Cash flows from financing activities:
Net increase (decrease) in deposits	($	31,689	)		3,132			(40,230	)
Increase (decrease) in advance payments by borrowers for taxes and insurance		(8	)		125			243
Advances from Federal Home Loan Bank		57,000			23,000			3,000
Repayment of advances from Federal Home Loan Bank		(69,780	)		(19,961	)		(22,578	)
Increase in repurchase agreements		4,599			9,251			428
Repurchase of preferred stock		—			—			(18,400	)
Repurchase of common stock		(3,500	)		(853	)		—
Repurchase of common stock warrant		—			(257	)		—
Dividends paid on preferred stock		—			—			(1,007	)
Dividends paid on common stock		(1,187	)		(751	)		(598	)
Net cash provided by (used in) financing activities		(44,565	)		13,686			(79,142	)
Increase (decrease) in cash and cash equivalents		(15,409	)		18,672			(11,584	)
Cash and cash equivalents, beginning of period		55,848			37,176			48,760
Cash and cash equivalents, end of period	$	40,439			55,848			37,176
Supplemental disclosures of cash flow information:
Interest paid	$	8,977			10,840			15,331
Income taxes paid (refund)	($	718	)		(487	)		1,990
Supplemental disclosures of non-cash investing and financing activities:
Loans charged off	$	1,232			4,444			3,684
Loan transferred to held for sale	$	6,987			—			—
Foreclosures and in substance foreclosures of loans during year	$	1,579			1,379			2,285
Net unrealized gains (losses) on investment securities classified as available for sale	$	7,195			(17,273	)		3,400
Increase (decrease) in deferred tax asset related to unrealized gain (losses) on investments	($	2,446	)		5,873			(1,156	)
Dividends declared and payable	$	301			325			180
Issue of unearned restricted stock	$	260			232			74

See accompanying notes to consolidated financial statements.

13

HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2014, 2013 and 2012

(1) Summary of Significant Accounting Policies:

Nature of Operations and Customer Concentration

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 it’s 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 retail banking 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 the applicable limits by the Federal Deposit Insurance Corporation (FDIC).

As part of the enactment of the Dodd-Frank Financial Reform Act of 2010, the Corporation and Bank’s former regulator, the Office of Thrift Supervision, was eliminated on July 21, 2011. Prior to June 5, 2013, the Bank was subject to comprehensive regulation, examination and supervision by the Office of Comptroller of the Currency (OCC) and the FDIC. After June 5, 2013, the Bank’s legal name was changed to Heritage Bank USA, Inc. and the Bank was granted a Kentucky commercial bank charter and is now supervised by the Kentucky Department of Financial Institutions (“KDFI”) and the Federal Deposit Insurance Corporation (“FDIC”). Supervision of the Corporation continues to be conducted by the Federal Reserve Bank of Saint Louis (“FED”).

A substantial portion of the Bank’s loans are secured by real estate in the western Kentucky and middle and west Tennessee markets. In addition, foreclosed real estate is located in this same market. Accordingly, the ultimate ability to collect on 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.

Principles of Consolidation

The consolidated financial statements include the accounts of the Corporation, the Bank and its wholly-owned subsidiary Fall & Fall Insurance (collectively the Company) for all periods. The Company sold all significant assets of Fall & Fall on December 31, 2013, to an unrelated third party. Significant inter-company balances and transactions have been eliminated in consolidation.

Accounting

The accounting and reporting policies of the Company are in accordance with accounting principles generally accepted in the United States of America and conform to general practices in the banking industry.

14

HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2014, 2013 and 2012

(1) Summary of Significant Accounting Policies: (Continued)

Accounting, (Continued)

The Company determines whether it has a controlling financial interest in an entity by first evaluating whether the entity is a voting interest entity or a variable interest entity (VIE) under accounting principles generally accepted in the United States. Voting interest entities in which the total equity investment is a risk is sufficient to enable the entity to finance itself independently and provides the equity holders with the obligation to absorb losses, the right to receive residual returns and the right to make decision about the entity’s activities. The Company consolidates voting interest entities in which it has all, or at least a majority of, the voting interest. As defined in applicable accounting standards, VIE’s are entities in which it has all, or at least a majority of, the voting interest. A controlling financial interest in a VIE is present when an enterprise has both the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and an obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. The subsidiaries, HopFed Capital Trust I and Fort Webb LP, LLC are VIEs for which the Company is not the primary beneficiary. Accordingly, these accounts are not included in the Company’s consolidated financial statements.

The Company has evaluated subsequent events for potential impact and disclosure through the issue date of these consolidated financial statements.

Estimates

In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated balance sheets and revenues and expenses for each year. Actual results could differ significantly from those estimates. Material estimates that are particularly susceptible to significant change relate to the determination of the allowance for loan losses and the valuation of real estate acquired in connection with foreclosures or in satisfaction of loans. In connection with the determination of the allowances for loan losses and foreclosed real estate, management obtains independent appraisals for significant collateral.

Cash and Cash Equivalents

Cash and cash equivalents are defined as cash on hand, amounts due on demand from commercial banks, interest-earning deposits in other financial institutions and federal funds sold with maturities of three months or less.

Securities

The Company reports debt, readily-marketable equity, mortgage-backed and mortgage related securities in one of the following categories: (i) “trading” (held for current resale) which are to be reported at fair value, with unrealized gains and losses included in earnings; and (ii) “available for sale” (all other debt, equity, mortgage-backed and mortgage related securities) which are to be reported at fair value, with unrealized gains and losses reported net of tax as a separate component of stockholders’ equity. At the time of new security purchases, a determination is made as to the appropriate classification. Realized and unrealized gains and losses on trading securities are included in net income. Unrealized gains and losses on securities available for sale are recognized as direct increases or decreases in stockholders’ equity, net of any tax effect. Cost of securities sold is recognized using the specific identification method.

15

HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2014, 2013 and 2012

(1) Summary of Significant Accounting Policies: (Continued)

Securities, (Continued)

Interest income on securities is recognized as earned. The Company purchases many agency bonds at either a premium or discount to its par value. Premiums and discounts on agency bonds are amortized using the net interest method. For callable bonds purchased at a premium, the premium is amortized to the first call date. If the bond is not called on that date, the premium is fully amortized and the Company recognizes an increase in the net yield of the investment. The Company has determined that callable bonds purchased at a premium have a high likelihood of being called, and the decision to amortize premiums to their first call is a more conservative method of recognizing income and any variance from amortizing to contractual maturity is not material to the consolidated financial statements. For agency bonds purchased at a discount, the discount is accreted to the final maturity date. For callable bonds purchased at discount and called before maturity, the Company recognizes a gain on the sale of securities. The Company amortizes premiums and accretes discounts on mortgage back securities and collateralized mortgage obligations based on the securities three month average prepayment speed.

Other Than Temporary Impairment

A decline in the fair value of any available-for-sale security below cost that is deemed to be other-than-temporary results in a reduction in the carrying amount to fair value. To determine whether impairment is other-than-temporary, management considers whether the entity expects to recover the entire amortized cost basis of the security by reviewing the present value of the future cash flows associated with the security. The shortfall of the present value of the cash flows expected to be collected in relation to the amortized cost basis is referred to as a credit loss. If a credit loss is identified, management then considers whether it is more-likely-than-not that the Company will be required to sell the security prior to recovery. If management concludes that it is not more-likely-than-not that it will be required to sell the security, then the security is not other-than-temporarily impaired and the shortfall is recorded as a component of equity. If the security is determined to be other-than-temporarily impaired, the credit loss is recognized as a charge to earnings and a new cost basis for the security is established.

Other Securities

Other securities which are not actively traded and may be restricted, such as Federal Home Loan Bank (FHLB) stock are recognized at cost, as the value is not considered impaired.

Loans Receivable

Loans receivable are stated at unpaid principal balances, less the allowance for loan losses and deferred loan cost. The Statement of Financial Accounting Standards ASC 310-20, Nonrefundable Fees and Other Costs Associated with Originating or Acquiring Loans and Initial Direct Costs of Leases, requires the recognition of loan origination fee income over the life of the loan and the recognition of certain direct loan origination costs over the life of the loan.

16

HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2014, 2013 and 2012

(1) Summary of Significant Accounting Policies: (Continued)

Loans Receivable, (Continued)

Uncollectible interest on loans that are contractually past due is charged off, or an allowance is established based on management’s periodic evaluation. The Company charges off loans after, in management’s opinion, the collection of all or a large portion of the principal or interest is not collectable. The allowance is established by a charge to interest income equal to all interest previously accrued, and income is subsequently recognized only to the extent that cash payments are received while the loan is classified as non-accrual, when the loan is ninety days past due. Loans may be returned to accrual status when all principal and interest amounts contractually due (including arrearages) are reasonably assured of repayment within an acceptable period of time, and there is a sustained period of repayment performance by the borrower in accordance with the contractual terms of interest and principal.

The Company provides an allowance for loan losses and includes in operating expenses a provision for loan losses determined by management. Management’s periodic evaluation of the adequacy of the allowance is based on the Company’s past loan loss experience, known and inherent risks in the portfolio, adverse situations that may affect the borrower’s ability to repay, the estimated value of any underlying collateral, and current economic conditions. Management’s estimate of the adequacy of the allowance for loan loss can be classified as either a reserve for currently classified loans or estimates of future losses in the current loan portfolio.

Loans are considered to be impaired when, in management’s judgment, principal or interest is not collectible according to the contractual terms of the loan agreement. When conducting loan evaluations, management considers various factors such as historical loan performance, the financial condition of the borrower and adequacy of collateral to determine if a loan is impaired. Impaired loans and loans classified as Troubled Debt Restructurings (“TDR’s”) may be classified as either substandard or doubtful and reserved for based on individual loans risk for loss. Loans not considered impaired may be classified as either special mention or watch and may have an allowance established for it. Typically, unimpaired classified loans exhibit some form of weakness in either industry trends, collateral, or cash flow that result in a default risk greater than that of the Company’s typical loan. All classified amounts include all unpaid interest and fees as well as the principal balance outstanding.

The measurement of impaired loans generally may be based on the present value of future cash flows discounted at the historical effective interest rate. However, the majority of the Company’s problem loans become collateral dependent at the time they are judged to be impaired. Therefore, the measurement of impaired requires the Company to obtain a new appraisal to obtain the fair value of the collateral. The appraised value is then discounted to an estimated of the Company’s net realizable value, reducing the appraised value by the amount of holding and selling cost. When the measured amount of an impaired loan is less than the recorded investment in the loan, the impairment is recorded as a charge to income and a valuation allowance, which is included as a component of the allowance for loan losses. For loans not individually evaluated, management considers the Company’s recent charge off history, the Company’s current past due and non-accrual trends, banking industry trends and both local and national economic conditions when making an estimate as to the amount to reserve for losses. Management believes it has established the allowance in accordance with accounting principles generally accepted in the United States of America and has taken into account the views of its regulators and the current economic environment.

17

HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2014, 2013 and 2012

(1) Summary of Significant Accounting Policies: (Continued)

Fixed Rate Mortgage Originations

The Company operates a mortgage division that originates mortgage loans in the name of assorted investors, including Federal Home Loan Mortgage Corporation (Freddie Mac). Originations for Freddie Mac are sold through the Bank while originations to other investors are processed for a fee. On a limited basis, loans sold to Freddie Mac may result in the Bank retaining loan servicing rights. In recent years, customers have chosen lower origination rates over having their loan locally serviced; thereby limiting the amount of new loans sold with servicing retained. At December 31, 2014, the Bank maintained a servicing portfolio of one to four family real estate loans of approximately $25.0 million. For the years ended December 31, 2014, December 31, 2013, and December 31, 2012, the Bank has reviewed the value of the servicing asset as well as the operational cost associated with servicing the portfolio. The Bank has determined that the values of its servicing rights are not material to the Company’s consolidated financial statements.

Real Estate and Other Assets Owned

Assets acquired through, or in lieu of, loan foreclosure or repossession carried at the lower of cost or fair value less selling expenses. Costs of improving the assets are capitalized, whereas costs relating to holding the property are expensed. Management conducts periodic valuations (no less than annually) and any adjustments to value are recognized in the current period’s operations.

Brokered Deposits

The Company may choose to attract deposits from several sources, including using outside brokers to assist in obtaining time deposits using national distribution channels. Brokered deposits offer the Company an alternative to Federal Home Loan Bank advances and local retail time deposits.

Repurchase Agreements

The Company sells investments from its portfolio to business and municipal customers with a written agreement to repurchase those investments on the next business day. The repurchase product gives business customers the opportunity to earn income on liquid cash reserves. These funds are overnight borrowings of the Company secured by Company assets and are not FDIC insured.

Revenue Recognition

Mortgage loans held for sale are generally delivered to secondary market investors under best efforts sales commitments entered into prior to the closing of the individual loan. Loan sales and related gains or losses are recognized at settlement. Loan fees earned for the servicing of secondary market loans are recognized as earned.

Interest income on loans receivable is reported on the interest method. Interest income is not reported when full loan repayment is in doubt, typically when the loan is impaired, placed in non-accrual status, or payments are past due more than 90 days. Interest earned as reported as income is reversed on any loans classified as non-accrual or past due more than 90 days. Interest may continue to accrue on loans over 90 days past due if they are well secured and in the process of collection.

18

HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2014, 2013 and 2012

(1) Summary of Significant Accounting Policies: (Continued)

Income Taxes

Income taxes are accounted for through the use of the asset and liability method. Under the asset and liability method, deferred taxes are recognized for the tax consequences of temporary differences by applying enacted statutory rates applicable to future years to differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities. The effect on deferred taxes of a change in tax rates would be recognized in income in the period that includes the enactment date. The Company files its federal and Kentucky income tax returns as well as its Kentucky and Tennessee franchise and excise tax returns on a consolidated basis with its subsidiaries. All taxes are accrued on a separate entity basis.

Operating Segments

The Company’s continuing operations include one primary segment, retail banking. The retail banking segment involves the origination of commercial, residential and consumer loans as well as the collections of deposits in eighteen branch offices.

Premises and Equipment

Land, land improvements, buildings, and furniture and equipment are carried at cost, less accumulated depreciation and amortization. Buildings and land improvements are depreciated generally by the straight-line method, and furniture and equipment are depreciated under various methods over the estimated useful lives of the assets. The Company capitalizes interest expense on construction in process at a rate equal to the Company’s cost of funds. The estimated useful lives used to compute depreciation are as follows:

Land improvements	5-15 years
Buildings	40 years
Furniture and equipment	5-15 years

Intangible Assets

The core deposit intangible asset related to the middle Tennessee acquisition of June 2006 is amortized using the sum of the year’s digits method over an estimated period of nine years. The Company periodically evaluates the recoverability of the intangible assets and takes into account events or circumstances that warrant a revised estimate of the useful lives or indicates that impairment exists.

Bank Owned Life Insurance

Bank owned life insurance policies (BOLI) are recorded at the cash surrender value or the amount to be realized upon current redemption. The realization of the redemption value is evaluated for each insuring entity that holds insurance contracts annually by management.

19

HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2014, 2013 and 2012

(1) Summary of Significant Accounting Policies: (Continued)

Advertising

The Company expenses the production cost of advertising as incurred.

Financial Instruments

The Company has entered into off-balance-sheet financial instruments consisting of commitments to extend credit and commercial letters of credit. Such financial instruments are recorded in the consolidated financial statements when they are funded or related fees are incurred or received.

Derivative Instruments

Under guidelines ASC 815, Accounting for Derivative Instruments and Hedging Activities, as amended, all derivative instruments are required to be carried at fair value on the consolidated balance sheet. ASC 815 provides special hedge accounting provisions, which permit the change in fair value of the hedge item related to the risk being hedged to be recognized in earnings in the same period and in the same income statement line as the change in the fair value of the derivative.

A derivative instrument designated in a hedge relationship to mitigate exposure to changes in the fair value of an asset, liability or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges under ASC 815. Derivative instruments designated in a hedge relationship to mitigate exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Cash value hedges are accounted for by recording the fair value of the derivative instrument and the fair value related to the risk being hedged of the hedged asset or liability on the consolidated balance sheet with corresponding offsets recorded in the consolidated balance sheet. The adjustment to the hedged asset or liability is included in the basis of the hedged item, while the fair value of the derivative is recorded as a freestanding asset or liability. Actual cash receipts or payments and related amounts accrued during the period on derivatives included in a fair value hedge relationship are recorded as adjustments to the income or expense recorded on the hedged asset or liability.

Under both the fair value and cash flow hedge methods, derivative gains and losses not effective in hedging the change in fair value or expected cash flows of the hedged item are recognized immediately in the income statement. At the hedge’s inception and at least quarterly thereafter, a formal assessment is performed to determine whether changes in the fair values or cash flows of the derivative instrument has been highly effective in offsetting changes in the fair values or cash flows of the hedged items and whether they are expected to be highly effective in the future. If it is determined a derivative instrument has not been, or will not continue to be highly effective as a hedge, hedged accounting is discontinued. ASC 815 basis adjustments recorded on hedged assets and liabilities are amortized over the remaining life of the hedged item beginning no later than when hedge accounting ceases. There were no fair value hedging gains or losses, as a result of hedge ineffectiveness, recognized for the years ended December 31, 2014, 2013 and 2012.

20

HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2014, 2013 and 2012

(1) Summary of Significant Accounting Policies: (Continued)

Fair Values of Financial Instruments

ASC 825, Disclosures about Fair Value of Financial Instruments, requires disclosure of fair value information about financial instruments, whether or not recognized in the consolidated balance sheets for which it is practicable to estimate that value. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. In that regard, the derived fair value estimates cannot be substantiated by comparison to independent markets and, in many cases, could not be realized in immediate settlement of the instruments. Fair value estimates are made at a point in time, based on relevant market information and information about the financial instrument. Accordingly, such estimates involve uncertainties and matters of judgment and therefore cannot be determined with precision. ASC 825 excludes certain financial instruments and all non-financial instruments from its disclosure requirements. Accordingly, the aggregate fair value amounts presented do not represent the underlying value of the Company.

The following are the more significant methods and assumptions used by the Company in estimating its fair value disclosures for financial instruments:

Cash and cash equivalents

The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents approximate those assets’ fair values, because they mature within 90 days or less and do not present credit risk concerns.

Interest earning deposits

The carrying amounts reported in the consolidated balance sheets for interest earning deposits approximate those assets’ fair values, because they are considered overnight deposits and may be withdrawn at any time without penalty and do not present credit risk concerns.

Available-for-sale securities

Fair values for investment securities available-for-sale are based on quoted market prices, where available. If quoted market prices are not available, fair values are based on quoted market prices of comparable instruments provided by a third party pricing service. The Company reviews all securities in which the book value is greater than the market value for impairment that is other than temporary. For securities deemed to be other than temporarily impaired, the Company reduces the book value of the security to its market value by recognizing an impairment charge on its income statement.

Loans receivable

The fair values for of fixed-rate loans and variable rate loans that re-price on an infrequent basis is estimated using discounted cash flow analysis which considers future re-pricing dates and estimated repayment dates, and further using interest rates currently being offered for loans of similar type, terms to borrowers of similar credit quality. Loan fair value estimates include judgments regarding future expected loss experience and risk characteristics. The estimated fair value of variable-rate loans that re-price frequently and with have no significant change in credit risk is approximately the carrying value of the loan.

21

HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2014, 2013 and 2012

(1) Summary of Significant Accounting Policies: (Continued)

Fair Values of Financial Instruments, (Continued)

Letters of credit

The fair value of standby letters of credit is estimated using the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements, the likelihood of the counter parties drawing on such financial instruments and the present creditworthiness of such counter parties. Such commitments have been made on terms which are competitive in the markets in which the Company operates, thus, the fair value of standby letters of credit equals the carrying value for the purposes of this disclosure.

Accrued interest receivable

Fair value is estimated to approximate the carrying amount because such amounts are expected to be received within 90 days or less and any credit concerns have been previously considered in the carrying value.

Repurchase agreements

Overnight repurchase agreements have a fair value at book, given that they mature overnight. The fair values for of longer date repurchase agreements is estimated using discounted cash flow analysis which considers the current market pricing for repurchase agreements of similar final maturities and collateral requirements.

Bank owned life insurance

The fair value of bank owned life insurance is the cash surrender value of the policy less redemption charges. By surrendering the policy, the Company is also subject to federal income taxes on all earnings previously recognized.

Deposits

The fair values disclosed for deposits with no stated maturity such as demand deposits, interest-bearing checking accounts and savings accounts are, by definition, equal to the amount payable on demand at the reporting date (that is, their carrying amounts). The fair values for certificates of deposit and other fixed maturity time deposits are estimated using a discounted cash flow calculation that applies interest rates currently being offered on such type accounts or similar accounts to a schedule of aggregated contractual maturities or similar maturities on such time deposits.

Advances from the Federal Home Loan Bank (FHLB)

The fair value of these advances is estimated by discounting the future cash flows of these advances using the current rates at which similar advances or similar financial instruments could be obtained.

FHLB stock

The fair value of FHLB stock is recognized at cost.

22

HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2014, 2013 and 2012

(1) Summary of Significant Accounting Policies: (Continued)

Fair Values of Financial Instruments, (Continued)

Subordinated debentures

The book value of subordinated debentures is cost. The subordinated debentures re-price quarterly at a rate equal to three month libor plus 3.10%.

Off-Balance-Sheet Instruments

Off-balance-sheet lending commitments approximate their fair values due to the short period of time before the commitment expires.

Dividend Restrictions

The Company is not permitted to pay a dividend to common shareholders if it fails to make a quarterly interest payment to the holders of the Company’s subordinated debentures. Furthermore, the Bank may be restricted in the payment of dividends to the Corporation by the KDFI or FDIC. Any restrictions imposed by either regulator would effectively limit the Company’s ability to pay a dividend to its common stockholders as discussed in Note 17. At December 31, 2013, there were no such restrictions. At December 31, 2014, the Corporation has $2.9 million in cash on hand available to pay common dividends and repurchase common share as outlined in Note 20. At December 31, 2014, the Bank may not pay an additional cash dividend to the Company without regulatory approval.

23

HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2014, 2013 and 2012

(1) Summary of Significant Accounting Policies: (Continued)

Earnings Per Share

Earnings per share (EPS) consists of two separate components, basic EPS and diluted EPS. Basic EPS is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding for each period presented. Diluted EPS is calculated by dividing net income available to common shareholders by the weighted average number of common shares outstanding plus dilutive common stock equivalents (CSE). CSE consists of dilutive stock options granted through the Company’s stock option plan. Restricted stock awards represent future compensation expense and are dilutive. Common stock equivalents which are considered anti-dilutive are not included for the purposes of this calculation. Common stock warrants issued in December 2008 and all stock options outstanding are currently anti-dilutive and are not included for the purposes of this calculation.

Both EPS and diluted EPS are reduced by the amount of dividend payments on preferred stock and the accretion of the discount on the preferred stock. The Company repurchased all preferred shares in December of 2012. The effect of the Company’s dividend payment on preferred stock and accretion of the preferred stock is as provided for the year ended December 31, 2012:

	2012
Dividend on preferred shares	$	1,006,886
Accretion dividend on preferred shares		222,360
Total cost of preferred stock	$	1,229,246
Reduction in earnings per share to common stockholders:
Basic	$	0.16
Fully diluted	$	0.16
Weighted average shares outstanding -basic		7,486,445
Weighted average shares outstanding -diluted		7,486,445

Stock Compensation

The Company utilized the Black-Sholes valuation model to determine the fair value of stock options on the date of grant. The model derives the fair value of stock options based on certain assumptions related to the expected stock prices volatility, expected option life, risk-free rate of return and the dividend yield of the stock. The expected life of options granted is estimated based on historical employee exercise behavior. The risk free rate of return coincides with the expected life of the options and is based on the ten year Treasury note rate at the time the options are issued. The historical volatility levels of the Company’s common stock are used to estimate the expected stock price volatility. The set dividend yield is used to estimate the expected dividend yield of the stock.

24

HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2014, 2013 and 2012

(1) Summary of Significant Accounting Policies: (Continued)

Effect of New Accounting Pronouncements

In January 2014, the FASB issued ASU No. 2014-04, Receivables-Troubled Debt Restructurings by Creditors (Subtopic 310-40): Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure. These amendments are intended to clarify when a creditor should be considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan such that the loan should be derecognized and the real estate recognized. The amendments clarify that an in substance repossession or foreclosure occurs, and a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan, upon either: (1) the creditor obtaining legal title to the residential real estate property upon completion of residential foreclosure, or (2) the borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar legal agreement. Additional disclosures about such activities are required by these amendments. The amendments in this ASU become effective for public companies for annual periods and interim periods within those annual periods beginning after December 15, 2014, and early adoption is permitted. The Company is assessing the impact that these amendments will have on its financial position and results of operations, but does not currently anticipate that it will have a material impact.

On June 12, 2014, the FASB issued ASU 2014-11, which makes limited amendments to the guidance in ASC 860 on accounting for certain repurchase agreements (“repos”). ASU 2014-11 requires entities to account for repurchase-to-maturity transactions as secured borrowings (rather than as sales with forward repurchase agreements), (2) eliminates accounting guidance on linked repurchase financing transactions, and (3) expands disclosure requirements related to certain transfers of financial assets that are accounted for as sales and certain transfers (specifically, repos, securities lending transactions, and repurchase-to-maturity transactions) accounted for as secured borrowings.

ASU 2014-11 also amends ASC 860 to clarify that repos and securities lending transactions that do not meet all of the de-recognition criteria in ASC 860-10-40-5 should be accounted for as secured borrowings. In addition, the ASU provides examples of repurchase and securities lending arrangements that illustrate whether a transferor has maintained effective control over the transferred financial assets. For public business entities, the accounting changes are effective for the first interim or annual period beginning after December 15, 2014. The Company is assessing the impact that these amendments will have on its financial position and results of operations.

25

HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2014, 2013 and 2012

(1) Summary of Significant Accounting Policies: (Continued)

Effect of New Accounting Pronouncements (Continued)

ASU 2013-10, “Derivatives and Hedging (Topic 815) – Inclusion of the Fed Funds Effective Swap Rate (or Overnight Index Swap Rate) as a Benchmark Interest Rate for Hedge Accounting Purposes.” ASU 2013-10 permits the Fed Funds Effective Swap Rate (or Overnight Index Swap Rate) to be used as a U.S. benchmark interest rate for hedge accounting purposes under Topic 815, in addition to interest rates on direct Treasury obligations of the U.S. government and the London Interbank Offered Rate (“LIBOR”). ASU 2013-10 became effective for qualifying new or re-designated hedging relationships entered into on or after July 17, 2013, and did not have a significant impact on the Company’s consolidated financial position or results of operations.

ASU 2015-01, “Income Statement—Extraordinary and Unusual Items (Subtopic 225-20) – Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items.” ASU 2015-01 eliminates from U.S. GAAP the concept of extraordinary items, which, among other things, required an entity to segregate extraordinary items considered to be unusual and infrequent from the results of ordinary operations and show the item separately in the income statement, net of tax, after income from continuing operations. ASU 2015-01 is effective for the Corporation beginning January 1, 2016, though early adoption is permitted. ASU 2015-01 is not expected to have a significant impact on the Company’s consolidated financial position or results of operations.

Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies are not expected to have a material impact on the Company’s financial position, results of operations or cash flows.

Reclassifications

Certain items in prior financial statements have been reclassified to conform to the current presentation.

26

HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2014, 2013 and 2012

(Table Amounts in Thousands)

(2) Securities:

Securities, which consist of debt and equity investments, have been classified in the consolidated balance sheets according to management’s intent. The carrying amount of securities and their estimated fair values follow:

	December 31, 2014
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
Restricted:
FHLB stock	$	4,428		—		—			4,428
Available for Sale:
U.S. Treasury securities	$	3,977		3		—			3,980
U.S. Agency securities:		101,654		2,125		(527	)		103,252
Tax free municipal bonds		57,399		3,814		(166	)		61,047
Taxable municipal bonds		11,871		235		(63	)		12,043
Trust preferred securities		1,600		—		(111	)		1,489
Commercial bonds		2,000		7		—			2,007
Mortgage-backed securities:
GNMA		27,535		670		(122	)		28,083
FNMA		50,617		694		(536	)		50,775
FHLMC		3,276		38		—			3,314
SLMA CMOs		9,895		—		(252	)		9,643
AGENCY CMOs		28,024		176		(205	)		27,995
	$	297,848		7,762		(1,982	)		303,628

27

HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2014, 2013 and 2012

(Table Amounts in Thousands)

(2) Securities: (Continued)

	December 31, 2013
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
Restricted:
FHLB stock	$	4,428		—		—			4,428
Available for Sale:
U.S. government and agency securities:	$	120,608		1,856		(2,441	)		120,023
Tax free municipal bonds		64,291		2,066		(898	)		65,459
Taxable municipal bonds		18,337		458		(738	)		18,057
Trust preferred securities		1,600		—		(111	)		1,489
Commercial bonds		2,000		—		(16	)		1,984
Mortgage-backed securities:
GNMA		17,327		590		(142	)		17,775
FNMA		70,104		526		(1,938	)		68,692
FHLMC		1,301		35		—			1,336
SLMA CMOs		8,459		—		(374	)		8,085
AGENCY CMOs		16,296		134		(420	)		16,010
	$	320,323		5,665		(7,078	)		318,910

The scheduled maturities of debt securities available for sale at December 31, 2014, were as follows:

	Amortized Cost		Estimated Fair Value
2014
Due within one year	$	4,830		4,927
Due in one to five years		21,564		21,818
Due in five to ten years		41,683		42,613
Due after ten years		33,119		35,380
		101,196		104,738
Amortizing agency bonds		77,305		79,080
Mortgage-backed securities		119,347		119,810
Total unrestricted securities available for sale	$	297,848		303,628

28

HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2014, 2013 and 2012

(Table Amounts in Thousands)

(2) Securities: (Continued)

The scheduled maturities of debt securities available for sale at December 31, 2013, were as follows:

2013	Amortized Cost		Estimated Fair Value
Due within one year	$	501		505
Due in one to five years		12,630		12,954
Due in five to ten years		38,192		37,364
Due after ten years		49,284		49,314
		100,607		100,137
Amortizing agency bonds		106,229		106,875
Mortgage-backed securities		113,487		111,898
Total unrestricted securities available for sale	$	320,323		318,910

The FHLB stock is an equity interest in the Federal Home Loan Bank. FHLB stock does not have a readily determinable fair value because ownership is restricted and a market is lacking. FHLB stock is classified as a restricted investment security, carried at cost and evaluated for impairment.

The estimated fair value and unrealized loss amounts of temporarily impaired investments as of December 31, 2014, are as follows:

	Less than 12 months					12 months or longer					Total
December 31, 2014	Estimated		Unrealized			Estimated		Unrealized			Estimated		Unrealized
	Fair Value		Losses			Fair Value		Losses			Fair Value		Losses
Available for sale
U.S. government and agency securities:
Agency debt securities	$	14,021		(20	)		29,156		(507	)		43,177		(527	)
Taxable municipals		—		—			4,785		(63	)		4,785		(63	)
Tax free municipals		—		—			6,647		(166	)		6,647		(166	)
Trust preferred securities		—		—			1,489		(111	)		1,489		(111	)
Mortgage-backed securities:
GNMA		12,568		(108	)		2,895		(14	)		15,463		(122	)
FNMA		—		—			18,927		(536	)		18,927		(536	)
SLMA CMOs		1,923		(14	)		7,720		(238	)		9,643		(252	)
AGENCY CMOs		9,545		(91	)		7,685		(114	)		17,230		(205	)
Total Available for Sale	$	38,057		(233	)		79,304		(1,749	)		117,361		(1,982	)

29

HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2014, 2013 and 2012

(Table Amounts in Thousands)

(2) Securities: (Continued)

The estimated fair value and unrealized loss amounts of temporarily impaired investments as of December 31, 2013, are as follows:

	Less than 12 months					12 months or longer					Total
December 31, 2013	Estimated		Unrealized			Estimated		Unrealized			Estimated		Unrealized
	Fair Value		Losses			Fair Value		Losses			Fair Value		Losses
Available for sale
U.S. government and agency securities:
Agency debt securities	$	44,968		(2,107	)		6,793		(334	)		51,761		(2,441	)
Taxable municipals		7,903		(660	)		797		(78	)		8,700		(738	)
Tax free municipals		9,848		(692	)		3,720		(206	)		13,568		(898	)
Trust preferred securities		—		—			1,489		(111	)		1,489		(111	)
Commercial bonds		1,984		(16	)		—		—			1,984		(16	)
Mortgage-backed securities:
GNMA		5,320		(128	)		1,551		(14	)		6,871		(142	)
FNMA		42,464		(1,626	)		6,746		(312	)		49,210		(1,938	)
NON-AGENCY CMOs		5,224		(374	)		—		—			5,224		(374	)
AGENCY CMOs		7,031		(223	)		1,844		(197	)		8,875		(420	)
Total Available for Sale	$	124,742		(5,826	)		22,940		(1,252	)		147,682		(7,078	)

30

HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2014, 2013 and 2012

(2) Securities: (Continued)

Management evaluates securities for other-than-temporary impairment at least on a quarterly basis, and more frequently when economic or market concerns warrant such evaluations. Consideration is given to (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, and (3) the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value.

At December 31, 2014, the Company has 67 securities with unrealized losses. With the exception of a subordinated debenture discussed below, Management believes these unrealized losses relate to changes in interest rates and not credit quality. Management also believes the Company has the ability to hold these securities until maturity or for the foreseeable future and therefore no declines are deemed to be other than temporary.

The carrying value of the Company’s investment securities may decline in the future if the financial condition of issuers deteriorates and management determines it is probable that the Company will not recover the entire amortized cost bases of the securities. As a result, there is a risk that other-than-temporary impairment charges may occur in the future.

In June of 2008, the Company purchased $2.0 million par value of a private placement subordinated debenture issued by First Financial Services Corporation (“FFKY”), the holding Company for First Federal Savings Bank (“First Fed”). The debenture is a thirty year security with a coupon rate of 8.00%. FFKY is a NASDAQ listed commercial bank holding company located in Elizabethtown, Kentucky. In October of 2010, FFKY informed the owners of its subordinated trust, including the Company, that it was deferring the dividend payments for up to five years as prescribed by the trust.

At September 30, 2013, the Company recognized a $400,000 impairment charge due against this security. The impairment charge was recognized due to management’s financial analysis of the issuing institution and our opinion that it would be unable to make dividend payments after the five year extension expired. The current par value of the security is $1.6 million, which reflects the impairment charge taken. At December 31, 2014, the Company has determined that our Company’s investment in FFKY remained impaired.

31

HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2014, 2013 and 2012

(2) Securities: (Continued)

During 2014, the Company sold investment securities classified as available for sale for proceeds of $75.3 million resulting in gross gains of $788,000 and gross losses of $210,000. During 2013, the Company sold investment securities classified as available for sale for proceeds of $68.5 million resulting in gross gains of $1.7 million and gross losses of $33,000. During 2012, the Company sold investment securities classified as available for sale for proceeds of $69.0 million resulting in gross gains of $1.8 million and gross losses of $115,000.

As part of its normal course of business, the Bank holds significant balances of municipal and other deposits that require the Bank to pledge investment instruments as collateral. At December 31, 2014, the Bank pledged investments with a book value of $181.8 million and a market value of approximately $192.8 million to various municipal entities as required by law. In addition, the Bank has provided $11.0 million of letters of credit issued by the Federal Home Loan Bank of Cincinnati to collateralize municipal deposits. The collateral for these letters of credit are the Bank’s one to four family loan portfolio.

32

HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2014, 2013 and 2012

(Table Amounts in Thousands, Except Percentages)

(3) Loans Receivable, Net:

The components of loans receivable in the consolidated balance sheets as of December 31, 2014, and December 31, 2013, were as follows:

	December 31, 2014						December 31, 2013
	Amount			Percent			Amount			Percent
Real estate loans:
One-to-four family (closed end) first mortgages	$	150,551			27.6	%		155,252			28.1	%
Second mortgages (closed end)		2,102			0.4	%		3,248			0.6	%
Home equity lines of credit		34,238			6.3	%		34,103			6.2	%
Multi-family		25,991			4.8	%		29,736			5.4	%
Construction		24,241			4.4	%		10,618			1.9	%
Land		26,654			4.9	%		34,681			6.3	%
Farmland		42,874			7.8	%		51,868			9.4	%
Non-residential real estate		150,596			27.6	%		157,692			28.5	%
Total mortgage loans		457,247			83.8	%		477,198			86.4	%
Consumer loans		14,438			2.6	%		11,167			2.0	%
Commercial loans		74,154			13.6	%		64,041			11.6	%
Total other loans		88,592			16.2	%		75,208			13.6	%
Total loans, gross		545,839			100.0	%		552,406			100.0	%
Deferred loan cost, net of fees		(286	)					(92	)
Less allowance for loan losses		(6,289	)					(8,682	)
Total loans	$	539,264						543,632

The Company continues to reduce its land development loan portfolio exposure. The land development portfolio continues to be plagued by higher levels of loan losses, adverse risk classifications and regulatory scrutiny. At December 31, 2014, the Company has approximately $26.7 million land development loans, with $10.8 million, or 40.6% of the land development portfolio, being classified as substandard. At December 31, 2014, the Company has $37.4 million of total loans classified as substandard.

33

HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2014, 2013 and 2012

(3) Loans Receivable, Net: (Continued)

Loans serviced for the benefit of others totaled approximately $30.4 million, $32.6 million and $40.3 million at December 31, 2014, 2013 and 2012, respectively. At December 31, 2014, approximately $25.0 million of the $30.4 million in loans serviced by the Company are serviced for the benefit of Freddie Mac. Servicing loans for others generally consists of collecting mortgage payments, maintaining escrow amounts, disbursing payments to investors and foreclosure processing. The servicing rights associated with these loans are not material to the Company’s consolidated financial statements. Qualified one-to-four family first mortgage loans, non-residential real estate loans, multi-family loans and commercial real estate loans are pledged to the Federal Home Loan Bank of Cincinnati as discussed in Note 7.

The Company originates most fixed rate loans for immediate sale to FHLMC or other investors. Generally, the sale of such loans is arranged shortly after the loan application is tentatively approved through commitments.

The Company conducts annual reviews on all loan relationships above $1.0 million to ascertain the borrowers continued ability to service their debt as agreed. In addition to the credit relationships mentioned above, management may classify any credit relationship once it becomes aware of adverse credit trends for that customer. Typically, the annual review consists of updated financial statements for borrowers and any guarantors, a review of the borrower’s credit history with the Company and other creditors, and current income tax information. As a result of this review, management will classify loans based on their credit risk. Additionally, the Company provides a risk grade for all loans past due more than sixty days.

The Company uses the following risk definitions for risk grades:

Satisfactory loans of average strength having some deficiency or vulnerability to changing economic or industry conditions. These customers should have reasonable amount of capital and operating ratios. Secured loans may lack in margin or liquidity. Loans to individuals, perhaps supported in dollars of net worth, but with supporting assets may be difficult to liquidate.

Watch loans are acceptable credits: (1) that need continual monitoring, such as out-of territory or asset-based loans (since the Company does not have an asset-based lending department), or (2) with a marginal risk level to business concerns and individuals that; (a) have exhibited favorable performance in the past, though currently experiencing negative trends; (b) are in an industry that is experiencing volatility or is declining, and their performance is less than industry norms; and (c) are experiencing unfavorable trends in their financial position, such as one-time net losses or declines in asset values. These marginal borrowers may have early warning signs of problems such as occasional overdrafts and minor delinquency.

34

HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2014, 2013 and 2012

(3) Loans Receivable, Net: (Continued)

If considered marginal, a loan would be a “watch” until financial data demonstrated improved performance or further deterioration to a “substandard” grade usually within a 12-month period. In the table on page 38, Watch loans are included with satisfactory loans and classified as Pass.

Other Loans Especially Mentioned are currently protected but are potentially weak. These loans constitute an undue and unwarranted credit risk but not to the point of justifying a substandard classification. The credit risk may be relatively minor yet constitutes an unwarranted risk in light of the circumstances surrounding a specific loan. These credit weaknesses, if not checked or corrected, will weaken the loan or inadequately protect the Bank’s credit position at some future date.

A Substandard loan is inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. The loans are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected. This does not imply ultimate loss of the principal, but may involve burdensome administrative expenses and the accompanying cost to carry the credit. Examples of substandard loans include those to borrowers with insufficient or negative cash flow, negative net worth coupled with inadequate guarantor support, inadequate working capital, and/or significantly past-due loans and overdrafts.

A loan classified Doubtful has all the weaknesses inherent in a substandard credit except that the weaknesses make collection or liquidation in full (on the basis of currently existing facts, conditions, and values) highly questionable and improbable. The possibility of loss is extremely high, but because of certain pending factors charge-off is deferred until its more exact status may be determined. Pending factors include proposed merger, acquisition, or liquidation procedures, capital injection, perfecting liens on additional collateral, and refinancing plans. The doubtful classification is applied to that portion of the credit in which the full collection of principal and interest is questionable.

A loan is considered to be impaired when management determines that it is probable that the Company will be unable to collect all principal and interest payments due in accordance with the contractual terms of the loan agreement. The value of individually impaired loans is measured based on the present value of expected payments or using the fair value of the collateral if the loan is collateral dependent. Currently, it is management’s practice to classify all substandard or doubtful loans as impaired.

35

HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2014, 2013 and 2012

(3) Loans Receivable, Net: (Continued)

Loan Origination/Risk Management

The Company has certain lending policies and procedures in place that are designed to maximize loan income within an acceptable level of risk. Management reviews and approves these policies and procedures on a regular basis. A reporting system supplements the review process by providing management with frequent reports related to loan production, loan quality, concentrations of credit, loan delinquencies and non-performing and potential problem loans. Diversification in the loan portfolio is a means of managing risk associated with fluctuations in economic conditions.

Commercial and industrial loans are underwritten after evaluating and understanding the borrower’s ability to operate profitably and prudently expand its business. Underwriting standards are designed to promote relationship banking rather than transactional banking. Once it is determined that the borrower’s management possesses sound ethics and solid business acumen, the Company’s management examines current and projected cash flows to determine the ability of the borrower to repay their obligations as agreed. Commercial and industrial loans are primarily made based on the identified cash flows of the borrower and secondarily on the underlying collateral provided by the borrower. The cash flows of borrowers, however, may not be as expected and the collateral securing these loans may fluctuate in value. Most commercial and industrial loans are secured by the assets being financed or other business assets such as accounts receivable or inventory and may incorporate a personal guarantee; however, some short-term loans may be made on an unsecured basis. In the case of loans secured by accounts receivable, the availability of funds for the repayment of these loans may be substantially dependent on the ability of the borrower to collect amounts due from its customers.

Commercial real estate loans are subject to underwriting standards and processes similar to commercial and industrial loans, in addition to those of real estate loans. These loans are viewed primarily as cash flow loans and secondarily as loans secured by real estate. Commercial real estate lending typically involves higher loan principal amounts and the repayment of these loans is generally largely dependent on the successful operation of the property securing the loan or the business conducted on the property securing the loan. Commercial real estate loans may be more adversely affected by conditions in the real estate markets or in the general economy. The properties securing the Company’s commercial real estate portfolio are diverse in terms of type and geographic location. This diversity helps reduce the Company’s exposure to adverse economic events that affect any single market or industry. Management monitors and evaluates commercial real estate loans based on collateral, geography and risk grade criteria. As a general rule, the Company avoids financing single-purpose projects unless other underwriting factors are present to help mitigate risk. The Company also utilizes third-party experts to provide insight and guidance about economic conditions and trends affecting market areas it serves. In addition, management tracks the level of owner-occupied commercial real estate loans versus non-owner occupied loans. At December 31, 2014, approximately $82.0 million of the outstanding principal balance of the Company’s non-residential real estate loans were secured by owner-occupied properties, approximately $68.6 million was secured by non-owner occupied properties.

36

HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2014, 2013 and 2012

(3) Loans Receivable, Net: (Continued)

Loan Origination/Risk Management (Continued)

With respect to loans to developers and builders that are secured by non-owner occupied properties that the Company may originate from time to time, the Company generally requires the borrower to have had an existing relationship with the Company and have a proven record of success. Construction loans are underwritten utilizing feasibility studies, independent appraisal reviews, sensitivity analysis of absorption and lease rates and financial analysis of the developers and property owners. Construction loans are generally based upon estimates of costs and value associated with the completed project. These estimates may be inaccurate. Construction loans often involve the disbursement of substantial funds with repayment substantially dependent on the success of the ultimate project. Sources of repayment for these types of loans may be pre-committed permanent loans from approved long-term lenders, sales of developed property or an interim loan commitment from the Company until permanent financing is obtained. These loans are closely monitored by on-site inspections and are considered to have higher risks than other real estate loans due to their ultimate repayment being sensitive to interest rate changes, governmental regulation of real property, general economic conditions and the availability of long-term financing.

The Company maintains an independent loan review function that is typically outsourced to firms that specialize in conducting loan reviews. Results of these reviews are presented to management. The loan review process complements and reinforces the risk identification and assessment decisions made by lenders and credit personnel, as well as the Company policies and procedures.

Most of the Company’s lending activity occurs in Western Kentucky and middle and western Tennessee. The majority of the Company’s loan portfolio consists of non-residential real estate loans and one-to-four family residential real estate loans.

37

HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2014, 2013 and 2012

(Table Amounts in Thousands)

(3) Loans Receivable, Net: (Continued)

Loans by classification type and the related valuation allowance amounts at December 31, 2014, were as follows:

			Special		Impaired Loans						Specific Allowance for		Allowance for Loans not
	Pass		Mention		Substandard		Doubtful		Total		Impairment		Impaired
December 31, 2014
One-to-four family mortgages	$	146,129		203		4,219		—		150,551		51		1,147
Home equity line of credit		33,481		—		757		—		34,238		—		181
Junior lien		2,025		40		37		—		2,102		—		14
Multi-family		20,066		2,904		3,021		—		25,991		—		85
Construction		24,241		—		—		—		24,241		—		146
Land		15,328		362		10,964		—		26,654		663		460
Non-residential real estate		131,854		5,492		13,250		—		150,596		738		1,345
Farmland		40,121		516		2,237		—		42,874		—		461
Consumer loans		14,118		21		299		—		14,438		62		432
Commercial loans		71,246		325		2,583		—		74,154		—		504
Total	$	498,609		9,863		37,367		—		545,839		1,514		4,775

Loans by classification type and the related valuation allowance amounts at December 31, 2013, were as follows:

			Special		Impaired Loans						Specific Allowance for		Allowance for Loans not
	Pass		Mention		Substandard		Doubtful		Total		Impairment		Impaired
December 31, 2013
One-to-four family mortgages	$	149,351		814		5,087		—		155,252		597		1,451
Home equity line of credit		33,462		—		641		—		34,103		—		218
Junior lien		3,126		43		79		—		3,248		—		39
Multi-family		29,736		—		—		—		29,736		—		466
Construction		10,443		—		175		—		10,618		—		88
Land		19,899		52		14,730		—		34,681		771		534
Non-residential real estate		143,044		515		14,133		—		157,692		465		2,254
Farmland		46,042		480		5,346		—		51,868		—		510
Consumer loans		10,727		—		440		—		11,167		96		445
Commercial loans		61,502		526		2,013		—		64,041		—		748
Total	$	507,332		2,430		42,644		—		552,406		1,929		6,753

38

HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2014, 2013 and 2012

(Table Amounts in Thousands)

(3) Loans Receivable, Net: (Continued)

Impaired loans by classification type and the related valuation allowance amounts at December 31, 2014, were as follows:

							For the year ended
	At December 31, 2014						December 31, 2014
	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized
Impaired loans with no specific allowance
One-to-four family mortgages	$	3,501		3,501		—		2,972		176
Home equity line of credit		757		757		—		690		35
Junior liens		37		37		—		39		2
Multi-family		3,021		3,021		—		1,342		190
Construction		—		—		—		29		—
Land		7,740		7,740		—		8,978		339
Non-residential real estate		12,057		12,057		—		8,672		669
Farmland		2,237		2,237				3,968		125
Consumer loans		51		51		—		36		3
Commercial loans		2,583		2,583		—		2,246		154
Total		31,984		31,984		—		28,972		1,693
Impaired loans with a specific allowance
One-to-four family mortgages	$	718		718		51		1,434		44
Home equity line of credit		—		—		—		—		—
Junior liens		—		—		—		—		—
Multi-family		—		—		—		—		—
Construction		—		—		—		—		—
Land		3,224		4,737		663		3,418		160
Non-residential real estate		1,193		1,258		738		3,617		69
Farmland		—		—		—		619		—
Consumer loans		248		248		62		355		—
Commercial loans		—		—		—		100		—
Total		5,383		6,961		1,514		9,543		273
Total impaired loans	$	37,367		38,945		1,514		38,515		1,966

39

HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2014, 2013 and 2012

(Table Amounts in Thousands)

(3) Loans Receivable, Net: (Continued)

Impaired loans by classification type and the related valuation allowance amounts at December 31, 2013, were as follows:

							For the year ended
	At December 31, 2013						December 31, 2013
	Recorded		Unpaid Principal		Related		Average Recorded		Interest Income
	Investment		Balance		Allowance		Investment		Recognized
Impaired loans with no specific allowance
One-to-four family mortgages	$	3,216		3,216		—		2,361		8
Home equity line of credit		641		641		—		564		3
Junior liens		79		79		—		239		1
Multi-family		—		—		—		990		—
Construction		175		175		—		1,072		5
Land		10,882		12,315		—		10,668		186
Non-residential real estate		10,775		10,775		—		6,196		263
Farmland		5,346		5,346				6,955		149
Consumer loans		56		56		—		48		—
Commercial loans		2,013		2,013		—		2,391		95
Total		33,183		34,616		—		31,484		710
Impaired loans with a specific allowance
One-to-four family mortgages	$	1,871		1,871		597		2,501		9
Home equity line of credit		—		—		—		279		—
Junior liens		—		—		—		113		—
Multi-family		—		—		—		—		—
Construction		—		—		—		1,385		—
Land		3,848		3,848		771		2,741		29
Non-residential real estate		3,358		4,222		465		2,243		111
Farmland		—		—		—		1,601		—
Consumer loans		384		384		96		401		—
Commercial loans		—		—		—		346		—
Total		9,461		10,325		1,929		11,610		149
Total impaired loans	$	42,644		44,941		1,929		43,094		859

40

HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2014, 2013 and 2012

(Table Amounts in Thousands)

(3) Loans Receivable, Net: (Continued)

The following table presents the balance in the allowance for loan losses and the recorded investment in loans as of December 31, 2014, and December 31, 2013, by portfolio segment and based on the impairment method as of December 31, 2014, and December 31, 2013.

	Commercial		Land Development / Construction		Commercial Real Estate		Residential Real Estate		Consumer		Total
December 31, 2014:
Allowance for loan losses:
Ending allowance balance attributable to loans:
Individually evaluated for impairment	$	—	$	663	$	738	$	51	$	62	$	1,514
Collectively evaluated for impairment		504		606		1,891		1,342		432		4,775
Total ending allowance balance	$	504	$	1,269	$	2,629	$	1,393	$	494	$	6,289
Loans:
Loans individually evaluated for impairment	$	2,583	$	10,964	$	18,508	$	5,013	$	299	$	37,367
Loans collectively evaluated for impairment		71,571		39,931		200,953		181,878		14,139		508,472
Total ending loans balance	$	74,154	$	50,895	$	219,461	$	186,891	$	14,438	$	545,839
	Commercial		Land Development / Construction		Commercial Real Estate		Residential Real Estate		Consumer		Total
December 31, 2013:
Allowance for loan losses:
Ending allowance balance attributable to loans:
Individually evaluated for impairment	$	—	$	771	$	465	$	597	$	96	$	1,929
Collectively evaluated for impairment		748		622		3,230		1,708		445		6,753
Total ending allowance balance	$	748	$	1,393	$	3,695	$	2,305	$	541	$	8,682
Loans:
Loans individually evaluated for impairment	$	2,013	$	14,905	$	19,479	$	5,807	$	440	$	42,644
Loans collectively evaluated for impairment		62,028		30,394		219,817		186,796		10,727		509,762
Total ending loans balance	$	64,041	$	45,299	$	239,296	$	192,603	$	11,167	$	552,406

41

HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2014, 2013 and 2012

(Table Amounts in Thousands)

(3) Loans Receivable, Net: (Continued)

The average recorded investment in impaired loans for the years ended December 31, 2014, 2013 and 2012 was $38.5 million, $43.1 million and $79.3 million, respectively. Interest income recognized on impaired loans for the years ended December 31, 2014 and December 31, 2013 and December 31, 2012, was $2.0 million, $859,000 and $2.8 million, respectively. The following table provides a detail of the Company’s activity in the allowance for loan loss account allocated by loan type for the year ended December 31, 2014:

Year ended December 31, 2014	Balance 12/31/2013		Charge off 2014			Recovery 2014		General Provision 2014			Specific Provision 2014			Ending Balance 12/31/2014
One-to-four family mortgages		2,048		(233	)		24		(304	)		(337	)		1,198
Home equity line of credit		218		(83	)		3		(37	)		80			181
Junior liens		39		—			9		(25	)		(9	)		14
Multi-family		466		—			—		(381	)		—			85
Construction		88		(139	)		9		58			130			146
Land		1,305		—			—		(74	)		(108	)		1,123
Non-residential real estate		2,719		(66	)		864		(1,368	)		(66	)		2,083
Farmland		510		—			—		542			(591	)		461
Consumer loans		541		(415	)		109		(13	)		272			494
Commercial loans		748		(296	)		94		(244	)		202			504
		8,682		(1,232	)		1,112		(1,846	)		(427	)		6,289

The following table provides a detail of the Company’s activity in the allowance for loan loss account allocated by loan type for the year ended December 30, 2013:

Year ended December 31, 2013	Balance 12/31/2012		Charge off 2013			Recovery 2013		General Provision 2013			Specific Provision 2013			Ending Balance 12/31/2013
One-to-four family mortgages	$	2,490		(852	)		329		(285	)		366			2,048
Home equity line of credit		374		(22	)		9		(88	)		(55	)		218
Junior liens		230		(119	)		71		5			(148	)		39
Multi-family		524		(38	)		164		(20	)		(164	)		466
Construction		256		—			—		(168	)		—			88
Land		2,184		(1,432	)		9		(718	)		1,262			1,305
Non-residential real estate		2,921		(1,041	)		14		757			68			2,719
Farmland		712		—			—		(202	)		—			510
Consumer loans		338		(649	)		246		228			378			541
Commercial loans		619		(291	)		32		437			(49	)		748
	$	10,648		(4,444	)		874		(54	)		1,658			8,682

42

HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2014, 2013 and 2012

(Table Amounts in Thousands)

(3) Loans Receivable, Net: (Continued)

Non-accrual loans totaled $3.2 million and $10.1 million at December 31, 2014, and December 31, 2013, respectively. All non-accrual loans noted below are classified as either substandard or doubtful. Interest income foregone on such loans totaled $76,000 at December 31, 2014, $432,000 at December 31, 2013, and $271,000 at December 31, 2012, respectively. The Company is not committed to lend additional funds to borrowers whose loans have been placed on a non-accrual basis. There were no loans past due more than three months and still accruing interest as of December 31, 2014, and December 31, 2013. For the years ended December 31, 2014, and December 31, 2013, the components of the Company’s balances of non-accrual loans are as follows:

	12/31/2014		12/31/2013
One-to-four family first mortgages	$	1,501		945
Home equity lines of credit		—		1
Junior liens		—		2
Multi-family		95		—
Construction		—		175
Land		215		1,218
Non-residential real estate		1,159		6,546
Farmland		115		703
Consumer loans		—		13
Commercial loans		90		463
Total non-accrual loans	$	3,175		10,066

43

HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2014, 2013 and 2012

(Table Amounts in Thousands)

(3) Loans Receivable, Net: (Continued)

The table below presents loan balances at December 31, 2014, by loan classification allocated between past due, classified, performing and non-performing:

	Currently		30 - 89 Days		Non-accrual		Special		Impaired Loans Currently Performing
	Performing		Past Due		Loans		Mention		Substandard		Doubtful		Total
One-to-four family mortgages	$	145,372		757		1,501		203		2,718		—		150,551
Home equity line of credit		33,338		143		—		—		757		—		34,238
Junior liens		2,025		—		—		40		37		—		2,102
Multi-family		20,066		—		95		2,904		2,926		—		25,991
Construction		24,241		—		—		—		—		—		24,241
Land		14,674		654		215		362		10,749		—		26,654
Non-residential real estate		131,854		—		1,159		5,492		12,091		—		150,596
Farmland		40,057		64		115		516		2,122		—		42,874
Consumer loans		14,104		14		—		21		299		—		14,438
Commercial loans		71,191		55		90		325		2,493		—		74,154
Total	$	496,922		1,687		3,175		9,863		34,192		—		545,839

The table below presents loan balances at December 31, 2013, by loan classification allocated between performing and non-performing:

	Currently		30—89 Days		Non-accrual		Special		Impaired Loans Currently Performing
	Performing		Past Due		Loans		Mention		Substandard		Doubtful		Total
One-to-four family mortgages	$	148,759		592		945		814		4,142		—		155,252
Home equity line of credit		33,369		93		1		—		640		—		34,103
Junior liens		3,126		—		2		43		77		—		3,248
Multi-family		29,736		—		—		—		—		—		29,736
Construction		10,443		—		175		—		—		—		10,618
Land		19,899		—		1,218		52		13,512		—		34,681
Non-residential real estate		142,701		343		6,546		515		7,587		—		157,692
Farmland		46,042		—		703		480		4,643		—		51,868
Consumer loans		10,493		234		13		—		427		—		11,167
Commercial loans		61,379		123		463		526		1,550		—		64,041
Total	$	505,947		1,385		10,066		2,430		32,578		—		552,406

44

HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2014, 2013 and 2012

(3) Loans Receivable, Net: (Continued)

All loans listed as 30-89 days past due and non-accrual are not performing as agreed. Loans listed as special mention, substandard and doubtful are paying as agreed. However, the customer’s financial statements may indicate weaknesses in their current cash flow, the customer’s industry may be in decline due to current economic conditions, collateral values used to secure the loan may be declining, or the Company may be concerned about the customer’s future business prospects.

Troubled Debt Restructuring

On a periodic basis, the Company may modify the terms of certain loans. In evaluating whether a restructuring constitutes a troubled debt restructuring (TDR), Financial Accounting Standards Board has issued Accounting Standards Update 310 (ASU 310); A Creditor’s Determination of Whether a Restructuring is a Troubled Debt Restructuring. In evaluating whether a restructuring constitutes a TDR, the Company must separately conclude that both of the following exist:

a.) The restructuring constitutes a concession

b.) The debtor is experiencing financial difficulties

ASU 310 provides the following guidance for the Company’s evaluation of whether it has granted a concession as follows:

If a debtor does not otherwise have access to funds at a market interest rate for debt with similar risk characteristics as the restructured debt, the restructured debt would be considered a below market rate, which may indicate that the Company may have granted a concession. In that circumstance, the Company should consider all aspects of the restructuring in determining whether it has granted a concession, the creditor must make a separate assessment about whether the debtor is experiencing financial difficulties to determine whether the restructuring constitutes a TDR.

A temporary or permanent increase in the interest rate on a loan as a result of a restructuring does not eliminate the possibility of the restructuring from being considered a concession if the new interest rate on the loan is below the market interest rate for loans of similar risk characteristics.

A restructuring that results in a delay in payment that is insignificant is not a concession. However, the Company must consider a variety of factors in assessing whether a restructuring resulting in a delay in payment is insignificant.

45

HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2014, 2013 and 2012

(Table Amounts in Thousands)

(3) Loans Receivable, Net: (Continued)

Troubled Debt Restructurings, (Continued)

At December 31, 2014, the Company had no loans classified as performing TDRs as compared to no loans at December 31, 2013. A summary of the activity in loans classified as TDRs for the twelve month period ended December 31, 2014, is as follows:

	Balance at 12/31/13		New TDR		Loss or Foreclosure		Transfer to Held for Sale			Removed from (Taken to) Non-accrual		Balance at 12/31/14
	(Dollars in Thousands)
One-to-four family mortgages	$	—		—		—		—			—	$	—
Home equity line of credit		—		—		—		—			—		—
Junior Lien		—		—		—		—			—		—
Multi-family		—		—		—		—			—		—
Construction		—		—		—		—			—		—
Land		—		—		—		—			—		—
Non-residential real estate		—		10,271		—		(6,987	)		—		3,284
Farmland		—		—		—		—			—		—
Consumer loans		—		—		—		—			—		—
Commercial loans		—		—		—		—			—		—
Total performing TDR	$	—		10,271		—		(6,987	)		—	$	3,284

46

HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2014, 2013 and 2012

(Table Amounts in Thousands)

(3) Loans Receivable, Net: (Continued)

Troubled Debt Restructurings, (Continued)

A summary of the activity in loans classified as TDRs for the year ended December 31, 2013, is as follows:

	Balance at 12/31/12		New TDR		Loss or Foreclosure			Removed due to Payment or Performance			Removed from (Taken to) Non-accrual			Balance at 12/31/13
	(Dollars in Thousands)
One-to-four family mortgages	$	1,888		242		—			(1,863	)		(267	)		—
Home equity line of credit		—		—		—			—			—			—
Junior Lien		96		—		—			(10	)		(86	)		—
Multi-family		234		—		—			(234	)		—			—
Construction		4,112		—		—			—			(4,112	)		—
Land		656		2,649		(393	)		(656	)		(2,256	)		—
Non-residential real estate		3,173		266		(864	)		—			(2,575	)		—
Farmland		865		—		—			(865	)		—			—
Consumer loans		5		—		—			(5	)		—			—
Commercial loans		9		222		—			(231	)		—			—
Total performing TDR	$	11,038		3,379		(1,257	)		(3,864	)		(9,296	)		—

47

HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2014, 2013 and 2012

(Table Amounts in Thousands)

(3) Loans Receivable, Net: (Continued)

The Company originates loans to officers and directors and their affiliates at terms substantially identical to those available to other borrowers. Loans to officers and directors at December 31, 2014 and December 31, 2013, were approximately $4.0 million and $4.8 million, respectively. At December 31, 2014, funds committed that were undisbursed to officers and directors approximated $447,000.

The following summarizes activity of loans to officers and directors and their affiliates for the years ended December 31, 2014, and December 31, 2013:

	2014			2013
Balance at beginning of period	$	4,800			8,846
New loans		669			410
Principal repayments		(1,447	)		(4,456	)
Balance at end of period	$	4,022			4,800

(4) Premises and Equipment:

Components of premises and equipment included in the consolidated balance sheets as of December 31, 2014 and December 31, 2013, consisted of the following:

	2014		2013
Land	$	6,576		6,526
Land improvements		611		575
Buildings		20,914		20,257
Construction in process		486		582
Furniture and equipment		6,213		6,696
		34,800		34,636
Less accumulated depreciation		11,860		11,528
Premises and equipment, net	$	22,940		23,108

Depreciation expense was approximately $1,336,000, $1,502,000 and $1,587,000 for the years ended December 31, 2014, 2013 and 2012, respectively.

48

HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2014, 2013 and 2012

(Table Amounts in Thousands)

(5) Intangible Assets:

The amount of other intangible assets and the changes in the carrying amounts of other intangible assets for the years ended December 31, 2014, 2013 and 2012:

	Core Deposits Intangible
Balance, December 31, 2011	$	519
Amortization		(227	)
Balance December 31, 2012		292
Amortization		(162	)
Balance December 31, 2013		130
Amortization		(97	)
Balance, December 31, 2014	$	33

49

HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2014, 2013 and 2012

(Table Amounts in Thousands)

(6) Deposits:

At December 31, 2014, the scheduled maturities of other time deposits were as follows:

Years Ending December 31,

2015	$	139,708
2016		137,147
2017		32,175
2018		15,299
2019		7,576
2020 and thereafter		10
	$	331,915

The amount of other time deposits with a minimum denomination of $100,000 was approximately $169.3 million and $200.2 million at December 31, 2014, and December 31, 2013, respectively. At December 31, 2014, directors, members of senior management and their affiliates had deposits in the Bank of approximately $4.4 million.

Interest expense on deposits for the years ended December 31, 2014, December 31, 2013 and December 31, 2012 is summarized as follows:

	2014		2013		2012
Interest bearing checking accounts	$	1,253	$	1,243		1,180
Money market accounts		86		73		58
Savings		109		79		71
Other time deposits		4,155		5,719		9,262
	$	5,603	$	7,114		10,571

The Bank maintains clearing arrangements for its demand, interest bearing checking accounts and money market accounts with BBVA Compass Bank. The Bank is required to maintain certain cash reserves in its account to cover average daily clearings. At December 31, 2014, average daily clearings were approximately $6.1 million.

At December 31, 2014, the Company had approximately $248,000 of deposit accounts in overdraft status and thus has been reclassified to loans on the accompanying consolidated balance sheet. At December 31, 2013, the Company had approximately $384,000 of deposit accounts in overdraft status and thus has been reclassified to loans on the accompanying consolidated balance sheet. At December 31, 2014, and December 31, 2013, the Company had deposits classified as brokered deposits totaling $37.1 million and $46.3 million, respectively.

50

HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2014, 2013 and 2012

(Table Amounts in Thousands, Except Percentages)

(7) Advances from Federal Home Loan Bank:

Federal Home Loan Bank advances are summarized as follows:

	December 31,
	2014					2013
			Weighted					Weighted
Types of Advances	Amount		Average Rate			Amount		Average Rate
Fixed-rate	$	34,000		0.88	%	$	46,780		3.72	%

Scheduled maturities of FHLB advances as of December 31, 2014 are as follows:

Years Ending December 31,	Fixed Rate		Average Cost
2015	$	30,000		0.29	%
2016		4,000		5.34	%
Total	$	34,000		0.88	%

On December 30, 2014, the Company prepaid $35.9 million in FHLB advances, incurring a $2.5 million prepayment penalty. To fund this transaction, the Company borrowed $15.0 million from the FHLB with a maturity of one month and $15.0 million with a maturity of six months.

The Bank has an approved line of credit of $30 million at the FHLB of Cincinnati, which is secured by a blanket agreement to maintain residential first mortgage loans and non-residential real estate loans with a principal value of 125% of the outstanding advances and has a variable interest rate. At December 31, 2014, the Bank could borrow an additional $52.6 million from the FHLB of Cincinnati without pledging additional collateral. At December 31, 2014, the Bank has an additional $40.1 million in additional collateral that could be pledged to the FHLB to secure additional advance requirements. The Bank has an $8 million unsecured line of credit with BVA Compass Bank of Birmingham, Alabama. The Company’s overnight lines of credit with both the Federal Home Loan Bank of Cincinnati and Compass Bank had no balance at December 31, 2014.

51

HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2014, 2013 and 2012

(Table Amounts in Thousands, Except Percentages)

(8) Repurchase Agreements:

In 2006, the Company enhanced its cash management product line to include an automated sweep of excess funds from checking accounts to repurchase accounts, allowing interest to be paid on excess funds remaining in checking accounts of business and municipal customers. Repurchase balances are overnight borrowings from customers and are not FDIC insured. In addition, the Company has entered into two long term repurchase agreements with third parties.

At December 31, 2014, the Company provided investment securities with a market value and book value of $57.9 million as collateral for repurchase agreements. The maximum repurchase balances outstanding during the twelve month periods ending December 31, 2014, and December 31, 2013, was $57.9 million and $58.1 million, respectively.

At December 31, 2014, and December 31, 2013, the respective cost and maturities of the Company’s repurchase agreements are as follows:

2014 Third Party	Balance		Average Rate			Maturity		Comments
Merrill Lynch	$	6,000		4.36	%		9/18/2016	Quarterly callable
Various customers		51,358		0.60	%			Overnight
Total	$	57,358		1.42	%
2013 Third Party	Balance		Average Rate			Maturity		Comments
Deutsch Bank	$	10,000		4.28	%		9/05/2014	Quarterly callable
Merrill Lynch		6,000		4.36	%		9/18/2016	Quarterly callable
Various customers		36,759		0.99	%			Overnight
Total	$	52,759		2.29	%

52

HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2014, 2013 and 2012

(9) Fair Value Measurement:

In September 2006, FASB issued ASC Topic 820, Fair Value Measurements and Disclosures. ASC 820 establishes a fair value hierarchy which requires an entity to maximize the use of observable input and minimize the use of unobservable inputs when measuring fair value. Although ASC 820 provides for fair value accounting, the Company did not elect the fair value option for any financial instrument not presently required to be accounted for at fair value.

HopFed Bancorp has developed a process for determining fair values. Fair value is based upon quoted market prices, where available. If listed prices or quotes are not available, fair value is based upon internally developed models or processes that use primarily market based or based on third party market data, including interest rate yield curves, option volatilities and other third party information. Valuation adjustments may be made to ensure that financial instruments are recorded at fair value. Furthermore, while the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies, or assumptions, to determine the fair value of certain financials instruments could result in a different estimate of fair value at the reporting date.

ASC 820 establishes a three-level valuation hierarchy for disclosure of fair value measurement. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date.

• Level 1 is for assets and liabilities that management has obtained quoted prices (unadjusted for transaction cost) or identical assets or liabilities in active markets that the Company has the ability to access as of the measurement date.

• Level 2 is for assets and liabilities in which significant unobservable inputs other than Level 1 prices such as quoted prices for similar assets and liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

• Level 3 is for assets and liabilities in which significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

The fair value of securities available for sale are determined by a matrix pricing, which is a mathematical technique what is widely used in the industry to value debt securities without relying exclusively on quoted prices for the individual securities in the Company’s portfolio but relying on the securities relationship to other benchmark quoted securities. Impaired loans are valued at the net present value of expected payments and considering the fair value of any assigned collateral.

53

HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2014, 2013 and 2012

(Table Amounts in Thousands)

(9) Fair Value Measurement: (Continued)

The Company has certain liabilities carried at fair value including interest rate swap agreements. The fair value of these liabilities is based on information obtained from a third party bank and is reflected within level 2 of the valuation hierarchy.

Assets and Liabilities Measured on a Recurring Basis

The assets and liabilities measured at fair value on a recurring basis are summarized below:

December 31, 2014	Total carrying value in the consolidated		Quoted Prices In Active Markets for		Significant Other Observable		Significant Unobservable
Description	balance sheet at December 31, 2014		Identical Assets (Level 1)		Inputs (Level 2)		Inputs (Level 3)
Assets
Available for sale securities	$	303,628		—		302,139		1,489
Liabilities
Interest rate swap	$	390		—		390		—
December 31, 2013	Total carrying value in the consolidated		Quoted Prices In Active Markets for		Significant Other Observable		Significant Unobservable
Description	balance sheet at December 31, 2013		Identical Assets (Level 1)		Inputs (Level 2)		Inputs (Level 3)
Assets
Available for sale securities	$	318,910		—		317,421		1,489
Liabilities
Interest rate swap	$	750		—		750		—

54

HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2014, 2013 and 2012

(Table Amounts in Thousands)

(9) Fair Value Measurement: (Continued)

The assets and liabilities measured at fair value on a non-recurring basis are summarized below:

December 31, 2014	Total carrying value in the		Quoted Prices In Active		Significant Other		Significant
Description	consolidated balance sheet at 12/31/2014		Markets for Identical Assets (Level 1)		Observable Inputs (Level 2)		Unobservable Inputs (Level 3)
Assets
Other real estate owned	$	1,927		—		—		1,927
Impaired loans, net of allowance of $1,514	$	35,853		—		—		35,853
December 31, 2013	Total carrying value in the		Quoted Prices In Active		Significant Other		Significant
Description	consolidated balance sheet at 12/31/2013		Markets for Identical Assets (Level 1)		Observable Inputs (Level 2)		Unobservable Inputs (Level 3)
Assets
Other real estate owned	$	1,674		—		—		1,674
Impaired loans, net of allowance of $1,929	$	40,715		—		—		40,715

55

HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2014, 2013 and 2012

(Table Amounts in Thousands)

(9) Fair Value Measurement: (Continued)

Change in level 3 fair value measurements:

The table below includes a roll-forward of the balance sheet items for the years ended December 31, 2014 and 2013, (including the change in fair value) for assets and liabilities classified by HopFed Bancorp, Inc. within level 3 of the valuation hierarchy for assets and liabilities measured at fair value on a recurring basis. When a determination is made to classify a financial instrument within level 3 of the valuation hierarchy, the determination is based upon the significance of the unobservable factors to the overall fair value measurement. However, since level 3 financial instruments typically include, in addition to the unobservable or level 3 components, observable components (that is components that are actively quoted and can be validated to external sources), the gains and losses in the table below include changes in fair value due in part to observable factors that are part of the valuation methodology.

	Year ended December 31,
	2014				2013
	Other		Other		Other		Other
	Assets		Liabilities		Assets		Liabilities
Fair value, December 31,	$	1,489		—	$	1,489		—
Change in unrealized gains (losses) included in other comprehensive income for assets and liabilities still held at December 31,		—		—		—		—
Other than temporary impairment charge		—		—		—		—
Purchases, issuances and settlements, net		—		—		—		—
Transfers in and/or out of Level 3		—		—		—		—
Fair value, December 31,	$	1,489		—	$	1,489		—

56

HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2014, 2013 and 2012

(Table Amounts in Thousands)

(9) Fair Value Measurement: (Continued)

The estimated fair values of financial instruments were as follows at December 31, 2014:

	Carrying Amount		Estimated Fair Value		Quoted Prices In Active Markets for Identical Assets Level 1		Using Significant Other Observable Inputs Level 2		Significant Unobservable Inputs Level 3
Financial Assets:
Cash and due from banks	$	34,389		34,389	$	34,389		—		—
Interest-earning deposits		6,050		6,050		6,050		—		—
Securities available for sale		303,628		303,628		—		302,139		1,489
Federal Home Loan Bank stock		4,428		4,428		—		4,428		—
Loans held for sale		1,444		1,444		—		1,444		—
Loans receivable		539,264		537,493		—		—		537,493
Accrued interest receivable		4,576		4,576		—		4,576		—
Financial liabilities:
Deposits		731,308		714,750		—		714,750		—
Advances from borrowers for taxes and insurance		513		513		—		513		—
Advances from Federal Home Loan Bank		34,000		34,217		—		34,217		—
Repurchase agreements		57,358		57,688		—		57,688		—
Subordinated debentures		10,310		10,099		—		—		10,099
Off-balance-sheet liabilities:
Commitments to extend credit		—		—		—		—		—
Commercial letters of credit		—		—		—		—		—
Market value of interest rate swap		390		390		—		390		—

57

HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2014, 2013 and 2012

(Table Amounts in Thousands)

(9) Fair Value Measurement: (Continued)

The estimated fair values of financial instruments were as follows at December 31, 2013:

	Carrying Amount		Estimated Fair Value		Quoted Prices In Active Markets for Identical Assets Level 1		Using Significant Other Observable Inputs Level 2		Significant Unobservable Inputs Level 3
Financial Assets:
Cash and due from banks	$	37,229		37,229		37,229		—		—
Interest-earning deposits		18,619		18,619		18,619		—		—
Securities available for sale		318,910		318,910		—		317,421		1,489
Federal Home Loan Bank stock		4,428		4,428		—		4,428		—
Loans receivable		543,632		546,319		—		—		546,319
Accrued interest receivable		5,233		5,233		—		5,233		—
Financial liabilities:
Deposits		762,997		763,605		—		763,605		—
Advances from borrowers for taxes and insurance		521		521		—		521		—
Advances from Federal Home Loan Bank		46,780		51,010		—		51,010		—
Repurchase agreements		52,759		53,712		—		53,712		—
Subordinated debentures		10,310		10,099		—		—		10,099
Off-balance-sheet liabilities:
Commitments to extend credit		—		—		—		—		—
Commercial letters of credit		—		—		—		—		—
Market value of interest rate swap		750		750		—		750		—

58

HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2014, 2013 and 2012

(Table Amounts in Thousands)

(9) Fair Value Measurement: (Continued)

Non-Financial Assets and Non-Financial Liabilities:

The Company has no non-financial assets or non-financial liabilities measured at fair value on a recurring basis. Certain non-financial assets measured at fair value on a non-recurring basis include foreclosed assets (upon initial recognition or subsequent impairment), non-financial assets and intangible assets and other non-financial long-lived assets measured at fair value for impairment assessment. Non-financial assets measured at fair value on a non-recurring basis during the reported periods include certain foreclosed assets which, upon initial recognition, were re-measured and reported at fair value through a charge-off to the allowance for loan losses and certain foreclosed assets which, subsequent to their initial recognition, were re-measured at fair value through a write-down included in other non-interest expense. The fair value of a foreclosed asset is estimated using Level 2 inputs based on observable market data or Level 3 inputs based on customized discounting criteria.

The following table presents foreclosed assets that were re-measured and reported at fair value:

	Years Ended December 31,
	2014			2013			2012
Beginning balance	$	1,674			1,548			2,267
Foreclosed assets measured at initial recognition:
Carrying value of foreclosed assets prior to acquisition		1,816			1,535			2,634
Proceeds from sale of foreclosed assets		(1,118	)		(908	)		(2,738	)
Charge-offs recognized in the allowance for loan loss		(237	)		(361	)		(349	)
Gains (losses) on REO included in non-interest expense		(208	)		(140	)		(266	)
Fair value	$	1,927			1,674			1,548

59

HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2014, 2013 and 2012

(10) Subordinated Debentures:

On September 25, 2003, the Company formed HopFed Capital Trust I (the Trust). The Trust is a statutory trust formed under the laws of the state of Delaware. In September 2003, the Trust issued variable rate capital securities with an aggregate liquidation amount of $10,000,000 ($1,000 per preferred security) to a third-party investor. The Company then issued floating rate junior subordinated debentures aggregating $10,310,000 to the Trust. The junior subordinated debentures are the sole assets of the Trust. The junior subordinated debentures and the capital securities pay interest and dividends, respectively, on a quarterly basis. The variable interest rate is the three-month LIBOR plus 3.10% adjusted quarterly, The most recent adjustment was effective January 8, 2015, which adjusted the total coupon rate to 3.35%. These junior subordinated debentures mature in 2033, at which time the capital securities must be redeemed. The junior subordinated debentures and capital securities became redeemable contemporaneously, in whole or in part, beginning October 8, 2008 at a redemption price of $1,000 per capital security.

The Company has provided a full-irrevocable and unconditional guarantee on a subordinated basis of the obligations of the Trust under the capital securities in the event of the occurrence of an event of default, as defined in such guarantee.

(11) Concentrations of Credit Risk:

Most of the Bank’s business activity is with customers located within the western part of the Commonwealth of Kentucky and middle and western Tennessee. One-to-four family residential and non residential real estate collateralize the majority of the loans. The Bank requires collateral for the majority of loans.

The distribution of commitments to extend credit approximates the distribution of loans outstanding. The contractual amounts of credit-related financial instruments such as commitments to extend credit and commercial letters of credit represent the amounts of potential accounting loss should the contract be fully drawn upon, the customer default, and the value of any existing collateral become worthless. In October of 2008, the FDIC increased its deposit coverage on all accounts to $250,000. In addition, financial institutions could choose to pay a higher premium to have all non-interest demand deposit balances insured. Compass Bank of Birmingham, Alabama, the Heritage Bank correspondent banker, elected to accept this additional coverage. Therefore, uninsured deposits are limited to those balances transferred to an overnight federal funds account. During 2013 and 2012, Heritage Bank chose not to transfer balances to an overnight federal funds account. Unlimited FDIC insurance on non-interest bearing deposits ended December 31, 2012.

At December 31, 2014, all cash and cash equivalents are deposited with Compass BBVA Bank, the Federal Reserve Bank or the Federal Home Loan Bank of Cincinnati (FHLB). Deposits at Compass BBVA Bank are insured to $250,000. All deposits at the FHLB are liabilities of the individual bank and were not federally insured. The FHLB is a government sponsored enterprise (GSE) and has the second highest rating available by all rating agencies. At December 31, 2014, total FHLB deposits were approximately $1.0 million and total deposits at the Federal Reserve were $5.8 million, none of which is insured by the FDIC.

60

HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2014, 2013 and 2012

(12) Employee Benefit Plans:

Stock Option Plan

The total amount of options outstanding and the exercise price of options were adjusted to reflect a 2% stock dividend paid to stockholders’ of record on September 30, 2010, and October 3, 2011.

On February 24, 1999, the Board of Directors of the Company adopted the HopFed Bancorp, Inc. 1999 Stock Option Plan (Option Plan), which was subsequently approved at the 1999 Annual Meeting of Stockholders. Under the Option Plan, the Option Committee has discretionary authority to grant stock options and stock appreciation rights to such employees, directors and advisory directors, as the committee shall designate. The Option Plan reserved 403,360 shares of common stock for issuance upon the exercise of options or stock appreciation rights. At December 31, 2012, the Company can no longer issue options under this plan. The remaining 20,808 options are fully vested and outstanding until their maturity date.

On May 31, 2000, the Board of Directors of the Company adopted the HopFed Bancorp, Inc. 2000 Stock Option Plan (the “2000 Option Plan”). Under the 2000 Option Plan, the option committee has discretionary authority to grant stock options to such employees as the committee shall designate. The 2000 Option Plan reserves 40,000 shares of common stock for issuance upon the exercise of options. The Company will receive the exercise price for shares of common stock issued to 2000 Option Plan participants upon the exercise of their option. The Board of Directors has granted options to purchase 40,000 shares of common stock under the 2000 Option Plan at an exercise price of $10.00 per share, which was the fair market value on the date of the grant. At December 31, 2014, all options having been granted under the 2000 Option Plan have been exercised and expired.

61

HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2014, 2013 and 2012

(12) Employee Benefit Plans: (Continued)

Stock Option Plan, (Continued)

	Number of Shares			Weighted Average Exercise Price
Options outstanding, December 2011		31,212			15.06
Granted		—			—
Exercised		—			—
Forfeited		(10,404	)		11.85
Options outstanding, December 2012		20,808			16.67
Granted		—			—
Exercised		—			—
Forfeited		—			—
Options outstanding, December 2013		20,808			16.67
Granted		—			—
Exercised		—			—
Forfeited		(20,808	)		16.67
Options outstanding, December 2014		—			—

At December 31, 2014, there are no stock options outstanding.

62

HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2014, 2013 and 2012

(Table Amounts in Thousands)

(12) Employee Benefit Plans: (Continued)

HopFed Bancorp Long Term Incentive Plans

On February 18, 2004, the Board of Directors of the Company adopted the HopFed Bancorp, Inc. 2004 Long Term Incentive Plan (the Plan), which was subsequently approved at the 2004 Annual Meeting of Stockholders. Under the Plan, the Compensation Committee has discretionary authority to grant up to 200,000 shares in the form of restricted stock grants, options, and stock appreciation rights to such employees, directors and advisory directors as the committee shall designate. The grants vest in equal installments over a four-year period. Grants may vest immediately upon specific events, including a change of control of the Company, death or disability of award recipient, and termination of employment of the recipient by the Company without cause.

On March 20, 2013, the Board of Directors of the Company adopted the HopFed Bancorp, Inc. 2013 Long Term Incentive Plan (the Plan), which was subsequently approved at the 2013 Annual Meeting of Stockholders. Under the Plan, the Compensation Committee has discretionary authority to grant up to 300,000 shares in the form of restricted stock grants and options to such employees, directors and advisory directors as the committee shall designate. The grants vest in equal installments over a three or four year period. Grants may vest immediately upon specific events, including a change of control of the Company, death or disability of award recipient, and termination of employment of the recipient by the Company without cause. The 2004 Plan has now expired and no other shares may be issued under the 2004 Plan.

Awards are recognized as an expense to the Company in accordance with the vesting schedule. Awards in which the vesting is accelerated must be recognized as an expense immediately. Awards are valued at the closing stock price on the day the award is granted. For the year ended December 31, 2014, the Compensation Committee granted 22,378 shares of restricted stock with a market value of $260,000. For the year ended December 31, 2013, the Compensation Committee granted 21,559 shares of restricted stock with a market value of $232,000. For the year ended December 31, 2012, the Compensation Committee granted 10,392 shares of restricted stock with a market value of $73,800. The Company recognized $164,000, $115,000, and $99,000 in compensation expense in 2014, 2013 and 2012, respectively.

The remaining compensation expense to be recognized at December 31, 2014 is as follows:

Year Ending December 31,	Approximate Future Compensation Expense
2015	$	186
2016		133
2017		46
2018		3
Total	$	368

63

HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2014, 2013 and 2012

(Table Amounts in Thousands)

(12) Employee Benefit Plans: (Continued)

HopFed Bancorp Long Term Incentive Plans

The Compensation Committee may make additional awards of restricted stock, thereby increasing the future expense related to this plan. The early vesting of restricted stock awards due to factors outlined in the award agreement may accelerate future compensation expenses related to the plan. However, the total amount of future compensation expense would not change as a result of an accelerated vesting of shares. At December 31, 2014, the Company has 256,290 restricted shares available from the HopFed Bancorp, Inc. 2013 Long Term Incentive Plan that may be awarded.

401(K) Plan

The Company has a 401(k) retirement program that is available to all employees who meet minimum eligibility requirements. Participants may generally contribute up to 15% of earnings, and in addition, management will match employee contributions up to 4%. In addition, the Company has chosen to provide all eligible employees an additional 4% of compensation without regards to the amount of the employee contribution. Expense related to Company contributions amounted to $769,000, $737,000, and $627,000 in 2014, 2013 and 2012, respectively. The reduction in expense related to the 401K program in 2014, 2013 and 2012 was the offset of approximately $43,000, $22,000 and $59,000, respectively, in Company contributions forfeited by employees who are no longer employed by the Company and have not met the full vesting requirements of the plan. See footnote 24 on subsequent events.

Deferred Compensation Plan

During the third quarter of 2002, the Company purchased assets and assumed the liabilities relating to a nonqualified deferred compensation plan for certain employees of the Fulton division. The Company owns single premium life insurance policies on the life of each participant and is the beneficiary of the policy value. When a participant retires, the benefits accrued for each participant will be distributed to the participant in equal installments for 15 years. The plan is now fully funded and no additional expenses will be recognized. The Deferred Compensation Plan also provides the participant with life insurance coverage, which is a percentage of the net death proceeds for the policy, if any, applicable to the participant. The original face value of all deferred compensation contracts was approximately $668,000. At December 31, 2014, the accrued value of all deferred compensation contacts is approximately $292,000. The Company is currently making cash remittances of approximately $12,000 per year on deferred compensation contracts.

64

HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2014, 2013 and 2012

(Table Amounts in Thousands)

(13) Income Taxes:

The provision for income tax expense (benefit) for the years ended December 31, 2014, December 31, 2013, and December 31, 2012, consisted of the following:

	2014			2013			2012
Current
Federal	$	—			(32	)		210
State		30			110			120
		30			78			330
Deferred
Federal		(231	)		566			487
State		—			—			—
		(231	)		566			487
	($	201	)		644			817

Total income tax expense for the years ended December 31, 2014, 2013, and 2012 differed from the amounts computed by applying the federal income tax rate of 34 percent to income before income taxes as follows:

	2014			2013			2012
Expected federal income tax expense at statutory tax rate	$	748			1,498			1,661
Effect of nontaxable interest income		(724	)		(590	)		(575	)
Effect of nontaxable bank owned life insurance income		(104	)		(120	)		(136	)
Effect of QSCAB credit		(220	)		(220	)		(220	)
State taxes on income, net of federal benefit		84			73			79
Other tax credits		(80	)		(80	)		(64	)
Non deductible expenses		95			83			72
Total income tax expense	($	201	)		644			817
Effective rate		(10.1	%)		14.6	%		16.7	%

65

HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2014, 2013 and 2012

(Table Amounts in Thousands)

(13) Income Taxes: (Continued)

The components of deferred taxes as of December 31, 2014, and December 31, 2013, are summarized as follows:

	2014			2013
Deferred tax assets:
Allowance for loan loss	$	2,116			2,952
Accrued expenses		1,482			310
Intangible amortization		981			1,184
Other		287			275
Unrealized loss on items in comprehensive income		—			736
Other real estate owned		95			63
		4,961			5,520
Deferred tax liabilities:
FHLB stock dividends		(787	)		(787	)
Unrealized gain on items in comprehensive income		(1,832	)		—
Depreciation and amortization		(81	)		(123	)
		(2,700	)		(910	)
Net deferred tax asset (liability)	$	2,261			4,610

The Small Business Protection Act of 1996, among other things, repealed the tax bad debt reserve method for thrifts effective for taxable years beginning after December 31, 1995. Commercial banks with assets greater than $500 million can no longer use the reserve method and may only deduct loan losses as they actually arise (i.e., the specific charge-off method).

The portion of a thrift’s tax bad debt reserve that is not recaptured (generally pre-1988 bad debt reserves) under the 1996 law is only subject to recapture at a later date under certain circumstances. These include stock repurchase redemptions by the thrift or if the thrift converts to a type of institution (such as a credit union) that is not considered a bank for tax purposes. However, no recapture was required due to the Bank’s charter conversion from a thrift to a commercial bank or if the bank was acquired by another bank. The Bank does not anticipate engaging in any transactions at this time that would require the recapture of its remaining tax bad debt reserves. Therefore, retained earnings at December 31, 2014, and December 31, 2013, includes approximately $4,027,000 which represents such bad debt deductions for which no deferred income taxes have been provided.

66

HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2014, 2013 and 2012

(Table amounts in Thousands)

(13) Income Taxes: (Continued)

No valuation allowance for deferred tax assets was recorded at December 31, 2014, and December 31, 2013, as management believes it is more likely than not that all of the deferred tax assets will be realized because they were supported by recoverable taxes paid in prior years and expected future taxable income. There were no unrecognized tax benefits during any of the reported periods. The Corporation files income tax returns in the U.S. federal jurisdiction. The Company is no longer subject to U.S. federal income tax examinations by tax authorities for years before 2010.

(14) Real Estate and Other Assets Owned:

The Company’s real estate and other assets owned balances at December 31, 2014, and December 31, 2013, represent properties and personal collateral acquired by the Bank through customer loan defaults. The property is recorded at the lower of cost or fair value less estimated cost of to sell at the date acquired with any loss recognized as a charge off through the allowance for loan loss account. Additional real estate and other asset losses may be determined on individual properties at specific intervals or at the time of disposal. Additional losses are recognized as a non-interest expense. As of December 31, 2014, and December 31, 2013, the composition of the Company’s balance in both real estate and other assets owned are as follows:

	December 31,
	2014		2013
One-to-four family mortgages	$	159		350
Land		1,768		1,124
Non-residential real estate		—		200
Total other assets owned	$	1,927		1,674

67

HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2014, 2013 and 2012

(Table Amounts in Thousands)

(15) Commitments and Contingencies:

In the ordinary course of business, the Bank has various outstanding commitments and contingent liabilities that are not reflected in the accompanying consolidated financial statements.

The Bank had open loan commitments at December 31, 2014 and 2013 of approximately $45.2 million and $31.1 million, respectively. At December 31, 2014 and 2013, the Bank had no fixed rate loan commitments. Unused lines of credit were approximately $80.1 million and $74.7 million at December 31, 2014 and 2013, respectively. Also at December 31, 2014 and December 31, 2013, the Bank has unused consumer lines of credit tied to customer deposit accounts of $35.5 million and $20.7 million, respectively.

The Company and the Bank have agreed to enter into employment agreements with certain officers, which provide certain benefits in the event of their termination following a change in control of the Company or the Bank. The employment agreements provide for an initial term of three years. On each anniversary of the commencement date of the employment agreements, the term of each agreement may be extended for an additional year at the discretion of the Board. In the event of a change in control of the Company or the Bank, as defined in the agreement, the officers shall be paid an amount equal to two times the officer’s base salary as defined in the employment agreement.

The Company and the Bank have entered into commitments to rent facilities, purchase services and lease operating equipment that are non-cancelable. At December 31, 2014, future minimal purchase, lease and rental commitments were as follows:

Years Ending December 31
2015	$	5,599
2016		2,268
2017		2,214
2018		187
2019		21
Total	$	10,289

The Company incurred rental expenses of approximately $66,000, $54,000 and $61,000 for the years ended December 31, 2014, 2013, and 2012, respectively.

In the normal course of business, the Bank and Corporation have entered into operating contracts necessary to conduct the Company’s daily business. The most significant operating contract is for the Bank’s data processing services. The monthly cost associated with this contract is variable based on the number of accounts and usage but has an expected annual cost of approximately $1.2 million. The Bank has several ATM branding agreements with local businesses. These agreements allow the Bank to maintain a cash machine and signage in various locations for an annual cost of approximately $130,000.

68

HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2014, 2013 and 2012

(Table Amounts in Thousands)

(15) Commitments and Contingencies: (Continued)

The Company is partially self-insured for medical benefits provided to employees. Heritage Bank is named as the plan administrator for this plan and has retained Anthem Blue Cross Blue Shield (“Anthem”) to process claims and handle other duties of the plan. Anthem does not assume any liabilities as a third party administrator. The Bank purchased two stop-loss insurance policies to limit total medical claims from Anthem. The first specific stop-loss policy limits the Company’s cost in any one year to $90,000 per covered individual. The Company has purchased a second stop-loss policy that limits the aggregate claims for the Company in a given year at $1,783,289 based upon the Company’s current enrollment. The Company has established a liability for outstanding claims as well as incurred but unreported claims. While management uses what it believes are pertinent factors in estimating the plan liability, the actual liability is subject to change based upon unexpected claims experience and fluctuations in enrollment during the plan year. At December 31, 2014, and December 31, 2013, the Company recognized a liability for self-insured medical expenses of approximately $170,000 and $393,000, respectively.

The Company is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers and to reduce its own exposure to fluctuations in interest rates. These financial instruments include commitments to extend credit, standby letters of credit, and financial guarantees. Those instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheets. The contract or notional amounts of those instruments reflect the extent of involvement the Company has in particular classes of financial instruments.

The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit and financial guarantees written is represented by the contractual notional amount of those instruments. The Company uses the same credit policies in making these commitments and conditional obligations as it does for on-balance-sheet instruments.

	December 31,
	2014		2013
Commitments to extend credit	$	45,177		31,103
Standby letters of credit		462		322
Unused commercial lines of credit		49,026		44,962
Unused home equity lines of credit		29,843		29,733

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Company upon extension of credit, is based on management’s credit evaluation of the counter-party. Collateral held varies but may include property, plant, and equipment and income-producing commercial properties.

69

HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2014, 2013 and 2012

(Table Amounts in Thousands, Except Percentages)

(15) Commitments and Contingencies: (Continued)

Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. Those guarantees are primarily issued to support public and private borrowing arrangements, including commercial paper, bond financing, and similar transactions. Most guarantees extend from one to two years. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers.

In October of 2008, the Company entered into an interest rate swap agreement for a term of seven years and an amount of $10 million. The Bank will pay a fixed rate of 7.27% for seven years and receive an amount equal to the three-month London Interbank Lending Rate (Libor) plus 3.10%. The interest rate swap is classified as a cash flow hedge by the Bank and will be tested quarterly for effectiveness. At December 31, 2014, the cost of the Bank to terminate the cash flow hedge is approximately $390,000. The Bank, in the normal course of business, originates fixed rate mortgages that are sold to Freddie Mac. Upon tentative underwriting approval by Freddie Mac, the Bank issues a best effort commitment to originate a fixed rate first mortgage under specific terms and conditions that the Bank intends to sell to Freddie Mac. The Bank no longer assumes a firm commitment to originate fixed rate loans, thus eliminating the risk of having to deliver loans they did not close or pay commitment fees to make Freddie Mac whole.

The Company is subject to various claims and legal actions that have arisen in the course of conducting business. Management does not expect the ultimate disposition of these matters to have a material adverse impact on the Company’s financial statements.

(16) Regulatory Matters:

Prior to June 5, 2013, the Corporation was a federally chartered thrift holding company regulated by the Federal Reserve Bank and the bank subsidiary was regulated by the Office of the Comptroller of the Currency. On June 5, 2013, the Bank converted its charter to a Kentucky non-member state chartered commercial bank. The Corporation is now a commercial bank holding company and, as such, is subject to regulation, examination and supervision by the Federal Reserve Bank. The Corporation’s wholly owned bank subsidiary is a state chartered commercial bank supervised by the Kentucky Department of Financial Institutions and the Federal Deposit Insurance Corporation. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Corporation’s and the Bank’s financial statements.

Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank’s assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. The Bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.

70

HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2014, 2013 and 2012

(Table Amounts in Thousands, Except Percentages)

(16) Regulatory Matters: (Continued)

Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the table below) of tangible and core capital (as defined in the regulations) to adjusted total assets (as defined), and of total capital (as defined) and Tier 1 to risk weighted assets (as defined). Management believes, as of December 31, 2014, and 2013, that the Bank meets all capital adequacy requirements to which it is subject.

The Company’s consolidated capital ratios and the Bank’s actual capital amounts and ratios as of December 31, 2014, and December 31, 2013, are presented below:

	Consolidated Actual					Bank Actual					Required for Capital Adequacy Purposes					Required to be Categorized as Well Capitalized Under Prompt Corrective Action Provisions
	Amount		Ratio			Amount		Ratio			Amount		Ratio			Amount		Ratio
As of December 31, 2014
Tier 1 Leverage capital to adjusted total assets	$	104,813		11.1	%	$	102,240		11.0	%	$	37,252		4.0	%	$	46,567		5.00	%
Total capital to risk weighted assets	$	111,102		18.0	%	$	108,529		17.6	%	$	46,576		8.0	%	$	58,220		10.0	%
Tier 1 capital to risk weighted assets	$	104,813		19.1	%	$	102,240		18.6	%		N/A		N/A		$	55,878		6.00	%
As of December 31, 2013
Tier 1 Leverage capital to adjusted total assets	$	107,016		11.2	%	$	101,720		10.8	%	$	37,819		4.00	%	$	47,274		5.00	%
Total capital to risk weighted assets	$	114,706		18.6	%	$	109,410		17.8	%	$	49,138		8.00	%	$	61,423		10.00	%
Tier 1 capital to risk weighted assets	$	107,016		17.4	%	$	101,720		16.6	%		N/A		N/A		$	36,854		6.00	%

71

HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2014, 2013 and 2012

(17) Stockholders’ Equity:

The Company’s sources of income and funds for dividends to its stockholders are earnings on its investments and dividends from the Bank. The Bank’s primary regulator, the KDFI, has regulations that impose certain restrictions on payment of dividends to the Corporation. Current regulations of the KDFI allow the Bank (based upon its current capital level and supervisory status assigned by the KDFI) to pay a dividend as long as the Bank subsidiary maintains an appropriate Tier 1 Capital ratio. Furthermore, for the Bank to pay a dividend to the Corporation without regulatory approval, the dividend is limited to the total amount of the Bank’s current year net income plus the Bank’s net income of the prior two years less any previous dividends paid by the Bank to the Corporation during that time. At December 31, 2014, the Bank was unable to pay additional dividends to the without regulatory approval. Given the prospects for the approval of Basel III, the Company anticipates that in practice it will need to maintain a minimum Tier 1 Capital ratio of 8.50% at its bank subsidiary to continue to pay dividends to common shareholders and will structure its business plan to maintain a Tier 1 Capital ratio at the Bank level at or above 9.00%.

Federal Reserve regulations also place restrictions after the conversion on the Company with respect to repurchases of its common stock. With prior notice to the Federal Reserve, the Company is allowed to repurchase its outstanding shares. In August 2006, under the supervision of the OTS, the Company announced that it replaced a previously announced stock buyback plan with a new plan to purchase up to 125,000 shares of common stock over the next two years. Under the plan that expired September 30, 2008, the Company purchased 106,647 shares of common stock at an average price of $15.36 per share. The Company reissued 112,639 shares of Treasury Stock as part of the stock offering discussed below.

On August 29, 2013, the Company’s Board of Directors approved the commencement of a new stock repurchase program of up to 375,000 shares of the Company’s, or approximately 5% of total shares outstanding. On October 28, 2014, the Company announced it may purchase an additional 300,000 shares of common stock. The Company will conduct repurchases through open market transactions or in privately negotiated transactions that may be made from time to time depending on market conditions and other factors. At December 31, 2014, the Company holds a total of 778,383 shares of treasury stock at an average price of $12.11 per share.

On December 12, 2008, HopFed Bancorp issued 18,400 shares of preferred stock to the United States Treasury (Treasury) for $18,400,000 pursuant to the Capital Purchase Program. The Company issued a Warrant to the Treasury as a condition to its participation in the Capital Purchase Program. The Warrant had an exercise price of $11.32 each and was immediately exercisable, giving the Treasury the right to purchase 243,816 shares of the Company’s Common Stock. The warrants expired ten years from the date of issuance. The Preferred Stock had no stated maturity and was non-voting, other than having class voting rights on certain matters, and pays cumulative dividends quarterly at a rate of 5% per year for the first five years and 9% thereafter. As a result of a 2% stock dividend paid to shareholders of record at September 30, 2010, total warrants issued was adjusted to 248,692 and the warrant strike price was adjusted to $11.098. As a result of a 2% stock dividend paid to shareholders of record at October 3, 2011, total warrants issued was adjusted to 253,667 and the warrant strike price was adjusted to $10.88.

72

HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2014, 2013 and 2012

(17) Stockholders’ Equity: (Continued)

On December 19, 2012, HopFed Bancorp repurchased the 18,400 shares of Preferred Stock previously sold to the Treasury at par plus accrued dividends. The repurchase was accomplished with the assistance of a $6.0 million dividend paid to the Company from the Bank. On January 11, 2013, the Company repurchased the warrant from the Treasury for $256,257.

On September 16, 2010, and September 21, 2011, respectively, the Company declared a 2% stock dividend payable to shareholders of record on September 30, 2010 and October 3, 2011. The stock dividend was paid on October 18, 2010, and October 18, 2011, resulting in the issuance of 143,458 shares of common stock in October of 2010 and 146,485 shares of common stock in October 2011. As discussed earlier, both the price and amount of all outstanding options and common stock warrants were adjusted accordingly.

The common stock warrants were assigned a value of $2.28 per warrant, or $555,900. As a result, the value of the warrants was recorded as a discount on the preferred stock and was accreted as a reduction in net income available for common shareholders. In 2012, the Company accelerated the last year of our warrant accretion, recognizing $222,360 of accretion, due to the repurchase of all preferred stock from the Treasury and our stated plans to attempt to repurchase the warrant. For the purposes of these calculations, the fair value of the common stock warrants was estimated using the following assumptions:

•    Risk free rate		2.60	%
•    Expected life of warrants		10 years
•    Expected dividend yield		3.50	%
•    Expected volatility		26.5	%
•    Weighted average fair value	$	2.28

The Company’s computation of expected volatility is based on the weekly historical volatility. The risk free rate was the approximate rate of the ten year treasury at the end of November 2008.

The Company has paid all interest payments due on HopFed Capital Trust 1. If interest payments to HopFed Capital Trust 1 are not made in a timely manner, the Company is prohibited from making cash dividend payments to its common shareholders.

In July 2013, the Federal Reserve Board and the FDIC approved final rules that substantially amend the regulatory risk-based capital rules applicable to Heritage Bank USA, Inc. and HopFed Bancorp, Inc. The final rules implement the regulatory capital reforms of the Basel Committee on Banking Supervision reflected in “Basel III: A Global Regulatory Framework for More Resilient Banks and Banking Systems” (Basel III) and changes required by the Dodd-Frank Act.

73

HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2014, 2013 and 2012

(17) Stockholders’ Equity: (Continued)

Under these rules, the leverage and risk-based capital ratios of bank holding companies may not be lower than the leverage and risk-based capital ratios for insured depository institutions. The final rules implementing the Basel III regulatory capital reforms will become effective as to the Bank and Corporation on January 1, 2015, and include new minimum risk-based capital and leverage ratios. Moreover, these rules refine the definition of what constitutes “capital” for purposes of calculating those ratios, including the definitions of Tier 1 capital and Tier 2 capital.

The new minimum capital level requirements applicable to bank holding companies and banks subject to the rules are:

• a new common equity Tier 1 capital ratio of 4.5%;

• a Tier 1 risk-based capital ratio of 6% (increased from 4%)

• a total risk-based capital ratio of 8% (unchanged from current rules)

• a Tier 1 leverage ratio of 4% for all institutions.

The rules also establish a “capital conservation buffer” of 2.5% (to be phased in over three years) above the new regulatory minimum risk-based capital ratios, and result in the following minimum ratios once the capital conservation buffer is fully phased in:

• a common equity Tier 1 risk-based capital ratio of 7.0%

• a Tier 1 risk-based capital ratio of 8.5%

• a total risk-based capital ratio of 10.5%.

At December 31, 2014, the Bank and Corporation met all fully phased capital requires of Basel III, including the capital conservation buffer of 2.5%.

74

HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2014, 2013 and 2012

(18) Earnings Per Share:

Earnings per share of common stock are based on the weighted average number of basic shares and dilutive shares outstanding during the year. Common stock warrants outstanding are not included in the dilutive earnings per share computations because they would be anti-dilutive.

The following is a reconciliation of weighted average common shares for the basic and dilutive earnings per share computations:

	Years Ended December 31,
	2014		2013		2012
Basic earnings per share:
Weighted average common shares		7,306,078		7,483,606		7,486,445
Adjustment for stock dividend		—		—		—
Weighted average common shares		7,306,078		7,483,606		7,486,445
Dilutive effect of stock options		—		—		—
Adjustment for stock dividend		—		—		—
Weighted average common and incremental shares		7,306,078		7,483,606		7,486,445

(19) Variable Interest Entities:

Under ASC 810, the Company is deemed to be the primary beneficiary and required to consolidate a variable interest entity (VIE) if it has a variable interest in the VIE that provides it with a controlling financial interest. For such purposes, the determination of whether a controlling financial interest exists is based on whether a single party has both the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. ASC 810 requires continual reconsideration of conclusions reached regarding which interest holder is a VIE’s primary beneficiary and disclosures surrounding those VIE’s which have not been consolidated. The consolidation methodology provided in this footnote as of December 31, 2014 and 2013 has been prepared in accordance with ASC 810. At December 31, 2014, the Company did not have any consolidated variable interest entities to disclose but did have a commitment to a low income housing partnership and issued trust preferred securities.

75

HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2014, 2013 and 2012

(Table Amounts in Thousands)

(20) Condensed Parent Company Only Financial Statements:

The following condensed balance sheets as of December 31, 2014, and December 31, 2013, and condensed statements of income and cash flows for the years ended December 31, 2014, 2013 and 2012 of the parent company only should be read in conjunction with the consolidated financial statements and the notes thereto.

Condensed Balance Sheets:
	2014			2013
Assets:
Cash and due from banks	$	2,932			5,199
Investment in subsidiary		106,088			100,914
Prepaid expenses and other assets		534			1,078
Total assets	$	109,554		$	107,191
Liabilities and equity
Liabilities
Unrealized loss on derivative	$	390			750
Dividends payable - common		301			325
Interest payable		87			87
Other liabilities		64			2
Subordinated debentures		10,310			10,310
Total liabilities		11,152			11,474
Equity:
Preferred stock		—			—
Common stock		79			79
Additional paid-in capital		58,466			58,302
Retained earnings		45,729			44,694
Treasury stock- common stock		(9,429	)		(5,929	)
Accumulated other comprehensive income		3,557			(1,429	)
Total equity		98,402			95,717
Total liabilities and equity	$	109,554			107,191

76

HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2014, 2013 and 2012

(Table Amounts in Thousands)

(20) Condensed Parent Company Only Financial Statements: (Continued)

Condensed Statements of Income:

	2014			2013			2012
Interest and dividend income:
Dividend income from subsidiary Bank	$	2,600			5,500			6,000
Income on agency securities		—			—			56
Total interest and dividend income		2,600			5,500			6,056
Interest expense		737			733			745
Non-interest expenses		546			684			584
Total expenses		1,283			1,417			1,329
Income (loss) before income taxes and equity in undistributed earnings of subsidiary		1,317			4,083			4,727
Income tax benefits		(459	)		(496	)		(367	)
Income (loss) before equity in undistributed earnings of subsidiary		1,776			4,579			5,094
Equity in (distribution in excess of) earnings of subsidiary		423			(817	)		(1,025	)
Net income		2,199			3,762			4,069
Preferred stock dividend and warrant accretion		—			—			(1,229	)
Income available to common shareholders	$	2,199			3,762			2,840

77

HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2014, 2013 and 2012

(Table Amounts in Thousands)

(20) Condensed Parent Company Only Financial Statements: (Continued)

Condensed Statements of Cash Flows:

	2014			2013			2012
Cash flows from operating activities:
Net income	$	2,199			3,762			4,069
Adjustments to reconcile net income to net cash (used in) provided by operating activities
Equity in undistributed earnings of subsidiary		(423	)		817			1,025
Amortization of restricted stock		164			115			99
Increase (decrease) in:
Current income taxes payable		200			(355	)		74
Accrued expenses		280			(142	)		(1	)
Net cash (used in) provided by operating activities:		2,420			4,197			5,266
Cash flows for investing activities:
Net cash flow used in investing activities		—			—			—
Cash flows from financing activities:
Purchase of preferred stock - treasury		—			—			(18,400	)
Purchase of common stock - treasury		(3,500	)		(853	)		—
Purchase of common stock warrant		—			(257	)		—
Dividends paid on preferred stock		—			—			(1,007	)
Dividends paid on common stock		(1,187	)		(751	)		(598	)
Net cash (used in) provided by financing activities		(4,687	)		(1,861	)		(20,005	)
Net increase (decrease) in cash		(2,267	)		2,336			(14,739	)
Cash and due from banks at beginning of year		5,199			2,863			17,602
Cash and due from banks at end of year	$	2,932			5,199			2,863

78

HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2014, 2013 and 2012

(Table Amounts in Thousands)

(21) Investments in Affiliated Companies (Unaudited):

Investments in affiliated companies accounted for under the equity method consist of 100% of the common stock of HopFed Capital Trust I (the Trust), a wholly owned statutory business trust. The Trust was formed on September 25, 2003. Summary financial information for the HopFed Capital Trust 1 is as follows:

Summary Balance Sheets

	December. 31, 2014		December. 31, 2013
Asset – investment in subordinated debentures issued by HopFed Bancorp, Inc.	$	10,310		10,310
Liabilities	$	—		—
Stockholders’ equity:
Trust preferred securities		10,000		10,000
Common stock (100% owned by HopFed Bancorp, Inc.)		310		310
Total stockholder’s equity		10,310		10,310
Total liabilities and stockholder’s equity	$	10,310		10,310

Summary Statements of Income

	Years Ended December. 31,
	2014		2013
Income – interest income from subordinated debentures issued by HopFed Bancorp, Inc.	$	348		353
Net income	$	348		353

Summary Statements of Stockholder’s Equity

	Trust Preferred Securities		Common Stock		Retained Earnings			Total Stockholder’s Equity
Beginning balances, January 1, 2014	$	10,000		310		—			10,310
Retained earnings:
Net income		—		—		348			348
Dividends:
Trust preferred securities		—		—		(337	)		(337	)
Common dividends paid to HopFed Bancorp, Inc.		—		—		(11	)		(11	)
Total retained earnings		—		—		—			—
Ending balances, December 31, 2014	$	10,000		310		—			10,310

79

HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2014, 2013 and 2012

(Table Amounts in Thousands, Except Share Amounts)

(22) Quarterly Results of Operations: (Unaudited)

Summarized unaudited quarterly operating results for the year ended December 31, 2014:

	First Quarter			Second Quarter			Third Quarter			Fourth Quarter
December 31, 2014:
Interest and dividend income	$	8,658			8,734			8,994			8,294
Interest expense		2,338			2,354			2,186			2,001
Net interest income		6,320			6,380			6,808			6,293
Provision for loan losses		380			(261	)		(892	)		(1,500	)
Net interest income after provision for loan losses		5,940			6,641			7,700			7,793
Noninterest income		1,598			1,945			2,393			1,904
Noninterest expense		7,324			7,447			7,563			11,582
Income (loss) before income taxes		214			1,139			2,530			(1,885	)
Income tax expense (benefit)		(140	)		214			577			(852	)
Net income (loss)	$	354			925			1,953			(1,033	)
Basic earnings (loss) per share	$	0.05			0.13			0.27			(0.14	)
Diluted earnings (loss) per share	$	0.05			0.13			0.27			(0.14	)
Weighted average shares outstanding:
Basic		7,416,716			7,376,726			7,265,597			7,165,957
Diluted		7,416,716			7,376,726			7,265,597			7,165,957

80

HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2014, 2013 and 2012

(22) Quarterly Results of Operations: (Unaudited)

Summarized unaudited quarterly operating results for the year ended December 31, 2013:

	First Quarter		Second Quarter		Third Quarter		Fourth Quarter
December 31, 2013:
Interest and dividend income	$	9,305		8,994		8,795		8,763
Interest expense		2,914		2,794		2,496		2,377
Net interest income		6,391		6,200		6,299		6,386
Provision for loan losses		376		406		426		396
Net interest income after provision for loan losses		6,015		5,794		5,873		5,990
Noninterest income		2,483		2,828		1,769		2,292
Noninterest expense		7,274		7,124		6,984		7,256
Income before income taxes		1,224		1,498		658		1,026
Income tax expense (benefit)		240		332		122		(50	)
Net income	$	984		1,166		536		1,076
Basic earnings per share	$	0.13		0.16		0.07		0.14
Diluted earnings per share	$	0.13		0.16		0.07		0.14
Weighted average shares outstanding:
Basic		7,488,445		7,488,906		7,483,582		7,430,970
Diluted		7,488,445		7,488,906		7,483,582		7,430,970

81

HopFed Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements, Continued

December 31, 2014, 2013 and 2012

(23) Comprehensive Income:

FASB ASC 220, Comprehensive Income, established standards for reporting comprehensive income. Comprehensive income includes net income and other comprehensive net income which is defined as non-owner related transactions in equity. The following table sets forth the amounts of other comprehensive income (loss) included in stockholders’ equity along with the related tax effect for the years ended December 31, 2014, 2013 and 2012.

	Pre-Tax Amount			Tax Benefit (Expense)			Net of Tax Amount
December 31, 2014:
Unrealized holding gains (losses) on:
Available for sale securities	$	7,773			(2,643	)		5,130
Derivatives		359			(122	)		237
Reclassification adjustments for gains on:
Available for sale securities		(578	)		197			(381	)
	$	7,554			(2,568	)		4,986
December 31, 2013:
Unrealized holding gains on:
Available for sale securities	($	16,012	)		5,444			(10,568	)
Derivatives		376			(128	)		248
Reclassification adjustments for gains on:
Available for sale securities		(1,661	)		565			(1,096	)
Other than temporary impairment		400			(136	)		264
	($	16,897	)		5,745			(11,152	)
December 31, 2012:
Unrealized holding gains on:
Available for sale securities	$	5,071			(1,723	)		3,348
Derivatives		171			(58	)		113
Reclassification adjustments for gains on:
Available for sale securities		(1,671	)		567			(1,104	)
	$	3,571			(1,214	)		2,357

(24) Subsequent Events:

On January 20, 2015, the Kentucky Department of Financial Institutions approved a special request of the Bank’s Board of Directors to pay a $16.0 million dividend to the Company. The approval for the Bank to pay the dividend is valid for twelve months. The Bank and Corporation expect to be well capitalized and meet all capital requirements under Basel III after the payment of this dividend.

On February 2, 2015, the Bank paid an $8.3 million dividend to the Corporation. The dividend proceeds were used to make two purchases of treasury stock, one for 80,000 shares and one for 534,943 shares.

On February 27, 2015, the Company implemented the HopFed Bancorp, Inc. 2015 Employee Stock Ownership Plan (the “ESOP”) which covers substantially all employees who are at least 21 years old with at least one year of employment with the Corporation and Heritage Bank USA, Inc. (the “Bank”), the Company’s commercial bank subsidiary. Employer contributions to the ESOP are expected to replace matching and profit sharing contributions to the Heritage Bank 401(k) Plan sponsored by the Bank. The ESOP has three individuals who have been selected by the Company to serve as trustees. A directed corporate trustee has also been appointed. The ESOP will be administered by a committee (the “Committee”) composed of three or more individuals selected by the Company or its designee. Until the Committee is appointed, the trustees will carry out the duties and responsibilities of the Committee.

The 2015 ESOP has filed a Notice of Change of Control with the Federal Reserve Bank of St. Louis. The notice is required for the 2015 ESOP to exceed 9.9% ownership of the Company’s stock. If approved, the 2015 ESOP may elect to acquire up to 1.0 million shares of the Company’s treasury stock. Beginning in 2015, the Company will utilize the 2015 ESOP as the primary retirement benefit for its employees. The Company will continue to offer a 401-K plan for its employees but will no longer contribute for the benefit of its employees.

On March 2, 2015, the ESOP entered into a loan agreement with the Corporation to borrow up to $13,500,000 to purchase up to 1,000,000 shares common stock (“ESOP Loan”). On the same date, the ESOP purchased an initial block of 600,000 shares from the Corporation at a cost of $7,884,000 using the proceeds of the ESOP Loan. In accordance with the ESOP Loan documents, the common stock purchased by the ESOP serves as collateral for the ESOP Loan. The ESOP Loan will be repaid principally from discretionary contributions by the Bank to the ESOP over a period ending no later than December 31, 2040. The ESOP Loan documents provide that the ESOP Loan may be repaid over a shorter period, without penalty for prepayments. The interest rate on the ESOP Loan is 3.0%. Shares purchased by the ESOP will be held in a suspense account for allocation among participants as the ESOP Loan is repaid. The ESOP shares are dividend paying. Dividends on the shares will be used to repay the ESOP Loan.

On January 1, 2015, FFKY was sold and merged into Community Bank Shares of Indiana, Inc. (“CBIN”) with CBIN being the surviving Company. On January 20, 2015, the Company was informed in writing by Wilmington Trust, trustee for the debentures, that CBIN terminated the interest extension period of the debenture by making a deposit equal to all amounts due, including compounded interest, with Wilmington Trust. The Company expects to receive approximately $871,000 of past due interest on March 16, 2015.

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