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EX-32 - EXHIBIT 32 - HMN FINANCIAL INCex_230680.htm
EX-31.2 - EXHIBIT 31.2 - HMN FINANCIAL INCex_230679.htm
EX-31.1 - EXHIBIT 31.1 - HMN FINANCIAL INCex_230678.htm
EX-23.1 - EXHIBIT 23.1 - HMN FINANCIAL INCex_231806.htm
10-K - FORM 10-K - HMN FINANCIAL INChmnf20201231_10k.htm
 

Exhibit 13

 

 

Table of Contents

 

 

Financial Highlights  1
Letter to Shareholders and Clients 2
Board of Directors    4
Five-year Consolidated Financial Highlights  5
Management Discussion and Analysis 6
Consolidated Financial Statements 21
Notes to Consolidated Financial Statements 25
Report of Independent Registered Public Accounting Firm 57
Other Financial Data 60
Selected Quarterly Financial Data  61
Common Stock Information 63
Corporate and Shareholder Information Inside Back Cover
Directors and Officers Inside Back Cover
 

 

HMN Financial, Inc. and Home Federal Savings Bank are headquartered in Rochester, Minnesota. Home Federal Savings Bank operates twelve full service offices in Minnesota located in Albert Lea, Austin, Eagan, Kasson, La Crescent, Owatonna, Rochester (4), Spring Valley and Winona, one full service office in Marshalltown, Iowa, and one full service office in Pewaukee, Wisconsin. The Bank also operates a loan origination office in Sartell, Minnesota.

 

 

 

 

Financial Highlights

 

   

At or For the Year Ended

         

Operating Results:

 

December 31,

   

Percentage

 

(Dollars in thousands, except per share data)

 

2020

   

2019

   

Change

 

Total interest income

  $ 31,959       31,890       0.2

%

Total interest expense

    2,851       3,339       (14.6 )

Net interest income

    29,108       28,551       2.0  

Provision for loan losses

    2,699       (1,216 )     322.0  

Net interest income after provision for loan losses

    26,409       29,767       (11.3 )

Fees and service charges

    2,877       3,100       (7.2 )

Loan servicing fees

    1,356       1,278       6.1  

Gain on sales of loans

    9,531       2,941       224.1  

Other non-interest income

    1,190       1,136       4.8  

Total non-interest income

    14,954       8,455       76.9  

Total non-interest expense

    26,993       27,105       (0.4 )

Income before income tax expense

    14,370       11,117       29.3  

Income tax expense

    4,068       3,324       22.4  

Net income

  $ 10,302       7,793       32.2  
                         

Per Common Share Information:

                       

Earnings per common share and common share equivalents:

                       

Basic

  $ 2.23       1.69          

Diluted

    2.22       1.68          

Stock price (for the year):

                       

High

  $ 21.76       23.34          

Low

    13.06       19.01          

Close

    17.20       21.01          

Book value per common share

    21.65       19.13          

Closing price to book value

    79.45

%

    109.83

%

       
                         

Financial Ratios:

                       

Return on average assets

    1.21

%

    1.05

%

    15.2

%

Return on average stockholders’ equity

    10.56       8.74       20.8  

Net interest margin

    3.55       4.04       (12.1 )

Operating expenses to average assets

    3.16       3.67       (13.9 )

Average stockholders’ equity to average assets

    11.43       12.06       (5.2 )

Stockholders’ equity to total assets at year end

    11.35       11.91       (4.7 )

Non-performing assets to total assets

    0.37       0.34       8.8  

Efficiency ratio

    61.26       73.25       (16.4 )

 

Balance Sheet Data:

 

December 31,

   

Percentage

 

(Dollars in thousands)

 

2020

   

2019

   

Change

 

Total assets

  $ 909,580       777,639       17.0

%

Securities available for sale

    148,090       107,592       37.6  

Loans held for sale

    6,186       3,606       71.5  

Loans receivable, net

    642,630       596,392       7.8  

Deposits

    795,204       673,870       18.0  

Stockholders’ equity

    103,252       92,648       11.4  

Home Federal Savings Bank regulatory capital ratios:

                       

Common equity Tier 1 capital

    13.62

%

    13.21

%

    3.1

%

Tier 1 leverage

    9.85       10.89       (9.5 )

Tier 1 risk-based capital

    13.62       13.21       3.1  

Total risk-based capital

    14.87       14.46       2.8  

 

1

 

Letter to Shareholders and Clients

 

I am proud to present you with our 2020 Annual Report. The past year was marked by many unexpected challenges and opportunities.

 

We began the year by closely monitoring the news from China of a novel respiratory virus, and the discovery of what we now know as COVID-19. We are fortunate to have a retired Mayo Clinic physician on our Board of Directors as well as numerous contacts within the Mayo Clinic, who recognized how serious the situation in China was, and encouraged us to take important early steps to prepare for the impact the virus would unfortunately have on our organization, our clients and our communities.

 

During the year, we closely monitored and complied with numerous health directives and executive orders in the three states where we operate. Our branch lobbies were closed and reopened several times during the year as state and local government agencies adjusted restrictions to flatten spikes in the virus transmission levels. Approximately 80% of our production and support staff worked remotely during the year. Some employees, whose duties required them to work on site, were divided into teams and placed on rotating schedules to reduce the chance of department wide outbreaks of the virus. Our information technology staff worked tirelessly throughout the year to ensure connectivity for our remote employees and the seamless delivery of our products and services to our clients. Our Human Resources and Operations departments developed and amended workplace policies and procedures to ensure continued regulatory compliance and employee safety.

 

We were fortunate that we entered the year in a strong asset quality position, with only 0.34% of our assets classified as non-performing at the beginning of 2020. This was made possible by a strong economy, prudent underwriting, and a well-timed decision to move our weakest credits out of the Bank during 2019. Our strong asset quality position enabled us to offer our commercial clients the flexibility they would need to deal with the impact that COVID-19 would have on their businesses.

 

We also began the year with a very strong capital position, no wholesale funding, and no corporate debt. These factors, combined with our strong core deposit base and liquidity levels, allowed us to generate positive financial results in 2020 despite the effects of the pandemic.

 

Declines in mortgage rates during the year fueled a significant increase in demand for loans to purchase and construct new homes and to refinance existing home loans. Our Home Mortgage department originated over $310 million in new loans during the year and we realized $9.5 million in gains on the loans that were sold into the secondary market, both of which were record highs for the Bank.

 

Our Business Banking and Small Business Administration (SBA) Loan departments worked together to originate over $53 million in loans under the Paycheck Protection Program (PPP), a federal program to help businesses keep employees on their payrolls as businesses were forced to shut down due to the pandemic. By year end, approximately 36% of these loans had been forgiven by the SBA, a testament to our prudent review and underwriting of the PPP loan applications and our ability to assist our clients in navigating the SBA forgiveness application process. By year end, $1.1 million of the net fees generated by these loans had been recognized into income. Our business banking staff also underwrote and approved deferral agreements covering over $123 million in commercial and consumer loans during the year to help our clients deal with COVID-19 related disruptions in cash flow. Fortunately, by year end most of these loans had resumed making their scheduled payments and there remained only $35 million in loans with modified payment terms as of December 31, 2020.

 

2

 

Our wealth management area, Home Federal Investment Services, also posted strong results in terms of assets under management and total recurring revenue. We are proud to have been ahead of the curve in moving from a transaction fee based delivery model to one more based on advisory fees. This advisory fee model is designed to assure our clients that they are investing in the most appropriate products to meet their individual investment goals and objectives.

 

During the year, deposits grew to over $795 million, up 18% from the previous year, while total assets increased to nearly $910 million. This growth, combined with the increased production mentioned earlier, resulted in net income for the year of $10.3 million, or $2.22 per share, compared to $7.8 million, or $1.68 per share in 2019.

 

As I write this letter, new daily positive test results, as well as daily deaths attributed to the virus have fallen considerably. We are optimistic that the rate of vaccinations to prevent COVID-19 will increase substantially during the first half of 2021, encourage herd resistance and enable our economy to gradually reopen. We will remain vigilant and do our part to ensure the safety of our employees, our valued clients and the communities we serve.

 

I am very proud of the commitment our employees have demonstrated to the success of our company, and thank them for the flexibility they have shown our organization this past year in balancing the demands that the pandemic has had on their lives both at home and at work.

 

I wish you all the best of health this coming year and thank you for your continued support of HMN Financial Inc. and Home Federal Savings Bank. Together we can build a stronger, more profitable Company.

 

Best Regards,

 

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Bradley Krehbiel
President and Chief Executive Officer

 

3

 

 

Board of Directors

 

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bkrehbiel.jpg

Dr. Wendy Shannon

Board Chair

Bradley Krehbiel

President and CEO

         

aberning.jpg
sborgman.jpg
mbue.jpg
bnigon.jpg

Allen Berning

Sequoya Borgman

Michael Bue

Bernard Nigon

                           

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hzietlow.jpg

Dr. Hugh Smith

Mark Utz

Hans Zietlow

 

4

 

Five-Year Consolidated Financial Highlights

 

Selected Operations Data:

 

Year Ended December 31,

 

(Dollars in thousands, except per share data)

 

2020

   

2019

   

2018

   

2017

   

2016

 

Total interest income

  $ 31,959       31,890       30,381       27,680       27,349  

Total interest expense

    2,851       3,339       2,233       1,797       1,593  

Net interest income

    29,108       28,551       28,148       25,883       25,756  

Provision for loan losses

    2,699       (1,216 )     (649 )     (523 )     (645 )

Net interest income after provision for loan losses

    26,409       29,767       28,797       26,406       26,401  

Fees and service charges

    2,877       3,100       3,330       3,354       3,427  

Loan servicing fees

    1,356       1,278       1,255       1,202       1,108  

Gain on sales of loans

    9,531       2,941       2,095       2,138       2,618  

Other non-interest income

    1,190       1,136       1,034       960       1,048  

Total non-interest income

    14,954       8,455       7,714       7,654       8,201  

Total non-interest expense

    26,993       27,105       25,387       25,254       24,130  

Income before income tax expense

    14,370       11,117       11,124       8,806       10,472  

Income tax expense

    4,068       3,324       2,888       4,402   (1)   4,122  

Net income

  $ 10,302       7,793       8,236       4,404       6,350  
                                         

Basic earnings per common share

  $ 2.23       1.69       1.89       1.04       1.52  

Diluted earnings per common share

    2.22       1.68       1.71       0.90       1.34  

 

(1) Relates to the decrease in the Company’s net deferred tax asset as a result of the reduction in the corporate federal tax rate from 34% to 21% in the fourth quarter of 2017.

 

Selected Financial Condition Data:

 

At December 31,

 

(Dollars in thousands, except per share data)

 

2020

   

2019

   

2018

   

2017

   

2016

 

Total assets

  $ 909,580       777,639       712,315       722,685       682,023  

Securities available for sale

    148,090       107,592       79,859       77,472       78,477  

Loans held for sale

    6,186       3,606       3,444       1,837       2,009  

Loans receivable, net

    642,630       596,392       586,688       585,931       551,171  

Deposits

    795,204       673,870       623,352       635,601       592,811  

Federal Home Loan Bank advances and other borrowings

    0       0       0       0       7,000  

Stockholders’ equity

    103,252       92,648       83,147       80,818       75,919  

Book value per common share

    21.65       19.13       17.19       17.97       16.91  
                                         

Number of full service offices

    14       14   (2)   14       13       13  

Number of loan origination offices

    1       1   (2)   2       3       3  
                                         

Key Ratios: (3)

                                       

Stockholders’ equity to total assets at year end

    11.35

%

    11.91

%

    11.67

%

    11.18

%

    11.13

%

Average stockholders’ equity to average assets

    11.43       12.06       11.52       11.43       11.07  

Return on stockholders’ equity (ratio of net income to average equity)

    10.56       8.74       9.88       5.52       8.71  

Return on assets (ratio of net income to average assets)

    1.21       1.05       1.14       0.63       0.96  

 

(2) In 2019, converted Wisconsin loan origination office to a full service office and consolidated the two Kasson offices into one location.

(3) Average balances were calculated based upon amortized cost without the market value impact of ASC 320.

 

See accompanying notes to consolidated financial statements.

 

5

 

Management Discussion and Analysis

 

This Annual Report, other reports filed by HMN Financial, Inc. (HMN or the Company) with the Securities and Exchange Commission (SEC), and the Company’s proxy statement may contain forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are often identified by such forward-looking terminology as “expect,” “estimate,” “intend,” “look,” “believe,” “anticipate,” “project,” “continue,” “may,” “will,” “would,” “could,” “target,” “goal,” “should,” and “trend,” or similar statements or variations of such terms and include, but are not limited to, those relating to growing our core deposit relationships and loan balances; enhancing the financial performance of our core banking operations; maintaining credit quality; maintaining net interest margins; reducing non-performing assets and generating improved financial results (including profitability); the adequacy and amount of available liquidity and capital resources to Home Federal Savings Bank (the Bank); the Company’s liquidity and capital requirements; the anticipated impacts of the COVID-19 pandemic and efforts to mitigate the same on the general economy, our clients, and the allowance for loan losses; the anticipated benefits that will be realized by our clients from government assistance programs related to the COVID-19 pandemic; the amount of anticipated loans to be originated under the second round of the Paycheck Protection Plan (PPP), the amount of the Bank’s non-performing assets in future periods and the appropriateness of the allowances therefor; anticipated future levels of the provision for loan losses; future losses on non-performing assets; the amount and composition of interest earning assets; the amount of yield enhancements relating to non-accruing and purchased loans; the amount and compositions of non-interest and interest-bearing liabilities; the availability of alternate funding sources; the payment of dividends or repurchases of stock by HMN; the amount of deposits that will be withdrawn from checking and money market accounts and how the withdrawn deposits will be replaced; the projected changes in net interest income based on rate shocks; the range that interest rates may fluctuate over the next twelve months; the net market risk of interest rate shocks; the future outlook for the issuer of the trust preferred securities held by the Bank; the anticipated results of litigation and our assessment of the impact on our financial statements; the ability of the Bank to pay dividends to HMN; the ability to remain well capitalized; the impact of new accounting pronouncements; and compliance by the Bank with regulatory standards generally (including the Bank’s status as “well-capitalized”) and other supervisory directives or requirements to which the Company or the Bank are or may become expressly subject.

 

A number of factors, many of which may be amplified by the COVID-19 pandemic and efforts to mitigate the same, could cause actual results to differ materially from the Company’s assumptions and expectations. These include but are not limited to the adequacy and marketability of real estate and other collateral securing loans to borrowers; federal and state regulation and enforcement; possible legislative and regulatory changes, including changes to regulatory capital rules; the ability of the Bank to comply with other applicable regulatory capital requirements; enforcement activity of the Office of the Comptroller of the Currency (OCC) and the Federal Reserve Bank of Minneapolis in the event of our non-compliance with any applicable regulatory standard or requirement; adverse economic, business and competitive developments such as continued shrinking interest margins, reduced collateral values, deposit outflows, changes in credit or other risks posed by the Company’s loan and investment portfolios; changes in costs associated with traditional and alternate funding sources, including changes in collateral advance rates and policies of the Federal Home Loan Bank (FHLB) and the Federal Reserve Bank; technological, computer-related or operational difficulties including those from any third party cyberattack; results of litigation; reduced demand for financial services and loan products; changes in accounting policies and guidelines, or monetary and fiscal policies of the federal government or tax laws; domestic and international economic developments; the Company’s access to and adverse changes in securities markets; the market for credit related assets; the future operating results, financial condition, cash flow requirements and capital spending priorities of the Company and the Bank; the availability of internal and, as required, external sources of funding; our ability to attract and retain employees; or other significant uncertainties. Additional factors that may cause actual results to differ from the Company’s assumptions and expectations include those set forth in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. All forward-looking statements are qualified by, and should be considered in conjunction with, such cautionary statements.


All statements in this Annual Report, including forward-looking statements, speak only as of the date hereof, and we undertake no duty to update any of the forward-looking statements after the date of this Annual Report.

 

6

 

Overview

HMN is the stock savings bank holding company for the Bank, which operates community banking and loan production offices in Minnesota, Iowa and Wisconsin. The earnings of the Company are primarily dependent on the Bank's net interest income, which is the difference between interest earned on loans and investments, and the interest paid on interest-bearing liabilities such as deposits and other borrowings. The difference between the average rate of interest earned on assets and the average rate paid on liabilities is the "interest rate spread". Net interest income is produced when interest-earning assets equal or exceed interest-bearing liabilities and there is a positive interest rate spread. Net interest income and net interest rate spread are affected by changes in interest rates, the volume and composition of interest-earning assets and interest-bearing liabilities, and the level of non-performing assets. The Company's net earnings are also affected by the generation of non-interest income, which consists primarily of gains from the sale of loans and real estate owned, fees for servicing loans, commissions on the sale of uninsured investment products, and service charges on deposit accounts. The Bank incurs expenses in addition to interest expense in the form of compensation and benefits, occupancy and equipment expenses, provisions for loan losses, data processing costs, professional services, deposit insurance, amortization expense on mortgage servicing assets, advertising expenses, and income taxes. The earnings of financial institutions, such as the Bank, are also significantly affected by prevailing economic and competitive conditions, particularly changes in interest rates, government monetary and fiscal policies, and regulations of various regulatory authorities. Lending activities are influenced by the demand for and supply of business credit, single family and commercial properties, competition among lenders, the level of interest rates and the availability of funds. Deposit flows and costs of deposits are influenced by prevailing market rates of interest on competing investments, account maturities and the levels of personal income and savings.

 

Critical Accounting Estimates

Critical accounting policies are those policies that the Company's management believes are the most important to understanding the Company’s financial condition and operating results. These critical accounting policies often involve estimates and assumptions that could have a material impact on the Company’s financial statements. The Company has identified the following critical accounting policies that management believes involve the most difficult, subjective, and/or complex judgments that are inherently uncertain. Therefore, actual financial results could differ significantly depending upon the estimates, assumptions and other factors used.

 

Allowance for Loan Losses and Related Provision

The allowance for loan losses is based on periodic analysis of the loan portfolio and is maintained at an amount considered to be appropriate by management to provide for probable losses inherent in the loan portfolio as of the balance sheet dates. In this analysis, management considers factors including, but not limited to, specific occurrences of loan impairment, actual and anticipated changes in the size of the portfolios, national and regional economic conditions such as unemployment data, loan delinquencies, local economic conditions, demand for single family homes, demand for commercial real estate and building lots, loan portfolio composition, historical loss experience and observations made by the Company's ongoing internal audit and regulatory exam processes. Loans are charged off to the extent they are deemed to be uncollectible. The Company has established separate processes to determine the appropriateness of the loan loss allowance for its homogeneous and non-homogeneous loan portfolios. The determination of the allowance on the homogeneous single family and consumer loan portfolios is calculated on a pooled basis with individual determination of the allowance for all non-performing loans. The determination of the allowance for the non-homogeneous commercial, commercial real estate and multi-family loan portfolios involves assigning standardized risk ratings and loss factors that are periodically reviewed. The loss factors are estimated based on the Company's own loss experience and other qualitative factors and are assigned to all loans without identified credit weaknesses. For each non-performing loan, the Company also performs an individual analysis of impairment that is based on the expected cash flows or the value of the assets collateralizing the loans and establishes any necessary reserves or charges off all loans, or portions thereof, that are deemed uncollectible.

 

The appropriateness of the allowance for loan losses is dependent upon management’s estimates of variables affecting valuation, appraisals of collateral, evaluations of performance and status and the amounts and timing of future cash flows expected to be received on impaired loans. Such estimates, appraisals, evaluations and cash flows may be subject to adjustments due to changing economic prospects of borrowers or properties. The fair market value of collateral dependent loans is typically based on the appraised value of the property less estimated selling costs. The estimates are reviewed periodically and any adjustments are recorded in the provision for loan losses in the periods in which the adjustments become known. Because of the size of some loans, changes in estimates can have a significant impact on the loan loss provision. The allowance is allocated to individual loan categories based upon the relative risk characteristics of the loan portfolios, the actual loss experience and other qualitative factors. The Company increases its allowance for loan losses by charging the provision for loan losses against income and by receiving recoveries of previously charged off loans. The Company decreases its allowance by crediting the provision for loan losses and recording loan charge-offs. The current year activity resulted in an increase in the allowance and a charge to the loan loss provision. The methodology for establishing the allowance for loan losses takes into consideration probable losses that have been identified in connection with specific loans as well as losses in the loan portfolio that have not been specifically identified. Although management believes that based on current conditions the allowance for loan losses is maintained at an appropriate amount to provide for probable loan losses inherent in the portfolio as of the balance sheet dates, future conditions may differ substantially from those anticipated in determining the allowance for loan losses and adjustments may be required in the future.

 

7

 

Income Taxes

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. These calculations are based on many complex factors including estimates of the timing of reversals of temporary differences, the interpretation of federal and state income tax laws, and a determination of the differences between the tax and the financial reporting basis of assets and liabilities. Actual results could differ significantly from the estimates and interpretations used in determining the current and deferred income tax assets and liabilities.

 

The Company maintains significant net deferred tax assets for deductible temporary differences, the largest of which relates to the allowance for loan losses. For tax purposes only the net charge-offs are deductible while the entire provision for loan losses is used to determine book income. A deferred tax asset is created because of the timing difference of when the expense is recognized for book and tax purposes. Under U.S. generally accepted accounting principles (GAAP), a valuation allowance is required to be recognized if it is “more likely than not” that the deferred tax asset will not be realized. The determination of the realizability of the deferred tax assets is highly subjective and dependent upon management’s judgment and evaluation of both positive and negative evidence, including the forecasts of future income, tax planning strategies, and assessments of the current and future economic and business conditions. The positive evidence considered includes the Company’s cumulative net income in the prior three year period, the ability to implement tax planning strategies to accelerate taxable income recognition, and the probability that taxable income will be generated in future periods. The Company could not currently identify any negative evidence. It is possible that future conditions may differ substantially from those anticipated in determining that no valuation allowance was required on deferred tax assets and adjustments may be required in the future.

 

Determining the ultimate settlement of any tax position requires significant estimates and judgments in arriving at the amount of tax benefits to be recognized in the financial statements. It is possible that the tax benefits realized upon the ultimate resolution of a tax position may result in tax benefits that are significantly different from those estimated.


Litigation
Estimates related to litigation are inherently subjective and the ultimate resolution of any litigation may be different than current management estimates. See “Note 18 Commitments and Contingencies” in the Notes to Consolidated Financial Statements for further information on outstanding litigation matters.

 

COVID-19 Pandemic

In 2020, the spread of COVID-19 slowed economic activity in many countries, including the United States. Millions of Americans were at some point ordered to stay home, including those residing in the states of Minnesota and Wisconsin, and many businesses were ordered to be closed for a period of time or to operate at reduced capacities in order to reduce the spread of COVID-19. These orders have severely reduced the flow of commerce which has reduced, or entirely eliminated, the revenue streams for many small businesses. This reduction in income has forced many small businesses to close temporarily, furlough employees, or terminate operations entirely.

 

The Bank has also been impacted by the disruption in economic activity that has occurred. During 2020, it temporarily closed the lobbies in all of its locations and for a period of time conducted business entirely through the drive-ups at the branches that have that capability. Branches without drive-up facilities were closed for a period of time in order to meet the social distancing guidelines recommended by health officials. Beginning on January 11, 2021 the Bank re-opened all of its lobbies to walk-in services during limited hours while continuing to offer drive-up service during normal business hours. The Bank continues to encourage its customers to conduct business through its on-line loan and deposit account services, as well as through ATM and night drop facilities available at its branches.

 

As of the date of this report, none of the Bank’s market areas were under a stay-at-home order. However, Bank employees who are able to perform their duties remotely are encouraged to do so.

 

The Coronavirus Aid, Relief, and Economic Security (CARES) Act was signed into law on March 27, 2020 and the Bank’s regulators issued the Interagency Statement on Loan Modification and Reporting for Financial Institutions Working with Customers Affected by the Coronavirus on April 7, 2020. In accordance with regulatory guidance, the Bank offered loan payment accommodations to certain customers by deferring the loan payments on their outstanding loans with the Bank for up to six months. After the initial deferral period was over, the Bank granted additional accommodations on certain loans to borrowers in accordance with Section 4013 of the CARES Act on a case-by-case basis. See “Note 6 Allowance for Loan Losses and Credit Quality Informationin the Notes to Consolidated Financial Statements for further information.

 

8

 

The extent of the impact of COVID-19 on the Company is difficult to determine as it is not clear how long the reduced economic activity will persist, how long it will take to administer the COVID-19 vaccines, how many people will take the vaccines, the effectiveness of the vaccine, if businesses will re-hire workers displaced by the pandemic, or what the long-term implications will be on customer behavior as a result of the pandemic, among other factors. The impact on the Bank’s loan portfolio is also unclear for many of the same reasons. At this time, the Company has not seen a negative impact on its deposit relationships as many of its clients have been able to conduct their business with the Bank through the drive-ups, ATMs, night drop, on-line banking website, or by using its mobile banking application.

 

Paycheck Protection Program

The Bank actively participated in helping businesses that applied for forgivable loans under the PPP as part of the CARES Act. The CARES Act allocated $349 billion in funding to help small businesses that were negatively impacted by the COVID-19 pandemic. The Bank had the following PPP loan activity during 2020:

 

Dollars in thousands

 

Number of

Loans

   

Amount

   

Net

Deferred Fees

 

Originated

    413     $ 53,153     $ 1,837  

Repaid

    (130 )     (19,484 )     -  

Net deferred fees recognized

    -       -       (1,097 )

Balance, December 31, 2020

    283     $ 33,669     $ 740  
                         

 

The Bank continues to submit applications for forgiveness on the PPP loans that were still outstanding at December 31, 2020 and, based on our experience with previously submitted applications, it is anticipated that the majority of these loans will be forgiven by the Small Business Administration (SBA). To the extent a portion of the loans are not forgiven or repaid in full, the remaining net deferred fees will be recognized into income over the remaining lives of the loans.

 

The Consolidated Appropriations Act of 2021, which was signed into law on December 27, 2020, allocated $284 billion to the SBA to fund a second round of the PPP and extended the application period for the program to March 31, 2021. The Bank is actively participating in the second round of the program and began submitting applications for borrowers on January 15, 2021 when the application window officially opened for financial institutions with under $1 billion in assets. The second round of the program allows applications from first time borrowers as well as those that obtained loans during the first round of the program. The revised program, among other things, requires that borrowers demonstrate or certify that they experienced a 25% or greater reduction in gross receipts from a quarter in 2020 compared to the same quarter in 2019 and certify that current economic uncertainty makes the loan request necessary to support their ongoing operations. For various reasons, including the increased requirements to qualify for a second loan, it is anticipated that the Bank will originate fewer loans in the second round of the program.

 

Results of Operations

 

Comparison of 2020 with 2019

Net income was $10.3 million for 2020, an increase of $2.5 million, or 32.2%, compared to net income of $7.8 million for 2019. Diluted earnings per share for the year ended December 31, 2020 was $2.22, an increase of $0.54 per share compared to diluted earnings per share of $1.68 for the year ended December 31, 2019. The increase in net income between the periods was primarily because of a $6.6 million increase in the gain on sales of loans due to the increase in mortgage loan originations and sales between the periods, a $0.5 million increase in net interest income due primarily to an increase in the earning assets between the periods and a $0.1 million decrease in non-interest expenses primarily related to a decrease in legal expenses. These increases in net income were partially offset by a $3.9 million increase in the provision for loan losses due primarily to the increase in qualitative reserves that were established as a result of the stressed economic environment caused by the COVID-19 pandemic. Income tax expense increased $0.7 million as a result of the increase in pre-tax income between the periods.

 

9

 

Net Interest Income

Net interest income was $29.1 million for 2020, an increase of $0.5 million, or 2.0%, from $28.6 million for 2019. Interest income was $32.0 million for 2020, an increase of $0.1 million, or 0.2%, from $31.9 million for 2019. Interest income increased primarily because of the $112.8 million increase in the average interest-earning assets between the periods. However, the majority of that increase was offset by a decrease in the average yield earned on interest-earning assets. The average yield earned on interest-earning assets was 3.90% for 2020, a decrease of 61 basis points from 4.51% for 2019. The decrease in the average yield is primarily related to the decrease in loan yields as a result of the decrease in the average prime rate between the periods.

 

Interest expense was $2.9 million for 2020, a decrease of $0.4 million, or 14.6%, from $3.3 million for 2019. Interest expense decreased despite the $105.9 million increase in the average interest-bearing liabilities and non-interest bearing deposits between the periods primarily because of the decrease in the average interest rate paid on deposits. The average interest rate paid on interest-bearing liabilities and non-interest bearing deposits was 0.38% for 2020, a decrease of 14 basis points from 0.52% for 2019. The decrease in the average interest rate paid on interest-bearing liabilities was primarily because of the decrease in deposit rates as a result of the decrease in the average federal funds rate between the periods.

 

The following table presents the total dollar amount of interest income from average interest-earning assets and the resultant yields, as well as the interest expense on average interest-bearing liabilities, expressed both in dollars and rates. Non-accruing loans have been included in the average outstanding loan balance in the table as loans carrying a zero yield.

 

   

Year Ended December 31,

 
   

2020

   

2019

   

2018

 

 

 

(Dollars in thousands)

 

 

Average

Outstanding

Balance

   

Interest

Earned/

Paid

   

 

Average

Yield/

Rate

   

Average

Outstanding

Balance

   

Interest

Earned/

Paid

   

Average

Yield/

Rate

   

Average

Outstanding

Balance

   

Interest

Earned/

Paid

   

Average

Yield/

Rate

 

Interest-earning assets:

                                                                       

Securities available for sale:

                                                                       

Mortgage-backed and related securities

  $ 61,364       1,155       1.88

%

  $ 15,308       343       2.24

%

  $ 8,550       197       2.30

%

Other marketable securities

    46,407       702       1.51       67,075       1,157       1.72       70,827       1,138       1.61  

Loans held for sale

    7,292       215       2.95       2,959       125       4.22       1,765       89       5.04  

Loans receivable, net(1) (2)

    644,912       29,709       4.61       589,521       29,662       5.03       586,664       28,446       4.85  

FHLB stock and other earning assets including cash equivalents

    59,321       178       0.30       31,679       603       1.90       30,567       511       1.67  

Total interest-earning assets

  $ 819,296       31,959       3.90     $ 706,542       31,890       4.51     $ 698,373       30,381       4.35  
                                                                         

Interest-bearing liabilities:

                                                                       

Checking accounts

  $ 122,781       151       0.12

%

  $ 96,387       103       0.11

%

  $ 86,750       62       0.07

%

Savings accounts

    90,064       65       0.07       79,587       63       0.08       77,630       61       0.08  

Money market accounts

    209,522       840       0.40       177,587       1,171       0.66       199,202       865       0.43  

Certificate accounts

    115,079       1,795       1.56       121,914       1,995       1.64       114,243       1,243       1.09  

FHLB advances and other borrowings

    0       0       0.00       287       7       2.54       140       2       1.71  

Total interest-bearing liabilities

  $ 537,446                     $ 475,762                     $ 477,965                  

Noninterest checking

    207,456                       163,420                       156,482                  

Other noninterest-bearing liabilities

    2,251                       2,057                       1,534                  

Total interest-bearing liabilities and noninterest-bearing deposits

  $ 747,153       2,851       0.38

%

  $ 641,239       3,339       0.52

 

%

  $ 635,981       2,233       0.35

 

%

Net interest income

            29,108                     $ 28,551                     $ 28,148          

Net interest rate spread

                    3.52

%

                    3.99

%

                    4.00

%

Net earning assets

  $ 72,143                     $ 65,303                     $ 62,392                  

Net interest margin

                    3.55

%

                    4.04

%

                    4.03

%

Average interest-earning assets to average interest-bearing liabilities and noninterest-bearing deposits

            109.66

%

                    110.18

%

                    109.81

%

       

 

(1) Tax exempt income was not material; therefore, the yield was not presented on a tax equivalent basis for any of the years presented.

(2) Calculated net of deferred loan costs, loan discounts, loans in process and loss reserves.

 

Net interest margin (net interest income divided by average interest-earning assets) for 2020 was 3.55%, a decrease of 49 basis points, compared to 4.04% for 2019. The decrease in the net interest margin is primarily related to the decrease in the average yield earned on interest-earning assets as a result of the prime rate decreases that occurred between the periods. Average net earning assets increased from $65.3 million in 2019 to $72.1 million in 2020. The $6.8 million increase in the net earning assets in 2020 is due primarily to the net income earned in 2020 that was partially offset by the purchase of premises, equipment and treasury stock.

 

10

 

The following table presents the dollar amount of changes in interest income and interest expense for major components of interest-earning assets and interest-bearing liabilities. It quantifies the changes in interest income and interest expense related to changes in the average outstanding balances (volume) and those changes caused by fluctuating interest rates. For each category of interest-earning assets and interest-bearing liabilities, information is provided on changes attributable to (i) changes in volume (i.e., changes in volume multiplied by old rate) and (ii) changes in rate (i.e., changes in rate multiplied by current volume).

 

   

Year Ended December 31,

         
   

2020 vs. 2019

           

2019 vs. 2018

         
   

Increase

(Decrease)

Due to

           

Increase

(Decrease)

Due to

         

(Dollars in thousands)

 

Volume (1)

   

Rate(1)

   

Total Increase (Decrease)

   

Volume (1)

   

Rate(1)

   

Total Increase (Decrease)

 

Interest-earning assets:

                                               

Securities available for sale:

                                               

Mortgage-backed and related securities

  $ 1,033       (221 )     812       156       (10 )     146  

Other marketable securities

    (356 )     (99 )     (455 )     (60 )     79       19  

Loans held for sale

    183       (93 )     90       60       (24 )     36  

Loans receivable, net

    2,744       (2,697 )     47       105       1,111       1,216  

Other

    518       (943 )     (425 )     17       75       92  

Total interest-earning assets

  $ 4,122       (4,053 )     69       278       1,231       1,509  

Interest-bearing liabilities:

                                               

Checking accounts

  $ 53       (5 )     48       1       40       41  

Savings accounts

    7       (5 )     2       2       0       2  

Money market accounts

    372       (703 )     (331 )     (21 )     327       306  

Certificates of deposit

    (111 )     (89 )     (200 )     53       699       752  

FHLB advances and other borrowings

    (7 )     0       (7 )     3       2       5  

Total interest-bearing liabilities

  $ 314       (802 )     (488 )     38       1,068       1,106  

Increase (decrease) in net interest income

  $ 3,808       (3,251 )     557       240       163       403  

 

(1) For purposes of this table, changes attributable to both rate and volume which cannot be segregated have been allocated proportionately to the change due to volume and the change due to rate.

 

The following table sets forth the weighted average yields on the Company's interest-earning assets, the weighted average interest rates on interest-bearing liabilities and the interest rate spread between the weighted average yields and rates as of the date indicated. Non-accruing loans have been included in the average outstanding loan balances in the table as loans carrying a zero yield.

 

At December 31, 2020

Weighted average yield on:

       

Weighted average rate on:

       

Securities available for sale:

                 

Mortgage-backed and related securities

    1.51

%

Checking accounts

    0.12

%

Other marketable securities

    1.29  

Savings accounts

    0.06  

Loans held for sale

    3.03  

Money market accounts

    0.25  

Loans receivable, net

    4.69  

Certificates of deposit

    1.14  

FHLB stock and other interest-earning assets

    0.14  

Combined weighted average rate on interest-bearing liabilities

    0.25  

Combined weighted average yield on interest-earning assets

    3.73  

Interest rate spread

    3.48  

 


Provision for Loan Losses

The provision for loan losses was $2.7 million for 2020, an increase of $3.9 million from the ($1.2) million provision for loan losses for 2019. The provision for loan losses increased between the periods primarily because of the changes in the economic environment related to the disruption in business activity as a result of the COVID-19 pandemic and also because of a reduction in the recoveries received on previously charged off loans. The amount of the increase in the allowance for loan losses related to the economic environment is based, in part, on the amount of loans to borrowers in the hospitality, restaurant and entertainment industries that continue to be negatively impacted by the COVID-19 pandemic. See “Note 6 Allowance for Loan Losses and Credit Quality Information in the Notes to Consolidated Financial Statements for additional information related to deferrals and loan modifications to borrowers impacted by the COVID-19 pandemic.

 

11

 

Non-Interest Income

Non-interest income was $15.0 million for 2020, an increase of $6.5 million, or 76.9%, from $8.5 million for 2019. The following table presents the components of non-interest income:

 

   

Year ended December 31,

   

Percentage

Increase (Decrease)

 

(Dollars in thousands)

 

2020

   

2019

   

2018

   

2020/2019

   

2019/2018

 

Fees and service charges

  $ 2,877       3,100       3,330       (7.2

)%

    (6.9

)%

Loan servicing fees

    1,356       1,278       1,255       6.1       1.8  

Gain on sales of loans

    9,531       2,941       2,095       224.1       40.4  

Other non-interest income

    1,190       1,136       1,034       4.8       9.9  

Total non-interest income

  $ 14,954       8,455       7,714       76.9       9.6  
                                         

 

Gain on sales of loans increased $6.6 million between the periods primarily because of an increase in single family loan originations and sales. Other non-interest income increased $0.1 million due primarily to an increase in the fees earned on the sale of uninsured investment products between the periods. Loan servicing fees increased $0.1 million between the periods due to an increase in the aggregate balances of single family mortgage loans that were being serviced for others. These increases in non-interest income were partially offset by a decrease of $0.2 million in fees and service charges earned between the periods due primarily to a decrease in overdraft fees collected.

 

Non-Interest Expense

Non-interest expense was $27.0 million for 2020, a decrease of $0.1 million, or 0.4%, from $27.1 million for 2019. The following table presents the components of non-interest expense:

 

   

Year ended December 31,

   

Percentage

Increase (Decrease)

 

(Dollars in thousands)

 

2020

   

2019

   

2018

   

2020/2019

   

2019/2018

 

Compensation and benefits

  $ 15,646       15,659       14,728       (0.1

)%

    6.3

%

Occupancy and equipment

    4,429       4,442       4,304       (0.3 )     3.2  

Data processing

    1,314       1,263       1,270       4.0       (0.6 )

Professional services

    1,405       1,573       1,137       (10.7 )     38.3  

Other

    4,199       4,168       3,948       0.7       5.6  

Total non-interest expense

  $ 26,993       27,105       25,387       (0.4 )     6.8  
                                         

 

Professional services expense decreased $0.2 million between the periods primarily because of a decrease in legal expenses relating to an ongoing bankruptcy litigation claim. Compensation and benefits expense decreased slightly because of an increase in the direct loan origination compensation costs that were deferred as a result of the increased mortgage loan production between the periods. Occupancy and equipment expense decreased slightly between the periods due to a decrease in building expenses as a result of having more staff working remotely in 2020. These decreases in non-interest expense were partially offset by a $0.1 million increase in data processing expenses between the periods due to an increase in internet and mobile banking costs. Other non-interest expense increased slightly due primarily to an increase in mortgage servicing expenses between the periods.

 

Income Taxes

The Company considers the calculation of current and deferred income taxes to be a critical accounting policy that is subject to significant estimates. Income tax expense was $4.1 million for 2020, an increase of $0.8 million from $3.3 million for 2019. The increase in income tax expense between the periods is primarily the result of an increase in pre-tax income.

 

12

 

Financial Condition 

Loans Receivable, Net

The following table sets forth the information on the Company's loan portfolio in dollar amounts and percentages before deductions for deferred costs/fees and discounts and the allowance for losses as of the dates indicated:

 

                   

December 31,

                 
   

2020

   

2019

   

2018

   

2017

   

2016

 

(Dollars in thousands)

 

Amount

   

Percent

   

Amount

   

Percent

   

Amount

   

Percent

   

Amount

   

Percent

   

Amount

   

Percent

 

Real Estate Loans:

                                                                               

Single family

  $ 135,023       20.65

%

  $ 120,064       19.86

%

  $ 110,698       18.61

%

  $ 107,005       17.99

%

  $ 103,255       18.41

%

Multi-family

    41,456       6.34       48,663       8.05       50,150       8.43       28,649       4.81       36,777       6.56  

Commercial

    307,755       47.07       270,410       44.74       257,036       43.21       259,024       43.55       230,955       41.18  

Construction or development

    31,493       4.82       31,122       5.15       28,944       4.87       46,444       7.81       31,348       5.59  

Total real estate loans

    515,727       78.88       470,259       77.80       446,828       75.12       441,122       74.16       402,335       71.74  

Other Loans:

                                                                               

Consumer Loans:

                                                                               

Automobile

    1,937       0.30       2,608       0.43       2,483       0.42       2,894       0.49       3,036       0.54  

Home equity line

    21,308       3.26       28,004       4.63       32,273       5.42       36,869       6.20       40,476       7.22  

Home equity

    11,549       1.76       16,422       2.72       16,733       2.81       15,823       2.66       16,302       2.91  

Recreational vehicles

    15,645       2.39       17,266       2.86       16,226       2.73       13,181       2.21       7,553       1.35  

Other

    4,952       0.76       5,649       0.93       4,817       0.81       5,000       0.84       5,916       1.05  

Total consumer loans

    55,391       8.47       69,949       11.57       72,532       12.19       73,767       12.40       73,283       13.07  

Commercial business loans

    82,673       12.65       64,227       10.63       75,496       12.69       79,909       13.44       85,176       15.19  

Total other loans

    138,064       21.12       134,176       22.20       148,028       24.88       153,676       25.84       158,459       28.26  

Total loans

  $ 653,791       100.00

%

  $ 604,435       100.00

%

  $ 594,856       100.00

%

  $ 594,798       100.00

%

  $ 560,794       100.00

%

Less:

                                                                               

Unamortized discounts

    12               15               17               19               20          

Net deferred loan fees (costs)

    450               (536 )             (535 )             (463 )             (300 )        

Allowance for losses

    10,699               8,564               8,686               9,311               9,903          

Total loans receivable, net

  $ 642,630             $ 596,392             $ 586,688             $ 585,931             $ 551,171          
                                                                                 

   

The growth in the loan portfolio in 2020 was primarily because of the growth experienced in commercial real estate, single family real estate and commercial business loans that was partially offset by a decrease in multi-family and consumer loans. Based on current economic conditions and the projected loan origination and prepayment amounts, it is anticipated that the overall growth in the loan portfolio will be limited in 2021.

 

Single family real estate loans were $135.0 million at December 31, 2020, an increase of $14.9 million, compared to $120.1 million at December 31, 2019. The single family loan portfolio increased in 2020 because of an increase in the single family loans that were originated due to the low interest rate environment and a continued emphasis on placing shorter term fixed rate and adjustable rate mortgage loans into the portfolio. The majority of the longer term mortgage loans that were originated during the year were not placed in the loan portfolio, but were sold into the secondary market in order to manage the Company’s interest rate risk position.

 

Multi-family real estate loans were $41.5 million at December 31, 2020, a decrease of $7.2 million, compared to $48.7 million at December 31, 2019. The decrease in multi-family real estate loans in 2020 is primarily the result of having more loans that paid off during the period than there were new loan originations.

 

Commercial real estate loans were $307.8 million at December 31, 2020, an increase of $37.4 million, compared to $270.4 million at December 31, 2019. The increase in commercial real estate loans is primarily due to an increase in the originations of these types of loans in 2020.

 

Construction or development loans were $31.5 million at December 31, 2020, an increase of $0.4 million, compared to $31.1 million at December 31, 2019. The increase in construction loans is primarily related to the $16.0 million in new construction loans and the $8.7 million in advances on existing loans. These increases were partially offset by the $15.1 million in paid off loans and the $9.2 million of loans on construction projects that were completed during the year and were moved to another loan category.

 

13

 

Home equity lines of credit were $21.3 million at December 31, 2020, a decrease of $6.7 million, compared to $28.0 million at December 31, 2019. The open-end home equity lines are generally written with an adjustable rate and a two to ten year draw period which requires interest only payments followed by a ten year repayment period which fully amortizes the outstanding balance. Home equity loans were $11.5 million at December 31, 2020, a decrease of $4.9 million, compared to $16.4 million at December 31, 2019. Closed-end home equity loans are written with fixed or adjustable rates with terms up to fifteen years. The overall decrease in the open-end equity lines and closed-end equity loans is related primarily to an increase in loan payoffs and other principal reductions as borrowers refinanced their homes and rolled outstanding equity loan balances into their first mortgage.

 

Recreational vehicle loans were $15.6 million at December 31, 2020, a decrease of $1.7 million, compared to $17.3 million at December 31, 2019. These loans have been made primarily to finance the recreational vehicle sales of a single dealer within the Bank’s market area and the decrease in the balance between the periods is primarily due to a decrease in originations as a result of increasing the credit standards required to obtain a recreational vehicle loan in 2020.

 

Commercial business loans were $82.7 million at December 31, 2020, an increase of $18.5 million, compared to $64.2 million at December 31, 2019. The increase in commercial business loans in 2020 is primarily because of the $33.7 million in PPP loans that were outstanding at December 31, 2020. The $15.2 million decrease in non-PPP commercial business loans is because loan payoffs exceeded loan originations during the year, with some of the payoffs related to the Bank’s initiative to maintain the credit quality of the loan portfolio.

 

Allowance for Loan Losses 

The determination of the allowance for loan losses and the related provision is a critical accounting policy of the Company that is subject to significant estimates. The allowance for loan losses is made up of general reserves on the entire loan portfolio and specific reserves on impaired loans. The general reserve amount includes quantitative reserves based on our past loan loss history and qualitative reserves for other items determined to have a potential impact on future loan losses. The current level of the allowance for loan losses is a result of management’s assessment of the risks within the portfolio based on the information obtained through the credit evaluation process. The Company utilizes a risk-rating system on non-homogeneous commercial real estate and commercial business loans that includes regular credit reviews to identify and quantify the risk in the commercial portfolio. Management conducts quarterly reviews of the entire loan portfolio and evaluates the need to adjust the allowance balance on the basis of these reviews.

 

Management actively monitors asset quality and, when appropriate, charges off loans against the allowance for loan losses. Although management believes it uses the best information available to make determinations with respect to the allowance for loan losses, future adjustments may be necessary if economic conditions differ substantially from the economic conditions in the assumptions used to determine the size of the allowance for loan losses.

 

The allowance for loan losses was $10.7 million, or 1.64% of gross loans at December 31, 2020, compared to $8.6 million, or 1.42% of gross loans at December 31, 2019. The allowance increased in 2020 as a result of an increase in the general qualitative allowance for loan losses because of the current economic environment related to the disruption in business activity as a result of the COVID-19 pandemic.

 

The following table reflects the activity in the allowance for loan losses and selected statistics:

 

   

December 31,

 

(Dollars in thousands)

 

2020

   

2019

   

2018

   

2017

   

2016

 

Balance at beginning of year

  $ 8,564       8,686       9,311       9,903       9,709  

Provision for losses

    2,699       (1,216 )     (649 )     (523 )     (645 )

Charge-offs:

                                       

Single family

    0       (1 )     (24 )     (6 )     (66 )

Commercial real estate

    (730 )     0       0       (50 )     (67 )

Consumer

    (84 )     (107 )     (226 )     (288 )     (108 )

Commercial business

    (8 )     (880 )     (270 )     (311 )     (180 )

Recoveries

    258       2,082       544       586       1,260  

Net (charge-offs) recoveries

    (564 )     1,094       24       (69 )     839  

Balance at end of year

  $ 10,699       8,564       8,686       9,311       9,903  

Year end allowance for loan losses as a percent of year end gross loan balance

    1.64

%

    1.42

%

    1.46

%

    1.57

%

    1.77

%

Ratio of net loan (charge-offs) recoveries to average loans outstanding

    (0.09 )     0.18       0.00       (0.01 )     0.16  

Allowance as a percent of total assets at year end

    1.18       1.10       1.22       1.29       1.45  
                                         

 

14

 

The following table reflects the allocation of the allowance for loan losses:

 

   

December 31,

 
   

2020

   

2019

   

2018

   

2017

   

2016

 
   

Allocated Allowance as a % of Loan Category

   

Percent of Loans in Each Category to Total Loans

   

Allocated Allowance as a % of Loan Category

   

Percent of Loans in Each Category to Total Loans

   

Allocated Allowance as a % of Loan Category

   

Percent of Loans in Each Category to Total Loans

   

Allocated Allowance as a % of Loan Category

   

Percent of Loans in Each Category to Total Loans

   

Allocated Allowance as a % of Loan Category

   

Percent of Loans in Each Category to Total Loans

 

Single family

    0.76

%

    20.65

%

    0.71

%

    19.86

%

    0.75

%

    18.61

%

    0.84

%

    17.99

%

    1.15

%

    18.41

%

Commercial real estate

    1.92       58.23       1.44       57.94       1.45       56.51       1.52       56.17       1.66       53.33  

Consumer

    2.51       8.47       2.15       11.57       2.24       12.19       2.21       12.40       2.20       13.07  

Commercial business

    1.19       12.65       1.78       10.63       1.80       12.69       2.14       13.44       2.53       15.19  

Total

    1.64       100.00

%

    1.42       100.00

%

    1.46       100.00

%

    1.57       100.00

%

    1.77       100.00

%

                                                                                 

 

The allocated allowance percentages for all loan categories, except commercial business loans, increased in 2020 primarily because of the current economic environment related to the disruption in business activity as a result of the COVID-19 pandemic. The decrease in the allowance percentage for commercial business loans is due to the $33.7 million of PPP loans that are included in this category at December 31, 2020 that are guaranteed by the SBA and have no allocated allowance amount.

 

Allowance for Real Estate Losses

Real estate properties acquired or expected to be acquired through loan foreclosures are initially recorded at fair value less estimated selling costs. Management periodically performs valuations and an allowance for losses is established if the carrying value of a property exceeds its fair value less estimated selling costs. There was no allowance for real estate losses at December 31, 2020 or 2019.

 

Non-performing Assets

Loans are reviewed at least quarterly and if the collectability of any loan is doubtful, it is placed on non-accrual status. Loans are placed on non-accrual status when either principal or interest is 90 days or more past due, unless, in the judgment of management, the loan is well collateralized and in the process of collection. Interest accrued and unpaid at the time a loan is placed on non-accrual status is charged against interest income. Subsequent payments are either applied to the outstanding principal balance or recorded as interest income, depending on the assessment of the ultimate collectability of the loan. Restructured loans include the Bank's troubled debt restructurings (TDRs) that involved forgiving a portion of interest or principal or making a loan at a rate materially less than the market rate to borrowers whose financial condition has deteriorated. Foreclosed and repossessed assets include assets acquired in settlement of loans. Total non-performing assets were $3.3 million at December 31, 2020, an increase of $0.6 million, or 24.7%, from $2.7 million at December 31, 2019. Non-performing loans increased $0.6 million and foreclosed and repossessed assets remained the same between the periods.

 

The following table sets forth the amounts and categories of non-performing assets in the Company’s portfolio:

 

   

December 31,

 

(Dollars in thousands)

 

2020

   

2019

   

2018

   

2017

   

2016

 

Non-performing loans:

                                       

Single family

  $ 502       617       730       949       916  

Commercial real estate

    1,484       184       1,311       1,364       1,384  

Consumer

    689       659       489       553       630  

Commercial business

    9       621       148       278       343  

Total

    2,684       2,081       2,678       3,144       3,273  

Foreclosed and repossessed assets:

                                       

Single family

    0       166       0       0       0  

Commercial real estate

    636       414       414       627       611  

Consumer

    0       0       0       0       16  

Total

    636       580       414       627       627  

Total non-performing assets

  $ 3,320       2,661       3,092       3,771       3,900  

Total as a percentage of total assets

    0.37

%

    0.34

%

    0.43

%

    0.52

%

    0.57

%

Total non-performing loans

  $ 2,684     $ 2,081     $ 2,678     $ 3,144     $ 3,273  

Total as a percentage of total loans receivable, net

    0.42

%

    0.35

%

    0.46

%

    0.54

%

    0.59

%

Allowance for loan losses to non-performing loans

    398.72

%

    411.25

%

    324.27

%

    296.11

%

    302.56

%

                                         

 

15

 

Gross interest income which would have been recorded had the non-accruing loans been current in accordance with their original terms amounted to $0.2 million, $0.2 million and $0.3 million in 2020, 2019 and 2018, respectively. The amounts that were included in interest income on a cash basis for these loans were $0.1 million for each of the three years.

 

At December 31, 2020, 2019 and 2018, there were loans included in loans receivable, net, with terms that had been modified in a TDR totaling $1.5 million, $2.5 million and $2.5 million, respectively. Had these loans been performing in accordance with their original terms throughout 2020, 2019 and 2018, the Company would have recorded gross interest income of $0.1 million, $0.2 million and $0.3 million, respectively. During 2020 the amount of interest income received on these loans was not material. During 2019 and 2018, the Company recognized interest income of $0.1 million and $0.2 million, respectively, on these loans.

 

For the loans that were modified in a TDR in 2020, none were classified and performing and $0.3 million were non-performing at December 31, 2020. The decrease in TDRs in 2020 was primarily due to two related commercial loans that had performed according to their restructured terms and met the criteria to be upgraded to non-TDR status during the year. Of the loans that were modified in 2020 and outstanding at December 31, 2020, $0.2 million related to a loan secured by commercial real estate and $0.1 million related to a loan secured by a first mortgage on a single family property.

 

For the loans that were modified in a TDR in 2019, $0.1 million were classified and performing and $0.5 million were non-performing at December 31, 2019. Total TDRs of $2.5 million remained the same at December 31, 2019 when compared to December 31, 2018. During 2019, several single family and retail consumer TDRs paid off and were replaced by new TDRs. Of the loans that were modified in 2019 and outstanding at December 31, 2019, $0.5 million related to first or second mortgages on single-family properties, and the remaining modifications related to other consumer loans.

 

For the loans that were modified in a TDR in 2018, $0.4 million were classified and performing and $1.2 million were non-performing at December 31, 2018. The decrease in TDRs in 2018 related primarily to several retail consumer TDRs that were paid or charged off during the year, as well as one commercial business loan that was charged off. Of the loans that were modified in 2018 and outstanding at December 31, 2018, $1.1 million related to loans secured by commercial real estate, $0.4 million related to first or second mortgages on single family properties and the remaining modifications related to other consumer or commercial business loans.

 

The following table sets forth the amount of TDRs in the Company’s portfolio:

 

   

December 31,

 

(Dollars in thousands)

 

2020

   

2019

   

2018

   

2017

   

2016

 

Single family

  $ 612       623       636       685       448  

Commercial real estate

    211       983       1,110       1,210       1,774  

Consumer

    630       745       522       758       709  

Commercial business

    25       114       208       391       369  

Total TDRs

  $ 1,478       2,465       2,476       3,044       3,300  
                                         

TDRs on accrual status

  $ 442       1,770       1,018       1,129       1,297  

TDRs on non-accrual status

    1,036       695       1,458       1,915       2,003  

Total

  $ 1,478       2,465       2,476       3,044       3,300  
                                         

 

This TDR table does not include loan accommodations that were granted during 2020 to borrowers in accordance with the Interagency Statement on Loan Modification and Reporting for Financial Institutions Working with Customers Affected by the Coronavirus or Section 4013 of the CARES Act. See “Note 6 Allowance for Loan Losses and Credit Quality Information” in the Notes to Consolidated Financial Statements for further information on accommodations that were granted to borrowers in 2020.

 

Liquidity and Capital Resources 

The Company manages its liquidity position so that the funding needs of borrowers and depositors are met in a timely and cost-effective manner. Asset liquidity is the ability to convert assets to cash through the maturity or sale of the asset. Liability liquidity is the ability of the Bank to obtain retail, internet, or brokered deposits or to borrow funds from third parties such as the FHLB or the Federal Reserve Bank of Minneapolis.

 

16

 

The primary investing activities are the origination of loans and the purchase of securities. Principal and interest payments on loans and securities, along with the proceeds from the sale of loans held for sale, are the primary sources of cash for the Bank. Additional cash can be obtained by selling securities from the available for sale portfolio or by selling loans or mortgage servicing rights.

 

The primary financing activity is the attraction of retail, commercial and internet deposits. The Bank also has the ability to borrow funds from the FHLB or Federal Reserve Bank of Minneapolis based on the collateral value of the loans pledged, subject to applicable borrowing base and collateral requirements. See Note 12 Federal Home Loan Bank (FHLB) Advances and Other Borrowings” in the Notes to Consolidated Financial Statements for more information on the advances that could be drawn based upon existing collateral levels with the FHLB and the Federal Reserve Bank of Minneapolis. Unpledged securities could also be pledged and used as collateral for additional borrowings with the FHLB or Federal Reserve Bank of Minneapolis.

 

The Bank's most liquid assets are cash and cash equivalents, which consist of short-term highly liquid investments with original maturities of less than three months that are readily convertible to known amounts of cash and interest-bearing deposits. The level of these assets is dependent on the operating, financing and investing activities during any given period.

 

Cash and cash equivalents for the Company at December 31, 2020 were $86.3 million, an increase of $41.9 million, compared to $44.4 million at December 31, 2019. Net cash provided by operating activities during 2020 was $16.9 million. The Company conducted the following major investing activities during 2020: purchases of securities available for sale and FHLB stock were $97.3 million; principal payments and maturity proceeds received on securities available for sale were $58.3 million; and the proceeds from the sale of premises and other real estate were $0.4 million. Net loans receivable increased $55.1 million and the Company purchased premises and equipment of $0.7 million. Net cash used by investing activities during 2020 was $94.5 million. The Company conducted the following major financing activities during 2020: deposits increased $121.3 million; purchased treasury stock of $1.4 million; customer escrows decreased $0.4 million; and withheld stock of $0.1 million to cover taxes due on vested stock awards. Net cash provided by financing activities was $119.4 million for 2020.

 

The Bank has certificates of deposits from customers with outstanding balances of $76.2 million that mature during 2021. Based upon past experience, management anticipates that the majority of the deposits will renew for another term. The Company believes that deposits that do not renew will be replaced with deposits from other customers or FHLB advances. Proceeds from the sale of securities could also be used to fund unanticipated outflows of deposits.

 

The Bank has deposits of $84.5 million in checking and money market accounts of seven customers that have individual relationship balances greater than $5.0 million. These funds may be withdrawn at any time, however, management anticipates that the majority of these deposits will remain on deposit with the Bank over the next twelve months. If these deposits are withdrawn, it is anticipated that they would be funded with available cash or replaced with deposits from other customers or advances from the FHLB. Proceeds from the sale of securities could also be used to fund unanticipated outflows of deposits.

 

Dividends from the Bank have been the Company’s primary source of cash. The Bank is restricted under applicable federal banking law from paying dividends to the Company without prior notice to and non-objection of the applicable regulator. During 2020, the Bank paid dividends to the Company of $5.0 million and at December 31, 2020, the Company had an available cash balance of $11.0 million.

 

The Company’s primary use of cash is the payment of holding company level expenses including the payment of director and management fees, legal expenses and regulatory costs. The Company may also use cash to repurchase stock or pay any declared dividends. The Company plans to continue to fund its liquidity needs through dividends from the Bank, or if deemed prudent, by obtaining external capital.

 

Contractual Obligations and Commercial Commitments

The Company has certain obligations and commitments to make future payments under existing contracts. See “Note 18 Commitments and Contingencies” in the Notes to Consolidated Financial Statements for further information on the outstanding contractual obligations and commercial commitments at December 31, 2020.

 

17

 

Regulatory Capital Requirements

The Company and the Bank are subject to the Basel III regulatory capital requirements. The Basel III requirements, among other things, (i) apply a set of capital requirements to the Bank (the Company is exempt, pursuant to the Small Bank Holding Company Policy Statement (Policy Statement) described below), including requirements relating to common equity as a component of core capital, (ii) implement a “capital conservation buffer” against risk and a minimum Tier 1 capital requirement, and (iii) set forth rules for calculating risk-weighted assets for purposes of such requirements. The rules made corresponding revisions to the prompt corrective action framework and include capital ratios and buffer requirements. 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 Company'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 its assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.

 

The FRB amended its Policy Statement, to exempt small bank and savings and loan holding companies with assets less than $3 billion from the above capital requirements. The Company currently meets the qualitative exemption requirements, and therefore, is exempt from the above capital requirements.

 

Quantitative measures established by regulations to ensure capital adequacy require the Bank to maintain minimum amounts and ratios of common equity Tier 1 capital to risk weighted assets, Tier 1 capital to adjusted total assets, Tier 1 capital to risk weighted assets and total capital to risk weighted assets.

 

The Bank must maintain a capital conservation buffer of at least 2.50% composed of common equity Tier 1 capital above its minimum risk-based capital requirements in order to avoid limitations on capital distributions, including dividend payments and certain discretionary bonus payments to executive officers. Management believes that, as of December 31, 2020, the Bank’s capital ratios were in excess of those quantitative capital ratio standards set forth under the current prompt corrective action regulations, including the capital conservation buffer described above. However, there can be no assurance that the Bank will continue to maintain such status in the future. The Office of the Comptroller of the Currency has extensive discretion in its supervisory and enforcement activities, and can adjust the requirement to be well-capitalized in the future. See “Note 17 Regulatory Capital” in the Notes to Consolidated Financial Statements for a table that reflects the Bank’s capital compared to these capital requirements.

 

The Company also serves as a source of capital, liquidity and financial support to the Bank. Depending upon the operating performance of the Bank and the Company’s other liquidity and capital needs, the Company may find it prudent, subject to prevailing capital market conditions and other factors, to raise additional capital through issuance of its common stock or other equity securities. Additional capital would potentially permit the Company to implement a strategy of growing Bank assets. Depending on the circumstances, if it were to raise capital, the Company may deploy it to the Bank for general banking purposes, or may retain some or all of it for use by the Company.

 

If the Company raises capital through the issuance of additional shares of common stock or other equity securities, it would dilute the ownership interests of existing stockholders and, if issued at less than the Company’s book value would dilute the per share book value of the Company’s common stock, dilute the Company’s earnings per share and could result in a change in control of the Company and the Bank. New investors may also have rights, preferences and privileges senior to the Company’s current stockholders which may adversely impact the Company’s current stockholders. The Company’s ability to raise additional capital through the issuance of equity securities, if deemed prudent, will depend on, among other factors, conditions in the capital markets at that time, which are outside of the Company’s control, and on the Company’s financial performance and plans. Accordingly, the Company may not be able to raise additional capital, if deemed prudent, on favorable economic terms, or other terms acceptable to it. If the Bank cannot satisfactorily address its capital needs as they arise, the Bank’s ability to maintain or expand its operations, maintain compliance with the regulatory capital requirements, to operate without additional regulatory or other restrictions, and its operating results, could be materially adversely affected.

 

Dividends

The declaration of dividends is subject to, among other things, the Company's financial condition and results of operations, the Bank's compliance with regulatory capital requirements and other regulatory restrictions, tax considerations, industry standards, economic conditions, anticipated asset growth, general business practices and other factors. The Company has not made any dividend payments to common stockholders during the three year period ending December 31, 2020 but will continue to evaluate the best use of the Company’s capital based on the factors identified above.

 

18

 

Under applicable federal banking laws and regulations, no dividends can be declared or paid by the Bank to the Company without notice to and non-objection from the applicable banking regulator. There is no assurance that the Bank and the Company would satisfy the applicable regulatory requirements necessary to effect any such dividends. The payment of dividends by the Company is dependent upon the Company having adequate cash or other assets that can be converted to cash to pay dividends to its stockholders. Further, any determination as to whether, when and in what amount to declare and pay any such dividends would be subject to the discretion of the board of directors of both the Bank and the Company and would depend on numerous factors including the results of operations, financial conditions, asset growth plans, planned stock repurchases, and the cash flow requirements of the Company and the Bank.

 

New Accounting Pronouncements

“Note 1 Description of the Business and Summary of Significant Accounting Policiesin the Notes to Consolidated Financial Statements discusses recently issued accounting pronouncements that the Company will be required to adopt. Also discussed is management’s expectation of the impact these new accounting pronouncements will have on the Company’s consolidated financial statements.

 

Market Risk

Market risk is the risk of loss from adverse changes in market prices and rates. The Company's market risk arises primarily from interest rate risk inherent in its investing, lending and deposit taking activities. Management actively monitors and manages its interest rate risk exposure.

 

The Company's profitability is affected by fluctuations in interest rates. A sudden and substantial change in interest rates may adversely impact the Company's earnings to the extent that the interest rates borne by assets and liabilities do not change at the same speed, to the same extent, or on the same basis. The Company monitors the projected changes in net interest income that occur if interest rates were to suddenly change up or down. The Rate Shock Table located in the following Asset/Liability Management section of this Management’s Discussion and Analysis discloses the Company's projected changes in net interest income based upon immediate interest rate changes called rate shocks. The Company utilizes a model that uses the discounted cash flows from its interest-earning assets and its interest-bearing liabilities to calculate the current market value of those assets and liabilities. The model also calculates the changes in market value of the interest-earning assets and interest-bearing liabilities under different interest rate changes.

 

The following table discloses the projected changes in market value to the Company’s interest-earning assets and interest-bearing liabilities based upon incremental 100 basis point changes in interest rates from interest rates in effect on December 31, 2020.

 

(Dollars in thousands)

 

Market Value

 

Basis point change in interest rates

    -100       0    

+100

   

+200

 

Total market-risk sensitive assets

  $ 905,104       901,316       885,247       867,615  

Total market-risk sensitive liabilities

    850,665       800,961       757,987       720,856  

Off-balance sheet financial instruments

    685       0       1,128       2,176  

Net market risk

  $ 53,754       100,355       126,132       144,583  

Percentage change from current market value

    (46.44)

%

    0.00

%

    25.69

%

    44.07

%

                                 

 

The preceding table was prepared utilizing the following assumptions (the Model Assumptions) regarding prepayment and decay ratios that were determined by management based upon its review of historical prepayment speeds and decay rates. Fixed rate loans were assumed to prepay at annual rates of between 4% and 59%, depending on the note rate and the period to maturity. Adjustable rate mortgages (ARMs) were assumed to prepay at annual rates of between 5% and 52%, depending on the note rate and the period to maturity. Mortgage-backed securities were projected to have prepayments based upon the underlying collateral securing the instrument. All loan prepayments vary based on the note rate and period to maturity of the individual loans. Certificate accounts were assumed not to be withdrawn until maturity. Retail money market demand accounts (MMDAs) and passbook accounts were assumed to decay at annual rates of 17% and 9%, respectively. Retail non-interest and interest-bearing checking accounts were assumed to decay at annual rates of 19% and 6%, respectively. Commercial non-interest and interest-bearing checking accounts were assumed to decay at annual rates of 16% and 22%, respectively. Commercial MMDAs were assumed to decay at annual rates of between 13% and 25%.

 

19

 

Certain shortcomings are inherent in the method of analysis presented in the foregoing table. The interest rates on certain types of assets and liabilities may fluctuate in advance of changes in market interest rates, while interest rates on other types of assets and liabilities may lag behind changes in market interest rates. The model assumes that the difference between the current interest rate being earned or paid compared to a treasury instrument or other interest index with a similar term to maturity (the interest spread) will remain constant over the interest changes disclosed in the table. Changes in interest spread could impact projected market value changes. Certain assets, such as ARMs, have features that restrict changes in interest rates on a short-term basis and over the life of the assets. The market value of the interest-bearing assets that are approaching their lifetime interest rate caps or floors could be different from the values calculated in the table. Certain liabilities, such as certificates of deposit, have fixed rates that restrict interest rate changes until maturity. In the event of a change in interest rates, prepayment and early withdrawal levels may deviate significantly from those assumed in calculating the foregoing table. The ability of many borrowers to service their debt may also decrease in the event of a substantial increase in interest rates.

 

Asset/Liability Management

The Company's management reviews the impact that changing interest rates will have on the net interest income projected for the twelve months following December 31, 2020 to determine if its current level of interest rate risk is acceptable. The following table projects the estimated impact on net interest income during the twelve month period ending December 31, 2021 of immediate interest rate changes called rate shocks:

 

(Dollars in thousands)

 

Rate Shock

in Basis Points

   

Net Interest

Change

   

Percent

Change

 

+200

    $ 3,007       10.51

%

+100

      1,441       5.04  
0       0       0.00  
-100       (1,582 )     (5.53 )
                   

 

The preceding table was prepared utilizing the Model Assumptions. Certain shortcomings are inherent in the method of analysis presented in the preceding table. In the event of a change in interest rates, prepayment and early withdrawal levels would likely deviate significantly from those assumed in calculating the preceding table. The ability of many borrowers to service their debt may decrease in the event of a substantial increase in interest rates and could impact net interest income. The increase in interest income in a rising rate environment is because there are more loans that are anticipated to reprice to higher interest rates in that environment in the next twelve months than there are deposits that would reprice.

 

In managing the Company’s exposure to changes in interest rates, management closely monitors interest rate risk. The Company has an Asset/Liability Committee that meets frequently to discuss changes in the interest rate risk position and projected profitability. The Committee makes adjustments to the asset/liability position of the Bank that are reviewed by the Board of Directors of the Bank. This Committee also reviews the Bank's portfolio, formulates investment strategies and oversees the timing and implementation of transactions as intended to assure attainment of the Bank's objectives in an effective manner. In addition, each quarter the Board reviews the Bank's asset/liability position, including simulations of the effect on the Bank's capital of various interest rate scenarios.

 

In managing its asset/liability composition, the Bank may, at times, depending on the relationship between long-term and short-term interest rates, market conditions and consumer preference, place more emphasis on managing net interest margin than on better matching the interest rate sensitivity of its assets and liabilities in an effort to enhance net interest income. Management believes that the increased net interest income resulting from a mismatch in the maturity of its asset and liability portfolios can, in certain situations, provide high enough returns to justify the increased exposure to sudden and unexpected changes in interest rates.

 

To the extent consistent with its interest rate spread objectives, the Bank attempts to manage its interest rate risk and has taken a number of steps to structure its balance sheet to better match the maturities of its assets and liabilities. The Bank sells almost all of its originated 30-year fixed rate single family residential loans that are saleable to third parties and generally places only adjustable rate or shorter-term fixed rate loans that meet certain risk characteristics into its loan portfolio. In addition, a significant portion of the Bank’s commercial loans that are placed into the portfolio are adjustable rate loans or fixed rate loans that reprice in less than five years.

 

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements other than commitments to originate and sell loans in the ordinary course of business. See Note 18 Commitments and Contingencies in the Notes to Consolidated Financial Statements for additional information on loan commitments. Management believes that the Company has sufficient liquidity to satisfy the resulting off-balance sheet obligations.

 

20

 

 

Consolidated Balance Sheets

 

   

December 31,

   

December 31,

 

(Dollars in thousands)

 

2020

   

2019

 
                 

ASSETS

               

Cash and cash equivalents

  $ 86,269       44,399  

Securities available for sale:

               

Mortgage-backed and related securities (amortized cost $99,821 and $54,777)

    101,464       54,851  

Other marketable securities (amortized cost $46,491 and $52,751)

    46,626       52,741  
      148,090       107,592  
                 

Loans held for sale

    6,186       3,606  

Loans receivable, net

    642,630       596,392  

Accrued interest receivable

    3,102       2,251  

Mortgage servicing rights, net

    3,043       2,172  

Premises and equipment, net

    10,133       10,515  

Goodwill

    802       802  

Core deposit intangible

    57       156  

Prepaid expenses and other assets

    7,241       8,052  

Deferred tax asset, net

    2,027       1,702  

Total assets

  $ 909,580       777,639  
                 
                 

Liabilities and Stockholders’ Equity

               

Deposits

  $ 795,204       673,870  

Accrued interest payable

    140       420  

Customer escrows

    1,998       2,413  

Accrued expenses and other liabilities

    8,986       8,288  

Total liabilities

    806,328       684,991  

Commitments and contingencies

               

Stockholders’ equity:

               

Serial-preferred stock ($.01 par value): authorized 500,000 shares; issued 0

    0       0  

Common stock ($.01 par value): authorized 16,000,000 shares; issued 9,128,662

    91       91  

Additional paid-in capital

    40,480       40,365  

Retained earnings, subject to certain restrictions

    117,849       107,547  

Accumulated other comprehensive income

    1,282       46  

Unearned employee stock ownership plan shares

    (1,450 )     (1,643 )

Treasury stock, at cost 4,359,552 and 4,284,840 shares

    (55,000 )     (53,758 )

Total stockholders’ equity

    103,252       92,648  

Total liabilities and stockholders’ equity

  $ 909,580       777,639  

 

See accompanying notes to consolidated financial statements.

 

21

 

 

Consolidated Statements of Comprehensive Income

 

Years ended December 31
(Dollars in thousands, except per share amounts)

 

 

2020

   

 

2019

   

 

2018

 

Interest income:

                       

Loans receivable

  $ 29,924       29,787       28,535  

Securities available for sale:

                       

Mortgage-backed and related

    1,155       343       197  

Other marketable

    702       1,157       1,138  

Other

    178       603       511  

Total interest income

    31,959       31,890       30,381  
                         

Interest expense:

                       

Deposits

    2,851       3,332       2,231  

Advances and other borrowings

    0       7       2  

Total interest expense

    2,851       3,339       2,233  

Net interest income

    29,108       28,551       28,148  

Provision for loan losses

    2,699       (1,216 )     (649 )

Net interest income after provision for loan losses

    26,409       29,767       28,797  
                         

Non-interest income:

                       

Fees and service charges

    2,877       3,100       3,330  

Loan servicing fees

    1,356       1,278       1,255  

Gain on sales of loans

    9,531       2,941       2,095  

Other

    1,190       1,136       1,034  

Total non-interest income

    14,954       8,455       7,714  
                         

Non-interest expense:

                       

Compensation and benefits

    15,646       15,659       14,728  

Occupancy and equipment

    4,429       4,442       4,304  

Data processing

    1,314       1,263       1,270  

Professional services

    1,405       1,573       1,137  

Other

    4,199       4,168       3,948  

Total non-interest expense

    26,993       27,105       25,387  

Income before income tax expense

    14,370       11,117       11,124  

Income tax expense

    4,068       3,324       2,888  

Net income

    10,302       7,793       8,236  

Other comprehensive income (loss), net of tax

    1,236       1,142       (69 )

Comprehensive income available to common shareholders

  $ 11,538       8,935       8,167  

Basic earnings per common share

  $ 2.23       1.69       1.89  

Diluted earnings per common share

  $ 2.22       1.68       1.71  

 

See accompanying notes to consolidated financial statements.

 

22

 

 

Consolidated Statements of Stockholders’ Equity

 

(Dollars in thousands)

 

Common

Stock

   

Additional Paid-in

Capital

   

Retained Earnings

   

Accumulated Other Comprehensive Income (Loss)

   

Unearned Employee Stock Ownership

Plan

   

Treasury

Stock

   

Total

Stock-

holders’

Equity

 

Balance, December 31, 2017

  $ 91       50,623       91,448       (957 )     (2,030 )     (58,357 )     80,818  

Net income

                    8,236                               8,236  

Other comprehensive loss

                            (69 )                     (69 )

Reclassification due to adjustments for equity securities as required by ASU 2016-01

                    70       (70 )                     0  

Stock warrants purchased

            (6,453 )                                     (6,453 )

Exercise of stock warrants

            (4,168 )                             4,168       0  

Exercise of stock options

            (145 )                             145       0  

Tax benefits of exercised stock options

            64                                       64  

Stock compensation expense

            17                                       17  

Restricted stock awards

            (188 )                             188       0  

Amortization of restricted stock awards

            134                                       134  

Earned employee stock ownership plan shares

            206                       194               400  

Balance, December 31, 2018

  $ 91       40,090       99,754       (1,096 )     (1,836 )     (53,856 )     83,147  

Net income

                    7,793                               7,793  

Other comprehensive income

                            1,142                       1,142  

Stock compensation expense

            1                                       1  

Restricted stock awards

            (143 )                             143       0  

Stock awards withheld for tax withholding

                                            (45 )     (45 )

Amortization of restricted stock awards

            187                                       187  

Earned employee stock ownership plan shares

            230                       193               423  

Balance, December 31, 2019

  $ 91       40,365       107,547       46       (1,643 )     (53,758 )     92,648  

Net income

                    10,302                               10,302  

Other comprehensive income

                            1,236                       1,236  

Stock repurchases

                                            (1,450 )     (1,450 )

Restricted stock awards

            (268 )                             268       0  

Stock awards withheld for tax withholding

                                            (60 )     (60 )

Amortization of restricted stock awards

            238                                       238  

Earned employee stock ownership plan shares

            145                       193               338  

Balance, December 31, 2020

   $ 91       40,480       117,849       1,282       (1,450 )     (55,000 )     103,252  

 

See accompanying notes to consolidated financial statements.

 

23

 

 

Consolidated Statements of Cash Flows

 

Years ended December 31 (Dollars in thousands)

 

2020

   

2019

   

2018

 

Cash flows from operating activities:

                       

Net income

  $ 10,302       7,793       8,236  

Adjustments to reconcile net income to cash provided by operating activities:

                       

Provision for loan losses

    2,699       (1,216 )     (649 )

Depreciation

    1,108       1,129       1,078  

Amortization of premiums, net

    221       3       16  

Amortization of deferred loan fees

    (977 )     (91 )     (260 )

Amortization of core deposit intangible

    99       99       99  

Amortization of purchased asset fair value adjustments

    (29 )     (41 )     (70 )

Amortization of mortgage servicing rights

    1,318       780       551  

Capitalized mortgage servicing rights

    (2,189 )     (1,097 )     (682 )

Deferred income tax (credit) expense

    (802 )     496       1,084  

Losses (gains) recognized on equity securities, net

    19       (46 )     36  

(Gains) losses on sale of premises

    (5 )     24       11  

Gains on sale of real estate owned, net

    (129 )     0       (80 )

Gain on sales of loans

    (9,531 )     (2,941 )     (2,095 )

Proceeds from sales of loans held for sale

    268,019       124,858       88,649  

Disbursements on loans held for sale

    (254,484 )     (115,861 )     (76,489 )

Amortization of restricted stock awards

    238       187       134  

Amortization of unearned ESOP shares

    193       193       194  

Earned ESOP shares priced above original cost

    145       230       206  

Stock compensation expense

    0       1       17  

(Increase) decrease in accrued interest receivable

    (851 )     105       (12 )

(Decrease) increase in accrued interest payable

    (280 )     74       200  

Decrease (increase) in other assets

    1,175       693       (1,343 )

Increase (decrease) in other liabilities

    670       (199 )     (1,024 )

Other, net

    13       28       2  

Net cash provided by operating activities

    16,942       15,201       17,809  

Cash flows from investing activities:

                       

Principal collected on securities available for sale

    17,046       2,867       1,914  

Proceeds collected on maturity of securities available for sale

    41,240       25,400       310  

Purchases of securities available for sale

    (97,294 )     (54,427 )     (4,888 )

Purchase of Federal Home Loan Bank stock

    (79 )     (1,040 )     (322 )

Redemption of Federal Home Loan Bank stock

    0       1,053       272  

Proceeds from sales of real estate

    434       0       367  

Net increase in loans receivable

    (55,106 )     (14,765 )     (11,483 )

Proceeds from sale of premises

    12       195       0  

Purchases of premises and equipment

    (734 )     (2,232 )     (2,497 )

Net cash used by investing activities

    (94,481 )     (42,949 )     (16,327 )

Cash flows from financing activities:

                       

Increase (decrease) in deposits

    121,334       50,518       (12,249 )

Treasury stock purchased

    (1,450 )     0       0  

Warrants purchased

    0       0       (6,453 )

Stock awards withheld for tax withholding

    (60 )     (45 )     0  

Excess tax benefit from options exercised

    0       0       64  

Proceeds from borrowings

    2       26,001       6,801  

Repayment of borrowings

    (2 )     (26,001 )     (6,801 )

(Decrease) increase in customer escrows

    (415 )     965       301  

Net cash provided (used) by financing activities

    119,409       51,438       (18,337 )

Increase (decrease) in cash and cash equivalents

    41,870       23,690       (16,855 )

Cash and cash equivalents, beginning of year

    44,399       20,709       37,564  

Cash and cash equivalents, end of year

  $ 86,269       44,399       20,709  

Supplemental cash flow disclosures:

                       

Cash paid for interest

  $ 3,131       3,265       2,034  

Cash paid for income taxes

    3,617       2,911       4,264  

Supplemental noncash flow disclosures:

                       

Loans transferred to loans held for sale

    6,815       6,253       11,642  

Transfer of loans to real estate owned, net

    362       166       74  

Right to use assets and lease obligations

    0       4,505       0  


See accompanying notes to consolidated financial statements.

 

24

 

Notes to Consolidated Financial Statements


December 31, 2020, 2019 and 2018

 

 

NOTE 1 Description of the Business and Summary of Significant Accounting Policies

HMN Financial, Inc. (HMN or the Company) is a stock savings bank holding company that owns 100 percent of Home Federal Savings Bank (the Bank). The Bank has a community banking philosophy and operates retail banking and loan production facilities in Minnesota, Iowa and Wisconsin. The Bank has two wholly owned subsidiaries, Osterud Insurance Agency, Inc. (OIA), which does business as Home Federal Investment Services and offers financial planning products and services, and HFSB Property Holdings, LLC (HPH), which is currently inactive, but has acted in the past as an intermediary for the Bank in holding and operating certain foreclosed properties.

 

The consolidated financial statements included herein are for HMN, the Bank, OIA and HPH. All significant intercompany accounts and transactions have been eliminated in consolidation.

 

The Company evaluated subsequent events through the filing date of our annual 10-K with the Securities and Exchange Commission (SEC) on March 5, 2021.

 

Use of 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 balance sheet and revenues and expenses for the period. Actual results could differ from those estimates.

 

An estimate that is particularly susceptible to change relates to the determination of the allowance for loan losses. Management believes that the allowance for loan losses is appropriate to cover probable losses inherent in the portfolio at the date of the balance sheet. While management uses available information to recognize losses on loans, future additions to the allowance may be necessary based on changes in economic conditions and other factors. In addition, various regulatory agencies, as an integral part of their examination process, periodically review the allowance for loan losses. Such agencies may require changes to the allowance based on their judgment about information available to them at the time of their examination.

 

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. These calculations are based on many complex factors including estimates of the timing of reversals of temporary differences, the interpretation of federal and state income tax laws, and a determination of the differences between the tax and the financial reporting basis of assets and liabilities. Actual results could differ significantly from the estimates and interpretations used in determining the current and deferred income tax assets and liabilities.


Estimates related to litigation are inherently subjective and the ultimate resolution of any litigation may be different than current management estimates. See “Note 18 Commitments and Contingencies” for further information on outstanding litigation matters.

 

Cash and Cash Equivalents

The Company considers highly liquid investments with original maturities of three months or less to be cash equivalents.

 

Securities

Securities are accounted for according to their purpose and holding period. The Company classifies its debt securities in one of three categories:

 

Trading Securities

Securities held principally for resale in the near term are classified as trading securities and are recorded at their fair values. Unrealized gains and losses on trading securities are included in other income.

 

Securities Held to Maturity

Securities that the Company has the positive intent and ability to hold to maturity are reported at cost and adjusted for premiums and discounts that are recognized in interest income using the interest method with discounts amortized over the period to maturity and premiums amortized to the earliest call date. Unrealized losses on securities held to maturity reflecting a decline in value judged to be other than temporary are charged to income and a new cost basis is established.

 

25

 

Securities Available for Sale

Securities available for sale consist of securities not classified as trading securities or as securities held to maturity. They include securities that management intends to use as part of its asset/liability strategy or that may be sold in response to changes in interest rates, changes in prepayment risk, or similar factors. Unrealized gains and losses, net of income taxes, are reported as a separate component of stockholders’ equity until realized. Gains and losses on the sale of securities available for sale are determined using the specific identification method and recognized on the trade date. Premiums and discounts are recognized in interest income using the interest method with discounts amortized over the period to maturity and premiums amortized to the earliest call date. Unrealized losses on securities available for sale reflecting a decline in value judged to be other than temporary are charged to income and a new cost basis is established.

 

Management monitors the investment security portfolio for impairment on an individual security basis and has a process in place to identify securities that could potentially have a credit impairment that is other than temporary. This process involves analyzing the length of time and extent to which the fair value has been less than the amortized cost basis, the market liquidity for the security, the financial condition and near-term prospects of the issuer, expected cash flows, and the Company's intent and ability to hold the investment for a period of time sufficient to recover the temporary loss, including determining whether it is more-likely-than-not that the Company will be required to sell the security prior to recovery. To the extent it is determined that a security is deemed to be other-than-temporarily impaired, an impairment loss is recognized.

 

Equity Securities

Equity securities are carried at their fair market value with any changes during the period recognized in other income on the consolidated statements of comprehensive income.

 

Loans Held for Sale

Mortgage loans originated which are intended for sale in the secondary market are carried at the lower of cost or estimated market value in the aggregate. Net fees and costs associated with originating loans held for sale are deferred and included in the basis of the loan in determining the gain or loss on the sale of the loans. Gains on the sale of loans are recognized on the settlement date. Net unrealized losses are recognized through a valuation allowance by charges to income.

 

Loans Receivable, net

Loans receivable, net, are carried at amortized cost. Loan origination fees received, net of certain loan origination costs, are deferred as an adjustment to the carrying value of the related loans, and are amortized into income using the interest method over the estimated life of the loans.

 

Premiums and discounts on purchased loans are amortized into interest income using the interest method over the period to contractual maturity, adjusted for estimated prepayments.

 

26

 

The allowance for loan losses is based on a periodic analysis of the loan portfolio and is maintained at an amount considered to be appropriate by management to provide for probable losses inherent in the loan portfolio as of the balance sheet dates. In this analysis, management considers factors including, but not limited to, specific occurrences of loan impairment, actual and anticipated changes in the size of the portfolios, national and regional economic conditions (such as unemployment data, loan delinquencies, local economic conditions, demand for single family homes, demand for commercial real estate and building lots), loan portfolio composition, historical loss experience, and observations made by the Company's ongoing internal audit and regulatory exam processes. In connection with the determination of the allowance for loan losses, management obtains independent appraisals for significant properties or other collateral securing classified loans. Appraisals on collateral dependent commercial real estate and commercial business loans are obtained when it is determined that the borrower’s risk profile has deteriorated and the loan is classified as impaired. Subsequent new third party appraisals of properties securing impaired commercial real estate and commercial business loans are prepared at least every two years. For all land development loan types, a new third party appraisal is prepared on an annual basis where current activity is not materially consistent with the assumptions made in the most recent third party appraisal. Non-performing residential and consumer home equity loans and home equity lines may have a third party appraisal or an internal evaluation completed depending on the size of the loan and location of the property. These appraisals, or internal valuations, are generally completed when a residential or consumer home equity loan or home equity line of credit becomes 120 days past due and are typically updated after possession of the property is obtained. Valuations are reviewed on a quarterly basis and adjustments are made to the allowance for loan losses for temporary impairments and charge-offs are taken when the impairment is determined to be permanent. The fair market value of the properties for all loan types are adjusted for estimated selling costs in order to determine the net realizable value of the properties. Loans are charged off to the extent they are deemed to be uncollectible. The appropriateness of the allowance for loan losses is dependent upon management’s estimates of variables affecting valuation, appraisals of collateral, evaluations of performance and status, and the amounts and timing of future cash flows expected to be received on impaired loans. Such estimates, appraisals, evaluations and cash flows may be subject to adjustments due to changing economic prospects of borrowers or properties. The fair market value of collateral dependent loans is typically based on the appraised value of the property less estimated selling costs. The estimates are reviewed periodically and adjustments, if any, are recorded in the provision for loan losses in the periods in which the adjustments become known. The allowance is allocated to individual loan categories based upon the relative risk characteristics of the loan portfolios and the actual loss experience. The Company increases its allowance for loan losses by charging the provision for loan losses against income and decreases its allowance by crediting the provision for loan losses. The methodology for establishing the allowance for loan losses takes into consideration probable losses that have been identified in connection with specific loans as well as losses in the loan portfolio that have not been specifically identified.

 

Interest income is recognized on an accrual basis except when collectability is in doubt. When loans are placed on a non-accrual basis, generally when the loan is 90 days past due, previously accrued but unpaid interest is reversed from income. If the ultimate collectability of a loan is in doubt and the loan is placed in nonaccrual status, the cost recovery method is used and cash collected is applied to first reduce the principal outstanding. Generally, the Company returns a loan to accrual status when all delinquent interest and principal becomes current under the terms of the loan agreement, the borrower has consistently made the required payments for a period of six months, and the collectability of remaining principal and interest is no longer doubtful. Previously collected interest payments that were applied to principal when the loan was classified as non-accrual are recorded as interest income using the effective yield method over the estimated life of the loan, including expected renewal terms.

 

All impaired loans are valued at the present value of expected future cash flows discounted at the loan's initial effective interest rate. The fair value of the collateral of an impaired collateral-dependent loan or an observable market price, if one exists, may be used as an alternative to discounting. If the value of the impaired loan is less than the recorded investment in the loan, the impaired amount is charged off. A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement. Impaired loans include all loans which are on non-accrual, delinquent as to principal and interest for 90 days or more, or restructured in a troubled debt restructuring (TDR) involving a modification of terms. All non-accruing loans are reviewed for impairment on an individual basis.

 

Included in loans receivable, net, are certain loans that have been modified in order to maximize collection of the loan balances. The Company evaluates all loan modifications and if the Company, for legal or economic reasons related to the borrower's financial difficulties, grants a concession compared to the original terms and conditions of the loan that the Company would not otherwise consider, the modified loan is considered a TDR and is classified as an impaired loan. If the TDR loan was performing (accruing) prior to the modification, it typically will remain accruing after the modification as long as it continues to perform according to the modified terms. If the TDR loan was non-performing (non-accruing) prior to the modification, it will remain non-accruing after the modification for a minimum of six months. If the loan performs according to the modified terms for a minimum of six months, it typically will be returned to accruing status. In general, there are two conditions in which a TDR loan is no longer considered to be a TDR and potentially not classified as impaired. The first condition is when the loan is refinanced with terms that reflect normal market terms for the type of credit involved and performs according to the modified terms for a period of at least one year. The second condition is when the loan is repaid or charged off.

 

The Interagency Statement on Loan Modification and Reporting for Financial Institutions Working with Customers Affected by the Coronavirus and section 4013 of the CARES act allow financial institutions to grant modifications of loans to borrowers that were impacted by the pandemic without classifying the modifications as TDR’s. See “Note 6 Allowance for Loan Losses and Credit Quality Information for additional information on accommodations that were granted to borrowers in 2020.

 

27

 

Transfers of Financial Assets and Participating Interests

Transfers of an entire financial asset or a participating interest in an entire financial asset are accounted for as sales when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Company, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and (3) the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity.

 

The transfer of a participating interest in an entire financial asset must also meet the definition of a participating interest. A participating interest in a financial asset has all of the following characteristics: (1) from the date of transfer, it must represent a proportionate (pro rata) ownership interest in the financial asset, (2) from the date of transfer, all cash flows received, except any cash flows allocated as any compensation for servicing or other services performed, must be divided proportionately among participating interest holders in the amount equal to their share of ownership, (3) the rights of each participating interest holder must have the same priority, and (4) no party has the right to pledge or exchange the entire financial asset unless all participating interest holders agree to do so.

 

Real Estate, net

Real estate acquired through loan foreclosure or deed in lieu of foreclosure is initially recorded at its fair value less estimated selling costs. Third party appraisals are obtained as soon as practical after obtaining possession of the property. Valuations are reviewed quarterly by management and an allowance for losses is established if the carrying value of a property exceeds its fair value less estimated selling costs.

 

Mortgage Servicing Rights, net

Mortgage servicing rights are capitalized at their fair value and amortized in proportion to, and over the period of, estimated net servicing income. The Company evaluates its capitalized mortgage servicing rights for impairment each quarter. Loan type and note rate are the predominant risk characteristics of the underlying loans used to stratify capitalized mortgage servicing rights for purposes of measuring impairment. Any impairment is recognized through a valuation allowance.

 

Premises and Equipment, net

Land is carried at cost. Office buildings, improvements, furniture and equipment are carried at cost less accumulated depreciation. Depreciation is computed on a straight-line basis over their estimated useful lives of 5 to 40 years for office buildings and improvements and 3 to 10 years for furniture and equipment.

 

Goodwill

The Company records goodwill for acquisition amounts paid in excess of the net assets purchased. Goodwill is not amortized, but is tested for impairment at least annually or more frequently if there are indications of impairment.

 

Core Deposit Intangible, net

The Company records the estimated fair value of the deposit base acquired in an acquisition as a core deposit intangible asset. The recorded amount is amortized on a straight line basis over the estimated life of the deposits acquired.

 

Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of

The Company reviews long-lived assets and certain identifiable intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

 

Stock Based Compensation

The Company recognizes the grant-date fair value of stock option and restricted stock awards issued as compensation expense, amortized over the vesting period.

 

28

 

Employee Stock Ownership Plan (ESOP)

The Company has an ESOP that borrowed funds from the Company and purchased shares of HMN common stock. The Company makes quarterly principal and interest payments on the ESOP loan. As the debt is repaid, ESOP shares that were pledged as collateral for the debt are released from collateral based on the proportion of debt service paid in the year and then allocated to eligible employees. The Company accounts for its ESOP in accordance with ASC 718, Employers' Accounting for Employee Stock Ownership Plans. Accordingly, the shares pledged as collateral are reported as unearned ESOP shares in stockholders' equity. As shares are determined to be ratably released from collateral, the Company reports compensation expense equal to the current market price of the shares, and the shares become outstanding for earnings per share computations.

 

Income Taxes

Deferred tax assets and liabilities are recognized for future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. A valuation allowance is required to be recognized if it is more-likely-than-not that the deferred tax asset will not be realized. The determination of the realizability of the deferred tax asset is subjective and dependent upon judgment concerning management’s evaluation of both positive and negative evidence regarding the ultimate realizability of deferred tax assets. The Company is no longer subject to federal or state income tax examinations by tax authorities for years before 2017.

 

Earnings per Common Share

Basic earnings per common share excludes dilution and is computed by dividing the income available to common shareholders by the weighted-average number of common shares outstanding for the period. Diluted earnings per common share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that shared in the earnings of the entity.

 

Comprehensive Income

Comprehensive income is defined as the change in equity during a period from transactions and other events from non-owner sources. Comprehensive income is the total of net income and other comprehensive income (loss), which for the Company is comprised of unrealized gains and losses on securities available for sale.

 

Segment Information

The amount of each segment item reported is the measure reported to the chief operating decision maker for purposes of making decisions about allocating resources to the segment and assessing its performance. Adjustments and eliminations made in preparing an enterprise’s general-purpose financial statements and allocations of revenues, expenses, and gains or losses are included in determining reported segment profit or loss if they are included in the measure of the segment’s profit or loss that is used by the chief operating decision maker. Similarly, only those assets that are included in the measure of the segment’s assets that are used by the chief operating decision maker are reported for that segment.

 

29

 

New Accounting Pronouncements

In June 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The amendments in this ASU affect all entities that measure credit losses on financial instruments including loans, debt securities, trade receivables, net investments in leases, off-balance sheet credit exposures, reinsurance receivables, and any other financial asset that has a contractual right to receive cash that is not specifically excluded. The main objective of this ASU is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. To achieve this objective, the amendments in this ASU replace the incurred loss impairment methodology required in current GAAP with a methodology that reflects expected credit losses that requires consideration of a broader range of reasonable and supportable information to estimate credit losses. The amendments in this ASU will affect entities to varying degrees depending on the credit quality of the assets held by the entity, the duration of the assets held, and how the entity applies the current incurred loss methodology. The amendments in this ASU, for public business entities that are filers with the Securities and Exchange Commission (SEC), were originally effective for fiscal years beginning after December 15, 2019, including interim periods within those annual periods. On November 26, 2019, the FASB issued ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments – Credit Losses which delayed the implementation date of ASU 2016-13 for SEC smaller reporting companies, such as HMN, from the first quarter of 2020 to the first quarter of 2023. All entities may adopt the amendments in the ASU early as of the fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Amendments should be applied using a modified retrospective transition method by means of a cumulative-effect adjustment to equity as of the beginning of the period in which the guidance is adopted. The Company has not early adopted this ASU. Management has accumulated the charge off information necessary to calculate the appropriate life of loan loss percentages for the various loan categories, has identified several key metrics to help identify and project anticipated changes in the credit quality of the Bank’s loan portfolio upon enactment, and is in the process of evaluating the determination of potential qualitative reserve amounts and the impact that the adoption of this ASU will have on the Company’s consolidated financial statements when it is adopted in the first quarter of 2023.

 

On February 6, 2020, the FASB issued ASU 2020-02, Financial Instruments-Credit Losses (Topic 326) and Leases (Topic 842)-Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842). The amendments in this ASU related to Leases (Topic 842) did not have any impact on the Company. The amendments in this ASU related to Topic 326 adds additional guidance related to the SEC’s expectations for the documentation of the measurement, review process, and the systematic methodology used by entities to determine the current credit losses under FASB ASC Topic 326. Management is currently in the process of reviewing how the Company’s credit loss calculation and review processes will be impacted by the additional guidance of this ASU when ASC Topic 326 is adopted in the first quarter of 2023.

 

Derivative Financial Instruments

The Company uses derivative financial instruments in order to manage the interest rate risk on residential loans held for sale and its commitments to extend credit for residential loans. The Company may also from time to time use interest rate swaps to manage interest rate risk. Derivative financial instruments include commitments to extend credit and forward mortgage loan sales commitments.

 

Reclassifications

Certain amounts in the consolidated financial statements for the prior year have been reclassified to conform to the current year presentation.

 

 

NOTE 2 Revenue Recognition

The Company recognizes revenue in accordance with ASU 2014-09 (Topic 606) and all subsequent amendments to the ASU (collectively, “ASC 606”). The Company’s services that fall within the scope of ASC 606 are presented on the income statement within non-interest income and other non-interest expense and are recognized as revenue as the Company satisfies its performance obligation to the customer. Services within the scope of ASC 606 include fees and service charges on deposit accounts, ATM and debit card interchange income, safe deposit box rental fees, check printing charges, income earned on the sale of uninsured investment products, and gains or losses recognized on the sale of real estate owned that is included in other non-interest expense.

 

30

 

All of the Company’s revenue from contracts with customers within the scope of ASC 606 is recognized within non-interest income except for the gain or loss on the sale of real estate owned which is included in other non-interest expense. The following table presents the Company’s sources of non-interest income for the years ended December 31, 2020, 2019 and 2018. Sources of revenue outside the scope of ASC 606 are noted as such.

 

   

Year ended
December 31,

 

(Dollars in thousands)

 

2020

   

2019

   

2018

 

Non-interest income:

                       

Fees and service charges on deposit accounts

  $ 986       1,257       1,308  

Other fees and service charges

    369       433       585  

Debit card interchange fees

    1,522       1,410       1,437  

Gain on sale of loans (1)

    9,531       2,941       2,095  

Loan servicing fees (1)

    1,356       1,278       1,255  

Uninsured investment product sales

    991       909       870  

Other

    199       227       164  

Total non-interest income

    14,954       8,455       7,714  

Gain on sale of real estate owned(2)

    129       0       80  

Total non-interest income and other ASC 606 items

   $ 15,083       8,455       7,794  
                         

 

(1) Not within the scope of ASC 606.

(2) Included in other-non-interest expense.

 

A description of the Company’s revenue categories that are accounted for under ASC 606 is as follows:

 

Fees and Service Charges on Deposit Accounts

The Company earns fees from deposit customers for transaction-based, account maintenance, and overdraft services. Transaction-based fees, which include services such as ATM use fees, wire transfer fees, check cashing fees, stop payment charges, statement rendering, ACH fees, and other deposit related fees, are recognized at the time the transaction is executed or when the Company fulfills the customer’s request. Account maintenance fees, which relate primarily to monthly maintenance, are earned over the course of a month, representing the period over which the Company satisfies the performance obligation. Overdraft fees are recognized at the point in time that the overdraft occurs. Service charges on deposits are recognized when they are withdrawn from the customer’s account balance.

 

Other Fees and Service Charges
Other fees and service charges consist of revenues that are both within the scope of and outside the scope of ASC 606. Other fees and service charges within the scope of ASC 606 consist of fees for the rental of safe deposit boxes and check printing charges. Revenues for these fees are recognized over the period the service is provided or the fee is incurred by the customer. Other fees and service charges outside the scope of ASC 606 consist of loan commitment fees and late charges on loans.

 

Debit Card Interchange Fees

The Company earns interchange fees from debit card holder transactions conducted through various payment networks. Interchange fees from cardholder transactions are recognized daily, concurrently with the transaction processing services provided by an outsourced technology solution and are presented on a net basis.

 

Uninsured Investment Product Sales

Commission revenues on the sale of uninsured investment products may be recognized up front on the sale date of the investment or monthly over a period of years depending on the product being sold. The commissions on investment sales are recognized when the product sale is completed or monthly for trailer fees in accordance with the customer agreement. Any subsequent commission adjustments are recognized upon our receipt of notification from the investment companies concerning matters necessitating such adjustments. Profit-sharing contingent commissions are recognized when determinable, which is generally when such commissions are received from the investment companies.

 

31

 

Other 

Other non-interest income consists of revenues that are both within the scope of and outside the scope of ASC 606. Other income within the scope of ASC 606 consists of gains and losses on asset sales. Other income outside the scope of ASC 606 consists of gains and losses on equity securities and rental income on buildings.

 

Gain on Sale of Real Estate Owned

Other non-interest expense includes gains and losses on the sale of real estate owned which are recognized when the real estate is sold. Gains realized on the sale of real estate owned is the only item in other non-interest expense that is within the scope of ASC 606.

 

 

NOTE 3 Other Comprehensive Income (Loss)

The components of other comprehensive income (loss) and the related tax effects were as follows:

 

   

For the years ended December 31,

 
   

2020

   

2019

   

2018

 

(Dollars in thousands)

 

Before

Tax

   

Tax

Effect

   

Net

of Tax

   

Before

Tax

   

Tax

Effect

   

Net

of Tax

   

Before

Tax

   

Tax

Effect

   

Net

of Tax

 
Securities available for sale:                                                                        

Unrealized gains (losses) arising during the period

  $ 1,714       478       1,236       1,585       443       1,142       (94 )     (25 )     (69 )

Other comprehensive income (loss)

  $ 1,714       478       1,236       1,585       443       1,142       (94 )     (25 )     (69 )

 

 

NOTE 4 Securities Available for Sale

A summary of securities available for sale at December 31, 2020 and 2019 is as follows:

 

 

(Dollars in thousands)

 

Amortized Cost

   

Gross Unrealized Gains

   

Gross Unrealized Losses

   

Fair Value

 

December 31, 2020

                               

Mortgage-backed securities:

                               

Federal National Mortgage Association (FNMA)

  $ 68,699       1,313       (3 )     70,009  

Federal Home Loan Mortgage Corporation (FHLMC)

    31,025       327       0       31,352  

Collateralized mortgage obligations:

                               

FNMA

    97       6       0       103  
      99,821       1,646       (3 )     101,464  

Other marketable securities:

                               

U.S. Government agency obligations

    45,029       204       0       45,233  

Municipal obligations

    725       1       0       726  

Corporate obligations

    37       0       0       37  

Corporate preferred stock

    700       0       (70 )     630  
      46,491       205       (70 )     46,626  
    $ 146,312       1,851       (73 )     148,090  
                                 

December 31, 2019

                               

Mortgage-backed securities:

                               

FNMA

  $ 46,604       47       (65 )     46,586  

FHLMC

    8,004       88       0       8,092  

Collateralized mortgage obligations:

                               

FNMA

    169       4       0       173  
      54,777       139       (65 )     54,851  

Other marketable securities:

                               

U.S. Government agency obligations

    49,974       39       (21 )     49,992  

Municipal obligations

    1,969       7       0       1,976  

Corporate obligations

    108       0       0       108  

Corporate preferred stock

    700       0       (35 )     665  
      52,751       46       (56 )     52,741  
    $ 107,528       185       (121 )     107,592  
                                 

 

32

 

The Company did not sell any available for sale securities and did not recognize any gains or losses on securities available for sale in 2020, 2019 or 2018.

 

The following table presents the amortized cost and estimated fair value of securities available for sale at December 31, 2020, based upon contractual maturity adjusted for scheduled repayments of principal and projected prepayments of principal based upon current economic conditions and interest rates. Actual maturities may differ from the maturities in the following table because obligors may have the right to call or prepay obligations with or without call or prepayment penalties:

 

(Dollars in thousands)

 

Amortized Cost

   

Fair
Value

 

Due one year or less

  $ 71,923       72,677  

Due after one year through five years

    64,016       64,951  

Due after five years through ten years

    9,558       9,715  

Due after ten years

    815       747  

Total

  $ 146,312       148,090  
                 

 

The allocation of mortgage-backed securities in the table above is based upon the anticipated future cash flow of the securities using estimated mortgage prepayment speeds. 

 

The following table shows the gross unrealized losses and fair values for the securities available for sale portfolio aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at December 31, 2020 and 2019:

 

   

Less Than Twelve Months

   

Twelve Months or More

   

Total

 

(Dollars in thousands)

 

# of Investments

   

Fair

Value

   

Unrealized Losses

   

# of Investments

   

Fair Value

   

Unrealized Losses

   

Fair

Value

   

Unrealized Losses

 

December 31, 2020

                                                               

Mortgage backed securities:

                                                               

FNMA

    1     $ 4,956       (3 )     0     $ 0       0     $ 4,956       (3 )

Other marketable securities:

                                                               

Corporate preferred stock

    0       0       0       1       630       (70 )     630       (70 )

Total temporarily impaired securities

    1     $ 4,956       (3 )     1     $ 630       (70 )   $ 5,586       (73 )
                                                                 

December 31, 2019

                                                               

Mortgage backed securities:

                                                               

FNMA

    4     $ 12,143       (65 )     0     $ 0       0     $ 12,143       (65 )

Other marketable securities:

                                                               

U.S. Government agency obligations

    0       0       0       4       19,972       (21 )     19,972       (21 )

Corporate preferred stock

    0       0       0       1       665       (35 )     665       (35 )

Total temporarily impaired securities

    4     $ 12,143       (65 )     5     $ 20,637       (56 )   $ 32,780       (121 )
                                                                 

 

We review our investment portfolio on a quarterly basis for indications of impairment. This review includes analyzing the length of time and the extent to which the fair value has been lower than the cost, the market liquidity for the investment, the financial condition and near-term prospects of the issuer, including any specific events which may influence the operations of the issuer, and our intent and ability to hold the investment for a period of time sufficient to recover the temporary loss. The unrealized losses on impaired securities other than the corporate preferred stock are the result of changes in interest rates. The unrealized losses reported for the corporate preferred stock at December 31, 2020 relates to a single trust preferred security that was issued by the holding company of a small community bank. As of December 31, 2020 all payments were current on the trust preferred security and the issuer’s subsidiary bank was considered to be “well capitalized” based on its most recent regulatory filing. Based on a review of the issuer, it was determined that the trust preferred security was not other-than-temporarily impaired at December 31, 2020. The Company does not intend to sell the preferred stock and has the intent and ability to hold it for a period of time sufficient to recover the temporary loss. Management believes that the Company will receive all principal and interest payments contractually due on the security and that the decrease in the market value is primarily due to a lack of liquidity in the market for trust preferred securities. Management will continue to monitor the credit risk of the issuer and may be required to recognize other-than-temporary impairment charges on this security in future periods.

 

33

 

 

NOTE 5 Loans Receivable, Net

A summary of loans receivable at December 31, 2020 and 2019, is as follows:

 

(Dollars in thousands)

 

2020

   

2019

 

Residential real estate loans:

               

Single family conventional

  $ 134,390       119,805  

Single family government guaranteed

    633       259  
      135,023       120,064  

Commercial real estate:

               

Construction:

               

Single family

    19,832       23,256  

Multi-family

    2,316       1,858  

Commercial real estate

    9,345       6,008  

Child care services

    3,933       1,455  

Churches/community service

    8,427       10,156  

Fitness/recreation

    1,596       1,636  

Land developments

    13,237       13,167  

Lodging

    61,823       58,643  

Manufacturing

    20,833       20,027  

Movie theaters

    9,619       9,761  

Multi-family

    41,456       48,663  

Nursing home/healthcare

    14,488       7,767  

Restaurant/bar/cafe

    6,383       6,752  

Retail/office

    93,472       71,730  

Warehouse

    32,568       32,064  

Other

    41,376       37,252  
      380,704       350,195  

Consumer:

               

Autos

    1,937       2,608  

Home equity line

    21,308       28,004  

Home equity

    11,549       16,422  

Land/lots

    3,357       3,358  

Recreational vehicles

    15,645       17,266  

Other - secured

    855       1,195  

Other - unsecured

    740       1,096  
      55,391       69,949  

Commercial business

    82,673       64,227  

Total loans

    653,791       604,435  

Less:

               

Unamortized discounts

    12       15  

Net deferred loan fees (costs)

    450       (536 )

Allowance for loan losses

    10,699       8,564  

Total loans receivable, net

  $ 642,630       596,392  

Commitments to originate or purchase loans

  $ 23,596       38,157  

Commitments to deliver loans to secondary market

  $ 24,746       10,098  

Weighted average contractual rate of loans in portfolio

    4.21

%

    4.75

%

 

34

 

Included in total commitments to originate or purchase loans are fixed rate loans aggregating $19.5 million and $19.0 million as of December 31, 2020 and 2019, respectively. The interest rates on these loan commitments ranged from 2.25% to 4.75% at December 31, 2020 and from 3.00% to 5.65% at December 31, 2019.

 

The aggregate amount of loans to executive officers and directors of the Company was $0.2 million, $0.1 million and $0.1 million at December 31, 2020, 2019 and 2018, respectively. During 2020, new loans to executive officers totaled $0.1 million. There were no principal payments made on this new loan in 2020. The remaining balance of $0.1 million for all three years represents a Home Equity Line of Credit for one executive officer and there have been no advances or principal payments on the line of credit during 2020, 2019 or 2018. All loans to executive officers and directors are made in the ordinary course of business on normal credit terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with unrelated parties.

 

At December 31, 2020, 2019 and 2018, the Company was servicing loans for others with aggregate unpaid principal balances of $580.0 million, $505.7 million and $480.6 million, respectively.

 

The Company originates residential, commercial real estate and other loans primarily in Minnesota, Wisconsin and Iowa. At December 31, 2020 and 2019, the Company had in its portfolio single family residential loans located in the following states:

 

   

2020

   

2019

 

(Dollars in thousands)

 

Amount

   

Percent

of Total

   

Amount

   

Percent

of Total

 

Minnesota

  $ 114,575       84.9

%

  $ 107,607       89.6

%

Wisconsin

    15,910       11.8       8,483       7.1  

Other states (1)

    4,538       3.3       3,974       3.3  

Total

  $ 135,023       100.0

%

  $ 120,064       100.0

%

                                 

(1) Amounts under four million dollars in both years are included in “Other states”.

 

At December 31, 2020 and 2019, the Company had in its portfolio commercial real estate loans located in the following states:

 

   

2020

   

2019

 

(Dollars in thousands)

 

Amount

   

Percent

of Total

   

Amount

   

Percent

of Total

 

Florida

  $ 4,350       1.1

%

  $ 6,520       1.9

%

Iowa

    6,281       1.7       6,794       1.9  

Minnesota

    261,598       68.7       244,572       69.8  

North Carolina

    4,571       1.2       4,624       1.3  

Wisconsin

    90,112       23.7       73,122       20.9  

Other states(1)

    13,792       3.6       14,563       4.2  

Total

  $ 380,704       100.0

%

  $ 350,195       100.0

%

                                 

(1) Amounts under four million dollars in both years are included in “Other states”.

 

35

 

 

NOTE 6 Allowance for Loan Losses and Credit Quality Information

The allowance for loan losses is summarized as follows:

 

 

(Dollars in thousands)

 

Single

Family

   

Commercial

Real Estate

   

Consumer

   

Commercial Business

   

Total

 

Balance, December 31, 2017

  $ 900       5,073       1,630       1,708       9,311  
                                         

Provision for losses

  $ (44 )     (421 )     202       (386 )     (649 )

Charge-offs

    (24 )     0       (226 )     (270 )     (520 )

Recoveries

    1       217       16       310       544  

Balance, December 31, 2018

  $ 833       4,869       1,622       1,362       8,686  
                                         

Provision for losses

  $ 25       (1,509 )     (29 )     297       (1,216 )

Charge-offs

    (1 )     0       (107 )     (880 )     (988 )

Recoveries

    0       1,700       21       361       2,082  

Balance, December 31, 2019

  $ 857       5,060       1,507       1,140       8,564  
                                         

Provision for losses

  $ 173       2,938       (63 )     (349 )     2,699  

Charge-offs

    0       (730 )     (84 )     (8 )     (822 )

Recoveries

    0       27       29       202       258  

Balance, December 31, 2020

  $ 1,030       7,295       1,389       985       10,699  
                                         

Allocated to:

                                       

Specific reserves

  $ 62       451       119       93       725  

General reserves

    795       4,609       1,388       1,047       7,839  

Balance, December 31, 2019

  $ 857       5,060       1,507       1,140       8,564  
                                         

Allocated to:

                                       

Specific reserves

  $ 29       95       100       14       238  

General reserves

    1,001       7,200       1,289       971       10,461  

Balance, December 31, 2020

  $ 1,030       7,295       1,389       985       10,699  
                                         

Loans receivable at December 31, 2019:

                                       

Individually reviewed for impairment

  $ 974       1,166       976       735       3,851  

Collectively reviewed for impairment

    119,090       349,029       68,973       63,492       600,584  

Ending balance

  $ 120,064       350,195       69,949       64,227       604,435  
                                         

Loans receivable at December 31, 2020:

                                       

Individually reviewed for impairment

  $ 857       1,484       750       35       3,126  

Collectively reviewed for impairment

    134,166       379,220       54,641       82,638       650,665  

Ending balance

  $ 135,023       380,704       55,391       82,673       653,791  
                                         

 

The following table summarizes the amount of classified and unclassified loans at December 31, 2020 and 2019:

 

   

December 31, 2020

 
   

Classified

   

Unclassified

         

 

(Dollars in thousands)

 

Special Mention

   

Substandard

   

Doubtful

   

 

Loss

   

Total

   

Total

   

Total Loans

 

Single family

  $ 1,219       2,845       29       0       4,093       130,930       135,023  

Commercial real estate:

                                                       

Real estate rental and leasing

    8,065       3,483       0       0       11,548       190,852       202,400  

Other

    8,774       9,750       0       0       18,524       159,780       178,304  

Consumer

    0       600       132       18       750       54,641       55,391  

Commercial business

    1,968       2,482       0       0       4,450       78,223       82,673  
    $ 20,026       19,160       161       18       39,365       614,426       653,791  
                                                         

 

36

 

   

December 31, 2019

 
   

Classified

   

Unclassified

         

 

(Dollars in thousands)

 

Special Mention

   

Substandard

   

Doubtful

   

 

Loss

   

Total

   

Total

   

Total Loans

 

Single family

  $ 1,118       1,765       35       0       2,918       117,146       120,064  

Commercial real estate:

                                                       

Real estate rental and leasing

    3,489       9,114       0       0       12,603       179,899       192,502  

Other

    4,451       5,253       0       0       9,704       147,989       157,693  

Consumer

    0       842       69       65       976       68,973       69,949  

Commercial business

    5,710       2,516       0       0       8,226       56,001       64,227  
    $ 14,768       19,490       104       65       34,427       570,008       604,435  
                                                         

 

Classified loans represent special mention, substandard (performing and non-performing), and non-performing loans categorized as doubtful and loss. Loans classified as special mention are loans that have potential weaknesses that, if left uncorrected, may result in deterioration of the repayment prospects for the asset or in the Bank’s credit position at some future date. Loans classified as substandard are loans that are generally inadequately protected by the current net worth and paying capacity of the obligor, or by the collateral pledged, if any. Loans classified as substandard have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. Substandard loans are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected. Loans classified as doubtful have the weaknesses of those classified as substandard, with additional characteristics that make collection in full on the basis of currently existing facts, conditions and values questionable, and there is a high possibility of loss. A loan classified as loss is essentially uncollateralized and/or considered uncollectible and of such little value that continuance as an asset on the balance sheet may not be warranted. Loans classified as substandard or doubtful require the Bank to perform an analysis of the individual loan and charge off any loans, or portion thereof, that are deemed uncollectible.

 

The aging of past due loans at December 31, 2020 and 2019 is summarized as follows:

 

(Dollars in thousands)

 

30-59

Days

Past Due

   

60-89

Days

Past Due

   

90 Days

or More

Past Due

   

Total

Past Due

   

Current

Loans

   

Total

Loans

   

Loans 90 Days or More Past Due and Still Accruing

 

2020

                                                       

Single family

  $ 626       38       298       962       134,061       135,023       0  

Commercial real estate:

                                                       

Real estate rental and leasing

    0       0       0       0       202,400       202,400       0  

Other

    0       0       0       0       178,304       178,304       0  

Consumer

    458       66       279       803       54,588       55,391       0  

Commercial business

    0       0       0       0       82,673       82,673       0  
    $ 1,084       104       577       1,765       652,026       653,791       0  
2019                                                        

Single family

  $ 786       77       59       922       119,142       120,064       0  

Commercial real estate:

                                                       

Real estate rental and leasing

    0       0       0       0       192,502       192,502       0  

Other

    0       0       0       0       157,693       157,693       0  

Consumer

    527       31       206       764       69,185       69,949       0  

Commercial business

    147       13       550       710       63,517       64,227          
    $ 1,460       121       815       2,396       602,039       604,435       0  
                                                         

 

Impaired loans include loans that are non-performing (non-accruing) and loans that have been modified in a TDR.

 

37

 

The following table summarizes impaired loans and related allowances for the years ended December 31, 2020 and 2019:

 

   

December 31, 2020

 

(Dollars in thousands)

 

Recorded Investment

   

Unpaid

Principal

Balance

   

Related

Allowance

   

Average

Recorded Investment

   

Interest

Income Recognized

 

Loans with no related allowance recorded:

                                       

Single family

  $ 740       759       0       616       34  

Commercial real estate:

                                       

Real estate rental and leasing

    932       1,582       0       580       33  

Other

    211       211       0       314       2  

Consumer

    574       574       0       626       10  

Commercial business

    0       0       0       2       0  
                                         

Loans with an allowance recorded:

                                       

Single family

    117       117       29       242       0  

Commercial real estate:

                                       

Real estate rental and leasing

    166       166       5       175       0  

Other

    175       175       90       425       10  

Consumer

    176       176       100       170       6  

Commercial business

    35       586       14       200       2  
                                         

Total:

                                       

Single family

    857       876       29       858       34  

Commercial real estate:

                                       

Real estate rental and leasing

    1,098       1,748       5       755       33  

Other

    386       386       90       739       12  

Consumer

    750       750       100       796       16  

Commercial business

    35       586       14       202       2  
    $ 3,126       4,346       238       3,350       97  
                                         

 

    December 31, 2019  
(Dollars in thousands)   Recorded Investment    

Unpaid

Principal

Balance

   

Related

Allowance

   

Average

Recorded Investment

   

Interest

Income

Recognized

 

Loans with no related allowance recorded:

                                       

Single family

  $ 544       563       0       508       33  

Commercial real estate:

                                       

Other

    0       0       0       10       0  

Consumer

    781       781       0       580       26  
                                         

Loans with an allowance recorded:

                                       

Single family

    430       430       62       633       3  

Commercial real estate:

                                       

Real estate rental and leasing

    184       184       16       193       0  

Other

    982       982       435       1,048       71  

Consumer

    195       195       119       231       14  

Commercial business

    735       1,287       93       476       24  
                                         

Total:

                                       

Single family

    974       993       62       1,141       36  

Commercial real estate:

                                       

Real estate rental and leasing

    184       184       16       193       0  

Other

    982       982       435       1,058       71  

Consumer

    976       976       119       811       40  

Commercial business

    735       1,287       93       476       24  
    $ 3,851       4,422       725       3,679       171  
                                         

 

38

 

At December 31, 2020, 2019 and 2018, non-accruing loans totaled $2.7 million, $2.1 million and $2.7 million, respectively, for which the related allowance for loan losses was $0.2 million, $0.2 million and $0.7 million, respectively. Non-accruing loans for which no specific allowance has been recorded because management determined that the value of the collateral was sufficient to repay the loan totaled $2.1 million, $0.8 million and $0.4 million at December 31, 2020, 2019 and 2018, respectively. Had the non-accruing loans performed in accordance with their original terms, the Company would have recorded gross interest income on the loans of $0.2 million, $0.2 million and $0.3 million in 2020, 2019 and 2018, respectively. For each of the years ended December 31, 2020, 2019 and 2018, the Company recognized interest income on these loans of $0.1 million. All of the interest income that was recognized for non-accruing loans was recognized using the cash basis method of income recognition. Non-accrual loans also include some of the loans that have had terms modified in a TDR.

 

The following table summarizes non-accrual loans at December 31, 2020 and 2019:

 

(Dollars in thousands)

 

2020

   

2019

 

Single family

  $ 502       617  

Commercial real estate:

               

Real estate rental and leasing

    1,098       184  

Other

    386       0  

Consumer

    689       659  

Commercial business

    9       621  
    $ 2,684       2,081  
                 

 

Included in loans receivable, net, are certain loans that have been modified in order to maximize collection of loan balances. If the Company, for legal or economic reasons related to the borrower’s financial difficulties, grants a concession compared to the original terms and conditions of the loan, the modified loan is considered a TDR.

 

At December 31, 2020, 2019 and 2018, there were loans included in loans receivable, net, with terms that had been modified in a TDR totaling $1.5 million, $2.5 million and $2.5 million, respectively. Had these loans been performing in accordance with their original terms throughout 2020, 2019 and 2018, the Company would have recorded gross interest income of $0.1 million, $0.2 million and $0.3 million, respectively. During 2020 the amount of interest income received on these loans was not material. During 2019 and 2018, the Company recognized interest income of $0.1 million and $0.2 million, respectively, on these loans. For the loans that were modified in 2020, none were classified and performing and $0.3 million were non-performing at December 31, 2020.

 

The following table summarizes TDRs at December 31, 2020 and 2019:

 

(Dollars in thousands)

 

2020

   

2019

 

Single family

  $ 612       623  

Commercial real estate:

               

Other

    211       983  

Consumer

    630       745  

Commercial business

    25       114  
    $ 1,478       2,465  
                 

 

As of December 31, 2020, the Bank had commitments to lend an additional $1.1 million to a borrower who has a TDR and non-accrual loans. These additional funds are for the construction of single family homes with a maximum loan-to-value ratio of 75%. These loans are secured by the homes under construction. There were commitments to lend additional funds of $0.8 million to this same borrower at December 31, 2019.

 

TDR concessions can include reduction of interest rates, extension of maturity dates, forgiveness of principal and/or interest due, or acceptance of real estate or other assets in full or partial satisfaction of the debt. Loan modifications are not reported as TDRs after 12 months if the loan was modified at a market rate of interest for comparable risk loans, and the loan is performing in accordance with the terms of the restructured agreement. All loans classified as TDRs are considered to be impaired.

 

39

 

When a loan is modified as a TDR, there may be a direct, material impact on the loans within the Consolidated Balance Sheets, as principal balances may be partially forgiven. The financial effects of TDRs are presented in the following table and represent the difference between the outstanding recorded balance pre-modification and post-modification, for the periods ended December 31, 2020 and 2019:

 

   

Year ended December 31, 2020

   

Year ended December 31, 2019

 

(Dollars in thousands)

 

Number of Contracts

   

Pre-modification Outstanding Recorded Investment

   

Post-modification Outstanding Recorded Investment

   

Number of Contracts

   

Pre-modification Outstanding Recorded Investment

   

Post-modification Outstanding Recorded Investment

 

Troubled debt restructurings:

                                               

Single family

    1     $ 94       101       4     $ 215       220  

Commercial real estate:

                                               

Other

    2       293       293       0       0       0  

Consumer

    0       0       0       10       371       371  

Total

    3     $ 387       394       14     $ 586       591  
                                                 

 

There were no loans that were restructured during the years ended December 31, 2020 and 2019 that subsequently defaulted during 2020 and 2019, respectively.

 

The Company considers a loan to have defaulted when it becomes 90 or more days past due under the modified terms, when it is placed in non-accrual status, when it becomes other real estate owned, or when it becomes non-compliant with some other material requirement of the modification agreement.

 

Loans that were non-accrual prior to modification remain non-accrual for at least six months following modification. Non-accrual TDR loans that have performed according to the modified terms for six months may be returned to accruing status. Loans that were accruing prior to modification may remain on accrual status after the modification as long as the loan continues to perform under the new terms.

 

TDRs are reviewed for impairment following the same methodology as other impaired loans. For loans that are collateral dependent, the value of the collateral is reviewed and additional reserves may be added as needed. Loans that are not collateral dependent may have additional reserves established if deemed necessary. The allocated reserves for TDRs were $0.1 million, or 0.9%, of the total $10.7 million in allowance for loan losses at December 31, 2020, and $0.6 million, or 7.2%, of the total $8.6 million in allowance for loan losses at December 31, 2019.

 

The CARES Act was signed into law on March 27, 2020 and the Bank’s regulators issued the Interagency Statement on Loan Modification and Reporting for Financial Institutions Working with Customers Affected by the Coronavirus on April 7, 2020. In accordance with the regulatory guidance, the Bank offered loan payment accommodations to certain customers who were negatively impacted by the COVID-19 pandemic by deferring the loan payments for up to six months on their outstanding loans with the Bank. At June 30, 2020 the Bank had $119.1 million of loans to borrowers who had their payments deferred. At December 31, 2020 those deferral periods had expired and the Bank had no loans to borrowers that had their loan payments deferred. Section 4013 of the CARES act temporarily allows the Bank to grant modifications of loans to borrowers that were impacted by the pandemic without classifying the modifications as TDR’s if the accommodation was granted prior to December 31, 2020. All of the borrowers whose loan deferral period ended during 2020 have resumed making their normal payments except for the $34.6 million of loans that were granted loan accommodations in accordance with Section 4013 of the CARES Act. These accommodations are in addition to the TDR’s that are disclosed above. The accommodations granted included $29.2 million of loans that are required to make interest only payments for periods up to one year and $5.4 million of loans that had their loan amortization period increased. Of the loans removed from the deferred list during the period, $8.1 million were downgraded, of which $2.3 million were classified but still accruing at December 31, 2020. The commercial credit area continues to communicate regularly with the borrowers that have been granted loan accommodations and monitors their activity closely. This information is used to analyze the performance of these loans and to anticipate potential issues that these loans may develop so that risk ratings may be appropriately adjusted in a timely manner. It is anticipated that some borrowers that have been granted accommodations will be in a position to resume making their regular loan payments at the end of the current accommodation period. Other borrowers, particularly in the hospitality and restaurant industries, may need additional accommodations when the current accommodation period ends as their operations may need more time to recover from the impacts of the pandemic.

 

40

 

 

NOTE 7 Accrued Interest Receivable

Accrued interest receivable at December 31 is summarized as follows:

 

(Dollars in thousands)

 

2020

   

2019

 

Securities available for sale

  $ 392       378  

Loans receivable

    2,710       1,873  
    $ 3,102       2,251  
                 

 

 

NOTE 8 Intangible Assets

The Company’s intangible assets consist of core deposit intangibles, goodwill and mortgage servicing rights. A summary of mortgage servicing rights activity for 2020 and 2019 is as follows:

 

(Dollars in thousands)

 

2020

   

2019

 

Mortgage servicing rights, net:

               

   Balance, beginning of year

  $ 2,172       1,855  

   Originations

    2,189       1,097  

   Amortization

    (1,318 )     (780 )

   Balance, end of year

    3,043       2,172  

   Fair value of mortgage servicing rights

  $ 3,378       3,390  
                 

 

All of the single family loans sold where the Company continues to service the loans are serviced for FNMA under the individual loan sale program. The following is a summary of the risk characteristics of the loans being serviced for FNMA at December 31, 2020:

 

 

(Dollars in thousands)

 

Loan

Principal

Balance

   

Weighted

Average

Interest Rate

   

Weighted Average Remaining Term (months)

   

Number of

Loans

 

Original term:

                               

   30 year fixed rate

  $ 393,956       3.65

%

    312       2,629  

   15 year fixed rate

    123,442       2.97       142       1,102  
                                 

 

The gross carrying amount of intangible assets and the associated accumulated amortization at December 31, 2020 and 2019 are presented in the following table. Amortization expense for intangible assets was $1.4 million, $0.9 million and $0.7 million for the years ended December 31, 2020, 2019 and 2018, respectively.

 

   

Gross

           

Unamortized

 
   

Carrying

   

Accumulated

   

Intangible

 

(Dollars in thousands)

 

Amount

   

Amortization

   

Assets

 

December 31, 2020

                       

Mortgage servicing rights

  $ 5,691       (2,648 )     3,043  

Core deposit intangibles

    574       (517 )     57  

Goodwill

    802       0       802  

Total

  $ 7,067       (3,165 )     3,902  
                         

December 31, 2019

                       

Mortgage servicing rights

  $ 4,968       (2,796 )     2,172  

Core deposit intangibles

    574       (418 )     156  

Goodwill

    802       0       802  

Total

  $ 6,344       (3,214 )     3,130  
                         

 

41

 

The following table indicates the estimated future amortization expense for amortizing intangible assets:

 

(Dollars in thousands)

 

Mortgage

Servicing

Rights

   

Core

Deposit

Intangible

   

Total

Amortizing
Intangible

Assets

 

Year ended December 31,

                       

2021

  $ 639       47       686  

2022

    588       10       598  

2023

    539       0       539  

2024

    486       0       486  

2025

    392       0       392  

Thereafter

    399       0       399  
    $ 3,043       57       3,100  
                         

 

No amortization expense relating to goodwill is recorded as generally accepted accounting principles do not allow goodwill to be amortized, but require that it be tested for impairment at least annually, or sooner, if there are indications that impairment may exist. The Company’s stock was trading at a price below its book value at December 31, 2020 and therefore, goodwill was analyzed for impairment. Based on this analysis, the Company determined that goodwill was not permanently impaired and no write down was required at December 31, 2020.

 

Projections of amortization are based on asset balances and the interest rate environment that existed at December 31, 2020. The Company’s actual experience may be significantly different depending upon changes in mortgage interest rates and other market conditions.

 

 

NOTE 9 Premises and Equipment

A summary of premises and equipment at December 31, 2020 and 2019 is as follows:

 

(Dollars in thousands)

 

2020

   

2019

 

Land

  $ 2,615       2,615  

Office buildings and improvements

    12,074       11,946  

Furniture and equipment

    12,497       12,954  
      27,186       27,515  

Accumulated depreciation

    (17,053 )     (17,000 )
    $ 10,133       10,515  
                 

 

 

NOTE 10 Leases

The Company accounts for its leases in accordance with ASU 2016-02, Leases (Topic 842) and as of December 31, 2020 a $3.2 million operating lease right-of-use asset and an offsetting lease payment obligation liability were recorded on the consolidated balance sheet in other assets and other liabilities, respectively.

 

Operating lease right-of-use assets represent our right to use an underlying asset during the lease term and operating lease liabilities represent our obligation to make lease payments arising from the lease. Right-of-use assets and operating lease liabilities are recognized at lease commencement based on the present value of the remaining lease payments using a discount rate that represents the Company’s incremental borrowing rate at the lease commencement date. Because the Company only has operating leases and the right-of-use asset is offset by a lease payment obligation liability, the lease payments are the only amount that is recorded in occupancy expense in the consolidated statements of comprehensive income.

 

The Company’s leases relate to office space and Bank branches with remaining lease terms between 20 and 52 months. Certain leases contain extension options which typically range from 3 to 10 years. Because these extension options are not considered reasonably certain of exercise, they are not included in the lease term.

 

42

 

The table below summarizes our net lease cost for the years ended December 31, 2020 and 2019.

 

(Dollars in thousands)

 

2020

   

2019

 

Operating lease cost

  $ 892       889  
                 

 

The table below summarizes other information related to our operating leases for the years ended December 31, 2020 and 2019.

 

(Dollars in thousands)

 

2020

   

2019

 

Cash paid for amounts included in the measurement of lease liabilities:

               

Operating cash flows from operating leases

  $ 892       889  

Weighted-average remaining lease term – operating leases, in years

    3.8       4.7  

Weighted-average discount rate – operating leases

    2.19

%

    2.19

%

                 

 

The table below summarizes the maturity of remaining lease liabilities:

 

(Dollars in thousands)

 

December 31, 2020

 

2021

  $ 896  

2022

    932  

2023

    807  

2024

    729  

2025

    15  

2026 and thereafter

    0  

Total lease payments

    3,379  

Less: Interest

    (140 )

Present value of lease liabilities

  $ 3,239  
         

 

 

NOTE 11 Deposits

Deposits and their weighted average interest rates at December 31, 2020 and 2019 are summarized as follows:

 

   

2020

   

2019

 

(Dollars in thousands)

 

Weighted

Average

Rate

   

Amount

   

Percent

of Total

   

Weighted

Average

Rate

   

Amount

   

Percent

of Total

 

Noninterest checking

    0.00

%

  $ 239,587       30.1

%

    0.00

%

  $ 183,350       27.2

%

Interest checking

    0.12       138,709       17.4       0.13       96,341       14.3  

Savings accounts

    0.06       100,209       12.6       0.08       80,054       11.9  

Money market accounts

    0.25       214,300       27.0       0.65       187,517       27.8  
              692,805       87.1               547,262       81.2  

Certificates by rate:

                                               
0-0.99%             56,001       7.0               22,499       3.3  
1-1.99%             20,613       2.6               38,097       5.7  
2-2.99%             21,973       2.8               61,936       9.2  
3-3.99%             3,812       0.5               4,076       0.6  

Total certificates

    1.14       102,399       12.9       1.84       126,608       18.8  

Total deposits

    0.25     $ 795,204       100.0

%

    0.56     $ 673,870       100.0

%

                                                 

 

At December 31, 2020 and 2019, the Company had $269.3 million and $215.8 million, respectively, of deposit accounts with balances of $250,000 or more. At December 31, 2020 and 2019, the Company had no certificate accounts that had been acquired through a broker.

 

43

 

Certificates had the following maturities at December 31, 2020 and 2019:

 

   

2020

   

2019

 

(Dollars in thousands)

 

 

Amount

   

Weighted

Average

Rate

   

 

Amount

   

Weighted

Average

Rate

 

Remaining term to maturity

                               

1-6 months

  $ 37,165       1.24

%

  $ 43,447       1.88

%

7-12 months

    39,063       0.97       39,074       1.63  

13-36 months

    23,604       1.25       41,753       2.00  

Over 36 months

    2,567       1.21       2,334       1.71  
    $ 102,399       1.14     $ 126,608       1.84  
                                 

 

At December 31, 2020 and 2019, the Company had pledged mortgage loans and mortgage-backed and related securities with an amortized cost of approximately $29.8 million and $14.9 million, respectively, as collateral for certain deposits.

 

Interest expense on deposits is summarized as follows for the years ended December 31, 2020, 2019 and 2018:

 

(Dollars in thousands)

 

2020

   

2019

   

2018

 

Checking accounts

  $ 151       103       62  

Savings accounts

    65       63       61  

Money market accounts

    840       1,171       865  

Certificates

    1,795       1,995       1,243  
    $ 2,851       3,332       2,231  
                         

 

 

NOTE 12 Federal Home Loan Bank (FHLB) Advances and Other Borrowings

The Bank had no outstanding advances from the FHLB or other borrowings as of December 31, 2020 or December 31, 2019. At December 31, 2020 the Bank had collateral pledged to the FHLB consisting of FHLB stock, mortgage loans, and investments with a borrowing capacity of approximately $168.3 million, subject to a requirement to purchase FHLB stock. The Bank also had the ability to borrow $60.4 million from the Federal Reserve Bank of Minneapolis, based upon the loans that were pledged to them as of December 31, 2020, subject to approval from the Board of Governors of the Federal Reserve System (FRB).

 

At December 31, 2019 the Bank had collateral pledged to the FHLB consisting of FHLB stock, mortgage loans, and investments with a borrowing capacity of approximately $181.2 million, subject to a requirement to purchase FHLB stock. The Bank also had the ability to borrow $65.3 million from the Federal Reserve Bank of Minneapolis, based upon the loans that were pledged to them as of December 31, 2019, subject to approval from the FRB.

 

 

NOTE 13 Income Taxes

Income tax expense for the years ended December 31, 2020, 2019 and 2018 is as follows:

 

(Dollars in thousands)

 

2020

   

2019

   

2018

 

Current:

                       

Federal

  $ 3,418       2,141       1,690  

State

    1,452       687       115  

Total current

    4,870       2,828       1,805  

Deferred:

                       

Federal

    (589 )     256       234  

State

    (213 )     240       849  

Total deferred

    (802 )     496       1,083  

Income tax expense

  $ 4,068       3,324       2,888  
                         

 

44

 

The reasons for the difference between the expected income tax expense utilizing the federal corporate tax rate of 21% and the actual income tax expense are as follows:

 

(Dollars in thousands)

 

2020

   

2019

   

2018

 

Expected federal income tax expense

  $ 3,019       2,334       2,336  

Items affecting federal income tax:

                       

State income taxes, net of federal income tax deduction

    1,025       852       559  

Other, net

    24       138       (7 )

Income tax expense

  $ 4,068       3,324       2,888  
                         

 

The tax effects of temporary differences that give rise to the deferred tax assets and deferred tax liabilities are as follows at December 31:

 

(Dollars in thousands)

 

2020

   

2019

 

Deferred tax assets:

               

Allowances for loan losses

  $ 3,010       2,394  

Deferred compensation costs

    141       158  

Deferred ESOP loan asset

    430       453  

Non-accruing loan interest

    134       78  

Other

    499       182  

Total gross deferred tax assets

    4,214       3,265  
                 

Deferred tax liabilities:

               

Deferred loan costs

    119       344  

Premises and equipment basis difference

    549       526  

Originated mortgage servicing rights

    856       607  

Net unrealized gain on securities available for sale

    496       18  

Other

    167       68  

Total gross deferred tax liabilities

    2,187       1,563  

Net deferred tax assets

  $ 2,027       1,702  
                 

 

The Company has no federal and $0.4 million of state net operating loss carryforwards at December 31, 2020.

 

Retained earnings at December 31, 2020 included approximately $8.8 million for which no provision for income taxes was made. This amount represents allocations of income to bad debt deductions for tax purposes. Reduction of amounts so allocated for purposes other than absorbing losses will create income for tax purposes, which will be subject to the then-current corporate income tax rate.

 

The Company considers the determination of the deferred tax asset amount and the need for any valuation reserve to be a critical accounting policy that requires significant judgment. The Company has, in its judgment, made reasonable assumptions and considered both positive and negative evidence relating to the ultimate realization of deferred tax assets. Positive evidence includes the cumulative net income generated over the prior three year period and the probability that taxable income will be generated in future periods. The Company could not currently identify any negative evidence. Based upon this evaluation, the Company determined that no valuation allowance was required with respect to the net deferred tax assets at December 31, 2020 and 2019.

 

45

 

 

NOTE 14 Employee Benefits

The Company participates in the Pentegra Defined Benefit Plan for Financial Institutions (Pentegra DB Plan), a noncontributory multi-employer defined benefit pension plan covering Bank employees who were hired prior to 2002 that met minimum service requirements. Effective September 1, 2002, this plan was frozen and closed to new participants but employees that were already in the plan at the time it was frozen continue to accrue benefits. The Pentegra DB Plan’s Employer Identification Number is 13-5645888 and the Plan number is 333. There are no collective bargaining agreements that require contributions to the Pentegra DB Plan, and there is no funding improvement or rehabilitation plan as part of the Pentegra DB Plan. The Company’s policy is to fund accrued pension costs and the employer contributions paid and expensed for the years ended December 31, 2020, 2019 and 2018 were $0.3 million, $0.3 million and $0.1 million, respectively. The Company’s contributions to the Pentegra DB Plan were not more than 5% of total contributions to the Plan. Funded status (market value of plan assets divided by the funding target) as of July 1 for the 2020, 2019 and 2018 plan years were 85.26%, 87.67% and 89.86%, respectively.

  

The Company has a qualified, tax-exempt savings plan with a deferred feature qualifying under Section 401(k) of the Internal Revenue Code (the 401(k) Plan). All employees who have attained 18 years of age are eligible to participate in the 401(k) Plan. Participants are permitted to make contributions to the 401(k) Plan equal to the lesser of 50% of their annual salary or the maximum allowed by law, which was $19,500 for 2020, $19,000 for 2019 and $18,500 for 2018, with additional “catch up” contributions allowed for employees over 50 years of age. The Company matches 25% of each participant’s contributions up to a maximum of 8% of their annual salary. Participant contributions and earnings are fully and immediately vested. The Company’s contributions are vested on a three year cliff basis, are expensed annually, and were $0.2 million in 2020, 2019 and 2018.

 

The Company has adopted an Employee Stock Ownership Plan (the ESOP) that meets the requirements of Section 4975(e)(7) of the Internal Revenue Code and Section 407(d)(6) of ERISA and, as such, the ESOP is empowered to borrow in order to finance purchases of the common stock of HMN. The ESOP borrowed $6.1 million from the Company to purchase 912,866 shares of common stock in the initial public offering of HMN in 1994. As a result of a merger with Marshalltown Financial Corporation (MFC), the ESOP borrowed $1.5 million in 1998 to purchase an additional 76,933 shares of HMN common stock to account for the additional employees and to avoid dilution of the benefit provided by the ESOP. The ESOP debt requires quarterly payments of principal plus interest at 7.52%. The Company has committed to make quarterly contributions to the ESOP necessary to repay the loans including interest. The Company contributed $0.5 million in 2020, 2019 and 2018.

 

As the debt is repaid, ESOP shares that were pledged as collateral for the debt are released from collateral based on the proportion of debt service paid in the year and then allocated to eligible employees. The Company accounts for its ESOP in accordance with ASU 718, Employers' Accounting for Employee Stock Ownership Plans. Accordingly, the shares pledged as collateral are reported as unearned ESOP shares in stockholders' equity. As shares are determined to be ratably released from collateral, the Company reports compensation expense equal to the current market price of the shares and the shares become outstanding for earnings per common share computations. ESOP compensation expense was $0.4 million for 2020, and $0.5 million for 2019 and 2018.

 

All employees of the Bank are eligible to participate in the ESOP after they attain age 18 and complete one year of service during which they worked at least 1,000 hours. A summary of the ESOP share allocation is as follows for the years ended December 31:

 

   

2020

   

2019

   

2018

 

Shares held by participants beginning of the year

    346,097       340,237       357,135  

Shares allocated to participants

    24,377       24,317       24,317  

Shares distributed to participants

    (10,631 )     (18,457 )     (41,215 )

Shares held by participants end of year

    359,843       346,097       340,237  
                         

Unreleased shares beginning of the year

    206,795       231,112       255,429  

Shares released during year

    (24,377 )     (24,317 )     (24,317 )

Unreleased shares end of year

    182,418       206,795       231,112  

Total ESOP shares end of year

    542,261       552,892       571,349  

Fair value of unreleased shares at December 31

  $ 3,137,590       4,344,763       4,534,417  
                         

 

In April 2009 the HMN Financial, Inc. 2009 Equity and Incentive Plan (2009 Plan) was adopted by the Company. In April 2017, the 2009 Plan was superseded by the HMN Financial, Inc. 2017 Equity Incentive Plan (2017 Plan) and options or restricted shares were no longer awarded from the 2009 Plan. As of December 31, 2020 there were 34,229 vested options outstanding under the 2009 Plan. These options expire 10 years from the date of grant, have an average exercise price of $11.21 and had a grant date fair value of $4.04. All restricted stock awards previously granted under the 2009 Plan have vested as of December 31, 2020.

 

46

 

The purpose of the 2017 Plan is to attract and retain the best available personnel for positions of responsibility with the Company, to provide additional incentives to them and align their interests with those of the Company’s stockholders, and to thereby promote the Company’s long-term business success. 375,000 shares of HMN common stock were initially available for distribution under the 2017 Plan in either restricted stock or options, subject to adjustment for future stock splits, stock dividends and similar changes to the capitalization of the Company. Additionally, shares of restricted stock that are awarded are counted as 1.5 shares for purposes of determining the total shares available for issuance under the 2017 Plan. As of December 31, 2020, there were no options outstanding under the 2017 Plan. There were 21,484 shares of restricted stock previously granted to employees and directors under the 2017 Plan that remained unvested at December 31, 2020.

 

A summary of activities under all plans for the past three years is as follows:

 

                                   

Unvested options

         
   

Shares Available For Grant

   

Unvested

Restricted Shares

Outstanding

   

Options Outstanding

   

Award Value/ Weighted Average Exercise Price

   

Number

   

Weighted Average Grant Date Fair Value

   

Vesting Period
(in years)

 

2009 Plan

                                                       

December 31, 2017

    0       14,881       49,229     $ 9.25       22,820     $ 4.04          

Options Exercised

    0       0       (15,000 )                                

Vested

    0       (7,541 )     0               (11,410 )                

December 31, 2018

    0       7,340       34,229     $ 11.21       11,410     $ 4.04          

Vested

    0       (4,238 )     0               (11,410 )                

December 31, 2019

    0       3,102       34,229     $ 11.21       0                  

Vested

    0       (3,102 )     0               0                  

December 31, 2020

    0       0       34,229     $ 11.21       0                  
                                                         

2017 Plan

                                                       

December 31, 2017

    415,292       2,280       0       N/A       0                  

Granted January 23, 2018

    (10,044 )     6,696       0                               3  

Granted April 24, 2018

    (792 )     528       0                               1  

Vested

    0       (2,280 )     0               0                  

December 31, 2018

    404,456       7,224       0       N/A       0                  

Granted January 22, 2019

    (12,971 )     8,647       0                               3  

Granted April 23, 2019

    (2,514 )     1,676       0                               1  

Vested

    0       (2,760 )     0               0                  

December 31, 2019

    388,971       14,787       0       N/A       0                  

Granted January 28, 2020

    (10,650 )     7,100       0                               3  

Granted April 23, 2020

    (9,000 )     6,000       0                               2  

Granted April 28, 2020

    (3,579 )     2,386       0                               1  

Vested

    0       (8,789 )     0               0                  

December 31, 2020

    365,742       21,484       0       N/A       0                  
                                                         

Total all plans

    365,742       21,484       34,229     $ 11.21       0                  
                                                         

 

47

 

The following table summarizes information about stock options outstanding at December 31, 2020:

 

 

 

Date of Grant

 

Exercise

Price

   

Number

Outstanding

   

Weighted Average Remaining Contractual

Life in Years

   

Number

Exercisable

   

Number Unexercisable

 

January 26, 2016

  $ 11.21       34,229       5.1       34,229       0  
              34,229               34,229       0  

 

The Company will issue shares from treasury stock upon the exercise of the outstanding options.

 

In accordance with ASC 718, the Company recognizes compensation expense relating to stock options over the vesting period. The amount of the expense was determined under the fair value method. The fair value for each option grant is estimated on the date of the grant using the Black Scholes option valuation method. There were no options granted in 2020, 2019 or 2018.

 

 

NOTE 15 Earnings per Common Share

The following table reconciles the weighted average shares outstanding and net income for basic and diluted earnings per common share:

 

   

Year ended December 31,

 

(Dollars in thousands, except per share data)

 

2020

   

2019

   

2018

 

Weighted average number of common shares outstanding used in basic earnings per common share calculation

    4,623,237       4,610,469       4,368,289  
                         

Net dilutive effect of :

                       

Options and warrants

    10,148       16,018       423,818  

Restricted stock awards

    14,263       12,443       10,868  

Weighted average number of common shares outstanding adjusted for effect of dilutive securities

    4,647,648       4,638,930       4,802,975  
                         

Net income available to common shareholders

  $ 10,302       7,793       8,236  

Basic earnings per common share

  $ 2.23       1.69       1.89  

Diluted earnings per common share

  $ 2.22       1.68       1.71  
                         

 

 

NOTE 16 Stockholders' Equity

The Company's certificate of incorporation authorizes the issuance of up to 500,000 shares of preferred stock, and on December 23, 2008, the Company completed the sale of 26,000 shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series A (Preferred Stock) to the United States Department of Treasury (Treasury). The Preferred Stock had a liquidation value of $1,000 per share and a related warrant was also issued to purchase 833,333 shares of HMN common stock at an exercise price of $4.68 per share (the Warrant). The transaction was part of the Treasury’s Capital Purchase Program under the Emergency Economic Stabilization Act of 2008.

 

On February 17, 2015, the Company redeemed the final 10,000 shares of outstanding Preferred Stock. On May 21, 2015, the Treasury sold the Warrant at an exercise price of $4.68 per share to three unaffiliated third party investors for an aggregate purchase price of $5.7 million. In 2018, all of the outstanding Warrants were either exercised by the Warrant holder or repurchased by the Company. These Warrant transactions resulted in the Company issuing an additional 319,651 shares of common stock from treasury shares for Warrants that were exercised and paying $6.5 million in cash to repurchase the remaining Warrants. As a result of these transactions, the Company no longer has any obligations under the Warrant.

 

On November 28, 2018, the Board of Directors announced a share repurchase program, pursuant to which the Company may purchase shares of its common stock for an aggregate purchase price not to exceed $6.0 million. The share repurchase program does not obligate the Company to purchase any shares and has no set expiration date. The Company repurchased 87,249 shares in the open market for $1.5 million in 2020. No shares were repurchased by the Company in 2019 or 2018 under the share repurchase program.   The Company did not pay any dividends on its common stock during 2020, 2019 or 2018.

 

48

 

In order to grant a priority to eligible accountholders in the event of future liquidation, the Bank, at the time of conversion to a stock savings bank, established a liquidation account equal to its regulatory capital as of September 30, 1993. In the event of future liquidation of the Bank, an eligible accountholder who continues to maintain their deposit account shall be entitled to receive a distribution from the liquidation account. The total amount of the liquidation account will decrease as the balance of eligible accountholders is reduced subsequent to the conversion, based on an annual determination of such balance.

 

 

NOTE 17 Regulatory Capital

The Company and the Bank are subject to the Basel III regulatory capital requirements. The Basel III requirements, among other things, (i) apply a set of capital requirements to the Bank (the Company is exempt, pursuant to the Small Bank Holding Company Policy Statement (Policy Statement) described below), including requirements relating to common equity as a component of core capital, (ii) implement a “capital conservation buffer” against risk and a higher minimum Tier 1 capital requirement, and (iii) set forth rules for calculating risk-weighted assets for purposes of such requirements. The rules made corresponding revisions to the prompt corrective action framework and include capital ratios and buffer requirements. 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 Company'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 its assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.

 

The FRB amended its Policy Statement to exempt small bank and savings and loan holding companies with assets less than $3 billion from the above capital requirements. The Company currently meets the qualitative exemption requirements, and therefore, is exempt from the above capital requirements.

 

Quantitative measures established by regulations to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the following table and defined in the regulation) of Common Equity Tier 1 capital to risk weighted assets, Tier 1 capital to adjusted total assets, Tier 1 capital to risk weighted assets, and total capital to risk weighted assets.

 

At December 31, 2020 and 2019, the Bank's capital amounts and ratios are presented for actual capital, required capital and excess capital including amounts and ratios in order to qualify as being well capitalized under the prompt corrective action regulations:

 

   

Actual

   

Required to be

Adequately Capitalized

   

Capital in Excess of

Minimum Requirements

   

To Be Well Capitalized Under Prompt Corrective Action Provisions

 

(Dollars in thousands)

 

Amount

   

Percent of Assets(1)

   

Amount

   

Percent of Assets(1)

   

Amount

   

Percent of Assets(1)

   

Amount

   

Percent of Assets(1)

 

December 31, 2020

                                                               

Common equity Tier 1 capital

  $ 89,473       13.62

%

  $ 29,571       4.50

%

  $ 59,902       9.12

%

  $ 42,714       6.50

%

Tier 1 leverage

    89,473       9.85       36,330       4.00       53,143       5.85       45,412       5.00  

Tier 1 risk-based capital

    89,473       13.62       39,428       6.00       50,045       7.62       52,571       8.00  

Total risk-based capital

    97,717       14.87       52,571       8.00       45,146       6.87       65,714       10.00  
                                                                 

December 31, 2019

                                                               

Common equity Tier 1 capital

  $ 83,525       13.21

%

  $ 28,458       4.50

%

  $ 55,067       8.71

%

  $ 41,106       6.50

%

Tier 1 leverage

    83,525       10.89       30,684       4.00       52,841       6.89       38,355       5.00  

Tier 1 risk-based capital

    83,525       13.21       37,944       6.00       45,581       7.21       50,591       8.00  

Total risk-based capital

    91,438       14.46       50,591       8.00       40,847       6.46       63,239       10.00  

(1) Based upon the Bank’s adjusted total assets for the purpose of the Tier 1 leverage capital ratio and risk-weighted assets for the purpose of the risk-based capital ratios.

 

The Bank must maintain a capital conservation buffer of 2.50% composed of common equity Tier 1 capital above its minimum risk-based capital requirements in order to avoid limitations on capital distributions, including dividend payments and certain discretionary bonus payments to executive officers. Management believes that, as of December 31, 2020, the Bank’s capital ratios were in excess of those quantitative capital ratio standards set forth under the current prompt corrective action regulations, including the capital conservation buffer described above. However, there can be no assurance that the Bank will continue to maintain such status in the future. The Office of the Comptroller of the Currency has extensive discretion in its supervisory and enforcement activities, and can adjust the requirement to be well-capitalized in the future. In addition, the Company must adhere to various U.S. Department of Housing and Urban Development (HUD) regulatory guidelines including required minimum capital and liquidity amounts to maintain their Federal Housing Administration approved status. Failure to comply with the HUD guidelines could result in withdrawal of this certification. As of December 31, 2020, the Company was in compliance with HUD guidelines.

 

49

 

 

NOTE 18 Commitments and Contingencies

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. These financial instruments include all commitments to extend credit. These commitments involve, to varying degrees, elements of credit and interest rate risk in excess of the amounts recognized in the balance sheet. The contract amounts of these instruments reflect the extent of involvement by the Company.

 

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 is represented by the contract amount of these commitments. The Company uses the same credit policies in making commitments as it does for on-balance sheet instruments.

 

   

Contract Amount
December 31,

 

(Dollars in thousands)

 

2020

   

2019

 

Financial instruments whose contract amount represents credit risk:

               

Commitments to originate, fund or purchase loans:

               

Single family

  $ 20,283       7,620  

Multi-family

    1,150       0  

Commercial real estate

    821       19,183  

Commercial business

    1,342       11,354  

Undisbursed balance of loans closed

    38,990       30,070  

Unused lines of credit

    113,435       107,767  

Letters of credit

    4,309       2,810  

Total commitments to extend credit

  $ 180,330       178,804  

Forward commitments

  $ 24,746       10,098  
                 

 

Commitments to extend credit are agreements to lend to a customer, at the customer’s request, 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 the payment of a fee. Since a portion of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Bank evaluates each customer's creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Bank upon extension of credit, is based on the loan type and on management's credit evaluation of the borrower. Collateral consists primarily of residential and commercial real estate and personal property. Forward commitments represent commitments to sell loans to a third party following the closing of the loan and are entered into in the normal course of business by the Bank.

 

The Bank issued standby letters of credit which guarantee the performance of customers to third parties. The standby letters of credit outstanding expire over the next 22 months and totaled $4.1 million at December 31, 2020 and $2.7 million at December 31, 2019. The letters of credit are collateralized primarily with commercial real estate mortgages. Draws on standby letters of credit would be initiated by the secured party under the terms of the underlying obligation. Since the conditions under which the Bank is required to fund the standby letters of credit may not materialize, the cash requirements are expected to be less than the total outstanding commitments.

 

50

 

The Company has certain obligations and commitments to make future payments under existing contracts. At December 31, 2020, the aggregate contractual obligations (excluding bank deposits) and commercial commitments were as follows:

 

   

Payments Due by Period

 

(Dollars in thousands)

 

Total

   

Less than 1 Year

   

1-3 Years

   

4-5 Years

   

More than 5 Years

 

Contractual Obligations:

                                       

Annual rental commitments under non-cancellable operating leases

  $ 3,379       896       1,739       744       0  

Total contractual obligations

  $ 3,379       896       1,739       744       0  

 

   

Amount of Commitments Expiring by Period

 

Other Commercial Commitments:

                                       

Commercial lines of credit

  $ 73,742       30,814       12,108       21,840       8,980  

Commitments to lend

    29,153       9,634       2,159       553       16,807  

Standby letters of credit

    4,309       4,234       75       0       0  

Total other commercial commitments

  $ 107,204       44,682       14,342       22,393       25,787  
                                         

 

From time to time, the Company is party to legal proceedings arising out of its lending and deposit operations. The Company is, and expects to become, engaged in foreclosure proceedings, collection actions, and other litigation as part of its normal banking activities. Among the various current litigation matters, the Company is involved in a bankruptcy litigation claim where the bankruptcy trustee is attempting to recover $1.9 million related to the principal and interest payments made to the Bank prior to the bankruptcy filing of a former customer of the Bank.

 

The Company examines each legal matter, and, in those situations where it determines that a particular legal matter presents loss contingencies that are both probable and reasonably estimable, establishes an appropriate accrual. In many situations, the Company is not able to estimate reasonably possible losses due to the preliminary nature of the legal matter, as well as a variety of other factors and uncertainties. For those legal matters where the Company is able to estimate a range of reasonably possible losses, management currently estimates that the aggregate range of losses from all of our outstanding litigation is from $0 to $0.9 million in excess of the amounts accrued, if any. This estimated aggregate range is based on an assessment of the information currently available to the Company and the actual aggregate losses could be higher. However, the Company does not believe these losses are probable to occur at this time. The Company reassesses all of its potential loss positions based on the available information each quarter and the estimated range of reasonably possible losses may change in the future. The Company typically vigorously pursues all available defenses related to litigation but may consider other alternatives, including settlement, in situations where there is an opportunity to resolve a legal matter on terms that are considered to be favorable to the Company when considering the continued expense and distraction of defending against any particular legal action.

 

Based on the Company’s current understanding of all of the outstanding legal matters, management does not believe that judgments or settlements arising from any pending or threatened litigation, individually or in the aggregate, would have a material adverse effect on the consolidated financial condition or results of operations. However, litigation is unpredictable and the actual results of litigation cannot be determined with any certainty. Therefore, the ultimate aggregate resolution of any, or all, of the current outstanding legal matters could have a material adverse effect on the Company’s results of operations in the future.

 

 

NOTE 19 Derivative Instruments and Hedging Activities

The Company originates single family residential loans for sale into the secondary market and enters into commitments to sell those loans in order to mitigate the interest rate risk associated with holding the loans until they are sold. The Company accounts for its commitments in accordance with ASC 815, Accounting for Derivative Instruments and Hedging Activities.

 

The Company had commitments outstanding to extend credit to future borrowers that had not closed prior to the end of the year, which is referred to as its mortgage pipeline. As commitments to originate loans enter the mortgage pipeline, the Company generally enters into commitments to sell the loans into the secondary market. The commitments to originate and sell loans are derivatives that are recorded at fair value. The marking of these derivatives to fair value for the periods ended December 31, 2020 and 2019 did not have a material impact on the Company’s consolidated financial statements.

 

51

 

As of December 31, 2020 and 2019, the current commitments to sell loans held for sale are derivatives that do not qualify for hedge accounting. The loans held for sale that are not hedged are recorded at the lower of cost or market. The marking of these loans for the periods ended December 31, 2020 and 2019 did not have a material impact on the Company’s consolidated financial statements.

 

 

NOTE 20 Fair Value Measurement

ASC 820, Fair Value Measurements, establishes a framework for measuring the fair value of assets and liabilities using a hierarchy system consisting of three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. These levels are:

 

Level 1 - Valuation is based upon quoted prices for identical instruments traded in active markets that the Company has the ability to access.

 

Level 2 - Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which significant assumptions are observable in the market.

 

Level 3 - Valuation is generated from model-based techniques that use significant assumptions not observable in the market and are used only to the extent that observable inputs are not available. These unobservable assumptions reflect our own estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include use of option pricing models, discounted cash flow models and similar techniques.

 

The following table summarizes the assets of the Company for which fair values are determined on a recurring basis as of December 31, 2020 and 2019.

 

   

Carrying Value at December 31, 2020

 

 

(Dollars in thousands)

 

Total

   

Level 1

   

Level 2

   

Level 3

 

Securities available for sale

  $ 148,090       0       148,090       0  

Equity securities

    149       0       149       0  

Mortgage loan commitments

    261       0       261       0  

Total

  $ 148,500       0       148,500       0  
                                 

 

   

Carrying Value at December 31, 2019

 

(Dollars in thousands)

 

Total

   

Level 1

   

Level 2

   

Level 3

 

Securities available for sale

  $ 107,592       0       107,592       0  

Equity securities

    167       0       167       0  

Mortgage loan commitments

    14       0       14       0  

Total

  $ 107,773       0       107,773       0  
                                 

 

The Company may also be required, from time to time, to measure certain other financial assets at fair value on a nonrecurring basis in accordance with generally accepted accounting principles. These adjustments to fair value usually result from the application of the lower-of-cost-or-market accounting or write downs of individual assets. For assets measured at fair value on a nonrecurring basis in 2020 and 2019 that were still held at December 31, the following table provides the level of valuation assumptions used to determine each adjustment and the carrying value of the related individual assets or portfolios at December 31, 2020 and 2019.

 

52

 

   

Carrying Value at December 31, 2020

         

 

 

(Dollars in thousands)

 

Total

   

Level 1

   

Level 2

   

Level 3

   

Year Ended

December 31, 2020

Total Gains (Losses)

 

Loans held for sale

  $ 6,186       0       6,186       0       28  

Mortgage servicing rights, net

    3,043       0       3,043       0       0  

Impaired loans

    2,888       0       2,888       0       (76 )

Real estate, net

    636       0       636       0       0  

Total

  $ 12,753       0       12,753       0       (48 )
                                         

 

   

Carrying Value at December 31, 2019

         

 

 

(Dollars in thousands)

 

Total

   

Level 1

   

Level 2

   

Level 3

   

Year Ended

December 31, 2019

Total (Losses)

 

Loans held for sale

  $ 3,606       0       3,606       0       (40 )

Mortgage servicing rights, net

    2,172       0       2,172       0       0  

Impaired loans

    3,126       0       3,126       0       (28 )

Real estate, net

    580       0       580       0       0  

Total

  $ 9,484       0       9,484       0       (68 )
                                         

 

 

NOTE 21 Fair Value of Financial Instruments

ASC 825, Disclosures about Fair Values of Financial Instruments, requires disclosure of the estimated fair values of the Company's financial instruments, including assets, liabilities and off-balance sheet items for which it is practicable to estimate fair value. The fair value estimates are made as of December 31, 2020 and 2019 based upon relevant market information, if available, and upon the characteristics of the financial instruments themselves. Because no market exists for a significant portion of the Company's financial instruments, fair value estimates are based upon judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments and other factors. The estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

 

Fair value estimates are based only on existing financial instruments without attempting to estimate the value of anticipated future business or the value of assets and liabilities that are not considered financial instruments. In addition, the tax ramifications related to the realization of the unrealized gains and losses can have a significant effect on the fair value estimates and have not been considered in any of the estimates.

 

53

 

The estimated fair value of the Company's financial instruments is shown below. Following the table, there is an explanation of the methods and assumptions used to estimate the fair value of each class of financial instruments.

 

   

December 31, 2020

   

December 31, 2019

 
                   

Fair Value Hierarchy

                               

(Dollars in thousands)

 

Carrying

Amount

   

Estimated

Fair Value

   

Level 1

   

Level 2

   

Level 3

 

Contract

Amount

   

Carrying

Amount

   

Estimated

Fair Value

   

Contract

Amount

 

Financial assets:

                                                                   

Cash and cash equivalents

  $ 86,269       86,269       86,269                           44,399       44,399          

Securities available for sale

    148,090       148,090               148,090                   107,592       107,592          

Equity securities

    149       149               149                   167       167          

Loans held for sale

    6,186       6,186               6,186                   3,606       3,606          

Loans receivable, net

    642,630       648,275               648,275                   596,392       600,863          

FHLB stock

    932       932               932                   854       854          

Accrued interest receivable

    3,102       3,102               3,102                   2,251       2,251          

Financial liabilities:

                                                                   

Deposits

    795,204       795,927               795,927                   673,870       673,945          

Accrued interest payable

    140       140               140                   420       420          

Off-balance sheet financial instruments:

                                                                   

Commitments to extend credit

    261       261                           180,330       14       14       178,804  

Commitments to sell loans

    (44 )     (44 )                         24,746       (16 )     (16 )     10,098  

 

Cash and Cash Equivalents

The carrying amount of cash and cash equivalents approximates their fair value.

 

Securities Available for Sale

The fair values of securities were based upon quoted market prices.

 

Equity Securities

The fair values of equity securities were based upon quoted market prices.

 

Loans Held for Sale

The fair values of loans held for sale were based upon quoted market prices for loans with similar interest rates and terms to maturity.

 

Loans Receivable

The fair value of the loan portfolio, with the exception of the adjustable rate portfolio, was calculated by discounting the scheduled cash flows through the estimated maturity using anticipated prepayment speeds and using discount rates that reflect the credit and interest rate risk inherent in each loan portfolio. The fair value of the adjustable loan portfolio was estimated by grouping the loans with similar characteristics and comparing the characteristics of each group to the prices quoted for similar types of loans in the secondary market. The fair value disclosures for both the fixed and adjustable rate portfolios were adjusted to reflect the exit price amount anticipated to be received from the sale of the portfolio in an open market transaction as required by ASU 2016-01.

 

FHLB Stock

The carrying amount of FHLB stock approximates its fair value.

 

Accrued Interest Receivable

The carrying amount of accrued interest receivable approximates its fair value since it is short-term in nature and does not present unanticipated credit concerns.

 

Deposits

The fair value of demand deposits, savings accounts and certain money market account deposits is the amount payable on demand at the reporting date. The fair value of fixed maturity certificates of deposit is estimated using the rates currently offered for deposits of similar remaining maturities. The fair value disclosures for all of the deposits were adjusted to reflect the exit price amount anticipated to be received from the sale of the deposits in an open market transaction as required by ASU 2016-01.

 

Accrued Interest Payable

The carrying amount of accrued interest payable approximates its fair value since it is short-term in nature.

 

Commitments to Extend Credit

The fair values of commitments to extend credit are estimated using the fees normally charged to enter into similar agreements, taking into account the remaining terms of the agreements and the present creditworthiness of the counter parties.

 

Commitments to Sell Loans

The fair values of commitments to sell loans are estimated using the quoted market prices for loans with similar interest rates and terms to maturity.

 

54

 

 

NOTE 22 HMN Financial, Inc. Financial Information (Parent Company Only)

The following are the condensed financial statements for the parent company only as of December 31, 2020 and 2019 and for the years ended December 31, 2020, 2019 and 2018.

 

(Dollars in thousands)

 

2020

   

2019

   

2018

 

Condensed Balance Sheets

                       

Assets:

                       

Cash and cash equivalents

  $ 10,970       7,722          

Investment in subsidiaries

    91,558       84,507          

Prepaid expenses and other assets

    891       610          

Deferred tax asset, net

    14       24          

Total assets

  $ 103,433       92,863          

Liabilities and Stockholders' Equity:

                       

Accrued expenses and other liabilities

  $ 181       215          

Total liabilities

    181       215          

Common stock

    91       91          

Additional paid-in capital

    40,480       40,365          

Retained earnings

    117,849       107,547          

Net unrealized gains on securities available for sale

    1,282       46          

Unearned employee stock ownership plan shares

    (1,450 )     (1,643 )        

Treasury stock, at cost, 4,359,552 and 4,284,840 shares

    (55,000 )     (53,758 )        

Total stockholders' equity

    103,252       92,648          

Total liabilities and stockholders' equity

  $ 103,433       92,863          

Condensed Statements of Income

                       

Interest income

  $ 43       21       0  

Equity income of subsidiaries

    10,815       8,627       8,800  

Compensation and benefits

    (243 )     (240 )     (221 )

Occupancy and equipment

    (30 )     (30 )     (30 )

Data processing

    (6 )     (6 )     (6 )

Professional services

    (93 )     (131 )     (124 )

Other

    (383 )     (367 )     (331 )

Income before income tax benefit (expense)

    10,103       7,874       8,088  

Income tax benefit (expense)

    199       (81 )     148  

Net income

  $ 10,302       7,793       8,236  

Condensed Statements of Cash Flows

                       

Cash flows from operating activities:

                       

Net income

  $ 10,302       7,793       8,236  

Adjustments to reconcile net income to cash used by operating activities:

                       

Equity income of subsidiaries

    (10,815 )     (8,627 )     (8,800 )

Deferred income tax benefit

    10       71       46  

Earned employee stock ownership shares priced above original cost

    145       230       206  

Stock option compensation

    0       1       17  

Amortization of restricted stock awards

    238       187       134  

Decrease in unearned ESOP shares

    193       193       194  

Decrease (increase) in other assets

    (281 )     1,404       (146 )

Decrease in other liabilities

    (34 )     (18 )     (20 )

Other, net

    0       (1 )     (1 )

Net cash (used) provided by operating activities

    (242 )     1,233       (134 )

Cash flows from financing activities:

                       

Warrants purchased

    0       0       (6,453 )

Excess tax benefit from options exercised

    0       0       64  

Treasury stock purchased

    (1,450 )     0       0  

Stock awards withheld for tax withholding

    (60 )     (45 )     0  

Dividends received from Bank

    5,000       5,000       6,000  

Net cash provided (used) by financing activities

    3,490       4,955       (389 )

Increase (decrease) in cash and cash equivalents

    3,248       6,188       (523 )

Cash and cash equivalents, beginning of year

    7,722       1,534       2,057  

Cash and cash equivalents, end of year

  $ 10,970       7,722       1,534  
                         

 

55

 

 

NOTE 23 Business Segments

The Bank has been identified as a reportable operating segment in accordance with the provisions of ASC 280. HMN, the holding company, did not meet the quantitative thresholds for a reportable segment and therefore is included in the “Other” category. The Company evaluates performance and allocates resources based on the segment’s net income, return on average assets and return on average equity. Each corporation is managed separately with its own officers and board of directors.

 

The following table sets forth certain information about the reconciliations of reported net income and assets for each of the Company’s reportable segments.

 

 

(Dollars in thousands)

 

Home Federal Savings Bank

   

Other

   

Eliminations

   

Consolidated

Total

 
                                 

At or for the year ended December 31, 2020:

                               

Interest income – external customers

  $ 31,959       0       0       31,959  

Non-interest income – external customers

    14,954       0       0       14,954  

Intersegment interest income

    0       43       (43 )     0  

Intersegment non-interest income

    234       10,815       (11,049 )     0  

Interest expense

    2,894       0       (43 )     2,851  

Provision for loan losses

    2,699       0       0       2,699  

Non-interest expense

    26,472       755       (234 )     26,993  

Income tax expense (benefit)

    4,267       (199 )     0       4,068  

Net income

    10,815       10,302       (10,815 )     10,302  

Total assets

    909,605       103,433       (103,458 )     909,580  
                                 

At or for the year ended December 31, 2019:

                               

Interest income – external customers

  $ 31,890       0       0       31,890  

Non-interest income – external customers

    8,455       0       0       8,455  

Intersegment interest income

    0       21       (21 )     0  

Intersegment non-interest income

    234       8,627       (8,861 )     0  

Interest expense

    3,360       0       (21 )     3,339  

Provision for loan losses

    (1,216 )     0       0       (1,216 )

Non-interest expense

    26,565       774       (234 )     27,105  

Income tax expense

    3,243       81       0       3,324  

Net income

    8,627       7,793       (8,627 )     7,793  

Total assets

    777,083       92,863       (92,307 )     777,639  
                                 

At or for the year ended December 31, 2018:

                               

Interest income – external customers

  $ 30,381       0       0       30,381  

Non-interest income – external customers

    7,714       0       0       7,714  

Intersegment non-interest income

    222       8,800       (9,022 )     0  

Interest expense

    2,233       0       0       2,233  

Provision for loan losses

    (649 )     0       0       (649 )

Non-interest expense

    24,897       712       (222 )     25,387  

Income tax expense (benefit)

    3,036       (148 )     0       2,888  

Net income

    8,800       8,236       (8,800 )     8,236  

Total assets

    710,281       83,380       (81,346 )     712,315  
                                 

 

56

 
cla.jpg

 

 

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

 

 

To the Stockholders and the Board of Directors of HMN Financial, Inc.

 

 

Opinion on the Financial Statements

 

We have audited the accompanying consolidated balance sheets of HMN Financial, Inc. and Subsidiaries (the Company) as of December 31, 2020 and 2019, the related consolidated statements of comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2020, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

 

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

57

 

 

Critical Audit Matters

 

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

 

Allowance for loan losses

 

As described in Notes 1 and 6 to the financial statements, the Company’s allowance for loan losses is a valuation account that reflects the Company’s estimate of incurred losses in its loan portfolio to the extent they are both probable and reasonable to estimate. The allowance for loan losses was $10.7 million at December 31, 2020, which consists of two components (i) specific reserves based on probable losses on specific loans (specific reserves), representing $0.2 million, and (ii) a general allowance based on historical loan loss experience, general economic conditions and other qualitative risk factors, both internal and external to the Company (general reserves), representing $10.5 million. The general component of the allowance for loan losses is based on a variety of risk considerations, both quantitative and qualitative. Quantitative factors include the Company’s historical loss experience, delinquency and charge-off trends, risk ratings, collateral values, known information about individual loans and other factors. Qualitative factors include various considerations regarding the general economic environment in the Company’s market area and national economic factors. The qualitative adjustment for the general reserve includes management’s consideration of industry concentrations; specific credit risks; credit loss experience; current loan portfolio quality; present economic, political and regulatory conditions; and unidentified losses inherent in the current loan portfolio.

 

The qualitative adjustment contributes significantly to the general reserve component of the allowance for loan losses. Management’s identification and analysis of these considerations and related adjustments requires significant judgment and could have a significant effect on the allowance for loan losses. We identified the estimate of the qualitative adjustment of the general reserve for the allowance for loan losses as a critical audit matter as they represent a significant portion of the total general reserve and because management’s estimate relies on a qualitative analysis to determine a quantitative adjustment which required especially subjective auditor judgment.

 

The primary procedures we performed to address this critical audit matter included:

 

 

Performing substantive testing, including evaluating management’s judgments and assumptions for developing the general reserve qualitative adjustments for the allowance for loan losses, including:

 

o

Evaluating the completeness and accuracy of data inputs used as a basis for the adjustments relating to qualitative general reserve factors and considering whether the sources of data and factors that management used in forming the assumptions are relevant, reliable, and sufficient for the purpose based on the information gathered.

 

o

Assessing the accuracy of management’s risk ratings for commercial real estate and commercial business loans. Our evaluation considered evidence from management’s credit presentations and annual reviews, including review of borrower financial information, collateral values, payment history, and other credit specific information.

 

58

 

 

 

o

Evaluating the reasonableness of management’s judgments related to the qualitative and quantitative assessment of the data used in the determination of the general reserve qualitative adjustments for consistency with each other, the supporting data, relevant historical data, and industry data.

 

o

Assessing whether historical data is comparable and consistent with data of the current year and considering whether the data is sufficiently reliable. Among other procedures, our evaluation considered evidence from internal and external sources, loan portfolio performance and whether such assumptions were applied consistently period to period.

 

o

Analytically evaluating the qualitative adjustment in the current year compared to prior year for directional consistency and reasonableness.

 

o

Testing the calculations used by management to translate the assumptions and key factors into the calculation.

 

 

cla2.jpg

 

CliftonLarsonAllen LLP

 

We have served as the Company’s auditor since 2014.

 

Minneapolis, Minnesota

March 5, 2021

 

59

 

Other Financial Data

 

The following tables set forth certain information as to the Bank’s FHLB advances and other borrowings.

 

   

Year Ended December 31,

 

(Dollars in thousands)

 

2020

   

2019

   

2018

 

Maximum Balance:

                       

FHLB advances and other borrowings

  $ 2       13,800       6,800  

FHLB short-term advances and other borrowings

    2       13,800       6,800  

Average Balance:

                       

FHLB advances and other borrowings

    0       287       140  

FHLB short-term advances and other borrowings

    0       287       140  
                         

 

See Note 12 Federal Home Loan Bank (FHLB) Advances and Other Borrowings” in the Notes to Consolidated Financial Statements for more information on the Bank’s FHLB advances and other borrowings.

 

60

 

Selected Quarterly Financial Data 

 

(Dollars in thousands, except per share data)

 

December 31, 2020

   

September 30, 2020

   

June 30, 2020

 
Selected Operations Data (3 months ended):                        

Interest income

  $ 8,283       7,949       7,883  

Interest expense

    558       656       745  

Net interest income

    7,725       7,293       7,138  

Provision for loan losses

    1,151       770       318  

Net interest income after provision for loan losses

    6,574       6,523       6,820  

Non-interest income:

                       

Fees and service charges

    741       753       669  

Loan servicing fees

    380       347       297  

Gain on sales of loans

    3,028       3,005       2,364  

Other

    344       291       264  

Total non-interest income

    4,493       4,396       3,594  

Non-interest expense:

                       

Compensation and benefits

    3,884       3,916       3,799  

Occupancy and equipment

    1,094       1,101       1,111  

Data processing

    351       334       321  

Professional services

    230       241       447  

Other

    1,184       1,004       975  

Total non-interest expense

    6,743       6,596       6,653  

Income before income tax expense

    4,324       4,323       3,761  

Income tax expense

    1,199       1,222       1,070  

Net income

  $ 3,125       3,101       2,691  

Basic earnings per common share

  $ 0.68       0.67       0.58  

Diluted earnings per common share

  $ 0.67       0.67       0.58  

Financial Ratios:

                       

Return on average assets(1)

    1.37

%

    1.39

%

    1.29

%

Return on average common equity(1)

    12.18       12.50       11.31  

Average equity to average assets

    11.43       11.50       11.72  

Net interest margin(1)(2)

    3.51       3.40       3.57  

 

(Dollars in thousands)

                       

Selected Financial Condition Data (end of period):

                       

Total assets

  $ 909,580       898,452       862,783  

Securities available for sale:

                       

Mortgage-backed and related securities

    101,464       71,458       50,593  

Other marketable securities

    46,626       47,106       47,200  

Loans held for sale

    6,186       7,225       5,167  

Loans receivable, net

    642,630       670,297       668,432  

Deposits

    795,204       787,023       752,759  

Stockholders’ equity

    103,252       101,143       98,115  
                         

 

(1) Annualized

(2) Net interest income divided by average interest-earning assets

 

61

 

 

March 31, 2020

   

December 31, 2019

   

September 30, 2019

   

June 30, 2019

   

March 31, 2019

 
    7,844       7,861       7,998       8,299       7,732  
    892       914       906       829       690  
    6,952       6,947       7,092       7,470       7,042  
    460       236       (420 )     (1,059 )     27  
    6,492       6,711       7,512       8,529       7,015  
                                       
    714       795       820       785       700  
    332       321       324       318       315  
    1,134       1,106       845       611       379  
    291       294       238       307       297  
    2,471       2,516       2,227       2,021       1,691  
                                       
    4,047       4,163       3,849       3,737       3,910  
    1,123       1,158       1,142       1,081       1,061  
    308       338       319       305       301  
    487       492       428       381       272  
    1,036       1,193       1,009       1,063       903  
    7,001       7,344       6,747       6,567       6,447  
    1,962       1,883       2,992       3,983       2,259  
    577       647       916       1,121       640  
    1,385       1,236       2,076       2,862       1,619  
    0.30       0.27       0.45       0.62       0.35  
    0.30       0.27       0.45       0.62       0.35  
                                       
    0.72

%

    0.64

%

    1.11

%

    1.60

%

    0.91

%

    5.93       5.29       9.10       13.10       7.67  
    12.07       12.06       12.07       12.01       11.82  
    3.76       3.76       3.97       4.35       4.11  
                                       
                                       
                                       
    784,200       777,639       763,228       722,767       722,745  
                                       
    53,687       54,851       22,187       7,435       7,743  
    47,252       52,741       62,665       72,469       72,044  
    4,884       3,606       7,819       5,912       3,292  
    617,645       596,392       583,102       595,757       599,462  
    677,519       673,870       659,608       623,510       626,592  
    95,035       92,648       91,190       88,811       85,350  

 

62

 

Common Stock Information

 

The common stock of the Company is listed on the Nasdaq Stock Market (Nasdaq) under the symbol HMNF. As of December 31, 2020, there were 451 stockholders of record and 946 estimated beneficial stockholders. The Company has not paid a dividend on its common stock during the two year period ending December 31, 2020. See “Liquidity and Capital Resources – Dividends” in the “Management Discussion and Analysis” section of this annual report for a description of restrictions on the ability of the Company and the Bank to pay dividends.


The following graph and table compare the total cumulative stockholders’ return on the Company’s common stock to the Nasdaq U.S. Stock Index (“Nasdaq Composite”), which includes all Nasdaq traded stocks of U.S. companies, and the Nasdaq Bank Index. The graph and table assume that $100 was invested on December 31, 2015 and that any dividends were reinvested.

 

graph01.jpg

 

Index

 

12/31/15

   

12/31/16

   

12/31/17

   

12/31/18

   

12/31/19

   

12/31/20

 

HMN Financial, Inc.

  $ 100.00     $ 151.12     $ 165.37     $ 169.87     $ 181.90     $ 148.92  

Nasdaq Composite

  $ 100.00     $ 108.87     $ 141.13     $ 137.12     $ 187.44     $ 271.64  

Nasdaq Bank

  $ 100.00     $ 137.14     $ 145.21     $ 120.76     $ 150.06     $ 138.59  

 

63

 

HMN Financial, Inc.

1016 Civic Center Drive NW

Rochester, MN 55901

(507) 535-1200

 

Annual Meeting

The annual meeting of shareholders will be held virtually on Tuesday, April 27, 2021 at 10:00 a.m. (Central Time).

 

Legal Counsel

Faegre Drinker Biddle & Reath LLP

2200 Wells Fargo Center

90 South Seventh Street

Minneapolis, MN 55402-3901

 

Independent Registered Public Accounting Firm

CliftonLarsonAllen LLP

220 South Sixth Street, Suite 300

Minneapolis, MN 55402-1436

 

Investor Information and Form 10-K

HMN’s Form 10-K, filed with the Securities and Exchange Commission, is available without charge upon written request from:

HMN Financial, Inc.

Attn: Cindy Hamlin, Investor Relations

1016 Civic Center Drive NW

Rochester, MN 55901

or at www.hmnf.com

 

Transfer Agent and Registrar

Inquiries regarding change of address, transfer requirements, and lost certificates should be directed to HMN’s transfer agent:

Equiniti Trust Company

EQ Shareowner Services

1110 Centre Pointe Curve, Suite 101

Mendota Heights, MN 55120

www.shareowneronline.com

(800) 468-9716

 

Directors

Dr. Wendy S. Shannon

Chair of the Board

HMN and Home Federal Savings Bank
Educational consultant, PTECH in Minnesota, Former Assistant Professor, Winona State University

 

Allen J. Berning

Chief Executive Officer

Ambient Clinical Analytics, a provider of clinical decision support products

 

Sequoya S. Borgman
Borgman Capital LLC, Founder and Managing Director

Michael A. Bue

Retired President and Chief Executive Officer Marquette Bank Rochester

 

Bradley C. Krehbiel

President and Chief Executive Officer

HMN and Home Federal Savings Bank

 

Bernard R. Nigon

Retired Audit Partner with RSM US LLP (formerly McGladrey & Pullen, LLP)

 

Dr. Hugh C. Smith

Retired Professor of Medicine, Mayo Clinic College of Medicine and Consultant in Cardiovascular Division, Mayo Clinic


Mark E. Utz

Attorney at law, Wendland Utz, Ltd.

 

Hans K. Zietlow

Former Director of Real Estate for Kwik Trip, Inc.

 

 

Executive Officers Who Are Not

Directors

Jon J. Eberle

Senior Vice President, Chief Financial Officer

and Treasurer of HMN and Executive Vice

President, Chief Financial Officer and Treasurer of Home Federal Savings Bank

 

Lawrence D. McGraw

Executive Vice President and

Chief Operating Officer

Home Federal Savings Bank

 

Eagan

2805 Dodd Road, Suite 160

Eagan, MN 55121

(651) 405-2000

 

Kasson

502 South Mantorville Avenue
Kasson, MN 55944

(507) 634-7022

 

La Crescent

208 South Walnut

La Crescent, MN 55947

(507) 895-9200

 

Marshalltown

303 West Main Street

Marshalltown, IA 50158

(641) 754-6198

 

Owatonna

1015 West Frontage Road, Suite 100

Owatonna, MN 55060
(507) 413-6420

 

Pewaukee
1870 Meadow Lane
Pewaukee, WI 53072

(262) 337-9511

 

Rochester

1201 South Broadway

Rochester, MN 55904

(507) 536-2416

 

1016 Civic Center Drive NW

Rochester, MN 55901

(507) 535-1309

 

100 1st Avenue Bldg., Suite 200

Rochester, MN 55902

(507) 280-7250

 

2048 Superior Drive NW, Suite 400

Rochester, MN 55901

(507) 226-0800

 

Spring Valley

715 North Broadway

Spring Valley, MN 55975

(507) 346-9709

 

   

Branch Offices of the Bank

Albert Lea

143 West Clark Street

Albert Lea, MN 56007

(507) 379-2551

 

Winona

175 Center Street

Winona, MN 55987

(507) 453-6460

 

   

 

Austin

201 Oakland Avenue West

Austin, MN 55912

(507) 434-2500

 

Loan Production Offices

Sartell

50 14th Ave E, Suite 100
Sartell, MN 56377

(320) 654-4020

 

 

64