SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------------- FORM 10-Q /X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OF 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1996 OR / / TRANSITION REPORT PURSUANT TO SECTION 13 OF 15 (d) FOR THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________ to _________ Commission File Number 0-24100 HMN FINANCIAL, INC. (Exact name of Registrant as specified in its Charter) DELAWARE 41-1777397 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 101 NORTH BROADWAY, SPRING VALLEY, MINNESOTA 55975-1223 (Address of principal executive offices) (ZIP Code) Registrant's telephone number, including area code: (507) 346-7345 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes /X/ No / / Indicate the number of shares outstanding of each of the issuer's common stock as of the latest practicable date. CLASS OUTSTANDING AT MAY 3, 1996 Common stock, $0.01 par value 5,180,210 This Form 10-Q consists of 23 pages. The exhibit index is on page 19. 1 HMN FINANCIAL, INC. CONTENTS PART I - FINANCIAL INFORMATION PAGE Item 1: Financial Statements (unaudited) Consolidated Balance Sheets at March 31, 1996 and December 31,1995...................3 Consolidated Statements of Income for the Three Months Ended March 31, 1996 and 1995...............................4 Consolidated Statement of Stockholders' Equity for the Three Month Period Ended March 31,1996.........................................5 Consolidated Statements of Cash Flows for the Three Months Ended March 31, 1996 and 1995........6 Notes to Consolidated Financial Statements.........7-10 Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations...............11-16 PART II - OTHER INFORMATION Item 1: Legal Proceedings....................................17 Item 2: Changes in Securities................................17 Item 3: Defaults Upon Senior Securities......................17 Item 4: Submission of Matters to a Vote of Security Holders..............................................17 Item 5: Other Information....................................17 Item 6: Exhibits and Reports on Form 8-K.....................17 Signatures.....................................................18 2 PART I - FINANCIAL STATEMENTS HMN FINANCIAL, INC. AND SUBSIDIARIES Consolidated Balance Sheets (unaudited) ASSETS March 31, December 31, 1996 1995 ----------- ----------- Cash and cash equivalents $ 9,376,478 4,334,694 Securities available for sale: Mortgage-backed and related securities (amortized cost $164,339,560 and $158,517,548) 163,273,034 158,416,201 Other marketable securities (amortized cost $32,793,446 and $32,247,959) 32,244,727 31,903,566 ----------- ----------- 195,517,761 190,319,767 ----------- ----------- Securities held to maturity: Mortgage-backed and related securities (estimated market value $14,272,794 and $13,931,879) 14,114,594 13,744,063 Other marketable securities (estimated market value $3,224,178 and $3,224,263) 3,226,964 3,227,729 ----------- ----------- 17,341,558 16,971,792 ----------- ----------- Loans receivable, net 307,658,285 314,850,684 Federal Home Loan Bank stock, at cost 3,801,900 3,801,900 Real estate, net 239,839 279,851 Premises and equipment, net 3,561,974 3,645,536 Accrued interest receivable 3,271,127 3,381,507 Deferred income taxes 653,657 0 Prepaid expenses and other assets 589,496 362,928 ----------- ----------- Total assets $542,012,075 537,948,659 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY Deposits $368,393,302 373,539,468 Federal Home Loan Bank advances 72,493,207 68,876,978 Accrued interest payable 1,706,307 1,562,347 Due to Broker 4,881,250 0 Advance payments by borrowers for taxes and insurance 828,195 550,990 Accrued expenses and other liabilities 2,830,974 1,732,193 ----------- ----------- Total liabilities 451,133,235 446,261,976 ----------- ----------- Commitments and contingencies Stockholders' equity: Serial preferred stock: ($.01 par value): authorized 500,000 shares; issued and outstanding none 0 0 Common stock ($.01 par value): authorized 7,000,000 shares; 6,085,775 shares issued 60,858 60,858 Additional paid-in capital 59,316,089 59,285,581 Retained earnings, subject to certain restrictions 51,957,729 50,371,038 Net unrealized loss on securities available for sale (961,588) (265,358) Unearned employee stock ownership plan shares (5,236,730) (5,336,150) Unearned compensation restricted stock awards (991,955) (1,050,305) Treasury stock, at cost 905,565 and 783,850 shares (13,265,563) (11,378,981) ----------- ----------- Total stockholders' equity 90,878,840 91,686,683 ----------- ----------- Total liabilities and stockholders' equity $542,012,075 537,948,659 =========== =========== See accompanying notes to consolidated financial statements. 3 HMN FINANCIAL, INC. AND SUBSIDIARIES Consolidated Statements of Income (unaudited) Three Months Ended March 31, 1996 1995 Interest Income: --------- --------- Loans receivable $6,138,747 5,454,814 Securities available for sale: Mortgage-backed and related securities 2,773,690 2,657,301 Other marketable securities 404,845 548,749 Securities held to maturity: Mortgage-backed and related securities 267,023 129,823 Other marketable securities 43,448 125,753 Cash equivalents 103,718 139,596 Other 63,981 52,449 --------- --------- Total interest income 9,795,452 9,108,485 Interest expense: --------- --------- Deposits 4,818,284 4,286,574 Federal Home Loan Bank advances 1,061,861 834,781 --------- --------- Total interest expense 5,880,145 5,121,355 --------- --------- Net interest income 3,915,307 3,987,130 Provision for loan losses 75,000 75,000 --------- --------- Net interest income after provision for loan losses 3,840,307 3,912,130 --------- --------- Non-interest income: Fees and service charges 77,516 73,791 Securities gains (losses), net 500,550 (6,677) Gain on sales of loans 5,949 0 Other 117,389 36,857 --------- --------- Total non-interest income 701,404 103,971 --------- --------- Non-interest expense: Compensation and benefits 1,105,995 959,829 Occupancy 196,782 179,559 Federal deposit insurance premiums 209,792 198,473 Advertising 72,685 71,488 Data processing 128,453 122,780 Other 269,113 279,204 --------- --------- Total non-interest expense 1,982,820 1,811,333 --------- --------- Income before income tax expense 2,558,891 2,204,768 Income tax expense 972,200 841,343 --------- --------- Net income $ 1,586,691 1,363,425 ========= ========= Earnings per common share and common share equivalents $ 0.33 0.25 ========= ========= See accompanying notes to consolidated financial statements. 4 HMN FINANCIAL, INC. AND SUBSIDIARIES Consolidated Statement of Stockholders' Equity For the Three Month Period Ended March 31, 1996 (unaudited) Net unrealized (loss) on Additional securities Common Paid-in Retained available for Stock Capital Earnings sale ------- ---------- ---------- ------------- Balance, December 31, 1995 $ 60,858 59,285,581 50,371,038 (265,358) Net income 1,586,691 Change in unrealized loss on securities available for sale (696,230) Treasury stock purchases Amortization of restricted stock awards Earned employee stock ownership plan shares 30,508 ------- ---------- ---------- --------- Balance, March 31, 1996 $ 60,858 59,316,089 51,957,729 (961,588) ======= ========== ========== ========= Unearned shares Employee Unearned Stock Compensation Total Ownership Restricted Treasury Stockholders' Plan Stock Awards Stock Equity --------- ------------ -------- ------------ Balance, December 31, 1995 (5,336,150)(1,050,305) (11,378,981) 91,686,683 Net income 1,586,691 Change in unrealized loss on securities available for sale (696,230) Treasury stock purchases (1,886,582) (1,886,582) Amortization of restricted stock awards 58,350 58,350 Earned employee stock ownership plan shares 99,420 129,928 ----------- -------- ----------- ----------- Balance, March 31, 1996 $(5,236,730) (991,955)(13,265,563) 90,878,840 ========= ======= ========== =========== See accompanying notes to consolidated financial statements. 5 HMN FINANCIAL, INC. AND SUBSIDIARIES Consolidated Statements of Cash Flows (unaudited) Three Months Ended March 31, 1996 1995 ---------- ---------- Cash flows from operating activities: Net income $1,586,691 1,363,425 Adjustments to reconcile net income to cash provided by operating activities: Provision for loan losses 75,000 75,000 Depreciation 90,866 82,512 Amortization of (discounts) premiums, net (7,168) 25,904 Amortization of deferred loan fees (109,000) (136,802) Provision for deferred income taxes 40,700 66,032 Securities (gains) losses, net (500,550) 6,677 Gain on sales of real estate (18,214) (5,958) Gain on sales of loans (5,949) 0 Amortization of restricted stock awards 58,350 0 Earned employee stock ownership shares priced above original cost 30,508 14,351 Decrease (increase) in accrued interest receivable 110,380 (41,557) Increase in accrued interest payable 143,960 210,660 Increase in other assets (226,568) (242,620) Increase in other liabilities 877,699 146,130 Other, net (6,675) (2,436) --------- --------- Net cash provided (used) by operating activities 2,140,030 1,561,318 --------- --------- Cash flows from investing activities: Proceeds from sales of securities available for sale 32,850,725 7,427,311 Principal collected on securities available for sale 3,317,661 3,448,841 Proceeds collected on maturity of securities available for sale 4,500,000 500,000 Purchases of securities available for sale (31,984,781)(17,349,948) Principal collected on securities held to maturity 347,044 278,604 Proceeds collected on maturity of securities held to maturity 0 1,000,000 Purchase of securities held to maturity (709,765) (2,566,225) Proceeds from sales of loans receivable 386,649 0 Net increase in loans receivable (2,846,197) (7,315,430) Proceeds from sale of real estate 87,616 110,929 Purchases of premises and equipment (7,304) (113,560) ---------- ---------- Net cash provided (used) by investing activities 5,941,648 (14,579,478) ---------- ---------- Cash flows from financing activities: (Decrease) increase in deposits (5,146,166) 6,718,351 Decrease in unearned ESOP shares 99,420 102,420 Purchase of treasury stock (1,886,582) (4,040,125) Proceeds from Federal Home Loan Bank advances 10,800,000 5,000,000 Repayment of Federal Home Loan Bank advances (7,183,771) (681,102) Increase in advance payments by borrowers for taxes and insurance 277,205 265,020 ---------- ---------- Net cash provided (used) by financing activities (3,039,894) 7,364,564 ---------- ---------- Increase (decrease) in cash and cash equivalents 5,041,784 (5,653,596) Cash and cash equivalents, beginning of period 4,334,694 12,097,156 ---------- ---------- Cash and cash equivalents, end of period $9,376,478 6,443,560 ========== ========== Supplemental cash flow disclosures: Cash paid for interest $5,736,185 4,910,695 Cash paid for income taxes 200,000 200,000 Supplemental noncash flow disclosures: Loans securitized and transferred to securities available for sale $9,694,418 0 Transfer of loans to real estate 22,715 115,814 Securities purchased with liability due to broker 4,881,250 0 See accompanying notes to consolidated financial statements. 6 HMN FINANCIAL, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (Unaudited) March 31, 1996 and 1995 (1) HMN FINANCIAL, INC. HMN Financial, Inc. (HMN) was incorporated under the laws of the State of Delaware for the purpose of becoming the savings and loan holding company of Home Federal Savings Bank (the Bank) in connection with the Bank's conversion from a federally chartered mutual savings bank to a federally chartered stock savings bank, pursuant to its Plan of Conversion. HMN commenced on May 23, 1994, a Subscription and Community Offering of its shares in connection with the conversion of the Bank (the Offering). The Offering was closed on June 22, 1994, and the conversion was consummated on June 29, 1994. The consolidated financial statements included herein are for HMN, Security Finance Corporation (SFC), the Bank and the Bank's wholly owned subsidiary, Osterud Insurance Agency, Inc. During 1995 the Bank owned 100% of the outstanding shares of SFC. On December 29, 1995 the Bank sold all its outstanding shares of common stock in SFC to HMN at SFC's fair value. All significant intercompany accounts and transactions have been eliminated in consolidation. (2) BASIS OF PREPARATION The accompanying unaudited consolidated financial statements were prepared in accordance with instructions for Form 10-Q and therefore, do not include all disclosures necessary for a complete presentation of the consolidated balance sheets, consolidated statements of income, consolidated statements of stockholders' equity and consolidated statements of cash flows in conformity with generally accepted accounting principles. However, all adjustments consisting of only normal recurring adjustments which are, in the opinion of management, necessary for the fair presentation of the interim financial statements have been included. The statements of income for the three month period ended March 31, 1996 are not necessarily indicative of the results which may be expected for the entire year. Certain amounts in the consolidated financial statements for prior periods have been reclassified to conform with the current period presentation. (3) NEW ACCOUNTING STANDARDS In March 1995, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 121, ACCOUNTING FOR THE IMPAIRMENT OF LONG-LIVED ASSETS AND FOR LONG-LIVED ASSETS TO BE DISPOSED OF. SFAS No. 121 applies to all entities and to long-lived assets, certain identifiable intangibles and goodwill related to those assets to be held and used and to long-lived assets and certain identifiable intangibles to be disposed of. SFAS No. 121 does not apply to financial instruments, long-term customer relationships of a financial institution (for example, deposit base intangibles and credit cardholder intangibles), mortgage and other servicing rights, deferred policy acquisition costs, or deferred tax assets. Under the provisions of SFAS No. 121, an entity shall review 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. SFAS No. 121 applies to financial statements issued for fiscal years beginning after December 15, 1995, with earlier application encouraged. The effect of adopting SFAS No. 121 on 7 January 1, 1996 did not have a material impact on HMN's financial condition or the results of its operations. In May 1995, the FASB issued SFAS No. 122, ACCOUNTING FOR MORTGAGE SERVICING RIGHTS. Under the provisions of SFAS No. 122, entities are required to recognize as separate assets rights to service mortgage loans for others, however, those servicing rights are acquired. An entity that either purchases or originates mortgage loans and subsequently sells or securitizes the mortgage loans and retains the mortgage servicing rights is required to allocate the total cost of the mortgage loans to the mortgage servicing rights and the mortgage loans (without the mortgage servicing rights) based on their relative fair values. SFAS No. 122 also requires that capitalized mortgage servicing rights be assessed for impairment based on the fair value of those rights. HMN adopted SFAS No. 122 effective January 1, 1996. The effect of adopting SFAS No. 122 did not have a material impact on HMN's financial condition or the results of its operations. In October 1995 the FASB issued SFAS No. 123, ACCOUNTING FOR STOCK-BASED COMPENSATION which establishes a fair value based method of accounting for stock-based compensation plans. It encourages entities to adopt that method in place of the provisions of APB Opinion No. 25, ACCOUNTING FOR STOCK ISSUED TO EMPLOYEES, for all arrangements under which employees receive shares of stock or other equity instruments of the employer or the employer incurs liabilities to employees in amounts based on the price of its stock. During 1996, as permitted by SFAS No. 123, HMN will continue using the accounting methods prescribed by APB Opinion No. 25 and will disclose in the footnotes to the annual report the information on a fair value basis for its stock-based compensation plans. (4) EARNINGS PER SHARE Earnings per common share and common share equivalent for the three month periods ended March 31, 1996 and 1995 were computed by dividing net income for each period ($1,586,691 and $1,363,425, respectively) by the weighted average common shares and common share equivalents outstanding (4,766,220 and 5,464,135, respectively) during each period. 8 (5) REGULATORY CAPITAL REQUIREMENTS At March 31, 1996 the Bank met each of the three current minimum regulatory capital requirements. The following table summarizes the Bank's regulatory capital position at March 31, 1996: AMOUNT PERCENT<F1> (Dollars in Thousands) Tangible Capital: Actual $75,142 14.22% Required 7,925 1.50 ------ ----- Excess $67,217 12.72% ======= ===== Core Capital: Actual $75,142 14.22% Required<F2> 15,850 3.00 ------ ----- Excess $59,292 11.22% ======= ===== Risk-Based Capital: Actual $77,344 35.97% Required<3><4> 17,204 8.00 ------ ----- Excess $60,140 27.97% ======= ===== <FN> <F1>Tangible and core capital levels are shown as a percentage of total adjusted assets; risk-based capital levels are shown as a percentage of risk-weighted assets. <F2> In April 1991, the OTS proposed a core capital requirement for savings associations comparable to the requirement for national banks that became effective on December 31, 1990. This core capital ratio is 3% of total adjusted assets for thrifts that receive the highest supervisory rating for safety and soundness ("CAMEL" rating), with a 4% to 5% core capital requirement for all other thrifts. <F3> Calculated based on the OTS requirement of 8% of risk-weighted assets. <F4> Beginning March 31, 1995, a savings institution whose interest rate risk("IRR") exposure (as calculated under OTS guidelines) exceeds 2% of total assets may be required to deduct an IRR component in calculating its total capital for purposes of determining whether it meets the risk-based capital requirement. The IRR component is an amount equal to one-half of the difference between measured IRR and 2%, multiplied by the estimated economic value of its total assets. Based on the Bank's interest rate risk position at December 31, 1995, the latest date for which such information is available, this rule would require a $5.5 million deduction from the Bank's capital for purposes of calculating risk-based capital. The OTS currently does not require the IRR component to be deducted from the risk-based capital calculation but may require the deduction in accessing the Bank's individual capital requirements at some time in the future. </FN> (6) STOCKHOLDERS' EQUITY AND STOCK CONVERSION HMN was incorporated for the purpose of becoming the savings and loan holding company of the Bank in connection with the Bank's conversion from a federally chartered mutual savings bank to a federally chartered stock savings bank, pursuant to a Plan of Conversion adopted on February 10, 1994. HMN commenced on May 23, 1994, a Subscription and Community Offering (the Offering) of its shares in 9 connection with the conversion of the Bank. The Offering was closed on June 22, 1994, and the conversion was consummated on June 29, 1994, with the issuance of 6,085,775 shares of HMN's common stock at a price of $10 per share. Total proceeds from the conversion of $59,178,342 net of costs relating to the conversion of $1,679,408, have been recorded as common stock and additional paid-in capital. HMN received all of the capital stock of the Bank in exchange for 50% of the net proceeds of the conversion. During February of 1996 with Board authorization and approval from the Office of Thrift Supervision (OTS) HMN purchased a total of 121,715 shares of its own common stock from the open market for $1.9 million. All shares were placed in treasury stock. 10 HMN FINANCIAL, INC. Item 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS GENERAL HMN's net income is dependent primarily on its net interest income, which is the difference between interest earned on its loans and investments and the interest paid on interest-bearing liabilities. Net interest income is determined by (i) the difference between the yield earned on interest- earning assets and rates paid on interest-bearing liabilities (interest rate spread) and (ii) the relative amounts of interest-earning assets and interest-bearing liabilities. HMN's interest rate spread is affected by regulatory, economic and competitive factors that influence interest rates, loan demand and deposit flows. Net interest margin is calculated by dividing net interest income by the average interest-earning assets and is normally expressed as a percentage. Net interest income and net interest margin are affected by changes in interest rates, the volume and the mix of interest-earning assets and interest-bearing liabilities, and the level of non-performing assets. HMN's net income is also affected by the generation of non-interest income, which primarily consists of gains from the sale of securities, fees and service charges. In addition, net income is affected by the level of operating expenses and establishment of a provision for loan losses. The operations of financial institutions, including the Bank, are significantly affected by prevailing economic conditions, competition and the monetary and fiscal policies of governmental agencies. Lending activities are influenced by the demand for and supply of housing, competition among lenders, the level of interest rates and the availability of funds. Deposit flows and costs of funds are influenced by prevailing market rates of interest primarily on competing investments, account maturities and the levels of personal income and savings in the market area of the Bank. NET INCOME HMN's net income for the first quarter of 1996 was $1.6 million, or $0.33 per share compared to net income for the same period of 1995 of $1.4 million, or $0.25 per share. Net income increased by $223,000, or 16.4%, principally due to an increase of $507,000 in net security gains which was partially offset by an increase of $146,000 in compensation and benefit expenses. NET INTEREST INCOME Net interest income for the first quarter of 1996 was $3.9 million, a decrease of $72,000, or 1.8%, from $4.0 million for the first quarter of 1995. Interest income for the first quarter of 1996 was $9.8 million, an increase of $687,000, or 7.5%, from the $9.1 million for the first quarter of 1995. Interest income increased by $790,000 due to additional loan originations and loan purchases which caused the average outstanding balance of loans receivable, net between the two quarters to increase by $37.5 million. The average yield on the loan portfolio decreased by 15 basis points which caused interest income to decrease by $106,000. The yield decreased because many of the loans purchased during 1995 and 1996 were adjustable 11 rate loans that had low initial rates that will adjust upward in later years. Interest expense for the first quarter of 1996 was $5.9 million, an increase of $759,000, or 14.8%, from $5.1 million for the first quarter of 1995. Interest expense increased by $283,000 due to an increase in the outstanding balance of deposits. Interest expense increased by $248,000 because HMN paid higher interest rates in order to retain its deposits in the face of increased competition. Interest expense on Federal Home Loan Bank (FHLB) advances increased by $227,000 due primarily to additional borrowing from the FHLB. Net interest margin was 2.97%, 2.94%, 2.98%, 3.05%, and 3.21%, respectively for the quarters ended March 31, 1996, December 31, 1995, September 30, 1995, June 30, 1995 and March 31, 1995. Based upon the current interest rate environment HMN expects the net interest margin to flatten or slightly decline in at least the near term. PROVISION FOR LOAN LOSSES The provision for loan losses for the first quarter of 1996 and 1995 was $75,000. The provision is the result of management's evaluation of the loan portfolio and its assessment of the general economic conditions in the geographic area where properties securing the loan portfolio are located. Future economic conditions and other unknown factors will impact the need for future provisions for loan losses. As a result, no assurances can be given that increases in the allowance for loan losses will not be required during future periods. A reconciliation of HMN's allowance for loan losses is summarized as follows: 1996 1995 ----------- ---------- Balance at January 1, $ 2,190,664 1,893,143 Provision 75,000 75,000 Charge-offs (1,216) (1,034) Recoveries 0 17 ----------- ---------- Balance at March 31, $ 2,264,448 1,967,126 =========== ========== NON-INTEREST INCOME Non-interest income was $701,000 for the first quarter of 1996, an increase of $597,000, or 575%, compared to $104,000 for the first quarter of 1995. The increase was principally due to a $507,000 increase in gain on the sale of securities, a $35,000 increase in commission on the sales of uninsured investment products and a $42,000 non-recurring dividend payment. NON-INTEREST EXPENSE Non-interest expense was $2.0 million for the first quarter of 1996, an increase of $171,000, or 9.5%, from $1.8 million for the first quarter of 1995. Non-interest expense increased by $146,000, or 15%, due to an increase of two employees, normal merit and salary increases and the impact of the Recognition and Retention Plan adopted in June of 1995. 12 INCOME TAX EXPENSE Income tax expense was $972,000 for the first quarter of 1996, an increase of $131,000, or 15.6%, from $841,000 for the first quarter of 1995. The increase is primarily due to an increase in taxable income between the two periods. FINANCIAL CONDITION AND LIQUIDITY For the quarter ended March 31, 1996 the net cash provided from operating activities was $2.1 million and net cash provided from investing activities was $5.9 million. HMN had $32.9 million in proceeds from the sale of securities and it collected another $8.1 million from principal payments and the maturity of securities. HMN purchased $32.7 million of securities during the first quarter of 1996. HMN purchased or originated additional net loans of $2.8 million and had $387,000 of proceeds from the sale of loans. During the first quarter of 1996 deposits decreased by $5.1 million which was partially offset by net additional borrowing from the FHLB of $3.6 million. HMN also repurchased 121,715 shares of its own common stock for $1.9 million in the first quarter of 1996. On May 3, 1996, HMN announced its intention to repurchase 259,010 shares of its outstanding shares in the open market over the next 12 month period. NON-PERFORMING ASSETS The following table sets forth the amounts and categories of non- performing assets in the Bank's portfolio at March 31, 1996 and December 31, 1995. March 31, December 31, 1996 1995 -------- ----------- (Dollars in Thousands) Non-Accruing Loans One-to-four family real estate $ 72 $196 Nonresidential real estate 170 85 Commercial business 127 128 Consumer 33 32 ---- ---- Total 402 441 ---- ---- Restructured loans 64 94 Foreclosed Assets Real estate: One-to-four family 274 315 ---- ---- Total non-performing assets $740 $850 ==== ==== Total as a percentage of total assets 0.14% 0.16% ==== ==== Total non-performing loans $466 $535 ==== ==== Total as a percentage of total loans receivable, net 0.15% 0.17% ==== ==== 13 Total non-performing assets at March 31, 1996 were $740,000 a decrease of $110,000, or 12.9%, from $850,000 at December 31, 1995. The decrease was the result of principal payments received as a result of the sale of properties or loans being brought current through collection efforts. ASSET/LIABILITY MANAGEMENT HMN continues to focus its fixed-rate one-to-four family residential loan program on loans with contractual terms of 20 years or less. HMN also originates and purchases adjustable rate mortgages which have initial fixed rate terms of one to five years and then adjust annually each year thereafter. Refer to page 15 for table. 14 The following table sets forth the interest rate sensitivity of HMN's assets and liabilities at March 31, 1996, using certain assumptions that are described in more detail below: Maturing or Repricing ------------------------------------------- Over 6 6 Months Months to Over 1-3 Over 3-5 (DOLLARS IN THOUSANDS) or less One Year Years Years - - ----------------------------------------------------------------------------- Securities available for sale: Mortgage-backed and related securities<F1> $ 80,224 5,334 22,725 29,436 Other marketable securities 12,655 5,135 5,901 600 Securities held to maturity: Mortgage-backed and related securities<F1> 11,335 596 941 633 Other marketable securities 1,000 1,000 1,227 0 Loans receivable, net<F1><F2> Fixed rate one-to-four family<F3> 18,802 17,131 56,727 40,278 Adjustable rate one-to-four family<F3> 22,835 19,998 15,998 11,701 Multi family 6 4 49 0 Fixed rate commercial real estate 211 181 550 321 Adjustable rate commercial real estate 5,016 2,160 0 0 Commercial business 282 153 305 135 Consumer loans 7,656 1,533 3,142 1,553 Federal Home Loan Bank stock 0 0 0 0 Cash equivalents 8,376 0 0 0 ------- ------ ------- ------ Total interest-earning assets 168,398 53,225 107,565 84,657 ------- ------ ------- ------ Non-interest checking 2,017 0 0 0 NOW accounts 15,966 0 0 0 Passbooks 3,210 2,870 8,753 5,602 Money market accounts 1,920 1,718 5,242 3,355 Certificates 115,277 55,936 115,765 14,830 Federal Home Loan Bank advances 33,814 7,714 6,965 19,000 ------- ------ ------- ------ Total interest-bearing liabilities 172,204 68,238 136,725 42,787 ------- ------ ------- ------ Interest-earning assets less interest-bearing liabilities $ (3,806) (15,013) (29,160) 41,870 ======= ====== ====== ====== Cumulative interest-rate sensitivity gap $ (3,806) (18,819) (47,979) (6,109) ======= ====== ====== ====== Cumulative interest-rate gap as a percentage of total assets at March 31, 1996 (0.72)% (3.55)% (9.06)% (1.15)% ======= ====== ======= ====== Cumulative interest-rate gap as a percentage of interest-earning assets at December 31, 1995 (1.07) (7.53) ======= ====== Cumulative interest-rate gap as a percentage of interest-earning assets at December 31, 1994 (2.47) (2.26) ======= ====== Maturing or Repricing ------------------------------------- Over 5 No Stated (DOLLARS IN THOUSANDS) Years Maturity Total - - ------------------------------------------------------------------------------ Securities available for sale: Mortgage-backed and related securities<F1> $ 26,621 0 164,340 Other marketable securities 0 8,502 32,793 Securities held to maturity: Mortgage-backed and related securities<F1> 610 0 14,115 Other marketable securities 0 0 3,227 Loans receivable, net<F1><F2> Fixed rate one-to-four family<F3> 80,925 0 213,863 Adjustable rate one-to-four family<F3> 0 0 70,532 Multi family 0 0 59 Fixed rate commercial real estate 501 0 1,764 Adjustable rate commercial real estate 0 0 7,176 Commercial business 79 0 954 Consumer loans 1,690 0 15,574 Federal Home Loan Bank stock 0 3,802 3,802 Cash equivalents 0 0 8,376 ------- ------ ------- Total interest-earning assets 110,426 12,304 536,575 ------- ------ ------- Non-interest checking 0 0 2,017 NOW accounts 0 0 15,966 Passbooks 9,959 0 30,394 Money market accounts 5,964 0 18,199 Certificates 9 0 301,817 Federal Home Loan Bank advances 5,000 0 72,493 ------- ------- ------- Total interest-bearing liabilities 20,932 0 440,886 ------- ------- ------- Interest-earning assets less interest-bearing liabilities $ 89,494 12,304 95,689 ======= ======= ======= Cumulative interest-rate sensitivity gap $ 83,385 95,689 95,689 ======= ======= ======= Cumulative interest-rate gap as a percentage of total assets at March 31, 1996 15.74% 18.07% 18.07% ===== ===== ===== Cumulative interest-rate gap as a percentage of interest-earning assets at December 31, 1995 Cumulative interest-rate gap as a percentage of interest-earning assets at December 31, 1994 <FN> <F1>Schedule prepared based upon the earlier of contractual maturity or repricing date, if applicable, adjusted for scheduled repayments of principal and projected prepayments of principal based upon experience. <F2>Loans receivable are presented net of loans in process and deferred loan fees. <F3>Construction and development loans are all one-to-four family loans and therefore have been included in the fixed rate one-to-four family and adjustable rate one-to-four family lines. </FN> 15 The preceding table was prepared utilizing the following assumptions regarding prepayment and decay ratios which were determined by management based upon their review of historical prepayment speeds and future prepayment projections. Fixed rate loans were assumed to prepay at annual rates of between 5% to 24%, depending on the coupon and period to maturity. ARMs were assumed to prepay at annual rates of between 3% and 12%, depending on coupon and the period to maturity. Growing Equity Mortgage (GEM) loans were assumed to prepay at annual rates of between 8% and 27% depending on the coupon and the period to maturity. Mortgage-backed securities and Collateralized Mortgage Obligations (CMOs) were projected to have prepayments based upon the underlying collateral securing the instrument. Certificate accounts were assumed not to be withdrawn until maturity. Passbook and money market accounts were assumed to decay at an annual rate of 20%. Certain shortcomings are inherent in the method of analysis presented in the foregoing table. Although certain assets and liabilities may have similar maturities and periods of repricing, they may react in different degrees to changes in market interest rates. 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. Certain assets, such as adjustable- rate mortgages, have features which restrict changes in interest rates on a short-term basis and over the life of the asset. In the event of a change in interest rates, prepayment and early withdrawal levels would likely deviate significantly from those assumed in calculating the foregoing table. The ability of many borrowers to service their debt may decrease in the event of an interest rate increase. 16 HMN FINANCIAL, INC. PART II - OTHER INFORMATION ITEM 1. Legal Proceedings. None. ITEM 2. Changes in Securities. Not applicable ITEM 3. Defaults Upon Senior Securities. Not applicable. ITEM 4. Submission of Matters to a Vote of Security Holders. None. ITEM 5. Other Information. None. ITEM 6. Exhibits and Reports on Form 8-K. (a) Exhibits. See Index to Exhibits on page 19 of this report. (b) Reports on Form 8-K. A current report on Form 8-K was filed on February 9, 1996, to report the intent to repurchase 121,715 shares of HMN's common stock. 17 SIGNATURES Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. HMN FINANCIAL, INC. Registrant Date: May 10, 1996 /s/ Roger P. Weise ------------------- Roger P. Weise, Chairman, President and Chief Executive Officer (Duly Authorized Officer) Date: May 10, 1996 /s/ James B. Gardner --------------------- James B. Gardner, Executive Vice President (Principal Financial Officer) 18 HMN FINANCIAL, INC. INDEX TO EXHIBITS FOR FORM 10-Q Exhibit Sequentially Number Description Numbered Page - - ------- ----------- ------------- 11 Computation of Earnings Per Common Share 21 27 Financial Data Schedule 23 19