UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------------- FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] 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 NO.) 101 NORTH BROADWAY, PO BOX 231 55975-0231 SPRING VALLEY, MINNESOTA (ZIP CODE) (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (507) 346-1100 SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: COMMON STOCK, PAR VALUE $.01 PER SHARE (TITLE OF CLASS) Indicate by check mark 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 twelve months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such requirements for the past 90 days. YES X NO --- --- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] As of March 19, 1998, the Registrant had issued and outstanding 4,144,368 shares of the Registrant's Common Stock. The aggregate market value of the voting stock held by non-affiliates of the Registrant as of March 19, 1998 was $97.8 million. (The exclusion from such amount of the market value of the shares owned by any person shall not be deemed an admission by the Registrant that such person is an affiliate of the Registrant.) DOCUMENTS INCORPORATED BY REFERENCE Parts of the Registrant's Annual Report for the year ended December 31, 1997, are incorporated by reference in Parts II and IV of this Form 10-K. Parts of the Registrant's Proxy Statement dated March 30, 1998, are incorporated by reference in Part III of this Form 10-K. TABLE OF CONTENTS PART I PAGE ---- Item 1. Business . . . . . . . . . . . . . . . . . . . . . . 3 General . . . . . . . . . . . . . . . . . . . . . . 3 Lending Activities . . . . . . . . . . . . . . . . 4 Investment Activities . . . . . . . . . . . . . . 21 Sources of Funds . . . . . . . . . . . . . . . . 25 Other Information Service Corporations . . . . . . . . . . . . . 29 Competition . . . . . . . . . . . . . . . . . 29 Employees . . . . . . . . . . . . . . . . . . 30 Executive Officers . . . . . . . . . . . . . . 30 Regulation . . . . . . . . . . . . . . . . . . . 30 Taxation . . . . . . . . . . . . . . . . . . . . 40 Item 2. Properties . . . . . . . . . . . . . . . . . . . . 42 Item 3. Legal Proceedings . . . . . . . . . . . . . . . . . 43 Item 4. Submission of Matters to a Vote of Security Holders 43 PART II Item 5. Market for the Registrant's Common Stock and Related Stockholder Matters . . . . . . . . . . . 43 Item 6. Selected Financial Data . . . . . . . . . . . . . . 43 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . 43 Item 7A. Quantitative and Qualitative Disclosure About Market Risk. . . . . . . . . . . . . . . . . . . . 43 Item 8. Financial Statements and Supplementary Data . . . . 44 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure . . . . . . . 44 PART III Item 10. Directors and Executive Officers of the Registrant . . . . . . . . . . . . . . . . . . . . 44 Item 11. Executive Compensation . . . . . . . . . . . . . . 44 Item 12. Security Ownership of Certain Beneficial Owners and Management . . . . . . . . . . . . . . . . . . 44 Item 13. Certain Relationships and Related Transactions . . . 44 PART IV Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K . . . . . . . . . . . . . . . 45 Signatures . . . . . . . . . . . . . . . . . . . . . . . . . 48 Index to Exhibits . . . . . . . . . . . . . . . . . . . . . . 49 2 PART I ITEM 1. BUSINESS GENERAL HMN Financial, Inc. ("HMN" or the "Corporation"), was incorporated under the laws of the State of Delaware in March 1994 for the purpose of becoming the savings and loan holding company of Home Federal Savings Bank ("Home Federal" or the "Bank") in connection with the Bank's conversion from a federally chartered mutual savings bank to a federally chartered stock savings bank. Home Federal has a community banking philosophy and operates retail banking facilities in Minnesota and Iowa. The Bank has two wholly owned subsidiaries, Osterud Insurance Agency, Inc. (OAI) and MSL Financial Corporation (MSL), which offer financial planning products and services. HMN has two other wholly owned subsidiaries, Security Finance Corporation (SFC) and HMN Mortgage Services, Inc. (MSI). SFC invests in commercial loans and commercial real-estate loans located throughout the United States which were originated by third parties. MSI operates mortgage banking and mortgage brokerage facilities located in Eden Prairie and Brooklyn Park, Minnesota. On December 5, 1997 HMN, through its wholly owned subsidiary, the Bank, completed its merger with Marshalltown Financial Corporation (MFC) pursuant to a merger agreement dated July 1, 1997. Refer to Note 2 of the Notes to Consolidated Financial Statements in the Annual Report for information on assets acquired in the merger, HMN's Current Report on Form 8-K dated December 5, 1997, filed on December 10, 1997 (file no. 0-24100) for a copy of the merger agreement and HMN's Current Report on Form 8-K dated December 5, 1997, filed on February 11, 1998 (file no. 0-24100) for a copy of financial statements of the acquired company and pro forma financial information. As a community-oriented financial institution, HMN seeks to serve the financial needs of communities in its market area. HMN's business involves attracting deposits from the general public and using such deposits to originate or purchase one-to-four family residential mortgage loans and, to a lesser extent, consumer, construction, commercial real estate, commercial business and multi-family loans. HMN also invests in mortgage-backed and related securities, investment securities (consisting primarily of U.S. government and government agency obligations) and other permissible investments. The executive offices of HMN are located at 101 N. Broadway, PO Box 231, Spring Valley, Minnesota 55975- 0231. It's telephone number at that address is (507) 346-1100. MARKET AREA HMN serves the Minnesota counties of Fillmore, Freeborn, Houston, Mower, Olmsted and Winona and portions of Steele, Dodge, Goodhue and Wabasha Counties, Minnesota, through its main office located in Spring Valley, Minnesota and its six branch offices located in Albert Lea, Austin, LaCrescent, Rochester and Winona, Minnesota. The portion of HMN's market area consisting of Rochester and the contiguous communities is composed of primarily urban and suburban communities, while the balance of HMN's market area consists primarily of rural areas and small towns. Primary industries in HMN's market area include manufacturing, agriculture, health care, wholesale and retail trade, service industries and education. Major employers include IBM, the Mayo Clinic, Hormel, a food processing company, and various small industrial and other companies. HMN's market area is also the home of Winona State University, Rochester Community College, Austin Community College and several vocational/technical schools. HMN serves the Iowa counties of Marshall and Tama through its branch offices located in Marshalltown and Toledo. Major industries in the area are Swift & Company pork - processors, Fisher Controls Int. - valve and regulator manufacturing, Lennox Industries - furnace and air conditioner manufacturing, Iowa Veterans Home - hospital care, Marshall Community School District - education, Marshall Medical & Surgical Center - hospital care and Meskwaki Casino - gaming operation. 3 Based upon 1990 census information, the population of the six primary counties in the Bank's market area was as follows: Fillmore - 20,800; Freeborn - 33,000; Houston - 18,500; Mower - 37,300; Olmsted - 101,000; and Winona - 47,900. Based upon 1990 U.S. Department of Commerce information, per capita income in these six counties ranged from approximately $15,000 to $21,000. Based upon 1990 census information, the population of Marshall County was 38,280 and the population of Tama County was 17,419. Based upon 1990 U.S. Department of Commerce information, per capita income of the above mentioned Iowa counties ranged from $11,300 to $12,800. During the fourth quarter of 1996, HMN opened a mortgage banking office in Edina, Minnesota which has subsequently moved to Eden Prairie. The office primarily purchases loans from third party originators located in the seven county metropolitan area of Minneapolis and St. Paul and sells the loans in the secondary market or place the loans in HMN's loan portfolio. The new office also purchases mortgage servicing rights from third parties for the purpose of generating loan servicing income. LENDING ACTIVITIES GENERAL. Historically, the Bank originated 30-year, fixed-rate mortgage loans secured by one-to-four family residences. Since 1979, in order to reduce its vulnerability to changes in interest rates, the Bank has emphasized the origination or purchase of mortgage loans having shorter terms to maturity or repricing, such as 15-year, fixed-rate residential loans, Adjustable Rate Mortgage loans ("ARMs") and Graduated Equity Mortgage loans ("GEMs"). Starting in 1995 and throughout 1997 HMN offered a competitive home equity line of credit. HMN also offers consumer loans and, to a lesser extent, construction, commercial real estate, multi-family and commercial business loans. See "- Originations, Purchases and Sales of Loans and Mortgage-Backed and Related Securities." 4 LOAN PORTFOLIO COMPOSITION. The following information concerning the composition of HMN's loan portfolio in dollar amounts and in percentages (before deductions for loans in process, deferred fees and discounts and allowances for losses) as of the dates indicated. December 31, ------------------------------------------------------------------------------------------------------- 1997 1996 1995 1994 1993 ------------------ ------------------ --------------------- ----------------- ----------------- (DOLLARS IN THOUSANDS) Amount Percent Amount Percent Amount Percent Amount Percent Amount Percent -------- ------- -------- ------- ------- ------- -------- ------- -------- ------- REAL ESTATE LOANS: One-to-four family . . . $395,668 87.58% $321,340 90.19% $292,497 90.62% $252,943 91.14% $233,009 92.18% Multi-family . . . . . . 2,717 0.60 280 0.08 361 0.11 311 0.11 349 0.14 Commercial . . . . . . . 10,572 2.34 7,918 2.22 8,744 2.71 8,316 3.00 4,559 1.80 Construction or development . . . . . 5,725 1.27 3,474 0.98 5,082 1.58 2,799 1.01 3,309 1.31 ------- ------ ------- ------ ------- ------ ------- ------ ------- ------ Total real estate loans . . . . . . . 414,682 91.79 333,012 93.47 306,684 95.02 264,369 95.26 241,226 95.43 ------- ------ ------- ------ ------- ------ ------- ------ ------- ------ OTHER LOANS: Consumer loans: Savings account . . . . 1,362 0.30 938 0.26 1,210 0.37 648 0.23 872 0.34 Education . . . . . . . 123 0.03 467 0.13 342 0.11 2,007 0.72 1,819 0.72 Automobile . . . . . . 2,438 0.54 566 0.16 671 0.21 520 0.19 681 0.27 Home equity line . . . 19,490 4.31 11,881 3.33 3,509 1.09 0 0.00 0 0.00 Home equity . . . . . . 7,176 1.59 5,927 1.67 7,997 2.47 7,716 2.78 5,604 2.22 Home improvement . . . 652 0.14 585 0.16 785 0.24 870 0.31 912 0.36 Other . . . . . . . . . 624 0.14 568 0.16 545 0.17 502 0.19 586 0.23 ------- ------ ------- ------ ------- ------ ------- ------ ------- ------ Total consumer loans 31,865 7.05 20,932 5.87 15,059 4.66 12,263 4.42 10,474 4.14 Commercial business loans . . . . . . . . 5,226 1.16 2,344 0.66 1,018 0.32 897 0.32 1,089 0.43 ------- ------ ------- ------ ------- ------ ------- ------ ------- ------ Total other loans . . 37,091 8.21 23,276 6.53 16,077 4.98 13,160 4.74 11,563 4.57 ------- ------ ------- ------ ------- ------ ------- ------ ------- ------ Total loans . . . 451,773 100.00% 356,288 100.00% 322,761 100.00% 277,529 100.00% 252,789 100.00% ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ LESS: Loans in process . . . . 4,562 2,814 3,531 2,327 2,333 Unamortized discounts . 547 417 289 162 14 Net deferred loan fees . 1,847 1,695 1,899 2,147 2,507 Allowance for losses on loans . . . . . . . . 2,748 2,340 2,191 1,893 1,489 -------- -------- -------- -------- -------- Total loans receivable, net $442,069 $349,022 $314,851 $271,000 $246,446 -------- -------- -------- -------- -------- -------- -------- -------- -------- -------- 5 The following table shows the composition of HMN's loan portfolio by fixed and adjustable rate at the dates indicated. December 31, ------------------------------------------------------------------------------------------------- 1997 1996 1995 1994 1993 ---------------- ---------------- ---------------- ---------------- ---------------- (DOLLARS IN THOUSANDS) Amount Percent Amount Percent Amount Percent Amount Percent Amount Percent ------ ------- ------ ------- ------ ------- ------ ------- ------ ------- FIXED-RATE LOANS Real estate: One-to-four family GEM . . . . . . . . . . . . $ 53,258 11.79% $ 48,831 13.71% $ 30,175 9.35% $ 24,769 8.93% $ 22,304 8.83% Other . . . . . . . . . . . 256,263 56.72 187,519 52.63 181,401 56.20 168,272 60.63 171,503 67.84 ------- ------ ------- ------ ------- ------ ------- ------ ------- ------ Total one-to-four family . 309,521 68.51 236,350 66.34 211,576 65.55 193,041 69.56 193,807 76.67 Multi-family . . . . . . . . 2,490 0.55 223 0.06 302 0.10 311 0.11 349 0.13 Commercial . . . . . . . . . 1,914 0.42 1,276 0.36 1,518 0.47 1,612 0.58 626 0.25 Construction or development . 3,180 0.71 2,970 0.83 4,848 1.50 1,008 0.37 2,800 1.11 ------- ------ ------- ------ ------- ------ ------- ------ ------- ------ Total fixed-rate real estate loans . . . . . . 317,105 70.19 240,819 67.59 218,244 67.62 195,972 70.62 197,582 78.16 ------- ------ ------- ------ ------- ------ ------- ------ ------- ------ Consumer loans: Savings . . . . . . . . . . . 1,362 0.30 938 0.26 1,210 0.37 648 0.23 872 0.34 Education . . . . . . . . . . 0 0.00 434 0.12 299 0.09 1,278 0.46 1,819 0.72 Automobile . . . . . . . . . 2,437 0.54 566 0.16 671 0.21 520 0.19 681 0.27 Home equity . . . . . . . . . 6,701 1.48 5,338 1.50 7,254 2.25 7,258 2.62 5,604 2.22 Home improvement . . . . . . 652 0.14 585 0.16 785 0.24 870 0.31 912 0.36 Other . . . . . . . . . . . . 612 0.14 568 0.16 545 0.17 502 0.18 586 0.23 ------- ------ ------- ------ ------- ------ ------- ------ ------- ------ Total consumer loans . . . 11,764 2.60 8,429 2.36 10,764 3.33 11,076 3.99 10,474 4.14 ------- ------ ------- ------ ------- ------ ------- ------ ------- ------ Commercial business loans . . 5,226 1.16 1,344 0.38 1,018 0.32 897 0.32 1,089 0.43 ------- ------ ------- ------ ------- ------ ------- ------ ------- ------ Total other loans . . . . . 16,990 3.76 9,773 2.74 11,782 3.65 11,973 4.31 11,563 4.57 ------- ------ ------- ------ ------- ------ ------- ------ ------- ------ Total fixed-rate loans . . 334,095 73.95 250,592 70.33 230,026 71.27 207,945 74.93 209,145 82.73 ------- ------ ------- ------ ------- ------ ------- ------ ------- ------ ADJUSTABLE-RATE LOANS Real estate: One-to-four family . . . . . 86,147 19.07 84,990 23.85 80,921 25.07 59,901 21.58 39,202 15.51 Multi-family . . . . . . . . 227 0.05 57 0.02 59 0.02 0 0.00 0 0.00 Commercial . . . . . . . . . 8,658 1.92 6,642 1.87 7,226 2.24 6,704 2.42 3,933 1.56 Construction or development . 2,545 0.56 504 0.14 234 0.07 1,792 0.64 509 0.20 ------- ------ ------- ------ ------- ------ ------- ------ ------- ------ Total adjustable-rate real estate loans . . . . . . 97,577 21.60 92,193 25.88 88,440 27.40 68,397 24.64 43,644 17.27 Consumer . . . . . . . . . . . 20,101 4.45 12,503 3.51 4,295 1.33 1,187 0.43 0 0.00 Commercial business loans . . 0 0.00 1,000 0.28 0 0.00 0 0.00 0 0.00 ------- ------ ------- ------ ------- ------ ------- ------ ------- ------ Total adjustable-rate loans 117,678 26.05 105,696 29.67 92,735 28.73 69,584 25.07 43,644 17.27 ------- ------ ------- ------ ------- ------ ------- ------ ------- ------ Total loans . . . . . . . . 451,773 100.00% 356,288 100.00% 322,761 100.00% 277,529 100.00% 252,789 100.00% ------ ------ ------ ------ ------ ------- ------ ------- ------ ------- ------ ------- ------ ------- ------ LESS Loans in process . . . . . . . 4,562 2,814 3,531 2,327 2,333 Unamortized discounts . . . . 547 417 289 162 14 Net deferred loan fees . . . . 1,847 1,695 1,899 2,147 2,507 Allowance for losses on loans 2,748 2,340 2,191 1,893 1,489 -------- -------- -------- -------- -------- Total loans receivable, net $442,069 $349,022 $314,851 $271,000 $246,446 -------- -------- -------- -------- -------- -------- -------- -------- -------- -------- 6 The following schedule illustrates the interest rate sensitivity of HMN's loan portfolio at December 31, 1997. Loans which have adjustable or renegotiable interest rates are shown as maturing in the period during which the contract is due. Scheduled repayments of principal are reflected in the year in which they are scheduled to be paid. Real Estate ------------------------------------------------------ Multi-family and Commercial One-to-four family Commercial Construction Consumer Business Total ------------------ ---------------- ---------------- ---------------- ----------------- ---------------- Weighted Weighted Weighted Weighted Weighted Weighted Average Average Average Average Average Average (DOLLARS IN Amount Rate Amount Rate Amount Rate Amount Rate Amount Rate Amount Rate THOUSANDS) ------ -------- ------ -------- ------ -------- ------ -------- ------ -------- ------ -------- Due During Years Ending December 31, ------------ 1998(1) . . . . . . $ 23,133 7.31% $ 738 7.66% $ 1,018 8.73% $ 4,102 8.95% $ 946 8.66% $29,937 7.63% 1999 . . . . . . . 23,470 7.24 1,004 7.95 46 7.91 2,065 8.74 908 8.46 27,493 7.42 2000 . . . . . . . 23,334 7.19 794 7.66 57 7.91 1,705 8.65 1,179 8.72 27,069 7.36 2001 and 2002 . . . 46,695 7.31 1,879 8.37 151 7.92 2,224 8.66 1,138 8.12 52,087 7.43 2003 to 2007 . . . 116,578 7.35 4,398 8.55 609 7.93 21,343 8.99 1,055 10.21 143,983 7.65 2008 to 2022 . . . 146,861 7.52 4,476 7.95 3,139 7.83 426 9.23 0 0.00 154,902 7.54 2023 and following. 15,597 7.46 0 0.00 705 8.08 0 0.00 0 0.00 16,302 7.49 -------- ------- ------- ------- ------ ------- $395,668 $13,289 $ 5,725 $31,865 $5,226 $451,773 -------- ------- ------- ------- ------ ------- -------- ------- ------- ------- ------ ------- - - -------------------- (1) Includes demand loans, loans having no stated maturity, overdraft loans and education loans. The total amount of loans due after December 31, 1999 which have predetermined interest rates is $307.7 million, while the total amount of loans due after such dates which have floating or adjustable interest rates is $114.1 million. Construction or development loans for one-to-four family dwellings totaled $3.3 million, multi-family totaled $1.0 million, and non-residential totaled $1.4 million. 7 Under the Financial Institutions Reform, Recovery and Enforcement Act of 1989 ("FIRREA"), the aggregate amount of loans that the Bank is permitted to make to any one borrower is generally limited to 15% of unimpaired capital and surplus (25% if the security for such loan has a "readily ascertainable" value or 30% for certain residential development loans). At December 31, 1997, based upon the 15% limitation, the Bank's regulatory loans-to-one borrower limit was approximately $9.2 million. On the same date, the Bank had no borrowers with outstanding balances in excess of this amount. At December 31, 1997, the largest dollar amount outstanding to one borrower or group of related borrowers was $960,000. This loan, which is secured by a commercial office building in Des Moines, was performing in accordance with its terms at December 31, 1997. The Bank's Loan Committee is responsible for review and approval of all loans over the FHLMC/FNMA conforming loan dollar limits (the Limit) originated by the Bank. At December 31, 1997 the Limit was $214,600. Approval of one member of the Loan Committee is required on all loans ranging from the Limit to $500,000. Loans greater than $500,000 must be approved by the Board of Directors of the Bank or its Executive Committee after review and preliminary approval by the Loan Committee. All loans closed each month are reviewed by the Board of Directors at the monthly meeting. Under the Bank's loan policy, the loan officer processing an application is responsible for ensuring that all documentation is obtained prior to the submission of the application to the Loan Committee. In addition, the loan officer verifies that the application meets the Bank's underwriting guidelines described below. Also, each application is assigned to a reviewing officer who reviews the file to assure its accuracy and completeness. The Branch Manager or the designated underwriter has the authority to approve all conforming loans up to the Limit. All of the Bank's lending is subject to its written underwriting standards and to loan origination procedures. Decisions on loan applications are made on the basis of detailed applications and property valuations (consistent with the Bank's appraisal policy) by the Bank's staff appraiser or an independent appraiser. The loan applications are designed primarily to determine the borrower's ability to repay. The more significant items on the application are verified through use of credit reports, financial statements, tax returns and/or confirmations. During 1997 the Bank introduced the Home Credit Plus Program which relies on the credit score of the loan applicant instead of income, asset and employment verification procedures. The Bank also offers low or alternative documentation underwriting procedures which conform to FNMA underwriting guidelines. Generally, the Bank requires title insurance on its mortgage loans as well as fire and extended coverage casualty insurance in amounts at least equal to the principal amount of the loan or the value of improvements on the property, depending on the type of loan. The Bank also requires flood insurance to protect the property securing its interest when the property is located in a flood plain. ONE-TO-FOUR FAMILY RESIDENTIAL REAL ESTATE LENDING. The cornerstone of HMN's lending program is the origination of loans secured by mortgages on owner-occupied one-to-four family residences. At December 31, 1997, $395.7 million, or 87.58% of HMN's loan portfolio consisted of mortgage loans on one-to-four family residences. At December 31, 1997, $282.7 million of the residential loan portfolio was secured by properties located in HMN's market area. HMN had $120.0 million of purchased one-to-four family loans in its portfolio which were secured by properties located outside of its market area (primarily located in the Midwestern United States or the Southeastern United States). On December 5, 1997 the Bank merged with Marshalltown Financial Corporation ("MFC"). The Loan Portfolio Composition table includes for December 31, 1997 $62.9 million of one-to-four family residential loans, $2.3 of multi-family residential, $2.1 million of commercial real estate and $2.6 million of consumer loans which were acquired in the MFC merger. 8 Prior to 1979, the Bank originated for retention in its own portfolio 30-year fixed-rate loans secured by one-to-four family residential real estate. Beginning in 1979, the Bank began to emphasize the origination of fixed-rate loans with terms of 15 years or less for retention in its portfolio. In addition, in 1982, the Bank began to originate ARMs, subject to market conditions and consumer preference. Subsequently, the Bank also began to emphasize GEM originations. See "Management's Discussion and Analysis of Financial Condition and Results of Operations - Asset/Liability Management" in the Annual Report attached as Exhibit 13 hereto (the "Annual Report"). HMN currently offers conventional fixed-rate loans with maximum terms of up to 30 years although HMN generally sells originations of loans with terms to maturity of 30 years. The interest rate on such loans is generally set based on the FHLMC delivery rates, as well as, other competitive factors. At December 31, 1997, HMN had $256.3 million of fixed-rate one-to-four family loans (excluding GEM loans) or 56.72% of HMN's total loan portfolio with a weighted average contractual term to maturity of 13.5 years. HMN also offers one-year ARMs at a margin (generally 275 basis points) over the yield on the Average Monthly One Year U.S. Treasury Constant Maturity Index for terms of up to 30 years. The ARM loans currently offered by HMN allow the borrower to select (subject to pricing) an initial period of one year, three years, or five years between the loan origination and when the first interest rate change occurs. Generally the ARMs provide for an up to 200 basis point annual interest rate change cap and a lifetime cap generally 600 basis points over or under the initial rate. Initial interest rates offered on the ARM loans during 1997 ranged from 72 to 188 basis points below the fully indexed loan rate. All borrowers are now qualified for the loan at the fully indexed rate. See "-Delinquencies and Non-Performing Assets." In the past, the Bank offered one-year ARMs with a margin of 200 to 235 basis points over a specified index and an average annual cap of 145 basis points. At December 31, 1997, one-to-four family ARMs totaled $86.1 million, or 19.07% of HMN's total loan portfolio. HMN's originated ARMs do not permit negative amortization of principal, do not contain prepayment penalties and generally are not convertible into fixed-rate loans. HMN has $2.7 million of ARM loans purchased from a third party which are convertible at borrower's option into fixed-rate loans. It has an agreement with the third party to repurchase the ARM loans which convert to fixed rates at a stipulated price. The GEM loans carry required payments which increase after the first year. Under the GEM loans, the monthly payments required for the first year are established based on a 30-year amortization schedule. Depending upon the program selected, the payments may increase in the succeeding years by amounts ranging from 0% to 5%. Most of the GEM loans originated by HMN provide for at least three annual payment increases over the first five years of the loan. The increased payments required under GEM loans are applied to principal and have the effect of shortening the term to maturity; the GEM loans do not permit negative amortization. HMN currently offers two GEM programs, one with a contractual maturity of approximately 17 years and one with a contractual maturity of approximately 22 years. The GEMs are generally priced based upon loans with similar contractual maturities. The GEMs have been popular with consumers who anticipate future increases in income and who desire an amortization schedule of less than 30 years. HMN believes that GEMs may increase in popularity in the future if interest rates rise and consumers are less easily able to afford the higher monthly payments required by 15-year, fixed-rate loans. HMN has also originated a limited number of fixed-rate loans with terms up to 30 years which are insured by the Federal Housing Authority ("FHA"), Veterans Administration ("VA") and Minnesota Home Finance Administration ("MHFA"). In underwriting one-to-four family residential real estate loans, HMN evaluates both the borrower's ability to make principal, interest and escrow payments, the value of the property that will secure the loan and debt to income ratios. Properties securing one-to-four family residential real estate loans made by HMN are appraised by independent fee appraisers or by HMN's staff appraiser. HMN originates residential mortgage 9 loans with loan-to-value ratios of up to 95% for owner-occupied homes and up to 70% for non-owner occupied homes; however, private mortgage insurance is required to reduce HMN's exposure to 80% or less. HMN generally seeks to underwrite its loans in accordance with secondary market standards. HMN's residential mortgage loans customarily include due-on-sale clauses giving it the right to declare the loan immediately due and payable in the event that, among other things, the borrower sells or otherwise disposes of the property subject to the mortgage and the loan is not repaid. CONSTRUCTION LENDING. HMN makes construction loans to individuals for the construction of their residences, and to a much lesser extent, to builders for the construction of one-to-four family residences. It also makes a very limited number of loans to builders for houses built on speculation. The loan policy limits the total amount of construction loans outstanding at one time to 2.0% of assets. At December 31, 1997, HMN had $5.7 million of construction loans outstanding representing 1.3% of HMN's total loan portfolio. Almost all loans to individuals for the construction of their residences are structured as permanent loans. Such loans are made on the same terms as residential loans, except that during the construction phase, which typically lasts up to seven months, the borrower pays interest only. The borrower also pays a construction fee up to $800 at the time of origination. Residential construction loans are underwritten pursuant to the same guidelines used for originating residential loans on existing properties. Construction loans to builders or developers of one-to-four family residences generally carry terms of up to 15 years with a construction phase of up to seven months. Such loans generally do not permit the payment of interest from loan proceeds. At December 31, 1997, HMN had no construction loans to builders or developers. Construction loans to owner occupants are generally made in amounts of up to 95% of the lesser of cost or appraised value, but no more than 85% of the loan proceeds can be disbursed until the building is completed. The loan-to-value ratios on loans to builders are limited to 70%. Prior to making a commitment to fund a construction loan, HMN requires an appraisal of the property and financial data and verification of income on the borrower. It generally obtains personal guarantees for substantially all of its construction loans to builders. Personal financial statements of guarantors are also obtained as part of the loan underwriting process. All construction loans have been located in HMN's market area. Construction loans are obtained principally through continued business from builders and developers who have previously borrowed from the Bank, as well as referrals from existing customers and walk-in customers. The application process includes a submission to the Bank of accurate plans, specifications and costs of the project to be constructed. These items are used as a basis to determine the appraised value of the subject property. The nature of construction loans is such that they are more difficult to evaluate and monitor. The risk of loss on a construction loan is dependent largely upon the accuracy of the initial estimate of the property's value upon completion of the project and the estimated cost (including interest) of the project. If the estimate of value proves to be inaccurate, HMN may be confronted, at or prior to the maturity of the loan, with a project having a value which is insufficient to assure full repayment and/or the possibility of having to make substantial investments to complete and sell the project. Because defaults in repayment may not occur during the construction period it may be difficult to identify problem loans at an early stage. In such cases, HMN may be required to modify the terms of the loan. COMMERCIAL REAL ESTATE AND MULTI-FAMILY LENDING. HMN originates permanent commercial real estate and multi-family loans secured by properties located in its market area. It also purchases commercial real estate loans outside of its market area that are guaranteed by the Small Business Administration ("SBA") or originated by other third parties. At December 31, 1997, HMN had $10.6 million in commercial real 10 estate loans, representing 2.3% of HMN's total loan portfolio, and $2.7 million in multi-family loans, or 0.6% of its total loan portfolio. The commercial real estate and multi-family loan portfolio includes loans secured by motels, apartment buildings, churches, small office buildings, small business facilities, nursing homes and other non-residential building properties primarily located in Minnesota or Iowa. Permanent commercial real estate and multi-family loans are generally originated for a maximum term of 15 years and generally have adjustable interest rates. Prior to 1995 commercial real estate and multi-family loans could have either a fixed interest rate or an adjustable interest rate. Commercial real estate and multi-family loans are written in amounts of up to 70% of the lesser of the appraised value of the property or the purchase price and must have a debt service coverage ratio of at least 125%. The debt service coverage is the ratio of net cash from operations before payment of debt to debt service. HMN does not originate construction loans secured by commercial or multi-family real estate, but may purchase participation interests in third party originated construction loans secured by commercial or multi-family real estate. Appraisals on properties serving commercial real estate and multi-family loans originated by HMN are performed by independent appraisers prior to the time the loan is made. Generally all appraisals on commercial and multi-family real estate are reviewed by a member of the Bank's Loan Committee. The Bank's underwriting procedures require verification of the borrower's credit history, income and financial statements, banking relationships, references and income projections for the property. It also requires personal guarantees from the borrowers. In addition, HMN performs an annual on-site inspection on collateral properties for loans with balances in excess of $250,000. At December 31, 1997, HMN's two largest commercial real estate loans totaled $960,000 and $882,000. The first loan is secured by a commercial office building located in Des Moines, Iowa and the second loan is secured by a motel located in Rochester, Minnesota near the Mayo Clinic. Both of these loans were performing at December 31, 1997. Multi-family and commercial real estate loans generally present a higher level of risk than loans secured by one-to-four family residences. This greater risk is due to several factors, including the concentration of principal in a limited number of loans and borrowers, the effects of general economic conditions on income producing properties and the increased difficulty of evaluating and monitoring these types of loans. Furthermore, the repayment of loans secured by multi-family and commercial real estate is typically dependent upon the successful operation of the related real estate project. If the cash flow from the project is reduced (for example, if leases are not obtained or renewed), the borrower's ability to repay the loan may be impaired. At December 31, 1997, HMN had one commercial real estate loan totaling $79,000 and no multi-family loans which were 90 days or more delinquent. CONSUMER LENDING. HMN originates a variety of different types of consumer loans, including home equity loans (open-end and closed-end), education, automobile, home improvement, deposit account and other loans for household and personal purposes. At December 31, 1997, consumer loans totaled $31.9 million, or 7.05% of total loans outstanding. Consumer loan terms vary according to the type and value of collateral, length of contract and creditworthiness of the borrower. HMN's consumer loans are made at fixed and adjustable interest rates, with terms of up to 20 years for secured loans and up to three years for unsecured loans. HMN's home equity loans are written so that the total commitment amount, when combined with the balance of any other outstanding mortgage liens, may not exceed 90% of the appraised value of the property. The closed-end home equity loans are written with fixed or adjustable rates with terms of up to 15 years. The open-end home equity lines are written with an adjustable rate with terms of up to 20 years, a 10 year 11 draw period which requires "interest only" payments and a 10 year repayment period which fully amortizes the outstanding balance. The consumer may access the open-end home equity line either by making a withdrawal at the Bank or writing a check on the home equity line of credit account. At December 31, 1997, HMN's home equity loans totaled $7.2 million, or 1.6% of the total loan portfolio and the home equity lines totaled $19.5 million, or 4.3% of the total loan portfolio. The underwriting standards employed by the Bank for consumer loans include a determination of the applicant's payment history on other debts and ability to meet existing obligations and payments on the proposed loan. Although creditworthiness of the applicant is of primary consideration, the underwriting process also includes a comparison of the value of the security, if any, in relation to the proposed loan amount. Consumer loans may entail greater credit risk than do residential mortgage loans, particularly in the case of consumer loans which are unsecured or are secured by rapidly depreciable assets, such as automobiles. In such cases, any repossessed collateral for a defaulted consumer loan may not provide an adequate source of repayment of the outstanding loan balance as a result of the greater likelihood of damage, loss or depreciation. In addition, consumer loan collections are dependent on the borrower's continuing financial stability, and thus are more likely to be affected by adverse personal circumstances. Furthermore, the application of various federal and state laws, including bankruptcy and insolvency laws, may limit the amount which can be recovered on such loans. At December 31, 1997, $44,000 of the consumer loan portfolio was non-performing. There can be no assurance that delinquencies will not increase in the future. COMMERCIAL BUSINESS LENDING. In order to satisfy the demand for financial services available to individuals and businesses in its market area, HMN has maintained a portfolio of commercial business loans primarily to small retail operations, small manufacturing concerns and professional firms. Most of HMN's commercial business loans have terms ranging from six months to five years and carry fixed interest rates. HMN's commercial business loans generally include personal guarantees and are usually, but not always, secured by business assets such as inventory, equipment, fixtures, real estate and accounts receivables. The underwriting process for commercial business loans includes consideration of the borrower's financial statements, tax returns, projections of future business operations and inspection of the subject collateral, if any. HMN has also purchased participation interests in commercial business loans from third party originators. The underlying collateral for the loans are generally equipment and generally have repayment periods of less than ten years. At December 31, 1997, HMN had $5.2 million of commercial business loans outstanding, or 1.3% of the total loan portfolio. In addition, on that date, HMN had $20,000 of letters of credit outstanding. Unlike residential mortgage loans, which generally are made on the basis of the borrower's ability to make repayment from his or her employment and other income, and which are secured by real property whose value tends to be more easily ascertainable, commercial business loans are of higher risk and typically are made on the basis of the borrower's ability to make repayment from the cash flow of the borrower's business. As a result, the availability of funds for the repayment of commercial business loans may be substantially dependent on the success of the business itself. Further, the collateral securing the loans may depreciate over time, may be difficult to appraise and may fluctuate in value based on the success of the business. At December 31, 1997, there were no delinquent commercial business loans. 12 ORIGINATIONS, PURCHASES AND SALES OF LOANS AND MORTGAGE-BACKED AND RELATED SECURITIES Real estate loans are generally originated by HMN's staff of salaried and commissioned loan officers. Loan applications are taken and processed in all branch offices. While HMN originates both fixed and adjustable-rate loans, its ability to originate loans is dependent upon the relative customer demand for loans in its market. Demand is affected by the interest rate environment. During the last several years, the dollar volume of conventional fixed-rate, one-to-four family loans has exceeded the dollar volume of GEMs and ARMs. Currently, substantially all residential mortgage loans originated by the Bank are retained in the loan portfolio except 30 year fixed rate loans. In order to supplement loan demand in HMN's market area and geographically diversify its loan portfolio, HMN purchases real estate loans from selected sellers, with yields based upon current market rates. HMN carefully reviews and underwrites all loans to be purchased to ensure that they meet HMN's underwriting standards. The seller generally continues to service these purchased loans. During 1997, HMN originated $70.3 million of real estate and consumer loans and it purchased $67.2 million of single family residential loans originated outside of its market area. The majority of the purchased loans have interest rates that are fixed for a one, three or five year period and then adjust annually thereafter or were 15 year fixed rate loans. All purchased loans are reviewed to determine that each loan meets certain underwriting requirements. Refer to Note 5 of the Notes to Consolidated Financial Statements in the Annual Report for more information on purchased loans. HMN has substantial holdings of mortgage-backed and related securities which are held, depending on the investment intent, in the "available for sale" portfolio. During 1997, HMN purchased $3.4 million of mortgaged-backed securities and $24.0 million of mortgage-related securities, primarily CMOs. See "- Investment Activities." During the same period, HMN sold $67.9 million of mortgage-backed and related securities. 13 The following table shows the loan and mortgage-backed and related securities origination, purchase, sale and repayment activities of HMN for the periods indicated. Year Ended December 31, (DOLLARS IN THOUSANDS) LOANS 1997 1996 1995 ------------------------- ORIGINATIONS BY TYPE: Adjustable-rate: Real estate - one-to-four family . . . . . . . . $ 1,987 5,441 2,117 - multi-family . . . . . . . . . . . 0 0 58 - commercial . . . . . . . . . . . . 1,000 0 0 - construction or development . . . 375 916 691 Non-real estate - consumer . . . . . . . . . . . 16,871 12,012 4,575 --------- ------ ------ Total adjustable-rate . . . . . . . . . . 20,233 18,369 7,441 --------- ------ ------ Fixed-rate: Real estate - one-to-four family . . . . . . . . 32,024 27,036 23,565 - multi-family . . . . . . . . . . . 263 145 0 - commercial . . . . . . . . . . . . 50 30 150 - construction or development . . . 6,539 6,181 4,847 Non-real estate - consumer . . . . . . . . . . . 7,579 4,583 7,267 - commercial business . . . . . 1,409 430 610 --------- ------ ------ Total fixed-rate . . . . . . . . . . . . . 47,864 38,405 36,439 --------- ------ ------ Total loans originated . . . . . . . . . . 68,097 56,774 43,880 --------- ------ ------ Purchases: Real estate - one-to-four family . . . . . . . . 67,213 55,839 47,136 Commercial real estate guaranteed by SBA . . . . 0 0 946 Construction or development . . . . . . . . . . 2,425 0 0 Non-real estate - commercial business . . . . . 2,174 1,500 0 --------- ------ ------ Total purchased . . . . . . . . . . . . . 71,812 57,339 48,082 ACQUISITION: Real estate - one-to-four family . . . . . . . . 63,328 0 0 - multi-family . . . . . . . . . . . 2,308 0 0 - commercial . . . . . . . . . . . . 2,099 0 0 Non-real estate - consumer . . . . . . . . . . . 2,599 0 0 --------- ------ ------ Total loans acquired . . . . . . . . . . . 70,334 0 0 TRANSFERS FROM LOANS HELD FOR SALE . . . . . . . . 96 0 0 SALES AND REPAYMENTS: Real estate - one-to-four family . . . . . . . . 8,969 2,310 2,414 Non-real estate - consumer . . . . . . . . . . . 339 176 1,791 --------- ------ ------ Total sales . . . . . . . . . . . . . . . 9,308 2,486 4,205 Loans securitized and transferred to securities 16,526 15,441 0 Transfers to loans held for sale . . . . . . . . 21,211 1,407 0 Principal repayments . . . . . . . . . . . . . . 64,846 58,262 39,215 --------- ------ ------ Total reductions . . . . . . . . . . . . . 111,891 77,596 43,420 --------- ------ ------ Increase (decrease) in other items, net . . . . (2,963) (2,990) (3,310) --------- ------ ------ Net increase . . . . . . . . . . . . . . . $ 95,485 33,527 45,232 --------- ------ ------ --------- ------ ------ MORTGAGE-BACKED AND RELATED SECURITIES Loans securitized and transferred to $ 16,526 15,441 0 securities . . . . . . . . . . . . . . . . PURCHASES: Mortgage-backed securities:(1) Adjustable-rate . . . . . . . . . . . . . . . . 0 0 0 Fixed-rate . . . . . . . . . . . . . . . . . . 3,426 7,266 10,139 CMOs and REMICs: Adjustable-rate . . . . . . . . . . . . . . . . 3,417 6,527 55,321 Fixed-rate . . . . . . . . . . . . . . . . . . 20,617 43,831 11,881 --------- ------ ------ Total purchases . . . . . . . . . . . . . . 27,460 57,624 77,341 --------- ------ ------ ACQUISITION: Adjustable rate . . . . . . . . . . . . . . . . 12,522 0 0 Fixed rate . . . . . . . . . . . . . . . . . . . 25,738 0 0 --------- ----- ------ Total acquisitions . . . . . . . . . . . . 38,260 0 0 --------- ------ ------ 14 SALES: Mortgage-backed securities:(1) Adjustable-rate . . . . . . . . . . . . . . . . 9,535 0 23,073 Fixed-rate . . . . . . . . . . . . . . . . . . 344 24,786 11,953 CMOs and REMICs: Adjustable-rate . . . . . . . . . . . . . . . . 26,486 23,876 9,008 Fixed-rate . . . . . . . . . . . . . . . . . . 31,529 32,487 13,681 --------- ------ ------ Total sales . . . . . . . . . . . . . . . . 67,894 81,149 57,715 --------- ------ ------ PRINCIPAL REPAYMENTS: Decrease in other items, net . . . . . . . . . . 13,578 28,915 4,440 --------- ------ ------ Net increase (decrease) . . . . . . . . . . . $ 774 (36,999) 15,186 --------- ------ ------ --------- ------ ------ - - ------------------- (1) Consists of pass-through securities. 15 DELINQUENCIES AND NON-PERFORMING ASSETS DELINQUENCY PROCEDURES. When a borrower fails to make a required payment on a loan, HMN attempts to cure the delinquency by contacting the borrower. A late notice is sent on all loans over 16 days delinquent. Additional written and verbal contacts may be made with the borrower between 30 and 60 days after the due date. If the loan is contractually delinquent 90 days, HMN usually sends a 30-day demand letter to the borrower and, after the loan is contractually delinquent 120 days, institutes appropriate action to foreclose on the property. If foreclosed, the property is sold at a sheriff's sale and may be purchased by HMN. Delinquent consumer loans are generally handled in a similar manner. HMN's procedures for repossession and sale of consumer collateral are subject to various requirements under state consumer protection laws. Real estate acquired by HMN as a result of foreclosure or by deed in lieu of foreclosure is classified as real estate in judgement for six months to one year and thereafter as real estate owned until it is sold. When property is acquired or expected to be acquired by foreclosure or deed in lieu of foreclosure, it is recorded at the lower of cost or estimated fair value, less the estimated cost of disposition. After acquisition, all costs incurred in maintaining the property are expensed. Costs relating to the development and improvement of the property, however, are capitalized to the extent of fair value less disposition cost. The following table sets forth HMN's loan delinquencies by type, by amount and by percentage of type at December 31, 1997. Loans Delinquent For: ------------------------------------------------------------------- Total Delinquent 60-89 Days 90 Days and Over Loans ------------------------------ ------------------------------- ---------------------------- Percent Percent Percent of Loan of Loan of Loan (DOLLARS IN THOUSANDS) Number Amount Category Number Amount Category Number Amount Category ------ ------ -------- ------ ------ -------- ------ ------ -------- One-to-four family real estate . . . . 5 $ 412 0.10 % 8 $ 541 0.14% 13 $ 953 0.24% Multi-family . . . . 0 0 0.00 0 0 0.00 0 0 0.00 Commercial . . . . . 0 0 0.00 1 79 0.75 1 79 0.75 Construction or development . . . . 0 0 0.00 0 0 0.00 0 0 0.00 Consumer . . . . . . 3 26 0.08 6 45 0.14 9 71 0.22 Commercial business . . . . . . 0 0 0.00 0 0 0.00 0 0 0.00 --- ----- --- ----- --- ------ Total . . . . . . 8 $ 438 0.10 % 15 $ 665 0.15% 23 $1,103 0.24% --- ----- --- ----- --- ------ --- ----- --- ----- --- ------ CLASSIFICATION OF ASSETS. Federal regulations require that each savings institution classify its own assets on a regular basis. In addition, in connection with examinations of savings institutions, OTS and FDIC examiners have authority to identify problem assets and, if appropriate, require them to be classified. There are three classifications for problem assets: Substandard, Doubtful and Loss. Substandard assets have one or more defined weaknesses and are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected. Doubtful assets have the weaknesses of Substandard assets, with the additional characteristics that the weaknesses make collection or liquidation in full on the basis of currently existing facts, conditions and values questionable, and there is a high possibility of loss. An asset classified as Loss is considered uncollectible and of such little value that continuance as an asset on the balance sheet of the institution is not warranted. Assets classified as Substandard or Doubtful require the institution to establish prudent general allowances for loan losses. If an asset or portion thereof is classified as Loss, the institution must either establish specific allowances for loan losses in the amount of 100% of the portion of the asset classified as Loss, or charge off such amount. If an institution does not agree with an examiner's classification of an asset, it may appeal this determination to the District Director of the OTS. On the basis of management's review of its assets, at December 31, 1997, the Bank had classified a total of $901,000 of its loans and other assets as follows: 16 One-to- Commercial Real (DOLLARS IN Four Construction or Estate and Commercial THOUSANDS) Family Development Multi-Family Consumer Business ------- --------------- ---------------- -------- ---------- Substandard . . . . . $ 722 0 79 53 45 Doubtful . . . . . . 0 0 0 0 0 Loss . . . . . . . . 0 0 0 2 0 --- --- --- --- --- Total . . . . . . $ 722 0 79 55 45 --- --- --- --- --- --- --- --- --- --- The Bank's classified assets consist of the non-performing loans and loans and other assets of concern discussed herein. As of the date hereof, these asset classifications are materially consistent with those of the OTS and FDIC. NON-PERFORMING ASSETS. Loans are reviewed quarterly and any loan whose collectibility is doubtful is placed on non-accrual status. Loans are placed on nonaccrual 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 collectibility of the loan. Restructured loans include the Bank's troubled debt restructurings (which involved forgiving a portion of interest or principal on any loans or making loans at a rate materially less than the market rate). Foreclosed assets include assets acquired in settlement of loans. The following table sets forth the amounts and categories of non-performing assets in the Bank's portfolio. December 31, ------------------------------------------- (DOLLARS IN THOUSANDS) 1997 1996 1995 1994 1993 ------ ------ ------ ------ ------ Non-accruing loans: Real estate: One-to-four family . . . . . $ 177 235 196 178 80 Multi-family . . . . . . . . 0 0 0 0 0 Commercial real estate . . . 79 83 85 0 0 Consumer . . . . . . . . . . 7 7 32 57 58 Commercial business . . . . 0 13 128 0 --- --- --- --- --- Total . . . . . . . . . . 263 338 441 235 138 --- --- --- --- --- Accruing loans delinquent 90 One-to-four family . . . . . 365 0 0 0 23 Consumer . . . . . . . . . . 37 0 0 0 0 --- --- --- --- --- Total . . . . . . . . . . 402 0 0 0 23 --- --- --- --- --- Restructured loans: Multi-family . . . . . . . . 0 0 94 199 0 Foreclosed assets: Real estate: One-to-four family . . . . . 142 23 315 64 316 Commercial real estate . . . 0 0 0 0 95 Construction or development 0 0 0 0 0 Consumer . . . . . . . . . . 0 0 0 0 10 --- --- --- --- --- Total . . . . . . . . . . 142 23 315 64 421 --- --- --- --- --- Total non-performing assets . . $ 807 361 850 498 582 --- --- --- --- --- --- --- --- --- --- Total as a percentage of total assets . . . . . . . . . . . . 0.12 % 0.07 % 0.16 % 0.10 % 0.14% ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- Total non-performing loans . . $ 665 $ 338 $ 535 $ 434 $ 161 ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- Total as a percentage of total loans receivable, net . . . . 0.15 % 0.10 % 0.17 % 0.16 % 0.07% ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- 17 For the year ended December 31, 1997, gross interest income which would have been recorded had the non-accruing loans been current in accordance with their original terms amounted to $27,690. The amounts that were included in interest income on such loans during 1997 were $14,444. Total non-performing assets were $807,000 at December 31, 1997, an increase of $446,000, compared to $361,000 at December 31, 1996. The increase in non-performing assets is primarily the result of three one-to-four family purchased loans totaling $365,000 that are behind on their payments by more than 90 days and the foreclosure of two one-to-four family mortgages totaling $142,000. The decrease in the non-accruing loans is the result of the normal inflow and outflow of delinquent loans caused by borrowers getting behind on their payments and then bringing the loans current again. Total non-performing assets were $361,000 at December 31, 1996, a decrease of $489,000, compared to $850,000 at December 31, 1995. The decrease in non-performing assets is the result of the sale of foreclosed assets of $315,000, the charge-off of $72,000 of commercial loans, and the normal inflow and outflow of delinquent loans caused by borrowers getting behind on their payments and then bringing the loans current again. OTHER LOANS OF CONCERN. In addition to the non-performing assets set forth in the table above, as of December 31, 1997 there were $94,000 of loans with respect to which known information about the possible credit problems of the borrowers or the cash flows of the secured properties have caused management to have concerns as to the ability of the borrowers to comply with present loan repayment terms and which may result in the future inclusion of such items in the non-performing asset categories. Management has considered the Bank's non-performing and "of concern" assets in establishing its allowance for loan losses. 18 ALLOWANCE FOR LOSSES ON LOANS. The following table sets forth an analysis of the Bank's allowance for loan losses for the year ended: (DOLLARS IN THOUSANDS) 1997 1996 1995 1994 1993 ------ ------ ------ ------ ------ Balance at beginning of year . . . $2,341 2,191 1,893 1,489 831 MFC allowance for losses acquired . 122 0 0 0 0 CHARGE-OFFS Real estate: One-to-four family . . . . . . . (4) 0 (1) (6) (1) Multi-family . . . . . . . . . . 0 (88) 0 0 0 Consumer . . . . . . . . . . . . (7) (1) 0 0 (1) Commercial business . . . . . . . (12) (61) (1) 0 0 ------ ------ ------ ------ ------ (23) (150) (2) (6) (2) ------ ------ ------ ------ ------ RECOVERIES Real estate: Commercial business . . . . . . . 8 0 0 0 0 ------ ------ ------ ------ ------ 8 0 0 0 0 Net charge-offs . . . . . . . . . . (15) (150) (2) (6) (2) Additions charged to operations . . 300 300 300 410 660 ------ ------ ------ ------ ------ Balance at end of year . . . . . . $2,748 2,341 2,191 1,893 1,489 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Ratio of net charge-offs during the year to average loans outstanding during the year . . . . . . . . . . 0.01% 0.05% 0.00% 0.00% 0.00% ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Ratio of allowance for losses on loans to total non-performing loans, at end of year . . . . . . . . . . 413.17 691.84 409.13 436.52 924.84 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ 19 The distribution of the Bank's allowance for losses on loans at the dates indicated is summarized as follows: December 31, --------------------------------------------------------------------------------------------------------- 1997 1996 1995 1994 1993 ------------------- ------------------- ------------------ ------------------- ------------------ Percent Percent Percent Percent Percent of Loans of Loans of Loans of Loans of Loans in Each in Each in Each in Each in Each Category Category Category Category Category to Total to Total to Total to Total to Total (DOLLARS IN THOUSANDS) Amount Loans Amount Loans Amount Loans Amount Loans Amount Loans -------- -------- -------- -------- -------- -------- -------- -------- -------- -------- Real Estate: One-to-four family . . $ 560 87.58% $ 496 90.19% $ 452 90.62% $ 475 92.18% $ 374 92.18% Multi-family . . . . . . 80 0.60 8 0.08 21 0.11 21 0.14 10 0.14 Commercial real estate . 198 2.34 113 2.22 125 2.71 128 1.80 140 1.80 Construction or development. . . . . . . 172 1.27 104 0.98 153 1.58 84 1.31 1 1.31 Consumer . . . . . . . . 527 7.05 473 5.87 286 4.66 280 4.14 234 4.14 Commercial business . . . 46 1.16 29 0.66 37 0.32 27 0.43 30 0.43 Unallocated . . . . . . . 1,165 0.00 1,118 0.00 1,117 0.00 878 0.00 700 0.00 -------- -------- -------- -------- -------- -------- -------- -------- -------- -------- Total . . . . . . . .$ 2,748 100.00% $ 2,341 100.00% $ 2,191 100.00% $ 1,893 100.00% $ 1,489 100.00% -------- -------- -------- -------- -------- -------- -------- -------- -------- -------- -------- -------- -------- -------- -------- -------- -------- -------- -------- -------- 20 The allowance for losses on loans is established through a provision for losses on loans charged to earnings based on management's evaluation of the risk inherent in its entire loan portfolio and changes in the nature and volume of its loan activity. Such evaluation, which includes a review of all loans of which full collectibility may not be reasonably assured, considers specific occurrences, general and local economic conditions, loan portfolio composition, historical and local experience and other factors that warrant recognition in providing for an adequate allowance for loan losses. In determining the general reserves under these policies, historical charge-offs and recoveries, changes in the mix and levels of the various types of loans, the general level of non-performing assets and the anticipated net realizable values, the current loan portfolio and current economic conditions are considered. The Bank also requires additional reserves for all classified loans. While management believes that it uses the best information available to determine the allowance for losses on loans, unforeseen market conditions could result in adjustments to the allowance for losses on loans, and net earnings could be significantly affected, if circumstances differ substantially from the assumptions used in making the final determination. INVESTMENT ACTIVITIES HMN and the Bank utilize the available for sale securities portfolio in virtually all aspects of asset/liability management strategy. In making investment decisions, the Investment/Asset - Liability Committee considers, among other things, the yield and interest rate objectives, the credit risk position and the projected cash flow requirements. The Bank must maintain minimum levels of investments that qualify as liquid assets under OTS regulations. Liquidity may increase or decrease depending upon the availability of funds and comparative yields on investments in relation to the return on loans. Cash flow projections are regularly reviewed and updated to assure that adequate liquidity is maintained. At December 31, 1997, the Bank's liquidity ratio (liquid assets as a percentage of net withdrawable savings deposits and current borrowings) was 19.39%. The Bank's level of liquidity is a result of management's asset/liability strategy. See "Regulation - Liquidity." SECURITIES. Federally chartered savings institutions have the authority to invest in various types of liquid assets, including United States Treasury obligations, securities of various federal agencies, certain certificates of deposit of insured banks and savings institutions, certain bankers' acceptances, repurchase agreements and federal funds. Subject to various restrictions, federally chartered savings institutions may also invest their assets in commercial paper, investment grade corporate debt securities and mutual funds whose assets conform to the investments that a federally chartered savings institution is otherwise authorized to make directly. The investment strategy of HMN and the Bank has been directed toward a mix of high-quality assets (primarily government and agency obligations) with short and intermediate terms to maturity. At December 31, 1997, HMN did not own any investment securities of a single issuer which exceeded 10% of HMN's stockholder's equity other than U.S. government or federal agency obligations. The Bank invests a portion of its liquid assets in interest-earning overnight deposits of the Federal Home Loan Bank ("FHLB") of Des Moines and various money market mutual funds. Other investments include high grade medium-term (up to three years) corporate debt securities, medium-term federal agency notes, and a variety of other types of mutual funds which invest in adjustable-rate, mortgage-backed securities, asset-backed securities, repurchase agreements and U.S. Treasury and agency obligations. HMN invests in the same type of investment securities as the Bank and also invests in taxable and tax exempt municipal obligations and corporate equities such as preferred and common stock. See Notes 3 and 4 of the Notes to Consolidated Financial Statements in the Annual Report for additional information regarding HMN's securities portfolio. 21 The following table sets forth the composition of HMN's securities portfolio, excluding mortgage-backed and related securities, at the dates indicated. December 31, ------------------------------------------------------------------------------------------- 1997 1996 ------------------------------------------ -------------------------------------------- Amortized Adjusted Market % of Amortized Adjusted Market % of (DOLLARS IN THOUSANDS) Cost To Value Total Cost To Value Total --------- -------- ------ ----- --------- -------- ------ ----- Securities available for sale: U.S. government and agency obligations . . . . . . . . . . $ 43,403 (60) 43,343 49.98% $29,600 (322) 29,278 49.93% Municipal obligations . . . . . . 0 0 0 0.00 0 0 0 0.00 Corporate debt . . . . . . . . . 2,903 0 2,903 3.35 1,091 1 1,092 1.86 Corporate equity(1) . . . . . . . 8,017 1,021 9,038 10.42 7,796 386 8,182 13.96 Stock of federal agencies(1). . . 14,034 605 14,639 16.88 3,874 49 3,923 6.69 Securities held to maturity: U.S. agency obligations . . . . . 0 0 0.00 0 0 0.00 Municipal obligations . . . . . . 0 0 0.00 0 0 0.00 Corporate debt . . . . . . . . . 0 0 0.00 1,000 1,001 1.71 --------- ------ ----- --------- ------ ----- Subtotal . . . . . . . . . . . 68,357 69,923 80.63 43,361 43,476 74.15 FHLB stock . . . . . . . . . . 7,432 7,432 8.57 5,434 5,434 9.27 --------- ------ ----- --------- ------ ----- Total investment securities and FHLB stock. . . . . . . . . 75,789 77,355 89.20 48,795 48,910 83.42 --------- ------ ----- --------- ------ ----- Average remaining life of investment securities excluding FHLB stock. . . . . . . . . . . . 2.5 years 3.4 years Other Interest-earning Assets: Cash equivalents . . . . . . . . 9,365 9,365 10.80 9,718 9,718 16.58 --------- ------ ----- --------- ------ ----- Total . . . . . . . . . . . . . $ 85,154 86,720 100.00% $58,513 58,628 100.00% --------- ------ ----- --------- ------ ----- --------- ------ ----- --------- ------ ----- Average remaining life or term to repricing of investment securities and other interest-earning assets, excluding FHLB stock . . . . . 2.3 years 2.8 years December 31, ------------------------------------------ 1995 ------------------------------------------ Amortized Adjusted Market % of (DOLLARS IN THOUSANDS) Cost To Value Total --------- -------- ------ ----- Securities available for sale: U.S. government and agency obligations . . . . . . . . . . $ 21,896 (566) 21,330 50.58% Municipal obligations . . . . . . 1,600 1 1,601 3.80 Corporate debt . . . . . . . . . 851 9 860 2.04 Corporate equity(1) . . . . . . . 6,898 174 7,072 16.77 Stock of federal agencies(1). . . 1,004 37 1,041 2.47 Securities held to maturity: U.S. agency obligations . . . . . 0 0 0.00 Municipal obligations . . . . . . 228 229 0.54 Corporate debt . . . . . . . . . 2,999 2,995 7.10 --------- ------ ----- Subtotal . . . . . . . . . . . 35,476 35,128 83.30 FHLB stock . . . . . . . . . . . . 3,802 3,802 9.02 --------- ------ ----- Total investment securities and FHLB stock . . . . . . . . 39,278 38,930 92.32 Average remaining life of investment securities excluding FHLB stock . . . . . . . . . . . 3.0 years Other Interest-earning Assets: Cash equivalents . . . . . . . . $ 3,238 3,238 7.68 --------- ------ ----- Total . . . . . . . . . . . . . 42,516 42,168 100.00% --------- ------ ----- --------- ------ ----- Average remaining life or term to repricing of investment securities and other interest-earning assets, excluding FHLB stock . . . . . . . 2.7 years (1)Average life assigned to corporate equity holdings and stock of federal agencies is five years. 22 The composition and maturities of the securities portfolio, excluding FHLB stock, mortgage-backed and other related securities, are indicated in the following table. December 31, 1997 ------------------------------------------------------------------------------------------ After 1 After 5 1 Year through 5 through 10 No Stated Total or Less Years Years Maturity Securities --------- --------- --------- --------- ------------------------------------ Amortized Amortized Amortized Amortized Amortized Adjusted Market (DOLLARS IN THOUSANDS) Cost Cost Cost Cost Cost To Value --------- --------- --------- --------- --------- -------- --------- Securities available for sale: U.S. government securities . . . . $ 11,482 31,921 0 0 43,403 (60) 43,343 Corporate debt . . . . . . . . . . 993 910 1,000 0 2,903 0 2,903 Corporate equity . . . . . . . . . 0 0 0 8,017 8,017 1,021 9,038 Stock of federal agencies . . . . . 0 0 0 14,034 14,034 605 14,639 --------- --------- --------- --------- --------- --------- Total stock . . . . . . . . . . . . . $ 12,475 32,831 1,000 22,051 68,357 69,923 --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Weighted average yield . . . . . . . 4.22% 6.46% 8.80% 6.12% 5.98% 23 MORTGAGE-BACKED AND RELATED SECURITIES. In order to supplement loan production (particularly those of interest rate sensitive loans) and achieve its asset/liability management goals, HMN invests in mortgage-backed and related securities. All of the mortgage-backed and related securities owned by HMN are issued, insured or guaranteed either directly or indirectly by a federal agency or are rated "AA" or higher. At December 31, 1997, HMN had $135.9 million of mortgage-backed and related securities all classified as available for sale, compared to $135.2 at December 31, 1996, of which $133.4 million were classified as available for sale. At December 31, 1997, HMN had $23.3 million invested in CMOs which have floating interest rates that change either monthly or quarterly compared to $43.5 million at December 31, 1996 and $69.8 million at December 31, 1995. HMN decreased its investment in floating rate CMOs in order to invest in mortgage loans and meet other cash needs. The projected weighted average life of the $61.8 million fixed rate CMO security portfolio is approximately 2.5 years using median prepayment speeds projected by the Bloomberg security system. The contractual maturities of the mortgage-backed and related securities portfolio without any prepayment assumptions at December 31, 1997 is as follows: December 31, 1997 5 Years 5 to 10 10 to 20 Over 20 Balance (Dollars in Thousands) or Less Years Years Years Outstanding -------- -------- -------- -------- ----------- Securities available for sale: Federal Home Loan Mortgage Corporation. . . . $ 17,256 1,409 4,166 7,249 30,080 Federal National Mortgage Association . . . . 3,444 1,922 2,629 6,345 14,340 Government National Mortgage Association. . . 0 17 2,621 3,581 6,219 Other mortgage-backed securities. . . . . . . 0 0 0 185 185 Collateralized Mortgage Obligations . . . . . 2,793 3,736 25,583 52,999 85,111 -------- -------- -------- -------- -------- Total . . . . . . . . . . . . . . . . . . $ 23,493 7,084 34,999 70,359 135,935 -------- -------- -------- -------- -------- -------- -------- -------- -------- -------- Weighted average yield . . . . . . . . . . . 6.33% 7.23% 7.02% 6.78% 6.79% At December 31, 1997, HMN did not have any non-agency mortgage-backed or related securities in excess of 10% of its stockholders' equity, except for a $12.0 million collateralized mortgage obligation issued by Bear Stearns with an AAA rating by Moody's. CMOs are securities derived by reallocating the cash flows from mortgage-backed securities or pools of mortgage loans in order to create multiple classes, or tranches, of securities with coupon rates and average lives that differ from the underlying collateral as a whole. The terms to maturity of any particular tranche is dependent upon the prepayment speed of the underlying collateral as well as the structure of the particular CMO. Although a significant proportion of HMN's CMOs are in tranches which have been structured (through the use of cash flow priority and "support" tranches) to give somewhat more predictable cash flows, the cash flow and hence the value of CMOs is subject to change. To assess price volatility, the Federal Financial Institutions Examination Council ("FFIEC") adopted a policy in 1992 which requires an annual "stress" test of mortgage derivative securities. This policy, which has been adopted by the OTS, requires the Bank to annually test its CMOs and other mortgage-related securities to determine whether they are "high-risk" or "nonhigh-risk securities". At December 31, 1997, the Bank had $6.7 million of CMO's which were classified as high-risk securities under the OTS guidelines. Mortgage-backed and related securities can serve as collateral for borrowings and, through sales and repayments, as a source of liquidity. In addition, mortgage-backed and related securities available for sale can be sold to respond to changes in economic conditions. For information regarding the carrying and 24 market values of HMN's mortgage-backed and related securities portfolio, see Notes 3 and 4 of the Notes to Consolidated Financial Statements in the Annual Report. MERGERS AND ACQUISITIONS. On December 5, 1997 HMN, through its wholly owned subsidiary, the Bank, completed its merger with Marshalltown Financial Corporation (MFC) pursuant to a merger agreement dated July 1, 1997. Refer to Note 2 of the Notes to Consolidated Financial Statements in the Annual Report for information on assets acquired in the merger. SOURCES OF FUNDS GENERAL. The Bank's primary sources of funds are deposits, payments (including prepayments) of loan principal, interest earned on loans and securities, repayments of securities, borrowings and other funds provided from operations. DEPOSITS. The Bank offers a variety of deposit accounts having a wide range of interest rates and terms. The Bank's deposits consist of passbook, NOW, money market, non-interest bearing checking and certificate accounts (including individual retirement accounts). The Bank relies primarily on competitive pricing policies and customer service to attract and retain these deposits. The variety of deposit accounts offered by the Bank has allowed it to be competitive in obtaining funds and to respond with flexibility to changes in consumer demand. As customers have become more interest rate conscious, the Bank has become more susceptible to short-term fluctuations in deposit flows. The Bank manages the pricing of its deposits in keeping with its asset/liability management, profitability and growth objectives. Based on its experience, the Bank believes that its passbook and NOW accounts are relatively stable sources of deposits. However, the ability of the Bank to attract and maintain certificate deposits, and the rates paid on these deposits, has been and will continue to be significantly affected by market conditions. The following table sets forth the savings flows at the Bank during the periods indicated. Year Ended December 31, ----------------------------------- (DOLLARS IN THOUSANDS) 1997 1996 1995 ---------- ---------- ---------- Opening balance . . . . . . . . . . . $ 362,477 373,539 350,575 MFC deposits acquired . . . . . . . . . 103,612 0 0 Deposits . . . . . . . . . . . . . . . 370,761 351,330 339,781 Withdrawals . . . . . . . . . . . . . . 385,002 378,009 331,481 Interest credited . . . . . . . . . . . 15,500 15,617 14,664 ---------- ---------- ---------- Ending balance . . . . . . . . . . . 467,348 362,477 373,539 ---------- ---------- ---------- Net increase (decrease) . . . . . . . $ 104,871 (11,062) 22,964 ---------- ---------- ---------- ---------- ---------- ---------- Percent increase (decrease) . . . . . . 28.93% (2.96)% 6.55% ---------- ---------- ---------- ---------- ---------- ---------- 25 The following table sets forth the dollar amount of savings deposits in the various types of deposit programs offered by the Bank as of December 31: 1997 1996 1995 ---------------------- ----------------------- ---------------------- Percent Percent Percent (DOLLARS IN THOUSANDS) Amount of Total Amount of Total Amount of Total --------- -------- --------- -------- --------- -------- TRANSACTIONS AND SAVINGS DEPOSITS(1): Non-interest checking . . . . . . . . . . . . $ 3,833 0.82% $ 2,389 0.66% $ 2,505 0.67% NOW Accounts - 1.5% (2) . . . . . . . . . . . 23,144 4.95 17,589 4.85 15,997 4.28 Passbook Accounts - 2.62%(3). . . . . . . . . 36,199 7.75 30,070 8.29 29,384 7.86 Money Market Accounts - 3.34% (4) . . . . . . 24,807 5.31 16,533 4.56 18,472 4.95 --------- -------- --------- -------- --------- -------- Total Non-Certificates . . . . . . . . . . $ 87,983 18.83% $ 66,581 18.36% $ 66,358 17.76% --------- -------- --------- -------- --------- -------- CERTIFICATES: 3.00 - 3.99% . . . . . . . . . . . . . . . $ 727 0.15% $ 425 0.12% $ 0 0.00% 4.00 - 4.99% . . . . . . . . . . . . . . . 24,155 5.17 22,553 6.22 22,440 6.01 5.00 - 5.99% . . . . . . . . . . . . . . . 162,916 34.86 168,040 46.36 152,971 40.95 6.00 - 6.99% . . . . . . . . . . . . . . . 178,847 38.27 76,704 21.16 89,754 24.03 7.00 - 7.99% . . . . . . . . . . . . . . . 11,627 2.49 28,077 7.75 40,721 10.90 8.00 - 8.99% . . . . . . . . . . . . . . . 1,091 0.23 96 0.03 1,294 0.35 9.00 - 9.99% . . . . . . . . . . . . . . . 2 0.00 1 0.00 1 0.00 10.00% and over . . . . . . . . . . . . . . . 0 0.00 0 0.00 0 0.00 --------- -------- --------- -------- --------- -------- Total Certificates . . . . . . . . . . . . 379,365 81.17 295,896 81.64 307,181 82.24 --------- -------- --------- -------- --------- -------- Total Deposits . . . . . . . . . . . . . $ 467,348 100.00% $ 362,477 100.00% $ 373,539 100.00% --------- -------- --------- -------- --------- -------- --------- -------- --------- -------- --------- -------- - - ----------------------------- (1) Reflects rates paid on transaction and savings deposits at December 31, 1997. (2) The rate on NOW Accounts for 1996 was 2.01% and 1995 was 2.22%. (3) The rate on Passbook Accounts for 1996 and 1995 was 2.50%. (4) The rate on Money Market Accounts for 1996 and 1995 was 2.83%. 26 The following table shows rate and maturity information for the Bank's certificates of deposit as of December 31, 1997. 3.00- 4.00- 5.00- 6.00- 7.00- 8.00- 9.00- Percent (DOLLARS IN THOUSANDS) 3.99% 4.99% 5.99% 6.99% 7.99% 8.99% 9.99% Total of Total ----- ----- ----- ----- ----- ----- ----- ------- -------- Certificate accounts maturing in quarter ending: March 31, 1998 . . . . . . . . . $ 709 8,756 38,831 10,304 5,525 594 0 64,719 17.05 June 30, 1998 . . . . . . . . . . 18 6,845 30,059 17,525 1,906 95 0 56,448 14.88 September 30, 1998 . . . . . . . 0 2,769 29,934 31,065 1,407 93 0 65,268 17.20 December 31, 1998 . . . . . . . . 0 3,690 16,620 51,060 1,476 50 0 72,896 19.22 March 31, 1999 . . . . . . . . . 0 494 14,321 21,027 473 247 0 36,562 9.64 June 30, 1999 . . . . . . . . . . 0 587 7,057 8,933 241 12 2 16,832 4.44 September 30, 1999 . . . . . . . 0 403 5,324 5,745 335 0 0 11,807 3.11 December 31, 1999 . . . . . . . . 0 420 3,031 1,662 264 0 0 5,377 1.42 March 31, 2000 . . . . . . . . . 0 136 1,287 1,383 0 0 0 2,806 0.74 June 30, 2000 . . . . . . . . . . 0 55 1,402 1,562 0 0 0 3,019 0.80 September 30, 2000 . . . . . . . 0 0 2,256 13,675 0 0 0 15,931 4.20 December 31, 2000 . . . . . . . . 0 0 2,789 3,536 0 0 0 6,325 1.67 Thereafter . . . . . . . . . . . 0 0 10,005 11,370 0 0 0 21,375 5.63 ------- ------ ------- ------- ------ ----- ---- ------- ------- Total . . . . . . . . . . . $ 727 24,155 162,916 178,847 11,627 1,091 2 379,365 100.00% ------- ------ ------- ------- ------ ----- ---- ------- ------- ------- ------ ------- ------- ------ ----- ---- ------- ------- Percent of total . . . . . . . 0.19% 6.37% 42.95% 47.14% 3.06% 0.29% 0.00% 100.00% ------- ------ ------- ------- ------ ----- ---- ------- ------- ------ ------- ------- ------ ----- ---- ------- 27 The following table indicates the amount of the Bank's certificates of deposit and other deposits by time remaining until maturity as of December 31, 1997. Maturity ---------------------------------------- Over Over 3 Months 3 to 6 6 to 12 Over or Less Months Months 12 months Total -------- ------ ------- --------- ------- (DOLLARS IN THOUSANDS) Certificates of deposit less than $100,000 . . . . . . . . $ 51,964 48,648 126,772 111,159 338,543 Certificates of deposit of $100,000 or more . . . . . . . . 5,120 4,277 8,025 8,874 26,296 Public funds (1) . . . . . . . . . 7,635 3,523 3,368 0 14,526 --------- ------ ------- ------- ------- Total certificates of deposit . . . . . . . . . . $ 64,719 56,448 138,165 120,033 379,365 --------- ------ ------- ------- ------- --------- ------ ------- ------- ------- - - --------------- (1)Deposits from governmental and other public entities. For additional information regarding the composition of the Bank's deposits, see Note 11 of the Notes to Consolidated Financial Statements in the Annual Report. For additional information on certificate maturities and the impact on HMN's liquidity see Liquidity Management starting on page 20 of the Annual Report. BORROWINGS. The Bank's other available sources of funds include advances from the Federal Home Loan Bank ("FHLB") of Des Moines and other borrowings. As a member of the FHLB of Des Moines, the Bank is required to own capital stock in the FHLB of Des Moines and is authorized to apply for advances from the FHLB of Des Moines. Each FHLB credit program has its own interest rate, which may be fixed or variable, and range of maturities. The FHLB of Des Moines may prescribe the acceptable uses for these advances, as well as limitations on the size of the advances and repayment provisions. Consistent with its asset/liability management strategy, the Bank has utilized FHLB advances from time to time to extend the term to maturity of its liabilities. Also, the Bank has used FHLB borrowings to fund loan demand and other investment opportunities and to offset deposit outflows. At December 31, 1997, the Bank had $127.7 million of FHLB advances outstanding. On such date, the Bank had a collateral pledge arrangement with the FHLB of Des Moines pursuant to which the Bank may borrow up to an additional $150.0 million for liquidity purposes. See "Financial Review - Federal Home Loan Bank Advances" and Note 10 of the Notes to Consolidated Financial Statements in the Annual Report. The following table sets forth the maximum month-end balance and average balance of FHLB advances and other borrowings for the periods indicated. Year Ended December 31, -------------------------- 1997 1996 1995 (DOLLARS IN THOUSANDS) ------ ------ ------ MAXIMUM BALANCE: FHLB advances . . . . . . . . . . . . . . . . $128,007 106,436 74,534 FHLB short-term borrowings and open line of credit . . . . . . . . . . . . . . . . . . . . 60,429 64,429 42,429 AVERAGE BALANCE: FHLB advances . . . . . . . . . . . . . . . . . 112,500 89,656 65,069 FHLB short-term borrowings . . . . . . . . . . 45,598 47,949 20,812 28 The following table sets forth certain information as to the Bank's FHLB advances at the dates indicated. December 31, ------------------------ 1997 1996 1995 ------ ------ ------ (DOLLARS IN THOUSANDS) FHLB short-term borrowings . . . . . . . . . . $43,250 46,429 33,429 Weighted average interest rate of FHLB short-term borrowings . . . . . . . . . . . 5.85% 5.52% 6.05% SERVICE CORPORATIONS OF THE BANK As a federally chartered savings bank, the Bank is permitted by OTS regulations to invest up to 2% of its assets in the stock of, or loans to, service corporation subsidiaries, and may invest an additional 1% of its assets in service corporations where such additional funds are used for inner-city or community development purposes. In addition to investments in service corporations, federal institutions are permitted to invest an unlimited amount in operating subsidiaries engaged solely in activities which a federal savings bank may engage in directly. Osterud Insurance Agency, Inc. ("OIAI"), a Minnesota corporation, was organized in 1983. OIAI operated as an insurance agency until 1986 when its assets were sold. OIAI remained inactive until 1993 when it began offering credit life insurance, annuity products and mutual fund products to the Bank's customers and others. At December 31, 1997, the Bank's liability related to OIAI was $21,000. OIAI recorded net income of $12,000 for the year ended December 31, 1997. MSL Financial Corporation ("MSL") was acquired in the MFC merger. MSL offered annuity products to MFC customers and also has an investment in FHLMC preferred stock. COMPETITION The Bank faces strong competition both in originating real estate loans and in attracting deposits. Competition in originating loans comes primarily from mortgage bankers, commercial banks, credit unions and other savings institutions, which also make loans secured by real estate located in the Bank's market area. The Bank competes for loans principally on the basis of the interest rates and loan fees it charges, the types of loans it originates and the quality of services it provides to borrowers. Competition for those deposits is principally from money market and mutual funds, securities firms, commercial banks and other savings institutions located in the same communities. The ability of the Bank to attract and retain deposits depends on its ability to provide an investment opportunity that satisfies the requirements of investors as to rate of return, liquidity, risk, convenient locations and other factors. The Bank competes for these deposits by offering a variety of deposit accounts at competitive rates, convenient business hours and a customer oriented staff. OTHER CORPORATIONS OWNED BY HMN HMN has two other wholly owned subsidiaries, HMN Mortgage Services, Inc. ("MSI") and Security Finance Corporation ("SFC"). MSI operates a mortgage banking and mortgage brokerage facilities located in Eden Prairie and Brooklyn Park, Minnesota. Eden Prairie and Brooklyn Park are located in the Minneapolis/St. Paul Metropolitan area. MSI's primary function is to originate and/or purchase single family residential loans for resale on the secondary market to FNMA, FHLMC or other third parties. It also from 29 time to time purchases mortgage servicing rights from other lenders. SFC invests in commercial loans and commercial real estate loans located throughout the United States which were originated by third parties. EMPLOYEES At December 31, 1997, HMN had a total of 150 full-time equivalent employees. None of the employees of HMN or its subsidiaries are represented by any collective bargaining unit. Management considers its employee relations to be good. EXECUTIVE OFFICERS OF THE REGISTRANT WHO ARE NOT DIRECTORS Officers are elected annually by the Board of Directors of HMN and the Bank. The business experience of each executive officer of HMN and the Bank who is not also a director of HMN is set forth below. Unless otherwise indicated, such individuals have held their current positions for at least five years. DWAIN C. JORGENSEN. Mr. Jorgensen, age 49, is Vice President, Controller and Chief Accounting Officer of HMN and the Bank. Mr. Jorgensen has held such positions with the Bank since 1989. From 1983 to 1989, Mr. Jorgensen was an Assistant Vice President and Operations Officer with the Bank. SUSAN K. KOLLING. Mrs. Kolling, age 46, is Senior Vice President of HMN and is Senior Vice President of Marketing of the Bank, a position she has held since 1995. Prior to such time, she served as Vice President from 1992 through 1994 and as a Loan Officer from 1981 through 1991. Mrs. Kolling began her career with the Bank in 1969. TIMOTHY P. JOHNSON. Mr. Johnson, age 45, is Vice President and Treasurer of HMN and the Bank, a position he has held since 1997. Prior to such time, he served as Treasurer from 1992 to 1997. From 1983 to 1992, Mr. Johnson was Chief Financial Officer of St. Louis Bank for Savings, Duluth, Minnesota. ROXANNE M. HELLICKSON. Mrs. Hellickson, age 37, is Vice President/Loan Administrator and Corporate Secretary of HMN and the Bank. She served as Assistant Secretary of the Bank from 1992 to 1994 and was secretary to the Bank's President and a loan officer from 1989 to 1992. Mrs. Hellickson began her career with the Bank in 1979. REGULATION GENERAL The Bank is a federally chartered savings bank, the deposits of which are federally insured and backed by the full faith and credit of the United States Government. Accordingly, the Bank is subject to broad federal regulation and oversight extending to all its operations. The Bank is a member of the FHLB of Des Moines and is subject to certain limited regulation by the Federal Reserve Board. The Bank is a member of the Savings Association Insurance Fund ("SAIF") and the deposits of the Bank are insured by the FDIC. As a result, the FDIC has certain regulatory and examination authority over the Bank. As the savings and loan holding company of the Bank, HMN also is subject to federal regulation and oversight. The purpose of the regulation of HMN and other holding companies is to protect subsidiary savings associations. Certain of these regulatory requirements and restrictions are discussed below. FEDERAL REGULATION OF SAVINGS ASSOCIATIONS The OTS has extensive authority over the operations of savings associations. As part of this authority, the Bank is required to file periodic reports with the OTS and is subject to periodic examinations 30 by the OTS and the FDIC. The last regular OTS examination of the Bank was dated May 1997. The Bank has not been scheduled for an examination in 1998, except for an on-site year 2000 examination which started on March 23, 1998. When these examinations are conducted by the OTS and the FDIC, the examiners may require the Bank to provide for higher general or specific loan loss reserves. Financial institutions in various regions of the United States have been called upon by examiners to write down assets and to establish increased levels of reserves, primarily as a result of perceived weaknesses in real estate values and a more restrictive regulatory climate. The OTS has established a schedule for the assessment of fees upon all savings associations to fund the operations of the OTS. The general assessment, to be paid on a semi-annual basis, is computed upon the savings association's total assets as reported in the association's latest quarterly thrift financial report. Savings associations (unlike the Bank) that are classified as "troubled" (I.E., having a supervisory rating of "4" or "5" or subject to a conservatorship) are required to pay a 50% premium over the standard assessment. The Bank's OTS assessment for the year ended December 31, 1997 was approximately $122,000. The OTS also has extensive enforcement authority over all savings institutions and their holding companies, including the Bank and HMN. This enforcement authority includes, among other things, the ability to assess civil money penalties, to issue cease-and-desist or removal orders and to initiate injunctive actions. In general, these enforcement actions may be initiated for violations of laws and regulations and unsafe or unsound practices. Other actions or inactions may provide the basis for enforcement action, including misleading or untimely reports filed with the OTS. Except under certain circumstances, public disclosure of final enforcement actions by the OTS is required. In addition, the investment, lending and branching authority of the Bank is prescribed by federal laws and regulations, and it is prohibited from engaging in any activities not permitted by such laws and regulations. For instance, no savings institution may invest in non-investment grade corporate debt securities. In addition, unless approved by the OTS, the permissible level of investment by federal associations in loans secured by non-residential real property may not exceed 400% of regulatory capital. Federal savings associations are also generally authorized to branch nationwide. The Bank is in compliance with the noted restrictions. The Bank's general permissible lending limit for loans-to-one-borrower is equal to the greater of $500,000, or 15%, of unimpaired capital and surplus (except for loans fully secured by certain readily marketable collateral, in which case this limit is increased to 25% of unimpaired capital and surplus). At December 31, 1997, the Bank's lending limit under this restriction was $9.2 million. The Bank is in compliance with the loans-to-one borrower limitation. In December 1991, the Federal Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA") was enacted into law. FDICIA provides for, among other things, the recapitalization of the Bank Insurance Fund; adoption of safety and soundness standards; enhanced federal supervision of depository institutions, including greater authority for the appointment of a conservator or receiver for undercapitalized institutions; the establishment of risk-based deposit insurance premiums; liberalization of the qualified thrift lender test; greater restrictions on transactions with affiliates; and mandated consumer protection disclosures with respect to deposit accounts. See "- Insurance of Accounts and Regulation by the FDIC," "- Regulatory Capital Requirements" and "- Qualified Thrift Lender Test." The OTS, as well as the other federal banking agencies, have issued proposed safety and soundness standards on matters such as loan underwriting and documentation, internal controls and audit systems, interest rate risk exposure, compensation and other employee benefits. The proposal also establishes the maximum ratio of classified assets to total capital (which for this purpose includes loss allowances exceeding the amount includable for regulatory capital purposes) at 100% and the minimum level of earnings sufficient to absorb losses without impairing capital. Earnings will be sufficient if the net income over the last four 31 quarters is assumed to continue over the next four quarters and the institution would otherwise remain in capital compliance. Any institution which fails to comply with these standards must submit a compliance plan. A failure to submit a plan or to comply with an approved plan will subject the institution to further enforcement action. The proposal also requires savings and loan holding companies to ensure that transactions and relationships with their subsidiary savings associations do not have a detrimental effect on the safe and sound operation of the association. No assurance can be given as to the final form of the proposed regulations. The Bank is subject to a wide array of other laws and regulations, both federal and state, including, but not limited to, usury laws, the CRA and regulations thereunder, the Equal Credit Opportunity Act and Regulation B, Regulation E Electronic Funds Transfer requirements, the Truth-in-Lending Act and Regulation Z, the Real Estate Settlement Procedures Act and Regulation X. The Bank is also subject to laws and regulations that may impose liablitiy on lenders and owners for clean-up costs and other costs stemming from hazardous waste located on property securing real estate loans made by lenders or on real estate that is owned by lenders following a foreclosure or otherwise. INSURANCE OF ACCOUNTS AND REGULATION BY THE FDIC The Bank is a member of the SAIF, which is administered by the FDIC. Savings deposits are insured up to applicable limits by the FDIC and such insurance is backed by the full faith and credit of the United States Government. As insurer, the FDIC imposes deposit insurance premiums and is authorized to conduct examinations of and to require reporting by FDIC-insured institutions. It also may prohibit any FDIC-insured institution from engaging in any activity the FDIC determines by regulation or order to pose a serious risk to the SAIF. The FDIC also has the authority to initiate enforcement actions against savings associations, after giving the OTS an opportunity to take such action, and may terminate the deposit insurance if it determines that the institution has engaged or is engaging in unsafe or unsound practices, or is in an unsafe or unsound condition. FDICIA also requires the FDIC to implement a risk-based deposit insurance assessment system. Pursuant to this requirement, the FDIC adopted a transitional risk-based assessment system, effective January 1, 1993, under which all insured depository institutions are placed into one of nine categories and assessed insurance premiums, ranging from .23% to .31% of deposits, based upon their level of capital and supervisory evaluation. The permanent system, adopted in June 1993 and effective January 1, 1994, continued the risk classification system established under the transitional rule. Under the system, institutions classified as well capitalized (I.E., a core capital ratio of at least 5%, a ratio of Tier 1 or core capital to risk-weighted assets ("Tier 1 risk-based capital") of at least 6% and a risk-based capital ratio of at least 10%) and considered healthy would pay the lowest premium while institutions that are less than adequately capitalized (I.E., core and Tier 1 risk-based capital ratios of less than 4% or a risk-based capital ratio of less than 8%) and considered of substantial supervisory concern would pay the highest premium. Risk classification of all insured institutions will be made by the FDIC for each semi-annual assessment period. The FDIC is authorized to increase assessment rates, on a semi-annual basis, if it determines that the reserve ratio of the SAIF will be less than the designated reserve ratio of 1.25% of SAIF insured deposits. In setting these increased assessments, the FDIC must seek to restore the reserve ratio to that designated reserve level, or such higher reserve ratio as established by the FDIC. In addition, under FDICIA, the FDIC may impose special assessments on SAIF members to repay amounts borrowed from the United States Treasury or for any other reason deemed necessary by the FDIC. The Deposit Insurance Fund Act of 1996 (DIFA) was enacted on September 30, 1996. DIFA addressed the inadequate funding of the (SAIF). In order to recapitalize the SAIF, DIFA imposed a one-time assessment on all thrift institutions. The Bank's assessment was a pretax charge of $2,351,563 and was recognized in the third quarter of 1996. 32 DIFA also addressed the funding for the Financing Corp. (FICO) bonds. Thrifts will pay 6.4 basis points per $100 of deposits from January 1, 1997 to December 31, 1999. From January 1, 2000 until the FICO bonds are retired in 2019, the estimated assessment to retire the FICO bonds is expected to be 2.5 basis points per $100 of deposits. DIFA proposed that the Bank Insurance Fund (BIF) and SAIF be merged on January 1, 1999, provided no insurance depository institution is a savings association on that date. At this time, HMN does not know what effect, if any, the proposed legislation or charter revisions will have on future operations. REGULATORY CAPITAL REQUIREMENTS Federally insured savings associations, such as the Bank, are required to maintain a minimum level of regulatory capital. The OTS has established capital standards, including a tangible capital requirement, a leverage ratio (or core capital) requirement and a risk-based capital requirement applicable to such savings associations. These capital requirements must be generally as stringent as the comparable capital requirements for national banks. The OTS is also authorized to impose capital requirements in excess of these standards on individual associations on a case-by-case basis. The capital regulations require tangible capital of at least 1.5% of adjusted total assets (as defined by regulation). Tangible capital generally includes common stockholders' equity and retained earnings, and certain noncumulative perpetual preferred stock. In addition, all intangible assets, other than a limited amount of purchased mortgage servicing rights, must be deducted from tangible capital. At December 31, 1997, the Bank had goodwill of $6.0 million and $510,000 of mortgage servicing rights which were required to be deducted from stockholders' equity to arrive at tangible capital. The OTS regulations establish special capitalization requirements for savings associations that own subsidiaries. Under these regulations certain subsidiaries are consolidated for capital purposes and others are excluded from assets and capital. In determining compliance with the capital requirements, all subsidiaries engaged solely in activities permissible for national banks or engaged in certain other activities solely as agent for its customers are "includable" subsidiaries that are consolidated for capital purposes in proportion to the association's level of ownership, including the assets of includable subsidiaries in which the association has a minority interest that is not consolidated for GAAP purposes. For excludable subsidiaries the debt and equity investments in such subsidiaries are deducted from assets and capital. The subsidiary of the Bank is an includable subsidiary. At December 31, 1997, the Bank had tangible capital of $54.1 million, or 8.2% of adjusted total assets, which is $44.2 million above the minimum requirement of 1.5% of adjusted total assets in effect on that date. The capital standards also require core capital equal to at least 3% of adjusted total assets (as defined by regulation). Core capital generally consists of tangible capital plus certain intangible assets. As a result of the prompt corrective action provisions of FDICIA discussed below, however, a savings association must maintain a core capital ratio of at least 4% to be considered adequately capitalized unless its supervisory condition is such to allow it to maintain a 3% ratio. As required by federal law, the OTS has proposed a rule revising its minimum core capital requirement to be no less stringent than that imposed on national banks. The OTS has proposed that only those savings associations rated a composite one (the highest rating) under the safety and soundness rating system for savings associations will be permitted to operate at or near the regulatory minimum leverage ratio of 3%. All other savings associations will be required to maintain a minimum leverage ratio of 4% to 5%. The OTS will assess each individual savings association through the supervisory process on a case-by-case basis to determine the applicable requirement. No assurance can be given as to the final form of any such 33 regulation, the date of its effectiveness or the requirement applicable to the Bank. At December 31, 1997, the Bank had core capital equal to $54.1 million, or 8.2%, of adjusted total assets, which is $34.3 million above the minimum leverage ratio requirement of 3% as in effect on that date. The OTS risk-based requirement requires savings associations to have total capital of at least 8% of risk-weighted assets. Total capital consists of core capital, as defined above, and supplementary capital. Supplementary capital consists of certain permanent and maturing capital instruments that do not qualify as core capital and general valuation loan and lease loss allowances up to a maximum of 1.25% of risk-weighted assets. Supplementary capital may be used to satisfy the risk-based requirement only to the extent of core capital. At December 31, 1997, the Bank had $2.7 million of general loss reserves, which were included in capital. Certain exclusions from capital and assets are required to be made for the purpose of calculating total capital, in addition to the adjustments required for calculating core capital. Such exclusions consist of equity investments (as defined by regulation) and that portion of land loans and nonresidential construction loans in excess of an 80% loan-to-value ratio and reciprocal holdings of qualifying capital instruments. At December 31, 1997 the Bank had $266,000 of exclusions from capital. In determining the amount of risk-weighted assets, all assets, including certain off-balance sheet items, will be multiplied by a risk weight, ranging from 0% to 100%, based on the risk inherent in the type of asset. For example, the OTS has assigned a risk weight of 50% for prudently underwritten permanent one-to-four family first lien mortgage loans not more than 90 days delinquent and having a loan to value ratio of not more than 80% at origination unless insured to such ratio by an insurer approved by the FNMA or the FHLMC. On December 31, 1997, the Bank had total "risk-based" capital of $56.6 million and risk-weighted assets of $303.4 million, or total capital of 18.7% of risk-weighted assets. This amount was $32.4 million above the 8% requirement in effect on that date. Under FDICIA, all the federal banking agencies, including the OTS, were required to revise their risk-based capital requirements to ensure that such requirements account for interest rate risk, concentration of credit risk and the risks of non-traditional activities, and that they reflect the actual performance of and expected loss on multi-family loans. Such standards were adopted with the enactment of FDICIA. The OTS had adopted a rule that required every savings association with more than normal interest rate risk to deduct from its total capital, for purposes of determining compliance with such requirement, an interest rate risk component ("IRR component") equal to 50% of its interest-rate risk exposure multiplied by the present value of its assets. The IRR component is a measure of the potential decline in the net portfolio value ("NPV") of a savings association, greater than 2% of the present value of its assets, based upon a hypothetical 200 basis point increase or decrease in interest rates (whichever results in a greater decline). NPV is the present value of expected cash flows from assets, liabilities and off-balance sheet contracts. The rule provided for a two quarter lag between calculating interest rate risk and recognizing any deduction from capital. The OTS has decided not to require the IRR component to be deducted from the capital calculations of all institutions. It has reserved the right to take the IRR component into account in assessing the capital requirements for an individual institution. Based upon an IRR component analysis at December 31, 1997, the Bank was deemed to have more than "normal" interest rate risk and may, at some time in the future, be required to deduct an amount from capital. See "Management's Discussion and Analysis of Financial Condition and Results of Operations - Asset/Liability Management" in the Annual Report. 34 Pursuant to FDICIA, the federal banking agencies, including the OTS, have adopted regulations authorizing the agencies to require a depository institution to maintain an additional amount of total capital to account for concentration of credit risk and the risk of non-traditional activities. The OTS and the FDIC are authorized and, under certain circumstances, required to take certain actions against associations that fail to meet capital requirements. Effective December 19, 1992, the federal banking agencies, including the OTS, were given additional enforcement authority over undercapitalized depository institutions. The OTS is generally required to take action to restrict the activities of an "undercapitalized association" (generally defined to be one with less than either a 4% core ratio, a Tier 1 risked-based capital ratio or an 8% risk-based capital ratio). Any such association must submit a capital restoration plan and until such plan is approved by the OTS may not increase its assets, acquire another institution, establish a branch or engage in any new activities, and generally may not make capital distributions. The OTS is authorized to impose the additional restrictions, discussed below, that are applicable to significantly undercapitalized associations. As a condition to the approval of the capital restoration plan, any company controlling an undercapitalized association must agree that it will enter into a limited capital maintenance guarantee with respect to the institution's achievement of its capital requirements. Any savings association that fails to comply with its capital plan or is "significantly undercapitalized" (I.E., Tier 1 risk-based or core capital ratios of less than 3% or a risk-based capital ratio of less than 6%) must be made subject to one or more additional specified actions and operating restrictions mandated by FDICIA. These actions and restrictions include requiring the issuance of additional voting securities; limitations on asset growth; mandated asset reduction; changes in senior management; divestiture, merger or acquisition of the association; restrictions on executive compensation; and any other action the OTS deems appropriate. An association that becomes "critically undercapitalized" (I.E., a tangible equity to total asset ratio of 2% or less) is subject to further mandatory restrictions on its activities in addition to those applicable to significantly undercapitalized associations. In addition, the OTS must appoint a receiver (or conservator with the concurrence of the FDIC) for a savings association, with certain limited exceptions, within 90 days after it becomes critically undercapitalized. Any undercapitalized association is also subject to other possible enforcement actions by the OTS or the FDIC. Such actions could include a capital directive, a cease-and-desist order, civil money penalties, the establishment of restrictions on all aspects of the association's operations, the appointment of a receiver or conservator or a forced merger into another institution. If the OTS determines that an association is in an unsafe or unsound condition, or is engaged in an unsafe or unsound practice, it is authorized to reclassify a well-capitalized association as an adequately capitalized association, and if the association is adequately capitalized, to impose the restrictions applicable to an undercapitalized association. If the association is undercapitalized, the OTS is authorized to impose the restrictions applicable to a significantly undercapitalized association. The imposition by the OTS or the FDIC of any of these measures on the Bank may have a substantial adverse effect on the Bank's operations and profitability and the value of HMN's stock. HMN shareholders do not have preemptive rights, and therefore, if HMN is directed by the OTS or the FDIC to issue additional shares of common stock, such issuance may result in the dilution in the percentage of ownership of existing stockholders of HMN. At December 31, 1997 the Bank would be considered to be "well capitalized" under the prompt corrective actions provisions mentioned above. See Note 16 "Federal Home Loan Bank Investment, Regulatory Liquidity and Regulatory Capital Requirements" in the Notes to Consolidated Financial Statements in the Annual Report for more information on the Bank's capital. 35 LIMITATIONS ON DIVIDENDS AND OTHER CAPITAL DISTRIBUTIONS OTS regulations impose various restrictions or requirements on associations with respect to their ability to pay dividends or make other distributions of capital. OTS regulations prohibit an association from declaring or paying any dividends or from repurchasing any of its stock if, as a result, the regulatory capital of the association would be reduced below the amount required to be maintained for the liquidation account established in connection with its mutual to stock conversion. The OTS utilizes a three-tiered approach to permit associations, based on their capital level and supervisory condition, to make capital distributions which include dividends, stock redemptions or repurchases, cash-out mergers and other transactions charged to the capital account. See "- Regulatory Capital Requirements." Generally, Tier 1 associations, which are associations that before and after the proposed distribution meet their fully phased-in capital requirements, may make capital distributions during any calendar year equal to the greater of 100% of net income for the year-to-date plus 50% of the amount by which the lesser of the association's tangible, core or risk-based capital exceeds its fully phased-in capital requirement for such capital component, as measured at the beginning of the calendar year, or the amount authorized for a Tier 2 association. However, a Tier 1 association deemed to be in need of more than normal supervision by the OTS may be downgraded to a Tier 2 or Tier 3 association as a result of such a determination. The Bank meets the requirements for a Tier 1 association and has not been notified of a need for more than normal supervision. Tier 2 associations, which are associations that before and after the proposed distribution meet their current minimum capital requirements, may make capital distributions of up to 75% of net income over the most recent four quarter period. Tier 3 associations (which are associations that do not meet current minimum capital requirements) that propose to make any capital distribution and Tier 2 associations that propose to make a capital distribution in excess of the noted safe harbor level must obtain OTS approval prior to making such distribution. Tier 2 associations proposing to make a capital distribution within the safe harbor provisions and Tier 1 associations proposing to make any capital distribution need only submit written notice to the OTS 30 days prior to such distribution. As a subsidiary of HMN, the Bank will also be required to give the OTS 30 days' notice prior to declaring any dividend on its stock. The OTS may object to the distribution during that 30-day period based on safety and soundness concerns. See "- Regulatory Capital Requirements." The OTS has proposed regulations that would revise the current capital distribution restrictions. The proposal eliminates the current tiered structure and the safe-harbor percentage limitations. Under the proposal a savings association may make a capital distribution without notice to the OTS (unless it is a subsidiary of a holding company) provided that it has a CAMELS 1 or 2 rating, is not in troubled condition and would remain adequately capitalized (as defined in the OTS prompt corrective action regulations) following the proposed distribution. Savings associations that would remain adequately capitalized following the proposed distribution but do not meet the other noted requirements must notify the OTS 30 days prior to declaring a capital distribution. The OTS stated it will generally regard as permissible that amount of capital distributions that do not exceed 50% of the institution's excess regulatory capital plus net income to date during the calendar year. A savings association may not make a capital distribution without prior approval of the OTS and the FDIC if it is undercapitalized before, or as a result of, such a distribution. A savings association will be considered in troubled condition if it has a CAMELS rating of 4 or 5, is subject to an enforcement action relating to its safety and soundness or financial viability or has been informed in writing by the OTS that it is in troubled condition. As under the current rule, the OTS may object to a capital distribution if it would constitute an unsafe or unsound practice. No assurance may be given as to whether or in what form the regulations may be adopted. 36 In March of 1998, the Bank received confirmation from OTS that a dividend from the Bank to HMN of $15.0 million could be paid during 1998 and not violate the dividend limitations mentioned above. LIQUIDITY All savings associations, including the Bank, are required to maintain an average daily balance of liquid assets equal to a certain percentage of the sum of its average daily balance of net withdrawable deposit accounts and borrowings payable in one year or less. For a discussion of what the Bank includes in liquid assets, see "Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity Management" in the Annual Report. This liquid asset ratio requirement may vary from time to time (between 4% and 10%) depending upon economic conditions and savings flows of all savings associations. At the present time, the minimum liquid asset ratio is 4%. In addition, short-term liquid assets (E.G., cash, certain time deposits, certain bankers acceptances and short-term United States Treasury obligations) currently must constitute at least 1% of the association's average daily balance of net withdrawable deposit accounts and current borrowings. Penalties may be imposed upon associations for violations of either liquid asset ratio requirement. At December 31, 1997, the Bank had an overall liquid asset ratio of 19.4% and a short-term liquid asset ratio of 6.4%. ACCOUNTING An OTS policy statement applicable to all savings associations clarifies and re-emphasizes that the investment activities of a savings association must be in compliance with approved and documented investment policies and strategies, and must be accounted for in accordance with GAAP. Under the policy statement, management must support its classification of and accounting for loans and securities (I.E., whether held to maturity, sale or trading) with appropriate documentation. The Bank is in compliance with these amended rules. The OTS has adopted an amendment to its accounting regulations, which may be made more stringent than GAAP, to require that transactions be reported in a manner that best reflects their underlying economic substance and inherent risk and that financial reports must incorporate any other accounting regulations or orders prescribed by the OTS. QUALIFIED THRIFT LENDER TEST All savings associations, including the Bank, are required to meet a qualified thrift lender ("QTL") test to avoid certain restrictions on their operations. This test requires a savings association to have at least 65% of its portfolio assets (which consists of total assets less intangibles, properties used to conduct the savings association's business and liquid assets not exceeding 20% of total assets) in qualified thrift investments on a monthly average for nine out of every 12 months on a rolling basis. For HMN such assets primarily consist of residential housing related loans and investments. At December 31, 1997, the Bank met the test and has always met the test since its effectiveness. Any savings association that fails to meet the QTL test must convert to a national bank charter, unless it requalifies as a QTL and thereafter remains a QTL. If an association does not requalify and converts to a national bank charter, it must remain SAIF-insured until the FDIC permits it to transfer to the Bank Insurance Fund. If an association that fails the test has not yet requalified and has not converted to a national bank, its new investments and activities are limited to those permissible for both a savings association and a national bank, and it is limited to national bank branching rights in its home state. In addition, the association is immediately ineligible to receive any new FHLB borrowings and is subject to national bank limits for payment of dividends. If such association has not requalified or converted to a national bank within three years after the failure, it must divest of all investments and cease all activities not permissible for a national 37 bank. In addition, it must repay promptly any outstanding FHLB borrowings, which may result in prepayment penalties. If any association that fails the QTL test is controlled by a holding company, then within one year after the failure, the holding company must register as a bank holding company and become subject to all restrictions on bank holding companies. See "- Holding Company Regulation." TRANSACTIONS WITH AFFILIATES Generally, transactions between a savings association or its subsidiaries and its affiliates are required to be on terms as favorable to the association as transactions with non-affiliates. In addition, certain of these transactions are restricted to a percentage of the association's capital. Affiliates of the Bank include HMN and any company which is under common control with the Bank. In addition, a savings association may not lend to any affiliate engaged in activities not permissible for a bank holding company or acquire the securities of most affiliates. The Bank's subsidiaries are not deemed affiliates, however, the OTS has the discretion to treat subsidiaries of savings associations as affiliates on a case by case basis. Certain transactions with directors, officers or controlling persons are also subject to conflict of interest regulations enforced by the OTS. These conflict of interest regulations and other statutes also impose restrictions on loans to such persons and their related interests. Among other things, such loans must be made on terms substantially the same as for loans to unaffiliated individuals. HOLDING COMPANY REGULATION HMN is a unitary savings and loan holding company subject to regulatory oversight by the OTS. As such, HMN is registered and required to file reports with and subject to regulation and examination by the OTS. In addition, the OTS has enforcement authority over HMN and its non-savings association subsidiaries which also permits the OTS to restrict or prohibit activities that are determined to be a serious risk to the subsidiary savings association. As a unitary savings and loan holding company, HMN generally is not subject to activity restrictions. If HMN acquires control of another savings association as a separate subsidiary, it would become a multiple savings and loan holding company, and the activities of HMN and any of its subsidiaries (other than the Bank or any other SAIF-insured savings association) would become subject to such restrictions unless such other associations qualify as QTLs and were acquired in a supervisory acquisition. If the Bank fails the QTL test, HMN must obtain the approval of the OTS prior to continuing after such failure, directly or through its other subsidiaries, any business activity other than those approved for multiple savings and loan holding companies or their subsidiaries. In addition, within one year of such failure HMN must register as, and will become subject to, the restrictions applicable to bank holding companies. The activities authorized for a bank holding company are more limited than are the activities authorized for a unitary or multiple savings and loan holding company. See "- Qualified Thrift Lender Test." HMN must obtain approval from the OTS before acquiring control of any other SAIF-insured association. Such acquisitions are generally prohibited if they result in a multiple savings and loan holding company controlling savings associations in more than one state. However, such interstate acquisitions are permitted based on specific state authorization or in a supervisory acquisition of a failing savings association. FEDERAL SECURITIES LAW The stock of HMN is registered with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). HMN is subject to the information, proxy solicitation, insider trading restrictions and other requirements of the SEC under the Exchange Act. 38 HMN stock held by persons who are affiliates (generally officers, directors and principal stockholders) of HMN may not be resold without registration or unless sold in accordance with certain resale restrictions. If HMN meets specified current public information requirements, each affiliate of HMN is able to sell in the public market, without registration, a limited number of shares in any three-month period. FEDERAL RESERVE SYSTEM The Federal Reserve Board requires all depository institutions to maintain non-interest bearing reserves at specified levels against their transaction accounts (primarily checking, NOW and Super NOW checking accounts). At December 31, 1997, the Bank was in compliance with these reserve requirements. The balances maintained to meet the reserve requirements imposed by the Federal Reserve Board may be used to satisfy liquidity requirements that may be imposed by the OTS. See "- Liquidity." Savings associations are authorized to borrow from the Federal Reserve Bank "discount window," but Federal Reserve Board regulations require associations to exhaust other reasonable alternative sources of funds, including FHLB borrowings, before borrowing from the Federal Reserve Bank. FEDERAL HOME LOAN BANK SYSTEM The Bank is a member of the FHLB of Des Moines, which is one of 12 regional FHLBs, that administers the home financing credit function of savings associations. Each FHLB serves as a reserve or central bank for its members within its assigned region. It is funded primarily from proceeds derived from the sale of consolidated obligations of the FHLB System. It makes loans to members (I.E., advances) in accordance with policies and procedures established by the board of directors of the FHLB. These policies and procedures are subject to the regulation and oversight of the Federal Housing Finance Board. All advances from the FHLB are required to be fully secured by sufficient collateral as determined by the FHLB. In addition, all long-term advances are required to provide funds for residential home financing. As a member, the Bank is required to purchase and maintain stock in the FHLB of Des Moines. At December 31, 1997, the Bank had $7.4 million in FHLB stock, which was in compliance with this requirement. In past years, the Bank has received dividends on its FHLB stock. Over the past five calendar years such dividends have averaged 7.41% and were 7.00% for calendar year 1997. For the year ended December 31, 1997, dividends paid by the FHLB of Des Moines to the Bank totaled $421,000. Under federal law the FHLBs are required to provide funds for the resolution of troubled savings associations and to contribute to low and moderately priced housing programs through direct loans or interest subsidies on advances targeted for community investment and low- and moderate-income housing projects. These contributions have affected adversely the level of FHLB dividends paid and could continue to do so in the future. These contributions could also have an adverse effect on the value of FHLB stock in the future. A reduction in value of the Bank's FHLB stock may result in a corresponding reduction in the Bank's capital. 39 FEDERAL AND STATE TAXATION FEDERAL TAXATION. HMN and its subsidiaries file consolidated federal income tax returns on a calendar year basis using the accrual method of accounting. Prior to 1996, savings institutions were subject to special bad debt reserve rules and certain other rules. During this period of time, a savings institution that held 60% or more of its assets in "qualifying assets" (as defined in the Internal Revenue Code) was permitted to maintain reserves for bad debts and to make annual additions to such reserves that qualified as deductions from taxable income, HMN was in compliance with this requirement. A qualifying thrift institution could elect annually to compute its allowable additons to bad debt reserves under either the percentage of taxable income method or the experience method. The percentage of taxable income method of calculating bad debt reserves limited the applicable percentage deduction to 8% of taxable income and could not cause the reserves to exceed 6% of qualifying loans at the end of the taxable year. HMN used the experience method to calculate additions to tax bad debt reserves through tax year 1995. Beginning in 1996, the favorable bad debt method described above was repealed putting savings insitutions on the same tax bad debt method as commercial banks. This legislation requires recapture of the amount of the tax bad debt reserves to the extent that they exceed the adjusted base year reserve ("the applicable excess reserves"). The applicable excess reserves are recaptured over a six-year period. This recapture period can be deferred for a period of up to two years to the extent that a certain residential lending test is met. HMN has previously provided taxes for the applicable excess reserves. In addition to the regular income tax, corporations, including savings associations such as the Bank, generally are subject to a minimum tax. An alternative minimum tax is imposed at a minimum tax rate of 20% on alternative minimum taxable income, which is the sum of a corporation's regular taxable income (with certain adjustments) and tax preference items, less any available exemption. The alternative minimum tax is imposed to the extent it exceeds the corporation's regular income tax and net operating losses can offset no more than 90% of alternative minimum taxable income. To the extent earnings appropriated to a savings association's bad debt reserves for "qualifying real property loans" and deducted for federal income tax purposes before 1988 exceed the allowable amount of such reserves computed under the experience method and to the extent of the association's supplemental reserves for losses on loans ("Excess"), such Excess may not, without adverse tax consequences, be utilized for the payment of cash dividends or other distributions to a shareholder (including distributions on redemption, dissolution or liquidation) or for any other purpose (except to absorb bad debt losses). As of December 31, 1997, the Bank's Excess for tax purposes totaled approximately $8.8 million. HMN was incorporated in 1994 and filed its first consolidated Federal income tax return with its subsidiaries for the year ended December 31, 1994. The return required to be filed for 1997 has been extended and will be filed by September 1998. The Bank and its consolidated subsidiaries have been audited by the IRS with respect to consolidated federal income tax returns through December 31, 1983. With respect to years examined by the IRS, either all deficiencies have been satisfied or sufficient reserves have been established to satisfy asserted deficiencies. In the opinion of management, any examination of still open returns (including returns of subsidiaries and predecessors of, or entities merged into, the Bank) would not result in a deficiency which could have a material adverse effect on the consolidated financial condition of HMN. MINNESOTA TAXATION. HMN and its subsidiaries that operate in Minnesota are subject to Minnesota state taxation. A Minnesota corporation's income or loss is allocated based on a three-factor apportionment of the corporation's Minnesota gross receipts, payroll and property over the total gross receipts, payroll and property of all corporations in the unitary group. The corporate tax rate in Minnesota is 9.8%. The Minnesota Alternative Minimum Tax rate is 5.8%. 40 The Bank and it subsidiaries have not been audited by the Minnesota taxation authorities. IOWA TAXATION. On December 5, 1997 the Bank acquired MFC and its subsidiaries which were located in the state of Iowa. The Bank is now subject to Iowa Franchise tax on an apportionment basis weighted based upon deposits located within Iowa to total deposits of the Bank. Income apportioned to Iowa is subject to a 5% tax rate. DELAWARE TAXATION. As a Delaware holding company, HMN is exempted from Delaware corporate income tax but is required to file an annual report with and pay an annual fee to the State of Delaware. HMN is also subject to an annual franchise tax imposed by the State of Delaware. 41 ITEM 2. PROPERTIES The following table sets forth information concerning the main office and each branch office of HMN at December 31, 1997. At December 31, 1997, HMN's premises had an aggregate net book value of approximately $4.6 million. YEAR OWNED OR NET BOOK VALUE AT LOCATION ACQUIRED LEASED DECEMBER 31, 1997(1) - - ------------------------------ -------- -------- -------------------- (In Thousands) MAIN OFFICE: 101 North Broadway 1975 Owned 341 Spring Valley, Minnesota FULL SERVICE BRANCHES: 201 Oakland Avenue 1960 Owned 176 Austin, Minnesota Crossroads Shopping Center 1962 Owned 500 Rochester, Minnesota 4th & Center 1973 Owned 123 Winona, Minnesota 208 South Walnut 1975 Owned 90 LaCrescent, Minnesota 1110 6th St., NW 1982 Owned 878 Rochester, Minnesota 143 West Clark Street 1993 Owned 582 Albert Lea, Minnesota 303 W. Main St. 1997 Owned 636 Marshalltown, Iowa 119 W. High St. 1997 Leased 3 Toledo, Iowa 29 S. Center 1997 Owned 159 Marshalltown, Iowa MORTGAGE BANKING/BROKERAGE OFFICES: 9973 Valley View Road 1996 Leased --- Eden Prairie, Minnesota 7101 Northland Circle, Suite 105 1997 Leased --- Brooklyn Park, Minnesota - - --------------------- (1) Does not include $955,163 of net furniture and equipment distributed between all of the above offices or its subsidiaries. 42 During 1997 HMN purchased land totaling $392,700 in order to build new retail banking facilities in Spring Valley and Winona. During 1997 HMN spent $700,000 for construction in process on the two banking facilities. During 1998 HMN will spend approximately $2,200,000 to complete its building projects and provide the buildings with furniture and equipment. The facilities will replace the existing retail facilities in both locations. HMN believes that its remaining facilities are adequate to meet their present needs. The Bank's depositor and borrower customer files are maintained by an independent data processing company. The net book value of the data processing and computer equipment utilized by the Bank at December 31, 1997 was approximately $575,000. ITEM 3. LEGAL PROCEEDINGS From time to time, the Bank and HMN are involved as plaintiff or defendant in various legal proceedings arising in the normal course of its business. While the ultimate outcome of these various legal proceedings cannot be predicted with certainty, it is the opinion of management that the resolution of these legal actions should not have a material effect on HMN's consolidated financial condition or results of operations. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. PART II ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED SECURITY HOLDER MATTERS The information on pages 26, 48 and the back cover page of the Annual Report to Security Holders for the year ended December 31, 1997 is incorporated herein by reference. ITEM 6. SELECTED FINANCIAL DATA The information on page 11 of the Annual Report to Security Holders for the year ended December 31, 1997 is incorporated herein by reference. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The information on pages 12 through 26 of the Annual Report to Security Holders for the year ended December 31, 1997 is incorporated herein by reference. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK The information on pages 21 through 23 of the Annual Report to Security Holders for the year ended December 31, 1997 is incorporated herein by reference. 43 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The information on pages 27 through 48 of the Annual Report to Security Holders for the year ended December 31, 1997 is incorporated herein by reference. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT The information on pages 5 through 8 of the Registrant's definitive Proxy Statement dated March 30, 1998 is incorporated herein by reference. See "Business - Executive Officers" in Part I of the Form 10-K for information regarding executive officers. ITEM 11. EXECUTIVE COMPENSATION The information on pages 8 through 14 of the Registrant's definitive Proxy Statement dated March 30, 1998 is incorporated herein be reference, except for information contained under the heading "Compensation Committee Report on Executive Compensation". ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The information on pages 2 through 4 of the Registrant's definitive Proxy Statement dated March 30, 1998 is incorporated herein by reference. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS None. 44 PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (a) FINANCIAL STATEMENTS, FINANCIAL STATEMENT SCHEDULES AND EXHIBITS 1. Financial Statements The following information appearing in the Registrant's Annual Report to Security Holders for the year ended December 31, 1997, is incorporated by reference in this Form 10-K Annual Report as Exhibit 13. Pages in 1997 Annual Annual Report Section Report --------------------- ----------- Five Year Consolidated Financial Highlights 11 Consolidated Balance Sheets -- December 31, 1997 and 1996 27 Consolidated Statements of Income -- Each of the Years in the Three-Year Period Ended December 31, 1997 28 Consolidated Statement of Stockholders' Equity -- Each of the Years in the Three-Year Period Ended December 31, 1997 29 Consolidated Statements of Cash Flows -- Each of the Years in the Three-Year Period Ended December 31, 1997 30 Notes to Consolidated Financial Statements 31 - 44 Independent Auditors' Report 45 Selected Quarterly Financial Data 46 - 47 Other Financial Data 48 Common Stock Price Information 48 2. Financial Statement Schedules All financial statement schedules have been omitted as information is not required under the related instructions, is not applicable or has been included in the Notes to Consolidated Financial Statements. 45 3. Exhibits Reference Sequential to Prior Page Numbering Filing or Where Attached Exhibit Exhibits Are Regulation S-K Number Located in This Exhibit Number Document Attached Hereto Form 10-K Report -------------- ---------------------------- --------------- ---------------- 2 Agreement and Plan of Merger ***** Not applicable dated July 1, 1997 3 (i) Articles of Incorporation * Not applicable (ii) By-laws ****** Not applicable 4 Instruments defining the rights of security * Not applicable holders, including indentures 9 Voting trust agreement Not applicable Not applicable 10.1 + Employment agreement for Mr. Weise ** Not applicable dated June 29, 1994 Extension of Employment Contract ******* Not applicable 10.2 + Employment agreement for Mr. Gardner ** Not applicable dated June 29, 1994 Extension of Employment Contract ******* Not applicable 10.3 + Directors Deferred Compensation Plan ** Not applicable 10.4 + 1995 Recognition and Retention Plan *** Not applicable 10.5 + 1995 Stock Option and Incentive Plan *** Not applicable 11 Statement re: Computation of per share 11 Filed electronically earnings 12 Statement re: Computation of ratios Not applicable Not applicable 13 Annual Report to Security Holders 13 Filed electronically 16 Letter re: Change in certifying accountant Not applicable Not applicable 18 Letter re: Change in accounting principles Not applicable Not applicable 21 Subsidiaries of Registrant 21 Filed electronically + Management contract of compensatory arrangement. 46 Reference Sequential to Prior Page Numbering Filing or Where Attached Exhibit Exhibits Are Regulation S-K Number Located in This Exhibit Number Document Attached Hereto Form 10-K Report -------------- ---------------------------- --------------- ---------------- 22 Published report regarding matters Not applicable Not applicable submitted to vote of security holders 23 Consent of KPMG Peat Marwick LLP 23 Filed electronically dated March 26, 1998 24 Power of Attorney Not applicable Not applicable 27.1 Finacial Data Schedule 27.1 Filed electronically Year ended 1997 27.2 Financial Data Schedule 27.2 Filed electronically Restated for quarters ended March 31, 1997 June 30, 1997 and September 30, 1997 27.3 Financial Data Schedule 27.3 Filed electronically Restated for March 31, 1996, June 30, 1996 September 30, 1996 and December 31, 1996 27.4 Financial Data Schedule 27.4 Filed electronically Restated for the year ended December 31, 1995 28 Information from reports furnished to None Not applicable state insurance regulatory authorities 99 Additional exhibits None Not applicable - - ------------- * Filed April 1, 1994, as exhibits to the Registrant's Form S-1 registration statement (Registration No. 33-77212) pursuant to the Securities Act of 1933. All of such previously filed documents are hereby incorporated herein by reference in accordance with Item 601 of Regulation S-K. ** Filed as an exhibit to the Registrant's Form 10-K for 1994 (file no. 0-24100). All previously filed documents are hereby incorporated by reference in accordance with Item 601 of Regulation S-K. *** Filed as an exhibit to the Registrant's Form 10-K for 1995 (file no. 0-24100). All previously filed documents are hereby incorporated by reference in accordance with Item 601 of Regulation S-K. ****Filed as an exhibit to the Registrant's Form 10-K for 1996 (file no. 0-24100). All previously filed documents are hereby incorporated by reference in accordance with Item 601 of Regulation S-K. *****Filed as an exhibit to Current Report of Form 8-K dated July 1, 1997, filed on July 10, 1997. All previously filed documents are hereby incorporated by reference. ******Filed as an exhibit to the Registrant's Form 10-Q for the third quarter of 1997 (file no. 0-24100). All previously filed documents are hereby incorporated by reference. *******Filed as an exhibit to the Registrant's Form 10-Q for the second quarter of 1997 (file no. 0-24100). All previously filed documents are hereby incorporated by reference. 47 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. HMN FINANCIAL, INC. Date: March 31, 1998 By: /s/ Roger P. Weise ----------------------------- ------------------------------------- Roger P. Weise (Duly Authorized Representative) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. By: /s/ Roger P. Weise By: /s/ James B. Gardner ----------------------------- ------------------------------------- Roger P. Weise, Chairman of James B. Gardner, the Board, President and Chief Executive Vice President and Director Executive Officer (Principal (Principal Financial Officer) Executive and Operating Officer) Date: March 31, 1998 Date: March 31, 1998 ----------------------------- ----------------------------------- By: /s/ Irma R. Rathbun By: /s/ Timothy R. Geisler ------------------------------- ------------------------------------- Irma R. Rathbun, Director Timothy R. Geisler, Director Date: March 31, 1998 Date: March 31, 1998 ----------------------------- ----------------------------------- By: /s/ M. F. Schumann By: /s/ Duane D. Benson ------------------------------- ------------------------------------- M.F. Schumann, Director Duane D. Benson, Director Date: March 31, 1998 Date: March 31, 1998 ----------------------------- ----------------------------------- By: /s/ Dwain C. Jorgensen ------------------------------- Dwain C. Jorgensen, Vice President and Controller (Principal Accounting Officer) Date: March 31, 1998 ----------------------------- 48 INDEX TO EXHIBITS Sequential Page Numbering Where Attached Exhibits Are Regulation S-K Located in This Exhibit Number Document Form 10-K Report -------------- ------------------------------------- ---------------- 11 Statement re: Computation of per share earnings Filed electronically 13 Annual Report to Security Holders Filed electronically 21 Subsidiaries of Registrant Filed electronically 23 Consent of KPMG Peat Marwick LLP Filed electronically dated March 26, 1998 27.1 Finacial Data Schedule Filed electronically Year ended 1997 27.2 Financial Data Schedule Filed electronically Restated for quarters ended March 31, 1997, June 30, 1997 and September 30, 1997 27.3 Financial Data Schedule Filed electronically Restated for March 31, 1996, June 30, 1996, September 30, 1996 and December 31, 1996 27.4 Financial Data Schedule Filed electronically Restated for the year ended December 31, 1995 49