<PAGE>
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, 1999
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. [ ]
As of March 15, 2000, the Registrant had issued and outstanding 4,640,477
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 15, 2000 was
$39.8 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, 1999,
are incorporated by reference in Parts I, II and IV of this Form 10-K. Parts of
the Registrant's Proxy Statement dated March 21, 2000, are incorporated by
reference in Part III of this Form 10-K.
<PAGE>
TABLE OF CONTENTS
PART I
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Item 1. Business ................................................................................................. 3
General ......................................................................................... 3
Lending Activities .............................................................................. 4
Investment Activities ...........................................................................20
Sources of Funds ................................................................................24
Other Information
Service Corporations........................................................................28
Competition.................................................................................28
Other Corporations Owned by HMN.............................................................28
Employees...................................................................................29
Regulation ......................................................................................29
Taxation ........................................................................................38
Item 2. Properties ...............................................................................................40
Item 3. Legal Proceedings ........................................................................................41
Item 4. Submission of Matters to a Vote of Security Holders ......................................................41
PART II
Item 5. Market for the Registrant's Common Stock and Related Stockholder
Matters .........................................................................................41
Item 6. Selected Financial Data ..................................................................................41
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations ...........................................................................41
Item 7A. Quantitative and Qualitative Disclosure About Market Risk ...............................................41
Item 8. Financial Statements and Supplementary Data ..............................................................41
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure ............................................................................41
PART III
Item 10. Directors and Executive Officers of the Registrant ......................................................42
Item 11. Executive Compensation ..................................................................................42
Item 12. Security Ownership of Certain Beneficial Owners and Management ..........................................42
Item 13. Certain Relationships and Related Transactions ..........................................................42
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K..........................................43
Signatures .......................................................................................................46
Index to Exhibits ................................................................................................47
</TABLE>
2
<PAGE>
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. On
April 30, 1999 MSL was liquidated and its assets and liabilities were
transferred to the Bank. 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 a mortgage banking and mortgage brokerage facility located in
Brooklyn Park, Minnesota.
The Company's financial statements identify the Bank and MSI as
reportable operating segments. In addition, MSI has been segmented further
into mortgage servicing rights and mortgage banking activities. The
information on pages 51 - 52 of the Company's annual report is incorporated
herein by reference.
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.
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, commercial real estate,
and multi-family mortgage loans in addition to consumer, construction, and
commercial business 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 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 and Technical College, University of Minnesota -
Rochester Center, Winona State University - Rochester Center and Austin's
Riverland Community College.
3
<PAGE>
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 operations.
Based upon information obtained from the Minnesota State Demographic
Center for 1997, the population of the six primary counties in the Bank's
Minnesota market area was as follows: Fillmore - 20,900; Freeborn - 32,500;
Houston -19,300; Mower - 37,600; Olmsted - 116,500; and Winona - 49,500.
Total income per capita for 1997 in these six counties ranged from
approximately $19,300 to $27,200.
Based upon information obtained from the State Library of Iowa for 1997,
the population of Marshall County was 38,800 and the population of Tama
County was 17,700. Total income per capita of the above mentioned Iowa
counties ranged from approximately $20,600 to $22,800.
MSI is a mortgage banking and mortgage brokerage office located in
Brooklyn Park, Minnesota. The office primarily originates single family
residential loans for sale in the secondary market or purchases loans from
third party originators located primarily in the seven county metropolitan
area of Minneapolis and St. Paul and sells the loans and generally the
related servicing rights to those loans in the secondary market. In the past
MSI has also purchased mortgage servicing rights from third parties for the
purpose of generating loan servicing income.
LENDING ACTIVITIES
GENERAL. Historically, HMN 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, HMN has emphasized the
origination or purchase of loans for the loan portfolio which have shorter
terms to maturity such as 15 year, fixed rate residential loans and Graduated
Equity Mortgages ("GEMs") which fully amortize in 15 to 20 years. HMN has
also emphasized the origination or purchase of Adjustable Rate Mortgage loans
("ARMs") for portfolio which have interest rates which are fixed for an
initial period of one, three or five years and then generally adjust
annually, thereafter, based upon a treasury interest rate index plus a
certain margin, subject to annual and lifetime rate adjustment limits.
Throughout 1999 HMN sold the majority of the fixed rate one-to-four family
mortgage loan originations in order to reduce its interest rate risk. In 1998
HMN hired experienced commercial loan officers who have actively pursued
commercial real estate and other commercial business loans to small and
medium sized businesses. HMN also offers a competitive array of consumer loan
products which include both open lines and closed ended home equity loans as
well as other consumer loans. The home equity line of credit has an
adjustable interest rate based upon the Wall Street Journal prime rate plus a
margin.
4
<PAGE>
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 December 31:
<TABLE>
<CAPTION>
1999 1998 1997
------------------- ------------------- --------------------
(DOLLARS IN THOUSANDS) AMOUNT PERCENT AMOUNT PERCENT AMOUNT PERCENT
-------- ------- -------- ------- -------- --------
REAL ESTATE LOANS:
<S> <C> <C> <C> <C> <C> <C>
One-to-four family.................. $344,674 70.95% $365,496 79.31% $395,668 87.58%
Multi-family........................ 8,489 1.75 4,719 1.02 2,717 0.60
Commercial.......................... 43,894 9.04 28,990 6.29 10,572 2.34
Construction or development......... 16,046 3.30 15,155 3.29 5,725 1.27
-------- ------ -------- ------ -------- ------
Total real estate loans.......... 413,103 85.04 414,360 89.91 414,682 91.79
-------- ------ -------- ------ -------- ------
OTHER LOANS:
Consumer loans:
Savings account.................... 733 0.15 994 0.22 1,362 0.30
Education.......................... 85 0.02 118 0.03 123 0.03
Automobile......................... 4,532 0.93 2,897 0.63 2,438 0.54
Home equity line................... 22,437 4.62 19,476 4.22 19,490 4.31
Home equity........................ 17,349 3.57 9,566 2.08 7,176 1.59
Home improvement................... 321 0.07 436 0.09 652 0.14
Other.............................. 2,779 0.57 1,313 0.28 624 0.14
-------- ------ -------- ------ -------- ------
Total consumer loans............. 48,236 9.93 34,800 7.55 31,865 7.05
Commercial business loans........... 24,435 5.03 11,695 2.54 5,226 1.16
-------- ------ -------- ------ -------- ------
Total other loans................ 72,671 14.96 46,495 10.09 37,091 8.21
-------- ------ -------- ------ -------- ------
Total loans................... 485,774 100.00% 460,855 100.00% 451,773 100.00%
------ ------ ------
------ ------ ------
LESS:
Loans in process.................... 2,771 7,997 4,562
Unamortized discounts............... 297 414 547
Net deferred loan fees.............. 1,537 1,948 1,847
Allowance for losses on loans....... 3,273 3,041 2,748
-------- -------- --------
Total loans receivable, net... $477,896 $447,455 $442,069
-------- -------- --------
-------- -------- --------
<CAPTION>
1996 1995
------------------- --------------------
(DOLLARS IN THOUSANDS) AMOUNT PERCENT AMOUNT PERCENT
-------- ------- -------- -------
<S> <C> <C> <C> <C>
REAL ESTATE LOANS:
One-to-four family....................... $321,340 90.19% $292,497 90.62%
Multi-family............................. 280 0.08 361 0.11
Commercial............................... 7,918 2.22 8,744 2.71
Construction or development.............. 3,474 0.98 5,082 1.58
-------- ------ -------- ------
Total real estate loans............... 333,012 93.47 306,684 95.02
-------- ------ -------- ------
OTHER LOANS:
Consumer loans:
Savings account......................... 938 0.26 1,210 0.37
Education............................... 467 0.13 342 0.11
Automobile.............................. 566 0.16 671 0.21
Home equity line........................ 11,881 3.33 3,509 1.09
Home equity............................. 5,927 1.67 7,997 2.47
Home improvement........................ 585 0.16 785 0.24
Other................................... 568 0.16 545 0.17
-------- ------ -------- ------
Total consumer loans.................. 20,932 5.87 15,059 4.66
Commercial business loans................ 2,344 0.66 1,018 0.32
-------- ------ -------- ------
Total other loans..................... 23,276 6.53 16,077 4.98
-------- ------ -------- ------
Total loans........................ 356,288 100.00% 322,761 100.00%
------ ------
------ ------
LESS:
Loans in process......................... 2,814 3,531
Unamortized discounts.................... 417 289
Net deferred loan fees................... 1,695 1,899
Allowance for losses on loans............ 2,340 2,191
-------- --------
Total loans receivable, net........ $349,022 $314,851
-------- --------
-------- --------
</TABLE>
5
<PAGE>
The following table shows the composition of HMN's loan portfolio by
fixed- and adjustable-rate loans as of December 31:
<TABLE>
<CAPTION>
1999 1998 1997
------------------ -------------------- --------------------
(DOLLARS IN THOUSANDS) Amount Percent Amount Percent Amount Percent
-------- ------- -------- ------- -------- -------
<S> <C> <C> <C> <C> <C> <C>
FIXED-RATE LOANS
Real estate:
One-to-four family
GEM......................................... $ 51,309 10.56% $ 56,211 12.20% $ 53,258 11.79%
Other....................................... 187,796 38.66 227,790 49.43 256,263 56.72
-------- ------- -------- ------- -------- -------
Total one-to-four family................... 239,105 49.22 284,001 61.63 309,521 68.51
Multi-family................................. 7,549 1.56 3,509 0.76 2,490 0.55
Commercial................................... 27,801 5.72 17,768 3.86 1,914 0.42
Construction or development.................. 5,011 1.03 9,366 2.03 3,180 0.71
-------- ------- -------- ------- -------- -------
Total fixed-rate real estate loans......... 279,466 57.53 314,644 68.27 317,105 70.19
-------- ------- -------- ------- -------- -------
Consumer loans:
Savings...................................... 733 0.15 994 0.22 1,362 0.30
Education.................................... 85 0.02 0 0.00 0 0.00
Automobile................................... 4,532 0.93 2,897 0.63 2,437 0.54
Home equity.................................. 16,962 3.49 9,384 2.04 6,701 1.48
Home improvement............................. 321 0.07 436 0.09 652 0.14
Other........................................ 2,696 0.55 1,175 0.25 612 0.14
-------- ------- -------- ------- -------- -------
Total consumer loans....................... 25,329 5.21 14,886 3.23 11,764 2.60
-------- ------- -------- ------- -------- -------
Commercial business loans..................... 18,936 3.90 10,157 2.20 5,226 1.16
-------- ------- -------- ------- -------- -------
Total other loans.......................... 44,265 9.11 25,043 5.43 16,990 3.76
-------- ------- -------- ------- -------- -------
Total fixed-rate loans..................... 323,731 66.64 339,687 73.71 334,095 73.95
-------- ------- -------- ------- -------- -------
ADJUSTABLE-RATE LOANS
Real estate:
One-to-four family........................... 105,569 21.73 81,495 17.68 86,147 19.07
Multi-family................................. 724 0.15 1,210 0.26 227 0.05
Commercial................................... 16,309 3.36 11,222 2.44 8,658 1.92
Construction or development.................. 11,035 2.27 5,789 1.26 2,545 0.56
-------- ------- -------- ------- -------- -------
Total adjustable-rate real estate loans.... 133,637 27.51 99,716 21.64 97,577 21.60
Consumer (home equity and other).............. 22,907 4.72 19,914 4.32 20,101 4.45
Commercial business loans..................... 5,499 1.13 1,538 0.33 0 0.00
-------- ------- -------- ------- -------- -------
Total adjustable-rate loans................ 162,043 33.36 121,168 26.29 117,678 26.05
-------- ------- -------- ------- -------- -------
Total loans................................ 485,774 100.00% 460,855 100.00% 451,773 100.00%
-------- ------- -------- ------- -------- -------
------- ------- -------
LESS
Loans in process.............................. 2,771 7,997 4,562
Unamortized discounts......................... 297 414 547
Net deferred loan fees........................ 1,537 1,948 1,847
Allowance for losses on loans................. 3,273 3,041 2,748
-------- -------- --------
Total loans receivable, net................ $477,896 $447,455 $442,069
-------- -------- --------
-------- -------- --------
<CAPTION>
1996 1995
------------------- --------------------
(DOLLARS IN THOUSANDS) Amount Percent Amount Percent
-------- ------- -------- -------
<S> <C> <C> <C> <C>
FIXED-RATE LOANS
Real estate:
One-to-four family
GEM........................................... $ 48,831 13.71% $ 30,175 9.35%
Other......................................... 187,519 52.63 181,401 56.20
-------- ------- -------- -------
Total one-to-four family..................... 236,350 66.34 211,576 65.55
Multi-family................................... 223 0.06 302 0.10
Commercial..................................... 1,276 0.36 1,518 0.47
Construction or development.................... 2,970 0.83 4,848 1.50
-------- ------- -------- -------
Total fixed-rate real estate loans........... 240,819 67.59 218,244 67.62
-------- ------- -------- -------
Consumer loans:
Savings........................................ 938 0.26 1,210 0.37
Education...................................... 434 0.12 299 0.09
Automobile..................................... 566 0.16 671 0.21
Home equity.................................... 5,338 1.50 7,254 2.25
Home improvement............................... 585 0.16 785 0.24
Other.......................................... 568 0.16 545 0.17
-------- ------- -------- -------
Total consumer loans......................... 8,429 2.36 10,764 3.33
-------- ------- -------- -------
Commercial business loans....................... 1,344 0.38 1,018 0.32
-------- ------- -------- -------
Total other loans............................ 9,773 2.74 11,782 3.65
-------- ------- -------- -------
Total fixed-rate loans....................... 250,592 70.33 230,026 71.27
-------- ------- -------- -------
ADJUSTABLE-RATE LOANS
Real estate:
One-to-four family............................. 84,990 23.85 80,921 25.07
Multi-family................................... 57 0.02 59 0.02
Commercial..................................... 6,642 1.87 7,226 2.24
Construction or development.................... 504 0.14 234 0.07
-------- ------- -------- -------
Total adjustable-rate real estate loans...... 92,193 25.88 88,440 27.40
Consumer (home equity and other)................ 12,503 3.51 4,295 1.33
Commercial business loans....................... 1,000 0.28 0 0.00
-------- ------- -------- -------
Total adjustable-rate loans.................. 105,696 29.67 92,735 28.73
-------- ------- -------- -------
Total loans.................................. 356,288 100.00% 322,761 100.00%
-------- ------- -------- -------
------- -------
LESS
Loans in process................................ 2,814 3,531
Unamortized discounts........................... 417 289
Net deferred loan fees.......................... 1,695 1,899
Allowance for losses on loans................... 2,340 2,191
-------- --------
Total loans receivable, net.................. $349,022 $314,851
-------- --------
-------- --------
</TABLE>
6
<PAGE>
The following schedule illustrates the interest rate sensitivity of
HMN's loan portfolio at December 31, 1999. 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.
<TABLE>
<CAPTION>
Real Estate
----------------------------------------------------------------------
Multi-family and
One-to-four Family Commercial Construction
---------------------- ---------------------- --------------------
Weighted Weighted Weighted
Average Average Average
(DOLLARS IN THOUSANDS) Amount Rate Amount Rate Amount Rate
------- ----- ------- ------ ------- ------
Due During
Years Ending
December 31,
<S> <C> <C> <C> <C> <C> <C>
2000(1)................ $ 22,853 7.41% $ 5,498 8.97% $ 9,329 8.18%
2001................... 19,678 7.29 3,644 8.49 2,700 8.50
2002................... 19,568 7.24 4,000 8.22 260 8.58
2003 through 2004...... 40,196 7.21 10,997 8.36 83 7.56
2005 through 2009...... 94,329 7.16 19,472 8.21 273 7.58
2010 through 2024...... 130,735 7.12 8,772 8.18 1,955 7.60
2025 and following..... 17,315 7.06 0 0.00 1,446 7.58
---------- --------- --------
$ 344,674 $ 52,383 $ 16,046
---------- --------- --------
---------- --------- --------
<CAPTION>
Commercial
Consumer Business Total
--------------------- ---------------------- --------------------
Weighted Weighted Weighted
Average Average Average
(DOLLARS IN THOUSANDS) Amount Rate Amount Rate Amount Rate
------- ------ ------ ------ ------- -----
Due During
Years Ending
December 31,
<S> <C> <C> <C> <C> <C> <C>
2000(1)................ $ 1,936 10.40% $ 3,787 8.78% $ 43,403 8.02%
2001................... 746 9.82 1,567 8.33 28,335 7.68
2002................... 2,167 9.18 3,238 8.33 29,233 7.65
2003 through 2004...... 7,495 8.24 11,417 8.26 70,188 7.67
2005 through 2009...... 5,254 8.67 1,815 8.71 121,143 7.42
2010 through 2024...... 30,638 9.40 2,611 7.91 174,711 7.59
2025 and following..... 0 0.00 0 0.00 18,761 7.10
---------- --------- ----------
$ 48,236 $ 24,435 $485,774
---------- --------- ----------
---------- --------- ----------
</TABLE>
(1) Includes demand loans, loans having no stated maturity, overdraft
loans and education loans.
The total amount of loans due after December 31, 2000 which have
predetermined interest rates is $292.0 million, while the total amount of
loans due after such dates which have floating or adjustable interest rates
is $144.1 million.
At December 31, 1999 construction or development loans for one-to-four
family dwellings totaled $6.3 million, multi-family totaled $4.0 million, and
non-residential totaled $5.7 million.
7
<PAGE>
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, 1999, based upon the 15% limitation, the Bank's
regulatory limit for loans-to-one borrower was approximately $7.2 million.
However, at December 31, 1999, the largest dollar amount outstanding to one
borrower or group of related borrowers was $6.27 million. This loan, which is
secured by a shopping mall located in Winona, Minnesota, was performing in
accordance with its terms at December 31, 1999.
The Bank's Mortgage and Consumer 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. For the majority of 1999 the Limit
was $240,000, compared to $227,150 for the majority of 1998. 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 its regularly scheduled meetings.
The Bank's commercial loan officers have the authority to approve
loans which meet the guidelines established by the commercial loan policy for
loans up to $250,000. The Bank's Commercial Loan Committee is responsible for
reviewing and approving commercial loans which range from $250,001 to $4.0
million. Loans exceeding the $4.0 million must be approved by the Board of
Directors.
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. The Bank also offers 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. At December 31,
1999 HMN's one-to-four family real estate loans totaled $344.7 million, a
decline of $20.8 million, compared to $365.5 million at December 31, 1998
which declined by $30.2 million compared to $395.7 million at December 31,
1997. In order to reduce its interest rate risk the Bank sold 62% of all
one-to-four family mortgage loans originated or refinanced during 1999. The
Bank converted $6.9 million of one-to-four family loans during 1999 into
mortgage-backed securities (securitization) and transferred the securities
into securities available for sale. It also sold another $10.2 million of
one-to-four family loans from the loan portfolio. The impact of the loan
securitization and sales when coupled with the principal repayments caused
the one-to-four family loan portfolio to decline by $20.8 million during
1999. During 1998, the Bank securitized and sold $27.9 million of one-to-four
family residential loans out of its loan portfolio. It also sold
approximately 44% of the Bank's one-to-four family residential loans that
were originated or refinanced in 1998. The loan securitizations and the loan
sales, when coupled with the accelerated prepayments experienced in the loan
portfolio during 1998, caused the one-to-four family real estate loan
portfolio to decline $30.2 million from December 31, 1997 to December 31,
1998.
8
<PAGE>
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 million 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.
The GEM loans require 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 has primarily offered 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. During 1999 the GEM
program was discontinued by HMN. At December 31, 1999, HMN had $51.3 million
of GEM loans, a decrease of $3.9 million from $56.2 million at December 31,
1998, compared to $53.3 million at December 31, 1997, $48.8 million at
December 31, 1996 and $30.2 million at December 31, 1995.
In addition to the GEM loan program, HMN offers other conventional
fixed-rate one-to-four family loans with maximum terms of up to 30 years. HMN
generally sells the majority of new loan originations or refinances with
fixed rates and terms to maturity ranging from 15 years to 30 years that are
eligible for sale in the secondary market. The interest rates charged on the
fixed-rate loan products are generally set based on the FNMA or FHLMC
delivery rates, as well as other competitive factors. At December 31, 1999,
HMN had $187.8 million of fixed-rate one-to-four family mortgage loans, a
decrease of $40.0 million compared to $227.8 million at December 31, 1998,
$256.3 million at December 31, 1997, $187.5 million at December 31, 1996 and
$181.4 at December 31, 1995.
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 the
date the first interest rate change occurs. Generally, the ARMs provide for
up to a 200 basis point annual interest rate change cap and a lifetime cap
600 basis points over or under the initial rate. Initial interest rates
offered on the ARM loans during 1999 ranged from 198 basis points below the
fully indexed loan rate to 275 basis points over the fully indexed loan rate.
All borrowers are now qualified for the loan at the fully indexed rate. 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. 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, 1999, the one-to-four family ARMs totaled $105.6 million, an
increase of $24.1 million compared to $81.5 million at December 31, 1998,
$86.1 million at December 31, 1997, $85.0 million at December 31, 1996 and
$80.9 million at December 31, 1995.
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 the borrower's credit history, ability to make principal,
interest and escrow payments, and 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
9
<PAGE>
HMN are appraised by independent fee appraisers or by HMN's staff appraiser.
HMN originates residential mortgage 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 generally 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.
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 and
multi-family loans outside of its market area originated by other third
parties. Commercial real estate loans totaled $43.9 million at December 31,
1999, an increase of $14.9 million from $29.0 million at December 31, 1998,
compared to $10.6 million at December 31, 1997, $7.9 million at December 31,
1996 and $8.7 million at December 31, 1995. Multi-family loans totaled $8.5
million at December 31, 1999, an increase of $3.8 million from $4.7 million
at December 31, 1998, compared to $2.7 million at December 31, 1997.
The commercial real estate and multi-family loan portfolio includes
loans secured by motels, hotels, apartment buildings, churches, small office
buildings, small business facilities, shopping malls, nursing homes and other
non-residential building properties primarily located in the upper Midwestern
United States.
Permanent commercial real estate and multi-family loans are
generally originated for a maximum term of 15 years and may have longer
amortization periods with balloon maturity features. The interest rates may
be fixed for the term of the loan or have adjustable features which are tied
to prime or a treasury index. Commercial real estate and multi-family loans
are generally written in amounts of up to 75% of the lesser of the appraised
value of the property or the purchase price and generally have a debt service
coverage ratio of at least 120%. The debt service coverage is the ratio of
net cash from operations before payment of debt to debt service. HMN may
originate construction loans secured by commercial or multi-family real
estate, or may purchase participation interests in third party originated
construction loans secured by commercial or multi-family real estate.
Appraisals on commercial real estate and multi-family real estate
properties are performed by independent appraisers prior to the time the loan
is made. All appraisals on commercial and multi-family real estate are
reviewed and approved by a commercial loan officer. 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. All commercial real estate and multi-family
loans over $250,000 must be approved by a majority of the commercial loan
committee prior to closing. The commercial loan policy generally requires
personal guarantees from the proposed borrowers. Once the loan is closed, HMN
performs an annual on-site inspection on collateral properties for loans with
balances in excess of $250,000 and also includes an annual review of the
financial performance of the property to determine that it is performing as
anticipated.
At December 31, 1999, HMN's two largest commercial real estate loans
totaled $6.3 million and $5.0 million. The first loan is secured by a
shopping mall in Winona, Minnesota and the second loan is secured by a hotel
and other commercial real estate in St. Cloud, Minnesota. Both of these loans
were performing at December 31, 1999.
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
10
<PAGE>
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, 1999, HMN did not have any commercial real estate
loans or multi-family loans which were 90 days or more delinquent.
CONSTRUCTION LENDING. HMN makes construction loans to individuals
for the construction of their residences and 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. Construction loans also
include commercial real estate loans. HMN had $16.0 million of construction
loans outstanding at December 31, 1999, an increase of $891,000 from $15.2
million at December 31, 1998, compared to $5.7 million at December 31, 1997,
$3.5 million at December 31, 1996 and $5.1 million at December 31, 1995.
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.
Generally, 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 1 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.
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. HMN
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. Generally 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 as built subject
property.
At December 31, 1999 construction real estate loans totaled $16.0
million of which one-to-four family residential loans totaled $6.4 million,
multi-family residential totaled $4.0 million and construction on commercial
real estate totaled $5.6 million.
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.
11
<PAGE>
CONSUMER LENDING. HMN originates a variety of different types of
consumer loans, including home equity loans (open-ended and closed-ended),
education, automobile, home improvement, deposit account and other loans for
household and personal purposes. At December 31, 1999, consumer loans totaled
$48.2 million, an increase of $13.4 million from $34.8 million at December
31, 1998, compared to $31.9 million at December 31, 1997, $20.9 million at
December 31, 1996 and $15.1 million at December 31, 1995.
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 95% 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 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. HMN's closed ended home equity loans
totaled $17.3 million at December 31, 1999, an increase of $7.7 million from
$9.6 million at December 31, 1998, compared to $7.2 million at December 31,
1997, $5.9 million at December 31, 1996 and $8.0 million at December 31,
1995. HMN's open-ended home equity lines totaled $22.4 million at December
31, 1999, an increase of $2.9 million from $19.5 million at December 31,
1998, compared to $19.5 million at December 31, 1997, $11.9 million at
December 31, 1996 and $3.5 million at December 31, 1995.
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, 1999, $177,000 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, historically HMN has maintained a portfolio of commercial business
loans primarily to small retail operations, small manufacturing concerns and
professional firms. More recently HMN has expanded it commercial business
loans to loans collateralized by inventory and or receivables and leasehold
interests on equipment HMN's commercial business loans generally have terms
ranging from six months to five years and may have either fixed or variable
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, leasehold interests in 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 inventory or equipment and generally
have repayment periods of less than ten years. Commercial business loans
totaled $24.4 million at
12
<PAGE>
December 31, 1999, an increase of $12.7 million from $11.7 million at
December 31, 1998, compared to $5.2 million at December 31, 1997, $2.3
million at December 31, 1996 and $1.0 million at December 31, 1995.
Unlike residential mortgage loans, which generally are made on the
basis of the borrower's ability to make repayment from his or her 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,
1999, there were no delinquent commercial business loans.
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 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 originated conventional
fixed-rate, one-to-four family loans has exceeded the dollar volume of GEMs
and ARMs.
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 under-writing standards. The seller generally continues to
service these purchased loans. HMN originated $142.2 million of loans during
1999, a decrease of $6.5 million from $148.7 million for the year ended
December 31, 1998, compared to $68.1 million for the year ended December 31,
1997. HMN purchased $70.0 million of loans during 1999 compared to $71.0
million for the year ended December 31, 1998 and $71.8 million for the year
ended December 31, 1997. The majority of the purchased one-to-four family
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. The
commercial real estate and commercial business loans purchased have terms and
interest rates which are similar in nature to HMN's originated commercial and
business portfolio. All purchased loans are reviewed to determine that each
loan meets certain underwriting requirements. Refer to Note 6 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. HMN purchased $20.4 million of
mortgage-backed securities during 1999, a decrease of $93.4 million from
purchases of $113.8 million for 1998 and $27.5 million in purchases for 1997.
HMN sold $29.3 million of mortgage-backed securities during the year ended
December 31, 1999, a decrease of $67.2 million, compared to sales of $96.5
million for the year ended December 31, 1998 and sales of $67.9 million for
the year ended December 31, 1997. During 1999 cash flow from the
mortgage-backed security portfolio generally was needed to fund loans. See
- --"Investment Activities."
13
<PAGE>
The following table shows the loan and mortgage-backed and related
securities origination, purchase, acquisition, sale and repayment activities
of HMN for the periods indicated.
<TABLE>
<CAPTION>
(DOLLARS IN THOUSANDS)
LOANS Year Ended December 31,
ORIGINATIONS BY TYPE: 1999 1998 1997
---------------------------------------------
<S> <C> <C> <C>
Adjustable-rate:
Real estate - one-to-four family ................. $ 5,965 2,328 1,987
- multi-family ....................... 818 0 0
- commercial ......................... 12,336 5,388 1,000
- construction or development ........ 10,171 787 375
Non-real estate - consumer ......................... 17,481 15,689 16,871
- commercial business .............. 16,671 176 0
--------- --------- ---------
Total adjustable-rate ........................ 63,442 24,368 20,233
--------- --------- ---------
Fixed-rate:
Real estate - one-to-four family ................. 8,240 44,413 32,024
- multi-family ....................... 2,597 1,694 263
- commercial ......................... 15,791 16,882 50
- construction or development ........ 9,544 10,626 6,539
Non-real estate - consumer ......................... 23,267 13,100 7,579
- commercial business .............. 19,305 37,672 1,409
--------- --------- ---------
Total fixed-rate ............................. 78,744 124,387 47,864
--------- --------- ---------
Total loans originated ....................... 142,186 148,755 68,097
--------- --------- ---------
PURCHASES:
Real estate - one-to-four family ................. 47,975 58,512 67,213
- multi-family ....................... 0 8,571 0
- commercial ......................... 10,673 1,172 0
- construction or development ........ 6,793 0 2,425
Non-real estate - commercial business .............. 4,123 2,731 2,174
--------- --------- ---------
Total loans purchased ........................ 69,564 70,986 71,812
--------- --------- ---------
ACQUISITION:
Real estate - one-to-four family ................. 0 0 63,328
- multi-family ....................... 0 0 2,308
- commercial ......................... 0 0 2,099
Non-real estate - consumer ......................... 0 0 2,599
--------- --------- ---------
Total loans acquired .......................... 0 0 70,334
--------- --------- ---------
Transfers from loans held for sale ................... 0 0 96
SALES AND REPAYMENTS:
Real estate - one-to-four family ................. 0 5,878 8,969
- commercial ......................... 685 650 0
Non-real estate - consumer ......................... 246 238 339
--------- --------- ---------
Total sales .................................. 931 6,766 9,308
--------- --------- ---------
Loans securitized and transferred to securities .... 6,925 27,953 16,526
Transfers to loans held for sale ................... 10,187 52,295 4,347
Principal repayments ............................... 163,691 106,824 84,244
--------- --------- ---------
Total reductions ............................. 181,734 193,838 114,425
--------- --------- ---------
Decrease in other items, net ....................... (5,097) (20,517) (2,867)
--------- --------- ---------
Net increase ................................. $ 24,919 5,386 93,047
--------- --------- ---------
--------- --------- ---------
14
<PAGE>
<CAPTION>
<S> <C> <C> <C>
MORTGAGE-BACKED AND RELATED SECURITIES
Loans securitized and transferred to securities .... $ 6,925 27,953 16,526
PURCHASES:
Mortgage-backed securities:(1)
Adjustable-rate ..................................... 0 0 0
Fixed-rate .......................................... 0 1,766 3,426
CMOs and REMICs:
Adjustable-rate ..................................... 0 76,174 3,417
Fixed-rate .......................................... 20,385 35,839 20,617
-------- -------- --------
Total purchases ................................. 20,385 113,779 27,460
-------- -------- --------
ACQUISITION:
Adjustable-rate mortgage-backed securities ........... 0 0 12,522
Fixed-rate mortgage-backed securities ................ 0 0 25,738
-------- -------- --------
Total acquisitions .............................. 0 0 38,260
-------- -------- --------
SALES:
Mortgage-backed securities:(1)
Adjustable-rate ..................................... 6,913 24,955 9,535
Fixed-rate .......................................... 1,143 46,432 344
CMOs and REMICs:
Adjustable-rate ..................................... 17,466 13,765 26,486
Fixed-rate .......................................... 3,815 11,366 31,529
-------- -------- --------
Total sales ..................................... 29,337 96,518 67,894
-------- -------- --------
PRINCIPAL REPAYMENTS:
Decrease in other items, net .......................... (40,342) (38,003) (13,578)
-------- -------- --------
Net increase (decrease) ............................ $(42,369) 7,211 774
-------- -------- --------
-------- -------- --------
</TABLE>
- --------------------------------
(1) Consists of pass-through securities.
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.
15
<PAGE>
The following table sets forth HMN's loan delinquencies by type, by
amount and by percentage of type at December 31, 1999.
<TABLE>
<CAPTION>
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
----- ------ -------- ------ ------ -------- ------ ------ --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
One-to-four family
real estate ........ 10 $ 447 0.13% 8 $ 640 0.19% 18 $1,087 0.32%
Multi-family ......... 0 0 0.00 0 0 0.00 0 0 0.00
Commercial ........... 0 0 0.00 0 0 0.00 0 0 0.00
Construction or
development ......... 0 0 0.00 0 0 0.00 0 0 0.00
Consumer ............. 17 101 0.21 25 178 0.37 42 279 0.58
Commercial
business ............ 0 0 0.00 0 0 0.00 0 0 0.00
--- --- ----- ------ ------ ------
Total ............ 27 $ 548 0.11% 33 $ 818 0.17% 60 $1,366 0.28%
--- --- ----- ------ ------ ------
--- --- ----- ------ ------ ------
</TABLE>
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, the Office of Thrift
Supervision (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, 1999,
the Bank had classified a total of $912,000 of its loans and other assets as
follows:
<TABLE>
<CAPTION>
Real Estate
-------------------------------------------------
Construction Commercial
(DOLLARS IN THOUSANDS) One-to-Four or and Commercial
Family Development Multi-family Consumer Business Total
----------- ------------ ------------ -------- ---------- ------
<S> <C> <C> <C> <C> <C> <C>
Substandard ...... $727 0 0 127 0 854
Doubtful ......... 0 0 0 0 0 0
Loss ............. 0 0 0 58 0 58
---- ---- ---- ---- ---- ----
Total ........ $727 0 0 185 0 912
---- ---- ---- ---- ---- ----
---- ---- ---- ---- ---- ----
</TABLE>
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
16
<PAGE>
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.
<TABLE>
<CAPTION>
December 31,
------------------------------------------------------------
(DOLLARS IN THOUSANDS) 1999 1998 1997 1996 1995
------ ------ ------ ----- -----
<S> <C> <C> <C> <C> <C>
Non-accruing loans:
Real estate:
One-to-four family............................. $ 165 317 177 235 196
Commercial real estate......................... 0 73 79 83 85
Consumer....................................... 177 86 7 7 32
Commercial business............................ 0 0 0 13 128
---- ---- ---- ---- ----
Total........................................ 342 476 263 338 441
---- ---- ---- ---- ----
Accruing loans delinquent 90 days or more:
One-to-four family.............................. 476 312 365 0 0
Consumer....................................... 0 0 37 0 0
---- ---- ---- ---- ----
Total........................................ 476 312 402 0 0
---- ---- ---- ---- ----
Restructured loans:
Multi-family.................................... 0 0 0 0 94
Foreclosed assets:
Real estate:
One-to-four family............................. 0 18 142 23 315
---- ---- ---- ---- ----
Total........................................ 0 18 142 23 315
---- ---- ---- ---- ----
Total non-performing assets....................... $ 818 806 807 361 850
---- ---- ---- ---- ----
---- ---- ---- ---- ----
Total as a percentage of total assets............. 0.12% 0.12% 0.12% 0.07% 0.16%
---- ---- ---- ---- ----
---- ---- ---- ---- ----
Total non-performing loans........................ $ 818 $788 $665 $338 $535
---- ---- ---- ---- ----
---- ---- ---- ---- ----
Total as a percentage of total
loans receivable, net............................ 0.17% 0.18% 0.15% 0.10% 0.17%
---- ---- ---- ---- ----
---- ---- ---- ---- ----
</TABLE>
For the year ended December 31, 1999, gross interest income which
would have been recorded had the non-accruing loans been current in
accordance with their original terms amounted to $34,943. The amounts that
were included in interest income on such loans during 1999 were $26,424.
Total non-performing assets were $818,000 at December 31, 1999, an
increase of $12,000, compared to $806,000 at December 31, 1998, $807,000 at
December 31, 1997 and $361,000 at December 31, 1996. Non-performing assets
had the following activity during 1999: sales of $18,000, transfers in of
$423,000 and transfers out due to performance of $393,000. Non-performing
assets had the following activity during 1998: sales of $142,000, transfers
in of $389,000 and transfers out due to performance of $248,000.
Non-performing assets had the following activity during 1997: sales of
$42,000, charge-offs of $35,000, payments of $80,000 and net transfers to
non-performing assets of $603,000. The increase in non-performing assets from
1996 to 1997 is primarily the result of three one-to-four family purchased
loans totaling $365,000 that were behind on their payments by more than 90
days and the foreclosure of two one-to-four family mortgages totaling
$142,000.
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.
17
<PAGE>
OTHER LOANS OF CONCERN. In addition to the non-performing assets set
forth in the table above, as of December 31, 1999 there were $95,000 of loans
with 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 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.
ALLOWANCE FOR LOSSES ON LOANS. The following table sets forth an
analysis of the Bank's allowance for loan losses for the year ended:
<TABLE>
<CAPTION>
(DOLLARS IN THOUSANDS) 1999 1998 1997 1996 1995
------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
Balance at beginning of year ................... $3,041 2,748 2,341 2,191 1,893
MFC allowance for losses acquired .............. 0 0 122 0 0
Provision for losses ........................... 240 310 300 300 300
CHARGE-OFFS
Real estate:
One-to-four family .......................... (1) (2) (4) 0 0
Multi-family ................................ 0 0 0 (88) 0
Consumer ...................................... (9) (17) (7) (1) (2)
Commercial business ........................... 0 0 (12) (61) 0
------- ------- ------- ------- ------
Total charge-offs ......................... (10) (19) (23) (150) (2)
------- ------- ------- ------- ------
RECOVERIES
Consumer ..................................... 2 0 0 0 0
Commercial business .......................... 0 2 8 0 0
------- ------- ------- ------- ------
Total recoveries .......................... 2 2 8 0 0
------- ------- ------- ------- ------
Net charge-offs ................................ (8) (17) (15) (150) (2)
------- ------- ------- ------- ------
Balance at end of year ......................... $3,273 3,041 2,748 2,341 2,191
------- ------- ------- ------- ------
------- ------- ------- ------- ------
Ratio of net charge-offs during the year to
average loans outstanding during the year ..... 0.00% 0.00% 0.01% 0.05% 0.00%
------- ------- ------- ------- ------
------- ------- ------- ------- ------
Ratio of allowance for losses on loans to
total non-performing loans, at end of year .... 400.29% 385.79% 413.17% 691.84% 409.13%
------- ------- ------- ------- ------
------- ------- ------- ------- ------
</TABLE>
18
<PAGE>
The distribution of the Bank's allowance for losses on loans at the dates
indicated is summarized as follows:
<TABLE>
<CAPTION>
DECEMBER 31,
---------------------------------------------------
1999 1998
-------------------- ----------------------
Percent Percent
of Loans of Loans
in Each in Each
Category Category
to Total to Total
(DOLLARS IN THOUSANDS) Amount Loans Amount Loans
------ ------- ------ -------
<S> <C> <C> <C> <C>
Real Estate:
One-to-four family ............. $ 527 70.95% $ 544 79.31%
Multi-family ................... 133 1.75 142 1.02
Commercial ..................... 533 9.04 797 6.29
Construction or development .... 231 3.30 455 3.29
Consumer .......................... 674 9.93 546 7.55
Commercial business ............... 291 5.03 328 2.54
Unallocated ....................... 884 0.00 229 0.00
------ ------ ------ ------
Total ........................ $3,273 100.00% $3,041 100.00%
------ ------ ------ ------
------ ------ ------ ------
<CAPTION>
DECEMBER 31,
------------------------------------------------------------------------
1997 1996 1995
---------------------- ---------------------- ------------------
Percent Percent Percent
of Loans of Loans of Loans
in Each in Each in Each
Category Category Category
to Total to Total to Total
(DOLLARS IN THOUSANDS) Amount Loans Amount Loans Amount Loans
------ ------- ------ ------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
Real Estate:
One-to-four family ............. $ 560 87.58% $ 496 90.19% $ 452 90.62%
Multi-family ................... 80 0.60 8 0.08 21 0.11
Commercial ..................... 198 2.34 113 2.22 125 2.71
Construction or development .... 172 1.27 104 0.98 153 1.58
Consumer .......................... 527 7.05 473 5.87 286 4.66
Commercial business ............... 46 1.16 29 0.66 37 0.32
Unallocated ....................... 1,165 0.00 1,118 0.00 1,117 0.00
------ ------ ------ ------ ------ ------
Total $ ...................... $2,748 100.00% $2,341 100.00% $2,191 100.00%
------ ------ ------ ------ ------ ------
------ ------ ------ ------ ------ ------
</TABLE>
19
<PAGE>
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.
Refer to Management's Discussion and Analysis on Allowances for Loan and Real
Estate Losses and Non-performing Assets in the Annual Report.
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, 1999, the Bank's liquidity ratio (liquid assets
as a percentage of net withdrawable savings deposits and current borrowings)
was 16.7%. 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, 1999, 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 of Des Moines ("FHLB") 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 Note 4 of the Notes to
Consolidated Financial Statements in the Annual Report for additional
information regarding HMN's securities portfolio.
20
<PAGE>
The following table sets forth the composition of HMN's securities
portfolio, excluding mortgage-backed and related securities, at the dates
indicated.
<TABLE>
<CAPTION>
DECEMBER 31,
----------------------------------------------------------------------------------------
1999 1998
------------------------------------------- -----------------------------------------
Amortized Adjusted Market % of Amortized Adjusted Market % of
(DOLLARS IN THOUSANDS) Cost To Value Total Cost To Value Total
---------- -------- ------- ------- --------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Securities available for sale:
U.S. government and agency obligations. $39,298 (1,691) 37,607 40.34% $17,379 12 17,391 25.11%
U.S. Treasury obligations .............. 3,984 (42) 3,942 4.23
Municipal obligations ................. 1,532 (4) 1,528 1.64 2,901 (5) 2,896 4.18
Corporate debt ........................ 19,695 (276) 19,419 20.83 4,232 (3) 4,229 6.10
Corporate equity(1) ................... 8,587 (1,440) 7,147 7.67 8,271 (296) 7,975 11.51
Stock of federal agencies(1) .......... 3,768 (711) 3,057 3.28 5,874 114 5,988 8.64
-------- ------- ------ -------- ------- -------
Subtotal ............................ 76,864 72,700 77.99 38,657 38,479 55.54
FHLB stock .............................. 11,470 11,470 12.30 9,838 9,838 14.20
-------- ------- ------ -------- ------- -------
Total investment securities
and FHLB stock ..................... 88,334 84,170 90.29 48,495 48,317 69.74
-------- ------- ------ -------- ------- -------
Average remaining life of
investment securities
excluding FHLB stock..................... 4.6 years 4.5 years
Other Interest-earning Assets:
Cash equivalents ...................... 9,051 9,051 9.71 20,961 20,961 30.26
-------- ------- ------ -------- ------- -------
Total ............................... $97,385 93,221 100.00% $69,456 69,278 100.00%
-------- ------- ------ -------- ------- -------
-------- ------- ------ -------- ------- -------
Average remaining life or term
to repricing of investment securities
and other interest-earning assets,
excluding FHLB stock.................... 4.2 years 3.2 years
<CAPTION>
DECEMBER 31,
------------------------------------------
1997
------------------------------------------
Amortized Adjusted Market % of
(DOLLARS IN THOUSANDS) Cost To Value Total
-------- -------- ------- --------
<S> <C> <C> <C> <C>
Securities available for sale:
U.S. government and agency obligations ... $43,403 (60) 43,343 49.98%
U.S. Treasury obligations ................
Municipal obligations .................... 0 0 0 0.00
Corporate debt ........................... 2,903 0 2,903 3.35
Corporate equity(1) ...................... 8,017 1,021 9,038 10.42
Stock of federal agencies(1) ............. 14,034 605 14,639 16.88
------- ------- -------
Subtotal ............................... 68,357 69,923 80.63
FHLB stock ................................. 7,432 7,432 8.57
------- ------- -------
Total investment securities
and FHLB stock ........................ 75,789 77,355 89.20
------- ------- -------
Average remaining life of
investment securities
excluding FHLB stock........................ 2.5 years
Other Interest-earning Assets:
Cash equivalents ......................... 9,365 9,365 10.80
------- ------- -------
Total .................................. $85,154 86,720 100.00%
------- ------- -------
------- ------- -------
Average remaining life or term
to repricing of investment securities
and other interest-earning assets,
excluding FHLB stock....................... 2.3 years
</TABLE>
(1) Average life assigned to corporate equity holdings and stock of federal
agencies is five years.
21
<PAGE>
The composition and maturities of the securities portfolio,
excluding FHLB stock, mortgage-backed and other related securities, are
indicated in the following table.
<TABLE>
<CAPTION>
December 31, 1999
---------------------------------------
After 1 After 5
1 Year through 5 through 10
or Less Years Years
------------ ------------ ----------
Amortized Amortized Amortized
(DOLLARS IN THOUSANDS) Cost Cost Cost
------------ ----------- ----------
<S> <C> <C> <C>
Securities available for sale:
U.S. government securities ......... $ 500 21,997 0
U.S. Treasuries..................... 0 3,984
Municipal obligations............... 0 0 0
Corporate debt...................... 5,057 14,638 0
Corporate equity.................... 0 0 0
Stock of federal agencies........... 0 0 0
------ -------- -------
Total stock........................... $5,557 40,619 0
------ -------- -------
------ -------- -------
Weighted average yield................ 6.73% 6.22% 0.00%
<CAPTION>
December 31, 1999
--------------------------------------------------------------
Over No Stated Total
10 Years Maturity Securities
------------ ----------- --------------------------------
Amortized Amortized Amortized Adjusted Market
(DOLLARS IN THOUSANDS) Cost Cost Cost to Value
------------ ---------- ---------- --------- ------
<S> <C> <C> <C> <C> <C>
Securities available for sale:
U.S. government securities ......... 16,801 0 39,298 (1,691) 37,607
U.S. Treasuries..................... 0 0 3,984 (42) 3,942
Municipal obligations............... 1,532 0 1,532 (4) 1,528
Corporate debt...................... 0 0 19,695 (276) 19,419
Corporate equity.................... 0 8,587 8,587 (1,440) 7,147
Stock of federal agencies........... 0 3,768 3,768 (711) 3,057
-------- ------ ------ ------
Total stock........................... 18,333 12,355 76,864 72,700
-------- ------ ------ ------
-------- ------ ------ ------
Weighted average yield................. 6.54 % 4.73 % 6.09 %
</TABLE>
22
<PAGE>
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. HMN had $100.8 million of
mortgage-backed and related securities all classified as available for sale
at December 31, 1999, a decrease of $42.3 million from $143.1 million at
December 31, 1998, compared to $135.9 million at December 31, 1997 and $135.2
million at December 31, 1996, of which $133.4 million were classified as
available for sale.
The contractual maturities of the mortgage-backed and related
securities portfolio without any prepayment assumptions at December 31, 1999
is as follows:
<TABLE>
<CAPTION>
December 31,
1999
5 Years 5 to 10 10 to 20 Over 20 Balance
(DOLLARS IN THOUSANDS) or Less Years Years Years Outstanding
----------- ---------- ------------ ----------- --------------
<S> <C> <C> <C> <C> <C>
Securities available for sale:
Federal Home Loan Mortgage Corporation............ $ 108 794 458 0 1,360
Federal National Mortgage Association............. 0 0 0 268 268
Government National Mortgage Association.......... 5 5 87 0 97
Other mortgage-backed securities.................. 0 0 0 21 21
Collateralized Mortgage Obligations............... 595 499 2,438 95,499 99,031
----------- ---------- ------------ ----------- --------------
Total.......................................... $ 708 1,298 2,983 95,788 100,777
----------- ---------- ------------ ----------- --------------
----------- ---------- ------------ ----------- --------------
Weighted average yield............................ 8.27% 7.45% 6.68% 7.36% 7.34%
</TABLE>
At December 31, 1999, HMN did not have any non-agency
mortgage-backed or related securities in excess of 10% of its stockholders'
equity, except for a $14.5 million collateralized mortgage obligation issued
by Residential Accredit Loans, Inc. with an AAA rating by Finch.
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.
At December 31, 1999, HMN had $68.0 million invested in CMOs which
have floating interest rates that change either monthly or quarterly,
compared to $94.5 million at December 31, 1998, $23.3 million at December 31,
1997 and $43.5 million at December 31, 1996.
At December 31, 1999 the projected duration (period of time until
half the interest and half the principal is collected) of the $31.0 million
fixed-rate CMO portfolio is approximately 3.4 years using median prepayment
speeds projected by the Bloomberg security system.
Refer to Management's Discussion and Analysis - Market Risk in the
Annual Report for information on changes in market value of the
mortgage-backed or related securities under different rate shock environments.
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.
23
<PAGE>
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.
<TABLE>
<CAPTION>
Year Ended December 31,
---------------------------------------
(DOLLARS IN THOUSANDS) 1999 1998 1997
--------- --------- ---------
<S> <C> <C> <C>
Opening balance................... $ 433,869 467,348 362,477
MFC deposits acquired............. 0 0 103,612
Deposits.......................... 667,957 536,135 370,761
Withdrawals....................... (716,263) (588,662) (385,002)
Interest credited................. 14,819 19,048 15,500
--------- -------- --------
Ending balance.................. 400,382 433,869 467,348
--------- -------- --------
Net increase (decrease)........... $(33,487) (33,479) 104,871
--------- -------- --------
--------- -------- --------
Percent increase (decrease)....... (7.72)% (7.16)% 28.93%
--------- -------- --------
--------- -------- --------
</TABLE>
24
<PAGE>
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:
<TABLE>
<CAPTION>
1999 1998 1997
------------------------ ------------------------ --------------------------
Percent Percent Percent
(DOLLARS IN THOUSANDS) Amount of Total Amount of Total Amount of Total
------ -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
TRANSACTIONS AND SAVINGS DEPOSITS(1):
Non-interest checking................... $ 7,706 1.92 % $ 13,187 3.04 % $ 3,833 0.82 %
NOW Accounts - 1.00%(2)................. 25,896 6.47 25,459 5.87 23,144 4.95
Passbook Accounts - 2.00%(3)............ 34,470 8.61 35,766 8.24 36,199 7.75
Money Market Accounts - 3.41%(4)........ 31,821 8.00 29,419 6.78 24,807 5.31
------------ ------------ ------------ --------- ----------- -------------
Total Non-Certificates................ $ 99,893 25.00 % $ 103,831 23.93% $ 87,983 18.83 %
------------ ------------ ------------ --------- ----------- -------------
------------ ------------ ------------ --------- ----------- -------------
CERTIFICATES:
2.00 - 2.99% ......................... $ 201 0.05 % $ 0 0.00 % $ 727 0.15 %
3.00 - 3.99% ......................... 16,408 4.10 1,943 0.45 24,155 5.17
4.00 - 4.99% ......................... 88,176 22.02 87,582 20.19 162,916 34.86
5.00 - 5.99% ......................... 151,827 37.92 160,630 37.02 178,847 38.27
6.00 - 6.99% ......................... 43,875 10.96 78,273 18.04 11,627 2.49
7.00 - 7.99% ......................... 2 0.00 1,342 0.31 1,091 0.23
8.00 - 8.99% ......................... 0 0.00 264 0.06 2 0.00
9.00% and over ........................ 0 0.00 4 0.00 0 0.00
------------ ------------ ------------ --------- ----------- ----------
Total Certificates ................... 300,489 75.05 330,038 76.07 379,365 81.17
------------ ------------ ------------ --------- ----------- -------------
Total Deposits .................... $ 400,382 100.00 % $ 433,869 100.00 % $ 467,348 100.00 %
------------ ------------ ------------ --------- ----------- -------------
------------ ------------ ------------ --------- ----------- -------------
</TABLE>
- -----------------------
(1) Reflects rates paid on transaction and savings deposits at December 31,
1999.
(2) The rate on NOW Accounts for 1998 was 1.00% and 1997 was 1.50%.
(3) The rate on Passbook Accounts for 1998 was 2.00% and 1997 was 2.62%.
(4) The rate on Money Market Accounts for 1998 was 3.19% and 1997 was 3.34%.
25
<PAGE>
The following table shows rate and maturity information for the
Bank's certificates of deposit as of December 31, 1999.
<TABLE>
<CAPTION>
(DOLLARS IN THOUSANDS)
Certificate accounts maturing 2.00- 3.00- 4.00- 5.00-
in quarter ending: 2.99% 3.99% 4.99% 5.99%
----- ----- ----- -----
<S> <C> <C> <C> <C>
March 31, 2000 .............. 0 3,249 30,970 21,451
June 30, 2000 ............... 100 3,961 14,970 43,424
September 30, 2000 .......... 101 4,417 8,321 13,142
December 31, 2000 ........... 0 4,554 10,077 12,507
March 31, 2001 .............. 0 83 3,958 11,389
June 30, 2001 ............... 0 85 4,564 11,654
September 30, 2001 .......... 0 23 5,258 7,655
December 31, 2001 ........... 0 17 3,831 1,278
March 31, 2002 .............. 0 4 1,648 2,454
June 30, 2002 ............... 0 7 1,157 1,326
September 30, 2002 .......... 0 3 1,238 620
December 31, 2002 ........... 0 1 505 427
Thereafter .................. 0 4 1,679 24,500
-------- ------- ------- -------
Total .................... $201 16,408 88,176 151,827
======= ====== ====== =======
Percent of total ......... 0.07% 5.46% 29.34% 50.53%
===== ===== ===== ======
<CAPTION>
(DOLLARS IN THOUSANDS)
Certificate accounts maturing 6.00- 7.00- 8.00- 9.00- Percent
in quarter ending: 6.99% 7.99% 8.99% 9.99% Total of Total
----- ----- ----- ----- ------- --------
<S> <C> <C> <C> <C> <C> <C>
March 31, 2000 .............. 4,274 0 0 0 59,944 19.95
June 30, 2000 ............... 1,793 0 0 0 64,248 21.38
September 30, 2000 .......... 14,978 0 0 0 40,959 13.63
December 31, 2000 ........... 7,612 0 0 0 34,750 11.56
March 31, 2001 .............. 3,376 0 0 0 18,806 6.26
June 30, 2001 ............... 1,961 0 0 0 18,264 6.08
September 30, 2001 .......... 2,531 0 0 0 15,467 5.15
December 31, 2001 ........... 2,817 2 0 0 7,945 2.64
March 31, 2002 .............. 744 0 0 0 4,850 1.61
June 30, 2002 ............... 386 0 0 0 2,876 0.96
September 30, 2002 .......... 1,031 0 0 0 2,892 0.96
December 31, 2002 ........... 585 0 0 0 1,518 0.51
Thereafter .................. 1,787 0 0 0 27,970 9.31
------ ------- ----- ------ ------- -------
Total .................... 43,875 2 0 0 300,489 100.00%
====== ======= ===== ====== ======= ======
Percent of total ......... 14.60% 0.00% 0.00% 0.00% 100.00%
====== ===== ==== ==== ======
</TABLE>
26
<PAGE>
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,
1999.
<TABLE>
<CAPTION>
Maturity
--------------------------------------------------
Over Over
3 Months 3 to 6 6 to 12 Over
or Less Months Months 12 Months Total
-------- ------ ------- --------- -------
<S> <C> <C> <C> <C> <C>
(DOLLARS IN THOUSANDS)
Certificates of deposit less
than $100,000 ............................... $51,961 56,949 65,741 91,869 266,520
Certificates of deposit of $100,000 or more .. 3,895 5,744 6,869 8,218 24,726
Public funds(1) .............................. 4,088 1,555 3,100 500 9,243
------- ------- ------- -------- -------
Total certificates of
deposit ................................. $59,944 64,248 75,710 100,587 300,489
======= ======= ======= ======= =======
Passbook of $100,000 or more ................ $ 1,433 0 0 0 1,433
</TABLE>
- ---------------
(1) Deposits from governmental and other public entities all in excess
of $100,000.
For additional information regarding the composition of the Bank's deposits,
see Note 13 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 starting on page 23 of the Annual Report.
BORROWINGS. The Bank's other available sources of funds include
advances from the FHLB and other borrowings. As a member of the FHLB, the
Bank is required to own capital stock in the FHLB and is authorized to apply
for advances from the FHLB. Each FHLB credit program has its own interest
rate, which may be fixed or variable, and range of maturities. The FHLB 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, 1999, the Bank
had $229.4 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 $27.6 million for liquidity purposes.
See Note 14 of the Notes to Consolidated Financial Statements in the Annual
Report.
At December 31, 1999, HMN had an undrawn $2.5 million revolving line of
credit with Norwest Bank Minnesota, N.A. The credit line matures September 30,
2000 and floats at the Federal Funds rate plus 250 basis points. See Note 15 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 the revolving line of credit ("Other
Borrowings") for the periods indicated.
<TABLE>
<CAPTION>
Year Ended December 31,
----------------------------------
(DOLLARS IN THOUSANDS) 1999 1998 1997
-------- -------- ------
Maximum Balance:
- ---------------
<S> <C> <C> <C>
FHLB advances and Other Borrowings .................... $230,900 194,579 128,007
FHLB short-term borrowings and Other Borrowings ....... 60,500 46,893 60,429
Average Balance:
- ---------------
FHLB advances and Other Borrowings .................... 197,930 172,407 112,500
FHLB short-term borrowings and Other Borrowings ....... 28,683 32,320 45,598
</TABLE>
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<PAGE>
The following table sets forth certain information as to the Bank's
FHLB advances at the dates indicated.
<TABLE>
<CAPTION>
December 31,
-------------------------------
1999 1998 1997
---- ---- ------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
FHLB short-term borrowings and Other Borrowings................ $60,500 17,500 43,250
Weighted average interest rate of
FHLB short-term borrowings and Other Borrowings............... 5.67 % 5.38 % 5.85 %
</TABLE>
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 in which a federal
savings bank may engage 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. OIAI recorded net income of $31,700 for the year ended
December 31, 1999.
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. On April 30, 1999, MSL was liquidated and $151,000 of assets
and $3,100 of liabilities were transferred into the Bank.
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 and through internet banking operations which are throughout the
continental United States. 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 deposits is principally from money market and mutual
funds, securities firms, commercial banks and other savings institutions located
in the same communities and through internet banking operations which are
throughout the continental United States. 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 facility located in Brooklyn Park, Minnesota.
Brooklyn Park is 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 time to time, purchases mortgage servicing
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<PAGE>
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, 1999, HMN had a total of 148 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.
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 by the OTS and the
FDIC. The last regular OTS safety and soundness examination of the Bank was
dated November of 1999. The Bank has not been scheduled for a safety and
soundness examination in year 2000. 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. From time to time, 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, the savings association's condition as reflected by its composite
rating, and the complexity of the savings association's business determined by
the amount of trust assets administered, assets subject to recourse or similar
obligations and the principal amount of loans serviced by the savings
association. Savings associations (unlike the Bank) with a composite rating of 3
receive a condition component equal to 25% of their size component and savings
associations with a composite rating of 4 or 5 receive a condition component
equal to 50% of their size component. The Bank's OTS assessment for the year
ended December 31, 1999 was approximately $183,000.
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,
29
<PAGE>
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, 1999, the Bank's lending limit under this restriction was $7.2
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
safety and soundness standards on matters such as credit underwriting and loan
documentation, internal controls and audit systems, interest rate risk exposure,
asset growth and quality, compensation and other employee benefits and year 2000
issues. 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 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 Bank is subject to a wide array of other laws and regulations, both
federal and state, including, but not limited to, usury laws, the Community
Reinvestment Act 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 liability 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.
FINANCIAL MODERNIZATION ACT
On November 12, 1999, the President signed into law the
Gramm-Leach-Bliley Act, or GLB Act, which significantly changed the regulatory
structure and oversight of the financial services industry. The GLB Act revises
the Bank Holding Company Act of 1956 (BHC Act) and the Home Owners Loan Act
(HOLA) and repeals the affiliation provisions of the Glass-Steagall Act of 1933,
permitting a qualifying
30
<PAGE>
holding company, called a financial holding company, to engage in a full range
of financial activities, including banking, insurance, and securities
activities, as well as merchant banking and additional activities that are
"financial in nature" or "incidental" to such financial activities. Savings and
loan holding companies are similarly authorized to engage in activities that are
financial in nature. The GLB Act thus provides expanded financial affiliation
opportunities for existing holding companies and permits various non-bank
financial services providers to acquire banks and thrifts by allowing holding
companies to engage in activities such as securities underwriting, and
underwriting and brokering of insurance products. The GLB Act also expands
passive investments by financial holding companies in any type of company,
financial or nonfinancial, through merchant banking and insurance company
investments. In order for a bank holding company to qualify as a financial
holding company, its subsidiary depository institutions must be
"well-capitalized" and "well-managed" and have at least a "satisfactory"
Community Reinvestment Act rating.
The GLB Act reforms the regulatory framework of the financial services
industry. Under the GLB Act, financial holding companies are subject to primary
supervision by the Federal Reserve Board and savings and loan holding companies
are subject to supervision by the OTS. Current federal and state regulators of
financial holding company regulated subsidiaries such as insurers,
broker-dealers, investment companies and banks generally retain their
jurisdiction and authority. In order to implement its underlying purposes, the
GLB Act preempts state laws restricting the establishment of financial
affiliations authorized or permitted under the GLB Act, subject to specified
exceptions for state insurance regulators. With regard to securities laws, the
GLB Act removes the current blanket exemption for banks from the broker-dealer
registration requirements under the Securities Exchange Act of 1934, amends the
Investment Company Act of 1940 with respect to bank common trust fund and mutual
fund activities, and amends the Investment Advisers Act of 1940 to require
registration of banks that act as investment advisers for mutual funds. The GLB
Act also includes provisions concerning subsidiaries of banks, permitting a
national bank to engage in most financial activities through a financial
subsidiary, provided that the bank and its depository institution affiliates
meet certain qualification requirements relating to capital, management, total
assets, subordinated debt, capital, risk management, and affiliate transactions.
With respect to subsidiaries of state banks, new activities as "principal" would
be limited to those permissible for a national bank financial subsidiary. The
GLB Act requires a state bank with a financial subsidiary permitted under the
GLB Act to be "well capitalized," and also subjects the bank to the same
capital, risk management and affiliate transaction rules as applicable to
national banks. The provisions of the GLB Act relating to financial holding
companies become effective 120 days after its enactment, or about March 15,
2000, excluding the federal preemption provisions, which became effective on the
date of enactment.
The GLB Act adopts a number of provisions related to the
capitalization, membership, corporate governance and other measures designed to
modernize the Federal Home Loan Bank System. The GLB Act also restricts the
powers of new unitary savings and loan association holding companies. Unitary
savings and loan holding companies that are "grandfathered," i.e., unitary
savings and loan holding companies in existence or with applications filed with
the OTS on or before May 4, 1999, such as HMN, retain their authority under the
prior law. All other unitary savings and loan holding companies are limited to
financially related activities. The GLB Act prohibits non-financial companies
from acquiring grandfathered unitary savings and loan holding companies. HMN is
unable to predict the impact of the GLB Act on its operations at this time.
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
31
<PAGE>
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 required the FDIC to implement a risk-based deposit insurance
assessment system. Under the system, all insured depository institutions were
placed into one of nine categories and assessed insurance premiums, ranging from
.04% to .31% of deposits, based upon their level of capital and supervisory
evaluation. 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.
DIFA also addressed the funding for the Financing Corp. (FICO) bonds.
Thrifts were required to 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.
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, 1999, the Bank had goodwill and
other intangibles of $5.1 million and $222,000 of mortgage servicing rights
which were required to be deducted from stockholders' equity to arrive at
tangible capital and Tier I 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, or
meeting other criteria, 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
32
<PAGE>
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, 1999, the Bank had tangible capital of $44.9 million,
or 6.6% of adjusted total assets, which is $34.7 million above the minimum
requirement of 1.5% of adjusted total assets in effect on that date.
The capital standards also require core capital or Tier I capital to
equal 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.
The OTS regulations only allow those savings associations rated a
composite one (the highest rating) under the safety and soundness rating system
for savings associations to be permitted to operate at or near the regulatory
minimum leverage ratio of 3%. All other savings associations are required to
maintain a Tier I capital to adjusted total assets of 4% to 5%. The OTS assesses
each individual savings association through the supervisory process on a
case-by-case basis to determine the applicable requirement. The Bank is also
required to have a Tier I capital ratio to risk-weighted assets of 4%. 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.
At December 31, 1999, the Bank had Tier I capital equal to $44.9
million, or 6.6%, of adjusted total assets, which is $17.7 million above the
minimum Tier I ratio requirement of 4% based upon the Bank's composite rating.
At December 31, 1999, the Bank had a Tier I capital to risk-weighted assets
ratio of 11.8%, which is $29.6 million above the minimum requirement of $15.3
million.
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, 1999, the Bank had $3.2 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, 1999 the
Bank had $11,000 of exclusions from capital.
On December 31, 1999, the Bank had total "risk-based" capital of $48.1
million and risk-weighted assets of $381.4 million, or total capital of 12.6% of
risk-weighted assets. This amount was $17.6 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
33
<PAGE>
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. On December 1, 1998 the OTS issued
Thrift Bulletin 13a ("TB 13a"), Management of Interest Rate Risk, Investment
Securities, and Derivatives Activities, which among other things established
guidelines for measuring an institution's sensitivity to market risk. TB 13a has
a table which examiners use as a starting point in their analysis of an
institution's level of interest rate risk, assuming there were no deficiencies
in the institution's risk management practices. Based upon an internal IRR
exposure report prepared by management at December 31, 1999, the Bank was deemed
to have "significant risk" per the OTS table. Management is in the process of
determining the actions necessary to reduce the interest rate exposure of the
Bank. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations - Asset/Liability Management" in the Annual Report.
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% Tier 1 to adjusted total
assets ratio, a 4% 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 Tier I to
adjusted total assets 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,
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<PAGE>
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, 1999 the Bank would be considered to be "well
capitalized" under the prompt corrective actions provisions mentioned above. See
Note 20 "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.
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.
Under OTS regulations, a savings association that is a subsidiary of a
holding company, like the Bank, must file either a notice or an application 30
days before declaring a dividend or seeking board approval of a capital
distribution. A notice is required unless a savings association (that is a
holding company subsidiary) is not eligible for expedited treatment under OTS
regulation or would not be adequately capitalized after the distribution, or the
distribution would cause the association's distributions for the calendar year
to exceed its net income for the year to date plus retained net income for the
prior two years, or the distribution is otherwise contrary to statute,
regulation or regulatory agreement or condition. If any of these conditions
exist, then an application must be filed with the OTS. The OTS may object to a
capital distribution if it would constitute the distribution to be an unsafe or
unsound practice.
In March of 2000, the Bank received notification from the OTS that
subject to certain restrictions (which could only be calculated at the time of
distribution) a dividend from the Bank to HMN of $3.0 million could be paid
during 2000 without violating 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
35
<PAGE>
assets, see "Management's Discussion and Analysis of Financial Condition and
Results of Operations - Liquidity" 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% or an amount that would be
required to operate the Bank in a safe and sound manner.
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, 1999, 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 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 bank. In
addition, it may have to repay promptly any outstanding FHLB borrowings, which
could result in prepayment penalties or purchase additional FHLB stock to meet
the stockholder requirements of non-QTL members. 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
36
<PAGE>
to any affiliate engaged in activities not permissible for a bank holding
company, acquire the securities of most affiliates or purchase low quality
assets from 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 generally 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 holding company activity 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.
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
37
<PAGE>
checking accounts). At December 31, 1999, 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, which is one of 12 regional Federal
Home Loan Banks ("FHB"), that administers the home financing credit function of
savings associations. Each FHB 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 FHB System. It makes loans to
members (I.E., advances) in accordance with policies and procedures established
by the board of directors of the FHB. 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 FHB. 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, 1999, the Bank had $11.5 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 6.72% and were 6.30% for calendar year 1999. For the
year ended December 31, 1999, dividends paid by the FHLB of Des Moines to the
Bank totaled $641,000.
Under federal law the FHBs 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.
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 additions 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 institutions on the same tax bad debt method as
commercial banks. This legislation required 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
38
<PAGE>
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, 1999, 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 1999 has been extended and will be filed by
September 2000. 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%.
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.
The Bank and its subsidiaries have not been audited by Iowa taxation
authorities.
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.
39
<PAGE>
ITEM 2. PROPERTIES
The following table sets forth information concerning the main office
and each branch office of HMN at December 31, 1999. The Bank uses all properties
listed below except for the mortgage banking/brokerage office. At December 31,
1999, HMN's premises had an aggregate net book value of approximately $6.1
million.
<TABLE>
<CAPTION>
Year Owned or
Location Acquired Leased
- ----------------------------------------- -------- --------
<S> <C> <C>
CORPORATE OFFICE:
101 North Broadway 1975 Owned
Spring Valley, Minnesota
FULL SERVICE BRANCHES:
715 North Broadway 1998 Owned
Spring Valley, Minnesota
201 Oakland Avenue West 1960 Owned
Austin, Minnesota
Crossroads Shopping Center 1962 Owned
Rochester, Minnesota
4th & Center (1) 1973 Owned
Winona, Minnesota
175 Center Street 1998 Owned
Winona, Minnesota
208 South Walnut 1975 Owned
LaCrescent, Minnesota
1110 6th St., NW 1982 Owned
Rochester, Minnesota
143 West Clark Street 1993 Owned
Albert Lea, Minnesota
303 W. Main St. 1997 Owned
Marshalltown, Iowa
119 W. High St. 1997 Leased
Toledo, Iowa
29 S. Center St. 1997 Owned
Marshalltown, Iowa
MORTGAGE BANKING/BROKERAGE OFFICE:
7101 Northland Circle, Suite 105 1997 Leased
Brooklyn Park, Minnesota
</TABLE>
- ------------------
(1) The property previously was used by the Bank and is currently being held for
sale.
40
<PAGE>
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 22, 56 and the back cover page of the Annual Report
to Security Holders for the year ended December 31, 1999 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, 1999 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 28 of the Annual Report to Security
Holders for the year ended December 31, 1999 is incorporated herein by
reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
The information on pages 24 through 26 of the Annual Report to Security
Holders for the year ended December 31, 1999 is incorporated herein by
reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information on pages 29 through 56 of the Annual Report to Security
Holders for the year ended December 31, 1999 is incorporated herein by
reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
41
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information regarding directors on pages 4 through 6 of the Registrant's
definitive Proxy Statement dated March 21, 2000 is incorporated herein by
reference.
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.
DWAIN C. JORGENSEN. Mr. Jorgensen, age 51, is Senior Vice President
Operations of HMN and the Bank. Mr. Jorgensen has held such positions with the
Bank since 1998. Prior to such time, he served as Vice President, Controller and
Chief Accounting Officer of HMN and the Bank from 1989 to 1998. From 1983 to
1989, Mr. Jorgensen was an Assistant Vice President and Operations Officer with
the Bank.
TIMOTHY P. JOHNSON. Mr. Johnson, age 47, is Vice President and Treasurer of
HMN and the Bank, a position he has held since 1997. He has also been Principal
Accounting Officer since 1998. 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.
ITEM 11. EXECUTIVE COMPENSATION
The information on pages 9 through 12 of the Registrant's definitive Proxy
Statement dated March 21, 2000 is incorporated herein by 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, 3, and 4 of the Registrant's definitive Proxy
Statement dated March 21, 2000 is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information on page 15 of the Registrant's definitive Proxy Statement
dated March 21, 2000 is incorporated herein by reference.
42
<PAGE>
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, 1999, is incorporated
by reference in this Form 10-K Annual Report as Exhibit 13.
<TABLE>
<CAPTION>
Pages in
1999 Annual
Annual Report Section Report
--------------------- -----------
<S> <C>
Five Year Consolidated Financial Highlights 11
Consolidated Balance Sheets --
December 31, 1999 and 1998 29
Consolidated Statements of Income --
Each of the Years in the Three-Year
Period Ended December 31, 1999 30
Consolidated Statements of Comprehensive Income --
Each of the Years in the Three-Year
Period Ended December 31, 1999 30
Consolidated Statement of Stockholders'
Equity -- Each of the Years in the
Three-Year Period Ended December 31, 1999 31
Consolidated Statements of Cash Flows --
Each of the Years in the Three-Year
Period Ended December 31, 1999 32
Notes to Consolidated Financial Statements 33 - 52
Independent Auditors' Report 53
Selected Quarterly Financial Data 54 - 55
Other Financial Data 56
Common Stock Price Information 56
</TABLE>
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.
43
<PAGE>
3. Exhibits
<TABLE>
<CAPTION>
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
-------------- -------------------------------- --------------- ----------------
<S> <C> <C> <C>
2 Agreement and Plan of Merger 1* Not applicable
dated July 1, 1997
3 Amended and Restated Certificate of Incorporation 2* Not applicable
Amended and Restated By-laws 3* Not applicable
4 Form of Common Stock Certificate 4* Not applicable
10.1 + Employment Agreement for Mr. Weise 5* Not applicable
dated June 29, 1994
Extension of Employment Contract 6* Not applicable
Second Extension of Employment Contract 7* Not applicable
Third Extension of Employment Contract 8* Not applicable
10.2 + Employment Agreement for Mr. Gardner 5* Not applicable
dated June 29, 1994
Extension of Employment Contract 6* Not applicable
Second Extension of Employment Contract 7* Not applicable
Third Extension of Employment Contract 8* Not applicable
10.3 + Change in Control Severance Agreement 9* Not applicable
for Mr. McNeil dated April 1, 1998
10.4 + Directors Deferred Compensation Plan 5* Not applicable
10.5 + Amended and Restated HMN Financial, Inc. 10* Not applicable
Recognition and Retention Plan dated
July 29, 1998
10.6 + Amended and Restated HMN Financial, Inc. 10* Not applicable
Stock Option and Incentive Plan dated
July 29, 1998
11 Statement re: Computation of per share 11 Filed electronically
earnings
13 Annual Report to Security Holders 13 Filed electronically
21 Subsidiaries of Registrant 21 Filed electronically
23 Consent of KPMG LLP 23 Filed electronically
dated March 28, 2000
27 Financial Data Schedule 27 Filed electronically
Year ended 1999
</TABLE>
+ Management contract of compensatory arrangement.
44
<PAGE>
-----------------
1* Incorporated by reference to the same numbered exhibit to the Company's
Current Report on Form 8-K dated July 1, 1997, filed on July 10, 1997.
2* Incorporated by reference to the same numbered exhibit to the Company's
Quarterly Report on Form 10-Q for the period ended March 31, 1998 (File No.
0-24100).
3* Incorporated by reference to the same numbered exhibit to the Company's
Quarterly Report on Form 10-Q for the period ended September 30, 1997 (File
No. 0-24100).
4* Incorporated by reference to the same numbered exhibit to the Company's
Registration Statement on Form S-1 dated April 1, 1994 (File No. 33-77212).
5* Incorporated by reference to the same numbered exhibit to the Company's
Annual Report on Form 10-K for the period ended December 31, 1994 (File No.
0-24100).
6* Incorporated by reference to the same numbered exhibit to the Company's
Quarterly Report on Form 10-Q for the period ended June 30, 1997 (File No.
0-24100).
7* Incorporated by reference to the same numbered exhibit to the Company's
Quarterly Report on Form 10-Q for the period ended June 30, 1998 (File No.
0-24100).
8* Incorporated by reference to the same numbered exhibit to the Company's
Quarterly Report on Form 10-Q for the period ended June 30, 1999 (File No.
0-24100).
9* Incorporated by reference to the same numbered exhibit to the Company's
Annual Report on Form 10-K for the period ended December 31, 1998 (File No.
0-24100).
10* Incorporated by reference to the same numbered exhibit to the Company's
Quarterly Report on Form 10-Q for the period ended September 30, 1998 (File
No. 0-24100).
45
<PAGE>
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 28, 2000 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 the James B. Gardner,
Board, President and Chief Executive Vice President and Director
Executive Officer (Principal (Principal Financial Officer)
Executive and Operating Officer)
Date: March 28, 2000 Date: March 28, 2000
-------------------------------- ----------------------------------
By: /s/ Allan R. Deboer By: /s/ Duane D. Benson
-------------------------------- ----------------------------------
Allan R. DeBoer, Director Duane D. Benson, Director
Date: March 28, 2000 Date: March 28, 2000
-------------------------------- ----------------------------------
By: /s/ Timothy R. Geisler By: /s/ Michael Mcneil
-------------------------------- ----------------------------------
Timothy R. Geisler, Director Michael McNeil,
Senior Vice President and Director
Date: March 28, 2000 Date: March 28, 2000
-------------------------------- ---------------------------------
By: /s/ Irma R. Rathbun By: /s/ M.F. Schumann
------------------------------- ----------------------------------
Irma R. Rathbun, Director M.F. Schumann, Director
Date: March 28, 2000 Date: March 28, 2000
------------------------------- ----------------------------------
By: /s/ Richard J. Ziebell By: /s/ Timothy P. Johnson
-------------------------------- ----------------------------------
Richard J. Ziebell, Director Timothy P. Johnson,
Vice President and Treasurer
(Principal Accounting Officer)
Date: March 28, 2000 Date: March 28, 2000
-------------------------------- ----------------------------------
46
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequential
Page Numbering
Where Attached
Exhibits Are
Regulation S-K Located in This
Exhibit Number Document Form 10-K Report
-------------- --------------------------------------- -----------------
<S> <C> <C>
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 LLP Filed electronically
dated March 28, 2000
27 Financial Data Schedule Filed electronically
Year ended 1999
</TABLE>
47
<PAGE>
Exhibit 11
HMN Financial, Inc.
Computation of Earnings Per Common Share
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------------------------
1999 1998 1997
---------------------------------------------
<S> <C> <C> <C>
Computation of Earnings Per Common Share:
Weighted average number of common shares out-
standing used in basic earnings per common
share calculation........................................ 4,340,551 4,923,392 5,525,033
Net dilutive effect of:
Options.................................................. 181,930 323,593 314,082
Restricted stock awards.................................. 16,828 51,141 76,151
---------- --------- ---------
Weighted average number of shares outstanding
adjusted for effect of dilutive securities.............. 4,539,309 5,298,126 5,915,266
---------- --------- ---------
---------- --------- ---------
Income available to common shareholders.................. $6,390,991 4,057,680 5,578,866
Basic earnings per common share.......................... $ 1.47 0.82 1.01
Diluted earnings per common share........................ $ 1.41 0.77 0.94
</TABLE>
<PAGE>
FIVE-YEAR CONSOLIDATED FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
SELECTED OPERATIONS DATA:
Year Ended December 31,
-----------------------------------------------------------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) 1999 1998 1997 1996 1995
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Total interest income .................................. $47,104 48,795 41,090 39,864 38,328
Total interest expense ................................. 28,911 31,898 25,643 24,194 22,555
------- ------- ------- ------- -------
Net interest income ............................... 18,193 16,897 15,447 15,670 15,773
Provision for loan losses .............................. 240 310 300 300 300
------- ------- ------- ------- -------
Net interest income after provision for loan losses 17,953 16,587 15,147 15,370 15,473
------- ------- ------- ------- -------
Fees and service charges ............................... 848 518 440 355 320
Mortgage servicing fees ................................ 335 337 47 4 5
Securities gains, net .................................. 122 2,799 1,250 1,030 416
Gain on sales of loans ................................. 1,932 2,177 469 39 102
Earnings (loss) in limited partnerships ................ 550 (3,725) 220 7 0
Other non-interest income .............................. 506 524 296 488 155
------- ------- ------- ------- -------
Total non-interest income ......................... 4,293 2,630 2,722 1,923 998
SAIF assessment ........................................ 0 0 0 2,352 0
Other non-interest expense ............................. 11,895 13,160 9,022 8,157 7,470
------- ------- ------- ------- -------
Total non-interest expense ........................ 11,895 13,160 9,022 10,509 7,470
Income tax expense ..................................... 3,960 1,999 3,268 2,510 3,381
------- ------- ------- ------- -------
Net income ........................................ $ 6,391 4,058 5,579 4,274 5,620
------- ------- ------- ------- -------
------- ------- ------- ------- -------
Per common share and common share equivalents:
Basic ............................................. $ 1.47 0.82 1.01 0.66 0.73
Diluted ........................................... 1.41 0.77 0.94 0.64 0.73
</TABLE>
<TABLE>
<CAPTION>
SELECTED FINANCIAL CONDITION DATA:
December 31,
-------------------------------------------------------------------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) 1999 1998 1997 1996 1995
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Total assets ................................... $699,186 694,658 691,232 554,732 537,949
Securities available for sale .................. 173,477 181,625 205,859 175,830 190,320
Securities held to maturity .................... 0 0 0 2,806 16,972
Loans held for sale ............................ 4,083 13,095 2,287 739 0
Loans receivable, net .......................... 477,896 447,455 442,069 349,022 314,851
Deposits ....................................... 400,382 433,869 467,348 362,477 373,539
Federal Home Loan Bank advances ................ 229,400 185,400 127,650 106,079 68,877
Stockholders' equity ........................... 64,561 68,445 84,470 82,099 91,687
Book value per share ........................... 13.57 12.93 13.59 12.34 11.53
Tangible book value per share .................. 12.48 11.87 12.62 12.34 11.53
Number of full service offices ................. 10 10 10 7 7
Number of mortgage origination offices ......... 1 1 2 1 0
Key Ratios(1)
Stockholders' equity to total assets at year end 9.23% 9.85% 12.22% 14.80% 17.04%
Average stockholders' equity to average assets . 10.13 10.63 14.36 16.12 18.24
Return on stockholders' equity
(ratio of net income to average equity) ... 9.18 5.38 6.84 4.82 5.86
Return on assets
(ratio of net income to average assets) ... 0.93 0.57 0.98 0.78 1.07
Dividend payout ratio .......................... 24.11 36.62 0.00 0.00 0.00
(1) Average balances were calculated based upon amortized cost without the
market value impact of SFAS 115.
On December 5, 1997 HMN acquired Marshalltown Financial Corporation,
refer to Note 2 of the Notes to Consolidated Financial Statements for details
on the acquisition.
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
11
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
FINANCIAL REVIEW
The financial review presents management's discussion and analysis of the
consolidated financial condition and results of operations of HMN Financial,
Inc. and its subsidiaries (HMN). This review should be read in conjunction with
the consolidated financial statements and other financial data beginning on page
29.
General
HMN was incorporated under the laws of the State of Delaware for the purpose of
becoming the savings and loan holding company of Home Federal Savings Bank (the
Bank) in connection with the Bank's conversion from a federally chartered mutual
savings bank to a federally chartered stock savings bank, pursuant to its plan
of conversion. The conversion was completed on June 29, 1994.
HMN's net income is dependent primarily on its net interest income, which
is the difference between interest earned on its loans and investments and the
interest paid on interest-bearing liabilities. Net interest income is determined
by (i) the difference between the yield earned on interest-earning assets and
rates paid on interest-bearing liabilities (interest rate spread) and (ii) the
relative amounts of interest-earning assets and interest-bearing liabilities.
HMN's interest rate spread is affected by regulatory, economic and competitive
factors that influence interest rates, loan demand and deposit flows. Net
interest margin is calculated by dividing net interest income by the average
interest-earning assets and is normally expressed as a percentage. Net interest
income and net interest margin are affected by changes in interest rates, the
volume and the mix of interest-earning assets and interest-bearing liabilities,
and the level of non-performing assets. HMN's net income is also affected by the
generation of non-interest income, which primarily consists of gains from the
sale of securities, gains from the sale of loans, service charges, fees,
earnings or losses in limited partnership investments and other income. In
addition, net income is also affected by the level of operating expenses,
provisions made for loan losses and impairment reserve adjustments required on
mortgage servicing assets.
The operations of financial institutions, including the Bank, are
significantly affected by prevailing economic conditions, competition and the
monetary and fiscal policies of governmental agencies. Lending activities are
influenced by the demand for and supply of housing, competition among lenders,
the level of interest rates and the availability of funds. Deposit flows and
costs of deposits are influenced by prevailing market rates of interest
primarily on competing investments, account maturities and the levels of
personal income and savings in the market area of the Bank. The interest rates
charged by the Federal Home Loan Bank (FHLB) on advances to the Bank also have a
significant impact on the Bank's overall cost of funds.
In May of 1998, HMN completed a three-for-two stock split in the form of a
fifty percent stock dividend to its stock holders. Refer to Notes 1 and 19 of
the Notes to Consolidated Financial Statements for more information regarding
the impact of the stock split.
Results of Operations
Net income for the year ended December 31, 1999 was $6.4 million, compared to
$4.1 million for 1998 and $5.6 million for 1997. Basic earnings per share were
$1.47 for the year ended December 31, 1999, compared to $0.82 for 1998 and $1.01
per share for 1997. Diluted earnings per share were $1.41 for the year ended
December 31, 1999, compared to $0.77 for 1998 and $0.94 for 1997.
In comparing the year ended December 31, 1999 to the year ended December
31, 1998, net interest income increased by $1.3 million primarily due to lower
interest rates being paid on deposits. Non-interest income increased by $1.7
million primarily due to a $4.3 million increase in earnings from limited
partnership investments and a $330,000 increase in fees and service charges. The
increase in non-interest income was partially offset by a $2.7 million decline
in net securities gains and a $245,000 decline in gain on the sale of loans.
Non-interest expense decreased by $1.3 million primarily due to reduced
compensation and benefit expenses and reduced amortization and valuation
adjustments on mortgage servicing assets. During 1999 the Federal Reserve Bank
increased interest rates in order to decrease the threat of inflation. HMN did
not increase the interest rates it paid on deposits as rapidly as interest rates
were increased by the Federal Reserve Bank. The increase in general interest
rates also caused the value of mortgage servicing assets and HMN's investment in
a mortgage servicing partnership to increase and thereby allowing a reversal of
previously established impairment reserves.
In comparing the year ended December 31, 1998 to the year ended December
31, 1997, net interest income increased by $1.4 million primarily due to the
increase in interest-earning assets and interest-bearing liabilities that were
acquired during the December 5, 1997 merger with Marshalltown Financial
Corporation (MFC) and a low interest rate environment. Non-interest income for
1998 increased by $3.9 million due to an increase in fees, service charges and
other income; increased net gains on the sale of securities and increased gain
on the sale of loans. The increase in non-interest income was entirely offset by
the increase in losses recognized on limited partnership investments of $3.9
million. Non-interest expense increased by $4.2 million primarily due to a
larger work force, more retail banking locations and other increased operating
costs primarily related to the MFC merger; the additional staff for a commercial
lending office and the mortgage banking operations; and an increase in
amortization expense on mortgage servicing assets.
During the majority of 1998 the interest rates that were being charged on
first mortgage loans were extremely low. As a result of the low interest rate
environment many people
12
<PAGE>
financed new home purchases or refinanced their current home. The new home
purchase activity and the refinancing activity caused many existing mortgage
loans to be paid off before the contractual maturity dates of the loans. The
increased prepayments caused the projected value of many mortgage servicing
assets to decline. As the result of the decline in value of mortgage servicing
assets during 1998, HMN increased its valuation reserves on mortgage servicing
assets, increased its amortization on mortgage servicing assets and recognized
its proportionate share of losses on a limited partnership investment after the
partnership established valuation reserves on its mortgage servicing assets;
resulting in an aggregate pretax charge to income of $4.3 million. The charge
reduced diluted earnings per share by $0.54.
Return on average assets was 0.93%, 0.57%, and 0.98%, for 1999, 1998, and
1997, respectively. Return on average equity was 9.18%, 5.38%, and 6.84%, for
1999, 1998, and 1997, respectively. The impact of recording the $3.6 million
loss on limited partnership investment caused 1998 return on average assets to
decline by 0.34% and 1998 return on average equity to decline by 3.22%, while
the impact of recording the $600,000 earnings in limited part nership
investments caused the 1999 return on assets to increase by 0.05% and the 1999
return on average equity to increase by 0.53%.
NET INTEREST INCOME
HMN's net income is dependent primarily on its net interest income, which is the
difference between interest earned on securities, loans and other
interest-earning assets (interest income) and interest paid respectively on
deposits and FHLB advances (interest expense). Net interest margin is calculated
by dividing net interest income by the average interest-earning assets. The
arithmetic difference between the yield on interest-earning assets and the cost
of interest-bearing liabilities expressed as a percentage is referred to as the
net interest rate spread.
The following table presents the total dollar amount of interest income
from average interest-earning assets and the resultant yields, as well as the
interest expense on average interest-bearing liabilities, expressed both in
dollars and rates. Non-accruing loans have been included in the table as loans
carrying a zero yield.
13
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
Year Ended December 31,
--------------------------------------------------------------------------------------------------
1999 1998 1997
----------------------------------- ------------------------------ -------------------------------
Average Interest Average Interest Average Interest
Outstanding Earned/ Yield/ Outstanding Earned/ Yield/ Outstanding Earned/ Yield/
(DOLLARS IN THOUSANDS) Balance Paid Rate Balance Paid Rate Balance Paid Rate
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
INTEREST-EARNING ASSETS:
Securities available for sale:
Mortgage-backed and
related securities .......... $117,026 6,891 5.89% $139,647 8,830 6.32% $121,805 8,256 6.78%
Other marketable securities(1) 68,882 4,262 6.17 67,403 4,100 6.08 66,165 4,007 6.04
Securities held to maturity:
Mortgage-backed and
related securities .......... 0 0 0.00 0 0 0.00 379 33 8.82
Other marketable securities ... 0 0 0.00 0 0 0.00 167 10 6.00
Loans held for sale .............. 6,044 381 6.30 6,832 387 5.67 2,426 175 7.22
Loans receivable, net(2) ......... 453,040 34,711 7.66 450,111 34,456 7.66 351,469 27,846 7.92
Federal Home Loan Bank stock ..... 10,176 641 6.30 8,898 589 6.62 6,007 421 7.00
Other interest-earning assets
including cash equivalents .... 7,878 218 2.77 10,501 433 4.12 8,413 342 4.07
-------- ------ -------- ------- -------- -------
Total interest-earning assets .... $663,046 47,104 7.10 $683,392 48,795 7.14 556,831 41,090 7.38
-------- ------ ----- -------- ------- ----- -------- ------- -----
-------- ------ -------- ------- -------- -------
INTEREST-BEARING LIABILITIES:
Noninterest checking ............. $ 7,760 0 0.00% $ 7,297 0 0.00% $ 2,626 0 0.00%
NOW accounts ..................... 24,337 239 0.98 22,391 283 1.26 17,306 257 1.49
Passbooks ........................ 35,805 716 2.00 35,992 817 2.27 29,893 763 2.55
Money market accounts ............ 30,856 1,005 3.26 28,020 964 3.44 16,879 490 2.90
Certificate accounts ............. 313,472 15,966 5.09 359,239 20,034 5.58 303,926 17,546 5.77
Federal Home Loan
Bank advances ................. 197,861 10,978 5.55 172,249 9,788 5.68 112,500 6,587 5.85
Other borrowed money ............. 88 7 8.21 163 12 7.36 0 0 0.00
-------- ------ -------- ------- -------- -------
Total interest-bearing liabilities $610,179 28,911 4.74 $625,351 31,898 5.10 $483,130 25,643 5.31
-------- ------ ----- -------- ------- ----- -------- ------- -----
-------- ------ -------- ------- -------- -------
Net interest income .............. 18,193 16,897 15,447
------ ------- -------
------ ------- -------
Net interest rate spread ......... 2.36 2.04% 2.07%
----- ------ -----
----- ------ -----
Net earning assets ............... $ 52,867 $ 58,041 $ 73,701
-------- -------- --------
-------- -------- --------
Net interest margin .............. 2.74% 2.47% 2.77%
----- ------ -----
----- ------ -----
Average interest-earning assets to
average interest-bearing
liabilities ................... 108.66% 109.28% 115.25%
------ ------- -------
------ ------- -------
</TABLE>
(1) Tax exempt income was not significant; therefore, the yield was not
presented on a tax equivalent basis. The tax exempt income was $13,751 for 1999,
$9,800 for 1998 and $9,400 in 1997.
(2) Calculated net of deferred loan fees, loan discounts, loans in process and
loss reserve.
- --------------------------------------------------------------------------------
14
<PAGE>
Net interest income for the year ended December 31, 1999 was $18.2 million,
an increase of $1.3 million, or 7.7%, from $16.9 million for the year ended in
1998. Interest income for 1999 was $47.1 million, a decrease of $1.7 million, or
3.5%, compared to $48.8 million for 1998. Interest income decreased by $1.2
million due to a decline in the average outstanding balance of interest-earning
assets. During 1999 HMN experienced a net deposit outflow and it purchased $7.3
million of treasury stock which was funded primarily through the reduction of
interest-earning assets or advances from the Federal Home Loan Bank of Des
Moines (FHLB). Interest income decreased by $474,000 primarily due to declining
yields earned on the securities portfolio which was partially offset by
increased yields earned on loans held for sale and loans receivable, net.
Interest expense for the year ended December 31, 1999 was $28.9 million, a
decrease of $3.0 million, or 9.4%, from $31.9 million for the year ended in
1998. The average outstanding deposits during 1999 were $412.2 million, a
decrease of $40.7 million compared to the average outstanding deposits of $452.9
million during 1998. Interest expense decreased by $2.3 million due to the
decline in the average outstanding balance of deposits. Interest expense
decreased by $1.9 million related to the interest rates that were being paid on
deposit accounts. During 1999 the Federal Reserve Bank increased interest rates
in order to curb inflation. HMN did not increase the interest rates it paid on
deposits as rapidly as the Federal Reserve Bank increased general interest
rates. Interest expense increased by $1.4 million due to net additional advances
from the FHLB. Interest expense decreased by $225,000 primarily related to
advances being renewed for shorter repricing terms or HMN taking advantage of
special advance pricing terms.
Net interest income for the year ended December 31, 1998 was $16.9 million,
an increase of $1.4 million, or 9.4%, from $15.4 million for the year ended in
1997. Interest income for 1998 was $48.8 million, an increase of $7.7 million,
or 18.8%, compared to $41.1 million for 1997. The increase in interest income
was primarily due to the additional interest-earning assets of $125.0 million
that were added to HMN's balance sheet on the December 5, 1997 with the MFC
merger, an increase in commercial lending activity and was offset partially by
the low interest rate environment experienced during 1998. The average
outstanding balance of interest-earning assets was $683.4 million for the year
ended December 31, 1998, an increase of $126.6 million from $556.8 million for
1997. The increase in average outstanding interest-earning assets caused
interest income for 1998 to increase by $9.1 million from interest income for
1997. During the majority of 1998, interest rates charged on first mortgage
loans for single family dwellings were very low compared with prior years. The
low interest rate environment caused many people to refinance their existing
mortgages or purchase new homes which generally resulted in their current home
mortgage being paid off. The refinancing and/or prepayment of mortgages which
occurred during 1998 was the primary cause for the yield decline of 26 basis
points in the loan portfolio from 7.92% for 1997 to 7.66% for 1998. The lower
interest rate environment of 1998 also caused the yield earned on the securities
available for sale portfolio to decline as the proceeds from the sales of
securities were reinvested in lower yielding securities or as adjustable rate
securities were repriced because the security's interest rate index adjusted
downward. Interest income earned in 1998 decreased by $1.4 million from what was
earned in 1997 due to lowering yields on interest-earning assets. Interest
expense for the year ended December 31, 1998 was $31.9 million, an increase of
$6.3 million, or 24.4%, from $25.6 million for 1997.
For the year ended December 31, 1998 the average outstanding balance of
interest-bearing liabilities was $625.35 million, an increase of $142.25
million, compared to $483.1 million for 1997. The average outstanding balance of
deposits for 1998 was $452.9 million, an increase of $82.3 million from the
average outstanding balance of deposits for 1997. The MFC merger increased HMN's
outstanding deposits by $103.6 million. The average outstanding balance of
deposits declined during the last six months of 1998 when HMN started to lower
the rates it paid on deposit accounts, which resulted in an outflow of deposits
and, therefore, the average outstanding deposits for 1998 increased by only
$82.3 million. Interest expense on deposits for 1998 compared to 1997 increased
by $3.6 million due to an increase in the average outstanding balance of
deposits and it declined by $559,000 due to lower rates being paid on deposits.
The average outstanding balance of FHLB advances at December 31, 1998 was $172.2
million, an increase of $59.7 million, compared to $112.5 million for 1997. The
average outstanding FHLB advances were used by the Bank to replace deposit
outflows and pay dividends to the holding company to assist in its purchase of
treasury stock. Interest expense increased by $3.4 million as a result of the
additional borrowings and it was partially offset by a $188,000 decline in
interest expense due to the lower rate environment of 1998.
Net interest margin was 2.74%, 2.47%, and 2.77% for the years ended
December 31, 1999, 1998, and 1997, respectively. Average net earning assets were
$52.9 million, $58.0 million, and $73.7 million for the years ended December 31,
1999, 1998 and 1997, respectively. HMN has actively purchased its own common
stock in the open market. During 1999, 1998 and 1997 HMN paid $7.3 million,
$17.1 million, and $6.0 million, respectively to purchase its common stock in
the open market. The stock purchase program was the primary reason for the
decline in net earning assets from 1997 to 1999.
15
<PAGE>
The following schedule presents the dollar amount of changes in interest
income and interest expense for major components of interest-earning assets and
interest-bearing liabilities. It distinguishes between the increase related to
higher outstanding balances and that due to the levels and volatility of
interest rates. For each category of interest- earning assets and
interest-bearing liabilities, information is provided on changes attributable to
(i) changes in volume (i.e., changes in volume multiplied by old rate) and (ii)
changes in rate (i.e., changes in rate multiplied by old volume).
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
Year Ended December 31,
-----------------------------------------------------------------------------
1999 vs. 1998 1998 vs. 1997
-----------------------------------------------------------------------------
Increase (Decrease) Increase (Decrease)
Due to Due to
------------------------- -------------------
Total Total
Increase Increase
(Dollars in thousands) Volume(1) Rate(1) (Decrease) Volume(1) Rate(1) (Decrease)
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Interest-earning assets:
Securities available for sale:
Mortgage-backed and related securities $ (1,361) (578) (1,939) 1,060 (485) 575
Other marketable securities .......... 92 61 153 136 34 170
Securities held to maturity:
Mortgage-backed and related securities 0 0 0 (16) (17) (33)
Other marketable securities .......... 0 0 0 (5) (5) (10)
Loans held for sale, net ............... (158) 151 (7) 241 (29) 212
Loans receivable, net .................. 223 41 264 7,435 (902) 6,533
Federal Home Loan Bank stock ........... 79 (27) 52 191 (22) 169
Other, including cash equivalents ...... (92) (122) (214) 86 4 90
--------- ------- ------- ----- ------- ------
Total interest-earning assets ........ $ (1,217) (474) (1,691) 9,128 (1,422) 7,706
--------- ------- ------- ----- ------- ------
--------- ------- ------- ----- ------- ------
Interest-bearing liabilities:
Noninterest checking ................... $ 0 0 0 0 0 0
NOW accounts ........................... 29 (73) (44) 52 (26) 26
Passbooks .............................. (4) (97) (101) 119 (65) 54
Money market accounts .................. 87 (46) 41 371 103 474
Certificates ........................... (2,421) (1,648) (4,069) 3,059 (571) 2,488
Federal Home Loan Bank advances ........ 1,415 (225) 1,190 3,390 (188) 3,202
Other borrowed money ................... (7) 3 (4) 6 6 12
--------- ------- ------- ----- ------- ------
Total interest-bearing liabilities ... $ (901) (2,086) (2,987) 6,997 (741) 6,256
--------- ------- ------- ----- ------- ------
--------- ------- ------- ----- ------- ------
Net interest income ....................... $18,193 16,897
-------- -------
-------- -------
</TABLE>
(1) For purposes of this table, changes attributable to both rate and volume
which cannot be segregated, have been allocated proportionately to the change
due to volume and the change due to rate.
- --------------------------------------------------------------------------------
The following table sets forth the weighted average yields on HMN's
interest-earning assets, the weighted average interest rates on interest-bearing
liabilities and the interest rate spread between the weighted average yields and
rates as of the date indicated. Non-accruing loans have been included in the
table as loans carrying a zero yield.
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
At December 31, 1999
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Weighted average yield on: Weighted average rate on:
Securities available for sale: Non-interest checking ..................... 0.00%
Mortgage-backed and related securities 6.35% NOW accounts .............................. 1.00
Other marketable securities .......... 6.11 Passbooks ................................. 2.00
Loans held for sale ..................... 7.58 Money market accounts ..................... 3.40
Loans receivable, net ................... 7.68 Certificates .............................. 5.12
Federal Home Loan Bank stock ............ 6.35 Federal Home Loan Bank advances ........... 5.57
Other interest-earning assets ........... 2.81 Combined weighted average rate on
Combined weighted average yield on interest-bearing liabilities ........... 4.79
interest-earning assets .............. 7.24 Interest rate spread ...................... 2.45%
</TABLE>
16
<PAGE>
PROVISION FOR LOSSES ON LOANS
*The provision for losses on loans is the result of management's evaluation of
the loan portfolio including its evaluation of national and regional economic
indicators (including the possibility at each year end that there would be an
increase in general interest rates), such as national and regional unemployment
data, single family loan delinquencies as reported separately by the Federal
National Mortgage Association (FNMA) and the Federal Home Loan Bank Mortgage
Corporation (FHLMC), local single family construction permits and local economic
growth rates and the current regulatory and general economic environment. HMN
will continue to monitor and modify its allowance for losses as these conditions
dictate. Although HMN maintains its allowance for losses at a level it considers
adequate to provide for estimated losses, there can be no assurance that such
losses will not exceed the estimated amount or that additional provisions for
loan losses will not be required in future periods.
The provision for losses on loans for 1999 was $240,000 compared to
$310,000 for 1998 and $300,000 for 1997. Based upon management's evaluation of
the loan portfolio and its understanding of the economic conditions in the areas
where it has a concentration of loans, the provision was deemed adequate for
each of the years in the three year period ended December 31, 1999. HMN incurred
$9,800 of loan charge-offs during 1999 and it recovered $1,600 of loans
previously charged-off. HMN incurred $18,600 of loan charge-offs during 1998 and
it recovered $1,865 of loans previously charged-off. HMN incurred $22,700 of
loan charge-offs during 1997 and it also recovered $7,825 on loans previously
charged-off. The loan charge-offs for 1999, 1998 and 1997 were not significant
and general economic conditions in the markets served by HMN did not cause
management to determine that a change in the provision was required during those
years. For information on the allowance for loan losses refer to Notes 1 and 7
of the Notes to Consolidated Financial Statements.
Non-Interest Income
Non-interest income was $4.3 million for 1999, compared to $2.6 million for 1998
and $2.7 million for 1997. The following table presents certain components of
non-interest income:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
Percentage
Year Ended December 31, Increase (Decrease)
------------------------------------------------------------------------
(DOLLARS IN THOUSANDS) 1999 1998 1997 1999/1998 1998/1997
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Fees and service charges .............. $ 848 518 440 63.7% 17.7%
Morgage servicing fees ................ 335 337 47 (0.6) 617.0
Securities gains, net ................. 122 2,799 1,250 (95.6) 123.9
Gain on sales of loans ................ 1,932 2,177 469 (11.3) 364.2
Earnings (loss) in limited partnerships 550 (3,725) 220 114.8 (1,793.2)
Other non-interest income ............. 506 524 296 (3.4) 77.0
------ ------ -----
Total non-interest income .......... $4,293 2,630 2,722 63.2 (3.4)
------ ------ -----
------ ------ -----
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
Fees and service charges earned for the year ended December 31, 1999
increased by $330,000 from fees and service charges earned in 1998, primarily
due to increased fees and service charges on deposit accounts and loan activity.
Fees and service charges earned for the year ended December 31, 1998
increased by $78,000 from the fees and service charges earned in 1997 primarily
due to the increased number of deposit accounts that resulted from the MFC
merger.
Mortgage loan servicing fees increased during 1999 and 1998 because the
Bank was selling many of its fixed rate loans to FNMA and retaining the
servicing. HMN Mortgage Services, Inc. (MSI) also purchased additional mortgage
loan servicing assets during 1998.
The ability to realize gains on the sale of securities is dependent on the
type of securities in the securities portfolio and upon changes in the general
interest rate environment. During 1999 interest rates in general were rising and
the opportunity to sell securities at a gain diminished. During 1998 and 1997
economic conditions existed which allowed HMN to sell securities at a net gain
of $2.8 million and $1.25 million, respectively. The proceeds from the
securities sold during 1998 and 1997 were invested in the loan portfolio, used
to redeem the common stock of the MFC stockholders, invested in other assets,
used to purchase treasury stock or reinvested in securities.
During 1998 and throughout 1999, in order to reduce its interest rate risk
and increase its other non-interest income, the Bank sold many of its originated
or refinanced fixed rate loans to FNMA. MSI also sold the majority of its
mortgage origination and loan brokerage activity. For the year ended December
31, 1999, HMN recognized $1.9 million of net gain on the sale of $180.8 million
of primarily single family mortgage loans. For the year ended December 31, 1998,
HMN recognized $2.18 million of net gains on the sale of $178.4 million of
primarily single family mortgage loans. During 1997, HMN recognized $469,000 in
net gain on the sale of $46.5 million of primarily single family mortgage loans.
For the year ended December 31, 1999, HMN recognized net earnings of
$550,000 from its limited partnership investments. During 1999 interest rates in
general started to rise
*This paragraph contains a forward-looking statement(s). Refer to information
regarding Forward-looking Information on page 27 of this discussion.
17
<PAGE>
which caused the value of mortgage servicing assets to increase. The increase
in value of mortgage servicing assets allowed HMN to reverse previously
established impairment reserves during 1999. For the year ended December 31,
1998 the loss from limited partnership investments was $3.7 million, a
decrease of $3.9 million from earnings of $220,000 for 1997. HMN's share of a
limited partnership investment in mortgage servicing rights generated losses
of $3.6 million when the market value of its mortgage servicing assets
declined due to the rapid prepayment of loans being serviced. For more
information on investments in limited partner-ships refer to Note 11 of Notes
to Consolidated Financial Statements.
For the year ended December 31, 1999 other non-interest income was
$506,000, compared to $524,000 for 1998 and $296,000 for 1997. The increase
in other non-interest income of $228,000 for 1998, compared to 1997, was
principally due to an increase in fees and commissions earned on the sale of
financial planning products and services.
NON-INTEREST EXPENSE
Non-interest expense for the year ended December 31, 1999 was $11.9 million,
compared to $13.2 million for the year ended in 1998 and $9.0 million for 1997.
The following table presents the components of non-interest expense:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
Percentage
Year Ended December 31, Increase (Decrease)
------------------------------------------------------------------------
(DOLLARS IN THOUSANDS) 1999 1998 1997 1999/1998 1998/1997
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Compensation and benefits ............. $ 6,052 6,804 5,590 (11.1)% 21.7%
Occupancy ............................. 1,571 1,442 983 8.9 46.7
Federal deposit insurance premiums .... 254 285 238 (10.9) 19.7
Advertising ........................... 284 445 316 (36.2) 40.8
Data processing ....................... 719 674 509 6.7 32.4
Amortization of mortgage servicing
rights and net valuation adjustments 471 939 105 (49.8) 794.3
Other ................................. 2,544 2,571 1,281 (1.1) 100.7
------- ------ -----
Total non-interest expense ....... $11,895 13,160 9,022 (9.6) 45.9
------- ------ -----
------- ------ -----
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
The $1.3 million decrease in non-interest expense from 1998 to 1999 was
primarily due to a $752,000 reduction in compensation and benefits paid as the
result of work force reductions that occurred during 1998, changes to benefit
plans and commissions paid on declining loan production. Non-interest expense
decreased by $468,000 due to declining amortization and net valuation
adjustments on mortgage servicing assets and it decreased by $161,000 due to a
change in HMN's marketing emphasis away from communication medium to personal
contact. The decreases in non-interest income were partially offset by a
$129,000 increase in occupancy expense.
The $4.1 million increase in non-interest expense from 1997 to 1998 was
primarily due to the MFC merger which increased most of the above listed
components of non-interest expense. The merger added over 30 employees, three
retail banking facilities, plus data processing costs and deposit insurance
premiums for the accounts that were acquired with the merger. Compensation and
benefit costs also increased as the result of additional staff added in the
mortgage banking operation of MSI and the commercial loan, mortgage loan and
other back office areas of the Bank. During the second half of 1998 the Bank
reorganized the focus of its operations by centralizing many functions in the
corporate office and increasing its retail sales focus in each of the Bank's
branches. At December 31, 1998 HMN's total work force, after taking into account
the new hires discussed above, was 13% less than its work force was at June 30,
1998. Occupancy costs also increased as the result of opening two new retail
banking buildings, one in Spring Valley and one in Winona. Other non-interest
expense increased by $1.3 million in 1998, principally due to the increased
amortization of goodwill and core deposit intangibles of $433,000; the cost of
postage, office supplies, telephone and freight related to operating the MFC
offices, when coupled with the increased loan activity of 1998, caused
non-interest expense to increase by $368,000; and utilization of professionals
for consultation on reorganization and other matters increased by $300,000.
INCOME TAXES
HMN recorded income tax expense of $4.0 million in 1999, compared to $2.0
million and $3.3 million for 1998 and 1997, respectively. The increase in income
tax expense from 1998 to 1999 and the decrease from 1997 to 1998 is primarily
the result of changes in taxable income between the years. For more information
on income taxes refer to Note 16 of the Notes to Consolidated Financial
Statements.
Financial Condition
LOANS RECEIVABLE, NET
The table on the following page sets forth the information on 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.
18
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
December 31,
-----------------------------------------------------------------------------------------------
1999 1998 1997 1996 1995
------------------- ------------------ ------------------- ------------------- ----------------
(DOLLARS IN THOUSANDS) Amount Percent Amount Percent Amount Percent Amount Percent Amount Percent
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
REAL ESTATE LOANS:
One-to-four family . $344,674 70.95% $365,496 79.31% $395,668 87.58% $321,340 90.19% $292,497 90.62%
Multi-family ....... 8,489 1.75 4,719 1.02 2,717 0.60 280 0.08 361 0.11
Commercial ......... 43,894 9.04 28,990 6.29 10,572 2.34 7,918 2.22 8,744 2.71
Construction or
development ....... 16,046 3.30 15,155 3.29 5,725 1.27 3,474 0.98 5,082 1.58
------- ----- ------- ----- ------- ----- ------- ----- ------- ------
Total real estate 413,103 85.04 414,360 89.91 414,682 91.79 333,012 93.47 306,684 95.02
------- ----- ------- ----- ------- ----- ------- ----- ------- ------
OTHER LOANS:
Consumer Loans:
Savings account ... 733 0.15 994 0.22 1,362 0.30 938 0.26 1,210 0.37
Education ......... 85 0.02 118 0.03 123 0.03 467 0.13 342 0.11
Automobile ........ 4,532 0.93 2,897 0.63 2,438 0.54 566 0.16 671 0.21
Home equity line .. 22,437 4.62 19,476 4.22 19,490 4.31 11,881 3.33 3,509 1.09
Home equity ....... 17,349 3.57 9,566 2.08 7,176 1.59 5,927 1.67 7,997 2.47
Home improvement .. 321 0.07 436 0.09 652 0.14 585 0.16 785 0.24
Other ............. 2,779 0.57 1,313 0.28 624 0.14 568 0.16 545 0.17
------- ------ ------ ------ ------ ------ ------ ------ ------ ------
Total consumer
loans .......... 48,236 9.93 34,800 7.55 31,865 7.05 20,932 5.87 15,059 4.66
Commercial business
loans ............. 24,435 5.03 11,695 2.54 5,226 1.16 2,344 0.66 1,018 0.32
------- ----- ------- ----- ------- ----- ------- ----- ------- ------
Total other loans 72,671 14.96 46,495 10.09 37,091 8.21 23,276 6.53 16,077 4.98
------- ------ ------ ------ ------ ------ ------ ------ ------ ------
Total loans ..... 485,774 100.00% 460,855 100.00% 451,773 100.00% 356,288 100.00% 322,761 100.00%
====== ====== ====== ====== ======
LESS:
Loans in process ... 2,771 7,997 4,562 2,814 3,531
Unamortized
discounts ......... 297 414 547 417 289
Net deferred
loan fees ......... 1,537 1,948 1,847 1,695 1,899
Allowance for losses 3,273 3,041 2,748 2,340 2,191
-------- -------- -------- -------- --------
Total loans
receivable, net $477,896 $447,455 $442,069 $349,022 $314,851
======== ======== ======== ======== ========
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
The one-to-four family real estate loans were $344.7 million at December
31, 1999, a decrease of $20.8 million, or 5.7%, compared to $365.5 million at
December 31, 1998. In order to reduce interest rate risk and generate more
income from loan sales, HMN sold approximately 81% of the one-to-four family
real estate loans that were originated, refinanced, or purchased during 1999.
Loan production originations decreased in 1999 as a result of rising interest
rates. HMN originated or purchased $222.3 million in one-to-four family loans
during 1999, a decrease of $60.6 million, or 22%, compared to $282.9 million
originated or purchased in 1998. The reduced loan volume and the increased
percentage of loans sold were the principal cause of the decline in the
one-to-four family loan portfolio.
The one-to-four family real estate loans were $365.5 million at December
31, 1998, a decrease of $30.2 million, or 7.6%, compared to $395.7 million at
December 31, 1997. In order to reduce interest rate risk and generate more
income from loan sales, HMN sold approximately 44% of the one-to-four family
real estate loans that were originated or refinanced by the Bank during 1998.
The Bank also swapped $21.8 million of fixed rate one-to-four family loans for
FNMA mortgage-backed securities and then sold the securities to reduce interest
rate risk. During 1998 loan prepayments increased as a result of the low
interest rate environment. The prepayments and the loan sales were the principal
cause of the decline in the one-to-four family loan portfolio.
As of December 31, 1997 one-to-four family real estate loans increased by
$74.4 million, or 23.1%, compared to $321.3 million at December 31, 1996. During
1997 HMN had the following one-to-four family real estate loan activity:
originated $34.0 million, purchased $67.2 million, securitized $16.6 million,
acquired from MFC $63.3 million, sold $9.0 million and received principal
repayments of $64.5 million.
19
<PAGE>
Commercial real estate loans were $43.9 million at December 31, 1999, an
increase of $14.9 million, compared to $29.0 million at December 31, 1998.
Commercial business loans were $24.4 million at December 31, 1999, an increase
of $12.7 million, compared to $11.7 million at December 31, 1998. The Bank
continued to expand its commercial lending department during 1999 in order to
increase its investment in commercial real estate and commercial business loans.
This resulted in the origination or purchase of commercial real estate loans
totaling $38.8 million, compared to $23.4 million in 1998. Commercial business
loans originated or purchased in 1999 were $40.1 million, compared to $40.6
million in 1998.
Commercial real estate loans were $29.0 million at December 31, 1998, an
increase of $18.4 million compared to $10.6 million at December 31, 1997.
Commercial business loans were $11.7 million at December 31, 1998, an increase
of $6.5 million, compared to $5.2 million at December 31, 1997. The Bank was in
the process of expanding its commercial loan and commercial deposit offerings in
order to increase its investment in commercial real estate and commercial
business loans. During 1998 the Bank expanded its commercial loan program by
hiring people with experience in commercial lending and adding a full service
commercial checking offering to its product list. Prior to 1998, HMN purchased
commercial business loans and commercial real estate loans primarily from third
party originators in the form of participation interests. The increase in
commercial real estate loans and commercial business loans in the table on the
preceding page for years prior to 1998 is primarily due to the purchase of
participation interests or loans acquired in 1997 in connection with the
acquisition of MFC.
Home equity line loans were $22.4 million at December 31, 1999, compared to
$19.5 million at both December 31, 1998 and 1997, and $11.9 million at December
31, 1996. Due to the general rise in interest rates during 1999 many people who
would normally have refinanced their home, instead started drawing on their home
equity lines or took out a closed end home equity loan. Home equity loans were
$17.3 million at December 31, 1999, compared to $9.6 million at December 31,
1998. The home equity line did not increase during 1998 because many customers
were refinancing into fixed rate loan products and did not draw on their home
equity lines. During the second half of 1995 the Bank introduced the revolving
home equity lines of credit which loan up to 90% of the equity in a home to the
borrower. The interest rate has always been competitive and many customers have
liked the convenient features of the program.
ALLOWANCES FOR LOAN AND REAL ESTATE LOSSES
HMN recognizes that credit losses will be experienced and that the risk of loss
will vary with, among other things, the type of loans being made, the
creditworthiness of the borrower over the term of the loan, general economic
conditions and, in the case of a secured loan, the quality of the collateral. It
is management's policy to maintain an allowance for loan losses based on, among
other things, the Bank's and the industry's historical loan loss experience,
evaluation of economic conditions, regular reviews of delinquencies and loan
portfolio quality and evolving standards imposed by OTS examiners. HMN increases
its allowance for loan losses by charging the provision for loan losses against
income. The methodology for establishing the allowance for loan losses takes
into consideration probable losses that have been identified in connection with
specific loans as well as losses in the loan portfolio for which specific
reserves are not required. Management conducts quarterly reviews of the loan
portfolio and evaluates the need to establish general allowances on the basis of
these reviews.
*Management continues to actively monitor the asset quality and to charge
off loans against the allowance for loan losses when appropriate. Although
management believes it uses the best information available to make
determinations with respect to the allowance for loan losses, future adjustments
may be necessary if economic conditions differ substantially from the economic
conditions in the assumptions used to determine the size of the allowance for
losses.
The allowance for loan losses was $3.3 million, or 0.69%, of total loans at
December 31, 1999, compared to $3.0 million, or 0.68%, of total loans at
December 31, 1998, compared to $2.7 million, or 0.62%, of total loans at
December 31, 1997, $2.3 million, or 0.66%, of total loans at December 31, 1996,
and $2.2 million, or 0.68%, of total loans at December 31, 1995. The following
table reflects the activity in the allowance for loan losses and selected
statistics:
*This paragraph contains a forward-looking statement(s). Refer to information
regarding Forward-looking Information on page 27 of this discussion.
20
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
December 31,
--------------------------------------------------------------
(DOLLARS IN THOUSANDS) 1999 1998 1997 1996 1995
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Balance at the beginning of year .......................... $ 3,041 2,748 2,341 2,191 1,893
MFC allowance for loan losses acquired ................. 0 0 122 0 0
Provision for losses ................................... 240 310 300 300 300
Charge-offs:
One-to-four family ................................... (1) (2) (4) 0 0
Multi-family ......................................... 0 0 0 (88) 0
Consumer ............................................. (9) (17) (7) (1) (2)
Commercial business .................................. 0 0 (12) (61) 0
Recoveries ............................................. 2 2 8 0 0
----- ----- ----- ----- -----
Net charge-offs ...................................... (8) (17) (15) (150) (2)
----- ----- ----- ----- -----
Balance at end of year .................................... $ 3,273 3,041 2,748 2,341 2,191
===== ===== ===== ===== =====
Year end allowance for loan losses as a percent of year end
gross loan balance ..................................... 0.69% 0.68% 0.62% 0.66% 0.68%
Ratio of net loan charge-offs to average loans outstanding 0.00 0.00 0.01 0.05 0.00
Allowance for loan losses as a percentage of
total assets at year end ............................... 0.47 0.44 0.40 0.42 0.41
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
The following table reflects the allocation of the allowance for loan
losses:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
Allocations as a Percentage of Total
At December 31, Loan Outstanding by Type
-------------------------------------------- ----------------------------------------------
(DOLLARS IN THOUSANDS) 1999 1998 1997 1996 1995 1999 1998 1997 1996 1995
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Real estate loans:
One-to-four family $ 527 544 560 496 452 70.95% 79.31 87.58 90.19 90.62
Multi-family ..... 133 142 80 8 21 1.75 1.02 0.60 0.08 0.11
Commercial ....... 533 797 198 113 125 9.04 6.29 2.34 2.22 2.71
Construction or
development .... 231 455 172 104 153 3.30 3.29 1.27 0.98 1.58
Consumer ............ 674 546 527 473 286 9.93 7.55 7.05 5.87 4.66
Commercial business . 291 328 46 29 37 5.03 2.54 1.16 0.66 0.32
Unallocated ......... 884 229 1,165 1,118 1,117 0.00 0.00 0.00 0.00 0.00
------ ----- ----- ----- ----- ------ ------ ------ ------ ------
Total ............... $3,273 3,041 2,748 2,341 2,191 100.00% 100.00 100.00 100.00 100.00
====== ===== ===== ===== ===== ====== ====== ====== ====== ======
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
The allocation of the allowance for loan losses decreased from 1998 to 1999
for multi-family real estate, commercial real estate, construction or
development, and commercial business loans mainly because of the implementation
of an internal asset review program for these categories during 1999. The
allocation of the allowance for consumer loans increased from 1998 to 1999
because HMN experienced more loan activity in this category. The allocated
one-to-four family real estate allowance declined from 1998 to 1999 because of a
decline in the portfolio of loans in this category.
The following table reflects the activity of the allowance for real estate
losses:
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------
December 31,
-----------------------------------
(DOLLARS IN THOUSANDS) 1999 1998 1997 1996 1995
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Balance at the beginning of year.................... $ 8 8 2 35 37
Provision for losses ............................ 0 0 18 2 9
Charge-offs ..................................... 0 0 (12) 0 (11)
Recoveries ...................................... 0 0 0 0 0
--- --- --- ---- ---
Net charge-offs ............................... 0 0 (12) 0 (11)
--- --- --- ---- ---
Other ........................................... (8) 0 0 (35) 0
--- --- --- --- ---
Balance at the end of year ......................... $ 0 8 8 2 35
=== === === === ===
- ----------------------------------------------------------------------------------------
</TABLE>
21
<PAGE>
Real estate properties acquired or expected to be acquired through loan
foreclosures are initially recorded at the lower of the related loan balance,
less any specific allowance for loss, or fair value less estimated selling
costs. Valuations are periodically performed by management and an allowance for
losses is established if the carrying value of a property exceeds its fair value
less estimated selling costs.
NON-PERFORMING ASSETS
Non-performing assets (comprised of non-accrual loans, restructured loans, and
real estate acquired through foreclosure) totaled $818,000 at December 31, 1999,
compared to $806,000 at December 31, 1998, $807,000 at December 31, 1997,
$361,000 at December 31, 1996 and $850,000 at December 31, 1995. Non-performing
assets had the following activity during 1999: sales of $18,000, transfers in of
$423,000 and transfers out due to performance of $393,000. Non-performing assets
had the following activity during 1998: sales of $142,000, transfers in of
$389,000 and transfers out due to performance of $248,000. Non-performing assets
had the following activity during 1997: sales of $42,000, charge-offs of
$35,000, payments of $80,000 and net transfers to non-performing assets of
$603,000. Non-performing assets had the following activity during 1996: sales of
$314,000, charge-offs of $61,000, payments of $128,000, and net transfers to
non-performing assets of $14,000. Non-performing assets are summarized in the
following table:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
December 31,
------------------------------------------------
(DOLLARS IN THOUSANDS) 1999 1998 1997 1996 1995
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Non-accrual loans ................................... $342 476 263 338 441
Accruing loans delinquent 90 days or more ........... 476 312 402 0 0
Restructured loans .................................. 0 0 0 0 94
Foreclosed assets ................................... 0 18 142 23 315
------ ------ ------ ------ ------
Total non-performing assets .................... $818 806 807 361 850
------ ------ ------ ------ ------
------ ------ ------ ------ ------
Non-performing assets as a percentage of total assets 0.12% 0.12% 0.12% 0.07% 0.16%
Total non-performing loans .......................... $818 788 665 338 535
Non-performing loans as a percentage of
loans receivable, net ............................ 0.17% 0.18% 0.15% 0.10% 0.17%
Allowance for loan losses to non-performing loans ... 400.29% 385.79% 413.17% 691.84% 409.13%
- -------------------------------------------------------------------------------------------------------
</TABLE>
The non-performing assets reflected above primarily consist of one-to-four
family mortgage loans or consumer loans.
REGULATORY CAPITAL REQUIREMENTS
Federal savings institutions are required to satisfy three capital requirements:
(i) a requirement that "tangible capital" equal or exceed 1.5% of adjusted total
assets, (ii) a requirement that "core capital" equal or exceed 3% of adjusted
total assets, and (iii) a requirement that "risk-based capital" equal or exceed
8% of risk-weighted assets. With certain exceptions, all three capital standards
must generally conform to and be no less stringent than, the capital standards
published by the Comptroller of the Currency for national banks.
As a result of the Federal Deposit Insurance Corporation Improvement Act of
1991 (FDICIA), banking and thrift regulators are required to take prompt
regulatory action against institutions which are undercapitalized. FDICIA
requires banking and thrift regulators to categorize institutions as "well
capitalized," "adequately capitalized," "undercapitalized," "significantly
undercapitalized," or "critically undercapitalized". A savings institution will
be deemed to be well capitalized if it: (i) has a total risk-based capital ratio
of 10% or greater, (ii) has a Tier 1 (core) risk-based capital ratio of 6% or
greater, (iii) has a leverage (core) ratio of 5% or greater, and (iv) is not
subject to any order or written directive by the OTS to meet and maintain a
specific capital level for any capital measure. The Bank is of the opinion that
it is considered well capitalized at December 31, 1999. Refer to Note 20 of the
Notes to Consolidated Financial Statements for a table which reflects the Bank's
capital compared to its capital requirements.
DIVIDENDS
Prior to 1998, HMN did not pay any dividends. In February of 1998, the Board of
Directors declared a stock split in the form of a 50% stock dividend subject to
HMN stockholder approval of an increase in the number of authorized shares of
common stock from 7.0 million to 11.0 million. At the annual meeting of
stockholders on April 28, 1998 the stockholders approved the stock split which
was distributed on May 22, 1998 to holders of record on May 8, 1998.
During 1999 HMN declared and paid dividends as follows:
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------
Dividend Dividend
Record date Payable date per share Payout Ratio
- ----------------------------------------------------------------------
<S> <C> <C> <C>
February 24, 1999 March 10,1999 $0.08 21.62%
May 26, 1999 June 10, 1999 $0.08 23.53%
August 25, 1999 September 10, 1999 $0.08 21.62%
November 23, 1999 December 10, 1999 $0.08 24.24%
- ----------------------------------------------------------------------
</TABLE>
On January 25, 2000 HMN declared a cash dividend of $0.10 per share payable
on March 10, 2000 to holders of record on February 24, 2000. The annualized
dividend payout ratio for the past four quarters was 24.11%.
The declaration of dividends are subject to, among other
22
<PAGE>
things, HMN's financial condition and results of operations, the Bank's
compliance with its regulatory capital requirements, including capital
requirements, tax considerations, industry standards, economic conditions,
regulatory restrictions, general business practices and other factors. Refer
to Note 19 of the Notes to Consolidated Financial Statements for information
on regulatory limitations on dividends from the Bank to HMN and more
information on dividends.
Liquidity
*HMN manages its liquidity position to ensure that the funding needs of
borrowers and depositors are met timely and in the most cost effective manner.
Asset liquidity is the ability to convert assets to cash through the maturity of
the asset or the sale of the asset. Liability liquidity results from the ability
of the Bank to attract depositors or borrow funds from third party sources such
as the FHLB. The Bank is required by regulation to maintain a monthly average
minimum asset liquidity ratio of 4%. The Bank has maintained an average monthly
liquidity ratio in excess of the 4% requirement and does not anticipate that it
will fall below the requirement in the future.
The primary investing activities are the origination or purchase of loans
and the purchase of securities. Principal and interest payments on mortgages and
securities along with the proceeds from the sale of loans held for sale are
primary sources of cash for HMN. Additional cash can be obtained by selling
securities from the available for sale portfolio or by selling loans. Loans
could also be securitized by FNMA or FHLMC and used as collateral for additional
borrowing with the FHLB.
The primary financing activity is the attraction of retail deposits. The
Bank has the ability to borrow additional funds from the FHLB by pledging
additional securities or loans. Refer to Note 14 of the Notes to Consolidated
Financial Statements for more information on additional advances that could be
drawn upon based upon existing collateral levels with the FHLB. Information on
outstanding advance maturities and related early call features are also included
in Note 14.
*HMN anticipates that its liquidity requirements for 2000 will be similar
to the cash flows it experienced in 1999 with the following exceptions:
expenditures for premises and equipment are anticipated to be $2.0 million; net
increase in loans receivable is anticipated to be $55.0 million; and the deposit
outflow is anticipated to reduce to in the range of $10.0 to $20.0 million.
HMN's most liquid assets are cash and cash equivalents, which consist of
short-term highly liquid investments with original maturities of less than three
months that are readily convertible to known amounts of cash and
interest-bearing deposits. The level of these assets is dependent on the
operating, financing, and investing activities during any given period.
Cash and cash equivalents at December 31, 1999 were $9.1 million, a
decrease of $11.9 million, compared to $21.0 million at December 31, 1998. Net
cash provided from operating activities during 1999 was $19.3 million. HMN
conducted the following major investing activities during 1999: proceeds from
the sale of securities available for sale were $32.2 million, principal received
on payments and maturities of securities available for sale was $69.7 million,
purchases were $88.6 million of securities available for sale, proceeds of sales
of loans receivable were $223,000, purchase of FHLB stock was $1.6 million and
net increase in loans receivable was due primarily to loan originations and loan
purchases of $42.2 million. HMN spent $906,000 for the purchase of equipment and
updating its premises. Net cash used by investing activities during 1999 was
$31.1 million. HMN conducted the following major financing activities during
1999: net decrease in deposits of $33.4 million, purchase of treasury stock of
$7.3 million, received $256,000 from exercise of HMN common stock options, paid
$1.4 million in dividends to HMN stockholders, proceeds from FHLB advances of
$129.7 million and repayments of FHLB advances totaled $85.7 million, and it
repaid other borrowed money of $2.5 million. Net cash used from financing
activities was $127,000.
*HMN has certificates of deposit with outstanding balances of $199.9
million that mature during 2000. Based upon past experience management
anticipates that the majority of the deposits will renew for another term. HMN
believes that deposits which do not renew will be replaced with deposits from
other customers, or funded with advances from the FHLB, or will be funded
through the sale of securities. Management does not anticipate that it will have
a liquidity problem due to maturing deposits.
*HMN has $14.0 million of FHLB advances which mature in 2001 but have call
features which can be exercised by the FHLB during 2000 on a semiannual basis.
If the call features are exercised, HMN has the option of requesting any advance
otherwise available to it pursuant to the Credit Policy of the FHLB. Since HMN
has the ability to request another advance to replace the advance that is being
called, management does not anticipate that it will have a liquidity problem due
to advances being called by the FHLB during 2000.
On February 23, 2000 HMN's Board of Directors authorized the purchase of
400,000 shares of HMN's common stock in addition to the 24,800 shares remaining
to be purchased in its current repurchase program authorized by the Board on
July 20, 1999.
MERGER AND ACQUISITIONS
From time to time HMN reviews the possibility of acquiring or merging with
different companies which would complement the business conducted by HMN. HMN's
Board of Directors has adopted the policy of not disclosing to the public its
intent to acquire or merge until a formal definitive agreement has been signed
by all parties involved with the transaction except as otherwise required by
law.
On December 5, 1997 HMN, through its wholly owned subsidiary, Home Federal
Savings Bank, completed its
*This paragraph contains a forward-looking statement(s). Refer to information
regarding Forward-looking Information on page 27 of this discussion.
23
<PAGE>
merger with Marshalltown Financial Corporation pursuant to a merger agreement
dated July 1, 1997. Refer to Note 2 of the Notes to Consolidated Financial
Statements for more information on the merger.
IMPACT OF INFLATION AND CHANGING PRICES
The Consolidated Financial Statements and Notes presented herein have been
prepared in accordance with generally accepted accounting principles, which
require the measurement of financial position and operation results that are
primarily in terms of historical dollars without considering the changes in the
relative purchasing power of money over time due to inflation. The impact of
inflation is reflected in the increased cost of operations. Unlike most
industrial companies, nearly all of the assets and liabilities of HMN are
monetary in nature. As a result, interest rates have a greater impact on HMN's
performance than do the effects of general levels of inflation. Interest rates
do not necessarily move in the same direction or to the same extent as the
prices of goods and services.
Market Risk
Market risk is the risk of loss from adverse changes in market prices and rates.
HMN's market risk arises primarily from interest rate risk inherent in its
investing, lending and deposit taking activities. Management actively monitors
and manages its interest rate risk exposure.
HMN's profitability is affected by fluctuations in interest rates. A sudden
and substantial increase in interest rates may adversely impact HMN's earnings
to the extent that the interest rates borne by assets and liabilities do not
change at the same speed, to the same extent, or on the same basis. HMN monitors
the projected changes in net interest income that occur if interest rates were
to suddenly change up or down. The RATE SHOCK TABLE located in the
Asset/Liability Management section of this report discloses HMN's projected
changes in net interest income based upon immediate interest rate changes called
rate shocks.
*HMN utilizes a model which uses the discounted cash flows from its
interest-earning assets and its interest-bearing liabilities to calculate the
current market value of those assets and liabilities. The model also calculates
the changes in market value of the interest-earning assets and interest-bearing
liabilities due to different interest rate changes. HMN believes that over the
next twelve months interest rates could conceivably fluctuate in a range of 200
basis points up or down from where the rates were at December 31, 1999. HMN does
not have a trading portfolio. The following table discloses the projected
changes in market value to HMN's interest-earning assets and interest-bearing
liabilities based upon incremental 100 basis point changes in interest rates
from interest rates in effect on December 31, 1999.
*This paragraph contains a forward-looking statement(s). Refer to information
regarding Forward-looking Information on page 27 of this discussion.
24
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
Other than trading portfolio Market Value
------------------------------------------------------------------
(DOLLARS IN THOUSANDS)
Basis point change in interest rates -200 -100 0 +100 +200
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Cash and cash equivalents ...................... $ 9,062 9,055 9,048 9,042 9,035
Securities available for sale:
Fixed-rate CMOs ............................. 31,708 31,873 30,984 29,662 28,447
Variable-rate CMOs .......................... 69,029 69,785 68,046 65,510 62,423
Fixed-rate available for sale mortgage-backed
and related securities .................... 1,793 1,762 1,725 1,681 1,630
Variable-rate available for sale mortgage-
backed and related securities ............... 23 23 22 22 22
Fixed-rate available for sale other
marketable securities ..................... 78,601 77,208 71,383 71,144 68,451
Variable-rate available for sale other
marketable securities ..................... 1,320 1,318 1,317 1,315 1,313
Federal Home Loan Bank stock ................... 11,495 11,486 11,470 11,467 11,457
Fixed-rate loans held for sale ................. 4,090 4,086 4,083 4,080 4,076
Loans receivable, net:
Fixed-rate real estate loans ................ 286,993 280,822 272,429 263,425 254,554
Variable-rate real estate loans ............. 135,931 133,265 130,132 127,124 123,972
Fixed-rate other loans ...................... 44,629 43,878 42,897 41,923 41,010
Variable-rate other loans ................... 28,000 26,608 24,571 24,801 23,990
Mortgage servicing rights, net ................. 601 996 1,124 1,186 1,209
Investment in limited partnerships ............. 1,518 2,301 2,560 2,656 2,719
------- ------- ------- ------- -------
Total market risk sensitive assets ............. 704,793 694,466 671,791 655,038 634,308
------- ------- ------- ------- -------
Deposits:
NOW accounts ................................ 32,404 33,374 32,496 31,996 31,567
Passbooks ................................... 33,324 34,187 32,998 32,261 31,617
Money market accounts ....................... 30,040 31,482 30,213 29,522 28,936
Certificates ................................ 304,495 300,587 299,844 298,469 297,003
Federal Home Loan Bank advances:
Fixed-rate advances ......................... 182,521 175,627 172,516 168,721 165,041
Variable-rate advances ...................... 53,149 53,104 53,058 53,013 52,968
------- ------- ------- ------- -------
Total market risk sensitive liabilities ........ 635,933 628,361 621,125 613,982 607,132
------- ------- ------- ------- -------
Off-balance sheet financial instruments:
Commitments to extend credit ................ 91 89 86 83 80
------- ------- ------- ------- -------
Net market risk ................................ $ 68,769 66,016 50,580 40,973 27,096
------- ------- ------- ------- -------
------- ------- ------- ------- -------
Percentage change from current market value .... 35.96% 30.52% 0.00% (18.99)% (46.43)%
------- ------- ------- ------- -------
------- ------- ------- ------- -------
</TABLE>
The preceding table was prepared utilizing the following assumptions (the
"Model Assumptions") regarding prepayment and decay ratios which were determined
by management based upon their review of historical prepayment speeds and future
prepayment projections. Fixed rate loans were assumed to prepay at annual rates
of between 8% to 41%, depending on the coupon and period to maturity. Adjustable
rate mortgages (ARMs) were assumed to prepay at annual rates of between 11% and
26%, depending on coupon and the period to maturity. Growing Equity Mortgage
(GEM) loans were assumed to prepay at annual rates of between 18% and 51%
depending on the coupon and the period to maturity. Mortgage-backed securities
and Collateralized Mortgage Obligations (CMOs) were projected to have
prepayments based upon the underlying collateral securing the instrument.
Certificate accounts were assumed not to be withdrawn until maturity. Passbook
and money market accounts were assumed to decay at an annual rate of 20%. FHLB
advances were projected at their first call date. Refer to Note 14 of the Notes
to Consolidated Financial Statements for more information on call provisions of
the FHLB advances.
Certain shortcomings are inherent in the method of analysis presented in
the foregoing table. The interest rates on certain types of assets and
liabilities may fluctuate in advance of changes in market interest rates, while
interest rates on other types of assets and liabilities may lag behind changes
in market interest rates. The model assumes that the difference between the
current interest rate being earned or paid compared to a treasury instrument or
other interest index with a similar term to maturity (the "Interest Spread")
will remain constant over the interest changes disclosed in the table. Changes
in Interest Spread could impact projected market value changes. Certain assets,
such as ARMs, have features which restrict changes in interest rates on a
short-term basis and over the life of the assets. The market value of the
interest-bearing assets which are approaching their lifetime interest rate caps
could be different from the values disclosed in the table. In the event of a
change in interest rates, prepayment and early withdrawal levels may deviate
25
<PAGE>
significantly from those assumed in calculating the foregoing table. The
ability of many borrowers to service their debt may decrease in the event of
a substantial sustained interest rate increase.
ASSET/LIABILITY MANAGEMENT
*HMN's management reviews the impact that changing interest rates will have on
its net interest income projected for the twelve months following December 31,
1999 to determine if its current level of interest rate risk is acceptable. The
following Rate Shock Table projects the estimated impact on net interest income
of immediate interest rate changes called rate shocks.
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------
Rate Shock Net Interest Percentage
in Basis Points Income Change
- ----------------------------------------------------------------------
<C> <C> <C>
+200 $17,916,000 (3.92) %
+100 18,375,000 (1.45) %
0 18,646,000 0.00 %
-100 18,591,000 (0.29) %
-200 18,239,000 (2.18) %
- ----------------------------------------------------------------------
</TABLE>
The preceding table was prepared utilizing the Model Assumptions regarding
prepayment and decay ratios which were determined by management based upon their
review of historical prepayment speeds and future prepayment projections
prepared by third parties.
Certain shortcomings are inherent in the method of analysis presented in
the foregoing table. In the event of a change in interest rates, prepayment and
early withdrawal levels would likely deviate significantly from those assumed in
calculating the foregoing table. The ability of many borrowers to service their
debt may decrease in the event of a substantial increase in interest rates and
could impact net interest income.
In an attempt to manage its exposure to changes in interest rates,
management closely monitors interest rate risk. HMN has an Asset/Liability
Committee which meets at least on a monthly basis to discuss changes made to the
interest rate risk position and projected profitability. The committee makes
recommendations for adjustments to the asset liability position of the Bank to
the Board of Directors of the Bank. This committee also reviews the Bank's
portfolio, formulates investment strategies and oversees the timing and
implementation of transactions to assure attainment of the Board's objectives in
the most effective manner. In addition, the Board reviews on a quarterly basis
the Bank's asset/liability position, including simulations of the effect on the
Bank's capital of various interest rate scenarios.
In managing its asset/liability mix, the Bank, at times, depending on the
relationship between long- and short-term interest rates, market conditions and
consumer preference, may place more emphasis on managing net interest margin
than on better matching the interest rate sensitivity of its assets and
liabilities in an effort to enhance net interest income. Management believes
that the increased net interest income resulting from a mismatch in the maturity
of its asset and liability portfolios can, during periods of declin-ing or
stable interest rates, provide high enough returns to justify the increased
exposure to sudden and unexpected increases in interest rates.
To the extent consistent with its interest rate spread objectives, the Bank
attempts to reduce its interest rate risk and has taken a number of steps to
restructure its assets and liabilities. During 1999 the Bank sold approximately
62% of the one-to-four family loans that were originated or refinanced during
1999. The Bank has primarily focused its fixed rate one-to-four family
residential lending program on loans that are saleable to third parties and will
portfolio only certain fixed rate loans that meet certain risk characteristics.
The Bank will portfolio adjustable rate loans which reprice over a one year,
three year and five year period. At times, depending on its interest rate
sensitivity, the Bank may sell seasoned fixed rate single family loans with
shorter contractual maturities than thirty years in order to reduce interest
rate risk and record a gain on the sale of loans.
YEAR 2000
HMN has been actively engaged in managing the Year 2000 (Y2K) project since
September of 1997.
HMN has a business recovery plan that addresses the procedures that would
be implemented in the event of certain types of disasters. A Y2K Contingency
Plan (the Plan) was developed by the Y2K Committee to document how HMN would
respond to the unique aspects of possible Y2K disruptions. The Plan focused on
the core business processes of HMN and the systems that support those processes
in accordance with the FFIEC guidelines.
In developing the Plan HMN inventoried its computer hardware, computer
software, third party vendors and its other non-computer equipment and assessed
whether the items were Y2K compliant. All non-compliant hardware was replaced in
either 1998 or 1999 at an aggregate cost of $102,000. The computer software
inventory indicated that certain programs were not compliant. Those software
programs were replaced during 1998 and 1999 at an aggregate cost of $80,000. HMN
has also tested computer software to determine that the software was Y2K
compliant. The assessment of non-computer equipment for Y2K compliance indicated
that HMN did not have any significant issues in this area.
HMN did not encounter any major problems or issues in its core business
processes due to the change to year 2000. While the Bank's voice response line
did not work properly over the New Year's weekend, the system is currently
performing satisfactorily. There are other dates during year 2000 that are
deemed to be potential problem dates, such as March 31, 2000, which will need to
be monitored by the Bank's management similar to the monitoring that was
conducted over the past New Year's weekend.
*This paragraph contains a forward-looking statement(s). Refer to information
regarding Forward-looking Information on page 27 of this discussion.
26
<PAGE>
FORWARD-LOOKING INFORMATION
The following paragraphs within Management's Discussion and Analysis of
Financial Condition and Results of Operations contain forward-looking statements
and actual results may differ materially from the expectations disclosed within
this Discussion and Analysis. These forward-looking statements are subject to
risks and uncertainties, including those discussed below. HMN assumes no
obligations to publicly release results of any revision or updates to these
forward-looking statements to reflect future events or unanticipated
occurrences.
PROVISION FOR LOSSES ON LOANS
The provision for losses on loans is the result of management's evaluation of
the loan portfolio including its evaluation of national and regional economic
indicators (including the possibility at each year end that there would be an
increase in general interest rates), such as national and regional
unemployment data, single family loan delinquencies as reported separately by
the Federal National Mortgage Association (FNMA) and the Federal Home Loan
Bank Mortgage Corporation (FHLMC), local single family construction permits
and local economic growth rates and the current regulatory and general
economic environment. HMN will continue to monitor and modify its allowance
for losses as these conditions dictate. Although HMN maintains its allowance
for losses at a level it considers adequate to provide for estimated losses,
there can be no assurance that such losses will not exceed the estimated
amount or that additional provisions for loan losses will not be required in
future periods.
ALLOWANCE FOR LOAN AND REAL ESTATE LOSSES
Management continues to actively monitor the asset quality and to charge off
loans against the allowance for loan losses when appropriate. Although
management believes it uses the best information available to make
determinations with respect to the allowance for loan losses, future
adjustments may be necessary if economic conditions differ substantially from
the economic conditions in the assumptions used to determine the size of the
allowance for losses.
LIQUIDITY
HMN manages its liquidity position to ensure that the funding needs of
borrowers and depositors are met timely and in the most cost effective
manner. Asset liquidity is the ability to convert assets to cash through the
maturity of the asset or the sale of the asset. Liability liquidity results
from the ability of the Bank to attract depositors or borrow funds from third
party sources such as the FHLB. The Bank is required by regulation to
maintain a monthly average minimum asset liquidity ratio of 4%. The Bank has
maintained an average monthly liquidity ratio in excess of the 4% requirement
and does not anticipate that it will fall below the requirement in the
future.
The Bank may fall below the 4% liquidity requirement if unforeseen
economic conditions or unanticipated events occur which would cause our
customers to draw abnormal amounts of cash from their accounts.
HMN anticipates that its liquidity requirements for 2000 will be similar
to the cash flows it experienced in 1999 with the following exceptions:
expenditures for premises and equipment are anticipated to be $2.0 million;
net increase in loans receivable is anticipated to be $55.0 million; and the
deposit outflow is anticipated to reduce to in the range of $10.0 to $20.0
million.
The actual cash flows of HMN may be different than the anticipated cash
flows discussed for 1999 due to unforeseen economic conditions or
unanticipated events such as the desire of customers to close all of their
accounts.
HMN has certificates of deposit with outstanding balances of $199.9
million that mature during 2000. Based upon past experience management
anticipates that the majority of the deposits will renew for another term.
HMN believes that deposits which do not renew will be replaced with deposits
from other customers, or funded with advances from the FHLB, or will be
funded through the sale of securities. Management does not anticipate that it
will have a liquidity problem due to maturing deposits.
Competitive pricing by other institutions, the desire of a competitor to
pay interest rates on deposits that are above the current rates paid by HMN,
or the desire by customers to put more of their funds into nontraditional
bank products such as stocks and bonds could be circumstances that would
cause the maturing certificates to become a liquidity problem.
HMN has $14.0 million of FHLB advances which mature in 2001 but have call
features which can be exercised by the FHLB during 2000 on a semiannual
basis. If the call features are exercised HMN has the option of requesting
any advance otherwise available to it pursuant to the Credit Policy of the
FHLB. Since HMN has the ability to request another advance to replace the
advance that is being called, management does not anticipate that it will
have a liquidity problem due to advances being called by the FHLB during
2000.
MARKET RISK
HMN utilizes a model which uses the discounted cash flows from its
interest-earning assets and its interest-bearing liabilities to calculate the
current market value of those assets and liabilities. The model also
calculates the changes in market value of the interest-earning assets and
interest-bearing liabilities due to different interest rate changes.
HMN's actual market value changes for interest earnings assets and
interest bearing liabilities may differ from the projected market values
disclosed in the table in the Market Risk Section.
27
<PAGE>
Certain shortcomings are inherent in the method of analysis in the table
presented in the Market Risk section. The interest rates on certain types of
assets and liabilities may fluctuate in advance of changes in market interest
rates, while interest rates on other types of assets and liabilities may lag
behind changes in market interest rates. The model assumes that the
difference between the current interest rate being earned or paid compared to
a treasury instrument or other interest rate index with a similar term to
maturity (the Interest Spread) will remain constant over the interest changes
disclosed in the table. Changes in Interest Spread could impact projected
market value changes. Certain assets, such as ARMs, have features which
restrict changes in interest rates on a short-term basis and over the life of
the assets. The market value of the interest-bearing assets which are
approaching their lifetime interest rate caps could be different from the
values disclosed in the table. In the event of a change in interest rates,
prepayment and early withdrawal levels may deviate significantly from those
assumed in calculating the foregoing table. The ability of many borrowers to
service their debt may decrease in the event of an interest rate increase.
HMN believes that over the next twelve months interest rates could
conceivably fluctuate in a range of 200 basis points up or down from where
the rates were at December 31, 1999. HMN does not have a trading portfolio.
The table in the Market Risk Section discloses the projected changes in
market value to HMN's interest-earning assets and interest-bearing
liabilities based upon incremental 100 basis point changes in interest rates
from interest rates in effect on December 31, 1999.
Actual interest rates could fluctuate by more than 200 basis points up or
down from rates in effect on December 31, 1999 due to unanticipated
occurrences such as such as a war or an oil crisis. Many foreign countries
have economies which may substantially impact the economy of the United
States. Negative occurrences in foreign economies could general interest
rates to fluctuate by more than 200 basis points in the United States.
ASSET/LIABILITY MANAGEMENT
HMN's management reviews the impact that changing interest rates will have on
its net interest income projected for the twelve months following December
31, 1999 to determine if its current level of interest rate risk is
acceptable. HMN's actual net interest income caused by interest rate changes
may differ from the amounts reflected in the table which projects the
estimated impact on net interest income of immediate interest rate changes
called rate shocks.
Certain shortcomings are inherent in the method of analysis presented in
the table. In the event of a change in interest rates, prepayment and early
withdrawal levels would likely deviate significantly from those assumed in
calculating the foregoing table. The ability of many borrowers to service
their debt may decrease in the event of a substantial increase in interest
rates and could impact net interest income.
28
<PAGE>
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
DECEMBER 31, 1999 AND 1998 1999 1998
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Cash and cash equivalents .............................................. $ 9,051,380 20,960,957
Securities available for sale:
Mortgage-backed and related securities
(amortized cost $101,906,303 and $144,320,926) .................. 100,777,266 143,146,165
Other marketable securities
(amortized cost $76,863,919 and $38,657,193) .................... 72,699,513 38,478,623
----------- -----------
173,476,779 181,624,788
----------- -----------
Loans held for sale .................................................... 4,083,061 13,094,528
Loans receivable, net .................................................. 477,895,602 447,455,052
Accrued interest receivable ............................................ 3,860,454 3,952,763
Federal Home Loan Bank stock, at cost .................................. 11,470,000 9,837,900
Mortgage servicing rights, net ......................................... 1,123,674 1,005,693
Premises and equipment, net ............................................ 8,530,434 8,382,136
Investment in limited partnerships ..................................... 2,975,138 2,437,246
Goodwill ............................................................... 4,160,998 4,341,033
Core deposit intangible ................................................ 1,026,803 1,259,245
Prepaid expenses and other assets ...................................... 639,619 306,431
Deferred tax assets .................................................... 892,500 0
----------- -----------
Total assets .................................................... $ 699,186,442 694,657,772
----------- -----------
----------- -----------
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits ............................................................... $ 400,382,118 433,868,907
Federal Home Loan Bank advances ........................................ 229,400,000 185,400,000
Other borrowed money ................................................... 0 2,500,000
Accrued interest payable ............................................... 1,433,111 1,086,013
Advance payments by borrowers for taxes and insurance .................. 814,092 657,089
Accrued expenses and other liabilities ................................. 2,596,253 2,700,424
----------- -----------
Total liabilities .............................................. 634,625,574 626,212,433
----------- -----------
Commitments and contingencies
Stockholders' equity:
Serial preferred stock ($.01 par value): authorized 500,000 shares;
issued and outstanding none ..................................... 0 0
Common stock ($.01 par value): authorized shares 11,000,000;
issued shares 9,128,662 ......................................... 91,287 91,287
Additional paid-in capital ........................................ 59,674,715 59,739,020
Retained earnings, subject to certain restrictions ................ 68,423,008 63,424,378
Accumulated other comprehensive loss .............................. (3,187,743) (837,838)
Unearned employee stock ownership plan shares ..................... (5,511,851) (5,705,152)
Unearned compensation restricted stock awards ..................... (96,508) (276,867)
Treasury stock, at cost 4,370,285 and 3,835,058 shares ............ (54,832,040) (47,989,489)
----------- -----------
Total stockholders' equity ...................................... 64,560,868 68,445,339
----------- -----------
Total liabilities and stockholders' equity ........................ $ 699,186,442 694,657,772
----------- -----------
----------- -----------
</TABLE>
See accompanying notes to consolidated financial statements.
29
<PAGE>
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997 1999 1998 1997
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Interest income:
Loans receivable .......................................... $ 35,091,002 34,842,914 28,020,777
Securities available for sale:
Mortgage-backed and related ............................. 6,891,308 8,830,278 8,255,402
Other marketable ........................................ 4,262,344 4,099,893 4,007,465
Securities held to maturity:
Mortgage-backed and related ............................. 0 0 33,400
Other marketable ........................................ 0 0 10,032
Cash equivalents .......................................... 218,373 432,794 342,433
Other ..................................................... 641,141 589,426 420,722
---------- ---------- ----------
Total interest income ................................... 47,104,168 48,795,305 41,090,231
---------- ---------- ----------
Interest expense:
Deposits .................................................. 17,925,739 22,098,272 19,056,164
Federal Home Loan Bank advances ........................... 10,978,049 9,788,443 6,586,855
Other borrowed money ...................................... 7,207 11,538 0
---------- ---------- ----------
Total interest expense .................................. 28,910,995 31,898,253 25,643,019
---------- ---------- ----------
Net interest income ..................................... 18,193,173 16,897,052 15,447,212
Provision for loan losses ...................................... 240,000 310,000 300,000
---------- ---------- ----------
Net interest income after provision for loan losses ....... 17,953,173 16,587,052 15,147,212
---------- ---------- ----------
Noninterest income:
Fees and service charges .................................. 848,249 518,260 440,502
Mortgage servicing fees ................................... 334,603 337,394 46,583
Securities gains, net ..................................... 122,395 2,798,575 1,249,569
Gain on sales of loans .................................... 1,932,164 2,176,924 469,461
Earnings (loss) in limited partnerships ................... 550,053 (3,724,710) 220,278
Other ..................................................... 505,546 523,623 295,966
---------- ---------- ----------
Total noninterest income ................................ 4,293,010 2,630,066 2,722,359
---------- ---------- ----------
Noninterest expense:
Compensation and benefits ................................. 6,051,719 6,804,112 5,590,297
Occupancy ................................................. 1,571,333 1,442,003 983,238
Federal deposit insurance premiums ........................ 254,198 285,388 238,654
Advertising ............................................... 283,886 444,545 315,771
Data processing ........................................... 718,468 674,320 508,930
Amortization of mortgage servicing rights, net of valuation
adjustments and servicing costs ......................... 471,105 939,499 104,538
Other ..................................................... 2,543,983 2,570,571 1,281,277
---------- ---------- ----------
Total noninterest expense ............................... 11,894,692 13,160,438 9,022,705
---------- ---------- ----------
Income before income tax expense ........................ 10,351,491 6,056,680 8,846,866
Income tax expense ............................................. 3,960,500 1,999,000 3,268,000
---------- ---------- ----------
Net income .............................................. $ 6,390,991 4,057,680 5,578,866
---------- ---------- ----------
---------- ---------- ----------
Basic earnings per share ....................................... $ 1.47 0.82 1.01
---------- ---------- ----------
---------- ---------- ----------
Diluted earnings per share ..................................... $ 1.41 0.77 0.94
---------- ---------- ----------
---------- ---------- ----------
</TABLE>
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
<TABLE>
<S> <C> <C> <C>
Net income ..................................................... $ 6,390,991 4,057,680 5,578,866
Other comprehensive income (loss), net of tax:
Unrealized gains (losses) on securities:
Unrealized holding gains (losses) arising during period . (2,274,666) (247,304) 2,473,373
Less: reclassification adjustment
for gains included in net income ...................... 75,239 1,720,352 745,510
---------- ---------- ----------
Other comprehensive income (loss) .............................. (2,349,905) (1,967,656) 1,727,863
---------- ---------- ----------
Comprehensive income ........................................... $ 4,041,086 2,090,024 7,306,729
---------- ---------- ----------
---------- ---------- ----------
</TABLE>
See accompanying notes to consolidated financial statements.
30
<PAGE>
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
Unearned
Employee
Accumulated Stock Unearned
Additional Other Ownership Compensation Total
YEARS ENDED DECEMBER 31, Common Paid-In Retained Comprehensive Plan Restricted Treasury Stockholders'
1999, 1998 and 1997 Stock Capital Earnings Income (Loss) Shares Stock Awards Stock Equity
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance,
December 31, 1996 ............. $ 91,287 59,398,339 54,645,387 (598,045) (4,938,520) (793,289) (25,705,715) 82,099,444
Net income .................. 5,578,866 5,578,866
Other comprehensive
income ..................... 1,727,863 1,727,863
Treasury stock purchases .... (5,988,450) (5,988,450)
Stock options exercised ..... (82,009) 138,754 56,745
Amortization of
restricted stock awards .... 231,621 231,621
Recognition and retention
awards granted ............. 2,250 (39,000) 36,750 0
Restricted stock awards
tax benefit ................ 61,092 61,092
Stock option tax benefit .... 20,751 20,751
Earned employee stock
ownership plan shares ...... 298,238 384,240 682,478
------ ---------- ---------- --------- --------- -------- --------- ---------
Balance,
December 31, 1997 ............. $ 91,287 59,698,661 60,224,253 1,129,818 (4,554,280) (600,668) (31,518,661) 84,470,410
Net income .................. 4,057,680 4,057,680
Other comprehensive
loss ....................... (1,967,656) (1,967,656)
Treasury stock purchases .... (17,122,788) (17,122,788)
Amortization of
restricted stock awards .... 210,866 210,866
Restricted stock awards
cancelled .................. (3,515) 112,935 (109,420) 0
Restricted stock awards
tax benefit ................ 70,639 70,639
Shares purchased for
employee stock
ownership plan ............. (1,476,000) (1,476,000)
Earned employee stock
ownership plan shares ...... 235,989 325,128 561,117
Stock option tax benefit .... (327,071) 763,096 436,025
Tax benefit of exercised
stock options .............. 64,317 64,317
Dividends paid .............. (857,555) (857,555)
Fractional shares purchased.. (1,716) (1,716)
------ ---------- ---------- --------- --------- -------- --------- ---------
Balance,
December 31, 1998 ............. $ 91,287 59,739,020 63,424,378 (837,838) (5,705,152) (276,867) (47,989,489) 68,445,339
Net income .................. 6,390,991 6,390,991
Other comprehensive
loss ....................... (2,349,905) (2,349,905)
Treasury stock purchases .... (7,271,668) (7,271,668)
Tax benefits of restricted
stock awards ............... 26,743 26,743
Employee stock options
exercised .................. (183,098) 438,646 255,548
Tax benefit of exercised
stock options .............. 27,636 27,636
Amortization of
restricted stock awards .... 170,830
Restricted stock awards 170,830
cancelled .................. 9,529 (9,529) 0
Earned employee stock
ownership plan shares ...... 64,414 193,301 257,715
Dividends paid .............. (1,392,361) (1,392,361)
------ ---------- ---------- --------- --------- -------- --------- ----------
Balance,
December 31, 1999 ............. $ 91,287 59,674,715 68,423,008 (3,187,743) (5,511,851) (96,508) (54,832,040) 64,560,868
------ ---------- ---------- --------- --------- ------ ---------- ----------
------ ---------- ---------- --------- --------- ------ ---------- ----------
</TABLE>
See accompanying notes to consolidated financial statements.
31
<PAGE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997 1999 1998 1997
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income ......................................................................... $ 6,390,991 4,057,680 5,578,866
Adjustments to reconcile net income to cash provided (used) by operating activities:
Provision for loan losses ........................................................ 240,000 310,000 300,000
Provision for real estate losses ................................................. 0 0 18,000
Depreciation ..................................................................... 757,695 617,029 434,493
Amortization of (discounts) premiums, net ........................................ 57,513 (10,903) (216,978)
Amortization of deferred loan fees ............................................... (617,163) (626,312) (410,111)
Amortization of goodwill ......................................................... 180,035 180,636 13,858
Amortization of core deposit intangible .......................................... 232,442 287,028 20,727
Amortization of other purchase accounting adjustments ............................ 29,123 728,959 38,379
Amortization of mortgage servicing rights and net valuation adjustments .......... 431,658 888,885 104,538
Capitalized mortgage servicing rights ............................................ (549,639) (654,871) (36,261)
Increase (decrease) in deferred income taxes ..................................... 414,100 (1,615,600) 83,895
Securities gains, net ............................................................ (122,395) (2,798,575) (1,249,569)
Gain on sales of real estate ..................................................... 0 (21,777) (3,743)
Gain on sales of loans ........................................................... (1,932,164) (2,176,924) (469,461)
Proceeds from sales of loans held for sale ....................................... 180,597,578 175,149,499 21,626,615
Disbursements on loans held for sale ............................................. (167,022,259) (181,004,379) (18,753,844)
Principal collected on loans held for sale ....................................... 1,099 0 1,946
Amortization of restricted stock awards .......................................... 170,830 210,866 231,621
Amortization of unearned ESOP shares ............................................. 193,301 325,128 384,240
Earned employee stock ownership shares priced above original cost ................ 64,414 235,989 298,238
Decrease in accrued interest receivable .......................................... 92,309 85,368 190,834
Decrease (increase) in accrued interest payable .................................. 347,098 (279,051) (1,720,271)
Equity (earnings) loss of limited partnerships ................................... (550,053) 3,733,278 (220,278)
Decrease (increase) in other assets .............................................. (728,182) 1,053,692 (745,309)
Increase (decrease) in other liabilities ......................................... 623,010 (353,123) 1,218,475
Other, net ....................................................................... 34,164 (10,992) (132,635)
----------- ----------- ----------
Net cash provided (used) by operating activities ............................... 19,335,505 (1,688,470) 6,586,265
----------- ----------- ----------
Cash flows from investing activities:
Proceeds from sales of securities available for sale ............................... 32,185,211 172,640,058 94,462,303
Principal collected on securities available for sale ............................... 42,684,941 42,751,927 15,028,627
Proceeds collected on maturity of securities available for sale .................... 27,084,000 40,824,876 34,118,412
Purchases of securities available for sale ......................................... (88,572,057) (204,938,051) (103,102,213)
Proceeds from sales of securities held to maturity ................................. 0 0 348,871
Principal collected on securities held to maturity ................................. 0 0 240,441
Proceeds collected on maturity of securities held to maturity ...................... 0 0 1,000,000
Proceeds from sales of loans receivable ............................................ 223,097 3,258,772 24,806,862
Purchases of mortgage servicing rights ............................................. 0 (458,702) (844,601)
Purchase of interest in limited partnerships ....................................... 0 (181,125) (2,438,750)
Purchase of Federal Home Loan Bank stock ........................................... (1,632,100) (2,405,700) (802,700)
Net increase in loans receivable ................................................... (42,190,734) (39,554,986) (68,579,885)
Proceeds from sale of real estate .................................................. 16,625 152,415 35,627
Purchases of premises and equipment ................................................ (905,993) (3,118,455) (1,856,365)
Acquisition of Marshalltown Financial Corporation, net of cash acquired ............ 0 0 (16,822,639)
Decrease in due to stockholders of Marshalltown Financial Corporation .............. (10,716) (3,518,301) 0
----------- ----------- ----------
Net cash provided (used) by investing activities ............................... (31,117,726) 5,452,728 (24,406,010)
----------- ----------- ----------
Cash flows from financing activities:
(Decrease) increase in deposits .................................................... (33,375,878) (33,266,351) 1,258,293
Purchase of treasury stock ......................................................... (7,271,668) (17,122,788) (6,350,950)
Increase in unearned ESOP shares ................................................... 0 (1,476,000) 0
Stock options exercised ............................................................ 255,548 436,025 56,745
Dividends to stockholders .......................................................... (1,392,361) (857,555) 0
Fractional shares purchased from stock split ....................................... 0 (1,716) 0
Proceeds from Federal Home Loan Bank advances ...................................... 129,700,000 163,100,000 151,800,000
Repayment of Federal Home Loan Bank advances ....................................... (85,700,000) (105,350,021) (130,228,568)
Increase (decrease) in other borrowed money ........................................ (2,500,000) 2,500,000 0
Increase (decrease) in advance payments by borrowers
for taxes and insurance .......................................................... 157,003 (129,530) 65,143
----------- ----------- ----------
Net cash provided (used) by financing activities ............................... (127,356) 7,832,064 16,600,663
----------- ----------- ----------
Increase (decrease) in cash and cash equivalents ............................... (11,909,577) 11,596,322 (1,219,082)
Cash and cash equivalents, beginning of year ............................................ 20,960,957 9,364,635 10,583,717
----------- ----------- ----------
Cash and cash equivalents, end of year .................................................. $ 9,051,380 20,960,957 9,364,635
=========== =========== ==========
Supplemental cash flow disclosures:
Cash paid for interest ............................................................. $28,563,897 32,177,304 27,363,290
Cash paid for income taxes ......................................................... 3,716,750 2,824,441 3,000,500
Supplemental noncash flow disclosures:
SBA certificates transferred from loans to securities available for sale ........... $ 2,528,442 0 0
Loans securitized and transferred to securities available for sale ................. 6,913,219 27,952,547 16,526,399
Securities held to maturity transferred to securities available for sale ........... 0 0 1,295,147
Loans transferred to loans held for sale ........................................... 2,662,480 2,785,845 4,346,602
Loans transferred to loans held for investment ..................................... 0 0 95,503
Transfer of loans to real estate ................................................... 0 17,105 232,071
Transfer of real estate to loans ................................................... 0 0 84,772
Due to stockholders of Marshalltown Financial Corporation .......................... 0 0 3,555,352
</TABLE>
See accompanying notes to consolidated financial statements.
32
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999, 1998 AND 1997
NOTE 1 Description of the Business and Summary of Significant
Accounting Policies
HMN Financial, Inc. (HMN) is a stock savings bank holding company which owns 100
percent of Home Federal Savings Bank (the Bank or Home Federal). 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. As of April 30, 1999 MSL was dissolved
and its assets were transferred to the Bank in exchange for the stock of MSL.
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 Brooklyn Park, Minnesota.
The consolidated financial statements included herein are for HMN, SFC,
MSI, the Bank and the Bank's wholly owned subsidiaries, OAI and MSL. Results of
operations for MSL are included through April 30, 1999, the date of its
dissolution. All significant intercompany accounts and transactions have been
eliminated in consolidation. The consolidated financial statements have been
prepared in conformity with generally accepted accounting principles. The
following items set forth the significant accounting policies which HMN follows
in presenting its financial statements.
MATERIAL ESTIMATES In preparing the financial statements, management is
required to make estimates and assumptions that affect the reported amounts
of assets and liabilities as of the date of the balance sheet and revenues
and expenses for the period. Actual results could differ from those estimates.
Estimates that are particularly susceptible to change relate to the
determination of the allowance for losses on loans and the valuation of real
estate acquired in connection with foreclosures or in satisfaction of loans. In
connection with the determination of the allowances for loan and real estate
losses, management obtains independent appraisals for significant properties.
Management believes that the allowances for losses on loans and real estate
are adequate to cover probable losses inherent in the portfolios at the date of
the balance sheet. While management uses available information to recognize
losses on loans and real estate, future additions to the allowances may be
necessary based on changes in economic conditions. In addition, various
regulatory agencies, as an integral part of their examination process,
periodically review the allowances for losses on loans and real estate. Such
agencies may require additions to the allowances based on their judgement about
information available to them at the time of their examination.
CASH EQUIVALENTS For purposes of the statements of cash flows, HMN considers
highly liquid investments with original maturities of three months or less to be
cash equivalents.
SECURITIES HMN classifies its debt and equity securities in one of three
categories: trading, available for sale, or held to maturity. Trading securities
are bought and held principally for the purpose of selling them in the near
term. Securities available for sale include securities that management intends
to use as part of its asset/liability strategy or that may be sold in response
to changes in interest rate, changes in prepayment risk, or similar factors.
Securities held to maturity represent securities which HMN has the positive
intent and ability to hold to maturity.
Securities available for sale are carried at market value. Net unrealized
gains and losses, net of tax effect, are included as a separate component of
stockholders' equity.
Securities held to maturity are carried at cost, adjusted for amortization
of premiums and discounts, as management has the ability and intent to hold them
to maturity. Premiums and discounts are amortized using the level-yield method
over the period to maturity. Gains and losses on the sale of securities are
determined using the specific-identification method and recognized on trade
date.
LOANS HELD FOR SALE Mortgage loans originated or purchased which are intended
for sale in the secondary market are carried at the lower of cost or estimated
market value in the aggregate. Net fees and costs associated with acquiring
and/or originating loans held for sale are deferred and included in the basis of
the loan in determining the gain or loss on the sale of the loans. Gains are
recognized on settlement date. Net unrealized losses are recognized through a
valuation allowance by charges to income.
LOANS RECEIVABLE, Net Loans receivable, net are considered long-term investments
and, accordingly, are carried at amortized cost. Loan origination fees received,
net of certain loan origination costs, are deferred as an adjustment to the
carrying value of the related loans, and are amortized into income using the
interest method over the estimated life of the loans.
Premiums and discounts on loans are amortized into interest income using the
interest method over the period to contractual maturity, adjusted for estimated
prepayments.
The allowance for loan losses is maintained at an amount considered
adequate by management to provide for probable loan losses inherent in the
portfolio. The allowance for losses on loans, including both the allocated and
unallocated elements, is based on periodic analysis of the loan portfolio by
management. In this analysis, management considers factors including, but not
limited to, specific occurrences which include loan impairment, changes in the
size of the portfolios, general economic conditions, loan portfolio composition
and historical experience. The allowance for loan losses is established for
known problem loans, as well as for loans which are not currently known to
require specific allowances. Loans are charged off to the extent they are deemed
to be uncollectible. The adequacy of the allowance for loan losses is dependent
upon management's estimates of variables affecting valuation, appraisals of
collateral, evaluations of performance and status, and the amounts and timing of
future cash flows expected to be received on impaired loans. Such estimates,
appraisals, evaluations and cash flows may be subject to frequent adjustments
due to changing economic
33
<PAGE>
Notes to Consolidated Financial Statements
prospects of borrowers or properties. The estimates are reviewed periodically
and adjustments, if any, are recorded in the provision for loan losses in the
periods in which the adjustments become known.
Interest income is recognized on an accrual basis except when
collectibility is in doubt. When loans are placed on a non-accrual basis,
generally when the loan is 90 days past due, previously accrued but unpaid
interest is reversed from income. Interest is subsequently recognized as income
to the extent cash is received when, in management's judgement, principal is
collectible.
All impaired loans, including all loans that are restructured in a troubled
debt restructuring involving a modification of terms, are measured at the
present value of expected future cash flows discounted at the loan's initial
effective interest rate. The fair value of the collateral of an impaired
collateral-dependent loan or an observable market price, if one exists, may be
used as an alternative to discounting. If the measure of the impaired loan is
less than the recorded investment in the loan, impairment will be recognized
through the allowance for loan losses. A loan is considered impaired when, based
on current information and events, it is probable that a creditor will be unable
to collect all amounts due according to the contractual terms of the loan
agreement. Impaired loans are all loans which are delinquent as to principal and
interest for 120 days or greater and all loans that are restructured in a
troubled debt restructuring involving a modification of terms. All portfolio
loans are reviewed for impairment on an individual basis.
MORTGAGE SERVICING RIGHTS Mortgage servicing rights are capitalized and
amortized in proportion to, and over the period of, estimated net servicing
income. HMN periodically evaluates its capitalized mortgage servicing rights for
impairment. Loan type and note rate are predominate risk characteristics of the
underlying loans used to stratify capitalized mortgage servicing rights for
purposes of measuring impairment. Any impairment is recognized through a
valuation allowance.
REAL ESTATE, NET Real estate properties acquired through loan foreclosures are
initially recorded at the lower of the related loan balance, less any specific
allowance for loss, or fair value less estimated selling costs. Valuations are
periodically performed by management and an allowance for losses is established
if the carrying value of a property exceeds its fair value less estimated
selling costs.
PREMISES AND EQUIPMENT Land is carried at cost. Office buildings, improvements,
furniture and equipment are carried at cost less accumulated depreciation.
Depreciation is computed on a straight-line basis over estimated useful
lives of 10 to 40 years for office buildings and improvements and 3 to 12 years
for furniture and equipment.
IMPAIRMENT OF LONG-LIVED ASSETS AND FOR LONG-LIVED ASSETS TO BE DISPOSED OF
HMN reviews long-lived assets and certain identifiable intangibles for
impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable.
INVESTMENT IN LIMITED PARTNERSHIPS HMN has investments in limited partnerships
which invest in mortgage servicing assets, the common stock of other financial
institutions and low to moderate income housing projects which generate tax
credits for HMN. HMN generally accounts for the earnings or losses from the
limited partnerships on the equity method with the exception of the limited
partnership which invests in mortgage servicing assets. HMN adjusts its
investment in this limited partnership recorded under the equity method for an
amount that represents HMN's proportionate share of adjusting the mortgage
servicing assets to the appraised market value of the mortgage servicing assets.
INTANGIBLE ASSETS Goodwill resulting from acquisitions is amortized on a
straight line basis over 25 years. Deposit base intangible is amortized on an
accelerated basis as the certificates of deposit mature over the next eleven
years following the merger. Management reviews intangible assets for impairment
as events or circumstances indicate that the assets may not be recoverable.
STOCK-BASED COMPENSATION Effective January 1, 1996, HMN adopted Statement of
Financial Accounting Standards (SFAS) No. 123, ACCOUNTING FOR STOCK-BASED
COMPENSATION. It elected to continue using the accounting methods prescribed by
Accounting Principles Board (APB) Opinion No. 25 and related interpretations
which measure compensation cost using the intrinsic value method. HMN has
included in Note 17, "Employee Benefits" the impact of the fair value of
employee stock-based compensation plans on net income and earnings per share on
a pro forma basis for awards granted after January 1, 1995.
INCOME TAXES Deferred tax assets and liabilities are recognized for the future
tax consequences attributable to temporary differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases. Deferred tax assets and liabilities are measured using
enacted tax rates expected to apply to taxable income in the years in which
those temporary differences are expected to be recovered or settled. The effect
on deferred tax assets and liabilities of a change in tax rates is recognized in
income in the period that includes the enactment date.
EARNINGS PER SHARE AND STOCK SPLIT Basic EPS excludes dilution and is computed
by dividing income available to common stockholders by the weighted-average
number of common shares outstanding for the period. Diluted EPS reflects the
potential dilution that could occur if securities or other contracts to issue
common stock were exercised or converted into common stock or resulted in the
issuance of common stock that then shared in the earnings of the entity. Refer
to Note 18 for disclosure of EPS calculations.
In February of 1998 HMN authorized a three-for-two stock split in the form of
a fifty percent stock dividend subject to stockholder approval to increase HMN's
authorized common stock from 7.0 million shares to 11.0 million shares. At the
annual meeting on April 28, 1998 the stockholders approved the increase in
authorized common stock. The Board of Directors then declared that the stock
dividend be distributed on May 22, 1998 to stockholders of record on May 8,
1998.
The stock split increased HMN's outstanding common shares from 6,085,775 to
9,128,662 shares. Stockholders' equity has been restated to give retroactive
effect to the stock split for all periods presented by reclassifying from
additional paid-in capital to
34
<PAGE>
common stock the par value of the additional shares arising from the stock
split. In addition, all references in the Consolidated Financial Statements
and Notes thereto to number of shares, per-share amounts, stock option data
and market prices of HMN's common stock have been restated giving retroactive
recognition to the stock split.
COMPREHENSIVE INCOME Comprehensive income is defined as the change in equity
during a period from transactions and other events from nonowner sources.
Comprehensive income is the total of net income and other comprehensive income,
which for HMN is comprised entirely of unrealized gains and losses on securities
available for sale.
SEGMENT INFORMATION The amount of each segment item reported is the measure
reported to the chief operating decision maker for purposes of making decisions
about allocating resources to the segment and assessing its performance.
Adjustments and eliminations made in preparing an enterprise's general-purpose
financial statements and allocations of revenues, expenses and gains or losses
are included in determining reported segment profit or loss if they are included
in the measure of the segment's profit or loss that is used by the chief
operating decision maker. Similarly, only those assets that are included in the
measure of the segment's assets that is used by the chief operating decision
maker is reported for that segment.
NEW ACCOUNTING STANDARDS In June 1998, the Financial Accounting Standards Board
(FASB) issued Statement of Financial Accounting Standards (SFAS) No. 133,
ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES, which establishes
accounting and reporting standards for derivative instruments, including certain
derivative instruments embedded in other contracts (collectively referred to as
derivatives), and for hedging activities. It requires that an entity recognize
all derivatives as either assets or liabilities in the statement of financial
position and measure those instruments at fair value. If certain conditions are
met, a derivative may be specifically designated as (a) a hedge of the exposure
to changes in the fair value of a recognized asset or liability or an
unrecognized firm commitment, (b) a hedge of the exposure to variable cash flows
of a forecasted transaction, or (c) a hedge of the foreign currency exposure of
a net investment in a foreign operation, an unrecognized firm commitment, an
available-for-sale security, or a foreign- currency-denominated forecasted
transaction.
The accounting for changes in the fair value of a derivative (that is, gains
and losses) depends on the intended use of the derivative and the resulting
designation.
- - For a derivative designated as hedging the exposure to changes in the fair
value of a recognized asset or liability or a firm commitment (referred to
as a fair value hedge), the gain or loss is recognized in earnings in the
period of change together with the offsetting loss or gain on the hedged
item attributable to the risk being hedged. The effect of that accounting
is to reflect in earnings the extent to which the hedge is not effective in
achieving offsetting changes in fair value.
- - For a derivative designated as hedging the exposure to variable cash flows
of a forecasted transaction (referred to as a cash flow hedge), the
effective portion of the derivative's gain or loss is initially reported as
a component of other comprehensive income (outside earnings) and
subsequently reclassified into earnings when the forecasted transaction
affects earnings. The ineffective portion of the gain or loss is reported
in earnings immediately.
- - For a derivative designated as hedging the foreign currency exposure of a
net investment in a foreign operation, the gain or loss is reported in
other comprehensive income (outside earnings) as part of the cumulative
translation adjustment. The accounting for a fair value hedge described
above applies to a derivative designated or an available-for-sale security.
Similarly, the accounting for a cash flow hedge described above applies to
a derivative designated as a hedge of the foreign currency exposure of a
foreign-currency-denominated forecasted transaction.
- - For a derivative not designated as a hedging instrument, the gain or loss
is recognized in earnings in the period of change.
Under SFAS No. 133, an entity that elects to apply hedge accounting is
required to establish at the inception of the hedge the method it will use for
assessing the effectiveness of the hedging derivative and the measurement
approach for determining the ineffective aspect of the hedge. Those methods must
be consistent with the entity's approach to managing risk.
SFAS No. 133 precludes designating a nonderivative financial instrument as a
hedge of an asset, liability, unrecognized firm commitment, or forecasted
transaction except that a nonderivative instrument denominated in a foreign
currency may be designated as a hedge of the foreign currency exposure of an
unrecognized firm commitment denominated in a foreign currency or a net
investment in a foreign operation.
Originally SFAS No. 133 was effective for all fiscal quarters of fiscal
years beginning after June 15, 1999. Initial application should be as of the
beginning of an entity's fiscal quarter; on that date, hedging relationships
must be designated anew and documented pursuant to the provisions of SFAS No.
133. In June of 1999 the Financial Accounting Standards Board issued SFAS No.
137 which deferred the required adoption of SFAS No. 133 to fiscal years
starting after June 15, 2000. HMN is anticipating that it will adopt SFAS No.
133 in the first quarter of 2001. HMN is currently researching the impact on its
financial condition and results of operations of adopting SFAS No. 133.
Effective January 1, 1999 HMN adopted FASB issued SFAS No. 134, ACCOUNTING
FOR MORTGAGE-BACKED SECURITIES RETAINED AFTER THE SECURITIZATION OF MORTGAGE
LOANS HELD FOR SALE BY A MORTGAGE BANKING ENTERPRISE, which amended SFAS No. 65
to require that after the securitization of mortgage loans held for sale, an
entity engaged in mortgage banking activities classify the resulting
mortgage-backed securities or other retained interests based on its ability and
intent to sell or hold those investments. The adoption of SFAS No. 134 in the
first quarter of 1999 did not have a material impact on HMN's financial
condition or the results of its operations.
RECLASSIFICATIONS Certain amounts in the consolidated financial statements for
prior years have been reclassified to conform with the current year
presentation.
35
<PAGE>
NOTE 2 Business Combinations and Acquisitions
On December 5, 1997 HMN, through its wholly owned subsidiary, Home Federal,
completed its merger (the Merger) with Marshalltown Financial Corporation (MFC)
pursuant to a merger agreement dated July 1, 1997. The aggregate consideration
per the merger agreement was $24.8 million, consisting of $23.7 million for 1.35
million outstanding shares of MFC stock, or $17.51 per share, and $1.1 million
for the outstanding MFC options. HMN owned 60,000 shares of MFC stock with a
historical cost of $1.0 million which were cancelled upon the completion of the
merger. The purchase method of accounting was used to record the merger
transaction.
The merger consideration of $24.8 million plus the cancellation of 60,000
shares of MFC common stock owned by HMN with a historical cost of $1.0 million
was allocated as follows:
<TABLE>
<CAPTION>
- -----------------------------------------------------------------
<S> <C>
Cash and cash equivalents ........... $ 5,437,603
Investment securities ............... 48,580,533
Loans receivable, net ............... 69,759,162
Federal Home Loan Bank stock, at cost 1,195,500
Premises and equipment .............. 744,793
Goodwill ............................ 4,514,730
Core deposit intangible ............. 1,567,000
Other assets ........................ 2,210,518
Deposits ............................ (103,580,493)
Net deferred tax liabilities ........ (1,003,330)
Other liabilities ................... (3,578,464)
------------
Purchase price .................... $ 25,847,552
============
- -----------------------------------------------------------------
</TABLE>
NOTE 3 Other Comprehensive Income
Comprehensive income is defined as the change in equity during a period from
transactions and other events from nonowner sources. Comprehensive income is the
total of net income and other comprehensive income, which for HMN is comprised
entirely of unrealized gains and losses on securities available for sale.
The gross unrealized holding losses for the year ended December 31, 1999 were
$3,817,717, the income tax benefit would have been $1,543,051 and therefore, the
net losses were $2,274,666. The gross reclassification adjustment for 1999 was
$122,395, the income tax expense would have been $47,156 and therefore, the net
reclassification adjustment was $75,239. The gross unrealized holding losses for
the year ended December 31, 1998 were $458,384, the income tax benefit would
have been $211,080 and therefore, the net losses were $247,304. The gross
reclassification adjustment for 1998 was $2,798,575, the income tax expense
would have been $1,078,223 and therefore, the net reclassification adjustment
was $1,720,352. The gross unrealized holding gains for the year ended December
31, 1997 were $4,157,775, the income tax expense would have been $1,684,402 and
therefore, the net gain was $2,473,373. The gross reclassification adjustment
for 1997 was $1,249,569, the income tax expense would have been $504,059 and
therefore, the net reclassification adjustment was $745,510.
36
<PAGE>
NOTE 4 Securities Available for Sale
A summary of securities available for sale at December 31, 1999 and 1998 is as
follows:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
Gross Gross
Amortized unrealized unrealized Fair
cost gains losses value
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
DECEMBER 31, 1999:
Mortgage-backed securities:
FHLMC ................................ $ 1,341,710 24,975 6,493 1,360,192
FNMA ................................. 276,255 0 8,646 267,609
GNMA ................................. 97,926 109 780 97,255
Other ................................ 21,286 0 82 21,204
Collateralized mortgage obligations:
FHLMC ................................ 31,340,774 99,165 410,318 31,029,621
FNMA ................................. 29,318,573 0 525,968 28,792,605
Other ................................ 39,509,779 77,056 378,055 39,208,780
------------ -------- --------- -----------
101,906,303 201,305 1,330,342 100,777,266
------------ -------- --------- -----------
Other marketable securities:
U.S. Government and agency obligations 44,813,708 0 1,736,755 43,076,953
Corporate debt ....................... 19,695,301 8,678 285,172 19,418,807
Corporate equity ..................... 12,354,910 68,889 2,220,046 10,203,753
------------ -------- --------- -----------
76,863,919 77,567 4,241,973 72,699,513
------------ -------- --------- -----------
$178,770,222 278,872 5,572,315 173,476,779
============ ======== ========= ===========
DECEMBER 31, 1998:
Mortgage-backed securities:
FHLMC ................................ $ 1,813,967 63,053 0 1,877,020
FNMA ................................. 584,799 0 10,829 573,970
GNMA ................................. 1,486,585 1,861 1,411 1,487,035
Other ................................ 100,912 512 0 101,424
Collateralized mortgage obligations:
FHLMC ................................ 37,965,242 22,356 469,027 37,518,571
FNMA ................................. 57,063,756 16,237 670,714 56,409,279
Other ................................ 45,305,665 77,584 204,383 45,178,866
------------ -------- --------- -----------
144,320,926 181,603 1,356,364 143,146,165
------------ -------- --------- -----------
Other marketable securities:
U.S. Government and agency obligations 17,378,636 13,626 1,339 17,390,923
Corporate debt ....................... 7,133,405 941 9,524 7,124,822
Corporate equity ..................... 14,145,152 276,333 458,607 13,962,878
------------ -------- --------- -----------
38,657,193 290,900 469,470 38,478,623
------------ -------- --------- -----------
$182,978,119 472,503 1,825,834 181,624,788
============ ======== ========= ===========
</TABLE>
Proceeds from securities available for sale which were sold
during 1999 were $32,185,211, resulting in gross gains of $167,461 and gross
losses of $45,066. Proceeds from securities available for sale which were sold
during 1998 were $172,640,058, resulting in gross gains of $3,050,785 and gross
losses of $252,210. Proceeds from securities available for sale which were sold
during 1997 were $94,462,303, resulting in gross gains of $1,533,046 and gross
losses of $283,477.
The following table indicates amortized cost and estimated fair value of
securities available for sale at December 31, 1999, based upon contractual
maturity adjusted for scheduled repayments of principal and projected
prepayments of principal based upon current economic conditions and interest
rates. Actual maturities may differ from the maturities in the following table
because obligors may have the right to call or prepay obligations with or
without call or prepayment penalties:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
Amortized Fair
cost value
- -------------------------------------------------------------------------------
<S> <C> <C>
Due less than one year ................. $ 95,320,555 93,520,694
Due after one year through five years... 58,877,953 57,766,208
Due after five years through ten years.. 7,155,644 7,020,530
After ten years ........................ 5,061,160 4,965,594
No stated maturity ..................... 12,354,910 10,203,753
------------ -----------
Total .............................. $178,770,222 173,476,779
============ ===========
- -------------------------------------------------------------------------------
</TABLE>
The allocation of mortgage-backed securities and collateralized mortgage
obligations in the table above is based upon the anticipated future cash flow of
the securities using estimated mortgage prepayment speeds.
37
<PAGE>
NOTE 5 Securities Held to Maturity
During the first quarter of 1997, HMN determined that it no longer had the
intent to hold its securities classified as held to maturity to the actual
maturity date of the securities. Therefore, it sold one security and on March
31, 1997 it transferred all the remaining securities in the held to maturity
portfolio to the available for sale portfolio. The following information
summarizes the sale and transfer of the securities held to maturity during 1997.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
Unrealized
Unrealized Holding Gain,
Amortized Fair Realized Holding Net of Tax,
Cost Value Gain Gain in Equity
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Security sold .............................. $ 344,139 348,871 4,732
Securities transferred to available for sale $1,223,753 1,295,147 71,394 42,641
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
NOTE 6 Loans Receivable, Net
A summary of loans receivable at December 31 is as follows:
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------
1999 1998
-----------------------------------------
<S> <C> <C>
Residential real estate loans:
1-4 family conventional .... $349,285,616 368,613,588
1-4 family FHA ............. 924,700 1,294,426
1-4 family VA .............. 867,168 1,298,967
----------- -----------
351,077,484 371,206,981
5 or more family ........... 12,354,949 9,466,460
----------- -----------
363,332,433 380,673,441
----------- -----------
Commercial real estate:
Lodging .................... 15,283,054 11,135,329
Retail/office .............. 11,370,732 9,189,565
Nursing home/health care ... 3,385,036 1,913,770
Other ...................... 19,731,498 11,447,514
----------- -----------
49,770,320 33,656,778
----------- -----------
Other loans:
Autos ...................... 4,532,035 2,897,281
Home equity line ........... 22,436,610 19,476,056
Home equity ................ 17,349,049 9,565,652
Other consumer ............. 1,866,441 1,071,555
Commercial business ........ 24,434,843 11,695,354
Savings .................... 733,307 994,168
Education .................. 85,021 118,351
Other ...................... 1,234,137 676,838
----------- -----------
72,671,443 46,495,255
----------- -----------
Total loans ............... 485,774,196 460,855,474
Less:
Unamortized discounts ...... 297,234 414,495
Net deferred loan fees ..... 1,536,549 1,947,778
Allowance for losses ....... 3,273,311 3,041,485
Loans in process ........... 2,771,500 7,996,664
----------- -----------
$477,895,602 447,455,052
=========== ===========
Weighted average contractual
interest rate .............. 7.59% 7.21%
Commitments to originate,
fund or purchase loans ..... $ 17,212,314 24,419,071
Commitments to deliver loans
to secondary market ........ 2,292,100 6,505,374
Loans serviced for others .... 128,831,412 120,425,105
- ---------------------------------------------------------------------------
</TABLE>
Included in total commitments to originate or purchase loans are fixed rate
loans aggregating approximately $2,079,420 and $3,504,094 as of December 31,
1999 and 1998, respectively. The interest rates on these commitments ranged from
7.5% to 9.75% at December 31, 1999 and from 6.25% to 7.00% at December 31, 1998.
At December 31, 1999 and 1998, loans on nonaccrual status totaled $342,287
and $475,649, respectively. Had the loans performed in accordance with their
original terms throughout 1999, HMN would have recorded gross interest income of
$34,943 for these loans. Interest income of $26,424 has been recorded on these
loans for the year ended December 31, 1999.
At December 31, 1999 and 1998 there were no loans included in loans
receivable, net with terms that had been modified in a troubled debt
restructuring.
There were no material commitments to lend additional funds to customers
whose loans were classified as restructured or nonaccrual at December 31, 1999.
At December 31, 1999, 1998 and 1997, the recorded investment in loans that
are considered to be impaired were $817,743, $788,382, and $665,151,
respectively, for which the related allowance for credit losses were $95,919,
$39,613, and $34,762, respectively. The average investment in impaired loans
during 1999, 1998 and 1997 were $709,903, $714,331, and $443,754, respectively.
For the years ended December 31, 1999, 1998 and 1997, HMN recognized interest
income on impaired loans of $41,485, $35,936, and $36,564, respectively. All of
the interest income that was recognized during 1999, 1998 and 1997 for impaired
loans was recognized using the cash basis method of income recognition.
The aggregate amount of loans to executive officers and directors of HMN were
$616,735, $814,609, and $884,244, at December 31, 1999, 1998 and 1997,
respectively. During 1999 repayments on loans to executive officers and
directors aggregated $252,474 and loans originated aggregated $70,000 and loans
added to the executive officer listing due to a change in status of the officer
was $15,400. During 1998 repayments on loans to executive officers and directors
were $366,059, new loans to executive officers and directors totaled $561,057
and loans removed from the executive officer listing due to change in status of
the officer was $264,633.
At December 31, 1999, 1998 and 1997, HMN was servicing real estate loans for
others with aggregate unpaid principal balances of approximately $128,831,412,
$120,425,105, and $28,764,315, respectively.
HMN originates residential, commercial real estate and other loans primarily
in southern Minnesota and Iowa. HMN also purchases loans from a third party
broker located in the Southeastern United States. At December 31, 1999 and 1998,
HMN owned single family and multi-family residential loans located in the
following states:
38
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------
1999 1998
--------------------------- -----------------------------
Percent Percent
Amount of Total Amount of Total
- ----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Alabama ........ $ 11,157,411 3.1% 7,790,445 2.1%
California ..... 3,722,514 1.0 5,235,023 1.4
Connecticut .... 2,430,615 0.7 1,941,298 0.5
Florida ........ 1,028,214 0.3 1,614,802 0.4
Georgia ........ 51,331,563 14.1 52,951,799 13.9
Illinois ....... 4,807,279 1.3 2,481 0.0
Iowa ........... 24,736,752 6.8 30,555,584 8.0
Maine .......... 2,539,038 0.7 1,807,902 0.5
Massachusetts .. 6,642,122 1.8 5,826,593 1.5
Minnesota ...... 197,685,287 54.4 221,860,535 58.3
New Hampshire .. 1,997,796 0.6 595,639 0.2
North Carolina . 22,006,733 6.0 18,727,395 4.9
Ohio ........... 4,482,430 1.2 5,413,417 1.4
South Carolina . 11,880,363 3.3 9,930,680 2.6
Tennessee ...... 5,690,908 1.6 5,234,694 1.4
Wisconsin ...... 8,705,146 2.4 8,375,398 2.2
Other states ... 2,488,262 0.7 2,809,756 0.7
------------ ------ ----------- ------
Total ....... $363,332,433 100.0% 380,673,441 100.0%
============ ====== =========== ======
Amounts under one million dollars are included in "Other states".
- ----------------------------------------------------------------------------
</TABLE>
At December 31, 1999 and 1998, HMN owned commercial real estate loans located in
the following states:
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------
1999 1998
--------------------------- -----------------------
Percent Percent
Amount of Total Amount of Total
- ----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
California.......... $ 0 0.0% 1,449,032 4.3%
Colorado ........... 1,548,916 3.1 209,454 0.6
Iowa ............... 1,311,788 2.6 1,552,456 4.6
Minnesota........... 44,595,857 89.6 29,337,403 87.1
Oregon ............. 1,173,340 2.4 219,428 0.7
Wisconsin........... 1,140,419 2.3 47,067 0.1
Others ............. 0 0.0 871,938 2.6
----------- ------ ---------- ------
Total............ $49,770,320 100.0% 33,686,778 100.0%
=========== ====== ========== ======
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
NOTE 7 Allowance for Loan and Real Estate Losses
<TABLE>
<CAPTION>
The allowance for losses is summarized as follows:
- -------------------------------------------------------------------------------------------------------------------
Loans Real estate Total
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Balance, December 31, 1996 ................................ $ 2,340,585 2,000 2,342,585
Provision for losses ................................... 300,000 18,000 318,000
MFC allowance for losses acquired ...................... 122,500 0 122,500
Charge-offs ............................................ (22,691) (12,000) (34,691)
Recoveries ............................................. 7,825 0 7,825
--------- ------- ---------
Balance, December 31, 1997 ................................ 2,748,219 8,000 2,756,219
Provision for losses ................................... 310,000 0 310,000
Charge-offs ............................................ (18,599) 0 (18,599)
Recoveries ............................................. 1,865 0 1,865
--------- ------- ---------
Balance, December 31, 1998 ................................ 3,041,485 8,000 3,049,485
Provision for losses ................................... 240,000 0 240,000
Charge-offs ............................................ (9,792) (8,000) (17,792)
Recoveries ............................................. 1,618 0 1,618
--------- ------- ---------
Balance, December 31, 1999 $ 3,273,311 0 3,273,311
========= ======= =========
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
NOTE 8 Accrued Interest Receivable
Accrued interest receivable at December 31 is summarized as follows:
- -----------------------------------------------------------------------------
1999 1998
----------------------------------
<S> <C> <C>
Securities available for sale.......... $1,268,316 1,167,903
Loans receivable ...................... 2,592,138 2,784,860
---------- ---------
$3,860,454 3,952,763
========== =========
- -----------------------------------------------------------------------------
</TABLE>
NOTE 9 Investment in Mortgage Servicing Rights
<TABLE>
<CAPTION>
A summary of mortgage servicing activity is as follows:
- --------------------------------------------------------------------------------
1999 1998
----------------------------------
<S> <C> <C>
Mortgage servicing rights
Balance, beginning of year ............ $ 1,117,193 845,517
Originations .......................... 549,639 654,871
Purchases ............................. 0 458,702
Amortization .......................... (518,058) (841,897)
--------- ---------
Balance, end of year .................. 1,148,774 1,117,193
--------- ---------
Valuation reserve
Balance, beginning of year ............ (111,500) (64,512)
Additions ............................. 0 (165,583)
Reductions ............................ 86,400 118,595
--------- ---------
Balance, end of year .................. (25,100) (111,500)
--------- ---------
Mortgage servicing rights, net ........ $ 1,123,674 1,005,693
========= =========
Fair value of mortgage servicing rights $ 1,329,000 1,005,693
========= =========
- --------------------------------------------------------------------------------
</TABLE>
Mortgage servicing costs, which include professional services for valuing
mortgage servicing rights, were $39,447 and $50,614, respectively, in 1999 and
1998.
All of the loans being serviced were single family loans serviced for FNMA
under the mortgage-backed security program or the individual loan sale program.
The following is a summary of the risk characteristics of the loans being
serviced at December 31, 1999:
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------
Weighted Weighted
Loan Average Average Number
Principal Interest Remaining of
Balance Rate Term Loans
-------------------------------------------
<S> <C> <C> <C> <C>
Original term 30 year
fixed rate ..................... $54,300,000 7.46% 332 786
Original term 15 year
fixed rate ..................... 64,900,000 6.74% 161 1,151
Seven year balloon ................ 800,000 6.96% 341 8
Adjustable rate ................... 7,500,000 7.61% 331 60
- ----------------------------------------------------------------------------------
</TABLE>
39
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 10 Real Estate
A summary of real estate at December 31 is as follows:
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------
1999 1998
---------------------------------
<S> <C> <C>
Real estate in judgement subject
to redemption ....................... $ 0 18,602
Real estate acquired through foreclosure 0 0
------- ------
0 18,602
Allowance for losses ................... 0 8,000
------- ------
$ 0 10,602
======= ======
- ---------------------------------------------------------------------------
</TABLE>
NOTE 11 Investment in Limited Partnerships
Investments in limited partnerships at December 31 were as follows:
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------
Primary partnership activity 1999 1998 1997
- ------------------------------------------------------------------------------
<S> <C> <C> <C>
Mortgage servicing rights..... $2,222,094 1,622,519 5,065,682
Common stock of
financial institutions .... 415,576 415,189 480,871
Low to moderate
income housing ............ 337,468 399,538 442,846
---------- --------- ---------
$2,975,138 2,437,246 5,989,399
========== ========= =========
- ------------------------------------------------------------------------------
</TABLE>
During 1999 HMN's proportionate earnings from the mortgage servicing
partnership was $599,574, its proportionate share of earnings from the common
stock investments in financial institutions was $387 and its proportionate loss
on low income housing was $49,908. During 1999 HMN received low income housing
credits totaling $84,000 which were credited to current income tax benefits.
During 1998 HMN's proportionate loss from the mortgage servicing partnership was
$3,624,000, its proportionate share of losses from the common stock investments
in financial institutions was $65,682 and its proportionate loss on low income
housing was $35,028. During 1998 HMN received low income housing credits
totaling $80,000 which were credited to current income tax benefits. During 1997
HMN's proportionate revenue from the mortgage servicing partnership was
$239,407, its proportionate share of losses from common stock investments in
financial institutions was $19,129 and it did not recognize any revenue or loss
from low income housing. HMN received low income housing credits totaling
$80,000 which were credited to current income tax benefits during 1997.
NOTE 12 Premises and Equipment
A summary of premises and equipment at December 31 is as follows:
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------
1999 1998
-------------------------------------
<S> <C> <C>
Land ................................. $ 1,200,610 1,200,610
Office buildings and improvements..... 7,101,079 6,957,158
Furniture and equipment .............. 5,127,147 4,413,715
----------- ----------
13,428,836 12,571,483
Less accumulated depreciation ........ 4,898,402 4,189,347
----------- ----------
$ 8,530,434 8,382,136
=========== ==========
- -----------------------------------------------------------------------------
</TABLE>
NOTE 13 Deposits
Deposits and their weighted average interest rates at December 31 are summarized
as follows:
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
1999 1998
------------------------------------------- ---------------------------------------
Weighted Percent of Weighted Percent of
average rate Amount total average rate Amount total
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Noninterest checking................... 0.00% $ 7,706,475 2.0% 0.00% $ 13,187,109 3.0%
NOW accounts .......................... 1.00 25,896,344 6.5 1.00 25,458,607 5.9
Passbooks ............................. 2.00 34,469,767 8.6 2.00 35,766,129 8.2
Money market accounts ................. 3.41 31,820,764 7.9 3.19 29,419,000 6.8
------------ ---- ----------- ----
99,893,350 25.0 103,830,845 23.9
------------ ---- ----------- ----
Certificates:
3-3.99% ............................... 16,608,956 4.1 1,943,048 0.4
4-4.99% ............................... 88,175,525 22.0 87,581,623 20.2
5-5.99% ............................... 151,826,810 37.9 160,630,490 37.1
6-6.99% ............................... 43,875,010 11.0 78,273,256 18.0
7-7.99% ............................... 2,467 0.0 1,341,583 0.3
Over 8.00% ............................ 0 0.0 268,062 0.1
------------ ---- ----------- ----
Total certificates .................... 5.12 300,488,768 75.0 5.37 330,038,062 76.1
------------ ---- ----------- ----
Total deposits ........................ 4.35 $400,382,118 100.0% 4.52 $433,868,907 100.0%
============ ===== ============ =====
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
At December 31, 1999 and 1998, HMN had $35,402,394 and $37,285,235
respectively, of certificate accounts with balances at $100,000 or more.
Certificates had the following maturities at December 31:
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
1999 1998
------------------------- --------------------------
Weighted Weighted
Amount average Amount average
REMAINING TERM TO MATURITY (in thousands) rate (in thousands) rate
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1-6 months........................................... $124,192 4.95% $115,301 5.41%
7-12 months ......................................... 75,710 5.18 79,826 5.04
13-36 months ........................................ 72,617 5.26 111,314 5.50
Over 36 months ...................................... 27,970 5.35 23,597 5.62
-------- --------
$300,489 5.12 $330,038 5.37
======== ========
- ----------------------------------------------------------------------------------------------------------
</TABLE>
40
<PAGE>
At December 31, 1999 mortgage loans and mortgage-backed and related
securities with an amortized cost of approximately $34,320,000 were pledged as
collateral for certain deposits and $1,135,000 of letters of credit from the
Federal Home Loan Bank (FHLB) were pledged as additional collateral on Bank
deposits.
Interest expense on deposits is summarized as follows for the years ended
December 31:
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------
1999 1998 1997
-------------------------------------------------
<S> <C> <C> <C>
NOW................................... $ 239,216 283,143 257,261
Passbook ............................. 715,707 816,656 762,923
Money market ......................... 1,004,910 964,230 490,223
Certificates ......................... 15,965,906 20,034,243 17,545,757
----------- ---------- ----------
$17,925,739 22,098,272 19,056,164
=========== ========== ==========
- ------------------------------------------------------------------------------------------
</TABLE>
NOTE 14 Federal Home Loan Bank Advances
Federal Home Loan Bank advances consisted of the following at December 31, 1999
and 1998:
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
1999 1998
------------------------------------------------------
YEAR OF MATURITY Amount Rate Amount Rate
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1999 ............................................ $ 15,000,000 4.99%
2000 ............................................ $ 57,000,000 5.66% 30,000,000 5.71
2001 ............................................ 27,000,000 5.56 19,000,000 5.42
2002 ............................................ 9,500,000 5.77 16,000,000 5.61
2003 ............................................ 22,400,000 5.69 15,400,000 5.86
2004 ............................................ 20,000,000 5.79
2008 ............................................ 90,000,000 5.40 90,000,000 5.40
------------ ------------
225,900,000 5.56 185,400,000 5.47
Lines of Credit.................................. 3,500,000 5.75 0 0.00
------------ ------------
$229,400,000 5.57 $185,400,000 5.47
============ ============
- ----------------------------------------------------------------------------------------------------------
</TABLE>
Many of the advances listed above have call provisions which allow the FHLB
to request that the advance be paid back or refinanced at the rates then being
offered by the FHLB. As of December 31, 1999, HMN had advances from the FHLB
with the following call features:
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------
Callable Callable Callable
Semi-annually Quarterly Quarterly
Year of Maturity in Year 2000 In Year 2001 In Year 2003
- -----------------------------------------------------------------------------
<S> <C> <C> <C>
2001............... $14,000,000 0 0
2004............... 0 15,000,000 0
2008............... 0 10,000,000(1) 80,000,000
----------- ---------- ----------
$14,000,000 25,000,000 80,000,000
=========== ========== ==========
- -----------------------------------------------------------------------------
</TABLE>
(1)Callable starting in the third quarter of 2001.
At December 31, 1999 the advances and $1,135,000 of letters of credit from
the FHLB were collateralized by the Bank's FHLB stock and mortgage loans with
unamortized principal balances of approximately $318,000,000. The Bank has the
ability to draw additional borrowings of $27,600,000 based upon the mortgage
loans and securities that are currently pledged subject to a requirement to
purchase FHLB stock.
NOTE 15 Other Borrowed Money
HMN has established a $2,500,000 revolving line of credit with Norwest Bank
Minnesota, N.A. that was not drawn at December 31, 1999 and was drawn for $2.5
million on December 31, 1998. The line of credit matures September 30, 2000. The
interest rate on the line floats with the Federal Funds Rate plus 250 basis
points. The line is secured by 140,000 shares of 7.50% non-cumulative guaranteed
trust preferred securities of ABN AMRO Capital Funding Trust 1 with a carrying
value of $2,910,000.
NOTE 16 Income Taxes
Income tax expense for the years ended December 31 is as follows:
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------
1999 1998 1997
----------------------------------------------------
<S> <C> <C> <C>
Current:
Federal ............................ $ 3,386,300 2,737,150 2,425,591
State .............................. 988,300 877,450 758,814
----------- ---------- ---------
Total current..................... 4,374,600 3,614,600 3,184,405
----------- ---------- ---------
Deferred:
Federal ............................ (317,300) (1,267,000) 65,395
State .............................. (96,800) (348,600) 18,200
----------- ---------- ---------
Total deferred ................... (414,100) (1,615,600) 83,595
----------- ---------- ---------
$ 3,960,000 1,999,000 3,268,000
=========== ========== =========
- ---------------------------------------------------------------------------------------------
</TABLE>
41
<PAGE>
The reasons for the difference between "expected" income tax expense
utilizing the federal corporate tax rate of 34% and the actual income tax
expense are as follows:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
1999 1998 1997
--------------------------------------------------------
<S> <C> <C> <C>
Federal expected income tax expense .................... $ 3,519,500 2,059,300 3,007,934
Items affecting federal income tax:
Dividend received deduction ......................... (121,600) (354,700) (229,800)
State income taxes, net of federal income tax benefit 587,200 321,300 512,829
Low income housing credits .......................... (84,000) (80,000) (80,000)
Other, net .......................................... 59,400 53,100 57,037
----------- --------- ---------
$ 3,960,500 1,999,000 3,268,000
=========== ========= =========
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
The tax effects of temporary differences that give rise to the deferred tax
assets and deferred tax liabilities are as follows at December 31:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
1999 1998
---------------------------------
<S> <C> <C>
Deferred tax assets:
Allowances for loan and real estate losses .................................. $1,350,500 1,220,900
Investment in limited partnership ........................................... 81,700 764,700
Discounts on assets and liabilities acquired from MFC........................ 78,500 138,800
Deferred compensation and pension costs ..................................... 135,100 232,500
Restricted stock awards ..................................................... 33,100 36,100
Mortgage loan servicing rights .............................................. 36,700 0
Net unrealized loss on securities available for sale ........................ 2,105,600 521,400
---------- ---------
Total gross deferred tax assets ........................................... 3,821,200 2,914,400
Valuation allowance ......................................................... 0 0
---------- ---------
Net deferred tax assets ................................................... 3,821,200 2,914,400
---------- ---------
Deferred tax liabilities:
Tax bad debt reserve over base year ......................................... 996,700 1,272,000
Premium on assets acquired from MFC ......................................... 465,400 577,100
FHLB stock .................................................................. 465,600 463,100
Deferred loan fees and costs ................................................ 261,300 277,300
Premises and equipment basis difference ..................................... 281,700 242,100
Originated mortgage servicing rights ........................................ 378,100 252,500
Other ....................................................................... 51,800 53,300
Unamortized discount on loan sale ........................................... 28,100 54,600
---------- ---------
Total gross deferred tax liabilities ...................................... 2,928,700 3,192,000
---------- ---------
Net deferred tax assets (liabilities) ..................................... $ 892,500 (277,600)
========== =========
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
Retained earnings at December 31, 1999 included approximately $8,800,000 for
which no provision for income taxes was made. This amount represents allocations
of income to bad debt deductions for tax purposes. Reduction of amounts so
allocated for purposes other than absorbing losses will create income for tax
purposes, which will be subject to the then-current corporate income tax rate.
NOTE 17 Employee Benefits
At December 31, 1999 substantially all full-time employees of the Bank are
included in a trusteed noncontributory retirement plan sponsored by the
Financial Institutions Retirement Fund. The actuarial present value of
accumulated plan benefits and net assets available for benefits relating to the
Bank's employees is not available because such information is not accumulated
for each participating institution. No contributions were required in 1999, 1998
or 1997 because the retirement plan is fully funded. The Bank's policy is to
fund retirement plan costs accrued and there are no unfunded past service costs.
For the years ended December 31, 1999, 1998 and 1997 the amounts charged to
operating expenses were $5,500, $4,900, and $5,700, respectively.
HMN has a qualified, tax-exempt savings plan with a cash or deferred feature
qualifying under Section 401(k) of the Internal Revenue Code (the 401(k) Plan).
All employees who have attained age 21 are eligible to participate in the plan.
Participants are per-
42
<PAGE>
mitted to make salary reduction contributions to the 401(k) Plan of up to 12%
of the participant's annual salary. Each participant's salary reduction is
matched by HMN in an amount equal to 25% of the participant's salary
reduction up to a maximum contribution of 8% of the participant's annual
salary. Contributions above 8% are not matched by HMN. Generally all
participant contributions and earnings are fully and immediately vested.
HMN's matching contribution is made monthly but an employee must be employed
by HMN on the last day of the plan year in order to vest the current year's
employer match. Effective January 1, 1997, for new employees HMN's
contributions are vested on a five year cliff basis in addition to the
requirement of being employed at year end. HMN's matching contributions are
expensed when made. HMN's contributions to the 401(k) Plan were $63,400,
$65,900 and $47,800, in 1999, 1998 and 1997, respectively.
During 1994 HMN adopted an Employee Stock Ownership Plan (the ESOP) which met
the requirements of Section(e)(7) of the Internal Revenue Code and Section
407(d)(6) of the Employee Retirement Income Security Act of 1974, as amended
(ERISA) and, as such the ESOP was empowered to borrow in order to finance
purchases of the common stock of HMN. The ESOP borrowed $6,085,770 from HMN to
purchase 912,866 shares of common stock in the initial public offering of HMN.
In December of 1997 the Bank merged with Marshalltown Financial Corporation
(MFC). As a result of the merger, in February 1998, the ESOP borrowed $1,476,000
to purchase 76,933 shares of HMN common stock to provide the employees from MFC
with an ESOP benefit. The ESOP debt requires quarterly payments of principal
plus interest at 7.52%. HMN has committed to make quarterly contributions to the
ESOP necessary to repay the loan including interest. HMN contributed $525,220,
$673,336 and $689,636 to the ESOP, respectively, during 1999, 1998 and 1997.
As the debt is repaid, ESOP shares which were initially pledged as
collateral for its debt, are committed to be released from collateral and
allocated to active employees, based on the proportion of debt service paid
in the year. HMN accounts for its ESOP in accordance with Statement of
Position 93-6, EMPLOYERS' ACCOUNTING FOR EMPLOYEE STOCK OWNERSHIP PLANS.
Accordingly, the shares pledged as collateral are reported as unearned ESOP
shares in stockholders' equity. As shares are determined to be ratably
released from collateral, HMN reports compensation expense equal to the
current market price of the shares, and the shares become outstanding for
earnings per share computations. ESOP compensation benefit expense was
$302,027, $721,755, and $885,208, respectively, for 1999, 1998 and 1997.
All employees of the Bank are eligible to participate in the ESOP after they
attain age 21 and complete one year of service during which they worked at least
1,000 hours. A summary of the ESOP share allocation is as follows for the years
ended:
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------
1999 1998 1997
--------------------------------------------------
<S> <C> <C> <C>
Shares allocated to participants
beginning of the year ......... 246,721 217,293 162,631
Shares allocated to participants . 24,317 42,312 57,639
Shares purchased with dividends
from allocated shares ......... 7,268 800 0
Shares distributed to participants (33,012) (13,684) (2,977)
------------ -------- ---------
Shares allocated to participants
end of year ................... 245,294 246,721 217,293
------------ -------- ---------
Unreleased shares beginning
of the year ................... 717,763 683,142 740,781
Shares purchased ................. 0 76,933 0
Shares released during year ...... (24,317) (42,312) (57,639)
------------ -------- ---------
Unreleased shares end of year .... 693,446 717,763 683,142
------------ -------- ---------
Total ESOP shares end of year .... 938,740 964,484 900,435
=========== ========= ==========
Fair value of unreleased
shares at December 31 ......... $ 7,801,268 8,433,715 14,801,410
- ---------------------------------------------------------------------------------------
</TABLE>
In June of 1995, HMN as part of a Recognition and Retention Plan (RRP)
awarded 126,729 shares of restricted common stock to its officers and directors.
The shares vest over a five year period and were issued from treasury stock.
Compensation and benefit expense related to the RRP was $170,830, $210,866, and
$231,600 for 1999, 1998, and 1997. In April 1997, 3,000 shares of restricted
common stock were awarded to a director. Those shares vest over a five year
period beginning in 1998.
In June 1995, HMN adopted its only stock option plan, the 1995 Stock Option
and Incentive Plan (the SOP). During 1995, options exercisable for 821,569
shares of HMN common stock were granted to certain officers and directors at an
exercise price of $9.211 per share. The options vest over a five year period and
may be exercised within 10 years of the grant date. In December 1996, options
exercisable for 1,500 shares of common stock were granted to officers at an
exercise price of $12.089. In April 1997, options for 18,000 shares of common
stock were granted to a director at an exercise price of $13.007. In April 1999,
options for 80,000 shares of common stock were granted to an officer and
directors at an exercise price of $11.50.
43
<PAGE>
The fair value of the options granted were $4.11, $6.08, $5.55 and $4.49 for
1999, 1997, 1996 and 1995, respectively. A summary of stock option activity
under the SOP is detailed as follows:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
Weighted
Options average
available for Options exercise
grant outstanding price
-------------------------------------------
<S> <C> <C> <C>
December 31, 1996..................................... 108,054 797,763 $ 9.217
Granted April 22, 1997 ............................... (18,000) 18,000 13.007
Exercised ............................................ (13,563) 9.211
------- -------
December 31, 1997 .................................... 90,054 802,200 9.302
Exercised ............................................ (53,209) 9.211
Forfeited ............................................ 21,745 (21,745) 9.310
------- -------
December 31, 1998 .................................... 111,799 727,246 9.308
Exercised ............................................ (49,516) 9.211
Forfeited ............................................ 6,848 (6,848) 9.211
Granted April 27, 1999 ............................... (80,000) 80,000 11.500
------- -------
December 31, 1999 .................................... 38,647 750,882 9.549
======= =======
- --------------------------------------------------------------------------------------------------
</TABLE>
The following table summarizes information about stock options outstanding at
December 31, 1999:
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------
Options Outstanding Options Exercisable
- ------------------------------------------------------------------------------
Weighted average
Exercise Number remaining contractual
price outstanding life in years Number Price
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
$ 9.211 652,132 5.4 509,726 $ 9.211
12.089 750 6.9 450 12.089
13.007 18,000 7.3 7,200 13.007
11.500 80,000 9.3 0 11.500
-------
750,882
=======
- ------------------------------------------------------------------------------
</TABLE>
HMN uses the intrinsic value method as described in APB Opinion No. 25 and
related interpretations to account for its stock incentive plans. Accordingly,
no compensation cost has been recognized for the option plan. Proceeds from
stock options exercised are credited to common stock and additional paid-in
capital. There are no charges or credits to expense with respect to the granting
or exercise of options since the options were issued at fair value on the
respective grant dates. Had compensation cost for HMN's stock-based plan been
determined in accordance with the fair value method recommended by SFAS No. 123,
HMN's net income and earnings per share would have been reduced to the pro forma
amounts indicated below:
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------
1999 1998 1997
-----------------------------------------------------
<S> <C> <C> <C>
Net income:
As reported ........... $ 6,390,991 4,057,680 5,578,866
Pro forma ............. 6,169,114 3,841,930 4,839,907
Earnings per common share:
As reported:
Basic ............... $ 1.47 0.82 1.01
Diluted ............. 1.41 0.77 0.94
Pro forma:
Basic ............... 1.42 0.78 0.88
Diluted ............. 1.36 0.73 0.82
- ----------------------------------------------------------------------------------
</TABLE>
The above disclosed pro forma effects of applying SFAS No. 123 to
compensation costs, may not be representative of the effects on reported pro
forma net income for future years.
The fair value for each option grant for the SOP is estimated on the date of
the grant using the Option Designer Model. The model incorporated the following
assumptions for each year of grant:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------
1999 1998 1997
-------------------------------------------
<S> <C> <C> <C>
Risk-free interest rate..... 5.59% 6.80% 6.21%
Expected life .............. 9 years 10 years 10 years
Expected volatility ........ 30.00% 18.00% 18.00%
Expected dividends ......... 2.1% None None
- -------------------------------------------------------------------------
</TABLE>
NOTE 18 Earnings per Share
The following table reconciles the weighted average shares outstanding and the
income available to common shareholders used for basic and diluted EPS:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
Year Ended December 31,
-------------------------------------------
1999 1998 1997
-------------------------------------------
<S> <C> <C> <C>
Weighted average number of
common shares outstanding
used in basic earnings per
common share calculation ...... 4,340,551 4,923,392 5,525,033
Net dilutive effect of:
Options ....................... 181,930 323,593 314,082
Restricted stock awards ....... 16,828 51,141 76,151
---------- --------- ---------
Weighted average number of
shares outstanding adjusted for
effect of dilutive securities . 4,539,309 5,298,126 5,915,266
========== ========= =========
Income available to common
shareholders .................. $6,390,991 4,057,680 5,578,866
Basic earnings per
common share .................. $ 1.47 0.82 1.01
Diluted earnings per
common share .................. $ 1.41 0.77 0.94
- -------------------------------------------------------------------------------
</TABLE>
44
<PAGE>
NOTE 19 Stockholders' Equity
Starting in 1995 and continuing throughout 1999, HMN has repurchased its own
common stock in the open market. HMN purchased 568,400 shares during 1999,
960,800 shares during 1998 and 298,334 shares during 1997 for $7,271,668,
$17,122,788, and $5,988,450, respectively. The shares were placed in treasury
stock.
Refer to Note 1 for disclosure of the stock split which occurred during the
second quarter of 1998.
HMN declared and paid dividends as follows:
<TABLE>
<CAPTION>
Record date Payable date Dividend per share
----------- ------------ ------------------
<S> <C> <C>
May 27, 1998 June 12, 1998 $0.06
August 27, 1998 September 10, 1998 $0.06
December 1, 1998 December 15, 1998 $0.06
February 24, 1999 March 10, 1999 $0.08
May 26, 1999 June 10, 1999 $0.08
August 25, 1999 September 10, 1999 $0.08
November 23, 1999 December 10, 1999 $0.08
</TABLE>
On January 25, 2000 HMN declared a cash dividend of $0.10 per share payable
on March 10, 2000 to holders of record on February 24, 2000.
HMN's certificate of incorporation authorized the issuance of up to 500,000
shares of preferred stock, but to date no shares have been issued.
In order to grant a priority to eligible accountholders in the event of
future liquidation, the Bank, at the time of conversion established a
liquidation account equal to its regulatory capital as of September 30, 1993. In
the event of future liquidation of the Bank, an eligible accountholder who
continues to maintain their deposit account shall be entitled to receive a
distribution from the liquidation account. The total amount of the liquidation
account will be decreased as the balance of eligible accountholders are reduced
subsequent to the conversion, based on an annual determination of such balance.
The liquidation account of MFC was absorbed by the Bank as a result of the
acquisition.
The Bank may not declare or pay a cash dividend to HMN if the total amount of
the dividends for the year exceeds the Bank's net income for the year plus the
Bank's retained net income for the preceding two years without filing a capital
distribution application with the OTS. Additional limitations on dividends
declared or paid on, or repurchases of, the Bank's capital stock are tied to the
Bank's level of compliance with its regulatory capital requirements.
NOTE 20 Federal Home Loan Bank Investment, Regulatory Liquidity and Regulatory
Capital Requirements
The Bank, as a member of the Federal Home Loan Bank System, is required to
hold a specified number of shares of capital stock, which is carried at cost,
in the Federal Home Loan Bank of Des Moines. In addition, the Bank is
required to maintain cash and other liquid assets in an amount equal to 4% of
its deposit accounts and other obligations due within one year. The Bank has
met these requirements as of December 31, 1999.
The Bank is subject to various regulatory capital requirements administered
by the federal banking agencies. Failure to meet minimum capital requirements
can initiate certain mandatory and possibly additional discretionary actions by
regulators that, if undertaken, could have a direct material effect on HMN's
financial statements. Under capital adequacy guidelines and the regulatory
framework for prompt corrective action, the Bank must meet specific capital
guidelines that involve quantitative measures of the Bank's assets, liabilities,
and certain off-balance sheet items as calculated under regulatory accounting
practices. The Bank's capital amounts and classification are also subject to
qualitative judgments by the regulators about components, risk weightings, and
other factors.
Quantitative measures established by regulations to ensure capital adequacy
require the Bank to maintain minimum amounts and ratios (set forth in the
following table) of Tier I or Core capital, and Risk-based capital (as defined
in the regulations) to total assets (as defined). Management believes, as of
December 31, 1999, that the Bank meets all capital adequacy requirements to
which it is subject.
Management believes that based upon the Bank's capital calculations at
December 31, 1999 and other conditions consistent with the Prompt Corrective
Actions Provisions of the OTS regulations, the Bank would be categorized as well
capitalized.
45
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
At December 31, 1999 the Bank's capital amounts and ratios are also
presented for actual capital, required capital, and excess capital including
amounts and ratios in order to qualify as being well capitalized under the
Prompt Corrective Actions regulations:
- ------------------------------------------------------------------------------------------------------------------------------------
To Be Well
Capitalized
Required to Under Prompt
be Adequately Corrective Actions
Actual Capitalized Excess Capital Provisions
- ------------------------------------------------------------------------------------------------------------------------------------
Percent of Percent of Percent of Percent of
(IN THOUSANDS) Amount Assets (1) Amount Assets (1) Amount Assets (1) Amount Assets (1)
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Bank stockholder's equity ............. $48,383
Plus:
Net unrealized loss on
certain securities
available for sale ............... 1,890
Less:
Goodwill and other intangibles ..... 5,188
Excess mortgage servicing rights ... 222
-------
Tier I or core capital ................ 44,863
-------
Tier I capital to
adjusted total assets ............ 6.60% $27,195 4.00% $17,668 2.60% $33,994 5.00%
Tier I capital to
risk-weighted assets ............... 11.76% $15,255 4.00% $29,608 7.76% $22,882 6.00%
Less:
Equity investments and other
assets required to be deducted ... 11
Plus:
Allowable allowance for loan losses 3,215
-------
Risk-based capital ................. $48,067 $30,509 $17,558 $38,137
=======
Risk-based capital to
risk-weighted assets ............. 12.60% 8.00% 4.60% 10.00%
</TABLE>
(1) Based upon the Bank's adjusted total assets for the purpose of the Tier I or
core capital ratios and risk-weighted assets for the purpose of the risk-based
capital ratio.
- ---------------------------------------------------------------------------
46
<PAGE>
NOTE 21 Financial Instruments with Off-Balance Sheet Risk
The Bank is a party to financial instruments with off-balance sheet risk in the
normal course of business to meet the financing needs of its customers. These
financial instruments include commitments to extend credit. These instruments
involve, to varying degrees, elements of credit and interest rate risk in excess
of the amounts recognized in the balance sheet. The contract amounts of these
instruments reflect the extent of involvement by the Bank.
The Bank's exposure to credit loss in the event of nonperformance by the
other party to the financial instrument for commitments to extend credit is
represented by the contract amount of these commitments. The Bank uses the same
credit policies in making commitments as it does for on-balance sheet
instruments.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------
Contract amount
--------------------------
(IN THOUSANDS) 1999 1998
- --------------------------------------------------------------------------
Financial instruments whose contract amount
represents credit risk:
<S> <C> <C>
Commitments to extend credit ........... $81,972 54,145
Commitment of counter party
to purchase loans .................. 6,008 6,505
- --------------------------------------------------------------------------
</TABLE>
Commitments to extend credit are agreements to lend to a customer as long
as there is no violation of any condition established in the contract.
Commitments generally have fixed expiration dates or other termination clauses
and may require payment of a fee. Since a portion of the commitments are
expected to expire without being drawn upon, the total commitment amounts do not
necessarily represent future cash requirements. The Bank evaluates each
customer's creditworthiness on a case-by-case basis. The amount of collateral
obtained, if deemed necessary by the Bank upon extension of credit, is based on
the loan type and on management's credit evaluation of the borrower. Collateral
consists primarily of residential real estate and personal property.
Commitments of counter party to purchase loans represents commitments to sell
loans to FNMA and are entered into in the normal course of business by the Bank.
47
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 22 Fair Value of Financial Instruments
SFAS No. 107, DISCLOSURES ABOUT FAIR VALUES OF FINANCIAL INSTRUMENTS, requires
disclosure of estimated fair values of HMN's financial instruments, including
assets, liabilities and off-balance sheet items for which it is practicable to
estimate fair value. The fair value estimates are made as of December 31, 1999,
and 1998 based upon relevant market information, if available, and upon the
characteristics of the financial instruments themselves. Because no market
exists for a significant portion of HMN's financial instruments, fair value
estimates are based upon judgments regarding future expected loss experience,
current economic conditions, risk characteristics of various financial
instruments, and other factors. The estimates are subjective in nature and
involve uncertainties and matters of significant judgment and therefore cannot
be determined with precision. Changes in assumptions could significantly affect
the estimates.
Fair value estimates are based only on existing financial instruments without
attempting to estimate the value of anticipated future business or the value of
assets and liabilities that are not considered financial instruments. In
addition, the tax ramifications related to the realization of the unrealized
gains and losses can have a significant effect on the fair value estimates and
have not been considered in any of the estimates.
The estimated fair value of HMN's financial instruments are shown below.
Following the table, there is an explanation of the methods and assumptions used
to estimate the fair value of each class of financial instruments.
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
December 31,
-----------------------------------------------------------------------------
1999 1998
------------------------------------- ---------------------------------------
Carrying Estimated Contract Carrying Estimated Contract
(IN THOUSANDS) amount fair value amount amount fair value amount
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Financial assets:
Cash and cash equivalents ........... $ 9,051 9,048 20,961 20,961
Securities available for sale ....... 173,477 173,477 181,625 181,625
Loans held for sale ................. 4,083 4,083 13,095 13,101
Loans receivable, net ............... 477,896 470,029 447,455 470,413
Federal Home Loan Bank stock ........ 11,470 11,470 9,838 9,838
Accrued interest receivable ......... 3,860 3,860 3,953 3,953
Financial liabilities:
Deposits ............................ 400,382 398,717 433,869 433,566
Federal Home Loan Bank advances ..... 229,400 225,574 185,400 189,749
Other borrowed money ................ 0 0 2,500 2,505
Accrued interest payable ............ 1,433 1,433 1,086 1,086
Off-balance sheet financial instruments:
Commitments to extend credit ........ 0 86 81,972 0 50 54,145
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
48
<PAGE>
CASH AND CASH EQUIVALENTS The carrying amount of cash and cash equivalents
approximates their fair value.
SECURITIES AVAILABLE FOR SALE The fair values of securities are based upon
quoted market prices.
LOANS HELD FOR SALE The fair value of loans held for sale were based upon quoted
market prices for loans with similar interest rates and terms to maturity.
LOANS RECEIVABLE The fair values of loans receivable were estimated for groups
of loans with similar characteristics. The fair value of the loan portfolio,
with the exception of the adjustable rate portfolio, was calculated by
discounting the scheduled cash flows through the estimated maturity using
anticipated prepayment speeds and using discount rates that reflect the credit
and interest rate risk inherent in each loan portfolio. The fair value of the
adjustable loan portfolio was estimated by grouping the loans with similar
characteristics and comparing the characteristics of each group to the prices
quoted for similar types of loans in the secondary market.
FEDERAL HOME LOAN BANK STOCK The carrying amount of FHLB stock approximates its
fair value.
ACCRUED INTEREST RECEIVABLE The carrying amount of accrued interest receivable
approximates its fair value since it is short-term in nature and does not
present unanticipated credit concerns.
DEPOSITS Under SFAS No. 107, the fair value of deposits with no stated maturity
such as checking, savings and money market accounts, is equal to the amount
payable on demand. The fair value of certificates of deposit is based on the
discounted value of contractual cash flows using as discount rates the rates
that were offered by HMN as of December 31, 1999 and 1998 for deposits with
maturities similar to the remaining maturities of the existing certificates of
deposit.
The fair value estimate for deposits does not include the benefit that
results from the low cost funding provided by HMN's existing deposits and
long-term customer relationships compared to the cost of obtaining different
sources of funding. This benefit is commonly referred to as the core deposit
intangible.
ACCRUED INTEREST PAYABLE The carrying amount of accrued interest payable
approximates its fair value since it is short-term in nature.
FEDERAL HOME LOAN BANK ADVANCES AND OTHER BORROWED MONEY The fair values of
advances and other borrowed money with fixed maturities are estimated based on
discounted cash flow analysis using as discount rates the interest rates charged
by the FHLB or Norwest Bank Minnesota, N.A. at December 31, 1999 and 1998 for
borrowings of similar remaining maturities.
COMMITMENTS TO EXTEND CREDIT The fair value of commitments to extend credit is
estimated using the fees currently charged to enter into similar agreements,
taking into account the remaining terms of the agreements and the present
creditworthiness of the counter parties.
49
<PAGE>
NOTE 23 HMN Financial, Inc. Financial Information (Parent Company Only)
The following are the condensed financial statements for the parent company only
as of December 31, 1999 and 1998 and for the years ended December 31, 1999, 1998
and 1997.
<TABLE>
<CAPTION>
1999 1998 1997
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Condensed Balance Sheets
Assets:
Cash and cash equivalents ............................................................ $ 768,386 23,167
Securities available for sale ........................................................ 7,146,815 7,974,562
Loans receivable from subsidiaries ................................................... 4,762,631 12,434,632
Investment in subsidiaries ........................................................... 50,426,528 50,091,852
Investment in limited partnership .................................................... 415,576 415,189
Accrued interest receivable .......................................................... 143,054 344,915
Prepaid expenses and other assets .................................................... 503,981 711,094
Deferred tax asset ................................................................... 579,800 0
---------- ----------
Total assets ....................................................................... $ 64,746,771 71,995,411
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Other borrowed money ................................................................. $ 0 3,525,000
Accrued expenses and other liabilities ............................................... 186,003 25,072
---------- ----------
Total liabilities .................................................................. 186,003 3,550,072
---------- ----------
Serial preferred stock ............................................................... 0 0
Common stock ......................................................................... 91,287 91,287
Additional paid-in capital ........................................................... 59,674,715 59,739,020
Retained earnings .................................................................... 68,423,008 63,424,378
Accumulated other comprehensive loss ................................................. (3,187,843) (837,838)
Unearned employee stock option plan shares ........................................... (5,511,851) (5,705,152)
Unearned compensation restricted stock awards ........................................ (96,508) (276,867)
Treasury stock, at cost, 4,370,285 and 3,835,058 shares .............................. (54,832,040) (47,989,489)
---------- ----------
Total stockholders' equity ......................................................... 64,560,768 68,445,339
---------- ----------
Total liabilities and stockholders' equity ......................................... $ 64,746,771 71,995,411
========== ==========
CONDENSED STATEMENTS OF INCOME
Interest income ...................................................................... $ 962,179 1,342,134 1,071,818
Interest expense ..................................................................... (36,027) (57,475) (13,515)
Securities gains, net ................................................................ 42,547 1,622,607 644,278
Equity in earnings of subsidiaries ................................................... 5,997,933 2,586,843 4,512,080
Earnings (loss) in limited partnership ............................................... 387 (65,682) (19,129)
Other income ......................................................................... 9,658 0 0
Compensation and benefits ............................................................ (16,480) (24,256) (17,494)
Occupancy ............................................................................ (6,349) (6,000) (6,604)
Advertising .......................................................................... (190) (190) (159)
Data processing ...................................................................... (1,323) (1,383) (1,355)
Other ................................................................................ (450,344) (617,118) (477,030)
---------- ---------- ----------
Income before income tax expense ................................................... 6,501,991 4,779,480 5,692,890
Income tax expense ................................................................... 111,000 721,800 114,024
---------- ---------- ----------
Net income ......................................................................... $ 6,390,991 4,057,680 5,578,866
---------- ---------- ----------
CONDENSED STATEMENTS OF CASH FLOWS
Cash flows from operating activities:
Net income ......................................................................... $ 6,390,991 4,057,680 5,578,866
Adjustments to reconcile net income to cash provided (used) by operating activities:
Equity in earnings of subsidiaries ................................................ (5,997,933) (2,586,843) (4,512,080)
Equity in earnings of limited partnership ......................................... (387) 65,682 19,129
Amortization of premiums (discounts), net ......................................... (25,091) (56,038) (349)
Securities gains, net ............................................................. (42,547) (1,622,607) (644,278)
Provision for deferred income taxes ............................................... 200 (4,200) (800)
Earned employee stock ownership shares priced above original cost ................. 64,414 235,989 298,238
Decrease in restricted stock awards ................................................ 170,830 210,866 231,621
Decrease in unearned ESOP shares ................................................... 193,301 325,128 384,240
(Increase) decrease in accrued interest receivable ................................. 201,861 (277,032) 148,076
Increase (decrease) in accrued expenses and other liabilities ...................... 37,943 4,489 (165,370)
Decrease (increase) in other assets ................................................ 207,113 (699,479) 6,335
Other, net ......................................................................... 54,379 134,957 65,034
---------- ---------- ----------
Net cash provided (used) by operating activities .................................. 1,255,074 (211,408) 1,408,662
---------- ---------- ----------
Cash flows from investing activities:
Proceeds from sales of securities available for sale ............................... 655,104 21,650,412 9,384,529
Proceeds collected on maturity of securities available for sale .................... 4,931,000 8,574,876 4,018,412
Purchases of securities available for sale ......................................... (5,834,479) (23,800,742) (15,900,938)
Investment in Home Federal Savings Bank ............................................ 0 0 (1,016,063)
Investment in HMN Mortgage Services, Inc. .......................................... 0 (1,253,800) (844,500)
Investment in limited partnership .................................................. 0 0 (500,000)
Net (increase) decrease in loans receivable from subsidiaries ...................... 7,672,001 (5,384,062) 283,430
---------- ---------- ----------
Net cash provided (used) by investing activities .................................. 7,423,626 (213,316) (4,575,130)
---------- ---------- ----------
Cash flows from financing activities:
Purchase of treasury stock ......................................................... (7,271,668) (17,122,788) (6,350,950)
Increase in unearned ESOP shares ................................................... 0 (1,476,000) 0
Stock options exercised ............................................................ 255,548 436,025 56,745
Dividends to stockholders .......................................................... (1,392,361) (857,555) 0
Fractional shares purchased from stock split ....................................... 0 (1,716) 0
Increase (decrease) in other borrowed money ........................................ (3,525,000) 3,525,000 0
Proceeds from dividends on Bank stock .............................................. 4,000,000 15,000,000 6,750,000
---------- ---------- ----------
Net cash provided (used) by financing activities .................................. (7,933,481) (497,034) 455,795
---------- ---------- ----------
Increase (decrease) in cash and cash equivalents .................................. 745,219 (921,758) (2,710,673)
Cash and cash equivalents, beginning of year ......................................... 23,167 944,925 3,655,598
---------- ---------- ----------
Cash and cash equivalents, end of year ............................................... $ 768,386 23,167 944,925
========== ========== ==========
</TABLE>
50
<PAGE>
NOTE 24 Business Segments
HMN's wholly owned subsidiaries, Home Federal Savings Bank, and Mortgage
Services, Inc. have been identified as reportable operating segments in
accordance with the provisions of SFAS No. 131. MSI was deemed to be a segment
because it is a separate corporation which operates independently from the Bank
and it is not regulated by the Office of Thrift Supervision. MSI has been
segmented further into Mortgage Servicing Rights and Mortgage Banking
activities. The mortgage servicing segment owns servicing rights on loans which
have either been sold to FNMA or securitized into mortgage backed instruments
which were issued by FNMA. MSI receives a servicing fee which is based upon the
outstanding balance of the loan being serviced and pays a subservicer a monthly
fee to service the loan. MSI's mortgage banking activity includes an origination
function and it also purchases loans from other loan originators. All loans
acquired either by origination or by purchase are intended to be resold in the
secondary loan market.
Security Finance Corporation and HMN, the holding company, did not meet the
quantitative thresholds for determining reportable segments and therefore are
included in the "Other" category.
HMN evaluates performance and allocates resources based on the segments net
income or loss, return on average assets and return on average equity. The
segments follow generally accepted accounting principles as described in the
summary of significant accounting policies.
Each corporation is managed separately with its own president, who reports
directly to HMN's chief operating decision maker, and board of directors.
The following table sets forth certain information about the
reconciliations of reported profit or loss and assets for each of HMN's
reportable segments.
51
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
HMN Mortgage Services, Inc.
------------------------------
Mortgage Total
Home Federal Servicing Mortgage Reportable Consolidated
(DOLLARS IN THOUSANDS) Savings Bank Rights Banking Segments Other Eliminations Total
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
AT OR FOR THE YEAR ENDED DECEMBER 31, 1999:
Interest income-- external customers .... $ 46,013 0 307 46,320 784 0 47,104
Non-interest income-- external customers 2,153 98 1,056 3,307 436 0 3,743
Earnings on limited partnerships ........ 550 0 0 550 0 0 550
Intersegment interest income ............ 29 0 0 29 413 (442) 0
Intersegment non-interest income ........ 395 0 0 395 5,998 (6,393) 0
Interest expense ........................ 28,904 0 291 29,195 158 (442) 28,911
Amortization of mortgage servicing rights
and net valuation adjustments .......... 229 242 0 471 0 0 471
Other non-interest expense .............. 9,856 0 1,121 10,977 810 (364) 11,423
Income tax expense (benefit) ............ 3,862 (57) (20) 3,785 176 0 3,961
Net income (loss) ....................... 6,049 (87) (29) 5,933 6,487 (6,029) 6,391
Total assets ............................ 683,400 222 4,235 687,857 67,389 (56,060) 699,186
Net interest margin ..................... 2.66% NM NM NM NM NM 2.74%
Return on average assets ................ 0.91 (33.11)% (0.53)% NM NM NM 0.93
Return on average realized common equity 12.24 (100.03) (1.70) NM NM NM 9.18
At or for the year ended December 31, 1998:
Interest income-- external customers .... $ 47,231 0 296 47,527 1,268 0 48,795
Non-interest income-- external customers 3,858 265 953 5,076 1,279 0 6,355
Loss on limited partnerships ............ (3,725) 0 0 (3,725) 0 0 (3,725)
Intersegment interest income ............ 46 0 0 46 602 (648) 0
Intersegment non-interest income ........ 0 0 0 0 2,779 (2,779) 0
Interest expense ........................ 31,887 0 307 32,194 352 (648) 31,898
Amortization of mortgage servicing rights
and net valuation adjustments .......... 56 833 0 939 0 0 939
Other non-interest expense .............. 10,707 7 1,157 11,871 656 (306) 12,221
Income tax expense (benefit) ............ 1,516 (251) (87) 1,178 821 0 1,999
Net income (loss) ....................... 2,942 (374) (128) 2,440 4,204 (2,586) 4,058
Total assets ............................ 672,870 371 11,710 684,951 75,053 (65,346) 694,658
Net interest margin ..................... 2.33% NM NM NM NM NM 2.47%
Return on average assets ................ 0.43 (64.93)% (2.31)% NM NM NM 0.57
Return on average realized common equity 5.78 (64.93) (13.54) NM NM NM 5.38
At or for the year ended December 31, 1997:
Interest income-- external customers .... $ 39,957 0 9 39,966 1,124 0 41,090
Non-interest income-- external customers 1,797 0 97 1,894 608 0 2,502
Earnings on limited partnerships ........ 220 0 0 220 0 0 220
Intersegment interest income ............ 0 0 0 0 344 (344) 0
Intersegment non-interest income ........ 0 0 0 0 5,137 (5,137) 0
Interest expense ........................ 25,720 0 8 25,728 259 (344) 25,643
Amortization of mortgage servicing rights 105 0 0 105 0 0 105
Other non-interest expense .............. 7,739 0 689 8,428 510 (20) 8,918
Income tax expense (benefit) ............ 3,336 0 (241) 3,095 173 0 3,268
Net income (loss) ....................... 4,775 0 (350) 4,425 5,666 (4,512) 5,579
Total assets ............................ 667,521 781 2,234 670,536 90,839 (70,143) 691,232
Net interest margin ..................... 2.64% NM NM NM NM NM 2.77%
Return on average assets ................ 0.86 NM (96.38)% NM NM NM 0.98
Return on average realized common equity 7.72 NM (146.84) NM NM NM 6.84
</TABLE>
NM - Not meaningful
52
<PAGE>
INDEPENDENT AUDITOR'S REPORT
KPMG LLP [LOGO]
THE BOARD OF DIRECTORS
HMN FINANCIAL, INC.
SPRING VALLEY, MINNESOTA:
We have audited the accompanying consolidated balance sheets of HMN Financial,
Inc. and Subsidiaries (the Company) as of December 31, 1999 and 1998, and the
related consolidated statements of income, comprehensive income, stockholders'
equity and cash flows for each of the years in the three-year period ended
December 31, 1999. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of HMN
Financial, Inc. and Subsidiaries at December 31, 1999 and 1998, and the results
of their operations and their cash flows for each of the years in the three-year
period ended December 31, 1999, in conformity with generally accepted accounting
principles.
/s/ KPMG LLP
MINNEAPOLIS, MINNESOTA
FEBRUARY 1, 2000
53
<PAGE>
SELECTED QUARTERLY FINANCIAL DATA
<TABLE>
<CAPTION>
December 31, September 30, June 30,
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) 1999 1999 1999
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Selected Operations Data (3 months ended):
Interest income ........................................ $ 12,006 11,835 11,660
Interest expense ....................................... 7,387 7,235 7,119
-------- -------- --------
Net interest income ............................... 4,619 4,600 4,541
Provision for loan losses .............................. 45 45 75
-------- -------- --------
Net interest income after provision for loan losses 4,574 4,555 4,466
-------- -------- --------
Noninterest income:
Fees and service charges .......................... 283 246 192
Mortgage servicing fees ........................... 64 94 88
Securities gains (losses), net .................... (26) (15) 23
Gain on sales of loans ............................ 294 358 585
Earnings (losses) in limited partnerships ......... 217 (29) 346
Other noninterest income .......................... 121 167 99
-------- -------- --------
Total noninterest income ........................ 953 821 1,333
-------- -------- --------
Noninterest expense:
Compensation and benefits ......................... 1,549 1,539 1,535
Occupancy ......................................... 332 423 396
Federal deposit insurance premiums ................ 36 73 73
Advertising ....................................... 57 74 84
Data processing ................................... 183 173 177
Amortization of mortgage servicing rights and
net valuation adjustments ....................... 62 87 154
Other noninterest expense ......................... 779 602 573
-------- -------- --------
Total noninterest expense ....................... 2,998 2,971 2,992
-------- -------- --------
Income (loss) before income tax expense (benefit) . 2,529 2,405 2,807
Income tax expense (benefit) ........................... 951 910 1,091
-------- -------- --------
Net income (loss) ................................. $ 1,578 1,495 1,716
======== ======== ========
Basic earnings (loss) per share ........................ $ 0.38 0.35 0.39
======== ======== ========
Diluted earnings (loss) per share ...................... $ 0.36 0.33 0.37
======== ======== ========
Financial Ratios:
Return on average assets(1) ............................ 0.90% 0.86 1.01
Return on average equity(1) ............................ 9.05 8.55 9.83
Average equity to average assets ....................... 10.13 10.18 10.23
Dividend payout ratio .................................. 27.78 24.24 21.62
Net interest margin(1)(2) .............................. 2.74 2.75 2.76
(DOLLARS IN THOUSANDS)
- ---------------------------------------------------------------------------------------------------
Selected Financial Condition Data:
Total assets ........................................... $ 699,186 687,528 679,974
Securities available for sale:
Mortgage-backed and related securities ............ 100,777 105,228 110,454
Other marketable securities ....................... 72,700 78,812 72,887
Loans held for sale .................................... 4,083 4,991 6,722
Loans receivable, net .................................. 477,896 458,104 446,670
Deposits ............................................... 400,382 404,555 416,192
Federal Home Loan Bank advances ........................ 229,400 211,900 192,400
Stockholders' equity ................................... 64,561 65,747 67,195
(1) Annualized
(2) Net interest income divided by average interest-earning assets.
54
<PAGE>
March 31, December 31, September 30, June 30, March 31,
1999 1998 1998 1998 1998
- -------------------------------------------------------------
11,603 11,951 12,297 12,446 12,101
7,170 7,695 8,239 8,176 7,788
-------- -------- -------- -------- --------
4,433 4,256 4,058 4,270 4,313
75 75 85 75 75
-------- -------- -------- -------- --------
4,358 4,181 3,973 4,195 4,238
-------- -------- -------- -------- --------
127 90 149 131 148
88 37 87 127 86
139 817 348 738 896
695 940 519 352 366
17 (111) (2,676) (990) 52
120 121 160 161 82
-------- -------- -------- -------- --------
1,186 1,894 (1,413) 519 1,630
-------- -------- -------- -------- --------
1,428 1,490 1,582 1,880 1,852
420 358 361 358 365
73 65 73 73 74
70 92 124 136 93
185 168 167 165 174
168 292 371 237 39
590 779 573 594 625
-------- -------- -------- -------- --------
2,934 3,244 3,251 3,443 3,222
-------- -------- -------- -------- --------
2,610 2,831 (691) 1,271 2,646
1,008 786 (257) 487 983
-------- -------- -------- -------- --------
1,602 2,045 (434) 784 1,663
======== ======== ======== ======== ========
0.36 0.45 (0.09) 0.16 0.31
======== ======== ======== ======== ========
0.34 0.42 (0.09) 0.14 0.28
======== ======== ======== ======== ========
0.95 1.17 (0.24) 0.44 0.96
9.31 11.74 (2.46) 4.03 7.98
10.20 10.63 10.86 11.42 12.04
23.53 21.62 (66.67) 42.86 21.43
2.73 2.50 2.35 2.47 2.59
- -------------------------------------------------------------
681,936 694,658 706,269 725,180 732,118
124,787 143,146 137,316 141,835 137,474
59,760 38,479 56,326 69,534 81,648
9,102 13,095 6,882 8,091 8,318
449,872 447,455 466,471 459,865 450,210
421,210 433,869 446,333 467,133 466,998
185,400 185,400 184,579 177,936 167,293
69,014 68,445 68,093 70,797 84,954
</TABLE>
55
<PAGE>
OTHER FINANCIAL DATA
The following table sets forth the maximum month-end balance and average balance
of FHLB advances.
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------
Year Ended December 31,
---------------------------------------
(DOLLARS IN THOUSANDS) 1999 1998 1997
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C>
Maximum Balance:
Federal Home Loan Bank advances ............ $230,900 194,579 128,007
Federal Home Loan Bank short-term borrowings 60,500 46,893 60,429
Average Balance:
Federal Home Loan Bank advances ............ 197,861 172,232 112,500
Federal Home Loan Bank short-term borrowings 28,614 32,145 45,598
- -----------------------------------------------------------------------------------------
</TABLE>
The following table sets forth certain information as to the Bank's FHLB
advances.
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
December 31,
------------------------------------------------------------------
1999 1998 1997
----------------------- -------------------- -------------------
Weighted Weighted Weighted
Average Average Average
(DOLLARS IN THOUSANDS) Amount Rate Amount Rate Amount Rate
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Federal Home Loan Bank short-term borrowings .. $ 60,500 5.67% 15,000 4.99 43,250 5.85%
Other Federal Home Loan Bank long-term advances 168,900 5.53 170,400 5.51 84,400 5.77
------- ------- -------
Total ...................................... $229,400 5.57 185,400 5.47 127,650 5.80
======= ======= =======
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
Refer to Note 14 of the Notes to Consolidated Financial Statements for more
information on the Bank's FHLB advances.
COMMON STOCK INFORMATION
The common stock of HMN Financial, Inc. is listed on the Nasdaq Stock Market
under the symbol: HMNF. The common stock outstanding is 9,128,662 shares of
which 4,370,285 shares are in treasury stock at December 31, 1999. As of
December 31, 1999 there are 816 stockholders of record and 918 estimated
beneficial stockholders. The following table represents the stock price
information for HMN Financial, Inc. as furnished by Nasdaq for each quarter
starting in December 31, 1999, and regressing back to March 31, 1995.
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
Dec. 31, Sept. 30, June 30, March 31, Dec. 31, Sept. 30, June 30, March 31,
1999 1999 1999 1999 1998 1998 1998 1998
---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
HIGH..... $12.75 13.50 13.13 13.50 14.75 16.06 20.67 21.33
LOW...... 10.88 11.88 10.50 11.38 10.38 13.25 15.50 17.50
CLOSE.... 11.25 12.25 11.63 11.38 11.75 14.50 15.88 20.00
- -------------------------------------------------------------------------------------------------------------------
Dec. 31, Sept. 30, June 30, March 31, Dec. 31, Sept. 30, June 28, March 29,
1997 1997 1997 1997 1996 1996 1996 1996
---------------------------------------------------------------------------------------------------
HIGH..... $21.67 17.33 16.25 16.50 12.42 11.00 11.00 10.75
LOW...... 16.17 14.58 12.42 12.00 10.67 10.08 9.75 9.67
CLOSE.... 21.67 16.50 15.33 13.36 12.08 10.67 11.00 9.75
- -------------------------------------------------------------------------------------------------------------------
Dec. 29, Sept. 29, June 30, March 31,
1995 1995 1995 1995
-------------------------------------------------
HIGH..... $10.83 10.42 9.33 9.00
LOW...... 9.92 9.08 8.33 7.17
CLOSE.... 10.67 10.17 9.08 8.50
</TABLE>
56
<PAGE>
CORPORATE AND SHAREHOLDER INFORMATION
HMN FINANCIAL, INC.
101 North Broadway
Spring Valley, MN 55975
(507) 346-1100
ANNUAL MEETING
The annual meeting of shareholders will be held on Tuesday, April 25, 2000 at
10:00 a.m. (Central Time) at the Best Western Apache Hotel, 1517 16th St. S.W.,
Rochester, Minnesota.
LEGAL COUNSEL
Faegre & Benson LLP
2200 Norwest Center
90 South Seventh St.
Minneapolis, MN 55402-3901
INDEPENDENT AUDITORS
KPMG LLP
4200 Norwest Center
90 South Seventh St.
Minneapolis, MN 55402-3900
INVESTOR INFORMATION AND FORM 10-K
Additional information and HMN's
Form 10-K, filed with the Securities and Exchange Commission is available
without charge upon request from:
HMN Financial, Inc.
Attn: Investor Relations
101 North Broadway
Spring Valley, MN 55975-0231
TRANSFER AGENT & REGISTRAR
Inquiries regarding change of address, transfer requirements, and lost
certificates should be directed to the transfer agent.
Norwest Bank Minnesota, N.A.
Shareowner Services
PO Box 64854
St. Paul, MN 55164-0854
(800) 468-9716
DIRECTORS
ROGER P. WEISE
HMN Chairman of the Board
President and Chief Executive Officer,
Home Federal Savings Bank
Chairman of the Board
JAMES B. GARDNER
HMN & Home Federal Savings Bank
Executive Vice President and
Chief Financial Officer
MICHAEL MCNEIL
HMN Senior Vice President,
Home Federal Savings Bank CEO
and President
IRMA R. RATHBUN
Retired Vice President of
Home Federal Savings Bank
M.F. SCHUMANN
Licensed Public Accountant
Schumann, Granahan, Hesse & Wilson, Ltd.
TIMOTHY R. GEISLER
Manager Corporate Tax Unit
Mayo Clinic
DUANE D. BENSON
Executive Director
Minnesota Business Partnership
ALAN R. DEBOER
Chief Executive Officer
RCS of Rochester
RICHARD J. ZIEBELL
Retired President
Badger Foundry, Inc.
EXECUTIVE OFFICERS
ROGER P. WEISE
President and
Chief Executive Officer
JAMES B. GARDNER
Executive Vice President and
Chief Financial Officer
DWAIN C. JORGENSEN
Senior Vice President
MICHAEL MCNEIL
Senior Vice President
TIMOTHY P. JOHNSON
Vice President and Treasurer
BRANCH OFFICES OF BANK
ALBERT LEA
143 West Clark St.
Albert Lea, MN 56007
(507) 377-3330
AUSTIN
201 Oakland Avenue West
Austin, MN 55912
(507) 433-2355
LACRESCENT
208 South Walnut
LaCrescent, MN 55947
(507) 895-4090
MARSHALLTOWN
303 West Main Street
Marshalltown, IA 50158
(515) 754-6000
29 South Center Street
Marshalltown, IA 50158
(515) 754-6040
ROCHESTER
Crossroads Shopping Center
Rochester, MN 55901
(507) 289-4025
1110 6th Street NW
Rochester, MN 55901
(507) 285-1707
SPRING VALLEY
715 North Broadway
Spring Valley, MN 55975
(507) 346-7345
TOLEDO
119 West High Street
Toledo, IA 52342
(515) 484-5141
WINONA
175 Center Street
Winona, MN 55987
(507) 454-4912
HMN MORTGAGE SERVICES, INC.
Brooklyn Park
Mortgage Origination and
Mortgage Banking Office
7101 Northland Circle, Suite 105
Brooklyn Park, MN 55427
(612) 533-2500
<PAGE>
SUBSIDIARIES OF REGISTRANT
EXHIBIT 21
<TABLE>
<CAPTION>
Date and % of Voting Shares,
Partnership Interests, Voting
Year & Trust Certificates,
Name & Address State Inc. Capital Contributions Description of Activity
-------------- ---------- --------------------- -----------------------
<S> <C> <C> <C>
Home Federal Savings Bank Federal 6/29/94 Federally Chartered Stock
101 North Broadway Charter HMN owns 100% of voting shares Savings Bank
Spring Valley, MN 55975
Osterud Insurance Agency, Inc. Bank owns 100% Offers credit life and annuity
101 North Broadway MN products to the Bank's customers
Spring Valley, MN 55975 and others
MSL Financial Corporation(1) Bank owns 100% Offered annuity products to
101 North Broadway IA Marshalltown Financial
Spring Valley, MN 55975
Security Finance Corporation 12/29/95 Corporation invests in
101 North Broadway MN HMN owns 100% of voting shares securities and loans
Spring Valley, MN 55975
HMN Mortgage Services, Inc. 7/08/96 Mortgage Banking/
7101 Northland Circle, Suite 105 MN HMN owns 100% of Brokerage Office
Brooklyn Park, MN 55427 voting shares
</TABLE>
(1) MSL Financial Corporation was dissolved on April 30, 1999 and its assets and
liabilities were transferred into the Bank.
<PAGE>
Exhibit 23
KPMG LLP
4200 Norwest Center
90 South Seventh Street
Minneapolis, MN 55402
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors
HMN Financial, Inc.:
We consent to incorporation by reference of our report dated February 1, 2000,
relating to the consolidated balance sheets of HMN Financial, Inc. as of
December 31, 1999 and 1998, and the related consolidated statements of income,
comprehensive income, stockholders' equity and cash flows for each of the years
in the three-year period ended December 31, 1999, which report appears in the
December 31, 1999 annual Report on Form 10-K of HMN Financial, Inc. in the
following Registration Statements of HMN Financial, Inc.: Nos. 33-88228,
33-94388, and 33-94386 on Form S-8.
/s/KPMG LLP
KPMG LLP
Minneapolis, Minnesota
March 28, 2000
54
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AT DECEMBER 31, 1999 AND THE CONSOLIDATED STATEMENT
OF INCOME FOR THE YEAR ENDED DECEMBER 31, 1999 AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 4,253
<INT-BEARING-DEPOSITS> 4,798
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 173,477
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 481,169
<ALLOWANCE> 3,273
<TOTAL-ASSETS> 699,186
<DEPOSITS> 400,382
<SHORT-TERM> 60,500
<LIABILITIES-OTHER> 4,844
<LONG-TERM> 168,900
0
0
<COMMON> 91
<OTHER-SE> 64,470
<TOTAL-LIABILITIES-AND-EQUITY> 699,186
<INTEREST-LOAN> 35,091
<INTEREST-INVEST> 11,154
<INTEREST-OTHER> 859
<INTEREST-TOTAL> 47,104
<INTEREST-DEPOSIT> 17,926
<INTEREST-EXPENSE> 28,911
<INTEREST-INCOME-NET> 18,193
<LOAN-LOSSES> 240
<SECURITIES-GAINS> 17,953
<EXPENSE-OTHER> 11,895
<INCOME-PRETAX> 10,351
<INCOME-PRE-EXTRAORDINARY> 6,391
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 6,391
<EPS-BASIC> 1.47
<EPS-DILUTED> 1.41
<YIELD-ACTUAL> 2.74
<LOANS-NON> 342
<LOANS-PAST> 476
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 87
<ALLOWANCE-OPEN> 3,041
<CHARGE-OFFS> (10)
<RECOVERIES> 2
<ALLOWANCE-CLOSE> 3,273
<ALLOWANCE-DOMESTIC> 1,737
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 1,536
</TABLE>
