HMN FINANCIAL INC - FORM 10-Q

Attached files

file	filename
EX-32 - EXHIBIT 32 - HMN FINANCIAL INC	ex_111422.htm
EX-31.2 - EXHIBIT 31.2 - HMN FINANCIAL INC	ex_111421.htm
EX-31.1 - EXHIBIT 31.1 - HMN FINANCIAL INC	ex_111420.htm
EX-10 - EXHIBIT 10 - HMN FINANCIAL INC	ex_111419.htm

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the quarterly period ended March 31, 2018

[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the transition period from _________ to _________

Commission File Number 0-24100

HMN FINANCIAL, INC.

(Exact name of registrant as specified in its charter)

Delaware		41-1777397
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1016 Civic Center Drive N.W., Rochester, MN		55901
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code:		(507) 535-1200

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐	Non-accelerated filer ☐	Smaller reporting company ☒
	(Do not check if a smaller reporting company)
Emerging growth company ☐

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date.

Class		Outstanding at April 20, 2018
Common stock, $0.01 par value		4,504,234

Table of Contents

HMN FINANCIAL, INC.

CONTENTS

PART I – FINANCIAL INFORMATION
		Page
Item 1:	Financial Statements

	Consolidated Balance Sheets at March 31, 2018 and December 31, 2017	3

	Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2018 and 2017	4

	Consolidated Statement of Stockholders' Equity for the Three Month Period Ended March 31, 2018	5

	Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2018 and 2017	6

	Notes to Consolidated Financial Statements	7

Item 2:	Management's Discussion and Analysis of Financial Condition and Results of Operations	23

Item 3:	Quantitative and Qualitative Disclosures About Market Risk	31

Item 4:	Controls and Procedures	31

PART II – OTHER INFORMATION

Item 1:	Legal Proceedings	32

Item 1A:	Risk Factors	32

Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	32

Item 3:	Defaults Upon Senior Securities	32

Item 4:	Mine Safety Disclosures	32

Item 5:	Other Information	32

Item 6:	Exhibits	33

Signatures		34

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PART I – FINANCIAL INFORMATION

Item 1 : Financial Statements

HMN FINANCIAL, INC. AND SUBSIDIARIES
Consolidated Balance Sheets


	March 31,			December 31,
(Dollars in thousands)	2018			2017
	(unaudited)
Assets
Cash and cash equivalents	$	26,576			37,564
Securities available for sale:
Mortgage-backed and related securities (amortized cost $9,653 and $5,148)		9,455			5,068
Other marketable securities (amortized cost $73,428 and $73,653)		71,719			72,404
		81,174			77,472

Loans held for sale		2,234			1,837
Loans receivable, net		591,840			585,931
Accrued interest receivable		2,104			2,344
Real estate, net		701			627
Federal Home Loan Bank stock, at cost		867			817
Mortgage servicing rights, net		1,724			1,724
Premises and equipment, net		8,347			8,226
Goodwill		802			802
Core deposit intangible		330			355
Prepaid expenses and other assets		1,806			1,314
Deferred tax asset, net		3,834			3,672
Total assets	$	722,339			722,685


Liabilities and Stockholders’ Equity
Deposits	$	633,805			635,601
Accrued interest payable		197			146
Customer escrows		1,895			1,147
Accrued expenses and other liabilities		4,386			4,973
Total liabilities		640,283			641,867
Commitments and contingencies
Stockholders’ equity:
Serial-preferred stock: ($.01 par value) authorized 500,000 shares; issued shares 0		0			0
Common stock ($.01 par value): authorized 16,000,000; issued shares 9,128,662		91			91
Additional paid-in capital		50,540			50,623
Retained earnings, subject to certain restrictions		92,964			91,448
Accumulated other comprehensive loss		(1,374	)		(957	)
Unearned employee stock ownership plan shares		(1,982	)		(2,030	)
Treasury stock, at cost 4,624,428 and 4,631,124 shares		(58,183	)		(58,357	)
Total stockholders’ equity		82,056			80,818
Total liabilities and stockholders’ equity	$	722,339			722,685

See accompanying notes to consolidated financial statements.

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HMN FINANCIAL, INC. AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income
(unaudited)


	Three Months Ended March 31,
(Dollars in thousands, except per share data)		2018		2017
Interest income:
Loans receivable	$	6,778		6,360
Securities available for sale:
Mortgage-backed and related		42		7
Other marketable		272		268
Other		66		25
Total interest income		7,158		6,660

Interest expense:
Deposits		468		292
Federal Home Loan Bank advances and other borrowings		2		115
Total interest expense		470		407
Net interest income		6,688		6,253
Provision for loan losses		(125	)	(270	)
Net interest income after provision for loan losses		6,813		6,523

Non-interest income:
Fees and service charges		766		825
Loan servicing fees		301		301
Gain on sales of loans		444		519
Other		265		236
Total non-interest income		1,776		1,881

Non-interest expense:
Compensation and benefits		3,824		3,944
Occupancy and equipment		1,097		1,040
Data processing		295		291
Professional services		249		259
Other		1,089		813
Total non-interest expense		6,554		6,347
Income before income tax expense		2,035		2,057
Income tax expense		590		841
Net income		1,445		1,216
Other comprehensive (loss) income, net of tax		(346	)	188
Comprehensive income attributable to common shareholders	$	1,099		1,404
Basic earnings per share	$	0.34		0.29
Diluted earnings per share	$	0.29		0.25

See accompanying notes to consolidated financial statements.

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HMN FINANCIAL, INC. AND SUBSIDIARIES

Consolidated Statement of Stockholders' Equity

For the Three Month Period Ended March 31, 2018

(unaudited)

Unearned

Employee

Accumulated

Stock

Total

Additional

Other

Ownership

Stock-

Common

Paid-In

Retained

Comprehensive

Plan

Treasury

Holders’

(Dollars in thousands)

Stock

Capital

Earnings

Loss

Stock

Equity

Balance, December 31, 2017

50,623

91,448

(957

)

(2,030

)

(58,357

)

80,818

Amounts reclassified from accumulated other comprehensive loss

(71

)

Net income

1,445

Other comprehensive loss

(346

)

(346

)

Stock compensation expense

Restricted stock awards

(174

)

174

Amortization of restricted stock awards

Earned employee stock ownership plan shares

Balance, March 31, 2018

50,540

92,964

(1,374

)

(1,982

)

(58,183

)

82,056

See accompanying notes to consolidated financial statements.

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HMN FINANCIAL, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(unaudited)


	Three Months Ended March 31,
(Dollars in thousands)	2018			2017
Cash flows from operating activities:
Net income	$	1,445			1,216
Adjustments to reconcile net income to cash provided by operating activities:
Provision for loan losses		(125	)		(270	)
Depreciation		258			233
Amortization of premiums, net		28			0
Amortization of deferred loan costs (fees)		19			(40	)
Amortization of core deposit intangible		25			25
Amortization of purchased loan fair value adjustments		(12	)		(24	)
Amortization of mortgage servicing rights		126			124
Capitalized mortgage servicing rights		(126	)		(144	)
Securities gains		(18	)		0
Gain on sales of real estate owned		0			(6	)
Gain on sales of loans		(444	)		(519	)
Proceeds from sale of loans held for sale		17,291			20,958
Disbursements on loans held for sale		(13,558	)		(15,856	)
Amortization of restricted stock awards		39			36
Amortization of unearned employee stock ownership plan shares		48			48
Earned employee stock ownership plan shares priced above original cost		48			37
Stock option compensation expense		4			10
Decrease in accrued interest receivable		240			209
Increase (decrease) in accrued interest payable		51			(31	)
(Increase) decrease in other assets		(457	)		26
Decrease in other liabilities		(616	)		(1,569	)
Other, net		(4	)		10
Net cash provided by operating activities		4,262			4,473
Cash flows from investing activities:
Principal collected on securities available for sale		384			234
Proceeds collected on maturities of securities available for sale		310			5,000
Purchases of securities available for sale		(4,888	)		(4,999	)
Purchase of Federal Home Loan Bank stock		(322	)		(667	)
Redemption of Federal Home Loan Bank stock		272			620
Proceeds from sales of real estate		0			15
Net increase in loans receivable		(9,580	)		(18,626	)
Purchases of premises and equipment		(378	)		(138	)
Net cash used by investing activities		(14,202	)		(18,561	)
Cash flows from financing activities:
Decrease in deposits		(1,796	)		(1,432	)
Stock awards repurchased for tax withholding		0			(54	)
Proceeds from borrowings		6,800			15,500
Repayment of borrowings		(6,800	)		(15,500	)
Increase in customer escrows		748			502
Net cash used by financing activities		(1,048	)		(984	)
Decrease in cash and cash equivalents		(10,988	)		(15,072	)
Cash and cash equivalents, beginning of period		37,564			27,561
Cash and cash equivalents, end of period	$	26,576			12,489
Supplemental cash flow disclosures:
Cash paid for interest	$	420			438
Cash paid for income taxes		427			1,765
Supplemental noncash flow disclosures:
Loans transferred to loans held for sale		3,719			5,054
Transfer of loans to real estate		74			40

See accompanying notes to consolidated financial statements.

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HMN FINANCIAL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(unaudited)

(1) HMN Financial, Inc.

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

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

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

(2) Basis of Preparation

The accompanying unaudited consolidated financial statements were prepared in accordance with instructions for Form 10-Q and, therefore, do not include all disclosures necessary for a complete presentation of the consolidated balance sheets, consolidated statements of comprehensive income, consolidated statement of stockholders' equity and consolidated statements of cash flows in conformity with U.S. Generally Accepted Accounting Principles (GAAP). However, all normal recurring adjustments which are, in the opinion of management, necessary for the fair presentation of the interim financial statements have been included. The results of operations for the three month period ended March 31, 2018 are not necessarily indicative of the results which may be expected for the entire year.

(3) New Accounting Standards

In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-02, Leases (Topic 842). The amendments in the ASU create Topic 842, Leases, and supersede the lease requirements in Topic 840, Leases. The objective of this ASU is to establish the principles that lessees and lessors shall apply to report useful information to users of financial statements about the amount, timing, and uncertainty of cash flows arising from a lease. The main difference between previous GAAP and this ASU is the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous GAAP. The amendment requires a lessee to recognize in the statement of financial position a liability to make lease payments (the lease liability) and the right-of-use asset representing its right to use the underlying asset for the lease term. The accounting applied by a lessor is largely unchanged from that applied under previous GAAP. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The modified retrospective approach includes a number of optional practical expedients that entities may elect to apply that will, in effect, continue to account for leases that commence before the effective date in accordance with previous GAAP unless the lease is modified. The amendments in the ASU, for public business entities, are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The adoption of this ASU in the first quarter of 2019 is not anticipated to have a material impact on the Company’s consolidated financial statements.

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

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In March 2017, the FASB issued ASU 2017-08, Receivables – Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities. The amendments in this ASU shorten the amortization period for certain callable debt securities held at a premium. Specifically, the amendments require the premium to be amortized to the earliest call date. The amendments do not require an accounting change for securities held at a discount as discounts continue to be amortized to maturity. This ASU is intended to more closely align the amortization period of premiums and discounts to expectations incorporated in market pricing on the underlying securities. In most cases, market participants price securities to the call date that produces the worst yield when the coupon is above current market rates and prices securities to maturity when the coupon is below market rates. As a result, the amendments more closely align interest income recorded on bonds held at a premium or a discount with the economics of the underlying instrument. This ASU is intended to reduce diversity in practice and is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018 with early adoption permitted. Upon adoption, the amendments should be applied using a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. Additionally, in the period of adoption, an entity should provide disclosures about a change in accounting principles. The adoption of this ASU in the first quarter of 2019 is not anticipated to have a material impact on the Company’s consolidated financial statements.

(4) Fair Value Measurements

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

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

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

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

The following table summarizes the assets of the Company for which fair values are determined on a recurring basis as of March 31, 2018 and December 31, 2017.

	Carrying value at March 31, 2018
(Dollars in thousands)	Total		Level 1		Level 2		Level 3
Securities available for sale	$	81,174		0		81,174		0
Mortgage loan commitments		63		0		63		0
Total	$	81,237		0		81,237		0

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	Carrying value at December 31, 2017
(Dollars in thousands)	Total		Level 1		Level 2		Level 3
Securities available for sale	$	77,472		0		77,472		0
Mortgage loan commitments		28		0		28		0
Total	$	77,500		0		77,500		0

There were no transfers between Levels 1, 2, or 3 during the three months ended March 31, 2018.

The Company may also be required, from time to time, to measure certain other financial assets at fair value on a nonrecurring basis in accordance with GAAP. These adjustments to fair value usually result from the application of the lower-of-cost-or-market accounting or write-downs of individual assets. For assets measured at fair value on a nonrecurring basis that were still held at March 31, 2018 and December 31, 2017, the following table provides the level of valuation assumptions used to determine each adjustment and the carrying value of the related individual assets or portfolios at March 31, 2018 and December 31, 2017.

	Carrying value at March 31, 2018
(Dollars in thousands)	Total		Level 1		Level 2		Level 3		Three months ended March 31, 2018 total gains (losses)
Loans held for sale	$	2,234		0		2,234		0		1
Mortgage servicing rights, net		1,724		0		1,724		0		0
Loans⁽¹⁾		3,119		0		3,119		0		(51	)
Real estate, net⁽²⁾		701		0		701		0		0
Total	$	7,778		0		7,778		0		(50	)

	Carrying value at December 31, 2017
(Dollars in thousands)	Total		Level 1		Level 2		Level 3		Year ended December 31, 2017 total gains (losses)
Loans held for sale	$	1,837		0		1,837		0		1
Mortgage servicing rights, net		1,724		0		1,724		0		0
Loans⁽¹⁾		3,201		0		3,201		0		(413	)
Real estate, net⁽²⁾		627		0		627		0		0
Total	$	7,389		0		7,389		0		(412	)

(1)	Represents carrying value and related write-downs of loans for which adjustments are based on the appraised value of the collateral. The carrying value of loans fully charged-off is zero.

(2)	Represents the fair value and related losses of foreclosed real estate and other collateral owned that were measured at fair value subsequent to their initial classification as foreclosed assets.

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(5) Fair Value of Financial Instruments

Generally accepted accounting principles require interim reporting period disclosure about the fair value of financial instruments, including assets, liabilities and off-balance sheet items for which it is practicable to estimate fair value. The fair value hierarchy level for each asset and liability, as defined in Note 4, have been included in the following table for March 31, 2018 and December 31, 2017. The fair value estimates are made based upon relevant market information, if available, and upon the characteristics of the financial instruments themselves. Because no market exists for a significant portion of the Company’s financial instruments, fair value estimates are based upon judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments and other factors. The estimated fair value of the Company’s financial instruments as of March 31, 2018 and December 31, 2017 are shown below.

March 31, 2018

December 31, 2017

Fair value hierarchy

(Dollars in thousands)

Carrying

amount

Estimated

fair value

Level 1

Level 2

Level 3

Contract

amount

Carrying

amount

Estimated

fair value

Level 1

Level 2

Level 3

Contract amount

Financial assets:

Cash and cash equivalents

26,576

37,564

Securities available for sale

81,174

77,472

Loans held for sale

2,234

1,837

Loans receivable, net

591,840

591,626

585,931

585,494

Federal Home Loan Bank stock

867

817

Accrued interest receivable

2,104

2,344

2.344

2,344

Financial liabilities:

Deposits

633,805

628,252

635,601

635,905

Accrued interest payable

197

146

Off-balance sheet financial
instruments:

Commitments to extend credit

229,740

173,645

Commitments to sell loans

(12

)

(12

)

10,682

(11

)

(11

)

5,629

Cash and Cash Equivalents

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

Securities Available for Sale

The fair values of securities were based upon quoted market prices for identical or similar instruments in active markets.

Loans Held for Sale

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

Loans Receivable, net

The fair value of the loan portfolio, with the exception of the adjustable rate portfolio, was calculated by discounting the scheduled cash flows through the estimated maturity using anticipated prepayment speeds and using discount rates that reflect the credit and interest rate risk inherent in each loan portfolio. The fair value of the adjustable loan portfolio was estimated by grouping the loans with similar characteristics and comparing the characteristics of each group to the prices quoted for similar types of loans in the secondary market. The fair value disclosures for both the fixed and adjustable rate portfolios were adjusted to reflect the exit price amount anticipated to be received from the sale of the portfolio in an open market transaction as required upon adoption of ASU 2016-01, Financial Instruments – Overall (Subtopic 825-10) Recognition and Measurement of Financial Assets and Financial Liabilities in the first quarter of 2018.

Federal Home Loan Bank Stock

The carrying amount of Federal Home Loan Bank (FHLB) stock approximates its fair value.

Accrued Interest Receivable

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

Deposits

The fair value of demand deposits, savings accounts and certain money market account deposits is the amount payable on demand at the reporting date. The fair value of fixed maturity certificates of deposit is estimated using the rates currently offered for deposits of similar remaining maturities. The fair value disclosures for all of the

deposits were adjusted to reflect the exit price amount anticipated to be received from the sale of the deposits in an open market transaction as required upon adoption of ASU 2016-01, Financial Instruments – Overall (Subtopic 825-10) Recognition and Measurement of Financial Assets and Financial Liabilities in the first quarter of 2018.

The fair value estimate for deposits does not include the benefit that results from the low cost funding provided by the Company'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.

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Accrued Interest Payable

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

Commitments to Extend Credit

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

Commitments to Sell Loans

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

(6) Other Comprehensive Income (Loss)

Other comprehensive income (loss) 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 (loss), which for the Company is comprised of unrealized gains and losses on securities available for sale. The components of other comprehensive income (loss) and the related tax effects were as follows:

For the period ended March 31,

(Dollars in thousands)

2018

2017

Securities available for sale:

Before

tax

Tax

effect

Net of

tax

Before

tax

Tax

effect

Net of

tax

Net unrealized (losses) gains arising during the period

(479

)

(133

)

(346

)

313

125

188

Other comprehensive income (loss)

(479

)

(133

)

(346

)

313

125

188

(7) Securities Available For Sale

The following table shows the gross unrealized losses and fair values for the securities available for sale portfolio, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at March 31, 2018 and December 31, 2017.

	Less Than Twelve Months							Twelve Months or More							Total
(Dollars in thousands)	# of Investments		Fair Value		Unrealized Losses			# of Investments		Fair Value		Unrealized Losses			Fair Value		Unrealized Losses

March 31, 2018
Mortgage backed securities:
Federal National Mortgage Association (FNMA)		3	$	4,433		(154	)		0	$	0		0		$	4,433		(154	)
Federal Home Loan MortgageCorporation (FHLMC)		1		4,749		(35	)		0		0		0			4,749		(35	)
Collateralized mortgage obligations:
FNMA		1		207		(9	)		0		0		0			207		(9	)
Other marketable securities:
U.S. Government agency obligations		2		9,716		(267	)		12		58,696		(1,285	)		68,412		(1,552	)
Municipal obligations		13		2,271		(15	)		0		0		0			2,271		(15	)
Corporate obligations		1		202		(2	)		0		0		0			202		(2	)
Corporate preferred stock		0		0		0			1		560		(140	)		560		(140	)
Total temporarily impaired securities		21	$	21,578		(482	)		13	$	59,256		(1,425	)	$	80,834		(1,907	)

	Less Than Twelve Months							Twelve Months or More							Total
(Dollars in thousands)	# of Investments		Fair Value		Unrealized Losses			# of Investments		Fair Value		Unrealized Losses			Fair Value		Unrealized Losses

December 31, 2017
Mortgage backed securities:
FNMA		2	$	4,703		(78	)		0	$	0		0		$	4,703		(78	)
Collateralized mortgage obligations:
FNMA		1		218		(5	)		0		0		0			218		(5	)
Other marketable securities:
U.S. Government agency obligations		2		9,819		(163	)		12		58,942		(1,038	)		68,761		(1,201	)
Municipal obligations		14		2,268		(8	)		0		0		0			2,268		(8	)
Corporate obligations		1		233		(1	)		0		0		0			233		(1	)
Corporate preferred stock		0		0		0			1		560		(140	)		560		(140	)
Total temporarily impaired securities		20	$	17,241		(255	)		13	$	59,502		(1,178	)	$	76,743		(1,433	)

Table of Contents

We review our investment portfolio on a quarterly basis for indications of impairment. This review includes analyzing the length of time and the extent to which the fair value has been lower than the cost, the market liquidity for the investment, the financial condition and near-term prospects of the issuer, including any specific events which may influence the operations of the issuer, and our intent and ability to hold the investment for a period of time sufficient to recover the temporary loss.

The unrealized losses on U.S. Government agency obligations are the result of changes in interest rates. The unrealized losses reported for the corporate preferred stock at March 31, 2018 relates to a single trust preferred security that was issued by the holding company of a small community bank. As of March 31, 2018 all payments were current on the trust preferred security and the issuer’s subsidiary bank was considered to be “well capitalized” based on its most recent regulatory filing. Based on a review of the issuer, it was determined that the trust preferred security was not other-than-temporarily impaired at March 31, 2018. The Company does not intend to sell the preferred stock and has the intent and ability to hold it for a period of time sufficient to recover the temporary loss. Management believes that the Company will receive all principal and interest payments contractually due on the security and that the decrease in the market value is primarily due to a lack of liquidity in the market for trust preferred securities. Management will continue to monitor the credit risk of the issuer and may be required to recognize other-than-temporary impairment charges on this security in future periods.

A summary of securities available for sale at March 31, 2018 and December 31, 2017 is as follows:

(Dollars in thousands)

Amortized

cost

Gross unrealized

gains

Gross unrealized

losses

Fair value

March 31, 2018

Mortgage-backed securities:

FHLMC

4,831

(35

)

4,796

FNMA

4,605

(154

)

4,451

Collateralized mortgage obligations:

FNMA

217

)

208

9,653

(198

)

9,455

Other marketable securities:

U.S. Government agency obligations

69,964

(1,552

)

68,412

Municipal obligations

2,386

(15

)

2,371

Corporate obligations

204

)

202

Corporate preferred stock

700

(140

)

560

Corporate equity

174

73,428

(1,709

)

71,719

83,081

(1,907

)

81,174

(Dollars in thousands)

Amortized

cost

Gross unrealized

gains

Gross unrealized

losses

Fair value

December 31, 2017

Mortgage-backed securities:

FHLMC

FNMA

4,834

(78

)

4,757

Collateralized mortgage obligations:

FNMA

223

)

218

5,148

(83

)

5,068

Other marketable securities:

U.S. Government agency obligations

69,962

(1,201

)

68,761

Municipal obligations

2,699

)

2,693

Corporate obligations

234

)

233

Corporate preferred stock

700

(140

)

560

Corporate equity

157

73,653

101

(1,350

)

72,404

78,801

104

(1,433

)

77,472

Table of Contents

The following table indicates amortized cost and estimated fair value of securities available for sale at March 31, 2018 based upon contractual maturity adjusted for scheduled repayments of principal and projected prepayments of principal based upon current economic conditions and interest rates.

(Dollars in thousands)	Amortized Cost		Fair Value
Due less than one year	$	1,944		1,909
Due after one year through five years		76,969		75,306
Due after five years through ten years		3,211		3,146
Due after ten years		783		639
No stated maturity		174		174

Total	$	83,081		81,174

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. The allocation of other marketable securities that have call features is based on the anticipated cash flows to the expected call date if it is anticipated that the security will be called, or to the maturity date if it is not anticipated to be called.

(8) Loans Receivable, Net

A summary of loans receivable at March 31, 2018 and December 31, 2017 is as follows:

(Dollars in thousands)	March 31, 2018			December 31, 2017
Single family	$	107,055			107,005
Commercial real estate:
Real estate rental and leasing		188,450			175,177
Other		155,381			158,940
		343,831			334,117
Consumer		72,770			73,767
Commercial business		76,882			79,909
Total loans		600,538			594,798
Less:
Unamortized discounts		19			19
Net deferred loan costs		(450	)		(463	)
Allowance for loan losses		9,129			9,311
Total loans receivable, net	$	591,840			585,931

Table of Contents

(9) Allowance for Loan Losses and Credit Quality Information

The allowance for loan losses is summarized as follows:

(Dollars in thousands)

Single

Family

Commercial

Real Estate

Consumer

Commercial Business

Total

Balance, December 31, 2017

900

5,073

1,630

1,708

9,311

Provision for losses

(68

)

118

(145

)

(30

)

(125

)

Charge-offs

(23

)

(69

)

(92

)

Recoveries

Balance, March 31, 2018

809

5,198

1,423

1,699

9,129

Balance, December 31, 2016

1,186

4,953

1,613

2,151

9,903

Provision for losses

(76

)

(90

)

(108

)

(270

)

Charge-offs

(201

)

(201

)

Recoveries

158

Balance, March 31, 2017

1,110

4,958

1,332

2,190

9,590

Allocated to:

Specific reserves

192

441

263

177

1,073

General reserves

708

4,632

1,367

1,531

8,238

Balance, December 31, 2017

900

5,073

1,630

1,708

9,311

Allocated to:

Specific reserves

445

239

165

948

General reserves

710

4,753

1,184

1,534

8,181

Balance, March 31, 2018

809

5,198

1,423

1,699

9,129

Loans receivable at December 31, 2017:

Individually reviewed for impairment

1,523

1,364

880

507

4,274

Collectively reviewed for impairment

105,482

332,753

72,887

79,402

590,524

Ending balance

107,005

334,117

73,767

79,909

594,798

Loans receivable at March 31, 2018:

Individually reviewed for impairment

1,172

1,524

859

480

4,035

Collectively reviewed for impairment

105,883

342,307

71,911

76,402

596,503

Ending balance

107,055

343,831

72,770

76,882

600,538

Table of Contents

The following table summarizes the amount of classified and unclassified loans at March 31, 2018 and December 31, 2017:

March 31, 2018

Classified

Unclassified

(Dollars in thousands)

Special

Mention

Substandard

Doubtful

Loss

Total

Loans

Single family

108

1,775

1,927

105,128

107,055

Commercial real estate:

Real estate rental and leasing

7,272

3,385

10,657

177,793

188,450

Other

8,839

5,870

14,709

140,672

155,381

Consumer

652

155

859

71,911

72,770

Commercial business

7,615

4,198

11,813

65,069

76,882

23,834

15,880

155

39,965

560,573

600,538

December 31, 2017

Classified

Unclassified

(Dollars in thousands)

Special

Mention

Substandard

Doubtful

Loss

Total

Loans

Single family

2,154

2,275

104,730

107,005

Commercial real estate:

Real estate rental and leasing

5,022

3,813

8,835

166,342

175,177

Other

9,135

4,257

13,392

145,548

158,940

Consumer

631

119

130

880

72,887

73,767

Commercial business

5,781

5,506

11,287

68,622

79,909

20,015

16,361

163

130

36,669

558,129

594,798

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

Table of Contents

The aging of past due loans at March 31, 2018 and December 31, 2017 are summarized as follows:

(Dollars in thousands)

30-59

Days Past

Due

60-89

Days Past

Due

90 Days

or More

Past Due

Total

Past Due

Current

Loans

Total Loans

Loans 90

Days or More

Past Due and

Still Accruing

March 31, 2018

Single family

685

524

1,209

105,846

107,055

Commercial real estate:

Real estate rental and leasing

188,450

Other

155,359

155,381

Consumer

359

349

796

71,974

72,770

Commercial business

242

115

357

76,525

76,882

1,286

1,010

2,384

598,154

600,538

December 31, 2017

Single family

727

294

669

1,690

105,315

107,005

Commercial real estate:

Real estate rental and leasing

175,177

Other

158,940

Consumer

734

117

235

1,086

72,681

73,767

Commercial business

180

214

79,695

79,909

1,495

411

1,084

2,990

591,808

594,798

Impaired loans include loans that are non-performing (non-accruing) and loans that have been modified in a troubled debt restructuring (TDR). The following table summarizes impaired loans and related allowances as of March 31, 2018 and December 31, 2017:

March 31, 2018

December 31, 2017

(Dollars in thousands)

Recorded Investment

Unpaid

Principal

Balance

Allowance

Recorded Investment

Unpaid

Principal

Balance

Allowance

Loans with no related allowance recorded:

Single family

433

415

Commercial real estate:

Real estate rental and leasing

Other

165

1,821

1,682

Consumer

404

414

Commercial business

Loans with an allowance recorded:

Single family

739

1,108

192

Commercial real estate:

Real estate rental and leasing

Other

1,324

445

1,304

441

Consumer

455

472

239

466

483

263

Commercial business

480

1,332

165

507

1,358

177

Total:

Single family

1,172

1,523

192

Commercial real estate:

Real estate rental and leasing

Other

1,489

3,145

445

1,329

2,986

441

Consumer

859

876

239

880

897

263

Commercial business

480

1,332

165

507

1,358

177

4,035

6,571

948

4,274

6,815

1,073

Table of Contents

The following table summarizes the average recorded investment and interest income recognized on impaired loans during the three months ended March 31, 2018 and 2017:

	March 31, 2018				March 31, 2017
(Dollars in thousands)	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
Loans with no related allowance recorded:
Single family	$	424		6		375		3
Commercial real estate:
Real estate rental and leasing		35		0		40		0
Other		95		24		26		24
Consumer		409		2		308		3
Commercial business		0		0		250		0

Loans with an allowance recorded:
Single family		924		0		877		3
Commercial real estate:
Real estate rental and leasing		0		0		130		0
Other		1,314		0		1,798		8
Consumer		461		3		536		1
Commercial business		494		2		360		3

Total:
Single family		1,348		6		1,252		6
Commercial real estate:
Real estate rental and leasing		35		0		170		0
Other		1,409		24		1,824		32
Consumer		870		5		844		4
Commercial business		494		2		610		3
	$	4,156		37		4,700		45

At March 31, 2018 and December 31, 2017, non-accruing loans totaled $3.3 million and $3.1 million, respectively, for which the related allowance for loan losses was $0.8 million and $0.9 million, respectively. All of the interest income recognized for non-accruing loans was recognized using the cash basis method of income recognition. Non-accruing loans for which no specific allowance has been recorded, because management determined that the value of the collateral was sufficient to repay the loan, totaled $0.7 million and $0.4 million, at March 31, 2018 and December 31, 2017, respectively. Non-accrual loans also include certain loans that have had terms modified in a TDR.

The non-accrual loans at March 31, 2018 and December 31, 2017 are summarized as follows:

(Dollars in thousands)	March 31, 2018		December 31, 2017

Single family	$	839	$	949
Commercial real estate:
Real estate rental and leasing		35		35
Other		1,489		1,329
Consumer		632		553
Commercial business		269		278
	$	3,264	$	3,144

At March 31, 2018 and December 31, 2017, there were loans included in loans receivable, net, with terms that had been modified in a TDR totaling $2.6 million and $3.0 million, respectively. For the loans that were restructured in the first quarter of 2018, $0.1 million were classified but performing and $1.3 million were non-performing at March 31, 2018. Of the loans that were restructured in the first quarter of 2017, $45,000 were classified but performing, and $0.5 million were non-performing at March 31, 2017.

Table of Contents

The following table summarizes TDRs at March 31, 2018 and December 31, 2017:

March 31, 2018

December, 31, 2017

(Dollars in thousands)

Accruing

Non-Accrual

Total

Accruing

Non-Accrual

Total

Single family

333

153

486

573

112

685

Commercial real estate

1,193

1,210

Consumer

227

304

531

327

431

758

Commercial business

211

154

365

229

162

391

771

1,804

2,575

1,129

1,915

3,044

As of March 31, 2018, the Bank had commitments to lend an additional $0.6 million to a borrower who has TDR and non-accrual loans. These additional funds are for the construction of single family homes with a maximum loan-to-value ratio of 75%. These loans are secured by the home under construction. At December 31, 2017, there were commitments to lend additional funds of $0.8 million to this same borrower.

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

When a loan is modified in a TDR, there may be a direct, material impact on the loans within the consolidated balance sheets, as principal balances may be partially forgiven. The financial effects of TDRs are presented in the following table and represent the difference between the outstanding recorded balance pre-modification and post-modification, for the three months ended March 31, 2018 and March 31, 2017.

	Three Months Ended March 31, 2018						Three Months Ended March 31, 2017
(Dollars in thousands)	Number of Contracts		Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment		Number of Contracts		Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment
Troubled debt restructurings:
Single family		1	$	55		58		3	$	282		514
Commercial real estate:
Real estate rental and leasing		1		54		54		0		0		0
Other		1		1,274		1,274		0		0		0
Consumer		4		117		118		2		45		45
Commercial business		1		70		70		0		0		0
Total		8	$	1,570		1,574		5	$	327		559

There were no loans that were restructured within the twelve months preceding March 31, 2018 and March 31, 2017 that defaulted during the three months ended March 31, 2018 and March 31, 2017.

The Company considers a loan to have defaulted when it becomes 90 or more days past due under the modified terms, when it is placed in non-accrual status, when it becomes other real estate owned, or when it becomes non-compliant with some other material requirement of the modification agreement. Loans that were non-accrual prior to modification remain on non-accrual status for at least six months following modification. Non-accrual TDR loans that have performed according to the modified terms for six months may be returned to accrual status. Loans that were accruing prior to modification remain on accrual status after the modification as long as the loan continues to perform under the new terms.

TDRs are reviewed for impairment following the same methodology as other impaired loans. For loans that are collateral-dependent, the value of the collateral is reviewed and additional reserves may be added as needed. Loans that are not collateral-dependent may have additional reserves established if deemed necessary. The reserves for TDRs were $0.8 million, or 8.7%, of the total $9.1 million in loan loss reserves at March 31, 2018 and $0.9 million, or 9.8%, of the total $9.3 million in loan loss reserves at December 31, 2017.

Table of Contents

The following is additional information with respect to loans acquired through acquisitions:

(Dollars in thousands)

Contractual Principal

Receivable

Accretable

Difference

Net Carrying

Amount

Purchased performing loans:

Balance at December 31, 2017

10,128

(231

)

9,897

Change due to payments/refinances

(681

)

(668

)

Balance at March 31, 2018

9,447

(218

)

9,229

(Dollars in thousands)

Contractual Principal

Receivable

Non-Accretable

Difference

Net Carrying

Amount

Purchased credit impaired loans:

Balance at December 31, 2017

402

(39

)

363

Change due to payments/refinances

)

Balance at March 31, 2018

400

(37

)

363

The Company has loans for which there was at acquisition evidence of deterioration of credit quality since origination and for which it was probable at acquisition that all contractually required payments would not be collected. The carrying amount of those loans as of March 31, 2018 was $0.4 million.

No provision for loan losses was recognized during the period ended March 31, 2018 related to acquired loans as there was no significant change to the credit quality of those loans.

(10) Intangible Assets

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

(Dollars in thousands)

Three Months ended

March 31, 2018

Twelve Months ended

December 31, 2017

Three Months ended

March 31, 2017

Balance, beginning of period

1,724

1,604

Originations

126

675

144

Amortization

(126

)

(555

)

(124

)

Balance, end of period

1,724

1,624

Fair value of mortgage servicing rights

3,458

3,196

3,043

All of the loans sold where the Company continues to service the loans are serviced for FNMA under the individual loan sale program. The following is a summary of the risk characteristics of the loans being serviced for FNMA at March 31, 2018.

Weighted

Loan

Average

Principal

Interest

Remaining

Number

(Dollars in thousands)

Balance

Rate

Term (months)

of Loans

Original term 30 year fixed rate

272,082

4.07

305

2,143

Original term 15 year fixed rate

101,530

3.11

134

1,057

Adjustable rate

3.25

278

Table of Contents

The gross carrying amount of intangible assets and the associated accumulated amortization at March 31, 2018 and 2017 is presented in the following table. Amortization expense for intangible assets was $151,000 and $149,000 for the three months ended March 31, 2018 and 2017, respectively.

March 31, 2018

Gross

Unamortized

Carrying

Accumulated

Intangible

(Dollars in thousands)

Amount

Amortization

Assets

Mortgage servicing rights

4,282

(2,558

)

1,724

Core deposit intangible

574

(244

)

330

Goodwill

802

Total

5,658

(2,802

)

2,856

March 31, 2017

Gross

Unamortized

Carrying

Accumulated

Intangible

(Dollars in thousands)

Amount

Amortization

Assets

Mortgage servicing rights

4,046

(2,422

)

1,624

Core deposit intangible

574

(145

)

429

Goodwill

802

Total

5,422

(2,567

)

2,855

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

(Dollars in thousands)

Mortgage

Servicing

Rights

Core

Deposit

Intangible

Total

Intangible

Assets

Year ending December 31,

2018

338

413

2019

395

494

2020

321

420

2021

273

320

2022

209

219

Thereafter

188

Total

1,724

330

2,054

Projections of amortization are based on existing asset balances and the existing interest rate environment as of March 31, 2018. The Company’s actual experience may be significantly different depending upon changes in mortgage interest rates and other market conditions.

(11) Earnings per Common Share

The following table reconciles the weighted average shares outstanding and the earnings available to common shareholders used for basic and diluted earnings per common share:

	Three months ended March 31,
(Dollars in thousands, except per share data)	2018		2017
Weighted average number of common shares outstanding used in basic earnings per common share calculation		4,236,861		4,203,587
Net dilutive effect of:
Restricted stock awards, options and warrants		665,389		653,929
Weighted average number of shares outstanding adjusted for effect of dilutive securities		4,902,250		4,857,516
Income available to common shareholders	$	1,445		1,216
Basic earnings per common share	$	0.34		0.29
Diluted earnings per common share	$	0.29		0.25

Table of Contents

(12) Regulatory Capital and Oversight

The Company and the Bank are subject to the regulatory requirements of the Basel III capital reforms. The Basel III requirements, among other things, (i) apply a strengthened set of capital requirements to the Bank (the Company is exempt, pursuant to the Small Bank Holding Company Policy Statement (Policy Statement) described below), including requirements relating to common equity as a component of core capital, (ii) implement a “capital conservation buffer” against risk and a higher minimum Tier 1 capital requirement, and (iii) revise the rules for calculating risk-weighted assets for purposes of such requirements. The rules made corresponding revisions to the prompt corrective action framework and include capital ratios and buffer requirements which are being phased in incrementally, with full implementation scheduled for January 1, 2019. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company's financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of their assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.

The Board of Governors of the Federal Reserve System (FRB) amended its Policy Statement, to exempt small bank holding companies from the above capital requirements, by raising the asset size threshold for determining applicability from $500 million to $1 billion. The Policy Statement was also expanded to include savings and loan holding companies that meet the Policy Statement’s qualitative requirements for exemption. The Company met the qualitative exemption requirements, and therefore, is exempt from the above capital requirements.

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

The Bank’s average total assets for the first quarter of 2018 were $711.9 million, its adjusted total assets were $710.2 million, and its risk-weighted assets were $614.9 million. The following table presents the Bank’s capital amounts and ratios at March 31, 2018 for actual capital, required capital and excess capital, including ratios in order to qualify as being well capitalized under the revised Prompt Corrective Actions regulations.

Actual

Required to be Adequately

Capitalized

Excess Capital

To Be Well Capitalized

Under Prompt Corrective

Action Provisions

(Dollars in thousands)

Amount

Percent of Assets⁽¹⁾

Amount

Percent of Assets⁽¹⁾

Amount

Percent of Assets⁽¹⁾

Amount

Percent of Assets⁽¹⁾

March 31, 2018

Common equity tier 1 capital

77,931

12.67

27,669

4.50

50,262

8.17

39,966

6.50

Tier 1 leverage

77,931

10.97

28,408

4.00

49,523

6.97

35,510

5.00

Tier 1 risk-based capital

77,931

12.67

38,892

6.00

41,039

6.67

49,189

8.00

Total risk-based capital

85,634

13.93

49,189

8.00

36,445

5.93

61,486

10.00

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

The Bank must maintain a capital conservation buffer composed of common equity Tier 1 capital above its minimum risk-based capital requirements in order to avoid limitations on capital distributions, including dividend payments and certain discretionary bonus payments to executive officers. For 2018, the capital conservation buffer is 1.875% and in 2019 the buffer amount will increase to 2.50% and be fully phased in. Management believes that, as of March 31, 2018, the Bank’s capital ratios were in excess of those quantitative capital ratio standards set forth under the current prompt corrective action regulations, including the capital conservation buffer described above. However, there can be no assurance that the Bank will continue to maintain such status in the future. The Office of the Comptroller of the Currency has extensive discretion in its supervisory and enforcement activities, and can adjust the requirement to be “well-capitalized” in the future.

(13) Stockholders’ Equity

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

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On February 17, 2015, the Company redeemed the final 10,000 shares of outstanding Preferred Stock. On May 21, 2015, the Treasury sold the Warrant at an exercise price of $4.68 per share to three unaffiliated third party investors for an aggregate purchase price of $5.7 million. Two of the investors received a warrant to purchase 277,777.67 shares and one investor received a warrant to purchase 277,777.66 shares. All of the warrants were still outstanding as of March 31, 2018 and may be exercised at any time prior to their expiration date of December 23, 2018. The Company received no proceeds from this transaction and it had no effect on the Company’s capital, financial condition or results of operations.

(14) Other Borrowings

On December 15, 2014, the Company entered into a Loan Agreement with an unrelated third party, providing for a term loan of up to $10.0 million that was evidenced by a promissory note (the Note) with an interest rate of 6.50% per annum. The principal balance of the loan is payable in consecutive equal annual installments of $1.0 million on each anniversary of the date of the Loan Agreement, commencing on December 15, 2015, with the balance due on December 15, 2021. The Company had the option to voluntarily prepay the Note in whole or in part without penalty. The Company made the scheduled $1.0 million principal payment on December 15, 2015, a $2.0 million payment on December 15, 2016, and on August 31, 2017 paid off the remaining principal balance of $7.0 million. There was no outstanding loan balance at March 31, 2018 and the loan balance was $7.0 million at March 31, 2017.

(15) Commitments and Contingencies

The Bank issues standby letters of credit which guarantee the performance of customers to third parties. The standby letters of credit issued and available at March 31, 2018 were approximately $1.9 million, expire over the next 31 months, and are collateralized primarily with commercial real estate mortgages. Since the conditions under which the Bank is required to fund the standby letters of credit may not materialize, the cash requirements are expected to be less than the total outstanding commitments.

(16) Business Segments

The Bank has been identified as a reportable operating segment in accordance with the provisions of ASC 280. HMN, the holding company, did not meet the quantitative thresholds for a reportable segment and therefore is included in the “Other” category.

The Company evaluates performance and allocates resources based on the segment’s net income, return on average assets and return on average equity. Each corporation is managed separately with its own officers and board of directors.

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

(Dollars in thousands)

Home Federal

Savings Bank

Other

Eliminations

Consolidated

Total

At or for the quarter ended March 31, 2018:

Interest income - external customers

7,158

Non-interest income - external customers

1,776

Intersegment non-interest income

1,594

(1,647

)

Interest expense

470

Non-interest expense

6,425

182

(53

)

6,554

Income tax expense (benefit)

623

(33

)

590

Net income

1,594

1,445

(1,594

)

1,445

Total assets

722,158

83,309

(83,128

)

722,339

At or for the quarter ended March 31, 2017:

Interest income - external customers

6,660

Non-interest income - external customers

1,881

Intersegment non-interest income

1,418

(1,471

)

Interest expense

294

113

407

Non-interest expense

6,213

187

(53

)

6,347

Income tax expense (benefit)

939

(98

)

841

Net income

1,418

1,216

(1,418

)

1,216

Total assets

680,190

83,580

(82,789

)

680,981

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Item 2:

HMN FINANCIAL, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-looking Information

Safe Harbor Statement

This quarterly report and other reports filed by the Company with the Securities and Exchange Commission may contain forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are often identified by such forward-looking terminology as “expect,” “intend,” “look,” “believe,” “anticipate,” “estimate,” “project,” “seek,” “may,” “will,” “would,” “could,” “should,” “trend,” “target,” and “goal” or similar statements or variations of such terms and include, but are not limited to, those relating to growing our core deposit relationships and loan balances, enhancing the financial performance of our core banking operations, maintaining credit quality, reducing non-performing assets, and generating improved financial results (including profitability); the extent of the positive impact of the lower federal tax rates on future earnings; the adequacy and amount of available liquidity and capital resources to the Bank; the Company’s liquidity and capital requirements; our expectations for core capital and our strategies and potential strategies for maintenance thereof; improvements in loan production; changes in the size of the Bank’s loan portfolio; the amount of the Bank’s non-performing assets and the appropriateness of the allowance therefor; anticipated future levels of the provision for loan losses; future losses on non-performing assets; the amount and composition of interest-earning assets; the amount of yield enhancements relating to non-accruing and purchased loans; the amount and composition of non-interest and interest-bearing liabilities; the availability of alternate funding sources; the payment of dividends by HMN; the future outlook for the Company; the amount of deposits that will be withdrawn from checking and money market accounts and how the withdrawn deposits will be replaced; the projected changes in net interest income based on rate shocks; the range that interest rates may fluctuate over the next twelve months; the net market risk of interest rate shocks; the future outlook for the issuer of the trust preferred securities held by the Bank; the ability of the Bank to pay dividends to HMN; the ability to remain well capitalized; the impact of new accounting pronouncements; and compliance by the Bank with regulatory standards generally (including the Bank’s status as “well-capitalized”) and other supervisory directives or requirements to which the Company or the Bank are or may become expressly subject, specifically, and possible responses of the Office of the Comptroller of the Currency (OCC), Board of Governors of the Federal Reserve System (FRB), the Bank, and the Company to any failure to comply with any such regulatory standard, directive or requirement.

A number of factors could cause actual results to differ materially from the Company’s assumptions and expectations. These include but are not limited to the adequacy and marketability of real estate and other collateral securing loans to borrowers; federal and state regulation and enforcement; possible legislative and regulatory changes, including additional changes to regulatory capital rules; the ability of the Bank to comply with other applicable regulatory capital requirements; enforcement activity of the OCC and FRB in the event of our non-compliance with any applicable regulatory standard or requirement; adverse economic, business and competitive developments such as shrinking interest margins, reduced collateral values, deposit outflows, changes in credit or other risks posed by the Company’s loan and investment portfolios; changes in costs associated with alternate funding sources, including changes in collateral advance rates and policies of the Federal Home Loan Bank (FHLB); technological, computer-related or operational difficulties; results of litigation; reduced demand for financial services and loan products; changes in accounting policies and guidelines, or monetary and fiscal policies of the federal government or tax laws; international economic developments; the Company’s access to and adverse changes in securities markets; the market for credit related assets; the future operating results, financial condition, cash flow requirements and capital spending priorities of the Company and the Bank; the availability of internal and, as required, external sources of funding; our ability to attract and retain employees; or other significant uncertainties. Additional factors that may cause actual results to differ from the Company’s assumptions and expectations include those set forth in the Company’s most recent filings on Form 10-K and 10-Q with the Securities and Exchange Commission. All forward-looking statements are qualified by, and should be considered in conjunction with, such cautionary statements. For additional discussion of the risks and uncertainties applicable to the Company, see the “Risk Factors” sections of the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 and Part II, Item 1A of its subsequently filed quarterly reports on Form 10-Q.

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All statements in this Form 10-Q, including forward-looking statements, speak only as of the date they are made, and we undertake no duty to update any of the forward-looking statements after the date of this quarterly report on Form 10-Q.

General

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

Critical Accounting Estimates

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

Allowance for Loan Losses and Related Provision

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

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

Income Taxes

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

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

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

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RESULTS OF OPERATIONS FOR THE QUARTER ENDED MARCH 31, 2018 COMPARED TO THE QUARTER ENDED MARCH 31, 2017

Net Income

Net income was $1.4 million for the first quarter of 2018, an increase of $0.2 million compared to net income of $1.2 million for the first quarter of 2017. Diluted earnings per share for the first quarter of 2018 was $0.29, an increase of $0.04 from diluted earnings per share of $0.25 for the first quarter of 2017. The increase in net income between the periods was due primarily to the $0.4 million increase in net interest income and a $0.2 million decrease in income tax expense as a result of the reduced federal corporate income tax rate for 2018. These increases in net income were partially offset by a $0.2 million increase in the provision for loan losses between the periods due to loan growth, a $0.3 million increase in other non-interest expenses due primarily to an increase in the losses incurred on deposit accounts and an increase in charitable contributions, and a $0.1 million decrease on the gain on sale of loans due to a decrease in single family loan sales between the periods.

Net Interest Income

Net interest income was $6.7 million for the first quarter of 2018, an increase of $0.4 million, or 7.0%, compared to $6.3 million for the first quarter of 2017. Interest income was $7.2 million for the first quarter of 2018, an increase of $0.5 million, or 7.5%, from $6.7 million for the first quarter of 2017. Interest income increased between the periods primarily because of an increase in the average interest-earning assets and a change in the composition of the average interest-earning assets held, which resulted in an increase in the average yields earned between the periods. While the average interest-earning assets increased $37.6 million between the periods, the average interest-earning assets held in higher yielding loans increased $32.4 million and the amount of average interest-earning assets held in lower yielding cash and investments increased $5.2 million between the periods. The increase in the average outstanding loans between the periods was primarily the result of an increase in the commercial loan portfolio, which occurred because of a reduction in loan payoffs between the periods. The average yield earned on interest-earning assets was 4.23% for the first quarter of 2018, an increase of 7 basis points from 4.16% for the first quarter of 2017.

Interest expense was $0.5 million for the first quarter of 2018, an increase of $0.1 million, or 15.5%, compared to $0.4 million in the first quarter of 2017. The average interest rate paid on non-interest and interest-bearing liabilities was 0.31% for the first quarter of 2018, an increase of 3 basis points from 0.28% for the first quarter of 2017. The average interest rate paid increased between the periods due to an increase in the rates paid on certain money market accounts and certificates of deposit that was partially offset by a change in the composition of the average non-interest and interest-bearing liabilities held between the periods. While the average non-interest and interest-bearing liabilities increased $29.3 million between the periods, the average amount held in lower rate checking, savings, and money market accounts decreased $10.4 million, while the average amount held in higher rate premium money market accounts increased $36.6 million and the average amount held in higher rate borrowings and certificates of deposit increased $3.1 million between the periods.

Net interest margin (net interest income divided by average interest-earning assets) for the first quarter of 2018 was 3.95%, an increase of 4 basis points, compared to 3.91% for the first quarter of 2017.

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A summary of the Company’s net interest margin for the three-month periods ended March 31, 2018 and 2017 is as follows:

	For the three-month period ended
	March 31, 2018							March 31, 2017
(Dollars in thousands)	Average Outstanding Balance		Interest Earned/ Paid		Yield/ Rate			Average Outstanding Balance		Interest Earned/ Paid		Yield/ Rate
Interest-earning assets:
Securities available for sale	$	78,274		314		1.63	%	$	76,197		275		1.46	%
Loans held for sale		1,063		11		4.38			1,656		18		4.41
Mortgage loans, net		113,612		1,122		4.00			110,064		1,111		4.09
Commercial loans, net		400,488		4,768		4.83			371,153		4,385		4.79
Consumer loans, net		72,390		877		4.91			72,255		846		4.75
Cash equivalents		20,116		61		1.24			17,036		23		0.55
Federal Home Loan Bank stock		842		5		2.60			786		2		1.03
Total interest-earning assets		686,785		7,158		4.23			649,147		6,660		4.16

Interest-bearing liabilities and non-interest bearing deposits:
Checking		89,644		10		0.05			92,063		20		0.09
Savings		77,174		15		0.08			75,273		15		0.08
Money market		190,413		186		0.38			162,540		105		0.26
Certificates		111,702		257		0.93			101,950		152		0.60
Advances and other borrowings		569		2		1.71			7,399		115		6.30
Total interest-bearing liabilities		469,502							439,225
Non-interest checking		153,266							154,407
Other non-interest bearing escrow deposits		1,541							1,339
Total interest-bearing liabilities and non-interest bearing deposits	$	624,309		470		0.31		$	594,971		407		0.28
Net interest income			$	6,688						$	6,253
Net interest rate spread						3.92	%						3.88	%
Net interest margin						3.95	%						3.91	%

Provision for Loan Losses

The provision for loan losses was ($0.1 million) for the first quarter of 2018, an increase of $0.2 million compared to the provision for loan losses of ($0.3 million) for the first quarter of 2017. The provision increased in the first quarter of 2018 primarily because there were fewer credit rating upgrades on commercial loans in the first quarter of 2018 when compared to the first quarter of 2017.

A reconciliation of the Company’s allowance for loan losses for the first quarters of 2018 and 2017 is as follows:

(Dollars in thousands)	2018			2017
Balance at January 1,	$	9,311			9,903
Provision		(125	)		(270	)
Charge offs:
Consumer		(69	)		(201	)
Single family		(23	)		0
Recoveries		35			158
Balance at March 31,	$	9,129			9,590

General allowance	$	8,181			8,792
Specific allowance		948			798
	$	9,129			9,590

Non-Interest Income

Non-interest income was $1.8 million for the first quarter of 2018, a decrease of $0.1 million, or 5.6%, from $1.9 million for the first quarter of 2017. Gain on sales of loans decreased $0.1 million between the periods primarily because of a decrease in the gains recognized on the sale of single family loans due to a decrease in loan origination and sales. Fees and service charges decreased $0.1 million between the periods due primarily to a decrease in overdraft fees. These decreases in non-interest income were partially offset by a slight increase in other income related to the sale of uninsured investment products between the periods.

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Non-Interest Expense

Non-interest expense was $6.6 million for the first quarter of 2018, an increase of $0.3 million, or 3.3%, from $6.3 million for the first quarter of 2017. Other non-interest expenses increased $0.3 million due primarily to an increase in the losses incurred on deposit accounts and an increase in charitable contributions. Occupancy and equipment expense increased $0.1 million between the periods due to an increase in non-capitalized equipment purchases. These increases in non-interest expense were partially offset by a $0.1 million decrease in compensation and benefits expense due primarily to a decrease in the number of employees between the periods.

Income Taxes

Income tax expense was $0.6 million for the first quarter of 2018, a decrease of $0.2 million from $0.8 million for the first quarter of 2017. The decrease in income tax expense between the periods is primarily the result of a decrease in the federal corporate income tax rate due to the tax law changes that were enacted in the fourth quarter of 2017.

FINANCIAL CONDITION

Non-Performing Assets

The following table summarizes the amounts and categories of non-performing assets in the Bank’s portfolio and loan delinquency information as of the end of the two most recently completed quarters.

	March 31,			December 31,
(Dollars in thousands)	2018			2017
Non-performing loans:
Single family real estate	$	839		$	949
Commercial real estate		1,524			1,364
Consumer		632			553
Commercial business		269			278
Total		3,264			3,144

Foreclosed and repossessed assets:
Single family real estate		74			0
Commercial real estate		627			627
Total non-performing assets	$	3,965		$	3,771
Total as a percentage of total assets		0.55	%		0.52	%
Total non-performing loans	$	3,264		$	3,144
Total as a percentage of total loans receivable, net		0.55	%		0.54	%
Allowance for loan losses to non-performing loans		279.69	%		296.11	%


Delinquency data:
Delinquencies ⁽¹⁾
30+ days	$	1,280		$	1,789
90+ days		0			0
Delinquencies as a percentage of loan and lease portfolio ⁽¹⁾
30+ days		0.21	%		0.30	%
90+ days		0.00	%		0.00	%

⁽¹⁾ Excludes non-accrual loans.

Total non-performing assets were $4.0 million at March 31, 2018, an increase of $0.2 million, or 5.99%, from $3.8 million at December 31, 2017. Non-performing loans increased $120,000 and foreclosed and repossessed assets increased $74,000 during the first quarter of 2018.

Dividends

The declaration of dividends is subject to, among other things, the Company's financial condition and results of operations, the Bank's compliance with regulatory capital requirements and other regulatory restrictions, tax considerations, industry standards, economic conditions, general business practices and other factors. The Company has not made any dividend payments to common stockholders during the three year period ending March 31, 2018.

LIQUIDITY AND CAPITAL RESOURCES

For the quarter ended March 31, 2018, the net cash provided by operating activities was $4.3 million. The Company collected $0.7 million in principal repayments and maturities on securities during the quarter. It received $0.7 million related to increases in customer escrows, $0.3 million on the redemption of FHLB stock, and $6.8 million in proceeds from borrowings. The Company had a net decrease in deposit balances of $1.8 million during the quarter. It also purchased $4.9 million in securities, purchased $0.3 million in FHLB stock, paid out $0.4 million for premises and equipment, repaid borrowings of $6.8 million, and loans receivable increased $9.6 million.

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The Company has certificates of deposit with outstanding balances of $71.4 million that come due over the next 12 months. Based upon past experience, management anticipates that the majority of the deposits will renew for another term. The Company believes that cash outflows from deposits that do not renew will be replaced with a combination of other customer’s deposits or FHLB advances. FRB borrowings or proceeds from the sale of securities could also be used to fund unanticipated outflows of certificates of deposit.

The Company had five deposit customers with aggregate deposits greater than $5.0 million as of March 31, 2018. The $61.4 million in funds held by these customers may be withdrawn at any time, but management anticipates that the majority of these deposits will not be withdrawn from the Bank over the next twelve months. If these deposits are withdrawn, it is anticipated that they would be replaced with deposits from other customers or FHLB advances. FRB borrowings or proceeds from the sale of securities could also be used to replace unanticipated outflows of large checking and money market deposits.

The Company had the ability to borrow $164.3 million from the FHLB at March 31, 2018 based on the collateral value of the loans pledged. The credit policy of the FHLB relating to the collateral value of the loans collateralizing the available line of credit with the FHLB may change such that the current collateral pledged to secure future advances is no longer acceptable or the formulas for determining the excess pledged collateral may change. The FHLB could also reduce the amount of funds it will lend to the Bank. It is not anticipated that the Bank will need to find alternative funding sources in the next twelve months to replace the available borrowings from the FHLB. However, if needed, excess collateral currently pledged to the FHLB could be pledged to the FRB and the Bank could borrow additional funds, in excess of the $73.2 million that was available from the FRB at March 31, 2018, based on the increased collateral levels.

The Company’s primary source of cash is dividends from the Bank. At March 31, 2018, the Company had $4.8 million in cash and other assets that could readily be turned into cash. The primary use of cash by the Company is the payment of operating expenses.

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

If the Company were to raise capital through the issuance of additional shares of common stock or other equity securities, it would dilute the ownership interests of existing stockholders, and, if issued at a price less than the Company’s book value, would dilute the per share book value of the Company’s common stock, and could result in a change in control of the Company and the Bank. New investors may also have rights, preferences and privileges senior to the Company’s current stockholders, which may adversely impact the Company’s current stockholders. The Company’s ability to raise additional capital through the issuance of equity securities, if deemed prudent, will depend on, among other factors, conditions in the capital markets at that time, which are outside of its control, and on the Company’s financial performance and plans.

Market Risk

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

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

The following table discloses the projected changes in the market value of the Company’s interest-earning assets and interest-bearing liabilities based upon incremental 100 basis-point changes in interest rates from interest rates in effect on March 31, 2018.

	Market Value
(Dollars in thousands) Basis point change in interest rates	-100			0			+100			+200
Total market risk sensitive assets	$	724,324			712,182			699,846			686,902
Total market risk sensitive liabilities		611,216			570,984			536,439			505,865
Off-balance sheet financial instruments		(210	)		0			1			44
Net market risk	$	113,318			141,198			163,406			180,993
Percentage change from current market value		(19.75	%)		0.00	%		15.73	%		28.18	%

The preceding table was prepared utilizing a model using the following assumptions (the Model Assumptions) regarding prepayment and decay ratios that 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 1% to 40%, depending on the note rate and the period to maturity. Adjustable rate mortgages (ARMs) were assumed to prepay at annual rates of between 4% and 45%, depending on the note rate and the period to maturity. Mortgage-backed securities were projected to have prepayments based upon the underlying collateral securing the instrument. Certificate accounts were assumed not to be withdrawn until maturity. Passbook accounts and money market accounts were assumed to decay at an annual rate of 18%, and 2%, respectively. Retail checking accounts were assumed to decay at an annual rate of 14%. Commercial checking accounts and money market accounts were assumed to decay at annual rates of 33% and 31%, respectively. Callable investments were projected to be called at the first call date where the projected interest rate on similar remaining term instruments exceeded the interest rate on the callable advance or investment.

Certain shortcomings are inherent in the method of analysis presented in the above 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 that are approaching their lifetime interest rate caps could be different from the values disclosed in the table. Certain liabilities, such as certificates of deposit, have fixed rates that restrict interest rate changes until maturity. In the event of a change in interest rates, prepayment and early withdrawal levels may deviate significantly from those assumed in calculating the foregoing table. The ability of many borrowers to service their debt may also decrease in the event of a substantial sustained increase in interest rates.

Asset/Liability Management

The Company’s management reviews the impact that changing interest rates will have on its net interest income projected for the next twelve months to determine if its current level of interest rate risk is acceptable. The following table projects the estimated impact on net interest income during the twelve month period ending March 31, 2019 of immediate interest rate changes called rate shocks:

(Dollars in thousands)
Rate Shock in Basis Points	Projected Change in Net Interest Income			Percentage Change
+200		3,219			11.52
+100		1,604			5.74
0		0			0.00
-100		(1,730	)		(6.19	)

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The preceding table was prepared utilizing the Model Assumptions. 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.

The increase in interest income in a rising rate environment is primarily because there are more adjustable rate loans that would re-price to higher interest rates than there are deposits that would re-price in the next twelve months.

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

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

To the extent consistent with its interest rate spread objectives, the Bank attempts to manage its interest rate risk and has taken a number of steps to restructure its balance sheet in order to better match the maturities of its assets and liabilities. In the past, more long-term fixed rate loans were placed into the single family loan portfolio. In recent years, the Bank has continued to focus its 30 year fixed rate single family residential lending program on loans that are saleable to third parties and generally places only adjustable rate or shorter-term fixed rate loans that meet certain risk characteristics into its loan portfolio. A significant portion of the Bank’s commercial loan production continues to be in adjustable rate loans that reprice every one, two or three years.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements other than commitments to originate and sell loans in the ordinary course of business.

Item 3: Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

Item 4: Controls and Procedures

Evaluation of disclosure controls and procedures. As of the end of the period covered by this report, the Company conducted an evaluation, under the supervision and with the participation of the Company’s management, including the principal executive officer and principal financial officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the Exchange Act)). Based on this evaluation, the principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.

Changes in internal controls. There was no change in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the Company’s most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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HMN FINANCIAL, INC.

PART II - OTHER INFORMATION

ITEM 1.

Legal Proceedings.

From time to time, the Company is party to legal proceedings arising out of its lending and deposit operations. The Company is, and expects to become, engaged in a number of foreclosure proceedings and other collection actions as part of its collection activities. Based on our current understanding of these pending legal proceedings, management does not believe that judgments or settlements, if any and if determined adversely to the Company, arising from pending legal matters individually or in the aggregate, would have a material adverse effect on the consolidated financial position, operating results or cash flows of the Company. Litigation is often unpredictable and the actual results of litigation cannot be determined with any certainty.

ITEM 1A.

Risk Factors.

There have been no material changes to the Company’s risk factors contained in its Annual Report on Form 10-K for the year ended December 31, 2017. For a further discussion of our Risk Factors, see Part I, Item 1A. of the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.

ITEM 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

(a) Not applicable.

(b) Not applicable.

ITEM 3.

Defaults Upon Senior Securities.

None.

ITEM 4.

Mine Safety Disclosures.

Not applicable.

ITEM 5.

Other Information.

None.

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ITEM 6.

Exhibits.

INDEX TO EXHIBITS

Exhibit		Filing Status
Number	Exhibit

10	Form of Restricted Stock Agreement under HMN Financial, Inc. 2017 Equity Incentive Plan	Filed Electronically

31.1	Rule 13a-14(a)/15d-14(a) Certification of CEO	Filed Electronically

31.2	Rule 13a-14(a)/15d-14(a) Certification of CFO	Filed Electronically

32	Section 1350 Certifications of CEO and CFO	Filed Electronically

101	Financial statements from the Quarterly Report on Form 10-Q of the Company for the period ended March 31, 2018, filed with the Securities and Exchange Commission on May 4, 2018, formatted in Extensible Business Reporting Language (XBRL); (i) the Consolidated Balance Sheets at March 31, 2018 and December 31, 2017, (ii) the Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2018 and 2017, (iii) the Consolidated Statement of Stockholders’ Equity for the Three Month Period Ended March 31, 2018, (iv) the Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2018 and 2017, and (v) Notes to Consolidated Financial Statements.	Filed Electronically

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		HMN FINANCIAL, INC.

		Registrant


Date:	May 4, 2018	/s/ Bradley Krehbiel
		Bradley Krehbiel, President and Chief Executive Officer
		(Principal Executive Officer)



Date:	May 4, 2018	/s/ Jon Eberle
		Jon Eberle, Senior Vice President and Chief Financial Officer
		(Principal Financial Officer)

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