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HMN FINANCIAL INC - Quarter Report: 2003 June (Form 10-Q)

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 June 30, 2003

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) FOR THE

SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to _________

Commission File Number 0-24100

HMN FINANCIAL, INC.

(Exact name of Registrant as specified in its Charter)

Delaware 41-1777397
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number)
   
1016 Civic Center Drive NW, Rochester, Minnesota 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 (X)     No (   )

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

    Yes (   )     No (X )

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 August 1, 2003
Common stock, $0.01 par value 4,456,910

1


 

HMN FINANCIAL, INC.
CONTENTS

PART I - FINANCIAL INFORMATION

 

  Page
Item 1: Financial Statements (unaudited)  
    Consolidated Balance Sheets at June 30, 2003 and December 31, 2002 3
    Consolidated Statements of Income for the Three Months Ended and
        Six Months Ended June 30, 2003 and 2002  
4
    Consolidated Statements of Comprehensive Income for the Three Months
        Ended and Six Months Ended June 30, 2003 and 2002     
5
    Consolidated Statement of Stockholders' Equity for the Six Month Period Ended June 30, 2003 5
    Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2003 and 2002 6
    Notes to Consolidated Financial Statements 7-16
Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations 17-25
Item 3: Quantitative and Qualitative Disclosures about Market Risk  
     Discussion included in Item 2 under Market Risk 22
Item 4: Controls and Procedures 25
PART II - OTHER INFORMATION  
Item 1: Legal Proceedings 26
Item 2: Changes in Securities and Use of Proceeds 26-27
Item 3: Defaults Upon Senior Securities 26
Item 4: Submission of Matters to a Vote of Security Holders 26
Item 5: Other Information 27
Item 6: Exhibits and Reports on Form 8-K 27
Signatures 28

 


 

Part I - FINANCIAL INFORMATION

Item 1: Financial Statements

HMN FINANCIAL, INC. AND SUBSIDIARIES

Consolidated Balance Sheets

(unaudited)


June 30, 2003

December 31, 2002


Assets

         

Cash and cash equivalents

$

20,592,743

 

27,729,007

 

Securities available for sale:

   Mortgage-backed and related securities

         

    (amortized cost $21,238,966 and $51,677,294)

 

21,120,738

 

51,895,832

 

    Other marketable securities

         

     (amortized cost $82,586,128 and $67,282,379)

 

84,510,254

 

69,501,417

 
   
 
 
   

105,630,992

 

121,397,249

 
   
 
 

Loans held for sale

 

13,855,160

 

15,126,509

 

Loans receivable, net

 

606,930,531

 

533,905,652

 

Accrued interest receivable

 

3,302,099

 

3,050,636

 

Real estate, net

 

706,375

 

426,691

 

Federal Home Loan Bank stock, at cost

 

11,965,000

 

11,880,500

 

Mortgage servicing rights, net

 

2,447,952

 

2,691,031

 

Premises and equipment, net

 

12,591,030

 

12,875,816

 

Investment in limited partnerships

 

537,606

 

862,666

 

Goodwill

 

3,800,938

 

3,800,938

 

Core deposit intangible

 

505,730

 

561,331

 

Prepaid expenses and other assets

 

2,331,659

 

3,214,792

 

Due from brokers/trustees

 

712,100

 

0

 
   
 
 

    Total assets

$

785,909,915

 

737,522,818

 
   
 
 

Liabilities and Stockholders' Equity

         

Deposits

$

463,185,005

 

432,951,462

 

Federal Home Loan Bank advances

 

235,300,000

 

218,300,000

 

Accrued interest payable

 

419,501

 

849,427

 

Advance payments by borrowers for taxes and insurance

 

620,416

 

707,213

 

Accrued expenses and other liabilities

 

7,999,274

 

7,614,406

 

Deferred tax liabilities

 

1,233,300

 

1,456,600

 
   
 
 

    Total liabilities

 

708,757,496

 

661,879,108

 

Commitments and contingencies

 
 
 

Minority interest

 

(369,401)

 

(420,846)

 

Stockholders' equity:

         

    Serial preferred stock ($.01 par value):

         

     Authorized 500,000 shares; issued and outstanding none

 

0

 

0

 

    Common stock ($.01 par value):

         

     Authorized 11,000,000; issued shares 9,128,662

 

91,287

 

91,287

 

Additional paid-in capital

 

57,930,389

 

58,885,279

 

Retained earnings, subject to certain restrictions

 

81,728,909

 

79,660,481

 

Accumulated other comprehensive income

 

1,167,597

 

1,575,577

 

Unearned employee stock ownership plan shares

 

(4,834,671)

 

(4,931,385)

 

Treasury stock, at cost 4,683,752 and 4,722,856 shares

 

(58,561,691)

 

(59,216,683)

 
   
 
 

    Total stockholders' equity

 

77,521,820

 

76,064,556

 
   
 
 

Total liabilities and stockholders' equity

$

785,909,915

 

737,522,818

 
   
 
 

See accompanying notes to consolidated financial statements.


 

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

 

   

Three Months Ended

 

Six Months Ended

   

June 30,

 

June 30,

   
 
   

2003

 

2002

 

2003

 

2002

   
 
 
 

Interest income:

               

   Loans receivable

$

10,243,717

 

9,019,269

 

19,883,641

 

18,768,775

   Securities available for sale:

               

     Mortgage-backed and related

 

(39,454)

 

554,104

 

102,759

 

1,012,165

     Other marketable

 

690,848

 

704,003

 

1,252,067

 

1,436,796

   Cash equivalents

 

56,980

 

168,773

 

85,897

 

259,352

   Other

 

84,033

 

65,040

 

182,684

 

174,702

   
 
 
 

     Total interest income

 

11,036,124

 

10,511,189

 

21,507,048

 

21,651,790

   
 
 
 

Interest expense:

               

   Deposits

 

2,492,554

 

2,633,678

 

4,963,817

 

5,747,225

   Federal Home Loan Bank advances

 

2,615,630

 

2,594,935

 

5,094,302

 

5,171,798

   
 
 
 

     Total interest expense

 

5,108,184

 

5,228,613

 

10,058,119

 

10,919,023

   
 
 
 

     Net interest income

 

5,927,940

 

5,282,576

 

11,448,929

 

10,732,767

Provision for loan losses

 

490,000

 

310,000

 

1,355,000

 

1,030,000

   
 
 
 

     Net interest income after provision for loan   
      losses

 

5,437,940

 

4,972,576

 

10,093,929

 

9,702,767

   
 
 
 

Non-interest income:

               

   Fees and service charges

 

555,036

 

390,352

 

987,176

 

794,161

   Mortgage servicing fees

 

238,729

 

177,229

 

455,305

 

337,162

   Securities gains, net

 

224,751

 

26,583

 

815,786

 

45,508

   Gains on sales of loans

 

1,526,558

 

498,469

 

2,991,790

 

1,543,029

   Earnings (losses) in limited partnerships

 

31,528

 

(51,946)

 

(323,314)

 

326,975

   Other

 

114,694

 

150,914

 

335,794

 

408,980

   
 
 
 

     Total non-interest income

 

2,691,296

 

1,191,601

 

5,262,537

 

3,455,815

   
 
 
 

Non-interest expense:

               

   Compensation and benefits

 

2,027,572

 

2,068,560

 

4,307,074

 

4,020,044

   Occupancy

 

769,518

 

726,261

 

1,593,317

 

1,409,688

   Federal deposit insurance premiums

 

17,855

 

18,671

 

36,791

 

38,107

   Advertising

 

100,988

 

146,537

 

185,852

 

289,082

   Data processing

 

289,938

 

286,925

 

561,046

 

551,384

   Amortization of mortgage servicing rights, net
    of valuation adjustments and servicing costs

 

1,108,101

 

171,104

 

1,898,631

 

382,306

   Other

 

867,136

 

1,107,948

 

1,811,687

 

1,981,054

   
 
 
 

     Total non-interest expense

 

5,181,108

 

4,526,006

 

10,394,398

 

8,671,665

   
 
 
 

     Income before income tax expense

 

2,948,128

 

1,638,171

 

4,962,068

 

4,486,917

Income tax expense

 

917,900

 

485,100

 

1,542,300

 

1,325,200

   
 
 
 

     Income before minority interest

 

2,030,228

 

1,153,071

 

3,419,768

 

3,161,717

Minority interest

 

0

 

(114,968)

 

0

 

(74,294)

   
 
 
 

     Net income

$

2,030,228

 

1,268,039

 

3,419,768

 

3,236,011

   
 
 
 

Basic earnings per share

$

0.54

 

0.34

 

0.91

 

0.87

   
 
 
 

Diluted earnings per share

$

0.52

 

0.32

 

0.87

 

0.82

   
 
 
 

See accompanying notes to consolidated financial statements.


 

HMN FINANCIAL, INC. AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income
For the Three and Six Months Ended June 30, 2003 and 2002
(unaudited)


   

Three Months Ended June 30,

   

2003

 

2002

   
 

Net income

$

       

2,030,228

         

1,268,039

Other comprehensive income, net of tax:

                       

   Unrealized losses on hedging valuation

 

0

         

(13,563)

       

      Less: minority interest in hedging valuation

 

0

         

(8,116)

       
   
         
       

      Net unrealized losses on hedging valuation

     

0

         

(5,447)

   

   Unrealized gains on securities:

                       

   Unrealized holding gains (losses) arising
    during period

 

598,561

         

(598,418)

       

   Less: reclassification adjustment for gains

                       

      included in net income

 

145,351

         

17,184

       
   
         
       

   Net unrealized gains (losses) on securities

     

453,210

         

(615,602)

   
       
         
   

Other comprehensive income (loss)

         

453,210

         

(621,049)

           
         

Comprehensive income

$

       

2,483,438

         

646,990

           
         

   

Six Months Ended June 30,

   

2003

 

2002

   
 

Net income

$

       

3,419,768

         

3,236,011

Other comprehensive income, net of tax:

                       

   Unrealized losses on hedging valuation

 

0

         

(35,795)

       

      Less: minority interest in hedging valuation

 

0

         

(21,950)

       
   
         
       

      Net unrealized losses on hedging valuation

     

0

         

(13,845)

   

   Unrealized gains (losses) on securities:

                       

   Unrealized holding gains (losses) arising during  
    period

 

119,406

         

(515,700)

       

   Less: reclassification adjustment for gains

                       

     included in net income

 

527,386

         

29,408

       
   
         
       

   Net unrealized losses on securities

     

(407,980)

         

(545,108)

   
       
         
   

Other comprehensive loss

         

(407,980)

         

(558,953)

           
         

Comprehensive income

$

       

3,011,788

         

2,677,058

           
         

See accompanying notes to consolidated financial statements.


 

HMN FINANCIAL, INC. AND SUBSIDIARIES
Consolidated Statement of Stockholders' Equity
For the Six-Month Period Ended June 30, 2003
(unaudited)


       

 

 

 

Unearned

   
         

Employee

   
       

Accumulated

Stock

 

Total

   

Additional

 

Other

Ownership

 

Stock-

 

Common

Paid-in

Retained

Comprehensive

Plan

Treasury

Holders'

 

Stock

Capital

Earnings

Income (Loss)

Shares

Stock

Equity

 

Balance, December 31, 2002

$ 91,287

58,885,279

79,660,481 

1,575,577

(4,931,385)

(59,216,683)

76,064,556 

  Net income

   

3,419,768 

     

3,419,768 

  Other comprehensive loss

     

(407,980)

   

(407,980) 

  Treasury stock purchases

         

(1,384,560)

(1,384,560)

  Employee stock options

             

     exercised

 

(1,163,247)

     

2,039,552 

876,305 

  Tax benefits of exercised

             

     stock options

 

136,001

       

136,001

  Dividends paid

   

(1,351,340)

     

(1,351,340)

  Earned employee stock

             

    ownership plan shares

 

72,356

   

96,714

 

169,070

 

Balance, June 30, 2003

$ 91,287

57,930,389

81,728,909 

1,167,597

(4,834,671)

(58,561,691)

77,521,820


See accompanying notes to consolidated financial statements.

 


HMN FINANCIAL, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows

(unaudited)


   

Six Months Ended

June 30,

   
   

2003

 

2002

   

Cash flows from operating activities:

       

   Net income

$

3,419,768

 

3,236,011

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

       

     Provision for loan losses

 

1,355,000

 

1,030,000

     Depreciation

 

799,618

 

620,765

     Amortization of premiums, net

 

440,052

 

100,001

     Amortization of deferred loan fees

 

(196,435)

 

(415,631)

     Amortization of core deposit intangible

 

55,601

 

62,089

     Amortization of mortgage servicing rights and net valuation and servicing costs

 

1,898,631

 

382,306

     Capitalized mortgage servicing rights

 

(1,438,635)

 

(850,643)

     Deferred income taxes

 

0

 

(104,400)

     Securities gains, net

 

(815,786)

 

(45,508)

     Gains on sales of real estate

 

(117,042)

 

0

     Gain on sales of loans

 

(2,991,790)

 

(1,543,029)

     Proceeds from sale of loans held for sale

 

165,333,116

 

167,703,663

     Disbursements on loans held for sale

 

(158,242,116)

 

(105,746,755)

     Principal collected on loans held for sale

 

11,521

 

87,982

     Amortization of restricted stock awards

 

0

 

7,350

     Amortization of unearned ESOP shares

 

96,714

 

96,714

     Earned employee stock ownership shares priced above original cost

 

72,356

 

67,157

     Decrease (increase) in accrued interest receivable

 

(251,463)

 

224,502

     Decrease in accrued interest payable

 

(429,926)

 

(292,074)

     Equity (earnings) losses of limited partnerships

 

323,314

 

(326,975)

     Equity losses of minority interest

 

0

 

(74,294)

    Increase in other assets

 

(367,797)

 

(489,476)

     Increase (decrease) in other liabilities

 

1,221,906

 

(1,461,835)

     Other, net

 

83,512

 

2,051

   
 

       Net cash provided by operating activities

 

10,260,119

 

62,269,971

   
 

Cash flows from investing activities:

       

   Proceeds from sales of securities available for sale

 

38,718,290

 

3,566,891

   Principal collected on securities available for sale

 

23,346,740

 

10,427,472

   Proceeds collected on maturity of securities available for sale

 

0

 

12,400,000

   Purchases of securities available for sale

 

(46,491,697)

 

(40,055,856)

   Purchase of Federal Home Loan Bank Stock

 

(84,500)

 

0

   Net increase in loans receivable

 

(77,775,248)

 

(3,169,588)

   Proceeds from sale of premises

 

221,313

 

0

   Purchases of premises and equipment

 

(634,383)

 

(2,876,412)

   
 

     Net cash used by investing activities

 

(62,699,485)

 

(19,707,493)

   
 

Cash flows from financing activities:

       

   Increase (decrease) in deposits

 

30,249,494

 

(22,499,992)

   Purchase of treasury stock

 

(1,384,560)

 

(658,611)

   Stock options exercised

 

876,305

 

510,924

   Dividends to stockholders

 

(1,351,340)

 

(1,205,394)

   Proceeds from Federal Home Loan Bank advances

 

116,000,000

 

0

   Repayment of Federal Home Loan Bank advances

 

(99,000,000)

 

(3,500,000)

   Decrease in advance payments by borrowers for taxes and insurance

 

(86,797)

 

(383,736)

   
 

     Net cash provided (used) by financing activities

 

45,303,102

 

(27,736,809)

   
 

    I ncrease (decrease) in cash and cash equivalents

 

(7,136,264)

 

14,825,669

Cash and cash equivalents, beginning of period

 

27,729,007

 

23,019,553

   
 

Cash and cash equivalents, end of period

$

20,592,743

 

37,845,222

   
 

Supplemental cash flow disclosures:

       

   Cash paid for interest

$

10,488,045

 

11,211,097

   Cash paid for income taxes

 

1,152,000

 

1,492,500

Supplemental noncash flow disclosures:

       

   Loans transferred to loans held for sale

 

3,077,578

 

3,621,521

   Transfer of loans to real estate

 

533,277

 

224,288

   Transfer of real estate to loans

 

16,533

 

0


See accompanying notes to consolidated financial statements.


 

HMN FINANCIAL, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(unaudited)

June 30, 2003 and 2002

(1) HMN Financial, Inc.

HMN Financial, Inc. (HMN) is a stock savings bank holding company that owns 100 percent of Home Federal Savings Bank (the Bank or Home Federal). Home Federal has a community banking philosophy and operates retail banking facilities in Minnesota and Iowa. The Bank has two wholly owned subsidiaries, Osterud Insurance Agency, Inc. (OAI) which offers financial planning products and services and Home Federal Holding, Inc. (HFH) which is the holding company for Home Federal REIT, Inc. (HFREIT) which invests in real estate loans acquired from the Bank. HMN has another wholly owned subsidiary, Security Finance Corporation (SFC) which acts as an intermediary for the Bank in transacting like-kind property exchanges for Bank customers. The Bank has a 51% owned subsidiary, Home Federal Mortgage Services, LLC (HFMS), which was a mortgage banking and mortgage brokerage business located in Brooklyn Park, Minnesota. HFMS's brokerage and production activity stopped during the third quarter of 2002 and the Bank assumed responsibility for certain components of HFMS. The majority of HFMS's assets have been liquidated and the company will be dissolved in the second half of 2003.

The consolidated financial statements included herein are for HMN, SFC, the Bank and the Bank's consolidated entities, OAI, HFH, HFREIT and HFMS. All significant intercompany accounts and transactions have been eliminated in consolidation.

(2) Basis of Preparation

The accompanying unaudited consolidated financial statements were prepared in accordance with instructions for Form 10-Q and therefore, do not include all disclosures necessary for a complete presentation of the consolidated balance sheets, consolidated statements of income, consolidated statements of comprehensive income, consolidated statements of stockholders' equity and consolidated statements of cash flows in conformity with generally accepted accounting principles. However, all adjustments consisting of only normal recurring adjustments that are, in the opinion of management, necessary for the fair presentation of the interim financial statements have been included. The statements of income for the three and six-month periods ended June 30, 2003 are not necessarily indicative of the results which may be expected for the entire year.

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

(3) New Accounting Standards

In November 2002, the FASB issued Interpretation No. 45, Guarantor's Accounting and Disclosure Requirements for Guarantees Including Indirect Guarantees of Indebtedness of Others (FIN 45). FIN 45 requires disclosures be made by a guarantor in its interim and annual financial statements about its obligations under certain guarantees that it has issued. It also requires the recognition of a liability by a guarantor at the inception of certain guarantees that it has issued and that a guarantor recognize, at the inception of a guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee. The initial recognition and initial measurement provisions of this Interpretation are applicable on a prospective basis to guarantees issued or modified after December 31, 2002. The disclosure requirements are effective for financial statements of interim or annual periods ending after December 15, 2002. Refer to Note 12 for the related FIN 45 disclosure.

In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based Compensation-Transition and Disclosure-an amendment of FASB Statement No. 123. This Statement amends SFAS No. 123, Accounting for Stock-Based Compensation, to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, this Statement amends the disclosure requirements of SFAS No. 123 to require prominent disclosures in both the annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. The amendments to SFAS No. 123 are effective for fiscal years ending after December 15, 2002 and for condensed interim financial statements issued after December 15, 2002. HMN has not adopted the voluntary change to the fair value based method of accounting for stock-based employee compensation as of June 30, 2003. Refer to Note 13 for required disclosures relating to stock-based compensation.

In January 2003, the FASB issued Interpretation No. 46, Consolidation of Variable Interest Entities (FIN 46). FIN 46 addresses consolidation by business enterprises of variable interest entities (VIEs) that have certain characteristics. It requires a business enterprise that has a controlling interest in a VIE (as defined by FIN 46) to include the assets, liabilities, and results of the activities of the VIE in the consolidated financial statements of the business enterprise. The provisions of FIN No. 46 are applicable to variable interests in VIEs created after January 31, 2003. Variable interests in VIEs created before February 1, 2003, are subject to the provisions of FIN No. 46 no later than July 1, 2003. HMN has not created or obtained a variable interest in any VIEs since January 31, 2003. The impact of adopting FIN No. 46 will not be material.

In April 2003, the FASB issued SFAS No. 149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities. This Statement amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts (collectively referred to as derivatives) and for hedging activities under FASB Statement No. 133, Accounting for Derivative Instruments and Hedging Activities. This Statement is effective prospectively for contracts entered into or modified after June 30, 2003, except for those provisions of the Statement that relate to Statement 133 Implementation Issues that have been effective for fiscal quarters that began prior to June 15, 2003, which should continue to be applied in accordance with their respective effective dates. The impact of adopting SFAS No. 149 on HMN's financial condition and results of operation will not be material.

In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity. This Statement establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. It requires that an issuer classify a financial instrument that is within its scope as a liability (or an asset in some circumstances). Many of those instruments were previously classified as equity. This Statement is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003, except for mandatory redeemable financial instruments of nonpublic entities. The impact of adopting SFAS No. 150 on HMN's financial condition and results of operation will not be material.

(4) Derivative Instruments and Hedging Activities

HMN has commitments outstanding to extend credit to future borrowers that had not closed prior to the end of the quarter. These commitments are referred to as its mortgage pipeline. As commitments to originate loans enter the mortgage pipeline, generally HMN simultaneously enters into commitments to sell the mortgage pipeline into the secondary market. The commitments to originate or sell loans are derivatives. As a result of marking the mortgage pipeline and the related commitments to sell to market for the period ended June 30, 2003, HMN recorded a decrease in other assets of $508,022, a decrease in other liabilities of $433,567 and a loss on sale of loans of $74,455.

The current commitments to sell loans held for sale are derivatives that do not qualify for hedge accounting. As a result, these derivatives are marked to market. The loans held for sale that are not hedged are recorded at the lower of cost or market. As a result of marking these loans, HMN recorded a lower of cost or market adjustment of $21, a decrease in other liabilities of $46,887, and gains on sale of loans of $46,908.

(5) Comprehensive Income

Comprehensive income is defined as the change in equity during a period from transactions and other events from nonowner sources. Comprehensive income is the total of net income and other comprehensive income, which for HMN is comprised of unrealized gains and losses on securities available for sale and unrealized losses on hedging valuations.

There was no hedging valuation in the second quarter of 2003. The gross unrealized losses in hedging valuation for the second quarter of 2002 was $17,000, the income tax benefit would have been $3,000 and therefore, the net loss was $14,000. The gross minority interest in hedging valuations for the second quarter of 2002 was $8,000. The gross unrealized holding gains on securities for the second quarter of 2003 was $925,000, the income tax expense would have been $326,000 and therefore, the net gain was $599,000. The gross reclassification adjustment for the second quarter of 2003 was $225,000, the income tax expense would have been $80,000 and therefore, the net gain was $145,000. The gross unrealized holding losses on securities for the second quarter of 2002 was $916,000, the income tax benefit would have been $318,000 and therefore, the net loss was $598,000. The gross reclassification adjustment for the second quarter of 2002 was $26,000, the income tax expense would have been $9,000 and therefore, the net gain was $17,000.

There was no hedging valuation in the six month period ended June 30, 2003. The gross unrealized losses in hedging valuation for the six month period ended June 30, 2002 was $45,000, the income tax benefit would have been $9,000 and therefore, the net loss was $36,000. The gross minority interest in hedging valuation for the six month period ended June 30, 2002 was $22,000. The gross unrealized holding gains on securities for the six month period ended June 30, 2003 was $184,000, the income tax expense would have been $65,000 and therefore, the net gain was $119,000. The gross reclassification adjustment in the six month period ended June 30, 2003 was $816,000, the income tax expense would have been $289,000 and therefore, the net reclassification adjustment was $527,000. The gross unrealized holding losses on securities for the six month period ended June 30, 2002 was $814,000, the income tax benefit would have been $298,000 and therefore, the net loss was $516,000. The gross reclassification adjustment in the six month period ended June 30, 2002 was $45,000, the income tax expense would have been $16,000 and therefore, the net reclassification adjustment was $29,000.

(6) Cash Dividend

On July 23, 2003 HMN's Board of Directors announced a cash dividend of $0.20 per share, payable on September 11, 2003 to stockholders of record on August 28, 2003.

(7) Investment in Limited Partnerships

Investments in limited partnerships were as follows:


Primary partnership activity

 

June 30, 2003

 

December 31, 2002

 


 
 
 

Mortgage servicing rights

$

0

 

349,577

 

Common stock of financial institutions

 

328,660

 

289,398

 

Low to moderate income housing

 

208,946

 

223,691

 

   
 
 

 

$

537,606

 

862,666

 

   
 
 

 


During the second quarter of 2003 HMN's proportionate gains from common stock investments in financial institutions was $38,027 and it recognized $6,500 of losses on the low income housing partnerships. During 2003 HMN anticipates receiving low income housing credits totaling $84,000, of which $21,000 were credited to current income tax benefits. During the second quarter of 2002 HMN's proportionate loss from a mortgage servicing partnership was $50,785, its proportionate share of gains from the common stock investments in financial institutions was $5,339 and it recognized $6,500 of losses on the low income housing partnerships. During 2002 HMN received low income housing credits totaling $84,000, of which $21,000 were credited to income tax benefits in the second quarter of 2002.

During the six-month period ended June 30, 2003 HMN's proportionate loss from a mortgage servicing partnership was $349,577, its proportionate share of gains from the common stock investments in financial institutions was $39,263 and it recognized $13,000 of losses on the low income housing partnerships. During 2003 HMN anticipates receiving low income housing credits totaling $84,000, of which $42,000 were credited to current income tax benefits. During the six-month period ended June 30, 2002 HMN's proportionate gain from a mortgage servicing partnership was $330,858, its proportionate share of gains from common stock investments in financial institutions was $23,573 and it recognized $27,456 of losses on the low income housing partnerships. During 2002 HMN received low income housing credits totaling $84,000, of which $42,000 were credited to current income tax benefits. HMN was informed by the general partner at the end of the first quarter of 2003 that no liquidation distributions would be made to the limited partners when the servicing assets are sold from the mortgage servicing partnership that invested in servicing rights because of the decreased value of the servicing. Therefore, the investment balance of that limited partnership was reduced to zero at March 31, 2003 and no additional losses are anticipated.

(8) Investment in Mortgage Servicing Rights

A summary of mortgage servicing activity is as follows:


 

 

Six Months ended
June 30, 2003

 

Twelve Months ended
December 31, 2002

 

Six Months ended
June 30, 2002

   
 
 

Mortgage servicing rights

 

 

 

 

 

 

   Balance, beginning of period

$

2,701,031

 

1,922,736

 

1,922,736

   Originations

 

1,438,635

 

1,956,845

 

850,643

   Sales

 

0

 

(41,532)

 

0

             

   Amortization

 

(881,714)

 

(1,137,018)

 

(385,267)

   
 
 

   Balance, end of period

 

3,257,952

 

2,701,031

 

2,388,112

 

 


 


 


Valuation reserve

 

 

 

 

 

 

   Balance, beginning of period

 

(10,000)

 

(19,100)

 

(19,100)

   Additions

 

(800,000)

 

(213,000)

 

0

   Reductions

 

0

 

222,100

 

13,600

   
 
 

   Balance, end of period

 

(810,000)

 

(10,000)

 

(5,500)

   
 
 

   Mortgage servicing rights, net

$

2,447,952

 

2,691,031

 

2,382,612

   
 
 

   Fair value of mortgage servicing rights

$

2,447,952

 

2,691,031

 

2,536,000

   
 
 

 


 

Mortgage servicing costs, which include professional services for valuing mortgage servicing rights, were $216,917 at June 30, 2003, and $10,639 and $29,344 for the six and twelve months ended in June and December 2002, respectively.

All of the loans being serviced were single family loans serviced for FNMA under the mortgage-backed security program or the individual loan sale program. The following is a summary of the risk characteristics of the loans being serviced at June 30, 2003.


 

 

 

Loan Principal
Balance

 

Weighted Average
Interest Rate

 

Weighted Average Remaining Term

 

Number of Loans

 

   
 
 
 
 

Original term 30 year fixed rate

$

160,876,000

 

6.31

%

347

 

1,530

 

Original term 15 year fixed rate

 

223,935,000

 

5.66

%

165

 

2,758

 

Seven year balloon

 

123,000

 

5.75

%

67

 

1

 

Adjustable rate

 

11,502,000

 

4.98

%

350

 

93

 


(9) Intangible Assets

The gross carrying amount of intangible assets and the associated accumulated amortization at June 30, 2003 is presented in the table below. Amortization expense for intangible assets was $497,229 for the second quarter of 2003 and $937,315 for the six months ended June 30, 2003.


   

Gross

         

Unamortized

   

Carrying

 

Accumulated

 

Valuation

 

Intangible

   

Amount

 

Amortization

 

Adjustment

 

Assets


Amortized intangible assets:

               

Mortgage servicing rights

$

5,417,864

 

(2,159,912)

 

(810,000)

 

2,447,952

Core deposit intangible

 

1,567,000

 

(1,061,270)

 

0

 

505,730

   
 
 
 

Total

$

6,984,864

 

(3,221,182)

 

(810,000)

 

2,953,682

   
 
 
 

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


     

Mortgage

 

Core

   
     

Servicing

 

Deposit

   
     

Rights

 

Intangible

 

Total


Six months ended December 31, 2003

   

338,534

 

55,600

 

394,134

               

Year ended December 31,

             

2004

   

568,877

 

113,857

 

682,734

2005

   

449,662

 

113,857

 

563,519

2006

   

355,103

 

113,857

 

468,960

2007

   

280,148

 

108,559

 

388,707

2008

   

233,954

 

0

 

233,954


Projections of amortization are based on existing asset balances and the existing interest rate environment as of June 30, 2003. HMN's actual experiences may be significantly different depending upon changes in mortgage interest rates and other market conditions.

(10) Earnings per Share

The following table reconciles the weighted average shares outstanding and the income available to common shareholders used for basic and diluted EPS:

                 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

   
 

 

2003

 

2002

 

2003

 

2002

   
 
 
 

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

 

3,763,325

 

3,748,052

 

3,755,511

 

3,740,500

 

               

Net dilutive effect of:

               

Options

 

175,170

 

223,398

 

166,854

 

209,038

Restricted stock awards

 

0

 

12

 

0

 

73

   
 
 
 

Weighted average number of shares outstanding

               

Adjusted for effect of dilutive securities

 

3,938,495

 

3,971,462

 

3,922,365

 

3,949,611

   
 
 
 

Income available to common shareholders

$

2,030,228

 

1,268,039

 

3,419,768

 

3,236,011

                 

Basic earnings per common share

$

0.54

 

0.34

 

0.91

 

0.87

                 

Diluted earnings per common share

$

0.52

 

0.32

 

0.87

 

0.82

                 

(11) Regulatory Capital

The Bank is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on HMN's financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank's assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The Bank's capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.

Quantitative measures established by regulations to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the following table) of Tier I or Core Capital and Risk-Based Capital (as defined in the regulations) to total assets (as defined). Management believes, as of June 30, 2003, that the Bank meets all capital adequacy requirements to which it is subject.

Management believes that based upon the Bank's capital calculations at June 30, 2003 and other conditions consistent with the Prompt Corrective Actions Provisions of the OTS regulations, the Bank would be categorized as well capitalized.

On June 30, 2003 the Bank's tangible assets and adjusted total assets were $774.7 million and its risk-weighted assets were $598.8 million. The following table presents the Bank's capital amounts and ratios at June 30, 2003 for actual capital, required capital and excess capital including ratios in order to qualify as being well capitalized under the Prompt Corrective Actions regulations.


 

 

 

Actual

 

Required to be
Adequately
Capitalized

 

 

Excess Capital

 

To Be Well Capitalized Under Prompt Corrective Actions Provisions

 

   
 
 
 
 

 

(in thousands)

 

 

Amount

 

Percent of Assets(1)

 

 

Amount

 

Percent of Assets (1)

 

 

Amount

 

Percent of Assets(1)

 

 

Amount

 

Percent of Assets(1)

 

   
 
 
 
 
 
 
 
 

Bank stockholder's equity

$

69,325

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Plus:
   Net unrealized loss on certain securities
     available for sale

 

(1,240)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Less:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Goodwill and other intangibles

 

4,307

 

                           

   Excess mortgage servicing rights

 

226

 

                         

 

   
                             

Tier I or core capital

 

63,552

 

                         

 

   
                             

   Tier I capital to adjusted total assets

 

 

 

8.20%

 

$ 30,987

 

4.00%

 

$ 32,565

 

4.20%

 

$ 38,734

 

5.00%

 

Tier I capital to risk-weighted assets

 

 

 

10.61%

 

$ 23,953

 

4.00%

 

$ 39,599

 

6.61%

 

$ 35,929

 

6.00%

 

Plus:
   Allowable allowance for loan losses

 

5,051

 

                           
   
                             

   Risk-based capital

$

68,603

 

 

 

$ 47,905

 

 

 

$ 20,698

 

 

 

$ 59,881

 

 

 

   
                             

   Risk-based capital to risk- weighted
    assets

 

 

 

11.46%

 

 

 

8.00%

 

 

 

3.46%

 

 

 

10.00%

 

(1) Based upon the Bank's adjusted total assets for the purpose of the tangible and core capital ratios and risk-weighted assets for the purpose of the risk-based capital ratio.

 


 

The tangible capital of the Bank was in excess of the minimum 2% required at June 30, 2003 but is not reflected in the table above.

 

(12) Commitments and Contingencies

The Bank entered into two guaranty agreements with third parties in order for Home Federal Mortgage Services, LLC (HFMS) to secure loan purchase agreements. Under the agreements, the Bank guarantees to satisfy and discharge all obligations of HFMS arising from transactions entered into between HFMS and the third parties if HFMS fails to fulfill their obligations. The agreements are in effect until the obligations of HFMS are fully satisfied and the Bank's guaranty is limited to a combined maximum of $3 million. No liability has been recorded in the consolidated financial statements of HMN for these guarantees and HMN is not aware of any outstanding obligations of HFMS to either of the third parties with whom a guarantee exists. There is the possibility that the Bank would be required to purchase loans that were previously sold to the third parties by HFMS if the loans did not meet the requirements in the loan purchase agreements. If this were to occur, the proceeds from the subsequent sale of these loans would enable the Bank to recover a portion of the amounts paid under the guaranty.

The Bank issued standby letters of credit which guarantee the performance of customers to third parties. The outstanding standby letters of credit expire over the next nine months and totaled approximately $2.2 million at June 30, 2003. The letters of credit were 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.

(13) Stock-Based Compensation

Effective January 1, 1996, HMN adopted SFAS No. 123, Accounting for Stock-Based Compensation. It elected to continue using the accounting methods prescribed by Accounting Principles Board (APB) Opinion No. 25 and related interpretations which measure compensation cost using the intrinsic value method. Had compensation cost for HMN's stock-based plan been determined in accordance with the fair value method recommended by SFAS No. 123, HMN's net income and earnings per share would have been adjusted to the pro forma amounts indicated below:


 

 

Quarter Ended
June 30, 2003

 

Quarter Ended
June 30, 2002

 

Six Months Ended
June 30, 2003

 

Six Months Ended
June 30, 2002

   
 
 
 

Net income:

 

             

   As reported:

$

2,030,228

 

1,268,039

 

3,419,768

 

3,236,011

   Deduct: Total stock-based employee

 

             

      compensation expense determined

 

             

      under fair value based method for all

 

             

      awards, net of related tax effects

 

10,128

 

10,524

 

20,256

 

21,048

   
 
 
 

Pro forma

 

2,020,100

 

1,257,515

 

3,399,512

 

3,214,963

   Earnings per common share:

 

             

   As reported:

 

             

     Basic

$

0.54

 

0.34

 

0.91

 

0.87

     Diluted

 

0.52

 

0.32

 

0.87

 

0.82

   Pro forma:

 

             

     Basic

 

0.54

 

0.34

 

0.91

 

0.86

     Diluted

 

0.51

 

0.32

 

0.87

 

0.81


(14) Business Segments

The Bank has been identified as a reportable operating segment in accordance with the provisions of SFAS No. 131.

SFC and HMN, the holding company, did not meet the quantitative thresholds for determining reportable segments and therefore are included in the "Other" category.

HMN evaluates performance and allocates resources based on the segment's net income or loss, return on average assets and return on average equity. Each corporation is managed separately with its own president, who reports directly to HMN's chief operating decision maker, and board of directors.

The following table sets forth certain information about the reconciliations of reported profit or loss and assets for each of HMN's reportable segments.

(Dollars in thousands)

Home Federal Savings Bank

Other

Eliminations

Consolidated Total

At or for the quarter ended June 30, 2003:

 

 

 

 

 

 

 

 

Interest income - external customers

$

10,989

 

47

 

0

 

11,036

Non-interest income - external customers

 

2,493

167

 

0

 

2,660

 

Earnings (loss) on limited partnerships

 

(7)

 

38

 

0

 

31

Intersegment interest income

 

1

 

9

 

(10)

 

0

 

Intersegment non-interest income

 

239

 

1,904

 

(2,143)

 

0

 

Interest expense

 

5,118

 

0

 

(10)

 

5,108

 

Amortization of mortgage servicing rights, net valuation adjustments, and servicing costs

1,176

 

0

 

(68)

 

1,108

Other non-interest expense

4,028

132

(87)

 

4,073

 

Income tax expense

914

4

 

0

 

918

 

Net income

 

1,989

 

2,029

 

(1,988)

 

2,030

 

Goodwill

3,801

0

0

3,801

Total assets

 

780,760

77,658

(72,508)

785,910

Net interest margin

3.22 %

 

NM

 

NM

 

3.24%

 

Return on average assets

1.00 %

 

NM

 

NM

 

1.06%

 

Return on average realized common equity

10.97 %

 

NM

 

NM

 

10.45%

 

At or for the quarter ended June 30, 2002:

Interest income - external customers

$

10,418

 

93

 

0

 

10,511

 

Non-interest income - external customers

 

1,223

21

 

0

 

1,244

 

Earnings on limited partnerships

 

(58)

 

6

 

0

 

(52)

 

Intersegment interest income

 

99

 

0

 

(99)

 

0

 

Intersegment non-interest income (expense)

 

(19)

 

1,216

 

(1,197)

 

0

 

Interest expense

 

5,328

 

0

 

(99)

 

5,229

Amortization of mortgage servicing rights, net valuation adjustments, and servicing costs

 

230

 

0

 

(59)

 

171

Other non-interest expense

 

4,369

 

147

(162)

 

4,354

Income tax expense

 

593

(107)

 

0

 

486

 

Minority interest

 

(115)

 

0

 

0

 

(115)

Net income

 

1,028

 

1,216

 

(976)

 

1,268

 

Goodwill

 

3,801

0

 

0

 

3,801

Total assets

 

716,278

 

74,124

 

(96,729)

 

693,673

 

Net interest margin

 

3.04%

NM

 

NM

 

3.17%

 

Return on average assets

 

0.71%

NM

 

NM

 

0.72%

 

Return on average realized common equity

 

8.00%

NM

 

NM

 

6.75%

NM - Not meaningful

Home Federal Savings Bank

 

Other

Eliminations

Consolidated Total

(Dollars in thousands)

At or for the six months ended June 30, 2003:

Interest income - external customers

$

21,410

 

97

 

0

 

21,507

 

Non-interest income - external customers

 

5,419

 

167

 

0

 

5,585

 

Earnings (loss) on limited partnerships

 

(362)

 

 

39

 

0

 

(323)

 

Intersegment interest income

 

28

 

 

22

 

(50)

 

0

 

Intersegment non-interest income

 

508

 

3,289

 

(3,797)

 

0

 

Intersegment loan loss provision

 

200

 

0

 

(200)

 

0

Interest expense

 

10,108

 

0

 

(50)

 

10,058

 

Amortization of mortgage servicing rights, net valuation adjustments, and servicing costs

 

2,039

 

 

3

 

(143)

 

1,899

 

Other non-interest expense

 

8,395

 

 

265

(165)

 

8,495

Income tax expense (benefit)

 

1,613

 

(71)

 

0

 

1,542

 

Net income

 

3,292

 

 

3,417

 

(3,289)

 

3,420

 

Goodwill

3,801

0

0

3,801

Total assets

 

780,760

 

77,658

 

(72,508)

 

785,910

 

Net interest margin

 

3.20 %

 

 

NM

 

NM

 

3.22%

 

Return on average assets

 

0.88 %

 

 

NM

 

NM

 

0.91%

 

Return on average realized common equity

 

9.63 %

 

 

NM

 

NM

 

8.84%

 

At or for the six months ended June 30, 2002:

Interest income - external customers

$

21,451

 

 

201

 

0

 

21,652

 

Non-interest income - external customers

 

3,083

 

46

 

0

 

3,129

 

Earnings (loss) on limited partnerships

 

303

 

 

24

 

0

 

327

 

Intersegment interest income

 

415

 

 

0

 

(415)

 

0

 

Intersegment non-interest income

 

261

 

 

3,079

 

(3,340)

 

0

 

Interest expense

 

11,334

 

 

0

 

(415)

 

10,919

Amortization of mortgage servicing rights, net valuation adjustments, and servicing costs

 

473

 

 

0

 

(91)

 

382

 

Other non-interest expense

 

8,331

 

 

286

(328)

 

8,289

Income tax expense (benefit)

 

1,476

 

(150)

 

0

 

1,326

 

Minority interest

 

(74)

 

 

0

 

0

 

(74)

Net income

 

3,023

 

 

3,134

 

(2,921)

 

3,236

 

Goodwill

 

3,801

0

0

3,801

Total assets

 

716,278

74,124

(96,710)

693,723

 

Net interest margin

 

3.13%

NM

NM

3.20%

 

Return on average assets

 

0.90%

NM

NM

0.92%

 

Return on average realized common equity

 

10.22%

NM

NM

8.79%

NM - Not meaningful


 

Item 2:

HMN FINANCIAL, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Forward-looking Information

This quarterly report and other reports filed with the Securities and Exchange Commission may contain "forward-looking" statements that deal with future results, plans or performance. In addition, HMN's management may make such statements orally to the media, or to securities analysts, investors or others. Forward looking statements deal with matters that do not relate strictly to historical facts. HMN's future results may differ materially from historical performance and forward-looking statements about HMN's expected financial results or other plans are subject to a number of risks and uncertainties. These include but are not limited to possible legislative changes and adverse economic, business and competitive developments such as shrinking interest margins; deposit outflows; reduced demand for financial services and loan products; changes in accounting policies and guidelines, or monetary and fiscal policies of the federal government; changes in credit and other risks posed by HMN's loan and investment portfolios; technological, computer-related or operational difficulties; adverse changes in securities markets; results of litigation or other significant uncertainties.

General

HMN's net income is dependent primarily on its net interest income, which is the difference between interest earned on its loans and investments and the interest paid on interest-bearing liabilities. Net interest income is determined by (i) the difference between the yield earned on interest-earning assets and rates paid on interest-bearing liabilities (interest rate spread) and (ii) the relative amounts of interest-earning assets and interest-bearing liabilities. HMN's interest rate spread is affected by regulatory, economic and competitive factors that influence interest rates, loan demand and deposit flows. Net interest margin is calculated by dividing net interest income by the average interest-earning assets and is normally expressed as a percentage. Net interest income and net interest margin are affected by changes in interest rates, the volume and the mix of interest-earning assets and interest-bearing liabilities, and the level of non-performing assets. HMN's net income is also affected by the generation of non-interest income, which primarily consists of gains from the sale of securities, gains from sale of loans, service charges, fees, earnings or losses on limited partnership investments, and other income. In addition, net income is affected by the level of operating expenses, provisions made for loan losses and impairment reserve adjustments required on mortgage servicing assets.

The operations of financial institutions, including the Bank, are significantly affected by prevailing economic conditions, competition and the monetary and fiscal policies of governmental agencies. Lending activities are influenced by the demand for and supply of single family and commercial properties, competition among lenders, the level of interest rates and the availability of funds. Deposit flows and costs of funds are influenced by prevailing market rates of interest primarily on competing investments, account maturities and the levels of personal income and savings in the market area of the Bank. The interest rates charged by the FHLB on advances to the Bank also have a significant impact on the Bank's overall cost of funds.

Critical Accounting Policies

Critical accounting policies are those policies that management believes are the most important to the portrayal of the company's financial condition and operating results that require difficult, subjective, or complex judgment. These judgments are often the result of the need to make estimates about the effect of matters that are inherently uncertain and therefore actual results could differ significantly from the estimates used. Management considers the following items to be the critical accounting policies of HMN.

Allowance for Loan Losses and Related Provision

The allowance for loan losses is based on periodic analysis of the loan portfolio by management. In this analysis, management considers factors including, but not limited to, specific occurrences that include loan impairment, changes in the size of the portfolios, general economic conditions, loan portfolio composition, and historical experience. The allowance for loan losses is established for known problem loans, as well as for loans which are not currently known to require specific allowances. Loans are charged off to the extent they are deemed to be uncollectible. The adequacy of the allowance for loan losses is dependent upon management's estimates of variables affecting valuation, appraisals of collateral, evaluations of performance and status, and the amounts and timing of future cash flows expected to be received on impaired loans. Such estimates, appraisals, evaluations and cash flows may be subject to frequent adjustments due to changing economic prospects of borrowers or properties. The estimates are reviewed periodically and adjustments, if any, are recorded in the provision for loan losses in the periods in which the adjustments become known. Although management believes that the allowance for loan losses is maintained at an amount considered adequate to provide for probable loan losses inherent in the portfolio as of the balance sheet dates, future adjustments to the provision for loan losses may be necessary if conditions differ substantially from those in the assumptions used to determine the allowance for loan losses.

Mortgage Servicing Rights

Mortgage servicing rights are capitalized and amortized in proportion to, and over the period of, estimated net servicing income. HMN periodically evaluates its capitalized mortgage servicing rights for impairment. Loan type and note rate are the predominant risk characteristics of the underlying loans used to stratify capitalized mortgage servicing rights for purposes of measuring impairment. The valuation of the mortgage servicing rights is based on the estimated prepayment speeds and default rates of the stratified portfolio. Changes in the mix of loans, interest rates, prepayment speeds, or default rates from the estimates used in the valuation of the mortgage servicing rights may have a material effect on the amortization and valuation of mortgage servicing rights. Although management believes that the assumptions used and the values determined are reasonable, future adjustments may be necessary if economic conditions differ substantially from the economic conditions in the assumptions used to determine the value of the servicing rights. Refer to the "Mortgage servicing rights, net" line item in the market risk table on page 23 for an indication of how the value of mortgage servicing rights may change in relation to changes in interest rates.

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 liabilities.

Net Income

HMN's net income was $2.0 million for the second quarter of 2003, an increase of $762,000, or 60.1%, from net income of $1.3 million for the second quarter of 2002. Basic earnings per share were $0.54 for the quarter ended June 30, 2003, an increase of $0.20 per share, from $0.34 basic earnings per share for the same quarter of 2002. Diluted earnings per common share for the second quarter of 2003 were $0.52, an increase of $0.20 per share, from $0.32 diluted earnings per share for the second quarter of 2002.

Net income was $3.4 million for the six month period ended June 30, 2003, an increase of $184,000, or 5.7%, compared to net income of $3.2 million for the six month period ended June 30, 2002. Basic earnings per share were $0.91 for the six months ended June 30, 2003, an increase of $0.04, or 4.6%, from $0.87 for the same six month period in 2002. Diluted earnings per share for the six month period in 2003 were $0.87, an increase of $0.05, or 6.1%, from $0.82 for the same six month period in 2002.

Net Interest Income

Net interest income was $5.9 million for the second quarter of 2003, an increase of $645,000, or 12.2%, compared to $5.3 million for the second quarter of 2002. Interest income was $11.0 million for the second quarter of 2003, an increase of $525,000, or 5.0%, from $10.5 million for the same period in 2002. Interest income increased primarily because of an increase in interest earning assets and because of a change in the mix of assets between the periods. The increase in interest earning assets was caused primarily by the $160 million increase in commercial real estate and commercial business loans between the periods. The increase in interest income on the loan portfolio was partially offset by a decrease in investment income due to a decrease in outstanding investment balances and because of prepayments received on some mortgage backed securities that required the premium amortization on those investments to be accelerated. Interest expense was $5.1 million for the second quarter of 2003, a decrease of $120,000, or 2.3%, compared to $5.2 million for the same quarter in 2002. Interest expense decreased primarily because of a decrease in the interest rates paid on deposit accounts and because of a $28 million increase in the outstanding average balances of checking and money market accounts between the periods, which generally have lower interest rates than other deposit accounts.

Net interest margin (net interest income divided by average interest earning assets) for the second quarter of 2003 was 3.24%, a 7 basis point increase, compared to 3.17% for the second quarter of 2002.

Net interest income for the six month period ended June 30, 2003 was $11.4 million, an increase of $716,000, or 6.7%, compared to $10.7 million for the same six month period in 2002. Interest income was $21.5 million for the six month period ended June 30, 2003, a decrease of $145,000, or 0.7%, from $21.7 million for the same six month period in 2002. Interest income declined due to a reduction in interest rates on loans and investments between the periods which was almost entirely offset by the increased interest income on the $40.6 million increase in interest earning assets between the periods. Interest expense was $10.1 million for the six month period ended June 30, 2003, a decrease of $861,000, or 7.9%, from $10.9 million for the same six month period in 2002. Interest expense declined due to a decrease in the interest rates paid on deposit accounts between the periods and because of the increase in checking and money market account balances, which generally have lower interest rates than other deposit accounts

Net interest margin (net interest income divided by average interest earning assets) for the six months ended June 30, 2003, was 3.22%, an increase of 2 basis points, compared to 3.20% for the same period of 2002.

Provision for Loan Losses

The provision for loan losses for the second quarter ended June 30, 2003 was $490,000, an increase of $180,000, or 58.1%, compared to $310,000 for the second quarter of 2002. The provision for loan losses for the six months ended June 30, 2003 was $1.4 million, an increase of $325,000, or 31.6% compared to $1.0 million for the same six month period in 2002. The provision for loan losses increased primarily due to the $74 million in growth that was experienced in the commercial and consumer loan portfolios during the first six months of 2003. Commercial and consumer loans generally require a larger provision due to the greater inherent credit risk of these loans. The provision is the result of management's evaluation of the composition of the loan portfolio, the historical level of non-performing loans, loan charge-off experience, and its assessment of the general economic conditions in the geographic area where properties securing the loan portfolio are located such as national and regional unemployment data, local single family construction permits and local economic growth rates. Management's evaluation of probable losses inherent in the loan portfolio revealed conditions that resulted in increasing the 2003 loan loss provision compared to the provision for 2002. HMN will continue to monitor its allowance for losses as conditions dictate. Future economic conditions and other unknown factors will impact the need for future provisions for loan losses. As a result, no assurances can be given that increases in the allowance for loan losses will not be required during future periods

A reconciliation of HMN's allowance for loan losses is summarized as follows:

     
  2003 2002
Balance at January 1, $4,824,217  $ 3,783,112
Provision 1,355,000  1,030,000
Charge-offs (123,976 )  (709,737)
Recoveries       33,228           5,445
Balance at June 30, $ 6,088,469  $ 4,108,820

Non-Interest Income

Non-interest income was $2.7 million for the second quarter of 2003, an increase of $1.5 million, or 125.9%, from $1.2 million for the same period in 2002. Non-interest income increased by $1.0 million due to an increase in the gains recognized on the sale of single family residential loans as consumers took advantage of the low mortgage interest rates to purchase a home or refinance their existing home mortgage. Non-interest income also improved by $198,000 due to increased gains recognized on the sale of securities as securities were sold to fund a portion of the loan growth during the period. Fees and service charges increased by $165,000 between the periods due to an overdraft protection program that was implemented during the second quarter of 2003 and because of increases in the fees charged and the number of deposit accounts. Mortgage servicing fees increased by $62,000 as more loans are being serviced in 2003. Non-interest income also increased by $32,000 due to an increase in the earnings in limited partnerships between the periods, primarily because of losses in the second quarter of 2002 on the limited partnership that invests in mortgage servicing rights. The value of servicing rights generally decreases when mortgage rates decrease because of the anticipated increase in prepayments expected to be received on the mortgage servicing assets. HMN was informed by the general partner that no liquidation distributions would be made to the limited partners when the servicing assets from this limited partnership are sold because of the decreased value of the servicing. Therefore, the investment balance of this limited partnership was reduced to zero at March 31, 2003.

Non-interest income was $5.3 million for the first six months of 2003, an increase of $1.8 million, or 52.3%, from $3.5 million for the same period in 2002. Non-interest income increased by $1.4 million due to increased gains on the sale of single family loans. Low mortgage rates during the first six months of 2003 resulted in higher loan originations when compared to the first six months of 2002. Gains on the sale of securities increased by $770,000 during the period as investments were sold to fund a portion of the loan growth that was experienced during the first six months of 2003. Fee and service charge income increased by $193,000 between the two periods due to an increase in the fees charged, services offered, and the number of deposit accounts. Mortgage servicing fees increased by $118,000 between the periods because more loans were being serviced. These increases in non-interest income were partially offset by a $323,000 decrease in earnings from limited partnerships. Interest rates on mortgage loans decreased during the first six months of 2003 which caused the value of HMN's investment in a limited partnership that owns mortgage loan servicing assets to decrease in value. For a further discussion of the effect of decreasing interest rates on the valuation of the limited partnership, refer to the preceding paragraph.

Non-Interest Expense

Non-interest expense was $5.2 million for the second quarter of 2003, an increase of $655,000, or 14.5%, from $4.5 million for the same period in 2002. Amortization of mortgage servicing rights increased by $937,000 primarily due to a $640,000 impairment reserve that was established and because of increased amortization of mortgage servicing rights on single family loans that prepaid during the quarter. Other operating expenses decreased by $241,000 primarily due to a decrease in expenses related to the mortgage banking operation in Brooklyn Park, Minnesota which was phased out in the second half of 2002.

Non-interest expense was $10.4 million for the first six months of 2003, an increase of $1.7 million, or 19.9%, from $8.7 million for the same period in 2002. The increase was primarily the result of a $1.5 million increase in the amortization of mortgage servicing rights caused by record loan prepayments during the first six months of 2003 and because of an $800,000 impairment reserve established on the servicing portfolio during the period. Compensation and benefit expense increased by $287,000 due to costs associated with a separation agreement with a former executive officer and because of annual payroll and health insurance cost increases. Occupancy increased by $184,000 due to the increased number of facilities maintained during the six month period in 2003.

Income Tax Expense

Income tax expense was $918,000 for the second quarter of 2003, an increase of $433,000 compared to $485,000 for the second quarter of 2002. Income tax expense was $1.5 million for the six months ended June 30, 2003, an increase of $217,000 compared to $1.3 million for the same six month period of 2002. The increases in income taxes are primarily due to an increase in taxable income.

Non-Performing Assets

The following table sets forth the amounts and categories of non-performing assets in the Bank's portfolio at June 30, 2003 and December 31, 2002.


 

June 30,

   

December 31,

 

(Dollars in Thousands)

 

2003

   

2002

 

Non-Accruing Loans

           

One-to-four family real estate

$

1,448

   

695

 

Commercial real estate

 

2,600

   

1,719

 

Consumer

 

736

   

495

 

Commercial business

 

689

   

427

 
   
   
 

Total

 

   5,473

   

3,336

 
   
   
 

Accruing loans delinquent 90

           

days or more

 

114

   

171

 

Other assets

 

600

   

866

 

Foreclosed and Repossessed Assets

           

One-to-four family real estate

 

658

   

300

 

Consumer

 

80

   

127

 

Commercial business

 

43

   

107

 
   
   
 

Total non-performing assets

$

6,968

 

$

4,907

 
   
   
 

Total as a percentage of total assets

 

0.89

%

 

0.67

%

   
   
 

Total non-performing loans

$

5,587

 

$

3,507

 
   
   
 

Total as a percentage of total

           

loans receivable, net

 

0.92

%

 

0.66

%

   
   
 

Allowance for loan loss to non-performing loans

 

108.97

%

 

134.60

%


Total non-performing assets at June 30, 2003 were $7.0 million, an increase of $2.1 million, or 42.0%, from $4.9 million at December 31, 2002. During the first six months of 2003 the following activity occurred related to non-accruing loans: $3,481,000 of loans were transferred in, $85,000 were transferred out to foreclosed and repossessed assets, $1,125,000 were transferred out to performing loans and $20,000 were charged off. During the same period $171,000 of accruing loans delinquent 90 days or more were transferred to performing status and $114,000 were classified as non-performing. Non-accruing single family loans increased by $753,000, non-accruing commercial real estate loans increased by $881,000, non-accruing consumer loans increased by $241,000, and non-accruing commercial business loans increased by $262,000.

Dividends

On July 23, 2003 HMN declared a cash dividend of $0.20 per share, payable on September 11, 2003 to shareholders of record on August 28, 2003.

During 2003, HMN has declared and paid dividends as follows:

Record date Pay date Dividend per share    Dividend Payout Ratio
February 21, 2003 March 7, 2003 $0.18   64.29%
May 23, 2003 June 9, 2003 $0.18    50.00 %

The annualized dividend payout ratio for the past four quarters, ending with the September 11, 2003 payment will be 53.62%.

The declaration of dividends are subject to, among other things, HMN's financial condition and results of operations, the Bank's compliance with its regulatory capital requirements, including the fully phased-in capital requirements, tax considerations, industry standards, economic conditions, regulatory restrictions, general business practices and other factors.

Liquidity

For the six months ended June 30, 2003 the net cash provided by operating activities was $10.3 million. HMN collected $38.7 million from the sale of securities and $23.3 million from principal repayments on securities. It purchased securities available for sale of $46.5 million and premises and equipment of $634,000. Net loans receivable increased by $77.8 million due to increased loan production. HMN had a net increase in deposit balances of $30.2 million and received FHLB advance proceeds of $116.0 million for the six-month period. It paid out $99.0 million on FHLB advances and $87,000 on advance payments from borrowers for taxes and insurance. HMN received $876,000 related to the exercise of HMN stock options. HMN purchased $1.4 million of its own stock and paid $1.4 million in dividends to its shareholders.

HMN has certificates of deposits with outstanding balances of $130.4 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. HMN believes that deposits that do not renew will be replaced with deposits from other customers, or funded with advances from the FHLB, or will be funded through the sale of securities. Management does not anticipate that it will have a liquidity problem due to maturing deposits.

HMN has $115.9 million of FHLB advances which mature after 2003 but have call features that can be exercised by the FHLB during the next 12 months. If the call features are exercised, HMN has the option of requesting any advance otherwise available to it pursuant to the Credit Policy of the FHLB. HMN also has $30.4 million of FHLB advances that will mature during the next 12 months. Since HMN has the ability to request another advance to replace the advance that is being called or is maturing, management does not anticipate that it will have a liquidity problem due to advances being called by the FHLB during the next 12 month period.

Market Risk

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

HMN's profitability is affected by fluctuations in interest rates. A sudden and substantial increase in interest rates may adversely impact HMN's earnings to the extent that the interest rates borne by assets and liabilities do not change at the same speed, to the same extent, or on the same basis. HMN monitors the projected changes in net interest income that occur if interest rates were to suddenly change up or down. The Rate Shock Table located below in the Asset/Liability Management section of this report discloses HMN's projected changes in net interest income based upon immediate interest rate changes called rate shocks.

HMN utilizes a model which uses the discounted cash flows from its interest-earning assets and its interest-bearing liabilities to calculate the current market value of those assets and liabilities. The model also calculates the changes in market value of the interest-earning assets and interest-bearing liabilities due to different interest rate changes. HMN believes that over the next twelve months interest rates could conceivably fluctuate in a range of 200 basis points up or 100 basis points down from where the rates were at June 30, 2003. HMN does not have a trading portfolio. The following table discloses the projected changes in market value to HMN's interest-earning assets and interest-bearing liabilities based upon incremental 100 basis point changes in interest rates from interest rates in effect on June 30, 2003.


Other than trading portfolio     Market Value
(Dollars in thousands)    

Basis point change in interest rates

 

 

-100

0

 

+100

 

+200


Cash and cash equivalents

$

 

20,608

 

20,593

 

20,578

 

20,563

 

Securities available for sale:

Fixed-rate CMOs

 

 

16,774

 

16,732

 

16,193

 

15,163

 

Variable-rate CMOs

 

 

3,932

 

3,928

 

3,926

 

3,941

 

Fixed-rate available for sale mortgage-backed and related securities #9; #9;

 

 

 

724

 

 

720

 

 

709

 

 

691

 

Variable-rate available for sale mortgage- backed and related securities

 

 

 

119

 

 

119

 

 

119

 

 

118

 

Fixed-rate available for sale other marketable securities

 

86,946

 

 

85,156

 

 

83,391

 

 

81,674

 

Variable-rate available for sale other marketable securities

 

 

 

111

 

 

108

 

 

104

 

 

103

 

Federal Home Loan Bank stock

 

 

12,638

 

12,043

 

11,485

 

10,963

Loans held for sale

 

 

15,815

 

15,801

 

15,788

 

15,775

 

Loans receivable, net:

 

 

 

 

 

 

 

 

 

 

Fixed-rate real estate loans

 

 

150,955

 

149,292

 

146,461

 

142,856

 

Variable-rate real estate loans

 

274,275

 

269,186

 

263,562

 

258,491

 

Fixed-rate other loans

 

 

93,207

 

92,047

 

90,288

 

88,687

 

Variable-rate other loans

 

 

120,704

 

116,398

 

114,673

 

113,467

 

Mortgage servicing rights, net

 

 

1,520

 

2,448

 

4,223

 

5,193

 

Investment in limited partnerships

 

 

538

 

538

 

537

 

537

 





Total market risk sensitive assets

 

 

798,866

 

785,109

 

772,037

 

758,222

 





NOW deposits

 

 

81,372

 

81,372

 

81,372

 

81,372

 

Passbook deposits

 

 

37,185

 

37,185

 

37,185

 

37,185

 

Money market deposits

 

 

70,061

 

70,061

 

70,061

 

70,061

 

Certificate deposits

 

 

284,445

 

280,585

 

276,813

 

276,017

 

Federal Home Loan Bank:

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed-rate advances 250,832 239,859 231,716 225,998

Variable-rate advances

 

 

5,999

 

5,999

 

5,999

 

5,999

 





Total market risk sensitive liabilities

 

 

729,894

 

715,061

 

703,146

 

696,632

 





Off-balance sheet financial instruments:

 

 

 

 

 

 

 

 

 

Commitments to extend credit

 

 

2,450

 

0

 

(2,320)

 

(3,342)

Commitments to sell or deliver loans

 

 

(2,100)

 

0

 

2,095

 

2,994

 


 


 


 


 

Net market risk

$

 

68,622

 

70,048

 

69,116

 

61,938

 





Percentage change from current market value

$

(2.04)

%

0.00

%

(1.33)

%

(11.58)

%





The preceding table was prepared utilizing 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 9% to 52%, depending on the note rate and the period to maturity. Adjustable rate mortgages ("ARMs") were assumed to prepay at annual rates of between 18% and 30%, depending on the note rate and the period to maturity. Growing Equity Mortgage (GEM) loans were assumed to prepay at annual rates of between 8% and 52% depending on the note rate and the period to maturity. Mortgage-backed securities and Collateralized Mortgage Obligations (CMOs) were projected to have prepayments based upon the underlying collateral securing the instrument and the related cash flow priority of the CMO tranche owned. Certificate accounts were assumed not to be withdrawn until maturity. Passbook and money market accounts were assumed to decay at an annual rate of 9%. FHLB advances were projected to be called at the first call date where the projected interest rate on similar remaining term advances exceeded the interest rate on HMN's callable advance.

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

Asset/Liability Management

HMN's management reviews the impact that changing interest rates will have on its net interest income projected for the twelve months following June 30, 2003 to determine if its current level of interest rate risk is acceptable. The following table projects the estimated annual impact on net interest income of immediate interest rate changes called rate shocks.

Rate Shock in Basis Points Net Interest Income   Percentage Change 
+200 25,021   7.05 % 9;
+100 9; 24,544  5.01 % 9;
0 23,373   0.00 % 9;
-100 9; 21,374  (8.55) % 9;

The preceding table was prepared utilizing the Model Assumptions regarding prepayment and decay ratios which were determined by management based upon their review of historical prepayment speeds and future prepayment projections.

Certain shortcomings are inherent in the method of analysis presented in the foregoing table. In the event of a change in interest rates, prepayment and early withdrawal levels would likely deviate significantly from those assumed in calculating the foregoing table. The ability of many borrowers to service their debt may decrease in the event of a substantial increase in interest rates and could impact net interest income.

In an attempt to manage its exposure to changes in interest rates, management closely monitors interest rate risk. The Bank has an Asset/Liability Committee consisting of executive officers which meets at least quarterly to review the interest rate risk position and projected profitability. The committee makes recommendations for adjustments to the asset/liability position of the Bank to the Board of Directors of the Bank. This committee also reviews the Bank's portfolio, formulates investment strategies and oversees the timing and implementation of transactions to assure attainment of the Board's objectives in the most effective manner. In addition, the Board reviews on a quarterly basis the Bank's asset/liability position, including simulations of the effect on the Bank's capital of various interest rate scenarios.

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

To the extent consistent with its interest rate spread objectives, the Bank attempts to reduce its interest rate risk and has taken a number of steps to restructure its assets and liabilities. The Bank has primarily focused its fixed rate one-to-four family residential portfolio lending program on loans with contractual terms of 10 years or less. The Bank generally follows the practice of selling all of its fixed rate single family loans with contractual terms greater than 10 years which conform to the secondary market guidelines. HMN has focused its portfolio lending on the origination of commercial loan products and consumer loans which generally have shorter weighted average terms to maturity and/or interest rates which adjust at least every three years. At times, depending on its interest rate sensitivity, the Bank may sell fixed rate single family loans with shorter contractual maturities than thirty years in order to reduce interest rate risk and record a gain on the sale of loans.

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 principal executive officer and principal financial officer, 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. There was no change in the Company's internal control over financial reporting 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.

 


 

HMN FINANCIAL, INC.

PART II - OTHER INFORMATION

ITEM 1. Legal Proceedings.

None.

ITEM 2. Changes in Securities and Use of Proceeds.

Not applicable.

ITEM 3. Defaults Upon Senior Securities.

Not applicable.

ITEM 4. Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Stockholders of the Company was held on April 22, 2003

at 10:00 a.m.

 

The following is a record of the votes cast in the election of directors of the Company:

Term expiring in 2006:

  For  Withhold
Michael McNeil 3,520,401  325,083
Mahlon C. Schneider 3,625,764   219,720
Duane D. Benson 3,625,101   220,383

There were 0 broker non-votes and 0 abstentions for each of the directors. Accordingly the individuals named above were declared to be duly elected directors of the Company for terms to expire as stated above.

The following is a record of the votes cast in respect of the proposal to ratify the appointment of KPMG LLP as the Company's auditors for the fiscal year ending December 31, 2003.

  NUMBER PERCENTAGE OF
  OF VOTES VOTES ACTUALLY CAST
FOR 3,689,421   95.94%
AGAINST 149,498  3.88%
ABSTAIN 6,565   0.17%
BROKER NON-VOTE 0   0.00%

Accordingly, the proposal described above was declared to be duly adopted by the stockholders of the Company.

 

ITEM 5. Other Information.

None.

ITEM 6. Exhibits and Reports on Form 8-K.

(a) Exhibits. See Index to Exhibits on page 29 of this report

    1. Reports on Form 8-K -

                                                            1) On April 24, 2003, HMN reported its financial results for its
                                                            first fiscal quarter ended March 31, 2003.

                                                            2) On July 25, 2003, HMN reported its financial results for its second
                                                            fiscal quarter ended June 30, 2003.


 

SIGNATURES

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

  HMN FINANCIAL, INC.
  Registrant
   
Date: August 13, 2003  By: /s/ Michael McNeil
  Michael McNeil, President
  (Principal Executive Officer)
   
Date: August 13, 2003 9; By: /s/ Jon Eberle
  Jon Eberle,
  Interim Chief Financial Officer
  (Principal Financial Officer)

 

HMN FINANCIAL, INC.

INDEX TO EXHIBITS

FOR FORM 10-Q

9; 9; 9;
Regulation S-K
Exhibit Number
Document Attached Hereto Reference
to Prior
Filing or
Exhibit
Number
Form 10-Q
Sequential
 Page Numbering
 Where Attached
 Exhibits Are
  Located in This
  Report
3.1 Amended and Restated Articles of Incorporation *1 9;   N/A
3.2 Amended and Restated By-laws 9; *2   N/A
4 9; Form of Common Stock Including indentures *3 9; N/A
31.1 Certification Pursuant to Section 302 of Sarbanes-Oxley by Michael McNeil 31.1 9;   Filed electronically
31.2 Certification Pursuant to Section 302 of Sarbanes-Oxley by Jon Eberle  31.2   Filed electronically
32 Certification Pursuant to 18 U.S.C. Section 1350 by Michael McNeil and Jon Eberle 32    Filed Electronically

*1 Incorporated by reference to the same numbered exhibit to the Company's Quarterly Report on Form 10-Q for the period ended March 31, 1998 (File No. 0-24100).

*2 Incorporated by reference to the same numbered exhibit to the Company's Quarterly Report on Form 10-Q for the period ended September 30, 1997 (File 0-24100).

*3 Incorporated by reference to the same numbered exhibit to the Company's Registration Statement on Form S-1 dated April 1, 1994 (File No. 33-77212).