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HMN FINANCIAL INC - Quarter Report: 2019 September (Form 10-Q)

hmnf20190930_10q.htm
 

 

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

FORM 10-Q

(Mark one)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
  For the quarterly period ended September 30, 2019
  OR
   
[   ] 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

 

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Common Stock

HMNF

Nasdaq

 

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 every Interactive Data File required to be submitted 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 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 ☒  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 October 26, 2019

Common stock, $0.01 par value

 

4,843,822

 

 

 

HMN FINANCIAL, INC.

TABLE OF CONTENTS

 

PART I - FINANCIAL INFORMATION  
      Page
       
  Item 1:  Financial Statements 3
       
    Consolidated Balance Sheets at September 30, 2019 and December 31, 2018 3
       
    Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2019 and 2018 4
       
    Consolidated Statements of Stockholders' Equity for the Three and Nine Month Periods Ended September 30, 2019 and 2018 5
       
    Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2019 and 2018 6
       
    Notes to Consolidated Financial Statements 7
       
  Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations 24
       
  Item 3: Quantitative and Qualitative Disclosures about Market Risk 34
       
  Item 4:  Controls and Procedures 34
       
PART II - OTHER INFORMATION  
       
  Item 1: Legal Proceedings 35
       
  Item 1A: Risk Factors 35
       
  Item 2: Unregistered Sales of Equity Securities and Use of Proceeds 35
       
  Item 3: Defaults Upon Senior Securities 35
       
  Item 4:  Mine Safety Disclosures 35
       
  Item 5:  Other Information 35
       
  Item 6: Exhibits 36
       
  Signatures 37

 

 

 

Part I – FINANCIAL INFORMATION

Item 1: Financial Statements

 

HMN FINANCIAL, INC. AND SUBSIDIARIES

Consolidated Balance Sheets

 

   

September 30,

   

December 31,

 

(Dollars in thousands)

 

2019

   

2018

 
   

(unaudited)

         

Assets

               

Cash and cash equivalents

  $ 62,507       20,709  

Securities available for sale:

               

Mortgage-backed and related securities (amortized cost $22,126 and $8,159)

    22,187       8,023  

Other marketable securities (amortized cost $62,757 and $73,222)

    62,665       71,836  
      84,852       79,859  
                 

Equity securities

    163       121  

Loans held for sale

    7,819       3,444  

Loans receivable, net

    583,102       586,688  

Accrued interest receivable

    2,217       2,356  

Real estate, net

    580       414  

Federal Home Loan Bank stock, at cost

    853       867  

Mortgage servicing rights, net

    1,994       1,855  

Premises and equipment, net

    10,325       9,635  

Goodwill

    802       802  

Core deposit intangible

    181       255  

Prepaid expenses and other assets

    5,608       2,668  

Deferred tax asset, net

    2,225       2,642  

Total assets

  $ 763,228       712,315  
                 

Liabilities and Stockholders’ Equity

               

Deposits

  $ 659,608       623,352  

Accrued interest payable

    377       346  

Customer escrows

    2,924       1,448  

Accrued expenses and other liabilities

    9,129       4,022  

Total liabilities

    672,038       629,168  

Commitments and contingencies

               

Stockholders’ equity:

               

Serial preferred stock ($.01 par value): authorized 500,000 shares; issued 0

    0       0  

Common stock ($.01 par value): authorized 16,000,000 shares; issued 9,128,662

    91       91  

Additional paid-in capital

    40,259       40,090  

Retained earnings, subject to certain restrictions

    106,311       99,754  

Accumulated other comprehensive loss

    (21 )     (1,096 )

Unearned employee stock ownership plan shares

    (1,692 )     (1,836 )

Treasury stock, at cost 4,284,840 and 4,292,838 shares

    (53,758 )     (53,856 )

Total stockholders’ equity

    91,190       83,147  

Total liabilities and stockholders’ equity

  $ 763,228       712,315  
                 

 

 

 

HMN FINANCIAL, INC. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

(unaudited)

 

   

Three Months Ended
September 30,

   

Nine Months Ended
September 30,

 

(Dollars in thousands, except per share data)

 

2019

   

2018

   

2019

   

2018

 

Interest income:

                         

Loans receivable

  $ 7,428       7,441       22,597       21,225  

Securities available for sale:

                               

Mortgage-backed and related

    56       52       146       148  

Other marketable

    309       285       905       842  

Other

    205       192       381       369  

Total interest income

    7,998       7,970       24,029       22,584  
                                 

Interest expense:

                               

Deposits

    906       587       2,418       1,581  

Federal Home Loan Bank advances and other borrowings

    0       0       7       2  

Total interest expense

    906       587       2,425       1,583  

Net interest income

    7,092       7,383       21,604       21,001  

Provision for loan losses

    (420 )     (652 )     (1,452 )     (482 )

Net interest income after provision for loan losses

    7,512       8,035       23,056       21,483  
                                 

Non-interest income:

                               

Fees and service charges

    820       870       2,305       2,421  

Loan servicing fees

    324       343       957       941  

Gain on sales of loans

    845       489       1,835       1,612  

Other

    238       234       842       792  

Total non-interest income

    2,227       1,936       5,939       5,766  
                                 

Non-interest expense:

                               

Compensation and benefits

    3,849       3,574       11,496       11,076  

Occupancy and equipment

    1,142       1,073       3,284       3,242  

Data processing

    319       310       925       939  

Professional services

    428       326       1,081       873  

Other

    1,009       931       2,975       2,951  

Total non-interest expense

    6,747       6,214       19,761       19,081  

Income before income tax expense

    2,992       3,757       9,234       8,168  

Income tax expense

    916       1,045       2,677       2,284  

Net income

    2,076       2,712       6,557       5,884  

Other comprehensive income (loss), net of tax

    149       (218 )     1,075       (670 )

Comprehensive income available to common shareholders

  $ 2,225       2,494       7,632       5,214  

Basic earnings per share

  $ 0.45       0.62       1.42       1.37  

Diluted earnings per share

  $ 0.45       0.59       1.41       1.24  
                                 

 

See accompanying notes to consolidated financial statements.

 

  

 

HMN FINANCIAL, INC. AND SUBSIDIARIES

Consolidated Statements of Stockholders' Equity

For the Three and Nine Month Periods Ended September 30, 2019 and 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

   

Shares

   

Stock

   

Equity

 
                                                         

Balance, June 30, 2019

  $ 91       40,153       104,235       (170 )     (1,740 )     (53,758 )     88,811  

Net income

                    2,076                               2,076  

Other comprehensive gain

                            149                       149  

Amortization of restricted stock awards

            48                                       48  

Earned employee stock ownership plan shares

            58                       48               106  

Balance, September 30, 2019

  $ 91       40,259       106,311       (21 )     (1,692 )     (53,758 )     91,190  
                                                         

Balance, December 31, 2018

  $ 91       40,090       99,754       (1,096 )     (1,836 )     (53,856 )     83,147  

Net income

                    6,557                               6,557  

Other comprehensive gain

                            1,075                       1,075  

Stock compensation expense

            1                                       1  

Restricted stock awards

            (143 )                             143       0  

Stock awards withheld for tax withholding

                                            (45 )     (45 )

Amortization of restricted stock awards

            138                                       138  

Earned employee stock ownership plan shares

            173                       144               317  

Balance, September 30, 2019

  $ 91       40,259       106,311       (21 )     (1,692 )     (53,758 )     91,190  

 

                                   

Unearned

                 
                                   

Employee

                 
                           

Accumulated

   

Stock

           

Total

 
           

Additional

           

Other

   

Ownership

           

Stock-

 
   

Common

   

Paid-in

   

Retained

   

Comprehensive

   

Plan

   

Treasury

   

Holders’

 

(Dollars in thousands)

 

Stock

   

Capital

   

Earnings

   

Loss

   

Shares

   

Stock

   

Equity

 
                                                         

Balance, June 30, 2018

  $ 91       46,950       94,690       (1,479 )     (1,933 )     (56,494 )     81,825  

Net income

                    2,712                               2,712  

Other comprehensive loss

                            (218 )                     (218 )

Stock warrants purchased

            (4,464 )                                     (4,464 )

Stock compensation expense

            5                                       5  

Restricted stock awards

            1                               (1 )     0  

Amortization of restricted stock awards

            31                                       31  

Earned employee stock ownership plan shares

            55                       48               103  

Balance, September 30, 2018

  $ 91       42,578       97,402       (1,697 )     (1,885 )     (56,495 )     79,994  
                                                         

Balance, December 31, 2017

  $ 91       50,623       91,448       (957 )     (2,030 )     (58,357 )     80,818  

Net income

                    5,884                               5,884  

Amounts reclassified from accumulated other comprehensive loss

                    70       (70 )                     0  

Other comprehensive loss

                            (670 )                     (670 )

Stock warrants purchased

            (6,453 )                                     (6,453 )

Exercise of stock warrants

            (1,674 )                             1,674       0  

Stock compensation expense

            13                                       13  

Restricted stock awards

            (188 )                             188       0  

Amortization of restricted stock awards

            104                                       104  

Earned employee stock ownership plan shares

            153                       145               298  

Balance, September 30, 2018

  $ 91       42,578       97,402       (1,697 )     (1,885 )     (56,495 )     79,994  
                                                         

 

See accompanying notes to consolidated financial statements.

 

 

 

HMN FINANCIAL, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(unaudited)

 

   

Nine Months Ended

September 30,

 

(Dollars in thousands)

 

2019

   

2018

 

Cash flows from operating activities:

               

Net income

  $ 6,557       5,884  

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

               

Provision for loan losses

    (1,452 )     (482 )

Depreciation

    838       806  

Amortization of (discounts) premiums, net

    (10 )     20  

Amortization of deferred loan fees

    (153 )     (254 )

Amortization of core deposit intangible

    74       75  

Amortization of purchased asset fair value adjustments

    (29 )     (63 )

Amortization of mortgage servicing rights

    535       412  

Capitalized mortgage servicing rights

    (674 )     (533 )

Securities (gains) losses, net

    (42 )     12  

Loss on sale of premises and equipment

    20       0  

Gain on sales of real estate

    0       (80 )

Gain on sales of loans

    (1,835 )     (1,612 )

Proceeds from sales of loans held for sale

    77,289       68,590  

Disbursements on loans held for sale

    (75,833 )     (59,079 )

Amortization of restricted stock awards

    138       104  

Amortization of unearned Employee Stock Ownership Plan shares

    144       145  

Earned Employee Stock Ownership Plan shares priced above original cost

    173       153  

Stock option compensation expense

    1       13  

Decrease in accrued interest receivable

    139       119  

Increase in accrued interest payable

    31       133  

Decrease (increase) in other assets

    1,285       (101 )

Increase (decrease) in other liabilities

    923       (1,434 )

Other, net

    22       (2 )

Net cash provided by operating activities

    8,141       12,826  

Cash flows from investing activities:

               

Principal collected on securities available for sale

    1,347       1,478  

Proceeds collected on maturities of securities available for sale

    10,400       310  

Purchases of securities available for sale

    (15,246 )     (4,888 )

Purchase of Federal Home Loan Bank stock

    (1,040 )     (322 )

Redemption of Federal Home Loan Bank stock

    1,054       272  

Proceeds from sales of real estate

    0       367  

Net decrease (increase) in loans receivable

    1,008       (7,614 )

Proceeds from sale of premises and equipment

    195       0  

Purchases of premises and equipment

    (1,748 )     (2,333 )

Net cash used by investing activities

    (4,030 )     (12,730 )

Cash flows from financing activities:

               

Increase in deposits

    36,256       15,829  

Warrants purchased

    0       (6,453 )

Stock awards withheld for tax withholding

    (45 )     0  

Proceeds from borrowings

    26,000       6,800  

Repayment of borrowings

    (26,000 )     (6,800 )

Increase in customer escrows

    1,476       1,040  

Net cash provided by financing activities

    37,687       10,416  

Increase in cash and cash equivalents

    41,798       10,512  

Cash and cash equivalents, beginning of period

    20,709       37,564  

Cash and cash equivalents, end of period

  $ 62,507       48,076  

Supplemental cash flow disclosures:

               

Cash paid for interest

  $ 2,394       1,448  

Cash paid for income taxes

    2,189       3,395  

Supplemental noncash flow disclosures:

               

Loans transferred to loans held for sale

    4,054       8,187  

Transfer of loans to real estate

    166       74  

Right to use assets and lease obligations

    4,241       0  
                 

 

See accompanying notes to consolidated financial statements.

 

 

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.

 

 

(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 nine month period ended September 30, 2019 are not necessarily indicative of the results which may be expected for the entire year.

 

 

(3) New Accounting Standards

In June 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (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 (SEC), 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 calculate the appropriate life of loan loss percentages for the various loan categories, 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 determination of potential qualitative reserve amounts and the impact that the adoption of this ASU will have on the Company’s consolidated financial statements. On July 17, 2019, the FASB proposed a delay in the implementation date for this ASU for small SEC reporting companies, such as HMN, from the first quarter of 2020 to the first quarter of 2023. The proposed delay was reaffirmed by a tentative Board decision at the FASB Board meeting held on October 16, 2019 after reviewing comments received on the proposed delay. Management will monitor the progress of the proposed implementation date delay and will implement this ASU when the required implementation date is determined by the FASB.

 

 

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820), Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement. The Amendments in this ASU apply to all entities that are required, under existing GAAP, to make disclosures about recurring or nonrecurring fair value measurements and modify the disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement, including the consideration of costs and benefits. The ASU removed, modified, and added various disclosure requirements in Topic 820. The amendments also eliminate at a minimum from the phrase an entity shall disclose at a minimum to promote the appropriate exercise of discretion by entities when considering fair value measurement disclosures and to clarify that materiality is an appropriate consideration of entities and their auditor when evaluating disclosure requirements. The amendments in the ASU are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. An entity is permitted to early adopt the implementation of any removed or modified disclosures upon issuance of the ASU and delay adoption of the additional disclosures until their effective date. The Company has not opted to early adopt any portion of this ASU and the adoption in the first quarter of 2020 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 and liabilities of the Company for which fair values are determined on a recurring basis as of September 30, 2019 and December 31, 2018.

 

   

Carrying value at September 30, 2019

 

(Dollars in thousands)

 

 

Total

   

Level 1

   

Level 2

   

Level 3

 

Securities available for sale

  $ 84,852       0       84,852       0  

Equity securities

    163       0       163       0  

Mortgage loan commitments

    19       0       19       0  

Total

  $ 85,034       0       85,034       0  

 

   

Carrying value at December 31, 2018

 

(Dollars in thousands)

 

 

Total

   

Level 1

   

Level 2

   

Level 3

 

Securities available for sale

  $ 79,859       0       79,859       0  

Equity securities

    121       0       121       0  

Mortgage loan commitments

    40       0       40       0  

Total

  $ 80,020       0       80,020       0  
                                 

 

There were no transfers between Levels 1, 2, or 3 during the three or nine month periods ended September 30, 2019.

 

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. 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 September 30, 2019 and December 31, 2018.

 

 

   

Carrying value at September 30, 2019

                 

(Dollars in thousands)

 

Total

   

Level 1

   

Level 2

   

Level 3

   

Three months ended

September 30, 2019

total gains (losses)

   

Nine months ended

September 30, 2019

total gains (losses)

 

Loans held for sale

  $ 7,819       0       7,819       0       (29 )     (60 )

Mortgage servicing rights

    1,994       0       1,994       0       0       0  

Loans (1)

    2,605       0       2,605       0       61       36  

Real estate, net (2)

    580       0       580       0       0       0  

Total

  $ 12,998       0       12,998       0       32       (24 )
                                                 

 

   

Carrying value at December 31, 2018

         

(Dollars in thousands)

 

Total

   

Level 1

   

Level 2

   

Level 3

   

Year ended

December 31, 2018

total gains (losses)

 

Loans held for sale

  $ 3,444       0       3,444       0       45  

Mortgage servicing rights

    1,855       0       1,855       0       0  

Loans (1)

    2,902       0       2,902       0       (97 )

Real estate, net (2)

    414       0       414       0       0  

Total

  $ 8,615       0       8,615       0       (52 )
                                         

(1)

Represents the carrying value and related specific reserves on 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.

 

 

(5) Fair Value of Financial Instruments

ASC 825, Disclosures about Fair Values of Financial Instruments requires 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 estimates are made as of September 30, 2019 and December 31, 2018 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 September 30, 2019 and December 31, 2018 are shown in the following table.

 

   

September 30, 2019

   

December 31, 2018

 
                Fair value hierarchy                       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

  $ 62,507       62,507       62,507                               20,709       20,709       20,709                          

Securities available for sale

    84,852       84,852               84,852                       79,859       79,859               79,859                  

Equity securities

    163       163               163                       121       121               121                  

Loans held for sale

    7,819       7,819               7,819                       3,444       3,444               3,444                  

Loans receivable, net

    583,102       587,285               587,285                       586,688       578,978               578,978                  

Federal Home Loan Bank stock

    853       853               853                       867       867               867                  

Accrued interest receivable

    2,217       2,217               2,217                       2,356       2,356               2,356                  

Financial liabilities:

                                                                                               

Deposits

    659,608       659,604               659,604                       623,352       623,439               623,439                  

Accrued interest payable

    377       377               377                       346       346               346                  

Off-balance sheet financial instruments:

                                                                                               

Commitments to extend credit

    19       19                               183,781       40       40                               146,978  

Commitments to sell loans

    4       4                               25,554       (56 )     (56 )                             7,289  

 

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.

 

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 money market account deposits is the amount payable on demand at the reporting date. The fair value of fixed maturity certificates of deposit are estimated by discounting the future cash flows using the FHLB yield curve to the given maturity date.

 

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 three months ended September 30,

 

(Dollars in thousands)

 

2019

   

2018

 

Securities available for sale:

 

Before tax

   

Tax effect

   

Net of tax

   

Before tax

   

Tax effect

   

Net of tax

 

Net unrealized gains (losses) arising during the period

  $ 206       57       149       (303 )     (85 )     (218 )

Other comprehensive income (loss)

  $ 206       57       149       (303 )     (85 )     (218 )

 

   

For the nine months ended September 30,

 

(Dollars in thousands)

 

2019

   

2018

 

Securities available for sale:

 

Before tax

   

Tax effect

   

Net of tax

   

Before tax

   

Tax effect

   

Net of tax

 

Net unrealized gains (losses) arising during the period

  $ 1,491       416       1,075       (928 )     (258 )     (670 )

Other comprehensive income (loss)

  $ 1,491       416       1,075       (928 )     (258 )     (670 )
                                                 

 

 

 

(7) Securities Available For Sale

The following table shows the gross unrealized losses and fair value 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 September 30, 2019 and December 31, 2018.

                   
   

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

 
                                                                 

September 30, 2019

                                                               

Mortgage-backed securities:

                                                               

Federal National Mortgage Association (FNMA)

    2     $ 5,744       (17 )     0     $ 0       0     $ 5,744       (17 )

Other marketable securities:

                                                               

U.S. Government agency obligations

    1       5,000       (6 )     10       49,894       (97 )     54,894       (103 )

Corporate obligations

    0       0       0       1       108       (1 )     108       (1 )

Corporate preferred stock

    0       0       0       1       665       (35 )     665       (35 )

Total temporarily impaired securities

    3     $ 10,744       (23 )     12     $ 50,667       (133 )   $ 61,411       (156 )
                                                                 

 

   

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, 2018

                                                               

Mortgage-backed securities:

                                                               

FNMA

    0     $ 0       0       2     $ 3,769       (117 )   $ 3,769       (117 )

Federal Home Loan Mortgage Corporation (FHLMC)

    1       4,060       (10 )     0       0       0       4,060       (10 )

Collateralized mortgage obligations:

                                                               

FNMA

    0       0       0       1       190       (9 )     190       (9 )

Other marketable securities:

                                                               

U.S. Government agency obligations

    0       0       0       14       68,735       (1,236 )     68,735       (1,236 )

Municipal obligations

    3       498       (2 )     8       1,467       (8 )     1,965       (10 )

Corporate obligations

    0       0       0       1       172       (1 )     172       (1 )

Corporate preferred stock

    0       0       0       1       560       (140 )     560       (140 )

Total temporarily impaired securities

    4     $ 4,558       (12 )     27     $ 74,893       (1,511 )   $ 79,451       (1,523 )
                                                                 

 

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 impaired securities other than the corporate preferred stock are the result of changes in interest rates. The unrealized losses reported for the corporate preferred stock at September 30, 2019 relates to a single trust preferred security that was issued by the holding company of a small community bank. As of September 30, 2019 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 September 30, 2019. 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 September 30, 2019 and December 31, 2018 is as follows:

 

(Dollars in thousands)

 

Amortized cost

   

Gross unrealized

gains

   

Gross unrealized

losses

   

Fair value

 

September 30, 2019:

                               

Mortgage-backed securities:

                               

FNMA

  $ 13,424       16       (17 )     13,423  

FHLMC

    8,522       60       0       8,582  

Collateralized mortgage obligations:

                               

FNMA

    180       2       0       182  
      22,126       78       (17 )     22,187  

Other marketable securities:

                               

U.S. Government agency obligations

    59,978       41       (103 )     59,916  

Municipal obligations

    1,971       6       0       1,977  

Corporate obligations

    108       0       (1 )     107  

Corporate preferred stock

    700       0       (35 )     665  
      62,757       47       (139 )     62,665  
    $ 84,883       125       (156 )     84,852  
                                 

 

(Dollars in thousands)

 

Amortized cost

   

Gross unrealized

gains

   

Gross unrealized

losses

   

Fair value

 

December 31, 2018

                               

Mortgage-backed securities:

                               

FNMA

  $ 3,886       0       (117 )     3,769  

FHLMC

    4,074       0       (10 )     4,064  

Collateralized mortgage obligations:

                               

FNMA

    199       0       (9 )     190  
      8,159       0       (136 )     8,023  

Other marketable securities:

                               

U.S. Government agency obligations

    69,971       0       (1,236 )     68,735  

Municipal obligations

    2,378       1       (10 )     2,369  

Corporate obligations

    173       0       (1 )     172  

Corporate preferred stock

    700       0       (140 )     560  
      73,222       1       (1,387 )     71,836  
    $ 81,381       1       (1,523 )     79,859  
                                 

 

The following table indicates amortized cost and estimated fair value of securities available for sale at September 30, 2019 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

  $ 45,667       45,642  

Due after one year through five years

    32,938       32,953  

Due after five years through ten years

    5,481       5,495  

Due after ten years

    797       762  

Total

  $ 84,883       84,852  
                 

 

The allocation of mortgage-backed securities 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 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 September 30, 2019 and December 31, 2018 is as follows:

 

(Dollars in thousands)

 

September 30,

2019

   

December 31,

2018

 

Single family

  $ 113,062       110,698  

Commercial real estate:

               

Real estate rental and leasing

    181,904       195,564  

Other

    156,341       140,566  
      338,245       336,130  

Consumer

    73,125       72,532  

Commercial business

    66,330       75,496  

Total loans

    590,762       594,856  

Less:

               

Unamortized discounts

    16       17  

Net deferred loan costs

    (551 )     (535 )

Allowance for loan losses

    8,195       8,686  

Total loans receivable, net

  $ 583,102       586,688  
                 

 

 

(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

 

For the three months ended September 30, 2019:

                                 

Balance, June 30, 2019

  $ 867       4,762       1,632       1,363       8,624  

Provision for losses

    24       (42 )     (37 )     (365 )     (420 )

Charge-offs

    (2 )     0       (46 )     0       (48 )

Recoveries

    0       0       2       37       39  

Balance, September 30, 2019

  $ 889       4,720       1,551       1,035       8,195  
                                         

For the nine months ended September 30, 2019:

                                 

Balance, December 31, 2018

  $ 833       4,869       1,622       1,362       8,686  

Provision for losses

    58       (1,834 )     13       311       (1,452 )

Charge-offs

    (2 )     0       (92 )     (869 )     (963 )

Recoveries

    0       1,685       8       231       1,924  

Balance, September 30, 2019

  $ 889       4,720       1,551       1,035       8,195  
                                         

Allocated to:

                                       

Specific reserves

  $ 98       451       172       73       794  

General reserves

    735       4,418       1,450       1,289       7,892  

Balance, December 31, 2018

  $ 833       4,869       1,622       1,362       8,686  
                                         

Allocated to:

                                       

Specific reserves

  $ 52       459       101       55       667  

General reserves

    837       4,261       1,450       980       7,528  

Balance, September 30, 2019

  $ 889       4,720       1,551       1,035       8,195  
                                         

Loans receivable at December 31, 2018:

                                       

Individually reviewed for impairment

  $ 1,226       1,311       856       303       3,696  

Collectively reviewed for impairment

    109,472       334,819       71,676       75,193       591,160  

Ending balance

  $ 110,698       336,130       72,532       75,496       594,856  
                                         

Loans receivable at September 30, 2019:

                                       

Individually reviewed for impairment

  $ 908       1,291       838       235       3,272  

Collectively reviewed for impairment

    112,154       336,954       72,287       66,095       587,490  

Ending balance

  $ 113,062       338,245       73,125       66,330       590,762  
                                         

 

 

(Dollars in thousands)

 

Single Family

   

Commercial

Real Estate

   

Consumer

   

Commercial

Business

   

Total

 

For the three months ended September 30, 2018:

                                 

Balance, June 30, 2018

  $ 881       5,242       1,623       1,582       9,328  

Provision for losses

    (10 )     (287 )     61       (416 )     (652 )

Charge-offs

    0       0       (16 )     (15 )     (31 )

Recoveries

    0       0       5       182       187  

Balance, September 30, 2018

  $ 871       4,955       1,673       1,333       8,832  
                                         

For the nine months ended September 30, 2018:

                                 

Balance, December 31, 2017

  $ 900       5,073       1,630       1,708       9,311  

Provision for losses

    (6 )     (316 )     169       (329 )     (482 )

Charge-offs

    (24 )     0       (141 )     (270 )     (435 )

Recoveries

    1       198       15       224       438  

Balance, September 30, 2018

  $ 871       4,955       1,673       1,333       8,832  

 

The following table summarizes the amount of classified and unclassified loans at September 30, 2019 and December 31, 2018:

 

   

September 30, 2019

 
   

Classified

   

Unclassified

         

(Dollars in thousands)

 

Special

Mention

   

Substandard

   

Doubtful

   

Loss

   

Total

   

Total

   

Total Loans

 

Single family

  $ 1,134       1,703       36       0       2,873       110,189       113,062  

Commercial real estate:

                                                       

Real estate rental and leasing

    4,905       3,727       0       0       8,632       173,272       181,904  

Other

    4,132       4,683       0       0       8,815       147,526       156,341  

Consumer

    0       739       30       69       838       72,287       73,125  

Commercial business

    5,748       1,857       0       0       7,605       58,725       66,330  
    $ 15,919       12,709       66       69       28,763       561,999       590,762  

 

   

December 31, 2018

 
   

Classified

   

Unclassified

         

(Dollars in thousands)

 

Special

Mention

   

Substandard

   

Doubtful

   

Loss

   

Total

   

Total

   

Total Loans

 

Single family

  $ 150       1,771       40       0       1,961       108,737       110,698  

Commercial real estate:

                                                       

Real estate rental and leasing

    5,564       4,805       0       0       10,369       185,195       195,564  

Other

    4,879       5,118       0       0       9,997       130,569       140,566  

Consumer

    0       709       41       106       856       71,676       72,532  

Commercial business

    6,647       2,761       0       0       9,408       66,088       75,496  
    $ 17,240       15,164       81       106       32,591       562,265       594,856  
                                                         

 

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.

 

 

The aging of past due loans at September 30, 2019 and December 31, 2018 is 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

 

September 30, 2019

                                                       

Single family

  $ 386       78       61       525       112,537       113,062       0  

Commercial real estate:

                                                       

Real estate rental and leasing

    738       0       0       738       181,166       181,904       0  

Other

    531       0       105       636       155,705       156,341       0  

Consumer

    287       40       323       650       72,475       73,125       0  

Commercial business

    589       0       0       589       65,741       66,330       0  
    $ 2,531       118       489       3,138       587,624       590,762       0  

December 31, 2018

                                                       

Single family

  $ 680       325       77       1,082       109,616       110,698       0  

Commercial real estate:

                                                       

Real estate rental and leasing

    0       0       0       0       195,564       195,564       0  

Other

    0       0       0       0       140,566       140,566       0  

Consumer

    391       100       279       770       71,762       72,532       0  

Commercial business

    21       0       0       21       75,475       75,496       0  
    $ 1,092       425       356       1,873       592,983       594,856       0  
                                                         

 

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 September 30, 2019 and December 31, 2018:

 

   

September 30, 2019

   

December 31, 2018

 

(Dollars in thousands)

 

Recorded

Investment

   

Unpaid

Principal

Balance

   

Related

Allowance

   

Recorded

Investment

   

Unpaid

Principal

Balance

   

Related

Allowance

 

Loans with no related allowance recorded:

                                               

Single family

  $ 488       507       0       458       477       0  

Commercial real estate:

                                               

Other

    0       0       0       25       1,682       0  

Consumer

    677       677       0       515       515       0  

Loans with an allowance recorded:

                                               

Single family

    420       420       52       768       768       98  

Commercial real estate:

                                               

Real estate rental and leasing

    188       188       16       201       201       21  

Other

    1,103       1,103       443       1,085       1,085       430  

Consumer

    161       161       101       341       341       172  

Commercial business

    235       787       55       303       854       73  

Total:

                                               

Single family

    908       927       52       1,226       1,245       98  

Commercial real estate:

                                               

Real estate rental and leasing

    188       188       16       201       201       21  

Other

    1,103       1,103       443       1,110       2,767       430  

Consumer

    838       838       101       856       856       172  

Commercial business

    235       787       55       303       854       73  
    $ 3,272       3,843       667       3,696       5,923       794  
                                                 

 

 

The following tables summarize average recorded investment and interest income recognized on impaired loans during the three and nine months ended September 30, 2019 and 2018.

 

   

For the three months ended

September 30, 2019

   

For the nine months ended

September 30, 2019

 

(Dollars in thousands)

 

Average

Recorded

Investment

   

Interest

Income

Recognized

   

Average

Recorded

Investment

   

Interest

Income

Recognized

 

Loans with no related allowance recorded:

                               

Single family

  $ 551       6       499       17  

Commercial real estate:

                               

Other

    0       0       13       0  

Consumer

    612       3       530       17  

Loans with an allowance recorded:

                               

Single family

    579       1       684       2  

Commercial real estate:

                               

Real estate rental and leasing

    191       0       195       0  

Other

    1,061       20       1,065       22  

Consumer

    192       3       241       8  

Commercial business

    248       3       286       8  

Total:

                               

Single family

    1,130       7       1,183       19  

Commercial real estate:

                               

Real estate rental and leasing

    191       0       195       0  

Other

    1,061       20       1,078       22  

Consumer

    804       6       771       25  

Commercial business

    248       3       286       8  
    $ 3,434       36       3,513       74  
                                 

 

   

For the three months ended

September 30, 2018

   

For the nine months ended

September 30, 2018

 

(Dollars in thousands)

 

Average

Recorded

Investment

   

Interest

Income

Recognized

   

Average

Recorded

Investment

   

Interest

Income

Recognized

 

Loans with no related allowance recorded:

                               

Single family

  $ 511       6       467       18  

Commercial real estate:

                               

Real estate rental and leasing

    34       15       34       30  

Other

    95       29       95       77  

Consumer

    608       4       508       14  

Loans with an allowance recorded:

                               

Single family

    840       0       882       0  

Commercial real estate:

                               

Real estate rental and leasing

    105       1       53       7  

Other

    2,327       0       1,821       57  

Consumer

    358       4       409       9  

Commercial business

    318       3       406       12  

Total:

                               

Single family

    1,351       6       1,349       18  

Commercial real estate:

                               

Real estate rental and leasing

    139       16       87       37  

Other

    2,422       29       1,916       134  

Consumer

    966       8       917       23  

Commercial business

    318       3       406       12  
    $ 5,196       62       4,675       224  
                                 

 

At September 30, 2019 and December 31, 2018, non-accruing loans totaled $1.5 million and $2.7 million, respectively, for which the related allowance for loan losses was $0.1 million and $0.7 million, respectively. All of the interest income that was 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 $0.6 million and $0.4 million, at September 30, 2019 and December 31, 2018, respectively. Non-accrual loans also include certain loans that have had terms modified in a TDR.

 

 

The non-accrual loans at September 30, 2019 and December 31, 2018 are summarized as follows:

 

(Dollars in thousands)

 

 

September 30, 2019

   

 

December 31, 2018

 
                 

Single family

  $ 574       730  

Commercial real estate:

               

Real estate rental and leasing

    188       201  

Other

    105       1,110  

Consumer

    513       489  

Commercial business

    99       148  
    $ 1,479       2,678  
                 

 

At September 30, 2019 and December 31, 2018 there were loans included in loans receivable, net, with terms that had been modified in a TDR totaling $2.2 million and $2.5 million, respectively. Of the loans that were restructured in the third quarter of 2019, none were classified but performing, and $0.1 million were non-performing at September 30, 2019. The loans that were restructured in the third quarter of 2018 were not considered material.

 

The following table summarizes TDRs at September 30, 2019 and December 31, 2018:

 

   

 

September 30, 2019

   

 

December 31, 2018

 

(Dollars in thousands)

 

 

Accrual

   

Non-Accrual

   

Total

   

Accrual

   

Non-Accrual

   

Total

 

Single family

  $ 333       253       586       496       140       636  

Commercial real estate

    998       0       998       0       1,110       1,110  

Consumer

    325       184       509       367       155       522  

Commercial business

    137       0       137       155       53       208  
    $ 1,793       437       2,230       1,018       1,458       2,476  
                                                 

 

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 12 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 12 month period. All loans classified as TDRs are considered to be impaired.

 

When a loan is modified as a TDR, there may be a direct, material impact on the loans within the balance sheet, as principal balances may be partially forgiven. The financial effects of TDRs are presented in the following tables and represent the difference between the outstanding recorded balance pre-modification and post-modification, for the three month and nine month periods ended September 30, 2019 and 2018.

 

   

Three Months Ended

September 30, 2019

   

Nine Months Ended

September 30, 2019

 

(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

    0     $ 0       0       3     $ 176       181  

Consumer

    1       58       58       4       118       118  

Total

    1     $ 58       58       7     $ 294       299  
                                                 

 

 

   

Three Months Ended

September 30, 2018

   

Nine Months Ended

September 30, 2018

 

(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

    0     $ 0       0       1     $ 55       58  

Commercial real estate:

                                               

Real estate rental and leasing

    0       0       0       1       54       54  

Other

    0       0       0       2       1,518       1,518  

Consumer

    2       2       2       10       335       336  

Commercial business

    0       0       0       1       70       70  

Total

    2     $ 2       2       15     $ 2,032       2,036  
                                                 

 

There were no loans that were restructured in the 12 months preceding September 30, 2019 and 2018 that subsequently defaulted during the three and nine months ended September 30, 2019 and 2018, respectively.

 

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 to specific reserves as needed. Loans that are not collateral-dependent may have additional reserves established if deemed necessary. The reserves for TDRs were $0.6 million, or 7.2%, of the total $8.2 million in loan loss reserves at September 30, 2019 and $0.6 million, or 7.2%, of the total $8.7 million in loan loss reserves at December 31, 2018.

 

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

 

(Dollars in thousands)

 

Contractual

Principal

Receivable

   

Accretable

Difference

   

Carrying

Amount

 

Purchased performing loans:

                       

Balance at June 30, 2019

  $ 5,842       (157 )     5,685  

Change due to payments/refinances

    (486 )     8       (478 )

Balance at September 30, 2019

  $ 5,356       (149 )     5,207  
                         

 

(Dollars in thousands)

 

Contractual

Principal

Receivable

   

Non-Accretable

Difference

   

Carrying

Amount

 

Purchased credit impaired loans:

                       

Balance at June 30, 2019

  $ 185       (4 )     181  

Change due to payments/refinances

    0       1       1  

Balance at September 30, 2019

  $ 185       (3 )     182  
                         

 

As a result of acquisitions, 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 September 30, 2019 was $0.2 million.

 

No material provision for loan losses was recognized during the period ended September 30, 2019 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 mortgage servicing rights, core deposit intangibles, and goodwill. A summary of mortgage servicing activity is as follows:

 

(Dollars in thousands)

 

Nine Months ended

September 30, 2019

   

Twelve Months ended

December 31, 2018

   

Nine Months ended

September 30, 2018

 

Balance, beginning of period

  $ 1,855       1,724       1,724  

Originations

    674       682       533  

Amortization

    (535 )     (551 )     (412 )

Balance, end of period

  $ 1,994       1,855       1,845  

Fair value of mortgage servicing rights

  $ 2,922       3,901       3,641  
                         

 

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 September 30, 2019.

 

           

Weighted

   

Weighted

         
   

Loan

   

Average

   

Average

         
   

Principal

   

Interest

   

Remaining

   

Number

 

(Dollars in thousands)

 

Balance

   

Rate

   

Term (months)

   

of Loans

 

Original term 30 year fixed rate

  $ 321,139       4.16

%

    307       2,400  

Original term 15 year fixed rate

    90,370       3.20       128       938  

Adjustable rate

    49       4.63       260       2  

 

The gross carrying amount of intangible assets and the associated accumulated amortization at September 30, 2019 and 2018 is presented in the following table. No amortization expense relating to goodwill is recorded as GAAP does not allow goodwill to be amortized, but requires that it be tested for impairment at least annually, or sooner, if there are indications that impairment may exist. Amortization expense for amortizing intangible assets was $0.6 million and $0.5 million for the nine month periods ended September 30, 2019 and 2018, respectively.

 

   

September 30, 2019

 
   

Gross

                 

(Dollars in thousands)

 

Carrying

Amount

   

Accumulated

Amortization

   

Unamortized

Amount

 

Mortgage servicing rights

  $ 4,788       (2,794 )     1,994  

Core deposit intangible

    574       (393 )     181  

Goodwill

    802       0       802  

Total

  $ 6,164       (3,187 )     2,977  

 

   

September 30, 2018

 
   

Gross

                 

 

(Dollars in thousands)

 

Carrying

Amount

   

Accumulated

Amortization

   

Unamortized

Amount

 

Mortgage servicing rights

  $ 4,457       (2,612 )     1,845  

Core deposit intangible

    574       (294 )     280  

Goodwill

    802       0       802  

Total

  $ 5,833       (2,906 )     2,927  
                         

 

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

 

(Dollars in thousands)

 

 

Mortgage
Servicing
Rights

   

 

Core

Deposit
Intangible

   

Total

Amortizing

Intangible

Assets

 

Year ended December 31,

                       

2019

  $ 129       25       154  

2020

    460       99       559  

2021

    413       47       460  

2022

    358       10       368  

2023

    284       0       284  

Thereafter

    350       0       350  

Total

  $ 1,994       181       2,175  
                         

 

 

Projections of amortization are based on existing asset balances and the existing interest rate environment as of September 30, 2019. The Company's actual experience may be significantly different depending upon changes in mortgage interest rates and other market conditions.

 

 

(11) Leases

On January 1, 2019, the Company adopted ASU 2016-02, Leases (Topic 842) and as of September 30, 2019 a $4.2 million right-of-use asset and an offsetting lease payment obligation liability were recorded on the consolidated balance sheet in other assets and other liabilities, respectively.

 

Operating lease right-of-use assets represent our right to use an underlying asset during the lease term and operating lease liabilities represent our obligation to make lease payments arising from the lease. Right-of-use assets and operating lease liabilities are recognized at lease commencement based on the present value of the remaining lease payments using a discount rate that represents the Company’s incremental borrowing rate at the lease commencement date. Because the Company only has operating leases and the right-of-use asset is offset by a lease payment obligation liability, the lease payments are the only amount that is recorded in occupancy expense in the consolidated statements of comprehensive income.

 

The Company’s leases relate to office space and bank branches with remaining lease terms between 35 and 67 months. Certain leases contain extension options which typically range from 3 to 10 years. Because these extension options are not considered reasonably certain of exercise, they are not included in the lease term. As of September 30, 2019, operating lease right-of-use assets and liabilities were $4.2 million.

 

The table below summarizes our net lease cost:

 

(Dollars in thousands)

 

Three Months Ended
September 30, 2019

   

Nine Months Ended
September 30, 2019

 

Operating lease cost

  $ 221       667  
                 

 

The table below summarizes other information related to our operating leases:

 

(Dollars in thousands)

 

Three Months Ended
September 30, 2019

   

Nine Months Ended
September 30, 2019

 

Cash paid for amounts included in the measurement of lease liabilities:

               

Operating cash flows from operating leases

  $ 221       667  

Weighted-average remaining lease term – operating leases, in years

    5.0       5.0  

Weighted-average discount rate – operating leases

    2.19

%

    2.19 %
                 

 

The table below summarizes the maturity of remaining lease liabilities:

 

(Dollars in thousands)

 

 

September 30, 2019

 

2019

  $ 221  

2020

    886  

2021

    895  

2022

    932  

2023

    807  

2024 and thereafter

    743  

Total lease payments

    4,484  

Less: Interest

    (243 )

Present value of lease liabilities

  $ 4,241  
         

 

 

 

(12) 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 share:

 

   

Three Months Ended September 30,

   

Nine Months Ended September 30,

 

(In thousands, except per share data)

 

2019

   

2018

   

2019

   

2018

 

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

    4,614       4,358       4,606       4,296  

Net dilutive effect of:

                               

Restricted stock awards, options, and warrants

    28       252       29       458  

Weighted average number of shares outstanding adjusted for effect of dilutive securities

    4,642       4,610       4,635       4,754  

Income available to common shareholders

  $ 2,076       2,712       6,557       5,884  

Basic earnings per common share

  $ 0.45       0.62       1.42       1.37  

Diluted earnings per common share

  $ 0.45       0.59       1.41       1.24  
                                 

 

 

(13) Regulatory Capital and Oversight

The Company and the Bank are subject to the Basel III regulatory capital requirements. The Basel III requirements, among other things, (i) apply a 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) set forth 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 became fully phased in on 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 its 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 with assets less than $3 billion from the above capital requirements. 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 currently meets 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 quarter ended September 30, 2019 were $743.2 million, its adjusted total assets were $742.0 million, and its risk-weighted assets were $613.2 million. The following table presents the Bank’s capital amounts and ratios at September 30, 2019 for actual capital, required capital, and excess capital, including ratios in order to qualify as being well capitalized under the prompt corrective action 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

   

Amount

   

Percent of

Assets

   

Amount

   

Percent of

Assets

   

Amount

   

Percent of

Assets

 

September 30, 2019

                                                               

Common equity tier 1 capital

  $ 81,642       13.31

%

  $ 27,596       4.50

%

  $ 54,046       8.81

%

  $ 39,861       6.50

%

Tier 1 capital leverage

    81,642       11.00       29,679       4.00       51,963       7.00       37,098       5.00  

Tier 1 risk-based capital

    81,642       13.31       36,795       6.00       44,847       7.31       49,060       8.00  

Total risk-based capital

    89,314       14.56       49,060       8.00       40,254       6.56       61,325       10.00  
                                                                 

 

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. On January 1, 2019, the capital conservation buffer amount increased to 2.50% and is fully phased in. Management believes that, as of September 30, 2019, 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.

 

 

 

(14) Stockholders’ Equity

The Company may repurchase up to $6 million of its common stock under the existing share repurchase program. The Company did not repurchase any shares of its common stock in the open market under the share repurchase program or pay any dividends on its common stock during the three or nine month periods ended September 30, 2019.

 

 

(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 September 30, 2019 were approximately $5.1 million, expire over the next 35 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.

 

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 foreclosure proceedings, collection actions, and other litigation as part of its normal banking activities. Among the various current litigation matters, the Company is involved in a bankruptcy litigation claim where the bankruptcy trustee is attempting to recover $3.7 million related to the principal and interest payments made to the Bank prior to the bankruptcy filing of a former customer of the Bank.

 

The Company examines each legal matter, and, in those situations where it determines that a particular legal matter presents loss contingencies that are both probable and reasonably estimable, establishes an appropriate accrual. In many situations, the Company is not able to estimate reasonably possible losses due to the preliminary nature of the legal matter, as well as a variety of other factors and uncertainties. For those legal matters where the Company is able to estimate a range of reasonably possible losses, management currently estimates that the aggregate range of losses from all of our outstanding litigation is from $0 to $1.4 million in excess of the amounts accrued, if any. This estimated aggregate range is based on an assessment of the information currently available to the Company and the actual aggregate losses could be higher. However, the Company does not believe these losses are probable to occur at this time. The Company reassesses all of its potential loss positions based on the available information each quarter and the estimated range of reasonably possible losses may change in the future. The Company typically vigorously pursues all available defenses related to litigation but may consider other alternatives, including settlement, in situations where there is an opportunity to resolve a legal matter on terms that are considered to be favorable to the Company when considering the continued expense and distraction of defending against any particular legal action.

 

Based on the Company’s current understanding of all of the outstanding legal matters, management does not believe that judgments or settlements arising from any pending or threatened litigation, individually or in the aggregate, would have a material adverse effect on the consolidated financial condition or results of operations. However, litigation is unpredictable and the actual results of litigation cannot be determined with any certainty. Therefore, the ultimate aggregate resolution of any, or all, of the current outstanding legal matters could have a material adverse effect on the Company’s results of operations in the future.

 

 

(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 nine months ended September 30, 2019:

                               

Interest income - external customers

  $ 24,029       2       (2 )     24,029  

Non-interest income - external customers

    5,939       0       0       5,939  

Intersegment non-interest income

    176       7,015       (7,191 )     0  

Interest expense

    2,427       0       (2 )     2,425  

Provision for loan losses

    (1,452 )     0       0       (1,452 )

Non-interest expense

    19,363       574       (176 )     19,761  

Income tax expense

    2,791       (114 )     0       2,677  

Net income

    7,015       6,557       (7,015 )     6,557  

Total assets

    762,445       91,388       (90,605 )     763,228  
                                 

At or for the nine months ended September 30, 2018:

                               

Interest income - external customers

  $ 22,584       0       0       22,584  

Non-interest income - external customers

    5,766       0       0       5,766  

Intersegment non-interest income

    164       6,328       (6,492 )     0  

Interest expense

    1,583       0       0       1,583  

Provision for loan losses

    (482 )     0       0       (482 )

Non-interest expense

    18,703       542       (164 )     19,081  

Income tax expense

    2,382       (98 )     0       2,284  

Net income

    6,328       5,884       (6,328 )     5,884  

Total assets

    737,289       79,228       (79,072 )     737,445  
                                 

At or for the quarter ended September 30, 2019:

                               

Interest income - external customers

  $ 7,998       2       (2 )     7,998  

Non-interest income - external customers

    2,227       0       0       2,227  

Intersegment non-interest income

    59       2,235       (2,294 )     0  

Interest expense

    908       0       (2 )     906  

Provision for loan losses

    (420 )     0       0       (420 )

Non-interest expense

    6,604       202       (59 )     6,747  

Income tax expense

    957       (41 )     0       916  

Net income

    2,235       2,076       (2,235 )     2,076  

Total assets

    762,445       91,388       (90,605 )     763,228  
                                 

At or for the quarter ended September 30, 2018:

                               

Interest income - external customers

  $ 7,970       0       0       7,970  

Non-interest income - external customers

    1,936       0       0       1,936  

Intersegment non-interest income

    59       2,864       (2,923 )     0  

Interest expense

    587       0       0       587  

Provision for loan losses

    (652 )     0       0       (652 )

Non-interest expense

    6,087       186       (59 )     6,214  

Income tax expense

    1,079       (34 )     0       1,045  

Net income

    2,864       2,712       (2,864 )     2,712  

Total assets

    737,289       79,228       (79,072 )     737,445  
                                 

 

 

 

Item 2:

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 Exchange Commission (SEC) 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, maintaining net interest margins, reducing non-performing assets, and generating improved financial results (including profitability); 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 anticipated results of litigation and our assessment of the impact on our financial statements; 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 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 continued 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 traditional and 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; domestic and 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 Forms 10-K and 10-Q with the SEC. 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, 2018 and Part II, Item 1A of its subsequently filed quarterly reports on Form 10-Q. 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, data processing costs, other non-interest expenses 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.

 

 

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 and recording loan charge-offs. 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.

 

 

RESULTS OF OPERATIONS FOR THE THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2019 COMPARED TO THE SAME PERIODS ENDED SEPTEMBER 30, 2018

 

Net Income

Net income was $2.1 million for the third quarter of 2019, a decrease of $0.6 million, compared to net income of $2.7 million for the third quarter of 2018. Diluted earnings per share for the third quarter of 2019 was $0.45, a decrease of $0.14 per share, compared to diluted earnings per share of $0.59 for the third quarter of 2018. The decrease in net income between the periods was primarily because of a $0.5 million increase in non-interest expenses primarily related to increased compensation and professional services costs, a $0.3 million decrease in net interest income due to an increase in the average rates paid on deposits, and a $0.3 million increase in the loan loss provision. These decreases in net income were partially offset by a $0.4 million increase in the gain on sales of loans between the periods and a $0.1 million decrease in income tax expense as a result of the decreased pre-tax income between the periods.

 

 

Net income was $6.6 million for the nine month period ended September 30, 2019, an increase of $0.7 million, or 11.4%, compared to net income of $5.9 million for the nine month period ended September 30, 2018. Diluted earnings per share for the nine month period ended September 30, 2019 was $1.41, an increase of $0.17 per share, compared to diluted earnings per share of $1.24 for the same period in 2018. The increase in net income between the periods was primarily because of a $1.0 million decrease in the provision for loan losses, a $0.6 million increase in net interest income, and a $0.2 million increase in the gain on sales of loans. These increases in net income were partially offset by a $0.4 million increase in compensation expense related to the increased mortgage loan production and annual salary increases, a $0.4 million increase in income tax expense as a result of the increased pre-tax income, and a $0.2 million increase in professional services expenses between the periods.

 

Net Interest Income

Net interest income was $7.1 million for the third quarter of 2019, a decrease of $0.3 million, or 3.9%, from $7.4 million for the third quarter of 2018. Interest income was $8.0 million for the third quarter of 2019, the same as for the third quarter of 2018. Interest income remained flat despite the increase in the average federal funds rate between the periods as competitive pricing in our markets did not allow for increased loan rates when the federal funds rate increased in the fourth quarter of 2018. The average yield earned on interest-earning assets was 4.47% for the third quarter of 2019, the same as for the third quarter of 2018.

 

Interest expense was $0.9 million for the third quarter of 2019, an increase of $0.3 million, or 54.3%, from $0.6 million for the third quarter of 2018. The average interest rate paid on interest-bearing liabilities and non-interest-bearing deposits was 0.56% for the third quarter of 2019, an increase of 20 basis points from 0.36% for the third quarter of 2018. The increase in the interest paid on interest-bearing liabilities was primarily because of the increase in the average federal funds rate between the periods which increased the cost of deposits between the periods.

 

Net interest margin (net interest income divided by average interest-earning assets) for the third quarter of 2019 was 3.97%, a decrease of 17 basis points, compared to 4.14% for the third quarter of 2018. The decrease in the net interest margin is primarily related to the increase in interest expense as a result of an increase in the average federal funds rate between the periods while rates on interest earning assets remained flat.

 

Net interest income was $21.6 million for the first nine months of 2019, an increase of $0.6 million, or 2.9%, from $21.0 million for the same period in 2018. Interest income was $24.0 million for the nine month period ended September 30, 2019, an increase of $1.4 million, or 6.4%, from $22.6 million for the same nine month period in 2018. Interest income increased primarily because of the higher interest amounts earned on interest-earning assets as a result of the increase in the average federal funds rate between the periods. Interest income also increased $0.3 million because of an increase in the amount of yield enhancements recognized between the periods on non-accruing loans that were paid off. The average yield earned on interest-earning assets was 4.60% for the nine month period ended September 30, 2019, an increase of 28 basis points from 4.32% for the same nine month period in 2018. The average yield earned on the average interest-earning assets increased 5 basis points as a result of the change in yield enhancements recognized between the periods.

 

Interest expense was $2.4 million for the first nine months of 2019, an increase of $0.8 million, or 53.2%, compared to $1.6 million in the first nine months of 2018. The average interest rate paid on interest-bearing liabilities and non-interest-bearing deposits was 0.51% for the first nine months of 2019, an increase of 18 basis points from 0.33% for the first nine months of 2018. The increase in the interest paid on non-interest and interest-bearing liabilities was primarily because of the increase in the average federal funds rate between the periods which increased the cost of deposits.

 

Net interest margin (net interest income divided by average interest-earning assets) for the first nine months of 2019 was 4.14%, an increase of 12 basis points, compared to 4.02% for the first nine months of 2018. The increase in the net interest margin is primarily related to the increase in interest income between the periods as a result of the increase in the average federal funds rate.

 

 

A summary of the Company’s net interest margin for the three and nine month periods ended September 30, 2019 and 2018 is as follows:

 

   

For the three-month period ended

 
   

September 30, 2019

   

September 30, 2018

 

(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

  $ 80,286       365       1.80

%

  $ 79,755       337       1.68

%

Loans held for sale

    3,557       43       4.72       1,757       24       5.45  

Single family loans, net

    115,844       1,236       4.23       112,221       1,154       4.08  

Commercial loans, net

    398,674       5,229       5.20       399,517       5,349       5.31  

Consumer loans, net

    73,788       920       4.95       72,257       914       5.02  

Other

    37,355       205       2.18       42,344       192       1.80  

Total interest-earning assets

  $ 709,504       7,998       4.47     $ 707,851       7,970       4.47  
                                                 

Interest-bearing liabilities and non-interest-bearing deposits:

                                               

Checking accounts

    93,024       23       0.10       84,491       19       0.09  

Savings accounts

    80,269       16       0.08       78,191       16       0.08  

Money market accounts

    173,606       303       0.69       204,599       221       0.43  

Certificates

    127,888       564       1.75       115,620       331       1.14  

Total interest-bearing liabilities

  $ 474,787                     $ 482,901                  

Non-interest checking

    166,972                       160,410                  

Other non-interest bearing deposits

    2,415                       1,709                  

Total interest-bearing liabilities and non-interest-bearing deposits

  $ 644,174       906       0.56     $ 645,020       587       0.36  

Net interest income

            7,092                       7,383          

Net interest rate spread

                    3.91

%

                    4.11

%

Net interest margin

                    3.97

%

                    4.14

%

                                                 

 

 

   

For the nine-month period ended

 
   

September 30, 2019

   

September 30, 2018

 

(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

  $ 79,163       1,051       1.77

%

  $ 79,436       990       1.67

%

Loans held for sale

    2,417       82       4.51       1,739       62       4.80  

Single family loans, net

    115,162       3,744       4.35       112,252       3,412       4.06  

Commercial loans, net

    402,469       15,966       5.30       401,850       15,076       5.02  

Consumer loans, net

    73,384       2,805       5.11       72,238       2,675       4.95  

Other

    24,886       381       2.05       30,964       369       1.59  

Total interest-earning assets

  $ 697,481       24,029       4.60     $ 698,479       22,584       4.32  
                                                 

Interest-bearing liabilities and non-interest-bearing deposits:

                                               

Checking accounts

    95,748       73       0.10       87,468       41       0.06  

Savings accounts

    79,599       47       0.08       78,075       46       0.08  

Money market accounts

    174,565       878       0.67       198,149       610       0.41  

Certificates

    120,376       1,420       1.58       114,412       884       1.03  

Advances and other borrowings

    384       7       2.54       188       2       1.71  

Total interest-bearing liabilities

  $ 470,672                     $ 478,292                  

Non-interest checking

    159,820                       156,026                  

Other non-interest bearing deposits

    2,030                       1,567                  

Total interest-bearing liabilities and non-interest-bearing deposits

  $ 632,522       2,425       0.51     $ 635,885       1,583       0.33  

Net interest income

            21,604                       21,001          

Net interest rate spread

                    4.09

%

                    3.99

%

Net interest margin

                    4.14

%

                    4.02

%

                                                 

 

 

Provision for Loan Losses

The provision for loan losses was ($0.4) million for the third quarter of 2019, an increase of $0.3 million from the ($0.7) million provision for loan losses for the third quarter of 2018. The credit provision amount for the period was primarily the result of certain adversely classified commercial loans being paid off during the period. These payoffs, combined with the continued improvement in the credit quality of the loan portfolio, resulted in a reduction of the overall allowance for loan losses required between the periods.

 

The provision for loan losses was ($1.5) million for the first nine months of 2019, a decrease of $1.0 million compared to the ($0.5) million provision for loan losses for the first nine months of 2018. The credit provision amount for the period was primarily the result of the increase in net recoveries received during the nine month period ended September 30, 2019 when compared to the same period of 2018. The net recoveries, combined with the continued improvement in the credit quality of the loan portfolio, resulted in a reduction of the overall allowance for loan losses required between the periods.

 

A reconciliation of the Company’s allowance for loan losses for the three and nine month periods ended September 30, 2019 and 2018 is summarized as follows:

 

   

Three months ended September 30,

 

(Dollars in thousands)

 

2019

   

2018

 

Balance at June 30,

  $ 8,624     $ 9,328  

Provision

    (420 )     (652 )

Charge offs:

               

Single family

    (2 )     0  

Consumer

    (46 )     (16 )

Commercial business

    0       (15 )

Recoveries

    39       187  

Balance at September 30,

  $ 8,195     $ 8,832  
                 

Allocated to:

               

General allowance

  $ 7,528     $ 7,771  

Specific allowance

    667       1,061  
    $ 8,195     $ 8,832  
                 

 

   

Nine months ended September 30,

 

(Dollars in thousands)

 

2019

   

2018

 

Balance at January 1,

  $ 8,686     $ 9,311  

Provision

    (1,452 )     (482 )

Charge offs:

               

Single family

    (2 )     (24 )

Consumer

    (92 )     (141 )

Commercial business

    (869 )     (270 )

Recoveries

    1,924       438  

Balance at September 30,

  $ 8,195     $ 8,832  
                 

 

Non-Interest Income

Non-interest income was $2.2 million for the third quarter of 2019, an increase of $0.3 million, or 15.0%, from $1.9 million for the third quarter of 2018. Gain on sales of loans increased $0.4 million between the periods primarily because of an increase in single family loan sales. Fees and service charges decreased $0.1 million due to a decrease in the loan commitment fees earned between the periods. Loan servicing fees decreased slightly between the periods due to a decrease in the commercial loans servicing fees earned.

 

Non-interest income was $5.9 million for the first nine months of 2019, an increase of $0.1 million, or 3.0%, from $5.8 million for the same period of 2018. Gain on sales of loans increased $0.2 million between the periods primarily because of an increase in single family loan sales. Other non-interest income increased $0.1 million due primarily to an increase in the gains recognized on equity securities between the periods. Fees and service charges decreased $0.1 million due to a decrease in the loan commitment fees earned between the periods. Loan servicing fees increased slightly between the periods due to an increase in single family loan servicing fees earned.

 

 

Non-Interest Expense

Non-interest expense was $6.7 million for the third quarter of 2019, an increase of $0.5 million, or 8.6%, from $6.2 million for the third quarter of 2018. Compensation and benefits expense increased $0.3 million primarily because of annual salary increases and an increase in the compensation paid as a result of the increased mortgage loan production between the periods. Professional services expense increased $0.1 million due primarily to an increase in legal expenses between the periods. Other non-interest expense increased $0.1 million due primarily to an increase in mortgage loan servicing expenses caused by the increase in serviced loans that were refinanced between the periods. Occupancy and equipment costs increased $0.1 million between the periods due to an increase in depreciation and maintenance costs.

 

Non-interest expense was $19.8 million for the first nine months of 2019, an increase of $0.7 million, or 3.6%, from $19.1 million for the same period of 2018. Compensation and benefits expense increased $0.4 million primarily because of annual salary increases and an increase in the compensation paid as a result of the increased mortgage loan production between the periods. Professional services expense increased $0.2 million due primarily to an increase in legal expenses between the periods. Other non-interest expense increased slightly due to an increase in mortgage loan servicing expenses caused by the increase in serviced loans that were refinanced between the periods. Occupancy and equipment costs increased slightly between the periods due to an increase in depreciation and maintenance costs.

 

Income Taxes

Income tax expense was $0.9 million for the third quarter of 2019, a decrease of $0.1 million from $1.0 million for the third quarter of 2018. Income tax expense was $2.7 million for the first nine months of 2019, an increase of $0.4 million from $2.3 million for the first nine months of 2018. The change in income tax expense between the periods is primarily the result of a change in pre-tax income.

 

 

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 and December 31, 2018.

 

   

September 30,

   

June 30,

   

December 31,

 

(Dollars in thousands)

 

2019

   

2019

   

2018

 

Non-Performing Loans:

                       

Single family

  $ 574     $ 854     $ 730  

Commercial real estate

    293       1,212       1,311  

Consumer

    513       458       489  

Commercial business

    99       144       148  

Total

    1,479       2,668       2,678  
                         

Foreclosed and Repossessed Assets:

                       

Single family

    166       30       0  

Commercial real estate

    414       414       414  

Consumer

    0       12       0  

Total non-performing assets

  $ 2,059     $ 3,124     $ 3,092  

Total as a percentage of total assets

    0.27

%

    0.43

%

    0.43

%

Total non-performing loans

  $ 1,479     $ 2,668     $ 2,678  

Total as a percentage of total loans receivable, net

    0.25

%

    0.45

%

    0.46

%

Allowance for loan losses to non-performing loans

    554.16

%

    323.18

%

    324.27

%

                         

Delinquency Data:

                       

Delinquencies (1)

                       

30+ days

  $ 2,541     $ 1,991     $ 1,453  

90+ days

    0       0       0  

Delinquencies as a percentage of loan portfolio (1)

                       

30+ days

    0.42

%

    0.33

%

    0.24

%

90+ days

    0.00

%

    0.00

%

    0.00

%

                         

(1) Excludes non-accrual loans.

 

Total non-performing assets were $2.1 million at September 30, 2019, a decrease of $1.0 million, or 34.1%, from $3.1 million at June 30, 2019 and a decrease of $1.0 million, or 33.4%, from $3.1 million at December 31, 2018. Non-performing loans decreased $1.2 million and foreclosed and repossessed assets increased $0.2 million for both the three and nine month periods of 2019. The decrease in the non-performing loans was primarily related to a $1.3 million non-performing loan relationship that was reclassified as an accruing loan during the third quarter of 2019.

 

 

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 ended September 30, 2019.

 

 

LIQUIDITY AND CAPITAL RESOURCES

For the nine months ended September 30, 2019, the net cash provided by operating activities was $8.1 million. The Company received $10.4 million from maturing or called securities, $1.3 million from principal repayments on securities, $1.1 million from the redemption of FHLB stock, and $0.2 million from the sale of premises and equipment. The Company purchased $1.0 million in FHLB stock and paid $1.7 million for the purchase of premises and equipment. Net loans receivable decreased $1.0 million, customer escrows increased $1.5 million, and the Company had a net increase in deposit balances of $36.3 million. The Company also received and repaid $26.0 million in borrowings.

 

The Company has certificates of deposits with outstanding balances of $80.3 million that mature 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 outflow from certificates that do not renew will be replaced with other deposits or FHLB advances. Federal Reserve Bank borrowings or proceeds from the sale of securities could also be used to fund unanticipated outflows of certificates of deposits.

 

The Company had four deposit customers that individually had aggregate deposits greater than $5.0 million as of September 30, 2019. The $45.9 million in funds held by these customers may be withdrawn at any time, but management believes 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. Federal Reserve Bank 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 $187.0 million from the FHLB at September 30, 2019, 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 Federal Reserve Bank and the Bank could borrow additional funds from the Federal Reserve Bank based on the increased collateral levels or obtain additional deposits.

 

The Company’s primary source of cash is dividends from the Bank. At September 30, 2019, the Company had $7.7 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.

 

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 market value to 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 September 30, 2019.

 

   

Market Value

 
(Dollars in thousands)                                    

Basis point change in interest rates

    -200       -100       0    

+100

   

+200

 

Total market risk sensitive assets

  $ 772,714       765,786       752,957       742,858       728,588  

Total market risk sensitive liabilities

    748,172       698,133       654,329       615,692       582,926  

Off-balance sheet financial instruments

    209       85       0       (243 )     (446 )

Net market risk

  $ 24,333       67,568       98,628       127,409       146,108  

Percentage change from current market value

    (75.33

)%

    (31.49

)%

    0.00

%

    29.18

%

    48.14

%

                                         

 

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 2% 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 5% and 59%, 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 retail money market accounts were assumed to decay at an annual rate of 6% and 9%, respectively. Retail checking accounts were assumed to decay at an annual rate of 11%. Commercial checking and money market accounts were assumed to decay at annual rates of 20% 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 is less than 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 the Company’s 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 September 30, 2020 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

    $ 2,315       8.38

%

+100

      1,169       4.23  
0       0       0.00  
-100       (1,442 )     (5.22 )
-200       (3,071 )     (11.12 )

 

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 higher to the same extent in the next twelve months. The decrease in interest income in a declining rate environment is primarily because there are more loans and investments that would re-price to lower interest rates than there are deposits that would be able to be re-priced lower to the same extent 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, fund, 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 SEC 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.

 

 

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. See Note 15- Commitments and Contingencies of the Notes to the Consolidated Financial Statements for more information.

 

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, 2018. 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, 2018.

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

(a) Not applicable.

(b) Not applicable.

(c) On November 28, 2018, the Board of Directors announced a new share repurchase program pursuant to which the Company may purchase shares of its common stock for an aggregate purchase price not to exceed $6 million. The share repurchase program does not obligate the Company to purchase any shares and has no set expiration date. No shares were repurchased by the Company during the three or nine month periods ended September 30, 2019.

 

Item 3.

Defaults Upon Senior Securities.

None.

 

Item 4.

Mine Safety Disclosures.

Not applicable.

 

Item 5.

Other Information.

None.

  

 

Item 6.          Exhibits.

 

 

INDEX TO EXHIBITS

 

Exhibit

 

Filing

Number

Exhibit

Status

     

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 September 30, 2019, filed with the SEC on November 1, 2019, formatted in Extensible Business Reporting Language (XBRL); (i) the Consolidated Balance Sheets at September 30, 2019 and December 31, 2018, (ii) the Consolidated Statements of Comprehensive Income for the Three Month and Nine Month Periods Ended September 30, 2019 and 2018, (iii) the Consolidated Statements of Stockholders’ Equity for the Three and Nine Month Periods Ended September 30, 2019 and 2018, (iv) the Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2019 and 2018, and (v) Notes to Consolidated Financial Statements.

Filed Electronically

 

 

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: November 1, 2019   

 By:     /s/ Bradley Krehbiel

            Bradley Krehbiel, President and Chief Executive Officer

            (Principal Executive Officer)

   
   
   
Date: November 1, 2019

By:      /s/ Jon Eberle

            Jon Eberle,

            Senior Vice President, Chief Financial Officer, and Treasurer

            (Principal Financial Officer)

 

37