UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported): January
23, 2012
HMN Financial, Inc.
(Exact
name of registrant as specified in its charter)
Delaware |
0-24100 |
41-1777397 |
||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
1016 Civic Center Drive Northwest PO Box 6057 Rochester, Minnesota |
55903-6057 |
|
(Address of principal executive offices) |
(Zip Code) |
Registrant's telephone number, including area code (507) 535-1200
|
||
(Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions
⃞
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
⃞
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
⃞
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
⃞
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 2.02. Results of Operation and Financial Condition.
On January 23, 2012, HMN Financial, Inc. (the “Company”) issued a press release that included financial information for its quarter ended December 31, 2012. A copy of the press release is attached as Exhibit 99 to this Form 8-K and incorporated by reference into this Item 2.02. The information included in the press release is to be considered furnished under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On January 24, 2012, the Compensation Committee of the Board of Directors of HMN Financial, Inc. (the “Company”), approved a grant of discretionary cash retention awards to certain executive officers and other employees of the Company and its wholly owned subsidiary, Home Federal Savings Bank (the “Bank”). The grant of these awards is subject to approval of the Company’s and the Bank’s primary regulator, the Office of the Comptroller of the Currency (the “OCC”).
These awards, which are payable in three equal annual installments, are for the purpose of retaining the persons who will receive these awards. An employee will vest in an installment if the employee remains employed on December 31 of each year and has been continuously employed throughout the year, or else has died or become disabled during the calendar year. The vested portion of the cash retention award will be paid to the employee by normal payroll on January 31 in the year following the year in which vesting occurs. The executive officers who have been designated for an award and the aggregate amount payable pursuant to the award are as follows: Dwain C. Jorgensen, Senior Vice President of Facilities and Compliance of the Company and Bank, $5,738 ($1,912.66 on January 31 in 2013, and $1,912.67 on January 31, 2014 and 2015); Susan K. Kolling, Senior Vice President of the Company and the Bank, $9,494 ($3,164.66 on January 31 in 2013, and $3,164.67 on January 31, 2014 and 2015).
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit Number |
Description |
||
|
99 | Press Release dated January 23, 2012 |
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 hereunto duly authorized.
HMN Financial, Inc. |
|||
(Registrant) |
|||
Date: | January 27, 2012 |
/s/ Jon Eberle |
|
Jon Eberle |
|||
Senior Vice President, |
|||
Chief Financial Officer and |
Index to Exhibits
Exhibit No. |
Description |
|
Exhibit 99 |
Press Release dated January 23, 2012 |
Exhibit 99.1
HMN Financial, Inc. Announces Fourth Quarter Results
ROCHESTER, Minn.--(BUSINESS WIRE)--January 23, 2012--HMN Financial, Inc. (NASDAQ:HMNF):
Fourth Quarter Highlights
Annual Highlights
LOSS SUMMARY | Three Months Ended | Year Ended | ||||||||||||||||||||
December 31, | December 31, | |||||||||||||||||||||
(dollars in thousands, except per share amounts) | 2011 | 2010 | 2011 | 2010 | ||||||||||||||||||
Net loss | $ | (7,626 | ) | (9,932 | ) | $ | (11,555 | ) | (28,978 | ) | ||||||||||||
Net loss available to | ||||||||||||||||||||||
common stockholders | (8,085 | ) | (10,381 | ) | (13,376 | ) | (30,762 | ) | ||||||||||||||
Diluted loss per common share | (2.08 | ) | (2.73 | ) | (3.47 | ) | (8.17 | ) | ||||||||||||||
Loss on average assets | (3.75 | ) |
% |
(4.41 |
) |
% | (1.39 | ) |
% |
(2.98 |
) |
% | ||||||||||
Loss on average common equity | (45.87 | ) |
% |
(49.64 |
) |
% |
(16.94 | ) |
% |
(31.73 |
) |
% |
||||||||||
Book value per common share | $ | 7.36 | 10.51 | $ | 7.36 | 10.51 | ||||||||||||||||
HMN Financial, Inc. (HMN or the Company) (NASDAQ:HMNF), the $790 million
holding company for Home Federal Savings Bank (the Bank), today reported
a net loss of $7.6 million for the fourth quarter of 2011, a $2.3
million improvement from the net loss of $9.9 million for the fourth
quarter of 2010. Net loss available to common shareholders for the
fourth quarter of 2011 was $8.1 million, an improvement of $2.3 million,
from the net loss available to common shareholders of $10.4 million for
the fourth quarter of 2010. Diluted loss per common share for the fourth
quarter of 2011 was $2.08, an improvement of $0.65 from the diluted loss
per common share of $2.73 for the fourth quarter of 2010. The decrease
in the net loss in the fourth quarter of 2011 is due primarily to a $2.9
million decrease in the provision for loan losses between the periods.
The provision for loan losses decreased primarily because fewer write
downs on commercial real estate loans were recorded in the fourth
quarter of 2011 when compared to the fourth quarter of 2010. The
provision also decreased because of the $127 million decrease in the
loan portfolio between the periods.
President’s Statement
“The operating results for the
fourth quarter of 2011 reflect the challenging economic environment that
continues to have a negative impact on commercial real estate values and
our provision for loan losses,” said Brad Krehbiel, President of HMN.
“We are encouraged by the results of our ongoing efforts to improve
credit quality in our commercial loan portfolio as evidenced by the
positive trend of declining non-performing assets. We will continue to
focus our efforts on further reducing these non-performing assets while,
at the same time, increasing our core deposit relationships, and
reducing expenses.”
Fourth Quarter Results
Net Interest Income
Net interest income was $6.9 million for
the fourth quarter of 2011, a decrease of $0.4 million, or 5.6%,
compared to $7.3 million for the fourth quarter of 2010. Interest income
was $9.2 million for the fourth quarter of 2011, a decrease of $1.6
million, or 15.0%, from $10.8 million for the same period in 2010.
Interest income decreased between the periods primarily because of an
$84 million decrease in the average interest-earning assets and a
decrease in the average yields between the periods. Average
interest-earning assets decreased between the periods primarily because
of a decrease in the commercial loan portfolio, which occurred because
of declining loan demand and the Company’s focus on improving credit
quality, managing net interest margin and improving capital ratios. The
average yield earned on interest-earning assets was 4.75% for the fourth
quarter of 2011, a decrease of 29 basis points from the 5.04% average
yield for the fourth quarter of 2010. The decrease in yield is the
result of the lower interest rate environment that existed during the
fourth quarter of 2011 when compared to the fourth quarter of 2010.
Interest expense was $2.3 million for the fourth quarter of 2011, a decrease of $1.2 million, or 34.3%, compared to $3.5 million for the fourth quarter of 2010. Interest expense decreased primarily because of a $73 million decrease in the average interest-bearing liabilities between the periods. The decrease in the average interest-bearing liabilities is primarily the result of a decrease in outstanding borrowings and brokered deposits between the periods. The decrease in borrowings and brokered deposits between the periods was the result of using the proceeds from loan principal payments to fund maturing borrowings and brokered deposits. Interest expense also decreased because of the lower rates paid on retail money market accounts and certificates of deposits. The decreased rates were the result of the lower interest rate environment that existed during the fourth quarter of 2011 when compared to the fourth quarter of 2010. The average interest rate paid on interest-bearing liabilities was 1.26% for the fourth quarter of 2011, a decrease of 48 basis points from the 1.74% average rate paid in the fourth quarter of 2010. Net interest margin (net interest income divided by average interest-earning assets) for the fourth quarter of 2011 was 3.55%, an increase of 16 basis points, compared to 3.39% for the fourth quarter of 2010.
Provision for Loan Losses
The provision for loan losses was
$7.6 million for the fourth quarter of 2011, a decrease of $2.9 million,
or 27.8%, from $10.5 million for the fourth quarter of 2010. The
provision decreased primarily because of fewer write downs on commercial
real estate loans between the periods. These decreases in the provision
were partially offset by an increase in the general reserves required
for other risk rated commercial loans as a result of our quarterly
internal loan portfolio analysis. Total non-performing assets were $50.6
million at December 31, 2011, a decrease of $9.4 million, or 15.6%, from
$60.0 million at September 30, 2011. Non-performing loans decreased $4.9
million and foreclosed and repossessed assets decreased $4.5 million
during the fourth quarter of 2011. The non-performing loan and
foreclosed and repossessed asset activity for the fourth quarter of 2011
was as follows:
(Dollars in thousands) |
||||||||||||||
Non-performing loans | Foreclosed and repossessed assets | |||||||||||||
September 30, 2011 | $ | 38,858 | September 30, 2011 | $ | 21,144 | |||||||||
Classified as non-performing | 11,964 | Transferred from non-performing loans | 49 | |||||||||||
Charge offs | (11,596 | ) | Other foreclosures/repossessions | 0 | ||||||||||
Principal payments received | (4,939 | ) | Real estate sold | (2,062 | ) | |||||||||
Classified as accruing | (245 | ) | Net gain on sale of assets | 254 | ||||||||||
Transferred to real estate owned | (49 | ) | Write downs | (2,769 | ) | |||||||||
December 31, 2011 | $ | 33,993 | December 31, 2011 | $ | 16,616 | |||||||||
A reconciliation of the allowance for loan losses for the fourth quarters of 2011 and 2010 is summarized as follows:
(Dollars in thousands) | 2011 | 2010 | |||||||||
Balance at September 30, | $ | 25,690 | $ | 33,490 | |||||||
Provision | 7,609 | 10,542 | |||||||||
Charge offs: | |||||||||||
Commercial real estate | (6,710 | ) | (571 | ) | |||||||
Commercial business | (4,787 | ) | (1,203 | ) | |||||||
Consumer | (41 | ) | (111 | ) | |||||||
One-to-four family | (58 | ) | (86 | ) | |||||||
Recoveries | 2,185 | 767 | |||||||||
Balance at December 31, | $ | 23,888 | $ | 42,828 | |||||||
Unallocated allowance | $ | 18,104 | $ | 17,794 | |||||||
Allocated allowance | 5,784 | 25,034 | |||||||||
$ | 23,888 | $ | 42,828 | ||||||||
Charge offs increased and the allocated allowance decreased in the fourth quarter of 2011 when compared to the same period in 2010 due primarily to the modification of our charge off policy on non-performing loans secured by real estate in the fourth quarter of 2011, which required the charge off of previously established specific valuation allowances (SVAs).
Previously, when a collateral-dependent loan was characterized as a
loss, the Company typically established an SVA based on the estimated
fair value of the underlying collateral, less any related selling costs
and the actual charge off of the loan was not recorded until the
foreclosure process was complete. The gross loan balance for these
non-performing loans was reported as an outstanding loan with any
associated SVAs included in the financial statements as part of the
allowance for loan losses. Under the modified policy, which is also
acceptable under Generally Accepted Accounting Principles, SVAs are no
longer recognized and any losses on loans secured by real estate are
charged off in the period the loans, or portion thereof, are deemed
uncollectible. The change in policy resulted in additional charge offs
in the fourth quarter of 2011 of $9.6 million. All of these charge offs
were previously included in the Company’s loss history as part of the
evaluation of the allowance for loan losses. Therefore, the additional
charge offs did not affect the Company’s provision for loan losses or
net income for the period.
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, 2010.
December 31, | September 30, | December 31, | |||||||||||||
(Dollars in thousands) | 2011 | 2011 | 2010 | ||||||||||||
Non-Accruing Loans: | |||||||||||||||
One-to-four family real estate | $ | 4,435 | $ | 2,930 | $ | 4,844 | |||||||||
Commercial real estate | 22,658 | 24,392 | 36,737 | ||||||||||||
Consumer | 699 | 460 | 224 | ||||||||||||
Commercial business | 6,201 | 11,076 | 26,269 | ||||||||||||
Total | 33,993 | 38,858 | 68,074 | ||||||||||||
Other assets | |||||||||||||||
Foreclosed and Repossessed Assets: | |||||||||||||||
One-to-four family real estate | 352 | 1,003 | 972 | ||||||||||||
Consumer | 0 | 0 | 14 | ||||||||||||
Commercial real estate | 16,264 | 20,141 | 15,409 | ||||||||||||
Total non-performing assets | $ | 50,609 | $ | 60,002 | $ | 84,469 | |||||||||
Total as a percentage of total assets | 6.40 | % | 7.33 | % | 9.59 | % | |||||||||
Total non-performing loans | $ | 33,993 | $ | 38,858 | $ | 68,074 | |||||||||
Total as a percentage of total loans receivable, net | 6.10 | % | 6.57 | % | 10.25 | % | |||||||||
Allowance for loan loss to non-performing loans | 70.27 | % | 66.11 | % | 62.91 | % | |||||||||
Delinquency Data: | |||||||||||||||
Delinquencies (1) | |||||||||||||||
30+ days | $ | 3,226 | $ | 7,763 | $ | 4,021 | |||||||||
90+ days | 0 | 823 | 754 | ||||||||||||
Delinquencies as a percentage of | |||||||||||||||
loan and lease portfolio (1) | |||||||||||||||
30+ days | 0.55 | % | 1.27 | % | 0.59 | % | |||||||||
90+ days | 0.00 | % | 0.13 | % | 0.11 | % | |||||||||
(1) Excludes non-accrual loans.
The following table summarizes the number and types of commercial real estate loans (the largest category of non-performing loans) that were non-performing as of the end of the two most recently completed quarters and December 31, 2010.
Principal | |||||||||||||||||||||
Amount |
|
|
|||||||||||||||||||
of |
Principal |
Principal |
|||||||||||||||||||
Loans at |
Amount of |
Amount of |
|||||||||||||||||||
|
December |
Loans at |
Loans at |
||||||||||||||||||
(Dollars in thousands) |
|
# of | 31, | # of |
September 30, |
# of |
December 31, |
||||||||||||||
Property Type |
relationships | 2011 | relationships | 2011 | relationships | 2010 | |||||||||||||||
Developments/Land | 10 | $ | 17,465 | 8 | $ | 17,059 | 9 | $ | 23,661 | ||||||||||||
Single family homes | 0 | 0 | 0 | 0 | 3 | 2,673 | |||||||||||||||
Alternative fuel plants | 0 | 0 | 1 | 2,266 | 1 | 4,994 | |||||||||||||||
Shopping centers/retail | 2 | 1,315 | 2 | 1,347 | 3 | 1,099 | |||||||||||||||
Restaurants/bar | 1 | 616 | 1 | 636 | 1 | 635 | |||||||||||||||
Office buildings | 1 | 2,325 | 1 | 2,925 | 1 | 3,675 | |||||||||||||||
Other buildings | 3 | 937 | 1 | 159 | 0 | 0 | |||||||||||||||
17 | $ | 22,658 |
14 |
$ | 24,392 | 18 | $ | 36,737 | |||||||||||||
The Company had allocated reserves established against the above
commercial real estate loans of $2.9 million, $4.2 million, and $13.3
million, respectively, at December 31, 2011, September 30, 2011 and
December 31, 2010.
The following table summarizes the number of lending relationships and industry of commercial business loans that were non-performing for the two most recent quarters and December 31, 2010.
Principal | Principal | Principal | |||||||||||||||||||
(Dollars in thousands) |
Amount of | Amount of | Amount of | ||||||||||||||||||
|
Loans | Loans | Loans | ||||||||||||||||||
Industry Type |
# |
December 31, |
# |
September 30, |
# |
December 31, | |||||||||||||||
|
|
2011 |
|
2011 |
|
2010 | |||||||||||||||
Construction/development | 6 | $2,061 | 3 | $2,678 | 6 | $9,148 | |||||||||||||||
Finance | 0 | 0 | 1 | 177 | 1 | 248 | |||||||||||||||
Retail | 1 | 82 | 4 | 1,550 | 1 | 2,504 | |||||||||||||||
Banking | 2 | 1,199 | 2 | 1,824 | 2 | 8,223 | |||||||||||||||
Entertainment | 1 | 23 | 1 | 235 | 1 | 315 | |||||||||||||||
Utilities | 1 | 2,792 | 1 | 4,568 | 1 | 4,614 | |||||||||||||||
Restaurant | 0 | 0 | 0 | 0 | 4 | 1,217 | |||||||||||||||
Transportation | 1 | 44 | 1 | 44 | 0 | 0 | |||||||||||||||
12 | $6,201 | 13 | $11,076 | 16 | $26,269 | ||||||||||||||||
The Company had allocated reserves established against the above commercial business loans of $0.6 million, $2.8 million and $10.7 million, respectively, at December 31, 2011, September 30, 2011 and December 31, 2010.
Non-Interest Income and Expense
Non-interest income was $2.0
million for the fourth quarter of 2011, the same as the fourth quarter
of 2010. Fees and service charges decreased $95,000 between the periods
primarily because of decreased overdraft fees and debit card income
between the periods. Loan servicing fees decreased $21,000 between the
periods primarily because of a decrease in the number of commercial
loans that are being serviced for others. Other income increased $50,000
between the periods due to an increase in the income recognized on the
sale of uninsured investment products and increased earnings from
limited partnership investments. Gain on sales of loans increased
$17,000 due primarily to an increase in the gain recognized on the sale
of government guaranteed commercial loans between the periods.
Non-interest expense was $8.9 million for the fourth quarter of 2011, an increase of $0.7 million, or 7.9%, from $8.2 million for the same period of 2010. Losses on real estate owned increased $0.9 million from the fourth quarter of 2010 primarily because of decreases in the fair market values of the assets required that they be written down. Data processing expense increased $163,000 from the fourth quarter of 2010 primarily because of a one time incentive that was received by the Company in the fourth quarter of 2010 when it changed its ATM and debit card vendor. Deposit insurance expense decreased $185,000 between the periods primarily because of a change in the FDIC’s insurance cost structure and also because of a decrease in the asset size of the Bank between the periods. Other non-interest expenses decreased $97,000 between the periods primarily because of decreased costs related to other real estate owned. Compensation and benefits expense decreased $95,000 between the periods primarily because of a decrease in the compensation paid as a result of having fewer employees and also because there were fewer loan originations in the fourth quarter of 2011 when compared to the same period in 2010.
Income tax expense decreased $482,000 between the periods, from an
expense of $482,000 in the fourth quarter of 2010 to no expense in the
fourth quarter of 2011. In the second quarter of 2010, the Company
recorded a deferred tax asset valuation reserve against its entire
deferred tax asset balance and the Company continued to maintain a
valuation reserve against the entire deferred tax asset balance at
December 31, 2011. Since the valuation reserve is established against
the entire deferred tax asset balance, no income tax expense was
recorded for the fourth quarter of 2011.
Net Loss Available to Common Shareholders
The net loss
available to common shareholders was $8.1 million for the fourth quarter
of 2011, a decreased loss of $2.3 million from the $10.4 million net
loss available to common shareholders in the fourth quarter of 2010. The
net loss available to common shareholders decreased primarily because of
the change in the net loss between the periods. The Company deferred the
February 15, 2011, May 15, 2011, August 15, 2011, and November 15, 2011
cash dividend payments on its Fixed Rate Cumulative Perpetual Preferred
Stock, Series A issued to the United States Treasury Department as part
of the TARP Capital Purchase Program. The deferred dividend payments
have been accrued for payment in the future and are being reported for
the deferral period as a preferred dividend requirement that is deducted
from the net loss for financial statement purposes to arrive at the net
loss available to common shareholders.
Loss on Assets and Equity
The loss on average assets for the
fourth quarter of 2011 was 3.75%, compared to a 4.41% loss on average
assets for the fourth quarter of 2010. Loss on average equity was 45.87%
for the fourth quarter of 2011, compared to a 49.64% loss for the same
period of 2010. Book value per common share at December 31, 2011 was
$7.36, compared to $10.51 at December 31 2010.
Annual Results
Net Loss
The net loss was $11.6 million for 2011, an
improvement of $17.4 million, from the $29.0 million loss for 2010. The
net loss available to common shareholders was $13.4 million for the year
ended December 31, 2011, an improvement of $17.4 million, from the net
loss available to common shareholders of $30.8 million for 2010. Diluted
loss per common share for the year ended December 31, 2011 was $3.47, an
improvement of $4.70 from the $8.17 diluted loss per common share for
the year ended December 31, 2010.
Net Interest Income
Net interest income was $28.4 million for
2011, a decrease of $2.6 million, or 8.4%, from $31.0 million for 2010.
Interest income was $39.5 million for 2011, a decrease of $8.8 million,
or 18.1%, from $48.3 million for 2010. Interest income decreased between
the periods primarily because of a $132 million decrease in the average
interest-earning assets and a decrease in the average yields between the
periods. Average interest-earning assets decreased between the periods
primarily because of a decrease in the commercial loan portfolio, which
occurred because of declining loan demand and the Company’s focus on
improving credit quality, managing net interest margin and improving
capital ratios. The average yield earned on interest-earning assets was
5.00% for the year ended December 31, 2011, a decrease of 23 basis
points from the 5.23% average yield for 2010.
Interest expense was $11.1 million for the year ended December 31, 2011,
a decrease of $6.2 million, or 35.5%, from $17.3 million for 2010.
Interest expense decreased primarily because of a $115 million decrease
in the average interest-bearing liabilities between the periods. The
decrease in average interest-bearing liabilities is primarily the result
of a decrease in the average outstanding borrowings and brokered
deposits between the periods. The decrease in borrowings and brokered
deposits between the periods was the result of using the proceeds from
loan principal payments to fund maturing borrowings and brokered
deposits. Interest expense also decreased because of the lower rates
paid on retail money market accounts and certificates of deposits. The
decreased rates were the result of the lower interest rate environment
that existed during 2011. The average interest rate paid on
interest-bearing liabilities was 1.47% for the year ended December 31,
2011, a decrease of 51 basis points from the 1.98% average rate paid for
the same period of 2010. Net interest margin (net interest income
divided by average interest-earning assets) was 3.59% for the year ended
December 31, 2011, an increase of 23 basis points, from the 3.36% margin
for 2010.
Provision for Loan Losses
The provision for loan losses was
$17.3 million for the year ended December 31, 2011, a decrease of $16.1
million, from $33.4 million for the year ended December 31, 2010. The
provision decreased between the periods primarily because fewer loan
losses were recognized due to fewer write downs on non-performing real
estate loans in 2011 when compared to 2010. The provision also decreased
because of the $132 million decrease in the loan portfolio between the
periods. Total non-performing assets were $50.6 million at December 31,
2011, a decrease of $33.9 million, or 40.0%, from $84.5 million at
December 31, 2010. Non-performing loans decreased $34.1 million and
foreclosed and repossessed assets increased $0.2 million during 2011.
The non-performing loan and foreclosed and repossessed asset activity
for 2011 was as follows:
(Dollars in thousands) |
||||||||||||||
Non-performing loans | Foreclosed and repossessed asset activity | |||||||||||||
December 31, 2010 | $ | 68,074 | December 31, 2010 | $ | 16,395 | |||||||||
Classified as non-performing | 28,615 | Transferred from non-performing loans | 8,593 | |||||||||||
Charge offs | (39,303 | ) | Other foreclosures/repossessions | 138 | ||||||||||
Principal payments received | (9,552 | ) | Real estate sold | (5,444 | ) | |||||||||
Classified as accruing | (5,248 | ) | Net gain on sale of assets | 407 | ||||||||||
Transferred to real estate owned | (8,593 | ) | Write downs | (3,473 | ) | |||||||||
December 31, 2011 | $ | 33,993 | December 31, 2011 | $ | 16,616 | |||||||||
A reconciliation of the allowance for loan losses for 2011 and 2010 is summarized as follows:
(in thousands) | 2011 | 2010 | |||||||||
Balance at January 1, | $ | 42,828 | $ | 23,811 | |||||||
Provision | 17,278 | 33,381 | |||||||||
Charge offs: | |||||||||||
Commercial | (15,512 | ) | (7,006 | ) | |||||||
Commercial real estate | (23,012 | ) | (7,094 | ) | |||||||
Consumer | (270 | ) | (907 | ) | |||||||
Single family mortgage | (508 | ) | (254 | ) | |||||||
Recoveries | 3,084 | 897 | |||||||||
Balance at December 31, | $ | 23,888 | $ | 42,828 | |||||||
Unallocated allowance | $ | 18,104 | $ | 17,794 | |||||||
Allocated allowance | 5,784 | 25,034 | |||||||||
$ | 23,888 | $ | 42,828 | ||||||||
Charge offs increased and the allocated allowance decreased in 2011 when
compared to 2010 due primarily to two factors. The first factor was the
modification of our charge off policy in the fourth quarter of 2011
relating to non-performing loans secured by real estate, as described
above, which required the charge off of previously established specific
valuation allowances (SVAs) and the second factor was that in certain
instances the borrower’s financial condition had deteriorated to the
point that a charge off of the loan balance was warranted.
Non-Interest Income and Expense
Non-interest income was $6.9
million for the year ended December 31, 2011, a decrease of $0.4
million, or 5.5%, from $7.3 million for the year ended December 31,
2010. Gain on sales of loans decreased $331,000 between the periods
primarily because of a decrease in the gains recognized on the sale of
single family mortgage loans caused by a decrease in loan originations
between the periods. Loan servicing fees decreased $80,000 between the
periods due primarily to a decrease in the number of commercial loans
that are being serviced for others.
Non-interest expense was $29.6 million for the year ended December 31, 2011, an increase of $2.0 million, or 7.2%, from $27.6 million for the same period in 2010. Losses on real estate owned increased $1.5 million between the periods primarily because of an increase in the losses recognized because of declines in the fair market value of other real estate. Other non-interest expenses increased $1.3 million primarily because of increased real estate taxes and legal fees related to other real estate owned. Data processing expense increased $181,000 primarily because of a one time incentive that was received by the Company in the fourth quarter of 2010 when it changed its ATM and debit card vendor. Deposit insurance expense decreased $678,000 between the periods primarily because of a change in the FDIC’s insurance cost structure and also because of a decrease in assets between the periods. Occupancy expense decreased $341,000 primarily because of a decrease in depreciation expense.
Income tax expense decreased $6.3 million between the periods, from an expense of $6.3 million in 2010 to no expense in 2011. In the second quarter of 2010, the Company recorded a deferred tax asset valuation reserve against its entire deferred tax asset balance and the Company continued to maintain a valuation reserve against the entire deferred tax asset balance at December 31, 2011. Since the valuation reserve is established against the entire deferred tax asset balance, no income tax expense was recorded for 2011.
Net Loss Available to Common Shareholders
The net loss
available to common shareholders was $13.4 million for the year ended
December 31, 2011, an improvement of $17.4 million, from the net loss
available to common shareholders of $30.8 million for 2010. The net loss
available to common shareholders decreased primarily because of the
decrease in the net loss between the periods. The Company deferred the
February 15, 2011, May 15, 2011, August 15, 2011, and November 15, 2011
cash dividend payments on its Fixed Rate Cumulative Perpetual Preferred
Stock, Series A issued to the United States Treasury Department as part
of the TARP Capital Purchase Program. The deferred dividend payments
have been accrued for payment in the future and are being reported for
the deferral period as a preferred dividend requirement that is deducted
from the net loss for financial statement purposes to arrive at the net
loss available to common shareholders.
Loss on Assets and Equity
Loss on average assets was 1.39% for
2011, compared to a 2.98% loss for 2010. Loss on average common equity
was 16.94% for 2011, compared to a 31.73% loss for 2010.
General Information
HMN Financial, Inc. and Home Federal
Savings Bank are headquartered in Rochester, Minnesota. The Bank
operates nine full service offices in Minnesota located in Albert Lea,
Austin, Eagan, LaCrescent, Rochester (3), Spring Valley and Winona; two
full service offices in Iowa located in Marshalltown and Toledo; one
loan origination office in Sartell, Minnesota; and two Private Banking
offices in Rochester, Minnesota. The Bank has entered into a definitive
purchase and assumption agreement with Pinnacle Bank of Marshalltown,
Iowa (“Pinnacle”) to sell substantially all of the assets associated
with the Toledo, Iowa branch of the Bank (the “Toledo Branch”) and the
assumption by Pinnacle of all deposit liabilities of the Toledo Branch.
The transaction is subject to regulatory approval and scheduling of the
required Toledo Branch data processing conversion. Subject to the
foregoing and other customary terms and conditions, the transaction is
anticipated to be consummated in the first quarter of 2012.
Safe Harbor Statement
This press release may contain
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. These statements are often identified by
such forward-looking terminology as “expect,” “intent,” “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 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 improvement thereof; changes in the size of the
Bank’s loan portfolio; the recovery of the valuation allowance on
deferred tax assets; the amount and mix of the Bank’s non-performing
assets and the appropriateness of the allowance therefor; future losses
on non-performing assets; the amount of interest-earning assets; the
amount and mix of brokered and other deposits (including the Company’s
ability to renew brokered deposits); the availability of alternate
funding sources; the payment of dividends; 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 trust preferred securities held by the Bank; expectations
relating to the change in Company and Bank primary banking regulators
from the Office of Thrift Supervision to the Office of the Comptroller
of the Currency (OCC) and Federal Reserve Board (FRB); the Bank’s
compliance with regulatory standards generally (including the Bank’s
status as “well-capitalized”), and supervisory agreements, individual
minimum capital requirements or other supervisory directives or
requirements to which the Company or the Bank are or may become
expressly subject, specifically, and possible responses of the OCC and
the Bank and the Company to any failure to comply with any such
regulatory standard, agreement or requirement; the anticipated timing of
consummation of the Toledo Branch transaction and the anticipated gain
on sale and decrease in assets therefrom. 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, possible legislative and regulatory changes, including
changes in the degree and manner of regulatory supervision, the ability
of the Company and the Bank to establish and adhere to plans and
policies relating to, among other things, capital, business,
non-performing assets, loan modifications, documentation of loan loss
allowance and concentrations of credit that are satisfactory to the OCC
and FRB, as applicable, in accordance with the terms of the Company and
Bank supervisory agreements and to otherwise manage the operations of
the Company and the Bank to ensure compliance with other requirements
set forth in the supervisory agreements; the ability of the Company and
the Bank to obtain required consents from the OCC and FRB, as
applicable, under the supervisory agreements or other directives; the
ability of the Bank to comply with its individual minimum capital
requirement and other applicable regulatory capital requirements;
enforcement activity of the OCC and FRB in the event of our
non-compliance with any applicable regulatory standard, agreement or
requirement; adverse economic, business and competitive developments
such as shrinking interest margins, reduced collateral values, deposit
outflows, changes in credit or other risks posed by the Company’s loan
and investment portfolios, changes in costs associated with alternate
funding sources, including changes in collateral advance rates and
policies of the Federal Home Loan Bank, technological, computer-related
or operational difficulties, results of litigation, and reduced demand
for financial services and loan products; changes in accounting policies
and guidelines, or monetary and fiscal policies of the federal
government or tax laws; international economic developments; the
Company’s access to and adverse changes in securities markets; the
market for credit related assets; satisfactory completion of the
approval process to be undertaken by Pinnacle in connection with the
Toledo Branch sale with the Iowa Division of Banking and the Federal
Deposit Insurance Corporation, the timing of Branch data conversion by a
third party provider, the failure of either the Bank or Pinnacle to
fulfill the terms and conditions of the Toledo Branch sale agreement
required to be satisfied prior to closing and changes in assets and
liabilities at the Toledo Branch prior to closing; or other significant
uncertainties. Additional factors that may cause actual results to
differ from the Company’s assumptions and expectations include those set
forth in the Company’s most recent filings on Form 10-K and Form 10-Q
with the Securities and Exchange Commission. All forward-looking
statements are qualified by, and should be considered in conjunction
with, such cautionary statements. For additional discussion of the risks
and uncertainties applicable to the Company, see the “Risk Factors”
sections of the Company’s Annual Report on Form 10-K for the year ended
December 31, 2010 and Part II, Item
1A of its Quarterly Reports on
Forms 10-Q. We undertake no duty to update any of the forward-looking
statements after the date of this press release.
HMN FINANCIAL, INC. AND SUBSIDIARIES | ||||||||||
Consolidated Balance Sheets | ||||||||||
December 31, | December 31, | |||||||||
(Dollars in thousands) | 2011 | 2010 | ||||||||
(unaudited) | ||||||||||
Assets | ||||||||||
Cash and cash equivalents | $ | 67,840 | 20,981 | |||||||
Securities available for sale: | ||||||||||
Mortgage-backed and related securities | ||||||||||
(amortized cost $19,586 and $32,036) | 20,645 | 33,506 | ||||||||
Other marketable securities | ||||||||||
(amortized cost $105,700 and $118,631) | 105,469 | 118,058 | ||||||||
126,114 | 151,564 | |||||||||
Loans held for sale | 3,709 | 2,728 | ||||||||
Loans receivable, net |
555,908 |
664,241 | ||||||||
Accrued interest receivable | 2,449 | 3,311 | ||||||||
Real estate, net | 16,616 | 16,382 | ||||||||
Federal Home Loan Bank stock, at cost | 4,222 | 6,743 | ||||||||
Mortgage servicing rights, net | 1,485 | 1,586 | ||||||||
Premises and equipment, net | 7,967 | 9,450 | ||||||||
Prepaid expenses and other assets | 2,262 | 3,632 | ||||||||
Assets held for sale |
1,583 |
0 | ||||||||
Deferred tax asset, net | 0 | 0 | ||||||||
Total assets | $ | 790,155 | 880,618 | |||||||
Liabilities and Stockholders’ Equity | ||||||||||
Deposits | $ | 620,128 | 683,230 | |||||||
Deposits held for sale | 36,048 | 0 | ||||||||
Federal Home Loan Bank Advances | 70,000 | 122,500 | ||||||||
Accrued interest payable | 780 | 1,092 | ||||||||
Customer escrows | 933 | 818 | ||||||||
Accrued expenses and other liabilities | 5,205 | 3,431 | ||||||||
Total liabilities | 733,094 | 811,071 | ||||||||
Commitments and contingencies | ||||||||||
Stockholders’ equity: | ||||||||||
Serial-preferred stock: ($.01 par value) | ||||||||||
Authorized 500,000 shares; issued shares 26,000 | 24,780 | 24,264 | ||||||||
Common stock ($.01 par value): | ||||||||||
Authorized 11,000,000; issued shares 9,128,662 | 91 | 91 | ||||||||
Additional paid-in capital | 53,462 | 56,420 | ||||||||
Retained earnings, subject to certain restrictions | 42,983 | 55,838 | ||||||||
Accumulated other comprehensive income | 471 | 541 | ||||||||
Unearned employee stock ownership plan shares | (3,191 | ) | (3,384 | ) | ||||||
Treasury stock, at cost 4,740,711 and 4,818,263 shares | (61,535 | ) | (64,223 | ) | ||||||
Total stockholders’ equity | 57,061 | 69,547 | ||||||||
Total liabilities and stockholders’ equity | $ | 790,155 | 880,618 | |||||||
HMN FINANCIAL, INC. AND SUBSIDIARIES | ||||||||||||||||||
Consolidated Statements of Income | ||||||||||||||||||
Three Months Ended |
Year Ended |
|||||||||||||||||
December 31, |
December 31, |
|||||||||||||||||
(Dollars in thousands, except per share data) |
2011 |
2010 |
2011 |
2010 |
||||||||||||||
(unaudited) |
(unaudited) | (unaudited) | ||||||||||||||||
Interest income: |
|
|
|
|
||||||||||||||
Loans receivable | $ | 8,605 |
|
10,005 |
36,776 | 44,248 | ||||||||||||
Securities available for sale: | ||||||||||||||||||
Mortgage-backed and related | 225 | 369 | 1,098 | 1,813 | ||||||||||||||
Other marketable | 319 | 387 | 1,451 | 2,023 | ||||||||||||||
Cash equivalents | 29 | 0 | 36 | 4 | ||||||||||||||
Other | 32 | 73 | 180 | 182 | ||||||||||||||
Total interest income | 9,210 | 10,834 | 39,541 | 48,270 | ||||||||||||||
Interest expense: | ||||||||||||||||||
Deposits | 1,478 | 2,154 | 6,847 | 11,281 | ||||||||||||||
Federal Home Loan Bank advances | 854 | 1,393 | 4,288 | 5,978 | ||||||||||||||
Total interest expense | 2,332 | 3,547 | 11,135 | 17,259 | ||||||||||||||
Net interest income | 6,878 | 7,287 | 28,406 | 31,011 | ||||||||||||||
Provision for loan losses | 7,609 | 10,542 | 17,278 | 33,381 | ||||||||||||||
Net interest income (loss) after provision | ||||||||||||||||||
for loan losses | (731 | ) | (3,255 | ) | 11,128 | (2,370 | ) | |||||||||||
Non-interest income: | ||||||||||||||||||
Fees and service charges | 912 | 1,007 | 3,739 | 3,741 | ||||||||||||||
Loan servicing fees | 240 | 261 | 987 | 1,067 | ||||||||||||||
Gain on sales of loans | 672 | 655 | 1,656 | 1,987 | ||||||||||||||
Other | 151 | 101 | 487 | 476 | ||||||||||||||
Total non-interest income | 1,975 | 2,024 | 6,869 | 7,271 | ||||||||||||||
Non-interest expense: | ||||||||||||||||||
Compensation and benefits | 3,205 | 3,300 | 13,553 | 13,516 | ||||||||||||||
Losses on real estate owned | 2,380 | 1,509 | 2,681 | 1,165 | ||||||||||||||
Occupancy | 955 | 961 | 3,741 | 4,082 | ||||||||||||||
Deposit insurance | 254 | 439 | 1,255 | 1,933 | ||||||||||||||
Data processing | 337 | 174 | 1,221 | 1,040 | ||||||||||||||
Other | 1,739 | 1,836 | 7,101 | 5,820 | ||||||||||||||
Total non-interest expense | 8,870 | 8,219 | 29,552 | 27,556 | ||||||||||||||
Loss before income tax expense | (7,626 | ) | (9,450 | ) | (11,555 | ) | (22,655 | ) | ||||||||||
Income tax expense | 0 | 482 | 0 | 6,323 | ||||||||||||||
Net loss | (7,626 | ) | (9,932 | ) | (11,555 | ) | (28,978 | ) | ||||||||||
Preferred stock dividends and discount | 459 | 449 | 1,821 | 1,784 | ||||||||||||||
Net loss available to common shareholders |
$ |
(8,085 | ) | (10,381 | ) | (13,376 | ) | (30,762 | ) | |||||||||
Basic loss per common share | $ | (2.08 | ) | (2.73 | ) | (3.47 | ) | (8.17 | ) | |||||||||
Diluted loss per common share | $ | (2.08 | ) | (2.73 | ) | (3.47 | ) | (8.17 | ) | |||||||||
HMN FINANCIAL, INC. AND SUBSIDIARIES | |||||||||||||||||||||
Selected Consolidated Financial Information | |||||||||||||||||||||
(unaudited) |
|||||||||||||||||||||
Three Months Ended |
Year Ended |
||||||||||||||||||||
SELECTED FINANCIAL DATA: |
December 31, |
December 31, |
|||||||||||||||||||
(Dollars in thousand, except per share data) |
2011 |
2010 |
2011 |
2010 |
|||||||||||||||||
I. OPERATING DATA: | |||||||||||||||||||||
Interest income | $ | 9,210 | 10,834 | 39,541 | 48,270 | ||||||||||||||||
Interest expense | 2,332 | 3,547 | 11,135 | 17,259 | |||||||||||||||||
Net interest income | 6,878 | 7,287 | 28,406 | 31,011 | |||||||||||||||||
II. AVERAGE BALANCES: | |||||||||||||||||||||
Assets (1) | 807,341 | 893,640 | 832,357 | 971,094 | |||||||||||||||||
Loans receivable, net | 574,996 | 685,015 | 608,826 | 740,323 | |||||||||||||||||
Mortgage-backed and related securities (1) | 133,458 | 141,812 | 139,473 | 154,691 | |||||||||||||||||
Interest-earning assets (1) | 768,747 | 852,331 | 791,309 | 923,462 | |||||||||||||||||
Interest-bearing liabilities | 736,657 | 809,499 | 759,172 | 873,880 | |||||||||||||||||
Equity (1) | 65,960 | 79,368 | 68,201 | 91,315 | |||||||||||||||||
III. PERFORMANCE RATIOS: (1) | |||||||||||||||||||||
Loss on average assets (annualized) |
(3.75 |
) |
% |
(4.41 | ) | % | (1.39 | ) | % |
(2.98 |
) |
% |
|||||||||
Interest rate spread information: | |||||||||||||||||||||
Average during period | 3.50 | 3.30 | 3.33 | 3.25 | |||||||||||||||||
End of period | 3.34 | 3.68 | 3.34 | 3.68 | |||||||||||||||||
Net interest margin | 3.55 | 3.39 | 3.59 | 3.36 | |||||||||||||||||
Ratio of operating expense to average | |||||||||||||||||||||
total assets (annualized) | 4.36 | 3.65 | 3.55 | 2.84 | |||||||||||||||||
Loss on average common equity
(annualized) |
(45.87 |
) |
(49.64 |
) |
(16.94 |
) |
(31.73 |
) |
|||||||||||||
Efficiency | 100.19 | 88.26 | 83.78 | 71.98 | |||||||||||||||||
December 31, | December 31, | ||||||||||||||||||||
IV. ASSET QUALITY: | 2011 | 2010 | |||||||||||||||||||
Total non-performing assets | $ | 50,609 | 84,469 | ||||||||||||||||||
Non-performing assets to total assets |
6.40 |
% |
9.59 | % | |||||||||||||||||
Non-performing loans to total loans | |||||||||||||||||||||
receivable, net |
6.10 |
% |
10.25 | % | |||||||||||||||||
Allowance for loan losses | $ | 23,888 | 42,828 | ||||||||||||||||||
Allowance for loan losses to total assets |
3.02 |
% |
4.86 | % | |||||||||||||||||
Allowance for loan losses to total loans receivable, net |
4.29 |
6.45 |
|||||||||||||||||||
Allowance for loan losses to non-performing loans |
70.27 | 62.91 | |||||||||||||||||||
V. BOOK VALUE PER COMMON SHARE: | |||||||||||||||||||||
Book value per common share | 7.36 | 10.51 | |||||||||||||||||||
Year Ended | Year Ended | ||||||||||||||||||||
VI. CAPITAL RATIOS : | Dec 31, 2011 | Dec 31, 2010 | |||||||||||||||||||
Stockholders’ equity to total assets, at end of period |
7.22 |
% |
7.90 | % | |||||||||||||||||
Average stockholders’ equity to average assets (1) | 8.19 | 9.40 | |||||||||||||||||||
Ratio of average interest-earning assets to | |||||||||||||||||||||
average interest-bearing liabilities (1) | 104.23 | 105.67 | |||||||||||||||||||
Home Federal Savings Bank | |||||||||||||||||||||
regulatory capital ratios: | |||||||||||||||||||||
Tier 1 or core capital(2) |
7.14 |
% |
7.60 | % | |||||||||||||||||
Risk-based capital |
10.86 |
% |
10.97 | % | |||||||||||||||||
December 31, | December 31, | ||||||||||||||||||||
2011 | 2010 | ||||||||||||||||||||
VII. EMPLOYEE DATA: | |||||||||||||||||||||
Number of full time equivalent employees | 205 | 212 |
(1) | Average balances were calculated based upon amortized cost without the market value impact of SFAS 115. |
(2) | The OCC has established an individual minimum capital requirement (IMCR) for the Bank. An IMCR requires a bank to establish and maintain levels of capital greater than those generally required for a bank to be classified as “well-capitalized.” Effective December 31, 2011, the Bank was required to establish, and subsequently maintain, core capital at least equal to 8.5% of adjusted total assets, which was in excess of the Bank’s 7.14% core capital to adjusted total assets ratio at December 31, 2011. The failure of the Bank to comply with the terms of the IMCR could subject it to further limits on growth and may cause it to be deemed to be operating in an unsafe and unsound condition, subjecting it to such legal actions or sanctions as the OCC considers appropriate. |
CONTACT:
HMN Financial, Inc.
Bradley Krehbiel, 507-252-7169
President