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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): July 22, 2024
 
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  
Rochester, Minnesota 
 
55901
(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))
 
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
The Nasdaq Stock Market LLC
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐

If an emerging growth company, indicate by check mark 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. ☐
 
 
1
 
 
Item 2.02.        Results of Operation and Financial Condition.
 
On July 22, 2024, HMN Financial, Inc. (the “Company”) issued a press release (the “Press Release”) that included financial information for its quarter ended June 30, 2024. 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.
 
Item 9.01.        Financial Statements and Exhibits
 
(d) Exhibits
 
 
Exhibit Number
Description
  99 Press Release dated July 22, 2024
  104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
2
 
 
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: July 22, 2024       
/s/ Jon Eberle
 
 
 
Jon Eberle
 
 
Senior Vice President, Chief Financial Officer and Treasurer
 
 
3
EX-99 2 ex_700770.htm EXHIBIT 99 ex_700770.htm
 

Exhibit 99

 

 

hmn.jpg

1016 Civic Center Drive NW • Rochester, MN 55901 • Phone (507) 535-1200 - FAX (507) 535-1301

 

 

 

NEWS RELEASE                   CONTACT:

Bradley Krehbiel,

Chief Executive Officer, President

HMN Financial, Inc. (507) 252-7169

FOR IMMEDIATE RELEASE

 

 

HMN FINANCIAL, INC. ANNOUNCES SECOND QUARTER RESULTS

 

Second Quarter Summary

Net income of $1.0 million, down $0.4 million, from $1.4 million for second quarter of 2023

Diluted earnings per share of $0.22, down $0.10, from $0.32 for second quarter of 2023

Net interest income of $7.5 million, down $0.2 million, from $7.7 million for second quarter of 2023

Gain on sales of loans of $0.6 million, up $0.3 million, from $0.3 million for second quarter of 2023

Net interest margin of 2.70%, down 20 basis points, from 2.90% for second quarter of 2023

Goodwill impairment of $0.8 million was recorded in the second quarter of 2024

As previously announced, on May 14, 2024, we entered into a definitive Agreement and Plan of Merger to which Alerus Financial Corporation (Nasdaq:ALRS) will acquire HMN Financial, Inc. in an all-stock merger. The transaction is expected to close in the fourth quarter of 2024, subject to customary closing conditions, including receipt of required regulatory and stockholder approvals.

Merger related expenses of $0.5 million were recorded in the second quarter of 2024

 

Year to Date Summary

Net income of $2.3 million, down $0.8 million, from $3.1 million for first six months of 2023

Diluted earnings per share of $0.52, down $0.18, from $0.70 for first six months of 2023

Net interest income of $14.7 million, down $1.1 million from $15.8 million for first six months of 2023

Gain on sales of loans of $0.9 million, up $0.3 million, from $0.6 million for first six months of 2023

Net interest margin of 2.67%, down 33 basis points, from 3.00% for first six months of 2023

 

Net Income Summary

 

Three months ended

   

Six months ended

 
   

June 30,

   

June 30,

 

(Dollars in thousands, except per share amounts)

 

2024

   

2023

   

2024

   

2023

 

Net income

  $ 970       1,421     $ 2,288       3,055  

Diluted earnings per share

    0.22       0.32       0.52       0.70  

Return on average assets (annualized)

    0.34 %     0.52 %     0.40 %     0.56 %

Return on average equity (annualized)

    3.18 %     4.81 %     3.77 %     5.22 %

Book value per share

  $ 24.71       22.76     $ 24.71       22.76  

 

(Page 1 of 14)

 

Amounts Excluding Merger Related Expenses (1)

       
   

Three months ended

   

Six months ended

 
   

June 30,

   

June 30,

 

(Dollars in thousands, except per share amounts)

 

2024

   

2024

 

Adjusted net income

  $ 1,334     $ 2,652  

Adjusted diluted earnings per share

    0.30       0.61  

Adjusted return on average assets (annualized)

    0.47 %     0.46 %

Adjusted return on average equity (annualized)

    4.37 %     4.37 %

Adjusted book value per share

  $ 24.79     $ 24.79  

(1) Amounts excluding merger related expenses for net income, diluted earnings per share, return on average assets, return on average equity, and book value per share are non-GAAP financial measures. Please see Item VIII. in the Selected Consolidated Information for disclosure and reconciliation of non-GAAP financial measures.

 

ROCHESTER, MINNESOTA, July 22, 2024 - HMN Financial, Inc. (HMN or the Company) (Nasdaq:HMNF), the $1.1 billion holding company for Home Federal Savings Bank (the Bank), today reported net income of $1.0 million for the second quarter of 2024, a decrease of $0.4 million compared to net income of $1.4 million for the second quarter of 2023. Diluted earnings per share for the second quarter of 2024 was $0.22, a decrease of $0.10 from diluted earnings per share of $0.32 for the second quarter of 2023. The decrease in net income between the periods was primarily because of a $0.8 million increase in other expenses due to a goodwill impairment that was recorded, a $0.5 million increase in professionals services due to merger related expenses, and a $0.2 million decrease in net interest income because of a decline in the net interest margin as a result of funding costs increasing faster than the yields on interest earning assets. These decreases in net income were partially offset by a $0.6 million decrease in the provision for credit losses due primarily to perceived improvements in the forecasted economic environment, a $0.3 million increase in the gain on sales of loans due to an increase in the amount of originated loans that were sold, and a $0.2 million reduction in income tax expense between the periods as a result of the reduced pretax income.

 

President’s Statement

“Maintaining our net interest margin continues to be a challenge in the current interest rate environment as our funding costs continue to increase at a faster rate than the yields earned on our earning assets,” said Bradley Krehbiel, President and Chief Executive Officer of HMN. “We are, however, encouraged by the increase in our net interest margin from the prior quarter and will continue to focus our effort on increasing our net interest margin further by expanding our core customer deposit relationships.”

 

Second Quarter Results

Net Interest Income

Net interest income was $7.5 million for the second quarter of 2024, a decrease of $0.2 million, or 3.1%, compared to $7.7 million for the second quarter of 2023. Interest income was $12.6 million for the second quarter of 2024, an increase of $2.1 million, or 19.8%, from $10.5 million for the second quarter of 2023. Interest income increased primarily because of the increase in the average yield earned on interest-earning assets between the periods and also because of the $47.3 million increase in the average interest-earning assets. The average yield earned on interest-earning assets was 4.54% for the second quarter of 2024, an increase of 60 basis points from 3.94% for the second quarter of 2023. The increase in the average yield is primarily related to the increase in market interest rates as a result of the 3.75% increase in the prime interest rate over the past two years.

Interest expense was $5.1 million for the second quarter of 2024, an increase of $2.3 million, or 83.7%, compared to $2.8 million for the second quarter of 2023. Interest expense increased primarily because of the increase in the average interest rate paid on interest-bearing liabilities between the periods. Interest expense also increased because of the $40.8 million increase in the average interest-bearing liabilities and non-interest bearing deposits between the periods. The average interest rate paid on interest-bearing liabilities and non-interest bearing deposits was 2.01% for the second quarter of 2024, an increase of 88 basis points from 1.13% for the second quarter of 2023. The increase in the average rate paid is primarily related to the change in the types of funding sources as more brokered deposits and certificates of deposits were used as funding sources in the second quarter of 2024 than were used in the second quarter of 2023. These funding sources generally have higher interest rates than traditional checking and money market accounts. The increase in market interest rates as a result of the 3.75% increase in the federal funds rate over the past two years also contributed to the higher funding costs in the second quarter of 2024 when compared to the same period in 2023. Net interest margin (net interest income divided by average interest-earning assets) for the second quarter of 2024 was 2.70%, a decrease of 20 basis points, compared to 2.90% for the second quarter of 2023. The decrease in the net interest margin is primarily because the increase in the average rate paid on interest-bearing liabilities and non-interest bearing deposits exceeded the increase in the average yield earned on interest-earning assets between the periods.

 

(Page 2 of 14)

 

A summary of the Company’s net interest margin for the three- and six-month periods ended June 30, 2024 and 2023 is as follows:

 

   

For the three-month period ended

 
   

June 30, 2024

   

June 30, 2023

 

(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

  $ 221,664       1,031       1.87 %   $ 259,187       800       1.24 %

Loans held for sale

    2,944       50       6.87       1,872       29       6.24  

Single family loans, net

    265,291       2,958       4.48       225,065       2,195       3.91  

Commercial loans, net

    551,691       7,379       5.38       527,900       6,663       5.06  

Consumer loans, net

    41,246       717       6.99       47,518       732       6.18  

Other

    32,668       445       5.47       6,661       78       4.70  

Total interest-earning assets

    1,115,504       12,580       4.54       1,068,203       10,497       3.94  
                                                 

Interest-bearing liabilities:

                                               

Checking accounts

    143,572       300       0.84       169,870       253       0.60  

Savings accounts

    104,100       28       0.11       115,658       28       0.10  

Money market accounts

    279,382       1,707       2.46       267,075       1,049       1.58  

Retail certificate accounts

    153,871       1,626       4.25       89,436       474       2.13  

Wholesale certificate accounts

    111,061       1,409       5.10       62,978       745       4.74  

Customer escrows

    0       0       0.00       4,737       23       2.00  

Advances and other borrowings

    1,266       18       5.63       14,419       197       5.48  

Total interest-bearing liabilities

    793,252                       724,173                  

Non-interest checking

    224,385                       252,008                  

Other non-interest bearing liabilities

    2,397                       3,043                  

Total interest-bearing liabilities and non-interest bearing deposits

  $ 1,020,034       5,088       2.01     $ 979,224       2,769       1.13  

Net interest income

          $ 7,492                     $ 7,728          

Net interest rate spread

                    2.53 %                     2.81 %

Net interest margin

                    2.70 %                     2.90 %

 

   

For the six-month period ended

 
   

June 30, 2024

   

June 30, 2023

 

(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

  $ 225,783       1,954       1.74 %   $ 263,909       1,595       1.22 %

Loans held for sale

    2,398       79       6.62       1,546       47       6.16  

Single family loans, net

    265,041       5,835       4.43       216,643       4,146       3.86  

Commercial loans, net

    546,419       14,450       5.32       525,425       13,036       5.00  

Consumer loans, net

    41,374       1,426       6.93       46,655       1,393       6.02  

Other

    30,673       835       5.47       8,726       193       4.46  

Total interest-earning assets

    1,111,688       24,579       4.45       1,062,904       20,410       3.87  
                                                 

Interest-bearing liabilities:

                                               

Checking accounts

    144,210       606       0.84       165,811       441       0.54  

Savings accounts

    105,206       56       0.11       118,185       54       0.09  

Money market accounts

    275,698       3,288       2.40       262,944       1,704       1.31  

Retail certificate accounts

    144,032       2,975       4.15       82,725       697       1.70  

Wholesale certificate accounts

    113,742       2,885       5.10       62,018       1,456       4.73  

Customer escrows

    0       0       0.00       5,560       55       2.00  

Advances and other borrowings

    748       21       5.64       7,856       212       5.44  

Total interest-bearing liabilities

    783,636                       705,099                  

Non-interest checking

    231,357                       266,989                  

Other non-interest bearing liabilities

    2,648                       2,735                  

Total interest-bearing liabilities and non-interest bearing deposits

  $ 1,017,641       9,831       1.94     $ 974,823       4,619       0.96  

Net interest income

          $ 14,748                     $ 15,791          

Net interest rate spread

                    2.51 %                     2.91 %

Net interest margin

                    2.67 %                     3.00 %

 

(Page 3 of 14)

 

Provision for Credit Losses

The provision for credit losses was ($0.3) million for the second quarter of 2024, a decrease of $0.6 million compared to $0.3 million for the second quarter of 2023. The provision for credit losses decreased as a result of the reduction in the required qualitative reserves due primarily to perceived improvements in the forecasted economic conditions. These reductions were partially offset by an increase in the provision as a result of an increase in the allowance for credit losses attributable to loan growth.

The allowance for credit losses is measured on a collective (pool) basis when similar risk characteristics exist. Loans that do not share risk characteristics are evaluated on an individual basis. Loans evaluated individually are not included in the collective evaluations. The collective reserve amount is assessed based on the size and risk characteristics of the various portfolio segments, past loss history, and other adjustments determined to have a potential impact on future credit losses.

 

A reconciliation of the Company’s allowance for credit losses for the second quarters of 2024 and 2023 is summarized as follows:

 

   

Three months ended June 30

 

(Dollars in thousands)

 

2024

   

2023

 

Balance at March 31,

  $ 11,586       11,342  

Provision

    (307 )     200  

Charge offs:

               

Consumer

    (8 )     (27 )

Commercial business

    (9 )     0  

Recoveries

    30       2  

Balance at June 30,

  $ 11,292       11,517  
                 

Allocated to:

               

Collective allowance

  $ 10,884       11,345  

Individual allowance

    408       172  
    $ 11,292       11,517  
                 

 

The following table presents the components of the provision for credit losses for the second quarter of 2024 and 2023.

 

   

Three months ended June 30,

 

(Dollars in thousands)

 

2024

   

2023

 

Provision for credit losses on:

               

Loans

  $ (307 )     200  

Unfunded commitments

    1       56  

Total

  $ (306 )     256  
                 

 

(Page 4 of 14)

 

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.

 

   

June 30,

   

March 31,

 

(Dollars in thousands)

 

2024

   

2024

 

Non‑performing loans:

               

Single family

  $ 590     $ 742  

Commercial real estate

    1,025       462  

Consumer

    320       334  

Commercial business

    1,255       1,262  

Total non‑performing assets

  $ 3,190     $ 2,800  

Total as a percentage of total assets

    0.29 %     0.24 %

Total as a percentage of total loans receivable

    0.36 %     0.32 %

Allowance for credit losses to non-performing loans

    353.92 %     413.78 %
                 

Delinquency data:

               

Delinquencies (1)

               

30+ days

  $ 3,198     $ 1,632  

90+ days

    0       0  

Delinquencies as a percentage of loan portfolio (1)

               

30+ days

    0.36 %     0.19 %

90+ days

    0.00 %     0.00 %

(1) Excludes non-accrual loans.

               

 

Non-Interest Income and Expense

Non-interest income was $2.2 million for the second quarter of 2024, an increase of $0.2 million, or 12.0%, from $2.0 million for the second quarter of 2023. Gain on sales of loans increased $0.3 million between the periods because of an increase in single family loan sales due primarily to an increase in the amount of originated mortgage loans that were sold. Other non-interest income increased slightly due primarily to an increase in the revenue earned on the sales of uninsured investment products between the periods. Fees and service charges decreased $0.1 million between the periods due primarily to a decrease in overdraft fees collected as a result of changes to the Company’s overdraft policy that were implemented in the first quarter of 2024. Loan servicing fees decreased slightly between the periods due to a decrease in the aggregate balances of commercial loans that were being serviced for others as more serviced loans were paid off than were added to the servicing portfolio during the period.          

Non-interest expense was $8.7 million for the second quarter of 2024, an increase of $1.2 million, or 16.2%, from $7.5 million for the second quarter of 2023. Other non-interest expense increased $0.8 million primarily because there was an impairment of goodwill that was recorded during the quarter. Professional services increased $0.5 million between the periods primarily because of an increase in legal, accounting, and other professional services expenses related to the pending merger. The Company expects to incur additional merger related costs through the closing of the pending merger with Alerus. Data processing expense increased slightly due to an increase in debit card processing expenses between the periods. These increases were partially offset by a slight decrease in compensation and benefits expense primarily because of a decrease in the number of employees between the periods. Occupancy and equipment expense decreased slightly between the periods due primarily to a decrease in building expenses.

Income tax expense was $0.4 million for the second quarter of 2024, a decrease of $0.2 million from $0.6 million for the second quarter of 2023. The decrease in income tax expense between the periods is primarily the result of a decrease in pre-tax income.

 

Return on Assets and Equity

Return on average assets (annualized) for the second quarter of 2024 was 0.34%, compared to 0.52% for the second quarter of 2023. Return on average equity (annualized) was 3.18% for the second quarter of 2024, compared to 4.81% for the same period in 2023. Book value per common share at June 30, 2024 was $24.71, compared to $22.76 at June 30, 2023.

 

(Page 5 of 14)

 

Six-Month Period Results

 

Net Income         

Net income was $2.3 million for the six-month period ended June 30, 2024, a decrease of $0.8 million, or 25.1%, compared to net income of $3.1 million for the six-month period ended June 30, 2023. Diluted earnings per share for the six-month period ended June 30, 2024 was $0.52, a decrease of $0.18 per share compared to diluted earnings per share of $0.70 for the same period in 2023. The decrease in net income between the periods was primarily because of a $0.8 million increase in other expenses due to an impairment of goodwill that was recorded, a $0.5 million increase in professional services due to merger related expenses, and a $1.1 million decrease in net interest income because of a decline in the net interest margin as a result of funding costs increasing faster than the yields on interest earning assets. These decreases in net income were partially offset by a $0.7 million decrease in the provision for credit losses due primarily to perceived improvements in the forecasted economic environment, a $0.3 million increase in the gain on sales of loans due to an increase in the amount of loans that were sold, and a $0.3 million reduction in income tax expense between the periods as a result of the reduced pretax income.

 

Net Interest Income

Net interest income was $14.7 million for the first six months of 2024, a decrease of $1.1 million, or 6.6%, compared to $15.8 million for the same period of 2023. Interest income was $24.6 million for the first six months of 2024, an increase of $4.2 million, or 20.4%, from $20.4 million for the first six months of 2023. Interest income increased primarily because of the increase in the average yield earned on interest-earning assets between the periods and also because of the $48.8 million increase in the average interest-earning assets. The average yield earned on interest-earning assets was 4.45% for the first six months of 2024, an increase of 58 basis points from 3.87% for the same period of 2023. The increase in the average yield is primarily related to the increase in market interest rates as a result of the 3.75% increase in the prime interest rate over the past two years.

Interest expense was $9.8 million for the first six months of 2024, an increase of $5.2 million, or 112.8%, compared to $4.6 million for the same period of 2023. Interest expense increased primarily because of the increase in the average interest rate paid on interest-bearing liabilities between the periods. Interest expense also increased because of the $42.8 million increase in the average interest-bearing liabilities and non-interest bearing deposits between the periods. The average interest rate paid on interest-bearing liabilities and non-interest bearing deposits was 1.94% for the first six months of 2024, an increase of 98 basis points from 0.96% for the first six months of 2023. The increase in the average rate paid is primarily related to the change in the types of funding sources as more brokered deposits and certificates of deposits were used as funding sources in the first six months of 2024 than were used in the same period of 2023. These funding sources generally have higher interest rates than traditional checking and money market accounts. The increase in market interest rates as a result of the 3.75% increase in the federal funds rate over the past two years also contributed to the higher funding costs in the first six months of 2024 when compared to the same period in 2023. Net interest margin (net interest income divided by average interest-earning assets) for the first six months of 2024 was 2.67%, a decrease of 33 basis points, compared to 3.00% for the first six months of 2023. The decrease in the net interest margin is primarily because the increase in the average rate paid on interest-bearing liabilities and non-interest bearing deposits exceeded the increase in the average yield earned on interest-earning assets between the periods.

 

Provision for Credit Losses

The provision for credit losses was ($0.5) million in the first six months of 2024, a decrease of $0.7 million compared to $0.2 million for the first six months of 2023. The provision for credit losses decreased as a result of the reduction in the required qualitative reserves due primarily to perceived improvements in the forecasted economic conditions. These reductions were partially offset by an increase in the provision as a result of an increase in the allowance for credit losses attributable to loan growth.

The allowance for credit losses is measured on a collective (pool) basis when similar risk characteristics exist. Loans that do not share risk characteristics are evaluated on an individual basis. Loans evaluated individually are not included in the collective evaluations. The collective reserve amount is assessed based on the size and risk characteristics of the various portfolio segments, past loss history, and other adjustments determined to have a potential impact on future credit losses.

 

(Page 6 of 14)

 

A reconciliation of the Company’s allowance for credit losses for the six-month periods ending June 30, 2024 and 2023 is summarized as follows:

 

   

Six months ended June 30,

 

(Dollars in thousands)

 

2024

   

2023

 

Balance at January 1,

  $ 11,824       10,277  

Adoption of Accounting Standard Update (ASU) 2016-13

    0       1,070  

Provision

    (515 )     168  

Charge offs:

               

Single family

    (30 )     0  

Consumer

    (8 )     (27 )

Commercial business

    (9 )     0  

Recoveries

    30       29  

Balance at June 30,

  $ 11,292       11,517  
                 

         

On January 1, 2023, the Company adopted Accounting Standards Update (ASU) 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The transition to this ASU resulted in a cumulative-effect adjustment to the allowance for credit losses of $1.1 million, an increase in deferred tax assets of $0.3 million, and a decrease to retained earnings of $0.8 million as of the adoption date. In addition, a liability of $0.1 million was established for projected future losses on unfunded commitments on outstanding lines of credit upon adoption. The projected liability for unfunded commitments did not change during the first six months of 2024 and increased $80,000 in the first six months of 2023. The respective provisions for credit losses reflects these changes.

 

The following table presents the components of the provision for credit losses for the six month periods ended June 30, 2024 and 2023.

 

   

Six months ended June 30,

 

(Dollars in thousands)

 

2024

   

2023

 

Provision for credit losses on:

               

Loans

  $ (515 )     168  

Unfunded commitments

    0       80  

Total

  $ (515 )     248  
                 

 

 

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 most recently completed quarter and December 31, 2023.

 

   

June 30,

   

December 31,

 

(Dollars in thousands)

 

2024

   

2023

 

Non‑performing loans:

               

Single family

  $ 590     $ 762  

Commercial real estate

    1,025       493  

Consumer

    320       376  

Commercial business

    1,255       2,187  

Total non‑performing assets

  $ 3,190     $ 3,818  

Total as a percentage of total assets

    0.29 %     0.34 %

Total as a percentage of total loans receivable

    0.36 %     0.44 %

Allowance for credit losses to non-performing loans

    353.92 %     309.69 %
                 

Delinquency data:

               

Delinquencies (1)

               

30+ days

  $ 3,198     $ 715  

90+ days

    0       0  

Delinquencies as a percentage of loan portfolio (1)

               

30+ days

    0.36 %     0.08 %

90+ days

    0.00 %     0.00 %

(1) Excludes non-accrual loans.

               

 

(Page 7 of 14)

 

Non-Interest Income and Expense

Non-interest income was $4.1 million for the first six months of 2024, an increase of $0.2 million, or 5.5%, from $3.9 million for the first six months of 2023. Gain on sales of loans increased $0.3 million between the periods because of an increase in single family loan sales due primarily to an increase in the amount of originated mortgage loans that were sold. Other non-interest income increased $0.1 million due primarily to an increase in the revenue earned on the sales of uninsured investment products between the periods. These increases in net income were partially offset by a $0.1 million decrease in fees and service charges between the periods due primarily to a decrease in overdraft fees collected as a result of changes to the Company’s overdraft policy that were implemented in the first quarter of 2024. Loan servicing fees decreased slightly between the periods due to a decrease in the aggregate balances of commercial loans that were being serviced for others as more serviced loans were paid off than were added to the servicing portfolio during the period.          

Non-interest expense was $16.2 million for the first six months of 2024, an increase of $1.0 million, or 7.0%, from $15.2 million for the first six months of 2023. Other non-interest expense increased $0.7 million primarily because a goodwill impairment was recorded in the second quarter. Professional services increased $0.5 million between the periods primarily because of an increase in legal, accounting, and other professional services expenses related to the pending merger. The Company expects to incur additional merger related costs through the closing of the pending merger with Alerus. Data processing expense increased $0.1 million due to an increase in debit card processing expenses between the periods. These increases were partially offset by a $0.1 million decrease in compensation and benefits expense primarily because of decrease in the number of employees between the periods. Occupancy and equipment expense decreased $0.1 million between the periods due primarily to a decrease in building expenses.

Income tax expense was $0.9 million for the first six months of 2024, a decrease of $0.3 million from $1.2 million for the first six months of 2023. The decrease in income tax expense between the periods is primarily the result of a decrease in pre-tax income.

 

Return on Assets and Equity

Return on average assets (annualized) for the first six months of 2024 was 0.40%, compared to 0.56% for the first six months of 2023. Return on average equity (annualized) was 3.77% for the first six months of 2024, compared to 5.22% for the same period in 2023. Book value per common share at June 30, 2024 was $24.71, compared to $22.76 at June 30, 2023.

 

General Information

HMN Financial, Inc. and the Bank are headquartered in Rochester, Minnesota. Home Federal Savings Bank operates twelve full service offices in Minnesota located in Albert Lea, Austin, Eagan, Kasson, La Crescent, Owatonna, Rochester (4), Spring Valley and Winona, one full service office in Marshalltown, Iowa, and one full service office in Pewaukee, Wisconsin. The Bank also operates a loan origination office located in La Crosse, Wisconsin.

 

Safe Harbor Statement

This press release 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 “anticipate,” “continue,” “could,” “expect,” “future,” “may,” “optimistic”, “project” and “will,” or similar statements or variations of such terms and include, but are not limited to, those relating to: the possibility that any of the anticipated benefits of the proposed merger will not be realized or will not be realized within the expected time period; the risk that integration of HMN’s operations with those of Alerus will be materially delayed or will be more costly or difficult than expected; the parties’ inability to meet expectations regarding the timing of the proposed merger; changes to tax legislation and their potential effects on the accounting for the proposed merger; the inability to complete the proposed merger due to the failure of HMN’s or Alerus’ stockholders to adopt the merger agreement, or the failure of Alerus’ stockholders to approve the issuance of Alerus common stock in connection with the merger; the failure to satisfy other conditions to completion of the proposed merger, including receipt of required regulatory and other approvals; the failure of the proposed merger to close for any other reason; diversion of management’s attention from ongoing business operations and opportunities due to the proposed merger; the challenges of integrating and retaining key employees; the effect of the announcement of the proposed merger on HMN’s, Alerus’ or the combined company’s respective customer and employee relationships and operating results; the possibility that the proposed merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events; the amount HMN’s stockholders’ equity as of the closing date of the proposed merger and any potential downward adjustment in the exchange ratio; the dilution caused by Alerus’ issuance of additional shares of Alerus common stock in connection with the proposed merger; enacted and expected changes to the federal funds rate and the resulting impacts on consumer deposits, loan originations, net interest margin, net interest income and related aspects of the Home Federal Savings Bank’s (the Bank) business; the anticipated impacts of inflation and rising interest rates on the general economy, the Bank’s clients, and the allowance for credit losses; anticipated future levels of the provision for credit losses; anticipated level of future asset growth; anticipated ability to maintain and grow core deposit relationships; anticipated call dates of callable investments owned; anticipated impact of tax law changes on future taxable state income; anticipated level of future core deposit growth; and the payment of dividends by HMN.

 

(Page 8 of 14)

 

A number of factors, many of which may be amplified by deterioration in economic conditions, 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 Office of the Comptroller of the Currency (OCC) and the Federal Reserve Bank of Minneapolis in the event of non-compliance with any applicable regulatory standard or requirement; adverse economic, business and competitive developments such as shrinking interest margins, reduced collateral values, deposit outflows, changes in credit or other risks posed by the Company’s loan and investment portfolios; changes in costs associated with traditional and alternate funding sources, including changes in collateral advance rates and policies of the Federal Home Loan Bank (FHLB) and the Federal Reserve Bank; technological, computer-related or operational difficulties including those from any third party cyberattack; reduced demand for financial services and loan products; adverse developments affecting the financial services industry, such as recent bank failures or concerns involving liquidity; 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; the Company’s 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 “Risk Factors” section of the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2023. All forward-looking statements are qualified by, and should be considered in conjunction with, such cautionary statements. All statements in this press release, including forward-looking statements, speak only as of the date they are made, and the Company undertakes no duty to update any of the forward-looking statements after the date of this press release.

 

Additional Information and Where to Find It

 

Alerus filed a registration statement on Form S-4 with the SEC on July 15, 2024 in connection with the proposed transaction. The registration statement includes a joint proxy statement of Alerus and HMN that also constitutes a prospectus of Alerus, which will be sent to the stockholders of Alerus and HMN after the SEC declares the registration statement effective. Before making any voting decision, the stockholders of Alerus and HMN are advised to read the joint proxy statement/prospectus when it becomes available because it will contain important information about Alerus, HMN and the proposed transaction. When filed, this document and other documents relating to the Merger filed by Alerus or HMN can be obtained free of charge from the SEC’s website at www.sec.gov. These documents also can be obtained free of charge by accessing Alerus’ website at www.alerus.com under the link “Investors Relations” and then under “SEC Filings” and HMN’s website at www.justcallhome.com/HMNFinancial under “SEC Filings.” Alternatively, these documents can be obtained free of charge from Alerus upon written request to Alerus Financial Corporation, Corporate Secretary, 401 Demers Avenue, Grand Forks, North Dakota 58201 or by calling (701) 795-3200, or from HMN upon written request to HMN Financial, Inc., Corporate Secretary, 1016 Civic Center Drive NW, Rochester, Minnesota 55901 or by calling (507) 535-1200. The contents of the websites referenced above are not deemed to be incorporated by reference into this press release, the registration statement or the joint proxy statement/prospectus.

 

(Page 9 of 14)

 

Participants in the Solicitation

 

This press release does not constitute a solicitation of proxy, an offer to purchase or a solicitation of an offer to sell any securities. Alerus, HMN, and certain of their directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from the stockholders of Alerus and HMN in connection with the proposed merger under SEC rules. Information about the directors and executive officers of Alerus and HMN will be included in the joint proxy statement/prospectus for the proposed transaction filed with the SEC. These documents (when available) may be obtained free of charge in the manner described above under “Additional Information and Where to Find It.”

Security holders may obtain information regarding the names, affiliations and interests of Alerus’ directors and executive officers in the definitive proxy statement of Alerus relating to its 2024 Annual Meeting of Stockholders filed with the SEC on March 25, 2024 and on Alerus’ Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on March 8, 2024. Security holders may also obtain information regarding the names, affiliations and interests of HMN’s directors and executive officers in the definitive proxy statement of HMN relating to its 2024 Annual Meeting of Stockholders filed with the SEC on March 21, 2024 and HMN’s Annual Report on Form 10-K/A for the year ended December 31, 2023 filed with the SEC on March 19, 2024. To the extent the holdings of Alerus’ securities by Alerus’ directors and executive officers or the holdings of HMN securities by HMN’s directors and executive officers have changed since the amounts set forth in Alerus’ or HMN’s respective proxy statement for its 2024 Annual Meeting of Stockholders, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. These documents can be obtained free of charge in the manner described above under “Additional Information and Where to Find It.”

 

Non-GAAP Financial Measures

 

In this press release, to supplement our consolidated financial statements, the Company presents adjusted total noninterest expense, adjusted total income tax expense, adjusted net income, adjusted diluted earnings per share, adjusted return on average assets, adjusted return on average stockholders’ equity and adjusted book value per share to reflect the impact of expenses incurred in connection with the aforementioned Plan of Merger. These measures are not in accordance with accounting principles generally accepted in the United States of America (GAAP) and accordingly reconciliations of these items to these items determined in accordance with GAAP are included in the “Reconciliation of Non-GAAP Results” table at the end of this press release.

 

 

(Three pages of selected consolidated financial information are included with this release.)

 

***END***

 

(Page 10 of 14)

 

HMN FINANCIAL, INC. AND SUBSIDIARIES

Consolidated Balance Sheets

           
   

June 30,

   

December 31,

 

(Dollars in thousands)

 

2024

   

2023

 
   

(unaudited)

         

Assets

               

Cash and cash equivalents

  $ 13,663       11,151  

Securities available for sale:

               

Mortgage-backed and related securities (amortized cost $161,951 and $179,366)

    144,991       161,414  

Other marketable securities (amortized cost $54,330 and $54,112)

    54,031       53,680  

Total securities available for sale

    199,022       215,094  
                 

Loans held for sale

    2,861       1,006  

Loans receivable, net

    864,698       845,692  

Accrued interest receivable

    3,982       3,553  

Mortgage servicing rights, net

    2,643       2,709  

Premises and equipment, net

    15,623       15,995  

Goodwill

    0       802  

Prepaid expenses and other assets

    3,967       3,962  

Deferred tax asset, net

    7,088       7,171  

Total assets

  $ 1,113,547       1,107,135  
                 

Liabilities and Stockholders’ Equity

               

Deposits

  $ 983,244       976,793  

Federal Home Loan Bank advances and Federal Reserve borrowings

    10,800       13,200  

Accrued interest payable

    3,903       2,399  

Customer escrows

    1,993       2,246  

Accrued expenses and other liabilities

    3,264       4,790  

Total liabilities

    1,003,204       999,428  

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 outstanding 4,464,952 and 4,457,905

    91       91  

Additional paid-in capital

    41,280       41,235  

Retained earnings, subject to certain restrictions

    143,782       142,278  

Accumulated other comprehensive loss

    (12,367 )     (13,191 )

Unearned employee stock ownership plan shares

    (772 )     (870 )

Treasury stock, at cost 4,663,710 and 4,670,757 shares

    (61,671 )     (61,836 )

Total stockholders’ equity

    110,343       107,707  

Total liabilities and stockholders’ equity

  $ 1,113,547       1,107,135  

 


(Page 11 of 14)

 

HMN FINANCIAL, INC. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

(unaudited)

 


   

Three Months Ended

   

Six Months Ended

 
   

June 30,

   

June 30,

 

(Dollars in thousands, except per share data)

 

2024

   

2023

   

2024

   

2023

 

Interest income:

                               

Loans receivable

  $ 11,104       9,619       21,790       18,622  

Securities available for sale:

                               

Mortgage-backed and related

    473       600       987       1,252  

Other marketable

    558       200       967       343  

Other

    445       78       835       193  

Total interest income

    12,580       10,497       24,579       20,410  
                                 

Interest expense:

                               

Deposits

    5,070       2,549       9,810       4,352  

Customer escrows

    0       23       0       55  

Advances and other borrowings

    18       197       21       212  

Total interest expense

    5,088       2,769       9,831       4,619  
                                 

Net interest income

    7,492       7,728       14,748       15,791  
                                 

Provision for credit losses

    (306 )     256       (515 )     248  

Net interest income after provision for credit losses

    7,798       7,472       15,263       15,543  
                                 

Non-interest income:

                               

Fees and service charges

    764       831       1,496       1,638  

Loan servicing fees

    386       391       774       791  

Gain on sales of loans

    633       334       927       629  

Other

    427       418       920       844  

Total non-interest income

    2,210       1,974       4,117       3,902  
                                 

Non-interest expense:

                               

Compensation and benefits

    4,420       4,459       9,117       9,264  

Occupancy and equipment

    880       914       1,732       1,864  

Data processing

    579       545       1,114       1,050  

Professional services

    750       292       1,071       529  

Other

    2,036       1,247       3,182       2,443  

Total non-interest expense

    8,665       7,457       16,216       15,150  

Income before income tax expense

    1,343       1,989       3,164       4,295  

Income tax expense

    373       568       876       1,240  

Net income

    970       1,421       2,288       3,055  

Other comprehensive income, net of tax

    832       705       824       2,951  

Comprehensive income available to common stockholders

  $ 1,802       2,126       3,112       6,006  

Basic earnings per share

  $ 0.22       0.33       0.53       0.70  

Diluted earnings per share

  $ 0.22       0.32       0.52       0.70  

 


(Page 12 of 14)

 

HMN FINANCIAL, INC. AND SUBSIDIARIES

 

Selected Consolidated Financial Information

 

(unaudited)

 

 

SELECTED FINANCIAL DATA:

 

Three Months Ended

June 30,

   

Six Months Ended
June 30,

 

(Dollars in thousands, except per share data)

     2024        2023        2024        2023  

I. OPERATING DATA:

                               

Interest income

  $ 12,580       10,497       24,579       20,410  

Interest expense

    5,088       2,769       9,831       4,619  

Net interest income

    7,492       7,728       14,748       15,791  
                                 

II. AVERAGE BALANCES:

                               

Assets (1)

    1,151,730       1,105,130       1,147,967       1,099,675  

Loans receivable, net

    858,228       800,483       852,834       788,723  

Securities available for sale (1)

    221,664       259,187       225,783       263,909  

Interest-earning assets (1)

    1,115,504       1,068,203       1,111,688       1,062,904  

Interest-bearing liabilities and non-interest bearing deposits

    1,020,034       979,224       1,017,641       974,823  

Equity (1)

    122,786       118,568       122,139       118,021  
                                 

III. PERFORMANCE RATIOS: (1)

                               

Return on average assets (annualized)

    0.34 %     0.52 %     0.40 %     0.56 %

Interest rate spread information:

                               

Average during period

    2.53       2.81       2.51       2.91  

End of period

    2.60       2.78       2.60       2.78  

Net interest margin

    2.70       2.90       2.67       3.00  

Ratio of operating expense to average total assets (annualized)

    3.03       2.71       2.84       2.78  

Return on average common equity (annualized)

    3.18       4.81       3.77       5.22  

Efficiency

    89.31       76.86       85.96       76.93  

 

   

June 30,

   

December 31,

   

June 30,

 
   

2024

   

2023

   

2023

 

IV. EMPLOYEE DATA:

                       

Number of full time equivalent employees

    153       162       167  
                         

V. ASSET QUALITY:

                       

Total non-performing assets

  $ 3,190       3,818       1,751  

Non-performing assets to total assets

    0.29 %     0.34 %     0.16 %

Non-performing loans to total loans receivable

    0.36       0.44       0.18  

Allowance for credit losses

  $ 11,292       11,824       11,517  

Allowance for credit losses to total assets

    1.01 %     1.07 %     1.04 %

Allowance for credit losses to total loans receivable

    1.29       1.38       1.37  

Allowance for credit losses to non-performing loans

    353.92       309.69       752.44  
                         

VI. BOOK VALUE PER COMMON SHARE:

                       

Book value per common share

  $ 24.71       24.16       22.76  

 

 

   

Six Months Ended

June 30,

2024

   

Year Ended

December 31,

2023

   

Six Months Ended

June 30,

2023

 

VII. CAPITAL RATIOS:

                       

Stockholders’ equity to total assets, at end of period

    9.91 %     9.73 %     9.21 %

Average stockholders’ equity to average assets (1)

    10.64       10.65       10.73  

Ratio of average interest-earning assets to average interest-bearing liabilities and non-interest bearing deposits (1)

    109.24       109.00       109.04  

Home Federal Savings Bank regulatory capital ratios:

                       

Common equity tier 1 capital ratio

    11.94       11.54       11.36  

Tier 1 capital leverage ratio

    9.28       9.08       9.25  

Tier 1 capital ratio

    11.94       11.54       11.36  

Risk-based capital

    13.19       12.80       12.61  

 

(1)         Average balances were calculated based upon amortized cost without the market value impact of ASC 320.

 

(Page 13 of 14)

 

VIII. RECONCILIATION OF NON-GAAP MEASURES

 

Three Months

Ended June 30,

2024

   

Six Months

Ended June 30,

2024

 

Total noninterest expense (GAAP)

  $ 8,665     $ 16,216  

Less: merger-related expenses

    (500 )     (500 )

Adjusted total noninterest expense

  $ 8,165     $ 15,716  
                 

Income tax expense (GAAP)

  $ 373     $ 876  

Plus: merger-related expenses

    136       136  

Adjusted total income tax expense

  $ 509     $ 1,012  
                 

Net income (GAAP)

  $ 970     $ 2,288  

Plus: merger-related expenses

    500       500  

Less: related tax effect

    (136 )     (136 )

Adjusted net income

  $ 1,334     $ 2,652  
                 

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

    4,378,816       4,374,430  
                 

Diluted earnings per shares (GAAP)

  $ 0.22     $ 0.52  

Plus: effect of merger-related expenses

    0.08       0.09  

Adjusted diluted earnings per share

  $ 0.30     $ 0.61  
                 

Return on average assets

    0.34 %     0.40 %

Less: merger-related expenses

    0.13       0.06  

Adjusted return on average assets

    0.47 %     0.46 %
                 

Return on average equity (GAAP)

    3.18 %     3.77 %

Plus: effect of merger-related expenses

    1.19       0.60  

Adjusted return on average shareholders’ equity

    4.37 %     4.37 %
                 

Net outstanding common shares

    4,464,952       4,464,952  
                 

Book value per share

  $ 24.71     $ 24.71  

Plus: effect of merger-related expenses

    0.08       0.08  

Adjusted book value per share

  $ 24.79     $ 24.79  

 


 

This press release contains certain financial information determined by methods other than in accordance with GAAP. This non-GAAP disclosure has limitation as an analytical tool and should not be considered in isolation or as a substitute for the analysis of the Company’s results as reported under GAAP, nor is it necessarily comparable to non-GAAP performance measures that may be presented by other companies. Our management uses this non-GAAP measure in its analysis of our performance because it believes this measure is material and will be used as a measure of our performance by investors.

 

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