UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF ~~THE~~
	~~SECURITIES~~THESECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended March 31, 20202021

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
	SECURITIES EXCHANGE ACT OF 1934
	For the transition period from _________ to _________

Commission File Number 0-24100

HMN FINANCIAL, INC.

(Exact name of registrant as specified in its charter)

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

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

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

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

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock	HMNF	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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

Large accelerated filer ☐	Accelerated filer ☐	Non-accelerated filer ☐☒
Smaller reporting company ☒	Emerging growth company ☐

If an emerging growth company, indicate by 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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

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

Class		Outstanding at April ~~24, 2020~~30, 2021
Common stock, $0.01 par value		~~4,833,973~~4,732,575

Table of Contents

HMN FINANCIAL, INC.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION

		Page
Item 1:	Financial Statements	3

	Consolidated Balance Sheets at March 31, ~~2020~~2021 and December 31, ~~2019~~2020	3

	Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, ~~2020~~2021 and ~~2019~~2020	4

	Consolidated Statements of Stockholders' Equity for the Three ~~Month Periods~~Months Ended March 31, ~~2020~~2021 and ~~2019~~2020	5

	Consolidated Statements of Cash Flows for the Three Months Ended March 31, ~~2020~~2021 and ~~2019~~2020	6

	Notes to Consolidated Financial Statements	7

Item 2:	Management's Discussion and Analysis of Financial Condition and Results of Operations	2423

Item 3:	Quantitative and Qualitative Disclosures About Market Risk	33

Item 4:	Controls and Procedures	33

PART II – OTHER INFORMATION

Item 1:	Legal Proceedings	34

Item 1A:	Risk Factors	34

Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	34

Item 3:	Defaults Upon Senior Securities	3534

Item 4:	Mine Safety Disclosures	3534

Item 5:	Other Information	3534

Item 6:	Exhibits	3635

Signatures		3736

Table of Contents

PART I – FINANCIAL INFORMATION

IItem 1~~tem~~ 1 : Financial Statements

HMN FINANCIAL, INC. AND SUBSIDIARIES
Consolidated Balance Sheets

	March 31,			December 31,			March 31,			December 31,
(Dollars in thousands)	2020			2019
(Dollars in thousands, except per share data)							2021			2020
	(unaudited)						(unaudited)
Assets
Cash and cash equivalents	$	35,744			44,399		$	115,391			86,269
Securities available for sale:
Mortgage-backed and related securities (amortized cost $52,160 and $54,777)		53,687			54,851
Other marketable securities (amortized cost $46,945 and $52,751)		47,252			52,741
Mortgage-backed and related securities (amortized cost $133,434 and $99,821)								133,505			101,464
Other marketable securities (amortized cost $45,786 and $46,491)								45,773			46,626
		100,939			107,592			179,278			148,090

Equity securities		110			167
Loans held for sale		4,884			3,606			7,256			6,186
Loans receivable, net		617,645			596,392			641,787			642,630
Accrued interest receivable		2,236			2,251			2,374			3,102
Real estate, net		683			580
Federal Home Loan Bank stock, at cost		932			854
Mortgage servicing rights, net		2,206			2,172			3,114			3,043
Premises and equipment, net		10,426			10,515			9,945			10,133
Goodwill		802			802			802			802
Core deposit intangible		131			156			32			57
Prepaid expenses and other assets		6,254			6,451			8,819			7,241
Deferred tax asset, net		1,208			1,702			2,507			2,027
Total assets	$	784,200			777,639		$	971,305			909,580

Liabilities and Stockholders’ Equity
Liabilities and Stockholders’ Equity
Deposits	$	677,519			673,870		$	855,478			795,204
Accrued interest payable		344			420			145			140
Customer escrows		3,120			2,413			2,971			1,998
Accrued expenses and other liabilities		8,182			8,288			7,647			8,986
Total liabilities		689,165			684,991			866,241			806,328
Commitments and contingencies
Stockholders’ equity:
Serial-preferred stock ($.01 par value): authorized 500,000 shares; issued 0		0			0			0			0
Common stock ($.01 par value): authorized 16,000,000 shares; issued 9,128,662		91			91			91			91
Additional paid-in capital		40,347			40,365			40,405			40,480
Retained earnings, subject to certain restrictions		108,932			107,547			121,267			117,849
Accumulated other comprehensive income		1,321			46			41			1,282
Unearned employee stock ownership plan shares		(1,595	)		(1,643	)		(1,401	)		(1,450	)
Treasury stock, at cost 4,300,689 and 4,284,840 shares		(54,061	)		(53,758	)
Treasury stock, at cost 4,377,829 and 4,359,552 shares								(55,339	)		(55,000	)
Total stockholders’ equity		95,035			92,648			105,064			103,252
Total liabilities and stockholders’ equity	$	784,200			777,639		$	971,305			909,580

See accompanying notes to consolidated financial statements.

Table of Contents

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

	Three Months Ended March 31,				Three Months Ended March 31,
(Dollars in thousands, except per share data)	2020		2019		2021			2020
Interest income:
Loans receivable	$	7,240		7,268	$	7,360			7,240
Securities available for sale:
Mortgage-backed and related		289		46		391			289
Other marketable		212		292		107			212
Other		103		126		31			103
Total interest income		7,844		7,732		7,889			7,844

Interest expense:
Deposits		892		690		453			892
Total interest expense		892		690		453			892
Net interest income		6,952		7,042		7,436			6,952
Provision for loan losses		460		27		(576	)		460
Net interest income after provision for loan losses		6,492		7,015		8,012			6,492

Non-interest income:
Fees and service charges		714		700		739			714
Loan servicing fees		332		315		395			332
Gain on sales of loans		1,134		379		1,773			1,134
Other		291		297		348			291
Total non-interest income		2,471		1,691		3,255			2,471

Non-interest expense:
Compensation and benefits		4,047		3,910		3,821			4,047
Occupancy and equipment		1,123		1,060		1,107			1,123
Data processing		308		301		347			308
Professional services		487		272		203			487
Other		1,036		903		1,001			1,036
Total non-interest expense		7,001		6,446		6,479			7,001
Income before income tax expense		1,962		2,260		4,788			1,962
Income tax expense		577		640		1,370			577
Net income		1,385		1,620		3,418			1,385
Other comprehensive income, net of tax		1,275		484
Comprehensive income available to common shareholders	$	2,660		2,104
Other comprehensive (loss) income, net of tax						(1,241	)		1,275
Comprehensive income available to common stockholders					$	2,177			2,660
Basic earnings per share	$	0.30		0.35	$	0.75			0.30
Diluted earnings per share	$	0.30		0.35	$	0.74			0.30

See accompanying notes to consolidated financial statements.

~~Table of Contents~~

~~HMN FINANCIAL, INC. AND SUBSIDIARIES~~

~~Consolidated Statement~~s ~~of Stockholders' Equity~~

~~For the Three Month Period~~s ~~Ended March 31, 20~~20 ~~and 201~~9

~~(unaudited)~~

Unearned

Employee

Accumulated

Stock

Total

Additional

Other

Ownership

Stock-

Common

Paid-In

Retained

Comprehensive

Plan

Treasury

Holders’

(Dollars in thousands)

Stock

Capital

Earnings

Income

Shares

Stock

Equity

Balance, December 31, 2019
$ 91 40,365 107,547 46 (1,643 ) (53,758 ) 92,648
Net income
1,385 1,385
Other comprehensive income
1,275 1,275
Stock repurchases
(360 ) (360 )
Restricted stock awards
(117 ) 117 0
Stock awards withheld for tax withholding
(60 ) (60 )
Amortization of restricted stock awards
46 46
Earned employee stock ownership plan shares
53 48 101
Balance, March 31, 2020
$ 91 40,347 108,932 1,321 (1,595 ) (54,061 ) 95,035

Unearned

Employee
��

Accumulated

Stock

Total

Additional

Other

Ownership

Stock-

Common

Paid-In

Retained

Comprehensive

Plan

Treasury

Holders’

(Dollars in thousands)

Stock

Capital

Earnings

Loss

Shares

Stock

Equity

Balance, December 31, 2018
$ 91 40,090 99,754 (1,096 ) (1,836 ) (53,856 ) 83,147
Net income
1,620 1,620
Other comprehensive income
484 484
Restricted stock awards
(110 ) 110 0
Stock awards withheld for tax withholding
(45 ) (45 )
Amortization of restricted stock awards
42 42
Earned employee stock ownership plan shares
54 48 102
Balance, March 31, 2019
$ 91 40,076 101,374 (612 ) (1,788 ) (53,791 ) 85,350

~~See accompanying notes to consolidated financial statements.~~

Table of Contents

HMN FINANCIAL, INC. AND SUBSIDIARIES

Consolidated Statements of Stockholders' Equity

(unaudited)

											Unearned
											Employee
								Accumulated			Stock						Total
			Additional					Other			Ownership						Stock-
	Common		Paid-In			Retained		Comprehensive			Plan			Treasury			Holders’
(Dollars in thousands)	Stock		Capital			Earnings		Income			Shares			Stock			Equity
Balance, December 31, 2020	$	91		40,480			117,849		1,282			(1,450	)		(55,000	)		103,252
Net income							3,418											3,418
Other comprehensive loss									(1,241	)								(1,241	)
Stock repurchases				0											(523	)		(523	)
Restricted stock awards				(184	)										184			0
Amortization of restricted stock awards				60														60
Earned employee stock ownership plan shares				49								49						98
Balance, March 31, 2021	$	91		40,405			121,267		41			(1,401	)		(55,339	)		105,064

										Unearned
										Employee
								Accumulated		Stock						Total
			Additional					Other		Ownership						Stock-
	Common		Paid-In			Retained		Comprehensive		Plan			Treasury			Holders’
(Dollars in thousands)	Stock		Capital			Earnings		Income		Shares			Stock			Equity
Balance, December 31, 2019	$	91		40,365			107,547		46		(1,643	)		(53,758	)		92,648
Net income							1,385										1,385
Other comprehensive income									1,275								1,275
Stock repurchases														(360	)		(360	)
Restricted stock awards				(117	)									117			0
Stock awards withheld for tax withholding														(60	)		(60	)
Amortization of restricted stock awards				46													46
Earned employee stock ownership plan shares				53							48						101
Balance, March 31, 2020	$	91		40,347			108,932		1,321		(1,595	)		(54,061	)		95,035

See accompanying notes to consolidated financial statements.

Table of Contents

HMN FINANCIAL, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(unaudited)

	Three Months Ended March 31,						Three Months Ended March 31,
(Dollars in thousands)	2020			2019			2021			2020
Cash flows from operating activities:
Net income	$	1,385			1,620		$	3,418			1,385
Adjustments to reconcile net income to cash provided by operating activities:
Provision for loan losses		460			27			(576	)		460
Depreciation		291			273			254			291
Amortization of premiums (discounts), net		16			(4	)
Amortization of deferred loan fees		2			13
Amortization of premiums, net								181			16
Amortization of deferred loan (fees) costs								(625	)		2
Amortization of core deposit intangible		25			24			25			25
Amortization of purchased loan fair value adjustments		(4	)		(8	)		(5	)		(4	)
Amortization of mortgage servicing rights		228			140			297			228
Capitalized mortgage servicing rights		(262	)		(116	)		(368	)		(262	)
Securities losses (gains), net		57			(24	)
Securities (gains) losses, net								(53	)		57
Loss on sales of real estate		2			0			0			2
Gain on sales of loans		(1,134	)		(379	)		(1,773	)		(1,134	)
Proceeds from sale of loans held for sale		29,514			13,599			50,040			29,514
Disbursements on loans held for sale		(29,133	)		(12,370	)		(46,156	)		(29,133	)
Amortization of restricted stock awards		46			42			60			46
Amortization of unearned Employee Stock Ownership Plan shares		48			48			49			48
Earned Employee Stock Ownership Plan shares priced above original cost		53			54			49			53
Decrease in accrued interest receivable		15			30			728			15
Decrease in accrued interest payable		(76	)		(14	)
Decrease in other assets		505			668
Increase (decrease) in other liabilities		30			(572	)
Increase (decrease) in accrued interest payable								5			(76	)
(Increase) decrease in other assets								(1,586	)		505
(Decrease) increase in other liabilities								(1,295	)		30
Other, net		0			1			2			0
Net cash provided by operating activities		2,068			3,052			2,671			2,068
Cash flows from investing activities:
Principal collected on securities available for sale		2,633			443			7,498			2,633
Proceeds collected on maturities of securities available for sale		25,875			300			25,682			25,875
Purchases of securities available for sale		(20,102	)		0			(66,268	)		(20,102	)
Purchase of Federal Home Loan Bank stock		(79	)		0			(159	)		(79	)
Redemption of Federal Home Loan Bank stock		0			14
Proceeds from sales of real estate owned		34			0			0			34
Net increase in loans receivable		(22,818	)		(13,592	)		(960	)		(22,818	)
Purchases of premises and equipment		(202	)		(189	)		(66	)		(202	)
Net cash used by investing activities		(14,659	)		(13,024	)		(34,273	)		(14,659	)
Cash flows from financing activities:
Increase in deposits		3,649			3,240			60,274			3,649
Purchase of treasury stock		(360	)		0			(523	)		(360	)
Stock awards withheld for tax withholding		(60	)		(45	)		0			(60	)
Increase in customer escrows		707			1,189			973			707
Net cash provided by financing activities		3,936			4,384			60,724			3,936
Decrease in cash and cash equivalents		(8,655	)		(5,588	)
Increase (decrease) in cash and cash equivalents								29,122			(8,655	)
Cash and cash equivalents, beginning of period		44,399			20,709			86,269			44,399
Cash and cash equivalents, end of period	$	35,744			15,121		$	115,391			35,744
Supplemental cash flow disclosures:
Cash paid for interest	$	968			704		$	448			968
Cash paid for income taxes								1,921			0
Supplemental noncash flow disclosures:
Loans transferred to loans held for sale		969			759			3,008			969
Transfer of loans to real estate		139			30			0			139
Right to use assets and lease obligations		0			4,505

See accompanying notes to consolidated financial statements.

Table of Contents

HMN FINANCIAL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(unaudited)

(1)~~HMN Financial, Inc.~~

HMN Financial, Inc.

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

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

(2)~~Basis of Preparation~~

Basis of Preparation

The accompanying unaudited consolidated financial statements were prepared in accordance with instructions for Form 10-Q and, therefore, do not include all disclosures necessary for a complete presentation of the consolidated balance sheets, consolidated statements of comprehensive income, consolidated ~~statement~~statements of stockholders' equity and consolidated statements of cash flows in conformity with U.S. Generally Accepted Accounting Principles (GAAP). However, all normal recurring adjustments which are, in the opinion of management, necessary for the fair presentation of the interim financial statements have been included. The results of operations for the three month period ended March 31, ~~2020~~2021 are not necessarily indicative of the results which may be expected for the entire year.

(3)~~New Accounting Standards~~

New Accounting Standards

In June 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The amendments in this ASU affect all entities that measure credit losses on financial instruments including loans, debt securities, trade receivables, net investments in leases, off-balance sheet credit exposures, reinsurance receivables, and any other financial asset that has a contractual right to receive cash that is not specifically excluded. The main objective of this ASU is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. To achieve this objective, the amendments in this ASU replace the incurred loss impairment methodology required in current GAAP with a methodology that reflects expected credit losses that requires consideration of a broader range of reasonable and supportable information to estimate credit losses. The amendments in this ASU will affect entities to varying degrees depending on the credit quality of the assets held by the entity, the duration of the assets held, and how the entity applies the current incurred loss methodology. The amendments in this ASU, for public business entities that are filers with the Securities and Exchange Commission (SEC), were originally effective for fiscal years beginning after December 15, 2019, including interim periods within those annual periods.

On November 26, 2019, the FASB issued ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments – Credit Losses which delayed the implementation date of ASU 2016-13 for SEC smaller reporting companies, such as HMN, from the first quarter of 2020 to the first quarter of 2023. All entities may adopt the amendments in the ASU early as of the fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Amendments should be applied using a modified retrospective transition method by means of a cumulative-effect adjustment to equity as of the beginning of the period in which the guidance is adopted. The Company has not early adopted this ASU. Management has accumulated the charge off information necessary to calculate the appropriate life of loan loss percentages for the various loan categories, has identified several key metrics to help identify and project anticipated changes in the credit quality of the Bank’s loan portfolio upon enactment, and is in the process of evaluating the determination of potential qualitative reserve amounts and the impact that the adoption of this ASU will have on the Company’s consolidated financial statements when it is adopted in the first quarter of 2023.

Table of Contents

On February 6, 2020, the FASB issued ASU 2020-02, Financial Instruments-Credit Losses (Topic 326) and Leases (Topic 842)-Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842). The amendments in this ASU related to Leases (Topic 842) did not have any impact on the Company. The amendments in this ASU related to Topic 326 adds additional guidance related to the SEC’s expectations for the documentation of the measurement, review process, and the systematic methodology used by entities to determine the current credit losses under FASB ASC Topic 326. Management is currently in the process of reviewing how the Company’s credit loss calculation and review processes will be impacted by the additional guidance of this ASU when ASC Topic 326 is adopted in the first quarter of 2023.

~~Table of Contents~~

(4) ~~Fair Value Measurements~~
(4)
Fair Value Measurements

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

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

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

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

The following table summarizes the assets and liabilities of the Company for which fair values are determined on a recurring basis as of March 31, ~~2020~~2021 and December ~~31, 2019.~~

Carrying value at March 31, 2020

(Dollars in thousands)

Total

Level 1

Level 2

Level 3

Securities available for sale
$ 100,939 0 100,939 0
Equity securities
110 0 110 0
Mortgage loan commitments
522 0 522 0
Total
$ 101,571 0 101,571 0

Carrying value at December 31, 2019

(Dollars in thousands)

Total

Level 1

Level 2

Level 3

Securities available for sale
$ 107,592 0 107,592 0
Equity securities
167 0 167 0
Mortgage loan commitments
14 0 14 0
Total
$ 107,773 0 107,773 0

~~There were no transfers between Levels 1, 2, or 3 during the three months ended March~~ 31, 2020.

	Carrying Value at March 31, 2021
(Dollars in thousands)	Total			Level 1		Level 2			Level 3
Securities available for sale	$	179,278			0		179,278			0
Equity securities		201			0		201			0
Mortgage loan commitments		(27	)		0		(27	)		0
Total	$	179,452			0		179,452			0

~~Table of Contents~~

	Carrying Value at December 31, 2020
(Dollars in thousands)	Total		Level 1		Level 2		Level 3
Securities available for sale	$	148,090		0		148,090		0
Equity securities		149		0		149		0
Mortgage loan commitments		261		0		261		0
Total	$	148,500		0		148,500		0

The Company may also be required, from time to time, to measure certain other financial assets at fair value on a nonrecurring basis in accordance with GAAP. These adjustments to fair value usually result from the application of the lower-of-cost-or-market accounting or write-downs of individual assets. The following table provides the level of valuation assumptions used to determine each adjustment and the carrying value of the related individual assets or portfolios at March 31, ~~2020~~2021 and December 31, ~~2019.~~2020.

Carrying value at March 31, 2020

(Dollars in thousands)

Total

Level 1

Level 2

Level 3

Three months ended
March 31, 2020
Total gains

Loans held for sale
$ 4,884 0 4,884 0 64
Mortgage servicing rights, net
2,206 0 2,206 0 0
Impaired loans⁽¹⁾
2,990 0 2,990 0 29
Real estate, net⁽²⁾
683 0 683 0 0
Total
$ 10,763 0 10,763 0 93

Table of Contents

Carrying value at December 31, 2019

(Dollars in thousands)

Total

Level 1

Level 2

Level 3

Year ended
December 31, 2019
Total losses

Loans held for sale
$ 3,606 0 3,606 0 (40 )
Mortgage servicing rights, net
2,172 0 2,172 0 0
Impaired loans⁽¹⁾
3,126 0 3,126 0 (28 )
Real estate, net⁽²⁾
580 0 580 0 0
Total
$ 9,484 0 9,484 0 (68 )

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

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

	Carrying Value at March 31, 2021
(Dollars in thousands)	Total		Level 1		Level 2		Level 3		Three Months Ended March 31, 2021 Total Losses
Loans held for sale	$	7,256		0		7,256		0		(113	)
Mortgage servicing rights, net		3,114		0		3,114		0		0
Impaired loans		2,752		0		2,752		0		(5	)
Real estate, net		666		0		666		0		0
Total	$	13,788		0		13,788		0		(118	)

	Carrying Value at December 31, 2020
(Dollars in thousands)	Total		Level 1		Level 2		Level 3		Year Ended December 31, 2020 Total Gains (Losses)
Loans held for sale	$	6,186		0		6,186		0		28
Mortgage servicing rights, net		3,043		0		3,043		0		0
Impaired loans		2,888		0		2,888		0		(76	)
Real estate, net		636		0		636		0		0
Total	$	12,753		0		12,753		0		(48	)

(5)(5)~~Fair Value of Financial Instruments~~

Fair Value of Financial Instruments

ASC 825, Disclosures about Fair Values of Financial Instruments requires interim reporting period disclosure ~~about~~of the estimated fair ~~value~~values of the Company’s financial instruments, including assets, liabilities and off-balance sheet items for which it is practicable to estimate fair value. The fair value estimates are made as of March 31, ~~2020~~2021 and December 31, ~~2019~~2020 based upon relevant market information, if available, and upon the characteristics of the financial instruments themselves. Because no market exists for a significant portion of the Company’s financial instruments, fair value estimates are based upon judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments and other factors.

The estimated fair value of the Company’s financial instruments as of March 31, ~~2020~~2021 and December 31, ~~2019~~2020 are shown below. Following the table, there is an explanation of the methods and assumptions used to estimate the fair value of each class of financial instruments.

	March 31, 2020													December 31, 2019													March 31, 2021													December 31, 2020
							Fair value hierarchy										Fair value hierarchy																Fair Value Hierarchy													Fair Value Hierarchy
(Dollars in thousands)	Carrying amount			Estimated fair value			Level 1		Level 2		Level 3	Contract amount		Carrying amount			Estimated fair value			Level 1		Level 2		Level 3	Contract amount		Carrying Amount			Estimated Fair Value			Level 1		Level 2		Level 3	Contract Amount		Carrying Amount			Estimated Fair Value			Level 1		Level 2		Level 3	Contract Amount
Financial assets:
Cash and cash equivalents	$	35,744			35,744			35,744							44,399			44,399			44,399						$	115,391			115,391			115,391							86,269			86,269			86,269
Securities available for sale		100,939			100,939					100,939					107,592			107,592					107,592					179,278			179,278					179,278					148,090			148,090					148,090
Equity securities		110			110					110					167			167					167					201			201					201					149			149					149
Loans held for sale		4,884			4,884					4,884					3,606			3,606					3,606					7,256			7,256					7,256					6,186			6,186					6,186
Loans receivable, net		617,645			631,431					631,431					596,392			600,863					600,863					641,787			646,961					646,961					642,630			648,275					648,275
Federal Home Loan Bank stock		932			932					932					854			854					854					1,092			1,092					1,092					932			932					932
Accrued interest receivable		2,236			2,236					2,236					2,251			2,251					2,251					2,374			2,374					2,374					3,102			3,102					3,102
Financial liabilities:
Deposits		677,519			678,952					678,952					673,870			673,945					673,945					855,478			855,955					855,955					795,204			795,927					795,927
Accrued interest payable		344			344					344					420			420					420					145			145					145					140			140					140
Off-balance sheet finacial instruments:
Off-balance sheet financial instruments:
Commitments to extend credit		522			522								210,676		14			14								178,804		(27	)		(27	)							199,178		261			261								180,330
Commitments to sell loans		(81	)		(81	)							66,668		(16	)		(16	)							10,098		69			69								27,496		(44	)		(44	)							24,746

Cash and Cash Equivalents

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

~~Table of Contents~~

Securities Available for Sale

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

Equity Securities

The fair values of equity securities were based upon quoted market prices.

Table of Contents

Loans Held for Sale

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

Loans Receivable~~, net~~

The fair value of the loan portfolio, with the exception of the adjustable rate portfolio, was calculated by discounting the scheduled cash flows through the estimated maturity using anticipated prepayment speeds and using discount rates that reflect the credit and interest rate risk inherent in each loan portfolio. The fair value of the adjustable loan portfolio was estimated by grouping the loans with similar characteristics and comparing the characteristics of each group to the prices quoted for similar types of loans in the secondary market. The fair value disclosures for both the fixed and adjustable rate portfolios were adjusted to reflect the exit price amount anticipated to be received from the sale of the portfolio in an open market transaction.

~~Federal Home Loan Bank~~FHLB Stock

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

Accrued Interest Receivable

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

Deposits

The fair value of demand deposits, savings accounts and certain money market account deposits is the amount payable on demand at the reporting date. The fair value of fixed maturity certificates of deposit is estimated using the rates currently offered for deposits of similar remaining maturities. The fair value disclosures for all of the deposits were adjusted to reflect the exit price amount anticipated to be received from the sale of the deposits in an open market ~~transaction.~~transaction.

Accrued Interest Payable

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

Commitments to Extend Credit

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

Commitments to Sell Loans

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

(6)~~Other~~ ~~Comprehensive~~~~Income~~
(6)
Other Comprehensive (Loss) Income

Other comprehensive (loss) income is defined as the change in equity during a period from transactions and other events from ~~nonowner~~non-owner sources. Comprehensive income is the total of net income and other comprehensive loss or income, which for the Company is comprised of unrealized losses or gains on securities available for sale. The components of other comprehensive (loss) income and the related tax effects were as follows:

	For the period ended March 31,												For the period ended March 31,
(Dollars in thousands)	2020						2019						2021									2020
Securities available for sale:	Before tax		Tax effect		Net of tax		Before tax		Tax effect		Net of tax		Before Tax			Tax Effect			Net of Tax			Before Tax		Tax Effect		Net of Tax
Net unrealized gains arising during the period	$	1,770		495		1,275		671		187		484
Other comprehensive income	$	1,770		495		1,275		671		187		484
Gross unrealized (losses) gains arising during the period													$	(1,721	)		(480	)		(1,241	)		1,770		495		1,275
Other comprehensive (loss) income													$	(1,721	)		(480	)		(1,241	)		1,770		495		1,275

Table of Contents

(7)(7)~~Securities Available For Sale~~

Securities Available For Sale

The following table shows the gross unrealized losses and fair values for the securities available for sale portfolio, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at March 31, ~~2020~~2021 and December 31, ~~2019.~~2020.

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

March 31, 2020
March 31, 2021
Mortgage backed securities:
Federal National Mortgage Association (FNMA)																			10	$	48,284		(591	)	0	$	0		0		$	48,284		(591	)
Federal Home Loan Mortgage Corporation (FHLMC)																			8		38,717		(448	)	0		0		0			38,717		(448	)
Other marketable securities:
U.S. Government agency obligations																			6		29,922		(74	)	0		0		0			29,922		(74	)
Corporate preferred stock		0	$	0		0		1	$	525		(175	)	$	525		(175	)	0		0		0		1		630		(70	)		630		(70	)
Total temporarily impaired securities		0	$	0		0		1	$	525		(175	)	$	525		(175	)	24	$	116,923		(1,113	)	1	$	630		(70	)	$	117,553		(1,183	)

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

December 31, 2019
December 31, 2020
Mortgage backed securities:
FNMA		4	$	12,143		(65	)		0	$	0		0		$	12,143		(65	)	1	$	4,956		(3	)	0	$	0		0		$	4,956		(3	)
Other marketable securities:
U.S. Government agency obligations		0		0		0			4		19,972		(21	)		19,972		(21	)
Corporate preferred stock		0		0		0			1		665		(35	)		665		(35	)	0		0		0		1		630		(70	)		630		(70	)
Total temporarily impaired securities		4	$	12,143		(65	)		5	$	20,637		(56	)	$	32,780		(121	)	1	$	4,956		(3	)	1	$	630		(70	)	$	5,586		(73	)

The Company reviews its investment portfolio on a quarterly basis for indications of impairment. This review includes analyzing the length of time and the extent to which the fair value has been lower than the cost, the market liquidity for the investment, the financial condition and near-term prospects of the issuer, including any specific events which may influence the operations of the issuer, and the Company’s intent and ability to hold the investment for a period of time sufficient to recover the temporary loss. The unrealized losses on impaired securities other than the corporate preferred stock are the result of changes in interest rates. The unrealized losses reported for the corporate preferred stock at March 31, ~~2020~~2021 relates to a single trust preferred security that was issued by the holding company of a small community bank. As of March 31, ~~2020~~2021 all payments were current on the trust preferred security and the issuer’s subsidiary bank was considered to be “well capitalized” based on its most recent regulatory filing. Based on a review of the issuer, it was determined that the trust preferred security was not other-than-temporarily impaired at March 31, ~~2020~~2021 as the Company does not intend to sell and has the intent and ability to hold it for a period of time sufficient to recover the temporary loss. Management believes that the Company will receive all principal and interest payments contractually due on the security and that the decrease in the market value is primarily due to a lack of liquidity in the market for trust preferred securities. Management will continue to monitor the credit risk of the issuer and may be required to recognize other-than-temporary impairment charges on this security in future periods.

A summary of securities available for sale at March 31, ~~2020~~2021 and December 31, ~~2019~~2020 is as follows:

(Dollars in thousands)	Amortized cost		Gross unrealized gains		Gross unrealized losses			Fair value		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
March 31, 2020
March 31, 2021
Mortgage-backed securities:
Federal National Mortgage Association (FNMA)	$	44,499		1,269		0			45,768
Federal Home Loan Mortgage Corporation (FHLMC)		7,499		248		0			7,747
FNMA										$	83,797		878		(591	)		84,084
FHLMC											49,563		227		(448	)		49,342
Collateralized mortgage obligations:
FNMA		162		10		0			172		74		5		0			79
		52,160		1,527		0			53,687		133,434		1,110		(1,039	)		133,505
Other marketable securities:
U.S. Government agency obligations		45,080		478		0			45,558		45,007		130		(74	)		45,063
Municipal obligations		1,092		4		0			1,096		79		1		0			80
Corporate obligations		73		0		0			73
Corporate preferred stock		700		0		(175	)		525		700		0		(70	)		630
		46,945		482		(175	)		47,252		45,786		131		(144	)		45,773
	$	99,105		2,009		(175	)		100,939	$	179,220		1,241		(1,183	)		179,278

Table of Contents

(Dollars in thousands)	Amortized cost		Gross unrealized gains		Gross unrealized losses			Fair value		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
December 31, 2019
December 31, 2020
Mortgage-backed securities:
FNMA	$	46,604		47		(65	)		46,586	$	68,699		1,313		(3	)		70,009
FHLMC		8,004		88		0			8,092		31,025		327		0			31,352
Collateralized mortgage obligations:
FNMA		169		4		0			173		97		6		0			103
		54,777		139		(65	)		54,851		99,821		1,646		(3	)		101,464
Other marketable securities:
U.S. Government agency obligations		49,974		39		(21	)		49,992		45,029		204		0			45,233
Municipal obligations		1,969		7		0			1,976		725		1		0			726
Corporate obligations		108		0		0			108		37		0		0			37
Corporate preferred stock		700		0		(35	)		665		700		0		(70	)		630
		52,751		46		(56	)		52,741		46,491		205		(70	)		46,626
	$	107,528		185		(121	)		107,592	$	146,312		1,851		(73	)		148,090

The following table indicates amortized cost and estimated fair value of securities available for sale at March 31, ~~2020~~2021 based upon contractual maturity adjusted for scheduled repayments of principal and projected prepayments of principal based upon current economic conditions and interest rates.

(Dollars in thousands)	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Due less than one year	$	46,906		47,594	$	66,817		66,871
Due after one year through five years		37,624		38,539		94,695		94,760
Due after five years through ten years		13,469		13,863		16,898		16,907
Due after ten years		1,106		943		810		740
Total	$	99,105		100,939	$	179,220		179,278

The allocation of mortgage-backed securities in the table above is based upon the anticipated future cash flow of the securities using estimated mortgage prepayment speeds. The allocation of other marketable securities that have call features is based on the anticipated cash flows to the expected call date if it is anticipated that the security will be called, or to the maturity date if it is not anticipated to be called.

(8)(8) ~~Loans Receivable, Net~~

Loans Receivable, Net

A summary of loans receivable at March 31, ~~2020~~2021 and December 31, ~~2019~~2020 is as follows:

(Dollars in thousands)	March 31, 2020			December 31, 2019			March 31, 2021		December 31, 2020
Single family	$	125,141			120,064		$	136,681		135,023
Commercial real estate:
Real estate rental and leasing		201,847			192,502			195,926		202,400
Other		161,712			157,693			179,505		178,304
		363,559			350,195			375,431		380,704
Consumer		68,080			69,949			49,827		55,391
Commercial business		69,485			64,227			91,398		82,673
Total loans		626,265			604,435			653,337		653,791
Less:
Unamortized discounts		15			15			12		12
Net deferred loan costs		(431	)		(536	)
Net deferred loan fees								1,406		450
Allowance for loan losses		9,036			8,564			10,132		10,699
Total loans receivable, net	$	617,645			596,392		$	641,787		642,630

Table of Contents

(9)(9)~~Allowance for Loan Losses and Credit Quality Information~~

Allowance for Loan Losses and Credit Quality Information

The allowance for loan losses is summarized as follows:

(Dollars in thousands)	Single Family		Commercial Real Estate		Consumer			Commercial Business			Total			Single Family			Commercial Real Estate			Consumer			Commercial Business			Total
Balance, December 31, 2020														$	1,030			7,295			1,389			985			10,699
Provision for losses															(191	)		(222	)		(171	)		8			(576	)
Charge-offs															0			0			(31	)		0			(31	)
Recoveries															0			0			2			38			40
Balance, March 31, 2021														$	839			7,073			1,189			1,031			10,132

Balance, December 31, 2019	$	857		5,060		1,507			1,140			8,564		$	857			5,060			1,507			1,140			8,564
Provision for losses		80		479		87			(186	)		460			80			479			87			(186	)		460
Charge-offs		0		0		(12	)		0			(12	)		0			0			(12	)		0			(12	)
Recoveries		0		0		1			23			24			0			0			1			23			24
Balance, March 31, 2020	$	937		5,539		1,583			977			9,036		$	937			5,539			1,583			977			9,036

Balance, December 31, 2018	$	833		4,869		1,622			1,362			8,686
Provision for losses		100		13		3			(89	)		27
Charge-offs		0		0		(39	)		(43	)		(82	)
Recoveries		0		10		2			30			42
Balance, March 31, 2019	$	933		4,892		1,588			1,260			8,673
Allocated to:
Specific reserves														$	29			95			100			14			238
General reserves															1,001			7,200			1,289			971			10,461
Balance, December 31, 2020														$	1,030			7,295			1,389			985			10,699

Allocated to:
Specific reserves	$	62		451		119			93			725		$	29			86			78			12			205
General reserves		795		4,609		1,388			1,047			7,839			810			6,987			1,111			1,019			9,927
Balance, December 31, 2019	$	857		5,060		1,507			1,140			8,564
Balance, March 31, 2021														$	839			7,073			1,189			1,031			10,132

Allocated to:
Specific reserves	$	46		443		120			38			647
General reserves		891		5,096		1,463			939			8,389
Balance, March 31, 2020	$	937		5,539		1,583			977			9,036

Loans receivable at December 31, 2019:
Loans receivable at December 31, 2020:
Individually reviewed for impairment	$	974		1,166		976			735			3,851		$	857			1,484			750			35			3,126
Collectively reviewed for impairment		119,090		349,029		68,973			63,492			600,584			134,166			379,220			54,641			82,638			650,665
Ending balance	$	120,064		350,195		69,949			64,227			604,435		$	135,023			380,704			55,391			82,673			653,791

Loans receivable at March 31, 2020:
Loans receivable at March 31, 2021:
Individually reviewed for impairment	$	1,003		1,703		802			131			3,639		$	852			1,408			660			37			2,957
Collectively reviewed for impairment		124,138		361,856		67,278			69,354			622,626			135,829			374,023			49,167			91,361			650,380
Ending balance	$	125,141		363,559		68,080			69,485			626,265		$	136,681			375,431			49,827			91,398			653,337

Table of Contents

The following table summarizes the amount of classified and unclassified loans at March 31, ~~2020~~2021 and December 31, ~~2019:~~2020:

	March 31, 2020														March 31, 2021
	Classified										Unclassified				Classified										Unclassified
(Dollars in thousands)	Special Mention		Substandard		Doubtful		Loss		Total		Total		Total Loans		Special Mention		Substandard		Doubtful		Loss		Total		Total		Total Loans
Single family	$	1,371		1,728		34		0		3,133		122,008		125,141	$	1,207		1,956		28		0		3,191		133,490		136,681
Commercial real estate:
Real estate rental and leasing		5,197		9,034		0		0		14,231		187,616		201,847		8,845		2,454		0		0		11,299		184,627		195,926
Other		6,399		5,473		0		0		11,872		149,840		161,712		8,292		5,440		0		0		13,732		165,773		179,505
Consumer		0		667		74		61		802		67,278		68,080		0		538		107		15		660		49,167		49,827
Commercial business		6,553		1,758		0		0		8,311		61,174		69,485		2,801		2,212		0		0		5,013		86,385		91,398
	$	19,520		18,660		108		61		38,349		587,916		626,265	$	21,145		12,600		135		15		33,895		619,442		653,337

	December 31, 2019														December 31, 2020
	Classified										Unclassified				Classified										Unclassified
(Dollars in thousands)	Special Mention		Substandard		Doubtful		Loss		Total		Total		Total Loans		Special Mention		Substandard		Doubtful		Loss		Total		Total		Total Loans
Single family	$	1,118		1,765		35		0		2,918		117,146		120,064	$	1,219		2,845		29		0		4,093		130,930		135,023
Commercial real estate:
Real estate rental and leasing		3,489		9,114		0		0		12,603		179,899		192,502		8,065		3,483		0		0		11,548		190,852		202,400
Other		4,451		5,253		0		0		9,704		147,989		157,693		8,774		9,750		0		0		18,524		159,780		178,304
Consumer		0		842		69		65		976		68,973		69,949		0		600		132		18		750		54,641		55,391
Commercial business		5,710		2,516		0		0		8,226		56,001		64,227		1,968		2,482		0		0		4,450		78,223		82,673
	$	14,768		19,490		104		65		34,427		570,008		604,435	$	20,026		19,160		161		18		39,365		614,426		653,791

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

Table of Contents

The aging of past due loans at March 31, ~~2020~~2021 and December 31, ~~2019 are~~2020 is summarized as follows:

(Dollars in thousands)	30-59 Days Past Due		60-89 Days Past Due		90 Days or More Past Due		Total Past Due		Current Loans		Total Loans		Loans 90 Days or More Past Due and Still Accruing		30-59 Days Past Due		60-89 Days Past Due		90 Days or More Past Due		Total Past Due		Current Loans		Total Loans		Loans 90 Days or More Past Due and Still Accruing
March 31, 2020
March 31, 2021
Single family	$	1,124		206		91		1,421		123,720		125,141		0	$	1,034		0		297		1,331		135,350		136,681		0
Commercial real estate:
Real estate rental and leasing		0		0		0		0		201,847		201,847		0		0		0		0		0		195,926		195,926		0
Other		0		96		265		361		161,351		161,712		0		0		0		0		0		179,505		179,505		0
Consumer		294		80		107		481		67,599		68,080		0		305		25		291		621		49,206		49,827		0
Commercial business		11		11		0		22		69,463		69,485		0		0		0		0		0		91,398		91,398		0
	$	1,429		393		463		2,285		623,980		626,265		0	$	1,339		25		588		1,952		651,385		653,337		0
December 31, 2019
December 31, 2020
Single family	$	786		77		59		922		119,142		120,064		0	$	626		38		298		962		134,061		135,023		0
Commercial real estate:
Real estate rental and leasing		0		0		0		0		192,502		192,502		0		0		0		0		0		202,400		202,400		0
Other		0		0		0		0		157,693		157,693		0		0		0		0		0		178,304		178,304		0
Consumer		527		31		206		764		69,185		69,949		0		458		66		279		803		54,588		55,391		0
Commercial business		147		13		550		710		63,517		64,227		0		0		0		0		0		82,673		82,673		0
	$	1,460		121		815		2,396		602,039		604,435		0	$	1,084		104		577		1,765		652,026		653,791		0
																											��

Impaired loans include loans that are non-performing (non-accruing) and loans that have been modified in a troubled debt restructuring (TDR). The following table summarizes impaired loans and related allowances as of March 31, ~~2020~~2021 and December 31, ~~2019:~~2020:

	March 31, 2020						December 31, 2019							March 31, 2021						December 31, 2020
(Dollars in thousands)	Recorded Investment		Unpaid Principal Balance		Related Allowance		Recorded Investment			Unpaid Principal Balance		Related Allowance		Recorded Investment		Unpaid Principal Balance		Related Allowance		Recorded Investment		Unpaid Principal Balance		Related Allowance
Loans with no related allowance recorded:
Single family	$	583		602		0		544			563		0	$	737		756		0		740		759		0
Commercial real estate:
Real estate rental and leasing															1,071		1,721		0		932		1,582		0
Other		557		557		0		0			0		0		198		198		0		211		211		0
Consumer		606		606		0		781			781		0		512		512		0		574		574		0

Loans with an allowance recorded:
Single family		420		420		46		430			430		62		115		115		29		117		117		29
Commercial real estate:
Real estate rental and leasing		179		179		6		184			184		16		0		0		0		166		166		5
Other		967		967		437		982			982		435		139		139		86		175		175		90
Consumer		196		196		120		195			195		119		148		148		78		176		176		100
Commercial business		131		683		38		735	��		1,287		93		37		588		12		35		586		14

Total:
Single family		1,003		1,022		46		974			993		62		852		871		29		857		876		29
Commercial real estate:
Real estate rental and leasing		179		179		6		184			184		16		1,071		1,721		0		1,098		1,748		5
Other		1,524		1,524		437		982			982		435		337		337		86		386		386		90
Consumer		802		802		120		976			976		119		660		660		78		750		750		100
Commercial business		131		683		38		735			1,287		93		37		588		12		35		586		14
	$	3,639		4,210		647		3,851			4,422		725	$	2,957		4,177		205		3,126		4,346		238

Table of Contents

The following table summarizes the average recorded investment and interest income recognized on impaired loans during the three months ended March 31, ~~2020~~2021 and ~~2019:~~2020:

	March 31, 2020				March 31, 2019				March 31, 2021				March 31, 2020
(Dollars in thousands)	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
Loans with no related allowance recorded:
Single family	$	564		5		448		4	$	739		6		564		5
Commercial real estate:
Real estate rental and leasing										1,002		0		0		0
Other		279		2		25		30		205		0		279		2
Consumer		694		5		449		2		543		1		694		5

Loans with an allowance recorded:
Single family		425		6		789		3		116		0		425		6
Commercial real estate:
Real estate rental and leasing		182		0		200		0		83		0		182		0
Other		975		20		1,069		0		157		0		975		20
Consumer		196		2		290		3		162		0		196		2
Commercial business		433		2		325		1		36		0		433		2

Total:
Single family		989		11		1,237		7		855		6		989		11
Commercial real estate:
Real estate rental and leasing		182		0		200		0		1,085		0		182		0
Other		1,254		22		1,094		30		362		0		1,254		22
Consumer		890		7		739		5		705		1		890		7
Commercial business		433		2		325		1		36		0		433		2
	$	3,748		42		3,595		43	$	3,043		7		3,748		42

At March 31, ~~2020~~2021 and December 31, ~~2019,~~2020, non-accruing loans totaled ~~$1.9~~$2.5 million and ~~$2.1~~$2.7 million, respectively, for which the related allowance for loan losses was ~~$0.1~~$0.2 million ~~and $0.2, respectively.~~for both periods. All of the interest income recognized for non-accruing loans was recognized using the cash basis method of income recognition. Non-accruing loans for which no specific allowance has been recorded, because management determined that the value of the collateral was sufficient to repay the loan, totaled ~~$1.2 million and $0.8~~$2.1 million, at both March 31, ~~2020~~2021 and December 31, ~~2019, respectively.~~2020. Non-accrual loans also include certain loans that have had terms modified in a TDR.

The non-accrual loans at March 31, ~~2020~~2021 and December 31, ~~2019~~2020 are summarized as follows:

(Dollars in thousands)	March 31, 2020		December 31, 2019		March 31, 2021		December 31, 2020

Single family	$	647	$	617	$	497	$	502
Commercial real estate:
Real estate rental and leasing		179		184		1,071		1,098
Other		557		0		337		386
Consumer		491		659		612		689
Commercial business		40		621		8		9
	$	1,914	$	2,081	$	2,525	$	2,684

At March 31, ~~2020~~2021 and December 31, ~~2019,~~2020, there were loans included in loans receivable, net, with terms that had been modified in a TDR totaling ~~$2.7~~$1.6 million and ~~$2.5~~$1.5 million, respectively. Of the loans that were restructured in the first quarter of 2021, the amount that was classified but performing was not material, and $0.1 million were non-performing at March 31, 2021. Of the loans that were restructured in the first quarter of 2020, none were classified but performing and $0.4 million were non-performing at March 31, 2020. ~~Loans that were restructured in the first quarter of 2019 were not material.~~

Table of Contents

The following table summarizes TDRs at March 31, ~~2020~~2021 and December 31, ~~2019:~~2020:

	March 31, 2020						December, 31, 2019
													March 31, 2021						December, 31, 2020
(Dollars in thousands)	Accruing		Non-Accrual		Total		Accruing		Non-Accrual		Total		Accruing		Non-Accrual		Total		Accruing		Non-Accrual		Total
Single family	$	357		271		628		357		266		623	$	355		253		608		355		257		612
Commercial real estate		966		292		1,258		983		0		983		0		337		337		0		211		211
Consumer		311		420		731		316		429		745		49		538		587		62		568		630
Commercial business		91		0		91		114		0		114		28		0		28		25		0		25
	$	1,725		983		2,708		1,770		695		2,465	$	432		1,128		1,560		442		1,036		1,478

As of March 31, ~~2020,~~2021, the Bank had commitments to lend an additional ~~$1.0~~$1.4 million to a borrower who has TDR and non-accrual loans. These additional funds are for the construction of single family homes with a maximum loan-to-value ratio of 75%. These loans are secured by the homes under construction. At December 31, ~~2019,~~2020, there were commitments to lend additional funds of ~~$0.8~~$1.1 million to this same borrower.

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

When a loan is modified in a TDR, there may be a direct, material impact on the loans within the consolidated balance sheets, as principal balances may be partially forgiven. The financial effects of TDRs are presented in the following table and represent the difference between the outstanding recorded balance pre-modification and post-modification, for the three months ended March 31, ~~2020~~2021 and March 31, ~~2019.~~2020.

	Three Months Ended March 31, 2020						Three Months Ended March 31, 2019						Three Months Ended March 31, 2021						Three Months Ended March 31, 2020
(Dollars in thousands)	Number of Contracts		Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment		Number of Contracts		Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment		Number of Contracts		Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment		Number of Contracts		Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment
Troubled debt restructurings:
Single family		1	$	94		101		1	$	21		24		0	$	0		0		1	$	94		101
Commercial real estate:
Other		2		293		293		0		0		0		1		139		139		2		293		293
Consumer		0		0		0		2		26		26
Commercial business														1		14		14		0		0		0
Total		3	$	387		394		3	$	47		50		2	$	153		153		3	$	387		394

There were no loans that were restructured within the twelve months preceding March 31, ~~2020~~2021 and March 31, ~~2019~~2020 that subsequently defaulted during the three months ended March 31, ~~2020~~2021 and March 31, ~~2019.~~2020.

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

TDRs are reviewed for impairment following the same methodology as other impaired loans. For loans that are collateral-dependent, the value of the collateral is reviewed and additional reserves may be added as needed. Loans that are not collateral-dependent may have additional reserves established if deemed necessary. The reserves for TDRs were ~~$0.6~~$0.2 million, or ~~6.8%~~1.7%, of the total ~~$9.0~~$10.1 million in loan loss reserves at March 31, ~~2020~~2021 and ~~$0.6~~$0.1 million, or ~~7.2%~~0.9%, of the total ~~$8.6~~$10.7 million in loan loss reserves at December 31, ~~2019.~~2020.

Table of Contents

InThe Coronavirus Aid, Relief, and Economic Security (CARES) Act was signed into law on March 27, 2020 and the ~~first quarter of 2020 the Company deferred loan payments up to six months for some borrowers that were negatively impacted by COVID-19. In accordance with the regulatory guidance in~~Bank’s regulators issued the Interagency Statement on Loan Modification and Reporting for Financial Institutions Working with Customers Affected by the Coronavirus ~~that was issued~~ on April 7, ~~2020, these deferred amounts~~2020. Section 4013 of the CARES Act temporarily allows the Bank to grant modifications of loans to borrowers that were ~~not~~impacted by the pandemic without classifying the modifications as TDRs if the accommodation is granted before December 31, 2021. In accordance with the regulatory guidance, the Bank granted accommodations on certain loans to borrowers who were negatively impacted by the COVID-19 pandemic. At March 31, 2021 the Bank had $34.5 million of loans that were granted loan accommodations in accordance with Section 4013 of the CARES Act. These accommodations are in addition to the TDRs that are disclosed above. The accommodations granted included in$29.2 million of loans that are required to make interest only payments for periods up to one year and $5.3 million of loans that had their loan amortization period increased. The commercial credit area continues to communicate regularly with the ~~TDR~~borrowers that have been granted loan accommodations and monitors their activity closely. This information ~~noted above. Furthermore,~~is used to analyze the ~~risk ratings on these loans were not changed and the loans continue to accrue interest based on the applicable guidance. Management will continue to monitor the~~ performance ~~and condition~~ of these loans and ~~make any necessary changes~~ to ~~their classification~~anticipate potential issues that these loans may develop so that risk ratings may be ~~required based on future regulatory guidance. At March 31, 2020, the Bank had deferred~~appropriately adjusted in a timely manner. It is anticipated that most borrowers that have been granted accommodations will be in a position to resume making their regular loan payments ~~to customers~~at the end of the initial accommodation period. Other borrowers, particularly in the ~~following~~hospitality and restaurant industries, ~~and collateral types:~~may need additional accommodations when the current accommodation period ends as their operations may need more time to recover from the impact of the pandemic.

(Dollars in thousands)

Balance
March 31, 2020

Commercial loans by industry:

Hotels
$ 48,410
Theaters
9,619
Restaurant/Bar
3,974
Retail/Office
4,623
Other
9,138
Total commercial loans
75,764

Consumer loans by collateral type:

Single family
2,575
Other consumer
300
Total consumer loans
2,875
Total deferred loans
$ 78,639

(10) ~~Intangible Assets~~
(10)
Intangible Assets

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

(Dollars in thousands)	Three Months ended March 31, 2020			Twelve Months ended December 31, 2019			Three Months ended March 31, 2019			Three Months Ended March 31, 2021			Twelve Months Ended December 31, 2020			Three Months Ended March 31, 2020
Balance, beginning of period	$	2,172			1,855			1,855		$	3,043			2,172			2,172
Originations		262			1,097			116			368			2,189			262
Amortization		(228	)		(780	)		(140	)		(297	)		(1,318	)		(228	)
Balance, end of period	$	2,206			2,172			1,831		$	3,114			3,043			2,206
Fair value of mortgage servicing rights	$	2,745			3,390			3,702		$	4,073			3,378			2,745

All of the loans sold where the Company continues to service the loans are serviced for FNMA under the individual loan sale program. The following is a summary of the risk characteristics of the loans being serviced for FNMA at March 31, ~~2020:~~2021:

			Weighted			Weighted						Weighted			Weighted
	Loan		Average			Average				Loan		Average			Average
	Principal		Interest			Remaining		Number		Principal		Interest			Remaining		Number
(Dollars in thousands)	Balance		Rate			Term (months)		of Loans		Balance		Rate			Term (months)		of Loans
Original term 30 year fixed rate	$	335,718		4.06	%		308		2,457	$	400,702		3.55	%		312		2,628
Original term 15 year fixed rate		96,149		3.20			132		955		122,675		2.93			142		1,100
Adjustable rate		40		4.63			254		2

Amortization expense for intangible assets was $0.3 million for both the three month periods ended March 31, 2021 and March 31, 2020. The gross carrying amount of intangible assets and the associated accumulated amortization at March 31, 2021 and December 31, 2020 is presented in the following table.

	March 31, 2021
	Gross					Unamortized
	Carrying		Accumulated			Intangible
(Dollars in thousands)	Amount		Amortization			Assets
Mortgage servicing rights	$	5,692		(2,578	)		3,114
Core deposit intangible		574		(542	)		32
Goodwill		802		0			802
Total	$	7,068		(3,120	)		3,948

Table of Contents

The gross carrying amount of intangible assets and the associated accumulated amortization at March 31, 2020 and December 31, 2019 is presented in the following table. Amortization expense for intangible assets was $0.3 million and $0.2 million for the three month periods ended March 31, 2020 and December 31, 2019, respectively.

March 31, 2020

Gross

Unamortized

Carrying

Accumulated

Intangible

(Dollars in thousands)

Amount

Amortization

Assets

Mortgage servicing rights
$ 5,032 (2,826 ) 2,206
Core deposit intangible
574 (443 ) 131
Goodwill
802 0 802
Total
$ 6,408 (3,269 ) 3,139

	December 31, 2019							December 31, 2020
	Gross					Unamortized		Gross					Unamortized
	Carrying		Accumulated			Intangible		Carrying		Accumulated			Intangible
(Dollars in thousands)	Amount		Amortization			Assets		Amount		Amortization			Assets
Mortgage servicing rights	$	4,968		(2,796	)		2,172	$	5,691		(2,648	)		3,043
Core deposit intangible		574		(418	)		156		574		(517	)		57
Goodwill		802		0			802		802		0			802
Total	$	6,344		(3,214	)		3,130	$	7,067		(3,165	)		3,902

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

(Dollars in thousands)	Mortgage Servicing Rights		Core Deposit Intangible		Total Intangible Assets		Mortgage Servicing Rights		Core Deposit Intangible		Total Intangible Assets
Year ending December 31,
2020	$	390		74		464
2021		477		47		524	$	650		22		672
2022		424		10		434		605		10		615
2023		356		0		356		557		0		557
2024		278		0		278		508		0		508
2025								407		0		407
Thereafter		281		0		281		387		0		387
Total	$	2,206		131		2,337	$	3,114		32		3,146

No amortization expense relating to goodwill is recorded as GAAP does not allow goodwill to be amortized, but does require that goodwill be tested for impairment at least annually, or sooner, if there are indications that impairment may exist. The Company’s stock was trading at a price below its book value at March 31, 2020 and therefore, goodwill was analyzed for impairment. Based on the analysis, it was determined that goodwill was not permanently impaired and no write down was required at March 31, 2020.

Projections of amortization are based on existing asset balances and the existing interest rate environment as of March 31, ~~2020.~~2021. The Company’s actual experience may be significantly different depending upon changes in mortgage interest rates and other market conditions.

(11)	*Leases*

~~(11)~~ ~~Leases~~

~~On January 1, 2019, the~~The Company ~~adopted~~accounts for its leases in accordance with ASU 2016-02, Leases (Topic 842) and as of March 31, 2021 a ~~$4.5~~$3.0 million right-of-use asset and an offsetting lease payment obligation liability were recorded on the consolidated balance sheet in other assets and other liabilities, respectively.

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

~~Table of Contents~~

The Company’s leases relate to office space and bank branches with remaining lease terms between ~~three~~seventeen and ~~seven years.~~forty-nine months. Certain leases contain extension options which typically range from three to ten years. Because these extension options are not considered reasonably certain of exercise, they are not included in the lease term. ~~As of March 31, 2020, right-of-use assets and operating lease liabilities were $3.8 million.~~

The ~~operating~~table below summarizes the Company’s net lease cost for ~~both~~ the three ~~month periods~~months ended March 31, ~~2020~~2021 and ~~March 31, 2019 was $0.2 million.~~2020.

(Dollars in thousands)	Three Months Ended March 31, 2021		Three Months Ended March 31, 2020
Operating lease cost	$	225		222

Table of Contents

The table below summarizes other information related to the Company’s operating leases:

(Dollars in thousands)	Three Months Ended March 31, 2020			Three Months Ended March 31, 2019			Three Months Ended March 31, 2021			Three Months Ended March 31, 2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	222			225		$	225			222
Weighted-average remaining lease term – operating leases, in years		4.5			5.4			3.5			4.5
Weighted-average discount rate – operating leases		2.19	%		2.60	%		2.19	%		2.19	%

The table below summarizes the maturity of remaining lease liabilities at March 31, ~~2020:~~2021:

(Dollars in thousands)	March 31, 2020			March 31, 2021
2020	$	665
2021		897		$	674
2022		932			932
2023		807			807
2024		729			729
2025 and thereafter		15
2025					15
2026 and thereafter					0
Total lease payments		4,045			3,157
Less: Interest		(199	)		(123	)
Present value of lease liabilities	$	3,846		$	3,034

(12) ~~Earnings~~~~per~~ ~~Common~~ ~~Share~~
(12)
Earnings per Common Share

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

	Three months ended				Three Months Ended
	March 31,		March 31,		March 31,		March 31,
(Dollars in thousands, except per share data)	2020		2019		2021		2020
Weighted average number of common shares outstanding used in basic earnings per common share calculation		4,625,908		4,598,234		4,560,743		4,625,908
Net dilutive effect of:
Restricted stock awards and options		27,718		28,503		28,681		27,718
Weighted average number of shares outstanding adjusted for effect of dilutive securities		4,653,626		4,626,737		4,589,424		4,653,626
Income available to common shareholders	$	1,385		1,620
Income available to common stockholders					$	3,418		1,385
Basic earnings per common share	$	0.30		0.35	$	0.75		0.30
Diluted earnings per common share	$	0.30		0.35	$	0.74		0.30

(13) ~~Regulatory Capital~~ ~~and Oversight~~
(13)
Regulatory Capital and Oversight

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

~~Table of Contents~~

The Board of Governors of the Federal Reserve System amended its Small Bank Holding Company Policy Statement (Policy Statement), to exempt small bank holding companies with assets less than $3 billion from the above capital requirements. The Policy Statement was also expanded to include savings and loan holding companies that meet the Policy Statement’s qualitative requirements for exemption. The Company currently meets the qualitative exemption requirements, and therefore, is exempt from the above capital requirements.

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

The Bank’s average total assets for the first quarter of ~~2020~~2021 were ~~$776.7~~$932.0 million, its adjusted total assets were ~~$775.8~~$931.2 million, and its risk-weighted assets were ~~$643.7~~$666.6 million. The following table presents the Bank’s capital amounts and ratios at March 31, ~~2020~~2021 for actual capital, required capital and excess capital, including ratios in order to qualify as being well capitalized under the prompt corrective actions regulations.

	Actual					Required to be Adequately Capitalized					Excess Capital					To Be Well Capitalized Under Prompt Corrective Action Provisions					Actual					Required to be Adequately Capitalized					Excess Capital					To Be Well Capitalized Under Prompt Corrective Action Provisions
(Dollars in thousands)	Amount		Percent of Assets⁽¹⁾			Amount		Percent of Assets⁽¹⁾			Amount		Percent of Assets⁽¹⁾			Amount		Percent of Assets⁽¹⁾			Amount		Percent of Assets⁽¹⁾			Amount		Percent of Assets⁽¹⁾			Amount		Percent of Assets⁽¹⁾			Amount		Percent of Assets⁽¹⁾
March 31, 2020
March 31, 2021
Common equity Tier 1 capital	$	85,074		13.22	%	$	28,967		4.50	%	$	56,107		8.72	%	$	41,841		6.50	%	$	93,092		13.97	%	$	29,997		4.50	%	$	63,095		9.47	%	$	43,329		6.50	%
Tier 1 leverage		85,074		10.97			31,033		4.00			54,041		6.97			38,791		5.00			93,092		10.00			37,250		4.00			55,842		6.00			46,562		5.00
Tier 1 risk-based capital		85,074		13.22			38,623		6.00			46,451		7.22			51,497		8.00			93,092		13.97			39,996		6.00			53,096		7.97			53,328		8.00
Total risk-based capital		93,132		14.47			51,497		8.00			41,635		6.47			64,371		10.00			101,446		15.22			53,328		8.00			48,118		7.22			66,660		10.00

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

The Bank must maintain a capital conservation buffer of 2.50% composed of common equity Tier 1 capital above its minimum risk-based capital requirements in order to avoid limitations on capital distributions, including dividend payments and certain discretionary bonus payments to executive officers. ~~On January 1, 2019, the capital conservation buffer amount increased to 2.50% and is fully phased in.~~ Management believes that, as of March 31, ~~2020,~~2021, the Bank’s capital ratios were in excess of those quantitative capital ratio standards set forth under the current prompt corrective action regulations, including the capital conservation buffer described above. However, there can be no assurance that the Bank will continue to maintain such status in the future. The Office of the Comptroller of the Currency (OCC) has extensive discretion in its supervisory and enforcement activities, and can adjust the requirement to be “well-capitalized” in the future.

(14) ~~Stockholders’ Equity~~
(14)
Stockholders’ Equity

The Company ~~may~~was authorized to repurchase up to $6$4.0 million of its common stock under the existing share repurchase ~~program.~~program at March 31, 2021. The Company did not ~~pay~~declare any dividends on its common stock but did repurchase ~~20,000~~29,400 shares of its common stock in the open market for ~~$0.4~~$0.5 million under the share repurchase program during the first quarter of 2020. Due to the current economic environment and the COVID-19 pandemic, the Company has suspended its stock repurchase program and no additional repurchases are anticipated in the second quarter of 2020.2021.

(15)~~Commitments~~ ~~and Contingencies~~
(15)
Commitments and Contingencies

The Bank issues standby letters of credit which guarantee the performance of customers to third parties. The standby letters of credit issued and available at March 31, ~~2020~~2021 were approximately ~~$2.3~~$5.1 million, expire over the next 2918 months, and are collateralized primarily with commercial real estate mortgages. Since the conditions under which the Bank is required to fund the standby letters of credit may not materialize, the cash requirements are expected to be less than the total outstanding commitments.

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From time to time, the Company is party to legal proceedings arising out of its lending and deposit operations. The Company is, and expects to become, engaged in foreclosure proceedings, collection actions, and other litigation as part of its normal banking activities. Among the various current litigation matters, the Company is involved in a bankruptcy litigation claim where the bankruptcy trustee is attempting to recover ~~$3.8~~$1.9 million related to the principal and interest payments made to the Bank prior to the bankruptcy filing of a former customer of the Bank.

The Company examines each legal matter, and, in those situations where it determines that a particular legal matter presents loss contingencies that are both probable and reasonably estimable, establishes an appropriate accrual. In many situations, the Company is not able to estimate reasonably possible losses due to the preliminary nature of the legal matter, as well as a variety of other factors and uncertainties. For those legal matters where the Company is able to estimate a range of reasonably possible losses, management currently estimates that the aggregate range of losses from all of ~~our~~the Company’s outstanding litigation is from $0 to ~~$1.0~~$0.9 million in excess of the amounts accrued, if any. This estimated aggregate range is based on an assessment of the information currently available to the Company and the actual aggregate losses could be higher. However, the Company does not believe these losses are probable to occur at this time. The Company reassesses all of its potential loss positions based on the available information each quarter and the estimated range of reasonably possible losses may change in the future. The Company typically vigorously pursues all available defenses related to litigation but may consider other alternatives, including settlement, in situations where there is an opportunity to resolve a legal matter on terms that are considered to be favorable to the Company when considering the continued expense and distraction of defending against any particular legal action.

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

~~Table of Contents~~

(16) ~~Business Segments~~
(16)
Business Segments

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

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

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

(Dollars in thousands)	Home Federal Savings Bank		Other			Eliminations			Consolidated Total		Home Federal Savings Bank			Other			Eliminations			Consolidated Total
At or for the quarter ended March 31, 2020:
At or for the quarter ended March 31, 2021:
Interest income - external customers	$	7,844		0			0			7,844	$	7,889			0			0			7,889
Non-interest income - external customers		2,471		0			0			2,471		3,254			1			0			3,255
Intersegment interest income		0		15			(15	)		0		0			8			(8	)		0
Intersegment non-interest income		59		1,524			(1,583	)		0		58			3,594			(3,652	)		0
Interest expense		907		0			(15	)		892		461			0			(8	)		453
Provision for loan losses		460		0			0			460		(576	)		0			0			(576	)
Non-interest expense		6,874		186			(59	)		7,001		6,309			228			(58	)		6,479
Income tax expense (benefit)		609		(32	)		0			577		1,413			(43	)		0			1,370
Net income		1,524		1,385			(1,524	)		1,385		3,594			3,418			(3,594	)		3,418
Total assets		783,615		95,197			(94,612	)		784,200		970,641			105,195			(104,531	)		971,305
At or for the quarter ended March 31, 2019:
At or for the quarter ended March 31, 2020:
Interest income - external customers	$	7,732		0			0			7,732	$	7,844			0			0			7,844
Non-interest income - external customers		1,691		0			0			1,691		2,471			0			0			2,471
Intersegment interest income												0			15			(15	)		0
Intersegment non-interest income		59		1,762			(1,821	)		0		59			1,524			(1,583	)		0
Interest expense		690		0			0			690		907			0			(15	)		892
Provision for loan losses		27		0			0			27		460			0			0			460
Non-interest expense		6,332		173			(59	)		6,446		6,874			186			(59	)		7,001
Income tax expense (benefit)		671		(31	)		0			640		609			(32	)		0			577
Net income		1,762		1,620			(1,762	)		1,620		1,524			1,385			(1,524	)		1,385
Total assets		721,736		85,546			(84,537	)		722,745		783,615			95,197			(94,612	)		784,200

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Item 2:

HMN FINANCIAL, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-looking Information

Safe Harbor Statement

This ~~Quarterly Report~~quarterly report on Form 10-Q and other reports filed by the Company with the SEC may contain forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are often identified by such forward-looking terminology as “expect,” “intend,” “look,” “believe,” “anticipate,” ~~“estimate,”~~ “project,” ~~“seek,~~“continue,” “may,” “will,” “would,” “could,” “should,” and “trend,” ~~“target,” and “goal”~~ or similar statements or variations of such terms and include, but are not limited to, those relating to growing the Company’s core deposit relationships and loan ~~balances,~~balances; enhancing the financial performance of its core banking ~~operations,~~operations; maintaining credit ~~quality,~~quality; maintaining net interest ~~margins,~~margins; reducing non-performing ~~assets, and~~assets; generating improved financial results; the adequacy and amount of available liquidity and capital resources to the Bank; the Company’s liquidity and capital requirements; ~~its~~ expectations for core capital and ~~its~~ strategies and potential strategies for maintenance thereof; improvements in loan production; changes in the size of the Bank’s loan portfolio; the anticipated ~~impact~~impacts of the COVID-19 pandemic and efforts to mitigate the same on the general economy, ~~its~~ clients, deposit balances, and the allowance for loan losses; the anticipated benefits that will be realized by ~~its~~ clients from government assistance programs related to the COVID-19 pandemic, ~~and its expectations with respect to processing loan applications~~including the forgiveness of loans under the Paycheck Protection ~~Program;~~Program, the Company’s expectations relating to repurchases of its common stock during the COVID-19 ~~pandemic;~~pandemic and requests for loan payment accommodation from borrowers; the amount of the Bank’s non-performing assets in future periods and the appropriateness of the ~~allowance~~allowances therefor; anticipated future levels of the provision for loan losses; future losses on non-performing assets; the amount and composition of interest-earning assets; the amount of yield enhancements relating to non-accruing and purchased loans; the amount and composition of non-interest and interest-bearing liabilities; the need for and availability of alternate funding sources; the payment of dividends or repurchases of stock by HMN; ~~the future outlook for the Company;~~ the amount of deposits that will be withdrawn from checking and money market accounts and how the withdrawn deposits will be replaced; the projected changes in net interest income based on rate shocks; the range that interest rates may fluctuate over the next twelve months; the net market risk of interest rate shocks; the future outlook for the issuer of the trust preferred securities held by the Bank; the anticipated results of litigation and ~~its~~the Company’s assessment of the impact on its financial statements; the ability of the Bank to pay dividends to HMN; the ability to remain well capitalized; the impact of new accounting pronouncements; and compliance by the Bank with regulatory standards generally (including the Bank’s status as “well-capitalized”) and other supervisory directives or requirements to which the Company or the Bank are or may become expressly subject ~~specifically,~~ and possible responses of the ~~OCC,~~Office of the Comptroller of the Currency (OCC), Board of Governors of the Federal Reserve System, the Bank, and the Company due to any failure to comply with any such regulatory standard, directive or requirement.

A number of factors, many of which are, and ~~will~~may continue to be amplified by the COVID-19 pandemic and efforts to mitigate the same, could cause actual results to differ materially from the Company’s assumptions and expectations. These include but are not limited to the adequacy and marketability of real estate and other collateral securing loans to borrowers; federal and state regulation and enforcement; possible legislative and regulatory changes, including changes to regulatory capital rules; the ability of the Bank to comply with other applicable regulatory capital requirements; enforcement activity of the OCC and the Federal Reserve Bank (FRB) in the event of non-compliance with any applicable regulatory standard or requirement; adverse economic, business and competitive developments such as continued shrinking interest margins, reduced collateral values, deposit outflows, changes in credit or other risks posed by the Company’s loan and investment portfolios; changes in costs associated with traditional and alternate funding sources, including changes in collateral advance rates and policies of the ~~FHLB~~Federal Home Loan Bank and the FRB; technological, computer-related or operational difficulties including those from any third party cyberattack; results of litigation; reduced demand for financial services and loan products; changes in accounting policies and guidelines, or monetary and fiscal policies of the federal government or tax laws; domestic and international economic developments; the Company’s access to and adverse changes in securities markets; the market for credit related assets; the future operating results, financial condition, cash flow requirements and capital spending priorities of the Company and the Bank; the availability of internal and, as required, external sources of funding; 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 Company’s most recent ~~Annual Report~~filings on Form 10-K and in this ~~Quarterly Report~~quarterly report on Form ~~10-Q.~~10-Q, each as filed with the SEC. All forward-looking statements are qualified by, and should be considered in conjunction with, such cautionary statements. For additional discussion of the risks and uncertainties applicable to the Company, see the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2019~~2020 and ~~in this Quarterly Report~~Part II, Item 1A of its subsequently filed quarterly reports on Form 10-Q.

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All statements in this ~~Quarterly Report~~quarterly report on Form 10-Q, 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 ~~Quarterly Report~~quarterly report on Form 10-Q.

~~Table of Contents~~

General

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

Critical Accounting Estimates

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

Allowance for Loan Losses and Related Provision

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

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The appropriateness of the allowance for loan losses is dependent upon management’s estimates of variables affecting valuation, appraisals of collateral, evaluations of performance and status, and the amounts and timing of future cash flows expected to be received on impaired loans. Such estimates, appraisals, evaluations and cash flows may be subject to adjustments due to changing economic prospects of borrowers or properties. The fair market value of collateral dependent loans is typically based on the appraised value of the property less estimated selling costs. The estimates are reviewed periodically and any adjustments are recorded in the provision for loan losses in the periods in which the adjustments become known. Because of the size of some loans, changes in estimates can have a significant impact on the loan loss provision. The allowance is allocated to individual loan categories based upon the relative risk characteristics of the loan portfolios, ~~and~~ the actual loss ~~experience.~~experience and other qualitative factors. The Company increases its allowance for loan losses by charging the provision for loan losses against income and by receiving recoveries of previously charged off loans. The Company decreases its allowance by crediting the provision for loan losses and recording loan ~~charge offs. The current year activity~~charge-offs. Activity in the first quarter of 2021 resulted in a decrease in the allowance ~~resulted in~~and a credit to the loan loss provision. The methodology for establishing the allowance for loan losses takes into consideration probable losses that have been identified in connection with specific loans as well as losses in the loan portfolio that have not been specifically identified. Although management believes that based on current conditions the allowance for loan losses is maintained at an appropriate amount to provide for probable loan losses inherent in the portfolio as of the balance sheet dates, future conditions may differ substantially from those anticipated in determining the allowance for loan losses and adjustments may be required in the future.

Income Taxes

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

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

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

Litigation
Estimates related to litigation are inherently subjective and the ultimate resolution of any litigation may be different than current management estimates. See ““Note 15 Commitments and ~~Contingencies”~~Contingencies” for further ~~information.~~information on outstanding litigation matters.

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COVID-19 Pandemic

~~The~~In 2020, the spread of COVID-19 ~~has~~ slowed ~~the~~ economic activity in many countries, including the United ~~States, in the first quarter of 2020.~~States. Millions of Americans ~~have been~~were at some point ordered to stay home, including those residing in the states of Minnesota ~~Iowa,~~ and Wisconsin, and many businesses ~~have been~~were ordered to be closed for a period of time or to operate at reduced capacities in order to reduce the spread of COVID-19. These orders ~~have~~ severely reduced the flow of commerce which has reduced, or entirely eliminated, the revenue streams for many small businesses. This reduction in income ~~has~~ forced many small businesses to close temporarily, furlough employees, or ~~furlough employees.~~terminate operations entirely.

In the first quarter of 2021, vaccines began to be distributed to targeted groups and subsequent to March 31, 2021, the distribution of the vaccines have become more widely available to the general public. The ~~Company~~increase in the vaccinations, among other things, has allowed most schools to conduct in-person learning and has reduced the number of restrictions on most businesses. It has also ~~been impacted by~~allowed the ~~disruption in economic activity that has occurred. The~~ Bank ~~has implemented the following measures in response~~ to ~~COVID-19:~~re-open all of its lobbies to walk-in services during limited hours while continuing to offer drive-up service during normal business hours.

	●	~~The Bank temporarily closed~~ Despite the distribution of the vaccines in the first quarter of 2021, the lobbies in all of its locations and has been conducting business through the drive ups at the branches that have them. Branches without drive up facilities in communities where it has other alternatives for clients have been temporarily closed in order to meet the social distancing guidelines recommended by health officials. The Bank continues to encourage its customers to conduct business through its on-line loan and deposit account services as well as the ATM and night drop facilities that are available at its branches.

	●	The Bank’s Minnesota and Wisconsin market areas are under a stay-at-home order. Therefore, all bank employees who are able to perform their duties remotely have been working from their homes. Branch employees who cannot complete their job responsibilities remotely have been divided into two groups with each group working alternate weeks. The Bank has continued to maintain the employment of all branch personnel and has committed to this arrangement through at least May 8, 2020.

	●	~~The Bank’s regulators issued the~~ ~~Interagency Statement on Loan Modification and Reporting for Financial Institutions Working with Customers Affected by the Coronavirus~~ on April 7, 2020. In accordance with the regulatory guidance, the Bank offered loan payment accommodations to certain customers by deferring the loan payments for up to six months on their outstanding loans with the Bank. At March 31, 2020, the Bank had deferred payments on loans to existing customers in the amount of $78.6 million. See additional information on deferred loan payments in ~~Note 9 – Allowance for Loan Losses and Credit Quality Information~~. The Company continues to receive additional requests for loan payment accommodations subsequent to March 31, 2020. As of April 17, 2020, the total loans to existing customers with deferred payments had increased to $115.2 million, an increase of $36.6 million from the March 31, 2020 balance.

	●	~~The Bank actively participated in helping businesses that were negatively impacted by COVID-19 and that applied for forgivable loans under the~~ P~~aycheck Protection Program~~ ~~(PPP) in connection with the~~ ~~Coronavirus Aid, Relief, and Economic Security Act~~ (CARES Act). The CARES Act, which was signed into law on March 27, 2020, allocated $349 billion in funding to help small businesses that were negatively impacted by the COVID-19 pandemic. As of April 16, 2020, when the funds from the first round of the PPP had been exhausted, the Bank had processed 347 loans totaling $52.6 million under the program. Origination fees associated with these loans totaled $2.0 million and will be recognized into income over the lives of the related loans. The Bank was able to obtain SBA approval on 98% of the applications that it received from customers seeking assistance under the first round of funding of the PPP. It is anticipated that those applications that were not received in time to obtain SBA approval during the first round of the program will be submitted to the SBA for approval as soon as practical after loans are allowed to be submitted under the second round of the program.

~~The~~ extent of the impact of COVID-19 on the Company is difficult to determine as it is not clear how long it will take to distribute the ~~stay- at-home orders~~vaccines to the general public, how many people will take the vaccines, or how effective the vaccines will be ~~in place, when, or if, a vaccine for COVID-19 will be developed,~~against any variants of the virus, among other factors. In addition, it is not clear when, or if, businesses will re-hire those workers displaced by the pandemic or what the long-term implications will be on customer behaviors as a result of the ~~pandemic, among other factors.~~pandemic. Up to this point, the Company has not seen a negative impact on its deposit relationships as many of its clients have been able to conduct their business with the Bank through the drive ups, ATMs, night drop, on-line banking website, or by using its mobile banking app. The impact on the Bank’s loan portfolio is also unclear for many of the same reasons.

The Coronavirus Aid, Relief, and Economic Security (CARES) Act was signed into law on March 27, 2020 and the Bank’s regulators issued the Interagency Statement on Loan Modification and Reporting for Financial Institutions Working with Customers Affected by the Coronavirus on April 7, 2020. Section 4013 of the CARES Act temporarily allows the Bank to grant modifications of loans to borrowers that were impacted by the pandemic without classifying the modifications as TDRs if the accommodation is granted before December 31, 2021. In accordance with regulatory guidance, the Bank granted accommodations on certain loans to borrowers in accordance with Section 4013 of the CARES Act. See “Note 9 Allowance for Loan Losses and Credit Quality Information”for further information.

Paycheck Protection Program

The Bank ~~is encouraged~~actively participated in helping businesses that were negatively impacted by COVID-19 that applied for forgivable loans under the Paycheck Protection Program (PPP) as part of the CARES Act. The CARES Act allocated $349 billion in funding to help small businesses that were negatively impacted by the ~~number~~COVID-19 pandemic. The Bank had the following activity related to the first round of ~~existing clients that obtained~~the PPP during 2020 and through March 31, 2021:

Dollars in thousands

Number of
Loans

Amount

Net
Deferred
Fees

Originated
413 $ 53,153 $ 1,837
Repaid
(130 ) (19,484 ) 0
Net deferred fees recognized
0 0 (1,097 )
Balance, December 31, 2020
283 $ 33,669 $ 740
Repaid
(243 ) (21,419 ) 0
Net deferred fees recognized
0 0 (597 )
Balance, March 31, 2021
40 $ 12,250 $ 143

The Bank continues to submit applications for forgiveness on PPP loans ~~however,~~that were outstanding at March 31, 2021 and it is anticipated that the ~~ultimate impact~~majority of the ~~pandemic on its loan portfolio is unclear.~~remaining loans will be forgiven by the Small Business Administration (SBA). The remaining net deferred fees will be recognized into income over the remaining lives of the loans.

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The Consolidated Appropriations Act of 2021, which was signed into law on December 27, 2020, allocated $284 billion to the SBA to fund a second round of PPP and extended the application period for the program to March 31, 2021. The application period was later extended to May 31, 2021. The Bank is actively participating in the second round of the program and began submitting applications for borrowers on January 15, 2021 when the application window opened. The program was adjusted for the second round to allow applications from both first time borrowers and those that obtained loans during the first round of the program. The revised program, among other things, requires that borrowers demonstrate or certify that they experienced a 25% or greater reduction in gross receipts from a quarter in 2020 compared to the same quarter in 2019 and certify that current economic uncertainty makes the loan request necessary to support their ongoing operations. The Bank had the following activity related to the second round of PPP through March 31, 2021:
Dollars in thousands

Number of
Loans

Amount

Net
Deferred
Fees

Originated
416 $ 26,798 $ 1,476
Repaid
0 0 0
Net deferred fees recognized
0 0 (29 )
Balance, March 31, 2021
416 $ 26,798 $ 1,447

RESULTS OF OPERATIONS FOR THE QUARTER ENDED MARCH 31, 20202021 COMPARED TO THE QUARTER ENDED MARCH 31, 20192020

Net Income
Net income was $3.4 million for the first quarter of 2021, an increase of $2.0 million compared to net income of $1.4 million for the first quarter of ~~2020, a decrease of $0.2 million compared to net income of $1.6 million for the first quarter of 2019.~~2020. Diluted earnings per share for the first quarter of ~~2020~~2021 was ~~$0.30, a decrease~~$0.74, an increase of ~~$0.05~~$0.44 from diluted earnings per share of ~~$0.35~~$0.30 for the first quarter of ~~2019.~~2020. The ~~decrease~~increase in net income between the periods was ~~due to a $0.6 million increase in non-interest expenses that was~~ primarily ~~the result~~because of a ~~$0.2~~$1.1 million increase in legal expenses related to a bankruptcy litigation claim and a $0.1 million increase in compensation expense due to normal salary increases and the opening of a new branch location in 2019. Net income also decreased because of the $0.5 million increasedecrease in the provision for loan losses ~~between the periods~~ due ~~primarily~~ to ~~changes~~an improvement in the ~~economic environment related to the disruption in business activity as a result~~credit quality of the ~~COVID-19 pandemic. These decreases in net income were partially offset by~~loan portfolio, a $0.7 million increase in the gain on sales of loans ~~between the periods. The increase in the gain on sales of loans was~~ due to the increase in mortgage loan ~~refinance activity~~originations and sales, a $0.4 million increase in net interest income due primarily to an increase in the ~~current period~~average earning assets, and a $0.5 million decrease in non-interest expenses primarily related to decreases in legal and compensation expenses. These increases in net income were partially offset by a $0.8 million increase in income tax expense as a result of the ~~lower interest rate environment~~increase in pre-tax income between the periods.
Net Interest Income
Net interest income was ~~$6.9~~$7.4 million for the first quarter of ~~2020, a decrease~~2021, an increase of ~~$0.1~~$0.4 million, or ~~1.3%~~7.0%, compared to $7.0 million for the first quarter of ~~2019.~~2020. Interest income was $7.9 million for the first quarter of 2021, an increase of $0.1 million, or 0.6%, from $7.8 million for the first quarter of ~~2020, an increase of $0.1 million, or 1.4%, from $7.7 million for the first quarter of 2019.~~2020. Interest income increased primarily because of the ~~$49.4~~$154.2 million increase in the average interest-earning assets between the periods. The average yield earned on interest-earning assets was 3.56% for the first quarter of 2021, a decrease of 68 basis points from 4.24% for the first quarter of ~~2020, a decrease of 28 basis points from 4.52% for the first quarter of 2019.~~2020. The decrease in the average yield is primarily related to the decrease in the ~~average~~yield earned on new loans and investments since the prime rate ~~between~~was reduced in the ~~periods.~~first quarter of 2020.

Interest expense was $0.5 million for the first quarter of 2021, a decrease of $0.4 million, or 49.2%, compared to $0.9 million for the first quarter of ~~2020, an~~2020. Interest expense decreased despite the $147.0 million increase in the average interest-bearing liabilities and non-interest bearing deposits between the periods primarily because of ~~$0.2 million, or 29.3%, compared to $0.7 million for~~ the ~~first quarter of 2019.~~decrease in the average interest rate paid on deposits. The average interest rate paid on interest-bearing liabilities and non-interest bearing deposits was 0.22% for the first quarter of 2021, a decrease of 31 basis points from 0.53% for the first quarter of ~~2020, an increase of 8 basis points from 0.45% for the first quarter of 2019.~~2020. The ~~increase~~decrease in the interest paid on interest-bearing liabilities was primarily because of the ~~lag~~decrease in deposit rates as a result of the ~~market’s response~~decrease in ~~lowering deposit pricing when~~ the federal funds rate ~~decreased~~ in ~~the second half of 2019 and~~ the first quarter of 2020.

Net interest margin (net interest income divided by average interest-earning assets) for the first quarter of ~~2020~~2021 was ~~3.76%~~3.36%, a decrease of 3540 basis points, compared to ~~4.11%~~3.76% for the first quarter of ~~2019.~~2020. The decrease in the net interest margin is primarily related to the increase in interest expense as a result of the lag in the market’s response in lowering deposit pricing when the federal funds rate decreased in the second half of 2019 and the first quarter of 2020 coupled with a decrease in the average yield earned on interest-earning assets ~~between~~as a result of the ~~periods.~~prime rate decreases that occurred in the first quarter of 2020.

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Table of Contents

A summary of the Company’s net interest margin for the three-month periods ended March 31, ~~2020~~2021 and ~~2019~~2020 is as follows:

For the three-month period ended

For the Three-Month Period Ended

March 31, 2020

March 31, 2019

March 31, 2021

March 31, 2020

(Dollars in thousands)

Average
Outstanding
Balance

Interest
Earned/
Paid

Yield/
Rate

Average
Outstanding
Balance

Interest
Earned/
Paid

Yield/
Rate

Average
Outstanding
Balance

Interest
Earned/
Paid

Yield/
Rate

Average
Outstanding
Balance

Interest
Earned/
Paid

Yield/
Rate

Interest-earning assets:

Securities available for sale
$ 103,269 501 1.95
%
$ 78,794 338 1.74
%
$ 164,518 498 1.23
%
$ 103,269 501 1.95
%
Loans held for sale
2,754 24 3.52 1,187 12 4.17 5,087 37 2.95 2,754 24 3.52
Mortgage loans, net
127,235 1,276 4.03 115,854 1,261 4.41
Single family loans, net
144,965 1,329 3.72 127,235 1,276 4.03
Commercial loans, net
409,781 5,097 5.00 400,905 5,060 5.12 437,881 5,372 4.98 409,781 5,097 5.00
Consumer loans, net
68,418 843 4.96 72,572 935 5.22 52,238 622 4.83 68,418 843 4.96
Other
32,254 103 1.28 25,008 126 2.04 93,225 31 0.13 32,254 103 1.28
Total interest-earning assets
743,711 7,844 4.24 694,320 7,732 4.52 897,914 7,889 3.56 743,711 7,844 4.24

Interest-bearing liabilities:

Checking accounts
103,294 30 0.12 97,692 24 0.10 154,277 44 0.12 103,294 30 0.12
Savings accounts
81,150 16 0.08 78,496 15 0.08 105,795 16 0.06 81,150 16 0.08
Money market accounts
190,497 293 0.62 181,570 270 0.60 223,563 129 0.23 190,497 293 0.62
Certificates
123,770 553 1.80 114,196 381 1.35
Certificate accounts
99,801 264 1.07 123,770 553 1.80
Total interest-bearing liabilities
498,711 471,954 583,436 498,711
Non-interest checking
173,986 156,454 236,471 173,986
Other non-interest bearing liabilities
2,793 2,062 2,544 2,793
Total interest-bearing liabilities and non-interest bearing deposits
$ 675,490 892 0.53 $ 630,470 690 0.45 $ 822,451 453 0.22 $ 675,490 892 0.53
Net interest income
$ 6,952 $ 7,042 $ 7,436 $ 6,952
Net interest rate spread
3.71
%
4.07
%
3.34
%
3.71
%
Net interest margin
3.76
%
4.11
%
3.36
%
3.76
%

Provision for Loan Losses
The provision for loan losses was ($0.6) million for the first quarter of 2021, a decrease of $1.1 million compared to $0.5 million for the first quarter of ~~2020, an increase of $0.5 million compared to $27,000 for the first quarter of 2019.~~2020. The provision for loan losses ~~increased~~decreased between the periods primarily because of an improvement in the credit quality of the portfolio and a reduction in certain loan loss reserve percentages as a result of an internal analysis of the loan portfolio. During 2020, the Company increased its allowance for loan losses due to the changes in the economic environment related to the disruption in business activity as a result of the COVID-19 pandemic. The amount of the increase in the allowance for loan ~~loss allowance~~losses related to the economic environment was based, in part, on the amount of loans to borrowers in the hospitality, restaurant and entertainment industries that were negatively impacted by the COVID-19 pandemic. At March 31, 2021, the Bank had $34.5 million of loans that had been granted loan accommodations in accordance with Section 4013 of the CARES Act. The accommodations granted included $29.2 million of loans that are required to make interest only payments for periods up to December 31, 2021 and $5.3 million of loans that had their loan ~~payments deferred because they had been negatively impacted by the pandemic. At~~amortization period increased. Of these loans, $2.3 million were classified but still accruing at March 31, ~~2020, the Bank had $78.6 million of loans with deferred payment agreements with $48.4 million~~2021 and all of these loans ~~related~~were current with their agreed upon payments. The commercial credit area continues to communicate regularly with the ~~hotel industry~~borrowers that have been granted loan accommodations and ~~$9.6 million related~~monitors their activity closely. This information is used to analyze the ~~theater industry.~~ performance of these loans and to anticipate any potential issues that these loans may develop so that risk ratings may be appropriately adjusted in a timely manner. It is anticipated that most of the remaining borrowers that have been granted accommodations will be in a position to resume making their regular loan payments at the end of the initial accommodation period. Other borrowers, particularly in the hospitality and restaurant industries, may need additional accommodations when their initial accommodation period ends as their operations may need more time to recover from the impact of the pandemic.
The ~~qualitative increase to~~allowance for loan losses is made up of general reserves on the entire loan portfolio and specific reserves on impaired loans. The general reserve amount includes quantitative reserves based on our past loan loss ~~allowance related~~history and qualitative reserves for other items determined to have a potential impact on future loan losses. The general reserves decreased during the ~~current economic environment along with~~first quarter of 2021 as a result of a decrease in the ~~increase~~required quantitative reserves due to an improvement in the ~~allowance related to loan growth were partially offset by improvements in other qualitative reserves~~risk ratings on certain commercial loans and a reduction in certain loan loss reserve percentages as a result of an internal analysis of the ~~specific reserves required on loans that~~loan portfolio. No changes were ~~paid off~~made to the qualitative allowance for loan losses related to the disruption in business activity as a result of the COVID-19 pandemic during the quarter. Despite the progress made in the vaccination of the general public during the first quarter of 2021, it was determined that significant economic risks related to the pandemic continued to exist and more time was needed to prudently evaluate the impact that these risks would have on our loan portfolio.
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Table of Contents

A reconciliation of the Company’s allowance for loan losses for the first quarters of ~~2020~~2021 and ~~2019~~2020 is as follows:

(Dollars in thousands)

2020

2019

2021

2020

Balance at January 1,
$ 8,564 8,686 $ 10,699 8,564
Provision
460 27 (576 ) 460
Charge offs:

Consumer
(12 ) (39 ) (31 ) (12 )
Commercial business
0 (43 )
Recoveries
24 42 40 24
Balance at March 31,
$ 9,036 8,673 $ 10,132 9,036

Allocated to:

General allowance
$ 8,389 7,854 $ 9,927 8,389
Specific allowance
647 819 205 647
$ 9,036 8,673 $ 10,132 9,036


Non-Interest Income
Non-interest income was $3.3 million for the first quarter of 2021, an increase of $0.8 million, or 31.7%, from $2.5 million for the first quarter of ~~2020, an increase of $0.8 million, or 46.1%, from $1.7 million for the first quarter of 2019.~~2020. Gain on sales of loans increased $0.7 million between the periods primarily because of an increase in single family loan originations and sales. Loan servicing fees increased ~~slightly~~$0.1 million between the periods due to an increase in the aggregate balances of single family mortgage loans that were being ~~serviced.~~serviced for others. Other non-interest income increased $0.1 million due primarily to an increase in the gains realized on equity securities between the periods. Fees and ~~services~~service charges increased slightly between the periods due primarily to an increase in debit card income.
Non-Interest Expense
Non-interest expense was $6.5 million for the first quarter of 2021, a decrease of $0.5 million, or 7.5%, from $7.0 million for the first quarter of 2020. Professional services expense decreased $0.3 million between the periods primarily because of a decrease in legal expenses relating to an ongoing bankruptcy litigation claim. Compensation and benefits expense decreased $0.2 million primarily because of an increase in the direct loan origination compensation costs that were deferred as a result of the increased mortgage loan production between the periods. Other non-interest expense decreased slightly due primarily to a decrease in advertising expense between the periods. Occupancy and equipment expense decreased slightly between the periods due to a decrease in building expenses as a result of having more employees working remotely in the first quarter of 2021. These ~~increases~~decreases in non-interest expense were partially offset by a slight ~~decrease~~increase in ~~other non-interest income~~data processing expenses between the periods due to an increase in internet and mobile banking costs.
Income Taxes
Income tax expense was $1.4 million for the ~~losses realized on equity investments~~first quarter of 2021, an increase of $0.8 million from $0.6 million for the first quarter of 2020. The increase in income tax expense between the ~~periods.~~periods is primarily the result of an increase in pre-tax income.

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Table of Contents

~~Non-Interest Expense~~
Non-interest expense was $7.0 million for the first quarter of 2020, an increase of $0.6 million, or 8.6%, from $6.4 million for the first quarter of 2019. Professional services expense increased $0.2 million between the periods primarily because of an increase in legal expenses relating to a bankruptcy litigation claim. Compensation and benefits expense increased $0.1 million primarily because of annual salary increases and the opening of a new branch location in 2019. Other non-interest expense increased $0.1 million because of an increase in mortgage servicing expenses due to the increase in serviced loans being refinanced between the periods. Occupancy and equipment costs increased $0.1 million between the periods due to an increase in depreciation and non-capitalized software costs. Data processing costs increased slightly between the periods due to an increase in mobile banking expenses.
~~Incom~~~~e Taxes~~
~~Income tax expense was $0.6 million for both the first quarter of 2020 and the first quarter of 2019.~~
FINANCIAL CONDITION

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

March 31,

December 31,

March 31,

December 31,

(Dollars in thousands)

2020

2019

2021

2020

Non-performing loans:

Non‑performing loans:

Single family
$ 647 $ 617 $ 497 $ 502
Commercial real estate
736 184 1,408 1,484
Consumer
491 659 612 689
Commercial
40 621 8 9
Total
1,914 2,081 2,525 2,684

Foreclosed and repossessed assets:

Single family
$ 269 166
Commercial real estate
414 414 $ 636 636
Total non-performing assets
$ 2,597 $ 2,661
Consumer
30 0
666 636
Total non‑performing assets
$ 3,191 $ 3,320
Total as a percentage of total assets
0.33
%
0.34
%
0.33
%
0.37
%
Total non-performing loans
$ 1,914 $ 2,081
Total as a percentage of total loans receivable, net
0.31
%
0.35
%
0.39
%
0.42
%
Allowance for loan losses to non-performing loans
472.54
%
411.45
%
401.37
%
398.72
%

Delinquency data:

Delinquencies ⁽¹⁾

30+ days
$ 1,464 $ 1,167 $ 1,147 $ 995
90+ days
0 0 0 0
Delinquencies as a percentage of loan portfolio ⁽¹⁾

30+ days
0.23
%
0.19
%
0.17
%
0.15
%
90+ days
0.00
%
0.00
%
0.00
%
0.00
%
⁽¹⁾ Excludes non-accrual loans.

Total non-performing assets were ~~$2.6~~$3.2 million at March 31, ~~2020,~~2021, a decrease of $0.1 million, or ~~2.5%~~3.9%, from ~~$2.7~~$3.3 million at December 31, ~~2019.~~2020. Non-performing loans decreased ~~$0.2~~$0.1 million and foreclosed and repossessed assets ~~increased $0.1 million~~remained the same during the first quarter of ~~2020.~~2021.

Dividends
The declaration of dividends is subject to, among other things, the Company's financial condition and results of operations, the Bank's compliance with regulatory capital requirements and other regulatory restrictions, tax considerations, industry standards, economic conditions, general business practices and other factors. The Company has not ~~made~~declared any dividend ~~payments to common stockholders~~ during the three year period ended March 31, ~~2020 and due to the current economic conditions, it is not anticipated that dividends will be paid in 2020. In addition, all stock repurchases have been suspended.~~      2021.

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~~Table of Contents~~
LIQUIDITY AND CAPITAL RESOURCES
For the quarter ended March 31, ~~2020,~~2021, the net cash provided by operating activities was ~~$2.1~~$2.7 million. The Company collected ~~$28.5~~$33.2 million in principal repayments and maturities on securities and purchased securities and FHLB stock for ~~$20.2~~$66.4 million. The Company had a net increase in deposit balances of ~~$3.6~~$60.3 million and an increase of customer escrows of ~~$0.7~~$1.0 million during the quarter. It also purchased ~~$0.4~~$0.5 million of treasury stock and ~~$0.2~~$0.1 million of premises and equipment. Loans receivable also increased ~~$22.8~~$1.0 million during the quarter.

The Company has certificates of deposit with outstanding balances of ~~$82.9~~$70.1 million that come due over the next 12 months. Based upon past experience, management anticipates that the majority of the deposits will renew for another term. The Company believes that cash outflows from deposits that do not renew will be replaced with a combination of other customers’ deposits or FHLB advances. FRB borrowings or proceeds from the sale of securities could also be used to fund unanticipated outflows of certificates of deposit.

The Company had ~~four~~nine deposit customers each with aggregate deposits greater than $5.0 million as of March 31, ~~2020.~~2021. The ~~$49.6~~$93.8 million in funds held by these customers may be withdrawn at any time, but management anticipates that the majority of these deposits will not be withdrawn from the Bank over the next twelve months. If these deposits were withdrawn, it is anticipated that they would be replaced with deposits from other customers or FHLB advances. FRB borrowings or proceeds from the sale of securities could also be used to replace unanticipated outflows of large checking and money market deposits.

30
Table of Contents
The Company had the ability to borrow ~~$182.4~~$171.0 million from the FHLB at March 31, ~~2020~~2021 based on the collateral value of the loans pledged. The credit policy of the FHLB relating to the collateral value of the loans collateralizing the available line of credit with the FHLB may change such that the current collateral pledged to secure future advances is no longer acceptable or the formulas for determining the excess pledged collateral may change. The FHLB could also reduce the amount of funds it will lend to the Bank. It is not anticipated that the Bank will need to find alternative funding sources in the next twelve months to replace the available borrowings from the FHLB. However, if needed, ~~excess collateral currently pledged to the FHLB could be pledged to the FRB and~~ the Bank could borrow an additional ~~funds, in excess of the $67.3~~$53.4 million ~~that was available~~ from the FRB at March 31, ~~2020,~~2021 based on the ~~increased~~ collateral ~~levels.~~value of the loans pledged.

~~The Company serves as a source of capital, liquidity, and financial support to the Bank.~~ The Company’s primary source of cash is dividends from the Bank. At March 31, ~~2020,~~2021, the Company had ~~$7.2~~$10.5 million in cash. The primary use of cash by the Company is the payment of operating expenses.

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

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

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

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

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Table of Contents
The following table discloses the projected changes in the market value of the Company’s interest-earning assets and interest-bearing liabilities based upon incremental 100 basis-point changes in interest rates from interest rates in effect on March 31, ~~2020.~~2021.

Market Value

(Dollars in thousands)
Market Value

Basis point change in interest rates
-200 -100 0
+100

+200
-100 0
+100

+200

Total market risk sensitive assets
$ 792,314 793,319 784,334 769,329 754,541
Total market risk sensitive liabilities
759,579 716,124 672,213 633,169 599,771
Total market-risk sensitive assets
$ 971,491 961,872 942,186 921,913
Total market-risk sensitive liabilities
878,839 827,357 783,695 745,746
Off-balance sheet financial instruments
147 33 0 (247 ) (409 ) 149 0 878 1,630
Net market risk
$ 32,588 77,162 112,121 136,407 155,179 $ 92,503 134,515 157,613 174,537
Percentage change from current market value
(70.93 )% (31.18 )% 0.00
%
21.66
%
38.40
%
(31.23
)%
0.00
%
17.17
%
29.75
%

The preceding table was prepared utilizing a model using the following assumptions (the Model Assumptions) regarding prepayment and decay ratios that were determined by management based upon their review of historical prepayment speeds and future prepayment projections. Fixed rate loans were assumed to prepay at annual rates of between 2% to ~~51%~~61%, depending on the note rate and the period to maturity. Adjustable rate mortgages (ARMs) were assumed to prepay at annual rates of between 5% and ~~60%~~51%, depending on the note rate and the period to maturity. Mortgage-backed securities were projected to have prepayments based upon the underlying collateral securing the instrument. Certificate accounts were assumed not to be withdrawn until maturity. Passbook accounts and money market accounts were assumed to decay at an annual rate of 6%8%, and 8%17%, respectively. Retail checking accounts, commercial checking accounts and commercial money market accounts were assumed to decay at annual rates of ~~11%~~6%, ~~10%~~22% and ~~16%~~13%, respectively. Callable investments were projected to be called at the first call date where the projected interest rate on similar remaining term instruments was less than the interest rate on the callable investment.

Certain shortcomings are inherent in the method of analysis presented in the above table. The interest rates on certain types of assets and liabilities may fluctuate in advance of changes in market interest rates, while interest rates on other types of assets and liabilities may lag behind changes in market interest rates. The model assumes that the difference between the current interest rate being earned or paid compared to a treasury instrument or other interest index with a similar term to maturity (the Interest Spread) will remain constant over the interest changes disclosed in the table. Changes in Interest Spread could impact projected market value changes. Certain assets, such as ARMs, have features which restrict changes in interest rates on a short-term basis and over the life of the assets. The market value of the interest-bearing assets that are approaching their lifetime interest rate caps could be different from the values disclosed in the table. Certain liabilities, such as certificates of deposit, have fixed rates that restrict interest rate changes until maturity. In the event of a change in interest rates, prepayment and early withdrawal levels may deviate significantly from those assumed in calculating the foregoing table. The ability of many borrowers to service their debt may also decrease in the event of a substantial sustained increase in interest rates.
32
~~Table of Contents~~
Asset/Liability Management
The Company’s management reviews the impact that changing interest rates will have on ~~its~~the Company’s net interest income projected for the next twelve months to determine if its current level of interest rate risk is acceptable. The following table projects the estimated impact on net interest income during the twelve month period ended March 31, ~~2021~~2022 of immediate interest rate changes called rate shocks:

(Dollars in thousands)
(Dollars in thousands)

(Dollars in thousands)

Rate Shock in
Basis Points

Projected
Change in Net
Interest Income

Percentage
Change

Projected
Change in Net
Interest Income

Percentage
Change

+200
$ 1,764 6.70 % $ 2,826 10.07 %
+100
812 3.08 1,376 4.91
0 0 0.00 0 0.00
-100 (657 ) (2.50 ) (1,550 ) (5.52 )
-200 (1,565 ) (5.94 )

The preceding table was prepared utilizing the Model Assumptions. Certain shortcomings are inherent in the method of analysis presented in the foregoing table. In the event of a change in interest rates, prepayment and early withdrawal levels would likely deviate significantly from those assumed in calculating the foregoing table. The ability of many borrowers to service their debt may decrease in the event of a substantial increase in interest rates and could impact net interest income.
The ~~increase~~decrease in interest income in a ~~rising~~declining rate environment is primarily because there are more loans and investments that would ~~re-price~~reprice to ~~higher~~lower interest rates than there are deposits that would ~~re-price~~be able to be repriced lower to the same extent in the next twelve months.
32
Table of Contents

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

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

To the extent consistent with its interest rate spread objectives, the Bank attempts to manage its interest rate risk and has taken a number of steps to restructure its balance sheet in order to better match the maturities of its assets and liabilities. In the past, more long-term fixed rate loans were placed into the single family loan portfolio. In recent years, the Bank has continued to focus its 30 year fixed rate single family residential lending program on loans that are saleable to third parties and generally places only adjustable rate or shorter-term fixed rate loans that meet certain risk characteristics into its loan portfolio. A significant portion of the Bank’s commercial loan production continues to be in adjustable rate loans that reprice every one, two or three years.
Off-Balance Sheet Arrangements
The Company has no off-balance sheet arrangements other than commitments to originate and sell loans in the ordinary course of business.

Item 3: Quantitative and Qualitative Disclosures A~~bout~~About Market Risk
Not applicable.

Item 4: Controls and Procedures
Evaluation of disclosure controls and procedures. As of the end of the period covered by this report, the Company conducted an evaluation, under the supervision and with the participation of the Company’s management, including the principal executive officer and principal financial officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the Exchange Act)). Based on this evaluation, the principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures ~~are~~were effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.

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

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Table of Contents

HMN FINANCIAL, INC.

PART II - OTHER INFORMATION

ITEM 1.Legal Proceedings.
~~Legal Proceedings.~~
From time to time, the Company is party to legal proceedings arising out of its lending and deposit operations. See Note 15 – Commitments and Contingencies ~~of the Notes to the Consolidated Financial Statements~~ for more information.

ITEM 1A.Risk Factors.
~~Risk Factors.~~
The risks described ~~below and those identified~~ in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2019,~~2020, filed with the SEC, under “Part 1, Item 1A. Risk Factors” could affect the Company’s financial performance and could cause its actual results for future periods to differ materially from its anticipated results or other expectations, including those expressed in any forward-looking statements made in this Quarterly Report on Form 10-Q.
~~The recent global~~ ITEM 2.~~COVID-19~~ ~~outbreak is harming~~ ~~the Company’s~~ ~~business~~Unregistered Sales of Equity Securities and ~~results of operations.~~
In December 2019, a COVID-19 outbreak was reported in China, and, in March 2020, the World Health Organization declared it a pandemic. Since that time, the COVID-19 has spread throughout the United States, including in the regions and communities in which the Company operates. In response, many state and local governments, including the states of Minnesota and Wisconsin, have instituted emergency restrictions that have substantially limited the operation of non-essential businesses and the activities of individuals. These restrictions could result in significant adverse effects on the Bank’s borrowers and many different types of small and mid-sized businesses within the Company’s client base, particularly those in the retail, hospitality and food and beverage industries, among many others, and has resulted in a significant number of layoffs and furloughs of employees nationwide and in the regions and communities in which the Company operates. The ultimate effect of COVID-19 on the local or broader economy is not known nor is the ultimate length of the restrictions described and any accompanying effects. Moreover, the Federal Reserve has taken action to lower the Federal Funds rate, which may negatively affect interest income and, therefore, earnings, financial condition and results of operation of the Company.
The effect of COVID-19 and related events, including those described above and those not yet known or knowable, has had a negative effect on the stock price, business prospects, financial condition and results of operations of the Company, including as a result of quarantines, market volatility, market downturns, changes in consumer behavior, business closures, deterioration in the credit quality of borrowers or the potential inability of borrowers to satisfy their obligations to the Company (and any related forbearances or restructurings that may be implemented), declines in the value of collateral securing outstanding loans, branch or office closures and business interruptions. The bank regulatory agencies and various governmental authorities are urging financial institutions to work prudently with borrowers who are or may be unable to meet their contractual payment obligations because of the effects of COVID-19. Further, demand for loans and other products and services that the Company offers and whose success it relies on to drive growth, is highly dependent upon the business environment in the primary markets in which the Company operates and in the United States as a whole.
There have been no other material changes to the Company’s risk factors contained in its Annual Report on Form 10-K for the year ended December 31, 2019. For a further discussion of the Company’s Risk Factors, see Part I, Item 1A. of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.
~~ITEM 2.~~
~~Unregistered Sales of Equity~~ ~~Securities~~ ~~and~~ Use of Proceeds.
~~(a) Not applicable.~~
~~(b) Not applicable.~~
~~(c)~~
34
~~Table of Contents~~
The following table provides information with respect to purchases made by the Company of its own stock during the first quarter of ~~2020:~~2021:
Period

Total Number
of Shares
Purchased

Average Price
Paid per Share

Total Number of Shares
Purchased as Part of
Publicly Announced Plans
or Programs (a)

Maximum Number (or
Approximate Dollar Value) of
Shares that May Yet Be
Purchased under the Plans or
Programs (a)

January 1, 2020 to January 31, 2020
$ 6,000,000
February 1, 2020 to February 29, 2020
$ 6,000,000
March 1, 2020 to March 31, 2020
20,000 18.03 20,000 $ 5,640,000
Total
20,000 $ 18.03 20,000 $ 5,640,000
Period

Total Number
of Shares
Purchased

Average Price
Paid per Share

Total Number of Shares
Purchased as Part of
Publicly Announced Plans
or Programs (a)

Maximum Number (or
Approximate Dollar Value) of
Shares that May Yet Be
Purchased under the Plans or
Programs (a)

January 1, 2021 to January 31, 2021
0 $ N/A 0 $ 4,549,407
February 1, 2021 to February 28, 2021
29,400 17.79 29,400 $ 4,026,381
March 1, 2021 to March 31, 2021
0 N/A 0 $ 4,026,381
Total
29,400 $ 17.79 29,400 $ 4,026,381

(a) On November 28, 2018, ~~the Board~~our board of ~~Directors~~directors announced a share repurchase ~~program~~authorization, pursuant to which the Company may, from time to time, purchase shares of its common stock for an aggregate purchase price not to exceed ~~$6.0~~$6 million. Share repurchases may be executed through various means, including through open market transactions, privately negotiated transactions or otherwise. The ~~share~~ repurchase ~~program~~authorization does not obligate the Company to purchase any shares and has no set expiration date. ~~Due to the current economic environment and the COVID-19 pandemic, the Company has suspended its stock repurchase program and no repurchases are anticipated in the second quarter of 2020.~~

~~ITEM 3.~~
D~~efaults~~
ITEM 3.Defaults Upon Senior Securities.
None.

ITEM 4.Mine Safety Disclosures.
~~Mine Safety Disclosures~~.
Not applicable.

ITEM 5.Other Information.
~~Other Information.~~
None.

3534
Table of Contents

ITEM 6.Exhibits.
~~Exhibits.~~

INDEX TO EXHIBITS
Exhibit

Filing Status
Number

Exhibit

31.1

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

31.2

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

32

Section 1350 Certifications of CEO and CFO
Filed
Electronically

101

Financial statements from the Quarterly Report on Form 10-Q of the Company for the period ended March 31, ~~2020,~~2021, filed with the Securities and Exchange Commission on ~~April 30, 2020~~May 4, 2021 formatted in Extensible Business Reporting Language (XBRL); (i) the Consolidated Balance Sheets at March 31, ~~2020~~2021 and December 31, ~~2019,~~2020, (ii) the Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, ~~2020~~2021 and ~~2019,~~2020, (iii) the Consolidated ~~Statement~~Statements of Stockholders’ Equity for the Three Month Periods Ended March 31, ~~2020~~2021 and ~~2019,~~2020, (iv) the Consolidated Statements of Cash Flows for the Three Months Ended March 31, ~~2020~~2021 and ~~2019,~~2020, and (v) Notes to Consolidated Financial Statements.
Filed
Electronically

3635
Table of Contents

SIGNATURES

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

HMN FINANCIAL, ~~INC~~ .INC.

Registrant

Date:
May ~~1, 2020~~4, 2021
/s/ Bradley Krehbiel

Bradley Krehbiel, President and Chief Executive Officer

(Principal Executive Officer)

Date: May ~~1, 2020~~4, 2021
/s/ Jon Eberle
Jon Eberle, Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)

3736

	Carrying value at March 31, 2020

(Dollars in thousands)	Total		Level 1		Level 2		Level 3
Securities available for sale	$	100,939		0		100,939		0
Equity securities		110		0		110		0
Mortgage loan commitments		522		0		522		0
Total	$	101,571		0		101,571		0

	Carrying value at December 31, 2019

(Dollars in thousands)	Total		Level 1		Level 2		Level 3
Securities available for sale	$	107,592		0		107,592		0
Equity securities		167		0		167		0
Mortgage loan commitments		14		0		14		0
Total	$	107,773		0		107,773		0

(Dollars in thousands)	Balance March 31, 2020
Commercial loans by industry:
Hotels	$	48,410
Theaters		9,619
Restaurant/Bar		3,974
Retail/Office		4,623
Other		9,138
Total commercial loans		75,764

Consumer loans by collateral type:
Single family		2,575
Other consumer		300
Total consumer loans		2,875
Total deferred loans	$	78,639

Dollars in thousands	Number of Loans			Amount			Net Deferred Fees
Originated		413		$	53,153		$	1,837
Repaid		(130	)		(19,484	)		0
Net deferred fees recognized		0			0			(1,097	)
Balance, December 31, 2020		283		$	33,669		$	740
Repaid		(243	)		(21,419	)		0
Net deferred fees recognized		0			0			(597	)
Balance, March 31, 2021		40		$	12,250		$	143

	For the three-month period ended														For the Three-Month Period Ended
	March 31, 2020							March 31, 2019							March 31, 2021							March 31, 2020
(Dollars in thousands)	Average Outstanding Balance		Interest Earned/ Paid		Yield/ Rate			Average Outstanding Balance		Interest Earned/ Paid		Yield/ Rate			Average Outstanding Balance		Interest Earned/ Paid		Yield/ Rate			Average Outstanding Balance		Interest Earned/ Paid		Yield/ Rate
Interest-earning assets:
Securities available for sale	$	103,269		501		1.95	%	$	78,794		338		1.74	%	$	164,518		498		1.23	%	$	103,269		501		1.95	%
Loans held for sale		2,754		24		3.52			1,187		12		4.17			5,087		37		2.95			2,754		24		3.52
Mortgage loans, net		127,235		1,276		4.03			115,854		1,261		4.41
Single family loans, net																144,965		1,329		3.72			127,235		1,276		4.03
Commercial loans, net		409,781		5,097		5.00			400,905		5,060		5.12			437,881		5,372		4.98			409,781		5,097		5.00
Consumer loans, net		68,418		843		4.96			72,572		935		5.22			52,238		622		4.83			68,418		843		4.96
Other		32,254		103		1.28			25,008		126		2.04			93,225		31		0.13			32,254		103		1.28
Total interest-earning assets		743,711		7,844		4.24			694,320		7,732		4.52			897,914		7,889		3.56			743,711		7,844		4.24

Interest-bearing liabilities:
Checking accounts		103,294		30		0.12			97,692		24		0.10			154,277		44		0.12			103,294		30		0.12
Savings accounts		81,150		16		0.08			78,496		15		0.08			105,795		16		0.06			81,150		16		0.08
Money market accounts		190,497		293		0.62			181,570		270		0.60			223,563		129		0.23			190,497		293		0.62
Certificates		123,770		553		1.80			114,196		381		1.35
Certificate accounts																99,801		264		1.07			123,770		553		1.80
Total interest-bearing liabilities		498,711							471,954							583,436							498,711
Non-interest checking		173,986							156,454							236,471							173,986
Other non-interest bearing liabilities		2,793							2,062							2,544							2,793
Total interest-bearing liabilities and non-interest bearing deposits	$	675,490		892		0.53		$	630,470		690		0.45		$	822,451		453		0.22		$	675,490		892		0.53
Net interest income			$	6,952						$	7,042						$	7,436						$	6,952
Net interest rate spread						3.71	%						4.07	%						3.34	%						3.71	%
Net interest margin						3.76	%						4.11	%						3.36	%						3.76	%

	Market Value
(Dollars in thousands)																Market Value
Basis point change in interest rates	-200			-100			0			+100			+200			-100			0			+100			+200
Total market risk sensitive assets	$	792,314			793,319			784,334			769,329			754,541
Total market risk sensitive liabilities		759,579			716,124			672,213			633,169			599,771
Total market-risk sensitive assets																$	971,491			961,872			942,186			921,913
Total market-risk sensitive liabilities																	878,839			827,357			783,695			745,746
Off-balance sheet financial instruments		147			33			0			(247	)		(409	)		149			0			878			1,630
Net market risk	$	32,588			77,162			112,121			136,407			155,179		$	92,503			134,515			157,613			174,537
Percentage change from current market value		(70.93	)%		(31.18	)%		0.00	%		21.66	%		38.40	%		(31.23	)%		0.00	%		17.17	%		29.75	%

Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (a)		Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased under the Plans or Programs (a)
January 1, 2020 to January 31, 2020							$	6,000,000
February 1, 2020 to February 29, 2020							$	6,000,000
March 1, 2020 to March 31, 2020		20,000		18.03		20,000	$	5,640,000
Total		20,000	$	18.03		20,000	$	5,640,000

Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (a)		Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased under the Plans or Programs (a)
January 1, 2021 to January 31, 2021		0	$	N/A		0	$	4,549,407
February 1, 2021 to February 28, 2021		29,400		17.79		29,400	$	4,026,381
March 1, 2021 to March 31, 2021		0		N/A		0	$	4,026,381
Total		29,400	$	17.79		29,400	$	4,026,381

Exhibit		Filing Status
Number	Exhibit


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

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

32	Section 1350 Certifications of CEO and CFO	Filed Electronically

101	Financial statements from the Quarterly Report on Form 10-Q of the Company for the period ended March 31, ~~2020,~~2021, filed with the Securities and Exchange Commission on ~~April 30, 2020~~May 4, 2021 formatted in Extensible Business Reporting Language (XBRL); (i) the Consolidated Balance Sheets at March 31, ~~2020~~2021 and December 31, ~~2019,~~2020, (ii) the Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, ~~2020~~2021 and ~~2019,~~2020, (iii) the Consolidated ~~Statement~~Statements of Stockholders’ Equity for the Three Month Periods Ended March 31, ~~2020~~2021 and ~~2019,~~2020, (iv) the Consolidated Statements of Cash Flows for the Three Months Ended March 31, ~~2020~~2021 and ~~2019,~~2020, and (v) Notes to Consolidated Financial Statements.	Filed Electronically

			HMN FINANCIAL, ~~INC~~ .INC.

		Registrant



Date:	May ~~1, 2020~~4, 2021	/s/ Bradley Krehbiel
			Bradley Krehbiel, President and Chief Executive Officer
		(Principal Executive Officer)



Date:	May ~~1, 2020~~4, 2021	/s/ Jon Eberle
		Jon Eberle, Senior Vice President and
		Chief Financial Officer
		(Principal Financial Officer)