Forward-looking Information



Safe Harbor Statement

This quarterly report on Form 10-Q and other reports filed by HMN Financial, Inc
(HMN or the Company) with the Securities and Exchange Commission (SEC), may
contain forward-looking statements within the meaning of the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. These
statements are often identified by such forward-looking terminology as
"anticipate," "continue," "could," "estimate," "expect," "future," "may,"
"project" and "will," or similar statements or variations of such terms and
include, but are not limited to, those relating to: enacted and expected changes
to the federal funds rate; the anticipated impacts of inflation and rising
interest rates on the general economy, the Bank's clients, and the allowance for
credit losses; anticipated future levels of the provision for credit losses; and
the payment of dividends by HMN.



A number of factors, many of which may be amplified by the deterioration in
economic conditions, could cause actual results to differ materially from the
Company's assumptions and expectations. These include but are not limited to the
adequacy and marketability of real estate and other collateral securing loans to
borrowers, including management's estimates of variable affecting valuation and
appraisals of collateral; federal and state regulation and enforcement; possible
legislative and regulatory changes, including changes to regulatory capital
rules; the ability of the Bank to comply with other applicable regulatory
capital requirements; enforcement activity of the Office of the Comptroller of
the Currency and the Federal Reserve Bank of Minneapolis in the event of
non-compliance with any applicable regulatory standard or requirement; adverse
economic, business and competitive developments such as shrinking interest
margins, reduced collateral values, deposit outflows, changes in credit or other
risks posed by the Company's loan and investment portfolios; changes in costs
associated with traditional and alternate funding sources, including changes in
collateral advance rates and policies of the Federal Home Loan Bank and the
Federal Reserve Bank; technological, computer-related or operational
difficulties including those from any third party cyberattack; reduced demand
for financial services and loan products; adverse developments affecting the
financial services industry, such as recent bank failures or concerns involving
liquidity; changes in accounting policies and guidelines, or monetary and fiscal
policies of the federal government or tax laws; domestic and international
economic developments; the Company's access to and adverse changes in securities
markets; the market for credit related assets; the future operating results,
financial condition, cash flow requirements and capital spending priorities of
the Company and the Bank; the availability of internal and, as required,
external sources of funding; the Company's ability to attract and retain
employees; or other significant uncertainties. Additional factors that may cause
actual results to differ from the Company's assumptions and expectations include
those set forth in the "Risk Factors" section of the Company's Annual Report on
Form 10-K for the year ended December 31, 2022. All forward-looking statements
are qualified by, and should be considered in conjunction with, such cautionary
statements. All statements in this 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 on Form 10-Q.



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, 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 credit 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.



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Critical Accounting Estimates

While our significant accounting policies are described in the notes to our
consolidated financial statements, we believe the following discussion addresses
our most critical accounting estimates, which are those estimates made in
accordance with U.S. generally accepted accounting principles (GAAP) that
involve a significant level of estimation uncertainty and have had or are
reasonably likely to have a material impact on our financial condition or
results of operations. The Company has identified the following critical
accounting estimates 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 Credit Losses and Related Provision



The Company adopted Accounting Standards Update (ASU) 2016-13, Financial
Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial
Instruments on January 1, 2023. Under ASU 2016-13, the allowance for credit
losses is measured on a collective (pool) basis when similar risk
characteristics exist. Loans that do not share risk characteristics are
evaluated on an individual basis. Loans evaluated individually are also not
included in the collective evaluations. The collective reserve amount is
assessed based on size and risk characteristics of the various portfolio
segments, past loss history and other adjustments determined to have a potential
impact on future credit losses.



The Company has a standardized process to determine the appropriateness of the
credit loss allowance for the commercial real estate, commercial business,
single family, and consumer loan portfolios. The determination of the allowance
for each of these portfolios is calculated on a pooled basis with individual
determination of the allowance for all non-performing loans. The determination
of the quantitative pooled loan reserves for the commercial real estate and
commercial business loan portfolios involves analyzing prior year losses by
their assigned standardized risk ratings and applying these historic loss
factors to the loans in the current portfolio with similar risk rating. This
process is referred to as a Vintage Loss Analysis. The determination of the
quantitative pooled loan reserves for the single family and consumer loan
portfolios involves analyzing prior year losses based on certain loan and
borrower risk characteristics when the loans were originated and applying these
historic loss factors to the loans in the current portfolio with similar risk
characteristics. Qualitative reserves are also established and reflect
management's overall estimate of the extent to which current expected credit
losses on collectively evaluated loans will differ from historical loss
experience. The determination of the qualitative reserves for all of the loan
categories involves an analysis and consideration of certain factors that are
anticipated to have an impact on future credit losses including, but not limited
to: actual and anticipated changes in the size, composition, and concentrations
of the loan portfolios; national, regional, and local economic conditions
including inflation and unemployment data; loan delinquencies; the scope and
results of loan quality reviews; level of non-accrual loans, and risk rating
trends; lending policies, procedures, and staffing; and the demand for single
family homes, commercial real estate, and building lots.



The appropriateness of the allowance for credit losses on individually reviewed
collateral dependent loans 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 credit losses in the periods in which the adjustments become known
and loans are charged off to the extent they are deemed to be uncollectible.
Because of the size of some loans, changes in estimates can have a significant
impact on the credit loss provision. The Company increases its allowance for
credit losses by charging the provision for credit losses against income and by
receiving recoveries of previously charged off loans. The Company decreases its
allowance by crediting the provision for credit losses and recording loan
charge-offs. The methodology for establishing the allowance for credit losses
takes into consideration probable losses that have been identified in connection
with the loans individually reviewed as well as the expected losses in each
identified pool of loans that have not been individually reviewed. Although
management believes that based on current conditions the allowance for credit
losses is maintained at an appropriate amount to provide for the expected loan
losses in the portfolio as of the balance sheet dates, future conditions may
differ substantially from those anticipated in determining the allowance for
credit losses and adjustments may be required in the future. See "Note 3 - New
Accounting Pronouncements" in the Notes to Consolidated Financial Statements for
further information on the impact to the Company's financial statements when ASU
2016-13 was adopted on January 1, 2023.



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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 two largest relating to the net unrealized loss on
securities available for sale and the allowance for credit losses. For tax
purposes, the net unrealized losses on securities available for sale are not
recognized unless the securities are sold and the loss becomes realized. For
book purposes, the unrealized losses, net of income taxes, are reported as a
separate component of stockholders' equity until realized. For the allowance for
credit losses, only the net charge-offs are deductible while the entire
provision for credit losses is used to determine book income. A deferred tax
asset for both of these items is created because of the timing difference of
when the expense is recognized for book and tax purposes. Under 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.





RESULTS OF OPERATIONS FOR THE QUARTER ENDED MARCH 31, 2023 COMPARED TO THE QUARTER ENDED MARCH 31, 2022

Net Income



Net income was $1.6 million for the first quarter of 2023, an increase of $0.1
million compared to net income of $1.5 million for the first quarter of 2022.
Diluted earnings per share for the first quarter of 2023 was $0.37, an increase
of $0.03 from diluted earnings per share of $0.34 for the first quarter of 2022.
The increase in net income between the periods was primarily because of a $0.8
million increase in net interest income due to an increase in interest earning
assets and higher yields earned on those assets and a $0.3 million decrease in
the provision for credit losses. These increases in net income were partially
offset by a $0.6 million decrease in the gain on sales of loans because of a
decrease in mortgage loan originations and sales due primarily to an increase in
mortgage interest rates between the periods. Total non-interest expenses also
increased $0.4 million between the periods primarily because of an increase in
compensation and benefits expenses.



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Net Interest Income

Net interest income was $8.1 million for the first quarter of 2023, an increase
of $0.8 million, or 10.7%, compared to $7.3 million for the first quarter of
2022. Interest income was $9.9 million for the first quarter of 2023, an
increase of $2.3 million, or 31.0%, from $7.6 million for the first quarter of
2022. Interest income increased because of the $54.6 million increase in the
average interest-earning assets between the periods and also because of the
increase in the average yield earned on interest-earning assets between the
periods. The average yield earned on interest-earning assets was 3.80% for the
first quarter of 2023, an increase of 74 basis points from 3.06% for the first
quarter of 2022. The increase in the average yield is primarily related to the
increase in market interest rates as a result of the 4.50% increase in the prime
interest rate between the periods.



Interest expense was $1.9 million for the first quarter of 2023, an increase of
$1.6 million, or 553.7%, compared to $0.3 million for the first quarter of 2022.
Interest expense increased primarily because of the increase in the average
interest rate paid on interest-bearing liabilities between the periods. Interest
expense also increased because of the $47.6 million increase in the average
interest-bearing liabilities and non-interest bearing deposits between the
periods. The average interest rate paid on interest-bearing liabilities and
non-interest bearing deposits was 0.77% for the first quarter of 2023, an
increase of 64 basis points from 0.13% for the first quarter of 2022. The
increase in the average rate paid is primarily related to the increase in market
interest rates as a result of the 4.50% increase in the federal funds rate
between the periods.



Net interest margin (net interest income divided by average interest-earning
assets) for the first quarter of 2023 was 3.09%, an increase of 15 basis points,
compared to 2.94% for the first quarter of 2022. The increase in the net
interest margin is primarily because the increase in the average yield earned on
interest-earning assets as a result of the increase in the prime rate was higher
than the increase in the average rate paid on interest-bearing liabilities and
non-interest bearing deposits between the periods.



A summary of the Company's net interest margin for the three-month periods ended March 31, 2023 and 2022 is as follows:





                                                         For the three-month period ended
                                           March 31, 2023                                March 31, 2022
                                Average         Interest                      Average         Interest
                              Outstanding       Earned/        Yield/       Outstanding       Earned/        Yield/
(Dollars in thousands)          Balance           Paid          Rate          Balance           Paid          Rate
Interest-earning assets:
Securities available for
sale                          $    268,684            795          1.20 %   $    295,370            788          1.08 %
Loans held for sale                  1,216             18          6.04            3,967             34          3.52
Single family loans, net           208,127          1,951          3.80          170,047          1,437          3.43
Commercial loans, net              522,921          6,373          4.94          449,279          4,809          4.34
Consumer loans, net                 45,784            661          5.85           40,727            471          4.69
Other                               10,814            115          4.31           43,593             26          0.24
Total interest-earning
assets                           1,057,546          9,913          3.80        1,002,983          7,565          3.06

Interest-bearing
liabilities:
Checking accounts                  161,708            188          0.47          160,315             41          0.10
Savings accounts                   120,741             26          0.09          121,033             18          0.06
Money market accounts              258,768            655          1.03          250,745            132          0.21
Certificate accounts               136,986            934          2.77           84,343             92          0.44
Customer escrows                     6,393             32          2.00                0              0          0.00
Advances and other
borrowings                           1,219             15          4.86                0              0          0.00
Total interest-bearing
liabilities                        685,815                                       616,436
Non-interest checking              282,136                                       303,697
Other non-interest bearing
liabilities                          2,423                                         2,636
Total interest-bearing
liabilities and
non-interest bearing
deposits                      $    970,374          1,850          0.77     $    922,769            283          0.13
Net interest income                            $    8,063                                    $    7,282
Net interest rate spread                                           3.03 %                                        2.93 %
Net interest margin                                                3.09 %                                        2.94 %




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Provision for Credit Losses

There was a small recapture in the provision for credit losses in the first
quarter of 2023, a decrease of $0.3 million compared to $0.3 million for the
first quarter of 2022. The provision for credit losses decreased primarily
because of a decrease in the loan growth that was experienced between the
periods. The small recapture in the provision recorded in the first quarter of
2023 is because of a decrease in the required collective reserves as a result of
updating our projected losses associated with our historical loss calculation.
This decrease was partially offset by an increase in the provision related to
loan growth.



The allowance for credit losses is measured on a collective (pool) basis when
similar risk characteristics exist. Loans that do not share risk characteristics
are evaluated on an individual basis. Loans evaluated individually are also not
included in the collective evaluations. The collective reserve amount is
assessed based on size and risk characteristics of the various portfolio
segments, past loss history and other adjustments determined to have a potential
impact on future credit losses. The collective reserve amount decreased from the
January 1, 2023 adoption amount based on projected losses associated with the
quantitative historical loss calculation and this decrease was partially offset
by growth in the loan portfolio. The Company's qualitative reserve adjustments
did not materially change during the quarter due to management's perception that
economic conditions had not materially changed, including those related to the
elevated inflation rate, and enacted and expected increases in the federal funds
rate.


A reconciliation of the Company's allowance for credit losses for the first quarters of 2023 and 2022 is summarized as follows:






(Dollars in thousands)      2023        2022
Balance at January 1,     $ 10,277       9,279
Adoption of ASU 2016-13      1,070           0
Provision                      (32 )       296
Charge offs:
Consumer                         0          (1 )
Recoveries                      27          10
Balance at March 31,      $ 11,342       9,584

Allocated to:
Collective allowance      $ 11,139       9,142
Individual allowance           203         442
Total                     $ 11,342       9,584




On January 1, 2023, the Company adopted ASU 2016-13, Financial
Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial
Instruments. The transition to this ASU resulted in a cumulative-effect
adjustment to the allowance for credit losses of $1.1 million, an increase in
deferred tax assets of $0.3 million, and a decrease to retained earnings of $0.8
million as of the adoption date. In addition, a liability for $0.1 million was
established for projected future losses on unfunded commitments on outstanding
lines of credit upon adoption. The projected liability for unfunded commitments
increased $24,000 during the first quarter of 2023 and the provision for credit
losses was increased to reflect the change.



Non-Interest Income



Non-interest income was $1.9 million for the first quarter of 2023, a decrease
of $0.5 million, or 18.8%, from $2.4 million for the first quarter of 2022. Gain
on sales of loans decreased $0.6 million between the periods because of a
decrease in single family loan originations and sales due primarily to an
increase in mortgage interest rates between the periods. This decrease was
partially offset by a $0.1 million increase in other non-interest income due
primarily to an increase in the gains recognized on equity securities between
the periods. Fees and service charges increased slightly between the periods due
primarily to an increase in the commitment fees earned on unused commercial
lines of credit. Loan servicing fees increased slightly between the periods due
to an increase in the aggregate balances of commercial loans that were being
serviced for others.



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Non-Interest Expense

Non-interest expense was $7.7 million for the first quarter of 2023, an increase
of $0.4 million, or 6.1%, from $7.3 million for the first quarter of 2022.
Compensation and benefits expense increased $0.5 million primarily because of
annual salary increases and also because of a decrease in the direct loan
origination compensation costs that were deferred as a result of the reduced
mortgage loan production between the periods. Data processing expenses increased
$0.2 million between the periods primarily because of the change to an
outsourced data processing relationship at the end of the first quarter of 2022.
Other non-interest expense increased $0.2 million between the periods primarily
because of an increase in advertising costs and an increase in FDIC insurance
costs between the periods due to an increase in rates. These increases in
non-interest expense were partially offset by a $0.3 million decrease in
professional services expense between the periods primarily because of a
decrease in legal expenses relating to a bankruptcy litigation claim that was
settled during the first quarter of 2022. Occupancy and equipment expense
decreased $0.1 million due primarily to a decrease in noncapitalized software
costs between the periods.



Income Taxes

Income tax expense was $0.7 million for the first quarter of 2023, an increase
of $0.1 million from $0.6 million for the first quarter of 2022. The increase in
income tax expense between the periods is primarily the result of an increase in
pre-tax income.





FINANCIAL CONDITION



Non-Performing Assets

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





                                                       March 31,       December 31,
(Dollars in thousands)                                   2023              2022
Non­performing loans:
Single family                                         $       890     $          908
Consumer                                                      494                441
Commercial business                                           474                529
Total non­performing assets                           $     1,858     $        1,878
Total as a percentage of total assets                        0.17 %             0.17 %
Total as a percentage of total loans receivable              0.23 %             0.24 %
Allowance for credit losses to non-performing loans        610.45 %           547.24 %

Delinquency data:
Delinquencies (1)
30+ days                                              $       271     $        1,405
90+ days                                                        0                  0
Delinquencies as a percentage of loan portfolio (1)
30+ days                                                     0.03 %             0.18 %
90+ days                                                     0.00 %             0.00 %



(1) Excludes non-accrual loans.

Total non-performing assets were $1.9 million at March 31, 2023 and December 31, 2022.





Dividends

The Company declared a quarterly dividend of 6 cents per share of common stock
that was paid on March 8, 2023. The declaration and amount of any future cash
dividends remains subject to the sole discretion of the Board of Directors and
will depend upon many factors, including the Company's results of operations,
financial condition, capital requirements, regulatory and contractual
restrictions, business strategy and other factors deemed relevant by the Board
of Directors.


LIQUIDITY AND CAPITAL RESOURCES



For the quarter ended March 31, 2023, the net cash used by operating activities
was $1.0 million. The Company collected $9.0 million in principal repayments on
securities, purchased FHLB stock for $1.5 million, and received redemptions on
FHLB stock of $1.4 million. The Company had a net decrease in deposit balances
of $23.6 million and a decrease of customer escrows of $1.7 million during the
quarter. It also obtained $0.1 million in treasury stock for the taxes payable
on stock awards, paid dividends to stockholders of $0.3 million, purchased $0.3
million of premises and equipment, received proceeds from borrowings of $37.8
million and repaid borrowings of $35.5 million. Loans receivable also increased
$10.4 million during the quarter.



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The Company has certificates of deposit with outstanding balances of $75.4
million that come due over the next 12 months. Based upon past experience,
management anticipates that the majority of the deposits will renew for another
term. 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 could also be used to fund unanticipated outflows of
certificates of deposit.



The Company had seven deposit customers each with aggregate deposits greater
than $5.0 million as of March 31, 2023. The $85.9 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 brokers or with FHLB
advances. FRB borrowings could also be used to replace unanticipated outflows of
large checking and money market deposits.



The Company estimates that approximately 25% of total deposits exceeded the
Federal Deposit Insurance limit of $250,000 at March 31, 2023. While these funds
may be withdrawn at any time, 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 brokers or with FHLB advances. FRB
borrowings could also be used to replace unanticipated outflows of large
checking and money market deposits.



The Company had the ability to borrow $241.9 million from the FHLB at March 31,
2023 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, the Bank could borrow an additional $92.7 million from the FRB at
March 31, 2023 based on the collateral value of the loans pledged. The Company
also has unpledged securities with a fair market value of $193.1 million that
could be pledged as collateral to increase the borrowing capacity of the
Company.



The Company's primary source of cash is dividends from the Bank. At March 31,
2023, the Company had $15.8 million in cash. The primary use of cash by the
Company is the payment of operating expenses, the repurchase of Company stock,
and the payment of dividends to stockholders.



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 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. Accordingly, the Company may not be able
to raise additional capital, if deemed prudent, on favorable economic terms or
other terms acceptable to it.



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.



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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 Management's
Discussion and Analysis discloses the Company's projected changes in net
interest income based upon immediate interest rate changes called rate shocks.
The Company utilizes a model that uses the discounted cash flows from its
interest-earning assets and its interest-bearing liabilities to calculate the
current market value of those assets and liabilities. The model also calculates
the changes in market value of the interest-earning assets and interest-bearing
liabilities under different interest rate changes.



The following table discloses the projected changes in 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, 2023.

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