LANDMARK BANCORP INC [LARK] Filings

10-Q 1 form10-q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2024

☐	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 0-33203

LANDMARK BANCORP, INC.

(Exact name of registrant as specified in its charter)

Delaware

43-1930755

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

701 Poyntz Avenue, Manhattan, Kansas 66502

(Address of principal executive offices) (Zip code)

(785) 565-2000

(Registrant’s telephone number, including area code)

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

Title of each class:		Trading Symbol(s)		Name of exchange on which registered:
Common Stock, par value $0.01 per share		LARK		Nasdaq Global Market

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: as August 12, 2024, the issuer had outstanding 5,502,408 shares of its common stock, $0.01 par value per share.

LANDMARK BANCORP, INC.

Form 10-Q Quarterly Report

Table of Contents

		Page Number

	PART I

Item 1.	Financial Statements	2 - 25
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	35 - 36
Item 4.	Controls and Procedures	36

	PART II

Item 1.	Legal Proceedings	37
Item 1A.	Risk Factors	37
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	37
Item 3.	Defaults Upon Senior Securities	37
Item 4.	Mine Safety Disclosures	37
Item 5.	Other Information	37
Item 6.	Exhibits	38

	Signature Page	39

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

LANDMARK BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except per share amounts)	June 30,			December 31,
	2024			2023
	(Unaudited)
Assets
Cash and cash equivalents	$	23,889		$	27,101
Interest-bearing deposits at other banks		4,881			4,918
Investment securities available-for-sale, at fair value		420,459			452,769
Investment securities, held-to-maturity, net of allowance for credit losses of $91 and $91, fair value of $3,128 and $3,049		3,613			3,555
Bank stocks, at cost		9,647			8,123
Loans, net of allowance for credit losses of $10,903 and $10,608		969,089			937,619
Loans held for sale, at fair value		2,513			853
Bank owned life insurance		38,826			38,333
Premises and equipment, net		20,986			19,709
Goodwill		32,377			32,377
Other intangible assets, net		2,900			3,241
Mortgage servicing rights		2,997			3,158
Real estate owned, net		428			928
Accrued interest and other assets		28,149			28,988
Total assets	$	1,560,754		$	1,561,672

Liabilities and Stockholders’ Equity
Liabilities:
Deposits:
Non-interest-bearing demand	$	360,631		$	367,103
Money market and checking		546,385			613,613
Savings		150,996			152,381
Certificates of deposit		192,470			183,154
Total deposits		1,250,482			1,316,251

Federal Home Loan Bank and other borrowings		131,330			64,662
Subordinated debentures		21,651			21,651
Repurchase agreements		8,745			12,714
Accrued interest and other liabilities		20,292			19,480
Total liabilities		1,432,500			1,434,758

Commitments and contingencies		-			-

Stockholders’ equity:
Preferred stock, $0.01 par value per share, 200,000 shares authorized; none issued		-			-
Common stock, $0.01 par value per share, 7,500,000 shares authorized; 5,486,407 and 5,481,407 shares issued at June 30, 2024 and December 31, 2023, respectively		55			55
Additional paid-in capital		89,469			89,208
Retained earnings		57,774			54,282
Treasury stock, at cost; 16,841 and 3,812 shares at June 30, 2024 and December 31, 2023, respectively		(330	)		(75	)
Accumulated other comprehensive loss		(18,714	)		(16,556	)
Total stockholders’ equity		128,254			126,914
Total liabilities and stockholders’ equity	$	1,560,754		$	1,561,672

See accompanying notes to consolidated financial statements.

LANDMARK BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EARNINGS

(Unaudited)

	2024		2023		2024		2023
	Three months ended				Six months ended
(Dollars in thousands, except per share amounts)	June 30,				June 30,
	2024		2023		2024		2023
Interest income:
Loans	$	15,022	$	12,623	$	29,512	$	23,999
Investment securities:
Taxable		2,359		2,379		4,787		4,696
Tax-exempt		759		775		1,523		1,561
Interest-bearing deposits at banks		40		49		103		147
Total interest income		18,180		15,826		35,925		30,403
Interest expense:
Deposits		5,673		3,452		11,130		5,991
Federal Home Loan Bank and other borrowings		1,027		1,027		2,049		1,594
Subordinated debentures		418		387		830		751
Repurchase agreements		88		127		195		287
Total interest expense		7,206		4,993		14,204		8,623
Net interest income		10,974		10,833		21,721		21,780
Provision for credit losses		-		250		300		299
Net interest income after provision for credit losses		10,974		10,583		21,421		21,481
Non-interest income:
Fees and service charges		2,691		2,481		5,152		4,839
Gains on sales of loans, net		648		830		1,160		1,523
Increase in cash surrender value of bank owned life insurance		248		223		493		441
Other		133		295		315		521
Total non-interest income		3,720		3,829		7,120		7,324

Non-interest expense:
Compensation and benefits		5,504		5,572		11,036		11,114
Occupancy and equipment		1,294		1,394		2,684		2,763
Data processing		492		431		973		1,020
Amortization of mortgage servicing rights and other intangibles		256		472		668		933
Professional fees		649		607		1,296		1,098
Other		2,900		1,873		4,989		3,764
Total non-interest expense		11,095		10,349		21,646		20,692
Earnings before income taxes		3,599		4,063		6,895		8,113
Income tax expense		587		701		1,105		1,394
Net earnings	$	3,012	$	3,362	$	5,790	$	6,719
Earnings per share:
Basic (1)	$	0.55	$	0.61	$	1.06	$	1.23
Diluted (1)	$	0.55	$	0.61	$	1.06	$	1.23
Dividends per share (1)	$	0.21	$	0.20	$	0.42	$	0.40

(1)

Per share amounts for the periods ended June 30, 2023 have been adjusted to give effect to the 5% stock dividend paid during 2023.

See accompanying notes to consolidated financial statements.

LANDMARK BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

	2024			2023			2024			2023
	Three months ended						Six months ended
(Dollars in thousands)	June 30,						June 30,
	2024			2023			2024			2023

Net earnings	$	3,012		$	3,362		$	5,790		$	6,719

Other comprehensive income:
Net unrealized holding (losses) gains on available-for-sale securities		(402	)		(3,568	)		(2,859	)		3,171
Income tax effect on net losses included in earnings		-			-			-			-
Income tax effect on net unrealized holding losses (gains)		99			874			701			(777	)
Other comprehensive (loss) gains		(303	)		(2,694	)		(2,158	)		2,394

Total comprehensive income	$	2,709		$	668		$	3,632		$	9,113

See accompanying notes to consolidated financial statements.

LANDMARK BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)

(Dollars in thousands, except per share amounts)	Common stock		Additional paid-in capital		Retained earnings			Treasury stock			Accumulated other comprehensive income (loss)			Total

Balance at April 1, 2023	$	52	$	84,413	$	53,231		$	-		$	(19,978	)	$	117,718
Net earnings		-		-		3,362			-			-			3,362
Other comprehensive income (loss)		-		-		-			-			(2,694	)		(2,694	)
Dividends paid ($0.20 per share) (1)		-		-		(1,095	)		-			-			(1,095	)
Stock-based compensation		-		62		-			-			-			62
Balance at June 30, 2023	$	52	$	84,475	$	55,498		$	-		$	(22,672	)	$	117,353

Balance at April 1, 2024	$	55	$	89,364	$	55,912		$	(249	)	$	(18,411	)	$	126,671
Net earnings		-		-		3,012			-			-			3,012
Other comprehensive income (loss)		-		-		-			-			(303	)		(303	)
Dividends paid ($0.21 per share)		-		-		(1,150	)		-			-			(1,150	)
Issuance of restricted common stock, 5,000 shares		-		-		-			-			-			-
Stock-based compensation		-		105		-			-			-			105
Purchase of 4,301 shares treasury stock		-		-		-			(81	)		-			(81	)
Balance at June 30, 2024	$	55	$	89,469	$	57,774		$	(330	)	$	(18,714	)	$	128,254

(1)

Dividends per share have been adjusted to give effect to the 5% stock dividend paid during December 2023.

(Dollars in thousands, except per share amounts)	Common stock		Additional paid-in capital		Retained earnings			Treasury stock			Accumulated other comprehensive income (loss)			Total

Balance at December 31, 2022	$	52	$	84,273	$	52,174		$	-		$	(25,066	)	$	111,433
Cumulative effect of change in accounting
principle from implementation of ASU 2016-3		-		-		(1,204	)		-			-			(1,204	)
Cumulative effect of change in accounting principle from implementation of ASU 2016-3		-		-		(1,204	)		-			-			(1,204	)
Balance at January 1, 2023	$	52	$	84,273	$	50,970		$	-		$	(25,066	)	$	110,229
Net earnings		-		-		6,719			-			-			6,719
Other comprehensive income (loss)		-		-		-			-			2,394			2,394
Dividends paid ($0.40 per share) (1)		-		-		(2,191	)		-			-			(2,191	)
Stock-based compensation		-		150		-			-			-			150
Exercise of stock options, 2,693 shares		-		52		-			-			-			52
Balance at June 30, 2023	$	52	$	84,475	$	55,498		$	-		$	(22,672	)	$	117,353

Balance at January 1, 2024	$	55	$	89,208	$	54,282		$	(75	)	$	(16,556	)	$	126,914
Net earnings		-		-		5,790			-			-			5,790
Other comprehensive income (loss)		-		-		-			-			(2,158	)		(2,158	)
Dividends paid ($0.42 per share)		-		-		(2,298	)		-			-			(2,298	)
Dividends paid		-		-		(2,298	)					-			(2,298	)
Issuance of restricted common stock, 5,000 shares		-		-		-			-			-			-
Issuance of restricted common stock, shares		-				-			-			-			-
Stock-based compensation		-		261		-			-			-			261
Purchase of 13,029 shares treasury stock		-		-		-			(255	)		-			(255	)
Purchase of shares treasury stock		-		-		-			(255	)		-			(255	)
Balance at June 30, 2024	$	55	$	89,469	$	57,774		$	(330	)	$	(18,714	)	$	128,254

(1)

Dividends per share have been adjusted to give effect to the 5% stock dividend paid during December 2023.

See Notes to Consolidate Financial Statements

LANDMARK BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

Cash flows from operating activities:	2024			2023
	Six months ended
(Dollars in thousands)	June 30,
Cash flows from operating activities:	2024			2023
Net earnings	$	5,790		$	6,719
Adjustments to reconcile net earnings to net cash provided by operating activities:
Provision for credit losses		300			299
Valuation allowance on real estate owned		1,081			-
Amortization of investment security premiums, net		51			171
Accretion of purchase accounting adjustments		(483	)

LANDMARK BANCORP INC [LARK] Filings
10-Q	[2024-08-13]
10-Q	[2024-05-14]
10-K	[2024-03-27]
10-Q	[2023-11-13]
10-Q	[2023-08-11]
10-Q	[2023-05-12]
10-K	[2023-03-30]
10-Q	[2022-11-10]
10-Q	[2022-08-12]
10-Q	[2022-05-12]
10-K	[2022-03-22]
10-Q	[2021-11-12]
10-Q	[2021-08-12]
10-Q	[2021-05-17]
10-K	[2021-03-22]
10-Q	[2020-11-06]
10-Q	[2020-08-07]
10-Q	[2020-05-08]
10-K	[2020-03-12]
10-Q	[2019-11-08]
10-Q	[2019-08-07]
10-Q	[2019-05-09]
10-K	[2019-03-14]
10-Q	[2018-11-08]
10-Q	[2018-08-08]
10-Q	[2018-05-08]
10-K	[2018-03-14]
10-Q	[2017-11-13]
10-Q	[2017-08-21]
10-Q	[2017-05-05]
10-K	[2017-03-14]
10-Q	[2016-11-10]
10-Q	[2016-08-05]
10-Q	[2016-05-13]
10-K	[2016-03-14]
10-Q	[2015-11-13]
10-Q	[2015-08-07]
10-Q	[2015-05-14]
10-K	[2015-03-19]
10-Q	[2014-11-10]
10-Q	[2014-08-08]
10-Q	[2014-05-09]
10-K	[2014-03-21]
10-Q	[2013-11-14]
10-Q	[2013-08-08]
10-Q	[2013-05-10]
10-K	[2013-03-29]
10-Q	[2012-11-09]
10-Q	[2012-08-10]
10-Q	[2012-05-11]
10-K	[2012-03-15]