UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM 10-Q

 

ý

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

 

For the quarterly period ended June 30, 2005

 

OR

 

o

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

 

For transition period from            to            

 

Commission File Number 0-33203

 

LANDMARK BANCORP, INC.

(Exact name of Registrant as specified in its charter)

 

 

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 ý  No o

 

Indicate by check mark whether the Registrant is an accelerated filer (as defined by Rule 12b-2 of the Exchange Act).  Yes o  No ý

 

Indicate the number of shares outstanding of each of the Registrant’s classes of common stock as of the latest practicable date:  As of August 2, 2005, the Registrant had outstanding 2,122,679 shares of its common stock, $.01 par value per share.

 

 

LANDMARK BANCORP, INC.
Form 10-Q Quarterly Report

 

Table of Contents

 

PART I
Item 1.		Financial Statements and Related Notes
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3.		Quantitative and Qualitative Disclosures about Market Risk
Item 4.		Controls and Procedures
PART II
Item 1.		Legal Proceedings
Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds
Item 3.		Defaults Upon Senior Securities
Item 4.		Submission of Matters to a Vote of Security Holders
Item 5.		Other Information
Item 6.		Exhibits
Form 10-Q Signature Page

 

1

 

LANDMARK BANCORP, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS

 

		June 30,			December 31,
		2005			2004
		(Unaudited)
ASSETS
Cash and cash equivalents		$	7,353,748		$	7,845,438
Investment securities available for sale, at fair value		139,026,971			133,604,335
Loans, net		276,993,787			277,413,963
Loans held for sale		1,054,038			846,003
Premises and equipment, net		5,770,833			5,864,258
Goodwill		7,651,892			7,651,892
Other intangible assets, net		1,207,990			1,339,832
Accrued interest and other assets		8,116,292			7,525,173
Total assets		$	447,175,551		$	442,090,894
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Deposits		$	302,927,612		$	302,867,721
Federal Home Loan Bank borrowings		81,372,261			81,053,321
Other borrowings		15,168,000			13,518,000
Accrued expenses, taxes and other liabilities		4,353,364			2,482,875
Total liabilities		403,821,237			399,921,917
Stockholders’ equity:
Common stock, $0.01 par, 5,000,000 shares authorized, 2,241,831 and 2,230,435 shares issued, respectively		22,418			22,322
Additional paid-in capital		20,204,863			19,969,551
Retained earnings		26,264,269			25,228,826
Accumulated other comprehensive income		69,118			154,101
Treasury stock, at cost; 121,648 and 121,630 shares, respectively		(3,206,354		)	(3,205,823		)
Total stockholders’ equity		43,354,314			42,168,977
Total liabilities and stockholders’ equity		$	447,175,551		$	442,090,894

 

See accompanying notes to condensed consolidated financial statements.

 

2

 

LANDMARK BANCORP, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

(Unaudited)

 

		Three Months Ended June 30,
		2005			2004
Interest income:
Loans		$	4,288,778		$	4,130,635
Investment securities		1,121,711			1,204,938
Other		40,175			10,769
Total interest income		5,450,664			5,346,342
Interest expense:
Deposits		1,355,432			1,035,768
Borrowed funds		874,884			880,225
Total interest expense		2,230,316			1,915,993
Net interest income		3,220,348			3,430,349
Provision for loan losses		105,000			120,000
Net interest income after provision for loan losses		3,115,348			3,310,349
Non-interest income:
Fees and service charges		913,215			931,422
Gains on sale of loans		205,818			223,145
Gains on sale of investments		40,540			32,103
Other		117,447			107,515
Total non-interest income		1,277,020			1,294,185
Non-interest expense:
Compensation and benefits		1,505,144			1,515,074
Occupancy and equipment		484,108			484,639
Data processing		141,237			130,500
Amortization of intangibles		86,932			108,219
Professional fees		98,913			82,222
Advertising		97,007			48,750
Other		597,588			631,057
Total non-interest expense		3,010,929			3,000,461
Earnings before income taxes		1,381,439			1,604,073
Income tax expense		431,775			529,286
Net earnings		$	949,664		$	1,074,787
Earnings per share:
Basic		$	0.45		$	0.50
Diluted		$	0.45		$	0.49
Dividends per share		$	0.17		$	0.1619

 

See accompanying notes to condensed consolidated financial statements.

 

3

 

LANDMARK BANCORP, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

(Unaudited)

 

		Six Months Ended June 30,
		2005			2004
Interest income:
Loans		$	8,390,492		$	7,358,144
Investment securities		2,158,512			2,016,263
Other		53,245			19,101
Total interest income		10,602,249			9,393,508
Interest expense:
Deposits		2,515,497			1,968,569
Borrowed funds		1,755,610			1,229,669
Total interest expense		4,271,107			3,198,238
Net interest income		6,331,142			6,195,270
Provision for loan losses		225,000			180,000
Net interest income after provision for loan losses		6,106,142			6,015,270
Non-interest income:
Fees and service charges		1,710,874			1,464,157
Gains on sale of loans		371,394			458,030
Gains on sale of investments		40,540			129,790
Other		214,627			189,016
Total non-interest income		2,337,435			2,240,993
Non-interest expense:
Compensation and benefits		2,962,862			2,732,878
Occupancy and equipment		974,342			854,798
Data processing		270,233			209,365
Amortization of intangibles		182,962			183,366
Professional fees		185,056			160,916
Advertising		181,847			91,238
Other		1,151,869			1,025,221
Total non-interest expense		5,909,171			5,257,782
Earnings before income taxes		2,534,406			2,998,481
Income tax expense		781,366			974,933
Net earnings		$	1,753,040		$	2,023,548
Earnings per share:
Basic		$	0.83		$	0.93
Diluted		$	0.83		$	0.92
Dividends per share		$	0.34		$	0.3238

 

See accompanying notes to condensed consolidated financial statements.

 

4

 

LANDMARK BANCORP, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

 

		Six Months Ended June 30,
		2005			2004
Net cash provided by operating activities		$	3,846,525		$	3,040,227
Cash flows from investing activities:
Net increase in loans		(429,630		)	(1,249,834		)
Maturities and prepayments of investments		21,712,032			14,228,672
Purchase of investment securities		(27,804,212		)	(4,674,989		)
Proceeds from sale of investment securities		140,540			241,874
Proceeds from sale of premises, equipment and foreclosed assets		247,943			66,915
Net cash paid in FKAN acquisition		—			(8,788,732		)
Purchases of premises and equipment, net		(258,374		)	(320,364		)
Net cash used in by investing activities		(6,391,701		)	(496,458		)
Cash flows from financing activities:
Net increase in deposits		59,891			300,643
Federal Home Loan Bank borrowings		56,200,000			18,300,000
Federal Home Loan Bank repayments		(55,318,384		)	(20,518,384		)
Proceeds from other borrowings		2,375,000			7,395,000
Repayments on other borrowings		(725,000		)	(440,000		)
Purchase of 18 and 33,024 shares of treasury stock		(531		)	(985,333		)
Issuance of 11,396 and 22,628 shares of common stock under  stock option plan		180,107			344,774
Payment of dividends		(717,597		)	(711,924		)
Net cash provided by financing activities		2,053,486			3,684,776
Net (decrease)/increase in cash and cash equivalents		(491,690		)	6,228,545
Cash and cash equivalents at beginning of period		7,845,438			7,708,115
Cash and cash equivalents at end of period		$	7,353,748		$	13,936,660
Supplemental disclosure of cash flow information:
Cash paid during period for interest		$	3,829,000		$	2,536,000
Cash paid during period for taxes		$	—		$	650,000
Supplemental schedule of noncash investing activities:
Transfer of loans to real estate owned		$	486,000		$	442,000
Bank acquisition:
Fair value of liabilities assumed		$	—		$	140,619,000
Fair value of assets acquired		$	—		$	149,408,000

 

See accompanying notes to condensed consolidated financial statements.

 

5

 

LANDMARK BANCORP, INC. AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements

(Unaudited)

 

1.                                      Interim Financial Statements

 

The condensed consolidated financial statements of Landmark Bancorp, Inc. (the “Company”) and subsidiary have been prepared in accordance with the instructions to Form 10-Q.  To the extent that information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements are contained in or consistent with the consolidated audited financial statements incorporated by reference in the Company’s Form 10-K for the year ended December 31, 2004, such information and footnotes have not been duplicated herein.  In the opinion of management, all adjustments, consisting of normal recurring accruals, considered necessary for a fair presentation of financial statements have been reflected herein.  The December 31, 2004, condensed consolidated balance sheet has been derived from the audited consolidated balance sheet as of that date.  The results of the interim periods ended June 30, 2005, are not necessarily indicative of the results expected for the year ending December 31, 2005.

 

2.                                      Stock Based Compensation

 

The Company utilizes the fair value recognition provisions of SFAS Statement No. 123, “Accounting for Stock-Based Compensation.”  SFAS No. 123 establishes a fair-value method of accounting for employee stock options or similar equity instruments. The fair value of stock-based awards to employees is calculated through the use of option pricing models, even though such models were developed to estimate the fair value of freely tradable, fully transferable options without vesting restrictions, which significantly differ from the Company’s stock option awards. These models also require subjective assumptions, including future stock price volatility and expected time to exercise, which greatly affect the calculated values. The Company uses the Black-Scholes option pricing model to estimate the grant date fair value of its stock options. The fair value is recognized as compensation expense over the option vesting period, typically five years.

 

In December 2004, The Financial Accounting Standards Board issued SFAS No. 123 (revised), Shared-Based Payment.  The revision disallows the expense recognition alternatives permitted in the original statement and requires entities to recognize stock-based compensation cost in their statements of earnings.  The revision contains additional guidance in several areas including award modifications and forfeitures, measuring fair value, classifying an award as equity or as a liability, and attributing compensation cost to reporting periods.  It also contains additional disclosure requirements.  The Company does not expect that adoption of the revised Statement on January 1, 2006, will have a material effect on its consolidated financial statements.

 

6

 

3.                                      Earnings per Share

 

Basic earnings per share have been computed based upon the weighted average number of common shares outstanding during each period.  Diluted earnings per share include the effect of all potential common shares outstanding during each period.  Earnings and dividends per share for all periods presented have been adjusted to give effect to the 5% stock dividend paid by the Company in December 2004.

 

The shares used in the calculation of basic and diluted earnings per share are shown below:

 

		Three Months Ended June 30,				Six Months Ended June 30,
		2005		2004		2005		2004
Weighted average common shares outstanding (basic)		2,112,306		2,184,610		2,111,452		2,189,904
Dilutive stock options		11,146		13,789		11,804		16,120
Weighted average common shares (diluted)		2,123,452		2,198,399		2,123,256		2,206,024

 

4.                                      Comprehensive Income/(Loss)

 

The Company’s other comprehensive income/(loss) consists of the unrealized holding gains and losses on available-for-sale securities and an interest rate swap as shown below.

 

		Three Months Ended June 30,						Six Months Ended June 30,
		2005			2004			2005			2005
Net earnings		$	949,664		$	1,074,787		$	1,753,040		$	2,023,548
Unrealized holding gains/(losses)		715,178			(1,717,684		)	(105,530		)	(1,255,955		)
Less reclassification adjustment for gains included in net earnings		40,540			32,103			40,540			129,790
Net unrealized gains/(losses) on securities		674,638			(1,749,787		)	(146,070		)	(1,385,745		)
Unrealized (loss)/gain on interest rate swap		(49,000		)	—			9,000			—
Income tax expense/(benefit)		237,742			(664,919		)	(52,087		)	(526,584		)
Total comprehensive (loss)/income		$	1,337,650		$	(10,081	)	$	1,668,057		$	1,164,387

 

7

 

5.                                      Other Intangible Assets

 

The following table presents information about the Company’s other intangible assets, which are being amortized in accordance with SFAS No. 142:

 

		June 30, 2005						December 31, 2004
		Gross Carrying Amount			Accumulated Amortization			Gross Carrying Amount			Accumulated Amortization
Amortized intangible assets:
Core deposit premium		$	1,385,000		$	(593,387	)	$	1,385,000		$	(491,501	)
Mortgage servicing rights		776,120			(359,743		)	766,892			(320,559		)
Total		$	2,161,120		$	(953,130	)	$	2,151,892		$	(812,060	)

 

Aggregate amortization expense for the three months ended June 30, 2005, and June 30, 2004, was $87,000 and $108,000, respectively.  Aggregate amortization expense for the six months ended June 30, 2005, and June 30, 2004, was $183,000.  The following is estimated amortization expense for the years ending December 31:

 

Year		Amount
2005		337,000
2006		352,000
2007		233,000
2008		122,000
2009		97,000

 

6.                                      Other Events

 

On May 13, 2005, the Company announced the execution of a definitive purchase agreement to acquire two branch locations in Great Bend, Kansas from UMB Financial Corporation.  Pursuant to the agreement, the Company will purchase approximately $38.0 million in deposits along with the branch premises and equipment for cash.  The purchase is expected to be completed during August 2005.

 

In addition, the Company has entered into an agreement to construct a new branch location in Topeka, Kansas which is anticipated to be completed in early 2006.

 

8

 

ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Overview.  Landmark Bancorp, Inc. is a one-bank holding company incorporated under the laws of the State of Delaware and is engaged in the banking business through its wholly-owned subsidiary, Landmark National Bank.  Landmark Bancorp is listed on the Nasdaq Stock Market under the symbol “LARK”.  Landmark National Bank is dedicated to providing quality financial and banking services to its local communities.  Landmark National Bank originates commercial real estate and non-real estate loans, one-to-four family residential mortgage loans, consumer loans, multi-family residential mortgage loans, and home equity loans.

 

On April 1, 2004, we completed the cash acquisition of First Kansas Financial Corporation (“First Kansas”), which had total assets of approximately $150 million, including loans and deposits of $74 million and $84 million, respectively.  First Kansas had branches in Osawatomie, Paola, Louisburg, Fort Scott, Beloit, and Phillipsburg, Kansas.  Our acquisition of First Kansas was accounted for using the purchase method of accounting.  The cost in excess of the tangible and identifiable intangible net assets acquired was recorded as goodwill.  We recorded a core deposit intangible of $710,000, which is being amortized on an accelerated basis over ten years, and goodwill attributable to the acquisition of First Kansas of $6.1 million, none of which is deductible for tax purposes.  The operating results presented for the six months ended June 30, 2005, include the accounts and results of First Kansas while the corresponding six months ended June 30, 2004, include First Kansas beginning April 1, 2004.

 

During the third quarter of 2004, we sold our newly acquired Beloit and Phillipsburg branches.   Upon consummation of the transactions, we sold approximately $7.7 million in deposits and approximately $2.4 million in loans and premises and equipment associated with the Beloit branch and approximately $4.7 million in deposits and approximately $846,000 in loans and premises and equipment related to the Phillipsburg branch.  The net proceeds received from the buyers of these branches were recorded as a reduction of goodwill of approximately $466,000 and other intangible assets of approximately $105,000.

 

Critical accounting policies are those which are both most important to the portrayal of our financial condition and results of operations, and require our management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.  Our critical accounting policies relate to the allowance for loan losses, the valuation of investment securities, and accounting for income taxes, all of which involve significant judgment by our management.

 

We perform periodic and systematic detailed reviews of our lending portfolio to assess overall collectability.  The level of the allowance for loan losses reflects our estimate of the collectability of the loan portfolio.  While these estimates are based on substantive methods for determining allowance requirements, nevertheless, actual outcomes may differ significantly from estimated results.  Additional explanation of the methodologies used in establishing this reserve is provided in the “Asset Quality and Distribution” section.

 

9

 

We report our investment securities at estimated fair values based on readily ascertainable values which are obtained from independent sources.  Our management performs periodic reviews of the investment securities to determine if any investment securities have declined in value which might be considered other than temporary.  Although we believe that our estimates of the fair values of investment securities to be reasonable, economic and market factors may affect the amounts that will ultimately be realized from these investments.

 

The objectives of accounting for income taxes are to recognize the amount of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in an entity’s financial statements or tax returns.  Judgment is required in assessing the future tax consequences of events that have been recognized in our financial statements or tax returns.  Fluctuations in the actual outcome of these future tax consequences, including the effects of IRS examinations and examinations by other state agencies, could materially impact our financial position and results of operations.

 

Our results of operations depend primarily on net interest income, which is the difference between interest income from interest-earning assets and interest expense on interest-bearing liabilities.  Net interest income is affected by regulatory, economic and competitive factors that influence interest rates, loan demand and deposit flows.  In addition, we are subject to interest rate risk to the degree that our interest-earning assets mature or reprice at different times, or at different speeds, than our interest-bearing liabilities.  Our results of operations are also affected by non-interest income, such as service charges, loan fees and gains and losses from the sale of newly originated loans and investments.  Our principal operating expenses, aside from interest expense, consist of compensation and employee benefits, occupancy costs, data processing expenses, amortization expense and provision for potential loan losses.

 

We are significantly impacted by prevailing economic conditions including federal monetary and fiscal policies and federal regulations of financial institutions.  Deposit balances are influenced by numerous factors such as competing personal investments, the level of personal income and the personal rate of savings within our market areas.  Factors influencing lending activities include the demand for housing and the interest rate pricing competition from other lending institutions.

 

Summary of Results.  Net earnings for the three months ended June 30, 2005, decreased $125,000, or 11.6%, to $950,000 as compared to the three months ended June 30, 2004.  This decline in net earnings was generally attributable to a reduction in net interest income.

 

Net earnings for the six months ended June 30, 2005, decreased $271,000, or 13.4%, to $1.8 million as compared to the six months ended June 30, 2004.  This decline in net earnings was generally attributable to increased non-interest expense which was partially offset by increases in net interest income and non-interest income.

 

The three months ended June 30, 2005, resulted in diluted earnings per share of $0.45 compared to $0.49 for the same period in 2004.  Return on average assets was 0.85% for the period compared to 0.90% for the same period in 2004.  Return on average stockholders’ equity was 8.99% for the period compared to 10.11% for the same period in 2004.

 

10

 

The six months ended June 30, 2005, resulted in diluted earnings per share of $0.83 compared to $0.92 for the same period in 2004.  Return on average assets was 0.80% for the period compared to

 

1.00% for the same period in 2004.  Return on average stockholders’ equity was 8.35% for the period compared to 9.55% for the same period in 2004.

 

We repurchased 18 shares of stock during the first six months of 2005.  Under the current stock repurchase program authorized by our Board of Directors, as of June 30, 2005, we can repurchase an additional 77,036 shares of our common stock.  As of June 30, 2005, we held 121,648 shares as treasury stock at an average cost per share of $26.36.

 

The following table summarizes net earnings and key performance measures for the periods presented.

 

		Three Months Ended June 30,						Six Months Ended June 30,
		2005			2004			2005			2004
Net earnings:
Basic earnings per share		$	0.45		$	0.50		$	0.83		$	0.93
Diluted earnings per share		$	0.45		$	0.49		$	0.83		$	0.92
Earnings ratios:
Return on average assets (1)		0.85		%	0.90		%	0.80		%	1.00		%
Return on average equity (1)		8.99		%	10.11		%	8.35		%	9.55		%
Dividend payout ratio		37.78		%	33.33		%	40.96		%	35.42		%
Net interest margin (1)		3.10		%	3.08		%	3.09		%	3.26		%

 

(1) The ratios have been annualized and are not necessarily indicative of the results for the entire year.

 

Interest Income.  Interest income for the three months ended June 30, 2005, increased $104,000, or 2.0%, to $5.5 million from $5.3 million in the same period of 2004.  This slight increase in interest income primarily resulted from a small increase in interest income on loans which was offset by a small decrease in interest income on investment securities.  Average loans for the quarter ended June 30, 2005, decreased $7.9 million, or 2.8%, to $279.0 million from $286.9 million for the quarter ended June 30, 2004.  The decrease in average loans was primarily due to the continued payoffs and refinancings in the mortgage loan portfolio.  The decrease in average loans is also due to the vast majority of our fixed-rate residential loan originations being sold to the secondary market at a faster pace than we have been able to grow our commercial lending portfolios.    Despite the slight decrease in average loans, interest income on loans increased $158,000, or 3.8%, to $4.3 million for the quarter ended June 30, 2005, primarily due to an upward adjustment of interest rates on variable rate loans.  Average investment securities decreased from $157.1 million for the quarter ended June 30, 2004, to $134.7 million for the quarter ended June 30, 2005, resulting from lower deposits available to invest following the sale of two branch locations in the third quarter of 2004.  Interest income on investment securities decreased $83,000, or 7.0%, to $1.1 million for the quarter ended June 30, 2005.

 

11

 

Interest income for the six months ended June 30, 2005, increased $1.2 million, or 12.9%, to $10.6 million from $9.4 million in the same period of 2004.  This increase was primarily the result of a higher level of interest earning assets obtained in the First Kansas acquisition in addition to the rise in interest rates during the last six months of 2004 and the first six months of 2005.  Average loans for the first six months of 2005 were $279.3 million as compared to $250.9 million for the first six months of 2004.  Interest income on loans increased $1.0 million, or 14.0%, to $8.4 million for the six months ended June 30, 2005.  Average investment securities increased from $128.2 million for the six months ended June 30, 2004, to $132.8 million for the same period of 2005.  Average investments for this period increased as a result of the investments obtained in the First Kansas acquisition in April 2004 which was offset by a reduction in deposits available to invest following the sale of two branch locations in the third quarter of 2004.  Interest income on investment securities increased $142,000, or 7.1%, to $2.2 million for the six months ended June 30, 2005.

 

Interest Expense.  Interest expense during the three months ended June 30, 2005, increased $314,000, or 16.4%, as compared to the same period of 2004.  For the three months ended June 30, 2005, interest expense on deposits increased $320,000, or 30.9%.  The increase in interest expense on deposits resulted primarily from the rise in interest rates beginning in June of 2004 and the associated repricing of deposits as they matured.  Interest expense on borrowings decreased $5,000, or 1.0%.  The decrease in interest expense on borrowings resulted primarily from scheduled principal payments.

 

Interest expense during the six months ended June 30, 2005, increased $1.1 million, or 33.6%, as compared to the same period of 2004.  For the six months ended June 30, 2005, interest expense on deposits increased $547,000, or 27.8%.  The increase in interest expense on deposits resulted primarily from the rise in interest rates beginning in June of 2004 and the repricing of maturing deposits at these higher rates.  Interest expense on borrowings increased $526,000, or 42.8%.  The increase in interest expense on borrowings resulted primarily from additional advances from the Federal Home Loan Bank of approximately $56.4 million which we assumed through the acquisition of First Kansas in April 2004 and the $7.0 million that we borrowed in April 2004 to consummate the acquisition of First Kansas.

 

Net Interest Income.  Net interest income for the three months ended June 30, 2005, totaled $3.2 million, a 6.1% decrease, as compared to $3.4 million for the three months ended June 30, 2004, resulting primarily from a lower level of average interest earning assets.  Average interest earning assets declined during the second quarter of 2005, decreasing to $416.6 million from $448.1 million as compared to the second quarter of 2004, primarily as a result of lower deposits available to invest following the sale of two branch locations during the third quarter of 2004.  The net interest margin on earning assets was 3.10% for the second quarter of 2005, up slightly from 3.08% for the second quarter of 2004.

 

Net interest income for the six months ended June 30, 2005, totaled $6.3 million, a 2.2% increase, as compared to $6.2 million for the six months ended June 30, 2004, due primarily to a higher level of interest earning assets obtained in the First Kansas acquisition.  Average interest earning assets increased during the first six months of 2005 to $413.3 million from $381.7 million for the same period of 2004.  The net interest margin on earning assets was 3.09% for the first six months of 2005, down from 3.26% during the same period of 2004.  The decline in our net interest margin

 

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was primarily the result of the increased FHLB advances acquired with the First Kansas acquisition which are priced relatively higher than deposit rates.  Additionally, the residential mortgage loans acquired from First Kansas are also at rates that are relatively lower than the average of our loan portfolio prior to the acquisition.  Also contributing to the decline in the net interest margin was a continued reduction in loans arising from payoffs and refinancings in the one-to-four family residential loan portfolio exceeding our ability to generate new commercial and consumer loans.  We believe the increase in Federal Funds rates over the past year by the Federal Open Market Committee will have a positive impact on our net interest margin in the second half of 2005 as our interest rates on earning assets reprice to higher rates.

 

Provision for Loan Losses.  The provision for loan losses for the three months ended June 30, 2005, was $105,000, compared to a provision of $120,000 during the three months ended June 30, 2004.  Our continuous review of the loan portfolio prompted a decrease in our provision primarily as a result of improvement in the asset quality of the commercial loan portfolio.  One measure of the adequacy of the allowance for estimated losses on loans is the ratio of the allowance to the total loan portfolio.  At June 30, 2005, and December 31, 2004, the allowance for loan losses was $3.1 million and $2.9 million, or 1.1% and 1.0%, respectively, of gross loans outstanding.  The provision for loan losses for the six months ended June 30, 2005, was $225,000 compared to a provision of $180,000 for the same period in 2004.

 

Non-interest Income.  Non-interest income decreased $17,000, or 1.3%, for the three months ended June 30, 2005, to $1.3 million compared to the three months ended June 30, 2004.  The decrease in non-interest income reflected lower fees and service charges, decreasing from $931,000 for the three months ended June 30, 2004, to $913,000 for the three months ended June 30, 2005, relating primarily to loan fees being lower during the second quarter of 2005 as compared to the second quarter of 2004.  Partially offsetting the decline in loan fees for this three-month period was an increase in deposit service charges.  Also contributing to the decrease in non-interest income was a decrease in the gains on sale of loans of $17,000 during the second quarter of 2005 as compared to the same period of 2004.  Mortgage refinancing and prepayments were lower during the second quarter of 2005 as compared to the same period of 2004, as many mortgage holders had already taken advantage of the low interest rates favorable for mortgage refinancing and because rates have risen.  Mortgage origination and refinancing activity is expected to continue at levels similar to the first two quarters of 2005 through out the third quarter of 2005.  Offsetting these decreases in non-interest income, was an $8,000 increase in the gains on sale of investments and a $10,000 increase in other non-interest income during the second quarter of 2005, compared to the second quarter of 2004.

 

Non-interest income increased $96,000, or 4.3%, for the six months ended June 30, 2005, to $2.3 million compared to the six months ended June 30, 2004.  The increase in non-interest income reflected increased fees and service charges from $1.5 million for the six months ended June 30, 2004, to $1.7 million for the six months ended June 30, 2005.  This increase in fees and service charges was the result of the acquisition of First Kansas in April 2004 and from substantially increasing the number of our retail checking accounts opened through new marketing initiatives that were introduced in early 2004.  Partially offsetting the increase in deposit service charges for this six-month period was a decrease in loan fees.  Also contributing to the increase in non-interest income was a $26,000

 

13

 

increase in other income for the six months ended June 30, 2005, as compared to the same period of 2004, which was primarily attributable to the sale of other assets.

 

Partially offsetting these increases in non-interest income was a decline in gains on sale of loans of 19.0%, from $458,000 for the six months ended June 30, 2004, to $371,000 for the six months ended June 30, 2005, as residential mortgage financing activity dropped.  Mortgage refinancings and prepayments were lower during the first half of 2005 as compared to the same period of 2004 as many mortgage holders had already taken advantage of the low interest rates favorable for mortgage refinancing and because rates have risen.  Another offset to the increases in non-interest income was a decrease in gains on sale of investments of $89,000 for the six months ended June 30, 2005 as compared to the same period of 2004 as we sold fewer investments during the first half of 2005 as compared to the first half of 2004.  We periodically sell equity securities from our holding company’s investment portfolio based on performance and other indicators and we could sell additional equity securities in future periods.

 

		Three Months Ended June 30,						Six Months Ended June 30,
		2005			2004			2005			2004
Non-interest income:
Fees and service charges		$	913,215		$	931,422		$	1,710,874		$	1,464,157
Gains on sales of loans		205,818			223,145			371,394			458,030
Gains on sales of investments		40,540			32,103			40,540			129,790
Other		117,447			107,515			214,627			189,016
Total non-interest income		$	1,277,020		$	1,294,185		$	2,337,435		$	2,240,993

 

Non-interest Expense.  Non-interest expense remained constant at $3.0 million for the three months ended June 30, 2005 and 2004.  Increases of $48,000 in advertising expense and $17,000 in professional fees for the second quarter of 2005 as compared to the second quarter of 2004 were offset by decreases of $21,000 in amortization of intangibles and $15,000 in stationery, printing and office supplies.

 

Non-interest expense increased $651,000, or 12.4%, to $5.9 million for the six months ended June 30, 2005, as compared to the six months ended June 30, 2004.  The increase was primarily related to a $230,000 increase in compensation and benefits, a $120,000 increase in occupancy and equipment expense, and a $61,000 increase in data processing expenses, all of which was associated primarily with the operations of branches acquired from First Kansas which added four branch locations and approximately 30 employees to our Company.  Also contributing to the increase in non-interest expense for the six months ended June 30, 2005, was an increase of $91,000 in advertising expenses related to our new marketing initiative that was introduced in early 2004.  Other non-interest expense also increased as a result of the operations of the new branches associated with the First Kansas acquisition.

 

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		Three Months Ended							Six Months Ended
		June 30,							June 30,
		2005				2004			2005			2004
Non-interest expense:
Compensation and benefits		$		1,505,144		$	1,515,074		$	2,962,862		$	2,732,878
Occupancy and equipment		484,108				484,639			974,342			854,798
Data processing		141,237				130,500			270,233			209,365
Amortization of intangibles		86,932				108,219			182,962			183,366
Professional fees		98,913				82,222			185,056			160,916
Advertising		97,007				48,750			181,847			91,238
Other		597,588				631,057			1,151,869			1,025,221
Total non-interest expense		$	3,010,929			$	3,000,461		$	5,909,171		$	5,257,782

 

Income Tax Expense.  Income tax expense decreased $98,000, or 18.4%, from $529,000 for the three months ended June 30, 2004, to $432,000 for the three months ended June 30, 2005.  The decrease in income tax expense for the three months ended June 30, 2005, resulted primarily from a decrease in taxable income.  In addition, the effective tax rate for the second quarter of 2005 decreased to 31.3% compared to 33.0% for the second quarter of 2004 as a result of the utilization of investment tax credits.

 

Income tax expense decreased $194,000, or 19.9%, from $975,000 for the six months ended June 30, 2004, to $781,000 for the six months ended June 30, 2005.  The decrease in income tax expense for the six months ended June 30, 2005, resulted primarily from a decrease in taxable income.  In addition, the effective tax rate for the first six months of 2005 decreased to 30.8% compared to 32.5% for the first six months of 2004 as a result of the utilization of investment tax credits.

 

Asset Quality and Distribution.  Total assets increased to $447.2 million at June 30, 2005, compared to $442.1 million at December 31, 2004.  Our primary ongoing sources of funds are deposits, proceeds from principal and interest payments on loans and investment securities and proceeds from the sale of mortgage loans and investment securities.  While maturities and scheduled amortization of loans are a predictable source of funds, deposit flows and mortgage prepayments are greatly influenced by general interest rates, economic conditions, competition, and the restructuring of the financial services industry.

 

Net loans, excluding loans held for sale, decreased $420,000 during the six months ended June 30, 2005.  This decline was primarily the result of refinancings and paydowns in our residential mortgage portfolio.  Our loan portfolio composition continues to diversify as a result of paydowns and our planned expansion of commercial lending activities.  This is evidenced by our one-to-four family residential real estate loans comprising 46.8% of total loans as of December 31, 2004, 45.7% of total loans as of March 31, 2005, and 44.4% of total loans as of June 30, 2005.

 

Our primary investing activities are the origination of mortgage, consumer, and commercial loans and the purchase of investment and mortgage-backed securities.  Generally, we originate fixed-rate, residential mortgage loans with maturities in excess of ten years for sale in the secondary market.

 

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We do not originate and warehouse these fixed-rate residential loans for resale in order to speculate on interest rates.

 

The allowance for losses on loans is established through a provision for losses on loans based on our evaluation of the risk inherent in the loan portfolio and changes in the nature and volume of its loan activity.  Such evaluation, which includes a review of all loans with respect to which full collectibility may not be reasonably assured, considers the fair value of the underlying collateral, economic conditions, historical loan loss experience, level of classified loans and other factors that warrant recognition in providing for an adequate allowance for losses on loans.

 

We believe that the quality of the loan portfolio continues to be strong as evidenced by our low levels of past due and non-accrual loans which increased slightly, however, remain relatively low overall.  As of June 30, 2005, loans with a balance of $1.7 million were on non-accrual status, or 0.61% of total loans, compared to a balance of $1.1 million loans on non-accrual status, or 0.41% of total loans, as of December 31, 2004.  In addition, the ratio of non-performing assets as a percentage of total assets increased from 0.36% as of December 31, 2004, to 0.55% as of June 30, 2005.  The increase in non-accrual loans is related to a single borrowing relationship comprised of a pool of residential home loans totaling $449,000.  While the non-accrual loans and non-performing asset ratios have increased, this increase occurred in the one-to-four family residential loan portfolio.  Residential home loans comprised 97.0% of the $1.7 million non-accrual balance at June 30, 2005.  These loans have been underwritten according to our residential lending policies and are well secured by real estate collateral, and in many instances, private mortgage insurance or government guarantees.  We have historically incurred minimal losses on mortgage loans based upon collateral values and underlying insurance or guarantees.  We are aggressively pursuing collection activity of these loans which should enable the collection of principal.

 

Management believes that there are numerous indications of emerging strength in the economy, including the Federal Open Market Committee raising the target for the Federal Funds rate by 225 basis points since the June 30, 2004 meeting.  Even though there are numerous indications of emerging strength, it is not certain that this strength is sustainable.  We believe that we use the best information available to determine the allowance for losses on loans, unforeseen market conditions could result in adjustment to the allowance for losses on loans.  In addition, net earnings could be significantly affected if circumstances differ substantially from the assumptions used in establishing the allowance for losses on loans.

 

Liability Distribution.  Total deposits of $302.9 million remained constant at June 30, 2005, and December 31, 2004.  Borrowings increased $1.9 million to $96.5 million at June 30, 2005, from $94.6 million at December 31, 2004.

 

Non-interest bearing demand accounts at June 30, 2005, were $27.2 million, or 9.0% of deposits, compared to $28.5 million, or 9.4% of deposits, at December 31, 2004.  Certificates of deposit increased to $162.6 million at June 30, 2005, from $154.5 million at December 31, 2004.  Money market and NOW demand accounts increased to $89.9 million at June 30, 2005, from $76.6 million at December 31, 2004, and were 29.7% of total deposits.  Savings accounts of $23.2 million remained constant at June 30, 2005, and December 31, 2004.

 

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Certificates of deposit at June 30, 2005, which were scheduled to mature in one year or less, totaled $119.7 million.  Historically, maturing deposits have generally remained with our bank and we believe that a significant portion of the deposits maturing in one year or less will remain with us upon maturity.

 

Contractual Obligations and Commercial Commitments.  The following table presents our contractual obligations, defined as operating lease obligations and principal payments due on non-deposit obligations with maturities in excess of one year as of June 30, 2005, for the periods indicated.

 

Contractual Cash						One Year			One to			Four to			More than
Obligations		Total				or Less			Three Years			Five Years			Five Years
Operating leases		$		261,480		$	66,648		$	103,632		$	90,232		$	968
Service contracts		1,885,000				780,000			1,105,000			—			—
FHLB advances		81,372,261				11,900,000			—			41,982,185			27,490,076
Other borrowings		15,168,000				1,750,000			—			5,170,000			8,248,000
Total contractual obligations		$	96,936,741			$	14,496,648		$	1,208,632		$	47,242,417		$	35,739,044

 

Liquidity.  Our most liquid assets are cash and cash equivalents and investment securities available for sale.  The levels of these assets are dependent on the operating, financing, lending and investing activities during any given period.  These liquid assets totaled $146.4 million at June 30, 2005, and $141.4 million at December 31, 2004.  The amount of investments acquired in the April 2004 acquisition of First Kansas approximated $62.8 million.  During periods in which we are not able to originate a sufficient amount of loans and/or periods of high principal prepayments, we increase our liquid assets by investing in short-term U. S. Government and agency securities or high-grade municipal securities.

 

Liquidity management is both a daily and long-term function of our strategy.  Excess funds are generally invested in short-term investments.  In the event we require funds beyond our ability to generate them internally, additional funds are generally available through the use of Federal Home Loan Bank advances, a line of credit with the Federal Home Loan Bank or through sales of securities.  At June 30, 2005, we had outstanding Federal Home Loan Bank advances of $70.5 million and $5.9 million borrowed against our line of credit with the Federal Home Loan Bank.  At June 30, 2005, our total borrowing capacity with the Federal Home Loan Bank was $95.4 million.  We also had other borrowings of $15.2 million at June 30, 2005, which included $8.2 million of subordinated debentures, $5.2 million of long-term debt and $1.8 million in repurchase agreements.

 

At June 30, 2005, we had outstanding loan commitments, excluding standby letters of credit, of $49.9 million.  We anticipate that sufficient funds will be available to meet current loan commitments.  These commitments consist of letters of credit, unfunded lines of credit and commitments to finance real estate loans.

 

Capital.  The Federal Reserve Board has established capital requirements for bank holding companies which generally parallel the capital requirements for national banks under the Office of the Comptroller of the Currency regulations.  The regulations provide that such standards will generally

 

17

 

be applied on a consolidated (rather than a bank-only) basis in the case of a bank holding company with more than $150 million in total consolidated assets.

 

At June 30, 2005, we continued to maintain a sound leverage ratio of 9.8% and a total risk based capital ratio of 16.3%.  As shown by the following table, our capital exceeded the minimum capital requirements at June 30, 2005 (dollars in thousands):

 

		Actual Amount			Actual Percent		Required Percent		Required Amount
Leverage		$	43,047		9.8	%	4.0	%	$	17,577
Tier 1 Capital		$	43,047		15.2	%	4.0	%	$	11,321
Total Risk Based Capital		$	46,122		16.3	%	8.0	%	$	22,642

 

At June 30, 2005, our subsidiary bank continued to maintain a sound leverage ratio of 10.8% and a total risk based capital ratio of 17.7%.  As shown by the following table, our bank’s capital exceeded the minimum capital requirements at June 30, 2005 (dollars in thousands):

 

		Actual Amount			Actual Percent		Required Percent		Required Amount
Leverage		$	47,008		10.8	%	4.0	%	$	17,493
Tier 1 Capital		$	47,008		16.7	%	4.0	%	$	11,296
Total Risk Based Capital		$	50,083		17.7	%	8.0	%	$	22,593

 

Banks and bank holding companies are generally expected to operate at or above the minimum capital requirements.  The above ratios are well in excess of regulatory minimums and should allow us to operate without capital adequacy concerns.  The Federal Deposit Insurance Corporation Improvement Act of 1991 establishes a bank rating system based on the capital levels of banks.  As of June 30, 2005, we were rated “well capitalized”, which is the highest rating available under this capital-based rating system.

 

Effective April 11, 2005, the Board of Governors of the Federal Reserve System amended the risk-based capital standards for bank holding companies to allow the continued inclusion of outstanding and prospective issuances of trust preferred securities in the tier 1 capital of bank holding companies, subject to stricter standards.  The new regulations limit the amount of trust preferred securities (combined with all other restricted core capital elements) that a bank holding company may include as tier 1 capital to 25% of the sum of all core capital elements, net of goodwill less any associated deferred tax liability.  Amounts in excess of the limits described above generally may be included in tier 2 capital.  The regulations also provide a transition period for bank holding companies to conform their capital structures to the revised quantitative limits.  These limits will first become applicable to bank holding companies beginning on March 31, 2009.  We do not anticipate the amended risk-based capital standards will have a material impact on our capital structures.

 

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ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

 

Quantitative and Qualitative Disclosures About Market Risk.  Our assets and liabilities are principally financial in nature and the resulting net interest income thereon is subject to changes in market interest rates and the mix of various assets and liabilities.  Interest rates in the financial markets affect our decision on pricing our assets and liabilities which impacts net interest income, a significant cash flow source for us.  As a result, a substantial portion of our risk management activities relates to managing interest rate risk.

 

Our Asset/Liability Management Committee monitors the interest rate sensitivity of our balance sheet using earnings simulation models and interest sensitivity gap analysis.  We have set policy limits of interest rate risk to be assumed in the normal course of business and monitor such limits through our simulation process.

 

We have been successful in meeting the interest rate sensitivity objectives set forth in our policy.  Simulation models are prepared to determine the impact on net interest income for the coming twelve months, including one using rates at June 30, 2005, and forecasting volumes for the twelve-month projection.  This position is then subjected to a shift in interest rates of 100 and 200 basis points rising and 100 basis points falling with an impact to our net interest income on a one year horizon as follows:

 

Scenario		$ Change in Net Interest Income			% of Net Interest Income
100 basis point rising		$	445,000		3.6	%
200 basis point rising		923,000			7.4	%
100 basis point falling		(595,000		)	(4.8	)%

 

We believe that no significant changes in our interest rate sensitivity position have occurred since June 30, 2005.  We also believe we are appropriately positioned for future interest rate movements, although we may experience some fluctuations in net interest income due to short-term timing differences between the repricing of assets and liabilities.

 

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995 - Forward-Looking Statements.  This document contains, and future oral and written statements of the Company and its management may contain, forward-looking statements, within the meaning of such term in the Private Securities Litigation Reform Act of 1995, with respect to the financial condition, results of operations, plans, objectives, future performance and business of the Company.  Forward-looking statements, which may be based upon beliefs, expectations and assumptions of the Company’s management and on information currently available to management, are generally identifiable by the use of words such as “believe,” “expect,” “anticipate,” “plan,” “intend,” “estimate,” “may,” “will,” “would,” “could,” “should” or other similar expressions.  Additionally, all statements in this document, including forward-looking statements, speak only as of the date they are made, and the Company undertakes no obligation to update any statement in light of new information or future events.

 

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Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain.  Factors which could have a material adverse effect on our operations and future prospects  include, but are not limited to, the following:

 

•                                         The strength of the United States economy in general and the strength of the local economies in which we conduct our operations which may be less favorable than expected and may result in, among other things, a deterioration in the credit quality and value of our assets.

 

•                                         The economic impact of past and future terrorist attacks, acts of war or threats thereof,   and the response of the United States to any such threats and attacks.

 

•                                         The effects of, and changes in, federal, state and local laws, regulations and policies affecting banking, securities, insurance and monetary and financial matters.

 

•                                         The effects of changes in interest rates (including the effects of changes in the rate of prepayments our assets) and the policies of the Board of Governors of the Federal Reserve System.

 

•                                         Our ability to compete with other financial institutions as effectively as we currently intend due to increases in competitive pressures in the financial services sector.

 

•                                         Our inability to obtain new customers and to retain existing customers.

 

•                                         The timely development and acceptance of products and services, including products and services offered through alternative delivery channels such as the Internet.

 

•                                         Technological changes implemented by us and by other parties, including third party vendors, which may be more difficult or more expensive than anticipated or which may have unforeseen consequences to us and our customers.

 

•                                         Our ability to develop and maintain secure and reliable electronic systems.

 

•                                         Our ability to retain key executives and employees and the difficulty that we may experience in replacing key executives and employees in an effective manner.

 

•                                         Consumer spending and saving habits which may change in a manner that affects our  business adversely.

 

•                                         Business combinations and the integration of acquired businesses which may be more difficult or expensive than expected.

 

•                                         The costs, effects and outcomes of existing or future litigation.

 

•                                         Changes in accounting policies and practices, as may be adopted by state and federal regulatory agencies and the Financial Accounting Standards Board.

 

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•                                         Our ability to manage the risks associated with the foregoing as well as anticipated.

 

These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.  Additional information concerning us and our business, including other factors that could materially affect our financial results, is included in our filings with the Securities and Exchange Commission.

 

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ITEM 4.  CONTROLS AND PROCEDURES

 

An evaluation was performed under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Securities and Exchange Act of 1934, as amended) as of June 30, 2005.  Based on that evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective.  There have been no significant changes in our internal controls or in other factors that could significantly affect internal controls.

 

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LANDMARK BANCORP, INC. AND SUBSIDIARY

PART II – OTHER INFORMATION

 

ITEM 1.  LEGAL PROCEEDINGS.

 

There are no material pending legal proceedings to which the Company or its subsidiaries is a party other than ordinary routine litigation incidental to their respective businesses.

 

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

The following table provides information about purchases by the Company and its affiliated purchasers during the quarter ended June 30, 2005, of equity securities that are registered by the Company pursuant to Section 12 of the Exchange Act:

 

Period		Total Number of Shares Purchased		Average Price Paid per Share			Total Number of Shares Purchased as Part of a Publicly Announced Plan(1)		Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plan(2)
April 1-30, 2005		—		—			—		77,054
May 1-31, 2005		18		$	29.50		18		77,036
June 1-30, 2005		—		—			—		77,036
Total		18		$	29.50		18		77,036

 

(1)   We have repurchased an aggregate of 24,664 shares of our common stock pursuant to the repurchase program that we publicly announced in November 2004.

 

(2)   Our Board of Directors approved the repurchase by us up to an aggregate of 101,700 shares of our common stock pursuant to the repurchase program.  Unless terminated earlier by resolution of the Board of Directors, the repurchase program will expire when we have repurchased all shares authorized for repurchase thereunder.

 

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

 

None

 

23

 

ITEM 4.  SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS.

 

On May 18, 2005, the annual meeting of Landmark Bancorp, Inc. stockholders was held.  At the meeting, Brent A. Bowman, Joseph L. Downey, and David H. Snapp were elected to serve as Class I directors with terms expiring in 2008. Continuing as Class II directors (term expires in 2006) are Richard Ball, Susan E. Roepke and C. Duane Ross and continuing as Class III directors (term expires in 2007) are Patrick L. Alexander, Jim W. Lewis, Jerry R. Pettle, and Larry Shugart.  The stockholders also ratified the appointment of KPMG LLP as Landmark Bancorp, Inc.’s independent public accountants for the year ending December 31, 2005, and approved the amendment to Article 4 of the certificate of incorporation to increase the number of authorized shares of common stock, $0.01 par value per share, from 3,000,000 to 5,000,000 shares.

 

There were 2,110,443 shares of common stock eligible to vote at the annual meeting.  The voting on each item at the annual meeting was as follows:

 

				Withheld/				Broker
		For		Against		Abstain		Non-Votes
Brent A. Bowman		1,595,898		68,430		—		—
Joseph L. Downey		1,649,152		15,176		—		—
David H. Snapp		1,649,092		15,236		—		—
KPMG LLP		1,608,010		14,324		41,994		—
Article 4 Amendment		1,445,854		205,325		13,149		—

 

ITEM 5.  OTHER INFORMATION.

 

None

 

ITEM 6.  EXHIBITS

 

A.                                   Exhibits

 

Exhibit 31.1		Certificate of Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a)
Exhibit 31.2		Certificate of Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a)
Exhibit 32.1		Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 32.2		Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

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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.

 

 

		LANDMARK BANCORP, INC.
Date: August 4, 2005		/s/  Patrick L. Alexander
		Patrick L. Alexander
		President and Chief Executive Officer
Date: August 4, 2005		/s/  Mark A. Herpich
		Mark A. Herpich
		Vice President, Secretary, Treasurer
		and Chief Financial Officer

 

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