2023 ANNUAL REPORTNasdaq: LARKEveryone starts as a customer and leaves as a friend. Landmark National Bank
Landmark National Bank
Dodge City
Dodge City
Central & Spruce
Central & Spruce
Contents
Contents
Letter to Stockholders
Letter to Stockholders ..........................................................................................................................................................................
..........................................................................................................................................................................2-32-3
.............................................................................................................................................................................4-54-5
Financial Highlights .............................................................................................................................................................................
Financial Highlights
Executive Officers ......................................................................................................................................................................................
Executive Officers
......................................................................................................................................................................................6 6
.....................................................................................................................................................................................66
Board of Directors
Board of Directors .....................................................................................................................................................................................
............................................................................................................................................................................7 7
Corporate Information ............................................................................................................................................................................
Corporate Information
Map and Locations ...................................................................................................................................................................................
Map and Locations
...................................................................................................................................................................................88
.............................................................................................................................................................. 9 9
Annual Report on Form 10-K ..............................................................................................................................................................
Annual Report on Form 10-K
www.banklandmark.com
1
PRESIDENT’S LETTER TO OUR STOCKHOLDERS, CUSTOMERS AND FRIENDS
Landmark Bancorp, Inc.’s (Landmark) financial results in 2023 were strong. Net income for the
twelve months ending December 31, 2023, totaled over $12 million, or an increase of 24% from
the prior year, while the book value of our stock grew 14%. The increase in net income was
achieved through solid growth in net interest income, well controlled expenses, and excellent
credit quality in our loan portfolio. Further, we realized significant benefits from the integration
of both people and systems as a result of our acquisition of Freedom Bank in the fourth quarter
of 2022.
While in the beginning of the year, the Federal Reserve continued to increase short-term interest
rates putting continued stress on the banking system, since mid-year, these rates began to stabilize,
and long-term rates declined in the fourth quarter. At year-end 2023, unemployment remained
low, while inflation has come down. Existing home sales declined throughout the year resulting
from low inventories and higher mortgage rates. While uncertainty remains, many economists
believe the economy will not face a major recession but rather achieve a “soft landing” sometime
next year.
Michael E. Scheopner
President/ Chief Executive Officer
With this backdrop, Landmark navigated these economic challenges very well and grew our orga-
nization in a number of key areas. In 2023, loans grew 12% through a combination of increases in
residential mortgages and commercial type loans. We reduced the balance of our lower yielding
investment securities portfolio to help fund loans and we also grew our deposits. In the second
half of the year, we began to reduce our reliance on high cost borrowed funds that were originally
entered into as part of our Freedom Bank acquisition. Net interest income grew $4.4 million this year while non-interest expense went
up only slightly. Credit quality remained excellent all year long.
2023 Financial Highlights
• Net income totaled $12.2 million in 2023 compared to $9.9 million in 2022, or an increase of 24%. Diluted earnings per share this
year was $2.23 compared to $1.79.
• The return on average assets in 2023 was 0.80%, the return on average equity was 10.7% and the efficiency ratio was 71.2%.
• The increase in net income of $2.4 million in 2023 was mainly due to an increase of $4.4 million in net interest income offset by a
decline of 3% in fee income and slightly higher operating expenses. The Freedom Bank acquisition in the fourth quarter 2022 added
gross loans of $118 million and $150 million in deposits which contributed to the growth in our net interest income.
• Total shareholders’ equity grew $15.5 million in 2023, or 14%, while our book value per share increased to $23.17, also an increase
of 14%. We continue to maintain strong regulatory capital ratios including a total risked based capital ratio of 13.3%.
• For the 23nd consecutive year, Landmark distributed a 5% stock dividend to shareholders in the fourth quarter 2023. Also, cash
dividends paid in 2023 totaled $0.80 per share (as adjusted for the Company’s 5% stock dividend) representing an increase of 5.0%
from the amount paid in 2022.
•
In January 2024, the Company’s Board of Directors declared a first quarter cash dividend of $.21 per share, representing an increase
of 5% again this year. Landmark has paid a quarterly cash dividend every quarter since the Company’s inception in 2001.
• Gross loans at December 31, 2023 totaled $948.7 million or growth of 12% for the year. Landmark added over $65 million in resi-
dential mortgages and almost $31 million in commercial type loans.
• Credit quality remained very strong as net loan recoveries totaled $44,000 for the year and non-accrual loans declined. As a result
of new accounting rules, we added $1.5 million to our allowance for credit losses at the beginning of 2023.
The Freedom acquisition was a strategic opportunity for us to grow our franchise and create a stronger commercial banking presence
in Overland Park, Kansas, a community that provides excellent growth potential. Thus far, we have been very pleased with the combi-
nation of our two organizations. The cultures of our two banks aligned closely with a common approach to commercial banking client
management and this acquisition has provided us with more resources to compete in this larger market. We have been excited to have
Freedom’s associates join our community banking team this year and the contributions it has made to our continued success at provid-
ing top notch service to our customers and our communities.
Landmark’s Businesses: Landmark’s main lines of business include residential mortgage lending, commercial lending and cash
management services, and retail banking. Residential mortgage lending continued to be stressed by higher interest rates and a lack of
supply of homes for sale in Kansas. Mortgage loan production in 2023 totaled $164 million compared to $217 million in 2022 and
represented mostly financing for new homes. However, we did increase our residential mortgage loans on our books by 28% in 2023
as our adjustable-rate mortgage product proved to be very popular with our customers.
Our commercial banking team is focused on growing long-term relationships with both existing and new commercial customers and our
expansion with Freedom Bank associates has furthered this objective. Total commercial type loans grew almost $31 million or 5% this
year mainly driven by commercial and owner-occupied commercial real estate loans. We have recently leased space in downtown Kan-
sas City, Missouri to house a commercial loan production office and enable greater lending opportunities in this newer market area. We
have also expanded our treasury services staff and, through the Freedom Bank acquisition, upgraded our treasury software offerings.
2
President’s letter continued
Landmark maintains a strong branch network across Kansas with 31 locations in 24 communities. Our retail banking focus is to drive
growth in competitive lower-cost, non-public-fund checking, money market and savings accounts with strong customer service and
accessible locations. We continue to invest in a platform of products and services to meet the financial needs of our client base; focusing
on digital services and solutions that are simple, intuitive, integrated, and relevant. This year, we plan to initiate video stations at some
of our branches so that customers can have face-to-face meetings with various product experts who might be located in other offices.
As this becomes more popular, we will expand this offering.
Over the years, Landmark has expanded through acquisitions of other banking institutions. We continue to look for opportunities that
can strengthen and profitably expand our current operations in other nearby markets.
Credit Quality: The credit quality of our loan portfolio remained excellent in 2023 as both loan losses and delinquencies remained very
low. We manage our loan portfolio to be geographically diversified throughout our Kansas markets and we are careful to avoid large
loan concentrations among our many loan products and across the industries we serve. At year-end 2023, commercial and industrial
loans represented 19% of our total gross loans, while commercial real estate loans totaled 34% of total gross loans. Mortgage, agricul-
tural and construction loans represented 32%, 9% and 2%, respectively of total gross loans. Sixty-four percent of our commercial real
estate loans are for owner-occupied facilities which we believe offer a better risk reward. We continue to believe appropriate diversifi-
cation is key to maintaining solid credit quality.
Net loan recoveries totaled $44,000 in 2023 compared to recoveries of $16,000 in the previous year. The allowance for credit losses
totaled $10.6 million or 1.12% of year-end 2023 loans. Non-accrual loans totaled $2.4 million at year-end 2023 compared to $3.3
million at year-end 2022.
People: While Landmark had a strong year in 2023, none of these accomplishments would have been possible without the dedicated
efforts of our Landmark associates both on the frontline, and behind the scenes, that make sure the administrative, audit, compliance,
finance, human resource, marketing, operations, technology, and training needs are met daily. My fellow associates at Landmark are
highly talented community bankers dedicated to exceeding the expectations or our clients and I am proud to be associated with this
team.
Outlook for 2024: As we look forward to 2024, the U.S. economy continues to show improvement with low unemployment, improv-
ing inflationary pressures, and the likelihood of lower interest rates later in the year. Home sales continue to be suppressed due to low
inventories and high interest rates, but overall credit trends remain very good. Landmark will remain focused on expanding our rela-
tionships with our existing customers and establishing long-term relationships with new customers in a conservative and disciplined
manner. We will remain dedicated to prudently underwriting loans and investments, monitoring interest rate risk, and maintaining an
organizational risk profile to prepare for unforeseen future events.
With a strong presence across Kansas, Landmark utilizes a community banking model in which our decision-makers live in the cities
and towns they serve, supported by centralized systems and resources, enabling them to successfully meet clients’ needs. We are com-
mitted to continued investment in both operational and human resources to meet the growing demands of our commercial and retail
banking customers. I believe Landmark’s capital strength and our risk management practices position us well for continued long-term
growth. Our commitment to community banking by meeting the financial needs of families and businesses with both high touch service
and convenient technology will enable us to continue to build our presence across our markets. I expect our trend of solid core earnings
to continue in 2024.
On March 4, 2024, we announced the hiring of a new President and Chief Executive Officer effective March 29, 2024. Our Board of
Directors took a very thoughtful approach to the succession process, involving numerous stakeholders and strongly considering the
foundation of our history and the opportunity of our future. At the conclusion of the process, the decision was made to hire Abigail
(Abby) Wendel. Abby has over 27 years of industry expertise including time in leadership and corporate strategic matters at a large
Midwest regional bank as well as prior tenure in various roles for the Federal Reserve Bank of Kansas City. The board’s decision on
Abby was unanimous. While we are well positioned for future success, Abby brings a unique skillset that blends personality and rela-
tionships, leadership, business rigor, and banking know-how that will further enhance our growth opportunities. We look forward to
Abby joining Landmark with fresh new ideas that will take Landmark National Bank to the next level.
After 28 years with Landmark, the last 10 as President and Chief Executive Officer, I will take on a non-executive role with the Com-
pany leading to my planned retirement date on December 31, 2024. My decision to retire came only after careful consideration, and
knowing that Landmark has a well-constructed business strategy in place, a strong board of directors, and a highly capable team of
Landmarkable associates.
In conclusion, I want to thank my fellow associates. It has been an honor to be a part of their team. They are dedicated toward exceed-
ing the expectations of Landmark customers. I also want to express my thanks to our Board of Directors, whose leadership, knowledge
of our banking markets and contributions to developing Landmark’s strategic plan helped set the stage for continued success.
Thank you, also, to each of our Landmark customers and shareholders. Your support and confidence have made our team’s successes
possible. It has been our pleasure to work with you and we look forward to our continued success.
Sincerely,
Michael E. Scheopner
President and Chief Executive Officer
3
$4.00
$3.00
$2.00
$1.00
$0.00
$20.0
$18.0
$16.0
$14.0
$12.0
$10.0
$8.0
$6.0
$4.0
$2.0
$0.0
2.00%
1.50%
1.00%
0.50%
0.00%
Financial Highlights
Earnings per Share
Dividends per Share
$3.26
$2.23
$1.79
$1.00
$0.75
$0.50
$0.25
$0.00
$0.69
$0.76
$0.80
2021
2022
2023
2021
2022
2023
Book Value per Share
$24.62
$23.17
$20.36
Net Earnings
(Dollars in Millions)
$18.0
$12.2
$9.9
$30.00
$25.00
$20.00
$15.00
$10.00
$5.00
$0.00
2021
2022
2023
2021
2022
2023
Return on Average Assets
Return on Average Equity
1.44%
0.73%
0.80%
20.00%
15.00%
13.80%
10.00%
5.00%
0.00%
10.70%
8.25%
2021
2022
2023
2021
2022
2023
4
Financial Highlights
$125.0
$125.0
$100.0
$150.0
$150.0
$135.6
$135.6
$1,300.6
$1,300.6
$1,316.3
$1,316.3
(Dollars in Millions)
Total Assets
Total Assets
Total Assets
(Dollars in Millions)
(Dollars in Millions)
$1,502.9
Total Assets
Total Assets
(Dollars in Millions)
$1,502.9
$1,502.9
(Dollars in Millions)
$1,502.9
$1,502.9
$1,329.0
$1,329.0
$1,329.0
$1,329.0
$1,329.0
2021
2022
2022
2022
Stockholders' Equity
2021
(Dollars in Millions)
2022
Stockholders' Equity
Stockholders' Equity
2022
2021
2021
2021
$135.6
(Dollars in Millions)
(Dollars in Millions)
Stockholders' Equity
Stockholders' Equity
$111.4
(Dollars in Millions)
$135.6
$135.6
(Dollars in Millions)
$111.4
$111.4
$111.4
$111.4
2021
2022
2021
2021
2022
2022
2022
Net Interest Income
2021
(Dollars in Millions)
Net Interest Income
Net Interest Income
2022
$38.9
(Dollars in Millions)
Net Interest Income
Net Interest Income
$38.9
$38.9
(Dollars in Millions)
(Dollars in Millions)
(Dollars in Millions)
2021
$38.3
$38.3
$38.3
$38.3
$38.3
$38.9
$38.9
$1,561.7
$1,561.7
$1,561.7
$1,561.7
$1,561.7
2023
2023
2023
2023
2023
$126.9
$126.9
$126.9
$126.9
$126.9
2023
2023
2023
2023
2023
$43.3
$43.3
$43.3
$43.3
$43.3
2021
2021
2021
2022
2022
2022
2023
2023
2023
2021
2021
2022
2022
2023
2023
$1,750.0
$1,500.0
$1,750.0
$1,750.0
$1,750.0
$1,250.0
$1,500.0
$1,250.0
$1,500.0
$1,500.0
$1,750.0
$1,000.0
$1,250.0
$1,250.0
$1,500.0
$750.0
$1,000.0
$1,000.0
$1,250.0
$500.0
$750.0
$750.0
$1,000.0
$1,000.0
$250.0
$500.0
$500.0
$750.0
$0.0
$250.0
$250.0
$500.0
$0.0
$0.0
$250.0
$250.0
$750.0
$500.0
$0.0
$0.0
$150.0
$150.0
$125.0
$150.0
$100.0
$100.0
$75.0
$125.0
$125.0
$75.0
$75.0
$50.0
$100.0
$100.0
$50.0
$50.0
$25.0
$75.0
$75.0
$25.0
$25.0
$0.0
$50.0
$50.0
$0.0
$0.0
$25.0
$25.0
$0.0
$0.0
$40.0
$40.0
$40.0
$30.0
$40.0
$40.0
$30.0
$30.0
$20.0
$30.0
$30.0
$20.0
$20.0
$10.0
$20.0
$20.0
$10.0
$10.0
$0.0
$10.0
$10.0
$0.0
$0.0
$0.0
$0.0
$1,000.0
$1,000.0
$1,000.0
$800.0
$1,000.0
$800.0
$1,000.0
$800.0
$600.0
$800.0
$600.0
$800.0
$600.0
$400.0
$600.0
$400.0
$600.0
$400.0
$200.0
$400.0
$200.0
$400.0
$200.0
$0.0
$200.0
$0.0
$200.0
$0.0
$0.0
$0.0
$1,400.0
$1,200.0
$1,400.0
$1,400.0
(Dollars in Millions)
Net Loans
Net Loans
Net Loans
(Dollars in Millions)
Net Loans
$841.1
Net Loans
(Dollars in Millions)
$841.1
(Dollars in Millions)
$841.1
(Dollars in Millions)
$841.1
$841.1
2022
2022
2022
2022
2022
(Dollars in Millions)
Deposits
Deposits
Deposits
$1,300.6
(Dollars in Millions)
(Dollars in Millions)
Deposits
Deposits
$1,300.6
$1,300.6
(Dollars in Millions)
(Dollars in Millions)
$653.2
$653.2
$653.2
$653.2
$653.2
2021
2021
2021
2021
2021
$1,148.5
$1,148.5
$1,148.5
$1,148.5
$1,148.5
$937.6
$937.6
$937.6
$937.6
$937.6
2023
2023
2023
2023
2023
$1,316.3
$1,316.3
$1,316.3
$1,200.0
$1,400.0
$1,000.0
$1,200.0
$1,200.0
$1,400.0
$800.0
$1,000.0
$1,000.0
$1,200.0
$600.0
$800.0
$800.0
$1,000.0
$1,000.0
$400.0
$600.0
$600.0
$800.0
$200.0
$400.0
$400.0
$600.0
$0.0
$200.0
$200.0
$400.0
$0.0
$0.0
$200.0
$200.0
$800.0
$600.0
$400.0
$0.0
$0.0
$16.0
$16.0
$16.0
$12.0
$16.0
$16.0
$12.0
$12.0
$8.0
$12.0
$12.0
$8.0
$8.0
$4.0
$8.0
$8.0
$4.0
$4.0
$0.0
$4.0
$4.0
$0.0
$0.0
$0.0
$0.0
5
$10.5
$10.5
$10.5
$10.5
$10.5
2021
2021
2021
2021
2021
2021
2022
2022
2022
2021
2021
Gains on Sales of Loans
2021
2021
Gains on Sales of Loans
Gains on Sales of Loans
2022
(Dollars in Millions)
2022
(Dollars in Millions)
(Dollars in Millions)
Gains on Sales of Loans
Gains on Sales of Loans
(Dollars in Millions)
(Dollars in Millions)
2023
2023
2023
2023
2023
$3.4
$3.4
$3.4
$2.3
$2.3
$2.3
$3.4
$3.4
2022
2022
2022
2022
2022
$2.3
2023
$2.3
2023
2023
2023
2023
DIRECTORS OF LANDMARK BANCORP, INC. AND LANDMARK NATIONAL BANK
DIRECTORS OF LANDMARK BANCORP, INC. AND LANDMARK NATIONAL BANK
DIRECTORS OF LANDMARK BANCORP, INC. AND LANDMARK NATIONAL BANK
DIRECTORS OF LANDMARK BANCORP, INC. AND LANDMARK NATIONAL BANK
EXECUTIVE OFFICERS OF LANDMARK BANCORP, INC.
DIRECTORS OF LANDMARK BANCORP, INC. AND LANDMARK NATIONAL BANK
DIRECTORS OF LANDMARK BANCORP, INC. AND LANDMARK NATIONAL BANK
DIRECTORS OF LANDMARK BANCORP, INC. AND LANDMARK NATIONAL BANK
DIRECTORS OF LANDMARK BANCORP, INC. AND LANDMARK NATIONAL BANK
DIRECTORS OF LANDMARK BANCORP, INC. AND LANDMARK NATIONAL BANK
EXECUTIVE OFFICERS OF LANDMARK BANCORP, INC.
(From left) Sarah Hill-Nelson, Wayne R. Sloan, Patrick L. Alexander, Jim W. Lewis,
David H. Snapp, Susan E. Roepke, Richard A. Ball, Michael E. Scheopner, Brent A. Bowman
Michael E. Scheopner
President and Chief Executive Officer
Mark A. Herpich
Vice President, Secretary,
Chief Financial Officer and Treasurer
Richard A. Ball
Certified Public Accountant
Ball Consulting Group, Ltd.
Patrick L. Alexander, Chairman
Landmark Bancorp, Inc. and
Landmark National Bank
Michael E. Scheopner
President and Chief Executive Officer
Patrick L. Alexander, Chairman
Landmark Bancorp, Inc. and
Landmark Bancorp, Inc. and
Landmark National Bank
Landmark National Bank
Jim W. Lewis
Lewis Automotive Group
Mark A. Herpich
Vice President, Secretary,
Chief Financial Officer and Treasurer
Michael E. Scheopner
President and Chief Executive Officer
Sarah Hill-Nelson
President and Chief Executive Officer The
Jim W. Lewis
Bowersock Mills & Power Company
Lewis Automotive Group
(From left) Sarah Hill-Nelson, Wayne R. Sloan, Patrick L. Alexander, Jim W. Lewis,
Michael E. Scheopner
(From left) Sarah Hill-Nelson, Wayne R. Sloan, Patrick L. Alexander, Jim W. Lewis,
David H. Snapp, Susan E. Roepke, Richard A. Ball, Michael E. Scheopner, Brent A. Bowman
(From left) Sarah Hill-Nelson, Wayne R. Sloan, Patrick L. Alexander, Jim W. Lewis,
President and Chief Executive Officer
David H. Snapp, Susan E. Roepke, Richard A. Ball, Michael E. Scheopner, Brent A. Bowman
(From left) Sarah Hill-Nelson, Wayne R. Sloan, Patrick L. Alexander, Jim W. Lewis,
David H. Snapp, Susan E. Roepke, Richard A. Ball, Michael E. Scheopner, Brent A. Bowman
(From left) Sarah Hill-Nelson, Wayne R. Sloan, Patrick L. Alexander, Jim W. Lewis,
EXECUTIVE OFFICERS OF LANDMARK NATIONAL BANK
David H. Snapp, Susan E. Roepke, Richard A. Ball, Michael E. Scheopner, Brent A. Bowman
(From left) Sarah Hill-Nelson, Wayne R. Sloan, Patrick L. Alexander, Jim W. Lewis,
David H. Snapp, Susan E. Roepke, Richard A. Ball, Michael E. Scheopner, Brent A. Bowman
(From left) Sarah Hill-Nelson, Wayne R. Sloan, Patrick L. Alexander, Jim W. Lewis,
David H. Snapp, Susan E. Roepke, Richard A. Ball, Michael E. Scheopner, Brent A. Bowman
(From left) Sarah Hill-Nelson, Wayne R. Sloan, Patrick L. Alexander, Jim W. Lewis,
David H. Snapp, Susan E. Roepke, Richard A. Ball, Michael E. Scheopner, Brent A. Bowman
Jim W. Lewis
Patrick L. Alexander, Chairman
David H. Snapp, Susan E. Roepke, Richard A. Ball, Michael E. Scheopner, Brent A. Bowman
Jim W. Lewis
Patrick L. Alexander, Chairman
EXECUTIVE OFFICERS OF LANDMARK NATIONAL BANK
Mark A. Herpich
Owner
Landmark Bancorp, Inc. and
Jim W. Lewis
Patrick L. Alexander, Chairman
Owner
Landmark Bancorp, Inc. and
Lewis Automotive Group
Landmark National Bank
Executive Vice President, Secretary and
Jim W. Lewis
Owner
Patrick L. Alexander, Chairman
Landmark Bancorp, Inc. and
DIRECTORS OF LANDMARK BANCORP, INC. AND LANDMARK NATIONAL BANK
Jim W. Lewis
Lewis Automotive Group
Landmark National Bank
Patrick L. Alexander, Chairman
Chief Financial Officer
Landmark National Bank
Lewis Automotive Group
Lewis Automotive Group
Landmark Bancorp, Inc. and
Jim W. Lewis
Patrick L. Alexander, Chairman
Lewis Automotive Group
Landmark Bancorp, Inc. and
Michael E. Scheopner
Landmark National Bank
Mark A. Herpich
Lewis Automotive Group
Landmark National Bank
Landmark Bancorp, Inc. and
Jim W. Lewis
Patrick L. Alexander, Chairman
Jim. W. Lewis
Patrick L. Alexander, Chairman
President and Chief Executive Officer
Executive Vice President, Secretary and
Landmark National Bank
Lewis Automotive Group
Michael E. Scheopner
Landmark Bancorp, Inc. and
Sarah Hill-Nelson
Landmark Bancorp, Inc. and
Lewis Automotive Group
Michael E. Scheopner
Sarah Hill-Nelson
Chief Financial Officer
Landmark National Bank
President and Chief Executive Officer
President and Chief Executive Officer
Michael E. Scheopner
Landmark National Bank
Sarah Hill-Nelson
Sarah Hill-Nelson
Sarah Hill-Nelson
President and Chief Executive Officer
President and Chief Executive Officer
Landmark Bancorp, Inc. and
The Bowersock Mills & Power Company
Michael E. Scheopner
President and Chief Executive
President and Chief Executive Officer The
Sandra J. Moll
President and Chief Executive Officer
Sarah Hill-Nelson
Michael E. Scheopner
Sandra J. Moll
Landmark Bancorp, Inc. and
The Bowersock Mills & Power Company
President and Chief Executive Officer The
Landmark National Bank
Officer Landmark Bancorp, Inc. and
President and Chief Executive Officer
Bowersock Mills & Power Company
The Bowersock Mills & Power Company
Michael E. Scheopner
Michael E. Scheopner
Partner, President and Chief Executive Officer
Landmark National Bank
President and Chief Executive Officer
President and Chief Executive Officer
Partner, President and Chief Executive Officer
Sarah Hill-Nelson
Bowersock Mills & Power Company
Sarah Hill-Nelson
Landmark National Bank
Landmark Bancorp, Inc. and
Advance Business Solutions, LLC
President and Chief Executive Officer
President and Chief Executive Officer
Michael E. Scheopner
The Bowersock Mills & Power Company
Landmark Bancorp, Inc. and
Advance Business Solutions, LLC
President and Chief Executive Officer The
President and Chief Executive Officer The
Landmark National Bank
Landmark Bancorp, Inc. and
Landmark Bancorp, Inc. and
Landmark National Bank
President and Chief Executive Officer
Bowersock Mills & Power Company
Sandra J. Moll
Richard A. Ball
Bowersock Mills & Power Company
Landmark National Bank
Thomas A. Page
Landmark National Bank
Sandra J. Moll
Richard A. Ball
Landmark Bancorp, Inc. and
Certified Public Accountant
Owner
Richard A. Ball
Sandra J. Moll
Sandra J. Moll
Former President and CEO
Sandra J. Moll
Certified Public Accountant
Owner
Landmark National Bank
Ball Consulting Group, Ltd.
Wayne R. Sloan
Advance Business Solutions, LLC
Richard A. Ball
Certified Public Accountant
Partner, President and Chief Executive Officer
Owner
Richard A. Ball
Sandra J. Moll
Emprise Bank
Ball Consulting Group, Ltd.
Richard A. Ball
Advance Business Solutions, LLC
Partner, President and Chief Executive Officer
Chairman
President
Certified Public Accountant
Advance Business Solutions, LLC
Advance Business Solutions, LLC
Richard A. Ball
Certified Public Accountant
Partner, President and Chief Executive Officer
Certified Public Accountant
Sandra J. Moll
Advance Business Solutions, LLC
BHS Construction, Inc.
Ball Consulting Group, Ltd.
Ball Consulting Group, Ltd.
Sandra J. Moll
President
Certified Public Accountant
Ball Consulting Group, Ltd.
Advance Business Solutions, LLC
Richard A. Ball
Wayne R. Sloan
Partner, President and Chief Executive Officer
Brent A. Bowman
Wayne R. Sloan
Ball Consulting Group, Ltd.
Ball Consulting Group, Ltd.
Partner, President and Chief Executive Officer
Certified Public Accountant
Chairman
Advance Business Solutions, LLC
Brent A. Bowman
Wayne R. Sloan
Dean R. Thibault
Vice President
Chairman
Wayne R. Sloan
Wayne R. Sloan
Ball Consulting Group, Ltd.
Advance Business Solutions, LLC
BHS Construction, LLC
Vice President
Wayne R. Sloan
Chairman
Executive Vice President
BBN Architects, Inc.
BHS Construction, Inc.
Brent A. Bowman
Brent A. Bowman
Sarah Hill-Nelson
Chairman
Chairman and Chief Executive Officer
Brent A. Bowman
Wayne R. Sloan
BBN Architects, Inc.
BHS Construction, Inc.
Chairman
Chief Lending Officer
(From left) Sarah Hill-Nelson, Wayne R. Sloan, Patrick L. Alexander, Jim W. Lewis,
President
Vice President
BHS Construction, Inc.
BHS Construction, Inc.
President and Chief Executive Officer
Brent A. Bowman
Vice President
Chairman
BHS Construction, Inc.
Wayne R. Sloan
David H. Snapp, Susan E. Roepke, Richard A. Ball, Michael E. Scheopner, Brent A. Bowman
BBN Architects, Inc.
Dean R. Thibault
BBN Architects, Inc.
David H. Snapp
The Bowersock Mills & Power Company
Vice President
BHS Construction, Inc.
BBN Architects, Inc.
Brent A. Bowman
Chairman
Attorney
Executive Vice President
BBN Architects, Inc.
Vice President
BHS Construction, Inc.
David H. Snapp, LC
Angela S. Hurt
Chief Lending Officer
BBN Architects, Inc.
Chief Executive Officer
Veracity Consulting, Inc.
Patrick L. Alexander, Chairman
Landmark Bancorp, Inc. and
Mark J. Kohlrus
Landmark National Bank
Financial Consultant
Mark J. Oliphant
Wayne R. Sloan
Executive Vice President and
Chairman
Market President Central Region
BHS Construction, Inc.
Angela K. Stanland
Jim W. Lewis
Chief of Staff
Lewis Automotive Group
The Illig Family Enterprise Co.
Mark J. Oliphant
Executive Vice President and
Market President Central Region
Michael E. Scheopner
President and Chief Executive Officer
Landmark Bancorp, Inc. and
Landmark National Bank
Richard A. Ball
Certified Public Accountant
Ball Consulting Group, Ltd.
Brent A. Bowman
Vice President
BBN Architects, Inc.
David H. Snapp
Attorney
David H. Snapp, LC
Brent A. Bowman
Vice President
BBN Architects, Inc.
David H. Snapp
David H. Snapp
Attorney
David H. Snapp
Attorney
David H. Snapp, LC
David H. Snapp
Attorney
David H. Snapp
David H. Snapp, LC
Attorney
David H. Snapp, LC
David H. Snapp
Attorney
David H. Snapp, LC
Attorney
David H. Snapp, LC
David H. Snapp
David H. Snapp, LC
Attorney
David H. Snapp, LC
David H. Snapp
Attorney
David H. Snapp, LC
Michael E. Scheopner
President and Chief Executive Officer
Landmark Bancorp, Inc. and
Landmark National Bank
6
Richard A. Ball
Certified Public Accountant
Ball Consulting Group, Ltd.
Brent A. Bowman
Vice President
BBN Architects, Inc.
6
Sarah Hill-Nelson
President and Chief Executive Officer The
Bowersock Mills & Power Company
Sandra J. Moll
Partner, President and Chief Executive Officer
Advance Business Solutions, LLC
Wayne R. Sloan
Chairman
BHS Construction, Inc.
6
6
6
6
6
6
6
6 6
7
7
6
David H. Snapp
Attorney
David H. Snapp, LC
CORPORATE INFORMATION
CORPORATE INFORMATION
Corporate Headquarters
CORPORATEHEADQUARTERS
CORPORATEHEADQUARTERS
701 Poyntz Avenue
701 Poyntz Avenue
701 Poyntz Avenue
Manhattan, Kansas 66502
Manhattan, Kansas 66502
Manhattan, Kansas 66502
annual Meeting
ANNUALMEETING
ANNUALMEETING
The annual meeting of stockholders will
The annual meeting of stockholders will
The annual meeting of stockholders will
be held by virtual meeting, on Wednesday,
be held by virtual meeting, on Wednesday,
be held by virtual meeting, on Wednesday,
May 22, 2024 at 2:00 PM.
May 18, 2022 at 2:00 PM.
May 18, 2022 at 2:00 PM.
REGISTRAR AND TRANSFER AGENT
REGISTRAR AND TRANSFER AGENT
Computershare, Inc.
Computershare, Inc.
P.O. Box 30170
P.O. Box 30170
College Station, Texas 77842
College Station, Texas 77842
registrar and transfer agent
Computershare, Inc.
P.O. Box 30170
College Station, Texas 77842
independent registered
INDEPENDENT REGISTERED
INDEPENDENT REGISTERED
publiC aCCounting firM
PUBLIC ACCOUNTING FIRM
PUBLIC ACCOUNTING FIRM
Crowe LLP
Crowe Chizek LLP
Crowe Chizek LLP
2200 Ross Avenue, Suite 4200
750 N. St. Paul Street, Suite 850
750 N. St. Paul Street, Suite 850
Dallas, TX 75201
Dallas, TX 75201
Dallas, TX 75201
forM 10-K
FORM 10-K
FORM 10-K
A copy of the Annual Report on Form 10-K filed with the
A copy of the Annual Report on Form 10-K filed with the
A copy of the Annual Report on Form 10-K filed with the
Securities and Exchange Commission may be obtained
Securities and Exchange Commission may be obtained
Securities and Exchange Commission may be obtained
by stockholders without charge on written request to our
by stockholders without charge on written request to
by stockholders without charge on written request to
Corporate Secretary at Landmark Bancorp, Inc., 701 Poyntz
Michael E. Scheopner, President and Chief Executive Officer,
Michael E. Scheopner, President and Chief Executive Officer,
Avenue, Manhattan, Kansas 66502, or by accessing our
Landmark Bancorp, Inc., P.O. Box 308, Manhattan,
Landmark Bancorp, Inc., P.O. Box 308, Manhattan,
Kansas 66505-0308, or by accessing our website at
Kansas 66505-0308, or by accessing our website at
website at http://www.landmarkbancorpinc.com or the
http://www.landmarkbancorpinc.com or the SEC’s
http://www.landmarkbancorpinc.com or the SEC’s
SEC’s website at www.sec.gov.
website at www.sec.gov.
website at www.sec.gov.
MISSION STATEMENT
MISSION STATEMENT
We are dedicated to providing quality financial services to customers in
We are dedicated to providing quality financial services to customers in
a manner that exceeds customer expectations. These services will
a manner that exceeds customer expectations. These services will
be delivered by outgoing, professional, and knowledgeable
be delivered by outgoing, professional, and knowledgeable
associates that are focused on asking for the business and
associates that are focused on asking for the business and
establishing long-term banking relationships. These banking
establishing long-term banking relationships. These banking
relationships will have a foundation of personal service and
relationships will have a foundation of personal service and
quality products that are delivered in a convenient manner
quality products that are delivered in a convenient manner
that meet our customers’ needs at a fair and competitive price.
that meet our customers’ needs at a fair and competitive price.
OUR VISION
OUR VISION
Everyone starts as a customer and leaves as a friend.
Everyone starts as a customer and leaves as a friend.
7
SERVING COMMUNITIES ACROSS KANSAS
SERVING COMMUNITIES ACROSS KANSAS
LLaannddmmaarrkk NNaattiioonnaall BBaannkk,, aa BBaauueerr 55--SSttaarr rraatteedd bbaannkk,, hhaass tthhiirrttyy bbaannkkss iinn ttwweennttyy--ffoouurr
LLaannddmmaarrkk NNaattiioonnaall BBaannkk,, aa BBaauueerr 55--SSttaarr rraatteedd bbaannkk,, hhaass tthhiirrttyy bbaannkkss iinn ttwweennttyy--ffoouurr
KKaannssaass ccoommmmuunniittiieess.. IInn 22002244,, wwee ooppeenneedd aa llooaann pprroodduuccttiioonn ooffffiiccee iinn KKaannssaass CCiittyy,,
KKaannssaass ccoommmmuunniittiieess.. IInn 22002244,, wwee ooppeenneedd aa llooaann pprroodduuccttiioonn ooffffiiccee iinn KKaannssaass CCiittyy,,
MMiissssoouurrii.. WWee aarree ddeeddiiccaatteedd ttoo bbuuiillddiinngg mmeeaanniinnggffuull rreellaattiioonnsshhiippss wwiitthh oouurr ccuussttoommeerrss
MMiissssoouurrii.. WWee aarree ddeeddiiccaatteedd ttoo bbuuiillddiinngg mmeeaanniinnggffuull rreellaattiioonnsshhiippss wwiitthh oouurr ccuussttoommeerrss
pprroovviiddiinngg sseeccuurriittyy,, ccoonnvveenniieennccee aanndd eexxppeerrttiissee..
pprroovviiddiinngg sseeccuurriittyy,, ccoonnvveenniieennccee aanndd eexxppeerrttiissee..
MANHATTAN
MANHATTAN
701 Poyntz
701 Poyntz
3005 Anderson
3005 Anderson
AUBURN
AUBURN
1741 N. Washington
1741 N. Washington
DODGE CITY
DODGE CITY
Central & Spruce
Central & Spruce
2500 N. 14th
2500 N. 14th
FORT SCOTT
FORT SCOTT
200 S. Main
200 S. Main
US 69 HWY & 23rd St.
US 69 HWY & 23rd St.
GARDEN CITY
GARDEN CITY
1007 N. Main
1007 N. Main
GREAT BEND
GREAT BEND
1623 Main St.
1623 Main St.
5200 Broadway
5200 Broadway
HOISINGTON
HOISINGTON
623 N. Main
623 N. Main
IOLA
IOLA
1206 East St.
1206 East St.
JUNCTION CITY
JUNCTION CITY
208 S. Washington
208 S. Washington
KINCAID
KINCAID
102 N. Commercial
102 N. Commercial
LA CROSSE
LA CROSSE
808 Main
808 Main
LAWRENCE
LAWRENCE
2710 Iowa St.
2710 Iowa St.
4621 W. 6th St.
4621 W. 6th St.
LENEXA
LENEXA
7900 Quivira Rd.
7900 Quivira Rd.
PAOLA
PAOLA
1310 Baptiste Dr.
1310 Baptiste Dr.
LOUISBURG
LOUISBURG
100 W. Amity
100 W. Amity
PITTSBURG
PITTSBURG
2300 N. Broadway
2300 N. Broadway
MOUND CITY
MOUND CITY
402 S. Main
402 S. Main
PPRRAAIIRRIIEE VVIILLLLAAGGEE
PPRRAAIIRRIIEE VVIILLLLAAGGEE
3500 W. 75th St.
3500 W. 75th St.
OSAGE CITY
OSAGE CITY
102 S. Sixth
102 S. Sixth
OSAWATOMIE
OSAWATOMIE
600 Main
600 Main
OVERLAND PARK
OVERLAND PARK
8101 W. 135th St.
8101 W. 135th St.
6640 W. 143rd St.
6640 W. 143rd St.
TOPEKA
TOPEKA
6100 SW 21st St.
6100 SW 21st St.
6010 SW 6th Ave.
6010 SW 6th Ave.
WAMEGO
WAMEGO
530 Lincoln
530 Lincoln
WELLSVILLE
WELLSVILLE
112 W. Sixth
112 W. Sixth
www.banklandmark.com
www.banklandmark.com
8
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For fiscal year ended December 31, 2023
OR
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)
Delaware
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification Number)
43-1930755
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:
Common Stock, par value $0.01 per share
Securities registered pursuant to Section 12(g) of the Act: None
Trading Symbol(s) Name of each exchange on which registered:
Nasdaq Global Market
LARK
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes
No
Yes
No
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.
No
Yes
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 during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).
No
Yes
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
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.
Smaller reporting company
Non-accelerated filer
Accelerated filer
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of
the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.
7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements
of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of
incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant
to §240.10D-1(b).
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes
No
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, based
on the last sales price of $20.75 quoted on the Nasdaq Global Market on the last business day of the registrant’s most recently
completed second fiscal quarter, was approximately $81.3 million. On March 27, 2024, the total number of shares of common
stock outstanding was 5,468,867.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement for the Annual Meeting of Stockholders of the registrant to be held on May 22, 2024,
are incorporated by reference in Part III hereof, to the extent indicated herein.
9
LANDMARK BANCORP, INC.
2023 Form 10-K Annual Report
Table of Contents
ITEM 1.
BUSINESS ...........................................................................................................................
ITEM 1A.
RISK FACTORS ..................................................................................................................
ITEM 1B.
UNRESOLVED STAFF COMMENTS ...............................................................................
ITEM 1C.
CYBERSECURITY .............................................................................................................
ITEM 2.
PROPERTIES ......................................................................................................................
ITEM 3.
LEGAL PROCEEDINGS ....................................................................................................
ITEM 4.
MINE SAFETY DISCLOSURES ........................................................................................
ITEM 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES ................................
ITEM 6.
[RESERVED] …… .............................................................................................................
ITEM 7.
ITEM 7A.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS ............................................................
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK ..................................................................................................................
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA .....................................
ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE ..........................................................
ITEM 9A.
CONTROLS AND PROCEDURES ...................................................................................
ITEM 9B.
OTHER INFORMATION ....................................................................................................
ITEM 9C.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT
INSPECTIONS ....................................................................................................................
ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE ..............
ITEM 11.
EXECUTIVE COMPENSATION .......................................................................................
ITEM 12.
ITEM 13.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS .........................
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE ...........................................................................................
ITEM 14.
PRINCIPAL ACCOUNTANT FEES AND SERVICES .....................................................
ITEM 15.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES ...........................................
ITEM 16.
FORM 10-K SUMMARY ....................................................................................................
SIGNATURES
.............................................................................................................................................
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46
47
47
47
48
48
48
56
58
105
105
105
105
106
106
106
107
107
108
110
111
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ITEM 1. BUSINESS
The Company
PART I.
Landmark Bancorp, Inc. (the “Company”) is a financial holding company that was incorporated under the
laws of the State of Delaware in 2001. Currently, the Company’s business consists of the ownership of Landmark
National Bank (the “Bank”) and Landmark Risk Management, Inc., which are wholly-owned subsidiaries of the
Company. As of December 31, 2023, the Company had approximately $1.6 billion in consolidated total assets.
The Company is headquartered in Manhattan, Kansas, and has expanded its geographic presence through
opening new branches and acquisitions. In February 2024, the Bank opened a loan production office in Kansas City,
Missouri. On October 1, 2022, the Company completed its acquisition of Freedom Bancshares, Inc. (“Freedom”), the
holding company of Freedom Bank. Freedom Bank was founded in 2006 and operated out of a single location in
Overland Park, Kansas. As of September 30, 2022, Freedom Bank reported total assets of $202.0 million, gross loans
of $118.0 million, and total deposits of $150.4 million. The acquisition was accounted for as a business combination
under ASC 805.
The Bank has continued to focus on increasing its originations of commercial, commercial real estate and
agricultural loans, which management believes will be more profitable and provide more growth for the Bank than
traditional one-to-four family residential real estate lending. The Bank has grown its one-to-four family residential
loan portfolio over the past two years as higher interest rates increased consumer demand for variable rate loans, which
were retained in the Bank’s portfolio. Additionally, greater emphasis has been placed on diversification of the deposit
mix through the expansion of core deposit accounts such as checking, savings, and money market accounts. The Bank
has also diversified its geographical markets as a result of its acquisitions and branching opportunities. The Company’s
main office is in Manhattan, Kansas. The Company has 31 branch offices in 24 communities across the state of Kansas
and one loan production office in Kansas City, Missouri.
Landmark Risk Management, Inc., which was formed and began operations in 2017, is a Nevada-based
captive insurance company which provides property and casualty insurance coverage to the Company and the Bank
for which insurance may not be currently available or economically feasible in the current insurance marketplace.
Landmark Risk Management, Inc. is subject to the regulations of the State of Nevada and undergoes periodic
examinations by the Nevada Division of Insurance.
The results of operations of the Bank and the Company are dependent primarily upon net interest income
and, to a lesser extent, upon other income derived from sales of one-to-four family residential mortgage loans, loan
servicing fees and customer deposit services. Additional expenses of the Bank include general and administrative
expenses such as salaries, employee benefits, federal deposit insurance premiums, data processing, occupancy and
related expenses.
Deposits of the Bank are insured by the Deposit Insurance Fund (the “DIF”) of the Federal Deposit Insurance
Corporation (the “FDIC”) up to the maximum amount allowable under applicable federal laws and regulations. The
Bank is regulated by the Office of the Comptroller of the Currency (the “OCC”), as the chartering authority for national
banks, and the FDIC, as the administrator of the DIF. The Bank is also subject to regulation by the Board of Governors
of the Federal Reserve System (the “Federal Reserve”) with respect to reserves required to be maintained against
deposits and certain other matters. The Bank is a member of the Federal Reserve Bank of Kansas City and the Federal
Home Loan Bank (the “FHLB”) of Topeka.
The Company’s executive office and the Bank’s main office are located at 701 Poyntz Avenue, Manhattan,
Kansas 66502. The telephone number is (785) 565-2000.
Market Areas
The Bank’s primary deposit gathering and lending markets are geographically diversified throughout central,
eastern, southeast, and southwest Kansas. The primary industries within these respective markets are also diverse and
11
dependent upon a wide array of industry and governmental activity for their economic base. A brief description of the
four geographic areas and the communities which the Bank serves is set forth below.
Central region. The central region of the Bank’s market area consists of the Bank’s locations in Auburn,
Junction City, Manhattan, Osage City, Topeka and Wamego, Kansas and includes the counties of Riley, Geary, Osage,
Pottawatomie and Shawnee. The economies are significantly impacted by employment at Fort Riley Military Base in
Junction City and Kansas State University, the second largest university in Kansas, which is located in Manhattan.
Topeka is the capital of Kansas and strongly influenced by the government of the State of Kansas. Topeka and
Manhattan are regional destinations for retail shopping as well as home to regional hospitals. Manhattan was selected
as the site of a new National Bio and Agro-Defense Facility, which has had a significant impact on the regional
economy. Additionally, manufacturing and service industries play a key role within the central Kansas market.
Eastern region. The Bank’s eastern Kansas branches are located in the communities of Lawrence, Lenexa,
Louisburg, Osawatomie, Overland Park, Paola, Prairie Village and Wellsville, Kansas and Kansas City Missouri. The
Bank’s Lawrence locations are located in Douglas County and are significantly impacted by the University of Kansas,
the largest university in Kansas. The eastern region is strongly influenced by the Kansas City metropolitan market,
which is the highest growth area in the State of Kansas. The region is influenced by public and private industries and
businesses of all sizes. In addition, housing growth and commercial real estate are major drivers of the region’s
economy. The acquisition of Freedom bank in 2022 expanded the Bank’s presence in Overland Park and contributed
to the growth in loans and deposits. Panasonic Energy is currently constructing a new lithium-ion battery
manufacturing facility in De Soto, Kansas which is expected to begin production in March 2025. This new plant is
projected to have a significant impact on the regional economy in eastern Kansas.
Southeast region. The southeast region of the Bank’s market area consists of the Bank’s locations in Fort
Scott, Iola, Kincaid, Mound City and Pittsburg, Kansas. Agriculture, oil, and gas are the predominant industries in the
southeast Kansas region. Both Fort Scott and Pittsburg are recognized as regional commercial centers within the
southeast region of the state, which attracts small retail businesses to the region. Additionally, Pittsburg State
University and Fort Scott Community College attract a number of individuals from the surrounding area to live within
the communities to participate in educational programs and pursue a degree. Additionally, manufacturing and service
industries play a key role within the southeast Kansas market.
Southwest region. The Bank’s southwest Kansas branches are located in the communities of Dodge City,
Garden City, Great Bend, Hoisington and LaCrosse, Kansas. Agriculture, oil, and gas are the predominant industries
in the southwest Kansas region. Predominant activities involve crop production, feed lot operations, and food
processing. Dodge City is known as the “Cowboy Capital of the World” and maintains a significant tourism industry.
Both Dodge City and Garden City are recognized as regional commercial centers within the state with small
businesses, manufacturing, retail, and service industries having a significant influence upon the local economies.
Additionally, the Dodge City, Garden City and Great Bend communities each have a community college that attracts
individuals from the surrounding areas. Dodge City was selected as the site for a new state-of-the-art cheese and whey
processing plant. The manufacturing facility is expected to be completed in 2024 and projected to have a significant
impact on the regional economy.
Competition
The Company faces strong competition both in attracting deposits and making real estate, commercial and
other loans. Its most direct competition for deposits and loans comes from large national and regional banks, local
community banks, savings and loan associations, securities and brokerage companies, mortgage companies, insurance
companies, finance companies, money market mutual funds, credit unions, financial technology (fintech) companies
and other non-bank financial service providers located in its principal market areas, including many larger financial
institutions which have greater financial and marketing resources available to them. The ability of the Company to
attract and retain deposits generally depends on its ability to provide a rate of return, service levels, liquidity and risk
comparable to or better than those offered by competing investment opportunities. The Company competes for loans
principally through the interest rates and loan fees it charges and the efficiency and quality of services it provides
borrowers.
12
Human Capital Resources
Employees. At December 31, 2023, the Bank had a total of 280 employees (270 full time equivalent
employees). The Company has no employees, although the Company is a party to several employment agreements
with executives of the Bank. Employees are provided with a comprehensive benefits program, including basic and
major medical insurance, life and disability insurance, sick leave, and a 401(k) profit sharing plan. Employees are not
represented by any union or collective bargaining group, and the Bank considers its employee relations to be excellent.
Diversity, Equity and Inclusion. The Company believes that a diverse workforce is critical to achieving its
strategic goals. The Company strives to foster a strong and inclusive culture that is committed to delivering
extraordinary service to our clients and communities by meeting the financial needs of families and businesses across
Kansas.
Talent development and retention. The Company utilizes various processes to recruit employees with values
that align with the Company’s vision that Everyone Starts as a Customer and Leaves as a Friend. The long-term
success of the Company revolves around the ability to continue to develop and retain these employees.
Lending Activities
General. The Bank strives to provide a full range of financial products and services to small- and medium-
sized businesses and to consumers in each market area it serves. The Bank targets owner-operated businesses and
utilizes Small Business Administration (SBA) lending as a part of its product mix. The Bank has a loan committee for
each of its markets, which has authority to approve credits within established guidelines. Concentrations in excess of
those guidelines must be approved by either a corporate loan committee comprised of the Bank’s Chief Executive
Officer, the Chief Credit Officer, and other senior commercial lenders or the Bank’s board of directors. When lending
to an entity, the Bank generally obtains a guaranty from the principals of the entity. The loan mix is subject to the
discretion of the Bank’s board of directors and the demands of the local marketplace.
The following is a brief description of each major category of the Bank’s lending activity.
One-to-Four Family Residential Real Estate Lending. The Bank originates one-to-four family residential
real estate loans with both fixed and variable rates. One-to-four family residential real estate loans are typically priced
and originated following underwriting standards that are consistent with guidelines established by the major buyers in
the secondary market. Generally, residential real estate loans retained in the Bank’s loan portfolio have fixed or
variable rates with adjustment periods of seven years or less and amortization periods of typically either 15 or 30
years. A significant portion of these loans prepay prior to maturity. The Bank has no potential negative amortization
loans. While the origination of fixed-rate, one-to-four family residential loans continues to be a key component of our
business, the majority of these loans are sold in the secondary market. One-to-four family residential real estate loans
that exceed 80% of the appraised value of the real estate generally are required, by policy, to be supported by private
mortgage insurance, although on occasion the Bank will retain non-conforming residential loans to known customers
at premium pricing. The balances of one-to-four family residential real estate loans increased as of December 31, 2023
compared to December 31, 2022 primarily due to increasing mortgage rates, which increased demand for the Bank’s
variable rate loans. These loans are retained in portfolio and were the primary factor for the increase in balances during
2022 and 2023. While the Bank retains some of the new fixed rate mortgage loan originations, most of the new fixed
rate mortgage loans continue to be sold.
Construction and Land Lending. Loans in this category include loans to facilitate the development of both
residential and commercial real estate. Construction and land loans generally have terms of less than 18 months, and
the Bank will retain a security interest in the borrower’s real estate. Construction loans are generally limited, by policy,
to 80% of the appraised value of the property. Land loans are generally limited, by policy, to 65% of the appraised
value of the property. The origination of construction and land loans has not been a primary strategy of the Bank over
the past few years to reduce risk in the Bank’s loan portfolio. The balances of construction and land loans decreased
as of December 31, 2023 compared to December 31, 2022 primarily due to lower demand from the Bank’s loan
customers and lack of the Bank’s strategic focus for these types of loans.
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Commercial Real Estate Lending. Commercial real estate loans, including multi-family loans, generally
have amortization periods of 15 or 20 years. Commercial real estate and multi-family loans are generally limited, by
policy, to 80% of the appraised value of the property and are subject to strict underwriting guidelines. Commercial
real estate loans are also supported by an analysis demonstrating the borrower’s ability to repay. The Bank continues
to focus on generating additional commercial real estate loans, which are part of an overall banking relationship with
the customer, and does not focus on originating transactional type loans where the borrower does not have other
financial relationships with the Bank. This focus results in more owner-occupied commercial real estate loans that are
diversified by borrower type and geography. The Bank monitors the commercial real estate loan portfolio closely for
concentrations in loan types as well as the financial performance of the borrowers. Currently, the Bank has not
identified any negative trends related to the commercial real estate loan portfolio. The Bank’s loan growth over the
past few years has been driven in large part by commercial real estate loans.
Commercial Lending. Commercial loans include loans to service, retail, wholesale and light manufacturing
businesses. Commercial loans are made based on the financial strength and repayment ability of the borrower, as well
as the collateral securing the loans. The Bank targets owner-operated businesses as its customers and makes lending
decisions based upon a cash flow analysis of the borrower as well as a collateral analysis. Accounts receivable loans
and loans for inventory purchases are generally on a one-year renewable term, and loans for equipment generally have
a term of seven years or less. The Bank generally takes a blanket security interest in all assets of the borrower.
Equipment loans are generally limited to 75% of the cost or appraised value of the equipment. Inventory loans are
generally limited to 50% of the value of the inventory, and accounts receivable loans are generally limited to 75% of
a predetermined eligible base. The Bank continues to focus its organic growth on generating additional commercial
loan relationships, including SBA loans.
Agriculture Lending. Agricultural real estate loans generally have amortization periods of 20 years or less,
during which time the Bank generally retains a security interest in the borrower’s real estate. The Bank also provides
short-term credit for operating loans and intermediate-term loans for farm product, livestock and machinery purchases
and other agricultural improvements. Farm product loans generally have a one-year term, and machinery, equipment
and breeding livestock loans generally have five to seven year terms. Extension of credit is based upon the borrower’s
ability to repay, as well as the existence of federal guarantees and crop insurance coverage. These loans are generally
secured by a blanket lien on livestock, equipment, feed, hay, grain and growing crops. Equipment and breeding
livestock loans are generally limited to 75% of appraised value. The Bank continues to focus on generating additional
agriculture loan relationships in each of its market areas.
Municipal Lending. Loans to municipalities are generally related to equipment leasing or general fund loans.
Terms are generally limited to 5 years. Equipment leases are generally made for the purchase of municipal assets and
are secured by the leased asset. The Bank is generally not active in the origination of municipal loans and leases;
however, the Bank may originate loans or leases for municipalities in its market area.
Consumer and Other Lending. Loans classified as consumer and other loans include automobile, boat,
home improvement and home equity loans. With the exception of home improvement loans and home equity loans,
the Bank generally takes a purchase money security interest in collateral for which it provides the original financing.
Home improvement loans and home equity loans are principally secured through second mortgages. The terms of the
loans typically range from one to five years, depending upon the use of the proceeds, and generally range from 75%
to 90% of the value of the collateral. The majority of these loans are installment loans with fixed interest rates. Home
improvement and home equity loans are generally secured by a second mortgage on the borrower’s personal residence
and, when combined with the first mortgage, limited to 80% of the value of the property unless further protected by
private mortgage insurance. Home improvement loans are generally made for terms of five to seven years with fixed
interest rates. Home equity loans are generally made for terms of ten years on a revolving basis with adjustable monthly
interest rates tied to the national prime interest rate. While the Bank primarily provides consumer loans to its existing
customers, consumer lending is not a category the Bank targets for organic growth.
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Loan Origination and Processing
Loan originations are derived from a number of sources. Residential loan originations result from real estate
broker referrals, direct solicitation by the Bank’s loan officers, present depositors and borrowers, referrals from
builders and attorneys, walk-in customers and, in some instances, other lenders. Consumer and commercial real estate
loan originations generally emanate from many of the same sources.
Residential loan applications are underwritten and closed based upon standards which generally meet
secondary market guidelines. The loan underwriting procedures followed by the Bank conform to regulatory
specifications and are designed to assess both the borrower’s ability to make principal and interest payments and the
value of any assets or property serving as collateral for the loan. Generally, as part of the process, a loan officer meets
with each applicant to obtain the appropriate employment and financial information as well as any other required loan
information. The Bank then obtains reports with respect to the borrower’s credit record, and on real estate loans, orders
and reviews an appraisal of any collateral for the loan (prepared for the Bank by an independent appraiser).
Loan applicants are notified promptly of the decision of the Bank. Prior to closing any long-term loan, the
borrower must provide proof of fire and casualty insurance on the property serving as collateral, and such insurance
must be maintained during the full term of the loan. Title insurance is required on loans collateralized by real property.
The Bank is focusing on the generation of commercial, commercial real estate and agriculture loans to grow
and diversify the loan portfolio. Total gross loans increased during 2023 as a result of the origination of variable rate
mortgage loans and loan growth in commercial real estate, commercial and agriculture loans. The Bank was able to
generate loan growth across the geographic markets that it serves, primarily in commercial, commercial real estate
and one-to-four residential real estate loans.
Deposits
The Bank has a diversified deposit base. The deposit base consists of retail, commercial and public fund
customers located in the markets in which the Bank operates. The Bank provides a diverse financial suite of products
to its deposit customers and seeks to be the primary financial service provider for these customers. The Bank considers
these deposit relationships to be its core deposit base. If the Bank requires funding that exceeds these customers’
deposit balances, non-core or brokered deposits may be utilized. The balance of these non-core or brokered deposits
at December 31, 2023 was $83.2 million, or 6.3% of total deposits compared to $10.3 million, or 0.8% of total deposits
at December 31,2022.
In order for the Bank to attract and retain stable deposit relationships, the Bank offers business cash
management solution services to help local companies better manage their cash flow. The Bank also offers Insured
Cash Sweep (ICS) and Certificate of Deposit Account Registry Service (CDARS) to provide customers with FDIC
insurance coverage for deposit balances that exceed the insurance limit of $250,000. The ICS accounts are integrated
with the Bank’s core processor so transfers can be automated for the Bank’s customers. The expertise and experience
of the Bank’s management coupled with the latest technology accessed through third party providers enables the Bank
to maximize the growth of business-related deposits.
As for consumers, deposit growth is driven by a variety of factors including, but not limited to, population
growth, bank and non-bank competition, local bank mergers and consolidations, increases in household income,
interest rates, accessibility of location and the sales efforts of Bank personnel. Time deposits can be attracted and
increased by paying an interest rate higher than that offered by competitors, but are the costliest type of deposit. The
most profitable type of deposits are non-interest bearing demand (checking) accounts, which can be attracted by
offering free checking. However, both high interest rates and free checking accounts generate certain expenses for a
bank and the desire to increase deposits must be balanced with the need to be profitable and the extent of banking
relationships with the customers. The deposit services of the Bank are generally comprised of demand deposits,
savings deposits, money market deposits, time deposits and individual retirement accounts.
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Supervision and Regulation
General
FDIC-insured institutions, like the Bank, their holding companies and their affiliates are extensively
regulated under federal law. As a result, our growth and earnings performance may be affected not only by
management decisions and general economic conditions, but also by the requirements of applicable statutes and by
the regulations and policies of various bank regulatory agencies, including our primary regulator, the Federal Reserve,
and the Bank’s primary regulator, the OCC, as well as the FDIC, as the insurer of our deposits, and the Consumer
Financial Protection Bureau (“CFPB”), as the regulator of consumer financial services and their providers.
Furthermore, taxation laws administered by the Internal Revenue Service and state taxing authorities, accounting rules
developed by the Financial Accounting Standards Board (“FASB”), securities laws administered by the Securities and
Exchange Commission (“SEC”) and state securities authorities, and anti-money laundering laws enforced by the U.S.
Department of the Treasury (“Treasury”) have an impact on our business. The effect of these statutes, regulations,
regulatory policies and accounting rules are significant to our operations and results.
Federal and state banking laws impose a comprehensive system of supervision, regulation and enforcement
on the operations of FDIC-insured institutions, their holding companies and affiliates that is intended primarily for the
protection of the FDIC-insured deposits and depositors of banks, rather than shareholders. These laws, and the
regulations of the bank regulatory agencies issued under them, affect, among other things, the scope of our business,
the kinds and amounts of investments we may make, required capital levels relative to assets, the nature and amount
of collateral for loans, the establishment of branches, our ability to merge, consolidate and acquire, dealings with the
Company’s and the Bank’s insiders and affiliates and our payment of dividends. In reaction to the global financial
crisis and particularly following passage of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the
“Dodd-Frank Act”), we experienced heightened regulatory requirements and scrutiny. Although the reforms primarily
targeted systemically significant financial service providers, their influence filtered down in varying degrees to
community banks over time and caused our compliance and risk management processes, and the costs thereof, to
increase. The Economic Growth, Regulatory Relief and Consumer Protection Act of 2018 (“Regulatory Relief Act”)
eliminated questions about the applicability of certain Dodd-Frank Act reforms to community bank systems, including
relieving us of any requirement to engage in mandatory stress tests, maintain a risk committee or comply with the
Volcker Rule’s complicated prohibitions on proprietary trading and ownership of private funds. These reforms have
been favorable to our operations.
The supervisory framework for U.S. banking organizations subjects banks and bank holding companies to
regular examination by their respective regulatory agencies, which results in examination reports and ratings that are
not publicly available and that can impact the conduct and growth of their business. These examinations consider not
only compliance with applicable laws and regulations, but also capital levels, asset quality and risk, management
ability and performance, earnings, liquidity, and various other factors. The regulatory agencies generally have broad
discretion to impose restrictions and limitations on the operations of a regulated entity where the agencies determine,
among other things, that such operations are unsafe or unsound, fail to comply with applicable law or are otherwise
inconsistent with laws and regulations.
The following is a summary of the material elements of the supervisory and regulatory framework applicable
to the Company and the Bank. It does not describe all of the statutes, regulations and regulatory policies that apply,
nor does it restate all of the requirements of those that are described. The descriptions are qualified in their entirety by
reference to the particular statutory and regulatory provision.
The Role of Capital
Regulatory capital represents the net assets of a banking organization available to absorb losses. Because of
the risks attendant to their business, FDIC-insured institutions are generally required to hold more capital than other
businesses, which directly affects our earnings capabilities. Although capital has historically been one of the key
measures of the financial health of both bank holding companies and banks, its role became fundamentally more
important in the wake of the global financial crisis, as the banking regulators recognized that the amount and quality
of capital held by banks prior to the crisis was insufficient to absorb losses during periods of severe stress.
Capital Levels. Banks have been required to hold minimum levels of capital based on guidelines established
by the bank regulatory agencies since 1983. The minimums have been expressed in terms of ratios of “capital” divided
by “total assets". The capital guidelines for U.S. banks beginning in 1989 have been based upon international capital
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accords (known as “Basel” rules) adopted by the Basel Committee on Banking Supervision, a committee of central
banks and bank supervisors that acts as the primary global standard-setter for prudential regulation, as implemented
by the U.S. bank regulatory agencies on an interagency basis. The accords recognized that bank assets for the purpose
of the capital ratio calculations needed to be risk weighted (the theory being that riskier assets should require more
capital) and that off-balance sheet exposures needed to be factored in the calculations. Following the global financial
crisis, the Group of Governors and Heads of Supervision, the oversight body of the Basel Committee on Banking
Supervision, announced agreement on a strengthened set of capital requirements for banking organizations around the
world, known as Basel III, to address deficiencies recognized in connection with the global financial crisis.
The Basel III Rule. The Unites States bank regulatory agencies adopted the Basel III regulatory capital
reforms, and, at the same time, effected changes required by the Dodd-Frank Act, in regulations that were effective
(with certain phase-ins) in 2015. Basel III, or the “Basel III Rule”, established capital standards for banks and bank
holding companies that are meaningfully more stringent than those in place previously: it increased the required
quantity and quality of capital; and it required a more complex, detailed and calibrated assessment of risk in the
calculation of risk weightings. The Basel III Rule is applicable to all banking organizations that are subject to minimum
capital requirements, including federal and state banks and savings and loan associations, as well as to holding
companies, other than “small bank holding companies” (generally certain holding companies with consolidated assets
of less than $3 billion, which includes us) and certain qualifying banking organizations that may elect a simplified
framework (which we have not done). Thus, only the Bank is currently subject to the Basel III Rule as described
below.
Not only did the Basel III Rule increase most of the required minimum capital ratios in effect prior to January
1, 2015, but, in requiring that forms of capital be of higher quality to absorb loss, it introduced the concept of Common
Equity Tier 1 Capital, which consists primarily of common stock, related surplus (net of Treasury stock), retained
earnings, and Common Equity Tier 1 minority interests subject to certain regulatory adjustments. The Basel III Rule
also changed the definition of capital by establishing more stringent criteria that instruments must meet to be
considered Additional Tier 1 Capital (primarily non-cumulative perpetual preferred stock that meets certain
requirements) and Tier 2 Capital (primarily other types of preferred stock and subordinated debt, subject to
limitations). The Basel III Rule also constrained the inclusion of minority interests, mortgage-servicing assets, and
deferred tax assets in capital and required deductions from Common Equity Tier 1 Capital in the event that such assets
exceeded a percentage of a banking institution’s Common Equity Tier 1 Capital.
The Basel III Rule required minimum capital ratios as of January 1, 2015, as follows:
• A ratio of Common Equity Tier 1 Capital equal to 4.5% of risk-weighted assets;
• A ratio of Tier 1 Capital equal to 6% of risk-weighted assets;
• A continuation of the minimum required amount of Total Capital (Tier 1 plus Tier 2) at 8% of risk-
weighted assets; and
• A leverage ratio of Tier 1 Capital to total quarterly average assets equal to 4% in all circumstances.
In addition, institutions that wish to make capital distributions (including for dividends and repurchases of
stock) and pay discretionary bonuses to executive officers without restriction must also maintain 2.5% in Common
Equity Tier 1 Capital attributable to a capital conservation buffer. The purpose of the conservation buffer is to ensure
that banking institutions maintain a buffer of capital that can be used to absorb losses during periods of financial and
economic stress. Factoring in the conservation buffer increases the minimum ratios depicted above to 7% for Common
Equity Tier 1 Capital, 8.5% for Tier 1 Capital and 10.5% for Total Capital.
Well-Capitalized Requirements. The ratios described above are minimum standards in order for banking
organizations to be considered “adequately capitalized.” Bank regulatory agencies uniformly encourage banks to hold
more capital and be “well-capitalized” and, to that end, federal law and regulations provide various incentives for
banking organizations to maintain regulatory capital at levels in excess of minimum regulatory requirements. For
example, a banking organization that is well-capitalized may: (i) qualify for exemptions from prior notice or
application requirements otherwise applicable to certain types of activities; (ii) qualify for expedited processing of
other required notices or applications; and (iii) accept, roll-over or renew brokered deposits. Higher capital levels
could also be required if warranted by the particular circumstances or risk profiles of individual banking organizations.
For example, the Federal Reserve’s capital guidelines contemplate that additional capital may be required to take
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adequate account of, among other things, interest rate risk, or the risks posed by concentrations of credit, nontraditional
activities or securities trading activities. Further, any banking organization experiencing or anticipating significant
growth would be expected to maintain capital ratios, including tangible capital positions (i.e., Tier 1 Capital less all
intangible assets), well above the minimum levels.
Under the capital regulations of the OCC for the Bank, in order to be well-capitalized, we must maintain:
• A Common Equity Tier 1 Capital ratio to risk-weighted assets of 6.5% or more;
• A ratio of Tier 1 Capital to total risk-weighted assets of 8% or more;
• A ratio of Total Capital to total risk-weighted assets of 10% or more; and
• A leverage ratio of Tier 1 Capital to total adjusted average quarterly assets of 5% or greater.
It is possible under the Basel III Rule to be well-capitalized while remaining out of compliance with the
capital conservation buffer discussed above.
As of December 31, 2023: (i) the Bank was not subject to a directive from the OCC to increase its capital
and (ii) the Bank was well-capitalized, as defined by OCC regulations.
Prompt Corrective Action. The concept of being “well-capitalized” is part of a regulatory regime that
provides the federal banking regulators with broad power to take “prompt corrective action” to resolve the problems
of undercapitalized institutions based on the capital level of each particular institution. The extent of the regulators’
powers depends on whether the institution in question is “adequately capitalized,” “undercapitalized,” “significantly
undercapitalized” or “critically undercapitalized,” in each case as defined by regulation. Depending upon the capital
category to which an institution is assigned, the regulators’ corrective powers include: (i) requiring the institution to
submit a capital restoration plan; (ii) limiting the institution’s asset growth and restricting its activities; (iii) requiring
the institution to issue additional capital stock (including additional voting stock) or to sell itself; (iv) restricting
transactions between the institution and its affiliates; (v) restricting the interest rate that the institution may pay on
deposits; (vi) ordering a new election of directors of the institution; (vii) requiring that senior executive officers or
directors be dismissed; (viii) prohibiting the institution from accepting deposits from correspondent banks; (ix)
requiring the institution to divest certain subsidiaries; (x) prohibiting the payment of principal or interest on
subordinated debt; and (xi) ultimately, appointing a receiver for the institution.
Community Bank Capital Simplification. Community banks have long raised concerns with bank regulators
about the regulatory burden, complexity, and costs associated with certain provisions of the Basel III Rule. In
response, Congress provided an “off-ramp” for institutions, like us, with total consolidated assets of less than $10
billion. Section 201 of the Regulatory Relief Act instructed the federal banking regulators to establish a single
“Community Bank Leverage Ratio” (“CBLR”) of between 8 and 10%. Under the final rule, a community banking
organization is eligible to elect the new framework if it has: less than $10 billion in total consolidated assets, limited
amounts of certain assets and off-balance sheet exposures, and a CBLR greater than 9%. We may elect the CBLR
framework at any time but have not currently determined to do so.
Supervision and Regulation of the Company
General. The Company, as the sole shareholder of the Bank, is a bank holding company. As a bank holding
company, we are registered with, and subject to regulation, supervision and enforcement by, the Federal Reserve under
the Bank Holding Company Act of 1956, as amended (the “BHCA”). We are legally obligated to act as a source of
financial and managerial strength to the Bank and to commit resources to support the Bank in circumstances where
we might not otherwise do so. Under the BHCA, we are subject to periodic examination by the Federal Reserve and
is required to file with the Federal Reserve periodic reports of our operations and such additional information regarding
the Company and the Bank as the Federal Reserve may require.
Acquisitions and Activities. The primary purpose of a bank holding company is to control and manage banks.
The BHCA generally requires the prior approval of the Federal Reserve for any merger involving a bank holding
company or any acquisition by a bank holding company of another bank or bank holding company. Subject to certain
conditions (including deposit concentration limits established by the BHCA), the Federal Reserve may allow a bank
holding company to acquire banks located in any state of the United States. In approving interstate acquisitions, the
Federal Reserve is required to give effect to applicable state law limitations on the aggregate amount of deposits that
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may be held by the acquiring bank holding company and its FDIC-insured institution affiliates in the state in which
the target bank is located (provided that those limits do not discriminate against out-of-state institutions or their holding
companies) and state laws that require that the target bank have been in existence for a minimum period of time (not
to exceed five years) before being acquired by an out-of-state bank holding company. Furthermore, in accordance
with the Dodd-Frank Act, bank holding companies must be well-capitalized and well-managed in order to effect
interstate mergers or acquisitions. For a discussion of the capital requirements, see “The Role of Capital” above.
The BHCA generally prohibits the Company from acquiring direct or indirect ownership or control of more
than 5% of the voting shares of any company that is not a bank and from engaging in any business other than that of
banking, managing and controlling banks or furnishing services to banks and their subsidiaries. This general
prohibition is subject to a number of exceptions. The principal exception allows bank holding companies to engage
in, and to own shares of companies engaged in, certain businesses found by the Federal Reserve prior to November
11, 1999 to be “so closely related to banking ... as to be a proper incident thereto.” This authority would permit the
Company to engage in a variety of banking-related businesses, including the ownership and operation of a savings
association, or any entity engaged in consumer finance, equipment leasing, the operation of a computer service bureau
(including software development) and mortgage banking and brokerage services. The BHCA does not place territorial
restrictions on the domestic activities of nonbank subsidiaries of bank holding companies.
Additionally, bank holding companies that meet certain eligibility requirements prescribed by the BHCA and
elect to operate as financial holding companies may engage in, or own shares in companies engaged in, a wider range
of nonbanking activities, including securities and insurance underwriting and sales, merchant banking and any other
activity that the Federal Reserve, in consultation with the Secretary of the Treasury, determines by regulation or order
is financial in nature or incidental to any such financial activity or that the Federal Reserve determines by order to be
complementary to any such financial activity, as long as the activity does not pose a substantial risk to the safety or
soundness of FDIC-insured institutions or the financial system generally. We elected to operate as a financial holding
company in May, 2017. In order to maintain our status as a financial holding company, both the Company and the
Bank must be well-capitalized, well-managed, and the Bank must have at least a satisfactory CRA rating. If the Federal
Reserve determines that either we or the Bank is not well-capitalized or well-managed, the Federal Reserve will
provide a period of time in which to achieve compliance, but during the period of noncompliance, the Federal Reserve
may place any limitations on us that it deems appropriate. Furthermore, if non-compliance is based on the failure of
the Bank to achieve a satisfactory CRA rating, we would not be able to commence any new financial activities or
acquire a company that engages in such activities.
Change in Control. Federal law prohibits any person or company from acquiring “control” of an FDIC-
insured depository institution or its holding company without prior notice to the appropriate federal bank regulator.
“Control” is conclusively presumed to exist upon the acquisition of 25% or more of the outstanding voting securities
of a bank or bank holding company, but may arise under certain circumstances between 10% and 24.99% ownership.
Capital Requirements. Because we are a small bank holding company, we are not required to file
consolidated financial reports with the Bank. For a discussion of capital requirements generally, see “—the “Role of
Capital” above.
Dividend Payments. Our ability to pay dividends to shareholders may be affected by both general corporate
law considerations and policies of the Federal Reserve applicable to bank holding companies. As a Delaware
corporation, we are subject to the limitations of the Delaware General Corporation Law (the “DGCL”). The DGCL
allows us to pay dividends only out of its surplus (as defined and computed in accordance with the provisions of the
DGCL) or if we have no such surplus, out of its net profits for the fiscal year in which the dividend is declared and/or
the preceding fiscal year.
As a general matter, the Federal Reserve has indicated that the board of directors of a bank holding company
should eliminate, defer or significantly reduce dividends to shareholders if: (i) the company’s net income available to
shareholders for the past four quarters, net of dividends previously paid during that period, is not sufficient to fully
fund the dividends; (ii) the prospective rate of earnings retention is inconsistent with the company’s capital needs and
overall current and prospective financial condition; or (iii) the company will not meet, or is in danger of not meeting,
its minimum regulatory capital adequacy ratios. The Federal Reserve also possesses enforcement powers over bank
holding companies and their nonbank subsidiaries to prevent or remedy actions that represent unsafe or unsound
practices or violations of applicable statutes and regulations. Among these powers is the ability to proscribe the
payment of dividends by banks and bank holding companies. In addition, under the Basel III Rule, institutions that
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wish to pay dividends have to maintain 2.5% in Common Equity Tier 1 Capital attributable to the capital conservation
buffer. See “—The Role of Capital” above.
Monetary Policy. The monetary policy of the Federal Reserve has a significant effect on the operating results
of financial or bank holding companies and their subsidiaries, and this is evidenced in its reaction to the COVID-19
pandemic. Among the tools available to the Federal Reserve to affect the money supply are open market transactions
in U.S. government securities and changes in the discount rate on bank borrowings. These means are used in varying
combinations to influence overall growth and distribution of bank loans, investments and deposits, and their use may
affect interest rates charged on loans or paid on deposits.
Federal Securities Regulation. Our common stock will be registered with the SEC under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”) as a result of the offering. Consequently, we will be subject
to the information, proxy solicitation, insider trading and other restrictions and requirements of the SEC under the
Exchange Act.
Corporate Governance. The Dodd-Frank Act addressed many investor protection, corporate governance and
executive compensation matters that will affect most U.S. publicly traded companies. It increased stockholder
influence over boards of directors by requiring companies to give stockholders a nonbinding vote on executive
compensation and so-called “golden parachute” payments, and authorizing the SEC to promulgate rules that would
allow stockholders to nominate and solicit voters for their own candidates using a company’s proxy materials. The
legislation also directed the Federal Reserve to promulgate rules prohibiting excessive compensation paid to
executives of bank holding companies, regardless of whether such companies are publicly traded.
Supervision and Regulation of the Bank
General. The Bank is a national bank, chartered by the OCC under the National Bank Act. The deposit
accounts of the Bank are insured by the DIF to the maximum extent provided under federal law and FDIC regulations,
currently $250,000 per insured depositor category, and the Bank is a member of the Federal Reserve System. As a
national bank, the Bank is subject to the examination, supervision, reporting and enforcement requirements of the
OCC, the chartering authority for national banks. The Bank is subject to that authority and is examined by the OCC.
The FDIC, as administrator of the DIF, also has regulatory authority over the Bank.
Deposit Insurance. As an FDIC-insured institution, the Bank is required to pay deposit insurance premium
assessments to the FDIC. The FDIC has adopted a risk-based assessment system whereby FDIC-insured institutions
pay insurance premiums at rates based on their risk classification. For institutions like the Bank that are not
considered large and highly complex banking organizations, assessments are now based on examination ratings and
financial ratios. The total base assessment rates currently range from 2.5 basis points to 32 basis points. At least semi-
annually, the FDIC updates its loss and income projections for the DIF and, if needed, increases or decreases the
assessment rates, following notice and comment on proposed rulemaking.
At least semi-annually, the FDIC updates its loss and income projections for the DIF and, if needed, increases
or decreases the assessment rates, following notice and comment on proposed rulemaking. For this purpose, the reserve
ratio is the DIF balance divided by estimated insured deposits. In response to the global financial crisis, the Dodd-
Frank Act increased the minimum reserve ratio from 1.15% to 1.35% of the estimated amount of total insured
deposits. In the semiannual update in June 2022, the FDIC projected that the reserve ratio was at risk of not reaching
the statutory minimum of 1.35 % by September 30, 2028, the statutory deadline. Based on this update, the FDIC
approved an increase in initial base deposit insurance assessment rate schedules by two basis points, applicable to all
insured depository institutions. The increase was effective on January 1, 2023, applicable to the first quarterly
assessment period of the 2023 assessment (January 1 through March 31, 2023).
In addition, because the total cost of the failures of Silicon Valley Bank and Signature Bank was
approximately $16.3 billion, the FDIC adopted a special assessment for banks having deposits above $5 billion, at an
annual rate of 13.4 basis points beginning with the first quarterly assessment period of 2024 (January 1 through March
31, 2024) with an invoice payment date of June 28, 2024, and will continue to collect special assessments for an
anticipated total of eight quarterly assessment periods. The base for the special assessment is equal to an insured
depository institution’s estimated uninsured deposits for the December 31, 2022 reporting period, adjusted to exclude
the first $5 billion in estimated uninsured deposits. Because the Bank’s uninsured deposits at December 31, 2023 were
less than $5 billion, this special assessment does not apply.
20
Supervisory Assessments. National banks are required to pay supervisory assessments to the OCC to fund
the operations of the OCC. The amount of the assessment is calculated using a formula that considers the bank’s size
and its supervisory condition. During the year ended December 31, 2023, the Bank paid supervisory assessments to
the OCC totaling $201,000.
Capital Requirements. Banks are generally required to maintain capital levels in excess of other businesses.
For a discussion of capital requirements, see “—The Role of Capital” above.
Liquidity Requirements. Liquidity is a measure of the ability and ease with which bank assets may be
converted to meet financial obligations such as deposits or other funding sources. Banks are required to implement
liquidity risk management frameworks that ensure they maintain sufficient liquidity, including a cushion of
unencumbered, high quality liquid assets, to withstand a range of stress events. The level and speed of deposit outflows
contributing to the failures of Silicon Valley Bank, Signature Bank and First Republic Bank in the first half of 2023
was unprecedented and contributed to acute liquidity and funding strain. These events have further underscored the
importance of liquidity risk management and contingency funding planning by insured depository institutions like the
Bank.
The primary role of liquidity risk management is to: (i) prospectively assess the need for funds to meet
financial obligations; and (ii) ensure the availability of cash or collateral to fulfill those needs at the appropriate time
by coordinating the various sources of funds available to the institution under normal and stressed conditions. Basel
III includes a liquidity framework that requires the largest insured institutions to measure their liquidity against
specific liquidity tests. One test, referred to as the Liquidity Coverage Ratio, or LCR, is designed to ensure that the
banking entity has an adequate stock of unencumbered high-quality liquid assets that can be converted easily and
immediately in private markets into cash to meet liquidity needs for a 30-calendar day liquidity stress scenario. The
other test, known as the Net Stable Funding Ratio, or NSFR, is designed to promote more medium- and long-term
funding of the assets and activities of FDIC-insured institutions over a one-year horizon. These tests provide an
incentive for banks and holding companies to increase their holdings in Treasury securities and other sovereign debt
as a component of assets, increase the use of long-term debt as a funding source and rely on stable funding like core
deposits (in lieu of brokered deposits). Although these tests do not, and will not, apply to the Bank, we continue to
review our liquidity risk management policies in light of regulatory requirements and industry developments.
Dividend Payments. The primary source of funds for the Company is dividends from the Bank. Under the
National Bank Act, a national bank may pay dividends out of its undivided profits in such amounts and at such times
as the bank’s board of directors deems prudent. Without prior OCC approval, however, a national bank may not pay
dividends in any calendar year that, in the aggregate, exceed the bank’s year-to-date net income plus the bank’s
retained net income for the two preceding years. The payment of dividends by any FDIC-insured institution is affected
by the requirement to maintain adequate capital pursuant to applicable capital adequacy guidelines and regulations,
and an FDIC-insured institution generally is prohibited from paying any dividends if, following payment thereof, the
institution would be undercapitalized. As described above, the Bank exceeded its capital requirements under
applicable guidelines as of December 31, 2023. Notwithstanding the availability of funds for dividends, however, the
OCC may prohibit the payment of dividends by the Bank if it determines such payment would constitute an unsafe or
unsound practice. In addition, under the Basel III Rule, institutions that wish to pay dividends have to maintain 2.5%
in Common Equity Tier 1 Capital attributable to the capital conservation buffer. See “—The Role of Capital” above.
Insider Transactions. The Bank is subject to certain restrictions imposed by federal law on “covered
transactions” between the Bank and its “affiliates.” The Company is an affiliate of the Bank for purposes of these
restrictions, and covered transactions subject to the restrictions include extensions of credit to the Company,
investments in the stock or other securities of the Company and the acceptance of the stock or other securities of the
Company as collateral for loans made by the Bank. The Dodd-Frank Act enhanced the requirements for certain
transactions with affiliates, including an expansion of the definition of “covered transactions” and an increase in the
amount of time for which collateral requirements regarding covered transactions must be maintained.
Certain limitations and reporting requirements are also placed on extensions of credit by the Bank to its
directors and officers, to directors and officers of the Company and its subsidiaries, to principal shareholders of the
Company and to “related interests” of such directors, officers and principal shareholders. In addition, federal law and
regulations may affect the terms on which any person who is a director or officer of the Company or the Bank, or a
principal shareholder of the Company, may obtain credit from banks with which the Bank maintains a correspondent
relationship.
21
Safety and Soundness Standards/Risk Management. FDIC-insured institutions are expected to operate in
a safe and sound manner. The federal banking agencies have adopted operational and managerial standards to promote
the safety and soundness of such institutions that address internal controls, information systems, internal audit systems,
loan documentation, credit underwriting, interest rate exposure, asset growth, compensation, fees and benefits, asset
quality and earnings.
In general, the safety and soundness standards prescribe the goals to be achieved in each area, and each
institution is responsible for establishing its own procedures to achieve those goals. If an institution fails to operate in
a safe and sound manner, the FDIC-insured institution’s primary federal regulator may require the institution to submit
a plan for achieving and maintaining compliance. If an FDIC-insured institution fails to submit an acceptable
compliance plan, or fails in any material respect to implement a compliance plan that has been accepted by its primary
federal regulator, the regulator is required to issue an order directing the institution to cure the deficiency. Until the
deficiency cited in the regulator’s order is cured, the regulator may restrict the FDIC-insured institution’s rate of
growth, require the FDIC-insured institution to increase its capital, restrict the rates that the institution pays on deposits
or require the institution to take any action that the regulator deems appropriate under the circumstances. Operating in
an unsafe or unsound manner will also constitute grounds for other enforcement action by the federal bank regulatory
agencies, including cease and desist orders and civil money penalty assessments.
During the past decade, the bank regulatory agencies have increasingly emphasized the importance of sound
risk management processes and strong internal controls when evaluating the activities of the FDIC-insured institutions
they supervise. Properly managing risk has been identified as critical to the conduct of safe and sound banking
activities and has become even more important as new technologies, product innovation, and the size and speed of
financial transactions have changed the nature of banking markets. The agencies have identified a spectrum of risks
facing a banking institution including, but not limited to, credit, market, liquidity, operational, legal and reputational
risk. The key risk themes identified for 2024 are discussed under “—Risk Factors.” The Bank is expected to have
active board and senior management oversight; adequate policies, procedures and limits; adequate risk measurement,
monitoring and management information systems; and comprehensive internal controls.
Privacy and Cybersecurity. The Bank is subject to many U.S. federal and state laws and regulations
governing requirements for maintaining policies and procedures to protect non-public confidential information of their
customers. These laws require the Bank to periodically disclose its privacy policies and practices relating to sharing
such information and permit consumers to opt out of their ability to share information with unaffiliated third parties
under certain circumstances. They also impact the Bank’s ability to share certain information with affiliates and non-
affiliates for marketing and/or non-marketing purposes, or to contact customers with marketing offers. In addition, as
a part of its operational risk mitigation, the Bank is required to implement a comprehensive information security
program that includes administrative, technical, and physical safeguards to ensure the security and confidentiality of
customer records and information and to require the same of its service providers. These security and privacy policies
and procedures are in effect across all business lines and geographic locations.
Risks and exposures related to cybersecurity require financial institutions to design multiple layers of security
controls to establish lines of defense and to ensure that their risk management processes also address the risk posed
by compromised customer credentials, including security measures to reliably authenticate customers accessing
internet-based services of the financial institution. Bank management is expected to maintain sufficient business
continuity planning processes to ensure the rapid recovery, resumption and maintenance of the institution's operations
after a cyber-attack involving destructive malware.
Branching Authority. National banks headquartered in Kansas, such as the Bank, have the same branching
rights in Kansas as banks chartered under Kansas law, subject to OCC approval. Kansas law grants Kansas-chartered
banks the authority to establish branches anywhere in the State of Kansas, subject to receipt of all required regulatory
approvals. The Dodd-Frank Act permits well-capitalized and well-managed banks to establish new branches across
state lines without legal impediments. However, while Federal law permits state and national banks to merge with
banks in other states, such mergers are subject to: (i) regulatory approval; (ii) federal and state deposit concentration
limits; and (iii) state law limitations requiring the merging bank to have been in existence for a minimum period of
time (not to exceed five years) prior to the merger.
22
Financial Subsidiaries. Under federal law and OCC regulations, national banks are authorized to engage,
through “financial subsidiaries,” in any activity that is permissible for a financial holding company and any activity
that the Secretary of the Treasury, in consultation with the Federal Reserve, determines is financial in nature or
incidental to any such financial activity, except (i) insurance underwriting, (ii) real estate development or real estate
investment activities (unless otherwise permitted by law), (iii) insurance company portfolio investments and (iv)
merchant banking. The authority of a national bank to invest in a financial subsidiary is subject to a number of
conditions, including, among other things, requirements that the bank must be well-managed and well-capitalized
(after deducting from capital the bank’s outstanding investments in financial subsidiaries). The Bank has not applied
for approval to establish any financial subsidiaries.
Community Reinvestment Act Requirements. The CRA requires the Bank to have a continuing and
affirmative obligation in a safe and sound manner to help meet the credit needs of its entire community, including
low- and moderate-income neighborhoods. Federal regulators regularly assess the Bank’s record of meeting the credit
needs of its communities. Applications for additional acquisitions would be affected by the evaluation of the Bank’s
effectiveness in meeting its CRA obligations.
On October 24, 2023, the bank regulatory agencies issued a final rule to strengthen and modernize the CRA
regulations (the CRA Rule), some of which is effective on April 1, 2024. The CRA Rule is designed to update how
CRA activities qualify for consideration, where CRA activities are considered, and how CRA activities are evaluated.
More specifically, the bank regulatory agencies described the goals of the CRA Rule as follows: (i) to expand access
to credit, investment, and basic banking services in low and moderate income communities; (ii) to adapt to changes in
the banking industry, including mobile and internet banking by modernizing assessment areas while maintaining a
focus on branch based areas; (iii) to provide greater clarity, consistency, and transparency in the application of the
regulations through the use of standardized metrics as part of CRA evaluation and clarifying eligible CRA activities
focused on low and moderate income communities and underserved rural communities; (iv) to tailor CRA rules and
data collection to bank size and business model; and (v) to maintain a unified approach among the regulators.
Management of the Bank is assessing the impact of the CRA Rule on its CRA lending and investment activities in its
markets.
Anti-Money Laundering. The Bank Secrecy Act (BSA) is the common name for a series of laws and
regulations enacted in the United States to combat money laundering and the financing of terrorism. They are designed
to deny terrorists and criminals the ability to obtain access to the U.S. financial system and have significant
implications for FDIC-insured institutions and other businesses involved in the transfer of money. The so-called Anti-
Money Laundering/Countering the Financing of Terrorism (AML/CFT) regime under the BSA provides a foundation
to promote financial transparency and deter and detect those who seek to misuse the U.S. financial system to launder
criminal proceeds, finance terrorist acts, or move funds for other illicit purposes.
The laws mandate financial services companies to have policies and procedures with respect to measures
designed to address: (i) customer identification programs; (ii) money laundering; (iii) terrorist financing;
(iv) identifying and reporting suspicious activities and currency transactions; (v) currency crimes; and (vi) cooperation
between FDIC-insured institutions and law enforcement authorities.
Concentrations in Commercial Real Estate. Concentration risk exists when FDIC-insured institutions
deploy too many assets to any one industry or segment. A concentration in commercial real estate is one example of
regulatory concern. The interagency Concentrations in Commercial Real Estate Lending, Sound Risk Management
Practices guidance (“CRE Guidance”) provides supervisory criteria, including the following numerical indicators, to
assist bank examiners in identifying banks with potentially significant CRE loan concentrations that may warrant
greater supervisory scrutiny: (i) CRE loans exceeding 300% of capital and increasing 50% or more in the preceding
three years; or (ii) construction and land development loans exceeding 100% of capital. The CRE Guidance does not
limit banks’ levels of commercial real estate lending activities, but rather guides institutions in developing risk
management practices and levels of capital that are commensurate with the level and nature of their commercial real
estate concentrations. On December 18, 2015, the federal banking agencies issued a statement to reinforce prudent
risk-management practices related to CRE lending, having observed substantial growth in many CRE asset and lending
markets, increased competitive pressures, rising CRE concentrations in banks, and an easing of CRE underwriting
standards. The federal bank agencies reminded FDIC-insured institutions to maintain underwriting discipline and
exercise prudent risk-management practices to identify, measure, monitor, and manage the risks arising from CRE
23
lending. In addition, FDIC-insured institutions must maintain capital commensurate with the level and nature of their
CRE concentration risk.
Based on the Bank’s loan portfolio as of December 31, 2023, we do not exceed the 300% guideline for
commercial real estate loans.
Consumer Financial Services. The historical structure of federal consumer protection regulation applicable
to all providers of consumer financial products and services changed significantly on July 21, 2011, when the CFPB
commenced operations to supervise and enforce consumer protection laws. The CFPB has broad rulemaking authority
for a wide range of consumer protection laws that apply to all providers of consumer products and services, including
the Bank, as well as the authority to prohibit “unfair, deceptive or abusive” acts and practices. The CFPB has
examination and enforcement authority over providers with more than $10 billion in assets. FDIC-insured institutions
with $10 billion or less in assets, like the Bank, continue to be examined by their applicable bank regulators.
Because abuses in connection with residential mortgages were a significant factor contributing to the
financial crisis, many rules issued by the CFPB, as required by the Dodd-Frank Act, addressed mortgage and
mortgage-related products, their underwriting, origination, servicing and sales. The Dodd-Frank Act significantly
expanded underwriting requirements applicable to loans secured by 1-4 family residential real property and augmented
federal law combating predatory lending practices. In addition to numerous disclosure requirements, the Dodd-Frank
Act and CFPB rules imposed new standards for mortgage loan originations on all lenders, including banks and savings
associations, in an effort to strongly encourage lenders to verify a borrower’s ability to repay, while also establishing
a presumption of compliance for certain “qualified mortgages.” The Regulatory Relief Act provided relief in
connection with mortgages for banks with assets of less than $10 billion, and, as a result, mortgages the Bank makes
are now considered to be qualified mortgages if they are held in portfolio for the life of the loan. The CFPB’s rules
have not had a significant impact on the Bank’s operations, except for higher compliance costs.
Company Web Site
The Company maintains a corporate website at www.landmarkbancorpinc.com. In addition, the Company
has an investor relations link at the Bank’s corporate website at www.banklandmark.com. Many of the Company’s
policies, including its code of business conduct and ethics, committee charters and other investor information, are
available on its website. The Company makes available free of charge on or through its website its Annual Reports
on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, amendments to those reports filed or
furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, proxy statements, and annual reports as soon as
reasonably practicable after the Company electronically files such material with, or furnishes it to, the SEC. Copies
of the Company’s filings with the SEC are also available from the SEC’s website (http://www.sec.gov) free of charge.
The Company will also provide copies of its filings free of charge upon written request to our Corporate Secretary at
Landmark Bancorp, Inc., 701 Poyntz Avenue, Manhattan, Kansas 66502.
24
STATISTICAL DATA
The Company has a fiscal year ending on December 31. Unless otherwise noted, the information presented
in this Annual Report on Form 10-K presents information on behalf of the Company as of and for the year ended
December 31, 2023.
Certain of the statistical data required to be disclosed by banks pursuant to the Securities Act of 1933 is set
forth in the following pages. This data should be read in conjunction with the consolidated financial statements,
related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included
in this Annual Report on Form 10-K.
I. Distribution of Assets, Liabilities, and Stockholders’ Equity; Interest Rates and Interest Differential
The following table describes the extent to which changes in tax equivalent interest income and interest
expense for major components of interest-earning assets and interest-bearing liabilities affected the Company’s
interest income and expense during the periods indicated. The table distinguishes between (i) changes attributable to
rate (changes in rate multiplied by prior volume), (ii) changes attributable to volume (changes in volume multiplied
by prior rate), and (iii) net change (the sum of the previous columns). The net changes attributable to the combined
effect of volume and rate which cannot be segregated have been allocated proportionately to the change due to volume
and the change due to rate.
Years ended December 31,
2023 vs 2022
Increase/(decrease) attributable to
Volume
Rate
2022 vs 2021
Increase/(decrease) attributable to
Volume
Rate
Net
Net
(Dollars in thousands)
Interest income:
Interest-bearing deposits at banks
Investment securities
Taxable
Tax-exempt (1)
Loans (2)
Total
Interest expense:
Deposits
FHLB advances and other borrowings
Subordinated debentures
Repurchase agreements
Total
Net interest income
$ (66) $ (13) $ (79)
$ (37)
$ 171
$ 134
423
(148)
10,103
10,312
2,757
176
8,174
11,094
3,180
28
18,277
21,406
3,409
916
2,493
(799)
781 (18)
541 (682) (141)
3,384
1,186
2,198
12,135
343
3,140
324
- 750
73
280
13,489
3,556
$ 6,756 $ (2,395)
12,478
3,464
750
353
17,045
$ 4,361
1,702
51
449
135
- 368
28
107
2,312
528
$ 1,670 $ (1,126)
1,753
584
368
135
2,840
$ 544
(1) The change in tax-exempt income on investment securities is presented on a fully taxable equivalent basis, using a
21% federal tax rate.
(2) The change in tax-exempt loan income is presented on a fully taxable equivalent basis, using a 21% federal tax rate.
25
The following table sets forth information relating to average balances of interest-earning assets and interest-
bearing liabilities for the years ended December 31, 2023, 2022 and 2021. Average balances are derived from daily
average balances. Non-accrual loans were included in the computation of average balances but have been reflected
in the table as loans carrying a zero yield. The yields set forth in the table below include the effect of deferred fees,
discounts and premiums that are amortized or accreted to interest income or interest expense. This table reflects the
average yields on assets and average costs of liabilities for the periods indicated (derived by dividing income or
expense by the monthly average balance of assets or liabilities, respectively) as well as the "net interest margin" (which
reflects the effect of the net earnings balance) for the periods shown.
Year ended December 31, 2023
Average
balance
Income/
expense
Yield/
cost
Year ended December 31, 2022
Average
balance
Income/
expense
Yield/
cost
Year ended December 31, 2021
Average
balance
Income/
expense
Yield/
cost
(Dollars in thousands)
Assets
Interest-earning assets:
Interest bearing deposits at banks
$
10,095
$
242
2.40%
$
60,014
$
321
0.53%
$
120,171
$
187
0.16%
Investment securities
Taxable
Tax-exempt (1)
Loans receivable, net (2)
Total interest-earning assets
Non-interest-earning assets
Total
363,735
122,533
891,487
1,387,850
147,844
1,535,694
$
9,594
3,826
51,770
65,432
2.64%
3.12%
5.81%
4.71%
342,131
132,601
702,247
1,236,993
120,486
1,357,479
$
6,414
3,798
33,493
44,026
1.87%
2.86%
4.77%
3.56%
202,003
141,056
689,908
1,153,138
102,558
1,255,696
$
3,005
3,816
33,634
40,642
1.49%
2.71%
4.88%
3.52%
Liabilities and Stockholders' Equity
Interest-bearing liabilities:
Money market and checking
$
591,000
$
10,818
Savings accounts
Certificates of deposit
Total deposits
FHLB advances and other borrowings
Subordinated debentures
Repurchase agreements
Total interest-bearing liabilities
Non-interest-bearing liabilities
Stockholders' equity
Total
Interest rate spread (3)
Net interest margin (4)
Tax equivalent interest - imputed (1) (2)
Net interest income
Ratio of average interest-earning assets
to average interest-bearing liabilities
161,417
139,956
892,373
74,210
21,651
18,361
126
4,310
15,254
4,048
1,590
499
1,006,595
21,391
414,760
114,339
$
1,535,694
$
44,041
749
$
43,292
1.83%
0.08%
3.08%
1.71%
5.45%
7.34%
2.72%
2.13%
2.58%
3.17%
$
535,693
$
2,318
46
412
2,776
584
840
146
4,346
169,478
98,975
804,146
15,061
21,651
13,239
854,097
383,590
119,792
0.43%
0.03%
0.42%
0.35%
3.88%
3.88%
1.10%
0.51%
$
503,433
$
500
47
476
1,023
-
472
11
1,506
145,200
116,904
765,537
2
21,651
5,915
793,105
330,937
131,654
$
1,357,479
$
1,255,696
3.05%
3.21%
$
39,680
800
$
38,880
$
39,136
816
$
38,320
0.10%
0.03%
0.41%
0.13%
0.47%
2.18%
0.19%
0.19%
3.33%
3.39%
137.9%
144.8%
145.4%
(1)
(2)
(3)
Income on tax-exempt investment securities is presented on a fully taxable equivalent basis, using a 21% federal tax rate.
Income on tax-exempt loans is presented on a fully taxable equivalent basis, using a 21% federal tax rate.
Interest rate spread represents the difference between the average yield on interest-earning assets and the average cost of interest-
bearing liabilities.
(4) Net interest margin represents net interest income divided by average interest-earning assets.
26
II. Investment Portfolio
Investment Securities. The following table sets forth the carrying value of the Company’s investment securities at
the dates indicated. The Company’s federal agency obligations consist of obligations of U.S. government-sponsored
enterprises, primarily the FHLB. The Company’s agency mortgage-backed securities portfolio consists of securities
predominantly underwritten to the standards of and guaranteed by the government-sponsored agencies of Federal Home Loan
Mortgage Corporation (“FHLMC”), Federal National Mortgage Association (“FNMA”) and Government National Mortgage
Association (“GNMA”).
Investment securities:
U.S. treasury securities
U.S. federal agency obligations
Municipal obligations, tax-exempt
Municipal obligations, taxable
Agency mortgage-backed securities
Total investment securities available-for-sale, at fair value
As of December 31,
2023
2022
(Dollars in thousands)
$ 95,667
$ 123,111
- 1,988
127,262
120,623
67,244
79,083
169,701
157,396
$ 489,306
$ 452,769
The following table sets forth certain information regarding the carrying values, weighted average yields, and
maturities of the Company's investment securities portfolio, as of December 31, 2023. Yields on tax-exempt obligations have
been computed on a tax equivalent basis, using a 21% federal tax rate for 2023. Mortgage-backed investment securities
include scheduled principal payments and estimated prepayments based on observable market inputs. Actual prepayments
will differ from contractual maturities because borrowers have the right to prepay obligations with or without prepayment
penalties.
One year or less
One to five years
Five to ten years
More than ten years
Total
Carrying
Average
Carrying
Average
Carrying
Average
Carrying
Average
Carrying
Average
value
yield
value
yield
value
yield
value
yield
value
yield
As of December 31, 2023
(Dollars in thousands)
$
21,925
1.92%
$
73,742
2.13%
$
-
0.00%
$
-
0.00%
$
95,667
10,265
4,186
769
2.71%
2.71%
2.39%
44,561
18,237
96,270
2.65%
2.70%
2.47%
38,813
35,092
60,357
3.38%
3.50%
2.50%
26,984
21,568
3.85%
$
120,623
4.40%
$
79,083
-
0.00%
$
157,396
$
37,145
2.24%
$
232,810
2.41%
$
134,262
3.02%
$
48,552
4.09%
$
452,769
2.09%
3.16%
3.52%
2.48%
2.76%
Investment securities:
U.S. treasury securities
Municipal obligations, tax-exempt
Municipal obligations, taxable
Agency mortgage-backed securities
Total
27
III. Loan Portfolio
Loan Portfolio Composition. The following table sets forth the composition of the loan portfolio balances by type
of loan at the dates indicated.
As of December 31,
2023
2022
(Dollars in thousands)
One-to-four family residential real estate loans
Construction and land loans
Commercial real estate loans
Commercial loans
Paycheck protection program loans
Agriculture loans
Municipal loans
Consumer loans
Total gross loans
Net deferred loan costs and loans in process
Allowance for credit losses
Loans, net
$
$
302,544
21,090
320,962
180,942
-
89,680
4,507
28,931
948,656
(429)
(10,608)
937,619
236,982
22,725
304,074
173,415
21
84,283
2,026
26,664
850,190
(250)
(8,791)
841,149
$
$
The following table sets forth the contractual maturities of loans as of December 31, 2023. The table does not
include unscheduled prepayments.
1 year or
less
As of December 31, 2023
6-15 years
1-5 years
After 15
years
Total
(Dollars in thousands)
One-to-four family residential real estate loans
Construction and land loans
Commercial real estate loans
Commercial loans
Agriculture loans
Municipal loans
Consumer loans
Total gross loans
$ 26,002
11,387
35,445
91,580
53,649
181
3,379
$ 221,623
$ 92,435
2,912
135,941
64,997
13,738
715
9,132
$ 319,870
$ 148,864
4,600
128,636
24,326
14,779
837
16,364
$ 338,406
$ 35,243
2,191
20,940
39
7,514
2,774
56
$ 68,757
$ 302,544
21,090
320,962
180,942
89,680
4,507
28,931
$ 948,656
The following table sets forth the dollar amount of all loans that mature after one year and whether such loans had
fixed interest rates or adjustable interest rates:
Fixed
As of December 31, 2023
Adjustable
(Dollars in thousands)
Total
$ 60,580 $ 215,962 $ 276,542
1,448 8,255 9,703
68,747 216,770 285,517
44,086 45,276 89,362
8,250 27,781 36,031
1,552 2,774 4,326
2,452 23,100 25,552
727,033
$
187,115
539,918
$
$
One-to-four family residential real estate loans
Construction and land loans
Commercial real estate loans
Commercial loans
Agriculture loans
Municipal loans
Consumer loans
Total gross loans
28
Non-performing Assets. The following table sets forth information with respect to non-performing assets, including
non-accrual loans and real estate acquired through foreclosure or by deed in lieu of foreclosure (“real estate owned”). The
accrual of interest on non-performing loans is discontinued at the time the loan is ninety days delinquent, unless the credit is
well secured and in process of collection. Loans are placed on non-accrual or are charged off at an earlier date if collection
of principal or interest is considered doubtful. Under the original terms of the Company’s non-accrual loans as of December
31, 2023, interest earned on such loans for the years ended December 31, 2023, 2022 and 2021 would have increased interest
income by $96,000, $137,000 and $309,000, respectively, if included in the Company’s interest income for those years. No
interest income related to non-accrual loans was included in interest income for the years ended December 31, 2023, 2022
and 2021.
Non-accrual loans
Accruing loans over 90 days past due
Non-performing investments
Real estate owned, net
Non-performing assets
2023
As of December 31,
2022
(Dollars in thousands)
2021
$ 2,391
-
-
928
$ 3,319
$ 3,326
-
-
934
$ 4,260
$ 5,230
-
-
2,551
$ 7,781
Performing TDRs
$ - $ 804
$ 1,488
Allowance for credit losses to total gross loans
Non-performing loans to total gross loans
Non-performing assets to total assets
Allowance for credit losses to non-performing loans
1.12%
0.25%
0.21%
443.66%
1.03%
0.39%
0.28%
264.31%
1.32%
0.79%
0.59%
167.78%
The decrease in non-accrual loans as of December 31, 2023 was primarily related to a commercial real estate loan
relationship totaling $1.2 million that returned to accrual status during 2023. As of December 31, 2023, no commercial real
estate loans were classified as non-accrual. The decrease in non-accrual loans as of December 31, 2022 was primarily related
to another commercial real estate loan relationship totaling $989,000 that returned to accrual status during 2022 and a separate
land loan totaling $486,000 that paid off.
At December 31, 2023, the $928,000 of real estate owned primarily consisted of three residential real estate properties,
one commercial property and one parcel of land. The decrease in real estate owned as of December 31, 2023 compared to
December 31, 2022 was due to a valuation allowance recorded against a residential real estate property. The decrease in real
estate owned as of December 31, 2022 compared to December 31, 2021 was due to the sale of $1.2 million of commercial
real estate and a valuation allowance recorded against the remaining commercial real estate property.
As part of the Company’s credit risk management, the Company continues to aggressively manage the loan portfolio
to identify problem loans and has placed additional emphasis on its commercial real estate relationships. As discussed in
more detail in the “Asset Quality and Distribution” section of “Item 7. Management’s Discussion and Analysis of Financial
Condition and Results of Operations,” as of December 31, 2023, the Company concluded its allowance for credit losses was
adequate based on the evaluation of the loan portfolio’s expected credit losses.
29
IV. Summary of Credit Loss Experience
The following table sets forth information with respect to the Company’s allowance for credit losses at the dates
and for the periods indicated:
Balances at beginning of year
Adoption of ASC 326
Provision for credit losses
Charge-offs:
One-to-four family residential real estate loans
Construction and land loans
Commercial real estate loans
Commercial loans
Paycheck protection program loans
Agriculture loans
Municipal loans
Consumer loans
Total charge-offs
Recoveries:
One-to-four family residential real estate loans
Construction and land loans
Commercial real estate loans
Commercial loans
Paycheck protection program loans
Agriculture loans
Municipal loans
Consumer loans
Total recoveries
Net recoveries (charge-offs)
Balances at end of year
As of and for the years ended
2022
2023
2021
(Dollars in thousands)
$
8,791
1,523
250
$
8,775
-
-
$
8,775
-
500
-
-
-
(479)
-
-
-
(371)
(850)
-
-
-
-
-
-
-
(336)
(336)
(81)
-
(540)
(72)
-
(50)
-
(235)
(978)
-
675
-
35
-
74
-
110
894
44
10,608
$
-
165
-
38
-
59
6
84
352
16
8,791
$
11
263
-
14
-
66
6
118
478
(500)
8,775
$
Allowance for credit losses to total gross loans
Net loans charged-off (recovered) to average net loans
1.12%
0.00%
1.03%
0.00%
1.32%
0.07%
The Company recorded net loan recoveries of $44,000 during 2023 compared to net loan recoveries of $16,000
during 2022. The net loan recoveries were primarily related to a $626,000 recovery related to a construction loan previously
charged-off in 2011. The Company recorded net loan recoveries of $16,000 during 2022 compared to net loan charge-offs of
$500,000 during 2021. The net loan recoveries were primarily related to a $150,000 recovery on a land loan. The net loan
charge-offs in 2021 were primarily related to a $540,000 charge off on a previously impaired commercial real estate loan
relationship that was transferred to real estate owned in 2021.
30
The distribution of the Company’s allowance for credit losses on loans at the dates indicated and the percent of loans
in each category to total loans is summarized in the following table. This allocation reflects management’s judgment as to
risks inherent in the types of loans indicated, but in general the Company’s total allowance for credit losses included in the
table is not restricted and is available to absorb all loan losses. The amount allocated in the following table to any category
should not be interpreted as an indication of expected actual charge-offs in that category.
2023
% Loan
type to
total
loans
Net
charge-
offs to
average
loans
As of December 31,
2022
% Loan
type to
total
Amount
loans
(Dollars in thousands)
Net
charge-
offs to
average
loans
2021
% Loan
type to
total
loans
Net
charge-
offs to
average
loans
Amount
Amount
One-to-four family residential real estate loans
Construction and land loans
Commercial real estate loans
Commercial loans
Paycheck protection program loans
Agriculture loans
Municipal loans
Consumer loans
Total
$ 2,035
150
4,518
2,486
-
1,190
15
214
$ 10,608
0.00% $ 655
31.9%
117
3.19%
2.2%
33.8%
3,158
0.00%
19.1% (0.25%) 2,753
0.00% -
0.0%
0.09% 1,966
9.5%
0.5%
0.00% 5
3.0% (0.91%) 137
100.0% 0.00% $ 8,791
27.9% 0.00% $ 623
2.7% (0.72%)
138
35.8% 0.00%
3,051
20.4% (0.03%) 2,613
0.0% 0.00% -
9.9% (0.07%) 2,221
0.2% (0.29%) 6
3.1% 0.98% 123
0.00% $ 8,775
100.0%
0.04%
25.0%
4.2% (0.96%)
0.29%
30.0%
0.04%
20.0%
2.6%
0.00%
14.2% (0.02%)
0.3% (0.28%)
0.46%
3.7%
100.0% 0.07%
The increase in the allowance for credit losses on the one-to-four family residential real estate loans as of December
31, 2023 compared to December 31, 2022 was primarily due to the adoption of ASU 2016-13, Financial Instruments-Credit
Losses (Topic 326), commonly referred to as “CECL” and, to a lesser extent, higher balances of loans in the portfolio. The
increase in the allocation of the allowance for credit losses on the one-to-four family residential real estate loans as of
December 31, 2022 compared to December 31, 2021 was primarily due to higher balances of loans in the portfolio.
The increase in the allowance for credit losses on construction and land loans as of December 31, 2023 compared to
December 31, 2022 was primarily related to the adoption of CECL. The decrease in the allocation of the allowance for credit
losses on construction and land loans as of December 31, 2022 compared to December 31, 2021 was primarily related to
lower balances of loans in this portfolio.
The increase in the allowance for credit losses on commercial real estate loans as of December 31, 2023 compared
to December 31, 2022 was primarily related to the adoption of CECL and higher balances of loans in this portfolio. The
increase in the allocation of the allowance for credit losses on commercial real estate loans as of December 31, 2022 compared
to December 31, 2021 was primarily related to higher balances of loans in this portfolio.
The decrease in the allowance for credit losses on commercial loans as of December 31, 2023 compared to December
31, 2022 was primarily related to the payoff of a loan that was previously individually evaluated for loss and had an allowance
for credit losses allocated against the principal balance. The increase in the allocation of the allowance for credit losses on
our commercial loans as of December 31, 2022 compared to December 31, 2021 was primarily related to higher balances of
loans in this portfolio.
The decrease in the allowance for credit losses on agriculture loans as of December 31, 2023 compared to December
31, 2022 was primarily related to the adoption of CECL. The decrease in the allocation of the allowance for credit losses on
agriculture loans as of December 31, 2022 compared to December 31, 2021 was primarily related to lower balances in this
portfolio.
The allowance for credit losses is discussed in more detail in the “Asset Quality and Distribution” section of “Item
7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” As of December 31, 2023, we
believed the Company’s allowance for credit losses continued to be adequate based on the Company’s evaluation of the loan
portfolio’s expected incurred losses.
31
V. Deposits
The following table presents the average deposit balances and the average rate paid on those balances for the years
indicated.
(Dollars in thousands)
Non-interest bearing demand
Money market and checking
Savings accounts
Certificates of deposit
Total
Years ended December 31,
2023
2022
Average
Balance
$ 393,448
591,000
161,417
139,956
$ 1,285,821
Average
Average
Rate
Balance
$ 365,516
-
1.83% 535,693
0.08% 169,478
3.08% 98,975
$ 1,169,662
Average
Rate
-
0.43%
0.03%
0.42%
Total deposits include uninsured deposits, excluding collateralized public fund deposits, of $197.2 million and
$202.8 million as of December 31, 2023 and 2022, respectively. This represents less than 15.0% of our total deposits at
December 31, 2023 and compares favorably with other similar community banking organizations. Approximately 93.7% of
the Company’s total deposits were considered core deposits at December 31, 2023. These deposit balances are from retail,
commercial and public fund customers located in the markets where the Company has bank branch locations.
The following table presents the maturities of certificates of deposit $250,000 or greater.
(Dollars in thousands)
Three months or less
Over three months through six months
Over six months through 12 months
Over 12 months
Total
As of December 31,
2023
$ 23,919
11,069
8,697
6,545
$ 50,230
2022
$ 12,188
5,054
7,387
932
$ 25,561
VI. Return on Equity and Assets
The following table presents information on return on average equity, return on average assets, equity to total assets
and our dividend payout ratio.
Return on average assets
Return on average equity
Equity to total assets
Dividend payout ratio
As of or for the years ended December 31,
2023
0.80%
10.70%
8.13%
35.87%
2022
2021
0.73%
8.25%
7.41%
42.55%
1.44%
13.80%
10.21%
21.11%
32
ITEM 1A. RISK FACTORS
An investment in our securities is subject to certain risks inherent in our business. Before making an investment
decision, you should carefully consider the risks and uncertainties described below together with all of the other information
included in this report. In addition to the risks and uncertainties described below, other risks and uncertainties not currently
known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial
condition and results of operations. The value or market price of our securities could decline due to any of these identified or
other risks, and you could lose all or part of your investment.
Credit Risks
We must effectively manage our credit risk.
There are risks inherent in making any loan, including risks inherent in dealing with individual borrowers, risks of
nonpayment, risks resulting from uncertainties as to the future value of collateral and risks resulting from changes in economic
and industry conditions. In general, these risks have increased as a result of the recent increases in prevailing interest rates
and uncertainties associated with inflation, which have potentially increased the risk of a near-term decline in growth or an
economic downturn. We attempt to minimize our credit risk through prudent loan application approval procedures, careful
monitoring of the concentration of our loans within specific industries and periodic independent reviews of outstanding loans
by our credit review department. However, we cannot assure you that such approval and monitoring procedures will reduce
these credit risks.
Most of our loans are commercial, real estate, or agriculture loans, each of which is subject to distinct types of risk.
To reduce the lending risks we face, we generally take a security interest in borrowers’ property for all three types of loans.
In addition, we sell certain residential real estate loans to third parties. Nevertheless, the risk of non-payment is inherent in
all types of loans, and if we are unable to collect amounts owed, it may materially affect our operations and financial
performance. For a more complete discussion of our lending activities see Item 1 of this Annual Report on Form 10-K.
Our business is subject to domestic and, to a lesser extent, international economic conditions and other factors, many
of which are beyond our control and could materially and adversely affect us.
Our financial performance generally, and in particular the ability of customers to pay interest on and repay principal
of outstanding loans and the value of collateral securing those loans, as well as demand for loans and other products and
services we offer, is highly dependent upon the business environment not only in the markets where we operate, but also in
the state of Kansas generally and in the United States as a whole. A favorable business environment is generally characterized
by, among other factors: economic growth; efficient capital markets; low inflation; low unemployment; high business and
investor confidence; and strong business earnings. Unfavorable or uncertain economic and market conditions can be caused
by: declines in economic growth, business activity or investor or business confidence; limitations on the availability or
increases in the cost of credit and capital; increases in inflation or interest rates; high unemployment; uncertainty in U.S. trade
policies, legislation, treaties and tariffs; natural disasters; acts of war or terrorism, including the current conflict in Ukraine;
widespread disease or pandemics; or a combination of these or other factors.
Economic conditions in the state of Kansas are generally impacted by commodity prices, which may adversely
impact the Kansas economy, specifically the agriculture sector. Declines in commodity prices could materially and adversely
affect our results of operations. During 2023, commodity prices declined from near record highs experienced in 2022. The
outlook is for commodity prices to continue to decline modestly over the next few years before stabilizing, but are subject to
global economic and market conditions.
The agricultural economy in the Midwest, including Kansas, has been stable over the previous several years. A
prolonged period of weakness in the agricultural economy could result in a decrease in demand for loans or other products
and services offered by us, an increase in agricultural loan delinquencies and defaults, an increase in impaired assets and
foreclosures, a decline in the value of our loans secured by real estate, and an inability to sell foreclosed assets. The effects
of a prolonged period of a weakened agricultural economy could have a material adverse effect on our business, financial
condition and results of operations.
33
Continued elevated levels of inflation could adversely impact our business and results of operations.
The United States has recently experienced elevated levels of inflation, with the consumer price index climbing
approximately 3.4% in 2023. Continued levels of inflation could have complex effects on our business and results of
operations, some of which could be materially adverse. For example, elevated inflation harms consumer purchasing power,
which could negatively affect our retail customers and the economic environment and, ultimately, many of our business
customers, and could also negatively affect our levels of non-interest expense. In addition, if interest rates continue to rise in
response to, or as a result of, elevated levels of inflation, the value of our securities portfolio would be negatively impacted.
Continued elevated levels of inflation could also cause increased volatility and uncertainty in the business environment, which
could adversely affect loan demand and our clients’ ability to repay indebtedness. It is also possible that governmental
responses to the current inflation environment could adversely affect our business, such as changes to monetary and fiscal
policy that are too strict, or the imposition or threatened imposition of price controls. The duration and severity of the current
inflationary period cannot be estimated with precision.
Our allowance for credit losses may prove to be insufficient to absorb losses in our loan portfolio.
We maintain our allowance for credit losses at a level considered appropriate by management to absorb all expected
future losses expected in the loan portfolio at the balance sheet date. Additionally, our Board of Directors regularly monitors
the appropriateness of our allowance for credit losses. The allowance is also subject to regulatory examinations and a
determination by the regulatory agencies as to the appropriate level of the allowance. The amount of future credit losses is
susceptible to changes in economic, operating and other conditions, including changes in interest rates and the value of the
underlying collateral, which may be beyond our control, and such losses may exceed current estimates. At December 31,
2023 and 2022, our allowance for credit losses as a percentage of total loans, was 1.12% and 1.03%, respectively, and as a
percentage of total non-performing loans was 443.66% and 264.31%, respectively. Although management believes that the
allowance for credit losses is appropriate to absorb future losses on any existing loans that may become uncollectible, we
cannot predict credit losses with certainty nor can we assure you that our allowance for credit losses will prove sufficient to
cover actual credit losses in the future. Credit losses in excess of our reserves will adversely affect our business, financial
condition and results of operations.
Also, as of January 1, 2023, the Company was required to adopt accounting standard update (“ASU”) 2016-13, Financial
Instruments – Credit Losses (Topic 326), commonly referred to as “CECL”. CECL changed how the Company calculates its
allowance for credit losses by requiring the Company to determine periodic estimates of lifetime expected credit losses on
loans and recognize the expected credit losses as allowances for credit losses. This is a change from the previous method of
providing allowances for credit losses that are incurred.
Our concentration of one-to-four family residential mortgage loans may result in lower yields and profitability.
One-to-four family residential mortgage loans comprised $302.5 million and $237.0 million, or 31.9% and 27.9%,
of our loan portfolio at December 31, 2023 and 2022, respectively. These loans are secured primarily by properties located
in the state of Kansas. Our concentration of these loans results in lower yields relative to other loan categories within our
loan portfolio. While these loans generally possess higher yields than investment securities, their repayment characteristics
are not as well defined, and they generally possess a higher degree of interest rate risk versus other loans and investment
securities within our portfolio. This increased interest rate risk is due to the repayment and prepayment options inherent in
residential mortgage loans which are exercised by borrowers based upon the overall level of interest rates. These residential
mortgage loans are generally made on the basis of the borrower’s ability to make repayments from his or her employment
and the value of the property securing the loan. Thus, as a result, repayment of these loans is also subject to general economic
and employment conditions within the communities and surrounding areas where the property is located.
A decline in residential real estate market prices or home sales has the potential to adversely affect our one-to-four
family residential mortgage portfolio in several ways, such as a decrease in collateral values and an increase in non-
performing loans, each of which could adversely affect our operating results and/or financial condition.
34
Our loan portfolio has a large concentration of real estate loans, which involve risks specific to real estate value.
Real estate lending (including commercial real estate, construction and land and residential real estate) is a large
portion of our loan portfolio. These categories were $644.6 million, or approximately 67.9% of our total loan portfolio, as of
December 31, 2023, as compared to $563.8 million, or approximately 66.3% of our total loan portfolio, as of December 31,
2022. The market value of real estate can fluctuate significantly in a short period of time as a result of market conditions in
the geographic area in which the real estate is located. Although a significant portion of commercial real estate and
construction and land loans are secured by a secondary form of collateral, adverse developments affecting real estate values
in one or more of our markets could increase the credit risk associated with our loan portfolio. Additionally, real estate
lending typically involves higher loan principal amounts, and the repayment of the loans generally is dependent, in large part,
on sufficient income from the properties securing the loans to cover operating expenses and debt service. Economic events
or governmental regulations outside of the control of the borrower or lender could negatively impact the future cash flow and
market values of the affected properties, including (i) declines in the rents or decreases in occupancy and, therefore, in the
cash flows generated by those real properties on which the borrowers depend to fund their loan payments to us, (ii) decreases
in the values of those real properties, which make it more difficult for the borrowers to sell those real properties for amounts
sufficient to repay their loans in full, and (iii) job losses of residential home buyers, which makes it more difficult for these
borrowers to fund their loan payments. Adverse changes affecting real estate values, including decreases in office occupancy
due to the shift to remote working environments following the COVID-19 pandemic, and the liquidity of real estate in one or
more of the Company’s markets could increase the credit risk associated with the Company’s loan portfolio, significantly
impair the value of property pledged as collateral on loans and affect the Company’s ability to sell the collateral upon
foreclosure without a loss or additional losses or the Company’s ability to sell those loans on the secondary market.
If the loans that are collateralized by real estate become troubled during a time when market conditions are declining
or have declined, then we may not be able to realize the amount of security that we anticipated at the time of originating the
loan, which could cause us to increase our provision for credit losses and adversely affect our operating results and financial
condition. In light of the uncertainty that exists in the economy and credit markets nationally, there can be no guarantee that
we will not experience additional deterioration in credit performance by our real estate loan customers.
The Company’s loan portfolio has a large concentration of commercial real estate loans, which involve risks specific
to real estate values and the health of the real estate market generally.
As of December 31, 2023, the Company had $342.1 million of commercial real estate loans, consisting of $100.6
million of non-owner occupied loans, $181.7 million of owner occupied loans, $38.6 million of loans secured by multifamily
residential properties and $21.1 million of construction and land development loans. Commercial real estate loans represented
36.1% of the Company’s total loan portfolio and 237% of the Bank’s total capital at December 31, 2023. The market value
of real estate can fluctuate significantly in a short period of time as a result of interest rates and market conditions in the area
in which the real estate is located and some of these values have been negatively affected by the recent rise in prevailing
interest rates. Adverse developments affecting real estate values in the Company’s market areas could increase the credit risk
associated with the Company’s loan portfolio. Additionally, the repayment of commercial real estate loans generally is
dependent, in large part, on sufficient income from the properties securing the loans to cover operating expenses and debt
service. Economic events, including decreases in office occupancy due to the shift to remote working environments following
the COVID-19 pandemic, or governmental regulations outside of the control of the borrower or lender could negatively
impact the future cash flow and market values of the affected properties. If the loans that are collateralized by real estate
become troubled during a time when market conditions are declining or have declined, then the Company may not be able to
realize the full value of the collateral that the Company anticipated at the time of originating the loan, which could force the
Company to take charge-offs or require the Company to increase the Company’s provision for credit losses, which could
have a material adverse effect on the Company’s business, financial condition, results of operations and growth prospects.
Commercial loans make up a significant portion of our loan portfolio.
Commercial loans comprised $180.9 million and $173.4 million, or 19.1% and 20.4%, of our loan portfolio at
December 31, 2023 and 2022, respectively. Our commercial loans are made based primarily on the identified cash flow of
the borrower and secondarily on the underlying collateral provided by the borrower. Most often, this collateral is accounts
receivable, inventory, or machinery. Credit support provided by the borrower for most of these loans, and the probability of
repayment is based on the liquidation of the pledged collateral and enforcement of a personal guarantee, if any exists. As a
result, in the case of loans secured by accounts receivable, the availability of funds for the repayment of these loans may be
35
substantially dependent on the ability of the borrower to collect amounts due from its customers. The collateral securing
other loans may depreciate over time, may be difficult to appraise and may fluctuate in value based on the success of the
business. Due to the larger average size of each commercial loan as compared with other loans such as residential loans, as
well as collateral that is generally less readily marketable, losses incurred on a small number of commercial loans could have
a material adverse impact on our financial condition and results of operations.
The success of our SBA lending program is dependent upon the continued availability of SBA loan programs, our
status as a Preferred Lender under the SBA loan programs and our ability to comply with applicable SBA lending
requirements.
As an SBA Preferred Lender, we enable our clients to obtain SBA loans without being subject to the potentially
lengthy SBA approval process necessary for lenders that are not SBA Preferred Lenders. The SBA periodically reviews the
lending operations of participating lenders to assess, among other things, whether the lender exhibits prudent risk
management. When weaknesses are identified, the SBA may request corrective actions or impose other restrictions, including
revocation of the lender’s Preferred Lender status. If we lose our status as a Preferred Lender, we may lose our ability to
compete effectively with other SBA Preferred Lenders, and as a result we could experience a material adverse effect to our
financial results. Any changes to the SBA program, including changes to the level of guaranty provided by the federal
government on SBA loans or changes to the level of funds appropriated by the federal government to the various SBA
programs, may also have an adverse effect on our business, results of operations and financial condition.
In order for a borrower to be eligible to receive an SBA loan, the lender must establish that the borrower would not
be able to secure a bank loan without the credit enhancements provided by a guaranty under the SBA program. Accordingly,
the SBA loans in our portfolio generally have weaker credit characteristics than the rest of our portfolio, and may be at greater
risk of default in the event of deterioration in economic conditions or the borrower’s financial condition. In the event of a
loss resulting from default and a determination by the SBA that there is a deficiency in the manner in which the loan was
originated, funded or serviced by us, the SBA may deny its liability under the guaranty, reduce the amount of the guaranty,
or, if it has already paid under the guaranty, seek recovery of the principal loss related to the deficiency from us. Management
has estimated losses inherent in the outstanding guaranteed portion of SBA loans and recorded a recourse reserve at a level
determined to be appropriate. Significant increases to the recourse reserve may materially decrease our net income, which
may adversely affect our business, results of operations and financial condition.
Our agriculture loans involve a greater degree of risk than other loans, and the ability of the borrower to repay may
be affected by many factors outside of the borrower’s control.
Agriculture operating loans comprised $49.6 million and $46.3 million, or 5.3% and 5.4%, of our loan portfolio at
December 31, 2023 and 2022, respectively. The repayment of agriculture operating loans is dependent on the successful
operation or management of the farm property. Likewise, agricultural operating loans involve a greater degree of risk than
lending on residential properties, particularly in the case of loans that are unsecured or secured by rapidly depreciating assets
such as farm equipment, livestock or crops. We generally secure agricultural operating loans with a blanket lien on livestock,
equipment, food, hay, grain and crops. Nevertheless, any repossessed collateral for a defaulted loan may not provide an
adequate source of repayment of the outstanding loan balance as a result of the greater likelihood of damage, loss or
depreciation.
We also originate agriculture real estate loans. At December 31, 2023 and 2022, agricultural real estate loans totaled
$40.1 million and $38.0 million, or 4.2% and 4.5% of our total loan portfolio, respectively. Agricultural real estate lending
involves a greater degree of risk and typically involves larger loans to single borrowers than lending on single-family
residences. As with agriculture operating loans, payments on agricultural real estate loans are dependent on the profitable
operation or management of the farm property securing the loan. The success of the farm may be affected by many factors
outside the control of the farm borrower, including adverse weather conditions that prevent the planting of a crop or limit
crop yields (such as hail, drought and floods), loss of livestock due to disease or other factors, declines in market prices for
agricultural products (both domestically and internationally) and the impact of government regulations (including changes in
price supports, tariffs, trade agreements, subsidies and environmental regulations). In addition, many farms are dependent
on a limited number of key individuals whose injury or death may significantly affect the successful operation of the farm.
If the cash flow from a farming operation is diminished, the borrower’s ability to repay the loan may be impaired. The
primary crops in our market areas are wheat, corn and soybean. Accordingly, adverse circumstances affecting wheat, corn
and soybean crops could have an adverse effect on our agricultural real estate loan portfolio.
36
Our business is concentrated in and dependent upon the continued growth and welfare of the markets in which we
operate, including eastern, central, southeast and southwest Kansas.
We operate primarily in eastern, central, southeast and southwest Kansas, and as a result, our financial condition,
results of operations and cash flows are subject to changes in the economic conditions in those areas. Although each market
we operate in is geographically and economically diverse, our success depends upon the business activity, population, income
levels, deposits and real estate activity in each of these markets. Although our customers’ business and financial interests
may extend well beyond our market area, adverse economic conditions that affect our specific market area could reduce our
growth rate, affect the ability of our customers to repay their loans to us and generally affect our financial condition and
results of operations. Because of our geographic concentration, we are less able than other regional or national financial
institutions to diversify our credit risks across multiple markets.
Non-performing assets take significant time to resolve and adversely affect our results of operations and financial
condition, and could result in further losses in the future.
As of December 31, 2023, our non-performing loans (which consist of non-accrual loans and loans past due 90 days
or more and still accruing interest) totaled $2.4 million, or 0.25% of our loan portfolio, and our non-performing assets (which
include non-performing loans plus real estate owned) totaled $3.3 million, or 0.21% of total assets. In addition, we had $1.6
million in accruing loans that were 30-89 days delinquent as of December 31, 2023.
Our non-performing assets adversely affect our net income in various ways. We do not record interest income on
non-accrual loans or other real estate owned, thereby adversely affecting our net income and returns on assets and equity,
increasing our loan administration costs and adversely affecting our efficiency ratio. When we take collateral in foreclosure
and similar proceedings, we are required to mark the collateral to its then-fair market value, which may result in a loss. These
non-performing loans and other real estate owned also increase our risk profile and the capital our regulators believe is
appropriate in light of such risks. The resolution of non-performing assets requires significant time commitments from
management and can be detrimental to the performance of their other responsibilities. If we experience increases in non-
performing loans and non-performing assets, our net interest income may be negatively impacted and our loan administration
costs could increase, each of which could have an adverse effect on our net income and related ratios, such as return on assets
and equity.
Interest Rate Risks
Monetary policies and regulations of the Federal Reserve could adversely affect our business, financial condition and
results of operations.
In addition to being affected by general economic conditions, our earnings and growth are affected by the policies
of the Federal Reserve. An important function of the Federal Reserve is to regulate the money supply and credit
conditions. Among the instruments used by the Federal Reserve to implement these objectives are open market operations
in U.S. government securities, adjustments of the discount rate and changes in reserve requirements against bank
deposits. These instruments are used in varying combinations to influence overall economic growth and the distribution of
credit, bank loans, investments and deposits. Their use also affects interest rates charged on loans or paid on deposits.
The monetary policies and regulations of the Federal Reserve have had a significant effect on the operating results
of commercial banks in the past and are expected to continue to do so in the future. The effects of such policies upon our
business, financial condition and results of operations cannot be predicted.
The Federal Reserve has indicated that it is working to avoid abrupt or unpredictable changes in economic or
financial conditions so as not to disrupt the financial systems, also known as “shocks;” despite this, the impact of these
changes cannot be certain. Vulnerabilities in the financial system can amplify the impact of an initial shock following rate
increases, potentially leading to unintended volatility, as well as to disruptions in the provision of financial services, such as
clearing payments, the provision of liquidity, and the availability of credit. Furthermore, asset liquidation pressures can be
amplified by liquidity mismatches and the leverage of certain nonbank financial intermediaries such as hedge funds. The
financial crisis in March 2020 also demonstrated that pressures on dealer intermediation can limit the availability of liquidity
during times of market stress. Given the interconnectedness of the global financial system, these vulnerabilities could impact
the Company’s business operations and financial condition.
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Interest rates and other conditions impact our results of operations.
Our profitability is in part a function of the spread between the interest rates earned on investments and loans and
the interest rates paid on deposits and other interest-bearing liabilities. Like most banking institutions, our net interest spread
and margin will be affected by general economic conditions and other factors, including fiscal and monetary policies of the
federal government that influence market interest rates and our ability to respond to changes in such rates. At any given time,
our assets and liabilities will be such that they are affected differently by a given change in interest rates. It is currently
expected that during 2024, and perhaps beyond, the Federal Open Market Committee of the Federal Reserve, or FOMC, will
continue to monitor interest rates, in part to reduce the rate of inflation to its preferred level. In 2023, the FOMC increased at
various dates throughout the year the target range for the federal funds rate from 4.25% to 4.50% to a range of 5.25% to
5.50%. All of these increases were expressly made in response to inflationary pressures. If the FOMC further increases the
targeted federal funds rates, overall interest rates likely will rise, which may negatively impact the entire national economy.
As a result, an increase or decrease in rates, the length of loan terms or the mix of adjustable and fixed rate loans in our
portfolio could have a positive or negative effect on our net income, capital and liquidity. We measure interest rate risk under
various rate scenarios and using specific criteria and assumptions. A summary of this process, along with the results of our
net interest income simulations, is presented in the section entitled Item 7A. “Quantitative and Qualitative Disclosures About
Market Risk.” Although we believe our current level of interest rate sensitivity is reasonable and effectively managed,
significant fluctuations in interest rates may have an adverse effect on our business, financial condition and results of
operations.
Changes in interest rates also can affect the value of loans, securities and other assets. An increase in interest rates
that adversely affects the ability of borrowers to pay the principal or interest on loans may lead to an increase in non-
performing assets and a reduction of income recognized, which could have a material adverse effect on our results of
operations and cash flows. Further, when we place a loan on nonaccrual status, we reverse any accrued but unpaid interest
receivable, which decreases interest income. Subsequently, we continue to have a cost to fund the loan, which is reflected as
interest expense, without any interest income to offset the associated funding expense. Thus, an increase in the amount of
non-performing assets would have an adverse impact on net interest income.
Continued high interest rates may result in a further decline in value of our fixed-rate debt securities. The unrealized
losses resulting from holding these securities would be recognized in other comprehensive income and reduce total
stockholders' equity. Unrealized losses do not negatively impact our regulatory capital ratios; however, tangible common
equity and the associated ratios would be reduced. If debt securities in an unrealized loss position are sold, such losses become
realized and will reduce our regulatory capital ratios.
Declines in value may adversely impact the carrying amount of our investment portfolio and result in other-than-
temporary impairment charges.
We may be required to record impairment charges on our investment securities if they suffer declines in value that
are considered other-than-temporary. If the credit quality of the securities in our investment portfolio deteriorates, we may
also experience a loss in interest income from the suspension of either interest or dividend payments. Numerous factors,
including lack of liquidity for resales of certain investment securities, absence of reliable pricing information for investment
securities, adverse changes in business climate or adverse actions by regulators could have a negative effect on our investment
portfolio in future periods.
The value of the financial instruments we own may decline in the future.
An increase in market interest rates may affect the market value of our securities portfolio, potentially reducing
accumulated other comprehensive income and/or earnings. Additionally, an increase in market interest rates may reduce the
value of our loan portfolio, although, in accordance with U.S. GAAP, such a decline in value may not be reflected in the
carrying balance of our loans in the same manner as our debt securities available-for-sale. The market value of these
investments may be affected by factors other than the underlying performance of the servicer of the securities or the mortgages
underlying the securities, such as changes in the interest rate environment, negative trends in the residential and commercial
real estate markets, ratings downgrades, adverse changes in the business climate and a lack of liquidity in the secondary
market for certain investment securities. In addition, we may determine to sell securities in our available-for-sale investment
securities portfolio, and any such sale could cause us to realize currently unrealized losses that resulted from the recent
increases in the prevailing interest rates.
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Downgrades in the credit rating of one or more insurers that provide credit enhancement for our state and municipal
securities portfolio may have an adverse impact on the market for and valuation of these types of securities.
We invest in tax-exempt and taxable state and local municipal investment securities, some of which are insured by
monoline insurers. As of December 31, 2023, we had $199.7 million of municipal securities, which represented 44.1% of
our total securities portfolio. Even though management generally purchases municipal securities on the overall credit strength
of the issuer, the reduction in the credit rating of an insurer may negatively impact the market for and valuation of our
investment securities. Such downgrade could adversely affect our liquidity, financial condition and results of operations.
Legal, Accounting and Compliance Risks
Legislative and regulatory reforms applicable to the financial services industry may have a significant impact on our
business, financial condition and results of operations.
The laws, regulations, rules, policies and regulatory interpretations governing us are constantly evolving and may
change significantly over time as Congress and various regulatory agencies react to adverse economic conditions or other
matters. The implementation of any current, proposed or future regulatory or legislative changes to laws applicable to the
financial industry may impact the profitability of our business activities and may change certain of our business practices,
including the ability to offer new products, obtain financing, attract deposits, make loans, and achieve satisfactory interest
spreads, and could expose us to additional costs, including increased compliance costs. These regulations and legislation may
be impacted by the political ideologies of the executive and legislative branches of the U.S. government as well as the heads
of regulatory and administrative agencies, which may change as a result of elections.
The Company and the Bank are subject to stringent capital and liquidity requirements.
The Basel III Rule imposes stringent capital requirements on bank holding companies and banks. In addition to the
minimum capital requirements, banks and bank holding companies are also required to maintain a capital conservation buffer
of 2.5% of Common Equity Tier 1 Capital on top of minimum risk-weighted asset ratios to make capital distributions
(including for dividends and repurchases of stock) and pay discretionary bonuses to executive officers without restriction.
Banking institutions that do not maintain capital in excess of the Basel III Rule standards including the capital conservation
buffer face constraints on the payment of dividends, equity repurchases and compensation based on the amount of the
shortfall. Accordingly, if the Bank fails to maintain the applicable minimum capital ratios and the capital conservation buffer,
distributions to the Company may be prohibited or limited.
Future increases in minimum capital requirements could adversely affect our net income. Furthermore, our failure
to comply with the minimum capital requirements could result in our regulators taking formal or informal actions against us,
which could restrict our future growth or operations.
We may be required to pay higher FDIC insurance premiums in the future.
Future bank failures may prompt the FDIC to increase its premiums above the current levels or to issue special
assessments. The Bank generally is unable to control the amount of premiums or special assessments that it or its subsidiary
is required to pay for FDIC insurance. Any future changes in the calculation or assessment of FDIC insurance premiums may
have a material adverse effect on the Bank’s results of operations, financial condition, and the ability to continue to pay
dividends on common stock at the current rate or at all.
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We are subject to changes in accounting principles, policies or guidelines.
Our financial performance is impacted by accounting principles, policies and guidelines. Some of these policies
require the use of estimates and assumptions that may affect the value of our assets or liabilities and financial results. Some
of our accounting policies are critical because they require management to make difficult, subjective and complex judgments
about matters that are inherently uncertain and because it is likely that materially different amounts would be reported under
different conditions or using different assumptions. If such estimates or assumptions underlying our financial statements are
incorrect, we may experience material losses.
From time to time, the FASB and the SEC change the financial accounting and reporting standards or the
interpretation of those standards that govern the preparation of our financial statements. In addition, trends in financial and
business reporting, including environmental social and governance (ESG) related disclosures, could require us to incur
additional reporting expense. These changes are beyond our control, can be difficult to predict and could materially impact
how we report our financial condition and results of operations. Changes in these standards are continuously occurring, and
more drastic changes may occur in the future. The implementation of such changes could have a material adverse effect on
our financial condition and results of operations.
Our business is affected from time to time by federal and state laws and regulations relating to hazardous
substances.
Under the federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), owners
and operators of properties containing hazardous substances may be liable for the costs of cleaning up the substances.
CERCLA and similar state laws can affect us both as an owner of branches and other properties used in our business and as
a lender holding a security interest in property which is found to contain hazardous substances. In particular, our branch office
located in Iola is located on property that has been designated as a “Superfund” site under CERCLA, and we may hold
mortgages on properties located in Iola that are also designated as “Superfund” sites. While CERCLA contains an exemption
for holders of security interests, the exemption is not available if the holder participates in the management of a property, and
some courts have broadly defined what constitutes participation in management of property. Moreover, CERCLA and similar
state statutes can affect our decision whether or not to foreclose on a property. Before foreclosing on commercial real estate,
our general policy is to obtain an environmental report, thereby increasing the costs of foreclosure. In addition, the existence
of hazardous substances on a property securing a troubled loan may cause us to elect not to foreclose on the property, thereby
reducing our flexibility in handling the loan.
Operational, Strategic and Reputational Risks
We may experience difficulties in managing our growth, and our growth strategy involves risks that may negatively
impact our net income.
As part of our general strategy, we may acquire banks, branches and related businesses that we believe provide a
strategic fit with our business. In the past, we have acquired a number of local banks and branches, and, to the extent that we
grow through future acquisitions, we cannot assure you that we will be able to adequately and profitably manage this growth.
Acquiring other banks and businesses will involve risks commonly associated with acquisitions, including:
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potential exposure to unknown or contingent liabilities of banks and businesses we acquire;
exposure to potential asset quality issues of the acquired bank or related business;
difficulty and expense of integrating the operations and personnel of banks and businesses we acquire;
potential disruption to our business;
potential diversion of our management’s time and attention; and
the possible loss of key employees and customers of the banks and businesses we acquire.
In addition to acquisitions, we may expand into additional communities or attempt to strengthen our position in our
current markets by undertaking additional branch openings. We believe that it generally takes several years for new banking
facilities to first achieve operational profitability, due to the impact of organization and overhead expenses and the start-up
phase of generating loans and deposits. To the extent that we undertake additional branch openings, we are likely to
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experience the effects of higher operating expenses relative to operating income from the new operations, which may have
an adverse effect on our levels of reported net income, return on average equity and return on average assets.
We face intense competition in all phases of our business from other banks and financial institutions.
The banking and financial services business in our market is highly competitive. Our competitors include large
national and regional banks, local community banks, savings and loan associations, securities and brokerage companies,
mortgage companies, insurance companies, finance companies, money market mutual funds, credit unions, fintech
companies, and other non-bank financial service providers, many of which have greater financial, marketing and
technological resources than us. Many of these competitors are not subject to the same regulatory restrictions that we are and
may be able to compete more effectively as a result. Increased competition in our market may result in a decrease in the
amounts of our loans and deposits, reduced spreads between loan rates and deposit rates or loan terms that are more favorable
to the borrower. Any of these results could have a material adverse effect on our ability to grow and remain profitable. If
increased competition causes us to significantly discount the interest rates we offer on loans or increase the amount we pay
on deposits, our net interest income could be adversely impacted. If increased competition causes us to relax our underwriting
standards, we could be exposed to higher losses from lending activities. Additionally, many of our competitors are much
larger in total assets and capitalization, have greater access to capital markets and offer a broader range of financial services
than we can offer.
Technology and other changes are allowing consumers and businesses to complete financial transactions that
historically have involved banks through alternative methods. For example, the wide acceptance of internet-based commerce
has resulted in a number of alternative payment processing systems and lending platforms in which banks play only minor
roles. Customers can also maintain funds in prepaid debit cards or digital currencies, and pay bills and transfer funds directly
without the direct assistance of banks. The diminishing role of banks as financial intermediaries has resulted and could
continue to result in the loss of fee income, as well as the loss of customer deposits and the related income generated from
those deposits. The loss of these revenue streams and the potential loss of lower cost deposits as a source of funds could have
a material adverse effect on our business, financial condition and results of operations.
While we do not offer products relating to digital assets, including cryptocurrencies, stablecoins and other similar
assets, there has been a significant increase in digital asset adoption globally over the past several years. Certain characteristics
of digital asset transactions, such as the speed with which such transactions can be conducted, the ability to transact without
the involvement of regulated intermediaries, the ability to engage in transactions across multiple jurisdictions, and the
anonymous nature of the transactions, are appealing to certain consumers notwithstanding the various risks posed by such
transactions. Accordingly, digital asset service providers—which, at present are not subject to the same degree of scrutiny
and oversight as banking organizations and other financial institutions—are becoming active competitors to more traditional
financial institutions. The process of eliminating banks as intermediaries, known as “disintermediation,” could result in the
loss of fee income, as well as the loss of customer deposits and the related income generated from those deposits. The loss of
these revenue streams and the lower cost of deposits as a source of funds could have a material adverse effect on our financial
condition and results of operations. Potential partnerships with digital asset companies, moreover, could also entail
significant investment.
The financial services industry continues to undergo rapid technological changes with frequent introductions of new
technology-driven products and services, including internet services, cryptocurrencies and payment systems. In addition to
better serving customers, the effective use of technology increases efficiency as well as enables financial institutions to reduce
costs. Our future success will depend in part upon our ability to address the needs of our customers by using technology to
provide products and services that will satisfy customer demands for convenience as well as to create additional efficiencies
in our operations as we continue to grow and expand our market area. Many of our larger competitors have substantially
greater resources to invest in technological improvements. As a result, they may be able to offer additional or superior
products to those that we will be able to offer, which would put us at a competitive disadvantage. Accordingly, we cannot
provide you with assurance that we will be able to effectively implement new technology-driven products and services or be
successful in marketing such products and services to our customers.
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Issues with the use of artificial intelligence in our marketplace may result in reputational harm or liability, or could
otherwise adversely affect the Company’s business.
Artificial intelligence, including generative artificial intelligence, is or may be enabled by or integrated into the
Company’s products or those developed by its third party partners. As with many developing technologies, artificial
intelligence presents risks and challenges that could affect its further development, adoption, and use, and therefore our
business. Artificial intelligence algorithms may be flawed, for example datasets may contain biased information or otherwise
be insufficient, and inappropriate or controversial data practices could impair the acceptance of artificial intelligence solutions
and result in burdensome new regulations. If the analyses that products incorporating artificial intelligence assist in producing
for the Company or its third party partners are deficient, biased or inaccurate, the Company could be subject to competitive
harm, potential legal liability and brand or reputational harm. The use of artificial intelligence may also present ethical issues.
If the Company or its third party partners offer artificial intelligence enabled products that are controversial because of their
purported or real impact on human rights, privacy, or other issues, the Company may experience competitive harm, potential
legal liability and brand or reputational harm. In addition, the Company expects that governments will continue to assess and
implement new laws and regulations concerning the use of artificial intelligence, which may affect or impair the usability or
efficiency of products and services and those developed by the Company’s third party partners.
Attractive acquisition opportunities may not be available to us in the future.
We expect that other banking and financial service companies, many of which have significantly greater resources
than us, will compete with us in acquiring other financial institutions if we pursue such acquisitions. This competition could
increase prices for potential acquisitions that we believe are attractive. Also, acquisitions are subject to various regulatory
approvals. If we fail to receive the appropriate regulatory approvals, we will not be able to consummate an acquisition that
we believe is in our best interests. Among other things, our regulators consider our capital, liquidity, profitability, regulatory
compliance and levels of goodwill and intangibles when considering acquisition and expansion proposals. Any acquisition
could be dilutive to our earnings and stockholders' equity per share of our common stock.
Our community banking strategy relies heavily on our management team, and the unexpected loss of key managers
may adversely affect our operations.
Much of our success to date has been influenced strongly by our ability to attract and to retain senior management
experienced in banking and financial services and familiar with the communities in our market area. Our ability to retain
executive officers, the current management teams, branch managers and loan officers will continue to be important to the
successful implementation of our strategy. It is also critical, as we grow, to be able to attract and retain qualified additional
management and loan officers with the appropriate level of experience and knowledge about our market area to implement
our community-based operating strategy. The unexpected loss of services of any key management personnel, or the inability
to recruit and retain qualified personnel in the future, could have an adverse effect on our business, financial condition and
results of operations.
Labor shortages and failure to attract and retain qualified employees could negatively impact our business, results of
operations and financial condition.
A number of factors may adversely affect the labor force available to us or increase labor costs, including high
employment levels, and decreased labor force size and participation. Although we have not experienced any
material labor shortage to date, we have recently observed an overall tightening and increasingly competitive local labor
market. As of December 31, 2023, Kansas's unemployment rate was 2.8%. A sustained labor shortage or increased turnover
rates within our employee base could lead to increased costs, such as increased compensation expense to attract and retain
employees.
In addition, if we are unable to hire and retain employees capable of performing at a high-level, or if mitigation
measures we may take to respond to a decrease in labor availability have unintended negative effects, our business could be
adversely affected. An overall labor shortage, lack of skilled labor, increased turnover or labor inflation, could have a material
adverse impact on our operations, results of operations, liquidity or cash flows.
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The occurrence of fraudulent activity, breaches or failures of our information security controls or cybersecurity-
related incidents could have a material adverse effect on our business, financial condition, results of operations and
growth prospects.
As a bank, we are susceptible to fraudulent activity, information security breaches and cybersecurity-related
incidents that may be committed against us or our clients, which may result in financial losses or increased costs to us or our
clients, disclosure or misuse of our information or our client information, misappropriation of assets, privacy breaches against
our clients, litigation or damage to our reputation. Such fraudulent activity may take many forms, including check fraud,
electronic fraud, wire fraud, phishing, social engineering and other dishonest acts. Information security breaches and
cybersecurity-related incidents may include fraudulent or unauthorized access to systems used by us or our clients, denial or
degradation of service attacks and malware or other cyber-attacks.
In recent periods, there continues to be a rise in electronic fraudulent activity, security breaches and cyber-attacks
within the financial services industry, especially in the commercial banking sector due to cyber criminals targeting
commercial bank accounts. Moreover, several large corporations, including financial institutions and retail companies, have
suffered major data breaches, in some cases exposing not only confidential and proprietary corporate information, but also
sensitive financial and other personal information of their customers and employees and subjecting them to potential
fraudulent activity. Some of our clients may have been affected by these breaches, which could increase their risks of identity
theft and other fraudulent activity that could involve their accounts with us.
Information pertaining to us and our clients is maintained, and transactions are executed, on networks and systems
maintained by us and certain third party partners, such as our online banking, mobile banking or accounting systems. The
secure maintenance and transmission of confidential information, as well as execution of transactions over these systems, are
essential to protect us and our clients against fraud and security breaches and to maintain the confidence of our clients.
Breaches of information security also may occur through intentional or unintentional acts by those having access to our
systems or the confidential information of our clients, including employees. In addition, increases in criminal activity levels
and sophistication, advances in computer capabilities, new discoveries, vulnerabilities in third party technologies (including
browsers and operating systems) or other developments could result in a compromise or breach of the technology, processes
and controls that we use to prevent fraudulent transactions and to protect data about us, our clients and underlying transactions,
as well as the technology used by our clients to access our systems. Our third party partners’ inability to anticipate, or failure
to adequately mitigate, breaches of security could result in a number of negative events, including losses to us or our clients,
loss of business or clients, damage to our reputation, the incurrence of additional expenses, disruption to our business,
additional regulatory scrutiny or penalties or our exposure to civil litigation and possible financial liability, any of which
could have a material adverse effect on our business, financial condition, results of operations and growth prospects.
We depend on information technology and telecommunications systems of third parties, and any systems failures,
interruptions or data breaches involving these systems could adversely affect our operations and financial condition.
Our business is highly dependent on the successful and uninterrupted functioning of our information technology and
telecommunications systems, third party servicers, accounting systems, mobile and online banking platforms and financial
intermediaries. We outsource to third parties many of our major systems, such as data processing and mobile and online
banking. The failure of these systems, or the termination of a third party software license or service agreement on which any
of these systems is based, could interrupt our operations. Because our information technology and telecommunications
systems interface with and depend on third party systems, we could experience service denials if demand for such services
exceeds capacity or such third party systems fail or experience interruptions. A system failure or service denial could result
in a deterioration of our ability to process loans or gather deposits and provide customer service, compromise our ability to
operate effectively, result in potential noncompliance with applicable laws or regulations, damage our reputation, result in a
loss of customer business or subject us to additional regulatory scrutiny and possible financial liability, any of which could
have a material adverse effect on business, financial condition, results of operations and growth prospects. In addition, failures
of third parties to comply with applicable laws and regulations, or fraud or misconduct on the part of employees of any of
these third parties, could disrupt our operations or adversely affect our reputation.
It may be difficult for us to replace some of our third party vendors, particularly vendors providing our core banking
and information services, in a timely manner if they are unwilling or unable to provide us with these services in the future for
any reason and even if we are able to replace them, it may be at higher cost or result in the loss of customers. Any such events
could have a material adverse effect on our business, financial condition, results of operations and growth prospects.
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Our operations rely heavily on the secure processing, storage and transmission of information and the monitoring of
a large number of transactions on a minute-by-minute basis, and even a short interruption in service could have significant
consequences. We also interact with and rely on retailers, for whom we process transactions, as well as financial
counterparties and regulators. Each of these third parties may be targets of the same types of fraudulent activity, computer
break-ins and other cyber security breaches described above, and the cyber security measures that they maintain to mitigate
the risk of such activity may be different than our own and may be inadequate.
As a result of financial entities and technology systems becoming more interdependent and complex, a cyber-
incident, information breach or loss, or technology failure that compromises the systems or data of one or more financial
entities could have a material impact on counterparties or other market participants, including ourselves. As a result of the
foregoing, our ability to conduct business may be adversely affected by any significant disruptions to us or to third parties
with whom we interact.
We are subject to certain operational risks, including, but not limited to, customer or employee fraud, losses related
to our depositors and data processing system failures and errors.
Employee errors and misconduct could subject us to financial losses or regulatory sanctions and seriously harm our
reputation. Misconduct by our employees could include hiding unauthorized activities from us, improper or unauthorized
activities on behalf of our customers or improper use of confidential information. It is not always possible to prevent employee
errors and misconduct, and the precautions we take to prevent and detect this activity may not be effective in all cases.
Employee errors could also subject us to financial claims for negligence. We are also subject to losses related to our
depositors, whether due to simple errors or mistakes, circumvention of controls, or unauthorized override of controls by our
employees, other financial institutions or other third parties.
We maintain a system of internal controls and insurance coverage to mitigate against operational risks, including
data processing system failures and errors and customer or employee fraud. Should our internal controls fail to prevent or
detect an occurrence, or if any resulting loss is not insured or exceeds applicable insurance limits, it could have a material
adverse effect on our business, financial condition and results of operations.
Our framework for managing risks may not be effective in mitigating risk and loss to us.
Our risk management framework seeks to mitigate risk and loss to us. We have established processes and procedures
intended to identify, measure, monitor, report and analyze the types of risk to which we are subject, including liquidity risk,
credit risk, market risk, interest rate risk, operational risk, compensation risk, legal and compliance risk, cyber risk, and
reputational risk, among others. However, as with any risk management framework, there are inherent limitations to our risk
management strategies as there may exist, or develop in the future, risks that we have not appropriately anticipated or
identified. Our ability to successfully identify and manage risks facing us is an important factor that can significantly impact
our results. If our risk management framework proves ineffective, we could suffer unexpected losses and could be materially
adversely affected.
Financial services companies depend on the accuracy and completeness of information about customers and
counterparties.
In deciding whether to extend credit or enter into other transactions, we may rely on information furnished by or on
behalf of customers and counterparties, including financial statements, credit reports and other financial information. We
may also rely on representations of those customers, counterparties or other third parties, such as independent auditors, as to
the accuracy and completeness of that information. Reliance on inaccurate or misleading financial statements, credit reports
or other financial information could have a material adverse impact on our business, financial condition and results of
operations.
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Liquidity and Capital Risks
Our growth or future losses may require us to raise additional capital in the future, but that capital may not be
available when it is needed.
We are required by federal and state regulatory authorities to maintain adequate levels of capital to support our
operations. We anticipate that our existing capital resources will satisfy our capital requirements for the foreseeable future.
However, we may at some point need to raise additional capital to support continuing growth. Our ability to raise additional
capital is particularly important to our strategy of growth through acquisitions. Our ability to raise additional capital depends
on conditions in the capital markets, economic conditions and a number of other factors, including investor perceptions
regarding the banking industry, market conditions and governmental activities, and on our financial condition and
performance. In particular, if we were required to raise additional capital in the current interest rate environment, we believe
the pricing and other terms investors may require in such an offering may not be attractive to us. Accordingly, we cannot
assure you of our ability to raise additional capital if needed on terms acceptable to us. If we cannot raise additional capital
when needed, our ability to further expand our operations through internal growth and acquisitions could be materially
impaired.
Risks Related to our Common Stock
There can be no assurances concerning continuing dividend payments.
Our common stockholders are only entitled to receive the dividends declared by our Board of Directors. Although
we have historically paid quarterly dividends on our common stock and an annual 5% stock dividend, there can be no
assurances that we will be able to continue to pay regular quarterly dividends or an annual stock dividend or that any dividends
we do declare will be in any particular amount. The primary source of money to pay our cash dividends comes from dividends
paid to the Company by the Bank. The Bank’s ability to pay dividends to the Company is subject to, among other things, its
earnings, financial condition and applicable regulations, which in some instances limit the amount that may be paid as
dividends. In addition, the Company and the Bank are required to maintain a capital conservation buffer of 2.5% of Common
Equity Tier 1 Capital on top of minimum risk-weighted asset ratios to pay dividends without additional restrictions.
Failure to pay interest on our debt may adversely impact our ability to pay dividends.
Our $21.7 million of subordinated debentures are held by three business trusts that we control. Interest payments on
the debentures must be paid before we pay dividends on our capital stock, including our common stock. We have the right to
defer interest payments on the debentures for up to 20 consecutive quarters. However, if we elect to defer interest payments,
all deferred interest must be paid before we may pay dividends on our capital stock. Deferral of interest payments could also
cause a decline in the market price of our common stock.
There is a limited trading market for our common shares, and you may not be able to resell your shares at or above
the price you paid for them.
Although our common shares are listed for trading on the Nasdaq Global Market under the symbol “LARK,” the
trading in our common shares has substantially less liquidity than many other publicly traded companies. A public trading
market having the desired characteristics of depth, liquidity and orderliness depends on the presence in the market of willing
buyers and sellers of our common shares at any given time. This presence depends on the individual decisions of investors
and general economic and market conditions over which we have no control. We cannot assure you that volume of trading in
our common shares will increase in the future.
The stock market can be volatile, and fluctuations in our operating results and other factors could cause our stock
price to decline.
The stock market has experienced, and may continue to experience, fluctuations that significantly impact the market
prices of securities issued by many companies. Market fluctuations could adversely affect our stock price. These fluctuations
have often been unrelated or disproportionate to the operating performance of particular companies. These broad market
fluctuations, as well as general economic, systemic, political and market conditions, such as recessions, loss of investor
confidence, interest rate changes, tariffs, government shutdowns, Brexit, or international currency fluctuations, may
45
negatively affect the market price of our common stock. Moreover, our operating results may fluctuate and vary from period
to period due to the risk factors set forth herein. As a result, period-to-period comparisons should not be relied upon as an
indication of future performance. Our stock price could fluctuate significantly in response to our quarterly or annual results,
annual projections and the impact of these risk factors on our operating results or financial position.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None
ITEM 1C. CYBERSECURITY
Risk Management and Strategy. The Company relies extensively on various information systems and other
electronic resources to operate its business. In addition, nearly all of the Company’s customers, service providers and other
business partners on whom the Company depends, including the providers of the Company’s online banking, mobile banking
and accounting systems, use these systems and their own electronic information systems. Any of these systems can be
compromised, including by employees, customers and other individuals who are authorized to use them, and bad actors using
sophisticated and constantly evolving set of software, tools and strategies to do so.
Accordingly, the Company has devoted significant resources to assessing, identifying and managing risks associated
with cybersecurity threats, as noted below:
•
•
Identifying and assessing cybersecurity threats: The Company regularly evaluates its systems and data for
potential vulnerabilities and analyzes the evolving cyber threat landscape, to ensure it proactively addresses risks
before they materialize. The Company employs monitoring tools that can detect and help respond to
cybersecurity threats in real-time.
Integration with Overall Risk Management: Cybersecurity risks are seamlessly integrated into the Company’s
broader risk management framework, ensuring a holistic view and prioritized mitigation strategies.
• Management of Third-Party Risk: The Company’s comprehensive third-party management process includes
rigorous due diligence, oversight and identification of cybersecurity risks associated with vendors and service
providers.
• Team: The Company has an internal committee that is responsible for conducting regular assessments of its
information systems, existing controls, vulnerabilities and potential improvements.
• Engagement of Expert Assistance: The Company leverages the expertise of independent consultants, legal
advisors, and audit firms to evaluate the effectiveness of our risk management systems and address potential
cybersecurity incidents efficiently.
• Training: The Company conducts periodic cybersecurity training for its workforce.
This information security program is a key part of the Company’s overall risk management system. The program
includes administrative, technical and physical safeguards to help protect the security and confidentiality of customer records
and information. These security and privacy policies and procedures are in effect across all of the Company’s businesses and
geographic locations.
From time-to-time, the Company has identified cybersecurity threats and cybersecurity incidents that require the
Company to make changes to its processes and to implement additional safeguards. While none of these identified threats or
incidents have materially affected the Company, it is possible that threats and incidents the Company identifies in the future
could have a material adverse effect on its business strategy, results of operations and financial condition.
46
Governance. The Company’s management team is responsible for the day-to-day management of cybersecurity risks
it faces, including the Company’s Chief Executive Officer and Chief Financial Officer.
In addition, the Company’s and the Bank's boards of directors, both as a whole and through the Bank’s Enterprise
Risk Management Committee (“ERM”) is responsible for the oversight of risk management, including cybersecurity risks.
In that role, the boards of directors and the ERM, with support from the Bank’s cybersecurity advisors, are responsible for
ensuring that the risk management processes designed and implemented by management are adequate and functioning as
designed.
ITEM 2. PROPERTIES
The Company has 31 offices in 24 communities across Kansas: Manhattan (2), Auburn, Dodge City (2), Fort Scott
(2), Garden City, Great Bend (2), Hoisington, Iola, Junction City, Kincaid, LaCrosse, Lawrence (2), Lenexa, Louisburg,
Mound City, Osage City, Osawatomie, Overland Park (2), Paola, Pittsburg, Prairie Village, Topeka (2), Wamego and
Wellsville, Kansas. The Company has opened a loan production office in Missouri. The Company owns its main office in
Manhattan, Kansas and 27 branch offices and leases three branch offices. The Company leases the branch offices in Topeka,
Wamego and Prairie Village, Kansas and one loan production office in Kansas City, Missouri. The Company also leases a
parking lot for one of the Dodge City branch offices it owns.
ITEM 3. LEGAL PROCEEDINGS
There are no material pending legal proceedings to which the Company or the Bank is a party or of which any of
their property is subject, other than ordinary routine litigation incidental to the Bank’s business. While the ultimate outcome
of current legal proceedings cannot be predicted with certainty, it is the opinion of management that the resolution of these
legal actions should not have a material effect on the Company’s consolidated financial position or results of operations.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
47
PART II.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
Our common stock has traded on the Nasdaq Global Market under the symbol "LARK" since 2001. At December
31, 2023, the Company had approximately 277 common shareholders of record and approximately 2,137 beneficial owners
of our common stock.
In January 2024, we declared our 90th consecutive cash quarterly dividend of $0.21 per share. We also distributed a
5% stock dividend for the 23rd consecutive year in December 2023. As adjusted for the stock dividend, the quarterly cash
dividends were $0.20 per share in 2023. We currently have no plans to change our dividend strategy given our current capital
and liquidity positions.
Period
Total number of
shares purchased
Average
price paid
per share
Total number of shares
purchased as part of
publicly announced
plans
Maximum number of
shares that may yet be
purchased under the
plans
October 1-31, 2023
-
$ -
-
November 1-30, 2023
-
-
-
December 1-31, 2023
3,812 19.58 3,812
Total
3,812 $ 19.58 3,812
178,496
178,496
174,684
174,684
In March 2020, our Board of Directors approved a stock repurchase plan, permitting us to repurchase up to 225,890
shares (“March 2020 Repurchase Program”). As of December 31, 2023, there were 174,684 shares remaining to repurchase
under the March 2020 Repurchase Program. Unless terminated earlier by resolution of the Board of Directors, the March
2020 Repurchase Program will expire when we have repurchased all shares authorized for repurchase thereunder.
ITEM 6. [RESERVED]
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
Forward-Looking Statements
This document (including information incorporated by reference) contains, and future oral and written statements
by us and our management may contain, forward-looking statements, within the meaning of such term in the Private Securities
Litigation Reform Act of 1995, with respect to our financial condition, results of operations, plans, objectives, future
performance and business. Forward-looking statements, which may be based upon beliefs, expectations and assumptions of
our 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 we undertake no obligation to update any statement in light of new information or future events.
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 operations and future prospects by us and our subsidiaries include, but are not limited to,
the following:
• The effects of changes in interest rates (including the effects of changes in the rate of prepayments of our assets) and
the policies of the Federal Reserve including on our net interest income and the value of our security portfolio.
48
• The strength of the United States economy in general and the strength of the local economies in which we conduct
our operations, including the effects of inflationary pressures and supply chain constraints on such economies, 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 effects of recent developments and events in the financial services industry, including the large-scale deposit
withdrawals over a short period of time at Silicon Valley Bank, Signature Bank and First Republic Bank that resulted
in the failure of those institutions;
• The economic impact of past and any future terrorist attacks, acts of war, including Israeli-Palestinian conflict and
the Russian invasion of Ukraine, 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,
consumer protection, insurance, tax, trade and monetary and financial matters.
• Our ability to compete with other financial institutions 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.
• Technological changes implemented by us and by other parties, including third-party vendors, which may be more
difficult to implement 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.
• The effectiveness of our risk management framework.
• The occurrence of fraudulent activity, breaches or failures of our information security controls or cybersecurity-
related incidents and our ability to identify and address such incidents.
•
Interruptions involving our information technology and telecommunications systems or third-party servicers.
• Changes in and uncertainty related to the availability of benchmark interest rates used to price our loans and deposits,
including the expected elimination of LIBOR and the development of a substitute.
• The effects of severe weather, natural disasters, widespread disease or pandemics (including the COVID-19
pandemic), and other external events.
• 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.
• Our ability to successfully integrate acquired businesses and future growth.
• 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
FASB.
• Our ability to effectively manage our credit risk.
• Our ability to forecast probable credit losses and maintain an adequate allowance for credit losses.
• The effects of declines in the value of our investment portfolio.
• Our ability to raise additional capital if needed.
• The effects of declines in real estate markets.
• The effects of fraudulent activity on the part of our employees, customers, vendors, or counterparties.
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 “Item 1A. Risk Factors.”
CORPORATE PROFILE AND OVERVIEW
Landmark Bancorp, Inc. is a financial 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 and in the insurance business
through its wholly-owned subsidiary, Landmark Risk Management, Inc. The Company is listed on the Nasdaq Global Market
under the symbol “LARK.” The Bank is dedicated to providing quality financial and banking services to its local
communities. Our strategy includes continuing a tradition of quality assets while growing our commercial, commercial real
49
estate and agriculture loan portfolios. We are committed to developing relationships with our borrowers and providing a total
banking service.
The Bank is principally engaged in the business of attracting deposits from the general public and using such
deposits, together with borrowings and other funds, to originate one-to-four family residential real estate, construction and
land, commercial real estate, commercial, agriculture, municipal and consumer loans. Although not our primary business
function, we do invest in certain investment and mortgage-related securities using deposits and other borrowings as funding
sources.
Our results of operations depend generally 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, gains from the sale of newly originated loans and gains or losses on investments, and certain other non-interest
related items. Our principal operating expenses, aside from interest expense, consist of, among others, compensation and
employee benefits, occupancy costs, professional fees, amortization of intangibles expense, federal deposit insurance costs,
data processing expenses and provision for credit losses.
We are significantly impacted by prevailing economic conditions including federal monetary and fiscal policies and
federal regulations of financial institutions. The Bank’s markets have been impacted by the COVID-19 pandemic, which has
had and continues to have a complex and significant impact on the economy. Deposit balances are influenced by numerous
factors such as competing investments, the level of 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.
Currently, our business consists of ownership of the Bank, with its main office in Manhattan, Kansas and thirty one
additional offices in central, eastern, southeast and southwest Kansas and Missouri, and our ownership of Landmark Risk
Management, Inc. Landmark Risk Management, Inc. is a Nevada-based captive insurance company.
CRITICAL ACCOUNTING POLICIES
Critical accounting policies are those that 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 credit losses and business combinations, both of which involve significant judgment by our management.
On January 1, 2023, we adopted CECL, which changed our allowance for credit losses from an incurred loss
methodology to an expected loss methodology. The CECL model is subject to changes in our economic forecast, which can
impact the calculation of our allowance for credit losses substantially. Our most significant critical accounting estimates relate
to the allowance for credit losses on loans, which involve significant judgment by our management. The analysis is updated
on a quarterly basis based on historical loss information adjusted for current conditions and reasonable and supportable
forecasts. Additionally, the Company considers changes in economic and business conditions, changes in policies, procedures
and underwriting, changes in management or staff and their related experience, changes in nature and volume of the portfolio,
changes in loan review, changes in collateral values, changes in past due and nonaccrual loans, changes in competition, legal
and regulatory issues, changes in concentrations and other qualitative factors, which impacts the estimate of future credit
losses. These qualitative factors comprise a significant portion of the Company’s allowance for credit losses. Based on a
sensitivity analysis of all collectively evaluated loan pools, a five basis point change in the qualitative risk factors across all
loan categories would result in an increase or decrease of $474,000, or 4.5%, in the allowance for credit losses as of December
31, 2023. See Note 1 Summary of Significant Accounting Policies for a more detailed description methodology and impact
of adoption.
We have completed several business and asset acquisitions since 2002, which have generated significant amounts
of goodwill. The initial value assigned to goodwill is the residual of the purchase price over the fair value of all identifiable
tangible and intangible assets acquired and liabilities assumed. Goodwill is not amortized; however, it is tested for impairment
at each calendar year end or more frequently when events or circumstances dictate. The Company performed a qualitative
50
assessment of factors to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying
amount as of December 31, 2023. This assessment included a review of macroeconomic conditions, industry and market
specific considerations and other relevant factors including the Company’s market capitalization, with control premiums and
valuation multiples, compared to recent financial industry acquisition multiples for similar institutions to estimate the fair
value of the Company’s single reporting unit. The Company’s qualitative impairment test indicated that its goodwill was not
impaired. The Company can make no assurances that future impairment tests will not result in goodwill impairments.
COMPARISON OF OPERATING RESULTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND DECEMBER
31, 2022
SUMMARY OF PERFORMANCE. Net earnings for 2023 increased $2.4 million, or 23.9%, to $12.2 million as
compared to $9.9 million for 2022. The increase in net earnings during 2023 was primarily related to an increase in interest
income due to an increase in average interest earning assets and higher yields on those assets. The increase in assets was due
primarily to our acquisition of Freedom Bank on October 1, 2022 and organic growth. Higher interest rates and average
balances of interest bearing liabilities also increased our interest expense. The acquisition of Freedom Bank also contributed
to an increase in non-interest expense in 2023.
We distributed a 5% stock dividend for the 23rd consecutive year in December 2023. All per share and average
share data in this section reflect the 2023 and 2022 stock dividends.
INTEREST INCOME. Interest income for 2023 increased $21.5 million to $64.7 million, an increase of 49.6% as
compared to 2022. Interest income on loans increased $18.3 million, or 54.6%, to $51.8 million for 2023, as compared to
2022 due to higher yields and average balances. Our yields increased from 4.77% in 2022 to 5.81% in 2023. The increase in
interest income on loans was also driven by an increase in average loan balances, which increased from $702.2 million in
2022 to $891.5 million in 2023. Interest income on investment securities increased $3.3 million, or 34.5%, to $12.7 million
during 2023, as compared to 2022. The increase in interest income on investment securities was primarily the result of
increased yields on investment securities, which increased from 2.15% in 2022 to 2.76% in 2023. Also contributing to the
increase in interest income on investment securities was an increase in the average balances of investment securities, which
increased from $474.7 million in 2022 to $486.3 million in 2023. Higher market interest rates have positively impacted the
yield on our loans and investment securities.
INTEREST EXPENSE. Interest expense during 2023 increased $17.0 million, or 392.2%, to $21.4 million as
compared to 2022. Interest expense on interest-bearing deposits increased $12.5 million to $15.3 million for 2023 as
compared to $2.8 million in 2022. Our total cost of interest-bearing deposits increased from 0.35% during 2022 to 1.71%
during 2023 as a result of higher rates and increased competition for deposits. Also contributing to the increase in interest
expense was an increase in average interest-bearing deposit balances, which increased from $804.1 million in 2022 to $892.4
million in 2023, largely resulting from the acquisition of Freedom Bank. Interest expense on borrowings increased $4.6
million to $6.1 million during 2023, as compared to 2022, due to an increase in our average borrowings, which increased
from $50.0 million in 2022 to $114.2 million in 2023. Also contributing to the increase in interest expense on borrowings
were higher rates, which increased from 3.14% in 2022 to 5.37% in 2023. Higher market interest rates have negatively
impacted our cost of interest-bearing deposits and borrowings.
NET INTEREST INCOME. Net interest income represents the difference between income derived from interest-
earning assets and the expense incurred on interest-bearing liabilities. Net interest income is affected by both the difference
between the rates of interest earned on interest-earnings assets and the rates paid on interest-bearing liabilities (“interest rate
spread”) as well as the relative amounts of interest-earning assets and interest-bearing liabilities.
During 2023, net interest income increased $4.4 million, or 11.3%, to $43.3 million compared to $38.9 million in
2022. The increase in net interest income was primarily a result of an increase in interest income on loans and investments,
partially offset by higher interest expense. The accretion of purchase accounting adjustments increased net interest income
by $993,000 in 2023 compared to $460,000 in 2022. The increase was primarily related to fair value adjustments on loans
acquired in the Freedom Bank transaction. Compared to the same period last year, the increase in interest rates raised the
yields on our interest-earning assets and the cost of our interest-bearing liabilities. Our net interest margin, on a tax-equivalent
basis, decreased to 3.17% during 2023 from 3.21% during 2022. Continued increases in interest rates may not result in a
higher net interest margin as a result of increased competition for loans and deposits and the impact of a negative sloping
yield curve. Additionally, deposit balances may decline resulting in the need for higher cost funding.
51
PROVISION FOR CREDIT LOSSES. On January 1, 2023, we adopted CECL and established an allowance for
credit losses (“ACL”) based on this framework. The ACL is based on the historical loss rates and the weighted average
remaining maturity for financial assets measured at amortized costs including loans, investment securities and unfunded loan
commitments. The historical loss rates are adjusted to reflect reasonable and supportable forecasts to estimate expected credit
losses over the life of the financial asset.
During 2023, we recorded a $349,000 provision for credit losses compared to no provision for credit losses in 2022.
The $349,000 provision for credit losses during 2023 consisted of a $250,000 provision to the allowance for credit losses on
loans, $80,000 to unfunded loan commitments and $19,000 to the allowance for credit losses on held-to-maturity investment
securities. We recorded net loan recoveries of $44,000 during 2023 compared to net loan recoveries of $16,000 during 2022.
NON-INTEREST INCOME. Total non-interest income was $13.2 million in 2023, a decrease of $470,000, or
3.4%, compared to 2022. The decrease in non-interest income was primarily the result of a decrease of $1.2 million in gains
on sales of one-to-four family residential real estate loans as higher interest rates and low housing inventories reduced
originations of these loans, which are typically sold in the secondary market. However, higher mortgage rates did result in
increased originations of adjustable-rate loans in 2023, which are maintained in our one-to-four family residential loan
portfolio. Also contributing to the decrease in non-interest income was an increase in losses on sales of investment securities,
which increased to $1.2 million in 2023 compared $1.1 million in 2022. Partially offsetting those decreases were increases
of $569,000 in fees and service charges and $133,000 in bank owned life insurance. These increases were primarily related
to the Freedom Bank acquisition. Additionally, other non-interest income increased by $146,000 from 2022 to 2023, primarily
due to an increase in lease income associated with part of a branch facility that was vacant in the 2022.
NON-INTEREST EXPENSE. Non-interest expense increased $713,000, or 1.7%, to $42.0 million in 2023
compared to $41.3 million in 2022. The increase in non-interest expense in 2023 compared to 2022 was mainly due to higher
compensation and benefits, occupancy and equipment and data processing due to the acquisition of Freedom Bank. Also
contributing to the increases were higher amortization costs associated with the purchase accounting entries related to the
acquisition. Professional fees increased due higher consulting costs and audit fees. Offsetting those increases was a $3.4
million decrease in acquisition costs associated with the acquisition of Freedom Bank.
INCOME TAXES. We recorded income tax expense of $2.0 million in 2023 compared to $1.4 million in 2022.
The effective tax rate increased from 12.7% in 2022 to 13.8% in 2023, primarily due to higher earnings before income taxes.
During 2023, we recognized $517,000 of previously unrecognized tax benefits compared to $465,000 during 2022, which
reduced the effective tax rates in both years.
FINANCIAL CONDITION. Economic conditions in the United States continue to be stagnant during 2023 as
elevated inflation levels and higher interest rates continued to impact the economy. The increase in interest rates has impacted
financial institutions resulting in higher costs of funding and lower fair values for investment securities. Three large regional
banks have been closed by the Federal Deposit Insurance Corporation (FDIC) mainly due to liquidity concerns, resulting
from interest rate risk issues and large concentrations of uninsured corporate deposits. The liquidity issues faced by these
banks related to their operations and business strategies which were different than our business model. We maintain strong
capital and liquidity, and a stable, conservative deposit portfolio with a majority of our deposits being retail-based and FDIC
insured. We spend significant time each month monitoring our interest rate and concentration risks through our asset/liability
management and lending strategies that involve a relationship-based banking model offering stability and consistency. The
State of Kansas and the geographic markets in which the Company operates were also impacted by these economic
headwinds. Supply chain constraints, labor shortages and geopolitical events have contributed to the rising inflation levels
which are impacting all areas of the economy both nationally and locally. While nationally commercial real estate has been
negatively impacted by higher interest rates and vacancies, the Company’s markets have not been impacted as much as other
areas of the United States. Our allowance for credit losses included estimates of the economic impact of these conditions and
other qualitative factors on our loan portfolio. However, our loan portfolio is diversified across various types of loans and
collateral throughout the markets in which we operate. Aside from a few problem loans that management is working to
resolve, our asset quality has remained strong over the past few years. While further increases in problem assets may arise,
management believes its efforts to run a high quality financial institution with a sound asset base will continue to create a
strong foundation for continued growth and profitability in the future.
52
ASSET QUALITY AND DISTRIBUTION. Our primary investing activities are the origination of one-to-four
family residential real estate, construction and land, commercial real estate, commercial, agriculture, municipal and consumer
loans and the purchase of investment securities. Total assets increased $58.8 million, or 3.9%, to $1.6 billion at December
31, 2023, compared to $1.5 billion at December 31, 2022. Net loans, excluding loans held for sale, increased $96.5 million,
or 11.5%, to $937.6 million at December 31, 2023, compared to $841.1 million at December 31, 2022. Investment securities
available-for-sale decreased $36.5 million, or 7.5%, from $489.3 million at December 31, 2022 to $452.8 million at December
31, 2023.
The allowance for credit losses is established through a provision for credit losses based on our economic
projections. At December 31, 2023, our allowance for credit losses on loans totaled $10.6 million, or 1.12% of gross loans
outstanding, compared to $8.8 million, or 1.03% of gross loans outstanding, at December 31, 2022. The increase in our
allowance for credit losses on loans as a percentage of gross loans outstanding was primarily due to the adoption of CECL
on January 1, 2023.
As of December 31, 2023 and 2022, approximately $7.5 million and $13.0 million, respectively, of loans were
considered classified and assigned a risk rating of special mention, substandard or doubtful. These ratings indicate that the
loans identified as potential problem loans have more than normal risk which raised doubts as to the ability of the borrower
to comply with present loan repayment terms. Even though these borrowers were experiencing moderate cash flow problems
as well as some deterioration in collateral value, management believed the general allowance was sufficient to cover all
expected future losses expected in the loan portfolio at the balance sheet date.
Loans past due 30-89 days and still accruing interest totaled $1.6 million, or 0.17% of gross loans, at December 31,
2023, compared to $738,000, or 0.09% of gross loans, at December 31, 2022. At December 31, 2023, $2.4 million of loans
were on non-accrual status, or 0.25% of gross loans, compared to $3.3 million, or 0.39% of gross loans, at December 31,
2022. Non-accrual loans consist of loans 90 or more days past due and certain impaired loans. There were no loans 90 days
delinquent and accruing interest at December 31, 2023 and 2022.
As part of our credit risk management, we continue to manage the loan portfolio to identify problem loans and have
placed additional emphasis on commercial real estate and construction and land relationships. We are working to resolve the
remaining problem credits or move the non-performing credits out of the loan portfolio. At December 31, 2023, we had
$928,000 of real estate owned compared to $934,000 at December 31, 2022. The decrease in real estate owned as of December
31, 2023 compared to December 31, 2022 was primarily due to a valuation allowance recorded against a residential real estate
property. As of December 31, 2023, real estate owned consisted of a commercial building, undeveloped land and three
residential real estate properties. The Company is currently marketing all of the remaining properties in real estate owned.
LIABILITY DISTRIBUTION. Our primary ongoing sources of funds are deposits, FHLB borrowings, 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 and economic conditions. We experienced an
increase of $15.6 million, or 1.2% in total deposits during 2023, to $1.3 billion at December 31, 2023, from $1.1 billion at
December 31, 2022. The increase in deposits was primarily due to higher balances of brokered deposits.
Total borrowings increased $30.8 million, or 45.1%, to $99.0 million at December 31, 2023, from $68.3 million at
December 31, 2022. The increase in borrowings was primarily due to funding loan growth.
Non-interest-bearing deposits at December 31, 2023, were $367.1 million, or 27.9% of deposits, compared to $410.1
million, or 31.5% of deposits, at December 31, 2022. Money market and checking accounts were 46.6% of our deposit
portfolio and totaled $613.6 million at December 31, 2023, compared to $626.7 million, or 48.2% of deposits, at December
31, 2022. Savings accounts decreased to $152.4 million, or 11.6% of deposits, at December 31, 2023, from $170.6 million,
or 13.1% of deposits, at December 31, 2022. Certificates of deposit totaled $183.2 million, or 13.9% of deposits, at December
31, 2023, compared to $93.3 million, or 7.2% of deposits, at December 31, 2022. Competition for deposits may affect our
ability to continue to increase deposit balances and could result in a decrease in our deposit balances in future periods.
Certificates of deposit at December 31, 2023, scheduled to mature in one year or less totaled $163.4 million.
Historically, maturing deposits have generally remained with the Bank, and we believe that a significant portion of the
deposits maturing in one year or less will remain with us upon maturity in some type of deposit account.
53
CASH FLOWS. During 2023, our cash and cash equivalents increased by $3.9 million. Our operating activities
provided net cash of $12.6 million in 2023, which is primarily the result of net earnings and sales of one-to-four family
residential mortgage loans. Our investing activities used net cash of $50.6 million during 2023, primarily to fund loan growth.
Our financing activities provided net cash of $42.0 million during 2023, primarily as a result of an increase in borrowings.
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 year. These
liquid assets totaled $484.8 million at December 31, 2023 and $521.5 million at December 31, 2022. During periods in which
we are not able to originate a sufficient amount of loans and/or periods of high principal prepayments, we generally increase
our liquid assets by investing in short-term, high-grade investments.
Liquidity management is both a daily and long-term function of our strategy. Excess funds are generally invested in
short-term investments. Excess funds are typically generated as a result of increased deposit balances, while uses of excess
funds are generally deposit withdrawals and loan advances. In the event we require funds beyond our ability to generate them
internally, additional funds are generally available through the use of brokered deposits, FHLB advances, a line of credit with
the FHLB, other borrowings or through sales of investment securities. At December 31, 2023, we had an outstanding balance
of $58.0 million against our line of credit with the FHLB. At December 31, 2023, we had collateral pledged to the FHLB that
would allow us to borrow $153.1 million, subject to FHLB credit requirements and policies. At December 31, 2023, we had
no borrowings through the Federal Reserve discount window, while our borrowing capacity with the Federal Reserve was
$60.7 million. We also have various other federal funds agreements, both secured and unsecured, with correspondent banks
totaling approximately $30.0 million in available credit under which we had no outstanding borrowings at December 31,
2023. At December 31, 2023, we had subordinated debentures totaling $21.7 million and $12.7 million of repurchase
agreements. At December 31, 2023, the Company had no borrowings against a $5.0 million line of credit from an unrelated
financial institution maturing on November 1, 2024, with an interest rate that adjusts daily based on the prime rate less 0.50%.
This line of credit has covenants specific to capital and other financial ratios, which the Company was in compliance with at
December 31, 2023. The Company also borrowed $6.6 million from the same unrelated financial institution at a fixed rate of
6.15%. This borrowing matures on September 1, 2027 and requires quarterly principal and interest payments. The original
balance of this borrowing was $10.0 million and was used to fund part of the acquisition of Freedom.
OFF-BALANCE SHEET ARRANGEMENTS. As a provider of financial services, we routinely issue financial
guarantees in the form of financial and performance standby letters of credit. Standby letters of credit are contingent
commitments issued by us generally to guarantee the payment or performance obligation of a customer to a third party. While
these standby letters of credit represent a potential outlay by us, a significant amount of the commitments may expire without
being drawn upon. We have recourse against the customer for any amount the customer is required to pay to a third party
under a standby letter of credit. The letters of credit are subject to the same credit policies, underwriting standards and
approval process as loans made by us. Most of the standby letters of credit are secured, and in the event of nonperformance
by the customers, we have the right to the underlying collateral, which could include commercial real estate, physical plant
and property, inventory, receivables, cash and marketable securities. The contract amount of these standby letters of credit,
which represents the maximum potential future payments guaranteed by us, was $1.6 million at December 31, 2023.
At December 31, 2023, we had outstanding loan commitments, excluding standby letters of credit, of $211.8 million.
We anticipate that sufficient funds will be available to meet current loan commitments. These commitments consist of
unfunded lines of credit and commitments to finance real estate loans.
CAPITAL. Current regulatory capital regulations require financial institutions (including banks and bank holding
companies) to meet certain regulatory capital requirements. The Company and the Bank are subject to the Basel III Rule that
implemented the Basel III regulatory capital reforms from the Basel Committee on Banking Supervision and certain changes
required by the Dodd-Frank Act. The Basel III Rule is applicable to all U.S. banks that are subject to minimum capital
requirements, as well as to bank and savings and loan holding companies other than “small bank holding companies”
(generally, non-public bank holding companies with consolidated assets of less than $3.0 billion).
54
The Basel III Rule requires a common equity Tier 1 capital to risk-weighted assets minimum ratio of 4.5%, a Tier 1
capital to risk-weighted assets minimum ratio of 6.0%, a Total Capital to risk-weighted assets minimum ratio of 8.0%, and a
Tier 1 leverage minimum ratio of 4.0%. A capital conservation buffer, equal to 2.5% common equity Tier 1 capital, is also
established above the regulatory minimum capital requirements (other than the Tier 1 leverage ratio). At December 31, 2023,
the Bank maintained a leverage ratio of 8.7% and a total risk-based capital ratio of 13.7%. As shown by the following table,
the Bank’s capital exceeded the minimum capital requirements in effect at December 31, 2023, including the capital
conservation buffers.
(dollars in thousands)
Leverage
Common Equity Tier 1 Capital
Tier 1 Capital
Total risk-based Capital
Actual
amount
$
134,422
134,422
134,422
144,468
Actual
percent
8.68%
12.74%
12.74%
13.70%
$
Minimum Minimum
percent(1)
amount
4.00%
7.00%
8.50%
10.50%
61,951
73,833
89,655
110,750
(1) The minimum required percent includes a capital conservation buffer of 2.5%.
Banks and bank holding companies are generally expected to operate at or above the minimum capital requirements.
The Company’s and the Bank’s ratios above are well in excess of regulatory minimums. As of December 31, 2023 and 2022,
the Company and the Bank also exceeded the "well capitalized" thresholds, which is the highest rating available. There are
no conditions or events that management believes have changed the Company’s and the Bank’s category as of the date of this
report. We have $21.7 million in trust preferred securities which, in accordance with current capital guidelines, have been
included in total risk-based capital as of December 31, 2023. Cash distributions on the securities are payable quarterly, are
deductible for income tax purposes and are included in interest expense in the consolidated financial statements.
DIVIDENDS
During the year ended December 31, 2023, we paid quarterly cash dividends of $0.20 per share to our stockholders,
as adjusted to give effect to 5% stock dividends, which we distributed for the 23th consecutive year in December 2023. The
2022 quarterly cash dividends were $0.19 per share as adjusted to give effect to 5% stock dividends.
The payment of dividends by any financial institution or its holding company is affected by the requirement to
maintain adequate capital pursuant to applicable capital adequacy guidelines and regulations. As described above, the Bank
exceeded its minimum capital requirements under applicable guidelines as of December 31, 2023. The National Bank Act
imposes limitations on the amount of dividends that a national bank may pay without prior regulatory approval. Generally,
the amount is limited to the bank's current year's net earnings plus the adjusted retained earnings for the three preceding years.
As of December 31, 2023, $12.9 million was available to be paid as dividends to the Company by the Bank without prior
regulatory approval.
Additionally, our ability to pay dividends is limited by the subordinated debentures associated with the trust preferred
securities that are held by three business trusts that we control. Interest payments on the debentures must be paid before we
pay dividends on our capital stock, including our common stock. We have the right to defer interest payments on the
debentures for up to 20 consecutive quarters. However, if we elect to defer interest payments, all deferred interest must be
paid before we may pay dividends on our capital stock.
EFFECTS OF INFLATION
Our consolidated financial statements and accompanying footnotes have been prepared in accordance with U.S.
generally accepted accounting principles (“GAAP”), which generally require the measurement of financial position and
operating results in terms of historical dollars without consideration for changes in the relative purchasing power of money
over time due to inflation. The impact of inflation can be found in the increased cost of our operations because our assets and
liabilities are primarily monetary, and interest rates have a greater impact on our performance than do the effects of inflation.
55
ITEM 7A. 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 decisions on pricing our assets and liabilities which impacts our 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.
In the past, 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 using
rates at December 31, 2023 and forecasting volumes for the twelve-month projection. This position is then subjected to a
shift in interest rates of 100, 200 and 300 basis points rising and 100 basis points falling with an impact to our net interest
income on a one-year horizon as follows:
Scenario
300 basis point rising
200 basis point rising
100 basis point rising
100 basis point falling
200 basis point falling
300 basis point falling
As of December 31, 2023
As of December 31, 2022
Dollar change in
net interest
income ($000’s)
($5,924)
Percent change
in net interest
income
(13.8%)
Dollar change in
net interest
income ($000’s)
($3,245)
Percent change
in net interest
income
(6.6%)
($4,012)
($2,122)
$17
($909)
($2,037)
(9.3%)
(4.9%)
0.0%
(2.1%)
(4.7%)
($2,218)
($1,215)
$747
$434
($67)
(4.5%)
(2.5%)
1.5%
90.0%
(0.1%)
ASSET/LIABILITY MANAGEMENT
Interest rate "gap" analysis is a common, though imperfect, measure of interest rate risk which measures the relative
dollar amounts of interest-earning assets and interest-bearing liabilities which reprice within a specific time period, either
through maturity or rate adjustment. The "gap" is the difference between the amounts of such assets and liabilities that are
subject to such repricing. A "positive" gap for a given period means that the amount of interest-earning assets maturing or
otherwise repricing within that period exceeds the amount of interest-bearing liabilities maturing or otherwise repricing
during that same period. In a rising interest rate environment, an institution with a positive gap would generally be expected,
absent the effects of other factors, to experience a greater increase in the yield of its assets relative to the cost of its liabilities.
Conversely, the cost of funds for an institution with a positive gap would generally be expected to decline less quickly than
the yield on its assets in a falling interest rate environment. Changes in interest rates generally have the opposite effect on an
institution with a "negative" gap.
The following is our "static gap" schedule. Loans include prepayment assumptions based on historical prepayment
speeds. Mortgage-backed securities include published prepayment assumptions, while all other investments assume no
prepayments.
Certificates of deposit reflect contractual maturities only. Money market, checking and savings accounts reprice
immediately in the first period. Borrowing reflects contractual repricing and maturities.
We have been successful in meeting the interest sensitivity objectives set forth in our policy. This has been
accomplished primarily by managing the assets and liabilities while maintaining our traditional high credit standards.
56
INTEREST-EARNING ASSETS AND INTEREST-BEARING LIABILITIES REPRICING SCHEDULE
("GAP" TABLE)
As of December 31, 2023
Interest-earning assets:
Investment securities
Loans
Total interest-earning assets
Interest-bearing liabilities:
Certificates of deposit
Money market and checking accounts
Savings accounts
Borrowed money
Total interest-bearing liabilities
3 months or less
3 to 12
months
1 to 5 years Over 5 years
Total
(Dollars in thousands)
$
4,805
228,622
233,427
$
32,340
192,229
224,569
$
$
$
236,365
431,353
667,718
$
$
$
$
91,903
613,613
152,381
79,241
937,138
71,536
-
-
14,201
85,737
19,713
-
-
5,585
25,298
$
$
$
$
$
182,814
96,452
279,266
$
2
-
-
-
$
2
$
456,324
948,656
1,404,980
$
$
183,154
613,613
152,381
99,027
1,048,175
$
Interest sensitivity gap per period
Cumulative interest sensitivity gap
$
(703,711)
(703,711)
$
138,832
(564,879)
$
642,420
77,541
$
279,264
356,805
$
356,805
Cumulative gap as a percent of
total interest-earning assets
Cumulative interest sensitive assets
as a percent of cumulative interest
sensitive liabilities
(50.09%)
(40.21%)
5.52%
25.40%
24.91%
44.78%
107.40%
134.04%
57
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Stockholders and the Board of Directors
Landmark Bancorp, Inc. and Subsidiaries
Manhattan, Kansas
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Landmark Bancorp, Inc. and Subsidiaries (the "Company")
as of December 31, 2023 and 2022, the related consolidated statements of earnings, comprehensive income, stockholders’
equity, and cash flows for each of the three years in the period ended December 31, 2023, and the related notes (collectively
referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the
financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for
each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted
in the United States of America.
Explanatory Paragraph - Change in Accounting Principle
As discussed in Note 1 to the financial statements, the Company has changed its method of accounting for credit losses in
2023 due to the adoption of Accounting Standards Codification Topic 326, Financial Instruments – Credit Losses (ASC Topic
326). The Company adopted the new credit loss standard using the modified retrospective method such that prior period
amounts are not adjusted and continue to be reported in accordance with previously applicable generally accepted accounting
principles.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion
on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public
Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the
Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and
Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether
due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial
statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included
examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also
included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the
overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that
was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that
are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The
communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole,
and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or
on the accounts or disclosures to which it relates.
Allowance for Credit Losses on Loans – Qualitative Factors
As described in Note 1 of the consolidated financial statements and the explanatory paragraph above, the Company adopted
ASC Topic 326 as of January 1, 2023 using the modified retrospective method. The allowance for credit losses on loans is a
58
valuation account that is deducted from the amortized costs basis of loans to present the net amount expected to be collected
on loans. The Company utilized a weighted average remaining maturity model to estimate the quantitative component of the
allowance for credit losses for loans. The quantitative model was adjusted with qualitative factors, including but not limited
to: changes in economic and business conditions, changes in policies, procedures and underwriting, changes in management
or staff and their related experience, changes in nature and volume of the portfolio, changes in loan review, changes in
collateral values, changes in past due and nonaccrual loans, changes in competition, legal and regulatory issues, changes in
concentrations and other qualitative factors that could affect credit losses.
We identified auditing the qualitative factors, at the date of adoption and subsequent periods as a critical audit matter as it
involved significant management judgment, which in turn led to a high degree of auditor judgment and subjectivity to evaluate
management’s determination and application of the qualitative factors.
The primary substantive audit procedures we performed to address this critical audit matter included:
• Testing the completeness and accuracy of internal data and the reliability and relevance of external data used as the
basis for the qualitative factors;
• Evaluating the reasonableness of management’s judgments related to the determination of the qualitative factors and
the accuracy of the resulting allocation of the allowance;
• Analytically evaluating the qualitative factors including the magnitude of the adjustments; and
• Tracing the allowance allocation from the qualitative factor analysis to the overall allowance calculation.
/s/ Crowe LLP
Crowe LLP
We have served as the Company's auditor since 2014.
Dallas, Texas
March 27, 2024
59
LANDMARK BANCORP, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(Dollars in thousands, except per share amounts)
Assets
Cash and cash equivalents
Interest-bearing deposits at other banks
Investment securities available-for-sale, at fair value
Investment securities, held-to-maturity, net of allowance for credit losses of $91 and $0,
fair value of $3,049 and $3,452
Bank stocks, at cost
Loans, net of allowance for credit losses of $10,608 and $8,791
Loans held for sale, at fair value
Bank owned life insurance
Premises and equipment, net
Goodwill
Other intangible assets, net
Mortgage servicing rights
Real estate owned, net
Accrued interest and other assets
Total assets
Liabilities and Stockholders’ Equity
Liabilities:
Deposits:
Non-interest-bearing demand
Money market and checking
Savings
Certificates of deposit
Total deposits
Federal Home Loan Bank and other borrowings
Subordinated debentures
Repurchase agreements
Accrued interest and other liabilities
Total liabilities
Commitments and contingencies
Stockholders’ equity:
December 31, December 31,
2023
(Unaudited)
2022
$
27,101
4,918
452,769
$
23,156
9,084
489,306
3,555
8,123
937,619
853
38,333
19,709
32,377
3,241
3,158
928
28,988
1,561,672
$
3,524
5,470
841,149
2,488
37,323
24,327
32,199
4,006
3,813
934
26,088
1,502,867
$
$
367,103
613,613
152,381
183,154
1,316,251
$
410,142
626,659
170,570
93,278
1,300,649
64,662
21,651
12,714
19,480
1,434,758
17,200
21,651
29,402
22,532
1,391,434
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; 5,481,407 and
5,473,894 shares issued at December 31, 2023 and 2022, respectively
Additional paid-in capital
Retained earnings
Treasury stock, at cost; 3,812 and 0 shares at December 31, 2023 and 2022, respectively
Accumulated other comprehensive loss
Total stockholders’ equity
Total liabilities and stockholders’ equity
-
-
55
89,208
54,282
(75)
(16,556)
126,914
1,561,672
$
52
84,273
52,174
-
(25,066)
111,433
1,502,867
$
See accompanying notes to consolidated financial statements.
60
LANDMARK BANCORP, INC. AND SUBSIDIARIES
Consolidated Statements of Earnings
(Dollars in thousands, except per share amounts)
Interest income:
Loans
Investment securities:
Taxable
Tax-exempt
Interest-bearing deposits at banks
Total interest income
Interest expense:
Deposits
FHLB and other borrowings
Subordinated debentures
Repurchase agreements
Total interest expense
Net interest income
Provision for credit losses
Net interest income after provision for credit losses
Non-interest income:
Fees and service charges
Gains on sales of loans, net
Increase in cash surrender value of bank owned life insurance
(Losses) gains on sales of investment securities, net
Other
Total non-interest income
Non-interest expense:
Compensation and benefits
Occupancy and equipment
Data processing
Amortization of mortgage servicing rights and other intangibles
Professional fees
Acquisition costs
Other
Total non-interest expense
Earnings before income taxes
Income tax expense
Net earnings
Earnings per share (1):
Basic
Diluted
Years ended December 31,
2022
2023
2021
$
51,753
$
33,473
$
33,612
9,594
3,094
242
64,683
15,254
4,048
1,590
499
21,391
43,292
349
42,943
10,220
2,269
913
(1,246)
1,074
13,230
6,414
3,018
321
43,226
2,776
584
840
146
4,346
38,880
-
38,880
9,651
3,444
780
(1,103)
928
13,700
3,005
3,022
187
39,826
1,023
-
472
11
1,506
38,320
500
37,820
8,857
10,487
686
1,138
1,093
22,261
22,681
5,565
1,940
1,844
2,452
-
7,501
41,983
14,190
1,954
12,236
$
20,405
5,118
1,580
1,446
1,892
3,398
7,431
41,270
11,310
1,432
9,878
$
20,157
4,482
2,016
1,601
1,831
-
7,169
37,256
22,825
4,814
18,011
$
$
$
2.23
2.23
$
$
1.80
1.79
$
$
3.27
3.26
(1) All per share amounts have been adjusted to give effect to the 5% stock dividends paid during December 2023, 2022 and 2021.
61
LANDMARK BANCORP, INC. AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income
(Dollars in thousands)
Net earnings
Years ended December 31,
2023
2022
12,236
9,878
$
2021
18,011
$
$
Net unrealized holding gains (losses) on available-for-sale securities
Less reclassification adjustment on losses (gains) included in earnings
Net unrealized gains (losses)
Income tax effect on net (losses) gains included in earnings
Income tax effect on net unrealized holding (gains) losses
Other comprehensive income (loss)
10,025
1,246
11,271
(305)
(2,456)
8,510
(39,440)
1,103
(38,337)
(271)
9,662
(28,946)
(6,236)
(1,138)
(7,374)
279
1,528
(5,567)
Total comprehensive income (loss)
$
20,746
$
(19,068)
$
12,444
See Notes to Consolidated Financial Statements.
62
LANDMARK BANCORP, INC. AND SUBSIDIARIES
Consolidated Statements of Stockholders’ Equity
(Dollars in thousands, except per share amounts)
Balance at January 1, 2021
Net earnings
Other comprehensive loss
Dividends paid ($0.69 per share) (1)
Issuance of restricted common stock, 2,880 shares
Stock-based compensation
Exercise of stock options, 6,172 shares (2)
5% stock dividend, 237,569 shares
Balance at December 31, 2021
Net earnings
Other comprehensive loss
Dividends paid ($0.76 per share) (1)
Issuance of restricted common stock, 17,551 shares
Stock-based compensation
Purchase of 49,721 treasury shares
Exercise of stock options, 112 shares (2)
5% stock dividend, 247,831 shares
Balance at December 31, 2022
Cumulative effect of change in accounting
principle from implementation of ASU 2016-13
Balance at January 1, 2023
Net earnings
Other comprehensive income
Dividends paid ($0.80 per share) (1)
Issuance of restricted common stock, 5,192 shares
Stock-based compensation
Purchase of 3,812 treasury shares
Exercise of stock options, 2,693 shares (2)
5% stock dividend, 260,640 shares
Balance at December 31, 2023
Common
stock
Additional
paid-in
capital
Retained
earnings
Accumulated other
comprehensive
income (loss)
Total
Treasury stock
$
48
$
72,230
$
44,947
$
-
$
9,447
126,672
-
-
-
-
-
-
2
50
-
-
-
-
-
-
-
2
52
-
52
-
-
-
-
-
-
-
-
-
-
-
323
22
6,545
79,120
-
-
-
-
295
-
-
4,858
84,273
-
84,273
-
-
-
-
352
-
52
18,011
-
(3,818)
-
-
-
(6,547)
52,593
9,878
-
(4,198)
-
-
-
-
(6,099)
52,174
(1,204)
50,970
12,236
-
(4,390)
-
-
-
-
3
4,531
(4,534)
-
-
-
-
-
-
-
-
-
-
-
-
-
(1,239)
-
1,239
-
-
-
-
-
-
-
-
(75)
-
-
-
(5,567)
-
-
-
-
-
18,011
(5,567)
(3,818)
-
323
22
-
3,880
135,643
-
(28,946)
-
-
-
-
-
-
(25,066)
-
(25,066)
-
8,510
-
-
-
-
-
9,878
(28,946)
(4,198)
-
295
(1,239)
-
-
111,433
(1,204)
110,229
12,236
8,510
(4,390)
-
352
(75)
52
-
$
55
$
89,208
$
54,282
$
(75)
$
(16,556)
$
126,914
(1) Dividends per share have been adjusted to give effect to the 5% stock dividends paid during December 2023, 2022 and 2021.
(2) Shares from the exercise of stock options are shown net of forfeitures related to cashless exercises.
See Notes to Consolidated Financial Statements.
63
LANDMARK BANCORP, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Dollars in thousands)
Cash flows from operating activities:
Net earnings
Adjustments to reconcile net earnings to net cash provided by operating activities:
Provision for credit losses
Valuation allowance on real estate owned
Amortization of investment security premiums, net
Accretion of purchase accounting adjustments
Amortization of mortgage servicing rights and intangibles
Depreciation
Increase in cash surrender value of bank owned life insurance
Stock-based compensation
Deferred income taxes
Net loss (gain) on investment securities
Net (gain) loss on sales of premises and equipment and foreclosed assets
Net gains on sales of loans
Proceeds from sale of loans
Origination of loans held for sale
Changes in assets and liabilities:
Accrued interest and other assets
Accrued interest, expenses and other liabilities
Net cash provided by operating activities
Cash flows from investing activities:
Net (increase) decrease in loans
Net change in interest-bearing deposits at banks
Maturities and prepayments of investment securities
Purchases of investment securities
Proceeds from sale of available-for-sale securities
Redemption of bank stocks
Purchase of bank stocks
Net cash paid in bank acquisition
Proceeds from sales of premises and equipment and foreclosed assets
Purchase of bank owned life insurance
Premiums paid on bank owned life insurance
Purchases of premises and equipment, net
Net cash used in investing activities
Cash flows from financing activities:
Net increase in deposits
Federal Home Loan Bank advance borrowings
Federal Home Loan Bank advance repayments
Proceeds from other borrowings
Repayments on other borrowings
Change in repurchase agreements
Proceeds from exercise of stock options
Payment of dividends
Purchase of treasury stock
Net cash provided by financing activities
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
(continued)
64
Years ended December 31,
2023
2022
2021
$
12,236
$
9,878
$
18,011
349
6
240
(993)
1,844
1,270
(913)
352
404
1,246
(1)
(2,269)
80,475
(76,995)
(1,276)
(3,371)
12,604
(97,361)
4,150
54,537
-
354
1,481
(460)
1,446
1,134
(780)
295
(1,190)
1,103
(114)
(3,444)
145,923
(140,990)
5,146
4,998
24,780
(73,571)
(1,728)
53,877
500
48
2,078
(55)
1,601
997
(686)
323
808
(1,138)
5
(10,487)
344,187
(324,908)
611
(736)
31,159
47,840
(1,918)
60,904
(29,112)
(226,336)
(174,748)
20,913
11,192
(13,845)
-
-
7
(97)
(995)
52,597
4,208
(6,074)
(572)
1,379
-
(63)
(876)
(50,611)
(197,159)
16,623
2,418
(850)
-
601
(6,000)
-
(1,324)
(56,454)
15,591
727,629
(677,815)
-
(2,352)
(16,688)
52
(4,390)
(75)
41,952
3,945
23,156
1,758
132,454
327,360
(326,160)
10,065
(1,065)
(199)
-
(4,198)
(1,239)
6,322
(166,057)
189,213
-
-
-
-
1,032
22
(3,818)
-
129,690
104,395
84,818
$
27,101
$
23,156
$
189,213
LANDMARK BANCORP, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows, Continued
Years ended December 31,
2022
2021
2023
$
55
19,851
156
$
1,104
4,032
175
$
4,458
1,549
141
-
$
4,343
61
-
$
-
-
$
1,264
-
219
$
-
-
$
181,350
200,033
$
-
-
(Dollars in thousands)
Supplemental disclosure of cash flow information:
Cash payments paid during the year for income taxes
Cash paid during the year for interest
Cash paid during the year for operating leases
Supplemental schedule of noncash investing and financing activities:
Transfer of loans to real estate owned
Transfer of premises and equipment to real estate held for sale
Operating lease asset and related liability recorded
Bank acquisition:
Fair value of liabilities assumed
Fair value of assets acquired
See Notes to Consolidated Financial Statements.
65
LANDMARK BANCORP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(1) Summary of Significant Accounting Policies
Principles of Consolidation. The accompanying consolidated financial statements include the accounts of Landmark
Bancorp, Inc. and its wholly owned subsidiaries, Landmark National Bank and Landmark Risk Management, Inc. All
intercompany balances and transactions have been eliminated in consolidation. The Bank, considered a single operating
segment, is principally engaged in the business of attracting deposits from the general public and using such deposits, together
with borrowings and other funds, to originate one-to-four family residential real estate, construction and land, commercial
real estate, commercial, agriculture, municipal and consumer loans. Landmark Risk Management, Inc. provides property and
casualty insurance coverage to the Company and the Bank for which insurance may not be currently available or economically
feasible in today's insurance marketplace.
Use of Estimates. The preparation of the consolidated financial statements in conformity with U.S. generally
accepted accounting principles requires the Company to make estimates and assumptions that affect the reported amount of
assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and
the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Business Combinations. At the date of acquisition, the Company records the net assets acquired and liabilities
assumed on the consolidated balance sheets at their estimated fair values, and goodwill is recognized for the excess purchase
price over the estimated fair value of acquired net assets. The results of operations for acquired companies are included in the
Company’s consolidated statements of earnings beginning at the acquisition date. Expenses arising from the acquisition
activities are recorded in the consolidated statements of earnings during the period incurred.
Reserve Requirements. Regulations of the Federal Reserve require reserves to be maintained by all banking
institutions according to the types and amounts of certain deposit liabilities. These requirements restrict a portion of the
amounts shown as consolidated cash and due from banks from everyday usage in the operation of banks. As of December
31, 2023 and 2022, the Bank did not have a minimum reserve requirement.
Cash Flows. Cash and cash equivalents include cash on hand and amounts due from banks with original maturities
of fewer than 90 days, and are carried at cost. Net cash flows are reported for customer loan and deposit transactions.
Interest-Bearing Deposits in Banks. Interest-bearing deposits in other banks include investments in certificates of
deposits with original maturities greater than 90 days, and are carried at cost.
In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326), commonly referred
to as “CECL.” The provisions of the update eliminated the probable initial recognition threshold under previous GAAP which
requires reserves to be based on an incurred loss methodology. Under CECL, reserves required for financial assets measured
at amortized cost reflect an organization’s estimate of all expected credit losses over the expected term of the financial asset
and thereby require the use of reasonable and supportable forecasts to estimate future credit losses. Because CECL
encompasses all financial assets carried at amortized cost, the requirement that reserves be established based on an
organization’s reasonable and supportable estimate of expected credit losses extends to held-to-maturity debt securities.
Under the provisions of the update, credit losses recognized on available-for-sale debt securities are presented as an allowance
as opposed to a write-down. In addition, CECL modified the accounting for purchased loans. Under prior GAAP, a purchased
loan’s contractual balance was adjusted to fair value through a credit discount, and no reserve was recorded on the purchased
loan upon acquisition. Under CECL loans determined to be purchased credit deteriorated have an allowance for credit losses
established through purchase accounting. Finally, increased disclosure requirements under CECL oblige organizations to
present credit quality disclosures disaggregated by the year of origination or vintage. FASB expects that the evaluation of
underwriting standards and credit quality trends by financial statement users will be enhanced with the additional vintage
disclosures. In October 2019, the FASB approved a change in the effective dates for CECL which delayed the effective date
to fiscal years beginning after December 15, 2022 for smaller reporting companies.
On January 1, 2023, the Company adopted CECL. The measurement of expected credit losses under the CECL
methodology is applicable to financial assets measured at amortized cost, including loan receivables and held-to-maturity
investment securities. It also applies to off-balance credit exposures not accounted for as insurance (loan commitments and
66
standby letters of credit). In addition, ASC 326 made changes to the accounting for available-for-sale investment securities
management does not intend to sell or believes that it is more likely than not they will be required to sell.
The Company adopted ASC 326 using the modified retrospective method for all financial assets measured at
amortized cost and off-balance sheet credit exposures. Results for the reporting periods beginning after January 1, 2023 are
presented under ASC 326 while prior period amounts continue to be reported in accordance with previously applicable GAAP
requirements. The adoption of CECL resulted in an increase in the allowance for credit losses on loans of $1.5 million, an
initial allowance for credit losses on held-to-maturity investment securities of $72,000, an increase in deferred tax assets of
$391,000 and a decrease in retained earnings of $1.2 million. The increases in allowance for credit losses is primarily due to
moving to a weighted average remaining maturity allowance methodology and the transition of purchase accounting discounts
on loans from an adjustment to amortized cost in the allowance calculation.
The following table illustrates the impact of ASC 326:
(Dollars in thousands)
Allowance for credit losses:
January 1, 2023
As reported
under ASC
326
Pre-ASC 326
adoption
Impact of
ASC 326
adoption
Held-to-maturity investment securities
$
72
$
-
$
72
One-to-four family residential real estate loans
$
1,677
$
655
$
1,022
Construction and land loans
Commercial real estate loans
Commercial loans
Paycheck protection program loans
Agriculture loans
Municipal loans
Consumer loans
166
4,221
2,898
-
1,142
16
194
117
3,158
2,753
-
1,966
5
137
49
1,063
145
-
(824)
11
57
Total allowance for credit losses for loans
$
10,314
$
8,791
$
1,523
Unfunded loan commitments
$
170
$
170
$
-
Investment Securities. Investment securities are classified as held-to-maturity when management has the positive
intent and ability to hold them to maturity. Securities are classified as available-for-sale when they might be sold before
maturity. Held-to-maturity securities are carried at amortized cost while available-for-sale securities are carried at fair value,
with unrealized holding gains and losses reported in other comprehensive income, net of tax.
Interest income includes amortization of purchase premium or discount. Premiums and discounts on securities are
amortized on the level-yield method without anticipating prepayments, except for mortgage backed securities where
prepayments are anticipated. Realized gains and losses on sales of available-for-sale securities are recorded on a trade date
basis and are calculated using the specific identification method.
Allowance for Credit Losses – Held-to-Maturity Investment Securities. Management measures expected credit
losses on held-to-maturity investment securities on a collective basis by major security type. Accrued interest is excluded
from the estimate of credit losses. The estimate of expected credit losses considers historical loss information adjusted for
current conditions and reasonable and supportable forecasts.
Allowance for Credit Losses – Available-for-Sale Investment Securities. For available-for-sale investment
securities in an unrealized loss position, the Company first assesses whether it intends to sell, or is more likely than not will
be required to sell the security before recovery of its amortized cost basis. If either of the criteria regarding intent or
requirement to sell is met, the security’s amortized cost basis is written down to fair value through income. For securities that
67
do not meet the aforementioned criteria, the Company evaluates whether the decline in fair value has resulted from credit
losses or other factors. In making this assessment, the Company considers the extent to which fair value is less than amortized
cost, the current interest rate environment, changes to rating of the security or security issuer, and adverse conditions
specifically related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value
of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present
value of cash flows expected to be collected was less than the amortized cost basis, a credit loss exists and an allowance for
credit losses would be recorded for the credit loss, which is limited by the amount that the fair value is less than the amortized
cost basis. Any impairment that has not been recorded through an allowance for credit losses is recognized in other
comprehensive income. Changes in the allowance for credit losses are recorded as provision for or reversal of credit loss
expense. Losses are charged against the allowance for credit losses when the Company determines the available-for-sale
security is uncollectible or when either of the criteria regarding intent or requirement to sell is met. The Company does not
estimate credit losses on available-for-sale security accrued interest receivable.
Bank Stocks. Bank stocks are investments acquired for regulatory purposes and borrowing availability and are
accounted for at cost. The cost of such investments represents their redemption value as such investments do not have a
readily determinable fair value. The Company evaluates bank stocks for other-than-temporary impairment by analyzing the
ultimate recoverability based on a credit analysis of the issuer.
Acquired Loans. Acquired loans are recorded at estimated fair value at the time of acquisition. The Company’s
acquired loans were not acquired with deteriorated credit quality. Estimated fair values of acquired loans are based on a
discounted cash flow methodology that considers various factors including the type of loan and related collateral, the expected
timing of cash flows, classification status, fixed or variable interest rate, term of loan and whether or not the loan is amortizing,
and a discount rate reflecting the Company’s assessment of risk inherent in the cash flow estimates. Discounts or premiums
created when acquired loans are recorded at their estimated fair values are accreted or amortized over the remaining term of
the loan as an adjustment to the related loan’s yield. Similar to originated loans described below, the accrual of interest income
on acquired loans is discontinued when the collection of principal or interest, in whole or in part, is doubtful.
Loans. Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff
are reported at amortized cost. The amortized cost is the principal balance outstanding net of previous charge-offs, and for
purchased loans, net of unamortized purchase premiums and discounts. Interest income is accrued on the unpaid principal
balance. Origination fees received on loans held in portfolio and the estimated direct costs of origination are deferred and
amortized to interest income using the level yield method without anticipating prepayments.
The accrual of interest on non-performing loans is discontinued at the time the loan is ninety days delinquent, unless
the credit is well secured and in process of collection. Loans are placed on non-accrual or are charged off at an earlier date if
collection of the principal or interest is considered doubtful. All interest accrued but not collected for loans that are placed on
non-accrual or charged off is reversed against interest income. The interest on these loans is accounted for on the cash basis
or cost recovery method, until qualifying for return to accrual. Loans are evaluated individually and are returned to accrual
status when all principal and interest amounts contractually due are brought current and future payments are reasonably
assured.
Allowance for Credit Losses - Loans. The allowance for credit losses is a valuation account that is deducted from
the loans’ amortized cost basis to present the net amount expected to be collected on loans. The analysis is updated on a
quarterly basis based on historical loss information adjusted for current conditions and reasonable and supportable forecasts.
Additionally, the Company considers asset quality trends, composition and trends in the loan portfolio, underlying collateral
values, industry trends and other pertinent factors, including regulatory recommendations. The level of the allowance for
credit losses maintained by management is believed adequate to absorb all expected future losses expected in the loan
portfolio at the balance sheet date. The allowance is adjusted through provision for credit losses and charge-offs, net of
recoveries of amounts previously charged off.
The allowance for credit losses is measured on a collective basis for pools of loans with similar risk characteristics.
The Company has identified the following pools of financial assets with similar risk characteristics for measuring expected
credit losses.
68
One-to-Four Family Residential Real Estate. One-to-four family residential real estate loans consists primarily of
loans secured by 1-4 family residential properties. Repayment is primarily dependent on the personal cash flow of the
borrower.
Construction and Land. Construction and land loans consist primarily of loans to facilitate the development of
both residential and commercial real estate. Repayment is primarily dependent on the completion of the development and
refinancing to longer term financing.
Commercial Real Estate. Commercial real estate loans consist primarily of loans secured by office buildings,
industrial buildings, warehouses, retail buildings and multi-family housing and are primarily owner-occupied. For such loans,
repayment is largely dependent upon the operation of the borrower's business.
Commercial. Commercial loans include loans to business enterprises issued for commercial, industrial and/or other
professional purposes. These loans are generally secured by equipment, inventory and accounts receivable of the borrower
and repayment is primarily dependent on business cash flows.
Agriculture. Agriculture loans include operating and real estate loans to agriculture enterprises. Generally, the
borrower’s ability to repay is based on the cash flows from farming operations.
Municipal. Municipal loans are generally related to equipment leasing or general fund loans. Repayment is
primarily dependent on the tax revenue of the municipal entity.
Consumer. Consumer loans include automobile, boat, home improvement and home equity loans. Repayment is
primarily dependent on the personal cash flow of the borrower.
The Company utilizes a weighted average remaining maturity allowance methodology to calculate the quantitative
component of the allowance for credit losses. Historical loss rates are adjusted for current conditions and reasonable and
supportable forecasts. Following the economic forecast period loss rates revert back to historical loss rates over a reasonable
period of time. Additional adjustments for qualitative factors are included to quantify the risks within each of the loan
categories that are not included in the historical loss rates or economic projections. These adjustments include but are not
limited to: changes in economic and business conditions, changes in policies, procedures and underwriting, changes in
management or staff and their related experience, changes in nature and volume of the portfolio, changes in loan review,
changes in collateral values, changes in past due and nonaccrual loans, changes in competition, legal and regulatory issues,
changes in concentrations and other qualitative factors that could affect credit losses. The data for the allowance calculation
may be obtained from internal or external sources.
Loans that do not share similar risk characteristics with the collectively evaluated pools are evaluated on an
individual basis and are excluded from the collectively evaluated loan pools. Such loans are evaluated for credit losses based
on either discounted cash flows or the fair value of collateral.
The Company estimates expected credit losses over the contractual term of obligations to extend credit, unless the
obligation is unconditionally cancellable. The allowance for off-balance-sheet exposures is adjusted through the provision
for credit losses. The estimates are determined based on the likelihood of funding during the contractual term and an estimate
of credit losses subsequent to funding. Estimated credit losses on subsequently funded balances are based on the same
assumptions used to estimated credit losses on loans.
In March 2022, the FASB issued ASU 2022-02, Financial Instruments - Credit Losses (Topic 326): Troubled Debt
Restructurings and Vintage Disclosures which eliminated the recognition and measurement guidance for troubled debt
restructurings (“TDRs”) by creditors in ASC 310-40. The update also enhanced disclosure required for loan restructurings
by creditors when a borrower is experiencing financial difficulty. Specifically, rather than applying the recognition and
measurement guidance for TDRs, an entity will apply the loan refinancing and restructuring guidance to determine whether
a modification or other form of restructuring results in a new loan or a continuation of an existing loan. Additionally, the
amendments to this ASU require a public business entity to disclose current period gross charge-offs by year of origination
for loans in the vintage disclosures.
69
On January 1, 2023, the Company adopted ASU 2022-02, electing the prospective approach. The adoption did not
have a material effect on the Company’s operating results or financial condition. The disclosures in this document have been
updated to reflect the new guidance.
Loans Modifications. Loan modifications, including modifications to borrowers experiencing financial difficulty,
are treated as a new loan if two conditions are met. The terms of the new loan are at least as favorable to the Company as the
terms for comparable loans to other customers with similar collection risks and modifications to the terms of the original loan
are more than minor.
Loans Held for Sale. Mortgage loans originated and intended for sale in the secondary market are carried at fair
value. The fair value includes the servicing value of the loans as well as any accrued interest.
Mortgage loans held for sale are generally sold with servicing rights retained. The carrying value of mortgage loans
sold is reduced by the amount allocated to the servicing right. Gains and losses on sales of mortgage loans are based on the
difference between the selling price and the carrying value of the related loan sold.
Mortgage Servicing Rights. When mortgage loans are sold with servicing retained, servicing rights are initially
recorded at fair value with the income statement effect recorded in gains on sales of loans. Fair value is based on market
prices for comparable mortgage servicing contracts, when available or alternatively, is based on a valuation model that
calculates the present value of estimated future net servicing income. All classes of servicing assets are subsequently
measured using the amortization method which requires servicing rights to be recorded in amortization of intangibles in
proportion to, and over the period of, the estimated future net servicing income of the underlying loans.
Servicing rights are evaluated for impairment based upon the fair value of the rights as compared to carrying amount.
Impairment is determined by stratifying rights into groupings based on predominant risk characteristics, such as interest rate,
loan type and investor type. Impairment is recognized through a valuation allowance for an individual grouping, to the extent
that fair value is less than the carrying amount. If the Company later determines that all or a portion of the impairment no
longer exists for a particular grouping, a reduction of the allowance may be recorded as an increase to income. Changes in
valuation allowances are included in amortization expense on the income statement. The fair values of servicing rights are
subject to significant fluctuations as a result of changes in estimated and actual prepayment speeds, default rates and losses.
Transfers of Financial Assets. Transfers of financial assets are accounted for as sales when control over the assets
has been relinquished. Control over transferred assets is deemed to be surrendered when the assets have been isolated from
the Company, the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge
or exchange the transferred assets, and the Company does not maintain effective control over the transferred assets through
an agreement to repurchase them before their maturity.
Mortgage Loan Repurchase Reserve. The Company routinely sells one-to-four family residential mortgage loans
to secondary mortgage market investors. Under standard representations and warranties clauses in the Company’s mortgage
sale agreements, the Company may be required to repurchase mortgage loans sold or reimburse the investors for credit losses
incurred on those loans if a breach of the contractual representations and warranties occurred. The Company establishes a
mortgage repurchase liability in an amount equal to management’s estimate of losses on loans for which the Company could
have a repurchase obligation or loss reimbursement. The estimated liability incorporates the volume of loans sold in previous
periods, default expectations, historical investor repurchase demand and actual loss severity. Provisions to the mortgage
repurchase reserve reduce gains on sales of loans.
Premises and Equipment. Land is carried at cost. Premises and equipment are stated at cost less accumulated
depreciation. Major replacements and betterments are capitalized while maintenance and repairs are charged to expense when
incurred. Gains or losses on dispositions are reflected in earnings as incurred.
Bank Owned Life Insurance. The Company has purchased life insurance policies on certain key officers. Bank
owned life insurance is recorded at the amount that can be realized under the insurance contract at the balance sheet date,
which is the cash surrender value adjusted for other charges or other amounts due that are probable at settlement.
70
Goodwill and Intangible Assets. Goodwill is not amortized; however, it is tested for impairment at each calendar
year end or more frequently when events or circumstances dictate. The Company performed a qualitative assessment of
factors to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying amount as of
December 31, 2023. This assessment included a review of macroeconomic conditions, industry and market specific
considerations and other relevant factors including the Company’s market capitalization, with control premiums and valuation
multiples, compared to recent financial industry acquisition multiples for similar institutions to estimate the fair value of the
Company’s single reporting unit. A goodwill impairment would be recorded for the amount that the carrying value exceeds
the implied fair value.
Intangible assets include core deposit intangibles. Core deposit intangible assets are amortized over their estimated
useful life of ten years on an accelerated basis. When facts and circumstances indicate potential impairment, the Company
will evaluate the recoverability of the intangible asset’s carrying value, using estimates of undiscounted future cash flows
over the remaining asset life. Any impairment loss is measured by the excess of carrying value over fair value.
Income Taxes. The objective of accounting for income taxes is 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 financial statements or tax returns. Uncertain income tax positions will be recognized
only if it is more likely than not that they will be sustained upon examination by taxing authorities, based upon their technical
merits. Once that standard is met, the amount recorded will be the largest amount of benefit that has a greater than 50 percent
likelihood of being realized upon ultimate settlement. The Company recognizes interest and penalties related to unrecognized
tax benefits as a component of income tax expense in the consolidated statements of earnings. The Company assesses deferred
tax assets to determine if the items are more likely than not to be realized, and a valuation allowance is established for any
amounts that are not more likely than not to be realized.
Loan Commitments and Related Financial Instruments. Financial instruments include off-balance sheet credit
instruments, such as commitments to make loans and commercial letters of credit, issued to meet customer financing needs.
The face amount for these items represents the exposure to loss, before considering customer collateral or ability to repay.
Such financial instruments are recorded when they are funded.
Loss Contingencies. Loss contingencies, including claims and legal actions arising in the ordinary course of
business, are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably
estimated. Management does not believe there now are such matters that will have a material effect on the financial
statements.
Comprehensive Income. Comprehensive income consists of net income and other comprehensive income. Other
comprehensive income includes unrealized gains and losses on securities available for sale, net of tax which are also
recognized as separate components of equity.
Real Estate Owned. Assets acquired through, or in lieu of, foreclosure are initially recorded at fair value less costs
to sell when acquired, establishing a new cost basis. Physical possession of residential real estate property collateralizing a
consumer mortgage loan occurs when legal title is obtained upon completion of foreclosure or when the borrower conveys
all interest in the property to satisfy the loan through completion of a deed in lieu of foreclosure or through a similar legal
agreement. These assets are subsequently accounted for at lower of cost or fair value less estimated costs to sell. If fair value
declines subsequent to foreclosure, a valuation allowance is recorded through expense. Operating costs after acquisition are
expensed.
Stock-Based Compensation. The Company uses the Black-Scholes option pricing model to estimate the grant date
fair value of its stock options, which is recognized as compensation expense over the option vesting period, on a straight-line
basis, which is typically four years. The fair value of restricted common stock is equal to the Company’s stock price on the
grant date, which is recognized as compensation expense on a straight-line basis over the vesting period. The Company
accounts for forfeitures as they occur.
Earnings per Share. Basic earnings per share represent net earnings divided by the weighted average number of
common shares outstanding during the year. Diluted earnings per share reflect additional common shares that would have
been outstanding if dilutive potential common shares had been issued. The diluted earnings per share computation for 2023,
71
2022 and 2021 excluded 166,561, 51,718 and 56,324, respectively, of unexercised stock options because their inclusion
would have been anti-dilutive.
The shares used in the calculation of basic and diluted earnings per share, which have been adjusted to give effect
to the 5% common stock dividends paid by the Company in December 2023, 2022 and 2021, are shown below:
(Dollars in thousands, except per share amounts)
Years ended December 31,
2022
2023
2021
Net earnings available to common shareholders
$
12,236
$
9,878
$
18,011
Weighted average common shares outstanding - basic
Assumed exercise of stock options
Weighted average common shares outstanding - diluted
Earnings per share:
Basic
Diluted
5,477,700
3,100
5,480,800
5,492,286
15,767
5,508,053
5,506,487
13,303
5,519,790
$
$
2.23
2.23
$
$
1.80
1.79
$
$
3.27
3.26
Derivative Financial Instruments. Commitments to fund mortgage loans (interest rate locks) to be sold into the
secondary market and forward commitments for the future delivery of these mortgage loans are accounted for as free standing
derivatives. The fair value of the interest rate lock is recorded at the time the commitment to fund the mortgage loan is
executed and is adjusted for the expected exercise of the commitment before the loan is funded. In order to hedge the change
in interest rates resulting from its commitments to fund the loans, the Company enters into forward commitments for the
future delivery of mortgage loans when interest rate locks are entered into. Fair values of these mortgage derivatives are
estimated based on changes in mortgage interest rates from the date the interest on the loan is locked. Changes in the fair
values of these derivatives are included in net gains on sales of loans.
Dividend Restriction. Banking regulations require maintaining certain capital levels and may limit the dividends paid
by the bank to the holding company or by the holding company to shareholders.
Fair Value of Financial Instruments. Fair values of financial instruments are estimated using relevant market
information and other assumptions, as more fully disclosed in a separate note. Fair value estimates involve uncertainties and
matters of significant judgment regarding interest rates, credit risk, prepayments, and other factors, especially in the absence
of broad markets for particular items. Changes in assumptions or in market conditions could significantly affect these
estimates.
Reclassifications. Some items in the prior year financial statements were reclassified to the current presentation.
Reclassifications had no effect on prior year net income or stockholders’ equity.
(2) Impact of Recent Accounting Pronouncements
In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326), commonly referred
to as “CECL.” The Company adopted CECL effective January 1, 2023. The impact of the adoption and additional details are
included in Note 1.
In January 2017, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the
Test for Goodwill Impairment. The amendments in this update simplify the subsequent measurement of goodwill by
eliminating Step 2 from the goodwill impairment test. The amendments require an entity to perform its annual, or interim,
goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and recognizing an
impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, not to exceed the
total amount of goodwill allocated to that reporting unit. Additionally, an entity should consider income tax effects from any
tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if
applicable. The amendments also eliminate the requirement for any reporting unit with a zero or negative carrying amount to
perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test. The
amendments in this ASU are effective for annual or interim goodwill impairment tests in fiscal years beginning after
December 15, 2019. In October 2019, the FASB approved a change in the effective dates for ASU 2017-04 which delayed
the effective date to fiscal years beginning after December 15, 2022 for smaller reporting companies. The Company adopted
72
ASU 2017-04 effective January 1, 2023. The adoption of ASU 2017-04 did not have a material effect on the Company’s
operating results or financial condition.
In May 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of
Reference Rate Reform on Financial Reporting. Reference rate reform relates to the effects undertaken to eliminate certain
reference rates such as the London Interbank Offered Rate (“LIBOR”) and introduce new reference rates that may be based
on larger or more liquid observations and transactions. ASU 2020-04 provides optional expedients and exceptions for
applying GAAP to contracts, hedging relationships and other contracts. Generally, ASU 2020-04 would allow entities to
consider contract modifications due to reference rate reform to be a continuation of an existing contract; thus, the Company
would not have to determine if the modification is considered insignificant. The standard was effective upon issuance and the
amendments may be applied prospectively through December 31, 2022 such that changes made to contracts beginning on or
after January 1, 2023 would not apply. In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic
848): Deferral of the Sunset Date, which extended the sunset date from December 31, 2022 to December 31, 2024. As of
December 31, 2023, the Company does not have any instruments tied to LIBOR. The adoption of ASU 2020-04 did not have
a material effect on the Company’s operating results or financial condition.
(3) Acquisition
On October 1, 2022, the Company acquired 100% of the outstanding common shares of Freedom Bancshares, Inc.,
in exchange for $33.4 million of cash. Freedom Bancshares, Inc. was the holding company of Freedom Bank. Freedom Bank
was founded in 2006 and operated out of a single location in Overland Park, Kansas. The acquisition was effected through
the merger of Freedom Bancshares, Inc. with and into the Bank. The purchase price was financed with $10.0 million of debt
issued by Company and through cash received from a dividend from the Bank.
The transaction was accounted for using the acquisition method of accounting, and as such, assets acquired and
liabilities assumed were recorded at their estimated fair value on the acquisition date. Acquired loans were recorded at fair
value at the acquisition date and no separate valuation allowance was established. No purchased credit impaired loans were
acquired. Market value adjustments are accreted or amortized on a level yield basis over the expected term of the asset or
liability. Additionally, the Company recorded a core deposit intangible of $4.2 million. The core deposit intangible is
amortized on an accelerated basis over the estimated useful life of the deposits. Goodwill of $14.7 million from the acquisition
consisted largely of synergies and the cost savings resulting from the combining of the operations of the banks. The goodwill
is not deductible for income tax purposes. During 2023, goodwill was increased by $178,000 due to adjustments related to
filing final tax returns for Freedom Bancshares, Inc and Freedom Bank, which are reflected in the table below. The Company
incurred $3.4 million of acquisition related costs relating to the acquisition during 2022, of which $3.1 million was deductible
for income tax purposes.
Results of the operations of the acquired business are included in the income statement from the effective date of
the acquisition.
73
The following table summarizes the consideration paid for Freedom Bancshares, Inc. and the amounts of the assets
acquired and liabilities assumed at the acquisition date:
(Dollars in thousands)
Cash paid in acquisition
Assets acquired:
Cash and cash equivalents
Investment securities
Bank stocks
Loans
Bank owned life insurance
Premises and equipment
Core deposit intangibles
Other
Total assets acquired
Liabilities assumed:
Deposits
FHLB advances
Other borrowings
Other liabilities
Total liabilities assumed
Net assets acquired
As of
October 1, 2022
$
33,350
32,778
33,126
699
113,910
4,374
3,782
4,170
7,016
199,855
150,410
7,000
22,198
1,742
181,350
18,505
Goodwill
$
14,845
The fair value of net assets acquired includes fair value adjustments to certain receivables that were not considered
impaired as of the acquisition date. The fair value adjustments were determined using discounted contractual cash flows.
However, the Company believes that all contractual cash flows related to these financial instruments will be collected. As
such, these receivables, which have shown evidence of credit deterioration since origination were not considered impaired at
the acquisition date and were not subject to the guidance relating to purchased credit impaired loans. Receivables acquired
that were not subject to these requirements include non-impaired loans with a fair value and gross contractual amounts
receivable of $113.9 million and $118.1 million on the date of acquisition.
Unaudited pro forma consolidated operating results for the years ended December 31, 2022 and December 31,
2021, as if the acquisition was consummated on January 1 of that year are as follows:
(Dollars in thousands, except per share amounts)
Net interest income
Net earnings
Earnings per share (1):
Basic
Diluted
Years ended December 31,
2022
2021
$
44,750
9,098
$
45,942
19,922
1.66
1.65
3.62
3.61
(1) All per share amounts have been adjusted to give effect to the 5% stock dividends paid during December 2022 and 2021.
74
(4) Investment Securities
A summary of investment securities available-for-sale and securities held-to-maturity is as follows:
(Dollars in thousands)
As of December 31, 2023
Gross
Gross
Amortized
unrealized
unrealized
cost
gains
losses
Estimated
fair value
Available-for-sale:
U. S. treasury securities
Municipal obligations, tax exempt
Municipal obligations, taxable
Agency mortgage-backed securities
$
99,340
$
-
$
(3,673)
$
95,667
122,775
82,926
169,656
186
225
247
(2,338)
(4,068)
(12,507)
120,623
79,083
157,396
Total available-for-sale
$
474,697
$
658
$
(22,586)
$
452,769
Held-to-maturity:
Other
$
3,555
$
-
$
(506)
$
3,049
Total held-to-maturity
$
3,555
$
-
$
(506)
$
3,049
(Dollars in thousands)
As of December 31, 2022
Gross
Gross
Amortized
unrealized
unrealized
cost
gains
losses
Estimated
fair value
Available-for-sale:
U. S. treasury securities
U. S. federal agency obligations
Municipal obligations, tax exempt
Municipal obligations, taxable
Agency mortgage-backed securities
$
130,684
$
-
$
(7,573)
$
123,111
2,002
130,848
73,520
185,451
-
59
14
172
(14)
(3,645)
(6,290)
(15,922)
1,988
127,262
67,244
169,701
Total available-for-sale
$
522,505
$
245
$
(33,444)
$
489,306
Held-to-maturity:
Other
$
3,524
$
5
$
(77)
$
3,452
Total held-to-maturity
$
3,524
$
5
$
(77)
$
3,452
The tables above show that some of the securities in the available-for-sale and held-to-maturity investment portfolio
had unrealized losses, or were temporarily impaired, as of December 31, 2023 and 2022. This temporary impairment
represents the estimated amount of loss that would be realized if the securities were sold on the valuation date.
75
The following table summarizes securities available-for-sale in an unrealized loss positions for which an
allowance for credit losses has not been recorded at December 31, 2023 along with length of time in a continuous
unrealized loss position.
(Dollars in thousands)
Available-for-sale
U. S. treasury securit ies
Municipal obligations, tax exempt
Municipal obligations, taxable
Agency mortgage-backed securities
T otal available-for-sale
No. of
securit ies
47
229
110
100
486
Less t han 12 months
Fair
value
$
Unrealized
losses
$
1,129
31,468
17,278
6,480
56,355
As of December 31, 2023
12 months or longer
Fair
value
Unrealized
losses
T ot al
Fair
value
Unrealized
losses
$
$
$
$
(7)
(337)
(151)
(68)
(563)
93,833
64,962
52,212
128,512
339,519
(3,666)
(2,001)
(3,917)
(12,439)
(22,023)
94,962
96,430
69,490
134,992
395,874
(3,673)
(2,338)
(4,068)
(12,507)
(22,586)
$
$
$
$
$
$
Securities which were temporarily impaired are shown below, along with the length of time in a continuous
unrealized loss position.
(Dollars in thousands)
As of December 31, 2022
Less than 12 months
12 months or longer
T otal
Available-for-sale
No. of
securities
Fair
value
Unrealized
losses
Fair
value
Unrealized
losses
Fair
value
Unrealized
losses
U. S. treasury securities
67
$
85,988
$
(4,591)
$
37,123
$
(2,982)
$
123,111
$
(7,573)
U. S. federal agency obligations
Municipal obligations, tax exempt
Municipal obligations, taxable
Agency mortgage-backed securities
1
274
108
100
1,988
107,262
54,746
78,971
(14)
(3,020)
(5,006)
-
8,495
7,571
-
1,988
(625)
115,757
(1,284)
62,317
(14)
(3,645)
(6,290)
(4,550)
79,882
(11,372)
158,853
(15,922)
T ot al available-for-sale
550
$
328,955
$
(17,181)
$
133,071
$
(16,263)
$
462,026
$
(33,444)
Other
T ot al
6
6
$
3,009
$
(77)
$
-
$
-
$
3,009
$
(77)
$
3,009
$
(77)
$
-
$
-
$
3,009
$
(77)
The Company’s U.S. treasury portfolio consists of securities issued by the United States Department of the
Treasury. The receipt of principal and interest on U.S. treasury securities is guaranteed by the full faith and credit of the U.S.
government. Based on these factors, along with the Company’s intent to not sell the security and its belief that it was more
likely than not that the Company will not be required to sell the security before recovery of its cost basis, the Company
believed that the U.S. treasury securities identified in the tables above were temporarily impaired.
The Company’s portfolio of municipal obligations consists of both tax-exempt and taxable general obligations
securities issued by various municipalities. As of December 31, 2023, the Company did not intend to sell and it is more likely
than not that the Company will not be required to sell its municipal obligations in an unrealized loss position until the recovery
of its cost basis. Due to the issuers’ continued satisfaction of the securities’ obligations in accordance with their contractual
terms and the expectation that they will continue to do so, the evaluation of the fundamentals of the issuers’ financial condition
and other objective evidence, the Company believed that the municipal obligations identified in the tables above were
temporarily impaired.
The Company’s agency mortgage-backed securities portfolio consists of securities underwritten to the standards of
and guaranteed by the government-sponsored agencies of FHLMC, FNMA and the GNMA. The receipt of principal, at par,
and interest on agency mortgage-backed securities is guaranteed by the respective government-sponsored agency guarantor,
such that the Company believed that its agency mortgage-backed securities did not expose the Company to credit-related
losses. Based on these factors, along with the Company’s intent to not sell the securities and the Company’s belief that it was
more likely than not that the Company will not be required to sell the securities before recovery of their cost basis, the
Company believed that the agency mortgage-backed securities identified in the tables above were temporarily impaired.
The Company’s other investment securities portfolio consists of seven subordinated debentures issued by financial
institutions. These investment securities were acquired in the Freedom Bank acquisition and classified as held-to-maturity.
76
The securities were issued in 2021 and 2022 with a 10 year maturity and a fixed rate for five years. The securities are callable
after the end of the fixed rate term. Due to the issuers’ continued satisfaction of the securities’ obligations in accordance with
their contractual terms and the expectation that they will continue to do so, the evaluation of the fundamentals of the issuers’
financial condition and other objective evidence, the Company believed that the other securities identified in the tables above
were temporarily impaired.
The following table provides information on the Company’s allowance for credit losses related to held-to-maturity
investment securities.
(Dollars in thousands)
Balance at January 1, 2023
$
-
Impact of adopting ASC 326
Provision for credit losses
72
19
Balance at December 31, 2023
$
91
The table below includes scheduled principal payments and estimated prepayments, based on observable market
inputs, for agency mortgage-backed securities. Actual maturities will differ from contractual maturities because borrowers
have the right to prepay obligations with or without prepayment penalties. The amortized cost and fair value of investment
securities at December 31, 2023 are as follows:
(Dollars in thousands)
Available-for-sale:
Due in less than one year
Due after one year but within five years
Due after five years but within ten years
Due after ten years
Total available-for-sale
Held-to-maturity:
Due after five years but within ten years
Total held-to-maturity
Amortized
cost
Estimated
fair value
$
$
37,665
244,383
142,669
49,980
474,697
37,145
232,810
134,262
48,552
452,769
$
$
$
$
3,555
3,555
$
$
3,049
3,049
The Company has not sold any investment securities subsequent to December 31, 2023 and the date of this filing.
Sales proceeds and gross realized gains and losses on sales of available-for-sale securities are as follows:
(Dollars in thousands)
Years ended December 31,
2022
2023
2021
Sales proceeds
$
20,913
$
52,597
$
16,623
Realized gains
Realized losses
Net realized (losses) gains
$
-
(1,246)
(1,246)
$
-
$
(1,103)
(1,103)
$
$
$
1,138
-
1,138
Securities with carrying values of $380.4 million and $420.8 million were pledged to secure public funds on deposit,
repurchase agreements and as collateral for borrowings at December 31, 2023 and 2022, respectively. As of December 31,
2023, all of the Company’s investment securities were performing and there were no securities on non-accrual status. Except
for U.S. treasuries and federal agency obligations, no investment in a single issuer exceeded 10% of consolidated
stockholders’ equity.
77
(5) Bank Stocks
Bank stocks primarily consist of restricted investments in FHLB and Federal Reserve Bank (“FRB”) stock. The
carrying value of the FHLB stock at December 31, 2023 was $5.0 million compared to $2.4 million at December 31, 2022.
The carrying value of the FRB stock at December 31, 2023 and December 31, 2022 was $3.0 million. These securities are
not readily marketable and are required for regulatory purposes and borrowing availability. Since there are no available
market values, these securities are carried at cost. Redemption of these investments at par value is at the option of the FHLB
or FRB, as applicable. Also included in Bank stocks are other miscellaneous investments in the common stock of various
correspondent banks which are held for borrowing purposes and totaled $111,000 at December 31, 2023 and 2022.
(6) Loans and Allowance for Credit Losses
Loans consisted of the following:
(Dollars in thousands)
As of December 31,
2023
2022
$
$
302,544
21,090
320,962
180,942
-
89,680
4,507
28,931
948,656
(429)
(10,608)
937,619
236,982
22,725
304,074
173,415
21
84,283
2,026
26,664
850,190
(250)
(8,791)
841,149
$
$
One-to-four family residential real estate loans
Construction and land loans
Commercial real estate loans
Commercial loans
Paycheck protection program loans
Agriculture loans
Municipal loans
Consumer loans
Total gross loans
Net deferred loan (fees) costs and loans in process
Allowance for credit losses
Loans, net
78
The following tables provide information on the Company’s allowance for credit losses by loan class and allowance
methodology:
(Dollars in thousands)
Allowance for credit losses:
Balance at January 1, 2023
Impact of adopting ASC 326
Charge-offs
Recoveries
Provision for credit losses
Balance at December 31, 2023
(Dollars in thousands)
Year ended December 31, 2023
One-to-four
family
residential
real estate
loans
Construction
and land loans
Commercial
real estate
loans
Commercial
loans
Agriculture
loans
Municipal
loans
Consumer
loans
Total
$
$
$
$
$
$
$
117
49
-
675
(691)
150
3,158
1,063
-
-
297
4,518
2,753
145
(479)
35
32
2,486
1,966
(824)
-
74
(26)
1,190
5
$
11
-
-
(1)
15
$
137
57
(371)
110
281
214
8,791
1,523
(850)
894
250
10,608
$
$
$
$
$
$
$
655
1,022
-
-
358
2,035
Year ended December 31, 2022
One-to-four
family
residential
real estate
loans
Construction
and land loans
Commercial
real estate
loans
Commercial
loans
Paycheck
protection
loans
Agriculture
loans
Municipal
loans
Consumer
loans
Total
Allowance for credit losses:
Balance at January 1, 2022
Charge-offs
Recoveries
Provision for credit losses
Balance at December 31, 2022
Allowance for credit losses:
Individually evaluated for loss
Collectively evaluated for loss
Total
Loan balances:
Individually evaluated for loss
Collectively evaluated for loss
Total
(Dollars in thousands)
Allowance for credit losses:
Balance at January 1, 2021
Charge-offs
Recoveries
Provision for credit losses
Balance at December 31, 2021
Allowance for credit losses:
Individually evaluated for loss
Collectively evaluated for loss
Total
Loan balances:
Individually evaluated for loss
Collectively evaluated for loss
Total
$
$
$
$
$
623
$
-
-
32
655
$
138
$
-
165
(186)
117
$
3,051
-
-
107
3,158
2,613
-
38
102
2,753
2,221
-
59
(314)
1,966
$
6
-
6
(7)
$
5
123
(336)
84
266
137
8,775
(336)
352
-
8,791
$
$
$
$
$
-
$
655
655
$
-
$
117
117
$
-
$
3,158
3,158
$
$
636
2,117
2,753
$
$
326
236,656
236,982
$
$
$
412
22,313
22,725
1,224
302,850
304,074
$
812
172,603
173,415
$
$
$
$
18
1,948
1,966
$
$
-
5
$
5
-
$
137
137
$
$
654
8,137
8,791
$
$
1,319
82,964
84,283
$
$
36
1,990
2,026
$
-
$
26,664
26,664
$
$
4,129
846,061
850,190
$
-
$
-
-
-
$
-
-
$
-
$
-
-
$
21
21
$
Year ended December 31, 2021
One-to-four
family
residential
real estate
loans
Construction
and land
loans
Commercial
real estate
loans
Commercial
loans
Paycheck
protection
loans
Agriculture
loans
Municipal
loans
Consumer
loans
Total
$
$
$
$
$
$
859
(81)
11
(166)
623
181
$
-
263
(306)
138
$
2,482
(540)
-
1,109
3,051
2,388
(72)
14
283
2,613
-
$
-
-
-
$
-
2,690
(50)
66
(485)
2,221
$
6
-
6
(6)
$
6
169
(235)
118
71
123
8,775
(978)
478
500
8,775
$
$
$
$
$
$
$
-
623
623
$
$
-
138
138
$
$
-
3,051
3,051
$
$
504
2,109
2,613
$
-
-
$
-
$
-
2,221
2,221
$
$
-
6
$
6
$
-
123
123
$
$
504
8,271
8,775
$
$
$
578
165,503
166,081
$
$
$
794
26,850
27,644
2,214
196,258
198,472
$
1,029
131,125
132,154
$
-
$
17,179
17,179
$
$
2,067
92,200
94,267
$
$
36
2,014
2,050
$
-
$
24,541
24,541
$
$
6,718
655,670
662,388
$
$
$
79
The Company recorded net loan recoveries of $44,000 during 2023 compared to net loan charge recoveries of
$16,000 during 2022 and net loan charge-offs of $500,000 during 2021.
The following table presents information on non-accrual status and loans past due over 89 days and still accruing:
(Dollars in thousands)
As of December 31, 2023
Non-accrual with
no allowance for
credit loss
Non-accrual with
allowance for
credit losses
Loans past due
over 89 days still
accruing
One-to-four family residential real estate loans
Commercial loans
Agriculture loans
Consumer loans
Total loans
$
$
161
363
295
24
843
31
1,517
-
-
1,548
-
$
-
-
-
$
-
$
$
The Company has certain loans for which repayment is dependent upon the operation or sale of collateral, as the
borrower is experiencing financial difficulty. The underlying collateral can vary based upon the type of loan. The following
table presents information on the amortized cost basis and collateral type of collateral-dependent loans:
(Dollars in thousands)
Loan balance
Collateral Type
As of December 31, 2023
One-to-four family residential real estate loans
Construction and land loans
Commercial real estate loans
Commercial loans
Agriculture loans
Consumer loans
Total loans
$
192
192
1,205
2,054
682
24
4,349
$
First mortgage on residential real estate
First mortgage on residential or commercial real estate
First mortgage on commercial real estate
Accounts receivable, equipment and real estate
Crops, livestock, machinery and real estate
Personal property or second mortgages on real estate
80
The following tables present information on impaired loans:
(Dollars in thousands)
As of December 31, 2022
Unpaid
contractual
principal
Impaired
loan balance
Impaired
loans
without an
allowance
Impaired
loans with
an
allowance
Related
allowance
recorded
Year-to-
date average
loan balance
Year-to-
date interest
income
recognized
One-to-four family residential real estate loans
Construction and land loans
Commercial real estate loans
Commercial loans
Agriculture loans
Municipal loans
Total impaired loans
One-to-four family residential real estate loans
Construction and land loans
Commercial real estate loans
Commercial loans
Agriculture loans
Municipal loans
Total impaired loans
$
$
$
$
326
412
1,224
75
1,301
36
3,374
$
-
-
-
737
18
-
$
755
$
-
-
-
636
18
-
$
654
357
243
1,224
865
1,433
36
4,158
$
9
10
47
5
64
1
136
$
$
$
$
$
As of December 31, 2021
Unpaid
contractual
principal
Impaired
loan balance
Impaired
loans
without an
allowance
Impaired
loans with
an
allowance
Related
allowance
recorded
Year-to-
date average
loan balance
Year-to-
date interest
income
recognized
$
$
$
$
578
794
2,214
520
2,067
36
6,209
$
-
-
-
509
-
-
$
509
$
-
-
-
504
-
-
$
504
590
895
2,388
1,096
2,420
36
7,425
$
8
16
37
38
67
1
167
$
$
$
$
$
326
843
1,224
1,063
1,402
36
4,894
578
2,401
2,214
1,380
2,235
36
8,844
326
412
1,224
812
1,319
36
4,129
578
794
2,214
1,029
2,067
36
6,718
The Company’s key credit quality indicator is a loan’s performance status, defined as accruing or non-accruing.
Performing loans are considered to have a lower risk of loss. Non-accrual loans are those which the Company believes have
a higher risk of loss. The accrual of interest on non-performing loans is discontinued at the time the loan is ninety days
delinquent, unless the credit is well secured and in process of collection. Loans are placed on non-accrual or are charged off
at an earlier date if collection of principal or interest is considered doubtful. There were no loans ninety days delinquent and
accruing interest at December 31, 2023 or December 31, 2022.
81
The following tables present information on the Company’s past due and non-accrual loans by loan class:
(Dollars in thousands)
As of December 31, 2023
30-59 days
delinquent
and
accruing
60-89 days
delinquent
and
accruing
90 days or
more
delinquent
and accruing
One-to-four family residential real estate loans
Construction and land loans
Commercial real estate loans
Commercial loans
Paycheck protection program loans
Agriculture loans
Municipal loans
Consumer loans
Total
85
$
-
153
399
-
256
-
110
1,003
$
247
$
-
-
332
-
-
-
-
$
579
-
$
-
-
-
-
-
-
-
$
-
Total past
due loans
accruing
332
$
-
153
731
-
256
-
110
1,582
$
Total past
due and non-
accrual
loans
Non-accrual
loans
Total loans
not past due
192
$
-
-
1,880
-
295
-
24
2,391
$
524
$
-
153
2,611
-
551
-
134
3,973
$
$
302,020
21,090
320,809
178,331
-
89,129
4,507
28,797
944,683
$
Percent of gross loans
0.11%
0.06%
0.00%
0.17%
0.25%
0.42%
99.58%
As of December 31, 2022
30-59 days
delinquent
and
accruing
60-89 days
delinquent
and
accruing
90 days or
more
delinquent
and accruing
One-to-four family residential real estate loans
Construction and land loans
Commercial real estate loans
Commercial loans
Paycheck protection program loans
Agriculture loans
Municipal loans
Consumer loans
Total
$
8
-
-
-
-
-
-
67
75
$
72
$
-
-
411
-
180
-
-
$
663
-
$
-
-
-
-
-
-
-
$
-
Total past
due loans
accruing
80
$
-
-
411
-
180
-
67
738
$
Total past
due and non-
accrual
loans
Non-accrual
loans
Total loans
not past due
$
$
$
170
195
1,224
812
-
925
-
-
3,326
250
195
1,224
1,223
-
1,105
-
67
4,064
236,732
22,530
302,850
172,192
21
83,178
2,026
26,597
846,126
$
$
$
Percent of gross loans
0.01%
0.08%
0.00%
0.09%
0.39%
0.48%
99.52%
Under the original terms of the Company’s non-accrual loans, interest earned on such loans for the years 2023, 2022
and 2021, would have increased interest income by $96,000, $137,000 and $309,000, respectively. No interest income related
to non-accrual loans was included in interest income for the years ended December 31, 2023, 2022 and 2021.
82
The Company also categorizes loans into risk categories based on relevant information about the ability of the
borrowers to service their debt such as current financial information, historical payment experience, credit documentation,
public information and current economic trends, among other factors. The Company analyzes loans individually by
classifying the loans as to credit risk. This analysis is performed on a quarterly basis. Non-classified loans generally include
those loans that are expected to be repaid in accordance with contractual loan terms. Classified loans are those that are
assigned a special mention, substandard or doubtful risk rating using the following definitions:
Special Mention: Loans classified as special mention have a potential weakness that deserves management’s close
attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for
the loan or of the institution’s credit position at some future date.
Substandard: Loans are inadequately protected by the current net worth and paying capacity of the obligor or of the
collateral pledged. Loans have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt.
Loans are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not
corrected.
Doubtful: Loans classified doubtful have all the weaknesses inherent in those classified as substandard, with the
added characteristic that weaknesses make collection or liquidation in full, on the basis of currently existing facts,
conditions and values, highly questionable and improbable.
83
The following table provides information on the Company’s risk category of loans by type and year of origination:
(Dollars in thousands)
As of December 31, 2023
2023
2022
2021
2020
2019
Prior
Revolving
loans
amortized
cost
Revolving
loans
converted
to term
Total
One-to-four family residential real estate loans
Nonclassified
Classified
Total
Charge-offs
Construction and land loans
Nonclassified
Classified
Total
Charge-offs
Commercial real estate loans
Nonclassified
Classified
Total
Charge-offs
Commercial loans
Nonclassified
Classified
Total
Charge-offs
Agriculture loans
Nonclassified
Classified
Total
Charge-offs
Municipal loans
Nonclassified
Classified
Total
Charge-offs
Consumer loans
Nonclassified
Classified
Total
Charge-offs
Total loans
Nonclassified
Classified
Total
Charge-offs
$
95,290
-
$
95,290
$
-
$
84,718
-
$
84,718
$
-
$
42,533
-
$
42,533
$
-
$
32,081
-
$
32,081
$
-
$
12,776
-
$
12,776
$
-
$
29,694
192
$
29,886
$
-
$
5,097
-
$
5,097
$
-
163
$
-
$
163
$
-
$
302,352
192
$
302,544
$
-
$
6,283
-
6,283
$
$
-
$
5,267
-
5,267
$
$
-
$
5,367
-
5,367
$
$
-
$
2,665
-
2,665
$
$
-
916
$
-
$
916
$
-
492
$
-
$
492
$
-
100
$
-
$
100
$
-
-
$
-
$
-
$
-
$
21,090
-
21,090
$
$
-
$
41,644
-
$
41,644
$
-
$
77,427
-
$
77,427
$
-
$
58,327
481
$
58,808
$
-
$
50,744
22
$
50,766
$
-
$
30,551
180
$
30,731
$
-
$
57,502
975
$
58,477
$
-
$
3,017
-
$
3,017
$
-
92
$
-
$
92
$
-
$
319,304
1,658
$
320,962
$
-
$
38,818
226
$
39,044
$
-
$
32,764
2,000
34,764
(28)
$
$
$
16,747
158
16,905
(407)
$
15,511
460
15,971
(44)
$
$
$
2,514
57
$
2,571
$
-
$
4,386
-
$
4,386
$
-
$
61,046
1,952
$
62,998
$
-
$
4,121
182
$
4,303
$
-
$
175,907
5,035
180,942
(479)
$
$
$
$
$
7,862
-
$
7,862
$
-
$
11,718
16
$
11,734
$
-
$
4,864
171
$
5,035
$
-
$
4,092
-
$
4,092
$
-
$
3,902
131
$
4,033
$
-
$
12,114
113
$
12,227
$
-
$
44,352
131
$
44,483
$
-
214
$
-
$
214
$
-
$
89,118
562
$
89,680
$
-
$
2,774
-
$
2,774
$
-
128
$
-
$
128
$
-
-
$
-
-
$
$
-
-
$
-
$
-
$
-
-
$
-
$
-
$
-
$
1,605
-
$
1,605
$
-
-
$
-
-
$
$
-
-
$
-
$
-
$
-
$
4,507
-
$
4,507
$
-
$
4,705
-
$
4,705
$
-
$
1,332
-
$
1,332
$
-
$
197,376
226
$
197,602
$
-
$
213,354
2,016
215,370
(28)
$
$
$
1,340
-
1,340
(3)
$
$
$
129,178
810
129,988
(410)
$
$
$
1,380
-
$
1,380
$
-
$
1
-
$
1
$
-
$
4,906
-
$
4,906
$
-
$
106,473
482
106,955
(44)
$
$
$
50,660
368
$
51,028
$
-
$
110,699
1,280
$
111,979
$
-
$
15,221
25
15,246
(368)
$
$
$
128,833
2,108
130,941
(368)
$
$
$
21
-
$
21
$
-
$
4,611
182
$
4,793
$
-
$
28,906
25
28,931
(371)
$
$
$
941,184
7,472
948,656
(850)
$
$
The following table provides information on the Company’s risk categories by loan class:
As of December 31, 2022
Classified
Nonclassified
$
$
236,663
22,530
300,216
165,709
21
83,358
2,026
26,664
837,187
319
195
3,858
7,706
-
925
-
-
13,003
$
$
(Dollars in thousands)
One-to-four family residential real estate loans
Construction and land loans
Commercial real estate loans
Commercial loans
Paycheck protection program loans
Agriculture loans
Municipal loans
Consumer loans
Total
84
The following table provides information on the Company’s allowance for credit losses related to unfunded loan
commitments.
(dollars in thousands)
Balance at January 1, 2023
Impact of adopting ASC 326
Provision for credit losses
Balance at December 31, 2023
$
170
-
80
250
$
The following table presents the amortized cost basis of loans at December 31, 2023 that were both experiencing
financial difficulty and modified by class, type of modification and includes the financial effect of the modification.
(Dollars in thousands)
As of December 31, 2023
Amortized cost
basis
% of loan class
total
Financial effect
Term extension:
Commercial
$
141
0.1%
90 day payment deferral
As of December 31, 2023, all loans experiencing both financial difficulty and modified during the twelve months
ended December 31, 2023 were current under the terms of the agreements. There were no commitments to lend additional
funds to the borrowers and there were no charge-offs recorded against the loans. The Company had a $1,000 allowance for
credit losses recorded against these loans as of December 31, 2023. The Company did not have any loan modifications that
had a payment default during the twelve months ended December 31, 2023.
The Company had loans and unfunded commitments to directors and officers, and to affiliated parties, at December
31, 2023 and 2022. A summary of such loans is as follows:
(Dollars in thousands)
Balance at December 31, 2022
New loans
Repayments
Balance at December 31, 2023
$
$
14,573
3,250
(4,767)
13,056
(7) Loan Commitments
The Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet
customers’ financing needs. These financial instruments consist principally of commitments to extend credit. The Company
uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments.
The Company’s exposure to credit loss in the event of nonperformance by the other party is represented by the contractual
amount of those instruments. In the normal course of business, there are various commitments and contingent liabilities, such
as commitments to extend credit, letters of credit, and lines of credit, the balance of which are not recorded in the
accompanying consolidated financial statements. The Company generally requires collateral or other security on unfunded
loan commitments and irrevocable letters of credit. Unfunded commitments to extend credit, excluding standby letters of
credit, aggregated to $211.8 million and $183.5 million at December 31, 2023 and 2022, respectively, and are generally at
variable interest rates. Standby letters of credit totaled $1.6 million at December 31, 2023 and $2.7 million at December 31,
2022.
85
(8) Goodwill and Intangible Assets
The changes in goodwill is as follows:
(Dollars in thousands)
Years ended December 31,
2023
2022
2021
Balance at January 1
Acquired goodwill
Acquisition period adjustments
$
32,199
$
17,532
$
17,532
-
178
14,667
-
-
-
Balance at December 31
$
32,377
$
32,199
$
17,532
The Company performed its annual impairment test as of December 31, 2023. Based on the results of the qualitative
analysis, the Company concluded it was more likely than not that its goodwill was not impaired.
A summary of the other intangible assets that continue to be subject to amortization is as follows:
(Dollars in thousands)
Gross carrying amount
Accumulated amortization
Net carrying amount
As of December 31,
2023
$ 4,170
(929)
$ 3,241
2022
$ 5,880
(1,874)
$ 4,006
Amortization expense for the years ended December 31, 2023 and 2022 was $765,000 and $248,000. The following
sets forth estimated amortization expense for core deposit intangible assets for the years ending December 31:
(Dollars in thousands)
2024
2025
2026
2027
2028
Thereafter
Total
Amortization
expense
663
588
512
436
360
682
3,241
$
(9) Mortgage Loan Servicing
Mortgage loans serviced for others are not reported as assets. The following table provides information on the
principal balances of mortgage loans serviced for others:
(Dollars in thousands)
FHLMC
FHLB
Total
As of December 31,
2023
2022
$ 659,488 $ 685,859
28,621 27,285
713,144
$
688,109
$
Custodial escrow balances maintained in connection with serviced loans were $5.0 million at December 31, 2023
and $5.3 million at December 31 2022. Gross service fee income related to such loans was $1.8 million for the years ended
December 31, 2023 and 2022 and 2021, and is included in fees and service charges in the consolidated statements of earnings.
86
Activity for mortgage servicing rights and the related valuation allowance follows:
(Dollars in thousands)
Mortgage servicing rights:
Balance at beginning of year
Additions
Amortization
Balance at end of year
As of December 31,
2023
2022
$ 3,813 $ 4,193
424 818
(1,079) (1,198)
$ 3,158 $ 3,813
At December 31, 2023 and 2022, there was no valuation allowance related to mortgage servicing rights.
The fair value of mortgage servicing rights was $9.5 million and $10.3 million at December 31, 2023 and 2022,
respectively. Fair value at December 31, 2023 was determined using discount rate at 10.0%, prepayment speeds ranging from
6.00% to 26.87%, depending on the stratification of the specific mortgage servicing right, and a weighted average default
rate of 1.65%. Fair value at December 31, 2022 was determined using discount rate at 9.50%,, prepayment speeds ranging
from 6.00% to 21.34%, depending on the stratification of the specific mortgage servicing right, and a weighted average
default rate of 1.47%.
The Company had a mortgage repurchase reserve of $159,000 at December 31, 2023 and $225,000 at December 31,
2022, which represents the Company’s best estimate of probable losses that the Company will incur related to the repurchase
of one-to-four family residential real estate loans previously sold or to reimburse investors for credit losses incurred on loans
previously sold where a breach of the contractual representations and warranties occurred. The Company made a $50,000
provision to the reserve during 2023 compared to no reserve during 2022 and 2021. The Company charged losses of $116,000,
$1,000 and $9,000 against the reserve during 2023, 2022 and 2021, respectively. As of December 31, 2023, the Company
had no outstanding mortgage repurchase requests.
(10) Premises and Equipment
Premises and equipment consisted of the following:
(Dollars in thousands)
Land
Office buildings and improvements
Furniture and equipment
Automobiles
Total premises and equipment
Accumulated depreciation
Total premises and equipment, net
Estimated
useful lives
Indefinite
10 - 50 years
3 - 15 years
2 - 5 years
As of December 31,
2023
2022
$
$
5,444
20,868
9,729
555
36,596
(16,887)
19,709
7,234
23,839
9,326
555
40,954
(16,627)
24,327
$
$
Depreciation expense totaled $1.3 million for the year ended December 31, 2023, $1.1 million for the year ended
December 31, 2022, and $997,000 during the year ended 2021 and was included in occupancy and equipment expense on the
consolidated statements of earnings.
87
(11) Deposits
The following table presents the maturities of certificates of deposit at December 31, 2023:
(Dollars in thousands)
Year
2024
2025
2026
2027
2028
Thereafter
Total
Amount
163,439
12,307
2,893
2,385
2,128
2
$ 183,154
The aggregate amount of certificate of deposit in denominations of $250,000 or more at December 31, 2023 and
2022 was $50.2 million and $25.6 million, respectively. As of December 31, 2023, the Company had $83.2 million in
brokered deposits compared to $10.3 million at December 31, 2022.
The components of interest expense associated with deposits are as follows:
(Dollars in thousands)
Certificates of deposit
Money market and checking
Savings
Total
Years ended December 31,
2022
$ 412
2,318
46
$ 2,776
2021
$ 476
500
47
$ 1,023
2023
$ 4,310
10,818
126
$ 15,254
(12) Federal Home Loan Bank Borrowings
The Bank has a line of credit, renewable annually each September, with the FHLB under which there were $58.0
million of borrowings at December 31, 2023 compared to $8.2 million of borrowings at December 2022. Interest on any
outstanding balance on the line of credit accrues at the federal funds rate plus 0.15% (5.55% at December 31, 2023). The
Company had $20.0 million letters of credit issued through the FHLB at December 31, 2023 compared to none at December
31, 2022 to secure municipal deposits. The Company did not have any term advances from FHLB at December 31, 2023 and
2022.
Although no loans are specifically pledged, the FHLB requires the Bank to maintain eligible collateral (qualifying
loans and investment securities) that has a lending value at least equal to its required collateral. At December 31, 2023 and
2022, there was a blanket pledge of loans totaling $328.7 million and $139.0 million, respectively. At December 31, 2023
and 2022, the Bank’s total borrowing capacity with the FHLB was approximately $232.3 million and $111.0 million,
respectively. At December 31, 2023 and 2022, the Bank’s available borrowing capacity was $153.1 million and $101.8
million, respectively. The difference between the Bank’s total borrowing capacity and available borrowing capacity is related
to the amount of borrowings outstanding and letters of credit issued to collateralized public fund deposits. The available
borrowing capacity with the FHLB is collateral based, and the Bank’s ability to borrow is subject to maintaining collateral
that meets the eligibility requirements. The borrowing capacity is not committed and is subject to FHLB credit requirements
and policies. In addition, the Bank must maintain a restricted investment in FHLB stock to maintain access to borrowings.
88
(13) Subordinated Debentures
In 2003, the Company issued $8.2 million of subordinated debentures. These debentures, which are due in 2034
and are currently redeemable, were issued to a wholly owned grantor trust (the “Trust”) formed to issue preferred securities
representing undivided beneficial interests in the assets of the Trust. The Trust then invested the gross proceeds of such
preferred securities in the debentures. The Trust’s preferred securities and the subordinated debentures require quarterly
interest payments and have variable rates, adjustable quarterly. Interest accrues at three month CME term SOFR plus a spread
adjustment of 0.26% and a margin of 2.85%. The interest rate at December 31, 2023 and 2022 was 8.50% and 7.26%,
respectively.
In 2005, the Company issued an additional $8.2 million of subordinated debentures. These debentures, which are
due in 2036 and are currently redeemable, were issued to a wholly owned grantor trust (“Trust II”) formed to issue preferred
securities representing undivided beneficial interests in the assets of Trust II. Trust II then invested the gross proceeds of such
preferred securities in the debentures. Trust II’s preferred securities and the subordinated debentures require quarterly interest
payments and have variable rates, adjustable quarterly. Interest accrues at three month CME term SOFR plus a spread
adjustment of 0.26% and a margin of 1.34%. The interest rate at December 31, 2023 and 2022 was 6.99% and 6.11%,
respectively.
In 2013, the Company assumed an additional $5.2 million of subordinated debentures as part of the Bank’s
acquisition of Citizens Bank. These debentures, which are due in 2036 and are currently redeemable, were issued by Citizens
Bank’s former holding company to a wholly owned grantor trust, First Capital (KS) Statutory Trust (“Trust III”) formed to
issue preferred securities representing undivided beneficial interests in the assets of Trust III. Trust III’s preferred securities
and the subordinated debentures require quarterly interest payments and have variable rates, adjustable quarterly. Interest
accrues at three month CME term SOFR plus a spread adjustment of 0.26% and a margin of 1.62%. The interest rate at
December 31, 2023 and 2022 was 7.24% and 6.35% respectively.
While these trusts are accounted for as unconsolidated equity investments, a portion of the trust preferred securities
issued by the trusts qualifies as Tier 1 Capital for regulatory purposes.
(14) Other Borrowings
The Company has a $5.0 million line of credit from an unrelated financial institution maturing on November 1,
2024, with an interest rate that adjusts daily based on the prime rate less 0.50%. This line of credit has covenants specific to
capital and other financial ratios, which the Company was in compliance with at December 31, 2023. As of December 31,
2023 and 2022, the Company did not have an outstanding balance on the line of credit.
The Company borrowed $10.0 million from an unrelated financial institution at a fixed rate of 6.15% maturing on
September 1, 2027, which requires quarterly principal and interest payments. This borrowing has covenants specific to capital
and other financial ratios, which the Company was in compliance with at December 31, 2023. The principal balance was $6.6
million and $9.0 million at December 31, 2023 and 2022, respectively.
At December 31, 2023 and 2022, the Bank had no borrowings through the Federal Reserve discount window, while
the borrowing capacity was $60.7 million and $65.4 million, respectively. The Bank also has various other federal funds
agreements, both secured and unsecured, with correspondent banks totaling approximately $30.0 million at December 31,
2023 and 2022. As of December 31, 2023 and 2022, there were no borrowings through these correspondent bank federal
funds agreements.
(15) Repurchase Agreements
The Company has overnight repurchase agreements with certain deposit customers whereby the Company uses
investment securities as collateral for non-insured funds. These balances are accounted for as collateralized financing and
included in other borrowings on the balance sheet.
Repurchase agreements are comprised of non-insured customer funds, totaling $12.7 million at December 31, 2023,
and $29.4 million at December 31, 2022, which were secured by $23.7 million and $38.4 million of the Bank’s investment
portfolio at the same dates, respectively.
89
The following is a summary of the balances and collateral of the Company’s repurchase agreements:
(Dollars in thousands)
Years ended December 31,
2023
2022
$ 18,361 $ 13,239
Average daily balance during the year
Average interest rate during the year
1.11%
Maximum month-end balance during the year $ 20,083 $ 33,930
1.70%
Weighted average interest rate at year-end
2.84%
2.72%
As of December 31, 2023
Overnight and
Continuous Up to 30 days
30-90 days
Greater
than 90 days
Total
Repurchase agreements:
U.S. federal treasury obligations
Total
$
$
12,714
12,714
$
-
$
-
-
$
$
-
-
$
$
-
$
$
12,714
12,714
As of December 31, 2022
Overnight and
Continuous Up to 30 days
30-90 days
Greater
than 90 days
Total
Repurchase agreements:
U.S. federal treasury obligations
U.S. federal agency obligations
Agency mortgage-backed securities
Total
$
$
25,973
1,236
2,193
29,402
-
$
-
-
$
-
-
$
-
-
$
-
-
$
-
-
$
-
$
$
25,973
1,236
2,193
29,402
The investment securities are held by a third party financial institution in the customer’s custodial account. The
Company is required to maintain adequate collateral for each repurchase agreement. Changes in the fair value of the
investment securities impact the amount of collateral required. If the Company were to default, the investment securities
would be used to settle the repurchase agreement with the deposit customer.
(16) Revenue from Contracts with Customers
All of the Company’s revenue from contracts with customers in the scope of ASC 606 is recognized within non-
interest income. Items outside the scope of ASC 606 are noted as such.
(Dollars in thousands)
Non-interest income:
Service charges on deposits
Overdraft fees
Other
Interchange income
Loan servicing fees (1)
Office lease income (1)
Gains on sales of loans (1)
Bank owned life insurance income (1)
(Losses) gains on sales of investment securities (1)
Gains (losses) on sales of premises and equipment and foreclosed assets
Other
Total non-interest income
(1) Not within the scope of ASC 606.
90
Years ended December 31,
2022
2023
2021
$
$
$
3,845
1,080
3,206
1,788
509
2,269
913
(1,246)
1
865
13,230
3,747
787
3,098
1,819
123
3,444
780
(1,103)
114
891
13,700
2,987
679
3,261
1,780
574
10,487
686
1,138
(4)
673
22,261
$
$
$
A description of the Company’s revenue streams within the scope of ASC 606 follows:
Service Charges on Deposit Accounts
The Company earns fees from its deposit customers for transaction-based, account maintenance, and overdraft
services. Transaction-based fees, which include services such as ATM usage fees, stop payment charges, statement rendering,
and ACH fees, are recognized at the time the transaction is executed as that is the point in time the Company fulfills the
customer’s request. Account maintenance fees, which relate primarily to monthly maintenance, are earned over the course of
a month, representing the period during which the Company satisfies the performance obligation. Overdraft fees are
recognized at the point in time that the overdraft occurs. Service charges on deposits are withdrawn from the customer’s
account balance.
Interchange Income
The Company earns interchange fees from debit cardholder transactions conducted through the interchange payment
network. Interchange fees from cardholder transactions represent a percentage of the underlying transaction value and are
recognized daily, concurrently with the transaction processing services provided to the cardholder.
Gains (Losses) on Sales of Real Estate Owned
The Company records a gain or loss from the sale of real estate owned when control of the property transfers to the
buyer, which generally occurs at the time of an executed deed. When the Company finances the sale of real estate owned to
the buyer, the Company assesses whether the buyer is committed to perform their obligations under the contract and whether
collectability of the transaction price is probable. Once these criteria are met, the real estate owned asset is derecognized and
the gain or loss on sale is recorded upon the transfer of control of the property to the buyer. In determining the gain or loss
on the sale, the Company adjusts the transaction price and related gain (loss) on sale if a significant financing component is
present. There were no sales of real estate owned that were financed by the Company during the years 2023, 2022 or 2021.
91
(17) Income Taxes
Income tax expense (benefit) attributable to income from operations consisted of the following:
(Dollars in thousands)
Current:
Federal
State
Total current
Deferred:
Federal
State
Total deferred
Deferred tax valuation allowance
Income tax expense
Years ended December 31,
2022
2021
2023
$
1,711
(161)
1,550
$
559
(317)
242
$
3,039
967
4,006
295
56
351
53
1,954
$
994
238
1,232
(42)
1,432
$
662
196
858
(50)
4,814
$
The reasons for the difference between actual income tax expense (benefit) and expected income tax expense
attributable to income from operations at the statutory federal income tax rate were as follows:
Years ended December 31,
2022
2023
2021
$
2,980
$
2,375
$
4,793
(592)
2
(208)
(517)
476
(47)
(140)
1,954
$
(633)
(4)
(180)
(465)
369
(23)
(7)
1,432
$
(645)
(29)
(156)
162
718
(19)
(10)
4,814
$
(Dollars in thousands)
Computed “expected” tax expense
(Reduction) increase in income taxes resulting from:
Tax-exempt interest income, net
Excess tax expense (benefit) from stock option exercise
Bank owned life insurance
Reversal of unrecognized tax benefits, net
State income taxes, net of federal benefit
Investment tax credits
Other, net
92
The tax effects of temporary differences that give rise to the significant portions of the deferred tax assets and
liabilities at the following dates were as follows:
(Dollars in thousands)
Deferred tax assets:
Unrealized loss on investment securities available-for-sale
Loans, including allowance for credit losses
State taxes
Other, net
Investments
Net operating loss carry forwards
Acquisition costs
Net deferred loan fees
Valuation allowance on other real estate
Deferred compensation arrangements
Total deferred tax assets
Less valuation allowance
Total deferred tax assets, net of valuation allowance
Deferred tax liabilities:
Intangible assets
Mortgage servicing rights
Prepaid expenses
Premises and equipment, net of depreciation
Investments
FHLB stock dividends
Unrealized gain on investment securities available-for-sale
Total deferred tax liabilities
As of December 31,
2023
2022
$
5,371
2,949
536
244
-
332
99
144
75
62
9,812
(234)
9,578
$
8,132
2,879
562
210
184
181
120
78
74
62
12,482
(181)
12,301
1,277
681
586
618
158
59
-
3,379
1,324
801
554
241
-
17
-
2,937
Net deferred tax asset
$
6,199
$
9,364
The Company has Kansas corporate and privilege tax net operating loss carry forwards totaling $4.6 million and
$3.1 million as of December 31, 2023 and 2022, respectively, which expire between 2024 and 2032. The Company has
recorded a valuation allowance against the Kansas net operating loss carry forwards. The Company has federal net operating
loss carry forwards totaling $465,000 and $1.3 million as of December 31, 2023 and 2022, respectively, which does not have
a valuation allowance recorded against it. A valuation allowance related to the remaining deferred tax assets has not been
provided because management believes it is more likely than not that the results of future operations will generate sufficient
taxable income to realize the deferred tax assets at December 31, 2023.
Retained earnings at December 31, 2023 and 2022 include approximately $6.3 million for which no provision for
federal income tax had been made. This amount represents allocations of income to bad debt deductions in years prior to
1988 for tax purposes only. Reduction of amounts allocated for purposes other than tax bad debt losses will create income
for tax purposes only, which will be subject to the then current corporate income tax rate.
93
The Company has unrecognized tax benefits representing tax positions for which a liability has been established. A
reconciliation of the beginning and ending amount of the liability relating to unrecognized tax benefits is as follows:
(Dollars in thousands)
Unrecognized tax benefits at beginning of year
Gross increases to current year tax positions
Gross decreases to prior year’s tax positions
Lapse of statute of limitations
Unrecognized tax benefits at end of year
Years ended December 31,
2022
2023
$ 2,290
$ 2,157
472
390
(61) (61)
(528) (462)
$ 2,040
$ 2,157
Tax years that remain open and subject to audit include the years 2020 through 2023 for both federal and state tax
purposes. The Company recognized $528,000 and $462,000 of previously unrecognized tax benefits during 2023 and 2022,
respectively. The gross unrecognized tax benefits of $2.0 million and $2.2 million at December 31, 2023 and December 31,
2022, respectively, would favorably impact the effective tax rate by $1.6 million and $1.7 million, respectively, if recognized.
During 2023 and 2022, the Company recorded an income tax benefit of $51,000 and $52,000, respectively associated with
interest and penalties. During 2021, the Company recorded $298,000 of income tax expense associated with interest and
penalties. As of December 31, 2023 and 2022, the Company had accrued interest and penalties related to the unrecognized
tax benefits of $520,000 and $571,000, respectively, which are not included in the table above. The Company believes that
it is reasonably possible that a reduction in gross unrecognized tax benefits of up to $975,000 is possible during the next 12
months as a result of the lapse of the statute of limitations.
(18) Employee Benefit Plans
Employee Retirement Plan. Substantially all employees are covered under a 401(k) defined contribution savings
plan. Eligible employees receive 100% matching contributions from the Company of up to 6% of their compensation.
Matching contributions by the Company were $857,000, $768,000 and $800,000 for the years ended December 31, 2023,
2022 and 2021, respectively.
Split Dollar Life Insurance Agreement. The Company has recognized a liability for future benefits payable under
an agreement that splits the benefits of a bank owned life insurance policy between the Company and a former employee.
The liability totaled $44,000 at December 31, 2023 and $43,000 at December 31, 2022.
Deferred Compensation Agreements. The Company has entered into deferred compensation and other retirement
agreements with certain key employees that provide for cash payments to be made after their respective retirements. The
obligations under these arrangements have been recorded at the present value of the accrued benefits. The Company has also
entered into agreements with certain directors to defer portions of their compensation. The balance of accrued benefits under
these arrangements was $798,000 and $663,000 at December 31, 2023 and 2022, respectively, and was included as a
component of other liabilities in the accompanying consolidated balance sheets. The Company recorded expense associated
with the deferred compensation agreements of $2,000 for the year ended December 31, 2023 and recorded income associated
with the deferred compensation agreements of $1,000 for the year ended December 31, 2022 and recorded expense associated
with the deferred compensation agreements of $3,000 for the year ended December 31, 2021. The liability balance is also
impacted by changes in the value of the underlying assets supporting the agreements for directors who have not retired.
(19) Stock Compensation Plan
The Company has a stock-based employee compensation plan which allows for the issuance of stock options and
restricted common stock, the purpose of which is to provide additional incentive to certain officers, directors, and key
employees by facilitating their purchase of a stock interest in the Company. Compensation expense related to prior awards is
recognized on a straight line basis over the vesting period, which is typically four years. The stock-based compensation cost
related to these awards was $352,000, $295,000 and $323,000 for the years ended December 31, 2023, 2022 and 2021,
respectively. The Company recognized tax benefits of $84,000, $77,000, and $113,000 for the years ended December 31,
2023, 2022 and 2021, respectively.
94
For stock options, the exercise price may not be less than 100% of the fair market value of the shares on the date of
the grant, and no option shall be exercisable after the expiration of ten years from the grant date. In determining compensation
cost, the Black-Scholes option-pricing model is used to estimate the fair value of options on date of grant. The Black-Scholes
model is a closed-end model that uses the assumptions outlined below. Expected volatility is based on historical volatility of
the Company’s stock. The Company uses historical exercise behavior and other qualitative factors to estimate the expected
term of the options, which represents the period of time that the options granted are expected to be outstanding. The risk-
free rate for the expected term is based on U.S. Treasury rates in effect at the time of grant.
On May 20, 2015, our stockholders approved the 2015 Stock Incentive Plan which authorized the issuance of equity
awards covering 387,832 shares of common stock, as adjusted for subsequent stock dividends. On August 1, 2021, the
Compensation Committee awarded 3,334 shares of restricted common stock, as adjusted for subsequent stock dividends and
options to acquire 56,328 shares of common stock, as adjusted for subsequent stock dividends. The restricted stock awards
vest ratably over one year and the value was based on a stock price of $23.97 per share on the date such shares were granted,
as adjusted for subsequent stock dividends. The options vest ratably over four years. On August 1, 2022, the Compensation
Committee awarded 19,350 shares of restricted common stock, as adjusted for subsequent stock dividends. The restricted
stock awards vest ratably over one or four years and the value was based on a stock price of $23.12 per share on the date such
shares were granted, as adjusted for subsequent stock dividends. On August 1, 2023, the Compensation Committee awarded
5,452 shares of restricted common stock, as adjusted for subsequent stock dividends and options to acquire 85,167 shares of
common stock, as adjusted for subsequent stock dividends. The restricted stock awards vest ratably over one year and the
value was based on a stock price of $20.16 per share on the date such shares were granted, as adjusted for subsequent stock
dividends. The options vest ratably over four years.
The fair value of the options granted were determined using the following weighted-average assumptions as of the
grant date:
Risk-free interest rate
Expected term
Expected stock price volatility
Dividend yield
Years ended December 31,
2022
n/a
n/a
n/a
n/a
2021
1.00%
7 years
28.51%
2.88%
2023
4.15%
7 years
26.31%
3.97%
A summary of option activity during 2023 is presented below:
(Dollars in thousands, except per share amounts)
Outstanding at January 1, 2023
Granted
Effect of 5% stock dividend
Forfeited/expired
Exercised
Outstanding at December 31, 2023
Exercisable at December 31, 2023
Fully vested options at December 31, 2023
Weighted
average
exercise
price
per share
Shares
144,572 $ 21.87
81,111 $ 20.16
10,888
(5,470) $ 22.90
(2,693) $ 19.29
228,408 $ 20.58
114,561 $ 20.05
114,561 $ 20.05
Weighted
average
remaining
contractual
term
6.8 years $ 502
Aggregate
intrinsic
value
7.2 years $ 88
5.4 years $ 88
5.4 years $ 88
95
Additional information about stock options exercised is presented below:
(Dollars in thousands)
Intrinsic value of options exercised (on exercise date)
Cash received from options exercised
Excess tax benefit realized from options exercised
Years ended December 31,
2022
$ 3
-
$ -
2023
$ 4
52
$ 1
2021
$ 141
22
$ 21
As of December 31, 2023, there was $418,000 of total unrecognized compensation cost related to the 113,847
outstanding unvested options that will be recognized over the following periods:
(Dollars in thousands)
Year
2024
2025
2026
2027
Total
Amount
150
125
90
53
$ 418
The fair value of restricted stock on the vesting date was $187,000, $223,000 and $229,000 during the years ended
December 31, 2023, 2022 and 2021 respectively. A summary of nonvested restricted common stock activity during 2023 is
presented below:
Nonvested restricted common stock at January 1, 2023
Granted
Vested
Forfeited
Effect of 5% stock dividend
Nonvested restricted common stock at December 31, 2023
Weighted
average
grant date
price per
share
$
$
$
$
23.50
21.17
22.40
17.80
$
22.40
Shares
26,057
5,192
(8,975)
(350)
1,077
23,001
As of December 31, 2023, there was $326,000 of total unrecognized compensation cost related to the 23,001
outstanding nonvested restricted shares that will be recognized over the following periods:
(Dollars in thousands)
Year
2024
2025
2026
Total
Amount
181
92
53
$ 326
96
(20) Fair Value of Financial Instruments and Fair Value Measurements
Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the
principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the
measurement date. There are three levels of inputs that may be used to measure fair values:
Level 1 – Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability
to access as of the measurement date.
Level 2 – Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or
liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by
observable market data.
Level 3 – Significant unobservable inputs that reflect a company’s own assumptions about the assumptions that
market participants would use in pricing an asset or liability.
97
Fair value estimates of the Company’s financial instruments as of December 31, 2023 and 2022, including methods
and assumptions utilized, are set forth below:
(Dollars in thousands)
As of December 31, 2023
Financial assets:
Cash and cash equivalents
Interest-bearing deposits at other banks
Investment securities available-for-sale
Investment securities held-to-maturity
Bank stocks, at cost
Loans, net
Loans held for sale
Mortgage servicing rights
Accrued interest receivable
Derivative financial instruments
Financial liabilities:
Non-maturity deposits
Certificates of deposit
FHLB and other borrowings
Subordinated debentures
Repurchase agreements
Accrued interest payable
Derivative financial instruments
(Dollars in thousands)
Financial assets:
Cash and cash equivalents
Interest-bearing deposits at other banks
Investment securities available-for-sale
Investment securities held-to-maturity
Bank stocks, at cost
Loans, net
Loans held for sale
Mortgage servicing rights
Accrued interest receivable
Derivative financial instruments
Financial liabilities:
Non-maturity deposits
Certificates of deposit
FHLB and other borrowings
Subordinated debentures
Repurchase agreements
Accrued interest payable
Transfers
Carrying
amount
$
27,101
4,918
452,769
3,555
8,123
937,619
853
3,158
7,341
114
$
(1,133,097)
(183,154)
(64,662)
(21,651)
(12,714)
(1,979)
(14)
Carrying
amount
$
23,156
9,084
489,306
3,524
5,470
841,149
2,488
3,813
5,879
126
$
(1,207,371)
(93,278)
(17,200)
(21,651)
(29,402)
(439)
Level 1
Level 2
Level 3
Total
$
27,101
-
95,667
-
n/a
-
-
-
327
-
-
$
4,918
357,102
3,049
n/a
-
853
9,498
2,280
114
-
$
-
-
-
n/a
920,984
-
-
4,734
-
$
27,101
4,918
452,769
3,049
n/a
920,984
853
9,498
7,341
114
$
(1,133,097)
-
-
-
-
-
-
$
-
(181,655)
(65,478)
(18,906)
(12,714)
(1,979)
(14)
$
-
-
-
-
-
-
-
$
(1,133,097)
(181,655)
(65,478)
(18,906)
(12,714)
(1,979)
(14)
As of December 31, 2022
Level 1
Level 2
Level 3
Total
$
23,156
-
123,111
-
n/a
-
-
-
426
-
-
$
9,084
366,195
3,452
n/a
-
2,488
10,282
2,150
126
-
$
-
-
-
n/a
828,726
-
-
3,303
-
$
23,156
9,084
489,306
3,452
n/a
828,726
2,488
10,282
5,879
126
$
(1,207,371)
-
-
-
-
-
$
-
(90,760)
(14,981)
(18,189)
(29,402)
(439)
-
$
-
-
-
-
-
$
(1,207,371)
(90,760)
(14,981)
(18,189)
(29,402)
(439)
The Company did not transfer any assets or liabilities among levels during the year ended December 31, 2023 or
2022.
98
Valuation Methods for Instruments Measured at Fair Value on a Recurring Basis
The following table represents the Company’s financial instruments that are measured at fair value on a recurring
basis at December 31, 2023 and 2022, allocated to the appropriate fair value hierarchy:
(Dollars in thousands)
Assets:
Available-for-sale securities
U. S. treasury securities
Municipal obligations, tax exempt
Municipal obligations, taxable
Agency mortgage-backed securities
Loans held for sale
Derivative financial instruments
Liabilities:
Derivative financial instruments
(Dollars in thousands)
Assets:
Available-for-sale securities
U. S. treasury securities
U. S. federal agency obligations
Municipal obligations, tax exempt
Municipal obligations, taxable
Agency mortgage-backed securities
Loans held for sale
Derivative financial instruments
As of December 31, 2023
Fair value hierarchy
Level 2
Level 3
Total
Level 1
$
95,667
120,623
79,083
157,396
853
114
$
95,667
-
-
-
-
-
-
$
120,623
79,083
157,396
853
114
-
$
-
-
-
-
-
(14)
-
(14)
-
As of December 31, 2022
Fair value hierarchy
Level 2
Level 3
Total
Level 1
$
123,111
1,988
127,262
67,244
169,701
2,488
126
$
123,111
-
-
-
-
-
-
-
$
1,988
127,262
67,244
169,701
2,488
126
-
$
-
-
-
-
-
-
The Company’s investment securities classified as available-for-sale include U.S. treasury securities, U.S. federal
agency securities, municipal obligations and agency mortgage-backed securities. Quoted exchange prices are available for
the Company’s U.S treasury securities which are classified as Level 1. U.S. federal agency securities and agency mortgage-
backed obligations are priced utilizing industry-standard models that consider various assumptions, including time value,
yield curves, volatility factors, prepayment speeds, default rates, loss severity, current market and contractual prices for the
underlying financial instruments, as well as other relevant economic measures. Substantially all of these assumptions are
observable in the marketplace, can be derived from observable data, or are supported by observable levels at which
transactions are executed in the marketplace. These measurements are classified as Level 2. Municipal securities are valued
using a type of matrix, or grid, pricing in which securities are benchmarked against U.S. treasury rates based on credit rating.
These model and matrix measurements are classified as Level 2 in the fair value hierarchy.
Changes in the fair value of available-for-sale securities are included in other comprehensive income to the extent
the changes are not considered credit-related.
Mortgage loans originated and intended for sale in the secondary market are carried at estimated fair value. The
mortgage loan valuations are based on quoted secondary market prices for similar loans and are classified as Level 2. Changes
in the fair value of mortgage loans originated and intended for sale in the secondary market and derivative financial
instruments are included in gains on sales of loans.
99
The aggregate fair value, contractual balance (including accrued interest), and gain or loss on loans held for sale
were as follows:
(Dollars in thousands)
Aggregate fair value
Contractual balance
Gain
As of December 31,
2023
2022
$ 853
$ 2,488
848
2,468
$ 5
$ 20
The Company’s derivative financial instruments consist of interest rate lock commitments and forward commitments
for the future delivery of these mortgage loans. The fair values of these derivatives are based on quoted prices for similar
loans in the secondary market. The market prices are adjusted by a factor, based on the Company’s historical data and its
judgment about future economic trends, which considers the likelihood that a commitment will ultimately result in a closed
loan. These instruments are classified as Level 2. The amounts are included in other assets or other liabilities on the
consolidated balance sheets and gains on sale of loans, net in the consolidated statements of earnings. The total amount of
gains and losses from changes in fair value of derivative financial instruments included in earnings were as follows:
(Dollars in thousands)
2023
2022
2021
Total change in fair value
$ (26)
$ (368)
$ (836)
As of December 31,
Valuation Methods for Instruments Measured at Fair Value on a Nonrecurring Basis
The Company does not record its loan portfolio at fair value. Collateral-dependent loans are generally carried at the
lower of cost or fair value of the collateral, less estimated selling costs. Collateral values are determined based on appraisals
performed by qualified licensed appraisers hired by the Company and then further adjusted if warranted based on relevant
facts and circumstances. The appraisals may utilize a single valuation approach or a combination of approaches including the
comparable sales and income approach. Adjustments are routinely made in the appraisal process by the appraisers to adjust
for differences between the comparable sales and income data available. Such adjustments are typically significant and result
in a Level 3 classification of the inputs for determining fair value. Individually evaluated loans are reviewed at least quarterly
for additional impairment and adjusted accordingly, based on the same factors identified above. The carrying value of the
Company’s individually evaluated loans was $4.3 million at December 31, 2023 and $4.1 million at December 31, 2022,
respectively. The Company’s individually evaluated loans with an allowance for credit losses was $1.7 million and $755,000,
with an allocated allowance of $311,000 and $654,000, at December 31, 2023 and December 31, 2022, respectively.
Real estate owned includes assets acquired through, or in lieu of, foreclosure and land previously acquired for
expansion. Real estate owned is initially recorded at the fair value of the collateral less estimated selling costs. Subsequent
valuations are updated periodically and are based upon independent appraisals, third party price opinions or internal pricing
models. The appraisals may utilize a single valuation approach or a combination of approaches including the comparable
sales and income approach. Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences
between the comparable sales and income data available. Such adjustments are typically significant and result in a Level 3
classification of the inputs for determining fair value. Real estate owned is reviewed and evaluated at least annually for
additional impairment and adjusted accordingly, based on the same factors identified above.
100
The following table presents quantitative information about Level 3 fair value measurements for individually
evaluated loans measure at fair value on a non-recurring basis as of December 31, 2023 and 2022.
(Dollars in thousands)
As of December 31, 2023
Individual evaluated loans:
One-to-four family residential real estate
Commercial loans
Real estate owned:
One-to-four family residential real estate
As of December 31, 2022
Impaired loans:
Commercial loans
Real estate owned:
One-to-four family residential real estate
Commercial real estate
(21) Regulatory Capital Requirements
Fair value Valuation technique
Unobservable inputs
Range
$
31
1,386
Sales comparison
Sales comparison
Adjustment to appraised value
Adjustment to comparable sales
7%
0%-50%
266
Sales comparison
Adjustment to appraised value
10%
$
101
Sales comparison
Adjustment to comparable sales
0%-25%
272
234
Sales comparison
Sales comparison
Adjustment to appraised value
Adjustment to appraised value
15%
15%
Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking
agencies. Capital adequacy guidelines and, additionally for banks, prompt corrective action regulations involve quantitative
measures of assets, liabilities, and certain off-balance-sheet items calculated under regulatory accounting practices. Capital
amounts and classifications are also subject to qualitative judgments by regulators. Failure to meet capital requirements can
initiate regulatory action. Management believed that as of December 31, 2023, the Company and the Bank met all capital
adequacy requirements to which they were subject at that time.
Prompt corrective action regulations provide five classifications: well capitalized, adequately capitalized,
undercapitalized, significantly undercapitalized, and critically undercapitalized, although these terms are not used to represent
overall financial condition. If adequately capitalized, regulatory approval is required to accept brokered deposits. If
undercapitalized, capital distributions are limited, as is asset growth and expansion, and capital restoration plans are required.
The Company and the Bank are subject to the Basel III Rule, which is applicable to all U.S. banks that are subject to minimum
capital requirements, as well as to bank and savings and loan holding companies other than “small bank holding companies”
(generally, non-public bank holding companies with consolidated assets of less than $3.0 billion).
The Basel III Rule includes a common equity Tier 1 capital to risk-weighted assets minimum ratio of 4.5%, a
minimum ratio of Tier 1 capital to risk-weighted assets of 6.0%, a minimum ratio of Total Capital to risk-weighted assets of
8.0%, and a minimum Tier 1 leverage ratio of 4.0%. A capital conservation buffer, equal to 2.5% of common equity Tier 1
capital, is also established above the regulatory minimum capital requirements. The capital conservation buffer increases the
common equity Tier 1 capital ratio, and Tier 1 capital and total risk based capital ratios.
As of December 31, 2023 and December 31, 2022, the most recent regulatory notifications categorized the Bank as
well capitalized under the regulatory framework for prompt corrective action then in effect. There are no conditions or events
since that notification that management believes have changed the institution’s category.
101
The following is a comparison of the Company’s regulatory capital to minimum capital requirements in effect at
December 31, 2023 and 2022:
(Dollars in thousands)
As of December 31, 2023
Leverage
Common Equity Tier 1 Capital
Tier 1 Capital
Total Risk Based Capital
As of December 31, 2022
Leverage
Common Equity Tier 1 Capital
Tier 1 Capital
Total Risk Based Capital
Actual
Ratio
Amount
For capital
adequacy purposes
Amount
Ratio (1)
$130,625
109,625
130,625
140,671
8.41%
10.39%
12.38%
13.33%
$ 62,116
73,854
89,680
110,781
$122,275
101,275
122,275
131,236
8.14%
10.37%
12.52%
13.44%
$ 60,100
68,352
82,999
102,528
4.0%
7.0%
8.5%
10.5%
4.0%
7.0%
8.5%
10.5%
(1) The required percent for capital adequacy purposes includes a capital conservation
buffer of 2.5%.
The following is a comparison of the Bank’s regulatory capital to minimum capital requirements in effect at
December 31, 2023 and 2022:
(Dollars in thousands)
As of December 31, 2023
Leverage
Common Equity Tier 1 Capital
Tier 1 Capital
Total Risk Based Capital
As of December 31, 2022
Leverage
Common Equity Tier 1 Capital
Tier 1 Capital
Total Risk Based Capital
Actual
Ratio
Amount
For capital
adequacy purposes
Amount
Ratio (1)
To be well-capitalized
under regulatory
guidelines
Amount
Ratio
$ 134,422
134,422
134,422
144,468
8.68%
12.74%
12.74%
13.70%
$ 61,951
73,833
89,655
110,750
$ 128,643
128,643
128,643
137,604
8.59%
13.18%
13.18%
14.10%
$ 59,933
68,309
82,947
102,464
4.0%
7.0%
8.5%
10.5%
4.0%
7.0%
8.5%
10.5%
$ 77,439
68,560
84,381
105,476
$ 74,917
63,430
78,068
97,585
5.0%
6.5%
8.0%
10.0%
5.0%
6.5%
8.0%
10.0%
(1) The required percent for capital adequacy purposes includes a capital conservation
buffer of 2.5%.
102
(22) Parent Company Condensed Financial Statements
The following is condensed financial information of the parent company as of December 31, 2023 and 2022
and for the years ended December 31, 2023, 2022 and 2021:
Condensed Balance Sheets
(Dollars in thousands)
Assets:
Cash and cash equivalents
Interest-bearing deposits at other banks
Investment in subsidiaries
Other
Total assets
Liabilities and stockholders' equity:
Subordinated debentures
Other borrowings
Other
Stockholders' equity
As of December 31,
2023
2022
$
286
$
166
215
153,813
990
214
140,802
959
$
155,304
$
142,141
$
21,651
$
21,651
6,649
90
126,914
9,000
57
111,433
Total liabilities and stockholders' equity
$
155,304
$
142,141
(Dollars in thousands)
Years ended December 31,
Condensed Statements of Earnings
2023
$
$
2021
$
8,000
1,000
51
8
(2,113)
(620)
6,326
5,252
102
11,680
(556)
12,236
8,510
20,746
2022
29,350
490
26
8
(998)
(412)
28,464
(19,030)
155
9,589
(289)
9,878
(28,946)
(19,068)
4,600
1,000
16
7
(472)
(532)
4,619
13,599
(272)
17,946
(65)
18,011
(5,567)
12,444
$
$
$
Dividends from Bank
Dividends from nonbank subsidiary
Interest income
Other non-interest income
Interest expense
Other expense, net
Earnings before equity in undistributed earnings
Increase (decrease) in undistributed equity of Bank
Increase (decrease) in undistributed equity of nonbank subsidiary
Earnings before income taxes
Income tax benefit
Net earnings
Other comprehensive income (loss)
Total comprehensive income
103
Condensed Statements of Cash Flows
(Dollars in thousands)
Years ended December 31,
2022
2021
2023
Cash flows from operating activities:
Net earnings
Decrease (increase) in undistributed equity of subsidiaries
Other
Net cash provided by operating activities
$
12,236
(5,354)
1
6,883
$
9,878
18,875
79
28,832
$
18,011
(13,327)
130
4,814
Cash flows from investing activities:
Net change in interest-bearing deposits at banks
Acquisition of Freedom Bancshares, Inc.
Net cash (used in) provided by investing activities
Cash flows from financing activities:
Proceeds from exercise of stock options
Payment of dividends
Purchase of treasury stock
Issuances of outstanding debt
Payment on outstanding debt
Net cash (used in) provided by financing activities
Net increase (decrease) in cash
Cash at beginning of year
Cash at end of year
-
1
1
-
(33,350)
(33,350)
-
(2)
(2)
52
(4,390)
(75)
-
(2,351)
(6,764)
120
166
286
$
-
(4,198)
(1,239)
10,065
(1,065)
3,563
(955)
1,121
166
$
22
(3,818)
-
-
-
(3,796)
1,016
105
1,121
$
Dividends paid by the Company are provided through dividends from the Bank and dividends from nonbank
subsidiaries. At December 31, 2023, the Bank could distribute dividends of up to $12.9 million without regulatory approvals.
The primary source of funds for the Company is dividends from the Bank. Under the National Bank Act, a national bank may
pay dividends out of its undivided profits in such amounts and at such times as the bank’s board of directors deems prudent.
Without prior OCC approval, however, a national bank may not pay dividends in any calendar year that, in the aggregate,
exceed the bank’s year-to-date net income plus the bank’s retained net income for the two preceding years. The payment of
dividends by any financial institution is affected by the requirement to maintain adequate capital pursuant to applicable capital
adequacy guidelines and regulations, and a financial institution generally is prohibited from paying any dividends if,
following payment thereof, the institution would be undercapitalized.
(23) Commitments, Contingencies and Guarantees
Commitments to extend credit are legally binding agreements to lend to a borrower provided there are no violations
of any conditions established in the contract. The Company, as a provider of financial services, routinely issues financial
guarantees in the form of financial and performance commercial and standby letters of credit. As many of the commitments
are expected to expire without being drawn upon, the total commitment does not necessarily represent future cash
requirements (see Note 7).
There are no pending legal proceedings to which the Company or the Bank is a party other than ordinary routine
litigation incidental to the Bank’s business. While the ultimate outcome of current legal proceedings cannot be predicted with
certainty, it is the opinion of management that the resolution of these legal actions should not have a material effect on the
Company’s consolidated financial position or results of operations.
104
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
An evaluation was performed under the supervision and with the participation of the Company’s management,
including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the
Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Exchange Act) as of
December 31, 2023. Based on that evaluation, the Company’s management, including the Chief Executive Officer and Chief
Financial Officer, concluded that the Company’s disclosure controls and procedures were effective.
Management’s Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting (as
defined by Rule 13a-15(f) promulgated under the Exchange Act). The Company’s internal control over financial reporting is
a process designed under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements
for external purposes in accordance with GAAP.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect all
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.
Management has made a comprehensive review, evaluation, and assessment of the Company’s internal control over
financial reporting as of December 31, 2023. In making its assessment of the effectiveness of the Company’s internal control
over financial reporting, management used the framework established in Internal-Control Integrated Framework issued by
the Committee of Sponsoring Organizations of the Treadway Commission - 2013. Based on that assessment, management
concluded that, as of December 31, 2023, the Company’s internal control over financial reporting was effective.
Our auditors are not required to formally opine on the effectiveness of our internal control over financial reporting,
in accordance with Sarbanes-Oxley because the Company is not an accelerated filer or a large accelerated filer. As a result,
this annual report on Form 10-K does not include an attestation report of the Company’s independent registered public
accounting firm.
There were no changes in the Company’s internal control over financial reporting during the quarter ended
December 31, 2023 that materially affected or were reasonably likely to materially affect the Company’s internal control over
financial reporting.
ITEM 9B. OTHER INFORMATION
None
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable
105
ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
PART III.
Directors
The Company incorporates by reference the information called for by Item 10 of this Form 10-K from the sections
entitled “Proposal 1 - Election of Directors,” “Delinquent Section 16(a) Reports” and “Corporate Governance and the Board
of Directors” of the Company’s Proxy Statement for the annual meeting of stockholders to be held May 22, 2024, which will
be filed with the SEC no later than 120 days after December 31, 2023 (the “2024 Proxy Statement”).
The executive officers of the Company, each of whom is also currently an executive officer of the Bank and all of
whom serve at the discretion of the Board of Directors, s of the date of this Form 10-K are identified below:
Name
Michael E. Scheopner
Mark A. Herpich
Age
62
56
Positions with the Company
Held position since
President and Chief Executive Officer
May 2013/January 2014
Vice President, Secretary,
Chief Financial Officer and Treasurer
October 2001
The executive officers of the Bank as of the date of this 10-K are identified below:
Name
Michael E. Scheopner
Mark A. Herpich
Age
62
56
Positions with the Bank
Held position since
President and Chief Executive Officer
May 2013/January 2014
Executive Vice President, Secretary
and Chief Financial Officer
October 2001
As announced on March 4, 2024, the Company and the Bank appointed Abigail M. Wendel to serve as the President
and Chief Executive Officer of the Company and the Bank, effective on March 29, 2024. Ms. Wendel will also join boards
of directors of both the Company and the Bank. On March 29, 2024, Mr. Scheopner will retire from those positions and will
continue to serve as a non-executive employee of the Company and the Bank until his full retirement on December 31, 2024.
Mr. Scheopner will also continue to serve on the boards of directors of the Company and the Bank through the end of their
terms.
ITEM 11.
EXECUTIVE COMPENSATION
The Company incorporates by reference the information called for by Item 11 of this Form 10-K from the sections
entitled “Corporate Governance and the Board of Directors,” and “Executive Compensation” of the 2024 Proxy Statement.
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The Company incorporates by reference the information called for by Item 12 of this Form 10-K from the section
entitled “Security Ownership of Certain Beneficial Owners” of the 2024 Proxy Statement.
Equity Compensation Plan Information
The following table sets forth the following information relating to the number of shares authorized for issuance
under our equity compensation plans as of December 31, 2023:
(a) the number of securities to be issued upon the exercise of outstanding options, warrants and rights;
106
(b) the weighted-average exercise price of such outstanding options, warrants and rights;
(c) other than securities to be issued upon the exercise of such outstanding options, warrants and rights, the number
of securities remaining available for future issuance under the plans.
EQUITY COMPENSATION PLAN INFORMATION
Number of securities to be
issued upon exercise of
outstanding options,
warrants and rights
(a)
Weighted-average
exercise price of
outstanding options,
warrants and rights
(b)
Number of securities
remaining available for
future issuance
(excluding securities
reflected in column (a))
(c)
228,408
(1)
$ 20.58
(2)
55,849
(3)
228,408
-
-
$ 20.58
-
55,849
Plan category
Equity compensation plans aproved by
security holders
Equity compensation plans not approved
by security holders
Total
(1) Reflects the number of underlying shares of our common stock associated with outstanding options granted under the 2015 Stock
Incentive Plan, as adjusted for stock dividends.
(2) Reflects the weight-average exercise price with respect to the exercise of outstanding options included in column (a).
(3) Reflects the number of shares of our common stock available for future issuance under the 2015 Stock Incentive Plan, as adjusted
for stock dividends.
ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
The Company incorporates by reference the information called for by Item 13 of this Form 10-K from the sections
entitled “Proposal 1 – Election of Directors,” “Corporate Governance and the Board of Directors” and “Certain Relationships
and Related Transactions” of the 2024 Proxy Statement.
ITEM 14.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
The Company incorporates by reference the information called for by Item 14 of this Form 10-K from the section
entitled “Proposal 2 - Ratification of Crowe LLP as our Independent Registered Public Accounting Firm” of the 2024 Proxy
Statement.
107
ITEM 15.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
ITEM 15 (a)1 and 2. Financial Statements and Schedules
PART IV.
LANDMARK BANCORP, INC. AND SUBSIDIARY
LIST OF FINANCIAL STATEMENTS
The following audited Consolidated Financial Statements of the Company and its subsidiaries and related notes and
auditors’ report are included in Part II, Item 8 of this Report:
Report of Independent Registered Public Accounting Firm (PCAOB ID 173)
Consolidated Balance Sheets – December 31, 2023 and 2022
Consolidated Statements of Earnings – Years ended December 31, 2023, 2022 and 2021
Consolidated Statements of Comprehensive Income – Years ended December 31, 2023, 2022 and 2021
Consolidated Statements of Stockholders’ Equity – Years ended December 31, 2023, 2022 and 2021
Consolidated Statements of Cash Flows – Years ended December 31, 2023, 2022 and 2021
Notes to Consolidated Financial Statements
All schedules are omitted because they are not required or are not applicable or the required information is shown
in the financial statements incorporated by reference or notes thereto.
Item 15(a)3 and (b). Exhibits
Exhibit
Number
2.1
Description
Incorporated by reference to
Agreement and Plan of Merger, dated June 28, 2022, by and
among Landmark Bancorp, Inc., LARK Investment
Corporation and Freedom Bancshares, Inc.
Exhibit 2.1 to the registrants report on
Form 8-K filed with the SEC on June
28, 2022 (SEC file no. 000-33203)
Attached
hereto
3.1
Amended and Restated Certificate of Incorporation
3.2
3.3
4.0
Certificate of Amendment of the Amended and Restated
Certificate of Incorporation
Bylaws
Certain instruments defining the rights of holders of long-term
debt of the Company, none of which authorize a total amount of
indebtedness in excess of 10% of the total assets of the
Company and its subsidiaries on a consolidated basis, have not
been filed as exhibits. The Company hereby agrees to furnish a
copy of any of these agreements to the Commission upon
request.
Exhibit 3.1 to the registrant’s
transition report on Form 10-K filed
with the SEC on March 29, 2002 (SEC
file no. 000-33203)
Exhibit 3.2 to the registrant’s report on
Form 10-K filed with the SEC on
March 29, 2013 (SEC file no. 000-
33203)
Exhibit 3.3 to the registrant’s Form S-
4 filed with the SEC on June 7, 2001
(SEC file no. 333-62466)
108
4.1
10.1*
10.2*
10.3*
Description of the Company’s securities registered pursuant to
Section 12 of the Securities Exchange Act of 1934
Employment Agreement effective January 1, 2014 between
Michael E. Scheopner, the Company and the Bank
Employment Agreement effective November 1, 2013 between
Mark A. Herpich, the Company and the Bank
Form of Landmark Bancorp, Inc. Deferred Compensation
Agreement
10.4*
Landmark Bancorp, Inc. 2015 Stock Incentive Plan
Form of Landmark Bancorp, Inc. 2015 Stock Incentive Plan Restricted
Stock Award Agreement
Form of Landmark Bancorp, Inc. 2015 Stock Incentive Plan
Nonqualified Stock Option Award Agreement
Form of Landmark Bancorp, Inc. 2015 Stock Incentive Plan Restricted
Stock Unit Award Agreement
Exhibit 4.1 to the registrant’s report on
Form 10-K filed with the SEC on
March 12, 2020 (SEC file no. 000-
33203)
Exhibit 10.2 to the registrant’s Form 8-
K filed with the SEC on December 20,
2013 (SEC file no. 000-33203)
Exhibit 10.3 to the registrant’s Form 8-
K filed with the SEC on December 20,
2013 (SEC file no. 000-33203)
Exhibit 10.11 to the registrant’s report
on Form 10-K filed with the SEC on
March 30, 2005 (SEC file no. 000-
33203)
Exhibit 10.20 to the registrant’s report
on Form 10-K filed with the SEC on
March 14, 2016 (SEC file no. 000-
33203)
Exhibit 4.5 to the registrant’s Form S-8
filed with the SEC on May 16, 2016 (SEC
file no. 333-211399)
Exhibit 4.6 to the registrant’s Form S-8
filed with the SEC on May 16, 2016 (SEC
file no. 333-211399)
Exhibit 4.7 to the registrant’s Form S-8
filed with the SEC on May 16, 2016 (SEC
file no. 333-211399)
Business Loan Agreement, Promissory Note and Commercial Pledge
Agreement, dated November 1, 2021, between Landmark Bancorp, Inc.
and First National Bank of Omaha
Exhibit 10.1 to the registrant’s Form 10-Q
filed with the SEC on November 12, 2021
(SEC file no. 000-33203)
Change in Terms Agreement and Promissory Note, dated November 03,
2023, between Landmark Bancorp, Inc. and First National Bank of
Omaha
Exhibit 10.1 to the registrant’s Form 10-Q
filed with the SEC on November 10, 2022
(SEC file no. 000-33203)
Employment Agreement between the Company, the Bank and Abigail
M Wendel, dated as of March 1, 2024
Addendum to Employment Agreement by and between the Company,
the Bank and Michael E. Scheopner, dated as of March 1, 2024
Exhibit 10.1 to the registrant’s Form 8-K
filed with the SEC on March 4, 2024 (SEC
file no. 000-33203)
Exhibit 10.2 to the registrant’s Form 8-K
filed with the SEC on March 4, 2024 (SEC
file no. 000-33203)
Letter to Stockholders and Corporate Information included in 2023
Annual Report to Stockholders
Subsidiaries of the Company
Consent of Crowe LLP
Certification of Principal Executive Officer Pursuant to Rule 13a-
14(a)/15d-14(a)
Certification of Principal Financial Officer Pursuant to Rule 13a-
14(a)/15d-14(a)
Certification of Principal Executive Officer Pursuant to 18 U.S.C.
Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002
Certification of Principal Financial Officer Pursuant to 18 U.S.C.
Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002
109
X
X
X
X
X
X
X
10.5*
10.6*
10.7*
10.8
10.9
10.10*
10.11*
13.1
21.1
23.1
31.1
31.2
32.1
32.2
101
Interactive data files pursuant to Rule 405 of Regulation S-T, formatted
in inline XBRL: (i) Consolidated Balance Sheets as of December 31,
2023 and 2022; (ii) Consolidated Statements of Earnings for the twelve
months ended December 31, 2023, 2022 and 2021; (iii) Consolidated
Statements of Comprehensive Income for the twelve months ended
December 31, 2023, 2022 and 2021; (iv) Consolidated Statements of
Stockholders’ Equity for the twelve months ended December 31, 2023,
2022 and 2021; (v) Consolidated Statements of Cash Flows for the
twelve months ended December 31, 2023, 2022 and 2021; and (vi)
Notes to Consolidated Financial Statements
104
Cover Page Interactive Data File (formatted as Inline XBRL and
contained in Exhibit 101)
X
X
*Indicates management contract or compensatory plan or arrangement.
Upon written request to the President of the Company, P.O. Box 308, Manhattan, Kansas 66505-0308, copies of the
exhibits listed above are available to stockholders of the Company by specifically identifying each exhibit desired in the
request. The Company’s filings with the SEC are also available free of charge via the Internet at www.sec.gov, the
Company’s website at www.landmarkbancorpinc.com or through the investor relations link at the Bank’s website at
www.banklandmark.com.
ITEM 16.
FORM 10-K SUMMARY
None
110
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
(Registrant)
By: /s/ Michael E. Scheopner
Michael E. Scheopner
President and Chief Executive Officer
(Principal Executive Officer)
By: /s/ Mark A. Herpich
Mark A. Herpich
Vice President, Secretary, Treasurer and Chief Financial Officer
(Principal Financial and Accounting Officer)
March 27, 2024
date
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the Registrant and in the capacities and on the dates indicated.
SIGNATURE
/s/ Michael E. Scheopner
Michael E. Scheopner
/s/ Patrick L. Alexander
Patrick L. Alexander
/s/ Mark A. Herpich
Mark A. Herpich
/s/ Richard A. Ball
Richard A. Ball
/s/ Sarah Hill-Nelson
Sarah Hill-Nelson
/s/ Angela S. Hurt
Angela S. Hurt
/s/ Mark J Kohlrus
Mark J Kohlrus
/s/ Jim W. Lewis
Jim W. Lewis
/s/ Sandra J. Moll
Sandra J. Moll
/s/ Wayne R. Sloan
Wayne R. Sloan
/s/ David H. Snapp
David H. Snapp
/s/ Angelia K Stanland
Angelia K Stanland
TITLE
President, Chief Executive Officer and
Director (Principal Executive Officer)
Chairman of the Board, Director
Vice President, Secretary, Treasurer
and Chief Financial Officer (Principal
Financial and Accounting Officer)
Director
Director
March 27, 2024
Date
March 27, 2024
Date
March 27, 2024
Date
March 27, 2024
Date
March 27, 2024
Date
March 27, 2024
Director
Director
Director
Director
Director
Director
Director
March 27, 2024
Date
March 27, 2024
Date
March 27, 2024
Date
March 27, 2024
Date
March 27, 2024
Date
March 27, 2024
Date
111
EXHIBIT 13.1
See pages 2-3 of this document for the letter to shareholders and pages 6-7 for the corporate information contained in exhibit
13.1 filed on form 10-K with the SEC.
EXHIBIT 21.1
Subsidiaries of Landmark Bancorp, Inc.
The most significant subsidiary of the Company is Landmark National Bank, a national banking association with its main
office located in Manhattan, Kansas, and with branch offices located in Auburn, Dodge City (2), Fort Scott (2), Garden City,
Great Bend (2), Hoisington, Iola, Junction City, Kincaid, LaCrosse, Lawrence (2), Lenexa, Louisburg, Manhattan, Mound
City, Osage City, Osawatomie, Overland Park (2), Paola, Pittsburg, Prairie Village, Topeka (2), Wamego and Wellsville,
Kansas and Kansas City, Missouri. The Company also owns Landmark Risk Management, Inc., which is a Nevada
incorporated captive insurance company that provides property and casualty insurance coverage to the Company and the
Bank for which insurance may not be currently available or economically feasible in today’s insurance marketplace.
Landmark Risk Management, Inc. pools resources with other captive insurance companies to spread a limited amount of risk
among themselves. The Company also owns all of the common securities of Landmark Capital Trust I, Landmark Capital
Trust II and First Capital (KS) Statutory Trust, each a Delaware statutory trust, formed to issue trust preferred securities in a
private placement.
Consent of Independent Registered Public Accounting Firm
EXHIBIT 23.1
We consent to the incorporation by reference in the Registration Statement No. 333-211399 on Form S-8 of Landmark
Bancorp, Inc. of our report dated March 27, 2024 relating to the consolidated financial statements, appearing in this Annual
Report on Form 10-K.
/s/ Crowe LLP
Dallas, Texas
March 27, 2024
112
1.
2.
3.
4.
CERTIFICATION PURSUANT TO
EXCHANGE ACT RULE 13a-14(a)/15d-14(a)
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
EXHIBIT 31.1
I, Michael E. Scheopner, certify that:
I have reviewed this annual report on Form 10-K of Landmark Bancorp, Inc.;
Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state
a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the registrant as of,
and for, the periods presented in this report;
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
(b)
(c)
(d)
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period
in which this report is being prepared;
designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred
during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s
internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or
persons performing the equivalent functions):
(a)
(b)
all significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process,
summarize and report financial information; and
any fraud, whether or not material, that involves management or other employees who have a significant
role in the registrant’s internal control over financial reporting.
Date: March 27, 2024
/s/ Michael E. Scheopner
Michael E. Scheopner
Chief Executive Officer
113
1.
2.
3.
4.
CERTIFICATION PURSUANT TO
EXCHANGE ACT RULE 13a-14(a)/15d-14(a)
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
EXHIBIT 31.2
I, Mark A. Herpich, certify that:
I have reviewed this annual report on Form 10-K of Landmark Bancorp, Inc.;
Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state
a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the registrant as of,
and for, the periods presented in this report;
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
(b)
(c)
(d)
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period
in which this report is being prepared;
designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred
during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s
internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or
persons performing the equivalent functions):
(a)
(b)
all significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process,
summarize and report financial information; and
any fraud, whether or not material, that involves management or other employees who have a significant
role in the registrant’s internal control over financial reporting.
Date: March 27, 2024
/s/ Mark A. Herpich
Mark A. Herpich
Chief Financial Officer
114
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
EXHIBIT 32.1
In connection with the annual report of Landmark Bancorp, Inc. (the “Company”) on Form 10-K for the period ending December
31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael E. Scheopner,
Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-
Oxley Act of 2002, that, to my knowledge:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934;
and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results
of operations of the Company.
/s/ Michael E. Scheopner
Michael E. Scheopner
Chief Executive Officer
March 27, 2024
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
EXHIBIT 32.2
In connection with the annual report of Landmark Bancorp, Inc. (the “Company”) on Form 10-K for the period ending December
31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Mark A. Herpich, Chief
Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley
Act of 2002, that, to my knowledge:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934;
and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results
of operations of the Company.
/s/ Mark A. Herpich
Mark A. Herpich
Chief Financial Officer
March 27, 2024
115
2023 ANNUAL REPORTNasdaq: LARKEveryone starts as a customer and leaves as a friend.