UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

x

 

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

 

 

 

For fiscal year ended December 31, 2007

 

 

 

OR

 

 

 

o

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND 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

 

43-1930755

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification Number)

 

701 Poyntz Avenue, Manhattan, Kansas         66505

(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:

 

Common Stock, par value $0.01 per share

 

 

Preferred Share Purchase Rights

 

 

 

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

 

None

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes  o   No  x

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.  Yes  o   No  x

 

Indicate by check mark whether the Registrant (1) has filed all reports to be filed by Section 13 or 15(d) of the Securities and Exchange Act 0f 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  x   No  o

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this 10-K or any amendment to this form 10-K.  o

 

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

 

Large accelerated filer o

 

Accelerated filer o

 

Non-accelerated filer o

 

Smaller Reporting Company x

                                                                                (Do not check if a smaller reporting company)

 

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

 

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 quoted on the Nasdaq Global Market on June 30, 2007, the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $48.0 million.  At February 29, 2008, the total number of shares of common stock outstanding was 2,275,577.

 

Portions of the following documents are incorporated by reference: the Proxy Statement for the Annual Meeting of Stockholders to be held May 21, 2008, are incorporated by reference in Part III hereof, to the extent indicated herein.

 

 

 



 

LANDMARK BANCORP, INC.

2007 Form 10-K Annual Report

Table of Contents

 

 

PART I

 

 

 

 

ITEM 1.

BUSINESS

 

 

 

 

ITEM 1A.

RISK FACTORS

 

 

 

 

ITEM 1B.

UNRESOLVED STAFF COMMENTS

 

 

 

 

ITEM 2.

PROPERTIES

 

 

 

 

ITEM 3.

LEGAL PROCEEDINGS

 

 

 

 

ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

 

 

 

ITEM 5.

MARKET FOR THE COMPANY’S COMMON STOCK, RELATED STOCK HOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 

 

 

 

ITEM 6.

SELECTED FINANCIAL DATA

 

 

 

 

ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

 

 

 

ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

 

 

 

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA

 

 

 

 

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

 

 

 

ITEM 9A.

CONTROLS AND PROCEDURES

 

 

 

 

ITEM 9B.

OTHER INFORMATION

 

 

 

 

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 

 

 

 

ITEM 11.

EXECUTIVE COMPENSATION

 

 

 

 

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

 

 

 

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

 

 

 

 

ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

 

 

 

 

ITEM 15.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 

 

 

 

SIGNATURES

 

 

 

 

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PART I.

 

ITEM 1.  BUSINESS

 

The Company

 

Landmark Bancorp, Inc. (the “Company”) is a bank holding company incorporated under the laws of the State of Delaware.  Currently, the Company’s business consists solely of the ownership of Landmark National Bank (the “Bank”), which is a wholly-owned subsidiary of the Company.  As of December 31, 2007, the Company had $606.5 million in consolidated total assets.

 

The Company is headquartered in Manhattan, Kansas and has expanded its geographic presence through acquisitions in the past several years.  Effective January 1, 2006, the Company completed the acquisition of First Manhattan Bancorporation, Inc. (“FMB”), the holding company for First Savings Bank F.S.B.  In conjunction with the transaction, FMB was merged into the Bank (the “2006 Acquisition”). In August 2005, the Company acquired 2 branches in Great Bend, Kansas. Effective April 1, 2004, the Company acquired First Kansas Financial Corporation (“First Kansas”), the holding company for First Kansas Federal Savings Association (“First Kansas Federal”).  In conjunction with the transaction, First Kansas was merged into the Bank (the “2004 Acquisition”).  Effective October 9, 2001, Landmark Bancshares, Inc., the holding company for Landmark Federal Savings Bank, and MNB Bancshares, Inc., the holding company for Security National Bank, completed their merger into Landmark Merger Company, which immediately changed its name to Landmark Bancorp, Inc. (the “2001 Merger”).  In addition, Landmark Federal Savings Bank merged with Security National Bank and the resulting bank changed its name to Landmark National Bank.

 

As a bank holding company, the Company is subject to regulation by the Board of Governors of the Federal Reserve System (the “Federal Reserve”).  The Company is also subject to various reporting requirements of the Securities and Exchange Commission (the “SEC”).

 

Pursuant to the 2006 Acquisition, the 2004 Acquisition and the 2001 Merger, the Bank succeeded to all of the assets and liabilities of FMB, First Savings Bank F.S.B., First Kansas, First Kansas Federal, Landmark Federal Savings Bank and Security National Bank.  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 consumer, commercial, multi-family, and one-to-four family residential mortgage loans in the Bank’s principal market areas, as described below.  Since the 2001 Merger, the Bank has focused on originating greater numbers and amounts of consumer, commercial, and agricultural loans.  Additionally, greater emphasis has been placed on diversification of the deposit mix through 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 the 2006 Acquisition, the 2004 Acquisition and the 2001 Merger.  The Company’s main office is in Manhattan, Kansas with branch offices in central, eastern and southwestern Kansas.  The Company continues to explore opportunities to expand its banking markets through mergers and acquisitions, as well as branching opportunities.

 

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 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 law and regulation.  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 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.

 

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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 Area

 

The Bank’s primary deposit gathering and lending markets are geographically diversified with locations in eastern, central, and southwestern Kansas.  The primary industries within these respective markets are also diverse and dependent upon a wide array of industry and governmental activity for their economic base.  A brief description of these three geographic areas and the communities which the Bank serves within these communities is summarized below.

 

Shawnee, Douglas, Miami, Osage, and Bourbon counties are located in eastern Kansas and encompass the Bank locations in Topeka, Auburn, Lawrence, Paola, Louisburg, Osawatomie, Osage City, and Fort Scott.  Shawnee County’s market, which encompasses the Bank locations in Topeka and Auburn, is strongly influenced by the State of Kansas, City of Topeka, two regional hospitals and several major private firms and public institutions.  The Bank’s Lawrence location is located in Douglas County and is significantly impacted by the University of Kansas, the largest university in Kansas, in addition to several private industries and businesses in the community.  The communities of Paola, Louisburg, and Osawatomie, located within Miami County, are influenced by the high growth of the Kansas City market resulting in housing growth and small private industries and business.  Additionally, the Osawatomie State Hospital is a major government employer within the county.  Bourbon and Osage Counties are primarily agricultural with small private industries and business firms, while Bourbon County is also influenced by a regional hospital and Fort Scott Community College.

 

Bank locations within central Kansas include the communities of Manhattan within Riley County, Wamego which is located within Pottawatomie County, Junction City which is located in Geary County, Great Bend and Hoisington within Barton County, and LaCrosse located in Rush County.  The Riley, Pottawatomie and Geary County economies are significantly impacted by employment at Fort Riley Military Base and Kansas State University, the second largest university in Kansas, which is located in Manhattan.  Several private industries and businesses are also located within these counties.  Agriculture, oil, and gas are the predominant industries in Barton County.  Additionally manufacturing and service industries also play a key role within this central Kansas market.  LaCrosse, located within Rush County, is primarily an agricultural community with an emphasis on crop and livestock production.

 

The counties of Ford and Finney were founded on agriculture, which continues to play a major role in the economy.  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 business, manufacturing, retail, and service industries having a significant influence upon the local economies.  Additionally, each community has a community college which also attracts a number of individuals from the surrounding area to live within the community to participate in educational programs and pursue a degree.

 

Competition

 

The Company faces strong competition both in attracting deposits and making real estate, commercial and other loans.  Its most direct competition for deposits comes from commercial banks and other savings institutions located in its principal market areas, including many large 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, liquidity and risk comparable to that 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.  Additionally, competition may increase as a result of the continuing reduction on restrictions on the interstate operations of financial institutions.  The financial services industry is also likely to become more competitive as further technological advances enable more companies to provide financial services.  These technological advances may diminish the importance of depository institutions and other financial intermediaries in the transfer of funds between parties.

 

 

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Employees

 

At December 31, 2007, the Bank had a total of 203 employees (191 full time equivalent employees).  The Company has no direct employees.  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 good.

 

Lending Activities

 

General.  The Bank strives to provide each market area it serves a full range of financial products and services to small and medium sized businesses and to consumers.  The Bank targets owner-operated businesses and utilizes Small Business Administration and Farm Services Administration lending as a part of its product mix.  Each market has an established loan committee 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 Credit Risk Manager, 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.

 

Residential loans are priced and originated following underwriting standards that are consistent with guidelines established by the major buyers in the secondary market.  Commercial and consumer loans generally are issued at or above the national prime rate.  While the origination of 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.  The Bank is focusing on the generation of commercial and consumer loans to grow and diversify the loan portfolio.  The Bank has no potential negative amortization loans.  The following is a brief description of each major category of the Bank’s lending activity.

 

Commercial Lending.  Loans in this category include loans to service, retail, wholesale and light manufacturing businesses, including agricultural operations.  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 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 have generally a one-year term and machinery and 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.

 

Real Estate Lending.  Commercial, residential, construction and multi-family real estate loans represent the largest class of loans of the Bank.  Generally, residential loans retained in portfolio are variable rate with adjustment periods of five years or less and amortization periods of either 15 or 30 years.  Commercial real estate loans, including agricultural real estate, generally have amortization periods of 15 or 20 years.  The Bank has a security interest in the borrower’s real estate.  The Bank also generates long term fixed rate residential real estate loans which are sold in the secondary market.  Commercial real estate, construction and multi-family loans are generally limited, by policy, to 80% of the appraised value of the property.  Commercial real estate, including agricultural real estate loans, are also supported by an analysis demonstrating the borrower’s ability to repay.  Residential loans that exceed 80% of the appraised value of the real estate generally are required, by policy, to be supported by private mortgage

 

5



 

insurance, although on occasion the Bank will retain non-conforming residential loans to known customers at premium pricing.

 

Consumer and Other Lending.  Loans classified as consumer and other loans include automobile, boat, student loans, home improvement and home equity loans, the latter two secured principally through second mortgages.  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.  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 borrowers 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.  The home improvement loans are generally made for terms of five to seven years with fixed interest rates.  The home equity loans are generally made for terms of ten years on a revolving basis with the interest rates adjusting monthly tied to the national prime interest rate.

 

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 emanate from many of the same sources. Residential loan applications are underwritten and closed based upon standards which generally meet secondary market guidelines.  The average loan is less than $500,000.

 

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 orders, on real estate loans, and reviews an appraisal of any collateral for the loan (prepared for the Bank through 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.

 

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SUPERVISION AND REGULATION

 

General

 

Financial institutions, their holding companies and their affiliates are extensively regulated under federal and state law.  As a result, the growth and earnings performance of the Company may be affected not only by management decisions and general economic conditions, but also by the requirements of federal and state statutes and by the regulations and policies of various bank regulatory authorities, including the OCC, the Board of Governors of the Federal Reserve System (the “Federal Reserve”) and the FDIC.  Furthermore, taxation laws administered by the Internal Revenue Service and state taxing authorities and securities laws administered by the Securities and Exchange Commission (the “SEC”) and state securities authorities have an impact on the business of the Company. The effect of these statutes, regulations and regulatory policies may be significant, and cannot be predicted with a high degree of certainty.

 

Federal and state laws and regulations generally applicable to financial institutions regulate, among other things, the scope of business, the kinds and amounts of investments, reserve requirements, capital levels relative to operations, the nature and amount of collateral for loans, the establishment of branches, mergers and consolidations and the payment of dividends. This system of supervision and regulation establishes a comprehensive framework for the respective operations of the Company and its subsidiaries and is intended primarily for the protection of the FDIC-insured deposits and depositors of the Bank, rather than shareholders.

 

The following is a summary of the material elements of the regulatory framework that applies to the Company and its subsidiaries.  It does not describe all of the statutes, regulations and regulatory policies that apply, nor does it restate all of the requirements of those statutes, regulations and regulatory policies that are described. As such, the following is qualified in its entirety by reference to applicable law.  Any change in applicable statutes, regulations or regulatory policies may have a material effect on the business of the Company and its subsidiaries.

 

The Company

 

General.  The Company, as the sole shareholder of the Bank, is a bank holding company.  As a bank holding company, the Company is registered with, and is subject to regulation by, the Federal Reserve under the Bank Holding Company Act of 1956, as amended (the “BHCA”).  In accordance with Federal Reserve policy, the Company is expected to act as a source of financial strength to the Bank and to commit resources to support the Bank in circumstances where the Company might not otherwise do so.  Under the BHCA, the Company is subject to periodic examination by the Federal Reserve.  The Company is also required to file with the Federal Reserve periodic reports of the Company’s operations and such additional information regarding the Company and its subsidiaries as the Federal Reserve may require.

 

Acquisitions, Activities and Change in Control.  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 may be held by the acquiring bank holding company and its insured depository institution affiliates in the state in which the target bank is located (provided that those limits do not discriminate against out-of-state depository 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.

 

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 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

 

7



 

businesses, including the operation of a thrift, consumer finance, equipment leasing, the operation of a computer service bureau (including software development), and mortgage banking and brokerage. The BHCA generally does not place territorial restrictions on the domestic activities of non-bank 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, incidental to any such financial activity or complementary to any such financial activity and does not pose a substantial risk to the safety or soundness of depository institutions or the financial system generally.  As of the date of this filing, the Company has not applied for approval to operate as a financial holding company.

 

Federal law also 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 at 10% ownership.

 

Capital Requirements.  Bank holding companies are required to maintain minimum levels of capital in accordance with Federal Reserve capital adequacy guidelines.  If capital levels fall below the minimum required levels, a bank holding company, among other things, may be denied approval to acquire or establish additional banks or non-bank businesses.

 

The Federal Reserve’s capital guidelines establish the following minimum regulatory capital requirements for bank holding companies: (i) a risk-based requirement expressed as a percentage of total assets weighted according to risk; and (ii) a leverage requirement expressed as a percentage of total assets.  The risk-based requirement consists of a minimum ratio of total capital to total risk-weighted assets of 8% and a minimum ratio of Tier 1 capital to total risk-weighted assets of 4%.  The leverage requirement consists of a minimum ratio of Tier 1 capital to total assets of 3% for the most highly rated companies, with a minimum requirement of 4% for all others.  For purposes of these capital standards, Tier 1 capital consists primarily of permanent stockholders’ equity less intangible assets (other than certain loan servicing rights and purchased credit card relationships). Total capital consists primarily of Tier 1 capital plus certain other debt and equity instruments that do not qualify as Tier 1 capital and a portion of the company’s allowance for loan and lease losses.

 

The risk-based and leverage standards described above are minimum requirements. Higher capital levels will 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 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.  As of December 31, 2007 the Company had regulatory capital in excess of the Federal Reserve’s minimum requirements.

 

Dividend Payments.  The Company’s ability to pay dividends to its stockholders may be affected by both general corporate law considerations and policies of the Federal Reserve applicable to bank holding companies. As a Delaware corporation, the Company is subject to the limitations of the Delaware General Corporation Law (the “DGCL”). The DGCL allows the Company to pay dividends only out of its surplus (as defined and computed in accordance with the provisions of the DGCL) or if the Company has no such surplus, out of its net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year. Additionally, policies of the Federal Reserve caution that a bank holding company should not pay cash dividends unless its net income available to common stockholders over the past year has been sufficient to fully fund the dividends and the prospective rate of earnings retention appears consistent with its capital needs, asset quality, and overall financial condition.  The Federal Reserve also possesses enforcement powers over bank holding companies and their non-bank 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.

 

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Federal Securities Regulation.  The Company’s common stock is registered with the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  Consequently, the Company is subject to the information, proxy solicitation, insider trading and other restrictions and requirements of the SEC under the Exchange Act.

 

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 FDIC’s DIFto the maximum extent provided under federal law and FDIC regulations.  The Bank is a member of the Federal Reserve System and the Federal Home Loan Bank 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 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 depository institutions pay insurance premiums at rates based on their risk classification.  An institution’s risk classification is assigned based on its capital levels and the level of supervisory concern the institution poses to the regulators.  Under the regulations of the FDIC, as presently in effect, insurance assessments range from 0.05% to 0.43% of total deposits (subject to adjustment by the FDIC and the application of assessment credits, if any, issued by the FDIC in 2007).  In 2007, the Bank received a $647,000 assessment credit from the FDIC.  The credit will be fully utilized during 2009.

 

FICO Assessments.   The Financing Corporation (“FICO”) is a mixed-ownership governmental corporation chartered by the former Federal Home Loan Bank Board pursuant to the Federal Savings and Loan Insurance Corporation Recapitalization Act of 1987 to function as a financing vehicle for the recapitalization of the former Federal Savings and Loan Insurance Corporation.  FICO issued 30-year non-callable bonds of approximately $8.2 billion that mature by 2019.  Since 1996, federal legislation has required that all FDIC-insured depository institutions pay assessments to cover interest payments on FICO’s outstanding obligations.  These FICO assessments are in addition to amounts assessed by the FDIC for deposit insurance.  During the year ended December 31, 2007, the FICO assessment rate was approximately 0.01% of deposits.

 

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 takes into account the bank’s size and its supervisory condition.  During the year ended December 31, 2007, the Bank paid supervisory assessments to the OCC totaling $151,000.

 

Capital Requirements.  Banks are generally required to maintain capital levels in excess of other businesses. The OCC has established the following minimum capital standards for national banks, such as the Bank: (i) a leverage requirement consisting of a minimum ratio of Tier 1 capital to total assets of 3% for the most highly-rated banks with a minimum requirement of at least 4% for all others; and (ii) a risk-based capital requirement consisting of a minimum ratio of total capital to total risk-weighted assets of 8% and a minimum ratio of Tier 1 capital to total risk-weighted assets of 4%.  In general, the components of Tier 1 capital and total capital are the same as those for bank holding companies discussed below.

 

The capital requirements described above are minimum requirements.  Higher capital levels will be required if warranted by the particular circumstances or risk profiles of individual institutions.  For example, regulations of the OCC provide that additional capital may be required to take adequate account of, among other things, interest rate risk or the risks posed by concentrations of credit, nontraditional activities or securities trading activities.

 

Further, federal law and regulations provide various incentives for financial institutions to maintain regulatory capital at levels in excess of minimum regulatory requirements. For example, a financial institution that is “well-capitalized” may qualify for exemptions from prior notice or application requirements otherwise applicable to certain types of activities and may qualify for expedited processing of other required notices or applications. Additionally, one of the criteria that determines a bank holding company’s eligibility to operate as a financial holding company is a requirement that all of its financial institution subsidiaries be “well-capitalized.”  Under the regulations of the OCC, in order to be “well-capitalized” a financial institution must maintain a ratio of total capital to total risk-weighted

 

9



 

assets of 10% or greater, a ratio of Tier 1 capital to total risk-weighted assets of 6% or greater and a ratio of Tier 1 capital to total assets of 5% or greater.

 

Federal law also provides the federal banking regulators with broad power to take prompt corrective action to resolve the problems of undercapitalized institutions.  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 be acquired; (iv) restricting transactions between the institution and its affiliates; (v) restricting the interest rate 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.

 

As of December 31, 2007: (i) the Bank was not subject to a directive from the OCC to increase its capital to an amount in excess of the minimum regulatory capital requirements; (ii) the Bank exceeded its minimum regulatory capital requirements under OCC capital adequacy guidelines; and (iii) the Bank was “well-capitalized,” as defined by OCC regulations.

 

Dividends.  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.  As described above, the Bank exceeded its minimum capital requirements under applicable guidelines as of December 31, 2007.  As of December 31, 2007, approximately $729,000 was available to be paid as dividends by the Bank.  Notwithstanding the availability of funds for dividends, however, the OCC may prohibit the payment of any dividends by the Bank if the OCC determines such payment would constitute an unsafe or unsound practice.

 

Insider Transactions.  The Bank is subject to certain restrictions imposed by federal law on extensions of credit to the Company, on 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. Certain limitations and reporting requirements are also placed on extensions of credit by the Bank to its directors and officers, to the directors and officers of the Company, to principal stockholders of the Company, and to “related interests” of such directors, officers and principal stockholders.  In addition, federal law and regulations may affect the terms upon which any person who is a director or officer of the Company or the Bank or a principal stockholder of the Company may obtain credit from banks with which the Bank maintains correspondent relationships.

 

Safety and Soundness Standards.  The federal banking agencies have adopted guidelines that establish operational and managerial standards to promote the safety and soundness of federally insured depository institutions.  The guidelines set forth standards for 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 guidelines 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 comply with any of the standards set forth in the guidelines, the institution’s primary federal regulator may require the institution to submit a plan for achieving and maintaining compliance. If an 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

 

10



 

regulator’s order is cured, the regulator may restrict the institution’s rate of growth, require the institution to increase its capital, restrict the rates the institution pays on deposits or require the institution to take any action the regulator deems appropriate under the circumstances. Noncompliance with the standards established by the safety and soundness guidelines may also constitute grounds for other enforcement action by the federal banking regulators, including cease and desist orders and civil money penalty assessments.

 

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.

 

Federal law permits state and national banks to merge with banks in other states 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.  The establishment of new interstate branches or the acquisition of individual branches of a bank in another state (rather than the acquisition of an out-of-state bank in its entirety) is permitted only in those states the laws of which expressly authorize such expansion.

 

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.

 

Federal Reserve System.  Federal Reserve regulations, as presently in effect, require depository institutions to maintain non-interest earning reserves against their transaction accounts (primarily NOW and regular checking accounts), as follows: for transaction accounts aggregating $43.9 million or less, the reserve requirement is 3% of total transaction accounts; and for transaction accounts aggregating in excess of $43.9 million, the reserve requirement is $1.038 million plus 10% of the aggregate amount of total transaction accounts in excess of $43.9 million.  The first $9.3 million of otherwise reservable balances are exempted from the reserve requirements.  These reserve requirements are subject to annual adjustment by the Federal Reserve.  The Bank is in compliance with the foregoing requirements.

 

Company Website

 

The Company maintains a corporate website at www.landmarkbancorpinc.com.  The Company makes available free of charge on or through its website the annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after the Company electronically files such material with, or furnish it to, the SEC.  Many of the Company’s policies, including its code of ethics, committee charters and other investor information are available on the web site. The Company will also provide copies of its filings free of charge upon written request to our Corporate Secretary at the address listed on the front of this Form 10-K.

 

 

11



 

STATISTICAL DATA

 

The Company has a fiscal year ending on December 31.  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, 2007.

 

The statistical data required by Guide 3 of the Guides for Preparation and Filing of Reports and Registration Statements under the Exchange Act 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.”

 

I.              Distribution of Assets, Liabilities, and Stockholders’ Equity; Interest Rates and Interest Differentials

 

The average balance sheets are incorporated by reference from Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations.  The following table describes the extent to which changes in 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,

 

 

 

2007 vs 2006

 

2006 vs 2005

 

 

 

Increase/(Decrease) Attributable to

 

Increase/(Decrease) Attributable to

 

 

 

Volume

 

Rate

 

Net

 

Volume

 

Rate

 

Net

 

Interest income:

 

(Dollars in thousands)

 

Investment securities

 

$

656

 

$

682

 

$

1,338

 

$

86

 

$

1,480

 

$

1,566

 

Loans

 

(665

)

855

 

190

 

8,259

 

2,739

 

10,998

 

Total

 

(9

)

1,537

 

1,528

 

8,345

 

4,219

 

12,564

 

Interest expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposits

 

269

 

2,290

 

2,559

 

2,523

 

2,853

 

5,376

 

Other borrowings

 

(47

)

117

 

(330

)

631

 

675

 

1,306

 

Total

 

(178

)

2,407

 

2,229

 

3,154

 

3,528

 

6,682

 

Net interest income

 

$

169

 

$

(870

)

$

(701

)

$

5,191

 

$

691

 

$

5,882

 

 

12



 

II.  Investment Portfolio

 

Investment Securities.  The following table sets forth the carrying value of the Company’s investment securities at the dates indicated.  None of the investment securities held as of December 31, 2007 was issued by an individual issuer in excess of 10% of the Company’s stockholders’ equity, excluding the securities of U.S. government and federal agency obligations.

 

 

 

As of December 31,

 

 

 

2007

 

2006

 

2005

 

 

 

(Dollars in thousands)

 

Investment Securities:

 

 

 

 

 

 

 

U.S. agency securities

 

$

48,708

 

$

46,632

 

$

43,628

 

Municipal obligations

 

62,113

 

55,064

 

32,380

 

Mortgage-backed securities

 

36,216

 

32,224

 

52,893

 

FHLB stock

 

7,099

 

6,747

 

5,655

 

Common stock

 

1,122

 

716

 

775

 

FRB stock

 

1,746

 

1,741

 

1,348

 

Corporate bonds

 

2,493

 

2,531

 

3,035

 

Other investments

 

5,227

 

229

 

417

 

Total

 

$

164,724

 

$

145,884

 

$

140,131

 

 

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, 2007.  Yields on tax-exempt obligations have been computed on a tax equivalent basis, using a 34% federal tax rate.  The table includes scheduled principal payments and estimated prepayments.

 

 

 

 

 

 

 

 

As of December 31, 2007

 

 

 

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

 

Investment securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. agency securities

 

$

9,294

 

4.20

%

$

37,366

 

4.94

%

$

2,048

 

5.51

%

$

 

0.00

%

$

48,708

 

4.83

%

Municipal obligations

 

625

 

7.01

%

6,899

 

5.06

%

24,806

 

5.65

%

29,783

 

6.05

%

62,113

 

5.79

%

Mortgage-backed securities

 

4,859

 

4.32

%

27,589

 

5.14

%

2,935

 

5.89

%

833

 

6.22

%

36,216

 

5.11

%

Corporate bonds

 

 

%

 

%

 

%

2,493

 

6.93

%

2,493

 

6.93

%

Other

 

5,222

 

4.65

%

5

 

4.52

%

 

%

 

%

5,227

 

4.65

%

Total

 

$

20,000

 

4.43

%

$

71,859

 

5.03

%

$

29,789

 

5.67

%

$

33,109

 

6.12

%

$

154,757

 

5.31

%

 

13



 

III.  Loan Portfolio

 

Loan Portfolio Composition.  The following table sets forth the composition of the loan portfolio by type of loan at the dates indicated.

 

 

 

As of December 31,

 

 

 

2007

 

2006

 

2005

 

2004

 

2003

 

Balance

 

(Dollars in thousands)

 

Real estate loans:

 

 

 

 

 

 

 

 

 

 

 

One-to-four family residential

 

$

126,459

 

$

151,300

 

$

114,935

 

$

131,077

 

$

82,094

 

Commercial

 

113,209

 

98,314

 

78,085

 

77,208

 

65,729

 

Construction

 

27,936

 

33,600

 

12,356

 

11,234

 

9,171

 

Commercial loans

 

103,099

 

90,758

 

63,494

 

51,826

 

50,054

 

Consumer loans

 

9,164

 

9,596

 

8,842

 

9,015

 

9,567

 

Total gross loans

 

379,867

 

383,568

 

277,712

 

280,360

 

216,615

 

Less:

 

 

 

 

 

 

 

 

 

 

 

Deferred loan fees/(costs) and loans in process

 

(462

)

214

 

(5

)

52

 

3

 

Allowance for loan losses

 

4,172

 

4,030

 

3,151

 

2,894

 

2,316

 

Loans, net

 

$

376,157

 

$

379,324

 

$

274,566

 

$

277,414

 

$

214,296

 

 

 

 

 

 

 

 

 

 

 

 

 

Percent of total

 

 

 

 

 

 

 

 

 

 

 

Real estate loans:

 

 

 

 

 

 

 

 

 

 

 

One-to-four family residential

 

33.3

%

39.4

%

41.4

%

46.8

%

37.9

%

Commercial

 

29.8

%

25.6

%

28.1

%

27.5

%

30.3

%

Construction

 

7.4

%

8.8

%

4.4

%

4.0

%

4.2

%

Commercial loans

 

27.1

%

23.7

%

22.9

%

18.5

%

23.1

%

Consumer loans

 

2.4

%

2.5

%

3.2

%

3.2

%

4.5

%

Total gross loans

 

100.0

%

100.0

%

100.0

%

100.0

%

100.0

%

 

The following table sets forth the contractual maturities of loans as of December 31, 2007. The table does not include unscheduled prepayments.

 

 

 

Less than 1 year

 

2-5 years

 

Over 5 years

 

Total

 

 

 

(Dollars in thousands)

 

Real estate loans:

 

 

 

 

 

 

 

 

 

One-to-four family residential

 

$

18,542

 

$

50,961

 

$

56,956

 

$

126,459

 

Commercial

 

26,193

 

37,841

 

49,175

 

113,209

 

Construction

 

27,904

 

32

 

 

27,936

 

Commercial

 

67,924

 

29,951

 

5,224

 

103,099

 

Consumer

 

3,936

 

4,972

 

256

 

9,164

 

Total gross loans

 

$

144,499

 

$

123,757

 

$

111,611

 

$

379,867

 

 

14



 

The following table sets forth, as of December 31, 2007, the dollar amount of all loans due after December 31, 2008 and whether such loans had fixed interest rates or adjustable interest rates:

 

 

 

Fixed

 

Adjustable

 

Total

 

 

 

(Dollars in thousands)

 

Real estate loans:

 

 

 

 

 

 

 

One-to-four family residential

 

$

31,527

 

$

76,390

 

$

107,917

 

Commercial

 

14,110

 

72,906

 

87,016

 

Construction

 

32

 

 

32

 

Commercial

 

17,046

 

18,129

 

35,175

 

Consumer

 

4,701

 

527

 

5,228

 

Total gross loans

 

$

67,416

 

$

167,952

 

$

235,368

 

 

Nonperforming Assets. The following table sets forth information with respect to nonperforming assets, including non-accrual loans and real estate acquired through foreclosure or by deed in lieu of foreclosure (“real estate owned”).  Under the original terms of the Company’s non-accrual loans as of December 31, 2007, interest earned on such loans for the year ended December 31, 2007 would have increased interest income by $520,000.

 

 

 

As of December 31,

 

 

 

2007

 

2006

 

2005

 

2004

 

2003

 

 

 

(Dollars in thousands)

 

Total non-accrual loans

 

$

10,037

 

$

3,567

 

$

3,332

 

$

1,145

 

$

1,205

 

Accruing loans over 90 days past due

 

 

 

 

 

 

Real estate owned

 

492

 

456

 

749

 

479

 

281

 

Total nonperforming assets

 

$

10,529

 

$

4,023

 

$

4,081

 

$

1,624

 

$

1,486

 

 

Total nonperforming loans to total loans, net

 

2.7

%

0.9

%

1.2

%

0.4

%

0.6

%

Total nonperforming assets to total assets

 

1.7

%

0.7

%

0.9

%

0.4

%

0.5

%

Allowance for loan losses to nonperforming loans

 

41.5

%

113.0

%

94.6

%

252.8

%

192.2

%

 

The Company’s non-accrual loans increased during the latter part of 2007 to $10.0 million as of December 31, 2007, as compared to $3.6 million as of December 31, 2006.  This increase was primarily related to four construction loan relationships totaling $5.1 million as of December 31, 2007.  One of these relationships, comprising $2.4 million, was collected in January of 2008.  Given the collateral associated with these construction loans, the Company does not anticipate any significant loss exposure.  Accordingly, a corresponding increase in the Company’s allowance for loan losses pertaining to these non-accrual construction loans was not considered necessary.  In reviewing the Company’s impaired loans, of which non-accrual loans comprise the majority, $6.5 million of the impaired loans were considered adequately collateralized with no allowance allocated thereon.  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 and construction relationships.  As discussed in more detail in the “Asset Quality and Distribution” section, we believe the Company’s allowance for loan losses continues to be adequate based on the Company’s evaluation of the loan portfolio’s inherent risk as of December 31, 2007.

 

 

15



 

IV.                    Summary of Loan Loss Experience

 

The following table sets forth information with respect to the Company’s allowance for loan losses at the dates indicated:

 

 

 

As of December 31,

 

 

 

2007

 

2006

 

2005

 

2004

 

2003

 

 

 

(Dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

Total gross loans outstanding

 

$

379,867

 

$

383,568

 

$

277,712

 

$

280,360

 

$

216,615

 

 

 

 

 

 

 

 

 

 

 

 

 

Average net loans outstanding

 

$

380,664

 

$

391,010

 

$

273,507

 

$

266,050

 

$

217,730

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance balances (at beginning of year)

 

4,030

 

3,151

 

2,894

 

2,316

 

2,565

 

 

 

 

 

 

 

 

 

 

 

 

 

Provision

 

255

 

235

 

385

 

460

 

240

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance of merged bank:

 

 

891

 

 

352

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Charge-offs:

 

 

 

 

 

 

 

 

 

 

 

Real estate loans:

 

 

 

 

 

 

 

 

 

 

 

One-to-four family residential

 

(16

)

(23

)

(25

)

(63

)

(29

)

Commercial

 

 

(55

)

 

 

 

Construction

 

(29

)

 

 

 

 

Commercial

 

(12

)

(3

)

(37

)

(124

)

(362

)

Consumer

 

(147

)

(258

)

(160

)

(108

)

(162

)

 

 

(204

)

(339

)

(222

)

(295

)

(553

)

Recoveries:

 

 

 

 

 

 

 

 

 

 

 

Real estate loans:

 

 

 

 

 

 

 

 

 

 

 

One-to-four family residential

 

4

 

5

 

5

 

16

 

 

Commercial

 

 

1

 

 

 

 

Construction

 

 

 

 

 

 

Commercial

 

25

 

25

 

59

 

5

 

8

 

Consumer

 

62

 

61

 

30

 

40

 

56

 

 

 

91

 

92

 

94

 

61

 

64

 

 

 

 

 

 

 

 

 

 

 

 

 

Net charge-offs

 

(113

)

(247

)

(128

)

(234

)

(489

)

 

 

 

 

 

 

 

 

 

 

 

 

Allowance balances (at end of year)

 

$

4,172

 

$

4,030

 

$

3,151

 

$

2,894

 

$

2,316

 

Allowance for loan losses as a percent of total gross loans outstanding

 

1.10

%

1.05

%

1.13

%

1.03

%

1.07

%

Net loans charged off as a percent of average net loans outstanding

 

0.03

%

0.06

%

0.05

%

0.09

%

0.23

%

 

16



 

The distribution of the Company’s allowance for 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 the general allowance included in the table are not restricted and are 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.

 

 

 

As of December 31,

 

 

 

2007

 

2006

 

2005

 

2004

 

2003

 

 

 

(Dollars in thousands)

 

 

 


Amount

 

% Loan type to
total loans

 


Amount

 

% Loan type to total loans

 


Amount

 

% Loan type to total loans

 


Amount

 

% Loan type to total loans

 


Amount

 

% Loan type to total loans

 

Real estate loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

One-to-four family residential

 

$

1,189

 

33.3

%

$

827

 

39.4

%

$

722

 

41.4

%

$

570

 

46.8

%

$

320

 

37.9

%

Commercial

 

640

 

29.8

%

823

 

25.6

%

882

 

28.1

%

874

 

27.5

%

763

 

30.3

%

Construction

 

879

 

7.4

%

834

 

8.8

%

384

 

4.4

%

280

 

4.0

%

196

 

4.2

%

Commercial

 

1,191

 

27.1

%

1,308

 

23.7

%

941

 

22.9

%

942

 

18.5

%

831

 

23.1

%

Consumer

 

273

 

2.4

%

238

 

2.5

%

222

 

3.2

%

228

 

3.2

%

206

 

4.5

%

Total

 

$

4,172

 

100.0

%

$

4,030

 

100.0

%

$

3,151

 

100.0

%

$

2,894

 

100.0

%

$

2,316

 

100.0

%

 

The allowance for losses on loans is discussed in more detail in the “Nonperforming Assets” and “Asset Quality and Distribution” sections, we believe the Company’s allowance for loan losses continues to be adequate based on the Company’s evaluation of the loan portfolio’s inherent risk as of December 31, 2007.

 

V.                                        Deposits

 

As of December 31, 2007, the aggregate amount outstanding of jumbo certificates of deposit (amounts of $100,000 or more) was $59.0 million.  The following table presents the maturities of these time certificates of deposit at December 31, 2007:

 

(Dollars in thousands)

 

 

 

 

3 months or less

 

$

26,829

 

Over 3 months through 6 months

 

15,616

 

Over 6 months through 12 months

 

11,268

 

Over 12 months

 

5,268

 

Total

 

$

58,981

 

 

VI.                                Return on Equity and Assets

 

 

 

As of or for the years ended December 31,

 

 

 

2007

 

2006

 

2005

 

2004

 

2003

 

Return on average assets

 

0.90

%

1.01

%

0.87

%

0.98

%

1.46

%

Return on average equity

 

10.78

%

13.01

%

9.04

%

9.98

%

11.53

%

Equity to total assets

 

8.62

%

8.34

%

9.48

%

9.54

%

12.74

%

Dividend payout ratio

 

26.27

%

26.27

%

37.14

%

33.33

%

27.63

%

 

 

17



 

ITEM 1A.         RISK FACTORS

 

In addition to the other information in this Annual Report on Form 10-K, stockholders or prospective investors should carefully consider the following risk factors:

 

Our business is concentrated in and dependent upon the continued growth and welfare of the markets in which we operate, including eastern, central and southwestern Kansas.

 

We operate primarily in eastern, central and southwestern 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.

 

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 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, to the extent that we continue to 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:

 

·                  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 continue to 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 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 and other non-bank financial service providers, many of which have greater financial, marketing and technological resources than us.  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

 

18



 

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.

 

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.  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 “Management’s Discussion and Analysis of Financial Conditions and Results of Operations.  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.

 

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.  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 consumer 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 three 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 Part 1 of Item 1 of this Annual Report on Form 10-K.

 

Our loan portfolio has a large concentration of real estate loans, which involve risks specific to real estate value.

 

Real estate lending (including commercial, construction, and residential) is a large portion of our loan portfolio. These categories were $267.6 million, or approximately 70.4% of our total loan portfolio as of December 31, 2007, as compared to $283.2 million, or approximately 73.8%, as of December 31, 2006.  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 such loans are secured by real estate as 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.

 

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 loan losses and adversely affect our operating results and financial condition.  In particular, if the problems that have occurred in the residential real estate and mortgage markets spread to the commercial real estate market, particularly within our market area, the value of collateral securing our real estate loans could decline and the demand for our real estate loans could decrease.  We generally have not experienced a downturn in credit performance by our real estate loan customers, but in light of the

 

19



 

uncertainty that exists in the economy and credit markets nationally, there can be no guarantee that we will not experience any deterioration in such performance.

 

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 $126.5 million and $151.3 million, or 33.3% and 39.4%, of our loan portfolio at December 31, 2007 and 2006, 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.

 

The effects of ongoing mortgage market challenges, combined with the ongoing correction in residential real estate market prices and reduced levels of home sales, has the potential to adversely affect our one-to-four family residential mortgage portfolio in several ways, each of which could adversely affect our operating results and/or financial condition.

 

Commercial loans make up a significant portion of our loan portfolio.

 

Commercial loans were $103.1 million, or approximately 27.1% of our total loan portfolio as of December 31, 2007, compared to $90.8 million and 23.7% as of December 31, 2006.  Our commercial loans are primarily made based 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 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.

 

Our agricultural 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.

 

At December 31, 2007 and 2006, agricultural real estate loans totaled $6.9 million and $7.0 million, respectively, or 1.8%, of our total loan portfolio.  Agricultural real estate lending involves a greater degree of risk and typically involves larger loans to single borrowers than lending on single-family residences. 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, 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 borrowers 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.

 

We also originate agricultural operating loans. At December 31, 2007 and 2006, these loans totaled $34.4 million and $26.2 million, respectively, or 9.1% and 6.8% respectively, of our total loan portfolio. As with agricultural real

 

20



 

estate loans, the repayment of 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.

 

Our allowance for loan losses may prove to be insufficient to absorb probable losses in our loan portfolio.

 

We established our allowance for loan losses and maintain it at a level considered adequate by management to absorb probable loan losses that are inherent in the portfolio.  Additionally, our Board of Directors regularly monitors the adequacy of our allowance for loan loses.  The amount of future loan losses is susceptible to changes in economic, operating and other conditions, including changes in interest rates, which may be beyond our control, and such losses may exceed current estimates.  At December 31, 2007 and 2006, our allowance for loan losses as a percentage of total loans was 1.1% and as a percentage of total non-performing loans was approximately 41.5% and 113.0%, respectively.  Although management believes that the allowance for loan losses is adequate to absorb losses on any existing loans that may become uncollectible, we cannot predict loan losses with certainty nor can we assure you that our allowance for loan losses will prove sufficient to cover actual loan losses in the future.  Loan losses in excess of our reserves may adversely affect our business, financial condition and results of operations.

 

Our continued pace of growth 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 continual growth through acquisitions.  Our ability to raise additional capital, if needed, will depend on conditions in the capital markets at that time, which are outside our control, and on our financial performance.  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.

 

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 of our operating subsidiaries 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.

 

Government regulation can result in limitations on our operations.

 

We operate in a highly regulated environment and are subject to supervision and regulation by a number of governmental regulatory agencies, including the Board of Governors of the Federal Reserve System, the FDIC and the OCC.  Regulations adopted by these agencies, which are generally intended to provide protection for depositors and customers rather than for the benefit of stockholders, govern a comprehensive range of matters relating to ownership and control of our shares, our acquisition of other companies and businesses, permissible activities for us to engage in, maintenance of adequate capital levels and other aspects of our operations. These bank regulators

 

21



 

possess broad authority to prevent or remedy unsafe or unsound practices or violations of law. The laws and regulations applicable to the banking industry could change at any time and we cannot predict the effects of these changes on our business and profitability. Increased regulation could increase our cost of compliance and adversely affect profitability.  For example, new legislation or regulation may limit the manner in which we may conduct our business, including our ability to offer new products, obtain financing, attract deposits, make loans and achieve satisfactory interest spreads.

 

We have a continuing need for technological change and we may not have the resources to effectively implement new technology.

 

The financial services industry is undergoing rapid technological changes with frequent introductions of new technology-driven products and services.  In addition to better serving customers, the effective use of technology increases efficiency and 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.

 

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.

 

System failure or breaches of our network security could subject us to increased operating costs as well as litigation and other liabilities.

 

The computer systems and network infrastructure we use could be vulnerable to unforeseen problems.  Our operations are dependent upon our ability to protect our computer equipment against damage from physical theft, fire, power loss, telecommunications failure or a similar catastrophic event, as well as from security breaches, denial of service attacks, viruses, worms and other disruptive problems caused by hackers.  Any damage or failure that causes an interruption in our operations could have a material adverse effect on our financial condition and results of operations.  Computer break-ins, phishing and other disruptions could also jeopardize the security of information stored in and transmitted through our computer systems and network infrastructure, which may result in significant liability to us and may cause existing and potential customers to refrain from doing business with us.  Although we, with the help of third-party service providers, intend to continue to implement security technology and establish operational procedures to prevent such damage, there can be no assurance that these security measures will be successful. In addition, advances in computer capabilities, new discoveries in the field of cryptography or other developments could result in a compromise or breach of the algorithms we and our third-party service providers use to encrypt and protect customer transaction data.  A failure of such security measures could have a material adverse effect on our financial condition and results of operations.

 

We are subject to certain operational risks, including, but not limited to, customer or employee fraud 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

 

22



 

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 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.

 

Failure to pay interest on our debt may adversely impact our ability to pay dividends.

 

$16.5 million of subordinated debentures are held by two 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.

 

ITEM 1B.         UNRESOLVED STAFF COMMENTS

 

None

 

ITEM 2.            PROPERTIES

 

The Company owns its main office in Manhattan and sixteen branch offices and leases 3 branch offices.  The Company also leases a parking lot for one of the branch offices it owns.  During 2007, the Company purchased its branch in Lawrence that had previously been leased.

 

ITEM 3.            LEGAL PROCEEDINGS

 

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.

 

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

 

No matter was submitted to a vote of security holders during the quarter ended December 31, 2007.

 

23



 

PART II.

 

ITEM 5.                                                     MARKET FOR THE COMPANY’S COMMON STOCK, 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, 2007, the Company had approximately 1,000 stockholders, consisting of approximately 390 owners of record and approximately 610 beneficial owners of our common stock.  Set forth below are the reported high and low sale prices of our common stock and dividends paid during the past two years.  Information presented below has been adjusted to give effect to the 5% stock dividends declared in December 2007 and 2006.

 

Year ended December 31, 2007

 

High

 

Low

 

Cash dividends paid

 

First Quarter

 

$

27.48

 

$

25.48

 

$

0.1810

 

Second Quarter

 

$

27.10

 

$

25.81

 

$

0.1810

 

Third Quarter

 

$

27.49

 

$

25.05

 

$

0.1810

 

Fourth Quarter

 

$

27.00

 

$

24.11

 

$

0.1810

 

 

Year ended December 31, 2006

 

High

 

Low

 

Cash dividends paid

 

First Quarter

 

$

26.67

 

$

23.71

 

$

0.1542

 

Second Quarter

 

$

26.90

 

$

25.33

 

$

0.1542

 

Third Quarter

 

$

27.19

 

$

24.10

 

$

0.1542

 

Fourth Quarter

 

$

28.80

 

$

26.04

 

$

0.1723

 

 

Performance Graph

The following graph presents a comparison of the Company’s performance to the indices named below.

It assumes $100 invested on 12/31/2002 with dividends invested on a total return basis.

 

                                                                                                                                                                Source: SNL

 

 

 

Period Ending

 

Index

 

12/31/02

 

12/31/03

 

12/31/04

 

12/31/05

 

12/31/06

 

12/31/07

 

Landmark Bancorp, Inc.

 

$

100.00

 

$

123.43

 

$

140.22

 

$

131.03

 

$

154.17

 

$

156.04

 

NASDAQ Bank

 

100.00

 

129.93

 

144.21

 

137.97

 

153.15

 

119.35

 

NASDAQ Composite

 

100.00

 

150.01

 

162.89

 

165.13

 

180.85

 

198.60

 

 

 

24



 

The following table provides information about purchases by the Company during the quarter ended December 31, 2007, of the Company’s equity securities that are registered by the Company pursuant to Section 12 of the Exchange Act:

 




Period

 

Total
number of
shares
purchased

 

Average
price paid
per share

 

Total number of
shares purchased as
part of a publicly
announced plan (1)

 

Maximum number of
shares that may yet be
purchased under the
plans (1)

 

 

 

 

 

 

 

 

 

 

 

October 1-31, 2007

 

 

$

 

 

37,559

 

November 1-30, 2007

 

10,000

 

26.50

 

10,000

 

27,559

 

December 1-31, 2007

 

7,763

 

26.52

 

7,763

 

19,796

 

Total

 

17,763

 

$

26.51

 

17,763

 

19,796

 


(1)                                     In November 2004, our Board of Directors approved the repurchase of 101,700 shares, of our common stock (“2004 Repurchase Program”).  In January 2008, our Board of Directors approved a new stock repurchase program, enabling us to repurchase up to 119,900 shares, or 5% of our outstanding common stock (“2008 Repurchase Program”), following completion of the 2004 Repurchase Program.  Unless terminated earlier by resolution of the Board of Directors, the current repurchase program will expire when we have repurchased all shares authorized for repurchase thereunder.

 

 

25



 

ITEM 6.  SELECTED FINANCIAL DATA

 

 

 

At or for the years ended December 31,

 

 

 

2007

 

2006

 

2005

 

2004

 

2003

 

 

 

(Dollars in thousands, except per share amounts)

 

Selected Financial Data:

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

$

606,455

 

$

590,568

 

$

465,110

 

$

442,091

 

$

334,046

 

Loans

 

376,157

 

379,324

 

274,566

 

277,414

 

214,296

 

Investment securities

 

164,724

 

145,884

 

140,131

 

133,604

 

99,746

 

Cash and cash equivalents

 

14,739

 

14,752

 

21,491

 

7,845

 

7,708

 

Deposits

 

452,652

 

444,485

 

331,273

 

302,868

 

253,108

 

Borrowings

 

93,088

 

90,416

 

85,258

 

94,571

 

33,755

 

Stockholders’ equity

 

52,296

 

49,236

 

44,073

 

42,169

 

42,572

 

 

 

 

 

 

 

 

 

 

 

 

 

Selected Operating Data:

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

$

35,551

 

$

34,395

 

$

22,124

 

$

19,949

 

$

17,276

 

Interest expense

 

17,868

 

15,639

 

8,957

 

7,000

 

5,654

 

Net interest income

 

17,683

 

18,756

 

13,167

 

12,949

 

11,622

 

Provision for loan losses

 

255

 

235

 

385

 

460

 

240

 

Net interest income after provision for loan losses

 

17,428

 

18,521

 

12,782

 

12,489

 

11,382

 

Non-interest income

 

5,915

 

6,913

 

5,056

 

5,125

 

4,974

 

Non-interest expense

 

16,638

 

17,345

 

12,282

 

11,353

 

9,229

 

Earnings before income taxes

 

6,705

 

8,089

 

5,556

 

6,261

 

7,127

 

Income tax expense

 

1,303

 

2,079

 

1,659

 

2,010

 

2,275

 

Net earnings

 

$

5,402

 

$

6,010

 

$

3,897

 

$

4,251

 

$

4,852

 

Net earnings per share (1):

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

2.22

 

$

2.45

 

$

1.59

 

$

1.69

 

$

1.89

 

Diluted

 

2.20

 

2.44

 

1.58

 

1.68

 

1.87

 

Dividends per share (1)

 

0.72

 

0.63

 

0.59

 

0.56

 

0.51

 

Book value per common share outstanding (1)

 

21.78

 

20.09

 

17.89

 

17.21

 

16.73

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Data:

 

 

 

 

 

 

 

 

 

 

 

Return on average assets

 

0.90

%

1.01

%

0.87

%

0.98

%

1.46

%

Return on average equity

 

10.78

%

13.01

%

9.04

%

9.98

%

11.53

%

Equity to total assets

 

8.62

%

8.34

%

9.48

%

9.54

%

12.74

%

Net interest rate spread (2)

 

3.15

%

3.35

%

2.99

%

2.99

%

3.42

%

Net interest margin (2)

 

3.47

%

3.62

%

3.26

%

3.24

%

3.78

%

Non-performing assets to total assets

 

1.74

%

0.68

%

0.88

%

0.37

%

0.45

%

Non-performing loans to net loans

 

2.67

%

0.94

%

1.21

%

0.41

%

0.56

%

Allowance for loan losses to total loans

 

1.10

%

1.05

%

1.14

%

1.04

%

1.07

%

Dividend payout ratio

 

32.70

%

26.17

%

37.14

%

33.33

%

27.63

%

Number of full service banking offices

 

20

 

20

 

17

 

16

 

12

 


** Our selected consolidated financial data should be read in conjunction with, and is qualified in its entirety by, our consolidated financial statements, including the related notes.

(1)   All per share amounts have been adjusted to give effect to the 5% stock dividends paid in December 2007, 2006, 2005, 2004 and 2003.

(2)   Presented on a taxable equivalent basis, using a 34% federal tax rate.

 

26



 

ITEM 7.                                                     MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

CORPORATE PROFILE AND OVERVIEW

 

Landmark Bancorp, Inc. is a one-bank holding company incorporated under the laws of the State of Delaware and is engaged in the banking business through its wholly-owned subsidiary, Landmark National Bank.  Landmark Bancorp is listed on the Nasdaq Global Market under the symbol “LARK”.  Landmark National 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 and commercial real estate loan portfolios.  We are committed to developing relationships with our borrowers and providing a total banking service.

 

Landmark National Bank is principally engaged in the business of attracting deposits from the general public and using such deposits, together with Federal Home Loan Bank borrowings and funds from operations, to originate commercial real estate and non-real estate loans and one-to-four family residential mortgage loans. Landmark National Bank also originates consumer loans, small business loans, multi-family residential mortgage loans and home equity 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 are primarily dependent on net interest income, which is the difference between interest income from interest-earning assets and interest expense on interest-bearing liabilities.  Net interest income is affected by regulatory, economic and competitive factors that influence interest rates, loan demand and deposit flows.  In addition, we are subject to interest rate risk to the degree that our interest-earning assets mature or reprice at different times, or at different speeds, than our interest-bearing liabilities.

 

Our results of operations are also affected by non-interest income, such as service charges, loan fees and gains and losses from the sale of newly originated loans and investments.  Our operating expenses, aside from interest expense, principally consist of compensation and employee benefits, occupancy costs, federal deposit insurance costs, data processing expenses and provisions for potential loan losses.

 

We are significantly impacted by prevailing economic conditions including federal monetary and fiscal policies and federal regulations of financial institutions.  Deposit balances are influenced by numerous factors such as competing 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 Landmark National Bank, with its main office in Manhattan, Kansas and nineteen branch offices in eastern, central and southwestern Kansas.

 

 

27



 

CRITICAL ACCOUNTING POLICIES

 

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

 

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

 

We report our available for sale investment securities at estimated fair values based on readily ascertainable values which are obtained from independent sources.  Our management performs periodic reviews of the investment securities to determine if any investment securities have declined in value which might be considered other than temporary.  Our most recent review showed that the decrease in fair value of the securities, resulting in an unrealized loss position, was related to changes in interest rates and we do not believe that any of the unrealized losses are related to credit deterioration.  We have the ability and intent to hold these securities until market values recover, including up to the maturity date.  Although we believe that our estimates of the fair values of investment securities to be reasonable, economic and market factors may affect the amounts that will ultimately be realized from these investments.

 

The objectives of accounting for income taxes are to recognize the amount of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in an entity’s financial statements or tax returns.  Judgment is required in assessing the future tax consequences of events that have been recognized in our financial statements or tax returns.  Under FIN 48, an income tax position will be recognized if it is more likely than not that it will be sustained upon IRS examination, based upon its technical merits.  Once that status is met, the amount recorded will be the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement.  Changes in estimates regarding the actual outcome of these future tax consequences, including the effects of IRS examinations and examinations by other state agencies, could materially impact our financial position and results of operations.

 

We have completed several business and asset acquisitions, which have generated significant amounts of goodwill and intangible assets and related amortization.  The values assigned to goodwill and intangibles, as well as their related useful lives, are subject to judgment and estimation by our management.  Goodwill and intangibles related to acquisitions are determined and based on purchase price allocations.  Valuation of intangible assets is generally based on the estimated cash flows related to those assets, while the initial value assigned to goodwill is the residual of the purchase price over the fair value of all identifiable assets acquired and liabilities assumed.  If the carrying value of the goodwill exceeded the implied fair value of the goodwill, an impairment loss would be recorded in an amount equal to that excess.  Performing such a discounted cash flow analysis involves the use of estimates and assumptions.  Useful lives are determined based on the expected future period of the benefit of the asset, the assessment of which considers various characteristics of the asset, including the historical cash flows.  Due to the number of estimates involved related to the allocation of purchase price and determining the appropriate useful lives of intangible assets, we have identified purchase accounting as a critical accounting policy.

 

 

28


 


COMPARISON OF OPERATING RESULTS FOR THE YEARS ENDED DECEMBER 31, 2007 AND DECEMBER 31, 2006

 

SUMMARY OF PERFORMANCE.  Net earnings for 2007 decreased $608,000, or 10.6%, to $5.4 million as compared to 2006.  Our decline in earnings for 2007 declined from 2006 primarily due to decreases in both net interest income and non-interest income.

 

The year ended December 31, 2007 resulted in diluted earnings per share of $2.20 compared to $2.44 for 2006.  Return on average assets was 0.90% for 2007, compared to 1.01% for 2006.  Return on average stockholders’ equity was 10.78% for 2007, compared to 13.01% for 2006.

 

We distributed a 5% stock dividend for the seventh consecutive year in December 2007.  All per share and average share data in this section reflects the 2007 and 2006 stock dividends.

 

INTEREST INCOME.  Interest income for 2007 increased $1.2 million, or 3.4%, to $35.6 million from $34.4 million for 2006, primarily as a result of an increase in interest income on investment securities.  Average loans for 2007 decreased to $383.1 million from $393.7 million in 2006.  Despite the decrease in average loans, interest income on loans increased $171,000, or 0.6%, to $28.5 million for 2007, due primarily to an increase in the average yield on loans from 7.20% during 2006 to 7.45% during 2007.  Average investment securities increased from $144.1 million for 2006, to $157.4 million for 2007.  The average yield on our investment securities increased to 5.15% during 2007 from 4.70% during 2006.  As a result of higher balances and yields, interest income on investment securities increased $1.0 million, or 16.2%, to $7.1 million for 2007.

 

INTEREST EXPENSE.  Interest expense for 2007 increased 14.3%, or $2.2 million, to $17.9 million from $15.6 million for 2006.  Interest expense on deposits increased to $13.5 million, or 23.4%, from $10.9 million in 2006 as average deposits increased from $439.7 million for 2006, to $448.8 million during 2007.  The average rate on our certificates of deposit increased from 3.78% in 2006 to 4.48% in 2007.  This increase was due in part to increased competition for deposits and the repricing of lower rate certificates of deposits.  The higher average deposits allowed us to decrease our average borrowings for 2007 to $94.2 million from $103.8 million for 2006.  Corresponding with the decrease in average borrowings for the comparable periods, interest expense on borrowings decreased $329,000, or 7.0%.  Additionally, offsetting the lower average borrowings were increased interest rates, as the average rate on our borrowings increased from 4.52% in 2006 to 4.63% in 2007.

 

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.

 

Net interest income for the year ended December 31, 2007 decreased $1.1 million to $17.7 million compared to the year ended December 31, 2006, a decrease of 5.7%.  This decline in net interest income was due primarily to the increase in our cost of funding outpacing the increase in our yield on interest earning assets, which resulted in our net interest margin, on a tax equivalent basis, declining to 3.47% from 3.62% for 2007 and 2006, respectively.  In the latter part of 2007, as the Federal Reserve lowered interest rates, our loan yields decreased at a faster pace than our deposit costs.  The faster decline in loan yields was largely attributed to increasing competitive pressures resulting from a slowing economy, deteriorating loan pricing, and relatively fewer lending opportunities.  At the same time increasing competition for deposits has limited our ability to lower the costs of deposits as quickly as the loans.

 

PROVISION FOR LOAN LOSSES.  We maintain, and our Board of Directors monitors, an allowance for losses on loans.  The allowance is established based upon management’s periodic evaluation of known and inherent risks in the loan portfolio, review of significant individual loans and collateral, review of delinquent loans, past loss experience, adverse situations that may affect the borrowers’ ability to repay, current and expected market conditions, and other factors management deems important.  Determining the appropriate level of reserves involves a high degree of management judgment and is based upon historical and projected losses in the loan portfolio and the

 

29



 

collateral value of specifically identified problem loans.  Additionally, allowance strategies and policies are subject to periodic review and revision in response to a number of factors, including current market conditions, actual loss experience and management’s expectations.

 

The provision for loan losses increased to $255,000 for 2007, compared to $235,000 for 2006.  Our regular review of the loan portfolio prompted the increase in our provision, primarily as a result of decreases in credit quality, slowing economic conditions, increased commercial lending and higher nonperforming asset balances..  At December 31, 2007, the allowance for loan losses was $4.2 million, or 1.1% of gross loans outstanding, compared to $4.0 million, also 1.1% of gross loans outstanding, at December 31, 2006.  For further discussion of the provision for loan losses, refer to the “Asset Quality and Distribution” section.

 

NON-INTEREST INCOME.  Non-interest income decreased $998,000 or 14.4%, during 2007, to $5.9 million compared to 2006.  This decrease in 2007 was generally the result of certain items recognized during 2006, including $717,000 in gains on the sale of certain assets, primarily our former main banking facility located at 800 Poyntz, Manhattan, Kansas.  These gains in 2006 were partially offset by $300,000 in losses on sale of investments and purchasing higher yielding, longer-term investments during the second quarter of 2006.  Furthering this decline was a decrease in gains on sale of loans of $185,000, or 16.2%, while deposit related income remained stable, declining by $3,000.

 

NON-INTEREST EXPENSE.  Non-interest expense decreased $706,000, or 4.1%, to $16.6 million for 2007, as compared to 2006.  The decrease in non-interest expense for 2007 resulted primarily from a $498,000 decrease in compensation and benefits, a $114,000 decrease in amortization of intangible assets expense, and the achievement of cost savings resulting from the acquisition of First Manhattan Bancorporation.

 

INCOME TAXES.  Income tax expense decreased $776,000, or 37.3%, to $1.3 million for 2007, from $2.1 million for 2006.  The decrease in income tax expense for 2007 resulted from a decrease in taxable income during 2007 as compared to 2006 as well as a decline in the effective tax rate for 2007, which decreased to 19.4% from 25.7% for 2006.  The effective tax rate for 2007 was lower than 2006 primarily because of our increase in non-taxable income related to tax exempt municipal investments, higher income on bank owned life insurance and the recognition of $50,000 of previously unrecognized tax benefits.

 

 

30



 

COMPARISON OF OPERATING RESULTS FOR THE YEARS ENDED DECEMBER 31, 2006 AND DECEMBER 31, 2005

 

SUMMARY OF PERFORMANCE.  Net earnings for 2006 increased $2.1 million, or 54.2%, to $6.0 million as compared to 2005.  Our improved earnings were attributed primarily to our acquisition of FMB along with continued improvement in our net interest margin.  The acquisition allowed for continued growth in non-interest income items such as fees and service charges and gains on sale of loans.  At the same time, we were able to realize cost savings associated with the assimilation of the FMB franchise during 2006.

 

The year ended December 31, 2006 resulted in diluted earnings per share of $2.44 compared to $1.58 for 2005.  Return on average assets was 1.01% for 2006, compared to 0.87% for 2005.  Return on average stockholders’ equity was 13.01% for 2006, compared to 9.04% for 2005.

 

We distributed a 5% stock dividend for the sixth consecutive year in December 2006.  All per share and average share data in this section reflects the 2006 and 2005 stock dividends.

 

INTEREST INCOME.  Interest income for 2006 increased $12.3 million, or 55.5%, to $34.4 million from $22.1 million for 2005.  This increase was primarily the result of the increase in interest earning assets as a result of the acquisition of FMB at the beginning of 2006.  Average loans for 2006 increased to $393.7 million from $275.2 million in 2005.  Interest income on loans increased $11.0 million, or 63.6%, to $28.3 million for 2006.  Also contributing to the higher interest income was an increase in the average yield on loans from 6.30% during 2005 to 7.20% during 2006.  Average investment securities increased from $141.8 million for 2005, to $144.1 million for 2006.  Interest income on investment securities increased $1.3 million, or 26.3%, to $6.1 million for 2006, due to the increase in interest rates which allowed the yields on our investments purchased in 2006 to exceed the yields on the investments which either matured or were sold during the past year.  The average yield on our investment securities increased to 4.70% during 2006 from 3.67% during 2005.

 

INTEREST EXPENSE.  Interest expense for 2006 increased 74.6%, or $6.7 million, to $15.6 million from $9.0 million for 2005.  Interest expense on deposits increased to $10.9 million, or 96.5%, from $5.6 million in 2005 as average deposits increased from $313.4 million for 2005, to $439.7 million during 2006.  The increase in interest expense on deposits resulted from the addition of approximately $106.8 million in deposits that we acquired through the FMB acquisition, as well as from the repricing of deposits due to the rise in interest rates.  The average rate on our certificates of deposit increased from 2.69% in 2005 to 3.78% in 2006.  Average borrowings for 2006 increased to $103.8 million from $88.6 million for 2005.  The increase in average borrowings related primarily to debt acquired in the FMB acquisition.  Corresponding with the increase in average borrowings for the comparable periods, interest expense on borrowings increased $1.3 million, or 38.6%.  Additionally, contributing to the increase in interest expenses on borrowings were increased interest rates, as the average rate on our borrowings increased from 3.82% in 2005 to 4.52% in 2006.

 

NET INTEREST INCOME.  Net interest income for the year ended December 31, 2006 increased $5.6 million to $18.8 million compared to the year ended December 31, 2005, an increase of 42.4%.  This increase was due primarily to the higher level of interest earning assets obtained in the acquisition of FMB and an improvement in the net interest margin, on a tax equivalent basis, to 3.62% for 2006 from 3.26% for 2005.  The improvement in our net interest margin was impacted by our balance sheet positioning over the past couple of years, when interest rates were at historical lows, to maintain a short term repricing strategy for our interest earning assets.  This approach allowed our assets to reprice to higher rates at a faster pace than our liabilities repriced during 2006, as short and intermediate rates increased.  Also contributing to the increase was our ability to continue to diversify our loan portfolio through the growth in commercial loans during 2006.  Although the FMB acquisition increased our one-to-four family residential loan totals, our percentage of one-to-four family residential loans declined from 41.4% at December 31, 2005 to 39.5% at December 31, 2006.  This reduction in one-to-four family residential loans was due to normal refinancings and amortization.  Another factor was the restructuring of a part of our investment portfolio whereby we sold some of our lower yielding, short term investments at a loss and purchased longer term investments with higher yields during the middle of 2006.

 

 

31



 

PROVISION FOR LOAN LOSSES.  The provision for loan losses decreased to $235,000 for 2006, compared to $385,000 for 2005.  Our regular review of the loan portfolio prompted a decrease in our provision, primarily as a result of improvement in the asset quality of the commercial loan portfolio.  At December 31, 2006, the allowance for loan losses was $4.0 million, or 1.1% of gross loans outstanding, compared to $3.2 million, or 1.1% of gross loans outstanding, at December 31, 2005.  For further discussion of the provision for loan losses, refer to the “Asset Quality and Distribution” section.

 

NON-INTEREST INCOME.  Non-interest income increased $1.9 million or 36.7%, during 2006, to $6.9 million compared to 2005.  This improvement was primarily the result of a $502,000, or 78.6%, increase of gains on sale of loans, and an increase in fees and service charges of $913,000, or 26.9%, both of which are primarily attributable to volume increases associated with the FMB acquisition.  Additionally, total non-interest income included $717,000 in gains recognized from the sale of other assets, primarily from the sale of our previous headquarters located at 800 Poyntz, Manhattan, Kansas.  Also contributing to the increased non-interest income during 2006 was a $308,000 increase in bank owned life insurance income, which resulted from the purchase of additional policies totaling $7.5 million in March 2006.  Partially offsetting these increases were losses of $300,000 on the sale of investment securities during 2006 compared to a gain of $47,000 for 2005.  The losses incurred during 2006 were the result of repositioning our investment portfolio by selling some relatively short term, lower yielding investment securities and purchasing longer term, higher yielding investment securities.  These increases more than offset the $407,000 gain on prepayment of Federal Home Loan Bank borrowings recognized in the third quarter of 2005.

 

NON-INTEREST EXPENSE.  Non-interest expense increased $5.1 million, or 41.2%, to $17.3 million for 2006, as compared to 2005.  The increase in non-interest expense for 2006 as compared to 2005 resulted primarily from a $2.6 million increase in compensation and benefits, an $812,000 increase in occupancy and equipment, a $580,000 increase in amortization, a $175,000 increase in professional fees and a $182,000 increase in data processing expenses.  These increases were primarily from the impact of the FMB acquisition and the late 2005 acquisition of two branches in Great Bend, Kansas.  While we have made significant progress achieving cost savings by consolidating our personnel, operations and facilities, the impact of the acquisitions included a net increase in personnel, equipment and facilities and the number of accounts being processed.  Also contributing to the increase in non-interest expense was the opening of a new branch location in Topeka, Kansas during August 2006.

 

INCOME TAXES.  Income tax expense increased $421,000, or 25.4%, to $2.1 million for 2006, from $1.7 million for 2005.  The increase in income tax expense for 2006 resulted from the increase in taxable income during 2006 as compared to 2005.  Offsetting the increase in taxable income was a decline in the effective tax rate for 2006, which decreased to 25.7% from 29.9% for 2005.  The effective tax rate for 2006 was lower than 2005 primarily because we recognized certain previously unrecorded tax benefits due to the resolution of tax uncertainties, along with an increase in non-taxable income related to bank owned life insurance and municipal investments.

 

32



 

AVERAGE ASSETS/LIABILITIES.  The following table sets forth information relating to average balances of interest-earning assets and interest-bearing liabilities for the years ended December 31, 2007, 2006 and 2005.  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, 2007

 

Year ended December 31, 2006

 

Year ended December 31, 2005

 

 

 

Average Balance

 

Interest

 

Average Yield/Rate

 

Average Balance

 

Interest

 

Average Yield/Rate

 

Average Balance

 

Interest

 

Average Yield/Rate

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-earning assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment securities (1)

 

$

157,376

 

$

8,109

 

5.15

%

$

144,110

 

$

6,771

 

4.70

%

$

141,790

 

$

5,205

 

3.67

%

Loans receivable, net (2)

 

383,078

 

28,535

 

7.45

%

393,709

 

28,345

 

7.20

%

275,183

 

17,347

 

6.30

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total interest-earning assets

 

540,454

 

36,644

 

6.78

%

537,819

 

35,116

 

6.53

%

416,973

 

22,552

 

5.41

%

Non-interest-earning assets

 

60,689

 

 

 

 

 

59,573

 

 

 

 

 

32,347

 

 

 

 

 

Total

 

$

601,143

 

 

 

 

 

$

597,392

 

 

 

 

 

$

449,320

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Certificates of deposit

 

$

237,831

 

$

10,656

 

4.48

%

$

226,963

 

$

8,570

 

3.78

%

$

162,442

 

$

4,369

 

2.69

%

Money market and NOW accounts

 

132,813

 

2,769

 

2.08

%

131,470

 

2,287

 

1.74

%

95,010

 

1,129

 

1.19

%

Savings accounts

 

27,048

 

81

 

0.30

%

29,914

 

90

 

0.30

%

24,520

 

73

 

0.30

%

FHLB advances and other borrowings

 

94,171

 

4,362

 

4.63

%

103,805

 

4,692

 

4.52

%

88,599

 

3,386

 

3.82

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total interest-bearing liabilities

 

491,863

 

17,868

 

3.63

%

492,152

 

15,639

 

3.18

%

370,571

 

8,957

 

2.42

%

Non-interest-bearing liabilities

 

59,146

 

 

 

 

 

59,031

 

 

 

 

 

35,644

 

 

 

 

 

Stockholders’ equity

 

50,134

 

 

 

 

 

46,209

 

 

 

 

 

43,105

 

 

 

 

 

Total

 

$

601,143

 

 

 

 

 

$

597,392

 

 

 

 

 

$

449,320

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate spread (3)

 

 

 

 

 

3.15

%

 

 

 

 

3.35

%

 

 

 

 

2.99

%

Net interest margin (4)

 

 

 

$

18,776

 

3.47

%

 

 

$

19,477

 

3.62

%

 

 

$

13,595

 

3.26

%

Tax equivalent interest - imputed

 

 

 

1,093

 

 

 

 

 

721

 

 

 

 

 

428

 

 

 

Net interest income

 

 

 

$

17,683

 

 

 

 

 

$

18,756

 

 

 

 

 

$

13,167

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ratio of average interest-earning assets to average interest-bearing liabilities

 

 

 

109.88

%

 

 

 

 

109.28

%

 

 

 

 

112.52

%

 

 


(1)   Income on investment securities includes all securities and interest bearing deposits in other financial institutions.  Income on tax exempt investment securities is presented on a fully taxable equivalent basis, using a 34% federal tax rate.

(2)   Includes loans classified as non-accrual.  Income on tax exempt loans is presented on a fully taxable equivalent basis, using a 34% federal tax rate.

(3)   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.

 

33



 

QUARTERLY RESULTS OF OPERATIONS

 

 

 

Fiscal 2007 Quarters Ended

 

 

 

March 31

 

June 30

 

September 30

 

December 31

 

Interest income

 

$

8,830,732

 

$

9,001,879

 

$

9,085,905

 

$

8,632,573

 

Interest expense

 

4,331,532