United States

Securities And Exchange Commission
Washington, D.C. 20549

 

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): February 4, 2014

 

Landmark Bancorp, Inc.
(Exact name of registrant as specified in its charter)

 

Delaware 0-33203 43-1930755
(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

 

701 Poyntz Avenue
Manhattan, Kansas 66502
(Address of principal executive offices) (Zip code)

 

(785) 565-2000
(Registrant’s telephone number, including area code)

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 
 

 

Item 2.02. Results of Operations.

 

On February 4, 2014, Landmark Bancorp, Inc. (the “Company”) issued a press release announcing results for the quarter and year ended December 31, 2013. The press release is attached hereto as Exhibit 99.1.

 

Item 8.01. Other Events.

 

The Company also announced in the press release that its Board of Directors approved a cash dividend of $0.19 per share. The cash dividend will be paid to all stockholders of record as of February 19, 2014 and payable on March 3, 2014. A copy of the press release is attached hereto as Exhibit 99.1.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

99.1 Press Release dated February 4, 2014

 

 

 

 
 

Signatures

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: February 4, 2014 Landmark Bancorp, Inc.
     
     
  By: /s/ Mark A. Herpich  
  Name: Mark A. Herpich
  Title: Vice President, Secretary, Treasurer and
Chief Financial Officer

 

 

 

 

 

 

 

 

 

PRESS RELEASE

 

FOR IMMEDIATE RELEASE Contacts:
February 4, 2014 Michael E. Scheopner
  President and Chief Executive Officer
  Mark A. Herpich
  Chief Financial Officer
  (785) 565-2000

 

Landmark Bancorp, Inc . Announces Results for the Fourth Quarter of 2013

Declares Cash Dividend of $0.19 per Share

 

(Manhattan, KS, February 4, 2014) – Landmark Bancorp, Inc. (Nasdaq: LARK), a bank holding company serving 23 communities across Kansas, reported net earnings of $521,000 ($0.17 per diluted share) for the quarter ended December 31, 2013, compared to $1.6 million ($0.52 per diluted share) for the fourth quarter of 2012. For the year ended December 31, 2013, Landmark reported net earnings of $4.7 million ($1.49 per diluted share), compared to $6.4 million ($2.06 per diluted share) in 2012. Management will host a conference call to discuss these results at 10:00 a.m. (CT) on Wednesday, February 5, 2014. Investors may participate via telephone by dialing (888) 317-6016. A replay of the call will be available through March 6, 2014, by dialing (877) 344-7529 and using conference number 10040207.

 

Additionally, Landmark’s Board of Directors declared a cash dividend of $0.19 per share, to be paid March 3, 2014, to common stockholders of record on February 19, 2014.

 

Patrick L. Alexander, Executive Chairman, commented: “Landmark completed our acquisition of Citizens Bank on November 1, a milestone in our disciplined approach to building the scale of this banking franchise. We expect the acquisition to be accretive to earnings in 2014 and to increase shareholder value going forward. Although net earnings declined in the fourth quarter of 2013, primarily as a result of costs associated with the acquisition, assets increased 35% to well over $800 million and we are very excited about adding new customer relationships to expand Landmark’s already strong presence. In addition, effective January 1, 2014, Michael Scheopner assumed the role of CEO as part of Landmark’s planned executive transition. Michael is very well equipped, with deep banking experience and relationships among our customers, employees and communities, to take Landmark to the next level in the years to come.”

 

Michael E. Scheopner, President and CEO, added: “Full-year net earnings were lower in 2013, primarily due to two factors: one-time costs of $1.9 million associated with our acquisition of Citizens Bank, and a $1.9 million decrease in gains on sales of loans during 2013 due to higher mortgage rates causing a decline in originations from the high levels of 2012. Partly offsetting those impacts was a $1.1 million decrease in our provision for loan losses, a benefit from our improving asset quality in 2013. The acquisition of Citizens Bank drove the largest change in our underlying results, increasing loans and deposits more than 30% and adding substantially to net interest income. Return on average assets was 0.70% for full-year 2013, and return on average equity was 7.33%. The low interest rate environment and slow-growth economy represent ongoing headwinds to improving our net interest margin and expanding lending, but we continue to focus on growing our loan portfolio with quality credit relationships. Our expanded presence in key markets in eastern Kansas provides additional opportunities. We believe that Landmark’s risk management practices and capital strength position us well for long-term growth as the economy expands and the interest rate environment begins to return to a more normal level.”

 

Fourth-Quarter Financial Highlights

 

Net interest income was $5.6 million for the quarter ended December 31, 2013, an increase of $1.2 million, or 27.2%, from the fourth quarter of 2012. Net interest margin, on a tax equivalent basis, increased from 3.39% in the fourth quarter of 2012 to 3.45% in the fourth quarter of 2013. The increase in net interest income and net interest margin was primarily the result of our acquisition of Citizens Bank, which increased average interest-earning assets from $556.8 million in the fourth quarter of 2012 to $681.7 million in the fourth quarter of 2013. We did not record a provision for loan losses during the fourth quarter of 2013, compared to a $300,000 provision for loan losses in the same period of 2012 as asset quality improved. Net loan recoveries were $414,000 during the fourth quarter of 2013.

 

Total non-interest income was $2.7 million in the fourth quarter of 2013, a decline of $356,000, or 11.5%, compared to the same period of 2012. Gains on sales of loans decreased $604,000 for the quarter as the volume of loans sold in the secondary market was lower compared to a year earlier due to higher mortgage rates. Partially offsetting the decline were increases of $161,000 in fees and service charges and $99,000 in other non-interest income, primarily as a result of the Citizens Bank acquisition.

 

Non-interest expense increased $2.9 million, or 53.4%, to $8.2 million for the fourth quarter of 2013 compared to a year earlier. The increase in non-interest expense was driven by $1.7 million of one-time expenses associated with our acquisition of Citizens Bank as well as increased operating expenses associated with the eight additional branches assumed in the acquisition. We recorded an income tax benefit of $408,000 during the fourth quarter of 2013 compared to income tax expense of $349,000, or an effective tax rate of 17.8%, during the same period of 2012, as a result of lower earnings before income taxes, while tax-exempt income remained stable between the periods. The fourth quarters of both 2013 and 2012 reflect the recognition of certain previously unrecognized tax benefits, which favorably impacted our effective tax rate in both periods.

 

Full-Year Financial Highlights

 

During 2013, net interest income increased $889,000, or 4.9%, to $19.0 million compared to $18.1 million in 2012. The increase in net interest income was primarily attributable to higher average interest-earning assets, which increased from $562.5 million in 2012 to $598.3 million in 2013 primarily as a result of our acquisition of Citizens Bank in the fourth quarter of 2013. Partially offsetting the higher interest-earning assets was a decline in net interest margin, on a tax-equivalent basis, to 3.40% during 2013 compared to 3.47% during 2012, as we were generally unable to lower the costs of interest-bearing liabilities to the extent necessary to offset the decline in yields on assets in this low rate environment. Our provision for loan losses totaled $800,000 as asset quality improved during 2013, compared to $1.9 million during 2012.

 

 
 

 

Total non-interest income decreased $1.3 million, or 10.9%, to $10.7 million in 2013 compared to $12.0 million in 2012, primarily as a result of a $1.9 million decrease in gains on sales of loans due to lower volumes of loans sold in the secondary market in 2013 as compared to 2012. Partially offsetting the decline in gains on sales of loans was a $486,000 increase in fees and service charges received on deposit accounts and service fee income on one-to-four family residential real estate loans serviced for others. The increase was attributable to both our acquisition and organic growth.

 

During 2013, no gains or losses on investment securities were recognized. This compares to gains on sales of investment securities of $486,000 during 2012. Partially offsetting the prior-year gains on sales of investment securities, during the first quarter of 2012 we recognized a credit-related, other-than-temporary impairment loss of $63,000 on one of our investments in pooled trust preferred securities. We sold our portfolio of pooled trust preferred investment securities during the fourth quarter of 2012.

 

Non-interest expense increased $3.0 million, or 14.8%, to $23.5 million in 2013 compared to 2012. The increase in non-interest expense was primarily associated with $1.9 million of one-time Citizens Bank acquisition-related costs, as well as increased operating expenses associated with the additional branches assumed in the acquisition. Partially offsetting those increases was a $429,000 decline in amortization expense. During the third quarter of 2012, we recorded a $212,000 valuation allowance against our mortgage servicing rights, which increased amortization expense during 2012. The valuation allowance was reversed during the second quarter of 2013, which reduced amortization expense in 2013. Our effective tax rate decreased from 22.2% for 2012 to 13.8% for 2013 as a result of lower earnings before income taxes, while tax-exempt income remained stable between the periods.

 

Balance Sheet Highlights

 

Total assets increased 35.0% to $828.3 million at December 31, 2013, from $614.1 million at December 31, 2012. Net loans increased 31.1% to $414.0 million at December 31, 2013, compared to $315.9 million at December 31, 2012. Our investment securities increased 39.8% to $305.5 million at December 31, 2013, from $218.5 million at December 31, 2012. The increase in total assets, net loans and investment securities during 2013 was primarily a result of our acquisition of Citizens Bank on November 1, 2013. Stockholders’ equity decreased to $62.7 million (book value of $19.96 per share) at December 31, 2013, from $63.3 million (book value of $20.64 per share) at December 31, 2012, as a result of increased unrealized losses on investment securities. The ratio of equity to total assets decreased to 7.56% at December 31, 2013, from 10.31% at December 31, 2012, and our ratio of tangible equity to tangible assets decreased to 5.04% from 8.00% for the same periods.

 

At December 31, 2013, the allowance for loan losses was $5.5 million, or 1.32% of gross loans outstanding, compared to $4.6 million, or 1.43% of gross loans outstanding, at December 31, 2012. Non-performing loans decreased to $5.9 million, or 1.40% of gross loans, at December 31, 2013, from $9.1 million, or 2.84% of gross loans, at December 31, 2012. We recorded net loan recoveries of $159,000 during 2013 compared to net loan charge-offs of $1.9 million during 2012. The net loan recoveries in 2013 were primarily associated with a previously charged off construction loan.

 

About Landmark

 

Landmark Bancorp, Inc., the holding company for Landmark National Bank, is listed on the NASDAQ Global Market under the symbol “LARK.” Headquartered in Manhattan, Kansas, Landmark National Bank is a community banking organization dedicated to providing quality financial and banking services. Landmark National Bank has 30 locations in 23 communities across Kansas: Manhattan (2), Auburn, Dodge City (2), Fort Scott (3), Garden City, Great Bend (2), Hoisington, Iola, Junction City, Kincaid, LaCrosse, Lawrence (2), Lenexa, Louisburg, Mound City, Osage City, Osawatomie, Overland Park, Paola, Pittsburg, Topeka (2), Wamego and Wellsville, Kansas. Visit www.banklandmark.com for more information.

 

Special Note Concerning Forward-Looking Statements

 

This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the financial condition, results of operations, plans, objectives, future performance and business of Landmark Bancorp, Inc (the “Company”). Forward-looking statements, which may be based upon beliefs, expectations and assumptions of our management and on information currently available to management, are generally identifiable by the use of words such as “believe,” “expect,” “anticipate,” “plan,” “intend,” “estimate,” “may,” “will,” “would,” “could,” “should” or other similar expressions. Additionally, all statements in this press release, including forward-looking statements, speak only as of the date they are made, and the Company undertakes no obligation to update any statement in light of new information or future events. A number of factors, many of which are beyond our ability to control or predict, could cause actual results to differ materially from those in our forward-looking statements. These factors include, among others, the following: (i) the strength of the local and national economy; (ii) changes in state and federal laws, regulations and governmental policies concerning our general business; (iii) changes in technology and the ability to develop and maintain secure and reliable electronic systems; (iv) changes in interest rates and prepayment rates of our assets; (v) increased competition in the financial services sector and the inability to attract new customers; (vi)  the economic impact of armed conflict or terrorist acts involving the United States; (vii) the loss of key executives or employees; (viii) changes in consumer spending; (ix) unexpected outcomes of existing or new litigation; (x) changes in accounting policies and practices; (xi) the ability to manage credit risk, forecast loan losses and maintain an adequate allowance for loan losses; (xii) declines in the value of our investment portfolio; (xiii) the ability to raise additional capital; and (xiv) declines in real estate values. These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. Additional information concerning Landmark Bancorp, Inc. and its business, including additional factors that could materially affect the Company’s financial results, is included in our filings with the Securities and Exchange Commission.

 
 

Financial Highlights

(Dollars in thousands, except per share data)

 

CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited):          

 

    December 31,     December 31,  
    2013     2012  
ASSETS:                
  Cash and cash equivalents   $ 29,735     $ 14,920  
  Investment securities     305,517       218,538  
  Loans, net     414,016       315,914  
  Loans held for sale     7,864       7,163  
  Premises and equipment, net     20,976       14,967  
  Bank owned life insurance     17,342       16,701  
  Goodwill     17,532       13,075  
  Other intangible assets, net     4,469       2,394  
  Other assets     10,850       10,395  
     TOTAL ASSETS   $ 828,301     $ 614,067  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY:                
  Deposits   $ 687,486     $ 482,500  
  Federal Home Loan Bank and other borrowings     68,744       59,967  
  Other liabilities     9,379       8,267  
     Total liabilities     765,609       550,734  
  Stockholders' equity     62,692       63,333  
     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY   $ 828,301     $ 614,067  
                 
LOANS (unaudited):                
                 
One-to-four family residential real estate   $ 125,087     $ 88,454  
Construction and land     23,776       23,435  
Commercial real estate     119,390       88,790  
Commercial     61,383       64,570  
Agriculture     62,287       31,935  
Municipal     8,846       9,857  
Consumer     18,600       13,417  
Net deferred loan costs and loans in process     187       37  
Allowance for loan losses     (5,540 )     (4,581 )
  Loans, net   $ 414,016     $ 315,914  
                 
NON-PERFORMING ASSETS (unaudited):                
                 
Non-accrual loans   $ 5,875     $ 9,108  
Accruing loans over 90 days past due     -       -  
Non-performing investment securities     -       -  
Real estate owned     400       2,444  
  Total non-performing assets   $ 6,275     $ 11,552  
                 
RATIOS (unaudited):                
                 
Loans 30-89 days delinquent and still accruing to gross loans outstanding     0.34 %     0.69 %
Total non-performing loans to gross loans outstanding     1.40 %     2.84 %
Total non-performing assets to total assets     0.76 %     1.88 %
Allowance for loan losses to gross loans outstanding     1.32 %     1.43 %
Allowance for loan losses to total non-performing loans     94.30 %     50.30 %
Equity to total assets     7.57 %     10.31 %
Tangible equity to tangible assets (1)     5.05 %     8.00 %
Book value per share (2)   $ 19.96     $ 20.64  

  

(1) Tangible equity to tangible assets is a non-GAAP financial ratio calculated as stockholders' equity reduced by goodwill and other intangible assets, net divided by total assets reduced by goodwill and other intangible assets, net.

(2) Per share value at December 31, 2012 has been adjusted to give effect to the 5% stock dividend paid during December 2013.

  

 
 

Financial Highlights (continued)

(Dollars in thousands, except per share data)

 

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (unaudited):            
               

    Three months ended December 31,     Years ended December 31,  
    2013     2012     2013     2012  
Interest income:                                
   Loans   $ 4,932     $ 4,056     $ 16,960     $ 16,723  
   Investment securities and other     1,476       1,247       5,152       5,329  
     Total interest income     6,408       5,303       22,112       22,052  
                                 
Interest expense:                                
   Deposits     333       457       1,377       2,149  
   Borrowed funds     464       435       1,704       1,761  
     Total interest expense     797       892       3,081       3,910  
                                 
Net interest income     5,611       4,411       19,031       18,142  
Provision for loan losses     -       300       800       1,900  
   Net interest income after provision for loan losses     5,611       4,111       18,231       16,242  
                                 
Non-interest income:                                
   Fees and service charges     1,581       1,420       5,757       5,271  
   Gains on sales of loans, net     821       1,425       3,777       5,680  
   Bank owned life insurance     135       147       561       540  
   Other     212       113       610       529  
     Total non-interest income     2,749       3,105       10,705       12,020  
                                 
Investment securities:                                
    Net impairment losses     -       -       -       (63 )
    Gains on sales of investment securities, net     -       127       -       486  
        Investment securities gains, net     -       127       -       423  
                                 
Non-interest expense:                                
   Compensation and benefits     3,128       2,523       10,578       9,788  
   Occupancy and equipment     1,135       736       3,333       2,990  
   Acquisition costs     1,710       -       1,886       147  
   Professional fees     227       260       1,102       961  
   Amortization of intangibles     271       271       749       1,178  
   Data processing     296       211       992       842  
   Advertising     114       80       435       443  
   Federal deposit insurance premiums     103       102       441       364  
   Foreclosure and real estate owned expense     65       243       370       332  
   Other     1,198       951       3,649       3,459  
     Total non-interest expense     8,247       5,377       23,535       20,504  
                                 
Earnings before income taxes     113       1,966       5,401       8,181  
Income tax expense     (408 )     349       746       1,814  
Net earnings   $ 521     $ 1,617     $ 4,655     $ 6,367  
                                 
Net earnings per share (1)                                
  Basic   $ 0.17     $ 0.53     $ 1.51     $ 2.08  
  Diluted     0.17       0.52       1.49       2.06  
                                 
Shares outstanding at end of period (1)     3,140,577       3,068,389       3,140,577       3,068,389  
                                 
Weighted average common shares outstanding - basic (1)     3,105,585       3,068,389       3,084,566       3,068,133  
Weighted average common shares outstanding - diluted (1)     3,149,535       3,114,989       3,131,446       3,094,477  
                                 
OTHER DATA (unaudited):                                
                                 
Return on average assets (2)     0.27 %     1.03 %     0.70 %     1.01 %
Return on average equity (2)     3.24 %     10.19 %     7.33 %     10.34 %
Return on average tangible equity (2) (4)     4.70 %     13.48 %     9.95 %     13.75 %
Net interest margin (2) (3)     3.45 %     3.39 %     3.40 %     3.47 %

 

(1) Share and per share values at or for the periods ended December 31, 2012 have been adjusted to give effect to the 5% stock dividend paid during December 2013.

(2) Information for the three months ended December 31 is annualized.

(3) Net interest margin is presented on a fully tax equivalent basis, using a 34% federal tax rate.

(4) Return on average tangible equity is a non-GAAP financial ratio calculated as net earnings divided by average stockholders' equity reduced by average goodwill and average other intangible assets, net.