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 EXCHANGE ACT OF 1934 For fiscal year ended December 31, 2019 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from __________ to ___________ Commission File Number 0-33203 LANDMARK BANCORP, INC. (Exact name of Registrant as specified in its charter) (State or other jurisdiction of incorporati ...

Landmark Bancorp, Inc. (NASDAQ:LARK) Q4 2019 Earnings Conference Call January 29, 2020 11:00 AM ET Company Participants Michael Scheopner - President, CEO & Director Mark Herpich - Secretary, CFO & Treasurer Conference Call Participants Operator Good day, and welcome to the Landmark Bancorp Fourth Quarter Earnings Conference Call. [Operator Instructions]. Please note, this event is being recorded. I would now like to turn the conference over to Michael Scheopner, President and Chief Executive Officer. Pleas ...

[PART I – FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents Landmark Bancorp's unaudited consolidated financial statements, including balance sheets, earnings, cash flows, and detailed notes [Consolidated Balance Sheets](index=4&type=section&id=Consolidated%20Balance%20Sheets) Total assets grew to $1.01 billion, driven by increased net loans, while stockholders' equity significantly rose to $106.0 million Consolidated Balance Sheet Highlights (in thousands) | Account | Sep 30, 2019 (Unaudited) | Dec 31, 2018 | | :--- | :--- | :--- | | **Assets** | | | | Loans, net | $520,133 | $489,373 | | Investment securities available-for-sale | $369,317 | $388,345 | | **Total Assets** | **$1,008,731** | **$985,784** | | **Liabilities & Equity** | | | | Total Deposits | $833,754 | $823,648 | | Total Liabilities | $902,693 | $893,883 | | Total Stockholders' Equity | $106,038 | $91,901 | | **Total Liabilities & Stockholders' Equity** | **$1,008,731** | **$985,784** | [Consolidated Statements of Earnings](index=5&type=section&id=Consolidated%20Statements%20of%20Earnings) Net earnings decreased to $2.6 million in Q3 2019 and $7.4 million for the nine months, driven by higher non-interest expenses Earnings Summary (in thousands, except per share data) | Metric | Q3 2019 | Q3 2018 | Nine Months 2019 | Nine Months 2018 | | :--- | :--- | :--- | :--- | :--- | | Net Interest Income | $7,659 | $7,180 | $22,336 | $20,610 | | Provision for loan losses | $400 | $450 | $1,000 | $900 | | Non-interest income | $4,555 | $4,567 | $11,799 | $12,221 | | Non-interest expense | $8,618 | $7,712 | $24,311 | $22,718 | | **Net Earnings** | **$2,613** | **$3,020** | **$7,394** | **$7,964** | | **Diluted EPS** | **$0.60** | **$0.69** | **$1.69** | **$1.83** | [Consolidated Statements of Cash Flows](index=8&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Cash and cash equivalents increased by $2.6 million, with financing activities providing $5.7 million, offsetting uses in operations and investing Net Cash Flow Summary (Nine months ended Sep 30, in thousands) | Activity | 2019 | 2018 | | :--- | :--- | :--- | | Net cash (used in) provided by operating activities | $(1,039) | $11,054 | | Net cash used in investing activities | $(2,054) | $(40,105) | | Net cash provided by financing activities | $5,715 | $28,753 | | **Net increase (decrease) in cash and cash equivalents** | **$2,622** | **$(298)** | [Notes to Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) Notes detail accounting policies, investment and loan portfolio composition, regulatory capital status, and the delay of CECL implementation - The company adopted ASU 2016-02 (Leases) on January 1, 2019, which was not material to the consolidated financial statements[28](index=28&type=chunk) Loan Portfolio Composition (in thousands) | Loan Type | Sep 30, 2019 | Dec 31, 2018 | | :--- | :--- | :--- | | One-to-four family residential | $141,801 | $136,895 | | Commercial real estate | $135,950 | $138,967 | | Commercial | $101,150 | $74,289 | | Agriculture | $100,958 | $96,632 | | **Total gross loans** | **$526,439** | **$495,247** | - The company plans to delay the implementation of the new credit loss standard, CECL (ASU 2016-13), until January 1, 2023, as permitted for smaller reporting companies; initial estimates suggest it will increase the allowance for loan losses upon adoption[82](index=82&type=chunk) Company Regulatory Capital Ratios (Actual) | Ratio | Sep 30, 2019 | Dec 31, 2018 | | :--- | :--- | :--- | | Leverage | 10.63% | 10.34% | | Common Equity Tier 1 Capital | 12.92% | 13.12% | | Tier 1 Capital | 16.18% | 16.64% | | Total Risk Based Capital | 17.17% | 17.63% | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=31&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses a 7.2% decrease in net earnings to $7.4 million due to higher costs, despite net interest income growth and strong asset quality [Summary of Results](index=32&type=section&id=Summary%20of%20Results) Net earnings decreased to $7.4 million, lowering ROAA and ROAE, though net interest margin improved to 3.43% Key Performance Ratios (Nine months ended Sep 30) | Ratio | 2019 | 2018 | | :--- | :--- | :--- | | Return on average assets (annualized) | 1.00% | 1.12% | | Return on average equity (annualized) | 10.02% | 12.39% | | Net interest margin (annualized) | 3.43% | 3.36% | [Net Interest Income](index=32&type=section&id=Net%20Interest%20Income) Net interest income increased by $1.7 million (8.4%) to $22.3 million, driven by loan growth and an expanded net interest margin - Interest income for the first nine months of 2019 increased by **$3.3 million (13.5%)** compared to the prior year, mainly due to a **$56.1 million** increase in average loan balances and higher loan yields (**5.35% vs 5.14%**)[96](index=96&type=chunk) - Interest expense for the first nine months of 2019 rose by **$1.6 million (42.1%)**, driven by a **$2.1 million** increase in deposit interest expense due to higher rates and balances, partially offset by lower borrowing costs[98](index=98&type=chunk) [Provision for Loan Losses](index=33&type=section&id=Provision%20for%20Loan%20Losses) The provision for loan losses increased slightly to $1.0 million, with net charge-offs also marginally higher Loan Loss Provision and Charge-offs (in thousands) | Metric | Nine Months 2019 | Nine Months 2018 | | :--- | :--- | :--- | | Provision for loan losses | $1,000 | $900 | | Net loan charge-offs | $486 | $470 | [Non-interest Income and Expense](index=33&type=section&id=Non-interest%20Income%20and%20Expense) Non-interest income decreased to $11.8 million due to a non-recurring 2018 recovery, while non-interest expense rose from higher compensation - The decrease in non-interest income was mainly due to a **$1.4 million** recovery on a deposit-related loss recorded in 2018, which was not repeated in 2019[107](index=107&type=chunk) - The increase in non-interest expense was primarily due to higher compensation and benefits (**$1.1 million**) from the addition of bank employees and increased compensation costs[109](index=109&type=chunk) [Financial Condition and Asset Quality](index=34&type=section&id=Financial%20Condition%20and%20Asset%20Quality) Total assets grew 2.3% to $1.0 billion, driven by a 6.3% increase in net loans, with minor changes in asset quality - Net loans increased by **$30.8 million (6.3%)** to **$520.1 million** at September 30, 2019, from year-end 2018[113](index=113&type=chunk) - The allowance for loan losses was **$6.3 million**, or **1.19%** of gross loans, at September 30, 2019, compared to **$5.8 million**, or **1.16%**, at December 31, 2018[114](index=114&type=chunk) - Non-accrual loans increased to **$5.9 million (1.13% of gross loans)** at September 30, 2019, from **$5.2 million (1.06% of gross loans)** at year-end 2018[116](index=116&type=chunk) [Liquidity and Capital](index=35&type=section&id=Liquidity%20and%20Capital) The company maintains strong liquidity with $391.1 million in liquid assets and robust capital levels, exceeding regulatory requirements - At September 30, 2019, the company had additional borrowing capacity of **$95.0 million** from the FHLB and **$17.9 million** from the Federal Reserve discount window[124](index=124&type=chunk) - The Bank's capital ratios as of September 30, 2019 were in excess of the requirements to be 'well capitalized' under regulatory guidelines[128](index=128&type=chunk) - A quarterly cash dividend of **$0.20 per share** was paid during the third quarter of 2019[129](index=129&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=39&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company manages interest rate risk, with a 100 basis point rate decline projected to increase net interest income by 2.2% over one year Net Interest Income Sensitivity Analysis | Scenario | Dollar Change ($000's) | Percent Change | | :--- | :--- | :--- | | 200 bp rising | $(1,450) | (4.7)% | | 100 bp rising | $(720) | (2.3)% | | 100 bp falling | $683 | 2.2% | | 200 bp falling | $1,236 | 4.0% | [Controls and Procedures](index=40&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded the company's disclosure controls and procedures were effective, with no material changes to internal control - Based on an evaluation as of September 30, 2019, the CEO and CFO concluded that the Company's disclosure controls and procedures were effective[144](index=144&type=chunk) - No material changes were made to the Company's internal control over financial reporting during the third quarter of 2019[145](index=145&type=chunk) [PART II – OTHER INFORMATION](index=42&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) [Legal Proceedings](index=42&type=section&id=Item%201.%20Legal%20Proceedings) The company is not a party to any material pending legal proceedings beyond ordinary routine litigation - There are no material pending legal proceedings against the Company or its subsidiaries outside of ordinary routine litigation[147](index=147&type=chunk) [Risk Factors](index=42&type=section&id=Item%201A.%20Risk%20Factors) No material changes have occurred in the company's risk factors since the 2018 Annual Report on Form 10-K - No material changes have occurred in the Company's risk factors since the 2018 Annual Report on Form 10-K[148](index=148&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=42&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities during the period - None[149](index=149&type=chunk) [Exhibits](index=42&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including certifications and interactive data files - Exhibits filed include CEO and CFO certifications (31.1, 31.2, 32.1, 32.2) and interactive data files (101)[154](index=154&type=chunk)

Landmark Bancorp, Inc. (NASDAQ:LARK) Q3 2019 Earnings Conference Call October 30, 2019 11:00 AM ET Company Participants Michael Scheopner - President and Chief Executive Officer Mark Herpich - Chief Financial Officer Conference Call Participants John Rodis - Janney Operator Good morning, and welcome to the Landmark Bancorp Q3 Earnings Conference Call. [Operator Instructions] Please note, this event is being recorded. I would now like to turn the conference over to Michael Scheopner. Please go ahead. Michael ...

[FORM 10-Q Filing Information](index=1&type=section&id=FORM%2010-Q) This section details the filing information for LANDMARK BANCORP, INC.'s Quarterly Report (Form 10-Q) for the period ended June 30, 2019 - This is a Quarterly Report (Form 10-Q) for the period ended June 30, 2019, filed by **LANDMARK BANCORP, INC.**[2](index=2&type=chunk) Registrant Information | Registrant Information | Details | | :--------------------- | :------ | | State of Incorporation | Delaware | | IRS Employer ID Number | 43-1930755 | | Principal Executive Offices | 701 Poyntz Avenue, Manhattan, Kansas 66502 | | Telephone Number | (785) 565-2000 | | Trading Symbol | LARK | | Exchange | Nasdaq Global Market | | Filer Status | Accelerated filer, Smaller reporting company | | Common Stock Outstanding (as of Aug 6, 2019) | 4,375,532 shares | | Shell Company | No | [Table of Contents](index=3&type=section&id=Table%20of%20Contents) This section outlines the Form 10-Q's structure, detailing its division into financial and other information with corresponding page ranges - The table of contents outlines the structure of the Form 10-Q, dividing it into Part I (Financial Information) and Part II (Other Information), detailing the page ranges for each item[6](index=6&type=chunk)[7](index=7&type=chunk) PART I – FINANCIAL INFORMATION [ITEM 1. Financial Statements](index=4&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS) This section presents the unaudited consolidated financial statements and notes for the quarter and six months ended June 30, 2019 [Consolidated Balance Sheets](index=4&type=section&id=CONSOLIDATED%20BALANCE%20SHEETS) Consolidated balance sheets reflect increased total assets and equity from December 2018 to June 2019, primarily due to loan and deposit growth | Metric (in thousands) | June 30, 2019 | December 31, 2018 | | :-------------------- | :------------ | :---------------- | | Total Assets | $1,001,889 | $985,784 | | Loans, net | $510,205 | $489,373 | | Total Deposits | $829,532 | $823,648 | | Total Liabilities | $899,010 | $893,883 | | Total Stockholders' Equity | $102,879 | $91,901 | [Consolidated Statements of Earnings](index=5&type=section&id=CONSOLIDATED%20STATEMENTS%20OF%20EARNINGS) Net earnings decreased for both periods ending June 30, 2019, due to higher loan loss provisions and lower non-interest income, despite increased net interest income | Metric (in thousands, except per share) | 3 Months Ended June 30, 2019 | 3 Months Ended June 30, 2018 | 6 Months Ended June 30, 2019 | 6 Months Ended June 30, 2018 | | :------------------------------------ | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Total Interest Income | $9,293 | $8,083 | $18,177 | $15,684 | | Total Interest Expense | $1,812 | $1,247 | $3,500 | $2,254 | | Net Interest Income | $7,481 | $6,836 | $14,677 | $13,430 | | Provision for Loan Losses | $400 | $250 | $600 | $450 | | Total Non-interest Income | $3,988 | $4,253 | $7,244 | $7,654 | | Total Non-interest Expense | $7,965 | $7,566 | $15,693 | $15,006 | | Net Earnings | $2,598 | $2,845 | $4,781 | $4,944 | | Basic EPS | $0.59 | $0.65 | $1.09 | $1.14 | | Diluted EPS | $0.59 | $0.65 | $1.09 | $1.14 | | Dividends per share | $0.20 | $0.19 | $0.40 | $0.38 | [Consolidated Statements of Comprehensive Income/(Loss)](index=6&type=section&id=CONSOLIDATED%20STATEMENTS%20OF%20COMPREHENSIVE%20INCOME%2F%28LOSS%29) Total comprehensive income significantly increased for both periods ending June 30, 2019, driven by net unrealized gains on available-for-sale securities | Metric (in thousands) | 3 Months Ended June 30, 2019 | 3 Months Ended June 30, 2018 | 6 Months Ended June 30, 2019 | 6 Months Ended June 30, 2018 | | :-------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Net Earnings | $2,598 | $2,845 | $4,781 | $4,944 | | Other Comprehensive Income (Loss) | $4,248 | $(244) | $7,817 | $(5,084) | | Total Comprehensive Income (Loss) | $6,846 | $2,601 | $12,598 | $(140) | [Consolidated Statements of Stockholders' Equity](index=7&type=section&id=CONSOLIDATED%20STATEMENTS%20OF%20STOCKHOLDERS'%20EQUITY) Stockholders' equity significantly increased from January to June 2019, primarily due to net earnings and higher accumulated other comprehensive income | Metric (in thousands) | Balance at January 1, 2019 | Balance at June 30, 2019 | | :-------------------- | :------------------------- | :----------------------- | | Common Stock | $44 | $44 | | Additional Paid-in Capital | $63,775 | $63,904 | | Retained Earnings | $32,073 | $35,105 | | Accumulated Other Comprehensive Income (Loss) | $(3,991) | $3,826 | | Total Stockholders' Equity | $91,901 | $102,879 | - Key activities impacting equity during the six months ended June 30, 2019, included net earnings of **$4,781 thousand**, other comprehensive income of **$7,817 thousand**, and dividends paid of **$1,749 thousand**[19](index=19&type=chunk) [Consolidated Statements of Cash Flows](index=8&type=section&id=CONSOLIDATED%20STATEMENTS%20OF%20CASH%20FLOWS) Cash and cash equivalents decreased by **$4.8 million** during the first six months of 2019, as operating and investing outflows exceeded financing inflows | Cash Flow Activity (in thousands) | 6 Months Ended June 30, 2019 | 6 Months Ended June 30, 2018 | | :-------------------------------- | :--------------------------- | :--------------------------- | | Net Cash (Used in) Provided by Operating Activities | $(5,260) | $3,395 | | Net Cash Used in Investing Activities | $(5,127) | $(47,570) | | Net Cash Provided by Financing Activities | $5,572 | $47,474 | | Net (Decrease) Increase in Cash and Cash Equivalents | $(4,815) | $3,299 | | Cash and Cash Equivalents at End of Period | $14,299 | $19,883 | - Investing activities primarily used cash due to a net increase in loans and purchases of investment securities, partially offset by maturities and prepayments of investment securities[22](index=22&type=chunk) - Financing activities provided cash mainly from Federal Home Loan Bank advance borrowings and an increase in deposits, despite repayments on other borrowings and dividend payments[22](index=22&type=chunk) [Notes to Consolidated Financial Statements](index=10&type=section&id=NOTES%20TO%20CONSOLIDATED%20FINANCIAL%20STATEMENTS) These notes provide essential details on the company's accounting policies, key financial statement items, and regulatory compliance [1. Interim Financial Statements](index=10&type=section&id=1.%20Interim%20Financial%20Statements) This note clarifies that interim financial statements are unaudited and details the adoption of new accounting standards, ASU 2016-02 (Leases) and ASU 2017-08 (Premium Amortization), with immaterial impact on net earnings - The company adopted ASU 2016-02 (Leases) on January 1, 2019, recording a right-of-use asset and lease liability of **$132,000**, with an additional **$221,000** for a new lease in Q1 2019, with no material impact on net earnings[28](index=28&type=chunk) - ASU 2017-08 (Premium Amortization on Purchased Callable Debt Securities) was adopted on January 1, 2019, shortening the amortization period for investment security premiums, but its impact on interest income was not material[29](index=29&type=chunk) [2. Investments](index=11&type=section&id=2.%20Investments) The company's available-for-sale investment portfolio decreased slightly, shifting from net unrealized losses to net unrealized gains, with a significant portion pledged as collateral | Investment Securities Available-for-Sale (in thousands) | June 30, 2019 | December 31, 2018 | | :------------------------------------- | :------------ | :---------------- | | Amortized Cost | $377,227 | $393,631 | | Gross Unrealized Gains | $5,853 | $829 | | Gross Unrealized Losses | $(785) | $(6,115) | | Estimated Fair Value | $382,295 | $388,345 | - As of June 30, 2019, **104 securities** had temporary unrealized losses totaling **$785 thousand**, a significant improvement from **$6,115 thousand** in unrealized losses across **490 securities** at December 31, 2018[31](index=31&type=chunk)[32](index=32&type=chunk) Sales of Available-for-Sale Securities | Sales of Available-for-Sale Securities (in thousands) | 3 Months Ended June 30, 2019 | 3 Months Ended June 30, 2018 | 6 Months Ended June 30, 2019 | 6 Months Ended June 30, 2018 | | :------------------------------------ | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Sales Proceeds | $9,491 | $- | $9,491 | $1,535 | | Net Realized Losses (Gains) | $(146) | $- | $(146) | $35 | - Securities with carrying values of **$244.0 million** were pledged to secure public funds, repurchase agreements, and borrowings at June 30, 2019[37](index=37&type=chunk) [3. Loans and Allowance for Loan Losses](index=13&type=section&id=3.%20Loans%20and%20Allowance%20for%20Loan%20Losses) The loan portfolio grew, with increased allowance for loan losses and a rise in impaired and non-accrual loans, while classified loans decreased overall | Loan Category (in thousands) | June 30, 2019 | December 31, 2018 | | :--------------------------- | :------------ | :---------------- | | Total Gross Loans | $516,362 | $495,247 | | Allowance for Loan Losses | $(6,266) | $(5,765) | | Loans, net | $510,205 | $489,373 | Allowance for Loan Losses Activity | Allowance for Loan Losses Activity (in thousands) | 3 Months Ended June 30, 2019 | 6 Months Ended June 30, 2019 | | :-------------------------------- | :--------------------------- | :--------------------------- | | Balance at Beginning of Period | $5,938 | $5,765 | | Charge-offs | $(134) | $(183) | | Recoveries | $62 | $84 | | Provision for Loan Losses | $400 | $600 | | Balance at End of Period | $6,266 | $6,266 | - Impaired loans increased from **$8.7 million** at December 31, 2018, to **$11.0 million** at June 30, 2019[41](index=41&type=chunk)[42](index=42&type=chunk)[44](index=44&type=chunk) - Non-accrual loans were **$7.8 million** at June 30, 2019, up from **$5.2 million** at December 31, 2018[41](index=41&type=chunk)[42](index=42&type=chunk)[44](index=44&type=chunk) Loan Risk Categories | Loan Risk Categories (in thousands) | June 30, 2019 | December 31, 2018 | | :-------------------------------- | :------------ | :---------------- | | Non-classified Loans | $488,895 | $463,444 | | Classified Loans | $27,467 | $31,803 | - The company had **13 outstanding loans** classified as Troubled Debt Restructurings (TDRs) at June 30, 2019, with a total balance of **$3.7 million** (**$524k** non-accrual, **$3,219k** accruing)[50](index=50&type=chunk)[53](index=53&type=chunk) [4. Goodwill and Other Intangible Assets](index=21&type=section&id=4.%20Goodwill%20and%20Other%20Intangible%20Assets) Goodwill was not impaired, and other intangible assets, primarily mortgage servicing rights, core deposit intangibles, and lease intangibles, saw a slight decrease in net carrying amount due to amortization - Goodwill was tested for impairment as of December 31, 2018, and no impairment was found, with no triggering events for an interim test occurring in the first six months of 2019[54](index=54&type=chunk) Other Intangible Assets | Other Intangible Assets (in thousands) | June 30, 2019 | December 31, 2018 | | :----------------------------------- | :------------ | :---------------- | | Core Deposit Intangible Assets (Net) | $392 | $479 | | Lease Intangible Asset (Net) | $94 | $117 | | Mortgage Servicing Rights (Net) | $2,372 | $2,495 | | Total Other Intangible Assets (Net) | $2,858 | $3,091 | Mortgage Servicing Rights Activity | Mortgage Servicing Rights Activity (in thousands) | 3 Months Ended June 30, 2019 | 6 Months Ended June 30, 2019 | | :---------------------------------------- | :--------------------------- | :--------------------------- | | Balance at Beginning of Period | $2,384 | $2,495 | | Additions | $225 | $322 | | Amortization | $(237) | $(445) | | Balance at End of Period | $2,372 | $2,372 | - The fair value of mortgage servicing rights decreased from **$6.2 million** at December 31, 2018, to **$5.3 million** at June 30, 2019[58](index=58&type=chunk) [5. Earnings per Share](index=22&type=section&id=5.%20Earnings%20per%20Share) Basic and diluted earnings per share decreased for both the three and six months ended June 30, 2019, compared to the prior year, reflecting lower net earnings | Earnings per Share (EPS) | 3 Months Ended June 30, 2019 | 3 Months Ended June 30, 2018 | 6 Months Ended June 30, 2019 | 6 Months Ended June 30, 2018 | | :----------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Net Earnings (in thousands) | $2,598 | $2,845 | $4,781 | $4,944 | | Basic EPS | $0.59 | $0.65 | $1.09 | $1.14 | | Diluted EPS | $0.59 | $0.65 | $1.09 | $1.14 | - The diluted EPS computations excluded **30,859 unexercised stock options** for both periods as their inclusion would have been anti-dilutive[61](index=61&type=chunk) [6. Repurchase Agreements](index=23&type=section&id=6.%20Repurchase%20Agreements) The company's repurchase agreements, collateralized by investment securities, decreased slightly from December 31, 2018, to June 30, 2019, with all agreements being overnight and continuous | Repurchase Agreements (in thousands) | June 30, 2019 | December 31, 2018 | | :----------------------------------- | :------------ | :---------------- | | Total Repurchase Agreements | $14,283 | $15,246 | | Collateral Pledged | $20,700 | $18,600 | - All repurchase agreements are overnight and continuous, secured by U.S. federal treasury obligations, U.S. federal agency obligations, and agency mortgage-backed securities[62](index=62&type=chunk) [7. Revenue from Contracts with Customers](index=24&type=section&id=7.%20Revenue%20from%20Contracts%20with%20Customers) Non-interest income, including service charges on deposits, interchange income, and gains on sales of real estate owned, is recognized under ASC 606, while other income streams are outside its scope | Non-interest Income (in thousands) | 3 Months Ended June 30, 2019 | 3 Months Ended June 30, 2018 | 6 Months Ended June 30, 2019 | 6 Months Ended June 30, 2018 | | :--------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Service Charges on Deposits | $1,021 | $918 | $1,924 | $1,853 | | Interchange Income | $538 | $516 | $973 | $958 | | Gains on Sales of Loans (1) | $1,742 | $1,468 | $2,862 | $2,629 | | Total Non-interest Income | $3,988 | $4,253 | $7,244 | $7,654 | - Service charges on deposit accounts are recognized for transaction-based, account maintenance, and overdraft services[66](index=66&type=chunk) - Interchange income is recognized daily based on debit cardholder transactions[67](index=67&type=chunk) [8. Fair Value of Financial Instruments and Fair Value Measurements](index=24&type=section&id=8.%20Fair%20Value%20of%20Financial%20Instruments%20and%20Fair%20Value%20Measurements) The company measures financial instruments at fair value using a three-level hierarchy, with most available-for-sale securities and loans held for sale classified as Level 2, and impaired loans as Level 3 - Fair value measurements are categorized into Level 1 (quoted prices in active markets), Level 2 (observable inputs other than Level 1 prices), and Level 3 (significant unobservable inputs)[69](index=69&type=chunk)[70](index=70&type=chunk) Financial Assets Measured at Fair Value | Financial Assets Measured at Fair Value (in thousands) | June 30, 2019 (Total Fair Value) | December 31, 2018 (Total Fair Value) | | :------------------------------------- | :------------------------------- | :----------------------------------- | | Investment Securities Available-for-Sale | $382,295 | $388,345 | | Loans Held for Sale | $13,164 | $4,743 | | Derivative Financial Instruments (Assets) | $1,029 | $522 | - U.S. Treasury securities are Level 1, while U.S. federal agency obligations, municipal obligations, agency mortgage-backed securities, certificates of deposit, loans held for sale, and derivative financial instruments are primarily Level 2[73](index=73&type=chunk)[75](index=75&type=chunk) - Impaired loans are measured at fair value on a non-recurring basis, typically using Level 3 inputs based on collateral appraisals and adjustments[77](index=77&type=chunk)[80](index=80&type=chunk)[81](index=81&type=chunk) [9. Regulatory Capital Requirements](index=29&type=section&id=9.%20Regulatory%20Capital%20Requirements) Both the company and the Bank met all regulatory capital adequacy requirements under Basel III rules as of June 30, 2019, and were categorized as 'well capitalized' - The Basel III Rule requires minimum ratios for Common Equity Tier 1 (**4.5%**), Tier 1 Capital (**6.0%**), Total Capital (**8.0%**), and Tier 1 Leverage (**4.0%**), plus a capital conservation buffer (**2.5%** for 2019)[84](index=84&type=chunk) Company Capital Ratios | Company Capital Ratios | June 30, 2019 | December 31, 2018 | | :--------------------- | :------------ | :---------------- | | Leverage Ratio | 10.49% | 10.34% | | Common Equity Tier 1 Capital Ratio | 13.00% | 13.12% | | Tier 1 Capital Ratio | 16.35% | 16.64% | | Total Risk Based Capital Ratio | 17.38% | 17.63% | - The Bank was categorized as 'well capitalized' under prompt corrective action regulations at both June 30, 2019, and December 31, 2018[85](index=85&type=chunk) [10. Impact of Recent Accounting Pronouncements](index=30&type=section&id=10.%20Impact%20of%20Recent%20Accounting%20Pronouncements) The company is preparing for ASU 2016-13 (CECL) adoption, which is expected to increase the allowance for loan losses, with a proposed delay in the effective date for smaller reporting companies - ASU 2016-13 (CECL) eliminates the incurred loss methodology, requiring reserves to reflect all expected credit losses over the financial asset's term, including held-to-maturity debt securities[87](index=87&type=chunk) - The effective date for CECL for smaller reporting companies like Landmark Bancorp, Inc. is proposed to be delayed to fiscal years beginning after December 15, 2022[87](index=87&type=chunk) - Initial calculations estimate that the adoption of CECL will result in an increase to the allowance for loan losses, though the exact size of the increase is currently uncertain[87](index=87&type=chunk) [ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=31&type=section&id=ITEM%202.%20MANAGEMENT'S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) This section provides management's perspective on the company's financial performance and condition, highlighting key drivers of changes in net earnings, interest income and expense, asset quality, liquidity, and capital [Overview](index=31&type=section&id=Overview) Landmark Bancorp, Inc. operates as a financial holding company primarily engaged in banking through Landmark National Bank, focusing on deposits and various loan types, with operations mainly in Kansas - Landmark Bancorp, Inc. operates as a financial holding company, with its primary business being banking through Landmark National Bank, which focuses on attracting deposits and originating residential, commercial, agriculture, and consumer loans[89](index=89&type=chunk)[90](index=90&type=chunk) - Landmark Risk Management, Inc., a captive insurance subsidiary, exited its pool resources relationship in May 2019 and is no longer providing insurance coverage to the company[91](index=91&type=chunk) - The company's results are driven by net interest income, non-interest income (e.g., service charges, loan sales), and operating expenses, all influenced by regulatory, economic, and competitive factors[92](index=92&type=chunk)[93](index=93&type=chunk) - In May 2019, a loan production office was opened in Prairie Village, Kansas, with regulatory approval received in July 2019 to convert it to a branch office[94](index=94&type=chunk) [Critical Accounting Policies](index=31&type=section&id=Critical%20Accounting%20Policies) The company's critical accounting policies, which involve significant management judgment, include the allowance for loan losses, accounting for income taxes, and accounting for goodwill and other intangible assets - Key accounting policies requiring significant judgment are the allowance for loan losses, income tax accounting, and goodwill and other intangible assets[95](index=95&type=chunk) [Summary of Results](index=32&type=section&id=Summary%20of%20Results) Net earnings decreased for both the second quarter and the first six months of 2019 compared to the prior year, with a decline in return on average assets and equity | Metric | 3 Months Ended June 30, 2019 | 3 Months Ended June 30, 2018 | 6 Months Ended June 30, 2019 | 6 Months Ended June 30, 2018 | | :-------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Net Earnings (in thousands) | $2,598 | $2,845 | $4,781 | $4,944 | | Basic EPS | $0.59 | $0.65 | $1.09 | $1.14 | | Return on Average Assets | 1.05% | 1.20% | 0.98% | 1.06% | | Return on Average Equity | 10.61% | 13.49% | 10.08% | 11.69% | | Equity to Total Assets | 10.27% | 8.83% | 10.27% | 8.83% | [Interest Income](index=32&type=section&id=Interest%20Income) Interest income significantly increased for both the three and six months ended June 30, 2019, primarily driven by higher average loan balances and increased yields on loans and investment securities | Interest Income | 3 Months Ended June 30, 2019 | 3 Months Ended June 30, 2018 | 6 Months Ended June 30, 2019 | 6 Months Ended June 30, 2018 | | :----------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Total Interest Income (in thousands) | $9,293 | $8,083 | $18,177 | $15,684 | | Interest Income on Loans (in thousands) | $6,886 | $5,752 | $13,353 | $11,140 | | Average Loan Balances (in millions) | $512.2 | $452.5 | $502.0 | $445.3 | | Yield on Loans | 5.39% | 5.10% | 5.36% | 5.04% | | Interest Income on Investment Securities (in thousands) | $2,414 | $2,339 | $4,837 | $4,561 | | Yield on Investment Securities | 2.72% | 2.59% | 2.74% | 2.57% | [Interest Expense](index=32&type=section&id=Interest%20Expense) Interest expense rose substantially for both periods, mainly due to higher interest rates on deposits and increased average interest-bearing deposit balances, partially offset by a decrease in average outstanding borrowings | Interest Expense | 3 Months Ended June 30, 2019 | 3 Months Ended June 30, 2018 | 6 Months Ended June 30, 2019 | 6 Months Ended June 30, 2018 | | :------------------------------ | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Total Interest Expense (in thousands) | $1,812 | $1,247 | $3,500 | $2,254 | | Interest Expense on Deposits (in thousands) | $1,380 | $631 | $2,711 | $1,172 | | Average Interest-Bearing Deposit Balances (in millions) | $642.1 | $597.5 | $645.5 | $599.9 | | Average Rate on Deposits | 0.86% | 0.42% | 0.85% | 0.39% | | Interest Expense on Borrowings (in thousands) | $432 | $616 | $789 | $1,082 | | Average Outstanding Borrowings (in millions) | $60.6 | $91.6 | $54.2 | $79.5 | | Average Rate on Borrowings | 2.86% | 2.70% | 2.93% | 2.74% | [Net Interest Income](index=33&type=section&id=Net%20Interest%20Income) Net interest income increased for both the three and six months ended June 30, 2019, driven by growth in average interest-earning assets and an expansion of the net interest margin | Net Interest Income | 3 Months Ended June 30, 2019 | 3 Months Ended June 30, 2018 | 6 Months Ended June 30, 2019 | 6 Months Ended June 30, 2018 | | :------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Net Interest Income (in thousands) | $7,481 | $6,836 | $14,677 | $13,430 | | Average Interest-Earning Assets (in millions) | $901.2 | $855.4 | $892.2 | $844.9 | | Net Interest Margin (tax-equivalent) | 3.43% | 3.33% | 3.42% | 3.33% | [Provision for Loan Losses](index=33&type=section&id=Provision%20for%20Loan%20Losses) The provision for loan losses increased for both the three and six months ended June 30, 2019, reflecting management's evaluation of inherent risks in the loan portfolio and an increase in net loan charge-offs | Provision for Loan Losses (in thousands) | 3 Months Ended June 30, 2019 | 3 Months Ended June 30, 2018 | 6 Months Ended June 30, 2019 | 6 Months Ended June 30, 2018 | | :------------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Provision for Loan Losses | $400 | $250 | $600 | $450 | | Net Loan Charge-offs | $72 | $59 | $99 | $74 | [Non-interest Income](index=33&type=section&id=Non-interest%20Income) Total non-interest income decreased for both periods, primarily due to a decline in other non-interest income (including prior-year recoveries) and losses on investment securities, partially offset by increased gains on loan sales and fees | Non-interest Income (in thousands) | 3 Months Ended June 30, 2019 | 3 Months Ended June 30, 2018 | 6 Months Ended June 30, 2019 | 6 Months Ended June 30, 2018 | | :--------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Total Non-interest Income | $3,988 | $4,253 | $7,244 | $7,654 | | Other Non-interest Income | $301 | $815 | $589 | $1,105 | | Gains (Losses) on Sales of Investment Securities, net | $(146) | $- | $(146) | $35 | | Gains on Sales of Loans, net | $1,742 | $1,468 | $2,862 | $2,629 | | Fees and Service Charges | $1,931 | $1,808 | $3,620 | $3,564 | - The decrease in other non-interest income was largely due to **$525,000** in deposit-related loss recoveries in the second quarter of 2018 that did not recur in 2019[109](index=109&type=chunk)[110](index=110&type=chunk) [Non-interest Expense](index=34&type=section&id=Non-interest%20Expense) Non-interest expense increased for both periods, primarily driven by higher compensation and benefits costs due to increased employee count and compensation, along with rises in data processing and occupancy expenses | Non-interest Expense (in thousands) | 3 Months Ended June 30, 2019 | 3 Months Ended June 30, 2018 | 6 Months Ended June 30, 2019 | 6 Months Ended June 30, 2018 | | :---------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Total Non-interest Expense | $7,965 | $7,566 | $15,693 | $15,006 | | Compensation and Benefits | $4,251 | $3,966 | $8,394 | $7,755 | | Data Processing | $414 | $376 | $828 | $741 | | Occupancy and Equipment | $1,100 | $1,072 | $2,162 | $2,150 | - The increase in compensation and benefits was attributed to the addition of bank employees and increased compensation costs[111](index=111&type=chunk)[112](index=112&type=chunk) [Income Tax Expense](index=34&type=section&id=Income%20Tax%20Expense) Income tax expense increased for both periods, leading to a higher effective tax rate, primarily due to lower recognition of excess tax benefits from stock option exercises compared to the prior year | Income Tax Expense | 3 Months Ended June 30, 2019 | 3 Months Ended June 30, 2018 | 6 Months Ended June 30, 2019 | 6 Months Ended June 30, 2018 | | :-------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Income Tax Expense (in thousands) | $506 | $428 | $847 | $684 | | Effective Tax Rate | 16.3% | 13.1% | 15.0% | 12.2% | - The increase in effective tax rate was mainly due to the recognition of **$72,000** (Q2 2018) and **$136,000** (6M 2018) of excess tax benefits from stock option exercises in the prior year periods, which were not as significant in 2019[113](index=113&type=chunk)[114](index=114&type=chunk) [Financial Condition](index=34&type=section&id=Financial%20Condition) Despite general economic uncertainty and challenges in the agriculture sector, the company maintains a diversified loan portfolio and believes it has a high-quality asset base and solid core earnings, providing a strong foundation for future growth - The company's financial condition is affected by economic conditions, including a downturn in the agriculture sector in its geographic markets[115](index=115&type=chunk) - Management believes the company has a high-quality asset base and solid core earnings, with efforts focused on resolving problem loans and maintaining quality for future growth and profitability[115](index=115&type=chunk) [Asset Quality and Distribution](index=34&type=section&id=Asset%20Quality%20and%20Distribution) Total assets increased, driven by loan growth, while investment securities decreased; the allowance for loan losses increased, and there was a rise in past due and non-accrual loans, primarily linked to one loan relationship | Asset Metrics (in millions) | June 30, 2019 | December 31, 2018 | | :-------------------------- | :------------ | :---------------- | | Total Assets | $1,001.8 | $985.8 | | Net Loans | $510.2 | $489.4 | | Investment Securities | $385.8 | $393.1 | Loan Quality Metrics | Loan Quality Metrics | June 30, 2019 | December 31, 2018 | | :------------------- | :------------ | :---------------- | | Allowance for Loan Losses | $6.3 million | $5.8 million | | ALLL as % of Gross Loans | 1.21% | 1.16% | | Classified Loans | $27.5 million | $31.8 million | | Loans Past Due 30-89 Days | $3.3 million (0.64%) | $1.7 million (0.34%) | | Non-accrual Loans | $7.8 million (1.51%) | $5.2 million (1.06%) | | Impaired Loans | $11.0 million | $8.7 million | | Real Estate Owned | $91 thousand | $35 thousand | - The increase in non-accrual loans was primarily due to one loan relationship (**$2.3 million**) moving to non-accrual status during the first six months of 2019[119](index=119&type=chunk) [Liability Distribution](index=35&type=section&id=Liability%20Distribution) Total deposits increased, driven by non-interest-bearing, savings, and time deposit accounts, while money market and checking accounts decreased; total borrowings also increased, primarily due to higher FHLB borrowings to fund loan growth Deposit Categories | Deposit Categories (in millions) | June 30, 2019 | December 31, 2018 | | :------------------------------- | :------------ | :---------------- | | Total Deposits | $829.5 | $823.6 | | Non-interest-bearing Deposits | $180.8 (21.8%) | $168.3 (20.4%) | | Money Market and Checking | $366.2 (44.1%) | $393.5 (47.8%) | | Savings Accounts | $99.2 (12.0%) | $94.9 (11.5%) | | Certificates of Deposit | $183.3 (22.1%) | $167.0 (20.3%) | - Certificates of deposit maturing in one year or less totaled **$156.8 million** at June 30, 2019, with a significant portion expected to remain with the Bank[123](index=123&type=chunk) Borrowings | Borrowings (in millions) | June 30, 2019 | December 31, 2018 | | :----------------------- | :------------ | :---------------- | | Total Borrowings | $58.3 | $56.9 | | FHLB Borrowings | $22.4 | $20.0 | [Cash Flows](index=35&type=section&id=Cash%20Flows) Cash and cash equivalents decreased during the first six months of 2019, as operating and investing activities consumed cash, which was partially offset by cash provided by financing activities - Cash and cash equivalents decreased by **$4.8 million** during the first six months of 2019[125](index=125&type=chunk) - Operating activities used **$5.3 million** in cash, investing activities used **$5.1 million** (primarily for loans and investment securities), and financing activities provided **$5.6 million** (mainly from FHLB borrowings)[125](index=125&type=chunk) [Liquidity](index=35&type=section&id=Liquidity) The company maintains liquidity through cash, cash equivalents, and available-for-sale investment securities, supplemented by access to FHLB advances, Federal Reserve discount window, and correspondent bank lines of credit - Liquid assets (cash and cash equivalents, available-for-sale investment securities) totaled **$396.6 million** at June 30, 2019[126](index=126&type=chunk) - The company had access to an additional **$85.5 million** in FHLB borrowing capacity and **$10.3 million** from the Federal Reserve discount window at June 30, 2019[127](index=127&type=chunk) - Correspondent bank agreements provide approximately **$30.0 million** in available credit, with no outstanding borrowings at June 30, 2019[127](index=127&type=chunk) [Off Balance Sheet Arrangements](index=36&type=section&id=Off%20Balance%20Sheet%20Arrangements) The company has off-balance sheet arrangements primarily in the form of standby letters of credit and outstanding loan commitments, which are subject to credit policies and collateral requirements - Standby letters of credit, representing potential future payments guaranteed by the company, totaled **$1.2 million** at June 30, 2019, and are typically secured[128](index=128&type=chunk) - Outstanding loan commitments, excluding standby letters of credit, amounted to **$99.9 million** at June 30, 2019[129](index=129&type=chunk) [Capital](index=36&type=section&id=Capital) Both Landmark Bancorp, Inc. and Landmark National Bank met all Basel III regulatory capital requirements and were rated 'well capitalized' as of June 30, 2019 - The company and the Bank are subject to Basel III Rules, including minimum capital ratios and a capital conservation buffer (**2.5%** for 2019)[130](index=130&type=chunk)[131](index=131&type=chunk) - As of June 30, 2019, the Bank was rated 'well capitalized,' the highest rating under regulatory capital regulations[131](index=131&type=chunk) [Dividends](index=36&type=section&id=Dividends) The company paid a quarterly cash dividend of **$0.20 per share**, with dividend payments subject to regulatory capital requirements and limitations imposed by subordinated debentures - A quarterly cash dividend of **$0.20 per share** was paid during the quarter ended June 30, 2019[132](index=132&type=chunk) - Dividend payments are contingent on maintaining adequate capital under Basel III Rules, including the capital conservation buffer[133](index=133&type=chunk) - As of June 30, 2019, approximately **$10.7 million** was available for dividends from the Bank to the Company without prior regulatory approval[133](index=133&type=chunk) - The company's ability to pay dividends is also limited by subordinated debentures, requiring interest payments on debentures before dividends on common stock[134](index=134&type=chunk) [Average Assets/Liabilities](index=37&type=section&id=Average%20Assets%2FLiabilities) This section provides detailed tables on average interest-earning assets and interest-bearing liabilities, along with their respective yields and costs, illustrating the components of net interest margin and interest rate spread for the periods presented Average Assets/Liabilities (3 Months) | Average Assets/Liabilities (in thousands) | 3 Months Ended June 30, 2019 | 3 Months Ended June 30, 2018 | | :-------------------------------------- | :--------------------------- | :--------------------------- | | Average Interest-Earning Assets | $901,221 | $855,373 | | Average Yield on Interest-Earning Assets | 4.24% | 3.92% | | Average Interest-Bearing Liabilities | $702,664 | $689,129 | | Average Rate on Interest-Bearing Liabilities | 1.03% | 0.73% | | Interest Rate Spread | 3.21% | 3.19% | | Net Interest Margin | 3.43% | 3.33% | Average Assets/Liabilities (6 Months) | Average Assets/Liabilities (in thousands) | 6 Months Ended June 30, 2019 | 6 Months Ended June 30, 2018 | | :-------------------------------------- | :--------------------------- | :--------------------------- | | Average Interest-Earning Assets | $892,173 | $844,861 | | Average Yield on Interest-Earning Assets | 4.22% | 3.87% | | Average Interest-Bearing Liabilities | $699,775 | $679,475 | | Average Rate on Interest-Bearing Liabilities | 1.01% | 0.67% | | Interest Rate Spread | 3.21% | 3.20% | | Net Interest Margin | 3.42% | 3.33% | [Rate/Volume Table](index=39&type=section&id=Rate%2FVolume%20Table) This table analyzes the changes in tax-equivalent interest income and expense, attributing them to either changes in volume or changes in interest rates for major asset and liability components Change in Interest Income/Expense | Change in Interest Income/Expense (in thousands) | 3 Months Ended June 30, 2019 vs 2018 (Net Change) | 6 Months Ended June 30, 2019 vs 2018 (Net Change) | | :--------------------------------------------- | :------------------------------------------------ | :------------------------------------------------ | | Total Interest Income | $1,175 | $2,427 | | Total Interest Expense | $565 | $1,246 | | Net Interest Income | $610 | $1,181 | - For the three months ended June 30, 2019, the increase in net interest income was primarily driven by rate changes (**$884k**) rather than volume changes (**$610k**)[141](index=141&type=chunk) - For the six months ended June 30, 2019, the increase in net interest income was also primarily driven by rate changes (**$1,645k**) over volume changes (**$1,064k**)[141](index=141&type=chunk) [ITEM 3. Quantitative and Qualitative Disclosures about Market Risk](index=39&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) The company actively manages interest rate risk, a significant component of its market risk, using earnings simulation models to monitor the impact of interest rate changes on net interest income within established policy limits - The company's primary market risk is interest rate risk, managed by the Asset/Liability Management Committee using earnings simulation models[142](index=142&type=chunk)[143](index=143&type=chunk) Interest Rate Scenario Impact on Net Interest Income | Interest Rate Scenario (12-month horizon) | Dollar Change in Net Interest Income (in thousands) | Percent Change in Net Interest Income | | :-------------------------------------- | :------------------------------------------------ | :------------------------------------ | | 200 basis point rising | $(1,587) | (5.1)% | | 100 basis point rising | $(783) | (2.5)% | | 100 basis point falling | $518 | 1.6% | | 200 basis point falling | $535 | 1.7% | [ITEM 4. Controls and Procedures](index=41&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES) Management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were effective as of June 30, 2019, with no material changes to internal control over financial reporting during the quarter - The company's disclosure controls and procedures were deemed effective as of June 30, 2019[147](index=147&type=chunk) - No material changes to internal control over financial reporting occurred during the quarter ended June 30, 2019[148](index=148&type=chunk) [SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995](index=40&type=section&id=SAFE%20HARBOR%20STATEMENT%20UNDER%20THE%20PRIVATE%20SECURITIES%20LITIGATION%20REFORM%20ACT%20OF%201995) This statement outlines the inherent uncertainties and risk factors associated with the company's forward-looking statements regarding its financial condition, operations, and future performance - This section contains forward-looking statements regarding the company's financial condition, results of operations, plans, and future performance, which are subject to inherent uncertainties[145](index=145&type=chunk) - Factors that could materially affect operations and future prospects include the strength of the U.S. economy, changes in laws and regulations, interest rate fluctuations, competitive pressures, technological changes, and the ability to manage credit risk and maintain adequate loan loss allowances[146](index=146&type=chunk) PART II – OTHER INFORMATION [ITEM 1. Legal Proceedings](index=42&type=section&id=ITEM%201.%20Legal%20Proceedings) The company is not a party to any material pending legal proceedings beyond ordinary routine litigation incidental to its business - There are no material pending legal proceedings against the company or its subsidiaries[151](index=151&type=chunk) [ITEM 1A. Risk Factors](index=42&type=section&id=ITEM%201A.%20Risk%20Factors) There have been no material changes to the risk factors previously disclosed in the company's 2018 Annual Report on Form 10-K - No material changes to risk factors from the 2018 Annual Report on Form 10-K[152](index=152&type=chunk) [ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=42&type=section&id=ITEM%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities or use of proceeds during the period - No unregistered sales of equity securities and use of proceeds[153](index=153&type=chunk) [ITEM 3. Defaults Upon Senior Securities](index=42&type=section&id=ITEM%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities during the period - No defaults upon senior securities[154](index=154&type=chunk) [ITEM 4. Mine Safety Disclosures](index=42&type=section&id=ITEM%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Mine Safety Disclosures are not applicable[155](index=155&type=chunk) [ITEM 5. Other Information](index=42&type=section&id=ITEM%205.%20Other%20Information) The company reported no other information required under this item - No other information to report[156](index=156&type=chunk) [ITEM 6. Exhibits](index=42&type=section&id=ITEM%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including certifications from the CEO and CFO, and interactive data files - Exhibits include CEO and CFO certifications (31.1, 31.2, 32.1, 32.2) and Interactive Data Files (101) for financial statements and notes[158](index=158&type=chunk) [SIGNATURES](index=43&type=section&id=SIGNATURES) This section provides the official signatures of the company's President, Chief Executive Officer, Vice President, Secretary, Treasurer, and Chief Financial Officer, certifying the report - The report was signed on August 7, 2019, by Michael E. Scheopner (President and Chief Executive Officer) and Mark A. Herpich (Vice President, Secretary, Treasurer, and Chief Financial Officer)[159](index=159&type=chunk)

Landmark Bancorp Inc. (NASDAQ:LARK) Q2 2019 Earnings Conference Call July 24, 2019 11:00 AM ET Corporate Participants Michael Scheopner - President and Chief Executive Officer Mark Herpich - Chief Financial Officer Conference Call Participants Operator Good day, and welcome to the Landmark Bancorp Second Quarter Earnings Conference Call. All participants will be in listen-only mode. [Operator Instructions] Please note, this event is being recorded. I would now like to turn the conference over to Mr. Michael ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to ________ Commission File Number 0-33203 LANDMARK BANCORP, INC. (Exact name of registrant as specified in its charter) Delaware 43-1930755 (State or other ...

Financial Data and Key Metrics Changes - The company reported net earnings of $2.2 million or $0.50 per share for Q1 2019, a 4% increase from the previous year [4] - Return on average assets was 0.91% and return on average equity was 9.52% for the quarter [4] - Net interest income increased by $602,000 or 9.1% to $7.2 million compared to Q1 2018 [11] - Non-interest income decreased by $145,000 or 4.3% to $3.3 million for Q1 2019 [13] - Non-interest expenses increased by $288,000 to $7.7 million, primarily due to increased compensation and benefits [15] - Effective tax rate increased from 10.9% in Q1 2018 to 13.5% in Q1 2019 [16] Business Line Data and Key Metrics Changes - The loan portfolio increased by $1.3 million to $490.7 million as of March 31, 2019 [17] - Non-accrual loans totaled $6.7 million or 1.35% of gross loans, an increase from 1.06% at year-end 2018 [20] - The construction and land loan portfolio was $18.4 million or 3.7% of total loans [26] - Commercial real estate loans totaled $141 million, representing 28.4% of the total loan portfolio [27] - Agricultural loans were $94.9 million or 19.1% of the total loan portfolio [28] Market Data and Key Metrics Changes - The company has a strong presence across the State of Kansas and is focused on growing customer relationships [8][31] - The loan growth is spread across all geographic markets, supported by the addition of commercial bankers in key areas [24] Company Strategy and Development Direction - The management team is focused on conservative and disciplined management, underwriting loans prudently, and monitoring interest rate risks [7][30] - The company aims to maintain a diversified mix in the loan portfolio across types and geography [26] - The company is actively pursuing M&A opportunities but has not found the right fit yet [45] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the overall loan portfolio despite challenges in the agricultural sector [40] - The company anticipates continued solid earnings and loan growth throughout 2019 [32] - Management is preparing for the implementation of CECL and believes they are well-positioned [64][65] Other Important Information - The Board of Directors declared a cash dividend of $0.20 per share, marking the 71st consecutive quarterly cash dividend [5] - Total assets decreased by $4.8 million to $981 million as of March 31, 2019 [17] - Stockholders' equity increased to $96.8 million, resulting in a book value of $22.15 per share [18] Q&A Session Summary Question: Increase in non-performers and Ag loan details - Management noted that a specific Agri business relationship increased non-accruals but is well secured and expected to resolve [39] Question: Overall portfolio health - Management feels confident about the overall loan portfolio despite industry stress [40] Question: Loan growth expectations - Management aims to replicate last year's growth, targeting low double-digit growth [41][42] Question: Net interest margin outlook - Management expects to maintain or slightly increase net interest margins due to loan growth [43] Question: M&A environment - The company is actively pursuing M&A opportunities but has not found the right one yet [45] Question: SBA lending strategy - The SBA portfolio is around $10 million to $12 million, and the company will continue to pursue SBA loans within credit risk disciplines [53][54] Question: Loan loss provision adequacy - Management believes the current loan loss provision is adequate based on historical losses [56] Question: Tax rate expectations - Management expects a more appropriate tax rate of around 13% going forward [62] Question: Branch rationalization and digital strategy - The company is reviewing branch rationalization but currently has no plans for adjustments; they are focusing on enhancing digital banking services [70][71] Question: Mortgage origination efforts - The company generates around $200 million in one-to-four family originations annually and has a strong mortgage origination platform [74]

Part I [Business](index=4&type=section&id=ITEM%201.%20BUSINESS) Landmark Bancorp, Inc. is a Delaware-incorporated financial holding company with $985.8 million in consolidated total assets as of December 31, 2018, primarily owning Landmark National Bank which focuses on commercial, real estate, and agricultural lending across 29 branches in Kansas - Landmark Bancorp, Inc. is a financial holding company with **$985.8 million** in consolidated total assets as of December 31, 2018. Its main subsidiary is Landmark National Bank[12](index=12&type=chunk) - The Bank's strategy focuses on increasing originations of commercial, commercial real estate, and agricultural loans, diversifying its deposit mix, and expanding its geographical markets through acquisitions and branching[14](index=14&type=chunk) - The company operates **29 branch offices** in **23 communities** across central, eastern, southeast, and southwest Kansas, serving diverse economic bases including university towns, government centers, metropolitan suburbs, and agricultural regions[14](index=14&type=chunk)[20](index=20&type=chunk) - The company and its bank are extensively regulated by various federal agencies, including the Federal Reserve, OCC, and FDIC. Recent legislation like the Economic Growth, Regulatory Relief and Consumer Protection Act (Regulatory Relief Act) has modified some regulatory burdens for smaller institutions[41](index=41&type=chunk)[42](index=42&type=chunk) [Lending Activities](index=6&type=section&id=Lending%20Activities) The Bank offers a full range of financial products, strategically focusing on growing commercial, commercial real estate, and agriculture loans while adhering to regulatory underwriting standards - The Bank's primary lending focus is on originating commercial, commercial real estate, and agricultural loans to drive growth and diversify its portfolio[14](index=14&type=chunk)[40](index=40&type=chunk) - Key loan categories include: - **One-to-Four Family Residential:** Majority of new originations are sold in the secondary market - **Commercial Real Estate:** Generally amortized over 15-20 years, limited to **80% of appraised value** - **Commercial Lending:** Targets owner-operated businesses, utilizing cash flow and collateral analysis, includes SBA loans - **Agriculture Lending:** Includes real estate, operating, and equipment loans, with credit decisions based on repayment ability and collateral like federal guarantees and crop insurance[29](index=29&type=chunk)[31](index=31&type=chunk)[32](index=32&type=chunk)[34](index=34&type=chunk) [Supervision and Regulation](index=8&type=section&id=Supervision%20and%20Regulation) The Company and Bank are subject to comprehensive federal regulation by the Federal Reserve, OCC, and FDIC, requiring compliance with Basel III capital rules and benefiting from recent regulatory relief for community banks - The Company and its subsidiary bank are extensively regulated by the Federal Reserve, OCC, and FDIC, primarily for the protection of depositors[41](index=41&type=chunk)[61](index=61&type=chunk)[73](index=73&type=chunk) - Under the Basel III Rule, the company must meet stringent capital requirements. As of December 31, 2018, both the Company and the Bank were **well-capitalized**, exceeding all minimum regulatory capital ratios[51](index=51&type=chunk)[57](index=57&type=chunk) Well-Capitalized Requirements | Capital Ratio | Minimum Requirement to be Well-Capitalized | | :--- | :--- | | Common Equity Tier 1 to risk-weighted assets | 6.5% or more | | Tier 1 Capital to risk-weighted assets | 8.0% or more | | Total Capital to risk-weighted assets | 10.0% or more | | Tier 1 Capital to total adjusted average quarterly assets | 5.0% or greater | - The Economic Growth, Regulatory Relief and Consumer Protection Act of 2018 offers potential regulatory relief, including a proposed single "Community Bank Leverage Ratio" (CBLR) of **9%** as an alternative to the complex Basel III risk-based capital rules[42](index=42&type=chunk)[59](index=59&type=chunk) [Statistical Data](index=18&type=section&id=Statistical%20Data) This section provides detailed statistical data on the company's financial performance and position, including net interest income analysis, portfolio composition, non-performing assets, and key performance ratios Net Interest Income Change Analysis (2018 vs 2017) | (in thousands) | Increase/(Decrease) Attributable to Volume | Increase/(Decrease) Attributable to Rate | Net Change | | :--- | :--- | :--- | :--- | | **Total Interest Income** | $1,568 | $931 | $2,499 | | **Total Interest Expense** | $257 | $1,523 | $1,780 | | **Net Interest Income** | **$1,311** | **$(592)** | **$719** | Loan Portfolio Composition (as of Dec 31, 2018) | Loan Type | Balance (in thousands) | Percent of Total | | :--- | :--- | :--- | | One-to-four family residential | $136,895 | 27.6% | | Commercial real estate | $138,967 | 28.1% | | Agriculture loans | $96,632 | 19.5% | | Commercial loans | $74,289 | 15.0% | | Construction and land loans | $20,083 | 4.1% | | Consumer loans | $25,428 | 5.1% | | Municipal loans | $2,953 | 0.6% | | **Total Gross Loans** | **$495,247** | **100.0%** | Non-Performing Assets Trend | (in thousands) | 2018 | 2017 | 2016 | | :--- | :--- | :--- | :--- | | Non-accrual loans | $5,236 | $6,041 | $2,746 | | Real estate owned, net | $35 | $436 | $1,279 | | **Total Non-performing assets** | **$5,271** | **$6,477** | **$4,025** | Key Performance Ratios | Ratio | 2018 | 2017 | 2016 | | :--- | :--- | :--- | :--- | | Return on average assets | 1.09% | 0.47% | 1.00% | | Return on average equity | 12.09% | 4.98% | 10.34% | | Dividend payout ratio | 31.88% | 71.89% | 32.90% | [Risk Factors](index=27&type=section&id=ITEM%201A.%20RISK%20FACTORS) The company faces significant credit risk from its loan portfolio concentrated in commercial, real estate, and agriculture, alongside economic, competitive, interest rate, regulatory, and operational risks including cybersecurity threats - The company faces significant credit risk, with a loan portfolio concentrated in commercial, real estate, and agriculture loans. A prolonged weakness in the agricultural economy could materially harm business operations[136](index=136&type=chunk)[140](index=140&type=chunk) - Real estate lending constitutes a large portion of the loan portfolio (**59.8%** at year-end 2018), making the company vulnerable to fluctuations in real estate market values[144](index=144&type=chunk) - The business is highly dependent on the economic health of its operating markets in Kansas. Adverse local economic conditions could reduce growth and affect customers' ability to repay loans[149](index=149&type=chunk) - Operational risks include intense competition, the need for technological adaptation, and the threat of fraudulent activity and cybersecurity incidents, which could lead to financial losses and reputational damage[155](index=155&type=chunk)[169](index=169&type=chunk)[170](index=170&type=chunk) - A new accounting standard, Current Expected Credit Loss (CECL), effective after December 15, 2019, is expected to require an increase in the allowance for loan losses, potentially affecting financial condition and results[182](index=182&type=chunk) [Unresolved Staff Comments](index=38&type=section&id=ITEM%201B.%20UNRESOLVED%20STAFF%20COMMENTS) The company reports no unresolved staff comments - None[194](index=194&type=chunk) [Properties](index=38&type=section&id=ITEM%202.%20PROPERTIES) The company operates 29 offices in 23 Kansas communities, owning 27 locations and leasing two branch offices and a new loan production office space - The company owns **27 of its 29** office locations and leases the remaining two[194](index=194&type=chunk) [Legal Proceedings](index=38&type=section&id=ITEM%203.%20LEGAL%20PROCEEDINGS) The company is not a party to any material pending legal proceedings beyond ordinary routine litigation incidental to its business - There are no material pending legal proceedings against the Company or the Bank outside of ordinary business litigation[195](index=195&type=chunk) [Mine Safety Disclosures](index=38&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURES) This item is not applicable to the company - Not applicable[196](index=196&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=39&type=section&id=ITEM%205.%20MARKET%20FOR%20REGISTRANT%27S%20COMMON%20EQUITY%2C%20RELATED%20STOCKHOLDER%20MATTERS%20AND%20ISSUER%20PURCHASES%20OF%20EQUITY%20SECURITIES) The company's common stock trades on the Nasdaq Global Market under "LARK", with an active stock repurchase program that saw no shares repurchased in 2018 - The company's common stock trades on the Nasdaq Global Market under the ticker symbol "**LARK**"[199](index=199&type=chunk) - A stock repurchase program is active, with **108,006 shares** remaining for repurchase as of December 31, 2018. No shares were repurchased in 2018[200](index=200&type=chunk) [Selected Financial Data](index=40&type=section&id=ITEM%206.%20SELECTED%20FINANCIAL%20DATA) This section summarizes five years of key financial and operational data from 2014 to 2018, highlighting trends in assets, loans, deposits, earnings, and performance ratios Selected Financial Data (2016-2018) | (in thousands, except per share) | 2018 | 2017 | 2016 | | :--- | :--- | :--- | :--- | | **Total assets** | $985,784 | $929,454 | $911,382 | | **Loans, net** | $489,373 | $433,743 | $420,461 | | **Deposits** | $823,648 | $765,558 | $741,521 | | **Stockholders' equity** | $91,901 | $87,622 | $84,951 | | **Net interest income** | $27,788 | $26,115 | $26,039 | | **Net earnings** | $10,426 | $4,369 | $8,961 | | **Diluted EPS** | $2.39 | $1.01 | $2.10 | | **Return on average assets** | 1.09% | 0.47% | 1.00% | | **Return on average equity** | 12.09% | 4.98% | 10.34% | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=41&type=section&id=ITEM%207.%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) Management discusses financial performance, including a significant 2017 deposit-related loss and 2018 recovery, loan growth, net interest margin compression, and asset quality trends [Comparison of Operating Results for 2018 and 2017](index=43&type=section&id=Comparison%20of%20Operating%20Results%20for%202018%20and%202017) Net earnings surged 138.6% in 2018 to $10.4 million, recovering from a significant 2017 deposit-related loss, while net interest income grew and net interest margin slightly compressed - A significant event was a **$10.3 million** overdraft in 2017, resulting in an **$8.1 million** pre-tax loss for that year. The company recovered **$1.5 million** of this loss in 2018[217](index=217&type=chunk) Key Operating Results (2018 vs. 2017) | (in millions) | 2018 | 2017 | % Change | | :--- | :--- | :--- | :--- | | Net Earnings | $10.4 | $4.4 | 138.6% | | Net Interest Income | $27.8 | $26.1 | 6.4% | | Provision for Loan Losses | $1.4 | $0.45 | 211.1% | | Non-interest Income | $15.6 | $15.3 | 2.2% | | Non-interest Expense | $30.4 | $37.4 | (18.9)% | - The net interest margin decreased slightly from **3.40%** in 2017 to **3.37%** in 2018, primarily due to the reduction in the federal corporate income tax rate (which affects tax-equivalent yields) and a higher cost of deposits[219](index=219&type=chunk) [Comparison of Operating Results for 2017 and 2016](index=45&type=section&id=Comparison%20of%20Operating%20Results%20for%202017%20and%202016) Net earnings declined 51.2% in 2017 to $4.4 million due to an $8.1 million pre-tax deposit-related loss, despite a modest increase in net interest income - The primary driver for the **51.2% decrease** in net earnings in 2017 was the **$8.1 million** pre-tax deposit-related loss[232](index=232&type=chunk)[239](index=239&type=chunk) Key Operating Results (2017 vs. 2016) | (in millions) | 2017 | 2016 | % Change | | :--- | :--- | :--- | :--- | | Net Earnings | $4.4 | $9.0 | (51.2)% | | Net Interest Income | $26.1 | $26.0 | 0.3% | | Provision for Loan Losses | $0.45 | $0.50 | (10.0)% | | Non-interest Income | $15.2 | $14.9 | 2.6% | | Non-interest Expense | $37.5 | $29.1 | 28.5% | [Financial Condition](index=47&type=section&id=Financial%20Condition) Total assets grew to $985.8 million in 2018 driven by loan growth, with mixed asset quality signals, increased deposits, and strong liquidity and capital positions exceeding regulatory thresholds - Total assets increased to **$985.8 million** at year-end 2018, up from **$929.5 million** in 2017, primarily due to growth in the net loan portfolio, which rose to **$489.4 million**[245](index=245&type=chunk) - Asset quality showed mixed signals: classified loans increased from **$16.3 million** to **$31.8 million**, but non-accrual loans decreased from **$6.0 million** to **$5.2 million**[247](index=247&type=chunk)[248](index=248&type=chunk) - Total deposits grew by **$58.0 million** to **$823.6 million** in 2018, with a notable increase in time deposits, including **$61.9 million** in brokered certificates of deposits[255](index=255&type=chunk) - The Bank maintained a strong capital position, with a leverage ratio of **10.15%** and a total risk-based capital ratio of **17.32%** as of December 31, 2018, exceeding well-capitalized standards[265](index=265&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=51&type=section&id=ITEM%207A.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) The company's primary market risk is interest rate risk, which it manages through its Asset/Liability Management Committee using simulation models and interest rate "gap" analysis. Simulation results as of December 31, 2018, indicate that a 200 basis point rise in interest rates would decrease net interest income by 7.5% over a one-year horizon, while a 100 basis point fall would increase it by 2.7%. The gap analysis shows the company is liability-sensitive in the short-term (under 3 months) but becomes asset-sensitive in longer-term repricing periods Net Interest Income Sensitivity Analysis | Scenario | $ Change in Net Interest Income (in thousands) | % Change in Net Interest Income | | :--- | :--- | :--- | | 200 basis point rising | $(2,306) | (7.5)% | | 100 basis point rising | $(1,139) | (3.7)% | | 100 basis point falling | $815 | 2.7% | - The company's interest rate gap analysis as of December 31, 2018, shows a negative gap of (**$12.5 million**) for assets and liabilities repricing in 3 months or less, indicating short-term liability sensitivity. The cumulative gap becomes positive in longer repricing periods[279](index=279&type=chunk) [Financial Statements and Supplementary Data](index=54&type=section&id=ITEM%208.%20FINANCIAL%20STATEMENTS%20AND%20SUPPLEMENTARY%20DATA) This section contains the company's audited consolidated financial statements for the years ended December 31, 2018, 2017, and 2016, along with the report of the independent registered public accounting firm, Crowe LLP. The statements include the Consolidated Balance Sheets, Statements of Earnings, Statements of Comprehensive Income, Statements of Stockholders' Equity, and Statements of Cash Flows, accompanied by detailed notes explaining significant accounting policies and providing further detail on financial statement components [Consolidated Financial Statements](index=56&type=section&id=Consolidated%20Financial%20Statements) The consolidated financial statements present the company's financial position with $985.8 million in total assets and $10.4 million in net earnings for 2018, along with cash flow details Consolidated Balance Sheet Highlights (as of Dec 31) | (in thousands) | 2018 | 2017 | | :--- | :--- | | **Total Assets** | **$985,784** | **$929,454** | | Loans, net | $489,373 | $433,743 | | Investment securities available-for-sale | $388,345 | $387,983 | | **Total Liabilities** | **$893,883** | **$841,832** | | Total deposits | $823,648 | $765,558 | | **Total Stockholders' Equity** | **$91,901** | **$87,622** | Consolidated Statement of Earnings Highlights (Year ended Dec 31) | (in thousands) | 2018 | 2017 | 2016 | | :--- | :--- | :--- | :--- | | Net Interest Income | $27,788 | $26,115 | $26,039 | | Provision for Loan Losses | $1,400 | $450 | $500 | | Non-interest Income | $15,571 | $15,284 | $14,850 | | Non-interest Expense | $30,365 | $37,477 | $29,114 | | **Net Earnings** | **$10,426** | **$4,369** | **$8,961** | [Notes to Consolidated Financial Statements](index=62&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes detail accounting policies, portfolio breakdowns, allowance for loan losses, goodwill, deposit structures, income taxes, employee benefits, regulatory capital, and the 2017 deposit-related loss - The upcoming CECL accounting standard, effective January 1, 2020, is expected to increase the allowance for loan losses upon adoption, though the exact impact is still uncertain[347](index=347&type=chunk) - As of December 31, 2018, the company had **$8.7 million** in impaired loans, a decrease from **$9.8 million** in 2017. The allowance for loan losses allocated to these impaired loans was **$310,000**[365](index=365&type=chunk) - The company's goodwill of **$17.5 million** was tested for impairment as of December 31, 2018, and no impairment was found[376](index=376&type=chunk) - The company and the Bank are subject to Basel III capital rules and were categorized as **well-capitalized** under the regulatory framework as of December 31, 2018[434](index=434&type=chunk)[436](index=436&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=98&type=section&id=ITEM%209.%20CHANGES%20IN%20AND%20DISAGREEMENTS%20WITH%20ACCOUNTANTS%20ON%20ACCOUNTING%20AND%20FINANCIAL%20DISCLOSURE) The company reports no changes in or disagreements with its accountants on accounting and financial disclosure - None[450](index=450&type=chunk) [Controls and Procedures](index=98&type=section&id=ITEM%209A.%20CONTROLS%20AND%20PROCEDURES) Management, including the CEO and CFO, evaluated the company's disclosure controls and procedures and concluded they were effective as of December 31, 2018. Management also assessed the internal control over financial reporting using the COSO framework and concluded it was effective. The independent registered public accounting firm, Crowe LLP, also issued an unqualified opinion on the effectiveness of the company's internal control over financial reporting - Management concluded that the Company's disclosure controls and procedures were effective as of December 31, 2018[450](index=450&type=chunk) - Based on the COSO framework, management concluded that the Company's internal control over financial reporting was effective as of December 31, 2018[453](index=453&type=chunk) [Other Information](index=98&type=section&id=ITEM%209B.%20OTHER%20INFORMATION) The company reports no other information for this item - None[455](index=455&type=chunk) Part III [Directors, Executive Officers and Corporate Governance](index=99&type=section&id=ITEM%2010.%20DIRECTORS%2C%20EXECUTIVE%20OFFICERS%20AND%20CORPORATE%20GOVERNANCE) Information regarding directors, executive officers, and corporate governance is incorporated by reference from the company's Proxy Statement for the annual meeting of stockholders to be held on May 22, 2019. The report lists the current executive officers of the Company and the Bank - Information for this item is incorporated by reference from the 2019 Proxy Statement[457](index=457&type=chunk) [Executive Compensation](index=99&type=section&id=ITEM%2011.%20EXECUTIVE%20COMPENSATION) Information regarding executive compensation is incorporated by reference from the company's 2019 Proxy Statement - Information for this item is incorporated by reference from the 2019 Proxy Statement[459](index=459&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=100&type=section&id=ITEM%2012.%20SECURITY%20OWNERSHIP%20OF%20CERTAIN%20BENEFICIAL%20OWNERS%20AND%20MANAGEMENT%20AND%20RELATED%20STOCKHOLDER%20MATTERS) Information regarding security ownership is incorporated by reference from the 2019 Proxy Statement. A table provides details on the company's equity compensation plans as of December 31, 2018, showing securities to be issued upon exercise of outstanding options and securities available for future issuance Equity Compensation Plan Information (as of Dec 31, 2018) | Plan Category | Securities to be issued upon exercise (Shares) | Weighted-average exercise price | Securities remaining for future issuance (Shares) | | :--- | :--- | :--- | :--- | | Equity compensation plans approved by security holders | 68,706 | $17.97 | 240,480 | [Certain Relationships and Related Transactions, and Director Independence](index=100&type=section&id=ITEM%2013.%20CERTAIN%20RELATIONSHIPS%20AND%20RELATED%20TRANSACTIONS%2C%20AND%20DIRECTOR%20INDEPENDENCE) Information regarding certain relationships, related transactions, and director independence is incorporated by reference from the company's 2019 Proxy Statement - Information for this item is incorporated by reference from the 2019 Proxy Statement[463](index=463&type=chunk) [Principal Accountant Fees and Services](index=100&type=section&id=ITEM%2014.%20PRINCIPAL%20ACCOUNTANT%20FEES%20AND%20SERVICES) Information regarding principal accountant fees and services is incorporated by reference from the company's 2019 Proxy Statement - Information for this item is incorporated by reference from the 2019 Proxy Statement[464](index=464&type=chunk) Part IV [Exhibits and Financial Statement Schedules](index=101&type=section&id=ITEM%2015.%20EXHIBITS%20AND%20FINANCIAL%20STATEMENT%20SCHEDULES) This section lists the financial statements included in Item 8 and the exhibits filed with the Form 10-K. Key exhibits include merger agreements, corporate governance documents, employment agreements, stock incentive plans, and CEO/CFO certifications - This section lists all financial statements, schedules, and exhibits filed as part of the annual report[467](index=467&type=chunk) [Form 10-K Summary](index=103&type=section&id=ITEM%2016.%20FORM%2010-K%20SUMMARY) The company reports that there is no Form 10-K summary - None[475](index=475&type=chunk)

Landmark Bancorp Inc. (NASDAQ:LARK) Q4 2018 Earnings Conference Call January 30, 2019 11:00 AM ET Company Participants Michael Scheopner - President and CEO Mark Herpich - CFO Operator Good morning, ladies and gentlemen and welcome to the Landmark Bancorp Fourth Quarter Earnings Conference Call. All participants will be in listen-only mode. [Operator Instructions] Please note that this event is being recorded. At this time, I would like to turn the conference over to Michael Scheopner, President and Chief E ...