Quarterly Report (10-q)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒

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

For the quarterly period ended September 30, 2022

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 jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

701 Poyntz Avenue, Manhattan, Kansas 66502

(Address of principal executive offices) (Zip code)

(785) 565-2000

(Registrant’s telephone number, including area code)

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

Title of each class:		Trading Symbol(s)		Name of exchange on which registered:
Common Stock, par value $0.01 per share		LARK		Nasdaq Global Market

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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

Large accelerated filer ☐	Accelerated filer ☐	Non-accelerated filer ☒	Smaller reporting company ☒

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date: as of November 09, 2022, the issuer had outstanding 4,966,884 shares of its common stock, $0.01 par value per share.

LANDMARK BANCORP, INC.

Form 10-Q Quarterly Report

Table of Contents

		Page Number
	PART I

Item 1.	Financial Statements	2 - 25
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	35
Item 4.	Controls and Procedures	37

	PART II

Item 1.	Legal Proceedings	38
Item 1A.	Risk Factors	38
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	38
Item 3.	Defaults Upon Senior Securities	38
Item 4.	Mine Safety Disclosures	38
Item 5.	Other Information	38
Item 6.	Exhibits	39

	Signature Page	40

1

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

LANDMARK BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except per share amounts)	September 30,			December 31,
	2022			2021
	(Unaudited)
Assets
Cash and cash equivalents	$	49,234		$	189,213
Interest-bearing deposits at other banks		8,844			7,378
Investment securities available-for-sale, at fair value		484,106			380,717
Bank stocks, at cost		6,641			2,905
Loans, net of allowance for loans losses of $8,858 and $8,775		702,138			653,233
Loans held for sale, at fair value		2,741			4,795
Bank owned life insurance		32,672			32,106
Premises and equipment, net		20,628			20,803
Goodwill		17,532			17,532
Other intangible assets, net		36			84
Mortgage servicing rights		3,980			4,193
Real estate owned, net		1,288			2,551
Accrued interest and other assets		25,456			13,458
Total assets	$	1,355,296		$	1,328,968

Liabilities and Stockholders’ Equity
Liabilities:
Deposits:
Non-interest-bearing demand	$	347,942		$	350,005
Money market and checking		504,973			536,868
Savings		170,988			155,501
Certificates of deposit		93,234			106,107
Total deposits		1,117,137			1,148,481

Federal Home Loan Bank borrowings		74,900			-
Subordinated debentures		21,651			21,651
Other borrowings		16,349			7,403
Accrued interest and other liabilities		19,775			15,790
Total liabilities		1,249,812			1,193,325

Commitments and contingencies		-			-

Stockholders’ equity:
Preferred stock, $0.01 par value per share, 200,000 shares authorized; none issued		-			-
Common stock, $0.01 par value per share, 7,500,000 shares authorized; 5,015,122 and 4,997,459 shares issued at September 30, 2022 and December 31, 2021, respectively		50			50
Additional paid-in capital		79,329			79,120
Retained earnings		58,114			52,593
Treasury stock, at cost; 41,821 and 0 shares at September 30, 2022 and December 31, 2021, respectively		(1,040	)		-
Accumulated other comprehensive (loss) income		(30,969	)		3,880
Total stockholders’ equity		105,484			135,643
Total liabilities and stockholders’ equity	$	1,355,296		$	1,328,968

See accompanying notes to consolidated financial statements.

2

LANDMARK BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EARNINGS

(Unaudited)

	2022			2021		2022			2021
	Three months ended					Nine months ended
(Dollars in thousands, except per share amounts)	September 30,					September 30,
	2022			2021		2022			2021
Interest income:
Loans	$	8,025		$	8,461	$	22,372		$	25,705
Investment securities:
Taxable		1,783			782		4,379			2,356
Tax-exempt		780			748		2,232			2,285
Total interest income		10,588			9,991		28,983			30,346
Interest expense:
Deposits		771			258		1,324			800
Borrowings		366			120		665			362
Total interest expense		1,137			378		1,989			1,162
Net interest income		9,451			9,613		26,994			29,184
Provision for loan losses		500			-		-			500
Net interest income after provision for loan losses		8,951			9,613		26,994			28,684
Non-interest income:
Fees and service charges		2,511			2,268		7,079			6,454
Gains on sales of loans, net		1,049			2,660		3,027			8,664
Bank owned life insurance		189			193		566			494
(Losses) gains on sales of investment securities, net		(353	)		30		(353	)		1,138
Other		133			314		569			913
Total non-interest income		3,529			5,465		10,888			17,663

Non-interest expense:
Compensation and benefits		5,051			5,132		14,779			15,096
Occupancy and equipment		1,335			1,101		3,745			3,268
Data processing		383			498		1,085			1,491
Amortization of mortgage servicing rights and other intangibles		314			376		965			1,225
Professional fees		472			413		1,338			1,236
Acquisition costs		134			-		355			-
Other		1,769			1,923		5,051			5,390
Total non-interest expense		9,458			9,443		27,318			27,706
Earnings before income taxes		3,022			5,635		10,564			18,641
Income tax expense		522			1,118		1,898			3,777
Net earnings	$	2,500		$	4,517	$	8,666		$	14,864
Earnings per share:
Basic (1)	$	0.50		$	0.90	$	1.74		$	2.98
Diluted (1)	$	0.50		$	0.90	$	1.73		$	2.97
Dividends per share (1)	$	0.21		$	0.19	$	0.63		$	0.57

(1)	Per share amounts for the periods ended September 30, 2021 have been adjusted to give effect to the 5% stock dividend paid during December 2021.

See accompanying notes to consolidated financial statements.

3

LANDMARK BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)

	2022			2021			2022			2021
	Three months ended						Nine months ended
(Dollars in thousands)	September 30,						September 30,
	2022			2021			2022			2021

Net earnings	$	2,500		$	4,517		$	8,666		$	14,864

Net unrealized holding losses on available-for-sale securities		(17,324	)		(754	)		(46,510	)		(3,544	)
Reclassification adjustment for net losses (gains) included in earnings		353			(30	)		353			(1,138	)
Net unrealized losses		(16,971	)		(784	)		(46,157	)		(4,682	)
Income tax effect on net (losses) gains included in earnings		(86	)		8			(87	)		279
Income tax effect on net unrealized holding losses		4,244			184			11,395			868
Other comprehensive loss		(12,813	)		(592	)		(34,849	)		(3,535	)

Total comprehensive (loss) income	$	(10,313	)	$	3,925		$	(26,183	)	$	11,329

See accompanying notes to consolidated financial statements.

4

LANDMARK BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)

(Dollars in thousands, except per share amounts)	Common stock		Additional paid-in capital		Retained earnings			Treasury stock			Accumulated other comprehensive income (loss)			Total

Balance at July 1, 2021	$	48	$	72,413	$	53,391		$	-		$	6,504		$	132,356
Net earnings		-		-		4,517			-			-			4,517
Other comprehensive loss		-		-		-			-			(592	)		(592	)
Dividends paid ($0.19 per share)		-		-		(951	)		-			-			(951	)
Issuance of Restricted common stock, 2,880 shares		-		-		-			-			-			-
Stock-based compensation		-		76		-			-			-			76
Exercise of stock options, 152 shares		-		-		-			-			-			-
Balance at September 30, 2021	$	48	$	72,489	$	56,957		$	-		$	5,912		$	135,406

Balance at July 1, 2022	$	50	$	79,284	$	56,662		$	(538	)	$	(18,156	)	$	117,302
Net earnings		-		-		2,500						-			2,500
Other comprehensive loss		-		-		-						(12,813	)		(12,813	)
Dividends paid ($0.21 per share)		-		-		(1,048	)					-			(1,048	)
Issuance of Restricted common stock, 17,551 shares		-		-		-			-			-			-
Stock-based compensation		-		45		-			-			-			45
Exercise of stock options, 112 shares		-		-		-			-			-			-
Purchase of 19,691 treasury shares		-		-		-			(502	)		-			(502	)
Balance at September 30, 2022	$	50	$	79,329	$	58,114		$	(1,040	)	$	(30,969	)	$	105,484

See accompanying notes to consolidated financial statements.

(Dollars in thousands, except per share amounts)	Common stock		Additional paid-in capital		Retained earnings			Treasury stock			Accumulated other comprehensive income (loss)			Total

Balance at January 1, 2021	$	48	$	72,230	$	44,947		$	-		$	9,447		$	126,672
Net earnings		-		-		14,864			-			-			14,864
Other comprehensive loss		-		-		-			-			(3,535	)		(3,535	)
Dividends paid ($0.57 per share)		-		-		(2,854	)		-			-			(2,854	)
Issuance of Restricted common stock, 2,880 shares		-		-		-			-			-			-
Stock-based compensation		-		237		-			-			-			237
Exercise of stock options, 5,918 shares		-		22		-			-			-			22
Balance at September 30, 2021	$	48	$	72,489	$	56,957		$	-		$	5,912		$	135,406

Balance at January 1, 2022	$	50	$	79,120	$	52,593		$	-		$	3,880		$	135,643
Net earnings		-		-		8,666			-			-			8,666
Other comprehensive loss		-		-		-			-			(34,849	)		(34,849	)
Dividends paid ($0.63 per share)		-		-		(3,145	)		-			-			(3,145	)
Issuance of Restricted common stock,17,551 shares		-		-		-			-			-			-
Stock-based compensation		-		209		-			-			-			209
Exercise of stock options, 112 shares		-		-		-			-			-			-
Purchase of 40,806 treasury shares		-		-		-			(1,040	)		-			(1,040	)
Balance at September 30, 2022	$	50	$	79,329	$	58,114		$	(1,040	)	$	(30,969	)	$	105,484

See accompanying notes to consolidated financial statements.

5

LANDMARK BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	2022			2021
	Nine months ended
(Dollars in thousands)	September 30,
	2022			2021
Cash flows from operating activities:
Net earnings	$	8,666		$	14,864
Adjustments to reconcile net earnings to net cash provided by operating activities:
Provision for loan losses		-			500
Valuation allowance on real estate owned		-			48
Amortization of investment security premiums, net		1,272			1,481
Amortization of purchase accounting adjustment on loans		(22	)		(43	)
Amortization of mortgage servicing rights and other intangibles		965			1,225
Depreciation		836			742
Increase in cash surrender value of bank owned life insurance		(566	)		(494	)
Stock-based compensation		209			237
Deferred income taxes		139			105
Net losses (gains) on sales of investment securities		353			(1,138	)
Net gains on sales of premises and equipment and foreclosed assets		(114	)		(24	)
Net gains on sales of loans		(3,027	)		(8,664	)
Proceeds from sales of loans		124,886			277,635
Origination of loans held for sale		(120,509	)		(263,965	)
Changes in assets and liabilities:
Accrued interest and other assets		(828	)		906
Accrued expenses, taxes, and other liabilities		2,243			2,560
Net cash provided by operating activities		14,503			25,975
Cash flows from investing activities:
Net (increase) decrease in loans		(48,883	)		44,224
Net change in interest-bearing deposits at banks		(1,482	)		(2,185	)
Maturities and prepayments of investment securities		40,885			36,949
Purchases of investment securities		(201,511	)		(132,132	)
Proceeds from sales of investment securities		11,210			16,623
Redemption of bank stocks		185			2,277
Purchase of bank stocks		(3,921	)		(789	)
Purchase bank owned life insurance		-			(6,000	)
Proceeds from sales of premises and equipment and foreclosed assets		1,379			488
Purchases of premises and equipment, net		(661	)		(610	)
Net cash used in investing activities		(202,799	)		(41,155	)
Cash flows from financing activities:
Net (decrease) increase in deposits		(31,344	)		50,660
Federal Home Loan Bank advance borrowings		178,139			-
Federal Home Loan Bank advance repayments		(103,239	)		-
Proceeds from other borrowings		10,000			-
Repayments on other borrowings		(1,054	)		(152	)
Proceeds from exercise of stock options		-			22
Payment of dividends		(3,145	)		(2,854	)
Purchase of treasury stock		(1,040	)		-
Net cash provided by financing activities		48,317			47,676
Net (decrease) increase in cash and cash equivalents		(139,979	)		32,496
Cash and cash equivalents at beginning of period		189,213			84,818
Cash and cash equivalents at end of period	$	49,234		$	117,314

(Continued)

6

LANDMARK BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED

(Unaudited)

	Nine months ended
(Dollars in thousands)	September 30,
	2022		2021
Supplemental disclosure of cash flow information:
Cash payments for income taxes	$	320	$	4,390
Cash paid for interest		1,866		1,195
Cash paid for operating leases		128		108

Supplemental schedule of noncash investing and financing activities:
Transfer of loans to real estate owned		-		1,193
Investment securities purchases not yet settled		1,740		5,528
Operating lease asset and related lease liability recorded		-		219

See accompanying notes to consolidated financial statements.

7

LANDMARK BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Interim Financial Statements

The unaudited consolidated financial statements of Landmark Bancorp, Inc. (the “Company”) and its wholly owned subsidiaries, Landmark National Bank (the “Bank”) and Landmark Risk Management Inc., have been prepared in accordance with the instructions to Form 10-Q. Accordingly, they do not include all the information and footnotes required by U.S. generally accepted accounting principles (“GAAP”) for complete financial statements and should be read in conjunction with the Company’s most recent Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 22, 2022, containing the latest audited consolidated financial statements and notes thereto. The consolidated financial statements in this report have not been audited by an independent registered public accounting firm, but in the opinion of management, all adjustments, consisting of normal recurring accruals, considered necessary for a fair presentation of financial statements have been reflected herein. The results of the nine-month interim period ended September 30, 2022 are not necessarily indicative of the results expected for the year ending December 31, 2022 or any other future time period. The Company has evaluated subsequent events for recognition and disclosure up to the date the financial statements were issued.

2. Acquisition

On October 1, 2022, the Company completed its acquisition of Freedom Bancshares, Inc., the holding company of Freedom Bank. Freedom Bank was founded in 2006 and operates out of a single location in Overland Park, Kansas. As of September 30, 2022, Freedom Bank reported total assets of $201.9 million, gross loans of $118.0 million, and total deposits of $150.4 million. The acquisition will be accounted for as a business combination under ASC 805.

3. Investments

A summary of investment securities available-for-sale is as follows:

	As of September 30, 2022
			Gross		Gross
	Amortized		unrealized		unrealized			Estimated
(Dollars in thousands)	cost		gains		losses			fair value

U. S. treasury securities	$	136,007	$	-	$	(8,562	)	$	127,445
U. S. federal agency obligations		5,013		-		(34	)		4,979
Municipal obligations, tax exempt		136,969		1		(8,578	)		128,392
Municipal obligations, taxable		68,007		3		(6,051	)		61,959
Agency mortgage-backed securities		179,129		-		(17,798	)		161,331
Total available-for-sale	$	525,125	$	4	$	(41,023	)	$	484,106

	As of December 31, 2021
			Gross		Gross
	Amortized		unrealized		unrealized			Estimated
(Dollars in thousands)	cost		gains		losses			fair value

U. S. treasury securities	$	43,098	$	-	$	(423	)	$	42,675
U. S. federal agency obligations		17,165		67		(37	)		17,195
Municipal obligations, tax exempt		133,558		4,488		(62	)		137,984
Municipal obligations, taxable		39,011		1,171		(136	)		40,046
Agency mortgage-backed securities		142,747		1,339		(1,269	)		142,817
Total available-for-sale	$	375,579	$	7,065	$	(1,927	)	$	380,717

8

The tables above show that some of the securities in the available-for-sale investment portfolio had unrealized losses, or were temporarily impaired, as of September 30, 2022 and December 31, 2021. This temporary impairment represents the estimated amount of loss that would be realized if the securities were sold on the valuation date. Securities which were temporarily impaired are shown below, along with the length of time in a continuous unrealized loss position.

			As of September 30, 2022
(Dollars in thousands)			Less than 12 months					12 months or longer					Total
	No. of		Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
	securities		value		losses			value		losses			value		losses
U.S. treasury securities		69	$	102,410	$	(6,212	)	$	25,035	$	(2,350	)	$	127,445	$	(8,562	)
U.S. federal agency obligations		2		1,987		(16	)		2,992		(18	)		4,979		(34	)
Municipal obligations, tax exempt		313		114,043		(7,697	)		10,652		(881	)		124,695		(8,578	)
Municipal obligations, taxable		106		54,065		(5,436	)		4,615		(615	)		58,680		(6,051	)
Agency mortgage-backed securities		99		98,434		(8,648	)		62,898		(9,150	)		161,332		(17,798	)
Total		589	$	370,939	$	(28,009	)	$	106,192	$	(13,014	)	$	477,131	$	(41,023	)

			As of December 31, 2021
(Dollars in thousands)			Less than 12 months					12 months or longer					Total
	No. of		Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
	securities		value		losses			value		losses			value		losses
U.S. treasury securities		28	$	42,675	$	(423	)	$	-	$	-		$	42,675	$	(423	)
U.S. federal agency obligations		6		12,073		(30	)		3,048		(7	)		15,121		(37	)
Municipal obligations, tax exempt		37		12,411		(46	)		1,879		(16	)		14,290		(62	)
Municipal obligations, taxable		13		8,802		(136	)		-		-			8,802		(136	)
Agency mortgage-backed securities		28		95,028		(1,269	)		-		-			95,028		(1,269	)
Total		112		170,989		(1,904	)		4,927		(23	)		175,916		(1,927	)

The Company’s U.S. treasury portfolio consists of securities issued by the United States Department of the Treasury. The receipt of principal and interest on U.S. treasury securities is guaranteed by the full faith and credit of the U.S. government. Based on these factors, along with the Company’s intent to not sell the securities and its belief that it was more likely than not that the Company will not be required to sell the securities before recovery of its cost basis, the Company believed that the U.S. treasury securities identified in the table above were temporarily impaired as of September 30, 2022 and December 31, 2021.

The Company’s U.S. federal agency portfolio consists of securities issued by the government-sponsored agencies of Federal Home Loan Mortgage Corporation (“FHLMC”), Federal National Mortgage Association (“FNMA”) and Federal Home Loan Bank (“FHLB”). The receipt of principal and interest on U.S. federal agency obligations is guaranteed by the respective government-sponsored agency guarantor, such that the Company believes that its U.S. federal agency obligations do not expose the Company to credit-related losses. Based on these factors, along with the Company’s intent to not sell the securities and its belief that it was more likely than not that the Company will not be required to sell the securities before recovery of their cost basis, the Company believed that the U.S. federal agency obligations identified in the tables above were temporarily impaired as of September 30, 2022 and December 31, 2021.

The Company’s portfolio of municipal obligations consists of both tax-exempt and taxable general obligations securities issued by various municipalities. As of September 30, 2022, the Company did not intend to sell and it was more likely than not that the Company will not be required to sell its municipal obligations in an unrealized loss position until the recovery of its cost. Due to the issuers’ continued satisfaction of the securities’ obligations in accordance with their contractual terms and the expectation that they will continue to do so, the evaluation of the fundamentals of the issuers’ financial condition and other objective evidence, the Company believed that the municipal obligations identified in the tables above were temporarily impaired as of September 30, 2022 and December 31, 2021.

The Company’s agency mortgage-backed securities portfolio consists of securities underwritten to the standards of and guaranteed by the government-sponsored agencies of FHLMC, FNMA and the Government National Mortgage Association. The receipt of principal, at par, and interest on agency mortgage-backed securities is guaranteed by the respective government-sponsored agency guarantor, such that the Company believed that its agency mortgage-backed securities did not expose the Company to credit-related losses. Based on these factors, along with the Company’s intent to not sell the securities and the Company’s belief that it was more likely than not that the Company will not be required to sell the securities before recovery of their cost basis, the Company believed that the agency mortgage-backed securities identified in the table above were temporarily impaired as of September 30, 2022 and December 31, 2021.

9

The table below sets forth amortized cost and fair value of investment securities at September 30, 2022. The table includes scheduled principal payments and estimated prepayments, based on observable market inputs, for agency mortgage-backed securities. Actual maturities will differ from contractual maturities because borrowers have the right to prepay obligations with or without prepayment penalties.

(Dollars in thousands)	Amortized		Estimated
	cost		fair value
Due in less than one year	$	21,372	$	21,137
Due after one year but within five years		314,893		291,955
Due after five years but within ten years		137,350		124,921
Due after ten years		51,510		46,093
Total	$	525,125	$	484,106

Sales proceeds and gross realized gains and losses on sales of available-for-sale securities were as follows for the periods indicated:

Schedule of Realized Gain (loss)

	2022			2021		2022			2021
(Dollars in thousands)	Three months ended September 30,					Nine months ended September 30,
	2022			2021		2022			2021

Sales proceeds	$	11,210		$	1,400	$	11,210		$	16,623

Realized gains	$	-		$	30	$	-		$	1,138
Realized losses		(353	)		-		(353	)		-
Net realized (losses) gains	$	(353	)	$	30	$	(353	)	$	1,138

Securities with carrying values of $329.6 million and $331.7 million were pledged to secure public funds on deposit, repurchase agreements and as collateral for borrowings at September 30, 2022 and December 31, 2021, respectively. Except for U.S. federal agency obligations, no investment in a single issuer exceeded 10% of consolidated stockholders’ equity.

4. Loans and Allowance for Loan Losses

Loans consisted of the following as of the dates indicated below:

Schedule of Loans

	September 30,			December 31,
(Dollars in thousands)	2022			2021

One-to-four family residential real estate loans	$	205,466		$	166,081
Construction and land loans		18,119			27,644
Commercial real estate loans		228,669			198,472
Commercial loans		144,582			132,154
Paycheck protection program loans		410			17,179
Agriculture loans		86,114			94,267
Municipal loans		2,036			2,050
Consumer loans		25,911			24,541
Total gross loans		711,307			662,388
Net deferred loan costs (fees) and loans in process		(311	)		(380	)
Allowance for loan losses		(8,858	)		(8,775	)
Loans, net	$	702,138		$	653,233

10

The following tables provide information on the Company’s allowance for loan losses by loan class and allowance methodology:

(Dollars in thousands)	One-to-four family residential real estate loans			Construction and land loans			Commercial real estate loans		Commercial loans		Paycheck protection program loans		Agriculture loans			Municipal loans			Consumer loans			Total
	Three and nine months ended September 30, 2022
(Dollars in thousands)	One-to-four family residential real estate loans			Construction and land loans			Commercial real estate loans		Commercial loans		Paycheck protection program loans		Agriculture loans			Municipal loans			Consumer loans			Total

Allowance for loan losses:
Balance at July 1, 2022	$	580		$	133		$	2,982	$	2,651	$	-	$	1,820		$	6		$	143		$	8,315
Charge-offs		-			-			-		-		-		-			-			(106	)		(106	)
Recoveries		-			65			-		5		-		56			-			23			149
Provision for loan losses		25			(92	)		216		146		-		130			(1	)		76			500
Balance at September 30, 2022	$	605		$	106		$	3,198	$	2,802	$	-	$	2,006		$	5		$	136		$	8,858

Balance at January 1, 2022	$	623		$	138		$	3,051	$	2,613	$	-	$	2,221		$	6		$	123		$	8,775
Charge-offs		-			-			-		-		-		-			-			(235	)		(235	)
Recoveries		-			165			-		28		-		59			6			60			318
Provision for loan losses		(18	)		(197	)		147		161		-		(274	)		(7	)		188			-
Balance at September 30, 2022	$	605		$	106		$	3,198	$	2,802	$	-	$	2,006		$	5		$	136		$	8,858

	Three and nine months ended September 30, 2021
(Dollars in thousands)	One-to-four family residential real estate loans			Construction and land loans			Commercial real estate loans			Commercial loans			Paycheck protection program loans		Agriculture loans			Municipal loans			Consumer loans			Total

Allowance for loan losses:
Balance at June 30, 2021	$	725		$	131		$	3,412		$	2,588		$	-	$	2,156		$	5		$	146		$	9,163
Charge-offs		-			-			(540	)		-			-		-			-			(75	)		(615	)
Recoveries		8			120			-			11			-		50			-			29			218
Provision for loan losses		(89	)		(117	)		25			18			-		117			-			46			-
Balance at September 30, 2021	$	644		$	134		$	2,897		$	2,617		$	-	$	2,323		$	5		$	146		$	8,766

Allowance for loan losses:
Balance at January 1, 2021	$	859		$	181		$	2,482		$	2,388		$	-	$	2,690		$	6		$	169		$	8,775
Charge-offs		(81	)		-			(540	)		(72	)		-		(50	)		-			(164	)		(907	)
Recoveries		10			221			-			13			-		50			6			98			398
Provision for loan losses		(144	)		(268	)		955			288			-		(367	)		(7	)		43			500
Balance at September 30, 2021	$	644		$	134		$	2,897		$	2,617		$	-	$	2,323		$	5		$	146		$	8,766

11

	As of September 30, 2022
(Dollars in thousands)	One-to-four family residential real estate loans		Construction and land loans		Commercial real estate loans		Commercial loans		Paycheck protection program loans		Agriculture loans		Municipal loans		Consumer loans		Total

Allowance for loan losses:
Individually evaluated for loss	$	-	$	-	$	-	$	663	$	-	$	30	$	-	$	-	$	693
Collectively evaluated for loss		605		106		3,198		2,139		-		1,976		5		136		8,165
Total	$	605	$	106	$	3,198	$	2,802	$	-	$	2,006	$	5	$	136	$	8,858

Loan balances:
Individually evaluated for loss	$	352	$	195	$	2,124	$	1,105	$	-	$	1,877	$	36	$	19	$	5,708
Collectively evaluated for loss		205,114		17,924		226,545		143,477		410		84,237		2,000		25,892		705,599
Total	$	205,466	$	18,119	$	228,669	$	144,582	$	410	$	86,114	$	2,036	$	25,911	$	711,307

	As of December 31, 2021
(Dollars in thousands)	One-to-four family residential real estate loan		Construction and land loans		Commercial real estate loans		Commercial loans		Paycheck protection program loans		Agriculture loans		Municipal loans		Consumer loans		Total

Allowance for loan losses:
Individually evaluated for loss	$	-	$	-	$	-	$	504	$	-	$	-	$	-	$	-	$	504
Collectively evaluated for loss		623		138		3,051		2,109		-		2,221		6		123		8,271
Total	$	623	$	138	$	3,051	$	2,613	$	-	$	2,221	$	6	$	123	$	8,775

Loan balances:
Individually evaluated for loss	$	578	$	794	$	2,214	$	1,029	$	-	$	2,067	$	36	$	-	$	6,718
Collectively evaluated for loss		165,503		26,850		196,258		131,125		17,179		92,200		2,014		24,541		655,670
Total	$	166,081	$	27,644	$	198,472	$	132,154	$	17,179	$	94,267	$	2,050	$	24,541	$	662,388

The Company recorded net loan recoveries of $43,000 during the third quarter of 2022 compared to net loan charge-offs of $397,000 during the third quarter of 2021. The Company recorded net loan recoveries of $83,000 during the nine months ended September 30, 2022 compared to net loan charge-offs of $509,000 during the nine months ended September 30, 2021.

The Company’s impaired loans decreased $1.0 million from $6.7 million at December 31, 2021 to $5.7 million at September 30, 2022. The difference between the unpaid contractual principal and the impaired loan balance is a result of charge-offs recorded against impaired loans. The difference in the Company’s non-accrual loan balances and impaired loan balances at September 30, 2022 and December 31, 2021, was related to troubled debt restructurings (“TDR”) that are current and accruing interest, but still classified as impaired. Interest income recognized on a cash basis was immaterial during the three and nine months ended September 30, 2022 and 2021.

12

The following tables present information on impaired loans:

	Unpaid contractual principal		Impaired loan balance		Impaired loans without an allowance		Impaired loans with an allowance		Related allowance recorded		Year-to-date average loan balance		Year-to-date interest income recognized
(Dollars in thousands)	As of September 30, 2022
	Unpaid contractual principal		Impaired loan balance		Impaired loans without an allowance		Impaired loans with an allowance		Related allowance recorded		Year-to-date average loan balance		Year-to-date interest income recognized

One-to-four family residential real estate	$	352	$	352	$	352	$	-	$	-	$	390	$	6
Construction and land		195		195		195		-		-		195		6
Commercial real estate		2,124		2,124		2,124		-		-		2,173		40
Commercial		1,356		1,105		324		781		663		1,186		12
Agriculture		1,960		1,877		1,847		30		30		1,932		48
Municipal		36		36		36		-		-		36		1
Consumer		19		19		19		-		-		19		-
Total impaired loans	$	6,042	$	5,708	$	4,897	$	811	$	693	$	5,931	$	113

(Dollars in thousands)	As of December 31, 2021
	Unpaid contractual principal		Impaired loan balance		Impaired loans without an allowance		Impaired loans with an allowance		Related allowance recorded		Year-to-date average loan balance		Year-to-date interest income recognized

One-to-four family residential real estate	$	578	$	578	$	578	$	-	$	-	$	590	$	8
Construction and land		2,401		794		794		-		-		895		16
Commercial real estate		2,214		2,214		2,214		-		-		2,388		37
Commercial		1,380		1,029		520		509		504		1,096		38
Agriculture		2,235		2,067		2,067		-		-		2,420		67
Municipal		36		36		36		-		-		36		1
Total impaired loans	$	8,844	$	6,718	$	6,209	$	509	$	504	$	7,425	$	167

The Company’s key credit quality indicator is a loan’s performance status, defined as accruing or non-accruing. Performing loans are considered to have a lower risk of loss. Non-accrual loans are those which the Company believes have a higher risk of loss. The accrual of interest on non-performing loans is discontinued at the time the loan is 90 days delinquent, unless the credit is well secured and in process of collection. Loans are placed on non-accrual or are charged off at an earlier date if collection of principal or interest is considered doubtful. There were no loans 90 days or more delinquent and accruing interest at September 30, 2022 or December 31, 2021.

13

The following tables present information on the Company’s past due and non-accrual loans by loan class:

(Dollars in thousands)	As of September 30, 2022
	30-59 days delinquent and accruing			60-89 days delinquent and accruing			90 days or more delinquent and accruing			Total past due loans accruing			Non-accrual loans			Total past due and non-accrual loans			Total loans not past due

One-to-four family residential real estate loans	$	15		$	114		$	-		$	129		$	195		$	324		$	205,142
Construction and land loans		-			-			-			-			195			195			17,924
Commercial real estate loans		65			-			-			65			2,124			2,189			226,480
Commercial loans		4			-			-			4			860			864			143,718
Paycheck protection program loans		-			389			-			389			-			389			21
Agriculture loans		20			-			-			20			1,430			1,450			84,664
Municipal loans		-			-			-			-			-			-			2,036
Consumer loans		1			49			-			50			19			69			25,842
Total	$	105		$	552		$	-		$	657		$	4,823		$	5,480		$	705,827

Percent of gross loans		0.01	%		0.08	%		0.00	%		0.09	%		0.68	%		0.77	%		99.23	%

(Dollars in thousands)	As of December 31, 2021
	30-59 days delinquent and accruing			60-89 days delinquent and accruing			90 days or more delinquent and accruing			Total past due loans accruing			Non-accrual loans			Total past due and non-accrual loans			Total loans not past due

One-to-four family residential real estate loans	$	20		$	125		$	-		$	145		$	417		$	562		$	165,519
Construction and land loans		-			-			-			-			681			681			26,963
Commercial real estate loans		-			-			-			-			2,214			2,214			196,258
Commercial loans		289			340			-			629			593			1,222			130,932
Paycheck protection program loans		-			-			-			-			-			-			17,179
Agriculture loans		1,189			-			-			1,189			1,325			2,514			91,753
Municipal loans		-			-			-			-			-			-			2,050
Consumer loans		18			9			-			27			-			27			24,514
Total	$	1,516		$	474		$	-		$	1,990		$	5,230		$	7,220		$	655,168

Percent of gross loans		0.23	%		0.07	%		0.00	%		0.30	%		0.79	%		1.09	%		98.91	%

Under the original terms of the Company’s non-accrual loans, interest earned on such loans for the nine months ended September 30, 2022 and 2021 would have increased interest income by $155,000 and $635,000, respectively. No interest income related to non-accrual loans was included in interest income for the nine months ended September 30, 2022 and 2021.

The Company also categorizes loans into risk categories based on relevant information about the ability of the borrowers to service their debt, such as current financial information, historical payment experience, credit documentation, public information and current economic trends, among other factors. The Company analyzes loans individually by classifying the loans as to credit risk. This analysis is performed on a quarterly basis. Nonclassified loans generally include those loans that are expected to be repaid in accordance with contractual loan terms. Classified loans are those that are assigned a special mention, substandard or doubtful risk rating using the following definitions:

Special Mention: Loans are currently protected by the current net worth and paying capacity of the obligor or of the collateral pledged but such protection is potentially weak. These loans constitute an undue and unwarranted credit risk, but not to the point of justifying a classification of substandard. The credit risk may be relatively minor, yet constitutes an unwarranted risk in light of the circumstances surrounding a specific asset.

Substandard: Loans are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged. Loans have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. Loans are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected.

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Doubtful: Loans classified doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions and values, highly questionable and improbable.

The following table provides information on the Company’s risk categories by loan class:

(Dollars in thousands)	Nonclassified		Classified		Nonclassified		Classified
	As of September 30, 2022				As of December 31, 2021
(Dollars in thousands)	Nonclassified		Classified		Nonclassified		Classified

One-to-four family residential real estate loans	$	205,122	$	344	$	165,299	$	782
Construction and land loans		17,924		195		26,963		681
Commercial real estate loans		223,334		5,335		193,669		4,803
Commercial loans		135,739		8,843		123,609		8,545
Paycheck protection program loans		410		-		17,179		-
Agriculture loans		84,684		1,430		91,036		3,231
Municipal loan		2,036		-		2,050		-
Consumer loans		25,892		19		24,541		-
Total	$	695,141	$	16,166	$	644,346	$	18,042

At September 30, 2022, the Company had seven loan relationships consisting of 11 outstanding loans that were previously classified as TDRs. No loans were classified as TDRs during the three or nine months ending September 30, 2022. During the second quarter of 2022, a $7,000 commercial loan paid off after being classified as a TDR in 2018. During the first quarter of 2022, two construction and land loans totaling $599,000 were paid off. These loans were originally classified as TDRs in 2012. A commercial loan totaling $32,000 was paid off in the first quarter of 2022 after being classified as a TDR in the first quarter of 2021. An agriculture loan totaling $250,000 was also paid off in the first quarter of 2022 after being classified as a TDR in the third quarter of 2021. During the three and nine months ended September 30, 2021, an agriculture loan paid off that was previously classified as a TDR in 2016. During the nine months ended September 30, 2021, a commercial loan relationship consisting of five loans was modified after originally being classified as a TDR in 2020. The borrower liquidated some of the collateral securing the loans and refinanced the remaining balance of $479,000 into one loan which retained a TDR classification.

The Company evaluates each TDR individually and returns the loan to accrual status when a payment history is established after the restructuring and future payments are reasonably assured. There were no loans modified as TDRs for which there was a payment default within 12 months of modification as of September 30, 2022 and 2021. The Company did not record any charge-offs against loans classified as TDRs in the first nine months of 2022 or 2021. No provision was recorded against TDRs in the three months ended September 30, 2022 as compared to a credit provision of $2,000 during the same period of 2021. A credit provision for loan losses of $2,000 and $7,000 was recorded against TDRs in the nine months ended September 30, 2022 and 2021, respectively. The Company had no allowance for loan losses recorded against loans classified as TDRs at September 30, 2022 compared to $2,000 at December 31, 2021.

The following table presents information on loans that are classified as TDRs:

(Dollars in thousands)
	As of September 30, 2022						As of December 31, 2021
	Number of loans		Non-accrual balance		Accruing balance		Number of loans		Non-accrual balance		Accruing balance

One-to-four family residential real estate loans		2	$	-	$	157		2	$	-	$	161
Construction and land loans		1		195		-		3		681		113
Commercial real estate loans		2		1,224		-		2		1,224		-
Commercial loans		2		33		245		4		33		436
Agriculture loans		3		-		447		4		-		742
Municipal loan		1		-		36		1		-		36
Total		11	$	1,452	$	885		16	$	1,938	$	1,488

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5. Goodwill and Other Intangible Assets

The Company tests goodwill for impairment annually or more frequently if circumstances warrant. The Company’s annual impairment test as of December 31, 2021 concluded that its goodwill was not impaired. The Company concluded there were no triggering events during the first nine months of 2022 that required an interim goodwill impairment test.

Core deposit intangible assets are amortized over the estimated useful life of ten years on an accelerated basis. A summary of the other intangible assets that continue to be subject to amortization was as follows:

(Dollars in thousands)	As of September 30, 2022
	Gross carrying amount		Accumulated amortization			Net carrying amount
Core deposit intangible assets	$	1,710	$	(1,674	)	$	36

(Dollars in thousands)	As of December 31, 2021
	Gross carrying amount		Accumulated amortization			Net carrying amount
Core deposit intangible assets	$	2,018	$	(1,934	)	$	84

The following sets forth estimated amortization expense for core deposit and lease intangible assets for the remainder of 2022 and in successive years ending December 31:

(Dollars in thousands)	Amortization
	expense
Remainder of 2022	$	10
2023		26
Total	$	36

6. Mortgage Loan Servicing

Mortgage loans serviced for others are not reported as assets. The following table provides information on the principal balances of mortgage loans serviced for others:

(Dollars in thousands)	September 30,		December 31,
	2022		2021
FHLMC	$	691,659	$	697,484
FHLB		27,135		18,218
Total	$	718,794	$	715,702

Custodial escrow balances maintained in connection with serviced loans were $10.2 million and $5.8 million at September 30, 2022 and December 31, 2021, respectively. Gross service fee income related to such loans was $456,000 and $452,000 for the three months ended September 30, 2022 and 2021, respectively, and is included in fees and service charges in the consolidated statements of earnings. Gross service fee income related to such loans was $1.4 and $1.3 million for the nine months ended September 30, 2022 and 2021, respectively.

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Activity for mortgage servicing rights was as follows:

	2022			2021			2022			2021
	Three months ended						Nine months ended
(Dollars in thousands)	September 30,						September 30,
	2022			2021			2022			2021
Mortgage servicing rights:
Balance at beginning of period	$	4,025		$	4,143		$	4,193		$	3,726
Additions		253			406			704			1,598
Amortization		(298	)		(348	)		(917	)		(1,123	)
Balance at end of period	$	3,980		$	4,201		$	3,980		$	4,201

The fair value of mortgage servicing rights was $10.4 million and $6.7 million at September 30, 2022 and December 31, 2021, respectively. Fair value at September 30, 2022 was determined using discount rate of 9.50%; prepayment speeds ranging from 6.00% to 13.70%, depending on the stratification of the specific mortgage servicing right; and a weighted average default rate of 1.44%. Fair value at December 31, 2021 was determined using discount rates ranging from 9.00% to 12.00%; prepayment speeds ranging from 6.02% to 23.70%, depending on the stratification of the specific mortgage servicing right; and a weighted average default rate of 1.34%.

The Company had a mortgage repurchase reserve of $225,000 at September 30, 2022 and $226,000 at December 31, 2021, which represents the Company’s best estimate of probable losses that the Company will incur related to the repurchase of one-to-four family residential real estate loans previously sold or to reimburse investors for credit losses incurred on loans previously sold where a breach of the contractual representations and warranties occurred. The Company charged a $1,000 loss against the reserve during the first nine months ended September 30, 2022. The Company charged a $9,000 loss against the reserve during the first nine months ended September 30, 2021. As of September 30, 2022, the Company did not have any outstanding mortgage repurchase requests.

7. Earnings per Share

Basic earnings per share have been computed based upon the weighted average number of common shares outstanding during each period. Diluted earnings per share include the effect of all potential common shares outstanding during each period. The diluted earnings per share computation for the three and nine months ended September 30, 2022 excluded 48,302 of unexercised stock options because their inclusion would have been anti-dilutive during such period. The diluted earnings per share computation for the three and nine months ended September 30, 2021 excluded 33,320 of unexercised stock options because their inclusion would have been anti-dilutive during such period. The Company’s Board of Directors declared a cash dividend of $0.21 per share to be paid November 30, 2022, to common stockholders of record as of the close of business on November 16, 2022. The Board of Directors also declared a 5% stock dividend issuable December 16, 2022 to common stockholders of record on December 2, 2022. The shares used in the calculation of basic and diluted earnings per share are shown below:

share amounts)		2022		2021		2022		2021
		Three months ended				Nine months ended
(Dollars in thousands, except per		September 30,				September 30,
share amounts)		2022		2021		2022		2021
Net earnings		$	2,500	$	4,517	$	8,666	$	14,864

Weighted average common shares outstanding - basic (1)	(1)		4,979,305		4,996,419		4,988,327		4,993,808
Assumed exercise of stock options (1)	(1)		13,145		14,554		14,831		9,807
Weighted average common shares outstanding - diluted (1)	(1)		4,992,450		5,010,973		5,003,158		5,003,615
Earnings per share (1):
Basic⁽¹⁾		$	0.50	$	0.90	$	1.74	$	2.98
Diluted⁽¹⁾		$	0.50	$	0.90	$	1.73	$	2.97

(1)	Share and per share values for the periods ended September 30, 2021 have been adjusted to give effect to the 5% stock dividend paid during December 2021.

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8. Other Borrowings

On September 29, 2022, the Company borrowed $10.0 million from an unrelated financial institution at a fixed rate of 6.15%. This borrowing matures on September 1, 2027 and requires quarterly principal and interest payments. The borrowing is secured with the stock of the Bank and the proceeds were used to fund part of the acquisition of Freedom Bancshares, Inc.

9. Repurchase Agreements

The Company has overnight repurchase agreements with certain deposit customers whereby the Company uses investment securities as collateral for non-insured funds. These balances are accounted for as collateralized financing and included in other borrowings on the balance sheet.

Repurchase agreements are comprised of non-insured customer funds, totaling $6.3 million at September 30, 2022 and $7.4 million at December 31, 2021, which were secured by $10.7 million and $9.2 million of the Company’s investment portfolio at the same dates, respectively.

The following is a summary of the balances and collateral of the Company’s repurchase agreements:

Schedule of Repurchase Agreements

	As of September 30, 2022
(dollars in thousands)	Overnight and		Up to 30				Greater
	Continuous		days		30-90 days		than 90 days		Total
Repurchase agreements:
U.S. federal treasury obligations	$	1,806	$	-	$	-	$	-	$	1,806
U.S. federal agency obligations		1,515		-		-		-		1,515
Agency mortgage-backed securities		3,028		-		-		-		3,028
Total	$	6,349	$	-	$	-	$	-	$	6,349

	As of December 31, 2021
(dollars in thousands)	Overnight and		Up to				Greater
	Continuous		30 days		30-90 days		than 90 days		Total
Repurchase agreements:
U.S. federal treasury obligations	$	325	$	-	$	-	$	-	$	325
U.S. federal agency obligations		3,008		-		-		-		3,008
Agency mortgage-backed securities		4,070		-		-		-		4,070
Total	$	7,403	$	-	$	-	$	-	$	7,403

The investment securities are held by a third party financial institution in the customer’s custodial account. The Company is required to maintain adequate collateral for each repurchase agreement. Changes in the fair value of the investment securities impact the amount of collateral required. If the Company were to default, the investment securities would be used to settle the repurchase agreement with the deposit customer.

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10. Revenue from Contracts with Customers

All of the Company’s revenue from contracts with customers in the scope of ASC 606 is recognized within non-interest income. Items outside the scope of ASC 606 are noted as such.


	Three months ended					Nine months ended
(Dollars in thousands)	September 30,					September 30,
	2022			2021		2022			2021
Non-interest income:
Service charges on deposit accounts
Overdraft fees	$	1,058		$	835	$	2,788		$	2,160
Other		242			168		566			514
Interchange income		704			778		2,196			2,347
Loan servicing fees (1)		456			452		1,363			1,325
Office lease income (1)		30			165		96			496
Gains on sales of loans (1)		1,049			2,660		3,027			8,664
Bank owned life insurance income (1)		189			193		566			494
(Losses) gains on sales of investment securities (1)		(353	)		30		(353	)		1,138
Gains on sales of real estate owned		-			13		114			18
Other		154			171		525			507
Total non-interest income	$	3,529		$	5,465	$	10,888		$	17,663

(1)	Not within the scope of ASC 606.

A description of the Company’s revenue streams under ASC 606 follows:

Service Charges on Deposit Accounts

The Company earns fees from its deposit customers for transaction-based, account maintenance, and overdraft services. Transaction-based fees, which include services such as ATM usage fees, stop payment charges, statement rendering, and ACH fees, are recognized at the time the transaction is executed as that is the point in time the Company fulfills the customer’s request. Account maintenance fees, which relate primarily to monthly maintenance, are earned over the course of a month, representing the period during which the Company satisfies the performance obligation. Overdraft fees are recognized at the point in time that the overdraft occurs. Service charges on deposits are withdrawn from the customer’s account balance.

Interchange Income

The Company earns interchange fees from debit cardholder transactions conducted through the interchange payment network. Interchange fees from cardholder transactions represent a percentage of the underlying transaction value and are recognized daily, concurrently with the transaction processing services provided to the cardholder.

Gains (Losses) on Sales of Real Estate Owned

The Company records a gain or loss from the sale of real estate owned when control of the property transfers to the buyer, which generally occurs at the time of an executed deed. When the Company finances the sale of real estate owned to the buyer, the Company assesses whether the buyer is committed to perform their obligations under the contract and whether collectability of the transaction price is probable. Once these criteria are met, the real estate owned asset is derecognized and the gain or loss on sale is recorded upon the transfer of control of the property to the buyer. In determining the gain or loss on the sale, the Company adjusts the transaction price and related gain (loss) on sale if a significant financing component is present. There were no sales of real estate owned that were financed by the Company during the first nine months of 2022 or 2021.

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11. Fair Value of Financial Instruments and Fair Value Measurements

Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There are three levels of inputs that may be used to measure fair values:

Level 1 – Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

Level 2 – Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3 – Significant unobservable inputs that reflect a company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

Fair value estimates of the Company’s financial instruments as of September 30, 2022 and December 31, 2021, including methods and assumptions utilized, are set forth below:


	As of September 30, 2022
	Carrying
	amount			Level 1			Level 2			Level 3		Total
Financial assets:
Cash and cash equivalents	$	49,234		$	49,234		$	-		$	-	$	49,234
Interest-bearing deposits at other banks		8,844			-			8,844			-		8,844
Investment securities available-for-sale		484,106			127,445			356,661			-		484,106
Bank stocks, at cost		6,641			n/a			n/a			n/a		n/a
Loans, net		702,138			-			-			688,972		688,972
Loans held for sale		2,741			-			2,741			-		2,741
Mortgage servicing rights		3,980			-			10,425			-		10,425
Accrued interest receivable		4,726			357			1,890			2,479		4,726
Derivative financial instruments		366			-			366			-		366

Financial liabilities:
Non-maturity deposits	$	(1,023,903	)	$	(1,023,903	)	$	-		$	-	$	(1,023,903	)
Certificates of deposit		(93,234	)		-			(90,912	)		-		(90,912	)
FHLB borrowings		(74,900	)		-			(74,900	)		-		(74,900	)
Subordinated debentures		(21,651	)		-			(17,733	)		-		(17,733	)
Other borrowings		(16,349	)		-			(16,502	)		-		(16,502	)
Accrued interest payable		(248	)		-			(248	)		-		(248	)


	As of December 31, 2021
	Carrying
	amount			Level 1			Level 2			Level 3		Total
Financial assets:
Cash and cash equivalents	$	189,213		$	189,213		$	-		$	-	$	189,213
Interest-bearing deposits at other banks		7,378			-			7,378			-		7,378
Investment securities available-for-sale		380,717			42,675			338,042			-		380,717
Bank stocks, at cost		2,905			n/a			n/a			n/a		n/a
Loans, net		653,233			-			-			663,625		663,625
Loans held for sale		4,795			-			4,795			-		4,795
Mortgage servicing rights		4,193			-			6,722			-		6,722
Accrued interest receivable		4,405			107			1,666			2,632		4,405
Derivative financial instruments		494			-			494			-		494

Financial liabilities:
Non-maturity deposits	$	(1,042,374	)	$	(1,042,374	)	$	-		$	-	$	(1,042,374	)
Certificates of deposit		(106,107	)		-			(105,935	)		-		(105,935	)
Subordinated debentures		(21,651	)		-			(16,375	)		-		(16,375	)
Other borrowings		(7,403	)		-			(7,403	)		-		(7,403	)
Accrued interest payable		(125	)		-			(125	)		-		(125	)

Transfers

The Company did not transfer any assets or liabilities among levels during the nine months ended September 30, 2022 or during the year ended December 31, 2021.

20

Valuation Methods for Instruments Measured at Fair Value on a Recurring Basis

The following tables represent the Company’s financial instruments that are measured at fair value on a recurring basis at September 30, 2022 and December 31, 2021, allocated to the appropriate fair value hierarchy:


(Dollars in thousands)			As of September 30, 2022
			Fair value hierarchy
	Total		Level 1		Level 2		Level 3
Assets:
Available-for-sale investment securities:
U. S. treasury securities	$	127,445	$	127,445	$	-	$	-
U. S. federal agency obligations		4,979		-		4,979		-
Municipal obligations, tax exempt		128,392		-		128,392		-
Municipal obligations, taxable		61,959		-		61,959		-
Agency mortgage-backed securities		161,331		-		161,331		-
Loans held for sale		2,741		-		2,741		-
Derivative financial instruments		366		-		366		-


			As of December 31, 2021
			Fair value hierarchy
	Total		Level 1		Level 2		Level 3
Assets:
Available-for-sale investment securities:
U. S. treasury securities	$	42,675	$	42,675	$	-	$	-
U. S. federal agency obligations		17,195		-		17,195		-
Municipal obligations, tax exempt		137,984		-		137,984		-
Municipal obligations, taxable		40,046		-		40,046		-
Agency mortgage-backed securities		142,817		-		142,817		-
Loans held for sale		4,795		-		4,795		-
Derivative financial instruments		494		-		494		-

The Company’s investment securities classified as available-for-sale include U.S. treasury securities, U.S. federal agency obligations, municipal obligations, agency mortgage-backed securities and certificates of deposit. Quoted exchange prices are available for the Company’s U.S. treasury securities, which are classified as Level 1. U.S. federal agency securities and agency mortgage-backed securities are priced utilizing industry-standard models that consider various assumptions, including time value, yield curves, volatility factors, prepayment speeds, default rates, loss severity, current market and contractual prices for the underlying financial instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace, can be derived from observable data, or are supported by observable levels at which transactions are executed in the marketplace. These measurements are classified as Level 2. Municipal obligations are valued using a type of matrix, or grid, pricing in which securities are benchmarked against U.S. treasury rates based on credit rating. These model and matrix measurements are classified as Level 2 in the fair value hierarchy.

Changes in the fair value of available-for-sale securities are included in other comprehensive income to the extent the changes are not considered other-than-temporary impairments. Other-than-temporary impairment tests are performed on a quarterly basis and any decline in the fair value of an individual security below its cost that is deemed to be other-than-temporary results in a write-down of that security’s cost basis.

Mortgage loans originated and intended for sale in the secondary market are carried at fair value. The mortgage loan valuations are based on quoted secondary market prices for similar loans and are classified as Level 2. Changes in the fair value of mortgage loans originated and intended for sale in the secondary market and derivative financial instruments are included in gains on sales of loans.

21

The aggregate fair value, contractual balance (including accrued interest), and gain on loans held for sale were as follows:


	As of		As of
	September 30,		December 31,
(Dollars in thousands)	2022		2021
Aggregate fair value	$	2,741	$	4,795
Contractual balance		2,740		4,651
Gain	$	1	$	144

The Company’s derivative financial instruments consist of interest rate lock commitments and corresponding forward sales contracts on mortgage loans held for sale. The fair values of these derivatives are based on quoted prices for similar loans in the secondary market. The market prices are adjusted by a factor, based on the Company’s historical data and its judgment about future economic trends, which considers the likelihood that a commitment will ultimately result in a closed loan. These instruments are classified as Level 2. The amounts are included in other assets or other liabilities on the consolidated balance sheets and gains on sales of loans, net in the consolidated statements of earnings. The total amount of gains from changes in fair value of derivative financial instruments included in earnings were as follows:


	Three months ended						Nine months ended
	September 30,						September 30,
(Dollars in thousands)	2022			2021			2022			2021
Total change in fair value	$	(100	)	$	(279	)	$	(128	)	$	(506	)

Valuation Methods for Instruments Measured at Fair Value on a Nonrecurring Basis

The Company does not record its loan portfolio at fair value. Collateral-dependent impaired loans are generally carried at the lower of cost or fair value of the collateral, less estimated selling costs. Collateral values are determined based on appraisals performed by qualified licensed appraisers hired by the Company and then further adjusted if warranted based on relevant facts and circumstances. The appraisals may utilize a single valuation approach or a combination of approaches including the comparable sales and income approach. Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are typically significant and result in a Level 3 classification of the inputs for determining fair value. Impaired loans are reviewed and evaluated at least quarterly for additional impairment and adjusted accordingly, based on the same factors identified above. The carrying value of the Company’s impaired loans was $5.7 million and $6.7 million at September 30, 2022 and December 31, 2021, respectively. The Company’s impaired loans with an allowance for loan losses was $811,000 and $509,000, with an allocated allowance of $693,000 and $504,000, at September 30, 2022 and December 31, 2021, respectively.

Real estate owned includes assets acquired through, or in lieu of, foreclosure and land previously acquired for expansion. Real estate owned is initially recorded at the fair value of the collateral less estimated selling costs. Subsequent valuations are updated periodically and are based upon independent appraisals, third party price opinions or internal pricing models. The appraisals may utilize a single valuation approach or a combination of approaches including the comparable sales and income approach. Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are typically significant and result in a Level 3 classification of the inputs for determining fair value. Real estate owned is reviewed and evaluated at least annually for additional impairment and adjusted accordingly, based on the same factors identified above.

22

The following table presents quantitative information about Level 3 fair value measurements measured at fair value on a nonrecurring basis as of September 30, 2022 and December 31, 2021.

(Dollars in thousands)

Fair value

Valuation technique

Unobservable inputs

Range

As of September 30, 2022

Impaired loans:

Commercial

$

118

Sales comparison

Adjustment to comparable value

0%-25

%

As of December 31, 2021

Impaired loans:

Commercial

$

5

Sales comparison

Adjustment to comparable value

0

%

12. Regulatory Capital Requirements

Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies. Capital adequacy guidelines and, additionally for banks, prompt corrective action regulations involve quantitative measures of assets, liabilities, and certain off-balance-sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators. Failure to meet capital requirements can initiate regulatory action. Management believed that as of September 30, 2022, the Company and the Bank met all capital adequacy requirements to which they were subject at that time.

Prompt corrective action regulations provide five classifications: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized, although these terms are not used to represent overall financial condition. If adequately capitalized, regulatory approval is required to accept brokered deposits. If undercapitalized, capital distributions are limited, as is asset growth and expansion, and capital restoration plans are required. The Company and the Bank are subject to the Basel III Rule, which is applicable to all U.S. banks that are subject to minimum capital requirements, as well as to bank and savings and loan holding companies other than “small bank holding companies” (generally, non-public bank holding companies with consolidated assets of less than $3.0 billion).

The Basel III Rule includes a common equity Tier 1 capital to risk-weighted assets minimum ratio of 4.5%, a minimum ratio of Tier 1 capital to risk-weighted assets of 6.0%, a minimum ratio of Total Capital to risk-weighted assets of 8.0%, and a minimum Tier 1 leverage ratio of 4.0%. A capital conservation buffer, equal to 2.5% of common equity Tier 1 capital, is also established above the regulatory minimum capital requirements for the common equity Tier 1 capital ratio, and Tier 1 capital and total risk based capital ratios.

As of September 30, 2022 and December 31, 2021, the most recent regulatory notifications categorized the Bank as well capitalized under the regulatory framework for prompt corrective action then in effect. There are no conditions or events since that notification that management believes have changed the institution’s category.

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The following is a comparison of the Company’s regulatory capital to minimum capital requirements at September 30, 2022 and December 31, 2021.

(Dollars in thousands)						For capital
	Actual					adequacy purposes
	Amount		Ratio			Amount		Ratio (1)
As of September 30, 2022
Leverage	$	140,635		10.75	%	$	52,309		4.0	%
Common Equity Tier 1 Capital		119,635		14.20	%		58,973		7.0	%
Tier 1 Capital		140,635		16.69	%		71,610		8.5	%
Total Risk Based Capital		149,633		17.76	%		88,459		10.5	%

As of December 31, 2021
Leverage	$	135,824		10.83	%	$	50,181		4.0	%
Common Equity Tier 1 Capital		114,824		15.00	%		53,592		7.0	%
Tier 1 Capital		135,824		17.74	%		65,077		8.5	%
Total Risk Based Capital		144,739		18.91	%		80,389		10.5	%

(1)	The required ratios for capital adequacy purposes include a capital conservation buffer of 2.5%.

The following is a comparison of the Bank’s regulatory capital to minimum capital requirements at September 30, 2022 and December 31, 2021:

											To be well-capitalized
											under prompt
(Dollars in thousands)						For capital					corrective
	Actual					adequacy purposes					action provisions
	Amount		Ratio			Amount		Ratio (1)			Amount		Ratio
As of September 30, 2022
Leverage	$	114,430		8.78	%	$	52,141		4.0	%	$	65,176		5.0	%
Common Equity Tier 1 Capital		114,430		13.71	%		58,436		7.0	%		54,262		6.5	%
Tier 1 Capital		114,430		13.71	%		70,958		8.5	%		66,784		8.0	%
Total Risk Based Capital		123,428		14.79	%		87,654		10.5	%		83,480		10.0	%

As of December 31, 2021
Leverage	$	132,313		10.58	%	$	50,040		4.0	%	$	62,550		5.0	%
Common Equity Tier 1 Capital		132,313		17.29	%		53,563		7.0	%		49,737		6.5	%
Tier 1 Capital		132,313		17.29	%		65,041		8.5	%		61,215		8.0	%
Total Risk Based Capital		141,228		18.46	%		80,345		10.5	%		76,519		10.0	%

(1)	The required ratios for capital adequacy purposes include a capital conservation buffer of 2.5%.

24

13. Impact of Recent Accounting Pronouncements

In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326), commonly referred to as “CECL.” The provisions of the update eliminate the probable initial recognition threshold under current GAAP which requires reserves to be based on an incurred loss methodology. Under CECL, reserves required for financial assets measured at amortized cost will reflect an organization’s estimate of all expected credit losses over the expected term of the financial asset and thereby require the use of reasonable and supportable forecasts to estimate future credit losses. Because CECL encompasses all financial assets carried at amortized cost, the requirement that reserves be established based on an organization’s reasonable and supportable estimate of expected credit losses extends to held to maturity debt securities. Under the provisions of the update, credit losses recognized on available for sale debt securities will be presented as an allowance as opposed to a write-down. In addition, CECL will modify the accounting for only purchased credit impaired loans. Under prior GAAP, a purchased loan’s contractual balance was adjusted to fair value through a credit discount, and no reserve was recorded on the purchased loan upon acquisition. Since under CECL reserves will be established for purchased loans at the time of acquisition, the accounting for purchased loans is made more comparable to the accounting for originated loans. Finally, increased disclosure requirements under CECL oblige organizations to present the currently required credit quality disclosures disaggregated by the year of origination or vintage. The FASB expects that the evaluation of underwriting standards and credit quality trends by financial statement users will be enhanced with the additional vintage disclosures. In October 2019, the FASB approved a change in the effective dates for CECL which delayed the effective date to fiscal years beginning after December 15, 2022 for smaller reporting companies. Because the Company is a smaller reporting company, the proposed delay is applicable to the Company, and the Company plans to delay the implementation of CECL until January 1, 2023. Management has initiated an implementation committee that has implemented a process to collect the data and is utilizing a vendor solution for the new standard. Initial calculations estimate the effect will be an increase to the allowance for loan losses upon adoption. However, the size of the overall increase is uncertain at this time. Management is utilizing the delay to continue to refine and back test the CECL calculation. The internal controls over financial reporting specifically related to CECL are in the final design stage.

In January 2017, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. The amendments in this update simplify the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. The amendments require an entity to perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and recognizing an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, not to exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. The amendments also eliminate the requirement for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test. The amendments in this ASU are effective for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019. In October 2019, the FASB approved a change in the effective dates for ASU 2017-04 which delayed the effective date to fiscal years beginning after December 15, 2022 for smaller reporting companies. Because the Company is a smaller reporting company, the proposed delay is applicable to the Company, and the Company plans to delay the implementation of ASU 2017-04 until January 1, 2023. Early adoption of the amendments of this ASU is permitted. The adoption of ASU 2017-04 is not expected to have a material effect on the Company’s operating results or financial condition.

In May 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. Reference rate reform relates to the effects undertaken to eliminate certain reference rates such as the London Interbank Offered Rate (“LIBOR”) and introduce new reference rates that may be based on larger or more liquid observations and transactions. ASU 2020-04 provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other contracts. Generally, ASU 2020-04 would allow entities to consider contract modifications due to reference rate reform to be a continuation of an existing contract; thus, the Company would not have to determine if the modification is considered insignificant. The Company is in the process of reviewing loan documentation, along with the transition procedures it will need in order to implement reference rate reform. While the Company has yet to adopt ASU 2020-04, the standard was effective upon issuance and terminates December 31, 2022 such that changes made to contracts beginning on or after January 1, 2023 would not apply. The adoption of ASU 2020-04 is not expected to have a material effect on the Company’s operating results or financial condition.

25

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

Overview. Landmark Bancorp, Inc. is a financial holding company incorporated under the laws of the State of Delaware and is engaged in the banking business through its wholly owned subsidiary, Landmark National Bank, and in the insurance business through its wholly owned subsidiary, Landmark Risk Management, Inc. References to the “Company,” “we,” “us,” and “our” refer collectively to Landmark Bancorp, Inc., Landmark National Bank and Landmark Risk Management, Inc. The Company is listed on the Nasdaq Global Market under the symbol “LARK.” The Bank is dedicated to providing quality financial and banking services to its local communities. Our strategy includes continuing a tradition of holding and acquiring quality assets while growing our commercial, commercial real estate and agriculture loan portfolios. We are committed to developing relationships with our borrowers and providing a total banking service.

The Bank is principally engaged in the business of attracting deposits from the general public and using such deposits, together with borrowings and other funds, to originate one-to-four family residential real estate, construction and land, commercial real estate, commercial, agriculture, municipal and consumer loans. Although not our primary business function, we invest in certain investment and mortgage-related securities using deposits and other borrowings as funding sources.

Landmark Risk Management, Inc., which was formed and began operations on in 2017, is a Nevada-based captive insurance company which provides property and casualty insurance coverage to the Company and the Bank for which insurance may not be currently available or economically feasible in the current insurance marketplace. Landmark Risk Management, Inc. is subject to the regulations of the State of Nevada and undergoes periodic examinations by the Nevada Division of Insurance.

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

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

Currently, our business consists of ownership of the Bank, with its main office in Manhattan, Kansas and twenty- nine additional branch offices in central, eastern, southeast and southwest Kansas, and our ownership of Landmark Risk Management, Inc. On October 1, 2022, the Company completed its acquisition of Freedom Bancshares, Inc., the holding company of Freedom Bank. Freedom Bank was founded in 2006 and operates out of a single location in Overland Park, Kansas. As of September 30, 2022, Freedom Bank reported total assets of $201.9 million, gross loans of $118.0 million, and total deposits of $150.4 million.

In October 2022, we declared our 85^th consecutive quarterly dividend, and we currently have no plans to change our dividend strategy given our current capital and liquidity position. However, while we have achieved a strong capital base and expect to continue operating profitably, this is dependent upon the performance of the economy. In addition, as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2021, we will not be permitted to make capital distributions (including for dividends and repurchases of stock) or pay discretionary bonuses to executive officers without restriction if we do not maintain 2.5% in Common Equity Tier 1 Capital attributable to a capital conservation buffer, a standard we exceeded at September 30, 2022.

Critical Accounting Policies. Critical accounting policies are those which are both most important to the portrayal of our financial condition and results of operations and require our management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Our critical accounting policies relate to the allowance for loan losses and the accounting for income taxes, each of which involve significant judgment by our management. There have been no material changes to the critical accounting policies included under Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the Securities and Exchange Commission on March 22, 2022.

26

Summary of Results. During the third quarter of 2022, we recorded net earnings of $2.5 million, which was a decrease of $2.0 million, or 44.7%, from the $4.5 million of net earnings in the third quarter of 2021. During the first nine months of 2022, we recorded net earnings of $8.7 million, which was a decrease of $6.2 million, or 41.7%, from the $14.9 million of net earnings in the first nine months of 2021. The decrease in net earnings during 2022 was primarily due to lower interest income on PPP loans and a decrease in gains on sales of mortgage loans. Interest income on PPP loans declined as our balances decreased as a result of the forgiveness of these loans. Gains on sales of mortgage loans decreased as originations of residential real estate loans declined. Decreased loan originations mainly resulted from low housing inventories coupled with increasing mortgage interest rates during 2022, which reduced refinancing activity.

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

	As of or for the						As of or for the
(Dollars in thousands, except per share amounts)	three months ended September 30,						nine months ended September 30,
	2022			2021			2022			2021
Net earnings:
Net earnings	$	2,500		$	4,517		$	8,666		$	14,864
Basic earnings per share (1)	$	0.50		$	0.90		$	1.74		$	2.98
Diluted earnings per share (1)	$	0.50		$	0.90		$	1.73		$	2.97
Earnings ratios:
Return on average assets (2)		0.76	%		1.42	%		0.89	%		1.59	%
Return on average equity (2)		8.33	%		13.36	%		9.33	%		15.23	%
Equity to total assets		7.78	%		10.79	%		7.78	%		10.79	%
Net interest margin (2) (3)		3.21	%		3.36	%		3.08	%		3.47	%
Dividend payout ratio		42.00	%		21.05	%		36.42	%		19.23	%

(1) Per share values for the periods ended September 30, 2021 have been adjusted to give effect to the 5% dividend paid during December 2021.

(2) Ratios have been annualized and are not necessarily indicative of the results for the entire year.

(3) Net interest margin is presented on a fully tax equivalent basis, using a 21% federal tax rate.

Interest Income. Interest income of $10.6 million for the quarter ended September 30, 2022 increased $597,000, or 6.0%, as compared to the same period of 2021. Interest income on loans decreased $436,000, or 5.2%, to $8.0 million for the quarter ended September 30, 2022, compared to the same period of 2021 due to lower yields . Our yields decreased from 5.03% in the third quarter of 2021 to 4.63% in the third quarter of 2022. The decrease in yields on loans was driven by a decrease in interest income on PPP loans, which decreased from $1.6 million in the third quarter of 2021 to $13,000 in the third quarter of 2022. The increase in market interest rates has offset some of the decline in PPP loan income as loans reprice or are originated. Partially offsetting the lower yields was an increase in our average loan balances, which increased from $668.0 million in the third quarter of 2021 to $687.7 million in the third quarter of 2022. Our average loan balances included average PPP loans of $491,000 in the third quarter of 2022 and $40.4 million in the third quarter of 2021. Interest income on investment securities increased $1.0 million, or 67.5%, to $2.6 million for the third quarter of 2022, as compared to $1.5 million in the same period of 2021. The increase in interest income on investment securities was primarily the result of an increase in the average balances of investment securities which increased from $351.2 million in the third quarter of 2021 to $494.3 million in the third quarter of 2022. Also contributing to the average balances was increased yields on investment securities, which increased from 1.88% in the third quarter of 2021 to 2.18% in the third quarter of 2022.

Interest income of $29.0 million for the nine months ended September 30, 2022 decreased $1.4 million, or 4.5%, as compared to the same period of 2021. Interest income on loans decreased $3.3 million, or 13.0%, to $22.4 million for the nine months ended September 30, 2022, compared to the same period of 2021 due to a decrease in our average loan balances, which decreased from $702.5 million during the first nine months of 2021 to $659.1 million during the first nine months of 2022. Also contributing to lower interest income were lower yields on loans, which decreased from 4.90% in the nine months ended September 30, 2021 to 4.54% during the nine months ended September 30, 2022. Our average loan balances included average PPP loans of $5.3 million in the nine months ended September 30, 2022 compared to $82.7 million the same period of 2021. Interest income on PPP loans decreased from $4.9 million in the first nine months of 2021 to $671,000 in the first nine months of 2022. The yield on PPP loans increased from 7.85% in the first nine months of 2021 to 16.87% in the first nine months of 2022. The increase in market interest rates has offset some of the decline in PPP loan income as loans reprice or are originated. Interest income on investment securities increased $2.0 million, or 42.4%, to $6.6 million for the first nine months of 2022, as compared to $4.6 million in the same period of 2021. The increase in interest income on investment securities was the result of higher average balances, which increased from $329.4 million in the first nine months of 2021 compared to $464.7 million in the first nine months of 2022. Partially offsetting the higher average balances of investment securities were lower yields, which decreased from 2.08% in the first nine months of 2021 to 2.00% in the first nine months of 2022.

27

Interest Expense. Interest expense during the quarter ended September 30, 2022 increased $759,000, or 200.8%, to $1.1 million, as compared to the same period of 2021. Interest expense on interest-bearing deposits increased $513,000, or 198.8%, to $771,000 for the quarter ended September 30, 2022 as compared to the same period of 2021. Our total cost of interest-bearing deposits increased from 0.13% in the third quarter of 2021 to 0.39% in the third quarter of 2022 as a result of higher rates paid on money market and checking accounts, primarily due to public fund deposit accounts with rates that are repriced based on market indexes. Also contributing to higher interest expense was an increase in average interest-bearing deposit balances, which increased from $769.7 million in the third quarter of 2021 to $782.6 million in the third quarter of 2022. For the third quarter of 2022, interest expense on borrowings increased $246,000, or 205.0%, to $366,000 as compared to the same period of 2021 due to an increase in our average borrowings, which increased from $21.7 million in the third quarter of 2021 to $37.5 million in the same period of 2022. Also contributing to the increase in interest expense on borrowings were higher rates, which increased from 2.14% in the third quarter of 2021 to 3.58% in the same period of 2022.

Interest expense during the nine months ended September 30, 2022 increased $827,000, or 71.2%, to $2.0 million as compared to the same period of 2021. Interest expense on interest-bearing deposits increased $524,000, or 65.5%, to $1.3 million for the nine months ended September 30, 2022 as compared to the same period of 2021. The increase in interest expense on interest-bearing deposits was the result of higher rates paid on money market and checking accounts, primarily due to public fund deposit accounts with rates that are repriced based on market indexes. The increase in interest expense on deposits was also due to an increase in average interest-bearing deposit balances, which increased from $768.1 million in the first nine months of 2021 to $788.7 million in the same period of 2022. For the first nine months of 2022, interest expense on borrowings increased $303,000, or 83.7%, to $665,000 as compared to the same period of 2021, due to an increase in our average outstanding borrowings, which increased from $21.7 million in the first nine months of 2021 to $27.0 million in the first nine months of 2022. Also contributing to the higher interest expense on borrowings were higher average rates on our borrowings, which increased to 3.10% for the first nine months of 2022 compared to 2.19% for the same period of 2021.

Net Interest Income. Net interest income decreased $162,000, or 1.7%, to $9.5 million for the third quarter of 2022 compared to the same period of 2021. The decrease in net interest income was primarily a result of a decrease in interest on loans, and higher interest expense. Compared to the same period last year, the decrease in loan interest income was primarily due to lower interest and fees earned on PPP loans as most of these loans were forgiven by the SBA. The increase in market interest rates has offset some of the decline in PPP loan income as loans reprice or are originated. Interest and fees on PPP loans in the third quarter of 2022 totaled $13,000 compared to $1.6 million in the same period last year. Higher market interest rates also drove the increase in interest expense as our public fund deposits and borrowings repriced higher. Net interest margin, on a tax-equivalent basis, decreased from 3.36% in the third quarter of 2021 to 3.21% in the same period of 2022.

Net interest income decreased $2.2 million, or 7.5%, to $27.0 million for the first nine months of 2022 compared to the same period of 2021. The decrease was primarily due to lower interest and fees earned on PPP loans, which decreased from $4.9 million in the first nine months of 2021 to $671,000 in the same period of 2022. Net interest margin, on a tax-equivalent basis, decreased from 3.47% in the first nine months of 2021 to 3.08% in the same period of 2022.

The increase in market interest rate should continue to increase our net interest margin as a result of higher yields on loans and investment securities exceeding the increase in our cost of funds. Our net interest margin increased from 2.99% in the first quarter of 2022 to 3.05% in the second quarter of 2022 and 3.21% in the third quarter of 2022 as our assets began to reprice faster than our cost of funds. Our net interest margin has been positively impacted by PPP loans over the past couple of years, however, the impact of these loans on net interest margin going forward is expected to be minimal. While the rise in interest rates should result in increased net interest income and net interest margin, these improvements could be offset by increased competition for loans and deposits. Additionally, the deposit balance increases we have seen over the past two years may reverse resulting in the need for higher cost funding.

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Average Assets/Liabilities. The following table reflects the tax-equivalent yields earned on average interest-earning assets and costs of average interest-bearing liabilities for the periods indicated (derived by dividing income or expense by the monthly average balance of assets or liabilities, respectively) as well as “net interest margin” (which reflects the effect of the net earnings balance) for the periods shown:

	Three months ended							Three months ended
	September 30, 2022							September 30, 2021
	Average balance		Income/ expense		Average yield/cost			Average balance		Income/ expense		Average yield/cost
(Dollars in thousands)
Assets
Interest-earning assets:
Interest-bearing deposits at banks	$	12,266	$	44		1.42	%	$	138,047	$	63		0.18	%
Investment securities (1)		494,283		2,720		2.18	%		351,215		1,664		1.88	%
Loans receivable, net (2)		687,716		8,030		4.63	%		667,952		8,466		5.03	%
Total interest-earning assets		1,194,265		10,794		3.59	%		1,157,214		10,193		3.49	%
Non-interest-earning assets		113,601							104,740
Total	$	1,307,866						$	1,261,954

Liabilities and Stockholders’ Equity
Interest-bearing liabilities:
Money market and checking	$	516,141	$	684		0.53	%	$	508,405	$	137		0.11	%
Savings accounts		171,645		11		0.03	%		149,491		12		0.03	%
Certificates of deposit		94,767		76		0.32	%		111,762		109		0.39	%
Total interest-bearing deposits		782,553		771		0.39	%		769,658		258		0.13	%
Subordinate debentures and other borrowings		37,532		339		3.58	%		21,655		117		2.14	%
Repurchase agreements		7,411		27		1.45	%		5,348		3		0.22	%
Total interest-bearing liabilities		827,496		1,137		0.55	%		796,661		378		0.19	%
Non-interest-bearing liabilities		361,290							331,126
Stockholders’ equity		119,100							134,167
Total	$	1,307,886						$	1,261,954

Interest rate spread (3)						3.04	%						3.30	%
Net interest margin (4)			$	9,657		3.21	%			$	9,815		3.36	%
Tax-equivalent interest - imputed				206							202
Net interest income			$	9,451						$	9,613

Ratio of average interest-earning assets to average interest-bearing liabilities						144.3	%						145.3	%

	(1)	Income on tax exempt securities is presented on a fully tax-equivalent basis, using a 21% federal tax rate.
	(2)	Includes loans classified as non-accrual. Income on tax-exempt loans is presented on a fully tax-equivalent basis, using a 21% federal tax rate.
	(3)	Interest rate spread represents the difference between the average yield earned on interest-earning assets and the average rate paid on interest-bearing liabilities.
	(4)	Net interest margin represents annualized, tax-equivalent net interest income divided by average interest-earning assets.

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	Nine months ended							Nine months ended
	September 30, 2022							September 30, 2021
	Average balance		Income/ expense		Average yield/cost			Average balance		Income/ expense		Average yield/cost
(Dollars in thousands)
Assets
Interest-earning assets:
Interest-bearing deposits at banks	$	72,631	$	232		0.43	%	$	116,047	$	127		0.15	%
Investment securities (1)		464,702		6,961		2.00	%		329,427		5,114		2.08	%
Loans receivable, net (2)		659,109		22,387		4.54	%		702,450		25,721		4.90	%
Total interest-earning assets		1,196,442		29,580		3.31	%		1,147,924		30,962		3.61	%
Non-interest-earning assets		110,496							100,903
Total	$	1,306,938						$	1,248,827

Liabilities and Stockholders’ Equity
Interest-bearing liabilities:
Money market and checking	$	520,746	$	1,058		0.27	%	$	505,355	$	388		0.10	%
Savings accounts		167,927		31		0.02	%		142,659		36		0.03	%
Certificates of deposit		100,005		235		0.31	%		120,043		376		0.42	%
Total interest-bearing deposits		788,678		1,324		0.22	%		768,057		800		0.14	%
Subordinate debentures and other borrowings		27,003		627		3.10	%		21,654		355		2.19	%
Repurchase agreements		7,074		38		0.72	%		5,218		7		0.18	%
Total interest-bearing liabilities		822,755		1,989		0.32	%		794,929		1,162		0.20	%
Non-interest-bearing liabilities		360,006							323,377
Stockholders’ equity		124,177							130,521
Total	$	1,306,938						$	1,248,827

Interest rate spread (3)						2.99	%						3.41	%
Net interest margin (4)			$	27,591		3.08	%			$	29,800		3.47	%
Tax-equivalent interest - imputed				597							616
Net interest income			$	26,994						$	29,184

Ratio of average interest-earning assets to average interest-bearing liabilities						145.4	%						144.4	%

	(1)	Income on tax exempt securities is presented on a fully tax-equivalent basis, using a 21% federal tax rate.
	(2)	Includes loans classified as non-accrual. Income on tax-exempt loans is presented on a fully tax-equivalent basis, using a 21% federal tax rate.
	(3)	Interest rate spread represents the difference between the average yield earned on interest-earning assets and the average rate paid on interest-bearing liabilities.
	(4)	Net interest margin represents annualized, tax-equivalent net interest income divided by average interest-earning assets.

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Rate/Volume Table. The following table describes the extent to which changes in tax-equivalent interest income and interest expense for major components of interest-earning assets and interest-bearing liabilities affected the Company’s interest income and expense for the periods indicated. The table distinguishes between (i) changes attributable to rate (changes in rate multiplied by prior volume), (ii) changes attributable to volume (changes in volume multiplied by prior rate), and (iii) net change (the sum of (i) and (ii)). The net changes attributable to the combined effect of volume and rate that cannot be segregated have been allocated proportionately to the change due to volume and the change due to rate.

	Three months ended September 30,								Nine months ended September 30,
	2022 vs 2021								2022 vs 2021
	Increase/(decrease) attributable to								Increase/(decrease) attributable to
	Volume		Rate			Net			Volume			Rate			Net
	(Dollars in thousands)								(Dollars in thousands)
Interest income:
Interest-bearing deposits at banks	$	3	$	(22	)	$	(19	)	$	(26	)	$	131		$	105
Investment securities		759		297			1,056			2,038			(191	)		1,847
Loans		258		(694	)		(436	)		(1,522	)		(1,812	)		(3,334	)
Total		1,020		(419	)		601			490			(1,872	)		(1,382	)
Interest expense:
Deposits		4		509			513			24			500			524
Subordinated debentures and other borrowings		116		106			222			101			171			272
Repurchase agreements		2		22			24			3			28			31
Total		122		637			759			128			699			827
Net interest income	$	898	$	(1,056	)	$	(158	)	$	362		$	(2,571	)	$	(2,209	)

Provision for Loan Losses. We maintain, and our Board of Directors monitors, an allowance for losses on loans. The allowance is established based upon management’s periodic evaluation of known and inherent risks in the loan portfolio, review of significant individual loans and collateral, review of delinquent loans, past loss experience, adverse situations that may affect the borrowers’ ability to repay, current and expected market conditions, and other factors management deems important. Determining the appropriate level of reserves involves a high degree of management judgment and is based upon historical and projected losses in the loan portfolio and the collateral value or discounted cash flows of specifically identified impaired loans. Additionally, allowance policies are subject to periodic review and revision in response to a number of factors, including current market conditions, actual loss experience and management’s expectations.

During the third quarter of 2022 we recorded a $500,000 provision for loan losses as compared to no provision recorded in the same period of 2021. The $500,000 provision for loan losses recorded in the third quarter of 2022 was primarily related to an increase in loan balances. We recorded net loan recoveries of $43,000 during the third quarter of 2022 compared to net loan charge-offs of $397,000 during the third quarter of 2021.

During the first nine months of 2022, we had no provision for loan losses as the $500,000 provision in the third quarter of 2022 was offset by a credit of $500,000 during the first quarter of 2022. This compared to a provision for loan losses of $500,000 in the first nine months of 2021. We recorded net loan recoveries of $83,000 during the nine months ended September 30, 2022 compared to net loan charge-offs of $509,000 during the nine months ended September 30, 2021.

For further discussion of the allowance for loan losses, refer to the “Asset Quality and Distribution” section below.

Non-interest Income. Total non-interest income was $3.5 million in the third quarter of 2022, a decrease of $1.9 million, or 35.4%, from the same period in 2021. The decrease in non-interest income during the third quarter of 2022 compared to the same period last year was primarily due to a decrease of $1.6 million in gains on sales of one-to-four family residential real estate loans as higher interest rates and low housing inventories reduced originations of these loans, which are typically sold in the secondary market. Higher mortgage rates however did result in increased originations of adjustable-rate loans this quarter which are maintained in our one-to-four family residential loan portfolio. A loss of $353,000 was recorded in the third quarter of 2022 on the sale of investment securities due to the sale of the lowest yielding securities in our portfolio. Partially offsetting this decrease was an increase of $243,000 in fees and services charges primarily due to higher overdraft charges and other fees on deposit accounts.

Total non-interest income was $10.9 million in the first nine months of 2022, a decrease of $6.8 million, or 38.4%, from the first nine months of 2021, primarily as a result of a decrease of $5.6 million in gains on sales of loans. Our gains on sales of loans decreased as our originations of secondary market one-to-four family residential real estate loans slowed due to the increase in mortgage interest rates and decreased inventory in the housing market in our market areas. Also contributing to the decrease in non-interest income was a decrease of $1.5 million gains on sales of investment securities. We recorded a loss of $353,000 on sales of investment securities during the first nine months of 2022 compared to net gains of $1.1 million in the same period of 2021. Partially offsetting the decrease in gains on sales of loans and investment securities was a $625,000 increase in fees and services charges due primarily to higher overdraft charges and other fees on deposit accounts.

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Non-interest Expense. Non-interest expense totaled $9.5 million for the third quarter of 2022, a slight increase of $15,000, or 0.2%, over the same quarter of 2021. The increase in non-interest expense in the third quarter of 2022 compared to the same period last year was mainly due to higher occupancy and equipment costs as well as acquisition costs. Partially offsetting those increases were lower data processing fees, reduced mortgage servicing rights amortization and a decline in compensation and benefits and other non-interest expense. The decline in data processing fees was due to a new contract with our main technology vendor in effect this year, while lower mortgage banking activity this quarter resulted in lower costs for compensation, amortization and other non-interest expense.

Non-interest expense totaled $27.3 million for the first nine months of 2022, a decrease of $388,000 or 1.4%, from $27.7 million for the first nine months of 2021. The decrease in non-interest expense in the first nine months of 2022 compared to the same period last year was mainly due to lower data processing fees, reduced mortgage servicing rights amortization and a decline in compensation and benefits and other non-interest expense. The decline in data processing fees was due to a new contract with our main technology vendor in effect this year, while lower mortgage banking activity this quarter resulted in lower costs for compensation, amortization and other non-interest expense. Partially offsetting the decreases in non-interest expense were costs of $355,000 during the first nine months of 2022 related to the recently announced acquisition of Freedom Bancshares, Inc. and its wholly owned subsidiary Freedom Bank.

Income Tax Expense. During the third quarter of 2022, we recorded income tax expense of $522,000, compared to $1.1 million during the same period of 2021. Our effective tax rate decreased from 19.8% in the third quarter of 2021 to 17.3% in the third quarter of 2022. The decrease in the effective tax rate was due to lower earnings before income taxes while tax-exempt income was similar between the periods.

We recorded income tax expense of $1.9 million for the first nine months of 2022 compared to $3.8 million in the same period of 2021. Our effective tax rate was 20.3% in the first nine months of 2021 compared to 18.0% in the first nine months of 2022. The decrease in the effective tax rate was due to lower earnings before income taxes while tax-exempt income was similar between the periods.

Financial Condition. Economic conditions in the United States slowed during the first nine months of 2022 as elevated inflation levels and higher interest rates impacted the economy. The State of Kansas and the geographic markets in which the Company operates was also impacted by these economic headwinds. The supply chain constraints, labor shortages and geopolitical events have all contributed to the rising inflation levels which are impacting all areas of the economy both nationally and locally. The Company’s allowance for loan losses included estimates of the economic impact of these conditions and other qualitative factors on our loan portfolio. However, our loan portfolio is diversified across various types of loans and collateral throughout the markets in which we operate. Aside from a few problem loans that management is working to resolve, our asset quality has remained strong over the past few years. While further increases in problem assets may arise, management believes its efforts to run a high quality financial institution with a sound asset base will continue to create a strong foundation for continued growth and profitability in the future.

Asset Quality and Distribution. Our primary investing activities are the origination of one-to-four family residential real estate, construction and land, commercial real estate, commercial, agriculture, municipal and consumer loans and the purchase of investment securities. Total assets increased $26.3 million, or 2.0%, from December 31, 2021 to $1.4 billion at September 30, 2022.

The allowance for loan losses is established through a provision for loan losses based on our evaluation of the risk inherent in the loan portfolio and changes in the nature and volume of our loan activity. This evaluation, which includes a review of all loans with respect to which full collectability may not be reasonably assured, considers the fair value of the underlying collateral, economic conditions, historical loan loss experience, level of classified loans and other factors that warrant recognition in providing for an appropriate allowance for loan losses. At September 30, 2022, our allowance for loan losses totaled $8.9 million, or 1.25% of gross loans outstanding, compared to $8.8 million, or 1.32% of gross loans outstanding, at December 31, 2021. Our allowance for loan losses as a percentage of gross loans outstanding, excluding PPP loans of $410,000 at September 30, 2022 and $17.2 million at December 31, 2021, was 1.25% at September 30, 2022 compared to 1.36% at December 31, 2021. This reflects a more comparable ratio to periods prior to PPP, as no allowance for loan losses has been allocated to PPP loans since they are guaranteed by the Small Business Administration. The decline in our allowance for loan losses as a percentage of gross loans outstanding was primarily due to improving economic conditions and a decrease in our classified loan totals.

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As of September 30, 2022 and December 31, 2021, approximately $16.2 million and $18.0 million, respectively, of loans were considered classified and assigned a risk rating of special mention, substandard or doubtful. These ratings indicate that these loans were identified as potential problem loans having more than normal risk and raised doubts as to the ability of the borrowers to comply with present loan repayment terms. Even though borrowers were experiencing moderate cash flow problems as well as some deterioration in collateral value, management believed the allowance was sufficient to cover the risks and probable incurred losses related to such loans at September 30, 2022 and December 31, 2021, respectively.

Loans past due 30-89 days and still accruing interest totaled $657,000, or 0.09% of gross loans, at September 30, 2022, compared to $2.0 million, or 0.30% of gross loans, at December 31, 2021. At September 30, 2022, $4.8 million in loans were on non-accrual status, or 0.68% of gross loans, compared to $5.2 million, or 0.79% of gross loans, at December 31, 2021. Non-accrual loans consist of loans 90 or more days past due and certain impaired loans. There were no loans 90 days delinquent and accruing interest at September 30, 2022 or December 31, 2021. Our impaired loans totaled $5.7 million at September 30, 2022 compared to $6.7 million at December 31, 2021. The difference in the Company’s non-accrual loan balances and impaired loan balances at September 30, 2022 and December 31, 2021 was related to TDRs that were accruing interest but still classified as impaired.

At September 30, 2022, the Company had seven loan relationships consisting of 11 outstanding loans that were previously classified as TDRs. No loans were classified as TDRs during the three or nine months ending September 30, 2022. During the second quarter of 2022, a $7,000 commercial loan paid off after being classified as a TDR in 2018. During the first quarter of 2022, two construction and land loans totaling $599,000 were paid off. These loans were originally classified as TDRs in 2012. A commercial loan totaling $32,000 was paid off in the first quarter of 2022 after being classified as a TDR in the first quarter of 2021. An agriculture loan totaling $250,000 was also paid off in the first quarter of 2022 after being classified as a TDR in the third quarter of 2021. During the three and nine months ended September 30, 2021, an agriculture loan paid off that was previously classified as a TDR in 2016. During the nine months ended September 30, 2021, a commercial loan relationship consisting of five loans was modified after originally being classified as a TDR in 2020. The borrower liquidated some of the collateral securing the loans and refinanced the remaining balance of $479,000 into one loan which retained a TDR classification.

As part of our credit risk management, we continue to manage the loan portfolio to identify problem loans and have placed additional emphasis on commercial real estate and construction and land relationships. We are working to resolve the remaining problem credits or move the non-performing credits out of the loan portfolio. During the first nine months of 2022, two commercial real estate properties were sold resulting in a gain of $114,000. At September 30, 2022, we had $1.3 million of real estate owned compared to $2.6 million at December 31, 2021. As of September 30, 2022, real estate owned primarily consisted of commercial buildings, undeveloped land and residential real estate properties. The Company is currently marketing all of the remaining properties in real estate owned.

Liability Distribution. Our primary ongoing sources of funds are deposits, FHLB borrowings, proceeds from principal and interest payments on loans and investment securities and proceeds from the sale of mortgage loans and investment securities. While maturities and scheduled amortization of loans are a predictable source of funds, deposit flows and mortgage prepayments are greatly influenced by general interest rates and economic conditions. We experienced a decrease of $31.3 million in total deposits during the first nine months of 2022, to $1.1 billion at September 30, 2022. The decrease in deposits was primarily due to a seasonal decline in public funds accounts.

Non-interest-bearing deposits at September 30, 2022, were $347.9 million, or 31.1% of deposits, compared to $350.0 million, or 30.5% of deposits, at December 31, 2021. Money market and checking deposit accounts were 45.2% of our deposit portfolio and totaled $505.0 million at September 30, 2022, compared to $536.9 million, or 46.8% of deposits, at December 31, 2021. Savings accounts increased to $171.0 million, or 15.3% of deposits, at September 30, 2022, from $155.5 million, or 13.5% of deposits, at December 31, 2021. Certificates of deposit totaled $93.2 million, or 8.4% of deposits, at September 30, 2022, compared to $106.1 million, or 9.2% of deposits, at December 31, 2021.

Certificates of deposit at September 30, 2022, scheduled to mature in one year or less totaled $77.6 million. Historically, maturing deposits have generally remained with the Bank, and we believe that a significant portion of the deposits maturing in one year or less will remain with us upon maturity in some type of deposit account.

Total borrowings increased $83.8 million to $112.9 million at September 30, 2022, from $29.1 million at December 31, 2021. The increase in total borrowings was due to an increase in Federal Home Loan Bank borrowings and other borrowings. The increase in borrowings was due to funding the acquisition of Freedom Bancshares, Inc. and to offset the decline in deposits.

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Cash Flows. During the nine months ended September 30, 2022, our cash and cash equivalents decreased by $140.0 million. Our operating activities provided net cash of $14.5 million during the first nine months of 2022 primarily as a result of net earnings. Our investing activities used net cash of $202.8 million during the first nine months of 2022, primarily due to loan growth and the purchase of investment securities. Financing activities provided net cash of $48.3 million during the first nine months of 2022, primarily as a result of an increase in borrowings.

Liquidity. Our most liquid assets are cash and cash equivalents and investment securities available-for-sale. The levels of these assets are dependent on the operating, financing, lending and investing activities during any given year. These liquid assets totaled $542.2 million at September 30, 2022 and $577.3 million at December 31, 2021. During periods in which we are not able to originate a sufficient amount of loans and/or periods of high principal prepayments, we generally increase our liquid assets by investing in short-term, high-grade investments or holding higher balances of cash and cash equivalents. The higher balances of cash and cash equivalents are primarily held in our Federal Reserve account.

Liquidity management is both a daily and long-term function of our strategy. Excess funds are generally invested in short-term investments. Excess funds are typically generated as a result of increased deposit balances, while uses of excess funds are generally deposit withdrawals and loan advances. In the event we require funds beyond our ability to generate them internally, additional funds are generally available through the use of FHLB advances, a line of credit with the FHLB, other borrowings or through sales of investment securities. At September 30, 2022, we had $74.9 million against our line of credit with the FHLB. At September 30, 2022, we had collateral pledged to the FHLB that would allow us to borrow $45.9 million, subject to FHLB credit requirements and policies. At September 30, 2022, we had no borrowings through the Federal Reserve discount window, while our borrowing capacity with the Federal Reserve was $64.6 million. We also have various other federal funds agreements, both secured and unsecured, with correspondent banks totaling approximately $30.0 million in available credit under which we had no outstanding borrowings at September 30, 2022. At September 30, 2022, we had subordinated debentures totaling $21.7 million and $6.3 million of repurchase agreements. At September 30, 2022, the Company had no borrowings against a $5.0 million line of credit from an unrelated financial institution maturing on November 1, 2023, with an interest rate that adjusts daily based on the prime rate less 0.50%. This line of credit has covenants specific to capital and other financial ratios, which the Company was in compliance with at September 30, 2022. The Company also borrowed $10.0 million from the same unrelated financial institution at a fixed rate of 6.15%. This borrowing matures on September 1, 2027 and requires quarterly principal and interest payments. The $10.0 million borrowings was used to fund part of the acquisition of Freedom Bancshares, Inc.

Off Balance Sheet Arrangements. As a provider of financial services, we routinely issue financial guarantees in the form of financial and performance standby letters of credit. Standby letters of credit are contingent commitments issued by us generally to guarantee the payment or performance obligation of a customer to a third party. While these standby letters of credit represent a potential outlay by us, a significant amount of the commitments may expire without being drawn upon. We have recourse against the customer for any amount the customer is required to pay to a third party under a standby letter of credit. The letters of credit are subject to the same credit policies, underwriting standards and approval process as loans made by us. Most of the standby letters of credit are secured, and in the event of nonperformance by the customers, we have the right to the underlying collateral, which could include commercial real estate, physical plant and property, inventory, receivables, cash and marketable securities. The contract amount of these standby letters of credit, which represents the maximum potential future payments guaranteed by us, was $2.2 million at September 30, 2022.

At September 30, 2022, we had outstanding loan commitments, excluding standby letters of credit, of $142.0 million. We anticipate that sufficient funds will be available to meet current loan commitments. These commitments consist of unfunded lines of credit and commitments to finance real estate loans.

Capital. Current regulatory capital regulations require financial institutions (including banks and bank holding companies) to meet certain regulatory capital requirements. The Company and the Bank are subject to the Basel III Rules that implemented the Basel III regulatory capital reforms from the Basel Committee on Banking Supervision and certain changes required by the Dodd-Frank Wall Street Reform and Consumer Protection Act. The Basel III Rules are applicable to all U.S. banks that are subject to minimum capital requirements, as well as to bank and savings and loan holding companies other than “small bank holding companies” (generally, non-public bank holding companies with consolidated assets of less than $3.0 billion).

The Basel III Rules require a common equity Tier 1 capital to risk-weighted assets minimum ratio of 4.5%, a Tier 1 capital to risk-weighted assets minimum ratio of 6.0%, a Total Capital to risk-weighted assets minimum ratio of 8.0%, and a Tier 1 leverage minimum ratio of 4.0%. A capital conservation buffer, equal to 2.5% common equity Tier 1 capital, is also established above the regulatory minimum capital requirements (other than the Tier 1 leverage ratio). As of September 30, 2022 and December 31, 2021, the Bank met the requirements to be “well capitalized,” which is the highest rating available under the regulatory capital regulations framework for prompt corrective action. Management believed that as of September 30, 2022, the Company and the Bank met all capital adequacy requirements to which we are subject.

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Dividends. During the quarter ended September 30, 2022, we paid a quarterly cash dividend of $0.21 per share to our stockholders.

The payment of dividends by any financial institution or its holding company is affected by the requirement to maintain adequate capital pursuant to applicable capital adequacy guidelines and regulations. In addition, under the Basel III Rules, financial institutions have to maintain 2.5% in common equity Tier 1 capital attributable to the capital conservation buffer in order to pay dividends and make other capital distributions. As described above, the Bank exceeded its minimum capital requirements under applicable guidelines as of September 30, 2022. The National Bank Act imposes limitations on the amount of dividends that a national bank may pay without prior regulatory approval. Generally, the amount is limited to the bank’s current year’s net earnings plus the adjusted retained earnings for the two preceding years. As of September 30, 2022, approximately $8.5 million was available to be paid as dividends to the Company by the Bank without prior regulatory approval.

Additionally, our ability to pay dividends is limited by the subordinated debentures that are held by three business trusts that we control. Interest payments on the debentures must be paid before we pay dividends on our capital stock, including our common stock. We have the right to defer interest payments on the debentures for up to 20 consecutive quarters. However, if we elect to defer interest payments, all deferred interest must be paid before we may pay dividends on our capital stock.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

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

We have been successful in meeting the interest rate sensitivity objectives set forth in our policy. Simulation models are prepared to determine the impact on net interest income for the coming twelve months, including one using interest rates as of the forecast date, and forecasting volumes for the twelve-month projection. This position is then subjected to a shift in interest rates of 100, 200 and 300 basis points with an impact to our net interest income on a one-year horizon as follows:

	As of September 30, 2022						As of December 31, 2021
Scenario	Dollar change in net interest income ($000’s)			Percent change in net interest income			Dollar change in net interest income ($000’s)			Percent change in net interest income
300 basis point rising	$	(2,534	)		(6.0	%)	$	3,356			9.9	%
200 basis point rising	$	(1,738	)		(4.1	%)	$	2,234			6.6	%
100 basis point rising	$	(951	)		(2.2	%)	$	1,157			3.4	%
100 basis point falling	$	165			0.4	%	$	(845	)		(2.5	%)
200 basis point falling	$	(991	)		(2.3	%)		NM			NM
300 basis point falling	$	(2,742	)		(2.4	%)		NM			NM

The 200 basis point falling scenario was considered to be not meaningful (“NM”) as of December 31, 2021.

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Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995

Forward-Looking Statements

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

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

	●	The effects of changes in interest rates (including the effects of changes in the rate of prepayments of our assets) and the policies of the Federal Reserve including on our net interest income and the value of our security portfolio.
	●	The strength of the United States economy in general and the strength of the local economies in which we conduct our operations, including the effects of inflationary pressures and supply chain constraints on such economies, which may be less favorable than expected and may result in, among other things, a deterioration in the credit quality and value of our assets.
	●	The economic impact of past and any future terrorist attacks, acts of war, including the current conflict in Ukraine, or threats thereof, and the response of the United States to any such threats and attacks.
	●	The effects of, and changes in, federal, state and local laws, regulations and policies affecting banking, securities, consumer protection, insurance, tax, trade and monetary and financial matters.
	●	Our ability to compete with other financial institutions due to increases in competitive pressures in the financial services sector.
	●	Our inability to obtain new customers and to retain existing customers.
	●	The timely development and acceptance of products and services.
	●	Technological changes implemented by us and by other parties, including third-party vendors, which may be more difficult to implement or more expensive than anticipated or which may have unforeseen consequences to us and our customers.
	●	Our ability to develop and maintain secure and reliable electronic systems.
	●	The effectiveness of our risk management framework.
	●	The occurrence of fraudulent activity, breaches or failures of our information security controls or cybersecurity-related incidents and our ability to identify and address such incidents.
	●	Interruptions involving our information technology and telecommunications systems or third-party servicers.
	●	Changes in and uncertainty related to the availability of benchmark interest rates used to price our loans and deposits, including the expected elimination of LIBOR and the development of a substitute.
	●	The effects of severe weather, natural disasters, widespread disease or pandemics (including the COVID-19 pandemic), and other external events.
	●	Our ability to retain key executives and employees and the difficulty that we may experience in replacing key executives and employees in an effective manner.
	●	Consumer spending and saving habits which may change in a manner that affects our business adversely.
	●	Our ability to successfully integrate acquired businesses and future growth.
	●	The costs, effects and outcomes of existing or future litigation.
	●	Changes in accounting policies and practices, as may be adopted by state and federal regulatory agencies and the FASB, such as the implementation of CECL.
	●	Our ability to effectively manage our credit risk.
	●	Our ability to forecast probable loan losses and maintain an adequate allowance for loan losses.
	●	The effects of declines in the value of our investment portfolio.
	●	Our ability to raise additional capital if needed.
	●	The effects of declines in real estate markets.
	●	The effects of fraudulent activity on the part of our employees, customers, vendors, or counterparties.

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These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. Additional information concerning us and our business, including other factors that could materially affect our financial results, is included in our filings with the Securities and Exchange Commission, including the “Risk Factors” section in our Annual Report on Form 10-K for the year ended December 31, 2021 filed on March 22, 2022.

ITEM 4. CONTROLS AND PROCEDURES

An evaluation was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of September 30, 2022. Based on that evaluation, the Company’s management, including the Chief Executive Officer and Chief Financial Officer, concluded that the Company’s disclosure controls and procedures were effective as of September 30, 2022 to ensure that the information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act was recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

There were no changes in the Company’s internal control over financial reporting during the quarter ended September 30, 2022 that materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

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PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

ITEM 1A. RISK FACTORS

There have been no material changes in the risk factors set forth under Part I, Item 1A “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

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

The following table provides information about purchases by the Company during the quarter ended September 30, 2022, of the Company’s equity securities that are registered by the Company pursuant to Section 12 of the Exchange Act:

Period	Total number of shares purchased		Average price paid per share		Total number of shares purchased as part of publicly announced plans (1)		Maximum number of shares that may yet be purchased under the plans (1)

July 1-31, 2022		5,931	$	25.08		5,931		199,956
August 1-31, 2022		4,527		25.61		4,527		195,429
September 1-30, 2022		9,233		25.66		9,233		186,196
Total		19,691	$	25.47		19,691		186,196

(1) In March 2020, our Board of Directors approved a stock repurchase plan, permitting us to repurchase up to 225,890 shares. Unless terminated earlier by resolution of the Board of Directors, the stock repurchase plan will expire when we have repurchased all shares authorized for repurchase thereunder. As of September 30, 2022, there were 186,196 shares remaining to repurchase under the March 2020 Repurchase Program.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

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ITEM 6. EXHIBITS

	Exhibit 2.1	Agreement and Plan of Merger, dated as of June 28, 2022, by and among Landmark Bancorp, Inc., LARK Investment Corporation and Freedom Bancshares, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s report on Form 8-K filed with the SEC on June 28, 2022 (SEC file no. 000-33203))
	Exhibit 3.1	Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s transition report on Form 10-K filed with the SEC on March 29, 2002 (SEC file no. 000-33203))
	Exhibit 3.2	Certificate of Amendment of the Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.2 to the Company’s report on Form 10-K filed with the SEC on March 29, 2013 (SEC file no. 000-33203))
	Exhibit 3.3	Bylaws (incorporated by reference to Exhibit 3.3 to the Company’s Form S-4 filed with the SEC on June 7, 2001 (SEC file no. 333-62466))
	Exhibit 10.1	Change in Terms Agreement and Promissory Note, dated September 29, 2022, between Landmark Bancorp, Inc. and First National Bank of Omaha
	Exhibit 31.1	Certificate of Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a)
	Exhibit 31.2	Certificate of Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a)
	Exhibit 32.1	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
	Exhibit 32.2	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
	Exhibit 101	Interactive data files pursuant to Rule 405 of Regulation S-T formatted in Inline XBRL: (i) Consolidated Balance Sheets as of September 30, 2022 and December 31, 2021; (ii) Consolidated Statements of Earnings for the three and nine months ended September 30, 2022 and September 30, 2021; (iii) Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2022 and September 30, 2021; (iv) Consolidated Statements of Stockholders’ Equity for the three and nine months ended September 30, 2022 and September 30, 2021; (v) Consolidated Statements of Cash Flows for the nine months ended September 30, 2022 and September 30, 2021; and (vi) Notes to Consolidated Financial Statements
	Exhibit 104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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SIGNATURES

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

		LANDMARK BANCORP, INC.

Date: November 10, 2022		/s/ Michael E. Scheopner
		Michael E. Scheopner
		President and Chief Executive Officer
		(Principal Executive Officer)

Date: November 10, 2022		/s/ Mark A. Herpich
		Mark A. Herpich
		Vice President, Secretary, Treasurer
		and Chief Financial Officer
		(Principal Financial and Accounting Officer)