<Page> 1 LANDMARK BANCSHARES, INC. Consolidated Statements of Financial Condition (unaudited) <Table> <Caption> June 30, 2001 September 30, 2000 ------------- ------------------ ASSETS Cash and due from banks: Non-interest bearing $ 1,054,410 $ 1,335,431 Interest bearing 7,382,825 3,754,540 -------------- ------------------ Total cash and due from banks 8,437,235 5,089,971 Time deposits in other financial institutions 234,957 281,771 Investment securities held-to-maturity 0 28,666,885 Investment securities available-for-sale 25,931,028 9,587,607 Mortgage-backed securities held-to-maturity 0 10,112,018 Mortgage-backed securities available-for-sale 17,867,936 0 Loans receivable, net 148,074,477 182,659,647 Loans held-for-sale 3,251,014 8,854,493 Accrued income receivable 1,414,111 1,641,904 Foreclosed assets, net 665,622 170,724 Office properties and equipment, net 1,479,941 1,635,170 Prepaid expenses and other assets 2,417,180 1,666,882 Income taxes receivable, current 0 99,217 Deferred income taxes 0 209,686 -------------- ------------------ TOTAL ASSETS $ 209,773,501 $ 250,675,975 ============== ================== LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities: Deposits $ 153,021,402 $ 165,325,440 Advances and other borrowings from Federal Home Loan Bank 26,000,000 57,000,000 Advances from borrowers for taxes and insurance 1,285,450 2,337,045 Accrued expenses and other liabilities 3,774,956 2,351,486 Income taxes: Current 45,792 0 Deferred 235,708 -------------- ------------------ TOTAL LIABILITIES 184,363,308 227,013,971 -------------- ------------------ Stockholders' Equity: Preferred Stock, no par value; 5,000,000 shares authorized; none issued Common Stock, $0.10 par value; 10,000,000 shares authorized; 2,281,312 shares issued 228,131 228,131 Additional paid-in capital 22,393,181 22,475,208 Retained income, substantially restricted 25,398,269 24,022,616 Accumulated other comprehensive income (loss) 614,623 (110,594) Unamortized stock acquired by Employee Stock Ownership Plan (418,963) (418,963) Treasury Stock, at cost, 1,188,874 shares at June 30, 2001 and 1,173,938 shares at September 30, 2000 (22,805,048) (22,534,394) -------------- ------------------ Total Stockholders' Equity 25,410,193 23,662,004 -------------- ------------------ TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 209,773,501 $ 250,675,975 ============== ================== <Page> 2 LANDMARK BANCSHARES, INC. Consolidated Statements of Income <Table> <Caption> Three Months Ended June 30 Nine Months Ended June 30 2001 2000 2001 2000 (unaudited) (unaudited) INTEREST INCOME Interest on loans $ 3,228,067 $ 3,719,836 $ 10,613,492 $ 10,896,544 Interest and dividends on investment securities 459,273 650,542 1,497,215 2,012,797 Interest on mortgage-backed securities 404,837 188,764 734,649 586,206 ------------ ------------ ------------ ------------ Total interest income 4,092,177 4,559,142 12,845,356 13,495,547 ------------ ------------ ------------ ------------ INTEREST EXPENSE Deposits 1,932,182 1,788,288 6,049,640 5,440,149 Borrowed funds 422,404 1,068,290 1,826,158 2,729,216 ------------ ------------ ------------ ------------ Total interest expense 2,354,586 2,856,578 7,875,798 8,169,365 ------------ ------------ ------------ ------------ Net interest income 1,737,591 1,702,564 4,969,558 5,326,182 PROVISION FOR LOSSES ON LOANS 15,000 135,000 105,000 365,000 ------------ ------------ ------------ ------------ Net interest income after provision for losses 1,722,591 1,567,564 4,864,558 4,961,182 ------------ ------------ ------------ ------------ NON-INTEREST INCOME Service charges and late fees 107,526 118,299 340,406 336,591 Net gain on sale of trading investments 0 0 43,618 0 Net gain on sale of available-for-sale investments 283,290 12,352 453,701 55,635 Net gain on sale of loans 197,120 41,478 575,891 133,691 Service fees on loans sold (7,274) 11,406 8,538 52,454 Other income 26,226 67,816 77,676 123,780 ------------ ------------ ------------ ------------ Total non-interest income 606,888 251,351 1,499,830 702,151 ------------ ------------ ------------ ------------ NON-INTEREST EXPENSE Compensation and related expenses 613,891 565,114 1,878,837 1,704,996 Occupancy expense 62,472 68,341 195,157 193,140 Advertising 14,005 20,774 52,946 75,308 Federal insurance premium 26,472 12,407 75,766 83,387 Loss (gain) from real estate operations 2,657 24,444 10,572 29,957 Data processing 34,669 32,657 110,775 132,914 Other expense 255,970 243,113 755,101 774,265 ------------ ------------ ------------ ------------ Total non-interest expense 1,010,136 966,850 3,079,154 2,993,967 ------------ ------------ ------------ ------------ Income before income taxes and cumulative effect on prior years of accounting change 1,319,343 852,065 3,285,234 2,669,366 INCOME TAXES EXPENSES 488,250 340,600 1,220,794 1,066,900 ------------ ------------ ------------ ------------ Net income before cumulative effect on prior years of accounting change 831,093 511,465 2,064,440 1,602,466 CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING FOR DERIVATIVE FINANCIAL INSTRUMENTS, NET OF INCOME TAX BENEFIT OF $125,144 0 0 (214,553) 0 ------------ ------------ ------------ ------------ Net income $ 831,093 $ 511,465 $ 1,849,887 $ 1,602,466 ============ ============ ============ ============ <Page> 3 LANDMARK BANCSHARES, INC. Consolidated Statements of Income Continued <Table> <Caption> Three Months Ended June 30 Nine Months Ended June 30 2001 2000 2001 2000 (unaudited) (unaudited) -------------------------- ------------------------- Basic earnings per share - ------------------------ Earnings before cumulative effect of change in accounting for derivative financial instruments $0.79 $0.46 $1.95 $1.48 Cumulative effect of change in accounting for derivative financial instruments $0.00 $0.00 ($0.20) $0.00 ------------- ------------ ---------- -------- Net income $0.79 $0.46 $1.75 $1.48 ============= ============ ========== ======== Diluted earnings per share - -------------------------- Earnings before cumulative effect of change in accounting for derivative financial instruments $0.73 $0.44 $1.81 $1.37 Cumulative effect of change in accounting for derivative financial instruments $0.00 $0.00 ($0.18) $0.00 ------------- ------------ ---------- -------- Net income $0.73 $0.44 $1.63 $1.37 ============= ============ ========== ======== Dividends per share $0.15 $0.15 $0.45 $0.45 - ------------------- <Page> 4 LANDMARK BANCSHARES, INC. Consolidated Statements of Comprehensive Income <Table> <Caption> Three Months Ended Nine Months Ended June 30 June 30 2001 2000 2001 2000 (Unaudited) (Unaudited) (Unaudited) (Unaudited) ----------- ---------- ----------- ----------- Net income $ 831,093 $ 511,465 $ 1,849,887 $ 1,602,466 ----------- ---------- ----------- ----------- Other comprehensive income, net of tax: Unrealized gains (losses) on securities: Cumulative effect of change in accounting for financial instruments 0 0 (719,863) 0 Unrealized holding gains (losses) arising during the period 168,240 83,523 1,758,391 (239,485) Less: reclassification adjustment for gains included in net income (178,473) (7,411) (313,311) (33,381) ----------- ---------- ----------- ----------- Total other comprehensive income (10,233) 76,112 725,217 (272,866) ----------- ---------- ----------- ----------- Comprehensive income $ 820,860 $ 587,577 $ 2,575,104 $ 1,329,600 =========== ========== =========== =========== <Page> 5 LANDMARK BANCSHARES, INC. Consolidated Statements of Cash Flows <Table> <Caption> Nine Months Ended June 30 2001 2000 (unaudited) (unaudited) CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 1,849,887 $ 1,602,464 Adjustments to reconcile net income to net cash provided (used) by operating activities: Cumulative effect of change in accounting for financial instruments 214,553 0 Amortization of mortgage servicing rights (229,450) 0 Depreciation 158,443 173,676 Realized gain on sale of investment securities available-for-sale (453,701) (55,635) Decrease (increase) in accrued interest receivable 219,436 402 Increase (decrease) in income taxes 590,405 (10,653) Increase (decrease) in accounts payable and accrued expenses 1,448,680 (656,969) Amortization of premiums and discounts on investments and loans, net (48,087) (14,816) Provision for losses on loans and investments 105,000 365,000 Net change in trading securities 9,642,188 0 Other non-cash items, net (429,962) (2,808) Sale of loans held-for-sale 28,225,069 6,820,415 Gain on sale of loans held-for-sale (575,891) (133,691) Origination of loans held-for-sale (22,029,418) (5,533,026) Purchase of loans held-for-sale (36,000) (771,400) ------------ ------------ Net cash provided by operating activities $ 18,651,152 $ 1,782,959 ------------ ------------ CASH FLOWS FROM INVESTING ACTIVITIES Loan originations and principal collections, net $ 17,699,407 $ 1,220,212 Loans purchased for investment (1,809,650) (13,224,384) Principal repayments on mortgage-backed securities 0 2,507,729 Principal repayments on available-for-sale mortgage-backed securities 3,652,490 0 Acquisition of investment securities available-for-sale (6,610,000) (675,000) Proceeds from sale of investment securities available-for-sale 16,527,335 3,177,693 Proceeds from maturities or calls of investment securities held to maturity 0 200,000 Net (increase) decrease in time deposits 56,834 0 Proceeds from sale of foreclosed assets 280,850 263,936 Acquisition of fixed assets (3,214) (92,382) ------------ ------------ Net cash provided (used) by investing activities $ 29,794,052 $ (6,622,196) ------------ ------------ <Page> 6 LANDMARK BANCSHARES, INC. Consolidated Statements of Cash Flows (Continued) <Table> <Caption> Nine Months Ended June 30 2001 2000 (unaudited) (unaudited) ----------------- -------------- CASH FLOWS FROM FINANCING ACTIVITIES Net increase (decrease) in deposits $ (12,304,038) $ (10,084,976) Net increase (decrease) in escrow accounts (1,049,012) (447,313) Proceeds from FHLB advances and other borrowings 203,000,000 130,500,000 Repayment of FHLB advances and other borrowings (234,000,000) (115,500,000) Purchase of treasury stock (270,654) 514,503 Dividends paid (474,236) (486,912) ------------- ------------- Net cash provided (used) by financing activities (45,097,940) 4,495,302 ------------- ------------- Net increase (decrease) in cash and cash equivalents 3,347,264 (343,935) Cash and cash equivalents at beginning of period 5,089,971 5,975,730 ------------- ------------- Cash and cash equivalents at end of period $ 8,437,235 $ 5,631,795 ============= ============= SUPPLEMENTAL DISCLOSURES Cash paid during the year for: Interest on deposits, advances, and other borrowings $ 8,262,790 $ 8,559,182 Income taxes 1,132,640 930,390 Transfers from loans to real estate acquired through foreclosure 870,799 520,782 Exchanged loans receivable for mortgage-backed securities 17,945,036 0 Cumulative effect of change in accounting for financial investments: Transfer of held-to-maturity securities to trading investments 9,642,188 0 Transfer of held-to-maturity securities to available-for-sale 27,657,273 0 <Page> 7 LANDMARK BANCSHARES, INC. PART I - FINANCIAL INFORMATION ITEM 1. - FINANCIAL STATEMENTS NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. BASIS OF PRESENTATION The accompanying unaudited financial statements were prepared in accordance with the requirements for interim financial statements contained in SEC regulation S-X and, accordingly, do not include all information and disclosures necessary to present financial condition, results of operations and cash flows of Landmark Bancshares, Inc. (the "Company") and its wholly-owned subsidiary Landmark Federal Savings Bank (the "Bank") in conformity with generally accepted accounting principles. However, all normal recurring adjustments have been made which, in the opinion of management, are necessary for the fair presentation of the financial statements. The results of operation for the three and nine months ended June 30, 2001 are not necessarily indicative of the results which may be expected for the fiscal year ending September 30, 2001, or an other future interim period. 2. LIQUIDATION ACCOUNT On March 28, 1994, the Bank segregated and restricted $15,144,357 of retained earnings in a liquidation account for the benefit of eligible savings account holders who continue to maintain their accounts at the bank after the conversion of the bank from mutual to stock form. In the event of a complete liquidation of the Bank, and only in such event, each eligible account holder will be entitled to receive a distribution from the liquidation account in an amount proportionate to the current adjusted balances of all qualifying deposits then held. The liquidation account will be reduced annually at September 30th to the extent that eligible account holders have reduced their qualifying deposits. 3. INVESTMENTS AND MORTGAGE - BACKED SECURITIES A summary of the Bank's carrying values of investments and mortgage - backed securities as of June 30, 2001 and September 30, 2000, is as follows: <Table> <Caption> June 30, 2001 September 30,2000 ------------- ----------------- Investment Securities: Held to maturity: Government Agency Securities $ 0 $27,481,885 Municipal Obligations 0 1,185,000 Other 0 0 ----------- ----------- $ 0 $28,666,885 =========== =========== Available for sale: Common Stock 9,515,693 3,643,607 Stock in Federal Home Loan Bank 3,785,000 3,800,000 Government Agency Securities 11,457,490 0 Municipal Obligations 1,013,720 0 Other 159,125 2,144,000 ----------- ----------- $25,931,028 $ 9,587,607 =========== =========== Mortgage - Backed Securities: Held to Maturity: FNMA - Arms 0 4,985,758 FHLMC - Arms 0 1,461,099 FHLMC - Fixed Rate 0 49,505 CMO Government Agency 0 2,363,257 CMO Private Issue 0 903,288 FNMA - Fixed Rate 0 305,495 GNMA - Fixed Rate 0 43,616 ----------- ----------- $ 0 $10,112,018 =========== =========== </Table> <Page> 8 INVESTMENTS AND MORTGAGE - BACKED SECURITIES -- CONTINUED <Table> <Caption> June 30, 2001 September 30, 2000 Available for sale: FNMA - Arms 3,734,268 0 FHLMC - Arms 1,232,502 0 FHLMC - Fixed Rate 10,577,030 0 CMO Government Agency 1,412,388 0 CMO Private Issue 635,581 0 FNMA - Fixed Rate 258,742 0 GNMA - Fixed Rate 17,425 0 ----------- ------------- $17,867,936 $ 0 =========== ============= </Table> <Page> 9 4. LOAN RECEIVABLE, NET A summary of the Bank's loans receivable at June 30, 2001 and September 30, 2000, is as follows: <Table> <Caption> Accruing Interest Interest Should June 30 Past 90 Collected Have Been Collected 2001 Non-Accrual* Days Non-Accrual*** Non-Accrual**** -------------- ------------- ------------- --------------- -------------------- Real Estate loans: Residential $112,768,982 $ 49,194 $ 902 $ 995 Construction 2,297,266 Commercial 10,248,412 Second mortgage 9,611,949 Commercial loans 7,399,604 Consumer 7,213,063 4,076 76 -------------- ------------- ------------- --------------- -------------------- Gross loans 149,539,276 4,076 49,194 902 1,071 Less: Net deferred loan fees, premiums and discounts (56,200) Allowance for Loan Losses (1,408,599) -------------- ------------- ------------- --------------- -------------------- Total loans, net $148,074,477 $ 4,076 $ 49,194 $ 902 $ 1,071 ============== ============= ============= =============== ==================== </Table> <Table> <Caption> Accruing September 30 Past 90 2000 Non-Accrual* Days** -------------- ------------- --------------- Real estate loans: Residential $147,514,858 $ 661,810 $ 313,729 Construction 857,486 Commercial 9,331,198 Second mortgage 10,403,434 Commercial loans 7,033,573 Consumer 9,050,233 75,645 -------------- ------------- --------------- Gross loans 184,190,782 737,455 313,729 Less: Net deferred loan fees, premiums and discounts (154,428) Allowance for Loan Losses (1,376,707) -------------- ------------- --------------- Total loans, net $182,659,647 $ 737,455 $ 313,729 ============== ============= =============== </Table> The Company has no foreign loans, or loans defined as, "troubled debt restructurings" in Financial Accounting Standards No.15. * Loans accounted for on a non-accrual basis ** Accruing loans which are contractually past due 90 days or more as to principal or interest payments. *** The amount of interest income on non-accrual loans that was included in income for the period. **** The gross interest income that would have been recorded in the period if the loans had been current in accordance with the original terms and had been outstanding throughout the period or since origination, if held for part of the period. A summary of the Bank's allowance for loan losses for the three and nine months ended June 30, 2001 and 2000, is as follows: <Table> <Caption> Three Months Ended Nine Months Ended June 30 June 30 2001 2000 2001 2000 ---------------- ---------------- ---------------- ----------------- Balance Beginning $ 1,410,591 $ 1,424,205 $ 1,376,707 $ 1,317,676 Provisions Charged to Operations 15,000 135,000 105,000 365,000 Loans Charged Off Net of Recoveries (16,992) (13,443) (73,108) (136,914) ---------------- ---------------- ---------------- ----------------- Balance Ending $ 1,408,599 $ 1,545,762 $ 1,408,599 $ 1,545,762 ================ ================ ================ ================= <Page> 10 The allowance for loan losses is increased by charges to income and decreased by charge-offs (net of recoveries). Management's periodic evaluation of the adequacy of the allowance is based on the Bank's past loan loss experience, known and inherent risks in the portfolio, adverse situations that may affect the borrower's ability to repay, the estimated value of any underlying collateral, the current level of non-performing assets and current economic conditions. This evaluation is inherently subjective as it requires estimates that are susceptible ot significant revision as more information becomes available. The Bank has enjoyed a significant reduction in charged off loans, net of recoveries, from FYE September 30, 1999 to June 30, 2001. <Table> <Caption> Nine Months FYE FYE June 30 September 30 September 30 2001 2000 1999 ------------ ------------- ------------- Loans charged off Net of Recoveries $73,108 $207,939 $604,077 ============ ============= ============= </Table> The decrease is due to improvements in the asset quality of the consumer loan portfolio. Management, through its Asset Liability Committee, quarterly performs an analytical review of the loan provision to insure the allowance for loan loss is in compliance with policy. Based upon this analytical review and the improvement of the asset quality of the consumer loan portfolio, management has concluded the additions to the Allowance for Loan Losses account are adequate for the current fiscal year. 5. FORECLOSED ASSETS - NET Real Estate owned or in judgment and other repossessed property: <Table> <Caption> June 30, 2001 September 30, 2000 -------------- ------------------ Real Estate Acquired by Foreclosure $ 0 $ 130,000 Real Estate Loans in Judgement and Subject to Redemption 623,095 40,724 Other Repossessed Assets 42,527 0 ------------- ------------- Total Foreclosed Assets - Net $ 665,622 $ 170,724 ============= ============= </Table> 6. FINANCIAL INSTRUMENTS The Bank is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financial needs of its customers and to reduce its own exposure to fluctuations in interest rates. The financial instruments include commitments to extend credit and commitments to sell loans. The instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the statement of financial condition. The contract, or notional amounts of those instruments, reflects the extent of involvement the Bank has in particular classes of financial instruments. The Bank's exposure to credit loss in the event of non-performance by the other party to the financial instrument for loan commitments is represented by the contractual or notional amount of those instruments. The Bank uses the same credit policies in making commitments as it does for on-balance-sheet instruments. On June 30, 2001, the Bank had outstanding commitments to fund real estate loans of $2,292,051. Of the commitments outstanding, $2,017,801 were for fixed rate loans at rates of 6.850% to 9.500%. Commitments for adjustable rate loans amount to $274,250 with initial rates of 7.375% to 9.000%. Outstanding loan commitments to sell as of June 30, 2001 were $1,827,950. The Bank had outstanding commercial loan commitments of $2,385,000 with initial rates of 8.000% to 8.500%, at June 30, 2001. <Page> 11 7. EARNINGS PER SHARE Basic earnings per share (EPS) is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock (potential common stock) were exercised or converted to common stock. For periods presented potential common stock includes outstanding stock options and nonvested stock awarded under the management stock bonus plan. Earnings per share for the three and nine months ended June 30, 2001 and 2000, were determined as follows: STATEMENT REGARDING COMPUTATION OF EARNINGS PER SHARE <Table> <Caption> Basic Earnings Per Share --------------------------------------------------------- Three months ended Nine months ended June 30 June 30 2001 2000 2001 2000 ------------ ------------- ------------ ----------- Weighted average common shares outstanding net of treasury shares 1,092,438 1,152,393 1,095,820 1,137,739 Average unallocated ESOP shares (35,015) (48,703) (38,437) (52,125) ------------ ------------- ------------ ----------- Weighted Average Shares for Basic EPS 1,057,423 1,103,690 1,057,383 1,085,614 ============ ============= ============ =========== Net Income before cumulative effect of accounting change $ 831,093 $ 511,465 $ 2,064,440 $ 1,602,466 ============ ============= ============ =========== Net Income $ 831,093 $ 511,465 $ 1,849,887 $ 1,602,466 ============ ============= ============ =========== Earnings per share amount before cumulative effect of change in accounting for financial instruments $ 0.79 $ 0.46 $ 1.95 $ 1.48 ============ ============= ============ =========== Earnings Per Share $ 0.79 $ 0.46 $ 1.75 $ 1.48 ============ ============= ============ =========== </Table> <Table> <Caption> Diluted Earnings Per Share --------------------------------------------------------- Three months ended Nine months ended June 30 June 30 2001 2000 2001 2000 ------------ ------------- ------------ ----------- Weighted average shares for Basic EPS 1,057,423 1,103,690 1,057,383 1,085,614 Dilutive stock options 81,537 65,323 81,633 80,942 ------------ ------------- ------------ ----------- Weighted Average Shares for Diluted EPS 1,138,960 1,169,013 1,139,016 1,166,556 ============ ============= ============ =========== Net Income before cumulative effect of accounting change $ 831,093 $ 511,465 $ 2,064,440 $ 1,602,466 ============ ============= ============ =========== Net Income $ 831,093 $ 511,465 $ 1,849,887 $ 1,602,466 ============ ============= ============ =========== Earnings per share amount before cumulative effect of change in accounting for financial instruments $ 0.73 $ 0.44 $ 1.81 $ 1.37 ============ ============= ============ =========== Earnings Per Share $ 0.73 $ 0.44 $ 1.63 $ 1.37 ============ ============= ============ =========== </Table> 8. DIVIDENDS At the Company's April 18, 2001 board meeting, the Directors of the Company declared a $0.15 per share dividend. The dividend was paid May 15, 2001 to all stockholders of record as of May 1, 2001. <Page> 12 9. CHANGE IN ACCOUNTING FOR DERIVATIVES AND HEDGING ACTIVITY In June 1998, FASB issued SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities. This statement requires the recognition of all derivative financial instruments as either assets or liabilities in the statement of financial position and measurement of those instruments at fair value. The accounting for gains and losses associated with changes in the fair value of a derivative and the effect on the consolidated financial statements will depend on its hedge designation and whether the hedge is highly effective in achieving offsetting changes in the fair value or cash flows of the asset or liability hedged. Management of the Company adopted the provisions of this statement beginning October 1, 2000. As permitted by SFAS No. 133, on October 1, 2000, the Company transferred all of its securities from the held-to-maturity portfolio to the available-for-sale and trading portfolios as follows: <Table> <Caption> Securities Transferred ------------------------------------------------------------------------- Available Trading For Sale Total Total Security (at fair value) (at fair value) (at fair value) (at book value) ---------------- ---------------- --------------- ---------------- Investment securities $ 9,642,188 $ 17,621,420 $ 27,263,608 $ 28,666,885 Mortgage-backed-securities 10,035,853 10,035,853 10,112,018 ---------------- ---------------- --------------- ---------------- Total $ 9,642,188 $ 27,657,273 $ 37,299,461 $ 38,778,903 ================ ================ =============== ================ </Table> As of October 1, 2000, the effect of the transfer of these securities was reported as a cumulative adjustment from a change in accounting principle, net of tax benefits, impacting earnings and other comprehensive income as follows: <Table> <Caption> Adjustment to Adjustment Other to Comprehensive Total Earnings Income Adjustments ------------------ ----------------- ------------------ Investment securities $ (339,697) $ (1,063,580) $ (1,403,277) Mortgage-backed securities (76,165) (76,165) ------------------ ----------------- ------------------ Pre-tax loss (339,697) (1,139,745) (1,479,442) Income tax benefit 125,144 419,882 545,026 ------------------ ----------------- ------------------ Net loss $ (214,553) $ (719,863) $ (934,416) ================== ================= ================== The impact to earnings resulted in a loss of $214,553 that was recorded against current operations as of October 1, 2000, as a cumulative adjustment from a change in accounting principle, net of tax benefits. Future changes in fair value for any remaining securities in the trading portfolio will be reflected through current operations. Changes in fair value for any securities in the available-for-sale portfolio will be adjusted through other comprehensive income. 10. NEW ACCOUNTING STANDARDS In July of 2001, the Financial Accounting Standards Board issued Statement No. 141, "Business Combinations", and Statement No. 142, "Goodwill and Other Intangible Assets". Statement No. 141 requires all business combinations to be accounted for using the purchase method of accounting as use of the pooling-of-interests method is prohibited. In addition, this Statement requires that <Page> 13 negative goodwill that exists after the basis of certain acquired assets is reduced to zero should be recognized as an extraordinary gain. The provisions of this Statement apply to all business combinations initiated after June 30, 2001 and to all business combinations accounted for using the purchase method of accounting for which the acquisition date is July 1, 2001, or later. Statement No. 142 prescribes that goodwill associated with a business combination and intangible assets with an indefinite useful life should not be amortized but should be tested for impairment at least annually. The Statement requires intangibles that are separable from goodwill and that have a determinable useful life to be amortized over the determinable useful life. The provisions of this Statement are required to be applied starting with fiscal years beginning after December 15,2001. Upon adoption of this statement, goodwill and other intangible assets arising from acquisitions completed before adoption of the statement should be accounted for in accordance with the provisions of this statement. This transition provision could require a reclassification of a previously separately recognized intangible to goodwill and vice versa if the intangibles in question do not meet the new criteria for classification as a separately recognizable intangible. The Company has not determined the effect of these new accounting standards in connection with the proposed merger as described in Note 11. 11. PROPOSED MERGER We announced on April 19, 2001, an agreement to enter into a merger of equals with MNB Bancshares, Inc. The proposed merger will be accounted for under the Purchase Method of accounting. MNB Bancshares, Inc is the holding company for Security National Bank based in Manhattan, Kansas. It had total assets of $155 million at June 30, 2001 with branches in Manhattan, Topeka, Osage City, Auburn and Wamego, Kansas. Pursuant to the agreement to merge, Landmark and MNB will merge into a newly formed corporation, Landmark Merger Company, which at the closing of the merger will change its name to Landmark Bancshares, Inc. As a result of the merger, each issued and outstanding share of Landmark common stock will be converted into the right to receive one share of the new company common stock and each issued and outstanding share of MNB common stock will be converted into the right to receive 0.523 of a share of the new company common stock. At the closing of the merger, Landmark Federal Savings Bank will merge with and into Security National Bank, which will change its name to Landmark National Bank. After the merger, it is expected that the combined company's common stock will be traded on the Nasdaq National Market System under the symbol "LARK". We expect the closing date of this merger transaction to occur late in the third quarter or the fourth quarter of this year, subject to stockholder and regulatory approvals. 12. CORRECTED PRESS RELEASE On July 24, 2001, the Company issued a press release for the quarter ended June 30, 2001. On August 13, 2001, the Company issued a corrected press release for the same quarter. The amounts as previously reported on July 24, 2001 and revised on August 13, 2001 are set forth below. <Table> <Caption> As Previously Reported Increase Revised July 24, 2001 (Decrease) August 13, 2001 ------------- ---------- --------------- Assets $ 209,873,501 $ (100,000) $ 209,773,501 Stockholders' Equity $ 25,473,193 $ (63,000) $ 25,410,193 Interest Income (3 months ended June 30, 2001) $ 4,192,177 $ (100,000) $ 4,092,177 Interest Income (9 months ended June 30, 2001) $ 12,945,356 $ (100,000) $ 12,845,356 Net Income (3 months ended June 30, 2001) $ 894,094 $ (63,001) $ 831,093 Net Income (9 months ended June 30, 2001) $ 1,912,889 $ (63,002) $ 1,849,887 Basic Earnings per Share (3 months ended June 30, 2001) $ 0.85 $ (0.06) $ 0.79 Diluted Earnings per Share (3 months ended June 30, 2001) $ 0.78 $ (0.05) $ 0.73 Basic Earnings per Share (9 months ended June 30, 2001) $ 1.81 $ (0.06) $ 1.75 Diluted Earnings per Share (9 months ended June 30, 2001) $ 1.68 $ (0.05) $ 1.63 </Table>