SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
_X ANNUAL REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 2001
- 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: 0-23164
LANDMARK BANCSHARES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Kansas 48-1142260
(State or Other Jurisdiction of (I.R.S. Employer
of Incorporation or Organization) Identification No.)
Central and Spruce Streets, Dodge City, Kansas 67801
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code:
(620) 227-8111
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.10 per share
(Title of Class)
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 past 12 months
(or for such shorter period that Registrant was required to file
such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent
filers pursuant to Item 405 of Regulation S-K is not contained
herein, and will not be contained, to the best of registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
Prior to October 9, 2001, as described herein, the
Company's voting stock traded on The Nasdaq Stock Market
under the symbol "LARK". The aggregate market value of the
voting common equity held by non-affiliates of the registrant,
based upon the closing price of such stock as quoted on
Nasdaq's National Market on September 30, 2001, was $15.7
million.
As of September 30, 2001, the issuer had 1,101,938
shares of Common Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None
PART I
The Company may from time to time make
written or oral "forward-looking statements", including
statements contained in the Company's filings with the
Securities and Exchange Commission (including this
annual report on Form 10-K and the exhibits thereto), in
its reports to stockholders and in other communications
by the Company, which are made in good faith by the
Company pursuant to the "safe harbor" provisions of the
Private Securities Litigation Reform Act of 1995.
These forward-looking statements involve risks
and uncertainties, such as statements of the Company's
plans, objectives, expectations, estimates and intentions,
that are subject to change based on various important
factors (some of which are beyond the Company's
control). The following factors, among others, could
cause the Company's financial performance to differ
materially from the plans, objectives, expectations,
estimates and intentions expressed in such forward-
looking statements: the strength of the United States
economy in general and the strength of the local
economies in which the Company conducts operations;
the effects of, and changes in, trade, monetary and fiscal
policies and laws, including interest rate policies of the
Board of Governors of the Federal Reserve System,
inflation, interest rate, market and monetary fluctuations;
the timely development of and acceptance of new
products and services of the Company and the perceived
overall value of these products and services by users,
including the features, pricing and quality compared to
competitors' products and services; the willingness of
users to substitute competitors' products and services for
the Company's products and services; the success of the
Company in gaining regulatory approval of its products
and services, when required; the impact of changes in
financial services' laws and regulations (including laws
concerning taxes, banking, securities and insurance);
technological changes; changes in consumer spending and
saving habits; and the success of the Company at
managing these risks.
The Company cautions that this list of important
factors is not exclusive. The Company does not
undertake to update any forward-looking statement,
whether written or oral, that may be made from time to
time by or on behalf of the Company.
Item 1. Business
Recent Events
Effective Tuesday, October 9, 2001, Landmark
Bancshares, Inc. (the "Company" or the "Registrant"),
the holding company for Landmark Federal Savings Bank
(the "Bank"), and MNB Bancshares, Inc., the holding
company for Security National Bank, completed their
merger into Landmark Merger Company, which
immediately changed its name to Landmark Bancorp, Inc.
(the "Merger"). In addition, the Bank merged with
Security National Bank and the resulting bank changed its
name to Landmark National Bank, which is the wholly-
owned subsidiary of Landmark Bancorp, Inc.
The Company is the accounting predecessor to
the new Landmark Bancorp, Inc. Therefore, because the
Merger was consummated after the end of the Company's
latest fiscal year, September 30, 2001, the Company is
required to file this Annual Report on Form 10-K for its
fiscal year ended September 30, 2001. The information
presented in this Form 10-K does not take into account
the consummation of the Merger, and presents
information only on behalf of the Company as of
September 30, 2001, and not with respect to MNB
Bancshares, Inc. or Landmark Bancorp, Inc. Therefore,
much of the discussion throughout this document no
longer applies, and the information should be read only as
a report on the business of the Company for the fiscal
year ended September 30, 2001.
Landmark Bancorp, Inc., the resulting company
from the Merger, has a fiscal year ending on December
31. Therefore, Landmark Bancorp, Inc. will file a Form
10-K with audited consolidated financial information in
March 2002.
General
The Company is a unitary savings and loan
holding company that was incorporated in November of
1994 under the laws of the State of Kansas for the
purpose of acquiring all of the issued and outstanding
common stock of Landmark Federal Savings Bank (the
"Bank"). This acquisition occurred in March of 1994.
At that time the Bank simultaneously converted from a
mutual to stock institution and sold all of its outstanding
capital stock to the Company, and the Company made its
initial public offering of common stock. As of September
30, 2001, the Company had total assets of $200.3 million,
total deposits of $148.1 million, and stockholders' equity
of $26.1 million or 13% of total assets under generally
accepted accounting principles ("GAAP"). The
Company's only subsidiary is the Bank.
The Bank is a federally chartered stock savings
bank headquartered in Dodge City, Kansas and originally
founded in 1920. The Bank's deposits are federally
insured by the Savings Association Insurance Fund
("SAIF"), as administered by the Federal Deposit
Insurance Corporation ("FDIC").
The Company's primary activity is directing and
planning the activities of the Bank, the Company's
primary asset. At September 30, 2001, the remainder of
the assets of the Company were maintained as deposits in
the Bank or in the form of common stock of other banks.
The Company engages in no other significant activities.
As a result, references to the Company or Registrant
generally refer to the Bank, unless the context indicates
otherwise. In the discussion of regulation, except for the
discussion of the regulation of the Company, all
regulations apply to the Bank rather than the Company.
Registrant is primarily engaged in attracting
deposits from the general public and using those funds to
originate and sell real estate loans on one-to-four family
residences and, to a lesser extent, to originate consumer,
commercial and construction loans for its portfolio.
Registrant also purchases one- to four-family residential
loans. Registrant has offices in Garden City, Dodge City,
Great Bend, LaCrosse, and Hoisington, Kansas, which
are located in its primary market area of Ford, Finney,
Barton, and Rush Counties in the State of Kansas.
Registrant also has a loan origination office in the Kansas
City area. In addition, Registrant invests in mortgage-
related securities and investment securities. Registrant
offers its customers fixed-rate and adjustable-rate
mortgage loans, as well as FHA/VA loans, commercial
and consumer loans, including home equity and savings
account loans. Prior to the current year, adjustable-rate
mortgage loans and 20-year fixed-rate mortgage loans
were originated for retention in Registrant's portfolio
while 30-year fixed-rate mortgage loans were sold into
the secondary market. Beginning with the current fiscal
year all fixed rate mortgage loans were sold in the
secondary market, and adjustable rate loans were
retained. All consumer loans are retained in Registrant's
portfolio.
The principal sources of funds for Registrant's
lending activities are deposits and the amortization,
repayment, and maturity of loans, mortgage-related
securities, and investment securities. Principal sources of
income are interest and fees on loans, mortgage-related
securities, investment securities, and deposits held in
other financial institutions. Registrant's principal expense
is interest paid on deposits.
Market Area
The Kansas counties of Ford, Finney, Barton,
and Rush are Registrant's primary market area. This area
was founded on agriculture, which continues to play a
major role in the economy. Predominant activities
involve agricultural and cattle feed lot operations. Dodge
City, the location of Registrant's main office is known as
the "Cowboy Capital of the World" and maintains a
significant tourism industry. In the central part of
Kansas, where Registrant has most of its branch offices,
the oil industry is prevalent. The largest employment
sector in Registrant's market area is agriculture. The
market area of Registrant is largely dependent upon the
agricultural, beef packing, and oil and gas industries. A
downturn in any of these industries could have a negative
impact on the results of operations of Registrant.
Lending Activities
General. Registrant's loan portfolio consists
primarily of fixed and adjustable-rate mortgage loans
secured by one- to four-family residences and, to a lesser
extent, consumer loans, commercial loans and
construction loans. The portfolio also includes
commercial real estate loans.
Analysis of Loan Portfolio. Set forth below is selected data
relating to the composition of Registrant's loan portfolio by
type of loan on the dates indicated:
Analysis of Loan Portfolio. Set forth below is selected data relating
to the composition of Registrant's loan portfolio by type of loan on
the dates indicated:
At September 30,
2001 2000 1999 1998 1997
$ % $ % $ % $ % $ %
(Dollars in Thousands)
Type of Loan: (1)
Real estate loans
Construction $3,248 2.25% 857 0.45 1,848 1.04 1,386 0.79 $1,937 1.22%
Resident 108,568 75.15 156,370 81.66 138,613 77.94 132,077 75.59 125,961 79.64
Commercial 10,084 6.98 9,331 4.87 9,050 5.09 4,937 2.83 2,666 1.69
Second mortgage 9,531 6.60 10,403 5.43 9,716 5.46 10,072 5.76 9,986 6.31
Commercial business 7,604 5.26 7,034 3.67 6,531 3.67 8,579 4.91 4,050 2.56
Consumer:
Savings account 430 0.30 488 0.25 660 0.37 588 0.34 574 0.36
Automobile 6,084 4.21 8,074 4.22 12,269 6.90 17,623 10.08 13,310 8.42
Other 412 0.29 488 0.25 650 0.37 837 0.48 968 0.61
Gross loans
145,961 101.04 193,045 100.80 179,337 100.84 176,099 100.78 159,452 100.81
Less:
Unamortized premiums (discounts)
on loan purchases 20 0.01 30 0.02 35 0.02 31 0.02 30 0.02
Loans in process -- -- -- -- -- -- 24 0.01 (2) --
Deferred loan origination
fees and costs (84)(0.06)(184)(0.10)(214)(0.12)(284)(0.16)(348)(0.22)
Allowance for loan
losses (1,424)(0.99)(1,377)(0.72)(1,318)(0.74)(1,137)(0.65)(969)(0.61)
Total loans, net
$144,473 100.00 191,514 100.00 177,840 100.00 174,733 100.00 158,163 100.00%
(1) Includes loans classified as held for sale.
Loan Maturity. The following table sets forth the
maturity of Registrant's loan portfolio at September 30,
2001. The table does not include prepayments or
scheduled principal repayments. Prepayments and
scheduled principal repayments on loans totaled $61.1
million, $56.8 million, and $74.1 million for the three
years ended September 30, 2001, 2000, and 1999,
respectively. Adjustable-rate mortgage loans are shown
as maturing based on contractual maturities.
1-4 Family Other
Real Estate Residential
Mortgage Commercial Construction Consumer(1)Total
(In Thousands)
Amounts Due:
Within 1 year $ 11 $ 3,927 $2,690 $2,228 $ 8,856
After 1 year:
1 to 3 years 312 3,052 -- 4,814 8,178
3 to 5 years 531 862 -- 4,522 5,915
5 to 10 years 13,970 3,935 -- 4,491 22,396
10 to 20 years 28,465 4,921 119 402 33,907
Over 20 years 65,279 991 439 -- 66,709
Total due after
one year 108,557 13,761 558 14,229 137,105
Total amount due $108,568 $17,688 $3,248 $16,457 $145,961
Less:
Unamortized premium
on loan purchases 20 -- -- -- 20
Allowance for loan loss (665) (240) -- (519) (1,424)
Deferred loan fees (76) -- (8) -- (84)
Loans receivable, net $107,847 $17,448 $3,240 $15,938 $144,473
____________________
(1) Includes $9,531 of loans classified as second
mortgage loans.
The following table sets forth the dollar amount
of all loans due after September 30, 2002, which have
predetermined interest rates and which have floating or
adjustable interest rates.
Floating or
Fixed Rates Adjustable Rates Total
(In Thousands)
One-to-four family $37,276 $71,281 $108,557
Commercial 6,833 6,928 13,761
Construction 558 -- 558
Consumer 13,325 904 14,229
Total $57,992 $79,113 $137,105
Residential Loans. Registrant's primary lending
activity consists of the origination of one-to-four family,
owner-occupied, residential mortgage loans secured by
property located in its primary market area. Registrant
also originates a small number of residential real estate
loans secured by multi-family dwellings.
Registrant offers adjustable-rate mortgages
("ARMs") that adjust every one, three, and five years and
have terms from 1 to 30 years, and fixed-rate mortgage
loans with terms of 1 to 30 years. The interest rates on
ARMs are based on Treasury note rates and the national
cost of funds. Registrant considers the market factors and
competitive rates on loans as well as its own cost of funds
when determining the rates on the loans that it offers.
Registrant also has a small network of correspondents
from whom Registrant may be referred both fixed- and
adjustable-rate real estate mortgage loans. Registrant
retains the adjustable-rate loans for its own loan portfolio
and sells most of the fixed rate loans into the secondary
market, primarily to the Federal Home Loan Mortgage
Corporation ("FHLMC"). Registrant generally sells its
30-year fixed rate loans in the secondary market and
holds its 15-year and 20-year fixed rate mortgage loans to
maturity. Beginning with the current year 15 and 20 year
fixed rate loans were sold in the secondary market.
Registrant also offers Federal Housing Administration
and Veterans Administration ("FHA/VA") loans. Fixed-
rate mortgage loans are generally originated to FHLMC
standards. Although Registrant originates adjustable-rate
mortgage loans for its own portfolio, these loans are
underwritten to FHLMC standards, so they are saleable in
the secondary market. FHA/VA loans are originated in
accordance with FHA/VA guidelines, most of which are
sold to various private investors.
Generally, during periods of rising interest rates,
the risk of default on an ARM is considered to be greater
than the risk of default on a fixed-rate loan due to the
upward adjustment of interest costs to the borrower. To
help reduce such risk, Registrant qualifies the loan at the
fully indexed accrual rate, as opposed to the original
interest rate. ARMs may be made up to 95% of the loan
to value ratio. Registrant does not originate ARMs with
negative amortization.
Regulations limit the amount which a savings
association may lend in relationship to the appraised value
of the real estate securing the loan, as determined by an
appraisal at the time of loan origination. Such regulations
permit a maximum loan-to-value ratio of 100% for
residential property and 90% for all other real estate
loans. Registrant's lending policies, however, generally
limit the maximum loan-to-value ratio to 80% of the
appraised value of the property, based on an independent
or staff appraisal. When Registrant makes a loan in
excess of 80% of the appraised value or purchase price,
private mortgage insurance is generally required for at
least the amount of the loan in excess of 80% of the
appraised value. Registrant generally does not make non-
owner occupied one- to four-family loans in excess of
80% of the appraised value.
The loan-to-value ratio, maturity, and other
provisions of the residential real estate loans made by
Registrant reflect the policy of making loans generally
below the maximum limits permitted under applicable
regulations. Registrant requires an independent or staff
appraisal, title insurance or an attorney's opinion with an
abstract, flood hazard insurance (if applicable), and fire
and casualty insurance on all properties securing real
estate loans made by Registrant. Registrant reserves the
right to approve the selection of which title insurance
companies' policies are acceptable to insure the real estate
in the loan transactions.
While one- to four-family residential real estate
loans are normally originated with 15-30 year terms, such
loans typically remain outstanding for substantially
shorter periods. This is because borrowers often prepay
their loans in full upon sale of the property pledged as
security or upon refinancing the original loan. In
addition, substantially all of the fixed-interest rate loans in
Registrant's loan portfolio contain due-on-sale clauses
providing Registrant may declare the unpaid amount due
and payable upon the sale of the property securing the
loan. Registrant enforces these due-on-sale clauses to the
extent permitted by law. Thus, average loan maturity is a
function of, among other factors, the level of purchase
and sale activity in the real estate market, prevailing
interest rates, and the interest rates payable on
outstanding loans.
Second Mortgage Loans. Registrant makes loans
on real estate secured by secondary, or junior, mortgages.
Second mortgage loans possess somewhat greater risk
than primary mortgage loans because the security
underlying the second mortgage loan must first be used to
satisfy the obligation under the primary mortgage loan.
Registrant's lending policies for second mortgage loans
secured by one- to four-family residences are similar to
those used for residential loans, including the required
loan-to-value ratio. Registrant does not currently
originate any second mortgage loans outside its primary
market area.
Multi-Family Loans. Registrant also makes fixed-
rate and adjustable-rate multi-family loans, including
loans on apartment complexes. The largest group of
multi-family real estate loans on a single complex had a
balance of approximately $590,000 at September 30,
2001, on an apartment complex located within the
Registrant's primary market area.
Multi-family loans generally provide higher
origination fees and interest rates, as well as shorter terms
to maturity and repricing, than can be obtained from
single-family mortgage loans. Multi-family lending,
however, entails significant additional risks compared
with one- to four-family residential lending. For
example, multi-family loans typically involve larger loan
balances to single borrowers or groups of related
borrowers, the payment experience on such loans
typically is dependent on the successful operation of the
real estate project, and these risks can be significantly
impacted by supply and demand conditions in the market
for multi-family residential units and commercial office,
retail, and warehouse space.
Consumer Loans. Registrant views consumer
lending as an important component of its business
operations because consumer loans generally have shorter
terms and higher yields, thus reducing exposure to
changes in interest rates. In addition, Registrant believes
that offering consumer loans helps to expand and create
stronger ties to its customer base. Consequently,
Registrant intends to continue its consumer lending.
Regulations permit federally-chartered savings banks to
make certain secured and unsecured consumer loans up to
35% of assets. In addition, Registrant has lending
authority above the 35% limit for certain consumer loans,
such as home improvement, credit card, and education
loans, and loans secured by savings accounts.
Consumer loans consist of personal unsecured
loans, home improvement loans, automobile loans, and
savings account loans, all at fixed rates.
The underwriting standards employed by
Registrant for consumer loans include a determination of
the applicant's payment history on other debts and an
assessment of the applicant's ability to meet existing
obligations and payments on the proposed loan. In
addition, the stability of the applicant's monthly income
from primary employment is considered during the
underwriting process. Credit worthiness of the applicant
is of primary consideration. The underwriting process
also includes a comparison of the value of the security in
relation to the proposed loan amount.
Consumer loans entail greater credit risk than do
residential mortgage loans, particularly in the case of
consumer loans which are unsecured or secured by assets
that depreciate rapidly, such as automobiles, mobile
homes, boats, and recreational vehicles. In such cases,
repossessed collateral for a defaulted consumer loan may
not provide an adequate source of repayment for the
outstanding loan and the remaining deficiency often does
not warrant further substantial collection efforts against
the borrower. In particular, amounts realizable on the
sale of repossessed automobiles may be significantly
reduced based upon the condition of the automobiles and
the lack of demand for used automobiles. Registrant adds
a general provision to its consumer loan loss allowance,
based on general economic conditions, prior loss
experience, and management's periodic evaluation.
Commercial Real Estate Loans. Secured
commercial real estate loans are originated in amounts up
to 80% of the appraised value of the property. Such
appraised value is determined by an independent appraiser
previously approved by Registrant. Registrant's
commercial real estate loans are permanent loans secured
by improved property such as small office buildings,
retail stores, small strip plazas, and other non-residential
buildings. Registrant originates commercial real estate
loans with amortization periods of 1 to 20 years,
primarily as adjustable rate mortgages.
Loans secured by commercial real estate
generally involve a greater degree of risk than residential
mortgage loans and carry larger loan balances. This
increased credit risk is a result of several factors,
including the concentration of principal in a limited
number of loans and borrowers, the effects of general
economic conditions on income producing properties and
the increased difficulty of evaluating and monitoring these
types of loans. Furthermore, the repayment of loans
secured by commercial real estate is typically dependent
upon the successful operation of the related real estate
project. If the cash flow from the project is reduced, the
borrower's ability to repay the loan may be impaired. At
September 30, 2001, the largest commercial real estate
loan had a balance of approximately $991,000.
Construction Loans. Registrant does not actively
seek to make construction loans. Construction financing
is generally considered to involve a higher degree of risk
of loss than long-term financing on improved, occupied
real estate. Risk of loss on a construction loan is
dependent largely upon the accuracy of the initial estimate
of the property's value at completion of construction or
development and the estimated cost (including interest) of
construction. During the construction phase, a number of
factors can result in delays and cost overruns. If the
estimate of construction costs proves to be inaccurate,
Registrant may be required to advance funds beyond the
amount originally committed to permit completion of the
development. If the estimate of value proves to be
inaccurate, Registrant may be confronted, at or prior to
the maturity of the loan, with a project having a value
which is insufficient to assure full repayment.
Commercial Business Loans. Regulations
authorize Registrant to make secured or unsecured loans
for commercial, corporate, business, and agricultural
purposes. The aggregate amount of such loans
outstanding may not exceed 10% of Registrant's assets.
In addition, another 10% of total assets may be invested
in commercial equipment leasing. Most of Registrant's
commercial business loans are secured by real estate or
other assets such as automobiles. The Registrant had an
outstanding commercial line of credit of $1.5 million at
September 30, 2001. The commercial portfolio includes
additional loans with large aggregate dollar balances.
It is the policy of Registrant to annually request
financial statements from commercial loan borrowers.
The financial statements are reviewed as received by
management to detect any conditions or trends, including
cash flows of the project that may affect the ability of the
borrower to repay the debt. Because of the large dollar
amounts outstanding on some of the loans in the portfolio,
the failure of only one of these borrowers to repay a loan
could have a material impact on the Registrant.
Loan Solicitation and Processing. Registrant's
sources of mortgage loan applications are referrals from
existing or past customers, local realtors, builders, loan
correspondents, and walk-in customers and also as the
result of advertising. The Bank actively solicits local
realtors and believes they provide a substantial number of
customers that originate loans with Registrant. Registrant
also solicits loans from a small network of correspondent
lenders in Kansas City, Kansas and Albuquerque, New
Mexico as well as various communities in central and
western Kansas. These correspondents, selected by
management, are located in markets Registrant does not
otherwise serve.
The loan approval process is segmented by the
type of loan and size of loan. Consumer loans are
approved by certain loan officers within designated limits.
One or more signatures of members of senior
management are also required for larger consumer loans.
The Board of Directors ratifies all loans that have been
approved by officers or committees.
All commercial real estate loans are submitted to
the Board of Directors for approval upon the
recommendation of senior management.
The real estate loan committee consists of various
officers. Any two of those individuals may collectively
approve one- to four-family residential real estate loans
up to $100,000. Loans in amounts greater than $100,000
and up to the current FHLMC maximum loan amount
must be approved by no less than three members of the
loan committee. Real estate loans over the current
FHLMC limit require the approval of the Board of
Directors.
Registrant uses fee appraisers or staff appraisers
on all real estate related transactions that are originated in
the main office or branch offices of Registrant. It is
Registrant's policy to obtain title insurance on all
properties securing real estate loans and to obtain fire and
casualty insurance on all loans that require security. On
occasion, when originating loans, abstracts or attorney
opinions may be utilized in lieu of title insurance.
Origination, Purchase, and Sale of Loans
During the fiscal year ended September 30, 2001,
Registrant originated $57.8 million in loans, purchased
$2.5 million in loans (all secured by one- to four-family
residences), and sold $35.6 million in loans.
Loan Sales. Registrant generally retains servicing
on all loans sold with the exception of fixed rate FHA/VA
loans which are sold with servicing released. All such
loans were sold without recourse.
Loan Commitments. Registrant issues written,
formal commitments to prospective borrowers on all real
estate approved loans. The commitments generally
requires acceptance within 60 days of the date of
issuance. For commercial real estate loans or commercial
loans in general, the commitment is issued for
approximately 60 days and must be closed within 60 days
of issuance. Commitments for consumer loans expire 30
days after issuance. At September 30, 2001, Registrant
had $4.8 million of commitments to originate loans and
$5.4 million of unfunded commitments under lines of
credit.
Loan Processing and Servicing Fees. In addition
to interest earned on loans, the Company recognizes fees
and service charges which consist primarily of fees on
loans serviced for others and late charges. The Company
recognized net loan servicing fees of $201,000,
$158,000, and $165,000 for the years ended September
30, 2001, 2000 and 1999, respectively. As of September
30, 2001, loans serviced for others totaled $86.6 million.
Loans to One Borrower. Savings associations are
subject to the same limits as those applicable to national
banks, which under current regulations generally limit
loans-to-one borrower to an amount equal to 15% of
unimpaired capital and unimpaired surplus. This is
calculated as the sum of the Bank's core and
supplementary capital included in total capital, plus the
balance of the general valuation allowances for loan and
lease losses not included in supplementary capital, plus
investments in subsidiaries that are not included in
calculating core capital, or $500,000, whichever is
greater. An additional amount equal to 10% of
unimpaired capital and unimpaired surplus may be
included if the loan is secured by readily marketable
collateral (generally, financial instruments, not real
estate). Under this general restriction, the Bank's
maximum loan to one borrower limit at September 30,
2001 was approximately $3.2 million.
Registrant's largest amount of loans to one
borrower was approximately $3.0 million as of September
30, 2001. These loans are secured primarily by interests
in automobiles. These loans were current at September
30, 2001.
Loan Delinquencies. Registrant's collection
procedures provide that when a mortgage loan is 15 days
past due, a computer printed delinquency notice is sent to
the borrower. If payment is still delinquent after 15 days,
a telephone call is made to the borrower. If the
delinquency continues, subsequent efforts are made to
eliminate the delinquency. If the loan continues in a
delinquent status for 60 days or more, the Board of
Directors of Registrant generally approves the initiation
of foreclosure proceedings unless other repayment
arrangements are made. Collection procedures for non-
mortgage loans generally begin after a loan is 10 days
delinquent.
Loans are reviewed on a regular basis and are
generally placed on a non-accrual status when the loan
becomes more than 90 days delinquent and, in the opinion
of management, the collection of additional interest is
doubtful. Interest accrued and unpaid at the time a loan is
placed on non-accrual status is charged against interest
income. Subsequent interest payments, if any, are either
applied to the outstanding principal balance or recorded as
interest income, depending on the assessment of the
ultimate collectibility of the loan.
The following table sets forth information
regarding non-accrual loans, real estate owned ("REO")
and other repossessed assets, and loans that are 90 days
or more delinquent but on which Registrant was accruing
interest at the dates indicated. At such dates, Registrant
had no restructured loans within the meaning of Statement
of Financial Accounting Standards ("SFAS") No. 15.
At September 30,
2001 2000 1999 1998 1997
(Dollars in thousands)
Loans accounted for on a non-
accrual basis:
Mortgage loans:
Permanent loan secured by 1-4
dwelling units $425 $418 $128 $185 $ 78
All other mortgage loans 188 - - 91 -
Non-Mortgage loans:
Consumer loans 9 73 185 230 294
Total $622 $491 $313 $506 $372
=== === === === ===
Accruing loans that are
contractually past due
90 days or more:
Mortgage loans:
Permanent loans secured by
1-4 dwelling units $ 145 $ 634 $180 $182 $ 50
Total $ 145 $ 634 $180 $182 $ 50
===== ====== ==== ==== ====
Total non-accrual and 90-day
past due accrual loans $ 767 $1,125 $493 $688 $422
===== ===== ==== ==== ====
Real estate owned $ 233 $ 171 $147 $ 71 $252
===== ====== ==== ==== ====
Total non-performing
assets $1,000 $1,296 $640 $759 $674
===== ====== ==== ===== ====
Total non-accrual and 90-day
past due accrual loans to net
loans 0.53% 0.59% 0.28% 0.39% 0.27%
===== ==== ===== ===== =====
Total non-accrual and 90-day
past due accrual loans to total
assets 0.38% 0.45% 0.20% 0.31% 0.19%
===== ===== ===== ===== =====
Total non-performing
assets to total assets 0.50% 0.52% 0.26% 0.34% 0.30%
===== ===== ===== ===== =====
Interest income that would have been recorded on
loans accounted for on a non-accrual basis under the
original terms of such loans was $54,000 for the year
ended September 30, 2001. Amounts foregone and not
included in Registrant's interest income for the year
ended September 30, 2001 totaled $31,000.
Classified Assets. Office of Thrift Supervision
("OTS") regulations provide for a classification system
for problem assets of insured institutions that covers all
problem assets. Under this classification system, problem
assets of insured institutions are classified as
"substandard," "doubtful," or "loss." An asset is
considered substandard if it is inadequately protected by
the current net worth and paying capacity of the obligor
or of the collateral pledged, if any. Substandard assets
include those characterized by the "distinct possibility"
that the insured institution will sustain "some loss" if the
deficiencies are not corrected. Assets classified as
doubtful have all of the weaknesses inherent in those
classified substandard, with the added characteristic that
the weaknesses present make "collection or liquidation in
full," on the basis of currently existing facts, conditions
and values, "highly questionable and improbable."
Assets classified as loss are those considered
"uncollectible" and of such little value that their
continuance as assets without the establishment of a
specific loss reserve is not warranted. Assets designated
special mention by management are assets included on
Registrant's internal watch list because of potential
weakness but which do not currently warrant
classification in one of the aforementioned categories.
When an insured institution classifies problem
assets as either substandard or doubtful, it may establish
general allowances for loan losses in an amount deemed
prudent by management. General allowances represent
loss allowances which have been established to recognize
the inherent risk associated with lending activities, but
which, unlike specific allowances, have not been allocated
to particular problem assets. When an insured institution
classifies problem assets as loss, it is required either to
establish a specific allowance for losses equal to 100% of
that portion of the asset so classified or to charge off such
amount. An institution's determination as to the
classification of its assets and the amount of its valuation
allowances is subject to review by the OTS, which may
order the establishment of additional general or specific
loss allowances. A portion of general loss allowances
established to cover losses related to assets classified as
substandard or doubtful may be included in determining
an institution's regulatory capital, while specific valuation
allowances for loan losses generally do not qualify as
regulatory capital. At September 30, 2001, Registrant
had a general loss allowance for loans and REO of
$1,424,000.
(In Thousands)
Special mention assets $ 108
=======
Classified assets
Substandard $ 1,336
Doubtful --
Loss --
Total $ 1,336
=======
Foreclosed Assets. Assets owned or acquired by
Registrant as a result of foreclosure, judgment, or by a
deed in lieu of foreclosure are classified as foreclosed
assets until they are sold. When property is acquired it is
recorded at fair value as of the date of foreclosure or
transfer less estimated disposal costs. Valuations are
periodically performed by management and subsequent
charges to general loan reserves are taken when it is
determined that the carrying value of the property exceeds
the fair value less estimated costs to sell. It is
subsequently carried at the lower of the new basis (fair
value at foreclosure or transfer) or fair value. Registrant
had $233,000 in foreclosed assets as of September 30,
2001.
Allowance for Loan and Real Estate Losses. It is
management's policy to provide for losses on unidentified
loans in its loan portfolio and foreclosed real estate. A
provision for loan losses is charged to operations based
on management's evaluation of the potential losses that
may be incurred in Registrant's loan portfolio. Such
evaluation, which includes a review of all loans of which
full collectibility of interest and principal may not be
reasonably assured, considers, among other matters, the
estimated net realizable value of the underlying collateral.
During the years ended September 30, 2001, 2000, and
1999, Registrant charged $120,000, $267,000 and
$785,000, respectively, to the provision for loan losses
and $0, $0 and $0, respectively, to the provision for
losses on foreclosed assets.
Management will continue to review the entire
loan portfolio to determine the extent, if any, to which
further additional loss provisions may be deemed
necessary. There can be no assurance that the allowance
for losses will be adequate to cover losses which may in
fact be realized in the future and that additional provisions
for losses will not be required.
The distribution of Registrant's allowance for losses on loans at the
dates indicated and the percent of loans in each category to total
loans is summarized as follows:
At September 30,
2001 2000 1999 1998 1997
$ % $ % $ % $ % $ %
(Dollars in Thousands)
Residential
real estate $665 83.14% $668 86.84% $689 83.74% $689 81.51% $603 86.47%
Commercial
real estate 124 6.91 103 4.83 70 5.05 22 2.80 12 1.67
Commercial business 116 5.21 77 3.64 50 3.64 38 4.87 76 2.54
Consumer 519 4.74 529 4.69 509 7.57 388 10.82 278 9.32
Total $1,424 100.00 1,377 100.00 1,318 100.00 1,137 100.00 969 100.00
===== ====== ===== ======= ==== ====== ===== ====== ==== ======
The following table sets forth information with
respect to Registrant's allowance for loan losses
at the dates indicated:
September 30,
2001 2000 1999 1998 1997
(Dollars in Thousands)
Total loans outstanding $144,473 $191,514 $177,840 $174,733 $158,163
======= ====== ======= ======= =======
Average loans outstanding $165,831 $184,269 $176,318 $167,490 $145,395
======= ======= ======= ======= =======
Allowance balances
(at beginning of year) 1,377 1,318 1,137 969 740
Provision (credit):
Real estate-mortgage -- -- -- 75 88
Consumer 60 207 725 130 220
Commercial 60 60 60 60 --
120 267 785 265 308
Charge-offs:
Real estate-mortgage (11) (21) -- (2) (17)
Consumer (149) (331) (658) (105) (75)
(160) (352) (658) (107) (92)
Recoveries:
Real estate-mortgage 9 -- -- 1 13
Consumer 78 144 54 9 --
87 144 54 10 13
Net(charge-offs)recoveries (73) (208) (604) (97) (79)
== === === == ==
Allowance balance
(at end of year) $ 1,424 $1,377 $1,318 $ 1,137 $969
======== ======== ====== ====== ====
Allowance for loan losses as
a percent of total loans
outstanding 0.99% 0.72% 0.74% 0.65% 0.61%
===== ===== ===== ===== =====
Net loans charged off as a
percent of average loans
outstanding 0.04% 0.11% 0.34% 0.06% 0.06%
===== ===== ===== ===== =====
Interest Bearing Accounts Held at Other Financial
Institutions
As of September 30, 2001, the Company had a
balance of $18,974,000 of interest-bearing deposits in
other financial institutions, principally with the Federal
Home Loan Bank ("FHLB") of Topeka (including up to
$100,000 at the other financial institutions covered by
FDIC deposit insurance and held in time deposits). The
Company maintains these accounts in order to maintain
liquidity and improve the interest-rate sensitivity of its
assets.
Investment Activities
Registrant is required under federal regulations to
maintain a minimum amount of liquid assets that may be
invested in specified short-term securities and certain
other investments. Registrant has generally maintained a
liquidity portfolio well in excess of regulatory
requirements. Liquidity levels may be increased or
decreased depending upon the yields on investment
alternatives and upon management's judgment as to the
attractiveness of the yields then available in relation to
other opportunities and its expectation of future yield
levels, as well as management's projections as to the
short-term demand for funds to be used in Registrant's
loan origination and other activities.
As of September 30, 2001, Registrant had an
investment portfolio of approximately $30.9 million,
consisting primarily of U.S. Government agency
obligations, U.S. Treasury securities, investment grade
corporate debt securities, municipal obligations, and
FHLB stock as permitted by the OTS regulations. Of this
portfolio, approximately $1.4 million consists of
investments in common stock of other issuers. Registrant
has also invested in mortgage-related securities
principally in Federal National Mortgage Association
("FNMA") ARMs and FHLMC ARMs, and to a lesser
extent, Collateralized Mortgage Obligations ("CMOs").
Registrant anticipates having the ability to fund all of its
investing activities from funds held on deposit at FHLB of
Topeka. Registrant will continue to seek high quality
investments with short to intermediate maturities and
duration from one to five years.
The Registrant adopted the provisions of SFAS
No. 133, "Accounting for Derivative Instruments and
Hedging Activities" as of 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.
Registrant classifies its investments in accordance
with SFAS No. 115, Accounting for Certain Investments
in Debt and Equity Securities. This statement addresses
the accounting and reporting for investments in equity
securities that have readily determinable fair values and
for all investments in debt securities. SFAS No. 115
requires classification of investments into three
categories. Debt securities that Registrant has the
positive intent and ability to hold to maturity must be
reported at amortized cost. Debt and equity securities
that are bought and held principally for the purpose of
selling them in the near term must be reported at fair
value, with unrealized gains and losses included in
earnings. All other debt and equity securities must be
considered available for sale and must be reported at fair
value, with unrealized gains and losses excluded from
earnings but reported as a separate component of
stockholders' equity (net of tax effects).
Investment Portfolio
The following table sets forth the carrying value
of Registrant's investment securities portfolio, short-term
investments, mutual funds, and FHLB stock, at the dates
indicated. None of the investment securities held as of
September 30, 2001 was issued by an individual issuer in
excess of 10% of Registrant's capital, excluding the
securities of U.S. Government and U.S. Government
Agencies and Corporations.
At September 30,
2001 2000 1999
(In thousands)
Investments Held to Maturity:
U.S. Agency Securities $ - $ 27,482 $ 27,465
Municipal Obligations - 1,185 1,385
Total Investments Held to
Maturity - 28,667 28,850
Investments Available-for-Sale:
U.S. Agency Securities 8,508 1,952 4,000
Common Stock 1,444 3,644 4,378
Municipal Obligations 1,019 - -
FHLB Stock 3,598 3,800 3,441
Other 230 291 300
Corporate Notes and Bonds 198 182 193
Total Investments Available
-for-Sale 14,997 9,869 12,312
Total Investments $ 14,997 $ 38,536 $ 41,162
====== ====== ======
Registrant classifies its investments in accordance
with SFAS No. 115.
Investment Portfolio Maturities
The following table sets forth certain information regarding the carrying
values, weighted average yields, and maturities of the Company's
nvestment securities portfolio as of September 30, 2001.
Yields on tax-exempt obligations have not been computed on a tax
equivalent basis.
As of September 30, 2001
1 Yr or Less 1-5 Yrs 5-10 Yrs More than 10 Yrs Total Investment Securities
Carrying Avg Carrying Avg Carrying Avg Carrying Avg Carrying Avg
Value Yield Value Yield Value Yield Value Yield Value Yield
(Dollars in Thousands)
Investment Securities:
U.S. Agency
Obligations $7,508 6.28% $-- --% $-- --% $1,000 6.52% $8,508 6.31%
Municipal Obligations 150 4.93 384 5.24 485 4.79 -- -- 1,019 4.97
Corporate Notes and Bonds -- -- 150 12.00 -- -- 48 9.00 198 11.25
Total $7,658 6.25% $534 7.27% $485 4.79% $1,048 6.64% $9,725 6.28%
Mortgage-Backed Securities
To supplement lending activities, Registrant
invests in residential mortgage-backed securities.
Mortgage-backed securities can serve as collateral for
borrowings and, through repayments, as a source of
liquidity.
At September 30, 2001, the mortgage-backed
securities portfolio had a fair value of $15.9 million and
an amortized cost of $15.3 million. All mortgage-backed
securities are classified as available for sale and are
recorded at fair value, with unrealized gains and losses
excluded from earnings but reported as a separate
component of stockholders' equity (net of tax effects).
Mortgage-backed securities represent a
participation interest in a pool of single-family mortgages,
the principal and interest payments on which are passed
from the mortgage originators, through intermediaries
(generally quasi-governmental agencies) that pool and
repackage the participation interests in the form of
securities, to investors such as the Bank. Such quasi-
governmental agencies, which guarantee the payment of
principal and interest to investors, primarily include the
Federal Home Loan Mortgage Corporation ("FHLMC"),
Government National Mortgage Association ("GNMA"),
and Federal National Mortgage Association ("FNMA").
FHLMC is a publicly-owned corporation
chartered by the United States Government. FHLMC
issues participation certificates backed principally by
conventional mortgage loans. FHLMC guarantees the
timely payment of interest and the ultimate return of
principal within one year. FHLMC securities are indirect
obligations of the United States Government. FNMA is a
private corporation chartered by Congress with a mandate
to establish a secondary market for conventional mortgage
loans. FNMA guarantees the timely payment of principal
and interest, and FNMA securities are indirect obligations
of the United States Government. GNMA is a
government agency within the Department of Housing
and Urban Development ("HUD") which is intended to
help finance government assisted housing programs.
GNMA guarantees the timely payment of principal and
interest, and GNMA securities are backed by the full faith
and credit of the United States Government. Because
FHLMC, FNMA, and GNMA were established to
provide support for low- and middle-income housing,
there are limits to the maximum size of loans that qualify
for these programs. To accommodate larger-sized loans,
and loans that, for other reasons, do not conform to the
agency programs, a number of private institutions have
established their own home-loan origination and
securitization programs.
Mortgage-backed securities typically are issued
with stated principal amounts, and the securities are
backed by pools of mortgages that have loans with
interest rates that are within a range and have varying
maturities. The underlying pool of mortgages can be
composed of either fixed rate mortgages or adjustable rate
mortgage loans. Mortgage-backed securities are
generally referred to as mortgage participation certificates
or pass-through certificates. As a result, the interest rate
risk characteristics of the underlying pool of mortgages,
(i.e., fixed rate or adjustable rate) as well as prepayment
risk, are passed on to the certificate holder. The life of a
mortgage-backed pass-through security is equal to the life
of the underlying mortgages. Mortgage-backed
securities issued by FHLMC, FNMA, and GNMA make
up a majority of the pass-through certificates market.
The collateralized mortgage obligations
("CMOs") (in the form of real estate mortgage investment
conduits) held by Registrant at September 30, 2001
totaled $1.5 million at fair value and consisted of CMOs
issued by FHLMC, FNMA and private issuers. The
aggregate book value of CMOs issued by any one private
issuer did not exceed 10% of stockholders' equity at
September 30, 2001, 2000, or 1999. The portfolio of
CMOs held in Registrant's mortgage-backed securities
portfolio at September 30, 2001 did not include any
residual interests in CMOs. Further, at September 30,
2001, Registrant's mortgage-backed securities portfolio
did not include any "stripped" CMOs (i.e., CMOs that
pay interest only and do not repay principal or CMOs that
repay principal only and do not pay interest).
The following table sets forth the carrying value
of Registrant's mortgage-backed securities portfolio at the
dates indicated.
Weighted
Average Rate At
September 30, 2001 2001 2000 1999
(Dollars in Thousands)
FNMA ARMs 5.89% $ 3,472 $4,986 $5,901
FHLMC ARMs 5.57% 1,108 1,461 1,901
FHLMC Fixed Rate 7.17% 9,550 50 80
GNMA Fixed Rate 8.00% 10 44 103
FNMA Fixed Rate 5.50% 248 305 344
CMOs 5.64% 1,504 3,266 5,160
Total Held for Investment -- -- 10,112 13,489
Total Held for Sale 6.60% 15,892 -- --
Mortgage-Backed Securities Maturity. The
following table sets forth the contractual maturity of
Registrant's mortgage-backed securities portfolio at
September 30, 2001. The table does not include
scheduled principal payments and estimated prepayments.
Contractual
Maturities Due
(In Thousands)
Less than 1 year $0
1 to 3 years 252
3 to 5 years 0
5 to 10 years 404
10 to 20 years 11,732
Over 20 years 3,504
Total mortgage-backed securities $15,892
=======
Sources of Funds
General. Deposits are the major source of
Registrant's funds for lending and other investment
purposes. Registrant derives funds from amortization and
prepayment of loans and mortgage-backed securities,
maturities of investment securities and operations.
Scheduled loan principal repayments are a relatively
stable source of funds, while deposit inflows and outflows
and loan prepayments are significantly influenced by
general interest rates and market conditions. Registrant
may also borrow funds from the FHLB of Topeka as a
source of funds.
Deposits. Consumer and commercial deposits are
attracted principally from within Registrant's primary
market area through the offering of a broad selection of
deposit instruments including regular savings, demand
and negotiable order of withdrawal ("NOW") accounts,
and term certificate accounts (including negotiated jumbo
certificates in denominations of $100,000 or more).
Deposit account terms vary according to the minimum
balance required, the time period the funds must remain
on deposit, and the interest rate, among other factors.
Money Market and NOW accounts constituted
$19.8 million, or 13.3% of Registrant's deposit portfolio
at September 30, 2001. Non-interest bearing demand
accounts constituted $8.0 million, or 5.4% of the deposit
portfolio at September 30, 2001. Savings deposits
constituted $8.4 million, or 5.7% of the deposit portfolio
at September 30, 2001. Certificates of deposit constituted
$111.9 million or 75.6% of the deposit portfolio,
including certificates of deposit with principal amounts of
$100,000 or more which constituted $20.7 million or
14.0% of the deposit portfolio at September 30, 2001.
As of September 30, 2001, Registrant had no brokered
deposits. At September 30, 2001, $17 million in
securities were pledged as collateral for public funds.
Although such securities are held for investment,
they can serve as collateral for borrowings and, through
repayments, as a source of liquidity.
Jumbo Certificates of Deposit
The following table indicates the amount of
Registrant's certificates of deposit of $100,000 or more
by time remaining until maturity as of September 30,
2001.
(In Thousands)
Maturity Period
Within three months $ 9,282
Over three through six months 6,035
Over six through twelve months 4,171
Over twelve months 1,228
Total $ 20,716
Borrowings
Deposits are the primary source of funds of
Registrant's lending and investment activities and for its
general business purposes. Registrant may obtain
advances from the FHLB of Topeka to supplement its
supply of lendable funds, and Registrant has utilized this
funding source. Advances from the FHLB of Topeka
would typically be secured by a pledge of Registrant's
stock in the FHLB of Topeka and a portion of
Registrant's first mortgage loans and certain other assets.
Registrant, if the need arises, may also access the
Federal Reserve Bank discount window to supplement its
supply of lendable funds and to meet deposit withdrawal
requirements. At September 30, 2001, Registrant had
$21.0 million outstanding from the FHLB of Topeka and
no borrowings of any other kind.
Personnel
As of September 30, 2001 Registrant had 55
full-time and 5 part-time employees. None of
Registrant's employees are represented by a collective
bargaining group.
Competition
Registrant encounters strong competition both in
the attraction of deposits and origination of loans.
Competition comes primarily from savings institutions,
commercial banks, and credit unions that operate in
counties where Registrant's offices are located.
Registrant competes for savings accounts by offering
depositors competitive interest rates and a high level of
personal service. Registrant competes for loans primarily
through the interest rates and loan fees it charges and the
efficiency and quality of services it provides borrowers,
real estate brokers, and contractors.
Regulation of the Company
General. The Company is a unitary savings and
loan holding company subject to regulatory oversight by
the OTS. As such, the Company is required to register
and file reports with the OTS and is subject to regulation
and examination by the OTS. In addition, the OTS has
enforcement authority over the Company and its non-
savings association subsidiaries, should such subsidiaries
be formed, which also permits the OTS to restrict or
prohibit activities that are determined to be a serious risk
to the subsidiary savings association. This regulation and
oversight is intended primarily for the protection of the
depositors of the Bank and not for the benefit of
stockholders of the Company.
Regulation of the Bank
General. Set forth below is a brief description of
certain laws that relate to the regulation of the Bank. The
description does not purport to be complete and is
qualified in its entirety by reference to applicable laws
and regulations. As a federally chartered, SAIF-insured
savings association, the Bank is subject to extensive
regulation by the OTS and the Federal Deposit Insurance
Corporation ("FDIC"). Lending activities and other
investments must comply with various federal statutory
and regulatory requirements. The Bank is also subject to
certain reserve requirements promulgated by the Federal
Reserve Board.
The OTS, in conjunction with the FDIC,
regularly examines the Bank and prepares reports for the
consideration of the Bank's Board of Directors on any
deficiencies that are found in the Bank's operations. The
Bank's relationship with its depositors and borrowers is
also regulated to a great extent by federal and state law,
especially in such matters as the ownership of savings
accounts and the form and content of the Bank's mortgage
documents.
The Bank must file reports with the OTS and the
FDIC concerning its activities and financial condition, in
addition to obtaining regulatory approvals prior to
entering into certain transactions such as mergers with or
acquisitions of other savings institutions. This regulation
and supervision establishes a comprehensive framework
of activities in which an institution can engage and is
intended primarily for the protection of the SAIF and
depositors. The regulatory structure also gives the
regulatory authorities extensive discretion in connection
with their supervisory and enforcement activities and
examination policies, including policies with respect to
the classification of assets and the establishment of
adequate loan loss reserves for regulatory purposes. Any
change in such regulations, whether by the OTS, the
FDIC, or the Congress could have a material adverse
impact on the Company, the Bank, and their operations.
Insurance of Deposit Accounts. The Bank's
deposit accounts are insured by the SAIF to a maximum
of $100,000 for each insured member (as defined by law
and regulation). Insurance of deposits may be terminated
by the FDIC upon a finding that the institution has
engaged in unsafe or unsound practices, is in an unsafe or
unsound condition to continue operations or has violated
any applicable law, regulation, rule, order or condition
imposed by the FDIC or the institution's primary
regulator.
As a member of the SAIF, the Bank pays an
insurance premium to the FDIC. The FDIC also
maintains another insurance fund, the Bank Insurance
Fund ("BIF"), which primarily insures commercial bank
deposits. The FDIC has set the deposit insurance
assessment rates for SAIF-member institutions at 0% to
0.27% of insured deposits on an annualized basis, with
the assessment rate for most savings institutions set at
0%.
Regulatory Capital Requirements. OTS capital
regulations require savings associations to meet two
capital standards: (1) a leverage ratio (core capital)
requirement of 4% of total adjusted assets and (2) a
risk-based capital requirement equal to 8% of total risk-
weighted assets. Additional regulatory requirements are
discussed in Note 11 to the Consolidated Financial
Statements. These additional capital requirements
effectively require higher levels of capital.
As shown below, the Bank's regulatory capital
exceeded all minimum regulatory capital requirements
applicable to it as of September 30, 2001:
Percent of
Adjusted
Amount Assets
(Dollars in Thousands)
Core Capital:
Regulatory requirement $ 7,892 4.0%
Regulatory capital 19,317 9.8
Excess $11,425 5.8%
Risk-Based Capital:
Regulatory requirement $ 7,962 8.0%
Regulatory capital 20,563 20.7
Excess $12,601 12.7%
Dividend and Other Capital Distribution
Limitations. The OTS imposes various restrictions or
requirements on the ability of savings institutions to make
capital distributions, including cash dividends.
A savings association that is a subsidiary of a
savings and loan holding company, such as the Bank,
must file an application or a notice with the OTS at least
30 days before making a capital distribution. Savings
associations are not required to file an application for
permission to make a capital distribution and need only
file a notice if the following conditions are met: (1) they
are eligible for expedited treatment under OTS
regulations, (2) they would remain adequately capitalized
after the distribution, (3) the annual amount of capital
distribution does not exceed net income for that year to
date added to retained net income for the two preceding
years, and (4) the capital distribution would not violate
any agreements between the OTS and the savings
association or any OTS regulations. Any other situation
would require an application to the OTS.
In addition, the OTS could prohibit a proposed
capital distribution by any institution, which would
otherwise be permitted by the regulation, if the OTS
determines that the distribution would constitute an unsafe
or unsound practice.
A federal savings institution is prohibited from
making a capital distribution if, after making the
distribution, the savings institution would be unable to
meet any one of its minimum regulatory capital
requirements. Further, a federal savings institution
cannot distribute regulatory capital that is needed for its
liquidation account.
Qualified Thrift Lender Test. Savings institutions
must meet a qualified thrift lender ("QTL") test pursuant
to OTS regulations or they become subject to certain
operating restrictions. If the Bank maintains an
appropriate level of certain specified investments
(primarily residential mortgages and related investments,
including certain mortgage-related securities) and
otherwise qualifies as a QTL, it will continue to enjoy full
borrowing privileges from the FHLB of Topeka. The
required percentage of investments under the QTL test is
65% of assets while the Code requires investments of
60% of assets. An association must be in compliance
with the QTL test on a monthly basis in nine out of every
12 months. As of September 30, 2001, the Bank was in
compliance with its QTL requirement.
Federal Reserve System. The Federal Reserve
Board requires all depository institutions to maintain non-
interest bearing reserves at specified levels against their
transaction accounts (primarily checking, NOW, and
Super NOW checking accounts) and non-personal time
deposits. The balances maintained to meet the reserve
requirements imposed by the Federal Reserve Board may
be used to satisfy the liquidity requirements that are
imposed by the OTS. At September 30, 2001, the Bank
was in compliance with this requirement.
Proposed Regulation. The OTS has announced
that it will consider amending its capital standards so as to
more closely conform its requirements to those of the
other federal banking agencies. The impact of this
possible change is not expected to materially impact the
Bank. The impact on the Company cannot yet be
determined.
Executive Officers of the Registrant
Larry L. Schugart, age 62, has been with the
Bank for 37 years, serving as President since 1985, and
has been the President, Chief Executive Officer and a
director of the Company since its incorporation in
November 1993. He is a former director of the Federal
Home Loan Bank of Topeka where he served on the
Finance and Executive Committees. Mr. Schugart is a
member and chair of various committees of the Heartland
Community Bankers Association, is a past Chairman of
the Kansas-Nebraska League of Savings and serves as a
member of the Governmental Affairs Committee of the
America's Community Bankers. Mr. Schugart is a
member of the Dodge City Area Chamber of Commerce
and the Dodge City/Ford County Development
Corporation. In addition, Mr. Schugart has been
president of numerous civic and charitable organizations
in Great Bend.
Stephen H. Sundberg, age 54, has served as a
Senior Vice President and as Chief Financial Officer of
the Company and the Bank since May, 2000. Prior to
joining the Company, Mr. Sundberg was General
Manager and an owner of a professional employment
organization. Prior to that he was a stockholder in
corporations providing transportation and services to
packing plants in the central United States. Mr. Sundberg
is a CPA and a member of the AICPA and Kansas
Society of CPAs. He is past president of Finney County
Big Brothers/Big Sisters, served as a school Board
member of USD 457 and has served as a member of
various city boards for the City of Garden City, Kansas.
Gary L. Watkins, age 46, has been employed by
the Bank since 1985 and is currently a Senior Vice
President, Chief Operating Officer, and Secretary of the
Company and Bank. He is also a member of the Kiwanis
and the Board of Directors of Trinity Association. Mr.
Watkins is a past Vice President of the Dodge City Area
Chamber of Commerce.
Item 2. Properties
Registrant owns its main office in Dodge City and
four branch offices and leases one additional branch
office and one loan origination office. Registrant also
leases a parking lot for its main office.
Item 3. Legal Proceedings
There are various claims and lawsuits in which
Registrant is periodically involved, such as claims to
enforce liens, condemnation proceedings on properties in
which Registrant holds security interests, claims involving
the making and servicing of real property loans, and other
issues incident to Registrant's business. In the opinion of
management, no material loss is expected from any of the
pending claims or lawsuits.
Item 4. Submission of Matters to a Vote of Security
Holders
On September 27, 2001, the Company held a
special meeting for its stockholders where the
stockholders approved the merger transaction by and
among the Company and MNB Bancshares, Inc. with
and into Landmark Bancorp, Inc. As of the record date
of the special meeting, there were 1,092,438 issued and
outstanding shares of Common Stock. The voting
results were as follows:
Withheld/ Broker
For Against Abstain Non-Votes
For the merger transaction 649,489 1,043 7,297 434,609
PART II
Item 5. Market for Registrant's Common Equity and
Related Stockholder Matters
There were 1,101,938 shares (net of treasury
stock) of Common Stock outstanding on September 30,
2001, held by approximately 300 stockholders of record
(not including the number of persons or entities holding
the stock in nominee or street name through various
brokerage firms). Since its issuance in March 1994, the
Company's common stock has been traded on the Nasdaq
National Market. Prior to the Merger, the daily stock
quotation for the Company was listed in the Nasdaq
National Market section published in The Wall Street
Journal and other leading newspapers under the trading
symbol "LARK". The following table reflects stock price
information based on sales as published by the Nasdaq
National Market statistical report for each quarter for
fiscal years 2001 and 2000.
Year Ended September 30,
2001 2000
HIGH LOW HIGH LOW
First Quarter 19 1/4 17 1/2 21 1/2 15 1/4
Second Quarter 18 1/2 15 7/8 20 13 1/4
Third Quarter 19 16 5/9 18 14
Fourth Quarter 22 1/6 18 1/9 19 1/2 15 1/4
The following table sets forth, for each quarter the
dividends declared on the common stock for the indicated
fiscal years ended September 30. The Company's ability
to pay dividends to shareholders is largely dependent
upon the dividends it receives from the Bank. The Bank
is subject to regulatory limitations on the amount of cash
dividends it may pay.
Year Ended September 30,
Dividends per share 2001 2000
First Quarter $0.15 $0.15
Second Quarter 0.15 0.15
Third Quarter 0.15 0.15
Fourth Quarter 0.15 0.15
Item 6. Selected Financial Data
FIVE-YEAR FINANCIAL SUMMARY**
Selected Financial Condition Data (Dollars in Thousands)
At September 30, 2001 2000 1999 1998 1997
Total assets $200,255 $250,676 $244,116 $225,368 $227,850
Loans receivable, net (1) 144,473 191,514 177,840 174,733 158,163
Investments held-to-maturity -0- 38,779 42,339 33,299 55,528
Investments available-for-sale 30,889 9,588 12,022 9,221 7,123
Cash and cash equivalents 20,001 5,090 5,976 2,844 2,741
Deposits 148,064 165,325 158,936 154,793 144,735
FHLB borrowings 21,000 57,000 58,000 41,700 46,200
Stockholders' equity 26,099 23,662 22,404 25,024 32,245
Summary of Operations (Dollars in Thousands)
Year Ended September 30, 2001 2000 1999 1998 1997
Interest income $16,438 $18,230 $17,059 $17,207 $16,695
Interest expense 9,909 11,229 10,029 10,216 9,768
Net interest income 6,529 7,001 7,030 6,991 6,927
Provision for loan losses 120 267 785 265 308
Net interest income after provision
for losses on loans 6,409 6,734 6,245 6,726 6,619
Non-interest income 2,353 977 1,636 1,226 1,026
Non-interest expense 4,277 4,056 4,191 4,134 3,581
Income before income taxes 4,485 3,655 3,690 3,818 4,064
Provision for income taxes 1,780 1,272 1,334 1,454 1,550
Cumulative effect of change in
accounting principle, net of tax (215) - - - -
Net income $2,490 $2,383 $2,356 $2,364 $2,514
====== ====== ====== ====== ======
Basic earnings per share $2.35(2) $2.19 $2.06 $1.56 $1.52
===== ===== ===== ===== =====
Diluted earnings per share $2.18(3) $2.04 $1.87 $1.42 $1.42
===== ===== ===== ===== =====
Dividends per share $0.60 $0.60 $0.70 $0.60 $0.40
===== ===== ===== ===== =====
Book value per common share
outstanding at September 30 $23.68 $21.37 $19.80 $18.84 $19.10
====== ====== ====== ====== ======
** The selected consolidated financial data of the
Company should be read in conjunction with, and is
qualified in its entirety by, the Consolidated
Financial Statements of the Company, including the
related notes.
(1) Includes loans held for sale totaling $2,486, $8,854,
$604, $2,409, and $490 at September 30, 2001, 2000,
1999, 1998 and 1997, respectively.
(2) Net of effect of $(0.20) for cumulative effect of
change in accounting principle.
(3) Net of effect of $(0.18) for cumulative effect of
change in accounting principle.
FIVE-YEAR FINANCIAL SUMMARY
Selected Ratios and Other Data
At or For the Year Ended September 30, 2001 2000 1999 1998 1997
Return on average assets 1.13% 0.97% 1.01% 1.03% 1.12%
Return on average equity 10.17 10.23 10.09 7.52 7.79
Average equity to average assets 11.30 9.48 10.02 13.71 14.44
Equity to assets at period end 13.03 9.44 9.18 11.10 14.15
Net interest spread 2.57 2.48 2.64 2.41 2.41
Net yield on average interest-earning
assets 3.09 2.93 3.10 3.12 3.16
Non-performing assets to total assets 0.50 0.52 0.26 0.34 0.30
Non-performing loans to net loans 0.53 0.59 0.28 0.39 0.27
Allowance for loan losses to total loans 0.99 0.72 0.74 0.65 0.61
Dividend payout 25.38 27.31 34.18 39.31 26.95
Number of:
Loans outstanding 5,383 5,996 6,262 6,741 6,210
Deposit accounts 11,598 11,649 12,461 12,878 12,888
Full service offices 6 6 6 6 5
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations
The following is a discussion of the financial
condition and results of operations of the Company and
the Bank should be read in conjunction with the
accompanying Consolidated Financial Statements.
Recent Events
Effective Tuesday, October 9, 2001, the
Company and MNB Bancshares, Inc. completed their
merger into Landmark Merger Company, which
immediately changed its name to Landmark Bancorp,
Inc. In addition, the Bank merged with Security
National Bank and the resulting bank changed its name
to Landmark National Bank, which is the wholly-owned
subsidiary of Landmark Bancorp, Inc.
The Company is the accounting predecessor to
the new Landmark Bancorp, Inc. Therefore, because the
Merger was consummated after the end of the Company's
latest fiscal year, September 30, 2001, the Company is
required to file this Annual Report on Form 10-K for its
fiscal year ended September 30, 2001. The information
presented in the following discussion does not take into
account the consummation of the Merger, and presents
information only on behalf of the Company, and not with
respect to MNB Bancshares, Inc. or Landmark Bancorp,
Inc. Therefore, much of the discussion throughout this
document no longer applies, and the information should
be read only as a report on the business of the Company
for the fiscal year ended September 30, 2001.
Landmark Bancorp, Inc., the resulting company
from the Merger, has a fiscal year ending on December
31. Therefore, Landmark Bancorp, Inc. will file a Form
10-K with audited consolidated financial information in
March 2002.
General
The Bank is primarily engaged in the business of
attracting deposits from the general public and using those
deposits, together with other funds, to originate mortgage
loans for the purchase and refinancing of residential
properties located in central and southwestern Kansas. In
addition, the Bank offers and purchases loans through
correspondent lending relationships in Kansas and in
other states. The Bank also makes commercial,
automobile, second mortgage, equity and deposit loans.
The Bank's market has historically provided an excess of
savings deposits over loan demand. Accordingly, in
addition to originating loans in its market, the Bank also
purchases mortgage-backed securities and investment
securities.
The Company's operations, as with those of the
entire banking industry, are significantly affected by
prevailing economic conditions, competition, and the
monetary and fiscal policies of governmental agencies.
Lending activities are influenced by the demand for loans,
competition among lenders, the prevailing market rates of
interest, primarily on competing investments, account
maturities, and the levels of personal income and savings
in the market area.
The earnings of the Bank depend primarily on its
level of net interest income, which is the difference
between interest income and interest expense. The
Bank's net interest income is a function of its interest rate
spread, which is determined by the difference between
rates of interest earned on interest-earning assets, and
rates of interest paid on interest-bearing liabilities. The
Bank's earnings are also affected by its provision for
losses on loans, as well as the amount of non-interest
income and non-interest expense, such as compensation
and related expenses, occupancy expense, data processing
costs and income taxes.
The Company's strategy for growth emphasizes
both internal and external growth. Operations focus on
increasing deposits, making loans and providing
customers with a high level of customer service. As part
of the Bank's emphasis on external growth, the Bank has
expanded its operations within its market areas. During
fiscal 1998, the Bank opened a branch office in Dodge
City and a loan origination office in the Kansas City area.
As part of the Bank's strategy for internal growth, during
fiscal 1997, the Bank established a commercial loan
department and has been active in increasing its market
share of the commercial lending market.
This management's discussion and analysis of
financial condition and results of operations contains, or
incorporates by reference, forward-looking statements
that involve inherent risks and uncertainties. The
Company cautions readers that a number of important
factors could cause actual results to differ materially from
those in the forward-looking statements. Those factors
include fluctuations in interest rates, inflation,
government regulations, economic conditions, adequacy
of allowance for loan losses, technology changes and
competition in the geographic and business areas in which
the Company conducts its operations. These statements
are based on management's current expectations. Actual
results in future periods may differ from those currently
expected because of changes in the factors referred to
above and various risks and uncertainties.
The Company does not undertake, and
specifically disclaims, any obligation to publicly release
the results of any revisions that may be made to any
forward-looking statements to reflect the occurrence of
anticipated or unanticipated events or circumstances after
the date of such statements.
Financial Condition
Consolidated total assets decreased $50,420,590
or 20% from $250,675,975 at September 30, 2000 to
$200,255,385 at September 30, 2001. The principal
factors contributing to the decrease in assets was the
decrease in loans receivable and investment securities
during the year.
Cash and cash equivalents. Cash and cash
equivalents increased $14,910,878 or 293%, from
$5,089,971 at September 30, 2000 to $20,000,849 at
September 30, 2001. This increase results from sales of
investments and certain callable investments being called
prior to year end.
Loans receivable. Net loans receivable held-for-
investment decreased $40,672,627 or 22%, from
$182,659,647 at September 30, 2000 to $141,987,020 at
September 30, 2001. Real estate loans decreased
$39,174,446 or 23%, from $168,106,976 at September
30, 2000 to $128,932,530 at September 30, 2001.
Approximately $18 million of loans were transferred to
mortgage-backed securities during the current year to
allow the Bank to take advantage of market conditions.
Many borrowers took advantage of lower interests rates
during the year to refinance loans. As part of the
Company's plan to reduce interest rate risk,
approximately $15 million in loans were sold as discussed
under Asset/Liability Management. The Bank continues
to sell most fixed rate residential mortgage loans
originated since the adoption of the plan to reduce interest
rate risk.
The allowance for loan losses was increased
$47,422, from $1,376,707 at September 30, 2000 to
$1,424,129 at September 30, 2001. The continued
increase in loan loss reserves is based on management's
evaluation of the Bank's loan portfolio, discussed further
in the "Results of Operations" section.
The Bank had impaired loans of $640,759 and
$505,276 at September 30, 2001 and 2000, respectively.
A loan is impaired when, based on management's
evaluation of current and historical information and
events, it is probable that all amounts due according to
the contractual terms of the loan agreement will not be
collected. Loans that are classified as impaired are
typically collateral dependent; therefore, impairment is
measured based upon the fair value of the collateral less
estimated costs to sell. Impairment is recognized by
creating a valuation allowance with a corresponding
charge to provision for loss on loans.
Management, as part of the monitoring and
evaluation of non-performing loans, classifies loans and
repossessed assets in accordance with regulatory
provisions as loss, doubtful or substandard. Total assets
classified as of September 30, 2001 and 2000, amounted
to $1,336,000, and $1,870,000, respectively. Those
loans classified that are not recognized as impaired
include loans that are currently past due 90 days or more
and still accruing interest, or have a past history of
delinquency. Classified loans decreased $534,000 during
fiscal 2001. The decrease was largely the result of
management's efforts to collect past due loans and
insuring loan originations follow lending policies. At
September 30, 2001, the Bank's ratio of total non-
performing assets to total assets was 0.50%. The Bank
will continue with its aggressive collection policies to
keep non-performing assets to a minimum, but no
assurance can be given that negotiations with borrowers
will continue to be successful. Classified loans have been
considered by management in the evaluation of the
adequacy of the allowance for loan loss.
Investment securities. As permitted by the
Statement of Financial Accounting Standard (SFAS) No.
133, Accounting for Derivative Instruments and Hedging
Activities, on October 1, 2000, the Company transferred
all of its held-to-maturity investment and mortgage-
backed securities portfolios to available-for-sale and
trading portfolios. See Note 2 of the Consolidated
Financial Statements for further discussion.
Investment Securities available-for-sale increased
from $9,869,378 at September 30, 2000 to $30,888,921
or 213%. This increase is the net of the increase from the
transfer in of held-to-maturity investments and
dispositions of available-for-sale investments. Proceeds
from the sales of available-for-sale assets for the current
year were $37,211,072.
Foreclosed assets. The balance of foreclosed
assets at September 30, 2001 and 2000 was $232,934 and
$170,724 respectively. The September 30, 2001 balance
in foreclosed assets consisted of four single-family
residences.
Deposits. Deposits decreased $17,261,938, or
10%, from $165,325,440 at September 30, 2000 to
$148,063,502 at September 30, 2001. This decrease
relates primarily to the decrease in certificates of deposit
accounts of $24,806,355 from $136,695,224 at
September 30, 2000 to $111,888,869 at September 30,
2001. The decrease in certificates of deposit accounts
relates primarily to a decrease in public funds. Public
funds on deposit totaled $11,396,629 at September 30,
2001 compared to $37,411,681 at September 30, 2000, a
decrease of $26,015,052 or 69.54%. The cost on savings
deposits and certificates of deposit decreased 70 basis
points from 5.65% at September 30, 2000 to 4.95% at
September 30, 2001. The cost on demand deposits
decreased 63 basis points from 2.25% at September 30,
2000 to 1.62% at September 30,2001.
Of the $111,888,869 in certificates of deposit
held by the Bank at September 30, 2001, $96,863,474 of
these deposits will mature during the year ending
September 30, 2002. The majority of the Bank's time
deposits consist of regular deposits from customers and
institutional investors from the Bank's surrounding
community rather than brokered deposit accounts. As a
result, most of these local accounts are expected to
remain with the Bank upon renewal.
Advances and other borrowings from Federal
Home Loan Bank. The Bank has continued to utilize
advances from the Federal Home Loan Bank ("FHLB")
as a source of funds. Fixed term advances from the
FHLB totaled $21,000,000 and $57,000,000 at September
30, 2001 and 2000, respectively. The Bank also has a
line of credit with the FHLB. The Bank had an
outstanding balance on the line of credit of $0 and $0 at
September 30, 2001 and 2000, respectively. The funds
provided by these borrowings were used primarily to fund
lending activity throughout the year. The weighted
average cost of these borrowings from the FHLB was
5.43% and 6.31% as of September 30, 2001 and 2000,
respectively. Of the advances and other borrowings
outstanding at September 30, 2001, $0 matures during the
year ending September 30, 2002.
Stockholders' equity. Stockholders' equity
increased $2,437,384, or 9%, from $23,662,004 at
September 30, 2000 to $26,099,388 at September 30,
2001. As of September 30, 2001 the Company had
repurchased 1,179,374 shares, or 51.70% of its
outstanding common stock to enhance stockholder value.
Total stock repurchases for the year ended September 30,
2001 amounted to 25,475 shares at a cost of $472,897.
Average Balances, Interest and Average Yields and
Rates
The following table sets forth certain information
relating to the Company's average balance sheet and
reflects the average yield on assets and average cost of
liabilities for the periods indicated and the average yields
earned and rates paid. Such yields and costs are derived
by dividing income or expense by the average balance of
assets or liabilities, respectively, for the periods
presented. Average balances are derived from daily
balances
At For Year Ended September 30,
September 30,
2001 2001
Average Average
Yield/Cost Balance Interest Yield/Cost
(Dollars in Thousands)
Interest-earning assets:
Loans receivable 8.03% $164,165 $13,591 8.28%
Mortgage-backed securities 6.60% 14,070 962 6.84%
Investment securities 6.31% 28,280 1,707 6.04%
Other interest-earning assets 3.02% 4,911 178 3.62%
Total interest-earning assets 7.62% $211,426 $16,438 7.77%
Non-interest earning assets: 8,392
Total assets $219,818
Interest-bearing liabilities:
Demand deposits 1.62% $22,716 $5322.34%
Savings deposits and certificates
of deposit 4.95% 131,911 7,249 5.50%
Other liabilities 5.43% 35,810 2,128 5.94%
Total interest-bearing liabilities 4.46% $190,437 $9,909 5.20%
Non-interest bearing liabilities 4,536
Total liabilities $194,973
Stockholder's equity 24,845
Total liabilities and stockholders' equity $219,818
Net interest income $6,529
Interest rate spread 3.16% 2.57%
Net yield on interest-earning assets 3.09%
Ratio of interest-earning assets
to interest-bearing liabilities 111.02%
For Year Ended September 30,
2000 1999
Average Average Average Average
Balance Interest Yield/Cost Balance Interest Yield/Cost
(Dollars in Thousands)
Interest-earning assets:
Loans receivable $184,269 $14,783 8.02% $176,318 $14,102 8.00%
Mortgage-backed securities 11,752 765 6.51% 17,555 1,108 6.31%
Investment securities 38,349 2,504 6.53% 29,384 1,728 5.88%
Other interest-earning assets 4,558 178 3.91% 3,548 121 3.41%
Total interest-earning assets
$238,928 $18,230 7.63% $226,805 $17,059 7.52%
Non-interest earning assets: 6,898 6,231
Total assets $245,826 $233,036
Interest-bearing liabilities:
Demand deposits $23,608 $630 2.67% $22,941 $597 2.60%
Savings deposits and certificates
of deposit 130,047 6,710 5.16% 133,729 6,918 5.17%
Other liabilities 64,253 3,889 6.05% 48,671 2,513 5.16%
Total interest-bearing liabilities
$217,908 $11,229 5.15% $205,341 $10,028 4.88%
Non-interest bearing liabilities 4,618 4,348
Total liabilities $222,526 $209,689
Stockholder's equity 23,300 23,347
Total liabilities and stockholders' equity $245,826 $233,036
Net interest income $7,001
Interest rate spread 3.16% 2.48% 2.64%
3.10%
Net yield on interest-earning assets 2.93%
Ratio of interest-earning assets
to interest-bearing liabilities 109.65% 110.45
The following Rate/Volume Analysis table
presents, for the periods indicated, information regarding
changes in interest income and interest expense (in
thousands) of the Company. For each category of
interest-earning assets and interest-bearing liabilities,
information is provided on the changes attributable to (i)
changes in volume (changes in average daily balances of
the portfolio multiplied by the prior year rate), (ii)
changes in rate (changes in rate multiplied by prior year
volume), and (iii) changes in rate/volume (changes in rate
multiplied by the change in average volume).
Years Ended September 30,
2001 vs. 2000 2000 vs. 1999
Increase (Decrease) Increase (Decrease)
Due to Due to
Rate/ Rate/
Volume Rate Volume Net Volume Rate Volume Net
(In Thousands)
Interest income:
Loans receivable $(1,619) $479 $(52) $(1,192) $642 $36 $3 $681
Mortgage-backed securities 151 39 7 197 (366) 35 (12)(343)
Investment securities (657) (188) 48 (797) 527 191 58 776
Other interest-earning assets 14 (13) (1) - 35 18 4 57
Total interest-earning
assets $(2,111) $317 $2 $(1,792) $838 $280 $53 $1,171
Interest expense:
Demand deposits $ (24) $(78) $4 $(98) $17 $16 $- $33
Savings deposits and
certificates of deposits 96 442 1 539 (195) (13) - (208)
Other liabilities (1,725) (71) 35 (1,761) 804 433 139 1,376
Total interest-bearing
liabilities $(1,653) $293 $ 40 $(1,320) $626 $436 $139 $1,201
Change in net
interest income $(458) $24 $(38) $(472) $212 $(156)$(86) $(30)
Results of Operations
General. Net income increased $106,829, or
4.48%, from $2,383,365 for the year ended September
30, 2000 to $2,490,194 for the year ended September 30,
2001. This resulted in diluted earnings per share of $2.18
($2.35 per basic share) for fiscal year 2001 compared to
$2.04 per diluted share ($2.19 per basic share) for fiscal
year 2000. This increase in net income relates primarily
to an increase in non-interest income offset by a decrease
in net interest income after provision for loan losses.
Net income increased $27,795, or 1.18%, from
$2,355,570 for the year ended September 30, 1999 to
$2,383,365 for the year ended September 30, 2000. This
resulted in diluted earnings per share of $2.04 ($2.19 per
basic share) for fiscal year 2000 compared to $1.87 per
diluted share ($2.06 per basic share) for fiscal year 1999.
This slight increase in net income relates primarily to a
reduction in the provision for losses on loans offset by a
decrease in other non-interest income.
Net interest income. The operating results of the
Company depend to a great degree on its net interest
income, which is the difference between interest income
on interest-earning assets, primarily loans, mortgage-
backed securities and investment securities, and interest
expense on interest-bearing liabilities, primarily deposits
and borrowings.
Total interest income decreased $1,792,425, or
9.83%, to $16,438,183 for the year ended September 30,
2001, from $18,230,608 for the year ended September
30, 2000. This decrease resulted partly from the average
yield on interest-earning assets decreasing to 7.62% for
the year ended September 30, 2001 compared to 7.75%
for the year ended September 30, 2000. Additionally, the
decrease was the result of a decrease in the size of the
loan and investment portfolios. The change in interest
income due to the volume of loans receivable was a
decrease of $1,619,000 during fiscal year 2001 from
fiscal year 2000. The change in interest income due to
the volume of investment securities was a decrease of
$657,000 during fiscal year 2001 from fiscal year 2000.
Income resulting from the increase in loan and investment
volume was partially offset by increases in the volume of
mortgage-backed securities.
Interest expense for the year ended September 30,
2001 decreased $1,320,164 or 12%, to $9,909,196 from
$11,229,360 at September 30, 2000. This decrease is
primarily due to a decrease in the volume of borrowed
funds. The Bank's rate/volume analysis reflects
approximately $1,653,000 of the decrease in interest
expense resulting from changes in volume.
Net interest income decreased $472,261, from
$7,001,248 for the year ended September 30, 2000 to
$6,528,987 for the year ended September 30, 2001.
Based on the portfolios of interest-earning assets and
interest-bearing liabilities at the end of the last three fiscal
years, interest rate spreads were 3.16%, 2.25% and
2.89% at September 30, 2001, 2000 and 1999,
respectively. The decrease in net interest income is
attributable to the decrease in loan balances during fiscal
2001. The Bank, as part of its interest rate risk reduction
plan, as discussed in Note 2 of the consolidated financial
statements for the fiscal year ended September 30, 2001,
has sold loans, moved loans to mortgage-backed
investments, and sold fixed rate mortgage loans originated
in the current fiscal year. This has substantially reduced
the loan portfolio and corresponding interest income.
This reduction in income has been partially offset by a
reduction in borrowings and lower interest rates paid on
deposits.
Total interest income increased $1,171,556, or
6.87%, to $18,230,608 for the year ended September 30,
2000, from $17,059,052 for the year ended September
30, 1999. This increase resulted partly from the average
yield on interest-earning assets increasing to 7.63% for
the year ended September 30, 2000 compared to 7.52%
for the year ended September 30, 1999. Additionally, the
increase was the result of an increase in the size of the
loan and investment portfolios. The change in interest
income due to the volume of loans receivable was an
increase of $642,000 during fiscal year 2000 from fiscal
year 1999. The change in interest income due to the
volume of investment securities was an increase of
$527,000 during fiscal year 2000 from fiscal year 1999.
Income resulting from the increase in loan and investment
volume was partially offset by decreases in the volume of
mortgage-backed securities.
Interest expense for the year ended September 30,
2000 increased $1,200,765, or 11.97%, to $11,229,360
from $10,028,595 at September 30, 1999. This increase
is primarily due to an increase in the volume of borrowed
funds. The Bank's rate/volume analysis reflects
approximately $626,0000 of the increase in interest
expense resulting from changes in volume.
Net interest income decreased $29,209, from
$7,030,457 for the year ended September 30, 1999 to
$7,001,248 for the year ended September 30, 2000.
Based on the portfolios of interest-earning assets and
interest-bearing liabilities at the end of the last three fiscal
years, interest rate spreads were 2.25%, 2.89% and
2.51% at September 30, 2000, 1999 and 1998,
respectively. The decrease in net interest income is
attributable to the overall increase in interest rates during
fiscal 2000. As interest rates increase, the Bank's interest
rate sensitive liabilities reprice faster than its interest rate
sensitive assets causing a decline in the Bank's interest
rate spread and margin. This has resulted from an
increase in the Bank's cost of funds that could not be
immediately offset by an increase in its yield on earning
assets. This has been partially offset by an increase in net
interest income attributable to volume of $212,000
resulting from a shift in the composition of interest-
earning assets from generally lower yielding mortgage-
backed securities to loans and investment securities. The
risks related to interest rate movement are managed and
continuously reviewed by management. See
"Asset/Liability Management."
Provision for losses on loans. The Bank
maintains, and the Board of Directors monitors,
allowances for losses on loans. These allowances are
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 of specifically identified problem loans.
Additionally, allowance strategies and policies are subject
to periodic review and revision in response to current
market conditions, actual loss experience and
management's expectations.
The allowance for loss on loans was $1,424,129
at September 30, 2001 and $1,376,707 at September 30,
2000. The provision for losses on loans decreased
$146,900, or 55% from $266,970 for the year ended
September 30, 2000 to $120,000 for the year ended
September 30, 2001. The decrease in the provision was
related to the reduction in loan balances during fiscal
2001 along with management's evaluation of the
allowance in relation to the Bank's loan portfolio.
During fiscal 1999 the Bank became aware that a
large number of consumer loans at one branch had not
been properly underwritten. Throughout fiscal 1999,
management realized the degree of the problem and began
to adjust the allowance accordingly. The Bank also took
additional steps to ensure that proper underwriting
guidelines would be followed in the future. Management
is now keenly aware of the need to closely monitor the
consumer loan underwriting process and has made every
effort to identify and address any substandard consumer
loans. The Bank continues to rely on the origination of
consumer loans and it intends to enforce proper
underwriting guidelines prior to loan origination. The
Bank increased the allowance for loan losses during fiscal
2000 and 1999 in response to the identified loans.
The Bank had loan chargeoff's, net of recoveries,
of $72,578 and $207,939 for fiscal years 2001 and 2000,
respectively. Historical non-performing loan ratios are
presented with the five-year financial summary
information. While management maintains its allowance
for loan losses at levels which it considers adequate to
provide for potential losses, there can be no assurance
that additions will not be made to the allowance in future
years and that such losses will not exceed the estimated
amounts.
The allowance for loan losses was $1,376,707
and $1,317,676 at September 30, 2000 and 1999,
respectively. The provision for losses on loans was
$266,970 for the year ended September 30, 2000
compared to $785,000 for the year ended September 30,
1999, a decrease of $518,030 or 66%. The decrease in
the provision for the year ended September 30, 2000 was
based on management's evaluation of the allowance in
relation to the Bank's loan portfolio, including non-
mortgage lending, and the decrease in non-performing
loans discussed above.
Non-interest income. Non-interest income
increased $1,375,196 or 141%, from $977,480 for the
year ended September 30, 2000 to $2,352,676 for the
year ended September 30, 2001. This was primarily due
to the increase in the net gain on the sale of investments
to $997,859 for fiscal year 2001 compared to $50,768 for
fiscal 2000, a $947,091 increase, or 1,866% and the
increase in the net gain on the sale of loans to $763,470
for fiscal year 2001 compared to $180,979 for fiscal
2000, a $582,491 increase, or 322%.
Non-interest income decreased $658,581, or
40.25%, from $1,636,061 for the year ended September
30, 1999 to $977,480 for the year ended September 30,
2000. This was primarily due to the decrease in the net
gain on the sale of investments of $50,768 for fiscal year
2000 compared to $500,123 for fiscal 1999, a $449,355
decrease, or 89.85% and the decrease in the net gain on
the sale of loans to $180,979 for fiscal year 2000
compared to $462,813 for fiscal 1999, a $281,834
decrease, or 60.90%.
Non-interest expense. Non-interest expense
increased $220,076, or 5.1% from $4,056,446 for the
year ended September 30, 2000 to $4,276,522 for the
year ended September 30, 2001. The Bank experienced a
$335,993 increase in compensation and related expenses
due to filling employee positions vacant in the prior year
and expected increases in compensation.
Non-interest expense decreased $134,949, or
3.22% from $4,191,395 for the year ended September
30, 1999 to $4,056,446 for the year ended September 30,
2000. The Bank experienced a $161,450 decrease in
compensation and related expenses due to vacant
employee positions and reduced costs of employee benefit
plans.
Income taxes. Income tax expense increased
$508,447 or 40%, from $1,271,947 for the year ended
September 30, 2000 to $1,780,394 for the year ended
September 30, 2001. This increase in income tax resulted
primarily from an increase in taxable income. The
effective tax rate for fiscal 2001 was 39.7% compared to
34.8% for fiscal 2000.
Income tax expense decreased $62,606, or
4.69%, from $1,334,553 for the year ended September
30, 1999 to $1,271,947 for the year ended September 30,
2000. This decrease in income tax resulted primarily
from a decrease in state income tax expense and the
benefit of non-taxable income.
Liquidity and Capital Resources
Liquidity is measured by a financial institution's
ability to raise funds through (i) deposits, (ii) principal
repayments on loans, mortgage-backed securities and
investment securities, (iii) advances from the FHLB, (iv)
the sale available-for-sale securities and (v) cash
generated from operations.
During fiscal 2001, cash and cash equivalents
increased $14,910,878. The Company had net cash
provided by investing activities of $59,799,807 which
consisted primarily of a net decrease of loans of
$22,342,678 and proceeds from sales of investment
securities available-for-sale and trading of $37,211,072.
Cash of $9,857,660 was provided by normal operating
activities. Net cash of $54,746,584 was used in financing
activities primarily to repay $36,000,000 of debt and
decreases in deposits of $17,261,938. Amounts provided
or used by investing activities tend to fluctuate from
period to period primarily as a result of (i) principal
repayments on loans and mortgage-backed securities, (ii)
the purchase and origination of loans, mortgage-backed
securities and investment securities and (iii) proceeds
from maturities and sales of investment securities.
During fiscal 2000, cash and cash equivalents
decreased $885,759. The Company had net cash used by
investing activities of $6,754,825 which consisted
primarily of loans purchased for investment. This was
offset by net cash provided by operating and financing
activities of $1,666,682 and $4,202,384, respectively.
Cash and cash equivalents provided by operating activities
consisted of normal operating activities. Cash and cash
equivalents provided by financing activities resulted
primarily from the net increase in deposits. Amounts
provided or used by investing activities tend to fluctuate
from period to period primarily as a result of (i) principal
repayments on loans and mortgage-backed securities, (ii)
the purchase and origination of loans, mortgage-backed
securities and investment securities and (iii) proceeds
from maturities and sales of investment securities.
The Company's principal asset is its investment in
the capital stock of the Bank, and because it does not
generate any significant revenues independent of the
Bank, the Company's liquidity is dependent on the extent
to which it receives dividends from the Bank. The
Bank's ability to pay dividends to the Company is
dependent on its ability to generate earnings and is subject
to a number of regulatory restrictions, the liquidation
account and tax considerations. The Bank must give the
OTS 30 days advance notice of any proposed declaration
of dividends to the Company, and the OTS has the
authority under its supervisory powers to prohibit the
payment of dividends to the Company. In addition, the
Bank may not declare or pay a cash dividend on its capital
stock if the dividend would (1) reduce the regulatory
capital of the Bank below the amount required for the
liquidation account established in connection with the
conversion from mutual to stock form or (2) reduce the
amount of capital of the Bank below the amounts required
in accordance with other OTS regulations. In contrast,
the Company has fewer restrictions on dividends. Future
dividend distributions by the Bank in excess of Bank
earnings could result in recapture of income tax bad debt
deductions resulting in income tax on the amounts
recaptured.
Cash dividends paid by the parent company to its
common stock shareholders totaled $632,116 $650,889
and $805,072 during the fiscal years 2001, 2000 and
1999, respectively. The payment of dividends on the
common stock is subject to the direction of the Board of
Directors of the Company and depends on a variety of
factors, including operating results and financial
condition, liquidity, regulatory capital limitations and
other factors. It is the intention of the Bank to continue
to pay dividends to the parent company, subject to
regulatory, income tax and liquidation account
considerations, to cover cash dividends on common stock
when and as declared by the parent company.
The Bank is required under applicable federal
regulations to maintain specified levels of "liquid"
investments in qualifying types of U.S. Government,
federal agency and other investments having maturities of
five years or less. Current OTS regulations require that a
savings bank maintain liquid assets of not less than 4% of
its average daily balance of net withdrawable deposit
accounts. At September 30, 2001, the Bank met its
liquidity requirement and expects to meet this requirement
in the future. Liquidity levels will vary depending upon
savings flows, future loan fundings, cash operating needs,
collateral requirements and general prevailing economic
conditions. The Bank adjusts liquidity as appropriate to
meet its asset/liability objectives and does not foresee any
difficulty in meeting its liquidity requirements.
OTS has also set minimum capital requirements
for institutions such as the Bank. The capital standards
require the maintenance of regulatory capital sufficient to
meet a tangible capital requirement, a core capital
requirement and a risk-based capital requirement. At
September 30, 2001 the Bank exceeded all of the
minimum capital requirements as currently required.
Impact of Inflation and Changing Prices
The financial statements and related data
presented herein have been prepared in accordance with
generally accepted accounting principles, which require
the measurement of financial position and operating
results in terms of historical dollars without considering
the change in the relative purchasing power of money
over time due to inflation. Unlike most industrial
companies, virtually all the assets and liabilities of a
financial institution are monetary in nature. As a result,
interest rates have a more significant effect on a financial
institution's performance than the effects of general levels
of inflation. Interest rates do not necessarily move in the
same direction or to the same extent as the price of goods
and services.
Impact of New Accounting Pronouncements
Statement of Financial Accounting Standards
(SFAS) No. 141, 'Business Combination', applies to all
combinations initiated after June 30, 2001. It requires
that all business combinations be accounted for by a
single method, the purchase method. Prior to this
standard, business combination were accounted for using
one of two methods, the pooling-of-interests method
(pooling method) or the purchase method. The pooling
method, required if certain criteria were met, involved
joining the balance sheets of the combining entities with
no adjustments to assets or liabilities. The purchase
method requires the acquiring entity to allocate the cost of
an acquired entity to the assets acquired and liabilities
assumed based on their estimated fair values at date of
acquisition, and the excess of the cost over the net
amounts assigned to assets acquired and liabilities
assumed to be recognized as goodwill.
SFAS No. 141 required disclosure of the primary
reasons for the business combination and the allocation of
the purchase price among the acquired assets and
liabilities. When the amount of goodwill and intangible
assets acquired are significant, additional disclosure about
those assets is required. Additional guidance on the
identification and recognition of intangible assets is
provided in the Statement.
SFAS No. 142, 'Goodwill and Other Intangible
Assets' will be adopted by the Company on January 1,
2002. This Statement addresses the accounting and
reporting for acquired goodwill and other intangible
assets. Goodwill shall not be amortized after December
31, 2001. It shall be tested for impairment at a reporting
unit level, under certain circumstances. Intangible assets
with definite useful lives shall be amortized over their
respective estimated useful lives to the estimated residual
values, and reviewed for impairment.
In connection with the transitional goodwill
impairment evaluation, SFAS, No. 142 requires the
Company to assess whether there is an indication that
goodwill is impaired as of the date of adoption. This
assessment is a two step process. The first step is to
compare the fair value of the reporting unit with its
carrying amount, including goodwill. If the carrying
amount of the reporting unit exceeds its fair value, the
second step of the test must be performed. The second
step is to compare the implied fair value of reporting unit
goodwill with the carrying amount of that goodwill. If
the carrying amount of reporting unit goodwill exceeds
the implied fair value of that goodwill, an impairment loss
shall be recognized in an amount equal to that excess.
SFAS No. 144, 'Accounting for the Impairment
or Disposal of Long-Lived Assets', will be adopted by
the Company on January 1, 2002. This Statement
establishes a single accounting model for all long-lived
assets to be disposed of by sale, which is to measure a
long-lived assets classified as held for sale at the lower of
its carrying amount or fair value less cost to sell and to
cease depreciation. The Statement also establishes
criteria to determine when a long-lived asset is held for
sale and provides additional guidance on accounting for
such in specific circumstances. The Company does not
anticipate that the adoption of the new Statement will
have a significant effect on earnings or the financial
position of the Company.
Item 7A. Quantitative and Qualitative Disclosures
About Market Risk
The Bank has established an Asset/Liability
Management Committee ('ALCO') for the purpose of
monitoring and managing interest rate risk. The Bank is
subject to the risk of interest rate fluctuations to the extent
that there is a difference, or mismatch, between the
amount of the Bank's interest-earning assets and interest-
bearing liabilities that mature or reprice within specified
time periods. Consequently, when interest rates change,
to the extent the Bank's interest-earning assets have
longer maturities or effective repricing periods than its
interest-bearing liabilities, the interest income realized on
the Bank's interest-earning assets will adjust more slowly
than the interest expense on its interest-bearing liabilities.
This mismatch in the maturity and interest rate sensitivity
of assets and liabilities is commonly referred to as the
'gap.' A gap is considered positive when the amount of
interest rate sensitive assets maturing, or repricing,
during a specified period exceeds the amount of interest
rate sensitive liabilities maturing, or repricing during such
period, and is considered negative when the amount of
interest rate sensitive liabilities maturing or repricing
during a specified period exceeds the amount of interest
rate sensitive assets maturing or repricing during such
period. Generally, during a period of rising interest
rates, a negative gap would adversely affect net interest
income while a positive gap would result in an increase in
net interest income, and during a period of declining
interest rates, a negative gap would result in an increase
in net interest income while a positive gap would
adversely affect net interest income. The Bank utilizes
internally generated gap reports and externally prepared
interest rate sensitivity of net portfolio value reports to
monitor and manage its interest rate risk.
Quarterly, the OTS prepares a report on the
interest rate sensitivity of the net portfolio value ('NPV')
from information provided by Bank. The IRR component
is a dollar amount that will be deducted from total capital
for the purpose of calculating an institution's risk-based
capital requirement and is measured in terms of the
sensitivity of its NPV to changes in interest rates. The
NPV is the difference between incoming and outgoing
discounted cash flows from assets, liabilities, and off-
balance sheet contracts. An institution's IRR is measured
as the change to its NPV as the result of a hypothetical
200 basis point change in market interest rates. A
resulting change in NPV of more than 2% of the
estimated market value of its assets will require the
institution to deduct from its capital 50% of that excess
change. The rule provides that the OTS will calculate the
IRR component quarterly for each institution.
The following tables present the Bank's NPV as
well as other data as of September 30, 2001, as calculated
by the OTS, based on information provided to the OTS
by the Bank.
Change in Interest
Rates in Basis
Points (Rate Shock) Net Portfolio Value NPV as % of Present
Value of Assets
$ Amount $ Change % Change NPV Ratio Change
(Dollars in Thousands)
+200 bp $21,487 (3,789) (15)% 10.73% (152) bp
+100 bp $23,646 (1,631) (6)% 11.62% (63) bp
0 bp $25,277 -- -- 12.24% --
-100 bp $25,559 283 1% 12.28% 4 bp
-200 bp $25,902 626 2% 12.33% 9 bp
Utilizing the data above, the Bank, at September 30,
2001, would have been considered by the OTS to have
been subject to "minimal" interest rate risk. Accordingly,
no deduction from risk-based capital would have been
required.
Set forth below is a breakout, by basis points of
the Bank's NPV as of September 30, 2001 by assets,
liabilities, and off balance sheet items.
No
Net Portfolio Value -200 bp -100 bp Change +100 bp +200 bp
Assets $ 210,051 $ 208,139 $ 206,438 $ 203,550 $ 200,289
- -Liabilities 184,143 182,594 181,211 179,982 178,884
+Off Balance Sheet (6) 14 50 77 83
Net Portfolio Value $ 25,902 $ 25,559 $ 25,277 $ 23,646 $ 21,487
Certain assumptions utilized by the OTS in
assessing the interest rate risk of savings associations
were employed in preparing the previous table. These
assumptions relate to interest rates, loan prepayment
rates, deposit decay rates and the market values of certain
assets under the various interest rate scenarios. It was
also assumed that delinquency rates would not change as
a result of changes in interest rates, although there can be
no assurance that this will be the case. Even if interest
rates change in the designated amounts, there can be no
assurance that the Bank's assets and liabilities would
perform as set forth above.
Certain shortcomings are inherent in the
preceding NPV tables because the data reflect
hypothetical changes in NPV based upon assumptions
used by the OTS to evaluate the Bank as well as other
institutions. However, net interest income should decline
with instantaneous increases in interest rates while net
interest income should increase with instantaneous
declines in interest rates. Generally, during periods of
increasing interest rates, the Bank's interest rate sensitive
liabilities would reprice faster than its interest rate
sensitive assets causing a decline in the Bank's interest
rate spread and margin. This would result from an
increase in the Bank's cost of funds that would not be
immediately offset by an increase in its yield on earning
assets. An increase in the cost of funds, without an
equivalent increase in the yield of earning assets, would
tend to reduce net interest income.
In times of decreasing interest rates, fixed rate
assets could increase in value and the lag in repricing of
interest rate sensitive assets could be expected to have a
positive effect on the Bank's net interest income.
However, changes in only certain rates, such as shorter
term interest rate declines without longer term interest
rate declines, could reduce or reverse the expected benefit
from decreasing interest rates.
The Company has historically invested in interest-
earning assets that have a longer duration than its interest-
bearing liabilities. The mismatch in duration of the
interest-sensitive liabilities indicates that the Bank is
exposed to interest rate risk. In a rising rate
environment, in addition to reducing the market value of
long-term interest-earning assets, liabilities will reprice
faster than assets; therefore, decreasing net interest
income. To mitigate this risk, the Bank has placed a
greater emphasis on shorter-term higher yielding assets
that reprice more frequently in reaction to interest rate
movements. In addition, the Bank has continued to
include in total assets a concentration of adjustable-rate
assets. This will benefit the one-year cumulative gap as
such adjustable-rate assets reprice and are more
responsive to the sensitivity of more frequently repricing
interest-bearing liabilities.
During the fourth quarter of fiscal year 2000,
management evaluated the Company's interest rate risk
position and concluded that it was necessary to reduce the
current level of interest rate risk. As a result of this
evaluation, management implemented a plan to reduce
interest rate risk by reclassifying loans previously held for
investment to loans held-for-sale. The Bank reclassified
$7,221,401 of loans held for investment to held-for-sale
at September 30, 2000 and sold them during fiscal year
2001. The Bank historically sold its 30-year fixed rate
loans in the secondary market and held its 15-year and
20-year fixed rate mortgage loans to maturity. However,
with the implementation of the interest rate risk plan,
management has sold some loans from the 15-year and
20-year fixed rate portfolios. Management pursued the
sale of loans previously classified as held for investment
to improve the Bank's liquidity and reduce borrowings
and other liabilities. The completion of the sale of these
loans and the resulting application of the proceeds had a
positive affect on improving the Bank's level of interest
rate risk during fiscal year 2001.
Item 8. Financial Statements and Supplementary
Data
Registrant's financial statements listed under Item
14 are incorporated herein by reference.
Item 9. Changes in and Disagreements With
Accountants on Accounting and Financial Disclosure
Prior to the Merger, the Company's independent
auditor was Regier Carr & Monroe, L.L.P. ("Regier").
At the time of the Merger, which occurred after the
Company's last completed fiscal year, Landmark
Bancorp, Inc., as the successor company to the Company,
engaged KPMG LLP ("KPMG") as its independent
auditors for the fiscal year ended December 31, 2001.
The Company notified Regier that the auditor-client
relationship has ceased upon effectiveness of the Merger.
The decision to engage KPMG was approved by the
Company's Board of Directors. The reports of Regier on
the Company's consolidated financial statements for the
fiscal years ended September 30, 2000 and September 30,
1999 did not contain an adverse opinion or a disclaimer of
opinion, and the reports were not qualified or modified as
to uncertainty, audit scope or accounting principles.
During the two fiscal years ended September 30,
2000, and the interim period of October 1, 2000 through
the effective date of the merger, there were no
disagreements with Regier on any matter of accounting
principles or practices, financial statement disclosure, or
auditing scope or procedure which, if not resolved to the
satisfaction of Regier, would have caused Regier to make
reference to the matter in their report.
In connection with the audits of the Company's
consolidated financial statements for each of the fiscal
years ended September 30, 2000 and September 30,
1999:
(a) Regier did not advise that the
internal controls necessary for the
Company to develop reliable
financial statements do not exist;
(b) Regier did not advise the Company
that information had come to the
attention of Regier that had led it to
no longer be able to rely on the
Company's management
representations, or that had made
Regier unwilling to be associated
with the financial statements
prepared by the Company's
management; and
(c) Regier did not advise the Company
that Regier would need to expand
significantly the scope of its audit,
or that information had come to the
attention of Regier during such time
period that if further investigated
may:
(i) materially impact the
fairness or reliability of
either a previously issued
audit report or the
underlying financial
statements, or the financial
statements issued or to be
issued covering the fiscal
period subsequent to the
date of the most recent
financial statements
covered by an audit report
(including information that
may prevent it from
rendering an unqualified
audit report on those
financial statements); or
(ii) cause Regier to be
unwilling to rely on the
Company's management
representations or to be
associated with the
Company's consolidated
financial statements.
Landmark Bancorp, Inc., as successor to the
Company, has entered into an agreement with KPMG that
provides for, among other things, the engagement of
KPMG as the independent accounting firm that will audit
the consolidated financial statements of the Company for
the twelve month period ended September 30, 2001,
which are filed with this Form 10-K, and the consolidated
financial statements of Landmark Bancorp, Inc. for the
three month period ended December 31, 2001. During
the Company's fiscal years ended September 30, 2000
and September 30, 1999 and the subsequent period prior
to engaging KPMG, the Company (or anyone on the
Company's behalf) did not consult KPMG regarding:
(a) either the application of
accounting principles to a
specified transaction, either
completed or proposed; or
the type of audit opinion
that might be rendered on
the Company's financial
statements; and as such no
written report was provided
to the Company and no oral
advice was provided that
the new accountant
concluded was an important
factor considered by the
Company in reaching a
decision as to any
accounting, auditing or
financial reporting issue, or
(b) any matter that was either
the subject of disagreement
or a reportable event.
PART III
Item 10. Directors and Executive Officers of the
Registrant
The following are the directors and executive
directors of the Company as of September 30, 2001, prior
to the consummation of the Merger. Please note that the
terms have all expired as of the filing of this Form 10-K
because of the Merger.
Year First Shares of
Elected or Term Common Stock Percent
Age at Appointed to Beneficially of
Name 9/30/01 a Director(1) Expire Owned (2)(3)(4) Percent
Larry L. Schugart 62 1971 2000 123,842(5) 11.2%
Jim W. Lewis 45 1991 2000 34,525(6)(7) 3.1%
David H. Snapp 46 1986 2001 31,052(6)(8) 2.8%
C. Duane Ross 65 1986 2002 31,263(6)(9) 2.8%
Richard A. Ball 48 1995 2002 17,787(6)(10)1.6%
Gary L. Watkins 46 N/A N/A 62,658(11) 5.7%
Stephen H. Sundberg 54 N/A N/A 2,500(12) 0.2%
(1) Refers to the year the individual first became a
director of the Bank or Company. All directors of the
Bank as of November 1993 became directors of the
Company when it was incorporated in November
1993.
(2) Includes shares of Common Stock held directly as well
as by spouses or minor children, in trust and other
indirect ownership, over which shares the individuals
effectively exercise sole or shared voting or
dispositive power, as indicated.
(3) Beneficial ownership as of September 30, 2001.
(4) Includes shares of Common Stock subject to options
that are exercisable within 60 days of the Record Date
for the following individuals (in the following amount
of shares of Common Stock); C. Ross (13,687), R.
Ball (13,687), L. Schugart (44,494), J. Lewis
(13,687) and D. Snapp (12,887).
(5) Reflects sole voting power with respect to 46,044
shares and shared voting power with respect to 33,304
shares. Reflects sole dispositive power with respect to
105,026 shares and shared dispositive power with
respect to 5,551 shares. Includes 44,494 shares of
Common Stock that may be acquired through the
exercise of options that are exercisable within 60 days
of the Record Date.
(6) Excludes 120,120 shares of Common Stock held by
the ESOP for which such person serves as a member
of the ESOP Committee and as a plan trustee and
exercises shared voting power. Shares which are
unallocated to participating employees (approximately
28,208 shares) and allocated shares for which no
voting directions are received are voted by the plan
trustees as directed by the ESOP Committee. Once
allocated to participant accounts, such Common Stock
are voted by the plan trustees as directed by the plan
participant as the beneficial owner of such Common
Stock. The individuals serving as plan trustees
disclaim beneficial ownership of stock held under the
ESOP.
(7) Reflects sole dispositive power with respect to 29,525
shares, sole voting power with respect to 15,838
shares and shared voting and dispositive power with
respect to 5,000 shares.
(8) Reflects sole voting power with respect to 17,566
shares and shared voting power with respect to 599
shares. Reflects sole dispositive power with respect to
30,453 shares and shared dispositive power with
respect to 599 shares.
(9) Reflects sole voting power with respect to 15,587
shares and shared voting power with respect to 1,989
shares. Reflects sole dispositive power with respect to
29,274 shares and shared dispositive power with
respect to 1,989 shares.
(10) Reflects sole voting power with respect to 4,000
shares and sole dispositive power with respect to
17,687 shares and shared voting and dispositive power
with respect to 100 shares.
(11) No information on Watkins ownership.
(12) Reflects sole voting and dispositive power.
The principal occupation of, and other
information about, each director and executive officer of
the Company is set forth below as of September 30,
2001. All directors and executive officers have held their
present positions for five years unless otherwise stated.
Larry L. Schugart has been with the Bank for 37
years, serving as President since 1985, and has been the
President, Chief Executive Officer and a director of the
Company since its incorporation in November 1993. He
is a former director of the Federal Home Loan Bank of
Topeka where he served on the Finance and Executive
Committees. Mr. Schugart is a member and chair of
various committees of the Heartland Community Bankers
Association, is a past Chairman of the Kansas-Nebraska
League of Savings and serves as a member of the
Governmental Affairs Committee of the America's
Community Bankers. Mr. Schugart is a member of the
Dodge City Area Chamber of Commerce and the Dodge
City/Ford County Development Corporation. In addition,
Mr. Schugart has been president of numerous civic and
charitable organizations in Great Bend.
Jim W. Lewis has served as a director of the
Bank since 1991 and of the Company since its
incorporation in November 1993. Mr. Lewis is the
owner of several automobile dealerships across the State
of Kansas, including Dodge City Toyota, Inc. Mr. Lewis
is a member of the Dodge City Area Chamber of
Commerce. He was a founding member of "The Alley,"
a community Teen Center in Dodge City.
C. Duane Ross has served as a director of the
Bank since 1986 and of the Company since its
incorporation in November 1993. He has served as
Chairman of the Boards of the Company and the Bank
since January 1995. He is President of High Plains
Publishers, Inc., a publishing/printing company. Mr.
Ross is Vice Chairman of the Board of Commissioners of
the Dodge City Housing Authority, a current member of
the Dodge City Community College Endowment Board,
and a past president of the Dodge City/Ford County
Development Corporation. In addition, he is President of
the Dodge City Community College Foundation and is a
past president of the Dodge City Area Chamber of
Commerce.
Richard A. Ball has served as a director of the
Company and the Bank since 1995. Mr. Ball, a Certified
Public Accountant, is a shareholder of Adams, Brown,
Beran & Ball, Chtd., an accounting firm with offices in
Great Bend, Hays, LaCrosse, Ellinwood, Colby, Lyons,
McPherson and Hutchinson, Kansas. He has served as a
Board Chairman of the Great Bend Chamber of
Commerce, Great Bend United Way, Petroleum Club and
Barton County Community College Academic Fund
Campaign. He has also served on the boards of the
Kiwanis Club, Cougar Booster Club, Downtown
Development, Mid-Kansas Economic Development and
the Kansas Oil & Gas Museum Committee.
David H. Snapp has been a director of the Bank
since 1986 and of the Company since its incorporation in
November 1993. He is a partner in the law firm of
Waite, Snapp & Doll in Dodge City, Kansas. Mr. Snapp
is also a board member of Arrowhead West, Inc., a
mental and physical rehabilitation center, and Catholic
Social Service.
Stephen H. Sundberg, age 54, has served as a
Senior Vice President and as Chief Financial Officer of
the Company and the Bank since May, 2000. Prior to
joining the Company, Mr. Sundberg was General
Manager and an owner of a professional employment
organization. Prior to that he was a stockholder in
corporations providing transportation and services to
packing plants in the central United States. Mr. Sundberg
is a CPA and a member of the AICPA and Kansas
Society of CPAs. He is past president of Finney County
Big Brothers/Big Sisters, served as a school Board
member of USD 457 and has served as a member of
various city boards for the City of Garden City, Kansas.
Gary L. Watkins, age 46, has been employed by
the Bank since 1985 and is currently a Senior Vice
President, Chief Operating Officer, and Secretary of the
Company and Bank. He is also a member of the Kiwanis
and the Board of Directors of Trinity Association. Mr.
Watkins is a past Vice President of the Dodge City Area
Chamber of Commerce.
Item 11. Executive Compensation
Summary Compensation Table
The following table sets forth for the three fiscal
years ended September 30, 2001, certain information as
to the total remuneration received by Larry Schugart, the
President and the Chief Executive Officer of the
Company, and Gary L. Watkins, Secretary and Chief
Operating Officer of the Company. Mr. Watkins has
been employed by the Bank since 1985. Fiscal year 2000
was the first year Mr. Watkin's total cash compensation
(consisting of salary and bonus) exceeded $100,000. No
other executive officer of the Company during such
periods received total cash compensation in excess of
$100,000.
nnual CompensationAwards
Name and Fiscal Other Annual
Principal Position Year Salary Bonus Compensation(1)
Larry Schugart, 2001 $151,538 $24,750 $24,397
President and 2000 $145,000 $18,600 $41,254
Chief Executive Officer 1999 $133,085 $13,695 $19,054
Gary L. Watkins, 2001 $93,231 $12,950 $4,805
Secretary and 2000 $90,000 $12,400 $8,718
Chief Operating Officer
Long Term Compensation Awards
Securities
Underlying All Other
Options/SARs(#) Compensation(2)(3)
-- $45,296
-- $42,997
5,000 $33,086
-- $32,067
-- $30,866
(1) Mr. Shugart's other annual compensation included
director's fees of $12,000 during the fiscal years
ended September 30, 2001, 2000 and 1999,
respectively. Mr. Watkin's other annual
compensation included $4,805 and $4,758 in employer
payments of health, disability and life insurance
premiums during the fiscal years ended September 30,
2001 and 2000, respectively.
(2) For Mr. Schugart, includes Company's contribution to
his account under a 401(k) Plan of $4,438, $4,800 and
$3,996 during the fiscal years ended September 30,
2001, 2000 and 1999, respectively. For Mr. Watkins,
includes Company's contribution to his account under
a 401(k) Plan of $3,116 and $3,037 during the fiscal
years ended September 30, 2001 and 2000,
respectively.
(3) For Mr. Schugart, includes 2,117 shares valued at
$19.30 per share, 2,093 shares valued at $18.25 per
share and 1,847 shares valued at $15.75 per share at
the closing share price on September 30, 2001, 2000
and 1999, respectively, allocated through the ESOP.
For Mr. Watkins, includes 1,500 shares valued at
$19.30 per share and 1,526 shares valued at $18.25
per share at the closing share price on September 30,
2001 and 2000, respectively, allocated through the
ESOP. Compensation deferred at the election of Mr.
Schugart for a deferred compensation plan for
directors is included under other annual compensation
in this chart.
Employment Agreement
In May 1998, the Company entered into a three
year employment agreement with Mr. Schugart as
President and Chief Executive Officer. The base salary
under this agreement for calendar year 2001 is $150,000.
The agreement is terminable by the Company for just
cause. Just cause is defined in the agreement as
termination by reason of personal dishonesty;
incompetence; willful misconduct; breach of a fiduciary
duty involving personal profit; intentional failure to
perform stated duties; willful violation of any law, rule,
regulation (other than traffic violations or similar
offenses); entering into a final cease-and-desist order; or
material breach of any provision of the agreement. If the
agreement is terminated for just cause, the employee only
receives his salary up to the date of termination. If the
Company terminates the agreement without just cause, the
employee is entitled to a continuation of salary from the
date of termination through the remaining term of the
agreement. Each year the employment agreement may be
extended for an additional one year period beyond the
expiration date, so that the remaining term of the
agreement may remain at three years.
The agreement provides that in the event of
involuntary termination of employment in connection
with, or within eighteen months after, any change in
control of the Company or Bank, the employee will be
paid a lump sum or, at his option in periodic payments, a
payment equal to 2.99 times the average annual taxable
compensation paid during the five years prior to the
change in control. If a lump sum payment had been made
as of September 30, 2001, Mr. Schugart would have
received a payment of approximately $729,180. That
payment would be an expense to the Bank, reducing net
income and the Bank's capital by that amount. The
agreement is renewed annually if the Board of Directors
determines that the executive has met its requirements and
standards.
Benefits
Long Term Incentive Plans. The Company does
not presently sponsor any long-term incentive plans nor
did it make any awards or payouts under such plans
during the fiscal year ended September 30, 2000.
The following table sets forth the year end value
of options previously granted to the chief executive
officer.
Aggregated Option/SAR Exercises in Last Fiscal Year, and FY-End
Option/SAR Values
Shares
Acquired
on Exercise Value
Name (#) Realized($)(1)
Larry Schugart 15,539 $139,375
Number of Securities
Underlying Unexercised Value of Unexercised
Options/SARs at In-The-Money Options/SARs
FY-End (#) at FY-End ($)
Exercisable/Unexercisable Exercisable/Unexercisable(2)
44,494 / 0 $367,294 / $0
(1) Calculated by using the market value on the date of
exercise, 11/09/00, 2001,(equal to market closing
price of $18.81)minus the $10.00 exercise price.
(2) Calculated by using the market value at fiscal 2001
year-end (equal to market closing price of $19.30) minus
the $10.00 exercise price and excluding 5,000 out-of-the-money
options.
Director Compensation
Each member of the Board of Directors receives a
fee of $1,000 per month. No additional fees are paid for
committee meetings other than the Audit Committee, for
which the members receive $100 for each meeting
attended. The Chairman of the Audit Committee receives
$100 per month. For the fiscal year ended September 30,
2001, total fees paid to directors were $62,400.
Director Deferred Compensation. The Company
has established a non-qualified deferred compensation
plan for directors by which individual directors may defer
payment of director fee compensation. At the election of
the director, fees will be invested with an unrelated
insurance company rather than paid to the director. Such
deferred compensation will be paid to the director upon
retirement or upon their request.
Other Compensation. Directors Ross, Schugart,
Snapp and Lewis have received awards of restricted stock
under the Management Stock Bonus Plans which plans
were approved at the Special Meeting of Stockholders
held on June 22, 1994. All awards under these plans
were fully vested prior to the 2001 fiscal year.
Compensation Committee Report on Executive
Compensation
The Compensation Committee (the "Committee")
reviewed the performance of senior management
including the Chief Executive Officer of the Company
and the Bank. The Committee reviewed salary surveys
from Heartland Community Bankers Association and the
America's Community Bankers. The Committee also
reviewed comparative data gleaned from the prospectus of
recently converted savings institutions. The salary
surveys were reviewed for comparison purposes, with
particular focus upon the size and geographical location
of the peer groups studied. The Committee also reviewed
the compensation plans offered to the management team
over the past 5 years.
The Committee reviewed the purposes and goals
of a compensation plan, including loyalty and longevity of
management, alignment of the interests of shareholders,
with consideration given for current operating results such
as return on assets and return on equity.
Other factors considered for fiscal 2001 included
general management of the Bank, communication with the
Board of Directors, productivity of the employees, and
the reputation and relationship that the Bank has with its
customers and the communities that the Bank serves.
After discussion by the committee of all pertinent
information reviewed, the base salary of the Chief
Executive Officer was set at $150,000 for calendar year
2001. Base salaries for the Chief Operating Officer and
Chief Financial Officer were set after consultation with
the Chief Executive Officer.
To complement the base salaries and provide a
direct incentive for management, the Company pays
bonuses pursuant to a bonus plan equal to 1.5% of net
consolidated earnings per fiscal year, with the actual
division of such bonus amount determined by the
Committee after consultation with the Chief Executive
Officer.
Compensation Committee (as of September 30, 2001):
Richard A. Ball
Jim W. Lewis
C. Duane Ross
David H. Snapp
Stock Performance Table. Set forth below is a
stock performance table comparing the cumulative total
shareholder return on the Common Stock with (a) the
cumulative total shareholder return on stocks included in
the Nasdaq Stock Market index and (b) the cumulative
total shareholder return on stocks included in the Nasdaq
Bank index. All three investment comparisons assume
the investment of $100 as of September 30, 1996 and the
reinvestment of dividends.
There can be no assurance that the Company's
future stock performance will be the same or similar to
the historical stock performance shown in the graph
below. The Company neither makes nor endorses any
predictions as to stock performance.
9/30/96 9/30/97 9/30/98 9/30/99 9/30/00 9/30/01
Nasdaq U.S. Index $100 $161 $141 $104 $122 $136
Nasdaq Bank Index 100 137 139 228 302 124
Landmark Bancshares, Inc 100 167 165 176 189 214
Item 12. Security Ownership of Certain Beneficial
Owners and Management
Security Ownership of Certain Beneficial Owners
Based upon reports filed with the Securities and
Exchange Commission and information provided by the
Company's transfer agent, the following table sets forth,
as of the September 30, 2001, certain information as to
those persons who were beneficial owners of more than
5% of the outstanding shares of Common Stock, except
for Mr. Schugart, whose ownership has been disclosed in
Item 10, above. The Common Stock beneficially owned
by executive officers and directors of the Company as a
group is also disclosed below. The individual ownership
of management is incorporated herein by reference to
Item 10. Management knows of no persons, other than
those set forth below, who owned more than 5% of the
outstanding shares of Common Stock at the Record Date.
Percent of shares
Name and Address Amount and Nature of Common Stock
of Beneficial Owner Beneficial Ownership Outstanding
Landmark Federal Savings Bank
Employee Stock 120,120(1) 10.9%
Ownership Plan ("ESOP"),
Central and Spruce,
Dodge City, Kansas 67801
All Directors and Executive
Officers as a Group
(7 persons) 298,127(2) 27.1%
__________________________________
(1) Reflects shared voting power with respect to 91,912
shares allocated to participating employees, sole
voting power with respect to 28,208 shares
unallocated to participating employees and sole
dispositive power over all shares. The ESOP holds
shares for the exclusive benefit of plan participants. A
portion of these shares are allocated among ESOP
participants annually on the basis of compensation as
the debt incurred in the purchase of the shares is
repaid. Unallocated shares are held in a suspense
account. The ESOP trustees must vote all shares
allocated to participant accounts under the ESOP as
directed by participants. Unallocated shares and
allocated shares for which no timely direction is
received are voted by the trustees as directed by the
ESOP Committee or the Board.
(2) Includes shares of Common Stock held directly as
well as by spouses or minor children, in trust and
other indirect ownership, over which shares the
individuals effectively exercise sole or shared voting
or dispositive power. Includes 134,162 shares of
Common Stock subject to options that are
exercisable within 60 days of the Record Date.
Excludes 93,000 shares held by the ESOP (120,120
shares minus 27,120 shares allocated to executive
officers) over which certain directors, as members
of the ESOP Committee and as trustees to the ESOP
exercise shared voting and dispositive power. Such
directors disclaim beneficial ownership with respect
to these shares.
Management of Registrant knows of no
arrangements, including any pledge by any person of
securities of Registrant, the operation of which may at a
subsequent date result in a change in control of
Registrant.
Section 16(a) beneficial ownership compliance
Section 16(a) of the 1934 Act requires the
Company's officers and directors, and persons who own
more than ten percent of the Common Stock, to file
reports of ownership and changes in ownership of the
Common Stock, on Forms 3, 4 and 5, with the Securities
and Exchange Commission and to provide copies of those
Forms 3, 4 and 5 to the Company. Based upon a review
of the copies of the forms furnished to the Company and
written representations from certain reporting persons that
no Forms 5 were required, the Company believes that all
Section 16(a) filing requirements applicable to its officers
and directors were complied with during the 2001 fiscal
year.
Item 13. Certain Relationships and Related
Transactions
The Company and the Bank, like many financial
institutions, have followed a policy of granting various
types of loans to officers, directors and employees. The
loans were made in the ordinary course of business and
on substantially the same terms, including interest rates
and collateral, as those prevailing at the time for the
Bank's other customers, and do not involve more than the
normal risk of collectibility, nor present other unfavorable
features. All loans by the Bank to its directors and
executive officers are subject to regulations of the OTS
restricting loans and other transactions with affiliated
persons of the Bank. In addition, loans to an affiliate
must be approved in advance by a disinterested majority
of the Board of Directors or be within other guidelines
established as a result of OTS regulations.
Item 14. Exhibits, Lists and Reports on Form 8-K
(a) The following documents are filed as a
part of this report:
The following financial statements and the report
of independent accountants of Registrant included in
Registrant's Annual Report to Stockholders are
incorporated herein by reference and also in Item 8
hereof.
Independent Auditor's Report.
Consolidated Balance Sheets as
of September 30, 2001 and
2000.
Consolidated Statements of
Earnings for the Years Ended
September 30, 2001, 2000 and
1999.
Consolidated Statements of
Stockholders' Equity and
Comprehensive Income for the
Years Ended September 30,
2001, 2000, and 1999.
Consolidated Statements of Cash
Flows for the Years Ended
September 30, 2001, 2000 and
1999.
Notes to Consolidated Financial
Statements.
The following exhibits are included in this Report
or incorporated herein by reference:
List of Exhibits:
3.1 Articles of Incorporation
of Landmark
Bancshares, Inc.*
3.2 Bylaws of Landmark
Bancshares, Inc.*
10.1 1994 Stock Option Plan
of Landmark Bancshares, Inc.**
10.2 Management Stock Bonus
Plan and Trust Agreements**
10.3 1991 Deferred
Compensation
Agreement with Larry
Schugart*
10.4 1998 Deferred
Compensation
Agreement with Larry
Schugart***
10.5 Directors Change in
Control Severance
Plan***
10.6 1996 Stock Option
Agreement with Richard Ball****
10.7 Employment Agreement
with Larry
Schugart******
10.8 Employment Agreement
with Gary Watkins******
10.9 Employment Agreement
with Stephen Sundberg******
10.10 1998 Stock Option
Agreement with Richard Ball***
10.11 Stock Option Agreement
with Larry
Schugart*****
10.12 Stock Option Agreement
with Gary Watkins*****
10.13 Stock Option Agreement
with Stephen
Sundberg******
10.14 Agreement and Plan of
Merger by and between
the Company and MNB
Bancshares, Inc.
with and into Landmark
Bancorp, Inc*******
21 Subsidiaries of Registrant
99.1 Opinion of
Regier Carr & Monroe,
L.L.P.
_____________________
* Incorporated by reference to the
identically numbered exhibit of the registration statement
on Form S-1 (File No. 33-72562)
declared effective by the SEC on February 9,
1994.
** Incorporated by reference to the exhibits to the
proxy statement for a special meeting of
stockholders held on June 22,
1994 and filed with the SEC on
May 24, 1994 (File No. 0-
23164).
*** Incorporated by reference to the
identically numbered exhibit of
the Annual Report on Form 10-
KSB for the fiscal year ended
September 30, 1998 (File No. 0-
23164), filed with the SEC.
**** Incorporated by reference to
Exhibit 10.4 of the Annual
Report on Form 10-K for the
fiscal year ended September 30, 1996 (File
No. 0-23164), filed with the
SEC.
***** Incorporated by reference to the
identically numbered exhibits of
the Annual Report on Form 10-
K for the fiscal year ended
September 30, 1999 (File No. 0-
23164), filed with the SEC.
****** Incorporated by reference to
Annual Report on Form 10-K
for the fiscal year ended
September 30, 2000, filed with
the SEC.
******* Incorporated by reference to
Exhibit 99.1 of the Company's
current report of Form 8-K filed
on April 20, 2001, filed with the
SEC.
No reports on Form 8-K were filed during the last
quarter of the period covered by this report.
Independent Auditors' Report
The Board of Directors
Landmark Bancshares, Inc.:
We have audited the accompanying
consolidated balance sheet of Landmark
Bancshares, Inc. and subsidiary (the Company)
as of September 30, 2001, and the related
consolidated statements of earnings,
stockholders' equity and comprehensive
income, and cash flows for the year then ended.
The accompanying consolidated financial
statements for 2000 and 1999 were audited by
other auditors, whose report dated October 26,
2000 expressed an unqualified opinion thereon.
These consolidated financial statements are the
responsibility of the Company's management.
Our responsibility is to express an opinion on
these consolidated financial statements based on
our audit.
We conducted our audit in accordance with
auditing standards generally accepted in the
United States of America. Those standards
require that we plan and perform the audit to
obtain reasonable assurance about whether the
consolidated financial statements are free of
material misstatement. An audit includes
examining, on a test basis, evidence supporting
the amounts and disclosures in the consolidated
financial statements. An audit also includes
assessing the accounting principles used and
significant estimates made by management, as
well as evaluating the overall consolidated
financial statement presentation. We believe that
our audit provides a reasonable basis for our
opinion.
In our opinion, the consolidated financial
statements referred to above present fairly, in all
material respects, the financial position of the
Company as of September 30, 2001, and the
results of its operations and its cash flows for
the year then ended, in conformity with
accounting principles generally accepted in the
United States of America.
/s/KPMG LLP
Kansas City, Missouri
November 2, 2001
LANDMARK BANCSHARES, INC.
AND SUBSIDIARY
Consolidated Balance Sheets
September 30, 2001 and 2000
Assets 2001 2000
Cash and cash equivalents:
Cash $ 1,026,721 1,335,431
Interest-bearing deposits in
other financial institutions 18,974,128 3,754,540
Total cash and cash equivalents 20,000,849 5,089,971
Investment securities:
Held-to-maturity - 38,778,903
Available-for-sale 30,888,921 9,869,378
Loans, net 141,987,020 182,659,647
Loans held for sale 2,486,449 8,854,493
Premises and equipment, net of accumulated
depreciation 1,464,606 1,635,170
Accrued interest and other assets 3,427,540 3,788,413
Total assets $200,255,385 250,675,975
Liabilities and Stockholders' Equity
Liabilities:
Deposits:
Noninterest bearing demand $ 8,040,520 5,791,798
Money market and NOW 19,751,450 14,786,073
Savings 8,382,663 8,052,345
Time, $100,000 and greater 20,716,486 46,933,583
Time, other 91,172,383 89,761,641
Total deposits 148,063,502 165,325,440
Federal Home Loan Bank borrowings 21,000,000 57,000,000
Accrued interest and expenses, taxes,
and other liabilities 5,092,495 4,688,531
Total liabilities 174,155,997 227,013,971
Stockholders' equity:
Common stock, $.01 par; 10,000,000 shares authorized; 2,281,312
shares issued in 2001 and 2000 228,131 228,131
Additional paid-in capital 22,368,048 22,475,208
Retained earnings 25,880,695 24,022,616
Treasury stock, at cost,
1,179,374 and 1,173,938 shares at
2001 and 2000, respectively (22,622,838)(22,534,394)
Unearned employee benefits (282,084) (418,963)
Accumulated other
comprehensive income (loss) 527,436 (110,594)
Total stockholders' equity 26,099,388 23,662,004
Commitments and contingencies ----------- ----------
Total liabilities and
stockholders' equity $ 200,255,385 250,675,975
See accompanying notes to consolidated financial statements.
LANDMARK BANCSHARES, INC.
AND SUBSIDIARY
Consolidated Statements of Earnings
Years ended September 30, 2001, 2000, and 1999
2001 2000 1999
Interest income:
Loans $ 13,591,077 14,782,605 14,101,667
Investment securities 1,884,909 2,683,186 1,848,941
Other 962,197 764,817 1,108,444
Total interest income 16,438,183 18,230,608 17,059,052
Interest expense:
Deposits 7,781,296 7,340,453 7,515,201
Other borrowings 2,127,900 3,888,907 2,513,394
Total interest expense 9,909,196 11,229,360 10,028,595
Net interest income 6,528,987 7,001,248 7,030,457
Provision for loan losses 120,000 266,970 785,000
Net interest income after
provision for loan losses 6,408,987 6,734,278 6,245,457
Noninterest income:
Fees and service charges 437,312 455,021 397,741
Gains on sales of loans 763,470 180,979 462,813
Gains on sales of investment
securities,net 997,859 50,768 500,123
Other 154,035 290,712 275,384
Total noninterest income $2,352,676 977,480 1,636,061
Noninterest expense:
Compensation and benefits $2,674,664 2,338,671 2,500,121
Occupancy and equipment 258,092 259,201 252,790
Amortization 181,262 89,036 90,636
Professional fees 76,100 107,438 79,510
Data processing 145,289 164,622 189,011
Other 941,115 1,097,478 1,079,327
Total noninterest expense 4,276,522 4,056,446 4,191,395
Earnings before income taxes 4,485,141 3,655,312 3,690,123
Income taxes 1,780,394 1,271,947 1,334,553
Net earnings before cumulative
effect of change in
accounting principle 2,704,747 2,383,365 2,355,570
Cumulative effect of change in accounting principle,
net of tax of $125,144 (214,553) - -
Net earnings $2,490,194 2,383,365 2,355,570
Earnings per share:
Basic:
Earnings before cumulative effect of change in
accounting principle $ 2.55 2.19 2.06
Cumulative effect of change in accounting
principle (0.20) - -
$ 2.35 2.19 2.06
Diluted:
Earnings before cumulative effect of change in
accounting principle $ 2.36 2.04 1.87
Cumulative effect of change in accounting
principle (0.18) - -
$ 2.18 2.04 1.87
See accompanying notes to consolidated financial statements.
LANDMARK BANCSHARES, INC.
AND SUBSIDIARY
Consolidated Statements of Stockholders' Equity
and Comprehensive Income
Years ended September 30, 2001, 2000, and 1999
Accumu-
lated
other
compre-
Additional Unearned hensive
Common paid-in Retained Treasury employee income
stock capital earnings stock benefits (loss) Total
Balance at September 30, 1998
$228,131 22,466,144 20,739,642 (17,904,245)(789,241) 283,336 25,023,767
Comprehensive income:
Net earnings - - 2,355,570 - - - 2,355,570
Change in fair value of investment
securities available-for-sale,
net of tax - - - - - (403,829) (403,829)
Total comprehensive income
- - 2,355,570 - - (403,829) 1,951,741
Dividends paid ($.70 per share)- - (805,072) - - - (805,072)
Reduction of unearned
employee benefits - 203,481 - - 233,400 - 436,881
Issuance of 10,000 stock options under
stock compensation plan - 36,753 - - - - 36,753
Purchase of 196,370
treasury shares - - - (4,239,923) - - (4,239,923)
Balance at September 30, 1999
228,131 22,706,378 22,290,140 (22,144,168) (555,841)(120,493) 22,404,147
Comprehensive income:
Net earnings - - 2,383,365 - - - 2,383,365
Change in fair value of investment
securities available-for-sale,
net of tax - - - - - 9,899 9,899
Total comprehensive income - - 2,383,365 - - 9,899 2,393,264
Dividends paid ($.60 per share) - - (650,889) - - - (650,889)
Reduction of unearned employee benefits - 59,134 - - 136,878 - 196,012
Exercise of stock options, 35,958 shares - (290,304) - 692,308 - - 402,004
Purchase of 60,148 treasury shares - - - (1,082,534) - - (1,082,534)
Balance at September 30, 2000
228,131 22,475,208 24,022,616 (22,534,394)(418,963)(110,594) 23,662,004
Comprehensive income:
Net earnings - - 2,490,194 - - - 2,490,194
Change in fair value of investment
securities available-for-sale,
net of tax - - - - - 638,030 638,030
Total comprehensive income - - 2,490,194 - - 638,030 3,128,224
Dividends paid ($.60 per share)- - (632,115)- - - (632,115)
Reduction of unearned employee benefits - 76,900 - - 136,879 - 213,779
Exercise of stock options, 20,039 shares - (184,060) - 384,453 - - 200,393
Purchase of 25,475 treasury shares - - - (472,897) - - (472,897)
Balance at September 30, 2001
$228,131 22,368,048 25,880,695 (22,622,838) (282,084) 527,436 26,099,388
See accompanying notes to consolidated financial statements.
LANDMARK BANCSHARES, INC.
AND SUBSIDIARY
Consolidated Statements of Cash Flows
Years ended September 30, 2001, 2000, and 1999
2001 2000 1999
Cash flows from operating activities:
Net earnings $2,490,194 2,383,365 2,355,570
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Cumulative effect of change in accounting
principle 339,697 - -
Provision for loan losses 120,000 266,970 785,000
Depreciation and amortization 523,879 445,806 503,140
Deferred income taxes (185,375) (127,684) (43,384)
Net gains on sales of investment securities,
premises and equipment,
and other real estate(918,424)(50,768)(500,123)
Net gain on sales of loans (763,470) (180,979) (462,813)
Proceeds from sale of loans 35,713,523 8,939,705 23,698,249
Origination of loans held for sale (28,558,331)(9,787,423)(20,482,876)
Purchase of loans held for sale (36,000) - (671,690)
Changes in assets and liabilities:
Accrued interest and other assets 342,134 (104,631) (399,865)
Accrued expenses, taxes,
and other liabilities 789,833 (117,679) 1,134,894
Net cash provided by
operating activities 9,857,660 1,666,682 5,916,102
Cash flows from investing activities:
Net (increase) decrease in loans 22,342,678 (13,163,886) (6,211,472)
Maturities and prepayments of investment
securities held-to-maturity - 3,571,577 (9,009,613)
Proceeds from sales of equity investments - 165,525 -
Purchases of investment securities
available-for-sale (10,000) (825,000) (4,439,929)
Proceeds from sale of investment securities
available-for-sale, trading 37,211,072 3,328,452 1,478,042
Proceeds from sales of premises and equipment
and foreclosed assets 335,209 281,826 231,838
Purchases of premises and equipment, net (38,500) (106,745) (249,886)
Other investing activity, net (40,652) (6,574) (221,746)
Net cash provided by (used in) investing
activities $59,799,807 (6,754,825) (18,422,766)
Cash flows from financing activities:
Net increase (decrease) in deposits $(17,261,938) 6,389,148 4,143,376
Increase (decrease) in escrow accounts (580,032) 193,240 239,635
Federal Home Loan Bank borrowings
(repayments), net (36,000,000) (1,000,000) 16,300,000
Proceeds from issuance of common stock under
stock option plan 200,393 359,580 -
Payment of dividends (632,115) (650,889) (805,072)
Purchase of treasury stock (472,897) (1,082,534) (4,239,923)
Other financing activities, net - (6,161) -
Net cash provided by (used in) financing
activities (54,746,589) 4,202,384 15,638,016
Net increase (decrease) in cash and cash
equivalents 14,910,878 (885,759) 3,131,352
Cash and cash equivalents
at beginning of year 5,089,971 5,975,730 2,844,378
Cash and cash equivalents
at end of year $20,000,849 5,089,971 5,975,730
Supplemental disclosure of cash flow information:
Cash paid during the year
for income taxes $ 1,571,841 1,296,186 1,399,718
Cash paid during the year
for interest $ 9,759,113 11,409,059 10,228,772
Supplemental schedule of noncash investing and
financing activities:
Transfer of loans to
real estate owned $ 870,799 601,429 685,585
Loans to facilitate sale of
foreclosed assets - 115,863 15,606
Net transfer of loans held for investment to
held for sale - 7,221,401 1,325,297
Loans securitized and transferred to investment
securities 17,786,403 - -
See accompanying notes to consolidated financial statements.
(1) Summary of Significant Accounting Policies
(a) Principles of Consolidation
The accompanying consolidated financial
statements include the accounts of Landmark
Bancshares, Inc. (the Company) and its
wholly owned subsidiary, Landmark Federal
Savings Bank (the Bank). Intercompany
balances and transactions have been
eliminated in consolidation.
(b) Investment Securities
The Company classifies its investment
securities portfolio as held-to-maturity, which
are recorded at amortized cost, available-for-
sale, which are recorded at fair value with
unrealized gains and losses excluded from
earnings and reported in a separate component
of stockholders' equity until realized, or
trading securities, which are held principally
for resale and reported at fair value, with
unrealized changes in value reported in the
Bank's income statement as part of earnings.
Effective October 1, 2000, the Company
adopted SFAS No. 133. In connection with
the adoption, certain investments were
reclassified from held-to-maturity to
available-for-sale and trading (see note 2).
Premiums and discounts are amortized over
the estimated lives of the securities using the
interest method. Gains and losses on sales are
calculated using the specific identification
method.
Certain securities previously classified as
available-for-sale have suffered declines in
value which management believes are other
than temporary. Accordingly, the unrealized
loss on those securities, aggregating $94,957,
has been recorded as a part of the 2001 gain
on sale of investment securities, net.
(c) Loans and Related Earnings
Loans receivable that management has the
intent and ability to hold for the foreseeable
future or until maturity or pay-off are reported
at their outstanding principal balances, net of
undisbursed loan proceeds, the allowance for
loan losses, any deferred fees or costs on
originated loans, and unamortized premiums
or discounts on purchased loans. Premiums
and discounts on purchased residential real
estate loans are amortized to income using the
interest method over the estimated remaining
period to maturity. Loan origination fees and
certain direct costs are capitalized and
recognized as an adjustment of the yield of the
related loan.
Mortgage loans originated and intended for
sale in the secondary market are carried at the
lower of cost or estimated fair value. Net
unrealized losses are recognized through a
valuation allowance by charges to income.
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 nonperforming assets, and
current economic conditions. This evaluation
is inherently subjective as it requires estimates
that are susceptible to significant revision as
more information becomes available.
A loan is considered impaired when, based on
current information and events, it is probable
that the Bank will be unable to collect the
scheduled payments of principal or interest
when due according to the contractual terms
of the loan agreement. Factors considered by
management in determining impairment
include payment status, collateral value, and
the probability of collecting scheduled
principal and interest payments when due.
Loans that experience insignificant payment
delays and payment shortfalls generally are
not classified as impaired. Management
determines the significance of payment delays
and payment shortfalls on a case-by-case
basis, taking into consideration all of the
circumstances surrounding the loan and the
borrower, including the length of the delay,
the reasons for the delay, the borrower's prior
payment record, and the amount of the
shortfall in relation to the principal and
interest owed. Impairment is measured on a
loan by loan basis for commercial and
construction loans by either the present value
of expected future cash flows discounted at
the loan's effective interest rate, the loan's
obtainable market price, or the fair value of
the collateral if the loan is collateral
dependent.
Large groups of smaller balance homogeneous
loans are collectively evaluated for
impairment. Accordingly, the Company does
not separately identify individual consumer
and residential loans for impairment
disclosures.
The accrual of interest on mortgage and
commercial loans is discontinued at the time
the loan is 90 days delinquent unless the credit
is well-secured and in process of collection.
Consumer loans are typically charged off no
later than 180 days past due. In all cases, loans
are placed on nonaccrual or charged off at an
earlier date if collection of principal or interest
is considered doubtful.
All interest accrued but not collected for loans
that are placed on nonaccrual or charged off is
reversed against interest income. The interest
on these loans is accounted for on the cash-
basis or cost-recovery method, until
qualifying for return to accrual. Loans are
returned to accrual status when all the
principal and interest amounts contractually
due are brought current and future payments
are reasonably assured.
(d) Premises and Equipment
Premises and equipment are stated at cost less
accumulated depreciation. Depreciation is
provided using the straight-line or accelerated
methods over the estimated useful lives,
ranging from three to fifty years, of the assets.
Major replacements and betterments are
capitalized while maintenance and repairs are
charged to expense when incurred. Gains or
losses on dispositions are reflected in current
operations.
(e) Income Taxes
The Company files a consolidated federal
income tax return with its subsidiary, and
records deferred tax assets and liabilities for
the future tax consequences attributable to
differences between the consolidated financial
statement carrying amounts of existing assets
and liabilities and their respective income tax
bases. Deferred tax assets and liabilities are
measured using enacted tax rates applied to
taxable income in the years in which those
temporary differences are expected to be
recovered or settled. The effect on deferred
tax assets and liabilities of a change in tax
rates is recognized in income in the period
that includes the enactment date.
(f) Use of Estimates
Management of the Company has made a
number of estimates and assumptions relating
to the reporting of assets and liabilities and the
disclosure of contingent assets and liabilities
to prepare these consolidated financial
statements in conformity with accounting
principles generally accepted in the United
States of America. Actual results could differ
from those estimates.
(g) Comprehensive Income
The Company's only component of other
comprehensive income is the unrealized
holding gains and losses on available-for-sale
securities as shown below:
For the years ended
September 30
2001 2000 1999
Unrealized holding gains (losses) $3,170,655 68,528 (160,267)
Cumulative effect of a change in accounting
principle (see note 2) (1,139,745) - -
Less reclassification adjustment for gains
included in net income (997,859)(50,768) (500,123)
Net unrealized gains (losses) on
securities 1,033,051 17,760 (660,390)
Income taxes (395,021) (7,861) 256,561
Other comprehensive income (loss) $638,030 9,899 (403,829)
(h) Earnings Per Share
Basic earnings per share represent income
available to common stockholders divided by
the weighted average number of common
shares outstanding during the year. Diluted
earnings per share reflect additional common
shares that would have been outstanding if
dilutive potential common shares had been
issued, as well as any adjustment to income
that would result from the assumed issuance.
Potential common shares that may be issued
by the Company relate solely to outstanding
stock options and management stock bonus
plan (MSBP) shares, and are determined using
the treasury stock method.
Notes to Consolidated Financial Statements
The shares used in the calculation of basic and
diluted income per share are shown below:
For the years ended
September 30
2001 2000 1999
Weighted average common
shares outstanding 1,058,826 1,086,528 1,142,222
Stock options and MSBP 84,252 81,318 120,242
1,143,078 1,167,846 1,262,464
(i) Reclassifications
Certain reclassifications to prior year amounts
have been made to conform with current year
presentation.
(2) Investment Securities
A summary of investment securities information is
as follows:
September 30, 2001
Gross Gross
Amortized unrealized unrealized Estimated
cost gains losses fair value
Available-for-sale:
U. S. government and agency
obligations $8,500,000 7,630 - 8,507,630
Municipal obligations 985,000 34,443 - 1,019,443
Mortgage-backed securities 15,314,207 589,690 11,754 15,892,143
FHLB stock 3,597,500 - - 3,597,500
Corporate bonds 200,000 - 2,000 198,000
Common stock 1,208,682 288,345 52,586 1,444,441
Other investments 229,764 - - 229,764
Total $30,035,153 920,108 66,340 30,888,921
September 30, 2000
Gross Gross
Amortized unrealized unrealized Estimated
cost gains losses fair value
Held-to-maturity:
Municipal obligations $1,185,000 12,797 16,220 1,181,577
U. S. government and agency
obligations 27,481,885 - 1,399,854 26,082,031
Mortgage-backed securities 10,112,018 38,224 114,389 10,035,853
Total $ 38,778,903 51,021 1,530,463 37,299,461
Available-for-sale:
U. S. government and agency
obligations $ 2,000,000 - 47,813 1,952,187
FHLB stock 3,800,000 - - 3,800,000
Corporate bonds 200,000 - 18,187 181,813
Common stock 3,756,890 493,186 606,469 3,643,607
Other investments 291,771 - - 291,771
Total $ 10,048,661 493,186 672,469 9,869,378
In June 1998, the Financial Accounting Standards
Board (FASB) issued Statement of Financial
Accounting Standards (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. The Company adopted SFAS
No. 133 on October 1, 2000. As permitted by SFAS
No. 133, the Company transferred all of its
securities on that date from the held-to-maturity
portfolio to the available-for-sale and trading
portfolios as follows:
Securities transferred
Trading Available- Total Total
(at fair for-sale (at (at fair (at book
Security value) fair value) value) 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
All trading securities were sold during 2000. 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
effect, impacting earnings and other comprehensive
income as follows:
Adjust-
ment to
other
Adjust- compre- Total
ment to hensive adjust-
earnings income ments
Investment securities $(339,697) (1,063,580) (1,403,277)
Mortgage-backed securities - (76,165) (76,165)
Pretax 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)
Maturities of investment securities at September
30, 2001 are as follows:
Amortized Estimated
cost fair value
Due in less than one year $ 7,650,000 7,654,474
Due after one year but within five years 350,000 366,914
Due after five years 1,485,000 1,505,685
Mortgage-backed securities, common
stock, and other investments 20,550,153 21,361,848
Total $ 30,035,153 30,888,921
Except for U. S. government and agency
obligations, no investment in a single issuer
exceeded 10% of stockholders' equity.
At September 30, 2001 and 2000, securities
pledged to secure public funds on deposit had a
carrying value of approximately $17 million and
$38 million, respectively.
(3) Loans
Loans consist of the following at September 30:
2001 2000
Real estate loans:
One-to-four family residential $106,069,440 147,514,858
Commercial 10,084,314 9,331,198
Construction 3,247,777 857,486
Second mortgage 9,530,999 10,403,434
Commercial loans 7,604,138 7,033,573
Consumer loans 6,926,143 9,050,233
Total 143,462,811 184,190,782
Less:
Deferred loan fees 51,662 154,428
Allowance for loan losses 1,424,129 1,376,707
Loans, net $141,987,020 182,659,647
The Company is a party to financial instruments
with off-balance sheet risk in the normal course of
business to meet customer financing needs. These
financial instruments consist principally of
commitments to extend credit. The Company uses
the same credit policies in making commitments
and conditional obligations as it does for on-
balance sheet instruments. The Company's
exposure to credit loss in the event of
nonperformance by the other party is represented
by the contractual amount of those instruments. In
the normal course of business, there are various
commitments and contingent liabilities, such as
guarantees, commitments to extend credit, letters of
credit, and lines of credit, which are properly not
recorded in the accompanying consolidated
financial statements. The Company generally
requires collateral or other security on unfunded
loan commitments and irrevocable letters of credit.
Commitments to extend credit and lines of credit
aggregated approximately $10 million and $8
million at September 30, 2001 and 2000,
respectively.
The Company is exposed to varying risks
associated with concentrations of credit relating
primarily to lending activities in specific
geographic areas. The Company's principal lending
area consists of the cities of Dodge City, Great
Bend, Garden City, LaCrosse, and Hoisington,
Kansas and the surrounding communities, and
substantially all of the Company's loans are to
residents of or secured by properties located in its
principal lending area. Accordingly, the ultimate
collectibility of the Company's loan portfolio is
dependent upon market conditions in those areas.
These geographic concentrations are considered in
management's establishment of the allowance for
loan losses.
A summary of the activity in the allowance for loan
losses is as follows:
For the years ended
September 30
2001 2000 1999
Balance at beginning of year $ 1,376,707 1,317,676 1,136,753
Provision 120,000 266,970 785,000
Charge-offs (159,804) (352,390) (657,712)
Recoveries 87,226 144,451 53,635
Balance at end of year $ 1,424,129 1,376,707 1,317,676
At September 30, 2001 and 2000, impaired loans,
including nonaccrual loans, aggregated $641,000
and $505,000, respectively.
The Bank serviced loans for others of $86,585,000
and $58,112,000 at September 30, 2001 and 2000,
respectively. The following is an analysis of the
changes in mortgage servicing rights during the
years ended September 30, 2001, 2000, and 1999:
2001 2000 1999
Balance at beginning of year $ 263,522 318,543 225,835
Additions 403,176 34,015 183,344
Amortization (181,262) (89,036) (90,636)
Balance at end of year $ 485,436 263,522 318,543
The Bank had loans to directors and officers at
September 30, 2001 which carry terms similar to
those for other loans. A summary of such loans is
as follows:
Balance at beginning of year $ 2,819,652
New loans 1,216,270
Repayments (1,151,300)
Balance at end of year $ 2,884,622
(4) Premises and Equipment
Premises and equipment consist of the following at
September 30:
2001 2000
Land $ 298,366 298,366
Office buildings and improvements 1,947,070 1,958,977
Furniture and equipment 1,240,099 1,241,367
Automobiles 15,000 11,544
Total 3,500,535 3,510,254
Less accumulated depreciation 2,035,929 1,875,084
Total $ 1,464,606 1,635,170
(5) Time Deposits
Maturities of time deposits are as follows at
September 30, 2001:
Year Amount
2002 $ 96,863,474
2003 12,385,241
2004 1,697,041
2005 734,156
2006 192,053
Thereafter 16,904
Total $ 111,888,869
(6) Federal Home Loan Bank Advances
Long-term advances from the FHLB at September
30, 2001 and 2000 amount to $21,000,000 and
$57,000,000, respectively. Maturities of such
advances at September 30, 2001 are summarized as
follows:
Year ending
September 30 Amount Rates
2003 $ 2,000,000 3.66%
2005 10,000,000 6.10%
Thereafter 9,000,000 5.07%
$ 21,000,000
The Bank has a line of credit, renewable annually
in February, with the FHLB under which there
were no outstanding borrowings at September 30,
2001 and 2000.
Although no loans are specifically pledged, the
FHLB requires the Bank to maintain eligible
collateral (qualifying loans and investment
securities) that has a lending value at least equal to
its required collateral. At September 30, 2001, the
Bank's total borrowing capacity with the FHLB
was approximately $87 million.
(7) Income Taxes
Total income tax expense for 2001, 2000, and 1999
is allocated as follows:
2001 2000 1999
Income from continuing operations $1,780,394 1,271,947 1,334,553
Income from a change in accounting
principle (125,144) - -
Stockholders' equity, recognition of
unrealized gains/(losses) on AFS
securities 395,021 7,861 (256,561)
$ 2,050,271 1,279,808 1,077,992
Income tax expense (benefit) attributable to income
from continuing operations consists of:
2001 2000 1999
Current $ 1,965,769 1,399,631 1,377,937
Deferred (185,375) (127,684) (43,384)
$ 1,780,394 1,271,947 1,334,553
Federal $ 1,598,572 1,128,163 1,174,544
State 181,822 143,784 160,009
$ 1,780,394 1,271,947 1,334,553
Income tax expense attributable to income from
continuing operations was $1,780,394, $1,271,947,
and $1,334,553 for the years ended September 31,
2001, 2000, and 1999 respectively, The reasons for
the difference between actual income tax expense
and expected income tax expense allocated to
earnings before extraordinary loss at the 34%
statutory federal income tax rate are as follows:
2001 2000 1999
Computed 'expected' tax expense $1,524,948 1,242,806 1,254,642
Increase (reduction) in income taxes resulting from:
Tax-exempt interest income (17,844) (21,312) (24,331)
Contributions to ESOP 10,783 5,985 18,465
State income taxes,
net of deferred benefit 120,002 84,072 107,014
Other, net 142,505 (39,604) (21,237)
$1,780,394 1,271,947 1,334,553
The tax effects of temporary differences that give
rise to the significant portions of the deferred tax
assets and liabilities at September 30, 2001 and
2000 are as follows:
2001 2000
Deferred tax assets:
Unrealized loss on investment securities
available-for-sale $ - 68,690
Allowance for loan losses 431,109 361,891
Deferred compensation arrangements 224,387 183,650
State taxes 31,878 26,461
Other, net 34,500 -
Total deferred tax assets 721,874 640,692
Deferred tax liabilities:
Unrealized gain on investment securities
available-for-sale 326,331 -
FHLB stock dividends 395,503 417,769
Other, net - 13,237
Total deferred tax liabilities 721,834 431,006
Net deferred tax asset $ 40 209,686
There was no valuation allowance required for
deferred tax assets at December 31, 2001 or 2000.
Management believes that it is more likely than not
the results of future operations will generate
sufficient taxable income to realize the deferred tax
assets.
Prior to 1996, the Company was allowed to deduct
for tax purposes the greater of an experience
method bad debt deduction based on actual charge-
offs or a statutory bad debt deduction based on a
percentage (8%) of taxable income before such
deduction. Under the Small Business Job Projection
Act (the Act) of 1996, the allowable deduction
under the percentage of taxable income method was
terminated for tax years beginning after 1995, and
will not be available to the Company for future
years. The Act also provides that federal income
tax bad debt reserves accumulated since 1988 (the
base year reserve) must be recaptured and included
in taxable income over a six-year inclusion period
beginning 1998. Included in the deferred income
tax liability at September 30, 2001 and 2000 is
$53,095 and $106,190, respectively, for this
recapture.
Retained earnings at September 30, 2001 and 2000
include approximately $5,585,000 for which no
provision for federal income tax has been made.
This amount represents allocations of income to
bad debt deductions in years prior to 1988 for tax
purposes only. Reduction of amounts allocated for
purposes other than tax bad debt losses will create
income for tax purposes only, which will be subject
to the then current corporate income tax rate.
(8) Employee Benefit Plans
Employee Retirement Plan
The Bank has adopted a 401(k) defined
contribution savings plan. Substantially all
employees are covered under the contributory plan.
Pension costs attributable to the years ended
September 30, 2001, 2000, and 1999 were $40,000,
$38,000, and $36,000, respectively.
Deferred Compensation Agreements
The Bank has entered into deferred compensation
agreements with certain key employees that provide
for cash payments to be made after their retirement.
The liabilities under the agreements have been
recorded at the present values of accrued benefits
using a 7% interest rate. The balance of estimated
accrued benefits was $420,482 and $235,447 at
September 30, 2001 and 2000, respectively. In
connection with the deferred compensation
agreements, the Bank has purchased life insurance
policies on covered employees in which the Bank is
the beneficiary to assist in funding benefits. At
September 30, 2001 and 2000, the cash surrender
values on the policies were $438,849 and $421,759,
respectively.
Employee Stock Ownership Plan
Upon conversion from mutual to stock form, the
Bank established an employee stock ownership
plan (ESOP). The original acquisition of 136,878
shares of Company stock by the plan was funded
by a loan from the Company to the ESOP in the
amount of $1,368,780. The loan, together with
interest, is being repaid over a ten-year period
through annual contributions by the Bank. The
Bank makes annual contributions to the ESOP
equal to the ESOP's debt service less dividends
received by the ESOP. All dividends received by
the ESOP are used to pay debt service. The ESOP
shares initially were pledged as collateral for its
debt. As the debt is repaid, shares are released from
the collateral and will be allocated to active
employees based on the proportion of debt service
paid in the year.
The Bank accounts for its ESOP shares in
accordance with Statement of Position No. 93-6.
Accordingly, the debt of the ESOP is recorded as
debt of the Bank and the shares pledged as
collateral are reported as unearned ESOP shares in
the Statement of Financial Condition. As of
September 30, 2001 and 2000, the balance of
indebtedness from the ESOP to the Company was
$282,084 and $418,963, respectively, which is
shown as a deduction from stockholders' equity on
the consolidated balance sheets. The debt, which is
accounted for as a liability of the Bank and a
receivable for the Company, has been eliminated in
consolidation. As shares are released from
collateral, the Company reports compensation
expense equal to the current market price of the
shares, and the shares become outstanding for
earnings per share computations. Dividends on
allocated ESOP shares are recorded as a reduction
of retained earnings; dividends on unallocated
ESOP shares are recorded as compensation
expense. ESOP compensation expense was
$169,000, $154,000, and $191,000 for the years
ended September 30, 2001, 2000, and 1999,
respectively. The remaining 28,208 and 41,896
unallocated shares at September 30, 2001 and 2000
had an estimated market value of $544,000 and
$765,000, respectively.
Management Stock Bonus Plan
In connection with the stock conversion in 1994,
the Bank adopted three Management Stock Bonus
Plans (collectively, the MSBP), the objective of
which was to enable the Bank to retain personnel of
experience and ability in key positions of
responsibility.
The MSBP purchased 91,252 shares of the
Company's stock for $965,224. These shares were
granted to employees in the form of restricted stock
earned over a five-year period at the rate of one-
fifth of such shares per year following the date of
grant of the award. Compensation expense, equal to
the fair market value of the common stock at the
date of the grant to the employee, was recognized
pro rata over the five years during which the shares
were payable. All awards were fully amortized as
of March 1999.
(9) Stock Option Plan
In connection with the stock conversion in 1994,
the Bank's Board of Directors also adopted the
1994 Stock Option Plan (the Option Plan). The
purpose of the Option Plan is to provide additional
incentive to certain officers, directors, and key
employees by facilitating their purchase of a stock
interest in the Company. The Option Plan provides
for the granting of incentive and nonincentive stock
options with a duration of ten years, after which no
awards may be made, unless earlier terminated by
the Board of Directors pursuant to the Option Plan.
Stock to be offered under the Option Plan may be
authorized by unissued common stock, or
previously issued shares that have been reacquired
by the Company and held as treasury shares.
The Option Plan is administered by a committee of
at least three nonemployee directors designated by
the Board of Directors (the Option Committee).
The Option Committee will select the employees to
whom options are to be granted and the number of
shares to be granted. The option price may not be
less than 100% of the fair market value of the
shares on the date of the grant, and no option shall
be exercisable after the expiration of ten years from
the grant date. In the case of any employee who
owns more than 10% of the outstanding common
stock at the time the option is granted, the option
price may not be less than 110% of the fair market
value of the shares on the date of the grant, and the
option shall not be exercisable after the expiration
of five years from the grant date. The exercise price
may be paid in cash, shares of the common stock,
or a combination of both.
As of the date of conversion, the Option Committee
granted 228,131 shares of common stock, at an
exercise price of $10 per share. In addition, options
for 18,479 shares of common stock, at an exercise
price of $16.50 per share, were awarded on
November 20, 1996; options for 2,053 shares of
common stock, at an exercise price of $23.625 per
share, were awarded on January 15, 1998; options
for 10,000 shares were awarded on November 18,
1998 and options for 2,500 shares were awarded on
April 27, 2000, at an exercise price of $15.125. All
such options are exercisable immediately. As of
September 30, 2001, 62,842 options have been
exercised and 2,000 options have expired, resulting
in 196,321 options outstanding.
The Company accounts for the fair value of the
options issued under the Option Plan subsequent to
October 1, 1996 in accordance with SFAS No. 123.
The compensation cost that has been charged to
compensation and benefits expense for the Option
Plan was $0, $48,585, and $36,753 for the years
ended September 30, 2001, 2000, and 1999,
respectively. In accordance with SFAS No. 123, the
fair value of each option grant is estimated on the
date of grant using the Black-Scholes option-
pricing model with the following weighted average
assumptions used for grants during the years ended
September 30, 2000 and 1999, dividend yield of
2.54%, expected volatility of 25%, risk-free interest
rate of 5.5%, and expected life of two years.
Common stock options granted during the year
ended September 30, 2000 had an exercise price of
$15.125 per share and an estimated fair value of $0.
No options were granted in the current year.
Certain information for the years ended September
30, 2001 and 2000 relative to stock options is as
follows:
September 30
2001 2000
Weighted Weighted
average average
exercise exercise
Fixed options Shares price Shares price
Outstanding at beginning of year 216,360 $11.14 258,663 $11.18
Granted - - 2,500 15.13
Canceled - - (2,000) (23.25)
Exercised (20,039) (10.00) (42,803) (11.04)
Outstanding at end of year 196,321 11.26 216,360 11.14
Exercisable at end of year 196,321 216,360
Number of shares available for
future grant:
Beginning of year - -
End of year - -
(10) Fair Value of Financial Instruments
Fair value estimates of the Company's financial
instruments as of September 30, 2001 and 2000,
including methods and assumptions utilized, are set
forth below:
2001 2000
Carrying Estimated Carrying Estimated
amount fair value amount fair value
Investment securities $30,035,154 30,889,000 48,648,281 47,169,000
Loans, net of unearned fees
and allowance for
loan losses $141,987,020 142,940,000 182,659,647 181,588,000
Loans held for sale $ 2,486,449 2,486,000 8,854,493 8,912,000
Noninterest bearing demand
deposits $ 8,040,520 8,040,000 5,791,798 5,791,000
Money market and NOW
deposits 19,751,450 19,751,000 14,786,073 14,786,000
Savings deposits 8,382,663 8,382,000 8,052,345 8,052,000
Time deposits 111,888,869 112,853,000 136,695,224 136,094,000
Total deposits $148,063,502 149,026,000 165,325,440 164,723,000
FHLB advances $ 21,000,000 22,289,000 57,000,000 56,879,000
Methods and Assumptions Utilized
The carrying amount of cash and cash equivalents,
loans held for sale, federal funds sold, and accrued
interest receivable and payable are considered to
approximate fair value.
The estimated fair value of investment securities,
except certain obligations of states and political
subdivisions, is based on bid prices published in
financial newspapers or bid quotations received
from securities dealers. The fair value of certain
obligations of states and political subdivisions is
not readily available through market sources other
than dealer quotations, so fair value estimates are
based upon quoted market prices of similar
instruments, adjusted for differences between the
quoted instruments and the instruments being
valued.
The estimated fair value of the Company's loan
portfolio is based on the segregation of loans by
collateral type, interest terms, and maturities. In
estimating the fair value of each category of loans,
the carrying amount of the loan is reduced by an
allocation of the allowance for loan losses. Such
allocation is based on management's loan
classification system which is designed to measure
the credit risk inherent in each classification
category. The estimated fair value of performing
variable rate loans is the carrying value of such
loans, reduced by an allocation of the allowance for
loan losses. The estimated fair value of performing
fixed rate loans is calculated by discounting
scheduled cash flows through the estimated
maturity using estimated market discount rates that
reflect the interest rate risk inherent in the loan,
reduced by an allocation of the allowance for loan
losses. The estimate of maturity is based on the
Company's historical experience with repayments
for each loan classification, modified, as required,
by an estimate of the effect of current economic
and lending conditions. The fair value for
significant nonperforming loans is the estimated
fair value of the underlying collateral based on
recent external appraisals or other available
information, which generally approximates
carrying value, reduced by an allocation of the
allowance for loan losses.
The estimated fair value of deposits with no stated
maturity, such as noninterest bearing demand
deposits, savings, money market accounts, and
NOW accounts, is equal to the amount payable on
demand. The fair value of interest-bearing time
deposits is based on the discounted value of
contractual cash flows of such deposits. The
discount rate is estimated using the rates currently
offered for deposits of similar remaining maturities.
The fair value of advances from the Federal Home
Loan Bank are estimated using the rates offered for
similar borrowings.
Limitations
Fair value estimates are made at a specific point in
time, based on relevant market information and
information about the financial instruments. These
estimates do not reflect any premium or discount
that could result from offering for sale at one time
the Company's entire holdings of a particular
financial instrument. Because no market exists for a
significant portion of the Company's financial
instruments, fair value estimates are based on
judgments regarding future loss experience, current
economic conditions, risk characteristics of various
financial instruments, and other factors. These
estimates are subjective in nature and involve
uncertainties and matters of significant judgment
and therefore cannot be determined with precision.
Changes in assumptions could significantly affect
the estimates. Fair value estimates are based on
existing balance sheet financial instruments without
attempting to estimate the value of anticipated
future business and the value of assets and
liabilities that are not considered financial
instruments.
(11) Regulatory Capital Requirements
Current regulatory capital regulations require
financial institutions to meet two different
regulatory capital requirements. Institutions are
required to have minimum leverage capital equal to
4% of total average assets and total qualifying
capital equal to 8% of total risk-weighted assets in
order to be considered 'adequately capitalized.'
Management believes that, as of September 30,
2001, the Company and the Bank meet all capital
adequacy requirements to which they are subject.
The following is a comparison of the Bank's
regulatory capital to minimum capital requirements
at September 30, 2001 (dollars in thousands):
To be well-
For capital capitalized under
adequacy prompt corrective
Actual purposes action provisions
Amount Ratio Amount Ratio Amount Ratio
As of September 30, 2001:
Total capital (to risk-
weighted assets) $20,563 21% $ >7,962 >8% $ >9,953 >10%
- - - -
Tier 1 capital (to risk-
weighted assets) 19,317 19 > > >5,972 >6
- - - -
Tier 1 capital (to average
assets) 19,317 10 >7,892 >4 > 9,865 >5
- - - -
As of September 30, 2000:
Total capital (to risk-
weighted assets) $21,185 17.1% $ >9,920 >8% $ >12,400 >10%
- - - -
Tier 1 capital (to risk-
weighted assets) 19,809 16.0 > > > 7,440 >6
- - - -
Tier 1 capital (to average
assets) 19,809 8.0 >9,896 >4 >12,370 >5
- - - -
The following is a comparison of the parent
company's regulatory capital to minimum capital
requirements at September 30, 2001 (dollars in
thousands):
For capital capitalized under
adequacy prompt corrective
Actual purposes action provisions
Amount Ratio Amount Ratio Amount Ratio
As of September 30, 2001:
Total capital (to risk-
weighted assets) $26,996 27% $ >8,116 >8% $>10,144 >10%
- - - -
Tier 1 capital (to risk-
weighted assets) 25,621 25 > > > 6,087 > 6
- - - -
Tier 1 capital (to average
assets) 25,621 13 >7,979 >4 > 9,974 > 5
- - - -
As of September 30, 2000:
Total capital (to risk-
weighted assets) $ 25,175 20.0% $ >10,159 >8% $>12,698 >10%
- - - -
Tier 1 capital (to risk-
weighted assets) 23,799 19.0 > > > 7,619 > 6
- - - -
Tier 1 capital (to average
assets) 23,799 9.0 >10,026 >4 >12,533 > 5
- - - -
(12) Parent Company Condensed Financial
Statements
Following is condensed financial information of the
Company as of and for the years ended
September 30, 2001 and 2000 (dollars in
thousands):
Condensed Balance Sheets
September 30, 2001 and 2000
Assets 2001 2000
Cash $ 3,927 192
Investment securities 1,643 3,825
Investment in Bank 19,750 19,835
Other 960 1,140
Total assets $ 26,280 24,992
Liabilities and Stockholders' Equity
Borrowed funds $ - 1,254
Other 181 76
Stockholders' equity 26,099 23,662
Total liabilities and stockholders' equity $ 26,280 24,992
Condensed Statements of Earnings
Years ended September 30, 2001, 2000, and 1999
2001 2000 1999
Dividends from Bank $ 2,700 1,300 5,700
Interest income 226 236 224
Other income 785 77 505
Interest expense (40) (144) (162)
Other expense, net (134) (158) (198)
Income before equity in undistributed
earnings of bank 3,537 1,311 6,069
Increase (decrease) in undistributed equity of
Bank (692) 1,032 (3,621)
Earnings before income taxes 2,845 2,343 2,448
Income tax benefit (expense) (355) 40 (93)
Net earnings $ 2,490 2,383 2,355
Condensed Statements of Cash Flows
Years ended September 30, 2001, 2000, and 1999
2001 2000 1999
Cash flows from operating activities:
Net earnings $2,490 2,383 2,355
(Increase) decrease in undistributed equity of
Bank 692 (1,032) 3,621
Other (179) (191) (343)
Net cash provided by operating activities 3,003 1,160 5,633
Cash flows from investing activities:
Proceeds from sale of investment securities
available-for-sale, net 3,345 870 1,229
Other (171) 303 382
Net cash provided by investing activities 3,174 1,173 1,611
Cash flows from financing activities:
Issuance of shares under stock option plan 200 360 -
Repayments on note payable (1,537) (1,546) (1,900)
Purchase of treasury stock (473) (1,083) (4,240)
Payment of dividends (632) (650) (805)
Net cash used in financing activities (2,442) (2,919) (6,945)
Net increase (decrease) in cash 3,735 (586) 299
Cash at beginning of year 192 778 479
Cash at end of year $3,927 192 778
(13) Restrictions on Retained Earnings
The Bank may not declare or pay a cash dividend to
the Company if the effect would cause the net
worth of the Bank to be reduced below either the
amount required for the 'liquidation account' or
the net worth requirement imposed by the Office of
Thrift Supervision (OTS). If all capital
requirements continue to be met, the Bank may not
declare or pay a cash dividend in an amount in
excess of the Bank's net earnings for the fiscal year
in which the dividend is declared plus one-half of
the surplus over the capital requirements, without
prior approval of the OTS.
The OTS regulations require that, upon conversion
from mutual to stock form of ownership, a
liquidation account be established by restricting a
portion of net worth for the benefit of eligible
savings account holders who maintain their savings
accounts with the Bank after conversion. In the
event of complete liquidation (and only in such
event), each savings account holder who continues
to maintain their savings account shall be entitled
to receive a distribution from the liquidation
account after payment to all creditors but before
any liquidation distribution with respect to common
stock. The initial liquidation account was
established at $15,489,000. This account may be
proportionately reduced for any subsequent
reduction in the eligible holder's savings accounts.
(14) Subsequent Event
On October 9, 2001, the Company and MNB
Bancshares, Inc. (MNB) and its wholly owned
subsidiary, Security National Bank (Security),
completed their merger of equals into Landmark
Merger Company, which immediately changed its
name to Landmark Bancorp, Inc. In addition, the
Bank merged with Security and the resulting bank
changed its name to Landmark National Bank.
Landmark Bancorp, Inc. is a $350 million financial
services company with its main office located in
Manhattan, Kansas. Landmark Bancorp issued
817,806 shares to the former stockholders of MNB
to complete the merger, which will be accounted
for as a purchase of MNB by the Company. Total
value of the consideration was approximately $15
million. In conjunction with the merger, change in
control payments, severance pay, and nonrecurring
other costs of approximately $1.6 million, net of
tax, will be expensed in the quarter ending
December 31, 2001.
A condensed unaudited pro forma consolidated
balance sheet as of September 30, 2001 is as follows:
Investment securities $68,540,000
Loans, net $247,496,000
Total assets $353,759,000
Deposits $277,114,000
Stockholders' equity $39,499,000
SIGNATURES
Pursuant to the requirements of Section 13 or
15(d) of the Securities Exchange Act of 1934, Landmark
Bancorp, Inc. has duly caused this report to be signed as
of December 31, 2001 and filed on behalf of Landmark
Bancorp, Inc., its predecessor.
Landmark
Bancorp, Inc.
By: /s/ Patrick L. Alexander
Patrick L. Alexander
President and Chief
Executive Officer
(Principal Executive Officer)
By: /s/ Mark A. Herpich
Mark A. Herpich
Chief Financial Officer and
Executive Vice President
(Principal Financial Officer)
Pursuant to the requirement of the Securities
Exchange Act of 1934, this report has been signed below,
on behalf of Landmark Bancshares, Inc., by the following
persons representing Landmark Bancorp, Inc., the
successor to Landmark Bancshares, Inc., in the capacities
indicated as of December 31, 2001.
/s/ Patrick L. Alexander /s/ Larry Schugart
Patrick L. Alexander Larry Schugart
President, Chief Executive Officer Chairman of the Board
and Director
/s/ Susan E. Roepke /s/ Richard A. Ball
Susan E. Roepke Richard A. Ball
Director Director
/s/ David H. Snapp /s/ C. Duane Ross
David H. Snapp C. Duane Ross
Director Director
/s/ Jim W. Lewis /s/ Jerry R. Pettle
Jim W. Lewis Jerry R. Pettle
Director Director
/s/ Brent A. Bowman /s/ Joseph L. Donney
Brent A. Bowman Joseph L. Donney
Director Director
Exhibit 21
Subsidiaries of Registrant
Landmark Bancshares, Inc.'s only subsidiary is
Landmark Federal Savings Bank, headquartered in
Dodge City, Kansas.
Exhibit 99.1
Report of Independent Auditors
To the Board of Directors and Stockholders of
Landmark Bancshares, Inc.
Dodge City, Kansas
We have audited the accompanying consolidated balance
sheet of Landmark Bancshares, Inc. and subsidiary as of
September 30, 2000, and the related consolidated
statements of earnings, stockholders' equity and
comprehensive income, and cash flows for each of the
two years in the period ended September 30, 2000.
These financial statements are the responsibility of the
Company's management. Our responsibility is to express
an opinion on these financial statements based on our
audits.
We conducted our audits in accordance with generally
accepted auditing standards. Those standards require that
we plan and perform the audits to obtain reasonable
assurance about whether the financial statements are free
of material misstatement. An audit includes examining,
on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also
includes assessing the accounting principles used and
significant estimates made by management, as well as
evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for
our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial
position of Landmark Bancshares, Inc. and subsidiary as
of September 30, 2000, and the results of their operations
and cash flows for each of the two years in the period
ended September 30, 2000 in conformity with generally
accepted accounting principles.
/s/Regier Carr & Monroe, L.L.P.
October 26, 2000
Wichita, Kansas