UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM10-Q
For the quarterly period ended June 30, 2025
OR
For the transition period from ________ to ________
Commission File Number 0-33203
LANDMARK BANCORP, INC.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
of incorporation or organization)
(I.R.S. Employer
Identification Number)
701 Poyntz Avenue, Manhattan, Kansas 66502
(Address of principal executive offices) (Zip code)
(785)565-2000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date: as August 12, 2025, the issuer had outstanding 5,783,312 shares of its common stock, $0.01 par value per share.
Form 10-Q Quarterly Report
Table of Contents
Page
Number
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
LANDMARK BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
See accompanying notes to consolidated financial statements.
CONSOLIDATED STATEMENTS OF EARNINGS
(Unaudited)
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Continued)
CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The unaudited consolidated financial statements of Landmark Bancorp, Inc. (the “Company”) and its wholly owned subsidiaries, Landmark National Bank (the “Bank”) and Landmark Risk Management Inc., have been prepared in accordance with the instructions to Form 10-Q. Accordingly, they do not include all the information and footnotes required by U.S. generally accepted accounting principles (“GAAP”) for complete financial statements and should be read in conjunction with the Company’s most recent Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 25, 2025, containing the latest audited consolidated financial statements and notes thereto. The consolidated financial statements in this report have not been audited by an independent registered public accounting firm, but in the opinion of management, all adjustments, consisting of normal recurring accruals, considered necessary for a fair presentation of financial statements have been reflected herein. The results of the six month interim period ended June 30, 2025 are not necessarily indicative of the results expected for the year ending December 31, 2025 or any other future time period. The Company has evaluated subsequent events for recognition and disclosure up to the date the financial statements were issued. Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations.
A summary of the Company’s investment securities classified as available-for-sale and held-to-maturity as of June 30, 2025 and December 31, 2024 is as follows:
Schedule of Available-for-sale and Held to Maturity Securities
The amortized cost of the above held-to-maturity investment securities has been further reduced by the allowance for credit losses of $91,000at both June 30, 2025 and December 31, 2024.
The tables above show that some of the securities in the Company’s available-for-sale and held-to-maturity investment portfolios had unrealized losses, or were temporarily impaired, as of both June 30, 2025 and December 31, 2024. This temporary impairment represents the estimated amount of loss that would be realized if the securities were sold on the valuation date.
The following table summarizes available-for-sale securities in an unrealized loss position for which an allowance for credit losses has not been recorded at June 30, 2025 and December 31, 2024 along with the length of time each category of securities has been in a continuous loss position:
Schedule of Available for Sale Securities Continuous Unrealized Loss Position Fair Value
The Company’s U.S. treasury portfolio consists of securities issued by the United States Department of the Treasury (“U.S. treasury”). The receipt of principal and interest on U.S. treasury securities is guaranteed by the full faith and credit of the U.S. government. Based on these factors, along with the Company’s intent to not sell the securities and its belief that it was more likely than not that the Company will not be required to sell the securities before recovery of its cost basis, the Company believed that the available-for-sale U.S. treasury securities identified in the table above were temporarily impaired as of June 30, 2025 and December 31, 2024.
The Company’s portfolio of municipal obligations consists of both tax-exempt and taxable general obligations securities issued by various municipalities. As of June 30, 2025, the Company did not intend to sell and it was more likely than not that the Company would not be required to sell its municipal obligations in an unrealized loss position until the recovery of its cost basis. Due to the issuers’ continued satisfaction of the securities’ obligations in accordance with their contractual terms and the expectation that they will continue to do so, the evaluation of the fundamentals of the issuers’ financial condition and other objective evidence, the Company believed that the municipal obligations identified in the tables above were temporarily impaired as of June 30, 2025 and December 31, 2024.
The Company’s agency mortgage-backed securities portfolio consists of securities underwritten to the standards of and guaranteed by the government-sponsored agencies of Federal Home Loan Mortgage Corporation, Federal National Mortgage Association and the Government National Mortgage Association. The receipt of principal, at par, and interest on agency mortgage-backed securities is guaranteed by the respective government-sponsored agency guarantor, such that the Company believed that its agency mortgage-backed securities did not expose the Company to credit-related losses. Based on these factors, along with the Company’s intent to not sell the securities and the Company’s belief that it was more likely than not that the Company will not be required to sell the securities before recovery of their cost basis, the Company believed that the agency mortgage-backed securities identified in the table above were temporarily impaired as of June 30, 2025 and December 31, 2024.
Management determined that no allowance for credit losses for available-for-sale securities was needed at June 30, 2025 and December 31, 2024. Accrued interest receivable on available-for-sale securities totaled $2.2million at both June 30, 2025 and December 31, 2024, and is excluded from the estimate of credit losses and is included in accrued income and other assets in the consolidated statements of financial condition.
The Company’s other investment securities portfolio consists of seven subordinated debentures issued by financial institutions. These investment securities were acquired in the Freedom Bank acquisition in 2022 and classified as held-to-maturity. The securities were issued in 2021 and 2022 with a 10 year maturity and a fixed rate for five years. The securities are callable after the end of the fixed rate term, beginning September 3, 2026. The following table provides information regarding the Company’s allowance for credit losses related to held-to-maturity investment securities for the period presented:
Schedule of Allowance for Credit Losses Related to Held-to-maturity Investment Securities
The table below sets forth the amortized cost and fair value of investment securities at June 30, 2025. The table includes scheduled principal payments and estimated prepayments, based on observable market inputs, for agency mortgage-backed securities. Actual maturities will differ from contractual maturities because borrowers have the right to prepay obligations with or without prepayment penalties.
Schedule of Investments Classified by Contractual Maturity Date
Sale proceeds and gross realized gains and losses on sales of available-for-sale securities were as follows for the three and six months ended June 30, 2025 and 2024:
Schedule of Realized Gain (loss)
Securities with carrying values of $288.7 million and $305.3 million were pledged to secure public funds on deposits, repurchase agreements and as collateral for borrowings at June 30, 2025 and December 31, 2024, respectively. Except for U.S. federal agency obligations, no investment in a single issuer exceeded 10.0% of consolidated stockholders’ equity.
Loans consisted of the following as of the dates indicated below:
Schedule of Loans
The following tables provide information on the Company’s allowance for credit losses by loan class and allowance methodology for the three and six months ended June 30, 2025 and 2024:
Schedule of Allowance for Credit Losses on Financing Receivables
The Company recorded net loan charge-offs of $40,000 during the second quarter of 2025, compared to net loan recoveries of $52,000 during the second quarter of 2024. The Company recorded net loan charge-offs of $63,000 during the six months ended June 30, 2025, compared to net loan recoveries of $45,000 during the six months ended June 30, 2024.
The following table presents information regarding non-accrual and loans past due over 89 days and still accruing as of the dates indicated:
Schedule of Non-accrual and Loans Past Due Over 89 Days Still Accruing
Non-accrual with no allowance for credit loss
Non-accrual with allowance for credit losses
Loans past due over 89 days still accruing
The Company has certain loans for which repayment is dependent upon the operation or sale of collateral, as the borrower is experiencing financial difficulty. The underlying collateral can vary based upon the type of loan. The following table presents information regarding the amortized cost basis and collateral type of collateral-dependent loans as of the dates indicated:
Schedule of Amortized Cost Basis and Collateral Type
The Company’s key credit quality indicator is a loan’s performance status, defined as accruing or non-accruing. Performing loans are considered to have a lower risk of loss. Non-accrual loans are those which the Company believes have a higher risk of loss. The accrual of interest on non-performing loans is discontinued at the time the loan is 90 days delinquent, unless the credit is well secured and in process of collection. Loans are placed on non-accrual or are charged off at an earlier date if collection of principal or interest is considered doubtful. There were no loans 90 days or more delinquent and accruing interest at either June 30, 2025 or December 31, 2024.
The following tables present information regarding the Company’s past due and non-accrual loans by loan class, as of the dates indicated:
Schedule of Past Due Financing Receivables
Under the original terms of the Company’s non-accrual loans, interest earned on such loans for the six months ended June 30, 2025 and 2024 would have increased interest income by $529,000 and $138,000, respectively. No interest income related to non-accrual loans was included in interest income for the three or six months ended June 30, 2025 and 2024.
The Company also categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt, such as current financial information, historical payment experience, credit documentation, public information and current economic trends, among other factors. The Company analyzes loans individually by classifying the loans as to credit risk. This analysis is performed on a quarterly basis. Nonclassified loans generally include those loans that are expected to be repaid in accordance with contractual loan terms. Classified loans are those that are assigned a special mention, substandard or doubtful risk rating using the following definitions:
Special Mention: Loans are currently protected by the current net worth and paying capacity of the obligor or of the collateral pledged but such protection is potentially weak. These loans constitute an undue and unwarranted credit risk, but not to the point of justifying a classification of substandard. The credit risk may be relatively minor, yet constitutes an unwarranted risk in light of the circumstances surrounding a specific asset.
Substandard: Loans are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged. Loans have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. Loans are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected.
Doubtful: Loans classified doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions and values, highly questionable and improbable.
The following table presents information regarding the Company’s risk category of loans by type and year of origination, as of the dates indicated:
Schedule of Troubled Debt Restructurings on Financings Receivables and Year of Origination
The following table provides information regarding the Company’s allowance for credit losses related to unfunded loan commitments for the periods indicated:
Schedule of Allowance for Credit Losses Related to Unfunded Loan Commitments
The Company did not make any loan modifications to borrowers experiencing financial difficulty during the three months ended June 30, 2025. The Company made two loan modifications to a single borrower experiencing financial difficulty during the six months ended June 30, 2025. The Company did not make any loan modifications to borrowers experiencing financial difficulty during the three or six months ended June 30, 2024. The following table presents the amortized cost basis of loans at June 30, 2025 that were both experiencing financial difficulty and modified during the six months ended June 30, 2025 by class, type of modification and includes the financial effect of the modification.
Schedule of Troubled Debt Restructurings
As of June 30, 2025, all loans both experiencing financial difficulty and modified during the six months ended June 30,2025 were current under the terms of the agreements.
The Company tests goodwill for impairment annually, or more frequently if circumstances warrant. The Company’s annual impairment test as of December 31, 2024 concluded that its goodwill was not impaired. Based on that test and current conditions, as of June 30, 2025, the Company concluded it was more likely than not that its goodwill was not impaired.
Core deposit intangible assets are amortized over the estimated useful life of ten years on an accelerated basis. A summary of the other intangible assets that continue to be subject to amortization as of the dates indicated is presented in the following tables:
Schedule of Other Intangible Assets and Goodwill
The following table sets forth estimated amortization expense for core deposit intangible assets for the remainder of 2025 and in successive years ending December 31:
Schedule of Finite-lived Intangible Assets, Future Amortization Expense
Mortgage loans serviced for others are not reported as assets. The following table provides information on the principal balances of mortgage loans serviced for others, as of the dates indicated:
Schedule of Participating Mortgage Loans
Custodial escrow balances maintained in connection with mortgage loans serviced for others were $6.7 million and $5.6 million at June 30, 2025 and December 31, 2024, respectively. Custodial escrow balances are included in the deposit balances on the balance sheet. Gross service fee income related to such loans was $404,000 and $432,000 for the three months ended June 30, 2025 and 2024, respectively, and is included in fees and service charges in the consolidated statements of earnings. Gross service fee income related to such loans was $819,000 and $868,000 for the six months ended June 30, 2025 and 2024, respectively, and is included in fees and service charges in the consolidated statements of earnings.
Mortgage servicing rights activity for the periods indicated was as follows for the periods indicated:
Schedule of Servicing Asset at Amortized Cost
The fair value of mortgage servicing rights was $8.8 million and $9.6 million at June 30, 2025 and December 31, 2024, respectively. Fair value at June 30, 2025 was determined using discount rate of 9.50%; prepayment speeds ranging from 5.50% to 27.28%, depending on the stratification of the specific mortgage servicing right; and a weighted average default rate of 1.64%. Fair value at December 31, 2024 was determined using discount rates at 10.00%; prepayment speeds ranging from 6.00% to 25.44%, depending on the stratification of the specific mortgage servicing right; and a weighted average default rate of 1.87%.
The Company had a mortgage repurchase reserve of $115,000 at June 30, 2025 and $131,000 at December 31, 2024, which represented the Company’s best estimate at those dates of probable losses that the Company will incur related to the repurchase of one-to-four family residential real estate loans previously sold or to reimburse investors for credit losses incurred on loans previously sold where a breach of the contractual representations and warranties occurred. The Company charged $74,000 of losses against the reserve during the three months ended June 30, 2025. During the six months ended June 30, 2025, the Company charged $81,000 of losses against the reserve and recorded a $65,000 provision. The Company did not incur any losses charged against the reserve or make any provisions to the reserve during the three months ended June 30, 2024. The Company charged a $2,000 loss against the reserve during the six months ended June 30, 2024. As of June 30, 2025, the Company had no outstanding mortgage repurchase requests.
Basic earnings per share have been computed based upon the weighted average number of common shares outstanding during each period. Diluted earnings per share included the effect of all potential common shares outstanding during each period. The diluted earnings per share computation for both the three and six months ended June 30, 2025, included all unexercised stock options, as no stock options were determined to be anti-dilutive during such periods. The diluted earnings per share computation for both the three and six months ended June 30, 2024, excluded 216,889 of unexercised stock options because their inclusion would have been anti-dilutive during such periods. The Company’s Board of Directors declared a cash dividend of $0.21 per share to be paid August 27, 2025, to common stockholders of record as of the close of business on August 13, 2025. The shares used in the calculation of basic and diluted earnings per share for the periods indicated are shown below:
Schedule of Shares Used in Calculation of Basic and Diluted Earnings Per Share
The Bank has a line of credit, renewable annually each September, with the Federal Home Loan Bank (“FHLB”) under which there were $151.6 million of borrowings at June 30, 2025 and $48.8 million of borrowings at December 31, 2024. Interest on any outstanding balance on the line of credit accrues at the federal funds rate plus 0.15% (4.59 % at June 30, 2025). The Company had $40.0 million in letters of credit issued through the FHLB at June 30, 2025 compared to $60.0 million in letters of credit December 31, 2024, to secure municipal deposits. The Company did not have any term advances from FHLB at June 30, 2025 or December 31, 2024.
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 June 30, 2025 and December 31, 2024, there were blanket pledges of loans and securities to the FHLB totaling $441.0 million and $403.9 million, respectively. At June 30, 2025 and December 31, 2024, the Bank’s total borrowing capacity with the FHLB was approximately $304.5 million and $281.2 million, respectively. At June 30, 2025 and December 31, 2024, the Bank’s available borrowing capacity was $111.4 million and $171.0 million, respectively. The difference between the Bank’s total borrowing capacity and available borrowing capacity is related to the amount of borrowings outstanding and letters of credit. The available borrowing capacity with the FHLB is collateral based, and the Bank’s ability to borrow is subject to maintaining collateral that meets the eligibility requirements. The borrowing capacity is not committed and is subject to FHLB credit requirements and policies. In addition, the Bank must maintain a restricted investment in FHLB stock to maintain access to borrowings.
At June 30, 2025, the Bank had no borrowings through the Federal Reserve discount window, while its borrowing capacity with the Federal Reserve was $44.5 million.
The Company has a $5.0 million line of credit from an unrelated financial institution maturing on November 1, 2025, with an interest rate that adjusts daily based on the prime rate less 0.50%. This line of credit has covenants specific to capital and other financial ratios, which the Company was in compliance with at June 30, 2025. As of June 30, 2025 and December 31, 2024, the Company did not have an outstanding balance on the line of credit.
On September 29, 2022, the Company borrowed $10.0 million from the same unrelated financial institution at a fixed rate of 6.15%. This borrowing has covenants specific to capital and other financial ratios, which the Company was in compliance with at June 30, 2025 and December 31, 2024. This borrowing matures on September 1, 2027 and requires quarterly principal and interest payments. Early principal payments are allowed and the balance was $3.5 million and $4.2 million at June 30, 2025 and December 31, 2024, respectively.
The Company has overnight repurchase agreements with certain deposit customers whereby the Company uses investment securities as collateral for non-insured funds. These balances are accounted for as collateralized financing and included in other borrowings on the balance sheet.
Repurchase agreements are comprised of non-insured customer funds, totaling $5.8 million at June 30, 2025 and $13.8 million at December 31, 2024, which were secured by $10.8 million and $15.2 million of the Company’s investment portfolio at the same dates, respectively.
The following is a summary of the balances and collateral of the Company’s repurchase agreements as of the dates indicated:
Schedule of Repurchase Agreements
The investment securities are held by a third party financial institution in the customer’s custodial account. The Company is required to maintain adequate collateral for each repurchase agreement. Changes in the fair value of the investment securities impact the amount of collateral required. If the Company were to default, the investment securities would be used to settle the repurchase agreement with the deposit customer.
All of the Company’s revenue from contracts with customers in the scope of ASC 606 is recognized within non-interest income. Items outside the scope of ASC 606 are noted as such.
A description of the Company’s revenue streams under ASC 606 follows for the periods indicated:
Schedule of Revenue from Contracts with Customers Within Non-interest Income
Service Charges on Deposit Accounts
The Company earns fees from its deposit customers for transaction-based, account maintenance, and overdraft services. Transaction-based fees, which include services such as ATM usage fees, stop payment charges, statement rendering, and ACH fees, are recognized at the time the transaction is executed as that is the point in time the Company fulfills the customer’s request. Account maintenance fees, which relate primarily to monthly maintenance, are earned over the course of a month, representing the period during which the Company satisfies the performance obligation. Overdraft fees are recognized at the point in time that the overdraft occurs. Service charges on deposits are withdrawn from the customer’s account balance.
Interchange Income
The Company earns interchange fees from debit cardholder transactions conducted through the interchange payment network. Interchange fees from cardholder transactions represent a percentage of the underlying transaction value and are recognized daily, concurrently with the transaction processing services provided to the cardholder.
Gains (Losses) on Sales of Real Estate Owned
The Company records a gain or loss from the sale of real estate owned when control of the property transfers to the buyer, which generally occurs at the time of an executed deed. When the Company finances the sale of real estate owned to the buyer, the Company assesses whether the buyer is committed to perform their obligations under the contract and whether collectability of the transaction price is probable. Once these criteria are met, the real estate owned asset is derecognized and the gain or loss on sale is recorded upon the transfer of control of the property to the buyer. In determining the gain or loss on the sale, the Company adjusts the transaction price and related gain (loss) on sale if a significant financing component is present. There were no sales of real estate owned that were financed by the Company during the first six months of 2025 or 2024.
Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There are three levels of inputs that may be used to measure fair values:
Level 1 – Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.
Level 2 – Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
Level 3 – Significant unobservable inputs that reflect a company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.
Fair value estimates of the Company’s financial instruments as of June 30, 2025 and December 31, 2024, including methods and assumptions utilized, are set forth below:
Schedule of Fair Value Estimates of Financial Instruments
Transfers
The Company did not transfer any assets or liabilities among levels during the six months ended June 30, 2025 or during the year ended December 31, 2024.
Valuation Methods for Instruments Measured at Fair Value on a Recurring Basis
The following tables represent the Company’s financial instruments that are measured at fair value on a recurring basis as of June 30, 2025 and December 31, 2024, allocated to the appropriate fair value hierarchy:
Schedule of Fair Value Instruments Measured On Recurring Basis
The Company’s investment securities classified as available-for-sale include U.S. treasury securities, municipal obligations, and agency mortgage-backed securities. Quoted exchange prices are available for the Company’s U.S. treasury securities, which are classified as Level 1. U.S. federal agency mortgage-backed securities are priced utilizing industry-standard models that consider various assumptions, including time value, yield curves, volatility factors, prepayment speeds, default rates, loss severity, current market and contractual prices for the underlying financial instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace, can be derived from observable data, or are supported by observable levels at which transactions are executed in the marketplace. These measurements are classified as Level 2. Municipal obligations are valued using a type of matrix, or grid, pricing in which securities are benchmarked against U.S. treasury rates based on credit rating. These model and matrix measurements are classified as Level 2 in the fair value hierarchy.
Changes in the fair value of available-for-sale securities are included in other comprehensive income to the extent the changes are not considered to be credit related which would instead result in a credit loss reserve. The Company evaluates any potential credit losses on available-for-sale securities on a quarterly basis and credit losses identified on individual securities result in a write-down of the relevant security’s cost basis.
Mortgage loans originated and intended for sale in the secondary market are carried at fair value. The mortgage loan valuations are based on quoted secondary market prices for similar loans and are classified as Level 2. Changes in the fair value of mortgage loans originated and intended for sale in the secondary market and derivative financial instruments are included in gains on sales of loans.
The aggregate fair value, contractual balance (including accrued interest), and gains on loans held for sale as of June 30, 2025 and December 31, 2024 were as follows:
Schedule of Fair Value Contractual Balance and Gain Loss On Loans Held for Sale
The Company’s derivative financial instruments consist of interest rate lock commitments and corresponding forward sales contracts on mortgage loans held for sale. The fair values of these derivatives are based on quoted prices for similar loans in the secondary market. The market prices are adjusted by a factor, based on the Company’s historical data and its judgment about future economic trends, which considers the likelihood that a commitment will ultimately result in a closed loan. These instruments are classified as Level 2. The amounts are included in accrued interest and other assets or accrued interest and other liabilities on the consolidated balance sheets and gains on sales of loans, net in the consolidated statements of earnings. The total amount of gains from changes in fair value of derivative financial instruments included in earnings for the periods indicated were as follows:
Schedule of Gains from Changes in Fair Value of Derivative Financial Instruments
Valuation Methods for Instruments Measured at Fair Value on a Nonrecurring Basis
The Company does not record its loan portfolio at fair value. Collateral-dependent loans are generally carried at the lower of cost or fair value of the collateral, less estimated selling costs. Collateral values are determined based on appraisals performed by qualified licensed appraisers hired by the Company and then further adjusted if warranted based on relevant facts and circumstances. The appraisals may utilize a single valuation approach or a combination of approaches including the comparable sales and income approach. Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are typically significant and result in a Level 3 classification of the inputs for determining fair value. Individually evaluated loans are reviewed at least quarterly for additional allowance and adjusted accordingly, based on the same factors identified above. The carrying value of the Company’s individually evaluated loans was $18.5 million at June 30, 2025 and $15.0 million at December 31, 2024. The Company’s individually evaluated loans with an allowance for credit losses were $10.8 million and $2.5 million, with an allocated allowance of $2.1 million and $777,000, at June 30, 2025 and December 31, 2024, respectively.
Real estate held-for-sale includes premises and equipment that were previously used as a bank branch facility and is included in other assets on the balance sheet. Real estate held-for-sale is initially recorded at the fair value of the collateral less estimated selling costs. Subsequent valuations are updated periodically and are based upon independent appraisals, third party price opinions or internal pricing models. The appraisals may utilize a single valuation approach or a combination of approaches including the comparable sales and income approach. Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are typically significant and result in a Level 3 classification of the inputs for determining fair value. Real estate held-for-sale is reviewed and evaluated at least annually for additional allowance and adjusted accordingly, based on the same factors identified above.
Real estate owned includes assets acquired through, or in lieu of, foreclosure and land previously acquired for expansion. Real estate owned is initially recorded at the fair value of the collateral less estimated selling costs. Subsequent valuations are updated periodically and are based upon independent appraisals, third party price opinions or internal pricing models. The appraisals may utilize a single valuation approach or a combination of approaches including the comparable sales and income approach. Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are typically significant and result in a Level 3 classification of the inputs for determining fair value. Real estate owned is reviewed and evaluated at least annually for additional allowance and adjusted accordingly, based on the same factors identified above.
The following table presents quantitative information about Level 3 fair value measurements measured at fair value on a nonrecurring basis as of June 30, 2025 and December 31, 2024:
Schedule of Fair Value Measurements On Nonrecurring, Valuation Techniques
Banks and bank holding companies, such as the Company, are subject to regulatory capital requirements administered by federal banking agencies. Capital adequacy guidelines and, additionally for banks, prompt corrective action regulations involve quantitative measures of assets, liabilities, and certain off-balance-sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators. Failure to meet capital requirements can initiate regulatory action. Management believed that as of June 30, 2025 and December 31, 2024, the Company and the Bank met all capital adequacy requirements to which they were subject at that time.
Prompt corrective action regulations provide five classifications: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized, although these terms are not used to represent overall financial condition. If adequately capitalized, regulatory approval is required to accept brokered deposits. If undercapitalized, capital distributions are limited, as is asset growth and expansion, and capital restoration plans are required.
Banking organizations are required to maintain minimum capital levels as follows: a ratio of common equity Tier 1 capital equal to 4.5% of risk-weighted assets , a ratio of Tier 1 capital equal to 6.0% of risk-weighted assets, a ratio of total capital equal to 8.0% of risk-weighted assets, and a leverage ratio of Tier 1 capital to total quarterly average assets equal to 4.0% in all circumstances.
As of June 30, 2025 and December 31, 2024, the most recent regulatory notifications categorized the Bank as “well capitalized” under the regulatory framework for prompt corrective action then in effect. There are no conditions or events since that notification that management believes have changed the institution’s category.
Regulations include a capital conservation buffer of 2.5% that is added to these minimum requirements for capital adequacy purposes. A banking organization with a conservation buffer of less than the required amount is subject to limitations on capital distributions, including the amount of dividends that it may pay without prior regulatory approval, stock repurchases and certain discretionary bonus payments to executive officers. At June 30, 2025 and December 31, 2024, the ratios for the Company and the Bank were sufficient to meet the conservation buffer.
The following is a comparison of the Company’s regulatory capital ratios to minimum capital ratio requirements as of June 30, 2025 and December 31, 2024:
Schedule of Compliance with Regulatory Capital Requirements for Mortgage Companies
The following is a comparison of the Bank’s regulatory capital to minimum capital requirements as of June 30, 2025 and December 31, 2024:
Schedule of Compliance with Regulatory Capital Requirements Under Banking Regulations
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview.Landmark Bancorp, Inc. is a financial holding company incorporated under the laws of the State of Delaware and is engaged in the banking business through its wholly owned subsidiary, Landmark National Bank, and in the insurance business through its wholly owned subsidiary, Landmark Risk Management, Inc. References to the “Company,” “we,” “us,” and “our” refer collectively to Landmark Bancorp, Inc., Landmark National Bank and Landmark Risk Management, Inc. The Company is listed on the Nasdaq Global Market under the symbol “LARK.” The Bank is dedicated to providing quality financial and banking services to its local communities. Our strategy includes continuing a tradition of holding and acquiring quality assets while growing our commercial, commercial real estate (“CRE”) and agriculture loan portfolios. We are committed to developing relationships with our borrowers and providing a total banking service.
The Bank is principally engaged in the business of attracting deposits from the general public and using such deposits, together with borrowings and other funds, to originate one-to-four family residential real estate, construction and land, CRE, commercial, agriculture, municipal and consumer loans. Although not our primary business function, we invest in certain investment and mortgage-related securities using deposits and other borrowings as funding sources.
Landmark Risk Management, Inc., which was formed and began operations in 2017, is a Nevada-based captive insurance company which provides property and casualty insurance coverage to the Company and the Bank for which insurance may not be currently available or economically feasible in the current insurance marketplace. Landmark Risk Management, Inc. is subject to the regulations of the State of Nevada and undergoes periodic examinations by the Nevada Division of Insurance.
Our results of operations depend generally on net interest income, which is the difference between interest income from interest-earning assets and interest expense on interest-bearing liabilities. Net interest income is affected by regulatory, economic and competitive factors that influence interest rates, loan demand and deposit flows. In addition, we are subject to interest rate risk to the degree that our interest-earning assets mature or reprice at different times, or at different speeds, than our interest-bearing liabilities. Our results of operations are also affected by non-interest income, such as service charges, loan fees, gains from the sale of newly originated loans, gains or losses on investments and certain other non-interest related items. Our principal operating expenses, aside from interest expense, consist of compensation and employee benefits, occupancy costs, professional fees, data processing expenses and provision for credit losses.
We are significantly impacted by prevailing economic conditions, including federal monetary and fiscal policies, and federal regulations of financial institutions. Deposit balances are influenced by numerous factors such as competing investments, the level of income and the personal rate of savings within our market areas. Factors influencing lending activities include the demand for housing and the interest rate pricing competition from other lending institutions.
Currently, our business consists of ownership of the Bank, with its main office in Manhattan, Kansas and twenty eight additional branch offices in central, eastern, southeast and southwest Kansas, one loan production office in Kansas City, Missouri and our ownership of Landmark Risk Management, Inc. On October 1, 2022, the Company completed its acquisition of Freedom Bancshares, Inc., the holding company of Freedom Bank. Freedom Bank was founded in 2006 and operated out of a single location in Overland Park, Kansas.
In July 2025, we declared our 96th consecutive quarterly dividend, and we currently have no plans to change our dividend strategy given our current capital and liquidity position. However, while we have achieved a strong capital base and expect to continue operating profitably, our future dividend practice is dependent upon the performance of the economy and the Company’s overall performance. In addition, as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024, we will not be permitted to make capital distributions (including for dividends and repurchases of stock) or pay discretionary bonuses to executive officers without restriction if we do not maintain 2.5% in Common Equity Tier 1 Capital attributable to a capital conservation buffer, a standard we exceeded at June 30, 2025.
Critical Accounting Policies. Critical accounting policies are those which are both most important to the portrayal of our financial condition and results of operations and require our management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Our critical accounting policies relate to the allowance for credit losses and the accounting for business combinations, each of which involve significant judgment by our management. There have been no material changes to the critical accounting policies included under Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission on March 25, 2025.
Summary of Results. During the second quarter of 2025, we recorded net earnings of $4.4 million, which was an increase of $1.4 million, or 46.2%, from net earnings of $3.0 million in the second quarter of 2024. During the first six months of 2025, we recorded net earnings of $9.1 million, which was an increase of $3.3 million, or 57.3%, from the $5.8 million in the first six months of 2024. The increase in net earnings during both periods in 2025 was primarily related to an increase in net interest income which was driven by growth in interest income on loans due to increased average loan balances and lower interest expense due to lower short-term interest rates.
The following table summarizes earnings and key performance measures as of or for the periods presented:
Interest Income. Interest income of $20.1 million for the quarter ended June 30, 2025 represented an increase of $1.9 million, or 10.6%, compared to the same period of 2024. Interest income on loans increased $2.2 million, or 14.4%, to $17.2 million for the quarter ended June 30, 2025, compared to the same period of 2024 due to higher yields and average balances. Our yields on loans increased from 6.33% in the second quarter of 2024 to 6.37% in the second quarter of 2025. The increase in interest income on loans was also driven by an increase in average loan balances, which increased from $955.1 million in the second quarter of 2024 to $1.1 billion in the second quarter of 2025. Interest income on investment securities decreased $254,000, or 8.2%, to $2.9 million for the second quarter of 2025, as compared to $3.1 million in the same period of 2024. The decrease in interest income on investment securities was primarily the result of a decrease in the average balances of investment securities which decreased from $437.1 million in the second quarter of 2024 to $363.9 million in the second quarter of 2025. Partially offsetting the lower average balances was an increase in yields, which increased from 3.04% in the second quarter of 2024 to 3.34% in the second quarter of 2025.
Interest income of $39.4 million for the six months ended June 30, 2025 represented an increase of $3.5 million, or 9.8%, compared to the same period of 2024. Interest income on loans increased $4.1 million, or 13.8%, to $33.6 million for the six months ended June 30, 2025, compared to the same period of 2024 due to an increase in our average loan balances, which increased from $950.4 million during the first six months of 2024 to $1.1 billion during the first six months of 2025. Also contributing to higher interest income were higher yields on loans, which increased from 6.25% in the six months ended June 30, 2024 to 6.36% during the six months ended June 30, 2025. Interest income on investment securities decreased $547,000, or 8.7%, to $5.8 million for the first six months of 2025, as compared to $6.3 million in the same period of 2024. The decrease in interest income on investment securities was primarily the result of a decrease in the average balances of investment securities which decreased from $447.0 million in the first six months of 2024 to $370.5 million in the first six months of 2025. Partially offsetting the lower average balances was an increase in yields, which increased from 2.99% in the first six months of 2024 to 3.32% in the first six months of 2025.
Interest Expense. Interest expense during the quarter ended June 30, 2025 decreased $791,000 to $6.4 million, as compared to the same period of 2024. Interest expense on interest-bearing deposits decreased $529,000 to $5.1 million for the quarter ended June 30, 2025, as compared to the same period of 2024. Our total cost of interest-bearing deposits decreased from 2.44% in the second quarter of 2024 to 2.14% in the second quarter of 2025 as a result of lower rates on our deposits. Partially offsetting the lower rates was an increase in average interest-bearing deposit balances, which increased from $936.2 million in the second quarter of 2024 to $965.2 million in the second quarter of 2025. For the second quarter of 2025, interest expense on borrowings decreased $262,000 to $1.3 million, as compared to the same period of 2024 due to a decrease in our average borrowings and repurchase agreements which decreased $3.7 million from the second quarter of 2024 to the second quarter of 2025. Also contributing to lower interest expense was a decrease in rates, which decreased from 5.81% in the second quarter of 2024 to 4.98% in the same period of 2025.
Interest expense during the six months ended June 30, 2025 decreased $1.6 million to $12.6 million, as compared to the same period of 2024. Interest expense on interest-bearing deposits decreased $750,000 to $10.4 million for the six months ended June 30, 2025 compared to the same period of 2024. Our total cost of interest-bearing deposits decreased from 2.39% in the first six months of 2024 to 2.15% in the first six months of 2025 as a result of lower rates on our deposits. Partially offsetting the lower rates was an increase in average interest-bearing deposit balances, which increased from $935.8 million in the first six months of 2024 to $972.5 million in the first six months of 2025. For the first six months of 2025, interest expense on borrowings decreased $816,000 to $2.3 million, as compared to the same period of 2024 due to a decrease in our average borrowings and repurchase agreements which decreased $16.8 million from the first six months of 2024 to the first six months of 2025. Also contributing to lower interest expense was a decrease in rates, which decreased from 5.76% in the first six months of 2024 to 5.03% in the same period of 2025.
Net Interest Income. Net interest income increased $2.7 million, or 24.7%, to $13.7 million for the second quarter of 2025, as compared to the second quarter of 2024. The increase in net interest income was primarily a result of an increase in interest income on loans and lower interest expense. The accretion of purchase accounting adjustments increased net interest income by $274,000 in the second quarter of 2024 compared to an increase of $196,000 in the second quarter of 2025, and was primarily related to fair value adjustments on loans acquired in the Freedom Bank transaction. Compared to the same period last year, growth in average loans increased interest income while lower rates decreased interest expense. Net interest margin, on a tax-equivalent basis, was 3.21% in the second quarter of 2024, compared to 3.83% in the second quarter of 2025.
Net interest income increased $5.1 million, or 23.4%, to $26.8 million for the six months ended June 30, 2025, as compared to the same period of 2024. The increase in net interest income was primarily a result of an increase in interest income on loans and lower interest expense. The accretion of purchase accounting adjustments increased net interest income by $483,000 in the first six months of 2024 compared to an increase of $380,000 in the first six months of 2025, and was primarily related to fair value adjustments on loans acquired in the Freedom Bank transaction. Compared to the same period last year, growth in average loans increased interest income while lower rates decreased interest expense. Net interest margin, on a tax-equivalent basis, was 3.18% in the first six months of 2024, compared to 3.80% in the first six months of 2025.
Average Assets/Liabilities. The following table reflects the tax-equivalent yields earned on average interest-earning assets and costs of average interest-bearing liabilities (derived by dividing income or expense by the monthly average balance of assets or liabilities, respectively) as well as “net interest margin” (which reflects the effect of the net earnings balance) for the periods shown:
Rate/Volume Table. The following table describes the extent to which changes in tax-equivalent interest income and interest expense for major components of interest-earning assets and interest-bearing liabilities affected the Company’s interest income and expense for the periods indicated. The table distinguishes between (i) changes attributable to rate (changes in rate multiplied by prior volume), (ii) changes attributable to volume (changes in volume multiplied by prior rate), and (iii) net change (the sum of (i) and (ii)). The net changes attributable to the combined effect of volume and rate that cannot be segregated have been allocated proportionately to the change due to volume and the change due to rate.
Provision for Credit Losses. During the second quarter of 2025, a $1.0 million provision for credit losses on loans was recorded, compared to no provision for credit losses recorded in the same period of 2024. The provision for credit losses on loans recorded in the second quarter of 2025 was primarily due to growth in loans and higher reserves against individually evaluated loans on non-accrual. We recorded net loan charge-offs of $40,000 during the second quarter of 2025, compared to net loan recoveries of $52,000 during the second quarter of 2024.
During the first six months of 2025, we recorded a $1.0 million provision for credit losses on loans compared to a $300,000 provision for credit losses in the first six months of 2024. The provision for credit losses during the first six months of 2024 consisted of a $250,000 provision to allowance for credit losses on loans and a $50,000 provision to the allowance for unfunded loan commitments, both recorded in the first quarter of 2024. We recorded net loan charge-offs of $63,000 during the first six months of 2025 compared to net loan recoveries of $45,000 during the first six months of 2024.
For further discussion of the allowance for credit losses, refer to the “Asset Quality and Distribution” section below.
Non-interest Income. Total non-interest income was $3.6 million in the second quarter of 2025, a decrease of $94,000, or 2.5%, from the same period in 2024. The decrease in non-interest income during the second quarter of 2025 compared to the same period in the prior year was primarily due to a decrease in fees and service charges of $215,000 primarily due to lower fees related to deposit accounts. Partially offsetting the decrease in fees and service charges was increases of $92,000 in gain on sales of one-to-four family residential real estate loans and $30,000 in bank owned life insurance income.
Total non-interest income was $7.0 million in the first half of 2025, a decrease of $136,000, or 1.9%, from the same period in 2024. The decrease in non-interest income during the first six month of 2025 compared to the same period in the prior year was primarily due to a decrease in fees and service charges of $288,000 primarily due to lower fees related to deposit accounts. Partially offsetting the decrease in fees and service charges was increases of $142,000 in gain on sales of one-to-four family residential real estate loans and $57,000 in bank owned life insurance income.
Non-interest Expense. Non-interest expense totaled $11.0 million for the second quarter of 2025, a decrease of $134,000, or 1.2%, over the same quarter of 2024. The decrease in non-interest expense in the second quarter of 2025 compared to the same period last year was mainly due a $979,000 valuation allowance recorded against real estate held for sale in the second quarter of 2024. Partially offsetting that decrease was increases of $730,000 in compensation and benefits, $155,000 in other non-interest expense and $137,000 in data processing. The increase in compensation and benefits was due to additional staffing and higher benefit costs. Other non-interest expense increased primarily due to higher losses at our captive insurance subsidiary while data processing increased due to the implementation of additional services added and account growth.
Non-interest expense totaled $21.7 million for the first six months of 2025, an increase of $76,000, or 0.4%, over the same period of 2024. The increase in non-interest expense in the first six months of 2025 compared to the same period in the prior year was mainly due to an increase of $1.4 million in compensation and benefits due to additional staffing and higher benefit costs. Partially offsetting that increase was a $1.1 million valuation allowance recorded against real estate held for sale in the first six months of 2024.
Income Tax Expense. During the second quarter of 2025, we recorded income tax expense of $944,000, compared to income tax expense of $587,000 during the same period of 2024. Our effective tax rate increased from 16.3% in the second quarter of 2024 to 17.7% in the second quarter of 2025. The increase in the effective tax rate was due to higher earnings before taxes while tax exempt income was consistent.
During the first six months of 2025, we recorded income tax expense of $2.0 million, compared to income tax expense of $1.1 million during the same period of 2024. Our effective tax rate increased from 16.0% in the first six months of 2024 to 17.7% in the first six months of 2025. The increase in the effective tax rate was due to higher earnings before taxes while tax exempt income was consistent.
Financial Condition. Economic conditions in the United States remained sluggish during the first six months of 2025 as elevated inflation levels and high interest rates continued to impact the economy. Although interest rates decreased slightly in the second half of 2024, sustained high interest rates have impacted financial institutions generally, resulting in continued higher costs of funding and lower fair values for investment securities. We maintain strong capital and liquidity, and a stable, conservative deposit portfolio with a significant majority of our deposits being retail-based and insured by the Federal Deposit Insurance Corporation (“FDIC”) insured. We spend significant time each month monitoring our interest rate and concentration risks through our asset/liability management and lending strategies that involve a relationship-based banking model offering stability and consistency. The State of Kansas and the geographic markets in which the Company operates have also been impacted by economic headwinds. Supply chain constraints, labor shortages and geopolitical events have contributed to the rising inflation levels which are impacting all areas of the economy both nationally and locally. The Company’s allowance for credit losses continues to factor in estimates of the economic impact of these conditions and other qualitative factors on our loan portfolio. However, our loan portfolio is diversified across various types of loans and collateral throughout the markets in which we operate. Aside from a few problem loans that management is working to resolve, our asset quality has remained strong over the past few years. While further increases in problem assets may arise, management believes its efforts to run a high quality financial institution with a sound asset base will continue to create a strong foundation for continued growth and profitability in the future.
Asset Quality and Distribution. Our primary investing activities are the origination of one-to-four family residential real estate, construction and land, CRE, commercial, agriculture, municipal and consumer loans and the purchase of investment securities. Total assets were $1.6 billion at both December 31, 2024 and June 30, 2025.
The allowance for credit losses is established through a provision for credit losses based on our economic projections. At June 30, 2025, our allowance for credit losses on loans totaled $13.8 million, or 1.23% of gross loans outstanding, compared to $12.8 million, or 1.22% of gross loans outstanding, at December 31, 2024. The increase in our allowance for credit losses on loans as a percentage of gross loans outstanding was primarily due to loan growth and higher reserves against individually evaluated loans on non-accrual. The balance of our allowance for credit losses reflects current and projected economic conditions and other qualitative factors.
As of June 30, 2025 and December 31, 2024, approximately $35.0 million and $26.1 million, respectively, of loans were considered classified and assigned a risk rating of special mention, substandard or doubtful. These ratings indicate that these loans were identified as potential problem loans having more than normal risk and raised doubts as to the ability of the borrowers to comply with present loan repayment terms. Even though borrowers were experiencing moderate cash flow problems as well as some deterioration in collateral value, management believed the allowance for credit losses was sufficient to cover expected losses related to such loans at June 30, 2025 and December 31, 2024, respectively.
Loans past due 30-89 days and still accruing interest totaled $4.3 million, or 0.39% of gross loans, at June 30, 2025, compared to $6.2 million, or 0.59% of gross loans, at December 31, 2024. The increase in such past due loans was primarily related to loans in our commercial and CRE portfolios. At June 30, 2025, $17.0 million in loans were on non-accrual status, or 1.52% of gross loans, compared to $13.1 million, or 1.25% of gross loans, at December 31, 2024. Non-accrual loans consist of loans 90 or more days past due and certain individually evaluated loans. There were no loans 90 days delinquent and accruing interest at either June 30, 2025 or December 31, 2024.
As part of our credit risk management strategy, we continue to manage the loan portfolio to identify problem loans and have placed additional emphasis on CRE and commercial loan relationships. We are working to resolve the remaining problem credits or move the non-performing credits out of the loan portfolio. At both June 30, 2025 and December 31, 2024, we had $167,000 of real estate owned. As of June 30, 2025, real estate owned consisted of a single parcel of undeveloped land. The Company is currently marketing the property.
Liability Distribution. Our primary ongoing sources of funds are deposits, FHLB borrowings, proceeds from principal and interest payments on loans and investment securities and proceeds from the sale of mortgage loans and investment securities. While maturities and scheduled amortization of loans are a predictable source of funds, deposit flows and mortgage prepayments are greatly influenced by general interest rates and economic conditions. We experienced a decrease of $54.9 million, or 4.1% in total deposits during the first six months of 2025, to $1.3 billion at June 30, 2025. The decrease in deposits was primarily due to a seasonal decline in our deposit accounts due to public funds and a decline in brokered deposits on the last day of the second quarter.
Non-interest-bearing deposits at June 30, 2025 were $352.0 million, or 27.6% of deposits, compared to $351.6 million, or 26.5% of deposits, at December 31, 2024. Money market and checking deposit accounts were 44.2% of our deposit portfolio and totaled $562.9 million at June 30, 2025, compared to $637.0 million, or 47.9% of deposits, at December 31, 2024. The decrease in money market and checking deposit accounts included a decline of $39.4 million in brokered deposits from $39.5 million at December 31, 2024 to a balance of $95,000 at June 30, 2025. Savings accounts increased to $148.1 million, or 11.6% of deposits, at June 30, 2025, from $145.5 million, or 11.0% of deposits, at December 31, 2024. Certificates of deposit totaled $210.9 million, or 16.6% of deposits, at June 30, 2025, compared to $194.7 million, or 14.7% of deposits, at December 31, 2024. The increase in certificates of deposit was primarily related to higher brokered certificates of deposits, which increased from $41.0 million at December 31, 2024 to $53.4 million at June 30, 2025.
Overdraft deposits consist of non-interest-bearing deposits, money market and checking deposit accounts with negative balances. These overdraft balances totaled $279,000 as of June 30, 2025 and $316,000 as of December 31, 2024 and were presented as loans on the balance sheet.
Total deposits include estimated uninsured deposits of $418.2 million and $444.1 million as of June 30, 2025 and December 31, 2024, respectively. This represented approximately 32.8% of our total deposits at June 30, 2025 and 33.4% of our deposits at December 31, 2024. Approximately 94.9% of the Company’s total deposits were considered core deposits at June 30, 2025. These deposit balances are from retail, commercial and public fund customers located in the markets where the Company has bank branch locations.
Certificates of deposit at June 30, 2025 scheduled to mature in one year or less totaled $194.0 million. Historically, maturing deposits have generally remained with the Bank, and we believe that a significant portion of the deposits maturing in one year or less will remain with us upon maturity in some type of deposit account.
Total borrowings increased $94.1 million to $182.6 million at June 30, 2025, from $88.5 million at December 31, 2024. The increase in total borrowings was primarily due to an increase in FHLB line of credit borrowings.
Cash Flows. During the six months ended June 30, 2025, our cash and cash equivalents increased by $4.8 million. Our operating activities provided net cash of $8.5 million during the first six months of 2025 primarily as a result of net earnings. Our investing activities used net cash of $40.5 million during the first six months of 2025, primarily due to loan growth which was partially offset by maturities of investment securities. Financing activities provided net cash of $36.8 million during the first six months of 2025, primarily as a result of an increase in borrowings which was partially offset by a decrease in deposit balances.
Liquidity.Our most liquid assets are cash and cash equivalents and investment securities available-for-sale. The levels of these assets are dependent on the operating, financing, lending and investing activities during any given year. These liquid assets totaled $380.9 million at June 30, 2025 and $396.9 million at December 31, 2024. During periods in which we are not able to originate a sufficient amount of loans and/or periods of high principal prepayments, we generally increase our liquid assets by investing in short-term, high-grade investments or holding higher balances of cash and cash equivalents.
Liquidity management is both a daily and long-term function of our strategy. Excess funds are generally invested in short-term investments. Excess funds are typically generated as a result of increased deposit balances, while uses of excess funds are generally deposit withdrawals and loan advances. In the event we require funds beyond our ability to generate them internally, additional funds are generally available through the use of FHLB advances, a line of credit with the FHLB, other borrowings or through pledging or sales of investment securities. While the sale of available-for-sale investment securities would result in losses due to the current interest environment, pledging these securities as collateral would not result in a loss. At June 30, 2025, we had $151.6 million borrowed on our line of credit with the FHLB. At June 30, 2025, we had collateral pledged to the FHLB that would allow us to borrow $304.5 million, subject to FHLB credit requirements and policies. At June 30, 2025, we had no borrowings through the Federal Reserve discount window, while our borrowing capacity with the Federal Reserve was $44.5 million. We also have various other federal funds agreements, both secured and unsecured, with correspondent banks totaling approximately $30.0 million in available credit under which we had no outstanding borrowings at June 30, 2025. At June 30, 2025, we had subordinated debentures totaling $21.7 million and $5.8 million of repurchase agreements. At June 30, 2025, the Company had no borrowings against a $5.0 million line of credit from an unrelated financial institution maturing on November 1, 2025, with an interest rate that adjusts daily based on the prime rate less 0.50%. This line of credit has covenants specific to capital and other financial ratios, which the Company was in compliance with at June 30, 2025. The Company also has outstanding borrowings of $3.5 million from the same unrelated financial institution at a fixed rate of 6.15%. This borrowing matures on September 1, 2027 and requires quarterly principal and interest payments. The original $10.0 million of borrowings was used to fund part of the acquisition of Freedom Bancshares, Inc.
Off Balance Sheet Arrangements. As a provider of financial services, we routinely issue financial guarantees in the form of financial and performance standby letters of credit. Standby letters of credit are contingent commitments issued by us generally to guarantee the payment or performance obligation of a customer to a third party. While these standby letters of credit represent a potential outlay by us, a significant amount of the commitments may expire without being drawn upon. We have recourse against the customer for any amount the customer is required to pay to a third party under a standby letter of credit. The letters of credit are subject to the same credit policies, underwriting standards and approval process as loans made by us. Most of the standby letters of credit are secured, and in the event of nonperformance by the customers, we have the right to the underlying collateral, which could include CRE, physical plant and property, inventory, receivables, cash and marketable securities. The contract amount of these standby letters of credit, which represents the maximum potential future payments guaranteed by us, was $2.2 million at June 30, 2025.
At June 30, 2025, we had outstanding loan commitments, excluding standby letters of credit, of $202 million. We anticipate that sufficient funds will be available to meet current loan commitments. These commitments consist of unfunded lines of credit and commitments to finance real estate loans.
Capital.The Company and the Bank are subject to various regulatory capital requirements administered by federal banking regulators. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by federal banking regulators that, if undertaken, could have a direct material effect on the Company’s and Bank’s business. Banking organizations are required to maintain minimum capital levels as follows: a ratio of common equity Tier 1 capital equal to 4.5% of risk-weighted assets, a ratio of Tier 1 capital equal to 6.0% of risk-weighted assets, a ratio of total capital equal to 8.0% of risk-weighted assets, and a leverage ratio of Tier 1 capital to total quarterly average assets equal to 4.0% in all circumstances.Regulations also include a capital conservation buffer of 2.5% that is added to these minimum requirements for capital adequacy purposes. A banking organization with a conservation buffer of less than the required amount is subject to limitations on capital distributions, including the amount of dividends that it may pay without prior regulatory approval, stock repurchases and certain discretionary bonus payments to executive officers. Management believes that the Company and the Bank met all capital adequacy requirements to which they were subject as of June 30, 2025 and December 31, 2024, as discussed in more detail in Note 11 of the Consolidated Financial Statements.
Dividends. During the quarter ended June 30, 2025, we paid a quarterly cash dividend of $0.21 per share to our stockholders.
The payment of dividends by any financial institution or its holding company is affected by the requirement to maintain adequate capital pursuant to applicable capital adequacy guidelines and regulations. As discussed above, banking organizations must maintain a capital conservation buffer of 2.5% that is added to certain regulatory minimum requirements for capital adequacy purposes in order to pay dividends and make other capital distributions. As described above, the Bank exceeded its minimum capital requirements under applicable guidelines as of June 30, 2025. The National Bank Act also imposes limitations on the amount of dividends that a national bank may pay without prior regulatory approval. Generally, the amount is limited to the bank’s current year net earnings plus the adjusted retained earnings for the three preceding years. As of June 30, 2025, approximately $16.2 million was available to be paid as dividends to the Company by the Bank without prior regulatory approval.
Additionally, our ability to pay dividends is limited by the subordinated debentures that are held by three business trusts that we control. Interest payments on the debentures must be paid before we pay dividends on our capital stock, including our common stock. We have the right to defer interest payments on the debentures for up to 20 consecutive quarters. However, if we elect to defer interest payments, all deferred interest must be paid before we may pay dividends on our capital stock.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Interest rate risk is defined as the exposure of net interest income and fair value of financial instruments (interest-earning assets, deposits and borrowings) to movements in interest rates. Our results of operations depend to a large degree on our net interest income and ability to manage interest rate risk. Major sources of interest rate risk include timing differences in the maturity and re-pricing characteristics of assets and liabilities, changes in the shape of the yield curve, changes in customer behavior and changes in relationships between rate indices (basis risk). Our management measures these risks and their impacts in several ways, including through the use of income simulations and valuation analyses. Multiple interest rate scenarios are used in this analysis which include changes in interest rates, spread narrowing and widening, yield curve twists and changes in assumptions about customer behavior in various interest rate scenarios. A mismatch between maturities, interest rate sensitivities and prepayment characteristics of assets and liabilities results in interest-rate risk. Like most financial institutions, we have material interest-rate risk exposure to changes in both short-term and long-term interest rates, as well as variable interest rate indices. Interest rates in the financial markets affect our decisions relating to pricing our assets and liabilities, which impact net interest income, a significant cash flow source for us. As a result, a substantial portion of our risk management activities relates to managing interest rate risk.
Our Asset/Liability Management Committee monitors the interest rate sensitivity of our balance sheet using earnings simulation models and interest sensitivity analyses. We have set policy limits of interest rate risk to be assumed in the normal course of business and monitor such limits through our simulation process.
We have been successful in meeting the interest rate sensitivity objectives set forth in our policy. Simulation models are prepared to determine the impact on net interest income for the coming twelve months, including one using interest rates as of the forecast date, and forecasting volumes for the twelve-month projection. This position is then subjected to a shift in interest rates of 100, 200 and 300 basis points with an impact to our net interest income on a one-year horizon as follows:
The results of this simulation analysis are hypothetical, and a variety of factors might cause actual results to differ substantially from what is depicted. For example, if the timing and magnitude of interest rate changes differ from those projected, net interest income might vary significantly. Non-parallel yield curve shifts such as a flattening or steepening of the yield curve or changes in interest rate spreads would also cause net interest income to be different from that depicted. An increasing interest rate environment could reduce projected net interest income if deposits and other short-term liabilities re-price faster than expected or re-price faster than the Company’s assets. Actual results could differ from those projected if the Company grows assets and liabilities faster or slower than estimated, if the Company experienced a net outflow of deposit liabilities, or if the mix of assets and liabilities otherwise changes. Actual results could also differ from those projected if the Company experienced substantially different repayment speeds in the loan portfolio than those assumed in the simulation model. Finally, these simulation results do not contemplate all the actions that the Company may undertake in response to potential or actual changes in interest rates, such as changes to the Company’s loan, investment, deposit, or funding strategies.
Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995
Forward-Looking Statements
This document (including information incorporated by reference) contains, and future oral and written statements by us and our management may contain, forward-looking statements, within the meaning of such term in the Private Securities Litigation Reform Act of 1995, with respect to our financial condition, results of operations, plans, objectives, future performance and business. Forward-looking statements, which may be based upon beliefs, expectations and assumptions of our management and on information currently available to management, are generally identifiable by the use of words such as “believe,” “expect,” “anticipate,” “plan,” “intend,” “estimate,” “may,” “will,” “would,” “could,” “should” or other similar expressions, including the negatives of such expressions. Additionally, all statements in this document, including forward-looking statements, speak only as of the date they are made, and we undertake no obligation to update any statement in light of new information or future events.
Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on operations and future prospects of us and our subsidiaries include, but are not limited to, the following:
These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. Additional information concerning us and our business, including other factors that could materially affect our financial results, is included in our filings with the Securities and Exchange Commission, including the “Risk Factors” section in our Annual Report on Form 10-K for the year ended December 31, 2024 filed on March 25, 2025.
ITEM 4. CONTROLS AND PROCEDURES
An evaluation was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of June 30, 2025. Based on that evaluation, the Company’s management, including the Chief Executive Officer and Chief Financial Officer, concluded that the Company’s disclosure controls and procedures were effective as of June 30, 2025 to ensure that the information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act was recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
There were no changes in the Company’s internal control over financial reporting during the quarter ended June 30, 2025 that materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.
PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are no material pending legal proceedings to which the Company or its subsidiaries is a party or which any of their property is subject, other than ordinary routine litigation incidental to their respective businesses.
ITEM 1A. RISK FACTORS
There have been no material changes in the risk factors set forth under Part I, Item 1A “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The following table provides information about purchases by the Company during the quarter ended June 30, 2025 of the Company’s equity securities that are registered by the Company pursuant to Section 12 of the Exchange Act:
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
Rule 10b5-1 Trading Plans
During the quarter ended June 30, 2025, none of the Company’s directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule10b5-1(c) or any non-Rule 10b5-1 trading arrangement.
ITEM 6. EXHIBITS
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.