**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington,D.C. 20549**

 

**FORM 10-K**

 
| **ý**                                   | ** ** | **ANNUAL  REPORT PURSUANT TO SECTION 13 OR 15(d) OF  THE SECURITIES AND EXCHANGE ACT OF 1934**     |
|----------------------------------------------|------------|----------------------------------------------------------------------------------------------------|
| ** **                                   | ** ** | ** **                                                                                         |
| **For  fiscal year ended December 31, 2004** |
|                                         |       |                                                                                               |
| **OR**                                       |
|                                         |       |                                                                                               |
| **o**                                        | ** ** | **TRANSITION  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES AND EXCHANGE ACT OF 1934** |

 

**Fortransition period from           to            **

 

**CommissionFile Number 0-33203**

 

**LANDMARK BANCORP, INC.**

(Exact name ofRegistrant as specified in its charter)

 
| **Delaware**                                                                            | ** ** | **43-1930755**                           |
|-----------------------------------------------------------------------------------------|------------|------------------------------------------|
| (State or other  jurisdiction  of incorporation or organization)                        |       | (I.R.S. Employer  Identification Number) |
|                                                                                    |       |                                     |
| **800  Poyntz Avenue, Manhattan, Kansas    66505**                  |
| (Address of  principal executive offices)      (Zip Code) |
|                                                                                    |       |                                     |
| **(785)  565-2000**                                                                     |
| (Registrant’s telephone  number, including area code)                              |
|                                                                                    |       |                                     |
| Securities  registered pursuant to Section 12(b) of the Act:                            |

 
| **Title of  Each Class** | ** ** | **Name of  Each Exchange  on which Registered** |
|--------------------------|------------|-------------------------------------------------|
| None                     |       | None                                            |

 
| Securities  registered pursuant to Section 12(g) of the Act:                  |
|-------------------------------------------------------------------------------|
|                                                                          |
| **Common  Stock, par value $0.01 per share  Preferred Share Purchase Rights** |
| (Title of Class)                                                              |

 

Indicate by check markwhether the Registrant (1) has filed all reports to be filed by Section 13 or15(d) of the Securities and Exchange Act of 1934 during the preceding 12 months(or for such shorter period that the Registrant was required to file suchreports), and (2) has been subject to such filing requirements for the past 90days.  Yes   ý   Noo

 

Indicate by check mark ifdisclosure of delinquent filers pursuant to Item 405 of Regulation S-K is notcontained herein, and will not be contained, to the best of Registrant’sknowledge, in definitive proxy or information statements incorporated byreference in Part III of this 10-K or any amendment to this form 10-K. o.

 

Indicate by check markwhether the registrant is an accelerated filer (as defined in Rule 12b-2 of theAct).  Yes o  No  ý

 

The aggregate marketvalue of the voting and non-voting common equity held by non-affiliates of theregistrant, based on the last sales price quoted on the Nasdaq National MarketSystem on June 30, 2004, the last business day of the registrant’s mostrecently completed second fiscal quarter, was approximately $41.3 million*.  At March 16, 2005, the total number of sharesof common stock outstanding was 2,110,588.

 

Documents incorporated byReference:

 

Portions of the 2004Annual Report to Stockholders for the fiscal year ended December 31, 2004, areincorporated by reference into Parts I and II hereof, to the extent indicatedherein.  Portions of the Proxy Statementfor the Annual Meeting of Stockholders to be held May 18, 2005, areincorporated by reference in Part III hereof, to the extent indicated herein.

 

 

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*                                         Basedon the last reported price of actual transactions in Registrant’s common stockon June 30, 2004, and reports of beneficial ownership prepared by alldirectors, executive officers and beneficial owners of more than 5% of theoutstanding shares of common stock of Registrant; however, such determinationof shares owned by affiliates does not constitute an admission of affiliatestatus or beneficial interest in shares of common stock of Registrant.

 

 

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**LANDMARKBANCORP, INC.**

 

2004 Form 10-KAnnual Report

 

Table of Contents

 

**PART I**

 
| ITEM 1.    |   | BUSINESS                                                                                                             |   |
|------------|--------|----------------------------------------------------------------------------------------------------------------------|--------|
|       |   |                                                                                                                 |   |
| ITEM 2.    |   | PROPERTIES                                                                                                           |   |
|       |   |                                                                                                                 |   |
| ITEM 3.    |   | LEGAL PROCEEDINGS                                                                                                    |   |
|       |   |                                                                                                                 |   |
| ITEM  4.   |   | SUBMISSION  OF MATTERS TO A VOTE OF SECURITY HOLDERS                                                                 |   |
|       |   |                                                                                                                 |   |
| ITEM  5.   |   | MARKET  FOR THE COMPANY’S COMMON STOCK, RELATED STOCK-HOLDER MATTERS AND ISSUER  PURCHASES OF EQUITY SECURITIES |   |
|       |   |                                                                                                                 |   |
| ITEM 6.    |   | SELECTED FINANCIAL  DATA                                                                                             |   |
|       |   |                                                                                                                 |   |
| ITEM  7.   |   | MANAGEMENT’S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS                          |   |
|       |   |                                                                                                                 |   |
| ITEM  7A.  |   | QUANTITATIVE  AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                                                          |   |
|       |   |                                                                                                                 |   |
| ITEM  8.   |   | FINANCIAL  STATEMENTS AND SUPPLEMENTAL DATA                                                                          |   |
|       |   |                                                                                                                 |   |
| ITEM  9.   |   | CHANGES  IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE                                |   |
|       |   |                                                                                                                 |   |
| ITEM 9A.   |   | CONTROLS AND  PROCEDURES                                                                                             |   |
|       |   |                                                                                                                 |   |
| ITEM 9B.   |   | OTHER INFORMATION                                                                                                    |   |
|       |   |                                                                                                                 |   |
| ITEM  10.  |   | DIRECTORS  AND EXECUTIVE OFFICERS OF THE REGISTRANT                                                                  |   |
|       |   |                                                                                                                 |   |
| ITEM 11.   |   | EXECUTIVE COMPENSATION                                                                                               |   |
|       |   |                                                                                                                 |   |
| ITEM  12.  |   | SECURITY  OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT                                                      |   |
|       |   |                                                                                                                 |   |
| ITEM  13.  |   | CERTAIN  RELATIONSHIPS AND RELATED TRANSACTIONS                                                                      |   |
|       |   |                                                                                                                 |   |
| ITEM  14.  |   | PRINCIPAL  ACCOUNTANT FEES AND SERVICES                                                                              |   |
|       |   |                                                                                                                 |   |
| ITEM  15.  |   | EXHIBITS  AND FINANCIAL STATEMENT SCHEDULES                                                                          |   |
|       |   |                                                                                                                 |   |
| SIGNATURES |   |

 

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**PART I.**

 

**ITEM 1.****                                                     BUSINESS**

 

**The Company**

 

Landmark Bancorp, Inc.(the “Company”) is a bank holding company incorporated under the laws of theState of Delaware.  Currently, theCompany’s business consists solely of the ownership of Landmark National Bank(the “Bank”), which is a wholly-owned subsidiary of the Company.  As of December 31, 2004, the Company had$42.1 million in total assets.

 

The Company isheadquartered in Manhattan, Kansas and has expanded its geographic presencethrough acquisitions in the past several years. Effective April 1, 2004, theCompany acquired First Kansas Financial Corporation (“First Kansas”), theholding company for First Kansas Federal Savings Association (“First KansasFederal”).  In conjunction with thetransaction, First Kansas Federal was merged into the Bank (the “2004Acquisition”).  Effective October 9,2001, Landmark Bancshares, Inc., the holding company for Landmark FederalSavings Bank, and MNB Bancshares, Inc., the holding company for SecurityNational Bank, completed their merger into Landmark Merger Company, whichimmediately changed its name to Landmark Bancorp, Inc. (the “2001 Merger”).  In addition, Landmark Federal Savings Bankmerged with Security National Bank and the resulting bank changed its name toLandmark National Bank.

 

As a bank holdingcompany, the Company is subject to regulation by the Board of Governors of theFederal Reserve System (the “Federal Reserve”). The Company is also subject to various reporting requirements of theSecurities and Exchange Commission (the “SEC”).

 

Pursuant to the 2004Acquisition and 2001 Merger, the Bank succeeded to all of the assets andliabilities of First Kansas, First Kansas Federal, Landmark Federal SavingsBank and Security National Bank.  TheBank is principally engaged in the business of attracting deposits from thegeneral public and using such deposits, together with borrowings and otherfunds, to originate consumer, commercial, multi-family, and one-to-four familyresidential mortgage loans in the Bank’s principal market areas, as describedbelow.  Since the 2001 Merger, the Bankhas focused on originating greater numbers and amounts of consumer, commercial,and agricultural loans.  Additionally,greater emphasis has been placed on diversification of the deposit mix throughexpansion of core deposit accounts such as checking, savings, and money marketaccounts.  The Bank has also diversifiedits geographical markets as a result of both the 2004 Acquisition and the 2001Merger.  The Company’s main office is inManhattan, Kansas with branch offices in central, eastern and southwesternKansas.  The Company continues to exploreopportunities to expand its banking markets through mergers and acquisitions,as well as branching opportunities.

 

The results of operationsof the Bank are dependent primarily upon net interest income and, to a lesserextent, upon other income derived from loan servicing fees and customer depositservices.  Additional expenses of theBank include general and administrative expenses such as

 

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salaries, employee benefits, federal deposit insurance premiums, dataprocessing, occupancy and related expenses.

 

Deposits of the Bank areinsured by both the Savings Association Insurance Fund (the “SAIF”) or the BankInsurance Fund (the “BIF”) of the Federal Deposit Insurance Corporation (the “FDIC”)up to the maximum amount allowable under applicable federal law andregulation.  The Bank is regulated by theOffice of the Comptroller of the Currency (the “OCC”), as the charteringauthority for national banks, and the FDIC, as the administrator of the SAIFand the BIF.  The Bank is also subject toregulation by the Board of Governors of the Federal Reserve System with respectto reserves required to be maintained against deposits and certain othermatters.  The Bank is a member of theFederal Reserve Bank of Kansas City and the Federal Home Loan Bank (the “FHLB”)of Topeka.

 

The Company’s executiveoffice and the Bank’s main office are located at 800 Poyntz Avenue, Manhattan,Kansas 66502.  The telephone number is(785) 565-2000.

 

**Market Area**

 

The Bank’s primarydeposit gathering and lending markets are geographically diversified withlocations in eastern, central, and southwestern Kansas.  The primary industries within theserespective markets are also diverse and dependent upon a wide array of industryand governmental activity for their economic base.  A brief description of these three geographicareas and the communities which the Bank serves within these communities issummarized below.

 

Shawnee, Miami, Osage,and Bourbon counties are located in eastern Kansas and encompass the Banklocations in Topeka, Auburn, Paola, Louisburg, Osawatomie, and Fort Scott.  Shawnee Counties’s market, which encompassesthe Bank locations in Topeka and Auburn, is strongly influenced by the State ofKansas, City of Topeka, and several major private firms and public institutions.  The communities of Paola, Louisburg, andOsawatomie, located within Miami County, are influenced by the high growth ofthe Kansas City market resulting in housing growth and small private industriesand business.  Additionally, theOsawatomie State Hospital is a major government employer within thecounty.  Bourbon and Osage Counties areprimarily agricultural with small private industries and business firms, whileBourbon County is also influenced by a regional hospital and Fort ScottCommunity College.

 

Bank locations withincentral Kansas include the communities of Manhattan within Riley County, Wamegowhich is located within Pottawatomie County, Great Bend and Hoisington withinBarton County, and LaCrosse located in Rush County.  The Riley and Pottawatomie County economiesare significantly impacted by employment at Fort Riley Military Base and KansasState University, the second largest university in Kansas, which is located inManhattan.  Several private industriesand businesses are also located within these counties.  Agriculture, oil, and gas are the predominantindustries in Barton County. Additionally manufacturing and service industries also play a key rolewithin this central Kansas market. LaCrosse, located

 

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within Rush County, is primarily an agricultural community with anemphasis on crop and livestock production.

 

The counties of Ford andFinney were founded on agriculture, which continues to play a major role in theeconomy.  Predominant activities involvecrop production, feed lot operations, and food processing.   Dodge City is known as the “Cowboy Capitalof the World” and maintains a significant tourism industry.  Both Dodge City and Garden City arerecognized as regional commercial centers within the state with small business,manufacturing, retail, and service industries having a significant influenceupon the local economies.  Additionally,each community has a community college which also attracts a number ofindividuals from the surrounding area to live within the community toparticipate in educational programs and pursue a degree.

 

**Competition**

 

The Company faces strongcompetition both in attracting deposits and making real estate and otherloans.  Its most direct competition fordeposits comes from commercial banks and other savings institutions located inits principal market areas, including many large financial institutions whichhave greater financial and marketing resources available to them.  The ability of the Company to attract andretain deposits generally depends on its ability to provide a rate of return,liquidity and risk comparable to that offered by competing investmentopportunities.  The Company competes forloans principally through the interest rates and loan fees it charges and theefficiency and quality of services it provides borrowers.  Additionally, competition may increase as aresult of the continuing reduction on restrictions on the interstate operationsof financial institutions. Under the Gramm-Leach-Bliley Act, which becameeffective in 2000, securities firms and insurance companies that elect tobecome financial holding companies may acquire banks and other financialinstitutions.  The Gramm-Leach-Bliley Actmay significantly change the competitive environment in which the Companyconducts business.  The financialservices industry is also likely to become more competitive as furthertechnological advances enable more companies to provide financialservices.  These technological advancesmay diminish the importance of depository institutions and other financialintermediaries in the transfer of funds between parties.

 

**Employees**

 

AtDecember 31, 2004, the Bank had a total of 151 employees (141.5 full timeequivalent employees).  The Company hasno direct employees.  Employees areprovided with a comprehensive benefits program, including basic and majormedical insurance, life and disability insurance, sick leave, an employeestock ownership plan and a 401(k) profit sharing plan.  Employees are not represented by any union orcollective bargaining group and the Bank considers its employee relations to begood.

 

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# **Lending Activities**

# ** **

***General*.**  The Company strives to provide each marketarea it serves a full range of financial products and services to small andmedium sized businesses and to consumers. The Company targets owner-operated businesses and utilizes SmallBusiness Administration and Farm Services Administration lending as a part ofits product mix.  Each market has anestablished loan committee which has authority to approve credits, withinestablished guidelines.  Concentrationsin excess of those guidelines must be approved by either a corporate loancommittee comprised of the Company’s Chief Executive Officer, the Credit RiskManager, and two other senior commercial lenders or the bank’s board ofdirectors.  When lending to an entity,the Company generally obtains a guaranty from the principals of theentity.  The loan mix is subject to thediscretion of the Bank’s board of directors and the demands of the localmarketplace.

 

Residential loans arepriced and originated following underwriting standards that are consistent withguidelines established by the major buyers in the secondary market.  Commercial and consumer loans generally areissued at or above the national prime rate. The Company has no potential negative amortization loans.  The following is a brief description of eachmajor category of the Company’s lending activity.

 

***Real Estate Lending***.  Commercial, residential, construction andmulti-family real estate loans represent the largest class of loans of theCompany.  Generally, residential loansretained in portfolio are variable rate with adjustment periods of five yearsor less and amortization periods of either 15 or 30 years.  Commercial real estate loans, includingagricultural real estate, generally have amortization periods of 15 or 20years.  The Company has a securityinterest in the borrower’s real estate. The Company also generates long term fixed rate residential real estateloans which are sold in the secondary market. Commercial real estate, construction and multi-family loans aregenerally limited, by policy, to 80% of the appraised value of theproperty.  Commercial real estate,including agricultural real estate loans, also are supported by an analysisdemonstrating the borrower’s ability to repay. Residential loans that exceed 80% of the appraised value of the realestate generally are required, by policy, to be supported by private mortgageinsurance, although on occasion the Company will retain non-conformingresidential loans to known customers at premium pricing.

 

***Commercial Lending***.  Loans in this category include loans toservice, retail, wholesale and light manufacturing businesses, includingagricultural operations.  Commercialloans are made based on the financial strength and repayment ability of theborrower, as well as the collateral securing the loans.  The Company targets owner-operated businessesas its customers and makes lending decisions based upon a cash flow analysis ofthe borrower as well as a collateral analysis. Accounts receivable loans and loans for inventory purchases aregenerally on a one-year renewable term and loans for equipment generally have aterm of seven years or less.  The Companygenerally takes a blanket security interest in all assets of the borrower.  Equipment loans are generally limited to 75%of the cost or appraised value of the equipment.  Inventory loans are generally limited to 50%of the value of the inventory, and accounts receivable loans are generallylimited to 75% of a predetermined eligible base.

 

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The Company also providesshort-term credit for operating loans and intermediate term loans for farmproduct, livestock and machinery purchases and other agriculturalimprovements.  Farm product loans havegenerally a one-year term and machinery and equipment and breeding livestockloans generally have five to seven year terms. Extension of credit is based upon the borrower’s ability to repay, aswell as the existence of federal guarantees and crop insurance coverage.  These loans are generally secured by ablanket lien on livestock, equipment, feed, hay, grain and growing crops.  Equipment and breeding livestock loans aregenerally limited to 75% of appraised value.

 

***Consumer and Other Lending***.  Loans classified as consumer and other loansinclude automobile, boat, student loans, home improvement and home equityloans, the latter two secured principally through second mortgages.  The Company generally takes a purchase moneysecurity interest in collateral for which it provides the originalfinancing.  The terms of the loanstypically range from one to five years, depending upon the use of the proceeds,and generally range from 75% to 90% of the value of the collateral.  The majority of these loans are installmentloans with fixed interest rates.

 

**Loan Origination and Processing**

 

Loan originations arederived from a number of sources. Residential loan originations result from real estate broker referrals,direct solicitation by the Bank’s loan officers, present depositors and borrowers,referrals from builders and attorneys, walk in customers and, in someinstances, other lenders.  Residentialloan applications are underwritten and closed based upon standards whichgenerally meet secondary market guidelines. Consumer and commercial real estate loan originations emanate from manyof the same sources.  The average loan isless than $500,000.

 

The loan underwritingprocedures followed by the Bank conform to regulatory specifications and aredesigned to assess both the borrower’s ability to make principal and interestpayments and the value of any assets or property serving as collateral for theloan.  Generally, as part of the process,a loan officer meets with each applicant to obtain the appropriate employmentand financial information as well as any other required loan information.  The bank then obtains reports with respect tothe borrower’s credit record, and orders, on real estate loans, and reviews anappraisal of any collateral for the loan (prepared for the Bank through an independentappraiser).

 

Loan applicants arenotified promptly of the decision of the bank. Prior to closing any long-term loan, the borrower must provide proof offire and casualty insurance on the property serving as collateral, and such insurancemust be maintained during the full term of the loan.  Title insurance is required on loanscollateralized by real property.

 

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**SUPERVISIONAND REGULATION**

** **

# **General**

# ** **

Financial institutions,their holding companies and their affiliates are extensively regulated underfederal and state law.  As a result, thegrowth and earnings performance of the Company may be affected not only bymanagement decisions and general economic conditions, but also by therequirements of federal and state statutes and by the regulations and policiesof various bank regulatory authorities, including the Office of the Comptrollerof the Currency (the “OCC”), the Board of Governors of the Federal ReserveSystem (the “Federal Reserve”) and the Federal Deposit InsuranceCorporation (the “FDIC”).  Furthermore,taxation laws administered by the Internal Revenue Service and state taxingauthorities and securities laws administered by the Securities and ExchangeCommission (the “SEC”) and state securities authorities have an impact onthe business of the Company. The effect of these statutes, regulations andregulatory policies may be significant, and cannot be predicted with a highdegree of certainty.

 

Federal and state lawsand regulations generally applicable to financial institutions regulate, amongother things, the scope of business, the kinds and amounts of investments,reserve requirements, capital levels relative to operations, the nature andamount of collateral for loans, the establishment of branches, mergers andconsolidations and the payment of dividends. This system of supervision andregulation establishes a comprehensive framework for the respective operationsof the Company and its subsidiaries and is intended primarily for the protectionof the FDIC-insured deposits and depositors of the Bank, rather thanshareholders.

 

Thefollowing is a summary of the material elements of the regulatory frameworkthat applies to the Company and its subsidiaries.  It does not describe all of the statutes,regulations and regulatory policies that apply, nor does it restate all of therequirements of those statutes, regulations and regulatory policies that aredescribed. As such, the following is qualified in its entirety by reference toapplicable law.  Any change in applicablestatutes, regulations or regulatory policies may have a material effect on thebusiness of the Company and its subsidiaries.

 

**The Company**

 

***General.**** *The Company, as thesole shareholder of the Bank, is a bank holding company.  As a bank holding company, the Company isregistered with, and is subject to regulation by, the Federal Reserve under theBank Holding Company Act of 1956, as amended (the “BHCA”).  In accordance with Federal Reserve policy,the Company is expected to act as a source of financial strength to the Bankand to commit resources to support the Bank in circumstances where the Companymight not otherwise do so.  Under theBHCA, the Company is subject to periodic examination by the FederalReserve.  The Company is also required tofile with the Federal Reserve periodic reports of the Company’s operations andsuch additional information regarding the Company and its subsidiaries as theFederal Reserve may require.

 

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***Acquisitions, Activities and Change in Control.* **The primary purpose of a bank holdingcompany is to control and manage banks.****The BHCAgenerally requires the prior approval of the Federal Reserve for any mergerinvolving a bank holding company or any acquisition by a bank holding companyof another bank or bank holding company. Subject to certain conditions (including deposit concentration limitsestablished by the BHCA), the Federal Reserve may allow a bank holding companyto acquire banks located in any state of the United States. In approvinginterstate acquisitions, the Federal Reserve is required to give effect toapplicable state law limitations on the aggregate amount of deposits that maybe held by the acquiring bank holding company and its insured depositoryinstitution affiliates in the state in which the target bank is located(provided that those limits do not discriminate against out-of-state depositoryinstitutions or their holding companies) and state laws that require that thetarget bank have been in existence for a minimum period of time (not to exceedfive years) before being acquired by an out-of-state bank holding company.

 

TheBHCA generally prohibits the Company from acquiring direct or indirectownership or control of more than 5% of the voting shares of any company thatis not a bank and from engaging in any business other than that of banking,managing and controlling banks or furnishing services to banks and theirsubsidiaries.  This general prohibitionis subject to a number of exceptions. The principal exception allows bankholding companies to engage in, and to own shares of companies engaged in,certain businesses found by the Federal Reserve to be “so closely related tobanking ... as to be a proper incident thereto.”  This authority would permit the Company toengage in a variety of banking-related businesses, including the operation of athrift, consumer finance, equipment leasing, the operation of a computerservice bureau (including software development), and mortgage banking and brokerage.The BHCA generally does not place territorial restrictions on the domesticactivities of non-bank subsidiaries of bank holding companies.

 

Additionally,bank holding companies that meet certain eligibility requirements prescribed bythe BHCA and elect to operate as financial holding companies may engage in, orown shares in companies engaged in, a wider range of nonbanking activities,including securities and insurance underwriting and sales, merchant banking andany other activity that the Federal Reserve, in consultation with the Secretaryof the Treasury, determines by regulation or order is financial in nature,incidental to any such financial activity or complementary to any suchfinancial activity and does not pose a substantial risk to the safety orsoundness of depository institutions or the financial system generally.  As of the date of this filing, the Companyhas neither applied for nor received approval to operate as a financial holdingcompany.

 

Federal law alsoprohibits any person or company from acquiring “control” of an FDIC-insureddepository institution or its holding company without prior notice to theappropriate federal bank regulator.  “Control”is conclusively presumed to exist upon the acquisition of 25% or more of theoutstanding voting securities of a bank or bank holding company, but may ariseunder certain circumstances at 10% ownership.

 

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***CapitalRequirements.***  Bankholding companies are required to maintain minimum levels of capital inaccordance with Federal Reserve capital adequacy guidelines.  If capital levels fall below the minimumrequired levels, a bank holding company, among other things, may be deniedapproval to acquire or establish additional banks or non-bank businesses.

 

TheFederal Reserve’s capital guidelines establish the following minimum regulatorycapital requirements for bank holding companies: (i) a risk-based requirementexpressed as a percentage of total assets weighted according to risk; and (ii)a leverage requirement expressed as a percentage of total assets.  The risk-based requirement consists of aminimum ratio of total capital to total risk-weighted assets of 8% and aminimum ratio of Tier 1 capital to total risk-weighted assets of 4%.  The leverage requirement consists of aminimum ratio of Tier 1 capital to total assets of 3% for the most highly ratedcompanies, with a minimum requirement of 4% for all others.  For purposes of these capital standards, Tier1 capital consists primarily of permanent stockholders’ equity less intangibleassets (other than certain loan servicing rights and purchased credit cardrelationships). Total capital consists primarily of Tier 1 capital plus certainother debt and equity instruments that do not qualify as Tier 1 capital and aportion of the company’s allowance for loan and lease losses.

 

The risk-based andleverage standards described above are minimum requirements. Higher capitallevels will be required if warranted by the particular circumstances or riskprofiles of individual banking organizations. For example, the Federal Reserve’scapital guidelines contemplate that additional capital may be required to takeadequate account of, among other things, interest rate risk, or the risks posedby concentrations of credit, nontraditional activities or securities tradingactivities.  Further, any bankingorganization experiencing or anticipating significant growth would be expectedto maintain capital ratios, including tangible capital positions (*i.e.*, Tier 1 capital less all intangible assets), well abovethe minimum levels.  As of December 31,2004, the Company had regulatory capital in excess of the Federal Reserve’sminimum requirements.

 

***DividendPayments.**** *The Company’s ability to paydividends to its shareholders may be affected by both general corporate lawconsiderations and policies of the Federal Reserve applicable to bank holdingcompanies*.* As a Delaware corporation, the Companyis subject to the limitations of the Delaware General Corporation Law(the ”DGCL”). The DGCL allows the Company to pay dividends only out of itssurplus (as defined and computed in accordance with the provisions of the DGCL)or if the Company has no such surplus, out of its net profits for the fiscalyear in which the dividend is declared and/or the preceding fiscal year.Additionally, policies of the Federal Reserve caution that a bank holdingcompany should not pay cash dividends that exceed its net income or that canonly be funded in ways that weaken the bank holding company’s financial health,such as by borrowing.  The FederalReserve also possesses enforcement powers over bank holding companies and theirnon-bank subsidiaries to prevent or remedy actions that represent unsafe orunsound practices or violations of applicable statutes and regulations.  Among these powers is the ability toproscribe the payment of dividends by banks and bank holding companies.

 

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***FederalSecurities Regulation.*** The Company’s common stock is registered with the SEC under theSecurities Act of 1933, as amended, and the Securities Exchange Act of 1934, asamended (the ”Exchange Act”). Consequently, the Company is subject to the information, proxysolicitation, insider trading and other restrictions and requirements of theSEC under the Exchange Act.

 

**The Bank**

 

***General.*** The Bank is a national bank, chartered by the OCC under the NationalBank Act.  The deposit accounts ofthe Bank are insured by the FDIC’s BIF and its SAIF.  The Bank is a member of the Federal ReserveSystem and the Federal Home Loan Bank System. As a national bank, the Bank is subject to the examination, supervision,reporting and enforcement requirements of the OCC, the chartering authority fornational banks. The FDIC, as administrator of the BIF and the SAIF, also hasregulatory authority over the Bank.

 

***Deposit Insurance.* **As an FDIC-insured institution, the Bank is required to pay depositinsurance premium assessments to the FDIC. The FDIC has adopted a risk-based assessment system under which allinsured depository institutions are placed into one of nine categories andassessed insurance premiums based upon their respective levels of capital andresults of supervisory evaluations. Institutions classified as well-capitalized (as defined by the FDIC) andconsidered healthy pay the lowest premium while institutions that are less thanadequately capitalized (as defined by the FDIC) and considered of substantialsupervisory concern pay the highest premium. Risk classification of all insured institutions is made by the FDIC foreach semi-annual assessment period.

 

Duringthe year ended December 31, 2004, both BIF and SAIF assessments ranged from 0%of deposits to 0.27% of deposits.  Forthe semi-annual assessment period beginning January 1, 2005, both BIFand SAIF assessment rates will continue to range from 0% of deposits to 0.27%of deposits.

 

***FICO Assessments.***  Since1987, a portion of the deposit insurance assessments paid by SAIF members hasbeen used to cover interest payments due on the outstanding obligations of theFinancing Corporation (“FICO”). FICO was created in 1987 to finance therecapitalization of the Federal Savings and Loan Insurance Corporation, theSAIF’s predecessor insurance fund. As a result of federal legislation enactedin 1996, beginning as of January 1, 1997, both SAIF members and BIFmembers became subject to assessments to cover the interest payments onoutstanding FICO obligations until the final maturity of such obligations in2019.  These FICO assessments are inaddition to amounts assessed by the FDIC for deposit insurance. During the yearended December 31, 2004, the FICO assessment rate for BIF and SAIF memberswas approximately 0.02% of deposits.

 

***Supervisory Assessments.***  National banks are required to paysupervisory assessments to the OCC to fund the operations of the OCC.  The amount of the assessment is calculatedusing a formula that takes into account the bank’s size and its supervisorycondition (as determined by the composite rating assigned to the bank as aresult of its most recent OCC examination).** **During the 

 

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year ended December 31, 2004, the Bank paid supervisory assessments tothe OCC totaling $105,000.

 

***Capital Requirements.* **Banks are generally required to maintain capital levels in excess ofother businesses. The OCC has established the following minimum capitalstandards for national banks, such as the Bank: (i) a leverage requirementconsisting of a minimum ratio of Tier 1 capital to total assets of 3% for themost highly-rated banks with a minimum requirement of at least 4% for allothers; and (ii) a risk-based capital requirement consisting of a minimum ratioof total capital to total risk-weighted assets of 8% and a minimum ratio of Tier1 capital to total risk-weighted assets of 4%. For purposes of these capital standards, the components of Tier 1capital and total capital are the same as those for bank holding companiesdiscussed above.

 

Thecapital requirements described above are minimum requirements.  Higher capital levels will be required ifwarranted by the particular circumstances or risk profiles of individualinstitutions.  For example, regulationsof the OCC provide that additional capital may be required to take adequate accountof, among other things, interest rate risk or the risks posed by concentrationsof credit, nontraditional activities or securities trading activities.

 

Further,federal law and regulations provide various incentives for financialinstitutions to maintain regulatory capital at levels in excess of minimumregulatory requirements. For example, a financial institution that is “well-capitalized”may qualify for exemptions from prior notice or application requirementsotherwise applicable to certain types of activities and may qualify forexpedited processing of other required notices or applications. Additionally,one of the criteria that determines a bank holding company’s eligibility tooperate as a financial holding company is a requirement that all of itsfinancial institution subsidiaries be “well-capitalized.”  Under the regulations of the OCC, in order tobe “well-capitalized” a financial institution must maintain a ratio of totalcapital to total risk-weighted assets of 10% or greater, a ratio of Tier 1capital to total risk-weighted assets of 6% or greater and a ratio of Tier 1capital to total assets of 5% or greater.

 

Federal law also provides the federal bankingregulators with broad power to take prompt corrective action to resolve theproblems of undercapitalized institutions. The extent of the regulators’ powers depends on whether the institutionin question is “adequately capitalized,” “undercapitalized,” “significantlyundercapitalized” or “critically undercapitalized,” in each case as defined byregulation.  Depending upon the capitalcategory to which an institution is assigned, the regulators’ corrective powersinclude: (i) requiring the institution to submit a capital restoration plan;(ii) limiting the institution’s asset growth and restricting its activities;(iii) requiring the institution to issue additional capital stock (includingadditional voting stock) or to be acquired; (iv) restricting transactionsbetween the institution and its affiliates; (v) restricting the interest rate theinstitution may pay on deposits; (vi) ordering a new election of directors ofthe institution; (vii) requiring that senior executive officers or directors bedismissed; (viii) prohibiting the institution from accepting deposits fromcorrespondent banks; (ix) requiring the institution to divest certainsubsidiaries; (x) prohibiting the payment of principal or interest onsubordinated debt; and (xi) ultimately, appointing a receiver for theinstitution.

 

10

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As ofDecember 31, 2004: (i) the Bank was not subject to a directive from the OCC toincrease its capital to an amount in excess of the minimum regulatory capitalrequirements; (ii) the Bank exceeded its minimum regulatory capitalrequirements under OCC capital adequacy guidelines; and (iii) the Bank was “well-capitalized,”as defined by OCC regulations.

 

***Dividends.*** The primary source of funds for the Company is dividends from the Bank.Under the National Bank Act, a national bank may pay dividends out of itsundivided profits in such amounts and at such times as the bank’s board ofdirectors deems prudent.  Without priorOCC approval, however, a national bank may not pay dividends in any calendaryear that, in the aggregate, exceed the bank’s year-to-date net income plus thebank’s retained net income for the two preceding years.

 

Thepayment of dividends by any financial institution is affected by therequirement to maintain adequate capital pursuant to applicable capitaladequacy guidelines and regulations, and a financial institution generally isprohibited from paying any dividends if, following payment thereof, theinstitution would be undercapitalized. As described above, the Bank exceeded its minimum capital requirementsunder applicable guidelines as of December 31, 2004.  As of December 31, 2004, approximately $2.3million was available to be paid as dividends by the Bank.  Notwithstanding the availability of funds fordividends, however, the OCC may prohibit the payment of any dividends by theBank if the OCC determines such payment would constitute an unsafe or unsoundpractice.

 

***Insider Transactions.* **The Bank is subject to certain restrictions imposed by federal lawon extensions of credit to the Company, on investments in the stock or othersecurities of the Company and the acceptance of the stock or other securitiesof the Company as collateral for loans made by the Bank. Certain limitationsand reporting requirements are also placed on extensions of credit by the Bankto its directors and officers, to the directors and officers of the Company, toprincipal stockholders of the Company, and to “related interests” of suchdirectors, officers and principal stockholders. In addition, federal law and regulations may affect the terms upon whichany person who is a director or officer of the Company or the Bank or aprincipal stockholder of the Company may obtain credit from banks with whichthe Bank maintains correspondent relationships.

 

***Safety and Soundness Standards.***  The federal banking agencies have adoptedguidelines that establish operational and managerial standards to promote thesafety and soundness of federally insured depository institutions.  The guidelines set forth standards forinternal controls, information systems, internal audit systems, loandocumentation, credit underwriting, interest rate exposure, asset growth,compensation, fees and benefits, asset quality and earnings.

 

Ingeneral, the safety and soundness guidelines prescribe the goals to be achievedin each area, and each institution is responsible for establishing its ownprocedures to achieve those goals.  If aninstitution fails to comply with any of the standards set forth in theguidelines, the institution’s primary federal regulator may require theinstitution to submit a plan for achieving and maintaining compliance. If aninstitution fails to submit an acceptable compliance plan, or fails in anymaterial respect to implement a compliance plan that has been accepted by itsprimary federal regulator, the regulator is required to issue an orderdirecting the institution to cure the deficiency. Until the

 

11

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deficiency cited in the regulator’s order is cured, the regulator mayrestrict the institution’s rate of growth, require the institution to increaseits capital, restrict the rates the institution pays on deposits or require theinstitution to take any action the regulator deems appropriate under thecircumstances. Noncompliance with the standards established by the safety and soundnessguidelines may also constitute grounds for other enforcement action by thefederal banking regulators, including cease and desist orders and civil moneypenalty assessments.

 

***Branching Authority.*** National banks headquartered in Kansas, suchas the Bank, have the same branching rights in Kansas as banks chartered underKansas law, subject to OCC approval. Kansas law grants Kansas-chartered banks the authority to establishbranches anywhere in the State of Kansas, subject to receipt of all requiredregulatory approvals.

 

Federallaw permits state and national banks to merge with banks in other statessubject to: (i) regulatory approval; (ii) federal and state depositconcentration limits; and (iii) state law limitations requiring the mergingbank to have been in existence for a minimum period of time (not to exceed fiveyears) prior to the merger.  Theestablishment of new interstate branches or the acquisition of individualbranches of a bank in another state (rather than the acquisition of an out-of-statebank in its entirety) is permitted only in those states that authorize suchexpansion.

 

***Financial Subsidiaries. ***Under Federal lawand OCC regulations, national banks are authorized to engage, through “financialsubsidiaries,” in any activity that is permissible for a financial holdingcompany and any activity that the Secretary of the Treasury, in consultationwith the Federal Reserve, determines is financial in nature or incidental toany such financial activity, except: (i) insurance underwriting, (ii) realestate development or real estate investment activities (unless otherwisepermitted by law), (iii) insurance company portfolio investments and (iv)merchant banking.  The authority of anational bank to invest in a financial subsidiary is subject to a number ofconditions, including, among other things, requirements that the bank must bewell-managed and well-capitalized (after deducting from capital the bank’soutstanding investments in financial subsidiaries).  The Bank has neither applied for nor receivedapproval to establish any financial subsidiaries.

 

***Federal Reserve System.***  Federal Reserve regulations, as presently ineffect, require depository institutions to maintain non-interest earningreserves against their transaction accounts (primarily NOW and regular checkingaccounts), as follows: for transaction accounts aggregating $47.6 million orless, the reserve requirement is 3% of total transaction accounts; and fortransaction accounts aggregating in excess of $47.6 million, the reserverequirement is $1.218 million plus 10% of the aggregate amount of totaltransaction accounts in excess of $47.6 million.  The first $7.0 million of otherwisereservable balances are exempted from the reserve requirements.  These reserve requirements are subject toannual adjustment by the Federal Reserve. The Bank is in compliance with the foregoing requirements.

 

12

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**CompanyWebsite**

 

The Company maintains a corporate website atwww.landmarkbancorpinc.com.  The Companymakes available free of charge on or through its website the annual report onForm 10K, quarterly reports on Form 10-Q, current reports on Form 8-K andamendments to those reports filed or furnished pursuant to Section 13(a) or15(d) of the Exchange Act as soon as reasonably practicable after the Companyelectronically files such material with, or furnish it to, the Securities andExchange Commission.  Many of the Company’spolicies, committee charters and other investor information are available onthe web site. The Company will also provide copies of its filings free ofcharge upon written request to our Corporate Secretary at the address listed onthe front of this Form 10-K.

 

**STATISTICAL DATA**

 

TheCompany is the accounting successor to the prior Landmark Bancshares, Inc. andtherefore, all financial information presented for periods prior to October 9,2001 reflects only the operations of Landmark Bancshares, Inc.  Landmark Bancshares, Inc. filed an AnnualReport on Form 10-K for its fiscal year ended September 30, 2001.  The Company has a fiscal year ending onDecember 31.  Therefore, the Companyelected to file a Form 10-K for the transition period from October 1, 2001 toDecember 31, 2001, which included audited consolidated financial information.  The results for the three month transitionperiod ended December 31, 2001 included MNB Bancshares, Inc.’s resultscommencing October 9, 2001.  Theinformation presented in this Form 10-K presents information on behalf of theCompany as of and for the year ended December 31, 2004.

 

Thestatistical data required by Guide 3 of the Guides for Preparation and Filingof Reports and Registration Statements under the Securities Exchange Act of1934 is set forth in the following pages. This data should be read in conjunction with the consolidated financialstatements, related notes and “Management’s Discussion and Analysis ofFinancial Condition and Results of Operations” as set forth in the Company’s2004 Annual Report to Stockholders (attached hereto as Exhibit 13.1).  All dollars in the tables are expressed inthousands.

 

13

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**I.****                                         Distributionof Assets, Liabilities, and Stockholders’ Equity; Interest Rates and InterestDifferentials**

 

The average balance sheetsare incorporated by reference from the Company’s 2004 Annual Report toStockholders (attached as Exhibit 13.1). The following table describes the extent to which changes in interestincome and interest expense for major components of interest-earning assets andinterest-bearing liabilities affected the Company’s interest income and expenseduring the periods indicated.  The tabledistinguishes between (i) changes attributable to rate (changes in ratemultiplied by prior volume), (ii) changes attributable to volume (changes involume multiplied by prior rate), and (iii) net change (the sum of the previouscolumns).  The net changes attributableto the combined effect of volume and rate, which cannot be segregated, havebeen allocated proportionately to the change due to volume and the change dueto rate.

 

 
| ** **            | ** ** | **Years Ended  December 2004 vs December 2003  Increase/(Decrease) Attributable to** | ** ** | **Years Ended  December 2003 vs December 2002  Increase/(Decrease) Attributable to** | ** ** |
|-----------------------|------------|--------------------------------------------------------------------------------------|------------|--------------------------------------------------------------------------------------|------------|
| ** **            | ** ** | **Volume**                                                                           | ** ** | **Rate**                                                                             | ** ** | **Net** | ** ** | **Volume** | ** ** | **Rate** | ** ** | **Net** | ** ** |
| ** **            | ** ** | **(Dollars in thousands)**                                                           | ** ** | **(Dollars in thousands)**                                                           | ** ** |
| Interest income:      |       |                                                                                 |       |                                                                                 |       |   |   |   |   |   |   |   |   |
| Investment securities |       | $                                                                                    | 1,322      |                                                                                 | $          | (19 | ) | $ | 1,303 |   | $ | 189 |   | $ | (127 | ) | $ | 62 |   |
| Loans                 |       | 2,598                                                                                |       | (1,228                                                                               | )          | 1,370 |   | (1,094 | ) | (1,253 | ) | (2,347 | ) |
| Total                 |       | 3,920                                                                                |       | (1,247                                                                               | )          | 2,673 |   | (905 | ) | (1,380 | ) | (2,285 | ) |
| Interest expense:     |       |                                                                                 |       |                                                                                 |       |   |   |   |   |   |   |   |   |
| Deposits              |       | $                                                                                    | 385        |                                                                                 | $          | (886 | ) | $ | (501 | ) | $ | 278 |   | $ | (1,605 | ) | $ | (1,327 | ) |
| Other borrowings      |       | 1,974                                                                                |       | (128                                                                                 | )          | 1,846 |   | (13 | ) | (116 | ) | (129 | ) |
| Total                 |       | 2,359                                                                                |       | (1,014                                                                               | )          | 1,345 |   | 265 |   | (1,721 | ) | (1,456 | ) |
| Net interest income   |       | $                                                                                    | 1,561      |                                                                                 | $          | (233 | ) | $ | 1,328 |   | $ | (1,170 | ) | $ | 341 |   | $ | (829 | ) |
|                       |            |                                                                                      |            |                                                                                      |            |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

 

14

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**II.  Investment Portfolio**

 

***InvestmentSecurities****.*  The following table sets forth the carryingvalue of the Company’s investment securities at the dates indicated.  None of the investment securities held as ofDecember 31, 2003 was issued by an individual issuer in excess of 10% of theCompany’s stockholders’ equity, excluding the securities of U.S. government and federal agency obligations.

 

 
| ** **                                 | ** ** | **At  December 31,**       | ** ** |
|--------------------------------------------|------------|----------------------------|------------|
| ** **                                 | ** ** | **2004**                   | ** ** | **2003** | ** ** | **2002** | ** ** |
| ** **                                 | ** ** | **(Dollars in thousands)** | ** ** |
|                                       |       |                       |       |   |   |   |   |
| Investment  Securities Available-for-Sale: |       |                       |       |   |   |   |   |
| U.S. Agency  Securities                    |       | $                          | 33,465     |   | $ | 32,616 |   | $ | 12,656 |   |
| Municipal  Obligations                     |       | 14,015                     |       | 14,020 |   | 13,179 |   |
| Mortgage-backed  securities                |       | 74,504                     |       | 46,563 |   | 58,107 |   |
| FHLB Stock                                 |       | 5,413                      |       | 2,544 |   | 2,521 |   |
| Common Stock                               |       | 710                        |       | 662 |   | 1,475 |   |
| FRB Stock                                  |       | 1,341                      |       | 805 |   | 805 |   |
| Corporate Bonds                            |       | 1,763                      |       | 52 |   | 101 |   |
| Other  investments                         |       | 2,393                      |       | 2,483 |   | 452 |   |
| Total  Investments Available for-Sale      |       | $                          | 133,604    |   | $ | 99,746 |   | $ | 89,296 |   |

 

15

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Thefollowing table sets forth certain information regarding the carrying values,weighted average yields, and maturities of the Company’s investment securitiesportfolio as of December 31, 2004. Yields on tax-exempt obligations have not been computed on a taxequivalent basis.  The table includesscheduled principal payments and estimated prepayments.

 
| ** **                              | ** ** | **As of  December 31, 2004** | ** ** |
|-----------------------------------------|------------|------------------------------|------------|
| ** **                              | ** ** | **One Year  or Less**        | ** ** | **One to  Five Years** | ** ** | **Five to  Ten Years** | ** ** | **More  than Ten Years** | ** ** | **Total  Investment  Securities** | ** ** |
| ** **                              | ** ** | **Carrying  Value**          | ** ** | **Average  Yield** | ** ** | **Carrying  Value** | ** ** | **Average  Yield** | ** ** | **Carrying  Value** | ** ** | **Average  Yield** | ** ** | **Carrying  Value** | ** ** | **Average  Yield** | ** ** | **Carrying  Value** | ** ** | **Average  Yield** | ** ** |
| ** **                              | ** ** | **(Dollars  in thousands)**  | ** ** |
|                                    |       |                         |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Investment  Securities:                 |       |                         |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| U.S. government  and agency obligations |       | $                            | 19,019     |   | 3.02 | % | $ | 13,291 |   | 2.45 | % | $ | 1,155 |   | 3.09 | % | $ | — |   | — | % | $ | 33,465 |   | 2.80 | % |
| Municipal  obligations                  |       | 4,990                        |       | 4.60 |   | 7,655 |   | 3.68 |   | 1,370 |   | 3.38 |   | — |   | — |   | 14,015 |   | 3.98 |   |
| Mortgage-backed securities              |       | 37,502                       |       | 3.29 |   | 35,108 |   | 3.36 |   | 976 |   | 3.26 |   | 918 |   | 4.41 |   | 74,504 |   | 3.34 |   |
| Corporate bonds                         |       | 1,232                        |       | 6.73 |   | 531 |   | 7.13 |   | — |   | — |   | — |   | — |   | 1,763 |   | 6.85 |   |
| Total                                   |       | $                            | 62,743     |   | 3.36 | % | $ | 56,585 |   | 3.17 | % | $ | 3,501 |   | 3.28 | % | $ | 918 |   | 4.41 | % | $ | 123,747 |   | 3.28 | % |

 

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**II.****                                     LoanPortfolio**

 

***LoanPortfolio Composition****.*  The following table sets forth thecomposition of the loan portfolio by type of loan at the dates indicated.

 
| ** **                            | ** ** | **December  31,**           | ** ** | **September  30,**    | ** ** |
|---------------------------------------|------------|-----------------------------|------------|-----------------------|------------|
| ** **                            | ** ** | **2004**                    | ** ** | **2003**              | ** ** | **2002** | ** ** | **2001** | ** ** | **2001** | ** ** | **2000** | ** ** |
| ** **                            | ** ** | **Amount**                  | ** ** | **Percent  of Total** | ** ** | **Amount** | ** ** | **Percent  of Total** | ** ** | **Amount** | ** ** | **Percent  of Total** | ** ** | **Amount** | ** ** | **Percent  of Total** | ** ** | **Amount** | ** ** | **Percent  of Total** | ** ** | **Amount** | ** ** | **Percent  of Total** | ** ** |
| ** **                            | ** ** | **(Dollars  in thousands)** | ** ** |
| Real estate  loans:                   | ** ** | ** **                  | ** ** | ** **            | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| Residential one-to-four  family (1)   |       | $                           | 131,923    |                  | 47.4       | % | $ | 82,828 |   | 38.5 | % | $ | 106,341 |   | 46.4 | % | $ | 135,179 |   | 56.1 | % | $ | 118,087 |   | 81.7 | % | $ | 166,772 |   | 87.1 | % |
| Commercial                            |       | 77,208                      |       | 27.7                  |       | 65,729 |   | 30.6 |   | 62,207 |   | 27.2 |   | 48,818 |   | 20.3 |   | 10,084 |   | 7.0 |   | 9,331 |   | 4.9 |   |
| Construction                          |       | 11,234                      |       | 4.0                   |       | 9,171 |   | 4.3 |   | 8,969 |   | 3.9 |   | 10,799 |   | 4.5 |   | 3,248 |   | 2.2 |   | 858 |   | 0.4 |   |
| Commercial loans                      |       | 51,826                      |       | 18.6                  |       | 50,054 |   | 23.3 |   | 41,809 |   | 18.2 |   | 33,077 |   | 13.7 |   | 7,604 |   | 5.3 |   | 7,034 |   | 3.7 |   |
| Consumer loans                        |       | 9,015                       |       | 3.2                   |       | 9,567 |   | 4.4 |   | 12,810 |   | 5.6 |   | 15,979 |   | 6.6 |   | 6,926 |   | 4.8 |   | 9,050 |   | 4.7 |   |
| Gross loans                           |       | 281,206                     |       | 101.1                 |       | 217,349 |   | 101.1 |   | 232,136 |   | 101.3 |   | 145,949 |   | 101.2 |   | 145,949 |   | 101.0 |   | 193,045 |   | 100.8 |   |
|                                  |       |                        |       |                  |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Less:                                 |       |                        |       |                  |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Deferred fees  & loans in process |       | 52                          |       | 0.0                   |       | 3 |   | 0.0 |   | 459 |   | 0.1 |   | 52 |   | 0.0 |   | 52 |   | 0.0 |   | 154 |   | 0.1 |   |
| Allowance for  loan losses            |       | 2,894                       |       | 1.0                   |       | 2,316 |   | 1.1 |   | 2,565 |   | 1.1 |   | 1,424 |   | 1.0 |   | 1,424 |   | 1.0 |   | 1,377 |   | 0.7 |   |
| Total loans                           |       | $                           | 278,260    |                  | 100.0      | % | $ | 215,030 |   | 100.0 | % | $ | 229,112 |   | 100.0 | % | $ | 144,473 |   | 100.0 | % | $ | 144,473 |   | 100.0 | % | $ | 191,514 |   | 100.0 | % |

 

----

(1)                                  Includes loans held for sale.

 

17

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                                                Thefollowing table sets forth the contractual maturities of loans at December 31, 2004.

 

The table does notinclude unscheduled prepayments.

 
| ** **                              | ** ** | **Less than  1 year**      | ** ** | **2-5 years** | ** ** | **Over  5 years** | ** ** | **Total** | ** ** |
|-----------------------------------------|------------|----------------------------|------------|---------------|------------|-------------------|------------|-----------|------------|
| ** **                              | ** ** | **(Dollars in thousands)** | ** ** |
| Real estate loans:                      |       |                       |       |          |       |              |       |      |       |
| Residential one-to-four family          |       | $                          | 17,328     |          | $          | 57,114            |       | $         | 57,481     |   | $ | 131,923 |   |
| Commercial                              |       | 14,501                     |       | 32,666        |       | 30,041            |       | 77,208    |       |
| Construction                            |       | 10,600                     |       | 199           |       | 435               |       | 11,234    |       |
| Commercial                              |       | 31,820                     |       | 16,688        |       | 3,318             |       | 51,826    |       |
| Consumer                                |       | 3,919                      |       | 4,838         |       | 258               |       | 9,015     |       |
| Gross loans                             |       | $                          | 78,168     |          | $          | 111,505           |       | $         | 91,533     |   | $ | 281,206 |   |
| Deferred loan fees and loans in process |       |                       |       |          |       |              |       | 52        |       |
| Allowance for loan losses               |       |                       |       |          |       |              |       | 2,894     |       |
| Loans, net                              |       |                       |       |          |       |              |       | $         | 278,260    |   |

 

The following table setsforth, at December 31, 2004, the dollar amount of all loans due after December31, 2005 and whether such loans had fixed interest rates or adjustable interestrates:

 
| ** **                     | ** ** | **Fixed**                  | ** ** | **Adjustable** | ** ** | **Total** | ** ** |
|--------------------------------|------------|----------------------------|------------|----------------|------------|-----------|------------|
| ** **                     | ** ** | **(Dollars in thousands)** | ** ** |
| Real estate loans:             |       |                       |       |           |       |      |       |
| Residential one-to-four family |       | $                          | 32,533     |           | $          | 82,062    |       | $ | 114,595 |   |
| Commercial                     |       | 8,666                      |       | 54,041         |       | 62,707    |       |
| Construction                   |       | 50                         |       | 584            |       | 634       |       |
| Commercial                     |       | 8,949                      |       | 11,057         |       | 20,006    |       |
| Consumer                       |       | 4,637                      |       | 459            |       | 5,096     |       |
| Gross loans                    |       | $                          | 54,835     |           | $          | 148,203   |       | $ | 203,038 |   |

 

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***NonperformingAssets****.* The followingtable sets forth information with respect to nonperforming assets, includingnon-accrual loans and real estate acquired through foreclosure or by deed inlieu of foreclosure (“real estate owned”). Under the original terms of the Company’s non-accrual loans at December31, 2004, interest earned on such loans for the year period ended December 31,2004 would not have been significantly different than reported.

 
| ** **                                               | ** ** | **At December 31,**        | ** ** | **At September 30,** | ** ** |
|----------------------------------------------------------|------------|----------------------------|------------|----------------------|------------|
| ** **                                               | ** ** | **2004**                   | ** ** | **2003**             | ** ** | **2002** | ** ** | **2001** | ** ** | **2001** | ** ** | **2000** | ** ** |
| ** **                                               | ** ** | **(Dollars in thousands)** | ** ** |
| Total non-accrual loans                                  |       | $                          | 1,145      |                 | $          | 1,205 |   | $ | 925 |   | $ | 1,033 |   | $ | 641 |   | $ | 505 |   |
| Accruing loans over 90 days past due                     |       | —                     |       | —               |       | — |   | 148 |   | 145 |   | 634 |   |
| Real estate owned (“REO”)                      |       | 479                        |       | 281                  |       | 402 |   | 257 |   | 233 |   | 171 |   |
| Total nonperforming assets                               |       | $                          | 1,624      |                 | $          | 1,486 |   | $ | 1,327 |   | $ | 1,438 |   | $ | 1,019 |   | $ | 1,310 |   |
| Total nonperforming loans to total loans, net            |       | 0.4                        | %          | 0.6                  | %          | 0.4 | % | 0.4 | % | 0.5 | % | 0.6 | % |
| Total nonperforming assets to total assets               |       | 0.4                        | %          | 0.4                  | %          | 0.4 | % | 0.4 | % | 0.5 | % | 0.5 | % |
| Allowance for loan  losses to  non-performing loans |       | 252.8                      | %          | 192.2                | %          | 277.3 | % | 233.2 | % | 181.2 | % | 120.9 | % |
|                                                          |            |                            |            |                      |            |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

 

19

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**IV.****                                Summaryof Loan Loss Experience**

 

Thefollowing table sets forth information with respect to the Company’s allowancefor loan losses at the dates indicated:

 
| ** **                                                           | ** ** | **At December 31,**        | ** ** | **At September 30,** | ** ** |
|----------------------------------------------------------------------|------------|----------------------------|------------|----------------------|------------|
| ** **                                                           | ** ** | **2004**                   | ** ** | **2003**             | ** ** | **2002** | ** ** | **2001** | ** ** | **2001** | ** ** | **2000** | ** ** |
| ** **                                                           | ** ** | **(Dollars in thousands)** | ** ** |
|                                                                 |       |                       |       |                 |       |   |   |   |   |   |   |   |   |
| Total loans  outstanding                                             |       | $                          | 278,260    |                 | $          | 215,030 |   | $ | 229,112 |   | $ | 240,979 |   | $ | 144,473 |   | $ | 191,514 |   |
|                                                                 |       |                       |       |                 |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Average loans  outstanding                                           |       | $                          | 266,938    |                 | $          | 217,327 |   | $ | 233,311 |   | $ | 245,669 |   | $ | 164,165 |   | $ | 184,269 |   |
|                                                                 |       |                       |       |                 |       |   |   |   |   |   |   |   |   |
| Allowance  balances (at beginning of period)                         |       | 2,316                      |       | 2,565                |       | 2,640 |   | 1,424 |   | 1,377 |   | 1,318 |   |
| Provision  (credit):                                                 |       |                       |       |                 |       |   |   |   |   |   |   |   |   |
| Real estate                                                          |       | —                     |       | —               |       | — |   | — |   | — |   | — |   |
| Commercial and  consumer                                             |       | 460                        |       | 240                  |       | 182 |   | 33 |   | 120 |   | 267 |   |
|                                                                 |       | 460                        |       | 240                  |       | 182 |   | 33 |   | 120 |   | 267 |   |
| Allowance of  merged bank:                                           |       |                       |       |                 |       |   |   |   |   |   |   |   |   |
| Real estate.                                                         |       | 320                        |       | —               |       | — |   | 483 |   | — |   | — |   |
| Commercial and  consumer                                             |       | 32                         |       | —               |       | — |   | 755 |   | — |   | — |   |
|                                                                 |       | 352                        |       | —               |       | — |   | 1,238 |   | — |   | — |   |
| Charge-offs:                                                         |       |                       |       |                 |       |   |   |   |   |   |   |   |   |
| Real estate                                                          |       | (63                        | )          | (30                  | )          | (17 | ) | (15 | ) | (11 | ) | (21 | ) |
| Commercial and  consumer                                             |       | (232                       | )          | (524                 | )          | (302 | ) | (49 | ) | (149 | ) | (331 | ) |
|                                                                 |       | (295                       | )          | (554                 | )          | (319 | ) | (64 | ) | (160 | ) | (352 | ) |
| Recoveries:                                                          |       |                       |       |                 |       |   |   |   |   |   |   |   |   |
| Real estate                                                          |       | 16                         |       | —               |       | 30 |   | — |   | 9 |   | — |   |
| Commercial and  consumer                                             |       | 44                         |       | 65                   |       | 32 |   | 9 |   | 78 |   | 144 |   |
|                                                                 |       | 60                         |       | 65                   |       | 62 |   | 9 |   | 87 |   | 144 |   |
| Net charge-offs                                                      |       | (235                       | )          | (489                 | )          | (257 | ) | (55 | ) | (73 | ) | (208 | ) |
|                                                                 |       |                       |       |                 |       |   |   |   |   |   |   |   |   |
| Allowance  balance (at end of period)                                |       | $                          | 2,894      |                 | $          | 2,316 |   | $ | 2,565 |   | $ | 2,640 |   | $ | 1,424 |   | $ | 1,377 |   |
| Allowance for  loan losses as a percent of total loans outstanding.  |       | 1.04                       | %          | 1.08                 | %          | 1.12 | % | 1.10 | % | 0.99 | % | 0.72 | % |
| Net loans  charged off as a percent of average loans outstanding (1) |       | 0.09                       | %          | 0.23                 | %          | 0.11 | % | 0.09 | % | 0.04 | % | 0.11 | % |

 

----

(1)          Informationfor the three months ended December 31, 2001 is annualized.

 

20

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Thedistribution of the Company’s allowance for losses on loans at the datesindicated and the percent of loans in each category to total loans issummarized in the following table.  Thisallocation reflects management’s judgment as to risks inherent in the types ofloans indicated, but the general allowance included in the table are notrestricted and are available to absorb all loan losses.  The amount allocated in the following tableto any category should not be interpreted as an indication of expected actualcharge-offs in that category.

 
| ** **               | ** ** | **At December 31,**        | ** ** | **At September 30,** | ** ** |
|--------------------------|------------|----------------------------|------------|----------------------|------------|
| ** **               | ** ** | **2004**                   | ** ** | **2003**             | ** ** | **2002** | ** ** | **2001** | ** ** | **2001** | ** ** | **2000** | ** ** |
| ** **               | ** ** | **(Dollars in thousands)** | ** ** |
| ** **               | ** ** | **Amount**                 | ** ** | **%**                | ** ** | **Amount** | ** ** | **%** | ** ** | **Amount** | ** ** | **%** | ** ** | **Amount** | ** ** | **%** | ** ** | **Amount** | ** ** | **%** | ** ** | **Amount** | ** ** | **%** | ** ** |
| ** **               | ** ** | ** **                 | ** ** | ** **           | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| Real estate              |       | $                          | 1,158      |                 | 78.4       | % | $ | 910 |   | 72.6 | % | $ | 1,026 |   | 76.5 | % | $ | 1,188 |   | 79.9 | % | $ | 789 |   | 90.1 | % | $ | 771 |   | 91.7 | % |
| Commercial and  consumer |       | 1,736                      |       | 21.6                 |       | 1,406 |   | 27.4 |   | 1,539 |   | 23.5 |   | 1,452 |   | 20.1 |   | 635 |   | 9.9 |   | 606 |   | 8.3 |   |
| Total                    |       | $                          | 2,894      |                 | 100.0      | % | $ | 2,316 |   | 100.0 | % | $ | 2,565 |   | 100.0 | % | $ | 2,640 |   | 100.0 | % | $ | 1,424 |   | 100.0 | % | $ | 1,377 |   | 100.0 | % |

 

21

----

 

**V.****                                    Deposits**

 

As of December 31, 2004,the aggregate amount outstanding of jumbo certificates of deposit (amounts of$100,000 or more) was $31.1 million.  Thefollowing table presents the maturities of these time certificates of depositat December 31, 2004:

 

| **(Dollars in thousands)**      | ** ** | ** ** | ** ** |
|---------------------------------|------------|------------|------------|
|                            |       |       |       |
| 3 months or less                |       | $          | 16,796     |   |
| Over 3 months through 6 months  |       | 5,921      |       |
| Over 6 months through 12 months |       | 4,253      |       |
| Over 12 months                  |       | 4,152      |       |
| Total                           |       | $          | 31,122     |   |

 

**VI.****                                Returnon Equity and Assets**

 
| ** **                   | ** ** | **At or for the years ended  December 31,** | ** ** | **At or for the  three months  ended  December 31,** | ** ** | **At or for the  years ended  September 30,** | ** ** |
|------------------------------|------------|---------------------------------------------|------------|------------------------------------------------------|------------|-----------------------------------------------|------------|
| ** **                   | ** ** | **2004**                                    | ** ** | **2003**                                             | ** ** | **2002**                                      | ** ** | **2001** | ** ** | **2001** | ** ** | **2000** | ** ** |
|                         |       |                                        |       |                                                 |       |                                          |       |   |   |   |   |   |   |
| Return on average assets (1) |       | 0.98                                        | %          | 1.46                                                 | %          | 1.35                                          | %          | (0.72 | )% | 1.13 | % | .97 | % |
| Return on average equity (1) |       | 9.98                                        |       | 11.53                                                |       | 11.31                                         |       | (6.29 | ) | 10.17 |   | 10.23 |   |
| Equity to total assets       |       | 9.54                                        |       | 12.74                                                |       | 12.03                                         |       | 11.50 |   | 13.03 |   | 9.44 |   |
| Dividend payout ratio        |       | 33.33                                       |       | 27.63                                                |       | 27.57                                         |       | NM |   | 25.38 |   | 27.31 |   |

 

----

NM– not meaningful

(1) Information for thethree months ended December 31, 2001 is annualized.

 

22

----

 

**ITEM 2.****                                                     PROPERTIES**

 

The Company owns its mainoffice in Manhattan and eleven branch offices and leases 4 branch offices.  The Company also leases additional officespace in Manhattan and a parking lot for one of the branch offices owned.

 

**ITEM 3.****                                                     LEGALPROCEEDINGS**

 

There are no pendinglegal proceedings to which the Company or the Bank is a party, other thanordinary routine litigation incidental to the Bank’s business.  While the ultimate outcome of current legalproceedings cannot be predicted with certainty, it is the opinion of managementthat the resolution of these legal actions should not have a material effect onthe Company’s consolidated financial position or results of operations.

 

**ITEM 4.****                                                     SUBMISSIONOF MATTERS TO A VOTE OF SECURITY HOLDERS**

 

No matter was submittedto a vote of security holders during the quarter ended December 31, 2004.

 

**PART II.**

 

**ITEM 5.****                  MARKETFOR THE COMPANY’S COMMON STOCK, RELATED STOCKHOLDER MATTERS AND****ISSUER PURCHASES OF EQUITY SECURITIES**

 

The Company incorporatesby reference the information called for by Item 5 of this Form 10-K from thesection captioned “Stock Price Information” of the Company’s 2004 Annual Reportto Stockholders for the year ended December 31, 2004 (attached as Exhibit13.1).

 

The following tableprovides information about purchases by the Company and its affiliatedpurchasers during the quarter ended December 31, 2004, of equity securitiesthat are registered by the Company pursuant to Section 12 of the Exchange Act:

 

 
| **Period**           | ** ** | **Total  Number  Of Shares  Purchased** | ** ** | **Average  Price Paid  per Share** | ** ** | **Total Number of  Shares Purchased  as Part of a  Publicly  Announced Plan (1)** | ** ** | **Maximum Number  (or Approximate  Dollar Value) of  Shares that May  Yet Be Purchased  Under the Plans (1)** | ** ** |
|----------------------|------------|-----------------------------------------|------------|------------------------------------|------------|-----------------------------------------------------------------------------------|------------|---------------------------------------------------------------------------------------------------------------|------------|
|                 |       |                                    |       |                               |       |                                                                              |       |                                                                                                          |       |
| October 1-31,  2004  |       | —                                  |       | —                             |       | —                                                                            |       | 11,978                                                                                                        |       |
| November 1-30,  2004 |       | 10,000                                  |       | $                                  | 29.31      |                                                                              | 10,000     |                                                                                                          | 103,482    |   |
| December 1-30,  2004 |       | 26,428                                  |       | 29.84                              |       | 26,428                                                                            |       | 77,054                                                                                                        |       |
| Total                |       | 36,428                                  |       | $                                  | 29.69      |                                                                              | 36,428     |                                                                                                          | 77,054     |   |

 

23

----

 

----

(1)                                     InNovember 2003, our Board of Directors approved the repurchase by us up to anaggregate of 100,800 shares of our common stock pursuant to a publiclyannounced repurchase program (the “2003 Repurchase Program”).  In November 2004, our Board of Directorsapproved the repurchase by us up to an additional 5%, or 101,700 shares, of ourcommon stock following the completion of the 2003 Repurchase Program.  In December 2004, we exhausted the sharesavailable to repurchase under the 2003 Repurchase Program and beganrepurchasing shares pursuant to the newly adopted program.  Unless terminated earlier by resolution ofthe Board of Directors, the current repurchase program will expire when we haverepurchased all shares authorized for repurchase thereunder.

 

**ITEM 6.****                                                     SELECTEDFINANCIAL DATA**

 

The Company incorporatesby reference the information called for by Item 6 of this Form 10-K from thesections entitled “Selected Financial and Other Data” and “Management’sDiscussion and Analysis of Financial Condition and Results of Operations” ofthe Company’s 2004 Annual Report to Stockholders for the year ended December31, 2004 (attached as Exhibit 13.1).

 

**ITEM 7.****                  MANAGEMENT’SDISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF****OPERATIONS**

 

The Company incorporatesby reference the information called for by Item 7 of this Form 10-K from thesection entitled “Management’s Discussion and Analysis of Financial Conditionand Results of Operations” of the Company’s 2004 Annual Report to Stockholdersfor the year ended December 31, 2004 (attached as Exhibit 13.1).

 

**ITEM 7A.****                                            QUANTITATIVEAND QUALITATIVE DISCLOSURES ABOUT MARKET RISK**

 

The Company incorporatesby reference the information called for by Item 7A of this Form 10-K from thesection entitled “Quantitative Disclosures About Market Risk” of the Company’s2004 Annual Report to stockholders for the year ended December 31, 2004(attached as Exhibit 13.1).

 

**ITEM 8.****                                                     FINANCIALSTATEMENTS AND SUPPLEMENTAL DATA**

 

The Company incorporatesby reference the information called for by Item 8 of this Form 10-K from theFinancial Statements set forth in the Company’s 2004 Annual Report toStockholders for the year ended December 31, 2004 (attached as Exhibit 13.1).

 

**ITEM 9.****                  CHANGESIN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL****DISCLOSURE**

 

None.

 

24

----

 

**ITEM 9A.****                                            CONTROLSAND PROCEDURES**

 

An evaluation wasperformed under the supervision and with the participation of the Company’smanagement, including the Chief Executive Officer and Chief Financial Officer,of the effectiveness of the design and operation of the Company’s disclosurecontrols and procedures (as defined in Rule 13a-15(e) promulgated underthe Securities and Exchange Act of 1934, as amended) as of December 31,2004. Based on that evaluation, the Company’s management, including the ChiefExecutive Officer and Chief Financial Officer, concluded that the Company’sdisclosure controls and procedures were effective. There have been nosignificant changes in the Company’s internal controls or in other factors thatcould significantly affect internal controls.

 

**ITEM9B.****                                           ****OTHER INFORMATION**

 

None.

 

**PART III.**

 

**ITEM 10.****                                              DIRECTORSAND EXECUTIVE OFFICERS OF THE REGISTRANT**

 

**Directors**

 

The Company incorporates by reference the information called for byItem 10 of this Form 10-K regarding directors of the Company from the sectionsentitled “Election of Directors” and “Corporate Governance and the Board ofDirectors” of the Company’s Proxy Statement for the annual meeting ofstockholders to be held May 18, 2005 (the “2005 Proxy Statement”).

 

Section 16(a) of theExchange Act requires that the Company’s executive officers, directors andpersons who own more than 10% of their Company’s Common Stock file reports ofownership and changes in ownership with the Securities and Exchange Commission andwith the exchange on which the Company’s shares of Common Stock aretraded.  Such persons are also requiredto furnish the Company with copies of all Section 16(a) forms they file.  Based solely on the Company’s review of thecopies of such forms, the Company is not aware that any of its directors andexecutive officers or 10% stockholders failed to comply with the filingrequirements of Section 16(a) during 2004.

 

25

----

 

**Executive Officers**

 

The executive officers ofthe Company, each of whom is also currently an executive officer of the Bankand both of whom serve at the discretion of the Board of Directors, areidentified below:

 
| **Name**             | ** ** | **Age** | ** ** | **Positions  with the Company**                                   |
|----------------------|------------|---------|------------|-------------------------------------------------------------------|
|                 |       |    |       |                                                              |
| Patrick L. Alexander |       | 52      |       | President and Chief  Executive Officer                            |
|                 |       |    |       |                                                              |
| Mark A. Herpich      |       | 37      |       | Vice President,  Secretary, Chief Financial Officer and Treasurer |

 

The executive officers ofthe Bank are identified below:

 
| **Name**             | ** ** | **Age** | ** ** | **Positions  with the Bank**                          |
|----------------------|------------|---------|------------|-------------------------------------------------------|
|                 |       |    |       |                                                  |
| Patrick L. Alexander |       | 52      |       | President and Chief  Executive Officer                |
|                 |       |    |       |                                                  |
| Mark A. Herpich      |       | 37      |       | Executive Vice  President and Chief Financial Officer |
|                 |       |    |       |                                                  |
| Michael E. Scheopner |       | 43      |       | Executive Vice  President, Credit Risk Manager        |
|                 |       |    |       |                                                  |
| Mark J. Oliphant     |       | 52      |       | Market President –  Dodge City                   |
|                 |       |    |       |                                                  |
| Dean R. Thibault     |       | 53      |       | Market President -  Manhattan                         |

 

**ITEM 11.****                                              EXECUTIVECOMPENSATION**

 

The Company incorporatesby reference the information called for by Item 11 of this Form 10-K from thesections entitled “Corporate Governance and the Board of Directors” and “ExecutiveCompensation” of the 2005 Proxy Statement.

 

**ITEM 12.****                                              SECURITYOWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT**

 

The Company incorporatesby reference the information called for by Item 12 of this Form 10-K from thesection entitled “Security Ownership of Certain Beneficial Owners” of the 2005Proxy Statement.

 

26

----

 

**Equity Compensation PlanInformation**

 

The table below sets forth the followinginformation as of December 31, 2004 for (i) all compensation plans previouslyapproved by the Company’s shareholders and (ii) all compensation plans not previouslyapproved by the Company’s shareholders:

 

 
| (a)    | the number of  securities to be issued upon the exercise of outstanding options, warrants  and rights;                                                                                      |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                        |
| (b)    | the weighted-average  exercise price of such outstanding options, warrants and rights;                                                                                                      |
|   |                                                                                                                                                                                        |
| (c)    | other than securities  to be issued upon the exercise of such outstanding options, warrants and  rights, the number of securities remaining available for future issuance  under the plans. |

 

**EQUITYCOMPENSATION PLAN INFORMATION**

 
| **Plan category**                                           | ** ** | **Number of securities to be  issued upon exercise of  outstanding options (1)** | ** ** | **Weighted-average  exercise  price of outstanding  options** | ** ** | **Number of securities  remaining available for  future issuance (1)** | ** ** |
|-------------------------------------------------------------|------------|----------------------------------------------------------------------------------|------------|---------------------------------------------------------------|------------|------------------------------------------------------------------------|------------|
| Equity  compensation plans approved by security holders     |       | 95,433                                                                           |       | $                                                             | 27.41      |                                                                   | 264,604    |   |
|                                                        |       |                                                                             |       |                                                          |       |                                                                   |       |
| Equity  compensation plans not approved by security holders |       | - 0 -                                                                            |       | - 0 -                                                         |       | - 0 -                                                                  |       |
|                                                        |       |                                                                             |       |                                                          |       |                                                                   |       |
| **Total**                                                   |       | 95,433                                                                           |       | $                                                             | 27.41      |                                                                   | 264,604    |   |

 

----

(1) Does not includeoptions assumed by the Company in 2001 in connection with the merger ofLandmark Bancshares, Inc. and MNB Bancshares, Inc. with and into theCompany.  At the time of the merger,there were options issued under the previous companies’ plans, each of whichwas approved by stockholders of the respective company at the time of theiradoption.  All of the options grantedunder these plans fully vested at the time of the merger and no additionaloptions were available for grant after the merger.  As of December 31, 2004, there wereoptions outstanding for an aggregate of 35,854 shares of the Company’s commonstock under the prior plans with a weighted average exercise price of $15.06.

 

27

----

 

**ITEM 13.****                                              CERTAINRELATIONSHIPS AND RELATED TRANSACTIONS**

 

The Company incorporatesby reference the information called for by Item 13 of this Form 10-K from thesection entitled “Transactions with Directors, Officers and Associates” of the2005 Proxy Statement.

 

**ITEM 14.**                                              **PRINCIPAL ACCOUNTANT FEES AND SERVICES**

 

The Companyincorporates by reference the information called for by Item 14 of this Form10-K from the section entitled “Independent Public Accountants” of the 2005Proxy Statement.

 

**PART IV**

 

**ITEM 15.****                                              EXHIBITSAND FINANCIAL STATEMENT SCHEDULES**

 

ITEM 15(a)1 and 2.  Financial Statements and Schedules

 

LANDMARK BANCORP,INC. AND SUBSIDIARIESLIST OF FINANCIAL STATEMENTS

 

The following auditedConsolidated Financial Statements of the Company and its subsidiaries andrelated notes and auditors’ report are incorporated by reference from theCompany’s 2004 Annual Report to Stockholders (attached as Exhibit 13.1).

 
| Report of Independent  Registered Public Accounting Firm                                                                            |
|-------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                |
| Consolidated Balance  Sheets - December 31, 2004 and 2003                                                                           |
|                                                                                                                                |
| Consolidated Statements  of Earnings – Years ended December 31, 2004, 2003 and 2002                                            |
|                                                                                                                                |
| Consolidated Statements  of Stockholders’ Equity and Comprehensive Income – Years ended December 31,  2004, 2003 and 2002 |
|                                                                                                                                |
| Consolidated Statements  of Cash Flows – Years ended December 31, 2004, 2003 and 2002                                          |
|                                                                                                                                |
| Notes to Consolidated  Financial Statements                                                                                         |

 

All schedules are omittedbecause they are not required or are not applicable or the required informationis shown in the financial statements incorporated by reference or notesthereto.

 

28

----

 

Item 15(a)3.                                   Exhibits

 

The exhibits required byItem 601 of Regulation S-K are included with this Form 10-K and are listed onthe “Index to Exhibits” immediately following the signature page.

 

Upon written request tothe President of the Company, P.O. Box 308, Manhattan, Kansas 66505-0308,copies of the exhibits listed above are available to stockholders of theCompany by specifically identifying each exhibit desired in the request.  The Company’s filings with the Securities andExchange Commission are also available via the Internet at www.sec.gov,www.banklandmark.com or www.landmarkbancorpinc.com .

 

29

----

 

**SIGNATURES**

 

Pursuant to therequirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, theRegistrant has duly caused this report to be signed on its behalf by theundersigned, thereunto duly authorized.

 
| ** ** | **LANDMARK BANCORP, INC.** |                                   |
|------------|----------------------------|----------------------------------------|
|       | (Registrant)               |                                   |
|       |                       |                                   |
|       | By                         | : /s/ Patrick L.  Alexander            |   | By: /s/ Mark A. Herpich |   |
|       |                       | Patrick L. Alexander                   | Mark A. Herpich |
|       |                       | President and Chief  Executive Officer | Principal Financial and  Accounting Officer |
|            |                            |                                        |  |  |  |

 

Pursuant to therequirements of the Securities Exchange Act of 1934, this report has beensigned below by the following persons on behalf of the Registrant and in thecapacities and on the dates indicated.

 
| **SIGNATURE**             | ** ** | ** **     | ** ** | **TITLE**                  |
|---------------------------|------------|----------------|------------|----------------------------|
| ** **                | ** ** | ** **     | ** ** | President, Chief Executive |
| /s/ Patrick L.  Alexander |       | March 30, 2005 |       | Officer and Director       |
| Patrick L. Alexander      |       | Date           |       |                       |
|                      |       |           |       |                       |
| /s/ Larry L. Schugart     |       | March 30, 2005 |       | Chairman of the Board      |
| Larry L. Schugart         |       | Date           |       |                       |
|                      |       |           |       |                       |
| /s/ Richard A. Ball       |       | March 30, 2005 |       | Director                   |
| Richard A. Ball           |       | Date           |       |                       |
|                      |       |           |       |                       |
| /s/ Brent A. Bowman       |       | March 30, 2005 |       | Director                   |
| Brent A. Bowman           |       | Date           |       |                       |
|                      |       |           |       |                       |
| /s/ Joseph L. Downey      |       | March 30, 2005 |       | Director                   |
| Joseph L. Downey          |       | Date           |       |                       |
|                      |       |           |       |                       |
| /s/ Jim W. Lewis          |       | March 30, 2005 |       | Director                   |
| Jim W. Lewis              |       | Date           |       |                       |
|                      |       |           |       |                       |
| /s/ Jerry R. Pettle       |       | March 30, 2005 |       | Director                   |
| Jerry R. Pettle           |       | Date           |       |                       |
|                      |       |           |       |                       |
| /s/ Susan E. Roepke       |       | March 30, 2005 |       | Director                   |
| Susan E. Roepke           |       | Date           |       |                       |
|                      |       |           |       |                       |
| /s/ C. Duane Ross         |       | March 30, 2005 |       | Director                   |
| C. Duane Ross             |       | Date           |       |                       |
|                      |       |           |       |                       |
| /s/ David H. Snapp        |       | March 30, 2005 |       | Director                   |
| David H. Snapp            |       | Date           |       |                       |

 

30

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INDEXTO EXHIBITS

 
| **Exhibit  Number** | ** ** | **Description**                                                                            | ** ** | **Incorporated  by reference to**                                                                                                                                                 | ** ** | **Attached  hereto** |
|---------------------|------------|--------------------------------------------------------------------------------------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|----------------------|
| 3.1                 |       | Amended  and Restated Certificate of Incorporation                                         |       | the  registrant’s transition report on Form 10-K for the transition period ending  December 31, 2001, filed with the Commission on March 24, 2002

(SEC  file no. 000-33203) |       |                 |
|                |       |                                                                                       |       |                                                                                                                                                                              |       |                 |
| 3.2                 |       | Bylaws                                                                                     |       | the  registrant’s Form S-4, as amended, filed with the Commission on June 7, 2001

(SEC  file no. 333-62466)                                                                 |       |                 |
|                |       |                                                                                       |       |                                                                                                                                                                              |       |                 |
| 4.1                 |       | Form  of stock certificate                                                                 |       | the  registrant’s Form S-4, as amended, filed with the Commission on June 7, 2001

(SEC  file no. 333-62466)                                                                 |       |                 |
|                |       |                                                                                       |       |                                                                                                                                                                              |       |                 |
| 10.1                |       | Form  of employment agreement between Larry Schugart and the Company                       |       | the  registrant’s Form S-4, as amended, filed with the Commission on June 7, 2001

(SEC  file no. 333-62466)                                                                 |       |                 |
|                |       |                                                                                       |       |                                                                                                                                                                              |       |                 |
| 10.2                |       | Form  of employment agreement between Patrick L. Alexander and the Company                 |       | the  registrant’s Form S-4, as amended, filed with the Commission on June 7, 2001

(SEC  file no. 333-62466)                                                                 |       |                 |
|                |       |                                                                                       |       |                                                                                                                                                                              |       |                 |
| 10.3                |       | Form  of employment agreement between Mark A. Herpich and the Company                      |       | the  registrant’s Form S-4, as amended, filed with the Commission on June 7, 2001

(SEC  file no. 333-62466)                                                                 |       |                 |
|                |       |                                                                                       |       |                                                                                                                                                                              |       |                 |
| 10.4                |       | Form  of employment agreement between Michael E. Scheopner and the Company                 |       | the  registrant’s Form S-4, as amended, filed with the Commission on June 7, 2001

(SEC  file no. 333-62466)                                                                 |       |                 |
|                |       |                                                                                       |       |                                                                                                                                                                              |       |                 |
| 10.5                |       | Form  of employment agreement between Dean R. Thibault and the Company                     |       | the  registrant’s Form S-4, as amended, filed with the Commission on June 7, 2001

(SEC  file no. 333-62466)                                                                 |       |                 |
|                |       |                                                                                       |       |                                                                                                                                                                              |       |                 |
| 10.6                |       | Rights  Agreement between the Company and Landmark National Bank                           |       | the  registrant’s Form 8-K filed with the Commission on January 22, 2002 (SEC file  no. 000-33203)                                                                           |       |                 |
|                |       |                                                                                       |       |                                                                                                                                                                              |       |                 |
| 10.7                |       | Indenture  dated as of December 19, 2003 between the Company and Wilmington Trust  Company |       | the  registrant’s report on Form 10-K for the period ending December 31, 2003,  filed with the Commission on March 30, 2004

(SEC  file no. 000-33203)                       |       |                 |
|                |       |                                                                                       |       |                                                                                                                                                                              |       |                 |
| 10.8                |       | Form  of employment agreement between Mark J. Oliphant and the Company                     |       | The  registrant’s Form 8-K filed with the Commission on March 9, 2005 (SEC file  no. 000-33203)                                                                              |       |                 |
|                |       |                                                                                       |       |                                                                                                                                                                              |       |                 |
| 10.9                |       | Form  of 2001 Landmark Bancorp, Inc. Stock Incentive Plan Option Grant Agreement           |       |                                                                                                                                                                              |       | ý               |
|                |       |                                                                                       |       |                                                                                                                                                                              |       |                 |
| 10.10               |       | Landmark  Bancorp, Inc. Bonus/Profit Sharing Plan                                          |       |                                                                                                                                                                              |       | ý               |

 

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| 10.11  |   | Form  of Landmark Bancorp, Inc. Deferred Compensation  Agreements                                                                                    |   |   |   | ý |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|--------|--------|
|   |   |                                                                                                                                                      |   |   |   |   |
| 10.12  |   | Summary  of director’s fees                                                                                                                          |   |   |   | ý |
|   |   |                                                                                                                                                      |   |   |   |   |
| 13.1   |   | 2004  Annual Report to Stockholders                                                                                                                       |   |   |   | ý |
|   |   |                                                                                                                                                      |   |   |   |   |
| 21.1   |   | Subsidiaries  of the Company                                                                                                                              |   |   |   | ý |
|   |   |                                                                                                                                                      |   |   |   |   |
| 23.1   |   | Consent  of KPMG LLP                                                                                                                                      |   |   |   | ý |
|   |   |                                                                                                                                                      |   |   |   |   |
| 31.1   |   | Certification  of Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a)                                                                            |   |   |   | ý |
|   |   |                                                                                                                                                      |   |   |   |   |
| 31.2   |   | Certification  of Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a)                                                                            |   |   |   | ý |
|   |   |                                                                                                                                                      |   |   |   |   |
| 32.1   |   | Certification  of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted  Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002       |   |   |   | ý |
|   |   |                                                                                                                                                      |   |   |   |   |
| 32.2   |   | Certification  of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted  Pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002 |   |   |   | ý |

 

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