8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report	November 3, 2005
(Date of earliest event reported)	November 3, 2005

Landmark Bancorp, Inc.

(Exact name of Registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

0-20878	43-1930755
(Commission File Number)	(I.R.S. Employer Identification Number)

800 Poyntz Avenue, Manhattan, Kansas	66502
(Address of principal executive offices)	(Zip Code)

(785)  565-2000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02.   Results of Operations and Financial Condition

On November 3, 2005, Landmark Bancorp, Inc. (the “Company”) issued a press release announcing its earnings for the quarter and nine months ended September 30, 2005.  The press release is attached hereto as Exhibit 99.1.

Item 8.01.  Other Events

On November 3, 2005, the Company also announced in the press release that its Board of Directors approved a cash dividend of $0.17 per share to be paid to all stockholders of record as of November 16, 2005 and payable on November 28, 2005.  A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01.  Financial Statements and Exhibits

(c)           Exhibits.

99.1 Press Release dated November 3, 2005

2

SIGNATURES

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

	LANDMARK BANCORP, INC.
Dated: November 3, 2005	By:	/s/ Mark A. Herpich
		Mark A. Herpich
		Vice President, Secretary, Treasurer
		and Chief Financial Officer

3

EX-99.1

Exhibit 99.1

PRESS RELEASE

Contacts:

Patrick L. Alexander

President and Chief Executive Officer

Mark A. Herpich

Chief Financial Officer

(785) 565-2000

FOR IMMEDIATE RELEASE
November 3, 2005

Landmark Bancorp, Inc. Announces Results for the Quarter and Nine Months Ended September 30, 2005 and Approves a Cash Dividend

(Manhattan, KS, November 3, 2005) Landmark Bancorp, Inc. (Nasdaq: LARK), a one bank holding company based in Manhattan, Kansas, reported diluted earnings per share for the quarter ended September 30, 2005 of $0.58 versus $0.52 for the quarter ended September 30, 2004, according to Patrick L. Alexander, President and Chief Executive Officer. Net earnings for the quarter ended September 30, 2005 were $1.2 million, an increase of $97,000 compared to the quarter ended September 30, 2004. Diluted earnings per share for the nine months ended September 30, 2005 were $1.40 versus $1.44 for the nine months ended September 30, 2004. Net earnings for the nine months ended September 30, 2005 were $3.0 million, a decrease of $173,000 compared to the nine months ended September 30, 2004. Additionally, the Board of Directors declared a cash dividend of 17 cents per share to shareholders of record as of November 16, 2005, payable November 28, 2005.

Patrick Alexander, President and CEO, commented, “The acquisition of First Kansas Financial Corporation on April 1, 2004 has resulted in increased non-interest expense for the first nine months of 2005. While we have also experienced an increase in net interest income and non-interest income as a result of the acquisition, our revenue has not yet increased to a level which we feel reflects the potential that these markets will ultimately contribute to our organization. Our efforts are focused on transitioning the acquired assets and business operations in these new markets from a thrift composition to a more commercial bank mix in order to further enhance both our net interest income and fee income. In accordance with these efforts, we reduced high cost funding associated with Federal Home Loan Bank borrowings acquired in the First Kansas transaction during the third quarter. We were able to fund the prepayment of these borrowings with cash assumed when we acquired $33 million in deposits in connection with the purchase of two branches in Great Bend in August. We anticipate this change in our liability

composition will provide for improved net interest income in future periods. We will continue to examine opportunities to further reduce our remaining Federal Home Loan Bank funding costs and intend to do so when it is appropriate.”

Alexander further commented, “We are encouraged bythe increase in net interest margin to 3.20% in the third quarter of 2005 compared to 3.12% for the first nine months of 2005. The combination of higher interest rates and our assets repricing at a faster rate than our liabilities is starting to benefit our net earnings position. The repayment of the Federal Home Loan Bank borrowings in the latter part of August should further enhance our net interest margin. This increase in margin should start to overcome the decrease in mortgage loan originations due to increasing interest rates and the resultant decrease in gains on sale of loans. Increasing interest rates should also slow the prepayment speed of our mortgage loan portfolio which should contribute to future loan growth as we continue to focus on increasing our commercial lending activity.” Additionally Alexander commented, “We are excited about our planned acquisition of First Manhattan Bancorporation, Inc. The transaction is expected to close either late in the fourth quarter of 2005 or early in the first quarter of 2006. This transaction will significantly enhance our market share in the Manhattan / Junction City market, provide an entry into the dynamic high growth Lawrence, Kansas market and at the same time we believe it should also provide the opportunity for pre-tax cost savings of approximately $1.2 million. We view all of these developments as very positive for the growth in assets and earnings of the Company.”

Net interest income for the third quarter of 2005 decreased $45,000 to $3.4 million compared to the third quarter of 2004, a decrease of 1.3%. This decrease was due primarily to a lower level of average interest earning assets which declined from $439.7 million for the quarter ended September 30, 2004 to $422.2 million for the quarter ended September 30, 2005, which was offset by an improvement in the net interest margin to 3.20% for the quarter ended September 30, 2005 from 3.09% for the quarter ended September 30, 2004. Total non-interest income increased to $1.6 million for the quarter ended September 30, 2005 from $1.4 million for the quarter ended September 30, 2004, an increase of $206,000. This increase was the result of a $407,000 gain associated with the repayment of $10 million in FHLB borrowings. This gain was partially offset by slightly reduced fees and service charges and other non-interest income. Total non-interest expense for the quarter ended September 30, 2005 increased $93,000, or 3.1%, compared to the quarter ended September 30, 2004, resulting primarily from increased advertising and data processing expenses.

Net interest income for the nine months ended September 30, 2005 increased $91,000 to $9.7 million compared to the nine months ended September 30, 2004, an increase of 1.0%, This increase was due primarily to the higher level of interest earning assets obtained in the acquisition of First Kansas, in spite of a reduction in the net interest margin to 3.12% for the first nine months of 2005 from 3.20% for the first nine months of

2004.  Refinancings and paydowns in the residential mortgage portfolio exceeded commercial loan growth over the past year, resulting in excess liquidity being invested into lower yielding investment securities.  Total non-interest income increased approximately $302,000, or 8.4%, for the nine months ended September 30, 2005, as compared to the nine months ended September 30, 2004.   The increase was due to the $407,000 gain associated with the repayment of FHLB borrowings and increased fees and service charges of $159,000, offset by a decrease of $98,000 in gains on sale of loans and an $89,000 decline in gains on sale of investments.   Total non-interest expense for the first nine months of 2005 increased approximately $744,000 compared to the first nine months of 2004, resulting primarily from increases associated with the acquisition of First Kansas in compensation and benefits, occupancy and equipment, advertising and data processing.

Landmark Bancorp’s total assets increased to $451.2 million at September 30, 2005, compared to $442.1 million at December 31, 2004.   Net loans receivable were $271.0 million at September 30, 2005, compared to $278.3 million at December 31, 2004. At September 30, 2005, the allowance for loan losses was $3.1 million, or 1.1% of gross loans outstanding, compared to $2.9 million, or 1.0% of gross loans outstanding at December 31, 2004.   As of September 30, 2005, $1.5 million in loans were on non- accrual status, or 0.5% of total loans, compared to a balance of $1.1 million in loans on non-accrual status, or 0.4% of total loans, as of December 31, 2004.  Residential home loans comprised 96.0% of the $1.5 million non-accrual balance at September 30, 2005. In the event of foreclosure, the Company has historically incurred minimal losses on these residential home loans based upon collateral values.

Landmark Bancorp consummated the acquisition of First Kansas Financial Corporation on April 1, 2004 and accordingly, the operating results presented for the nine months ended September 30, 2005 include the accounts and results of First Kansas Financial Corporation while the corresponding nine months ended September 30, 2004 include First Kansas Financial Corporation beginning April 1, 2004. Landmark Bancorp, Inc. is the holding company for Landmark National Bank. Landmark National Bank has branches in Manhattan (2), Auburn, Dodge City (2), Fort Scott, Garden City, Great Bend (2), Hoisington, LaCrosse, Louisburg, Osage City, Osawatomie, Paola, Topeka and Wamego, Kansas.

Special Note Concerning Forward-Looking Statements

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

A number of factors, many of which are beyond the ability of the Company to control or predict, could cause actual results to differ materially from those in its forward-looking statements. These factors include, among others, the following: (i) the strength of the local and national economy; (ii) changes in state and federal laws, regulations and governmental policies concerning the Company’s general business; (iii) changes in technology and the ability to develop and maintain secure and reliable electronic systems; (iv) changes in interest rates and prepayment rates of the Company’s assets; (v) increased competition in the financial services sector and the inability to attract new customers; (vi) the economic impact of armed conflict or terrorist acts involving the United States; (vii) the loss of key executives or employees; (viii) changes in consumer spending; (ix) unexpected results of acquisitions including last year’s acquisition of First Kansas; (x) unexpected outcomes of existing or new litigation involving the Company; and (xi) changes in accounting policies and practices. These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. Additional information concerning the Company and its business, including additional factors that could materially affect the Company’s financial results, is included in the Company’s filings with the Securities and Exchange Commission.

CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited):

	At September 30,		At December 31,
	2005		2004
ASSETS
Cash and cash equivalents	$	7,834,688	$	7,845,438
Investment securities available for sale	145,975,496		133,604,335
Loans receivable, net (1)	270,978,837		278,259,966
Premises and equipment, net	7,685,215		5,864,258
Goodwill	7,651,892		7,651,892
Other intangible assets, net	2,550,195		1,339,832
Other assets	8,560,117		7,525,173
TOTAL ASSETS	$	451,236,440	$	442,090,894
LIABILITIES
Deposits	$	329,012,713	$	302,867,721
Other borrowings	73,850,135		94,571,321
Other liabilities	4,471,246		2,482,875
Total liabilities	407,334,094		399,921,917
Stockholders’ equity	43,902,346		42,168,977
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	451,236,440	$	442,090,894

(1)Loans receivable are presented after adjustments for undisbursed loan funds, unearned fees and discounts and the allowance for loan losses.  The allowance for loan losses was $3,118,122 and $2,893,603 at September 30, 2005 and December 31, 2004, respectively.

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (unaudited):

	Nine months ended September 30,				Three months ended September 30,
	2005		2004		2005		2004
Interest income:
Loans	$	12,822,321	$	11,539,772	$	4,431,829	$	4,181,628
Investment securities	3,404,758		3,145,546		1,246,246		1,129,283
Other	92,203		33,194		38,958		14,093
Total interest income	16,319,282		14,718,512		5,717,033		5,325,004
Interest expense:
Deposits	3,966,316		2,974,800		1,450,819		1,006,231
Borrowed funds	2,653,547		2,135,293		897,937		905,624
Total interest expense	6,619,863		5,110,093		2,348,756		1,911,855
Net interest income	9,699,419		9,608,419		3,368,277		3,413,149
Provision for loan losses	325,000		310,000		100,000		130,000
Net interest income after provision for loan losses	9,374,419		9,298,419		3,268,277		3,283,149
Non-interest income:
Fees and service charges	2,617,168		2,457,706		906,294		993,549
Gains on sale of loans	534,153		632,545		162,759		174,515
Gains on sale of investments	40,540		129,790		—		—
Gains on repayments of FHLB borrowings	406,572		—		406,572		—
Other	323,379		399,663		108,752		210,647
Total non-interest income	3,921,812		3,619,704		1,584,377		1,378,711
Non-interest expense:
Compensation and benefits	4,529,987		4,310,278		1,567,125		1,577,400
Occupancy and equipment	1,478,954		1,360,221		504,612		505,423
Amortization of intantibles	299,631		284,782		116,669		101,416
Professional fees	248,859		230,439		63,803		69,523
Data processing	400,723		309,583		130,490		100,218
Advertising	292,527		135,486		110,680		44,248
Other	1,733,511		1,609,466		581,642		584,245
Total non-interest expense	8,984,192		8,240,255		3,075,021		2,982,473
Earnings before income taxes	4,312,039		4,677,868		1,777,633		1,679,387
Income tax expense	1,325,743		1,518,389		544,377		543,456
Net earnings	$	2,986,296	$	3,159,479	$	1,233,256	$	1,135,931
Net earnings per share (2)
Basic	$	1.41	$	1.45	$	0.58	$	0.52
Diluted	1.40		1.44		0.58		0.52
Book value per share (2)	$	20.68	$	19.94	$	20.68	$	19.94
Shares outstanding at end of period	2,122,679		2,147,111		2,122,679		2,147,111
Weighted average diluted common and common equivalent shares outstanding	2,125,491		2,200,459		2,130,118		2,184,528

(2)Net earnings per share and book value per share at or for the periods ended September 30, 2004 have been adjusted to give effect to the 5% stock dividend paid during December 2004.

	Nine months ended September 30,				Three months ended September 30,
	2005		2004		2005		2004
OTHER DATA (unaudited):
Return on average assets (3)	0.89	%	0.99	%	1.09	%	0.96	%
Return on average equity (3)	9.33	%	9.91	%	11.33	%	10.68	%
Equity to total assets	9.73	%	9.36	%	9.73	%	9.36	%
Net yield on interest earning assets (3)	3.12	%	3.20	%	3.20	%	3.09	%

(3)Information for the nine and three months ended is annualized.