UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2023

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________

Commission File Number 0-33203

LANDMARK BANCORP, INC.

(Exact name of registrant as specified in its charter)

Delaware	43-1930755
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

701 Poyntz Avenue, Manhattan, Kansas 66502

(Address of principal executive offices) (Zip code)

(785) 565-2000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:	Trading Symbol(s)	Name of exchange on which registered:
Common Stock, par value $0.01 per share	LARK	Nasdaq Global Market

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐	Non-accelerated filer ☒	Smaller reporting company ☒
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date: as of May 11, 2023, the issuer had outstanding 5,215,575 shares of its common stock, $0.01 par value per share.

LANDMARK BANCORP, INC.

Form 10-Q Quarterly Report

Table of Contents

		Page Number
	PART I
Item 1.	Financial Statements	2 - 30
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	31 - 37
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	38 - 39
Item 4.	Controls and Procedures	40
	PART II
Item 1.	Legal Proceedings	40
Item 1A.	Risk Factors	40
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	40
Item 3.	Defaults Upon Senior Securities	40
Item 4.	Mine Safety Disclosures	40
Item 5.	Other Information	40
Item 6.	Exhibits	41
	Signature Page	42

1

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

LANDMARK BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except per share amounts)	March 31,			December 31,
	2023			2022
	(Unaudited)
Assets
Cash and cash equivalents	$	23,764		$	23,156
Interest-bearing deposits at other banks		8,586			9,084
Investment securities available-for-sale, at fair value		490,170			489,306
Investment securities, held-to-maturity, net of allowance for credit losses of $91 and $0, fair value of $3,149 and 3,452		3,467			3,524
Bank stocks, at cost		6,876			5,470
Loans, net of allowance for credit losses of $10,267 and $8,791		859,541			841,149
Loans held for sale, at fair value		1,839			2,488
Bank owned life insurance		37,541			37,323
Premises and equipment, net		24,241			24,327
Goodwill		32,199			32,199
Other intangible assets, net		3,809			4,006
Mortgage servicing rights		3,652			3,813
Real estate owned, net		934			934
Accrued interest and other assets		24,198			26,088
Total assets	$	1,520,817		$	1,502,867
Liabilities and Stockholders’ Equity
Liabilities:
Deposits:
Non-interest-bearing demand	$	421,971		$	410,142
Money market and checking		588,366			626,659
Savings		169,504			170,570
Certificates of deposit		114,189			93,278
Total deposits		1,294,030			1,300,649
Federal Home Loan Bank borrowings		37,804			8,200
Subordinated debentures		21,651			21,651
Other borrowings		28,750			38,402
Accrued interest and other liabilities		20,864			22,532
Total liabilities		1,403,099			1,391,434
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.01 par value per share, 200,000 shares authorized; none issued		-			-
Common stock, $0.01 par value per share, 7,500,000 shares authorized; 5,215,925 and 5,213,232 shares issued at March 31, 2023 and December 31, 2022, respectively		52			52
Additional paid-in capital		84,413			84,273
Retained earnings		53,231			52,174
Accumulated other comprehensive loss		(19,978	)		(25,066	)
Total stockholders’ equity		117,718			111,433
Total liabilities and stockholders’ equity	$	1,520,817		$	1,502,867

See accompanying notes to consolidated financial statements.

2

LANDMARK BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EARNINGS

(Unaudited)

	Three months ended
(Dollars in thousands, except per share amounts)	March 31,
	2023		2022
Interest income:
Loans	$	11,376	$	7,191
Investment securities:
Taxable		2,317		991
Tax-exempt		786		722
Interest-bearing deposits at banks		98		62
Total interest income		14,577		8,966
Interest expense:
Deposits		2,539		195
Subordinated debentures		364		123
Borrowings		727		3
Total interest expense		3,630		321
Net interest income		10,947		8,645
Provision for credit losses		49		(500	)
Net interest income after provision for loan losses		10,898		9,145
Non-interest income:
Fees and service charges		2,358		2,188
Gains on sales of loans, net		693		905
Increase in cash surrender value of bank owned life insurance		218		187
Other		226		283
Total non-interest income		3,495		3,563
Non-interest expense:
Compensation and benefits		5,542		4,775
Occupancy and equipment		1,369		1,233
Data processing		589		340
Amortization of mortgage servicing rights and other intangibles		461		316
Professional fees		491		451
Other		1,891		1,723
Total non-interest expense		10,343		8,838
Earnings before income taxes		4,050		3,870
Income tax expense		693		737
Net earnings	$	3,357	$	3,133
Earnings per share:
Basic (1)	$	0.64	$	0.60
Diluted (1)	$	0.64	$	0.59
Dividends per share (1)	$	0.21	$	0.20

(1) Per share amounts for the periods ended March 31, 2022 have been adjusted to give effect to the 5% stock dividend paid during December 2022.

See accompanying notes to consolidated financial statements.

3

LANDMARK BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)

	Three months ended
(Dollars in thousands)	March 31,
	2023			2022
Net earnings	$	3,357		$	3,133
Net unrealized holding gains (losses) on available-for-sale securities		6,739			(18,939	)
Income tax effect on net unrealized holding (gains) losses		(1,651	)		4,639
Other comprehensive loss		5,088			(14,300	)
Total comprehensive income (loss)	$	8,445		$	(11,167	)

See accompanying notes to consolidated financial statements.

4

LANDMARK BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)

(Dollars in thousands, except per share amounts)	Common stock		Additional paid-in capital		Retained earnings			Treasury stock		Accumulated other comprehensive income (loss)			Total
Balance at January 1, 2022	$	50	$	79,120	$	52,593		$	-	$	3,880		$	135,643
Net earnings		-		-		3,133			-		-			3,133
Other comprehensive loss		-		-		-			-		(14,300	)		(14,300	)
Dividends paid ($0.20 per share)		-		-		(1,049	)		-		-			(1,049	)
Stock-based compensation		-		86		-			-		-			86
Balance at March 31, 2022	$	50	$	79,206	$	54,677		$	-	$	(10,420	)	$	123,513
Balance at January 1, 2023	$	52	$	84,273	$	52,174		$	-	$	(25,066	)	$	111,433
Net earnings		-		-		3,357					-			3,357
Other comprehensive income		-		-		-			-		5,088			5,088
Dividends paid ($0.21 per share)		-		-		(1,096	)		-		-			(1,096	)
Cumulative effect of change in accounting principal from implementation of ASU 2016-13		-		-		(1,204	)		-		-			(1,204	)
Forfeiture of restricted common stock, 350 shares		-		-		-			-		-			-
Stock-based compensation		-		88		-			-		-			88
Exercise of stock options, 2,693 shares		-		52		-			-		-			52
Balance at March 31, 2023	$	52	$	84,413	$	53,231		$	-	$	(19,978	)	$	117,718

See accompanying notes to consolidated financial statements.

5

LANDMARK BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Three months ended
(Dollars in thousands)	March 31
	2023			2022
Cash flows from operating activities:
Net earnings	$	3,357		$	3,133
Adjustments to reconcile net earnings to net cash provided by operating activities:
Provision for credit losses		49			(500	)
Amortization of investment security premiums, net		102			542
Accretion of purchase accounting adjustment on loans		(176	)		(13	)
Amortization of mortgage servicing rights and other intangibles		461			316
Depreciation		307			280
Increase in cash surrender value of bank owned life insurance		(218	)		(187	)
Stock-based compensation		88			86
Deferred income taxes		532			189
Net gains on sales of premises and equipment and foreclosed assets		-			(114	)
Net gains on sales of loans		(693	)		(905	)
Proceeds from sales of loans		19,292			39,946
Origination of loans held for sale		(18,053	)		(39,904	)
Changes in assets and liabilities:
Accrued interest and other assets		98			813
Accrued expenses, taxes, and other liabilities		(1,697	)		(1,091	)
Net cash provided by operating activities		3,449			2,591
Cash flows from investing activities:
Net (increase) decrease in loans		(19,767	)		28,597
Net change in interest-bearing deposits at banks		493			997
Maturities and prepayments of investment securities		12,367			12,838
Purchases of investment securities		(6,589	)		(118,585	)
Redemption of bank stocks		2,011			92
Purchase of bank stocks		(3,417	)		(43	)
Proceeds from sales of premises and equipment and foreclosed assets		-			1,379
Purchases of premises and equipment, net		(221	)		(396	)
Net cash used in investing activities		(15,123	)		(75,121	)
Cash flows from financing activities:
Net (decrease) increase in deposits		(6,626	)		(8,916	)
Federal Home Loan Bank advance borrowings		209,670			-
Federal Home Loan Bank advance repayments		(180,066	)		-
Repayments on other borrowings		(333	)		-
Change in repurchase agreements		(9,319	)		(399	)
Proceeds from exercise of stock options		52			-
Payment of dividends		(1,096	)		(1,049	)
Net cash provided by (used in) financing activities		12,282			(10,364	)
Net increase (decrease) in cash and cash equivalents		608			(82,894	)
Cash and cash equivalents at beginning of period		23,156			189,213
Cash and cash equivalents at end of period	$	23,764		$	106,319

(Continued)

6

LANDMARK BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED

(Unaudited)

	Three months ended
(Dollars in thousands)	March 31,
	2023		2022
Supplemental disclosure of cash flow information:
Cash paid for interest		6		324
Cash paid for operating leases		42		34

See accompanying notes to consolidated financial statements.

7

LANDMARK BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Interim Financial Statements

The unaudited consolidated financial statements of Landmark Bancorp, Inc. (the “Company”) and its wholly owned subsidiaries, Landmark National Bank (the “Bank”) and Landmark Risk Management Inc., have been prepared in accordance with the instructions to Form 10-Q. Accordingly, they do not include all the information and footnotes required by U.S. generally accepted accounting principles (“GAAP”) for complete financial statements and should be read in conjunction with the Company’s most recent Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 30, 2023, containing the latest audited consolidated financial statements and notes thereto. The consolidated financial statements in this report have not been audited by an independent registered public accounting firm, but in the opinion of management, all adjustments, consisting of normal recurring accruals, considered necessary for a fair presentation of financial statements have been reflected herein. The results of the three-month interim period ended March 31, 2023 are not necessarily indicative of the results expected for the year ending December 31, 2023 or any other future time period. The Company has evaluated subsequent events for recognition and disclosure up to the date the financial statements were issued.

2. Recent Developments

The increase in interest rates has impacted financial institutions resulting in higher costs of funding and lower fair values for investment securities. Three large regional banks have been closed by the Federal Deposit Insurance Corporation (FDIC) mainly due to liquidity concerns, resulting from interest rate risk issues and large concentrations of uninsured corporate deposits. The liquidity issues were unique to the way these banks operated and don’t believe are reflective of our Company. The Company maintains strong capital and liquidity, and a stable, conservative deposit portfolio with a majority of deposits being retail-based and FDIC insured. The Company spends significant time each month monitoring interest rate and concentration risks through asset/liability management and lending strategies that involve a relationship-based banking model that the Company believes offers stability and consistency.

3. Summary of Significant Accounting Policies

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326), commonly referred to as “CECL.” The provisions of the update eliminate the probable initial recognition threshold under previous GAAP which requires reserves to be based on an incurred loss methodology. Under CECL, reserves required for financial assets measured at amortized cost will reflect an organization’s estimate of all expected credit losses over the expected term of the financial asset and thereby require the use of reasonable and supportable forecasts to estimate future credit losses. Because CECL encompasses all financial assets carried at amortized cost, the requirement that reserves be established based on an organization’s reasonable and supportable estimate of expected credit losses extends to held to maturity debt securities. Under the provisions of the update, credit losses recognized on available for sale debt securities will be presented as an allowance as opposed to a write-down. In addition, CECL will modify the accounting for purchased loans. Under prior GAAP, a purchased loan’s contractual balance was adjusted to fair value through a credit discount, and no reserve was recorded on the purchased loan upon acquisition. Under CECL loans determined to be purchased credit deteriorated will have an allowance for credit losses established through purchase accounting. Finally, increased disclosure requirements under CECL oblige organizations to present credit quality disclosures disaggregated by the year of origination or vintage. FASB expects that the evaluation of underwriting standards and credit quality trends by financial statement users will be enhanced with the additional vintage disclosures. In October 2019, the FASB approved a change in the effective dates for CECL which delayed the effective date to fiscal years beginning after December 15, 2022 for smaller reporting companies.

8

On January 1, 2023, the Company adopted CECL. The measurement of expected credit losses under the CECL methodology is applicable to financial assets measured at amortized cost, including loan receivables and held-to-maturity investment securities. It also applies to off-balance credit exposures not accounted for as insurance (loan commitments and standby letters of credit). In addition, ASC 326 made changes to the accounting for available-for-sale investment securities management does not intend to sell or believes that it is more likely than not they will be required to sell.

The Company adopted ASC 326 using the modified retrospective method for all financial assets measured at amortized cost and off-balance sheet credit exposures. Results for the reporting periods beginning after January 1, 2023 are presented under ASC 326 while prior period amounts continue to be reported in accordance with previously applicable GAAP requirements. The adoption of CECL resulted in an increase in the allowance for credit losses on loans of $1.5 million, an initial allowance for credit losses on held-to-maturity investment securities of $72,000, an increase in deferred tax assets of $391,000 and a decrease in retained earnings of $1.2 million. The increases in allowance for credit losses is primarily due to moving to a weighted average remaining maturity allowance methodology and the transition of purchase accounting discounts on loans from an adjustment to amortized cost in the allowance calculation.

The following table illustrates the impact of ASC 326:

	January 1, 2023
(Dollars in thousands)	As reported under ASC 326		Pre-ASC 326 adoption		Impact of ASC 326 adoption
Allowance for credit losses:
Held-to-maturity investment securities	$	72	$	-	$	72
One-to-four family residential real estate loans	$	1,677	$	655	$	1,022
Construction and land loans		166		117		49
Commercial real estate loans		4,221		3,158		1,063
Commercial loans		2,898		2,753		145
Paycheck protection program loans		-		-		-
Agriculture loans		1,142		1,966		(824	)
Municipal loans		16		5		11
Consumer loans		194		137		57
Total allowance for credit losses for loans	$	10,314	$	8,791	$	1,523
Unfunded loan commitments	$	170	$	170	$	-

Investment Securities. Investment securities are classified as held-to-maturity when management has the positive intent and ability to hold them to maturity. Securities are classified as available-for-sale when they might be sold before maturity. Held-to-maturity securities are carried at amortized cost while available-for-sale securities are carried at fair value, with unrealized holding gains and losses reported in other comprehensive income, net of tax.

Interest income includes amortization of purchase premium or discount. Premiums and discounts on securities are amortized on the level-yield method without anticipating prepayments, except for mortgage backed securities where prepayments are anticipated. Realized gains and losses on sales of available-for-sale securities are recorded on a trade date basis and are calculated using the specific identification method.

Allowance for Credit Losses – Held-to-Maturity Investment Securities. Management measures expected credit losses on held-to-maturity investment securities on a collective basis by major security type. Accrued interest is excluded from the estimate of credit losses. The estimate of expected credit losses considers historical loss information adjusted for current conditions and reasonable and supportable forecasts.

9

Allowance for Credit Losses – Available-for-Sale Investment Securities. For available-for-sale investment securities in an unrealized loss position, the Company first assesses whether it intends to sell, or is more likely than not will be required to sell the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through income. For securities that do not meet the aforementioned criteria, the Company evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, the Company considers the extent to which fair value is less than amortized cost, the current interest rate environment, changes to rating of the security or security issuer, and adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected was less than the amortized cost basis, a credit loss existed and an allowance for credit losses would be recorded for the credit loss, which is limited by the amount that the fair value is less than the amortized cost basis. Any impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive income. Changes in the allowance for credit losses are recorded as provision for or reversal of credit loss expense. Losses are charged against the allowance for credit losses when the Company determines the available-for-sale security is uncollectible or when either of the criteria regarding intent or requirement to sell is met. The Company does not estimate credit losses on available-for-sale security accrued interest receivable.

Loans. Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at amortized cost. The amortized cost is the principal balance outstanding net of previous charge-offs, and for purchased loans, net of unamortized purchase premiums and discounts. Interest income is accrued on the unpaid principal balance. Origination fees received on loans held in portfolio and the estimated direct costs of origination are deferred and amortized to interest income using the level yield method without anticipating prepayments.

The accrual of interest on non-performing loans is discontinued at the time the loan is ninety days delinquent, unless the credit is well secured and in process of collection. Loans are placed on non-accrual or are charged off at an earlier date if collection of the principal or interest is considered doubtful. All interest accrued but not collected for loans that are placed on non-accrual or charged off is reversed against interest income. The interest on these loans is accounted for on the cash basis or cost recovery method, until qualifying for return to accrual. Loans are evaluated individually and are returned to accrual status when all principal and interest amounts contractually due are brought current and future payments are reasonably assured.

Allowance for Credit Losses - Loans. The allowance for credit losses is a valuation account that is deducted from the loans’ amortized cost basis to present the net amount expected to be collected on loans. The analysis is updated on a quarterly basis based on historical loss information adjusted for current conditions and reasonable and supportable forecasts. Additionally, the Company considers asset quality trends, composition and trends in the loan portfolio, underlying collateral values, industry trends and other pertinent factors, including regulatory recommendations. The level of the allowance for credit losses maintained by management is believed adequate to absorb all expected future losses expected in the loan portfolio at the balance sheet date. The allowance is adjusted through provision for credit losses and charge-offs, net of recoveries of amounts previously charged off.

The allowance for credit losses is measured on a collective basis for pools of loans with similar risk characteristics. The Company has identified the following pools of financial assets with similar risk characteristics for measuring expected credit losses.

One-to-Four Family Residential Real Estate. One-to-four family residential real estate loans consists primarily of loans secured by 1-4 family residential properties. Repayment is primarily dependent on the personal cash flow of the borrower.

Construction and Land. Construction and land loans consist primarily of loans to facilitate the development of both residential and commercial real estate. Repayment is primarily dependent on the completion of the development and refinancing to longer term financing.

Commercial Real Estate. Commercial real estate loans consist primarily of loans secured by office buildings, industrial buildings, warehouses, retail buildings and multi-family housing and are primarily owner-occupied. For such loans, repayment is largely dependent upon the operation of the borrower’s business.

Commercial. Commercial loans include loans to business enterprises issued for commercial, industrial and/or other professional purposes. These loans are generally secured by equipment, inventory and accounts receivable of the borrower and repayment is primarily dependent on business cash flows.

10

Agriculture. Agriculture loans include operating and real estate loans to agriculture enterprises. Generally, the borrower’s ability to repay is based on the cash flows from farming operations.

Municipal. Municipal loans are generally related to equipment leasing or general fund loans. Repayment is primarily dependent on the tax revenue of the municipal entity.

Consumer. Consumer loans include automobile, boat, home improvement and home equity loans. Repayment is primarily dependent on the personal cash flow of the borrower.

The Company utilized a weighted average remaining maturity allowance methodology to calculate the allowance for credit losses. Historical loss rates are adjusted for current conditions and reasonable and supportable forecasts. Following the economic forecast period loss rates revert back to historical loss rates over a reasonable period of time. Additional adjustments for qualitative factors are included to quantify the risks within each of the loan categories that are not included in the historical loss rates or economic projections. The data for the allowance calculation may be obtained from internal or external sources.

Loans that do not share similar risk characteristics with the collectively evaluated pools are evaluated on an individual basis and are excluded from the collectively evaluated loan pools. Such loans are evaluated for credit losses based on either discounted cash flows or the fair value of collateral.

The Company estimates expected credit losses over the contractual term of obligations to extend credit, unless the obligation is unconditionally cancellable. The allowance for off-balance-sheet exposures is adjusted through the provision for credit losses. The estimates are determined based on the likelihood of funding during the contractual term and an estimate of credit losses subsequent to funding. Estimated credit losses on subsequently funded balances are based on the same assumptions used to estimated credit losses on loans.

In March 2022, the FASB issued ASU 2022-02, Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures which eliminated the recognition and measurement guidance for troubled debt restructurings (“TDRs”) by creditors in ASC 310-40. The update also enhanced disclosure required for loan restructurings by creditors when a borrower is experiencing financial difficulty. Specifically, rather than applying the recognition and measurement guidance for TDRs, an entity will apply the loan refinancing and restructuring guidance to determine whether a modification or other form of restructuring results in a new loan or a continuation of an existing loan. Additionally, the amendments to this ASU require a public business entity to disclose current period gross charge-offs by year of origination for loans in the vintage disclosures.

On January 1, 2023, the Company adopted ASU 2022-02, electing the prospective approach. The adoption did not have a material effect on the Company’s operating results or financial condition. The disclosures in this document have been updated to reflect the new guidance.

Loans Modifications. Loan modifications, including modifications to borrowers experiencing financial difficulty, are treated as a new loan if two conditions are met. The terms of the new loan are at least as favorable to the Company as the terms for comparable loans to other customers with similar collection risks and modifications to the terms of the original loan are more than minor.

11

4. Investments

A summary of investment securities available-for-sale and held-to-maturity is as follows:

(Dollars in thousands)	As of March 31, 2023
			Gross		Gross
	Amortized		unrealized		unrealized			Estimated
	cost		gains		losses			fair value
Available-for-sale:
U. S. treasury securities	$	127,880	$	-	$	(6,121	)	$	121,759
U. S. federal agency obligations		2,001		-		(8	)		1,993
Municipal obligations, tax exempt		130,326		161		(2,206	)		128,281
Municipal obligations, taxable		78,164		113		(4,809	)		73,468
Agency mortgage-backed securities		178,259		169		(13,759	)		164,669
Total available-for-sale	$	516,630	$	443	$	(26,903	)	$	490,170

	As of March 31, 2023
			Gross		Gross
	Amortized		unrealized		unrealized			Estimated
	cost		gains		losses			fair value
Held-to-maturity:
Other	$	3,467	$	-	$	(318	)	$	3,149
Total held-to-maturity	$	3,467	$	-	$	(318	)	$	3,149

	As of December 31, 2022
			Gross		Gross
	Amortized		unrealized		unrealized			Estimated
	cost		gains		losses			fair value
Available-for-sale:
U. S. treasury securities	$	130,684	$	-	$	(7,573	)	$	123,111
U. S. federal agency obligations		2,002		-		(14	)		1,988
Municipal obligations, tax exempt		130,848		59		(3,645	)		127,262
Municipal obligations, taxable		73,520		14		(6,290	)		67,244
Agency mortgage-backed securities		185,451		172		(15,922	)		169,701
Total available-for-sale	$	522,505	$	245	$	(33,444	)	$	489,306

	As of December 31, 2022
			Gross		Gross
	Amortized		unrealized		unrealized			Estimated
	cost		gains		losses			fair value
Held-to-maturity:
Other	$	3,524	$	5	$	(77	)	$	3,452
Total held-to-maturity	$	3,524	$	5	$	(77	)	$	3,452

12

The amortized cost of the above held-to-maturity investments has been further reduced by the allowance for credit losses of $91,000 at March 31, 2023.

The tables above show that some of the securities in the available-for-sale and held-to-maturity investment portfolios had unrealized losses, or were temporarily impaired, as of March 31, 2023 and December 31, 2022. This temporary impairment represents the estimated amount of loss that would be realized if the securities were sold on the valuation date. Securities which were temporarily impaired are shown below, along with the length of time in a continuous unrealized loss position.

			As of March 31, 2023
(Dollars in thousands)			Less than 12 months					12 months or longer					Total
	No. of		Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
Available-for-sale:	securities		value		losses			value		losses			value		losses
U.S. treasury securities		66	$	17,306	$	(465	)	$	104,452	$	(5,656	)	$	121,758	$	(6,121	)
U.S. federal agency obligations		1		1,993		(8	)		-		-			1,993		(8	)
Municipal obligations, tax exempt		222		43,274		(314	)		55,701		(1,892	)		98,975		(2,206	)
Municipal obligations, taxable		108		40,834		(1,557	)		24,672		(3,252	)		65,506		(4,809	)
Agency mortgage-backed securities		100		35,877		(937	)		118,322		(12,822	)		154,199		(13,759	)
Total for available-for-sale		497	$	139,284	$	(3,281	)	$	303,147	$	(23,623	)	$	442,431	$	(26,904	)
Held-to-maturity:
Other		7	$	3,149	$	(318	)	$	-	$	-		$	3,149	$	(318	)
Total held-to-maturity		7		3,149		(318	)		-		-			3,149		(318	)

			As of December 31, 2022
			Less than 12 months					12 months or longer					Total
	No. of		Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
Available-for-sale:	securities		value		losses			value		losses			value		losses
U.S. treasury securities		67	$	85,988	$	(4,591	)	$	37,123	$	(2,982	)	$	123,111	$	(7,573	)
U.S. federal agency obligations		1		1,988		(14	)		-		-			1,988		(14	)
Municipal obligations, tax exempt		274		107,262		(3,020	)		8,495		(625	)		115,757		(3,645	)
Municipal obligations, taxable		108		54,746		(5,006	)		7,571		(1,284	)		62,317		(6,290	)
Agency mortgage-backed securities		100		78,971		(4,550	)		79,882		(11,372	)		158,853		(15,922	)
Total for available-for-sale		550		328,955		(17,181	)		133,071		(16,263	)		462,026		(33,444	)
Held-to-maturity:
Other		6	$	3,009	$	(77	)	$	-	$	-		$	3,009	$	(77	)
Total held-to-maturity		6		3,009		(77	)		-		-			3,009		(77	)

The Company’s U.S. treasury portfolio consists of securities issued by the United States Department of the Treasury. The receipt of principal and interest on U.S. treasury securities is guaranteed by the full faith and credit of the U.S. government. Based on these factors, along with the Company’s intent to not sell the securities and its belief that it was more likely than not that the Company will not be required to sell the securities before recovery of its cost basis, the Company believed that the U.S. treasury securities identified in the table above were temporarily impaired as of March 31, 2023 and December 31, 2022.

The Company’s U.S. federal agency portfolio consists of securities issued by the government-sponsored agencies of Federal Home Loan Mortgage Corporation (“FHLMC”), Federal National Mortgage Association (“FNMA”) and Federal Home Loan Bank (“FHLB”). The receipt of principal and interest on U.S. federal agency obligations is guaranteed by the respective government-sponsored agency guarantor, such that the Company believes that its U.S. federal agency obligations do not expose the Company to credit-related losses. Based on these factors, along with the Company’s intent to not sell the securities and its belief that it was more likely than not that the Company will not be required to sell the securities before recovery of their cost basis, the Company believed that the U.S. federal agency obligations identified in the tables above were temporarily impaired as of March 31, 2023 and December 31, 2022.

13

The Company’s portfolio of municipal obligations consists of both tax-exempt and taxable general obligations securities issued by various municipalities. As of March 31, 2023, the Company did not intend to sell and it was more likely than not that the Company will not be required to sell its municipal obligations in an unrealized loss position until the recovery of its cost. Due to the issuers’ continued satisfaction of the securities’ obligations in accordance with their contractual terms and the expectation that they will continue to do so, the evaluation of the fundamentals of the issuers’ financial condition and other objective evidence, the Company believed that the municipal obligations identified in the tables above were temporarily impaired as of March 31, 2023 and December 31, 2022.

The Company’s agency mortgage-backed securities portfolio consists of securities underwritten to the standards of and guaranteed by the government-sponsored agencies of FHLMC, FNMA and the Government National Mortgage Association. The receipt of principal, at par, and interest on agency mortgage-backed securities is guaranteed by the respective government-sponsored agency guarantor, such that the Company believed that its agency mortgage-backed securities did not expose the Company to credit-related losses. Based on these factors, along with the Company’s intent to not sell the securities and the Company’s belief that it was more likely than not that the Company will not be required to sell the securities before recovery of their cost basis, the Company believed that the agency mortgage-backed securities identified in the table above were temporarily impaired as of March 31, 2023 and December 31, 2022.

The United States (US) is currently near its debt ceiling limit and is projected to exhaust funds by June 1, 2023 unless the debt ceiling is increased or suspended. A default by the US government could negatively impact the fair value of the Company’s available-for-sale investment securities and potentially decrease market liquidity for these investment securities.

The Company’s other investment securities portfolio consists of seven subordinated debentures issued by financial institutions. These investment securities were acquired in the Freedom Bank acquisition and classified as held-to-maturity. The securities were issued in 2021 and 2022 with a 10 year maturity and a fixed rate for five years. The securities are callable after the end of the fixed rate term. Due to the issuers’ continued satisfaction of the securities’ obligations in accordance with their contractual terms and the expectation that they will continue to do so, the evaluation of the fundamentals of the issuers’ financial condition and other objective evidence, the Company believed that the other securities identified in the tables above were temporarily impaired as of March 31, 2023 and December 31, 2022.

The following table provides information on the Company’s allowance for credit losses related to held-to-maturity investment securities.

(dollar in thousands)
Balance at January 1, 2023	$	-
Impact of adopting ASC 326		72
Provision for credit losses		19
Balance at March 31, 2023	$	91

The table below sets forth amortized cost and fair value of investment securities at March 31, 2023. The table includes scheduled principal payments and estimated prepayments, based on observable market inputs, for agency mortgage-backed securities. Actual maturities will differ from contractual maturities because borrowers have the right to prepay obligations with or without prepayment penalties.

(Dollars in thousands)	Amortized		Estimated
Available-for-sale:	cost		fair value
Due in less than one year	$	25,401	$	25,096
Due after one year but within five years		281,185		265,879
Due after five years but within ten years		155,835		147,293
Due after ten years		54,209		51,902
Total available-for-sale	$	516,630	$	490,170
Held-to-maturity:
Due after one year but within five years		3,467		3,149
Total held-to-maturity	$	3,467	$	3,149

14

The Company did not record any sales of available-for-sale securities during the three months ended March 31, 2023 and 2022.

Securities with carrying values of $424.2 million and $420.8 million were pledged to secure public funds on deposit, repurchase agreements and as collateral for borrowings at March 31, 2023 and December 31, 2022, respectively. Except for U.S. federal agency obligations, no investment in a single issuer exceeded 10% of consolidated stockholders’ equity.

5. Loans and Allowance for Credit Losses

Loans consisted of the following as of the dates indicated below:

	March 31,			December 31,
(Dollars in thousands)	2023			2022
One-to-four family residential real estate loans	$	246,079		$	236,982
Construction and land loans		23,137			22,725
Commercial real estate loans		316,900			304,074
Commercial loans		172,331			173,415
Paycheck protection program loans		21			21
Agriculture loans		80,499			84,283
Municipal loans		2,004			2,026
Consumer loans		28,835			26,664
Total gross loans		869,806			850,190
Net deferred loan costs (fees) and loans in process		2			(250	)
Allowance for credit losses		(10,267	)		(8,791	)
Loans, net	$	859,541		$	841,149

15

The following tables provide information on the Company’s allowance for credit losses by loan class and allowance methodology:

	Three months ended March 31, 2023
(Dollars in thousands)	One-to-four family residential real estate loans		Construction and land loans		Commercial real estate loans		Commercial loans			Paycheck protection program loans		Agriculture loans			Municipal loans		Consumer loans			Total
Allowance for credit losses:
Balance at January 1, 2023	$	655	$	117	$	3,158	$	2,753		$	-	$	1,966		$	5	$	137		$	8,791
Impact of adopting ASC 326		1,022		49		1,063		145			-		(824	)		11		57			1,523
Charge-offs		-		-		-		(17	)		-		-			-		(91	)		(108	)
Recoveries		-		-		-		9			-		16			-		36			61
Provision for credit losses		80		4		217		(276	)		-		(99	)		1		73			-
Balance at March 31, 2023	$	1,757	$	170	$	4,438	$	2,614		$	-	$	1,059		$	17	$	212		$	10,267

	Three months ended March 31, 2022
(Dollars in thousands)	One-to-four family residential real estate loans		Construction and land loans			Commercial real estate loans		Commercial loans			Paycheck protection program loans		Agriculture loans			Municipal loans			Consumer loans			Total
Allowance for credit losses:
Balance at January 1, 2022	$	623	$	138		$	3,051	$	2,613		$	-	$	2,221		$	6		$	123		$	8,775
Charge-offs		-		-			-		-			-		-			-			(53	)		(53	)
Recoveries		-		100			-		14			-		1			6			14			135
Provision for credit losses		1		(92	)		10		(162	)		-		(293	)		(6	)		42			(500	)
Balance at March 31, 2022	$	624	$	146		$	3,061	$	2,465		$	-	$	1,929		$	6		$	126		$	8,357

	As of December 31, 2022
(Dollars in thousands)	One-to-four family residential real estate loan		Construction and land loans		Commercial real estate loans		Commercial loans		Paycheck protection program loans		Agriculture loans		Municipal loans		Consumer loans		Total
Allowance for credit losses:
Individually evaluated for loss	$	-	$	-	$	-	$	636	$	-	$	18	$	-	$	-	$	654
Collectively evaluated for loss		655		117		3,158		2,117		-		1,948		5		137		8,137
Total	$	655	$	117	$	3,158	$	2,753	$	-	$	1,966	$	5	$	137	$	8,791
Loan balances:
Individually evaluated for loss	$	326	$	412	$	1,224	$	812	$	-	$	1,319	$	36	$	-	$	4,129
Collectively evaluated for loss		236,656		22,313		302,850		172,603		21		82,964		1,990		26,664		846,061
Total	$	236,982	$	22,725	$	304,074	$	173,415	$	21	$	84,283	$	2,026	$	26,664	$	850,190

16

The Company recorded net loan charge-offs of $