Business Context and Reporting Period
Company: Landmark Bancorp, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: November 1, 2013
Event: Completion of the acquisition of Citizens Bank, National Association ("Citizens Bank") by Landmark National Bank ("LNB"), the wholly-owned subsidiary of Landmark Bancorp.
Key Financial Metrics and Transaction Details
- Aggregate Purchase Price: Approximately $1.3 million.
- Pricing Basis: Calculated based on a premium on deposit accounts and the value of certain real estate held by Citizens Bank.
- Assets Acquired: Approximately $185.6 million.
- Liabilities Assumed: Approximately $185.6 million (included in the asset/liability purchase and assumption).
- Debt Assumed: Approximately $5.0 million of trust preferred debt of First Capital Corporation.
- Real Estate: An amendment to the merger agreement provides for the leasing by LNB of certain real estate in connection with the merger.
Material Changes Versus Prior Period
This filing reports a discrete transaction event rather than a comparative period financial performance. The material change is the consolidation of Citizens Bank into Landmark National Bank effective November 1, 2013. The filing does not provide comparative revenue, profit, or cash flow metrics for the prior period.
Guidance, Outlook, and Contingencies
- Financial Statements: The filing states that financial statements of the acquired business and pro forma financial information are not included in this report. They will be filed by amendment no later than 71 days after the filing date.
- Management Commentary: The filing references a press release (Exhibit 99.1) for further details but does not contain specific management outlook or risk commentary within the text provided.
- Unusual Items: The transaction involves the assumption of $5.0 million in trust preferred debt, which is a specific liability item noted in the acquisition terms.
Important Facts for Investor Verification
- Verify the final purchase price of $1.3 million and the specific valuation of the real estate and deposit premiums.
- Confirm the exact composition of the $185.6 million in assets and liabilities assumed.
- Review the upcoming amendment (due within 71 days) for the required pro forma financial information to understand the impact on Landmark's consolidated balance sheet.
- Examine the terms of the real estate leasing arrangement detailed in the First Amendment to the Agreement and Plan of Merger (Exhibit 2.1).