Back to GetFilings.com
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2002
----------------------------
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 0-28070
--------------
Jacksonville Bancorp, Inc.
- ------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Texas 75-2632781
- -------------------------------- ------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
Commerce at Neches
Jacksonville, Texas 75766
- -------------------------------- -----------------------
(Address of principal (Zip Code)
executive office)
Registrant's telephone number, including area code: (903) 586-9861
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 X No
----- ----
Indicate by check mark whether the registrant is an accelerated filed (as
defined in Rule 12b-2 of the Exchange Act).
Yes No X
----- -----
As of February 5, 2003, the latest practicable date, 2,738,569 shares of the
registrant's common stock, $.01 par value, were issued and 1,761,824 shares
were outstanding.
JACKSONVILLE BANCORP, INC. AND SUBSIDIARIES
INDEX
PART I. Financial Information
- ------------------------------------------------------------------------------
Page
----
Item 1. Financial Statements
Consolidated Statements of Financial
Condition as of December 31, 2002
(Unaudited) and September 30, 2002 3
Consolidated Statements of Earnings for the
Three Months Ended December 31, 2002
and 2001 (Unaudited) 4
Consolidated Statements of Cash Flows for
the Three Months Ended December 31, 2002 and
2001 (Unaudited) 5
Consolidated Statements of Changes in
Stockholders' Equity for the Three Months Ended
December 31, 2002 (Unaudited) 6
Notes to Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of 10
Financial Condition and Results of Operations
for the Three Months Ended December 31, 2002
Item 3. Quantitative and Qualitative Disclosures about
Market Risk 14
Item 4. Controls and Procedures 15
PART II. Other Information
- ------------------------------------------------------------------------------
Item 1. Legal Proceedings 16
Item 2. Changes in Securities 16
Item 3. Defaults upon Senior Securities 16
Item 4. Submission of Matters to a Vote of Security Holders 16
Item 5. Other Information 16
Item 6. Exhibits and Reports on Form 8-K 16
Signatures
Part I - Financial Information
Item 1., Financial Statements
JACKSONVILLE BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(DOLLARS IN THOUSANDS)
December 31, September 30,
------------ -------------
2002 2002
------------ -------------
(Unaudited) (Audited)
ASSETS
Cash on hand and in banks $ 4,607 $ 3,957
Interest-bearing deposits 8,669 11,395
Investment securities:
Held-to-maturity, at cost 5,546 8,006
Available-for-sale, at estimated market value 37,619 29,208
Mortgage-backed certificates:
Held-to-maturity, at cost 25,530 37,688
Available-for-sale, at estimated market value 63,773 52,037
Loans receivable, net 266,394 265,091
Accrued interest receivable 2,788 2,929
Foreclosed real estate, net 285 87
Premises and equipment, net 5,671 5,361
Stock in Federal Home Loan Bank of Dallas, at cost 3,192 3,168
Investment in real estate at cost 1,170 1,212
Mortgage servicing rights 661 652
Goodwill and other intangibles, net 3,471 3,515
Other assets 968 944
-------- --------
Total assets $430,344 $425,250
======== ========
LIABILITIES
Deposits $360,873 $353,896
FHLB Advances 24,745 25,129
Advances from borrowers for taxes and insurance 783 4,023
Accrued expenses and other liabilities 3,303 2,993
-------- --------
Total liabilities 389,704 386,041
STOCKHOLDERS' EQUITY
Common stock, $.01 par value, 25,000,000
shares authorized; 2,738,569 shares issued;
and 1,761,824 shares outstanding 27 27
Additional paid in capital 23,452 23,428
Retained earnings, substantially restricted 33,620 32,310
Accumulated other comprehensive income, net of tax 455 377
Less:
Treasury shares, at cost (976,745 shares) (16,015) (16,015)
Shares acquired by Employee Stock Ownership Plan (899) (918)
--------- ---------
Total stockholders' equity 40,640 39,209
--------- ---------
Total liabilities and stockholders' equity $430,344 $425,250
========= =========
-3-
JACKSONVILLE BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(DOLLARS IN THOUSANDS)
Unaudited
THREE MONTHS ENDED
DECEMBER 31,
------------------
2002 2001
------ ------
INTEREST INCOME
Loans receivable $ 5,346 $ 5,307
Mortgage-backed securities 1,026 1,125
Investment securities 487 321
Other 74 91
----- -----
Total interest income 6,933 6,844
INTEREST EXPENSE
Deposits 2,835 3,078
Interest on borrowings 345 574
----- -----
Total interest expense 3,180 3,652
----- -----
Net interest income 3,753 3,192
PROVISION FOR LOSSES ON LOANS 30 23
----- -----
Net interest income after
provision for losses on loans 3,723 3,169
NONINTEREST INCOME
Fees and deposit service charges 633 578
Real estate operations, net 25 7
Gain (loss) on sale of securities (8) -
Other 61 38
----- -----
Total noninterest income 711 623
NONINTEREST EXPENSE
Compensation and benefits 1,296 1,220
Occupancy and equipment 283 221
Amortization of intangibles 44 29
Insurance expense 32 27
Other 400 387
----- -----
Total noninterest expense 2,055 1,884
INCOME BEFORE TAXES ON INCOME 2,379 1,908
TAXES ON INCOME 814 654
----- -----
Net earnings $ 1,565 $ 1,254
===== =====
EARNINGS PER SHARE
Basic $ .93 $ .72
===== =====
Diluted $ .86 $ .68
===== =====
-4-
JACKSONVILLE BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
Unaudited
THREE MONTHS ENDED
DECEMBER 31,
------------------
2002 2001
------ ------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 1,565 1,254
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 150 175
Amortization of intangibles 44 29
Amortization/Accretion of securities 45 -
Provision for losses on loans and real estate 30 23
Loans originated for sale (9,795) (8,730)
Loans sold 9,795 8,730
Loss(Gain) on sale of other real estate - -
Gain on sale of loans (9) 10
Accrual of MRP awards - 14
Release of ESOP shares 43 30
Change in assets and liabilities:
(Increase) decrease in accrued interest receivable 141 35
(Increase) decrease in prepaid expenses and
other assets (67) 420
Increase (decrease) in accrued expenses and
other liabilities 310 121
Net cash provided by (used in) operating ------- -------
activities 2,252 2,111
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of investment securities (23,385) (14,948)
Proceeds on maturity of investment securities 17,510 3,931
Net principal payments (origination) on loans (1,531) (11,352)
Proceeds from sale of foreclosed real estate - -
Purchase of mortgage-backed securities (25,305) (25,327)
Principal paydowns on mortgage-back securities 25,727 7,298
Capital expenditures (460) (380)
Purchase of stock in FHLB Dallas (24) (486)
Premium on acquisition of Carthage Branch - (3,672)
Investment in real estate 42 (79)
Net cash (used in) provided by investing ------- --------
activities (7,426) (45,015)
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in deposits 6,977 51,324
Net decrease in advances for taxes and insurance (3,240) (2,818)
Dividends paid (255) (220)
Advances from FHLB 5,000 16,500
Payment on FHLB advance (5,384) (25,863)
Proceeds from exercise of stock options - 128
Purchase of Treasury stock - (631)
------- --------
Net cash provided by financing activities 3,098 38,420
------- --------
Net increase (decrease)in cash and cash equiv. (2,076) (4,484)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 15,352 13,639
------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 13,276 $ 9,155
======= ========
-5-
JACKSONVILLE BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE THREE MONTHS ENDED DECEMBER 31, 2002
(DOLLARS IN THOUSANDS)
Unaudited
Total
Stockholders'
Equity
-------------
Balance at September 30, 2002 $ 39,209
Net earnings 1,565
Other comprehensive income - net change in
unrealized gain on securities available for sale 78
------
Comprehensive income 1,643
Accrual of ESOP compensation 43
Cash dividends (255)
Proceeds from stock options -
Treasury shares purchased -
Balance at December 31, 2002 $ 40,640
========
-6-
JACKSONVILLE BANCORP, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION
The unaudited financial statements of Jacksonville Bancorp, Inc.
("Jacksonville" or the "Company")were prepared in accordance with
instructions for Form 10-Q and, therefore, do not include information or
footnotes necessary for a complete presentation of financial position,
results of operations, and cash flows in conformity with generally accepted
accounting principles. However, all adjustments (consisting only of normal
recurring adjustments) which, in the opinion of management, are necessary
for a fair presentation of the financial statements have been included. The
results of operations for the three-month periods ended December 31,
2002 and 2001 are not necessarily indicative of the results which may be
expected for an entire fiscal year. These financial statements should be
read in conjunction with the audited financial statements and the notes
thereto for the year ended September 30, 2002.
NOTE 2 - EARNINGS PER SHARE
Basic earnings per share for the three month periods ended December 31, 2002
and 2001 have been computed by dividing net earnings by the weighted average
number of shares outstanding. Shares controlled by the ESOP are accounted
for in accordance with Statement of Position 93-6 under which unallocated
shares are not considered in the weighted average number of shares of common
stock outstanding. Diluted earnings per share have been computed, giving
effect to outstanding stock purchase options by application of the treasury
stock method.
Following is a summary of shares used for calculating basic and diluted
earnings per share:
Three Months Ended
December 31,
2002 2001
------ ------
Basic EPS - Average
shares outstanding 1,688,459 1,751,304
Effect of dilutive
stock options 122,339 88,756
--------- ---------
Diluted EPS - Average
shares outstanding 1,810,798 1,840,060
========= =========
NOTE 3 - RECLASSIFICATION AND RESTATEMENT OF PREVIOUS STATEMENTS
Certain items previously reported have been reclassified to conform with
the current period's reporting format.
Additionally, results for the quarter ended December 31, 2001 have been
restated on a comparable basis to reflect, as of the date of the Carthage
Branch acquisition, the adoption of SFAS No. 147, "Acquisition of Certain
Financial Institutions." The effect of this restatement is to increase the
net income by $25,000 and increase earnings per share by $.02 basic and $.01
diluted for the quarter ended December 31, 2001.
-7-
NOTE 4 -RECENT ACCOUNT PRONOUNCEMENTS
SFAS No. 147, (Acquisitions of Certain Financial Institutions), was
issued in October 2002. This statement requires acquisitions of financial
institutions (except mutual institutions) to be accounted for in accordance
with SFAS No. 141 and SFAS No. 72 and removes them from the scope of SFAS No,
142. Thus the requirement to recognize and amortize any excess of the fair
value of liabilities assumed over the fair value of tangible and identifiable
intangible assets acquired as an unidentifiable intangible asset no longer
applies to acquisitions within the scope of this statement. It also amends
SFAS No. 144 to include in its scope long-term customer-relationship
intangible assets (core base intangibles). Consequently, those intangibles
assets are subject to the same undiscounted cash flow recoverability test and
impairment loss recognition and measurement provisions that Statement 144
requires for other long-lived assets that are held and used. The Company
adopted this statement retroactive to the date of the Carthage, Texas branch
purchase and ceased amortization of the previously recognized unidentifiable
intangible asset considered to be goodwill. See note 3 regarding the
restatement of information previously reported for the period ended December
31, 2001.
The Financial Accounting Standards Board (FASB) issued Statement Number
141, "Business Combinations" (SFAS No. 141), and Statement Number 142,
"Goodwill and Other Intangible Assets" (SFAS No. 142), in June 2001. The
Statements require that all business combinations be accounted for using the
purchase method of accounting and prohibit use of the pooling-of-interests
method. Intangible assets acquired in a business combination shall be
recognized as an asset apart from goodwill (goodwill is measured as the excess
of the cost of an acquired entity over the net amounts assigned to assets
acquired and liabilities assumed) if the assets arise from contractual or
other legal rights. If an intangible asset does not arise from contractual or
other legal rights, it shall be recognized as an asset apart from goodwill
only if it is separable, that is, capable of being separated or divided from
the acquired enterprise and sold, transferred, licensed, rented, or exchanged
(regardless of whether there is an intent to do so). Goodwill will not be
amortized but must be tested for impairment annually at the reporting unit
level. The provision of the Statements applies to all combinations initiated
after December 31, 2001. Management evaluated the provisions of these
Statements which impact the accounting for future business combinations
including the acquisition of the Carthage, Texas branch in November, 2001 and
adopted statements 141 and 142 in the quarter ending December 31, 2001.
In June 2001, the FASB issued Statement No. 143, "Accounting for Asset
Retirement Obligations." This Statement addresses financial accounting and
reporting for obligations associated with the retirement of tangible long-
lived assets and the associated asset retirement costs. It applies to legal
obligations associated with the retirement of long-lived assets that result
from the acquisition, construction, development and (or) the normal operation
of a long-lived asset, except for certain obligations of lessees. As used in
this Statement, a legal obligation is an obligation that a party is required
to settle as a result of an existing or enacted law, statute, ordinance, or
written or oral contract or by legal construction of a contract under the
doctrine of promissory estoppel. This Statement requires that the fair value
of a liability for an asset retirement obligation be recognized in the period
in which it is incurred if a reasonable estimate of fair value can be made.
The associated asset retirement costs are capitalized as part of the carrying
amount of the long-lived asset. The Company has adopted the provisions of this
statement in the year ended September 30, 2003 and does not expect the
adoption of the Statement to have an impact on it's earnings, financial
condition, or equity.
-8-
In August 2001, the FASB issued Statement No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets." This Statement addresses
financial accounting and reporting for the impairment or disposal of long-
lived assets and supersedes SFAS No. 121, Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of. However, the
Statement retains the fundamental provisions of Statement 121 for (a)
recognition and measurement of the impairment of long-lived assets to be held
and used and (b) measurement of long-lived assets to be disposed of by sale.
This Statement supersedes the accounting and reporting provisions of APB
Opinion No. 30, Reporting the Results of Operations-Reporting the Effects of
Disposal of a Segment of a Business, and Extraordinary, Unusual and
Infrequently Occurring Events and Transactions, for the disposal of a segment
of a business. However, this Statement retains the requirement of Opinion 30
to report discontinued operations separately from continuing operations and
extends that reporting to a component of an entity that either has been
disposed of (by sale, by abandonment, or in distribution to owners) or is
classified as held for sale. This Statement also amends ARB No. 51,
Consolidated Financial Statements, to eliminate the exception to consolidation
for a temporarily controlled subsidiary. The Company has adopted the
provisions of this statement in the year ended September 30, 2003 and does not
expect the adoption of the Statement to have an impact on it's earnings,
financial condition, or equity.
-9-
Item 2., Management's Discussion and Analysis
of Financial Condition and Results of Operations
Discussion of Changes in Financial Condition from September 30, 2002 to
December 31, 2002.
Jacksonville Bancorp, Inc., is the indirect parent holding company of
Jacksonville Savings Bank, the Company's principal subsidiary. Jacksonville
Bancorp, Inc., became the holding company of Jacksonville Savings Bank as part
of a second step conversion to stock form in 1996. At present, Jacksonville
Savings Bank is directly held by Jacksonville IHC, Inc., (established as the
holding company for Jacksonville Savings Bank in 1997) which is in turn wholly
owned by Jacksonville Bancorp Inc. Jacksonville IHC, Inc., was formed in
order to minimize Company taxes that must be paid based upon Texas source
income. In addition to holding all the issued and outstanding shares of
Jacksonville Savings Bank, Jacksonville IHC's only other business activity was
to loan funds to Jacksonville's Employee Stock Ownership Plan. Jacksonville
Savings Bank currently owns 100% of the capital stock of JS&L Corporation
("JS&L"), established in December 1979. JS&L is used as a diversification
vehicle by the Company. Its main activity has been the servicing of purchased
residential first and second lien notes and real estate development.
At December 31, 2002, the assets of Jacksonville totaled $430.3 million
compared to $425.3 million at September 30, 2002, an increase of $5.1 million.
This increase was primarily due to an increase in investment securities of
$6.0 million; an increase in loans receivable, net of $1.3 million; offset by
a decrease in mortgage backed securities of $422,000 and a decrease in
interest bearing deposits of $2.7 million.
Cash on hand increased during the period ending December 31, 2002 to
$4.6 million from the $4.0 million reported at September 30, 2002. Interest-
bearing deposits decreased $2.7 million to $8.7 million during the period
primarily from a reduction in deposits at Federal Home Loan Bank and other
insured financial institutions.
The investment securities portfolio, held-to-maturity, decreased during
the period from a total of $8.0 million at September 30, 2002 to $5.5 million
at December 31, 2002, while investment securities, available-for-sale,
increased $8.4 million during the period. The $6.0 million net increase was
primarily the result of purchases of investment securities maturities during
the period net of maturities. The shift in the amount of investments
classified as available-for-sale versus held-to-maturity reflects management's
decision to classify new investment purchases as available-for-sale. This
classification provides for the flexibility of disposing of these assets if
market conditions dictate.
Mortgage-backed securities, held-to-maturity, decreased from a total of
$37.7 million at September 30, 2002 to $25.5 million at December 31, 2002.
Mortgage backed securities, available-for-sale, increased $11.7 million during
the period. Mortgage-backed securities, available-for-sale and held-to-
maturity, decreased a net of $422,000 during the period primarily as a result
of the purchase of mortgage-backed securities during the period net of
repayments. The shift in the amount of mortgage-backed securities classified
as available-for-sale versus held-to-maturity reflects management's decision
to classify new mortgage-backed securities purchases as available-for-sale.
This classification provides for the flexibility of disposing of these assets
if market conditions dictate.
Loans receivable, net increased by $1.3 million from $265.1 million at
September 30, 2002, to $266.4 million at December 31, 2002. The increase was
primarily funded from increases in deposits. For the three month period ended
December 31, 2002, Jacksonville also originated $9.8 million in loans sold to
the secondary market compared to $8.7 million for the three month period ended
December 31, 2001. Of the total loans sold during the quarter ended December
31, 2002, $1.4 million were whole loan sales, servicing released, with the
balance of $8.4 million sold with servicing retained.
Accrued interest receivable decreased $141,000 to $2.8 million at
December 31, 2002.
-10-
Premises and equipment, net increased $310,000, during the period
primarily as a result of the renovations at the Palestine, Texas branch and at
the home office.
Foreclosed real estate, net , increased from $87,000 at September 30,
2002 to $285,000 at December 31, 2002 primarily due to the foreclosure of
three single family residences during the period.
All remaining asset classifications for December 31, 2002 remained
relatively comparable to those numbers disclosed at September 30, 2002.
The Company's nonperforming assets, which primarily consist of
nonaccrual loans, real estate and other assets acquired through foreclosure
totaled $1.3 million or .29% of assets, at December 31, 2002, compared to
$781,000, or .26% of assets, at September 30, 2002. The following table sets
forth information relating to the Company's nonperforming assets at the dates
indicated.
December 31, 2002 September 30, 2002
----------------- ------------------
(Dollars in thousands)
Mortgage Loans
Single family residential $664 $407
Multi-family residential - -
Commercial - -
Construction - -
Land 74 104
Business and Consumer Loans
Commercial business - -
Consumer 228 183
--- ---
Total nonperforming loans $966 $694
Real estate owned and other
acquired assets, net 285 87
----- ---
Total non-performing assets $1,251 $781
===== ===
Nonperforming loans to total
loans .36% .26%
Total nonperforming assets
to total assets .29% .18%
At December 31, 2002, the accrued interest reserve for mortgage loans
and non-mortgage loans for interest in excess of 90 days was $51,000 compared
to $41,000 at September 30, 2002. During the three month period ended
December 31, 2002, no interest income was actually recorded on any loans after
they were placed on non-accrued status.
At December 31, 2002 liabilities of the Company totaled $389.7 million
compared to $386.0 million at September 30, 2002. Deposits grew $7.0 million
for the period from $353.9 million to $360.9 million at December 31, 2002.
FHLB advances decreased from $25.1 million to $24.7 million for the comparable
periods.
Advances from borrowers for taxes and insurance decreased from $4.0
million to $783,000 at December 31, 2002. This decrease is the result of the
payment from customers' escrow accounts of all amounts due to taxing agencies
for the year 2002, net of monthly escrow payments made by loan customers.
Accrued expenses and other liabilities increased from $3.0 million at
September 30, 2002 to $3.3 million at December 31, 2002.
-11-
Stockholders' equity increased during the three month period ended
December 31, 2002 by $1.4 million from $39.2 million to $40.6 million.
Retained earnings increased from $32.3 million at September 30, 2002 to $33.6
million at December 31, 2002 primarily as a result of net income for the
period less dividends.
Shares acquired by the Employee Stock Ownership Plan decreased by
$19,000 due to the release of ESOP shares during the period ended December 31
, 2002.
Accumulated other comprehensive income, which reflects a net unrealized
gain, net of tax, on investment and mortgage-backed securities, available for
sale, increased from $377,000 at September 30, 2002 to $455,000 at December
31, 2002 which reflects a net increase in the market value of the securities
during the period. These gains were based on "marked-to-market" values of the
portfolios at the respective periods in accordance with FASB 115.
Comparison of Operating Results for the three months ended December 31, 2002
and 2001
Net income for the three months ended December 31, 2002 totaled $1.6
million compared to $1.3 million for the same period in 2001. Results for the
quarter ended December 31, 2001 have been restated on a comparable basis to
reflect, as of the date of the Carthage Branch acquisition, the adoption of
SFAS No. 147, "Acquisition of Certain Financial Institutions." The increase in
net income of $311,000 was primarily due to a decrease in total interest
expense of $472,000; offset by increases in non-interest expense of $171,000
and in federal income tax expense of $160,000.
Total interest income increased by $89,000 to $6.9 million at December
31, 2002, a 1.3% increase from the quarter ended December 31, 2001 and
noninterest income increased by $88,000 to $711,000 a 14.1% increase from the
corresponding quarter in 2001.
Net Interest Income
Total interest income increased by $89,000 to $6.9 million during the
three months ended December 31, 2002 compared to the same period in the prior
year. Interest income from loans receivable increased $39,000 due primarily
to an increase in the average outstanding balance of loans during the period.
Interest on mortgage-backed securities decreased $99,000 from $1.1 million for
the quarter ended December 31, 2001, to $1.0 million for the quarter ended
December 31, 2002 due primarily to a decrease in average portfolio balances
for the comparable periods and a decrease in the yield on the mortgage-backed
securities portfolio. Interest on investment securities increased $166,000
from $321,000 for the quarter ended December 31, 2001, to $487,000 at December
31, 2002 which is attributable to increased portfolio balances. Other
interest income decreased from $91,000 for the three month period ended
December 31, 2001 to $74,000 for the comparable period ended December 31,
2002. The decrease was primarily due to a reduction in interest received on
interest bearing deposits in other banks.
Total interest expense decreased by $472,000 for the three months ended
December 31, 2002 compared to the same period in 2001. Interest on deposits
decreased by $243,000 from $3.1 million for the three months ended December
31, 2001 to $2.8 million for December 31, 2002 primarily as a result of a
decline in the average rate paid on deposit accounts.
Provisions for Losses on Loans
The provisions for losses on loans are the result of management's
decision to have adequate reserves based on historical experience, industry
standards, the amount of non-performing assets, general economic conditions in
the Company's market area, and the collectability of the loan portfolio.
Based on these factors, the loan loss provision was increased by $7,000 from
$23,000 during the quarter ended December 31, 2001 to $30,000 during the
quarter ended December 31, 2002.
-12-
The following table sets forth the activity in the Company's allowance for
loan losses during the periods indicated.
Three Months Ended December 31,
-------------------------------
2002 2001
--------- --------
Allowance at beginning of period $1,292 $1,257
Provision for loan losses 30 22
Charge-offs:
Consumer (4) (9)
Recoveries - -
------ -------
Net Charge-offs (4) (9)
------ -------
Allowance at end of period $1,318 $1,270
------ -------
Allowance for loan losses to total
nonperforming loans at end of period 136% 239%
------ -------
Allowance for loan losses to total loans
at end of period .49% .49%
====== =======
Non-Interest Income
Non-interest income consists primarily of fees collected on mortgage and
consumer loans, service charges on deposit accounts and income from real
estate operations. This income increased $88,000, or 14.1% from $623,000 for
the three month period ended December 31, 2001 to $711,000 for the comparable
period in 2002. The increase was primarily due to an increase in fees and
deposit service charges of $55,000, or 9.5%, from $578,000 at December 31,
2001 to $633,000 at December 31, 2002; an increase of other non-interest
income of $23,000 and an increase in real estate operations net of $18,000;
offset by a loss of $8,000 on the sale of securities. The increase in fees
and deposit service charges can be primarily attributed to an increase in the
number of transaction accounts held at the Bank.
Non-Interest Expense
Non-interest expense increased to $2.1 million at December 31, 2002 from
$1.9 million for the quarter ended December 31, 2001. The increase was
primarily due to an increase in compensation and benefits of $76,000; an
increase of $62,000 in occupancy and equipment; an increase in amortization of
intangible assets of $15,000 and an increase of $13,000 in other noninterest
expense.
Taxes
The provision for income tax amounted to $814,000 for the three months
ended December 31, 2002 compared to $654,000 for the three months ended
December 31, 2001. The increase reflects the increase in earnings for the
period.
Liquidity
The State of Texas regulations require the Company's wholly owned
subsidiary, Jacksonville Savings Bank, SSB ("the Bank") to maintain liquidity
in an amount not less than 10% of an amount equal to its average daily
deposits for the most recently completed calendar quarter in cash and readily
marketable investments. For the quarter ended December 31, 2002 the Bank's
liquidity was $148.9 million with a liquidity ratio of 42.15%.
-13-
The Company is subject to borrowing limitations with respect to the amount
of advances it may receive from the Federal Home Loan Bank of Dallas. At
December 31, 2002, outstanding borrowings from the Federal Home Loan Bank of
Dallas totaled $24.7 million. The Company's borrowing limit with the Federal
Home Loan Bank is $185.4 million and is based upon the amount of stock
ownership and available collateral held by the Company. The Federal Home Loan
Bank of Dallas is an important source of liquidity to the Company, and the
ability to tap into that source is not without limits.
Regulatory Capital Requirements
The Bank is required to maintain specified amounts of capital pursuant to
the Financial Institutions Reform, Recovery, and Enforcement Act of 1989
("FIRREA") and regulations promulgated by the FDIC thereunder. The capital
standards generally require the maintenance of regulatory capital sufficient
to meet Tier 1 leveraged capital requirement, a Tier 1 risk-based capital
requirement and a total risk-based capital requirement. At December 31, 2002,
the Bank had Tier 1 leveraged capital, Tier 1 risk-based capital and total
risk-based capital levels of 7.81%, 14.19%, 14.76%, respectively, which levels
exceed all current regulatory capital standards. These capital levels
exceeded the minimum requirements at that date by approximately $16.3 million,
$24.0 million, and $15.9 million, respectively.
"Safe Harbor" Statement
In addition to historical information, forward-looking statements are
contained herein that are subject to risks and uncertainties that could cause
actual results to differ materially from those reflected in the forward-
looking statements. Factors that could cause future results to vary from
current expectations, include, but are not limited to, the impact of economic
conditions (both generally and more specifically in the markets in which the
Company operates), the impact of competition for the Company's customers from
other providers of financial services, the impact of government legislation
and regulation (which changes from time to time and over which the Company has
no control), and other risks detailed in this Form 10-Q and in the Company's
other Securities and Exchange Commission filings. Readers are cautioned not
to place undue reliance on these forward-looking statements, which reflect
management's analysis only as of the date hereof. The Company undertakes no
obligation to publicly revise these forward-looking statements, to reflect
events or circumstances that arise after the date hereof. Readers should
carefully review the risk factors described in other documents Jacksonville
files from time to time with the Securities and Exchange Commission.
Item 3., Quantitative and Qualitative Disclosures about Market Risk
The Bank's interest rate risk and asset-liability management are the
responsibility of the Interest Rate Risk Committee which reports to the Board
of Directors and is comprised of members of the Bank's senior management. The
Committee is actively involved in formulating the economic projections used by
the Bank in its planning and budgeting process and establishes policies which
monitor and coordinate the Bank's sources, uses and pricing of funds.
Interest rate risk, including mortgage prepayment risk, is the most
significant non-credit related risk to which the Bank is exposed. Net
interest income, the Bank's primary source of revenue, is affected by changes
in interest rates as well as fluctuations in the level and duration of assets
and liabilities on the Bank's balance sheet.
Interest rate risk can be defined as the exposure of the Bank's net
interest income or financial position to adverse movements in interest rates.
In addition to directly impacting net interest income, changes in the level of
interest rates can also affect, (i) the amount of loans originated and sold by
the institution, (ii) the ability of borrowers to repay adjustable or variable
rate loans, (iii) the average maturity of loans, which tend to increase when
new loan rates are substantially higher than rates on existing loans and
conversely, decrease when rates on new loans are substantially lower than
rates on existing loans, (iv) the value of the Bank's mortgage loans and the
resultant ability to realize gains on the sale of such assets and (v) the
carrying value of investment securities classified as available-for-sale and
the resultant adjustments to shareholder's equity.
The primary objective of the Bank's asset-liability management is to
maximize net interest income while maintaining acceptable levels of interest
rate sensitivity. To accomplish this the Bank monitors interest rate
sensitivity
-14-
by use of a sophisticated simulation model which analyzes resulting net
interest income under various interest rate scenarios and anticipated levels
of business activity. Complicating management's efforts to measure interest
rate risk is the uncertainty of assumptions used for the maturity, repricing,
and/or runoff characteristics of some of the Bank's assets and liabilities.
To cope with these uncertainties, management gives careful attention to
its assumptions. For example, certain of the Bank's interest-bearing deposit
products (NOW accounts, savings and money market deposits) have no contractual
maturity and based on historical experience have only a fractional sensitivity
to movements in market rates. Because management believes it has some control
with respect to the extent and timing of rates paid on non-maturity deposits,
certain assumptions based on historical experience are built into the model.
Another major assumption built into the model involves the ability customers
have to prepay loans, often without penalty. The risk of prepayment tends to
increase when interest rates fall. Since future prepayment behavior of loan
customers is uncertain, the resultant interest rate sensitivity of loan assets
cannot be determined exactly. The Bank utilizes market consensus prepayment
assumptions related to residential mortgages.
The Bank uses simulation analysis to measure the sensitivity of net
interest income over a specified time period (generally 1 year) under various
interest-rate scenarios using the assumptions discussed above. The Bank's
policy on interest rate risk specifies that if interest rates were to shift
immediately up or down 200 basis points, estimated net interest income should
decline by less than 20%. Management estimates, based on its simulation
model, that an instantaneous 200 basis point increase in interest rates at
December 31, 2002, would result in a 2.12% decrease in net interest income
over the next twelve months, while a 200 basis point decrease in rates would
result in a 5.51% decrease in net interest income over the next twelve months.
It should be emphasized that the results are highly dependent on material
assumptions such as those discussed above. It should also be noted that the
exposure of the Bank's net interest income to gradual and/or modest changes in
interest rates is relatively small.
At December 31, 2002, the Bank was within the Bank's policy limits for
changes in the market value of portfolio equity set forth in the Interest Rate
Risk Policy. Based on the simulation model, a 200 basis point increase in
interest rates would result in an estimated decrease in the market value of
portfolio equity of 18.29% at December 31, 2002, compared to a 40.65% decrease
in the market value of portfolio equity at December 31, 2001. The Bank's
policy limit for a 200 basis point increase in interest rates is currently set
at 50%.
At December 31, 2002 the Bank had $37.6 million in available-for-sale
investments and $63.8 million in mortgage-backed securities, available-for-
sale. Management is closely monitoring the securities portfolio's and is
aware that it can take steps to sell the securities to go to shorter term
investments should market conditions dictate.
Item 4. Controls and Procedures
Within 90 days prior to the date of this quarterly report, the Company
carried out an evaluation, under the supervision and with the participation of
the Company's management, including the Company's Chief Executive Officer and
Chief Financial Officer, of the effectiveness of the design and operation of
the Company's disclosure controls and procedures. Based upon that evaluation,
the Chief Executive Officer and Chief Financial Officer concluded that the
Company's disclosure controls and procedures are effective. There were no
significant changes in the Company's internal controls or in other factors
that could significantly affect these controls subsequent to the date of their
evaluation.
Disclosure controls and procedures are the controls and other procedures
of the Company that are designed to ensure that the information required to
be disclosed by the Company in its reports filed or submitted under the
Securities Exchange Act of 1934, as amended ("Exchange Act") is recorded,
processed, summarized and reported, within the time periods specified in the
Securities and Exchange Commission's rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by the Company in its reports
filed under the Exchange Act is accumulated and communicated to the Company's
management, including the principal executive officer and principal financial
officer, as appropriate to allow timely decisions regarding required
disclosure.
-15-
JACKSONVILLE BANCORP, INC.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Jacksonville Bancorp, Inc., is involved only in routine legal
proceedings occurring in the ordinary course of business which in
the aggregate are believed by management to be immaterial to the
financial condition of the Association.
ITEM 2. CHANGES IN SECURITIES
Not Applicable
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not Applicable
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not Applicable
ITEM 5. OTHER INFORMATION
Not Applicable
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) 99.1 Certification of Chief Executive Officer Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)
99.2 Certification of Chief Financial Officer Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)
(b) Form 8-K dated November 07, 2002 - Announces Annual Earnings
Form 8-K dated December 11, 2002 - Declaration of Dividends
-16-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Jacksonville Bancorp, Inc.
DATE: February 5, 2003 By: /s/ Jerry Chancellor
----------------------------
Jerry Chancellor, President
DATE: February 5, 2003 By: /s/ Bill Taylor
----------------------------
Bill W. Taylor
Exec. Vice President
Chief Financial Officer
SECTION 302 CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER
I, Jerry M. Chancellor, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Jacksonville
Bancorp, Inc. (the "Registrant");
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
Registrant as of, and for, the periods presented in this quarterly report;
4. The Registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the Registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of the Registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
-17-
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The Registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the Registrant's auditors and the audit
committee of Registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the Registrant's ability to record,
process, summarize and report financial data and have identified for the
Registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the Registrant's internal controls;
and
6. The Registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: February 5, 2003
/s/ Jerry M. Chancellor
-----------------------
Jerry M. Chancellor
President
SECTION 302 CERTIFICATION OF THE CHIEF FINANCIAL OFFICER
I, Bill W. Taylor, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Jacksonville
Bancorp, Inc. (the "Registrant");
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
Registrant as of, and for, the periods presented in this quarterly report;
4. The Registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have:
-18-
a) designed such disclosure controls and procedures to ensure that material
information relating to the Registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of the Registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The Registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the Registrant's auditors and the audit
committee of Registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the Registrant's ability to record,
process, summarize and report financial data and have identified for the
Registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the Registrant's internal controls;
and
6. The Registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: February 5, 2003
/s/ Bill W. Taylor
---------------------------
Bill W. Taylor
Executive Vice President and
Chief Financial Officer
-19-