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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 March 31, 2003
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or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission File Number 0-28070
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Jacksonville Bancorp, Inc.
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(Exact name of registrant as specified in its charter)
Texas 75-2632781
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
Commerce at Neches
Jacksonville, Texas 75766
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(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
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Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
Yes No X
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As of May 12, 2003, the latest practicable date, 2,771,721 shares of the
registrant's common stock, $.01 par value, were issued and 1,794,976 shares
were outstanding.
JACKSONVILLE BANCORP, INC. AND SUBSIDIARIES
INDEX
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PART I. Financial Information
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Page
----
Item 1. Financial Statements
Consolidated Statements of Financial
Condition as of March 31, 2003
(Unaudited)and September 30, 2002(Audited) 3
Consolidated Statements of Earnings for the
Six and Three Months Ended March 31, 2003
and 2002 (Unaudited) 4
Consolidated Statements of Cash Flows for
the Six Months Ended March 31, 2003 and
2002 (Unaudited) 5
Consolidated Statement of Changes in
Stockholders' Equity for the Six Months Ended
March 31, 2003 (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 Six and Three Months Ended March 31, 2003
Item 3. Quantitative and Qualitative Disclosures about
Market Risk 16
Item 4. Controls and Procedures 17
PART II. Other Information
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Item 1. Legal Proceedings 18
Item 2. Changes in Securities 18
Item 3. Defaults upon Senior Securities 18
Item 4. Submission of Matters to a Vote of Security Holders 18
Item 5. Other Information 18
Item 6. Exhibits and Reports on Form 8-K 19
Signatures
Part I - Financial Information
Item 1., Financial Statements
JACKSONVILLE BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(DOLLARS IN THOUSANDS)
March 31, September 30,
----------- -------------
2003 2002
----------- -------------
(Unaudited) (Audited)
ASSETS
Cash on hand and in banks $ 4,511 $ 3,957
Interest-bearing deposits 12,149 11,395
Investment securities:
Held-to-maturity, at cost 3,515 8,006
Available-for-sale, at estimated market value 52,694 29,208
Mortgage-backed certificates:
Held-to-maturity, at cost 14,321 37,688
Available-for-sale, at estimated market value 70,789 52,037
Loans receivable, net 269,625 265,091
Accrued interest receivable 2,758 2,929
Foreclosed real estate, net 512 87
Premises and equipment, net 5,772 5,361
Stock in Federal Home Loan Bank of Dallas, at cost 3,214 3,168
Investment in real estate at cost 1,152 1,212
Mortgage servicing rights 654 652
Goodwill and other intangible assets, net 3,428 3,515
Other assets 979 944
------------- -------------
Total assets $ 446,073 $ 425,250
============= =============
LIABILITIES
Deposits $ 374,243 $ 353,896
FHLB Advances 24,356 25,129
Advances from borrowers for taxes and insurance 2,124 4,023
Accrued expenses and other liabilities 2,933 2,993
------------- -------------
Total liabilities 403,656 386,041
STOCKHOLDERS' EQUITY
Common stock, $.01 par value, 25,000,000
shares authorized; 2,771,721 and 2,738,569
shares issued; and 1,794,976 and 1,761,824
shares outstanding at March 31, 2003 and
September 30, 2002, respectively 28 27
Additional paid in capital 23,829 23,428
Retained earnings, substantially restricted 34,858 32,310
Accumulated other comprehensive income, net of tax 596 377
Less:
Treasury shares, at cost (976,745 shares) (16,015) (16,015)
Shares acquired by Employee Stock Ownership Plan (879) (918)
------------- -------------
Total stockholders' equity 42,417 39,209
------------- -------------
Total liabilities and stockholders' equity $ 446,073 $ 425,250
============= =============
3
JACKSONVILLE BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
Unaudited
Six Months Ended Three Months Ended
March 31, March 31,
------------------- -------------------
2003 2002 2003 2002
-------- -------- -------- --------
INTEREST INCOME
Loans receivable $ 10,566 $ 10,865 $ 5,220 $ 5,558
Mortgage-backed securities 1,908 2,244 882 1,119
Investment securities 962 691 475 370
Other 124 163 50 72
-------- -------- -------- --------
Total interest income 13,560 13,963 6,627 7,119
INTEREST EXPENSE
Deposits 5,425 6,087 2,590 3,009
Other 675 1,075 330 501
-------- -------- -------- --------
Total interest expense 6,100 7,162 2,920 3,510
-------- -------- -------- --------
Net interest income 7,460 6,801 3,707 3,609
PROVISION FOR LOSSES ON LOANS 72 48 42 25
-------- -------- -------- --------
Net interest income after
provision for losses on loans 7,388 6,753 3,665 3,584
NONINTEREST INCOME
Fees and deposit service charges 1,260 1,173 627 595
Real estate operations, net 43 48 18 41
Gain on sale of investment securities (9) - - -
Other 140 144 78 106
-------- -------- -------- --------
Total noninterest income 1,434 1,365 723 742
NONINTEREST EXPENSE
Compensation and benefits 2,577 2,387 1,282 1,167
Occupancy and equipment 534 513 251 292
Insurance expense 64 55 31 28
Amortization of intangible assets 86 72 43 43
Other 901 880 500 493
-------- -------- -------- --------
Total noninterest expense 4,162 3,907 2,107 2,023
INCOME BEFORE TAXES ON INCOME 4,660 4,211 2,281 2,303
TAXES ON INCOME 1,598 1,450 784 796
-------- -------- -------- --------
Net earnings $ 3,062 $ 2,761 $ 1,497 $ 1,507
======== ======== ======== ========
EARNINGS PER SHARE
Basic $ 1.81 $ 1.59 $ .88 $ .87
======== ======== ======== ========
Diluted $ 1.69 $ 1.51 $ .82 $ .83
======== ======== ======== ========
4
JACKSONVILLE BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
Unaudited
Six Months Six Months
Ended Ended
March 31, March 31,
2003 2002
----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 3,062 $ 2,698
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 268 279
Amortization of intangibles 86 72
Amortization / Accretion of securities 95 -
Provision for losses on loans and real estate 72 48
Loans originated for sale (18,789) (17,753)
Loans sold 18,789 17,753
Loss (Gain) on sale of other real estate (57) (14)
Loss (Gain) on loans sold (2) (2)
Accrual of MRP awards - 14
Release of ESOP shares 88 64
Change in assets and liabilities:
(Increase) decrease in accrued interest receivable 171 (250)
(Increase) decrease in prepaid expenses and
other assets (119) (3,288)
Increase (decrease) in accrued expenses and
other liabilities (60) 221
----------- -----------
Net cash provided by (used in)
operating activities 3,604 (158)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of investment securities 26,586 (19,986)
Proceeds on maturity of investment securities (45,371) 9,497
Net principal payments (origination) on loans (5,169) (14,377)
Proceeds from sale of foreclosed real estate 195 34
Purchase of mortgage-backed securities (38,065) (35,148)
Principal paydowns on mortgage-backed securities 42,680 14,818
Capital expenditures (679) (542)
Purchase of stock in FHLB Dallas (46) (509)
Investment in real estate 60 (64)
----------- -----------
Net cash used in investing activities (19,809) (46,277)
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in deposits 20,347 61,178
Net decrease in advances for taxes and insurance (1,899) (2,016)
Dividends paid (514) (432)
Advances from FHLB 5,000 22,500
Payment of FHLB advances (5,773) (34,229)
Proceeds from exercise of stock options 352 254
Purchase of Treasury stock - (1,977)
----------- -----------
Net cash provided by (used in) financing
activities 17,513 45,278
----------- -----------
Net increase (decrease)in cash and cash equiv. 1,308 (1,157)
----------- -----------
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 15,352 13,639
----------- -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 16,660 $ 12,482
=========== ===========
5
JACKSONVILLE BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE SIX MONTHS ENDED March 31, 2003
(DOLLARS IN THOUSANDS)
Unaudited
Total
Stockholders'
Equity
-------------
Balance at September 30, 2002 $ 39,209
Net earnings 3,062
Other comprehensive income - net change in
unrealized gain on securities available for sale 220
-------
Comprehensive income 3,282
Accrual of ESOP compensation 88
Cash dividends (514)
Proceeds from stock options 352
Treasury shares purchased -
Balance at March 31, 2003 $ 42,417
========
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 six and three month periods ended March 31,
2003 and 2002 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 six and three month periods ended March
31,2003 and 2002 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:
Six Months Ended Three Months Ended
March 31, March 31,
2003 2002 2003 2002
--------- --------- --------- ---------
Basic EPS - Average
shares outstanding 1,695,602 1,738,208 1,702,855 1,726,979
Effect of dilutive
stock options 120,297 87,763 118,060 86,774
--------- --------- --------- ---------
Diluted EPS - Average
shares outstanding 1,815,899 1,825,971 1,820,915 1,813,753
========= ========= ========= =========
NOTE 3 - RECLASSIFICATION OF PREVIOUS STATEMENTS
Certain items previously reported have been reclassified to conform with
the current period's reporting format.
Additionally, results for the three and six month periods ended March
31,2002 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 $38,000 and increase earnings per share by $.02
basic and $.02 diluted for the quarter ended March 31,2002. For the six months
ended March 31, 2002, the effect of this restatement is to increase the net
income by $63,000 and increase earnings per share by $.04 basic and $.03
diluted.
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
8
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.
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.
In December 2002, the FASB issued Statement No. 148, " Accounting for
Stock-Based Compensation - Transition and Disclosure." This Statement amends
FASB Statement No. 123, "Accounting for Stock-Based Compensation," to provide
alternative methods of transition for a voluntary change to the fair value
method of accounting for stock-based employee compensation. In addition, this
Statement amends the disclosure requirements of Statement No. 123 to require
prominent disclosures in both annual and interim financial statements about
the method of accounting for stock-based employee compensation and the effect
of the method used on reported results. This Statement is effective for
financial statements for fiscal years ending after December 15, 2002.
Management is currently evaluating the provisions of this Statement and its
impact on financial condition and results of operation. Currently, management
does not believe that adopting this statement will have a material impact on
its financial condition or results of operations.
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 March
31, 2003.
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. 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 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 March 31, 2003, the assets of Jacksonville totaled $446.1 million
compared to $425.3 million at September 30, 2002, an increase of $20.8
million. This increase was primarily due to an increase in investment
securities of $19.0 million; an increase in loans receivable, net of $4.5
million; offset by a decrease in mortgage backed securities of $4.6 million.
Cash on hand increased during the period ending March 31, 2003 to $4.5
million from the $4.0 million reported at September 30, 2002. Interest-
bearing deposits increased $754,000 to $12.1 million during the period
primarily due to an increase in deposits at the 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 $3.5 million
at March 31, 2003, while investment securities available-for-sale, increased
$23.5 million during the period. The $19.0 million net increase was primarily
the result of purchases of investment securities 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
management with more flexibility to manage these assets as market conditions
dictate.
Mortgage-backed securities, held-to-maturity, decreased from a total of
$37.7 million at September 30, 2002 to $14.3 million at March 31, 2003.
Mortgage backed securities, available-for-sale, increased $18.8 million during
the period. Mortgage-backed securities, available-for-sale and held-to-
maturity, decreased a net of $4.6 million 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 management with more flexibility to manage these
assets as market conditions dictate.
10
Loans receivable, net increased by $4.5 million from $265.1 million at
September 30, 2002, to $269.6 million at March 31, 2003. The increase was
primarily funded from increases in deposits. For the six month period ended
March 31, 2003, Jacksonville also originated $18.8 million in loans sold to
the secondary market compared to $17.8 million for the six month period ended
March 31, 2002. Of the total loans sold during the six months ended March
31, 2003, $3.3 million were whole loan sales, servicing released, with the
balance of $15.5 million sold with servicing retained.
Accrued interest receivable decreased $171,000 to $2.8 million at March
31, 2003.
Foreclosed real estate, net , increased from $87,000 at September 30,
2002 to $512,000 at March 31, 2003 primarily due to the foreclosure during the
period of a commercial office building with an acquisition value of $319,000.
Premises and equipment, net increased $411,000, during the period
primarily as a result of the renovations at the Palestine, Texas branch and at
the home office.
Investment in real estate at cost, decreased $60,000 during the period
primarily as a result of the sale of three lots in the Hallsville subdivision.
Goodwill and other intangible assets decreased $87,000 primarily as a result
of the amortization of the core base intangible resulting from the Carthage,
Texas branch acquisition.
All remaining asset classifications for March 31, 2003 remained
relatively comparable to those numbers disclosed at September 30, 2002.
The Company's nonperforming assets, which primarily consist of non-
accrual loans, real estate and other assets acquired through foreclosure
totaled $1.4 million or .32% of assets, at March 31, 2003, 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.
March 31, 2003 September 30, 2002
-------------- ------------------
(Dollars in thousands)
Mortgage Loans
Single family residential $588 $407
Multi-family residential - -
Commercial - -
Construction - -
Land 32 104
Business and Consumer Loans
Commercial business - -
Consumer 220 183
--- ---
Total nonperforming loans $840 $694
Real estate owned and other
acquired assets, net 584 87
----- ---
Total non-performing assets $1,424 $781
===== ===
Nonperforming loans to total
loans .31% .26%
Total nonperforming assets
to total assets .32% .18%
11
At March 31, 2003, the accrued interest reserve for mortgage loans and
non-mortgage loans for interest in excess of 90 days was $59,000 compared to
$41,000 at September 30, 2002. During the six month period ended March 31,
2003, no interest income was actually recorded on any loans after they were
placed on non-accrued status.
At March 31, 2003, liabilities of the Company totaled $403.7 million
compared to $386.0 million at September 30, 2002. Deposits grew $20.3 million
for the period from $353.9 million to $374.2 million at March 31, 2003. FHLB
advances decreased from $25.1 million at September 30, 2002 to $24.4 million
at March 31, 2003.
Advances from borrowers for taxes and insurance decreased from $4.0
million to $2.1 million at March 31, 2003. 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 decreased $60,000 during the
period.
Stockholders' equity increased during the six month period ended March
31, 2003 by $3.2 million from $39.2 million to $42.4 million. Common stock
and paid in capital increased a total of $402,000 during the period. This
increase was primarily a result of the receipt of $352,000 in proceeds from
the exercise of stock options during the period and a $50,000 increase in paid
in capital due to reflecting the change in the cost and current market value
of the ESOP shares released during the period. Retained earnings increased
from $32.3 million at September 30, 2002 to $34.9 million at March 31, 2003
primarily as a result of net income for the period less dividends.
Shares acquired by the Employee Stock Ownership Plan decreased by
$39,000 due to payments made on the ESOP loan during the period.
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 $596,000 at March 31,
2003 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 and six months ended March 31,
2003 and 2002.
Net earnings for the three months ended March 31, 2003 totaled $1.5
million compared to $1.5 million for the same period in 2002. Net interest
income after provision for losses on loans increased $81,000 from the prior
period. Non-interest income decreased $19,000 from $742,000 for the quarter
ended March 31, 2002 to $723,000 for the March 31, 2003 quarter. Non-interest
expense increased from $2.0 million for the quarter ended March 31, 2002 to
$2.1 million for the March 31, 2003 period. Federal income taxes decreased
$12,000 from $796,000 for the three months ended March 31, 2002 to $784,000
for the current quarter.
Net earnings for the six months ended March 31, 2003 equaled $3.1
million compared to $2.8 million for the same period in 2002, an increase of
10.9%. Net interest income after provision for losses on loans increased
$635,000 from $6.8 million at March 31, 2002 to $7.4 million at March 31,
2003. Non-interest income totaled $1.4 million for the six months ended March
12
31, 2002 compared to $1.4 million for the comparable period ended March 31,
2003. Non-interest expenses increased from $3.9 million to $4.2 million for
the comparable periods.
Net Interest Income
Total interest income decreased by $492,000 to $6.6 million for the
three months ended March 31, 2003 compared to the same period in the prior
year. Interest income from loans receivable decreased $338,000 due primarily
to a decrease in the average interest rate of loans in the comparative
periods. Interest on mortgage-backed securities decreased $237,000 from $1.1
million for the quarter ended March 31, 2002 to $882,000 for the quarter ended
March 31, 2003 due primarily to a decrease in the yield on the mortgage backed
securities portfolio. Interest on investment securities increased $105,000
from $370,000 for the quarter ended March 31, 2002 to $475,000 for the period
ended March 31, 2003 which is attributable to an increased investment
portfolio balance. Other interest income decreased from $72,000 for the three
month period ended March 31, 2002 to $50,000 for the comparable period ended
March 31, 2003. The decrease was primarily due to a reduction in interest
received on interest bearing deposits in the Federal Home Loan Bank and other
banks.
Total interest expense decreased by $590,000 for the three months ended
March 31, 2003 compared to the same period in 2002. Interest on deposits
decreased from $3.0 million for the three months ended March 31, 2002 to $2.6
million for the March 31, 2002 quarter, a 13.9% decrease. Interest on FHLB
advances decreased $171,000 for the comparable periods.
For the six months ended March 31, 2003, net interest income after
provision for loan losses increased by $635,000 to $7.4 million, a 9.4%
increase from the comparable period ended March 31, 2002. Total interest
income for the six month period ended March 31, 2003 was $13.6 million
compared to $14.0 million at March 31, 2002. Total interest expense decreased
to $6.1 million from $7.2 million for the comparable periods.
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 for the three month period
ended March 31, 2003 was increased by $17,000 to $42,000 compared to $25,000
for the quarter ended March 31, 2002. For the six month period ended March
31, 2003 the provision was $72,000 compared to $48,000 for the comparable
period in 2002.
13
The following table sets forth the activity in the Company's allowance
for loan losses during the periods indicated.
Six Months Ended Three Months Ended
March 31, March 31,
2003 2002 2003 2002
---- ---- ---- ----
Allowance at beginning
of period $1,291 $1,257 $1,318 $1,270
Provision for loan
losses 72 48 42 25
Charge-offs:
Consumer (19) (31) (15) (21)
Commercial business - - - -
Recoveries 1 2 - 2
------ ------ ------ ------
Net Charge-offs (18) (29) (15) (19)
------ ------ ------ ------
Allowance at end of
period $1,345 $1,276 $1,345 $1,276
====== ====== ====== ======
Allowance for loan
losses to total
nonperforming loans at
end of period 160% 205% 160% 250%
------ ------ ------ ------
Allowance for loan
losses to toal loans at
end of period .50% .49% .50% .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. Non-interest income decreased $19,000 from $742,000 for the three
month period ended March 31, 2003 to $723,000 from the comparable period in
2002. The decrease was primarily due to an increase in fees and deposit
service charges of $32,000; offset by a decrease of $23,000 in real estate
operations, net and a decrease in other non-interest income of $28,000. The
decrease in real estate operations, net was primarily due to the expenses
incurred with the increased level of foreclosed real estate.
For the six month period, non-interest income increased from $1.37
million at March 31, 2002 to $1.43 million at March 31, 2003 primarily due to
an increase in fees and deposit service charges of $87,000; offset by a
decrease in real estate operations, net of $5,000, a decrease in gain on
sale of investment securities of $9,000 and a decline in other non-interest
income of $4,000.
14
Non-Interest Expense
Non-interest expense increased to $2.1 million for the quarter ended
March 31, 2003 from $2.0 million for the quarter ended March 31, 2002. The
increase was primarily due to an increase in compensation and benefits of
$115,000; offset by a decrease of $41,000 in occupancy and equipment.
Non-interest expense increased by $255,000 for the six month period from
$3.9 million at March 31, 2002 to $4.2 million at March 31, 2003. This increase
was primarily due to an increase in compensation and benefits of $190,000; an
increase of $21,000 in occupancy and equipment, an increase in insurance expense
of $9,000, an increase in the amortization of intangible assets of $14,000 and
an increase in other non-interest expense of $21,000.
Taxes
The provision for income tax amounted to $784,000 and $1.6 million for the
three and six months ended March 31, 2003 respectively, compared to $796,000 and
$1.5 million for the three and six months ended March 31, 2002, respectively.
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 March 31, 2003 the Bank's liquidity was
$161.2 million with a liquidity ratio of 44.0%.
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 March
31, 2003, outstanding borrowings from the Federal Home Loan Bank of Dallas
totaled $24.4 million. The Company's borrowing limit with the Federal Home Loan
Bank is $208.9 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 March 31, 2003, the
Bank had Tier 1 leveraged capital, Tier 1 risk-based capital and total risk-
based capital levels of 8.01%, 15.06%, 15.64%, respectively, which levels exceed
all current regulatory capital standards. These capital levels exceeded the
minimum requirements at that date by approximately $17.6 million, $25.8 million,
and $17.8 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 Jacksonville
15
operates), the impact of competition for Jacksonville's customers from other
providers of financial services, the impact of government legislation and
regulation (which changes from time to time and over which Jacksonville
has no control), and other risks detailed in this Form 10-Q and in
Jacksonville'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. Jacksonville
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 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
16
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
March 31, 2003, would result in a 3.7% decrease in net interest income over
the next twelve months, while a 200 basis point decrease in rates would result
in a 6.3% 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 March 31, 2003, 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 17.7% at March 31, 2003, compared to a 41.5% decrease in
the market value of portfolio equity at March 31, 2002. A 200 basis point
decrease in interest rates would result in an estimated increase in the market
value of portfolio equity of 2.3% at March 31, 2003, compared to a 3.2%
increase in the market value of portfolio equity at March 31, 2002. The
Bank's policy limit for a 200 basis point increase in interest rates is
currently set at 50%.
At March 31, 2003 the Bank had $52.7 million in available-for-sale
investments and $70.8 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.
17
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 Bank.
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
(a) An Annual Meeting of Stockholders ("Annual Meeting") was held on
February 18, 2003 at 10:00 A.M.
(b) Not Applicable
(c) Two matters were voted upon at the Annual Meeting. The
stockholders approved matters brought before the Annual Meeting.
There were 1,761,824 shares of common stock entitled to be voted
at the Annual Meeting. There were no broker non-votes in
connection with the Annual Meeting. The matters voted upon
together with the applicable voting results were as follows:
(1) Proposal to elect three directors for a three-year term or
until their successors are elected and qualified - Jerry
Chancellor received votes for 1,534,205; withheld 64,551;
abstain 0; and not voted 163,068. Bill Taylor received
votes for 1,534,205; withheld 64,551; abstain 0; and not
voted 163,068. Joe Tollett received votes for 1,582,024;
withheld 16,732; abstain 0; and not voted 163,068.
(2) Proposal to ratify the appointment by the Board of Directors
of Henry & Peters, P.C., as the Company's independent
auditors for the fiscal year ending September 30, 2003;
received votes for 1,598,704; with 0 against; 52 abstaining
and not voting 163,068.
(d) Not Applicable
ITEM 5. OTHER INFORMATION
Not Applicable
18
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
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) 8K dated January 14, 2003 - Announces Death of Chairman of the Board
8K dated January 16, 2003 - Announces First Quarter Earnings
8K dated February 18,2003 - Announces Selection of New Director
8K dated March 11, 2003 - Announces Declaration of Cash Dividend
19
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: May 12, 2003 By: /s/Jerry Chancellor
------------------------------------
Jerry Chancellor, President and
Chief Executive Officer
DATE: May 12, 2003 By: /s/Bill W. Taylor
------------------------------------
Bill W. Taylor
Exec. Vice President and
Chief Financial Officer
20
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
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: May 12, 2003 /s/ Jerry M. Chancellor
-------------------------------------
Jerry M. Chancellor
President and Chief Executive Officer
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:
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: May 12, 2003 /s/ Bill W. Taylor
-------------------------------------
Bill W. Taylor
Executive Vice President and
Chief Financial Officer