Form 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter ended June 30, 1997 Commission File Number: 0-19212 JEFFERSONVILLE BANCORP (Exact name of Registrant as specified in its charter) New York 22-2385448 -------- ---------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) identification No.) P. O. Box 398, Jeffersonville, New York 12748 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (914) 482-4000 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 proceeding 12 months (or for such shorter period that the Registrant was required to file such report(s) and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate the number of shares outstanding of each of the Issuer's classes of common stock, as of the latest practicable date: Number of Shares Outstanding Class of Common Stock as of July 14, 1997 --------------------- ------------------- $0.50 par value 1,182,727 INDEX TO FORM 10-Q Part 1 Item 1 Consolidated Interim Financial Statements (Unaudited) Consolidated Balance Sheets at June 30, 1997 and December 31, 1996 ....................... 1 Consolidated Statements of Income for the Six Months ended June 30, 1997 and 1996 ....................... 2 Consolidated Statements of Income for the Three Months ended June 30, 1997 and 1996 ....................... 3 Consolidated Statements of Cash Flows for the Six Months ended June 30, 1997 and 1996 ....................... 4-5 Notes to Consolidated Interim Financial Statements ........ 6 Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations ....................... 7-8 Part 2 Item 1 Legal Proceedings ......................................... NONE Item 2 Changes in Securities ..................................... NONE Item 3 Defaults upon Senior Securities ........................... NONE Item 4 Submission of Matters to a Vote of Security Holders ....... 9 Item 5 Other Information ......................................... NONE Item 6 Exhibits and Reports on Form 8-K .......................... NONE Signatures ........................................................ 9 Jeffersonville Bancorp and Subsidiary Consolidated Balance Sheets June 30, December 31, 1997 1996 -------------------- ------------------- (Unaudited) ASSETS Cash and due from banks ................................ $ 8,161,000 $ 4,723,000 Federal funds sold ...................................... -- 1,300,000 ------------- ------------- CASH AND CASH EQUIVALENTS ....................... 8,161,000 6,023,000 ------------- ------------- Securities available for sale, at fair value ............ 69,782,000 64,842,000 Investment securities, estimated fair value of $3,932,000 in 1997 and $3,518,000 in 1996 ................... 3,896,000 3,401,000 Loans, less allowance for loan losses of $1,568,000 in 1997 and $1,711,000 in 1996 ..................... 121,586,000 115,605,000 Accrued interest receivable ............................. 1,236,000 1,168,000 Federal Home Loan Bank stock ............................ 753,000 717,000 Premises and equipment .................................. 2,666,000 2,602,000 Other real estate owned ................................. 466,000 831,000 Other assets ............................................ 1,128,000 924,000 ------------- ------------- TOTAL ASSETS .................................. $ 209,674,000 $ 196,113,000 ============= ============= LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities Deposits: Demand deposits (non-interest bearing) ......... $ 25,644,000 $ 22,044,000 Now and super now deposits ...................... 26,415,000 26,541,000 Savings and insured money market deposits ....... 51,067,000 53,665,000 Time deposits ................................... 74,249,000 70,680,000 ------------- ------------- TOTAL DEPOSITS ............................... 177,375,000 172,930,000 ------------- ------------- Federal funds purchased and other short-term debt 4,025,000 529,000 Federal Home Loan Bank advances ................. 5,025,000 -- Accrued expenses and other liabilities .......... 1,912,000 1,679,000 ------------- ------------- TOTAL LIABILITIES ............................ 188,337,000 175,138,000 ------------- ------------- Stockholders' equity: Series A preferred stock,no par value: 2,000,000 shares authorized, none issued ... -- -- Common stock; $.50 par value; 2,225,000 shares authorized; 1,234,711 shares issued and 1,182,727 shares outstanding ................ 617,000 617,000 Paid-in capital ................................. 446,000 447,000 Treasury stock, 51,984 shares ................... (206,000) (206,000) Undivided profits ............................... 20,389,000 19,795,000 Net unrealized gain on securities available for sale, net of tax ............................ 91,000 322,000 ------------- ------------- TOTAL STOCKHOLDERS' EQUITY .................. 21,337,000 20,975,000 ------------- ------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ...................................... $ 209,674,000 $ 196,113,000 ============= ============= See accompanying notes to consolidated interim financial statements. -1- Jeffersonville Bancorp and Subsidiary Consolidated Statements of Income For the Six Months Ended June 30, 1997 1996 ---------------- -------------- (Unaudited) (Unaudited) INTEREST INCOME Loan interest and fees ....................... $ 5,390,000 $ 5,199,000 Federal funds sold ........................... 39,000 53,000 Investment securities and securities available for sale Taxable ................................. 1,393,000 1,360,000 Non-taxable ............................. 808,000 797,000 ----------- ----------- 7,630,000 7,409,000 ----------- ----------- INTEREST EXPENSE Deposits ..................................... 3,235,000 3,011,000 Federal funds purchased and other short-term debt ................... 29,000 37,000 Federal Home Loan Bank advances .............. 94,000 45,000 ----------- ----------- TOTAL INTEREST EXPENSE ....................... 3,358,000 3,093,000 ----------- ----------- NET INTEREST INCOME .......................... 4,272,000 4,316,000 Provision for loan losses .................... (440,000) (60,000) NET INTEREST INCOME AFTER ----------- ----------- PROVISION FOR LOAN LOSSES ............... 3,832,000 4,256,000 ----------- ----------- OPERATING INCOME Service charges .............................. 359,000 326,000 Gains on sale of securities available for sale, net .......................... 53,000 -- Other operating income ....................... 262,000 204,000 ----------- ----------- 674,000 530,000 ----------- ----------- OPERATING EXPENSES Salaries and wages ........................... 1,330,000 1,306,000 Employee benefits ............................ 428,000 417,000 Occupancy and equipment ...................... 585,000 459,000 Other real estate owned, net ................. 102,000 225,000 Other operating expenses ..................... 878,000 848,000 ----------- ----------- 3,323,000 3,255,000 ----------- ----------- Income before income taxes 1,183,000 1,531,000 Income taxes (211,000) (320,000) ----------- ----------- NET INCOME ................................... $ 972,000 $ 1,211,000 =========== =========== Net income per share ......................... $ 0.82 $ 1.00 =========== =========== Shares outstanding ........................... 1,182,731 1,211,806 ========= ========= See accompanying notes to consolidated interim financial statements. -2- Jeffersonville Bancorp and Subsidiary Consolidated Statements of Income For the Three Months Ended June 30, 1997 1996 ------------------- --------------- (Unaudited) (Unaudited) INTEREST INCOME Loan interest and fees ....................... $ 2,707,000 $ 2,641,000 Federal funds sold ........................... 11,000 0 Investment securities and securities available for sale Taxable ................................. 753,000 702,000 Non-taxable ............................. 410,000 409,000 ----------- ----------- TOTAL INTEREST INCOME ........................ 3,881,000 3,752,000 ----------- ----------- INTEREST EXPENSE Deposits ..................................... 1,654,000 1,501,000 Federal funds purchased and other short-term debt ................... 23,000 34,000 Federal Home Loan Bank advances .............. 71,000 22,000 ----------- ----------- TOTAL INTEREST EXPENSE ....................... 1,748,000 1,557,000 ----------- ----------- NET INTEREST INCOME .......................... 2,133,000 2,195,000 Provision for loan losses .................... (350,000) (60,000) ----------- ----------- NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES ............... 1,783,000 2,135,000 ----------- ----------- OPERATING INCOME Service charges .............................. 188,000 163,000 Gains on sales of securities available for sales, net ......................... 57,000 -- Other operating income ....................... 164,000 147,000 ----------- ----------- 409,000 310,000 OPERATING EXPENSES Salaries and wages ........................... 654,000 648,000 Employee benefits ............................ 231,000 227,000 Occupancy and equipment ...................... 294,000 236,000 Other real estate owned , net ................ (1,000) 171,000 Other operating expenses ..................... 453,000 455,000 ----------- ----------- 1,631,000 1,737,000 ----------- ----------- Income before income taxes ................... 561,000 708,000 Income taxes ................................. (90,000) (119,000) ----------- ----------- NET INCOME ................................... $ 471,000 $ 589,000 =========== =========== Net income per share ......................... $ 0.40 $ 0.49 =========== =========== Shares outstanding ........................... 1,182,727 1,197,180 ========= ========= See accompanying notes to consolidated interim financial statements. -3- Jeffersonville Bancorp and Subsidiary Consolidated Statemments of Cash Flows Six months ended June 30, 1997 1996 OPERATING ACTIVITIES (Unaudited) (Unaudited) Net income ....................................... $ 972,000 $ 1,211,000 Adjustments to reconcile net income to net cash provided by operating activities: Write down of other real estate owned ...... 79,000 12,000 Provision for loan losses ................... 440,000 60,000 Depreciation and amortization ............... 227,000 163,000 Gain on sales of securities available for sale , net .......................... (53,000) -- Increase in accrued interest receivable ..... (68,000) (72,000) Decrease in other assets .................... 23,000 195,000 Increase (decrease) in accrued expenses and other liabilities .................. 165,000 (21,000) ------------ ------------ TOTAL ADJUSTMENTS ................................ 813,000 337,000 NET CASH PROVIDED BY OPERATING ACTIVITIES ....................... 1,785,000 1,548,000 ------------ ------------ INVESTING ACTIVITIES Proceeds from maturities and calls of securities available for sale ........................ 4,630,000 6,666,000 Proceeds from sales of securities available for sale ......................... 3,654,000 500,000 Purchases of securities available for sale ....... (13,561,000) (17,721,000) Purchases of Federal Home Loan Bank stock ........ (36,000) -- Proceeds from maturities and calls of investment securities ................................ 484,000 309,000 Purchases of investment securities ............... (979,000) (640,000) Net increase in loans ............................ (6,583,000) (3,593,000) Purchases of premises and equipment .............. (291,000) (356,000) Cash proceeds from sale of other real estate owned 448,000 310,000 ------------ ------------ NET CASH USED BY INVESTING ACTIVITIES ............ (12,234,000) (14,525,000) ------------ ------------ FINANCING ACTIVITIES Net increase in deposits accounts ................ 4,445,000 6,838,000 Net increase in short-term debt .................. 3,496,000 2,372,000 Dividends paid ................................... (378,000) (382,000) Purchase and retirement of common stock .......... (1,000) (805,000) Proceeds from Federal Home Loan Bank advances .... 5,025,000 21,000 ------------ ------------ NET CASH PROVIDED BY FINANCING ACTIVITIES ........................ 12,587,000 8,044,000 ------------ ------------ NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ............................ 2,138,000 (4,933,000) Cash and cash equivalents at beginning of period . 6,023,000 10,038,000 ------------ ------------ Cash and cash equivalents at end of period ....... $ 8,161,000 $ 5,105,000 ============ ============ ```````````` continued -4- Jeffersonville Bancorp and Subsidiary Consolidated Statemments of Cash Flows Supplemental information cash paid for: Interest ................................... $ 3,383,000 $3,044,000 =========== ========== Taxes ...................................... $ 145,000 $ 318,000 =========== ========== Transfers of loans to other real estate owned ........ $ 162,000 $ 434,000 =========== ========== Change in net unrealized (gain) loss on securities available for sale,net of tax ..................... $ (231,000) $ 764,000 =========== ========== Change in deferred tax (benefit) on unrealized gain (loss) on securities available for sale ...... $ 151,000 $ 310,000 =========== ========== See accompanying notes to consolidated interim financial statements. -5- JEFFERSONVILLE BANCORP AND SUBSIDIARY NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS June 30, 1997 (Unaudited) A. Financial Statement Presentation In the opinion of Management of Jeffersonville Bancorp, the accompanying unaudited interim Consolidated Financial Statements contain all adjustments necessary to present fairly, in conformity with generally accepted accounting principels the financial position as of June 30, 1997 and December 31, 1996, the Results of Operations for the six month periods and three month periods ended June 30, 1997 and 1996, and the Cash Flows for the six month periods ended June 30, 1997 and 1996. All adjustments are normal and recurring. The accompanying unaudited consolidated interim financial statements should be read in conjunction with Jeffersonville Bancorp's consolidated year-end financial statements, including notes thereto, which are included in Jeffersonville Bancorp's 1996 Annual Report. B. Earnings per share Earnings per share was calculated for the six month periods ended June 30, 1997 and 1996 based on weighted average shares outstanding of 1,182,731 and 1,211,806, respectively, and for the three month periods ended June 30, 1997 and 1996 based on weighted average shares outstanding of 1,182,727 and 1,197,180, respectively. -6- Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations A. Financial Condition During the period from December 31, 1996 to June 30, 1997, total assets increased $13,561,000 or 6.91%. Investment securities available for sale increased $4,940,000 or 7.62%. This increase was the result a $5,000,000 deployment of funds borrowed and invested in U.S. Government Agency Securities. During the period, $3,526,000 of tax exempt securities were sold and reinvested in taxable issues in order to improve yields, provide liquidity and reduce the impact of the alternative minimum tax. Federal funds sold, a short term investment, was reduced from $1,300,000 to zero as part of the funds redeployment. Net loans increased from $115,605,000 at year end 1996 to $121,586,000 at June 30, 1997, an increase of $5,981,000 or 5.17%. The new Home Equity Loan product which was successfully launched during the first quarter of 1996 now stands at $5,837,000, an increase of $1,506,000 from December 31,1996 Deposits increased from $172,930,000 at December 31, 1996 to $177,395,000 at June 30, 1997, an increase of $4,445,000 or 2.57%. Growth in deposits occurred in Time Deposits as funds flowed from savings accounts to benefit from higher rates. The 18 month Escalator, an account that allows one rate modification during its term, was a popular option. Deposit growth was also favorably affected by the opening of two new supermarket branches in the summer of 1996 and one new supermarket branch in February 1997. Total stockholders' equity of $20,975,000 at December 31, 1996 increased $412,000 or 1.96%. to $21,387,000 at June 30, 1997. This increase was the result of net current earnings of $972,000, less a decrease in the net unrealized gain on securities available for sale, net of tax, of $231,000 and dividendspaid of $378,000. In January, the board of directors allocated $1,000,000 for the repurchase and retirement of common stock on the open market. No shares have been repurchased as of June 30, 1997 from this allocation. B. Results of Operations Net income for the first six months of 1997 was $1,022,000 compared to $1,211,000 for the same period in 1996, a decrease of 20.89%. The Company's annualized return on average assets was .99% compared to 1.24% in the same period last year. The annualized return on average stockholders' equity was 9.73% and 11.74% for the first six months of 1997 and 1996, respectively. -7- Net Interest Income Tax equivalent interest income was increased $188,000 or 1.56% in the first six months of 1997 compared to the same period in 1996. The yield on investment securities decreased 16 basis points from 7.22% in 1996 to 7.06% in 1997. The average yield on real estate mortgages loans, the major portion of the loan portfolio also declined 33 basis points to 8.45% from 8.78% for the six month period. Commercial loan and installment loan yields also declined. The overall yield on interest earning assets was down 27 basis points from 8.46% for the six months ended June 30, 1996 to 8.19% for the same period in 1997. The average balance for earning assets was $195,936,000 for the six month period ended June 30, 1997 compared to $185,279,000 for the same period in 1996. The higher average balances more than offset the effect of lower yields. The yield on interest bearing liabilities increased 10 basis points from 4.10% for the first six months of 1996 to 4.20% for the same period in 1997. The overall net interest margin decreased 36 basis points from 5.12% in 1996 to 4.76% in 1997. Provision for Loan Losses The provision for loan losses reflects management's assessment of the risk inherent in the loan portfolio, the general state of the economy and past loan experience. The provision for loan losses was $440,000 for the six months ended June 30, 1997 compared to $60,000 for the same period in 1996. The net loan charge offs for the 1997 six month period were $583,000 compared to $59,000 for the same period last year. This increase in the 1997 provision for loan loss was necessary to compensate for two commercial loans that were charged off in the second quarter. Management is not presently aware of any other probable loan losses of this magnitude which could be incurred during the remaindere of 1997. Based on management's analysis of the loan portfolio, management believes the current level of the allowance at $1,568,000 is adequate. Operating Income and Expense Operating income for the first six months of 1997 increased $91,000 or 17.17% compared to the same period in 1996. ATM transaction fees instituted in November 1996 and security gains accounted for the majority of the increase. Operating expenses were at $3,323,000 for the first six months of 1997 compared to 3,255,000 for the same period in 1996, an increase of $68,000 or 2.09%. The 1997 amount reflects of increased occupancy expense at the three new supermarket branch facilities and a new computer main frame. The cost to maintain and liquidate foreclosed properties was partially offset by gains realized on property sales, resulting in a lower net lost in the six months ended June 30, 1997. Other operating expenses increased 3.54% to reach $878,000 for the six months ended June 30, 1997. This increase reflects generally higher expenses as the result of growth and expansion. -8- Item 4: Submission of Matters to a Vote of Security Holders On April 29, 1997, the annual meeting of shareholders was held. The election of Five Class II directors resulted in the reelection of John W. Galligan, Solomon Katzoff, Arthur E. Keesler, Raymond L. Walter and Earl A. Wilde. The proposal to ratify the firm of KPMG Peat Marwick LLP as independent auditors for the fiscal year ending December 31, 1997 was approved. 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. JEFFERSONVILLE BANCORP Date: August 15, 1997 By: /s/ K. Dwayne Rhodes -------------------------------------- K. Dwayne Rhodes Treasurer and Chief Accounting Officer