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, 1998 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 identification no.) incorporation or organization) 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 Class of Common Stock Number of Shares Outstanding as of July 24, 1998 $0.50 par value 1,417,255 INDEX TO FORM 10-Q Part 1 Item 1 Consolidated Interim Financial Statements (Unaudited) Consolidated Balance Sheets at June 30, 1998 and December 31, 1997 1 Consolidated Statements of Income for the Three Months ended June 30, 1998 and 1997 2 Consolidated Statements of Income for the Six Months ended June 30, 1998 and 1997 3 Consolidated Statements of Cash Flows for the Six Months ended June 30, 1998 and 1997 4-5 Notes to Consolidated Interim Financial Statements 6-8 Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations 9-14 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 14 Item 5 Other Information NONE Item 6 Exhibits and Reports on Form 8-K NONE Item 7 Signatures 14 Jeffersonville Bancorp and Subsidiary Consolidated Balance Sheets June 30 , December 31, 1998 1997 ----------------- ------------------ (Unaudited) ASSETS Cash and due from banks .............................................. $ 6,290,000 $ 5,563,000 Federal funds sold .................................................... 4,700,000 1,600,000 --------- --------- CASH AND CASH EQUIVALENTS ..................................... 10,990,000 7,163,000 Securities available for sale, at fair value .......................... 75,502,000 70,793,000 Investment securities, estimated fair value of $3,621,000 in 1998 and $3,932,000 in 1997 ................................. 3,517,000 3,738,000 Loans, less allowance for loan losses of $2,091,000 in 1998 and $1,568,000 in 1997 ................................... 127,584,000 125,793,000 Accrued interest receivable ........................................... 1,371,000 1,291,000 Premises and equipment, net ........................................... 2,531,000 2,609,000 Federal Home Loan Bank stock .......................................... 825,000 753,000 Other real estate owned ............................................... 300,000 301,000 Cash surrender value of bank-owned life insurance ..................... 6,033,000 -- Other assets .......................................................... 1,193,000 1,218,000 --------- --------- TOTAL ASSETS ................................................ $ 229,846,000 $ 213,659,000 ============= ============= LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities Deposits: Demand deposits (non-interest bearing) ....................... $ 27,097,000 $ 23,545,000 NOW and super NOW deposits .................................... 29,765,000 27,973,000 Savings and insured money market deposits ..................... 53,234,000 54,513,000 Time deposits ................................................. 78,946,000 73,129,000 ---------- ---------- TOTAL DEPOSITS ............................................. 189,042,000 179,160,000 Federal Home Loan Bank advances .................................. 15,002,000 10,000,000 Short-term debt .................................................. 471,000 404,000 Accrued expenses and other liabilities ........................... 2,557,000 1,919,000 --------- --------- TOTAL LIABILITIES .......................................... 207,072,000 191,483,000 ----------- ----------- Series A preferred stock, no par value: 2,000,000 shares authorized, none issued ................. -- -- Common stock, $0.50 par value; 2,225,000 shares authorized ; 1,479,636 shares and 1,234,711 shares issued at June 30, 1998 and December 31, 1997, respectively ........................................ 740,000 617,000 Paid-in capital ............................................... 5,957,000 446,000 Treasury stock; at cost; 62,381 shares and 51,965 shares held at June 30, 1998 and December 31, 1997, respectively ..... (206,000) (206,000) Retained earnings ............................................. 15,805,000 20,766,000 Accumulated other comprehensive income ........................ 478,000 553,000 ---------- ---------- TOTAL STOCKHOLDERS' EQUITY ................................ 22,774,000 22,176,000 ---------- ---------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY .................................................... $ 229,846,000 $ 213,659,000 ============= ============= See accompanying notes to unaudited consolidated interim financial statements. 1 Jeffersonville Bancorp and Subsidiary Consolidated Statements of Income (Unaudited) For the Three Months Ended June 30, 1998 1997 --------- --------- INTEREST INCOME Loan interest and fees ....................... $ 3,016,000 $ 2,707,000 Securities: Taxable ................................. 907,000 753,000 Non-taxable ............................. 292,000 410,000 Federal funds sold ........................... 54,000 11,000 --------- --------- TOTAL INTEREST INCOME ........................ 4,269,000 3,881,000 --------- --------- INTEREST EXPENSE Deposits ..................................... 1,710,000 1,654,000 Federal Home Loan Bank advances .............. 192,000 71,000 Other ........................................ 8,000 23,000 --------- --------- TOTAL INTEREST EXPENSE ....................... 1,910,000 1,748,000 --------- --------- NET INTEREST INCOME .......................... 2,359,000 2,133,000 Provision for loan losses .................... 125,000 350,000 --------- --------- NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES ............... 2,234,000 1,783,000 --------- --------- NON-INTEREST INCOME Service charges .............................. 210,000 188,000 Net security gains ........................... 1,000 57,000 Other non-interest income .................... 194,000 164,000 --------- --------- 405,000 409,000 --------- --------- NON-INTEREST EXPENSES Salaries and wages ........................... 699,000 654,000 Employee benefits ............................ 256,000 231,000 Occupancy and equipment expenses ............. 266,000 294,000 Other real estate owned expenses (income), net 27,000 (1,000) Other non-interest expenses .................. 473,000 453,000 --------- --------- 1,721,000 1,631,000 --------- --------- Income before income taxes ................... 918,000 561,000 Income taxes ................................. (284,000) (90,000) -------- ------- NET INCOME ................................... $ 634,000 $ 471,000 =========== =========== Basic earnings per common share (1) $ 0.45 $ 0.33 =========== =========== Average common shares outstanding (1) 1,418,825 1,419,277 =========== =========== (1) Share and per share data has been adjusted for the effect of the 20% stock dividend distributed in February 1998. See accompanying notes to unaudited consolidated interim financial statements. 2 Jeffersonville Bancorp and Subsidiary Consolidated Statements of Income (Unaudited) For the Six Months Ended June 30, 1998 1997 -------------------- ------------------- INTEREST INCOME Loan interest and fees .............. $ 5,933,000 $ 5,390,000 Securities: Taxable ........................ 1,750,000 1,393,000 Non-taxable .................... 587,000 808,000 Federal funds sold .................. 101,000 39,000 --------- --------- TOTAL INTEREST INCOME ............... 8,371,000 7,630,000 --------- --------- INTEREST EXPENSE Deposits ............................ 3,359,000 3,235,000 Federal Home Loan Bank advances ..... 328,000 94,000 Other ............................... 16,000 29,000 --------- --------- TOTAL INTEREST EXPENSE .............. 3,703,000 3,358,000 --------- --------- NET INTEREST INCOME ................. 4,668,000 4,272,000 Provision for loan losses ........... 275,000 440,000 --------- --------- NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES ...... 4,393,000 3,832,000 --------- --------- NON-INTEREST INCOME Service charges ..................... 405,000 359,000 Net security gains .................. 12,000 53,000 Other non-interest income ........... 290,000 262,000 --------- --------- 707,000 674,000 --------- --------- Salaries and wages .................. 1,414,000 1,330,000 Employee benefits ................... 510,000 428,000 Occupancy and equipment expenses .... 535,000 585,000 Other real estate owned expenses, net 122,000 102,000 Other non-interest expenses ......... 914,000 878,000 --------- --------- 3,495,000 3,323,000 --------- --------- Income before income taxes .......... 1,605,000 1,183,000 Income taxes ........................ (461,000) (211,000 --------- --------- NET INCOME $ 1,144,000 $ 972,000 ============= ============ Basic earnings per common share (1) $ 0.81 $ 0.68 ============= ============ Average common shares outstanding (1) 1,419,040 1,419,277 ============= ============ (1) Share and per share data has been adjusted for the effect of the 20% stock dividend distributed in February 1998. See accompanying notes to unaudited consolidated interim financial statements. 3 Jeffersonville Bancorp and Subsidiary Consolidated Statements of Cash Flows (Unaudited) For the six months ended June 30, 1998 1997 OPERATING ACTIVITIES Net income .............................................. $ 1,144,000 $ 972,000 Adjustments to reconcile net income to net cash provided by operating activities: Provision for loan losses .......................... 275,000 440,000 Write down of other real estate owned ............. 83,000 79,000 Depreciation and amortization ...................... 243,000 227,000 Net security gains ................................. (12,000) (53,000) Increase in accrued interest receivable ............ (80,000) (68,000) Decrease in other assets ........................... 25,000 23,000 Increase in accrued expenses and other liabilities ......................... 690,000 165,000 Increase in cash value of bank owned life insurance .......................... (25,000) -- ------------ ------------ NET CASH PROVIDED BY OPERATING ACTIVITIES .............................. 2,343,000 1,785,000 ------------ ------------ INVESTING ACTIVITIES Proceeds from maturities and calls : Securities available for sale ........................ 16,146,000 4,630,000 Investment securities ................................ 439,000 484,000 Purchases: Securities available for sale ......................... (27,675,000) (13,561,000) Investment securities ................................. (218,000) (979,000) Proceeds from sales of securities available for sale .... 6,705,000 3,654,000 Dispursements for loan originations,net of principal collections ................................ (2,446,000) (6,583,000) Purchases of Federal Home Loan Bank stock ............... (72,000) (36,000) Net purchases of premises and equipment ................. (165,000) (291,000) Purchase of bank owned life insurance ................... (6,008,000) -- Proceeds from sale of other real estate owned ........... 298,000 448,000 ------------ ------------ NET CASH USED IN INVESTING ACTIVITIES ................... (12,996,000) (12,234,000) ------------ ------------ FINANCING ACTIVITIES Net increase in deposits ................................ 9,882,000 4,445,000 Net increase in short-term debt ......................... 67,000 3,496,000 Dividends paid .......................................... (425,000) (378,000) Purchase and retirement of common stock ................. (46,000) (1,000) Proceeds from Federal Home Loan Bank advances ........... 5,002,000 5,025,000 ------------ ------------ NET CASH PROVIDED BY FINANCING ACTIVITIES ............................... 14,480,000 12,587,000 ------------ ------------ NET INCREASE IN CASH AND CASH EQUIVALENTS ................................... 3,827,000 2,138,000 Cash and cash equivalents at beginning of period ........ 7,163,000 6,023,000 ------------ ------------ Cash and cash equivalents at end of period .............. $ 10,990,000 $ 8,161,000 ============ ============ 4 continued Jeffersonville Bancorp and Subsidiary Consolidated Statements of Cash Flows,Continued (Unaudited) For the six months ended June 30, 1998 1997 SUPPLEMENTAL INFORMATION Cash paid for: Interest $ 3,671,000 $ 3,383,000 ===================================== Income taxes $ 425,000 $ 145,000 ===================================== Transfers of loans to other real estate owned $ 380,000 $ 162,000 ===================================== Change in net unrealized gain on securities available for sale,net of tax $ (75,000) $ (231,000) ===================================== Deferred tax effect of change in net unrealized gain on securities available for sale $ 52,000 $ 151,000 ===================================== See accompanying notes to unaudited consolidated interim financial statements 5 JEFFERSONVILLE BANCORP NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS June 30, 1998 (Unaudited) A. Financial Statement Presentation In the opinion of Management of Jeffersonville Bancorp, the accompanying unaudited consolidated interim financial statements contain all adjustments necessary to present the financial position as of June 30, 1998 and December 31, 1997, the results of operations for the three and six month periods ended June 30, 1998 and 1997, and cash flows for the six month periods ended June 30, 1998 and 1997. 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 1997 Annual Report. B. Stock Dividend On January 14, 1998, the Company announced a 20% stock dividend payable on February 10, 1998 to common stockholders of record as of January 27, 1998. Under the terms of the dividend, stockholders received a dividend of one share of common stock for every five shares owned as of the record date, plus cash in lieu of any fractional shares. A total of 246,406 common shares were issued in connection with the stock dividend. The fair value of the shares issued ($5.7 million) was charged to retained earnings, with a corresponding combined increase in common stock and paid-in capital 6 C. Comprehensive Income On January 1, 1998, the Company adopted the provisions of Statement of Financial Accounting Sandards (SFAS) No. 130, "Reporting Comprehensive Income". This Statement establishes standards for reporting and display of comprehensive income and its components. Comprehensive income includes the reported net income of a company adjusted for items that are currently accounted for as direct entries to equity, such as unrealized gains and losses on securities available for sale, foreign currency items and minimum pension liability adjustments. For the Company, comprehensive income currently represents net income plus the net change during the period in net unrealized gains or losses on securities available for sale. The Company's accumulated other comprehensive income at June 30, 1998 and December 31, 1997 represents the after-tax net unrealized gain on securities available for sale. Comprehensive income for the three month periods ended June 30, 1998 and 1997 was $612,000 and $163,000, respectively. Comprehensive income for the six month periods ended June 30, 1998 and 1997 was $1,069,000 and $741,000, respectively. The following summarizes the components of other comprehensive income: Six Months Ended June 30, 1998: ------------------------------- Net unrealized holding losses arising during periods, net of tax (pre-tax amount of $125,000) $ (75,000) Reclassification adjustment for net gain realized in net income during the period, net of tax (pre-tax amount of $(12,000) (7,000) ------ Other comprehensive income $ (82,000) ========= Six Months Ended June 30, 1997: ------------------------------- Net unrealized holding losses arising during periods, net of tax (pre-tax amount of $385,000) $ (231,000) Reclassification adjustment for net gain realized in net income during the period, net of tax (pre-tax amount of $(12,000) (7,000) ------ Other comprehensive income $(263,000) ========= Net unrealized holding losses arising during the period, net of tax (pre-tax amount of $385,000) $ (231,000) Reclassification adjustment for net gains realized in net income during the period, net of tax (pre-tax amount of $53,000) (32,000) Other comprehensive income $ (263,000) 7 D New Accounting Pronouncement In June1998, the FASB issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities," which establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. This Statement is effective for all fiscal quarters of fiscal years beginning after June 15, 1999. Management is currently evaluating the impact of this Statement on the Company's consolidated financial statements. 8 Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations A. Overview - Financial Condition During the period from December 31, 1997 to June 30, 1998, total assets increased $16,187,000 or 7.58%. Federal funds sold increased $3,100,000 as increased deposit funds were available after loan demand was satisfied. The funds were deployed in federal funds sold to enhance liquidity, while receiving a satisfactory return. Securities available for sale increased $4,709,000 or 6.65% during the six month period. During the second quarter, purchases of available for sale securities were $6,033,000, including $5,000,000 purchased in a leverage transaction funded with Federal Home Loan Bank advances. Net loans increased from $125,793,000 at year end 1997 to $127,584,000 at June 30, 1998, an increase of $1,791,000 or 1.42%. Net loans decreased $183,000 from March 31, 1998 to June 30, 1998, reflecting limited loan demand. Loan demand was unseasonally low in all areas of lending for the second quarter due to increased competition from other lenders. Deposits increased from $179,160,000 at December 31, 1997 to $189,042,000 at June 30, 1998, an increase of $9,882,000 or 5.52%. Deposits only grew $1,283,000, or 0.68%,6 during the second quarter which can be attributed to increased competition from other banks and mutual funds. Growth 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, continues to be a popular option. Demand deposits increased from $23,545,000 at December 31, 1997 to $27,097,000 at June 30, 1998, an increase of $3,552,000 or 15.09%. Inflow of these lower cost deposits is important to offset the cost of the higher priced funds. Total stockholders' equity of $22,176,000 at December 31, 1997 increased $598,000 or 2.70% to $22,774,000 at June 30, 1998. This increase was the result of net income of $1,144,000, less a decrease of $75,000 in accumulated other comprehensive income, dividend payments of $425,000, and common shares purchased and retired for $46,000. 9 B. 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 $275,000 for the six months ended June 30, 1998 compared to $440,000 for the six months ended June 30, 1997. Total charge offs for the 1998 six month period were $162,000 compared to $633,000 for the same period in the prior year, while recoveries increased from $50,000 for the six month period ending in 1997 to $117,000 for the same period in 1998. The amounts represent net charge-offs of $45,000 for the first half of 1998 verses $583,000 for the same period in the prior year. Based on management's analysis of the loan portfolio, management believes the current level of the allowance is adequate. Changes in the allowance for loan losses are summarized as follows for the six month periods ended June 30: 1998 1997 ---- ---- Balance at beginning of period $ 1,862,000 $ 1,711,000 Provision for loan losses .... 275,000 440,000 Loans charged off ............ (163,000) (633,000) Recoveries ................... 117,000 50,000 Balance at end of period ..... $ 2,091,000 $ 1,568,000 =========== =========== Net charge-offs as a percentage of average outstanding loans ... 0.04% 0.49% ==== ==== Allowance for loan losses to: Total loans ............... 1.61% 1.27% ==== ==== Total non-performing loans 65.3% 32.2% ==== ==== 10 C. Non Accrual and Past Due Loans Non-performing loans are summarized as follows at June 30: 1998 1997 ---- ---- Non-accrual loans ............ $2,114,000 $3,026,000 Loans past due 90 days or more and still accruing interest 1,090,000 793,000 Restructured loans ........... 1,045,000 ---------- .......... Total non-performing loans ... $3,204,000 $4,864,000 Non-performing loans as a percentage of total loans ... 2.47% 3.95% The effects of non-accrual and restructured loans on interest income were as follows for the six months ended June 30, 1998: Interest contractually due at original rates $102,897 Interest income recognized ................. 65,006 Interest income not recognized ............. $ 37,891 As of June 30, 1998 and 1997, the recorded investment in loans considered to be impaired under SFAS No.114 totaled $527,000 and $1,387,000, respectively. There was no allowance for loan impairment under SFAS No.114 at either date, primarily due to prior charge offs and the adequacy of collateral values on these loans. D. Capital On January 14, 1998, the Company announced a 20% stock dividend payable on February 10, 1998 to common stockholders of record as of January 27, 1998. Under the terms of the dividend, stockholders received a dividend of one share of common stock for every five shares owned as of the record date, plus cash in lieu of any fractional shares. A total of 246,406 common shares were issued in connection with the stock dividend. In January 1998, the board of directors allocated $1,000,000 for the repurchase and retirement of common stock on the open market. As of June 30, 1998, 2,000 shares have been repurchased and retired at a cost of $46,000. 11 Under the Federal Reserve Bank's risk-based capital rules, the Company's Tier I risk-based capital was 17.2% and total risk-based capital was 18.5% of risk-weighted assets at June 30, 1998. These risk-based capital ratios are well above the minimum regulatory requirements of 4.0% for Tier I capital and 8.0% for total capital. The Company's leverage ratio (Tier I capital to average assets) of 10.1% at June 30, 1998 is well above the 4.0% minimum regulatory requirement. The following table shows the Company's actual capital measurements compared to the minimum regulatory requirements at June 30, 1998. TIER I CAPITAL Stockholders' equity, excluding the after-tax net unrealized gain on securities available for sale .. $ 22,296,000 TIER II CAPITAL Allowance for loan losses1 ............. 1,623,000 Total risk-based capital ............... $ 23,919,000 Risk-weighted assets2 .................. $129,797,000 Average assets ......................... $221,497,000 RATIOS Tier I risk-based capital (minimum 4.0%) 17.2% Total risk-based capital (minimum 8.0%) 18.5% Leverage (minimum 4.0%) ................ 10.1% 1 The allowance for loan losses is limited to 1.25% of risk-weighted assets for the purpose of this calculation. 2 Risk-weighted assets have been reduced for excess allowance for loan losses excluded from total risk-based capital 12 E. Results of Operations Net Income Net income for the first six months of 1998 was $1,144,000 compared to $972,000 for the same period in 1997. The Company's annualized return on average assets was 1.03% compared to 0.94% in the same period last year. The return on average stockholders' equity was 10.19% and 9.25% for the first six months of 1998 and 1997, respectively. Interest Income and Expense Total tax equivalent interest income increased $636,000 or 7.9% in the first six months of 1998 compared to the same period in 1997. The overall yield on interest earning assets was up 4 basis points from 8.19% for the six months ended June 30, 1997 to 8.23% for the same period in 1998. The increase in interest income on earning assets was also enhanced by an increase in average earning assets. The total average balance for earning assets was $210,297,000 for the six month period ended June 30, 1998 compared to $195,936,000 for the same six month period in 1997 The overall yield on the loan portfolio increased by 26 basis points to 9.18% from 8.92% for the first six months of 1998 compared to the same period in 1997. The average yield on real estate mortgage loans, the major portion of the loan portfolio, also increased 29 basis points to 8.74% in 1998 from 8.45% for the 1997 six month period. The tax equivalent yield on investment securities decreased 22 basis points from 7.06% in 1997 to 6.84% in 1998. The yield on interest bearing liabilities increased from 4.20% for the six month period ended June 30, 1997 to 4.34% for the same period in 1998. The overall net interest margin decreased 5 basis points from 4.76% in the first six months of 1997 to 4.71% in the first six months of 1998. 13 Non-Interest Income and Expense Non-interest income for the first six months of 1998 increased $33,000 or 4.9% compared to the same period in 1997. Changes in service charge policies accounted for most of the increase. Income on bank-owned life insurances policies of $25,000 in 1998 was offset by a $41,000 decrease in net security gains in 1998 compaed to last year. The bank purchased cash value life insurance policies on the lives of directors and officers. The policies are owned by the bank and are designed to enhance the benefit structure and increase non-interest income. Non-interest expenses were $3,495,000 for the first six months of 1998 compared to $3,323,000 for the same period in 1997, an increase of $172,000 or 5.18%. This increase reflects a $166,000 increase in compensation and benefits costs, primarily due to higher employee benefit costs and salary adjustments for the existing staff to maintain the Company's competitive position. Item 4: Submission of Matters to a Vote of Security Holders On April 28, 1998, the annual meeting of shareholders was held. The election of Four Class III directors resulted in the reelection of Douglas A.Heinle,James F. Roche,Frederick W.V. Schadt,and Gilbert E Weiss to a three year term. The proposal to ratify the firm of KPMG Peat Marwick LLP as independent auditors for the fiscal year ending December 31, 1998 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 12, 1998 /s/ -------------------- K. Dwayne Rhodes Treasurer and Chief Accounting Officer 14