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 March 31, 1999 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: Number of Shares Outstanding Class of Common Stock as of May 5, 1999 --------------------- ----------------- $0.50 par value 1,394,714 INDEX TO FORM 10-Q Page Part 1 Item 1 Consolidated Interim Financial Statements (Unaudited) Consolidated Balance Sheets at March 31, 1999 and December 31, 1998 1 Consolidated Statements of Income for the Three Months Ended March 31, 1999 and 1998 2 Consolidated Statements of Cash Flows for the Three Months Ended March 31, 1999 and 1998 3-4 Notes to Consolidated Interim Financial Statements 5-7 Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations 8-18 Item 3 Quantitative and Qualitative Disclosures about Market 19 Risk Part 2 Item 1 Legal Proceedings NONE Item 2 Changes in Securities and Use of Proceeds NONE Item 3 Defaults upon Senior Securities NONE Item 4 Submission of Matters to a Vote of Security Holders NONE Item 5 Other Information NONE Item 6 Exhibits and Reports on Form 8-K NONE Signatures 19 Jeffersonville Bancorp and Subsidiary Consolidated Balance Sheets March 31, December 31, 1999 1998 ------------------- ------------------- (Unaudited) ASSETS Cash and due from banks $ 7,465,000 $ 8,203,000 Securities available for sale, at fair value 91,637,000 88,891,000 Securities held to maturity, estimated fair value of $3,942,000 in 1999 and $3,755,000 in 1998 3,807,000 3,602,000 Loans, net of allowance for loan losses of $2,322,000 in 1999 and $2,310,000 in 1998 136,654,000 130,031,000 Accrued interest receivable 1,762,000 1,392,000 Premises and equipment, net 2,667,000 2,681,000 Federal Home Loan Bank stock 1,200,000 1,160,000 Other real estate owned 565,000 535,000 Cash surrender value of bank-owned life insurance 6,267,000 6,183,000 Other assets 1,392,000 1,175,000 ------------------- ------------------- TOTAL ASSETS $ 253,416,000 $ 243,853,000 =================== =================== LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities Deposits: Demand deposits (non-interest bearing) $ 28,541,000 $ 31,287,000 NOW and super NOW accounts 28,141,000 28,726,000 Savings and insured money market deposits 56,085,000 56,089,000 Time deposits 92,255,000 82,012,000 ------------------- ------------------- TOTAL DEPOSITS 205,022,000 198,114,000 Federal Home Loan Bank borrowings 20,000,000 20,000,000 Short-term debt 3,221,000 334,000 Accrued expenses and other liabilities 2,094,000 2,388,000 ------------------- ------------------- TOTAL LIABILITIES 230,337,000 220,836,000 ------------------- ------------------- Stockholders' equity: 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 ; 1,457,520 shares and 1,468,276 shares issued at March 31, 1999 and December 31, 1998, respectively 729,000 734,000 Paid-in capital 5,223,000 5,431,000 Treasury stock, at cost; 62,381 shares at March 31,1999 and December 31, 1998 (206,000) (206,000) Retained earnings 17,320,000 16,795,000 Accumulated other comprehensive income 13,000 263,000 ------------------- ------------------- TOTAL STOCKHOLDERS' EQUITY 23,079,000 23,017,000 ------------------- ------------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 253,416,000 $ 243,853,000 ============= ============= See accompanying notes to unaudited consolidated interim financial statements. 1 Jeffersonville Bancorp and Subsidiary Consolidated Statements of Income (Unaudited) For the Three Months Ended March 31, 1999 1998 ----------- ---------- INTEREST INCOME Loan interest and fees ....................... $ 3,023,000 $ 2,917,000 Securities: Taxable ................................. 1,161,000 843,000 Non-taxable ............................. 299,000 295,000 Federal funds sold ........................... 8,000 47,000 ----------- ----------- TOTAL INTEREST INCOME ........................ 4,491,000 4,102,000 ----------- ----------- INTEREST EXPENSE Deposits ..................................... 1,620,000 1,649,000 Federal Home Loan Bank borrowings ............ 282,000 136,000 Other ........................................ 18,000 8,000 ----------- ----------- TOTAL INTEREST EXPENSE ....................... 1,920,000 1,793,000 ----------- ----------- NET INTEREST INCOME .......................... 2,571,000 2,309,000 Provision for loan losses .................... 75,000 150,000 ----------- ----------- NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES ............... 2,496,000 2,159,000 ----------- ----------- NON-INTEREST INCOME Service charges .............................. 226,000 195,000 Increase in cash surrender value of bank-owned life insurance ........... 116,000 -- Net security gains ........................... 7,000 11,000 Other non-interest income .................... 78,000 96,000 ----------- ----------- TOTAL NON-INTEREST INCOME .................... 427,000 302,000 ----------- ----------- NON-INTEREST EXPENSES Salaries and wages ........................... 742,000 715,000 Employee benefits ............................ 303,000 254,000 Occupancy and equipment expenses ............. 293,000 269,000 Other real estate owned expenses, net ........ 53,000 95,000 Other non-interest expenses .................. 499,000 441,000 ----------- ----------- TOTAL NON-INTEREST EXPENSES .................. 1,890,000 1,774,000 ----------- ----------- Income before income taxes ................... 1,033,000 687,000 Income taxes ................................. (285,000) (177,000) ----------- ----------- NET INCOME ................................... $ 748,000 $ 510,000 ----------- ----------- Basic earnings per common share .............. $ 0.53 $ 0.36 =========== =========== Average common shares outstanding ............ 1,398,370 1,419,260 =========== =========== See accompanying notes to unaudited consolidated interim financial statements. 2 Jeffersonville Bancorp and Subsidiary Consolidated Statements of Cash Flows (Unaudited) For the Three Months Ended March 31, 1999 1998 ------------------------------------- OPERATING ACTIVITIES Net income .................................................. $ 748,000 $ 510,000 Adjustments to reconcile net income to net cash provided by operating activities: Provision for loan losses .............................. 75,000 150,000 Write down of other real estate owned .................. -- 31,000 Gain on sales of other real estate owned ............... (30,000) (21,000) Depreciation and amortization .......................... 124,000 124,000 Net increase in cash surrender value of bank-owned life insurance ..................... (84,000) -- Net security gains ..................................... (7,000) (11,000) Increase in accrued interest receivable ................ (370,000) (150,000) Increase in other assets ............................... (232,000) (540,000) Increase(decrease) in accrued expenses and other liabilities .................... (128,000) 187,000 ----------- ------------ NET CASH PROVIDED BY OPERATING ACTIVITIES .................... 96,000 280,000 ------------ ------------ INVESTING ACTIVITIES Proceeds from maturities and calls: Securities available for sale ......................... 2,980,000 15,696,000 Securities held to maturity ........................... 238,000 299,000 Proceeds from sales of securities available for sale ................................... 4,600,000 -- Purchases : Securities available for sale ......................... (10,720,000) (14,450,000) Securities held to maturity ........................... (443,000) (71,000) Disbursements for loan originations, net of principal collections ................................ (6,895,000) (2,423,000) Purchases of Federal Home Loan Bank stock ................... (40,000) (34,000) Net purchases of premises and equipment ..................... (110,000) (44,000) Proceeds from sales of other real estate owned .............. 197,000 22,000 ------------ ------------ NET CASH USED IN INVESTING ACTIVITIES .......................... (10,193,000) (1,005,000) ------------ ------------ FINANCING ACTIVITIES Net increase in deposits .................................... 6,908,000 8,599,000 Increase(decrease) in short-term debt ....................... 2,887,000 (136,000) Cash dividends paid ......................................... (223,000) -- Purchases and retirements of common stock ................... (213,000) -- ------------ ------------ NET CASH PROVIDED BY FINANCING ACTIVITIES ......................... 9,359,000 8,463,000 ------------ ------------ NET INCREASE(DECREASE) IN CASH AND CASH EQUIVALENTS .................... (738,000) 7,738,000 Cash and cash equivalents at beginning of period ............ 8,203,000 7,163,000 ------------ ------------ Cash and cash equivalents at end of period .................. $ 7,465,000 $ 14,901,000 ============ ============ 3 (Continued) Jeffersonville Bancorp and Subsidiary Consolidated Statements of Cash Flows, Continued (Unaudited) For the Three Months Ended March 31, 1999 1998 ------------------------------------- Supplemental imformation: Cash paid for: Interest $ 1,900,000 $ 1,800,000 Income taxes 276,000 135,000 Transfer of loans to other real estate owned 227,000 320,000 See accompanying notes to unaudited consolidated interim financial statements. 4 JEFFERSONVILLE BANCORP AND SUBSIDIARY NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS March 31, 1999 (Unaudited) A. Financial Statement Presentation In the opinion of Management of Jeffersonville Bancorp (the "Company"), the accompanying unaudited consolidated interim financial statements contain all adjustments necessary to present the financial position as of March 31, 1999 and December 31, 1998, and the results of operations and cash flows for the three month periods ended March 31, 1999 and 1998. All adjustments are normal and recurring. The accompanying unaudited consolidated interim financial statements should be read in conjunction with the Company's consolidated year-end financial statements, including notes thereto, which are included in the 1998 Annual Report. B. Earnings per Share Basic earnings per share amounts were calculated for the three month periods ended March 31, 1999 and 1998 based on weighted average common shares outstanding of 1,398,370 and 1,419,260, respectively. There were no dilutive securites during either period. 5 C. Stock Dividend On April 13, 1999, the Company announced a 10% stock dividend payable on May 11, 1999 to common stockholders of record as of April 27, 1999. Under the terms of the dividend, stockholders will receive a dividend of one share of common stock for every ten shares owned as of the record date, plus cash in lieu of any fractional shares. Giving effect to the additional shares issuable in the stock dividend, basic earnings per share would be $0.49 for the quarter ended March 31, 1999 and $0.33 for the same period in 1998. D. Comprehensive Income Comprehensive income includes the reported net income of a company adjusted for certain items that are 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 represents net income and the net change during the period in net unrealized gains and losses on securities available for sale. The Company's accumulated other comprehensive income represents the net unrealized gains and losses on securities available for sale at the balance sheet date. Comprehensive income for the three-month periods ended March 31, 1999 and 1998 was $498,000 and $457,000, respectively. The following summarizes the components of the Company's other comprehensive income (loss) for each period: 6 Three Months Ended March 31, 1999: - ---------------------------------- Net unrealized holding losses arising during the period, net of tax (pre-tax amount of ( $420,000) $(246,000) Reclassification adjustment for net gains realized in net income during the the period, net of tax (pre-tax amount of $7,000) ................... (4,000) --------- Other comprehensive loss (pre-tax amount of $427,000) $(250,000) --------- Three Months Ended March 31, 1998: - ---------------------------------- Net unrealized holding losses arising during the period, net of tax (pre-tax amount of ($79,000) $ (46,000) Reclassification adjustment for net gains realized in net income during the the period, net of tax (pre-tax amount of $11,000) ................. (7,000) - ---------------------------------------------------- -------- Other comprehensive loss (pre-tax amount of $90,000) $(53,000) -------- 7 Item 2: Management's Discussion and Analysis of Financial Conditions and Results of Operations A. Overview - Financial Condition In addition to historical information, this report includes certain forward-looking statements with respect to the financial condition, results of operations and business of the Parent Company and the Bank based on current management exceptions. The Company's ability to predict results or the effect of future plans and strategies is inherently uncertain and actual results, performance or achievements could differ materially from those management expectations. Factors that could cause future results to vary from current management expectations include, but are not limited to, general economic conditions, legislative and regulatory changes, monetary and fiscal policies of the federal government, changes in tax policies, rates and regulations, changes in interest rates, deposit flows, the cost of funds, demand for loan products, demand for financial services, competition, changes in the quality or composition of the Bank's loan and securities portfolios, changes in accounting principles, and other economic, competitive, governmental, and technological factors affecting the Company's operations, markets, products, services and prices. 8 During the period from December 31, 1998 to March 31, 1999, total assets increased $9,563,000 or 3.9%. Short-term debt (primarily federal funds purchased) increased $3,000,000 to fund increased loan demand. The funds were purchased to enhance liquidity, eliminating the need to sell higher yielding securities. Securities available for sale increased $2,746,000 or 3.1% to enhance earnings by reinvesting excess liquidity, which arose early in the first quarter. Net loans increased from $130,031,000 at year end 1998 to $136,654,000 at March 31, 1999, an increase of $6,623,000 or 5.1%. Loan demand was unusually high, with a significant increase in the mortgage loan portfolio. Deposits increased from $198,114,000 at December 31, 1998 to $205,022,000 at March 31, 1999, an increase of $6,908,000 or 3.5%. 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 decreased from $31,287,000 at December 31, 1998 to $28,541,000 at March 31, 1999, a decrease of $2,746,000 or 8.8%. These lower cost deposits are an important offset to the cost of higher priced funds, and this recent decrease will be monitored closely. Total stockholders' equity increased $62,000 or 0.3% from $23,017,000 at December 31, 1998 to $23,079,000 at March 31, 1999. This increase was the result of net income of $748,000, less a decrease of $250,000 in accumulated other comprehensive income, cash dividends of $223,000, and purchases and retirements of common stock for $213,000. 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 $75,000 for the three months ended March 31, 1999 compared to $150,000 for the three months ended March 31, 1998. Total charge offs for the 1999 three month period were $101,000 compared to $50,000 for the same period in the prior year, while recoveries decreased from $82,000 for the 1998 period to $38,000 for the 1999 period. The amounts represent a net charge-off of $63,000 in the first quarter of 1999 verses a net recovery of $32,000 for the same period in the prior year. Based on management's analysis of the loan portfolio, management believes the current level of the allowance for loan losses is adequate. 10 Changes in the allowance for loan losses are summarized as follows for the periods ended March 31: 1999 1998 Balance at beginning..............$ 2,310,000 $ 1,862,000 Provision for loan loss ........... 75,000 150,000 Loans charged off ................. (101,000) (50,000) Recoveries ........................ 38,000 82,000 ----------- ----------- Balance at end of period .......... $ 2,322,000 $ 2,044,000 =========== =========== Net (charge-offs) as a percentage of average outstandi ............ (0.03%) 0.02% Allowance for loan losses to: Total loans .................. 1.67% 1.57% Total non-perform ............ 102.50% 62.80% 11 C. Non Accrual and Past Due Loans Non-performing loans are summarized as follows at March 31: 1999 1998 ---------- ---------- Non-accrual loans ................ $1,434,000 $2,478,000 Loans past due 90 days or more and still accruing interest .......... 832,000 776,000 ---------- ---------- Total non-performing loans ....... $2,266,000 $3,254,000 ---------- ---------- Non-performing loans as a percentage of total loans ........ 1.66% 2.50% ---------- ---------- The effects of non-accrual loans on interest income were as follows for the three months ended March 31: 1999 1998 ---- ---- Interest contractually due at original rates $115,000 $ 58,000 Interest income recognized ................. 26,000 26,000 -------- -------- Interest income not recognized ............. $ 89,000 $ 32,000 -------- -------- As of March 31, 1999 and 1998, the recorded investment in loans considered to be impaired under Statement of Financial Accounting Standards ("SFAS") No.114 totaled $714,000 and $714,000, 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. 12 D. Capital In January 1999, the Board of Directors allocated $1,000,000 for the repurchase and retirement of common stock on the open market. Repurchased shares through March 31, 1998 account for $213,000 of this allocation. Under the Federal Reserve Bank's risk-based capital rules, the Company's Tier I risk-based capital was 16.6% and total risk-based capital was 17.8% of risk-weighted assets at March 31, 1999. 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 9.3% at March 31, 1999 is well above the 4.0% minimum regulatory requirement. 13 The following table shows the Company's actual capital measurements compared to the minimum regulatory requirements at March 31, 1999. TIER I CAPITAL Stockholders' equity, excluding the after-tax net unrealized gain on securities available for sale $ 23,066,000 TIER II CAPITAL Allowance for loan losses1 ......................... 1,746,000 ------------ Total risk-based capital ........................... $ 24,812,000 ------------ Risk-weighted assets2 .............................. $139,140,000 ------------ Average assets ..................................... $248,421,000 ------------ RATIOS Tier I risk-based capital (minimum 4.0%) ........... 16.6% Total risk-based capital (minimum 8.0%) ............ 17.8% Leverage (minimum 4.0%) ............................ 9.3% 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 14 E. Result of Operations Net income for the first three months of 1999 increased by $238,000 to $748,000 compared to $510,000 for the same period in 1998. Increases of $262,000 in net interest income and $125,000 in non-interest income, and a $75,000 decrease in the provision for loan losses, were partially offset by increases of $116,000 in non-interest expenses and $108,000 in income tax expense. The Company's annualized return on average assets was 1.2% in the current quarter compared to 0.9% in the same period last year. The return on average stockholders' equity was 12.7% and 9.1% for the first three months of 1999 and 1998, respectively. Tax equivalent interest income increased $311,000 or 7.9% in the first three months of 1999 compared to the same period in 1998, as an overall decline in asset yields was more then offset by an increase in average earning assets. The yield on investment securities decreased 43 basis points from 7.02% in 1998 to 6.59% in 1999. The yield on the total loan portfolio decreased by 10 basis in the quarter ended March 31, 1999 compared to the first quarter of 1998. Commercial loan and installment loan rates increased slightly. The average yield on real estate mortgage loans, the major portion of the loan portfolio, decreased 11 basis points to 8.51% from 8.62% for the three month period. The overall yield on interest earning assets declined 31 basis points from 8.27% for the three months ended March 31, 1998 to 7.96% for the same period in 1999. The increase in interest income on earning assets for the first quarter resulted from an increase in average earning assets. The total average balance for earning assets was $233,316,000 for the three month period ended March 31, 1999 compared to $205,622,000 for the same three month period in 1998, an increase of $27,694,000 or 13.5%. An increase in investments securities of $24,405,000 accounted for 88.1% of this increase. 15 The yield on interest bearing liabilities decreased from 4.3% for the three month period ended March 31, 1998 to 3.9% for the same period in 1999. The overall net interest margin decreased 12 basis points from 4.79% in the first quarter of 1998 to 4.67% in the first quarter of 1999. However, the lower margin was more than offset by balance sheet growth, resulting in higher net interest income in the current quarter compared to the first quarter of 1998. Non-interest expenses were $1,890,000 for the first three months of 1999 compared to $1,774,000 for the same period in 1998, an increase of $116,000 or 6.5%. This increase reflects a $76,000 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. Other categories of non-interest expense increased by $40,000 for the three months ended March 31, 1999. F. Year 2000 Year 2000 or "Y2K" issue continues to be a top priority for the Company. The year 2000 issue refers to uncertainties regarding the ability of various software and hardware systems to interpret dates correctly after the beginning of the Year 2000. The Company utilizes and is dependent upon data processing systems and software in its normal course of business. In 1997, management of the Company created a Y2K task force. This task force consists of senior management and representatives of all processing areas. A Y2K written plan was established. Goals of the Y2K Plan include identifying risks, testing data processing and other systems used by the Company, informing customers of the Y2K issues and risks, establishing a Contingency Plan for operations if Y2K issues cause important systems or equipment to fail, implementing changes necessary to achieve Y2K compliance, and verifying that these changes are effective. The Board of Directors approved The Plan and reviews progress under the Plan at its regular meetings. 16 The Company has met its Y2K goals to date and believes it will continue to meet the goals of the Plan. By March 31, 1999, the Company had performed risk assessments; assessed the Y2K preparedness of major vendors and suppliers as well as large customers; started its customer awareness program; had almost finished development of the Y2K Contingency Plan; and expects to meet its deadline of final testing of mission critical hardware and software by June 30, 1999. The Y2K Contingency Plan calls for the Company to manually process banking transactions and to use other data processing methods in the event that Y2K efforts of the Company or its service providers are not successful. Delays in processing banking transactions would result if the Company were required to use manual processing or other methods instead of its normal computer processes. These delays could disrupt the normal business activities of the Company and its customers. The Company must assure that the computer systems it uses to process transactions are Y2K ready to avoid these disruptions. Management believes that the cost of resolving Y2K issues related to the Company's hardware and software will not be material to the Company's business, operations, liquidity, capital resources or financial condition based on information developed to date. At this time, the Company estimates that is total cash outlays in connection with Y2K compliance will not exceed than $50,000, excluding costs of Company employees involved in Y2K compliance activities. Approximately $30,500 has been expended as of March 31, 1999. 17 Although the Company has completed an assessment of the Y2K effects on its current commercial lending and other customers, the actual effect on individual, corporate and governmental customers of the Company and on governmental authorities that regulate the Company and it subsidiary, and any resulting consequences to the Company, cannot be determined with any assurance. The Company's belief that it, and its primary vendors, will achieve Y2K compliance is based on a number of assumptions and on statements made by third parties which are subject to uncertainty. The Company is not able to predict the effects, if any, on the Company, financial markets or society in general of the public reaction to Y2K. Because of this uncertainty and reliance on assumptions and statements of the third parties, the Company cannot be assured that the results of its Y2K Plan will be achieved. Management presently believes, however, that the Company will be able to accomplish its Y2K goals and that the Company will be able to continue providing financial services for its customers into the 21st century. 18 Item 3: Quantitative and Qualitative Disclosures about Market Risk The Company's most signficant form of market risk is interest rate risk, as the majority of the assets and liabilities are sensitive to changes in interest rates. There have been no material changes in the Company's interest rate risk position since December 31, 1998. Other types of market risk, such as foreign exchange rate risk and commodity price risk, do not arise in the normal course of the Company's business activities. 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 K. Dwayne Rhodes Treasurer and Chief Accounting Officer May 17, 1999 19