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 September 30, 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 November 12, 1999 --------------------- ----------------------- $0.50 par value 1,533,259 INDEX TO FORM 10-Q ------------------ Page Part 1 - ------ Item 1 Consolidated Interim Financial Statements (Unaudited) Consolidated Balance Sheets at September 30, 1999 and December 31, 1998 1 Consolidated Statements of Income for the Three Months Ended September 30, 1999 and 1998 2 Consolidated Statements of Income for the Nine Months Ended September 30, 1999 and 1998 3 Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 1999 and 1998 4-5 Notes to Consolidated Interim Financial Statements 6-8 Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations 9-17 Item 3 Quantitative and Qualitative Disclosures about Market Risk 17 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 17 Jeffersonville Bancorp and Subsidiary Consolidated Balance Sheets September 30, December 31, 1999 1998 ----------------- --------------- (Unaudited) ASSETS Cash and due from banks .......................................... $ 10,089,000 $ 8,203,000 Securities available for sale, at fair value ...................... 92,353,000 88,891,000 Securities held to maturity, estimated fair value of $4,349,000 in 1999 and $3,755,000 in 1998 ............................. 4,358,000 3,602,000 Loans, net of allowance for loan losses of $2,442,000 in 1999 and $2,310,000 in 1998 ............................... 135,882,000 130,031,000 Accrued interest receivable ....................................... 1,864,000 1,392,000 Premises and equipment, net ....................................... 2,831,000 2,681,000 Federal Home Loan Bank stock ...................................... 1,275,000 1,160,000 Other real estate owned ........................................... 505,000 535,000 Cash surrender value of bank-owned life insurance ................. 6,195,000 6,183,000 Other assets ...................................................... 2,593,000 1,175,000 ------------- ------------- TOTAL ASSETS ............................................ $ 257,945,000 $ 243,853,000 ============= ============= LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities Deposits: Demand deposits (non-interest bearing) ................... $ 33,825,000 $ 31,287,000 NOW and super NOW accounts ................................ 28,888,000 28,726,000 Savings and insured money market deposits ................. 61,955,000 56,089,000 Time deposits ............................................. 85,737,000 82,012,000 ------------- ------------- TOTAL DEPOSITS ......................................... 210,405,000 198,114,000 Federal Home Loan Bank borrowings ............................ 20,000,000 20,000,000 Short-term debt .............................................. 2,541,000 334,000 Accrued expenses and other liabilities ....................... 2,475,000 2,388,000 ------------- ------------- TOTAL LIABILITIES ...................................... 235,421,000 220,836,000 ------------- ------------- 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 ; 1,601,918 shares and 1,468,276 shares issued at September 30, 1999 and December 31, 1998, respectively ...................................... 801,000 734,000 Paid-in capital ........................................... 8,330,000 5,431,000 Treasury stock, at cost; 68,618 shares at September 30,1999 and 62,381 shares at December 31, 1998 ............... (206,000) (206,000) Retained earnings ......................................... 15,144,000 16,795,000 Accumulated other comprehensive income(loss) .............. (1,545,000) 263,000 ------------- ------------- TOTAL STOCKHOLDERS' EQUITY ............................ 22,524,000 23,017,000 ------------- ------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ................................................ $ 257,945,000 $ 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 September 30, 1999 1998 ------------- ------------ INTEREST INCOME Loan interest and fees .............. $ 3,094,000 $ 2,982,000 Securities: Taxable ........................ 1,203,000 1,008,000 Non-taxable .................... 310,000 291,000 Federal funds sold .................. 1,000 45,000 ----------- ----------- TOTAL INTEREST INCOME ............... 4,608,000 4,326,000 ----------- ----------- INTEREST EXPENSE Deposits ............................ 1,564,000 1,632,000 Federal Home Loan Bank borrowings ... 290,000 217,000 Other ............................... 17,000 12,000 ----------- ----------- TOTAL INTEREST EXPENSE .............. 1,871,000 1,861,000 ----------- ----------- NET INTEREST INCOME ................. 2,737,000 2,465,000 Provision for loan losses ........... (75,000) (175,000) ----------- ----------- NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES ...... 2,662,000 2,290,000 ---------- ----------- NON-INTEREST INCOME Service charges ..................... 287,000 204,000 Increase in cash surrender value of bank-owned life insurance .. 86,000 -- Net security gains .................. 7,000 2,000 Other non-interest income ........... 303,000 240,000 ----------- ----------- TOTAL NON-INTEREST INCOME ........... 683,000 446,000 ----------- ----------- NON-INTEREST EXPENSES Salaries and wages .................. 934,000 809,000 Employee benefits ................... 292,000 234,000 Occupancy and equipment expenses .... 339,000 344,000 Other real estate owned expenses, net 80,000 38,000 Other non-interest expenses ......... 673,000 477,000 ----------- ----------- TOTAL NON-INTEREST EXPENSES ......... 2,318,000 1,902,000 ----------- ----------- Income before income taxes .......... 1,027,000 834,000 Income taxes ........................ (297,000) (255,000) ----------- ----------- NET INCOME .......................... $ 730,000 $ 579,000 =========== =========== Basic earnings per common share ..... $ 0.48 $ 0.37 ============ =========== Average common shares outstanding ... 1,533,259 1,559,108 ========= ========= Share and per share data has been adjusted for the effect of the 10% stock dividend distributed in May 1999 See accompanying notes to unaudited consolidated interim financial statements. 2 Jeffersonville Bancorp and Subsidiary Consolidated Statements of Income (Unaudited) For the Nine Months Ended September 30, 1999 1998 --------------- -------------- INTEREST INCOME Loan interest and fees .............. $ 9,246,000 $ 8,915,000 Securities: Taxable ........................ 3,451,000 2,758,000 Non-taxable .................... 916,000 878,000 Federal funds sold .................. 37,000 146,000 ------------ ------------ TOTAL INTEREST INCOME ............... 13,650,000 12,697,000 ------------ ------------ INTEREST EXPENSE Deposits ............................ 4,785,000 4,991,000 Federal Home Loan Bank borrowings ... 857,000 545,000 Other ............................... 46,000 28,000 ------------ ------------ TOTAL INTEREST EXPENSE .............. 5,688,000 5,564,000 ------------ ------------ NET INTEREST INCOME ................. 7,962,000 7,133,000 Provision for loan losses ........... (225,000) (450,000) ------------ ------------ NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES ...... 7,737,000 6,683,000 ------------ ------------ NON-INTEREST INCOME Service charges ..................... 805,000 609,000 Increase in cash surrender value of bank-owned life insurance .. 266,000 -- Net security gains .................. 22,000 14,000 Other non-interest income ........... 561,000 530,000 ------------ ------------ TOTAL NON-INTEREST INCOME ........... 1,654,000 1,153,000 ------------ ------------ NON-INTEREST EXPENSES Salaries and wages .................. 2,467,000 2,223,000 Employee benefits ................... 917,000 744,000 Occupancy and equipment expenses .... 925,000 879,000 Other real estate owned expenses, net 190,000 160,000 Other non-interest expenses ......... 1,735,000 1,391,000 ------------ ------------ TOTAL NON-INTEREST EXPENSES ......... 6,234,000 5,397,000 ------------ ------------ Income before income taxes .......... 3,157,000 2,439,000 Income taxes ........................ (916,000) (716,000) ------------ ------------ NET INCOME .......................... $ 2,241,000 $ 1,723,000 ============ ============ Basic earnings per common share (1) . $ 1.46 $ 1.11 ============ ============ Average common shares outstanding (1) 1,535,092 1,559,108 ============ ============ (1) Share and per share data has been adjusted for the effect of the 10% stock dividend distributed in May 1999. See accompanying notes to unaudited consolidated interim financial statements. 3 Jeffersonville Bancorp and Subsidiary Consolidated Statements of Cash Flows (Unaudited) For the Nine Months Ended September 30, 1999 1998 ------------------------------------- OPERATING ACTIVITIES Net income ............................................... $ 2,241,000 $ 1,723,000 Adjustments to reconcile net income to net cash provided by operating activities: Provision for loan losses ........................... 225,000 450,000 Write down of other real estate owned ............... 12,000 83,000 Gain on sales of other real estate owned ............ (47,000) -- Depreciation and amortization ....................... 378,000 368,000 Net increase in cash surrender value of bank-owned life insurance .................. (12,000) (100,000) Net security gains .................................. (22,000) (14,000) Increase in accrued interest receivable ............. (472,000) (287,000) Increase in other assets ........................... (352,000) (69,000) Increase in accrued expenses and other liabilities ................. 268,000 217,000 ------------ ------------ NET CASH PROVIDED BY OPERATING ACTIVITIES ................. 2,219,000 2,371,000 ---------- ------------ INVESTING ACTIVITIES Proceeds from maturities and calls: Securities available for sale ...................... 7,498,000 19,756,000 Securities held to maturity ........................ 528,000 609,000 Proceeds from sales of securities available for sale ................................ 7,133,000 11,566,000 Purchases : Securities available for sale ...................... (21,126,000) (42,491,000) Securities held to maturity ........................ (1,284,000) (488,000) Disbursements for loan originations, net of principal collections ............................. (6,476,000) (3,441,000) Purchases of Federal Home Loan Bank stock ................ (115,000) (122,000) Purchase of bank owned life insurance .................... -- (6,008,000) Net purchases of premises and equipment .................. (528,000) (454,000) Proceeds from sales of other real estate owned ........... 465,000 462,000 ------------ ------------ NET CASH USED IN INVESTING ACTIVITIES ....................... (13,905,000) (20,611,000) ------------ ------------ FINANCING ACTIVITIES Net increase in deposits ................................. 12,291,000 18,159,000 Increase in short-term debt .............................. 2,207,000 45,000 Cash dividends paid ...................................... (683,000) (638,000) Proceeds from Federal Home Loan Bank borrowing ......................................... -- 5,000,000 Purchases and retirements of common stock ................ (243,000) (142,000) ------------ ------------ NET CASH PROVIDED BY FINANCING ACTIVITIES ...................... 13,572,000 22,424,000 ------------ ------------ NET INCREASE IN CASH AND CASH EQUIVALENTS ................. 1,886,000 4,184,000 Cash and cash equivalents at beginning of period ......... 8,203,000 7,163,000 ------------ ------------ Cash and cash equivalents at end of period ..................$ 10,089,000 $ 11,347,000 ============ ============ (Continued) 4 Jeffersonville Bancorp and Subsidiary Consolidated Statements of Cash Flows, Continued (Unaudited) For the Nine Months Ended September 30, 1999 1998 ------------------------------- Supplemental imformation: Cash paid for: Interest ......................... $5,714,000 $5,586,000 Income taxes ..................... 1,052,000 799,000 Transfer of loans to other real estate owned 400,000 564,000 See accompanying notes to unaudited consolidated interim financial statements. 5 JEFFERSONVILLE BANCORP NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS September 30, 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 September 30, 1999 and December 31, 1998, the results of operations for the three and nine month periods ended September 30, 1999 and 1998, and cash flows for the nine month periods ended September 30, 1999 and 1998. All adjustments are normal and recurring. The accompanying unaudited consolidated interim financial statements should be read in conjunction with the 1998 consolidated annual financial statements, including the notes thereto, which are included in the Company's 1998 Annual Report. B. Earnings Per Share Basic earnings per share amounts were calculated based on weighted average common shares outstanding of 1,533,259 and 1,559,108, for the three month periods ended September 30, 1999 and 1998 respectively, and 1,535,092 and 1,559,108 for the nine month periods ended September 30, 1999 and 1998, respectively. There were no dilutive securities during these periods. All per share data has been restated for the effect of 10% stock dividend discussed in Note C. In January 1999, the Board of Directors allocated $1,000,000 for the repurchase and retirement of common stock on the open market. As of September 30, 1999, a total of 10,478 shares have been repurchased and retired at a cost of $239,000. 6 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 received 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. A total of 145,625 common shares were issued in connection with the stock dividend. The fair value of the shares issued ($3.2 million) was charged to retained earnings, with a corresponding combined increase in common stock and paid-in capital. D. Comprehensive Income Statement of Financial Accounting Standards ("SFAS") No. 130, "Reporting Comprehensive Income", defines comprehensive income as the reported net income of a company adjusted for certain 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 and the net change during the period in net unrealized gains or losses on securities available for sale. The Company's accumulated other comprehensive income (loss) at September 30, 1999 and December 31, 1998 represents the after-tax net unrealized gain (loss) on securities available for sale. Comprehensive income for the three month periods ended September 30, 1999 and 1998 was $628,000 and $913,000, respectively. Comprehensive income for the nine month periods ended September 30, 1999 and 1998 was $433,000 and $1,982,000, respectively. At the Company, comprehensive income represents net income plus other comprehensive income, which consists of net changes to unrealized gains and 7 losses on available for sale securities for the period. The following summarizes the components of other comprehensive income (loss) for the nine month periods: Nine Months Ended September 30, 1999: Net unrealized holding losses arising during the period, net of tax (pre-tax amount of $2,992,000) $(1,795,000) Reclassification adjustment for net gains realized in net income during the period, net of tax (pre-tax amount of $22,000) (13,000) ----------- Other comprehensive loss (pre-tax loss of $3,013,000) $(1,808,000) Nine Months Ended September 30, 1998: Net unrealized holding losses arising during the period, net of tax (pre-tax amount of $445,000) $267,000 Reclassification adjustment for net gains realized in net income during the period, net of tax (pre-tax amount of ($14,000)) (8,000) ----------- Other comprehensive loss (pre-tax loss of $432,000) $259,000 =========== E. Accounting Standards In June 1998, the Financial Accounting Standards Board ("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. In June of 1999, the FASB issued SFAS No. 137, "Accounting for Derivative Instruments and Hedging Activities - Deferral of the Effective Date of FASB Statement No. 133", which deferred the effective date of SFAS 133 by one year from fiscal years beginning after June 15, 1999 to fiscal years beginning after June 15, 2000. Management is currently evaluating the impact of SFAS No. 133 on the Company's consolidated financial statements. 8 Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operation Forward-Looking Statements When used in this filing or future filings by the Company with the Securities and Exchange Commission, in the Company's press releases or other public or shareholder communications, or in oral statements made with the approval of an authorized executive officer, the words or phrases "will likely result", "are expected to", "will continue", "is anticipated", "estimate", "project", "believe", or similar expressions are intended to identify "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. In addition, certain disclosures and information customarily provided by financial institutions are inherently based upon predictions of future events and circumstances. Furthermore, form time to time, the Company may publish other forward-looking statements relating to such matters as anticipated financial performance, business prospects, and similar matters. A. Overview - Financial Condition During the period from December 31, 1998 to September 30, 1999, total assets increased $14,092,000 or 5.8%. Securities available for sale increased $3,462,000 or 3.9% during the nine month period. Net loans increased from $130,031,000 at year-end 1998 to $135,882,000 at September 30, 1999, an increase of $5,851,000 or 4.5%. Net loans increased $53,000 from June 30, 1999 to September 30, 1999, reflecting limited loan demand. Loan demand was unseasonably low in all areas of lending for the second and third quarters due to increased rate competition from other lenders. Deposits increased from $198,114,000 at December 31, 1998 to $210,405,000 at September 30, 1999, an increase of $12,291,000 or 6.2%. Deposits increased by $5,233,000 during the third quarter, which can be mainly attributed to the deposit of school taxes during late September into savings account which increased by $3,282,000. 9 Third quarter growth of time deposits was $1,158,000. Such deposits helped to reduce the need for short-term borrowings which decreased to $2,500,000 from $4,900,000 during the quarter. Demand deposits increased from $31,287,000 at December 31, 1998 to $33,825,000 at September 30, 1999, an increase of $2,538,000 or 8.1% primarily due to competitive consumer account service charges. Inflow of these lower cost deposits is important to offset the cost of the higher priced funds. Total stockholders' equity of $23,017,000 at December 31, 1998 decreased $493,000 or 2.1% to $22,524,000 at September 30, 1999. This decrease was principally the result of net income of $2,241,000, less a decrease of $1,808,000 in accumulated other comprehensive income, cash dividend payments of $425,000, and common shares purchased and retired for $239,000. 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 $225,000 for the nine months ended September 30, 1999 compared to $450,000 for the nine months ended September 30, 1998. This decrease is primarily due to a decrease in non-accrual loans from $2,125,000 at September 30, 1998 to $881,000 at September 30, 1999. Total charge-offs for the 1999 nine month period were $223,000 compared to $252,000 for the same period in the prior year, while recoveries decreased from $153,000 for the nine month period in 1998 to $130,000 for the same period in 1999. The aforementioned charge-offs and recoveries resulted in net charge-offs of $93,000 for the first nine months of 1999 and $99,000 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 the nine month periods ended September 30: 1999 1998 ---- ---- Balance at beginning of period $ 2,310,000 $ 1,862,000 Provision for loan losses ...... 225,000 450,000 Loans charged off ............. (223,000) (252,000) Recoveries .................... 130,000 153,000 ----------- ----------- Balance at end of period ...... $ 2,442,000 $ 2,213,000 =========== =========== Net charge-offs as a percentage of average outstanding loans .. 0.07% 0.08% Allowance for loan losses to: Total loans ................ 1.77% 1.70% Total non-performing loans . 110.8% 65.5% C. Non Accrual and Past Due Loans Non-performing loans are summarized as follows at September 30: 1999 1998 ---- ---- Non-accrual loans ............................................. $ 881,000 $2,125,000 Loans past due 90 days or more and still accruing interest .... 1,322,000 1,254,000 --------- --------- Total non-performing loans .................................... $2,203,000 $3,379,000 ========== ========== Non-performing loans as a percentage of total loans ........... 1.59% 2.59% --------- --------- 11 The effects of non-accrual and restructured loans on interest income were as follows for the nine months ended September 30: 1999 1998 ---- ---- Interest contractually due at original rates $ 59,000 $153,000 Interest income recognized on a cash basis . 53,000 97,000 ------ ------ Interest income not recognized ............. $ 6,000 $ 56,000 ======== ======== As of September 30, 1999 and 1998, the recorded investment in loans considered to be impaired under SFAS No.114 totaled $367,000 and $537,000, 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 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 September 30, 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 total assets) of 9.5% at September 30, 1999 is well above the 4.0% minimum regulatory requirement. 12 The following table shows the Company's actual capital measurements compared to the minimum regulatory requirements at September 30, 1999. TIER I CAPITAL Stockholders' equity, excluding the after-tax net unrealized loss on securities available for sale $ 24,069,000 TIER II CAPITAL Allowance for loan losses1 .......................... 1,825,000 - ------------ Total risk-based capital ............................ $ 25,894,000 ------------ Risk-weighted assets2 ............................... $145,420,000 - ------------ Average total assets ................................ $253,908,000 ------------ RATIOS Tier I risk-based capital (minimum 4.0%) ............ 16.6% Total risk-based capital (minimum 8.0%) ............. 17.8% Leverage (minimum 4.0%) ............................. 9.5% 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 E. Results of Operations Three Month Results Net income for the current third quarter was $730,000 compared to $579,000 for 1998, an increase of $151,000 or 26.08%. Increases of $272,000 in net interest income, a $237,000 increase in non-interest income and a decrease of $100,000 in the provision for loan losses, were partially offset by an increase of $416,000 in non-interest expenses and an increase of $42,000 in income taxes. Earnings per share for the third quarter of 1999 were $0.48 compared to $0.37 for the similar period of 1998. 13 The increase in net interest income was primarily due to investment portfolio income caused by the increased volume of investments. Non-interest income increased due to ATM transaction volume and other service charge fees. Non-interest expense increases were attributed to ATM & credit card expense, normal salary expense and the director survivor income plan expense. Net Income Net income for the first nine months of 1999 was $2,241,000 compared to $1,723,000 for the same period in 1998, an increase of $518,000 or 30.1%. Increases of $1,062,000 in net interest income and $227,000 in non-interest income, and a decrease of $225,000 in the provisions for loan losses, were partially offset by increases of $837,000 in non-interest expenses and $200,000 in income tax expense. The Company's annualized return on average assets was 1.18% in the current nine month period compared to 1.02% in the same period last year. The return on average stockholders' equity was 12.98% and 10.16% for the first nine months of 1999 and 1998, respectively. Interest Income and Expense Total tax-equivalent interest income increased $973,000 or 7.40% in the first nine months of 1999 compared to the same period in 1998. Although the overall yield on interest earning assets was down 24 basis points from 8.20% for the nine months ended September 30, 1998 to 7.96% for the same period in 1999, interest income on earning assets increased as a result of an increase in average earning assets. The total average balance for earning assets was $236,509,000 for the nine month period ended September 30, 1999 compared to $213,745,000 for the same nine month period in 1998. The overall yield on the loan portfolio decreased by 19 basis points to 8.99% for the first nine months of 1999 from 9.18% for the same period in 1998. The average yield on real estate mortgage loans, the major portion of the loan portfolio, also decreased 17 basis points to 8.55% in 1999 from 8.72% for the 1998 nine month period due to higher rate mortgage loans being replaced by lower yielding loans. The tax equivalent yield on investment securities decreased 44 basis points from 7.00% in 1998 to 6.56% in 1999 due to lower reinvestment rates. 14 The yield on interest bearing liabilities decreased from 4.14% for the nine month period ended September 30, 1998 to 3.65% for the same period in 1999. The overall net interest margin increased 2 basis point from 4.73% in the first nine months of 1998 to 4.75% in the first nine months of 1999 Non-Interest Income and Expense Non-interest income for the first nine months of 1999 increased $227,000 or 19.7% compared to the same period in 1998. Changes in service charge policies and increases in cash surrender value on bank-owned life insurance accounted for most of the increase. Non-interest expenses were $6,234,000 for the first nine months of 1999 compared to $5,397,000 for the same period in 1998, an increase of $837,000 or 15.5%. This increase reflects a $244,000 increase in compensation and benefits costs, primarily due to higher employee benefit costs, director survivor income plan expense and normal salary adjustments for the existing staff. Technology expenditures and costs associated with the new debit card program also contributed to the nine month increase. Year 2000 F. Year 2000 or "Y2K" issues continue 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 15 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. The Company has met its Y2K goals to date and believes it will continue to meet the goals of the Plan. By June 30, 1999, the Company had performed risk assessments; assessed the Y2K preparedness of major vendors and supplies as well as large customers; started its customer awareness program; had finished development of the Y2K Contingency Plan; and met its deadline of final testing of mission critical hardware and software. 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 its total cash outlays in connection with Y2K compliance will not exceed $50,000, excluding costs of Company employees involved in Y2K compliance activities. Approximately $45,000 has been expended as of September 30, 1999. 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 its 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 16 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. Item 3: Quantitative and Qualitative Disclosures about Market Risk The Company's most significant 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 Date: November 12, 1999 ------------------------------------------ K. Dwayne Rhodes Treasurer and Chief Accounting Officer 17