UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2004. or [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from _________________________ to _________________________. 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) (845) 482-4000 ---------------------------------------------------- (Registrant's telephone number, including area code) - ------------------------------------------------------------------------------ (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] Yes [ ] No Indicate by checkmark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). [ ] Yes [X] No Indicate the number of shares outstanding for each of the issuer's classes of common stock, as of the latest practicable date. Common Stock (par value $ .50) 4,434,321 - ---------------------------------------- ------------------------------------ Class Outstanding at November 12, 2004 INDEX TO FORM 10-Q Page Part 1 Item 1 Consolidated Interim Financial Statements (Unaudited) Consolidated Balance Sheets at September 30, 2004 and December 31, 2003 1 Consolidated Statements of Income for the Three Months Ended September 30, 2004 and 2003 2 Consolidated Statements of Income for the Nine Months Ended September 30, 2004 and 2003 3 Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2004 and 2003 4 Notes to Consolidated Interim Financial Statements 5-8 Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations 9-25 Item 3 Quantitative and Qualitative Disclosures about Market Risk 26 Item 4 Controls and Procedures 26 Part 2 Item 6 Exhibits 27 Signatures 28 Jeffersonville Bancorp and Subsidiary Consolidated Balance Sheets (Unaudited) September 30, December 31, 2004 2003 --------------- --------------- ASSETS Cash and due from banks $ 12,906,000 $ 15,992,000 Securities available for sale, at fair value 107,145,000 115,564,000 Securities held to maturity, estimated fair value of $6,419,000 at September 30, 2004 and $5,947,000 at December 31, 2003 6,355,000 5,916,000 Loans, net of allowance for loan losses of $3,600,000 at September 30, 2004 and $3,569,000 at December 31, 2003 215,362,000 193,106,000 Accrued interest receivable 2,270,000 2,301,000 Premises and equipment, net 2,976,000 3,063,000 Federal Home Loan Bank stock 1,350,000 1,600,000 Other real estate owned 43,000 43,000 Cash surrender value of bank-owned life insurance 12,605,000 12,268,000 Other assets 2,747,000 2,351,000 --------------- --------------- TOTAL ASSETS $ 363,759,000 $ 352,204,000 =============== =============== LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities Deposits: Demand deposits $ 66,405,000 $ 59,189,000 NOW and super NOW accounts 37,135,000 38,290,000 Savings and money market deposits 86,999,000 80,768,000 Time deposits 104,950,000 101,980,000 --------------- --------------- TOTAL DEPOSITS 295,489,000 280,227,000 Federal Home Loan Bank borrowings 22,000,000 27,000,000 Short-term borrowings 2,363,000 5,521,000 Accrued expenses and other liabilities 4,651,000 3,670,000 --------------- --------------- TOTAL LIABILITIES 324,503,000 316,418,000 --------------- --------------- Stockholders' equity: Series A preferred stock, no par value; 2,000,000 shares authorized, none issued -- -- Common stock, $0.50 par value; 11,250,000 shares authorized ; 4,767,786 shares issued at September 30, 2004 and December 31, 2003 2,384,000 2,384,000 Paid-in capital 6,483,000 6,483,000 Treasury stock, at cost; 333,465 shares at September 30, 2004 and December 31, 2003 (1,108,000) (1,108,000) Retained earnings 31,335,000 27,947,000 Accumulated other comprehensive income 162,000 80,000 --------------- --------------- TOTAL STOCKHOLDERS' EQUITY 39,256,000 35,786,000 --------------- --------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 363,759,000 $ 352,204,000 =============== =============== 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, -------------------------------------------------------- 2004 2003 ------------------------- ------------------------ INTEREST INCOME Loan interest and fees $ 3,934,000 $ 3,581,000 Securities: Taxable 822,000 996,000 Non-taxable 499,000 525,000 Federal funds sold 7,000 1,000 ------------------------- ------------------------ TOTAL INTEREST INCOME 5,262,000 5,103,000 ------------------------- ------------------------ INTEREST EXPENSE Deposits 732,000 642,000 Federal Home Loan Bank borrowings 298,000 341,000 Other 1,000 31,000 ------------------------- ------------------------ TOTAL INTEREST EXPENSE 1,031,000 1,014,000 ------------------------- ------------------------ NET INTEREST INCOME 4,231,000 4,089,000 Provision for loan losses (90,000) (30,000) ------------------------- ------------------------ NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 4,141,000 4,059,000 ------------------------- ------------------------ NON-INTEREST INCOME Service charges 551,000 479,000 Increase in cash surrender value of bank-owned life insurance 119,000 126,000 Net security gains(losses) 5,000 (10,000) Other non-interest income 371,000 312,000 ------------------------- ------------------------ TOTAL NON-INTEREST INCOME 1,046,000 907,000 ------------------------- ------------------------ NON-INTEREST EXPENSES Salaries and employee benefits 1,834,000 1,585,000 Occupancy and equipment expenses 433,000 552,000 Other real estate owned expenses (income), net (2,000) 27,000 Other non-interest expenses 845,000 711,000 ------------------------- ------------------------ TOTAL NON-INTEREST EXPENSES 3,110,000 2,875,000 ------------------------- ------------------------ Income before income tax expense 2,077,000 2,091,000 Income tax expense (545,000) (545,000) ------------------------- ------------------------ NET INCOME $ 1,532,000 $ 1,546,000 ========================= ======================== Basic earnings per common share $ 0.35 $ 0.35 ========================= ======================== Weighted average common shares outstanding 4,434,000 4,434,000 ========================= ======================== 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, ------------------------------------------------------ 2004 2003 ------------------------ ----------------------- INTEREST INCOME Loan interest and fees $ 11,352,000 $ 10,622,000 Securities: Taxable 2,631,000 2,866,000 Non-taxable 1,511,000 1,457,000 Federal funds sold 14,000 21,000 ------------------------ ----------------------- TOTAL INTEREST INCOME 15,508,000 14,966,000 ------------------------ ----------------------- INTEREST EXPENSE Deposits 2,112,000 2,067,000 Federal Home Loan Bank borrowings 875,000 990,000 Other 9,000 38,000 ------------------------ ----------------------- TOTAL INTEREST EXPENSE 2,996,000 3,095,000 ------------------------ ----------------------- NET INTEREST INCOME 12,512,000 11,871,000 Provision for loan losses (270,000) (290,000) ------------------------ ----------------------- NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 12,242,000 11,581,000 ------------------------ ----------------------- NON-INTEREST INCOME Service charges 1,663,000 1,462,000 Increase in cash surrender value of bank-owned life insurance 377,000 416,000 Net security gains 11,000 144,000 Other non-interest income 894,000 799,000 ------------------------ ----------------------- TOTAL NON-INTEREST INCOME 2,945,000 2,821,000 ------------------------ ----------------------- NON-INTEREST EXPENSES Salaries and employee benefits 5,304,000 4,754,000 Occupancy and equipment expenses 1,326,000 1,525,000 Other real estate owned expenses (income), net (22,000) 63,000 Other non-interest expenses 2,350,000 2,125,000 ------------------------ ----------------------- TOTAL NON-INTEREST EXPENSES 8,958,000 8,467,000 ------------------------ ----------------------- Income before income tax expense 6,229,000 5,935,000 Income tax expense (1,643,000) (1,568,000) ------------------------ ----------------------- NET INCOME $ 4,586,000 $ 4,367,000 ======================== ======================= Basic earnings per common share $ 1.03 $ 0.98 ======================== ======================= Weighted average common shares outstanding 4,434,000 4,434,000 ======================== ======================= 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, --------------------------------- 2004 2003 ------------- ------------- OPERATING ACTIVITIES Net income $ 4,586,000 $ 4,367,000 Adjustments to reconcile net income to net cash provided by operating activities: Provision for loan losses 270,000 290,000 Net gain on sales of other real estate owned (67,000) (165,000) Depreciation and amortization 516,000 516,000 Net increase in cash surrender value of bank-owned life insurance (337,000) (416,000) Net security gains (11,000) (144,000) (Decrease) increase in accrued interest receivable 31,000 (361,000) Increase in other assets (451,000) (144,000) Increase in accrued expenses and other liabilities 981,000 893,000 ------------- ------------- NET CASH PROVIDED BY OPERATING ACTIVITIES 5,518,000 4,836,000 ------------- ------------- INVESTING ACTIVITIES Proceeds from maturities and calls: Securities available for sale 16,042,000 49,985,000 Securities held to maturity 574,000 985,000 Proceeds from sales of securities available for sale -- 11,900,000 Purchases: Securities available for sale (7,475,000) (75,707,000) Securities held to maturity (1,013,000) (2,965,000) Net redemption (purchase) of FHLB stock 250,000 (500,000) Disbursements for loan originations, net of principal collections (22,526,000) (15,173,000) Net purchases of premises and equipment (429,000) (541,000) Proceeds from sales of other real estate owned 67,000 334,000 ------------- ------------- NET CASH USED IN INVESTING ACTIVITIES (14,510,000) (31,682,000) ------------- ------------- FINANCING ACTIVITIES Net increase in deposits 15,262,000 15,922,000 (Decrease) increase in short-term debt (3,158,000) 16,904,000 Repayments of Federal Home Loan Bank borrowings (5,000,000) -- Cash dividends paid (1,198,000) (1,005,000) ------------- ------------- NET CASH PROVIDED BY FINANCING ACTIVITIES 5,906,000 31,821,000 ------------- ------------- NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (3,086,000) 4,975,000 Cash and cash equivalents at beginning of period 15,992,000 12,874,000 ------------- ------------- Cash and cash equivalents at end of period $ 12,906,000 $ 17,849,000 ============= ============= Supplemental information: Cash paid for: Interest $ 2,981,000 $ 3,182,000 Income taxes 1,532,000 1,053,000 Transfer of loans to other real estate owned -- 110,000 See accompanying notes to unaudited consolidated interim financial statements. 4 JEFFERSONVILLE BANCORP AND SUBSIDIARY NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS September 30, 2004 (Unaudited) A. Financial Statement Basis of Presentation The accompanying unaudited interim consolidated financial statements include the accounts of Jeffersonville Bancorp (the "Company") and its wholly owned subsidiary, The First National Bank of Jeffersonville (collectively, the Company and its subsidiary are referred to herein as the Company). In the opinion of Management of the Company, the accompanying unaudited consolidated interim financial statements contain all adjustments necessary to present the financial position as of September 30, 2004 and December 31, 2003, the results of operations for the three and nine month periods ended September 30, 2004 and 2003, and the cash flows for the nine month periods ended September 30, 2004 and 2003. All adjustments are normal and recurring. The accompanying unaudited consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X and should be read in conjunction with the Company's consolidated year-end financial statements, including notes thereto, which are included in the 2003 Annual Report on Form 10-K. 5 B. Earnings per Share Basic earnings per share amounts were calculated for the three and nine month periods ended September 30, 2004 and 2003 based on weighted average common shares outstanding of 4,434,321. There were no dilutive securities during any of the periods. Earnings per share were $0.35 for both the quarter ended September 30, 2004 and the quarter ended September 30, 2003. Earnings per share were $1.03 for the nine months ended September 30, 2004, as compared to $0.98 for the same period in 2003. C. Comprehensive Income Comprehensive income for the three-month periods ended September 30, 2004 and 2003 was $3,316,000 and $493,000, respectively. Comprehensive income for the nine-month periods ended September 30, 2004 and 2003 was $4,668,000 and $3,377,000, respectively. The following summarizes the components of the Company's other comprehensive income (loss) for the nine-month periods: Nine Months Ended September 30, 2004 Net unrealized holding gains arising during the period, net of tax (pre-tax amount of $148,000) $ 89,000 Reclassification adjustment for net gains realized in net income during the period, net of tax (pre-tax amount of $11,000) $ (7,000) ------------ Other comprehensive income $ 82,000 ============ Nine Months Ended September 30, 2003 Net unrealized holding losses arising during the period, net of tax (pre-tax amount of $1,528,000) $ (905,000) Reclassification adjustment for net gains realized in net income during the period, net of tax (pre-tax amount of $144,000) $ (85,000) ------------ Other comprehensive loss $ (990,000) ============ 6 D. Pension and Other Postretirement Benefits The Company has a noncontributory defined benefit pension plan covering substantially all of its employees. The Company also sponsors postretirement medical and life insurance benefit plans for retirees in the pension plan. The components of the net periodic benefit cost for these plans were as follows for the nine month periods ended September 30: Pension benefits Postretirement benefits ----------------------- ----------------------- 2004 2003 2004 2003 --------- --------- --------- --------- Service cost $ 201,000 $ 189,000 $ 183,000 $ 114,000 Interest cost 282,000 255,000 156,000 111,000 Expected return on plan assets (240,000) (207,000) -- -- Amortization of prior service cost 18,000 18,000 -- -- Amortization of transition (asset) obligation (3,000) (3,000) 12,000 12,000 Recognized net actuarial loss 99,000 81,000 45,000 6,000 --------- --------- --------- --------- Net periodic benefit cost $ 357,000 $ 333,000 $ 396,000 $ 243,000 ========= ========= ========= ========= The components of the net periodic benefit cost for these plans were as follows for the three month periods ended September 30: Pension benefits Postretirement benefits ----------------------- ----------------------- 2004 2003 2004 2003 --------- --------- --------- --------- Service cost $ 67,000 $ 63,000 $ 61,000 $ 38,000 Interest cost 94,000 85,000 52,000 37,000 Expected return on plan assets (80,000) (69,000) -- -- Amortization of prior service cost 6,000 6,000 -- -- Amortization of transition (asset) obligation (1,000) (1,000) 4,000 4,000 Recognized net actuarial loss 33,000 27,000 15,000 2,000 --------- --------- --------- --------- Net periodic benefit cost $ 119,000 $ 111,000 $ 132,000 $ 81,000 ========= ========= ========= ========= The Company previously disclosed in its consolidated financial statements for the year ended December 31, 2003, that it expected to contribute $488,000 to its pension plan and $80,000 to its other postretirement benefits plan in 2004. As of September 30, 2004, $488,000 of contributions have been made to the pension plan and $31,000 of contributions have been made to the other postretirement benefits plan. 7 E. Guarantees FASB Interpretation No. 45 (FIN No. 45), "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others; an interpretation of FASB Statements No. 5, 57, and 107 and rescission of FASB Interpretation No. 34" requires certain disclosures and liability recognition for the fair value at issuance of guarantees that fall within its scope. Under FIN No. 45, the Company does not issue any guarantees that would require liability recognition or disclosure, other than its standby letters of credit. Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. Standby letters of credit generally arise in connection with lending relationships. The credit risk involved in issuing these instruments is essentially the same as that involved in extending loans to customers. Contingent obligations under standby letters of credit totaled approximately $784,000 at September 30, 2004 and represent the maximum potential future payments the Company could be required to make. Typically, these instruments have terms of twelve months or less and expire unused; therefore, the total amounts do not necessarily represent future cash requirements. Each customer is evaluated individually for creditworthiness under the same underwriting standards used for commitments to extend credit and on-balance sheet instruments. Company policies governing loan collateral apply to standby letters of credit at the time of credit extension. Loan-to-value ratios are generally consistent with loan-to-value requirements for other commercial loans secured by similar types of collateral. The fair value of the Company's standby letters of credit at September 30, 2004 was insignificant. 8 Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations Forward Looking Statements 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 Company and the Bank based on current management's expectations. 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. 9 A. Overview - Financial Condition During the nine-month period from December 31, 2003 to September 30, 2004, total assets increased $11,555,000 or 3.3%. Securities available for sale decreased by $8,419,000 or 7.3% due to maturities and calls. Net loans increased from $193,106,000 at year end 2003 to $215,362,000 at September 30, 2004, an increase of $22,256,000 or 11.5%. Deposits increased from $280,227,000 at December 31, 2003 to $295,489,000 at September 30, 2004, an increase of $15,262,000 or 5.4%. Growth occurred in all deposit categories except NOW and Super NOW deposits. Demand deposits increased from $59,189,000 at December 31, 2003 to $66,405,000 at September 30, 2004, an increase of $7,216,000 or 12.2%. Savings and insured money market deposits increased from $80,768,000 at December 31, 2003 to $86,999,000 at September 30, 2004, an increase of $6,231,000 or 7.7%. Total stockholders' equity increased $3,470,000 or 9.7% from $35,786,000 at December 31, 2003 to $39,256,000 at September 30, 2004. This increase was the result of net income of $4,586,000, plus an increase of $82,000 in accumulated other comprehensive income, less cash dividends of $1,198,000. 10 The following table sets forth the composition of the Company's loan portfolio at the dates indicated. September 30, 2004 December 31,2003 ------------------------ ------------------------ Amount Amount (in thousands) Percent (in thousands) Percent -------------- ------- -------------- ------- REAL ESTATE LOANS Residential $ 83,051 37.8% $ 78,339 39.6% Commercial 71,063 32.3 59,799 30.2 Home Equity 20,836 9.5 18,337 9.3 Farm Land 2,952 1.3 2,872 1.4 Construction 5,097 2.3 4,102 2.1 -------- ----- -------- ----- $182,999 83.2% $163,449 82.6% -------- ----- -------- ----- OTHER LOANS Commercial Loans $20,677 9.4% $ 17,157 8.7% Consumer Installment Loans 15,232 6.9 15,350 7.7 Other Consumer Loans 696 0.3 1,488 0.8 Agriculture 346 0.2 403 0.2 -------- ----- -------- ----- 36,951 16.8 34,398 17.4 -------- ----- -------- ----- Total Loans $219,950 100.0% $197,847 100.0% ======== ===== ======== ===== Unearned Discounts (988) (1,172) Allowance for Loan Losses (3,600) (3,569) -------- -------- $215,362 $193,106 ======== ======== B. Allowance for Loan Losses The allowance for loan losses reflects management's assessment of the losses inherent in the loan portfolio, which includes factors such as the general state of the economy and past loan experience. The provision for loan losses was $270,000 for the nine months ended September 30, 2004 and $290,000 for the nine months ended September 30, 2003. Total charge offs for the nine month period ended September 30, 2004 were $352,000 compared to $416,000 for the same period in the prior year, while recoveries decreased from $134,000 for the 2003 period to $113,000 for the 2004 period. The amounts represent a net charge-off of $239,000 in the first nine months of 2004 versus a net charge-off of $282,000 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. 11 Changes in the allowance for loan losses are summarized as follows for the nine month periods ended September 30: 2004 2003 ----------- ----------- Balance at beginning of period $ 3,569,000 $ 3,068,000 Provision for loan losses 270,000 290,000 Loans charged off (352,000) (416,000) Recoveries 113,000 134,000 ----------- ----------- Balance at end of period $ 3,600,000 $ 3,076,000 =========== =========== Annualized net charge-offs as a percentage of average outstanding loans 0.15% 0.20% Allowance for loan losses to: Total loans 1.64% 1.65% Total non-performing loans 224.2% 85.3% 12 C. Non Accrual and Past Due Loans The Company places a loan on nonaccrual status when collectability of principal or interest is doubtful, or when either principal or interest is 90 days or more past due, and collectability is in doubt. Interest payments received on nonaccrual loans are applied as a reduction of the principal balance when concern exists as to the ultimate collection of principal. Non-performing loans are summarized as follows at September 30: 2004 2003 ----------- ----------- Non-accrual loans $ 1,022,000 $ 949,000 Loans past due 90 days or more and still accruing interest 584,000 2,126,000 ----------- ----------- Total non-performing loans $ 1,606,000 $ 3,075,000 ----------- ----------- Non-performing loans as a percentage of total loans 0.7% 1.6% ----------- ----------- The decrease in loans past due 90 days or more and still accruing interest was due to the improvement of a single credit in the amount of $1.2 million. As of September 30, 2004 and 2003, the recorded investment in loans considered to be impaired under Statement of Financial Accounting Standards ("SFAS") No.114 totaled $672,000 and $887,000, respectively. Included in the impaired loan balance at September 30, 2003 was approximately $149,000 of impaired loans for which the related allowance for loan losses was approximately $82,000. There was no allowance for loan impairment under Statement 114 at September 30, 2004, primarily due to prior charge-offs and the adequacy of collateral values on these loans. 13 In addition to the non-performing loans, we have identified through normal internal credit review procedures, approximately $9,732,000 in loans that warrant increased attention as of September 30, 2004 compared to $7,597,000 as of December 31, 2003. These loans are classified as substandard as they exhibit certain risk factors, which have the potential to cause them to become non-performing. Accordingly, these credits are reviewed on at least a quarterly basis and were considered in our evaluation of these non-performing loans. D. Capital Under the Federal Reserve Bank's risk-based capital rules, the Company's Tier I risk-based capital was 17.0% and total risk-based capital was 18.3% of risk-weighted assets at September 30, 2004. 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 10.6% at September 30, 2004 is well above the 4.0% minimum regulatory requirement. 14 The following table shows the Company's actual capital measurements compared to the minimum regulatory requirements at September 30, 2004. TIER I CAPITAL Stockholders' equity, excluding accumulated other comprehensive income $ 39,094,000 TIER II CAPITAL Allowance for loan losses(1) 2,860,000 ------------- Total risk-based capital 41,954,000 ------------- Risk-weighted assets(2) 229,327,000 ------------- Average assets 368,699,000 ------------- RATIOS Tier I risk-based capital (minimum 4.0%) 17.0% Total risk-based capital (minimum 8.0%) 18.3% Leverage (minimum 4.0%) 10.6% (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 15 Consolidated Average Balance Sheet as of September 30, 2004 Year to Date (Dollars in Thousands, Fully Taxable Equivalent) AVERAGE % OF INTEREST AVERAGE CONSOLIDATED AVERAGE BALANCE SHEET BALANCE ASSETS EARNED/PAID YIELD/RATE --------- ------ ----------- ---------- ASSETS: INVESTMENT SECURITIES <F1> TAXABLE SECURITIES $ 68,253 19.07% $ 2,631 5.14% TAX EXEMPT SECURITIES 49,651 13.87% 2,288 6.14% --------- ------ -------- TOTAL SECURITIES 117,904 32.94% 4,919 5.56% --------- ------ -------- SHORT TERM INVESTMENTS 2,031 0.57% 14 0.92% LOANS (NET OF UNEARNED DISCOUNT) REAL ESTATE MORTGAGES 150,703 42.10% 8,049 7.12% HOME EQUITY LOANS 19,301 5.39% 896 6.19% TIME AND DEMAND LOANS 17,998 5.03% 877 6.50% INSTALLMENT LOANS 17,176 4.80% 1,305 10.13% OTHER LOANS 3,169 0.89% 225 9.47% --------- ------ -------- TOTAL LOANS <F3> 208,347 58.21% 11,352 7.26% --------- ------ -------- TOTAL INTEREST EARNING ASSETS 328,282 91.71% 16,285 6.61% --------- ------ -------- RESERVE FOR LOAN LOSSES (3,535) (0.99)% NET UNREALIZED GAINS AND LOSSES ON PORTFOLIO 195 0.05% CASH AND DUE FROM BANKS (DEMAND) 12,932 3.61% FIXED ASSETS (NET) 3,065 0.86% BANK OWNED LIFE INSURANCE 12,434 3.47% OTHER ASSETS 4,598 1.28% --------- ------ TOTAL ASSETS $ 357,971 100.00% ========= ====== LIABILITIES AND STOCKHOLDERS' EQUITY: NOW AND SUPER NOW ACCOUNTS $ 39,438 11.02% 79 0.27% SAVINGS AND INSURED MONEY MARKET 84,093 23.49% 381 0.60% TIME DEPOSITS 103,673 28.96% 1,652 2.12% --------- ------ -------- TOTAL INTEREST BEARING DEPOSITS 227,204 63.47% 2,112 1.24% FEDERAL FUNDS PURCHASED AND OTHER SHORT TERM DEBT 1,050 0.29% 9 1.14% LONG TERM DEBT 26,197 7.32% 875 4.45% --------- ------ -------- TOTAL INTEREST BEARING LIABILITIES 254,451 71.08% 2,996 1.57% --------- ------ -------- DEMAND DEPOSITS 62,508 17.46% OTHER LIABILITIES 4,507 1.26% --------- ------ TOTAL LIABILITIES 321,466 89.80% STOCKHOLDERS EQUITY 36,505 10.20% --------- ------ TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 357,971 100.00% ========= ====== -------- NET INTEREST INCOME $ 13,289 ======== NET INTEREST SPREAD 5.04% ===== NET INTEREST MARGIN <F2> 5.40% ===== <FN> <F1> Yields on securities available for sale are based on amortized cost. <F2> Computed by dividing net interest income by total interest earning assets. <F3> For purpose of this schedule, interest in nonaccruing loans has been included only to the extent reflected in the consolidated income statement. However, the nonaccrual loan balances are included in the average amount outstanding. </FN> 16 Consolidated Average Balance Sheet as of September 30, 2003 Year to Date (Dollars in Thousands, Fully Taxable Equivalent) AVERAGE % OF INTEREST AVERAGE CONSOLIDATED AVERAGE BALANCE SHEET BALANCE ASSETS EARNED/PAID YIELD ---------- ------ ----------- ------- ASSETS: INVESTMENT SECURITIES <F1> TAXABLE SECURITIES $ 75,507 22.49% $ 2,866 5.06% TAX EXEMPT SECURITIES 43,729 13.03% 2,208 6.73% ---------- ------ -------- TOTAL SECURITIES 119,236 35.52% 5,074 5.67% ---------- ------ -------- SHORT TERM INVESTMENTS 2,234 0.67% 21 1.25% LOANS REAL ESTATE MORTGAGES 134,783 40.15% 7,550 7.47% HOME EQUITY LOANS 16,343 4.87% 786 6.41% TIME AND DEMAND LOANS 14,375 4.28% 712 6.60% INSTALLMENT LOANS 17,297 5.15% 1,348 10.39% OTHER LOANS 2,614 0.78% 226 11.53% ---------- ------ -------- TOTAL LOANS <F3> 185,412 55.23% 10,622 7.64% ---------- ------ -------- TOTAL INTEREST EARNING ASSETS 306,882 91.42% 15,717 6.83% ---------- ------ -------- ALLOWANCE FOR LOAN LOSSES (3,113) (0.93)% UNREALIZED GAINS AND LOSSES ON PORTFOLIO 2,335 0.70% CASH AND DUE FROM BANKS (DEMAND) 11,519 3.43% OTHER ASSETS 18,065 5.38% ---------- ------ TOTAL ASSETS $ 335,688 100.00% ========== ====== LIABILITIES AND EQUITY: NOW AND SUPER NOW ACCOUNTS $ 36,794 10.96% 125 0.45% SAVINGS AND INSURED MONEY MARKET 85,676 25.52% 398 0.62% TIME DEPOSITS 87,993 26.21% 1,544 2.34% ---------- ------ -------- TOTAL INTEREST BEARING DEPOSITS 210,463 62.69% 2,067 1.31% FEDERAL FUNDS PURCHASED AND OTHER SHORT TERM DEBT 4,568 1.36% 38 1.11% LONG TERM DEBT 30,000 8.94% 990 4.40% ---------- ------ -------- TOTAL INTEREST BEARING LIABILITIES 245,031 72.99% 3,095 1.68% ---------- ------ -------- DEMAND DEPOSITS 54,362 16.20% OTHER LIABILITIES 3,928 1.17% TOTAL LIABILITIES 303,321 90.36% STOCKHOLDERS EQUITY 32,367 9.64% ---------- ------ TOTAL LIABILITIES AND EQUITY $ 335,688 100.00% ========== ====== -------- NET INTEREST INCOME $ 12,622 ======== NET INTEREST SPREAD 5.15% ===== NET INTEREST MARGIN <F2> 5.48% ===== <FN> <F1> Yields on securities available for sale are based on amortized cost. <F2> Computed by dividing net interest income by total interest earning assets. <F3> For purpose of this schedule, interest in nonaccruing loans has been included only to the extent reflected in the consolidated income statement. However, the nonaccrual loan balances are included in the average amount outstanding. </FN> 17 Consolidated Average Balance Sheet for the three months ended September 30, 2004 (Dollars in Thousands, Fully Taxable Equivalent) AVERAGE % OF INTEREST AVERAGE CONSOLIDATED AVERAGE BALANCE SHEET BALANCE ASSETS EARNED/PAID YIELD/RATE --------- ------ ----------- ---------- ASSETS: INVESTMENT SECURITIES <F1> TAXABLE SECURITIES $ 67,092 18.20% $ 822 4.90% TAX EXEMPT SECURITIES 49,735 13.49% 755 6.07% --------- ------ ------- TOTAL SECURITIES 116,827 31.69% 1,577 5.40% --------- ------ ------- SHORT TERM INVESTMENTS 2,584 0.70% 7 1.08% LOANS (NET OF UNEARNED DISCOUNT) REAL ESTATE MORTGAGES 157,857 42.82% 2,773 7.03% HOME EQUITY LOANS 20,331 5.51% 311 6.12% TIME AND DEMAND LOANS 20,002 5.43% 346 6.92% INSTALLMENT LOANS 17,301 4.69% 431 9.97% OTHER LOANS 3,186 0.86% 73 9.17% --------- ------ ------- TOTAL LOANS <F3> 218,677 59.31% 3,934 7.20% --------- ------ ------- TOTAL INTEREST EARNING ASSETS 338,088 91.70% 5,518 6.53% --------- ------ ------- ALLOWANCE FOR LOAN LOSSES (3,620) (0.98)% NET UNREALIZED GAINS AND LOSSES ON PORTFOLIO (766) (0.21)% CASH AND DUE FROM BANKS (DEMAND) 13,649 3.70% FIXED ASSETS (NET) 3,069 0.83% BANK OWNED LIFE INSURANCE 12,680 3.44% OTHER ASSETS 5,599 1.52% --------- ------ TOTAL ASSETS $ 368,699 100.00% ========= ====== LIABILITIES AND EQUITY STOCKHOLDERS' EQUITY: NOW AND SUPER NOW ACCOUNTS $ 38,662 10.49% 70 0.72% SAVINGS AND INSURED MONEY MARKET 88,068 23.89% 204 0.93% TIME DEPOSITS 105,500 28.61% 458 1.74% --------- ------ ------- TOTAL INTEREST BEARING DEPOSITS 232,230 62.99% 732 1.26% FEDERAL FUNDS PURCHASED AND OTHER SHORT TERM DEBT 437 0.12% 1 0.92% LONG TERM DEBT 24,888 6.75% 298 4.79% --------- ------ ------- TOTAL INTEREST BEARING LIABILITIES 257,555 69.86% 1,031 1.60% --------- ------ ------- DEMAND DEPOSITS 68,637 18.62% OTHER LIABILITIES 4,545 1.23% --------- ------ TOTAL LIABILITIES 330,737 89.70% STOCKHOLDERS EQUITY 37,962 10.30% --------- ------ TOTAL LIABILITIES AND STOCKHOLERS' EQUITY: $ 368,699 100.00% ========= ====== ------- NET INTEREST INCOME $ 4,487 ======= NET INTEREST SPREAD <F2> 4.93% ==== NET INTEREST MARGIN 5.31% ==== <FN> <F1> Yields on securities available for sale are based on amortized cost. <F2> Computed by dividing net interest income by total interest earning assets. <F3> For purpose of this schedule, interest in nonaccruing loans has been included only to the extent reflected in the consolidated income statement. However, the nonaccrual loan balances are included in the average amount outstanding. </FN> 18 Consolidated Average Balance Sheet for the three months ended September 30, 2003 (Dollars in Thousands, Fully Taxable Equivalent) AVERAGE % OF INTEREST AVERAGE CONSOLIDATED AVERAGE BALANCE SHEET BALANCE ASSETS EARNED/PAID YIELD --------- ------ ----------- ------- ASSETS: INVESTMENT SECURITIES <F1> TAXABLE SECURITIES $ 83,543 23.73% $ 996 4.77% TAX EXEMPT SECURITIES 48,874 13.88% 796 6.51% --------- ------ ------- TOTAL SECURITIES 132,417 37.61% 1,792 5.41% --------- ------ ------- SHORT TERM INVESTMENTS 357 0.10% 1 1.12% LOANS REAL ESTATE MORTGAGES 140,182 39.81% 2,557 7.3% HOME EQUITY LOANS 17,422 4.95% 276 6.34% TIME AND DEMAND LOANS 14,412 4.09% 227 6.30% INSTALLMENT LOANS 17,507 4.97% 445 10.17% OTHER LOANS 2,832 0.81% 76 10.73% --------- ------ ------- TOTAL LOANS <F3> 192,355 54.63% 3,581 7.45% --------- ------ ------- TOTAL INTEREST EARNING ASSETS 325,129 92.34% 5,374 6.61% --------- ------ ------- ALLOWANCE FOR LOAN LOSSES (3,115) (0.88)% UNREALIZED GAINS AND LOSSES ON PORTFOLIO 670 0.19% CASH AND DUE FROM BANKS (DEMAND) 11,737 3.33% OTHER ASSETS 17,692 5.02% --------- ------ TOTAL ASSETS $ 352,113 100.00% ========= ====== LIABILITIES AND EQUITY: NOW AND SUPER NOW ACCOUNTS $ 36,993 10.51% 41 0.44% SAVINGS AND INSURED MONEY MARKET 89,086 25.30% 114 0.51% TIME DEPOSITS 89,459 25.41% 487 2.18% --------- ------ ------- TOTAL INTEREST BEARING DEPOSITS 215,538 61.22% 642 1.19% FEDERAL FUNDS PURCHASED AND OTHER SHORT TERM DEBT 11,196 3.18% 31 1.11% LONG TERM DEBT 30,330 8.61% 341 4.50% --------- ------ ------- TOTAL INTEREST BEARING LIABILITIES 257,064 73.01% 1,014 1.58% --------- ------ ------- DEMAND DEPOSITS 58,912 16.73% OTHER LIABILITIES 5,334 1.51% --------- ------ TOTAL LIABILITIES 321,310 91.25% STOCKHOLDERS EQUITY 30,803 8.75% --------- ------ TOTAL LIABILITIES AND EQUITY $ 352,113 100.00% ========= ====== ------- NET INTEREST INCOME $ 4,360 ======= NET INTEREST SPREAD 5.03% ===== NET INTEREST MARGIN <F2> 5.36% ===== <FN> <F1> Yields on securities available for sale are based on amortized cost. <F2> Computed by dividing net interest income by total interest earning assets. <F3> For purpose of this schedule, interest in nonaccruing loans has been included only to the extent reflected in the consolidated income statement. However, the nonaccrual loan balances are included in the average amount outstanding. </FN> 19 Liquidity Liquidity is the ability to provide sufficient cash flow to meet financial commitments such as additional loan demand and withdrawals of existing deposits. The Company's primary sources of liquidity are dividends from the Bank, its deposit base; FHLB borrowings; repayments and maturities on loans; short-term assets such as federal funds and short-term interest bearing deposits in banks; and maturities and sales of securities available for sale. These sources are available in amounts sufficient to provide liquidity to meet the Company's ongoing funding requirements. The ability of the Bank to pay dividends is subject to various regulatory limitations. The Bank's membership in the FHLB of New York enhances liquidity in the form of overnight and 30 day lines of credit of approximately $6.3 million, which may be used to meet unforeseen liquidity demands. Five separate FHLB term advances totaling $22.0 million at September 30, 2004 were being used to fund securities leverage transactions. In 2004, cash generated from operating activities amounted to $5.5 million and cash provided by financing activities amounted to $5.9 million. These amounts were offset by amounts used in investing activities of $14.5 million, resulting in a net decrease in cash and cash equivalents of approximately $3.1 million. See the Consolidated Statements of Cash Flows for additional information. Maturity Schedule of Time Deposits of $100,000 or More Deposits Due three months or less $ 7,385,000 Over three months through six months 3,058,000 Over six months through twelve months 8,057,000 Over twelve months 5,668,000 ------------ $ 24,168,000 ============ Management anticipates much of these maturing deposits to rollover at maturity, and that liquidity will be adequate to meet funding requirements. 20 E. Result of Operations Net income for the quarter ended September 30, 2004 decreased by $14,000 to $1,532,000 compared to $1,546,000 for the corresponding period in 2003. The Company's annualized return on average assets was 1.7% and 1.8% for the quarters ended September 30, 2004 and 2003, respectively. The annualized return on average stockholders' equity was 16.1 % and 20.1% for the third quarter of 2004 and 2003, respectively. Total interest income for the third quarter of 2004 increased $159,000 or 3.1% from the corresponding period in 2003 and total interest expense increased $17,000 or 1.7% from the corresponding period in 2003. Net interest income increased $142,000 or 3.5% from the prior year period. Non-interest income for the third quarter of 2004 increased $139,000 or 15.3% from the corresponding period in 2003, while total non-interest expense increased $235,000 or 8.2% from the third quarter of 2003. Total interest income increased as a result of an increase in average earning assets which was partially offset by a decrease in the overall yield on average interest earning assets. The total average balance for interest earning assets was $338,088,000 for the three month period ended September 30, 2004 compared to $325,129,000 for the corresponding period in 2003, an increase of $12,959,000 or 4.0%. An increase in average loans of $26,322,000 and an increase in average short term investments of $2,227,000 offset by a decrease in average investments of $15,590,000 accounted for this increase. The yield on interest earning assets decreased by 8 basis points from 6.61% for the three month period ended September 30, 2003 to 6.53% for the three month period ended September 30, 2004. This decrease was primarily due to a 19 basis point decrease in the yield on real estate mortgage loans from 7.22% for the quarter ended September 30, 2003 to 7.03% for the quarter ended September 30, 2004. 21 Total interest expense increased slightly as a result of a increase in the overall yield on interest bearing liabilities. The total average balance for interest bearing liabilities was $257,555,000 for the three month period ended September 30, 2004 compared to $257,064,000 for the corresponding period in 2003, an increase of $491,000 or 0.2%. The yield on interest bearing liabilities increased by 2 basis points from 1.58% for the three month period ended September 30, 2003 to 1.60% for the three month period ended September 30, 2004. Non-interest income was $1,046,000 for the three month period ended September 30, 2004 compared to $907,000 for the corresponding period in 2003, an increase of $139,000 or 15.3%. This increase was primarily due to an increase in deposit account service charges. Non-interest expenses were $3,110,000 for the three month period ended September 30, 2004 compared to $2,875,000 for the corresponding period in 2003, an increase of $235,000 or 8.2%. Salary and employee benefit expense increased by $249,000 from last year, an increase of 15.7%. This is the result of normal salary increases and increases in health care benefits. Occupancy and equipment expense decreased $119,000 from last year. There was an increase of $134,000 or 18.8% in other non-interest expenses primarily due to primarily due to higher telephone expenses due to the Company's upgrade of its data lines and additional consulting fees relates to the Company's required fiscal year 2005 implementation of Section 404 of the Sarbanes-Oxley Act of 2002. Income tax expense was $545,000 for both the three month period ended September 30, 2004 and the corresponding period in 2003. The Company's effective tax rates were 26.2% and 26.1% for the three month periods ended September 30, 2004 and 2003, respectively. 22 Comparison of the nine month periods September 30, 2004 and 2003 Net income for the first nine months of 2004 increased by $219,000 to $4,586,000 compared to $4,367,000 for the same period in 2003. The Company's annualized return on average assets was 1.7% for both nine month periods. The return on average stockholders' equity was 16.8% and 18.0% for the first nine months of 2004 and 2003, respectively. Total interest income increased as a result of an increase in average earning assets which was partially offset by a decrease in the overall yield on average interest earning assets. The total average balance for interest earning assets was $328,282,000 for the nine month period ended September 30, 2004 compared to $306,882,000 for the same nine month period in 2003, an increase of $21,400,000 or 7.0%. An increase in average loans of $22,935,000 offset by a $1,332,000 decrease in average investments accounted for this increase. The yield on investment securities decreased 11 basis points from 5.67% in 2003 to 5.56% in 2004. The yield on the total loan portfolio decreased by 38 basis points in the nine months ended September 30, 2004 compared to the first nine months of 2003. Yields on all loan categories decreased during the nine months ended September 30, 2004 compared to the first nine months of 2003. The average yield on real estate mortgage loans, the major portion of the loan portfolio, decreased 35 basis points to 7.12% from 7.47% during the nine months ended September 30, 2004 compared to the first nine months of 2003. The overall yield on interest earning assets decreased 22 basis points from 6.83% for the nine months ended September 30, 2003 to 6.61% for the same period in 2004. The yield on interest bearing liabilities decreased by 11 basis points for the nine month period from 1.68% in 2003 to 1.57% in 2004. The overall net interest margin was 5.40% in the nine month period ended September 30, 2004 as compared to 5.48% for the same period in 2003. 23 Non-interest income was $2,945,000 for the nine month period ended September 30, 2004 compared to $2,821,000 for the corresponding period in 2003, an increase of $124,000 or 4.4%. This increase was primarily due to increases in deposit account service charges and an increase in other non-interest income offset by decreases in the cash surrender value of bank-owned life insurance and net security gains. Non-interest expenses were $8,958,000 for the first nine months of 2004 compared to $8,467,000 for the same period in 2003, an increase of $491,000 or 5.8%. Occupancy and equipment expense decreased by $199,000 for the nine months ended September 30, 2004 as a result of implementing cost control measures. A $550,000 increase in compensation and benefits costs was primarily due to higher employee benefit costs and normal salary adjustments. Net other real estate owned expenses were ($22,000) in 2004 versus $63,000 in 2003. Other non-interest expenses increased by $225,000 primarily due to higher telephone expenses due to the Company's upgrade of its data lines and additional consulting fees relates to the Company's required fiscal year 2005 implementation of Section 404 of the Sarbanes-Oxley Act of 2002. Income tax expense was $1,643,000 for the nine month period ended September 30, 2004 compared to $1,568,000 for the corresponding period in 2003, a decrease of $75,000 or 4.8%. The Company's effective tax rates were 26.4% for both nine month periods ended. 24 F. Critical Accounting Policies Management of the Company considers the accounting policy relating to the allowance for loan losses to be a critical accounting policy given the inherent uncertainty in evaluating the levels of the allowance required to cover credit losses in the portfolio and the material effect that such judgments can have on the results of operations. The allowance for loan losses is maintained at a level deemed adequate by management based on an evaluation of such factors as economic conditions in the Company's market area, past loan loss experience, the financial condition of individual borrowers, and underlying collateral values based on independent appraisals. While management uses available information to recognize losses on loans, future additions to the allowance for loan losses may be necessary based on changes in economic conditions and values of real estate particularly in Sullivan County. In the event that the casino gambling proposals do not progress, collateral underlying certain real estate loans could lose value which could lead to future additions to the allowance for loan losses. In addition, Federal regulatory agencies, as an integral part of their examination process, periodically review the Company's allowance for loan losses and may require the Company to recognize additions to the allowance based on their judgments about information available to them at the time of their examination, which may not be currently available to management. There are no new accounting standards that are expected to have a material impact on the Company's consolidated financial statements. 25 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, 2003. 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. ITEM 4. CONTROLS and PROCEDURES The Company's management, including the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) (the "Exchange Act") as of the end of the period covered by this report. Based upon that evaluation, the Company's management, including the Chief Executive Officer and Chief Financial Officer, concluded that, the Company's disclosure controls and procedures are effective in timely alerting them to any material information relating to the Company and its subsidiaries required to be included in the Company's Exchange Act filings. There were no significant changes made in the Company's internal controls over financial reporting that occurred during the Company's most recent fiscal quarters that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting. 26 PART II - OTHER INFORMATION Item 6. Exhibits 31.1 Certification of Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley of 2002 31.2 Certification of Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002 32.1 Certification of Chief Executive Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002 32.2 Certification of Chief Financial Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002 27 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 /s/ Raymond Walter ------------------------------------- Raymond Walter President and Chief Executive Officer /s/ Charles E. Burnett ------------------------------------- Charles E. Burnett Chief Financial Officer and Treasurer November 12, 2004 28