Item 405 of
Regulation S-K (§229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.T
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See definitions of “large accelerated filer,” “accelerated
filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check
one):
|
Large
accelerated filer
|
o
|
Accelerated
filer
|
o
|
|
Non-accelerated
filer
|
o
|
Smaller
reporting company
|
x
|
(Do not
check if a smaller reporting company)
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act). YES o NO
T
The
aggregate market value of the voting and non-voting common equity held by
non-affiliates of the Registrant, computed by reference to the last sale price
on June 30, 2007, as reported by the Nasdaq Capital Market, was approximately
$10.6 million.
As of
March 1, 2008, there was issued and outstanding 1,986,804 shares of the
Registrant’s Common Stock.
DOCUMENTS
INCORPORATED BY REFERENCE:
|
(1)
|
Proxy
Statement for the 2008 Annual Meeting of Stockholders of the Registrant
(Part III).
|
|
|
(2)
|
Annual
Report to Stockholder (Part II and
IV).
|
TABLE OF
CONTENTS
|
ITEM 1.
|
Business
|
|
|
Item 1A.
|
Risk Factors
|
|
|
Item
1B.
|
Unresolved
Staff
Comments
|
|
|
ITEM
2.
|
Properties
|
|
|
ITEM
3.
|
Legal Proceedings
|
|
|
ITEM 4.
|
Submission of Matters to a Vote of Security
Holders
|
|
|
ITEM 5.
|
Market for Registrant’s Common
Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities
|
|
|
ITEM 6.
|
Selected Financial
Data
|
|
|
ITEM 7.
|
Management’s Discussion and Analysis of Financial
Condition and Results of Operations
|
|
|
ITEM 7A.
|
Quantitative and Qualitative
Disclosure about Market
|
|
|
ITEM 8.
|
Financial Statements and
Supplementary Data
|
|
|
ITEM 9.
|
Changes in and Disagreements
with Accountants on Accounting and
Financial Disclosure
|
|
|
ITEM 9A.
|
Controls and
Procedures
|
|
|
ITEM 9B.
|
Other
Information
|
|
|
ITEM 10.
|
Directors, Executive Officers and Corporate
Governance
|
|
|
ITEM 11.
|
Executive
Compensation
|
|
|
ITEM 12.
|
Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters
|
|
|
ITEM 13.
|
Certain Relationships and
Related Transactions and Director
Independence
|
|
|
ITEM 14.
|
Principal Accountant Fees and
Services
|
|
|
ITEM 15.
|
Exhibits and Financial
Statement Schedules
|
|
PART I
ITEM 1. Business
General
Jacksonville Bancorp, Inc. is a Federal
corporation. On May 3, 2002, Jacksonville Savings Bank completed its
reorganization into the two-tier form of mutual holding company
ownership. At that time each outstanding share of Jacksonville
Savings Bank’s common stock was converted into a share of Jacksonville Bancorp’s
common stock. Our only significant asset is our investment in
Jacksonville Savings Bank. We are majority owned by Jacksonville
Bancorp, MHC, a Federal-chartered mutual holding company.
Jacksonville Savings Bank is an
Illinois-chartered savings bank headquartered in Jacksonville,
Illinois. We conduct our business from our main office and six
branches, two of which are located in Jacksonville and one of which is located
in each of the following Illinois communities: Virden, Chapin, Concord and
Litchfield. We were originally chartered in 1916 as a state-chartered
savings and loan association and converted to a state-chartered savings bank in
1992. We have been a member of the Federal Home Loan Bank System
since 1932. Our deposits are insured by the Federal Deposit Insurance
Corporation. At December 31, 2007, Jacksonville Bancorp had total
assets of $288.5 million, total deposits of $245.7 million, and stockholders’
equity of $22.6 million.
We are a community-oriented savings
bank engaged primarily in the business of attracting retail deposits from the
general public in our market area and using such funds together with borrowings
and funds from other sources to primarily originate mortgage loans secured by
one- to four-family residential real estate and consumer loans. We
also originate commercial and agricultural real estate loans, multi-family real
estate loans and commercial and agricultural business
loans. Additionally, we invest in United States Government agency
securities, bank-qualified, general obligation municipal issues, and
mortgage-backed securities primarily issued or guaranteed by the United States
Government or agencies thereof, and maintains a portion of its assets in liquid
investments, such as overnight funds at the Federal Home Loan Bank.
Our principal sources of funds are
customer deposits, proceeds from sale of loans, funds received from the
repayment and prepayment of loans and mortgage-backed securities, and the sale,
call, or maturity of investment securities. Principal sources of
income are interest income on residential, commercial and consumer loans,
interest on investments, commissions and fees. Our principal expenses
are interest paid on deposits, employee compensation and benefits and occupancy
and equipment expense.
We operate an investment center at our
main office. The investment center is operated through Financial
Resources Group, Inc., the Bank’s wholly-owned subsidiary. The
investment center is not anticipated to have a material effect on our ability to
attract retail deposits.
Our principal executive office is
located at 1211 W. Morton, Jacksonville, Illinois, and our telephone number at
that address is (217) 245-4111.
Market
Area and Competition
We are a community-oriented savings
institution offering a range of retail banking services to residents of our
market area. Our market area is Morgan, Macoupin and Montgomery
Counties, Illinois. Management believes that our offices are located
in communities that can generally be characterized as stable residential
communities of predominantly one- to four-family residences. Our
market for deposits is concentrated in the communities surrounding our main
office and six branches. We are the largest independent financial
institution headquartered in our primary market area.
The economy of our market area consists
primarily of agriculture and related businesses, light industry and state and
local government. The largest employers in our primary market area
are Pactiv Corporation, Passavant Area Hospital, and the State of
Illinois.
We face significant competition in
attracting deposits from commercial banks, other savings institutions and credit
unions. We face additional competition for deposits from short-term
money market funds, other corporate and government securities funds and other
financial institutions such as brokerage firms and insurance
companies. We also face significant competition in the origination of
loans from savings institutions, mortgage banking companies, credit unions,
insurance companies and commercial banks.
Lending
Activities
General. Historically,
our principal lending activity has been the origination of mortgage loans for
the purpose of financing or refinancing one- to four-family residential
properties in our local market areas. We also emphasize consumer
lending, primarily the origination of home equity loans and loans secured by
automobiles. At December 31, 2007, our loans receivable totaled
$177.7 million, of
which $50.5 million,
or 28.7% consisted of one- to four-family residential mortgage
loans. The remainder of our loans receivable at such date consisted
of commercial and agricultural real estate loans (25.1%), multi-family
residential loans (2.7%), commercial and agricultural business loans (20.8%),
and consumer loans (23.7%). Of the amount included in consumer loans,
$30.1 million, or
17.1% of total loans consisted of home equity and home improvement
loans. During the year ended December 31, 2007 the loan portfolio
increased to $177.7 million from $156.7
million at December 31, 2006. One-to-four family
residential real estate loans increased $9.8 million (24.2%), commercial and
agricultural real estate loans increased $4.5 million (11.4%),
and commercial and agricultural business loans increased $3.7 million (11.3%)
during 2007.
We have made our interest-earning
assets more interest rate sensitive by, among other things, originating variable
interest rate loans, such as adjustable-rate mortgage loans and balloon loans
with terms ranging from three to five years, as well as medium-term consumer
loans and commercial business loans. Our ability to originate
adjustable-rate mortgage loans is substantially affected by market interest
rates.
We originate fixed-rate residential
mortgage loans secured by one- to four-family residential properties with terms
up to 30 years. We sell a significant portion of our one- to
four-family fixed-rate residential mortgage loan originations directly to
Freddie Mac. We also sell one- to four-family fixed-rate residential
mortgage loan originations to the Federal Home Loan Bank Mortgage Partnership
Finance Program. During 2007, we retained a portion of the fixed-rate
residential loans in our portfolio. During the years ended
December 31, 2007 and 2006, we sold $10.2 million and $16.6 million of fixed-rate
residential mortgage loans, respectively. Loans are generally sold
without recourse and with servicing retained. At December 31, 2007 we
were servicing approximately $129.9 million in loans for which
it received servicing income of approximately $336,000 for the year ended
December 31, 2007.
Analysis
of Loan Portfolio
Set forth below are selected data
relating to the composition of our loan portfolio, excluding loans held for
sale, by type of loan as of the dates indicated.
|
At
December 31,
|
||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||
|
Amount
|
Percent
|
Amount
|
Percent
|
Amount
|
Percent
|
Amount
|
Percent
|
Amount
|
Percent
|
|||||||||||||||||||||||||||||||
|
(Dollars
in Thousands)
|
||||||||||||||||||||||||||||||||||||||||
|
Real
estate loans:
|
||||||||||||||||||||||||||||||||||||||||
|
One-
to four-family residential (1)
|
$ | 50,459 | 28.7 | % | $ | 40,635 | 26.2 | % | $ | 40,126 | 28.2 | % | $ | 41,616 | 33.1 | % | $ | 40,304 | 31.7 | % | ||||||||||||||||||||
|
Commercial
and agricultural (1)
|
44,100 | 25.1 | 39,592 | 25.6 | 33,859 | 23.8 | 24,587 | 19.5 | 21,401 | 16.8 | ||||||||||||||||||||||||||||||
|
Multi-family
residential
|
4,741 | 2.7 | 5,877 | 3.8 | 6,010 | 4.2 | 2,207 | 1.8 | 2,376 | 1.9 | ||||||||||||||||||||||||||||||
|
Total
real estate loans
|
99,300 | 56.5 | 86,104 | 55.6 | 79,995 | 56.2 | 68,410 | 54.4 | 64,081 | 50.4 | ||||||||||||||||||||||||||||||
|
Commercial
and agricultural business loans
|
36,539 | 20.8 | 32,837 | 21.2 | 28,679 | 20.2 | 26,227 | 20.8 | 29,763 | 23.4 | ||||||||||||||||||||||||||||||
|
Consumer
loans:
|
||||||||||||||||||||||||||||||||||||||||
|
Home
equity/home improvement
|
30,087 | 17.1 | 27,202 | 17.6 | 26,382 | 18.5 | 24,322 | 19.3 | 23,614 | 18.6 | ||||||||||||||||||||||||||||||
|
Automobile
|
5,334 | 3.0 | 5,275 | 3.4 | 4,580 | |||||||||||||||||||||||||||||||||||