JACKSONVILLE BANCORP INC /FL/ - FORM 10-Q

Attached files

file	filename
EX-32 - JACKSONVILLE BANCORP INC /FL/	v165168_ex32.htm
EX-31.1 - JACKSONVILLE BANCORP INC /FL/	v165168_ex31-1.htm
EX-31.2 - JACKSONVILLE BANCORP INC /FL/	v165168_ex31-2.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2009

¨	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 000-30248

JACKSONVILLE BANCORP, INC.

(Exact name of registrant as specified in its charter)

Florida		59-3472981
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

100 North Laura Street, Suite 1000, Jacksonville, Florida 32202

(Address of principal executive offices)

(904) 421-3040

(Registrant’s telephone number)

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.

Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ¨ No ¨

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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨		Accelerated filer	¨
Non-accelerated filer	¨		Smaller reporting company	x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨ No x

As of November 5, 2009, the latest practicable date, 1,749,526 of the Registrant’s common shares, $.01 par value, were issued and outstanding.

JACKSONVILLE BANCORP, INC.

TABLE OF CONTENTS

			Page

PART I—FINANCIAL INFORMATION

	Item 1.	Financial Statements

		Consolidated Balance Sheets	3

		Consolidated Statements of Income	4

		Consolidated Statements of Changes in Shareholders’ Equity	5

		Consolidated Statements of Cash Flows	6

		Notes to Consolidated Financial Statements	8

	Item 2.	Management’s Discussion and Analysis of Financial Condition
		and Results of Operations	21

	Item 3.	Quantitative and Qualitative Disclosures about Market Risk	30

	Item 4.	Controls and Procedures	31

PART II—OTHER INFORMATION

	Item 1.	Legal Proceedings	32

	Item 1A.	Risk Factors	32

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	32

	Item 3.	Defaults Upon Senior Securities	32

	Item 4.	Submission of Matters to a Vote of Security Holders	32

	Item 5.	Other Information	32

	Item 6.	Exhibits	32

SIGNATURES			33

EXHIBIT INDEX			34

CERTIFICATIONS
	Certification of Gilbert J. Pomar, III under Section 302 of the Sarbanes-Oxley Act of 2002		35
	Certification of Valerie A. Kendall under Section 302 of the Sarbanes-Oxley Act of 2002		36
	Certification under Section 906 of the Sarbanes-Oxley Act of 2002		37

JACKSONVILLE BANCORP, INC.

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except per share amounts)

	September 30,			December 31,
	2009			2008
	(Unaudited)
ASSETS
Cash and due from banks	$	5,496		$	8,665
Federal funds sold		-			1,483
Total cash and cash equivalents		5,496			10,148
Securities available-for-sale		23,795			29,684
Securities held-to-maturity		50			50
Loans, net of allowance for loan losses
of $6,455 at 2009 and $4,705 at 2008		389,082			374,993
Premises and equipment, net		3,612			3,940
Bank-owned life insurance (BOLI)		8,871			8,773
Federal Home Loan Bank (FHLB) stock		2,957			1,705
Real estate owned, net		1,245			89
Deferred income taxes		2,043			1,502
Accrued interest receivable		1,946			2,027
Other assets		846			1,088

Total assets	$	439,943		$	433,999

LIABILITIES
Deposits
Noninterest bearing	$	43,641		$	40,851
Money market, NOW and savings deposits		92,098			87,751
Time deposits		185,864			216,942
Total deposits		321,603			345,544
Federal funds purchased		43			-
Federal Reserve borrowing		26,500			26,000
FHLB advances		48,350			20,000
Subordinated debt		14,550			14,550
Accrued expenses and other liabilities		1,937			1,060
Total liabilities		412,983			407,154

SHAREHOLDERS’ EQUITY
Common stock, $.01 par value, 8,000,000 shares authorized,
1,749,526 and 1,748,799 shares issued		17			17
Additional paid–in capital		18,620			18,568
Retained earnings		8,033			8,213
Treasury stock, 672 and 200 shares		(8	)		(2	)
Accumulated other comprehensive income		298			49
Total shareholders’ equity		26,960			26,845

Total liabilities and shareholders’ equity	$	439,943		$	433,999

See accompanying notes to unaudited consolidated financial statements.

JACKSONVILLE BANCORP, INC.

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(Dollars in thousands, except per share amounts)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2009			2008			2009			2008
Interest and dividend income
Loans, including fees	$	5,853		$	6,096		$	16,595		$	18,331
Taxable securities		137			263			517			790
Tax-exempt securities		104			103			311			310
Federal funds sold and other		(13	)		(5	)		(36	)		28
Total interest income		6,081			6,457			17,387			19,459

Interest expense
Deposits	$	1,750		$	2,778		$	6,177		$	8,560
Federal Reserve borrowing		38			—			100			—
FHLB advances		281			405			761			1,237
Subordinated debt		196			223			539			456
Other		1			3			1			6
Total interest expense		2,266			3,409			7,578			10,259

Net interest income		3,815			3,048			9,809			9,200
Provision for loan losses		1,070			665			3,315			2,783

Net interest income after provision for loan losses		2,745			2,383			6,494			6,417

Noninterest income
Service charges on deposit accounts		148			170			455			496
Non-marketable equity security		—			—			(132	)		—
Other income		93			130			288			316
Total noninterest income		241			300			611			812

Noninterest expense
Salaries and employee benefits		1,124			1,141			3,351			3,428
Occupancy and equipment		487			449			1,371			1,338
Regulatory assessment		205			142			811			301
Merger related costs		—			—			—			430
Data processing		241			197			681			595
Other		471			410			1,267			1,385
Total noninterest expense		2,528			2,339			7,481			7,477

Income (loss) before income taxes		458			344			(376	)		(248	)
Income tax expense (benefit)		133			77			(196	)		(212	)
Net income (loss)	$	325		$	267		$	(180	)	$	( 36	)

Weighted average:
Common shares		1,748,586			1,748,567			1,748,482			1,748,183
Dilutive stock options and warrants		488			28,725			—			—
Dilutive shares		1,749,074			1,777,292			1,748,482			1,748,183

Basic earnings (loss) per common share	$	.19		$	.15		$	(.10	)	$	(.02	)
Diluted earnings (loss) per common share	$	.19		$	.15		$	(.10	)	$	(.02	)

See accompanying notes to unaudited consolidated financial statements.

JACKSONVILLE BANCORP, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(Unaudited)

(Dollars in thousands)

	Common Stock					Additional									Accumulated Other
	Outstanding					Paid-In			Retained			Treasury Stock			Comprehensive
	Shares			Amount		Capital			Earnings			Amount			Income (loss)			Total
Balance at January 1, 2008		1,746,331		$	17	$	18,459		$	8,186		$	(40	)	$	7		$	26,629

Comprehensive loss:
Net loss										(36	)								(36	)
Change in unrealized gain (loss)
on securities available-for-
sale, net of tax effects																(253	)		(253	)
Total comprehensive loss																			(289	)

Purchase of treasury stock		(3,018	)										(62	)					(62	)

Issuance of treasury stock		4,500					(7	)		(5	)		100						88

Common stock issued		618																	—

Share-based compensation expense							82												82

Exercise of common stock options,
including tax benefits		200					3												3

Balance at September 30, 2008		1,748,631		$	17	$	18,537		$	8,145		$	(2	)	$	(246	)	$	26,451

Balance at January 1, 2009		1,748,599		$	17	$	18,568		$	8,213		$	(2	)	$	49		$	26,845

Comprehensive income:
Net loss										(180	)								(180	)
Change in unrealized gain
(loss) on securities available-
for-sale, net of tax effects																424			424
Net unrealized loss on cash
flow hedge, net of tax
effects																(175	)		(175	)
Total comprehensive income																			69

Purchase of treasury stock		(3,025	)										(33	)					(33	)

Issuance of treasury stock		2,553					—						27						27

Common stock issued		727																	—

Share-based compensation expense							52												52


Balance at September 30, 2009		1,748,854		$	17	$	18,620		$	8,033		$	(8	)	$	298		$	26,960

See accompanying notes to unaudited consolidated financial statements.

JACKSONVILLE BANCORP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Dollars in thousands)

	Nine Months Ended September 30,
	2009			2008
Cash flows from operating activities
Net income (loss)	$	(180	)	$	(36	)
Adjustments to reconcile net income (loss) to net cash from
operating activities:
Depreciation and amortization		386			387
Net amortization of deferred loan fees		87			54
Provision for loan losses		3,315			2,783
Premium amortization, net of accretion		(54	)		(18	)
Net loss on sale of real estate owned		22			—
Loss on write-down of real estate owned		30			—
Earnings on Bank-owned life insurance		(98	)		(186	)
Share-based compensation		79			170
Loss on disposal of assets		10			38
Loss on non-marketable equity investment		132			—
Deferred income tax		(691	)		(564	)
Net change in accrued interest receivable and other assets		188			(113	)
Net change in accrued expenses and other liabilities		596			(555	)
Net cash from operating activities		3,822			1,960

Cash flows from investing activities
Purchases of securities available-for-sale		(3,076	)		(5,107	)
Proceeds from maturities, calls and paydown		9,699			5,521
of securities available-for-sale
Loan (originations) payments, net		(22,374	)		(40,005	)
Investment in Bank-owned life insurance		—			(3,500	)
Proceeds from sale of real estate owned		3,675			—
Additions to premises and equipment, net		(65	)		(89	)
Net change in Federal Home Loan Bank stock		(1,252	)		1,047
Net cash from (used for) investing activities		(13,393	)		(42,133	)

Cash flows from financing activities
Net change in deposits		(23,941	)		61,923
Net change in Fed funds purchased		43			—
Proceeds from Federal Reserve borrowing		500			—
Net change in overnight FHLB advances		23,350			(8,530	)
Proceeds from long-term FHLB advances		5,000			—
Repayment of long-term FHLB advances		—			(19,000	)
Proceeds from issuance of subordinated debt		—			7,550
Proceeds from exercise of stock options		—			3
Purchase of treasury stock		(33	)		(62	)
Net cash from financing activities		4,919			41,884

Net change in cash and cash equivalents		(4,652	)		1,711
Cash and cash equivalents at beginning of period		10,148			6,035
Cash and cash equivalents at end of period	$	5,496		$	7,746

See accompanying notes to unaudited consolidated financial statements.

JACKSONVILLE BANCORP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Dollars in thousands)

CONSOLIDATED STATEMENTS OF CASH FLOWS (Cont.)

Supplemental disclosures of cash flow information
Cash paid during the period for
Interest	$	7,895	$	10,338
Income taxes		20		795

Supplemental schedule of noncash investing activities
Transfers from loans to real estate owned	$	4,883	$	89

See accompanying notes to unaudited consolidated financial statements.

JACKSONVILLE BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Dollars in thousands, except per share amounts)

NOTE 1 – BASIS OF PRESENTATION

Jacksonville Bancorp, Inc. is a bank holding company headquartered in Jacksonville, Florida. Jacksonville Bancorp, Inc. owns and operates The Jacksonville Bank, which has a total of five operating branches in Jacksonville, Florida.

The consolidated financial statements include the accounts of Jacksonville Bancorp, Inc. and its wholly owned subsidiary, The Jacksonville Bank, and The Jacksonville Bank’s wholly owned subsidiary, Fountain Financial, Inc. The consolidated entity is referred to as the “Company” and The Jacksonville Bank and its subsidiary are collectively referred to as the “Bank.” The Company’s financial condition and operating results principally reflect those of the Bank. All intercompany balances and amounts have been eliminated. For further information refer to the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2008, as filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 20, 2009.

The accounting and reporting policies of the Company reflect banking industry practice and conform to U.S. generally accepted accounting standards. In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported asset and liability balances and revenue and expense amounts and the disclosure of contingent assets and liabilities. Actual results could differ significantly from those estimates.

The consolidated financial information included herein as of and for the periods ended September 30, 2009 and 2008 is unaudited; however, such information reflects all adjustments which are, in the opinion of management, necessary for a fair statement of results for the interim periods. The December 31, 2008 consolidated balance sheet was derived from the Company's December 31, 2008 audited consolidated financial statements.

Subsequent events that occurred after the balance sheet date, but before the financial statements are issued, were evaluated for reporting and disclosure in these financial statements through November 9, 2009, which is the date that these financial statements were issued.

Adoption of New Accounting Standards

Effective July 1, 2009, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standard No. 168 FASB Accounting Standards Codification (“ASC”) and the Hierarchy of Generally Accepted Accounting Principle. This statement eliminated the GAAP hierarchy and the ASC became the only level of authoritative GAAP. Conversion to the ASC did not affect our accounting policies. Reference to specific accounting standards has been replaced with reference to the ASC. Changes to the ASC after June 30, 2009 are referred to as Accounting Standards Updates (“ASU”).

In August 2009, the FASB issued ASU No. 2009-05 Fair Value Measurement and Disclosure (Topic 820) Measuring Liabilities at Fair Value. This ASU provides guidance when estimating the fair value of a liability. When a quoted price in an active market for the identical liability is not available, fair value should be measured using (a) the quoted price of an identical liability when traded as an asset; (b) quoted prices for similar liabilities or similar liabilities when traded as assets; or (c) another valuation technique consistent with the principles of Topic 820. ASU No. 2009-05 was effective October 1, 2009 and the adoption of this ASU will not have an impact on the Company’s results of operations or financial position.

JACKSONVILLE BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Dollars in thousands, except per share amounts)

NOTE 1 – BASIS OF PRESENTATION (Cont.)

In April 2009, the FASB issued Staff Position (FSP) No. 115-2 and No. 124-2 (FASB ASC Topic 320-10-65), Recognition and Presentation of Other-Than-Temporary Impairments. This FSP amends existing guidance for determining whether impairment is other-than-temporary for debt securities and requires an entity to assess whether it intends to sell, or it is more likely than not that it will be required to sell a security in an unrealized loss position before recovery of its amortized cost basis. If either criteria is met, the entire difference between amortized cost and fair value is recognized in earnings. For securities that do not meet the above criteria, the amount of impairment recognized in earnings is limited to the amount related to credit losses, while impairment related to other factors is recognized in other comprehensive income. Additionally, the FSP expands and increases the frequency of existing disclosures about other-than-temporary impairment for debt and equity securities. This FSP is effective for interim and annual reporting periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. The adoption of this FSP on April 1, 2009 did not have a material impact on the Company’s results of operations or financial position.

In April 2009, FASB issued Staff Position (FSP) No. 157-4 (FASB ASC Topic 820-10-65), Determining Fair Value When the Volume and Level of Activity for the Asset and Liability Have Significantly Decreased and Identifying Transactions that are Not Orderly. This FSP emphasizes that even if there has been a significant decrease in the volume and level of activity, the objective of a fair value measurement remains the same. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. This FSP provides factors to consider when evaluating whether there has been a significant decrease in the volume and level of activity for an asset or liability in relation to normal market activity. In addition, when transactions or quoted prices are not considered orderly, adjustments to those prices based on the weight of available information may be needed to determine the appropriate fair value. This FSP also requires increased disclosures. This FSP was effective for interim and annual reporting periods ending after June 15, 2009. The adoption of this FSP at June 30, 2009 did not have a material impact on the Company’s results of operations or financial position.

In April 2009, FASB issued Staff Position (FSP) No. 107-1 and APB 28-1 (FASB ASC Topic 825-10-65), Interim Disclosures about Fair Value of Financial Instruments. This FSP amends FASB Statement No. 107, Disclosures about Fair Value of Financial Instruments, to require disclosures about fair value of financial instruments for interim reporting periods that were previously only required in annual financial statements. This FSP was effective for interim reporting periods ending after June 15, 2009. The adoption of this FSP at June 30, 2009 did not have a material impact on the Company’s results of operations or financial position as it only required disclosures which are included in Note 7.

JACKSONVILLE BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Dollars in thousands, except per share amounts)

NOTE 2 - INVESTMENT SECURITIES

The following table summarizes the amortized cost and fair value of the available-for-sale and held-to-maturity investment securities portfolio at September 30, 2009 and December 31, 2008 and the corresponding amounts of unrealized gains and losses therein:

	Amortized		Unrealized		Unrealized			Fair
	Cost		Gains		Losses			Value
(Dollars in thousands)
September 30, 2009
Available-for sale
U.S. government-sponsored
entities and agencies	$	3,234	$	36	$	(4	)	$	3,266
State and political subdivisions		10,883		390		(3	)		11,270
Mortgage-backed securities –
residential		8,514		328		-			8,842
Collateralized mortgage
obligations - residential		405		12		-			417

Total available-for-sale
securities	$	23,036	$	766	$	(7	)	$	23,795

Total held-to-maturity securities	$	50	$	—	$	—		$	50

	Amortized		Unrealized		Unrealized			Fair
	Cost		Gains		Losses			Value
(Dollars in thousands)
December 31, 2008
Available-for sale
U.S. government-sponsored
entities and agencies	$	8,204	$	91	$	(11	)	$	8,284
State and political subdivisions		10,918		122		(262	)		10,778
Mortgage-backed securities –
residential		9,829		197		(59	)		9,967
Collateralized mortgage
obligations - residential		654		2		(1	)		655

Total available-for-sale
securities	$	29,605	$	412	$	(333	)	$	29,684

Total held-to-maturity securities	$	50	$	—	$	—		$	50

10.

JACKSONVILLE BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Dollars in thousands, except per share amounts)

NOTE 2 - INVESTMENT SECURITIES (Cont.)

The amortized cost and fair value of the investment securities portfolio are shown by expected maturity. Expected maturities may differ from contractual maturities if borrowers have the right to call or prepay obligations with or without call or prepayment penalties.

	September 30, 2009
	Amortized		Fair
	Cost		Value
Maturity
Available-for-sale
Within one year	$	4,458	$	4,489
One to five years		5,315		5,472
Five to ten years		4,344		4,575
Beyond ten years		-		-
Mortgage-backed		8,514		8,842
Collateralized Mortgage Obligations		405		417
Total	$	23,036	$	23,795

Held-to-maturity
Within one year	$	50	$	50

Total	$	23,086	$	23,845

The following table summarizes the investment securities with unrealized losses at September 30, 2009 and December 31, 2008 by aggregated major security type and length of time in a continuous unrealized loss position:

	Less Than 12 Months					12 Months or Longer					Total
	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
	Value		Losses			Value		Losses			Value		Losses
(Dollars in thousands)
September 30, 2009

Available-for-sale
U.S. government-
sponsored entities
and agencies	$	746	$	(4	)	$	-	$	-		$	746	$	(4	)
States and political		248		(2	)		304		(1	)		552		(3	)
Mortgage-backed
securities – residential		-		-			-		-			-		-
Collateralized mortgage
obligations - residential		-		-			-		-			-		-


Total available-for-sale	$	994	$	(6	)	$	304	$	(1	)	$	1,298	$	(7	)

Held-to-maturity
other securities		-		-			-		-			-		-

Total held-to-maturity	$	-	$	-		$	-	$	-		$	-	$	-

11.

JACKSONVILLE BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Dollars in thousands, except per share amounts)

NOTE 2 - INVESTMENT SECURITIES (Cont.)

	Less Than 12 Months					12 Months or Longer					Total
	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
	Value		Losses			Value		Losses			Value		Losses
(Dollars in thousands)
December 31, 2008

Available-for-sale
U.S. government- sponsored entities and agencies	$	739	$	(11	)	$	-	$	-		$	739	$	(11	)
States and political		5,487		(262	)		-		-			5,487		(262	)
Mortgage-backed securities – residential		1,903		(58	)		396		(1	)		2,299		(59	)
Collateralized mortgage obligations - residential		50		-			327		(1	)		377		(1	)

Total available-for-sale	$	8,179	$	(331	)	$	723	$	(2	)	$	8,902	$	(333	)

Held-to-maturity other securities		-		-			-		-			-		-

Total held-to-maturity	$	-	$	-		$	-	$	-		$	-	$	-

Other-Than-Temporary-Impairment

Management evaluates securities for other-than-temporary impairment (“OTTI”) at least on a quarterly basis and more frequently when economic or market conditions warrant such an evaluation. The investment securities portfolio is evaluated for OTTI by segregating the portfolio into two general segments and applying the appropriate OTTI model. Investment securities classified as available for sale or held-to-maturity are generally evaluated for OTTI under Subsequent Measurements of Debt and Equity Securities Topic of the ASC. However, certain purchased beneficial interests, including non-agency mortgage-backed securities, asset-backed securities, and collateralized debt obligations, that had credit ratings at the time of purchase of below AA, are evaluated using the model outlined in Subsequent Measurements in Beneficial Interest in Securitized Financial Assets Topic of the ASC.

In determining OTTI under the Subsequent Measurements of Debt and Equity Securities Topic model, management considers many factors, including: (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, (3) whether the market decline was affected by macroeconomic condition, and (4) whether the entity has the intent to sell the debt security or more likely than not will be required to sell the debt security before its anticipated recovery. The assessment of whether an other-than-temporary decline exists involves a high degree of subjectivity and judgment and is based on the information available to management at a point in time.

The second segment of the portfolio uses the OTTI guidance that is specific to purchased beneficial interests that, on the purchase date, were rated below AA. Under this model, the Company compares the present value of the remaining cash flows as estimated at the preceding evaluation date to the current expected remaining cash flows. An OTTI is deemed to have occurred if there has been an adverse change in the remaining expected future cash flows. It is not the Bank’s policy to purchase securities rated below AA.

12.

JACKSONVILLE BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Dollars in thousands, except per share amounts)

NOTE 2 - INVESTMENT SECURITIES (Cont.)

When OTTI occurs under either model, the amount of the OTTI recognized in earnings depends on whether an entity intends to sell the security or it is more likely than not it will be required to sell the security before recovery of its amortized cost basis, less any current-period credit loss. If an entity intends to sell or it is more likely than not it will be required to sell the security before recovery of its amortized cost basis, less any current-period credit loss, the OTTI shall be recognized in earnings equal to the entire difference between the investment’s amortized cost basis and its fair value at the balance sheet date. If an entity does not intend to sell the security and it is not more likely than not that the entity will be required to sell the security before recovery of its amortized cost basis less any current-period loss, the OTTI shall be separated into the amount representing the credit loss and the amount related to all other factors. The amount of the total OTTI related to the credit loss is determined based on the present value of cash flows expected to be collected and is recognized in earnings. The amount of the total OTTI related to other factors is recognized in other comprehensive income, net of applicable taxes. The previous amortized cost basis less the OTTI recognized in earnings becomes the new amortized cost basis of the investment.

As of September 30, 2009, the Company’s security portfolio consisted of $23,845 of available-for-sale and held-to-maturity securities, and $1,298 was in an unrealized loss position. The majority of unrealized losses are related to the Company’s U.S. Agency, and State and political securities, as discussed below:

U.S. Agency Securities

All of the U.S. Agency securities held by the Company were issued by U.S. government-sponsored entities and agencies. The decline in fair value is attributable to changes in interest rates and illiquidity, and not credit quality.

Because the Company does not have the intent to sell these securities, and it is likely that it will not be required to sell the securities before their anticipated recovery, the Company does not consider these to be other-than-temporarily impaired at September 30, 2009.

State and Political Securities

All of the State and Political Securities (“Municipal Bonds”) held by the Company were issued by a city or other local government. The Municipal Bonds are general obligations of the issuer and are secured by specified revenues. The decline in fair value is primarily attributable to changes in interest rates and the ratings of the underlying insurers rather than the ability or willingness of the municipality to repay.

For the three-month period ended September 30, 2009, there were no credit losses recognized in earnings.

13.

JACKSONVILLE BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Dollars in thousands, except per share amounts)

NOTE 3 – LOAN PORTFOLIO COMPOSITION

The composition of the Bank’s loan portfolio at September 30, 2009 and December 31, 2008 is indicated below along with the change from December 31, 2008.

							% Increase (Decrease)
	Total Loans			Total Loans			from December 31, 2008
	September 30, 2009			December 31, 2008			to September 30, 2009
Real estate mortgage loans:
Commercial	$	232,692		$	224,677			3.6%
Residential		95,349			81,152			17.5%
Construction(1)		40,447			41,759			(3.1)%
Commercial loans		23,493			28,445			(17.4)%
Consumer loans		4,048			4,070			(.5)%
Subtotal		396,029			380,103			4.2%
Less: Net deferred loan fees		(492	)		(405	)		21.5%
Total	$	395,537		$	379,698			4.2%

(1) Includes construction, land development and other land loans.

NOTE 4 – ALLOWANCE FOR LOAN LOSSES

Activity in the allowance for loan losses for the nine months ended September 30, 2009 and 2008 follows:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2009			2008			2009			2008

Beginning balance	$	5,663		$	4,214		$	4,705		$	3,116
Provisions for loan losses charged to expense		1,070			665			3,315			2,783
Loans charged off		(296	)		(648	)		(1,586	)		(1,675	)
Recoveries of loans previously charged off		18			106			21			113
Ending balance, September 30	$	6,455		$	4,337		$	6,455		$	4,337

Impaired loans were as follows:

	September 30,		December 31,
	2009		2008
Loans with no allocated allowance for loan losses	$	2,714	$	12,931

Loans with allocated allowance for loan losses		18,558		4,352

Total	$	21,272	$	17,283

Amount of the allowance for loan losses allocated	$	715	$	618

14.

JACKSONVILLE BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Dollars in thousands, except per share amounts)

NOTE 5 – SHORT-TERM BORROWING AND FEDERAL HOME LOAN BANK ADVANCES

At September 30, 2009 and December 31, 2008, advances from the Federal Home Loan Bank (FHLB) were as follows:

	2009		2008

Overnight advances maturing daily at a daily variable interest rate of .36% at September 30, 2009	$	23,350	$	—

Convertible advances maturing June 8, 2010 with a quarterly call option beginning June 9, 2008 at a fixed rate of 4.99%		5,000		5,000

Convertible advances maturing June 8, 2012 with a quarterly call option beginning September 10, 2007 at a fixed rate of 4.68%		5,000		5,000

Convertible advances maturing August 13, 2010 with a quarterly call option beginning August 13, 2008 at a fixed rate of 4.51%		5,000		5,000

Convertible advances maturing October 4, 2010 with a quarterly call option beginning October 6, 2008 at a fixed rate of 4.15%		5,000		5,000

Advances maturing May 29, 2012 at a fixed rate of 2.11%		5,000		—

	$	48,350	$	20,000

Each advance is payable at its maturity date, with a prepayment penalty for the fixed rate advances. The advances are collateralized by a blanket lien arrangement of the Company’s first mortgage loans, second mortgage loans and commercial real estate loans.

In 2008, the Company established a “Borrower in Custody” line of credit with the Federal Reserve Bank by pledging excess collateral. The amount of this line at September 30, 2009 was $31,500, of which it had borrowed $26,500 on that date.

NOTE 6 – DERIVATIVE FINANCIAL INSTRUMENT

On July 7, 2009, the Company entered into an interest rate swap transaction with SunTrust Bank to mitigate interest rate risk exposure. Under the terms of the agreement, which relates to the subordinated debt issued to Jacksonville Bancorp, Inc. Statutory Trust III in the amount of $7,550, the Company has agreed to pay a fixed rate of 7.53% for a period of ten years in exchange for the original floating rate contract (90-day LIBOR plus 375 basis points). This derivative instrument is recognized on the balance sheet in other liabilities at its fair value of $281 on September 30, 2009.

Credit risk may result from inability of the counterparties to meet the terms of their contracts. The Company’s exposure is limited to the replacement value of the contracts rather than the notional amount.

15.

JACKSONVILLE BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Dollars in thousands, except per share amounts)

NOTE 7 – CAPITAL ADEQUACY

Federal banking regulators have established certain capital adequacy standards required to be maintained by banks and bank holding companies. The minimum requirements established in the regulations are set forth in the table below, along with the actual ratios for the Company at September 30, 2009 and December 31, 2008:

	Actual					For Capital Adequacy Purposes					To Be Well Capitalized Under Prompt Corrective Action Provisions
	Amount		Ratio			Amount		Ratio			Amount		Ratio
September 30, 2009
Total capital to risk weighted assets
Consolidated	$	46,105		11.83	%	$	31,187		8.00	%		N/A		N/A
Bank		42,047		10.79	%		31,171		8.00	%	$	38,964		10.00	%

Tier 1 (Core) capital to risk weighted assets
Consolidated		35,551		9.12	%		15,593		4.00	%		N/A		N/A
Bank		37,157		9.54	%		15,586		4.00	%		23,378		6.00	%

Tier 1 (Core) capital to average assets
Consolidated		35,551		8.12	%		17,517		4.00	%		N/A		N/A
Bank		37,157		8.48	%		17,524		4.00	%		21,904		5.00	%

December 31, 2008
Total capital to risk weighted assets
Consolidated	$	46,051		11.93	%	$	30,874		8.00	%		N/A		N/A
Bank		40,719		10.58	%		30,795		8.00	%	$	38,494		10.00	%

Tier 1 (Core) capital to risk weighted assets
Consolidated		35,638		9.23	%		15,437		4.00	%		N/A		N/A
Bank		36,014		9.36	%		15,397		4.00	%		23,096		6.00	%

Tier 1 (Core) capital to average assets
Consolidated		35,638		8.26	%		17,264		4.00	%		N/A		N/A
Bank		36,014		8.36	%		17,228		4.00	%		21,535		5.00	%

16.

JACKSONVILLE BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Dollars in thousands, except per share amounts)

NOTE 8 – FAIR VALUE

Fair Value Measurements and Disclosure Topic of the ASC defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. This standard also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair values:

Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in market that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3: Significant unobservable inputs that reflect a company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

The Company used the following methods and significant assumptions to estimate the fair value of each type of financial instrument:

Investment Securities: The fair values for investment securities are determined by quoted market prices, if available (Level 1). For securities where quoted prices are not available, fair values are calculated based on market prices of similar securities (Level 2). For securities where quoted prices or market prices of similar securities are not available, fair values are calculated using discounted cash flows or other market indicators (Level 3). Discounted cash flows are calculated using spread to swap and LIBOR curves that are updated to incorporate loss severities, volatility, credit spread and optionality. During times when trading is more liquid, broker quotes are used (if available) to validate the model. Rating agency and industry research reports as well as defaults and deferrals on individual securities are reviewed and incorporated into the calculations.

Impaired Loans: The fair value of impaired loans with specific allocations of the allowance for loan losses is generally based on recent real estate appraisals. These appraisals may utilize a single valuation approach or a combination of approaches including cost approach, comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are typically significant and result in a Level 3 classification of the inputs for determining fair value.

Other Real Estate Owned: The fair value of other real estate owned is generally based on recent real estate appraisals. These appraisals may utilize a single valuation approach or a combination of approaches, including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available. Management may adjust the appraised value for estimated costs to sell. Such adjustments are typically significant and result in a Level 3 classification of the inputs for determining fair value.

The following assets and liabilities are measured on a recurring basis, including financial assets and liabilities for which the Company has elected the fair value option:

17.

JACKSONVILLE BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Dollars in thousands, except per share amounts)

NOTE 8 – FAIR VALUE (Cont.)

			Fair Value Measurements Using
			Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
(Dollars in thousands)
September 30, 2009
Available-for-sale
U.S. government-sponsored entities and agencies	$	3,266		—	$	3,266		—
State and political subdivisions		11,270		—		11,270		—
Mortgage-backed securities - residential		8,842		—		8,842		—
Collateralized mortgage obligations – residential		417		—		417		—

(Dollars in thousands)
December 31, 2008
Available-for-sale
U.S. government-sponsored entities and agencies	$	8,284		—	$	8,284		—
State and political subdivisions		10,778		—		10,778		—
Mortgage-backed securities - residential		9,967		—		9,967		—
Collateralized mortgage obligations - residential		655		—		655		—

Liabilities:
September 30, 2009
Derivative liability	$	281		—	$	281		—

December 31, 2008
Derivative liability	$	—		—	$	—		—

18.

JACKSONVILLE BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Dollars in thousands, except per share amounts)

NOTE 8 – FAIR VALUE (Cont.)

Assets measured at fair value on a non-recurring basis are summarized below:

			Fair Value Measurements Using
			Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
September 30, 2009
Impaired loans	$	17,843		—		—	$	17,843
Other real estate owned		1,245						1,245

December 31, 2008
Impaired loans	$	3,734		—		—	$	3,734
Other real estate owned		89						89

Impaired loans and other real estate owned, which are measured for impairment using discounted cash flows or the fair value of the collateral for collateral dependent loans, had a carrying amount of $18,558, with a valuation allowance of $715. Other real estate owned, which are measured using the collateral values, had a carrying amount of $1,275, with a valuation allowance of $30. Additional impaired loans, not measured using levels of inputs to measure fair value, had a carrying amount of $2,714. Collateral dependent impaired loans and other real estate owned, valued under Level 3, were measured using current appraised values along with information on recent market transactions as well as management’s assumptions about the criteria that market participants would use in pricing the assets.

The carrying amount and estimated fair values of financial instruments, at September 30, 2009 and December 31, 2008 were as follows:

	September 30, 2009				December 31, 2008
	Carrying		Fair		Carrying		Fair
	Amount		Value		Amount		Value
Financial assets
Cash and cash equivalents	$	5,496	$	5,496	$	10,148	$	10,148
Securities available-for-sale		23,795		23,795		29,684		29,684
Securities held-to-maturity		50		50		50		50
Loans, net		389,082		392,272		374,993		374,454
Federal Home Loan Bank stock		2,957		n/a		1,705		n/a
Independent Bankers’ Bank Stock		153		n/a		285		n/a
Accrued interest receivable		1,946		1,946		2,027		2,027

Financial liabilities
Deposits	$	321,603	$	321,499	$	345,544	$	345,100
Federal funds purchased		43		43		—		—
Other borrowings		74,850		75,721		46,000		47,223
Subordinated debentures		14,550		6,360		14,550		10,613
Accrued interest payable		390		390		568		568
Interest rate swap		281		281		—		—

19.

JACKSONVILLE BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Dollars in thousands, except per share amounts)

NOTE 8 – FAIR VALUE (Cont.)

The methods and assumptions used to estimate fair value are described as follows:

Carrying amount is the estimated fair value for cash and cash equivalents, interest-bearing deposits, accrued interest receivable and payable, demand deposits, short-term debt, and variable rate loans or deposits that reprice frequently and fully. The methods for determining the fair values for securities and impaired loans were described previously. For fixed rate loans or deposits, including FHLB advances, and for variable rate loans or deposits with infrequent repricing or repricing limits, fair value is based on discounted cash flows using current market rates applied to the estimated life. Fair value of loans held for sale is based on market quotes. Fair value of debt is based on current rates for similar financing. Accrued interest receivable and accrued interest payable approximate their fair values. It was not practicable to determine fair value of FHLB and IBB stock due to restrictions placed on its transferability. The fair value of off-balance-sheet items is considered nominal.

20.

JACKSONVILLE BANCORP, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

General

Jacksonville Bancorp, Inc. (“Bancorp”) was incorporated on October 24, 1997 and was organized to conduct the operations of The Jacksonville Bank (the “Bank”). The Bank is a Florida state-chartered commercial bank that opened for business on May 28, 1999, and its deposits are insured by the Federal Deposit Insurance Corporation. The Bank provides a variety of community banking services to businesses and individuals in the greater Jacksonville area of Northeast Florida. During 2000, the Bank formed Fountain Financial, Inc., a wholly owned subsidiary. The primary business activities of Fountain Financial, Inc. consist of referral of our customers to third parties for the sale of insurance products. Bancorp, the Bank and Fountain Financial, Inc. are collectively referred to herein as the “Company.”

Forward Looking Statements

All statements, other than statements of historical facts, included in this Quarterly Report on Form 10-Q regarding our estimates, expectations, beliefs, intentions, projections or strategies for the future, results of operations, financial position, prospects and plans and objectives of management for future operations may be “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995, as amended. We have based these forward-looking statements on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives and financial needs. These forward-looking statements can be identified by the use of terms and phrases such as “believe,” “plan,” “intend,” “anticipate,” “target,” “estimate,” “expect,” and the like, and/or future-tense or conditional constructions (“will,” “may,” “could,” “should,” etc.). Items contemplating or making assumptions about actual or potential future operating results also constitute forward-looking statements. The Company cautions that these forward-looking statements are subject to numerous assumptions, risks and uncertainties, including changes in local economic conditions, changes in regulatory requirements, fluctuations in interest rates, demand for products, and competition, and, therefore, actual results could differ materially from those contemplated by the forward-looking statements. In addition, the Company assumes no duty to update forward-looking statements to reflect events or circumstances after the date of such statements.

Business Strategy

Our primary business segment is community banking and consists of attracting deposits from the general public and using such deposits and other sources of funds to originate commercial business loans, commercial real estate loans, residential mortgage loans and a variety of consumer loans. We also invest in securities backed by the United States government, and agencies thereof, as well as municipal tax-exempt bonds. Our profitability depends primarily on our net interest income, which is the difference between the income we receive from our loan and securities investment portfolios and costs incurred on our deposits, the Federal Home Loan Bank (“FHLB”) advances, Federal Reserve borrowings and other sources of funding. Net interest income is also affected by the relative amounts of interest-earning assets and interest-bearing liabilities. Net interest income is generated as the relative amounts of interest-earning assets grow in relation to the relative amounts of interest-bearing liabilities. In addition, the level of noninterest income earned and noninterest expenses incurred also affects profitability. Included in noninterest income are service charges earned on deposit accounts and increases in cash surrender value of Bank Owned Life Insurance (“BOLI”). Included in noninterest expense are costs incurred for salaries and employee benefits, occupancy and equipment expenses, data processing expenses, marketing and advertising expenses, federal deposit insurance premiums and legal and professional fees.

21.

Our goal is to sustain profitable, controlled growth by focusing on increasing our loan and deposit market share in the Northeast Florida market by developing new financial products, services and delivery channels; closely managing yields on interest-earning assets and rates on interest-bearing liabilities; focusing on noninterest income opportunities; controlling the growth of noninterest expenses; and maintaining strong asset quality. We have initiated programs to expand our scope of services and achieve these goals. The Bank has adopted a philosophy of seeking out and retaining the best available personnel for positions of responsibility which we believe will provide us with a competitive edge in the local banking industry.

Our operations are influenced by the local economic conditions and by policies of financial institution regulatory authorities. Fluctuations in interest rates, due to factors such as competing financial institutions as well as the Federal Reserve’s decisions on changes in interest rates, impact interest-earning assets and our cost of funds and, thus, our net interest margin. In addition, the local economy and real estate market of Northeast Florida and the demand for our products and loans impacts our margin. The local economy and viability of local businesses can also impact the ability of our customers to make payments on loans, thus impacting our loan portfolio. The Company evaluates these factors when valuing its allowance for loan losses. The Company also believes its underwriting procedures are relatively conservative and, as a result, the Company is not being any more affected than the overall market in the current economic downturn.

Introduction

In the following pages, management presents an analysis of the financial condition of the Company as of September 30, 2009 compared to December 31, 2008, and the results of operations for the nine and three months ended September 30, 2009 compared with the same periods in 2008. This discussion is designed to provide a more comprehensive review of the operating results and financial position than could be obtained from an examination of the financial statements alone. This analysis should be read in conjunction with the interim financial statements and related footnotes included herein.

Comparison of Financial Condition at September 30, 2009 and December 31, 2008

Total assets increased $5.9 million, or 1.4%, from $434.0 million at December 31, 2008 to $439.9 million at September 30, 2009. During the nine months ended September 30, 2009, the Company experienced net loan growth of $14.1 million, or 3.8%. The increase in net loans was driven by increases in residential real estate loans of $14.1 million, or 17.5%, and commercial real estate loans of $8.0 million, or 3.6%, offset by decreases in construction real estate loans of $1.3 million, or 3.1%, and commercial loans of $5.0 million, or 17.4%.

Investment securities available-for-sale decreased $5.9 million to $23.8 million at September 30, 2009. During the nine months ended September 30, 2009, we purchased $2.0 million of U.S. government agency securities and a $1.1 million mortgage-backed security. In addition, we received $9.7 million in proceeds from maturities, calls and principal repayments.

Total deposits decreased $23.9 million, or 6.9%, from $345.5 million at December 31, 2008 to $321.6 million at September 30, 2009. During the nine months ended September 30, 2009, time deposits decreased $31.1 million to $185.9 million. During the nine months ended September 30, 2009, money market, NOW and savings deposits increased $4.3 million to $92.1 million and noninterest bearing deposits increased $2.8 million to $43.6 million.

22.

Federal Home Loan Bank advances increased $28.4 million from $20.0 million at December 31, 2008 to $48.4 million at September 30, 2009. Federal Reserve Bank borrowings increased $500,000 to $26.5 million at September 30, 2009. These increases offset the decreases in time deposits discussed above and were the result of management’s desire to take advantage of the lowest possible cost of funding sources.

Total shareholders' equity increased by $115,000 from $26.8 million at December 31, 2008 to $27.0 million at September 30, 2009. The increase is mainly attributable to a net loss of $180,000 and a $175,000 net unrealized loss on cash flow hedge derivative, offset by a change in unrealized gain on securities available-for-sale by $424,000 for the nine months ended September 30, 2009. At September 30, 2009, the Company had 8,000,000 authorized shares of $.01 par value common stock, of which 1,749,526 shares were issued and 1,748,854 shares were outstanding. In addition, the Company had 2,000,000 authorized shares of $.01 par value preferred stock, none of which were issued or outstanding at September 30, 2009.

Comparison of Operating Results for the Nine Months Ended September 30, 2009 and 2008

Net Income

There was a net loss for the first nine months of 2009 of $180,000, compared to a $36,000 net loss in the first nine months of 2008. On a diluted per share basis, the net loss was $0.10 for the nine months ended September 30, 2009, compared to net loss of $0.02 per diluted share in 2008. The net loss for the first nine months of 2009 was driven primarily by additional provisions for loan losses, an increase in the FDIC regulatory assessment and recording an impairment charge on a non-marketable equity security.

Net Interest Income

Net interest income, the difference between interest earned on interest-earning assets and interest paid on interest-bearing liabilities, was $9.8 million for the nine months ended September 30, 2009, compared to $9.2 million for the same period in 2008. Interest income declined $2.1 million when compared to the first nine months of the prior year. This was a result of the reduction in short-term rates by the Federal Reserve in 2008, offset by average earning asset growth of $15.7 million.

The Company experienced growth in its loan portfolio of 4.2% during the first nine months of 2009, compared to loan growth of 11.2% during the first nine months of 2008. During 2009, the most significant increase of the loan portfolio was in residential and commercial real estate.

Many of the Bank’s loans are indexed to the prime rate. The lower level of the prime rate in the first nine months of 2009 compared to the comparative period in 2008 is reflected in the lower average yield on the loan portfolio due to lower rates earned on variable rate loans and new loan production. The average yield on interest-earning assets for the first nine months of 2009 was 5.58%, which was a decrease of 91 basis points, compared to the 6.49% yield earned during the first nine months of 2008.

The average cost of interest-bearing liabilities decreased 115 basis points from 3.94% in the first nine months of 2008 to 2.79% in the comparable period in 2009. The average cost of interest-bearing deposits and all interest-bearing liabilities reflect, in part, the change in the funding mix for the first nine months of 2009 as compared to the same period in 2008. Interest expense declined by $2.7 million as a result of the reduction in short-term rates offset by a transition from core deposits into more expensive time deposits.

The net interest margin increased by 8 basis points from 3.07% to 3.15% when comparing the first nine months of 2009 to the same period last year. This increase is mainly the result of the Company taking advantage of the lowest funding sources available through utilization of established lines at the Federal Home Loan Bank and the Federal Reserve Bank as well as a lower level of nonperforming loans. As of September 30, 2009, the Bank had nonperforming assets of $7.2 million compared to $7.8 million at September 30, 2008. The Company closely monitors its liquidity needs in conjunction with the cost of its funding sources and has taken action to reduce costs through core deposit gathering initiatives focused on generating lower cost demand, money market and savings accounts.

23.

Average Balance Sheet; Interest Rates and Interest Differential. The following table sets forth the average daily balances for each major category of assets, liabilities and shareholders’ equity as well as the amounts and average rates earned or paid on each major category of interest-earning assets and interest-bearing liabilities.

	Nine Months Ended September 30,
	2009								2008
	Average					Average			Average				Average
	Balance		Interest			Rate			Balance		Interest		Rate
	(Dollars in thousands)
Interest-earning assets:
Loans (1)	$	388,193	$	16,595			5.72	%	$	367,001	$	18,331		6.67	%
Securities (2)		27,567		828			4.02			31,919		1,100		4.60
Other interest-earning assets (3)		635		(36	)		(7.58	)		1,775		28		2.11
Total interest-earning assets		416,395		17,387			5.58			400,695		19,459		6.49
Noninterest-earning assets (4)		16,328								16,321
Total assets	$	432,723							$	417,016
Interest-bearing liabilities:
Savings deposits	$	12,833	$	163			1.70		$	14,687	$	333		3.03
NOW deposits		8,083		15			.25			6,826		10		.20
Money market deposits		68,294		786			1.54			85,641		1,639		2.56
Time deposits		201,676		5,213			3.46			188,092		6,578		4.67
FHLB advances		31,209		761			3.26			42,531		1,237		3.89
Federal Reserve borrowing		26,664		100			.50			—		—		—
Subordinated debt		14,550		539			4.95			9,838		456		6.19
Other interest-bearing liabilities (5)		142		1			.94			272		6		2.95
Total interest-bearing liabilities		363,451		7,578			2.79			347,887		10,259		3.94
Noninterest-bearing liabilities		42,283								42,133
Shareholders' equity		26,989								26,996
Total liabilities and shareholders' equity	$	432,723							$	417,016
Net interest income			$	9,809							$	9,200
Interest rate spread (6)							2.79	%						2.55	%
Net interest margin (7)							3.15	%						3.07	%

(1)	Includes nonaccrual loans and deferred loan fees of $492.

(2)	Due to immateriality, the interest income and yields related to certain tax exempt assets have not been adjusted to reflect a fully taxable equivalent yield.

(3)	Includes federal funds sold. The negative income is a result of the amortized expense on the Subordinated Debt.

(4)	For presentation purposes, the BOLI acquired by the Bank has been included in noninterest-earning assets.

(5)	Includes federal funds purchased.

(6)	Interest rate spread represents the difference between the average yield on interest-earning assets and the average cost of interest-bearing liabilities.

(7)	Net interest margin is net interest income divided by average interest-earning assets.

24.

Rate/Volume Analysis. The following table sets forth the effect of changes in volumes, changes in rates, and changes in rate/volume on tax-equivalent interest income, interest expense and net interest income.

	Nine Months Ended September 30,
	2009 Versus 2008 (1)
	Increase (decrease) due to changes in:
							Net
	Volume			Rate			Change
	(Dollars in thousands)
Interest income:
Loans	$	1,015		$	(2,751	)	$	(1,736	)
Securities		(140	)		(132	)		(272	)
Other interest-earning assets		(8	)		(56	)		(64	)
Total interest income		867			(2,939	)		(2,072	)

Interest expense:
Savings deposits		(38	)		(132	)		(170	)
NOW deposits		2			3			5
Money market deposits		(287	)		(566	)		(853	)
Time deposits		448			(1,813	)		(1,365	)
FHLB advances		(296	)		(180	)		(476	)
Federal Reserve borrowing		100			—			100
Subordinated debt		188			(105	)		83
Other interest-bearing liabilities		(2	)		(3	)		(5	)
Total interest expense		115			(2,796	)		(2,681	)

Decrease in net interest income	$	752		$	(143	)	$	609

(1)

The change in interest due to both rate and volume has been allocated to the volume and rate components in proportion to the relationship of the dollar amounts of the absolute change in each.

Critical Accounting Policies

A critical accounting policy is one that is both very important to the portrayal of the Company’s financial condition and requires management’s most difficult, subjective or complex judgments. The circumstances that make these judgments difficult, subjective or complex have to do with the need to make estimates about the effect of matters that are inherently uncertain. Based on this definition, the Company’s primary critical accounting policy is the establishment and maintenance of an allowance for loan losses.

The allowance for loan loss is established through a provision for loan loss charged to expense. Loans are charged against the allowance for loan loss when management believes that the collectibility of the principal is unlikely. The allowance is an amount that management believes is appropriate to absorb inherent probable and estimable incurred losses on existing loans that may become uncollectible based on evaluations of the collectibility of the loans. The evaluations take into consideration such objective factors as changes in the nature and volume of the loan portfolio and historical loss experience. The evaluation also considers certain subjective factors such as overall portfolio quality, review of specific problem loans and current economic conditions that may affect the borrowers’ ability to pay. The level of allowance for loan loss is also impacted by increases and decreases in loans outstanding because either more or less allowance is required as the amount of the Company’s credit exposure changes. To the extent actual loan losses differ materially from management’s estimate of these subjective factors, loan growth/run-off accelerates, or the mix of loan types changes, the level of provision for loan loss, and related allowance can, and will, fluctuate.

25.

Additional information with regard to the Company’s methodology and reporting of the allowance for loan losses is included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, as filed with the Securities and Exchange Commission on March 20, 2009.

Asset Quality

The Company has identified certain assets as risk elements. These assets include nonaccruing loans, loans that are contractually past due 90 days or more as to principal or interest payments and still accruing, troubled debt restructurings, and foreclosed real estate. Loans are placed on nonaccrual status when management has concerns regarding its ability to collect the outstanding loan principal and interest amounts and typically when such loans are more than 90 days past due. These loans present more than the normal risk that the Company will be unable to eventually collect or realize their full carrying value. The Company’s risk elements at September 30, 2009 and December 31, 2008 were as follows:

	September 30,			December 31,
	2009			2008
	(Dollars in thousands)

Nonaccruing loans	$	5,950		$	12,436
Loans past due over 90 days still on accrual		—			—
Total nonperforming loans		5,950			12,436
Foreclosed assets, net		1,245			89
Total nonperforming assets		7,195			12,525
Troubled debt restructuring		13,589			—
Total nonperforming assets and troubled debt restructuring	$	20,784		$	12,525

Allowance for loan losses	$	6,455		$	4,705

Nonperforming loans and foreclosed assets as a percent of total assets		1.64	%		2.89	%
Nonperforming loans as a percent of gross loans		1.50	%		3.28	%
Allowance for loan losses as a percent of nonperforming loans		108.49	%		37.83	%

Loans past due 30-89 days, still accruing	$	4,849		$	1,797
Assets classified as substandard and doubtful	$	46,118		$	28,860

Loans are impaired when it is considered probable that management will not collect the outstanding loan principal and interest amounts according to the loan’s contractual terms or realize the full carrying value of the loan. At September 30, 2009, the Company had impaired loans of $21.3 million, compared to $17.3 million at December 31, 2008. Of the $21.3 million, $6.0 million are nonperforming loans as reflected above.

While the Company experienced improvement in nonperforming assets during the quarter, it considers all risk elements, including early indicators of potential problem loans, when determining the appropriateness of the allowance for loan losses. These early indicators include increases in loan delinquencies (30-89 days past due) and increases in internal classifications of loans deemed to be substandard and doubtful.

26.

On January 22, 2009, the Bank foreclosed on a commercial property located in downtown Jacksonville. The loan, which was originally made on February 15, 2005, had ceased accruing interest on May 8, 2008. On February 28, 2009, the property was sold for $3.7 million. A charge-off in the amount of $368,000 was recorded at the time of foreclosure, of which the full amount had previously been reserved through the Allowance for Loan Losses.

On April 6, 2009, the Bank foreclosed on a residential property that was listed as an impaired loan as of March 31, 2009. The loan, which was originally made on January 8, 2002, had ceased accruing interest on February 29, 2008. On May 4, 2009, the property was sold for $200,000.

In June 2009, the Bank recorded an in-substance foreclosure in the amount of $594,000 on a commercial property located in Palm Coast, Florida. The loan was listed as impaired as of March 31, 2009 and had ceased accruing interest on April 17, 2009. A $126,000 charge-off was recorded at the time of foreclosure.

During the first nine months of 2009, the Bank recorded $58,000 for Other Real Estate Owned expenses, which included a $30,000 write down for a property value decline. This property has been in the Bank’s possession since September 2008.

The Company critically evaluates all requests for additional funding on classified loans to determine whether the borrower has the capacity and willingness to repay. Any requests of this nature require concurrence by the Loan Committee of the Board of Directors.

Allowance and Provision for Loan Losses

The allowance for loan losses grew by $1.8 million during the first nine months of 2009, amounting to $6.5 million at September 30, 2009, as compared to $4.7 million at December 31, 2008. The allowance represented approximately 1.63% of total loans at September 30, 2009 and 1.24% at December 31, 2008. During the first nine months of 2009, the Company had charge-offs of $1.6 million, recoveries of $21,000 and recorded a $3.3 million provision for loan losses compared to charge-offs of $1.7 million, recoveries of $113,000 and a provision for loan losses of $2.8 million for the first nine months of 2008. The larger provision for loan losses in 2009 was driven primarily by the level of charge offs and the expanded level of impaired loans identified during the year. Additionally, the worsening economic conditions, coupled with the continued softness in the residential real estate market, growing softness in the commercial real estate market along with the Bank’s concentration in collateral dependent real estate loans, were considered when determining the appropriate level of loan loss reserves in the first nine months of 2009.

The Bank’s increased identification efforts of potential losses in the portfolio are based on a variety of specific factors, including the Company’s own experience as well as industry and economic trends. Impaired loans were $21.3 million as of September 30, 2009; of this amount, $715,000 was specifically allocated to the allowance for loan losses which is deemed appropriate to absorb probable losses.

The allowance for loan losses is a valuation allowance for credit losses in the loan portfolio. Management has adopted a methodology to properly analyze and determine an adequate loan loss allowance. The analysis is based on sound, reliable and well documented information and is designed to support an allowance that is adequate to absorb all estimated incurred losses in the Company’s loan portfolio. Due to their similarities, the Company has grouped the loan portfolio into three components. The components are residential real estate loans, consumer loans and commercial loans. The Company has created a loan classification system to properly calculate the allowance for loan losses. Loans are evaluated for impairment. If a loan is deemed to be impaired, a portion of the allowance is allocated so that the loan is reported, net, at the present value of estimated future cash flows using the loan’s existing rate or at the fair value of collateral if repayment is expected solely from the sale of the collateral.

27.

In estimating the overall exposure to loss on impaired loans, the Company has considered a number of factors, including the borrower’s character, overall financial condition, resources and payment record, the prospects for support from any financially responsible guarantors, and the realizable value of any collateral. The Company also considers other internal and external factors when determining the allowance for loan losses. These factors include, but are not limited to, changes in national and local economic conditions, commercial lending staff limitations, impact from lengthy commercial loan workout and charge-off periods, loan portfolio concentrations and trends in the loan portfolio.

Bank regulators have issued “Joint Guidance on Concentrations in Commercial Real Estate Lending.” This document outlines regulators’ concerns regarding the high level of growth in commercial real estate loans on banks’ balance sheets. Many banks, especially those in Florida, have seen a substantial increase in exposure to commercial real estate loans. The concentration in this category is considered when analyzing the adequacy of the loan loss allowance based on sound, reliable and well documented information.

Based on the results of the analysis performed by management at September 30, 2009, the allowance for loan loss is considered to be appropriate to absorb estimated loan losses in the portfolio as of that date. As more fully discussed in the “Critical Accounting Policies” section of this Management’s Discussion and Analysis of Financial Condition and Results of Operations, the process for estimating credit losses and determining the allowance for loan losses as of any balance sheet date is subjective in nature and requires material estimates. Actual results could differ significantly from these estimates.

The amount of future charge-offs and provisions for loan losses could be affected by, among other things, economic conditions in Jacksonville, Florida, and the surrounding communities. Such conditions could affect the financial strength of the Company’s borrowers and the value of real estate collateral securing the Company’s mortgage loans. Loans secured by real estate represent approximately 93% of the Company’s total loans outstanding at September 30, 2009. Economic conditions in Jacksonville have deteriorated over the last several quarters, resulting in a softening of real estate values. Conditions and values could deteriorate further in the future, and such deterioration could be substantial. If this were to occur, some of the Company’s borrowers may be unable to make the required contractual payments on their loans, and the Company may be unable to realize the full carrying value of such loans through foreclosure. The Company is unable to determine at this time the effect of such an occurrence on the Company’s financial condition and results of operations; however, management believes that the Company should not be any more affected than the overall market.

Future provisions and charge-offs could also be affected by environmental impairment of properties securing the Company’s mortgage loans. Under the Company’s current policy, an environmental audit is required on the majority of all commercial-type properties that are considered for a mortgage loan. At the present time, the Company is not aware of any existing loans in the portfolio where there is environmental pollution existing on the mortgaged properties that would materially affect the value of the portfolio.

Noninterest Income, Noninterest Expense and Income Taxes

Noninterest income was $611,000 for the nine months ended September 30, 2009, compared to $812,000 for the comparable 2008 period. This decline was principally the result of recognizing a $132,000 write-off in the stock of Silverton Bank, N.A. due to its May 2009 failure and an $87,000 reduction in the earnings on the BOLI policy. This was offset by a loan referral fee in the amount of $52,000.

Noninterest expense remained flat at $7.5 million for the nine months ended September 30, 2009, compared to the same period in 2008. Increases in data processing fees and regulatory assessments were offset by a reduction in compensation expense, directors’ fees and professional fees for the nine months ended September 30, 2009. During the same period in 2008, the Company recorded a one-time charge of $430,000 as a result of the termination of the agreement to acquire Heritage Bancshares, Inc.

28.

The income tax benefit for the nine months ended September 30, 2009 was $196,000, compared to an income tax benefit of $212,000 for the nine months ended September 30, 2008. The tax benefit is the result of the benefits derived from tax-free municipal bonds and tax-free income earned on the bank-owned life insurance policies, resulting in a greater percentage of loss being taxed at the statutory rates.

Comparison of Operating Results for the Three Months Ended September 30, 2009 and 2008

Net income for the third quarter of 2009 was $325,000, or $.19 per diluted share, as compared to net income of $267,000, or $.15 per diluted share, earned for the same quarter last year. During the third quarter of 2009, the Company recorded a $1.1 million provision for loan loss, compared to a $665,000 provision for the third quarter of 2008. The Company recorded $205,000 for regulatory assessments in the third quarter of 2009, compared to $142,000 in the third quarter of 2008. The increases were offset by a decrease in compensation, advertising and business development.

Net interest income was $3.8 million for the third quarter of 2009 compared to $3.0 million for the same period in 2008. Interest income for the quarter declined $376,000 when compared to the prior year as a result of the ongoing reduction in short-term rates by the Federal Reserve offset by average earning asset growth of $9.0 million. Interest expense declined by $1.1 million as a result of the reduction in short-term rates and utilizing less expensive wholesale funding to support the Company’s earning asset growth. The net interest margin improved to 3.59% for the quarter, compared to 2.94% for the comparable period in 2008.

Capital

The Company’s capital management policy is designed to build and maintain capital levels that meet regulatory standards. Under current regulatory capital standards, banks are classified as well-capitalized, adequately-capitalized or undercapitalized. Under such standards, a well-capitalized bank is one that has a total risk-based capital ratio equal to or greater than 10%, a Tier 1 risk-based capital ratio equal to or greater than 6%, and a Tier 1 leverage capital ratio equal to or greater than 5%. The Bank’s total risk-based capital, Tier 1 risk-based capital and Tier 1 leverage capital ratios were 10.79%, 9.54% and 8.48%, respectively, at September 30, 2009. The Company also maintains capital levels that meet the same regulatory standards. If the capital ratios of Bancorp and the Bank were to fall below levels required under regulatory standards, it is their policy to increase capital in an amount sufficient to meet regulatory requirements within 30 days.

The Company has included in Tier 1 Capital and Total Capital the trust preferred securities that were issued in June 2004, December 2006 and June 2008.

Cash Flows and Liquidity

Cash Flows. The Company’s primary sources of cash are deposit growth, maturities and amortization of investment securities, FHLB advances, Federal Reserve Bank borrowings and federal funds purchased. The Company uses cash from these and other sources to fund loan growth. Any remaining cash is used primarily to reduce borrowings and to purchase investment securities. During the first nine months of 2009, the Company’s cash and cash equivalent position decreased by $4.7 million. The decrease in cash mainly resulted from a decrease in deposit accounts of approximately $23.9 million from $345.5 million at December 31, 2008 to $321.6 million at September 30, 2009, and net loan originations of $22.4 million, offsetting proceeds from available-for-sale securities of $9.7 million and increases in overnight long-term advances from the FHLB and FRB in the amount of $28.9 million.

29.

Liquidity. The Company has both internal and external sources of near-term liquidity that can be used to fund loan growth and accommodate deposit outflows. The primary internal sources of liquidity are principal and interest payments on loans; proceeds from maturities and monthly payments on the balance of the investment securities portfolio; and its overnight position with federal funds sold. At September 30, 2009, the Company had $23.8 million in available-for-sale securities not subject to pledge agreements.

The Company’s primary external sources of liquidity are customer deposits and borrowings from other commercial banks. The Company’s deposit base consists of both deposits from businesses and consumers in its local market as well as national market and brokered certificates of deposit. The Company can also borrow overnight federal funds and fixed-rate term products under credit facilities established with the FHLB, Federal Reserve Discount Window and other commercial banks. These lines, in the aggregate amount of approximately $114.3 million, do not represent legal commitments to extend credit.

Contractual Obligations, Commitments and Contingent Liabilities. The Company has various financial obligations, including contractual obligations and commitments that may require future cash payments. Management believes that there have been no material changes in the Company’s overall level of these financial obligations since December 31, 2008 and that any changes in the Company’s obligations which have occurred are routine for the industry. Further discussion of the nature of each type of obligation is included in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, as filed with the SEC on March 20, 2009, and is incorporated herein by reference.

Off-Balance Sheet Arrangements. There have been no material changes in the risks related to off-balance sheet arrangements since the Company’s disclosure in its Annual Report on Form 10-K for the year ended December 31, 2008.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Market risk is the risk that a financial institution will be adversely impacted by unfavorable changes in market prices. These unfavorable changes could result in a reduction in net interest income, which is the difference between interest earned on interest-earning assets and interest paid on interest-bearing liabilities.

Interest rate risk is the sensitivity of income to variations in interest rates over both short-term and long-term horizons. The primary goal of interest rate risk management is to control this risk within limits approved by the Board of Directors and narrower guidelines approved by the Asset Liability Committee. These limits and guidelines reflect the Bank’s tolerance for interest rate risk. The Bank attempts to control interest rate risk by identifying and quantifying exposures. The Bank quantifies its interest rate risk exposures using sophisticated simulation and valuation models as well as simpler gap analyses performed by a third-party vendor specializing in this activity. There have been no significant changes in the Bank’s primary market risk exposure or how those risks are managed since our disclosures in our Annual Report on Form 10-K for the year ended December 31, 2008.

The Bank’s internal policy on interest rate risk specifies that if interest rates were to shift immediately up or down 200 basis points, estimated net interest income for the next 12 months should change by less than 15%. The most current simulation projects the Bank’s net interest income to be within the parameters of its internal policy and has not changed significantly from our disclosures in our Annual Report on Form 10-K for the year ended December 31, 2008. Such simulation involves numerous assumptions and estimates, which are inherently subjective and are subject to substantial business and economic uncertainties. Accordingly, the actual effects of an interest rate shift under actual future conditions may be expected to vary significantly from those derived from the simulation to the extent that the assumptions used in the simulation differ from actual conditions.

30.

Item 4. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

The Company maintains controls and procedures designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Based upon management’s evaluation of those controls and procedures as of the end of the fiscal quarter covered by this quarterly report on Form 10-Q, the Chief Executive Officer and Chief Financial Officer of the Company concluded that, subject to the limitations noted below, the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) are effective to ensure that the information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

(b) Changes in Internal Controls

In the ordinary course of business, the Company may routinely modify, upgrade and enhance its internal controls and procedures for financial reporting. In an effort to improve internal control over financial reporting, the Company continues to emphasize the importance of identifying areas for improvement and to create and implement new policies and procedures where deficiencies exist. There have not been any changes in the Company’s internal controls over financial reporting as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management’s override of the control.

The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

31.

PART II - OTHER INFORMATION

Item 1.

Legal Proceedings

From time to time, as a normal incident of the nature and kind of business in which we are engaged, various claims or charges are asserted against us and/or our directors, officers or affiliates. In the ordinary course of business, the Company and its subsidiary are also subject to regulatory examinations, information gathering requests, inquiries and investigations. Other than ordinary routine litigation incidental to our business, management believes after consultation with legal counsel that there are no pending legal proceedings against the Company or the Bank that will, individually or in the aggregate, have a material adverse effect on the consolidated results of operations or financial condition of the Company.

Item 1A.

Risk Factors

There have been no material changes from the risk factors disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, as filed with the SEC on March 20, 2009.

Item 2.

Unregistered Sales of Equity 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

Exhibit No. 3.1: Articles of Incorporation of the Company (1)

Exhibit No. 3.2: Amended and Restated Bylaws of the Company, as amended to date (2)

Exhibit No. 31.1: Certification of principal executive officer required by Rule 13a-14(a)/15d-14(a) of the Exchange Act

Exhibit No. 31.2: Certification of principal financial officer required by Rule 13a-14(a)/15d-14(a) of the Exchange Act

Exhibit No. 32: Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes–Oxley Act of 2002

(1)

Incorporated herein by reference to Appendix A to Form SB-2, filed September 30, 1998, Registration No. 333-64815.

(2)

Incorporated herein by reference to Exhibit No. 3.2 to Form 10-K for year ended December 31, 2008, filed March 20, 2009, File No. 000-30248.

32.

JACKSONVILLE BANCORP, INC.

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.

	JACKSONVILLE BANCORP, INC.

Date: November 9, 2009	/s/ Gilbert J. Pomar, III
	Gilbert J. Pomar, III
	President and Chief Executive Officer

Date: November 9, 2009	/s/ Valerie A. Kendall
	Valerie A. Kendall
	Executive Vice President
	and Chief Financial Officer

33.

JACKSONVILLE BANCORP, INC.

EXHIBIT INDEX

Exhibit No. 3.1: Articles of Incorporation of the Company (1)

Exhibit No. 3.2: Amended and Restated Bylaws of the Company, as amended to date (2)

Exhibit No. 31.1: Certification of principal executive officer required by Rule 13a-14(a)/15d-14(a) of the Exchange Act

Exhibit No. 31.2: Certification of principal financial officer required by Rule 13a-14(a)/15d-14(a) of the Exchange Act

Exhibit No. 32: Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes–Oxley Act of 2002

(1)

Incorporated herein by reference to Appendix A to Form SB-2, filed September 30, 1998, Registration No. 333-64815.

(2)

Incorporated herein by reference to Exhibit No. 3.2 to Form 10-K for year ended December 31, 2008, filed March 20, 2009, File No. 000-30248.

34.

Attached files

JACKSONVILLE BANCORP INC /FL/ Reports

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