Jacksonville Bancorp, Inc. - FORM 10-Q

Attached files

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EXCEL - IDEA: XBRL DOCUMENT - Jacksonville Bancorp, Inc.	Financial_Report.xls
EX-32.1 - EXHIBIT 32.1 - Jacksonville Bancorp, Inc.	ex_32-1.htm
EX-31.2 - EXHIBIT 31.2 - Jacksonville Bancorp, Inc.	ex_31-2.htm
EX-31.1 - EXHIBIT 31.1 - Jacksonville Bancorp, Inc.	ex_31-1.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, 2014

OR

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
	OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period of _________ to _________

Commission File Number 001-34821


Jacksonville Bancorp, Inc.
(Exact name of registrant as specified in its charter)

Maryland	36-4670835
(State or other jurisdiction of incorporation)	(I.R.S. Employer Identification Number)

1211 West Morton Avenue
Jacksonville, Illinois	62650
(Address of principal executive office)	(Zip Code)

Registrant’s telephone number, including area code: (217) 245-4111

Indicate by check whether issuer (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

x Yes

o No

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

x Yes

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

	o Large Accelerated Filer	o Accelerated Filer
	o Non-Accelerated Filer	x Smaller Reporting Company

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

o Yes

x No

As of November 1, 2014, there were 1,818,743 shares of the Registrant’s common stock issued and outstanding.

JACKSONVILLE BANCORP, INC.

FORM 10-Q

September 30, 2014

TABLE OF CONTENTS


		Page
PART I	FINANCIAL INFORMATION

Item 1.	Financial Statements

	Condensed Consolidated Balance Sheets	1

	Condensed Consolidated Statements of Income	2

	Condensed Consolidated Statements of Comprehensive Income (Loss)	3

	Condensed Consolidated Statement of Stockholders’ Equity	4

	Condensed Consolidated Statements of Cash Flows	5

	Notes to the Condensed Consolidated Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	39

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	54

Item 4	Controls and Procedures	56

PART II	OTHER INFORMATION	57

Item 1.	Legal Proceedings	57
Item 1.A.	Risk Factors	57
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	57
Item 3.	Defaults Upon Senior Securities	57
Item 4.	Mine Safety Disclosures	57
Item 5.	Other Information	57
Item 6.	Exhibits	57

	Signatures	58

EXHIBITS

	Section 302 Certifications
	Section 906 Certification
	XBRL Instance Document
	XBRL Taxonomy Extension Schema Document
	XBRL Taxonomy Calculation Linkbase Document
	XBRL Taxonomy Extension Definition Linkbase Document
	XBRL Taxonomy Label Linkbase Document
	XBRL Taxonomy Presentation Linkbase Document

PART I – FINANCIAL INFORMATION


JACKSONVILLE BANCORP, INC.
ITEM 1. FINANCIAL STATEMENTS

CONDENSED CONSOLIDATED BALANCE SHEETS
	September 30,			December 31,
ASSETS	2014			2013
	(Unaudited)
Cash and cash equivalents	$	4,152,268		$	6,098,870
Investment securities - available for sale		60,310,597			60,638,942
Mortgage-backed securities - available for sale		45,387,028			48,345,655
Federal Home Loan Bank stock		1,113,800			1,113,800
Other investment securities		75,248			81,918
Loans held for sale - net		377,350			262,461
Loans receivable - net of allowance for loan losses of $2,991,464 and $3,406,434 as of September 30, 2014 and December 31, 2013		181,837,507			180,639,502
Premises and equipment - net		4,986,297			5,178,978
Cash surrender value of life insurance		6,867,825			6,815,059
Accrued interest receivable		2,707,775			1,817,415
Goodwill		2,726,567			2,726,567
Capitalized mortgage servicing rights, net of valuation allowance of $62,185 and $73,392 as of September 30, 2014 and December 31, 2013		646,226			673,576
Real estate owned		405,700			281,918
Deferred income taxes		1,712,707			2,703,110
Other assets		942,356			1,041,005

Total Assets	$	314,249,251		$	318,418,776

LIABILITIES AND STOCKHOLDERS’ EQUITY

Deposits	$	240,788,366		$	251,738,391
Other borrowings		21,483,796			19,610,297
Advance payments by borrowers for taxes and insurance		491,544			857,814
Accrued interest payable		172,856			210,226
Deferred compensation payable		4,188,782			3,999,371
Income taxes payable		213,638			34,621
Other liabilities		2,229,567			829,260
Total liabilities		269,568,549			277,279,980

Commitments and contingencies		-			-

Preferred stock, $0.01 par value - authorized 10,000,000 shares; none issued and outstanding		-			-
Common stock, $0.01 par value - authorized 25,000,000 shares; issued 1,818,743 shares as of September 30, 2014 and 1,832,860 shares as of December 31, 2013		18,187			18,329
Additional paid-in-capital		14,270,971			14,561,085
Retained earnings		30,125,473			28,233,876
Less: Unallocated ESOP shares		(270,700	)		(287,530	)
Accumulated other comprehensive income (loss)		536,771			(1,386,964	)
Total stockholders’ equity		44,680,702			41,138,796

Total Liabilities and Stockholders’ Equity	$	314,249,251		$	318,418,776

See accompanying notes to the condensed consolidated financial statements.


JACKSONVILLE BANCORP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2014		2013		2014		2013
	(Unaudited)				(Unaudited)
INTEREST INCOME:
Loans	$	2,309,657	$	2,363,765	$	6,874,987	$	7,008,755
Investment securities		437,853		464,823		1,331,414		1,340,875
Mortgage-backed securities		198,287		222,198		762,952		554,316
Other		415		10,231		1,112		33,952
Total interest income		2,946,212		3,061,017		8,970,465		8,937,898

INTEREST EXPENSE:
Deposits		350,705		435,627		1,106,033		1,356,775
Other borrowings		2,837		3,990		8,201		9,231
Total interest expense		353,542		439,617		1,114,234		1,366,006

NET INTEREST INCOME		2,592,670		2,621,400		7,856,231		7,571,892

PROVISION FOR LOAN LOSSES		30,000		10,000		90,000		40,000

NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES		2,562,670		2,611,400		7,766,231		7,531,892

NON-INTEREST INCOME:
Fiduciary activities		62,181		55,362		208,527		179,471
Commission income		276,132		218,610		932,037		817,481
Service charges on deposit accounts		195,200		216,802		538,344		624,938
Mortgage banking operations, net		45,541		47,995		107,787		194,456
Net realized gains on sales of available-for-sale securities		138,253		170,771		299,835		859,670
Loan servicing fees		90,164		93,488		272,739		278,610
ATM and bank card interchange income		125,434		110,584		373,532		311,301
Other		91,183		96,747		236,497		258,278
Total non-interest income		1,024,088		1,010,359		2,969,298		3,524,205

NON-INTEREST EXPENSE:
Salaries and employee benefits		1,590,225		1,571,222		4,764,860		4,757,787
Occupancy and equipment		243,558		257,073		738,785		769,503
Data processing and telecommunications		122,118		180,763		396,706		464,284
Professional		100,205		53,483		469,611		210,853
Postage and office supplies		55,822		62,051		176,623		193,289
ATM and bank card expense		115,126		66,330		220,305		174,092
Other		243,069		373,429		897,451		947,032
Total non-interest expense		2,470,123		2,564,351		7,664,341		7,516,840

INCOME BEFORE INCOME TAXES		1,116,635		1,057,408		3,071,188		3,539,257
INCOME TAXES		260,619		271,739		750,406		981,065

NET INCOME	$	856,016	$	785,669	$	2,320,782	$	2,558,192

NET INCOME PER COMMON SHARE - BASIC	$	0.48	$	0.43	$	1.29	$	1.37
NET INCOME PER COMMON SHARE - DILUTED	$	0.47	$	0.42	$	1.29	$	1.37

See accompanying notes to the condensed consolidated financial statements.


JACKSONVILLE BANCORP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2014			2013		2014		2013
	(Unaudited)					(Unaudited)

Net Income	$	856,016		$	785,669	$	2,320,782	$	2,558,192

Other Comprehensive Income (Loss)
Unrealized appreciation (depreciation) on available-for-sale securities, net of taxes of $46,030 and $447,183 for the three months ended September 30, 2014 and 2013, respectively, and $1,092,959 and $(1,510,388) for the nine months ended September 30, 2014 and 2013, respectively.		89,352			868,062		2,121,626		(2,931,929	)
Less: reclassification adjustment for realized gains included in net income, net of taxes of $47,006 and $58,062, for the three months ended September 30, 2014 and 2013, respectively, and $101,944 and $292,288 for the nine months ended September 30, 2014 and 2013, respectively.		91,247			112,709		197,891		567,382
		(1,895	)		755,353		1,923,735		(3,499,311	)

Comprehensive Income (Loss)	$	854,121		$	1,541,022	$	4,244,517	$	(941,119	)

See accompanying notes to condensed consolidated financial statements.


JACKSONVILLE BANCORP, INC.

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY
Nine Months Ended September 30, 2014
													Accumulated
				Additional									Other			Total
	Common			Paid-in			Retained			Unallocated			Comprehensive			Stockholders’
(Unaudited)	Stock			Capital			Earnings			ESOP Shares			Income (Loss)			Equity

BALANCE, DECEMBER 31, 2013	$	18,329		$	14,561,085		$	28,233,876		$	(287,530	)	$	(1,386,964	)	$	41,138,796

Net Income		-			-			2,320,782			-			-			2,320,782

Other comprehensive income		-			-			-			-			1,923,735			1,923,735

Stock repurchases		(293	)		(610,555	)		-			-			-			(610,848	)

Exercise of stock options		151			230,827			-			-			-			230,978
Tax benefit of nonqualified options		-			3,513			-			-			-			3,513
Stock based compensation expense		-			67,437			-			-			-			67,437

Shares held by ESOP, commited to be released		-			18,664			-			16,830			-			35,494

Dividends ($0.24 per share)		-			-			(429,185	)		-			-			(429,185	)

BALANCE, SEPTEMBER 30, 2014	$	18,187		$	14,270,971		$	30,125,473		$	(270,700	)	$	536,771		$	44,680,702

See accompanying notes to condensed consolidated financial statements.


JACKSONVILLE BANCORP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	Nine Months Ended
	September 30,
	2014			2013
	(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	2,320,782		$	2,558,192
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization and accretion:
Premises and equipment		288,269			288,420
Amortization of investment premiums and discounts, net		554,335			812,252
Accretion of loan discounts		(388	)		(388	)
Net realized gains on sales of available-for-sale securities		(299,835	)		(859,670	)
Provision for loan losses		90,000			40,000
Mortgage banking operations, net		(107,787	)		(194,456	)
Gain on sale of real estate owned		5,220			-
Loss on sale of premises and fixed assets		-			74,432
Shares held by ESOP commited to be released		35,494			31,326
Tax benefit related to stock options exercised		3,513			1,796
Stock based compensation expense		67,437			67,436
Changes in income taxes payable		179,017			(222,345	)
Changes in assets and liabilities		721,006			426,093
Net cash provided by operations before loan sales		3,857,063			3,023,088
Origination of loans for sale to secondary market		(10,052,228	)		(20,938,733	)
Proceeds from sales of loans to secondary market		10,067,718			20,573,634
Net cash provided by operating activities		3,872,553			2,657,989

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of investment and mortgage-backed securities		(22,621,089	)		(39,747,350	)
Maturity or call of investment securities available-for-sale		725,000			2,000,000
Sale of investment securities available-for-sale		22,940,767			25,258,182
Principal payments on mortgage-backed and investment securities		4,909,215			9,203,109
Proceeds from sale of real estate owned		109,715			-
Proceeds from the sale of premises and equipment		-			264,371
Net increase in loans		(1,535,324	)		(708,647	)
Additions to premises and equipment		(95,588	)		(229,962	)

Net cash provided by (used in) investing activities		4,432,696			(3,960,297	)

(Continued)


JACKSONVILLE BANCORP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW

	Nine Months Ended
	September 30,
	2014			2013
	(Unaudited)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net decrease in deposits	$	(10,950,025	)	$	(10,865,841	)
Net increase in other borrowings		1,873,499			12,205,138
Decrease in advance payments by borrowers for taxes and insurance		(366,270	)		(404,632	)
Stock repurchases		(481,000	)		(1,016,838	)
Exercise of stock options		230,978			88,458
Purchase and retirement of treasury stock related to stock options		(129,848	)		(25,013	)
Dividends paid - common stock		(429,185	)		(420,728	)

Net cash used in financing activities		(10,251,851	)		(439,456	)

NET DECREASE IN CASH AND CASH EQUIVALENTS		(1,946,602	)		(1,741,764	)

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR		6,098,870			7,293,711

CASH AND CASH EQUIVALENTS, END OF PERIOD	$	4,152,268		$	5,551,947

ADDITIONAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest on deposits	$	1,143,068		$	1,413,289
Interest on other borrowings		8,536			7,881
Income taxes paid		572,000			1,203,673

NONCASH INVESTING AND FINANCING ACTIVITIES:
Real estate acquired in settlement of loans	$	252,465		$	89,600
Loans to facilitate sales of real estate owned		145,000			-

See accompanying notes to condensed consolidated financial statements

JACKSONVILLE BANCORP, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.	FINANCIAL STATEMENTS

The accompanying interim condensed consolidated financial statements include the accounts of Jacksonville Bancorp, Inc. and its wholly-owned subsidiary, Jacksonville Savings Bank (the “Bank”) and its wholly-owned subsidiary, Financial Resources Group, Inc. collectively (the “Company”). All significant intercompany accounts and transactions have been eliminated.

In the opinion of management, the preceding unaudited condensed consolidated financial statements contain all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of the financial condition of the Company as of September 30, 2014 and the results of its operations for the three and nine month periods ended September 30, 2014 and 2013. The results of operations for the three and nine month periods ended September 30, 2014 and 2013 are not necessarily indicative of the results which may be expected for the entire year. The condensed consolidated balance sheet of the Company as of December 31, 2013 has been derived from the audited consolidated balance sheet of the Company as of that date. Certain information and note disclosures normally included in the Company’s annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements of the Company for the year ended December 31, 2013 filed as an exhibit to the Company’s Form 10-K filed in March 2014. The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America (GAAP) and to prevailing practices within the industry.

Certain amounts included in the 2013 consolidated statements have been reclassified to conform to the 2014 presentation.

2.	NEW ACCOUNTING PRONOUNCEMENTS

In January 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-04, Troubled Debt Restructurings by Creditors (Subtopic 310-40: Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans Upon Foreclosure which affects all creditors who obtain physical possession (resulting from an in substance repossession or foreclosure) of residential real estate property collateralizing a consumer mortgage loan in satisfaction of a receivable. The ASU is effective for annual periods beginning after December 15, 2014, and interim periods within annual periods beginning after December 15, 2015 which the entity’s annual or interim financial statements have not been made available for issuance. The adoption of this guidance is not expected to have a material impact on the Company’s Consolidated Financial Statements.

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). The update provides a five-step revenue recognition model for all revenue arising from contracts with customers and affects all entities that enter into contracts to provide goods or services to their customers (unless the contracts are included in the scope of other standards). The guidance requires an entity to recognize the revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. For public entities, the guidance is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period, and must be applied either retrospectively or using the modified retrospective approach. Early adoption is not permitted. Management is evaluating the new guidance, but does not expect the adoption of this guidance to have a material impact on the Company’s Consolidated Financial Statements.

3.	EARNINGS PER SHARE

Earnings Per Share - Basic earnings per share is determined by dividing net income for the period by the weighted average number of common shares. Diluted earnings per share considers the potential effects of the exercise of the outstanding stock options under the Company’s stock option plans.

The following reflects earnings per share calculations for basic and diluted methods:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2014		2013		2014		2013

Net income available to common shareholders	$	856,016	$	785,669	$	2,320,782	$	2,558,192

Basic average shares outstanding		1,795,252		1,847,069		1,795,007		1,864,701

Diluted potential common shares:
Stock option equivalents		14,126		2,168		9,136		292
Diluted average shares outstanding		1,809,378		1,849,237		1,804,143		1,864,993

Basic earnings per share	$	0.48	$	0.43	$	1.29	$	1.37

Diluted earnings per share	$	0.47	$	0.42	$	1.29	$	1.37

Stock options for 100,235 shares of common stock were not considered in computing diluted earnings per share for the nine month period ending September 30, 2013, because they were anti-dilutive.

4.	STOCK-BASED COMPENSATION

In connection with the 2010 second-step conversion and related stock offering, the trustee of our Employee Stock Ownership Plan (“ESOP”) purchased an additional 41,614 shares for the ESOP for the exclusive benefit of eligible employees. The ESOP borrowed funds from the Company in an amount sufficient to purchase the 41,614 shares (approximately 4% of the common stock issued in the offering). The loan is secured by the shares purchased and will be repaid by the ESOP with funds from discretionary contributions made by the Bank and dividends received by the ESOP, with funds from any contributions on ESOP assets. Contributions will be applied to repay interest on the loan first, and the remainder will be applied to principal. The loan is expected to be repaid over a period of up to 20 years. Shares purchased with the loan proceeds are held in a suspense account for allocation among participants as the loan is repaid. Contributions to the ESOP and shares released from the suspense account are allocated among participants in proportion to their compensation, relative to total compensation of all active participants. Participants will vest on a pro-rata basis and reach 100% vesting in the accrued benefits under the ESOP after six years. Vesting is accelerated upon retirement, death, or disability of the participant or a change in control of the Bank. Forfeitures will be reallocated to remaining plan participants. Benefits may be payable upon retirement, death, disability, separation from service, or termination of the ESOP. Since the Bank’s annual contributions are discretionary, benefits payable under the ESOP cannot be estimated.

The Company is accounting for its ESOP in accordance with ASC Topic 718, “Employers Accounting for Employee Stock Ownership Plans.” Accordingly, the debt of the ESOP is eliminated in consolidation and the shares pledged as collateral are reported as unearned ESOP shares in the consolidated balance sheet. Contributions to the ESOP shall be sufficient to pay principal and interest currently due under the loan agreement. As shares are committed to be released from the collateral, the Company reports compensation expense equal to the average market price of the shares for the respective period, and the shares become outstanding for earnings per share computations. Dividends, if any, on unallocated shares are recorded as a reduction of debt and accrued interest.

A summary of ESOP shares at September 30, 2014 and 2013 is shown below.

	September 30, 2014		September 30, 2013
Unearned shares		25,392		29,144
Shares committed for release		1,683		1,647
Allocated shares		56,222		57,162
Total ESOP shares		83,297		87,953

Fair value of unearned shares	$	603,773	$	601,964

On April 24, 2012, the compensation committee of the board of directors approved the awards of 104,035 options to purchase Company common stock. The stock options vest over a five-year period and expire ten years after the date of the grant. Apart from the vesting schedule, there are no performance-based conditions or any other material conditions applicable to the options issued.

The following table summarizes stock option activity for the nine months ended September 30, 2014.


						Weighted
				Weighted		Average
				Average		Remaining		Aggregate
				Exercise		Contractual		Instrinsic
	Options			Price/Share		Life (in years)		Value

Outstanding, December 31, 2013		101,336		$	15.63
Granted		-			-
Exercised		(15,101	)		15.53
Forfeited		(400	)		15.65

Outstanding, September 30, 2014		85,835		$	15.65		7.50	$	570,803

Exercisable, September 30, 2014		23,600		$	15.65		7.50	$	156,940

Intrinsic value for stock options is defined as the difference between the current market value and the exercise price. The value is based upon a closing price of $22.30 per share on September 30, 2014.

5.	LOAN PORTFOLIO COMPOSITION

At September 30, 2014 and December 31, 2013, the composition of the Company’s loan portfolio is shown below.


	September 30, 2014					December 31, 2013
	Amount		Percent			Amount		Percent
Real estate loans:
One-to-four family residential	$	44,314,136		24.4	%	$	44,286,657		24.5	%
Commercial		37,558,015		20.7			38,920,692		21.5
Agricultural		40,401,858		22.2			35,005,662		19.4
Home equity		11,599,732		6.3			11,729,112		6.5
Total real estate loans		133,873,741		73.6			129,942,123		71.9

Commercial loans		25,860,867		14.2			29,946,928		16.6
Agricultural loans		12,066,418		6.6			10,559,593		5.9
Consumer loans		13,036,397		7.2			13,605,897		7.5
Total loans receivable		184,837,423		101.6			184,054,541		101.9

Less:
Net deferred loan fees		8,452		0.0			8,605		0.0
Allowance for loan losses		2,991,464		1.6			3,406,434		1.9
Total loans receivable, net	$	181,837,507		100.0	%	$	180,639,502		100.0	%

The Company believes that sound loans are a necessary and desirable means of employing funds available for investment. Recognizing the Company’s obligations to its depositors and to the communities it serves, authorized personnel are expected to seek to develop and make sound, profitable loans that resources permit and that opportunity affords. The Company maintains lending policies and procedures in place designed to focus lending efforts on the types, locations, and duration of loans most appropriate for the business model and markets. The Company’s principal lending activities include the origination of one-to four-family residential mortgage loans, multi-family loans, commercial real estate loans, agricultural loans, home equity lines of credits, commercial business loans, and consumer loans. The primary lending market includes the Illinois counties of Morgan, Macoupin and Montgomery. Generally, loans are collateralized by assets, primarily real estate, of the borrowers and guaranteed by individuals. The loans are expected to be repaid from cash flows of the borrowers or from proceeds from the sale of selected assets of the borrowers.

Loan originations are derived from a number of sources such as real estate broker referrals, existing customers, builders, attorneys and walk-in customers. Upon receipt of a loan application, a credit report is obtained to verify specific information relating to the applicant’s employment, income, and credit standing. In the case of a real estate loan, an appraisal of the real estate intended to secure the proposed loan is undertaken by an independent appraiser approved by the Company. A loan application file is first reviewed by a loan officer in the loan department who checks applications for accuracy and completeness, and verifies the information provided. The financial resources of the borrower and the borrower’s credit history, as well as the collateral securing the loan, are considered an integral part of each risk evaluation prior to approval. The board of directors has established individual lending authorities for each loan officer by loan type. Loans over an individual officer’s lending limit must be approved by the officers’ loan committee consisting of the chairman of the board, president, chief lending officer and all lending officers, which meets three times a week, and has lending authority up to $750,000 depending on the type of loan. Loans to borrowers with an aggregate principal balance over this limit, up to $1.0 million, must be approved by the directors’ loan committee, which meets weekly and consists of the chairman of the board, president, senior vice president, chief lending officer and at least two outside directors, plus all lending officers as non-voting members. The board of directors approves all loans to borrowers with an aggregate principal balance over $1.0 million. The board of directors ratifies all loans that are originated. Once the loan is approved, the applicant is informed and a closing date is scheduled. Loan commitments are typically funded within 30 days.

If the loan is approved, the borrower must provide proof of fire and casualty insurance on the property serving as collateral which insurance must be maintained during the full term of the loan; flood insurance is required in certain instances. Title insurance or an attorney’s opinion based on a title search of the property is generally required on loans secured by real property.

One-to-Four Family Mortgage Loans - Historically, the Bank’s primary lending origination activity has been one-to-four family, owner-occupied, residential mortgage loans secured by property located in the Company’s market area. The Company generates loans through marketing efforts, existing customers and referrals, real estate brokers, builders and local businesses. Generally, one-to-four family loan originations are limited to the financing of loans secured by properties located within the Company’s market area.

Fixed rate one-to-four family residential mortgage loans are generally conforming loans, underwritten according to secondary market guidelines. The Company generally originates both fixed and adjustable rate mortgage loans in amounts up to the maximum conforming loan limits established by the Federal Housing Finance Agency.

The Company originates for resale to Freddie Mac and the Federal Home Loan Bank fixed-rate one-to-four family residential mortgage loans with terms of 15 years or more. The fixed-rate mortgage loans amortize monthly with principal and interest due each month. Residential real estate loans often remain outstanding for significantly shorter periods than their contractual terms because borrowers may refinance or prepay loans at their option. The Company offers fixed-rate one-to-four family residential mortgage loans with terms of up to 30 years without prepayment penalty.

The Company currently offers adjustable-rate mortgage loans for terms ranging up to 30 years. They generally offer adjustable-rate mortgage loans that adjust between one and five years on the anniversary date of origination. Interest rate adjustments are up to two hundred basis points per year, with a cap of up to six hundred basis points on interest rate increases over the life of the loan. In a rising interest rate environment, such rate limitations may prevent adjustable-rate mortgage loans from repricing to market interest rates, which would have an adverse effect on the net interest income. In the low interest rate environment that has existed over the past five years, the adjustable-rate portfolio has repriced downward resulting in lower interest income from this portion of the loan portfolio. In addition, during this period borrowers had a preference for fixed-rate loans. The Company has used different interest indices for adjustable-rate mortgage loans in the past such as the average yield on U.S. Treasury securities, adjusted to a constant maturity of one-year, three-years or five-years. The origination of fixed-rate mortgage loans versus adjustable-rate mortgage loans is monitored on an ongoing basis and is affected significantly by the level of market interest rates, customer preference, interest rate risk position and competitors’ loan products.

Adjustable-rate mortgage loans make the loan portfolio more interest rate sensitive and provide an alternative for those borrowers who meet the underwriting criteria, but are unable to qualify for a fixed-rate mortgage. However, as the interest income earned on adjustable-rate mortgage loans varies with prevailing interest rates, such loans do not offer predictable cash flows in the same manner as long-term, fixed-rate loans. Adjustable-rate mortgage loans carry increased credit risk associated with potentially higher monthly payments by borrowers as general market interest rates increase. It is possible that during periods of rising interest rates that the risk of delinquencies and defaults on adjustable-rate mortgage loans may increase due to the upward adjustment of interest costs to the borrower, resulting in increased loan losses.

Residential first mortgage loans customarily include due-on-sale clauses, which gives the Company the right to declare a loan immediately due and payable in the event that, among other things, the borrower sells or otherwise disposes of the underlying real property serving as collateral for the loan. Due-on-sale clauses are a means of imposing assumption fees and increasing the interest rate on mortgage portfolio during periods of rising interest rates.

When underwriting residential real estate loans, the Company reviews and verifies each loan applicant’s income and credit history. Management believes that stability of income and past credit history are integral parts in the underwriting process. Generally, the applicant’s total monthly mortgage payment, including all escrow amounts, is limited to 28% of the applicant’s total monthly income. In addition, total monthly obligations of the applicant, including mortgage payments, generally should not exceed 38% of total monthly income. Written appraisals are generally required on real estate property offered to secure an applicant’s loan. For one-to-four family real estate loans with loan to value ratios of over 80%, private mortgage insurance is generally required. Fire and casualty insurance is also required on all properties securing real estate loans. Title insurance, or an attorney’s title opinion, may be required, as circumstances warrant.

The Company does not offer an “interest only” mortgage loan product on one-to-four family residential properties (where the borrower pays interest for an initial period, after which the loan converts to a fully amortizing loan). They also do not offer loans that provide for negative amortization of principal, such as “Option ARM” loans, where the borrower can pay less than the interest owed on the loan, resulting in an increased principal balance during the life of the loan. The Company does not offer a “subprime loan” program (loans that generally target borrowers with weakened credit histories typically characterized by payment delinquencies, previous charge-offs, judgments, bankruptcies, or borrowers with questionable repayment capacity as evidenced by low credit scores or high debt-burden ratios) or Alt-A loans (traditionally defined as loans having less than full documentation).

Commercial Real Estate Loans - The Company originates and purchases commercial real estate loans. Commercial real estate loans are secured primarily by improved properties such as multi-family residential, retail facilities and office buildings, restaurants and other non-residential buildings. The maximum loan-to-value ratio for commercial real estate loans originated is generally 80% of the value of the underlying real estate. Commercial real estate loans are generally written up to terms of five years with adjustable interest rates. The rates are generally tied to the prime rate and generally have a specified floor. Many of the fixed-rate commercial real estate loans are not fully amortizing and therefore require a “balloon” payment at maturity. The Company purchases from time to time commercial real estate loan participations primarily from outside the Company’s market area. All participation loans are approved following a review to ensure that the loan satisfies the underwriting standards.

Underwriting standards for commercial real estate loans include a determination of the applicant’s credit history and an assessment of the applicant’s ability to meet existing obligations and payments on the proposed loan. The income approach is primarily utilized to determine whether income generated from the applicant’s business or real estate offered as collateral is adequate to repay the loan. There is an emphasis on the ratio of the property’s projected net cash flow to the loan’s debt service requirement (generally requiring a minimum ratio of 120%). In underwriting a loan, the value of the real estate offered as collateral in relation to the proposed loan amount is considered. Generally, the loan amount cannot be greater than 80% of the value of the real estate. Written appraisals are usually obtained from either licensed or certified appraisers on all commercial real estate loans in excess of $250,000. Creditworthiness of the applicant is assessed by reviewing a credit report, financial statements and tax returns of the applicant, as well as obtaining other public records regarding the applicant.

Loans secured by commercial real estate generally involve a greater degree of credit risk than one-to-four family residential mortgage loans and carry larger loan balances. This increased credit risk is a result of several factors, including the effects of general economic conditions on income producing properties and the successful operation or management of the properties securing the loans. Furthermore, the repayment of loans secured by commercial real estate is typically dependent upon the successful operation of the related business and real estate property. If the cash flow from the project is reduced, the borrower’s ability to repay the loan may be impaired.

Agricultural Real Estate Loans - The Company originates and purchases agricultural real estate loans. The maximum loan-to-value ratio for agricultural real estate loans we originate is generally 80% of the underlying real estate. Our agricultural real estate loans are generally written up to terms of five years with adjustable interest rates. The rates are generally tied to the average yield on U.S. Treasury securities, adjusted to a constant maturity of one-year, three-years, or five-years and generally have a specified floor. Many of our fixed-rate agricultural real estate loans are not fully amortizing and therefore require a “balloon” payment at maturity. We purchase from time to time agricultural real estate loan participations primarily from other local institutions within our market area. All participation loans are approved following a review to ensure that the loan satisfies our underwriting standards.

Underwriting standards for agricultural real estate include a determination of the applicant’s credit history and an assessment of the applicant’s ability to meet existing obligations and payments on the proposed loan. The income approach is primarily utilized to determine whether income generated from the applicant’s farm operation or real estate offered as collateral is adequate to repay the loan. We emphasize the ratio of the property’s projected cash flow to the loan’s debt service requirement (generally requiring a minimum ratio of 120%). In underwriting a loan, we consider the value of the real estate offered as collateral in relation to the proposed loan amount. Generally, the loan amount cannot be greater than 80% of the value of the real estate. We usually obtain written appraisals from either licensed or certified appraisers on all agricultural real estate loans in excess of $250,000. We assess the creditworthiness of the applicant by reviewing a credit report, financial statements and tax returns of the applicant, as well as obtaining other public records regarding the applicant.

Loans secured by agricultural real estate generally involve a greater degree of credit risk than one-to-four family residential mortgage loans and carry larger loan balances. This increased credit risk is a result of several factors, including the effects of general economic and market conditions on farm operations and the successful operation or management of the properties securing the loans. The repayment of loans secured by agricultural estate is typically dependent upon the successful operation of the farm and real estate property. If the cash flow is reduced, the borrower’s ability to repay the loan may be impaired.

Home Equity Loans – The Company originates home equity loans and lines of credit, which are generally secured by the borrower’s principal residence. The maximum amount of a home equity loan or line of credit is generally 95% of the appraised value of a borrower’s real estate collateral less the amount of any existing mortgages or related liabilities. Home equity loans and lines of credit are approved with both fixed and adjustable interest rates which we determine based upon market conditions. Such loans may be fully amortized over the life of the loan or have a balloon feature. Generally, the maximum term for home equity loans is 10 years.

Underwriting standards for home equity loans include a determination of the applicant’s credit history and an assessment of the applicant’s ability to meet existing obligations and payments on the proposed loan. The stability of the applicant’s monthly income may be determined by verification of gross monthly income from primary employment, and additionally from any verifiable secondary income. We also consider the length of employment with the borrower’s present employer as well as the amount of time the borrower has lived in the local area. Creditworthiness of the applicant is of primary consideration; however, the underwriting process also includes a comparison of the value of the collateral in relation to the proposed loan amount.

Home equity loans entail greater risks than one-to-four family residential mortgage loans, which are secured by first lien mortgages. In such cases, collateral repossessed after a default may not provide an adequate source of repayment of the outstanding loan balance because of damage or depreciation in the value of the property or loss of equity to the first lien position. Further, home equity loan payments are dependent on the borrower’s continuing financial stability, and therefore are more likely to be adversely affected by job loss, divorce, illness or personal bankruptcy. Finally, the application of various Federal and state laws, including Federal and state bankruptcy and insolvency laws, may limit the amount which can be recovered on such loans in the event of a default.

Commercial Business Loans - The Company originates commercial business loans to borrowers located in the Company’s market area which are secured by collateral other than real estate or which can be unsecured. Commercial business loan participations are also purchased from other lenders, which may be made to borrowers outside the Company’s market area. Commercial business loans are generally secured by equipment and inventory and generally are offered with adjustable rates tied to the prime rate or the average yield on U.S. Treasury securities, adjusted to a constant maturity of either one-year, three-years or five-years and various terms of maturity generally from three years to five years. Unsecured business loans are originated on a limited basis in those instances where the applicant’s financial strength and creditworthiness has been established. Commercial business loans generally bear higher interest rates than residential loans, but they also may involve a higher risk of default since their repayment is generally dependent on the successful operation of the borrower’s business. Personal guarantees are generally obtained from the borrower or a third party as a condition to originating its business loans.

Underwriting standards for commercial and agricultural business loans include a determination of the applicant’s ability to meet existing obligations and payments on the proposed loan from normal cash flows generated in the applicant’s business. The financial strength of each applicant is assessed through the review of financial statements and tax returns provided by the applicant. The creditworthiness of an applicant is derived from a review of credit reports as well as a search of public records. Business loans are periodically reviewed following origination. Financial statements are requested at least annually and review them for substantial deviations or changes that might affect repayment of the loan. Loan officers also visit the premises of borrowers to observe the business premises, facilities, and personnel and to inspect the pledged collateral. Underwriting standards for business loans are different for each type of loan depending on the financial strength of the applicant and the value of collateral offered as security.

Agricultural Business Loans - The Company originates agricultural business loans to borrowers located in our market area which are secured by collateral other than real estate or which can be unsecured. Agricultural business loans are generally secured by equipment and blanket security agreements on all farm assets. These loans are generally offered with fixed rates with terms up to five years. Agricultural business loans generally bear lower interest rates than residential loans due to competitive market pressures. The repayment of agricultural business loans is generally dependent on the successful operation of the farm operation. Personal guarantees are generally obtained from the borrower as a condition to originating agricultural business loans.

Underwriting standards for agricultural business loans include a determination of the applicant’s ability to meet existing obligations and payments on the proposed loan from normal cash flows generated in the applicant’s business. The financial strength of each applicant is assessed through the review of financial statements, pro-forma cash flow statements, and tax returns provided by the applicant. The creditworthiness of an applicant is derived from a review of credit reports as well as a search of public records. Financial statements are requested at least annually and reviewed for substantial deviations or changes that might affect repayment of the loan. Loan officers may also visit the premises of borrowers to observe the operation, facilities, equipment, and personnel and to inspect the pledged collateral. Underwriting standards for agricultural business loans are different for each type of loan depending on the financial strength of the applicant and the value of collateral offered as security.

The repayment of agricultural business loans generally is dependent on the successful operation of a farm and can be adversely affected by fluctuations in crop prices, increase in interest rates, and changes in weather conditions. These developments may result in smaller harvests and less income for farmers which may adversely affect such borrower’s ability to repay a loan, and potentially result in an increase in the level of problem loans and loan losses in our agricultural portfolio. While not required, the majority of our agricultural business loans are covered by crop insurance, which provides protection against loss due to lower crop yields as a result of unfavorable weather conditions.

Consumer Loans – The Company originates consumer loans, including automobile loans, loans secured by deposit accounts, unsecured loans and mobile home loans. Consumer loans are generally offered on a fixed-rate basis. Automobile loans are offered with maturities of up to 60 months for new automobiles. Loans secured by used automobiles will have maximum terms which vary depending upon the age of the automobile. Automobile loans are generally originated with a loan-to-value ratio below the greater of 80% of the purchase price or 100% of NADA loan value. In the case of a new car loan, the loan-to-value ratio may be greater or less depending on the borrower’s credit history, debt to income ratio, home ownership and other banking relationships with us.

Underwriting standards for consumer loans include a determination of the applicant’s credit history and an assessment of the applicant’s ability to meet existing obligations and payments on the proposed loan. The stability of the applicant’s monthly income may be determined by verification of gross monthly income from primary employment, and additionally from any verifiable secondary income. We also consider the length of employment with the borrower’s present employer as well as the amount of time the borrower has lived in the local area. Creditworthiness of the applicant is of primary consideration; however, the underwriting process also includes a comparison of the value of the collateral in relation to the proposed loan amount.

Consumer loans entail greater risks than one-to-four family residential mortgage loans, particularly consumer loans secured by rapidly depreciating assets such as automobiles or loans that are unsecured. In such cases, collateral repossessed after a default may not provide an adequate source of repayment of the outstanding loan balance because of damage, loss or depreciation. Further, consumer loan payments are dependent on the borrower’s continuing financial stability, and therefore are more likely to be adversely affected by job loss, divorce, illness or personal bankruptcy. Such events would increase our risk of loss on unsecured loans. Finally, the application of various Federal and state laws, including Federal and state bankruptcy and insolvency laws, may limit the amount which can be recovered on such loans in the event of a default.

The following tables present the balance in the allowance for loan losses and the recorded investment in loans based on portfolio segment and impairment method as of and for the periods ended September 30, 2014, September 30, 2013, and December 31, 2013.


	September 30, 2014
				Commercial			Agricultural
	1-4 Family			Real Estate			Real Estate		Home Equity			Commercial			Agricultural		Consumer			Unallocated			Total
Allowance for Loan Losses:
Beginning Balance,
July 1, 2014	$	1,000,765		$	771,332		$	175,703	$	175,475		$	738,336		$	50,240	$	184,845		$	244,571		$	3,341,267
Provision charged to
expense		70,451			(15,227	)		20,307		36,969			(29,166	)		7,990		33,016			(94,340	)		30,000
Losses charged off		(70,319	)		-			-		(5,403	)		(285,410	)		-		(20,278	)		-			(381,410	)
Recoveries		300			-			-		525			-			-		782			-			1,607
Ending balance,
September 30, 2014	$	1,001,197		$	756,105		$	196,010	$	207,566		$	423,760		$	58,230	$	198,365		$	150,231		$	2,991,464

Beginning Balance,
January 1, 2014	$	856,144		$	745,760		$	175,028	$	201,993		$	1,034,189		$	52,798	$	184,848		$	155,674		$	3,406,434
Provision charged to
expense		244,112			103,651			20,982		9,401			(325,050	)		5,432		36,915			(5,443	)		90,000
Losses charged off		(100,319	)		(93,474	)		-		(5,403	)		(285,410	)		-		(25,781	)		-			(510,387	)
Recoveries		1,260			168			-		1,575			31			-		2,383			-			5,417
Ending balance,
September 30, 2014	$	1,001,197		$	756,105		$	196,010	$	207,566		$	423,760		$	58,230	$	198,365		$	150,231		$	2,991,464

Ending balance:
individually evaluated
for impairment	$	193,882		$	298,693		$	-	$	10,000		$	165,446		$	-	$	12,500		$	-		$	680,521
Ending balance:
collectively evaluated
for impairment	$	807,315		$	457,412		$	196,010	$	197,566		$	258,314		$	58,230	$	185,865		$	150,231		$	2,310,943

Loans:
Ending balance	$	44,314,136		$	37,558,015		$	40,401,858	$	11,599,732		$	25,860,867		$	12,066,418	$	13,036,397		$	-		$	184,837,423
Ending balance:
individually evaluated
for impairment	$	732,567		$	1,574,826		$	1,199,949	$	41,340		$	252,161		$	420,382	$	92,433		$	-		$	4,313,658
Ending balance:
collectively evaluated
for impairment	$	43,581,569		$	35,983,189		$	39,201,909	$	11,558,392		$	25,608,706		$	11,646,036	$	12,943,964		$	-		$	180,523,765


	September 30, 2013
				Commercial			Agricultural
	1-4 Family			Real Estate			Real Estate			Home Equity			Commercial			Agricultural		Consumer			Unallocated			Total
Allowance for Loan Losses:
Beginning Balance,
July 1, 2013	$	828,553		$	793,509		$	185,386		$	216,571		$	978,915		$	53,383	$	161,133		$	255,086		$	3,472,536
Provision charged to
expense		135,415			(76,925	)		(383	)		36,705			(30,441	)		7,719		21,756			(83,846	)		10,000
Losses charged off		(162,447	)		-			-			(48,383	)		-			-		(14,281	)		-			(225,111	)
Recoveries		300			-			-			960			-			-		5,811			-			7,071
Ending balance,
September 30, 2013	$	801,821		$	716,584		$	185,003		$	205,853		$	948,474		$	61,102	$	174,419		$	171,240		$	3,264,496

Beginning Balance,
January 1, 2013	$	741,029		$	828,873		$	149,568		$	328,996		$	934,251		$	43,930	$	151,474		$	161,343		$	3,339,464
Provision charged to
expense		207,468			(223,858	)		35,435			(89,270	)		6,882			17,172		76,274			9,897			40,000
Losses charged off		(162,447	)		-			-			(48,383	)		-			-		(66,467	)		-			(277,297	)
Recoveries		15,771			111,569			-			14,510			7,341			-		13,138			-			162,329
Ending balance,
September 30, 2013	$	801,821		$	716,584		$	185,003		$	205,853		$	948,474		$	61,102	$	174,419		$	171,240		$	3,264,496

Ending balance:
individually evaluated
for impairment	$	-		$	225,005		$	-		$	-		$	604,231		$	-	$	-		$	-		$	829,236
Ending balance:
collectively evaluated
for impairment	$	801,821		$	491,579		$	185,003		$	205,853		$	344,243		$	61,102	$	174,419		$	171,240		$	2,435,260

Loans:
Ending balance	$	41,973,440		$	34,049,170		$	37,303,424		$	12,039,266		$	25,615,485		$	12,220,491	$	14,403,573		$	-		$	177,604,849
Ending balance:
individually evaluated
for impairment	$	512,974		$	1,261,003		$	302,816		$	56,700		$	675,626		$	-	$	5,527		$	-		$	2,814,646
Ending balance:
collectively evaluated
for impairment	$	41,460,466		$	32,788,167		$	37,000,608		$	11,982,566		$	24,939,859		$	12,220,491	$	14,398,046		$	-		$	174,790,203


	December 31, 2013
				Commercial			Agricultural
	1-4 Family			Real Estate			Real Estate		Home Equity			Commercial		Agricultural		Consumer			Unallocated			Total
Allowance for Loan Losses:
Beginning Balance,
December 31, 2012	$	741,029		$	828,873		$	149,568	$	328,996		$	934,251	$	43,930	$	151,474		$	161,343		$	3,339,464
Provision charged to
expense		261,492			(218,949	)		25,460		(78,628	)		92,597		8,868		84,829			(5,669	)		170,000
Losses charged off		(162,448	)		-			-		(63,410	)		-		-		(66,467	)		-			(292,325	)
Recoveries		16,071			135,836			-		15,035			7,341		-		15,012			-			189,295
Ending balance,
December 31, 2013	$	856,144		$	745,760		$	175,028	$	201,993		$	1,034,189	$	52,798	$	184,848		$	155,674		$	3,406,434

Ending balance:
individually evaluated
for impairment	$	-		$	248,857		$	-	$	-		$	622,730	$	-	$	10,836		$	-		$	882,423
Ending balance:
collectively evaluated
for impairment	$	856,144		$	496,903		$	175,028	$	201,993		$	411,459	$	52,798	$	174,012		$	155,674		$	2,524,011

Loans:
Ending balance	$	44,286,657		$	38,920,692		$	35,005,662	$	11,729,112		$	29,946,928	$	10,559,593	$	13,605,897		$	-		$	184,054,541
Ending balance:
individually evaluated
for impairment	$	563,524		$	1,531,078		$	-	$	71,548		$	662,730	$	-	$	101,089		$	-		$	2,929,969
Ending balance:
collectively evaluated
for impairment	$	43,723,133		$	37,389,614		$	35,005,662	$	11,657,564		$	29,284,198	$	10,559,593	$	13,504,808		$	-		$	181,124,572

Management’s opinion as to the ultimate collectability of loans is subject to estimates regarding future cash flows from operations and the value of property, real and personal, pledged as collateral. These estimates are affected by changing economic conditions and the economic prospects of borrowers.

The allowance for loan losses is maintained at a level that, in management’s judgment, is adequate to cover probable credit losses inherent in the loan portfolio at the balance sheet date. The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to earnings. Loan losses are charged against the allowance when management believes the uncollectability of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance.

The allowance for loan losses is evaluated on a regular basis by management and is based upon management’s periodic review of the collectability of the loans in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral and prevailing economic conditions. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available.

The allowance consists of allocated and general components. The allocated component relates to loans that are classified as impaired. For those loans that are classified as impaired, an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan.

A loan is considered impaired when, based on current information and events, it is probable that the scheduled payments of principal or interest will not be able to be collected when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record and the amount of the shortfall in relation to the principal and interest owed. Impairment is measured on a loan-by-loan basis for commercial and agricultural loans by either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price or the fair value of the collateral if the loan is collateral dependent.

Groups of loans with similar risk characteristics are collectively evaluated for impairment based on the group’s historical loss experience adjusted for changes in trends, conditions and other relevant factors that affect repayment of the loans. Accordingly, individual consumer and residential loans are not separately identified for impairment measurements, unless such loans are the subject of a restructuring agreement due to financial difficulties of the borrower.

The general component covers non-classified loans and is based on historical charge-off experience and expected loss given the internal risk rating process. The loan portfolio is stratified into homogeneous groups of loans that possess similar loss characteristics and an appropriate loss ratio adjusted for other qualitative factors is applied to the homogeneous pools of loans to estimate the incurred losses in the loan portfolio.

There have been no changes to the Company’s accounting policies or methodology from the prior periods.

Credit Quality Indicators

The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends among other factors. The Company analyzes loans individually by classifying the loans as to credit risk. This analysis is performed on all loans at origination. In addition, lending relationships over $500,000, new commercial and commercial real estate loans, and watch list credits are reviewed annually by our loan review department in order to verify risk ratings. The Company uses the following definitions for risk ratings:

Special Mention – Loans classified as special mention have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the institution’s credit position at some future date.

Substandard – Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.

Doubtful – Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.

Loans not meeting the criteria above that are analyzed individually as part of the above described process are considered to be Pass rated loans. During the periods presented, none of our loans were classified as Doubtful.

The following tables present the credit risk profile of the Company’s loan portfolio based on rating category and payment activity as of September 30, 2014 and December 31, 2013.

	1-4 Family				Commercial Real Estate				Agricultural Real Estate				Home Equity
	September 30,		December 31,		September 30,		December 31,		September 30,		December 31,		September 30,		December 31,
	2014		2013		2014		2013		2014		2013		2014		2013
Rating:
Pass	$	41,409,411	$	41,061,498	$	35,306,604	$	36,489,660	$	39,201,909	$	35,005,662	$	11,164,842	$	11,215,416
Special Mention		693,485		775,545		54,471		57,488		1,073,626		-		165,829		155,515
Substandard		2,211,240		2,449,614		2,196,940		2,373,544		126,323		-		269,061		358,181
Total	$	44,314,136	$	44,286,657	$	37,558,015	$	38,920,692	$	40,401,858	$	35,005,662	$	11,599,732	$	11,729,112

	Commercial				Agricultural				Consumer				Total
	September 30,		December 31,		September 30,		December 31,		September 30,		December 31,		September 30,		December 31,
	2014		2013		2014		2013		2014		2013		2014		2013
Rating:
Pass	$	25,598,703	$	29,231,227	$	11,646,037	$	10,559,593	$	12,751,930	$	13,302,507	$	177,079,436	$	176,865,563
Special Mention		-		-		420,381		-		82,156		68,480		2,489,948		1,057,028
Substandard		262,164		715,701		-		-		202,311		234,910		5,268,039		6,131,950
Total	$	25,860,867	$	29,946,928	$	12,066,418	$	10,559,593	$	13,036,397	$	13,605,897	$	184,837,423	$	184,054,541

The following tables present the Company’s loan portfolio aging analysis as of September 30, 2014 and December 31, 2013.

	September 30, 2014
	30-59 Days		60-89 Days		Greater than 90		Total						Total Loans >90
	Past Due		Past Due		Days Past Due		Past Due		Current		Total Loans		Days & Accruing

One-to-four family residential	$	376,995	$	201,287	$	626,057	$	1,204,339	$	43,109,797	$	44,314,136	$	-
Commercial real estate		889,032		-		42,681		931,713		36,626,302		37,558,015		-
Agricultural real estate		-		-		126,323		126,323		40,275,535		40,401,858		-
Home equity		133,983		43,995		77,632		255,610		11,344,122		11,599,732		-
Commercial		27,284		-		-		27,284		25,833,583		25,860,867		-
Agricultural		-		-		-		-		12,066,418		12,066,418		-
Consumer		74,839		2,992		97,686		175,517		12,860,880		13,036,397		-
Total	$	1,502,133	$	248,274	$	970,379	$	2,720,786	$	182,116,637	$	184,837,423	$	-

	December 31, 2013
	30-59 Days		60-89 Days		Greater than 90		Total						Total Loans >90
	Past Due		Past Due		Days Past Due		Past Due		Current		Total Loans		Days & Accruing

One-to-four family residential	$	350,539	$	95,782	$	806,877	$	1,253,198	$	43,033,459	$	44,286,657	$	-
Commercial real estate		-		68,216		78,281		146,497		38,774,195		38,920,692		-
Agricultural real estate		-		-		-		-		35,005,662		35,005,662		-
Home equity		156,331		47,585		55,288		259,204		11,469,908		11,729,112		-
Commercial		-		-		-		-		29,946,928		29,946,928		-
Agricultural		-		-		-		-		10,559,593		10,559,593		-
Consumer		108,452		26,212		9,900		144,564		13,461,333		13,605,897		-
Total	$	615,322	$	237,795	$	950,346	$	1,803,463	$	182,251,078	$	184,054,541	$	-

The accrual of interest on loans is generally discontinued at the time the loan is 90 days past due unless the credit is well-secured and in process of collection. Past due status is based on contractual terms of the loan. In all cases, loans are placed on non-accrual or charged-off at the earlier date if collection of principal and interest is considered doubtful.

All interest accrued but not collected for loans that are placed on non-accrual status or charged-off are reversed against interest income. The interest on these loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual. Loans are returned to accrual status when all principal and interest amounts contractually due are brought current and future payments are reasonably assured.

A loan is considered impaired, in accordance with the impairment accounting guidance (ASC 310-10-35-16), when based on current information and events, it is probable the Company will be unable to collect all amounts due from the borrower in accordance with the contractual terms of the loan. Impaired loans include nonperforming commercial loans but also include loans modified in troubled debt restructurings where concessions have been granted to borrowers experiencing financial difficulties. These concessions could include a reduction in the interest rate on the loan, payment extensions, forgiveness of principal, forbearance or other actions intended to maximize collection.

Impairment is measured on a loan-by-loan basis by either the present value of the expected future cash flows, the loan’s observable market value, or, for collateral-dependent loans, the fair value of the collateral adjusted for market conditions and selling expenses. Significant restructured loans are considered impaired in determining the adequacy of the allowance for loan losses.

The Company actively seeks to reduce its investment in impaired loans. The primary tools to work through impaired loans are settlement with the borrowers or guarantors, foreclosure of the underlying collateral, or restructuring.

The Company will restructure loans when the borrower demonstrates the inability to comply with the terms of the loan, but can demonstrate the ability to meet acceptable restructured terms. Restructurings generally include one or more of the following restructuring options; reduction in the interest rate on the loan, payment extensions, forgiveness of principal, forbearance, or other actions intended to maximize collection. Restructured loans in compliance with modified terms are classified as impaired.

The following tables present impaired loans at or for the three and nine months ended September 30, 2014 and the year ended December 31, 2013.

	Three Months Ended September 30, 2014
							Average				Interest
			Unpaid				Impairment in		Interest		Income
	Recorded		Principal		Specific		Impaired		Income		Recognized
	Balance		Balance		Allowance		Loans		Recognized		Cash Basis
Loans without a specific allowance:
One-to-four family residential	$	134,261	$	134,261	$	-	$	219,482	$	3,196	$	2,998
Commercial real estate		181,538		181,538		-		208,204		6,331		6,441
Agricultural real estate		1,199,949		1,199,949		-		1,200,791		43,531		29,277
Agricultural		420,382		420,382		-		420,381		10,949		10,949
Home equity		31,340		31,340		-		32,070		946		933
Consumer		12,433		12,433		-		12,603		247		43
Loans with a specific allowance:
One-to-four family residential		598,306		598,306		193,882		602,999		13,050		11,890
Commercial real estate		1,393,288		1,393,288		298,693		1,397,244		20,960		20,190
Commercial		252,161		252,161		165,446		300,656		-		1,357
Home equity		10,000		10,000		10,000		10,000		68		68
Consumer		80,000		80,000		12,500		97,414		979		-
Total:
One-to-four family residential		732,567		732,567		193,882		822,481		16,246		14,888
Commercial real estate		1,574,826		1,574,826		298,693		1,605,448		27,291		26,631
Agricultural real estate		1,199,949		1,199,949		-		1,200,791		43,531		29,277
Commercial		252,161		252,161		165,446		300,656		-		1,357
Agricultural		420,382		420,382		-		420,381		10,949		10,949
Home equity		41,340		41,340		10,000		42,070		1,014		1,001
Consumer		92,433		92,433		12,500		110,017		1,196		43
Total	$	4,313,658	$	4,313,658	$	680,521	$	4,501,844	$	100,227	$	84,146

	Nine Months Ended September 30, 2014
							Average				Interest
			Unpaid				Impairment in		Interest		Income
	Recorded		Principal		Specific		Impaired		Income		Recognized
	Balance		Balance		Allowance		Loans		Recognized		Cash Basis
Loans without a specific allowance:
One-to-four family residential	$	134,261	$	134,261	$	-	$	221,678	$	9,660	$	9,662
Commercial real estate		181,538		181,538		-		423,294		15,842		15,965
Agricultural real estate		1,199,949		1,199,949		-		1,203,293		49,765		30,120
Agricultural		420,382		420,382		-		390,585		10,949		-
Home equity		31,340		31,340		-		33,803		2,372		2,416
Consumer		12,433		12,433		-		13,068		757		379
Loans with a specific allowance:
One-to-four family residential		598,306		598,306		193,882		614,243		25,164		24,356
Commercial real estate		1,393,288		1,393,288		298,693		1,416,336		62,994		58,944
Commercial		252,161		252,161		165,446		329,029		11,017		11,817
Home equity		10,000		10,000		10,000		10,000		68		68
Consumer		80,000		80,000		12,500		97,414		2,907		-
Total:
One-to-four family residential		732,567		732,567		193,882		835,921		34,824		34,018
Commercial real estate		1,574,826		1,574,826		298,693		1,839,630		78,836		74,909
Agricultural real estate		1,199,949		1,199,949		-		1,203,293		49,765		30,120
Commercial		252,161		252,161		165,446		329,029		11,017		11,817
Agricultural		420,382		420,382		-		390,585		10,949		-
Home equity		41,340		41,340		10,000		43,803		2,440		2,484
Consumer		92,433		92,433		12,500		110,482		3,664		379
Total	$	4,313,658	$	4,313,658	$	680,521	$	4,752,743	$	191,495	$	153,727

	Year Ended December 31, 2013
							Average				Interest
			Unpaid				Impairment in		Interest		Income
	Recorded		Principal		Specific		Impaired		Income		Recognized
	Balance		Balance		Allowance		Loans		Recognized		Cash Basis
Loans without a specific allowance:
One-to-four family residential	$	563,524	$	563,524	$	-	$	652,373	$	27,250	$	25,347
Commercial real estate		63,293		63,293		-		96,019		5,282		5,327
Home equity		71,548		71,548		-		66,388		3,017		2,980
Consumer		4,528		4,528		-		6,419		453		442
Loans with a specific allowance:
Commercial real estate		1,467,785		1,467,785		248,857		1,488,243		79,719		74,028
Commercial		662,730		662,730		622,730		726,269		34,465		33,921
Consumer		96,561		96,561		10,836		99,401		1,586		1,576
Total:
One-to-four family residential		563,524		563,524		-		652,373		27,250		25,347
Commercial real estate		1,531,078		1,531,078		248,857		1,584,262		85,001		79,355
Commercial		662,730		662,730		622,730		726,269		34,465		33,921
Home equity		71,548		71,548		-		66,388		3,017		2,980
Consumer		101,089		101,089		10,836		105,820		2,039		2,018
Total	$	2,929,969	$	2,929,969	$	882,423	$	3,135,112	$	151,772	$	143,621

Included in certain loan categories in the impaired loans are troubled debt restructurings (TDR’s), where economic concessions have been granted to borrowers who have experienced financial difficulties, which were classified as impaired. These concessions typically result from our loss mitigation activities and could include reductions in the interest rate, payment extensions, forgiveness of principal, forbearance or other actions. TDR’s are considered impaired at the time of restructuring and typically are returned to accrual status after considering the borrower’s sustained repayment performance for a reasonable period of at least six months.

When loans are modified into a TDR, the Company evaluates any possible impairment similar to other impaired loans based on the present value of expected cash flows, discounted at the contractual interest rate of the original loan agreement, or based upon on the current fair value of the collateral, less selling costs for collateral dependent loans. If the Company determined that the value of the modified loan is less than the recorded investment in the loan (net of previous charge-offs, deferred loan fees or costs and unamortized premium or discount), impairment is recognized through an allowance estimate or a charge-off to the allowance. In periods subsequent to modification, the Company evaluates all TDR’s, including those that have payment defaults, for possible impairment and recognizes impairment through the allowance.

The following table presents the recorded balance, at original cost, of troubled debt restructurings, as of September 30, 2014 and December 31, 2013.

	September 30, 2014		December 31, 2013

One-to-four family residential	$	546,837	$	661,880
Commercial real estate		978,159		1,137,667
Agricultural real estate		-		-
Home equity		14,317		79,087
Commercial loans		224,004		675,483
Agricultural loans		-		-
Consumer loans		46,309		43,559

Total	$	1,809,626	$	2,597,676

The following table presents the recorded balance, at original cost, of troubled debt restructurings, which were performing according to the terms of the restructuring, as of September 30, 2014 and December 31, 2013.

	September 30, 2014		December 31, 2013

One-to-four family residential	$	403,297	$	591,000
Commercial real estate		89,126		1,074,194
Agricultural real estate		-		-
Home equity		10,862		13,015
Commercial loans		207,720		675,483
Agricultural loans		-		-
Consumer loans		28,187		42,059

Total	$	739,192	$	2,395,751

The following table presents loans modified as troubled debt restructurings during the three and nine months ended September 30, 2014 and 2013.

	Three Months Ended				Nine Months Ended
	September 30, 2014				September 30, 2014
	Number of		Recorded		Number of		Recorded
	Modifications		Investment		Modifications		Investment

One-to-four family residential		-	$	-		-	$	-
Commercial real estate		-		-		-		-
Agricultural real estate		-		-		-		-
Home equity		-		-		-		-
Commercial loans		-		-		-		-
Agricultural loans		-		-		-		-
Consumer loans		-		-		1		17,428

Total		-	$	-		1	$	17,428

	Three Months Ended				Nine Months Ended
	September 30, 2013				September 30, 2013
	Number of		Recorded		Number of		Recorded
	Modifications		Investment		Modifications		Investment

One-to-four family residential		1	$	99,652		7	$	479,171
Commercial real estate		1		65,973		3		179,749
Agricultural real estate		1		302,816		1		302,816
Home equity		-		-		-		-
Commercial loans		-		-		-		-
Agricultural loans		-		-		-		-
Consumer loans		-		-		2		12,947

Total		3	$	468,441		13	$	974,683

2014 Modifications

The Company modified one consumer loan with a recorded investment of $17,428. The modification was made to change the payment schedule to interest-only for three months. The modification did not result in a write-off of the principal balance.

Management considers the level of defaults within the various portfolios when evaluating qualitative adjustments used to determine the adequacy of the allowance for loan losses. During the nine month period ended September 30, 2014, one home equity loan of $3,455 and one consumer loan of $694 were considered TDR’s defaulted as they were more than 90 days past due at September 30, 2014. Default occurs when a loan is 90 days or more past due, transferred to nonaccrual or charged-off, and is within twelve months of restructuring.

2013 Modifications

During the nine month period ended September 30, 2013, the Company modified seven one-to-four family residential real estate loans, with a recorded investment of $479,171, which were deemed to be TDR’s. One modification was made to combine notes and capitalize interest. Three of the modifications involved rate concessions. Three of the modifications were made to renew notes and capitalize real estate taxes. None of the modifications resulted in a write-off of the principal balance.

The Company also modified three commercial real estate loans with a recorded investment of $179,749. Two modifications were made for the same borrower to provide some payment concessions while trying to sell the property. The third modification was made to change payment terms to interest only. The modifications did not result in a reduction of the contractual interest rate or a write-off of the principal balance.

The company modified one agricultural real estate loan with a recorded investment of $302,816. The modification was made to change the payment schedule to interest only while the borrower attempts to sell the property. The modification did not result in a reduction of the contractual interest rate or a write-off of the principal balance.

The Company also modified two consumer loans with a recorded investment of $12,947. One modification was made to combine notes and capitalize interest. The second modification was a renewal with a rate concession. Neither modification resulted in a write-off of the principal balance.

Management considers the level of defaults within the various portfolios when evaluating qualitative adjustments used to determine the adequacy of the allowance for loan losses. During the nine month period ended September 30, 2013, one residential real estate loan of $13,638 and one home equity loan of $4,774 that were considered TDR’s defaulted as they were more than 90 days past due at September 30, 2013. Default occurs when a loan is 90 days or more past due, transferred to nonaccrual or charged-off, and is within twelve months of restructuring.

The following table presents the Company’s nonaccrual loans at September 30, 2014 and December 31, 2013. This table excludes performing troubled debt restructurings.

	September 30, 2014		December 31, 2013

One-to-four family residential	$	968,622	$	1,339,487
Commercial real estate		372,552		208,297
Agricultural real estate		126,323		-
Home equity		135,471		133,823
Commercial loans		26,287		37,939
Agricultural loans		-		-
Consumer loans		146,523		62,617

Total	$	1,775,778	$	1,782,163

6.	INVESTMENTS

The amortized cost and approximate fair value of securities, all of which are classified as available-for-sale, are as follows:

			Gross		Gross
	Amortized		Unrealized		Unrealized
	Cost		Gains		Losses			Fair Value
September 30, 2014:
U.S. government agencies	$	10,560,581	$	83,987	$	(214,890	)	$	10,429,678
Mortgage-backed securities (government-
sponsored enterprises - residential)		45,614,635		224,532		(452,139	)		45,387,028
Municipal bonds		48,709,120		1,659,288		(487,489	)		49,880,919
	$	104,884,336	$	1,967,807	$	(1,154,518	)	$	105,697,625

December 31, 2013:
U.S. government agencies	$	10,710,675	$	114,936	$	(405,535	)	$	10,420,076
Mortgage-backed securities (government-
sponsored enterprises - residential)		49,486,337		219,222		(1,359,904	)		48,345,655
Municipal bonds		50,889,046		1,053,134		(1,723,314	)		50,218,866
	$	111,086,058	$	1,387,292	$	(3,488,753	)	$	108,984,597

The amortized cost and fair value of available-for-sale securities at September 30, 2014, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties.

	Amortized		Fair
	Cost		Value
Within one year	$	95,263	$	95,526
One to five years		7,266,434		7,510,507
Five to ten years		26,407,258		26,934,876
After ten years		25,500,746		25,769,688
		59,269,701		60,310,597
Mortgage-backed securities (government-
sponsored enterprises - residential)		45,614,635		45,387,028
	$	104,884,336	$	105,697,625

The carrying value of securities pledged as collateral, to secure public deposits and for other purposes, was $21,784,000 at September 30, 2014 and $20,420,000 at December 31, 2013.

The book value of securities sold under agreement to repurchase amounted to $9,856,000 at September 30, 2014 and $9,541,000 at December 31, 2013.

Gross gains of $138,000 and $171,000 and gross losses of $0 resulting from sales of available-for-sale securities were realized during the three months ended September 30, 2014 and 2013, respectively. Gross gains of $320,000 and $860,000 and gross losses of $20,000 and $0 resulting from sales of available-for-sale securities were realized during the nine months ended September 30, 2014 and 2013, respectively.

Certain investments in debt securities are reported in the financial statements at an amount less than their historical cost. Total fair value of these investments at September 30, 2014 and December 31, 2013 were $53,740,000 and $71,198,000, respectively, which is approximately 51% and 65% of the Company’s available-for-sale investment portfolio.

Management believes the declines in fair value for these securities are temporary. Should the impairment of any of these securities become other than temporary, the cost basis of the investment will be reduced and the resulting loss recognized in net income in the period the other-than-temporary impairment is identified.

The following table shows the gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities have been in a continuous loss position, at September 30, 2014 and December 31, 2013.

	Less Than Twelve Months					Twelve Months or More					Total
	Gross					Gross					Gross
	Unrealized			Fair		Unrealized			Fair		Unrealized			Fair
	Losses			Value		Losses			Value		Losses			Value
September 30, 2014:
Municipal bonds	$	(15,024	)	$	2,669,282	$	(472,465	)	$	16,503,280	$	(487,489	)	$	19,172,562
U.S. government agencies		(26,187	)		1,951,506		(188,703	)		4,409,740		(214,890	)		6,361,246
Mortgage-backed securities
(government sponsored
enterprises - residential)		(41,347	)		9,468,676		(410,792	)		18,737,935		(452,139	)		28,206,611
Total	$	(82,558	)	$	14,089,464	$	(1,071,960	)	$	39,650,955	$	(1,154,518	)	$	53,740,419

December 31, 2013:
Municipal bonds	$	(1,462,733	)	$	22,534,325	$	(260,581	)	$	2,759,523	$	(1,723,314	)	$	25,293,848
U.S. government agencies		(367,005	)		5,824,808		(38,530	)		470,324		(405,535	)		6,295,132
Mortgage-backed securities
(government sponsored
enterprises - residential)		(1,065,542	)		33,521,545		(294,362	)		6,087,526		(1,359,904	)		39,609,071
Total	$	(2,895,280	)	$	61,880,678	$	(593,473	)	$	9,317,373	$	(3,488,753	)	$	71,198,051

The unrealized losses on the Company’s investments in municipal bonds, U.S. government agencies, and mortgage-backed securities were caused by interest rate increases. The contractual terms of these investments do not permit the issuer to settle the securities at a price less than the amortized cost bases of the investments. Because the Company does not intend to sell the investments and it is not more likely than not the Company will be required to sell the investments before recovery of their amortized cost bases, which may be maturity, the Company does not consider these investments to be other-than-temporarily impaired at September 30, 2014 and December 31, 2013.

7.	ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The components of accumulated other comprehensive income (loss), included in stockholders’ equity, are as follows:


	September 30, 2014			December 31, 2013
Net unrealized gain(loss) on securities available-for-sale	$	813,289		$	(2,101,461	)
Tax effect		(276,518	)		714,497
Net-of-tax amount	$	536,771		$	(1,386,964	)

8.	CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME (AOCI) BY COMPONENT

Amounts reclassified from AOCI and the affected line items in the statements of income during the three and nine months ended September 30, 2014 and 2013, were as follows:

	Amounts Reclassified
	from AOCI
	Three Months Ended						Affected Line Item in the
	September 30, 2014			September 30, 2013			Statements of Income
Unrealized gains on securities available-							Net realized gains on sales of
for-sale securities	$	138,253		$	170,771		available-for-sale securities
		138,253			170,771
Tax effect		(47,006	)		(58,062	)	Income taxes
Total reclassification out of AOCI	$	91,247		$	112,709		Net reclassified amount

	Amounts Reclassified
	from AOCI
	Nine months ended						Affected Line Item in the
	September 30, 2014			September 30, 2013			Statements of Income
Unrealized gains on securities available-							Net realized gains on sales of
for-sale securities	$	299,835		$	859,670		available-for-sale securities
		299,835			859,670
Tax effect		(101,944	)		(292,288	)	Income taxes
Total reclassification out of AOCI	$	197,891		$	567,382		Net reclassified amount

9.	DISCLOSURES ABOUT FAIR VALUE OF ASSETS AND LIABILITIES

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 at the measurement date. Fair value measurements must maximize the use of observable inputs and minimize the use of unobservable inputs. There is a hierarchy of three levels of inputs that may be used to measure fair value:

Level 1

Quoted prices in active markets for identical assets or liabilities

Level 2

Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities

Level 3

Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities

Recurring Measurements

The following table presents the fair value measurements of assets recognized in the accompanying condensed consolidated balance sheets measured at fair value on a recurring basis and the level within the fair value hierarchy in which the fair value measurements fall at September 30, 2014 and December 31, 2013:

			September 30, 2014
			Fair Value Measurements Using
			Quoted Prices
			in Active		Significant
			Markets for		Other		Significant
			Identical		Observable		Unobservable
			Assets		Inputs		Inputs
	Fair Value		(Level 1)		(Level 2)		(Level 3)
U.S. Government agencies	$	10,429,678	$	-	$	10,429,678	$	-
Mortgage-backed securities
(Government sponsored
enterprises - residential)		45,387,028		-		45,387,028		-
Municipal bonds		49,880,919		-		49,880,919		-

			December 31, 2013
			Fair Value Measurements Using
			Quoted Prices
			in Active		Significant
			Markets for		Other		Significant
			Identical		Observable		Unobservable
			Assets		Inputs		Inputs
	Fair Value		(Level 1)		(Level 2)		(Level 3)
U.S. Government agencies	$	10,420,076	$	-	$	10,420,076	$	-
Mortgage-backed securities
(Government sponsored
enterprises - residential)		48,345,655		-		48,345,655		-
Municipal bonds		50,218,866		-		50,218,866		-

Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a recurring basis and recognized in the accompanying condensed consolidated balance sheets, as well as the general classification of such assets pursuant to the valuation hierarchy. There have been no significant changes in the valuation techniques during the period ended September 30, 2014.

Available-for-Sale Securities – Where quoted market prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. If quoted market prices are not available, then fair values are estimated by using quoted prices of securities with similar characteristics or independent asset pricing services and pricing models. Such securities are classified in Level 2 of the valuation hierarchy. In certain cases where Level 1 or Level 2 inputs are not available, securities are classified within Level 3 of the hierarchy.

Nonrecurring Measurements

The following table presents the fair value measurement of assets measured at fair value on a nonrecurring basis and the level within the fair value hierarchy in which the fair value measurements fall at September 30, 2014 and December 31, 2013:

September 30, 2014

Fair Value Measurements Using

Quoted Prices

in Active

Significant

Markets for

Other

Significant

Identical

Observable

Unobservable

Assets

Inputs

Fair Value

(Level 1)

(Level 2)

(Level 3)

Impaired loans

(collateral dependent)

1,242,839

Foreclosed assets

7,000

December 31, 2013

Fair Value Measurements Using

Quoted Prices

in Active

Significant

Markets for

Other

Significant

Identical

Observable

Unobservable

Assets

Inputs

Fair Value

(Level 1)

(Level 2)

(Level 3)

Impaired loans

(collateral dependent)

1,219,185

Mortgage servicing rights

673,576

Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a nonrecurring basis and recognized in the accompanying consolidated balance sheets, as well as the general classification of such assets and liabilities pursuant to the valuation hierarchy. For assets classified within Level 3 of the fair value hierarchy, the process used to develop the reported fair value is described below.

Impaired Loans (Collateral Dependent) - The estimated fair value of collateral-dependent impaired loans is based on the appraised fair value of the collateral, less estimated cost to sell. Collateral-dependent impaired loans are classified within Level 3 of the fair value hierarchy.

The Company considers the appraisal or evaluation as the starting point for determining fair value and then considers other factors and events in the environment that may affect the fair value. Appraisals of the collateral underlying collateral-dependent loans are obtained when the loan is determined to be collateral-dependent and subsequently as deemed necessary. Appraisals are reviewed for accuracy and consistency. Appraisers are selected from the list of approved appraisers maintained by management. The appraised values are reduced by discounts to consider lack of marketability and estimated cost to sell if repayment or satisfaction of the loan is dependent on the sale of the collateral.

Foreclosed Assets – Foreclosed assets are carried at the lower of fair value at acquisition date or current estimated fair value, less estimated cost to sell when the real estate is acquired. Estimated fair value of foreclosed assets is based on appraisals or evaluations. Foreclosed assets are classified within Level 3 of the fair value hierarchy.

Appraisals of foreclosed assets are obtained when the real estate is acquired and subsequently as deemed necessary. Appraisals are reviewed for accuracy and consistency. Appraisers are selected from the list of approved appraisers maintained by management.

Mortgage Servicing Rights – Mortgage servicing rights do not trade in an active, open market with readily observable prices. Accordingly, fair value is estimated using discounted cash flow models having significant inputs of discount rate, prepayment speed and default rate. Due to the nature of the valuation inputs, mortgage servicing rights are classified within Level 3 of the hierarchy.

Mortgage servicing rights are tested for impairment on at least an annual basis. The Company uses a third-party to measure mortgage servicing rights through the completion of a proprietary model. Inputs to the model are reviewed by the Company.

Unobservable (Level 3) Inputs

The following table presents quantitative information about unobservable inputs used in recurring and nonrecurring Level 3 fair value measurements (dollars in thousands).

	Fair Value at 9/30/14		Valuation Technique	Unobservable Inputs	Range (Weighted Average)

Foreclosed Assets	$	7,000	Market comparable properties	Comparability adjustments (%)		30%

Collateral-dependent impaired loans		1,242,839	Market comparable properties	Marketability discount		20% – 30% (25%)

	Fair Value at 12/31/13		Valuation Technique	Unobservable Inputs	Range (Weighted Average)

Mortgage servicing rights	$	673,576	Discounted cash flow	Discount rate PSA standard prepayment model rate		8 – 12.5% (10.24%) 144 – 342 (164)
Collateral-dependent impaired loans		1,219,185	Market comparable properties	Marketability discount		20% – 30% (25%)

Fair Value of Financial Instruments

The following table presents estimated fair values of the Company’s other financial instruments and the level within the fair value hierarchy in which the fair value measurements fall at September 30, 2014 and December 31, 2013:


			September 30, 2014 Fair Value Measurements Using
			Quoted Prices		Significant
			in Active		Other		Significant
			Markets for		Observable		Unobservable
	Carrying		Identical Assets		Inputs		Inputs
	Amount		(Level 1)		(Level 2)		(Level 3)
Financial Assets
Cash and cash equivalents	$	4,152,268	$	4,152,268	$	-	$	-
Other investments		75,248		-		75,248		-
Loans held for sale		377,350		-		377,350		-
Loans, net of allowance for loan losses		181,837,507		-		-		181,768,728
Federal Home Loan Bank stock		1,113,800		-		1,113,800		-
Interest receivable		2,707,775		-		2,707,775		-
Financial Liabilities
Deposits		240,788,366		-		140,765,382		102,505,524
Other borrowings		21,483,796		-		21,483,796		-
Advances from borrowers for taxes and insurance		491,544		-		491,544		-
Interest payable		172,856		-		172,856		-
Unrecognized financial instruments (net of contract amount)
Commitments to originate loans		-		-		-		-
Letters of credit		-		-		-		-
Lines of credit		-		-		-		-


			December 31, 2013 Fair Value Measurements Using
			Quoted Prices		Significant
			in Active		Other		Significant
			Markets for		Observable		Unobservable
	Carrying		Identical Assets		Inputs		Inputs
	Amount		(Level 1)		(Level 2)		(Level 3)
Financial Assets
Cash and cash equivalents	$	6,098,870	$	6,098,870	$	-	$	-
Other investments		81,918		-		81,918		-
Loans held for sale		262,461		-		262,461		-
Loans, net of allowance for loan losses		180,639,502		-		-		178,866,833
Federal Home Loan Bank stock		1,113,800		-		1,113,800		-
Interest receivable		1,817,415		-		1,817,415		-
Financial Liabilities
Deposits		251,738,391		-		143,586,822		111,116,837
Short-term borrowings		19,610,297		-		19,610,297		-
Advances from borrowers for taxes and insurance		857,814		-		857,814		-
Interest payable		210,226		-		10,226		-
Unrecognized financial instruments (net of contract amount)
Commitments to originate loans		-		-		-		-
Letters of credit		-		-		-		-
Lines of credit		-		-		-		-

The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying condensed consolidated balance sheets at amounts other than fair value.

Cash and Cash Equivalents, Interest Receivable, Federal Home Loan Bank Stock, and Other Investments - The carrying amount approximates fair value.

Loans Held for Sale - For homogeneous categories of loans, such as mortgage loans held for sale, fair value is estimated using the quoted market prices for securities backed by similar loans, adjusted for differences in loan characteristics.

Loans - The fair value of loans is estimated by discounting the future cash flows using the market rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities. Loans with similar characteristics were aggregated for purposes of the calculations.

Deposits - Deposits include demand deposits, savings accounts, NOW accounts and certain money market deposits. The carrying amount approximates fair value. The fair value of fixed-maturity time deposits is estimated using a discounted cash flow calculation that applies the rates currently offered for deposits of similar remaining maturities.

Short-term Borrowings, Interest Payable, and Advances from Borrowers for Taxes and Insurance - The carrying amount approximates fair value.

Commitments to Originate Loans, Letters of Credit, and Lines of Credit - The fair value of commitments to originate loans is estimated using the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties. For fixed-rate loan commitments, fair value also considers the difference between current levels of interest rates and the committed rates. The fair values of letters of credit and lines of credit are based on fees currently charged for similar agreements or on the estimated cost to terminate or otherwise settle the obligations with the counterparties at the reporting date.

10.	MORTGAGE SERVICING RIGHTS

Activity in the balance of mortgage servicing rights, measured using the amortization method, for the nine month period ending September 30, 2014 and the year ended December 31, 2013 was as follows:

	September 30, 2014			December 31, 2013
Balance, beginning of year	$	673,576		$	664,436
Servicing rights capitalized		43,883			101,538
Amortization of servicing rights		(82,440	)		(148,285	)
Change in valuation allowance		11,207			55,887
Balance, end of period	$	646,226		$	673,576

Activity in the valuation allowance for mortgage servicing rights for the nine month period ending September 30, 2014 and the year ended December 31, 2013 was as follows:

	September 30, 2014			December 31, 2013
Balance, beginning of year	$	73,392		$	129,279
Additions		-			-
Reductions		(11,207	)		(55,887	)
Balance, end of period	$	62,185		$	73,392

11.	INCOME TAXES

A reconciliation of income tax expense at the statutory rate to the Company’s actual income tax expense for the nine months ended September 30, 2014 and 2013 is shown below.

	September 30, 2014			September 30, 2013
Computed at the statutory rate (34%)	$	1,044,204		$	1,203,347
Increase (decrease) resulting from
Tax exempt interest		(382,400	)		(381,054	)
State income taxes, net		137,370			208,141
Increase in cash surrender value		(47,904	)		(49,753	)
Other, net		(864	)		384

Actual tax expense	$	750,406		$	981,065

12.	COMMITMENTS AND CONTINGENCIES

The Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers in the way of commitments to extend credit. Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each customer’s creditworthiness on a case-by-case basis. Substantially all of the Company’s loans are to borrowers located in Cass, Morgan, Macoupin, Montgomery, and surrounding counties in Illinois.

JACKSONVILLE BANCORP, INC.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management’s discussion and analysis of financial condition and results of operations is intended to assist in understanding the financial condition and results of the Company. The information contained in this section should be read in conjunction with the unaudited consolidated financial statements and accompanying notes thereto.

Forward Looking Statements

This Form 10-Q contains certain “forward-looking statements” which may be identified by the use of words such as “believe,” “expect,” “anticipate,” “should,” “planned,” “estimated,” and “potential.” Examples of forward-looking statements include, but are not limited to, estimates with respect to our financial condition, results of operations and business that are subject to various factors that could cause actual results to differ materially from these estimates and most other statements that are not historical in nature. These factors include, but are not limited to, the effect of disruptions in the financial markets, changes in interest rates, general economic conditions and the current weak state of the United States economy, deposit flows, demand for mortgage and other loans, real estate values, and competition; changes in accounting principles, policies, or guidelines; changes in legislation or regulation; and other economic, competitive, governmental, regulatory, and technological factors affecting our operations, pricing of products and services.

Critical Accounting Policies and Use of Significant Estimates

In the ordinary course of business, we have made a number of estimates and assumptions relating to the reporting of results of operations and financial condition in preparing our financial statements in conformity with accounting principles generally accepted in the United States of America. Actual results could differ significantly from those estimates under different assumptions and conditions. Management believes the following discussion addresses our most critical accounting policies and significant estimates, which are those that are most important to the portrayal of our financial condition and results and require management’s most difficult, subjective and complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.

Allowance for Loan Losses - The Company believes the allowance for loan losses is the critical accounting policy that requires the most significant judgments and assumptions used in the preparation of the consolidated financial statements. The allowance for loan losses is a material estimate that is particularly susceptible to significant changes in the near term and is established through a provision for loan losses. The allowance is based upon past loan experience and other factors which, in management’s judgment, deserve current recognition in estimating loan losses. The evaluation includes a review of all loans on which full collectability may not be reasonably assured. Other factors considered by management include the size and character of the loan portfolio, concentrations of loans to specific borrowers or industries, existing economic conditions and historical losses on each portfolio category. In connection with the determination of the allowance for loan losses, management obtains independent appraisals for significant properties, which collateralize loans. Management uses the available information to make such determinations. If circumstances differ substantially from the assumptions used in making determinations, future adjustments to the allowance for loan losses may be necessary and results of operations could be affected. While we believe we have established our existing allowance for loan losses in conformity with accounting principles generally accepted in the United States of America, there can be no assurance that regulators, in reviewing the Company’s loan portfolio, will not request an increase in the allowance for loan losses. Because future events affecting borrowers and collateral cannot be predicted with certainty, there can be no assurance that increases to the allowance will not be necessary if loan quality deteriorates.

Foreclosed Assets – Foreclosed assets primarily consist of real estate owned. Real estate owned acquired through loan foreclosures are initially recorded at fair value less costs to sell when acquired, establishing a new cost basis. The adjustment at the time of foreclosure is recorded through the allowance for loan losses. Due to the subjective nature of establishing fair value when the asset is acquired, the actual fair value of the other real estate owned could differ from the original estimate. If it is determined that fair value of an asset declines subsequent to foreclosure, the asset is written down through a charge to non-interest expense. Operating costs associated with the assets after acquisition are also recorded as non-interest expense. Gains and losses on the disposition of other real estate owned are netted and posted to non-interest expense.

Deferred Income Tax Assets/Liabilities – Our net deferred income tax asset arises from differences in the dates that items of income and expense enter into our reported income and taxable income. Deferred tax assets and liabilities are established for these items as they arise. From an accounting standpoint, deferred tax assets are reviewed to determine that they are realizable based upon the historical level of our taxable income, estimates of our future taxable income and the reversals of deferred tax liabilities. In most cases, the realization of the deferred tax asset is based on our future profitability. If we were to experience net operating losses for tax purposes in a future period, the realization of our deferred tax assets would be evaluated for a potential valuation reserve.

Impairment of Goodwill - Goodwill, an intangible asset with an indefinite life, was recorded on our balance sheet in prior periods as a result of acquisition activity. Goodwill is evaluated for impairment annually, unless there are factors present that indicate a potential impairment, in which case, the goodwill impairment test is performed more frequently.

Mortgage Servicing Rights - Mortgage servicing rights are very sensitive to movements in interest rates as expected future net servicing income depends on the projected outstanding principal balances of the underlying loans, which can be greatly reduced by prepayments. Prepayments usually increase when mortgage interest rates decline and decrease when mortgage interest rates rise.

Fair Value Measurements – The fair value of a financial instrument is defined as the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The Company estimates the fair value of financial instruments using a variety of valuation methods. Where financial instruments are actively traded and have quoted market prices, quoted market prices are used for fair value. When the financial instruments are not actively traded, other observable market inputs, such as quoted prices of securities with similar characteristics, may be used, if available, to determine fair value. When observable market prices do not exist, the Company estimates fair value. Other factors such as model assumptions and market dislocations can affect estimates of fair value.

The above listing is not intended to be a comprehensive list of all our accounting policies. In many cases, the accounting treatment of a particular transaction is specifically dictated by accounting principles generally accepted in the United States of America, with no need for management’s judgment in their application. There are also areas in which management’s judgment in selecting any available alternative would not produce a materially different result.

Basel III

On July 2, 2013, the Board of Governors of the Federal Reserve System announced its approval of the final rule to implement the Basel III regulatory capital reforms, among other changes required by the Dodd-Frank Wall Street Reform and Consumer Protection Act. The Federal Deposit Insurance Corporation adopted the new rule on July 9, 2013. The approved rule includes a new minimum ratio of common equity Tier 1 capital to risk-weighted assets of 4.5%, as well as a common equity Tier 1 capital conservation buffer of 2.5 of risk-weighted assets. The rule also raises the minimum ratio of Tier 1 capital to risk-weighted assets from 4% to 6% and includes a minimum leverage ratio of 4% for all banking institutions. The phase-in for banking institutions such as Jacksonville Savings Bank will not begin until January 2015, while the phase-in for larger banks began in January 2014. We are currently evaluating the impact of the implementation of the new capital standards.

Financial Condition

September 30, 2014 Compared to December 31, 2013

Total assets at September 30, 2014 were $314.2 million, a decrease of $4.2 million, or 1.3%, from $318.4 million at December 31, 2013. The decrease in total assets was primarily due to a $3.3 million decrease in investment and mortgage-backed securities and a $1.9 million decrease in cash and cash equivalents. The decrease was partially offset by an increase of $1.2 million in net loans.

Cash and cash equivalents decreased by $1.9 million, or 45.2%, from $6.1 million at December 31, 2013 to $4.2 million at September 30, 2014. Investment and mortgage-backed securities were $105.7 million at September 30, 2014, a decrease of $3.3 million, or 3.0%, from $109.0 million at December 31, 2013. The decrease was primarily due to a decrease of $3.0 million in mortgage-backed securities. The decreases in cash and cash equivalents and investment and mortgage-backed securities reflected a decrease in deposits. As cash was received from sales and paydowns on investment securities, a portion of the funds were used to fund deposit withdrawals.

Net loans receivable (excluding loans held for sale) increased $1.2 million, or 0.7%, to $181.8 million at September 30, 2014 from $180.6 million at December 31, 2013. The increase in loans is primarily due to increases of $5.4 million in agricultural real estate loans and $1.5 million in agricultural business loans, reflecting increased land sale activity and the seasonality of agricultural financing. The increase in net loans was partially offset by decreases of $4.1 million in commercial business loans reflecting payments on lines of credit and $1.4 million in commercial real estate loans. The loan portfolio continues to be affected by low loan demand.

At September 30, 2014 and December 31, 2013, goodwill totaled $2.7 million. At these dates, our goodwill was not impaired.

Total deposits decreased $11.0 million, or 4.4%, to $240.8 million at September 30, 2014 from $251.7 million at December 31, 2013. The decrease primarily reflects an $8.1 million decrease in time deposits. Other borrowings, which consisted of $12.0 million in overnight FHLB advances and $9.5 million in overnight repurchase agreements, increased a total of $1.9 million, or 9.6%, at September 30, 2014. The FHLB advances have been used as a low-cost, short-term source of funding. The repurchase agreements are a cash management service provided to our commercial deposit customers.

Total stockholders’ equity increased $3.5 million, or 8.6%, to $44.7 million at September 30, 2014, compared to $41.2 million at December 31, 2013. The increase in stockholders’ equity was the result of $2.3 million in net income and a $1.9 million increase in accumulated other comprehensive income (loss), partially offset by the payment of $429,000 in dividends and $611,000 in stock repurchases. Accumulated other comprehensive income (loss) increased primarily due to an increase in unrealized gains, net of tax, on available-for-sale securities reflecting changes in market prices for securities in our portfolio due to a decrease in market interest rates. Accumulated other comprehensive income (loss) does not include changes in the fair value of other financial instruments included in the condensed consolidated balance sheet.

Results of Operations

Comparison of Operating Results for the Three Months Ended September 30, 2014 and 2013

General: Net income for the three months ended September 30, 2014 was $856,000, or $0.48 per common share, basic, and $0.47 per common share, diluted, compared to net income of $786,000, or $0.43 per common share, basic, and $0.42 per common share, diluted, for the three months ended September 30, 2013. The $70,000 increase in net income was due to an increase of $14,000 in non-interest income and decreases of $94,000 in non-interest expense and $11,000 in income taxes, partially offset by a decrease of $29,000 in net interest income and an increase of $20,000 in provision for loan losses.

Interest Income: Total interest income for the three months ended September 30, 2014 decreased $115,000, or 3.8%, to $2.9 million from $3.1 million during the same period of 2013. The decrease in interest income reflected decreases of $54,000 in interest income on loans, $27,000 in interest income on investment securities, $24,000 in interest income on mortgage-backed securities, and $10,000 in other interest-earning assets.

Interest income on loans decreased $54,000 to $2.3 million during the third quarter of 2014 primarily due to a decrease in the average yield of loans. The average yield decreased 23 basis points to 5.14% during the third quarter of 2014, compared to 5.37% during the third quarter of 2013. The decrease in the average yield reflected lower market rates of interest and the competitive lending environment. Partially offsetting the decrease in interest income on loans was an increase in the average balance of the loan portfolio of $3.3 million to $179.6 million during the third quarter of 2014 from $176.2 million during the third quarter of 2013. The increase in the average balance of the loan portfolio reflected increases in the average balance of residential real estate loans and commercial business loans due to new loan originations.

Interest income on investment securities decreased $27,000 to $438,000 during the third quarter of 2014 compared to $465,000 during the third quarter of 2013. The decrease resulted primarily from a decrease in the average balance of investment securities of $4.7 million to $58.7 during the third quarter of 2014, compared to $63.4 million during the third quarter of 2013. This decrease was partially offset by an increase in the average yield of investment securities of five basis points to 2.98% during the third quarter of 2014 from 2.93% during the third quarter of 2013. The decrease in the average balance of investment securities reflects the use of investment proceeds to fund the decrease in deposits during this same time period. The majority of our investment portfolio consists of municipal bonds which are exempt from federal taxation, resulting in a higher tax-equivalent yield.

Interest income on mortgage-backed securities decreased $24,000 to $198,000 during the third quarter of 2014, compared to $222,000 during the third quarter of 2013. The decrease primarily reflected a $4.4 million decrease in the average balance of mortgage-backed securities to $46.9 million during the third quarter of 2014, compared to $51.3 million during the third quarter of 2013. The decrease in the average balance of mortgage-backed securities reflects the use of sales and payment proceeds to fund the decrease in deposits during this same time period. Interest income was also affected by a decrease in the average yield of mortgage-backed securities to 1.69% during the third quarter of 2014, compared to 1.73% during the third quarter of 2013.

Interest income on other interest-earning assets, consisting of interest-earning demand and time deposit accounts and federal funds sold, decreased $10,000 to less than $1,000 during the third quarter of 2014, compared to the third quarter of 2013. The average yield on other interest-earning assets decreased to 0.07% during the third quarter of 2014 from 0.86% during the third quarter of 2013. The average balance of these accounts decreased $2.3 million to $2.4 million during the three months ended September 30, 2014 compared to $4.7 million for the three months ended September 30, 2013. The decreases in the average balance and average yield reflected a decrease in the average balance of higher-yielding time deposit accounts.

Interest Expense: Total interest expense decreased $86,000, or 19.6%, to $354,000 for the three months ended September 30, 2014 compared to $440,000 for the three months ended September 30, 2013. The lower interest expense reflects an $85,000 decrease in the interest expense on deposits.

Interest expense on deposits decreased $85,000 to $351,000 during the third quarter of 2014 compared to $436,000 during the third quarter of 2013. The decrease in interest expense on deposits was primarily due to a 13 basis point decrease in the average rate paid on deposits to 0.63% during the third quarter of 2014 from 0.76% during the third quarter of 2013. The decrease reflected lower average deposit balances in 2014 as compared to 2013, as well as a change in the composition of our deposits to lower cost deposits. The average balance of deposits decreased $8.6 million to $221.0 million for the third quarter of 2014. The decrease reflected a $13.5 million decrease in the average balance of time deposit accounts, partially offset by a $4.9 million increase in the average balance of lower cost transaction accounts.

Interest paid on borrowed funds, which consisted of overnight repurchase agreements and FHLB advances, decreased $1,000 to $3,000 during the third quarter of 2014. The average balance of borrowed funds decreased $4.7 million to $11.0 million for the third quarter of 2014 compared to the third quarter of 2013, reflecting a decrease in the use of overnight FHLB advances during 2014. The average rate paid on borrowed funds remained at 0.10% during the third quarters of 2014 and 2013.

Net Interest Income. As a result of the changes in interest income and interest expense noted above, net interest income decreased by $29,000, or 1.1%, to $2.6 million for the three months ended September 30, 2014 compared to the same time period in 2013. Our net interest margin increased 6 basis points to 3.61% during the third quarter of 2014 from 3.55% during the third quarter of 2013. Our interest rate spread increased by 7 basis points to 3.49% during the third quarter of 2014 from 3.42% during the third quarter of 2013. Our ratio of interest earning assets to interest bearing liabilities was 1.24x and 1.21x at September 30, 2014 and September 30, 2013, respectively.

Provision for Loan Losses: The provision for loan losses is determined by management as the amount needed to maintain the allowance for loan losses, after net charge-offs have been deducted, at a level considered adequate to absorb inherent losses in the loan portfolio following management’s evaluation of the repayment capacity and collateral protection afforded by each problem credit and in accordance with accounting principles generally accepted in the United States of America.

The provision for loan losses equaled $30,000 during the third quarter of 2014, compared to $10,000 during the third quarter of 2013. The increase in the provision for loan losses was primarily attributed to an increase in net charge-offs to $380,000 during the third quarter of 2014, compared to net charge-offs of $218,000 during the third quarter of 2013.

The allowance for loan losses decreased $273,000 to $3.0 million at September 30, 2014 from $3.3 million at September 30, 2013. Loans delinquent 30 days or more increased to $2.7 million, or 1.47% of total loans, as of September 30, 2014, from $1.8 million, or 0.99% of total loans, as of December 31, 2013. Loans delinquent 30 days or more totaled $1.8 million, or 0.99% of total loans at September 30, 2013. The $917,000 increase in delinquent loans during 2014 primarily reflected the delinquency of loans to a commercial real estate borrower totaling $889,000, which are in the process of collection.

Provisions for loan losses have been made to bring the allowance for loan losses to a level deemed adequate following management’s evaluation of the repayment capacity and collateral protection afforded by each problem credit. This review also considered the local economy and the level of bankruptcies and foreclosures in our market area. The following table sets forth information regarding nonperforming assets at the dates indicated.

	September 30, 2014			December 31, 2013

Non-accruing loans:
One-to-four family residential	$	968,622		$	1,339,487
Commercial real estate		372,552			208,297
Agricultural real estate		126,323			-
Commercial business		26,287			133,823
Home equity		135,471			37,939
Consumer		146,523			62,617
Total	$	1,775,778		$	1,782,163

Accruing loans delinquent more than 90 days:
Consumer		-			-
Total	$	-		$	-

Foreclosed assets:
One-to-four family residential	$	261,507		$	132,725
Commercial real estate	$	144,193		$	149,193
Consumer		-			1,689
Total	$	405,700		$	283,607

Total nonperforming assets	$	2,181,478		$	2,065,770

Total as a percentage of total assets		0.69	%		0.65	%

Nonperforming assets increased $116,000 to $2.2 million, or 0.69% of total assets, as of September 30, 2014, compared to $2.1 million, or 0.65% of total assets, as of December 31, 2013. The increase in nonperforming assets was due to an increase of $122,000 in foreclosed assets primarily attributed to one-to-four family residential loans, partially offset by a $6,000 decrease in non-accruing loans.

The following table shows the aggregate principal amount of potential problem credits on the Company’s watch list at September 30, 2014 and December 31, 2013. All non-accruing loans are automatically placed on the watch list. The $1.4 million increase in Special Mention credits reflects the addition of a $1.5 million credit secured by agricultural real estate. The $864,000 decrease in Substandard credits reflected charge-offs of $489,000 and significant payments of $419,000.

	September 30, 2014		December 31, 2013

Special Mention credits	$	2,489,948	$	1,057,028
Substandard credits		5,268,039		6,131,950
Total watch list credits	$	7,757,987	$	7,188,978

Non-Interest Income: Non-interest income increased $14,000, or 1.4%, to $1.0 million during the three months ended September 30, 2014 compared to the same period of 2013. The increase in non-interest income resulted primarily due to an increase of $58,000 in commission income, partially offset by a decrease of $33,000 in gains on the sale of available-for-sale securities. The increase in commission income reflected improved market conditions. The decrease in gains on the sale of securities reflected changing market conditions as sales increased to $9.6 million during the third quarter of 2014 compared to $7.2 million during the same period of 2013. The securities sold during the third quarter of 2014 were lower yielding bonds which generated smaller gains as compared to those sold during the third quarter of 2013.

Non-Interest Expense: Total non-interest expense decreased $94,000, or 3.7%, to $2.5 million for the three months ended September 30, 2014. The decrease was primarily due to decreases of $130,000 in other non-interest expense and $59,000 in data processing and telecommunications expense, partially offset by increases of $49,000 in ATM and bank card expense and $47,000 in professional fees. The increase in other non-interest expense reflected a one-time charge of $74,000 related to the sale of our former main office building during the third quarter of 2013. The decrease in non-recurring consulting expenses related to software upgrades and training during 2013 contributed to the decrease in data processing and telecommunications expense during 2014. The increase in ATM and bank card expense reflects processing fees related to higher transaction volumes. The increase in professional fees reflects non-recurring legal and consulting expenses.

Income Taxes: The provision for income taxes decreased $11,000 to $261,000 during the third quarter of 2014 compared to the same period of 2013. The effective tax rate was 23.3% and 25.7% during the three months ended September 30, 2014 and 2013, respectively.

Comparison of Operating Results for the Nine Months Ended September 30, 2014 and 2013

General: Net income for the nine months ended September 30, 2014 was $2.3 million, or $1.29 per common share, basic and diluted, compared to net income of $2.6 million, or $1.37 per common share, basic and diluted, for the nine months ended September 30, 2013. The $237,000 decrease in net income reflected a decrease of $555,000 in non-interest income and increases of $148,000 in non-interest expense and $50,000 in provision for loan losses, partially offset by an increase of $285,000 in net interest income and a decrease of $231,000 in income taxes.

Interest Income: Total interest income for the nine months ended September 30, 2014 increased $33,000, or 0.4%, to $9.0 million from $8.9 million for the same period of 2013. The increase in interest income reflected an increase of $209,000 in interest income on mortgage-backed securities, partially offset by decreases of $134,000 in interest income on loans, $9,000 in interest income on investment securities, and $33,000 in interest income on other interest-earning assets.

Interest income on loans decreased $134,000 to $6.9 million during the nine months ended September 30, 2014, compared to the same period of 2013. The decrease in interest income on loans was primarily due to a decrease in the average yield of loans. The average yield on loans decreased 28 basis points to 5.11% during the first nine months of 2014 from 5.39% during the first nine months of 2013. The decrease in the average yield reflected lower market rates of interest and the competitive lending environment. The decrease in the average yield of loans was partially offset by an increase in the average balance of the loan portfolio of $6.2 million to $179.6 million for the first nine months of 2014 from $173.4 million for the first nine months of 2013. The increase in the average balance of the loan portfolio reflected increases in the average balance of residential real estate loans due to the retention of additional loans held in portfolio and commercial business loans.

Interest income on investment securities decreased $9,000 to $1.3 million during the nine months ended September 30, 2014 from the same period of 2013. The decrease in interest income reflects a $225,000 decrease in the average balance of the investment portfolio to $59.6 million during the nine month period ended September 30, 2014. The average yield of investment securities decreased to 2.98% during the first nine months of 2014 from 2.99% for the first nine months of 2013. The majority of our investment portfolio consists of municipal bonds which are exempt from federal taxation, resulting in a higher tax-equivalent yield.

Interest income on mortgage-backed securities increased $209,000 to $763,000 during the nine months ended September 30, 2014, compared to $554,000 during the same period of 2013. The increase reflected a 64 basis point increase in the average yield of mortgage-backed securities to 2.10% for the first nine months of 2014, compared to 1.46% for the first nine months of 2013. The average yield benefitted from lower premium amortization resulting from slower national prepayment speeds on mortgage-backed securities. The amortization of premiums on mortgage-backed securities, which reduces the average yield, decreased $266,000 to $382,000 during the first nine months of 2014, compared to $648,000 during the first nine months of 2013. The increase in interest income on mortgage-backed securities was partially offset by a decrease of $2.3 million in the average balance of mortgage-backed securities to $48.4 million during the first nine months of 2014. The decrease in the average balance of mortgage-backed securities reflects the use of sales and payment proceeds to fund the decrease in deposits during this same time period.

Interest income on other interest-earning assets, consisting of interest-earning demand and time deposit accounts and federal funds sold, decreased $33,000 to $1,000 during the first nine months of 2014, compared to the first nine months of 2013. The average balance of these accounts decreased $6.4 million to $2.5 million for the nine months ended September 30, 2014 compared to $8.9 million for the nine months ended September 30, 2013. The decrease in the average balance reflected a decrease in the average balance of federal funds sold and time deposit accounts. The average yield on other interest-earning assets decreased to 0.06% during the first nine months of 2014 from 0.51% during the first nine months of 2013, reflecting the decrease in higher-yielding time deposit accounts which matured during the fourth quarter of 2013.

Interest Expense: Total interest expense decreased $252,000, or 18.4%, to $1.1 million for the nine months ended September 30, 2014 compared to $1.4 million for the nine months ended September 30, 2013. The lower interest expense was primarily due to a $251,000 decrease in the cost of deposits.

Interest expense on deposits decreased $251,000 to $1.1 million during the nine months ended September 30, 2014 compared to $1.4 million during the nine months ended September 30, 2013. The decrease in interest expense on deposits was primarily due to a 12 basis point decrease in the average rate paid on deposits to 0.66% during the first nine months of 2014 from 0.78% during the first nine months of 2013. The decrease in interest expense also reflected a decrease in the average balance of deposits, as well as a change in the composition of our deposits. The average balance of deposits decreased $8.6 million to $224.0 million for the first nine months of 2014 compared to $232.6 million for the first nine months of 2013. The decrease reflected a $13.2 million decrease in the average balance of time deposit accounts, partially offset by a $4.6 million increase in the average balance of lower cost transaction accounts.

Interest paid on borrowed funds, which consisted of overnight repurchase agreements and FHLB advances, decreased $1,000 to $8,000 during the first nine months of 2014 compared to the same period of 2013. The average rate paid on borrowed funds decreased to 0.12% during the first nine months of 2014 compared to 0.14% during the first nine months of 2013. The average balance of borrowed funds increased $894,000 to $9.5 million during the first nine months of 2014, reflecting the use of overnight advances from the FHLB during 2014.

Net Interest Income. As a result of the changes in interest income and interest expense noted above, net interest income increased by $284,000, or 3.8%, to $7.9 million for the nine months ended September 30, 2014 from $7.6 million for the nine months ended September 30, 2013. Our net interest margin increased 16 basis points to 3.61% for the first nine months of 2014 from 3.45% for the first nine months of 2013. Our interest rate spread increased by 18 basis points to 3.49% during the first nine months of 2014 from 3.31% during the first nine months of 2013.

Provision for Loan Losses: The provision for loan losses is determined by management as the amount needed to maintain the allowance for loan losses, after net charge-offs have been deducted, at a level considered adequate to absorb inherent losses in the loan portfolio, in accordance with accounting principles generally accepted in the United States of America. The following table shows the activity in the allowance for loan losses for the nine months ended September 30, 2014 and 2013.

	Nine Months Ended
	September 30, 2014		September 30, 2013

Balance at beginning of period	$	3,406,434	$	3,339,464
Charge-offs:
One-to-four family residential		100,319		162,447
Commercial real estate		93,474		-
Commercial business		285,410		-
Home equity		5,403		48,383
Consumer		25,781		66,467
Total		510,387		277,297
Recoveries:
One-to-four family residential		1,260		15,771
Commercial real estate		168		111,569
Commercial business		31		7,341
Home equity		1,575		14,510
Consumer		2,383		13,138
Total		5,417		162,329
Net loan charge-offs		504,970		114,968
Additions charged to operations		90,000		40,000
Balance at end of period	$	2,991,464	$	3,264,496

The allowance for loan losses decreased $273,000 to $3.0 million at September 30, 2014, from $3.3 million at September 30, 2013. The provision increased $50,000 to $90,000 during the first nine months of 2014, compared to $40,000 during the first nine months of 2013, reflecting the increase in net charge-offs during 2014. Net charge-offs equaled $505,000 during the first nine months of 2014, compared to net charge-offs of $115,000 during the same period of 2013.

Non-Interest Income: Non-interest income decreased $555,000, or 15.8%, to $3.0 million for the nine months ended September 30, 2014. The decrease in non-interest income was primarily due to a decrease of $560,000 in gains on the sale of available-for-sale securities. The decrease in gains on the sale of securities reflected changing market conditions and a lower volume of securities sales totaling $22.9 million during the first nine months of 2014 compared to $25.3 million during the same period of 2013. Securities sales during 2013 and 2014 were primarily made to reduce the volatility to interest rate changes in municipal bonds and to eliminate faster paying mortgage-backed securities. Non-interest income also benefitted from increases of $115,000 in commission income and $62,000 in ATM and bank card interchange income, partially offset by decreases of $87,000 in service charges on deposit accounts and $87,000 in net income from mortgage banking operations. The increase in commission income reflected improved market conditions and increased account activity during 2014. The increase in ATM and bank card interchange income reflects a higher transaction volume. The decrease in service charges on deposits reflects a decrease in fees related to nonsufficient funds. Net income on mortgage banking operations income decreased due to a lower volume of loan sales in 2014, as we sold $10.1 million of loans to the secondary market during the first nine months of 2014, compared to $20.6 million during the same period of 2013. The lower volume of sales reflected a reduced volume of mortgage originations, which are affected by changes in market interest rates.

Non-Interest Expense: Total non-interest expense increased $148,000, or 2.0%, to $7.7 million for the nine months ended September 30, 2014 compared to the same period of 2013. The increase in non-interest expense consisted primarily of increases of $259,000 in professional fees, reflecting non-recurring legal and consulting expenses. The increase in fees was partially offset by decreases of $68,000 in data processing and telecommunications expense and the one-time charge of $74,000 related to the sale of our former main office building in 2013. A decrease in non-recurring consulting expenses related to software upgrades and training during 2013 contributed to the decrease in data processing and telecommunications expense during 2014.

Income Taxes: The provision for income taxes decreased $231,000 to $750,000 during the first nine months of 2014 compared to the same period of 2013. The decrease in the income tax provision reflected a decrease in taxable income, as well as an increase in tax-exempt income. The effective tax rate was 24.4% and 27.7% during the nine months ended September 30, 2014 and 2013, respectively.

Liquidity and Capital Resources

The Company’s most liquid assets are cash and cash equivalents. The levels of these assets are dependent on the Company’s operating, financing, and investing activities. At September 30, 2014 and December 31, 2013, cash and cash equivalents totaled $4.2 million and $6.1 million, respectively. The Company’s primary sources of funds include principal and interest repayments on loans (both scheduled payments and prepayments), maturities of investment securities and principal repayments from mortgage-backed securities (both scheduled payments and prepayments). During the past nine months, the most significant sources of funds have been sales of investment securities, principal repayments on loans and mortgage-backed securities, and other borrowings. These funds have been used primarily for purchases of U.S. Agency, municipal and mortgage-backed securities, loan originations, and stock repurchases.

While scheduled loan repayments and proceeds from maturing investment securities and principal repayments on mortgage-backed securities are relatively predictable, deposit flows and prepayments are more influenced by interest rates, general and local economic conditions, and competition. The Company attempts to price its deposits to meet asset-liability objectives and stay competitive with the local market.

Liquidity management is both a short- and long-term responsibility of management. The Company adjusts its investments in liquid assets based upon management’s assessment of (i) expected loan demand, (ii) projected purchases of investment and mortgage-backed securities, (iii) expected deposit flows, (iv) yields available on interest-bearing deposits, and (v) liquidity of its asset/liability management program. Excess liquidity is generally invested in interest-earning overnight deposits and other short-term U.S. agency obligations. If the Company requires funds beyond its ability to generate them internally, it has the ability to borrow funds from the FHLB. The Company may borrow from the FHLB under a blanket agreement which assigns all investments in FHLB stock as well as qualifying first mortgage loans equal to 150% of the outstanding balance as collateral to secure the amounts borrowed. This borrowing arrangement is limited to a maximum of 30% of the Company’s total assets or twenty times the balance of FHLB stock held by the Company. At September 30, 2014, the Company had $12.0 million in outstanding overnight FHLB advances and approximately $14.1 million available to it under the above-mentioned borrowing arrangement.

The Company maintains minimum levels of liquid assets as established by the Board of Directors. The Company’s liquidity ratios at September 30, 2014 and December 31, 2013 were 38.4% and 39.0%, respectively. This ratio represents the volume of short-term liquid assets as a percentage of net deposits and borrowings due within one year.

The Company must also maintain adequate levels of liquidity to ensure the availability of funds to satisfy loan commitments. The Company anticipates that it will have sufficient funds available to meet its current commitments principally through the use of current liquid assets and through its borrowing capacity discussed above. The following table summarizes these commitments at September 30, 2014 and December 31, 2013.

	September 30, 2014		December 31, 2013

Commitments to fund loans	$	37,676,314	$	41,694,350
Standby letters of credit		471,340		360,000

Quantitative measures established by applicable regulation to ensure capital adequacy require the Company to maintain minimum amounts and ratios (set forth in the table below) of total and Tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined) and Tier 1 capital (as defined) to average assets (as defined). Management believes that at September 30, 2014, the Company met all its capital adequacy requirements.

Under Illinois law, Illinois-chartered savings banks are required to maintain a minimum core capital to total assets ratio of 3%. The Illinois Commissioner of Savings and Residential Finance (the “Commissioner”) is authorized to require a savings bank to maintain a higher minimum capital level if the Commissioner determines that the savings bank’s financial condition or history, management or earnings prospects are not adequate. If a savings bank’s core capital ratio falls below the required level, the Commissioner may direct the savings bank to adhere to a specific written plan established by the Commissioner to correct the savings bank’s capital deficiency, as well as a number of other restrictions on the savings bank’s operations, including a prohibition on the declaration of dividends by the savings bank’s board of directors. At September 30, 2014, the Bank’s core capital ratio was 12.69% of total average assets, which substantially exceeded the required amount.

The Bank is also required to maintain regulatory capital requirements imposed by the Federal Deposit Insurance Corporation. The Bank must have: (i) Tier 1 Capital to Average Assets of 4.0%, (ii) Tier 1 Capital to Risk-Weighted Assets of 4.0%, and (iii) Total Capital to Risk-Weighted Assets of 8.0%. At September 30, 2014 and December 31, 2013, minimum requirements and the Bank’s actual ratios are as follows:


	September 30, 2014			December 31, 2013			Minimum
	Actual			Actual			Required
Tier 1 Capital to Average Assets		12.69	%		11.51	%		4.00	%
Tier 1 Capital to Risk-Weighted Assets		18.24	%		16.89	%		4.00	%
Total Capital to Risk-Weighted Assets		19.49	%		18.15	%		8.00	%

Effect of Inflation and Changing Prices

The condensed consolidated financial statements and related financial data presented herein have been prepared in accordance with GAAP which require the measurement of financial position and operating results in terms of historical dollars, without considering the change in the relative purchasing power of money over time due to inflation. The impact of inflation is reflected in the increased cost of the Company’s operations. Unlike most industrial companies, virtually all the assets and liabilities of a financial institution are monetary in nature. As a result, interest rates generally have a more significant impact on a financial institution’s performance than do general levels of inflation. Interest rates do not necessarily move in the same direction or to the same extent as the prices of goods and services.

The following table sets forth the average balances and interest rates (costs) on the Company’s assets and liabilities during the periods presented.

Consolidated Average Balance Sheet and Interest Rates
(Dollars in thousands)
	Three Months Ended September 30,
	2014							2013
	Average							Average
	Balance		Interest		Yield/Cost			Balance		Interest		Yield/Cost

Interest-earnings assets:
Loans	$	179,576	$	2,310		5.14	%	$	176,231	$	2,364		5.37	%
Investment securities		58,749		438		2.98	%		63,445		465		2.93	%
Mortgage-backed securities		46,864		198		1.69	%		51,302		222		1.73	%
Other		2,437		-		0.07	%		4,767		10		0.86	%
Total interest-earning assets		287,626		2,946		4.10	%		295,745		3,061		4.14	%

Non-interest earnings assets		21,007							21,382
Total assets	$	308,633						$	317,127

Interest-bearing liabilities:
Deposits	$	220,985	$	350		0.63	%	$	229,575	$	436		0.76	%
Other borrowings		11,011		3		0.10	%		15,677		4		0.10	%
Total interest-bearing liabilities		231,996		353		0.61	%		245,252		440		0.72	%

Non-interest bearing liabilities		32,241							30,829
Stockholders’ equity		44,396							41,046

Total liabilities/stockholders’ equity	$	308,633						$	317,127

Net interest income			$	2,593						$	2,621

Interest rate spread (average yield earned minus average rate paid)						3.49	%						3.42	%

Net interest margin (net interest income divided by average interest-earning assets)						3.61	%						3.55	%

The following table sets forth the changes in rate and changes in volume of the Company’s interest earning assets and liabilities for the comparative three month periods.

Analysis of Volume and Rate Changes
(In thousands)
Three Months Ended September 30,
	2014 Compared to 2013
	Increase(Decrease) Due to
	Rate			Volume			Net

Interest-earnings assets:
Loans	$	(98	)	$	44		$	(54	)
Investment securities		8			(35	)		(27	)
Mortgage-backed securities		(5	)		(19	)		(24	)
Other		(7	)		(3	)		(10	)
Total net change in income on interest-earning assets		(102	)		(13	)		(115	)

Interest-bearing liabilities:
Deposits		(69	)		(16	)		(85	)
Other borrowings		-			(1	)		(1	)
Total net change in expense on interest-bearing liabilities		(69	)		(17	)		(86	)

Net change in net interest income	$	(33	)	$	4		$	(29	)

The following table sets forth the average balances and interest rates (costs) on the Company’s assets and liabilities during the periods presented.

Consolidated Average Balance Sheet and Interest Rates
(Dollars in thousands)
	Nine Months Ended September 30,
	2014							2013
	Average							Average
	Balance		Interest		Yield/Cost			Balance		Interest		Yield/Cost

Interest-earnings assets:
Loans	$	179,561	$	6,875		5.11	%	$	173,382	$	7,009		5.39	%
Investment securities		59,642		1,331		2.98	%		59,867		1,341		2.99	%
Mortgage-backed securities		48,397		763		2.10	%		50,744		554		1.46	%
Other		2,521		1		0.06	%		8,963		34		0.51	%
Total interest-earning assets		290,121		8,970		4.12	%		292,956		8,938		4.07	%

Non-interest earnings assets		20,823							21,552
Total assets	$	310,944						$	314,508

Interest-bearing liabilities:
Deposits	$	224,028	$	1,106		0.66	%	$	232,632	$	1,357		0.78	%
Other borrowings		9,470		8		0.12	%		8,576		9		0.14	%
Total interest-bearing liabilities		233,498		1,114		0.64	%		241,208		1,366		0.76	%

Non-interest bearing liabilities		34,197							30,188
Stockholders’ equity		43,249							43,112

Total liabilities/stockholders’ equity	$	310,944						$	314,508

Net interest income			$	7,856						$	7,572

Interest rate spread (average yield earned minus average rate paid)						3.49	%						3.31	%

Net interest margin (net interest income divided by average interest-earning assets)						3.61	%						3.45	%

The following table sets forth the changes in rate and changes in volume of the Company’s interest earning assets and liabilities for the comparative nine month periods.

Analysis of Volume and Rate Changes
(In thousands)
Nine Months Ended September 30,
	2014 Compared to 2013
	Increase(Decrease) Due to
	Rate			Volume			Net

Interest-earnings assets:
Loans	$	(378	)	$	244		$	(134	)
Investment securities		(4	)		(5	)		(9	)
Mortgage-backed securities		235			(27	)		208
Other		(18	)		(15	)		(33	)
Total net change in income on interest-earning assets		(165	)		197			32

Interest-bearing liabilities:
Deposits		(202	)		(49	)		(251	)
Other borrowings		(2	)		1			(1	)
Total net change in expense on interest-bearing liabilities		(204	)		(48	)		(252	)

Net change in net interest income	$	39		$	245		$	284

JACKSONVILLE BANCORP, INC.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company’s policy in recent years has been to reduce its interest rate risk by better matching the maturities of its interest rate sensitive assets and liabilities, selling its long-term fixed-rate residential mortgage loans with terms of 15 years or more to the secondary market, originating adjustable rate loans, balloon loans with terms ranging from three to five years and originating consumer and commercial business loans, which typically are for a shorter duration and at higher rates of interest than one-to-four family loans. Our portfolio of mortgage-backed securities also provides monthly cash flow. The remaining investment portfolio has been structured to better match the maturities and rates of its interest-bearing liabilities. With respect to liabilities, the Company has attempted to increase its savings and transaction deposit accounts, which management believes are more resistant to changes in interest rates than certificate accounts. The Board of Directors appoints the Asset-Liability Management Committee (ALCO), which is responsible for reviewing the Company’s asset and liability policies. The ALCO meets quarterly to review interest rate risk and trends, as well as liquidity and capital ratio requirements.

The Company uses a comprehensive asset/liability software package provided by a third-party vendor to perform interest rate sensitivity analysis for all product categories. The primary focus of the Company’s analysis is on the effect of interest rate increases and decreases on net interest income. Management believes that this analysis reflects the potential effects on current earnings of interest rate changes. Call criteria and prepayment assumptions are taken into consideration for investment securities and loans. All of the Company’s interest sensitive assets and liabilities are analyzed by product type and repriced based upon current offering rates. The software performs interest rate sensitivity analysis by performing rate shocks in 100 basis point increments.

The following table shows projected results at September 30, 2014 and December 31, 2013 of the impact on net interest income from an immediate change in interest rates, as well as the benchmarks established by the ALCO. The results are shown as a dollar and percentage change in net interest income over the next twelve months.

	Change in Net Interest Income (Dollars in thousands)
	September 30, 2014						December 31, 2013						ALCO
Rate Shock:	$ Change			% Change			$ Change			% Change			Benchmark
+ 300 basis points		(367	)		-3.17	%		(148	)		-1.27	%	> (20.00)%
+ 200 basis points		(251	)		-2.16	%		(95	)		-0.82	%	> (20.00)%
+ 100 basis points		(113	)		-0.97	%		(32	)		-0.28	%	> (12.50)%
- 100 basis points		(124	)		-1.07	%		(207	)		-1.78	%	> (12.50)%

The table above indicates that as of September 30, 2014, in the event of a 200 basis point increase in interest rates, we would experience a 2.16% decrease in net interest income. In the event of a 100 basis point decrease in interest rates, we would experience a 1.07% decrease in net interest income.

The foregoing computations are based upon numerous assumptions, including relative levels of market interest rates, prepayments, and deposit mix. The computed estimates should not be relied upon as a projection of actual results. Despite the limitations on precision inherent in these computations, management believes that the information provided is reasonably indicative of the effect of changes in interest rate levels on the net earning capacity of the Company’s current mix of interest earning assets and interest bearing liabilities. Management continues to use the results of these computations, along with the results of its computer model projections, in order to maximize current earnings while positioning the Company to minimize the effect of a prolonged shift in interest rates that would adversely affect future results of operations.

At the present time, the most significant market risk affecting the Company is interest rate risk. Other market risks such as foreign currency exchange risk and commodity price risk do not occur in the normal business of the Company. The Company also is not currently using trading activities or derivative instruments to control interest rate risk.

JACKSONVILLE BANCORP, INC.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Company’s management, including the Company’s principal executive officer and principal financial officer, have evaluated the effectiveness of the Company’s “disclosure controls and procedures,” as such term is defined in Rule 13(a)-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based upon their evaluation, the principal executive officer and principal financial officer concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were effective for the purpose of ensuring that the information required to be disclosed in the reports that the Company files or submits under the Exchange Act with the Securities and Exchange Commission (the “SEC”) (1) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (2) is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Controls

There have been no changes in the Company’s internal control over financial reporting identified in connection with the evaluation required by Rule 13(a)-15(e) that occurred during the Company’s last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

At September 30, 2014, the Company is not involved in any pending legal proceedings other than non-material legal proceedings undertaken in the normal course of business.

Item 1.A. Risk Factors

There have been no material changes in the Company’s risk factors from those disclosed in its annual report on Form 10-K.

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

The following table sets forth the issuer purchases of equity securities during the prior three months.

	Total number of shares purchased	Average price paid per share		Total number of shares purchased under publicly announced plan	Maximum number of shares that may be purchased under the repurchase plan
July 1 – July 31	-		-	-	68,518
August 1 – August 31	7,500	$	22.00	31,000	61,018
September 1 – September 30	-		-	-	61,018

On October 16, 2013, the Company announced the adoption of a stock repurchase program under which the Company could repurchase up to 92,018 shares of its common stock, or approximately 5% of the then current outstanding shares. The program provided for repurchases through open market or private transactions, through block trades, and pursuant to any trading plan adopted in accordance with Rule 10b5-1 of the Securities and Exchange Commission. The Company has completed the repurchase of 31,000 shares permitted under the program.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

None.

Item 6. Exhibits

31.1 - Certification of the Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a)

31.2 - Certification of the Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a)

32.1 - Certification of the Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

  101 INS - XBRL Instance Document
  101 SCH - XBRL Taxonomy Extension Schema Document
  101 CAL - XBRL Taxonomy Calculation Linkbase Document
  101 DEF - XBRL Taxonomy Extension Definition Linkbase Document
  101 LAB - XBRL Taxonomy Label Linkbase Document
  101 PRE - XBRL Taxonomy Presentation Linkbase Document

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.
	Registrant

Date: 11/05/2014	/s/ Richard A. Foss
	Richard A. Foss
	President and Chief Executive Officer

	/s/ Diana S. Tone
	Diana S. Tone
	Chief Financial Officer

EXHIBITS

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