Exhibit 13

Jacksonville Bancorp, Inc.

2013 Annual Report

To Our Shareholders:

We are pleased to report that 2013 was another good year for Jacksonville Bancorp, Inc. Last year’s operating results including net income of $3.2 million (third highest in Company history), return on average assets of 1.02%, and a nonperforming loans ratio of only 0.97%, are a clear indication of the success the bank experienced.

There were challenges during the year. Weather, interest rates, and the continued need to reduce non-interest expenses factored into the Company’s activities and performance.

Farming is a major economic force throughout the Midwest. It directly or indirectly impacts every community in central Illinois. Through our farm relationships, Trust Department, and Ag Loan Department, it is a significant contributor to the Company’s bottom line. The 2013 growing season was marked by extremes of too much rain in the spring which delayed planting and dry conditions the latter part of the summer; however, with the better genetics available today, the corn and soybean crops were able to overcome these extremes. Most of our Ag partners achieved better than predicted crop yields which resulted in respectable if not record profits.

Interest rates appeared to bottom out in 2013. The Company benefitted from a lower cost of funds as maturing term deposits continued to reprice downward. Mortgage loan activity slowed as borrowers held off refinancing or buying new homes. Despite a lower average yield on the loan portfolio, the Company’s net interest margin remained strong. Overall, our loan portfolio posted modest growth and our nonperforming loan level remained well below that of our peers.

Controlling non-interest expense continued to be a focus in 2013. During the year, we undertook several steps to reduce overhead, improve efficiency, and lower our number of full- time equivalents. In September, our former headquarters building in downtown Jacksonville was sold. The property, which was originally purchased by Jacksonville Savings and Loan in 1936, had sentimental value but was no longer being used for banking purposes. At year end, we officially closed our Concord facility and donated the building to the Village of Concord. It was a difficult decision to make but as increasing numbers of customers choose to use technology and electronic banking our volume of in-branch transactions has steadily declined. Operating a branch in Concord no longer made economic sense.

In 2011, we adopted a plan to repurchase 5% of our outstanding stock. This plan was successfully completed in 2013 and a second plan to repurchase another 5% was approved. Management believes that a stock buy-back program is an effective use of capital and enhances shareholder value.

Looking forward, we are optimistic that Jacksonville Bancorp, Inc. is well positioned to meet the challenges of the future. We appreciate your confidence and support.

Sincerely,


Andrew F. Applebee	Richard A. Foss
Chairman of the Board	President and CEO

Table of Contents


		Page

Business of the Company		1

Selected Consolidated Financial Information		2

Management’s Discussion and Analysis of Financial Condition and Results of Operations		4

Report of Independent Registered Public Accounting Firm		19

Consolidated Financial Statements		20

Notes to Consolidated Financial Statements		28

Common Stock Information		82

Directors and Executive Officers		83

Corporate Information		84

Annual Meeting		84

Business of the Company

Jacksonville Bancorp, Inc. (the “Company”) is a Maryland corporation. On July 14, 2010, Jacksonville Bancorp, Inc. completed its conversion from the mutual holding company structure and the related public offering and is now a stock holding company that is fully owned by the public. The Company owns 100% of Jacksonville Savings Bank.

Jacksonville Savings Bank is an Illinois-chartered savings bank headquartered in Jacksonville, Illinois. We conduct our business from our main office and five branches, two of which are located in Jacksonville and one of which is located in each of the following Illinois communities: Virden, Litchfield, and Chapin. We were originally chartered in 1916 as an Illinois-chartered mutual savings and loan association and converted to a mutual savings bank in 1992. In 1995, Jacksonville Savings Bank converted to an Illinois-chartered stock savings bank and reorganized to the mutual holding company form of organization. We have been a member of the Federal Home Loan Bank System since 1932. Our deposits are insured by the Federal Deposit Insurance Corporation.

We are a community-oriented savings bank engaged primarily in the business of attracting retail deposits from the general public in our market area and using such funds, together with borrowings and funds from other sources, to originate mortgage loans secured by one-to-four family residential real estate, commercial and agricultural real estate and home equity loans. We also originate commercial and agricultural business loans and consumer loans. Additionally, we invest in United States Government agency securities, bank-qualified, general obligation municipal issues, and mortgage-backed securities issued or guaranteed by the United States Government or agencies thereof. We maintain a portion of our assets in liquid investments, such as overnight funds at the Federal Home Loan Bank.

Our principal sources of funds are customer deposits, proceeds from the sale of loans, short-term borrowings, funds received from the repayment and prepayment of loans and mortgage-backed securities, and the sale, call, or maturity of investment securities. Principal sources of income are interest income on loans and investments, sales of loans and securities, service charges, commissions, card interchange income and other fees. Our principal expenses are interest paid on deposits, employee compensation and benefits, occupancy and equipment expense, and data processing and telecommunications expense.

We operate a full service trust department and an investment center. The investment center is operated through Financial Resources Group, Inc., Jacksonville Savings Bank’s wholly-owned subsidiary.

Selected Consolidated Financial Information

The following tables set forth certain information concerning the consolidated financial position, consolidated data from operations and performance ratios of the Company at the dates and for the years indicated. Selected quarterly financial data for each of the last two years is set forth at Note 20 to the Consolidated Financial Statements. Per share information at and for the year ended December 31, 2009 has not been adjusted to reflect the impact of our second step conversion which was completed in 2010.

	At December 31,
	2013		2012		2011		2010		2009
	(In thousands)
Selected Financial Condition Data:

Total assets	$	318,419	$	321,446	$	307,289	$	301,481	$	288,846
Cash and cash equivalents		6,099		7,294		11,388		8,943		15,696
Investment securities		60,639		63,431		62,258		52,872		37,196
Mortgage-backed securities		48,346		51,956		40,364		41,995		40,984
Loans, net(1)		180,902		174,465		171,312		176,722		174,497
Federal Home Loan Bank of Chicago stock, at cost		1,114		1,114		1,114		1,114		1,109
Foreclosed assets, net		282		137		435		460		383
Bank owned life insurance		6,815		6,613		4,403		4,239		4,095
Deposits		251,738		258,521		254,240		256,424		254,700
Federal Home Loan Bank of Chicago advances		10,800		700		—		—		—
Short-term borrowings		8,810		12,041		6,518		4,018		3,789
Stockholders’ equity		41,139		44,120		41,165		35,678		25,263

	For the Years Ended December 31,
	2013		2012		2011		2010		2009
	(In thousands, except per share amounts)
Selected Operating Data:

Interest income	$	12,078	$	12,791	$	13,867	$	13,529	$	14,420
Interest expense		1,782		2,303		2,879		3,953		5,432
Net interest income		10,296		10,488		10,988		9,576		8,988
Provision for loan losses		170		490		625		1,725		2,575
Net interest income after provision for loan losses		10,126		9,998		10,363		7,851		6,413
Noninterest income		4,443		4,882		3,996		4,197		4,209
Noninterest expense		10,167		9,976		9,814		9,576		9,126
Income before income tax		4,402		4,904		4,545		2,472		1,497
Provision for income taxes		1,188		1,337		1,259		406		101
Net income	$	3,214	$	3,567	$	3,286	$	2,066	$	1,396
Earnings per share:
Basic	$	1.73	$	1.89	$	1.74	$	1.09	$	0.72
Diluted	$	1.73	$	1.89	$	1.74	$	1.08	$	0.72
Dividends per share	$	0.31	$	0.40	$	0.30	$	0.30	$	0.30

(1)	Includes loans held for sale of $262,000, $712,000, $447,000, $280,000, and $814,000 at December 31, 2013, 2012, 2011, 2010, and 2009, respectively.

	At or For the Years Ended December 31,
	2013			2012			2011			2010			2009

Selected Financial Ratios and Other Data:

Performance Ratios:
Return on average assets (ratio of net income to average total assets)		1.02	%		1.14	%		1.08	%		0.70	%		0.47	%
Return on average equity (ratio of net income to average equity)		7.51	%		8.25	%		8.57	%		6.77	%		5.69	%
Interest rate spread(1)		3.38	%		3.46	%		3.68	%		3.30	%		3.08	%
Net interest margin(2)		3.51	%		3.62	%		3.87	%		3.51	%		3.30	%
Efficiency ratio(3)		68.98	%		64.90	%		65.50	%		69.53	%		69.15	%
Dividend pay-out ratio		17.60	%		21.00	%		17.14	%		20.37	%		18.96	%
Non-interest expense to average total assets		3.23	%		3.20	%		3.23	%		3.25	%		3.10	%
Average interest-earning assets to average interest-bearing liabilities		121.63	%		119.76	%		118.84	%		114.78	%		111.14	%
Average equity to average total assets		13.58	%		13.86	%		12.60	%		10.37	%		8.33	%

Asset Quality Ratios:
Nonperforming assets to total assets		0.65	%		0.73	%		0.92	%		1.19	%		0.81	%
Nonperforming loans to total loans		0.97	%		1.25	%		1.38	%		1.75	%		1.11	%
Allowance for loan losses to non-performing loans		191.14	%		150.85	%		137.33	%		94.56	%		117.20	%
Allowance for loan losses to gross loans(4)		1.85	%		1.88	%		1.89	%		1.65	%		1.29	%

Capital Ratios (Bank):
Total capital (to risk-weighted assets)		18.15	%		17.72	%		16.67	%		14.77	%		11.83	%
Tier I capital (to risk-weighted assets)		16.89	%		16.46	%		15.42	%		13.52	%		10.70	%
Tier I capital (to total assets)		11.51	%		10.89	%		10.35	%		9.25	%		7.44	%

Other Data:
Number of offices		6			7			7			7			7
Full time equivalent employees		98			104			104			104			106

(1)	The interest rate spread represents the difference between the weighted-average yield on interest-earning assets and the weighted- average cost of interest-bearing liabilities for the period.

(2)	The net interest margin represents net interest income as a percent of average interest-earning assets for the period.

(3)	The efficiency ratio represents non-interest expense divided by the sum of net interest income and non-interest income.

(4)	Gross loans include loans held for sale.

Management’s Discussion and Analysis of

Financial Condition and Results of Operations

General

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

Certain statements in this annual report and throughout Management’s Discussion and Analysis of Financial Condition and Results of Operations are “forward looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and involve known and unknown risk, uncertainties and other factors that may cause the Company’s actual results, performance or achievements to be materially different from the results, performance or achievements expressed or implied by the forward looking statement. Factors that impact such forward looking statements include, among others, changes in general economic conditions, changes in interest rates and competition. We decline any obligation to publicly announce future events or developments that may affect the forward-looking statements herein.

Operating Strategy – Overview

Our business consists principally of attracting deposits from the general public and using deposits and borrowings to originate mortgage loans secured by one-to-four family residences, commercial real estate and agricultural real estate. In addition, we originate commercial and agricultural business loans and consumer loans. Our net income, like other financial institutions, is primarily dependent on our net interest income, which is the difference between the income earned on our interest-earning assets, such as loans and investments, and the cost of our interest-bearing liabilities, primarily deposits and borrowings. Our net income is also affected by provisions for loan losses and other non-interest income and expenses. General economic conditions, particularly changes in market interest rates, government legislation, monetary policies, and attendant actions of the regulatory authorities are the external influences affecting many of the factors of our net income.

Management has implemented various strategies designed to enhance our profitability. These strategies include reducing our exposure to interest rate risk by selling fixed-rate loans, offering other fee-based services to our customers, and improving operating efficiencies. We recognize the need to establish and adhere to strict loan underwriting criteria and guidelines. We generally limit our investment portfolio to securities issued by the United States Government and Government sponsored entities, mortgage-backed securities collateralized by United States Government sponsored entities, and bank-qualified general obligation municipal issues.

Since 2008, market interest rates have decreased to historically low levels. While still significantly lower than pre-recession levels, market rates began to rise during 2013 resulting in fewer originations of fixed-rate residential loans for sale to the secondary market during 2013 compared to 2012. During the years ended December 31, 2013 and 2012, we sold $24.5 million and $52.7 million, respectively, of fixed-rate residential mortgage loans. We do not have subprime mortgage or Alt-A loan products. All of our mortgage-backed securities are issued by United States Government or United States Government sponsored entities. However, the higher prepayments on the underlying residential loans have had an adverse effect on our income from mortgage-backed securities due to accelerated premium amortization during 2013 and 2012. As market rates have increased, we have experienced a decrease in the market value of our investment and mortgage-backed securities portfolios classified as available-for-sale. The decrease in market value is reflected in other comprehensive income (loss). The change in market rates also contributed to an increase in the market value of our mortgage servicing rights portfolio resulting in a small recovery during 2013.

We continue to service our existing borrowers and originate new loans to credit-worthy borrowers in an effort to meet the credit needs of our community. We intend to remain a community-oriented financial institution dedicated to meeting the credit and financial services needs of our customers in our market area.

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. We believe 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 uses 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 our 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, consisting of 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 foreclosed asset could differ from the original estimate. If it is determined that the fair value has declined 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 foreclosed assets 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. During 2013, goodwill was evaluated quarterly due to market conditions.

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. We estimate 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, we estimate fair value. Other factors such as model assumptions and market dislocations can affect estimates of fair value.

Recent Accounting Pronouncements

In July 2013, the FASB issued guidance within ASU 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. The amendments in ASU 2013-11 to Topic 740, Income Taxes, provide guidance on the financial statement presentation of unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The adoption of this guidance is not expected to have a material impact on the Company’s Consolidated Financial Statements.

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.

Recent Developments

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 starts in January 2014. We are currently evaluating the impact of the new capital standards on our operations.

Financial Condition

Total assets decreased by $3.0 million, or 0.9%, to $318.4 million at December 31, 2013 from $321.4 million at December 31, 2012. Net loans increased $6.9 million, or 4.0%, to $180.6 million at December 31, 2013 from $173.8 million at December 31, 2012. Available-for-sale investment securities decreased $2.8 million, or 4.4%, to $60.6 million at December 31, 2013 from $63.4 million at December 31, 2012. Mortgage-backed securities decreased $3.6 million, or 7.0%, to $48.3 million at December 31, 2013 from $51.9 million at December 31, 2012. The decrease in investment and mortgage-backed securities (all of which are classified as available for sale) was primarily due to a $6.5 million decrease in the market value of these available-for-sale investment and mortgage-backed securities, reflecting the change in market rates.

At December 31, 2013, we had $2.7 million recorded in goodwill associated with a prior acquisition. In 2013, management reviewed goodwill on a quarterly basis for impairment. Management’s analysis concluded that our goodwill was not impaired as of December 31, 2013. At December 31, 2013, we also had $674,000 in mortgage servicing rights, net of the valuation allowance. Our mortgage servicing rights asset represented approximately 46 basis points of the $145.9 million in loans that we serviced. We obtain an independent valuation of the mortgage servicing rights at least annually. Our most recent valuation was obtained as of December 31, 2013. We recorded a recovery of $34,000 in the impairment of mortgage servicing rights during 2013.

Total deposits decreased $6.8 million, or 2.6%, to $251.7 million at December 31, 2013. The mix of our deposits has changed during 2013 with a decrease of $14.7 million in higher-cost time deposits, partially offset by an increase of $7.9 million in low-cost transaction accounts. Transaction accounts have continued to grow, and time deposits have declined, as customers have preferred to maintain short-term, liquid deposits in the current low interest rate environment. Other borrowings increased $6.9 million during the year to $19.6 million as of December 31, 2013, primarily due to an increase of $10.1 million in overnight advances from the FHLB. The remainder of other borrowings consisted of overnight repurchase agreements, which are provided as a service to our commercial deposit customers.

Stockholders’ equity decreased $3.0 million, or 6.8%, to $41.1 million at December 31, 2013. The decrease in stockholders’ equity was primarily the result of other comprehensive loss of $1.4 million at December 31, 2013 compared with other comprehensive income of $2.9 million at December 31, 2012, stock repurchases of $1.6 million, and cash dividends of $566,000, partially offset by $3.2 million in net income. Other comprehensive income (loss) consisted of the decrease in net unrealized gains, net of tax, on available-for-sale securities reflecting changes in market prices for securities in our portfolio. Other comprehensive income (loss) does not include changes in the fair value of other financial instruments included on the balance sheet. Our tangible book value per share decreased to $20.96 as of December 31, 2013 from $21.69 at December 31, 2012, reflecting the other comprehensive income (loss). As our investment portfolio matures, securities are called at par, or reprice, the accumulated other comprehensive loss should be reduced.

COMPARISON OF OPERATING RESULTS FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

General

Net income for the year ended December 31, 2013 totaled $3.2 million, or $1.73 per common share, basic and diluted, compared to net income for the year ended December 31, 2012 of $3.6 million, or $1.89 per common share, basic and diluted. The decrease of $353,000 in net income reflected decreases of $192,000 in net interest income and $439,000 in non-interest income and an increase of $191,000 in non-interest expense, partially offset by decreases of $320,000 in the provision for loan losses and $149,000 in income taxes.

Interest Income

Interest income decreased to $12.1 million for the year ended December 31, 2013 from $12.8 million for the year ended December 31, 2012. The $713,000 decrease in interest income resulted from decreased income of $604,000 on loans, $175,000 on investment securities, and $10,000 on other interest-earning assets, partially offset by an increase of $76,000 on mortgage-backed securities.

Interest income on loans decreased $604,000 to $9.4 million for the year ended December 31, 2013 from $10.0 million for the year ended December 31, 2012 due to a decrease in the average yield of loans. The average yield of the loan portfolio decreased 39 basis points to 5.36% during 2013 from 5.75% during 2012. The decrease in the average yield reflected lower market rates of interest and the competitive lending environment. The average balance of loans increased $1.1 million to $174.7 million during 2013. The increase in the average balance of loans was primarily due to an increase in the average balance of agricultural real estate and commercial business loans, partially offset by decreases in the average balance of commercial real estate and home equity loans.

Interest income on investment securities decreased $175,000 to $1.8 million for the year ended December 31, 2013, reflecting a decrease of 39 basis points in the average yield of the investment securities portfolio. The average yield of investment securities decreased to 2.97% during 2013 from 3.36% during 2012. The average yield does not reflect the benefit of the higher tax-equivalent yield of our municipal bonds, which was reflected as a reduction in income tax expense. Adjusting for this benefit, the tax equivalent yield of the investment portfolio equaled 4.30% for 2013 compared to 4.77% for 2012. The decrease in interest income was partially offset by an increase of $1.8 million in the average balance of the investment securities portfolio to $60.4 million during 2013 from $58.6 million during 2012. The increase in the average balance of investment securities reflects a reallocation of assets from cash and cash equivalents in an effort to remain fully invested in higher-yielding investments.

Interest income on mortgage-backed securities increased $76,000 to $877,000 for the year ended December 31, 2013 from $801,000 for the year ended December 31, 2012, reflecting an increase of $5.6 million in the average balance of mortgage-backed securities. The average balance of these securities grew to $50.8 million during 2013 from $45.2 million during 2012. The increase in interest income was partially offset by a decrease of 4 basis points in the average yield on mortgage-backed securities to 1.73% during 2013 from 1.77% during 2012. The average yield was impacted by lower reinvestment rates, partially offset by a decrease of $84,000 in premium amortization resulting from slower prepayment speeds.

Interest income from other interest-earning assets, which consisted of interest-earning demand and time deposits and federal funds sold, decreased to $37,000 during the year ended December 31, 2013, from $47,000 for the year ended December 31, 2012. The $10,000 decrease is primarily due to a decrease of $4.9 million in the average balance of these investments. The decrease in interest income was partially offset by an increase of 11 basis points in the average yield to 0.49% during 2013 from 0.38% during 2012, reflecting the investment in higher-yielding time deposit accounts.

Interest Expense

Total interest expense decreased $522,000 to $1.8 million during the year ended December 31, 2013 from $2.3 million during the year ended December 31, 2012. The decrease in interest expense was due to a decrease of $521,000 in the cost of deposits.

Interest expense on deposits decreased $521,000 to $1.8 million during the year ended December 31, 2013 from $2.3 million during the year ended December 31, 2012. The decrease in interest expense on deposits was primarily due to a 20 basis point decrease in the average rate paid on deposits to 0.77% during 2013 from 0.97% during 2012. The decrease reflected low short-term market interest rates which continued during 2013 and the change in the composition of our deposits to a higher percentage of low-cost transaction accounts. The decrease in interest expense was also impacted by a decrease of $5.1 million in the average balance of deposits to $230.5 million during 2013 from $235.6 million during 2012. The decrease in the average balance of deposits was primarily due to a $15.5 million decrease in the average balance of time deposits, partially offset by a $10.1 million increase in the average balance of lower-cost transaction accounts.

Interest paid on borrowed funds totaled $15,000 in 2013 and 2012 due to a decrease in the average cost of borrowings, offset by an increase in the average balance of borrowings. Borrowed funds consisted of overnight repurchase agreements and overnight advances from the FHLB. The average rate paid on borrowed funds decreased to 0.14% during 2013 compared to 0.23% during 2012. The average balance of borrowed funds increased to $10.7 million during 2013 compared to $6.4 million during 2012. The increase of $4.3 million in the average balance was primarily due to the use of FHLB advances during the second half of 2013.

Net Interest Income

As a result of the changes in interest income and interest expense noted above, net interest income decreased by $192,000, or 1.8%, to $10.3 million in 2013 from $10.5 million in 2012. Our interest rate spread decreased by 8 basis points to 3.38% during 2013 from 3.46% during 2012. Our net interest margin decreased 11 basis points to 3.51% during 2013 from 3.62% during 2012. Our net interest income was affected by lower asset yields on earning assets, partially offset by our lower cost of funds.

Provision for Loan Losses

The provision for loan losses is determined by management as the amount needed to replenish the allowance for loan losses, after net charge-offs have been deducted, to a level considered adequate to absorb known and probable losses in the loan portfolio, in accordance with accounting principles generally accepted in the United States of America.

The allowance for loan losses increased $67,000, or 2.0%, during 2013 to $3.4 million as of December 31, 2013. The increase was the result of the provision for loan losses exceeding net charge-offs. We recorded a provision for loan losses of $170,000 for the year ended December 31, 2013, compared to $490,000 during 2012. The decrease in the provision reflects the lower level of nonperforming loans. Net charge-offs decreased $344,000 to $103,000 during 2013 from $447,000 during 2012. The decrease in net charge-offs was primarily due to the charge-off of $340,000 during 2012 on a loan secured by commercial real estate, of which $89,000 was recovered during 2013.

The provisions in 2013 and 2012 were 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 loan identified by management. The review also considered the local economy and the level of bankruptcies and foreclosures in our market area.

The following table sets forth the composition of our non-performing assets at December 31, 2013 and 2012, respectively.


	December 31, 2013			December 31, 2012
	(Dollars in thousands)
Non-accrual loans:
Real estate loans:
One- to four-family residential	$	1,339		$	1,203
Commercial		208			560
Agricultural		—			—
Home equity		134			277
Commercial business loans		38			52
Agricultural business loans		—			—
Consumer loans		63			122

Total non-accrual loans		1,782			2,214

Loans delinquent 90 days or greater and still accruing:
Real estate loans:
One- to four-family residential		—			—
Commercial		—			—
Agricultural		—			—
Home equity		—			—
Commercial business loans		—			—
Agricultural business loans		—			—
Consumer loans		—			—

Total loans delinquent 90 days or greater and still accruing		—			—

Total nonperforming loans		1,782			2,214

Other real estate owned and foreclosed assets:
Real estate loans:
One- to four-family residential		133			—
Commercial		149			137
Agricultural		—			—
Home equity		—			—
Commercial business loans		—			—
Agricultural business loans		—			—
Consumer loans		2			—

Total other real estate owned and foreclosed assets		284			137

Total nonperforming assets	$	2,066		$	2,351

Ratios:
Nonperforming loans to total loans		0.97	%		1.25	%
Nonperforming assets to total assets		0.65			0.73

Management monitors all past due loans and nonperforming assets. Such loans are placed under close supervision with consideration given to the need for additions to the allowance for loan losses and (if appropriate) partial or full charge-off. At December 31, 2013, we had no loans 90 days or more delinquent which were still accruing interest. Nonperforming assets decreased by $285,000 to $2.1 million at December 31, 2013 as compared to $2.4 million at December 31, 2012. The decrease in the level of nonperforming assets reflects a decrease of $432,000 in nonperforming loans, partially offset by an increase of $147,000 in foreclosed assets. The decrease in nonperforming loans primarily reflected decreases in commercial real estate and home equity loans. The $352,000 decrease in non-accrual commercial real estate loans is primarily due to $307,000 in payoffs.

The allowance for loan losses as a percentage of nonperforming loans increased to 191.14% at December 31, 2013, as compared to 150.85% at December 31, 2012. This increase was due to both an increase in the allowance for loan losses and a decrease in nonperforming loans during 2013. The decision to increase the allowance for loan losses reflects the growth of the loan portfolio and the changes in the composition of our loan portfolio to reflect a higher percentage of commercial real estate loans. We have an experienced chief lending officer and collections and loan review departments which monitor the loan portfolio and seek to prevent any deterioration of asset quality.

The following table shows the principal amount of special mention and classified loans at December 31, 2013 and December 31, 2012.

	December 31, 2013		December 31, 2012
	(In thousands)
Special Mention loans	$	1,057	$	1,847
Substandard loans		6,132		5,945
Total Special Mention and Substandard loans	$	7,189	$	7,792

The total amount of classified and special mention loans decreased $603,000, or 7.7%, to $7.2 million at December 31, 2013 from $7.8 million at December 31, 2012. The decrease in classified and special mention loans during 2013 was due to a decrease of $790,000 in special mention loans, partially offset by an increase of $187,000 in substandard loans. The decrease in special mention loans reflects $327,000 in loans that were upgraded to a pass rating, $140,000 in loans that were downgraded to a substandard rating, and $301,000 in principal reductions on the special mention loans during 2013. The increase in substandard loans was primarily related to $1.2 million in additional loans classified as substandard and $140,000 in loans downgraded from special mention, partially offset by $786,000 in principal reductions on these loans, $226,000 in write-offs, and $107,000 in loans upgraded to a pass rating during 2013.

Non-interest Income

Non-interest income decreased $439,000, or 9.0%, to $4.4 million for the year ended December 31, 2013, compared to $4.9 million for the year ended December 31, 2012. The decrease in non-interest income resulted primarily from decreases of $340,000 in net income from mortgage banking operations and $261,000 in gains on the sale of available-for-sale securities, partially offset by an increase of $84,000 in commission income. The decrease in mortgage banking income was due to a lower volume of loan sales, as we sold $24.4 million of loans in the secondary market during 2013, compared to $52.7 million during 2012. The decrease in loan sales reflects the increase in mortgage rates and resultant decrease in refinancing activity. The decrease in gains on the sale of securities reflected changing market conditions and a lower volume of securities sold totaling $29.2 million during 2013 compared to $40.7 million during 2012. The sales during 2013 were made in order to realize gains on the securities while restructuring a portion of the portfolio to reduce our interest rate risk, improve the quality, and reduce our concentration to individual municipal issuers. The increase in commission income reflected the improved market conditions during 2013.

Non-interest Expense

Total non-interest expense increased $191,000, or 1.9%, to $10.2 million for the year ended December 31, 2013, compared to the year ended December 31, 2012. The increase in non-interest expense was primarily due to an increase of $90,000 in data processing and telecommunications expense and one-time charges totaling $75,000 related to the sale of our former main office building and the closure of one of our limited-service branch facilities. The disposition of these buildings should benefit future occupancy expense. The increase in data processing expense reflects non-recurring consulting expenses related to software upgrades and training.

Income Taxes

The provision for income taxes decreased $149,000 to $1.2 million during 2013 compared to 2012. The decrease in the income tax provision reflected a decrease in taxable income. Our effective tax rate was 27.0% for 2013 and 27.3% for 2012, reflecting the impact of tax-exempt income.

Average Balances and Yields

The following table sets forth, for the years indicated, information regarding average balances of assets and liabilities as well as the total dollar amounts of interest income from average interest-earning assets and interest expense on average interest-bearing liabilities, resultant yields, interest rate spread, net interest margin, and ratio of average interest-earning assets to average interest-bearing liabilities.


	For the Years Ended December 31,
	2013							2012
	Average Outstanding Balance		Interest		Yield/ Rate			Average Outstanding Balance		Interest		Yield/ Rate
	(Dollars in thousands)
Interest-earning assets:
Loans (1)	$	174,685	$	9,371		5.36	%	$	173,600	$	9,975		5.75	%
Investment securities (2)		60,389		1,793		2.97			58,554		1,968		3.36
Mortgage-backed securities		50,762		877		1.73			45,173		801		1.77
Cash and cash equivalents		7,499		37		0.49			12,390		47		0.38
Total interest-earning assets		293,335		12,078		4.12	%		289,717		12,791		4.42	%
Non-interest-earning assets		21,649							22,271
Total assets	$	314,984						$	311,988
Interest-bearing liabilities:
Interest bearing checking	$	37,595	$	53		0.14	%	$	34,810	$	68		0.19	%
Savings accounts		34,860		76		0.22			31,791		119		0.38
Certificates of deposit		116,036		1,512		1.30			131,527		1,950		1.48
Money market savings		33,554		112		0.34			29,848		129		0.43
Money market deposits		8,441		14		0.16			7,582		22		0.29
Total interest-bearing deposits		230,486		1,767		0.77			235,558		2,288		0.97
Federal Home Loan Bank advances		4,481		7		0.14			2		—		1.00
Short-term borrowings		6,196		8		0.13			6,359		15		0.23
Total borrowings		10,677		15		0.14			6,361		15		0.23
Total interest-bearing liabilities		241,163		1,782		0.74	%		241,919		2,303		0.95	%
Non-interest-bearing liabilities		31,043							26,822
Total liabilities		272,206							268,741
Stockholders’ equity		42,778							43,247
Total liabilities and stockholders’ equity	$	314,984						$	311,988

Net interest income			$	10,296						$	10,488
Net interest rate spread (3)						3.38	%						3.46	%
Net interest-earning assets (4)			$	52,172						$	47,798
Net interest margin (5)						3.51	%						3.62	%
Average interest-earning assets to average interest-bearing liabilities						121.63	%						119.76	%

(1)	Includes non-accrual loans and loans held for sale and fees of $97,000 for 2013 and $103,000 for 2012.

(2)	Includes Federal Home Loan Bank stock and U.S. Agency securities.

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

(4)	Net interest-earning assets represents total interest-earning assets less total interest-bearing liabilities.

(5)	Net interest margin represents net interest income divided by average total interest-earning assets.

Rate/Volume Analysis

The following table presents the effects of changing rates and volumes on our net interest income for the fiscal years indicated. The rate column shows the effects attributable to changes in rate (changes in rate multiplied by prior volume). The volume column shows the effects attributable to changes in volume (changes in volume multiplied by prior rate). The net column represents the sum of the prior columns. For purposes of this table, changes attributable to both rate and volume, which cannot be segregated, have been allocated proportionately, based on the changes due to rate and the changes due to volume.

	Years Ended December 31, 2013 vs. 2012
	Increase (Decrease) Due to						Total Increase (Decrease)
	Rate			Volume			Total Increase (Decrease)
	(In thousands)
Interest-earning assets:
Loans	$	(666	)	$	62		$	(604	)
Investment securities		(235	)		60			(175	)
Mortgage-backed securities		(21	)		97			76
Cash and cash equivalents		11			(21	)		(10	)

Total interest-earning assets	$	(911	)	$	198		$	(713	)

Interest-bearing liabilities:
Interest bearing checking	$	(20	)	$	5		$	(15	)
Savings accounts		(54	)		11			(43	)
Certificates of deposit		(223	)		(216	)		(439	)
Money market savings		(31	)		15			(16	)
Money market deposits		(10	)		2			(8	)
Total interest-bearing deposits		(338	)		(183	)		(521	)
Federal Home Loan Bank advances		—			6			6
Short-term borrowings		(6	)		—			(6	)

Total interest-bearing liabilities		(344	)		(177	)		(521	)

Change in net interest income	$	(567	)	$	375		$	(192	)

Asset and Liability Management

As a financial institution, we face risk from interest rate volatility. Fluctuations in interest rates affect both our level of income and expense on a large portion of our assets and liabilities. Fluctuations in interest rates also affect the market value of all interest-earning assets.

The primary goal of our interest rate risk management strategy is to maximize net interest income while maintaining an acceptable interest rate risk profile. We seek to coordinate asset and liability decisions so that, under changing interest rate scenarios, portfolio equity and net interest income remain within an acceptable range.

Our policy in recent years has been to reduce our interest rate risk by better matching the maturities of our interest rate sensitive assets and liabilities, selling our long-term fixed-rate residential mortgage loans with terms of 15 years or more to the secondary market, originating adjustable rate loans, 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 residential mortgage 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 our interest-bearing liabilities. With respect to liabilities, we have attempted to increase our 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 our asset and liability management policies. The ALCO meets quarterly to review interest rate risk and trends, as well as liquidity and capital requirements.

We use comprehensive asset/liability software provided by a third-party vendor to perform interest rate sensitivity analysis for all product categories. The primary focus of our analysis is 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 our 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 of plus or minus 300 basis points in 100 basis point increments. As a result of the historically low interest rate environment, the table below only shows the change in our assets and liabilities based upon a 100 basis point decrease in interest rates.

The following table shows projected results at December 31, 2013 and 2012, 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
	December 31, 2013						December 31, 2012						ALCO Benchmark
Rate Shock	$ Change			% Change			$ Change			% Change			ALCO Benchmark
	(Dollars in thousands)

+300 basis points		(148	)		(1.27	)%		(193	)		(1.64	)%		>(20.00	)%
+200 basis points		(95	)		(0.82	)		(95	)		(0.81	)		>(20.00	)%
+100 basis points		(32	)		(0.28	)		(34	)		(0.29	)		>(12.50	)%
(100) basis points		(207	)		(1.78	)		(503	)		(4.26	)		>(12.50	)%

The table above indicates that at December 31, 2013, in the event of a 200 basis point increase in interest rates, we would experience a 0.82% decrease in net interest income. In the event of a 100 basis point decrease in interest rates, we would experience a 1.78% decrease in net interest income.

The effects of interest rates on net interest income are not predictable. Computations of prospective effects of hypothetical interest rate changes are based on numerous assumptions, including relative levels of market interest rates, prepayments, and deposit run-offs, and should not be relied upon as indicative of actual results. Certain shortcomings are inherent in these computations. Although some assets and liabilities may have similar maturity or periods of repricing, they may react at different times and in different degrees to changes in market interest rates. Rates on other types of assets and liabilities may lag behind changes in market interest rates. Assets, such as adjustable rate mortgage loans, generally have features that restrict changes in interest rates on a short-term basis and over the life of the asset. After a change in interest rates, prepayments and early withdrawal levels could deviate significantly from those assumed in making the calculations set forth above. Additionally, increased credit risk may result if our borrowers are unable to meet their repayment obligations as interest rates increase.

Liquidity and Capital Resources

Liquidity is the ability to meet current and future short-term financial obligations. Our ALCO Committee is responsible for establishing and monitoring our liquidity targets and strategies in order to ensure that sufficient liquidity exists for meeting the borrowing needs of our customers as well as unanticipated contingencies. At December 31, 2013, we had access to immediately available funds of an additional $13.9 million from the Federal Home Loan Bank of Chicago and approximately $61.2 million in overnight federal funds purchased.

We regularly adjust our investments in liquid assets based upon our assessment of expected loan demand, expected deposit flows, yields available on interest-earning deposits and securities, and the objectives of our asset/liability management program. Excess liquid assets are invested generally in interest-earning deposits and short- and intermediate-term securities.

Our most liquid assets are cash and cash equivalents. The levels of these assets are dependent on our operating, financing, and investing activities. At December 31, 2013 and 2012, cash and cash equivalents totaled $6.1 million and $7.3 million, respectively. Our primary sources of funds include customer deposits, proceeds from sales of loans, maturities and sales of investments, and principal repayments from loans and mortgage-backed securities (both scheduled and prepayments). During the years ended December 31, 2013 and 2012, the most significant sources of funds have been loan repayments, investment calls, sales, and principal payments, and short-term borrowings.

Our cash and cash equivalents decreased $1.2 million during the year ended December 31, 2013, compared to a decrease of $4.1 million during the year ended December 31, 2012. Net cash provided by operating activities increased to $5.1 million during 2013 from $4.3 million during 2012. Net cash used in investing activities decreased to $4.3 million during 2013 from the $18.1 million in cash used during 2012. Cash used in purchases of investment and mortgage-backed securities, net of sales and maturities, decreased to $124,000 during 2013 from the $12.1 million net cash used during 2012. Cash used in net loan originations and payments increased to $7.2 million during 2013 from $3.4 million during 2012. Cash used in financing activities increased to $2.0 million during 2013 from the $9.6 million in cash provided during 2012. The increase was primarily due to a decrease in deposits during 2013.

While loan sales and principal repayments on mortgage-backed securities are relatively predictable, deposit flows and early prepayments are more influenced by interest rates, general economic conditions, and competition. We attempt to price our deposits to meet asset/liability objectives and stay competitive with local market conditions.

Liquidity management is both a short- and long-term responsibility of management. We adjust our investments in liquid assets based upon management’s assessment of expected loan demand, projected purchases of investment and mortgage-backed securities, expected deposit flows, yields available on interest-bearing deposits, and liquidity of its asset/liability management program. Excess liquidity is generally invested in interest-earning overnight deposits, federal funds sold, and other short-term U.S. agency obligations. We use securities sold under agreements to repurchase as an additional funding source. The agreements represent our obligations to third parties and are secured by investments which we pledge as collateral. At December 31, 2013, we had $8.8 million in outstanding repurchase agreements, which were utilized for overnight funding.

If we require funds beyond our ability to generate them internally, we have the ability to borrow funds from the Federal Home Loan Bank. We may borrow from the Federal Home Loan Bank under a blanket agreement which assigns all investments in Federal Home Loan Bank 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 the lesser of 30% of our total assets, 75% of the balance of qualifying one- to four-family residential loans, or twenty times the balance of Federal Home Loan Bank stock held by us. At December 31, 2013, we had $10.8 million in outstanding advances and a remaining borrowing capacity of approximately $13.9 million.

We maintain levels of liquid assets as established by the board of directors. Our liquidity ratio, adjusted for pledged assets, at December 31, 2013 and 2012 was 39.0% and 43.5%, respectively. This ratio represents the volume of short-term liquid assets as a percentage of net deposits and borrowings due within one year.

We must also maintain adequate levels of liquidity to ensure the availability of funds to satisfy loan commitments. We anticipate that we will have sufficient funds available to meet our current commitments principally through the use of current liquid assets and through our borrowing capacity discussed above. The following table summarizes our outstanding loan commitments at December 31, 2013 and 2012.

	December 31, 2013		December 31, 2012
	(In thousands)
Commitments to fund loans	$	41,694	$	34,758
Standby letters of credit		360		368

Quantitative measures established by regulation to ensure capital adequacy require Jacksonville Savings Bank to maintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital to risk-weighted assets and Tier I capital to average assets. At December 31, 2013, Jacksonville Savings Bank met all capital adequacy requirements to which it is subject.

The Director of the Illinois Department of Financial and Professional Regulation is authorized to require a savings bank to maintain a minimum capital level based upon the savings bank’s financial condition or history, management or earnings. If a savings bank’s core capital ratio falls below the required level, the Director may direct the savings bank to adhere to a specific written plan established by the Director 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 December 31, 2013, Jacksonville Savings Bank’s core capital ratio was 11.51% of total adjusted average assets, which exceeded the required ratio of 4.00%.

As of December 31, 2013, the Federal Deposit Insurance Corporation categorized Jacksonville Savings Bank as well capitalized under the regulatory framework for prompt corrective action. To be categorized as adequately capitalized, Jacksonville Savings Bank must maintain minimum total risk-based, Tier 1 risk-based, and Tier 1 leverage ratios as set forth in the table below. There are no conditions or events since that notification that management believes have changed Jacksonville Savings Bank’s category. Jacksonville Savings Bank’s actual capital ratios at December 31, 2013 and 2012 are presented in the table below.

	Minimum Required			December 31, 2013 Actual			December 31, 2012 Actual

Tier 1 Capital to Average Assets		4.00	%		11.51	%		10.89	%
Tier 1 Capital to Risk-Weighted Assets		4.00	%		16.89	%		16.46	%
Total Capital to Risk-Weighted Assets		8.00	%		18.15	%		17.72	%

Effect of Inflation and Changing Prices

The consolidated financial statements and related notes of Jacksonville Bancorp, Inc. have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). GAAP generally requires the measurement of financial position and operating results in terms of historical dollars without consideration of changes in the relative purchasing power of money over time due to inflation. The impact of inflation is reflected in the increased cost of our operations. Unlike industrial companies, our assets and liabilities are primarily monetary in nature. As a result, changes in market interest rates have a greater impact on performance than the effects of inflation.

* * * * * *

Report of Independent Registered Public Accounting Firm

Audit Committee, Board of Directors, and Stockholders

Jacksonville Bancorp, Inc.

Jacksonville, Illinois

We have audited the accompanying consolidated balance sheets of Jacksonville Bancorp, Inc. (Company) as of December 31, 2013 and 2012, and the related consolidated statements of income, comprehensive income (loss), stockholders’ equity and cash flows for the years then ended. The Company’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing auditing procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits also include examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Jacksonville Bancorp, Inc. as of December 31, 2013 and 2012, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

/sig/ BKD, LLP

Decatur, Illinois

March 14, 2014

Jacksonville Bancorp, Inc.

Consolidated Balance Sheets

December 31, 2013 and 2012

Assets

	2013		2012

Cash and due from banks	$	2,796,331	$	2,696,107
Interest-earning demand deposits in banks		3,302,539		4,597,604

Cash and cash equivalents		6,098,870		7,293,711

Interest-earning time deposits in banks		—		2,972,000
Available-for-sale securities:
Investment securities		60,638,942		63,431,342
Mortgage-backed securities		48,345,655		51,956,481
Other investments		81,918		96,041
Loans held for sale		262,461		711,986
Loans, net of allowance for loan losses of $3,406,434 and $3,339,464 at December 31, 2013 and 2012		180,639,502		173,753,059
Premises and equipment, net of accumulated depreciation of $7,096,401 and $8,179,076 at December 31, 2013 and 2012		5,178,978		5,654,776
Federal Home Loan Bank stock		1,113,800		1,113,800
Foreclosed assets held for sale, net		281,918		137,193
Cash surrender value of life insurance		6,815,059		6,612,642
Interest receivable		1,817,415		2,053,472
Deferred income taxes		2,703,110		464,548
Mortgage servicing rights, net of valuation allowance of $73,392 and $129,279 as of December 31, 2013 and 2012		673,576		664,436
Goodwill		2,726,567		2,726,567
Other assets		1,041,005		1,804,184

Total assets	$	318,418,776	$	321,446,238

See Notes to Consolidated Financial Statements

Jacksonville Bancorp, Inc.

Consolidated Balance Sheets

December 31, 2013 and 2012

Liabilities and Stockholders’ Equity

	2013			2012
Liabilities
Deposits
Demand	$	29,976,167		$	25,220,684
Savings, NOW and money market		113,610,655			110,435,383
Time		108,151,569			122,864,662

Total deposits		251,738,391			258,520,729

Short-term borrowings		19,610,297			12,740,610
Deferred compensation		3,999,371			3,707,402
Advances from borrowers for taxes and insurance		857,814			832,345
Interest payable		210,226			276,757
Income taxes payable		34,621			214,115
Other liabilities		829,260			1,033,951

Total liabilities		277,279,980			277,325,909

Stockholders’ Equity
Preferred stock, $.01 par value, authorized 10,000,000 shares; none issued and outstanding		—			—
Common stock, $.01 par value; authorized 25,000,000 shares; issued 1,832,860 – December 31, 2013 and 1,908,556 – December 31, 2012		18,329			19,086
Additional paid-in capital		14,561,085			15,943,273
Retained earnings		28,233,876			25,585,757
Accumulated other comprehensive income (loss)		(1,386,964	)		2,896,593
Unallocated ESOP shares		(287,530	)		(324,380	)

Total stockholders’ equity		41,138,796			44,120,329

Total liabilities and stockholders’ equity	$	318,418,776		$	321,446,238

See Notes to Consolidated Financial Statements

Jacksonville Bancorp, Inc.

Consolidated Statements of Income

Years Ended December 31, 2013 and 2012

	2013		2012
Interest and Fee Income
Loans, including fees	$	9,370,899	$	9,975,109
Debt securities
Taxable		238,419		361,183
Tax-exempt		1,554,595		1,606,535
Mortgage-backed securities		877,300		801,400
Other		36,552		47,006

Total interest income		12,077,765		12,791,233

Interest Expense
Deposits		1,766,740		2,288,065
Short-term borrowings		8,175		14,916
Federal Home Loan Bank advances		6,356		19

Total interest expense		1,781,271		2,303,000

Net Interest Income		10,296,494		10,488,233

Provision for Loan Losses		170,000		490,000

Net Interest Income After Provision for Loan Losses		10,126,494		9,998,233

Noninterest Income
Fiduciary activities		252,831		289,947
Commission income		1,056,380		972,082
Service charges on deposit accounts		826,082		863,465
Mortgage banking operations, net		238,974		578,735
Net realized gains on sales of available-for-sale securities		897,901		1,158,535
Loan servicing fees		372,219		360,756
Increase in cash surrender value of life insurance		194,841		202,465
ATM and bank card interchange income		430,639		349,693
Other		173,003		106,550

Total noninterest income		4,442,870		4,882,228

See Notes to Consolidated Financial Statements

Jacksonville Bancorp, Inc.

Consolidated Statements of Income

Years Ended December 31, 2013 and 2012

	2013			2012
Noninterest Expense
Salaries and employee benefits	$	6,501,277		$	6,452,122
Occupancy and equipment		1,021,638			979,690
Data processing and telecommunications		624,134			534,549
Professional		283,447			259,382
Marketing		133,421			128,550
Postage and office supplies		266,128			265,773
Deposit insurance premium		156,125			157,491
Impairment (recovery) on mortgage servicing rights asset		(33,649	)		—
Other		1,214,899			1,198,393

Total noninterest expense		10,167,420			9,975,950

Income Before Income Taxes		4,401,944			4,904,511

Provision for Income Taxes		1,188,299			1,337,487

Net Income	$	3,213,645		$	3,567,024

Basic Earnings Per Share	$	1.73		$	1.89

Diluted Earnings Per Share	$	1.73		$	1.89

Cash Dividends Per Share	$	0.31		$	0.40

Consolidated Statements of Comprehensive Income (Loss)

Years Ended December 31, 2013 and 2012

	2013			2012

Net Income	$	3,213,645		$	3,567,024

Other Comprehensive Income (Loss)
Unrealized appreciation (depreciation) on available-for-sale securities, net of taxes of $(1,901,395) and $509,349 for 2013 and 2012, respectively		(3,690,942	)		988,737
Less: reclassification adjustment for realized gains included in net income, net of taxes of $305,286 and $393,901 for 2013 and 2012, respectively		592,615			764,634

		(4,283,557	)		224,103

Comprehensive Income (Loss)	$	(1,069,912	)	$	3,791,127

See Notes to Consolidated Financial Statements

Jacksonville Bancorp, Inc.

Consolidated Statements of Stockholders’ Equity

Years Ended December 31, 2013 and 2012

							Additional
	Issued Common Stock						Paid-in			Retained
	Shares			Amount			Capital			Earnings

Balance, January 1, 2012		1,920,955		$	19,210		$	16,066,624		$	22,767,719

Net income		—			—			—			3,567,024

Other comprehensive income		—			—			—			—

Stock repurchases		(13,600	)		(136	)		(230,384	)		—
Exercise of stock options		1,201			12			15,487			—
Tax benefit of nonqualified options		—			—			1,291			—
Stock-based compensation expense		—			—			67,931			—
Common shares held by ESOP, committed to be released		—			—			22,324			—
Dividends on common stock, $.40 per share		—			—			—			(748,986	)

Balance, December 31, 2012		1,908,556			19,086			15,943,273			25,585,757

Net income		—			—			—			3,213,645

Other comprehensive income (loss)		—			—			—			—

Stock repurchases		(81,698	)		(817	)		(1,596,142	)		—
Exercise of stock options		6,002			60			88,398			—
Tax benefit of nonqualified options		—			—			1,796			—
Stock-based compensation expense		—			—			90,162			—
Common shares held by ESOP, committed to be released		—			—			33,598			—
Dividends on common stock, $.31 per share		—			—			—			(565,526	)

Balance, December 31, 2013		1,832,860		$	18,329		$	14,561,085		$	28,233,876

See Notes to Consolidated Financial Statements

Jacksonville Bancorp, Inc.

Consolidated Statements of Stockholders’ Equity

Years Ended December 31, 2013 and 2012

	Accumulated
	Other
	Comprehensive			Unallocated
	Income (Loss)			ESOP			Total

Balance, January 1, 2012	$	2,672,490		$	(360,620	)	$	41,165,423

Net income		—			—			3,567,024

Other comprehensive income		224,103			—			224,103

Stock repurchases		—			—			(230,520	)
Exercise of stock options		—			—			15,499
Tax benefit of nonqualified options		—			—			1,291
Stock-based compensation expense		—			—			67,931
Common shares held by ESOP, committed to be released		—			36,240			58,564
Dividends on common stock, $.40 per share		—			—			(748,986	)

Balance, December 31, 2012		2,896,593			(324,380	)		44,120,329

Net income		—			—			3,213,645

Other comprehensive income (loss)		(4,283,557	)		—			(4,283,557	)

Stock repurchases		—			—			(1,596,959	)
Exercise of stock options		—			—			88,458
Tax benefit of nonqualified options		—			—			1,796
Stock-based compensation expense		—			—			90,162
Common shares held by ESOP, committed to be released		—			36,850			70,448
Dividends on common stock, $.31 per share		—			—			(565,526	)

Balance, December 31, 2013	$	(1,386,964	)	$	(287,530	)	$	41,138,796

See Notes to Consolidated Financial Statements

Jacksonville Bancorp, Inc.

Consolidated Statements of Cash Flows

Years Ended December 31, 2013 and 2012

	2013			2012
Operating Activities
Net income	$	3,213,645		$	3,567,024
Items not requiring (providing) cash
Depreciation and amortization		382,299			337,710
Provision for loan losses		170,000			490,000
Amortization of premiums and discounts on securities and loans		948,972			774,638
Deferred income taxes		(31,880	)		(166,886	)
Net realized gains on available-for-sale securities		(897,901	)		(1,158,535	)
Loss from sale/disposal of premises and equipment		75,360			—
Amortization of mortgage servicing rights		170,523			342,296
Recovery of mortgage servicing rights asset		(33,649	)		—
Increase in cash surrender value of life insurance		(202,417	)		(210,040	)
Gains on sales of foreclosed assets		—			(45,046	)
Shares held by ESOP committed to be released		70,448			58,564
Stock-based compensation expense		90,162			67,931
Changes in
Interest receivable		236,057			18,062
Other assets		339,036			(478,201	)
Interest payable		(66,531	)		(72,364	)
Other liabilities		(92,216	)		464,433
Origination of loans held for sale		(23,747,987	)		(52,330,075	)
Proceeds from sales of loans held for sale		24,459,995			52,676,939

Net cash provided by operating activities		5,083,916			4,336,450

Investing Activities
Net change in interest-earning time deposits		2,972,000			(496,000	)
Purchases of available-for-sale securities		(43,336,382	)		(73,126,783	)
Proceeds from maturities and payments of available-for-sale securities		13,997,055			20,365,257
Proceeds from the sales of available-for-sale investments and other investments		29,214,848			40,704,778
Purchase of bank owned life insurance		—			(2,000,000	)
Net change in loans		(7,185,004	)		(3,375,471	)
Purchase of premises and equipment		(268,232	)		(459,766	)
Proceeds from sale of premises and equipment		286,371			—
Proceeds from the sale of foreclosed assets		—			324,224

Net cash used in investing activities		(4,319,344	)		(18,063,761	)

See Notes to Consolidated Financial Statements

Jacksonville Bancorp, Inc.

Consolidated Statements of Cash Flows

Years Ended December 31, 2013 and 2012


	2013			2012

Financing Activities
Net increase in demand deposits, money market, NOW and savings accounts	$	7,930,755		$	12,732,777
Net decrease in certificates of deposit		(14,713,093	)		(8,452,108	)
Net increase in short-term borrowings		6,869,687			6,222,860
Net increase in advances from borrowers for taxes and insurance		25,469			92,262
Stock repurchase		(1,596,959	)		(230,520	)
Proceeds from stock options exercised		90,254			16,790
Dividends paid		(565,526	)		(748,986	)

Net cash provided by (used in) financing activities		(1,959,413	)		9,633,075

Decrease in Cash and Cash Equivalents		(1,194,841	)		(4,094,236	)

Cash and Cash Equivalents, Beginning of Year		7,293,711			11,387,947

Cash and Cash Equivalents, End of Year	$	6,098,870		$	7,293,711

Supplemental Cash Flows Information

Interest paid	$	1,847,802		$	2,375,364

Income taxes paid	$	1,399,673		$	1,243,000

Sale and financing of foreclosed assets	$	—		$	229,550

Real estate acquired in settlement of loans	$	129,078		$	261,532

Dividends declared not paid	$	147,229		$	—

Exercise and retirement of shares in stock option plan	$	63,445		$	15,499

See Notes to Consolidated Financial Statements

Jacksonville Bancorp, Inc.

Notes to Consolidated Financial Statements

December 31, 2013 and 2012

Note 1: Nature of Operations and Summary of Significant Accounting Policies

Nature of Operations

Jacksonville Bancorp, Inc. (the “Company”) is a Maryland corporation. The Company owns 100% of Jacksonville Savings Bank (the “Bank”). The Bank was founded in 1916 as an Illinois-chartered savings and loan association and converted to an Illinois-chartered savings bank in 1992. The Bank is headquartered in Jacksonville, Illinois and operates five branches in addition to its main office. The Bank’s deposits have been federally insured since 1945 by the Federal Deposit Insurance Corporation (“FDIC”). The Bank has been a member of the Federal Home Loan Bank (“FHLB”) System since 1932.

The Bank is a community-oriented savings bank engaged primarily in the business of attracting retail deposits from the general public in the Bank’s market area and using such funds together with borrowings and funds from other sources to originate consumer loans and mortgage loans secured by one-to-four family residential real estate. The Bank also originates commercial real estate loans, multi-family real estate loans, commercial business loans, and agricultural loans. When possible, the Bank emphasizes the origination of mortgage loans with adjustable interest rates (“ARM”), as well as fixed-rate balloon loans with terms ranging from three to five years, consumer loans, which are primarily home equity loans secured by second mortgages, commercial business loans, and agricultural loans. The Bank also offers trust and investment services. The investment center, Berthel Fisher and Company Financial Services, Inc., is operated through the Bank’s wholly-owned subsidiary, Financial Resources Group, Inc.

The Company is subject to competition from other financial institutions and nonfinancial institutions providing financial products. Additionally, the Company is subject to the regulations of certain regulatory agencies and undergoes periodic examinations by those regulatory agencies.

The significant accounting and reporting policies of the Company and its subsidiary follow:

Principles of Consolidation and Financial Statement Presentation

The consolidated financial statements include the accounts of the Company, the Bank and the Bank’s wholly owned subsidiary, Financial Resources Group, Inc. Significant intercompany accounts and transactions have been eliminated in consolidation. Based on the Company’s approach to decision making, it has decided that its business is comprised of a single segment.

The consolidated financial statements of the Company have been prepared in conformity with accounting principles generally accepted in the United States of America and conform to predominate practice within the banking industry.

Jacksonville Bancorp, Inc.

Notes to Consolidated Financial Statements
December 31, 2013 and 2012

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Material estimates that are particularly susceptible to significant change relate to the determination of the allowance for loan losses, fair value of securities, valuation of real estate acquired in connection with foreclosures or in satisfaction of loans, valuation of loan servicing rights, valuation of deferred tax assets and goodwill impairment.

Cash Equivalents

The Company considers all liquid investments with original maturities of three months or less to be cash equivalents. At December 31, 2013 and 2012, cash equivalents consisted primarily of interest-earning demand deposits in banks.

At December 31, 2013, the Company’s cash accounts did not exceed federally insured limits.

Interest-earning Time Deposits in Banks

Interest-earning time deposits in banks are generally short-term and are carried at cost.

Securities

Available-for-sale securities, which include any security for which the Company has no immediate plan to sell but which may be sold in the future, are carried at fair value, with unrealized gains and losses excluded from earnings and reported in other comprehensive income. Purchase premiums and discounts are recognized in interest income using the interest method over the terms of the securities. Gains and losses on the sale of securities are recorded on the trade date and are determined using the specific identification method.

For debt securities with fair value below amortized cost when the Company does not intend to sell a debt security, and it is more likely than not the Company will not have to sell the security before recovery of its cost basis, it recognizes the credit component of an other-than-temporary impairment of a debt security in earnings and the remaining portion in other comprehensive income.

Jacksonville Bancorp, Inc.

Notes to Consolidated Financial Statements

December 31, 2013 and 2012

Other Investments

Other investments at December 31, 2013 and 2012 include local municipal bonds and equity investments in local community development organizations. The municipal bonds mature ratably through the year 2031. These securities have no readily ascertainable market value and are carried at cost.

Loans Held for Sale

Mortgage loans originated and intended for sale in the secondary market are carried at the lower of cost or fair value in the aggregate. Net unrealized losses, if any, are recognized through a valuation allowance by charges to noninterest income. Gains and losses on loan sales are recorded in noninterest income, and direct loan origination costs and fees are deferred at origination of the loan and are recognized in noninterest income upon sale of the loan.

Loans

Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoffs are reported at their outstanding principal balances adjusted for unearned income, charge-offs, the allowance for loan losses, any unamortized deferred fees or costs on originated loans.

For loans amortized at cost, interest income is accrued based on the unpaid principal balance. Loan origination fees, net of certain direct origination costs, as well as premiums and discounts, are deferred and amortized as a level yield adjustment over the respective term of the loan.

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 nonaccrual or charged off at an earlier date if collection of principal or interest is considered doubtful.

All interest accrued but not collected for loans that are placed on nonaccrual 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 the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

Allowance for Loan Losses

The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to income. Loan losses are charged against the allowance when management believes collectibility of the principal is unlikely. Subsequent recoveries, if any, are credited to the allowance.

Jacksonville Bancorp, Inc.

Notes to Consolidated Financial Statements

December 31, 2013 and 2012

The allowance for loan losses is evaluated on a regular basis by management and is based upon management’s periodic review of the collectibility 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. The general component covers nonclassified loans and is based on historical charge-off experience and expected loss given default derived from the Company’s internal risk rating process. Other adjustments may be made to the allowance for pools of loans after an assessment of internal or external influences on credit quality that are not fully reflected in the historical loss or risk rating data.

A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest 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 construction 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, the Company does not separately identify individual consumer and residential loans for impairment measurements, unless such loans are the subject of a restructuring agreement due to financial difficulties of the borrower.

Premises and Equipment

Depreciable assets are stated at cost less accumulated depreciation. Depreciation is charged to expense using the straight-line method over the estimated useful lives of the assets.

The estimated useful lives for each major depreciable classification of premises and equipment are as follows:

Buildings and improvements	35-40 years
Equipment	3-5 years

Jacksonville Bancorp, Inc.

Notes to Consolidated Financial Statements

December 31, 2013 and 2012

Federal Home Loan Bank Stock

Federal Home Loan Bank stock is a required investment for institutions that are members of the Federal Home Loan Bank system. The required investment in the common stock is based on a predetermined formula, carried at cost and evaluated for impairment.

Foreclosed Assets Held for Sale

Assets acquired through, or in lieu of, loan foreclosure are held for sale and are initially recorded at fair value at the date of foreclosure, establishing a new cost basis. Subsequent to foreclosure, valuations are periodically performed by management and the assets are carried at the lower of carrying amount or fair value less cost to sell. Revenue and expenses from operations and changes in the valuation allowance are included in income or expense from foreclosed assets.

Bank-owned Life Insurance

Bank-owned life insurance policies are reflected on the consolidated balance sheets at the estimated cash surrender value. Changes in the cash surrender value are reflected in noninterest income in the consolidated statements of income.

Goodwill

Goodwill is evaluated annually for impairment or more frequently if impairment indicators are present. A qualitative assessment is performed to determine whether the existence of events or circumstances leads to a determination that it is more likely than not the fair value is less than the carrying amount, including goodwill. If, based on the evaluation, it is determined to be more likely than not that the fair value is less than the carrying value, then goodwill is tested further for impairment. If the implied fair value of goodwill is lower than its carrying amount, a goodwill impairment is indicated and goodwill is written down to its implied fair value. Subsequent increases in goodwill value are not recognized in the financial statements. The goodwill was not deemed impaired as of December 31, 2013 or 2012.

Mortgage Servicing Rights

Mortgage servicing assets are recognized separately when rights are acquired through purchase or through sale of financial assets. Under the servicing assets and liabilities accounting guidance (ASC 860-50), servicing rights resulting from the sale or securitization of loans originated by the Company are initially measured at fair value at the date of transfer. Fair value is based on market prices for comparable mortgage servicing contracts, when available, or alternatively, is based on a valuation model that calculates the present value of estimated future net servicing income. The valuation model incorporates assumptions that market participants would use in estimating future net servicing income, such as the cost to service, the discount rate, the custodial earnings rate, an inflation rate, ancillary income, prepayment speeds and default rates and losses. These variables change from quarter to quarter as market conditions and projected interest rates change.

Jacksonville Bancorp, Inc.

Notes to Consolidated Financial Statements

December 31, 2013 and 2012

The Company subsequently measures each class of servicing asset using either the fair value or the amortization method. The Company has elected to subsequently measure the mortgage servicing rights under the amortization method. Under the amortization method, servicing rights are amortized in proportion to and over the period of estimated net servicing income. The amortized assets are assessed for impairment or increased obligation based on fair value at each reporting date. Each class of separately recognized servicing assets subsequently measured using the amortization method are evaluated and measured for impairment. Impairment is determined by stratifying rights into tranches based on predominant characteristics, such as interest rate, loan type and investor type. Impairment is recognized through a valuation allowance for an individual tranche, to the extent that fair value is less than the carrying amount of the servicing assets for that tranche. The valuation allowance is adjusted to reflect changes in the measurement of impairment after the initial measurement of impairment. Changes in valuation allowances are reported as a separate line item in noninterest expense on the consolidated income statement. Fair value in excess of the carrying amount of servicing assets for that stratum is not recognized.

Servicing fee income is recorded for fees earned for servicing loans. The fees are based on a contractual percentage of the outstanding principal and are recorded as income when earned in loan servicing fees in non-interest income. The amortization of mortgage servicing rights is netted from the gains on sale of loans, both cash gains as well as the capitalized gains, and is included in mortgage banking operations, net in non-interest income.

Stock Options

At December 31, 2013 and 2012, the Company has a stock-based employee compensation plan, which is described more fully in Note 15.

Transfers of Financial Assets

Transfers of financial assets are accounted for as sales, when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Company — put presumptively beyond the reach of the transferor and its creditors, even in bankruptcy or other receivership, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets and (3) the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity or the ability to unilaterally cause the holder to return specific assets.

Jacksonville Bancorp, Inc.

Notes to Consolidated Financial Statements

December 31, 2013 and 2012

Income Taxes

The Company accounts for income taxes in accordance with income tax accounting guidance (ASC 740, Income Taxes). The income tax accounting guidance results in two components of income tax expense: current and deferred. Current income tax expense reflects taxes to be paid or refunded for the current period by applying the provisions of the enacted tax law to the taxable income or excess of deductions over revenues. The Company determines deferred income taxes using the liability (or balance sheet) method. Under this method, the net deferred tax asset or liability is based on the tax effects of the differences between the book and tax bases of assets and liabilities, and enacted changes in tax rates and laws are recognized in the period in which they occur.

Deferred income tax expense results from changes in deferred tax assets and liabilities between periods. Deferred tax assets are reduced by a valuation allowance if, based on the weight of evidence available, it is more likely than not that some portion or all of a deferred tax asset will not be realized.

Tax positions are recognized if it is more likely than not, based on the technical merits, that the tax position will be realized or sustained upon examination. The term more likely than not means a likelihood of more than 50 percent; the terms examined and upon examination also include resolution of the related appeals or litigation processes, if any. A tax position that meets the more-likely-than-not recognition threshold is initially and subsequently measured as the largest amount of tax benefit that has a greater than 50 percent likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information. The determination of whether or not a tax position has met the more-likely-than-not recognition threshold considers the facts, circumstances and information available at the reporting date and is subject to the management’s judgment. With a few exceptions, the Company is no longer subject to U.S. federal and state income tax examinations by tax authorities for years before 2010.

The Company recognizes interest and penalties on income taxes as a component of income tax expense.

The Company files consolidated income tax returns with its subsidiary.

Earnings Per Share

Basic earnings per share represents income available to common stockholders divided by the weighted-average number of common shares outstanding during each period. Diluted earnings per share reflects additional potential common shares that would have been outstanding if dilutive potential common shares had been issued. Potential common shares that may be issued by the Company relate solely to outstanding stock options and are determined using the treasury stock method.

Jacksonville Bancorp, Inc.

Notes to Consolidated Financial Statements

December 31, 2013 and 2012

Comprehensive Income (Loss)

Comprehensive income (loss) consists of net income and other comprehensive income (loss), net of applicable income taxes. Other comprehensive income (loss) includes unrealized appreciation (depreciation) on available-for-sale securities.

Trust Assets

Assets held in fiduciary or agency capacities are not included in the consolidated balance sheets since such items are not assets of the Company. Fees from trust activities are recorded as revenue over the period in which the service is provided. Fees are a function of the market value of assets managed and administered, the volume of transactions, and fees for other services rendered, as set forth in the underlying client agreement with the Trust Department. This revenue recognition involves the use of estimates and assumptions, including components that are calculated based on estimated asset valuations and transaction volumes. Generally, the actual trust fee is charged to each account on a quarterly basis. Any out of pocket expenses or services not typically covered by the fee schedule for trust activities are charged directly to the trust account on a gross basis as trust revenue is incurred. The Company managed or administered approximately 110 and 100 trust accounts with assets totaling approximately $71.8 million and $79.8 million at December 31, 2013 and 2012, respectively.

Recent and Future Accounting Requirements

Jacksonville Bancorp, Inc.
Notes to Consolidated Financial Statements
December 31, 2013 and 2012

Note 2:

Restriction on Cash and Due From Banks

The Company is required to maintain reserve funds in cash and/or on deposit with the Federal Reserve Bank. The reserve required at December 31, 2013 and 2012, was $1,310,000 and $1,327,000, respectively.

Note 3:

Securities

The amortized cost and approximate fair values, together with gross unrealized gains and losses, of securities are as follows:

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Available-for-sale Securities
December 31, 2013:
U.S. Government and federal 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

December 31, 2012:
U.S. Government and federal agencies	$	10,090,835	$	248,601	$	(10,556	)	$	10,328,880
Mortgage-backed securities (Government-sponsored enterprises - residential)		50,917,555		1,134,245		(95,319	)		51,956,481
Municipal bonds		49,990,655		3,264,169		(152,362	)		53,102,462

	$	110,999,045	$	4,647,015	$	(258,237	)	$	115,387,823

Jacksonville Bancorp, Inc.
Notes to Consolidated Financial Statements

December 31, 2013 and 2012

The amortized cost and fair value of available-for-sale securities at December 31, 2013, 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.

	Available-for-sale
	Amortized Cost		Fair Value

Within one year	$	603,023	$	608,746
One to five years		10,444,404		10,830,048
Five to ten years		23,175,106		22,915,139
After ten years		27,377,188		26,285,009
		61,599,721		60,638,942
Mortgage-backed securities		49,486,337		48,345,655

Totals	$	111,086,058	$	108,984,597

The carrying value of securities pledged as collateral, to secure public deposits and for other purposes, was $20,420,437 at December 31, 2013 and $24,370,760 at December 31, 2012.

The carrying value of securities sold under agreements to repurchase amounted to $9,541,242 and $13,705,583 at December 31, 2013 and 2012, respectively.

Gross gains of $907,908 and $1,158,693 and gross losses of $(10,007) and $(158) resulting from sales of available-for-sale securities were realized for 2013 and 2012, respectively. The tax provision applicable to these net realized gains amounted to $305,286 and $393,902, respectively.

Certain investments in debt securities are reported in the consolidated financial statements at an amount less than their historical cost. Total fair value of these investments at December 31, 2013 and 2012, was $71,198,051 and $23,955,743, which is approximately 65% and 21%, respectively, of the Company’s available-for-sale investment portfolio. The declines primarily resulted from recent changes in market interest rates.

Management believes the declines in fair value for these securities are temporary.

Jacksonville Bancorp, Inc.

Notes to Consolidated Financial Statements

December 31, 2013 and 2012

The following table shows the Company’s investments’ gross unrealized losses and fair value of the Company’s investments with unrealized losses that are not deemed to be other-than-temporarily impaired, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at December 31, 2013 and 2012:

	December 31, 2013
	Less than 12 Months					12 Months or More					Total
Description of Securities	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses

Available-for-sale Securities

U.S. Government agencies	$	5,824,808	$	(367,005	)	$	470,324	$	(38,530	)	$	6,295,132	$	(405,535	)
Mortgage-backed securities (Government-sponsored enterprises - residential)		33,521,545		(1,065,542	)		6,087,526		(294,362	)		39,609,071		(1,359,904	)
Municipal bonds		22,534,325		(1,462,733	)		2,759,523		(260,581	)		25,293,848		(1,723,314	)

Total temporarily impaired securities	$	61,880,678	$	(2,895,280	)	$	9,317,373	$	(593,473	)	$	71,198,051	$	(3,488,753	)

	December 31, 2012
	Less than 12 Months					12 Months or More				Total
Description of Securities	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses		Fair Value		Unrealized Losses

Available-for-sale Securities

U.S. Government agencies	$	545,291	$	(10,556	)	$	—	$	—	$	545,291	$	(10,556	)
Mortgage-backed securities (Government-sponsored enterprises - residential)		16,172,999		(95,319	)		—		—		16,172,999		(95,319	)
Municipal bonds		7,237,453		(152,362	)		—		—		7,237,453		(152,362	)

Total temporarily impaired securities	$	23,955,743	$	(258,237	)	$	—	$	—	$	23,955,743	$	(258,237	)

U.S. Government Agencies

The unrealized losses on the Company’s investments in direct obligations of U.S. government agencies were caused by interest rate increases. The contractual terms of those 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 those investments to be other-than-temporarily impaired at December 31, 2013.

Jacksonville Bancorp, Inc.

Notes to Consolidated Financial Statements

December 31, 2013 and 2012

Residential Mortgage-backed Securities

The unrealized losses on the Company’s investment in residential mortgage-backed securities were caused by interest rate increases. The Company expects to recover the amortized cost basis over the term of the securities. Because the decline in market value is attributable to changes in interest rates and not credit quality, and 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 those investments to be other-than-temporarily impaired at December 31, 2013.

Municipal Bonds

The unrealized losses on the Company’s investments in securities of municipal bonds were caused by interest rate increases. The contractual terms of those 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 those investments to be other-than-temporarily impaired at December 31, 2013.

Note 4:

Loans and Allowance for Loan Losses

Classes of loans at December 31, include:

	2013		2012

Mortgage loans on real estate
Residential 1-4 family	$	44,286,657	$	41,386,147
Commercial		38,920,692		30,973,177
Agricultural		35,005,662		37,392,116
Home equity		11,729,112		12,733,963
Total mortgage loans on real estate		129,942,123		122,485,403

Commercial loans		29,946,928		29,046,437
Agricultural		10,559,593		10,982,491
Consumer		13,605,897		14,571,819
		184,054,541		177,086,150
Less
Net deferred loan fees		8,605		(6,373	)
Allowance for loan losses		3,406,434		3,339,464

Net loans	$	180,639,502	$	173,753,059

Jacksonville Bancorp, Inc.

Notes to Consolidated Financial Statements

December 31, 2013 and 2012

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 $500,000 depending on the type of loan. Loans with a 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 with a 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 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.

Jacksonville Bancorp, Inc.

Notes to Consolidated Financial Statements

December 31, 2013 and 2012

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 for the secondary market.

The Company originates for resale to the secondary market 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 two years, the adjustable-rate portfolio has repriced downward resulting in lower interest income from this portion of the loan portfolio. 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 either 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 provides 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, among other things, that 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.

Jacksonville Bancorp, Inc.

Notes to Consolidated Financial Statements

December 31, 2013 and 2012

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, should not generally 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 and Agricultural Real Estate Loans - The Company originates and purchases commercial and agricultural real estate loans. Commercial and agricultural real estate loans are secured primarily by improved properties such as farms, retail facilities and office buildings, churches and other non-residential buildings. The maximum loan-to-value ratio for commercial and agricultural real estate loans originated is generally 80%. The commercial and agricultural 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 adjustable-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 and agricultural 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 and agricultural 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.

Jacksonville Bancorp, Inc.

Notes to Consolidated Financial Statements

December 31, 2013 and 2012

Loans secured by commercial and 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 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 and agricultural 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.

Commercial and Agricultural Business Loans - The Company originates commercial and agricultural 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 and agricultural business loans are generally secured by accounts receivable, 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 and agricultural 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. 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.

Home Equity and Consumer Loans – The Company originates home equity and other consumer loans. Home equity loans and lines of credit 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 prior mortgages or related liabilities. Home equity loans and lines of credit are approved with both fixed and adjustable interest rates which are determined 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.

Jacksonville Bancorp, Inc.

Notes to Consolidated Financial Statements

December 31, 2013 and 2012

The principal types of other consumer loans offered are loans secured by automobiles, deposit accounts, and mobile homes. Unsecured consumer loans are also generated. Consumer loans are generally offered on a fixed-rate basis. Automobile loans with maturities of up to 60 months are offered for new automobiles. Loans secured by used automobiles will have maximum terms which vary depending upon the age of the automobile. Automobile loans with a loan-to-value ratio below the greater of 80% of the purchase price or 100% of NADA loan value are generally originated, although 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 the Company.

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. The length of employment with the borrower’s present employer is also considered, 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 the 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.

Jacksonville Bancorp, Inc.

Notes to Consolidated Financial Statements

December 31, 2013 and 2012

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 December 31, 2013 and 2012:

December 31, 2013
	1-4 Family			Commercial Real Estate			Agricultural Real Estate		Commercial		Agricultural		Home Equity			Consumer			Unallocated			Total

Allowance for loan losses:
Balance, beginning of year	$	741,029		$	828,873		$	149,568	$	934,251	$	43,930	$	328,996		$	151,474		$	161,343		$	3,339,464
Provision charged to expense		261,492			(218,949	)		25,460		92,597		8,868		(78,628	)		84,829			(5,669	)		170,000
Losses charged off		(162,448	)		—			—		—		—		(63,410	)		(66,467	)		—			(292,325	)
Recoveries		16,071			135,836			—		7,341		—		15,035			15,012			—			189,295
Balance, end of year	$	856,144		$	745,760		$	175,028	$	1,034,189	$	52,798	$	201,993		$	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	$	411,459	$	52,798	$	201,993		$	174,012		$	155,674		$	2,524,011

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

December 31, 2012
	1-4 Family			Commercial Real Estate			Agricultural Real Estate		Commercial		Agricultural			Home Equity			Consumer			Unallocated		Total

Allowance for loan losses:
Balance, beginning of year	$	697,223		$	1,107,585		$	115,154	$	711,864	$	58,428		$	309,409		$	138,385		$	158,559	$	3,296,607
Provision charged to expense		99,055			(11,157	)		34,414		219,102		(14,498	)		86,076			74,224			2,784		490,000
Losses charged off		(82,192	)		(356,270	)		—		—		—			(80,126	)		(66,958	)		—		(585,546	)
Recoveries		26,943			88,715			—		3,285		—			13,637			5,823			—		138,403
Balance, end of year	$	741,029		$	828,873		$	149,568	$	934,251	$	43,930		$	328,996		$	151,474		$	161,343	$	3,339,464
Ending balance: individually evaluated for impairment	$	—		$	262,177		$	—	$	610,779	$	—		$	—		$	6,185		$	—	$	879,141
Ending balance: collectively evaluated for impairment	$	741,029		$	566,696		$	149,568	$	323,472	$	43,930		$	328,996		$	145,289		$	161,343	$	2,460,323

Loans:
Ending balance	$	41,386,147		$	30,973,177		$	37,392,116	$	29,046,437	$	10,982,491		$	12,733,963		$	14,571,819		$	—	$	177,086,150
Ending balance: individually evaluated for impairment	$	339,513		$	1,603,956		$	—	$	728,672	$	—		$	56,677		$	14,392		$	—	$	2,743,210
Ending balance: collectively evaluated for impairment	$	41,046,634		$	29,369,221		$	37,392,116	$	28,317,765	$	10,982,491		$	12,677,286		$	14,557,427		$	—	$	174,342,940

Jacksonville Bancorp, Inc.

Notes to Consolidated Financial Statements

December 31, 2013 and 2012

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.

Jacksonville Bancorp, Inc.

Notes to Consolidated Financial Statements

December 31, 2013 and 2012

The following tables present the credit risk profile of the Company’s loan portfolio based on rating category and payment activity as of December 31, 2013 and 2012:

	1-4 Family				Commercial Real Estate				Agricultural Real Estate				Commercial
	2013		2012		2013		2012		2013		2012		2013		2012

Pass	$	41,061,498	$	38,123,451	$	36,489,660	$	28,283,081	$	35,005,662	$	37,392,116	$	29,231,227	$	28,301,663
Special Mention		775,545		1,273,558		57,488		187,936		—		—		—		849
Substandard		2,449,614		1,989,138		2,373,544		2,502,160		—		—		715,701		743,925

Total	$	44,286,657	$	41,386,147	$	38,920,692	$	30,973,177	$	35,005,662	$	37,392,116	$	29,946,928	$	29,046,437

	Agricultural Business				Home Equity				Consumer
	2013		2012		2013		2012		2013		2012

Pass	$	10,559,593	$	10,982,491	$	11,215,416	$	11,919,440	$	13,302,507	$	14,291,487
Special Mention		—		—		155,515		272,563		68,480		111,945
Substandard		—		—		358,181		541,960		234,910		168,387

Total	$	10,559,593	$	10,982,491	$	11,729,112	$	12,733,963	$	13,605,897	$	14,571,819

The following tables present the Company’s loan portfolio aging analysis as of December 31, 2013 and 2012:

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

1-4 Family	$	350,539	$	95,782	$	806,877	$	1,253,198	$	43,033,459	$	44,286,657	$	—
Agricultural real estate		—		—		—		—		35,005,662		35,005,662		—
Commercial real estate		—		68,216		78,281		146,497		38,774,195		38,920,692		—
Agricultural business		—		—		—		—		10,559,593		10,559,593		—
Commercial		—		—		—		—		29,946,928		29,946,928		—
Home equity		156,331		47,585		55,288		259,204		11,469,908		11,729,112		—
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	$	—

	December 31, 2012
	30-59 Days Past Due		60-89 Days Past Due		Greater Than 90 Days		Total Past Due		Current		Total Loans Receivable		Total Loans > 90 Days & Accruing

1-4 Family	$	727,315	$	213,126	$	984,996	$	1,925,437	$	39,460,710	$	41,386,147	$	—
Agricultural real estate		—		—		—		—		37,392,116		37,392,116		—
Commercial real estate		—		—		279,622		279,622		30,693,555		30,973,177		—
Agricultural business		—		—		—		—		10,982,491		10,982,491		—
Commercial		—		—		—		—		29,046,437		29,046,437		—
Home equity		158,414		70,596		136,508		365,518		12,368,445		12,733,963		—
Consumer		181,171		64,390		33,692		279,253		14,292,566		14,571,819		—

Total	$	1,066,900	$	348,112	$	1,434,818	$	2,849,830	$	174,236,320	$	177,086,150	$	—

Jacksonville Bancorp, Inc.

Notes to Consolidated Financial Statements

December 31, 2013 and 2012

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.

Jacksonville Bancorp, Inc.

Notes to Consolidated Financial Statements

December 31, 2013 and 2012

The following tables present impaired loans for the years ended December 31, 2013 and 2012:

	December 31, 2013
	Recorded Balance		Unpaid Principal Balance		Specific Allowance		Average Investment in Impaired Loans		Interest Income Recognized		Interest Income Recognized Cash Basis

Loans without a specific valuation allowance
1-4 Family	$	563,524	$	563,524	$	—	$	652,373	$	27,250	$	25,347
Commercial real estate		63,293		63,293		—		96,019		5,282		5,327
Consumer		4,528		4,528		—		6,419		453		442
Home equity		71,548		71,548		—		66,388		3,017		2,980
Loans with a specific valuation 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:
1-4 family		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
Consumer		101,089		101,089		10,836		105,820		2,039		2,018
Home equity		71,548		71,548		—		66,388		3,017		2,980

Total	$	2,929,969	$	2,929,969	$	882,423	$	3,135,112	$	151,772	$	143,621

Jacksonville Bancorp, Inc.

Notes to Consolidated Financial Statements

December 31, 2013 and 2012

	December 31, 2012
	Recorded Balance		Unpaid Principal Balance		Specific Allowance		Average Investment in Impaired Loans		Interest Income Recognized		Interest Income Recognized Cash Basis

Loans without a specific valuation allowance
1-4 Family	$	339,513	$	339,513	$	—	$	343,593	$	17,163	$	16,909
Commercial real estate		201,135		201,135		—		205,756		27,727		16,136
Consumer		8,207		8,207		—		9,795		495		422
Home equity		56,677		56,677		—		57,934		4,087		4,162
Loans with a specific valuation allowance
Commercial real estate		1,402,821		1,402,821		262,177		1,443,005		91,130		91,075
Commercial		728,672		728,672		610,779		780,979		44,887		52,898
Consumer		6,185		6,185		6,185		7,096		573		576
Total:
1-4 family		339,513		339,513		—		343,593		17,163		16,909
Commercial real estate		1,603,956		1,603,956		262,177		1,648,761		118,857		107,211
Commercial		728,672		728,672		610,779		780,979		44,887		52,898
Consumer		14,392		14,392		6,185		16,891		1,068		998
Home equity		56,677		56,677		—		57,934		4,087		4,162

Total	$	2,743,210	$	2,743,210	$	879,141	$	2,848,158	$	186,062	$	182,178

The following table presents the Company’s nonaccrual loans at December 31, 2013 and 2012. This table excludes performing troubled debt restructurings.

	2013		2012

1-4 family	$	1,339,487	$	1,203,328
Agricultural real estate		—		—
Commercial real estate		208,297		560,073
Agricultural business		—		—
Commercial		37,939		51,436
Home equity		133,823		276,877
Consumer		62,617		122,064

Total	$	1,782,163	$	2,213,778

Jacksonville Bancorp, Inc.

Notes to Consolidated Financial Statements

December 31, 2013 and 2012

At December 31, 2013 and 2012, the Company had a number of loans that were modified in troubled debt restructurings (TDR’s) and impaired. The modification of terms of such loans included one or a combination of the following: an extension of maturity, a reduction of the stated interest rate or a permanent reduction of the recorded investment in the loan.

The following table presents the recorded balance, at original cost, of troubled debt restructurings, as of December 31, 2013 and 2012.

	2013		2012

1-4 family	$	661,880	$	267,916
Agricultural real estate		—		—
Commercial real estate		1,137,667		1,011,350
Agricultural business		—		—
Commercial		675,483		701,271
Home equity		79,087		84,123
Consumer		43,559		91,206

Total	$	2,597,676	$	2,155,866

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 December 31, 2013 and 2012.

	2013		2012

1-4 family	$	591,000	$	127,399
Agricultural real estate		—		—
Commercial real estate		1,074,194		983,450
Agricultural business		—		—
Commercial		675,483		701,271
Home equity		13,015		84,123
Consumer		42,059		89,045

Total	$	2,395,751	$	1,985,288

Jacksonville Bancorp, Inc.

Notes to Consolidated Financial Statements

December 31, 2013 and 2012

The following table presents loans modified as troubled debt restructurings during the years ended December 31, 2013 and 2012.

	Year Ended December 31, 2013				Year Ended December 31, 2012
	Number of Modifications		Recorded Investment		Number of Modifications		Recorded Investment

1-4 family		8	$	522,819		2	$	70,739
Agricultural real estate		—		—		—		—
Commercial real estate		3		175,649		—		—
Agricultural business		—		—		—		—
Commercial		1		40,644		2		266,968
Home equity		—		—		3		21,422
Consumer		1		27,593		3		20,513

Total		13	$	766,705		10	$	379,642

2013 Modifications

The Company modified eight one-to-four family residential real estate loans, with a recorded investment of $522,819, which were deemed to be TDR’s. One of the loans was restructured with interest capitalized. One of the loans was restructured after a principal write-off of $35,871. Three of the loans were restructured with delinquent real estate taxes capitalized. Three of the loans were restructured with a reduced interest rate and the accrued interest capitalized to the balance of the note. None of the modifications resulted in a write-off of the principal balance.

The Company modified three commercial real estate loans with a total recorded balance of $175,649, which were deemed TDR’s. The loans were restructured to change the payment schedule to interest only for a period of time.

The Company modified one commercial loan with a total recorded balance of $40,644, which was deemed a TDR. The modification was made to capitalize delinquent taxes.

The Company also modified one consumer loan with a recorded investment of $27,593. The modification was made to change the payment schedule to interest-only for a period of time. The modification did not result in a reduction of the contractual interest rate or a write-off of the principal balance.

2012 Modifications

The Company modified two one-to-four family residential real estate loans, with a recorded investment of $70,739, which were deemed to be TDR’s. One of the modifications was made to change the payment schedule to interest-only for a period of time. One of the loans was restructured with a reduced interest rate and the accrued interest capitalized to the balance of the note. None of the modifications resulted in a write-off of the principal balance.

Jacksonville Bancorp, Inc.

Notes to Consolidated Financial Statements

December 31, 2013 and 2012

The Company modified two commercial loans with a total recorded balance of $266,968, which were deemed TDR’s. Both modifications were made to lower the contractual interest.

The Company also modified three home equity loans with a total recorded investment of $21,422 and three consumer loan with a recorded investment of $20,513. Two of the modifications were made to extend the amortization schedule and lower the monthly payment amount. One of the modifications was made to change the payment schedule to interest-only for a period of time. Three of the loans were restructured with the accrued interest capitalized to the note. None of the modifications resulted in a reduction of the contractual interest rate or a write-off of the principal balance.

TDRs with Defaults

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 year ended December 31, 2013, two residential real estate loans of $70,880 were considered TDR’s defaulted as they were more than 90 days past due at December 31, 2013. In addition, four one-to-four family residential real estate loans of $206,299, one commercial real estate loan of $61,980, two commercial business loans of $37,939, two home equity loans of $7,558, and one consumer loan of $27,593 were considered TDR’s defaulted as they were in a nonaccrual status but are performing in accordance with their modified terms.

During the year ended December 31, 2012, two residential real estate loan of $111,754 and one commercial real estate loan of $27,900 that were considered TDR’s defaulted as they were more than 90 days past due at December 31, 2012. In addition, two one-to-four family residential real estate loans of $91,521, two commercial business loans of $50,587, two home equity loans of $10,836, and one consumer loan of $68,538 were considered TDR’s defaulted as they were in a nonaccrual status but are performing in accordance with their modified terms.

Note 5: Premises and Equipment

Major classifications of premises and equipment, stated at cost, are as follows:


	2013			2012

Land	$	773,186		$	983,276
Buildings and improvements		6,694,149			7,756,293
Equipment		4,808,044			5,094,283
		12,275,379			13,833,852
Less accumulated depreciation		(7,096,401	)		(8,179,076	)

Net premises and equipment	$	5,178,978		$	5,654,776

Jacksonville Bancorp, Inc.

Notes to Consolidated Financial Statements

December 31, 2013 and 2012

Note 6: Loan Servicing

Mortgage loans serviced for others are not included in the accompanying consolidated balance sheets. The risks inherent in mortgage servicing assets relate primarily to changes in prepayments that result from shifts in mortgage interest rates. The unpaid principal balance of mortgage loans serviced for others was $145,883,259 and $148,346,763 at December 31, 2013 and 2012, respectively.

The following summarized the activity pertaining to mortgage servicing rights measured using the amortization method, along with the aggregate activity in related valuation allowances:


	2013			2012
Mortgage servicing rights
Balance, beginning of year	$	793,715		$	871,524
Additions		101,538			219,975
Amortization		(148,285	)		(297,784	)
Balance at end of year		746,968			793,715

Valuation allowances
Balance at beginning of year		129,279			173,791
Additions due to decreases in market value		—			—
Reduction due to increases in market value		(33,649	)		—
Reduction due to payoff of loans		(22,238	)		(44,512	)
Balances at end of year		73,392			129,279

Mortgage servicing assets, net	$	673,576		$	664,436

Fair value disclosures
Fair value as of the beginning of the period	$	765,029		$	758,175
Fair value as of the end of the period	$	1,120,000		$	765,029

In prior years, a valuation allowance of $428,030 was necessary to adjust the aggregate cost basis of the mortgage servicing right asset to fair value. The valuation allowance was adjusted during 2012 and 2013 due to payments received on the related loans as well as changes in the estimated market value on the mortgage servicing rights asset.

Comparable market values and a valuation model that calculates the present value of future cash flows were used to estimate fair value. For purposes of measuring impairment, risk characteristics including product type, investor type, and interest rates, were used to stratify the originated mortgage servicing rights.

Jacksonville Bancorp, Inc.

Notes to Consolidated Financial Statements

December 31, 2013 and 2012

Note 7: Interest-bearing Deposits

Interest-bearing deposits in denominations of $100,000 or more totaled $96,951,245 at December 31, 2013 and $104,717,280 at December 31, 2012.

The following table represents deposit interest expense by deposit type:


	December 31,
	2013		2012

Savings, NOW and Money Market	$	256,010	$	339,065
Certificates of deposit		1,510,730		1,949,000

Total deposit interest expense	$	1,766,740	$	2,288,065

At December 31, 2013, the scheduled maturities of time deposits are as follows:


2014	$	56,539,815
2015		28,465,882
2016		8,888,057
2017		8,801,125
2018		5,456,690

	$	108,151,569

Note 8: Short-term Borrowings

Short-term borrowings include securities sold under agreements to repurchase totaling $8,810,297 and $12,040,610 at December 31, 2013 and 2012, respectively.

Securities sold under agreements to repurchase consist of obligations of the Company to other parties. The obligations are secured by investments and such collateral is held by the Company. The maximum amount of outstanding agreements at any month end during 2013 and 2012 totaled $9,445,747 and $23,463,685, respectively, and the monthly average of such agreements totaled $6,208,142 and $6,366,508 for 2013 and 2012, respectively. The agreements at December 31, 2013, are all for overnight borrowings.

Also included in short-term borrowings are overnight advances with the Federal Home Loan Bank (FHLB) of which $10,800,000 and $700,000 had been extended as of December 31, 2013 and 2012, respectively. The advances mature in 2014 and are secured by mortgage loans totaling $25,605,525 at December 31, 2013. Advances, at an interest rate of 0.13% are subject to restrictions or penalties in the event of prepayment.

Jacksonville Bancorp, Inc.

Notes to Consolidated Financial Statements

December 31, 2013 and 2012

Note 9: Income Taxes

The Company and its subsidiary file income tax returns in the U.S. federal and state of Illinois jurisdictions. During the years ended December 31, 2013 and 2012, the Company did not recognize expense for interest or penalties.

The provision for income taxes includes these components:


	2013			2012

Taxes currently payable
Federal	$	813,409		$	1,037,608
State		406,770			466,765
Deferred income taxes		(31,880	)		(166,886	)

Income tax expense	$	1,188,299		$	1,337,487

A reconciliation of income tax expense at the statutory rate to the Company’s actual income tax expense is shown below:


	2013			2012

Computed at the statutory rate (34%)	$	1,496,661		$	1,667,534
Increase (decrease) resulting from
Tax exempt interest		(509,850	)		(546,910	)
State income taxes, net		264,287			286,869
Increase in cash surrender value		(66,246	)		(68,838	)
Other		3,447			(1,168	)

Actual tax expense	$	1,188,299		$	1,337,487

Tax expense as a percentage of pre-tax income		26.99	%		27.27	%

Jacksonville Bancorp, Inc.

Notes to Consolidated Financial Statements

December 31, 2013 and 2012

The tax effects of temporary differences related to deferred taxes shown on the consolidated balance sheets were:


	2013			2012
Deferred tax assets
Allowance for loan losses	$	1,241,702		$	1,214,733
Deferred compensation		1,610,547			1,492,971
State net operating loss carryforward		186,497			196,811
Unrealized losses on available-for-sale securities		714,497			—
Other		840			4,555
		3,754,083			2,909,070

Deferred tax liabilities
Unrealized gains on available-for-sale securities		—			(1,492,185	)
Depreciation		(536,706	)		(452,711	)
Federal Home Loan Bank stock dividends		(152,224	)		(152,224	)
Prepaid expenses		(90,794	)		(79,834	)
Mortgage servicing rights		(271,249	)		(267,568	)
		(1,050,973	)		(2,444,522	)

Net deferred tax asset	$	2,703,110		$	464,548

At December 31, 2013 and 2012, the Company had Illinois net operating loss carryforwards totaling approximately $3,870,846 and $4,084,922, respectively, which will expire in varying amounts between 2018 and 2022. Recent Illinois legislation has limited the use of these loss carryovers for tax years 2011 through 2013 and the expiration dates were extended by three years. Management believes the Company will produce taxable earnings in the future which will enable the net operating loss carryforwards to be utilized prior to expiration.

Retained earnings at December 31, 2013 and 2012, include approximately $2,600,000, for which no deferred federal income tax liability has been recognized. These amounts represent an allocation of income to bad debt deductions for tax purposes only. Reduction of amounts so allocated for purposes other than tax bad debt losses or adjustments arising from carryback of net operating losses would create income for tax purposes only, which would be subject to the then-current corporate income tax rate. The deferred income tax liabilities on the preceding amounts that would have been recorded if they were expected to reverse into taxable income in the foreseeable future were approximately $1,000,000 at December 31, 2013 and 2012.

Jacksonville Bancorp, Inc.

Notes to Consolidated Financial Statements

December 31, 2013 and 2012

Note 10: Accumulated Other Comprehensive Income (Loss)

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


	2013			2012

Net unrealized gain (loss) on securities available-for-sale	$	(2,101,461	)	$	4,388,778

Tax effect		714,497			(1,492,185	)

Net-of-tax amount	$	(1,386,964	)	$	2,896,593

Note 11: 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 years ended December 31, 2013 and 2012, were as follows:


	Amounts Reclassified from AOCI						Affected Line Item in the
	2013			2012			Statements of Income

Unrealized gains on available-for-sale securities	$	897,901		$	1,158,535		Realized gain on sale of securities
							Total reclassified amount before tax
		(305,286	)		(393,901	)	Tax expense

	$	592,615		$	764,634		Net reclassified amount

Note 12: Regulatory Matters

The Bank is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s consolidated financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank’s assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. The Bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. Furthermore, the Bank’s regulators could require adjustments to regulatory capital not reflected in these consolidated financial statements.

Jacksonville Bancorp, Inc.

Notes to Consolidated Financial Statements

December 31, 2013 and 2012

Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier I capital to average assets (as defined). Management believes, as of December 31, 2013 and 2012, that the Bank meets all capital adequacy requirements to which it is subject.

As of December 31, 2013, the most recent notification from the FDIC categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, the Bank must maintain minimum total risk-based, Tier I risk-based and Tier I leverage ratios as set forth in the table. There are no conditions or events since that notification that management believes have changed the Bank’s category.

The Bank’s actual capital amounts (in thousands) and ratios are also presented in the table.


	Actual					Minimum Capital Requirement					Minimum to Be Well Capitalized Under Prompt Corrective Action Provisions
	Amount		Ratio			Amount		Ratio			Amount		Ratio
As of December 31, 2013
Total risk-based capital (to risk-weighted assets)	$	38,766		18.15	%	$	17,089		8.0	%	$	21,361		10.0	%

Tier I capital (to risk-weighted assets)		36,087		16.89			8,544		4.0			12,817		6.0

Tier I capital (to average assets)		36,087		11.51			12,546		4.0			15,682		5.0

Tangible capital (to adjusted tangible assets)		36,087		11.51			4,705		1.5			—		N/A

As of December 31, 2012
Total risk-based capital (to risk-weighted assets)	$	36,620		17.72	%	$	16,535		8.0	%	$	20,668		10.0	%

Tier I capital (to risk-weighted assets)		34,027		16.46			8,267		4.0			12,401		6.0

Tier I capital (to average assets)		34,027		10.89			12,503		4.0			15,628		5.0

Tangible capital (to adjusted tangible assets)		34,027		10.89			4,689		1.5			—		N/A

Jacksonville Bancorp, Inc.

Notes to Consolidated Financial Statements

December 31, 2013 and 2012

The following is a reconciliation of the Bank equity amount included in the consolidated balance sheets to the amounts (in thousands) reflected above for regulatory capital purposes as of December 31:


	2013			2012

Bank equity	$	37,427		$	39,650
Less net unrealized gain (loss)		(1,387	)		2,896
Less disallowed goodwill		2,727			2,727

Tier 1 capital		36,087			34,027

Plus allowance for loan losses		2,679			2,593

Total risked-based capital	$	38,766		$	36,620

The Bank is subject to certain restrictions on the amount of dividends that it may declare without prior regulatory approval. As of December 31, 2013, the Bank has $7,900,000 available for the payment of dividends without prior regulatory approval.

Note 13: Related Party Transactions

At December 31, 2013 and 2012, the Company had loans outstanding to executive officers, directors, significant shareholders and their affiliates (related parties) in the amount of $3,852,658 and $4,052,339, respectively.

Annual activity consisted of the following:


	2013			2012

Balance beginning of year	$	4,052,339		$	2,927,377
Additions		1,156,220			3,318,496
Repayments		(1,355,901	)		(2,193,534	)

Balance, end of year	$	3,852,658		$	4,052,339

In management’s opinion, such loans and other extensions of credit and deposits were made in the ordinary course of business and were made on substantially the same terms (including interest rates and collateral) as those prevailing at the time for comparable transactions with other persons. Further, in management’s opinion, these loans did not involve more than normal risk of collectibility or present other unfavorable features.

Deposits from related parties held by the Company at December 31, 2013 and 2012 totaled approximately $3,117,000 and $2,788,000, respectively.

Jacksonville Bancorp, Inc.

Notes to Consolidated Financial Statements

December 31, 2013 and 2012

Note 14: Employee Benefits

401(k) Plan — The Company maintains a 401(k) savings plan for eligible employees. The Company’s contributions to this plan were $224,099 and $213,983 for the years ended December 31, 2013 and 2012, respectively. The plan invests some of its assets in deposit accounts at the Company which earned interest at a rate of 1.85% to 2.00% for the year ended December 31, 2013 and 2.00% to 2.50% for the year ended December 31, 2012.

Deferred Compensation Plan — The Company maintains a deferred compensation plan for certain key officers and employees. Contributions are determined annually by the Company’s Board of Directors. Effective in 2005, the Company froze this plan and no contributions to this plan were made for the years ended December 31, 2013 or 2012. The plan accrues interest at a variable rate which fluctuates based on Moody’s Corporate Bond Average Index. The amount recorded on the consolidated balance sheets as deferred compensation was $2,374,940 and $2,329,859 as of December 31, 2013 and 2012, respectively. Compensation expense related to the plan was $139,308 and $135,730 for the years ended December 31, 2013 and 2012, respectively.

The Company has also entered into deferred compensation agreements with certain key officers and employees. The agreements provide for monthly payments at retirement or death. The charge to expense for this plan reflects the accrual using the principal and interest method over the vesting period of the present value of benefits due each participant on the full eligibility date using a 4.75% discount rate. The amount recorded on the consolidated balance sheets as deferred compensation was $1,624,431 and $1,377,543 as of December 31, 2013 and 2012, respectively. Compensation expense related to the plans was $302,138 and $398,899 for the years ended December 31, 2013 and 2012, respectively.

Employee Stock Ownership Plan (ESOP) — The ESOP is a noncontributory defined contribution plan which covers substantially all employees. The Company may contribute to the Plan, at its discretion, an amount determined by the Board of Directors.

As part of the second step conversion, in July 2010 the Company acquired 41,614 additional shares of Company common stock at $10 per share in the conversion with funds provided by a loan from the Company. Accordingly, $416,140 of common stock acquired by the ESOP was shown as a reduction of stockholders’ equity. Shares are released to participants proportionately as the loan is repaid. Dividends on allocated shares are recorded as dividends and charged to retained earnings. Dividends on unallocated shares are used to repay the loan and are treated as compensation expense. Compensation expense is recorded equal to the fair market value of the stock when contributions, which are determined annually by the Board of Directors of the Company, are made to the ESOP.

Jacksonville Bancorp, Inc.
Notes to Consolidated Financial Statements
December 31, 2013 and 2012

ESOP expense for the years ended December 31, 2013 and 2012 was $70,448 and $58,564, respectively.


	2013		2012

Allocated shares	$	55,515		49,668
Shares committed for allocation		3,680		3,624
Unearned shares		28,758		32,438

Total ESOP shares		87,953		85,730

Fair value of unearned shares at December 31	$	562,219	$	562,799

The Company is obligated at the option of each beneficiary to repurchase shares of the ESOP upon the beneficiary’s termination or after retirement. At December 31, 2013, the fair value of the 55,515 allocated shares held by the ESOP is $1,085,318. The fair value of all shares subject to the repurchase obligation is $1,157,262.

Note 15: Stock Option Plans

The Jacksonville Savings Bank and Jacksonville Bancorp, MHC 1996 Stock Option Plan was adopted on April 23, 1996 and is administered by the Board of Directors. A total of 83,625 shares of common stock were reserved and awarded under the Plan. Awards expire ten years after the grant date and are exercisable at a price of $8.83 per share. In 2004, 5,600 shares related to this plan were reissued at a price of $14.00 per share. The Jacksonville Savings Bank 2001 Stock Option Plan was adopted on April 30, 2001 and is administered by the Stock Benefits Committee. A total of 87,100 shares of common stock were reserved and awarded under the Plan during 2001 that expire ten years after the grant date and are exercisable at a price of $10.00 per share.

The Jacksonville Bancorp, Inc. 2012 Stock Option Plan, which is shareholder approved, permits the grant of share options and shares to its employees for up to 104,035 shares of common stock. The Company believes that such awards better align the interests of its employees with those of its shareholders. All shares were awarded as of the approval date, expire ten years after the grant date, and are exercisable at a price of $15.65 per share.

The fair value of each option award is estimated on the date of grant using a Black-Scholes option valuation model that uses the assumptions noted in the following table. Expected volatility is based on historical volatility of the Company’s stock and other factors. The Company uses historical data to estimate option exercise and employee termination within the valuation model; separate groups of employees that have similar historical exercise behavior are considered separately for valuation purposes. The expected term of options granted represents the period of time that options are expected to be outstanding; the range given below results from certain groups of employees exhibiting different behavior. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The discount rate for post-vesting restrictions is estimated based on the Company’s credit-adjusted risk-free rate of return.

Jacksonville Bancorp, Inc.

Notes to Consolidated Financial Statements

December 31, 2013 and 2012


	2012

Expected volatility	33.41	%
Expected dividend yield	2.19	%
Expected term (in years)	7
Risk-free rate	1.37	%

A summary of option activity under the Plans as of December 31, 2013 and 2012, and changes during the years then ended, is presented below:


	2013
	Shares			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term		Aggregate Intrinsic Value

Outstanding, beginning of year		107,338		$	15.60
Granted		—			—
Exercised		(6,002	)		15.04
Forfeited or expired		—			—

Outstanding, end of year		101,336		$	15.63		8.17	$	397,049

Exercisable, end of year		18,151		$	15.55		7.78	$	72,628

Jacksonville Bancorp, Inc.

Notes to Consolidated Financial Statements

December 31, 2013 and 2012

	2012
	Shares			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term		Aggregate Intrinsic Value

Outstanding, beginning of year		4,504		$	13.98
Granted		104,035			15.65
Exercised		(1,201	)		13.98
Forfeited or expired		—			—

Outstanding, end of year		107,338		$	15.60		9.25	$	187,991

Exercisable, end of year		3,303		$	13.98		1.50	$	11,131

The total intrinsic value of options exercised during the years ended December 31, 2013 and 2012 was $24,548 and $2,630, respectively.

As of December 31, 2013, there was $292,967 of total unrecognized compensation cost related to nonvested share-based compensation arrangements granted under the 2012 Plan. That cost is expected to be recognized over a weighted-average period of 4 years. The total fair value of shares vested during the year ended December 31, 2013 and 2012 was $90,162 and $67,931. The recognized tax benefit related thereto was $36,309 and $27,351 for the years ended December 31, 2013 and 2012, respectively.

A summary of the status of the Company’s nonvested shares as of December 31, 2013 and 2012, and changes during the year then ended, is presented below:

	December 31, 2013
	Shares			Weighted- Average Grant- Date Fair Value

Nonvested, beginning of year		104,035		$	4.34
Granted		—			—
Vested		(20,850	)		4.34
Forfeited		—			—

Nonvested, end of year		83,185		$	4.34

Jacksonville Bancorp, Inc.

Notes to Consolidated Financial Statements

December 31, 2013 and 2012

	December 31, 2012
	Shares		Weighted-Average Grant-Date Fair Value

Nonvested, beginning of year		—	$	—
Granted		104,035		4.34
Vested		—		—
Forfeited		—		—

Nonvested, end of year		104,035	$	4.34

Note 16:

Earnings Per Share

Earnings per share (EPS) were computed as follows:

	Year Ended December 31, 2013
	Income		Weighted-Average Shares		Per Share Amount

Net income	$	3,213,645

Basic earnings per share
Income available to common stockholders				1,853,240	$	1.73

Effect of dilutive securities
Stock options				296

Diluted earnings per share
Income available to common stockholders	$	3,213,645		1,853,536	$	1.73

Jacksonville Bancorp, Inc.

Notes to Consolidated Financial Statements

December 31, 2013 and 2012

Options to purchases 100,235 shares of common stock were outstanding at December 31, 2013, but were not included in the computation of diluted EPS because the shares were considered antidilutive for the year ended December 31, 2013.

	Year Ended December 31, 2012
	Income		Weighted- Average Shares		Per Share Amount

Net income	$	3,567,024

Basic earnings per share
Income available to common stockholders				1,883,375	$	1.89

Effect of dilutive securities
Stock options				447

Diluted earnings per share
Income available to common stockholders	$	3,567,024		1,883,822	$	1.89

Options to purchases 104,035 shares of common stock were outstanding at December 31, 2012, but were not included in the computation of diluted EPS because the shares were considered antidilutive for the year ended December 31, 2012.


Note 17:	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

Jacksonville Bancorp, Inc.

Notes to Consolidated Financial Statements

December 31, 2013 and 2012

Recurring Measurements

The following table presents the fair value measurements of assets recognized in the accompanying 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 December 31, 2013 and 2012:

			December 31, 2013
			Fair Value Measurements Using
	Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (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		—

			December 31, 2012
			Fair Value Measurements Using
	Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)

U.S. Government agencies	$	10,328,880	$	—	$	10,328,880	$	—
Mortgage-backed securities (Government-sponsored enterprises - residential)		51,956,481		—		51,956,481		—
Municipal bonds		53,102,462		—		53,102,462		—

Jacksonville Bancorp, Inc.

Notes to Consolidated Financial Statements

December 31, 2013 and 2012

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 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 year ended December 31, 2013.

Available-for-Sale Securities

Where quoted market prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. The Company has no Level 1 securities. 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. The Company did not have securities considered Level 3 as of December 31, 2013 or December 31, 2012.

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 December 31, 2013 and 2012:

			December 31, 2013
			Fair Value Measurements Using
	Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)

Impaired loans (collateral dependent)	$	1,219,185	$	—	$	—	$	1,219,185
Mortgage servicing rights		673,576		—		—		673,576

Jacksonville Bancorp, Inc.

Notes to Consolidated Financial Statements

December 31, 2013 and 2012

			December 31, 2012
			Fair Value Measurements Using
	Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)

Impaired loans (collateral dependent)	$	1,032,580	$	—	$	—	$	1,032,580
Foreclosed assets		137,193		—		—		137,193

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. Fair value adjustments on impaired loans were $(23,206) and $(183,319) at December 31, 2013 and 2012.

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.

Jacksonville Bancorp, Inc.

Notes to Consolidated Financial Statements

December 31, 2013 and 2012

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. Fair value adjustments on mortgage servicing rights were $33,649 and $0 at December 31, 2013 and 2012.

Foreclosed Assets Held for Sale

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. Fair value adjustments on real estate owned were $0 and $(56,193) at December 31, 2013 and 2012.

Unobservable (Level 3) Inputs

The following table presents quantitative information about unobservable inputs used in nonrecurring Level 3 fair value measurements.


	Fair Value at December 31, 2013		Valuation Technique	Unobservable Inputs	Range (Weighted Average)

Collateral-dependent impaired loans	$	1,219,185	Market comparable properties	Marketability discount		20% – 30%(25%)

Mortgage servicing rights	$	673,576	Discounted cash flow	Discount rate PSA standard prepayment model rate		8% - 12.5% (10.24%) 144 – 342 (164)


	Fair Value at December 31, 2012		Valuation Technique	Unobservable Inputs	Range (Weighted Average)

Foreclosed assets	$	137,193	Market comparable properties	Comparability adjustments		(26%)
Collateral-dependent impaired loans	$	1,032,580	Market comparable properties	Marketability discount		20% – 30%(25%)

Jacksonville Bancorp, Inc.

Notes to Consolidated Financial Statements

December 31, 2013 and 2012

Fair Value of Other 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 December 31, 2013 and 2012:

			December 31, 2013
			Fair Value Measurements Using
	Carrying Amount		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (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		—		210,226		—

Unrecognized financial instruments (net of contract amount)
Commitments to originate loans		—		—		—		—
Letters of credit		—		—		—		—
Lines of credit		—		—		—		—

Jacksonville Bancorp, Inc.

Notes to Consolidated Financial Statements

December 31, 2013 and 2012

			December 31, 2012
			Fair Value Measurements Using
	Carrying Amount		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)

Financial assets
Cash and cash equivalents	$	7,293,711	$	7,293,711	$	—	$	—
Interest-earning time deposits in banks		2,972,000		—		2,972,000		—
Other investments		96,041		—		96,041		—
Loans held for sale		711,986		—		711,986		—
Loans, net of allowance for loan losses		173,753,059		—		—		172,609,490
Federal Home Loan Bank stock		1,113,800		—		1,113,800		—
Interest receivable		2,053,472		—		2,053,472		—

Financial liabilities
Deposits		258,520,729		—		135,656,067		125,864,749
Short-term borrowings		12,740,610		—		12,740,610		—
Advances from borrowers for taxes and insurance		832,345		—		832,345		—
Interest payable		276,757		—		276,757		—

Unrecognized financial instruments (net of contract amount)
Commitments to originate loans		—		—		—		—
Letters of credit		—		—		—		—
Lines of credit		—		—		—		—

Jacksonville Bancorp, Inc.

Notes to Consolidated Financial Statements

December 31, 2013 and 2012

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-Earning Time Deposits in Banks, 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.

Jacksonville Bancorp, Inc.

Notes to Consolidated Financial Statements

December 31, 2013 and 2012

Note 18:

Significant Estimates and Concentrations

Accounting principles generally accepted in the United States of America require disclosure of certain significant estimates and current vulnerabilities due to certain concentrations. Estimates related to the allowance for loan losses are reflected in the note regarding loans. Current vulnerabilities due to certain concentrations of credit risk are discussed in the note on commitments and credit risk. Other significant estimates not discussed in those notes include:

General Litigation

The Company is subject to claims and lawsuits that arise primarily in the ordinary course of business. It is the opinion of management that the disposition or ultimate resolution of such claims and lawsuits will not have a material adverse effect on the consolidated financial position, results of operations and cash flows of the Company.

Current Economic Conditions

The current protracted economic decline continues to present financial institutions with circumstances and challenges, which in some cases have resulted in large and unanticipated declines in the fair values of investments and other assets, constraints on liquidity and capital and significant credit quality problems, including severe volatility in the valuation of real estate and other collateral supporting loans.

At December 31, 2013 and 2012, the Company held $10,559,593 and $10,982,491 in agricultural production loans and $35,005,662 and $37,392,116, respectively in agricultural real estate loans in the Company’s geographic area. Generally, those loans are collateralized by assets of the borrower. The loans are expected to be repaid from cash flows or from proceeds of sale of selected assets of the borrowers. Declines in prices for corn, beans, livestock and farmland could significantly affect the repayment ability for many agricultural loan customers.

At December 31, 2013 and 2012, the Company held $38,920,692 and $30,973,177 in commercial real estate, respectively, including $6,918,851 and $4,162,724 that are outside of the Company’s normal lending area. Due to national, state and local economic conditions, values for commercial and development real estate have declined significantly, and the market for these properties is depressed.

The accompanying consolidated financial statements have been prepared using values and information currently available to the Company.

Given the volatility of current economic conditions, the values of assets and liabilities recorded in the consolidated financial statements could change rapidly, resulting in material future adjustments in asset values, the allowance for loan losses and capital that could negatively impact the Company’s ability to meet regulatory capital requirements and maintain sufficient liquidity. Furthermore, the Company’s regulators could require material adjustments to asset values or the allowance for loan losses for regulatory capital purposes that could affect the Company’s measurement of regulatory capital and compliance with the capital adequacy guidelines under the regulatory framework for prompt corrective action.

Jacksonville Bancorp, Inc.

Notes to Consolidated Financial Statements

December 31, 2013 and 2012

Goodwill

As discussed in Note 1, the Company annually tests its goodwill for impairment. At the most recent testing date, the fair value of the banking reporting unit exceeded its carrying value. Estimated fair value was based principally on forecasts of future income. Management believes it has applied reasonable judgment in developing its estimates; however, unforeseen negative changes in the national, state or local economic environment may negatively impact those estimates in the near term.

Note 19:

Commitments and Credit Risk

The Company grants agribusiness, commercial and residential loans to customers in Cass, Morgan, Macoupin, Montgomery and surrounding counties in Illinois. The Company’s loans are generally secured by specific items of collateral including real property, consumer assets and business assets. Although the Company has a diversified loan portfolio, a substantial portion of its debtors’ ability to honor their contracts is dependent upon economic conditions and the agricultural economy in these counties. The Company also purchases participation loans from out of territory areas.

Commitments to Originate Loans

Commitments to originate loans 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 a portion of the commitments may expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Each customer’s creditworthiness is evaluated on a case-by-case basis. The amount of collateral obtained, if deemed necessary, is based on management’s credit evaluation of the counterparty. Collateral held varies, but may include accounts receivable, inventory, property, plant and equipment, commercial real estate and residential real estate.

At December 31, 2013 and 2012, the Company had outstanding commitments to originate loans aggregating approximately $9,242,300 and $4,730,883, respectively. The commitments extended over varying periods of time with the majority being disbursed within a one-year period. Loan commitments at fixed rates of interest amounted to $4,676,300 and $4,186,883 at December 31, 2013 and 2012, respectively, with the remainder at floating market rates. The range of fixed rates was 3.50% to 9.75% as of December 31, 2013.

Jacksonville Bancorp, Inc.

Notes to Consolidated Financial Statements

December 31, 2013 and 2012

Standby Letters of Credit

Standby letters of credit are irrevocable conditional commitments issued by the Company to guarantee the performance of a customer to a third party. Financial standby letters of credit are primarily issued to support public and private borrowing arrangements, including commercial paper, bond financing and similar transactions. Performance standby letters of credit are issued to guarantee performance of certain customers under non-financial contractual obligations. The credit risk involved in issuing standby letters of credit is essentially the same as that involved in extending loans to customers. Should the Company be obliged to perform under the standby letters of credit, the Company may seek recourse from the customer for reimbursement of amounts paid.

The Company had total outstanding standby letters of credit amounting to $360,000 and $368,390 at December 31, 2013 and 2012, respectively, with terms of one year or less. At December 31, 2013 and 2012, the Company’s deferred revenue under standby letters of credit agreements was nominal.

Lines of Credit

Lines of credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Lines of credit generally have fixed expiration dates. Since a portion of the line may expire without being drawn upon, the total unused lines do not necessarily represent future cash requirements. Each customer’s creditworthiness is evaluated on a case-by-case basis. The amount of collateral obtained, if deemed necessary, is based on management’s credit evaluation of the counterparty. Collateral held varies but may include accounts receivable, inventory, property, plant and equipment, commercial real estate and residential real estate. Management uses the same credit policies in granting lines of credit as it does for on-balance-sheet instruments.

At December 31, 2013, the Company had unused lines of credit to borrowers aggregating approximately $22,038,305 and $10,413,745 for commercial lines and open-ended consumer lines, respectively. At December 31, 2012, unused lines of credit to borrowers aggregated approximately $18,402,387 for commercial lines and $11,625,113 for open-ended consumer lines.

Jacksonville Bancorp, Inc.

Notes to Consolidated Financial Statements

December 31, 2013 and 2012


Note 20:	Quarterly Results of Operations (Unaudited)

	Year Ended December 31, 2013
	Three Months Ended
	December 31		September 30		June 30		March 31

Interest income	$	3,139,867	$	3,061,017	$	2,924,714	$	2,952,167
Interest expense		415,265		439,617		454,298		472,091
Net interest income		2,724,602		2,621,400		2,470,416		2,480,076
Provision for loan losses		130,000		10,000		—		30,000
Net interest income after provision for loan losses		2,594,602		2,611,400		2,470,416		2,450,076
Noninterest income		918,665		1,010,359		1,027,808		1,486,038
Noninterest expense		2,650,580		2,564,351		2,467,610		2,484,879
Income before income taxes		862,687		1,057,408		1,030,614		1,451,235
Income tax expense		207,234		271,739		270,539		438,787

Net income	$	655,453	$	785,669	$	760,075	$	1,012,448

Basic earnings per share	$	0.36	$	0.43	$	0.41	$	0.54
Diluted earnings per share	$	0.36	$	0.42	$	0.41	$	0.54

Jacksonville Bancorp, Inc.

Notes to Consolidated Financial Statements

December 31, 2013 and 2012

	Year Ended December 31, 2012
	Three Months Ended
	December 31		September 30		June 30		March 31

Interest income	$	3,089,887	$	3,191,157	$	3,228,298	$	3,281,891
Interest expense		530,349		577,505		587,610		607,536
Net interest income		2,559,538		2,613,652		2,640,688		2,674,355
Provision for loan losses		120,000		120,000		170,000		80,000
Net interest income after provision for loan losses		2,439,538		2,493,652		2,470,688		2,594,355
Noninterest income		1,232,387		1,359,673		1,185,783		1,104,385
Noninterest expense		2,642,551		2,405,602		2,510,695		2,417,102
Income before income taxes		1,029,374		1,447,723		1,145,776		1,281,638
Income tax expense		254,015		417,870		298,713		366,889

Net income	$	775,359	$	1,029,853	$	847,063	$	914,749

Basic earnings per share	$	0.40	$	0.55	$	0.45	$	0.49
Diluted earnings per share	$	0.40	$	0.55	$	0.45	$	0.49

Jacksonville Bancorp, Inc.

Notes to Consolidated Financial Statements

December 31, 2013 and 2012


Note 21:	Condensed Financial Information (Parent Company Only)

Presented below is condensed financial information as to financial position, results of operations and cash flows of the Company:

Condensed Balance Sheets

	December 31,
	2013		2012
Assets
Cash and due from banks	$	3,479,895	$	4,083,024
Investment in common stock of subsidiary		37,426,345		39,649,911
Loan receivable from subsidiary		291,037		326,564
Other assets		130,137		118,690

Total assets	$	41,327,414	$	44,178,189

Liabilities
Other liabilities	$	188,618	$	57,860

Stockholders’ Equity		41,138,796		44,120,329

Total liabilities and stockholders’ equity	$	41,327,414	$	44,178,189

Jacksonville Bancorp, Inc.

Notes to Consolidated Financial Statements

December 31, 2013 and 2012

Condensed Statements of Income and Comprehensive Income (Loss)

	Year Ending December 31,
	2013			2012
Income
Dividends from subsidiary	$	1,500,000		$	1,000,000
Other income		14,177			21,110

Total income		1,514,177			1,021,110

Expenses
Other expenses		465,624			417,781

Income Before Income Tax and Equity in Undistributed Income of Subsidiary		1,048,553			603,329

Income Tax Benefit		(182,847	)		(162,099	)

Income Before Equity in Undistributed Income of Subsidiary		1,231,400			765,428

Equity in Undistributed Income of Subsidiary		1,982,245			2,801,596

Net Income	$	3,213,645		$	3,567,024

Comprehensive Income (Loss)	$	(1,069,912	)	$	3,791,127

Jacksonville Bancorp, Inc.

Notes to Consolidated Financial Statements

December 31, 2013 and 2012

Condensed Statements of Cash Flows

	Year Ending December 31,
	2013			2012
Operating Activities
Net income	$	3,213,645		$	3,567,024
Items not providing cash, net		(1,982,245	)		(2,801,596	)
Stock-based compensation expense		90,162			67,931
Change in other assets and liabilities, net		112,013			(156,994	)

Net cash provided by operating activities		1,433,575			676,365

Investing Activity
Loan payment from subsidiary		35,527			34,409

Net cash provided by investing activities		35,527			34,409

Financing Activities
Dividends paid		(565,526	)		(748,896	)
Stock repurchase		(1,596,959	)		(230,520	)
Exercise of stock options		90,254			16,790

Net cash used in financing activities		(2,072,231	)		(962,626	)

Net Change in Cash and Cash Equivalents		(603,129	)		(251,852	)

Cash and Cash Equivalents at Beginning of Year		4,083,024			4,334,876

Cash and Cash Equivalents at End of Year	$	3,479,895		$	4,083,024

Common Stock Information

Our common stock is traded on the Nasdaq Capital Market under the symbol “JXSB”. As of December 31, 2013, we had approximately 743 stockholders of record, including brokers, who held 1,832,860 shares of our outstanding shares of common stock.

The following table sets forth market price and dividend information for our common stock for the two years in the period ending December 31, 2013.

	Price Per Share				Cash
	High		Low		Dividend Declared

2013

Fourth quarter	$	19.78	$	19.28	$	0.080
Third quarter		19.99		19.00		0.075
Second quarter		19.80		18.75		0.075
First quarter		19.80		17.25		0.075

2012

Fourth quarter	$	17.35	$	16.50	$	0.175
Third quarter		17.10		15.55		0.075
Second quarter		17.75		15.09		0.075
First quarter		15.20		13.75		0.075

For a discussion of the restrictions on the Company’s ability to pay dividends, see Note 12 to the Consolidated Financial Statements.

Directors and Executive Officers


Directors	Executive Officers
Andrew F. Applebee Chairman of the Board	Andrew F. Applebee Chairman of the Board

Richard A. Foss President and Chief Executive Officer	Richard A. Foss President and Chief Executive Officer

John C. Williams Senior Vice President and Trust Officer	John C. Williams Senior Vice President and Trust Officer

John M. Buchanan Certified Funeral Service Practitioner Buchanan & Cody Funeral Home and Crematory, Inc.	John D. Eilering Vice President – Operations / Corporate Secretary

Peggy S. Davidsmeyer Administrator Knollwood Retirement Village	Laura A. Marks Senior Vice President – Retail Banking

Harmon B. Deal, III Investment Advisor L.A. Burton & Associates	Chris A. Royal Senior Vice President and Chief Lending Officer

John L. Eyth Certified Public Accountant Zumbahlen Eyth Surratt Foote & Flynn, Ltd.	Diana S. Tone Chief Financial Officer

Dean H. Hess Self-employed farmer

Corporate Information


Corporate Headquarters	Transfer Agent

1211 West Morton	Hickory Point Bank & Trust, fsb
Jacksonville, Illinois 62650	P.O. Box 2557
(217) 245-4111	Decatur, Illinois 62525-2557
Website: www.jacksonvillesavings.com	(217) 872-6373
E-mail: info@jacksonvillesavings.com

Special Counsel	Independent Registered Public Accounting Firm

Luse Gorman Pomerenk & Schick, P.C.	BKD, LLP
5335 Wisconsin Ave., N.W., Suite 780	225 North Water Street, Suite 400
Washington, D.C. 20015	Decatur, Illinois 62525-1580
(202) 274-2000	(217) 429-2411

Annual Meeting

The Annual Meeting of the Stockholders will be held April 22, 2014 at 1:30 p.m., central time, at our main office at 1211 West Morton, Jacksonville, Illinois.

General Inquiries

A copy of our Annual Report to the SEC on Form 10-K may be obtained without charge by written request of stockholders to Diana Tone or by calling us at (217) 245-4111. The Form 10-K is also available on our website at www.jacksonvillesavings.com. Our Code of Ethics, Nominating and Corporate Governance Committee Charter, Compensation Committee Charter, and Beneficial Ownership reports of our directors and executive officers are also available on our website.

FDIC Disclaimer

This Annual Report has not been reviewed or confirmed for accuracy or relevance by the FDIC.