Edgar Filing: JACKSONVILLE BANCORP INC /FL/

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended June 30, 2008

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from __________ to ____________.

Commission file number 000-30248

JACKSONVILLE BANCORP, INC.

(Exact name of registrant as specified in its charter)

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

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

(Address of principal executive offices)

(904) 421-3040

(Registrant’s telephone number)

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

Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

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

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

Yes o No x

As of August 7, 2008, the latest practicable date, 1,748,799 of the Registrant’s common shares, $.01 par value, were issued and outstanding.

JACKSONVILLE BANCORP, INC.

TABLE OF CONTENTS

		Page

PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements

	Consolidated Balance Sheets	3

	Consolidated Statements of Income	4

	Consolidated Statements of Changes in Shareholders’ Equity	5

	Consolidated Statements of Cash Flows	6

	Notes to Consolidated Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	23

Item 4.	Controls and Procedures	23

Part II – Other Information

Item 1.	Legal Proceedings	24

Item 1A.	Risk Factors	24

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25

Item 3.	Defaults Upon Senior Securities	25

Item 4.	Submission of Matters to a Vote of Security Holders	25

Item 5.	Other Information	25

Item 6.	Exhibits	25

SIGNATURES		27

EXHIBIT INDEX		28

CERTIFICATIONS
	Certification of Gilbert J. Pomar, III	30
	Certification of Valerie A. Kendall	31
	Certification under Section 906 of the Sarbanes-Oxley Act of 2002	32

JACKSONVILLE BANCORP, INC.
PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except per share amounts)

	June 30,			December 31,
	2008			2007
	(Unaudited)
ASSETS
Cash and due from banks	$	5,782		$	5,584
Federal funds sold		242			451
Total cash and cash equivalents		6,024			6,035
Securities available for sale		28,246			29,727
Securities held to maturity		50			50
Loans, net of allowance for loan losses of $4,213 at 2008 and $3,116 at 2007		370,094			339,265
Premises and equipment, net		4,137			4,342
Bank-owned life insurance (BOLI)		8,612			5,010
Federal Home Loan Bank (FHLB) stock		2,681			3,638
Accrued interest receivable		2,069			2,275
Other assets		2,324			1,620

Total assets	$	424,237		$	391,962

LIABILITIES
Deposits
Noninterest bearing	$	39,427		$	35,382
Money market, NOW and savings deposits		108,091			116,181
Time deposits		185,330			137,330
Total deposits		332,848			288,893
FHLB advances		43,900			67,830
Federal funds purchased		6,000			—
Subordinated debt		14,550			7,000
Accrued expenses and other liabilities		697			1,610
Total liabilities		397,995			365,333

SHAREHOLDERS’ EQUITY
Common stock, $.01 par value, 8,000,000 shares authorized, 1,748,799 and 1,747,981 shares issued		17			17
Additional paid-in capital		18,537			18,459
Retained earnings		7,855			8,186
Treasury stock, 874 and 1,650 shares		(17	)		(40	)
Accumulated other comprehensive income		(150	)		7
Total shareholders’ equity		26,242			26,629

Total liabilities and shareholders’ equity	$	424,237		$	391,962

See accompanying notes to unaudited consolidated financial statements.

JACKSONVILLE BANCORP, INC.

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(Dollars in thousands, except per share amounts)

	Three Months Ended					Six Months Ended
	June 30,					June 30,
	2008			2007		2008			2007
Interest and dividend income
Loans, including fees	$	5,846		$	6,259	$	12,235		$	11,986
Securities		356			340		734			640
Other		7			13		33			29
Total interest income		6,209			6,612		13,002			12,655

Interest expense
Deposits	$	2,780		$	3,120	$	5,782		$	5,824
FHLB advances		394			360		832			628
Subordinated debt		106			139		233			274
Other		2			4		3			8
Total interest expense		3,282			3,623		6,850			6,734

Net interest income		2,927			2,989		6,152			5,921
Provision for loan losses		1,755			201		2,118			448

Net interest income after provision for loan losses		1,172			2,788		4,034			5,473

Noninterest income
Service charges on deposit accounts		158			150		326			301
Other income		102			135		186			276
Total noninterest income		260			285		512			577

Noninterest expense
Salaries and employee benefits		1,125			1,038		2,287			2,075
Merger costs		430			—		430			—
Occupancy and equipment		442			460		889			906
Other		825			452		1,532			1,075
Total noninterest expense		2,822			1,950		5,138			4,056

Income (loss) before income taxes		(1,390	)		1,123		(592	)		1,994
Income tax expense (benefit)		(550	)		429		(289	)		757
Net income (loss)	$	(840	)	$	694	$	(303	)	$	1,237

Weighted average:
Common shares		1,748,350			1,742,673		1,747,989			1,742,793
Dilutive stock options and warrants		—			77,146		—			78,362
Dilutive shares		1,748,350			1,819,819		1,747,989			1,821,155

Basic earnings (loss) per common share	$	(.48	)	$	.40	$	(.17	)	$	.71
Diluted earnings (loss) per common share	$	(.48	)	$	.38	$	(.17	)	$	.68

See accompanying notes to unaudited consolidated financial statements.

JACKSONVILLE BANCORP, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(Unaudited)

(Dollars in thousands)

	Common Stock					Additional								Accumulated Other
	Outstanding					Paid-In		Retained			Treasury Stock			Comprehensive
	Shares			Amount		Capital		Earnings			Amount			Income (Loss)			Total


Balance at January 1, 2007		1,741,688		$	17	$	18,230	$	5,241		$	(57	)	$	(293	)	$	23,138

Comprehensive income:
Net income (loss)									1,237									1,237
Change in unrealized gain (loss) on securities available for sale, net of tax effects															(194	)		(194	)
Total comprehensive income																		1,043

Purchase of treasury stock		(3,320	)									(108	)					(108	)

Issuance of treasury stock		3,300					—		(2	)		114						112

Share-based compensation expense							90											90

Balance at June 30, 2007		1,741,668		$	17	$	18,320	$	6,476		$	(51	)	$	(487	)	$	24,275

Balance at January 1, 2008		1,746,331		$	17	$	18,459	$	8,186		$	(40	)	$	7		$	26,629

Comprehensive income:
Net income (loss)									(303	)								(303	)
Change in unrealized gain (loss) on securities available for sale, net of tax effects															(157	)		(157	)
Total comprehensive income																		(460	)

Purchase of treasury stock		(2,224	)									(49	)					(49	)

Issuance of treasury stock		3,000					22		(28	)		72						66

Share-based compensation expense							53											53

Common stock issued		618																—

Exercise of common stock options		200					3											3

Balance at June 30, 2008		1,747,925		$	17	$	18,537	$	7,855		$	(17	)	$	(150	)	$	26,242

See accompanying notes to unaudited consolidated financial statements.

JACKSONVILLE BANCORP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Dollars in thousands)

	Six Months Ended
	June 30,
	2008			2007
Cash flows from operating activities
Net income (loss)	$	(303	)	$	1,237
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization		263			278
Net amortization of deferred loan fees		32			74
Provision for loan losses		2,118			448
Premium amortization, net of accretion		(7	)		11
Earnings on Bank Owned Life Insurance		(102	)		(87	)
Share-based compensation		122			202
Loss on disposal of assets		38			—
Net change in accrued interest receivable and other assets		(430	)		21
Net change in accrued expenses and other liabilities		(913	)		(7	)
Net cash from operating activities		818			2,177

Cash flows from investing activities
Purchases of securities available for sale		(3,000	)		(2,620	)
Proceeds from maturities, calls and paydown of securities available for sale		4,236			1,770
Loan (originations) payments, net		(32,979	)		(39,041	)
Investment in Bank Owned Life Insurance		(3,500	)		—
Additions to premises and equipment, net		(69	)		(81	)
Net change in Federal Home Loan Bank stock		957			(1,155	)
Net cash from investing activities		(34,355	)		(41,127	)

Cash flows from financing activities
Net change in deposits		43,955			18,591
Net change in overnight FHLB advances		(9,930	)		7,000
Net change in Fed funds purchased		6,000			(182	)
Proceeds from issuance of subordinated debt		7,550			—
Proceeds from fixed rate FHLB advances		—			16,000
Repayment of fixed rate FHLB advance		(14,000	)		—
Purchase of treasury stock		(49	)		(108	)
Net cash from financing activities		33,526			41,301

Net change in cash and cash equivalents		(11	)		2,351
Cash and cash equivalents at beginning of period		6,035			4,478

Cash and cash equivalents at end of period	$	6,024		$	6,829

Supplemental disclosures of cash flow information
Cash paid during the period for
Interest	$	7,000		$	6,545
Income taxes		795			645

See accompanying notes to unaudited consolidated financial statements.

JACKSONVILLE BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Dollars in thousands, except per share amounts)

NOTE 1 - BASIS OF PRESENTATION

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

The consolidated financial statements include the accounts of Jacksonville Bancorp, Inc. and its wholly owned subsidiary, The Jacksonville Bank, and The Jacksonville Bank’s wholly owned subsidiary, Fountain Financial, Inc. The consolidated entity is referred to as the “Company” and The Jacksonville Bank and its subsidiary are collectively referred to as the “Bank.” The Company’s financial condition and operating results principally reflect those of the Bank. All intercompany balances and amounts have been eliminated. For further information refer to the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2007, as filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 27, 2008.

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

The consolidated financial information included herein as of and for the periods ended June 30, 2008 and 2007 is unaudited; however, such information reflects all adjustments which are, in the opinion of management, necessary for a fair statement of results for the interim periods. The December 31, 2007 consolidated balance sheet was derived from the Company's December 31, 2007 audited consolidated financial statements.

Adoption of New Accounting Standards

In September 2006, the FASB issued Statement No. 157, Fair Value Measurements. This Statement defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. This Statement establishes a fair value hierarchy about the assumptions used to measure fair value and clarifies assumptions about risk and the effect of a restriction on the sale or use of an asset. The standard is effective for fiscal years beginning after November 15, 2007. In February 2008, the FASB issued Staff Position (FSP) 157-2, Effective Date of FASB Statement No. 157. This FSP delays the effective date of FAS 157 for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value on a recurring basis (at least annually) to fiscal years beginning after November 15, 2008, and interim periods within those fiscal years. The impact of adoption was not material.

In February 2007, the FASB issued Statement No. 159, The Fair Value Option for Financial Assets and Financial Liabilities. The standard provides companies with an option to report selected financial assets and liabilities at fair value and establishes presentation and disclosure requirements designed to facilitate comparisons between companies that choose different measurement attributes for similar types of assets and liabilities. The Company did not elect the fair value option for any financial assets or financial liabilities as of January 1, 2008, the effective date of the standard.

JACKSONVILLE BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Dollars in thousands, except per share amounts)

In September 2006, the FASB Emerging Issues Task Force finalized Issue No. 06-4, Accounting for Deferred Compensation and Postretirement Benefit Aspects of Endorsement Split-Dollar Life Insurance Arrangements. This issue requires that a liability be recorded during the service period when a split-dollar life insurance agreement continues after participants’ employment or retirement. The required accrued liability will be based on either the post-employment benefit cost for the continuing life insurance or based on the future death benefit depending on the contractual terms of the underlying agreement. This issue is effective for fiscal years beginning after December 15, 2007. The adoption of EITF 06-4 had no material impact on the financial statements.

NOTE 2 - LOAN PORTFOLIO COMPOSITION

The composition of the Bank’s loan portfolio at June 30, 2008 and December 31, 2007 is indicated below along with the growth from the prior year end.

							% Increase (Decrease)
	Total Loans			Total Loans			from December 31, 2007
	June 30, 2008			December 31, 2007			to June 30, 2008
Real estate mortgage loans:
Commercial	$	221,960		$	210,614			5.4	%
Residential		84,721			75,141			12.7	%
Construction⁽¹⁾		32,830			29,737			10.4	%
Farmland		2,582			2,325			11.1	%
Commercial loans		28,190			20,291			38.9	%
Consumer loans		4,415			4,631			(4.7	)%
Subtotal		374,698			342,739			9.3	%
Less: Net deferred loan fees		(391	)		(358	)		9.2	%
Total	$	374,307		$	342,381			9.3	%

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

JACKSONVILLE BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Dollars in thousands, except per share amounts)

NOTE 3 - ALLOWANCE FOR LOAN LOSSES

Activity in the allowance for loan losses for the six months ended June 30, 2008 and 2007 follows:

	Six Months Ended June 30,
	2008			2007

Balance, January 1	$	3,116		$	2,621
Provisions for loan losses charged to expense		2,118			448
Loans charged off		(1,026	)		(24	)
Recoveries of loans previously charged off		5			3
Balance, June 30	$	4,213		$	3,048

Impaired loans were as follows:

	June 30,		December 31,
	2008		2007
Loans with no allocated allowance for loan losses	$	478	$	590

Loans with allocated allowance for loan losses		9,016		100

Total	$	9,494	$	690

Amount of the allowance for loan losses allocated	$	803	$	50

JACKSONVILLE BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Dollars in thousands, except per share amounts)

NOTE 4 - CAPITAL ADEQUACY

Federal banking regulators have established certain capital adequacy standards required to be maintained by banks and bank holding companies. The minimum requirements established in the regulations are set forth in the table below, along with the actual ratios at June 30, 2008 and December 31, 2007:

	Actual					For Capital Adequacy Purposes					To Be Well Capitalized Under Prompt Corrective Action Provisions
	Amount		Ratio			Amount		Ratio			Amount		Ratio
June 30, 2008
Total Capital to risk weighted assets
Consolidated	$	45,156		11.91	%	$	30,338		8.00	%		N/A		N/A
Bank		39,874		10.50	%		30,389		8.00	%	$	37,986		10.00	%

Tier 1 (Core) Capital to Risk weighted assets
Consolidated		35,101		9.26	%		15,169		4.00	%		N/A		N/A
Bank		35,660		9.39	%		15,195		4.00	%		22,792		6.00	%

Tier 1 (Core) Capital to average assets
Consolidated		35,101		8.40	%		16,716		4.00	%		N/A		N/A
Bank		35,660		8.54	%		16,706		4.00	%		20,882		5.00	%

December 31, 2007
Total Capital to risk weighted assets
Consolidated	$	36,739		10.60	%	$	27,715		8.00	%		N/A		N/A
Bank		35,313		10.16	%		27,819		8.00	%	$	34,774		10.00	%

Tier 1 (Core) Capital to Risk weighted assets
Consolidated		33,623		9.70	%		13,858		4.00	%		N/A		N/A
Bank		32,197		9.26	%		13,910		4.00	%		20,864		6.00	%

Tier 1 (Core) Capital to average assets
Consolidated		33,623		8.68	%		15,487		4.00	%		N/A		N/A
Bank		32,197		8.31	%		15,496		4.00	%		19,370		5.00	%

In addition, under such standards, a well-capitalized bank is one that has a total risk-based capital ratio equal to or greater than 10%, a Tier 1 risk-based capital ratio equal to or greater than 6%, and a Tier 1 leverage capital ratio equal to or greater than 5%. Management believes, as of June 30, 2008, that the Bank is well capitalized for prompt corrective action purposes. The Company has included in Tier 1 Capital and Total Capital the trust preferred securities that were issued in June 2004, December 2006 and June 2008.

10.

JACKSONVILLE BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Dollars in thousands, except per share amounts)

NOTE 5 - FEDERAL HOME LOAN BANK ADVANCES

At June 30, 2008 and December 31, 2007, advances from the Federal Home Loan Bank (FHLB) were as follows:

	2008		2007
Overnight advance maturing daily at a daily variable rate of 2.57% and 4.40% at June 30, 2008 and December 31, 2007, respectively	$	18,900	$	28,830

Advances maturing January 11, 2008 at a fixed rate of 5.26%		—		6,000

Advances maturing January 26, 2008 at a fixed rate of 4.65%		—		5,000

Advances maturing April 11, 2008 at a fixed rate of 4.36%		—		3,000

Advances maturing July 28, 2008 at a fixed rate of 4.59%		5,000		5,000

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

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

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

Convertible advances maturing October 4, 2010 with a quarterly call option beginning October 6, 2008 at a fixed rate of 4.15%		5,000		5,000
	$	43,900	$	67,830

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

11.

JACKSONVILLE BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Dollars in thousands, except per share amounts)

NOTE 6 - FAIR VALUE

Statement 157 establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

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

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

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

Assets measured at fair value on a recurring basis as summarized below:

			Fair Value Measurements at June 30, 2008 Using
	June 30, 2008		Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
Assets:
Securities available for sale	$	28,246		—	$	28,246		—

Security fair values are based on market prices or dealer quotes on securities with similar characteristics.

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

			Fair Value Measurements at June 30, 2008 Using
	June 30, 2008		Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
Assets:
Impaired Loans	$	8,213		—	$	8,213		—

The following represent impairment charges recognized during the period:

Impaired loans, which are measured for impairment using discounted cash flows or the fair value of the collateral for collateral dependent loans, had a carrying amount of $9,016, with a valuation allowance of $803, resulting in an additional provision for loan losses of $736 for the period. Additional impaired loans, not measured using levels of inputs to measure fair value, had a carrying amount of $478. Collateral dependent impaired loans, valued under Level 2, were measured using current appraised values along with information on recent market transactions; loans valued under Level 3 were valued based on the present value of expected future cash flows.

12.

JACKSONVILLE BANCORP, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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

General

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

Forward Looking Statements

“Management's Discussion and Analysis of Financial Condition and Results of Operations” and “Quantitative and Qualitative Disclosures About Market Risk” contain various forward-looking statements with respect to financial performance and business matters. Such statements are generally contained in sentences including the words or phrases “will likely result,” “are expected to,” “is anticipated,” or “estimate,” “project” or “believe.” The Company cautions that these forward-looking statements are subject to numerous assumptions, risks and uncertainties, including changes in local economic conditions, changes in regulatory requirements, fluctuations in interest rates, demand for products, and competition, and, therefore, actual results could differ materially from those contemplated by the forward-looking statements. In addition, the Company assumes no duty to update forward-looking statements to reflect events or circumstances after the date of such statements.

Business Strategy

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

Our goal is to sustain profitable, controlled growth by focusing on increasing our loan and deposit market share in the Northeast Florida market by developing new financial products, services and delivery channels; closely managing yields on interest-earning assets and rates on interest-bearing liabilities; focusing on noninterest income opportunities; controlling the growth of noninterest expenses; and maintaining strong asset quality. We have initiated programs to expand our scope of services and achieve these goals. The Bank has adopted a philosophy of seeking out and retaining the best available personnel for positions of responsibility which we believe will provide us with a competitive edge in the local banking industry. The Bank opened its fourth and fifth locations in 2006 in key areas of Jacksonville, which provide additional visibility and access to businesses and individuals, that will likely result in additional loan and deposit opportunities.

13.

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

In the six months of 2008, the Federal Reserve reduced the federal funds rate four times. At December 31, 2007, the federal funds rate was 4.25%. The Federal Reserve reduced the federal funds rate to 3.50% on January 22, 2008, to 3.0% on January 30, 2008, to 2.25% on March 18, 2008 and to 2.0% on April 30, 2008. In anticipation, the Company positioned itself to be in a slightly liability sensitive position, which means the pricing on our earning assets will reset to the lower short-term rates at a slower pace than our interest bearing liabilities. This position would typically have a positive impact on the net interest margin. However, other variables, such as liquidity needs, competition and the need to pursue alternative funding sources, have offset the benefits of the pricing resets.

On January 28, 2008, Bancorp entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Heritage Bancshares, Inc. (“Heritage”) pursuant to which, subject to the satisfaction or waiver of the conditions contained therein, Heritage would merge with and into Bancorp (the “Merger”), with Bancorp remaining as the surviving entity.

On June 24, 2008, Bancorp announced that, through mutual agreement, the Merger Agreement with Heritage had been terminated. Both companies attributed the amicable termination of the deal to the current economic climate in the banking industry which changed the benefits of the merger for their respective stockholders.

Introduction

In the following pages, management presents an analysis of the financial condition of the Company as of June 30, 2008 compared to December 31, 2007, and the results of operations for the six months ended June 30, 2008 compared with the same period in 2007. This discussion is designed to provide a more comprehensive review of the operating results and financial position than could be obtained from an examination of the financial statements alone. This analysis should be read in conjunction with the interim financial statements and related footnotes included herein.

14.

Comparison of Financial Condition at June 30, 2008 and December 31, 2007

Total assets increased $32.2 million, or 8.2%, from $392 million at December 31, 2007 to $424.2 million at June 30, 2008. During the six months ended June 30, 2008, the Company experienced net loan growth of $30.8 million, or 9.1%. The increase in net loans was driven by increases in commercial real estate loans of $11.3 million, or 5.4%, residential real estate loans of $9.6 million, or 12.7%, construction real estate loans of $3.1 million, or 10.4%, and commercial loans of $7.9 million, or 38.9%. The Company funded the increase in earning assets through an increase in deposits of $43.9 million, an increase in federal funds purchased of $6.0 million and an increase of subordinated debt of $7.5 million offset by a decrease in FHLB advances by $23.9 million.

Total deposits increased $43.9 million, or 15.2%, from $288.9 million at December 31, 2007 to $332.8 million at June 30, 2008. During the six months ended June 30, 2008, noninterest-bearing deposits increased $4.0 million to $39.4 million. Money market, NOW and savings deposits decreased $8.1 million to $108.1 million. Time deposits increased $48.0 million to $185.0 million.

Investment securities available for sale decreased $1.5 million to $28.2 million at June 30, 2008. During the six months ended June 30, 2008, we purchased $3.0 million of securities and received $4.2 million in proceeds from maturities, calls and principal repayments. Of the $3.0 million purchased in the current year, approximately $1.3 million was invested in mortgage-backed securities and $1.7 million was invested in U.S. government agency securities.

Bank-owned life insurance increased $3.6 million primarily due to the purchase of an additional $3.5 million BOLI contract entered into by the Bank during the second quarter.

Subordinated debt increased by $7.6 million as a result of a private placement offering of trust preferred securities. The securities were issued at a rate 3.75% over 90-day LIBOR rates. The Company has treated the trust preferred securities as Tier 1 capital up to the maximum amount allowed and the remainder as Tier 2 capital for federal regulatory purposes.

Total shareholders' equity decreased by $387,000, or 1.5%, from $26.6 million at December 31, 2007 to $26.2 million at June 30, 2008. The decrease is mainly attributable to a net loss of $303,000. At June 30, 2008, the Company had 8,000,000 authorized shares of $.01 par value common stock, of which 1,748,799 shares were issued and 1,747,925 shares were outstanding. In addition, the Company had 2,000,000 authorized shares of $.01 par value preferred stock, none of which were issued or outstanding at June 30, 2008.

Comparison of Operating Results for the Six Months Ended June 30, 2008 and 2007

Net Income

There was a net loss for the first six months of 2008 of $303,000, compared to a $1.2 million net income in the first six months of 2007. On a diluted per share basis, the net loss was $.17 for the six months ended June 30, 2008 compared to net income of $.68 for the six months ended June 30, 2007. The net loss was driven primarily by additional provisions for loan losses, lower net interest margin, and expenses related to the termination of the merger.

15.

Net Interest Income

Net interest income, the difference between interest earned on interest-earning assets and interest paid on interest-bearing liabilities, increased $231,000, or 3.9% from $5.9 million for the six months ended June 30, 2007 to $6.2 million for the six months ended June 30, 2008. This increase resulted from an increase in interest income of $347,000, offset by an increase in interest expense of $116,000, driven primarily by an increase in time deposits, our highest cost deposit category. Additional funding from short-term borrowings and FHLB advances also increased interest expense by $204,000. The primary driver in the increase in net interest income will continue to be the growth in our earning assets.

When comparing the first six months of 2008 to the same period last year, the Company experienced growth in its loan portfolio of 9.3%, compared to 13.7% for the same period in the previous year, with the most significant impact occurring in commercial loans. The Company also experienced growth in deposit products, with the largest increase occurring in time deposit accounts.

Many of the Bank’s loans are indexed to the prime rate. The lower level of the prime rate in the first six months of 2008 compared to the comparative period in 2007 is reflected in the lower average yield of the loan portfolio due to lower rates earned on variable rate loans and new loan production. The average yield on interest-earning assets for the first six months of 2008 was 6.63%, which was a decrease of 113 basis points, compared to the 7.76% yield earned during the first six months of 2007.

The average cost of interest-bearing liabilities decreased 76 basis points from 4.79% in the first six months of 2007 to 4.03% in the comparable period in 2008. The average cost of interest-bearing deposits and all interest-bearing liabilities reflect, in part, the change in the funding mix for the first six months of 2008 as compared to the same period in 2007.

The net interest margin decreased by 49 basis points from 3.63% to 3.14% when comparing the first six months of 2008 to the same period last year. This decrease is mainly the result of the rapid reduction in short-term rates by the Federal Reserve which immediately affected our variable priced loans offset by a lagging in deposit repricing due to maturities of time deposits and the competitive nature of the funding markets. Additionally, $7.8 million in loans were placed on non-accrual status during the second quarter. Furthermore, proceeds from maturity, amortization and prepayment of loans and securities continue to be invested at current market rates. The Company closely monitors its cost of funds and has taken action to reduce such costs through deposit gathering initiatives focused on generating lower cost demand, money market and savings accounts. In the current interest rate environment, the margin may contract further; however, as stated above, management has implemented various strategies to reduce the rising cost of funding.

16.

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

	Six Months Ended June 30,
	2008							2007
	Average				Average			Average				Average
	Balance		Interest		Rate			Balance		Interest		Rate
	(Dollars in thousands)
Interest-earning assets:
Loans ⁽¹⁾	$	360,561	$	12,235		6.82	%	$	299,608	$	11,986		8.07	%
Securities ⁽²⁾		31,813		734		4.64			28,343		640		4.55
Other interest-earning assets ⁽³⁾		2,191		33		3.03			777		29		7.53
Total interest-earning assets		394,565		13,002		6.63			328,728		12,655		7.76
Noninterest-earning assets ⁽⁴⁾		15,990							14,058
Total assets	$	410,555						$	342,786

Interest-bearing liabilities:
Savings deposits	$	14,816	$	234		3.18		$	10,054	$	158		3.17
NOW deposits		7,350		7		.19			7,360		6		.16
Money market deposits		90,749		1,194		2.65			126,679		2,846		4.53
Time deposits		180,645		4,347		4.84			108,232		2,814		5.24
FHLB advances		40,508		832		4.14			23,811		628		5.32
Subordinated debt		7,456		233		6.28			7,000		274		7.89
Other interest-bearing liabilities ⁽⁵⁾		286		3		2.11			246		8		6.56
Total interest-bearing liabilities		341,810		6,850		4.03			283,382		6,734		4.79
Noninterest-bearing liabilities		41,515							35,728
Shareholders' equity		27,230							23,676
Total liabilities and shareholders' equity	$	410,555						$	342,786
Net interest income			$	6,152						$	5,921
Interest rate spread ⁽⁶⁾						2.60	%						2.97	%
Net interest margin ⁽⁷⁾						3.14	%						3.63	%

⁽¹⁾	Includes nonaccrual loans.

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

⁽³⁾	Includes federal funds sold.

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

⁽⁵⁾	Includes federal funds purchased.

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

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

17.

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

	Six Months Ended June 30,
	2008 Versus 2007 ⁽¹⁾
	Increase (decrease) due to changes in:
							Net
	Volume			Rate			Change
	(Dollars in thousands)
Interest income:
Loans	$	2,226		$	(1,977	)	$	249
Securities		80			14			94
Other interest-earning assets		29			(25	)		4
Total interest income		2,335			(1,988	)		347

Interest expense:
Savings deposits		75			1			76
NOW deposits		—			1			1
Money market deposits		(671	)		(981	)		(1,652	)
Time deposits		1,757			(224	)		1,533
FHLB advances		366			(162	)		204
Subordinated debt		17			(58	)		(41	)
Other interest-bearing liabilities		1			(6	)		(5	)
Total interest expense		1,545			(1,429	)		116

Increase in net interest income	$	790		$	(559	)	$	231

⁽¹⁾	The change in interest due to both rate and volume has been allocated to the volume and rate components in proportion to the relationship of the dollar amounts of the absolute change in each.

Critical Accounting Policies

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

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

18.

Additional information with regard to the Company’s methodology and reporting of the allowance for loan losses is included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, as filed with the SEC on March 27, 2008.

Asset Quality

The Company has identified certain assets as nonperforming. These assets include nonaccruing loans, loans that are contractually past due 90 days or more as to principal or interest payments and still accruing, and foreclosed real estate. Loans are placed on nonaccrual status when management has concerns regarding its ability to collect the outstanding loan principal and interest amounts and typically when such loans are more than 90 days past due. These loans present more than the normal risk that the Company will be unable to eventually collect or realize their full carrying value. Loans are impaired when it is considered probable that management will not collect the outstanding loan principal and interest amounts according to the loan’s contractual terms or realize the full carrying value of the loan. During the first six months in 2008, the Company experienced an increase in impaired loans from $690,000 to $8.8 million driven by an increase in nonperforming loans of $8.1 million and one additional loan in the amount of $700,000 that was identified as a result of the expanded efforts of management as discussed under the Allowance and Provision for Loan Losses section below. The Company’s nonperforming assets at June 30, 2008 and December 31, 2007 are as follows:

	June 30,			December 31,
	2008			2007
	(Dollars in thousands)

Nonaccruing loans	$	8,794		$	690
Loans past due over 90 days still on accrual		—			—
Total nonperforming loans		8,794			690
Foreclosed assets, net		—			—
Total nonperforming assets	$	8,794		$	690

Allowance for loan losses	$	4,213		$	3,116

Nonperforming loans and foreclosed assets as a percent of total assets		2.07	%		.18	%
Nonperforming loans as a percent of gross loans		2.35	%		.20	%
Allowance for loan losses as a percent of nonperforming loans		47.91	%		451.59	%

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

Allowance and Provision for Loan Losses

The allowance for loan losses grew by $1.1 million during the first six months of 2008, amounting to $4.2 million at June 30, 2008, as compared to $3.1 million at December 31, 2007. The allowance represented approximately 1.12% of total loans at June 30, 2008 and .91% at December 31, 2007. During the first six months of 2008, the Company had charge-offs of $1.0 million, recoveries of $5,000 and recorded a $2.1 million provision for loan losses compared to charge-offs of $24,000, recoveries of $3,000 and a provision for loan losses of $448,000 for the first six months of 2007. The larger provision for loan losses in 2008 was driven primarily from continued loan growth and the Bank’s expanded efforts to identify potential losses inherent in the portfolio. The Bank’s increased identification efforts of potential losses in the portfolio are based on a variety of specific factors, including the Company’s and peer banks’ experiences as well as industry and economic trends. As a result of the expanded efforts, management does not believe that the same level of charge-offs experienced during the six-month period of 2008 will be experienced in future periods. Impaired loans increased to $9.5 million as of June 30, 2008; of this amount, $803,000 was specifically allocated to the allowance for loan losses which is deemed sufficient to absorb any future potential losses.

19.

The allowance for loan losses is a valuation allowance for credit losses in the loan portfolio. Management has adopted a methodology to properly analyze and determine an adequate loan loss allowance. The analysis is based on sound, reliable and well documented information and is designed to support an allowance that is adequate to absorb all estimated incurred losses in the Company’s loan portfolio. Due to their similarities, the Company has grouped the loan portfolio into three components. The components are residential real estate, consumer loans and commercial loans. The Company has created a loan classification system to properly calculate the allowance for loan losses. Commercial and commercial real estate loans are individually evaluated for impairment. If a loan is impaired, a portion of the allowance is allocated so that the loan is reported, net, at the present value of estimated future cash flows using the loan’s existing rate or at the fair value of collateral if repayment is expected solely from the sale of the collateral. Large groups of smaller balance homogeneous loans, such as consumer and residential real estate loans, are collectively evaluated for impairment and, accordingly, they are not separately identified for impairment disclosures.

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

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

Based on the results of the analysis performed by management at June 30, 2008, the allowance for loan loss is considered to be adequate to absorb estimated loan losses in the portfolio as of that date. As more fully discussed in the “Critical Accounting Policies” section of this discussion and analysis of financial condition and results of operations, the process for estimating credit losses and determining the allowance for loan losses as of any balance sheet date is subjective in nature and requires material estimates. Actual results could differ significantly from these estimates.

The amount of future charge-offs and provisions for loan losses could be affected by, among other things, economic conditions in Jacksonville, Florida, and the surrounding communities. Such conditions could affect the financial strength of the Company’s borrowers and do affect the value of real estate collateral securing the Company’s mortgage loans. Loans secured by real estate represent approximately 91% of the Company’s total loans outstanding at June 30, 2008. In recent years, economic conditions in Jacksonville and the surrounding communities have been strong and real estate values have appreciated in a healthy manner. Presently, economic conditions remain relatively stable in this market and real estate values have experienced some softening. Residential real estate values have experienced greater volatility and have declined in most areas. Conditions and values could deteriorate in the future, and such deterioration could be substantial. If this were to occur, some of the Company’s borrowers may be unable to make the required contractual payments on their loans, and the Company may be unable to realize the full carrying value of such loans through foreclosure. However, management believes that the Company should not be any more affected than the overall market.

20.

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

Noninterest Income, Noninterest Expense and Income Taxes

Noninterest income was $512,000 for the six months ended June 30, 2008, compared to $577,000 for the comparable 2007 period. The decrease in total noninterest income was primarily the result of a reduction in mortgage origination referral income due to the slowing real estate market, partially offset by income earned on an additional $3.5 million BOLI contract entered into by the bank during the second quarter.

Noninterest expense increased to $5.1 million for the six months ended June 30, 2008, from $4.0 million for the six months ended June 30, 2007. Compensation expenses, professional fees, data processing fees, FDIC assessments, a one-time charge of $38,000 for the disposal of fixed assets no longer in use and a one-time charge of $430,000 for expenses related to the termination of the merger accounted for the majority of noninterest expense increasing $1.1 million over the same period in 2007.

Income taxes for the six months ended June 30, 2008 was a tax benefit of $289,000 (an effective rate of 48.82%) compared to income taxes of $757,000 for the six months ended June 30, 2007 (an effective tax rate of 37.96%). The increase in the effective tax rate compared to one year earlier is the result of the benefits derived from tax-free municipal bonds and tax-free income earned on the bank-owned life insurance policies resulting in a lower percentage of income, or greater percentage of loss, being taxed at the statutory rates.

Comparison of Operating Results for the Three Months Ended June 30, 2008 and 2007

Net income for the second quarter of 2008 was a loss of $840,000, or a net loss of $.48 per diluted share, as compared to a net income of $694,000, or $.38 per diluted share, earned for the same quarter last year. The largest components of the decrease in net income are an increase in provision for loan loss of $1.5 million, $430,000 for expenses related to the termination of the merger and a $166,000 increase in professional fees.

Net interest income for the second quarter of 2008 was flat at $2.9 million, compared to the second quarter of 2007. Interest income for the quarter declined $403,000 when compared to the prior year as a result of the ongoing reduction in short-term rates by the Federal Reserve as well as the $7.8 million in loans that were placed on non-accrual during the quarter; this was offset by average earning asset growth of $59.9 million. Interest expense declined by $341,000 as a result of the reduction in short-term rates offset by a transition from core deposits into more expensive time deposits and wholesale funding required to support the Company’s strong earning asset growth. The net interest margin was 2.93% for the quarter, compared to 3.51% for the comparable period in 2007.

21.

Capital

The Company’s capital management policy is designed to build and maintain capital levels that meet regulatory standards. Under current regulatory capital standards, banks are classified as well-capitalized, adequately-capitalized or undercapitalized. Under such standards, a well-capitalized bank is one that has a total risk-based capital ratio equal to or greater than 10%, a Tier 1 risk-based capital ratio equal to or greater than 6%, and a Tier 1 leverage capital ratio equal to or greater than 5%. The Bank’s total risk-based capital, Tier 1 risk-based capital and Tier 1 leverage capital ratios were 10.50%, 9.39% and 8.54%, respectively, at June 30, 2008. The Company also maintains capital levels that meet the same regulatory standards. If the capital ratios of the Company and Bank were to fall below levels required under regulatory standards, it is the Company’s and Bank’s policy to increase capital in an amount sufficient to meet regulatory requirements within 30 days.

During the second quarter, the Company issued $7.6 million in a private placement offering of trust preferred securities. The trust preferred securities are treated as Tier 1 capital up to the maximum amount allowed and the remainder as Tier 2 capital for federal regulatory purposes.

Cash Flows and Liquidity

Cash Flows. The Company’s primary sources of cash are deposit growth, maturities and amortization of investment securities, FHLB advances and federal funds purchased. The Company uses cash from these and other sources to fund loan growth. Any remaining cash is used primarily to reduce borrowings and to purchase investment securities. During the first six months of 2008, the Company’s cash and cash equivalent position decreased by $11,000. The decrease in cash mainly resulted from an increase in deposit accounts of approximately $43.9 million from $288.9 million at December 31, 2007 to $332.8 million at June 30, 2008, offset by net loan originations of $33.0 million as well as a decrease in FHLB advances of $23.9 million from $67.8 million at December 31, 2007 to $43.9 million at June 30, 2008.

Liquidity. The Company has both internal and external sources of near-term liquidity that can be used to fund loan growth and accommodate deposit outflows. The primary internal sources of liquidity are principal and interest payments on loans; proceeds from maturities and monthly payments on the balance of the investment securities portfolio; and its overnight position with federal funds sold. At June 30, 2008, the Company had $28.5 million in federal funds sold and available-for-sale securities not subject to pledge agreements.

The Company’s primary external sources of liquidity are customer deposits and borrowings from other commercial banks. The Company’s deposit base consists of both deposits from businesses and consumers in its local market as well as national market and brokered certificates of deposit. The Company can also borrow overnight federal funds and fixed-rate term products under credit facilities established with the FHLB and other commercial banks. These lines, in the aggregate amount of approximately $159.9 million, do not represent legal commitments to extend credit on the part of the other banks.

Contractual Obligations, Commitments and Contingent Liabilities. The Company has various financial obligations, including contractual obligations and commitments that may require future cash payments. Management believes that there have been no material changes in the Company’s overall level of these financial obligations since December 31, 2007 and that any changes in the Company’s obligations which have occurred are routine for the industry. Further discussion of the nature of each type of obligation is included in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, as filed with the SEC on March 27, 2008, and is incorporated herein by reference.

22.

Off-Balance Sheet Arrangements. There have been no material changes in the risks related to off-balance sheet arrangements since the Company’s disclosure in its Annual Report on Form 10-K for the year ended December 31, 2007.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

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

Interest rate risk is the sensitivity of income to variations in interest rates over both short-term and long-term horizons. The primary goal of interest rate risk management is to control this risk within limits approved by the Board of Directors and narrower guidelines approved by the Asset Liability Committee. These limits and guidelines reflect the Bank’s tolerance for interest rate risk. The Bank attempts to control interest rate risk by identifying and quantifying exposures. The Bank quantifies its interest rate risk exposures using sophisticated simulation and valuation models as well as simpler gap analyses performed by a third-party vendor specializing in this activity. There have been no significant changes in the Bank’s primary market risk exposure or how those risks are managed since our disclosures in our Annual Report on Form 10-K for the year ended December 31, 2007.

The Bank’s internal policy on interest rate risk specifies that if interest rates were to shift immediately up or down 200 basis points, estimated net interest income for the next 12 months should change by less than 15%. The most current simulation projects the Bank’s net interest income to be within the parameters of its internal policy and has not changed significantly from our disclosures in our Annual Report on Form 10-K for the year ended December 31, 2007. Such simulation involves numerous assumptions and estimates, which are inherently subjective and are subject to substantial business and economic uncertainties. Accordingly, the actual effects of an interest rate shift under actual future conditions may be expected to vary significantly from those derived from the simulation to the extent that the assumptions used in the simulation differ from actual conditions.

Item 4. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

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

23.

(b) Changes in Internal Controls

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

(c) Limitations on the Effectiveness of Controls

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

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

PART II - OTHER INFORMATION

Item 1.

Legal Proceedings

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

Item 1A.

Risk Factors

There have been no material changes from the risk factors disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, as filed with the SEC on March 27, 2008.

24.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

None

Item 3.

Defaults Upon Senior Securities

None

Item 4.

Submission of Matters to a Vote of Security Holders

On April 29, 2008, the Company held an annual meeting of the shareholders of its common stock to vote on (i) the election of four persons to the Company’s Board of Directors, and (ii) the approval of the 2008 Amendment and Restatement of the Jacksonville Bancorp, Inc. 2006 Stock Incentive Plan.

All of the directors up for election at the annual meeting were elected to serve a term of office of three years, expiring at the annual meeting in the year 2011. The following table sets forth the votes for and votes withheld with respect to the election of the directors:

Director Nominee	Votes For		Votes Withheld
R.C. Mills		1,518,186		22,570
Gilbert J. Pomar, III		1,518,186		22,570
Donald E. Roller		1,515,311		25,445
Charles F. Spencer		1,517,536		23,220

The 2008 Amendment and Restatement of the Jacksonville Bancorp, Inc. 2006 Stock Incentive Plan (the “Plan”) was also approved by the shareholders. The Plan, among other things, authorized up to 70,000 shares of the Company’s common stock for issuances of awards under the Plan. The purposes of the Plan are to encourage outstanding individuals to accept or continue employment with the Company or its subsidiaries and to furnish maximum incentive to those persons to improve operations and increase profits and to strengthen the mutuality of interest between those persons and the Company’s shareholders by providing them incentives. The following table sets forth the votes for, votes against and votes withheld with respect to the approval of the Plan:

Votes For		Votes Against			Votes Abstained			Non-votes
856,692			38,026			10,930			635,108

Item 5.

Other Information

None

Item 6.

Exhibits

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

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

Exhibit No. 4.1: Form of Capital Security Certificate of Jacksonville Bancorp, Inc. Statutory Trust III⁽³⁾

Exhibit No. 4.2: Form of Common Security Certificate of Jacksonville Bancorp, Inc. Statutory Trust III ⁽⁴⁾

Exhibit No. 4.3: Form of Junior Subordinated Debt Security of Jacksonville Bancorp, Inc. ⁽⁵⁾

25.

Exhibit No. 10.1: Mutual Termination Agreement dated June 24, 2008 between Jacksonville Bancorp, Inc. and Heritage Bancshares, Inc. ⁽⁶⁾

Exhibit No. 10.2: Indenture dated June 20, 2008 between Jacksonville Bancorp, Inc. and Wells Fargo Bank, National Association, as trustee. ⁽⁷⁾

Exhibit No. 10.3: Amended and Restated Declaration of Trust of Jacksonville Bancorp, Inc. Statutory Trust III dated June 20, 2008, by and among Jacksonville Bancorp, Inc., as sponsor, Wells Fargo Delaware Trust Company, as Delaware trustee, Wells Fargo Bank, National Association, as institutional trustee, and the administrators named therein. ⁽⁸⁾

Exhibit No. 10.4: Guarantee Agreement dated June 20, 2008, by and between Jacksonville Bancorp, Inc. and Wells Fargo Bank, National Association, as trustee. ⁽⁹⁾

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

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

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

⁽¹⁾

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

⁽²⁾

Incorporated herein by reference to Exhibit No. 3.2 to Form 10-K for year ended December 31, 2007, filed March 27, 2008, File No. 000-30248.

⁽³⁾

Incorporated herein by reference to Exhibit No. 4.1 to Form 8-K filed July 31, 2008, File No. 000-30248.

⁽⁴⁾

Incorporated herein by reference to Exhibit No. 4.2 to Form 8-K filed July 31, 2008, File No. 000-30248.

⁽⁵⁾

Incorporated herein by reference to Exhibit No. 4.3 to Form 8-K filed July 31, 2008, File No. 000-30248.

⁽⁶⁾

Incorporated herein by reference to Exhibit No. 10.1 to Form 8-K/A filed June 26, 2008, File No. 000-30248.

⁽⁷⁾

Incorporated herein by reference to Exhibit No. 10.1 to Form 8-K filed July 31, 2008, File No. 000-30248.

⁽⁸⁾

Incorporated herein by reference to Exhibit No. 10.2 to Form 8-K filed July 31, 2008, File No. 000-30248.

⁽⁹⁾

Incorporated herein by reference to Exhibit No. 10.3 to Form 8-K filed July 31, 2008, File No. 000-30248.

26.

JACKSONVILLE BANCORP, INC.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: August 8, 2008	/s/ Gilbert J. Pomar, III
	Gilbert J. Pomar, III
	President and Chief Executive Officer

Date: August 8, 2008	/s/ Valerie A. Kendall
	Valerie A. Kendall
	Executive Vice President
	and Chief Financial Officer

27.

JACKSONVILLE BANCORP, INC.

EXHIBIT INDEX