-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WcFlj22s9c3wSWbAbmdGUwYJxOjDvqWRr8/3o2DVmCRQ4tfvS0uvDJo036AI832W H8iR4NM2AX2yEo8tClGF8w== 0000908834-02-000139.txt : 20020514 0000908834-02-000139.hdr.sgml : 20020514 ACCESSION NUMBER: 0000908834-02-000139 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20020331 FILED AS OF DATE: 20020514 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RIVER VALLEY BANCORP CENTRAL INDEX KEY: 0001015593 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 351984567 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-21765 FILM NUMBER: 02647307 BUSINESS ADDRESS: STREET 1: 430 CLIFTY DR CITY: MADISON STATE: IN ZIP: 47250 BUSINESS PHONE: 8122734949 MAIL ADDRESS: STREET 1: 430 CLIFTY DR CITY: MADISON STATE: IN ZIP: 47250 10QSB 1 rv_10qsb0302.txt RIVER VALLEY BANCORP FORM 10-QSB SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2002 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number: 0-21765 RIVER VALLEY BANCORP (Exact name of small business issuer as specified in its charter) Indiana 35-1984567 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 430 Clifty Drive Madison, Indiana 47250 (Address of principal executive offices) (812) 273-4949 (Issuer's telephone number) APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS Check whether the issuer filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ] APPLICABLE ONLY TO CORPORATE ISSUERS As of May 1, 2002, there were 810,251 shares of the Registrant's common stock issued and outstanding. Transitional Small Business Disclosure Format (Check one): Yes [ ] No [ X ] RIVER VALLEY BANCORP FORM 10-QSB INDEX Page No. PART I. FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Condensed Balance Sheets 3 Consolidated Condensed Statements of Income 4 Consolidated Condensed Statements of Comprehensive Income 5 Consolidated Condensed Statements of Cash Flows 6 Notes to Unaudited Consolidated Condensed Financial Statements 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8 PART II. OTHER INFORMATION Item 1. Legal Proceedings 11 Item 2. Changes in Securities 11 Item 3. Defaults Upon Senior Securities 11 Item 4. Submission of Matters to a Vote of Security Holders 11 Item 5. Other Information 11 Item 6. Exhibits and Reports on Form 8-K 11 SIGNATURES 12 PART I FINANCIAL INFORMATION Item 1. Financial Statements RIVER VALLEY BANCORP Consolidated Condensed Balance Sheets
March 31, December 31, 2002 2001 --------------------- -------------------- (In Thousands, Except Share Amounts) (Unaudited) Assets Cash and due from banks $ 5,114 $ 4,689 Interest-bearing demand deposits 2,677 952 --------------------- -------------------- Cash and cash equivalents 7,791 5,641 Investment securities available for sale 21,417 17,653 Loans held for sale 957 2,638 Loans 160,142 157,306 Allowance for loan losses 2,041 1,972 --------------------- -------------------- Net Loans 158,101 155,334 Premises and equipment 5,437 5,379 Federal Home Loan Bank stock 1,250 1,250 Interest receivable 1,273 1,475 Other assets 2,285 2,248 --------------------- -------------------- Total assets $ 198,511 $ 191,618 ===================== ==================== Liabilities Deposits Noninterest-bearing $ 13,835 $ 11,406 Interest-bearing 139,846 134,165 --------------------- -------------------- Total deposits 153,681 145,571 Borrowings 24,850 26,500 Interest payable 479 613 Other liabilities 1,170 963 --------------------- -------------------- Total liabilities 180,180 173,647 --------------------- -------------------- Commitments and Contingencies Shareholders' Equity Preferred stock, without par value Authorized and unissued - 2,000,000 shares Common stock, without par value Authorized - 5,000,000 shares Issued and outstanding - 810,251 and 809,251 shares Additional paid-in capital 7,695 7,654 Retained earnings 11,215 10,802 Shares acquired by stock benefit plans (507) (532) Accumulated other comprehensive income (loss) (72) 47 --------------------- -------------------- Total shareholders' equity 18,331 17,971 --------------------- -------------------- Total liabilities and shareholders' equity $ 198,511 $ 191,618 ===================== ====================
See notes to consolidated condensed financial statements. RIVER VALLEY BANCORP Consolidated Condensed Statements of Income (Unaudited)
Three Months Ended March 31 ------------------ ------------------- 2002 2001 ------------------ ------------------- (In Thousands, Except Share Amounts) Interest Income Loans receivable $ 2,878 $ 2,964 Investment securities 209 128 Interest-earning deposits and other 36 81 ------------------ ------------------- Total interest income 3,123 3,173 ------------------ ------------------- Interest Expense Deposits 1,077 1,501 Borrowings 314 203 ------------------ ------------------- Total interest expense 1,391 1,704 ------------------ ------------------- Net Interest Income 1,733 1,469 Provision for loan losses 130 90 ------------------ ------------------- Net Interest Income After Provision for Loan Losses 1,603 1,379 ------------------ ------------------- Other Income Service fees and charges 319 206 Net gains on loan sales 47 56 Other income 48 10 ------------------ ------------------- Total other income 414 272 ------------------ ------------------- Other Expenses Salaries and employee benefits 562 533 Net occupancy and equipment expenses 200 141 Data processing fees 46 43 Advertising 41 39 Legal and professional fees 7 47 Other expenses 277 206 ------------------ ------------------- Total other expenses 1,133 1,009 ------------------ ------------------- Income Before Income Tax 884 642 Income tax expense 357 247 ------------------ ------------------- Net Income $ 527 $ 395 ================== =================== Basic earnings per share $ .68 $ .48 Diluted earnings per share .66 .48 Dividends per share .15 .10
See notes to consolidated condensed financial statements. RIVER VALLEY BANCORP Consolidated Condensed Statements of Comprehensive Income (Unaudited)
Three Months Ended March 31, ------------------ ------------------ 2002 2001 ------------------ ------------------ (In Thousands) Net income $ 527 $ 395 Other comprehensive income, net of tax Unrealized gains (losses) on securities available for sale Unrealized holding gains (losses) arising during the period, net of tax benefit (expense) of $61 and $(30) (119) 45 ------------------ ------------------ Comprehensive income $ 408 $ 440 ================== ==================
See notes to consolidated condensed financial statements. RIVER VALLEY BANCORP Consolidated Condensed Statements of Cash Flows (Unaudited)
Three Months Ended March 31, -------------------- ------------------- 2002 2001 -------------------- ------------------- Operating Activities (In Thousands) Net income $ 527 $ 395 Adjustments to reconcile net income to net cash provided (used) by operating activities Provision for loan losses 130 90 Depreciation and amortization 127 86 Loans originated for sale in the secondary market (11,019) (3,247) Proceeds from sale of loans in the secondary market 12,746 3,269 Gain on sale of loans (46) (22) Amortization of deferred loan origination cost 37 35 Amortization of expense related to stock benefit plans 52 48 Capitalized interest on construction (14) Net change in: Interest receivable 202 159 Interest payable (134) (32) Other adjustments 214 347 -------------------- ------------------- Net cash provided by operating activities 2,836 1,114 -------------------- ------------------- Investing Activities Purchases of securities available for sale (3,995) (4,002) Proceeds from maturities of securities available for sale 51 91 Proceed from sales of securities available for sale 2,000 Net change in loans (2,934) (6,288) Purchases of premises and equipment (185) (632) Premiums on life insurance (95) -------------------- ------------------- Net cash used by investing activities 7,063 (8,926) -------------------- ------------------- Financing Activities Net change in Noninterest-bearing, interest-bearing demand and savings deposits 5,165 (352) Certificates of deposit 2,945 9,396 Proceeds from borrowings 25,000 14,000 Repayment of borrowings (26,650) (14,000) Cash dividends (114) Purchase of stock (223) Proceeds from exercise of stock options` 14 Advances by borrowers for taxes and insurance 17 25 -------------------- ------------------- Net cash provided by financing activities 6,377 8,846 -------------------- ------------------- Net Change in Cash and Cash Equivalents 2,150 1,034 Cash and Cash Equivalents, Beginning of Period 5,641 6,382 -------------------- ------------------- Cash and Cash Equivalents, End of Period $ 7,791 $ 7,416 ==================== =================== Additional Cash Flows and Supplementary Information Interest paid $ 1,525 $ 1,736 Income tax paid 63 0
See notes to consolidated condensed financial statements. RIVER VALLEY BANCORP Notes to Unaudited Consolidated Condensed Financial Statements River Valley Bancorp (the "Corporation") is a unitary savings and loan holding company whose activities are primarily limited to holding the stock of River Valley Financial Bank ("River Valley" or the "Bank"). The Bank conducts a general banking business in southeastern Indiana which consists of attracting deposits from the general public and applying those funds to the origination of loans for consumer, residential and commercial purposes. River Valley's profitability is significantly dependent on net interest income, which is the difference between interest income generated from interest-earning assets (i.e., loans and investments) and the interest expense paid on interest-bearing liabilities (i.e. customer deposits and borrowed funds). Net interest income is affected by the relative amount of interest-earning assets and interest-bearing liabilities and the interest received or paid on these balances. The level of interest rates paid or received by the Bank can be significantly influenced by a number of competitive factors, such as governmental monetary policy, that are outside of management's control. Note 1: Basis of Presentation The accompanying unaudited consolidated condensed financial statements were prepared in accordance with instructions for Form 10-QSB and, therefore, do not include information or footnotes necessary for a complete presentation of financial position, results of operations and cash flows in conformity with generally accepted accounting principles. Accordingly, these financial statements should be read in conjunction with the consolidated financial statements and notes thereto of the Corporation included in the Annual Report on Form 10-KSB for the year ended December 31, 2001. However, in the opinion of management, all adjustments (consisting of only normal recurring accruals) which are necessary for a fair presentation of the financial statements have been included. The results of operations for the three-month period ended March 31, 2002, are not necessarily indicative of the results which may be expected for the entire year. The consolidated condensed balance sheet of the Corporation as of December 31, 2001 has been derived from the audited consolidated balance sheet of the Corporation as of that date. Note 2: Principles of Consolidation The consolidated condensed financial statements include the accounts of the Corporation and its subsidiary, the Bank, and the Bank's subsidiary, Madison First Service Corporation ("First Service"). All significant intercompany balances and transactions have been eliminated in the accompanying consolidated financial statements. Note 3: Earnings Per Share Earnings per share have been computed based upon the weighted-average common shares outstanding. Unearned Employee Stock Ownership Plan shares have been excluded from the computation of average common shares outstanding.
Three Months Ended Three Months Ended March 31, 2002 March 31, 2001 -------------- -------------- Weighted Per Weighted Per Average Share Average Share Income Shares Amount Income Shares Amount ------ ------ ------ ------ ------ ------ (Dollar Amounts in Thousands, Except Share Amounts) Basic earnings per share Income available to common shareholders $ 527 772,650 $ .68 $ 395 818,937 $ .48 ===== ===== Effect of dilutive RRP awards and stock options 29,289 11,854 ------------------------ --------------------------- Diluted earnings per share Income available to common shareholders and assumed conversions $ 527 801,939 $ .66 $ 395 830,791 $ .48 ===================================== =======================================
Note 4: Reclassifications Certain reclassifications have been made to the 2001 consolidated condensed financial statements to conform to the March 31, 2002 presentation. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Forward Looking Statements This Quarterly Report on Form 10-QSB ("Form 10-QSB") contains statements which constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements appear in a number of places in this Form 10-QSB and include statements regarding the intent, belief, outlook, estimate or expectations of the Corporation (as defined in the notes to the consolidated condensed financial statements), its directors or its officers primarily with respect to future events and the future financial performance of the Corporation. Readers of this Form 10-QSB are cautioned that any such forward looking statements are not guarantees of future events or performance and involve risks and uncertainties, and that actual results may differ materially from those in the forward looking statements as a result of various factors. The accompanying information contained in this Form 10-QSB identifies important factors that could cause such differences. These factors include changes in interest rates; loss of deposits and loan demand to other financial institutions; substantial changes in financial markets; changes in real estate values and the real estate market; or regulatory changes. Financial Condition At March 31, 2002, the Corporation's consolidated assets totaled $198.5 million, an increase of $6.9 million, or 3.6%, from December 31, 2001. The increase in assets resulted primarily from an increase in net loans receivable of $2.8 million and an increase of approximately $3.8 million in investments, which was funded by an increase in deposits of $8.1 million. Liquid assets (i.e., cash and interest-earning deposits) increased by $2.2 million from December 31, 2001 levels, to a total of $7.8 million at March 31, 2002. Investment securities increased by $3.8 million, or 21.3%, to a total of $21.4 million at March 31, 2002 due to the increase in deposits. Net loans receivable were $158.1 million at March 31, 2002, an increase of $2.8 million, or 1.8%, from $155.3 million at December 31, 2001. The Corporation's consolidated allowance for loan losses totaled $2.0 million at both December 31, 2001 and March 31, 2002, which represented 1.25% and 1.27% respectively of total loans. Non-performing loans (defined as loans delinquent greater than 90 days and loans on nonaccrual status) totaled $690,000 and $879,000 at December 31, 2001 and March 31, 2002, respectively. Although management believes that its allowance for loan losses at March 31, 2002, was adequate based upon the available facts and circumstances, there can be no assurance that additions to such allowance will not be necessary in future periods, which could negatively affect the Corporation's results of operations. Deposits totaled $153.7 million at March 31, 2002, an increase of $8.1 million, or 5.6%, compared to total deposits at December 31, 2001. The growth for the three-month period resulted from the marketing and interest rate strategies. Advances from the Federal Home Loan Bank totaled $25.0 million and $24.0 million respectively at March 31, 2002 and December 31, 2001. These advances are a readily available source of funding for periods when loan demand exceeds deposit growth. Stockholders' equity totaled $18.3 million at March 31, 2002, an increase of $360,000, or 2.0%, from $18.0 million at December 31, 2001. The increase resulted primarily from the Corporation's net income, offset by cash dividends. The Bank is required to maintain minimum regulatory capital pursuant to federal regulations. At March 31, 2002, the Bank's regulatory capital exceeded all applicable regulatory capital requirements. Comparison of Operating Results for the Three Months Ended March 31, 2002 and 2001 General The Corporation's net earnings for the three months ended March 31, 2002 totaled $527,000, an increase of $132,000, or 33.4%, from the $395,000 reported for the quarter ended March 31, 2001. The increase in income for the 2002 period was primarily attributable to a increase in net interest income of $264,000, which was partially offset by an increase in the provision for loan losses of $40,000 and an increase in other expenses of $124,000. Net Interest Income Total interest income for the three months ended March 31, 2002 amounted to $3.1 million, a decrease of $50,000, or 1.6%, from the comparable quarter in 2001. This increase reflects an increase in average interest-earning assets outstanding offset by a decrease in the loan yield of .94 %. Interest expense on deposits decreased by $424,000, or 28.2%, to a total of $1.1 million for the quarter ended March 31, 2002, due primarily to a decrease in the average cost of deposits offset by an increase in the average balance of deposits outstanding year-to-year. Interest expense on borrowings totaled $314,000 for the three months ended March 31, 2002, an increase of $111,000 from the comparable period in 2001. The increase resulted primarily from an increase in average borrowings outstanding year-to-year. As a result of the foregoing changes in interest income and interest expense, net interest income increased by $264,000 or 18.0%, for the three months ended March 31, 2002, as compared to the comparable period in 2001. Provision for Losses on Loans A provision for losses on loans is charged to income to bring the total allowance for loan losses to a level considered appropriate by management based upon historical experience, the volume and type of lending conducted by the Bank, the status of past due principal and interest payments, general economic conditions, particularly as such conditions relate to the Bank's market area, and other factors related to the collectibility of the Bank's loan portfolio. As a result of such analysis, management recorded a $130,000 provision for losses on loans for the three months ended March 31, 2002, compared to the $90,000 amount recorded in the 2001 period. The 2002 provision amount was predicated on the increase in the balance of the loan portfolio, coupled with the level of non-performing loans year-to-year. While management believes that the allowance for losses on loans is adequate at March 31, 2002, based upon the available facts and circumstances, there can be no assurance that the loan loss allowance will be adequate to cover losses on non-performing loans in the future. Other Income Other income increased by $142,000, or 52.2%, for the three months ended March 31, 2002, as compared to the same period in 2001, due primarily to the fact that service fees and charges increased 54.9%. The increase in service fees and charges was a result of both an increase in the number of customer accounts and a revised fee structure. Other Expense Other expense increased by $124,000, or 12.3%, during the three months ended March 31, 2002, as compared to the same period in 2001. The increase was due primarily to the increase in loan volume/administrative expense, both balance sheet and off-balance sheet volume, and general expense increases due to growth. Income Taxes The provision for income taxes totaled $357,000 for the three months ended March 31, 2002, a increase of $110,000, or 44.5%, as compared to the same period in 2001. The effective tax rates amounted to 40.4% and 38.5% for the three months ended March 31, 2002 and 2001, respectively. Other The Securities and Exchange Commission maintains a Web site that contains reports, proxy information statements, and other information regarding registrants that file electronically with the Commission, including the Corporation. The address is http://www.sec.gov. PART II. OTHER INFORMATION Item 1. Legal Proceedings None. Item 2. Changes in Securities and Use of Proceeds None. Item 3. Defaults Upon Senior Securities. None. Item 4. Submission of Matters to a Vote of Security Holders. None. Item 5. Other Information. None. Item 6. Exhibits and Reports on Form 8-K. (a) None. (b) No reports on Form 8-K were filed during the quarter ended March 31, 2002. Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Issuer has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. RIVER VALLEY BANCORP Date: May 14, 2002 By: /s/ Matthew P. Forrester ------------------------------ Matthew P. Forrester President and Chief Executive Officer Date: May 14, 2002 By: /s/ Larry C. Fouse ------------------------------ Larry C. Fouse Vice President of Finance -----END PRIVACY-ENHANCED MESSAGE-----