10QSB 1 rvb_10qmay.txt UNITED STATES 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, 2004 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, 2004, there were 1,626,637 shares of the Registrant's common stock issued and outstanding. Transitional Small Business Disclosure Format (Check one): Yes [ ] No [ X ] 1 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 9 Item 3. Controls and Procedures 13 PART II. OTHER INFORMATION Item 1. Legal Proceedings 14 Item 2. Changes in Securities and Issuer Purchases of Equity Securities 14 Item 3. Defaults Upon Senior Securities 14 Item 4. Submission of Matters to a Vote of Security Holders 14 Item 5. Other Information 14 Item 6. Exhibits and Reports on Form 8-K 14 SIGNATURES 15 EXHIBITS 16 2
PART I FINANCIAL INFORMATION Item 1. Financial Statements RIVER VALLEY BANCORP Consolidated Condensed Balance Sheets (Unaudited) March 31, December 31, 2004 2003 ----------------------------- (In Thousands, Except Share Amounts) (Unaudited) Assets Cash and due from banks $ 2,966 $ 4,443 Interest-bearing demand deposits 4,651 8,069 --------- --------- Cash and cash equivalents 7,617 12,512 Investment securities available for sale 28,446 34,557 Loans held for sale 341 100 Loans 201,174 194,222 Allowance for loan losses 2,202 2,056 --------- --------- Net Loans 198,972 192,166 Premises and equipment 6,138 5,980 Federal Home Loan Bank stock 2,600 2,176 Interest receivable 1,503 1,489 Cash surrender value of life insurance 5,151 5,093 Other assets 1,192 1,003 --------- --------- Total assets $ 251,960 $ 255,076 ========= ========= Liabilities Deposits Noninterest-bearing $ 12,292 $ 11,828 Interest-bearing 156,210 168,126 --------- --------- Total deposits 168,502 179,954 Borrowings 59,217 50,000 Interest payable 335 381 Other liabilities 1,357 1,886 --------- --------- Total liabilities 229,411 232,221 --------- --------- 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 - 1,622,349 and 1,646,680 shares Additional paid-in capital 8,586 8,705 Retained earnings 13,835 14,088 Shares acquired by stock benefit plans (174) (193) Accumulated other comprehensive income 302 255 --------- --------- Total shareholders' equity 22,549 22,855 --------- --------- Total liabilities and shareholders' equity $ 251,960 $ 255,076 ========= ========= See notes to consolidated condensed financial statements. 3
RIVER VALLEY BANCORP Consolidated Condensed Statements of Income (Unaudited) Three Months Ended March 31 ------------------------------------ 2004 2003 ------------------------------------ (In Thousands, Except Share Amounts) Interest Income Loans receivable $2,911 $2,775 Investment securities 256 238 Interest-earning deposits and other 41 69 ------ ------ Total interest income 3,208 3,082 ------ ------ Interest Expense Deposits 699 885 Borrowings 583 436 ------ ------ Total interest expense 1,282 1,321 ------ ------ Net Interest Income 1,926 1,761 Provision for loan losses 102 90 ------ ------ Net Interest Income After Provision for Loan Losses 1,824 1,671 ------ ------ Other Income Gain on investment securities 6 0 Service fees and charges 420 340 Net gains on loan sales 106 492 Other income 88 37 ------ ------ Total other income 620 869 ------ ------ Other Expenses Salaries and employee benefits 758 657 Net occupancy and equipment expenses 239 187 Data processing fees 40 20 Advertising 51 73 Legal and professional fees 30 45 Other expenses 350 543 ------ ------ Total other expenses 1,468 1,525 ------ ------ Income Before Income Tax 976 1,015 Income tax expense 367 419 ------ ------ Net Income $ 609 $ 596 ====== ====== Basic earnings per share $ .380 $ .380 Diluted earnings per share .360 .360 Dividends per share .170 .125 See notes to consolidated condensed financial statements. 4
RIVER VALLEY BANCORP Consolidated Condensed Statements of Comprehensive Income (Unaudited) Three Months Ended March 31, ------------------- 2004 2003 ------------------- (In Thousands) Net income $609 $596 Other comprehensive income, net of tax Unrealized gains on securities available for sale Unrealized holding gains arising during the period, net of tax expense of $33 and $8 51 12 Less: Reclassification adjustment for gains included in net income, net of tax expense of $2 4 -- ---- ---- 47 12 ---- ---- Comprehensive income $656 $608 ==== ==== See notes to consolidated condensed financial statements. 5
RIVER VALLEY BANCORP Consolidated Condensed Statements of Cash Flows (Unaudited) Three Months Ended March 31, --------------------------- 2004 2003 --------------------------- Operating Activities (In Thousands) Net income $ 609 $ 596 Adjustments to reconcile net income to net cash provided (used) by operating activities Provision for loan losses 102 90 Depreciation and amortization 137 119 Loans originated for sale in the secondary market (4,884) (22,428) Proceeds from sale of loans in the secondary market 4,698 22,803 Gain on sale of loans (106) (492) Amortization of deferred loan origination cost 25 17 Amortization of expense related to stock benefit plans 83 78 Net change in: Interest receivable (14) (49) Interest payable (46) (54) Other adjustments (534) 459 -------- -------- Net cash provided by operating activities 70 1,139 -------- -------- Investing Activities Purchases of securities available for sale (1,002) (4,007) Proceeds from sales of securities available for sale 3,993 -- Proceeds from maturities of securities available for sale 3,196 90 Net change in loans (6,882) (3,129) Purchase of FHLB stock (397) -- Purchases of premises and equipment (295) (141) -------- -------- Net cash used in investing activities (1,387) (7,187) -------- -------- Financing Activities Net change in Noninterest-bearing, interest-bearing demand and savings deposits (8,787) 2,804 Certificates of deposit (2,665) 124 Proceeds from borrowings 19,000 7,000 Repayment of borrowings (10,000) (1,000) Cash dividends (279) (194) Proceeds from exercise of stock options 78 44 Purchase of stock (935) -- Advances by borrowers for taxes and insurance 10 23 -------- -------- Net cash provided by (used in) financing activities (3,578) 8,801 -------- -------- Net Change in Cash and Cash Equivalents (4,895) 2,753 Cash and Cash Equivalents, Beginning of Period 12,512 18,610 -------- -------- Cash and Cash Equivalents, End of Period $ 7,617 $ 21,363 ======== ======== Additional Cash Flows and Supplementary Information Interest paid $ 1,328 $ 1,375 Income tax paid -- 46 See notes to consolidated condensed financial statements.
6 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, 2003. 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, 2004, 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, 2003 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. 7
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, 2004 March 31, 2003 -------------- -------------- Weighted Per Weighted Per Average Share Average Shares Income Shares Amount Income Shares Amount ------ ------ ------ ------ ------ ------ (Dollar Amounts in Thousands, Except Share Amounts) Basic earnings per share Income available to common shareholders $ 609 1,613,408 $ .38 $ 596 1,578,466 $ .38 ======= ======= Effect of dilutive RRP awards and stock options 76,490 72,864 ----------------------- ------------------------ Diluted earnings per share Income available to common shareholders and assumed conversions $ 609 1,689,898 $ .36 $ 596 1,651,330 $ .36 ==============================================================================
Note 4: Stock Options The Company has a stock-based employee compensation plan, which is described more fully in Notes to Financial Statements included in the December 31, 2003 Annual Report to shareholders. The Company accounts for this plan under the recognition and measurement principles of APB Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations. No stock-based employee compensation cost is reflected in net income, as all options granted under the plan had an exercise price equal to the market value of the underlying common stock on the grant date. The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value provisions of Statement of Financial Accounting Standards (SFAS) No. 123, Accounting for Stock-Based Compensation, to stock-based employee compensation. 8
Three Months Ended Three Months Ended March 31, 2004 March 31, 2003 --------------------------------------------------- (Dollar Amounts In Thousands, Except Share Amounts) Net income, as reported $ 609 $ 596 Less: Total stock-based employee compensation cost determined under the fair value based method, net of income taxes 6 7 ----------------------------------- Pro forma net income $ 603 $ 589 =================================== Earnings per share: Basic - as reported $ .38 $ .38 Basic - pro forma $ .37 $ .37 Diluted - as reported $ .36 $ .36 Diluted - pro forma $ .36 $ .36
Note 5: Accounting Change In previous financial statements and reports, the Corporation had consolidated RIVR Statutory Trust I ("Trust") through which it has issued trust preferred securities ("TPS") and reported the TPS as "guaranteed preferred beneficial interests in the Company's subordinated debentures" in the consolidated balance sheets. The Financial Accounting Standards Board ("FASB") had previously issued FASB Interpretation No. 46 ("FIN 46") and, in December 2003, issued a revision to FIN 46 to clarify certain provisions which affected the accounting for TPS. As a result of the provisions in FIN 46, the Trust should be deconsolidated, with the Company accounting for its investment in the Trust as assets, its subordinated debentures as debt, and the interest paid thereon as interest expense. During 2003, the Corporation classified the TPS as debt and the dividends as interest but eliminated its common stock investment and dividends received from the Trust. FIN 46 permits and encourages restatement of prior period results. The prior period financial information has not been adjusted to give effect to the revised provisions of FIN 46 as the changes are not material to the financial statements and would have had no effect on previously reported net interest margin, net income or earnings per share. Note 6: Reclassifications Certain reclassifications have been made to the 2003 consolidated condensed financial statements to conform to the March 31, 2004 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. 9 Critical Accounting Policies The notes to the consolidated financial statements contain a summary of the Corporation's significant accounting policies presented on pages 25 through 27 of the Annual Report to Shareholders for the year ended December 31, 2003. Certain of these policies are important to the portrayal of the Corporation's financial condition, since they require management to make difficult, complex or subjective judgments, some of which may relate to matters that are inherently uncertain. Management believes that its critical accounting policies include determining the allowance for loan losses and the valuation of mortgage servicing rights. Allowance for loan losses The allowance for loan losses is a significant estimate that can and does change based on management's assumptions about specific borrowers and current general economic and business conditions, among other factors. Management reviews the adequacy of the allowance for loan losses on at least a quarterly basis. The evaluation by management includes consideration of past loss experience, changes in the composition of the loan portfolio, the current condition and amount of loans outstanding, identified problem loans and the probability of collecting all amounts due. The allowance for loan losses represents management's estimate of probable losses inherent in the Corporation's loan portfolios. In determining the appropriate amount of the allowance for loan losses, management makes numerous assumptions, estimates and assessments. The Corporation's strategy for credit risk management includes conservative, centralized credit policies, and uniform underwriting criteria for all loans as well as an overall credit limit for each customer significantly below legal lending limits. The strategy also emphasizes diversification on a geographic, industry and customer level, regular credit quality reviews and quarterly management reviews of large credit exposures and loans experiencing deterioration of credit quality. The Corporation's allowance consists of three components: probable losses estimated from individual reviews of specific loans, probable losses estimated from historical loss rates, and probable losses resulting from economic or other deterioration above and beyond what is reflected in the first two components of the allowance. Larger commercial loans that exhibit probable or observed credit weaknesses are subject to individual review. Where appropriate, reserves are allocated to individual loans based on management's estimate of the borrower's ability to repay the loan given the availability of collateral, other sources of cash flow and legal options available to the Corporation. Included in the review of individual loans are those that are impaired as provided in SFAS No. 114, Accounting by Creditors for Impairment of a Loan. Any allowances for impaired loans are measured based on the present value of expected future cash flows discounted at the loan's effective interest rate or fair value of the underlying collateral. The Corporation evaluates the collectibility of both principal and interest when assessing the need for a loss accrual. Historical loss rates are applied to other commercial loans not subject to specific reserve allocations. Homogenous loans, such as consumer installment and residential mortgage loans are not individually risk graded. Rather, standard credit scoring systems are used to assess credit risks. Reserves are established for each pool of loans based on the expected net charge-offs for one year. Loss rates are based on the average net charge-off history by loan category. 10 Historical loss rates for commercial and consumer loans may be adjusted for significant factors that, in management's judgment, reflect the impact of any current conditions on loss recognition. Factors which management considers in the analysis include the effects of the national and local economies, trends in the nature and volume of loans (delinquencies, charge-offs and nonaccrual loans), changes in mix, credit score migration comparisons, asset quality trends, risk management and loan administration, changes in the internal lending policies and credit standards, collection practices and examination results from bank regulatory agencies and the Corporation's internal loan review. An unallocated reserve is maintained to recognize the imprecision in estimating and measuring loss when evaluating reserves for individual loans or pools of loans. Allowances on individual loans and historical loss rates are reviewed quarterly and adjusted as necessary based on changing borrower and/or collateral conditions and actual collection and charge-off experience. The Corporation's primary market area for lending is southeastern Indiana. When evaluating the adequacy of allowance, consideration is given to this regional geographic concentration and the closely associated effect changing economic conditions have on the Corporation's customers. The Corporation has not substantively changed any aspect to its overall approach in the determination of the allowance for loan losses. There have been no material changes in assumptions or estimation techniques as compared to prior periods that impacted the determination of the current period allowance. Valuation of Mortgage Servicing Rights The Company recognizes the rights to service mortgage loans as separate assets in the consolidated balance sheet. The total cost of loans when sold is allocated between loans and mortgage servicing rights based on the relative fair values of each. Mortgage servicing rights are subsequently carried at the lower of the initial carrying value, adjusted for amortization, or fair value. Mortgage servicing rights are evaluated for impairment based on the fair value of those rights. Factors included in the calculation of fair value of the mortgage servicing rights include, estimating the present value of future net cash flows, market loan prepayment speeds for similar loans, discount rates, servicing costs, and other economic factors. Servicing rights are amortized over the estimated period of net servicing revenue. It is likely that these economic factors will change over the life of the mortgage servicing rights, resulting in different valuations of the mortgage servicing rights. The differing valuations will affect the carrying value of the mortgage servicing rights on the consolidated balance sheet as well as the income recorded from loan servicing in the income statement. As of March 31, 2004 and December 31, 2003, mortgage servicing rights had carrying values of $832,000 and $854,000, respectively. Financial Condition At March 31, 2004, the Corporation's consolidated assets totaled $252.0 million, an decrease of $3.1 million, or 1.2%, from December 31, 2003. The decrease in assets resulted primarily from a decrease in cash and securities of approximately $11.0 million and an offsetting increase of approximately $7.0 million in net loans. Liquid assets (i.e., cash and interest-earning deposits) decreased by $4.9 million from December 31, 2003 levels, to a total of $7.6 million at March 31, 2004. Investment securities decreased by $6.1 million, or 17.7%, to a total of $28.5 million at March 31, 2004 due to the increase in loans. Net loans receivable were $199.0 million at March 31, 2004, an increase of $6.8 million, or 3.5%, from $192.2 million at December 31, 2003. The Corporation's allowance for loan losses totaled $2.1 million at December 31, 2003 and $2.2 million at March 31, 2004, which represented 1.06% and 1.10% respectively of total loans. Non-performing loans (defined as loans delinquent greater than 90 days and loans on nonaccrual status) totaled $514,000 and $469,000 at December 31, 2003 and March 31, 2004, respectively. Although management believes that its allowance for loan losses at March 31, 2004, 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. 11 Deposits totaled $168.5 million at March 31, 2004, a decrease of $11.5 million, or 6.4%, compared to total deposits at December 31, 2003. The decrease for the three-month period resulted from outflow of County Government funds. Advances from the Federal Home Loan Bank totaled $52.0 million and $43.0 million respectively at March 31, 2004 and December 31, 2003. These advances are a readily available source of funding for periods when loan demand exceeds deposit growth. Shareholders' equity totaled $22.6 million at March 31, 2004, a decrease of $300,000, or 1.3%, from $22.9 million at December 31, 2003. The decrease resulted primarily from the repurchase of shares of RVB stock. The Bank is required to maintain minimum regulatory capital pursuant to federal regulations. At March 31, 2004, the Bank's regulatory capital exceeded all applicable regulatory capital requirements. Comparison of Operating Results for the Three Months Ended March 31, 2004 and 2003 General The Corporation's net income for the three months ended March 31, 2004 totaled $609,000, an increase of $13,000, or 2.2%, from the $596,000 reported for the quarter ended March 31, 2003. The increase in income for the 2003 period was primarily attributable to an increase in interest income and a decrease in the other expenses offset by a decrease in other income. Net Interest Income Total interest income for the three months ended March 31, 2004 amounted to $3.2 million, an increase of $126,000, or 4.1%, from the comparable quarter in 2003. This increase reflects an increase in average interest-earning assets outstanding offset by a decrease in the loan yield of .73 %. Interest expense on deposits decreased by $186,000, or 21.0%, to a total of $699,000 for the quarter ended March 31, 2004, 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 $583,000 for the three months ended March 31, 2004, an increase of $147,000 from the comparable period in 2003. 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 $165,000 or 9.3%, for the three months ended March 31, 2004, as compared to the comparable period in 2003. 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 $102,000 provision for losses on loans for the three months ended March 31, 2004, compared to the $90,000 amount recorded in the 2003 period. While management believes that the allowance for losses on loans is adequate at March 31, 2004, 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. 12 Other Income Other income decreased by $249,000, for the three months ended March 31, 2004, as compared to the same period in 2003, due primarily to a decrease of $386,000 in gain on sale of loans. River Valley sold $4.6 million in loans during the quarter ended March 31, 2004 compared to $22.3 million during the first quarter of 2003. Service fee income and other income increased $131,000 due to new programs and services introduced in late 2003. Other Expense Other expense decreased by $57,000, during the three months ended March 31, 2004, compared to the same period in 2003. The decrease was due primarily to a decrease in the other category of $193,000. This decrease primarily resulted from a decrease in mortgage servicing rights amortization. The decreases in other expenses was offset by an increase in net occupancy and equipment expense of $52,000 and an increase in employee compensation and benefits of $101,000. Employee compensation and benefits and net occupancy and equipment expense increased due to an increase in employees to service an increased asset base and expanded branch network. Income Taxes The provision for income taxes totaled $367,000 for the three months ended March 31, 2004, a decrease of $52,000, or 12.4%, as compared to the same period in 2003. The effective tax rates were 37.6% and 41.2% for the three months ended March 31, 2004 and 2003, respectively. The decline in the effective tax rate was primarily due an increase in non-taxable cash surrender value insurance income recorded in the first quarter of 2004 as compared to the first quarter of 2003. 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. Item 3. Controls and Procedures A. Evaluation of disclosure controls and procedures. The Company's chief executive officer and chief financial officer, after evaluating the effectiveness of the Company's disclosure controls and procedures (as defined in Sections 13a-15(e) and 15d-15(e) of regulations promulgated under the Securities Exchange Act of 1934, as amended), as of the end of the most recent fiscal quarter covered by this quarterly report (the "Evaluation Date"), have concluded that as of the Evaluation Date, the Company's disclosure controls and procedures were adequate and are designed to ensure that material information relating to the Company would be made known to such officers by others within the Company on a timely basis. B. Changes in internal controls. There were no significant changes in the Company's internal control over financial reporting identified in connection with the Company's evaluation of controls that occurred during the Company's last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting. 13 PART II. OTHER INFORMATION Item 1. Legal Proceedings. None. Item 2. Changes in Securities and Issuer Purchases of Equity Securities. Purchases of common stock made by or on behalf of the Company during the three months ended March 31, 2004, are set forth below:
Total Number of Maximum Number of Shares Purchased as Shares That May Total Number of Average Part of Publicly Yet Be Purchased Period Shares Purchased Price Announced Plan Under the Plan ------ ---------------- ------- -------------------- ----------------- January 2004 6,500 $27.48 6,500 * February 2004 16,361 $27.33 16,361 * March 2004 11,988 $25.86 11,988 * ------ ------ 34,849 $26.89 34,849 * * Up to 10% of total shares outstanding may be repurchased at a given time by the Company.
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) Exhibits 31(1) CEO Certification required by 17 C.F.R. Section 240.13a-14(a) 31(2) CFO Certification required by 17 C.F.R. Section 240.13a-14(a) 32 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (b) Reports on Form 8-K i) On January 23, 2004, a press release regarding the Corporation's results of operations for the period ended December 31, 2003 was filed under Items 7 and 12 on Form 8-K. 14 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 17, 2004 By: /s/ Matthew P. Forrester ------------------------------------- Matthew P. Forrester President and Chief Executive Officer Date: May 17, 2004 By: /s/ Larry C. Fouse ------------------------------------- Larry C. Fouse Vice President of Finance 15