-----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, Lr5OMmgqecg3ZiZ7tDbbR6jZAEYBRBweU/nSzLQqLb2rrwlfYlxgc4OzqMZB+ReS CUE3bLmfHpRfgWjoHaoQfQ== 0000908834-05-000537.txt : 20050812 0000908834-05-000537.hdr.sgml : 20050812 20050812112049 ACCESSION NUMBER: 0000908834-05-000537 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20050630 FILED AS OF DATE: 20050812 DATE AS OF CHANGE: 20050812 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: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-21765 FILM NUMBER: 051019703 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 10-Q 1 rv10q_0810.htm RIVER VALLEY FORM 10-Q 08/10/2005 River Valley Form 10-Q 08/10/2005
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 SECURITIE EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2005 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 registrant 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, including Zip Code)

(812) 273-4949
(Registrant’s telephone number, including area code)


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 report), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [   ]

Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes [   ] No [X]

The number of shares of the Registrant’s common stock, without par value, outstanding as of June 30, 2005 was 1,588,987.



RIVER VALLEY BANCORP
FORM 10-Q

INDEX

     
Page No.
       
FORWARD LOOKING STATEMENT
3
       
PART I.
 
FINANCIAL INFORMATION
3
       
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
10
       
Item 3.
 
Quantitative and Qualitative Disclosure about Market Risk
15
       
Item 4.
 
Controls and Procedures
16
       
PART II.
 
OTHER INFORMATION
 
       
Item 1.
 
Legal Proceedings
16
Item 2.
 
Unregistered Sales of Equity Securities and Use of Proceeds
16
Item 3.
 
Defaults Upon Senior Securities
16
Item 4.
 
Submission of Matters to a Vote of Security Holders
16
Item 5.
 
Other Information
16
Item 6.
 
Exhibits
16
       
SIGNATURES
17
   
CERTIFICATIONS
18


2


PART I FINANCIAL INFORMATION
Item 1. Financial Statements

RIVER VALLEY BANCORP
Consolidated Condensed Balance Sheets

   
June 30,
2005
 
December 31,
2004
 
   
 (In Thousands, Except Share Amounts)
 
   
 (Unaudited)
     
 Assets          
Cash and due from banks
 
$
6,308
 
$
4,911
 
Interest-bearing demand deposits
   
926
   
7,526
 
Cash and cash equivalents
   
7,234
   
12,437
 
Investment securities available for sale
   
45,541
   
26,964
 
Loans held for sale
   
182
   
337
 
Loans
   
235,161
   
233,400
 
Allowance for loan losses
   
2,314
   
2,364
 
Net loans
   
232,847
   
231,036
 
Premises and equipment
   
7,718
   
6,798
 
Federal Home Loan Bank stock
   
4,000
   
3,281
 
Interest receivable
   
1,790
   
1,599
 
Other assets
   
6,614
   
6,975
 
Total assets
 
$
305,926
 
$
289,427
 
               
Liabilities
             
Deposits
             
Non-interest-bearing
 
$
17,873
 
$
5,066
 
Interest-bearing
   
151,708
   
155,472
 
Total deposits
   
169,581
   
170,538
 
Borrowings
   
111,555
   
94,600
 
Interest payable
   
445
   
382
 
Other liabilities
   
1,357
   
1,514
 
Total liabilities
   
282,938
   
267,034
 
               
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 - 1,588,987 and 1,584,377 shares
             
Additional paid-in capital
   
8,988
   
8,843
 
Retained earnings
   
14,339
   
13,800
 
Shares acquired by stock benefit plans
   
(157
)
 
(215
)
Accumulated other comprehensive income
   
(182
)
 
(35
)
Total shareholders’ equity
   
22,988
   
22,393
 
               
Total liabilities and shareholders’ equity
 
$
305,926
 
$
289,427
 
 
See notes to consolidated condensed financial statements.


3

RIVER VALLEY BANCORP
Consolidated Condensed Statements of Income
(Unaudited)

   
Six Months Ended
 
Three Months Ended
 
   
June 30,
 
June 30,
 
   
2005
 
2004
 
2005
 
2004
 
       
Interest Income
 
(In Thousands, Except Share Amounts)
 
                   
Loans receivable
 
$
6,958
 
$
5,856
 
$
3,549
 
$
2,945
 
Investment securities
   
668
   
470
   
356
   
214
 
Interest-earning deposits and other
   
161
   
88
   
97
   
47
 
Total interest income
   
7,787
   
6,414
   
4,002
   
3,206
 
                           
Interest Expense
                         
Deposits
   
1,614
   
1,365
   
823
   
666
 
Borrowings
   
2,106
   
1,234
   
1,104
   
651
 
Total interest expense
   
3,720
   
2,599
   
1,927
   
1,317
 
                           
Net Interest Income
   
4,067
   
3,815
   
2,075
   
1,889
 
Provision for loan losses
   
144
   
194
   
72
   
92
 
Net Interest Income After Provision for Loan Losses
   
3,923
   
3,621
   
2,003
   
1,797
 
                           
Other Income
                         
Net realized gains on sales of available-for-sale securities
   
0
   
9
   
0
   
3
 
Service fees and charges
   
892
   
862
   
464
   
442
 
Net gains on loan sales
   
172
   
262
   
105
   
156
 
Other income
   
171
   
185
   
91
   
97
 
Total other income
   
1,235
   
1,318
   
660
   
698
 
                           
Other Expenses
                         
Salaries and employee benefits
   
1,838
   
1,557
   
909
   
799
 
Net occupancy and equipment expenses
   
546
   
479
   
268
   
240
 
Data processing fees
   
57
   
73
   
31
   
33
 
Advertising
   
117
   
117
   
56
   
66
 
Legal and professional fees
   
153
   
100
   
97
   
70
 
        Other Expenses
   
679
   
778
   
414
   
428
 
Total other expenses
   
3,390
   
3,104
   
1,775
   
1,636
 
                           
Income Before Income Tax
   
1,768
   
1,835
   
888
   
859
 
Income tax expense
   
623
   
681
   
258
   
314
 
                           
Net Income
 
$
1,145
 
$
1,154
 
$
630
 
$
545
 
                           
Basic earnings per share
 
$
.73
 
$
.72
 
$
.40
 
$
.34
 
Diluted earnings per share
   
.70
   
.69
   
.38
   
.33
 
Dividends per share
   
.385
   
.35
   
.195
   
.18
 
 
See notes to consolidated condensed financial statements.
4


RIVER VALLEY BANCORP
Consolidated Condensed Statements of Comprehensive Income
(Unaudited)



   
Six Months Ended
June 30,
 
Three Months Ended
June 30,
 
   
2005
 
2004
 
2005
 
2004
 
   
(In Thousands)
 
Net income
 
$
1,145
 
$
1,154
 
$
630
 
$
545
 
Other comprehensive income, net of tax
                         
Unrealized gains on securities available for sale
                         
                           
Unrealized holding gains arising during the period, net of tax expense (benefit) of $(97), $(149), $33 and $(169)
   
(147
)
 
(227
)
 
50
   
(277
)
                           
Less: Reclassification adjustment for gains (losses) included in net income, of tax expense (benefit) of $0, $4, $0, and $1
   
--
   
5
   
--
   
2
 
     
(147
)
 
(232
)
 
50
   
(279
)
Comprehensive income
 
$
998
 
$
922
 
$
680
 
$
266
 


See notes to consolidated condensed financial statements.

5

RIVER VALLEY BANCORP
Consolidated Condensed Statements of Cash Flows
(Unaudited)
 
   
Six Months Ended
 
   
June 30,
 
   
2005
 
2004
 
Operating Activities
 
(In Thousands)
 
Net income
 
$
1,145
 
$
1,154
 
Adjustments to reconcile net income to net cash provided by operating activities
             
Provision for loan losses
   
144
   
194
 
Depreciation and amortization
   
284
   
283
 
Investment securities (gains) losses
   
(0
)
 
(9
)
Loans originated for sale in the secondary market
   
(7,725
)
 
(12,596
)
Proceeds from sale of loans in the secondary market
   
7,958
   
12,571
 
Gain on sale of loans
   
(172
)
 
(262
)
Amortization of deferred loan origination cost
   
58
   
151
 
Amortization of expense related to stock benefit plans
   
170
   
210
 
Net change in:
             
Interest receivable
   
(191
)
 
65
 
Interest payable
   
63
   
(140
)
    Other adjustments
   
12
   
(118
)
Net cash provided by operating activities
   
1,746
   
1,503
 
               
Investing Activities
             
Purchases of securities available for sale
   
(26,818
)
 
(1,147
)
Proceeds from maturities of securities available for sale
   
8,008
   
6,016
 
Proceeds from sale of securities available for sale
   
0
   
4,196
 
Purchase of Federal Home Loan Bank stock
   
(645
)
 
(571
)
Net change in loans
   
(16,719
)
 
(17,337
)
Proceeds from sale of foreclosed real estate
   
15,000
   
-
 
Purchases of premises and equipment
   
(1,204
)
 
(590
)
Net cash used in investing activities
   
(22,378
)
 
(9,433
)
               
Financing Activities
             
Net change in
             
Noninterest-bearing, interest-bearing demand and savings deposits
   
2,257
   
(4,337
)
Certificates of deposit
   
(3,214
)
 
(4,160
)
Short term borrowings
   
2,955
   
---
 
Proceeds from borrowings
   
25,000
   
23,000
 
Repayment of borrowings
   
(11,000
)
 
(10,000
)
Cash dividends
   
(597
)
 
(555
)
Purchase of stock
   
0
   
(1,455
)
Stock options exercised
   
17
   
78
 
Acquisition of stock for stock benefit plans
   
0
   
(34
)
Advances by borrowers for taxes and insurance
   
11
   
25
 
Net cash provided by financing activities
   
15,429
   
2,562
 
               
Net Change in Cash and Cash Equivalents
   
(5,203
)
 
(5,368
)
               
Cash and Cash Equivalents, Beginning of Period
   
12,437
   
12,512
 
               
Cash and Cash Equivalents, End of Period
 
$
7,234
 
$
7,144
 
               
Additional Cash Flows and Supplementary Information
             
Interest paid
 
$
3,657
 
$
2,739
 
Income tax paid
   
502
   
499
 
 
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 and portions of northwestern Kentucky 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-Q and, therefore, do not included 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-K for the year ended December 31, 2004. 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 six and three month periods ended June 30, 2005, 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, 2004 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 inter-company 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.
 

   
Six Months Ended
June 30, 2005
 
Six Months Ended
June 30, 2004
 
   
Income
 
Weighted Average Shares
 
Per
Share Amount
 
Income
 
Weighted Average Shares
 
Per
Share Amount
 
   
(Dollar Amounts In Thousands, Except Share Amounts)
 
Basic earnings per share
                                     
Income available to common shareholders
 
$
1,145
   
1,576,385
 
$
.73
 
$
1,154
   
1,606,296
 
$
.72
 
                                       
Effect of dilutive RRP awards and stock options
         
62,038
               
73,618
       
                                       
Diluted earnings per share
                                     
Income available to common shareholders and assumed conversions
 
$
1,145
   
1,638,423
 
$
.70
 
$
1,154
   
1,679,914
 
$
.69
 
 
 

 
   
Three Months Ended
June 30, 2005
 
Three Months Ended
June 30, 2004
 
   
 
 
Income
 
Weighted Average Shares
 
Per
Share Amount
 
 
 
Income
 
Weighted Average Shares
 
Per
Share Amount
 
   
(Dollar Amounts In Thousands, Except Share Amounts)
 
Basic earnings per share
                                     
Income available to common shareholders
 
$
630
   
1,579,634
 
$
.40
 
$
545
   
1,599,284
 
$
.34
 
                                       
Effect of dilutive RRP awards and stock options
         
60,330
               
70,747
       
                                       
Diluted earnings per share
                                     
Income available to common shareholders and assumed conversions
 
$
630
   
1,639,964
 
$
.38
 
$
545
   
1,670,031
 
$
.33
 


8


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, 2004 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.
 
   
 
Six Months
Ended
June 30, 2005
 
Six Months
 Ended
June 30, 2004
 
Three
Months
Ended
June 30, 2005
 
Three
Months
Ended
June 30, 2004
 
 
Net income, as reported
 
$
1,145
 
$
1,154
 
$
630
 
$
545
 
 
Less: Total stock-based employee compensation cost determined under the fair value based method, net of income taxes
   
8
   
13
   
3
   
7
 
 
Pro forma net income
 
$
1,137
 
$
1,141
 
$
627
 
$
538
 
 
Earnings per share:
                         
 
Basic - as reported
 
$
.73
 
$
.72
 
$
.40
 
$
.34
 
 
Basic - pro forma
   
.72
   
.71
   
.40
   
.34
 
 
Diluted - as reported
   
.70
   
.69
   
.39
   
.33
 
 
Diluted - pro forma
   
.69
   
.68
   
.38
   
.32
 

In December, 2004, the Financial Accounting Standards Board (FASB) issued an amendment to SFAS 123(SFAS 123R) which eliminates the ability to account for share-based compensation transactions using Accounting Principles Board Opinion No. 25 and generally requires that such transactions be accounted for using a fair value-based method. SFAS 123R will be effective for the Company beginning January 1, 2006. SFAS 123R applies to all awards granted after the required effective date and to awards modified, repurchased, or cancelled after that date. The cumulative effect of initially applying this Statement, if any, is recognized as of the required effective date.

As of the required effective date, the Company will apply SFAS 123R using either the modified version of prospective application or the modified version of retrospective application. Under prospective transition method, compensation cost is recognized on or after the required effective date for the portion of outstanding awards for which the requisite service has not yet been rendered, based on the grant-date fair value of those awards calculated under SFAS 123 for either recognition or pro forma disclosures. For periods before the required effective date, a company may elect to apply a modified version of retrospective application under which financial statements for prior periods are adjusted on a basis consistent with the pro forma disclosures required for those periods by SFAS 123.

The Company is currently evaluating the effect of the recognition and measurement provisions of SFAS 123R but believes the adoption of SFAS 123R will not result in a material impact on the Company’s results of operation or financial condition.

9

Note 5: Reclassifications

Certain reclassifications have been made to the 2004 consolidated condensed financial statements to conform to the June 30, 2005 presentation.

Note 6: Recent Accounting Developments

In June, 2005 the FASB Board decided not to provide additional guidance on the meaning of other-than-temporary impairment, but directed the FASB staff to issue a staff position (FSP) which will be retitled FSP 115-1 “The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments”. The final FSP will supersede EITF Issue No. 03-1, “The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments,” and EITF Topic No. D-44, “Recognition of Other-Than-Temporary Impairment upon the Planned Sale of a Security Whose Cost Exceeds Fair Value.” FSP FAS 115-1 will replace guidance in EITF Issue 03-1 on loss recognition with references to existing other-than-temporary impairment guidance, such as FASB Statement No. 115, “Accounting for Certain Investments in Debt and Equity Securities”. FSP FAS 115-1 will clarify that an investor should recognize an impairment loss no later than when the impairment is deemed other than temporary, even if a decision to sell has not been made.

FSP FAS 115-1 will be effective for other-than-temporary impairment analysis conducted in periods beginning after September 15, 2005. The Company has consistently followed the loss recognition guidance in SFAS No. 115, so the adoption of FSP FAS 115-1 will not have any significant impact on the Company's financial condition or results of operation.


Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations

Forward Looking Statement

This Quarterly Report on Form 10-Q ("Form 10-Q") 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-Q 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-Q 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-Q 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.

Critical Accounting Policies

The notes to the consolidated financial statements contain a summary of the Corporation’s significant accounting policies presented on pages 24 through 26 of the Annual Report to Shareholders for the year ended December 31, 2004. 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.
 
10

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.
 
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 non-accrual 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 and portions of northwestern Kentucky. 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.
 
11

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 June 30, 2005 and December 31, 2004, mortgage servicing rights had carrying values of $918,000 and $860,000, respectively.

Financial Condition

At June 30, 2005, the Corporation’s consolidated assets totaled $305.9 million, an increase of $16.5 million, or 5.7%, from December 31, 2004. The increase in assets resulted from an increase in securities of $18.6 million and an offsetting decrease of approximately $5.2 million in cash and cash equivalents. Net loans receivable, including loans held for sale, were $233.0 million at June 30, 2005, an increase of $1.6 million, or .7%, from $231.4 million at December 31, 2004.

The Corporation’s allowance for loan losses totaled $2.4 million at December 31, 2004 and $2.3 million at June 30, 2005, which represented approximately 1.0% for both periods. Non-performing loans (defined as loans delinquent greater than 90 days and loans on non-accrual status) totaled $2,100,000.00 and $1,272,000.00 million at December 31, 2004 and June 30, 2005, respectively. Although management believes that its allowance for loan losses at June 30, 2005, 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 $169.6 million at June 30, 2005, a decrease of $957,000, or .6%, compared to total deposits at December 31, 2004. The decrease for the six-month period is a result of the increased competition for funds. Increasing or even maintaining current funds is very difficult in our market area. Rates are slowly rising, customers are moving funds for even a slight difference in rate.

Advances from the Federal Home Loan Bank totaled $65.0 million at December 31, 2004 and $79.0 million at June 30, 2005. These advances had a negative effect on the bottom line during the first and second quarters due to an increase in their interest rates. The average cost of Federal Home Loan Bank advances at June 30, 2005 was 4.24%, a .14% increase over the average cost at December 31, 2004. Total borrowings were $111,555,000 as of June 30, 2005. The short term portion of this amount is $25,555,000, which is repurchase agreements pledged to certain retail deposit “Sweep” accounts not included in deposit balances.

Stockholders’ equity totaled $23.0 at June 30, 2005, an increase of $.6 million, or 2.7%, from $22.4 million at December 31, 2004. The increase resulted primarily from net income for the period partially offset by cash dividends. We did also increase our dividend, paying $0.195 per share to the holders of record on June 25, 2005, payable on July 15, 2005.

The Bank is required to maintain minimum regulatory capital pursuant to federal regulations. At June 30, 2005, the Bank’s regulatory capital exceeded all applicable regulatory capital requirements.
 
 
Comparison of Operating Results for the Six Months Ended June 30, 2005 and 2004

General

The Corporation’s net income for the six months ended June 30, 2005, totaled $1,145,000, a decrease of $9,000 or .8% from the $1,154,000 reported for the period ended June 30, 2004. This decrease is primarily caused by the Company’s decreasing gains on sale of loans.
 
12

Net Interest Income

Total interest income for the six months ended June 30, 2005 amounted to $7.8 million, an increase of $1.4 million, or 21.4%, above the comparable period in 2004, reflecting the effects of a large increase in our loan portfolio and an increase in the loan yield from 5.8% for the 2004 period to 6.1% for the 2005 period.

Interest expense on deposits increased by $249,000, or 18.2%, to a total of $1.6 million for the six months ended June 30, 2005, due primarily to a increase in the average cost of deposits. Interest expense on borrowings totaled $2,106,000 for the six months ended June 30, 2005, an increase of $872,000, from the comparable period in 2004. The increase resulted primarily from an increase in average borrowings year-to-year and an increase of approximately .25% in the rate.

As a result of the foregoing changes in interest income and interest expense, net interest income increased by $252,000 or 6.6%, for the six months ended June 30, 2005, as compared to the comparable period in 2004.

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 $144,000 provision for losses on loans for the six months ended June 30, 2005, compared to the $194,000 amount recorded in the 2004 period. The 2005 provision amount was predicated on the increase in the balance of the loan portfolio, coupled with the decrease in the level of delinquent loans year-to-year. While management believes that the allowance for losses on loans is adequate at June 30, 2005, 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 assets in the future.

Other Income

Other income decreased by $83,000, or 6.3%, for the six months ended June 30, 2005, as compared to the same period in 2004, due primarily to the $90,000 decrease in gains on sale of loans. There is a 50 basis point difference(increase) in the rates charged for the fixed rate loans that are sold. This is enough to deter many borrowers from refinancing their mortgage loans. This decrease in sold loan gains was partially offset by an increase in service fees and charges of $30,000 and a decrease in other income of $14,000.

Other Expense

Other expense increased by $286,000, or 9.2%, during the six months ended June 30, 2005, as compared to the same period in 2004. The increase was due primarily to the increase in salary/ benefit expense. This increase was the result of the increase in employees to service an increased asset base and expanded branch network.

Income Taxes

The provision for income taxes totaled $623,000 for the six months ended June 30, 2005, a decrease of $58,000, or 8.5%, as compared to the same period in 2004. The effective tax rates were 35.2% and 37.1% for the six months ended June 30, 2005 and 2004, respectively.

13


Comparison of Operating Results for the Three Months Ended June 30, 2005 and 2004

General

The Corporation’s net income for the three months ended June 30, 2005, totaled $630,000, a increase of $85,000, or 15.6%, from the $545,000 of net income reported in the comparable 2004 period. The increase in earnings in the 2005 period was primarily attributable to an increase in total interest income of approximately $800,000, which was offset by an increase in total interest expense of approximately $610,000 and salaries / employee benefits of $110,000.

Net Interest Income

Total interest income for the three months ended June 30, 2005 amounted to $4.0 million, an increase of $796,000, or 24.8%, from the comparable quarter in 2004, reflecting the effects of an increase in average balance of loans and securities year to year. Interest income on loans totaled $3.5 million for the three months ended June 30, 2005, an increase of approximately $604,000, or 20.5%, from the comparable 2004 quarter.

Interest expense on deposits increased by $157,000, or 23.6%, to a total of $.8 million for the quarter ended June 30, 2005, due primarily to an increase in the average cost of deposits. Interest expense on borrowings totaled $1,104,000 for the three months ended June 30, 2005, an increase of $453,000 over the comparable quarter in 2004. The increase resulted primarily from an increase in average borrowings outstanding from year-to-year.

As a result of the foregoing changes in interest income and interest expense, net interest income increased by $186,000, or 9.8%, for the three months ended June 30, 2005, as compared to the same quarter in 2004.

Provision for Losses on Loans

A provision for losses on loans is charged to earnings 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 $72,000 provision for losses on loan for the three months ended June 30, 2005, compared to the $92,000 recorded in the 2004 period. While management believes that the allowance for losses on loans is adequate at June 30, 2005, 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 assets in the future.

Other Income

Other income decreased by $38,000 for the three months ended June 30, 2005, as compared to the same period in 2004, due primarily to a $51,000 decrease in gains on loan sales and a $22,000 increase in service fees and charges for the three months ended June 30, 2005, as compared to the same period in 2004. Higher mortgage rates that deterred borrowings from refinancing was the main reason for the decline in income.

Other Expense

Other expense increased by $139,000, or 8.5%, during the three months ended June 30, 2005, compared to the same period in 2004. This increase resulted primarily from the increase in salaries/benefits and occupancy/equipment expenses, which was the result of hiring several new employees for a new branch due to open early in the 3rd quarter of 2005 and because of more expense related to the branch opened approximately a year ago.

Income Taxes

The provision for income taxes totaled $258,000 for the three months ended June 30, 2005, a decrease of $56,000, or 17.8%, as compared to the same period in 2004. The effective tax rates were 29.0% and 36.6% for the three months ended June 30, 2005 and 2004, respectively.


14


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. Quantitative and Qualitative Disclosures About Market Risk

An important part of River Valley Financial Bank’s asset/liability management policy includes examining the interest rate sensitivity of the assets and liabilities and monitoring the expected effects of interest rate changes on its net portfolio value.

Presented below, as of March 31, 2005 and 2004, is an analysis performed by the OTS of River Valley’s interest rate risk as measured by changes in River Valley’s net portfolio value (“NPV”) for instantaneous and sustained parallel shifts in the yield curve, in 100 basis point increments, up 300 basis points and down 200 basis points. Down -200 basis points was added back as of the March 31, 2005 calculations.

March 31, 2005

   
Net Portfolio Value
 
NPV as% of PV of Assets
 
Changes
                     
In Rates
 
$ Amount
 
$ Change
 
%Change
 
NPV Ratio
 
Change
 
(Dollars in thousands)
 
+300 bp
   
39,448
   
763
   
+2
%
 
13.10
%
 
+80bp
 
+200 bp
   
39,747
   
1,063
   
+3
%
 
13.06
%
 
+56bp
 
+100 bp
   
39,566
   
881
   
+2
%
 
12.88
%
 
+38bp
 
0 bp
   
38,684
               
12.50
%
     
-100 bp
   
36,909
   
-1,775
   
-5
%
 
11.86
%
 
-64bp
 
-200 bp
   
34,220
   
-4,464
   
-12
%
 
10.96
%
 
-154bp
 

March 31, 2004

   
Net Portfolio Value
 
NPV as% of PV of Assets
 
Changes
                     
In Rates
 
$ Amount
 
$ Change
 
%Change
 
NPV Ratio
 
Change
 
(Dollars in thousands)
 
+300 bp
   
35,327
   
2,381
   
+7
%
 
14.00
%
 
+125 bp
 
+200 bp
   
35,351
   
2,405
   
+7
%
 
13.86
   
+112 bp
 
+100 bp
   
34,572
   
1,627
   
+5
%
 
13.45
   
+70 bp
 
0 bp
   
32,946
               
12.75
       
-100 bp
   
30,661
   
-2,284
   
-7
%
 
11.82
   
-93 bp
 

Management believes at June 30, 2005 there have been no material changes in River Valley’s interest rate sensitive instruments which would cause a material change in the market risk exposures which affect the quantitative and qualitative risk disclosures as presented in Item 6., Management’s Discussion and Analysis or Plan of Operation, of the Company’s Annual Report on Form 10-KSB for the period ended December 31, 2004.

15


Item 4. 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.

PART II. OTHER INFORMATION

Item 1.    Legal Proceedings

None.

Item 2.    Changes in Securities and Use of Proceeds and Issuers Purchases of Equity Securities.

None.

Item 3.    Defaults Upon Senior Securities.

None.

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

On April 20, 2005, the Annual Meeting of the Corporation’s shareholders was held. Three directors were  elected to the following terms and by the following votes:


 
For
Votes Withheld
Michael J. Hensley (three-year term)
1,378,027
4,684
Fred W. Koehler (three-year term)
1,378,215
4,496
L. Sue Livers, M. S., R. D. (three-year term)
1,377,246
5,465

Directors continuing in office are Robert W. Anger, Matthew P. Forrester, and Charles J. McKay.
 
Item 5.    Other Information.

None.
 
Item 6. 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.

 
16

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:
August 12, 2005
By:
 /s/ Matthew P. Forrester
     
Matthew P. Forrester
 
     
President and Chief Executive Officer
         
         
Date:
August 12, 2005
By:
 /s/ Larry C. Fouse
     
Larry C. Fouse
 
     
Vice President of Finance



17
 
 

 
EX-31.1 2 ex311_0810.htm CEO CERTIFICATION Forrester Certification

Exhibit 31(1)

CERTIFICATION

 
I, Matthew P. Forrester, certify that:
 
1. I have reviewed this quarterly report on Form 10-Q of River Valley Bancorp;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


August 12, 2005
 /s/ Matthew P. Forrester
 
Matthew P. Forrester
President and Chief Executive Officer
   

EX-31.2 3 ex312_0810.htm CFO CERTIFICATION Fouse Certification

Exhibit 31(2)

CERTIFICATION

 
I, Larry C. Fouse, certify that:
 
1. I have reviewed this quarterly report on Form 10-Q of River Valley Bancorp;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


August 12, 2005
 /s/ Larry C. Fouse
 
Larry C. Fouse
Vice President of Finance
   

EX-32 4 ex32_0810.htm SOX CERTIFICATION SOx Certification

EXHIBIT 32


CERTIFICATION

By signing below, each of the undersigned officers hereby certifies pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to his or her knowledge, (i) this report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) the information contained in this report fairly presents, in all material respects, the financial condition and results of operations of River Valley Bancorp.

Signed this 12th day of August, 2005


By:
 /s/ Larry C. Fouse  
By:
 /s/ Matthew P. Forrester
 
Larry C. Fouse
   
Matthew P. Forrester
 
Vice President of Finance
   
President and Chief Executive Officer
         


A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to River Valley Bancorp and will be retained by River Valley Bancorp and furnished to the Securities and Exchange Commission or its staff upon request.


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