RIVER VALLEY BANCORP
10QSB, 2000-11-14
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                   FORM 10-QSB

(Mark One)

[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
       OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended          September 30, 2000
                               ----------------------------------------

                                       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 2-47541

                              RIVER VALLEY BANCORP
             (Exact Name of Registrant as Specified in Its Charter)

Indiana                                                   35-1984567
(State or Other Jurisdiction of                       (I.R.S. Employer
Incorporation or Organization)                     Identification Number)

303 Clifty Drive
Madison, Indiana                                             47250
(Address of Principal                                     (Zip Code)
Executive Office)

Issuer's Telephone Number, Including Area Code: (812) 273-4949

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

Yes   [X]                                               No  [ ]

As of November 10, 2000,  there were 875,874 shares of the  Registrant's  common
stock, without par value, issued and outstanding.

<PAGE>
                              River Valley Bancorp

                                      INDEX

                                                                            Page

PART I.    FINANCIAL INFORMATION

Item 1.      Financial Statements

           Consolidated Condensed Statements of Financial Condition           3

           Consolidated Condensed Statements of Income                        4

           Consolidated Condensed Statements of Comprehensive Income          5

           Consolidated Condensed Statements of Cash Flows                    6

           Notes to 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                                                 15
Item 2.    Changes in Securities and Use of Proceeds                         15
Item 3.    Defaults Upon Senior Securities                                   15
Item 4.    Submission of Matters to a Vote of Security Holders               15
Item 5.    Other Information                                                 15
Item 6.    Exhibits and Reports on Form 8-K                                  15

SIGNATURES                                                                   16


<PAGE>

<TABLE>
<CAPTION>

                              River Valley Bancorp

                 CONSOLIDATED CONDENSED STATEMENTS OF FINANCIAL CONDITION
                                  (Unaudited)
                        (In thousands, except share data)

                                                                         September 30,         December 31,
                                                                             2000                  1999
                                                                         -------------         -----------
ASSETS
<S>                                                                         <C>                <C>
Cash and due from banks                                                     $  3,350            $  3,648
Federal funds sold                                                                 0               1,550
Interest-earning deposits in
   other financial institutions                                                4,692               2,854
                                                                             -------             -------
         Cash and cash equivalents                                             8,042               8,052

Investment securities available for sale                                       5,658               6,301
Investment securities held to maturity                                             0               3,138
Loans receivable - net                                                       135,431             115,131
Office premises and equipment                                                  2,376               1,928
Federal Home Loan Bank stock                                                     943                 943
Accrued interest receivable                                                    1,425               1,043
Other Assets                                                                   2,333               2,159
                                                                             -------             -------
         Total assets                                                       $156,208            $138,695
                                                                            ========            ========
LIABILITIES AND STOCKHOLDERS' EQUITY

Deposits                                                                    $128,044            $114,251
Borrowings                                                                     9,450               6,500
Accrued interest payable                                                         516                 330
Other liabilities                                                              1,045                 748
                                                                             -------             -------
         Total liabilities                                                   139,055             121,829
                                                                             -------             -------
Stockholders' equity

  Preferred stock - 2,000,000 shares without par value
    authorized; no shares issued                                                  -                   -
  Common stock - 5,000,000 shares without par value authorized;
    1,190,250 and 1,190,250 shares issued and outstanding at
    September 30, 2000 and December 31, 1999                                      -                   -
  Additional paid in capital                                                  11,314              11,314
  Retained earnings - substantially restricted                                10,516               9,551
  Shares acquired by stock benefit plans                                        (847)               (967)
  Less 283,278 and 219,753 treasury shares - at cost                          (3,791)             (2,976)
  Accumulated other comprehensive loss                                           (39)                (56)
                                                                             -------             -------
         Total stockholders' equity                                           17,153              16,866
                                                                             -------             -------
         Total liabilities and stockholders' equity                         $156,208            $138,695
                                                                            ========            ========
</TABLE>


  See Notes to Consolidated Condensed Financial Statements.

<PAGE>
                              River Valley Bancorp

                   CONSOLIDATED CONDENSED STATEMENTS OF INCOME
                                  (Unaudited)
                      (In thousands, except per share data)
<TABLE>
<CAPTION>
                                                    Nine months ended            Three months ended
                                                       September 30,                September 30,
                                                    2000         1999            2000         1999
                                                  ------       ------          ------       ------
Interest income
<S>                                               <C>          <C>             <C>          <C>

  Loans                                           $7,498       $6,467          $2,716       $2,134
  Investment securities                              316          454             106          166
  Interest-earning deposits and other                246          315              58           83
                                                  ------       ------          ------       ------
         Total interest income                     8,060        7,236           2,880        2,383
                                                  ------       ------          ------       ------
Interest expense

  Deposits                                         3,690        3,382           1,317        1,072
  Borrowings                                         305           73             148           43
                                                  ------       ------          ------       ------
         Total interest expense                    3,995        3,455           1,465        1,115
                                                  ------       ------          ------       ------

         Net interest income                       4,065        3,781           1,415        1,268

Provision for losses on loans                        132          110              75           10
                                                  ------       ------          ------       ------
         Net interest income after
            provision for losses on loans          3,933        3,671           1,340        1,258
                                                  ------       ------          ------       ------
Other income

  Loss on investment securities                       (4)           0               0            0
  Service fees and charges                           711          552             281          199
  Other income                                       114           64              14            6
                                                  ------       ------          ------       ------
         Total other income                          821          616             295          205
                                                  ------       ------          ------       ------
Other expense

  Employee compensation and benefits               1,542        1,768             547          757
  Occupancy and equipment                            427          389             140          123
  Other operating expense                            879        1,001             312          336
                                                  ------       ------          ------       ------
         Total other expense                       2,848        3,158             999        1,216
                                                  ------       ------          ------       ------

         Income before income taxes                1,906        1,129             636          247


Income tax expense                                   707          464             224          122
                                                  ------       ------          ------       ------

         NET INCOME                               $1,199       $  665          $  412       $  125
                                                  ======       ======          ======       ======

         EARNINGS PER SHARE
           Basic                                   $1.39         $.65            $.48         $.13
                                                  ======       ======          ======       ======

           Diluted                                 $1.39         $.65            $.48         $.13
                                                  ======       ======          ======       ======
</TABLE>


See Notes to Consolidated Condensed Financial Statements.



<PAGE>


                              River Valley Bancorp

                 CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME
                                  (Unaudited)
                                 (In thousands)

<TABLE>
<CAPTION>
                                                          For the nine months            For the three months
                                                           ended September 30,             ended September 30,
                                                            2000         1999               2000         1999
                                                          ------        ------             ------       ------
<S>                                                       <C>            <C>                 <C>          <C>
Net income                                                $1,199         $665                $412         $125

Other  comprehensive  income(loss),  net of tax:
     Unrealized  gains  (losses) on securities
       available for sale
     Unrealized holding gains(losses) arising
       during period, net of tax expense(benefit)
       of $9,$(8),$5 and $9                                  14          (12)                  8            14

         Less:   Reclassification adjustment for
         losses included in net income,
         net of tax benefit of $(1)                          (3)            0                  0             0
                                                          ------       ------              -----        ------


                                                             17          (12)                  8            14
                                                          ------       ------              -----         -----
Comprehensive income                                     $1,216          $653               $420          $139
                                                         ======        ======              ======        ======
</TABLE>

See Notes to Consolidated Condensed Financial Statements.
<PAGE>
                              River Valley Bancorp

                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                  (Unaudited)
                                 (In thousands)
<TABLE>
<CAPTION>
                                                                      For the nine months ended September 30,
                                                                           2000               1999
                                                                         --------           --------
Cash flows from operating activities:
<S>                                                                      <C>               <C>

  Net income for the period                                              $ 1,199           $   665
  Adjustments to reconcile net earnings to
  net cash provided by operating activities:
    Amortization(accretion) of premiums and discounts on investments         (26)               14
    Investment securities losses                                               4                 -
    Loans originated for sale in the secondary market                     (1,752)           (9,596)
    Proceeds from sale of loans in the secondary market                    1,769            13,246
    (Gain) loss on sale of loans                                             (17)               51
    Amortization of deferred loan origination costs                           63                67
    Provision for losses on loans                                            132               110
    Depreciation and amortization                                            177               178
    Amortization of goodwill                                                   5                38
    Amortization of stock benefit plans                                      120               120
    Gain on sale of office premises and equipment                            (42)               -
    Increase (decrease) in cash due to changes in:
      Accrued interest receivable                                           (382)             (188)
      Accrued interest payable                                               186              (160)
    Other adjustments                                                        304               288
                                                                         -------           -------
         Net cash provided by operating activities                         1,740             4,833
                                                                         -------           -------
Cash flows used by investing activities:

  Proceeds from maturity of securities available for sale                  6,002            14,208
  Proceeds from sale of investment securities available for sale             569                 -
  Proceeds from maturity of securities held to maturity                    1,204               780
  Purchase of investment securities available for sale                    (3,947)          (17,579)
  Net change in loans                                                    (20,495)           (2,411)
  Purchase of office equipment                                              (639)             (167)
  Proceeds from sale of office premises and equipment                         56                 -
  Premiums paid on life insurance                                           (216)                -
                                                                         -------           -------
         Net cash used by investing activities                           (17,466)           (5,169)
                                                                         -------           -------
Cash flows provided(used) by financing activities:

  Net change in deposit accounts                                          13,793            (4,313)
  Proceeds from Federal Home Loan Bank advances                           10,000                 -
  Repayment of Federal Home Loan Bank advances                            (7,000)                -
  Net change in other borrowings                                             (50)            2,385
  Advances by borrowers for taxes and insurance                               23                15
  Dividends on common stock                                                 (235)             (210)
  Purchase of shares                                                        (815)           (2,041)
                                                                         -------           -------
         Net cash provided (used) in financing activities                 15,716            (4,164)
                                                                         -------           -------

Net increase (decrease) in cash and cash equivalents                         (10)           (4,500)

Cash and cash equivalents at beginning of period                           8,052            12,307
                                                                         -------           -------
Cash and cash equivalents at end of period                               $ 8,042           $ 7,807
                                                                         =======           =======

Supplemental disclosure of cash flow information:

   Cash paid during the year for:
    Income taxes                                                         $   666           $   465
    Interest on deposits and borrowings                                    3,809             3,615
    Investment securities held to maturity
       transferred to available for sale                                   1,934
</TABLE>

See Notes to Consolidated Condensed Financial Statements.

<PAGE>


                              River Valley Bancorp

                   NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

          For the nine month periods ended September 30, 2000 and 1999


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.

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-K for the year ended  December  31,  1999.  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 nine and three month periods ended
September  30, 2000 are not  necessarily  indicative of the results which may be
expected for the entire year.

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.

3.  Effect of Recent Accounting Pronouncements

In June 1998,  the  Financial  Accounting  Standards  Board (the "FASB")  issued
Statement of Financial  Accounting  Standards ("SFAS") No. 133,  "Accounting for
Derivative  Instruments  and Hedging  Activities,"  which  requires  entities to
recognize  all  derivatives  in their  financial  statements as either assets or
liabilities  measured at fair value.  SFAS No. 133 also specifies new methods of
accounting for hedging transactions,  prescribes the items and transactions that
may be hedged and  specifies  detailed  criteria  to be met to qualify for hedge
accounting.

<PAGE>

                              River Valley Bancorp

        NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED)

          For the nine month periods ended September 30, 2000 and 1999


3.  Effect of Recent Accounting Pronouncements (continued)

The definition of a derivative  financial instrument is complex, but in general,
it is an instrument  with one or more  underlyings,  such as an interest rate or
foreign exchange rate, that is applied to a notional  amount,  such as an amount
of currency,  to determine the settlement  amount(s).  It generally  requires no
significant initial investment and can be settled net or by delivery of an asset
that is  readily  convertible  to cash.  SFAS No.  133  applies  to  derivatives
embedded in other contracts, unless the underlying of the embedded derivative is
clearly and closely related to the host contract.

SFAS No.  133,  as amended  by SFAS No.  137,  is  effective  for  fiscal  years
beginning after June 15, 2000 with early adoption  permissible.  The Corporation
elected to adopt SFAS No. 133 on April 1, 2000.  As  permitted  by SFAS No. 133,
all securities  classified as held to maturity were transferred to available for
sale.  The adoption of this  statement did not have a significant  impact on the
Corporation's financial statements.

4.  Earnings Per Share

Earnings per share have been computed based upon weighted  average common shares
outstanding.  Unallocated  and  not  committed  to be  released  Employee  Stock
Ownership Plan shares have been excluded from the  computation of average common
shares  outstanding.  For the nine and three  months ended  September  30, 2000,
weighted  average shares  outstanding  for basic and diluted  earnings per share
were  862,016 and  854,139,  respectively.  For the nine and three  months ended
September 30, 1999,  weighted  average shares  outstanding for basic and diluted
earnings per share were 1,029,313 and 961,776, respectively.

5.  Reclassifications

Certain  reclassifications  have  been made to the 1999  consolidated  condensed
financial statements to conform to the September 30, 2000 presentation.

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

     For the nine and three month periods ended September 30, 2000 and 1999


Forward-Looking Statements

In addition to historical information contained herein, the following discussion
contains  forward-looking  statements  that  involve  risks  and  uncertainties.
Economic  circumstances,  the  Corporation's  operations  and the  Corporation's
actual  results  could  differ   significantly   from  those  discussed  in  the
forward-looking  statements.  Some of the factors that could cause or contribute
to such differences are discussed herein but also include changes in the economy
and interest rates in the nation and the Corporation's market area generally.

<PAGE>
                              River Valley Bancorp

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                 CONDITION AND RESULTS OF OPERATIONS (Continued)

     For the nine and three month periods ended September 30, 2000 and 1999


Forward-Looking Statements (Continued)

Some of the  forward-looking  statements  included  herein  are  the  statements
regarding management's determination of the amount and adequacy of the allowance
for  losses on loans,  the  effect  of the year 2000 on  information  technology
systems and the effect of certain recent accounting pronouncements.

Discussion  of Financial  Condition  Changes from December 31, 1999 to September
30, 2000

At September 30, 2000,  the  Corporation's  consolidated  assets  totaled $156.2
million,  an increase of $17.5  million,  or 12.6%,  from the  December 31, 1999
total.  The  increase  in assets  resulted  primarily  from an increase in loans
receivable of $20.3 million which was funded by an increase in deposits of $13.8
and an increase in borrowed funds of approximately $3.0 million.

Liquid assets (i.e.,  cash,  federal funds sold and  interest-earning  deposits)
decreased by $10,000 from December 31, 1999 levels to a total of $8.0 million at
September 30, 2000.  Investment  securities decreased by $3.8 million, or 40.1%,
to a total of $5.7 million at September 30,2000, due primarily to repayments and
maturities on mortgage-backed and related securities.

Loans  receivable  totaled  $135.4 million at September 30, 2000, an increase of
$20.3 million, or 17.6%, from the $115.1 million total at December 31, 1999. The
increase resulted  primarily from loan  originations  during the period of $50.4
million,  which were  offset by sales of $1.8 and by loan  principal  repayments
during the period of $27.1 million.

The  Corporation's  consolidated  allowance for loan losses totaled $1.5 million
and $1.6  million on September  30, 2000 and  December  31, 1999,  respectively,
which represented 1.2% and 1.3%,  respectively,  of total loans at each of those
respective dates.  Nonperforming loans (defined as loans delinquent greater than
90 days and  loans on  nonaccrual  status)  totaled  $544,000  and  $859,000  at
September  30, 2000 and  December 31, 1999,  respectively.  Although  management
believes  that its  allowance for loan losses at September 30, 2000 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.

<PAGE>
                              River Valley Bancorp

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                 CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

     For the nine and three month periods ended September 30, 2000 and 1999


Discussion  of Financial  Condition  Changes from December 31, 1999 to September
30, 2000 (continued)

Deposits  totaled  $128.0  million at September  30, 2000,  an increase of $13.7
million,  or 11.9%,  compared to the $114.3  million total at December 31, 1999.
During the nine month period ended  September  30, 2000,  growth in deposits was
attributable to the Bank's  participation in the State of Indiana's  "Treasurers
Agricultural Loan Program,"  providing for $4.9 million in one year certificates
of  deposit,  which  were used to fund a  corresponding  agricultural  loan at a
spread to the Bank of 2.50%.  The  remaining  $8.8  million  of  deposit  growth
resulted  from  management's  continuing  efforts to increase  deposits  through
marketing and interest-rate strategies.

Advances  from the Federal Home Loan Bank totaled $9.0 million at September  30,
2000.  Continued  growth in loan  demand  necessitated  the use of more  advance
monies. Future deposit growth will continue to be a priority.

Stockholders' equity totaled $17.2 million at September 30, 2000, an increase of
$287,000,  or 1.7%,  from the $16.9  million  total at December  31,  1999.  The
increase  resulted  primarily from the Corporation's net income and amortization
of expense  related to stock benefit  plans,  offset by cash dividends and stock
repurchases.

The Bank is required to maintain minimum  regulatory capital pursuant to federal
regulations.  At September 30, 2000, the Bank's regulatory  capital exceeded all
applicable regulatory capital requirements.

Comparison of Results of Operations  for the Nine Month Periods Ended  September
30, 2000 and 1999

General

The  Corporation's  net earnings for the nine months  ended  September  30, 2000
totaled $1,199,000,  an increase of $534,000, or 80.3%, from the $665,000 of net
earnings  reported in the comparable 1999 period.  The increase in income in the
2000 period was primarily  attributable to an increase in net interest income of
$284,000 and an increase in other income of $205,000.

Net Interest Income

Total interest  income for the nine months ended  September 30, 2000 amounted to
$8.0 million,  an increase of $824,000,  or 11.4%, from the comparable period in
1999, reflecting the effects of an increase in average  interest-earning  assets
outstanding, coupled with an increase in the yield year-to-year. Interest income
on loans  totaled $7.5 million for the nine months ended  September 30, 2000, an
increase  of $1.0  million,  or 15.9%,  from the  comparable  1999  period.  The
increase  resulted  primarily from an increase in the volume of average interest
earning assets outstanding year-to-year.

<PAGE>

                              River Valley Bancorp

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                 CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

     For the nine and three month periods ended September 30, 2000 and 1999

Comparison of Results of Operations  for the Nine Month Periods Ended  September
30, 2000 and 1999 (continued)

Net Interest Income (continued)

Interest expense on deposits increased by $308,000,  or 9.1%, to a total of $3.7
million for the nine month period ended  September 30, 2000,  due primarily to a
increase  in the  average  cost of  deposits  and by an  increase in the average
balance of deposits  outstanding  year-to-year.  Interest  expense on borrowings
totaled  $305,000 for the nine months ended  September  30, 2000, an increase of
$232,000,  from the comparable period in 1999. The increase  resulted  primarily
from a 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 $284,000,  or 7.5%, for the nine months ended
September 30, 2000, as compared to the comparable  period in 1999. This increase
was due to the increase in volume of average  interest  earning assets offset in
part by the increase in average interest bearing liabilities.  The interest rate
spread amounted to approximately 3.58% for the 2000 period, compared to 3.63% in
1999, while the net interest margin was approximately  3.90% in the 2000 period,
compared to 3.94% in 1999.

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 $132,000 provision for losses
on loans for the nine months ended September 30, 2000,  compared to the $110,000
amount recorded in the 1999 period.  The 2000 provision amount was predicated on
the  increase in the balance of the loan  portfolio,  coupled  with the level of
nonperforming  loans year to year. While management  believes that the allowance
for losses on loans is adequate at September 30, 2000,  based upon the available
facts and circumstances,  there can be no assurance that the loan loss allowance
will be adequate to cover losses on nonperforming assets in the future.

Other Income

Other  income  increased  by  $205,000,  or  33.3%,  for the nine  months  ended
September 30, 2000, as compared to the same period in 1999,  due primarily to an
increase of  $130,000,  or 25.1%,  in service  charges and a $21,000,  or 37.5%,
increase in commissions. In addition, a gain of $42,000 was recorded during 2000
on the sale of office premises.

Other Expense

Other  expense  decreased  by  $310,000,  or 9.8%,  during the nine months ended
September  30, 2000,  as compared to the same period in 1999. A one time pre-tax
charge for  $184,000  occurred in the 1999  period.  This charge  related to the
severance  benefits  recorded  following the resignation of the Bank's executive
vice-president.  The remaining decrease in other expense resulted primarily from
cost containment efforts to control such expenses.

<PAGE>
                              River Valley Bancorp

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                 CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

     For the nine and three month periods ended September 30, 2000 and 1999


Comparison of Results of Operations  for the Nine Month Periods Ended  September
30, 2000 and 1999 (continued)

Other Considerations

The Corporation  has entered into a contract for major  renovation and expansion
of the 430 Clifty  Drive  branch  office for the  purpose of  establishing  that
branch as the main office for the Corporation and the Bank. This will also allow
for the  closing  and sale of the 303 Clifty  Drive  branch  office.  Management
believes that this anticipated move will result in both a favorable  decrease in
expenses and provide the Corporation with the opportunity for increased growth.

Income Taxes

The  provision  for income  taxes  totaled  $707,000  for the nine months  ended
September 30, 2000, an increase of $243,000,  or 52.4%,  as compared to the same
period in 1999. This increase resulted  primarily from an increase in net income
before taxes of $777,000,  or 68.8%.  The effective tax rates  amounted to 37.1%
and 41.1% for the nine months ended September 30, 2000 and 1999, respectively.

Comparison of Results of Operations for the Three Month Periods Ended  September
30, 2000 and 1999

General

The  Corporation's  net income for the three months ended  September 30, 2000,
totaled  $412,000,  an increase  of  $287,000,  from the  $125,000 of net income
reported in the  comparable  1999  period.  The increase in earnings in the 2000
period was  primarily  attributable  to a  increase  in net  interest  income of
$147,000,  an  increase  in other  income of  $90,000  and a  decrease  in other
expenses  of  $217,000,  which  were  partially  offset  by an  increase  in the
provision  for losses on loans of $65,000 and an increase in the  provision  for
income taxes of $102,000.

Net Interest Income

Total interest  income for the three months ended September 30, 2000 amounted to
$2.9 million, an increase of $497,000,  or 20.9%, from the comparable quarter in
1999, reflecting the effects of an increase in average  interest-earning  assets
outstanding, coupled with an increase in the yield year-to-year. Interest income
on loans totaled $2.7 million for the three months ended  September 30, 2000, an
increase of $582,000, or 27.3%, from the comparable 1999 quarter.

<PAGE>

                              River Valley Bancorp

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                 CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

     For the nine and three month periods ended September 30, 2000 and 1999

Comparison of Results of Operations for the Three Month Periods Ended  September
30, 2000 and 1999 (continued)

Net Interest Income (continued)

Interest expense on deposits increased by $245,000, or 22.9%, to a total of $1.3
million for the quarter ended  September 30, 2000,  due primarily to an increase
in the  average  cost of deposits  and an  increase  in the  average  balance of
deposits  outstanding.  Interest expense on borrowings  totaled $148,000 for the
three  months  ended  September  30,  2000,  an increase of  $105,000,  from the
comparable  quarter in 1999. The increase resulted  primarily from a 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 $147,000,  or 11.6%, for the three months ended
September 30, 2000, as compared to the comparable quarter in 1999.

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 $75,000 provision for losses on
loans for the three months  ended  September  30, 2000,  compared to the $10,000
amount recorded in the 1999 period. While management believes that the allowance
for losses on loans is adequate at September 30, 2000,  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  increased  by  $90,000,  or  43.9%,  for the three  months  ended
September 30, 2000,  as compared to the same period in 1999,  due primarily to a
increase of $82,000 in service fees and charges.

Other Expense

Other  expense  decreased by $217,000,  or  17.8%,during  the three months ended
September 30, 2000,  compared to the same period in 1999.  This decrease was due
primarily to a one time charge for severance benefits,  as previously  discussed
and monitoring of all expenditures. Management's goal is to be cost effective in
all expenditures.

<PAGE>
                              River Valley Bancorp

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                 CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

     For the nine and three month periods ended September 30, 2000 and 1999


Comparison of Results of Operations for the Three Month Periods Ended  September
30, 2000 and 1999 (continued)

Income Taxes

The  provision  for income  taxes  totaled  $224,000  for the three months ended
September 30, 2000,  an increase of $102,000,  as compared to the same period in
1999.  This increase  resulted  primarily  from an increase in net income before
taxes of $389,000.  The effective tax rates  amounted to 35.2% and 49.4% for the
three months ended September 30, 2000 and 1999, respectively.

<PAGE>
                              River Valley Bancorp

                                     PART II

ITEM 1.  Legal Proceedings

         None.

ITEM 2.  Changes in Securities and Use of Proceeds

         None.

ITEM 3.  Defaults Upon Senior Securities

         Not applicable.

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

          Exhibit 27:  Financial  Data  Schedule for the nine month period ended
                       September 30, 2000

          Report on Form  8-K:  The  Corporation  filed no  reports  on Form 8-K
                                during the quarter ended September 30, 2000.

<PAGE>

                                   SIGNATURES

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

Date:   November 14, 2000                 By: /s/Matthew P. Forrester
     --------------------------               --------------------------------
                                              Matthew P. Forrester
                                              Chief Executive Officer
                                                and President

Date:   November 14, 2000                 By: /s/Larry C. Fouse
     --------------------------               --------------------------------
                                              Larry C. Fouse
                                              Chief Financial Officer






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