THE UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-K


(Mark One)




ý

Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Actof 1934 for the Fiscal Year Ended December 31, 2009Oro

Transition Report Pursuant to Section 13 or 15(d) of the SecuritiesExchange Act of 1934 for the Transition Period from _______ to ______





000-21765Commission File NumberRIVER VALLEY BANCORP(Exact name of registrant as specified in its charter)INDIANA

35-1984567(State or other jurisdiction of incorporation or organization)

(IRS Employer Identification No.)430 Clifty Drive, P.O. Box 1590, Madison, Indiana
47250-0590(Address of principal executive offices)
(Zip Code)(812) 273-4949(Registrant’s telephone number, including area code)





Securities registered pursuant to Section 12(b) of the Act:


Title of each class:
Name of each exchange on which registered:Common Stock
The NASDAQ Stock Market LLC





Securities registered pursuant to Section 12(g) of the Act:


None




Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes o   No ýIndicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes o   No ýIndicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes  ý   No oIndicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes  oNo oIndicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
oIndicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check One):Large Accelerated Filer ̈
Accelerated Filer  ̈Non-Accelerated Filer  ̈
(Do not check if a smaller reporting company)
Smaller Reporting Company ýIndicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes o No ýAs of June 30, 2009, the last day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the registrant’s Common Stock held by non-affiliates of the registrant was $8,891,114 based on the closing sale price as reported on the NASDAQ Capital Market.As of February 26, 2010, there were issued and outstanding 1,504,472 shares of the issuer’s Common Stock.





Documents Incorporated by Reference




Portions of the Proxy Statement for the 2010 Annual Meeting of Shareholders to be held on April 21, 2010 are incorporated in Part III.




1


RIVER VALLEY BANCORP


FORM 10-K




INDEX




FORWARD-LOOKING STATEMENTS
3PART I

3Item 1.
Business.
3Item 1A.
Risk Factors.
34Item 1B.
Unresolved Staff Comments.
34Item 2.
Properties.
34Item 3.
Legal Proceedings.
35Item 4.
Reserved.
35Item 4.5.
Executive Officers of the Registrant.
35PART II

36Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
36Item 6.
Selected Financial Data.
38Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operation.
39Item 7A.
Quantitative and Qualitative Disclosures About Market Risk.
57Item 8.
Financial Statements and Supplementary Data.
58Item 9.
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
96Item 9A(T).
Controls and Procedures.
96Item 9B.
Other Information.
96PART III

97Item 10.
Directors, Executive Officers and Corporate Governance.
97Item 11.
Executive Compensation.
97Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
97Item 13.
Certain Relationships and Related Transactions, and Director Independence.
98Item 14.
Principal Accountant Fees and Services.
98PART IV

98Item 15.
Exhibits and Financial Statement Schedules.
98SIGNATURES

99EXHIBIT INDEX

100








2







FORWARD-LOOKING STATEMENTS




This Annual Report on Form 10-K (“Form 10-K”) 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-K and include statements regarding the intent, belief, outlook, estimates or expectations
of River Valley Bancorp, its directors, or its officers primarily with respect to future events and the future financial performance of the Company. Readers of this Form 10-K 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-K identifies important
factors that could cause such differences. These factors include, but are not limited to, 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; regulatory changes; or turmoil and governmental intervention in the financial services industry.






PART I




ITEM 1.   BUSINESS.


BUSINESS




GENERAL




River Valley Bancorp (the “Holding Company” or “River Valley” and together with the “Bank,” the “Company”), an Indiana corporation, was formed in 1996 for the primary purpose of purchasing all of the issued and outstanding common stock of River Valley Financial Bank (formerly Madison First Federal
Savings and Loan Association; hereinafter “River Valley Financial” or the “Bank”) in its conversion from mutual to stock form. The conversion offering was completed on December 20, 1996. On December 23, 1996, the Company utilized approximately $3.0 million of the net conversion proceeds to purchase 95.6% of the outstanding common shares of Citizens National Bank of Madison (“Citizens”), and River Valley Financial and Citizens merged on November 20, 1997.




The activities of the Holding Company have been limited primarily to holding the stock of River Valley Financial, which was organized in 1875 under the laws of the United States of America. River Valley Financial, which provides banking services in a single significant business segment, conducts operations from its eight full-service office
locations in Jefferson, Floyd and Clark Counties, Indiana, and Carroll County, Kentucky, and offers a variety of deposit and lending services to consumer and commercial customers. The Company is subject to regulation, supervision and examination by the Office of Thrift Supervision of the U.S. Department of Treasury (the “OTS”). River Valley Financial is subject to regulation, supervision and examination by the OTS and the Federal Deposit Insurance Corporation (the “FDIC”). Deposits in
River Valley Financial are insured up to applicable limits by the Deposit Insurance Fund of the FDIC.




The Bank historically has concentrated its lending activities on the origination of loans secured by first mortgage liens for the purchase, construction, or refinancing of one- to four-family residential real property. One- to four-family residential mortgage loans continue to be the major focus of the Bank’s loan origination activities,
representing 45.4% of the Bank’s total loan portfolio at December 31, 2009. The Bank identified loans totaling $175,000 as held for sale at December 31, 2009. The Bank also offers multi-family mortgage loans, non-residential real estate loans, land loans, construction loans, non-mortgage commercial loans and consumer loans.




3




The Bank’s primary market areas are Jefferson, Floyd and Clark Counties in southeastern Indiana and adjacent Carroll and Trimble Counties in Kentucky. The Company’s Internet address is www.rvfbank.com, and the Company makes available all filings with the Securities and Exchange Commission via its internet website.






LOAN PORTFOLIO DATA




The following table sets forth the composition of the Bank’s loan portfolio as of December 31, 2009, 2008, 2007, 2006 and 2005 by loan type as of the dates indicated, including a reconciliation of gross loans receivable after consideration of the allowance for loan losses, deferred loan origination costs and loans in process. Historical
data in this table and others reporting loan portfolio data has been restated in some cases to conform to certain loan recategorizations employed as of December 31, 2009.




At December 31,2009


2008


2007


2006


2005Amount


Percent of Total


Amount


Percent of Total


Amount


Percent of Total


Amount


Percent of Total


Amount


Percent of Total(Dollars in thousands)TYPE OF LOANResidential real estate:One-to-four-family

$
127,397



45.41
%

$
140,433



48.50
%

$
128,177



48.47
%

$
108,628



43.95
%

$
101,282



42.94
%Multi-family


12,910



4.60
%


9,924



3.43
%


10,274



3.88
%


9,613



3.89
%


8,412



3.57
%Construction


7,867



2.80
%


10,999



3.80
%


14,319



5.41
%


17,993



7.28
%


13,549



5.74
%Nonresidential real estate


87,483



31.18
%


83,400



28.80
%


71,877



27.18
%


71,610



28.97
%


73,033



30.96
%Land loans


23,065



8.22
%


22,429



7.75
%


16,729



6.33
%


19,115



7.73
%


19,506



8.27
%Consumer loans:Automobile loans


2,010



0.72
%


2,416



0.83
%


2,686



1.02
%


2,853



1.15
%


3,444



1.46
%Loans secured by deposits


634



0.23
%


619



0.21
%


632



0.24
%


605



0.24
%


511



0.22
%Other


2,067



0.74
%


2,023



0.70
%


2,718



1.03
%


2,801



1.14
%


2,985



1.27
%Commercial loans


17,129



6.10
%


17,306



5.98
%


17,043



6.44
%


13,972



5.65
%


13,147



5.57
%Gross loans receivable


280,562



100.00
%


289,549



100.00
%


264,455



100.00
%


247,190



100.00
%


235,869



100.00
%Add/(Deduct):Deferred loan origination costs


464



.2



503



.2



494



.2



487



.2



488



.2Undisbursed portions of loans in process


(1,824
)


(.7
)


(2,384
)


(.8
)


(4,113
)


(1.6
)


(3,614
)


(1.5
)


(5,152
)


(2.2
)Allowance for loan losses


(2,611
)


(.9
)


(2,364
)


(.8
)


(2,208
)


(.8
)


(2,176
)


(.9
)


(2,320
)


(1.0
)Net loans receivable

$
276,591



98.6
%

$
285,304



98.6
%

$
258,628



97.8
%

$
241,887



97.8
%

$
228,885



97.0
%




The following table sets forth certain information at December 31, 2009, regarding the dollar amount of loans maturing in the Bank’s loan portfolio based on the contractual terms to maturity. Demand loans, loans having no stated schedule of repayments and no stated maturity and overdrafts are reported as due in one year or less.
This schedule does not reflect the effects of possible prepayments or enforcement of due-on-sale clauses. Management expects prepayments will cause actual maturities to be shorter.




Balance Outstanding at


Due During Years Ended December 31December 31, 2009


2010


2011


2012 to 2013


2014 to 2018


2019 to 2023


2024 and following(In thousands)Residential real estate loans:One-to-four-family

$
127,397


$
8,695


$
723


$
1,000


$
6,628


$
10,948


$
99,403Multi-family


12,910



1,538



-



-



742



209



10,421Construction


7,867



7,867



-



-



-



-



-Nonresidential Real estate loans


87,483



3,037



249



1,658



4,773



12,069



65,697Land loans


23,065



14,941



322



1,006



748



1,264



4,784Consumer loans:Loans secured by deposits


634



477



45



98



14



-



-Other loans


4,077



1,065



667



1,578



767



-



-Commercial loans


17,129



8,852



1,026



2,364



4,697



190



-Total

$
280,562


$
46,472


$
3,032


$
7,704


$
18,369


$
24,680


$
180,305






4




The following table sets forth, as of December 31, 2009, the dollar amount of all loans due after one year that have fixed interest rates and floating or adjustable interest rates.




Due After December 31, 2010Fixed Rates


Variable Rates


Total(In thousands)Residential real estate loans:One-to-four-family

$
17,469


$
101,233


$
118,702Multi-family


556



10,816



11,372Construction


-



-



-Nonresidential real estate loans


5,716



78,730



84,446Land loans


359



7,765



8,124Consumer loans:Loans secured by deposits


157



-



157Other loans


2,978



34



3,012Commercial loans


7,627



650



8,277Total

$
34,862


$
199,228


$
234,090




Residential Loans. Residential loans consist primarily of one- to four-family residential loans. Approximately $127.4 million, or 45.4% of the Bank’s portfolio of loans, at December 31, 2009, consisted of one- to four-family residential loans, of which approximately 83.6%
had adjustable rates.




The Bank currently offers adjustable rate one- to four-family residential mortgage loans (“ARMs”) which adjust annually and are indexed to the one-year U.S. Treasury securities yields adjusted to a constant maturity, although until late 1995, the Bank’s ARMs were indexed to the 11th District Cost of Funds. Some of the Bank’s
residential ARMs are originated at a discount or “teaser” rate which is generally 150 to 175 basis points below the “fully indexed” rate. These ARMs then adjust annually to maintain a margin above the applicable index, subject to maximum rate adjustments discussed below. The Bank’s ARMs have a current margin above such index of 3-3.5% for owner-occupied properties and 3.5% for non-owner-occupied properties. A substantial portion of the ARMs in the Bank’s portfolio at December 31,
2009 provide for maximum rate adjustments per year and over the life of the loan of 2% and 6%, respectively, although the Bank also originates residential ARMs which provide for maximum rate adjustments per year and over the life of the loan of 1% and 4%, respectively. The Bank’s ARMs generally provide for interest rate minimums equal to, or up to 1% below the origination rate. The Bank’s residential ARMs are amortized for terms up to 30 years.




Adjustable rate loans decrease the risk associated with changes in interest rates but involve other risks, primarily because as interest rates rise, the payments by the borrowers may rise to the extent permitted by the terms of the loan, thereby increasing the potential for default. Also, adjustable rate loans have features which restrict
changes in interest rates on a short-term basis and over the life of the loan. At the same time, the market value of the underlying property may be adversely affected by higher interest rates.




The Bank currently offers fixed rate one- to four-family residential mortgage loans which provide for the payment of principal and interest over periods of 10 to 30 years. At December 31, 2009, approximately 16.4% of the Bank’s one- to four-family residential mortgage loans had fixed rates. The Bank currently underwrites a portion
of its fixed-rate residential mortgage loans for potential sale to the Federal Home Loan Mortgage Corporation (the “FHLMC”). The Bank retains all servicing rights on the residential mortgage loans sold to the FHLMC. At December 31, 2009, the Bank had approximately $92.0 million of fixed rate residential mortgage loans which were sold to the FHLMC and for which the Bank provides servicing.




The Bank generally does not originate one- to four-family residential mortgage loans if the ratio of the loan amount to the lesser of the current cost or appraised value of the property (the “Loan-to-Value Ratio”) exceeds 95% and generally does not originate one- to four-family residential ARMs if the Loan-to-Value Ratio exceeds
90%. The Bank generally requires private mortgage insurance on all fixed rate conventional


5




one- to four-family residential real estate mortgage loans with Loan-to-Value Ratios in excess of 80%. The cost of such insurance is factored into the annual percentage yield on such loans, and is not automatically eliminated when the principal balance is reduced over the term of the loan. During 2009 the Bank originated and retained $4.1
million of fixed rate one- to four-family residential mortgage loans. Typically, these loans would be sold into the secondary market, however approximately $1.1 million of these loans were originated to existing customers and were retained, rather than sold, due to tightened lending standards in the secondary market. The remainder were short-term loans made for a variety of purposes including two originated for the restructuring of existing debt.




Substantially all of the one- to four-family residential mortgage loans that the Bank originates include “due-on-sale” clauses, which give the Bank the right to declare a loan immediately due and payable in the event that, among other things, the borrower sells or otherwise disposes of the real property subject to the mortgage
and the loan is not repaid.




At December 31, 2009, the Bank had outstanding approximately $12.2 million of home equity loans, with unused lines of credit totaling approximately $15.4 million. One home equity loan, in the amount of $3,600 was included in non-performing assets as of December 31, 2009. The Bank’s home equity lines of credit are adjustable rate
lines of credit tied to the prime rate and are amortized based on a 10- to 20-year maturity. The Bank generally allows a maximum 85% Loan-to-Value Ratio for its home equity loans (taking into account any other mortgages on the property). Payments on such home equity loans are equal to 1.5% of the outstanding principal balance per month, or on newer home equity loans, to the interest accrued at the end of the period.




The Bank also offers standard second mortgage loans, which are adjustable rate loans tied to the U.S. Treasury securities yields adjusted to a constant maturity with a current margin above such index of 3.5-4%. The Bank’s second mortgage loans have maximum rate adjustments per year and over the terms of the loans equal to 2% and 6%,
respectively. The Bank’s second mortgage loans have terms of up to 30 years.




At December 31, 2009, $1.9 million of one- to four-family residential mortgage loans, or 0.7% of total loans, were included in the Bank’s non-performing assets.




Construction Loans. The Bank offers construction loans with respect to residential and nonresidential real estate and, in certain cases, to builders or developers constructing such properties on a speculative basis (i.e., before
the builder/developer obtains a commitment from a buyer).




Generally, construction loans are written as 12-month loans, either fixed or adjustable, with interest calculated on the amount disbursed under the loan and payable on a semi-annual or monthly basis. The Bank generally requires an 80% Loan-to-Value Ratio for its construction loans, although the Bank may permit an 85% Loan-to-Value Ratio for
one- to four-family residential construction loans. Inspections are generally made prior to any disbursement under a construction loan, and the Bank does not charge commitment fees for its construction loans.




At December 31, 2009, $7.9 million, or 2.8% of the Bank’s total loan portfolio, consisted of construction loans. The largest construction loan at December 31, 2009 totaled $1.3 million. Non-performing construction loans at December 31, 2009 totaled $225,000, which is less than 0.1% of the Bank’s total loan portfolio.




While providing the Bank with a comparable, and in some cases higher, yield than a conventional mortgage loan, construction loans involve a higher level of risk. For example, if a project is not completed and the borrower defaults, the Bank may have to hire another contractor to complete the project at a higher cost. Also, a project may be
completed, but may not be saleable, resulting in the borrower defaulting and the Bank taking title to the project.


6




Nonresidential Real Estate Loans. At December 31, 2009, $87.5 million, or 31.2% of the Bank’s total loan portfolio, consisted of nonresidential real estate loans. Nonresidential real estate loans are primarily secured by real estate such as churches, farms and small business
properties. The Bank generally originates nonresidential real estate, as adjustable rate loans of varying rates with lock-in terms of up to 10 years indexed to the one-year U.S. Treasury securities yields adjusted to a constant maturity, written for maximum terms of 30 years. The Bank’s adjustable rate nonresidential real estate loans have maximum adjustments per year and over the life of the loan of 2% and 6%, respectively, and interest rate minimums of 1% below the origination rate. The Bank generally
requires a Loan-to-Value Ratio of up to 80%, depending on the nature of the real estate collateral.




The Bank underwrites its nonresidential real estate loans on a case-by-case basis and, in addition to its normal underwriting criteria, evaluates the borrower’s ability to service the debt from the net operating income of the property. As of December 31, 2009, the Bank’s largest nonresidential real estate loan was $4.4 million.
Nonresidential real estate loans in the amount of $2.2 million, or 0.8% of total loans, were included in non-performing assets at December 31, 2009.




Loans secured by nonresidential real estate generally are larger than one- to four-family residential loans and involve a greater degree of risk. Nonresidential real estate loans often involve large loan balances to single borrowers or groups of related borrowers. Payments on these loans depend to a large degree on results of operations and
management of the properties and may be affected to a greater extent by adverse conditions in the real estate market or the economy in general. Accordingly, the nature of the loans makes them more difficult for management to monitor and evaluate.




Multi-family Loans. At December 31, 2009, approximately $12.9 million, or 4.6% of the Bank’s total loan portfolio, consisted of mortgage loans secured by multi-family dwellings (those consisting of more than four units). The Bank writes multi-family loans on terms and conditions
similar to its nonresidential real estate loans. The largest multi-family loan in the Bank’s portfolio as of December 31, 2009 was $1.5 million and was secured by multiple single family homes in Scottsburg, Indiana and New Albany, Indiana. One multi-family loan in the amount of $225,000 was included in non-performing assets as of December 31, 2009, representing less than 0.1% of total loans.




Multi-family loans, like nonresidential real estate loans, involve a greater risk than residential loans. See “Nonresidential Real Estate Loans” above. Also, the loan-to-one borrower limitations restrict the ability of the Bank to make loans to developers of apartment complexes
and other multi-family units.




Land Loans. At December 31, 2009, approximately $23.1 million, or 8.2% of the Bank’s total loan portfolio, consisted of mortgage loans secured by undeveloped real estate. The Bank’s land loans are generally written on terms and conditions similar to its nonresidential
real estate loans. Some of the Bank’s land loans are land development loans, i.e., the proceeds of the loans are used for improvements to the real estate such as streets and sewers. At December 31, 2009, the Bank’s largest land loan totaled $2.5 million. Non-performing land loans in the amount of $2.2 million were included in total non-performing assets as of December 31, 2009, representing 0.8% of total loans.




Land loans are more risky than conventional loans since land development borrowers who are over budget may divert the loan funds to cover cost over-runs rather than direct them toward the purpose for which such loans were made. In addition, those loans are more difficult to monitor than conventional mortgage loans. As such, a defaulting borrower
could cause the Bank to take title to partially improved land that is unmarketable without further capital investment.




Commercial Loans. At December 31, 2009, $17.1 million, or 6.1% of the Bank’s total loan portfolio, consisted of non-mortgage commercial loans. The Bank’s commercial loans are written on either a fixed rate or an adjustable rate basis with terms that vary depending on
the type of security, if any. At December 31, 2009, approximately $15.1 million, or 90.3%, of the Bank’s commercial loans were secured


7




by collateral, generally in the form of equipment, inventory, crops or, in some cases, real estate. The Bank’s adjustable rate commercial loans are generally indexed to the prime rate with varying margins and terms depending on the type of collateral securing the loans and the credit quality of the borrowers. At December 31, 2009,
the largest commercial loan was $1.3 million. As of the same date, commercial loans totaling $450,000, or 0.2% of total loans, were included in non-performing assets.




Commercial loans tend to bear somewhat greater risk than residential mortgage loans, depending on the ability of the underlying enterprise to repay the loan. Further, they are frequently larger in amount than the Bank’s average residential mortgage loans.




Consumer Loans. The Bank’s consumer loans, consisting primarily of auto loans, home improvement loans, unsecured installment loans, loans secured by deposits and mobile home loans, aggregated approximately $4.7 million at December 31, 2009, or 1.7% of the Bank’s total
loan portfolio. The Bank originates consumer loans to meet the needs of its customers and to assist in meeting its asset/liability management goals, although demand for these types of loans has steadily decreased over the past few years. All of the Bank’s consumer loans, except loans secured by deposits, are fixed rate loans with terms that vary from six months (for unsecured installment loans) to 66 months (for home improvement loans and loans secured by new automobiles). At December 31, 2009, 96.4%
of the Bank’s consumer loans were secured by collateral.




The Bank’s loans secured by deposits are made in amounts up to 90% of the current account balance and accrue at a rate of 2% over the underlying passbook or certificate of deposit rate.




The Bank offers only direct automobile loans.




Consumer loans may entail greater risk than residential mortgage loans, particularly in the case of consumer loans which are unsecured or are secured by rapidly depreciable assets, such as automobiles. Further, any repossessed collateral for a defaulted consumer loan may not provide an adequate source of repayment of the outstanding loan balance.
In addition, consumer loan collections depend upon the borrower’s continuing financial stability, and thus are more likely to be affected by adverse personal circumstances. Furthermore, the application of various federal and state laws, including bankruptcy and insolvency laws, may limit the amount which can be recovered on such loans. At December 31, 2009, consumer loans amounting to $9,000 were included in non-performing assets.




Origination, Purchase and Sale of Loans. The Bank historically originated its ARMs pursuant to its own underwriting standards. In 1996, the Bank began underwriting fixed rate residential mortgage loans for potential sale to the FHLMC on a servicing-retained basis. Loans originated for
sale to the FHLMC in the secondary market are originated in accordance with the guidelines established by the FHLMC and are sold promptly after they are originated. The Bank receives a servicing fee of one-fourth of 1% of the principal balance of all loans serviced. At December 31, 2009, the Bank serviced $92.0 million in loans sold to the FHLMC.




The Bank confines its loan origination activities primarily to Jefferson, Clark and Floyd Counties in Indiana and Trimble, Carroll, and Jefferson Counties in Kentucky, with some activity in the areas adjacent to these counties. At December 31, 2009, the Bank held loans totaling approximately $63.2 million that were secured by property
located outside of Indiana. The Bank’s loan originations are generated from referrals from existing customers, real estate brokers and newspaper and periodical advertising. Loan applications are taken at any of the Bank’s eight full-service offices.




The Bank’s loan approval processes are intended to assess the borrower’s ability to repay the loan, the viability of the loan and the adequacy of the value of the property that will secure the loan. To assess the borrower’s ability to repay, the Bank evaluates the employment and credit history and information on the historical
and projected income and expenses of its borrowers.


8




Under the Bank’s lending policy, a loan officer may approve mortgage loans up to $150,000, a Senior Loan Officer may approve mortgage loans up to $417,000 and the President may approve mortgage loans up to $500,000. All other mortgage loans must be approved by at least four members of the Bank’s Board of Directors. The lending
policy further provides that loans secured by readily marketable collateral, such as stock, bonds and certificates of deposit may be approved by a Loan Officer for up to $150,000, by a Senior Loan Officer for up to $300,000 and by the President up to $400,000. Loans secured by other non-real estate collateral may be approved by a Loan Officer for up to $50,000, by a Senior Loan Officer up to $100,000 and by the President up to $200,000. Finally, the lending policy provides that unsecured loans may be approved
by a Loan Officer up to $15,000 or up to $25,000 by a Senior Loan Officer or up to $50,000 by the President. All other unsecured loans or loans secured by non-real estate collateral must be approved by at least four members of the Bank’s Board of Directors.




The Bank generally requires appraisals on all real property securing its loans and requires an attorney’s opinion or title insurance and a valid lien on the mortgaged real estate. Appraisals for all real property securing mortgage loans are performed by independent appraisers who are state-licensed. The Bank requires fire and extended
coverage insurance in amounts at least equal to the principal amount of the loan and also requires flood insurance to protect the property securing the loan if the property is in a flood plain. The Bank also generally requires private mortgage insurance only on fixed rate residential mortgage loans with Loan-to-Value Ratios of greater than 80%. The Bank does not require escrow accounts for insurance premiums or taxes.




The Bank’s underwriting standards for consumer and commercial loans are intended to protect against some of the risks inherent in making such loans. Borrower character, paying habits and financial strengths are important considerations.




The Bank occasionally purchases and sells participations in commercial loans, non-residential real estate and multi-family loans to or from other financial institutions. At December 31, 2009, the Bank held no participation loans in its loan portfolio.




The following table shows loan disbursement and repayment activity for the Bank during the periods indicated.




Year Ended December 312009


2008


2007(In thousands)Loans Disbursed:Residential real estate loans

$
73,315


$
49,384


$
52,221Multi-family loans


2,149



2,460



2,351Construction loans


3,943



7,333



10,708Non-residential real estate loans


7,071



18,567



10,455Land loans


11,996



8,152



10,353Consumer and other loans


3,178



3,081



4,037Commercial loans


27,733



38,666



19,753Total loans disbursed


129,385



127,643



109,878Reductions:Sales


45,498



10,009



6,514Principal loan repayments and other (1)


92,600



90,958



86,623Total reductions


138,098



100,967



93,137Net Increase (decrease)

$
(8,713
)

$
26,676


$
16,741





(1)
Other items consist of amortization of deferred loan origination costs, the provision for losses on loans and net charges to the allowance for loan losses.







Origination and Other Fees. The Bank realizes income from loan origination fees, loan servicing fees, late charges, checking account service charges and fees for other miscellaneous services. Late charges are generally assessed if payment is not received within a specified number of
days after it is due. The grace period depends on the individual loan documents.


9




NON-PERFORMING AND PROBLEM ASSETS




Mortgage loans are reviewed by the Bank on a regular basis and are placed on a non-accrual status when management determines that the collectibility of the interest is less than probable or collection of any amount of principal is in doubt. Generally, when loans are placed on non-accrual status, unpaid accrued interest is written off, and
further income is recognized only to the extent received. The Bank delivers delinquency notices with respect to all mortgage loans contractually past due 5 to 10 days. When loans are 30 days in default, personal contact is made with the borrower to establish an acceptable repayment schedule. Management is authorized to commence foreclosure proceedings for any loan upon making a determination that it is prudent to do so.




Commercial and consumer loans are treated similarly. Interest income on consumer, commercial and other non-mortgage loans is accrued over the term of the loan except when serious doubt exists as to the collectibility of a loan, in which case accrual of interest is discontinued and the loan is written-off, or written down to the fair value
of the collateral securing the loan. It is the Bank’s policy to recognize losses on these loans as soon as they become apparent.




Non-performing Assets. At December 31, 2009, $7.2 million, or 1.82% of consolidated total assets, were non-performing loans compared to $1.0 million, or .28% of consolidated total assets, at December 31, 2008. The balance of non-performing assets was real estate owned (REO),
comprised of real estate taken during forclosure proceedings, held at December 31, 2009, in the amount of $253,000 and troubled debt restructured at December 31, 2009 in the amount of $1.7 million.




The increase in non-performing assets period to period was primarily due to the addition of two relationships which represent $5.0 million of the $7.2 million in non-performing loans at December 31, 2009 and increases in troubled debt restructured.




The first, a single loan relationship consisting of six loans, originally totaling $4.9 million, was added to the Bank’s impaired loan listing in 2009. All loans in this relationship were current at December 31, 2008. In December 2009, partial charge-off of estimated confirmed losses were taken on these loans totaling $1.3 million, bringing
the oustanding balance on these loans to $3.6 million at December 31, 2009. All of the loans in this relationship are secured by real estate collateral, with updated appraisals as of the charge-off date. Two of the properties included in this relationship are pending sale and are expected to meet or exceed the December 31, 2009 loan value.




Management determines “confirmed loss” by using updated property values, supported by appraisals, less estimated cost to sell. As of year end, experience showed that the typical cost to sell in the Bank’s market area was approximately 4% of loan value.




A second problem relationship was identified in 2009, involving six loans totaling $1.6 million. Currently, and throughout 2009, management worked with this borrower to arrive at a workout of the situation. In December, partial charge-off of estimated confirmed losses were taken on these loans in the amount of $186,000, bringing the outstanding
balance to $1.4 million. All of the loans in this relationship are secured by real estate collateral, with updated appraisals as of the charge-off date.


10




The table below sets forth the amounts and categories of the Bank’s non-performing assets (non-performing loans, foreclosed real estate and troubled debt restructurings) for the last three years. It is the policy of the Bank that all earned but uncollected interest on all past due loans is reviewed monthly to determine what portion thereof
should be classified as uncollectible for loans past due in excess of 90 days. Uncollectible interest is written off monthly.




At December 312009


2008


2007(In thousands)Non-performing assets:Non-performing loans

$
7,199


$
1,045


$
1,825Troubled debt restructured


1,651



-



-Total non-performing loans and troubled debt restructured


8,850



1,045



1,825Foreclosed real estate


253



259



184Total non-performing assets

$
9,103


$
1,304


$
2,009Total non-performing loans to total loans


3.20
%


0.37
%


0.71
%Total non-performing assets to total assets


2.30
%


0.35
%


0.57
%






At December 31, 2009, the Bank held loans delinquent from 30 to 89 days totaling $3.0 million. As of that date, management was not aware of any other assets that would need to be disclosed as non-performing assets.





Delinquent Loans.The following table sets forth certain information at December 31, 2009, 2008, and 2007 relating to delinquencies in the Bank’s portfolio. Delinquent loans that are 90 days or more past due are considered non-performing assets.


At December 31, 2009


At December 31, 2008


At December 31, 200730-89 Days


90 Days or More


30-89 Days


90 Days or More


30-89 Days


90 Days or MoreNumber of Loans


Principal Balance of Loans


Number of Loans


Principal Balance of Loans


Number of Loans


Principal Balance of Loans


Number of Loans


Principal Balance of Loans


Number of Loans


Principal Balance of Loans


Number of Loans


Principal Balance of Loans(Dollars in thousands)Residential real estate loans


14


$
724



18


$
2,117



8


$
412



9


$
752



15


$
1,064



14


$
657Construction loans


2



288



1



224



2



261



-



-



1



30



-



-Land loans


1



33



5



2,236



1



45



-



-



1



46



1



225Non-residential real estate loans


4



1,767



7



2,163



2



585



2



160



2



376



3



568Consumer loans


17



70



6



9



13



54



5



24



13



63



1



2Commercial loans


7



161



5



450



6



663



3



109



5



419



3



373Total


45


$
3,043



42


$
7,199



32


$
2,020



19


$
1,045



37


$
1,998



22


$
1,825Delinquent loans to total loans














3.70
%














1.07
%














1.48
%






Classified Assets. Federal regulations and the Bank’s Asset Classification Policy provide for the classification of loans and other assets such as debt and equity securities of lesser quality as “substandard,” “doubtful,” or “loss” assets. An
asset is considered “substandard” if it is inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. “Substandard” assets include those characterized by the “distinct possibility” that the Bank will sustain “some loss” if the deficiencies are not corrected. Assets classified as “doubtful” have all of the weaknesses inherent in those classified “substandard,” with the added characteristic
that the weaknesses present make “collection or liquidation in full,” on the basis of currently existing facts, conditions, and values, “highly questionable and improbable.” Assets classified as “loss” are those considered “uncollectible” and of such little value that their continuance as assets without the establishment of a specific loss reserve is not warranted.




An insured institution is required to establish general allowances for loan losses in an amount deemed prudent by management for loans classified substandard or doubtful, as well as for other problem loans. General allowances represent loss allowances which have been established to recognize the inherent risk


11




associated with lending activities, but which, unlike specific allowances, have not been allocated to particular problem assets. When an insured institution classifies problem assets as “loss,” it is required either to establish a specific allowance for losses equal to 100% of the amount of the asset so classified or to charge
off such amount. An institution’s determination as to the classification of its assets and the amount of its valuation allowances is subject to review by the OTS, which can order the establishment of additional general or specific loss allowances.




Not all of the Bank’s classified assets constitute non-performing assets. Historically, management has been conservative in its listing of assets as classified, especially in comparison to peer classification of similar assets and to actual delinquency status. For this reason the amount of classified assets for the Bank may appear high
in relation to actual delinquencies. This indicates a diligence by the Bank in management of problem loans, as the Bank uses the classification listing as a “watch list” of loans that management believes to be potentially problematic, rather than just a listing of known problem loans. Lower than peer delinquencies are the result of this conservative and proactive approach to management of the classified list.




The classification of assets listing is evaluated monthly by a committee comprised of lending personnel, the Bank Chief Executive Officer, the Chief Financial Officer, and the Bank’s Internal Auditor. The list encompasses entire relationships, rather than single problem loans, and removal of loans from the list is only approved by the
committee upon demonstrated performance by the borrower.




At December 31, 2009, the aggregate amount of the Bank’s classified assets are as follows:




At December 31, 2009(In thousands)Substandard assets

$
14,482Doubtful assets


180Loss assets


-Total classified assets

$
14,662




The Bank regularly reviews its loan portfolio to determine whether any loans require classification in accordance with applicable regulations. Not all of the Bank’s classified assets constitute non-performing assets.






ALLOWANCE FOR LOAN LOSSES




The allowance for loan losses is maintained through the provision for loan losses, which is charged to earnings. The provision for loan losses is determined in conjunction with management’s review and evaluation of current economic conditions (including those of the Bank’s lending area), changes in the character and size of the
loan portfolio, loan delinquencies (current status as well as past and anticipated trends) and adequacy of collateral securing loan delinquencies, historical and estimated net charge-offs and other pertinent information derived from a review of the loan portfolio. In management’s opinion, the Bank’s allowance for loan losses is adequate to absorb probable incurred losses from loans at December 31, 2009. However, there can be no assurance that regulators, when reviewing the Bank’s loan portfolio
in the future, will not require increases in its allowances for loan losses or that changes in economic conditions will not adversely affect the Bank’s loan portfolio. In December 2009, the Bank took partial charge-offs totaling $2.4 million on $10.5 million in loans previously covered by specific reserves through the allowance for loan loss. As a result, as of December 31, 2009, the Bank had no specific reserve amounts in its allowance.




In compliance with regulatory guidance and in reaction to the economic factors at work during 2009, management reviewed and revised the methodolgy for evaluating the adequacy of its allowance for loan and lease losses during the fourth quarter of 2009. Management made the following changes to the methodology:


12


·
Increased segmentation of loan types. Previously the Bank used general loan groups to evaluate historical charge-off activity. This was acceptable due to the historically minimal amount of charge-off activity and the low delinquency rates experienced by the Bank. Historical analysis of four general loan groups was expanded to 12 regulatory groupings, each relative
to a specific risk-related loan type. Each of the 12 groups was evaluated for charge-off activity and relevance to the existing loan portfolio, in arriving at historical loss factors by group. These loss factors are used in arriving at estimates as to the adequacy of the allowance.




·
Decrease in historical look-back period. Previously the Bank used a five-year historical period in evaluating loss experience. This was reduced to three years to more timely and accurately reflect the effect of the recent economic downturn.




·
Increased evaluation of “concentration” areas. Commercial relationships were reviewed during the fourth quarter of 2009 and areas of risk concentration were identified. This allowed management to target these areas in the allowance analysis and establish the capability to compare these concentrations and any associated losses going forward. This
data is as of yet only potentially useful as the realized charge-offs of the Bank for the concentration areas have been low, and in most instances nonexistent. As charge-offs of these concentration areas occur, experience data can be formed.




·
Partial charge-off of previously allocated specific reserves. Management has been proactive and prudent in identifying the potential for loss on specific loans and loan relationships, and in prior periods has established “specific reserves” within the allowance for loan loss for those potential losses. Specific reserves are estimates, based on collected
data such as updated appraisals, analysis of the financial condition of the borrower, and estimates of the outcome in the event of failure of the loan. Specific reserves are not realized charge-offs since the outcome of the loan relationship is undetermined. Regulatory pressure has been to include these specific reserve estimates as realized charge-offs in the computation of historical charge-off data. In December 2009, in response to this pressure, management elected to include these specific reserve estimates
as charge-offs within the allowance for loan losses activity to provide consistency between the historical charge-off data utilized within the allowance analysis and the actual account activity. This resulted in partial charge-offs as of December 31, 2009 of $2.4 million. Of total gross charge-offs of $2.8 million for the year ended December 31, 2009, $2.4 million was for partial charge-offs and the remaining $400,000 was for realized charge-offs from foreclosure activity. Recoveries of previously charged-off
amounts were $127,000 for the period.




13




Summary of Loan Loss Experience.The following table analyzes changes in the allowance during the five years ended December 31, 2009.




Year Ended December 31,2009


2008


2007


2006


2005(Dollars in thousands)Balance at beginning of period

$
2,364


$
2,208


$
2,176


$
2,320


$
2,364Charge-offs:Real estate loans


(2,453
)


(782
)


(270
)


(247
)


(190
)Consumer


(169
)


(183
)


(183
)


(178
)


(217
)Commercial loans


(141
)


(83
)


(213
)


(19
)


-Total charge-offs


(2,763
)


(1,048
)


(666
)


(444
)


(407
)Recoveries


127



124



136



36



75Net charge-offs


(2,636
)


(924
)


(530
)


(408
)


(332
)Provision for losses on loans


2,883



1,080



562



264



288Balance end of period

$
2,611


$
2,364


$
2,208


$
2,176


$
2,320Allowance  for loan losses as a percent of total loans outstanding


.94
%


.82
%


.83
%


.89
%


1.00
%Ratio of net charge-offs to average loans outstanding before net items


.94
%


.32
%


.20
%


.17
%


.14
%






Allocation of Allowance for Loan Losses.The following table presents an analysis of the allocation of the Bank’s allowance for loan losses at the dates indicated. Decreases seen in the “unallocated” category reflect more precise allocation of loan types and concentrations
within the revised methodology.


At December 31,2009


2008


2007


2006


2005Amount


Percent of loans in each category to total loans


Amount


Percent of loans in each category to total loans


Amount


Percent of loans in each category to total loans


Amount


Percent of loans in each category to total loans


Amount


Percent of loans in each category to total loans(Dollars in thousands)Balance at end of period applicable to:Residential real estate

$
898



52.8
%

$
602



55.7
%

$
743



57.8
%

$
954



55.1
%

$
1,102



52.3
%Nonresidential real estate


1,570



39.4



967



36.6



748



33.5



741



36.7



690



39.2Consumer loans


31



1.7



77



1.7



57



2.3



171



2.5



156



2.9Commercial loans


46



6.1



158



6.0



144



6.4



114



5.7



98



5.6Unallocated


66



-



560



-



515



-



196



-



274



-Total

$
2,611



100.0
%

$
2,364



100.0
%

$
2,208



100.0
%

$
2,176



100.0
%

$
2,320



100.0
%




INVESTMENTS AND MORTGAGE-BACKED SECURITIES




Investments. The Bank’s investment portfolio (excluding mortgage-backed securities) consists of U.S. government and agency obligations, corporate bonds, municipal securities and Federal Home Loan Bank (“FHLB”) stock. At December 31, 2009, total investments in the
portfolio, as defined above and including mortgage-backed securities, had a combined carrying value of approximately $84.4 million, or 21.3%, of the consolidated total assets.




Investments reported in the financial statements of the Company are held both at the Bank level and at the Bank’s Nevada subsidiaries. All Company investments are available for sale, but the intent of the Company is to hold investments to maturity. Liquidity is met through a combination of deposit growth, borrowing from the Federal Home
Loan Bank of Indianapolis, and if needed, sale of investments held at the Bank level. Securities held through the Nevada subsidiaries are held primarily for investment purposes. Securities held at the Bank level are held primarily for liquidity purposes. In 2008 liquidity needs were met


14


primarily through deposit growth and the same held true for 2009, with purchases of investments at both the Bank level and the subsidiary level as cash levels increased over the year. Sales of investments over the last 18 months have been made primarily to take advantage of gain positions on short-term investments, especially those expected
to be called in the near future.





The majority of the growth, 2008 to 2009, was in U.S. government and agency securities, all government guaranteed issues, and most at yields of less than 2%. Over $34 million in agency securities were purchased at the Bank level in 2009, to provide an earning opportunity for excess funds, while maintaining liquidity. Growth in the investment
portfolio (Nevada) has been primarily in guaranteed mortgage-backed securities and municipals. During 2009, the cost basis of mortgage-backed securities grew by $8.3 million while municipal investments grew slightly less than $3.3 million. As of December 31, 2009, the portfolio was in a net unrealized gain position of $695,000.




The following table sets forth the amortized cost and the market value of the Bank’s investment portfolio, excluding mortgage-backed investments, at the dates indicated.


At December 31,2009


2008


2007Amortized Cost


Market Value


Amortized Cost


Market Value


Amortized Cost


Market Value(In thousands)Available for sale:U.S. Government and agency obligations

$
30,164


$
30,397


$
12,900


$
13,362


$
35,821


$
36,123Municipal securities


20,243



20,665



16,978



16,332



15,598



15,644Corporate bonds


1,777



848



4,414



3,641



888



888Total available for sale


52,184



51,910



34,292



33,335



52,307



52,655FHLB stock


4,850



4,850



4,850



4,850



4,750



4,750Total investments

$
57,034


$
56,760


$
39,142


$
38,185


$
57,057


$
57,405






The following table sets forth the amount of investment securities (excluding FHLB stock and mortgage- backed investments) which mature during each of the periods indicated and the weighted average yields for each range of maturities at December 31, 2009.


Amount at December 31, 2009 which matures inLess Than One Year


One Year to Five Years


Five to Ten Years


After Ten YearsAmortized Cost


Average Yield


Amortized Cost


Average Yield


Amortized Cost


Average Yield


Amortized Cost


Average  Yield(Dollars in thousands)U.S. Government and agency obligations

$
-



-
%

$
19,080



2.20
%

$
7,119



3.28
%

$
3,965



5.24
%Municipal securities


470



4.70



1,222



5.61



7,630



5.66



10,921



6.38Corporate


-



-



-



-



-



-



1,777



1.06







Mortgage-Backed Securities. The Bank maintains a portfolio of mortgage-backed pass-through securities in the form of FHLMC, FNMA and Government National Mortgage Association (“GNMA”) participation certificates. Mortgage-backed pass-through securities generally entitle the
Bank to receive a portion of the cash flows from an identified pool of mortgages and gives the Bank an interest in that pool of mortgages. FHLMC, FNMA and GNMA securities are each guaranteed by its respective agencies as to principal and interest.


15




Although mortgage-backed securities generally yield less than individual loans originated by the Bank, they present less credit risk. Because mortgage-backed securities have a lower yield relative to current market rates, retention of such investments could adversely affect the Bank’s earnings, particularly in a rising interest rate
environment. The mortgage-backed securities portfolio is generally considered to have very low credit risk because they are guaranteed as to principal repayment by the issuing agency.




In addition, the Bank has purchased adjustable rate mortgage-backed securities as part of its effort to reduce its interest rate risk. In a period of declining interest rates, the Bank is subject to prepayment risk on such adjustable rate mortgage-backed securities. The Bank attempts to mitigate this prepayment risk by purchasing mortgage-backed
securities at or near par. If interest rates rise in general, the interest rates on the loans backing the mortgage-backed securities will also adjust upward, subject to the interest rate caps in the underlying mortgage loans. However, the Bank is still subject to interest rate risk on such securities if interest rates rise faster than 1% to 2% maximum annual interest rate adjustments on the underlying loans.




At December 31, 2009, the Bank had mortgage-backed securities with a carrying value of approximately $27.7 million, all of which were classified as available for sale. These mortgage-backed securities may be used as collateral for borrowings and, through repayments, as a source of liquidity.




The following table sets forth the amortized cost and market value of the Bank’s mortgage-backed securities at the dates indicated.




At December 31,2009


2008


2007Amortized Cost


Market Value


Amortized Cost


Market Value


Amortized Cost


Market Value(In thousands)Available for sale:Government Agency securities

$
14,869


$
15,436


$
10,626


$
10,955


$
5,275


$
5,353Collateralized mortgage obligations


11,813



12,215



7,750



7,994



981



991Total mortgage-backed securities

$
26,682


$
27,651


$
18,376


$
18,949


$
6,256


$
6,344






The following table sets forth the amount of mortgage-backed securities which mature during each of the periods indicated and the weighted average yields for each range of maturities at December 31, 2009.




Amount at December31, 2009 which matures inLess Than One Year


One Year to Five Years


Five to Ten Years


After Ten YearsAmortized Cost


Average Yield


Amortized Cost


Average Yield


Amortized Cost


Average Yield


Amortized Cost


Average Yield(Dollars in thousands)Mortgage-backed securities available for sale

$
-



-
%

$
-



-
%

$
1,000



5.59
%

$
13,869



4.61
%CMOs


-



-



-



-



-



-



11,813



4.65




16




The following table sets forth the changes in the Bank’s mortgage-backed securities portfolio at amortized cost for the years ended December 31, 2009, 2008, and 2007.




For the Year Ended December 31,2009


2008


2007(Dollars in thousands)Beginning balance

$
18,376


$
6,256


$
68Purchases


12,696



13,650



6,423Sales proceeds


-



-



-Repayments


(4,404
)


(1,571
)


(236
)Losses on sales


-



-



-Premium and discount amortization, net


14



41



1Ending balance

$
26,682


$
18,376


$
6,256






SOURCES OF FUNDS




General. Deposits have traditionally been the Bank’s primary source of funds for use in lending and investment activities. In addition to deposits, the Bank derives funds from scheduled loan payments, investment maturities, loan prepayments, retained earnings, income on earning
assets, and borrowings. While scheduled loan payments and income on earning assets are relatively stable sources of funds, deposit inflows and outflows can vary widely and are influenced by prevailing interest rates, market conditions, and levels of competition. Borrowings from the FHLB of Indianapolis may be used in the short term to compensate for reductions in deposits or deposit inflows at less than projected levels.




Deposits. Deposits are attracted, principally from within Jefferson County, through the offering of a broad selection of deposit instruments including fixed rate certificates of deposit, NOW, MMDAs and other transaction accounts, individual retirement accounts and savings accounts. The
Bank actively solicits and advertises for deposits outside of Jefferson County. Since the opening of our branches in Sellersburg, Indiana (Clark County), Charlestown, Indiana (Clark County), Floyds Knobs, Indiana (Floyd County) and the branch in Carrollton, Kentucky (Carroll County), the Bank’s market area has expanded. In March 2010, the Bank entered into an agreement to purchase a branch banking office in New Albany, Indiana (Floyd County), and assuming regulatory approval and the closing of the purchase
agreement, the Bank hopes to begin operating the branch in the third quarter of 2010. This will enhance the existing services provided by the Bank for that area. Deposits will come from all of our market area. Deposit account terms vary, with the principal differences being the minimum balance required, the amount of time the funds remain on deposit and the interest rate. The Bank does not pay a fee for any deposits it receives.




Interest rates paid, maturity terms, service fees and withdrawal penalties are established by the Bank on a periodic basis. Determination of rates and terms are predicated on funds acquisition and liquidity requirements, rates paid by competitors, growth goals and applicable regulations. The Bank relies, in part, on customer service and long-standing
relationships with customers to attract and retain its deposits, but also closely prices its deposits in relation to rates offered by its competitors.




The flow of deposits is influenced significantly by general economic conditions, changes in money market and prevailing interest rates and competition. The variety of deposit accounts offered by the Bank has allowed it to be competitive in obtaining funds and to respond with flexibility to changes in consumer demand. The Bank has become more
susceptible to short-term fluctuations in deposit flows as customers have become more interest rate conscious. The Bank manages the pricing of its deposits in keeping with its asset/liability management and profitability objectives. Historically, NOW and MMDAs have been relatively stable sources of deposits. However, during 2009, transactional deposits, and primarily NOW and MMDA deposits, increased from $118.4 million at December 31, 2008 to $129.6 million at December 31, 2009, an increase of $11.2 million,
or 9.5%. The ability of the Bank to attract and maintain certificates of deposit, and the rates paid on these deposits, have been and will continue to be significantly affected by market conditions. As customers pursued more stable deposit products during 2009, certificate of deposit


17




balances grew $17.6 million, or 13.6%, from the balance of $129.4 million as of December 31, 2008 to $147.0 million at December 31, 2009. As certificates of deposit repriced and new certificates were added, the lower interest rates for these items caused a decline in the cost of deposits.




An analysis of the Company’s deposit accounts by type, maturity and rate at December 31, 2009 is as follows:




Type of Account

Minimum Opening Balance


Balance at December 31, 2009


% of Deposits


Weighted Average Rate(Dollars in thousands)Withdrawable:Non-interest bearing accounts

$
100


$
23,448



8.48
%


.00
%Savings accounts


50



28,668



10.37



.61MMDA


2,500



19,620



7.09



1.33NOW accounts


1,000



57,838



20.91



.60Total withdrawable






129,574



46.85



.61Certificates (original terms):I.R.A.

$
2,500


$
8,149



2.94
%


2.95
%3 month


2,500



154



.06



.966 months


2,500



1,619



.59



1.609 month


2,500



778



.28



1.9412 months


2,500



18,427



6.66



1.8215 month


2,500



22,623



8.18



2.1318 month


2,500



1,530



.55



3.0424 months


2,500



6,036



2.18



3.3430 months


2,500



503



.18



2.8536 months


2,500



4,613



1.67



3.6541 months


2,500



3,087



1.12



4.4248 months


2,500



2,792



1.01



4.2760 months


2,500



3,662



1.32



4.06Jumbo certificates


2,500



73,039



26.41



2.62Total certificates






147,012



53.15



2.62Total deposits





$
276,586



100.00
%


1.68
%







The following table sets forth by various interest rate categories the composition of time deposits of the Bank at the dates indicated:




At December 31,2009


2008


2007(In thousands)0.00 to 1.00%

$
56,225


$
3,973


$
-1.01 to 2.00%


43,698



28,895



1952.01 to 3.00%


25,297



46,010



2983.01 to 4.00%


19,349



45,856



14,6164.01 to 5.00%


2,443



4,666



35,3925.01 to 6.00%


-



-



42,415Total

$
147,012


$
129,400


$
92,916







The following table represents, by various interest rate categories, the amounts of time deposits maturing during each of the three years following December 31, 2009. Matured certificates, which have not been renewed as of December 31, 2009, have been allocated based upon certain rollover assumptions.




Amounts at December 31, 2009 Maturing InOne Year or Less


Two Years


Three Years


Greater Than Three Years(In thousands)0.00 to 1.00%

$
44,583


$
11,490


$
4


$
1481.01 to 2.00%


35,369



4,697



2,018



1,6142.01 to 3.00%


19,287



2,944



475



2,5913.01 to 4.00%


5,826



5,195



7,266



1,0624.01 to 5.00%


994



570



879



-Total

$
106,059


$
24,896


$
10,642


$
5,415





18





The following table indicates the amount of the Bank’s jumbo and other certificates of deposit of $100,000 or more by time remaining until maturity as of December 31, 2009.




At December 31, 2009Maturity Period

(In thousands)Three months or less

$
22,305Greater than three months through six months


18,739Greater than six months through twelve months


17,958Over twelve months


14,037Total

$
73,039







The following table sets forth the dollar amount of savings deposits in the various types of deposits offered by the Bank at the dates indicated, and the amount of increase or decrease in such deposits as compared to the previous period.




Deposit ActivityBalance at December  31, 2009


% of Deposits


Increase (Decrease) from 2008


Balance at December 31, 2008


% of Deposits


Increase (Decrease) from 2007


Balance at December 31, 2007


% of Deposits(Dollars in thousands)Withdrawable:Noninterest-bearing accounts

$
23,448



8.48
%

$
2,055


$
21,393



8.63
%

$
2,774


$
18,619



8.47
%Savings accounts


28,668



10.36



1,330



27,338



11.03



2,608



24,730



11.26MMDA


19,620



7.09



4,761



14,859



6.00



(8,955
)


23,814



10.84NOW accounts


57,838



20.91



3,051



54,787



22.11



(4,816
)


59,603



27.13Total withdrawable


129,574



46.85



11,197



118,377



47.77



(8,389
)


126,766



57.70Certificates (original terms):I.R.A.


8,149



2.95



1,034



7,115



2.87



449



6,666



3.033 months


154



.06



124



30



0.01



5



25



0.016 months


1,619



.59



(3,159
)


4,778



1.93



(228
)


5,006



2.289 months


778



.28



(1,840
)


2,618



1.06



(534
)


3,152



1.4412 months


18,427



6.66



(1,913
)


20,340



8.21



9,647



10,693



4.8715 months


22,623



8.18



9,849



12,774



5.16



(9,385
)


22,159



10.0918 months


1,530



.55



29



1,501



0.61



(24
)


1,525



0.6924 months


6,036



2.18



1,287



4,749



1.92



1,751



2,998



1.3730 months


503



.18



(164
)


667



0.27



(85
)


752



0.3436 months


4,613



1.67



1,343



3,270



1.32



2,247



1,023



0.4741 months


3,087



1.12



(86
)


3,173



1.28



2,692



481



0.2248 months


2,792



1.01



305



2,487



1.00



897



1,590



0.7260 months


3,662



1.32



(70
)


3,732



1.50



(616
)


4,348



1.98Jumbo certificates


73,039



26.41



10,873



62,166



25.09



29,668



32,498



14.79Total certificates


147,012



53.15



17,612



129,400



52.23



36,484



92,916



42.30Total deposits

$
276,586



100.00
%

$
28,809


$
247,777



100.00
%

$
28,095


$
219,682



100.00
%







Borrowings. The Bank focuses on generating high quality loans and then seeks the best source of funding from deposits, investments, or borrowings. At December 31, 2009, the Bank had $79.0 million in FHLB advances. During 2009, the Bank used excess funds to pay down borrowings with
the FHLB, reducing total borrowed funds by $11.0 million over the period. The Bank does not anticipate any difficulty in obtaining advances appropriate to meet its requirements in the future.




19




The following table presents certain information relating to the Holding Company’s and the Bank’s borrowings at or for the years ended December 31, 2009, 2008, and 2007.




At or for the Year Ended December 31,2009


2008


2007(Dollars in thousands)FHLB Advances and Other Borrowed Money:Outstanding at end of period

$
86,217


$
97,217


$
102,217Average balance outstanding for period


90,467



100,467



96,884Maximum amount outstanding at any month-end during the period


96,217



103,217



102,217Weighted average interest rate during the period


4.65
%


4.83
%


4.83
%Weighted average interest rate at end of period


4.57
%


4.61
%


4.76
%






SERVICE CORPORATION SUBSIDIARIES




Office of Thrift Supervision regulations permit federal savings associations to invest in the capital stock, obligations or other specified types of securities of subsidiaries (referred to as “service corporations”) and to make loans to such subsidiaries and joint ventures in which such subsidiaries are participants in an aggregate
amount not exceeding 2% of the association’s assets, plus an additional 1% of assets if the amount over 2% is used for specified community or inner-city development purposes. In addition, federal regulations permit associations to make specified types of loans to such subsidiaries (other than special purpose finance subsidiaries) in which the association owns more than 10% of the stock, in an aggregate amount not exceeding 50% of the association’s regulatory capital if the association’s regulatory
capital is in compliance with applicable regulations.




A savings association that acquires a non-savings association subsidiary, or that elects to conduct a new activity within a subsidiary, must give the Federal Deposit Insurance Corporation, the Office of Thrift Supervision and the Department of Financial Institutions at least 30 days advance written notice. The Federal Deposit Insurance Corporation
may, after consultation with the Office of Thrift Supervision, prohibit specified activities if it determines such activities pose a serious threat to the Deposit Insurance Fund. Moreover, a savings association must deduct from capital, for purposes of meeting the core capital, tangible capital and risk-based capital requirements, its entire investment in and loans to a subsidiary engaged in activities not permissible for a national bank (other than exclusively agency activities for its customers or mortgage
banking subsidiaries).




The Bank’s wholly owned subsidiary, Madison 1st Service Corporation, which was incorporated under the laws of the State of Indiana on July 3, 1973, currently holds land but does not otherwise engage in significant business activities. During 2005, the Bank established in Nevada three new subsidiaries --RVFB Investments, Inc., RVFB
Holdings, Inc. and RVFB Portfolio, LLC--to hold and manage a significant portion of the Bank’s investment portfolio. Income from the Nevada investment subsidiary increased from $1.5 million for the year ended December 31, 2008 to $1.6 million for the same period in 2009, an increase of 7.5%. This increase contributed to the decline in the effective tax rate, period to period, as discussed in Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operation - Comparison
of Results of Operations for the Years Ended December 31, 2009 and 2008.






FINANCING SUBSIDIARY




On March 13, 2003, the Company formed the “RIVR Statutory Trust I,” a statutory trust formed under Connecticut law, and filed a Certificate of Trust with the Secretary of the State of Connecticut. The sole purpose of the Trust is to issue and sell certain securities representing undivided beneficial interests in the assets
of the Trust and to invest the proceeds thereof in certain debentures of the Company.




20




EMPLOYEES




As of December 31, 2009, the Bank employed 77 persons on a full-time basis and 15 persons on a part-time basis. None of the employees is represented by a collective bargaining group. Management considers its employee relations to be good.






COMPETITION




The Bank originates most of its loans to and accepts most of its deposits from residents of Jefferson, Floyd and Clark Counties, Indiana, and Trimble and Carroll Counties, Kentucky. The Bank is subject to competition from various financial institutions, including state and national banks, state and federal savings associations, credit unions
and certain non-banking consumer lenders that provide similar services in Jefferson, Floyd and Clark Counties in Indiana, and Trimble, Carroll and Jefferson Counties in Kentucky and which have significantly larger resources available to them than does the Bank. In total, there are 24 financial institutions located in the 6-county market area, including the Bank. The Bank also competes with money market funds with respect to deposit accounts and with insurance companies with respect to individual retirement accounts.




The primary factors influencing competition for deposits are interest rates, service and convenience of office locations. The Bank competes for loan originations primarily through the efficiency and quality of services it provides borrowers and through interest rates and loan fees charged. Competition is affected by, among other things, the
general availability of lendable funds, general and local economic conditions, current interest rate levels and other factors that are not readily predictable.






REGULATION




GENERAL




As a federally-chartered, FDIC-insured savings association, the Bank is subject to extensive regulation by the OTS and the FDIC. For example, the Bank must obtain OTS approval before it may engage in certain activities and must file reports with the OTS regarding its activities and financial condition. The OTS periodically examines the Bank’s
books and records and, in conjunction with the FDIC in certain situations, has examination and enforcement powers. This supervision and regulation are intended primarily for the protection of depositors and the federal deposit insurance fund. A savings association must pay a semi-annual assessment to the OTS based upon a marginal assessment rate that decreases as the asset size of the savings association increases, and which includes a fixed-cost component that is assessed on all savings associations. The assessment
rate that applies to a savings association depends upon the institution’s size, condition and the complexity of its operations. The Bank’s semi-annual assessment is approximately $52,000.




The Bank is also subject to federal and state regulation as to such matters as loans to officers, directors, or principal shareholders, required reserves, limitations as to the nature and amount of its loans and investments, regulatory approval of any merger or consolidation, issuances or retirements of its securities, and limitations upon
other aspects of banking operations. In addition, the Bank’s activities and operations are subject to a number of additional detailed, complex and sometimes overlapping federal and state laws and regulations. These include state usury and consumer credit laws, state laws relating to fiduciaries, the Federal Truth-In-Lending Act and Regulation Z, the Federal Equal Credit Opportunity Act and Regulation B, the Fair Credit Reporting Act, the Community Reinvestment Act, anti-redlining legislation, antitrust
laws and regulations protecting the confidentiality of consumer financial information.




21




SAVINGS AND LOAN HOLDING COMPANY REGULATION




As the holding company for the Bank, the Holding Company is regulated as a “non-diversified savings and loan holding company” within the meaning of the Home Owners’ Loan Act, as amended (“HOLA”), and is subject to regulatory oversight by the Director of the OTS. As such, the Holding Company is registered with
the OTS and is thereby subject to OTS regulations, examinations, supervision and reporting requirements. As a subsidiary of a savings and loan holding company, the Bank is subject to certain restrictions in its dealings with the Holding Company and with other companies affiliated with the Holding Company.




In general, the HOLA prohibits a savings and loan holding company, without obtaining the prior approval of the Director of the OTS, from acquiring control of another savings association or savings and loan holding company or retaining more than 5% of the voting shares of a savings association or of another holding company which is not a subsidiary.
The HOLA also restricts the ability of a director or officer of the Holding Company, or any person who owns more than 25% of the Holding Company’s stock, from acquiring control of another savings association or savings and loan holding company without obtaining the prior approval of the Director of the OTS.




The Holding Company currently operates as a unitary savings and loan holding company. Prior to the enactment of the Gramm-Leach-Bliley Act (the “GLB Act”) in 1999, there were no restrictions on the permissible business activities of a unitary savings and loan holding company. The GLB Act included a provision that prohibits any
new unitary savings and loan holding company, defined as a company that acquires a thrift after May 4, 1999, from engaging in commercial activities. This provision also includes a grandfather clause, however, that permits a company that was a savings and loan holding company as of May 4, 1999, or had an application to become a savings and loan holding company on file with the OTS as of that date, to acquire and continue to control a thrift and to continue to engage in commercial activities. Because
the Holding Company qualifies under this grandfather provision, the GLB Act did not affect the Holding Company’s authority to engage in diversified business activities.




If the Holding Company were to acquire control of another savings association other than through a merger or other business combination with the Bank, the Holding Company would thereupon become a multiple savings and loan holding company. Except where such acquisition is pursuant to the authority to approve emergency thrift acquisitions and
where each subsidiary savings association meets the Qualified Thrift Lender (“QTL”) test, the activities of the Holding Company and any of its subsidiaries (other than the Bank or other subsidiary savings associations) would thereafter be subject to further restrictions. The HOLA provides that, among other things, a multiple savings and loan holding company may not, either directly or acting through a subsidiary that is not a savings association, conduct, any business activity other than (i) furnishing
or performing management services for a subsidiary savings association, (ii) conducting an insurance agency or escrow business, (iii) holding, managing, or liquidating assets owned by or acquired from a subsidiary savings association, (iv) holding or managing properties used or occupied by a subsidiary savings association, (v) acting as trustee under deeds of trust, (vi) those activities in which multiple savings and loan holding companies were authorized (by regulation) to directly engage
on March 5, 1987, or (vii) those activities authorized by the Federal Reserve Board as permissible for bank holding companies, unless the Director of the OTS by regulation prohibits or limits such activities for savings and loan holding companies. Those activities described in (vii) above must also be approved by the Director of the OTS before a multiple savings and loan holding company may engage in such activities.




The Director of the OTS may also approve acquisitions resulting in the formation of a multiple savings and loan holding company which controls savings associations in more than one state, if the multiple savings and loan holding company involved controls a savings association which operated a home or branch office in the state of the association
to be acquired as of March 5, 1987, or if the laws of the state in which the


22




association to be acquired is located specifically permit associations to be acquired by state-chartered associations or savings and loan holding companies located in the state where the acquiring entity is located (or by a holding company that controls such state-chartered savings associations). Also, the Director of the OTS may approve an
acquisition resulting in a multiple savings and loan holding company controlling savings associations in more than one state in the case of certain emergency thrift acquisitions.




Notwithstanding the above rules as to permissible business activities of savings and loan holding companies, if the savings association subsidiary of such a holding company fails to meet the QTL test, then such holding company would be deemed to be a bank holding company subject to all of the provisions of the Bank Holding Company Act of 1956
and other statutes applicable to bank holding companies, to the same extent as if the Holding Company were a bank holding company and the Bank were a bank. See Item 1 - Business - Regulation - Qualified Thrift Lender. At December 31, 2009, the Bank’s asset composition was in excess of that required to qualify as a Qualified Thrift Lender.




Indiana law permits federal and state savings association holding companies with their home offices located outside of Indiana to acquire savings associations whose home offices are located in Indiana and savings association holding companies with their principal place of business in Indiana (“Indiana Savings Association Holding Companies”)
upon receipt of approval by the Indiana Department of Financial Institutions. Moreover, Indiana Savings Association Holding Companies may acquire savings associations with their home offices located outside of Indiana and savings association holding companies with their principal place of business located outside of Indiana upon receipt of approval by the Indiana Department of Financial Institutions.




No subsidiary savings association of a savings and loan holding company may declare or pay a dividend or make a capital distribution on its permanent or non-withdrawable stock unless it first gives the Director of the OTS 30 days advance notice of such declaration and payment. Any dividend declared during such period or without giving notice
shall be invalid.






FEDERAL HOME LOAN BANK SYSTEM




The Bank is a member of the FHLB system, which consists of 12 regional banks. The Federal Housing Finance Board (“FHFB”), an independent agency, controls the FHLB system including the FHLB of Indianapolis. The FHLB system provides a central credit facility primarily for member financial institutions. At December 31, 2009,
the Bank’s investment in stock of the FHLB of Indianapolis was $4.9 million. For the fiscal year ended December 31, 2009, the FHLB of Indianapolis paid approximately $139,000 in cash dividends to the Bank. Annualized, this income would have a rate of 2.9%. The rate paid during the period ended December 31, 2009 was lower than in previous periods due to the various financial difficulties in the financial industry, including the write-down in value of various mortgage-backed securities held by the FHLB
of Indianapolis.




All 12 FHLBs are required to provide funds to establish affordable housing programs through direct loans or interest subsidies on advances to members to be used for lending at subsidized interest rates for low-and moderate-income, owner-occupied housing projects, affordable rental housing, and certain other community projects. These contributions
and obligations could adversely affect the value of FHLB stock in the future. A reduction in the value of such stock may result in a corresponding reduction in the Bank’s capital.




The FHLB of Indianapolis serves as a reserve or central bank for its member institutions. It is funded primarily from proceeds derived from the sale of consolidated obligations of the FHLB system. It makes advances to members in accordance with policies and procedures established by the FHLB and the Board of Directors of the FHLB of Indianapolis.


23




All FHLB advances must be fully secured by sufficient collateral as determined by the FHLB. Eligible collateral includes first mortgage loans not more than 90 days delinquent or securities evidencing interests therein, securities (including mortgage-backed securities) issued, insured or guaranteed by the federal government or any agency thereof,
cash or FHLB deposits, certain small business and agricultural loans of smaller institutions and real estate with readily ascertainable value in which a perfected security interest may be obtained. Other forms of collateral may be accepted as additional security or, under certain circumstances, to renew outstanding advances. All long-term advances are required to provide funds for residential home financing, and the FHLB has established standards of community service that members must meet to maintain access
to long-term advances.




At December 31, 2009 the Bank had $79 million in such borrowings, with an additional $23 million available, previously approved by the Board of Directors.




Interest rates charged for advances vary depending upon maturity, the cost of funds to the FHLB of Indianapolis and the purpose of the borrowing.






INSURANCE OF DEPOSITS




The Bank’s deposits are insured by the Deposit Insurance Fund (“DIF”) of the FDIC up to a maximum amount, which is generally $250,000 per depositor, subject to aggregation rules. The enactment of the Emergency Economic Stabilization Act of 2008 (“EESA”) and further FDIC rulemaking, temporarily raised this amount
from $100,000 to $250,000, effective until December 31, 2013.




Insured depository institutions that were in existence on December 31, 1996 and paid assessments prior to that date (or their successors) were entitled to a one-time credit against future assessments based on their past contributions to the BIF or SAIF (the DIF’s predecessors).




The FDIC is authorized to set the reserve ratio for the DIF annually at between 1.15% and 1.5% of estimated insured deposits and the FDIC has been given discretion to set assessment rates according to risk regardless of the level of the fund reserve ratio. The FDIC has set the designated reserve ratio for the DIF at 1.25% of insured deposits.
Federal law also provides for the possibility that the FDIC may pay dividends to insured institutions once the DIF reserve ratio equals or exceeds 1.35% of estimated insured deposits.




The Bank is subject to deposit insurance assessments by the FDIC pursuant to its regulations establishing a risk-related deposit insurance assessment system. Under the risk-based assessment system, the FDIC will evaluate each institution’s risk based on three primary sources of information: supervisory ratings for all insured institutions,
financial ratios for most institutions and long-term debt issuer ratings for large institutions that have such ratings. An institution’s assessment rate will be based on the insured institution’s ranking in one of four risk categories. For 2009, the Bank paid risk-based assessments at the average rate of 3.55 basis points for each $100 of insured deposits.




Due to losses incurred by the DIF in 2008 and 2009 from failed institutions, and anticipated future losses, the FDIC published a restoration plan in 2008 designed to replenish the DIF. In order to implement the restoration plan, the FDIC changed both its risk-based assessment system and its base assessment rates. For the first quarter of 2009,
the FDIC adopted an across-the-board 7 basis point increase in the assessment range. The FDIC also adopted further refinements to its risk-based assessment, effective April 1, 2009, that made the range of total base assessment rates 7 to 77 1/2 basis points, starting with the quarter beginning April 1, 2009. The FDIC may adjust the scale uniformly from one quarter to the next, except that no adjustment can exceed 3 basis points from the base scale without notice and comment rulemaking. No institution may pay
a dividend if in default of the federal deposit insurance assessment. As additional DIF restoration measures designated by the FDIC, the Company paid a 5 basis points special assessment of


24




$178,000 in September, 2009, and paid or prepaid all quarterly assessments for the third and fourth quarters of 2009, and all of 2010, 2011 and 2012 on December 30, 2009, in the amount of $1,860,864.




A significant increase in the risk category of the Bank or adjustment to the base assessment rates causing increased insurance premiums would likely have an adverse effect on the operating expenses and results of operations of the Bank. Management cannot predict what insurance assessment rates will be in the future. For 2009, increased assessment
rates and special assessments have had a material impact on the Company’s results of operations.




FDIC-insured institutions remain subject to the requirement to pay quarterly debt service assessments to the FDIC to fund interest payments on bonds issued by the Financing Corporation (“FICO”), an agency of the Federal government established to recapitalize the predecessor to the SAIF. These assessments will continue until the
FICO bonds are repaid between 2017 and 2019. During 2009, the FICO assesment rate ranged between 1.02 and 1.14 basis points for each $100 of insured deposits per quarter. For the first quarter of 2010, the FICO assessment rate is 1.06 basis points.




As another response to difficult economic conditions, the FDIC adopted an optional Temporary Liquidity Guarantee Program by which, for a fee, noninterest bearing transaction accounts would receive unlimited insurance coverage until June 30, 2010 (extended from the original termination at December 31, 2009) and, for a fee, certain senior unsecured
debt issued by institutions and their holding companies between October 13, 2008 and June 30, 2009 would be guaranteed by the FDIC through June 30, 2012. The Bank made the business decision to participate in the unlimited noninterest bearing transaction account coverage, and the Bank and the Company elected to participate in the unsecured debt guarantee program.




The FDIC may terminate the deposit insurance of any insured depository institution if the FDIC determines, after a hearing, that the institution has engaged or is engaging in unsafe or unsound practices, is in an unsafe and unsound condition to continue operations or has violated any applicable law, regulation, order or any condition imposed
in writing by, or written agreement with, the FDIC. The FDIC may also suspend deposit insurance temporarily during the hearing process for a permanent termination of insurance if the institution has no tangible capital.






SAVINGS ASSOCIATION REGULATORY CAPITAL




Currently, savings associations are subject to three separate minimum capital-to-assets requirements: (i) a leverage limit, (ii) a tangible capital requirement, and (iii) a risk-based capital requirement. The leverage limit requires that savings associations maintain “core capital” of at least 3% of total assets.
Core capital is generally defined as common shareholders’ equity (including retained earnings), non-cumulative perpetual preferred stock and related surplus, certain minority equity interests in subsidiaries, qualifying supervisory goodwill, purchased mortgage servicing rights and purchased credit card relationships (subject to certain limits) less non-qualifying intangibles. The OTS requires a core capital level of 3% of total adjusted assets for savings associations that receive the highest supervisory
rating for safety and soundness, and no less than 4% for all other savings associations.




Under the tangible capital requirement, a savings association must maintain tangible capital (core capital less all intangible assets except purchased mortgage servicing rights which may be included after making the above-noted adjustment in an amount up to 100% of tangible capital) of at least 1.5% of total assets. Under the risk-based capital
requirements, a minimum amount of capital must be maintained by a savings association to account for the relative risks inherent in the type and amount of assets held by the savings association.




The risk-based capital requirement requires a savings association to maintain capital (defined generally for these purposes as core capital plus general valuation allowances and permanent or maturing capital instruments such as preferred stock and subordinated debt less assets required to be deducted) equal to


25




8.0% of risk-weighted assets. Assets are ranked as to risk in one of four categories (0-100%). A credit risk-free asset, such as cash, requires no risk-based capital, while an asset with a significant credit risk, such as a non-accrual loan, requires a risk factor of 100%. Moreover, a savings association must deduct from capital, for purposes
of meeting the core capital, tangible capital and risk-based capital requirements, its entire investment in and loans to a subsidiary engaged in activities not permissible for a national bank (other than exclusively agency activities for its customers or mortgage banking subsidiaries). At December 31, 2009, the Bank was in compliance with all capital requirements imposed by law.




If an association is not in compliance with the capital requirements, the OTS is required to prohibit asset growth and to impose a capital directive that may restrict, among other things, the payment of dividends and officers’ compensation. In addition, the OTS and the FDIC generally are authorized to take enforcement actions against
a savings association that fails to meet its capital requirements. These actions may include restricting the operations activities of the association, imposing a capital directive, cease and desist order, or civil money penalties, or imposing harsher measures such as appointing a receiver or conservator or forcing the association to merge into another institution.






PROMPT CORRECTIVE REGULATORY ACTION




The Federal Deposit Insurance Corporation Improvement Act of 1991 (“FedICIA”) requires, among other things, that federal bank regulatory authorities take “prompt corrective action” with respect to institutions that do not meet minimum capital requirements. For these purposes, FedICIA establishes five capital tiers:
well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized. At December 31, 2009, the Bank was categorized as “well capitalized,” meaning that its total risk-based capital ratio exceeded 10%, its Tier I risk-based capital ratio exceeded 6%, its leverage ratio exceeded 5%, and it was not subject to a regulatory order, agreement or directive to meet and maintain a specific capital level for any capital measure.




The FDIC may order savings associations which have insufficient capital to take corrective actions. For example, a savings association which is categorized as “undercapitalized” would be subject to growth limitations and would be required to submit a capital restoration plan, and a holding company that controls such a savings association
would be required to guarantee that the savings association complies with the restoration plan. “Significantly undercapitalized” savings associations would be subject to additional restrictions. Savings associations deemed by the FDIC to be “critically undercapitalized” would be subject to the appointment of a receiver or conservator.






DIVIDEND LIMITATIONS




The OTS also restricts the amount of “capital distributions” that may be made by savings associations. The applicable regulation defines a capital distribution as a distribution of cash or other property to a savings association’s owners, made on account of their ownership. This definition includes a savings association’s
payment of cash dividends to shareholders, or any payment by a savings association to repurchase, redeem, retire, or otherwise acquire any of its shares or debt instruments that are included in total capital, and any extension of credit to finance an affiliate’s acquisition of those shares or interests. The amended regulation does not apply to dividends consisting only of a savings association’s shares or rights to purchase such shares.




The regulation exempts certain savings associations from filing either a notice or an application with the OTS before making any capital distribution, and requires a savings association to file an application for approval of a proposed capital distribution with the OTS if the association is not eligible for expedited treatment under OTS’s
application processing rules, or the total amount of all capital distributions, including the proposed capital distribution, for the applicable calendar year would exceed an amount equal to the savings association’s net income for that year to date plus the savings association’s retained net income for the preceding two years (the “retained net income standard”). A savings association must also


26




file an application for approval of a proposed capital distribution if, following the proposed distribution, the association would not be at least adequately capitalized under the OTS prompt corrective action regulations, or if the proposed distribution would violate a prohibition contained in any applicable statute, regulation, or agreement
between the association and the OTS or the FDIC.




The regulation requires a savings association to file a notice of a proposed capital distribution in lieu of an application if the association or the proposed capital distribution do not meet the conditions described above, and: (1) the savings association will not be at least as well capitalized (as defined under the OTS prompt corrective
action regulations) following the capital distribution; (2) the capital distribution would reduce the amount of, or retire any part of the savings association’s common or preferred stock, or retire any part of debt instruments such as notes or debentures included in the association’s capital under the OTS capital regulation; or (3) the savings association is a subsidiary of a savings and loan holding company. Because the Bank is a subsidiary of a savings and loan holding company, this latter provision
requires, at a minimum, that the Bank file a notice with the OTS 30 days before making any capital distributions to the Holding Company.




In addition to these regulatory restrictions, the Bank’s Plan of Conversion imposes additional limitations on the amount of capital distributions it may make to the Holding Company. The Plan of Conversion requires the Bank to establish and maintain a liquidation account for the benefit of Eligible Account Holders and Supplemental Eligible
Account Holders and prohibits the Bank from making capital distributions to the Holding Company if its net worth would be reduced below the amount required for the liquidation account.






LIMITATIONS ON RATES PAID FOR DEPOSITS




Regulations promulgated by the FDIC pursuant to FedICIA place limitations on the ability of insured depository institutions to accept, renew or roll over deposits by offering rates of interest which are significantly higher than the prevailing rates of interest on deposits offered by other insured depository institutions having the same type
of charter in the institution’s normal market area. Under these regulations, “well-capitalized” depository institutions may accept, renew, or roll such deposits over without restriction, “adequately capitalized” depository institutions may accept, renew or roll such deposits over with a waiver from the FDIC (subject to certain restrictions on payments of rates) and “undercapitalized” depository institutions may not accept, renew or roll such deposits over. The regulations
contemplate that the definitions of “well capitalized,” “adequately capitalized” and “undercapitalized” will be the same as the definition adopted by the agencies to implement the corrective action provisions of FedICIA. Management does not believe that these regulations will have a materially adverse effect on the Bank’s current operations.






LIQUIDITY




The Financial Regulatory Relief and Economic Efficiency Act of 2000 repealed the former statutory requirement that all savings associations maintain an average daily balance of liquid assets in a minimum amount of not less than 4% or more than 10% of their withdrawable accounts plus short-term borrowings. The OTS adopted a rule that implemented
this revised statutory requirement, although savings associations remain subject to the OTS regulation that requires them to maintain sufficient liquidity to ensure their safe and sound operation.






SAFETY AND SOUNDNESS STANDARDS




The federal banking agencies have adopted final safety and soundness standards for all insured depository institutions. The standards, which were issued in the form of guidelines rather than regulations, relate to internal controls, information systems, internal audit systems, loan underwriting and documentation, compensation, interest rate
exposure, asset quality and earnings standards. In general, the standards are designed to assist the federal banking agencies in identifying and addressing problems at insured


27




depository institutions before capital becomes impaired. If an institution fails to meet these standards, the appropriate federal banking agency may require the institution to submit a compliance plan. Failure to submit a compliance plan may result in enforcement proceedings.






REAL ESTATE LENDING STANDARDS




OTS regulations require savings associations to establish and maintain written internal real estate lending policies. Each association’s lending policies must be consistent with safe and sound banking practices and be appropriate to the size of the association and the nature and scope of its operations. The policies must establish loan
portfolio diversification standards; establish prudent underwriting standards, including loan-to-value limits, that are clear and measurable; establish loan administration procedures for the association’s real estate portfolio; and establish documentation, approval and reporting requirements to monitor compliance with the association’s real estate lending policies. The association’s written real estate lending policies must be reviewed and approved by the association’s Board of Directors
at least annually. Further, each association is expected to monitor conditions in its real estate market to ensure that its lending policies continue to be appropriate for current market conditions.






LOANS TO ONE BORROWER




Under OTS regulations, the Bank may not make a loan or extend credit to a single or related group of borrowers in excess of 15% of its unimpaired capital and surplus. Additional amounts may be lent, not in excess of 10% of unimpaired capital and surplus, if such loans or extensions of credit are fully secured by readily marketable collateral,
including certain debt and equity securities but not including real estate. In some cases, a savings association may lend up to 30 percent of unimpaired capital and surplus to one borrower for purposes of developing domestic residential housing, provided that the association meets its regulatory capital requirements and the OTS authorizes the association to use this expanded lending authority. At December 31, 2009, all of the Bank’s loans were within the current legal lending limit of $5.7 million.
While the current economic conditions can quickly change lending relationships, at this time management does not believe that the loans-to-one-borrower limits will have a significant impact on the Bank’s business operations or earnings.






QUALIFIED THRIFT LENDER




Savings associations must meet a QTL test that requires the association to maintain an appropriate level of qualified thrift investments (“QTIs”) (primarily residential mortgages and related investments, including certain mortgage-related securities) and otherwise to qualify as a QTL. The required percentage of QTIs is 65% of portfolio
assets (defined as all assets minus intangible assets, property used by the association in conducting its business and liquid assets equal to 10% of total assets). Certain assets are subject to a percentage limitation of 20% of portfolio assets. In addition, savings associations may include shares of stock of the FHLBs, FNMA, and FHLMC as QTIs. Compliance with the QTL test is determined on a monthly basis in nine out of every twelve months. As of December 31, 2009, the Bank was in compliance with its QTL
requirement, with approximately 74.4% of its portfolio assets invested in QTIs.




A savings association which fails to meet the QTL test must either convert to a bank or be subject to the following penalties: (i) it may not enter into any new activity except for those permissible for a national bank and for a savings association; (ii) its branching activities shall be limited to those of a national bank; and (iii) it
shall be bound by regulations applicable to national banks respecting payment of dividends. Three years after failing the QTL test the association must dispose of any investment or activity not permissible for a national bank and a savings association. If such a savings association is controlled by a savings and loan holding company, then such holding company must, within a prescribed time period, become registered as a bank holding company and become subject to all rules and regulations applicable to bank holding
companies (including restrictions as to the scope of permissible business activities).


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ACQUISITIONS OR DISPOSITIONS AND BRANCHING




The Bank Holding Company Act specifically authorizes a bank holding company, upon receipt of appropriate regulatory approvals, to acquire control of any savings association or holding company thereof wherever located. Similarly, a savings and loan holding company may acquire control of a bank. Moreover, federal savings associations may acquire
or be acquired by any insured depository institution. Regulations promulgated by the Federal Reserve Board restrict the branching authority of savings associations acquired by bank holding companies. Savings associations acquired by bank holding companies may be converted to banks, but as such they become subject to branching and activity restrictions applicable to banks.




Subject to certain exceptions, commonly-controlled banks and savings associations must reimburse the FDIC for any losses suffered in connection with a failed bank or savings association affiliate. Institutions are commonly controlled if one is owned by another or if both are owned by the same holding company. Such claims by the FDIC under
this provision are subordinate to claims of depositors, secured creditors, and holders of subordinated debt, other than affiliates.




The OTS has adopted regulations which permit nationwide branching to the extent permitted by federal statute. Federal statutes permit federal savings associations to branch outside of their home state if the association meets the domestic building and loan test in §7701(a)(19) of the Internal Revenue Code of 1986, as amended (the “Code”)
or the asset composition test of §7701(c) of the Code. Branching that would result in the formation of a multiple savings and loan holding company controlling savings associations in more than one state is permitted if the law of the state in which the savings association to be acquired is located specifically authorizes acquisitions of its state-chartered associations by state-chartered associations or their holding companies in the state where the acquiring association or holding company is located. Moreover,
Indiana banks and savings associations are permitted to acquire other Indiana banks and savings associations and to establish branches throughout Indiana.




Finally, The Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 (the “Riegle-Neal Act”) permits bank holding companies to acquire banks in other states and, with state consent and subject to certain limitations, allows banks to acquire out-of-state branches either through merger or de novo expansion. The State
of Indiana enacted legislation establishing interstate branching provisions for Indiana state-chartered banks consistent with those established by the Riegle-Neal Act (the “Indiana Branching Law”). The Indiana Branching Law, which became effective in 1996, authorizes Indiana banks to branch interstate by merger or de novo expansion, provided that such transactions are not permitted to out-of-state banks unless the laws of their home states permit Indiana banks to merge or establish de novo banks on
a reciprocal basis.






TRANSACTIONS WITH AFFILIATES




The Bank is subject to Sections 22(h), 23A and 23B of the Federal Reserve Act, which limits credit transactions between a bank or savings association and its executive officers and its affiliates. These provisions also prescribe terms and conditions deemed to be consistent with safe and sound banking practices for transactions between a financial
institution and its affiliates, and restrict the types of collateral security permitted in connection with a financial institution’s extension of credit to an affiliate.






FEDERAL SECURITIES LAW




The shares of Common Stock of the Holding Company have been registered with the SEC under the Securities Exchange Act (the “1934 Act”). The Holding Company is subject to the information, proxy solicitation, insider trading restrictions and other requirements of the 1934 Act and the rules of the SEC thereunder. If the Holding Company
has fewer than 300 shareholders, it may deregister its shares under the 1934 Act and cease to be subject to the foregoing requirements.




29




Shares of Common Stock held by persons who are affiliates of the Holding Company may not be resold without registration unless sold in accordance with the resale restrictions of Rule 144 under the Securities Act of 1933. If the Holding Company meets the current public information requirements under Rule 144, each affiliate of the Holding Company
who complies with the other conditions of Rule 144 (including those that require the affiliate’s sale to be aggregated with those of certain other persons) would be able to sell in the public market, without registration, a number of shares not to exceed, in any three-month period, the greater of (i) 1% of the outstanding shares of the Holding Company or (ii) the average weekly volume of trading in such shares during the preceding four calendar weeks.






SARBANES-OXLEY ACT OF 2002




The Holding Company is subject to the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”). The Sarbanes-Oxley Act’s stated goals include enhancing corporate responsibility, increasing penalties for accounting and auditing improprieties at publicly traded companies and protecting investors by improving the accuracy and reliability
of corporate disclosures pursuant to the securities laws. The Sarbanes-Oxley Act generally applies to all companies that file or are required to file periodic reports with the Securities and Exchange Commission under the 1934 Act.




Among other things, the Sarbanes-Oxley Act creates the Public Company Accounting Oversight Board as an independent body subject to SEC supervision with responsibility for setting auditing, quality control and ethical standards for auditors of public companies. The Sarbanes-Oxley Act also requires public companies to make faster and more-extensive
financial disclosures, requires the chief executive officer and chief financial officer of public companies to provide signed certifications as to the accuracy and completeness of financial information filed with the SEC, and provides enhanced criminal and civil penalties for violations of the federal securities laws.




The Sarbanes-Oxley Act also addresses functions and responsibilities of audit committees of public companies. The statute makes the audit committee directly responsible for the appointment, compensation and oversight of the work of the company’s outside auditor, and requires the auditor to report directly to the audit committee. The
Sarbanes-Oxley Act authorizes each audit committee to engage independent counsel and other advisors, and requires a public company to provide the appropriate funding, as determined by its audit committee, to pay the company’s auditors and any advisors that its audit committee retains. The Sarbanes-Oxley Act also requires public companies to include an internal control report and assessment by management, along with an attestation to this report prepared by the company’s registered public accounting
firm in certain cases, in their annual reports to stockholders.




The Holding Company is continuing to prepare for compliance with the final stage of Section 404 of the Sarbanes-Oxley Act. As a Smaller Reporting Company under the SEC rules, the Holding Company has provided management’s assessment of the effectiveness of its internal controls over financial reporting, but the obligation to have an auditor
attestation to the effectiveness of these controls was deferred. The SEC announced in October 2009 that there will be no further extensions, so we will be required to have an auditor attestation prepared and included in our annual reports for the years ending December 31, 2010 and thereafter.




Although the Holding Company will continue to incur additional expense in complying with the provisions of the Sarbanes-Oxley Act and the resulting regulations, management does not expect that such compliance will have a material impact on the Holding Company’s results of operations or financial condition.






COMMUNITY REINVESTMENT ACT MATTERS




Federal law requires that ratings of depository institutions under the Community Reinvestment Act of 1977 (“CRA”) be disclosed. The disclosure includes both a four-unit descriptive rating - outstanding, satisfactory, needs to improve, and substantial noncompliance - and a written evaluation of an institution’s


30




performance. Each FHLB is required to establish standards of community investment or service that its members must maintain for continued access to long-term advances from the FHLBs. The standards take into account a member’s performance under the CRA and its record of lending to first-time home buyers. The OTS has designated the Bank’s
record of meeting community credit needs as satisfactory.






PREDATORY LENDING




The Federal Reserve Board issued a regulation that became effective on October 1, 2002 that is aimed at curbing “predatory lending.” The term “predatory lending” encompasses a variety of practices, but the term generally is used to refer to abusive lending practices involving fraud, deception or unfairness. Predatory
lending typically involves one or more of the following: (i) making unaffordable loans based on the assets of the borrower rather than on the borrower’s ability to repay an obligation (“asset-based lending”); (ii) inducing a borrower to refinance a loan repeatedly in order to charge high points and fees each time the loan is refinanced (“loan flipping”); or (iii) engaging in fraud or deception to conceal the true nature of the loan obligation from an unsuspecting or
unsophisticated borrower. The Federal Reserve Board amended Regulation Z to broaden the scope of loans subject to the protections of the Home Ownership and Equity Protection Act of 1994 (“HOEPA”). Among other things, the regulation brings within the scope of HOEPA first-lien mortgage loans with interest rates that are at least 8 percentage points above Treasury securities having a comparable maturity. In addition, the regulation requires that the cost of optional insurance and similar debt protection
products paid by a borrower at closing be included in calculating the finance charge paid by the borrower. HOEPA coverage is triggered if such finance charges exceed 8 percent of the total loan. Finally, the regulation restricts creditors from engaging in repeated refinancings of their own HOEPA loans over a short time period when the transactions are not in the borrower’s interest. Lenders that violate the rules face cancellation of loans and penalties equal to the finance charges paid. The Bank does not
anticipate that these provisions, or any similar state predatory lending regulations, will materially affect its financial condition or results of operations.






USA PATRIOT ACT OF 2001




The USA PATRIOT Act of 2001 (the “PATRIOT Act”) is intended to strengthen the ability of U.S. Law Enforcement to combat terrorism on a variety of fronts. The PATRIOT Act contains sweeping anti-money laundering and financial transparency laws and requires financial institutions to implement additional policies and procedures with
respect to, or additional measures designed to address, any or all the following matters, among others: money laundering, suspicious activities and currency transaction reporting, and currency crimes. Many of the provisions in the PATRIOT Act were to have expired December 31, 2005, but the U.S. Congress authorized renewals that extended the provisions until March 10, 2006. In early March 2006, the U.S. Congress approved the USA PATRIOT Improvement and Reauthorization Act of 2005 (the “Reauthorization Act”)
and the USA PATRIOT Act Additional Reauthorizing Amendments Act of 2006 (the “PATRIOT Act Amendments”), and they were signed into law by President Bush on March 9, 2006. The Reauthorization Act makes permanent all but two of the provisions that had been set to expire and provides that the remaining two provisions, which relate to surveillance and the production of business records under the Foreign Intelligence Surveillance Act, will expire in four years. The PATRIOT Act Amendments include provisions
allowing recipients of certain subpoenas to obtain judicial review of nondisclosure orders and clarifying the use of certain subpoenas to obtain information from libraries. The Company does not anticipate that these changes will materially affect its operations.






RECENT LEGISLATIVE DEVELOPMENTS




In response to recent unprecedented financial market turmoil, the Emergency Economic Stabilization Act of 2008 (“EESA”) was enacted on October 3, 2008. EESA authorizes the U.S. Treasury Department to provide up to $700 billion in funding for the financial services industry. Pursuant to the EESA, the




31




Treasury was initially authorized to use $350 billion for the Troubled Asset Relief Program (“TARP”). Of this amount, the Treasury allocated $250 billion to the TARP Capital Purchase Program (“CPP”). The CPP allows financial institutions, like the Company, to issue non-voting preferred stock to the Treasury in an amount
ranging between 1% and 3% of its total risk-weighted assets. The Company decided not to participate in the TARP CPP.




The American Recovery and Reinvestment Act of 2009 (“ARRA”), signed into law on February 17, 2009, amended the EESA as it applies to institutions that receive financial assistance under TARP. ARRA, more commonly known as the economic stimulus or economic recovery package, includes a wide variety of programs intended to stimulate
the economy and provide for extensive infrastructure, energy, health, and education needs. In addition, ARRA imposes certain new executive compensation and corporate expenditure limits on all current and future TARP recipients until the institution has repaid the Treasury.




In addition, the Internal Revenue Service (“IRS”) has issued an unprecedented wave of guidance in response to the credit crisis, including a relaxation of limits on the ability of financial institutions that undergo an “ownership change” to utilize their pre-change net operating losses and net unrealized built-in losses.
The relaxation of these limits may make significantly more attractive the acquisition of financial institutions whose tax basis in their loan portfolios significantly exceeds the fair market value of those portfolios.




Before and after EESA and ARRA, there have been numerous actions by the Federal Reserve Board, Congress, the Treasury, the FDIC, the IRS, the SEC and others to further the economic and banking industry stabilization efforts. It remains unclear at this time what further legislative and regulatory measures will be implemented affecting the Company.
To date, the Company or the Bank has elected to participate only in the FDIC’s Debt Guarantee Program and Transaction Account Guarantee Program. Both of these programs are part of the FDIC’s Temporary Liquidity Guarantee Program and are further discussed in Item 1 - Business - Regulation - Insurance of Deposits.




In addition, on June 17, 2009, the Obama Administration published a comprehensive regulatory reform plan that is intended to modernize and protect the integrity of the United States financial system. The President’s plan contains several elements that would have a direct effect on the Company and the Bank. Under the reform plan, the
federal thrift charter and the Office of Thrift Supervision would be eliminated and all companies that control an insured depository institution must register as a bank holding company. Draft legislation would require the Bank to become a national bank or adopt a state charter. Registration of the Company as a bank holding company would represent a significant change, as there currently exist significant difference between savings and loan holding company and bank holding company supervision and regulation. For
example, the Federal Reserve imposes leverage and risk-based capital requirements on bank holding companies whereas the Office of Thrift Supervision does not impose any capital requirements on savings and loan holding companies. If implemented, the foregoing regulatory reforms may have a material impact on our operations. However, at this time, we cannot determine the likelihood that the proposed regulatory reform will be adopted in the form proposed by the Obama Administration or the specific impact that any
adopted legislation will have on the Company or the Bank.




The potential for legislation impacting the financial services industry remains high. Already, at this time, the House of Representatives has passed on to the Senate the Wall Street Reform and Consumer Protection Act of 2009 that, among other things, would create a Consumer Financial Protection Agency, a new federal banking agency with the
mission of protecting consumers when they borrow money, make deposits, or obtain other financial products and services. The bill also targets systemic risk in the financial system. Members of the Senate Banking Committee have announced that a bipartisan bill comprehensively reforming the financial sector is imminent. We cannot predict whether or in what form Congress may adopt this financial reform legislation, or the extent to which our business may be affected.


32




Also, in February 2010, President Obama proposed additional reforms, including a reform known as the “Volcker Rule” that would prevent banks from owning, investing or sponsoring hedge funds, private equity funds or proprietary trading operations for their own profit. Further, the reforms would discourage certain consolidation in
the industry to prevent concentrations of too much risk in single organizations. We cannot predict whether, when or in what form these proposals may be adopted, so we cannot determine what impact they may have on us.






TAXATION




FEDERAL TAXATION




Historically, savings associations, such as the Bank, have been permitted to compute bad debt deductions using either the bank experience method or the percentage of taxable income method. However, for years beginning after December 31, 1995, the Bank can no longer use the percentage of taxable income method of computing its allowable
tax bad debt deduction and instead must compute its allowable deduction using the experience method. In addition, the pre-1988 reserve, for which no deferred taxes have been recorded, will not have to be recaptured into income unless (i) the Bank no longer qualifies as a bank under the Code or (ii) excess dividends or distributions are paid out by the Bank or the Bank redeems its own stock.




Depending on the composition of its items of income and expense, a savings association may be subject to the alternative minimum tax. A savings association must pay an alternative minimum tax equal to the amount (if any) by which 20% of alternative minimum taxable income (“AMTI”), as reduced by an exemption varying with AMTI, exceeds
the regular tax due. AMTI equals regular taxable income increased or decreased by certain tax preferences and adjustments, including depreciation deductions in excess of that allowable for alternative minimum tax purposes, tax-exempt interest on most private activity bonds issued after August 7, 1986 (reduced by any related interest expense disallowed for regular tax purposes), the amount of the bad debt reserve deduction claimed in excess of the deduction based on the experience method and 75% of the excess
of adjusted current earnings over AMTI (before this adjustment and before any alternative tax net operating loss). AMTI may be reduced only up to 90% by net operating loss carryovers, but alternative minimum tax paid can be credited against regular tax due in later years.




For federal income tax purposes, the Company has been reporting its income and expenses on the accrual method of accounting. The Company’s federal income tax returns have not been audited in recent years.






STATE TAXATION




The Company is subject to Indiana’s Financial Bank Tax (“IFBT”), which is imposed at a flat rate of 8.5% on apportioned “adjusted gross income.” “Adjusted gross income,” for purposes of IFBT, begins with taxable income as defined by Section 63 of the Code and, thus, incorporates federal tax law to
the extent that it affects the computation of taxable income. Federal taxable income is then adjusted by several Indiana modifications. Other applicable state taxes include generally applicable sales and use taxes plus real and personal property taxes. The Company’s state income tax returns have not been audited in recent years.




The Company is subject to Kentucky’s Bank Franchise Tax (“KBFT”), which is imposed at a flat rate of 1.1% on apportioned “net capital.” For purposes of the KBFT, “net capital” is determined by (1) adding together the Company’s paid-in capital stock, surplus, undivided profits, capital reserves,
net unrealized gains or losses on certain securities, and cumulative foreign currency translation adjustments and (2) deducting from the total an amount equal to the same percentage of the total as the book value of U.S. obligations and Kentucky obligations bears to the book value of the total assets of the Company. “Kentucky obligations” are all obligations of the state, counties, municipalities, taxing districts, and school districts that are exempt from taxation under Kentucky law. Other applicable
state taxes include generally applicable sales and use taxes as well as Kentucky bank deposit and local deposit taxes which are


33




generally imposed on the Company with respect to the deposits of Kentucky resident individuals at rates of .001% and .025%, respectively.






ITEM 1A.   RISK FACTORS.




Not applicable.






ITEM 1B.   UNRESOLVED STAFF COMMENTS.




Not applicable.






ITEM 2.   PROPERTIES.




The following table provides certain information with respect to the Bank’s offices as of December 31, 2009.




Description and Address

Owned or Leased

Year Opened

Total Deposits
(in thousands)

Net Book Value of Property, Furniture & Fixtures
(in thousands)

Approximate Square FootageLocations in Madison, Indiana:Downtown Office:233 East Main Street

Owned

1952

$
40,690


$
343



9,110Drive-Through Branch:401 East Main Street

Owned

1984


-



253



420Hilltop Location:430 Clifty Drive

Owned

1983


179,321



2,612



18,696Wal-Mart Banking Center:567 Ivy Tech Drive

Leased

1995


7,778



15



517Location in Hanover, Indiana:10 Medical Plaza Drive

Owned

1995


11,654



358



1,344Location in Charlestown, Indiana:1025 Highway 62

Leased/Land

2002


3,758



531



1,500Location in Sellersburg, Indiana:Highway 311

Owned

2005


19,493



2,647



13,000Location in Floyds Knobs, Indiana3660 Paoli Pike

Leased

2008


7,610



582



3,000Location in Carrollton, Kentucky:1501 Highland Avenue

Leased

2003


6,282



181



1,656







The Bank owns computer and data processing equipment which is used for transaction processing, loan origination, and accounting. The net book value of electronic data processing equipment owned by the Bank was approximately $335,000 at December 31, 2009.




The Bank operates 13 automated teller machines (“ATMs”), one at each office location (the main office has two), one at Hanover College, in Hanover, Indiana, one in the Big Lots parking lot in Madison, one at Great Escape Theatres in New Albany, Indiana, one at Sellersburg, Indiana, and one at Butler Mall in Carrolton, Kentucky.
The Bank’s ATMs participate in the Passport® network.




The Bank performs its own data processing and reporting services.


34




ITEM 3.   LEGAL PROCEEDINGS.




Neither the Holding Company nor the Bank is a party to any pending legal proceedings, other than routine litigation incidental to the Holding Company’s or the Bank’s business.






ITEM 4.  RESERVED.






ITEM 4.5.  EXECUTIVE OFFICERS OF THE REGISTRANT.




The executive officers of the Holding Company are identified below. The executive officers of the Bank are elected annually by the Holding Company’s Board of Directors.




Name

Position with the Holding Company

Position with the BankMatthew P. Forrester

President and Chief Executive Officer

President and Chief Executive OfficerLonnie D. Collins

Secretary

SecretaryVickie L. Grimes

Treasurer

Vice President of FinanceAnthony D. Brandon



Executive Vice PresidentMark A. Goley



Vice President of LendingWilliam H. Hensler



Vice President – Wealth ManagementJohn Muessel



Vice President – Trust Officer







Matthew P. Forrester (age 53) has served as the Bank and Holding Company President and Chief Executive Officer since October 1999. Prior to that, Mr. Forrester served as the Chief Financial Officer for Home Loan Bank in Fort Wayne, Indiana and Senior Vice President and Treasurer
for its holding company, Home Bancorp. Prior to joining Home Loan Bank, Mr. Forrester was an examiner for the Indiana Department of Financial Institutions.




Lonnie D. Collins (age 61) has served as Secretary of the Bank since September 1994 and as Secretary of the Holding Company since 1996. Mr. Collins has also practiced law since October 1975 and has served as the Bank’s outside counsel since 1980.




Vickie L. Grimes (age 54) has served as Vice President - Finance since May of 2007. Prior to that she acted as Controller for the Bank from September of 2006 until May of 2007. She also served as the Bank’s Internal Auditor from 2003 to September 2006, and as an accountant with
the Bank from 2000 to 2003. Prior to that, she served as the Accounting Manager for a financial institution in Pueblo, Colorado.




Anthony D. Brandon (age 38) has served as Executive Vice President since July 29, 2005, and as Vice President of Loan Administration of the Bank since September of 2001. Prior to his appointment as Executive Vice President, he served as Vice President of Loan Administration. Prior to
joining the Bank, he served as President of Republic Bank of Indiana.




Mark A. Goley(age 54) has served as Vice President of Loan Services since 1997. From 1989 to 1997, he served as Senior Loan Officer for Citizens.




William H. Hensler (age 46) has served as Vice President – Wealth Management since June of 2006. Prior to joining the Bank he served as a financial consultant with Hilliard Lyons.




John Muessel(age 57) has served as Vice President - Trust Officer since April of 2002. Prior to joining the Bank, he served as Trust Officer of National City Bank of Indiana.


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PART II




ITEM 5.
MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.




Market Information and Dividends




There were 1,504,472 common shares of River Valley Bancorp outstanding at February 26, 2010, held of record by approximately 330 shareholders. The number of shareholders does not reflect the number of persons or entities who may hold stock in nominee or “street name.” Since December 1996, the Company’s common shares have
been listed on The NASDAQ Capital Market (formerly called the NASDAQ SmallCap Market) (“NASDAQ”), under the symbol “RIVR.” On December 26, 2003, the shares of River Valley underwent a 2-for-1 stock split in order to create a more liquid market for the stock.




Presented below are the high and low sale prices for the Holding Company’s common shares, as well as cash distributions paid thereon since January 2007. Such sales prices do not include retail financial markups, markdowns or commissions. Information relating to sales prices has been obtained from NASDAQ.




Quarter Ended

High

Low

Cash Distributions2009December 31

$
15.75


$
12.05


$
0.21September 30


16.24



11.82



0.21June 30


16.86



10.50



0.21March 31


12.90



9.15



0.212008December 31

$
15.88


$
11.24


$
0.21September 30


15.88



13.25



0.21June 30


16.50



14.25



0.21March 31


18.00



13.79



0.212007December 31

$
18.01


$
14.29


$
0.21September 30


19.84



17.16



0.20June 30


18.25



17.00



0.20March 31


18.05



17.30



0.20







The high and low sale prices for the Holding Company’s common shares between December 31, 2009 and February 26, 2010, were $13.68 and $12.42, respectively.




Under OTS regulations applicable to converted savings associations, River Valley Financial is not permitted to pay a cash dividend on its common shares if the regulatory capital of River Valley Financial would, as a result of the payment of such dividend, be reduced below the amount required for the liquidation account (which was established
for the purpose of granting a limited priority claim on the assets of River Valley Financial, in the event of a complete liquidation, to those members of River Valley Financial before the Conversion who maintain a savings account at River Valley Financial after the Conversion) or applicable regulatory capital requirements prescribed by the OTS.




Regulations of the OTS impose limitations on the payment of dividends and other capital distributions by savings associations. Because the Bank is a subsidiary of a savings and loan holding company, it is required to file a notice with the OTS 30 days before making any capital distributions to the Holding Company. It may also have to file
an application for approval of a proposed capital distribution with the OTS if the Bank is not eligible for expedited treatment under the OTS’s application processing rules, or the total amount of all capital distributions, including the proposed capital distribution, for the applicable calendar year would exceed an amount equal to the Bank’s net earnings for that year to date plus the Bank’s retained net earnings for the preceding two years. The Bank must also file an application for


36




approval of a proposed capital distribution if, following the proposed distribution, the Bank would not be adequately capitalized under the OTS prompt corrective action regulations, or if the proposed distribution would violate a prohibition contained in any applicable statute, regulation, or agreement between the Bank and the OTS or the FDIC.




Since the Holding Company has no independent operation or other subsidiaries to generate income, its ability to accumulate earnings for the payment of cash dividends to its shareholders directly depends upon the ability of the Bank to pay dividends to the Holding Company and upon the earnings on its investment securities.




Any dividend distributions by the Bank to the Holding Company in excess of current or accumulated earnings and profits will be treated for federal income tax purposes as a distribution from the Bank’s accumulated bad debt reserves, which could result in increased federal income tax liability for the Bank.




Generally, there is no OTS regulatory restriction on the payment of dividends by the Holding Company unless there is a determination by the Director of the OTS that there is reasonable cause to believe that the payment of dividends constitutes a serious risk to the financial safety, soundness or stability of the Bank. The FDIC also has authority
under current law to prohibit a bank from paying dividends if, in its opinion, the payment of dividends would constitute an unsafe or unsound practice in light of the Bank’s financial condition. Indiana law, however, would prohibit the Holding Company from paying a dividend, if, after giving effect to the payment of that dividend, the Holding Company would not be able to pay its debts as they become due in the usual course of business or the Holding Company’s total assets would be less than the sum
of its total liabilities plus preferential rights of holders of preferred stock, if any.




In November 2009, the Company issued 5,000 shares of its Fixed Rate Cumulative Perpetual Preferred Stock, Series A. For so long as any of these preferred shares remain outstanding, no dividend or distribution shall be declared or paid on the Company’s common stock unless all accrued and unpaid dividends on the preferred shares have been
or will be first paid in full.






Equity Compensation Plans




The “Equity Compensation Plan Information” contained in Part III, Item 12 of this Annual Report on Form 10-K is incorporated herein by reference.






Issuer Purchases of Equity Securities




There were no shares repurchased during the three-month period ending December 31, 2009.


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ITEM 6.SELECTED FINANCIAL DATA.




The following tables set forth certain information concerning the consolidated financial condition, earnings, and other data regarding River Valley at the dates and for the periods indicated. The following selected financial data is qualified by reference to and should be read in conjunction with the Consolidated Financial Statements, including
the Notes thereto, presented in Item 8 - Financial Statements and Supplementary Data and in Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operation.






Selected Consolidated Financial Information and Other Data




At December 31,2009

2008

2007

2006

2005Selected consolidated financial condition data:

(In thousands)Total amount of:Assets

$
396,162

$
372,344

$
350,061

$
342,249

$
328,748Loans receivable - net


276,591


285,304


258,628


241,887


228,885Cash and cash equivalents


13,387


10,033


8,137


11,808


17,730Investment securities


79,561


52,284


58,999


65,150


59,609Deposits


276,586


247,777


219,682


220,238


206,733FHLB advances and other borrowings


86,217


97,217


102,217


95,217


96,782Stockholders’ equity


30,715


24,540


25,677


24,147


23,018





Year Ended December 31,2009

2008

2007

2006

2005(In thousands, except share data)Summary of consolidated income data:Total interest income

$
19,187

$
20,335

$
20,558

$
18,910

$
16,298Total interest expense


9,322


10,876


12,334


11,053


8,155Net interest income


9,865


9,459


8,224


7,857


8,143Provision for losses on loans


2,883


1,080


562


264


288Net interest income after provision for losses on loans


6,982


8,379


7,662


7,593


7,855Other income


4,168


3,212


2,992


2,516


2,500General, administrative and other expense


9,304


8,383


7,675


7,323


7,094Income before income tax expense


1,846


3,208


2,979


2,786


3,261Income tax expense


150


713


770


841


1,175Net income

$
1,696

$
2,495

$
2,209

$
1,945

$
2,086Basic earnings per share

$
1.10

$
1.54

$
1.36

$
1.21

$
1.32Diluted earnings per share

$
1.09

$
1.53

$
1.34

$
1.18

$
1.27







Year Ended December 31,Selected financial ratios and other data:

2009

2008

2007

2006

2005Interest rate spread during period


2.43
%

2.51
%

2.25
%

2.29
%

2.60
%Net yield on interest-earning assets (1)


2.68


2.81


2.56


2.55


2.82Return on assets (2)


.44


.69


.64


.59


.63Return on equity (3)


6.48


9.71


8.92


8.27


9.06Equity to assets (4)


7.75


6.59


7.21


7.06


7.00Average interest-earning assets to average interest-bearing liabilities


109.48


109.08


108.11


107.44


107.85Non-performing assets to total assets (4)


2.30


.35


.57


.33


.61Allowance for loan losses to total loans outstanding (4)


.94


.82


.83


.89


1.00Allowance for loan losses to non-performing loans (4)


36.27


226.22


120.99


195.33


132.80Net charge-offs to average total loans outstanding


.94


.32


.21


.17


0.14General, administrative and other expense to average assets (5)


2.39


2.34


2.23


2.19


2.29Dividend payout ratio


77.06


54.90


60.45


66.53


61.02Number of full service offices (4)


8


8


7


7


7





(1)
Net interest income divided by average interest-earning assets.


(2)
Net earnings divided by average total assets.


(3)
Net earnings divided by average total equity.


(4)
At end of period.


(5)
General, administrative and other expense divided by average total assets.


38




ITEM7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.




General




As discussed previously, River Valley was incorporated for the primary purpose of owning all of the outstanding shares of River Valley Financial. As a result, the discussion that follows focuses on River Valley Financial’s financial condition and results of operations for the periods presented. The following discussion and analysis of
the financial condition as of December 31, 2009, and River Valley’s results of operations for periods prior to that date, should be read in conjunction with the Consolidated Financial Statements and the Notes thereto, included in Item 8 of this Annual Report on Form 10-K.




In addition to the historical information contained herein, the following discussion contains forward-looking statements that involve risks and uncertainties. River Valley’s operations and River Valley’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, but are not limited to, changes in the economy and interest rates in the nation and River Valley’s general market area. The forward-looking statements contained herein include those with respect to the effect future changes in interest rates may have on financial condition and results of operations, and management’s opinion as to the effect on River Valley’s consolidated financial position and results of operations
of recent accounting pronouncements not yet in effect.






Effect of Current Events




The global and U.S. economies are experiencing significantly reduced business activity as a result of, among other factors, disruptions in the financial system during the past couple years. Dramatic declines in the housing market during the past year, with falling home prices and increasing foreclosures and unemployment, have resulted in significant
write-downs of asset values by financial institutions, including government-sponsored entities and major commercial and investment banks. These write-downs, initially of mortgage-backed securities but spreading to credit default swaps and other derivative securities, have caused many financial institutions to seek additional capital, to merge with larger and stronger institutions and, in some cases, to fail.




Reflecting concern about the stability of the financial markets generally and the strength of counterparties, many lenders and institutional investors have reduced, and in some cases, ceased to provide funding to borrowers, including other financial institutions. The availability of credit, confidence in the financial sector, and level of
volatility in the financial markets have been significantly adversely affected as a result. The volatility and disruption in the capital and credit markets has reached unprecedented levels. In some cases, the markets have produced downward pressure on stock prices and credit capacity for certain issuers without regard to those issuers’ underlying financial strength.




In response to the financial crises affecting the banking system and financial markets and going concern threats to investment banks and other financial institutions, the government has responded with a number of new and amended regulatory provisions. Many of these provisions directly or indirectly impact the Company, including the EESA, TARP
and the related CPP program, and changes to the federal deposit insurance program.




It is not clear at this time what impact the EESA, the TARP CPP, the Temporary Liquidity Guarantee Program, ARRA and other liquidity and funding initiatives, whether previously announced or that may be initiated in the future, will have on the financial markets and the other difficulties described above, including the extreme levels of volatility
and limited credit availability currently being experienced, or on


39




the U.S. banking and financial industries and the broader U.S. and global economies. Further adverse effects could have an adverse effect on the Company and its business.




The level of turmoil in the financial services industry will present unusual risks and challenges for the Company, as described below:




The Current Economic Environment Poses Challenges For Us and Could Adversely Affect Our Financial Condition and Results of Operations. We are operating in a challenging and uncertain economic environment, including generally uncertain national conditions and local
conditions in our markets. The capital and credit markets have been experiencing volatility and disruption for more than 24 months. The risks associated with our business become more acute in periods of a slowing economy or slow growth. Financial institutions continue to be affected by sharp declines in the real estate market and constrained financial markets. While we are taking steps to decrease and limit our exposure to problem loans, we nonetheless retain direct exposure to the residential and commercial
real estate markets, and we are affected by these events.




Our loan portfolio includes commercial real estate loans, residential mortgage loans, and construction and land development loans. Continued declines in real estate values, home sales volumes and financial stress on borrowers as a result of the uncertain economic environment, including job losses, could have an adverse effect on our borrowers
or their customers, which could adversely affect our financial condition and results of operations. In addition, deterioration in local economic conditions in our markets could drive losses beyond that which is provided for in our allowance for loan losses and result in the following other consequences: increases in loan delinquencies, problem assets and foreclosures may increase; demand for our products and services may decline; deposits may decrease, which would adversely impact our liquidity position; and
collateral for our loans, especially real estate, may decline in value, in turn reducing customers’ borrowing power, and reducing the value of assets and collateral associated with our existing loans.




Impact of Recent and Future Legislation. Congress and the Treasury Department have adopted legislation and taken actions to address the disruptions in the financial system and declines in the housing market. See Note 22, Economic Recovery Programs, to the Company’s
Consolidated Financial Statements, included in this Form 10-K and incorporated herein. The actual impact that EESA, ARRA and related measures undertaken to alleviate the credit crisis will have on the financial markets is unknown. The failure of such measures to help stabilize the financial markets, and a continuation or worsening of current financial market conditions, could materially and adversely affect our business, financial condition, results of operations, access to credit or the trading price of our
common stock. Finally, there can be no assurance regarding the specific impact that such measures may have on us and no assurance whether or to what extent we will be able to benefit from such programs.




In addition to the legislation mentioned above, federal and state governments could pass additional legislation responsive to current credit conditions. As an example, the Bank could experience higher credit losses because of federal or state legislation or regulatory action that reduces the amount the Bank’s borrowers are otherwise
contractually required to pay under existing loan contracts. Also, the Bank could experience higher credit losses because of federal or state legislation or regulatory action that limits its ability to foreclose on property or other collateral or makes foreclosure less economically feasible.




Also, as described in Regulation – Recent Legislative Developments, both Congress and the Obama Administration have announced proposals calling for sweeping changes to the United States financial system. At this time, we cannot determine the likelihood that the proposed regulatory
reform will be adopted in the forms proposed or the specific impact that any adopted legislation will have on the Company or the Bank.


40




Additional Increases in Insurance Premiums. The FDIC insures the Bank’s deposits up to certain limits. The FDIC charges us premiums to maintain the Deposit Insurance Fund. The Bank elected to participate in the FDIC’s Temporary Liquidity Guarantee Program,
which increased its insurance premiums during 2009 by 10 basis points per annum. Current economic conditions have increased expectations for bank failures. The FDIC takes control of failed banks and ensures payment of deposits up to insured limits using the resources of the Deposit Insurance Fund. The FDIC has designated the Deposit Insurance Fund long-term target reserve ratio at 1.25 percent of insured deposits. Due to recent bank failures, the FDIC insurance fund reserve ratio has fallen below 1.15 percent,
the statutory minimum. The FDIC has implemented a restoration plan beginning January 1, 2009, that is intended to return the reserve ratio to an acceptable level over 8 years. The restoration plan has uniformly increased insurance assessments by 7 basis points (annualized) and will increase them again by 3 basis points (annualized) effective January 1, 2011. Further increases in premium assessments are also possible and would increase the Company’s expenses. Also, in addition to the 5 basis point special
assessment of $178,000 that the Company paid in September 2009, the FDIC required us to pay on December 30, 2009, actual and estimated third and fourth quarter 2009 assessments, totaling $230,000, plus a prepayment of all estimated 2010, 2011 and 2012 assessments totaling $1.6 million.




Increased assessment rates and special assessments have had a material impact on the Company’s results of operations and could continue to do so.




The Soundness of Other Financial Institutions Could Adversely Affect Us. Financial services institutions are interrelated as a result of trading, clearing, counterparty, or other relationships. We have exposure to many different industries and counterparties, and we
routinely execute transactions with counterparties in the financial services industry, including brokers and dealers, commercial banks, investment banks, mutual and hedge funds, and other institutional clients. Many of these transactions expose us to credit risk in the event of default by our counterparty or client. In addition, our credit risk may be exacerbated when the collateral held by us cannot be realized or is liquidated at prices not sufficient to recover the full amount of the loan or derivative exposure
due us. There is no assurance that any such losses would not materially and adversely affect our results of operations or earnings.




Future Reduction in Liquidity in the Banking System. The Federal Reserve Bank has been providing vast amounts of liquidity in to the banking system to compensate for weaknesses in short-term borrowing markets and other capital markets. A reduction in the Federal Reserve’s
activities or capacity could reduce liquidity in the markets, thereby increasing funding costs to the Bank or reducing the availability of funds to the Bank to finance its existing operations.




Difficult Market Conditions Have Adversely Affected Our Industry. We are particularly exposed to downturns in the U.S. housing market. Dramatic declines in the housing market over the past year, with falling home prices and increasing foreclosures, unemployment and
under-employment, have negatively impacted the credit performance of mortgage loans and securities and resulted in significant write-downs of asset values by financial institutions, including government-sponsored entities, major commercial and investment banks, and regional financial institutions. Reflecting concern about the stability of the financial markets generally and the strength of counterparties, many lenders and institutional investors have reduced or ceased providing funding to borrowers, including
to other financial institutions. This market turmoil and tightening of credit have led to an increased level of commercial and consumer delinquencies, lack of consumer confidence, increased market volatility and widespread reduction of business activity generally. The resulting economic pressure on consumers and lack of confidence in the financial markets could adversely affect our business, financial condition and results of operations. We do not expect that the difficult conditions in the financial markets
are likely to improve in the near future. A worsening of these conditions would likely exacerbate the adverse effects of these difficult market conditions on the financial institutions industry. In particular, we may face the following risks in connection with these events:


41


·
We expect to face increased regulation of our industry. Compliance with such regulation may increase our costs and limit our ability to pursue business opportunities.




·
Our ability to assess the creditworthiness of our customers may be impaired if the models and approach we use to select, manage and underwrite our customers become less predictive of future behaviors.




·
The process we use to estimate losses inherent in our credit exposure requires difficult, subjective and complex judgments, including forecasts of economic conditions and how these economic predictions might impair the ability of our borrowers to repay their loans, which may no longer be capable of accurate estimation which may, in turn, impact the reliability of the process.




·
Our ability to borrow from other financial institutions on favorable terms or at all could be adversely affected by further disruptions in the capital markets or other events, including actions by rating agencies and deteriorating investor expectations.




·
Competition in our industry could intensify as a result of the increasing consolidation of financial services companies in connection with current market conditions.




·
We may be required to pay significantly higher deposit insurance premiums because market developments have significantly depleted the insurance fund of the FDIC and reduced the ratio of reserves to insured deposits.






Concentrations of Real Estate Loans Could Subject the Corporation to Increased Risks in the Event of a Real Estate Recession or Natural Disaster. A significant portion of the Company’s loan portfolio is secured by real estate. The real estate collateral in each
case provides an alternate source of repayment in the event of default by the borrower and may deteriorate in value during the time the credit is extended. A weakening of the real estate market in our primary market area could result in an increase in the number of borrowers who default on their loans and a reduction in the value of the collateral securing their loans, which in turn could have an adverse effect on our profitability and asset quality. If we are required to liquidate the collateral securing a loan
to satisfy the debt during a period of reduced real estate values, our earnings and capital could be adversely affected. Historically, Indiana and Kentucky have experienced, on occasion, significant natural disasters, including tornadoes and floods. The availability of insurance for losses for such catastrophes is limited. Our operations could also be interrupted by such natural disasters. Acts of nature, including tornadoes and floods, which may cause uninsured damage and other loss of value to real estate that
secures our loans or interruption in our business operations, may also negatively impact our operating results or financial condition.






Critical Accounting Policies




Note 1 to the Consolidated Financial Statements contains a summary of the Company’s significant accounting policies for the year ended December 31, 2009. Certain of these policies are important to the portrayal of the Company’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 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


42




the loan portfolio, the current economic condition, the amount of loans outstanding, identified problem loans, and the probability of collecting all amounts due.




The allowance for loan losses represents management’s estimate of probable losses inherent in the Company’s loan portfolios. In determining the appropriate amount of the allowance for loan losses, management makes numerous assumptions, estimates and assessments.




The Company’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 Company’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 Company. Included in the review of individual loans are those that are considered impaired. A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value and the probability of collecting scheduled principal and
interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record and the amount of the shortfall in relation to the principal and interest
owed. Impairment is measured on a loan-by-loan basis for commercial and construction loans by either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price or the fair value of the collateral if the loan is collateral dependent. 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 Company 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 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, 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 Company’s internal loan review. The portion of the allowance that is related to certain qualitative factors not specifically related to any one loan type is considered the unallocated portion of the reserve.


43




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 Company’s primary market area for lending is Clark, Floyd and Jefferson Counties in southeastern Indiana and portions of northeastern Kentucky adjacent to that market. 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 Company’s customers.




During 2009, the Company refined its overall approach to the determination of the allowance for loan losses. This change is described more fully in Item 1 - Business - Allowance for Loan Losses and in Item 7 -Management’s Discussion and Analysis of Financial Condition and Results of Operation - Discussion of Changes in Financial Condition
from December 31, 2008 to December 31, 2009.






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 consolidated income statement. As of December 31, 2009, mortgage servicing rights had a carrying value of $505,000. Total carrying value at December 31, 2009, of $543,000 was reduced by a $38,000 charge to
income for impairment on certain pools of servicing rights as of that date.






Discussion of Changes in Financial Condition from December 31, 2008 to December 31, 2009




At December 31, 2009, River Valley’s consolidated assets totaled $396.2 million, representing an increase of $23.9 million, or 6.4%, over the December 31, 2008 total. Asset growth was funded by the growth in deposits with total deposits at December 31, 2009 of $276.6 million, an increase of $28.8 million, or 11.6%, over the
total for deposits at December 31, 2008. Savings and demand deposits increased by $11.2 million, or 9.5%, during 2009, while certificates of deposit also experienced strong growth of $17.6 million, or 13.6%, for the period. Total certificates of deposit at December 31, 2009 totaled $147.0 million compared to $129.4 million for 2008. Strong deposit growth for the year points to the effectiveness of the Bank’s expansion into new markets in Floyd and Clark Counties in Indiana, and continued strong market share
in the Jefferson County, Indiana area.




Liquid assets (i.e., cash, federal funds sold and interest-earning deposits) increased by $3.4 million from December 31, 2008 levels to a total of $13.4 million at December 31, 2009.




The increase in assets was primarily attributable to growth in the investment portfolio, from $52.3 million at December 31, 2008 to $79.6 million at the same date in 2009, a growth of $27.3 million or 52.2%, as excess funds were invested for both short term liquidity and longer term earnings.




Investments reported in the financial statements of the Company are held both at the Bank level and at the Bank’s Nevada subsidiaries.


44




The Company evaluates all investments for other than temporary impairment quarterly. 2009 brought detailed scrutiny of the Company’s investments, and in particular of asset quality and changes in the fair values of the individual investments. The Company’s securities are valued at fair value by a pricing service whose prices can
be corroborated by recent security trading activities. The Company’s portfolio is comprised of the following types of investments.




Agency investments, which includes AAA-rated Federal Home Loan Mortgage Corp. (FHLMC), Federal National Mortgage Association (FNMA) and Federal Home Loan Bank (FHLB) investments, at an average book yield of 2.85%, were at a net unrealized gain position at December 31, 2009. No agency investments were at an unrealized loss position for 12 consecutive
months or more. The total carrying value of $30.4 million represents 38.2% of the total investment portfolio.




Collateralized Mortgage Obligations, which includes governmentally guaranteed FNMA, FHLMC, and Government National Mortgage Association (GNMA) REMICs, at an average book yield of 2.65%, were at a net unrealized gain position at December 31, 2009. No collateralized mortgage obligation investments were at an unrealized loss position for 12 consecutive
months or more. The total carrying value of $12.2 million represents 15.4% of the total investment portfolio.




Mortgage-backed securities, which includes governmentally guaranteed FNMA, GNMA, and FHLMC Gold pools, at an average book yield of 4.63% were at a net unrealized gain position at December 31, 2009. No mortgage-backed investments were at an unrealized loss position for 12 consecutive months or more. The total carrying value of $15.4 million
represents 19.4% of the total investment portfolio.




Municipal securities from a variety of sources, with an average tax equivalent yield of 5.97%, were at a net unrealized gain position at December 31, 2009. Three-fourths of these investments are general obligation (GO) bonds and the remainder are revenue bonds. The total carrying value of $20.7 million represents 26.0% of the total investment
portfolio. At December 31, 2009, eleven municipal securities totaling $3.3 million, or 15.7% of the total municipal investments, were at an unrealized loss position, with gross unrealized losses of $129,000 as compared to fifty municipal securities at an unrealized loss position totaling $677,000 at the same date in 2008. Of these investments, $2.1 million were at an unrealized loss for 12 consecutive months or more. However, because the Company does not intend to sell the investments and because it is not “more
likely than not” that the Company will be required to sell the investments before recovery of their amortized cost bases, which may be maturity, the Company does not consider those investments to be other-than-temporarily impaired at December 31, 2009.




Corporate investments, comprised entirely of two inactively traded Trust Preferred issues, with an average book yield of 1.06%, were at a net unrealized loss position at December 31, 2009. Both investments were at an unrealized loss for 12 consecutive months or more. Because the Company does not intend to sell the investments and because it
is not “more likely than not” that the Company will be required to sell the investments before recovery of their amortized cost bases, which may be maturity, the Company does not consider those investments to be other-than-temporarily impaired at December 31, 2009. These investments, with total carrying value of $848,000, represent 1.1% of the total investment portfolio. Both issues of Trust Preferred represent some potential risk to the Company simply by virtue of their attributes. They are discussed
individually below.




The ALESCO 9A class A2A investment and the Preferred Term Security XXVII, LTD investment are both thinly traded. Both issues are backed by financial institutions and insurance companies, and the current pricing reflects inactivity in the markets for trust preferred issues. As the national economic woes have continued some of the underlying
financial institutions have defaulted on or deferred interest payments. While these defaults/deferrals have negatively affected the lower tranches of the issues, the Bank holds the top tranche of PRETSL XXVII and the second highest tranche of ALESCO 9A. The collateralization levels on these issues are still more than adequate for the Bank to be protected. Both cash flow and other analysis, performed by independent third party analysts, and reviewed by management,


45




indicates that it is more than likely that these investments will continue to maturity, and are thus only temporarily impaired. Cash flow analysis indicates that full payment of the tranches held by the Bank is expected by maturity, if not before.




In November 2007, the Company purchased $1.0 million face value of ALESC 9A A2A class preferred trust stock at a price of $88.81. At December 31, 2009, this investment was priced by a third party pricing service and was carried on the Company’s books at a market value of $237,000 and at an amortized cost on that date of $893,000. The
net unrealized loss on this investment at December 31, 2008 was $656,000. The Company has reviewed the pricing analytics reports for this investment and has determined that the decline in the market price of this investment is temporary and indicates thin trading activity, rather than a true decline in the value of the investment. Factors considered in reaching this determination included the class or “tranche” held by the Company, A2A, the current collateral position of the tranche, 128.3%, and the
projected cash flows as of December 31, 2009, which indicate that the Company will receive all contractual payments. Because the Company does not intend to sell the investments and because it is not “more likely than not” that the Company will be required to sell the investments before recovery of their amortized cost bases, which may be maturity, the Company does not consider those investments to be other-than-temporarily impaired at December 31, 2009.




In February 2008, the Company purchased $1.0 million face value of PRETSL XXVII LTD preferred trust stock at a price of $90.198. At December 31, 2009, this investment was priced by a third party pricing service and was carried on the Company’s books at a market value of $611,000 and at an amortized cost on that date of $885,000. The
net unrealized loss on this investment at December 31, 2008 was $274,000. The Company has reviewed the pricing analytics reports for this investment and has determined that the decline in the market price of this investment is temporary and indicates thin trading activity, rather than a true decline in the value of the investment. Factors considered in reaching this determination included the class or “tranche” held by the Company, A-1, the current collateral position of the tranche, 124.2%, the projected
cash flows as of December 31, 2009, which indicate that the Company will receive all contractual payments. Because the Company does not intend to sell the investments and because it is not “more likely than not” that the Company will be required to sell the investments before recovery of their amortized cost bases, which may be maturity, the Company does not consider those investments to be other-than-temporarily impaired at December 31, 2009.




Loans receivable, excluding loans held for sale, totaled $276.6 million at December 31, 2009, a decrease of $8.7 million from the $285.3 million total at December 31, 2008. Constriction of the lending environment resulting from national and local economic fears was somewhat lessened by strong refinancing activity during the first
three quarters of 2009. Conventional fixed rate loans for one- to four-family residential housing were refinanced and sold to FHLMC. Because of this, the Bank experienced a decrease of 9.3% in the conventional one- to four-family residential housing loan portfolio, from $140.4 million as of December 31, 2008 to $127.4 million at the same date in 2009. Those conventional loans were refinanced as the Bank originated $45.6 million in loans to FHLMC growing the total of loans sold, but serviced by the Bank, to $92.0
million. This was an increase of $16.3 million, or 21.5% over the December 2008 level of $75.7 million. Other lending decreased or remained stable with the only increases seen in multi-family lending ($12.9 million at December 31, 2009 as opposed to $9.9 million at the same date in 2008, an increase of 30.1%), and a slight loan growth in commercial real estate and land (4.5% growth from $105.8 million to $110.5 million, December 31, 2008 to December 31, 2009).




Over the same period, interest receivable on interest-earning assets increased by a minimal $24,000, or 1.1%, demonstrating the effects of the drop in interest rates during 2008. Most radically affected by the 2008 drops in the Prime interest rate were commercial loans and home equity lines of credit which change directly with the Prime rate.
The average yield on loans at December 31, 2009 was 5.80%, a decrease of 0.62% from the rate of 6.42% at December 31, 2008.


46




The Bank’s consolidated allowance for loan losses totaled approximately $2.6 million for the year ended December 31, 2009, an overall increase from the $2.4 million for the year ended December 31, 2008. The total allowance as a percent of loans outstanding increased to 0.94% at December 31, 2009 as compared to .82% for the same date
in 2008. As the national economy worsened, the Bank aggressively managed delinquencies, with overall delinquencies 30 or more days past due as of December 31, 2009 at 3.70%, compared to 1.07% at the same date in 2008. Non-performing loans as of December 31, 2009 were $7.2 million, compared to $1.0 million at the same date in 2008, and non-performing loans as a percent of total loans were 2.60% and .37% respectively for those periods.




In anticipation of an unavoidable decline in the local economy, the Bank increased its analysis of problem loans and established higher levels of specific reserves for potential losses. Net charge-offs for the year ended December 31, 2009 were $2.6 million as compared to $924,000 for the same period in 2008. The primary reason for this sharp
increase period to period was the December 2009 partial charge-off of $2.4 million for amounts previously recorded as specific reserves for potential losses. Realized net charge-offs for the year ended December 31, 2009 were $187,000. Partial charge-offs are based on estimated losses on loans still carried in the Company’s loan portfolio. Since these are estimates, final, realized charge-offs on these loans, taken in subsequent periods, may result in additional charge-off amounts, or recoveries of charged-off
amounts.




At December 31, 2008, $842,000 of the allowance was specifically reserved for potential losses on identified loans. No specfic reserves existed at December 31, 2009. Comparing the portion of the allowance established for general reserves, period to period, the general reserve at December 31, 2009 was $2.6 million as compared to $1.5 million
at the same point in 2008, a period to period increase of $1.1 million or 73.3%. See Item 1 - Business - Allowance for Loan Losses for additional information related to changes in the Bank’s charge-off methodology. While there was limited growth within certain loan types during 2009, in aggregate the loan portfolio shrunk and there was no additional risk to the overall allowance for growth. Any risk due to growth in these economically challenging times was mitigated by selective underwriting of the borrower
and in increasing requirements for amount and type of collateral securing the debt. During the year ended December 31, 2009 the Bank tightened collateral levels in all loan areas. As an example, the Bank held $1.6 million in unsecured loans as of December 31, 2009, which was down from the $4.8 million held at the same point in 2008. The Bank is conservative in its lending practices and does not originate the type of loans publicized as “sub-prime” and therefore does not anticipate delinquencies other
than those normally associated with the economic trends of the Bank’s market areas. As of December 31, 2009, those trends had stablized locally, with unemployment higher than at the same point in 2008, but trending downward through 2009. The expense for the provision for loan losses increased to $2.9 million in 2009, an increase of 166.9% over the 2008 provision expense of $1.1 million. This increase was primarily due to establishment of specific reserves, and subsequent partial charge-off of that reserve,
for a single large relationship, previously discussed in this document.




Non-performing loans (defined as loans delinquent greater than 90 days and loans on non-accrual status) totaled $7.2 million and $1.0 million at December 31, 2009 and 2008, respectively, an increase of $6.2 million. With the exception of a few loans delinquent due to administrative delays in refinancing, the Bank’s non-performing
loans represent loans in the lengthy process of foreclosure. Potential losses on these loans, as confirmed and adjusted for costs to sell, were charged off in December of 2009, also as discussed earlier in this report.




Although management believes that its allowance for loan losses at December 31, 2009, is 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 Company’s results of operations. Management is diligent
in monitoring delinquent loans and in analyzing the factors affecting the allowance. At December 31, 2009, the Bank held two pieces of repossessed real estate valued at $253,000,


47




as compared to three pieces with a combined value of $259,000 at December 31, 2008, and as of this report date was entertaining offers on both pieces of property, with no significant loss expected.




Borrowings totaled $86.2 million at December 31, 2009 versus $97.2 million on December 31, 2008. Of total borrowings, $79.0 million and $90.0 million represent FHLB advances with average rates of 4.56% and 4.61% at the respective dates. Rates on advances held by the Bank average slightly more than 1.5% over the highest paying certificate of
deposit rate for the Bank and more than 2.0% over the average cost on existing certificates of deposit. The 2009 reduction in borrowing levels contributed to the overall reduction in the cost of interest-bearing liabilities, 2.77% as of December 31, 2009 as opposed to 3.52% at the same point in 2008.




Stockholders’ equity totaled $30.7 million at December 31, 2009, an increase of $6.2 million, or 25.2%, from the $24.5 million total at December 31, 2008. The most significant factor in this increase was the sale by the Company of 5,000 shares of preferred stock in November of 2009, at $1,000 per share. This is a restricted
stock issue which carries a liquidation value of $1,000 per share and pays dividends quarterly to shareholders at a rate of 7.25% per annum for the first five years. After the fifth year, the rate increases to 9% per annum and the Company has the option to redeem the preferred stock in whole or part at a price equal to the sum of the liquidation amount per share and any accrued and unpaid dividends, regardless of whether any dividends are actually declared. Of the $5.0 million raised through issuing the preferred
stock, $2.5 million was contributed to the Bank and the remaining $2.5 million was retained at the holding company level. Other factors contributing to the change in stockholders’ equity included dividends paid during the period of $1.3 million; a net change in the unrealized loss position on available-for-sale securities of $705,000; and net income of $1.6 million.






Comparison of Results of Operations for the Years Ended December 31, 2009 and 2008




General




River Valley’s net income for the year ended December 31, 2009, totaled $1.7 million, a decrease of $799,000, or 32.0 %, from net income of $2.5 million reported for the same period in 2008. The Company benefited from decreasing costs of deposits and reduced costs on borrowing during the year, with net interest income of $9.9 million
as compared to the $9.5 million at the same point in 2008, an increase of $406,000, or 4.3%. Additional benefits came from refinance activity encouraged by low interest rates and incentives to consumers, which resulted in strong loan sales in the secondary market, with the Company originating and selling more than $45.0 million in one- to four-family residential housing loans to the FHLMC. Gains on sales to FHLMC during the period ended December 31, 2009 were in excess of $1.0 million, an increase of $803,000,
or 348.1% from the $230,000 of a year before. Such positive results were not enough, however, to stave off the effects of the 2009 increase in the provision for loan losses of $1.8 million and the increased required contributions to the FDIC insurance fund, which increased from $70,000 in 2008 to $667,000 in 2009, an increase of nearly $600,000, a staggering 848.4%. The Company persevered through prudent management of adminstrative costs and consistent non-interest income, while maintaining acceptable capital
levels and providing for losses through the allowance for loan losses.




With the decrease in net income, income tax expense decreased, with a drop in the effective tax rate from 22.2% in 2008 to 8.13% in 2009, a dollar drop of $563,000. Income from municipal investments held at the Company’s Nevada subsidiaries and increases in the cash surrender value of Bank-owned life insurance contributed to this drop
in the effective tax rate as the percentage of non-taxable income to total income increased.






Net Interest Income




Total interest income for the year ended December 31, 2009, was $19.2 million, a decrease of $1.1 million, or 5.6%, from the 2008 total. The average balance of interest-earning assets outstanding year-to-year


48




increased by $31.6 million, or 9.4%, with increases in loans receivable, investments, and interest-earning deposits.




The average balance of loans receivable increased 2.9%, or $8.0 million, 2008 to 2009, but due to lowering yields (5.80% in 2009 as compared to 6.42% for the year before), interest income from loans receivable decreased 7.0%, from $17.5 million for the year ending December 31, 2008 to $16.3 million for the year ending December 31, 2009. With
excess funds accumulating as deposits grew and lending tightened, the Company placed a portion of those excess funds into investments, with the average balance of investments increasing $14.0 million, from $54.2 million in 2008 to $68.2 million in 2009. This translated into a 9.5% increase in interest income from investments, $2.7 million for the period ended December 31, 2009 as compared to $2.5 million for the same period ended 2008. Comparative yields for investments were 3.99% and 4.59%, 2009 to 2008, with
the drop primarily being the result of the 2009 purchase of low yielding government agency investments, at the Bank level, purchased for short-term earnings and long-term liquidity. Investments held at the Bank level are held primarily for liquidity purposes, where as longer termed asset-backed and municipal securities, used for investment purposes, are held at the Nevada subsidiary.




Interest-earning deposits held by the Company increased, period to period, with the average balance of those deposits being $14.6 million for 2009, as compared to $5.1 million for 2008, an increase of $9.5 million or 187.8%. Whereas in prior years this would have translated to additional earnings for the Company, interest income on interest-earning
deposits fell from $136,000 for the period ended December 31, 2008 to $17,000 for the period ended December 31, 2009, as yields on those deposits fell from an average of 2.68% in 2008 to 0.12% in 2009.




For the period ending December 31, 2009, total interest expense was $9.3 million, a drop of $1.6 million, or 14.3%, from the $10.9 million for the period ended December 31, 2008. Interest expense for the Company is comprised of interest on funds deposited with the Company and expense on borrowings by the Company.




The average of total deposits increased from $229.5 million at December 31, 2008 to $270.4 million at December 31, 2009, an increase of $40.9 million, or 17.8%. The average balance of interest-bearing deposits increased from $208.5 million at December 31, 2008 to $246.1 million at December 31, 2009, an increase of $37.6 million, or 18.0%.
The average cost of interest-bearing deposits dropped from 2.89% to 2.08%, 2008 to 2009, with total interest expense on deposits for the period ending December 31, 2009 at $5.1 million, down $921,000, or 15.3%, from the $6.0 million for the period ending December 31, 2008. Over the same period, the cost of borrowings dropped from 4.81% to 4.64%, a dollar drop of $633,000 or 13.1%, as borrowings were repaid with excess funds from deposits and remaining borrowings were at a lower average cost. A net total of $11.0
million was repaid in 2009. Total interest expense for borrowings for the period ended December 31, 2009 was $4.2 million as compared to $4.8 million for the same period ended 2008.




In summary, during the period ending December 31, 2009, the cost of interest-bearing deposits and borrowings dropped to a greater extent than the yields on interest-earning assets, a benefit to net interest income in total. Net interest income for the period ending December 31, 2009 was $9.9 million, up $406,000, or 4.3%, from the $9.5 million
for the same period ending December 31, 2008.






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 primary market area, and other factors related to the collectibility of the loan portfolio.


49




During 2009, overall delinquencies increased with non-performing loans (loans past due 90 days or more) increasing from the $1.0 million as of December 31, 2008 to $7.2 million at December 31, 2009, with the majority of these loans being in some step of foreclosure as of December 31, 2009. Analysis of the adequacy of the allowance for loan
losses at June 30, 2009 determined that the Company had potential losses for problem loans which required additional provision to the allowance for loan losses through the provision expense. For the second quarter of 2009, the Company took $2.1 million to the provision expense to reserve for these potential losses.




As a result of these actions, management recorded a $2.9 million provision for losses on loans in 2009, an increase of $1.8 million, or 166.9%, compared to the $1.1 million provision recorded in 2008. In management’s opinion, the Bank’s allowance for loan losses is adequate to absorb probable incurred losses from loans at December 31,
2009. However, there can be no assurance that regulators, when reviewing the Bank’s loan portfolio in the future, will not require increases in its allowances for loan losses or that changes in economic conditions will not adversely affect the Bank’s loan portfolio.






Other Income




Other income increased $1.0 million from $3.2 million for the year ended December 31, 2008, to $4.2 million for the year ended December 31, 2009, a total of 29.8%. This increase was fueled primarily by strong sales of one- to four-family residential loans to the secondary market and gains on the sale of investments offset by slight decreases
in income from trust and wealth management services and elimination of the third party loan brokerage commissions seen in 2008.




Over the period the Company originated over $45 million in loans to the FHLMC (Freddie Mac), with the total of loans sold with servicing retained increasing from $75.7 million to $92.0 million. Gains realized from the sales of Freddie Mac loans for the period ending December 31, 2009 was $1.0 million, up $803,000, or 349.1%, from the $230,000
for the same period ended December 31, 2008. Associated income for origination of these loans was approximately $208,000 for 2009 as compared to $91,000 for the same period of 2008. Costs associated with orignating these loans was approximately $180,000 for 2009, as compared to $16,000 for 2008. The Company realizes approximately $200,000 per year for servicing Freddie Mac loans, a significant part of other income.




Gains on the sale of investments for the year ended December 31, 2009 were $133,000, up $81,000 or 155.8% from the $52,000 recorded for the year ended December 31, 2008. These gains were realized as the Company took advantage of gain positions on securities containing call provisions, expected to be fulfilled within the short term.




Unlike interest income, “Other Income” is not always readily predictable and is subject to variations depending on outside influences.






General, Administrative and Other Expense




General, administrative and other expense totaled $9.3 million for the year ended December 31, 2009, an increase of $921,000, or 11.0%, over the 2008 total. Costs associated with personnel, benefits, and occupancy costs decreased slightly as management emphasized cost containment and reduction in workforce through attrition. Nonetheless,
while containing the overall cost of personnel, during 2009 the Company added a second professional for business development in Floyd and Clark Counties, Indiana and a second dedicated loan review professional.




Significant expense increases were experienced primarily in two areas. Due to the increased assessment by the FDIC, the Company expensed $667,000 for assessments for the period ending December 31, 2009 as compared to $70,000 for the same period in 2008. This was an 852.9%, or $597,000 increase in FDIC expense. In connection with expanded regulatory
reporting requirements, and the issuance of 5,000 shares of privately offered preferred stock, the Company expensed $348,000 in professional fees for the period


50




ended December 31, 2009, an increase of $131,000, or 60.4% over the expensed amount for 2008 of $217,000.




Other expenses increased by $245,000 from $981,000 for the period ended December 31, 2008 to a total of $1.2 million for the period of December 31, 2009. This increase was primarily due to costs associated with the origination and sale of loans to the FHLMC.






Income Taxes




The provision for income taxes decreased by $563,000, or 79.0%, to a total of $150,000 for the year ended December 31, 2009, as compared to $713,000 for the same period in 2008. The effective tax rate for the year ended December 31, 2009 was 8.13% as compared to 22.23% for the same period in 2008. The decrease in taxable income as a percent
of total income, and the complementary increase in non-taxable income as a percent of total income, was responsible for the decrease in the effective tax rate. Primary sources of non-taxable income for the Company are income from investments held by the Bank’s Nevada subsidiary and increases in the cash surrender value of Bank-owned life insurance.






Comparison of Results of Operations for the Years Ended December 31, 2008 and 2007




General




River Valley’s net income for the year ended December 31, 2008, totaled $2.5 million, an increase of $286,000, or 13.0 %, from net income of $2.2 million reported for the same period in 2007. The increase in net income was primarily attributable to growth in interest-earning assets, loans in particular, and improvement in the spread
on interest-bearing items, with net interest income increasing by 15.0% year to year, and in non-interest income, most specifically income from the gain on loan sales to the secondary market, which increased by 121.2% over 2007 levels. Income tax expense decreased despite the overall increase in income, with a drop in the effective tax rate from 25.9% in 2007 to 22.2% in 2008, a dollar drop of $57,000. Income from municipal investments held at the Company’s Nevada subsidiaries and increases in the cash
surrender value of bank owned life insurance contributed to this drop in the effective tax rate.






Net Interest Income




Total interest income for the year ended December 31, 2008, amounted to $20.3 million, a slight decrease of $224,000, or 1.1%, from the 2007 total. The average balance of interest-earning assets outstanding year-to-year increased by $16.1 million, but due to the dramatic decreases in interest rates during 2008, the yield on those assets
decreased from an average yield of 6.40% in 2007 to 6.03% in 2008. Interest income on loans totaled $17.5 million for 2008, a slight increase of approximately $180,000, or 1.0%, from the $17.3 million reported for 2007. Interest income on investments, FHLB stock and interest-earning deposits decreased by $403,000, or 12.6%. While drops in the yields on these assets had some effect, this decrease was primarily due to decreases in the average balances of these assets.




Total interest expense for the period ended December 31, 2008 exhibited significant declines with a decrease of $1.4 million, or 11.4%, from $12.3 million at December 31, 2007, to $10.9 million at December 31, 2008. Interest expense on deposits alone decreased by $1.6 million, or 21.2%, to a total of $6.0 million for the year ended December 31,
2008. This was due to the interest rates decreases, despite strong deposit growth over the period. Repricing of certificates of deposits, and growth in those types of deposits, fueled the overall rate decrease. The cost of interest-bearing liabilities decreased from 4.15% in 2007 to 3.52% in fiscal 2008. Interest expense on borrowings totaled $4.8 million for the year ended December 31, 2008, an increase of $161,000 from 2007 resulting primarily from the increased average balances in FHLB advances for the
year.




As a result of the foregoing changes in interest income and interest expense, net interest income increased during 2008 by $1.2 million, or 15.0%, compared to 2007. The interest rate spread increased by 26 basis


51




points from 2.25% in 2007 to 2.51% in 2008, while the net interest margin increased from 2.56% in 2007 to 2.81% at the end of 2008.






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 primary market area, and other factors related to the collectibility of the loan portfolio. As a result of such analysis, management recorded a $1.1 million provision for losses on loans in 2008, an increase of $518,000 or 92.2%, compared to the $560,000 provision recorded in 2007. The current period provision generally reflects growth in the loan portfolio and management’s analysis of the delinquency trends for the Bank in view of the local real estate market and economy. The increase in
the provision year-to-year was predicated primarily on estimated losses with impact for the current local economic environment.




Non-performing loans for the period ended December 31, 2008 were $1.0 million, a decrease of $780,000, or 44.4%, from the $1.8 million recorded as of fiscal year ended 2007. The decrease reflects the charge off of some long standing problem loans and aggressive management of past due accounts.




While management believes that the allowance for losses on loans is adequate at December 31, 2008, there can be no assurance that the loan loss allowance will be adequate to cover losses in the future. Management continues to be conservative in its underwriting, as discused above, in its classification of problem loans and in establishing
realistic reserves for potential losses on loans. As of December 31, 2008, the local economy remained relatively stable, as exhibited by employer activity and delinquency figures, despite grim national trends.






Other Income




Other income amounted to $3.2 million for the year ended December 31, 2008, an increase of $356,000, or 13.8%, compared to 2007. This increase was fueled primarily by sales of one- to four-family residential loans to the secondary market and gains on the sale of investments during the period offset by losses on sales of foreclosed property.
Unlike interest income, “Other Income” is not always readily predictable and is subject to variations depending on outside influences.






General, Administrative and Other Expense




General, administrative and other expense totaled $8.4 million for the year ended December 31, 2008, an increase of $844,000, or 10.7%, over the 2007 total. Increases in personnel and occupancy costs relative to the opening of the Floyds Knobs, Indiana branch contributed to this increase, along with data processing costs relative to ATM
usage, and loan administration costs, which mirror loan growth and loan sales, and increases in the FDIC assessment. Decreases in professional fees from the higher fees reported in 2007 (which higher 2007 fees were a result of implementation of Sarbanes-Oxley, as well as additional costs arising from the litigation described in Part I, Item 3, of this Form 10-K) and in the amortization expense relative to servicing rights on mortgages sold to Freddie Mac (FM) (due to declines in FM sales over the past three years)
offset some of the expense increase.






Income Taxes




The provision for income taxes decreased by $57,000, or 7.4%, to a total of $713,000 for the year ended December 31, 2008, as compared to $770,000 for the same period in 2007. The effective tax rate for the year ended December 31, 2008 was 22.2% as compared to 25.9% for the same period in 2007. The decrease continues to reflect the effect
of tax-exempt income from municipal investments held at the Bank’s Nevada subsidiary, and the cash surrender value of bank owned life insurance.


52




AVERAGE BALANCE, YIELD, RATE AND VOLUME DATA




The following table presents certain information relating to River Valley’s average balance sheet and reflects the average yield on interest-earning assets and the average cost of interest-bearing liabilities for the periods indicated. Such yields and costs are derived by dividing annual income or expense by the average daily balance
of interest-earning assets or interest-bearing liabilities, respectively, for the years presented. Average balances are derived from daily balances, which include nonaccruing loans in the loan portfolio.





Year Ended December 31,2009


2008


2007Average outstanding balance


Interest
earned/
paid


Yield/
rate


Average outstanding balance


Interest
earned/
paid


Yield/
rate


Average outstanding balance


Interest
earned/
paid


Yield/
rateAssets

(Dollars in thousands)Interest-earning assets:Interest-earning deposits

$
14,600


$
17



0.12
%

$
5,073


$
136



2.68
%

$
5,765


$
351



6.09
%Other securities (1)


46,820



1,748



3.73



41,009



1,803



4.40



57,632



2,505



4.35Mortgage-backed securities (1)


21,430



978



4.56



13,231



686



5.18



2,605



142



5.45Loans receivable (2)


281,048



16,305



5.80



273,007



17,527



6.42



250,420



17,347



6.93FHLB stock


4,850



139



2.87



4,813



183



3.80



4,575



213



4.66Total interest-earning assets


368,748



19,187



5.20



337,133



20,335



6.03



320,997



20,558



6.40Non-interest earning assets, net of allowance for loan losses


20,795











21,871











22,624Total assets

$
389,543










$
359,004










$
343,621Liabilities/shareholder equityInterest-bearing liabilities:Savings deposits

$
50,759


$
496



0.98
%

$
40,593


$
535



1.32
%

$
42,081


$
1,105



2.63
%Interest-bearing demand


50,842



313



0.62



46,654



607



1.30



56,150



1,839



3.28Certificates of deposit


144,495



4,304



2.98



121,247



4,892



4.03



101,800



4,709



4.63FHLB advances and other borrowings


90,720



4,209



4.64



100,583



4,842



4.81



96,884



4,681



4.83Total interest-bearing liabilities


336,816



9,322



2.77



309,077



10,876



3.52



296,915



12,334



4.15Other liabilities


26,581











24,335











21,934Total liabilities (3)


363,397











333,312











318,849Total equity


26,146











25,692











24,772Total liabilities and equity

$
389,543










$
359,004










$
343,621Net interest earning assets

$
31,932










$
28,056










$
24,082Net interest income





$
9,865










$
9,459










$
8,224Interest rate spread (4)










2.43
%










2.51
%










2.25
%Net yield on weighted average interest-earning assets (5)










2.68
%










2.81
%










2.56
%Average interest-earning assets to average bearing liabilities










109.48
%










109.08
%










108.11
%





(1)
Includes securities available for sale at amortized cost prior to fair value adjustments.


(2)
Total loans less loans in process plus loans held for sale.


(3)
Includes Non-Interest Demand Deposit Accounts of $24,332, $20,995, and $19,359, previously reported as part of total interest-bearing liabilities.


(4)
Interest rate spread is calculated by subtracting weighted average interest rate cost from weighted average interest rate yield for the period indicated.


(5)
The net yield on weighted average interest-earning assets is calculated by dividing net interest income by weighted average interest-earning assets for the period indicated.


53




Rate/Volume Table




The following table describes the extent to which changes in interest rates and changes in volume of interest-related assets and liabilities have affected River Valley’s interest income and expense during the years indicated. For each category of interest-earning assets and interest-bearing liabilities, information is provided on changes
attributable to (i) changes in volume (change in volume multiplied by prior year rate), (ii) changes in rate (change in rate multiplied by prior year volume), and (iii) total changes in rate and volume. The combined effects of changes in both volume and rate, which cannot be separately identified, have been allocated proportionately to the change due to volume and the change due to rate:




Year Ended December 31,2009 vs. 2008


2008 vs. 2007Volume


Increase (decrease) due to Rate


Total


Volume


Increase (decrease) due to Rate


Total(In thousands)Interest-earning assets:Interest-earning deposits and other

$
95


$
(258
)

$
(163
)

$
(27
)

$
(218
)

$
(245
)Investment securities


619



(382
)


237



(180
)


22



(158
)Loans receivable, net


505



(1,727
)


(1,222
)


1,501



(1,321
)


180Total


1,219



(2,367
)


(1,148
)


1,294



(1,517
)


(223
)Interest-bearing liabilities:Deposits


821



(1,742
)


(921
)


238



(1,857
)


(1,619
)FHLB advances and other borrowings


(462
)


(171
)


(633
)


178



(17
)


161Total


359



(1,913
)


(1,554
)


416



(1,874
)


(1,458
)Net change in interest income

$
860


$
(454
)

$
406


$
878


$
357


$
1,235







Asset and Liability Management




Like other financial institutions, River Valley Financial is subject to interest rate risk to the extent that interest-earning assets re-price differently than interest-bearing liabilities. As part of its effort to monitor and manage interest rate risk, River Valley Financial is using the Net Portfolio Value (“NPV”) methodology
adopted by the OTS as part of its capital regulations.




Presented on the following table is an analysis of River Valley Financial’s interest rate risk, as of December 31, 2009 and December 31, 2008, as measured by changes in NPV for an instantaneous and sustained parallel shift of 100 through 300 basis points in market interest rates.




Generally, NPV is more sensitive to rising rates than declining rates. Such difference in sensitivity occurs principally because, as rates rise, a bank’s assets reprice slower than the deposits that fund them. As a result, in a rising interest rate environment, the amount of interest a bank would receive on loans would increase as loans
are slowly prepaid and new loans at higher rates are made. Moreover, the interest the bank would pay on deposits would increase, but generally slower than the bank’s ability to reprice its interest-earning assets. However, River Valley Financial Bank has addressed some of these issues, which has generally reduced its overall exposure to interest rate risk.


54




As of December 31, 2009(Dollars in thousands)Change in Interest Rates (basis points)

Estimated NPV

Amount of Change

Percent+300


$
43,802


$
(1,939
)


-4
%+200



45,559



(182
)


-+100



45,695



(45
)


--



45,741



-



--100



44,600



(1,141
)


-2
%-200
(1)-300
(1)





As of December 31, 2008(Dollars in thousands)Change in Interest Rates (basis points)

Estimated NPV

Amount of Change

Percent+300


$
32,864


$
1,075



+3
%+200



33,336



1,548



+5
%+100



33,053



1,264



+4
%-



31,789



-



--100



29,011



(2,778
)


-9
%-200
(1)-300
(1)





(1)
At December 31, 2009 and at December 31, 2008, the OTS did not provide information as to interest rate risk for a 300 point decrease. As of December 31, 2008 they also did not provide information as to interest rate risk for a 200 point decrease.







As with any method of measuring interest rate risk, certain shortcomings are inherent in the NPV approach. For example, although certain assets and liabilities may have similar maturities or periods of repricing, they may react in different degrees to changes in market interest rates. Also, the interest rates on certain types of assets and
liabilities may fluctuate in advance of changes in market interest rates, while interest rates on other types may lag behind changes in market rates. Further, in the event of a change in interest rates, expected rates of prepayment on loans and mortgage-backed securities and early withdrawal levels from certificates of deposit would likely deviate significantly from those assumed in making the risk calculations.






Liquidity and Capital Resources




The Company’s principal sources of funds are deposits, loan and mortgage-backed securities repayments, maturities of securities, borrowings and other funds provided by operations. While scheduled loan repayments and maturing investments are relatively predictable, deposit flows and loan and mortgage-backed securities prepayments are
more influenced by interest rates, general economic conditions and competition. The Company maintains investments in liquid assets based upon management’s assessment of (1) the need for funds, (2) expected deposit flows, (3) the yield available on short-term liquid assets and (4) the objectives of the asset/liability management program.




At December 31, 2009, the Bank had commitments to originate loans totaling $3.5 million and in addition, had undisbursed loans in process, unused lines of credit and standby letters of credit totaling $27.4 million. At such date, the Bank had $1.3 million in commitments to sell loans and no outstanding commitment to purchase loans.


55




OTS regulations require the Bank to maintain sufficient liquidity to ensure its safe and sound operation. The Company considers the Bank’s liquidity and capital resources sufficient to meet outstanding short- and long-term needs.




The Company’s liquidity, primarily represented by cash and cash equivalents, is a result of the funds provided by or used in the Company’s operating, investing and financing activities. These activities are summarized below for the years ended December 31, 2009, 2008 and 2007:




Year Ended December 31,2009


2008


2007(In thousands)Cash flows from operating activities

$
2,581


$
4,690


$
2,537Cash flows from investing activities:Purchase of securities


(51,513
)


(23,914
)


(18,181
)Proceeds from maturities of securities


20,638



19,949



16,483Proceeds from sales of securities


4,736



10,016



8,910Net loan originations


5,143



(28,273
)


(17,715
)Other


257



(521
)


(662
)Cash flows from financing activities:Net increase (decrease) in deposits


28,809



28,095



(556
)Net increase (decrease) in borrowings


(11,000
)


(5,000
)


7,000Purchase of stock


-



(1,821
)


(183
)Issuance of preferred stock


5,000



-



-Other


(1,297
)


(1,325
)


(1,304
)Net increase (decrease) in cash and cash equivalents

$
3,354


$
1,896


$
(3,671
)







The Bank is required by applicable law and regulation to meet certain minimum capital standards. Such capital standards include a tangible capital requirement, a core capital requirement, or leverage ratio, and a risk-based capital requirement.




The tangible capital requirement requires savings associations to maintain “tangible capital” of not less than 1.5% of the association’s adjusted total assets. Tangible capital is defined in OTS regulations as core capital minus intangible assets. “Core capital” is comprised of common shareholders’ equity
(including retained earnings), noncumulative preferred stock and related surplus, minority interests in consolidated subsidiaries, certain nonwithdrawable accounts and pledged deposits of mutual associations. OTS regulations require savings associations to maintain core capital generally equal to 4% of the association’s total assets except those associations with the highest examination rating and acceptable levels of risk.




OTS regulations require that savings associations maintain “risk-based capital” in an amount not less than 8% of “risk-weighted assets.” Risk-based capital is defined as core capital plus certain additional items of capital, which in the case of the Bank includes a general loan loss allowance of $2.6 million at December 31,
2009.


56




The Bank exceeded all of its regulatory capital requirements at December 31, 2009. The following table summarizes the Bank’s regulatory capital requirements and regulatory capital at December 31, 2009:




OTS Requirement

Actual AmountPercent of Assets

Amount

Percent of Assets (1)

Amount

Amount of Excess(Dollars in thousands)Tangible capital


1.50
%

$
5,931



8.82
%

$
34,869


$
28,938Core capital (2)


4.00



15,815



8.82



34,869



19,054Risk-based capital


8.00



22,291



13.45



37,480



15,189





(1)
Tangible and core capital levels are shown as a percentage of total assets; risk-based capital levels are shown as a percentage of risk-weighted assets.


(2)
The OTS has proposed and is expected to adopt a core capital requirement for savings associations comparable to that adopted by the Office of the Comptroller of the Currency for national banks. The regulation requires core capital of at least 3% of total adjusted assets for savings associations that received the highest supervisory rating for safety and soundness, and 4% to 5% for all other savings associations.
The Bank is in compliance with this requirement.







Impact of Inflation and Changing Prices




The Consolidated Financial Statements and Notes thereto included herein have been prepared in accordance with generally accepted accounting principles, which require the Company to measure financial position and results of operations in terms of historical dollars with the exception of investment and mortgage-backed securities available-for-sale,
which are carried at fair value. Changes in the relative value of money due to inflation or recession are generally not considered.




In management’s opinion, changes in interest rates affect the financial condition of a financial institution to a far greater degree than changes in the rate of inflation. While interest rates are greatly influenced by changes in the rate of inflation, they do not change at the same rate or in the same magnitude as the rate of inflation.
Rather, interest rate volatility is based on changes in the expected rate of inflation, as well as changes in monetary and fiscal policies.






Off-Balance Sheet Arrangements




As of the date of this Annual Report on Form 10-K, the Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, change in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital
resources that are material to investors. The term “off-balance sheet arrangement” generally means any transaction, agreement, or other contractual arrangement to which any entity unconsolidated with the Company is a party and under which the company has (i) any obligation arising under a guarantee contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk
support for such assets.






ITEM 7A.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.




Not applicable for Smaller Reporting Companies.


57




ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.










River Valley Bancorp


December 31, 2009 and 2008







Contents




Report of Independent Registered Public Accounting Firm
59Consolidated Financial StatementsBalance Sheets
60Statements of Income
61Statements of Comprehensive Income
62Statements of Stockholders’ Equity
63Statements of Cash Flows
64Notes to Financial Statements
65













58


Report of Independent Registered Public Accounting Firm














Audit Committee, Board of Directors and Stockholders


River Valley Bancorp


Madison, Indiana











We have audited the accompanying consolidated balance sheets of River Valley Bancorp as of December 31, 2009 and 2008, and the related consolidated statements of income, comprehensive income, stockholders' equity and cash flows for the years then ended.  The Company's management is responsible for these financial statements.  Our
responsibility is to express an opinion on these financial statements based on our audits.




We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audits included consideration of internal control over financial reporting as a basis for designing auditing procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion.  Our audits also included examining, on a
test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management and evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.




In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of River Valley Bancorp as of December 31, 2009 and 2008, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the
Unites States of America.










BKD,LLP




Indianapolis, Indiana


March 16, 2010




59





River Valley Bancorp


Consolidated Balance Sheets


December 31, 2009 and 2008







Assets

2009


2008(In Thousands, Except Share Amounts)Cash and due from banks

$
2,021


$
3,645Interest-bearing demand deposits


9,465



6,388Federal funds sold


1,901



-Cash and cash equivalents


13,387



10,033Investment securities available for sale


79,561



52,284Loans held for sale


175



130Loans, net of allowance for loan losses of $2,611 and $2,364


276,591



285,304Premises and equipment


7,522



7,704Real estate, held for sale


253



259Federal Home Loan Bank stock


4,850



4,850Interest receivable


2,211



2,187Cash value of life insurance


8,202



7,871Other assets


3,410



1,722Total assets

$
396,162


$
372,344LiabilitiesDepositsNoninterest-bearing

$
23,448


$
21,393Interest-bearing


253,138



226,384Total deposits


276,586



247,777Borrowings


86,217



97,217Interest payable


669



704Other liabilities


1,975



2,106Total liabilities


365,447



347,804Commitments and ContingenciesStockholders’ EquityPreferred stock - liquidation preference $1,000 per share -  no par valueAuthorized – 2,000,000 sharesIssued and outstanding – 5,000 and 0 shares


5,000



-Common stock, no par valueAuthorized - 5,000,000 sharesIssued and outstanding – 1,504,472 and 1,500,322 shares


7,471



7,409Retained earnings


17,791



17,384Accumulated other comprehensive income (loss)


453



(253
)Total stockholders’ equity


30,715



24,540Total liabilities and stockholders’ equity

$
396,162


$
372,344







60


River Valley Bancorp


Consolidated Statements of Income


Years Ended December 31, 2009 and 2008




2009


2008(In Thousands, Except Per Share Amounts)Interest IncomeLoans receivable

$
16,305


$
17,527Investment securities


2,726



2,489Interest-earning deposits and other


156



319Total interest income


19,187



20,335Interest ExpenseDeposits


5,113



6,034Borrowings


4,209



4,842Total interest expense


9,322



10,876Net Interest Income


9,865



9,459Provision for loan losses


2,883



1,080Net Interest Income After Provision for Loan Losses


6,982



8,379Other IncomeService fees and charges


2,183



2,111Net realized gains on available-for-sale securities


133



52Net gains on loan sales


1,033



230Interchange fee income


309



290Increase in cash value of life insurance


330



320Trust operations income


150



157Other income


30



52Total other income


4,168



3,212Other ExpensesSalaries and employee benefits


4,740



4,807Net occupancy and equipment expenses


1,231



1,245Data processing fees


396



378Advertising


366



379Mortgage servicing rights


177



164Office supplies


153



142Professional fees


348



217FDIC premium assessment


667



70Other expenses


1,226



981Total other expenses


9,304



8,383Income Before Income Tax


1,846



3,208Income tax expense


150



713Net Income

$
1,696


$
2,495Basic Earnings per Share

$
1.10


$
1.54Diluted Earnings per Share

$
1.09


$
1.53







61


River Valley Bancorp


Consolidated Statements of Comprehensive Income


Years Ended December 31, 2009 and 2008







2009


2008(In Thousands)Net Income

$
1,696


$
2,495Other comprehensive income (loss), net of taxUnrealized gains (losses) on securities available for saleUnrealized holding gains (losses) arising during the period, net of tax (expense) benefit of ($421) and $267


791



(501
)Less:  Reclassification adjustment for gains included in net income, net of tax expense of ($47) and ($20)


86



32705



(533
)Comprehensive Income

$
2,401


$
1,962











62


River Valley Bancorp


Consolidated Statements of Stockholders’ Equity


Years Ended December 31, 2009 and 2008







AccumulatedOtherComprehensivePreferred


Common


Retained


IncomeShares


Stock


Stock


Earnings


(Loss)


Total(In Thousands, Except Share Amounts)Balances, December 31, 2007


1,634,931


$
-


$
9,160


$
16,237


$
280


$
25,677Net income














2,495







2,495Unrealized losses on securities, net of reclassification adjustment


















(532
)


(532
)Cash dividends ($.84 per share)














(1,348
)






(1,348
)Cash and cashless exercise of stock options


4,950







8











8Stock option expense










4











4Amortization of expense related to stock compensation plans










57











57Purchase of stock


(139,559
)






(1,821
)










(1,821
)Balances, December 31, 2008


1,500,322



-



7,408



17,384



(252
)


24,540Net income














1,696







1,696Unrealized gains on securities, net of reclassification adjustment


















705



705Cash dividends ($.84 per common share)














(1,263
)






(1,263
)Cashless exercise of stock options


4,150



















-Stock option expense










10











10Amortization of expense related to stock compensation plans










53











53Issuance of 5,000 shares preferred stock, no par value


5,000



5,000















5,000Cash dividends  (preferred shares)














(26
)






(26
)Common stock outstanding -


1,504,472Preferred stock outstanding -


5,000Balances, December 31, 2009





$
5,000


$
7,471


$
17,791


$
453


$
30,715










63


River Valley Bancorp


Consolidated Statements of Cash Flows


Years Ended December 31, 2009 and 2008




2009


2008(In Thousands)Operating ActivitiesNet income

$
1,696


$
2,495Items not requiring (providing) cashProvision for loan losses


2,883



1,080Depreciation and amortization


464



603Deferred income tax


(83
)


79Investment securities (gain) loss


(133
)


(52
)Loans originated for sale in the secondary market


(45,629
)


(9,827
)Proceeds from sale of loans in the secondary market


46,174



10,121Gain on sale of loans


(1,033
)


(230
)Amortization of deferred loan origination cost


127



122Amortization of expense related to stock benefit plans


53



58Net change inInterest receivable


(24
)


209Interest payable


(35
)


(20
)Prepaid FDIC Assessment


(1,631
)


-Other adjustments


(198
)


52Net cash provided by operating activities


2,631



4,690Investing ActivitiesPurchase of FHLB stock


-



(100
)Purchases of securities available for sale


(51,513
)


(23,914
)Proceeds from maturities of securities available for sale


20,638



19,949Proceeds from sales of securities available for sale


4,736



10,016Net change in loans


5,093



(28,273
)Purchases of premises and equipment


(286
)


(689
)Proceeds from sale of real estate acquired through foreclosure


4



262Other investing activities


539



6Net cash used in investing activities


(20,789
)


(22,743
)Financing ActivitiesNet change inNoninterest-bearing, interest-bearing demand and savings deposits


11,197



(8,389
)Certificates of deposit


17,612



36,484Proceeds from borrowings


6,000



37,000Repayment of borrowings


(17,000
)


(42,000
)Cash dividends


(1,288
)


(1,376
)Purchase of stock


-



(1,821
)Issue shares of Preferred stock


5,000



-Proceeds from exercise of stock options


-



8Advances by borrowers for taxes and insurance


(9
)


43Net cash provided by financing activities


21,512



19,949Net Change in Cash and Cash Equivalents


3,354



1,896Cash and Cash Equivalents, Beginning of Year


10,033



8,137Cash and Cash Equivalents, End of Year

$
13,387


$
10,033Additional Cash Flows InformationInterest paid

$
9,357


$
10,896Income tax paid


221



937Transfer of loans to real estate held for sale


610



395










64
 River Valley Bancorp
 Notes to Consolidated Financial Statements
 December 31, 2009 and 2008
 (Table Dollar Amounts in Thousands, Except Per Share Amounts)






Note 1:   Nature of Operations and Summary of Significant Accounting Policies




The accounting and reporting policies of River Valley Bancorp (Company) and its wholly owned subsidiary, River Valley Financial Bank (Bank) and the Bank’s wholly owned subsidiaries, Madison 1st Service Corporation (First Service), RVFB Investments, Inc. (RVFB Investments), RVFB Holdings, Inc. (RVFB Holdings), and RVFB Portfolio,
LLC (RVFB Portfolio), conform to accounting principles generally accepted in the United States of America and reporting practices followed by the thrift industry. The more significant of the policies are described below.




The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements
and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.




The Company is a thrift holding company whose principal activity is the ownership and management of the Bank. The Bank operates under a federal thrift charter and provides full banking services, in a single significant business segment. As a federally chartered thrift, the Bank is subject to regulation by the Office of Thrift Supervision
and the Federal Deposit Insurance Corporation.




The Bank generates commercial, mortgage and consumer loans and receives deposits from customers located primarily in southeastern Indiana and adjacent areas in Kentucky. The Bank’s loans are generally secured by specific items of collateral including real property, consumer assets and business assets.




Consolidation - The consolidated financial statements include the accounts of the Company and its subsidiary, the Bank. The Bank currently owns four subsidiaries. First Service, which was incorporated under the laws of the State of Indiana on July 3, 1973, currently holds land
and cash but does not otherwise engage in significant business activities. RVFB Investments, RVFB Holdings, and RVFB Portfolio were established in Nevada the latter part of 2005. They hold and manage a significant portion of the Bank’s investment portfolio. All significant inter-company balances and transactions have been eliminated in the accompanying consolidated financial statements.




Cash Equivalents - The Company considers all liquid investments with original maturities of three months or less to be cash equivalents.  At December 31, 2009 and 2008, cash equivalents consisted of cash accounts with other financial institutions and federal funds sold.




One or more of the financial institutions holding the Company’s cash accounts are participating in the FDIC’s Transaction Account Guarantee Program.  Under the program, through June 30, 2010, all noninterest-bearing transaction accounts at these institutions are fully guaranteed by the FDIC for the entire amount
in the account.




For financial institutions opting out of the FDIC’s Transaction Account Guarantee Program or for interest-bearing cash accounts, the FDIC’s insurance limits increased to $250,000, effective October 3, 2008.  The increase in federally insured limits is currently set to expire




65
 River Valley Bancorp
 Notes to Consolidated Financial Statements
 December 31, 2009 and 2008
 (Table Dollar Amounts in Thousands, Except Per Share Amounts)


December 31, 2013.  At December 31, 2009, the Company’s cash accounts exceeded federally insured limits by approximately $7,514,000. Included in this amount is approximately $303,000 with the Federal Reserve Bank and $7,211,000 with the Federal Home Loan Bank of Indianapolis.




Investment Securitiesare classified as “available for sale” and recorded at fair value, with unrealized gains and losses excluded from earnings and reported in other comprehensive income. Purchase premiums and discounts are recognized in interest income using the interest
method over the terms of the securities.  Gains and losses on the sale of securities are recorded on the trade date and are determined using the specific identification method.




Effective April 1, 2009, the Company adopted new accounting guidance related to recognition and presentation of other-than-temporary impairment (ASC 320-10). When the Company does not intend to sell a debt security, and it is more likely than not that the Company will not have to sell the security before recovery of its cost basis,
it recognizes the credit component of an other-than-temporary impairment of a debt security in earnings and the remaining portion in other comprehensive income. For held-to-maturity debt securities, the amount of an other-than-temporary impairment recorded in other comprehensive income for the noncredit portion of a previous other-than-temporary impairment is amortized prospectively over the remaining life of the security on the basis of the timing of future estimated cash flows of the security.




As a result of this guidance, the Company’s consolidated statement of income as of December 31, 2009, would reflect the full impairment (that is, the difference between the security’s amortized cost basis and fair value) on debt securities that the Company intends to sell or would more likely than not be required to sell
before the expected recovery of the amortized cost basis.  For available-for-sale and held-to-maturity debt securities that management has no intent to sell, and it is not more likely than not that the Company will be required to sell prior to recovery, only the credit loss component of the impairment would be recognized in earnings, while the noncredit loss would be recognized in accumulated other comprehensive income. The credit loss component recognized in earnings is identified as the amount of
principal cash flows not expected to be received over the remaining term of the security as projected based on cash flow projections. The Company did not record any other-than-temporary impairment during the year ended December 31, 2009.




Prior to the adoption of the recent accounting guidance on April 1, 2009, management considered, in determining whether other-than-temporary impairment exists, (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer and (3) the
intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value.




Loans held for sale are carried at the lower of aggregate cost or market. Market is determined using the aggregate method. Net unrealized losses, if any, are recognized through a valuation allowance by charges to income based on the difference between estimated sales proceeds and
aggregate cost.




Loansthat management has the intent and ability to hold for the foreseeable future or until maturity or payoffs are reported at their outstanding principal balances adjusted for any charge-offs, the allowance for loan losses, any deferred fees or costs on originated loans and
unamortized premiums or discounts on purchased loans. Interest income is reported on the interest method and includes amortization of net deferred loan fees and costs over the loan term.




66
 River Valley Bancorp
 Notes to Consolidated Financial Statements
 December 31, 2009 and 2008
 (Table Dollar Amounts in Thousands, Except Per Share Amounts)


Generally, loans are placed on non-accrual status at 90 days past due and interest is considered a loss, unless the loan is well-secured and in the process of collection.




Discounts and premiumson purchased residential real estate loans are amortized to income using the interest method over the remaining period to contractual maturity, adjusted for anticipated prepayments. Discounts and premiums on purchased consumer loans are recognized over
the expected lives of the loans using methods that approximate the interest method.




The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to income. Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed. Subsequent recoveries,
if any, are credited to the allowance.




The allowancefor loan losses is evaluated on a regular basis by management and is based upon management’s periodic review of the collectibility of the loans in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect
the borrower’s ability to repay, estimated value of any underlying collateral and prevailing economic conditions. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available.




A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral
value and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record and the
amount of the shortfall in relation to the principal and interest owed. Impairment is measured on a loan-by-loan basis for commercial and construction loans by either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price or the fair value of the collateral if the loan is collateral dependent.




Groups of loanswith similar risk characteristics, including individually evaluated loans not determined to be impaired, are collectively evaluated for impairment based on the group’s historical loss experience adjusted for changes in trends, conditions and other relevant
factors that affect repayment of the loans. Accordingly, the Company does not separately identify individual consumer and residential loans for impairment measurements.




Premises and equipment are carried at cost net of accumulated depreciation. Depreciation is computed using the straight-line method based principally on the estimated useful lives of the assets that range from three to forty years. Leasehold improvements are amortized over the
shorter of the life of the lease or the life of the asset. Maintenance and repairs are expensed as incurred while major additions and improvements are capitalized. Gains and losses on dispositions are included in current operations.




Federal Home Loan Bank stock is a required investment for institutions that are members of the Federal Home Loan Bank system. The required investment in the common stock is based on a predetermined formula.




67
 River Valley Bancorp
 Notes to Consolidated Financial Statements
 December 31, 2009 and 2008
 (Table Dollar Amounts in Thousands, Except Per Share Amounts)


Foreclosed assetsare carried at fair value less estimated selling costs. When foreclosed assets are acquired, any required adjustment is charged to the allowance for loan losses. All subsequent activity is included in current operations.




Mortgage servicing rights on originated loans are capitalized by allocating the total cost of the mortgage loans between the mortgage servicing rights and the loans based on their relative fair values. Capitalized servicing rights are amortized in proportion to and over the period
of estimated servicing revenues.




Stock options -The Company has a stock-based employee compensation plan, which is described more fully in Note 15.




Income Taxes - The Company accounts for income taxes in accordance with income tax accounting guidance (ASC 740, Income Taxes). The income tax accounting guidance results in two components of income tax expense:  current
and deferred.  Current income tax expense reflects taxes to be paid or refunded for the current period by applying the provisions of the enacted tax law to the taxable income or excess of deductions over revenues. The Company determines deferred income taxes using the liability method. Under this method, the net deferred tax asset or liability is based on the tax effects of the differences between the book and tax bases of assets and liabilities, and enacted changes in tax rates and laws are recognized
in the period in which they occur.




Deferred income tax expense results from changes in deferred tax assets and liabilities between periods.  Deferred tax assets are recognized if it is more likely than not, based on the technical merits, that the tax position will be realized or sustained upon examination. The term more likely than not means a likelihood of
more than 50 percent; the terms examined and upon examination also include resolution of the related appeals or litigation processes, if any. A tax position that meets the more-likely-than-not recognition threshold is initially and subsequently measured as the largest amount of tax benefit that has a greater than 50 percent likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information. The determination of whether or not a tax position has met the more-likely-than-not
recognition threshold considers the facts, circumstances and information available at the reporting date and is subject to management’s judgment. Deferred tax assets are reduced by a valuation allowance if, based on the weight of evidence available, it is more likely than not that some portion or all of a deferred tax asset will not be realized.




The Company recognizes interest and penalties on income taxes as a component of income tax expense.




The Company files consolidated income tax returns with its subsidiaries.




The Company’s tax years still subject to examination by taxing authorities are years subsequent to 2005.




68
 River Valley Bancorp
 Notes to Consolidated Financial Statements
 December 31, 2009 and 2008
 (Table Dollar Amounts in Thousands, Except Per Share Amounts)


Earning Per Share -Basic earnings per share represents income available to common stockholders divided by the weighted-average number of common shares outstanding during each period. Diluted earnings per share reflects additional potential common shares that would have been outstanding
if dilutive potential common shares had been issued, as well as any adjustment to income that would result from the assumed issuance.  Potential common shares that may be issued by the Company relate solely to outstanding stock options and are determined using the treasury stock method.




Reclassifications of certain amounts in the 2008 consolidated financial statements have been made to conform to the 2009 presentation.




Current Economic Conditions - The current protracted economic decline continues to present financial institutions with circumstances and challenges, which in some cases have resulted in large and unanticipated declines in the fair values of investments and other assets, constraints
on liquidity and capital and significant credit quality problems, including severe volatility in the valuation of real estate and other collateral supporting loans.




At December 31, 2009, the Company held $110,500,000 in commercial real estate and land with approximately $16,200,000 of that total in loans collateralized by commercial and development real estate, primarily in the Floyd and Clark County, Indiana geographic area. Due to national, state and local economic conditions, values for commercial
and development real estate have declined significantly, and the market for these properties is depressed.  The accompanying financial statements have been prepared using values and information currently available to the Company.




Given the volatility of current economic conditions, the values of assets and liabilities recorded in the financial statements could change rapidly, resulting in material future adjustments in asset values, the allowance for loan losses and capital that could negatively impact the Company’s ability to meet regulatory capital requirements
and maintain sufficient liquidity.









Note 2:    Restriction on Cash and Due from Banks




The Bank is required to maintain reserve funds in cash and/or on deposit with the Federal Reserve Bank. The reserve required at December 31, 2009 was $1,090,000.




69
 River Valley Bancorp
 Notes to Consolidated Financial Statements
 December 31, 2009 and 2008
 (Table Dollar Amounts in Thousands, Except Per Share Amounts)







Note 3:   Investment Securities




The amortized cost and approximate fair values of securities are as follows:




2009Amortized
Cost


Gross
Unrealized
Gains


Gross
Unrealized
Losses


Fair
ValueAvailable-for-sale Securities December 31, 2009Federal agencies

$
30,164


$
336


$
103


$
30,397State and municipal


20,243



551



129



20,665Mortgage and other asset-backed securities


26,682



1,010



41



27,651Corporate


1,777



-



929



848Total investment securities

$
78,866


$
1,897


$
1,202


$
79,561
  2008Amortized
Cost


Gross
Unrealized
Gains


Gross
Unrealized
Losses


Fair
ValueAvailable-for-sale Securities December 31, 2008Federal agencies

$
12,900


$
462


$
-


$
13,362State and municipal


16,978



31



677



16,332Mortgage and other asset-backed securities


18,376



573



-



18,949Corporate


4,414



7



780



3,641Total investment securities

$
52,668


$
1,073


$
1,457


$
52,284








The amortized cost and fair value of available-for-sale securities at December 31, 2009, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties.




Available-for-SaleAmortized
Cost


Fair
ValueWithin one year

$
470


$
471One to five years


20,302



20,512Five to ten years


14,749



14,921After ten years


16,663



16,00652,184



51,910Mortgage and other asset-backed securities


26,682



27,651Totals

$
78,866


$
79,561





70
 River Valley Bancorp
 Notes to Consolidated Financial Statements
 December 31, 2009 and 2008
 (Table Dollar Amounts in Thousands, Except Per Share Amounts)


Securities with a carrying value of $3,032,000 and $3,087,000 were pledged at December 31, 2009 and 2008 to secure FHLB advances. Securities with a carrying value of $20,104,000 and $15,779,000 were pledged at December 31, 2009 and 2008 to secure certain deposits and for other purposes as permitted or required by law.




Proceeds from sales of securities available for sale during 2009 and 2008 were $4,736,000 and $10,016,000, respectively. Gross gains of $133,000 and $52,000 resulting from sales and calls of available for sale securities were realized for 2009 and 2008 respectively.  No losses were realized for either period.




Certain investments in debt securities are reported in the financial statements at an amount less than their historical cost. Total fair value of these investments at December 31, 2009 and 2008, were $21,210,000 and $16,524,000, which is approximately 26.7 percent and 31.6 percent of the Company’s investment portfolio. Management
has the ability and intent to hold securities with unrealized losses to recovery, which may be maturity. Based on evaluation of available evidence, including recent changes in market interest rates, management believes that any decline in fair values for these securities are temporary.




Should the impairment of any of these securities become other than temporary, the cost basis of the investment will be reduced and the resulting credit portion of the loss recognized in net income and the non-credit portion of the loss would be recognized in accumulated other  comprehensive income in the period the other-than-temporary
impairment is identified.




The following tables show our investments’ gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at December 31, 2009 and December 31, 2008:




2009Less than 12 Months


12 Months or More


TotalDescription ofSecurities

Fair Value


Unrealized
Losses


Fair Value


Unrealized
Losses


Fair Value


Unrealized
LossesU. S. Government agencies

$
11,985


$
(103
)

$
-


$
-


$
11,985


$
(103
)State and Municipal


1,151



(14
)


2,101



(115
)


3,252



(129
)Mortgage and other asset-backed securities


5,125



(41
)


-



-



5,125



(41
)Corporate Securities


-



-



848



(929
)


848



(929
)Total temporarily impaired securities

$
18,261


$
(158
)

$
2,949


$
(1,044
)

$
21,210


$
(1,202
)





2008Less than 12 Months


12 Months or More


TotalDescription ofSecurities

Fair Value


Unrealized
Losses


Fair Value


Unrealized
Losses


Fair Value


Unrealized
LossesState and Municipal

$
13,400


$
(677
)

$
-


$
-


$
13,400


$
(677
)Corporate Securities


3,124



(780
)


-



-



3,124



(780
)Total temporarily impaired securities

$
16,524


$
(1,457
)

$
-


$
-


$
16,524


$
(1,457
)







71
 River Valley Bancorp
 Notes to Consolidated Financial Statements
 December 31, 2009 and 2008
 (Table Dollar Amounts in Thousands, Except Per Share Amounts)


Federal Agencies




The unrealized losses on the Company’s investments in direct obligations of U.S. government agencies were primarily caused by interest rate changes. The contractual terms of those investments do not permit the issuer to settle the securities at a price less than the amortized cost bases of the investments. Because the Company
does not intend to sell the investments and it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost bases, which may be maturity, the Company does not consider those investments to be other-than-temporarily impaired at December 31, 2009.




State and Municipal




The unrealized losses on the Company’s investments in securities of state and political subdivisions were primarily caused by interest rate changes. The contractual terms of those investments do not permit the issuer to settle the securities at a price less than the amortized cost bases of the investments. Because the Company
does not intend to sell the investments and it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost bases, which may be maturity, the Company does not consider those investments to be other-than-temporarily impaired at December 31, 2009.




Mortgage and Other Asset Backed Securities




The unrealized losses on the Company’s investment in mortgage-backed securities were primarily caused by interest rate changes. The Company expects to recover the amortized cost basis over the term of the securities. Because the decline in market value is attributable to changes in interest rates and not credit quality, and because
the Company does not intend to sell the investments and it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost bases, which may be maturity, the Company does not consider those investments to be other-than-temporarily impaired at December 31, 2009.




Corporate Securities




The unrealized losses on the Company’s investment in corporate securities were due primarily to losses on two pooled trust preferred issues held by the Company. The two, ALESCO 9A and PRETSL XXVII Ltd, had unrealized losses at December 31, 2009 of $655,000 and $274,000, respectively. These two securities are rated Ba1 and A3,
respectively, by Moodys indicating these securities are considered of moderate investment quality and credit risk. One issue is in the highest tranche and the second issue is in the second highest tranche of the total issue, providing good collateral coverage at those tranche levels, thus providing protection for the Company. The Company has reviewed the pricing reports for these investments and has determined that the decline in the market price is not other than temporary and indicates thin trading activity
rather than a true decline in the value of the investment.  Factors considered in reaching this determination included the class or “tranche” held by the Company, the collateral position of the tranches, projected cash flows and the credit ratings.  The Company does not intend to sell the investments and it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost bases, which may be maturity, and expects to receive
all contractual cash flows related to these investments.  Based upon these factors, the Company has determined these securities are not other-than-temporarily impaired at December 31, 2009.




72
 River Valley Bancorp
 Notes to Consolidated Financial Statements
 December 31, 2009 and 2008
 (Table Dollar Amounts in Thousands, Except Per Share Amounts)


Note 4:   Loans and Allowance




2009


2008Residential real estateOne-to-four family residential

$
127,397


$
140,433Multi-family residential


12,910



9,924Construction


7,867



10,999Nonresidential real estate and agricultural land


87,483



83,400Land (not used for agricultural purposes)


23,065



22,429Commercial


17,129



17,306Consumer and other


4,711



5,058280,562



289,549Unamortized deferred loan costs


464



503Undisbursed loans in process


(1,824
)


(2,384
)Allowance for loan losses


(2,611
)


(2,364
)Total loans

$
276,591


$
285,304







2009


2008Allowance for loan lossesBalances, January 1

$
2,364


$
2,208Provision for losses


2,883



1,080Recoveries on loans


127



124Loans charged off


(2,763
)


(1,048
)Balances, December 31

$
2,611


$
2,364







Information on impaired loans is summarized below.




2009


2008Impaired loans with an allowance

$
-


$
3,268Impaired loans for which the discounted cash flows or collateral value exceeds the carrying value of the loan


15,803



2,704$
15,803


$
5,972Allowance for impairment loans (included in the Company’s allowance for loan losses)

$
-


$
772







2009


2008Average balance of impaired loans

$
9,850


$
3,825Interest income recognized on impaired loans


226



257Cash-basis interest included above


28



93







73
 River Valley Bancorp
 Notes to Consolidated Financial Statements
 December 31, 2009 and 2008
 (Table Dollar Amounts in Thousands, Except Per Share Amounts)


At December 31, 2009 and 2008, the Company had non-accruing loans totaling $7,199,000 and $1,045,000, respectively. At December 31, 2009 and 2008, there were no accruing loans delinquent 90 days or more.






Note 5:   Premises and Equipment




2009


2008Land

$
1,503


$
1,503Buildings


6,262



6,260Leasehold Improvements


712



712Equipment


3,981



3,744Construction in progress


54



10Total cost


12,512



12,229Accumulated depreciation and amortization


(4,990
)


(4,525
)Net

$
7,522


$
7,704




Note 6:   Deposits




2009


2008Demand deposits

$
100,906


$
91,039Savings deposits


28,668



27,338Certificates and other time deposits of $100,000 or more


73,039



62,166Other certificates and time deposits


73,973



67,234Total deposits

$
276,586


$
247,777





Certificates and other time deposits maturing in2010

$
106,0592011


24,8962012


10,6422013


2,6322014


2,636Thereafter


147Total

$
147,012







Note 7:   Borrowings




2009


2008Federal Home Loan Bank advances

$
79,000


$
90,000Subordinated debentures


7,217



7,217Total borrowings

$
86,217


$
97,217





Maturities by year for advances at December 31, 2009 are $24,000,000 in 2010, $17,000,000 in 2011, $17,000,000 in 2012, $2,000,000 in 2013, $8,000,000 in 2014 and $11,000,000 in 2015




74
 River Valley Bancorp
  Notes to Consolidated Financial Statements
 December 31, 2009 and 2008
 (Table Dollar Amounts in Thousands, Except Per Share Amounts)


and thereafter. The weighted-average interest rate at December 31, 2009 and 2008 was 4.56% and 4.61%.




The Federal Home Loan Bank advances are secured by loans and investment securities totaling $174,618,000 at December 31, 2009. Advances are subject to restrictions or penalties in the event of prepayment.




On March 13, 2003, the Company formed RIVR Statutory Trust I (Trust), a statutory trust formed under the laws of the State of Connecticut. On March 26, 2003, the Trust issued 7,000 Fixed/Floating Rate Capital Securities with a liquidation amount of $1,000 per Capital Security in a private placement to an offshore entity for an aggregate
offering price of $7,000,000, and 217 Common Securities with a liquidation amount of $1,000 per Common Security to the Company for $217,000. The aggregate proceeds of $7,217,000 were used by the Trust to purchase $7,217,000 in Fixed/Floating Rate Junior Subordinated Deferrable Interest Debentures from the Company. The Debentures and the Common and Capital Securities have a term of 30 years, bear interest at the annual rate of 6.4% for five years and thereafter bear interest at the rate of the 3-Month LIBOR plus
3.15%. The Company has guaranteed payment of amounts owed by the Trust to holders of the Capital Securities.






Note 8:   Loan Servicing




Loans serviced for others are not included in the accompanying consolidated balance sheets. The risks inherent in mortgage servicing assets relate primarily to changes in prepayments that result from shifts in mortgage interest rates. The unpaid principal balances of mortgage and other loans serviced for others were $92,019,000 and $75,666,000
at December 31, 2009 and 2008, respectively. The following summarizes the activity pertaining to mortgage servicing rights measured using the amortization method, along with the aggregate activity in related valuation allowances:




2009


2008Mortgage servicing rightsBalances, January 1

$
239


$
284Servicing rights capitalized


443



119Amortization of servicing rights


(139
)


(164
)Balance at end of year


543



239Valuation allowancesBalance at beginning of year


-



-Additions


38



-Balances at end of year


38



-Mortgage servicing assets, net

$
505


$
239Fair value disclosuresFair value as of the beginning of the period

$
868


$
801Fair value as of the end of the period


825



868




75
 River Valley Bancorp
 Notes to Consolidated Financial Statements
 December 31, 2009 and 2008
 (Table Dollar Amounts in Thousands, Except Per Share Amounts)


During 2009, a valuation allowance of $38,000 was necessary to adjust the cost basis of certain pools of the mortgage servicing right asset to fair value. At December 31, 2009, no allowance for impairment in the Company’s mortgage servicing rights was necessary.









Note 9:   Income Tax




2009


2008Income tax expense (benefit)Currently payableFederal

$
245


$
578State


(12
)


56DeferredFederal


(56
)


81State


(27
)


(2
)Total income tax expense

$
150


$
713Reconciliation of federal statutory to actual tax expense (benefit)Federal statutory income tax at 34%

$
627


$
1,091Effect of state income taxes


(26
)


36Tax exempt interest


(272
)


(243
)Cash value of life insurance


(112
)


(109
)Other


(67
)


(62
)Actual tax expense

$
150


$
713Effective tax rate


8.13
%


22.2
%




76
 River Valley Bancorp
 Notes to Consolidated Financial Statements
 December 31, 2009 and 2008
 (Table Dollar Amounts in Thousands, Except Per Share Amounts)




A cumulative net deferred tax asset is included in the balance sheets. The components of the asset are as follows:




2009


2008AssetsAllowance for loan losses

$
1,001


$
906Deferred compensation


362



339Purchase accounting adjustments


35



40Securities available for sale


-



131Investment valuation allowance


-



102Alternative minimum tax carryforward


131



-Other


130



22Total assets


1,659



1,540LiabilitiesDepreciation and amortization


(661
)


(619
)Loan fees


(178
)


(193
)Pensions and employee benefits


(23
)


(22
)Mortgage servicing rights


(193
)


(92
)Federal Home Loan Bank stock dividends


(100
)


(100
)Prepaid expenses


(169
)


(143
)Securities available for sale


(243
)


-Other


(36
)


(24
)Total liabilities


(1,603
)


(1,193
)$
56


$
347







Retained earnings include approximately $2,100,000 for which no deferred income tax liability has been recognized. This amount represents an allocation of income to bad debt deductions as of December 31, 1987 for tax purposes only. Reduction of amounts so allocated for purposes other than tax bad debt losses or adjustments arising
from carryback of net operating losses would create income for tax purposes only, which income would be subject to the then-current corporate income tax rate. The unrecorded deferred income tax liability on the above amount was approximately $714,000.









Note 10:   Commitments and Contingent Liabilities




In the normal course of business there are outstanding commitments and contingent liabilities, such as commitments to extend credit and standby letters of credit, which are not included in the accompanying financial statements. The Bank’s exposure to credit loss in the event of nonperformance by the other party to the financial
instruments for commitments to extend credit and standby letters of credit is represented by the contractual or notional amount of those instruments. The Bank uses the same credit policies in making such commitments as it does for instruments that are included in the consolidated balance sheets.




77
 River Valley Bancorp
 Notes to Consolidated Financial Statements
 December 31, 2009 and 2008
 (Table Dollar Amounts in Thousands, Except Per Share Amounts)


Financial instruments whose contract amount represents credit risk as of December 31 were as follows:




2009


2008Commitments to extend credit

$
31,176


$
36,294Standby letters of credit


1,008



942







Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon,
the total commitment amounts do not necessarily represent future cash requirements. The Bank evaluates each customer’s credit worthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Bank upon extension of credit, is based on management’s credit evaluation. Collateral held varies but may include accounts receivable, inventory, property and equipment, and income-producing commercial properties.




Standby letters of credit are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party.




The Company and subsidiaries lease operating facilities under lease arrangements expiring 2010 through 2030. Rental expense included in the consolidated statements of income for the years ended December 31, 2009 and 2008 was $213,000 and $117,000.




Future minimum lease payments under the leases are:




2010

$
2142011


2152012


2162013


2242014


235Thereafter


1,813Total minimum lease payments

$
2,917







The Company and Bank are also subject to claims and lawsuits which arise primarily in the ordinary course of business. It is the opinion of management that the disposition or ultimate resolution of such claims and lawsuits will not have a material adverse effect on the consolidated financial position of the Company.






Note 11:   Dividend and Capital Restrictions




Without prior approval, current regulations allow the Bank to pay dividends to the Company not exceeding net profits (as defined) for the current year plus those for the previous two years. The Bank normally restricts dividends to a lesser amount because of the need to maintain an adequate capital structure. At December 31, 2009,
the stockholder’s equity of the Bank was $35,352,000 of which approximately $33,056,000 was restricted from dividend distribution to the Company.




78
 River Valley Bancorp
 Notes to Consolidated Financial Statements
 December 31, 2009 and 2008
 (Table Dollar Amounts in Thousands, Except Per Share Amounts)


Note 12:   Preferred Stock




During 2009, the Company raised $5,000,000 through a private placement of cumulative preferred stock. $2,500,000 of the proceeds was contributed to the Bank. The preferred stock carries a liquidation value of $1,000 per share and pays dividends quarterly to shareholders at a rate of 7.25% per annum for the first five years. After the
fifth year, the rate increases to 9% per annum and the Company has the option to redeem the preferred stock in whole or part at a price equal to the sum of the liquidation amount per share and any accrued and unpaid dividends, regardless of whether any dividends are actually declared.






Note 13:   Regulatory Capital




The Bank is subject to various regulatory capital requirements administered by the federal banking agencies and is assigned to a capital category. The assigned capital category is largely determined by three ratios that are calculated according to the regulations: total risk adjusted capital, Tier 1 capital, and Tier 1 leverage ratios.
The ratios are intended to measure capital relative to assets and credit risk associated with those assets and off-balance sheet exposures of the entity. The capital category assigned to an entity can also be affected by qualitative judgments made by regulatory agencies about the risk inherent in the entity’s activities that are not part of the calculated ratios.




There are five capital categories defined in the regulations, ranging from well capitalized to critically under capitalized. Classification of a bank in any of the undercapitalized categories can result in actions by regulators that could have a material effect on a bank’s operations. At December 31, 2009 and 2008, the Bank is
categorized as well capitalized and met all subject capital adequacy requirements. There are no conditions or events since December 31, 2009 that management believes have changed the Bank’s classification.









79
 River Valley Bancorp
 Notes to Consolidated Financial Statements
 December 31, 2009 and 2008
 (Table Dollar Amounts in Thousands, Except Per Share Amounts)




Actual


Required for Adequate Capital


To Be WellCapitalizedAmount


Ratio


Amount


Ratio


Amount


Ratio2009Total risk-based capital (to risk-weighted assets)

$
37,480



13.45
%

$
22,291



8.00
%

$
27,864



10.00
%Tier 1 capital (to risk-weighted assets)


34,869



12.51
%


11,146



4.00
%


16,719



6.00
%Core capital (to adjusted total assets)


34,869



8.82
%


15,815



4.00
%


19,769



5.00
%Core capital (to adjusted tangible assets)


34,869



8.82
%


7,908



2.00
%


N/A



N/ATangible capital (to adjusted total assets)


34,869



8.82
%


5,931



1.50
%


N/A



N/A2008Total risk-based capital (to risk-weighted assets)

$
31,635



11.28
%

$
22,445



8.00
%

$
28,057



10.00
%Tier 1 capital (to risk-weighted assets)


30,113



10.73
%


11,223



4.00
%


16,834



6.00
%Core capital (to adjusted total assets)


30,113



8.11
%


14,857



4.00
%


18,571



5.00
%Core capital (to adjusted tangible assets)


30,113



8.11
%


7,428



2.00
%


N/A



N/ATangible capital (to adjusted total assets)


30,113



8.11
%


5,571



1.50
%


N/A



N/A







Note 14:   Employee Benefits




The Bank provides pension benefits for substantially all of the Bank’s employees who were employed by the Bank prior to September 1, 2005, through its participation in a pension fund known as the Pentegra Group. This plan is a multi-employer plan; separate actuarial valuations are not made with respect to each participating employer.
Pension expense related to this plan was $144,000 and $156,000 for the years ended December 31, 2009 and 2008.




The Bank has a retirement savings 401(k) plan in which substantially all employees may participate. Prior to 2009, the Bank provided a match for employee contributions for all contributing employees with a match of 50 percent for the first 6 percent of W-2 earnings for employees hired prior to September 1, 2005 and a match of 100 percent
for the first 6 percent of W-2 earnings contributed for employees hired on or after September 1, 2005. Due to economic conditions, in October of 2009 the employer match for pre-2005 employees was discontinued and the match rate for post-2005 employees was reduced to 50 percent of the first 6 percent of W-2 earnings. The Bank’s expense for the plan was $62,000 and $92,000 for the years ended December 31, 2009 and 2008.




80
 River Valley Bancorp
 Notes to Consolidated Financial Statements
 December 31, 2009 and 2008
 (Table Dollar Amounts in Thousands, Except Per Share Amounts)


The Bank has a supplemental retirement plan which provides retirement benefits to all directors. The Bank’s obligations under the plan have been funded by the purchase of key man life insurance policies, of which the Bank is the beneficiary. Expense recognized under the supplemental retirement plan totaled approximately $77,000
and $82,000 for the years ended December 31, 2009 and 2008.




The Company has an ESOP covering substantially all employees of the Company and Bank. All contributions to the ESOP are determined annually by the Board of Directors of the Company and Bank. Compensation expense was recorded based on the annual contributions to the ESOP. ESOP expense for the years ended December 31, 2009 and 2008
was $125,000 and $151,000, respectively. At December 31, 2009, the ESOP had 144,551 allocated shares, no suspense shares and no committed-to-be released shares. At December 31, 2009 and 2008, the fair value of the 144,551 and 152,443 allocated shares held by the ESOP was $1,807,000 and $1,913,000, respectively.




The Company also has a Recognition and Retention Plan (RRP) which provides for the award and issuance of up to 95,220 shares of the Company’s stock to members of the Board of Directors and management. Over the life of the plan, the RRP has purchased 80,990 shares of the Company’s common stock in the open market and had 400
shares forfeited back into the fund. The total of 81,390 shares has all been awarded. Common stock awarded under the RRP vests ratably over a five-year period, commencing with the date of the award. Expense recognized under the RRP plan totaled approximately $44,000 and $53,000 for the years ended December 31, 2009 and 2008.




Unvested RRP shares at December 31, 2009:




Number
of Shares


Grant Date
Fair ValueBeginning of year


6,450


$
19.69Granted


-



-Exercised


(2,550
)


20.67End of year


3,900


$
19.08







Unearned compensation at December 31, 2009 related to RRP shares is $74,000 and will be recognized over a weighted average period of 2.0 years.






Note 15:   Stock Option Plan




The Company’s Incentive Stock Option Plan (the Plan), which is shareholder approved, permits the grant of stock options to its directors, officers and other key employees. The Plan authorized the grant of options for up to 238,050 shares of the Company’s common stock, which generally vest at a rate of 20 percent a year and
have a 10-year contractual term. The Company believes that such awards better align the interests of its directors and employees with those of its shareholders. Option awards are generally granted with an exercise price equal to the market price of the Company’s stock at the date of grant. Certain option awards provide for accelerated vesting if there is a change in control (as defined in the Plans). The Company generally issues shares from its authorized shares to satisfy option exercises.




81
 River Valley Bancorp
 Notes to Consolidated Financial Statements
 December 31, 2009 and 2008
 (Table Dollar Amounts in Thousands, Except Per Share Amounts)


The fair value of each option award is estimated on the date of grant using a binomial option valuation model that uses the assumptions noted in the following table. Expected volatility is based on historical volatility of the Company’s stock and other factors. The Company uses historical data to estimate option exercise and employee
termination within the valuation model. The expected term of options granted is derived from the output of the option valuation model and represents the period of time that options granted are expected to be outstanding. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. No grants were made in 2009.  Assumptions relative to the options granted in 2008 are shown in the table below:




2008Volatility factors of expected market price of common stock


25.00%Dividend yields


5.07%Weighted average expected life of options

5.7 yearsRisk-free rate


3.75%







A summary of option activity under the Plan as of December 31, 2009, and changes during the year then ended, is presented below:




Shares


Weighted-Average Exercise Price


Weighted-Average Remaining Contractual Term


Aggregate Intrinsic ValueOutstanding, beginning of year


54,550


$
11.76Granted


-Exercised


7,150



6.60Forfeited or expired


-Outstanding, end of year


47,400


$
12.54



4.59


$
92,400Exercisable, end of year


33,400


$
11.69



2.86


$
92,400




The weighted average grant-date value of options granted during 2008 was $2.25.




The total intrinsic value of options exercised during the years ended December 31, 2009 and 2008 was $65,000 and $72,000 respectively.




As of December 31, 2009 and 2008, there was $27,000 and $37,000 of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the Plan. The respective costs were expected to be recognized over weighted-average periods of 3.37 years and 4.35 years.




During 2009 and 2008 the Company recognized $10,000 and $4,000 of share-based compensation expense with a tax benefit of $4,000 and $2,000 related to the share-based compensation expense.







82




River Valley Bancorp
 Notes to Consolidated Financial Statements
 December 31, 2009 and 2008
 (Table Dollar Amounts in Thousands, Except Per Share Amounts)




Note 16:   Related Party Transactions




The Bank has entered into transactions with certain directors, executive officers, significant stockholders and their affiliates or associates (related parties). Such transactions were made in the ordinary course of business on substantially the same terms and conditions, including interest rates and collateral, as those prevailing
at the same time for comparable transactions with other customers, and did not, in the opinion of management, involve more than normal credit risk or present other unfavorable features.




The aggregate amount of loans, as defined, to such related parties were as follows:




Balances, January 1, 2009

$
2,331Change in compositionNew loans, including renewals


514Payments, etc., including renewals


(1,000
)Balances, December 31, 2009

$
1,845




Deposits from related parties held by the Bank at December 31, 2009 and 2008 totaled $1,137,000 and $1,346,000.







Note 17:   Earnings Per Share




Earnings per share have been computed based upon the weighted average common shares outstanding.




2009


2008Income


Weighted- Average
Shares


Per
Share
Amount


Income


Weighted-
Average
Shares


Per
Share AmountBasic Earnings Per ShareIncome available to common stockholders

$
1,654



1,503,153


$
1.10


$
2,495



1,621,070


$
1.54Effect of Dilutive Stock Options






8,279











14,418Diluted Earnings Per ShareIncome available to common stockholders and assumed conversions

$
1,654



1,511,432


$
1.09


$
2,495



1,635,488


$
1.53







Net income for the period ending December 31, 2009 of $1,696,000 was reduced by $42,000 for dividends on preferred stock in the same period, to arrive at income available to common stockholders of $1,654,000.




Options to purchase 5,000 shares of common stock at an exercise price of $22.25 per share were outstanding for the periods ending December 31, 2009 and 2008. Options to purchase 19,000 shares of common stock at $14.56 per share were outstanding for the period ending December 31, 2009 and 2008. These groups of options were not included
in the computation of diluted earnings per share because the option price was greater than the average market price of the common shares.









83
 River Valley Bancorp
  Notes to Consolidated Financial Statements
 December 31, 2009 and 2008
 (Table Dollar Amounts in Thousands, Except Per Share Amounts)


Note 18:   Disclosures About Fair Value of Financial Instruments




ASC Topic 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the
use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:






Level 1
Quoted prices in active markets for identical assets or liabilities




Level 2
Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities




Level 3
Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities




Following is a description of the valuation methodologies used for instruments measured at fair value on a recurring basis and recognized in the accompanying balance sheet, as well as the general classification of such instruments pursuant to the valuation hierarchy.






Available-for-Sale Securities




Where quoted market prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. The Company does not currently hold any Level 1 securities.  If quoted market prices are not available, then fair values are estimated by using pricing models which utilize certain market information
or quoted prices of securities with similar characteristics (Level 2). For securities where quoted prices, market prices of similar securities or pricing models which utilize observable inputs are not available, fair values are calculated using discounted cash flows or other market indicators (Level 3). Discounted cash flows are calculated using spread to swap and LIBOR curves that are updated to incorporate loss severities, volatility, credit spread and optionality. Rating agency industry research reports as
well as defaults and deferrals on individual securities are reviewed and incorporated into calculations. Level 2 securities include mortgage and other asset backed securities, federal agency securities and certain municipal securities.  Securities classified within Level 3 of the hierarchy include pooled trust preferred securities which are less liquid securities.




84
 River Valley Bancorp
 Notes to Consolidated Financial Statements
 December 31, 2009 and 2008
 (Table Dollar Amounts in Thousands, Except Per Share Amounts)







The following table presents the fair value measurements of assets and liabilities recognized in the accompanying balance sheet measured at fair value on a recurring basis and the level within the ASC Topic 820 fair value hierarchy in which the fair value measurements fall at December 31, 2009 and 2008.




December 31, 2009




Fair Value Measurements UsingFair Value


Quoted Prices in Active Markets for Identical Assets
(Level 1)


Significant Other Observable Inputs
(Level 2)


Significant Unobservable Inputs
(Level 3)Available-for-sale securitiesFederal agencies

$
30,397


$
-


$
30,397


$
-Mortgage and other asset backed securities


27,651



-



27,651



-State and municipals


20,665



-



20,665



-Corporate


848



-



-



848Total

$
79,561


$
-


$
78,713


$
848









December 31, 2008




Fair Value Measurements UsingFair Value


Quoted Prices in Active Markets for Identical Assets
(Level 1)


Significant Other Observable Inputs
(Level 2)


Significant Unobservable Inputs
(Level 3)Available-for-sale securitiesFederal agencies

$
13,362


$
-


$
13,362


$
-Mortgage and other asset backed securities


18,949



-



18,949



-State and municipals


16,332



-



16,332



-Corporate


3,641



-



2,558



1,083Total

$
52,284


$
-


$
51,201


$
1,083







85
 River Valley Bancorp
 Notes to Consolidated Financial Statements
 December 31, 2009 and 2008
 (Table Dollar Amounts in Thousands, Except Per Share Amounts)


The following is a reconciliation of the beginning and ending balances of recurring fair value measurements recognized in the accompanying balance sheet using significant unobservable (Level 3) inputs for the years ended December 31, 2009 and 2008.




2009
Available-for-sale Securities


2008
Available-for-sale SecuritiesBeginning balance

$
1,083


$
888Total realized and unrealized gains and lossesAmortization included in net income


7



2Unrealized losses included in other comprehensive income


(222
)


(542
)Purchases, issuances and settlements including pay downs


(20
)


1,793Transfers in and/or out of Level 3

$
-


$
(1,058
)Ending balance

$
848


$
1,083Total gains or losses for the period included in net income attributable to the change in unrealized gains or losses related to assets and liabilities still held at the reporting date

$
-


$
-








There were no realized or unrealized gains or losses included in net income for the years ended December 31, 2009 and December 31, 2008.




At December 31, 2008, Level 3 securities included two pooled trust preferred securities. The fair value on these securities is calculated using a combination of observable and unobservable assumptions as a quoted market price is not readily available. Both securities remain in Level 3 at December 31, 2009. For the past two fiscal years,
trading of these types of securities has only been conducted on a distress sale or forced liquidation basis. As a result, the Company is now measuring the fair values using discounted cash flow projections and has included the securities in Level 3.




Following is a description of the valuation methodologies used for instruments measured at fair values on a non-recurring basis and recognized in the accompanying balance sheet, as well as the general classification of such instruments pursuant to the valuation hierarchy.




The following table presents the fair value measurements of assets and liabilities recognized in the accompanying balance sheet measured at fair value on a non-recurring basis and the level within the ASC Topic 820 fair value hierarchy in which the fair value measurements fall at December 31, 2009 and 2008.




86
 River Valley Bancorp
 Notes to Consolidated Financial Statements
 December 31, 2009 and 2008
 (Table Dollar Amounts in Thousands, Except Per Share Amounts)




Fair Value Measurements UsingAs of December 31, 2009

Fair Value


Quoted Prices in Active Markets for Identical Assets
(Level 1)


Significant Other Observable Inputs
(Level 2)


Significant Unobservable Inputs
(Level 3)Impaired loans

$
7,288


$
-


$
-


$
7,288Mortgage servicing rights


443



-



-



443
 
 
 Fair Value Measurements UsingAs of December 31, 2008

Fair Value


Quoted Prices in Active Markets for Identical Assets
(Level 1)


Significant Other Observable Inputs
(Level 2)


Significant Unobservable Inputs
(Level 3)Impaired loans

$
2,512


$
-


$
-


$
2,512Mortgage servicing rights


119



-



-



119




Impaired Loans (Collateral Dependent)




Loans for which it is probable that the Company will not collect all principal and interest due according to contractual terms are measured for impairment. Allowable methods for determining the amount of impairment include estimating fair value using the fair value of the collateral for collateral dependent loans.




If the impaired loan is identified as collateral dependent, then the fair value method of measuring the amount of impairment is utilized. This method requires obtaining a current independent appraisal of the collateral and applying a discount factor to the value.




Impaired loans that are collateral dependent are classified within Level 3 of the fair value hierarchy when impairment is determined using the fair value method.






Mortgage Servicing Rights




Mortgage servicing rights are initially recorded at fair value and are subsequently reported at amortized cost and periodically evaluated for impairment.New mortgage servicing rights recorded during the current accounting period are recorded at fair value and are disclosed as
a nonrecurring measurement.




Mortgage servicing rights recorded as an asset and into income during the year ended December 31, 2009 totaled $443,000.  During the same period, impairment on prior period mortgage servicing rights was included in net income in the amount of $38,000. Mortgage servicing rights do not trade in an active, open market with readily
observable prices. Accordingly, fair values of new mortgage servicing rights are estimated using discounted cash flow models. Due to the




87
 River Valley Bancorp
 Notes to Consolidated Financial Statements
 December 31, 2009 and 2008
 (Table Dollar Amounts in Thousands, Except Per Share Amounts)


nature of the valuation inputs, recording initial mortgage servicing rights are classified within Level 3 of the hierarchy.




The following methods and assumptions were used to estimate the fair value of each class of financial instrument:




Cash and Cash Equivalents - The fair value of cash and cash equivalents approximates carrying value.




Loans Held for Sale - Fair values are based on quoted market prices.




Loans - The fair value for loans is estimated using discounted cash flow analyses, using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality.




Interest Receivable/Payable - The fair values of interest receivable/payable approximate carrying values.




FHLB Stock - Fair value of FHLB stock is based on the price at which it may be resold to the FHLB.




Deposits - The fair values of noninterest-bearing, interest-bearing demand and savings accounts are equal to the amount payable on demand at the balance sheet date. The carrying amounts for variable rate, fixed-term certificates of deposit approximate their fair values at the balance
sheet date. Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on such time deposits.




Federal Home Loan Bank Advances - The fair value of these borrowings are estimated using a discounted cash flow calculation, based on current rates for similar debt.




Other Borrowings - The fair value of these borrowings are estimated using a discounted cash flow calculation, based on current rates for similar debt or as applicable, based on quoted market prices for the identical liability when traded as an asset.




Advance Payment by Borrowers for Taxes and Insurance - The fair value approximates carrying value.




Off-Balance Sheet Commitments - Commitments include commitments to originate mortgage and consumer loans and standby letters of credit and are generally of a short-term nature. The fair value of such commitments are based on fees currently charged to enter into similar agreements,
taking into account the remaining terms of the agreements and the counterparties’ credit standing. The carrying amounts of these commitments, which are immaterial, are reasonable estimates of the fair value of these financial instruments.








88




River Valley Bancorp
 Notes to Consolidated Financial Statements
 December 31, 2009 and 2008
 (Table Dollar Amounts in Thousands, Except Per Share Amounts)






The estimated fair values of the Company’s financial instruments are as follows:




2009


2008CarryingAmount


FairValue


CarryingAmount


FairValueAssetsCash and cash equivalents

$
13,387


$
13,387


$
10,033


$
10,033Investment securities available for sale


79,561



79,561



52,284



52,284Loans, and loans held for sale, net of allowance for losses


276,766



284,215



285,434



290,367Interest receivable


2,211



2,211



2,187



2,187Stock in FHLB


4,850



4,850



4,850



4,850Mortgage servicing rights


543



825



240



868LiabilitiesDeposits


276,586



279,524



247,777



251,608FHLB advances


79,000



83,054



90,000



96,163Other borrowings


7,217



6,053



7,217



7,225Interest payable


669



669



704



704Advance payments by borrowers for taxes and insurance


101



101



110



110Off-Balance Sheet Assets (Liabilities)Commitments to extend credit


-



-



-



-Standby letters of credit


-



-



-



-





89
 River Valley Bancorp
 Notes to Consolidated Financial Statements
 December 31, 2009 and 2008
 (Table Dollar Amounts in Thousands, Except Per Share Amounts)





Note 19:   Condensed Financial Information (Parent Company Only)




Presented below is condensed financial information as to financial position, results of operations and cash flows of the Company:




Condensed Balance Sheets2009


2008AssetsCash and due from banks

$
2,232


$
993Investment in common stock of the Bank


35,352



30,448Investment in RVB Trust I


217



217Other assets


459



448Total assets

$
38,260


$
32,106LiabilitiesBorrowings

$
7,217


$
7,217Dividends payable


316



315Other liabilities


12



34Total liabilities


7,545



7,566Stockholders’ Equity


30,715



24,540Total liabilities and stockholders’ equity

$
38,260


$
32,106







Condensed Statements of Income2009


2008IncomeDividends from the Bank

$
400


$
2,200Other income


2



25Total income


402



2,225ExpensesInterest expense


326



452Other expenses


322



221Total expenses


648



673Income before income tax and equity in undistributed income of subsidiary


(246
)


1,552Income tax benefit


296



293Income before equity in undistributed income of subsidiary


50



1,845Equity in undistributed income of the Bank


1,646



650Net Income

$
1,696


$
2,495







90
 River Valley Bancorp
 Notes to Consolidated Financial Statements
 December 31, 2009 and 2008
 (Table Dollar Amounts in Thousands, Except Per Share Amounts)







Condensed Statements of Cash Flows2009


2008Operating ActivitiesNet income

$
1,696


$
2,495Items not providing cash


(1,669
)


(1,133
)Net cash used in operating activities


27



1,362Investing ActivitiesInvestment in subsidiary


(2,500
)


-Net cash used in investing activities


(2,500
)


-Financing ActivitiesIssuance of preferred stock


5,000



-Purchase of common stock


-



(1,821
)Cash dividends


(1,288
)


(1,376
)Net cash provided by (used in) financing activities


3,712



(3,189
)Net Change in Cash and Cash Equivalents


1,239



(1,827
)Cash and Cash Equivalents at Beginning of Year


993



2,820Cash and Cash Equivalents at End of Year

$
2,232


$
993







Note 20:   Quarterly Results of Operations (Unaudited)




Quarter Ending
Interest Income

Interest Expense


Net Interest Income


Provision For Loan Losses


Net Income


Basic Earnings Per Share


Diluted Earnings Per Share2009March
$
4,842

$
2,383


$
2,459


$
385


$
543


$
.36


$
.36June

4,712


2,337



2,375



2,053



(362
)


(.24
)


(.24
)September

4,777


2,304



2,473



135



749



.50



.50December

4,856


2,298



2,558



310



766



.48



.48$
19,187

$
9,322


$
9,865


$
2,883


$
1,696


$
1.10


$
1.092008March
$
5,161

$
2,926


$
2,235


$
200


$
615


$
.38


$
.37June

4,968


2,659



2,309



200



589



.36



.36September

5,142


2,689



2,453



245



645



.39



.39December

5,120


2,601



2,519



435



646



.41



.41$
20,391

$
10,875


$
9,516


$
1,080


$
2,495


$
1.54


$
1.53







91
 River Valley Bancorp
 Notes to Consolidated Financial Statements
 December 31, 2009 and 2008
 (Table Dollar Amounts in Thousands, Except Per Share Amounts)


Note 21:   Recent Accounting Pronouncements




In June 2009, the Financial Accounting Standards Board, (FASB) issued an accounting standard which established the Codification to become the single source of authoritative GAAP recognized by the FASB to be applied by nongovernmental entities, with the exception of guidance issued by the U.S. Securities and Exchange Commission (the
SEC) and its staff. All guidance contained in the Codification carries an equal level of authority. The Codification is not intended to change GAAP, but rather is expected to simplify accounting research by reorganizing current GAAP into approximately 90 accounting topics. The Corporation adopted this accounting standard in preparing the Consolidated Financial Statements for the period ended September 30, 2009. The adoption of this accounting standard, which was subsequently codified into ASC Topic 105, “Generally
Accepted Accounting Principles,” had no impact on retained earnings and will have no impact on the Company’s financial position or results of operations.




In June 2009, the FASB issued new accounting guidance related to accounting for transfers of financial assets. The Board’s objective in issuing this new guidance is to improve the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial statements about a
transfer of financial assets; the effects of a transfer on its financial position, financial performance, and cash flows; and a transferor’s continuing involvement, if any, in transferred financial assets. This guidance is effective as of the beginning of the first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period and for interim and annual reporting periods thereafter.  Earlier application is prohibited. This guidance must
be applied to transfers occurring on or after the effective date. Management has determined the adoption of this guidance will not have a material effect on the Company’s financial position or results of operations.




In June 2009, the FASB issued new accounting guidance on consolidation of variable interest entities, which include: 1) the elimination of the exemption for qualifying special purpose entities, 2) a new approach for determining who should consolidate a variable interest entity, and 3) changes to when it is necessary to reassess who
should consolidate a variable interest entity. This new guidance is effective as of the beginning of the first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period, and for interim and annual reporting periods thereafter. Earlier application is prohibited. Management has determined the adoption of this guidance will not have a material effect on the Company’s financial position or results of operations.




In May 2009, the FASB issued new accounting guidance on subsequent events.  The objective of this guidance is to establish general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued.  The new accounting
guidance was effective for financial statements issued for fiscal years and interim periods ending after June 15, 2009. Management has determined the adoption of this guidance did not have a material effect on the Company’s financial position or results of operations.




In April 2009, the FASB issued new accounting guidance requiring interim disclosures about fair value of financial instruments. This guidance requires disclosures about fair value of financial instruments for interim reporting periods of publicly traded companies as well as in annual financial statements and to require those disclosures
in summarized financial information at interim reporting periods. This guidance shall be effective for interim reporting




92
 River Valley Bancorp
 Notes to Consolidated Financial Statements
 December 31, 2009 and 2008
 (Table Dollar Amounts in Thousands, Except Per Share Amounts)


periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. Management has determined the adoption of this guidance did not have a material effect on the Company’s financial position or results of operations.




In April 2009, the FASB issued new accounting guidance for recognition and presentation of other-than-temporary impairments. This new guidance amended the other-than-temporary impairment guidance in U.S. GAAP for debt securities to make the guidance more operational and to improve the presentation and disclosure of other-than-temporary
impairments on debt and equity securities in the financial statements. This new guidance does not amend existing recognition and measurement guidance related to other-than-temporary impairments of equity securities.  An entity shall disclose information for interim and annual periods that enables users of its financial statements to understand the types of available-for-sale and held-to maturity debt and equity securities held, including information about investments in an unrealized loss position for
which an other-than-temporary impairment has or has not been recognized. In addition, for interim and annual periods, an entity shall disclose information that enables users of financial statements to understand the reasons that a portion of an other-than-temporary impairment of a debt security was not recognized in earnings and the methodology and significant inputs used to calculate the portion of the total other-than-temporary impairment that was recognized in earnings. The new guidance is effective for interim
and annual reporting periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. Management has determined the adoption of this guidance did not have a material effect on the Company’s financial position or results of operations.




In April 2009, the FASB issued new accounting guidance on determining fair value when the volume and level of activity for an asset or liability have significantly decreased and identifying transactions that are not orderly. This guidance emphasizes that even if there has been a significant decrease in the volume and level of activity
for the asset or liability and regardless of the valuation techniques used, the objective of a fair value measurement remains the same. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants at the measurement date under current market conditions. This new guidance requires a reporting entity to disclose in interim and annual periods the inputs and valuation techniques
used to measure fair value and a discussion of changes in valuation techniques and related inputs, if any, during the period. This guidance is effective for interim and annual reporting periods ending after June 15, 2009, and is applied prospectively. Management has determined the adoption of this guidance did not have a material effect on the Company’s financial position or results of operations.






Note 22:   Economic Recovery Programs




In October 2008, in response to the financial crises affecting the banking system and financial markets and going concern threats to investment banks and other financial institutions, the Emergency Economic Stabilization Act of 2008 (the “EESA”) was signed into law. Pursuant to the EESA, the U.S. Department of Treasury (the
“Treasury”) has the authority to, among other things, purchase up to $700 billion of mortgages, mortgage-backed securities and certain other financial instruments from financial institutions for the purpose of stabilizing and providing liquidity to the U.S. financial markets. The Treasury also announced it would offer to qualifying U.S. banking organizations the opportunity to sell preferred stock, along with warrants to purchase common stock, to the Treasury on what may be considered attractive terms
under the Troubled Asset Relief Program (“TARP”) Capital Purchase Program (the “CPP”). The CPP




93
 River Valley Bancorp
 Notes to Consolidated Financial Statements
 December 31, 2009 and 2008
 (Table Dollar Amounts in Thousands, Except Per Share Amounts)


allows financial institutions to issue non-voting preferred stock to the Treasury in an amount ranging between 1% and 3% of its total risk-weighted assets. The Company determined that it would not participate in the TARP’s CPP.




The American Recovery and Reinvestment Act of 2009 (“ARRA”), signed into law on February 17, 2009, amended the EESA as it applies to institutions that received financial assistance under TARP. ARRA, more commonly known as the economic stimulus or economic recovery package, includes a wide variety of programs intended to
stimulate the economy and provide for extensive infrastructure, energy, health, and education needs.




Before and after EESA and ARRA, there have been numerous actions by the Federal Reserve Board, Congress, the Treasury, the FDIC, the IRS, the SEC and others to further the economic and banking industry stabilization efforts. To date, the Company or the Bank has elected to participate only in the FDIC’s Debt Guarantee Program,
which provides for the guarantee of eligible newly issued senior unsecured debt of participating entities, and the FDIC’s Transaction Account Guarantee Program, which provides, without charge to depositors, a full guarantee on all non-interest bearing transaction accounts held by any depositor, regardless of dollar amount, through June 30, 2010 (recently extended from December 31, 2009). Both of these programs are part of the FDIC’s Temporary Liquidity Guarantee Program.




It remains unclear at this time what further legislative and regulatory measures will be implemented affecting the Company. The potential for legislation impacting the financial services industry remains high. In June 2009, the Obama Administration published a comprehensive regulatory reform plan that is intended to modernize and protect
the integrity of the United States financial system. The President’s plan would have a direct effect on the Company and the Bank. Under the reform plan, the federal thrift charter and the Office of Thrift Supervision would be eliminated and all companies that control an insured depository institution would register as a bank holding company. Draft legislation would require the Bank to become a national bank or adopt a state charter. Registration of the Company as a bank holding company would represent a
significant change, as there currently exist significant difference between savings and loan holding company and bank holding company supervision and regulation. For example, the Federal Reserve imposes leverage and risk-based capital requirements on bank holding companies whereas the Office of Thrift Supervision does not impose any capital requirements on savings and loan holding companies. In addition, in February 2010, President Obama proposed additional reforms, including a reform known as the “Volcker
Rule” that would prevent banks from owning, investing or sponsoring hedge funds, private equity funds or proprietary trading operations for their own profit. Further, the reforms would discourage certain consolidation in the industry to prevent concentrations of too much risk in a single organization.




Congress has also been active. The House of Representatives has passed a bill now with the Senate that, among other things, would create a Consumer Financial Protection Agency, a new federal banking agency with the mission of protecting consumers when they borrow money, make deposits, or obtain other financial products and services.
Further, members of the Senate Banking Committee have announced that a bipartisan bill comprehensively reforming the financial sector is imminent.




If implemented, these regulatory reforms may have a material impact on our operations. However, at this time, we cannot determine the likelihood that the proposed regulatory reform will be adopted in any of the currently proposed forms or the specific impact that any adopted legislation will have on the Company or the Bank.




94
 River Valley Bancorp
 Notes to Consolidated Financial Statements
 December 31, 2009 and 2008
 (Table Dollar Amounts in Thousands, Except Per Share Amounts)


Note 23:   Subsequent Events




Subsequent events have been evaluated through the date the financial statements were issued.




On March 3, 2010, the Bank entered into a Branch Purchase and Assumption Agreement (the “Purchase Agreement”) with The New Washington State Bank (“New Washington”). New Washington is an Indiana commercial bank that has its home office in New Washington, Indiana, and operates a branch banking office at 2675 Charlestown
Road, New Albany, Indiana (the “Branch Office”). The Purchase Agreement sets forth the terms and conditions for the Bank to acquire certain assets and assume certain liabilities of New Washington’s Branch Office and thereafter operate the Branch Office as the Bank’s branch.




The Bank’s acquisition of the Branch Office is subject to various customary closing conditions, including regulatory approval by the Office of Thrift Supervision. The Registrant anticipates that the transaction will close in the third quarter of 2010, and in any event, the closing is to occur within 15 days of fulfilling or waiving
the conditions to closing.




Pursuant to the Purchase Agreement, the Bank will acquire the following assets of the Branch Office:  (i) the real estate, buildings and fixtures relating to operation of the Branch Office; (ii) certain fixed assets and tangible personal property in use at the Branch Office; (iii) certain contracts; (iv) cash on hand; (v)
certain prepaid expenses; and (viii) the Branch Office’s facsimile and telephone numbers. In addition, the Bank will assume substantially all deposits associated with the Branch Office.




In consideration for this transaction, the Bank will pay New Washington $575,000, subject to some adjustments for prepaid prorated expenses. Moreover, the Bank will pay all accrued and unpaid real and personal property taxes associated with the Branch Office at the closing. This purchase price will be reduced by the deposits assumed
by the Bank at closing. As of December 31, 2009, those deposits totaled approximately $3.2 million.




95




ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE.




There are no such changes and disagreements to report during the applicable period.






ITEM 9A(T).CONTROLS AND PROCEDURES.




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 the Securities Exchange
Act of 1934, as amended (the “Exchange Act”)), as of the end of the most recent fiscal quarter covered by this annual report (the “Evaluation Date”), have concluded that as of the Evaluation Date, the Company’s disclosure controls and procedures were effective in ensuring that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time period specified in the Securities
and Exchange Commission’s rules and forms and are designed to ensure that information required to be disclosed in those reports is accumulated and communicated to management as appropriate to allow timely decisions regarding disclosure.






Management’s Report on Internal Control over Financial Reporting.




The management of River Valley Bancorp (the “Company”) is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s system of internal control over financial reporting includes policies and procedures pertaining to the Company’s ability to record, process, and report
reliable information. The system is designed to provide reasonable assurance to both management and the Board of Directors regarding the preparation and fair presentation of published financial statements.




The Company’s management assessed the effectiveness of internal control over financial reporting as of December 31, 2009. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework. Based on this assessment,
management concluded that, as of December 31, 2009, the Company’s internal control over financial reporting is effective based on those criteria.




This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by its registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that
permit the Company to provide only management’s report in this annual report.






Changes in internal controls over financial reporting. There were no 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 have
materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.






ITEM9B.OTHER INFORMATION.




There is no information that was required to be disclosed on a Form 8-K during the fourth quarter but was not reported.




96




PART III




ITEM10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.




The information required by this item with respect to directors is incorporated by reference to the sections of the Holding Company’s Proxy Statement for its Annual Shareholder Meeting to be held on April 21, 2010 (the “2010 Proxy Statement”) with the caption “Proposal 1 - Election of Directors.” Information
concerning the Registrant’s executive officers is included in Item 4.5 in Part I of this report. Information with respect to corporate governance is incorporated by reference to the section of the 2010 Proxy Statement with the caption “Corporate Governance.” Information regarding compliance with Section 16(a) of the Exchange Act is incorporated by reference to the section of the 2010 Proxy Statement captioned “Section 16(a) Beneficial Ownership Reporting Compliance.”




The Company has adopted a code of ethics that applies, among other persons, to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of that Code of Ethics was filed as an exhibit to the Company’s Form 10-KSB filed March 30, 2004, for
the year ended December 31, 2003, and a link to that filing is posted at our website at http://www.rvfbank.com under “About Our Stock.” In addition, the Company will provide a copy, without charge, upon a request directed to Matthew P. Forrester, 430 Clifty Drive, P.O. Box 1590, Madison, Indiana 47250, (812) 273-4944 (fax).






ITEM 11.EXECUTIVE COMPENSATION.




The information required by this item with respect to executive compensation is incorporated by reference to the sections of the 2010 Proxy Statement with the captions “Proposal 1 - Election of Directors,” “Corporate Governance,” “Executive Compensation,” and “Compensation of Directors for 2009.”






ITEM12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS.




Information required by this item is incorporated by reference to the sections of the 2010 Proxy Statement with the captions “Principal Holders of Common Stock” and “Proposal 1 - Election of Directors.”




The following table sets forth certain information pertaining to the Bank’s equity compensation plans:




Equity Compensation Plan Information


Plan Category

Number of securities to be issued upon exercise of outstanding options, warrants and rights
(a)

Weighted-average exercise price of outstanding options, warrants and rights
(b)

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column(a))
(c)Equity compensation plans approved by security holders


33,400
(1)

$
12.54



21,508Equity compensation plans not approved by security holders


-
(2)


-
(3)


-Total


33,400


$
12.54



21,508





(1)
River Valley Bancorp Stock Option Plan.


(2)
River Valley Bancorp Recognition and Retention Plan and Trust (“RRP”). Column (a) includes 3,900 shares granted to management but not yet vested. In addition, 77,090 shares granted to management have fully vested, and shares have been issued to management in connection therewith.


(3)
The total in Column (b) includes only the weighted-average price of stock options, as the restricted shares awarded under the RRP plan have no exercise price.


97




ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.




The information required by this item is incorporated by reference to the sections of the 2010 Proxy Statement with the captions “Corporate Governance” and “Transactions with Certain Related Persons.”






ITEM 14.   PRINCIPAL ACCOUNTANT FEES AND SERVICES.




The information required by this item with respect to principal accounting fees and services is incorporated by reference to the sections of the 2010 Proxy Statement with the captions “Accountants,” and “Accountant’s Fees.”






PART IV




ITEM 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.




The following documents are filed as part of this report:




1.
Financial Statements:




See “Contents” of Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K, which is incorporated herein by this reference.




2.
Financial Statement Schedules:




All schedules are omitted as the required information either is not applicable or is included in the Consolidated Financial Statements or related Notes contained in Item 8.




3.
Exhibits:




The exhibits listed in the Exhibit Index are filed with or incorporated herein by reference.




Copies of any Exhibits are available from the Company upon request by contacting Matthew P. Forrester, 430 Clifty Drive, P.O. Box 1590, Madison, Indiana 47250, (812) 273-4944 (fax).







98


SIGNATURES




In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.




River Valley BancorpDate:  March 16, 2010
By:
/s/ Matthew P. ForresterMatthew P. Forrester, President and Chief Executive Officer










In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.




Signatures

Title

Date(1) Principal Executive Officer:


))/s/ Matthew P. Forrester


)
March 16, 2010Matthew P. Forrester

President and Chief Executive Officer
))(2) Principal Financial and Accounting Officer:


)
))/s/ Vickie L. Grimes


)
March 16, 2010Vickie L. Grimes

Treasurer
))(3) The Board of Directors:


))/s/ Robert W. Anger


)
March 16, 2010Robert W. Anger

Director
)))/s/ Matthew P. Forrester


)
March 16, 2010Matthew P. Forrester

Director
)))/s/ Michael J. Hensley


)
March 16, 2010Michael J. Hensley

Director
)))/s/ Fred W. Koehler


)
March 16, 2010Fred W. Koehler

Director
)))/s/ L. Sue Livers


)
March 16, 2010L. Sue Livers

Director
)))/s/ Charles J. McKay


)
March 16, 2010Charles J. McKay

Director
)







EXHIBIT INDEX







Exhibit No.

Description3
(1)

Articles of Incorporation is incorporated by reference to Exhibit 3.1 to the Registrant’s Form 10-K filed on March 18, 2009(2)

Certificate of Designations for Series A Preferred Stock is incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed on November 24, 2009(3)

Amended Code of By-Laws is incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed on July 23, 20094
(1)

Form of Fixed/Floating Rate Junior Subordinated Deferrable Interest Debentures Indenture, dated March 26, 2003, is incorporated by reference to Exhibit 4.1 of Registrant’s Form 10-QSB filed May 15, 2003(2)

Form of Fixed/Floating Rate Junior Subordinated Deferrable Interest Debentures Trust Agreement, dated March 26, 2003, incorporated by reference to Exhibit 4.2 of Registrant’s Form 10-QSB filed May 15, 2003(3)

Form of Fixed/Floating Rate Junior Subordinated Deferrable Interest Guarantee Agreement, dated March 26, 2003, incorporated by reference to Exhibit 4.3 of Registrant’s Form 10-QSB filed May 15, 2003(4)

Form of Certificate for Series A Preferred Stock is incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K filed on November 24, 200910
(1)*

Exempt Loan and Share Purchase Agreement between Trust under River Valley Bancorp Employee Stock Ownership Plan and Trust Agreement and River Valley Bancorp is incorporated by reference to Exhibit 10(22) to the Registration Statement(2)*

River Valley Bancorp Recognition and Retention Plan and Trust is incorporated by reference to Exhibit 10(8) to the Form 10-KSB filed March 31, 2005(3)*

River Valley Bancorp Stock Option Plan is incorporated by reference to Exhibit 10(9) to the Form 10-KSB filed March 31, 2005(4)*

Form of Employee Incentive Stock Option Agreement under the River Valley Bancorp Stock Option Plan is incorporated by reference to Exhibit 10(12) of Registrant’s Form 10-KSB filed March 31, 2005(5)*

Form of Director Non-Qualified Stock Option Agreement is incorporated by reference to Exhibit 10(13) of Registrant’s 10-KSB filed on March 31, 2005(6)*

Form of Award Notification under the River Valley Bancorp Recognition and Retention Plan and Trust is incorporated by reference to Exhibit 10(14) of Registrant’s 10-KSB filed on March 31, 2005(7)*

River Valley Financial Bank Split Dollar Insurance Plan, effective January 1, 2007, is incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed on January 31, 2007(8)*

Supplemental Life Insurance Agreement, dated January 25, 2007, between River Valley Financial Bank and Matthew Forrester, is incorporated by reference to Exhibit 10.2 to the Registrant’s Form 8-K filed on January 31, 2007














Exhibit No.

Description(9)*

Salary Continuation Agreement, dated January 25, 2007, between River Valley Financial Bank and Matthew Forrester , is incorporated by reference to Exhibit 10.3 to the Registrant’s Form 8-K filed on January 31, 2007(10)*

Amended and Restated Employment Agreement (Matthew P. Forrester), is incorporated by reference to Exhibit 10.1 to Registrant’s Form 8-K filed on November 26, 2007(11)*

Amended and Restated Employment Agreement (Anthony D. Brandon), is incorporated by reference to Exhibit 10.2 to the Registrant’s Form 8-K filed on November 26, 2007(12)*

Amended and Restated Employment Agreement (John Muessel), is incorporated by reference to Exhibit 10.3 to the Registrant’s Form 8-K filed on November 26, 2007(13)*

Amended and Restated Director Deferred Compensation Master Agreement, is incorporated by reference to Exhibit 10.4 to the Registrant’s Form 8-K filed on November 26, 2007(14)*

Form of Directors’ Deferral Plan Deferral and Distribution Election Form(15)

Form of Investment Agreement for Series A Preferred Stock is incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed on November 24, 2009(16)

Branch Purchase and Assumption Agreement, dated March 3, 2010, is incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed on March 8, 201014


Code of Ethics21


Subsidiaries of the Registrant23


Consent of BKD, LLP31
(1)

CEO Certification(2)

CFO Certification32


Section 1350 Certification* Indicates exhibits that describe or evidence management contracts and plans required to be filed as exhibits.