River Valley Bancorp 10-Q 2010 Q1 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(MARK ONE)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended March 31, 2010
	OR
¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from ________________ to ________________

Commission file number: 0-21765

RIVER VALLEY BANCORP

(Exact name of registrant as specified in its charter)

Indiana	35-1984567
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
430 Clifty Drive Madison, Indiana	47250
(Address of principal executive offices)	(Zip Code)

(812) 273-4949

(Registrant’s telephone number, including area code)

[None]

(Former name, former address and former fiscal year, if changed since last report)

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

Yes  x          No  ¨

Indicate 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  ¨          No  ¨

Indicate 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 x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes  ¨   No  x

The number of shares of the Registrant’s common stock, without par value, outstanding as of May 14, 2010 was 1,510,472.

RIVER VALLEY BANCORP

FORM 10-Q

INDEX

		Page No.
PART I. FINANCIAL INFORMATION		3
Item 1.	Financial Statements	3
	Consolidated Condensed Balance Sheets	3
	Consolidated Condensed Statements of Income	4
	Consolidated Condensed Statements of Comprehensive Income	5
	Consolidated Condensed Statements of Cash Flows	6
	Notes to Unaudited Consolidated Condensed Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosure about Market Risk	30
Item 4T.	Controls and Procedures	30
PART II. OTHER INFORMATION		31
Item 1.	Legal Proceedings	31
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	31
Item 3.	Defaults Upon Senior Securities	31
Item 4.	(Removed and Reserved)	31
Item 5.	Other Information	31
Item 6.	Exhibits	31
SIGNATURES		32
EXHIBIT INDEX		33

2

PART I FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

RIVER VALLEY BANCORP

Consolidated Condensed Balance Sheets

	March 31, 2010		December 31, 2009
	(Unaudited)
	(In Thousands, Except Share Amounts)
Assets
Cash and due from banks	$	2,274	$	2,021
Interest-bearing demand deposits		14,768		9,465
Federal funds sold		1,901		1,901
Cash and cash equivalents		18,943		13,387
Investment securities available for sale		77,395		79,561
Loans held for sale		286		175
Loans		276,023		279,202
Allowance for loan losses		2,995		2,611
Net loans		273,028		276,591
Premises and equipment, net		7,456		7,522
Real estate, held for sale		62		253
Federal Home Loan Bank stock		4,850		4,850
Interest receivable		1,802		2,211
Cash value of life insurance		8,278		8,202
Other assets		3,128		3,410
Total assets	$	395,228	$	396,162
Liabilities
Deposits
Non-interest-bearing	$	24,943	$	23,448
Interest-bearing		257,307		253,138
Total deposits		282,250		276,586
Borrowings		78,217		86,217
Interest payable		603		669
Other liabilities		2,814		1,975
Total liabilities		363,884		365,447
Commitments and Contingencies
Stockholders’ Equity
Preferred stock – liquidation preference $1,000 per share – no par value
Authorized – 2,000,000 shares
Issued and outstanding – 5,000 and 5,000 shares		5,000		5,000
Common stock, no par value
Authorized – 5,000,000 shares
Issued and outstanding – 1,504,472 and 1,504,472 shares		7,474		7,471
Retained earnings		18,105		17,791
Accumulated other comprehensive income		765		453
Total stockholders’ equity		31,344		30,715
Total liabilities and stockholders’ equity	$	395,228	$	396,162

See Notes to Unaudited Consolidated Condensed Financial Statements.

3

RIVER VALLEY BANCORP

Consolidated Condensed Statements of Income

(Unaudited)

	Three Months Ended March 31,
	2010			2009
	(In Thousands, Except Share Amounts)
Interest Income
Loans receivable	$	3,957		$	4,139
Investment securities		696			651
Interest-earning deposits and other		30			52
Total interest income		4,683			4,842
Interest Expense
Deposits		1,080			1,273
Borrowings		906			1,110
Total interest expense		1,986			2,383
Net Interest Income		2,697			2,459
Provision for loan losses		165			385
Net Interest Income After Provision for Loan Losses		2,532			2,074
Other Income
Service fees and charges		464			500
Net realized gains on sale of available-for-sale securities		34			26
Net gains on loan sales		87			373
Interchange fee income		84			69
Increase in cash value of life insurance		77			78
Trust operations income		28			25
Loss on sale of premises, equipment and real estate held for sale		(16	)		(46	)
Other income		20			13
Total other income		778			1,038
Other Expenses
Salaries and employee benefits		1,239			1,200
Net occupancy and equipment expenses		338			318
Data processing fees		112			95
Advertising		97			84
Legal and professional fees		92			103
Amortization of mortgage servicing rights		38			35
Federal Deposit Insurance Corporation premium assessment		126			240
Other expenses		327			369
Total other expenses		2,369			2,444
Income Before Income Tax		941			668
Income tax expense		222			125
Net Income	$	719		$	543
Basic earnings per common share	$	.42		$	.36
Diluted earnings per common share		.42			.36
Dividends per share		.21			.21

See Notes to Unaudited Consolidated Condensed Financial Statements.

4

RIVER VALLEY BANCORP

Consolidated Condensed Statements of Comprehensive Income

(Unaudited)

	Three Months Ended March 31,
	2010		2009
	(In Thousands)
Net income	$	719	$	543
Other comprehensive income, net of tax
Unrealized gains on securities available for sale
Unrealized holding gains arising during the period, net of tax expense of $169 and $132		334		253
Less: Reclassification adjustment for gains included in net income, net of tax expense of $13 and $9		21		17
		313		236
Comprehensive income	$	1,032	$	779

See Notes to Unaudited Consolidated Condensed Financial Statements.

5

RIVER VALLEY BANCORP

Consolidated Condensed Statements of Cash Flows

(Unaudited)

	Three Months Ended March 31,
	2010			2009
	(In Thousands)
Operating Activities
Net income	$	719			$	543
Adjustments to reconcile net income to net cash provided by operating activities
Provision for loan losses		165				385
Depreciation and amortization		123				122
Investment securities gains		(34	)			(26	)
Loans originated for sale in the secondary market		(3,417	)			(15,483	)
Proceeds from sale of loans in the secondary market		3,359				15,507
Gain on sale of loans		(87	)			(373	)
Net change in:
Interest receivable		409				205
Interest payable		(66	)			28
Prepaid FDIC Assessment		118				--
Other adjustments		809				677
Net cash provided by operating activities		2,098				1,585
Investing Activities
Purchases of securities available for sale		(5,131	)			(17,822	)
Proceeds from maturities of securities available for sale		5,782				4,775
Proceeds from sales of securities available for sale		2,006				--
Net change in loans		3,314				4,569
Purchases of premises and equipment		(57	)			(21	)
Proceeds from sale of real estate acquired through foreclosure		239				261
Net cash  provided by (used in) investing activities		6,153				(8,238	)
Financing Activities
Net change in
Non-interest-bearing, interest-bearing demand and savings deposits		47				498
Certificates of deposit		5,617				14,452
Repayment of borrowings		(8,000	)			(4,000	)
Cash dividends		(405	)			(315	)
Advances by borrowers for taxes and insurance		46				44
Net cash provided by (used in) financing activities		(2,695	)			10,679
Net Change in Cash and Cash Equivalents		5,556				4,026
Cash and Cash Equivalents, Beginning of Period		13,387				10,033
Cash and Cash Equivalents, End of Period	$	18,943			$	14,059
Additional Cash Flows and Supplementary Information
Interest paid	$	2,052			$	2,355
Income tax paid		8				--

See Notes to Unaudited Consolidated Condensed Financial Statements.

6

RIVER VALLEY BANCORP

NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

River Valley Bancorp (the “Corporation” or the “Company”) is a unitary savings and loan holding company whose activities are primarily limited to holding the stock of River Valley Financial Bank (“River Valley” or the “Bank”). The Bank conducts a general banking business in southeastern Indiana and Carroll County, Kentucky which consists of attracting deposits from the general public and applying those funds to the origination of loans for consumer, residential and commercial purposes. River Valley’s profitability is significantly dependent on net interest income, which is the difference between interest income generated from interest-earning assets (i.e. loans and investments) and the interest expense paid on interest-bearing liabilities (i.e. customer deposits and borrowed funds). Ne t interest income is affected by the relative amount of interest-earning assets and interest-bearing liabilities and the interest received or paid on these balances. The level of interest rates paid or received by the Bank can be significantly influenced by a number of competitive factors, such as governmental monetary policy, that are outside of management’s control.

NOTE 1: BASIS OF PRESENTATION

The accompanying unaudited consolidated condensed financial statements were prepared in accordance with instructions for Form 10-Q and, therefore, do not include information or footnotes necessary for a complete presentation of financial position, results of operations, and cash flows in conformity with generally accepted accounting principles. Accordingly, these financial statements should be read in conjunction with the consolidated financial statements and notes thereto of the Corporation included in the Annual Report on Form 10-K for the year ended December 31, 2009. However, in the opinion of management, all adjustments (consisting of only normal recurring accruals) which are necessary for a fair presentation of the financial statements have been included. The results of operations for the three-month period ended March 31, 2010, ar e not necessarily indicative of the results which may be expected for the entire year. The consolidated condensed balance sheet of the Corporation as of December 31, 2009 has been derived from the audited consolidated balance sheet of the Corporation as of that date.

NOTE 2: PRINCIPLES OF CONSOLIDATION

The consolidated condensed financial statements include the accounts of the Corporation and its subsidiary, the Bank. The Bank currently owns four subsidiaries. Madison 1st Service Corporation, 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, Inc., RVFB Holdings, Inc., and RVFB Portfolio, LLC 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 condensed financial statements.

7

NOTE 3: EARNINGS PER SHARE

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

	Three Months Ended March 31, 2010						Three Months Ended March 31, 2009
	Income		Weighted Average Shares		Per Share Amount		Income		Weighted Average Shares		Per Share Amount
	(In Thousands, Except Share Amounts)
Basic earnings per share
Income available to common stockholders	$	630		1,504,472	$	.42	$	543		1,500,322	$	.36
Effect of dilutive RRP awards and stock options				7,442						9,105
Diluted earnings per share
Income available to common stockholders and assumed conversions	$	630		1,511,914	$	.42	$	543		1,509,427	$	.36

Net income for the period ending March 31, 2010 of $719,000 was reduced by $89,000 for dividends on preferred stock in the same period, to arrive at income available to common stockholders of $630,000.  The Corporation issued the preferred stock in the fourth quarter of 2009; therefore, no similar adjustment was necessary for the three-month period ended March 31, 2009.

Options to purchase 5,000 shares of common stock at an exercise price of $22.25 per share, options to purchase 19,000 shares of common stock at an exercise price of $14.56 per share, and options to purchase 8,400 shares of common stock at an exercise price of $13.25 per share were outstanding for the three-month periods ending March 31, 2010 and March 31, 2009. 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.  In addition, options to purchase 15,000 shares of common stock at exercise prices ranging from $5.38 to $6.99 were outstanding at March 31, 2010 and were included in the diluted shares outstanding for the three-month period ended March 31, 2010.

NOTE 4: DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

Effective January 1, 2008, the Corporation adopted Statement of Financial Accounting Standards Codification (ASC) Topic 820.  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

8

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 Corporation 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 residential mortgage-backed agency 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.

The following tables present the fair value measurements of assets and liabilities recognized in the accompanying balance sheets 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 March 31, 2010 and December 31, 2009, respectively (in thousands).

			March 31, 2010
			Fair Value Measurements Using
	Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(In Thousands)
Available-for-sale securities:
Federal agencies	$	27,387	$	--	$	27,387	$	--
Residential mortgage- backed agency securities		28,468		--		28,468		--
State and municipals		20,571		--		20,571		--
Corporate		969		--		--		969
Total	$	77,395	$	--	$	76,426	$	969

9

			December 31, 2009
			Fair Value Measurements Using
	Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(In Thousands)
Available-for-sale securities:
Federal agencies	$	30,397	$	--	$	30,397	$	--
Residential mortgage- backed agency securities		27,651		--		27,651		--
State and municipals		20,665		--		20,665		--
Corporate		848		--		--		848
Total	$	79,561	$	--	$	78,713	$	848

10

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 three-month periods ended March 31, 2010 and March 31, 2009:

	Available-For-Sale Securities
	Three Months Ended March 31, 2010			Three Months Ended March 31, 2009
	(In Thousands)
Beginning balance	$	848		$	1,083
Total realized and unrealized gains and losses
Amortization included in net income		1			1
Unrealized gains (losses) included in other comprehensive income		124			(260	)
Purchases, issuances and settlements including pay downs		(4	)		(3	)
Transfers in and/or out of Level 3		--			--
Ending balance	$	969		$	821
Total 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 three-month periods ended March 31, 2010 and March 31, 2009.

At March 31, 2009, 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 March 31, 2010. 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 Corporation 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.

11

The following tables present 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 March 31, 2010 and December 31, 2009, respectively (in thousands).

				March 31, 2010
				Fair Value Measurements Using
	Fair Value			Quoted Prices in Active Markets for Identical Assets (Level 1)			Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
		(In Thousands)
Impaired loans		$	179		$	--		$	--		$	179
Mortgage Servicing Rights			34			--			--			34

				December 31, 2009
				Fair Value Measurements Using
	Fair Value			Quoted Prices in Active Markets for Identical Assets (Level 1)			Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
				(In Thousands)
Impaired loans		$	7,288		$	--		$	--		$	7,288
Mortgage servicing rights			443			--			--			443

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.

12

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 three months ended March 31, 2010 and the year ended December 31, 2009 totaled $34,000 and $443,000, respectively.  During the same periods, impairment on prior period mortgage servicing rights was included in net income in the amount of $2,000 and $38,000, respectively. 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 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.

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.

13

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

		March 31, 2010			December 31, 2009
		Carrying Amount		Fair Value	Carrying Amount		Fair Value
Assets		(In Thousands)
Cash and cash equivalents	$	18,943	$	18,943	$	13,387	$	13,387
Investment securities available for sale		77,395		77,395		79,561		79,561
Loans including loans held for sale, net of allowance for losses		273,314		281,227		276,766		284,215
Stock in FHLB		4,850		4,850		4,850		4,850
Interest receivable		1,802		1,802		2,211		2,211
Mortgage servicing rights		501		889		543		825
Liabilities
Deposits		282,250		285,247		276,586		279,524
FHLB advances		71,000		75,039		79,000		83,054
Borrowings		7,217		6,664		7,217		6,053
Interest payable		603		603		669		669
Advance payments by borrowers for taxes and insurance		156		156		101		101
Off-Balance Sheet Assets (Liabilities)
Commitments to extend credit		--		--		--		--
Standby letters of credit		--		--		--		--

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NOTE 5:  INVESTMENT SECURITIES

The amortized cost and approximate fair values of securities as of March 31, 2010 and December 31, 2009 are as follows:

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
	(In Thousands)
Available-for-sale Securities:
March 31, 2010
Federal agencies	$	27,247	$	256	$	116	$	27,387
Residential mortgage-backed agency securities		27,407		1,069		8		28,468
State and municipal		19,803		846		78		20,571
Corporate		1,774		--		805		969
Total investment securities	$	76,231	$	2,171	$	1,007	$	77,395
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Available-for-sale Securities:
December 31, 2009
Federal agencies	$	30,164	$	336	$	103	$	30,397
Residential mortgage-backed agency securities		26,682		1,010		41		27,651
State and municipal		20,243		551		129		20,665
Corporate		1,777		--		929		848
Total investment securities	$	78,866	$	1,897	$	1,202	$	79,561

15

The amortized cost and fair value of available-for-sale securities at March 31, 2010 and 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-Sale
March 31, 2010	Amortized Cost		Fair Value
	(In Thousands)
Within one year	$	--	$	--
One to five years		20,385		20,494
Five to ten years		12,990		13,314
After ten years		15,449		15,119
		48,824		48,927
Residential mortgage-backed agency securities		27,407		28,468
Totals	$	76,231	$	77,395

The carrying value of securities pledged as collateral, to secure public deposits, borrowings and for other purposes, was $18,131,000 and $23,136,000 at March 31, 2010 and December 31, 2009, respectively.

Proceeds from sales of securities available for sale during the three-month period ended March 31, 2010 were $2,006,000.  There were no sales of securities available for sale during the same period in 2009. Gross gains of $34,000 and $26,000 resulting from sales and calls of available-for-sale securities were realized for the three-month periods ended March 31, 2010 and March 31, 2009, 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 March 31, 2010 was $19,815,000, which is approximately 25.6% of the Corporation’s investment portfolio. The fair value of these investments at December 31, 2009 was $21,210,000, which represented 26.7% of the Corporation’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 declines 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.

16

The following table shows the Corporation’s 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 March 31, 2010 and December 31, 2009:

	March 31, 2010
	Less than 12 Months					12 Months or More					Total
	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
Description of Securities	(In Thousands)
Federal agencies	$	14,019	$	(116	)	$	--	$	--		$	14,019	$	(116	)
Residential mortgage-backed agency securities		3,019		(8	)		--		--			3,019		(8	)
State and Municipal		315		--			1,493		(78	)		1,808		(78	)
Corporate		--		--			969		(805	)		969		(805	)
Total temporarily impaired securities	$	17,353	$	(124	)	$	2,462	$	(883	)	$	19,815	$	(1,007	)
	December 31, 2009
	Less than 12 Months					12 Months or More					Total
	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
Description of Securities	(In Thousands)
Federal agencies	$	11,985	$	(103	)	$	--	$	--		$	11,985	$	(103	)
Residential mortgage-backed agency securities		5,125		(41	)		--		--			5,125		(41	)
State and Municipal		1,151		(14	)		2,101		(115	)		3,252		(129	)
Corporate		--		--			848		(929	)		848		(929	)
Total temporarily impaired securities	$	18,261	$	(158	)	$	2,949	$	(1,044	)	$	21,210	$	(1,202	)

Federal Agencies

The unrealized losses on the Corporation’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 Corporation does not intend to sell the investments and it is not more likely than not that the Corporation will be required to sell the investments before recovery of their amortized cost bases, which may be maturity, the Corporation does not consider those investments to be other-than-temporarily impaired at March 31, 2010.

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Residential mortgage-backed agency securities

The unrealized losses on the Corporation’s investment in residential mortgage-backed agency securities were primarily caused by interest rate changes.  The Corporation 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 Corporation does not intend to sell the investments and it is not more likely than not that the Corporation will be required to sell the investments before recovery of their amortized cost bases, which may be maturity, the Corporation does not consider those investments to be other-than-temporarily impaired at March 31, 2010.

State and Municipal

The unrealized losses on the Corporation’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 Corporation does not intend to sell the investments and it is not more likely than not that the Corporation will be required to sell the investments before recovery of their amortized cost bases, which may be maturity, the Corporation does not consider those investments to be other-than-temporarily impaired at March 31, 2010.

Corporate Securities

The unrealized losses on the Corporation’s investment in corporate securities were due primarily to losses on two pooled trust preferred issues held by the Corporation.  The two, ALESCO 9A and PRETSL XXVII Ltd, had unrealized losses at March 31, 2010 of $529,000 and $276,000, respectively.  At December 31, 2009, the unrealized losses on these two investments were $665,000 and  $274,000, respectively.  These two securities are rated Ba1 and A3, respectively, by Moody’s 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 Corporation. The Corporation 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 Corporation, the collateral position of the tranches, projected cash flows and the credit ratings. The Corporation does not intend to sell the investments and it is not more likely than not that the Corporation 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 Corporation has determined these securities are not other-than-temporarily impaired at March 31, 2010.

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NOTE 6:  ALLOWANCE FOR LOAN LOSSES

The following table analyzes the changes in the allowance during the three-month periods ended March 31, 2010 and March 31, 2009 respectively.

	Allowance for Loan Losses
	Three Months Ended March 31, 2010			Three Months Ended March 31, 2009
	(In Thousands)
Balance at beginning of period	$	2,611		$	2,364
Charge-offs:
Real estate loans		--			(111	)
Consumer loans		(42	)		(49	)
Commercial loans		--			(34	)
Total charge-offs		(42	)		(194	)
Recoveries		261			47
Net (charge-offs) recoveries		219			(147	)
Provision for losses on loans		165			385
Balance at end of period	$	2,995		$	2,602

NOTE 7: RECENT ACCOUNTING PRONOUNCEMENTS

In January 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2010-06, “Improving Disclosures About Fair Value Measurements,” which added disclosure requirements about transfers in and out of Levels 1 and 2, clarified existing fair value disclosure requirements about the appropriate level of disaggregation, and clarified that a description of valuation techniques and inputs used to measure fair value was required for recurring and nonrecurring Level 2 and 3 fair value measurements.  Management has determined the adoption of these provisions of this ASU only affected the disclosure requirements for fair value measurements and as a result did not have a material effect on the Corporation’s financial position or results of operations. 0; This ASU also requires that Level 3 activity about purchases, sales, issuances, and settlements be presented on a gross basis rather than as a net number as currently permitted.  This provision of the ASU is effective for the Corporation’s reporting period ending March 31, 2011.  Management has determined the adoption of this guidance will not have a material effect on the Corporation’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 mus t be applied to transfers occurring on or after the effective date. Management has determined the adoption of this guidance did not have a material effect on the Company’s financial position or results of operations.

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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 did not have a material effect on the Company’s financial position or results of operations.

NOTE 8:   RECLASSIFICATIONS

Certain reclassifications have been made to the 2009 consolidated condensed financial statements to conform to the March 31, 2010 presentation.

NOTE 9:  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 attractiv e terms under the Troubled Asset Relief Program (“TARP”) Capital Purchase Program (the “CPP”). The CPP 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 Corporation 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 Corporation 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 Corporation. 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 Corporation 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 Corporation 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.

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Congress has also been actively pursuing financial industry reform, including proposing, among other things, creation of a Consumer Financial Protection Agency to protect consumers when they borrow money, make deposits, or obtain other financial products and services.

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 Corporation or the Bank.

ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (“Form 10-Q”) contains statements which constitute forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements appear in a number of places in this Form 10-Q and include statements regarding the intent, belief, outlook, estimate or expectations of the Corporation (as defined in the notes to the consolidated condensed financial statements), its directors or its officers primarily with respect to future events and the future financial performance of the Corporation. Readers of this Form 10-Q are cautioned that any such forward looking statements are not guarantees of future events or performance and involve risks and uncertainties, and that actual results may differ materially from those in the forward looking statements as a result of various factors. The accompanying information contained in this Form 10-Q identifies important factors that could cause such differences. These factors include changes in interest rates; loss of deposits and loan demand to other financial institutions; substantial changes in financial markets; changes in real estate values and the real estate market; regulatory changes; or turmoil and governmental intervention in the financial services industry.

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 year. 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 Corporation, 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 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 Corporation and its business.

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The level of turmoil in the financial services industry will present unusual risks and challenges for the Corporation, 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 c ommercial 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 posit ion; 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 9, Economic Recovery Programs, to the Corporation’s Unaudited Condensed Consolidated Financial Statements, included in this Form 10-Q 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, acces s 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, 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 Corporation or the Bank.

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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 and will cause increased insurance premiums during 2010 as well. 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 fail ures, 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 Corporation’s expenses. Also, in addition to the 5 basis point special assessment of $178,000 that the Corporation 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 Corporation’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 derivat ive 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, inc luding 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:

·   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.

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● 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 Corporation’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 presented on pages 65 through 69 of the Annual Report on Form 10-K for the year ended December 31, 2009 contains a summary of the Corporation’s significant accounting policies. Certain of these policies are important to the portrayal of the Corporation’s financial condition, since they require management to make difficult, complex or subjective judgments, some of which may relate to matters that are inherently uncertain. Management believes that its critical accounting policies include determining the allowance for loan losses and the valuation of mortgage servicing rights.

Allowance for Loan Losses

The allowance for loan losses is a significant estimate that can and does change based on management’s assumptions about specific borrowers and current general economic and business conditions, among other factors. Management reviews the adequacy of the allowance for loan losses on at least a quarterly basis. The evaluation by management includes consideration of past loss experience, changes in the composition of the loan portfolio, the current condition and amount of loans outstanding, identified problem loans and the probability of collecting all amounts due.

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

The Corporation’s strategy for credit risk management includes conservative, centralized credit policies, and uniform underwriting criteria for all loans as well as an overall credit limit for each customer significantly below legal lending limits. The strategy also emphasizes diversification on a geographic, industry and customer level, regular credit quality reviews and quarterly management reviews of large credit exposures and loans experiencing deterioration of credit quality.

The Corporation’s allowance consists of three components: probable losses estimated from individual reviews of specific loans, probable losses estimated from historical loss rates, and probable losses resulting from economic or other deterioration above and beyond what is reflected in the first two components of the allowance.

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Larger commercial loans that exhibit probable or observed credit weaknesses are subject to individual review. Where appropriate, reserves are allocated to individual loans based on management’s estimate of the borrower’s ability to repay the loan given the availability of collateral, other sources of cash flow and legal options available to the Corporation. Included in the review of individual loans are those that are considered impaired. A loan is considered impaired when, based on current information and events, it is probable that the Corporation 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 schedul ed 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 val ue of the underlying collateral. The Corporation evaluates the collectibility of both principal and interest when assessing the need for a loss accrual. Historical loss rates are applied to other commercial loans not subject to specific reserve allocations.

Homogenous loans, such as consumer installment and residential mortgage loans are not individually risk graded. Rather, standard credit scoring systems are used to assess credit risks. Reserves are established for each pool of loans based on the expected net charge-offs for one year. Loss rates are based on the average net charge-off history by loan category.

Historical loss rates for 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 Corporation’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.

Allowances on individual loans and historical loss rates are reviewed quarterly and adjusted as necessary based on changing borrower and/or collateral conditions and actual collection and charge-off experience.

The Corporation’s primary market area for lending is 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 Corporation’s customers.

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:

·   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.

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·   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.

Valuation Of Mortgage Servicing Rights

The Corporation 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 March 31, 2010, and December 31, 2009, mortgage servicing rights had carrying values of $501,000 and $505,000 respectively.

FINANCIAL CONDITION

At March 31, 2010, the Corporation’s consolidated assets totaled $395.2 million, a slight decrease of $934,000, or .2%, from December 31, 2009.   Despite the negligible change in assets overall, positive movement was experienced in certain areas.  Interest-bearing demand deposits held by the Corporation increased by $5.3 million to $14.8 million at March 31, 2010.  This compared to $9.5 million at December 31, 2009.  The increase was primarily a result of $6.0 million in new deposits in the south central Indiana branches, $2.0 million in proceeds from the sale of available-for-sale investments sold to take advantage of gain positions, and moderate sales on loans into the secondary market with proceeds from those sales to Federal Home Loan Mortgage Corporation (Freddie Mac) of $3.4 million .  Over the same period, the Corporation repaid $8.0 million in borrowings with the Federal Home Loan Bank of Indianapolis (FHLB) with total borrowings at the FHLB of $71.0 million at March 31, 2010 as compared to $79.0 million as of December 31, 2009.

The Corporation experienced a decrease in the loan portfolio of $3.2 million year-to-date as conventional Bank-owned 1-4 family mortgages continued to be refinanced and sold into the secondary market and loan levels, and demand for lending in general, decreased slightly.   Sales to Freddie Mac which topped $15.5 million during the first three months of 2009, dropped to $3.3 million during the first three months of 2010.

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The Corporation’s consolidated allowance for loan losses totaled $3.0 million at March 31, 2010 as compared to $2.6 million at December 31, 2009.  The increase reflects a first quarter 2010 provision expense of $165,000, minimal charge-off activity of $42,000 and a single recovery of $240,000 for a loan previously reduced by a partial charge-off.  That loan was part of a large relationship which is still in the process of foreclosure and work-out.  Funding for the allowance represented 1.09%, and .94% of total loans, for March 31, 2010 and December 31, 2009, respectively, reflecting increase in the allowance and decrease in the loan portfolio, period to period.  During the three-month period ended March 31, 2010, the Corporation established one specific reserve of $370,000 for a loan classifie d, but not delinquent.

Delinquency 30 or more days past due as of March 31, 2010 was $9.5 million, or 3.45% of total loans, as compared to $10.2 million, or 3.69%, at December 31, 2009.  The March 31, 2010 level represents the lowest delinquency rate since the March 31, 2009 rate of 3.21%.

Non-performing loans (defined as loans delinquent greater than 90 days and loans on non-accrual status) as of March 31, 2010 were $7.1 million, compared to $4.3 million at the same date in 2009 and $7.2 million at December 31, 2009.  Non-performing loans as a percent of total loans were 2.57%, 1.51% and 2.59%, respectively, for those periods. The slight decrease in overall delinquency and in non-performing loans is primarily due to diligent collection management with all loan officers involved in collection activity.   The expense for the provision for loan losses decreased to $165,000 for the three months ended March 31, 2010, as compared to $385,000 for the same period in 2009.  Net charge-offs for the three-month period ended March 31, 2010 consisted of a net recovery amount of $219,000 as compared to net charge-offs of $147,000 for the same period in 2009.

Although management believes that its allowance for loan losses at March 31, 2010, was adequate based upon the available facts and circumstances, there can be no assurance that additions to such allowance will not be necessary in future periods, which could negatively affect the Corporation’s results of operations.  Management is diligent in monitoring delinquent loans and in the analysis of the factors affecting the allowance.  In December 2009, the Corporation modified its methodology for analysis of the allowance, reducing the historical look-back period to three years, from five, and incorporating greater stratification of loan types and concentrations.

Other changes in the asset mix of the Corporation occurred with varying impact on the financial statements.  Interest receivable decreased 18.5% over the three-month period from $2.2 million as of December 31, 2009 to $1.8 million as of March 31, 2010, as yields and average balances both dropped. Real estate owned due to foreclosure decreased from $253,000 as of December 31, 2009 to $62,000 at March 31, 2010 as the single piece of property held at December 31, 2009 was sold with a realized loss of $14,000.  Prepaid assets dropped as $118,000 in prepaid FDIC assessments were expensed for the first three months of 2010.

Deposits totaled $282.3 million at March 31, 2010, an increase of $5.7 million, or 2.0%, compared to total deposits at December 31, 2009. During the three-month period, non-interest bearing transactional deposit accounts increased by 6.4%, or $1.5 million, while interest bearing accounts, primarily certificate of deposit accounts, increased 1.6%, or $4.2 million.  The largest deposit increases for the period came primarily from the south central Indiana branches.

Borrowing totaled $78.2 million at March 31, 2010 versus $86.2 million at December 31, 2009, a drop of $8.0 million, or 9.3%, period to period, as the Corporation used portions of excess liquidity to pay down advances.  Of total borrowings, $71.0 million and $79.0 million, respectively, represented Federal Home Loan Bank (FHLB) advances with average rates of 4.60% and 4.56% at the respective dates. These balances and average rates on advances from the FHLB represent a reduction from the same at March 31, 2009 which were $86.0 million and 4.67%.  The drop in average balances and rates, March 2009 to March 2010, resulted in a $204,000, or 18.4%, decrease in the cost of borrowing period to period. Borrowing costs of $906,000 for the three months ended March 31, 2010 compared to $1.1 million for the same period in 2009.

Other liabilities totaled $2.8 million at March 31, 2010, an increase of $839,000 from the December 31, 2009 balance of $2.0 million as accruals for income taxes and first quarter expenses were recorded and balances for escrowed balances were higher period to period.

Stockholders’ equity totaled $31.3 million at March 31, 2010, an increase of $629,000, or 2.0%, from the $30.7 million at December 31, 2009.  The increase was primarily due to the change in the unrealized earnings on available-for-sale investments, at a gain position of $765,000 at March 31, 2010, as compared to $453,000 at December 31, 2009, and first quarter earnings of $719,000.  The Corporation paid dividends totaling $405,000 to preferred and common shareholders during the period, with dividends to common shareholders of $.21 per share.

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The Bank is required to maintain minimum regulatory capital pursuant to federal regulations. At March 31, 2010, the Bank’s regulatory capital exceeded all applicable regulatory capital requirements.

COMPARISON OF OPERATING RESULTS FOR THE THREE MONTHS ENDED MARCH 31, 2010 AND 2009

GENERAL

The Corporation’s net income for the three months ended March 31, 2010, totaled $719,000, an increase of $176,000, or 32.4%, from the net income of $543,000 reported for the period ended March 31, 2009.  The increase in income for the 2010 period was primarily attributable to a significant decrease in the cost of funds, period to period, as deposit and borrowing cost of funds dropped from 2.62% at March 31, 2009 to 2.13% at March 31, 2010.  This drop translated to a $397,000, or 16.7%, decrease in interest expense period to period.  This compared to a slight decrease in income from interest-earning assets of $159,000, or 3.3%, for the same period, with the yield on loans changing only negligibly from 6.01% at March 31, 2009 to 6.04% a year later, and average balances for the loan portfolio declining.
60; Yields on investments dropped, from 4.11% at March 31, 2009 to 3.62% at March 31, 2010.  However, income from investments increased from March 2009 to March 2010 due to the nearly $12.0 million increase in investments held.  That increase was comprised roughly of a $3.0 million increase each in federal agency securities and municipal securities plus an $8.0 million increase in residential mortgage-backed agency securities.  Corporate investments dropped by $2.0 million over the same period.  Gain on loan sales to the secondary market, a significant contributor to net income in 2009, decreased in the first three months of 2010, with income for the three-month period ended March 31, 2010 at $87,000 as compared to $373,000 for the same period in 2009, a decrease of $286,000, or 76.7%.

Other items affecting net income included decreases in service charges for overdrawn accounts, a reduction in the provision expense for loan losses, and a decrease in the Federal Deposit Insurance Corporation (FDIC) premium assessment.  Expense for FDIC insurance for the three-month period ended March 31, 2010 was $126,000, significantly less than the expense for the three-month period ended March 31, 2009 of $240,000.  This reflected the estimates by management in 2009 which were based on national projections of drastic increases in the assessment, which finally materialized in rate increases which were less than estimated.

NET INTEREST INCOME

Total interest income for the three months ended March 31, 2010 decreased $159,000, or 3.3%, from $4.8 million at March 31, 2009 to $4.7 million at March 31, 2010.  The reduction was due primarily to a combination of decreased average balances in the loan portfolio, with similar yields period to period, and higher average balances in the investment portfolio, at lower yields.

Total interest expense for the same period decreased by $397,000, or 16.7%, from the $2.4 million reported at March 31, 2009 to $2.0 million at March 31, 2010.  For the three months ended March 31, 2010 interest expense from deposits totaled $1.1 million while interest expense from borrowings totaled $906,000, as compared to $1.3 million and $1.1 million for the same period in 2009.  Of the overall decrease in interest expense, $193,000 was attributable to interest expense on deposits, primarily fixed-maturity deposits, as the effect of the Fed rate cuts in 2008 continued to affect depositors and widen the spread on interest bearing balances.  Over the same period, the Corporation experienced a decrease of $204,000 on interest expense for borrowings as advances were repaid and the average balance of funds bor rowed from the FHLB dropped. The average rate paid on those borrowings dropped from 4.67% at March 31, 2009 to 4.60% at March 31, 2010.

Net interest income was $2.7 million for the three months ended March 31, 2010 and $2.5 million for the same period in 2009, with an increase period to period of $238,000, or 9.7%.  This reflects the effects of increasing spread between interest earning assets and interest bearing liabilities, combined with changes in the mix of the underlying assets and liabilities.

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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 Corporation, the status of past due principal and interest payment, general economic conditions, particularly as such conditions relate to the Corporation’s market area, and other factors related to the collectibility of the Corporation’s loan portfolio. As a result of such analysis, management recorded a $165,000 provision for losses on loans for the three months ended March 31, 2010, as compared to $385,000 for the same period in 2009. The decrease in the provision expense year-to-year has been predicated primarily on estimated losses on non-performing loans, of which the majority have already been re duced by partial charge-offs, declining levels of loan activity and shrinkage in the loan portfolio, some improvement in delinquencies, particularly those less than 60 days past due, and the large recovery received during the first three months of 2010.

Non-performing loans as of March 31, 2010 were $7.1 million, an increase of $2.8 million, from the $4.3 million at the same point in 2009, primarily reflecting the addition of two large relationships during the second quarter of 2009.  Of the total non-performing loans of $7.1 million at March 31, 2010, approximately $5.2 million have been past due for more than 12 months, were reduced by partial charge-off of confirmed losses in December of 2009, and are in the lengthy process of work out or foreclosure.  Delinquency for loans 30-59 days past due as of March 31, 2010 totaled $1.1 million as compared to $1.7 million at the same point in 2009.  Net charge-offs for the three-month period ended March 31, 2010 resulted in a net recovery of $219,000, the result of a $240,000 recovery on a loan previously reduced b y a partial charge-off, as compared to net charge-offs of $147,000 for the same period in 2009.  While management believes that the allowance for losses on loans is adequate at March 31, 2010, based upon the available facts and circumstances, there can be no assurance that the loan loss allowance will be adequate to cover losses on non-performing assets in the future.

OTHER INCOME

Other income decreased by $260,000 during the three months ended March 31, 2010 to $778,000, as compared to the $1.0 million reported for the same period in 2009.  The decrease was due primarily to the decrease in loan sales into the secondary market, period to period.  Gains on sales to the FHLMC (Freddie Mac) for the three months ending March 31, 2010 totaled $87,000 a decrease of $286,000 from the $373,000 recorded for the same period ended March 31, 2009.  Period to period, service fees and charges, which includes income from overdrawn deposit accounts (NSF fees) decreased $36,000 as customers appeared to be more frugal in their spending habits.  Offsetting that decrease were losses on foreclosed real estate owned, which were less for the three-month period ended March 31, 2010, at $16,000, as c ompared to net losses of $46,000 at the same point in 2009.  Unlike interest income, “Other Income” is not always readily predictable and is subject to variations depending on outside influences.

OTHER EXPENSE

Total other expense experienced only modest change period to period, with a net decrease of $75,000, or 3.1%, from March 31, 2009 to March 31, 2010.  The only significant change was seen in the FDIC assessment for the period, which totaled $126,000 for the three months ended March 31, 2010 as compared to $240,000 for the period ended March 31, 2009.  The expense for the three months ended March 31, 2009 reflected the 2009 uncertainty regarding regulatory action by the FDIC on regular assessment rates, which inflated the estimates used for the first quarter of 2009.  The FDIC’s plan to restore the Deposit Insurance Fund uniformly increased insurance assessments by 7 basis points (annualized) and will increase them again in 2011.  In addition, the FDIC required prepayment of FDIC assessments for the fourth quarter of 2009 and for years 2010 through 2012.  The Corporation prepaid $1.6 million in FDIC assessment fees on December 31, 2009, of which $118,000 was expensed during the three-month period ended March 31, 2010, along with approximately $8,500 for the periodic The Financing Corporation (FICO) assessment and the Temporary Liquidity Guarantee Program (TLGP) assessment.  Slight increases were seen in occupancy, advertising and data processing costs consistent with the growth in the Corporation.

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INCOME TAXES

Tax expense of $222,000 was recorded for the three-month period ended March 31, 2010 as compared to $125,000 for the comparable period in 2009.  For the 2010 period, the Corporation had pre-tax income of $941,000 as compared to $668,000 for the 2009 period.  The effective tax rate was 23.59% for the three-month period ended March 31, 2010 compared to 18.71% for the same period in 2009.  The tax calculations for both periods include the benefit of tax-exempt income from municipal investments and cash surrender life insurance partially offset by the effect of nondeductible expenses.  During 2009, these types of income represented a greater portion of net taxable income than in 2010, resulting in the lower effective rate for 2009.

OTHER

The Securities and Exchange Commission maintains a Web site that contains reports, proxy information statements, and other information regarding registrants that file electronically with the Commission, including the Corporation. The address is http://www.sec.gov.

LIQUIDITY RESOURCES

Historically, the Corporation has maintained its liquid assets at a level believed adequate to meet requirements of normal daily activities, repayment of maturing debt and potential deposit outflows.  Cash flow projections are regularly reviewed and updated to assure that adequate liquidity is maintained.  Cash for these purposes is generated through loan sales and repayments, increases in deposits, and through the sale or maturity of investment securities.  Loan payments are a relatively stable source of funds, while deposit flows are influenced significantly by the level of interest rates and general money market conditions.  Borrowings may be used to compensate for reductions in other sources of funds such as deposits.  As a member of the Federal Home Loan Bank (FHLB) system, the Bank m ay borrow from the FHLB of Indianapolis.  At March 31, 2010, the Bank had $71.0million in such borrowings, with an additional $31.0 million available, previously approved by the Bank’s board of directors.  Based on collateral, an additional $20.7 million could be available, if the board of directors determines the need. In addition, at March 31, 2010 the Bank had commitments to fund loan originations of $3.8 million, unused home equity lines of credit of $15.8 million and unused commercial lines of credit of $11.1 million.  Commitments to sell loans as of that date were $1.1 million.  Generally, a significant portion of amounts available in lines of credit will not be drawn.

ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable for Smaller Reporting Companies.

ITEM 4T. CONTROLS AND PROCEDURES

A. Evaluation of disclosure controls and procedures. The Corporation’s chief executive officer and chief financial officer, after evaluating the effectiveness of the Corporation’s disclosure controls and procedures (as defined in Sections 13a-15(e) and 15d-15(e) of regulations promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as of the end of the most recent fiscal quarter covered by this quarterly report (the “Evaluation Date”), have concluded that as of the Evaluation Date, the Corporation’s disclosure controls and procedures were effective in ensuring that information required to be disclosed by the Corporation in reports it files or submits under the Exchange Act is recorded, processed, summ arized and reported within the time periods 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 required disclosure.

B. Changes in internal control over financial reporting. There were no changes in the Corporation’s internal control over financial reporting identified in connection with the Corporation’s evaluation of controls that occurred during the Corporation’s last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Corporation’s internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

Neither the Corporation nor the Bank is a party to any pending legal proceedings, other than routine litigation incidental to the business.

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.  (REMOVED AND RESERVED)

ITEM 5.  OTHER INFORMATION

None.

ITEM 6.  EXHIBITS

10(1)	Branch Purchase and Assumption Agreement by and between River Valley Financial Bank and The New Washington State Bank
31(1)	CEO Certification required by 17 C.F.R. Section 240.13a-14(a)
31(2)	CFO Certification required by 17 C.F.R. Section 240.13a-14(a)
32	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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SIGNATURES

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

	RIVER VALLEY BANCORP
Date: May 14, 2010	By:	/s/ Matthew P. Forrester
		Matthew P. Forrester
		President and Chief Executive Officer
Date: May 14, 2010	By:	/s/ Vickie L. Grimes
		Vickie L. Grimes
		Vice President of Finance

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EXHIBIT INDEX

No.	Description	Location
10(1)	Branch Purchase and Assumption Agreement by and between River Valley Financial Bank and The New Washington State Bank	*
31(1)	CEO Certification required by 17 C.F.R. Section 240.13a-14(a)	Attached
31(2)	CFO Certification required by 17 C.F.R. Section 240.13a-14(a)	Attached
32	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	Attached

______________________________

*Incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed on March 8, 2010