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 September 30, 2000 ------------------ OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) of - ----- THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ----- ----- Commission File Number: 0-22957 RIVERVIEW BANCORP, INC. (Exact name of registrant as specified in its charter) Washington 91-1838969 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 900 Washington, Suite 900 Vancouver, WA 98660 (Address of principal executive office) Registrant's telephone number, including area code: (360)693-6650 Check whether the registrant: (1) filed all reports required to be filed by Sections 13 or 15(d) of the Exchange Act during the past 12 months (or for 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 . --- -- APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: Common Stock, $.01 par value---4,564,128 shares as of November 3, 2000.
Form 10-Q RIVERVIEW BANCORP, INC. AND SUBSIDIARY INDEX Part I. Financial Information Page --------------------- ---- Item 1: Financial Statements (Unaudited) Consolidated Balance Sheets as of September 30, 2000 and March 31, 2000 1 Consolidated Statements of Income: Three and Six Months Ended September 30, 2000 and 1999 2 Consolidated Statements of Shareholders' Equity for the Year Ended March 31, 2000 and for the Six Months Ended September 30, 2000 3 Consolidated Statements of Cash Flows for the Six Months Ended September 30, 2000 and 1999 4 Notes to Consolidated Financial Statements 5-10 Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations 11-19 Item 3: Quantitative and Qualitative Disclosures About Market Risk 19 Part II. Other Information 20-21 SIGNATURES 22 EXHIBITS 23-24
RIVERVIEW BANCORP, INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS SEPTEMBER 30, 2000 and MARCH 31, 2000 SEPTEMBER 30, MARCH 31, (In thousands, except share data) (Unaudited) 2000 2000 - ---------------------------------------------------------------------------- ASSETS Cash (including interest-earning accounts of $3,463 and $5,378) $ 14,416 $ 15,786 Loans held for sale 378 - Investment securities held to maturity, at amortized cost (fair value of $882 and $854) 882 903 Investment securities available for sale, at fair value (amortized cost of $19,420 and $14,421) 18,029 12,883 Mortgage-backed securities held to maturity, at amortized cost (fair value of $7,373 and $8,595) 7,368 8,657 Mortgage-backed securities available for sale, at fair value (amortized cost of $36,580 and $40,974) 35,000 39,378 Loans receivable (net of allowance for loan losses of $1,886 and $1,362) 272,800 249,034 Real estate owned 1,089 65 Prepaid expenses and other assets 894 875 Accrued interest receivable 2,259 1,881 Federal Home Loan Bank stock, at cost 4,292 3,074 Premises and equipment, net 10,625 9,088 Land held for development - 471 Deferred income taxes, net 1,416 1,236 Core deposit intangible, net 1,186 1,349 --------- --------- TOTAL ASSETS $ 370,634 $ 344,680 ========= ========= LIABILITIES AND SHAREHOLDERS' EQUITY LIABILITIES: Deposit accounts $ 242,468 $ 232,355 Accrued expenses and other liabilities 3,739 3,147 Advance payments by borrowers for taxes and insurance 193 139 Federal Home Loan Bank advances 74,500 60,550 --------- --------- Total liabilities 320,900 296,191 COMMITMENTS AND CONTINGENCIES (NOTE 12) SHAREHOLDERS' EQUITY: Serial preferred stock, $.01 par value; 250,000 authorized, issued and outstanding, none - - Common stock, $.01 par value; 50,000,000 authorized, September 30, 2000 - 4,912,285 issued, 4,536,133 outstanding; March 31, 2000 - 4,902,503 issued, 4,521,209 outstanding 49 49 Additional paid-in capital 38,488 38,457 Retained earnings 16,586 15,652 Unearned shares issued to employee stock ownership trust (2,320) (2,422) Unearned shares held by the management recognition and development plan (1,108) (1,178) Accumulated other comprehensive loss (1,961) (2,069) --------- --------- Total shareholders' equity 49,734 48,489 --------- --------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 370,634 $ 344,680 ========= ========= See notes to consolidated financial statements. 1
RIVERVIEW BANCORP, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF INCOME Three Months Ended Six Months Ended September 30, September 30, (In thousands, except share 2000 1999 2000 1999 data)(Unaudited) - ------------------------------------------------------------------------------ INTEREST INCOME: Interest and fees on loans receivable $ 6,497 $ 4,890 $ 12,630 $ 9,503 Interest on investment securities 207 224 415 478 Interest on mortgage-backed securities 774 878 1,580 1,821 Other interest and dividends 245 161 343 323 ---------- ---------- ---------- ---------- Total interest income 7,723 6,153 14,968 12,125 ---------- ---------- ---------- ---------- INTEREST EXPENSE: Interest on deposits 2,680 2,087 5,108 4,111 Interest on borrowings 1,342 538 2,417 1,059 ---------- ---------- ---------- ---------- Total interest expense 4,022 2,625 7,525 5,170 ---------- ---------- ---------- ---------- Net interest income 3,701 3,528 7,443 6,955 Less provision for loan losses - 90 594 180 ---------- ---------- ---------- ---------- Net interest income after provision for loan losses 3,701 3,438 6,849 6,775 ---------- ---------- ---------- ---------- NON-INTEREST INCOME: Fees and service charges 774 620 1,482 1,296 Gain on sale of loans held for sale 14 9 19 14 Gain on sale of other real estate owned 11 13 11 38 Gain on sale of land and fixed assets 309 - 309 1 Loan servicing income 32 39 64 72 Other 20 47 41 70 ---------- ---------- ---------- ---------- Total non-interest income 1,160 728 1,926 1,491 ---------- ---------- ---------- ---------- NON-INTEREST EXPENSE: Salaries and employee benefits 1,674 1,334 3,304 2,731 Occupancy and depreciation 452 336 835 667 Data Processing 218 184 426 369 Amortization of core deposit intangible 81 81 163 163 Marketing expense 227 195 395 338 FDIC insurance premium 12 29 23 58 Other 462 453 903 914 ---------- ---------- ---------- ---------- Total non-interest expense 3,126 2,612 6,049 5,240 ---------- ---------- ---------- ---------- INCOME BEFORE FEDERAL INCOME TAXES 1,735 1,554 2,726 3,026 PROVISION FOR FEDERAL INCOME TAXES 556 523 869 1,032 ---------- ---------- ---------- ---------- NET INCOME $ 1,179 $ 1,031 $ 1,857 $ 1,994 ========== ========== ========== ========== Earnings per common share: Basic $ 0.26 $ 0.20 $ 0.41 $ 0.38 Diluted 0.26 0.19 0.40 0.37 Weighted average number of shares outstanding: Basic 4,551,528 5,207,396 4,542,328 5,264,843 Diluted 4,621,247 5,320,304 4,614,340 5,377,878 See notes to consolidated financial statements. 2
<TABLE> RIVERVIEW BANCORP, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY FOR THE YEAR ENDED MARCH 31, 2000 AND THE SIX MONTHS ENDED SEPTEMBER 3O, 2000 (Unaudited) Unearned Shares Issued to Accum- Employee ulated Common Addi- Stock Unearned Other Stock tional Owner- Shares Compre- (In thousands, except ---------------- Paid-in Retained ship Issued to hensive per share data) Shares Amount Capital Earnings Trust MRDP (Loss) Total - --------------------------------------------------------------------------------------------------------- <S> <C> <C> <C> <C> <C> <C> <C> <C> Balance April 1, 1999 5,346,322 $ 58 $ 48,120 $ 13,602 $ (2,743) $ (1,571) $ (599) $ 56,867 Cash Dividends - - - (1,827) - - - (1,827) Exercise of stock options 34,096 - 137 - - - - 137 Stock repurchased and retired (912,404) (9) (9,825) - - - - (9,834) Earned ESOP shares 24,629 - 25 - 321 - - 346 Earned MRDP shares 28,566 - - - - 393 - 393 --------- ---- -------- -------- -------- -------- ------- -------- 4,521,209 49 38,457 11,775 (2,422) (1,178) (599) 46,082 Comprehensive income: Net income - - - 3,877 - - - 3,877 Other comprehensive loss: Unrealized holding loss on securities of $1,454 (net of $749 tax benefit) less reclassification adjustment for gains included in net income of $16 (net of $8 tax expense) - - - - - - (1,470) (1,470) -------- Total comprehensive income - - - - - - - 2,407 --------- ---- -------- -------- -------- -------- ------- -------- Balance, March 31, 2000 4,521,209 49 38,457 15,652 (2,422) (1,178) (2,069) 48,489 Cash dividends - - - (923) - - (923) Exercise of stock options 9,782 - 28 - - - - 28 Earned ESOP shares - - 3 - 102 - - 105 Earned MRDP shares 5,142 - - - - 70 - 70 --------- ---- -------- -------- -------- -------- ------- -------- 4,536,133 49 38,488 14,729 (2,320) (1,108) (2,069) 47,769 Comprehensive income: Net income - - - 1,857 - - - 1,857 Other comprehensive income: Unrealized holding gain on securities of $108 (net of $56 tax expense) - - - - - - 108 108 -------- Total comprehensive income 1,965 --------- ---- -------- -------- -------- -------- ------- -------- Balance, September 30, 2000 4,536,133 $ 49 $ 38,488 $ 16,586 $ (2,320) $ (1,108) $(1,961) $ 49,734 ========= ==== ======== ======== ======== ======== ======= ======== See notes to consolidated financial statements. 3 </TABLE>
RIVERVIEW BANCORP, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED SEPTEMBER 30, (In thousands) 2000 1999 - ------------------------------------------------------------------------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 1,857 $ 1,994 Adjustments to reconcile net income to cash provided by operating activities: Depreciation and amortization 684 668 Provision for losses on loans 594 180 Provision (Credit) for deferred income taxes (236) (107) Noncash expense related to ESOP benefit 104 146 Noncash expense related to MRDP benefit 220 196 Increase in deferred loan origination fees, net of amortization 69 384 Federal Home Loan Bank stock dividend (123) (96) Net gain(loss) on sale of real estate owned, mortgage-backed and investment securities and premises and equipment (291) 39 Changes in assets and liabilities: (Increase) Decrease in loans held for sale (378) 341 (Increase) Decrease in prepaid expenses and other assets (65) 30 Increase in accrued interest receivable (377) (119) Increase in accrued expenses and other liabilities 444 220 --------- --------- Net cash provided by operating activities 2,508 3,876 --------- --------- CASH FLOWS FROM INVESTING ACTIVITIES: Loan originations (79,712) (90,784) Principal repayments on loans 51,259 52,086 Loans sold 2,835 2,754 Proceeds from call, maturity or sale of investment securities available for sale - 1,000 Purchase of investment securities available for sale - (1,673) Purchase of equity securities (5,000) - Principal repayments on mortgage-backed securities held to maturity 1,293 2,653 Principal repayments on mortgage-backed securities available for sale 4,356 7,724 Principal repayments on investment securities held to maturity 21 20 Proceeds from call or maturity of investment securities held to maturity - 4,000 Purchase of premises and equipment (2,056) (1,114) Purchase of Federal Home Loan Bank stock (1,095) - Proceeds from sale of real estate 999 448 --------- --------- Net cash used in investing activities (27,100) (22,886) --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES: Net increase in deposit accounts 10,113 14,902 Dividends paid (923) (947) Repurchase of common stock - (3,549) Proceeds from Federal Home Loan Bank advances 129,686 32,000 Repayment of Federal Home Loan Bank advances (115,736) (30,000) Net increase in advance payments by borrowers 54 62 Proceeds from exercise of stock options 28 137 --------- --------- Net cash provided by financing activities 23,222 12,605 --------- --------- NET DECREASE IN CASH (1,370) (6,405) CASH, BEGINNING OF PERIOD 15,786 17,207 --------- --------- CASH, END OF PERIOD $ 14,416 $ 10,802 ========= ========= SUPPLEMENTAL DISCLOSURES: Cash paid during the period for: Interest $ 7,323 $ 5,246 Income taxes 1,240 960 NONCASH INVESTING AND FINANCING ACTIVITIES: Transfer of loans to real estate owned $ 1,189 $ 841 Dividends declared and accrued in other liabilities 923 468 Fair value adjustment to securities available for sale 163 (1,624) Income tax effect related to fair value adjustment (56) 552 See notes to consolidated financial statements. 4
RIVERVIEW BANCORP, INC. AND SUBSIDIARY Notes to Consolidated Financial Statements (Unaudited) (1) Organization and Basis of Presentation -------------------------------------- The accompanying unaudited consolidated financial statements were prepared in accordance with instructions for Form 10-Q and, therefore, do not include all disclosures necessary for a complete presentation of financial condition, results of operations, and cash flows in conformity with accounting principles generally accepted in the United States of America. However, all adjustments that are, in the opinion of management, necessary for a fair presentation of the interim unaudited financial statements have been included. All such adjustments are of a normal recurring nature. The unaudited consolidated financial statements should be read in conjunction with the audited financial statements included in the Riverview Bancorp, Inc. 2000 Annual Report on Form 10-K. The results of operations for the six months ended September 30, 2000 are not necessarily indicative of the results that may be expected for the entire fiscal year. (2) Principles of Consolidation --------------------------- The accompanying unaudited consolidated financial statements of Riverview Bancorp, Inc. and Subsidiary (the "Company") include all the accounts of Riverview Bancorp, Inc. and the consolidated accounts of its wholly-owned subsidiary, Riverview Community Bank (the "Community Bank"), and the Community Bank's majority-owned subsidiary, Riverview Asset Management Corporation (RAMCORP.") and wholly-owned subsidiary, Riverview Services, Inc. All references to the Company herein include the Community Bank where applicable. Significant inter-company balances and transactions have been eliminated in the consolidation. (3) Comprehensive Income -------------------- Comprehensive income is defined as the change in equity during a period from transactions and other events from nonowner sources. Comprehensive income is the total of net income and other comprehensive income, which for the Company is comprised entirely of unrealized gains and losses on securities available for sale and gains and losses on sale of securities available for sale. For the three months and six months ended September 30, 2000, the Company's total comprehensive income was $1.4 million and $2.0 million, respectively, compared to $1.1 million and $922,000 for the three and six months ended September 30, 1999, respectively. Total comprehensive income for the three months and six months ended September 30, 2000 is comprised of net income of $1.2 million and $1.9 million and other comprehensive gain of $260,000 and $108,000, net of tax, respectively. Other comprehensive income for the three months and six months ended September 30, 2000, consists of unrealized securities gains of $260,000 and $108,000, net of tax, respectively. Total comprehensive income for the three months and six months ended September 30, 1999 is comprised of net income of $1.0 million and $2.0 million and other comprehensive gain of $96,000 and loss of $1.1 million net of taxes, respectively. Other comprehensive income for the three months and six months ended September 30, 1999, consists of unrealized securities gains of $96,000 and unrealized securities losses of $1.1 million, net of tax, respectively. 5
(4) Earnings Per Share ------------------ Basic Earnings per Share ("EPS") is computed by dividing net income applicable to common stock by the weighted average number of common shares outstanding during the period, without considering any dilutive items. Diluted EPS is computed by dividing net income applicable to common stock by the weighted average number of common shares and common stock equivalents for items that are dilutive, net of shares assumed to be repurchased using the treasury stock method at the average share price for the Company's common stock during the period. Common stock equivalents arise from assumed conversion of outstanding stock options and awarded but not released Management Recognition and Development Plan ("MRDP") shares. Employee Stock Ownership Plan ("ESOP") shares are not considered outstanding for EPS purposes until they are committed to be released. Three Months Ended September 30, --------------------- 2000 1999 ---- ---- Basic EPS computation: Numerator-Net Income $1,179,000 $1,031,000 Denominator-Weighted average common shares outstanding 4,551,528 5,207,396 Basic EPS $ 0.26 $ 0.20 ========== ========== Diluted EPS computation: Numerator-Net Income $1,179,000 $1,031,000 Denominator-Weighted average common shares outstanding 4,551,528 5,207,396 Effect of dilutive stock options 69,719 106,302 Effect of dilutive MRDP - 6,606 ---------- ---------- Weighted average common shares and common stock equivalents 4,621,247 5,320,304 Diluted EPS $ 0.26 $ 0.19 ========== ========== Six Months Ended September 30, --------------------- 2000 1999 ---- ---- Basic EPS computation: Numerator-Net Income $1,857,000 $1,994,000 Denominator-Weighted average common shares outstanding 4,542,328 5,264,843 Basic EPS $ 0.41 $ 0.38 ========== ========== Diluted EPS computation: Numerator-Net Income $1,857,000 $1,994,000 Denominator-Weighted average common shares outstanding 4,542,328 5,264,843 Effect of dilutive stock options 72,012 109,111 Effect of dilutive MRDP - 3,924 ---------- ---------- Weighted average common shares and common stock equivalents 4,614,340 5,377,878 Diluted EPS $ 0.40 $ 0.37 ========== ========== 6
(5) Investment Securities --------------------- The amortized cost and approximate fair value of investment securities held to maturity consisted of the following (in thousands): Gross Gross Estimated Amortized Unrealized Unrealized Fair September 30, 2000 Cost Gains Losses Value --------- ---------- ---------- -------- Municipal securities $ 882 $ - $ - $ 882 ========= ========== ========== ======== March 31, 2000 Municipal securities $ 903 $ - $ (49) $ 854 ========= ========== ========== ======== The contractual maturities of securities held to maturity are as follows (in thousands): Amortized Estimated September 30, 2000 Cost Fair Value --------- ---------- Due after ten years $ 882 $ 882 --------- ---------- $ 882 $ 882 ========= ========== There were no sales of investment securities classified as held to maturity during the period ended September 30, 2000 and 1999. The amortized cost and approximate fair value of investment securities available for sale consisted of the following (in thousands): Gross Gross Estimated Amortized Unrealized Unrealized Fair September 30, 2000 Cost Gains Losses Value --------- ---------- ---------- -------- Agency securities $ 10,490 $ - $ (846) $ 9,644 Equity securities 6,356 - (466) 5,890 School district bonds 2,574 - (79) 2,495 --------- ---------- ---------- -------- $ 19,420 $ - $ (1,391) $ 18,029 ========= ========== ========== ======== March 31, 2000 Agency securities $ 10,489 $ - $ (780) $ 9,709 Equity securities 1,356 - (617) 739 School district bonds 2,576 - (141) 2,435 --------- ---------- ---------- -------- $ 14,421 $ - $ (1,538) $ 12,883 ========= ========== ========== ======== The contractual maturities of securities available for sale are as follows (in thousands): Amortized Estimated September 30, 2000 Cost Fair Value --------- ---------- Due after one year through five years $ 3,000 $ 2,971 Due after five years through ten years 4,458 4,283 Due after ten years 11,962 10,775 --------- ---------- $ 19,420 $ 18,029 ========= ========== 7
(6) Mortgage-backed Securities -------------------------- Mortgage-backed securities held to maturity consisted of the following (in thousands): Gross Gross Estimated Amortized Unrealized Unrealized Fair September 30, 2000 Cost Gains Losses Value --------- ---------- ---------- -------- REMICs $ 1,805 $ 12 $ - $ 1,817 FHLMC mortgage-backed securities 1,999 10 (27) 1,982 FNMA mortgage-backed securities 3,564 37 (27) 3,574 --------- ---------- ---------- -------- $ 7,368 $ 59 $ (54) $ 7,373 ========= ========== ========== ======== March 31, 2000 REMICs $ 1,985 $ 2 $ (14) $ 1,973 FHLMC mortgage-backed securities 2,377 20 (46) 2,351 FNMA mortgage-backed securities 4,295 28 (52) 4,271 --------- ---------- ---------- -------- $ 8,657 $ 50 $ (112) $ 8,595 ========= ========== ========== ======== Mortgage-backed securities held to maturity with an amortized cost of $265,000 and $322,000 and a fair value of $262,000 and $314,000 at September 30, 2000 and March 31, 2000, respectively, were pledged as collateral for public funds held by the Company. The real estate mortgage investment conduits ("REMICs") consist of Federal Home Loan Mortgage Corporation ("FHLMC") and Federal National Mortgage Association ("FNMA") securities. The contractual maturities of mortgage-backed securities classified as held to maturity are as follows (in thousands): Amortized Estimated September 30, 2000 Cost Fair Value --------- ---------- Due after one year through five years $ 3,096 $ 3,055 Due after five years through ten years 356 353 Due after ten years 3,916 3,965 --------- ---------- $ 7,368 $ 7,373 ========== ========== There were no sales of mortgage-backed securities held to maturity during the period ended September 30, 2000 and 1999. Mortgage-backed securities available for sale consisted of the following (in thousands): Gross Gross Estimated Amortized Unrealized Unrealized Fair September 30, 2000 Cost Gains Losses Value --------- ---------- ---------- -------- REMICs $ 34,222 $ - $ (1,574) $ 32,648 FHLMC mortgage-backed securities 472 - (2) 470 FNMA mortgage-backed securities 1,886 6 (10) 1,882 --------- ---------- ---------- -------- $ 36,580 $ 6 $ (1,586) $ 35,000 ========= ========== ========== ======== March 31, 2000 REMICs $ 38,137 $ - $ (1,576) $ 36,561 FHLMC mortgage-backed securities 619 - (7) 612 FNMA mortgage-backed securities 2,218 9 (22) 2,205 --------- ---------- ---------- -------- $ 40,974 $ 9 $ (1,605) $ 39,378 ========= ========== ========== ======== The contractual maturities of mortgage-backed securities available for sale are as follows (in thousands): Amortized Estimated September 30, 2000 Cost Fair Value --------- ---------- Due after one year through five years $ 1,680 $ 1,669 Due after five years through ten years 2,094 2,078 Due after ten years 32,806 31,253 --------- ---------- $ 36,580 $ 35,000 ========= ========== 8
Expected maturities of mortgage-backed securities held to maturity will differ from contractual maturities because borrowers may have the right to prepay obligations with or without prepayment penalties. Mortgage-backed securities available for sale with an amortized cost of $17.0 million and $20.9 million and a fair value of $15.6 million and $19.6 million at September 30, 2000 and March 31, 2000, respectively, were pledged as collateral for the discount window at the Federal Reserve Bank. Mortgage- backed securities with an amortized cost of $5.1 million and $5.1 million and a fair value of $5.0 million and $5.0 million at September 30, 2000 and March 31, 2000, respectively, were pledged as collateral for treasury tax and loan funds held by the Company. (7) Loans Receivable ---------------- Loans receivable consisted of the following (in thousands): September 30, March 31, 2000 2000 ------------- --------- One- to- four family $ 110,455 $ 102,542 Multi-family 11,663 10,921 Construction: One- to- four family 52,844 49,338 Multi-family 880 4,669 Commercial real estate 4,648 3,597 Commercial 20,417 15,976 Consumer: Secured 20,407 14,488 Unsecured 2,285 2,755 Land 25,900 25,475 Commercial real estate 50,010 42,871 --------- --------- 299,509 272,632 Less: Undisbursed portion of loans 21,398 18,880 Deferred loan fees 3,424 3,355 Allowance for loan losses 1,886 1,362 Unearned discounts 1 1 --------- --------- Loans receivable, net $ 272,800 $ 249,034 ========= ========= (8) Loans held for Sale ------------------- The Company identifies loans held for sale at the time of origination and are carried at the lower of cost or estimated market value on an aggregate portfolio basis. Market values are derived from available market quotations for comparable pools of mortgage loans. Adjustments for unrealized losses, if any, are charged to income. (9) Borrowings ---------- Borrowings are summarized as follows (in thousands): September 30, March 31, 2000 2000 ------------- --------- Federal Home Loan Bank Advances $74,500 $60,550 ======= ======= Weighted average interest rate: 6.94% 5.47% ==== ==== Borrowings have the following maturities at September 30, 2000 (in thousands): 2000 $30,000 2002 29,500 2005 15,000 ------- $74,500 ======= 9
(10) Shareholders' Equity -------------------- Repurchase of Common Stock On January 20, 2000, the Company received regulatory approval to repurchase up to 10% or 545,834 shares of its outstanding common stock at December 31, 1999. At March 31, 2000, 555,834 common stock shares had been repurchased at an average cost of $9.96 per share, which includes 10,000 shares authorized under the February 9, 1999 approval. Since the State of Washington treats all treasury stock as retired upon purchase, all purchases of treasury stock reduce stock issued and the cost of treasury stock acquired is charged to par value and paid-in capital. On February 9, 1999, the Company received regulatory approval to repurchase up to 10% or 601,324 shares of its outstanding common stock at December 31, 1998. At December 31, 1999, 591,324 common stock shares had been repurchased at an average cost of $12.46 per share. (11) Recently Issued Accounting Pronouncements ----------------------------------------- In June 1998, the Financial Accounting Standards Board released Statement of Financial Accounting Standards ("SFAS") No. 133, Accounting for Derivative Instruments and Hedging Activities. SFAS No. 133 establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts (collectively referred to as derivatives) and for hedging activities. It requires that an entity recognize all derivatives as either assets or liabilities on the balance sheet and measure those instruments at fair value. The effective date of this statement was deferred by the issuance of SFAS No. 137, Accounting for Derivative Instruments and Hedging Activities Deferral of the Effective Date of FASB No. 133. SFAS No. 133 was amended by SFAS No. 138, Accounting for Certain Derivative Instruments and Certain Hedging Activities. These statements are now effective for the Company's fiscal year ending March 31, 2001. The Company does not anticipate that the adoption of SFAS No. 133, as amended, will have a material effect on its financial position or results of operations. (12) Commitments and Contingencies ----------------------------- The Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments generally include commitments to originate mortgage and consumer loans. Those instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the balance sheet. The Company's maximum exposure to credit loss in the event of nonperformance by the borrower is represented by the contractual amount of those instruments. The Company uses the same credit policies in making commitments as it does for on-balance sheet instruments. Commitments to extend credit are conditional 14-day agreements to lend to a customer subject to the Company's usual terms and conditions. Collateral is not required to support commitments. At September 30, 2000, the Company had commitments to originate fixed rate mortgages of $2.2 million at interest rates ranging from 7.50% to 9.25%. At September 30, 2000 adjustable rate mortgage loan commitments were $747,000 at an average interest rate of 11.02%. Undisbursed balance of mortgage loans closed was $21.4 million at September 30, 2000. Consumer loan commitments totaled $963,000 and unused lines of consumer credit totaled $10.4 million at September 30, 2000. Commercial and commercial real estate loan commitments totaled $1.7 million and unused lines of commercial and commercial real estate credit totaled $15.5 million at September 30, 2000. The Company is a party to litigation arising in the ordinary course of business. In the opinion of management, these actions will not have a material effect, if any, on the Company's financial position, results of operation, or liquidity. 10
Item 2. RIVERVIEW BANCORP, INC. AND SUBSIDIARY MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Safe Harbor Clause. This report contains certain "forward-looking statements." The Company desires to take advantage of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995 and is including this statement for the express purpose of availing itself of the protection of such safe harbor with forward-looking statements. These forward-looking statements, which are included in Management's Discussion and Analysis, describe future plans or strategies and include the Company's expectations of future financial results. The words "believe," "expect," "anticipate," "estimate," "project," and similar expressions identify forward-looking statements. The Company's ability to predict results or the effect of future plans or strategies is inherently uncertain. Factors that could affect actual results include interest rate trends, the economic climate in the Company's market area and the country as a whole, loan delinquency rates, and changes in federal and state regulation. These factors should be considered in evaluating the forward-looking statements, and undue reliance should not be placed on such statements. General The Company, a Washington corporation, was organized on June 23, 1997 for the purpose of becoming the holding company for Riverview Community Bank (formerly Riverview Savings Bank, FSB) upon Riverview Savings Bank's reorganization as a wholly owned subsidiary of the Company resulting from the conversion of Riverview, M.H.C. from a federal mutual holding company to a stock holding company ("Conversion and Reorganization"). The Conversion and Reorganization was completed on September 30, 1997. Riverview Savings Bank, FSB changed its name to Riverview Community Bank effective June 29, 1998. The Community Bank is regulated by the Office of Thrift Supervision ("OTS"), its primary regulator, and by the Federal Deposit Insurance Corporation ("FDIC"), the insurer of its deposits. The Community Bank's deposits are insured by the FDIC up to applicable legal limits under the Savings Association Insurance Fund ("SAIF"). The Community Bank has been a member of the Federal Home Loan Bank ("FHLB") System since 1937. The Community Bank is a community-oriented, financial institution, offering traditional financial services to residents of its primary market area. The Community Bank considers Clark, Cowlitz, Klickitat and Skamania counties of Washington as its primary market area. The primary business of the Community Bank is attracting deposits from the general public and using such funds to originate fixed-rate mortgage loans and adjustable rate mortgage loans secured by one to four family residential real estate located in its primary market area. The Community Bank is also an active originator of construction loans, commercial loans, commercial real estate loans and consumer loans. The Community Bank operates twelve branches in southwest Washington, including eight branches in Clark County. The new Washougal branch opened the first quarter of fiscal year 2001 and replaced the existing Washougal branch. Riverview Mortgage, a mortgage broker division of the Community Bank, originates mortgage loans (including construction loans) for various mortgage companies predominantly in the Portland and Seattle metropolitan areas, as well as for the Community Bank. The Business and Professional Banking Division located at the downtown Vancouver Main branch offers commercial lending and business banking services. On November 25, 1998 the Community Bank received regulatory approval to offer trust and investment services to its customers. RAMCORP., a subsidiary of the 11
Community Bank, was established to operate the trust and investment activities. The headquarters of RAMCORP. are in the Community Bank's Vancouver Main branch, which officially opened in October 1998. Assets totaling approximately $84.7 million at September 30, 2000 were managed by the RAMCORP. in fiduciary or agency capacity. The Company's main office for administration relocated from Camas to the Vancouver address of 900 Washington, a 16,000 square foot leased facility, during the second quarter of fiscal year 2001. Financial Condition At September 30, 2000, the Company had total assets of $370.6 million compared with $344.7 million at March 31, 2000. The $25.9 million, or 7.5% increase in assets reflects the growth in loans. Cash, including interest-earning accounts, totaled $14.4 million at September 30, 2000, compared to $15.8 million at March 31, 2000. At September 30, 2000, the Company had $299.5 million in gross loans, an increase of $26.9 million compared to $272.6 million at March 31, 2000. Commercial loans increased $4.0 million to $20.0 million at September 30, 2000 from $16.0 million at March 31, 2000. The $4.0 million increase was comprised of several loans and occurred in commercial loans secured by equipment, commercial loans secured by other collateral and unsecured commercial loans. Commercial real estate loans increased $7.1 million to $50.0 million at September 2000 from $42.9 million at March 31, 2000. Loans receivable (Note 7) provides a detailed analysis of the $299.5 million gross loan portfolio at September 30, 2000 as compared to the $272.6 million gross loan portfolio at March 31, 2000. Consumer, commercial, and land loans carry higher interest rates and generally a higher degree of credit risk compared to one- to- four family mortgage loans. Deposits totaled $242.5 million at September 30, 2000 compared to $232.4 million at March 31, 2000. FHLB advances totaled $74.5 million at September 30, 2000 and $60.6 million at March 31, 2000. During the quarter ended September 30, 2000, the Company replaced $10.0 million of matured FHLB short-term fixed rate advance with $4.5 million of FHLB long-term fixed rate borrowings and $15.0 million of fixed rate FHLB putable advance (a fixed rate advance in which FHLB purchases from the Company the option to terminate the advance on specific dates through its term after a specified period of time) with optional termination dates beginning July 14, 2001 and each quarter thereafter. Capital Resources Total shareholders' equity was at $49.7 million at September 30, 2000 compared to $48.5 million at March 31, 2000. The activity in shareholders' equity for the six months ended September 30, 2000 was $1.9 million in earnings for the year to date, dividends of $923,000, exercise of stock options of $28,000, earned ESOP shares $105,000, earned MRDP shares $70,000 and $108,000 change in net unrealized gain on securities available for sale, net of tax. The Company is not subject to any regulatory capital requirement. The Community Bank is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators, that if undertaken could have a direct material effect on the Company and the Community Bank's financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Community Bank must meet specific capital guidelines that involve quantitative measures of the Community Bank's assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The Community Bank's capital amounts and classification are also subject to 12
qualitative judgments by the regulators about components, risk weightings, and other factors. Quantitative measures established by regulation to ensure capital adequacy required the Community Bank to maintain amounts and ratios of tangible and core capital to adjusted total assets and of total risk-based capital to risk-weighted assets of 1.5%, 3.0%, and 8.0%, respectively. As of September 30, 2000, the Community Bank met all capital adequacy requirements to which it was subject. As of September 30, 2000, the most recent notification from the OTS categorized the Community Bank as "well capitalized" under the regulatory framework for prompt corrective action. To be categorized as "well capitalized," the Community Bank must maintain minimum core and total risk-based capital ratios of 5.0% and 10.0%, respectively. At September 30, 2000, the Community Bank's tangible, core and risk-based total capital ratios amounted to 11.8%, 11.8%, and 17.2%, respectively. There are no conditions or events since that notification that management believes have changed the Community Bank's category. The Community Bank's actual and required minimum capital amounts and ratios are presented in the following table (dollars in thousands): Categorized as For "Well Capitalized" Capital Under Adequacy Prompt Corrective Actual Purpose Action Provision -------------------------------------------------- Amount Ratio Amount Ratio Amount Ratio As of September 30, 2000 ------ ----- ------ ----- ------ ----- Total Capital: (To Risk Weighted Assets) $45,293 17.93% $20,214 8.0% $25,268 10.0% Tier I Capital: (To Risk Weighted Assets) 43,407 17.18 N/A N/A 15,161 6.0 Core Capital: (To Total Assets) 43,407 11.83 11,008 3.0 18,347 5.0 Tangible Capital: (To Tangible Assets) 43,407 11.83 5,504 1.5 N/A N/A As of March 31, 2000 Total Capital: (To Risk Weighted Assets) $42,543 19.93% $17,079 8.0% $21,349 10.0% Tier I Capital: (To Risk Weighted Assets) 41,652 19.51 N/A N/A 12,809 6.0 Core Capital: (To Total Assets) 41,652 12.27 10,185 3.0 16,976 5.0 Tangible Capital: (To Tangible Assets) 41,652 12.27 5,093 1.5 N/A N/A The following table is a reconciliation of the Community Bank's capital, calculated according to accounting principles generally accepted in the United States, to regulatory tangible and risk-based capital at September 30, 2000 (in thousands): 13
Equity $44,262 Net unrealized loss on securities available for sale 1,637 Core deposit intangible asset (1,186) Deferred tax and servicing asset (1,306) ------- Tangible capital 43,407 General valuation allowance 1,886 ------- Total capital $45,293 ======= Bank Liquidity OTS regulations require the Community Bank to maintain an average daily balance of liquid assets as a percentage of average daily net withdrawable deposit accounts plus short-term borrowings of at least 4%. The Community Bank's regulatory liquidity ratio was 24.5% at September 30, 2000 compared to 27.1% at March 31, 2000. The Community Bank anticipates that it will have sufficient funds available to meet current loan commitments and other cash needs. Cash, including interest-earning overnight investments, was $14.4 million at September 30, 2000 compared to $15.8 million at March 31, 2000. Investment securities and mortgage-backed securities available for sale at September 30, 2000 were $18.0 million and $35.0 million, respectively, compared to $12.9 million and $39.4 million, respectively, at March 31, 2000. See "Financial Condition." Asset Quality Allowance for loan losses was $1.9 million at September 30, 2000, compared to $1.4 million at March 31, 2000. Management deemed the allowance for loan losses at September 30, 2000 to be adequate at that date. No assurances, however, can be given that future additions to the allowance for loan losses will not be necessary. The allowance for loan losses is maintained at a level sufficient to provide for estimated loan losses based on evaluating known and inherent risks in the loan portfolio. Pertinent factors considered include size and composition of the portfolio, actual loss experience, industry trends, industry data, current and anticipated economic conditions, and detailed analysis of individual loans. The appropriate allowance level is estimated based upon factors and trends identified by management at the time the consolidated financial statements are prepared. During the second quarter of fiscal year 2001 no provision for loan losses was made. Review of the pertinent factors showed that the allowance for loan losses was adequate. The September 30, 2000 ratio of allowance to gross loans remained a favorable ratio of 0.63% compared 0.50% at year end March 31, 2000. The $46,000 in net losses experienced during the second of quarter of fiscal year 2001 was in consumer loans and residential real estate construction. The Company's past loss experience with respect to its commercial loan portfolio may not be representative of the risk of loss in such portfolios in the future. The two major reasons for this fact is because the size of the commercial loan portfolio has increased significantly and most of the loans comprising the portfolio are unseasoned, having been originated within the last two years. Commercial loans are considered to involve a higher degree of credit risk than one- to- four residential loans, and to be more vulnerable to adverse conditions in the real estate market and deteriorating economic conditions. Non-performing assets were $1.5 million, or 0.41% of total assets at September 30, 2000 compared with $1.3 million, or 0.39% of total assets at March 31, 2000. The real estate owned at September 30, 2000 totaled $1.1 million and consisted of three land development loans totaling $422,000, five one- to- four residential real estate loans totaling 14
$667,000. The following table sets forth information with respect to the Company's non-performing assets at the dates indicated: September 30, 2000 March 31, 2000 ------------------ -------------- (Dollars in thousands) Loans accounted for on a non-accrual basis: Real Estate Residential $ 210 $1,153 Commercial 29 99 Consumer 186 26 ------ ------ Total 425 1,278 ====== ====== Accruing loans which are contractually past due 90 days or more - - ------ ------ Total of non-accrual and 90 days past due loans 425 1,278 ------ ------ Real estate owned 1,089 30 Other personal property owned - 35 ------ ------ Total non-performing assets $1,514 $1,343 ====== ====== Total loans delinquent 90 days or more to net loans 0.16% 0.51% Total loans delinquent 90 days or more to total assets 0.11 0.37 Total non-performing assets to total assets 0.41 0.39 Comparison of Operating Results for the Three Months Ended September 30, 2000 and 1999 The Company's net income depends primarily on its net interest income, which is the difference between interest earned on its loans and investments and the interest paid on interest-bearing liabilities. Net interest income is determined by (a) the difference between the yield earned on interest-earning assets and rates paid on interest-bearing liabilities (interest rate spread) and (b) the relative amounts of interest-earning assets and interest-bearing liabilities. The Company's interest rate spread is affected by regulatory, economic and competitive factors that influence rates, loan demand and deposit flows. Net interest margin is calculated by dividing net interest income by the average interest-earning assets. Net interest income and net interest margin are affected by changes in interest rates, volume and the mix of interest-earning assets and interest-bearing liabilities, and the level of non-performing assets. The Company's net income is also affected by the generation of non-interest income, which primarily consists of fees and service charges, loan servicing income, gains on sale of securities, gains from sale of loans and other income. In addition, net income is affected by the level of operating expenses and establishment of a provision for loan losses. Net income for the three months ended September 30, 2000 was $1.2 million, $0.26 per basic share ($0.26 per diluted share). This compares to net income of $1.0 million, $0.20 per basic share ($0.19 per diluted 15
share) for the same period in fiscal year 2000. Non-interest income increased $432,000 or 59.3% for the three months ended September 30, 2000 compared to the prior year. The $432,000 increase reflects the sale of a branch site and land held for future development resulting in a pretax gain of $309,000. Average interest-earning assets increased to $346.7 million for the three months ending September 30, 2000 from $298.6 million for the three months ending September 30, 1999. The $48.1 million increase is due primarily to growth in the loan portfolio, which was partially offset by principal pay downs in the mortgage-backed securities portfolio. Interest income for the three months ended September 30, 2000 was $7.7 million, an increase of $1.5 million, or 24.2% over the $6.2 million interest income for the same period in fiscal 2000. Yield on interest-earning assets for the second quarter of fiscal year 2001 was 8.83% compared to 8.21% for the same three month period in fiscal year 2000. The higher second quarter fiscal 2001 yield reflects the higher yield on loans, mortgage-backed securities and investment securities as compared to the second quarter in fiscal year 2000. The higher interest income in the second quarter of fiscal year 2001 as compared to the fiscal year 2000 second quarter resulted primarily from growth in the loan portfolio. Interest expense was $4.0 million for the second quarter in fiscal year 2001 as compared to $2.6 million for the second quarter in the prior year. The cost of interest-bearing liabilities for the second quarter of fiscal year 2000 was 5.52% compared to 4.38% for the same three month period in prior year. The increased cost of interest-bearing liabilities reflects the increase in interest rates and volumes of money market accounts, certificates of deposits and FHLB advances. Money market accounts continued to have strong growth reaching $45.7 million in average balance for the period ended September 30, 2000 compared to an average balance of $36.4 million for the period ended September 30, 1999. Net interest income increased $173,000, or 4.9%, to $3.7 million for the three months ended September 30, 2000, compared to $3.5 million for the three months ended September 30, 1999. Net interest income increased $619,000 due to the change in volume of average interest-earning assets and liabilities for the three months in fiscal 2001 compared to the same period in prior year. The change in interest rates for these three month periods reduced net interest income $219,000. The change in rate volume mix for the same three month periods reduced net interest income $227,000. The interest rate spread decreased from 3.83% for the three month 2000 period to 3.36% for the three month 2001 period. The net interest margin decreased to 4.28% during the second quarter ended September 30, 2000 from 4.71% for the second quarter ended September 30, 1999. The decreased fiscal year 2001 net interest margin reflects the reduced amount of loan fees amortized to income in the first quarter of fiscal 2001 compared to the same period for the prior year and the fact that increases in the cost of interest-bearing liabilities have been larger than increases in earnings on interest-earning assets. Average interest-earning assets increased by $48.1 million to $346.7 million during the second quarter ended September 30, 2000 from $298.6 million for the second quarter ended September 30, 1999. The $46.3 million increase in average interest-earning assets was offset by the $50.6 million increase in average interest-bearing liabilities. Average interest-bearing liabilities increased to $289.1 million during the quarter ended September 30, 2000 from $238.6 million for the quarter ended September 30, 1999. There was no provision for loan losses during the three months ended September 30, 2000. There was $40,000 and $6,000 in net charge-offs of consumer and residential construction loans, respectively, during the three months ended September 30, 2000. 16
Non-interest income increased $432,000 or 59.3% to $1.2 million for the three months ended September 30, 2000 from $728,000 for the three months ended September 30, 1999. The 59.3% increase is a reflection of the sale of the branch site and land held for investment, increase in fees received from ATMs, service charges on deposit accounts and trust. During the second quarter of fiscal year 2001, the Company sold a branch site that had been replaced by a new facility and land that had been held for future development resulting in a non-interest income pretax gain of $309,000. Non-interest expense increased $514,000, or 19.7%, from $2.6 million for the quarter ended September 30, 1999 to $3.1 million for the quarter ended September 30, 2000. Salaries and employee benefits increased $340,000 to $1.7 million for the quarter ended September 30, 2000 from $1.3 million compared to the same quarter in 1999. There were 24 more full-time equivalent employees during the 2001 quarter over the 2000 quarter. The increase in full-time equivalent employees was due to the expansion occurring in branches, commercial lending, trust company, mortgage brokers and support functions. In November 1999 and March 2000 two new branches were opened in Clark County increasing the total number of branches to twelve. The Company's main office for administration relocated from Camas to the Vancouver address of 900 Washington, a 16,000 square foot leased facility, in September 2000. Provision for federal income taxes for the second quarter of fiscal year 2001 was $556,000, resulting in an effective tax rate of 32%, compared to $523,000 and 34% for the same quarter of fiscal year 2000. The decrease in the effective tax rate for three months ended September 30, 2000 is primarily attributable to the impact of tax exempt interest, ESOP dividends and the dividend received deduction. Comparison of Operating Results for the Six Months Ended September 30, 2000 and 1999 Net income for the six months ended September 30, 2000 was $1.9 million, $0.41 per basic share ($0.40 per diluted share). This compares to net income of $2.0 million, $0.38 per basic share ($0.37 per diluted share) for the same period in fiscal year 2000. Non-interest income for second quarter of fiscal year 2001 includes a $309,000 pretax gain on sale of fixed assets and land. Average interest-earning assets increased to $338.4 million for the six months ending September 30, 2000 from $294.1 million for the six months ending September 30, 1999. Interest income for the six months ended September 30, 2000 was $15.0 million, an increase of $2.9 million or 23.4% over $12.1 million for the same period in 1999. Yield on interest-earning assets for the six month 2000 period was 8.85% compared to 8.26% for the six month 1999 period. The higher fiscal year 2001 yield on interest-earning assets reflects the higher interest yield on mortgage loans, mortgage-backed securities and investment securities as compared to the same prior year period. The higher interest income for the six month period ended September 30, 2000 as compared to the same period in 1999 resulted from growth in the loan portfolio. Interest expense for the six months ended September 30, 2000 was $7.5 million, an increase of $2.3 million, or 45.6% over $5.2 million for the same period in 1999. The cost of interest-bearing liabilities for the fiscal year 2001 six months was 5.35% compared to 4.40% for the fiscal year 2000 six months. The increased interest expense is due to a 19.5% growth in interest-bearing liabilities from $235.0 million at September 30, 1999 to $280.8 million at September 30, 2000 and to the increased cost of interest-bearing liabilities. Growth in the six month average 17
balance of money market accounts from $31.8 million for the six month period ended September 30, 1999 to $45.0 million for the six month period ended September 30, 2000 contributed to reducing the cost of interest-bearing liabilities for the 2001 fiscal period. Net interest income increased $488,000, or 7.0%, to $7.4 million for the six months ended September 30, 2000, compared to $7.0 million for the six months ended September 30, 1999. The change in volume of year to date average interest-earning assets and liabilities compared at September 30, 2000 and September 30, 1999 increased net interest income $1.3 million. The change in interest rates decreased net interest income $437,000 and the rate volume mix decreased net interest income $416,000 for the six month period ended September 30, 2000 over the six month period ended September 30, 1999. The $488,000 increase in net interest income for the six months ended September 30, 2000 was due primarily to the 15.1% increase in average interest-earning assets to $338.4 million at September 30, 2000 from $294.1 million at September 30, 1999. The interest rate spread decreased from 3.86% for the six month 1999 period to 3.51% for the six month 2000 period. The net interest margin decreased to 4.42% during the six month period ended September 30, 2000 from 4.75% for the six month period ended September 30, 1999. The decreased margin reflects the reduction in loan fee income and the lagging deposit growth relative to the growth in total earning assets and the resultant increase in the Community Bank's incremental cost of borrowing. The provision for loan losses was $594,000 and there were $70,000 in net charge-offs during the six months ended September 30, 2000 compared to a $180,000 provision and $164,000 in net charge-offs during the six months ended September 30, 1999. The increase in the provision for loan losses is the result of growth in the loan portfolio and the change in mix and risks. Loan receivable (Note 7) provides a detailed analysis of the $23.8 million increase in gross loans. Total nonperforming assets to total assets has increased from 0.39% at March 31, 2000 to 0.41% at September 30, 2000. Nonaccrual loans have decreased to $425,000 at September 30, 2000 from $1.3 million at March 31, 2000. Real estate owned has increased from $65,000 at March 31, 2000 to $1.1 million at September 30, 2000. The loan loss provision was deemed necessary based upon management's analysis of historical and anticipated loss rates, current loan growth, and other factors considered. Non-interest income increased $435,000 or 29.2% to $1.9 million for the six months ended September 30, 2000 compared to $1.5 million for the same period for the prior year. Excluding the $309,000 pretax gain on sale of land and fixed assets, non-interest income increased $126,000 or 8.5 % for the six months ended September 30, 2000 when compared to the same period in the prior year. The $126,000 increase in non-interest income was fueled by the increase in fees received from ATMs, service charges on deposit accounts and trust. Non-interest expense increased $809,000, or 15.4%, from $5.2 million for the six months ended September 30, 1999 to $6.0 for the six months ended September 30, 2000. The $809,000 increase reflects the addition of 24 full-time equivalent employees and increased occupancy expense. Full time equivalent employees increased to 143 at September 30, 2000 compared to 119 at September 30, 1999 due to expansion of branches, commercial lending, mortgage brokers, trust company and support functions. Salaries and employee benefits increased $573,000 to $3.3 million for the six months ended September 30, 2000 as compared to $2.7 million for the same period in fiscal year 2000. Provision for federal income taxes for the six months ended September 30, 2000 was $869,000 million resulting in an effective tax rate of 32%, compared to $1.0 million and 34% for the same period a year ago. The 2% decrease in the effective tax rate for the six months ended September 30, 18
2000 is primarily attributable to the impact of tax exempt interest, ESOP dividends and the ESOP market value adjustment. ITEM 3. Quantitative and Qualitative Disclosures About Market Risk There has not been any material change in the market risk disclosures contained in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2000. 19
RIVERVIEW BANCORP, INC. AND SUBSIDIARY PART II. OTHER INFORMATION Item 1. Legal Proceedings ----------------- Not applicable Item 2. Changes in Securities and Use of Proceeds ----------------------------------------- Not applicable Item 3. Defaults Upon Senior Securities ------------------------------- Not applicable Item 4. Submission of Matters to a Vote of Security Holders --------------------------------------------------- The Annual Meeting of Stockholders of Riverview Bancorp, Inc. was held on July 19, 2000. The results of the vote on the matters presented at the meeting is as follows: 1. The following individuals were elected as directors: For Withheld No. of No. of Votes Percentage Votes Percentage ------------ ---------- ----- ---------- Robert K. Leick 3,864,307 99.76 9,273 0.24 (three year term) Gary R. Douglass 3,864,674 99.77 8,906 0.23 (three year term) 2. Deloitte & Touche LLP was appointed as independent auditors for the fiscal year ending March 31, 2001: For: 3,864,099 (99.75%) Against: 4,500 (0.12%) Abstain: 4,981 (0.13%) Item 5. Other Information ----------------- Not applicable Item 6. Exhibits and Reports on Form 8-K -------------------------------- (a) Exhibits: 3.1 Articles of Incorporation of the Registrant* 3.2 Bylaws of Registrant* 10.1 Employment Agreement with Patrick Sheaffer** 10.2 Employment Agreement with Ron Wysaske** 10.3 Employment Agreement with Michael C. Yount** 10.4 Employment Agreement with Karen Nelson** 10.5 Severance Compensation Agreement** 10.6 Employee Stock Ownership Plan*** 10.7 1998 Stock Option Plan**** 10.8 The Riverview Bancorp, Inc. Management Recognition and Development Plan**** 21 Subsidiaries of Registrant*** 27 Financial Data Schedule (b) Reports on Form 8-K: No Forms 8-K were filed during the quarter ended September 30, 2000. 20
- ------------- * Filed as an exhibit to the registrant's Registration Statement on Form S-1, as amended (333-30203), and incorporated herein by reference. ** Filed as an exhibit to the Registrant's Form 10-Q for the quarter ended September 30, 1997, and incorporated herein by reference. *** Filed as an exhibit to the Registrant's Form 10-K for the year ended March 31, 1998, and incorporated herein by reference. **** Filed as an exhibit to the Registrant's definitive proxy statement dated June 5, 1998, and incorporated herein by reference. 21
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. RIVERVIEW BANCORP, INC. DATE: November 10, 2000 BY: /S/ Patrick Sheaffer Patrick Sheaffer President DATE: November 10, 2000 BY: /S/ Ron Wysaske Ron Wysaske Executive Vice President/Treasurer 22